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As filed with the Securities and Exchange Commission on April 26, 1999
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTEGRATED SILICON SOLUTION, INC.
(Exact name of Registrant as specified in its charter)
Delaware 77-0199971
- ------------------------ ---------------------------------------
(State of Incorporation) (I.R.S. Employer Identification Number)
2231 Lawson Lane
Santa Clara, CA 95054
(Address of Principal Executive Offices)
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1998 STOCK PLAN
1995 DIRECTOR STOCK OPTION PLAN
(Full title of the plans)
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Gary L. Fischer
Executive Vice President &
Chief Financial Officer
INTEGRATED SILICON SOLUTION, INC.
2231 Lawson Lane
Santa Clara, CA 95054
(Name and address of agent for service)
(408) 588-0800
(Telephone number, including area code, of agent for service)
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Copy to:
J. Robert Suffoletta
WILSON SONSINI GOODRICH & ROSATI, P.C.
650 Page Mill Road
Palo Alto, California 94304
Telephone: (650) 493-9300
CALCULATION OF REGISTRATION FEE
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE SECURITIES TO TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE FEE
------------- ---------- ------------- -------------- ---
Common Stock to be issued 500,000 $3.09375 $1,546,875.00 $430.03
under the 1989 Stock Plan
Common Stock to be issued 75,000 3.09375 232,031.25 64.51
under the 1995 Director Stock
Option Plan
------------- -------
Total: $1,778,906.00 $494.54
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(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of $3.09375, the average of
the high and low prices per share of the Common Stock as reported on the
Nasdaq National Market on April 22, 1999.
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INTEGRATED SILICON SOLUTION, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:
1. The Company's Annual Report on Form 10-K/A for the year ending
September 30, 1998, filed pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
2. The Company's Quarterly Report on Form 10-Q for the quarter ending
December 31, 1998, filed pursuant to Section 13 of the Exchange Act.
3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated January 7, 1995, filed
pursuant to Section 12 of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Counsel for the Company, Wilson Sonsini Goodrich & Rosati, P.C., 650
Page Mill Road, Palo Alto, California 94304, has rendered an opinion as to the
Common Stock offered hereby. As of April 26, 1999, Jeffrey D. Saper, a member of
Wilson Sonsini Goodrich & Rosati, P.C. beneficially owned 20,459 shares of the
Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a company will not be personally liable for monetary damages
for breach of their fiduciary duties as directors, except for liability (i) for
any breach of their duty of loyalty to the company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
knowing violation of law, (iii) for unlawful payments or dividends or unlawful
stock repurchases or redemptions as provided Section 174 of Delaware General
Corporation Law or (iv) for transactions from which the director derived an
improper personal benefit.
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The Company's Bylaws provide that the Company shall indemnify its
officers and directors and may indemnify its employees and other agents to the
fullest extent provided by Delaware law, including those circumstances where
indemnification would otherwise be discretionary under Delaware law. The Company
believes that indemnification under its Bylaws covers at least negligence on the
part of indemnified parties. The Bylaws authorize the use of indemnification
agreements and the Company has entered into such agreements with each of its
directors and officers.
The Company carries officer and director liability insurance with
respect to certain matters, including matters arising under the Securities Act
of 1933, as amended (the "Securities Act").
Delaware law does not permit a corporation to eliminate a director's
duty of care, and the provisions of the Company's Certificate of Incorporation
have no effect on the availability of equitable remedies such as injunction or
rescission, based upon a director's breach of the duty of care. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to foregoing provisions and agreements, the Company has been informed
that in the opinion of the staff of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
------ -----------
4.1 1998 Stock Plan, as amended
4.2 1995 Director Stock Option Plan, as amended
5.1 Opinion of counsel as to legality of securities being
registered
23.1 Consent of independent auditors
23.2 Consent of counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
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ITEM 9. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act") each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto, duly
authorized, in the City of Santa Clara, State of California, on April 23, 1999.
INTEGRATED SILICON SOLUTION, INC.
By: /s/ JIMMY S.M. LEE
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Jimmy S.M. Lee, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jimmy S.M. Lee and Gary L. Fischer,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8 and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitution or substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on April 23, 1999 by the following persons in the
capacities indicated.
SIGNATURE TITLE
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/s/ JIMMY S.M. LEE Director, President and Chief Executive Officer
- ---------------------------------- (Principal Executive Officer)
Jimmy S.M. Lee
/s/ GARY L. FISCHER Executive Vice President and Chief Financial Officer
- ---------------------------------- (Principal Financial and Principal Accounting Officer)
Gary L. Fischer
/s/ KONG-YEU HAN Director
- ----------------------------------
Kong-Yeu Han
/s/ CHUN WIN WONG Director
- ----------------------------------
Chun Win Wong
/s/ LIP-BU TAN Director
- ----------------------------------
Lip-Bu Tan
/s/ PAULINE ALKER Director
- ----------------------------------
Pauline Alker
/s/ HIDE L. TANIGAMI Director
- ----------------------------------
Hide L. Tanigami
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 1998 Stock Plan, as amended
4.2 1995 Director Stock Option Plan, as amended
5.1 Opinion of counsel as to legality of securities being registered
23.1 Consent of independent auditors
23.2 Consent of counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
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