AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 21, 1997
REGISTRATION NO. 333-08893
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
POST EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
TRIQUINT SEMICONDUCTOR, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
___________________
DELAWARE 95-3654013
----------------------- -----------------------------------
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
2300 N.E. BROOKWOOD PARKWAY
HILLSBOROUGH, OREGON 97124
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
___________________
1996 STOCK INCENTIVE PROGRAM
(FULL TITLE OF THE PLAN)
___________________
STEVEN J. SHARP
PRESIDENT, CHIEF EXECUTIVE OFFICER & CHAIRMAN
TRIQUINT SEMICONDUCTOR, INC.
2300 N.E. BROOKWOOD PARKWAY
HILLSBOROUGH, OREGON 97124
(503) 615-9000
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
___________________
COPIES TO:
CHRIS FENNELL, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94306
(415) 493-9300
___________________
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE(1)
- --------------------------------------------------------------------------------------------------------
SEE BELOW.* N/A* N/A* N/A* N/A*
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
* NO ADDITIONAL SECURITIES ARE TO BE REGISTERED, AND REGISTRATION FEES WERE
PAID UPON FILING OF THE ORIGINAL REGISTRATION STATEMENT NO. 333-08893.
THEREFORE, NO FURTHER REGISTRATION FEE IS REQUIRED.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
TRIQUINT SEMICONDUCTOR, INC.
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM S-8
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the "Amendment") to that certain
Registration Statement on Form S-8 (File No. 333-08893) (the "Registration
Statement") is being filed pursuant to Rule 414 under the Securities Act of
1933, as amended (the "Act") by TriQuint Semiconductor, Inc., a Delaware
corporation ("TriQuint Delaware" or the "Registrant"), which is the successor
to TriQuint Semiconductor, Inc., a California corporation ("TriQuint
California"), following a statutory merger effective on February 12, 1997
(the "Merger") for the purpose of changing TriQuint California's state of
incorporation. Prior to the Merger, TriQuint Delaware had no assets or
liabilities other than nominal assets or liabilities. In connection with the
Merger, TriQuint Delaware succeeded by operation of law to all of the assets
and liabilities of TriQuint California. The Merger was approved by the
shareholders of TriQuint California at a meeting for which proxies were
solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934,
as amended (the "1934 Act").
Except as modified by this Amendment No. 1, TriQuint Delaware, by virtue
of this Amendment, expressly adopts the Registration Statement as its own
registration statement for all purposes of the Act and the 1934 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the Registration Statement are incorporated herein by
reference. In addition, there are hereby incorporated by reference in this
Amendment to the Registration Statement the following documents and information
heretofore filed with the Securities and Exchange Commission:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, filed pursuant to Section 13 of the 1934 Act; and
(b) Description of Registrant's Common Stock contained in the
Registrant's Registration Statement of Certain Successor Issuers on Form 8-B,
filed pursuant to Section 12(g) of the 1934 Act, which was declared effective on
February 18, 1997.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law
provides that directors of a corporation 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 corporation or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
The Registrant's Bylaws provide that the Registrant shall indemnify
its directors and officers and may indemnify its employees and other agents to
the fullest extent permitted by law. The Registrant believes that
indemnification under its Bylaws covers at least negligence and gross negligence
on the part of indemnified parties. The Registrant's Bylaws also permit the
Registrant to secure insurance on behalf of any officer, director, employee or
other agent for any liability arising out of his or her actions in such
capacity, regardless of whether the Registrant would have the power to indemnify
him or her against such liability under the General
II-2
Corporation Law of Delaware. The Registrant currently has secured such
insurance on behalf of its officers and directors.
The Registrant has entered into agreements to indemnify its directors and
officers, in addition to indemnification provided for in the Registrant's
Bylaws. Subject to certain conditions, these agreements, among other things,
indemnify the Registrant's directors and officers for certain expenses
(including attorney's fees), judgments, fines and settlement amounts incurred
by any such person in any action or proceeding, including any action by or in
the right of the Registrant, arising out of such person's services as a
director or officer of the Registrant, any subsidiary of the Registrant or
any other company or enterprise to which the person provides services at the
request of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Document
------- --------
23.1 Independent Auditors' Consent
ITEM 9. UNDERTAKING.
(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:
(i) To include any prospectus required by Section
10(a)(3) of the Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) 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.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(ii) do not apply
if the registration statement is on Form S-3, or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the
II-3
registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
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.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 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 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 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 hereunder, 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 Act and will be governed by the final
adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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
Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Hillsborough, State of Oregon, on this 21st day of April, 1997.
TRIQUINT SEMICONDUCTOR, INC.
By: /S/ Steven J. Sharp
-----------------------------------
Steven J. Sharp
President, Chief Executive Officer
and Chairman (Principal Executive
Officer)
II-5
POWER OF ATTORNEY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENTS ON FORM S-8 HAS
BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES
INDICATED.
SIGNATURE TITLE DATE
- -------------------------- -------------------------------- --------------
/s/ Steven J. Sharp President, Chief Executive April 21, 1997
- -------------------------- Officer and Chairman
(Steven J. Sharp) (Principal Executive Officer)
/s/ Edward C.V. Winn Executive Vice President, April 21, 1997
- -------------------------- Finance and Administration,
(Edward C.V. Winn) Chief Financial Officer and
Secretary (Principal Financial
and Accounting Officer)
- -------------------------- Director
(Paul Gary)
* Charles Scott Gibson
- -------------------------- Director April 21, 1997
(Charles Scott Gibson)
* E. Floyd Kvamme
- -------------------------- Director April 21, 1997
(E. Floyd Kvamme)
* Dr. Walden C. Rhines
- -------------------------- Director April 21, 1997
(Dr. Walden C. Rhines)
* Edward F. Tuck
- -------------------------- Director April 21, 1997
(Edward F. Tuck)
*By: /s/ Steven J. Sharp
---------------------- April 21, 1997
Steven J. Sharp
Attorney-in-Fact
II-6