As filed with the Securities and Exchange Commission on September 29, 1998
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INTEGRATED SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
California 94-2658153
(State of Incorporation) (I.R.S. Employer Identification No.)
201 Moffett Park Drive, Sunnyvale, California 94089
(Address of Principal Executive Office Including Zip Code)
INTEGRATED SYSTEMS, INC.
1988 STOCK OPTION PLAN
1998 EQUITY INCENTIVE PLAN
(Full title of the plan)
Narendra K. Gupta
Integrated Systems, Inc., 201 Moffett Park Drive
Sunnyvale, California 94089
(408) 542-1500
(Name, address and telephone number of agent for service)
Copy to:
Katherine Tallman Schuda
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, CA 94306
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CALCULATION OF REGISTRATION FEE
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Proposed
Maximum
Title of Amount Offering Proposed Maximum
Securities to to be Price per Aggregate Offering Amount of
Be Registered Registered Share (1) Price Registration Fee
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Common Stock 2,000,000 $9.50 $19,000,000 $5,605
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<FN>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h) and 457(c) under the Securities Act of
1933 and based upon an average of the high and low prices reported on
the Nasdaq National Market on September 24, 1998.
</FN>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this Registration
Statement:
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended February 28, 1998, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), which Annual Report
contains audited financial statements for the fiscal year ended February 28,
1998;
2. The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended May 31, 1998 filed pursuant to Section 13(a) of the Exchange Act;
and
3. The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12(g) of the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement, and prior to the filing of a post-effective amendment which indicates
that all securities registered hereby 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 a part hereof from the date
of the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The provisions of Section 317 of the California Corporations Code,
Article V of the Registrant's Amended and Restated Articles of Incorporation and
Article VI of the Registrant's Bylaws provide for indemnification for expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with any proceeding arising by reason of the fact that any person
is or was a director or officer of the Registrant. The Registrant's directors
and executive officers have also entered into Indemnity Agreements with the
Registrant that give such directors and executive officers contractual
assurances regarding the scope of the indemnification and liability limitations
set forth in the Registrant's Amended and Restated Articles of Incorporation and
Bylaws. The indemnification may be sufficiently broad to permit indemnification
of the Registrant's executive officers and directors for liabilities arising
under the Securities Act. In addition, Article IV of the Registrant's Amended
and Restated Articles of Incorporation provides that the liability of the
Registrant's directors shall be eliminated to the fullest extent permissible
under California law. The Registrant maintains a director and officer liability
insurance policy.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers or controlling persons of the Company pursuant
to the foregoing provisions, the Company has been informed 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.
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Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
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4.01 Registrant's Amended and Restated Articles of
Incorporation (incorporated by reference to
Exhibit 3.01(i) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
February 28, 1996).
4.02 Registrant's Bylaws, as amended to date
(incorporated by reference to Exhibit 4.02 to
the Registrant's Registration Statement on
Form S-8, File No. 333-12799).
4.03 Registrant's 1988 Stock Option Plan and
related documents, as amended to date.
4.04 Registrant's 1998 Equity Incentive Plan.
5.01 Opinion of Fenwick & West LLP
23.01 Consent of Counsel (included in Exhibit 5.01)
23.02 Consent of PricewaterhouseCoopers LLP
24.01 Power of Attorney (See page II-5)
Item 9. Undertakings.
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:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(b) 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 thereto) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;
(c) 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 (1)(a) and (1)(b) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished
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to the Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
(5) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.
(6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Integrated Systems, Inc., 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 Sunnyvale, State of
California, on September 25, 1998.
INTEGRATED SYSTEMS, INC.
By: /s/ Narendra K. Gupta
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Narendra K. Gupta
Secretary
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Narendra K. Gupta and William C. Smith and each of them, his true and lawful
attorneys-in-fact and agents, each with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and to file the same, with exhibits thereto and all other documents in
connection therewith, with the Securities and Exchange Commission, granting to
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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Principal Executive Officers:
/s/ Narendra K. Gupta Secretary and Chairman of the Board September 25, 1998
- ------------------------------------ of Directors
Narendra K. Gupta
/s/ Joseph Addiego Interim Chief Executive Officer September 25, 1998
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Joseph Addiego
Principal Financial Officer and
Principal Accounting Officer:
/s/ William C. Smith Vice President, Finance and Chief September 25, 1998
- ------------------------------------ Financial Officer
William C. Smith
Additional Directors:
Director September __, 1998
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David St. Charles
/s/ Thomas Kailath Director September 25, 1998
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Thomas Kailath
/s/ Vinita Gupta Director September 25, 1998
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Vinita Gupta
/s/John C. Bolger Director September 25, 1998
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John C. Bolger
/s/Richard C. Murphy Director September 25, 1998
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Richard C. Murphy
/s/Michael A. Brochu Director September 25, 1998
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Michael A. Brochu
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INDEX TO EXHIBITS
Exhibit Number Exhibit
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4.01 Registrant's Amended and Restated Articles of
Incorporation (incorporated by reference to
Exhibit 3.01(i) to the Registrant's Annual Report
on Form 10-K for the fiscal year ended February
28, 1996).
4.02 Registrant's Bylaws, as amended to date
(incorporated by reference to Exhibit 4.02 to the
Registrant's Registration Statement on Form S-8,
File No. 333-12799)
4.03 Registrant's 1988 Stock Option Plan and related
documents, as amended to date.
4.04 Registrant's 1998 Equity Incentive Plan.
5.01 Opinion of Fenwick & West LLP
23.01 Consent of Counsel (included in Exhibit 5.01)
23.02 Consent of PricewaterhouseCoopers LLP
24.01 Power of Attorney (See page II-5)