As filed with the Securities and Exchange Commission on November 27, 2000.
Registration No. 333-31094
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
UNDER
THE SECURITIES ACT OF 1933
INTERSIL HOLDING CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 7585 Irvine Center Drive, Suite 100 59-3590018
(State of Incorporation) Irvine, California 92618 (I.R.S. Employer
(Address of principal Identification
executive offices)(Zip Code) No.)
INTERSIL HOLDING CORPORATION
1999 EQUITY COMPENSATION PLAN
INTERSIL HOLDING CORPORATION EMPLOYEE
STOCK PURCHASE PLAN
(Full Title of the Plans)
Stephen M. Moran, Esq.
Vice-President, General Counsel and Secretary
Intersil Holding Corporation
7585 Irvine Center Drive, Suite 100
Irvine, California 92618
(Name and address of agent for service)
(949) 341-7040
(Telephone number, including area code, of agent for service)
With a Copy to:
Christopher G. Karras, Esq.
Dechert Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103
(215) 994-4000
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT
INTERSIL HOLDING CORPORATION
ALLOCATION OF SHARES TO THE INTERSIL HOLDING CORPORATION 1999 EQUITY
COMPENSATION PLAN AND INTERSIL HOLDING CORPORATION EMPLOYEE STOCK PURCHASE PLAN
On February 25, 2000 Intersil Holding Corporation (the "Registrant")
registered 8,833,334 shares of its Class A Common Stock on a Form S-8,
Registration Number 333-31094 with respect to the Intersil Holding Corporation
1999 Equity Compensation Plan (the "Equity Compensation Plan") and the Intersil
Holding Corporation Employee Stock Purchase Plan (the "Stock Purchase Plan")
(collectively, the "Plans"). The Registrant's Form S-8 Registration Statement is
hereby amended to allocate 7,500,000 of the shares of the Registrant's Class A
Common Stock registered under such S-8 to the Equity Compensation Plan and
1,333,334 of the shares of the Registrant's Class A Common Stock registered
under such S-8 to the Stock Purchase Plan.
INCORPORATION OF FORM S-1 REGISTRATION STATEMENT
Part II, Item 3(a) of the Registrant's Form S-8, Registration Number
333-31094, filed on February 25, 2000 incorporates by reference the prospectus
filed pursuant to Rule 424(b) of the Securities Act of 1933. In addition to the
current incorporation by reference of such prospectus, the Registrant's Form S-8
Registration Statement (File Number 333-31094) is hereby amended as to Part II,
Item 3(a) to incorporate by reference the Registrant's Form S-1 Registration
Statement (File Number 333-95199), filed on January 21, 2000, as amended.
EXHIBITS
The following exhibit is filed herewith as part of this Registration
Statement:
Exhibit Number Description
23.1 Consent of Ernst & Young LLP
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 to be signed on its behalf by the
undersigned, thereto duly authorized, in the city of Irvine, state of
California, on this 16th day of November, 2000.
INTERSIL HOLDING CORPORATION
By: /s/ Gregory L. Williams
Gregory L. Williams
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Form S-8 has been signed by the following
persons in the capacities and on the date indicated.
Name Title Date
/s/ Gregory L. Williams November 16, 2000
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Gregory L. Williams Chief Executive Officer and
Director (principal executive officer)
/s/ Daniel J. Heneghan November 16, 2000
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Daniel J. Heneghan Vice President, Chief Financial
Officer and Assistant Secretary
(principal financial and accounting
officer)
/s/ Robert W. Conn November 16, 2000
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Robert W. Conn Director
/s/ Gary E. Gist November 16, 2000
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Gary E. Gist Director
/s/ Jan Peeters November 15, 2000
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Jan Peeters Director
/s/ Robert N. Pokelwaldt November 16, 2000
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Robert N. Pokelwaldt Director
/s/ James A. Urry November 16, 2000
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James A. Urry Director
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EXHIBIT INDEX
Exhibit No. Document
23.1 Consent of Ernst & Young LLP