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As filed with the Securities and Exchange Commission on March 9, 2001
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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1993 EMPLOYEE STOCK PURCHASE PLAN
1998 STOCK PLAN
NONSTATUTORY STOCK PLAN
(Full title of the plans)
---------------
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, Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
Telephone: (650) 493-9300
CALCULATION OF REGISTRATION FEE
=========================================== ======================= ====================== ====================== ==================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE SECURITIES TO TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED PER SHARE (1) PRICE REGISTRATION FEE
=========================================== ======================= ====================== ====================== ==================
Common Shares, $0.0001 par value,
approved for issuance under:
1993 Employee Stock Purchase Plan 250,000 shares $11.130 $2,782,500 $696
1998 Stock Plan 500,000 shares $13.094 $6,547,000 $1,637
Nonstatutory Stock Plan 750,000 shares $13.094 $9,820,500 $2,455
TOTAL: 1,500,000 shares $19,150,000 $4,788
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(1) The Proposed Maximum Offering Price Per Share ("Price Per Share") has been
estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee. The
computation is based upon the average of the high and low price as reported
on the Nasdaq National Market on March 2, 2001 (the "Market Price"). The
Price Per Share for the 1993 Employee Stock Purchase Plan is 85% of the
Market Price. The indicated number of shares to be registered represents
additional shares issuable under the listed plan that are not covered by
previous registration statements.
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STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES.
The Registrant filed Registration Statements on Form S-8 with the
Securities and Exchange Commission on or about April 29, 1997 (SEC File No.
333-26135) (the "1997 Form S-8"), April 22, 1998 (SEC File No. 333-50679) (the
"1998 Form S-8") and April 26, 1999 (SEC File No. 333-76991) (the "1999 Form
S-8"). The 1997 Form S-8 was filed in connection with the Registrant's
Nonstatutory Stock Plan. The 1998 Form S-8 was filed in connection with the
Registrant's 1993 Employee Stock Purchase Plan. The 1999 Form S-8 was filed in
connection with the Registrant's 1998 Stock Plan. This Registration Statement
registers additional shares of the Registrant's Common Stock to be issued
pursuant to the Nonstatutory Stock Plan, the 1993 Employee Stock Option Plan and
1998 Stock Purchase Plan. The contents of the 1997 Form S-8, the 1998 Form S-8
and the 1999 Form S-8, including periodic filings updating or amending the
contents of the 1997 Form S-8, the 1998 Form S-8 and the 1999 Form S-8, are
incorporated by reference into this Registration Statement pursuant to General
Instruction E of Form S-8.
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INTEGRATED SILICON SOLUTION, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. Exhibits.
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 1993 Employee Stock Purchase Plan, as amended
4.2 1998 Stock Plan, as amended
4.3 Nonstatutory Stock Plan, as amended
5.1 Opinion of Counsel
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (contained on page II-2)
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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 March 8, 2001.
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 March 8, 2001 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/ Thomas C. Endicott Director
- --------------------------------------
Thomas C. Endicott
/s/ Lip-Bu Tan Director
- --------------------------------------
Lip-Bu Tan
/s/ Pauline L. Alker Director
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Pauline L. Alker
/s/ Chun W. Wong Director
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Chun W. Wong
/s/ Hide L. Tanigami Director
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Hide L. Tanigami
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 1993 Employee Stock Purchase Plan, as amended
4.2 1998 Stock Plan, as amended
4.3 Nonstatutory Stock Plan, as amended
5.1 Opinion of Counsel
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (contained on page II-2)
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