As filed with the Securities and Exchange Commission on February 12, 2002
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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MICROSEMI CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-2110371
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2381 Morse Avenue, Irvine, California. 92614
(Address of Principal Executive Offices) (Zip Code)
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1987 MICROSEMI CORPORATION STOCK PLAN
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(Full title of the plan)
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David R. Sonksen,
Executive Vice President, Chief Financial Officer, Secretary and Treasurer
Microsemi Corporation
2381 Morse Avenue, Irvine, California, 92614
(Name and address of agent for service)
(949) 221-7100
(Telephone number, including area code, of agent for service)
Copy to:
Nicholas J. Yocca, Esq.
Yocca Patch & Yocca, LLP
19900 MacArthur Blvd., Suite 650, Irvine, California 92612
(949) 253-0800
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CALCULATION OF REGISTRATION FEE
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Title of each Proposed maximum Proposed maximum Amount of
class of securities Amount to be offering price aggregate offering registration fee
to be registered registered (2) per share price (3) (4)
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Common Stock, $.20 par
value (1) 3,000,000 shares $17.045 $51,135,000 $4,704.42
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(1) Including the associated Rights to Purchase Series A Junior
Participating Preferred Stock in accordance with the Microsemi
Corporation Shareholder Rights Plan, as may be amended from time to
time.
(2) Includes such indeterminate number of additional shares of Common Stock
that may become issuable pursuant to the anti-dilution adjustment
provisions of the 1987 Microsemi Corporation Stock Plan, as amended (the
"Plan").
(3) The aggregate offering price for the securities registered hereby is
estimated solely for the purpose of calculating the registration fee.
The securities are to be offered to the Registrant's employees,
directors, advisors or consultants pursuant to the Plan. Pursuant to
General Instruction E. to Form S-8 and Rule 457(h)(1), the aggregate
offering price is calculated in accordance with Rule 457(c) on the basis
of the price of securities of the same class using the average of the
high ($18.09) and low ($16.00) prices of the Common Stock of the
Registrant reported on the Nasdaq National Market on February 7, 2002.
(4) The amount of the registration fee is based on $92.00 per $1,000,000 of
aggregate offering price.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to the Registrant's 1987 MICROSEMI
CORPORATION STOCK PLAN as amended, (herein the "Plan").
Item 3. Incorporation of Documents by Reference.
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The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. Statements made in this prospectus as to the contents of
any contract, agreement or other documents are not necessarily complete, and, in
each instance, we refer you to a copy of such document filed as an exhibit to
the registration statement or otherwise filed with the SEC. The information
incorporated by reference is considered to be part of this registration
statement. When we file information with the SEC in the future, that information
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
(share amounts in our filings made before August 28, 2001 do not reflect a
2-for-1 stock split of Microsemi Corporation's issued and outstanding common
stock and common stock options effected by way of a common stock dividend which
became effective on August 28, 2001):
Our Annual Report on Form 10-K for the fiscal year ended September 30,
2001, filed December 24, 2001, including the 1987 Microsemi
Corporation Stock Plan and amendments filed as Exhibit 10.13 thereto.
Our Form 10/A filed February 12, 2002 as Amendment No. 1 to our Form
10 filed March 16, 1979 that registered our Common Stock and Preferred
Stock pursuant to Section 12(g) of the Securities Exchange Act of
1934.
Our Form 8-A filed December 29, 2000 registering Series A Junior
Participating Preferred Stock and Rights to Purchase Series A Junior
Participating Preferred Stock pursuant to Section 12(g) of the
Securities Exchange Act of 1934.
Our Registration Statement on Form S-8 filed with the SEC on August
25, 1987, Registration No. 033-16711 (the "Original Form S-8"),
relating to 750,000 shares of Common Stock, par value $.20 par value
per share (the "Common Stock"), registered to be offered pursuant to
the Plan.
Our Registration Statement on Form S-8 filed with the SEC on October
13, 1995, Registration No. 033-63395, relating to 252,060 shares of
Common Stock registered to be offered pursuant to the Plan.
Our Registration Statement on Form S-8 filed with the SEC on March 27,
1997, Registration No. 333-24045, relating to 747,940 shares of Common
Stock registered to be offered pursuant to the Plan.
Our Registration Statement on Form S-8 filed with the SEC on April 25,
2000, Registration No. 333-35526, relating to 1,750,000 shares of
Common Stock registered to be offered pursuant to the Plan.
However, we do not incorporate by reference into this registration
statement any Compensation Committee Reports, Audit Committee Reports or any
Performance Graphs included in
our past, present or future filings with the SEC under Section 14 of the
Securities Exchange Act of 1934.
Item 6. Indemnification of Directors and Officers.
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(a) Section 145 of the Delaware General Corporation Law makes
provision for the indemnification of officers and directors in terms
sufficiently broad to include indemnification under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Securities Act"). Section 145 of the
Delaware General Corporation Law permits indemnification by a corporation of its
officers and directors against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by them in
connection with actions or proceedings against them if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reason to believe their conduct was unlawful. Section 145
provides that no indemnification may be made, however, without court approval,
in respect of any claim as to which the officer or director is adjudged to be
liable to the corporation. Such indemnification provisions of Delaware law are
expressly not exclusive of any other rights which the officers or directors may
have under the corporation's by-laws or agreements, pursuant to the vote of
stockholders or disinterested directors or otherwise.
(b) The Restated Certificate of Incorporation of the registrant
provides that the registrant will, to the maximum extent permitted by law,
indemnify each of its officers and directors against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any proceeding arising by reason of the fact any such person is or was a
director or officer of the registrant.
Item 8. Exhibits.
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The following exhibits are filed as part of this Registration
Statement:
Number Description
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5.1 Opinion of Yocca Patch & Yocca, LLP, Counsel to the
Registrant
23.1 Consent of Yocca Patch & Yocca, LLP (included in the
Opinion filed as Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP, Independent
Accountants
24.1 Power of Attorney (included on page S-II)
Item 9. Undertakings.
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The registrant hereby undertakes: (1) to file, during any period in
which offers or sales of the Common Stock are being made, a post-effective
amendment to this registration statement: (i) to include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities
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 no post-effective amendment hereto shall be required by clauses
(i) or (ii) above if the information required to be included in a post-effective
amendment hereto is contained in one or more periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"); (2) that, for
the purpose of determining any liability under 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; and
(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.
Additionally, 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 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to any provisions or arrangements, or otherwise, whereby the
registrant may indemnify a director, officer or controlling person against
liabilities arising under the Securities Act, 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.
SIGNATURES
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California on the 5th day of
February, 2002.
MICROSEMI CORPORATION
By: /s/ DAVID R. SONKSEN
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David R. Sonksen
Executive Vice President,
Chief Financial Officer, Secretary and Treasurer
S-I
POWER OF ATTORNEY
We, the undersigned officers and directors of Microsemi Corporation, do
hereby constitute and appoint James J. Peterson and David R. Sonksen, or either
one or both of them, our true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to sign this
Registration Statement on Form S-8 and any and all pre-effective or
post-effective amendments to this Registration Statement, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto 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 and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or such person's or persons' 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 Form
S-8 Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ JAMES J. PETERSON President and February 5, 2002
------------------------------------ Chief Executive Officer
James J. Peterson
/s/ DAVID R. SONKSEN Executive Vice President, February 5, 2002
------------------------------------ Chief Financial Officer,
David R. Sonksen Treasurer and Secretary
/s/ PHILIP FREY, JR. Chairman of the Board February 5, 2002
------------------------------------ and Director
Philip Frey, Jr.
/s/ BRAD DAVIDSON Director February 5, 2002
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Brad Davidson
/s/ ROBERT B. PHINIZY Director February 5, 2002
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Robert B. Phinizy
/s/ JOSEPH M. SCHEER Director February 5, 2002
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Joseph M. Scheer
Director February 5, 2002
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Martin H. Jurick
/s/ H. K. DESAI Director February 5, 2002
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H.K. Desai
/s/ CARMELO J. SANTORO Director February 5, 2002
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Carmelo J. Santoro, Ph.D.
S-II
EXHIBIT INDEX
Number Description
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5.1 Opinion of Yocca Patch & Yocca, LLP, Counsel to the
Registrant
23.1 Consent of Yocca Patch & Yocca, LLP (included in the
Opinion filed as Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP, Independent
Accountants
24.1 Power of Attorney (included on page S-II)