S-8 1 0001.txt FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 As filed with the Securities and Exchange Commission on October 6, 2000 Registration No. 33-____ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ____________________ SUPERTEX, INC. _________________________________ (Exact name of registrant as specified in its charter) California 94-2328535 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1235 Bordeaux Drive Sunnyvale, CA 94089 (Address of principal (Zip Code) executive offices) SUPERTEX, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) HENRY C. PAO Copy to: President STEPHEN M. WURZBURG, ESQ. Supertex, Inc. Pillsbury Madison & Sutro LLP 1235 Bordeaux Drive 2550 Hanover Street Sunnyvale, CA 94089 Palo Alto, CA 94304 (408) 744-0100 (650) 233-450 (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Securities Amount To Maximum Offering Maximum Aggregate Amount of To Be Registered Be Registered Price Per Share(1) Offering Price(1) Registration Fee Common Stock, par value $1.00 500,000 shares $47.09 $23,543,000 6,215
(1) Pursuant to Rule 457(h)(i), the proposed maximum offering price per share and the registration fee has been computed on the basis of the average of the high and low prices of the Common Stock as reported on the Nasdaq National Market on October 4, 2000. ____________________ The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933. PART I INFORMATION REQUIRED IN THE 10(a) PROSPECTUS Item1. Plan Information.* Item2. Registrant Information and Employee Plan Annual Information.* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item3. Incorporation of Documents by Reference. The following documents filed by the Registrant with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement: (a) Registrant's Annual Report on Form 10-K (File No. 0-12718) for the fiscal year ended March 31, 2000. (b) Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000. (c) The description of Registrant's Common Stock contained in Registrant's registration statement on Form 8-A, filed July 27, 1984 as amended September 24, 1984. In addition, all documents subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered 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 filing of such documents. Item4. Description of Securities. Not applicable. Item5. Interests of Named Experts and Counsel. Not applicable. Item6. Indemnification of Directors and Officers. Section 317 of the California Corporations Code authorizes a court to award, or a corporation's Board of Directors to grant, indemnity to directors, officers, employees and other agents of the corporation ("Agents") in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the "Act"). Article V of the Company's Restated Articles of Incorporation (Exhibit 3.1 of the Company's Registration Statement on Form S-1, File No. 2-86898, filed on October 3, 1983, as amended), as amended (pursuant to the Certificates of Amendment of Articles of Incorporation, filed on April 16, 1981, September 30, 1983 and October 28, 1988, respectively) authorizes the Company to indemnify its Agents, through bylaw provisions, agreements, votes of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject to the applicable limits set forth in Section 204 of the California Corporations Code with respect to actions for breach of duty to the Company and its shareholders. Article VI of the Company's Bylaws provides for mandatory indemnification of each director of the Company to the maximum extent permitted by law. The Company maintains a directors and officers liability insurance policy that indemnifies the Company's directors and officers against certain losses in connection with claims made against them for certain wrongful acts. Item7. Exemption From Registration Claimed. Not applicable. Item8. Exhibits. See Index to Exhibits, which list of exhibits is incorporated herein by reference. Item9. Undertakings. (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 Securities Act of 1933; (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)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act 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. (b) The undersigned registrant hereby undertakes 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. (c) 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. 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 Sunnyvale, State of California, on the 6th day of October, 2000. SUPERTEX, INC. By /s/ Henry C. Pao Henry C. Pao President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Henry C. Pao and Jacqueline Limary, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her 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 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, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes, may 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 below by the following persons in the capacities and on the dates indicated. Name Title Date /s/ Henry C. Pao President (Principal Executive October 6, 2000 (Henry C. Pao) Officer) /s/ Jacqueline Limary Controller (Principal Financial October 6, 2000 (Jacqueline Limary) and Accounting Officer) /s/ Benedict C.K. Choy Senior Vice President, Secretary October 6, 2000 (Benedict C.K. Choy) and Director /s/ Richard Siegel Executive Vice President and October 6, 2000 (Richard Siegel) Director /s/ Frank Pao Director October 6, 2000 (Frank Pao) /s/ Mark Loveless Director October 6, 2000 (Mark Loveless) /s/ Elliott Schlam Director October 6, 2000 (Elliott Schlam) INDEX TO EXHIBITS Exhibit Number Exhibit 4.1 Supertex, Inc. 2000 Employee Stock Purchase Plan. 5.1 Opinion of Pillsbury Madison & Sutro LLP. 23.1 Consent of PricewaterhouseCoopers LLP, Independent Auditors. 23.2 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1). 24.1 Power of Attorney (see page 5).