s-82009equityincentiveplan.htm

California (State or other jurisdiction of incorporation or organization)				94-2328535 (I.R.S. Employer Identification No.)

1235 Bordeaux Drive Sunnyvale, California 94089 (Address of principal executive offices)				94089 (Zip Code)
	Supertex, Inc. 2009 Equity Incentive Plan
		(Full title of the plans)
Henry C. Pao President and Chief Executive Officer Supertex, Inc. 1235 Bordeaux Drive Sunnyvale, California 94089 (408) 222-8888 (Name, address and telephone number of agent for service)			Copy to: Stephen M. Wurzburg Pillsbury Winthrop Shaw Pittman LLP 2475 Hanover Street Palo Alto, CA 94304 (650) 233-4500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

Title of Securities To Be Registered (1)	Amount To Be Registered (2)	Proposed Maximum Offering Price Per Share(3)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, no par value per share, to be issued under the 2009 Stock Incentive Plan (4)	1,159,509	$ 24.595	$ 28,518,123.86	$ 1,753.63 (5)

(2) Pursuant to Rule 416, this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend, recapitalization or any other similar transaction effected without receipt of consideration, which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

(3) Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purposes of calculating the registration fee, based on the average of the high and low prices of the Common Stock as reported on the Nasdaq Global Market on June 8, 2010.

(4) This includes (1) 1,000,000 shares reserved under the 2009 Equity Incentive Plan (the “2009 Plan”) which had never been reserved for issuance under any other employee benefit plan and (2) 159,509 shares originally reserved under the 2001 Plan which as of August 14, 2009, were not subject to currently outstanding options under that plan and had not been issued pursuant to the prior exercise of options granted under that plan.

(5) The filing fee was calculated solely on the basis of the 1,000,000 shares reserved for the first time under the 2009 Plan. The filing fee for the 159,509 shares described in footnote 4 transferred from the 2001 Plan has been paid in connection with Registration Statement No. 333-69594 on Form S-8 filed on September 18, 2001, by Registrant covering the 2001 Plan and is creditable under Rule 457(p).

* 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, as amended (the “Securities Act”) and the Note to Part I of Form S-8.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), since the end of the fiscal year covered by the Annual Report referred to in (a) above.

(c) The description of the Registrant’s Common Stock contained in the Registrant’s registration statement on Form 8-A filed with the Commission on July 27, 1984, as amended September 24, 1984, including any other amendment or report filed for the purpose of updating such description.

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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.

Section 317 of the California Corporations Code provides and allows for the indemnification of officers, directors, and other corporate agents in terms sufficiently broad to indemnify such persons under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act and the Exchange Act.

The Registrant’s articles of incorporation and bylaws require that the Registrant indemnify its directors, officers, employees and other agents to the extent and under the circumstances permitted by the California Corporations Code. The Registrant’s bylaws also permit it to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in such capacity.

The Registrant from time to time enters into agreements to indemnify its directors and officers, to the extent permitted by the California Corporations Code and other applicable law, against certain liabilities that may arise by reason of their status or service as agents of the Registrant. In addition, the Registrant maintains insurance which provides for the indemnification of its directors and officers against certain losses (including costs of defense) that may arise in connection with claims made against them for certain of their actions in such capacity.

(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. 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;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section 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 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.

(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.

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 Sunnyvale, State of California, on the 10th day of June 2010.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Henry C. Pao and Phillip A. Kagel, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all 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 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 lawfully do or cause to be done by virtue hereof.

Name	Title	Date

	President, Chief Executive Officer
Henry C. Pao	(Principal Executive Officer) and Director	June 10, 2010

	Vice President, Finance and Chief Financial Officer
Phillip A. Kagel	(Principal Financial and Accounting Officer)	June 10, 2010


Benedict C.K. Choy	Director and Vice President, Technology Development	June 10, 2010


Milton Feng	Director	June 10, 2010


Mark Loveless	Director	June 10, 2010


Elliott Schlam	Director	June 10, 2010

Exhibit No.	Description
5.1	Opinion of Pillsbury Winthrop Shaw Pittman LLP.
23.1	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1).
24.1	Power of Attorney (see page 4).
99.1	Supertex, Inc. 2009 Equity Incentive Plan, incorporated by reference from Appendix 1 to Definitive Proxy Statement on Schedule 14A filed on July 2, 2009.

We are acting as counsel for Supertex, Inc., a California corporation (the “Company”), in connection with the registration statement on Form S-8 (the “Registration Statement”) relating to the registration under the Securities Act of 1933 (the “Act”) of 1,159,509 shares of the Company's no par value common stock (the “Shares”), issuable pursuant to the Company’s 2009 Equity Incentive Plan (the “Plan”).

We have reviewed and are familiar with such corporate proceedings and other matters as we have deemed necessary for this opinion. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold in accordance with the Plan, will be validly issued, fully paid and nonassessable. This opinion is limited to matters governed by the General Corporation Law of the State of California.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 10, 2010 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Supertex, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 3, 2010.

Supertex, Inc.

By
	Henry C. Pao
	President and Chief Executive Officer