S-8

As filed with the Securities and Exchange Commission on November 22, 2013

Registration No. 333‑____

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)

(Exact name of registrant as specified in its charter)
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 2550 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)

¨ Large accelerated filerý Accelerated filer¨  Non-accelerated filer¨Smaller reporting company

(Do not check if smaller
reporting company)

CALCULATION OF REGISTRATION FEE

(1)	(2)	(3)
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	369,602(4)	$ 24.19	$ 8,940,672.38	$1,151.56

(1)   The securities to be registered include options and rights to acquire Common Stock.

(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 November 19, 2013.

(4)  These 369,602 shares had previously been reserved for issuance under the 2001 Stock Option Plan (the “2001 Plan”) and as of August 14, 2009,  the date of approval of the 2009 Equity Incentive Plan (the “2009 Plan”), were subject to currently outstanding options under the 2001 Plan.  Such options subsequently lapsed or otherwise terminated prior to exercise between June 17, 2010, and October 31, 2013, and as a result, an additional 369,602 shares have been reserved for issuance under the 2009 Plan and are being registered under this Registration Statement.

____________________

The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    Plan Information.*

Item 2.    Registrant Information and Employee Program 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, as amended (the “Securities Act”) and the Note to Part I of Form S‑8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are hereby incorporated by reference in this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended March 30, 2013, filed on June 13, 2013.

(b) The Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended June 29, 2013, and September 28, 2013, filed on August 8, 2013, and November 7, 2013, respectively.

(c) 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.

(d) 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.

Item 4.    Description of Securities.

Not applicable.

Item 5.    Interests of Named Experts and Counsel.

Not applicable.

Item 6.    Indemnification of Directors and Officers.

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.

1

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.

Item 7.    Exemption From Registration Claimed.

Not applicable.

Item 8.    Exhibits.

See Index to Exhibits, which list of exhibits is incorporated herein by reference.

Item 9.    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.  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;

(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) 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.

(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

2

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.

3

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 Sunnyvale, State of California, on the 22ndday of November, 2013.

Supertex, Inc.

By	/s/ Henry C. Pao
	Henry C. Pao
	President and Chief Executive Officer

POWER OFATTORNEY

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.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Act, 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, Chief Executive Officer	November 22, 2013
Henry C. Pao	(Principal Executive Officer) and Director
/s/ Phillip A. Kagel	Chief Financial Officer	November 22, 2013
Phillip A. Kagel	(Principal Financial and Accounting Officer)
/s/ Benedict C.K. Choy	Director	November 22, 2013
Benedict C.K. Choy
/s/ Milton Feng	Director	November 22, 2013
Milton Feng
/s/ Mark Loveless	Director	November 22, 2013
Mark Loveless
/s/ Elliott Schlam	Director	November 22, 2013
Elliott Schlam

4

INDEX TO EXHIBITS

ri
Exhibit No.	Description
5.1	Opinion of Pillsbury Winthrop Shaw Pittman LLP.
23.1	Consent of BDO USA, LLP, Independent Registered Public Accounting Firm.
23.2	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.3	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.

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

Supertex, Inc.

Sunnyvale, California

We hereby consent to the incorporation by reference in this Registration Statement of our report dated June 12, 2013, relating to the consolidated financial statements, the effectiveness of Supertex, Inc.’s internal control over financial reporting, and schedules of Supertex, Inc. appearing in the Company’s Annual Report on Form 10-K for the year ended March 30, 2013.

/s/ BDO USA, LLP

San Jose, California

November 22, 2013

 .

EX-23.2

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 13, 2011, except with respect to our opinion on the consolidated financial statements insofar as it relates to the effects of the change in the non-cash amortization of premiums paid on debt investments within the Consolidated Statements of Cash Flows discussed in Note 1 - Revision to previously issued financial statements, as to which the date is June 13, 2012 relating to the consolidated financial statements, which appears in Supertex, Inc.’s Annual Report on Form 10-K for the  year ended March 30, 2013.

/s/ PricewaterhouseCoopers LLP

San Jose, California
November 22, 2013

 .

EX-5.1

EXHIBIT 5.1

Pillsbury Winthrop Shaw Pittman LLP
2550 Hanover Street
Palo Alto, CA  94304

November 22, 2013

Supertex, Inc.

1235 Bordeaux Drive

Sunnyvale, California 94089

Re:Registration Statement on Form S‑8

Ladies and Gentlemen:

We are acting as counsel for Supertex, Inc., a California corporation (the “Company”), in connection with the registration statement on Form S-8 (the “RegistrationStatement”) relating to the registration under the Securities Act of 1933 (the  “Act”) of 369,602shares of the Company's no par value common stock (the “Shares”), issuable pursuant to the Company’s  2009Equity 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.

Very truly yours,

/s/ Pillsbury Winthrop Shaw Pittman LLP

 .