-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PBb3EAuzsjIIJ3sWwI1hRBDXPVyuQzl8M1OGhFezkSdXKO575LlcAQtYdUD5tcde V8hk1mqd5avgoPp2QzcCAQ== 0000891618-99-004469.txt : 19991018 0000891618-99-004469.hdr.sgml : 19991018 ACCESSION NUMBER: 0000891618-99-004469 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991006 EFFECTIVENESS DATE: 19991006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAXIM INTEGRATED PRODUCTS INC CENTRAL INDEX KEY: 0000743316 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942896096 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-88535 FILM NUMBER: 99723948 BUSINESS ADDRESS: STREET 1: 120 SAN GABRIEL DR CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4087377600 MAIL ADDRESS: STREET 1: 120 SAN GABRIEL DR CITY: SUNNYVALE STATE: CA ZIP: 94086 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on October 6, 1999 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MAXIM INTEGRATED PRODUCTS, INC. (Exact name of registrant as specified in its charter) California 77-00246 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
120 San Gabriel Drive Sunnyvale, California 94086 (Address of Principal Executive Office Including Zip Code) MAXIM INTEGRATED PRODUCTS, INC. SUPPLEMENTAL NONEMPLOYEE STOCK OPTION PLAN, AS AMENDED 1987 SUPPLEMENTAL STOCK OPTION PLAN, AS AMENDED 1988 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN, AS AMENDED 1996 STOCK INCENTIVE PLAN, AS AMENDED 1987 EMPLOYEE STOCK PARTICIPATION PLAN, AS AMENDED (Full titles of the plans) Anthony C. Gilbert, Esq. Maxim Integrated Products, Inc. 120 San Gabriel Drive Sunnyvale, California 94086 (Name and address of agent for service) (408) 737-7600 (Telephone number, including area code, of agent for service)
- ------------------------------------------------------------------------------------------------------------------------ CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------ Proposed maximum Proposed maximum aggregate offering Title of securities to be Amount to be offering price per price Amount of registered registered share (1) registration fee - ------------------------------------------------------------------------------------------------------------------------ Common Stock subject to 27,129,975 $22.840939 $619,674,104 $172,269.00 options under the Maxim Integrated Products, Inc. Stock Option Plans Common Stock issuable 1,700,025 $64.757813 $110,089,901 $ 30,605.00 under the Maxim Integrated Products, Inc. Stock Option Plans Total 28,830,000 $729,764,005 $202,874.00 - ------------------------------------------------------------------------------------------------------------------------
(1) Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended. The price of $22.840939 per share represents the weighted average exercise price of the 27,129,975 shares of Common Stock subject to options under the Maxim Integrated Products, Inc. Plans. The price of $64.757813 per share represents the average of the high and low price per share of Common Stock issuable under the Maxim Integrated Products, Inc. Plans, as reported on the Nasdaq National Market on October 1, 1999. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. There are hereby incorporated by reference in this Registration Statement the following documents and information previously filed with the Securities and Exchange Commission (the "Commission"): 1. The contents of the Registrant's Registration Statements on Form S-8, Commission File No. 33-54026, No. 33-72186, and No. 33-57849 including exhibits thereto, are hereby incorporated by reference into this Registration Statement, except as the same may be modified by the information set forth herein. 2. The Registrant's Annual Report on Form 10-K for the fiscal year ended June 26, 1999, filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"). All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby 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 8. Exhibits.
Exhibit Number Description ------- ----------- 4.1* Restated Certificate of Incorporation of the Registrant as filed with the Delaware Secretary of State on September 21, 1995 4.2** Amendment to Restated Certificate of Incorporation of the Company as filed with the Delaware Secretary of State on December 3, 1997 4.3*** Amended and Restated Bylaws of the Company, as amended to date 5.1 Opinion of Morrison & Foerster LLP 23.1 Consent of Counsel (included in Exhibit 5.1) 23.2 Consent of Ernst & Young LLP, Independent Auditors 25.1 Power of Attorney (included on the signature page).
* Incorporated by Reference to the Company's Annual Report on Form 10-K for the year ended June 30, 1995. ** Incorporated by Reference to the Company's Annual Report on Form 10-K for the year ended June 30, 1998. *** Incorporated by Reference to the Company's Annual Report on Form 10-K for the year ended June 30, 1997. 2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, Maxim Integrated Products, Inc., 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 October 5, 1999. MAXIM INTEGRATED PRODUCTS, INC. By: /s/ John F. Gifford --------------------------- John F. Gifford President, Chief Executive Officer and Chairman of the Board POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints John F. Gifford and Anthony C. Gilbert, and each of them, as attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendment 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 to said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming anything the said attorney-in-fact or his 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 registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature Capacity Date - --------- -------- ---- /s/ John F. Gifford President, Chief Executive October 5, 1999 - ----------------------------------- John F. Gifford Officer and Chairman of the Board (Principal Executive Officer) /s/ Carl W. Jasper Vice President and October 5, 1999 - ----------------------------------- Chief Financial Officer Carl W. Jasper (Principal Financial and Accounting Officer) /s/ James R. Bergman Director October 5, 1999 - ----------------------------------- James R. Bergman /s/ B. Kipling Hagopian Director October 5, 1999 - ----------------------------------- B. Kipling Hagopian /s/ A.R. Frank Wazzan Director October 5, 1999 - ----------------------------------- A.R. Frank Wazzan
3 4 INDEX TO EXHIBITS
Exhibit Number Description ------- ----------- 4.1* Restated Certificate of Incorporation of the Registrant as filed with the Delaware Secretary of State on September 21, 1995 4.2** Amendment to Restated Certificate of Incorporation of the Company as filed with the Delaware Secretary of State on December 3, 1997 4.3*** Amended and Restated Bylaws of the Company, as amended to date 5.1 Opinion of Morrison & Foerster LLP 23.1 Consent of Counsel (included in Exhibit 5.1) 23.2 Consent of Ernst & Young LLP, Independent Auditors 25.1 Power of Attorney (included on the signature page).
* Incorporated by Reference to the Company's Annual Report on Form 10-K for the year ended June 30, 1995. ** Incorporated by Reference to the Company's Annual Report on Form 10-K for the year ended June 30, 1998. *** Incorporated by Reference to the Company's Annual Report on Form 10-K for the year ended June 30, 1997. 4 EX-5.1 2 OPINION OF MORRISON & FOERSTER LLP 1 EXHIBIT 5.1 October 5, 1999 Maxim Integrated Products, Inc. 120 San Gabriel Drive Sunnyvale, CA 94086 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by Maxim Integrated Products, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission on October 5, 1999 (the "Registration Statement"), relating to the registration under the Securities Act of 1933, as amended, of 28,830,000 shares of the Company's Common Stock, $0.001 par value (the "Stock"). The Stock is reserved for issuance pursuant to options granted or to be granted under the Company's Supplemental Nonemployee Stock Option Plan, as amended, 1987 Supplemental Stock Option Plan, as amended, 1988 Nonemployee Director Stock Option Plan, as amended, 1996 Stock Incentive Plan, as amended, and shares to be issued under the Company's Company's 1987 Employee Stock Participation Plan, as amended. As counsel to the Company, we have examined the proceedings taken by the Company in connection with the registration of the Stock. It is our opinion that the Stock, when issued and sold in the manner described in the Registration Statement and the related Prospectus, will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. Very truly yours, /s/ MORRISON & FOERSTER EX-23.2 3 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS 1 Exhibit 23.2 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Supplemental Nonemployee Stock Option Plan, as amended, 1987 Supplemental Stock Option Plan, as amended, 1988 Nonemployee Director Stock Option Plan, as amended, 1996 Stock Incentive Plan, as amended, and 1987 Employee Stock Participation Plan, as amended, of Maxim Integrated Products, Inc. of our report dated July 30, 1999, with respect to consolidated financial statements of Maxim Integrated Products, Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended June 26, 1999 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP San Jose, California October 5, 1999 -----END PRIVACY-ENHANCED MESSAGE-----