-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, h704zJhYq+KqPsq2b8J4x0biFkHLVT18BYBdaUONQCTdsUEBJapGgOwBsscKOjtk y8+C3z1m8oNbiwHkNAhGPQ== 0000950149-95-000087.txt : 19950301 0000950149-95-000087.hdr.sgml : 19950301 ACCESSION NUMBER: 0000950149-95-000087 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950227 EFFECTIVENESS DATE: 19950318 SROS: NONE 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: 1933 Act SEC FILE NUMBER: 033-57849 FILM NUMBER: 95515786 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 DATED FEBRUARY 27, 1995 1 As filed with the Securities and Exchange Commission on February 27, 1995 Registration No. 33- ================================================================================ 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) ________________________________ Delaware 94-2896096 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) _______________________________ 120 San Gabriel Drive Sunnyvale, California 94086 (Address of Principal Executive Offices) ________________________________ Incentive Stock Option Plan Supplemental Nonemployee Stock Option Plan 1987 Employee Stock Participation Plan 1987 Supplemental Stock Option Plan (Full title of the plans) Anthony C. Gilbert, Esq. Maxim Integrated Products, Inc. 120 San Gabriel Drive Sunnyvale, California 94086 (408) 737-7600 - ------------------------------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) ________________________________ Copies to: James R. Jones, Esq. Cooley Godward Castro Huddleson & Tatum Five Palo Alto Square, Suite 400 Palo Alto, CA 94306 ________________________________ 2
CALCULATION OF REGISTRATION FEE =================================================================================================================================== PROPOSED MAXIMUM TITLE OF EACH CLASS AMOUNT TO BE REGISTERED OFFERING PRICE PER PROPOSED MAXIMUM AGGREGATE AMOUNT OF REGISTRATION OF SECURITIES TO BE REGISTERED (1) SHARE (1) OFFERING PRICE (1) FEE - ----------------------------------------------------------------------------------------------------------------------------------- Stock Options and 3,600,000 $22.25 - $35.00 $94,956,994.50 $32,743.79 Common Stock ===================================================================================================================================
(1) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(c) and (h) of Regulation C promulgated under the Securities Act of 1933. The price per share and aggregate offering price are based upon (a) the weighted average exercise price of shares subject to options and rights currently outstanding under the Registrant's Incentive Stock Option Plan, Supplemental Nonemployee Stock Option Plan, the 1987 Employee Stock Participation Plan and the 1987 Supplemental Stock Option Plan and (b) the average of the high and low prices of the Registrant's Common Stock on February 22, 1995 as reported on the NASDAQ National Market System for shares (i) available for future option grants and rights under the Incentive Stock Option Plan, the Supplemental Nonemployee Stock Option Plan, the 1987 Employee Stock Participation Plan and the 1987 Supplemental Stock Option Plan. The following chart shows the calculation of the registration fee.
Number of Offering Price Aggregate Type of Shares Shares Per Share Offering Price -------------- --------- --------------- -------------- Outstanding Options 3,053,670 $22.25 - $35.00 $78,020,764.50 and Rights Shares Available 546,330 $31.00 $16,936,230.00 for Future Grant -------------- $94,956,994.50 x .00034483 ------------- $ 32,743.79
================================================================================ Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. 3 INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8 The contents of the Registration Statements on Form S-8 No. 33-54026 and 33-72186 filed with the Securities and Exchange Commission on October 30, 1992 and November 24, 1993, respectively, are hereby incorporated by reference herein. EXHIBITS
EXHIBIT NUMBER 5 Opinion of Cooley Godward Castro Huddleson & Tatum. 23.1 Consent of Ernst & Young, independent auditors. 23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained in Exhibit 5 to this Registration Statement. 24 Power of Attorney is contained on the signature pages. 99.1 Registrant's Incentive Stock Option Plan, as amended as of November 10, 1994. Filed as Exhibit 10.13 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1994. 99.2 Registrant's Supplemental Nonemployee Stock Option Plan, as amended as of November 10, 1994. Filed as Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1994. 99.3 Registrant's 1987 Employee Stock Participation Plan, as amended as of November 10, 1994. Filed as Exhibit 10.16 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1994. 99.4 Registrant's 1987 Supplemental Stock Option Plan, as amended as of November 10, 1994. Filed as Exhibit 10.14 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1994.
4 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, as amended, 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 February 23, 1995. MAXIM INTEGRATED PRODUCTS, INC. By /s/ John F. Gifford ------------------------------------------- John F. Gifford President, Chief Executive Officer and Chairman of the Board POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John F. Gifford and Anthony C. Gilbert, and each or any one of them, his true and lawful attorney-in-fact and agent, 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 (including post-effective amendments) to this Registration Statement, and to file the same, with all 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 connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. 5 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 dates indicated.
Signature Title Date --------- ----- ---- /s/ John F. Gifford President, Chief Executive Officer, February 23, 1995 - --------------------------------------- Chairman of the Board and Director (Principal (John F. Gifford) Executive Officer) /s/ Michael J. Byrd Vice President and Chief Financial Officer February 23, 1995 - --------------------------------------- (Principal Financial Officer) (Michael J. Byrd) /s/ Richard E. Slater Vice President, Chief Accounting Officer February 23, 1995 - ---------------------------------------- (Principal Accounting Officer) (Richard E. Slater) /s/ James R. Bergman Director February 23, 1995 - ------------------------------- (James R. Bergman) /s/ Robert F. Graham Director February 23, 1995 - ------------------------------- (Robert F. Graham) /s/ A.R. Frank Wazzan Director February 23, 1995 - ------------------------------ (A.R. Frank Wazzan)
6 INDEX TO EXHIBITS The contents of the Registration Statements on Form S-8 No. 33-54026 and 33-72186 filed with the Securities and Exchange Commission on October 30, 1992 and November 24, 1993, respectively, are hereby incorporated by reference herein.
EXHIBIT NUMBER DESCRIPTION 5 Opinion of Cooley Godward Castro Huddleson & Tatum. 23.1 Consent of Ernst & Young, LLP, independent auditors. 23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained in Exhibit 5 to this Registration Statement. 24 Power of Attorney is contained on the signature pages. 99.1 Registrant's Incentive Stock Option Plan, as amended as of November 10, 1994. Filed as Exhibit 10.13 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1994. 99.2 Registrant's Supplemental Nonemployee Stock Option Plan, as amended as of November 10, 1994. Filed as Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1994. 99.3 Registrant's 1987 Employee Stock Participation Plan, as amended as of November 10, 1994. Filed as Exhibit 10.16 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1994. 99.4 Registrant's 1987 Supplemental Stock Option Plan, as amended as of November 10, 1994. Filed as Exhibit 10.14 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1994.
EX-5 2 OPINION OF COOLEY GODWARD CASTRO & TATUM 1 EXHIBIT 5 February 24, 1995 Maxim Integrated Products, Inc. 120 San Gabriel Drive Sunnyvale, California 94086 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Maxim Integrated Products, Inc. (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 3,600,000 shares of the Company's Common Stock, $.001 par value, (the "Common Stock") pursuant to its Incentive Stock Option Plan, Supplemental Nonemployee Stock Option Plan, 1987 Employee Stock Participation Plan and 1987 Supplemental Stock Option Plan (the "Plans") (collectively, the "Shares"). In connection with this opinion, we have examined the Registration Statement and related Prospectuses, your Certificate of Incorporation and By-laws, as amended, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and related Prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full). We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, COOLEY GODWARD CASTRO HUDDLESON & TATUM By: /s/ James R. Jones ------------------------------------- James R. Jones EX-23.1 3 CONSENT OF ERNST & YOUNG, LLP 1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Incentive Stock Option Plan, the Supplemental Nonemployee Stock Option Plan, the 1987 Supplemental Stock Option Plan, and the 1987 Employee Stock Participation Plan of Maxim Integrated Products, Inc. of our report dated August 5, 1994, with respect to the consolidated financial statements of Maxim Integrated Products, Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended June 30, 1994 and the related financial statement schedules included therein, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP San Jose, California February 24, 1995 -----END PRIVACY-ENHANCED MESSAGE-----