S-8 POS 1 s3368200.txt AMENDMENT TO S-8 REGISTRATION STATEMENT 33-68200 As filed with the Securities and Exchange Commission on April 11, 2001 Registration No. 33-68200 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------------------- DALLAS SEMICONDUCTOR CORPORATION (Exact name of registrant as specified in its charter) Delaware 75-1935715 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4401 South Beltwood Parkway, Dallas, Texas 75244-3292 (Address of principal executive offices) (Zip Code) --------------------------------------- DALLAS SEMICONDUCTOR 1984 STOCK OPTION PLAN, AS AMENDED 1987 STOCK OPTION PLAN, AS AMENDED NON-EMPLOYEE DIRECTOR OPTIONS (Full title of the plans) --------------------------------------- Alan P. Hale Chief Financial Officer Dallas Semiconductor Corporation 4401 South Beltwood Parkway Dallas, Texas 75244-3292 (972) 371-4000 (Name, address and telephone number including area code of agent for service) --------------------------------------- Copy to: Ronald J. Frappier, Esq. Gregory J. Schmitt, Esq. Jenkens & Gilchrist, a Professional Corporation 1445 Ross Avenue, Suite 3200 Dallas, Texas 75202 (214) 855-4500 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXPLANATORY NOTE Dallas Semiconductor Corporation, a Delaware corporation (the "Company") has previously filed Registration Statement on Form S-8 (Registration No. 33-68200) (the "Registration Statement") registering shares of common stock, par value $0.02 per share, of the Company (the "Common Stock") under the Company's 1984 Stock Option Plan, the Company's 1987 Stock Option Plan and the Company's Non-Employee Director Options, each as amended, if applicable (collectively, the "Plans"). On April 11, 2001, the Company merged with MI Acquisition Sub, Inc., a Delaware corporation ("Merger Sub"), a wholly owned subsidiary of Maxim Integrated Products, Inc., a Delaware corporation ("Maxim"), with the Company as the surviving entity, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 28, 2001, by and among Maxim, Merger Sub and the Company, whereby the Company became a wholly owned subsidiary of Maxim and Maxim assumed the obligations of the Company under the Plans. Pursuant to the Company's undertaking in the Registration Statement, this Post-Effective Amendment No. 1 is being filed by the Company to deregister all of the securities registered pursuant to the Registration Statement but remaining unsold as of the date this Post-Effective Amendment No. 1 is filed. 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 the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on April 11, 2001. DALLAS SEMICONDUCTOR CORPORATION By: /s/ Alan P. Hale ----------------------------------- Alan P. Hale Chief Financial Officer