-----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, Pk+5SjUaTr6zmJtAYc7PXe7aRV8k/b9uvsiKBwL0Rli6YxPQNzvHptaUOuFPNEOr bc4SKGISHnJM4D92RT6jog== 0000891618-96-000286.txt : 19960502 0000891618-96-000286.hdr.sgml : 19960502 ACCESSION NUMBER: 0000891618-96-000286 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-02449 FILED AS OF DATE: 19960501 EFFECTIVENESS DATE: 19960501 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED SYSTEMS INC CENTRAL INDEX KEY: 0000775163 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942658153 STATE OF INCORPORATION: CA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-03029 FILM NUMBER: 96554382 BUSINESS ADDRESS: STREET 1: 3260 JAY ST CITY: SANTA CLARA STATE: CA ZIP: 95054-3309 BUSINESS PHONE: 4089801500 MAIL ADDRESS: STREET 1: 3260 JAY STREET CITY: SANTA CLARA STATE: CA ZIP: 95054-3309 S-3MEF 1 S-3MEF FILING PURSUANT TO RULE 462(B) 5/1/96 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1996 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTEGRATED SYSTEMS, INC. (Exact name of Registrant as specified in its charter) CALIFORNIA 94-2658153 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) --------------- 201 MOFFETT PARK DRIVE SUNNYVALE, CALIFORNIA 94089 (408) 542-1500 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) --------------- NARENDRA K. GUPTA, CHAIRMAN OF THE BOARD INTEGRATED SYSTEMS, INC. 201 MOFFETT PARK DRIVE SUNNYVALE, CALIFORNIA 94089 (408) 542-1500 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------- Copies to: LAIRD H. SIMONS III, ESQ. WILLIAM D. SHERMAN, ESQ. FRED M. GREGURAS, ESQ. JOHN W. CAMPBELL III, ESQ. KATHERINE T. TALLMAN, ESQ. CORI M. ALLEN, ESQ. MONA CHANDRA, ESQ. MORRISON & FOERSTER LLP FENWICK & WEST LLP 755 PAGE MILL ROAD TWO PALO ALTO SQUARE PALO ALTO, CALIFORNIA 94304 PALO ALTO, CALIFORNIA 94306 (415) 813-5600 (415) 494-0600 --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. --------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ 333-02449 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------- TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED(1) SHARE PRICE REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value 115,000 shs. $28.00 $3,220,000 $1,110.34 - ----------------------------------------------------------------------------------------------------------------------------------
(1) Includes 15,000 shares that the Underwriters have the option to purchase to cover over-allotments, if any. --------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ================================================================================ 2 In accordance with General Instruction IV to Form S-3 and Rule 462(b) promulgated under the Securities Act of 1933, this Registration Statement incorporated by reference the contents of Registration Statement No. 333-02449 filed with the Securities and Exchange Commission on April 12, 1996. EXHIBITS. The following exhibits are filed herewith: EXHIBIT NUMBER EXHIBIT TITLE ------ ------------- 5.01 - Opinion of Fenwick & West LLP regarding legality of the securities being issued. 23.01 - Consent of Fenwick & West LLP (included in Exhibit 5.01). 23.02 - Consent of Coopers & Lybrand L.L.P., Independent Accountants. 24.1 - Power of Attorney (incorporated by reference from page II-4 of the Registration Statement on Form S-3 (File No. 333-02449)). II-1 3 SIGNATURES In accordance with 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-3 and authorized this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on April 30, 1996. INTEGRATED SYSTEMS, INC. By: /s/ Steven Sipowicz --------------------------------- Steven Sipowicz Vice President, Finance and Chief Financial Officer POWER OF ATTORNEY 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 PRINCIPAL EXECUTIVE OFFICER: /s/ David P. St. Charles* President, Chief Executive Officer April 30, 1996 - --------------------------- and Director David P. St. Charles PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER: /s/ Steven Sipowicz Vice President, Finance and April 30, 1996 - --------------------------- Chief Financial Officer Steven Sipowicz ADDITIONAL DIRECTORS: /s/ Narendra K. Gupta* Chairman of the Board and Secretary April 30, 1996 - --------------------------- Narendra K. Gupta /s/ John C. Bolger* Director April 30, 1996 - --------------------------- John C. Bolger /s/ Vinita Gupta* Director April 30, 1996 - --------------------------- Vinita Gupta /s/ Thomas Kailath* Director April 30, 1996 - --------------------------- Thomas Kailath /s/ Richard C. Murphy* Director April 30, 1996 - --------------------------- Richard C. Murphy *By: /s/ Steven Sipowicz ----------------------- Steven Sipowicz Attorney-in-fact
II-2 4 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT TITLE ------ ------------- 5.01 - Opinion of Fenwick & West LLP regarding legality of the securities being issued. 23.01 - Consent of Fenwick & West LLP (included in Exhibit 5.01). 23.02 - Consent of Coopers & Lybrand L.L.P., Independent Accountants. 24.1 - Power of Attorney (incorporated by reference from page II-4 of the Registration Statement on Form S-3 (File No. 333-02449)). EX-5.01 2 CONSENT OF FENWICK & WEST LLP 1 EXHIBIT 5.01 [FENWICK & WEST LLP LETTERHEAD] April 30, 1996 Integrated Systems, Inc. 201 Moffett Park Drive Sunnyvale, CA 94089 Ladies and Gentlemen: At your request, we have examined the registration statement to be filed by you with the Securities and Exchange Commission (the "Commission") on April 30, 1996, pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the "Securities Act") in connection with the registration under the Securities Act of up to 115,000 shares of your Common Stock, (collectively, the "Shares"), all of which are presently issued and outstanding or will be issued pursuant to the exercise of options and outstanding prior to the date of the closing of the offering, and will be sold by certain selling shareholders (the "Selling Shareholders"). Pursuant to Rule 462(b) such registration statement is deemed to be a part of registration statement file no. 333-02449 filed by you on April 12, 1996 (the two such registration statements being collectively referred to herein as the "Registration Statement"). All of the Shares are to be resold to the public by the underwriters named in the Registration Statement. As your counsel, we have examined the proceedings taken by you in connection with the issuance of up to 115,000 Shares that may be sold by the Selling Shareholders. It is our opinion that the up to 115,000 Shares that may be sold by the Selling Shareholders are, or upon the exercise of options, will be legally 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, the Prospectus constituting a part thereof, and any amendments thereto. Very truly yours, Fenwick & West EX-23.02 3 CONSENT OF COOPERS & LYBRAND L.L.P. 1 EXHIBIT 23.02 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this registration statement (Form S-3) of our report dated March 27, 1996, on our audit of the consolidated financial statements of Integrated Systems, Inc. included in its registration statement on Form S-3 (File No. 333-02449) and the incorporation by reference in this registration statement of our report dated March 27, 1996 on the financial statement schedule of Integrated Systems, Inc. appearing in the Company's 1996 Annual Report on Form 10-K. COOPERS & LYBRAND L.L.P. San Jose, California April 30, 1996 -----END PRIVACY-ENHANCED MESSAGE-----