As filed with the Securities and Exchange Commission on December 14, 2011
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
INTEGRATED SILICON SOLUTION, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 77-0199971 | |
| (State of Incorporation) | (I.R.S. Employer Identification Number) |
1940 Zanker Road
San Jose, CA 95112
(Address of Principal Executive Offices)
2007 INCENTIVE COMPENSATION PLAN
(Full title of the plans)
Scott Howarth
President and Chief Executive Officer
INTEGRATED SILICON SOLUTION, INC.
1940 Zanker Road
San Jose, CA 95112
(Name and address of agent for service)
(408) 969-6600
(Telephone number, including area code, of agent for service)
Copy to:
J. Robert Suffoletta
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
Telephone: (650) 493-9300
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not Check if a smaller reporting company) | Smaller Reporting Company | ¨ | |||
CALCULATION OF REGISTRATION FEE
|
| ||||||||
| Title of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering |
Amount of Registration Fee | ||||
| Common Stock, $0.0001 par value, issuable under the 2007 Incentive Compensation Plan |
2,000,000 shares | $8.95(1) | $17,900,000.00 | $2,051.34 | ||||
|
| ||||||||
| (1) | Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based on the average of the high ($9.05) and low ($8.85) prices for the Registrant’s Common Stock reported by the Nasdaq Global Select Market on December 12, 2011. |
STATEMENT UNDER GENERAL INSTRUCTION E – REGISTRATION OF ADDITIONAL SECURITIES
This registration statement registers 2,000,000 additional shares of our common stock that may be issued pursuant to the Integrated Silicon Solution, Inc. 2007 Incentive Compensation Plan, as amended and restated on June 9, 2011. This registration statement relates to securities of the same class as those registered on the Company’s Form S-8 filed with the Securities and Exchange Commission (“SEC”) on December 19, 2007 (File No. 333-148184) (the “Prior Registration Statement”), and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference.
In addition, the following documents filed with the SEC are hereby incorporated by reference into this registration statement:
| (a) | Annual Report on Form 10-K for the year ending September 30, 2011, filed on December 14, 2011; and |
| (b) | The description of our common stock which is contained in the registration statement on Form 8-A filed on January 7, 1995. |
In addition, all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 into this registration statement from the date of filing of such documents.
INTEGRATED SILICON SOLUTION, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
| Item 8. | Exhibits. |
| Exhibit Number |
Description | |
| 4.1 | 2007 Incentive Compensation Plan, as amended * | |
| 5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation | |
| 23.1 | Consent of Independent Registered Public Accounting Firm (Grant Thornton LLP) | |
| 23.2 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1) | |
| 24.1 | Power of Attorney (contained on page II-2) | |
| * | Incorporated by reference to the Company’s current report on Form 8-k, filed on July 25, 2011. |
II-1
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 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 San Jose, State of California, on December 14, 2011.
| INTEGRATED SILICON SOLUTION, INC. | ||
| By: | /s/ Scott D. Howarth | |
| Scott D. Howarth, President and Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott D. Howarth and John M. Cobb, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any 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, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitution or substitutes, may 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 dates indicated below.
| Signature |
Title |
Date | ||
| /s/ Jimmy S.M. Lee Jimmy S.M. Lee |
Executive Chairman of the Board | December 14, 2011 | ||
| /s/ Scott D. Howarth Scott D. Howarth |
Director, President and Chief Executive Officer (Principal Executive Officer) |
December 14, 2011 | ||
| /s/ John M. Cobb John M. Cobb |
Vice President and Chief Financial Officer (Principal Financial and Principal Accounting Officer) |
December 14, 2011 | ||
| /s/ Kong Yeu Han Kong Yeu Han |
Director and Vice Chairman | December 14, 2011 | ||
| /s/ Paul Chien Paul Chien |
Director | December 14, 2011 | ||
| /s/ Jonathan Khazam Jonathan Khazam |
Director | December 14, 2011 | ||
| /s/ Keith McDonald Keith McDonald |
Director | December 14, 2011 | ||
| /s/ Stephen Pletcher Stephen Pletcher |
Director | December 14, 2011 | ||
| /s/ Bruce A. Wooley Bruce A. Wooley |
Director | December 14, 2011 | ||
| /s/ John Zimmerman John Zimmerman |
Director | December 14, 2011 | ||
II-2
INDEX TO EXHIBITS
| Exhibit Number |
Description | |
| 4.1 | 2007 Incentive Compensation Plan, as amended * | |
| 5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation | |
| 23.1 | Consent of Independent Registered Public Accounting Firm (Grant Thornton LLP) | |
| 23.2 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1) | |
| 24.1 | Power of Attorney (contained on page II-2) | |
| * | Incorporated by reference to the Company’s current report on Form 8-k, filed on July 25, 2011. |
II-3
Exhibit 5.1
[Letterhead of Wilson Sonsini Goodrich & Rosati, P.C.]
December 14, 2011
Integrated Silicon Solution, Inc.
1940 Zanker Road
San Jose, CA 95112
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about the date hereof (the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of an additional 2,000,000 shares (the “Shares”) of your Common Stock issuable under your 2007 Incentive Compensation Plan (the “Plan”). As your counsel, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plan.
It is our opinion that, when issued and sold in the manner described in the Plan and pursuant to the agreements which accompany each grant under the Plan, the Shares will be legally and validly issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.
| Very truly yours, | ||||
| WILSON SONSINI GOODRICH & ROSATI | ||||
| Professional Corporation | ||||
| /s/ Wilson Sonsini Goodrich & Rosati, P.C. | ||||
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated December 14, 2011, with respect to the consolidated financial statements, and internal control over financial reporting, included in the Annual Report of Integrated Silicon Solution, Inc. on Form 10-K for the year ended September 30, 2011. We hereby consent to the incorporation by reference of said reports in the Registration Statement of Integrated Silicon Solution, Inc. on Form S-8.
/s/ Grant Thornton LLP
San Jose, California
December 14, 2011