-----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, IszkWG9PBfLnHYMhu48o8qKom+sAl/rHX+L0Wy2Mpz1Yjgp71FI9IkK6r92LWOfV ABtOuy9hSOuFVstL8QnUfw== 0001021408-01-501341.txt : 20010528 0001021408-01-501341.hdr.sgml : 20010528 ACCESSION NUMBER: 0001021408-01-501341 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 333-60692 FILED AS OF DATE: 20010524 EFFECTIVENESS DATE: 20010524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED CIRCUIT SYSTEMS INC CENTRAL INDEX KEY: 0000874689 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 232000174 STATE OF INCORPORATION: PA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-61618 FILM NUMBER: 1647800 BUSINESS ADDRESS: STREET 1: 2435 BLVD OF THE GENERALS CITY: NORRISTOWN STATE: PA ZIP: 19403 BUSINESS PHONE: 6106305300 MAIL ADDRESS: STREET 1: 2435 BLVD OF THE GENERALS CITY: NORRISTOWN STATE: PA ZIP: 19403 S-3MEF 1 ds3mef.txt FORM S-3MEF FOR INTEGRATED CIRCUIT SYSTEMS As filed with the Securities and Exchange Commission on May 24, 2001 Registration No. 333-60692 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ---------------- FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ---------------- INTEGRATED CIRCUIT SYSTEMS, INC. (Exact name of registrant as specified in its charter) Pennsylvania 23-2000174 (State or other jurisdiction of (I.R.S. employer incorporation or organization) Identification No.) 2435 Boulevard of the General Norristown, Pennsylvania 19403 (610) 630-5300 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ---------------- Hock E. Tan President and Chief Executive Officer 2435 Boulevard of the Generals Norristown, Pennsylvania 19403 (610) 630-5300 (Name and address, including zip code, and telephone number, including area code, of agent for service) ---------------- With Copies to: Robert A. Friedel, Esquire Mark C. Smith, Esquire Pepper, Hamilton & Scheetz LLP Skadden, Arps, Slate, 3000 Two Logan Square Meagher & Flom Philadelphia, PA 19103-2799 Four Times Square (215) 981-4000 New York, NY 10036-6572 (212) 735-3000 Approximate date of commencement of proposed sale to public: As soon as practicable after the effectiveness 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] 333-60692 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. [_] THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933. - -------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------- Proposed Maximum Proposed Maximum Title of Each Class of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of Registered Registered Unit(1) Price(1) Registration Fee Common Stock, $.01 par value................................ 2,250,000 $15.53 $34,942,500 $8,736.00 - --------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457 of the Securities Act of 1933. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"). The information in the Registration Statement (File No. 333-60692) filed by Systems & Computer Technology Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act is incorporated by reference into this Registration Statement. CERTIFICATION In accordance with Rule 111(b) under the Securities Act, the undersigned Registrant certifies as follows: (i) the Registrant has instructed its bank to transmit to the Commission the applicable filing fee by a wire transfer of such amount from the account of the Registrant to the Commission's account at Mellon Bank as soon as practicable but no later than the close of the next business day following the filing of this Registration Statement pursuant to Rule 462(b); (ii) the Registrant will not revoke such instructions; and (iii) the Registrant has sufficient funds in such account to cover the amount of such filing fee. The Registrant further undertakes that, if such instructions have been sent after the close of business of such bank, the Registrant will confirm receipt of such instructions by such bank during regular business hours on the following business day. 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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Norristown, Pennsylvania, on May 24, 2001. INTEGRATED CIRCUIT SYSTEMS, INC. By: /s/ Hock E. Tan ------------------------------------------- President and Chief Executive Officer 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/ Hock E. Tan President and Chief Executive May 24, 2001 - ------------------------------- Officer (Principal Executive Hock E. Tan Officer) and Director /s/ Justine F. Lien Chief Financial Officer May 24, 2001 - ------------------------------- (Principal Financial and Justine F. Lien Accounting Officer) /s/ Henry I. Boreen Director May 24, 2001 - ------------------------------- Henry I. Boreen /s/ Michael A. Krupka Director May 24, 2001 - ------------------------------- Michael A. Krupka /s/ Prescott Ashe Director May 24, 2001 - -------------------------------- Prescott Ashe
EXHIBIT INDEX Exhibit Number Description of Exhibits - ------ ----------------------- 5.1 Opinion of Pepper Hamilton LLP. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of KPMG LLP. 23.3 Consent of Pepper Hamilton LLP (included in Exhibit 5.1). EX-5.1 2 dex51.txt OPINION OF PEPPER HAMILTON LLP Exhibit 5.1 Pepper Hamilton LLP Attorneys at Law 3000 Two Logan Square Eighteenth and Arch Streets Philadelphia, PA 19103-2799 215-981-4000 Fax 215-981-4750 May 24, 2001 Integrated Circuit Systems, Inc. 2435 Boulevard of the Generals Norristown, PA 19403 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as counsel to Integrated Circuit Systems, Inc., a Pennsylvania corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of a secondary offering (the "Offering") of up to 12,600,000 shares (including 1,350,000 shares subject to the underwriters' over-allotment option) (the "Shares") of the Company's Common Stock, par value $.01 per share (the "Common Stock") to be offered by certain selling shareholders of the Company (the "Selling Shareholders"). The opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement on Form S-3 filed under the Act with the Securities and Exchange Commission (the "Commission") on May 11, 2001; (ii) Amendment No. 1 to the Registration Statement filed under the Act with the Commission on May 15, 2001, (iii) Amendment No. 2 to the Registration Statement filed under the Act on May 24, 2001, (iv) the Registration Statement on Form S-3 filed in accordance with Rule 462(b) under the Act with the Commission on May 24, 2001, (v) the form of underwriting agreement, filed as Exhibit 1.1 to Amendment No. 1 to the Registration Statement (the "Underwriting Agreement"), to be entered into by and among the Company and representatives of the several underwriters; (vi) the form of the Company's Amended, and Restated Articles of Incorporation and By-Laws as currently in effect; (vii) certain resolutions of the Board of Directors of the Company relating to, among other things, the transactions giving rise to the issuance of the Shares; and (viii) such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others. Integrated Circuit Systems, Inc. May 24, 2001 Page 2 We express no opinion as to the laws of any other jurisdiction other than the Federal laws of the United States of America and the Business Corporation Law of the Commonwealth of Pennsylvania. Based upon and subject to the foregoing, we are of the opinion that the Shares are duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption "Legal Opinions" in the prospectus filed as part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations promulgated thereunder. This opinion is furnished by us, as your counsel, in connection with the filing of the Registration Statement and, except as provided in the immediately preceding paragraph, is not to be used, circulated, quoted or otherwise referred to for any other purpose without our express written permission or relied upon by any other person. Very truly yours, /s/ PEPPER HAMILTON LLP PEPPER HAMILTON LLP EX-23.1 3 dex231.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in this Registration Statement on Form S-3 of our report dated July 28, 2000 relating to the financial statements of Integrated Circuit Systems, Inc., which appear in such Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP Philadelphia, PA May 23, 2001 EX-23.2 4 dex232.txt CONSENT OF KPMG LLP EXHIBIT 23.2 Consent of Independent Auditors The Board of Directors Integrated Circuit Systems, Inc. The audits referred to in our report dated August 4, 1999, included the related financial statement schedule as of July 3, 1999, and for each of the years in the two-year period ended July 3, 1999, incorporated by reference in the registration statement. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement schedule based on audits. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein. We consent to the use of our reports included herein and to the reference to our firm under the heading "Experts" in the prospectus. /s/ KPMG LLP Philadelphia, Pennsylvania May 23, 2001 -----END PRIVACY-ENHANCED MESSAGE-----