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).