-----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, MdJnSwok1ivhkS7GO2JobhLhKMArAgpTAI/v+dt6v0r1+4NIbSR+D95WtO6tcEdm GhUgmvF4h4REi3Dr30akFw== 0001036050-98-000681.txt : 19980427 0001036050-98-000681.hdr.sgml : 19980427 ACCESSION NUMBER: 0001036050-98-000681 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980424 EFFECTIVENESS DATE: 19980424 SROS: NASD 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-8 SEC ACT: SEC FILE NUMBER: 333-50939 FILM NUMBER: 98600514 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-8 1 FORM S-8 As filed with the Securities and Exchange Commission on April 24, 1998 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 --------------------- INTEGRATED CIRCUIT SYSTEMS, INC. (Exact name of issuer as specified in its charter) Pennsylvania 23-2000174 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation of organization) 2435 Boulevard of the Generals Valley Forge, Pennsylvania 19482 (610) 630-5300 (Address of principal executive offices) 1997 EQUITY COMPENSATION PLAN EMPLOYMENT AND COMPENSATION ARRANGEMENTS PURSUANT TO PRIVATE STOCK OPTION AGREEMENTS (Full title of the plan) HOCK E. TAN Senior Vice President and Chief Financial Officer Integrated Circuit Systems, Inc. 2435 Boulevard of the Generals Valley Forge, Pennsylvania 19482 (Name and address of agent for service) (610) 630-5300 (Telephone number, including area code, of agent for service) ----------------------- Copy to: DAVID R. KING, ESQ. Morgan, Lewis & Bockius LLP 2000 One Logan Square Philadelphia, PA 19103-6993 (215) 963-5000 CALCULATION OF REGISTRATION FEE
Title of securities Number of Proposed maximum Proposed maximum to be shares to be offering price aggregate Amount of registered registered (1) per share (2) offering price (2) registration fee (3) - ---------------------------------------------------------------------------------------------------- Common Stock, no par value 2,530,605 $17.8125 $45,076,401 $13,297.54 ====================================================================================================
(1) This registration statement covers shares of Common Stock of Integrated Circuit Systems, Inc. which may be offered or sold pursuant to the Plans named above. Pursuant to Rule 457(h)(2), no separate registration fee is required with respect to the interests in the plan. This registration statement also relates to an indeterminate number of shares of Common Stock that may be issued upon stock splits, stock dividends or similar transactions in accordance with Rule 416. (2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the purpose of calculating the registration fee, based upon the average of the reported high and low sales prices for a share of Common Stock of Integrated Circuit Systems, Inc. on April 21, 1998, as reported on the National Market of the Nasdaq Stock Market. (3) Calculated pursuant to Section 6(b) as follows: proposed maximum aggregate offering price multiplied by .000295. EXPLANATORY NOTES ================= This Registration Statement on Form S-8 (this "Registration Statement"), filed by Integrated Circuit Systems, Inc. (the "Company"), relates to 2,530,605 shares (the "Shares") of the Company's Common Stock, no par value (the "Common Stock"). Of the Shares, 2,000,000 shares are issuable pursuant to the Company's 1997 Equity Compensation Plan and 530,605 shares are issuable pursuant to employment and compensation arrangements under separate private stock option agreements. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, as filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to the Securities and Exchange Act of 1934 (the "Exchange Act") are incorporated by reference in this Registration Statement and made a part hereof: (a) The Company's Annual Report on Form 10-K for the fiscal year ended June 28, 1997 filed with the Commission on September 8, 1997. (b) The Company's Quarterly Report on Form 10-Q for the interim period ended September 27, 1997 filed with the Commission on November 12, 1997. (c) The Company's Quarterly Report on Form 10-Q for the interim period ended December 27, 1997, filed with the Commission on February 9, 1998, as amended on February 13, 1998. (d) The description of the Company's shares of Common Stock contained in the Registration Statement on Form 8-A filed with the Commission on May 21, 1991, registering the Common Stock under the Exchange Act. (e) The Company's Current Report on Form 8-K dated April 21, 1998 filed with the Commission on April 23, 1998. All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained in any document, all or a portion of which is incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Sections 1741 and 1742 of the PBCL provide that a business corporation may indemnify directors and officers against liabilities they may incur as such provided that the particular person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. In general, the power to indemnify under these sections does not exist in the case of actions against a director or officer by or in the right of the corporation if the person otherwise entitled to indemnification shall have been adjudged to be liable II-1 to the corporation unless it is judicially determined that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnification for specified expenses. The Company is required to indemnify directors and officers against expenses they may incur in defending actions against them in such capacities if they are successful on the merits or otherwise in the defense of such actions. Section 1713 of the PBCL permits the shareholders to adopt a bylaw provision relieving a director (but not an officer) of personal liability for monetary damages except where (i) the director has breached the applicable standard of care, and (ii) such conduct constitutes self-dealing, willful misconduct or recklessness. The statute provides that a director may not be relieved of liability for the payment of taxes pursuant to any federal, state or local law or responsibility under a criminal statute. Article 23 of the Company's Bylaws limits the liability of any director of the Company to the fullest extent permitted by Section 1713 of the PBCL. Section 1746 of the PBCL grants a corporation broad authority to indemnify its directors, officers and other agents for liabilities and expenses incurred in such capacity, except in circumstances where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Article 23 of the Company's Bylaws provides indemnification of directors, officers and other agents of the Company to the extent not otherwise permitted by Section 1741 of the PBCL and pursuant to the authority of Section 1746 of the PBCL. Article 23 of the Company's Bylaws provides that the Company shall indemnify to the fullest extent permitted by Pennsylvania law any director or officer of the Company, and may indemnify any other employee or agent, for expenses and any liability paid or incurred by him or her in connection with any actual or threatened claim, action, suit or proceeding (including derivative suits) in which he or she may be involved by reason of being or having been a director, officer, employee or agent of the Company or, at the request of the Company, of another corporation, partnership, joint venture, trust, employee benefit plan or other entity. The Bylaws specifically authorize indemnification against both judgments and amounts paid in settlement of derivative suits, unlike Section 1742 of the PBCL which authorizes indemnification only of expenses incurred in defending a derivative action. Unlike the provisions of PBCL Sections 1741 and 1742, Article 23 does not require the Company to determine the availability of indemnification by the procedures or the standard of conduct specified in Sections 1741 and 1742 of the PBCL. A person who has incurred an indemnifiable expense or liability has a right to be indemnified independent of any procedures or determinations that would otherwise be required, and that right is enforceable against the Company as long as indemnification is not prohibited by law. Article 23 of the Company's Bylaws also authorizes the Company to further secure or insure its indemnification obligations by creating a trust fund or escrow, establishing any form of self-insurance, granting a security interest in its assets or property, establishing a letter of credit, or using any other means that may be available from time to time. The Company maintains, on behalf of its directors and officers, insurance protection against certain liabilities arising out of the discharge of their duties, as well as insurance covering the Company for indemnification payments made to its directors and officers for certain liabilities. The premiums for such insurance are paid by the Company. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. II-2 ITEM 8. EXHIBITS. The following is a list of exhibits filed as part of this Registration Statement. Exhibit Number Exhibit - ------ ------- 4.1* Integrated Circuit Systems, Inc. 1997 Equity Compensation Plan. 4.2 Form of Private Stock Option Agreement. 5.1 Opinion of Morgan, Lewis & Bockius LLP. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of Morgan, Lewis & Bockius LLP (included within Exhibit 5.1). 24 Power of Attorney (included on signature pages hereto). ___________________ * Incorporated by reference to Exhibit A to the Company's 1997 Proxy Statement filed with the Commission on September 15, 1997. ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be II-3 deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 Norristown, Commonwealth of Pennsylvania, on April 24, 1998. INTEGRATED CIRCUIT SYSTEMS, INC. By: /s/ HENRY I. BOREEN --------------------------------------------- President, Chief Executive Officer and Chairman POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS BELOW IN SO SIGNING ALSO MAKES, CONSTITUTES AND APPOINTS HENRY I. BOREEN AND HOCK E. TAN, OR EITHER OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY TO ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS, OR THEIR SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY 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 below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - --------- ----- ---- /s/ HENRY I. BOREEN President, Chief Executive Officer April 24, 1998 - ---------------------------------------------- and Chairman (Principal Executive Officer) Henry I. Boreen /s/ HOCK E. TAN Chief Financial Officer, Chief Operating April 24, 1998 - ---------------------------------------------- Officer, Senior Vice President of Finance Hock E. Tan and Secretary (Principal Financial and Accounting Officer) /s/ EDWARD M. ESBER JR. Director April 24, 1998 - ---------------------------------------------- Edward M. Esber Jr. /s/ RUDOLF GASSNER Director April 24, 1998 - ---------------------------------------------- Rudolf Gassner /s/ JOHN L. PICKITT Director April 24, 1998 - ---------------------------------------------- John L. Pickitt
S-1 INTEGRATED CIRCUIT SYSTEMS, INC. INDEX TO EXHIBITS Exhibit Number Description - ------ ----------- 4.1* Integrated Circuit Systems, Inc. 1997 Equity Compensation Plan. 4.2 Form of Private Stock Option Agreement. 5.1 Opinion of Morgan, Lewis & Bockius LLP. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of Morgan, Lewis & Bockius LLP (included within Exhibit 5.1). 24 Power of Attorney (included on signature pages hereto). ___________________ * Incorporated by reference to Exhibit A to the Company's 1997 Proxy Statement filed with the Commission on September 15, 1997. EX-4.2 2 STOCK OPTION EXHIBIT 4.2 INTEGRATED CIRCUIT SYSTEMS, INC. -------------------------------- STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (the "Agreement") is made this ____ day of September, 1997, by and between Integrated Circuit Systems, Inc. (the "Company") and ___________________ (the "Optionee"). WHEREAS, the Company's Stock Option Committee took action on April 2, 1997 (the "Grant Date") to grant the Optionee an option to purchase a specified number of shares of the Company's Common Stock pursuant to the Company's 1992 Stock Option Plan as described in Exhibit A (the "Original Option"); WHEREAS, the Company has determined that there are not sufficient shares of the Company's Common Stock reserved for issuance under the 1992 Stock Option Plan to cover the Original Option grant; WHEREAS, the Stock Option Committee intended the Original Option grant to be valid, binding, and enforceable by the Optionee; and WHEREAS, in order to permit the Company to meet its obligations under the Original Option grant and avoid having the grant made subject to approval by Company shareholders of requisite amendments to the 1992 Plan, the parties desire to convert the Original option to an option (the "Option") granted outside of the 1992 Stock Option Plan on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows: 1. Conversion of Options --------------------- 1.1 The Original Option, and all rights of any nature relating thereto and the grant letter under which the Original Option was granted, are hereby and forever converted to the Option described in Paragraph 2 and subject to the further terms and conditions of this Agreement. The Optionee agrees to deliver to the Company the Stock Option Agreement evidencing the Original Option grant. 1.2 The Optionee hereby knowingly and voluntarily waives all of his rights with respect to the Original Option. 2. Grant. The Company confirms the grant as of the Grant Date of an ----- Option to purchase up to ________ shares of the Common Stock of the Company (the "Option Shares") at a price of $13.25 per share (the "Option Price"). 3. Type of Option. This Option is not intended to be an "incentive stock -------------- option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). 4. Term. The Option shall expire at 5:00 p.m. (local time at the ---- principal executive offices of the Company) on 04/02/02 (the "Expiration Date") unless sooner terminated as provided herein. 5. Exercise of Option. Subject to Paragraphs 2 and 4 and in accordance ------------------ with the further terms and conditions contained in this Agreement, the Option shall be exercisable, on a cumulative basis, in accordance with the following schedule: Integrated Circuit Systems, Inc. Stock Option Grant Agreement Page 2 Beginning On: Number of Shares ------------ ---------------- 04/02/98 04/02/99 04/02/00 04/02/01 6. Method of Exercise and Payment. ------------------------------ 6.1 This Option shall be exercisable by written notice to the Company, pursuant to Paragraph 14, specifying the number of Option Shares to be purchased. The notice shall also be accompanied by payment of the aggregate Option Price of the Option Shares being purchased. If the listing, registration, or qualification of the Option Shares upon any securities exchange or under any federal or state law, or the consent or approval of any governmental regulatory body is necessary as a condition of or in connection with the purchase of such Option Shares, the Company shall not be obligated to issue or deliver the certificates representing the Option Shares as to which the Option has been exercised unless and until such listing, registration, qualification, consent, or approval shall have been effected or obtained. 6.2 To the extent permitted by the Company, payment of the Option Price may be made: (i) in cash; (ii) by requesting that the Company withhold from the Option Shares otherwise issuable upon exercise of the Option that number of Option Shares having an aggregate fair market value on the date of exercise (the difference between the Option Price and the fair market value on the date of exercise) equal to the Option Price for all of the Option Shares as to which the Option is being exercised; (iii) by means of a brokers' cashless exercise procedure; or (iv) by any combination of the foregoing. 7. Rights of Shareholders. Neither an Optionee nor his other legal ---------------------- representatives or beneficiaries shall have any of the rights of a shareholder with respect to any shares subject to any Option until such shares shall have been issued upon the proper exercise of such Option. 8. Nontransferability of Options. No Option may be sold, transferred, ----------------------------- pledged, assigned, or otherwise alienated or hypothecated otherwise than by will or by the laws of descent and distribution. Except as otherwise specifically provided herein, all Options granted to an Optionee under the Plan shall be exercised during the lifetime of such Optionee only by such Optionee. 9. Termination of Employment or Service. Subject to the condition that ------------------------------------ no Option shall be exercisable after the expiration of the period fixed in accordance with Paragraph 4 hereof: 9.1 In the event that Optionee ceases to be an employee of the Company or its subsidiaries by reason of a discharge for cause or a voluntary separation from the Company without the consent of the Company or its subsidiaries, the Option shall terminate immediately. 9.2 In the event that the Optionee shall die while employed by the Company or within three months after (i) termination of employment or service due to disability or (ii) retirement on the Optionee's Retirement Date, the Optionee shall be exercisable during its remaining term, to the extent then exercisable or on such accelerated basis as the Company may determine, by the Optionee's successor's interest, within one year after the Optionee's death. Integrated Circuit Systems, Inc. Stock Option Grant Agreement Page 3 9.3 In the event that the Optionee's employment terminates for any reason (other than as described in Paragraph 9.1 or 9.2), including due to disability (within the meaning of Code Section 22(e)(3)) or retirement on Optionee's Retirement Date (as hereinafter defined), the Option granted shall be exercisable during its remaining term, to the extent then exercisable or on such accelerated basis as the Company may determine, within a period of three months after such termination. 9.4 For purposes of this Paragraph 9, "Retirement Date" shall mean any date the Optionee is entitled to retire under the Company's retirement plans and shall include normal retirement at age 65, early retirement at age 62, and retirement at 60 after 30 years of service. 10. Rights of Employees. Nothing in the Option shall interfere with or ------------------- limit in any way the right of the Company or any subsidiary to terminate the Optionee's employment at any time, nor confer upon the Optionee any right to continue in the employ of the Company or any subsidiary. The Optionee shall not have the right to be selected as an optionee, or having been so elected, to be selected again as an optionee. The grant of the Option shall not constitute a part of the base salary or any other compensation of the Optionee under any other benefit plan of the Company or any subsidiary unless expressly so provided in such other benefit plan. 11. Adjustments. In the event of any change in the outstanding Common ----------- Stock of the Company by reason of a stock split, stock dividend, stock combination, or reclassification, recapitalization, or merger, or similar event, the Company may adjust appropriately the number of shares available for or subject to the Option and Option Price and make such other revisions to the Option to reflect such change. 12. Tax Withholding. The Company shall have the authority, with respect --------------- to the Option, to withhold, or to require the Optionee to remit to the Company, prior to the issuance or delivery of any Option Shares, an amount sufficient to satisfy federal, state and local withholding requirements on any exercise of the Option. Notwithstanding the last sentence of Paragraph 6.2, the Company may, in its sole discretion, permit the Optionee to elect to satisfy withholding taxes, if any, arising in connection with the exercise of the Option by directing the Company to retain shares of Common Stock otherwise issuable upon the exercise of the Option. Any such election shall be irrevocable and shall be subject to such rules as the Company may, from time to time, prescribe. 13. Change in Control. In the event of a "Change in Control", as the term ----------------- is defined in Section 24 of the 1992 Stock Option Plan, remaining outstanding Options shall be immediately exercisable for the total remaining number of Option Shares and shall survive any such event. 14. Notices. Any notices to be given to the Company shall be addressed to ------- the Company at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19043, and any notice given to the Optionee shall be addressed to the Optionee at the address then appearing on the personnel records of the Company or the subsidiary of the Company by which the Optionee is employed, or at such other address as either party hereafter may designate in writing to the other. Any such notice shall be deemed to have been duly given when deposited in the United States mail, addressed as aforesaid, registered, or certified mail, and with proper postage, registration, and certification fees prepaid, or transmitted by hand delivered or overnight express. 15. Reference to 1992 Stock Option Plan. This Option is not being granted ----------------------------------- under or pursuant to the terms of the Company's 1992 Stock Option Plan. However, to the extent not inconsistent with the express terms hereof, it shall be construed and administered as if it were subject to the terms and conditions of the 1992 Stock Option Plan. Integrated Circuit Systems, Inc. Stock Option Grant Agreement Page 4 IN WITNESS WHEREOF, the parties, intending to be legally bound hereby, have caused this Agreement to be executed as of the date first above written. INTEGRATED CIRCUIT SYSTEMS, INC. By: ______________________________ Name: Title: OPTIONEE: ______________________ Date: ____________________________ (Signature) EX-5.1 3 OPINION OF MORGAN, LEWIS & BOCKIUS LLP EXHIBIT 5.1 April 23, 1998 Integrated Circuit Systems, Inc. 2435 Boulevard of the Generals Valley Forge, PA 19483-0968 Re: Integrated Circuit Systems, Inc. Form S-8 Registration Statement ---------------------------------------------------------------- Ladies and Gentlemen: We have acted as counsel to Integrated Circuit Systems, Inc., a Pennsylvania corporation (the "Company"), in connection with the registration of up to 2,530,605 shares (the "Shares") of its Common Stock, no par value (the "Common Stock"), on a registration statement on Form S-8 (the "Registration Statement") filed pursuant to the Securities Act of 1933, as amended (the "Act"). The Shares will be issued pursuant to the Company's 1997 Equity Compensation Plan (the "Plan") and pursuant to employment and compensation arrangements under private stock option agreements (the "Private Stock Option Agreements"). We have examined the Registration Statement and such corporate records, documents, statutes and decisions as we have deemed relevant in rendering this opinion. Based on the foregoing, it is our opinion that the Shares will be, when issued in accordance with the terms of the Plan and the Private Stock Option Agreements, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Morgan, Lewis & Bockius LLP EX-23.1 4 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.1 Consent of Independent Auditors' The Board of Directors Integrated Circuit Systems, Inc. We consent to the incorporation by reference in the registration statement on Form S-8 of Integrated Circuit Systems, Inc. of our report dated August 4, 1997 relating to the consolidated balance sheets of Integrated Circuit Systems, Inc. as of June 28, 1997 and June 29, 1996 and the related consolidated statements of operations, shareholders equity, cash flows and related schedule for each of the years in the three-year period ended June 28, 1997, which report appears in the June 28, 1997 annual report on Form 10-K of Integrated Circuit Systems, Inc. /s/ KPMG Peat Marwick LLP April 23, 1998 Philadelphia, Pennsylvania -----END PRIVACY-ENHANCED MESSAGE-----