0000913885-12-000026.txt : 20120509 0000913885-12-000026.hdr.sgml : 20120509 20120509143015 ACCESSION NUMBER: 0000913885-12-000026 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120509 DATE AS OF CHANGE: 20120509 EFFECTIVENESS DATE: 20120509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIQUINT SEMICONDUCTOR INC CENTRAL INDEX KEY: 0000913885 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 953654013 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-143337 FILM NUMBER: 12825105 BUSINESS ADDRESS: STREET 1: 2300 NE BROOKWOOD PARKWAY CITY: HILLSBORO STATE: OR ZIP: 97124 BUSINESS PHONE: 5036159000 MAIL ADDRESS: STREET 1: 2300 NE BROOKWOOD PARKWAY CITY: HILLSBORO STATE: OR ZIP: 97124 S-8 POS 1 s-8pos1996planamend4.htm FORM S-8 POST- EFFECTIVE AMENDMENT NO. 4 S-8 POS 1996 Plan amend 4
As filed with the Securities and Exchange Commission on May 9, 2012

Registration No. 333-143337

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
POST-EFFECTIVE AMENDMENT NO. 4
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
TRIQUINT SEMICONDUCTOR, INC.
(Exact name of Registrant as specified in its charter)
Delaware
95-3654013
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

2300 NE Brookwood Parkway
Hillsboro, Oregon 97124
(Address of principal executive offices, including zip code)
TRIQUINT SEMICONDUCTOR, INC.
AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN
(Full title of the plan)

Ralph Quinsey
President and Chief Executive Officer
TriQuint Semiconductor, Inc.
2300 NE Brookwood Parkway
Hillsboro, Oregon 97124
503-615-9000
(Name, address and telephone number, including area code, of agent for service)
______________________
Copy to:
Danielle Benderly
Perkins Coie LLP
1120 N.W. Couch Street, Tenth Floor
Portland, Oregon 97209-4128
503-727-2000
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 x
 
Accelerated filer o
 
Non-accelerated filer o 
 
Smaller reporting company o
 
 
(Do not check if a 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 Price
Amount of
Registration Fee
Common Stock, $0.001 par value, including any associated preferred stock purchase rights, under the TriQuint Semiconductor, Inc. Amended and Restated 1996 Stock Incentive Plan
(1)
(1)
(1)
(1)
 
 
 
 
 
(1)No additional shares are being registered and registration fees were paid upon filing of the original Form S-8 Registration Statements with the Securities and Exchange Commission on May 29, 2007 (Registration No. 333-143337) for the plan. Therefore, no further registration fee is required.



EXPLANATORY NOTE
The Registrant suspended its Amended and Restated 1996 Equity Incentive Plan (the “1996 Plan”) with respect to issuances of new stock option grants thereunder, effective May 2, 2012, and adopted a new plan, the TriQuint Semiconductor, Inc. 2012 Incentive Plan (the “2012 Plan”), effective as of the date the 2012 Plan was approved by the Registrant's shareholders on May 2, 2012. The Registrant's Form S-8 Registration Statement filed with the Securities and Exchange Commission (the “Commission”) on May 29, 2007 (Registration No. 333-143337) (the “Registration Statement”) is hereby amended to provide that up to 1,272,325 shares available for issuance, but not issued or subject to outstanding options, under the 1996 Plan are no longer issuable under the 1996 Plan.
The Registration Statement shall remain in effect for purposes of outstanding stock options granted under the 1996 Plan.


PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT

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 the requirements for filing on Form S‑8 and has duly caused this Post-Effective Amendment No. 4 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hillsboro, State of Oregon, on May 9, 2012.
TriQuint Semiconductor, Inc.

/s/ Steven J. Buhaly     
By:
Steven J. Buhaly
Vice President of Finance, Secretary and Chief Financial Officer

 
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 4 to Registration Statement has been signed by the following persons in the capacities indicated below on May 9, 2012.
Signature
Title
 /s/ Ralph G. Quinsey
Ralph G. Quinsey
Director, President and Chief Executive Officer
(Principal Executive Officer)
 /s/ Steven J. Buhaly
Steven J. Buhaly
Vice President of Finance, Secretary and Chief Financial Officer (Principal Financial and Accounting Officer)
*
Steven J. Sharp
Chairman of the Board
*
Charles Scott Gibson
Director
*
David H.Y. Ho
Director
*
Nicolas Kauser
Director
*
Walden C. Rhines
Director
*
Willis C. Young
Director
       *By /s/ Steven J. Buhaly
Steven J. Buhaly, Attorney-in-Fact