S-8 POS 1996 Plan amend 5
As filed with the Securities and Exchange Commission on May 15, 2013
Registration No. 333-143337
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 5
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
TRIQUINT SEMICONDUCTOR, INC.
(Exact name of Registrant as specified in its charter)
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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:
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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):
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Large accelerated filer x | | Accelerated filer o | | Non-accelerated filer o | | Smaller reporting company o |
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CALCULATION OF REGISTRATION FEE
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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) |
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(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 5, 2009, and adopted a new plan, the TriQuint Semiconductor, Inc. 2009 Incentive Plan (the “2009 Plan”), effective as of the date the 2009 Plan was approved by the Registrant's shareholders on May 5, 2009. 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 1,122,081 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. 5 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 15, 2013.
TriQuint Semiconductor, Inc.
/s/ 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 15, 2013.
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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 | |