ISIL Intersil Corp.

As filed with the Securities and Exchange Commission on August 22, 2014 

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,  D.C. 20549 

 

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Form S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

 

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INTERSIL CORPORATION

(Exact name of registrant as specified in its charter)

 

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1001 Murphy Ranch Road 

Milpitas,  California 95035 

(Address of principal executive offices) (Zip Code)

 

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Intersil Corporation Amended and Restated 2008 Equity Compensation Plan

Intersil Corporation Employee Stock Purchase Plan (As Amended)

(Full title of the plans)

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Thomas Tokos, Esq.

Senior Vice President, General Counsel and Secretary

Intersil Corporation

1001 Murphy Ranch Road 

Milpitas,  California 95035 

(Name and address of agent for service)

 

(408)-432-8888

(Telephone number, including area code, of agent for service)

 

 

 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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

 

 

 

CALCULATION OF REGISTRATION FEE

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EXPLANATORY NOTE

This Registration Statement is being filed pursuant to General Instruction E to Form S-8. The contents of the Registration Statement on Form S-8 previously filed by the Registrant with the Securities and Exchange Commission on August 3, 2012 (File No. 333-183065) are incorporated by reference herein and made a part hereof.

This Registration Statement on Form S-8 is filed by the Registrant to register an additional (i) 12,000,000 shares of Common Stock which may be awarded under the 2008 Plan, and (ii) 2,500,000 shares of Common Stock which may be awarded under the ESPP.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT    

 

 

Item 3. Incorporation of Documents by Reference.

 

The Registrant incorporates by reference into this Registration Statement the following documents previously filed with the Commission:

 

 

 

 

 

 

 

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Item 8. Exhibits.

 

The following exhibits filed herewith are incorporated by reference as part of this 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 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 Milpitas, State of California on the 22nd day of August, 2014.  

 

 

 

 

 

 

 

 

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POWER OF ATTORNEY

 

KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Necip Sayiner,  Richard Crowley and Thomas C. Tokos, each his attorney-in-fact and agent, each with the power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any amendments (including post-effective amendments) to this Registration Statement, and to file with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith 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 any of said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

 

 

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August 22, 2014

Intersil Corporation

1001 Murphy Ranch Road

Milpitas, California 95035

 

Re:REGISTRATION STATEMENT ON FORM S-8

 

We have acted as counsel to Intersil Corporation, a Delaware corporation (the “Company”), in connection with the filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), 14,500,000 shares of its common stock, par value $0.01 per share (the “Shares”), 12,000,000 of which are issuable under the Intersil Corporation Amended and Restated 2008 Equity Compensation Plan (the “2008 Equity Plan”) and the remaining 2,500,000 of which are issuable under the Intersil Corporation Employee Stock Purchase Plan (As Amended) (together with the 2008 Equity Plan, the “Plans”).

 

This opinion is being furnished to the Company in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement other than as expressly stated herein with respect to the Shares.

 

As your counsel, we have examined such documents and such matters of fact and law that we have deemed necessary for the purpose of rendering the opinion expressed herein. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as original documents, and the conformity to original documents of all documents submitted to us as copies, the legal capacity of natural persons who are signatories to the documents examined by us, and the legal power and authority of all persons signing on behalf of parties to all documents.

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the holders and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Plans, assuming in each case that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and non-assessable.

 

We are members of the Bar of the State of New York and the foregoing opinion is limited to the General Corporation Law of the State of Delaware.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,

 

/s/ DECHERT LLP

 

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Consent of Independent Registered Public Accounting Firm

The Board of Directors
Intersil Corporation:

We consent to the use of our reports dated February 18, 2014 with respect to the consolidated balance sheets of Intersil Corporation and subsidiaries as of January 3, 2014 and December 28, 2012, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended January 3, 2014, and the effectiveness of internal control over financial reporting as of January 3, 2014, incorporated herein by reference.

 

/s/ KPMG LLP

Orlando, FL

August 22, 2014

Certified Public Accountants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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