- Securities Registration: Employee Benefit Plan (S-8)
December 22 2009 - 4:35PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 22, 2009
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF
1933
INTEGRATED SILICON SOLUTION, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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77-0199971
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(State of Incorporation)
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(I.R.S. Employer Identification Number)
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1940 Zanker Road
San Jose, CA 95112
(Address of Principal Executive
Offices)
1993 EMPLOYEE STOCK PURCHASE PLAN
1998 STOCK PLAN
(Full title of the plans)
Scott Howarth
President and Chief Executive Officer
INTEGRATED SILICON SOLUTION, INC.
1940 Zanker Road
San Jose, CA 95112
(Name and address of agent for service)
(408) 969-6600
(Telephone number, including area code, of agent for
service)
Copy to:
J. Robert Suffoletta
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
Telephone: (650) 493-9300
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
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered
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Proposed Maximum
Offering Price
Per Share
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Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration Fee
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Common Stock, $0.0001 par value, issuable under the 1993 Employee Stock Purchase
Plan
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750,000 shares
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$4.07(1)
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$3,052,500.00
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$217.65
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Common Stock, $0.0001 par value, issuable upon exercise of outstanding options under the
1998 Stock Plan
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145,239 shares
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$8.48(2)
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$1,231,626.72
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$87.81
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TOTAL:
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895,239 shares
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$4,284,126.72
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$305.46
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(1)
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Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. The price of
$4.07 per share represents 85% of the fair market value of the Registrants Common Stock based on the average ($4.78) of the high ($5.07) and low ($4.48) prices for the Registrants Common Stock reported by the Nasdaq Global Market on
December 21, 2009, which is the price at which shares may be issued under the terms of the 1993 Employee Stock Purchase Plan.
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(2)
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Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. The price of
$8.48 per share represents the weighted average exercise price for outstanding options under the 1998 Stock Plan. The indicated number of shares to be registered represents additional shares issuable under the 1998 Stock Plan that are not covered by
previous registration statements.
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STATEMENT UNDER GENERAL INSTRUCTION E REGISTRATION OF ADDITIONAL SECURITIES
The Registrant previously filed Registration Statements on Form S-8 with the Securities and Exchange Commission (the
SEC) on or about April 22, 1998 (SEC File No. 333-50679), April 4, 2000 (SEC File No. 333-33944), March 9, 2001 (SEC File No. 333-56800), March 15, 2002 (SEC File
No. 333-84404), May 14, 2004 (SEC File No. 333-115494) and June 25, 2007 (SEC File No. 333-144006) (collectively, the ESPP S-8s) in connection with the Registrants 1993 Employee Stock Purchase
Plan (the ESPP). In December 2008, the Registrants Board of Directors approved a proposed amendment to the ESPP to increase the number of shares of common stock reserved for issuance thereunder by 750,000 shares, bringing the total
number of shares issuable under the ESPP to 4,400,000, subject to approval by the Registrants stockholders. In February 2009, the Registrants stockholders approved the addition of 750,000 shares to the ESPP. Accordingly, this
Registration Statement registers 750,000 additional shares of the Registrants Common Stock to be issued pursuant to the ESPP. The contents of the ESPP S-8s, including periodic filings updating or amending the contents of such ESPP
S-8s, are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.
The
Registrant previously filed Registration Statements on Form S-8 with the SEC on or about March 9, 2001 (SEC File No. 333-56800) and April 26, 1999 (SEC File No. 333-76991) (collectively, the 1998 S-8s), in
connection with the Registrants 1998 Stock Plan. This Registration Statement registers 145,239 additional shares of the Registrants Common Stock issuable upon the exercise of outstanding options pursuant to the 1998 Stock Plan. The
contents of the 1998 S-8s, including periodic filings updating or amending the contents of such 1998 S-8s, are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.
INTEGRATED SILICON SOLUTION, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
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Exhibit
Number
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Description
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4.1
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1993 Employee Stock Purchase Plan, as amended *
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4.2
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1998 Stock Plan, as amended **
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5.1
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Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
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23.1
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Consent of Independent Registered Public Accounting Firm (Grant Thornton LLP)
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23.2
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Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1)
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24.1
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Power of Attorney (contained on page II-2)
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*
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Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter ending March 31, 2009, filed May 11, 2009.
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**
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Incorporated by reference to the Companys Registration Statement on Form S-8 filed March 9, 2001.
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II-1
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 San Jose, State of California, on December 22, 2009.
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INTEGRATED SILICON SOLUTION, INC.
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By:
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S
/ S
COTT
H
OWARTH
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Scott Howarth,
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott Howarth and John Cobb,
jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitution or substitutes, may 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 by the following
persons in the capacities and on the dates indicated below.
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Signature
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Title
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Date
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S
/ J
IMMY
S.M.
L
EE
Jimmy S.M. Lee
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Director and Executive Chairman
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December 22, 2009
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S
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COTT
H
OWARTH
Scott Howarth
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Director, President and Chief Executive Officer
(Principal Executive Officer)
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December 22, 2009
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S
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OHN
C
OBB
John Cobb
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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December 22, 2009
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S
/ K
ONG
Y
EU
H
AN
Kong Yeu Han
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Director
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December 22, 2009
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S
/ P
AUL
C
HIEN
Paul Chien
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Director
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December 22, 2009
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S
/ J
ONATHAN
K
HAZAM
Jonathan Khazam
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Director
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December 22, 2009
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S
/ K
EITH
M
C
D
ONALD
Keith McDonald
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Director
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December 22, 2009
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S
/ S
TEPHEN
P
LETCHER
Stephen Pletcher
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Director
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December 22, 2009
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S
/ B
RUCE
A.
W
OOLEY
Bruce A. Wooley
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Director
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December 22, 2009
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S
/ J
OHN
Z
IMMERMAN
John Zimmerman
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Director
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December 22, 2009
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II-2
INDEX TO EXHIBITS
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Exhibit
Number
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Description
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4.1
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1993 Employee Stock Purchase Plan, as amended *
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4.2
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1998 Stock Plan, as amended **
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5.1
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Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
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23.1
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Consent of Independent Registered Public Accounting Firm (Grant Thornton LLP)
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23.2
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Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1)
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24.1
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Power of Attorney (contained on page II-2)
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*
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Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter ending March 31, 2009, filed May 11, 2009.
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**
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Incorporated by reference to the Companys Registration Statement on Form S-8 filed March 9, 2001.
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II-3
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