As filed with the Securities and Exchange Commission on September 14, 2018
Registration Number 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
NXP SEMICONDUCTORS N.V.
(Exact name of registrant as specified in its charter)
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The Netherlands
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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High Tech Campus 60
Eindhoven 5656 AG
The
Netherlands
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Not Applicable
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(Address of Principal Executive Offices)
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(Zip Code)
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Long Term Incentive Plan
Employee Stock Purchase Plan
(Full title of the plan)
Jean Schreurs
SVP and
Chief Corporate Counsel
High Tech Campus 60
Eindhoven 5656 AG
The
Netherlands
Tel: +31 40 2728686
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Tim Shelhamer
6501
William Cannon Dr. West, MD: OE62
Austin, TX 78735
Tel +1(512)
895-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all notices, orders and communication to:
Brian V. Breheny
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, N.W.
Washington, D.C. 20005
(202)
371-7000
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer,
accelerated filer, smaller reporting company, and emerging growth company in Rule
12b-2
of the Exchange Act.
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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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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Calculation
of Registration Fee
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Title of securities
to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering
price
per share(2)
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Proposed
maximum
aggregate
offering
price(2)
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Amount of
registration fee(3)
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Ordinary Shares, par value EUR 0.20 per share, to be issued
under the:
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-Long Term Incentive Plan
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6,700,000
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$86.72
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$580,990,500
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$72,333.32
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-Employee Stock Purchase Plan
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300,000
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$86.72
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$26,014,500
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$3,238.81
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Total
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7,000,000
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$607,005,000
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$75,572.12
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this
Registration Statement on Form
S-8
(the Registration Statement) also covers an indeterminate number of additional Ordinary Shares which may be offered and issued to prevent dilution resulting from
adjustments as a result of stock dividends, stock splits, reverse stock splits, recapitalizations, reclassifications, mergers,
split-ups,
reorganizations, consolidations and other capital adjustments.
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(2)
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Pursuant to Rules 457(c) and 457(h) under the Securities Act, the proposed maximum offering price per share and
the proposed maximum aggregate offering price are estimated solely for the purpose of calculating the amount of the registration fee and are based on a price of $86.72 per Ordinary Share, which is the average of the high and low prices per share of
the Ordinary Shares reported on The Nasdaq Global Select Market on September 12, 2018
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(3)
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Estimated solely for purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities
Act. Calculated in accordance with Section 6 of the Securities Act and Rule 457 under the Securities Act by multiplying 0.0001245 and the proposed maximum aggregate offering price.
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