Securities Registration: Employee Benefit Plan (s-8)

Date : 05/19/2017 @ 4:38PM
Source : Edgar (US Regulatory)
Stock : Integrated Device Technology, Inc. (IDTI)
Quote : 29.84  0.81 (2.79%) @ 8:00PM
Integrated Device Technology, Inc. share price Chart

Securities Registration: Employee Benefit Plan (s-8)

As filed with the Securities and Exchange Commission on May 19, 2017

Registration No. 333-            















(Exact Name of Registrant as Specified in Its Charter)




Delaware   94-2669985

(State or Other Jurisdiction of

Incorporation or Organization)


(I.R.S. Employer

Identification Number)

6024 Silver Creek Valley Road

San Jose, California 95138

(Address of Principal Executive Offices including Zip Code)



Amended and Restated Integrated Device Technology, Inc. 2004 Equity Plan

(Full Title of the Plan)





Matthew Brandalise, Esq.

General Counsel and Secretary

Integrated Device Technology, Inc.

6024 Silver Creek Valley Road

San Jose, CA 95138

(408) 284-8200


Copy To:

Mark V. Roeder, Esq.

Latham & Watkins LLP

140 Scott Drive

Menlo Park, California 94025

(650) 328-4600

(Name and Address, Including Zip Code, and 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, smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer      Accelerated Filer  
Non-Accelerated Filer   ☐  (Do not check if a smaller reporting company)    Smaller Reporting Company  
Emerging growth company       

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.  ☐






Title of Securities

To Be Registered



to be





Offering Price

Per Share (3)





Offering Price (3)


Amount of

Registration Fee

Common Stock, $0.001 Par Value

  4,500,000(2)   $23.01   $103,545,000.00   $12,000.87



(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “ Securities Act ”), this registration statement also covers any additional shares of the Registrant’s common stock that become issuable under the Integrated Device Technology, Inc. 2004 Equity Plan (the “ Plan ”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the registrant’s receipt of consideration which would increase the number of outstanding shares of common stock.
(2) Represents the additional shares of common stock available for future issuance under the Plan as of September 22, 2015 resulting from stockholder approval at the Registrant’s annual meeting on that date to amend and restate the Plan to, in part, increase the number of shares reserved for issuance thereunder.
(3) This estimate is made pursuant to Rule 457(h) of the Securities Act solely for purpose of calculating the registration fee for the securities registered hereunder based on the average of the high and the low prices for the Registrant’s common stock as reported on The NASDAQ Global Select Market on May 18, 2017.

Proposed sale to take place as soon after the effective date of the

registration statement as awards under the plan are exercised and/or vest.





Pursuant to registration statements on Form S-8 (collectively, the “ Prior Registration Statements ”) filed with the Securities and Exchange Commission (the “ SEC ”), Integrated Device Technology, Inc. (the “ Registrant ”) registered an aggregate of 41,800,000 shares of its common stock issuable under the Plan as set forth below:


Filing Date

   File No.    Number of Shares Registered  

January 21, 2005

   333-122231      2,500,000  

September 16, 2005

   333-128376      17,000,000  

October 25, 2006

   333-138205      5,000,000  

October 28, 2008

   333-154776      4,000,000  

November 19, 2010

   333-170748      8,300,000  

March 17, 2014

   333-194629      5,000,000  

The Registrant is hereby registering an additional 4,500,000 shares of its common stock issuable under the Plan. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated by reference herein; except for Items 3 and 8 which are being updated by this Registration Statement.



The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the SEC.



In this registration statement, Integrated Device Technology, Inc. is sometimes referred to as “Registrant,” “we,” “us” or “our.”


Item 3. Incorporation of Documents by Reference .

The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this registration statement, and later information filed with the SEC will update and supersede this information. We hereby incorporate by reference into this registration statement the following documents previously filed with the SEC:

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended April 2, 2017, filed with the SEC on May 19, 2017.

(b) The Registrant’s Current Report on Form 8-K, filed with the SEC on April 4, 2017.

(c) All other reports filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), since the end of the fiscal year covered by the annual report referred to above.

(d) The description of the Registrant’s common stock contained in the Registrant’s registration statement on Form 8-A (Registration No. 001-12695), filed with the SEC under Section 12(b) of the Exchange Act on July 23, 1984, including any amendments or reports filed for the purpose of updating such description.

All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the registration statement which indicates that all of the shares of common stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of the filing of such documents; except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, that is not deemed filed under such provisions. For the purposes of this registration statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Under no circumstances will any information filed under current items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.


Item 8. Exhibits

The Exhibits accompanying this Registration Statement are listed on the accompanying Exhibit Index.


Pursuant to the requirements of the Securities Act of 1933, as amended, 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 this 19 th day of May, 2017.



/s/    Brian C. White        

  Brian C. White
  Senior Vice President and Chief Financial Officer


KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Brian C. White and Matthew Brandalise, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange 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 order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.








/s/    Gregory L. Waters        

Gregory L. Waters



Chief Executive Officer, President and Director (Principal Executive Officer)



May 19, 2017


/s/    Brian C. White        

Brian C. White



Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)



May 19, 2017


/s/    John A. Schofield        

John A. Schofield



Chairman of the Board



May 19, 2017


/s/    Ken Kannappan        

Ken Kannappan






May 19, 2017


/s/    Umesh Padval        

Umesh Padval






May 19, 2017


/s/    Gordon W. Parnell        

Gordon W. Parnell






May 19, 2017


/s/    Robert A. Rango        

Robert A. Rango






May 19, 2017


/s/    Norman Taffe        

Norman Taffe






May 19, 2017


/s/    Serena Loh LaCroix        

Serena Loh LaCroix






May 19, 2017




  4.1    Restated Certificate of Incorporation, as amended to date (1)
  4.2    Amended and Restated Bylaws (2)
  5.1    Opinion of Latham & Watkins LLP
23.1    Consent of Latham & Watkins LLP (included in Exhibit 5.1)
23.2    Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
24.1    Powers of Attorney (included in the signature page to this registration statement)
99.1    Amended and Restated Integrated Device Technology, Inc. 2004 Equity Plan (3)


(1) Previously filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on May 21, 2012, and incorporated by reference herein.
(2) Previously filed as Exhibit 3.3 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 6, 2013, and incorporated by reference herein.
(3) Previously filed as Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on May 19, 2017, and incorporated by reference herein.

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