As filed with the Securities and Exchange Commission on February 21, 2020
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MagnaChip Semiconductor Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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83-0406195
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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c/o MagnaChip Semiconductor S.A.
1, Allée Scheffer, L-2520
Luxembourg, Grand Duchy of Luxembourg
(Address of principal executive offices)
MAGNACHIP
SEMICONDUCTOR CORPORATION 2011 EQUITY INCENTIVE PLAN (as amended, the 2011 Plan)
(Full title of plans)
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(Copy to:)
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Theodore S. Kim
Chief Compliance Officer, EVP, General Counsel and Secretary
c/o MagnaChip Semiconductor, Inc.
60 South Market Street, Suite 750
San Jose, CA 95113
Tel:
(408) 625-5999
Fax: (408) 625-5990
(Name, address and telephone number, including area code, of agent for service)
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Micheal J. Reagan, Esq.
W. Stuart Ogg, Esq.
Jones
Day
1755 Embarcadero Road
Palo Alto, CA 94303
Tel:
(650) 739-3939
Fax: (650) 739-3900
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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(3)
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Proposed
Maximum
Aggregate
Offering Price(3)
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Amount of
Registration Fee(3)
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Common Stock, par value $0.01 per share
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- Shares available for future awards under the 2011
Plan
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696,006(2)
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$15.08
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$10,495,770.48
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$1,362.36
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(1)
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The amount being registered also includes an indeterminate number of shares of Common Stock that may be offered
or issued by reason of stock splits, stock dividends and anti-dilution provisions and other terms pursuant to Rule 416 under the Securities Act of 1933, as amended.
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(2)
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Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the
Registrants 2011 Plan on January 1, 2020 pursuant to an evergreen provision contained in the 2011 Plan. Pursuant to such provision, on January 1st of each calendar year commencing in 2012 and ending on (and including)
January 1, 2021, the number of shares authorized for issuance under the 2011 Plan is automatically increased by a number equal to the smaller of (i) two percent (2%) of the number of shares of Common Stock issued and outstanding on
December 31st of the preceding calendar year or (ii) an amount determined by the Registrants Board of Directors.
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(3)
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Determined solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h). The
proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on $15.08, which is the average of the high and low prices for the Registrants Common Stock as reported on
the New York Stock Exchange on February 14, 2020.
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