As filed with the Securities and Exchange Commission on August 2, 2021
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ON SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 36-3840979 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
5005 E. McDowell Road
Phoenix, Arizona 85008
(Address of Principal Executive Offices) (Zip Code)
ON SEMICONDUCTOR CORPORATION
AMENDED AND RESTATED STOCK INCENTIVE PLAN
(Full title of the plan)
George H. Cave, Esq.
ON SEMICONDUCTOR CORPORATION
5005 E. McDowell Road
Phoenix, Arizona 85008
(602) 244-5226
(Name, address, 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, a 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.
| 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 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 |
Amount to be |
Proposed maximum offering price per share(2) |
Proposed offering price(2) |
Amount of registration fee | ||||
| Common Stock, par value $0.01 per share |
22,500,000 shares | $35.64 | $801,900,000 | $87,487.29 | ||||
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| (1) | Together with an indeterminate number of shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan as the result of a stock split, stock dividend or similar adjustment of the outstanding common stock of the registrant. |
| (2) | Estimated solely for the purposes of calculating the amount of the registration fee pursuant to Rules 457(c) and 457(h)(1) under the Securities Act of 1933, as amended, on the basis of the average of the high and low prices of the registrant’s common stock as reported on the NASDAQ Stock Market LLC (NASDAQ Global Select Market) on July 27, 2021. |
Explanatory Note
The sole purpose of this registration statement on Form S-8 (this “Registration Statement”) is to register an additional 22,500,000 shares of the common stock, par value $0.01, of ON Semiconductor Corporation (the “Company”) reserved for issuance under the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan, as amended and restated. This increase was approved by the Company’s Board of Directors on March 17, 2021 and by the Company’s stockholders on May 20, 2021.
Pursuant to General Instruction E to Form S-8, the contents of each of the registration statements on Form S-8 filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 19, 2010 (File No. 333-166958), August 17, 2012 (File No. 333-183389) and August 7, 2017 (File No. 333-219752) are hereby incorporated by reference into this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by the Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are incorporated herein by reference, excluding, in each case, information deemed furnished and not filed:
| 1. | The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. |
| 2. | The Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended April 2, 2021 and July 2, 2021. |
| 3. | The Company’s Current Reports on Form 8-K filed January 15, 2021, January 28, 2021, February 19, 2021, March 4, 2021, March 9, 2021, May 10, 2021, May 12, 2021, May 19, 2021, May 21, 2021 and June 17, 2021. |
| 4. | The description of the Company’s common stock included in its registration statement on Form 8-A12G, filed April 21, 2000, and any amendment or report that the Company has filed (or will file after the date of this Registration Statement and prior to the termination of this offering) for the purpose of updating such description. |
All documents subsequently filed by the Company 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 this Registration Statement which indicates that all securities offered have been sold, or which deregisters all securities 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 filing of such documents, excluding, in each case, information deemed furnished and not filed. Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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Item 8. Exhibits.
Unless otherwise indicated below as being incorporated herein by reference to another filing with the SEC, each of the following exhibits is filed herewith:
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SIGNATURES
THE REGISTRANT. 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 Phoenix, State of Arizona, on August 2, 2021.
| ON SEMICONDUCTOR CORPORATION | ||
| By: | /s/ THAD TRENT | |
| Thad Trent | ||
| Executive Vice President, Chief Financial Officer and Treasurer | ||
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Each person whose signature appears below constitutes and appoints Thad Trent, George H. Cave and Lauren C. Bellerjeau and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and 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 the same, with all exhibits thereto and other documents in connection therewith, with the SEC, 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 and about the premises, as fully to all intents and purposes as 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 or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
| SIGNATURE |
TITLE |
DATE | ||
| /s/ HASSANE S. EL-KHOURY Hassane S. El-Khoury |
President, Chief Executive (Principal Executive Officer) |
July 6, 2021 | ||
| /s/ BERNARD R. COLPITTS, JR. Bernard R. Colpitts, Jr. |
Chief Accounting Officer (Principal Accounting Officer) |
July 19, 2021 | ||
| /s/ ALAN CAMPBELL Alan Campbell |
Chair of the Board of Directors |
June 9, 2021 | ||
| /s/ ATSUSHI ABE Atsushi Abe |
Director | June 9, 2021 | ||
| /s/ SUSAN K. CARTER Susan K. Carter |
Director | June 13, 2021 | ||
| /s/ THOMAS L. DEITRICH Thomas L. Deitrich |
Director | June 10, 2021 | ||
| /s/ GILLES DELFASSY Gilles Delfassy |
Director | June 24, 2021 | ||
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| /s/ BRUCE E. KIDDOO Bruce E. Kiddoo |
Director | June 9, 2021 | ||
| /s/ PAUL A. MASCARENAS Paul A. Mascarenas |
Director | June 11, 2021 | ||
| /s/ GREGORY L. WATERS Gregory L. Waters |
Director | June 9, 2021 | ||
| /s/ CHRISTINE Y. YAN Christine Y. Yan |
Director | June 9, 2021 | ||
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