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Share Name | Share Symbol | Market | Type |
---|---|---|---|
(MM) | NASDAQ:PSMI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 12.44 | 0 | 01:00:00 |
Delaware
(State or other jurisdiction of
incorporation or organization) |
|
86-0652659
(IRS Employer
Identification No.) |
Large accelerated filer
o
|
Accelerated filer
ý
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
Title of Securities to be Registered
|
Amount to be Registered(1)
|
Proposed Maximum Offering Price per Share
|
Proposed Maximum Aggregate Offering Price
|
Amount of Registration Fee
|
Common Stock, $0.001 par value
|
2,582,675 shares (2)
|
$5.30 (3)
|
$13,688,177.50
|
$1,763.04
|
|
|
|
|
|
(1)
|
Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “1933 Act”), this Registration Statement shall also cover any additional shares of Registrant’s Common Stock that become issuable under the Peregrine Semiconductor Corporation 2012 Equity Incentive Plan (the “2012 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the outstanding shares of Registrant’s Common Stock.
|
(2)
|
Represents shares of Common Stock added to the 2012 Plan pursuant to the evergreen provision of the 2012 Plan.
|
(3)
|
Estimated in accordance with Rule 457(c) promulgated under the 1933 Act solely for the purpose of calculating the amount of the registration fee on the basis of the average of the high and low price per share of the Registrant’s Common Stock as reported on the Nasdaq Global Market on February 14, 2014.
|
Item 3.
|
Incorporation of Documents by Reference
|
(a)
|
The Registrant's Annual Report on Form 10-K for the fiscal year ended December 28, 2013, filed with the SEC on February 19, 2014;
|
(b)
|
The Registrant's Current Report on Form 8-K filed with the SEC on February 4, 2014; and
|
(c)
|
The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement No. 001-35623 on Form 8-A filed with the SEC on August 1, 2012 (as amended on Form 8-A/A filed with the SEC on August 7, 2012), pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), including any amendment or report filed for the purpose of updating such description.
|
Item 4.
|
Description of Securities
|
Item 5.
|
Interests of Named Experts and Counsel
|
Item 6.
|
Indemnification of Directors and Officers
|
Item 7.
|
Exemption from Registration Claimed
|
Item 8.
|
Exhibits
|
|
|
Incorporated by Reference
|
Filed Herewith
|
|||
Exhibit Number
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
|
3.1
|
Restated Certificate of Incorporation of Registrant.
|
8-K
|
001-35623
|
3.1
|
August 17, 2012
|
|
3.2
|
Amended and Restated Bylaws of Registrant.
|
8-K
|
001-35623
|
3.2
|
August 17, 2012
|
|
4.1
|
Reference is made to Exhibits 3.1 and 3.2.
|
|
|
|
|
|
4.2
|
Seventh Amended and Restated Investor Rights Agreement, dated August 17, 2006, by and among the Registrant, certain stockholders, and the investors listed on the signature pages thereto.
|
S-1
|
333-170711
|
4.3
|
November 19, 2010
|
|
4.3
|
Amended and Restated Warrant to Purchase Stock originally issued July 6, 2006 to Escalate Capital I, L.P.
|
S-1
|
333-170711
|
4.4
|
November 19, 2010
|
|
4.4
|
Warrant to Purchase Stock issued June 18, 2003 to Silicon Valley Bank.
|
S-1
|
333-170711
|
4.5
|
November 19, 2010
|
|
4.5
|
Amendment to Warrant Agreement, dated April 2008, between SVB Financial Group and the Registrant.
|
S-1
|
333-170711
|
4.6
|
November 19, 2010
|
|
5.1
|
Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP.
|
|
|
|
|
X
|
23.1
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
X
|
23.2
|
Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is contained in Exhibit 5.1.
|
|
|
|
|
X
|
24.1
|
Power of Attorney. Reference is made to page II-4 of this Registration Statement.
|
|
|
|
|
X
|
99.1
|
Peregrine Semiconductor Corporation 2012 Equity Incentive Plan.
|
|
|
|
|
X
|
Item 9.
|
Undertakings
|
Signature
|
Title
|
Date
|
|
|
|
/s/ James S. Cable
James S. Cable, Ph.D. |
Chief Executive Officer, President, acting Chief Technology Officer and Chairman
(Principal Executive Officer)
|
February 21, 2014 |
/s/ Jay C. Biskupski
Jay C. Biskupski |
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
February 21, 2014 |
/s/ John H. Allen
John H. Allen |
Director
|
February 21, 2014
|
/s/ Jeffrey K. Belk
Jeffrey K. Belk |
Director
|
February 21, 2014
|
/s/ Paul N. D’Addario
Paul N. D’Addario |
Director
|
February 21, 2014
|
/s/ Gary A. Monetti
Gary A. Monetti |
Director
|
February 21, 2014
|
/s/ Robert D. Pavey
Robert D. Pavey |
Director
|
February 21, 2014
|
/s/ Carl P. Schlachte
Carl P. Schlachte |
Director
|
February 21, 2014
|
/s/ Elton B. Sherwin
Elton B. Sherwin |
Director
|
February 21, 2014
|
/s/ Anthony S. Thornley
Anthony S. Thornley |
Director
|
February 21, 2014
|
|
|
Incorporated by Reference
|
Filed Herewith
|
|||
Exhibit Number
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
|
3.1
|
Restated Certificate of Incorporation of Registrant.
|
8-K
|
001-35623
|
3.1
|
August 17, 2012
|
|
3.2
|
Amended and Restated Bylaws of Registrant.
|
8-K
|
001-35623
|
3.2
|
August 17, 2012
|
|
4.1
|
Reference is made to Exhibits 3.1 and 3.2.
|
|
|
|
|
|
4.2
|
Seventh Amended and Restated Investor Rights Agreement, dated August 17, 2006, by and among the Registrant, certain stockholders, and the investors listed on the signature pages thereto.
|
S-1
|
333-170711
|
4.3
|
November 19, 2010
|
|
4.3
|
Amended and Restated Warrant to Purchase Stock originally issued July 6, 2006 to Escalate Capital I, L.P.
|
S-1
|
333-170711
|
4.4
|
November 19, 2010
|
|
4.4
|
Warrant to Purchase Stock issued June 18, 2003 to Silicon Valley Bank.
|
S-1
|
333-170711
|
4.5
|
November 19, 2010
|
|
4.5
|
Amendment to Warrant Agreement, dated April 2008, between SVB Financial Group and the Registrant.
|
S-1
|
333-170711
|
4.6
|
November 19, 2010
|
|
5.1
|
Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP.
|
|
|
|
|
X
|
23.1
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
X
|
23.2
|
Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is contained in Exhibit 5.1.
|
|
|
|
|
X
|
24.1
|
Power of Attorney. Reference is made to page II-4 of this Registration Statement.
|
|
|
|
|
X
|
99.1
|
Peregrine Semiconductor Corporation 2012 Equity Incentive Plan.
|
|
|
|
|
X
|
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