As filed with the Securities and Exchange Commission on February 23, 2017
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)

 
 	 	 	
Delaware	 	83-0406195	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer
Identification No.)	
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 (the “2011 Plan”)
(Full title of plans)

(Copy to:)

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	 	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	
(Name, address 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, or a smaller reporting company. (Check one):

Large accelerated filer	 	☐	  	Accelerated filer	 	☒	
 	 	 	 	
Non-accelerated filer	 	☐ (Do not check if a smaller reporting company)	  	Smaller reporting company	 	☐	

CALCULATION OF REGISTRATION FEE

 	
Title of Securities
to be Registered	 	Amount
to be
Registered(1)	 	Proposed
Maximum
Offering Price
Per Share(3)	 	Proposed
Maximum
Aggregate
Offering Price(3)	 	Amount of
Registration Fee(3)	
Common Stock, par value $0.01 per share, together with associated right to purchase shares of Series A Junior Participating Preferred Stock, par value $0.01 per share	 	 	 	 	 	 	 	 	
- Shares available for future awards under the 2011 Plan	 	700,840(2)	 	$7.70	 	$5,396,468.00	 	$625.45	

(1)	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.	
(2)	Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Registrant’s 2011 Plan on January 1, 2017 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 31 st  of the preceding calendar year or (ii) an amount determined by the Registrant’s Board of Directors.	
(3)	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 $7.70, which is the average of the high and low prices for the Registrant’s Common Stock as reported on the New York Stock Exchange on February 17, 2017.	

 

INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8 NOS. 333-172864, 333-180696, 333-186789, 333-202120 AND 333-209756
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the same benefit plan is effective pursuant to the automatic increase provisions of such plan. The Registrant previously registered shares of its Common Stock for issuance under the 2011 Plan under the following registration statements: a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (“SEC”) on March 16, 2011 (File No. 333-172864); a Registration Statement on Form S-8 filed with the SEC on April 13, 2012 (File No. 333-180696); a Registration Statement on Form S-8 filed with the SEC on February 22, 2013 (File No. 333-186789); a Registration Statement on Form S-8 filed with the SEC on February 17, 2015 (File No. 333-202120); and a Registration Statement on Form S-8 filed with the SEC on February 26, 2016 (File No. 333-209756). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above with respect to the shares of common stock registered under the 2011 Plan.
 
- 2 -

SIGNATURES
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 Seoul, Republic of Korea on February 23, 2017.

MAGNACHIP SEMICONDUCTOR CORPORATION	
 	 	
By:	 	/s/ Young-Joon Kim	
 	 	Young-Joon Kim
Chief Executive Officer (Principal Executive Officer)	
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Young-Joon Kim and Jonathan W. Kim and each or either of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement on Form S-8, including any and all post-effective amendments and amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes or substitute, 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 on Form S-8 has been signed below by the following persons on behalf of MagnaChip Semiconductor Corporation and in the capacities and on the dates indicated:

 	  	 	  	Date	
/s/ Young-Joon Kim	  	 	  	February 23, 2017	
Young-Joon Kim, Chief Executive Officer (Principal Executive Officer)	  	 	  	 	
 	 	 	
/s/ Jonathan W. Kim	  	 	  	February 23, 2017	
Jonathan W. Kim, Chief Financial Officer, Executive Vice President and Chief Accounting Officer (Principal Financial and Accounting Officer)	  	 	  	 	
 	 	 	
/s/ Melvin Keating	  	 	  	February 23, 2017	
Melvin Keating, Director	  	 	  	 	
 	 	 	
/s/ Randal Klein	  	 	  	February 23, 2017	
Randal Klein, Director	  	 	  	 	
 	 	 	
/s/ Ilbok Lee	  	 	  	February 23, 2017	
Ilbok Lee, Director	  	 	  	 	
 	 	 	
/s/ Camillo Martino	  	 	  	February 23, 2017	
Camillo Martino, Director	  	 	  	 	
 	 	 	
/s/ Gary Tanner	  	 	  	February 23, 2017	
Gary Tanner, Non-Executive Chairman of the Board of Directors	  	 	  	 	
 	 	 	
/s/ Nader Tavakoli	  	 	  	February 23, 2017	
Nader Tavakoli, Director	  	 	  	 	

EXHIBIT INDEX

EXHIBIT
NUMBER	  	DESCRIPTION	
 	 	
  4.1	  	Certificate of Incorporation of MagnaChip Semiconductor Corporation (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 11, 2011).	
 	 	
  4.2	  	Amended and Restated Bylaws of MagnaChip Semiconductor Corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 6, 2016).	
 	 	
  4.3	  	Rights Agreement, dated as of March 5, 2015, between MagnaChip Semiconductor Corporation and American Stock Transfer & Trust Company, LLC, which includes as Exhibits thereto the Form of Certificate of Designation, the Form of Right Certificate and the Summary of Terms attached thereto as Exhibits A, B and C, respectively (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on March 6, 2015).	
 	 	
  4.3-1	  	Amendment No. 1 dated as of March 2, 2016, to the Rights Agreement between MagnaChip Semiconductor Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on March 2, 2016).	
 	 	
  4.3-2	  	Amendment No. 2 dated as of September 2, 2016, to the Rights Agreement between MagnaChip Semiconductor Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent, as previously amended by the Amendment No.1 to the Rights Agreement, dated as of March 2, 2016 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on September 2, 2016).	
 	 	
  4.4	  	Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of MagnaChip Semiconductor Corporation, as filed with the Secretary of the State of Delaware on March 6, 2015 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on March 6, 2015).	
 	 	
  5.1	  	Opinion of Jones Day regarding the validity of the shares of Common Stock being registered on this Registration Statement.	
 	 	
23.1	  	Consent of Samil PricewaterhouseCoopers.	
 	 	
23.2	  	Consent of Jones Day (contained in Exhibit 5.1 to this Registration Statement).	
 	 	
24.1	  	Power of Attorney (included on the signature page to this Registration Statement).	
 	 	
99.1	  	MagnaChip Semiconductor Corporation 2011 Equity Incentive Plan (incorporated by reference to Exhibit 10.25 to the Registrant’s Registration Statement on Form S-1 (No. 333-165467)).	
 	 	
99.2	  	MagnaChip Semiconductor Corporation 2011 Form of Stock Option Agreement (U.S. Participants) (incorporated by reference to Exhibit 10.55 to the Registrant’s Registration Statement on Form S-1 (No. 333-165467)).	
 	 	
99.3	  	MagnaChip Semiconductor Corporation 2011 Form of Stock Option Agreement (Non-U.S. Participants) (incorporated by reference to Exhibit 10.56 to the Registrant’s Registration Statement on Form S-1 (No. 333-165467)).	
 	 	
99.4	  	MagnaChip Semiconductor Corporation 2011 Form of Restricted Stock Units Agreement (U.S. Participants) (incorporated by reference to Exhibit 10.57 to the Registrant’s Registration Statement on Form S-1 (No. 333-165467)).	
 	 	
99.5	  	MagnaChip Semiconductor Corporation 2011 Form of Restricted Stock Units Agreement (Non-U.S. Participants) (incorporated by reference to Exhibit 10.58 to the Registrant’s Registration Statement on Form S-1 (No. 333-165467)).	
 	 	
99.6	  	MagnaChip Semiconductor Corporation 2011 Form of Restricted Stock Agreement (U.S. Participants) (incorporated by reference to Exhibit 10.59 to the Registrant’s Registration Statement on Form S-1 (No. 333-165467)).	
 	 	
99.7	  	MagnaChip Semiconductor Corporation 2011 Form of Restricted Stock Agreement (Non-U.S. Participants) (incorporated by reference to Exhibit 10.60 to the Registrant’s Registration Statement on Form S-1 (No. 333-165467)).	
 	 	
99.8	  	MagnaChip Semiconductor Corporation 2011 Form of Restricted Stock Units Agreement (Nonemployee Director) (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 6, 2016).	

Exhibit 5.1
JONES DAY
SILICON VALLEY OFFICE  •  1755 EMBARCADERO ROAD  •  PALO ALTO, CALIFORNIA 94303
TELEPHONE: +1.650.739.3939  •  FACSIMILE: +1.650.739.3900
February 23, 2017
MagnaChip Semiconductor Corporation
c/o MagnaChip Semiconductor S.A.
1, Allée Scheffer, L-2520
Luxembourg, Grand Duchy of Luxembourg
 
 	Re:	Registration Statement on Form S-8 Filed by MagnaChip Semiconductor	
Corporation
Ladies and Gentlemen:
We have acted as counsel for MagnaChip Semiconductor Corporation, a Delaware corporation (the “ Company ”), in connection with the registration under the Securities Act of 1933, as amended (the “ Act ”), of an aggregate of 700,840 shares (the “ Shares ”) of common stock, par value $0.01 per share, and the associated stock purchase rights that may be issued to holders of the Shares (as amended, the “ Rights ”), of the Company that may be issued or delivered and sold pursuant to the MagnaChip Semiconductor Corporation 2011 Equity Incentive Plan (the “ 2011 Plan ”). In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:
1. The Shares that may be issued or delivered and sold pursuant to the 2011 Plan will be, when issued or delivered and sold in accordance with the 2011 Plan and the authorized forms of stock option, restricted stock or other applicable agreements thereunder, validly issued, fully paid and nonassessable, provided that the consideration for the Shares is at least equal to the stated par value thereof.
2. When issued in accordance with the Rights Agreement, dated as of March 5, 2015, between the Company and American Stock Transfer & Trust Company, LLC, as rights agent, as amended by Amendment No. 1 dated as of March 2, 2016 and Amendment No. 2 dated as of September 2, 2016 (as it may be further amended from time to time, the “ Rights Agreement ”), the Rights will constitute valid and binding obligations of the Company.
In rendering the opinions set forth above, we have assumed that the resolutions authorizing the Company to issue or deliver and sell the Shares pursuant to the 2011 Plan and the applicable award agreements will be in full force and effect at all times at which the Shares are
 
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JONES DAY
February 23, 2017
Page 2
 
issued or delivered or sold by the Company, and that the Company will take no action inconsistent with such resolutions. In addition, we have assumed that each award under the 2011 Plan will be approved by the Board of Directors of the Company (the “ Board of Directors ”) or an authorized committee of the Board of Directors.
In rendering the opinion set forth in paragraph 2 above, we have also assumed that (i) the Board of Directors has acted and will act in accordance with its fiduciary duties with respect to the authorization, execution, delivery and administration of the Rights Agreement and the issuance and administration of the Rights and (ii) the Rights Agreement constitutes a valid and binding obligation of each party thereto other than the Company. It should be understood that (x) the Rights, by their terms, are subject under certain circumstances to becoming void in the hands of certain holders or purported transferees, (y) our opinion addresses the Rights and the Rights Agreement in their entirety and does not address the validity or binding effect of any particular provision of the Rights or the Rights Agreement, and (z) the effect, if any, that the invalidity of any particular provision of the Rights Agreement or the Rights might have on any other provision, or the entirety, of the Rights Agreement or the Rights is not settled under applicable law and could be affected by the facts and circumstances existing at the time of any adjudication of the issue. It should also be understood that our opinion does not address the substance or consequences of any determination that a court of competent jurisdiction may make regarding whether the Board of Directors would be required to redeem or terminate, or take other action with respect to, the Rights Agreement or the Rights at some future time based on the facts and circumstances existing at that time.
As to facts material to the opinions and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others. The opinions expressed herein are limited to the General Corporation Law of the State of Delaware as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect registration of the Shares to be issued or delivered and sold pursuant to the 2011 Plan under the Act. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,	
 	
/s/ Jones Day	

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of MagnaChip Semiconductor Corporation of our report dated February 21, 2017 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in MagnaChip Semiconductor Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016.
/s/ Samil PricewaterhouseCoopers
Seoul, Korea
February 21, 2017