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<p align="right"><font size="3" color="FF0000"><strong>
         As filed with the Securities and Exchange Commission on March 29, 2000<br>
                                               Registration No. 333-________
</strong></font></p>

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</DIV>
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<p align="center"><font size="3"><strong>UNITED STATES</br>
SECURITIES AND EXCHANGE COMMISSION</br>
Washington, D.C. 20549</strong></font></p>

<HR align=center SIZE=2 width="25%">
<br>
<p align="center"><font size="5"><strong>FORM S-8</strong></center></font>


<p align="center"><font size="3"><strong>
                             REGISTRATION STATEMENT<br>
                                    Under<br>
                       The Securities Act of 1933
</strong>

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<p align="center"><font size="6" color="#0000FF"><strong>
                                 <u>ZILOG, INC.</u>
</strong></font></br>
<font size="2">
                    (Exact name of registrant as specified in its charter)



<P>&nbsp;
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<TR>
<TD>
<font size="3"><strong>
<CENTER><u>Delaware</u></CENTER>
</font></strong>
</TD>
<TD>
<font size="3"><strong>
<CENTER><u>13-3092996</u></CENTER>
</font></strong>
</TD>
</TR>
<TR>
<TD>
<font size="2">
<CENTER>&nbsp; (State or Other Jurisdiction of Incorporation or Organization)&nbsp;</CENTER>
</font>
</TD>
<TD>
<font size="2">
<CENTER>(I.R.S. Employer Identification Number)</CENTER>
</font>
</TD>
</TR>
</TABLE>
<BR>

<p align="center"><font size="3"><strong>
                           910 East Hamilton Avenue<br>
                         Campbell, California &nbsp;&nbsp;95008<br>
                             <u>(408)558-8500<br>
</strong></font></u><br>

<font size="2">
      (Address and Telephone Number of Registrant's Principal Executive Offices)</p>

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<p align="center"><font size="3"><strong>

                 1998 Long Term Stock Incentive Plan, as amended<br>
                 1998 Executive Officer Incentive Plan, as amended<br>
</strong><font size="2">
                        (Full title of the Plans)
</font></p>
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<br>
<p align="center"><font size="3"><strong>

                                Curtis J. Crawford<br>
                     President and Chief Executive Officer <br>
                                   ZiLOG, Inc.<br>
                              910 East Hamilton Avenue<br>
                         Campbell, California &nbsp;&nbsp;95008<br>
                                     (408) 558-8500<br>

</strong><font size="2">
        (Name, Address and Telephone Number, Including Area Code, of Agent For Service)
</font></p>


<p align="center"><font size="2"><strong>
                                        Copies to:<br>
<br>
<font size="3">
                                   Dennis R. DeBroeck, Esq.<br>
                                    Robert Freedman, Esq.<br>
                                    Fenwick & West LLP<br>
                                   Two Palo Alto Square<br>
                                    Palo Alto, CA  94306<br>
</strong>

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<B><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P></B></FONT>

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<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH=648>
<TR><TD WIDTH="32%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER"><BR>
<BR>
<BR>
Title of Securities to be Registered</B></FONT></TD>
<TD WIDTH="14%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER"><BR>
Amount
to be
Registered</B></FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER"><BR>
Proposed Maximum Offering Price Per Share </B></FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER"><BR>
Proposed Maximum Aggregate Offering Price </B></FONT></TD>
<TD WIDTH="14%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER"><BR>
Amount of Registration Fee</B></FONT></TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="BOTTOM">
<FONT SIZE=2>
<P>Common Stock, $0.01 par value</FONT></TD>
<TD WIDTH="14%" VALIGN="BOTTOM">
<FONT SIZE=2>
<P>&#9;2,801,187 (1)</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2>
<P>&#9;$4.00 (2)</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2>
<P>&#9;$11,204,748 (2)</FONT></TD>
<TD WIDTH="14%" VALIGN="BOTTOM">
<FONT SIZE=2>
<P>$2,959</FONT></TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="BOTTOM">
<FONT SIZE=2><P>Common Stock, $0.01 par value</FONT></TD>
<TD WIDTH="14%" VALIGN="BOTTOM">
<FONT SIZE=2><P>    598,813 (3)</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P>          $4.00 (4)</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P>     $  2,395,252 (4)</FONT></TD>
<TD WIDTH="14%" VALIGN="BOTTOM">
<FONT SIZE=2><P>$&nbsp;&nbsp;633</P>
</FONT></TD>
</TR>
</TABLE>

<BLOCKQUOTE>

<P>(1)  Shares available for grant as of March 1, 2000 under the 1998 Long Term
Stock Incentive Plan, as amended and the 1998 Executive Officer Incentive
Plan.</P>



<P>(2) Estimated as of March 1, 2000 pursuant to Rule 457(a) solely for the purpose
of calculating the registration fee.

<P>(3)Shares subject to outstanding options and restricted stock grants granted
under the 1998 Long Term Stock Incentive Plan, as amended and the 1998 Executive
Officer Incentive Plan, as amended.


<p>(4) Represents weighted average per share exercise price for such
outstanding options pursuant to Rule 457(h)(1).

</BLOCKQUOTE>

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</DIV>
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</DIV>

</FONT><B><P ALIGN="CENTER">ZILOG, INC.</P>
<FONT SIZE=3><P ALIGN="CENTER">REGISTRATION STATEMENT ON FORM S-8</P>
<P ALIGN="CENTER">PART II</P>
<P ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
<U>
<P ALIGN="JUSTIFY">Item&nbsp;3</U>.
<U>Incorporation&nbsp;of&nbsp;Documents&nbsp;by&nbsp;Reference</U>.</P>
</B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, as filed with the Securities and Exchange Commission
(the &quot;Commission&quot;) is incorporated herein by reference.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
registered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed incorporated by reference herein and to be a
part hereof from the date of the filing of such documents.  </P>
<P ALIGN="JUSTIFY"></P>
<B><U><P ALIGN="JUSTIFY">Item 4.</U>  <U>Description of Securities</U>.</P>
</B><P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">Authorized Capital Stock</P>
</B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;The authorized capital stock of Zilog consists of
70,000,000 shares of Common Stock, par value $0.01 per share, 30,000,000 shares
of Class A Non-Voting Common Stock, par value $0.01 per share and 5,000,000
shares of Preferred Stock, par value $100.00 per share.</P>
<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">Common Stock</P>
</B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;Holders of Common Stock are entitled to one vote per
share on all matters submitted to a vote of stockholders. Approval of matters
brought before the stockholders will require the affirmative vote of a majority
of the holders of the outstanding shares of Common Stock, except as otherwise
required by the General Corporation Law of the State of Delaware (the
&quot;DGCL&quot;). </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;Subject to the rights of holders of Preferred Stock and
other classes and/or series of preferred stock, if any, all shares of Common
Stock are entitled to share in such dividends as the Board of Directors may from
time to time declare from sources legally available therefor. Subject to the
rights of creditors and holders of Preferred Stock and other classes and/or
series of preferred stock, if any, holders of Common Stock are entitled to share
ratably in a distribution of assets of the registrant upon any liquidation,
dissolution or winding up of the registrant.  </P>
<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">Preferred Stock</P>
</B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;There are currently 250,000 shares of Series A Cumulative
Preferred Stock outstanding.  Under the Registrant's Restated Certificate of
Incorporation, the Board of Directors has the authority to issue, from time to
time, by resolution and without any action by stockholders, up to 5,000,000
shares of preferred stock, par value $100.00 per share, in one or more classes
and/or series and may establish the powers, designations, preferences, rights
and qualifications, limitations or restrictions (which may differ with respect
to each such class and/or series) of such class and/or series.  The Series A
Cumulative Preferred Stock is a non-voting, 13.5% pay-in-kind preferred stock
with a stated value of $100.00 per share.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;The Series A Cumulative Preferred Stock accumulates
dividends at the rate of 13.5% per annum (payable quarterly) for periods ending
on or prior to the anniversary of the effective date of the merger in which TPG
Zeus Acquisition Corporation, a Delaware corporation merged with and into the
Registrant, with the Registrant continuing as the surviving corporation (the
&quot;Effective Time&quot;) in 2008, and 15.5% per annum thereafter.  Dividends
will be payable, at the election of the Board of Directors but subject to
availability of funds and the terms of the Registrant's senior secured Financing
Agreement between the CIT Group/Business Credit, Inc. and the Registrant dated
July 30, 1998 (the &quot;Credit Facility&quot;), in cash or in kind through a
corresponding increase in the liquidation preference (as described below) of the
Series A Cumulative Preferred Stock.  The Series A Cumulative Preferred Stock
has an initial liquidation preference of $100.00 per share.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;To the extent that a quarterly dividend payment in
respect of a share of Series A Cumulative Preferred Stock is not made in cash
when due, the amount of such unpaid dividend will accumulate (whether or not
declared by the Board of Directors) through an increase in the liquidation
preference of such share of Series A Cumulative Preferred Stock equal to the
amount of such unpaid dividend, and compounding dividends will accumulate on all
such accumulated and unpaid dividends.  The liquidation preference will be
reduced to the extent that previously accumulated dividends are thereafter paid
in cash.  The Registrant is required on the anniversary of the Effective Time in
2008 to pay in cash all accumulated dividends that have been applied to increase
the liquidation preference (the &quot;Clean-Down&quot;). </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;Shares of Series A Cumulative Preferred Stock may be
redeemed at the option of the Issuer, in whole or in part, at the redemption
prices ranging from 105%, if redeemed prior to the six-month anniversary of the
Effective Time in 1998, to 100%, if redeemed after the six-month anniversary of
the Effective Time in 2003, in each case of the sum of (i) the liquidation
preference thereof, increased to the extent that accumulated dividends thereon
shall not have been paid in cash, plus (ii) accrued and unpaid dividends thereon
to the date of redemption.  Optional redemption of the Series A Cumulative
Preferred Stock will be subject to, and expressly conditioned upon, certain
limitations under the Credit Facility.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;In certain circumstances, including the occurrence of a
change of control of the Issuer, but again subject to certain limitations under
the Credit Facility, the Issuer may be required to repurchase shares of Series A
Cumulative Preferred Stock at 101% of the sum of the liquidation preference
thereof, increased to the extent that accumulated dividends thereon shall not
have been paid in cash, plus accumulated and unpaid dividends to the repurchase
date.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;Holders of Series A Cumulative Preferred Stock do not
have any voting rights with respect thereto, except for (i) such rights as are
provided under the DGCL, (ii) the right to elect, as a class, one director of
the Issuer in the event that the Issuer fails to comply with its Clean-Down or
repurchase obligations and (iii) class voting rights with respect to
transactions adversely affecting the rights, preferences or powers of the Series
A Cumulative Preferred Stock and certain transactions involving stock that ranks
junior in payment of dividends, or upon liquidation, to the Series A Cumulative
Preferred Stock. </P>
<P ALIGN="JUSTIFY"></P>
<B><U><P ALIGN="JUSTIFY">Item&nbsp;5</U>.
<U>Interests&nbsp;of&nbsp;Named&nbsp;Experts&nbsp;and&nbsp;Counsel</U>.</P>
</B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;Not applicable.  </P>
<P ALIGN="JUSTIFY"></P>
<B><U><P ALIGN="JUSTIFY">Item&nbsp;6</U>.
<U>Indemnification&nbsp;of&nbsp;Directors&nbsp;and&nbsp;Officers and Limitation
of Liability</U>.</P>
</B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Section 145 of the Delaware General Corporation Law
(&quot;DGCL&quot;) permits Zilog's board of directors to indemnify any person
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
any threatened, pending or completed action, suit or proceeding in which such
person is made a party by reason of his or her being or having been a director,
officer, employee or agent of Zilog, in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the &quot;Act&quot;). The statute provides that indemnification
pursuant to its provisions is not exclusive of other rights of indemnification
to which a person may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise.</P>
<P> </P>
<P ALIGN="JUSTIFY">Article IX of Zilog's Certificate of Incorporation provides
for indemnification of its directors, officers, employees and other agents to
the fullest extent permitted by law.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">As permitted by sections 102 and 145 of the DGCL, Zilog's
Certificate of Incorporation eliminates a director's personal liability for
monetary damages to Zilog and its stockholders arising from a breach or alleged
breach of a director's fiduciary duty except for liability under section 174 of
the DGCL or liability for any breach of the director's duty of loyalty to Zilog
or its stockholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law or for any transaction from
which the director derived an improper personal benefit.</P>
<P> </P>
<P ALIGN="JUSTIFY">In addition, Zilog maintains officers' and directors'
insurance covering certain liabilities that may be incurred by officers and
directors in the performance of their duties.</P>
<B><U><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Item 7</U>.  <U>Exemption from Registration Claimed</U>.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;</B>Not applicable.</P>
<P ALIGN="JUSTIFY"></P>
<B><U><P ALIGN="JUSTIFY">Item&nbsp;8</U>.  <U>Exhibits</U>.</P>
</B><P ALIGN="JUSTIFY"></P><DIR>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">&#9;4.01&#9;Registrant's Restated Certificate of
Incorporation (incorporated herein by reference to Exhibit 3.1 of the
Registrant's Registration Statement on Form S-4 declared effective by the
Commission on July 9, 1998 (the &quot;Form S-4&quot;)).</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;4.02&#9;Registrant's Certificate of Amendment to
Certificate of Incorporation (incorporated herein by reference to Exhibit 3.5 of
the Registrant's Quarterly Report on Form 10-Q for the Quarter ended September
30, 1998 (the &quot;September 1998 Form 10-Q&quot;)).</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;4.03&#9;Registrant's Bylaws (incorporated herein by
reference to Exhibit 3.3 of the Form S-4).</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;4.04&#9;Registrant's 1998 Long Term Stock Incentive Plan,
as amended (incorporated herein by reference to Exhibit 10.17 of the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1999
(the &quot;1999 Form 10-K&quot;).</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;4.05&#9;Registrant's 1998 Executive Officer Incentive
Plan, as amended (incorporated herein by reference to Exhibit 10.18 of the 1999
Form 10-K).</P>
<P ALIGN="JUSTIFY">&#9;5.01&#9;Opinion of Fenwick &amp; West LLP.</P>
<P ALIGN="JUSTIFY">&#9;23.01&#9;Consent of Fenwick &amp; West LLP (included in
Exhibit 5.01).</P>
<P ALIGN="JUSTIFY">&#9;23.02&#9;Consent of Ernst &amp; Young LLP, independent
auditors.</P>
<P ALIGN="JUSTIFY">&#9;24.01&#9;Power of Attorney (see page 5).</P>
<B><U><P ALIGN="JUSTIFY"></P></DIR>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">Item&nbsp;9</U>.  <U>Undertakings</U>.</P>
</B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;The undersigned Registrant hereby undertakes:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;(1)&#9;To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration
Statement:</P>
<P ALIGN="JUSTIFY"></P><DIR>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">(i)&#9;To include any prospectus required by Section 10(a)(3)
of the Securities Act;</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(ii)&#9;To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement; and</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(iii)&#9;To include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement.</P>
<P ALIGN="JUSTIFY"></P></DIR>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">&#9;&#9;<U>Provided</U>, <U>however</U>, that paragraphs
(1)(i) and (1)(ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;(2)&#9;That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
<U>bona fide</U> offering thereof.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;(3)&#9;To remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
<U>bona fide</U> offering thereof.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions discussed in Item 6 hereof,
or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereby, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.</P>

<br>
<br>
<HR align=center SIZE=2 width="85%">
<br>
<br>
<p align="center"><strong>
                                   SIGNATURES
</strong></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 Campbell, State of
California, on this 29th day of March, 2000.


<P>
<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
                       ZILOG, INC.
</TD></TR></TABLE>


<P>
<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="2%"></TD>
    <TD width="60%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD>By:&nbsp;</TD>
    <TD align=left>
/s/ Gary Patten
</TD></TR></TABLE>


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  <TR>
    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
      <HR align=left SIZE=1>
    </TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
Gary Patten
</TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><I>
Senior Vice President and Chief Financial Officer
  </I></TD></TR></TABLE></P>


<p align="center"><strong>
                       POWER OF ATTORNEY
</strong></p>


<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL PERSONS BY THESE PRESENTS that each
individual whose signature appears below constitutes and appoints Curtis J.
Crawford and Richard R. Pickard, and each of them, his true and lawful
attorneys-in-fact and agents with full power of substitution, 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 on Form S-8, and to file the same with all exhibits thereto and all
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 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 his,
her or their substitute or substitutes, may lawfully do or cause to be done or
by virtue hereof.

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.



<P>&nbsp;
<TABLE COLS=3 WIDTH="95%">
  <TR vAlign=bottom>
<TD>
<font size="3"><strong>
<CENTER>
<u>Name</u>
</CENTER>
</font></strong>
</TD>
<TD>
<font size="3"><strong>
<CENTER>
<u>Title</u>
</CENTER>
</font></strong>
</TD>
<TD>
<font size="3"><strong>
<CENTER>
<u>Date</u>
</CENTER>
</font></strong>
</TD>
</TR>

  <TR vAlign=bottom>
<TD>
<font size="3"><strong>
<i>Principal Executive Officer</i>
</font></strong>
</TD>
<TD>
<font size="3"><strong>
&nbsp;
</font></strong>
</TD>
<TD>
<font size="3"><strong>
&nbsp;
</font></strong>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3"><u>
/s/ CURTIS J. CRAWFORD
</u></font>
</TD>
<TD>
<font size="3">
President, Chief Executive
Officer and Director
</font>
</TD>
<TD>
<font size="3">
March 29, 2000
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
Curtis J. Crawford
</font>
</TD>
<TD>
<font size="3">
&nbsp;
</font>
</TD>
<TD>
<font size="3">
&nbsp;
</font>
</TD>
</TR>


  <TR vAlign=bottom>
<TD>
<font size="3"><strong><i>
Principal Financial Officer and Principal
Accounting Officer:
</i></font></strong>
</TD>
<TD>
<font size="3"><strong>
&nbsp;
</font></strong>
</TD>
<TD>
<font size="3"><strong>
&nbsp;
</font></strong>
</TD>
</TR>


  <TR vAlign=top>
<TD>
<font size="3"><u>
/s/ GARY PATTEN
</u></font>
</TD>
<TD>
<font size="3">
Senior Vice President
and Chief Financial Officer
</font>
</TD>
<TD>
<font size="3">
March 29, 2000
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
Gary Patten
</font>
</TD>
<TD>
<font size="3">
&nbsp;
</font>
</TD>
<TD>
<font size="3">
&nbsp;
</font>
</TD>
</TR>


  <TR vAlign=bottom>
<TD>
<font size="3"><strong><i>
Additional Directors:
</i></font></strong>
</TD>
<TD>
<font size="3"><strong>
&nbsp;
</font></strong>
</TD>
<TD>
<font size="3"><strong>
&nbsp;
</font></strong>
</TD>
</TR>


  <TR vAlign=top>
<TD>
<font size="3"><u>
/s/ RICHARD S. FRIEDLAND
</u></font>
</TD>
<TD>
<font size="3">
Director
</font>
</TD>
<TD>
<font size="3">
March 29, 2000
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
Richard S. Friedland
</font>
</TD>
<TD>
<font size="3">
&nbsp;
</font>
</TD>
<TD>
<font size="3">
&nbsp;
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3"><u>
/s/ MURRAY A. GOLDMAN
</u></font>
</TD>
<TD>
<font size="3">
Director
</font>
</TD>
<TD>
<font size="3">
March 29, 2000
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
Murray A. Goldman
</font>
</TD>
<TD>
<font size="3">
&nbsp;
</font>
</TD>
<TD>
<font size="3">
&nbsp;
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3"><u>
&nbsp;
</u></font>
</TD>
<TD>
<font size="3">
Director
</font>
</TD>
<TD>
<font size="3">
March 29, 2000
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
William S. Price, III
</font>
</TD>
<TD>
<font size="3">
&nbsp;
</font>
</TD>
<TD>
<font size="3">
&nbsp;
</font>
</TD>
</TR>


  <TR vAlign=top>
<TD>
<font size="3"><u>
/s/ DAVID M. STANTON
</u></font>
</TD>
<TD>
<font size="3">
Director
</font>
</TD>
<TD>
<font size="3">
March 29, 2000
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
David M. Stanton
</font>
</TD>
<TD>
<font size="3">
&nbsp;
</font>
</TD>
<TD>
<font size="3">
&nbsp;
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3"><u>
/s/ LIONEL N. STERLING
</u></font>
</TD>
<TD>
<font size="3">
Director
</font>
</TD>
<TD>
<font size="3">
March 29, 2000
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
Lionel N. Sterling
</font>
</TD>
<TD>
<font size="3">
&nbsp;
</font>
</TD>
<TD>
<font size="3">
&nbsp;
</font>
</TD>
</TR>
</TABLE>

<br>
<br>
<br>
<HR align=center SIZE=2 width="85%">
<br>
<br>
<br>

<B><U><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">Exhibit&nbsp;Index</P>
</B></U><P><BR>
</P>
<U><P>Exhibit No</U>.&#9;<U>Description</U>&#9;</P>
<P ALIGN="JUSTIFY"></P><DIR>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">4.01&#9;&#9;Registrant's Restated Certificate of
Incorporation (incorporated herein by reference to Exhibit 3.1 of the
Registrant's Registration Statement on Form S-4 declared effective by the
Commission on July 9, 1998 (the &quot;Form S-4&quot;)).</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">4.02&#9;&#9;Registrant's Certificate of Amendment to
Certificate of Incorporation (incorporated herein by reference to Exhibit 3.5 of
the Registrant's Quarterly Report on Form 10-Q for the Quarter ended September
30, 1998 (the &quot;September 1998 Form 10-Q&quot;)).</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">4.03&#9;&#9;Registrant's Bylaws (incorporated herein by
reference to Exhibit 3.3 of the Form S-4).</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">4.04&#9;&#9;Registrant's 1998 Long Term Stock Incentive Plan,
as amended (incorporated by reference to Exhibit 10.17 of the 1999 Form 10-
K).</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">4.05&#9;&#9;Registrant's 1998 Executive Officer Incentive
Plan, as amended (incorporated by reference to Exhibit 10.18 of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999 (the &quot;1999
Form 10-K&quot;).</P>
<P ALIGN="JUSTIFY">5.01&#9;&#9;&#9;Opinion of Fenwick &amp; West LLP.</P>
<P ALIGN="JUSTIFY">23.01&#9;&#9;&#9;Consent of Fenwick &amp; West LLP (included
in Exhibit 5.01).</P>
<P ALIGN="JUSTIFY">23.02&#9;&#9;&#9;Consent of Ernst &amp; Young LLP,
independent auditors.</P>
<P ALIGN="JUSTIFY">24.01&#9;&#9;&#9;Power of Attorney (see page 5).</P>
<B><P ALIGN="JUSTIFY"></P></DIR>
</DIR>
</DIR>
</B></FONT>




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[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 29960}]
{"company-data": {"conformed-name": "ZILOG INC", "cik": "0000319450", "assigned-sic": "3674", "irs-number": "133092996", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33564", "film-number": "584301"}, "business-address": {"street1": "910 E HAMILTON AVE", "city": "CAMPBELL", "state": "CA", "zip": "95008", "phone": "4085588500"}, "mail-address": {"street1": "910 E HAMILTON AVE", "city": "CAMPELL", "state": "CA", "zip": "95008"}}
S-8 doc
As filed with the Securities and Exchange Commission on March 29, 2000
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ZILOG, INC.
(Exact name of registrant as specified in its charter)
Delaware
13-3092996
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification Number)
910 East Hamilton Avenue
Campbell, California   95008
(408)558-8500
(Address and Telephone Number of Registrant's Principal Executive Offices)
1998 Long Term Stock Incentive Plan, as amended
1998 Executive Officer Incentive Plan, as amended
(Full title of the Plans)
Curtis J. Crawford
President and Chief Executive Officer
ZiLOG, Inc.
910 East Hamilton Avenue
Campbell, California   95008
(408) 558-8500
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Dennis R. DeBroeck, Esq.
Robert Freedman, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, CA  94306
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Amount
to be
Registered
Proposed Maximum Offering Price Per Share
Proposed Maximum Aggregate Offering Price
Amount of Registration Fee
Common Stock, $0.01 par value
2,801,187 (1)
$4.00 (2)
$11,204,748 (2)
$2,959
Common Stock, $0.01 par value
598,813 (3)
$4.00 (4)
$  2,395,252 (4)
$  633
(1)  Shares available for grant as of March 1, 2000 under the 1998 Long Term
Stock Incentive Plan, as amended and the 1998 Executive Officer Incentive
Plan.
(2) Estimated as of March 1, 2000 pursuant to Rule 457(a) solely for the purpose
of calculating the registration fee.
(3)Shares subject to outstanding options and restricted stock grants granted
under the 1998 Long Term Stock Incentive Plan, as amended and the 1998 Executive
Officer Incentive Plan, as amended.
(4) Represents weighted average per share exercise price for such
outstanding options pursuant to Rule 457(h)(1).
ZILOG, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3
.
Incorporation of Documents by Reference
.
The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, as filed with the Securities and Exchange Commission
(the "Commission") is incorporated herein by reference.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
registered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed incorporated by reference herein and to be a
part hereof from the date of the filing of such documents.
Item 4.
Description of Securities
.
Authorized Capital Stock
The authorized capital stock of Zilog consists of
70,000,000 shares of Common Stock, par value $0.01 per share, 30,000,000 shares
of Class A Non-Voting Common Stock, par value $0.01 per share and 5,000,000
shares of Preferred Stock, par value $100.00 per share.
Common Stock
Holders of Common Stock are entitled to one vote per
share on all matters submitted to a vote of stockholders. Approval of matters
brought before the stockholders will require the affirmative vote of a majority
of the holders of the outstanding shares of Common Stock, except as otherwise
required by the General Corporation Law of the State of Delaware (the
"DGCL").
Subject to the rights of holders of Preferred Stock and
other classes and/or series of preferred stock, if any, all shares of Common
Stock are entitled to share in such dividends as the Board of Directors may from
time to time declare from sources legally available therefor. Subject to the
rights of creditors and holders of Preferred Stock and other classes and/or
series of preferred stock, if any, holders of Common Stock are entitled to share
ratably in a distribution of assets of the registrant upon any liquidation,
dissolution or winding up of the registrant.
Preferred Stock
There are currently 250,000 shares of Series A Cumulative
Preferred Stock outstanding.  Under the Registrant's Restated Certificate of
Incorporation, the Board of Directors has the authority to issue, from time to
time, by resolution and without any action by stockholders, up to 5,000,000
shares of preferred stock, par value $100.00 per share, in one or more classes
and/or series and may establish the powers, designations, preferences, rights
and qualifications, limitations or restrictions (which may differ with respect
to each such class and/or series) of such class and/or series.  The Series A
Cumulative Preferred Stock is a non-voting, 13.5% pay-in-kind preferred stock
with a stated value of $100.00 per share.
The Series A Cumulative Preferred Stock accumulates
dividends at the rate of 13.5% per annum (payable quarterly) for periods ending
on or prior to the anniversary of the effective date of the merger in which TPG
Zeus Acquisition Corporation, a Delaware corporation merged with and into the
Registrant, with the Registrant continuing as the surviving corporation (the
"Effective Time") in 2008, and 15.5% per annum thereafter.  Dividends
will be payable, at the election of the Board of Directors but subject to
availability of funds and the terms of the Registrant's senior secured Financing
Agreement between the CIT Group/Business Credit, Inc. and the Registrant dated
July 30, 1998 (the "Credit Facility"), in cash or in kind through a
corresponding increase in the liquidation preference (as described below) of the
Series A Cumulative Preferred Stock.  The Series A Cumulative Preferred Stock
has an initial liquidation preference of $100.00 per share.
To the extent that a quarterly dividend payment in
respect of a share of Series A Cumulative Preferred Stock is not made in cash
when due, the amount of such unpaid dividend will accumulate (whether or not
declared by the Board of Directors) through an increase in the liquidation
preference of such share of Series A Cumulative Preferred Stock equal to the
amount of such unpaid dividend, and compounding dividends will accumulate on all
such accumulated and unpaid dividends.  The liquidation preference will be
reduced to the extent that previously accumulated dividends are thereafter paid
in cash.  The Registrant is required on the anniversary of the Effective Time in
2008 to pay in cash all accumulated dividends that have been applied to increase
the liquidation preference (the "Clean-Down").
Shares of Series A Cumulative Preferred Stock may be
redeemed at the option of the Issuer, in whole or in part, at the redemption
prices ranging from 105%, if redeemed prior to the six-month anniversary of the
Effective Time in 1998, to 100%, if redeemed after the six-month anniversary of
the Effective Time in 2003, in each case of the sum of (i) the liquidation
preference thereof, increased to the extent that accumulated dividends thereon
shall not have been paid in cash, plus (ii) accrued and unpaid dividends thereon
to the date of redemption.  Optional redemption of the Series A Cumulative
Preferred Stock will be subject to, and expressly conditioned upon, certain
limitations under the Credit Facility.
In certain circumstances, including the occurrence of a
change of control of the Issuer, but again subject to certain limitations under
the Credit Facility, the Issuer may be required to repurchase shares of Series A
Cumulative Preferred Stock at 101% of the sum of the liquidation preference
thereof, increased to the extent that accumulated dividends thereon shall not
have been paid in cash, plus accumulated and unpaid dividends to the repurchase
date.
Holders of Series A Cumulative Preferred Stock do not
have any voting rights with respect thereto, except for (i) such rights as are
provided under the DGCL, (ii) the right to elect, as a class, one director of
the Issuer in the event that the Issuer fails to comply with its Clean-Down or
repurchase obligations and (iii) class voting rights with respect to
transactions adversely affecting the rights, preferences or powers of the Series
A Cumulative Preferred Stock and certain transactions involving stock that ranks
junior in payment of dividends, or upon liquidation, to the Series A Cumulative
Preferred Stock.
Item 5
.
Interests of Named Experts and Counsel
.
Not applicable.
Item 6
.
Indemnification of Directors and Officers and Limitation
of Liability
.
Section 145 of the Delaware General Corporation Law
("DGCL") permits Zilog's board of directors to indemnify any person
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
any threatened, pending or completed action, suit or proceeding in which such
person is made a party by reason of his or her being or having been a director,
officer, employee or agent of Zilog, in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Act"). The statute provides that indemnification
pursuant to its provisions is not exclusive of other rights of indemnification
to which a person may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise.
Article IX of Zilog's Certificate of Incorporation provides
for indemnification of its directors, officers, employees and other agents to
the fullest extent permitted by law.
As permitted by sections 102 and 145 of the DGCL, Zilog's
Certificate of Incorporation eliminates a director's personal liability for
monetary damages to Zilog and its stockholders arising from a breach or alleged
breach of a director's fiduciary duty except for liability under section 174 of
the DGCL or liability for any breach of the director's duty of loyalty to Zilog
or its stockholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law or for any transaction from
which the director derived an improper personal benefit.
In addition, Zilog maintains officers' and directors'
insurance covering certain liabilities that may be incurred by officers and
directors in the performance of their duties.
Item 7
.
Exemption from Registration Claimed
.
Not applicable.
Item 8
.
Exhibits
.
4.01	Registrant's Restated Certificate of
Incorporation (incorporated herein by reference to Exhibit 3.1 of the
Registrant's Registration Statement on Form S-4 declared effective by the
Commission on July 9, 1998 (the "Form S-4")).
4.02	Registrant's Certificate of Amendment to
Certificate of Incorporation (incorporated herein by reference to Exhibit 3.5 of
the Registrant's Quarterly Report on Form 10-Q for the Quarter ended September
30, 1998 (the "September 1998 Form 10-Q")).
4.03	Registrant's Bylaws (incorporated herein by
reference to Exhibit 3.3 of the Form S-4).
4.04	Registrant's 1998 Long Term Stock Incentive Plan,
as amended (incorporated herein by reference to Exhibit 10.17 of the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1999
(the "1999 Form 10-K").
4.05	Registrant's 1998 Executive Officer Incentive
Plan, as amended (incorporated herein by reference to Exhibit 10.18 of the 1999
Form 10-K).
5.01	Opinion of Fenwick & West LLP.
23.01	Consent of Fenwick & West LLP (included in
Exhibit 5.01).
23.02	Consent of Ernst & Young LLP, independent
auditors.
24.01	Power of Attorney (see page 5).
Item 9
.
Undertakings
.
The undersigned Registrant hereby undertakes:
(1)	To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration
Statement:
(i)	To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii)	To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement; and
(iii)	To include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement.
Provided
,
however
, that paragraphs
(1)(i) and (1)(ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2)	That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(3)	To remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions discussed in Item 6 hereof,
or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereby, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
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 Campbell, State of
California, on this 29th day of March, 2000.
ZILOG, INC.
By:
/s/ Gary Patten
Gary Patten
Senior Vice President and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each
individual whose signature appears below constitutes and appoints Curtis J.
Crawford and Richard R. Pickard, and each of them, his true and lawful
attorneys-in-fact and agents with full power of substitution, 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 on Form S-8, and to file the same with all exhibits thereto and all
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 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 his,
her or their substitute or substitutes, may lawfully do or cause to be done or
by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Name
Title
Date
Principal Executive Officer
/s/ CURTIS J. CRAWFORD
President, Chief Executive
Officer and Director
March 29, 2000
Curtis J. Crawford
Principal Financial Officer and Principal
Accounting Officer:
/s/ GARY PATTEN
Senior Vice President
and Chief Financial Officer
March 29, 2000
Gary Patten
Additional Directors:
/s/ RICHARD S. FRIEDLAND
Director
March 29, 2000
Richard S. Friedland
/s/ MURRAY A. GOLDMAN
Director
March 29, 2000
Murray A. Goldman
Director
March 29, 2000
William S. Price, III
/s/ DAVID M. STANTON
Director
March 29, 2000
David M. Stanton
/s/ LIONEL N. STERLING
Director
March 29, 2000
Lionel N. Sterling
Exhibit Index
Exhibit No
.
Description
4.01		Registrant's Restated Certificate of
Incorporation (incorporated herein by reference to Exhibit 3.1 of the
Registrant's Registration Statement on Form S-4 declared effective by the
Commission on July 9, 1998 (the "Form S-4")).
4.02		Registrant's Certificate of Amendment to
Certificate of Incorporation (incorporated herein by reference to Exhibit 3.5 of
the Registrant's Quarterly Report on Form 10-Q for the Quarter ended September
30, 1998 (the "September 1998 Form 10-Q")).
4.03		Registrant's Bylaws (incorporated herein by
reference to Exhibit 3.3 of the Form S-4).
4.04		Registrant's 1998 Long Term Stock Incentive Plan,
as amended (incorporated by reference to Exhibit 10.17 of the 1999 Form 10-
K).
4.05		Registrant's 1998 Executive Officer Incentive
Plan, as amended (incorporated by reference to Exhibit 10.18 of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999 (the "1999
Form 10-K").
5.01			Opinion of Fenwick & West LLP.
23.01			Consent of Fenwick & West LLP (included
in Exhibit 5.01).
23.02			Consent of Ernst & Young LLP,
independent auditors.
24.01			Power of Attorney (see page 5).