Delaware
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77-0466789
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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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Copies to:
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||||
Robert T. Clarkson
Jones Day
1755 Embarcadero Road
Palo Alto, CA 94303
650-739-3996
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Saria Tseng
Vice President and General Counsel
Monolithic Power Systems, Inc.
6409 Guadalupe Mines Road
San Jose, CA 95120
(408) 826-0600
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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
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Proposed maximum aggregate offering price
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Amount of registration fee (2)
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Common Stock $0.001 par value per share, to be issued pursuant to the 2004 Equity Incentive Plan
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1,753,151 shares
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$
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15.01
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(3)
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$
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26,314,797
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$
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3,055
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Common Stock $0.001 par value per share, to be issued pursuant to the 2004 Employee Stock Purchase Plan
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701,260 shares
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$
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12.76
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(4)
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$
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8,947,026
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$
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1,039
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Total Registration Fee
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$
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4,194
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(1)
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Pursuant to Rule 416, this Registration Statement shall also cover any additional shares of Registrant’s Common Stock that become issuable under the Monolithic Power Systems, Inc. 2004 Equity Incentive Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the Registrant’s outstanding shares of Common Stock.
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(2)
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Amount of the registration fee was calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”). The registration fee is based on $116.10 per $1,000,000 of the maximum aggregate price at which shares are proposed to be offered.
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(3)
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Estimated in accordance with Rules 457(c) and (h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on January 27, 2011, which amount was $15.01 per share.
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(4)
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The proposed maximum offering price per share of $12.76 was determined by discounting the proposed maximum offering price per share (as computed in note 3 above) by 15% in accordance with the terms of the Monolithic Power Systems, Inc. 2004 Employee Stock Purchase Plan.
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Item 3.
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Incorporation of Documents by Reference.
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(a)(1)
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The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed with the Commission on February 16, 2010;
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(b)(1)
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The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2010, filed with the Commission on April 29, 2010;
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(b)(2)
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The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2010, filed with the Commission on July 28, 2010;
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(b)(3)
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The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2010, filed with the Commission on November 3, 2010;
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(b)(4)
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The Registrant’s Current Report on Form 8-K filed with the Commission on February 3, 2010;
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(b)(5)
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The Registrant’s Current Report on Form 8-K filed with the Commission on June 14, 2010;
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(b)(6)
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The Registrant’s Current Report on Form 8-K filed with the Commission on July 28, 2010;
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(b)(7)
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The Registrant’s Current Report on Form 8-K filed with the Commission on September 15, 2010;
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(b)(7)
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The Registrant’s Current Report on Form 8-K filed with the Commission on January 3, 2011; and
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(c)(1)
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The description of the Registrant’s Common Stock contained in its registration statement on Form 8-A, filed with the Commission on November 16, 2004, and any subsequent amendment and restatement or report filed with the Commission for the purposes of updating such description.
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Item 8.
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Exhibits.
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Exhibit No.
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Description
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5.1
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Opinion of Jones Day.
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23.1
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Consent of Jones Day (included in Exhibit 5.1).
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23.2
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Consent of Independent Registered Public Accounting Firm.
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24.1
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Power of attorney (included in signature page to this Registration Statement).
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MONOLITHIC POWER SYSTEMS, INC.
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By:
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/s/ Michael R. Hsing
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Michael R. Hsing
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President and Chief Executive Officer
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Signature
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Title
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Date
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/s/ Michael R. Hsing
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President, Chief Executive Officer and Director (principal executive officer )
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February 2, 2011
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Michael R. Hsing | ||||
/s/ Meera Rao
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Chief Financial Officer (principal financial and accounting officer)
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February 2, 2011
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Meera Rao
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/s/ Karen A. Smith Bogart
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Director
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February 2, 2011
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Karen A. Smith Bogart
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/s/ Herbert Chang
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Director
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February 2, 2011
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Herbert Chang
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/s/ Victor K. Lee
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Director
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February 2, 2011
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Victor K. Lee
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/s/ Douglas McBurnie
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Director
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February 2, 2011
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Douglas McBurnie
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/s/ James C. Moyer
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Director
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February 2, 2011
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James C. Moyer
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/s/ Umesh Padval
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Director
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February 2, 2011
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Umesh Padval
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/s/ Jeff Zhou
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Director
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February 2, 2011
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Jeff Zhou
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Exhibit No.
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Description
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5.1
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Opinion of Jones Day.
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23.1
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Consent of Jones Day (included in Exhibit 5.1).
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23.2
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Consent of Independent Registered Public Accounting Firm.
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24.1
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Power of attorney (included in signature page to this Registration Statement).
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