As filed with the Securities and Exchange Commission on March 3, 2010

Registration No. 333-          

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form S-3

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

MINDSPEED TECHNOLOGIES, INC.

Delaware		01-0616769
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

4000 MacArthur Boulevard, East Tower
Newport Beach, CA 92660-3095
(949) 579-3000
(Address, including zip code, and telephone number, including area code, of registrant’sprincipal executive offices)
Brandi R. Steege
Vice President, Legal, and Secretary
Mindspeed Technologies, Inc.
4000 MacArthur Boulevard, East Tower
Newport Beach, California 92660-3095
(949) 579-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this registration statement.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. þ No. 333-160322

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

CALCULATION OF REGISTRATION FEE

				Aggregate
	Title of each class of			maximum			Amount of
	securities to be registered			offering price			registration fee (2)
	Common stock, par value $.01 per share (1)			$3,052,500			$217.65

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462 (b) of the Securities Act of 1933, as amended.

 

 

EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

          This Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction IV of Form S-3.

          This Registration Statement relates to the shelf registration statement on Form S-3 (File Number 333-160322) (the “Prior Registration Statement”) declared effective on July 10, 2009 by the Commission and is being filed for the purpose of registering up to $3,052,500 additional aggregate dollar amount of shares of the Registrant’s Common Stock, par value $0.01 per share. The Registrant hereby incorporates by reference into this Registration Statement on Form S-3 in its entirety the Prior Registration Statement, including each of the documents filed by the Registrant with the Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto. The required opinions and consents are listed on the Exhibit Index attached to and filed with this Registration Statement.

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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, State of California, on the 3rd day of March, 2010.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Raouf Y. Halim   Raouf Y. Halim		Chief Executive Officer and Director (Principal Executive Officer)		March 3, 2010
/s/ Bret W. Johnsen   Bret W. Johnsen		Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)		March 3, 2010
***		Chairman of the Board of Directors		March 3, 2010
Dwight W. Decker
***		Director		March 3, 2010
Michael T. Hayashi
***		Director		March 3, 2010
Ming Louie
***		Director		March 3, 2010
Thomas A. Madden
***		Director		March 3, 2010
Jerre L. Stead

***		By:		/s/ Bret W. Johnsen   Bret W. Johnsen Attorney-in-Fact

EXHIBIT INDEX

EXHIBIT
NO.		DESCRIPTION
5.1		Opinion of Morrison & Foerster LLP
23.1		Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
23.2		Consent of Deloitte & Touche LLP
24.1		Power of Attorney*