EXHIBIT 4.1
Published on February 6, 2007
EXHIBIT
4.1
Microchip
Technology Incorporated
2355
West
Chandler Boulevard
Chandler,
Arizona 85224-6199
January
29, 2007
Wells
Fargo Bank, N.A., successor to
Norwest
Bank Minnesota, N.A.
161
North
Concord Exchange
P.
O. Box
738
South
St.
Paul, MN 55075-0738
Attention:
Shareowner Services
Re:
First
Amendment to Rights Agreement
Ladies
and Gentlemen:
Pursuant
to Section 27 of the Amended and Restated Preferred Shares Rights
Agreement, dated as of October 11, 1999 (the "Rights Agreement"), between
Microchip Technology Incorporated, a Delaware corporation (the "Company"),
and
Wells Fargo Bank, N.A., successor to Norwest Bank Minnesota, N.A., as rights
agent (the "Rights Agent"), the Company, by resolution adopted by its Board
of
Directors on January 29, 2007, hereby amends the Rights Agreement as follows
(this "Amendment"):
1.
Section 1(a) of the Rights Agreement is hereby amended and restated in its
entirety to read in full as follows:
(a) "Acquiring
Person"
shall
mean any Person who or which, together with all Affiliates and Associates
of
such Person, shall be the Beneficial Owner of 18% or more of the Common Shares
then outstanding, but shall not include the Company, any Subsidiary of the
Company or any employee benefit plan of the Company or of any Subsidiary
of the
Company, or any entity holding Common Shares for or pursuant to the terms
of any
such plan.
Notwithstanding the foregoing, no Person shall be deemed to be an Acquiring
Person as the result of an acquisition of Common Shares by the Company which,
by
reducing the number of shares outstanding, increases the proportionate number
of
shares beneficially owned by such Person to 18% or more of the Common Shares
of
the Company then outstanding; provided,
however,
that if
a Person shall become the Beneficial Owner of 18% or more of the Common Shares
of the Company then outstanding by reason of share purchases by the Company
and
shall, after such share purchases by the Company, become the Beneficial Owner
of
any additional Common Shares of the Company (other than pursuant to a dividend
or distribution paid or made by the Company on the outstanding Common Shares
in
Common Shares or pursuant to a split or subdivision of the outstanding Common
Shares), then such Person shall be deemed to be an Acquiring Person unless
upon
becoming the Beneficial Owner of
such
additional Common Shares of the Company such Person does not beneficially
own
18% or more of the Common Shares of the Company then outstanding.
Notwithstanding
the foregoing, (i) if the Company's Board of Directors determines in good
faith
that a Person who would otherwise be an "Acquiring Person," as defined pursuant
to the foregoing provisions of this paragraph (a), has become such inadvertently
(including, without limitation, because (A) such Person was unaware that
it
beneficially owned a percentage of the Common Shares that would otherwise
cause
such Person to be an "Acquiring Person," as defined pursuant to the foregoing
provisions of this paragraph (a), or (B) such Person was aware of the extent
of
the Common Shares it beneficially owned but had no actual knowledge of the
consequences of such beneficial ownership under this Agreement) and without
any
intention of changing or influencing control of the Company, and if such
Person
divested or divests as promptly as practicable a sufficient number of Common
Shares so that such Person would no longer be an "Acquiring Person," as defined
pursuant to the foregoing provisions of this paragraph (a), then such Person
shall not be deemed to be or to have become an "Acquiring Person" for any
purposes of this Agreement; and (ii) if, as of the date hereof, any Person
is
the Beneficial Owner of 18% or more of the Common Shares outstanding, such
Person shall not be or become an "Acquiring Person," as defined pursuant
to the
foregoing provisions of this paragraph (a), unless and until such time as
such
Person shall become the Beneficial Owner of additional Common Shares (other
than
pursuant to a dividend or distribution paid or made by the Company on the
outstanding Common Shares in Common Shares or pursuant to a split or subdivision
of the outstanding Common Shares), unless, upon becoming the Beneficial Owner
of
such additional Common Shares, such Person is not then the Beneficial Owner
of
18% or more of the Common Shares then outstanding.”
2.
Exhibit
C
to the
Rights Agreement is hereby amended and restated in its entirety to read in
full
as attached hereto.
3.
This
Amendment shall be deemed to be a contract made under the laws of the State
of
Delaware and for all purposes shall be governed by and construed in accordance
with the laws of such state applicable to contracts to be made and performed
entirely within such state.
4.
This
Amendment may be executed in counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.
5.
If any
term, provision, covenant or restriction of this Amendment is held by a court
of
competent jurisdiction or other authority to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of this
Amendment shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.
6.
This
Amendment shall be effective as of the date first written above and all
references to the Rights Agreement shall from and after such time be deemed
to
be references to the Rights Agreement as amended hereby.
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Very
truly yours,
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Microchip
Technology Incorporated
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By: /s/
Gordon W. Parnell
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Title: V.P.,
Chief Financial Officer
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Accepted
and agreed to as of the effective time specified above:
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Wells
Fargo Bank, N.A., successor to
Norwest
Bank Minnesota, N.A
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By: /s/
Susan J. Roeder
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Title: Vice
President
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EXHIBIT
C
STOCKHOLDER
RIGHTS PLAN
MICROCHIP
TECHNOLOGY INCORPORATED
Summary
of Rights
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Distribution
and Transfer of Rights
and
Mailing of Rights Certificate:
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The
Board of Directors has declared a dividend of one Right for each
share of
Microchip Technology Incorporated Common Stock outstanding. Prior
to the
Distribution Date referred to below, the Rights will be evidenced
by and
trade with the certificates for the Common Stock. After the Distribution
Date, Microchip Technology Incorporated (the "Company")
will mail Rights certificates to the Company's stockholders and
the Rights
will become transferable apart from the Common Stock.
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Distribution
Date:
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Rights
will separate from the Common Stock and become exercisable following
(a)
the tenth day after a person or group acquires beneficial ownership
of 18%
or more of the Company's Common Stock or (b) the tenth business day
(or such later date as may be determined by the Company's Board
of
Directors) after a person or group announces a tender or exchange
offer,
the consummation of which would result in ownership by a person
or group
of 18% or more of the Company's Common Stock.
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Preferred
Stock Purchasable Upon Exercise
of
Rights
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After
the Distribution Date, each Right will entitle the holder to purchase
for
$250.00 (the "Exercise
Price"),
a fraction of a share of the Company's Preferred Stock with economic
terms
similar to that of one share of the Company's Common Stock.
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Flip-In:
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If
an acquiror (an "Acquiring
Person")
obtains 18% or more of the Company's Common Stock then
each Right (other than Rights owned by an Acquiring Person or its
affiliates) will entitle the holder thereof to purchase, for the
Exercise
Price, a number of shares of the Company's Common Stock having
a then
current market value of twice the Exercise Price.
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Flip-Over:
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If,
after an Acquiring Person obtains 18% or more of the Company's
Common
Stock, (a) the Company merges into another entity, (b) an
acquiring entity merges into the Company or (c) the Company sells
more than 50% of the Company's assets or earning power, then
each Right (other than Rights owned by an Acquiring Person or its
affiliates) will entitle the holder thereof to purchase, for the
Exercise
Price, a number of shares of Common Stock of the person engaging
in the
transaction having a then current market value of twice the Exercise
Price.
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Exchange
Provision:
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At
any time after the date an Acquiring Person obtains 18% or more
of the
Company's Common Stock and prior to the acquisition by the Acquiring
Person of 50% of the outstanding Common Stock, the Company's Board
of
Directors may exchange the Rights (other than Rights owned by the
Acquiring Person or its affiliates), in whole or in part, for shares
of
Common Stock of the Company at an exchange ratio of one share of
Common
Stock per Right (subject to adjustment).
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Redemption
of the Rights:
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Rights
will be redeemable at the Company's option for $0.01 per Right
at any time
on or prior to public announcement that a Person has acquired beneficial
ownership of 18% or more of the Company's Common Stock (the "Shares
Acquisition Date").
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Expiration
of the Rights:
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The
Rights expire on the earliest of (a) October 11, 2009 or (b) exchange
or redemption of the Rights as described above.
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Amendment
of Terms of Rights:
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The
terms of the Rights and the Rights Agreement may be amended in
any respect
without the consent of the Rights holders on or prior to the Distribution
Date; thereafter, the terms of the Rights and the Rights Agreement
may be
amended without the consent of the Rights holders in order to cure
any
ambiguities or to make changes which do not adversely affect the
interests
of Rights holders (other than the Acquiring Person).
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Voting
Rights:
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Rights
will not have any voting rights.
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Anti-Dilution
Provisions:
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Rights
will have the benefit of certain customary anti-dilution
provisions.
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Taxes:
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The
Rights distribution should not be taxable for federal income tax
purposes.
However, following an event which renders the Rights exercisable
or upon
redemption of the Rights, stockholders may recognize taxable
income.
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The
foregoing is a summary of certain principal terms of the Stockholder Rights
Plan
only and is qualified in its entirety by reference to the detailed terms
of the
Amended and Restated Rights Agreement dated as of October 11, 1999, between
the
Company and the Rights Agent.
THE
RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES
SPECIFIED IN SECTION 7(e) OF THE AMENDED AND RESTATED RIGHTS AGREEMENT
BETWEEN MICROCHIP TECHNOLOGY INCORPORATED AND NORWEST BANK MINNESOTA, N.A.
DATED
AS OF OCTOBER 11, 1999.