S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans
Published on February 29, 2008
As filed
with the Securities and Exchange Commission on February 29, 2008
Registration
No.________
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MICROCHIP
TECHNOLOGY INCORPORATED
(Exact
Name Of Registrant As Specified In Its Charter)
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Delaware
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86-0629024
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(State
or Other Jurisdiction
of
Incorporation or Organization)
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(IRS
Employer Identification No.)
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2355
West Chandler Boulevard
Chandler,
Arizona 85224
MICROCHIP
TECHNOLOGY INCORPORATED
2001
Employee Stock Purchase Plan and
International
Employee Stock Purchase Plan
Steve
Sanghi
President
and Chief Executive Officer
MICROCHIP
TECHNOLOGY INCORPORATED
2355
West Chandler Boulevard
Chandler,
Arizona 85224
(480)
792-7200
(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. See the definitions of “large accelerated filer,”
“accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):
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Large
Accelerated filer
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ý
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Accelerated
filer
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¨
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Non-accelerated
filer
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¨
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Smaller Reporting
Company
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¨
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(Do not
check if a smaller reporting company)
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CALCULATION
OF REGISTRATION FEE
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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 (3)
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Common
Stock (par value $0.001 per share) to be issued under the Microchip
Technology Incorporated 2001 Employee Stock Purchase Plan
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945,068
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$26.34
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$24,893,091.12
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$978.30
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Common
Stock (par value $0.001 per share) to be issued under the Microchip
Technology Incorporated International Employee Stock Purchase
Plan
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189,013
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$26.34
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$4,978,602.42
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$195.66
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(1) This
Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the Microchip Technology Incorporated
2001 Employee Stock Purchase Plan and the International Employee Stock
Purchase Plan by reason of any stock dividend, stock split,
recapitalization or any other similar transaction without receipt of
consideration which results in an increase in the number of outstanding
shares of Common Stock of Microchip Technology Incorporated.
(2) Calculated
solely for purposes of this offering under Rule 457(h) of the Securities
Act of 1933, as amended, on the basis of 85% of the average of the high
and low prices per share of Common Stock as reported by the Nasdaq
National Market on February 22,
2008, which was $26.34.
(3) The
Amount of the Registration Fee is calculated pursuant to Section 6(b) of
the Securities Act, which currently provides that the adjusted fee rate
for fiscal 2008 shall be “$39.30 per $1 million” of the maximum aggregate
price at which such securities are proposed to be offered. The
Registration Fee is therefore calculated by multiplying the Proposed
Maximum Aggregate Offering Price by 0.0000393.
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PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by
Reference.
There are
hereby incorporated by reference in this Registration Statement the following
documents and information heretofore filed by Microchip Technology Incorporated
(the “Registrant” or the “Company”)with the SEC:
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(1)
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The
Registrant’s Annual Report on Form 10-K for the fiscal year ended March
31, 2007 filed with the SEC on May 25,
2007.
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(2)
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The
Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarters ended
June 30, 2007, September 30, 2007 and December 31, 2007, filed with
the SEC on August 7, 2007, November 7, 2007 and February 7, 2008,
respectively.
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(3)
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The
Registrant’s Current Report on Form 8-K filed on December 7,
2007.
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(4)
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The
description of the Registrant’s Preferred Share Purchase Rights contained
in the Registrant’s Registration Statement on Form 8-A filed on February
14, 1995, including any amendment or report updating such
description.
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(5)
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The
description of the Registrant’s Common Stock included in the Registrant’s
Registration Statement on Form 8-A filed on February 5, 1993, including
any amendment or report updating such
description.
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All
documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), prior to the filing of a post-effective amendment to this
Registration Statement that indicates all securities offered hereby have been
sold or that de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item
4. Description of
Securities.
Not
applicable.
Item
5. Interests of Named Experts and
Counsel.
Not
applicable.
Item
6. Indemnification of Directors
and Officers.
Section
145 of the Delaware General Corporation Law (“Delaware Law”) authorizes a court
to award or a corporation’s Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising by reason of the fact that the
person was an officer, director, employee or agent of the corporation, or is or
was serving at the request of the corporation or other enterprise (including
liabilities arising under the Securities Act of 1933, as amended (the
“Securities Act”)). Article VI of the Registrant’s By-Laws provides
for mandatory indemnification of its directors and executive officers, to the
maximum extent permitted by Delaware Law. Article VI of the Registrant’s By-Laws
also provides for permissive indemnification of the Registrant’s employees and
agents to the extent, and in the manner, permitted by Delaware
Law. The Registrant has entered into indemnification agreements with
its directors and selected officers, a form of which was filed on February 5,
1993 as Exhibit 10.1 to Registration Statement No. 33-57960. The
indemnification agreements provide the Registrant’s directors and selected
officers with further indemnification to the maximum extent permitted by
Delaware Law. The Registrant’s directors and officers are insured
under policies of insurance maintained by the Registrant, subject to the limits
of the policies, against any claims made against them by reason of being or
having been such directors or officers.
II-1
Item
7. Exemption From Registration
Claimed.
Not
applicable.
Item
8. Exhibits.
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4.1
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Microchip
Technology Incorporated International Employee Stock Purchase Plan, as
amended through May 1, 2006
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4.2
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Microchip
Technology Incorporated International Stock Purchase Agreement (including
attached Form of Enrollment Form)
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4.3
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Form
of Change Form for Microchip Technology Incorporated International
Employee Stock Purchase Plan
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4.4
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Microchip
Technology Incorporated 2001 Employee Stock Purchase Plan as amended
through August 15, 2003
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4.5
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Microchip
Technology Incorporated Enrollment Form, Stock Purchase Agreement and
Change Form for the 2001 Employee Stock Purchase Plan [Incorporated by
reference to Exhibit 4.4 of the Registrant's Form S-8 Registration
Statement filed February 16, 2007.]
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5.1
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Opinion
and Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation
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23.1
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Consent
of Independent Registered Public Accounting
Firm
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23.2
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Consent
of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(contained in Exhibit 5.1)
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24.1
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Power
of Attorney (reference is made to page II-4 of this Registration
Statement)
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Item
9.
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Undertakings.
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(a) 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 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.
(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.
(b) 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 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to (and where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange
Act) the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to Item 6 of Part II of this registration statement, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
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
II-2
II-3
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
Chandler, State of Arizona, on February 29,
2008.
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MICROCHIP
TECHNOLOGY INCORPORATED
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By:
/s/ Steve
Sanghi
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Steve
Sanghi, President, Chief Executive Officer and
Chairman
of the Board
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POWER
OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Steve Sanghi and Gordon W. Parnell, and each of them,
his attorneys-in-fact, each with the power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
sign any registration statement for the same offering covered by this
Registration Statement that is to be effective upon filing pursuant to
Rule 462(b) promulgated under the Securities Act, and all post-effective
amendments thereto, and to file the same, with all exhibits thereto in all
documents in connection therewith, with the SEC, 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 might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done 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.
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Signature
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Title
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Date
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/s/
Steve Sanghi
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Chairman
of the Board, President and
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February
29, 2008
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Steve
Sanghi
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Chief
Executive Officer (Principal Executive Officer)
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/s/
Gordon W. Parnell
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Vice
President, Chief Financial Officer
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February
29, 2008
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Gordon
W. Parnell
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(Principal
Financial and Accounting Officer)
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| /s/ Matthew W. Chapman | Director | February 29, 2008 | ||
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Matthew
W. Chapman
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/s/ Albert J.
Hugo-Martinez
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Director
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February
29, 2008
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Albert
J. Hugo-Martinez
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/s/
L.B.
Day
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Director
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February
29, 2008
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L.B.
Day
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/s/ Wade F.
Meyercord
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Director
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February
29, 2008
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Wade
F. Meyercord
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II-4
EXHIBIT
INDEX
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4.1
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Microchip
Technology Incorporated International Employee Stock Purchase Plan, as
amended through May 1, 2006
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4.2
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Microchip
Technology Incorporated International Stock Purchase Agreement (including
attached Form of Enrollment Form)
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4.3
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Form
of Change Form for Microchip Technology Incorporated International
Employee Stock Purchase Plan
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4.4
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Microchip
Technology Incorporated 2001 Employee Stock Purchase Plan, as amended
through August 15, 2003
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4.5
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Microchip
Technology Incorporated Enrollment Form, Stock Purchase Agreement and
Change Form for the 2001 Employee Stock Purchase Plan [Incorporated by
reference as Exhibit 4.4 in Registrant's Form S-8 Registration Statement
filed February 16, 2007.]
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5.1
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Opinion
and Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation
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23.1
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Consent
of Independent Registered Public Accounting Firm
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23.2
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Consent
of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(contained in Exhibit 5.1)
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24.1
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Power
of Attorney (reference is made to page II-4 of this Registration
Statement)
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