DFAN14A: Definitive additional proxy soliciting materials filed by non-management including Rule 14(a)(12) material
Published on November 12, 2008
UNITED
STATES
    SECURITIES
AND EXCHANGE COMMISSION
    Washington,
D.C. 20549
    FORM
8-K
    CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE
SECURITIES EXCHANGE ACT OF 1934
    Date of
Report (Date of earliest event reported)
    November
12, 2008
    |  MICROCHIP
      TECHNOLOGY INCORPORATED (Exact
      Name Of Registrant As Specified In Its
Charter) | 
| Delaware | 0-21184 | 86-0629024 | 
| (State
      Or Other Jurisdiction Of Incorporation) | (Commission
      File No.) | (IRS
      Employer Identification No.) | 
| 2355
      West Chandler Boulevard, Chandler, Arizona 85224-6199 | 
| (Address
      Of Principal Executive Offices) | 
| (480)
      792-7200 | 
| (Registrant’s
      Telephone Number, Including Area
Code) | 
| Check
      the appropriate box below if the Form 8-K filing is intended to
      simultaneously satisfy the filing obligation of the registrant under any
      of the following provisions: | 
| ¨           Written communications pursuant to Rule
      425 under the Securities Act (17 CFR
      230.425) | 
| ý        Soliciting material
      pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12) | 
| ¨           Pre-commencement
      communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
      240.14d-2(b)) | 
| ¨           Pre-commencement
      communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
      240.13e-4(c)) | 
Item
8.01 Other Events
    On November 12, 2008,
Microchip Technology Incorporated (“Microchip”) and ON
Semiconductor Corporation (“ON
Semiconductor”) issued a joint press release relating to their previously
announced acquisition proposal for Atmel Corporation.  The press
release is attached to this Current Report as Exhibit 99.1 and is incorporated
herein by reference.
    Item
9.01.                      Financial
Statements and Exhibits.
    | (d) | Exhibits | ||
| Exhibit
      No. | Description | ||
| 99.1 | Microchip
      and ON Semiconductor Joint Press Release, dated November 12,
      2008 | ||
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        SIGNATURES
    Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
    | Dated:
      November 12, 2008 | Microchip
      Technology Incorporated (Registrant) | 
| By:  /s/ Gordon W.
      Parnell                                                                 | |
| Gordon
      W. Parnell Vice
      President, Chief Financial Officer (Principal
      Accounting and Financial Officer) | 
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        | INDEX
      TO EXHIBITS | 
| Exhibit
      No. | Description | |
| 99.1 | Microchip
      and ON Semiconductor Joint Press Release, dated November 12,
      2008 | 
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