S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans
Published on December 6, 2000
As filed with the Securities and Exchange Commission on December 6, 2000
Registration Statement No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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MICROCHIP TECHNOLOGY INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 86-062904
(State of Incorporation) (I.R.S. Employer
Identification No.)
2355 W. CHANDLER BLVD., CHANDLER, AZ 85224-6199
(Address of Principal Executive Offices, Including Zip Code)
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MICROCHIP TECHNOLOGY INCORPORATED
Employee Stock Purchase Plan
1997 Nonstatutory Stock Option Plan
(Full Titles of the Plans)
Steve Sanghi
President and Chief Executive Officer
MICROCHIP TECHNOLOGY INCORPORATED
2355 W. Chandler Boulevard, Chandler, Arizona 85224-6199
(480) 792-7200
(Telephone Number, Including Area Code, of Agent for Service)
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This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
may begin as soon as reasonably practicable after such effective date.
CALCULATION OF REGISTRATION FEE
1. These numbers have been adjusted for a 3-for-2 stock split in the form of a
stock dividend effected September 26, 2000.
2. This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Employee Stock Purchase Plan
and the 1997 Nonstatutory Stock Option Plan by reason of any stock
dividend, stock split, recapitalization or any other similar transaction
without receipt of consideration which results in any increase in the
number of outstanding shares of Common Stock of Microchip Technology
Incorporated. Associated with the Common Stock are common stock purchase
rights which will not be exercisable or be evidenced separately from the
Common Stock prior to the occurrence of certain events.
3. Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of 100% of the average of
the high and low prices reported on the Nasdaq National Market on November
30, 2000 (the "Market Price") as to 8,250,000 shares and 85% of the Market
Price as to 300,000 shares.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Microchip Technology Incorporated (the "Registrant" or the "Company")
hereby incorporates by reference into this Registration Statement, pursuant to
General Instruction "E" to Form S-8, the contents of the Registration Statement
on Form S-8 (No. 33-59686) filed with the Securities and Exchange Commission
("SEC") on March 17, 1993, the contents of the Registration Statement on Form
S-8 (No. 33-80072) filed with the SEC on June 10, 1994, the contents of the
Registration Statement on Form S-8 (No. 33-81690) filed with the SEC on July 18,
1994, the contents of the Registration Statement on Form S-8 (No. 33-83196)
filed with the SEC on August 24, 1994, the contents of Registration Statement on
Form S-8 (No. 333-872) filed with the SEC on January 23, 1996, the contents of
Registration Statement on Form S-8 (No. 333-40791) filed with the SEC on
November 21, 1997, the contents of Registration Statement on Form S-8 (No.
333-67215) filed with the SEC on November 13, 1998, and the contents of
Registration Statement on Form S-8 (No. 333-93571) filed with the SEC on
December 23, 1999.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference in this registration
statement the following documents previously filed with the SEC:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 2000.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarters ended
September 30, 2000 and June 30, 2000.
(c) The Registrant's Current Report on Form 8-K filed July 26, 2000.
(d) The Registrant's Current Report on Form 8-K filed October 30, 2000.
(e) 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.
(f) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed on February 5,
1993, including any amendment or report updating such description.
All documents subsequently filed by the Company 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 which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents.
ITEM 8. EXHIBITS.
4.1 Restated Employee Stock Purchase Plan, as amended through August
18, 2000 [Incorporated by reference to Exhibit 10.2 to
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2000]
4.2 1997 Nonstatutory Stock Option Plan, as amended through August
18, 2000 [Incorporated by reference to Exhibit 10.3 to
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2000]
5.1 Opinion and Consent of Mary K. Simmons, Esq.
10.1 Form of Notice of Grant For 1997 Nonstatutory Stock Option Plan,
with Exhibit A thereto, Form of Stock Option Agreement
[Incorporated by reference to Exhibit 10.17 to Registrant's
Annual Report on Form 10-K for the fiscal year ended March 31,
1998]
II-1
10.2 Form of Stock Purchase Agreement for Employee Stock Purchase Plan
[Incorporated by Reference to Exhibit 10.2 to Registration
Statement No. 333-872]
10.3 Form of Enrollment Form for Employee Stock Purchase Plan
[Incorporated by Reference to Exhibit 10.3 to Registration
Statement No. 333-872]
10.4 Form of Change Form for Employee Stock Purchase Plan
[Incorporated by Reference to Exhibit 10.4 to Registration
Statement No. 333-872]
23.1 Consent of KPMG LLP
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (reference is made to page II-3 of this
Registration Statement)
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 December 6, 2000.
MICROCHIP TECHNOLOGY INCORPORATED
By: /s/ Steve Sanghi
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Steve Sanghi, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of Microchip Technology
Incorporated, a Delaware corporation, do hereby constitute and appoint Gordon W.
Parnell and Mary K. Simmons, and each of them, the lawful attorneys-in-fact and
agents, with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and any one of
them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration Statement
and to any and all instruments or documents filed as a part of or in conjunction
with this Registration Statement or to amendments or supplements thereof, and
each of the undersigned hereby ratifies and confirms all that said attorneys and
agents, or any one of them, shall do or cause to be done by virtue hereof. This
Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
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4.1 Restated Employee Stock Purchase Plan, as Amended through August
18, 2000 [Incorporated by reference to Exhibit 10.2 to
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2000]
4.2 1997 Nonstatutory Stock Option Plan, as amended through August
18, 2000 [Incorporated by reference to Exhibit 10.3 to
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2000]
5.1 Opinion and Consent of Mary K. Simmons, Esq.
10.1 Form of Notice of Grant For 1997 Nonstatutory Stock Option Plan,
with Exhibit A thereto, Form of Stock Option Agreement
[Incorporated by reference to Exhibit 10.17 to Registrant's
Annual Report on Form 10-K for the fiscal year ended March 31,
1998]
10.2 Form of Stock Purchase Agreement for Employee Stock Purchase Plan
[Incorporated by Reference to Exhibit 10.2 to Registration
Statement No. 333-872]
10.3 Form of Enrollment Form for Employee Stock Purchase Plan
[Incorporated by Reference to Exhibit 10.3 to Registration
Statement No. 333-872]
10.4 Form of Change Form for Employee Stock Purchase Plan
[Incorporated by Reference to Exhibit 10.4 to Registration
Statement No. 333-872]
23.1 Consent of KPMG LLP
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (reference is made to page II-3 of this
Registration Statement)