S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans
Published on January 18, 2001
As filed with the Securities and Exchange Commission on January 18, 2001
Registration No. 333-__________
================================================================================
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)
----------
Delaware 86-062904
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
MICROCHIP TECHNOLOGY INCORPORATED
2355 West Chandler Boulevard
Chandler, Arizona 85224-6199
(480) 792-7200
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
TELCOM SEMICONDUCTOR, INC. 1994 STOCK OPTION PLAN
TELCOM SEMICONDUCTOR, INC. 1996 DIRECTOR OPTION PLAN
TELCOM SEMICONDUCTOR, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
TELCOM SEMICONDUCTOR, INC. 2000 NONSTATUTORY STOCK OPTION PLAN
(Full title of the Plans)
----------
Steve Sanghi
Chairman, President
and Chief Executive Officer
2355 West Chandler Boulevard
Chandler, Arizona 85224-6199
(480) 792-7200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------
WITH COPIES TO:
Michael J. Kennedy
J. Robert Suffoletta
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300
----------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement. 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, check
the following box. [X]
================================================================================
(1) Represents shares of Microchip Common Stock issuable upon exercise of stock
options granted pursuant to the plans. In connection with the Registrant's
acquisition of TelCom Semiconductor, Inc., the Registrant has assumed the
obligation to issue shares of common stock upon exercise of the stock
options issued under the plans.
(2) With respect to the TelCom Semiconductor, Inc. 1994 Stock Option Plan, the
TelCom Semiconductor, Inc. 1996 Director Option Plan and the TelCom
Semiconductor, Inc. 2000 Nonstatutory Stock Option Plan, estimated in
accordance with Rule 457 under the Securities Act of 1933 solely for the
purpose of calculating the registration fee. In accordance with Rule
457(h), the computation is based upon the weighted average exercise price
of the options covered under each plan.
(3) With respect to the TelCom Semiconductor, Inc. 1996 Employee Stock Purchase
Plan, estimated for the purpose calculating the registration fee in
accordance with 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 of Microchip
Common Stock reported on the Nasdaq National Market on January 10, 2001
(the "Market Price").
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, the contents of Registration
Statement on Form S-8 (No. 333-93571) filed with the SEC on December 23, 1999,
and the contents of Registration Statement on Form S-8 (No. 333-51322) filed
with the SEC on December 6, 2000.
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 Reports on Form 10-Q for the quarters
ended June 30, 2000 and September 30, 2000.
(c) The Registrant's Current Reports on Form 8-K filed on the
following dates: July 26, 2000; October 30, 2000; and January 17, 2001.
(d) 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.
(e) 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.
2
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4.1 TelCom Semiconductor, Inc. 1994 Stock Option Plan and forms of agreements
used thereunder
4.2 TelCom Semiconductor, Inc. 1996 Director Option Plan and forms of
agreements used thereunder
4.3 TelCom Semiconductor, Inc. 1996 Employee Stock Purchase Plan and forms of
agreements used thereunder
4.4 TelCom Semiconductor, Inc. 2000 Nonstatutory Stock Option Plan and forms
of agreements used thereunder
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to legality of
securities being registered
23.1 Consent of KPMG LLP, Independent Auditors
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in Exhibit
5.1)
24.1 Power of Attorney (contained on signature page hereto)
3
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 January 18, 2001.
MICROCHIP TECHNOLOGY INCORPORATED
By: /s/ Gordon W. Parnell
--------------------------------------
Gordon W. Parnell
Vice President, Chief Financial Officer
4
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.
5
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4.1 TelCom Semiconductor, Inc. 1994 Stock Option Plan and forms of agreements
used thereunder
4.2 TelCom Semiconductor, Inc. 1996 Director Option Plan and forms of
agreements used thereunder
4.3 TelCom Semiconductor, Inc. 1996 Employee Stock Purchase Plan and forms of
agreements used thereunder
4.4 TelCom Semiconductor, Inc. 2000 Nonstatutory Stock Option Plan and forms
of agreements used thereunder
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to legality of
securities being registered
23.1 Consent of KPMG LLP, Independent Auditors
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in Exhibit
5.1)
24.1 Power of Attorney (contained on signature page hereto)