S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans
Published on November 16, 2001
As filed with the Securities and Exchange Commission on November 16, 2001
Registration 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
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
(Address of Principal Executive Offices, Including Zip Code)
Microchip Technology Incorporated 2001 Employee Stock Purchase Plan
(Full Title of the Plan)
Steve Sanghi
President and Chief Executive Officer
MICROCHIP TECHNOLOGY INCORPORATED
2355 W. Chandler Boulevard, Chandler, Arizona 85224
(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
begin as soon as reasonably practicable after such effective date.
CALCULATION OF REGISTRATION FEE
1. This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Microchip Technology Inc. 2001
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. 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.
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 reported on the Nasdaq National Market System on
November 12, 2001.
3. As permitted pursuant to the amendments to Rule 457 set forth in Securities
and Exchange Commission Release No. 33-7943 (effective March 7, 2001), the
Registration Fee is payable only on 1,200,000 shares, as up to 100,000
shares have been previously registered on earlier Forms S-8 less than five
years old for the Microchip Technology Inc. Employee Stock Purchase Plan
which will terminate following the purchase which will occur on the last
business day of February 2002. Should any shares remain in the Microchip
Technology Inc. Employee Stock Purchase Plan following such purchase, up to
100,000 shares will be rolled over to the Microchip Technology Inc. 2001
Employee Stock Purchase Plan, as approved by the Board of Directors and
stockholders. Should less than 100,000 shares be rolled over into the
Microchip Technology Inc. 2001 Employee Stock Purchase Plan, the Registrant
will de-register the difference between 100,000 shares and the number of
shares actually rolled over.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Microchip Technology Incorporated (the "Registrant" or the "Company")
hereby incorporates by reference in this registration statement the following
documents previously filed with the Securities and Exchange Commission (the
"Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 2001.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
September 30, 2001 and June 30, 2001.
(c) The Registrant's Current Report on Form 8-K filed May 22, 2001.
(d) The Registrant's Current Report on Form 8-K filed June 7, 2001.
(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 de-registers all securities 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.
As to named experts, Item 5 is inapplicable. Mary K. Simmons, who is
General Counsel and Secretary of the Company, owns shares of Common Stock and
holds options to purchase shares covering significantly less than one percent
(1%) of the outstanding shares of the outstanding Common Stock, $.001 par value
per share, of the Company.
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 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 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.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Microchip Technology Incorporated 2001 Employee Stock Purchase
Plan [Incorporated by Reference to Exhibit 10.1 to Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2001]
5.1 Opinion and Consent of Mary K. Simmons, Esq.
10.1 Form of Enrollment Form for the Microchip Technology Inc. 2001
Employee Stock Purchase Plan
10.2 Form of Change Form for the Microchip Technology Inc. 2001
Employee Stock Purchase Plan
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-4 of this
Registration Statement)
ITEM 9. UNDERTAKINGS.
(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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement; and
(iii) 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 the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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(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 the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the 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
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 November 15, 2001.
MICROCHIP TECHNOLOGY INCORPORATED
By: /s/ Steve Sanghi
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Steve Sanghi
President, Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steve Sanghi and Mary K. Simmons, 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 on the date
indicated in the capacities indicated.
SIGNATURE TITLE DATE
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/s/ Steve Sanghi Chairman of the Board, November 15, 2001
- --------------------------- Presidentand Chief Executive
Steve Sanghi Officer (Principal Executive
Officer)
/s/ Gordon W. Parnell Vice President, Chief Financial November 15, 2001
- --------------------------- Officer (Principal Financial
Gordon W. Parnell and Accounting Officer)
/s/ Matthew W. Chapman Director November 15, 2001
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Matthew W. Chapman
/s/ Albert J. Hugo-Martinez Director November 15, 2001
- ---------------------------
Albert J. Hugo-Martinez
/s/ L.B. Day Director November 15, 2001
- ---------------------------
L.B. Day
/s/ Wade F. Meyercord Director November 15, 2001
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Wade F. Meyercord
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EXHIBIT INDEX
4.1 Microchip Technology Incorporated 2001 Employee Stock Purchase Plan
[Incorporated by Reference to Exhibit 10.1 to Registrant's Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2001]
5.1 Opinion and Consent of Mary K. Simmons, Esq.
10.1 Form of Enrollment Form for the Microchip Technology Inc. 2001 Employee
Stock Purchase Plan
10.2 Form of Change Form for the Microchip Technology Inc. 2001 Employee
Stock Purchase Plan
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-4 of this Registration
Statement)
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