S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans
Published on December 6, 2002
As filed with the Securities and Exchange Commission on December 6, 2002
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 86-0629024
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
2355 WEST CHANDLER BOULEVARD
CHANDLER, ARIZONA 85224
(Address of Principal Executive Offices, Including Zip Code)
MICROCHIP TECHNOLOGY INCORPORATED
SUPPLEMENTAL RETIREMENT PLAN
(Full Title of the 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)
CALCULATION OF REGISTRATION FEE
(1) The Deferred Compensation Obligations are unsecured general obligations of
Microchip Technology Incorporated to pay deferred compensation in the
future in accordance with the terms of the Microchip Technology Inc.
Supplemental Retirement Plan for a select group of eligible employees.
(2) Estimated solely for the purpose of determining the registration fee.
(3) The registration fee is being calculated in accordance with Rule 457(h).
================================================================================
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 Securities and
Exchange Commission (the "SEC"):
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 2002.
(2) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
June 30, 2002 and September 30, 2002.
(3) The Registrant's Current Report on Form 8-K filed July 18, 2002.
(4) The Registrant's Current Report on Form 8-K filed August 26, 2002.
(5) 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.
(6) 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.
All documents subsequently filed by the Registrant or the Microchip
Technology Incorporated Supplemental Retirement Plan 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 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.
DEFERRED COMPENSATION OBLIGATIONS
The securities being registered represent obligations (the "Obligations")
of the Company to pay deferred compensation in the future in accordance with the
terms of the Microchip Technology Incorporated Supplemental Retirement Plan (the
"Plan"), which is filed as Exhibit 4.1.1 to this Registration Statement.
The Obligations are general unsecured obligations of the Company to pay
deferred compensation in the future according to the Plan from the general
assets of the Company, and rank equally with other unsecured and unsubordinated
indebtedness of the Company.
The amount of compensation to be deferred by each participant is determined
in accordance with the Plan based on elections by the participant. The Company
does not make any matching or other contributions under the Plan. Amounts
credited to a participant's account are credited with deemed investment returns
equal to the experience of selected phantom investment alternatives offered
under the Plan and elected by the Participant. Certain hardship withdrawals may
be permitted in accordance with the Plan, but are subject to penalties. The
Obligations are payable upon the participant's termination of employment with
the Company. The Obligations are payable in the form of a lump-sum distribution.
A participant may designate one or more beneficiaries to receive any portion of
Obligations payable in the event of death.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
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 IX of the Registrant's Restated
Certificate of Incorporation, in accordance with Delaware Law, provides that a
director of the corporation shall not be personally liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or that involve intentional misconduct or a knowing violation of
law, (iii) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation Law,
or (iv) for any transaction from which the director derived an improper personal
benefit. 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1.1 Microchip Technology Incorporated Supplemental Retirement Plan.
4.1.2 Amendment Dated 8-29-01 to the Microchip Technology Incorporated
Supplemental Plan
4.1.3 Adoption Agreement to the Microchip Technology Inc. Supplemental
Retirement Plan
4.1.4 Amendment Dated 12/9/99 to Adoption Agreement to the Microchip
Supplemental Retirement Plan
5.1 Opinion of Wilson Sonsini Goodrich and Rosati.
23.1 Consent of Independent Auditors, Ernst & Young LLP.
23.2 Consent of Independent Auditors, KPMG LLP.
23.3 Consent of Wilson Sonsini Goodrich and Rosati.
24.1 Power of Attorney (contained on the signature pages 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;
(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; PROVIDED,
II-2
HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.
(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 SEC 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.
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 December 6, 2002.
MICROCHIP TECHNOLOGY INCORPORATED
By: /s/ Steve Sanghi
------------------------------------
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 in the
capacities and on the dates indicated.
II-4
EXHIBIT INDEX
4.1.1 Microchip Technology Incorporated Supplemental Retirement Plan.
4.1.2 Amendment Dated 8-29-01 to the Microchip Technology Incorporated
Supplemental Plan
4.1.3 Adoption Agreement to the Microchip Technology Inc. Supplemental
Retirement Plan
4.1.4 Amendment Dated 12/9/99 to Adoption Agreement to the Microchip
Supplemental Retirement Plan
5.1 Opinion of Wilson Sonsini Goodrich and Rosati.
23.1 Consent of Independent Auditors, Ernst & Young LLP.
23.2 Consent of Independent Auditors, KPMG LLP.
23.3 Consent of Wilson Sonsini Goodrich and Rosati (contained in Exhibit
5.1).
24.1 Power of Attorney (contained on the signature pages of this
Registration Statement).