S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans
Published on March 12, 2003
As filed with the Securities and Exchange Commission on March 12, 2003
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 86-0629024
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
2355 WEST CHANDLER BOULEVARD
CHANDLER, ARIZONA 85224
(Address of Principal Executive Offices, Including Zip Code)
MICROCHIP TECHNOLOGY INCORPORATED
INTERNATIONAL EMPLOYEE STOCK PURCHASE 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) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Microchip Technology
Incorporated International 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.
(2) 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 per share of Common Stock as reported by the Nasdaq
National Market on March 11, 2003.
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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 (333-40791) filed with the Securities and Exchange Commission
("SEC") on November 21, 1997 and the contents of the Registration Statement on
Form S-8 (33-80072) filed with the SEC on June 10, 1994.
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 Registrant with 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, September 30, 2002 and December 31, 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 Registrant's Current Report on Form 8-K filed February 26, 2003.
(6) 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.
(7) 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 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 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 8. EXHIBITS.
4.1 Microchip Technology Incorporated International Employee Stock
Purchase Plan, as amended through March 3, 2003.
5.1 Opinion and Consent of Mary K. Simmons, Esq.
10.1 Form of Enrollment Form for Microchip Technology Incorporated
International Employee Stock Purchase Plan.
10.2 Form of Change Form for Microchip Technology Incorporated
International Employee Stock Purchase Plan.
23.1 Consent of Independent Auditors, Ernst & Young LLP.
II-1
23.2 Consent of Independent Auditors, KPMG LLP.
23.3 Consent of Mary K. Simmons, Esq. (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, 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 March 12, 2003.
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 in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Steve Sanghi Chairman of the Board, March 12, 2003
- ---------------------------- President and Chief Executive
Steve Sanghi Officer (Principal Executive
Officer)
/s/ Gordon W. Parnell Vice President, Chief Financial March 12, 2003
- ---------------------------- Officer (Principal Financial
Gordon W. Parnell and Accounting
Officer)
/s/ Matthew W. Chapman Director March 12, 2003
- ----------------------------
Matthew W. Chapman
/s/ Albert J. Hugo-Martinez Director March 12, 2003
- ----------------------------
Albert J. Hugo-Martinez
/s/ L.B. Day Director March 12, 2003
- ----------------------------
L.B. Day
/s/ Wade F. Meyercord Director March 12, 2003
- ----------------------------
Wade F. Meyercord
II-3
EXHIBIT INDEX
4.1 Microchip Technology Incorporated International Employee Stock
Purchase Plan, as amended through March 3, 2003.
5.1 Opinion and Consent of Mary K. Simmons, Esq.
10.1 Form of Enrollment Form for Microchip Technology Incorporated
International Employee Stock Purchase Plan.
10.2 Form of Change Form for Microchip Technology Incorporated
International Employee Stock Purchase Plan.
23.1 Consent of Independent Auditors, Ernst & Young LLP.
23.2 Consent of Independent Auditors, KPMG LLP.
23.3 Consent of Mary K. Simmons, Esq. (contained in Exhibit 5.1).
24.1 Power of Attorney (reference is made to page II-3 of this Registration
Statement).