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Form: S-8

Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

November 21, 1997

Documents

S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

Published on November 21, 1997


As filed with the Securities and Exchange Commission on November 21, 1997
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 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
1993 Stock Option Plan
Employee Stock Purchase Plan
International Employee
Stock Purchase Plan
(Full Titles of the Plans)
---------------------------------
Steve Sanghi
President and Chief Executive Officer
MICROCHIP TECHNOLOGY INCORPORATED
2355 W. Chandler Boulevard, Chandler, Arizona 85224
(602)786-7200
(Telephone Number, Including Area Code, of Agent for Service)
----------------------------------
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



========================================================================================================================
Proposed
Proposed Maximum Maximum
Amount to be Offering Price Per Aggregate Amount of
Title of Securities to be Registered Registered Share Offering Price Registration Fee

Common Stock, $.001 par value
per share:

1993 Stock Option Plan 2,000,000(1) $36.0625(2) $72,125,000(2) $21,853.88

Employee Stock Purchase Plan 300,000(1) $30.6531(2) $ 9,195,930(2) $ 2,786.37

International Employee Stock
Purchase Plan 10,000(1) $36.0625(2) $ 360,625(2) $ 109.27
Total 2,310,000(1) $81,681,555(2) $24,749.52
========================================================================================================================

1. This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1993 Stock Option Plan and
the Employee Stock Purchase Plan and the 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 reported on the Nasdaq National
Market System on November 20, 1997 (the "Market Price") as to 2,010,000
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") 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 (the "SEC")
on March 17, 1993, the contents of Registration Statement on Form S-8 (No.
33-80072) filed with the SEC on June 10, 1994, the contents of 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, and the contents of Registration Statement on Form S-8
(No. 333-872) filed with the SEC on January 23, 1996.

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 the Registrant with the SEC:

(1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended March 31, 1997.

(2) The Registrant's Quarterly Report on Form 10-Q for the
quarters ended September 30, 1997 and June 30, 1997.

(3) 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.

(4) The description of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form 8-A filed on February 5,
1993.

All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act on or after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.

Item 8. Exhibits
--------


Exhibit No. Exhibit
- ----------- -------


5 Opinion and Consent of Mary Simmons-Mothershed, Esq.
10 International Employee Stock Purchase Plan as Amended Through April 25, 1997
10.1 Microchip Technology Incorporated Employee Stock Purchase Plan, as amended through April 25, 1997
[Incorporated by Reference to Exhibit 10.13 to Registrant's Annual Report in Form 10-K for the Fiscal
Year Ended March 31, 1997]
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]
10.5 Microchip Technology Incorporated 1993 Stock Option Plan, as amended through April 25, 1997
[Incorporated by Reference to Exhibit 10.11 to Registrant's Annual Report in Form 10-K for
the Fiscal Year Ended March 31, 1997]
10.6 Form of Notice of Grant for 1993 Stock Option Agreement for 1993 Stock Option Plan, with Exhibit A
thereto, Form of Stock Option Agreement; and Exhibit B thereto, Form of Stock Purchase Agreement
[Incorporated by Reference to Exhibit 10.6 to Registration Statement No. 333-872]
23.1 Consent of Independent Auditors - KPMG Peat Marwick LLP
23.2 Consent of Mary Simmons-Mothershed, Esq. is contained in Exhibit 5
24 Power of Attorney. Reference is made to page II-2 of this Registration Statement

II-1
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 November 20, 1997.

MICROCHIP TECHNOLOGY INCORPORATED



By /s/ Steve Sanghi
-------------------------------------
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 Steve
Sanghi and Mary Simmons-Mothershed, 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 Securities and
Exchange 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 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 thereof. This Power of Attorney may be
signed in several counter parts.

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, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.


Signature Title Date
- --------- ----- ----

/s/ Steve Sanghi Chairman of the Board of Directors, November 20, 1997
- --------------------- President and Chief Executive Officer
Steve Sanghi (Principal Executive Officer)


II-2


/s/ C. Philip Chapman Vice President, Chief Financial Officer and November 20, 1997
- ---------------------------- Secretary (Principal Accounting and
C. Philip Chapman Financial Officer)


/s/ Albert J. Hugo-Martinez Director November 20, 1997
- ----------------------------
Albert J. Hugo-Martinez

/s/ Jon H. Beedle Director November 20, 1997
- ----------------------------
Jon H. Beedle

/s/ L.B. Day Director November 20, 1997
- ----------------------------
L.B. Day

/s/ Matthew W. Chapman Director November 20, 1997
- ----------------------------
Matthew W. Chapman

II-3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
EXHIBITS
TO
FORM S-8
UNDER SECURITIES ACT OF 1933
MICROCHIP TECHNOLOGY INCORPORATED
EXHIBIT INDEX
-------------


Exhibit
Number Exhibit
- ------ -------


5 Opinion and Consent of Mary Simmons-Mothershed, Esq.
10 International Employee Stock Purchase Plan as Amended Through April 25, 1997
10.1 Microchip Technology Incorporated Employee Stock Purchase Plan,
as amended through April 25, 1997 [Incorporated by Reference to Exhibit 10.13 to
Registrant's Annual Report in Form 10-K for the Fiscal Year Ended March 31, 1997]
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 10.3 to Registration Statement No. 333-872]
10.4 Form of Change Form for Employee Stock Purchase Plan [Incorporated by Reference to
10.4 to Registration Statement No. 333-872]
10.5 Microchip Technology Incorporated 1993 Stock Option Plan, as
amended through April 25, 1997 [Incorporated by Reference to Exhibit 10.11 to
Registrant's Annual Report in Form 10-K for the Fiscal Year Ended March 31, 1997]
10.6 Form of Notice of Grant with Stock Option Agreement for 1993 Stock Option Plan, with
Exhibit A thereto, Form of Stock Option Agreement; and Exhibit B thereto,
Form of Stock Purchase Agreement [Incorporated by Reference to Exhibit 10.6 to
Registration Statement No. 333-872]
23.1 Consent of Independent Auditors - KPMG Peat Marwick LLP
23.2 Consent of Mary Simmons-Mothershed, Esq. is contained in Exhibit 5
24 Power of Attorney. Reference is made to page II-2 of this Registration
Statement