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

As filed with the Securities and Exchange Commission on November 13, 1998.

Registration Statement 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

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MICROCHIP TECHNOLOGY INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)

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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)

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MICROCHIP TECHNOLOGY INCORPORATED

1997 Nonstatutory Stock Option Plan
(Full Title of the Plan)

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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)

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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
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Common Stock, $.001
par value Per share: 2,000,000 (1) $30.4688 (2) $60,937,600 (2) $16,940.65
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1. This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1997 Nonstatutory Stock Option
Plan by reason of any stock dividend, stock split, recapitalization or any
other similar transaction without receipt of consideration which results in
any 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 100% of the average of
the high and low prices reported on the Nasdaq National Market on November
9, 1998.
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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, 1998.

(b) The Registrant's Quarterly Report on Form 10-Q for the quarters ended
September 30, 1998 and June 30, 1998.

(c) 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.

(d) 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 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.

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
Corporate Counsel and Assistant Secretary of the Company, owns shares and is a
holder of options to purchase shares constituting 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. The Registrant has entered into
indemnification agreements with its directors and certain of its 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.

II-1
ITEM 8. EXHIBITS.

4.1 1997 Nonstatutory Stock Option Plan [Incorporated by reference to
Exhibit 10.16 to Registrant's Annual Report on Form 10-K for the
fiscal year ended March 31, 1998].

5.1 Opinion and Consent of Mary K. Simmons, Esq.

10.1. Form of Notice of Grant For 1997 Nonstatutory Stock Option Plan,
with Exhibit A thereto, Form of Stock Option Agreement
[Incorporated by reference to Exhibit 10.17 to Registrant's Annual
Report on Form 10-K for the fiscal year ended March 31, 1998].

23.1 Consent of KPMG Peat Marwick LLP.

23.2 Consent of Counsel (contained in Exhibit 5.1).

24.1 Power of Attorney (Reference is made to Page II-3 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 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; and
(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 into this 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 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.

II-2
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 November 13, 1998.

MICROCHIP TECHNOLOGY INCORPORATED


By: /s/ Steve Sanghi
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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 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.