8-A12G/A: Form for registration of a class of securities pursuant to Section 12(g)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-A/A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934


MICROCHIP TECHNOLOGY INCORPORATED
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(Exact name of Registrant as specified in its charter)


DELAWARE 86-0629024
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(State of incorporation or organization) (IRS Employer Identification No.)


2355 WEST CHANDLER BOULEVARD
CHANDLER, AZ 85224-6199
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(Address of principal executive offices) (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None Not applicable


If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]

If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]

Securities Act registration statement file number to which this form
relates: N/A

Securities to be registered pursuant to Section 12(g) of the Act:

Preferred Share Purchase Rights
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(Title of Class)
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.

On February 13, 1995, Microchip Technology Incorporated (the "COMPANY")
filed a Registration Statement on Form 8-A with the Securities Exchange
Commission (the "COMMISSION") in order to register preferred share purchase
rights issuable in accordance with the terms of the Preferred Shares Rights
Agreement (the "PRIOR RIGHTS AGREEMENT") between the Company and Bank One,
Arizona, N.A., as rights agent.

On October 11, 1999, the Company and Norwest Bank Minnesota, N.A., as
successor rights agent, entered into the Amended and Restated Preferred Shares
Rights Agreement (the "AMENDED RIGHTS AGREEMENT"), which supersedes the Prior
Rights Agreement as originally executed. The following summarizes the principal
terms of the Amended Rights Agreement. This summary is a general description
only and is qualified in its entirety by reference to the Amended Rights
Agreement.

RIGHTS EVIDENCED BY COMMON SHARE CERTIFICATES

The Rights will not be exercisable until the Distribution Date (defined
below). Certificates for the Rights ("RIGHTS CERTIFICATES") will not be sent to
stockholders and the Rights will attach to and trade only together with the
Common Shares. Accordingly, Common Share certificates outstanding on the Record
Date will evidence the Rights related thereto, and Common Share certificates
issued after the Record Date will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender or transfer of any certificates for
Common Shares, outstanding as of the Record Date, even without notation or a
copy of the Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate.

DISTRIBUTION DATE

The Rights will separate from the Common Shares, Rights Certificates will
be issued and the Rights will become exercisable upon the earlier of: (i) 10
days following a public announcement that a person or group of affiliated or
associated persons (an "ACQUIRING PERSON") has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more of the outstanding Common
Shares, or (ii) 10 days (or such later date as may be determined by action of
the Company's Board of Directors) following the commencement of, or announcement
of an intention to make, a tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a person or group of 15% or
more of the outstanding Common Shares. The earlier of such dates is referred to
as the "DISTRIBUTION DATE."

ISSUANCE OF RIGHTS CERTIFICATES; EXPIRATION OF RIGHTS

As soon as practicable following the Distribution Date, separate Rights
Certificates will be mailed to holders of record of the Common Shares as of the
close of business on the Distribution Date and such separate Rights Certificates
alone will evidence the Rights from and after the Distribution Date. All Common
Shares issued prior to the Distribution Date will be issued with Rights. Common
Shares issued after the Distribution Date may be issued with Rights if such
shares
are issued (i) upon the conversion of outstanding convertible debentures or any
other convertible securities issued after adoption of the Rights Agreement or
(ii) pursuant to the exercise of stock options or under employee benefit plans
or arrangements unless such issuance would result in (or create a risk that)
such options, plans or arrangements would not qualify for otherwise available
special tax treatment. Except as otherwise determined by the Board of Directors,
no other Common Shares issued after the Distribution Date will be issued with
Rights. The Rights will expire on the earliest of (i) October 11, 2009 (THE
"FINAL EXPIRATION DATE"), (ii) redemption or exchange of the Rights as described
below, or (iii) consummation of an acquisition of the Company satisfying certain
conditions by a person who acquired shares pursuant to a Permitted Offer as
described below.

INITIAL EXERCISE OF THE RIGHTS

Following the Distribution Date, and until the Close of Business on the
Expiration Date or one of the further events described below, holders of the
Rights will be entitled to receive, upon exercise and the payment of $250.00 per
Right, one one-hundredth of a share of the Series A Preferred. In the event that
the Company does not have sufficient Series A Preferred available for all Rights
to be exercised, or the Board decides that such action is necessary and not
contrary to the interests of Rights holders, the Company may instead substitute
cash, assets or other securities for the Series A Preferred for which the Rights
would have been exercisable under this provision or as described below.

RIGHT TO BUY COMPANY COMMON SHARES

Unless the Rights are earlier redeemed, in the event that an Acquiring
Person becomes the beneficial owner of 15% or more of the Company's Common
Shares then outstanding, then each holder of a Right which has not theretofore
been exercised (other than Rights beneficially owned by the Acquiring Person,
which will thereafter be void) will thereafter have the right to receive, upon
exercise, Common Shares having a value equal to two times the Purchase Price.
Rights are not exercisable following the occurrence of an event as described
above until such time as the Rights are no longer redeemable by the Company as
set forth below.

RIGHT TO BUY ACQUIRING COMPANY STOCK

Similarly, unless the Rights are earlier redeemed, in the event that, after
an Acquiring Person becomes the beneficial owner of 15% of more of the Company's
Common Shares then outstanding, (i) the Company is acquired in a merger or other
business combination transaction, or (ii) 50% or more of the Company's
consolidated assets or earning power are sold (other than in transactions in the
ordinary course of business), proper provision must be made so that each holder
of a Right which has not theretofore been exercised (other than Rights
beneficially owned by the Acquiring Person, which will thereafter be void) will
thereafter have the right to receive, upon exercise, shares of common stock of
the acquiring company having a value equal to two times the Purchase Price.

EXCHANGE PROVISION

At any time after the acquisition by an Acquiring Person of 15% or more of
the Company's outstanding Common Shares and prior to the acquisition by such
Acquiring Person of 50% or more

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of the Company's outstanding Common Shares, the Board of Directors of the
Company may exchange the Rights (other than Rights owned by the Acquiring
Person), in whole or in part, at an exchange ratio of one Common Share per
Right.

REDEMPTION

At any time on or prior to the close of business on the earlier of (i) the
Distribution Date, or (ii) the Close of Business on the Final Expiration Date,
the Company may redeem the Rights in whole, but not in part, at a price of
$0.001 per Right.

ADJUSTMENTS TO PREVENT DILUTION

The Exercise Price payable, the number of Rights, and the number of Series
A Preferred or Common Shares or other securities or property issuable upon
exercise of the Rights are subject to adjustment from time to time in connection
with the dilutive issuances by the Company as set forth in the Rights Agreement.
With certain exceptions, no adjustment in the Purchase Price will be required
until cumulative adjustments require an adjustment of at least 1% in such
Purchase Price.

CASH PAID INSTEAD OF ISSUING FRACTIONAL SHARES

No fractional portion less than integral multiples of one Common Share will
be issued upon exercise of a Right and in lieu thereof, an adjustment in cash
will be made based on the market price of the Common Shares on the last trading
date prior to the date of exercise.

NO STOCKHOLDERS' RIGHTS PRIOR TO EXERCISE

Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company (other than any rights resulting from
such holder's ownership of Common Shares), including, without limitation, the
right to vote or to receive dividends.

AMENDMENT OF RIGHTS AGREEMENT

The terms of the Rights and the Rights Agreement may be amended in any
respect without the consent of the Rights holders on or prior to the
Distribution Date; thereafter, the terms of the Rights and the Rights Agreement
may be amended without the consent of the Rights holders in order to cure any
ambiguities or to make changes which do not adversely affect the interests of
Rights holders (other than the Acquiring Person).

RIGHTS AND PREFERENCES OF THE SERIES A PREFERRED

Each one one-hundredth of a share of Series A Preferred has rights and
preferences substantially equivalent to those of one Common Share.

CERTAIN ANTI-TAKEOVER EFFECTS

The Rights approved by the Board are designed to protect and maximize the
value of the outstanding equity interests in the Company in the event of an
unsolicited attempt by an acquiror to

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take over the Company, in a manner or on terms not approved by the Board of
Directors. Takeover attempts frequently include coercive tactics to deprive the
Company's Board of Directors and its stockholders of any real opportunity to
determine the destiny of the Company. The Rights have been declared by the Board
in order to deter such tactics, including a gradual accumulation of shares in
the open market of a 15% or greater position to be followed by a merger or a
partial or two-tier tender offer that does not treat all stockholders equally.
These tactics unfairly pressure stockholders, squeeze them out of their
investment without giving them any real choice and deprive them of the full
value of their shares.

The Rights are not intended to prevent a takeover of the Company and will
not do so. Subject to the restrictions described above, the Rights may be
redeemed by the Company at $0.001 per Right at any time prior to the
Distribution Date. Accordingly, the Rights should not interfere with any merger
or business combination approved by the Board of Directors.

Issuance of the Rights does not in any way weaken the financial strength of
the Company or interfere with its business plans. The issuance of the Rights
themselves has no dilutive effect, will not affect reported earnings per share,
should not be taxable to the Company or to its stockholders, and will not change
the way in which the Company's shares are presently traded. The Company's Board
of Directors believes that the Rights represent a sound and reasonable means of
addressing the complex issues of corporate policy created by corporate
takeovers.

However, the Rights may have the effect of rendering more difficult or
discouraging an acquisition of the Company deemed undesirable by the Board of
Directors. The Rights may cause substantial dilution to a person or group that
attempts to acquire the Company on terms or in a manner not approved by the
Company's Board of Directors, except pursuant to an offer conditioned upon the
negation, purchase or redemption of the Rights.

ITEM 2. EXHIBITS.

1.* Amended and Restated Preferred Shares Rights Agreement, dated as of
October 11, 1999 between Microchip Technology Incorporated and Norwest
Bank Minnesota, N.A., including the Amended Certificate of
Designations, the form of Rights Certificate and the Stockholder
Rights Plan attached thereto as Exhibits A, B and C, respectively.

* Incorporated by reference to the Current Report on Form 8-K filed by the
Company on or about October 11, 1999

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.


MICROCHIP TECHNOLOGY INCORPORATED

Date: October 11, 1999

By: /s/ C. Philip Chapman
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C. Philip Chapman
Vice President, Chief Financial
Officer and Secretary