-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TfnrS8ay6OaoL7OFtLgxqrwAaeW2IiJw6JZCUSiiartcFaScDVom7VeiVmdqbiXI 0vU/X/QMTeW6FKg4ltzHyQ== 0000950147-00-500214.txt : 20001207 0000950147-00-500214.hdr.sgml : 20001207 ACCESSION NUMBER: 0000950147-00-500214 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001206 EFFECTIVENESS DATE: 20001206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROCHIP TECHNOLOGY INC CENTRAL INDEX KEY: 0000827054 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 860629024 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-51322 FILM NUMBER: 784081 BUSINESS ADDRESS: STREET 1: 2355 W CHANDLER BLVD CITY: CHANDLER STATE: AZ ZIP: 85224-6199 BUSINESS PHONE: 4807867200 MAIL ADDRESS: STREET 1: 2355 WEST CHANDLER BLVD CITY: CHANDLER STATE: AZ ZIP: 85224-6199 S-8 1 e-5841.txt FORM S-8 OF MICROCHIP TECHNOLOGY INCORPORATED As filed with the Securities and Exchange Commission on December 6, 2000 Registration Statement 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 85224-6199 (Address of Principal Executive Offices, Including Zip Code) ---------- MICROCHIP TECHNOLOGY INCORPORATED Employee Stock Purchase Plan 1997 Nonstatutory Stock Option Plan (Full Titles of the Plans) Steve Sanghi President and Chief Executive Officer MICROCHIP TECHNOLOGY INCORPORATED 2355 W. Chandler Boulevard, Chandler, Arizona 85224-6199 (480) 792-7200 (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 may begin as soon as reasonably practicable after such effective date. CALCULATION OF REGISTRATION FEE
=================================================================================================================== Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Aggregate Amount of to be Registered Registered Per Share Offering Price Registration Fee - ------------------------------------------------------------------------------------------------------------------- Common Stock, $.001 par value Per share: Employee Stock Purchase Plan 300,000 (1)(2) $18.33 (3) $ 5,499,000 (3) $ 1,452.00 (3) 1997 Nonstatutory Stock Option Plan 8,250,000 (1)(2) 21.5625 (3) 177,890,625 (3) $46,963.00 (3) Total 8,550,000 (1) 183,389,625 (3) $48,415.00 (3) ===================================================================================================================
1. These numbers have been adjusted for a 3-for-2 stock split in the form of a stock dividend effected September 26, 2000. 2. This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Employee Stock Purchase Plan and 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. 3. 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 30, 2000 (the "Market Price") as to 8,250,000 shares and 85% of the Market Price as to 300,000 shares. ================================================================================ 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 (No. 33-59686) filed with the Securities and Exchange Commission ("SEC") on March 17, 1993, the contents of the Registration Statement on Form S-8 (No. 33-80072) filed with the SEC on June 10, 1994, the contents of the 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, the contents of Registration Statement on Form S-8 (No. 333-872) filed with the SEC on January 23, 1996, the contents of Registration Statement on Form S-8 (No. 333-40791) filed with the SEC on November 21, 1997, the contents of Registration Statement on Form S-8 (No. 333-67215) filed with the SEC on November 13, 1998, and the contents of Registration Statement on Form S-8 (No. 333-93571) filed with the SEC on December 23, 1999. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The Registrant hereby incorporates by reference in this registration statement the following documents previously filed with the SEC: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2000. (b) The Registrant's Quarterly Report on Form 10-Q for the quarters ended September 30, 2000 and June 30, 2000. (c) The Registrant's Current Report on Form 8-K filed July 26, 2000. (d) The Registrant's Current Report on Form 8-K filed October 30, 2000. (e) 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. (f) The description of the Registrant's Common Stock contained 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 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 8. EXHIBITS. 4.1 Restated Employee Stock Purchase Plan, as amended through August 18, 2000 [Incorporated by reference to Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2000] 4.2 1997 Nonstatutory Stock Option Plan, as amended through August 18, 2000 [Incorporated by reference to Exhibit 10.3 to Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2000] 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] II-1 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] 23.1 Consent of KPMG 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) 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 December 6, 2000. 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 Gordon W. Parnell 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.
SIGNATURE TITLE DATE - --------- ----- ---- /s/ Steve Sanghi Chairman of the Board of Directors, December 6, 2000 - ------------------------------ President and Chief Executive Officer Steve Sanghi (Principal Executive Officer) /s/ Gordon W. Parnell Vice President, Chief Financial Officer December 6, 2000 - ------------------------------ (Principal Accounting and Financial Gordon W. Parnell Officer) /s/ Albert J. Hugo-Martinez Director December 6, 2000 - ------------------------------ Albert J. Hugo-Martinez /s/ L.B. Day Director December 6, 2000 - ------------------------------ L.B. Day /s/ Matthew W. Chapman Director December 6, 2000 - ------------------------------ Matthew W. Chapman /s/ Wade F. Meyercord Director December 6, 2000 - ------------------------------ Wade F. Meyercord
II-3 EXHIBIT INDEX EXHIBIT NO. EXHIBIT - ----------- ------- 4.1 Restated Employee Stock Purchase Plan, as Amended through August 18, 2000 [Incorporated by reference to Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2000] 4.2 1997 Nonstatutory Stock Option Plan, as amended through August 18, 2000 [Incorporated by reference to Exhibit 10.3 to Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2000] 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] 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] 23.1 Consent of KPMG 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) EX-5.1 2 ex_5-1.txt OPINION & CONSENT OF MARY K. SIMMONS, ESQ. Exhibit 5.1 December 6, 2000 Microchip Technology Incorporated 2355 West Chandler Boulevard Chandler, Arizona 85224 RE: Registration Statement on Form S-8 For Issuance of Common Stock Under the Microchip Technology Incorporated Employee Stock Purchase Plan (the "Purchase Plan") and the Microchip Technology Incorporated 1997 Nonstatutory Stock Option Plan (the "Stock Option Plan") Gentlemen: I refer you to your registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of (i) 300,000 shares of Common Stock under the Purchase Plan, and (ii) 8,250,000 shares of Common Stock under the Stock Option Plan. I advise you that, in my opinion, when such shares have been issued and sold pursuant to the applicable provisions of the Purchase Plan and the Stock Option Plan, and in accordance with the Registration Statement, such shares will be validly issued, fully-paid and non-assessable shares of the Company's Common Stock, par value $.001 per share. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely yours, /s/ Mary K. Simmons Mary K. Simmons, Esq. Vice President, General Counsel and Secretary Microchip Technology Incorporated EX-23.1 3 ex_23-1.txt CONSENT OF KPMG LLP Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Microchip Technology Incorporated: We consent to incorporation by reference herein of our report dated April 19, 2000, relating to the consolidated balance sheets of Microchip Technology Incorporated and subsidiaries as of March 31, 2000 and 1999, and the related statements of income, stockholders' equity, and cash flows for each of the years in the three-year period ended March 31, 2000, which report appears in the March 31, 2000 annual report on Form 10-K of Microchip Technology Incorporated. /s/ KPMG LLP Phoenix, Arizona December 4, 2000 -----END PRIVACY-ENHANCED MESSAGE-----