Atmel Corporation Prospectus Supplement 424(b)(3)

-----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, FSQ/9mkyN5cPUaVl8P5zsvfKa4hSgAWUcu6n9ieA623S5y3rzgOTkHxgSri4P2iN qHS6e7/13hwsx3EIUdBN7Q== 0000891618-02-004926.txt : 20021107 0000891618-02-004926.hdr.sgml : 20021107 20021107160548 ACCESSION NUMBER: 0000891618-02-004926 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATMEL CORP CENTRAL INDEX KEY: 0000872448 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770051991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-63996 FILM NUMBER: 02812693 BUSINESS ADDRESS: STREET 1: 2325 ORCHARD PKWY CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084410311 MAIL ADDRESS: STREET 1: 2325 ORCHARD PKWY CITY: SAN JOSE STATE: CA ZIP: 95131 424B3 1 f85684e424b3.htm PROSPECTUS SUPPLEMENT 424(B)(3) Atmel Corporation Prospectus Supplement 424(b)(3)

PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(b)(3)

TO PROSPECTUS DATED JULY 25, 2001 REGISTRATION NO. 333-63996

$511,500,000

ATMEL CORPORATION
ZERO COUPON CONVERTIBLE SUBORDINATED DEBENTURES DUE 2021
AND
SHARES OF COMMON STOCK

This prospectus supplement relates to the resale by the selling securityholders of our Zero Coupon Convertible Subordinated Debentures due 2021 and the shares of our common stock, par value $0.001 per share, issuable upon the conversion of the debentures.

This prospectus supplement should be read in conjunction with the prospectus dated July 25, 2001, and the prospectus supplements dated August 1, 2001, August 23, 2001, December 6, 2001 and March 4, 2002, each of which is to be delivered with this prospectus supplement.

The table below sets forth information as of the date hereof concerning beneficial ownership of the debentures of the selling securityholders therein listed. All information concerning beneficial ownership has been furnished by the selling security holders.

PRINCIPAL

AMOUNT AT NUMBER OF

MATURITY OF SHARES OF PERCENTAGE

DEBENTURES PERCENTAGE COMMON OF COMMON

BENEFICIALLY OF STOCK STOCK

OWNED THAT DEBENTURES THAT MAY OUTSTANDING

NAME MAY BE SOLD OUTSTANDING BE SOLD (1) (2)

White River Securities L.L.C.
2,000,000 * 45,966 *

MFS Total Return Fund
7,900,000 1.54 % 181,566 *


*		Less than 1%.

(1)		Assumes conversion of all of the holder’s debentures at a conversion rate of 22.983 shares of common stock per $1,000 principal amount at maturity. However, this conversion rate will be subject to adjustment as described under “Description of Debentures — Conversion of Debentures by Holders,” beginning on page 19 of the prospectus dated July 25, 2001. As a result, the amount of common stock issuable upon conversion of the debentures may increase or decrease in the future. Under the terms of the indenture, cash will be paid in lieu of issuing fractional shares, if any, upon conversion of the debentures.

(2)		Calculated based on Rule 13d-3(d)(1)(i) of the Exchange Act using 463,708,515 shares of common stock outstanding as of March 31, 2001. In calculating this amount, we treated as outstanding the number of shares of common stock issuable upon conversion of all of that particular holder’s debentures. However, we did not assume the conversion of any other holder’s debentures.

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE “RISK FACTORS” BEGINNING ON PAGE 5 OF THE PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus Supplement is November 7, 2002.

-----END PRIVACY-ENHANCED MESSAGE-----


PROSPECTUS SUPPLEMENT		FILED PURSUANT TO RULE 424(b)(3)
TO PROSPECTUS DATED JULY 25, 2001		REGISTRATION NO. 333-63996