-----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, WJLGepXTbvp2yx13ivsKsi5rPZ63g+ijUKWye2vYL7EYOlVVVxGo1TvtfLWIqohm rHuWeDDyEpGMZUrZsuF/5Q== 0000891618-99-004402.txt : 20000211 0000891618-99-004402.hdr.sgml : 20000211 ACCESSION NUMBER: 0000891618-99-004402 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990930 EFFECTIVENESS DATE: 19990930 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: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-88203 FILM NUMBER: 99721170 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 S-8 1 FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER __, 1999 REGISTRATION NO. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ATMEL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 77-0051991 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER) 2325 ORCHARD PARKWAY SAN JOSE, CALIFORNIA 95131 (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) 1996 STOCK PLAN (FULL TITLE OF THE PLAN) MIKE ROSS VICE PRESIDENT AND GENERAL COUNSEL ATMEL CORPORATION 2325 ORCHARD PARKWAY SAN JOSE, CALIFORNIA 95131 (408) 441-0311 (NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) Copies to: MARK A. BERTELSEN WILSON SONSINI GOODRICH AND ROSATI PROFESSIONAL CORPORATION 650 PAGE MILL ROAD PALO ALTO, CA 94304-1050 (650) 493-9300 CALCULATION OF REGISTRATION FEE
============================================================================================================= AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE REGISTRATION BE REGISTERED REGISTERED PER SHARE(2) OFFERING PRICE FEE - ------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.001 per share: Newly reserved under the 1996 Stock Plan.................... 5,000,000 $35.1875 $175,937,500 $48,911 - ------------------------------------------------------------------------------------------------------------- Total: .......................... 5,000,000 $35.1875 $175,937,500 $48,911 =============================================================================================================
(1) Pursuant to Rule 416(a), this Registration Statement shall also cover any additional shares of the Registrant's Common Stock that becomes issuable under the Plan by reason of any stock splits, stock dividends or similar transactions related to the registered securities. (2) Estimated pursuant to Rule 457(h) and Rule 457(c) solely for the purpose of calculating the registration fee based on of the average between the high and low prices for the Common Stock as reported on the Nasdaq National Market on September 24, 1999. 2 ATMEL CORPORATION REGISTRATION STATEMENT ON FORM S-8 PART I INFORMATION REQUIRED IN THE PROSPECTUS ITEM 1. PLAN INFORMATION. Omitted pursuant to the instructions and provisions of Form S-8. ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. Omitted pursuant to the instructions and provisions of Form S-8. PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents and information previously filed with the Securities and Exchange Commission (the "Commission") by Atmel Corporation (the "Registrant") are hereby incorporated by reference in this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 filed with the Commission on March 23, 1999 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as amended by the Registrant's Annual Report on Form 10-K/A filed with the Commission on March 30, 1999 and as amended by the Registrant's Annual Report on Form 10K/A filed with the Commission on July 21, 1999. (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 1999 and June 30, 1999 as filed with the Commission on May 14, 1999 and August 13, 1999, respectively, under the Exchange Act. (c) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A as filed with the Commission on February 20, 1991 pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating any such description. In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 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 registered 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. 3 ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 317 of the California Corporations Code authorizes a court to award, or a corporation's Board of Directors to grant, indemnity 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 IV of the Registrant's Restated Articles of Incorporation and Article VI of the Registrant's Bylaws provide for indemnification of its directors, officers, employees and other agents to the maximum extent permitted by the California Corporations Code. In addition, the Registrant has entered into Indemnification Agreements with its officers and directors which, among other things, (i) require the indemnification of such individuals in circumstances where indemnification would otherwise be permissive, (ii) require the Registrant to maintain in effect directors' and officers' liability insurance covering such individuals, unless such insurance is not available on reasonable terms, (iii) require the Registrant to advance expenses incurred by such individuals in connection with the investigation, defense, settlement or appeal of any proceeding, provided that such individuals undertake to repay any amounts for which such individual is ultimately determined not to be entitled to indemnification, (iv) establish the presumption that the indemnified party has met the applicable standard of conduct required for indemnification, and (v) set forth certain notice procedures in the event of a threat or the commencement of a proceeding. The Registrant has obtained insurance on behalf of its officers and directors against losses arising from any claim asserted against or incurred by such individuals in any such capacity, subject to certain exclusions. The Registrant understands that the staff of the Securities and Exchange Commission is of the opinion that statutory, charter and contractual provisions as are described above have no effect on claims arising under the federal securities laws. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. -2- 4 ITEM 8. EXHIBITS.
Exhibit Number Description ------- -------------------------------------------------------- 5.1 Opinion of counsel as to the legality of the securities being registered. 23.1 Consent of Independent Accountants. 23.2 Consent of counsel (contained in Exhibit 5.1). 24.1 Power of Attorney (see page II-5).
ITEM 9. UNDERTAKINGS. 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. (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. (4) 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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the 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. (5) 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 Securities and Exchange 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. -3- 5 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 San Jose, State of California, on this 30th day of September 1999. ATMEL CORPORATION By: /s/ Donald Colvin -------------------------------------- Donald Colvin Vice President, Finance and Chief Financial Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints George Perlegos, Donald Colvin and J. Michael Ross, and each of them acting individually, as his or her attorney-in-fact, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or any substitute, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on this 30th day of September 1999 by the following persons in the capacities indicated:
SIGNATURE TITLE --------- ----- /s/ George Perlegos President, Chief Executive Officer and Chairman of the Board - ----------------------------- of Directors (principal executive officer) George Perlegos /s/ Donald Colvin Vice President, Finance and Chief Financial Officer - ----------------------------- (principal financial and accounting officer) Donald Colvin /s/ Gust Perlegos Director - ----------------------------- Gust Perlegos Director - ----------------------------- Tsung-Ching Wu /s/ Norm Hall Director - ----------------------------- Norm Hall /s/ T. Peter Thomas Director - ----------------------------- T. Peter Thomas
-4- 6 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 EXHIBITS REGISTRATION STATEMENT ON FORM S-8 ATMEL CORPORATION September 30, 1999 7 ATMEL CORPORATION REGISTRATION STATEMENT ON FORM S-8 INDEX TO EXHIBITS
Exhibit Number Description ------- -------------------------------------------------------- 5.1 Opinion of counsel as to the legality of the securities being registered. 23.1 Consent of Independent Accountants. 23.2 Consent of counsel (contained in Exhibit 5.1). 24.1 Power of Attorney (see page II-5).
EX-5.1 2 OPINION OF COUNSEL/ LEGALITY OF THE SECURITIES 1 EXHIBIT 5.1 September 30, 1999 Atmel Corporation 2325 Orchard Parkway San Jose, California 95131 RE: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by Atmel Corporation (the "Company") with the Securities and Exchange Commission on or about September 30, 1999 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of 5,000,000 shares of the Company's Common Stock reserved for issuance under the Company's 1996 Stock Plan (the "Shares"). As your legal counsel, we have examined the actions taken and proposed to be taken by the Company in connection with the issuance and sale of the Shares under the 1996 Stock Plan (the "Plan"). It is our opinion that, upon completion of the actions being taken, or contemplated by us as your legal counsel to be taken, by the Company prior to the issuance of the Shares pursuant to the Registration Statement and the Plan, and upon completion of the actions being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required, the Shares will be legally and validly issued, fully-paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ Wilson Sonsini Goodrich & Rosati EX-23.1 3 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 21, 1999 relating to the financial statements, which appears in Atmel Corporation's Annual Report on Form 10-K/A for the year ended December 31, 1998. We also consent to the incorporation by reference of our report dated January 21, 1999, relating to the financial statement schedule which appears in such Annual Report on Form 10-K/A. /s/ PricewaterhouseCoopers LLP San Jose, California September 30, 1999 -----END PRIVACY-ENHANCED MESSAGE-----