-----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, M/bxdwtWGJkLtxElVQtyInL+2BWzwgkbuU51+2NQbEad3wYmMUK+K/U64GpT/3sU i1bXG2gYDREla2rYOUWfng== 0000891618-99-005708.txt : 19991217 0000891618-99-005708.hdr.sgml : 19991217 ACCESSION NUMBER: 0000891618-99-005708 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991216 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: POS AM SEC ACT: SEC FILE NUMBER: 333-33757 FILM NUMBER: 99775963 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 POS AM 1 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16, 1999 REGISTRATIONS NOS. 333-59261 AND 333-33757 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ATMEL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 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) 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 - ------------------------------------------------------------------------------------------------------------- *See below *N/A *N/A *N/A *N/A - -------------------------------------------------------------------------------------------------------------
* As no additional securities are to be registered, and registration fees were paid upon filing of the original Registration Statement Nos. 333-59261 and 333-33757, no further registration fee is required. 2 ATMEL CORPORATION POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENTS ON FORM S-3 EXPLANATORY NOTE This Post-Effective Amendment No. 1 (the "Amendment") to those Registration Statements on Form S-3 (File Nos. 333-59261 and 333-33757) (the "Registration Statements") is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the "Securities Act") by Atmel Corporation, a Delaware corporation ("Atmel Delaware" or the "Registrant"), which is the successor to Atmel Corporation, a California corporation ("Atmel California"), following a statutory merger effective on October 19, 1999 (the "Merger") for the purpose of changing Atmel California's state of incorporation. Prior to the Merger, Atmel Delaware had no assets or liabilities other than nominal assets or liabilities. In connection with the Merger, Atmel Delaware succeeded by operation of law to all of the assets and liabilities of Atmel California. The Merger was approved by the shareholders of Atmel California at a meeting for which proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Except as modified by this Amendment No. 1, Atmel Delaware, by virtue of this Amendment, expressly adopts the Registration Statements as its own registration statements for all purposes of the Securities Act and the Exchange Act. 3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the General Corporation Law of the State of Delaware 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. Article XI of the Registrant's Certificate of Incorporation and Article VI of the Registrant's Bylaws provide for mandatory indemnification of its directors and officers and permissible indemnification of employees and other agents to the maximum extent permitted by the General Corporation Law of the State of Delaware. 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. II-1 4 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-3 and has duly caused this Post-Effective Amendment No. 1 to Registration Statements on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on this 16th day of December 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 Mike 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 Post-Effective Amendment No. 1 to Registration Statements on Form S-3, 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 Post-Effective Amendment No. 1 to Registration Statements on Form S-3 has been signed on this 16th day of December 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 /s/ Tsung-Ching Wu Director - ------------------------------- Tsung-Ching Wu Director - ------------------------------- Norm Hall Director - ------------------------------- T. Peter Thomas
II-2 5 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 EXHIBITS POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENTS ON FORM S-3 ATMEL CORPORATION December 16, 1999 6 ATMEL CORPORATION POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENTS ON FORM S-3 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).
* Previously Filed EX-23.1 2 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statements on Form S-3 of our report dated January 21, 1999 which appears in Atmel Corporation's Annual Report on Form 10-K 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 as filed on July 21, 1999. /s/ PricewaterhouseCoopers LLP San Jose, California December 14, 1999 -----END PRIVACY-ENHANCED MESSAGE-----