SC TO-C

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

ATMEL CORPORATION

(Name of Subject Company (Issuer))

RDG Capital LLC

(Names of Filing Persons (Offerors))

Common Stock, par value $.001 per share
(Title of Class of Securities)

049513104
(CUSIP Number of Common Stock)

Robert W. Forman, Esq.
Shapiro Forman Allen Sava & McPherson LLP
380 Madison Avenue
25^th Floor
New York, New York 10017
(212) 972-4900

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

CALCULATION OF FILING FEE

Transaction Value*	Amount of Filing Fee
$		$

* Estimated for purposes of calculating the amount of the filing fee only. This amount assumes the purchase of ______ shares of common stock, par value $.001 per share, of Atmel Corporation (the “Shares”), representing all of the outstanding Shares, as of ____________, 2006.

o     Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing.

Amount Previously Paid: N/A	Filing Party: N/A
Form or Registration No.: N/A	Date Filed: N/A

þ     Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1

o issuer tender offer subject to Rule 13e-4

o going private transaction subject to Rule 13e-3

o amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer o

Item 12.	Exhibits
(a)(5)	Press Release Issued on May 22, 2006 by RDG Capital LLC.
Exhibit	Exhibit Name
(a)(5)	Press Release Issued on May 22, 2006 by RDG Capital LLC.

EX-99.A.5

Exhibit (a)(5)

RDG CAPITAL INDICATES POTENTIAL INTEREST
IN ACQUIRING ATMEL CORPORATION

May 22, 2006

New York-based RDG Capital LLC (“RDG”), managed by a former executive of Carl Icahn’s investment firm, reported today that on Monday May 15^th it issued a letter to Atmel Corporation (“Atmel” or the “Company”) and initiated discussions with its Chairman George Perlegos expressing RDG’s potential interest in acquiring all of the outstanding shares of the Company for $5.50 per share to be paid in cash and preferred stock. RDG’s proposal is subject to satisfactory due diligence, transaction financing, negotiation of terms, and requisite board approval.

On Wednesday May 17^th Mike Ross, Vice President and General Counsel of Atmel, responded to RDG that the Company believes it is better served being a public corporation.

Notwithstanding the Company’s reply to its proposal, RDG remains interested in negotiating a potential acquisition of the Company. If such a transaction were completed, Atmel shareholders would receive total consideration of approximately $2.7 billion based on 486.8 million shares outstanding as of April 30, 2006. In its letter to Atmel management, RDG indicated it has engaged in discussions to finance such a transaction with investment banking firms and major financial institutions.

Through an affiliate, RDG Capital has been a shareholder of Atmel Corporation since May 2005. Russell Glass, Managing Member of RDG Capital, is the former President of Icahn Associates Corp. He is a graduate of Princeton University and the Stanford University Graduate School of Business.

Contact:
Russell Glass
Managing Member
RDG Capital LLC
212-759-6198

Notice To Investors
This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. No tender offer for the outstanding shares of Atmel’s common stock has commenced. If such an offer is commenced, RDG will file a tender offer statement with the Securities and Exchange Commission, which will contain important information that should be read carefully. Those materials will be made available to Atmel security holders at no expense to them. In addition, if an offer is commenced, all of those materials will be available at no charge on the Securities and Exchange Commission’s Website at http://www.sec.gov/.