8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 25, 2007

ATMEL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-19032	77-0051991
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2325 Orchard Parkway
San Jose, CA 95131
(Address of principal executive offices, including zip code)

(408) 441-0311
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 10.1

EXHIBIT 99.1

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Election of Directors

At the annual meeting of stockholders of Atmel Corporation (the “Company”) held on July 25, 2007, stockholders elected two new directors:

• Papken Der Torossian, who currently serves as a Director of Parker Vision, the Chairman of Vistec Semiconductor Systems, Inc. since September 2005 and as Managing Director of Crest Enterprise LLC since September 1997. Mr. Der Torossian served as Chairman of the Board of Therma Wave, Inc. from 2003 until 2007, when the company was sold to KLA-Tencor. From 1984 to 2001, Mr. Der Torossian was Chairman of the Board and Chief Executive Officer of Silicon Valley Group (SVGI), which was acquired by ASML and started his career with Hewlett Packard where he spent twelve years. Mr. Der Torossian was credited for turning around several companies and operations including as President of ECS Microsystems and President of the Santa Cruz Division of Plantronics, Inc. Mr. Der Torossian also serves as a Director of several privately held companies and was Chairman of the Semiconductor Equipment and Materials International Environmental, Health & Safety Committee (SEMI EHS) and has served as Chairman of Semi/Sematech.

• Jack L. Saltich, who has served as the Chairman and interim Chief Executive Officer of Vitex Systems, Inc., a private technology company, since January 2006. Mr. Saltich also served as the President, Chief Executive Officer and a Director of Three-Five Systems, Inc., a manufacturer of display systems and provider of electronic manufacturing services, from 1999 to 2005. From 1993 to 1999, Mr. Saltich served as Vice President of Advanced Micro Devices and from 1991 to 1993 served as Executive Vice President for Applied Micro Circuits Company. From 1988 to 1991 he was Vice President at VLSI Technology and from 1971 to 1988 served in a number of capacities with Motorola, Inc. Mr. Saltich currently serves as a Director for several public and private companies and is on the Technical Advisory Board of DuPont Electronic Materials and the Manufacturing Advisory Board for Cypress Semiconductor.

In connection with their election to the Board, the Company also granted each of Mr. Der Torossian and Mr. Saltich a non-qualified stock option for the purchase of 50,000 shares of Atmel’s common stock at an exercise price per share equal to the fair market value on that date, or $5.69 per share. Assuming continued service on Atmel’s Board, such options vest and become exercisable over four years, with 12.5% of the shares vesting six months after grant date and 2.0833% of the shares vesting each month thereafter until fully vested.

On July 26, 2007, the Company issued a press release about the new directors. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Amendment of 2005 Stock Plan

At the Company’s annual meeting of stockholders held on July 25, 2007, stockholders also approved an amendment to the Company’s 2005 Stock Plan. The amendment to the 2005 Plan permits the Company to commence a “409A exchange offer” in connection with every option that was unvested, in whole or in part, as of December 31, 2004 and that had a per share exercise price that was less than the fair market value per share of the Company’s common stock, as determined for purposes of Internal Revenue Code Section 409A, on its grant date. The amendment is attached hereto in its entirety as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1	Amendment to Atmel Corporation’s 2005 Stock Plan.
99.1	Press release, dated as of July 26, 2007, entitled “Atmel Expands its Board of Directors.”

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ATMEL CORPORATION
Date: July 31, 2007	By:	/s/ ROBERT AVERY
		Robert Avery
		Vice President Finance and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment to Atmel Corporation’s 2005 Stock Plan.
99.1	Press release, dated as of July 26, 2007, entitled “Atmel Expands its Board of Directors.”

EX-10.1

Exhibit 10.1

AMENDMENT TO THE ATMEL CORPORATION 2005 STOCK PLAN

1. Section 5(b)(xi) will be amended to read as follows:

     “to commence a 409A Exchange Offer in connection with each Option that had a per share exercise price that was less than the fair market value of a share of the Company’s common stock, as determined for purposes of Internal Revenue Code Section 409A, on the Option’s grant date and that was unvested, in whole or in part, as of December 31, 2004 (notwithstanding Section 18(b) of the Plan), as described by Section 23 of the Plan;”

2. Section 5(b)(xii) will be added to the Plan and will read in its entirety as follows:

     “to make all other determinations deemed necessary or advisable for administering the Plan.”

3. Section 23 will be added to the plan and read in its entirety as follows:

     “23. 409A Exchange Offer. The Administrator, may in its sole discretion, offer to each Optionee who holds an Option with an original Grant Date Exercise Price that was less than the original Grant Date fair market value, as determined for purposes of Section 409A of the Code, (each a “Discount Option”) one or more of the following choices with respect to the portion of such Discount Option that was unvested on December 31, 2004 (such portion is referred to as the “Eligible Discount Option”):

(a) If Optionee exercised any Eligible Discount Option (or portion thereof) in 2006, then Optionee may elect to amend the eligible portion of each Eligible Discount Option such that the Exercise Price of the Option will be increased to the fair market value, as determined for purposes of Section 409A of the Code, of a share of the Company’s Common Stock on the Option’s grant date.

(b) If Optionee was granted an Eligible Discount Option, but did not exercise any Eligible Discount Option in 2006, then Optionee may be given one or more of the following choices:

(i) Optionee may elect to amend each Eligible Discount Option to change the option expiration date identified in the original grant agreement to a date that is expected to constitute a fixed calendar year election for purposes of Section 409A of the Code (the Administrator will have the discretion to choose to allow Optionees to pick different calendar years for different portions of each Eligible Discount Option); and/or

(ii) Optionee may elect to amend the eligible portion of each Eligible Discount Option such that the Exercise Price of the Option will be increased to the fair market value, as determined for purposes of Section 409A of the Code, of a share of the Company’s Common Stock on the Option’s grant date.

4. Except as otherwise set forth herein, the terms of the Plan shall continue in full force and effect.

EX-99.1

Exhibit 99.1

Atmel Expands its Board of Directors

SAN JOSE, Calif., July 26, 2007 – Atmel(R) Corporation (Nasdaq: ATML) today announced the expansion of its Board of Directors from six to eight members with the election of Papken Der Torossian and Jack L. Saltich as new Independent Directors at the Annual Meeting of Stockholders held on July 25, 2007.

Mr. Der Torossian, 68, currently serves as a Director of Parker Vision, the Chairman of Vistec Semiconductor and as Managing Director of Crest Enterprise LLC. Mr. Der Torossian served as Chairman of the Board of Therma Wave, Inc. from 2003 until 2007, when the company was sold to KLA-Tencor. From 1984 to 2001, Mr. Der Torossian was Chairman of the Board and Chief Executive Officer of Silicon Valley Group (SVGI), which was acquired by ASML and started his career with Hewlett Packard where he spent twelve years. Mr. Der Torossian was credited for turning around several companies and operations including as President of ECS Microsystems and President of the Santa Cruz Division of Plantronics, Inc. Mr. Der Torossian also serves as a Director of several privately held companies and was Chairman of the Semiconductor Equipment and Materials International Environmental, Health & Safety Committee (SEMI EHS) and has served as Chairman of Semi/Sematech.

Mr. Saltich, 64, has served as the Chairman and interim Chief Executive Officer of Vitex Systems, Inc., a private technology company, since January 2006. Mr. Saltich also served as the President, Chief Executive Officer and a Director of Three-Five Systems, Inc., a manufacturer of display systems and provider of electronic manufacturing services, from 1999 to 2005. From 1993 to 1999, Mr. Saltich served as Vice President of Advanced Micro Devices and from 1991 to 1993 served as Executive Vice President for Applied Micro Circuits Company. From 1988 to 1991 he was Vice President at VLSI Technology and from 1971 to 1988 served in a number of capacities with Motorola, Inc. Mr. Saltich currently serves as a Director for several public and private companies and is on the Technical Advisory Board of DuPont Electronic Materials and the Manufacturing Advisory Board for Cypress Semiconductor.

“We are pleased to have expanded our Board with the election of Mr. Der Torossian and Mr. Saltich as new Directors,” stated Steven Laub, Atmel’s President and Chief Executive Officer. “Their industry knowledge and experience will prove invaluable as we identify and pursue new opportunities that drive sustainable long-term growth and increased shareholder value.”

About Atmel

Atmel is a worldwide leader in the design and manufacture of microcontrollers, advanced logic, mixed-signal, nonvolatile memory and radio frequency (RF) components. Leveraging one of the industry’s broadest intellectual property (IP) technology portfolios, Atmel provides the electronics industry with complete system solutions focused on consumer, industrial, security, communications, computing and automotive markets.

CONTACT:
Robert Pursel, Director of Investor Relations of Atmel,
1-408-487-2677

Web site: http://www.atmel.com