-----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, BDkeCzCQjzChE7QsSuhzUjpdIHmoQ6ctYcbpP3h99XbTsP990+BgD50FR52TW52T IwTvkJglirNPcRGt00Glog== /in/edgar/work/20000731/0000898430-00-002188/0000898430-00-002188.txt : 20000921 0000898430-00-002188.hdr.sgml : 20000921 ACCESSION NUMBER: 0000898430-00-002188 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEMTECH CORP CENTRAL INDEX KEY: 0000088941 STANDARD INDUSTRIAL CLASSIFICATION: [3674 ] IRS NUMBER: 952119684 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-36632 FILM NUMBER: 682818 BUSINESS ADDRESS: STREET 1: 652 MITCHELL RD CITY: NEWBURY PARK STATE: CA ZIP: 91320 BUSINESS PHONE: 8054982111 MAIL ADDRESS: STREET 1: 652 MITCHELL ROAD STREET 2: 652 MITCHELL ROAD CITY: NEWBURY PARK STATE: CA ZIP: 91320 424B3 1 0001.txt PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) Registration Number 333-36632 PROSPECTUS SUPPLEMENT NO. 6 (To Prospectus dated June 12, 2000) [LOGO OF SEMTECH APPEARS HERE] $400,000,000 4 1/2% Convertible Subordinated Notes Due 2007 and 4,735,970 Shares of Common Stock Issuable Upon Conversion of the Notes ----------------------- The following information supplements information contained in our prospectus dated June 12, 2000, relating to the potential offer and sale from time to time by holders of the notes and the underlying shares of our common stock. See "Plan of Distribution" in our prospectus. This prospectus supplement may only be delivered or used in connection with our prospectus. This prospectus supplement is incorporated by reference into our prospectus. Our common stock is listed on The Nasdaq National Market under the symbol "SMTC." NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ----------------------- Prospectus Supplement dated July 31, 2000. We originally issued and sold the notes to Morgan Stanley & Co. Incorporated and Banc of America Securities LLC, as initial purchasers, in a transaction exempt from the registration requirements of the Securities Act. The initial purchasers sold the convertible notes to persons reasonably believed by the initial purchasers to be qualified institutional buyers or other institutional accredited investors. Selling holders, including their transferees, pledgees or donees or their successors, may from time to time offer and sell any or all the notes and common stock into which the notes are convertible. _______________________________ The following table supplements the information in our prospectus with respect to the selling holders and the principal amounts of notes and common stock they beneficially own that may be offered under our prospectus. The information is based on information provided by or on behalf of the selling holders. All information provided in this prospectus supplement is as of July 28, 2000. The selling holders may offer all, some or none of the notes or common stock into which the notes are convertible. Thus, we cannot estimate the amount of the notes or the common stock that will be held by the selling holders upon termination of any sales. The column showing ownership after completion of the offering assumes that the selling holders will sell all of the securities offered by this prospectus. In addition, the selling holders identified below may have sold, transferred or otherwise disposed of all or a portion of their notes since the date on which they provided the information about their notes in transactions exempt from the registration requirements of the Securities Act. None of the selling holders has had any material relationship with us or our affiliates within the past three years. This table assumes that other holders of notes or any future transferee from any such holder do not beneficially own any common stock other than common stock into which the notes are convertible.
Common Stock Beneficially Owned Principal Amount Common Stock After Offering (2) of Notes Beneficially Common -------------- Beneficially Owned Owned Before Stock Amount % Name and Address and Offered Offering Offered(1) ------- ---- - --------------------------------------------- ----------------------------------------------------------------------------- Alta Partners Holdings, LDC.................. $ 2,400,000 0 28,416 0 * 375 Park Avenue, Suite 2505 New York, NY 10152 CALAMOS(R) Convertible Hedge Limited Partnership................................. $ 100,000 0 1,184 0 * c/o Calamos(R) Asset Management, Inc. 1111 East Warrenville Rd. Naperville, IL 60563-1493 The Class 1 C Company LTD.................... c/o PRS International (Cayman) Ltd. $ 1,200,000 0 14,208 0 * 701 Brickell Avenue, Suite 850 Miami, FL 33131 Global Bermuda Limited Partnership........... $ 1,000,000 13,000 11,840 13,000 * 601 Carlson Parkway, Suite 200 Minnetonka, MN 55305 Lakeshore International, Ltd................. $ 2,000,000 26,000 23,680 26,000 * 601 Carlson Parkway, Suite 200 Minnetonka, MN 55305
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Common Stock Beneficially Owned Principal Amount Common Stock After Offering (2) of Notes Beneficially Common -------------- Beneficially Owned Owned Before Stock Amount % Name and Address and Offered Offering Offered(1) ------- ---- - --------------------------------------------- ----------------------------------------------------------------------------- Massachusetts Mutual Life Insurance Company......... $ 2,400,000 0 28,416 0 * c/o David L. Babson & Company Inc. 1295 State Street Springfield, MA 01111 MassMutual Corporate Value Partners Limited......... $ 1,300,000 0 15,392 0 * c/o David L. Babson & Company Inc. 1295 State Street Springfield, MA 01111 MassMutual High Yield Partners II LLC............... $ 2,400,000 0 28,416 0 * c/o David L. Babson & Company Inc. 1295 State Street Springfield, MA 01111 MassMutual Corporate Investors...................... $ 825,000 0 9,768 0 * c/o David L. Babson & Company Inc. 1295 State Street Springfield, MA 01111 MassMutual Participation Investors.................. $ 475,000 0 5,624 0 * c/o David L. Babson & Company Inc. 1295 State Street Springfield, MA 01111 - --------------------------------------------------------------------------------------------------------------------------- TOTAL............................................... 14,100,000 39,000 166,944 39,000 * ===========================================================================================================================
* Less than 1%. (1) Assumes conversion of all the holder's notes at a conversion price of $84.46 per share of common stock and resale of all shares of common stock offered hereby. (2) Calculated based on Rule 13d-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended. The amount of notes held by the above-referenced securities holders and the amount held by the securities holders referenced in the Prospectus dated June 12, 200 and in all previously published Prospectus Supplements is $361,012,000. Information concerning the selling holders may change from time to time and any changed information will be set forth in supplements or amendments to this prospectus, if necessary. In addition, the per share conversion price, and therefore the number of shares of common stock issuable upon conversion of the notes, is subject to adjustment. As a result, the aggregate principal amount of notes and the number of shares of common stock into which the notes are convertible may increase or decrease. S-3 -----END PRIVACY-ENHANCED MESSAGE-----