-----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, OlmN6DJTM6axCXp2HVKGUrQ7IWOkiR1JA4g615QEyeXJ+dJGHHM1Zl5EPMiU2jS3 hySdk7tDIkHhiaH6QlG6SA== 0000898430-01-500398.txt : 20010509 0000898430-01-500398.hdr.sgml : 20010509 ACCESSION NUMBER: 0000898430-01-500398 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010508 EFFECTIVENESS DATE: 20010508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEMTECH CORP CENTRAL INDEX KEY: 0000088941 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 952119684 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-60396 FILM NUMBER: 1624917 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 S-8 1 ds8.txt FORM S-8 As filed with the Securities and Exchange Commission on May 8, 2001. Registration No. 333 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________ Semtech Corporation (Exact name of registrant as specified in its charter) Delaware 95-2119684 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification Number) 652 Mitchell Road, Newbury Park, California 91320 (805) 498-2111 (Address of Principal Executive Offices) Non-Director and Non-Executive Officer Long-Term Stock Incentive Plan Non-Qualified Stock Option Grants (Full title of the plans) John D. Poe Copies to: President & Chief Executive Officer Robert A. Miller, Jr., Esq. Semtech Corporation Paul, Hastings, Janofsky & Walker LLP 652 Mitchell Road 555 South Flower Street Newbury Park, California 91320 Los Angeles, California 90071-2371 (805) 498-2111 (213) 683-6000 (Name, address, including zip code, and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------------------- Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum to be Registered Registered (1) Price Per Share (1)(2) Aggregate Offering Price (1)(2) Amount of Registration Fee - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value 4,200,000 $30.610 $128,562,000 $32,140.5 ====================================================================================================================================
(1) Includes 4,000,000 additional shares pursuant to the Non-Director and Non- Executive Officer Long-Term Stock Incentive Plan and 200,000 shares pursuant to a series of the Registrant's Non-Statutory Stock Option Agreement, as such numbers of shares may be increased in accordance with such plans and agreements in the event of a merger, consolidation, reorganization, liquidation, recapitalization, stock dividend, stock split, or similar event involving the Registrant pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). (2) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457 under the Securities Act. The proposed Maximum Aggregate Offering Price is based on the last sale price as quoted on NASDAQ National Market System on May 3, 2001 of $30.610 per share. PART II/1/ INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents are hereby incorporated into this Registration Statement and made a part hereof by this reference: (a) The Annual Report on Form 10-K of Semtech Corporation (the "Company" ------- or "Registrant") for the fiscal year ended January 28, 2001 (file ---------- No. 1-6395) filed with the Securities Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as ---------- amended (the "Exchange Act"); and ------------ (b) The description of the Company's common stock contained in the Company's Registration Statement under the Exchange Act on Form 8-A filed with the Commission, including any amendments or reports filed for the purpose of updating the description of such common stock. In addition, all documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement, and prior to the filing of a post- effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents with the Commission. Items 4. Description of Securities Not applicable; the class of securities to be offered is registered under Section 12 of the Securities and Exchange Act of 1934. Item 5. Interests of Named Experts and Counsel Not applicable. Item 6. Indemnification of Directors and Officers Article VII, of the Company's Bylaws, as amended, provides for indemnification of officers, directors, agents and employees of the Company generally consistent with the provisions of Section 145 of the Delaware General Corporation Law. Pursuant to Section 145 of the Delaware General Corporation Law, a corporation generally has the power to indemnify its present and former directors, officers, employees and agents against expenses incurred by them in connection with any suit to which they are, or are threatened to be made, a party by reason of their serving in such positions so long as they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the corporation, and with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful. With respect to suits by or in the right of a corporation, however, indemnification is not available if such person is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless the court determines that indemnification is appropriate. In addition, a corporation has the power to purchase and maintain insurance for such persons. The statute also expressly provides that the power to indemnify authorized thereby is not exclusive of any rights granted under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. - ------------ /1/ Information required by Part I of Form S-8 is contained in a Section 10(a) prospectus to be distributed to each optionee and is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. -1- As permitted by Section 102 of the Delaware General Corporation Law, the Company's stockholders have approved and incorporated provisions into the Company's Restated Certificate of Incorporation eliminating a director's personal liability for monetary damages to the Company and the Company's stockholders arising from a breach of a director's fiduciary duty, except for liability under Section 174 of the Delaware General Corporation Law or liability for any breach of the director's duty of loyalty to the Company or the Company's stockholders, for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law or for any transaction in which the director derived an improper personal benefit. The Company has entered into indemnification agreements with the Company's directors and officers. These agreements provide broader indemnity rights than those provided under the Delaware General Corporation Law and the Company's Bylaws. The indemnification agreements are not intended to deny or otherwise limit third party or derivative suits against the Company or the Company's directors or officers, but to the extent a director or officer were entitled to indemnity or contribution under the indemnification agreement, the financial burden of a third party suit would be borne by the Company, and the Company would not benefit from derivative recoveries against the director or officer. Such recoveries would accrue to the benefit of the Company but would be offset by the Company's obligations to the director or officer under the indemnification agreement. The above discussion of the Company's Bylaws, Certificate of Incorporation and of Section 145 of the Delaware General Corporation Law is not intended to be exhaustive and is qualified in its entirety by such Bylaws, Certificate of Incorporation, and statute. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits Exhibit - ------- 4.1 Non-Director and Non-Executive Officer Long-Term Stock Incentive Plan. 4.2 Form of Non-Statutory Stock Option Agreement. 5.1 Opinion of counsel as to legality of securities being registered. 23.1 Consent of independent public accountants. 23.2 Consent of counsel (included in Exhibit 5.1). 24.1 Power of Attorney (included herein on the signature page). 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: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the Prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the -------- ------- information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant -2- to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this 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; and (3) To remove from registration by means of post-effective amendment any of the securities which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes 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 that is incorporated by reference in this 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. 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 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 of 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- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Newbury Park, State of California, on May 7, 2001. SEMTECH CORPORATION By: /s/ John D. Poe ------------------------------------------- John D. Poe, President & Chief Executive Officer -4- POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints John D. Poe and David G. Franz, Jr., and each of them, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ John D. Poe Chief Executive Officer, May 7, 2001 - --------------------------- Director and Chairman of the Board John D. Poe (Principal Executive Officer) /s/ David G. Franz, Jr. ___________________________ Vice President-Finance, May 7, 2001 David G. Franz, Jr. Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) /s/ James P. Burra ___________________________ Director May 7, 2001 James P. Burra /s/ Rock N. Hankin ___________________________ Director May 7, 2001 Rock N Hankin /s/ Allen H. Orbuch ___________________________ Director May 7, 2001 Allen H. Orbuch /s/ James T. Schraith ___________________________ Director May 7, 2001 James T. Schraith
-5- EXHIBIT INDEX Exhibit - ------- 4.1 Non-Director and Non-Executive Officer Long-Term Stock Incentive Plan. 4.2 Form of Non-Statutory Stock Option Agreement. 5.1 Opinion of counsel as to legality of securities being registered. 23.1 Consent of independent public accountants. 23.2 Consent of counsel (included in Exhibit 5.1). 24.1 Power of Attorney (included herein on the signature page). EX-4.1 2 dex41.txt LONG TERM STOCK INCENTIVE PLAN EXHIBIT 4.1 SEMTECH CORPORATION Non-Director and Non-Executive Officer Long-Term Stock Incentive Plan (Amended and Restated as of March 1, 2001) 1. The Plan (a) Purpose. The purpose of this Non-Director and Non-Executive Officer Long- Term Stock Incentive Plan (the "Plan") is to promote the longer-term financial success of Semtech Corporation (the "Company") by providing a means to attract, retain and award individuals who can and do contribute to such success. By using stock-based compensation, the recipients of awards under the Plan will further identify their interests with those of the Company's stockholders. (b) Effective Date. To serve this purpose, the Plan will become effective upon its approval by the Board of Directors of the Company (the "Board"). 2. Administration (a) Committee. The Plan shall be administered by a Committee, appointed by the Board. Notwithstanding the foregoing, the Board may assume, at its sole discretion, administration of the Plan. The administrator of the Plan, whether a committee of the Board or the full Board, is referred to herein as the "Plan Administrator." (b) Powers and Authority. The Plan Administrator's powers and authority include, but are not limited to, selecting individuals who are (1) employees of the Company or any subsidiary of the Company or other entity in which the Company has a significant equity or other interest as determined by the Plan Administrator, and (2) not executive officers or directors of the Company ("Eligible Participants"); determining the types and terms and conditions of all awards granted, including performance and other earnout and/or vesting contingencies; permitting transferability of awards to third parties; interpreting the Plan's provisions; and administering the Plan in a manner that is consistent with its purpose. (c) Award Prices. For Plan purposes, all stock options, warrants and stock appreciation rights shall have an exercise price which shall reflect the average traded price of a share of the Company's common stock, par value $.01 per share ("Common Stock"), on the date as determined by the Plan Administrator, or if the Common Stock is not traded on such date, the average price on the next preceding day on which such Common Stock is traded. The applicable date shall be the date on which the award is granted. 3. Shares Subject to Plan (a) Maximum Shares Available for Delivery. Subject to Section 3(c), the maximum number of shares of Common Stock that may be delivered to participants and their beneficiaries under the Plan shall be equal to 8,000,000/1/ shares of Common Stock. Collectively the shares of Common Stock subject to this Plan are referred to herein as "Shares." In addition, any Shares granted under the Plan which are forfeited back to the Company because of the failure to meet an award contingency or condition shall again be available for delivery pursuant to new awards granted under the Plan. Any Shares covered by an award (or portion of an award) granted under the Plan, which is forfeited or canceled, expires or is settled in cash, shall be deemed not to have been delivered for purposes of determining the maximum number of Shares available for delivery under the Plan. Likewise, if any stock option is exercised by tendering Shares, either actually or by attestation, to the Company as full or partial payment in connection with the exercise of a stock option under this Plan or any prior plan of the Company, only the number of Shares issued net of the Shares tendered shall be deemed delivered for purposes of determining the maximum number of Shares available for delivery under the Plan. Further, Shares issued under the Plan through the settlement, assumption or substitution of outstanding awards or obligations to grant future awards as a condition of the Company acquiring another entity shall not reduce the maximum number of Shares available for delivery under the Plan. (b) Other Plan Limits. Subject to Section 3(c), the following additional maximums are imposed under the Plan. No Shares may be covered by stock options intended to comply with Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), ("Incentive Stock Options"). The maximum number of Shares that may be issued in conjunction with awards granted pursuant to Section 4(d) shall be 150,000 The maximum number of Shares that may be covered by awards granted to any one individual pursuant to Sections 4(b) and 4(c) shall be 100,000 during any consecutive three calendar years. The maximum payment that can be made for awards granted to any one individual pursuant to Sections 4(d) and 4(e) shall be $2,500,000 for any single or combined performance goals established for a specified period. If a payment under Sections 4(d) or 4(e) is made in Shares, the value of such Shares for determining this maximum individual payment amount will be the closing price of a Share on the first day of the applicable performance period. A specified performance period for purposes of this performance goal payment limit shall not exceed a sixty (60) consecutive month period. (c) Payment Shares. Subject to the overall limitation on the number of Shares that may be delivered under the Plan, the categories of Eligible Participants and the other - ----------------------------------------- /1/ This number was originally 1,000,000, but has been restated here to give effect to (a) the Company's two two-for-one stock splits, effected as stock dividends, which were effective on August 30, 1999 and September 5, 2000, and (b) an increase of 4,000,000 Shares authorized by the Board on March 1, 2001. 2 limitations set forth in Section 3(b), the Plan Administrator may use available Shares as the form of payment for compensation, grants or rights earned or due under any other compensation plans or arrangements of the Company, including the plan of any entity acquired by the Company. (d) Adjustments for Corporate Transactions. The Plan Administrator may determine that: (i) In the event that the outstanding shares of Common Stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, stock split, stock dividend, combination or subdivision, appropriate adjustment shall be made in the number of shares available under the Plan and under any stock awards granted under the Plan. Such adjustment to outstanding stock awards shall be made without change in the total price applicable to the unexercised portion of such awards, and a corresponding adjustment in the applicable exercise price per share shall be made. No such adjustment shall be made which would, within the meaning of any applicable provisions of the Code, constitute a modification, extension or renewal of any award or a grant of additional benefits to the holder of an award. (ii) In case (A) the Company is merged or consolidated with another corporation or other entity and the Company is not the surviving corporation, (B) all or substantially all of the assets or more than 50% of the outstanding voting stock of the Company is acquired by any other corporation or other entity or (C) of a reorganization or liquidation of the Company, the Plan Administrator or the governing body of any entity assuming the obligations of the Company, shall, as to outstanding awards, either (x) make appropriate provision for the protection of any such outstanding awards by the substitution on an equitable basis of appropriate stock of the Company, or of the merged, consolidated or otherwise reorganized corporation which will be issuable in respect of the shares of Common Stock of the Company, provided that no additional benefits shall be conferred upon participants as a result of such substitution, and the excess of the aggregate fair market value of the shares subject to the awards immediately after such substitution over the purchase price thereof is not more than the excess of the aggregate fair market value of the shares subject to the award immediately before such substitution over the purchase price thereof, or (y) upon written notice to the participants, provide that all unexercised awards must be exercised within a specified number of days of the date of such notice or they will be terminated. In any such case, the Plan Administrator may, in its discretion, accelerate the exercise dates of outstanding awards; provided, -------- however, that subsections (iii) and (iv) of this paragraph (d) shall govern acceleration of awards with respect to the events described therein. 3 (iii) In case of (A) any consolidation or merger involving the Company if the shareholders of the Company immediately before such merger or consolidation do not own, directly or indirectly, immediately following such merger or consolidation, more than fifty percent (50%) of the combined voting power of the outstanding voting securities or interests of the corporation (or its parent corporation) or other entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the shares of Common Stock immediately before such merger or consolidation; (B) any sale, lease, license, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the business and/or assets of the Company or assets representing over 50% of the operating revenue of the Company; or (C) any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act who is not, on September 30, 1999, a "controlling person" (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) (a "Controlling Person") of the Company shall become (x) the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of over 50% of the Company's outstanding Common Stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally or (y) a Controlling Person of the Company, all outstanding awards, regardless of the date of grant of such awards, shall immediately become exercisable with respect to 100% of the Shares subject to such awards. This paragraph 3(d)(iii) shall apply only to awards granted prior to December 21, 2000. (iv) In the event of the termination without cause of a participant within one year following a Change in Control (as defined below) or a Constructive Termination (as defined below) of a participant, all outstanding awards, regardless of the date of grant of such awards, shall immediately become exercisable with respect to 100% of the Shares subject to such awards. For purposes of this paragraph 3(d)(iv), "Constructive Termination" shall mean participant's voluntary termination within one year following participant's knowledge of the occurrence of any of the following: (A) a reduction in participant's base salary after a "Change in Control" (as defined below) from that in effect immediately prior to the Change in Control; or (B) a material or substantial reduction or change in job duties, responsibilities and requirements after a Change in Control from participant's prior duties, responsibilities and requirements immediately prior to the Change in Control. Notwithstanding the foregoing, a termination shall not be treated as a Constructive Termination if the participant shall have specifically consented in writing to the occurrence of the event giving rise to the claim of Constructive Termination." For purposes of this paragraph 3(d)(iv), "Change in Control" shall mean the occurrence of any of the following events with respect to the Company: (A) any consolidation or merger involving the Company if the shareholders of the Company immediately before such merger or consolidation do not own, directly or indirectly, immediately following such merger or consolidation, more than fifty percent (50%) of the combined voting power of the outstanding voting securities or interests of the corporation (or its parent 4 corporation) or other entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the shares of Common Stock immediately before such merger or consolidation; (B) any sale, lease, license, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the business and/or assets of the Company or assets representing over 50% of the operating revenue of the Company; or (C) any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) who is not, on December 21, 2000, a Controlling Person of the Company shall become (x) the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of over 50% of the Company's outstanding Common Stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally or (y) a Controlling Person of the Company. This paragraph 3(d)(iv) shall apply only to awards granted on or after December 21, 2000. 4. Types of Awards (a) General. An award may be granted singularly, in combination with another award(s) or in tandem whereby exercise or vesting of one award held by a participant cancels another award held by the participant. Any award granted under the Plan shall be evidenced by a written agreement in form and substance satisfactory to the Plan Administrator. These agreements must conform to the Plan. The Plan Administrator may include such terms, consistent with the Plan, as it determines in its discretion. Subject to Section 2(c), an award may be granted as an alternative to or replacement of an existing award under the Plan or under any other compensation plans or arrangements of the Company, including the plan of any entity acquired by the Company. The types of awards that may be granted under the Plan include: (b) Stock Option. A stock option represents a right to purchase a specified number of Shares during a specified period at a price per Share which is no less than that required by Section 2(c). A stock option may not be in the form of an Incentive Stock Option and therefore will not qualify for favorable federal tax treatment. The Shares covered by a stock option may be purchased by means of a cash payment or such other means as the Plan Administrator may from time to time permit, including without limitation (i) tendering (either actually or by attestation) Shares valued using the market price at the time of exercise, (ii) authorizing a third party to sell Shares (or a sufficient portion thereof) acquired upon exercise of a stock option and to remit to the Company a sufficient portion of the sale proceeds to pay for all the Shares acquired through such exercise and any tax withholding obligations resulting from such exercise; (iii) crediting toward the purchase price amounts from individuals' deferred compensation account balances, including accrued dividend equivalent balances; or (iv) any combination of the above. 5 (c) Stock Appreciation Right. A stock appreciation right is a right to receive a payment in cash, Shares or a combination, equal to the excess of the aggregate market price at time of exercise of a specified number of Shares over the aggregate exercise price of the stock appreciation rights being exercised. (d) Stock Award. A stock award is a grant of Shares or of a right to receive Shares (or their cash equivalent or a combination of both) in the future. Each stock award shall be subject to such conditions, restrictions and contingencies as the Plan Administrator shall determine. These may include continuous service and/or the achievement of performance goals. The performance goals that may be used by the Plan Administrator for such awards shall consist of cash generation targets, profit, revenue and market share targets, profitability targets as measured by return ratios, and shareholder returns. The Plan Administrator may designate a single goal criterion or multiple goal criteria for performance measurement purposes with the measurement based on absolute Company or business unit performances and/or on performance as compared with that of other publicly- traded companies. (e) Cash Award. A cash award is a right denominated in cash or cash units to receive a payment, which may be in the form of cash, Shares or a combination, based on the attainment of pre-established performance goals and such other conditions, restrictions and contingencies as the Plan Administrator shall determine. The performance goals that may be used by the Plan Administrator for such awards shall consist of cash generation targets, profits, revenue and market share targets, profitability targets as measured by return ratios and shareholder returns. The Plan Administrator may designate a single goal criterion or multiple goal criteria for performance measurement purposes with the measurement based on absolute Company or business unit performance and/or on performance as compared with that of other publicly-traded companies. (f) Warrants. A warrant represents a right to purchase a specified number of Shares during a specified period at a price per Share which is no less than that required by Section 2(c). A warrant may be in the form of warrant that will qualify for favorable tax treatment in a foreign jurisdiction. The Shares covered by a warrant may be purchased by means of a cash payment or such other means as the Plan Administrator may from time to time permit, including without limitation (i) tendering (either actually or by attestation) Shares valued using the market price at the time of exercise, (ii) authorizing a third party to sell Shares (or a sufficient portion thereof) acquired upon exercise of a warrant and to remit to the Company a sufficient portion of the sale proceeds to pay for all the Shares acquired through such exercise and any tax withholding obligations resulting from such exercise; (iii) crediting toward the purchase price amounts from individuals' deferred compensation account balances, including accrued dividend equivalent balances; or (iv) any combination of the above. 5. Award Settlement and Payments 6 (a) Dividends and Dividend Equivalents. An award may contain the right to receive dividends or dividend equivalent payments which may be paid currently or credited to a participant's account. Any such crediting of dividends or dividend equivalents or reinvestment in Shares may be subject to such conditions, restrictions and contingencies as the Plan Administrator shall establish, including the reinvestment of such credited amounts in Share equivalents. (b) Payments. Awards may be settled through cash payments, the delivery of Shares, the granting of awards or combination thereof as the Plan Administrator shall determine. Any award settlement, including payment deferrals, may be subject to such conditions, restrictions and contingencies as the Plan Administrator shall determine. The Plan Administrator may permit or require the deferral of any award payment, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest, or dividend equivalents, including converting such credits into deferred Share equivalents. 6. Plan Amendment and Termination (a) Amendments. The Board may amend this Plan as it deems necessary and appropriate to better achieve the Plan's purpose; provided however, that any amendment to the Plan which would require approval of the Company's stockholders under applicable law, or under the rules or guidelines of any exchange or automatic quotation system on which the Shares are traded or included, then, in any of such events, such stockholder approval of any such amendment shall also be obtained. (b) Plan Suspensions and Termination. The Board may suspend or terminate this Plan at any time. Any such suspension or termination shall not of itself impair any outstanding award granted under the Plan or the applicable participant's rights regarding such award. If not earlier terminated, this Plan shall terminate upon the tenth anniversary of the effective date of the Plan. Unless an earlier termination is specified, awards granted under the Plan shall terminate upon the tenth anniversary of their date of grant. 7. Miscellaneous (a) No Individual Rights. No person shall have any claim or right to be granted an award under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any employee or other person any right to continue to be employed by or to perform services for the Company, any subsidiary or related entity. The right to terminate the employment of performance of services by any Plan participant at any time and for any reason is specifically reserved to the employing entity. 7 (b) Binding Arbitration. Any dispute or disagreement regarding participation and/or an award recipient's rights under the Plan shall be settled solely by binding arbitration in accordance with the applicable rules of the American Arbitration Association. (c) Unfunded Plan. The Plan shall be unfunded and shall not create (or be construed to create) a trust or a separate fund or funds. The Plan shall not establish any fiduciary relationship between the Company and any participant or beneficiary of a participant. To the extent any person holds any obligation of the Company by virtue of an award granted under the Plan, such obligation shall merely constitute a general unsecured liability of the Company and accordingly shall not confer upon such person any right, title or interest in any assets of the Company. (d) Other Benefit and Compensation Programs. Unless otherwise specifically determined by the Plan Administrator, settlements of awards received by participants under the Plan shall not be deemed a part of a participant's regular, recurring compensation for purposes of calculating payments or benefits from any Company benefit plan or severance program. Further, the Company may adopt other compensation programs, plans or arrangements as it deems appropriate. (e) No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any award, and the Plan Administrator shall determine whether cash shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled. 8 EX-4.2 3 dex42.txt FORM OF NON-STATUTORY STOCK OPTION AGREEMENT EXHIBIT 4.2 FORM OF NON-STATUTORY STOCK OPTION AGREEMENT THIS AGREEMENT, entered into this __ day of December, 1997, between Semtech Corporation, a Delaware Corporation (the "Company"), and ______________ (the "Optionee"). NOW, THEREFORE, it is agreed as follows: 1. Grant of Option. The Company hereby grants to the Optionee as of --------------- the date hereof the option to purchase all or any part of an aggregate of 5,000 shares of Stock (the "Option"). The Option is not intended to qualify as an incentive stock option under the Code. 2. Option Price. The price to be paid for Stock upon exercise of the ------------ Option or any part thereof shall be $53.25 per share (the "Exercise Price"). 3. Right to Exercise. Subject to the conditions set forth in this ----------------- Agreement, the right to exercise the Option shall accrue in accordance with Schedule 1 attached hereto and hereby made a part hereof. 4. Securities Law Requirements. No part of the Option shall be --------------------------- exercised if counsel to the Company determines that any applicable registration requirement under the Securities Act of 1933 (the "Act") or any other applicable requirement of Federal or State law has not been met. 5. Term of Option. The Option shall terminate in any event on the -------------- earliest of (a) the ___ day of December, 2007 at 11:59 PM, (b) the expiration of the period described in Section 6 below, or (c) the expiration of the period described in Section 9 below. 6. Exercise Following Cessation of Service. If the Optionee's --------------------------------------- service with the Company terminates for any reason, or no reason, whether voluntarily or involuntarily, with or without cause, other than death, disability or retirement, the Option may be exercised within ninety (90) consecutive days after the date of such cessation or until the expiration of the stated term of the Option, whichever period is shorter. 7. Exercise Following Death, Disability or Normal Board Retirement. --------------------------------------------------------------- If the Optionee's service with the Company ceases by reason of the Optionee's death, disability or normal board retirement, the right to exercise the Option shall immediately accrue in full and the Option shall, subject to Section 5 above, be exercisable for three (3) years after the date of cessation or until the expiration of the stated term of the Option, whichever period is shorter. If the Optionee dies or suffers a disability within the three-year period following normal board retirement, the Option shall remain fully exercisable for three (3) years after the death or disability or until the expiration of the stated term of the Option, whichever period is shorter. In case of death, the exercise may be made by the Optionee's designated beneficiary or, if no such beneficiary has been designated, by the Optionee's estate or by the person or persons who acquire the right to exercise it by bequest or inheritance provided that such person consents in writing to abide by and be subject to the terms of the Plan and this Agreement and such writing is delivered to the President or Chairman of the Company. 8. Exercise Following Change of Control. Notwithstanding any other ------------------------------------ provision to the contrary contained herein, in the event of a Change in Control (as defined below), any outstanding Options shall automatically become fully vested and exercisable as of the date of the Change in Control, whether or not then exercisable, without any further action on the part of the Board or the stockholders. For purposes hereof, a "Change in Control" shall mean a merger or consolidation in which the shareholders of the Company immediately prior to such merger or consolidation hold, immediately after such merger or consolidation, less than 50% of the general voting power of the surviving or acquiring entity (or parent corporation thereof), or the sale of substantially all of the assets of the Company or a sale of more than 50% of the outstanding Common Stock of the Company by its shareholders in any single transaction or series of related transactions. 9. Time of Cessation of Service. For the purposes of this Agreement, ---------------------------- the Optionee's service shall be deemed to have ceased on the earlier of (a) the date when the Optionee's service in fact ceased or (b) except in the case of normal board retirement, the date when the Optionee gave or received written notice that his or her service is to cease. 10. Nontransferability. The Option shall be exercisable during the ------------------ Optionee's lifetime only by the Optionee and shall be nontransferable, except that the Optionee may transfer all or any part of the Option by will or by the laws of descent and distribution. Except as otherwise provided herein, any attempted alienation, assignment, pledge, hypothecation, attachment, execution or similar process, whether voluntary or involuntary, with respect to all or any part of the Option or any right thereunder, shall be null and void and, at the Company's option, shall cause all of the Optionee's rights under this Agreement to terminate. 11. Adjustments. If the outstanding shares of Common Stock of the ----------- Corporation are increased, decreased or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to such shares of common stock or other securities, through merger, consolidation, sales of all or substantially all the property of the Corporation, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other distribution with respect to such shares of Common Stock or other securities, an appropriate and proportionate adjustment shall be made in (i) the number of shares provided in Section 1, and (ii) the option price of each share without -2- change in the aggregate purchase price as to which the Options defined in Section 1 remain exercisable. 12. Effect of Exercise. Upon exercise of all or any part of the ------------------ Option, the number of shares of Stock subject to option under this Agreement shall be reduced by the number of shares with respect to which such exercise is made. 13. Exercise of Option. The Option may be exercised by delivering to ------------------ the Company (a) a written notice of exercise in substantially the form prescribed from time to time by the Administrator and (b) full payment of the exercise price or each share of Stock purchased under the Option. Such notice shall specify the number of shares of Stock with respect to which the Option is exercised and shall be signed by the person exercising the Option. If the Option is exercised by a person other than the Optionee, such notice shall be accompanied by proof, satisfactory to the Company, of such person's right to exercise the Option. The purchase price shall be payable (a) in U.S. dollars in cash (by check), (b) by delivery of shares of stock registered in the name of the Optionee having a fair market value at the time of exercise equal to the amount of the purchase price, (c) any combination of the payment of cash and the delivery of stock, or (d) as otherwise approved by the Administrator in its sole and absolute discretion. 14. Withholding Taxes. The Company may require the Optionee to ----------------- deliver payment of any withholding taxes (in addition to the purchase price) with respect to the difference between the purchase price and the fair market value of the Stock acquired upon exercise. 15. Issuance of Shares. Subject to the foregoing conditions, the ------------------ Company, as soon as reasonably practicable after receipt of a proper notice of exercise and without transfer or issue tax or other incidental expense to the person exercising the Option, shall deliver to such person at the principal office of the Company, or such other location as may be acceptable to the Company and such person, one or more certificates for the shares of Stock with respect to which the Option is exercised. Such shares shall be fully paid and nonassessable and shall be issued in the name of such person. However, at the request of the Optionee, such shares may be issued in the names of the Optionee and his or her spouse as (a) joint tenants with right of survivorship, (b) community property, or (c) tenants in common without right of survivorship. 16. Rights as a Shareholder. Neither the Optionee nor any other ----------------------- person entitled to exercise the Option shall have any rights as a shareholder of the Company with respect to the stock subject to the Option until a certificate for such shares has been issued to him or her upon exercise of the Option. 17. Notices. Any notice to the Company contemplated by this ------- Agreement shall be addressed to it in care of its President; and any notice to the Optionee shall be addressed to him or her at the address on file with the Company on the date hereof or at such other address as he or she may hereafter designate in writing. -3- 18. Interpretation. The interpretation, construction, performance -------------- and enforcement of this Agreement shall lie within the sole discretion of the Board, and the Board's determinations shall be conclusive and binding on all interested persons. 19. Choice of Law. This Agreement shall be governed by and construed ------------- in accordance with the internal substantive laws (not the law of choice of laws) of the State of California. IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written. SEMTECH CORPORATION, a Delaware corporation ___________________________________ By: ____________________________ Optionee David G. Franz, Jr. Vice President-Finance & CFO ___________________________________ (Please print Optionee's name) ___________________________________ Optionee's Spouse* ___________________________________ (Please print spouse's name) Optionee's state of residence: *Include signature and name of Optionee's spouse if Optionee is married. -4- SCHEDULE 1 RIGHT TO EXERCISE Subject to the conditions set forth in this agreement, the right to exercise the Option shall accrue as follows: Date No. of Shares ---- ------------- December __, 1998 1,667 December __, 1999 1,667 December __, 2000 1,666 EX-5.1 4 dex51.txt OPINION OF COUNSEL EXHIBIT 5.1 May 7, 2001 Semtech Corporation 652 Mitchell Road Newbury Park, California 91320 Ladies and Gentlemen: We are furnishing this opinion of counsel to Semtech Corporation, a Delaware corporation (the "Company"), for filing as Exhibit 5.1 to the Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the issuance and sale by the Company of up to 4,200,000 shares of its Common Stock (the "Shares") upon the exercise of stock options or awards granted pursuant to the Company's Non-Director Non-Executive Officer Long-Term Stock Incentive Plan (the "Plan") and a series of the Company's Non- Statutory Stock Option Agreements (the "Agreements"). We have examined the Certificate of Incorporation and Bylaws, each as amended to date, of the Company, and the originals, or copies certified or otherwise identified, of records of corporate action of the Company as furnished to us by the Company, certificates of public officials and of representatives of the Company, and such other instruments and documents as we deemed necessary, as a basis for the opinions hereinafter expressed. In such examination we have assumed the genuineness of all signatures, the authenticity of all corporate records and other documents submitted to us and the conformity to original documents submitted to us as certified or photostatic copies. Based upon our examination as aforesaid, and in reliance upon our examination of such questions of law as we deem relevant under the circumstances, we are of the opinion that the Shares, when purchased and issued as described in the Registration Statement and in accordance with the Plan or Agreements, as the case may be (including the receipt of the full purchase price therefor), will be validly issued, fully paid and nonassessable. We express no opinion with respect to the applicability or effect of the laws of any jurisdiction other than the Delaware General Corporation Law, as in effect as of the date hereof. We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ Paul, Hastings, Janofsky & Walker LLP EX-23.1 5 dex231.txt CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated April 6, 2001 included in Semtech Corporation's report on Form 10-K for the year ended January 28, 2001 and to all references to our firm included in this registration statement. Arthur Andersen LLP /s/ Arthur Andersen LLP Los Angeles, California May 4, 2001 -----END PRIVACY-ENHANCED MESSAGE-----