0001116679-07-001193.txt : 20070416 0001116679-07-001193.hdr.sgml : 20070416 20070416172224 ACCESSION NUMBER: 0001116679-07-001193 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070416 DATE AS OF CHANGE: 20070416 EFFECTIVENESS DATE: 20070416 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: 0127 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-142151 FILM NUMBER: 07768931 BUSINESS ADDRESS: STREET 1: 200 FLYNN ROAD CITY: CAMARILLO STATE: CA ZIP: 93012-8790 BUSINESS PHONE: 8054982111 MAIL ADDRESS: STREET 1: 200 FLYNN ROAD CITY: CAMARILLO STATE: CA ZIP: 93012-8790 S-8 1 s8.htm

As filed with the Securities and Exchange Commission on April 16, 2007.

Registration No. 333-_________

UNITED STATES

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)

200 Flynn Road, Camarillo, California 93012 (805) 498-2111 (Address of Principal Executive Offices)
Long-Term Stock Incentive Plan
(Full title of the plan)
Mohan R. Maheswaran	Copies to:
President & Chief Executive Officer	Robert A. Miller, Jr., Esq.
Semtech Corporation	Paul, Hastings, Janofsky & Walker LLP
200 Flynn Road	515 South Flower Street
Camarillo, California 93012	Los Angeles, California 90071
(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 to be Registered	Amount to be Registered ⁽²⁾	Proposed Maximum Offering Price Per Share⁽¹⁾⁽²⁾	Proposed Maximum Aggregate Offering Price⁽¹⁾⁽²⁾	Amount of Registration Fee
Common Stock, $0.01 par value	3,097,800	$13.55	$41,975,190	$1,288.64

(1) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457 under the Securities Act of 1933, as amended, based on the average of the high and low prices as quoted on NASDAQ on April 11, 2007 of $13.55 per share.

(2) Pursuant to Rule 416 promulgated under the Securities Act, there are also registered hereunder such indeterminate number of additional shares as may be issued under the Long-Term Stock Incentive Plan to prevent dilution resulting from stock splits, stock dividends or similar transactions.

STATEMENT UNDER GENERAL INSTRUCTION E – REGISTRATION OF ADDITIONAL SECURITIES

Pursuant to General Instruction E (Registration of Additional Securities) of Form S-8, Semtech Corporation hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission:

(a)

The Registrant’s Registration Statement on Form S-8, Registration Number 333-80319, filed with the Commission on June 9, 1999;

(b)

The Registrant’s Registration Statement on Form S-8, Registration Number 333-118804, filed with the Commission on September 3, 2004;

(c)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended January 28, 2007 filed on April 13 2007 with the Commission, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

(d)

All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since January 28, 2007.

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.

PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.

Exhibits

Exhibit
4.1	Long-Term Stock Incentive Plan, as amended and restated, incorporated by reference from Exhibit 10.6 to the Company’s Form 10-K for its fiscal year ended January 28, 2007, filed with the Commission on April 13, 2007.
5.1	Opinion and Consent of Paul, Hastings, Janofsky & Walker LLP as to legality of securities being registered.
23.1	Consent of independent registered public accounting firm.
23.2	Consent of Paul, Hastings, Janofsky & Walker LLP is contained in Exhibit 5.
24.1	Power of Attorney (included herein on the signature page).

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 Camarillo, State of California, on April 12, 2007.

SEMTECH CORPORATION

By: /s/ Mohan R. Maheswaran

Mohan R. Maheswaran, President and

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Mohan Maheswaran and Emeka Chukwu, 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/ Mohan R. Maheswaran Mohan R. Maheswaran	President, Chief Executive Officer, and Director (Principal Executive Officer)	April 12, 2007
/s/ Emeka Chukwu Emeka Chukwu	Vice President-Finance, Chief Financial Officer (Principal Financial and Accounting Officer)	April 12, 2007
/s/ Rockell N. Hankin Rockell N. Hankin	Chairman of the Board and Director	April 12, 2007
/s/ Glen M. Antle Glen M. Antle	Director	April 12, 2007
/s/ W. Dean Baker W. Dean Baker	Director	April 12, 2007
/s/ James P. Burra James P. Burra	Director	April 12, 2007
/s/ Bruce C. Edwards Bruce C. Edwards	Director	April 12, 2007
/s/ James T. Lindstrom James T. Lindstrom	Director	April 12, 2007
/s/ John L. Piotrowski John L. Piotrowski	Director	April 12, 2007
John D. Poe	Director
/s/ James T. Schraith James T. Schraith	Director	April 12, 2007

EXHIBIT INDEX

Exhibit
4.1	Long-Term Stock Incentive Plan, as amended and restated, incorporated by reference from Exhibit 10.6 to the Company’s Form 10-K for its fiscal year ended January 28, 2007, filed with the Commission on April 13, 2007.
5.1	Opinion and Consent of Paul, Hastings, Janofsky & Walker LLP as to legality of securities being registered.
23.1	Consent of independent registered public accounting firm.
23.2	Consent of Paul, Hastings, Janofsky & Walker LLP is contained in Exhibit 5.
24.1	Power of Attorney (included herein on the signature page).

EX-5 2 ex5-1.htm EX. 5.1: OPINION OF PAUL HASTINGS

Exhibit 5.1

Paul, Hastings, Janofsky & Walker LLP

515 South Flower Street, 25th Floor, Los Angeles, CA 90071-2228

telephone 213-683-6000 / facsimile 213-627-0705 / internet www.paulhastings.com

April 13, 2007

Semtech Corporation

200 Flynn Road

Camarillo, California 93012

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 3,097,800 shares of its common stock, $.01 par value (the “Shares”), upon the exercise of stock options or awards granted pursuant to the Company’s Long-Term Stock Incentive Plan (the “Plan”).

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 (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 (including all applicable provisions of the Delaware Constitution and all reported judicial decisions interpreting such law), as in effect as of the date hereof.

This opinion has been prepared for your use in connection with the Registration Statement and may not be relied upon for any other purpose. This opinion speaks as of the date hereof. We assume no obligation to advise you of any change in the foregoing subsequent to the effectiveness of the Registration Statement even though the change may affect the legal analysis or a legal conclusion or other matters in this opinion.

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 3 ex23-1.htm EX. 23.1: CONSENT OF ERNST & YOUNG LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Long-Term Stock Incentive Plan of Semtech Corporation of our reports dated April 10, 2007, with respect to the consolidated financial statements and financial statement schedule of Semtech Corporation included in its Annual Report (Form 10-K) for the year ended January 28, 2007, Semtech Corporation management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Semtech Corporation, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Woodland Hills, California

April 10, 2007