-----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, B5wJpu95MJb7/1KRQ5BCXpcEZ0g0dew7IPkNw+f2onKaV4HFUktZdGDqClob1ckM 1LnnzIgMud3kpWwtaKYdEg== 0000093384-05-000012.txt : 20050611 0000093384-05-000012.hdr.sgml : 20050611 20050527161820 ACCESSION NUMBER: 0000093384-05-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050527 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050527 DATE AS OF CHANGE: 20050527 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANDARD MICROSYSTEMS CORP CENTRAL INDEX KEY: 0000093384 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 112234952 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07422 FILM NUMBER: 05864210 BUSINESS ADDRESS: STREET 1: 80 ARKAY DRIVE CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 6314342904 MAIL ADDRESS: STREET 1: 80 ARKAY DR CITY: HAUPPAUGE STATE: NY ZIP: 11788 8-K 1 employmentagmt_amendment-8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 23, 2005 ------------------------------------ STANDARD MICROSYSTEMS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 0-7422 11-2234952 (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation) Number) Identification No.) 80 Arkay Drive, Hauppauge, New York 11788 (Address of principal executive offices) (Zip Code) (631) 435-6000 (Registrant's telephone number, including area code) N/A (Former name, former address and former fiscal year, 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: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 - Entry into a Material Definitive Agreement As of May 27, 2005, Standard Microsystems Corporation (SMSC) amended its employment agreement with Andrew M. Caggia, who, as disclosed in SMSC's Form 8-K filed on April 21, 2005, will retire as Chief Financial Officer on June 1, 2005 and will continue to be employed by SMSC in a part time capacity to ensure a smooth transition. A copy of the contract amendment is attached hereto as Exhibit 10.1. Item 9.01 - Financial Statements and Exhibits (c) Exhibits 10.1*- Amendment dated as of May 27, 2005 to Employment Agreement with Andrew M. Caggia, dated January 7, 2000, as previously amended. * Indicates a management contract or compensatory plan or arrangement. 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. STANDARD MICROSYSTEMS CORPORATION (Registrant) Date: May 27, 2005 By: /s/ ANDREW M. CAGGIA ------------------------------ Andrew M. Caggia Senior Vice President and Chief Financial Officer, and Director (Principal Financial Officer) ------------------------------------ Exhibit Index Exhibit No. Description 10.1* Amendment dated as of May 27, 2005 to Employment Agreement with Andrew M. Caggia, dated January 7, 2000, as previously amended. * Indicates a management contract or compensatory plan or arrangement. EX-10.1 2 contract_amendment.txt Exhibit 10.1 ------------ May 27, 2005 CONTRACT AMENDMENT This serves to amend the employment agreement executed on January 7, 2000 between SMSC and Andrew M. Caggia (Andy), as follows: o At Andy's request, he will be retiring from the role of CFO as of June 1, 2005. However, to insure an optimal transition with the new CFO, the company has requested that Andy remain on as a part time employee and retain the position of Senior Vice President until his full retirement. o Effective June 5, 2005, Andy will become a part time employee working 30 hours per week but with diminishing compensation and office attendance as follows: Time Period Days/week in office Annual salary rate -------------------- --------------------- --------------------- 06/05/05-01/15/06 Four $230,600 -------------------- --------------------- --------------------- 01/16/06-04/15/06 Three $172,950 -------------------- --------------------- --------------------- 04/16/06-09/05/06 On call $115,300 -------------------- --------------------- --------------------- o For FY06 Andy's bonus target will be proportionately reduced like his salary. Specifically, for FY06 the At-Plan bonus is $118,903 and the Strategic bonus is $59,452. Any bonus monies earned will be paid in cash. No bonus incentive will be provided for FY07, which begins 03/01/06. o Provided Andy provides the services specified herein SMSC's Board of Directors would accelerate the vesting of the unvested portion of 529 shares of restricted SMSC stock that were granted on June 17, 2004, as of 09/05/06. o SERP calculation will credit service thru 09/05/06 and use the salary in effect as of 05/31/05 for the period 06/01/05-09/05/06. o All other provisions of the employment agreement dated January 7, 2000 and any amendments thereto remain in effect until Andy's full retirement date, which will be September 5, 2006. As of that date, the above employment agreement and all amendments thereto, including this amendment, will be terminated. Agreed as of May 27, 2005. Agreed as of May 27, 2005. /s/ Andrew M. Caggia /s/ Steven J. Bilodeau ------------------------ --------------------------- Andrew M. Caggia Steven J. Bilodeau President and CEO, SMSC -----END PRIVACY-ENHANCED MESSAGE-----