-----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, MSFXWZGL0DkuHdlog03boTUI/4cz6DuqbX6KudyJ/THqeAiIa408C/xF4EEUgc6W N1t+sWIUa5ihxxmLMyCy4Q== 0000093384-05-000019.txt : 20050624 0000093384-05-000019.hdr.sgml : 20050624 20050624073128 ACCESSION NUMBER: 0000093384-05-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050624 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050624 DATE AS OF CHANGE: 20050624 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: 05913630 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 form8k_june24pr.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): June 22, 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers SMSC has been advised that William D. Shovers, Senior Vice President and Chief Financial Officer of SMSC, received a "Wells Notice" from the staff of the Securities and Exchange Commission (the "SEC") in connection with its investigation concerning Hayes Lemmerz International, Inc., where Mr. Shovers previously served as Chief Financial Officer. The matters referenced in the notice do not relate to SMSC or Mr. Shovers' employment by SMSC. Mr. Shovers will have an opportunity to respond to the SEC staff before any formal recommendation is made, and Mr. Shovers has advised SMSC that he intends to cooperate with the SEC staff in an effort to resolve the matter. On June 22, 2005, Mr. Shovers requested, and SMSC agreed, that Mr. Shovers be relieved of his position as Chief Financial Officer of SMSC pending disposition of the SEC matter. Mr. Shovers will continue to be employed by SMSC in a finance and corporate development capacity. The Board of Directors of SMSC appointed Andrew M. Caggia, a Senior Vice President, Director and the former Chief Financial Officer of SMSC, to serve as acting Chief Financial Officer, effective June 23, 2005. The actions described in this item have been announced in a press release dated June 24, 2005. The release is attached hereto as Exhibit 99.1. The information required by Item 5.02(c)(2) of Form 8-K with respect to Mr. Caggia is set forth in SMSC's proxy statement on Schedule 14A, as filed with the SEC on June 24, 2005, and is incorporated herein by reference. Item 9.01 - Financial Statements and Exhibits (c) Exhibits 99.1 - SMSC press release dated June 24, 2005. ------------------------------------------- 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: June 24, 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 99.1 SMSC press release dated June 24, 2005 EX-99.1 2 exhibit_99-1.txt Exhibit 99.1 SMSC ANNOUNCES MANAGEMENT CHANGE Hauppauge, NY - June 24, 2005 - SMSC (Nasdaq: SMSC) today announced that it has been advised that William D. Shovers, Senior Vice President and Chief Financial Officer, received a "Wells Notice" from the staff of the Securities and Exchange Commission (SEC) in connection with its investigation concerning Hayes Lemmerz International, Inc., where Mr. Shovers previously served as Chief Financial Officer. The matters referenced in the notice do not relate to SMSC or Mr. Shovers' employment by SMSC. Mr. Shovers will have an opportunity to respond to the SEC staff before any formal recommendation is made, and he has advised the Company that he intends to cooperate with the SEC staff in an effort to resolve the matter. In addition, Mr. Shovers requested, and SMSC agreed, that he be relieved of his position as Chief Financial Officer pending disposition of the SEC matter. He will continue to be employed by the Company in a finance and corporate development capacity. SMSC's Board of Directors has appointed Andrew M. Caggia, a Senior Vice President and Director and the former Chief Financial Officer of the Company, to serve as acting Chief Financial Officer. About SMSC: Many of the world's most successful global technology companies rely upon SMSC as a go-to resource for semiconductor system solutions that span analog, digital and mixed-signal technologies. Leveraging substantial intellectual property, integration expertise and a comprehensive global infrastructure, SMSC solves design challenges and delivers performance, space, cost and time-to-market advantages to its customers. SMSC's application focus targets key vertical markets including mobile and desktop PCs, servers, consumer electronics, automotive infotainment and industrial applications. The Company has developed leadership positions in its select markets by providing application specific solutions such as mixed-signal PC system controllers, non-PCI Ethernet, ARCNET, MOST, Hi-Speed USB and other high-speed serial communications. SMSC is headquartered in Hauppauge, New York with operations in North America, Taiwan, Japan, Korea, China and Europe. Engineering design centers are located in Arizona, New York, Texas and Karlsruhe, Germany. Additional information is available at www.smsc.com. Forward Looking Statements: Except for historical information contained herein, the matters discussed in this announcement are forward-looking statements about expected future events and financial and operating results that involve risks and uncertainties. These include the timely development and market acceptance of new products; the impact of competitive products and pricing; the effect of changing economic conditions in domestic and international markets; changes in customer order patterns, including loss of key customers or distributors, order cancellations or reduced bookings; and excess or obsolete inventory and variations in inventory valuation, among others. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations and may not reflect the potential impact of any future acquisitions, mergers or divestitures. SMSC competes in the semiconductor industry, which has historically been characterized by intense competition, rapid technological change, cyclical market patterns, price erosion and periods of mismatched supply and demand. In addition, sales of many of the Company's products depend largely on sales of personal computers and peripheral devices, as well as general industry and market conditions. Reductions in the rate of growth of the PC, consumer electronics, embedded or automotive markets could adversely affect its operating results. SMSC conducts business outside the United States and is subject to tariff and import regulations and currency fluctuations, which may have an effect on its business. All forward-looking statements speak only as of the date hereof and are based upon the information available to SMSC at this time. Such information is subject to change, and the Company may not necessarily inform, or be required to inform, investors of such changes. These and other risks and uncertainties, including potential liability resulting from pending or future litigation, are detailed from time to time in the Company's reports filed with the SEC. Investors are advised to read the Company's Annual Report on Form 10-K and quarterly reports on Form 10-Q filed with the Securities and Exchange Commission, particularly those sections entitled "Other Factors That May Affect Future Operating Results" for a more complete discussion of these and other risks and uncertainties. SMSC is a registered trademark of Standard Microsystems Corporation. Product names and company names are trademarks of their respective holders. Contact: Carolynne Borders Director of Corporate Communications SMSC Phone: 631-435-6626 Fax: 631-273-5550 carolynne.borders@smsc.com -----END PRIVACY-ENHANCED MESSAGE-----