Delaware | 11-2234952 | |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) |
Large Accelerated filer | ¨ | Accelerated filer | ý |
Non-accelerated filer | ¨ | Smaller Reporting Company | ¨ |
Deregistration of Securities | |
These Post-Effective Amendments (these “Post-Effective Amendments”) filed by Standard Microsystems Corporation, a Delaware Corporation (the “Company”), remove from registration all securities registered that remain unsold under the following registration statements (each, a “Registration Statement,” and collectively, the “Registration Statements”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”): | |
• | Registration Statement on Form S-8 (No. 333-108842), which was filed with the Commission on September 16, 2003, pertaining to the registration of 347,434 shares of common stock, $0.10 par value, of the Company (the “Common Stock”) relating to the 2002 Inducement Stock Option Plan and the registration of 250,000 shares of Common Stock relating to the 2003 Inducement Stock Option Plan. |
• | Registration Statement on Form S-8 (No. 333-126702), which was filed with the Commission on July 19, 2005, pertaining to the registration of an aggregate of 700,000 shares of Common Stock relating to the 2004 Inducement Stock Option Plan and the registration of an aggregate of 1,210,000 shares of Common Stock relating to the 2005 Inducement Stock Option and Restricted Stock Plan. |
• | Registration Statement on Form S-8 (No. 333-137896), which was filed with the Commission on October 6, 2006, pertaining to the registration of an aggregate of an additional 750,000 shares of Common Stock relating to the 2005 Inducement Stock Option and Restricted Stock Plan. |
• | Registration Statement on Form S-8 (No. 333-152248), which was filed with the Commission on July 10, 2008, pertaining to the registration of an of an additional 500,000 shares of Common Stock relating to the 2005 Inducement Stock Option and Restricted Stock Plan. |
• | Registration Statement on Form S-8 (No. 333-162449), which was filed with the Commission on October 13, 2009, pertaining to the registration of an aggregate of 5,344,576 shares of Common Stock relating to the 2009 Long Term Incentive Plan. |
• | Registration Statement on Form S-8 (No. 333-177183), which was filed with the Commission on October 5, 2011, pertaining to the registration of an of an additional 1,000,000 shares of Common Stock relating to the 2009 Long Term Incentive Plan. |
On May 1, 2012, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Microchip Technology Incorporated, a Delaware corporation (“Parent”) and Microchip Technology Management Co., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), providing for, among other things, the merger of Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving corporation, wholly owned by Parent. The Merger became effective on August 2, 2012 (the “Effective Time”), pursuant to a Certificate of Merger filed with the Secretary of State of the State of Delaware. As a result of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statements. The Company hereby removes from registration all securities registered under the Registration Statements that remain unsold as of the date of these Post-Effective Amendments. |
STANDARD MICROSYSTEMS CORPORATION |
By: /s/ Steve Sanghi |
Steve Sanghi, President and Chief Executive Officer |
Signature | Title | Date | ||
/s/ Steve Sanghi | President, Chief Executive Officer (Principal Executive Officer) and Director | August 10, 2012 | ||
Steve Sanghi | ||||
/s/ Ganesh Moorthy | Chief Operating Officer and Director | August 10, 2012 | ||
Ganesh Moorthy | ||||
/s/ Gordon W. Parnell | Vice President, Finance and IT, and Director | August 10, 2012 | ||
Gordon W. Parnell | ||||
/s/ J. Eric Bjornholt | Secretary, and Director | August 10, 2012 | ||
J. Eric Bjornholt | ||||
/s/ Kris Sennesael | Chief Financial Officer (Principal Financial and Accounting Officer) | August 10, 2012 | ||
Kris Sennesael | ||||