UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  o

Filed by a Party other than the Registrant  þ

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o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o Definitive Proxy Statement

o Definitive Additional Materials

þ Soliciting Material Pursuant to §240.14a-12

Standard Microsystems Corporation

(Name of Registrant as Specified In Its Charter)

Microchip Technology Incorporated

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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 Filed by Microchip Technology Incorporated

Pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Subject Company: Standard Microsystems Corporation

Commission File No.: 000-07422

Microchip Technology Incorporated plans to use the following materials in one or more presentations to the employees of Standard Microsystems Corporation (SMSC) in connection with Microchip's acquisition of SMSC. Such materials may also be made available to such employees in electronic or paper form.