S-8

As filed with the Securities and Exchange Commission on October 6, 2006
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

STANDARD MICROSYSTEMS CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)

11-2234952
(I.R.S. Employer Identification No.)

80 Arkay Drive
Hauppauge, New York 11788
(631) 434-2904

(Address, including zip code, and telephone number of registrant’s principal executive offices)

2005 Inducement Stock Option and Restricted Stock Plan

(Full Title of the Plan)

Standard Microsystems Corporation

80 Arkay Drive

Hauppauge, New York 11788

(631) 434-2904

(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

with copies to:
Robert J. Raymond, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, NY 10006
(212) 225-2000

CALCULATION OF REGISTRATION FEE

	Title of Securities	Amount			Proposed Maximum		Proposed Maximum		Amount of
	to be	to be			Offering Price Per		Aggregate Offering		Registration
Name of Plan	Registered (2)	Registered (1)			Share (2)		Offering Price		Fee (2)
2005 Inducement Stock Option and Restricted Stock Plan	Common Stock, par value $.10 per share		30,000	(3)	$	25.38		$761,400		$81.47
2005 Inducement Stock Option and Restricted Stock Plan	Common Stock, par value $.10 per share		263,400	(3)	$	30.91	$	8,141,694	$	871.16
2005 Inducement Stock Option and Restricted Stock Plan	Common Stock, par value $.10 per share		135,500	(3)	$	32.83	$	4,448,465	$	475.99
2005 Inducement Stock Option and Restricted Stock Plan	Common Stock, par value $.10 per share		40,000	(3)	$	26.55	$	1,062,000	$	113.63
2005 Inducement Stock Option and Restricted Stock Plan	Common Stock, par value $.10 per share		91,350	(3)	$	22.23	$	2,030,711	$	217.29
2005 Inducement Stock Option and Restricted Stock Plan	Common Stock, par value $.10 per share		8,500	(3)	$	24.90	$	211,650	$	22.65
2005 Inducement Stock Option and Restricted Stock Plan	Common Stock, par value $.10 per share		120,000	(3)	$	28.10	$	3,372,000	$	360.80
2005 Inducement Stock Option and Restricted Stock Plan	Common Stock, par value $.10 per share		61,250	(4)	$	27.97	$	1,712,856	$	183.28
Total			750,000				$	21,740,776	$	2,320.26

(1)	Consists of shares of common stock (the “Shares”) of Standard Microsystems Corporation (the “Registrant” or the “Corporation”) to be made available pursuant to the 2005 Inducement Stock Option and Restricted Stock Plan (the “Plan”). Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also registers such indeterminate number of Shares that may be necessary to adjust the number of Shares reserved for issuance pursuant to the Plan as a result of stock splits, stock dividends, recapitalization or similar adjustments or transactions affecting the outstanding Shares of the Registrant.
(2)	Includes the rights (the “Rights”) attached to each Share pursuant to the Rights Agreement with ChaseMellon Shareholder Services L.L.C., as Rights Agent, dated January 7, 1998, as amended by Amendment No. 1 dated January 23, 2001, and as further amended by Amendment No. 2 dated April 9, 2002. Until the occurrence of certain prescribed events, the Rights are not exercisable, are evidenced by the certificates representing the Shares and may be transferred only together with the Shares.
(3)	With respect to Shares covered by stock options and stock awards granted prior to the filing of this Registration Statement, calculated pursuant to Rule 457(h) under the Securities Act, based upon the price at which the stock options may be exercised or the stock awards were granted.
(4)	With respect to Shares subject to future grant, estimated solely for the purpose of determining the amount of registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act, and based upon the average of the high and low prices of the Shares on October 4, 2006, as reported on the NASDAQ.

TABLE OF CONTENTS

PART II
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption From Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
Opinion of Cleary, Gottlieb, Steen & Hamilton, LLP
Consent of PricewaterhouseCoopers LLP
Power of Attorney

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The Registrant will send or give the documents containing the information specified in Part I of Form S-8 to employees as specified by the Securities and Exchange Commission Rule 428(b)(1) under the Securities Act. The Registrant does not need to file these documents with the Securities and Exchange Commission either as part of this registration statement or as prospectuses or prospectus supplements under Rule 424 of the Securities Act.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents, which previously have been filed by the Registrant with the Securities and Exchange Commission (the “Commission”), are incorporated herein by reference and made a part hereof:

     (i) The Registrant’s annual report on Form 10-K for the fiscal year ended February 28, 2006 (the “Annual Report”), filed with the Commission on May 15, 2006;

     (ii) The description of the Shares contained in the Registrant’s Registration Statement on Form 8-A, filed September 21, 1973, Registration Statement on Form 8-A, filed January 12, 1989, and Registration Statement on Form 8-A filed January 15, 1998, File No. 0-7422; and

     (iii) All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report.

     All reports and other documents filed by the Corporation pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment hereto, which indicates that all securities offered hereunder have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

     For purposes of this Registration Statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such document or such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Nothing in this registration statement shall be deemed to incorporate information furnished but not filed with the Commission.

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law provides generally that a corporation shall have the power to indemnify any person sued or threatened to be sued as a director, officer, employee or agent of the corporation, or of another corporation if that person is serving at the request of the indemnifying corporation, in non-derivative suits for expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement if the person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the indemnifying corporation. In the case of criminal actions and proceedings, the person must also have had no reasonable cause to believe his conduct was unlawful. Indemnification of expenses, actually and reasonably incurred in connection with the defense or settlement of the action is authorized in stockholder derivative suits where the person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the indemnifying corporation and so long as he had not been found liable to the indemnifying corporation. Even in this latter instance, the court may determine that in view of all the circumstances the person is entitled to indemnification for the expenses that the court deems proper. A person sued as a director or officer of a corporation who has been successful in defense of the action must be indemnified by the corporation against expenses.

     The Registrant’s By-laws include the indemnification provisions excerpted below:

     4. (a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful....

         (b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

         In addition, on November 21, 2005 the Corporation entered into indemnity agreements (each an “(Indemnity Agreement”) with the following directors and officers (each an Indemnitee and collectively the “Indemnitees”):

Steven J. Bilodeau, Chairman, CEO and President
Robert M. Brill, Director (Mr. Brill ceased being a Director on July 11, 2006)
Andrew M. Caggia, Senior Vice President and Director (Mr. Caggia retired as a Senior Vice President on September 5, 2006)
Timothy P. Craig, Director
Peter F. Dicks, Director
James A. Donahue, Director
Ivan T. Frisch, Director
Eric M. Nowling, Vice President, Controller, and Chief Accounting Officer (Mr. Nowling resigned from the Corporation on April 25, 2006)
Walter Siegel, Vice President and General Counsel
David Smith, Senior Vice President and Chief Financial Officer

On March 27, 2006 the Corporation also entered into an Indemnity Agreement with Joseph S. Durko, Vice President, Controller and Chief Accounting Officer.

The Indemnity Agreement describes the substantive and procedural rights of the above individuals to seek indemnity from the Corporation in the event any of them is or will be involved as a party or otherwise to a legal proceeding because any of them is or was a director or officer of SMSC. The Indemnity Agreement generally provides that the Indemnitees will be indemnified to the fullest extent permitted by applicable law. The Agreement generally excludes from its indemnification provisions proceedings initiated against SMSC by the Indemnitee. This description of the Indemnity Agreement is qualified in its entirety by the form of the Indemnity Agreement, which is an exhibit to the Registrant’s 8-k filed on November 23, 2005.

         The Registrant maintains directors’ and officers’ liability insurance for all its directors and officers.

         In addition, under the Plan, any member of the committee responsible for the administration of the Plan is indemnified to the fullest extent permitted by law with respect to any action taken, or determination made, in good faith in connection with the Plan.

Item 7. Exemption From Registration Claimed

         Not applicable.

Item 8. Exhibits

         The exhibits listed in the Exhibit Index are filed as a part of this Registration Statement.

Item 9. Undertakings

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

     (i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

     (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement.

     (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

          (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment any of the securities being offered which remain unsold at the
termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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 New York, New York on this 6th day of October, 2006.

STANDARD MICROSYSTEMS CORPORATION                        (Registrant)
By:	/s/ David S. Smith
	DAVID S. SMITH, Senior Vice President and
	Chief Financial Officer (Principal Financial Officer)

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated.

Signature and Title	Date
/s/ Steven J. Bilodeau Steven J. Bilodeau Chairman, President and Chief Executive Officer (Principal Executive Officer)	October 6, 2006
/s/ David S. Smith David S. Smith Senior Vice President and Chief Financial Officer (Principal Financial Officer)	October 6, 2006
/s/ Timothy P. Craig Timothy P. Craig Director	October 6, 2006
/s/ Peter F. Dicks Peter F. Dicks Director	October 6, 2006
/s/ James A. Donahue James A. Donahue Director	October 6, 2006
/s/ Ivan T. Frisch Ivan T. Frisch Director	October 6, 2006
/s/ Andrew M. Caggia Andrew M. Caggia Director	October 6, 2006
/s/ Joseph S. Durko Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)	October 6, 2006

EXHIBIT INDEX

Exhibit No.	Description	Method of Filing
4.1	2005 Inducement Stock Option and Restricted Stock Plan as Amended on September 9, 2005	Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on October 26, 2005
4.2	Certificate of Incorporation of Standard Microsystems Corporation, as amended on July 12, 2006	Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q for the fiscal quarter ended August 31, 2006 filed on October 6, 2006
4.3	By-Laws of Standard Microsystems Corporation, as amended and restated	Incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed on April 10, 2002
4.4	Rights Agreement with ChaseMellon Shareholder Services L.L.C., as Rights Agent, dated January 7, 1998	Incorporated by reference to Exhibit 1 to the registrant’s Registration Statement on Form 8-A filed January 15, 1998
4.5	Amendment No. 1 to Rights Agreement with ChaseMellon Shareholder Services L.L.C., as Rights Agent, dated January 23, 2001	Incorporated by reference to Exhibit 4.2 to the registrant’s Form 10-K for the fiscal year ended February 28, 2001
4.6	Amendment No. 2 to Rights Agreement with ChaseMellon Shareholder Services L.L.C., as Rights Agent, dated April 9, 2002	Incorporated by reference to Exhibit 3 to the registrant’s Registration Statement on Form 8-A/A filed April 10, 2002
5.1	Opinion of Cleary, Gottlieb, Steen & Hamilton, LLP as to legality of securities being registered	Filed herewith
23.1	Consent of PricewaterhouseCoopers LLP	Filed herewith
23.2	Consent of Cleary, Gottlieb, Steen & Hamilton, LLP	Included in Exhibit 5.1
24.1	Power of Attorney	Filed herewith

EX-5.1

Exhibit No. 5.1

Writer’s Direct Dial: (212) 225-2994

E-Mail: rraymond@cgsh.com

October 6, 2006

Standard Microsystems Corporation
80 Arkay Drive
Hauppauge, New York 11788

Re: Standard Microsystems Corporation Registration Statement on Form S-8

Ladies and Gentlemen:

     We have acted as counsel to Standard Microsystems Corporation, a Delaware corporation (the “Company”), in connection with a registration statement on Form S-8 (the “Registration Statement”) to be filed today with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), for the registration of 750,000 shares of the Company’s common stock, par value $0.10 per share (the “Shares”), to be issued under the Company’s 2005 Inducement Stock Option and Restricted Stock Plan (the “Plan” and the related Series A Participating Preferred Stock purchase rights (the “Rights”) to be issued pursuant to the Rights Agreement (the “Rights Agreement”) dated as of January 7, 1998, between the Company and the Rights Agent named therein, as amended by Amendment No. 1 dated January 23, 2001, and as further amended by Amendment No. 2 dated April 9, 2002.

     We have participated in the preparation of the Registration Statement and have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below. We have further received a letter dated October 6, 2006 from Walter Siegel, General Counsel of the Company, representing to us that the Company has available for issuance a sufficient number of authorized shares to deliver the Shares under the Plan, and are relying on such representation.

     In rendering the opinions expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.

     Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that:

     1. The Shares have been duly authorized by all necessary corporate action of the Company and, when issued in accordance with the terms of the Plan, at prices in excess of the par value thereof, will be validly issued, fully paid and nonassessable.

     2. Upon issuance of the Shares in accordance with the terms of the Plan, at prices in excess of the par value thereof, the Rights associated
with the Shares will be validly issued.

     The foregoing opinions are limited to the General Corporation Law of the State of Delaware.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this exhibit.

Very truly yours,
CLEARY GOTTLIEB STEEN & HAMILTON LLP
By:	/s/ Robert J. Raymond
	Robert J. Raymond, a partner

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated May 15, 2006 relating to the consolidated financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in the 2006 Annual Report to Shareholders of Standard Microsystems Corporation, which is incorporated by reference in Standard Microsystems Corporation’s Annual Report on Form 10-K for the year ended February 28, 2006. We also consent to the incorporation by reference of our report dated May 15, 2006 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K.

/s/ PricewaterhouseCoopers LLP

New York, NY
October 6, 2006

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

Each person whose signature appears below on this Registration Statement hereby constitutes and appoints each of Walter Siegel and Michael LaBosco with full power to act without the other, 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 (unless revoked in writing) to sign any and all amendments (including post-effective amendments thereto) to this Registration Statement to which this power of attorney is attached, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Power of Attorney has been signed by each of the following persons in the capacities indicated, on the date indicated below.

Signature	Title	Date
/s/ Steven J. Bilodeau Steven J. Bilodeau	Chairman, President and Chief Executive Officer (Principal Executive Officer)	October 6, 2006
/s/ David S. Smith David S. Smith	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	October 6, 2006
/s/ Andrew M. Caggia Andrew M. Caggia	Director	October 6, 2006
/s/ Timothy P. Craig Timothy P. Craig	Director	October 6, 2006
/s/ Peter F. Dicks Peter F. Dicks	Director	October 6, 2006
/s/ James A. Donahue James A. Donahue	Director	October 6, 2006
/s/ Ivan T. Frisch Ivan T. Frisch	Director	October 6, 2006
/s/ Joseph S. Durko Joseph S. Durko	Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)	October 6, 2006