S-8

As filed with the Securities and Exchange Commission on July 10, 2008

Registration No. 33-      

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) 435-6000

(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) 435-6000

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

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	Registered (1)		Share		Offering Price		Fee
2005 Inducement Stock Option and Restricted Stock Plan	Common Stock, par
	value $.10 per share		500,000 (2)		$27.36		13,680,000		$537.62
Total			500,000				13,680,000		$537.62

(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)	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 July 9, 2008 as reported on the NASDAQ.

TABLE OF CONTENTS

	PART II
	Item 8. Exhibits
SIGNATURES
EXHIBIT INDEX
Opinion of Cleary Gottlieb Steon & Hamilton LLP
Consent of PricewaterhouseCoopers LLP
Power of Attorney

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

The additional shares to be registered by this Registration Statement are of the same class as those securities covered by the Registrant’s previously filed registration statements on Form S-8 filed on October 6, 2006, file number 333-137896, and July 19, 2005, file number 333-126702 (the “Prior Registration Statements”). This Registration Statement is being filed pursuant to General Instruction (E) to Form S-8 for the purposes of effecting the registration under the Securities Act of an additional 500,000 Shares pursuant to awards to be granted under the Plan. Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference.

Item 8. Exhibits

     The exhibits listed in the Exhibit Index are filed with or incorporated by reference as a part of this Registration Statement.

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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 Hauppauge, New York on this 10th day of July, 2008.

STANDARD MICROSYSTEMS CORPORATION
(Registrant)
By:	/s/ Steven J. Bilodeau
	STEVEN J. BILODEAU, President and Chief Executive 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)	July 10, 2008
/s/ Joseph S. Durko Vice President, Corporate Controller and Chief Accounting Officer (Principal Financial and Accounting Officer)	July 10, 2008
/s/ Timothy P. Craig Timothy P. Craig Director	July 10, 2008
/s/ Peter F. Dicks Peter F. Dicks Director	July 10, 2008
/s/ James A. Donahue James A. Donahue Director	July 10, 2008
/s/ Ivan T. Frisch Ivan T. Frisch Director	July 10, 2008
/s/ Andrew M. Caggia Andrew M. Caggia Director	July 10, 2008
/s/ Stephen C. McCluski Stephen C. McCluski Director	July 10, 2008

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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	Amendment to the Plan.	Incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on April 30, 2008.
4.3	Certificate of Incorporation of Standard Microsystems Corporation, as amended and restated	Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q for the fiscal quarter ended August 31, 2006
4.4	Amended and Restated By-Laws of Standard Microsystems Corporation	Incorporated by reference to Exhibit 3.2 to Registrant’s Form 10-Q filed on September 25, 2007
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

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EX-5.1

Exhibit No. 5.1

Writer’s Direct Dial: (212) 225-2994
E-Mail: rraymond@cgsh.com

July 10, 2008     

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 500,000 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”).

          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 July 9, 2008 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 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.

          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 April 29, 2008 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the 2008 Annual Report to Shareholders, which is incorporated by reference in Standard Microsystem Corporation’s Annual Report on Form 10-K for the year ended February 29, 2008. We also consent to the incorporation by reference of our report dated April 29, 2008 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K.

PricewaterhouseCoopers LLP

New York, NY
July 10, 2008

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)	July 10, 2008
/s/ Joseph S. Durko Joseph S. Durko	Vice President, Corporate Controller and Chief Accounting Officer (Principal Financial and Accounting Officer)	July 10, 2008
/s/ Andrew M. Caggia Andrew M. Caggia	Director	July 10, 2008
/s/ Timothy P. Craig Timothy P. Craig	Director	July 10, 2008
/s/ Peter F. Dicks Peter F. Dicks	Director	July 10, 2008
/s/ James A. Donahue James A. Donahue	Director	July 10, 2008
/s/ Ivan T. Frisch Ivan T. Frisch	Director	July 10, 2008
/s/ Stephen C. McCluski Stephen C. McCluski	Director	July 10, 2008