8-K

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): July 10, 2012

STANDARD MICROSYSTEMS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of

Incorporation)

0-7422	11-2234952
(Commission File Number)	(IRS Employer 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)

Not Applicable

(Former Name or Former Address, 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07. Submission of Matters to a Vote of Security Holders.

On July 10, 2012, Standard Microsystems Corporation (“SMSC” or the “Company”) held a special meeting of stockholders (the “Special Meeting”).

The following matters were submitted to a vote of the Company’s stockholders at the Special Meeting: (i) a proposal to adopt the Agreement and Plan of Merger, dated as of May 1, 2012, by and among Microchip Technology Incorporated, Microchip Technology Management Co., a wholly owned subsidiary of Microchip Technology Incorporated, and the Company, as it may be amended from time to time; (ii) a proposal to approve any motion to adjourn the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of such adjournment to adopt the merger agreement; and (iii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to SMSC’s named executive officers in connection with the merger, including the agreements and understandings pursuant to which such compensation may be paid or become payable.  These proposals are described in more detail in the definitive proxy statement, dated May 31, 2012, filed by SMSC on May 31, 2012.  The number of shares of SMSC common stock outstanding and eligible to vote as of the record date for the Special Meeting, May 30, 2012, was 23,059,887.

 Each of the matters submitted to a vote of the Company’s stockholders at the Special Meeting was approved by the requisite vote of the Company’s stockholders.  Set forth below is the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter:

PROPOSAL	FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
To adopt the Agreement and Plan of Merger		17,587,576		79,617		1,437		–
To adjourn the Special Meeting, if necessary, to solicit additional proxies		16,245,137		1,418,957		4,536		–
To approve, on an advisory (non-binding) basis, compensation that may be paid to SMSC’s named executive officers in connection with the merger		12,137,761		4,040,508		1,490,361		–

Item 8.01. Other Events.

On July 10, 2012, the Company issued a press release announcing the adoption of the merger agreement.  A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT NUMBER	DESCRIPTION
99.1	Press Release, dated July 10, 2012, issued by Standard Microsystems Corporation.

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
Date: July 10, 2012	By:	/s/ Kris Sennesael
		Name:	Kris Sennesael
		Title:	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
99.1	Press Release, dated July 10, 2012, issued by Standard Microsystems Corporation.

EX-99.1

EXHIBIT 99.1

SMSC Stockholders Approve Merger with Microchip

Hauppauge, New York, July 10, 2012 – SMSC (NASDAQ: SMSC), a leading semiconductor company enabling content rich connectivity systems, today announced that its stockholders have voted to approve the acquisition of SMSC by Microchip Technology Incorporated (NASDAQ: MCHP), a leading provider of microcontroller, analog and Flash-IP solutions.

According to the final tally of shares voted, 17,587,576 shares of SMSC common stock voted in favor of the adoption of the acquisition agreement, which represented approximately 99.5 percent of the shares voting at today’s special meeting and approximately 76.3 percent of the shares of SMSC common stock outstanding and eligible to vote as of the May 30, 2012 record date for the special meeting.

Under terms of the acquisition agreement, dated May 1, 2012, Microchip will acquire SMSC in an all-cash transaction and SMSC stockholders will receive $37.00 per share in cash for each share of common stock they hold.  As a result of the acquisition, SMSC will become a wholly owned subsidiary of Microchip and SMSC common stock will cease to be listed on the NASDAQ Global Select Market.  The acquisition is expected to be completed in the third quarter of calendar 2012, subject to antitrust clearance in China and other customary closing conditions.

Forward Looking Statements

Information set forth in this press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are subject to a number of business, economic, legal and other risks that are inherently uncertain and difficult to predict, including, but not limited to: the actual timing of the closing of the acquisition, the satisfaction of the conditions to closing in the acquisition agreement and any termination of the acquisition agreement.  For a detailed discussion of these and other risk factors, please refer to the SEC filings of SMSC including those on Forms 10-K, 10-Q and 8-K.  You can obtain copies of such filings and other relevant documents for free at SMSC’s website (www.smsc.com) or the SEC’s website (www.sec.gov) or from commercial document retrieval services.  Stockholders of SMSC are cautioned not to place undue reliance on the forward-looking statements in this press release, which speak only as of the date such statements are made.  SMSC does not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after this July 10, 2012 press release, or to reflect the occurrence of unanticipated events.

About SMSC

SMSC (NASDAQ: SMSC) is a leading developer of Smart Mixed-Signal Connectivity™ solutions.  SMSC employs a unique systems level approach that incorporates a broad set of technologies and intellectual property to deliver differentiating products to its customers.  SMSC is focused on delivering connectivity solutions that enable the proliferation of data in automobiles, consumer devices, PCs and other applications.  SMSC’s feature-rich products drive a number of industry standards and include USB, MOST® automotive networking, Kleer® and JukeBlox® wireless audio, embedded system control and analog solutions, including thermal management and RightTouch® capacitive sensing.  SMSC is headquartered in New York and has offices and research facilities in North America, Asia, Europe and India.  Additional information is available at www.smsc.com.

SMSC, MOST, Kleer and JukeBlox are registered trademarks and Smart Mixed-Signal Connectivity and RightTouch are trademarks of Standard Microsystems Corporation.

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Contact

Carolynne Borders

Vice President, Corporate Communications & Investor Relations

Phone: 631-435-6626

Email: carolynne.borders@smsc.com