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): January 6, 2009

STANDARD MICROSYSTEMS CORPORATION
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	0-7422	11-2234952
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
80 Arkay Drive, Hauppauge, New York		11788-3728
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 631 434-6300

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On January 6, 2009 the Board of Directors of the Registrant (the "Board") elected Dr. Kenneth Kin to the Board effective January 19, 2009. Dr. Kin will stand for re-election as a Director of the Registrant at the Registrant’s next annual meeting of shareholders.

There are no arrangements or understandings between Dr. Kin and any other person pursuant to which he was selected to serve on the Board. Dr. Kin previously retired as Senior Vice President, Taiwan Semiconductor Manufacturing Company, Ltd. (TSMC), where he had responsibility for global Sales, Services and Marketing. The Registrant purchased approximately $22.5 million worth of products from TSMC in its current fiscal year through November 30, 2008. Dr. Kin had no direct involvement in any of these purchases.

Dr. Kin will be an independent director under applicable standards and will also serve on the Governance Committee of the Registrant. Dr. Kin will receive the standard compensation granted to Directors of the Registrant. Dr. Kin will be granted 42,000 stock appreciation rights on January 19, 2009 which will vest over three years at a rate of one third of the amount granted on each yearly anniversary date of the date of grant, provided he continues to be a Director of the Registrant. Each Director of the Registrant also receives an annual retainer of $35,000 plus an annual retainer of $8,000 for each Committee on which they serve. Dr. Kin will also be eligible to participate in the Registrant’s Plan for Deferred Compensation in Common Stock for Outside Directors, previously disclosed as Exhibit 10.4 to the Registrant’s Form 10-Q filed on October 3, 2008 (the "Plan"). The Plan provides for deferred payment in shares of SMSC common stock, at the election of the Director, of 100% or 50% of such Director’s annual retainer and each chairperson or committee retainer to which the Director is entitled. Dr. Kin and the Registrant also intend to execute the Registrant’s standard Form of Inde mnity Agreement, previously described and disclosed as Exhibit 10.1 to the Form 8-k filed by the Registrant on November 23, 2005.

A copy of the Registrant’s press release announcing the election of Dr. Kin is furnished with this 8-k and attached as Exhibit 99.1. Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

( d ) Exhibits
99.1 Press Release dated January 6, 2009.

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
January 6, 2009	By:	/s/ Christine King
		Name: Christine King
		Title: Chief Executive Officer and President

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated January 6, 2009.

EX-99.1

Dr. Kenneth Kin Joins SMSC Board of Directors

Hauppauge, New York – January 6, 2009 – SMSC (Nasdaq: SMSC) today announced that Dr. Kenneth Kin, a veteran of the electronics and semiconductor industries, has been elected to the Company’s Board of Directors, effective January 19, 2009, subject to reelection at the 2009 Annual Meeting of Stockholders. Dr. Kin recently retired from his role as Senior Vice President, Taiwan Semiconductor Manufacturing Company, Ltd. (TSMC), where he had responsibility for global Sales, Services and Marketing. He has also held the role of Vice President, Worldwide Sales and Services of IBM Microelectronics, Vice President and Director of Operations for the Computer Group at Motorola Inc. and served in various Sales and Marketing roles for several other Asia Pacific companies in the computing and telecommunications markets.

“We are delighted to welcome Dr. Kin to the SMSC Board,” said Christine King, President & Chief Executive Officer of SMSC. “The Asia market has become one of SMSC’s most important centers of focus and design opportunity. Ken’s broad expertise in sales, marketing and global logistics strategy will bring a highly valuable perspective as we execute on our global growth initiatives and seek to drive economies of scale in our supply chain.”

“I am excited to join this esteemed group of directors,” said Dr. Kin. “SMSC has made great strides in building its global presence, particularly with Asian customers, and this offers a unique opportunity for me to contribute to the Company’s initiatives to profitably expand in the region.”

Dr. Kin graduated with a Ph.D. degree and an M.S. degree in Nuclear Engineering and Applied Physics from Columbia University in New York, and a B.S. degree from National Tsing Hua University in Taiwan.

Forward Looking Statements:
Except for historical information contained herein, the matters discussed in this announcement are forward-looking statements about expected future events and financial and operating results that involve risks and uncertainties. These uncertainties may cause our actual future results to be materially different from those discussed in forward-looking statements. Our risks and uncertainties include the timely development and market acceptance of new products; the impact of competitive products and pricing; our ability to procure capacity from our suppliers and the timely performance of their obligations; commodity prices; potential investment losses as a result of liquidity conditions; the effects of changing economic and political conditions in the market domestically and internationally and on our customers; our relationships with and dependence on customers and growth rates in the personal computer, consumer electronics and embedded and automotive markets and within our sales channel; changes in customer order patterns, including order cancellations or reduced bookings; the effects of tariff, import and currency regulation; potential or actual litigation; and excess or obsolete inventory and variations in inventory valuation, among others. In addition, SMSC competes in the semiconductor industry, which has historically been characterized by intense competition, rapid technological change, cyclical market patterns, price erosion and periods of mismatched supply and demand.

Our forward looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations and may not reflect the potential impact of any future acquisitions, mergers or divestitures. All forward-looking statements speak only as of the date hereof and are based upon the information available to SMSC at this time. Such statements are subject to change, and the Company does not undertake to update such statements, except to the extent required under applicable law and regulation. These and other risks and uncertainties, including potential liability resulting from pending or future litigation, are detailed from time to time in the Company’s reports filed with the SEC. Investors are advised to read the Company’s Annual Report on Form 10-K and quarterly reports on Form 10-Q filed with the Securities and Exchange Commission, particularly those sections entitled “Other Factors That May Affect Future Operating Results” or “Risk Factors” for a more complete discussion of these and other risks and uncertainties.

About SMSC:
Many of the world’s most successful global technology companies rely upon SMSC as a go-to resource for semiconductor system solutions that span analog, digital and mixed-signal technologies. Leveraging substantial intellectual property, integration expertise and a comprehensive global infrastructure, SMSC solves design challenges and delivers performance, space, cost and time-to-market advantages to its customers. SMSC’s application focus targets key vertical markets including consumer electronics, automotive infotainment, PC and industrial applications. The Company has developed leadership positions in its select markets by providing application specific solutions such as mixed-signal system controllers, non-PCI Ethernet, ARCNET, MOST^® and Hi-Speed USB.

SMSC is headquartered in Hauppauge, New York with operations in North America, Asia and Europe. Engineering design centers are located in Arizona, New York, Texas and Karlsruhe, Germany. Additional information is available at www.smsc.com.

SMSC and MOST are registered trademarks of Standard Microsystems Corporation.  

Contact:
Carolynne Borders
Director of Corporate Communications
Phone: 631-435-6626
Fax: 631-273-5550
carolynne.borders@smsc.com