SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 8, 2003
Standard Microsystems Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-7422 11-2234952
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(State or Other Jurisdiction (Commission Fil (IRS Employer
of Incorporation) Number) Identification No.)
80 Arkay Drive, Hauppauge, New York 11788
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (631) 435-6000
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On September 8, 2003, Standard Microsystems Corporation (the "Company") and
Intel Corporation ("Intel") announced that they have enhanced their intellectual
property and business relationship. Among other things, both companies have
agreed to collaborate on future Super Input/Output parts and sensors for use on
Intel(R) Pentium(R) 4 Processor-based Platforms. Intel has also agreed to use
SMSC components on current and future generations of Intel Pentium 4
Processor-based Motherboards. In addition, the Company has agreed to limit its
rights under its 1987 patent cross-license with Intel to manufacture and sell
Northbridges and Intel Architecture Microprocessors on behalf of third parties.
The companies also terminated the Investor Rights Agreement, dated as of March
18, 1997, between them, under which Intel had certain information, corporate
governance and other rights with respect to the activities of the Company.
In respect of the new relationship, Intel will pay to the Company an aggregate
amount of $75 million, of which $20 million will be paid in the third quarter of
the Company's 2004 fiscal year, $10 million will be paid in each of calendar
years 2004 and 2005, $11 million will be paid in calendar year 2006 and $12
million will be paid in each of calendar years 2007 and 2008. Such amounts are
payable in equal quarterly installments within each calendar year, and are
subject to possible reduction, in a manner and to an extent to be agreed by the
parties, based upon the companies' collaboration and sales, facilitated by
Intel, of certain future new products by the Company.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
The following exhibit is filed as part of this report.
Exhibit No. Description of Exhibit
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99.1 Press Release, dated September 8, 2003.
SIGNATURES
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Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereto duly authorized.
STANDARD MICROSYSTEMS CORPORATION
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(Registrant)
Date: September 8, 2003 By: /s/ ANDREW M. CAGGIA
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Andrew M. Caggia
Senior Vice President and
Chief Financial Officer,
and Director
(Principal Financial Officer)
INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press release, dated September 8, 2003.
Exhibit 99.1
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SMSC AND INTEL ENHANCE BUSINESS RELATIONSHIP
Hauppauge, NY and Santa Clara, CA - September 8, 2003 - Standard Microsystems
Corporation (Nasdaq: SMSC) and Intel Corporation announced that they have
enhanced their intellectual property and business relationship. Both companies
have agreed to collaborate on future Super Input/Output parts and sensors for
use on Intel Pentium(R) 4 Processor-based Platforms. Intel has also agreed to
use SMSC components on current and future generations of Intel Pentium 4
Processor-based Motherboards.
About SMSC:
SMSC provides Real World Connectivity(TM) solutions for high-speed communication
and computing applications. Leveraging a broad intellectual property portfolio,
the Company thrives at the intersection of software, silicon and customized OEM
applications. Through the integration of its leading-edge digital, mixed-signal
and analog functionality and software expertise, SMSC delivers complete
solutions that monitor and manage computing systems and connect peripherals to
computers and to one another.
The Company is the world's leading provider of Advanced Input/Output (I/O)
hardware and software solutions ranging from legacy PC I/O to leading-edge
system management functionality. Through high-speed serial interfaces, including
USB 2.0 and embedded Ethernet, SMSC delivers faster and higher-bandwidth
peripheral connections for a wide range of products such as memory card readers,
mass storage devices, digital cameras and keyboards and enables innovative
high-speed networking functionality for consumer electronics, set-top boxes,
printers, car navigation systems, cellular base stations, and more.
SMSC, a fabless semiconductor supplier, is based in Hauppauge, New York and
maintains offices worldwide, including locations in North America, Taiwan,
Japan, Korea, China and Europe. SMSC operates engineering design centers in
Phoenix, AZ, Tucson, AZ, Hauppauge, NY and Austin, TX. More information about
the Company is available on the World Wide Web at http://www.smsc.com.
Standard Microsystems and SMSC are registered trademarks, and Real World
Connectivity is a trademark, of Standard Microsystems Corporation. Product names
and company names are trademarks of their respective holders.
About Intel:
Intel, the world's largest chip maker, is also a leading manufacturer of
computer, networking and communications products. Additional information about
Intel is available at www.intel.com/pressroom.
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
include the timely development and market acceptance of new products; the impact
of competitive products and pricing; the effect of changing economic conditions
in domestic and international markets; changes in customer order patterns,
including loss of key customers, order cancellations or reduced bookings; and
excess or obsolete inventory and variations in inventory valuation, among
others. Such 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.
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. In
addition, sales of many of the Company's products depend largely on sales of
personal computers and peripheral devices, and reductions in the rate of growth
of the PC and Embedded markets could adversely affect its operating results.
SMSC conducts business outside the United States and is subject to tariff and
import regulations and currency fluctuations, which may have an effect on its
business. All forward-looking statements speak only as of the date hereof and
are based upon the information available to SMSC at this time. Such information
is subject to change, and we will not necessarily inform you of such changes,
except as required by law. 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"
for a more complete discussion of these and other risks and uncertainties.
Contact at SMSC: Contact at Intel:
Carolynne Borders Chuck Mulloy
Director of Corporate Communications Intel Public Relations
Standard Microsystems Corporation Intel Corporation
Phone: 631-435-6626 Phone: 408-765-3484
carolynne.borders@smsc.com chuck.mulloy@intel.com