As filed with the Securities and Exchange Commission on September 15, 2003
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) 434-2817
(Address, including zip code, and telephone number of
registrant's principal executive offices)
------------------------
2003 Director Stock Option Plan
2003 Stock Option and Restricted Stock Plan
2002 Inducement Stock Option Plan
2003 Inducement Stock Option Plan
(Full Titles of the Plans)
------------------------
[Insert]
Standard Microsystems Corporation
80 Arkay Drive
Hauppauge, New York 11788
(631) 434-2817
(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
____________________________________________________________________________________________________________________________________
Name of Plan Title of Securities Proposed Maximum Proposed Maximum Amount of
to be Amount to be Offering Price Per Aggregate Offering Registration
Registered (2) Registered (1) Share (2) Price Fee (2)
____________________________________________________________________________________________________________________________________
2003 Director Stock Option Plan Common Stock, par value 100,000(4) $20.26 $2,026,000 $163.90
$.10 per share
2003 Stock Option and Restricted Common Stock, par value 725,000(4) $20.26 $14,688,500 $1,188.30
Stock Plan $.10 per share
2002 Inducement Option Plan Common Stock, par value 347,434(3) $22.35 $7,765,150 $628.20
$.10 per share
2003 Inducement Option Plan Common Stock, par value 250,000(4) $20.26 $5,065,000 $409.76
$.10 per share
____________________________________________________________________________________________________________________________________
Total 1,422,434 $29,544,650 $2,390.16
(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 2003 Director Stock Option Plan, the 2003
Stock Option and Restricted Stock Plan, the 2002 Inducement Option Plan,
and the 2003 Inducement Option Plan (collectively, the "Plans").
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 Plans 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 Chase Mellon 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 347,434 Shares covered by stock options granted prior to
the filing of this Registration Statement, calculated pursuant to Rule
457(h) under the Securities Act, such amount is based upon the price at
which the stock options may be exercised.
(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 September 10, 2003,
as reported on the NASDAQ.
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, 2003 (the "Annual Report"), filed with the Commission on May
29, 2003;
(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 dated January 13, 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.
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 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 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,
officer, employee or agent 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.
The Registrant maintains directors' and officers' liability insurance
for all its directors and officers.
In addition, under each 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 15th day of September, 2003.
STANDARD MICROSYSTEMS CORPORATION
(Registrant)
By: /s/ Andrew M. Caggia
-------------------------------------------
ANDREW M. CAGGIA, 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 September 15, 2003
- ---------------------------------------
Steven J. Bilodeau
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
/s/ Robert M. Brill September 15, 2003
- ---------------------------------------
Robert M. Brill
Director
/s/ Andrew M. Caggia September 15, 2003
- ---------------------------------------
Andrew M. Caggia
Director, Senior Vice President
and Chief Financial Officer
(Principal Financial Officer)
/s/ Timothy P. Craig September 15, 2003
- ---------------------------------------
Timothy P. Craig
Director
/s/ Peter F. Dicks September 15, 2003
- ---------------------------------------
Peter F. Dicks
Director
/s/ James A. Donahue September 15, 2003
- ---------------------------------------
James A. Donahue
Director
/s/ Ivan T. Frisch September 15, 2003
- ---------------------------------------
Ivan T. Frisch
Director
/s/ Eric M. Nowling September 15, 2003
- ---------------------------------------
Eric M. Nowling
Vice President and Controller
(Principal Accounting Officer)
EXHIBIT INDEX
Exhibit No. Description Method of Filing
- ----------- ----------- ----------------
4.1 2003 Director Stock Option Plan Incorporated by reference to Exhibit C to Registrant's proxy statement dated
May 30, 2003 (File No. 000-07422)
4.2 2003 Stock Option and Restricted Incorporated by reference to Exhibit B to Registrant's proxy statement dated
Stock Plan May 30, 2003 (File No. 000-07422)
4.3 2003 Inducement Stock Option Plan Filed herewith
4.4 2002 Inducement Stock Option Plan Incorporated by reference to Exhibit 10.26 to Registrant's Annual Report on
Form 10-K for the fiscal year ending February 28, 2003
4.5 Certificate of Incorporation of Incorporated by reference to Exhibit 3(a) to the Registrant's Form 10-K for
Standard Microsystems Corporation, the fiscal year ended February 28, 1991
as amended and restated
4.6 By-Laws of Standard Microsystems Incorporated by reference to Exhibit 3.1 to Registrant's Current Report on
Corporation, as amended and restated Form 8-K dated April 10, 2002
4.7 Rights Agreement with Chase Mellon Incorporated by reference to Exhibit 1 to the registrant's Registration
Shareholder Services L.L.C., as Statement on Form 8-A filed January 15, 1998
Rights Agent, dated January 7, 1998
4.8 Amendment No. 1 to Rights Agreement Incorporated by reference to Exhibit 4.2 to the registrant's Form 10-K for
with Chase Mellon Shareholder the fiscal year ended February 28, 2001
Services L.L.C., as Rights Agent,
dated January 23, 2001
4.9 Amendment No. 2 to Rights Agreement Incorporated by reference to Exhibit 3 to the registrant's Registration
with Chase Mellon Shareholder Statement on Form 8-A/A filed April 10, 2002
Services L.L.C., as Rights Agent,
dated April 9, 2002
5.1 Opinion of Cleary, Gottlieb, Steen Filed herewith
& Hamilton as to legality of
securities being registered
23.1 Consent of PricewaterhouseCoopers LLP Filed herewith
23.2 Consent of Cleary, Gottlieb, Steen & Included in Exhibit 5.1
Hamilton
24.1 Power of Attorney Filed herewith