UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
March 30, 2005
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STANDARD MICROSYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-7422 11-2234952
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) 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)
N/A
(Former name, former address and former fiscal year, 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 1.01 - Entry into a Material Definitive Agreement
On March 30, 2005, Standard Microsystems Corporation (SMSC) announced the
completion that day of its acquisition of OASIS SiliconSystems Holding AG
(OASIS). Based in Karlsruhe, Germany, OASIS is engaged in the development and
marketing of integrated circuits that enable networking of multimedia devices
for automotive infotainment applications.
SMSC acquired all of OASIS's outstanding capital stock in exchange for
approximately 2.1 million shares of SMSC common stock, valued at $35.8 million
and $58.5 million of cash (net of approximately $21.0 million of cash acquired
in the transaction). The source of the cash used in the transaction was SMSC's
existing balances. Under the terms of the Share Purchase Agreement,
approximately 1.2 million of the shares and $1.8 million of the cash will be
held in an escrow account as security for certain indemnity obligations of
OASIS's former shareholders. Up to $20.0 million of additional consideration,
payable in cash and SMSC common stock, may be issued to OASIS's former
shareholders during SMSC's fiscal 2007 upon satisfaction of certain future
performance goals. The amount of consideration was determined by arms length
bargaining. There is no material relationship between SMSC and the former OASIS
shareholders other than in respect of the transaction.
The Share Purchase Agreement dated as of March 30, 2005 by and among SMSC, SMSC
GmbH, a wholly owned subsidiary of SMSC, and the shareholders of OASIS, and the
press release dated March 30, 2005, are attached as exhibit 2.1 and exhibit
99.1, respectively, to this Form 8-K, and are incorporated herein by reference.
The representations and warranties of each party set forth in the Share Purchase
Agreement have been made solely for the benefit of the other parties to the
Share Purchase Agreement and such representations and warranties should not be
relied on by any other person. In addition, such representations and warranties
(i) have been qualified by disclosures made to the other parties in connection
with the Share Purchase Agreement, and (ii) were made only as of the date of the
Share Purchase Agreement or such other date as is specified in the Share
Purchase Agreement.
Item 2.01 - Completion of Acquisition or Disposition of Assets
On March 30, 2005, SMSC completed its acquisition of OASIS, pursuant to the
Share Purchase Agreement, as discussed in Item 1.01 above.
Item 3.02 - Unregistered Sales of Equity Securities
On March 30, 2005, SMSC issued approximately 2.1 million shares of its common
stock to shareholders of Oasis, in exchange for all of its issued and
outstanding shares, pursuant to a Share Purchase Agreement. These shares were
issued in reliance on an exemption from registration under Section 4 (2) of the
Securities Act of 1933.
These shares of SMSC common stock qualified for that exemption because the
issuance of shares by SMSC did not involve a public offering. The offering was
not a "public offering" as defined in Section 4 (2) due to the insubstantial
number of persons involved in the transaction, the size of the offering, and the
manner of the offering. In addition, the Oasis shareholders had the necessary
investment intent as required by Section 4 (2) since they agreed to and received
share certificates bearing a legend stating that such shares are restricted
pursuant to Rule 144 of the Securities Act of 1933. This restriction ensures
that these shares would not be immediately redistributed into the market and
therefore not be part of a "public offering." Based on the above factors, this
transaction meets the requirements to qualify for exemption under Section 4 (2)
of the Securities Act of 1933.
Item 9.01 - Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Financial statements of OASIS, which are required to be filed pursuant to this
Item 9.01, will be filed by an amendment to this current report on Form 8-K as
soon as practicable, but in no event later than 71 calendar days after the date
of this report.
(b) Pro Forma Financial Information
The pro forma financial information required by Article 11 of Regulation S-X
will be filed by an amendment to this current report on Form 8-K as soon as
practicable, but in no event later than 71 calendar days after the date of this
report.
(c) Exhibits
2.1 - Share Purchase Agreement dated as of March 30, 2005 by and among SMSC,
SMSC GmbH, a wholly owned subsidiary of SMSC, and the shareholders of
OASIS
99.1 - SMSC press release dated March 30, 2005
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
(Registrant)
Date: April 5, 2005 By: /s/ ANDREW M. CAGGIA
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Andrew M. Caggia
Senior Vice President and
Chief Financial Officer,
and Director
(Principal Financial Officer)
Exhibit Index
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Exhibit No. Description
- ----------- -----------
2.1 Share Purchase Agreement dated as of March 30, 2005 by and
among SMSC, SMSC GmbH, a wholly owned subsidiary of SMSC,
and the shareholders of OASIS
99.1 Press release dated March 30, 2005, entitled "SMSC Acquires
OASIS SiliconSystems".