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):
June 22, 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))
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Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
SMSC has been advised that William D. Shovers, Senior Vice President and Chief
Financial Officer of SMSC, received a "Wells Notice" from the staff of the
Securities and Exchange Commission (the "SEC") in connection with its
investigation concerning Hayes Lemmerz International, Inc., where Mr. Shovers
previously served as Chief Financial Officer. The matters referenced in the
notice do not relate to SMSC or Mr. Shovers' employment by SMSC. Mr. Shovers
will have an opportunity to respond to the SEC staff before any formal
recommendation is made, and Mr. Shovers has advised SMSC that he intends to
cooperate with the SEC staff in an effort to resolve the matter.
On June 22, 2005, Mr. Shovers requested, and SMSC agreed, that Mr. Shovers be
relieved of his position as Chief Financial Officer of SMSC pending disposition
of the SEC matter. Mr. Shovers will continue to be employed by SMSC in a finance
and corporate development capacity. The Board of Directors of SMSC appointed
Andrew M. Caggia, a Senior Vice President, Director and the former Chief
Financial Officer of SMSC, to serve as acting Chief Financial Officer, effective
June 23, 2005.
The actions described in this item have been announced in a press release dated
June 24, 2005. The release is attached hereto as Exhibit 99.1.
The information required by Item 5.02(c)(2) of Form 8-K with respect to Mr.
Caggia is set forth in SMSC's proxy statement on Schedule 14A, as filed with the
SEC on June 24, 2005, and is incorporated herein by reference.
Item 9.01 - Financial Statements and Exhibits
(c) Exhibits
99.1 - SMSC press release dated June 24, 2005.
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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: June 24, 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)
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Exhibit Index
Exhibit No. Description
99.1 SMSC press release dated June 24, 2005