As filed with the Securities and Exchange Commission on July 19, 2005
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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) 434-2904
(Address, including zip code, and telephone number of registrant's principal
executive offices)
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2004 Inducement Stock Option Plan
2005 Inducement Stock Option and Restricted Stock Plan
(Full Titles of the Plans)
Standard Microsystems Corporation
80 Arkay Drive
Hauppauge, New York 11788
(631) 434-2904
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
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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
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Name of Plan Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Per Aggregate Offering Registration
Registered (2) Registered (1) Share (2) Offering Price Fee (2)
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2004 Inducement Stock Option Common Stock, par 458,700(3) $16.04 $7,357,548 $865.98
Plan value $.10 per share
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2004 Inducement Stock Option Common Stock, par 241,300(4) $24.80 $5,984,240 $704.35
Plan value $.10 per share
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2005 Inducement Stock Option Common Stock, par 1,183,954(3) $17.62 $20,861,269 $2,455.37
and Restricted Stock Plan value $.10 per share
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2005 Inducement Stock Option Common Stock, par 26,046(4) $24.80 $645,941 $76.02
and Restricted Stock Plan value $.10 per share
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Total 1,910,000 $34,848,998 $4,101.72
(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 2004 Inducement Stock Option Plan, and the 2005 Inducement
Stock Option and Restricted Stock 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 ChaseMellon 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 Shares covered by stock options and stock awards 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 or the stock awards were
granted.
(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 July 12, 2005, 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, 2005 (the "Annual Report"), filed with the Commission on May
16, 2005;
(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 or
threatened to be 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, actually
and reasonably incurred in connection with the defense or settlement of the
action 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 or officer 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 19th day of July, 2005.
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
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/s/ Steven J. Bilodeau July 19, 2005
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Steven J. Bilodeau
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
/s/ Andrew M. Caggia July 19, 2005
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Andrew M. Caggia
Director, Senior Vice President
and Chief Financial Officer
(Principal Financial Officer)
/s/ Timothy P. Craig July 19, 2005
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Timothy P. Craig
Director
/s/ Peter F. Dicks July 19, 2005
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Peter F. Dicks
Director
/s/ James A. Donahue July 19, 2005
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James A. Donahue
Director
/s/ Ivan T. Frisch July 19, 2005
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Ivan T. Frisch
Director
/s/ Eric M. Nowling July 19, 2005
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Eric M. Nowling
Vice President and Controller
(Principal Accounting Officer)
EXHIBIT INDEX
Exhibit No. Description Method of Filing
4.1 2004 Inducement Stock Option Plan Filed herewith
4.2 2005 Inducement Stock Option and Restricted Filed herewith
Stock Plan
4.3 Certificate of Incorporation of Standard Incorporated by reference to Exhibit 3(a) to the Registrant's Form
Microsystems Corporation, as amended and restated 10-K for the fiscal year ended February 28, 1991
4.4 By-Laws of Standard Microsystems Corporation, as Incorporated by reference to Exhibit 3.1 to Registrant's Current
amended and restated Report on Form 8-K dated April 10, 2002
4.5 Rights Agreement with ChaseMellon Shareholder Incorporated by reference to Exhibit 1 to the registrant's
Services L.L.C., as Rights Agent, dated Registration Statement on Form 8-A filed January 15, 1998
January 7, 1998
4.6 Amendment No. 1 to Rights Agreement with Incorporated by reference to Exhibit 4.2 to the registrant's
ChaseMellon Shareholder Services L.L.C., Form 10-K for the fiscal year ended February 28, 2001
as Rights Agent, dated January 23, 2001
4.7 Amendment No. 2 to Rights Agreement with Incorporated by reference to Exhibit 3 to the registrant's
ChaseMellon Shareholder Services L.L.C., as Registration Statement on Form 8-A/A filed April 10, 2002
Rights Agent, dated April 9, 2002
5.1 Opinion of Cleary, Gottlieb, Steen & Hamilton Filed herewith
as to legality of securities being registered
23.1 Consent of PricewaterhouseCoopers LLP Filed herewith
23.2 Consent of Cleary, Gottlieb, Steen & Hamilton Included in Exhibit 5.1
24.1 Power of Attorney Filed herewith