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):
August 1, 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 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On August 1, 2005, the Board of Directors of Standard Microsystems Corporation
(SMSC) approved an amendment to Section 2.2 of SMSC's By-laws, which requires
each member of the Board to own a certain amount of SMSC common stock. In
determining whether Board members have complied with the common stock ownership
requirements, SMSC has consistently included phantom stock that has been granted
to Board members in the calculation. The amendment to the By-laws is intended to
codify SMSC's interpretation of its By-laws by specifically and expressly
referring to the inclusion of phantom stock grants in the calculation of common
stock ownership.
The foregoing summary is qualified in its entirety by reference to the full text
of the Amended and Restated By-laws, a copy of which is filed herewith as
Exhibit 3.1.
Item 9.01 - Financial Statements and Exhibits
(c) Exhibits
3.1 - Amended and Restated By-laws, as of August 1, 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: August 4, 2005 By: /s/ ANDREW M. CAGGIA
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Andrew M. Caggia
Senior Vice President and
Chief Financial Officer,
and Director
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Exhibit Index
Exhibit No. Description
3.1 Amended and Restated By-laws, as of August 1, 2005.