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):
September 16, 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 1.01 - Entry into a Material Definitive Agreement
On September 16, 2005, Standard Microsystems Corporation (SMSC) entered into an
employment agreement with David S. Smith, under which Mr. Smith will be
appointed Senior Vice President and Chief Financial Officer, effective on
October 12, 2005, after completion of the 10-Q filing process for SMSC's second
quarter of fiscal 2006. Andrew M. Caggia will retire as Chief Financial Officer
at that time and will continue to be employed by SMSC in a part time capacity to
ensure a smooth transition. It is expected that Mr. Caggia will continue as a
member of SMSC's Board of Directors after his full retirement as an employee.
Mr. Smith, age 48, has no family relationship with any director or officer of
SMSC, and has not been previously employed by SMSC.
Mr. Smith was a Managing Partner of Stonewall Capital Advisors LLC from February
2003 to September 2005. He was Vice President - Finance and Chief Financial
Officer of Dover Corporation from March 2000 to October 2002, and was Vice
President - Finance and Chief Financial Officer of Crane Co. from 1994 to
February 2000.
A copy of the contract is attached hereto as Exhibit 10.1.
Item 5.02 - Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Andrew M. Caggia will retire as Chief Financial Officer of SMSC and David S.
Smith will assume that position, effective October 12, 2005, as more fully
described under Item 1.01 above.
Item 9.01 - Financial Statements and Exhibits
(c) Exhibits
10.1* - Employment Agreement with David S. Smith, dated September 16, 2005.
99.1 - SMSC press release dated September 19, 2005.
* Indicates a management contract or compensatory plan or arrangement.
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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: September 19, 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
10.1* Employment Agreement with David S. Smith, dated September 16, 2005.
99.1 SMSC press release dated September 19, 2005.
* Indicates a management contract or compensatory plan or arrangement.