UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------
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 21, 2005
--------------------------------------------
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))
--------------------------------------------
Section 2 - Financial Information
Item 2.02 - Results of Operations and Financial Condition
On September 21, 2005, Standard Microsystems Corporation issued a press release
announcing its financial results for its second quarter ended August 31, 2005. A
copy of the press release is attached as Exhibit 99.1.
Use of non-GAAP Financial Information
Included within the press release are non-GAAP financial measures relating to
the Company's Consolidated Statements of Operations that supplement the
Company's Consolidated Statements of Operations prepared under general accepted
accounting principles (GAAP). These non-GAAP financial measures adjust the
Company's actual results prepared under GAAP to exclude non-cash charges
relating to the Company's acquisitions of OASIS SiliconSystems Holding AG and
Gain Technology Corporation, and adjustments to remove the impact of provisions
to adjust stock appreciation rights to their market value as a result of an
increase in the Company's stock price during the quarter. The non-GAAP measures
have been reconciled to and should be considered together with the Consolidated
Statements of Operations. These non-GAAP measures are not meant as a substitute
for GAAP, but are included solely for informational and comparative purposes.
The Company's management believes that this information is an additional measure
that assists in evaluating operational trends and should not be regarded as a
replacement for corresponding GAAP measures.
The information in Exhibit 99.1 attached hereto shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended.
Section 9 - Financial Statements and Exhibits
Item 9.01 - Financial Statements and Exhibits
( c ) Exhibits
99.1 - Press release dated September 21, 2005, reporting Standard Microsystems
Corporation's financial results for its second quarter ended August 31, 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: September 26, 2005 By: /s/ ANDREW M. CAGGIA
---------------------------------
Andrew M. Caggia
Senior Vice President and
Chief Financial Officer,
and Director
(Principal Financial Officer)
--------------------------------------------
Exhibit Index
Exhibit No. Description
99.1 Press release dated September 21, 2005, reporting Standard
Microsystems Corporation's financial results for its second
quarter ended August 31, 2005.