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 9, 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
a) On October 14, 2005, SMSC North America, Inc., a subsidiary of Standard
Microsystems Corporation ("SMSC") entered into an Early Retirement and
General Release agreement (the "Agreement") with George W. Houseweart,
Senior Vice President, General Counsel and Secretary of the Corporation.
The Agreement became effective on October 22, 2005. Mr. Houseweart
relinquished the positions of General Counsel and Secretary of SMSC on
October 24, 2005. He will remain as a Senior Vice President until February
1, 2006 at his current salary, wages, bonuses and car allowances, and then
will continue to be employed by SMSC in a part time capacity at 75% of his
annual base salary until September 30, 2006. Mr. Houseweart also provided a
general release to SMSC.
This description is qualified in its entirety by the full text of the
Agreement, attached hereto as Exhibit 10.1 and incorporated herein by
reference.
b) On September 9, 2005, the Board of Directors of SMSC amended the
Corporation's 2005 Inducement Stock Option and Restricted Stock Plan (the
"Plan"): (i) to increase the number of authorized shares to a total of
1,960,000 shares; and (ii) to delete the restriction on the maximum number
of options that may be granted to any one individual in a fiscal year.
This description is qualified in its entirety by the full text of the Plan
attached hereto as Exhibit 10.2 and incorporated herein by reference.
Item 9.01 - Financial Statements and Exhibits
(c) Exhibits
10.1* -Early Retirement and General Release agreement with George W. Houseweart,
dated October 14, 2005.
10.2* -2005 Inducement Stock Option and Restricted Stock Plan of Standard
Microsystems Corporation, as amended on September 9, 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: October 26, 2005 By: /s/ Eric M. Nowling
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(Vice President, Controller and
Chief Accounting Officer)
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Exhibit Index
Exhibit No. Description
10.1* - Early Retirement and General Release agreement with George W.
Houseweart dated October 14, 2005.
10.2* - 2005 Inducement Stock Option and Restricted Stock Plan of
Standard Microsystems Corporation, as amended on September 9,
2005.
* Indicates a management contract or compensatory plan or arrangement.