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):
November 21, 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 November 21, 2005, Standard Microsystems Corporation ("SMSC" or the
"Corporation") entered into an Indemnity Agreement (each an "Agreement") with
each of the following directors and officers of SMSC (collectively the
"Indemnitees"):
Steven J. Bilodeau, Chairman, CEO and President
Robert M. Brill, Director
Andrew M. Caggia, Senior Vice President and Director
Timothy P. Craig, Director
Peter F. Dicks, Director
James A. Donahue, Director
Ivan T. Frisch, Director
Eric M. Nowling, Vice President, Controller, and Chief Accounting Officer
Walter Siegel, Vice President and General Counsel
David S. Smith, Senior Vice President and Chief Financial Officer
The Agreement describes the substantive and procedural rights of the above
individuals to seek indemnity from the Corporation in the event any of them is
or will be involved as a party or otherwise to a legal proceeding because any of
them is or was a director or officer of SMSC. The Agreement generally provides
that the Indemnitees will be indemnified to the fullest extent permitted by
applicable law. The Agreement generally excludes from its indemnification
provisions proceedings initiated against SMSC by the Indemnitee. The Agreements
were authorized by the Board of Directors in order to enable SMSC to attract and
retain qualified individuals as directors and officers. Prior to the execution
of these Agreements, SMSC was obligated to indemnify officers and directors
pursuant to its by-laws.
The description of the Agreement is qualified in its entirety by the full text
of the form of the Agreement, which is attached hereto as Exhibit 10.1 and
incorporated by reference as if fully set forth herein.
Item 9.01 - Financial Statements and Exhibits
(c) Exhibits
10.1* - Indemnity Agreement dated November 21, 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: November 23, 2005 By: /s/ David S. Smith
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(Senior Vice President and
Chief Financial Officer)
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Exhibit Index
Exhibit No. Description
10.1* - Indemnity Agreement dated November 21, 2005.
* Indicates a management contract or compensatory plan or arrangement.