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):
March 27, 2006
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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 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
The Registrant has appointed Joseph Durko, 40, as Vice President and Corporate
Controller of the Registrant, effective as of March 27, 2006. Mr. Durko will
also become the Chief Accounting Officer of the Registrant on May 16, 2006. Mr.
Durko previously served as a Manager at BBK Limited, a Detroit Michigan
consulting firm specializing in managing supplier risk within the automotive
industry, since 2004. Mr. Durko was the Director of Financial Reporting for TRW
Automotive in Livonia Michigan from 2003 to 2004, and was the Vice President,
Finance & Corporate Controller for Ventive Health, Inc. in Somerset New Jersey
from 2000 to 2002. Mr. Durko obtained a B.S. in Economics, with a concentration
in accounting from the Wharton School of Finance and Commerce, University of
Pennsylvania, in 1988 and is a certified public accountant licensed in the State
of New Jersey.
Except as stated herein, there is no arrangement or understanding between Mr.
Durko and any other persons pursuant to which Mr. Durko was appointed to his new
position. There are no related party transactions between Mr. Durko and the
Registrant. There is no family relationship between Mr. Durko and any other
executive officer or director of the Registrant.
Mr. Durko will receive an annual base salary of $215,000.00, an annual incentive
bonus target of $85,000.00, of which generally one-half is paid in cash and one
half is paid as a restricted stock award vesting 25% after each of the first two
years after the date of the grant and the remaining 50% after the third year
from the date of the grant, 40,000 options to purchase common stock of the
Registrant vesting in five equal annual installments, participation in the
Executive Severance Benefit under the SMSC Severance Plan (the "Plan"), but with
a benefit equal to 12 months' salary upon the occurrence of required
"Relocation" as defined in Section 9(a) of the Plan, "Other Events" as defined
in Section 9(c) of the Plan, or "Change in Control" as defined in Section 9(b)
of the Plan, and a signing bonus of fifteen thousand dollars ($15,000.00). The
registrant will also reimburse Mr. Durko for certain relocation expenses in
connection with him relocating from West Bloomfield, Michigan to Long Island,
New York. In the event Mr. Durko voluntarily resigns from the Registrant within
one year after the first date of his employment, he will be obligated to pay
immediately to the Registrant one hundred percent (100%) of the taxable
relocation payments he received from the Registrant. In the event Mr. Durko
voluntarily resigns from the Registrant after one year from the first date of
his employment but less than two years after the first date of his employment,
he will be obligated to pay immediately to the Registrant fifty percent (50%) of
the taxable relocation payments he received from the Registrant. Mr. Durko also
executed an indemnity agreement with the Registrant, pursuant to which the
Registrant is obligated to indemnify Mr. Durko in certain circumstances. The
form of indemnity agreement is Exhibit 10.1 to the Registrant's 8-k dated
November 21, 2005.
Eric M. Nowling, the Registrant's prior Vice President, Controller and Chief
Accounting Officer will remain as the Registrant's Chief Accounting Officer
until May 16, 2006. Thereafter, Mr. Nowling will continue to be employed by the
Registrant in a financial management capacity.
Section 9 - Financial Statements and Exhibits
Item 9.01 - Financial Statements and Exhibits
(c) Exhibits
99.1 - Press release dated March 27, 2006, reporting the appointment of Joseph
Durko as Corporate Controller.
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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 thereunto duly authorized.
STANDARD MICROSYSTEMS CORPORATION
(Registrant)
Date: March 27, 2006 By: /s/ DAVID S. SMITH
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David S. Smith
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
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Exhibit Index
Exhibit No. Description
99.1 Press release dated March 27, 2006, reporting the appointment of
Joseph Durko as Corporate Controller.