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):
April 25, 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 s 1.01, 1.02 and 8.01 (Entry into and Termination of a Material Definitive
Agreement; Other Events)
In a matter unrelated to the employment of Mr. William D. Shovers with the
Registrant, on April 25, 2006 the Securities and Exchange Commission (the
"SEC")filed a civil lawsuit in the United States District Court for the Eastern
District of Michigan alleging that while serving as Chief Financial Officer of
Hayes Lemmerz International, Inc. during the years 1999-2001, Mr. Shovers
violated sections of the Securities Act of 1933 and the Securities Exchange Act
of 1934. The Registrant previously disclosed that Mr. Shovers had received a
"Wells Notice" from the SEC in its Form 8-k filed on June 24, 2005. The SEC's
complaint seeks monetary and injunctive relief against Mr. Shovers and is
available at www.sec.gov.
On May 1, 2006 Mr. Shovers resigned as Senior Vice President Global Operations
and as an employee of the Registrant, pursuant to the letter agreement annexed
hereto as Exhibit 10.1 (the "Letter"). The Letter terminates Mr. Shovers' prior
Employment Agreement with the Registrant, which was previously disclosed as
Exhibit 10.1 to the Registrant's Form 8-k filed on April 21, 2005, provides a
release to the Registrant, and provides for no monetary compensation to be paid
by either party. Mr. Shovers will not be obligated to repay to the Registrant
any portion of the appointment bonus he received under the Employment Agreement.
In order to assist in the transition of Mr. Shovers' responsibilities and to
assure continued access to Mr. Shovers' services on certain projects, the
Registrant has entered into a Consulting Agreement with Mr. Shovers that is
annexed hereto as Exhibit 10.2. The Consulting Agreement is for a 3 month term
and is renewable on a month to month basis at the Registrant's option. The
Registrant may also terminate the Consulting Agreement on ten (10) days notice.
The monthly compensation set forth in the Consulting Agreement of Thirty Seven
Thousand Five Hundred Dollars ($37,500.00) per month is at the same rate Mr.
Shovers received as a consultant for the Registrant in 2005 before he became an
employee of the Registrant. The Consulting Agreement also provides that Mr.
Shovers is eligible to receive a performance bonus of up to One Hundred and
Twenty Five Thousand Dollars ($125,000.00) as approved by either a majority of
the independent directors of the Board of Directors or the Compensation
Committee of the Board of Directors, in their sole and absolute discretion. The
summaries of the Letter and Consulting Agreement are qualified in their entirety
by the full text of both documents, attached hereto as Exhibits 10.1 and 10.2
respectively, and incorporated herein by reference.
In light of Mr. Shovers' resignation, Mr. Peter Byrnes, an eleven year employee
of the Registrant, will be assuming many of Mr. Shovers' responsibilities. Mr.
Byrnes has been appointed as Vice President of Operations, a position he
previously held with the Registrant from approximately June 2000 to November
2003.
Section 9 - Financial Statements and Exhibits
Item 9.01 - Financial Statements and Exhibits
(c) Exhibits
10.1 Letter agreement dated May 1, 2006 with Mr. William D. Shovers.
10.2 Consulting Agreement between Standard Microsystems Corporation and
William D. Shovers dated May 1, 2006.
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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: May 1, 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
10.1 Letter agreement dated May 1, 2006 with Mr. William D. Shovers.
10.2 Consulting Agreement between Standard Microsystems Corporation
and William D. Shovers dated May 1, 2006.