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 28, 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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Items 2.01 - Completion of Acquisition or Disposition of Assets
On April 28, 2006, Standard Microsystems Corporation (SMSC) completed and
submitted to certain former shareholders of OASIS SiliconSystems Holding AG
(OASIS) its calculation of the contingent consideration due to them pursuant to
the Share Purchase Agreement dated as of March 30, 2005 (the "Share Purchase
Agreement") by and among the shareholders of OASIS, SMSC, and SMSC GmbH (now
known as SMSC Europe GmbH), a wholly owned subsidiary of SMSC. On or before May
12, 2006, SMSC or SMSC Europe GmbH will pay approximately $12.4 million in cash
and 162,422 shares in SMSC common stock to certain former shareholders of OASIS
as additional consideration for the acquisition of OASIS. Such additional
consideration was contingent upon satisfaction of certain post-acquisition
performance goals by the former OASIS business as described in Article IV of the
Share Purchase Agreement. The source of the cash used for these payments will be
existing balances. SMSC's calculations are final and binding on the former OASIS
shareholders unless challenged in accord with Article IV of the Share Purchase
Agreement within three (3) months from April 28, 2006. The Share Purchase
Agreement is Exhibit 2.1 to SMSC's Form 8-K filed on April 5, 2005, and the
acquisition was completed on March 30, 2005. There are no material relationships
between SMSC and the former OASIS shareholders other than in respect of the
transaction, and that many of them have remained as employees of SMSC or its
subsidiaries.
Item 3.02 - Unregistered Sale of Equity Securities
SMSC will issue 162,422 unregistered shares of its common stock to former
shareholders of OASIS as the contingent consideration described in Item 2.01
above. These shares will be issued in reliance on an exemption from registration
under Section 4 (2) of the Securities Act of 1933.
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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 4, 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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