UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, State 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):
July 11, 2006
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STANDARD MICROSYSTEMS CORPORATION
(Exact name of Company 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
(Company'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 Company 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))
Item 1.01 - Entry into a Material Definitive Agreement
On July 11, 2006 the Board of Directors (the "Board") of the Registrant approved
the Standard Microsystems Corporation 2006 Directors Stock Appreciation Rights
Plan (the "Directors Plan"). The Directors Plan provides for 200,000 stock
appreciation rights ("SARS") to be made available for issuance to the Directors
of the Registrant. The SARS are intended to function substantially similar to
stock options, but shall be cash-settled exclusively. The Directors Plan
provides for 42,000 SARS to be granted to non-employee directors at fair market
value upon initial election ("Initial SARS"). The Initial SARS vest in equal one
third (1/3) annual increments over three years. The Directors Plan also provides
for each serving director after their third year of service to receive 3500 SARS
at fair market value on each of July 15, October 15, January 15 and April 15
("Current SARS"). Each grant of Current SARS vests one year after the grant
date. The amount and timing of Initial and Current SAR grants under the
Directors Plan are consistent with the 2005 Directors Stock Appreciation Rights
Plan. Directors will not receive duplicative SAR grants under the Directors Plan
and the 2005 Directors Stock Appreciation Rights Plan.
This description is qualified in its entirety by the full text of the Directors
Plan, attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 - Financial Statements and Exhibits
(c) Exhibits
10.1* - Standard Microsystems Corporation 2006 Directors Stock Appreciation
Rights Plan, as adopted on July 11, 2006.
* Indicates a management contract or compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
STANDARD MICROSYSTEMS CORPORATION
(Company)
Date: July 14, 2006 By: /s/ Steven J. Bilodeau
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Steven J. Bilodeau
Chairman of the Board,
Chief Executive Officer & President
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Exhibit Index
Exhibit No. Description
10.1* Standard Microsystems Corporation 2006 Directors Stock
Appreciation Rights Plan, as adopted on July 11, 2006.
* Indicates a management contract or compensatory plan or arrangement.