File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
STANDARD MICROSYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 11-2234952
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
80 Arkay Drive
Hauppauge, New York 11788
(Address of Principal Executive Offices) (Zip Code)
2001 DIRECTOR STOCK OPTION PLAN
2001 STOCK OPTION AND RESTRICTED STOCK PLAN
(Full title of the plan)
David C. Fischer, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
(Name and address of agent for service)
Telephone number, including area code,
of agent for service: (212) 407-4827
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Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price offering Registration
Registered Registered per share price Fee
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Common Stock, 7,686(1) $20.25 $ 155,642
par value 48,000(1) $15.02 $ 720,960
$.10 124,300(1) $14.49 $ 1,801,107
per share 1,570,014(2) $12.77 $20,049,079
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1,750,000 $22,726,788 $5,681.70
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(1) Represents shares issuable upon exercise of options
previously granted.
(2) Based upon the average of the high and low prices
of the Common Stock on July 26, 2001, as reported in
the consolidated reporting system.
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed below shall be deemed to
be incorporated by this reference in this registration
statement and to be a part of this registration statement from
the date of filing of this registration statement, or if later,
the date of filing of the incorporated document:
* SMSC's annual report on Form 10-K
for the year ended February 28, 2001;
* SMSC's quarterly report on Form 10-Q
for the quarter ended May 31, 2001;
* The description of the class of securities
offered contained in SMSC's Registration Statement
on Form 8-A, filed September 21, 1973, Registration
Statement on Form 8-A, filed January 12, 1989, and
Registration Statement on Form 8-A dated January 13, 1998,
File No. 0-7422; and
* All documents subsequently filed by SMSC under
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
before filing a post-effective amendment indicating that all
securities offered by this registration statement have
been sold or which deregisters all securities then remaining
unsold.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides generally that
a corporation shall have the power to indemnify any person sued as a director,
officer, employee or agent of the corporation, or of another corporation if that
person is serving at the request of the indemnifying corporation, in
non-derivative suits for expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement if the person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
indemnifying corporation. In the case of criminal actions and proceedings, the
person must also have had no reasonable cause to believe his conduct was
unlawful. Indemnification of expenses is authorized in stockholder derivative
suits where the person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the indemnifying
corporation and so long as he had not been found liable to the indemnifying
corporation. Even in this latter instance, the court may determine that in view
of all the circumstances the person is entitled to indemnification for the
expenses that the court deems proper. A person sued as a director, officer,
employee or agent of a corporation who has been successful in defense of the
action must be indemnified by the corporation against expenses.
SMSC's By-laws include the indemnification
provisions excerpted below:
4. (a) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the Corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful....
(b) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment
in its favor by reason of the fact he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable for negligence
or misconduct in the performance of his duty to the Corporation unless and
only to the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
SMSC maintains directors' and officers' liability insurance
for all its directors and officers.
Item 8. EXHIBITS
The exhibits listed in the Exhibit Index are filed as a
part of this registration statement.
Item 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this registration
statement to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being offered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than payment
by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in New York, New York on this 11th day of July, 2001.
STANDARD MICROSYSTEMS CORPORATION
(Registrant)
By: /s/Andrew M. Caggia
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ANDREW M. CAGGIA
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated.
Signature and Title Date
/s/Steven J. Bilodeau July 11, 2001
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Steven J. Bilodeau
Chairman, President and
Chief Executive Officer
(Principal Executive
Officer)
/s/Andrew M. Caggia July 11, 2001
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Andrew M. Caggia
Director, Senior Vice President
and Chief Financial Officer
(Principal Financial
Officer)
/s/Eric M. Nowling July 11, 2001
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Eric M. Nowling
Vice President and
Controller (Principal
Accounting Officer)
/s/James R. Berrett July 11, 2001
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James R. Berrett
Director
/s/James J. Boyle July 11, 2001
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James J. Boyle
Director
/s/Robert M. Brill July 11, 2001
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Robert M. Brill
Director
/s/Peter F. Dicks July 11, 2001
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Peter F. Dicks
Director
/s/Ivan T. Frisch July 11, 2001
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Ivan T. Frisch
Director
EXHIBIT INDEX
Location/
Incorporated by Exhibit
Reference to: No. Exhibit
(1) 5 Opinion of
Loeb & Loeb LLP
as to legality
of securities
being
registered
(1) 23.1 Consent of
Arthur
Andersen LLP
(2) 23.2 Consent of
Loeb & Loeb LLP
Incorporated by 99.1 2001 Director Stock
reference to Exhibit Option Plan
B to registrant's
proxy statement
dated May 31, 2001
(File No. 001-07422)
Incorporated by 99.2 2001 Stock Option and
reference to Exhibit Restricted Stock Plan
C to registrant's
proxy statement
dated May 31, 2001
(File No. 001-07422)
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(1) Filed herewith
(2) Included in Exhibit 5