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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended January 28, 2001
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to ____________________
Commission file number 1-6395
SEMTECH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-2119684
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
652 Mitchell Road, Newbury Park, California 91320
(Address of principal executive offices, Zip Code)
Registrant's telephone number, including area code: (805) 498-2111
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each Class on which registered
- ------------------------------------ ----------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock par value $.01 per share
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No ___
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Indicate by check mark if disclosure of delinquent filers pursuant to item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [___]
Aggregate market value of voting stock held by non-affiliates of the registrant
as of April 13, 2001 was $2,077,320,117 and the market price of the Registrant's
stock was $30.02 per share. The number of shares outstanding of the
Registrant's common stock was 69,197,872 at April 13, 2001.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
The Registrant hereby amends Item 14 of Registrant's Form 10-K for the fiscal
year ended January 28, 2001, filed with the Commission on April 27, 2001
("Original 10-K"), to read in its entirety as set forth herein.
(a)(1) The financial statements and the Report of Arthur Andersen LLP are
included in Part II of the Company's Form 10-K on the pages indicated.
Page*
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Index of Financial Statements:
Report of Independent Public Accountants 39
Consolidated statements of income, three years ended January 28, 2001 24
Consolidated balance sheets, January 28, 2001 and January 30, 2000 25
Consolidated statements of stockholders' equity and comprehensive income,
three years ended January 28, 2001 26
Consolidated statements of cash flows, three years ended January 28, 2001 27
Notice to consolidated financial statements 28
(2) The following financial statement schedule of the Company for the years
ended January 28, 2001, January 30, 2000 and January 31, 1999, is filed as part
of this Report and should be read in conjunction with the financial statements:
Page*
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Schedule II - Valuation and Qualifying Accounts 40
Schedules other than those listed above are omitted since they are not
applicable, not required, or the information required to be set forth herein is
included in the consolidated financial statements or notes thereto.
_________________
*References to page numbers under this Item 14 are to the pages contained in the
Original 10-K.
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(3) Exhibits
Exhibit No. Description
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3.1 - Restated Certificate of Incorporation of Semtech Corporation
3.2 - Bylaws of Semtech Corporation
4.1/1/ - Indenture between Semtech Corporation and State Street Bank
and Trust Company of California, N.A.
4.2/1/ - Form of Debenture
4.3/1/ - Registration Rights Agreement by and among Semtech
Corporation as issuer, and Morgan Stanley & Co. Incorporated
and Banc of America Securities LLC, as initial purchasers
dated as of February 14, 2001.
10.2/2/ - Agreement of sublease executed on December 23, 1991,
effective January 1, 1991, by the Company and the Corpus
Christi Airport Development Corporation for a portion of the
Company's plant and facilities
10.4/3/ - Lease executed on May 1, 1988 and amended on November 1,
1991 by the Company for a portion of its plant and
facilities
10.5/4/ - Lease executed on September 12, 1988 by the Company for a
portion of its plant and facilities as amended by that
certain amendment thereto dated September 9, 1997
10.6/5/ - The Company's 1987 Stock Option Plan and the related Form of
Option Agreement
__________________
/1/ Incorporated by reference to the Registrant's Annual Report on Form 10K for
fiscal year ended January 30, 2000.
/2/ Incorporated by reference to the Registrant's Annual Report on Form 10K for
fiscal year ended February 2, 1992.
/3/ Incorporated by reference to the Registrant's Annual Report on Form 10K for
fiscal year ended January 29, 1989.
/4/ Incorporated by reference to the Registrant's Annual Report on Form 10K for
fiscal year ended January 29, 1989; copy of the amendment attached hereto.
/5/ Incorporated by reference to the Registrant's registration statement on Form
S-8 effective September 4, 1987.
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Exhibit No. Description
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10.7/6/ - The Company's 1994 Long-term Stock Incentive Plan and the
related Form of Option Agreement, as amended
10.8/7/ - The Company's 1994 Non-Employee Directors Stock Option Plan
and the related Form of Option Agreement, as amended
10.9/8/ - The Company's Long-term Stock Incentive Plan
10.10/1/ - The Company's Non-Director, Non-Executive Officer Long-term
Stock Incentive Plan
10.11 - Development Agreement, dated April 11, 2000, by and between
Semtech Corporation and Voit Development Co., Inc.
22.1 - Subsidiaries of the Company
23.1 - Consent of Arthur Andersen LLP
__________________
/6/ Incorporated by reference to the Registrant's registration statement on Form
S-8 effective October 14, 1994.
/7/ Incorporated by reference to the Registrant's registration statement on Form
S-8 effective January 31, 1996.
/8/ Incorporated by reference to the Registrant's registration statement on Form
S-8 effective June 9, 1999.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to its
annual report on Form 10-K to be signed on its behalf by the undersigned,
hereunto duly authorized.
SEMTECH CORPORATION
December 12, 2001 By: /s/ David G. Franz, Jr.
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David G. Franz, Jr.
Chief Financial Officer
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