As filed with the Securities and Exchange Commission on January 31, 1996
Registration No. 33-................
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________
SEMTECH CORPORATION
(Exact name of registrant as specified in charter)
DELAWARE 95-2119684
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
652 MITCHELL ROAD
NEWBURY PARK, CALIFORNIA 91320
(Address, including zip code, of principal executive offices)
_________
1994 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
JOHN D. POE
Chief Executive Officer & President
SEMTECH CORPORATION
652 Mitchell Road
Newbury Park, California 91320
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (805) 498-2111
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount to be Offering Price Aggregate Amount of
Securities to be registered Registered Per Share (1) Offering Price (1) Registration Fee
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Common Stock, $.01 par value 150,000(2) $20.25 $3,037,500 $1,047.41
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457 under the Securities Act
of 1933, as amended. The proposed Maximum Aggregate Offering Price is
based on the last sale price as quoted on NASDAQ National Market
System January 29, 1996 of $20.25 per share.
(2) Excludes all shares previously registered under Registrant's 1994 Non-
Employee Directors' Stock Option Plan on Form S-8 Registration
Statement (Registration No. 33-85158).
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This Registration Statement contains ___ sequentially numbered pages.
The Exhibit Index appears as sequentially numbered page ___.
PART II/1/
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated into this
Registration Statement and made a part hereof by this reference.
(a) The Annual Report on Form 10-K of Semtech Corporation (the "Company" or
"Registrant") for the fiscal year ended January 29, 1995 (file No. 1-6395)
filed with the Securities Exchange Commission (the "Commission") pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarters ended
April 30, 1995, July 30, 1995 and October 29, 1995, filed with the
Commission pursuant to the Exchange Act;
(c) The Company's Proxy Statement for its annual meeting of stockholders held
on June 8, 1995 (other than the portions thereof identified as not deemed
filed with the Commission);
(d) The Company's Current Report on Form 8-K, dated October 4, 1995, as amended
on December 19, 1995, filed with the Commission pursuant to the Exchange
Act;
(e) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form S-2 filed with the Commission on December
24, 1985, under the Securities Act of 1933, as amended (the "Securities
Act");
(f) Registration Statement on Form S-8, filed October 14, 1994 (Registration
No. 33-85158), registering 100,000 shares of the Company's Common Stock,
reserved under the 1994 Non-Employee Directors' Stock Option Plan, under
the Securities Act; and
(g) The prospectus contained in the Registration Statement on Form S-3, filed
January 9, 1996 (Registration No. 333-00121), registering 775,000 shares of
Common Stock of the Company under the Securities Act.
In addition, all Documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this
_______________________
1/ Information required by Part I of Form S-8 is contained in a Section 10(a)
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prospectus to be distributed to each optionee and is omitted from this
Registration Statement in accordance with Rule 428 under the Securities Act and
the Note to Part I of Form S-8.
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Registration Statement, and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of the filing of such documents with the Commission.
ITEMS 4-7. DESCRIPTION OF SECURITIES; INTERESTS OF NAMED EXPERTS AND COUNSEL;
INDEMNIFICATION OF DIRECTORS AND OFFICERS; EXEMPTION FROM
REGISTRATION CLAIMED.
Items 4 through 7, inclusive, are omitted in reliance upon General
Instruction E to Form S-8, and the above incorporation by reference of a
previously filed and currently effective Form S-8 (see Item 3, subpart (f)
above) registering securities of the same class under the same plan as those
registered on this Form S-8.
ITEM 8. EXHIBITS
Exhibit
Number
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4.1 1994 Non-Employee Directors' Stock Option Plan, as amended.
5 Opinion of counsel as to legality of securities being registered.
23.1 Consent of independent public accountants.
23.2 Consent of counsel (included in Exhibit 5.1).
24.1 Power of Attorney (included herein on the signature page).
ITEM 9. UNDERTAKINGS.
Item 9 is omitted in reliance upon General Instruction E to Form S-
8, and the above incorporation by reference of a previously filed and currently
effective Form S-8 (see Item 3, subpart (f) above) registering securities of the
same class under the same plan as those registered on this Form S-8.
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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 the City of Newbury Park, State of California, on January 30,
1996.
SEMTECH CORPORATION
By: /s/ John D. Poe
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John D. Poe, President &
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John D. Poe, with full power to act as
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ John D. Poe President & Chief Executive January 30, 1996
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(John D. Poe) Officer
/s/ David E. Franz, Jr. Vice President, Chief Financial January 30, 1996
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(David G. Franz Jr.) Officer & Principal Accounting
Officer
/s/ James P. Burra Director January 30, 1996
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(James P. Burra)
/s/ Rock N. Hankin Director January 30, 1996
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(Rock N. Hankin)
/s/ Allen H. Orbuch Director January 30, 1996
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(Allen H. Orbuch)
/s/ James T. Schraith Director January 30, 1996
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(James T. Schraith)
/s/ Jack O. Vance Director January 30, 1996
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(Jack O. Vance)
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EXHIBIT INDEX
Sequentially
Exhibits Numbered Page
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4.1 1994 Non-Employee Directors' Stock Option Plan,
as amended.
5 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of independent public accountants.
23.2 Consent of counsel (included in Exhibit 5).
24.1 Power of Attorney (included herein on the
signature page).
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