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 4, 2002
Standard Microsystems Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-7422 11-2234952
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
80 Arkay Drive, Hauppauge, NY 11788
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (631) 435-6000
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On April 4, 2002, the Board of Directors of Standard Microsystems
Corporation adopted amended and restated by-laws. The principal modifications to
the by-laws are as follows:
o Calls by stockholders for special meetings of the stockholders
now require action by holders of at least 66-2/3% of the issued
and outstanding voting shares of the Corporation at least 60
days prior to the date of the meeting.
o Nominations for the election of directors generally must be made
not less than 60 nor more than 90 days prior to the anniversary
date of the preceding year's annual meeting. Accordingly,
nominations for election of directors at the Corporation's 2002
Annual Meeting of Stockholders must be made no earlier than
April 12, 2002 and no later than May 12, 2002.
The foregoing summary is qualified in its entirety by reference to the
full text of the amended and restated by-laws, a copy of which is filed herewith
as Exhibit 3.1.
Item 7. Exhibits
(c) Exhibits.
3.1 Amended and Restated By-laws, as of April 4, 2002.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereto duly authorized.
Date: April 10, 2002
STANDARD MICROSYSTEMS CORPORATION
By: /s/ Andrew M. Caggia
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Name: Andrew M. Caggia
Title: Senior Vice President, Chief
Financial Officer and Director