As filed with the Securities and Exchange Commission on July __, 2002
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MICROCHIP TECHNOLOGY INCORPORATED
(Exact name of Registrant as specified in its charter)
Delaware 86-062904
(State of Incorporation) (I.R.S. Employer Identification Number)
2355 WEST CHANDLER BOULEVARD
CHANDLER, ARIZONA 85224-6199
(Address of Principal Executive Offices)
POWERSMART, INC. 1998 STOCK INCENTIVE PLAN
(Full title of the plan)
STEVE SANGHI
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MICROCHIP TECHNOLOGY INCORPORATED
2355 WEST CHANDLER BOULEVARD
CHANDLER, ARIZONA 85224-6199
(480) 792-7200
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED PER SHARE (1) PRICE REGISTRATION FEE
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Common Stock, $0.001 par value, approved 31,945 shares $ 12.82 409,535 $ 37.68
for issuance under the PowerSmart, Inc.
1998 Stock Incentive Plan (2) (3)
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(1) Determined in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee, based upon the price at which the options
may be exercised.
(2) Includes rights to purchase shares of Registrant's Preferred Stock, which
rights (a) are not currently separable from shares of Common Stock and (b)
are not currently exercisable.
(3) Pursuant to the Merger Agreement dated as of May 22, 2002, by and among the
Registrant, PSI Acquisition, Inc., PowerSmart, Inc. ("PowerSmart") and the
agent and attorney-in-fact for the stockholders of PowerSmart named
therein, as amended, the Registrant assumed certain outstanding options to
purchase common stock of PowerSmart under the PowerSmart 1998 Stock
Incentive Plan (the "Assumed Options"). Assumed Options are exercisable for
the common stock of the Registrant, with appropriate adjustments to the
number of shares and exercise price of each Assumed Option to reflect the
ratio at which the common stock of PowerSmart was converted into common
stock of the Registrant under the Merger Agreement.
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MICROCHIP TECHNOLOGY INCORPORATED
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission:
1. The Company's Annual Report on Form 10-K for the year ending March 31,
2002, filed on June 3, 2002.
2. The description of the Registrant's Preferred Share Purchase Rights
contained in the Registrant's Registration Statement on Form 8-A filed
on February 14, 1995, including any amendment or report updating such
description.
3. The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed on February 5,
1993, including any amendment or report updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 on or after the date of this
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 in this Registration Statement and to be part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
As to named experts, Item 5 is inapplicable. Mary K. Simmons, who is Vice
President, General Counsel and Secretary of the Company, owns shares of Common
Stock and holds options to purchase shares covering significantly less than one
percent (1%) of the outstanding shares of the outstanding Common Stock, $.001
par value per share, of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("Delaware Law")
authorizes a court to award or a corporation's board of directors to grant
indemnification to directors and officers in terms sufficiently broad to permit
such indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article VI of the Registrant's By-Laws
provides for mandatory indemnification of its directors and executive officers,
to the maximum extent permitted by Delaware Law. Article VI of the Registrant's
By-Laws also provides for permissive indemnification of the Registrant's
employees and agents to the extent, and in the manner, permitted by Delaware
Law. The Registrant has entered into indemnification agreements with its
directors and selected officers, a form of which was filed as Exhibit 10.1 to
Registration Statement No. 33-57960. The indemnification agreements provide the
Registrant's directors and selected officers with further indemnification to the
maximum extent permitted by Delaware Law.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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4.1 PowerSmart, Inc. 1998 Stock Incentive Plan, including forms
of Incentive Stock Option Agreement and Nonqualified Stock
Option Agreement
5.1 Opinion of Registrant's General Counsel
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of KPMG LLP, predecessor Independent Auditors
23.3 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (contained on page II-4)
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 registered 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 Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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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 Chandler, State of Arizona, on July 19, 2002.
MICROCHIP TECHNOLOGY INCORPORATED
By: /s/ Steve Sanghi
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Steve Sanghi, Chairman of the Board,
President, and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steve Sanghi and Mary K. Simmons, jointly
and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8 and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitution or substitutes, may 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 on the dates indicated below by the
following persons in the capacities indicated.
SIGNATURE TITLE DATE
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/s/ Steve Sanghi Chairman of the Board, President, and Chief July 19, 2002
- --------------------------- Executive Officer
Steve Sanghi (Principal Executive Officer)
/s/ Gordon W. Parnell Vice President, Chief Financial Officer July 19, 2002
- --------------------------- (Principal Accounting and Financial Officer)
Gordon W. Parnell
/s/ Albert J. Hugo-Martinez Director July 19, 2002
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Albert J. Hugo-Martinez
/s/ L. B. Day Director July 19, 2002
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L. B. Day
/s/ Matthew W. Chapman Director July 19, 2002
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Matthew W. Chapman
/s/ Wade F. Meyercord Director July 19, 2002
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Wade F. Meyercord
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 PowerSmart, Inc. 1998 Stock Incentive Plan, including forms of
Incentive Stock Option Agreement and Nonqualified Stock Option
Agreement
5.1 Opinion of Registrant's General Counsel
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of KPMG LLP, predecessor Independent Auditors
23.3 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (contained on page II-4)
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