As filed with the Securities and Exchange Commission on September 17, 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 No.)
2355 W. CHANDLER BLVD., CHANDLER, AZ 85224
(Address of Principal Executive Offices, Including Zip Code)
MICROCHIP TECHNOLOGY INCORPORATED
1997 Nonstatutory Stock Option Plan
2001 Employee Stock Purchase Plan
(Full Titles of the Plans)
Steve Sanghi
President and Chief Executive Officer
MICROCHIP TECHNOLOGY INCORPORATED
2355 W. Chandler Boulevard, Chandler, Arizona 85224
(480)792-7200
(Telephone Number, Including Area Code, of Agent for Service)
This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
begin as soon as reasonably practicable after such effective date.
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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Common Stock, $.001 par value per share:
1997 Nonstatutory Stock Option Plan 5,900,000(1) $17.525(2) $103,397,500(2) $ 9,512.57
2001 Employee Stock Purchase Plan 500,000(1) 14.896(2) 7,448,000(2) 685.23
Total 6,400,000(1) $110,845,500(2) $10,197.80
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1. This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1997 Nonstatutory Stock Option
Plan and the 2001 Employee Stock Purchase Plan by reason of any stock
dividend, stock split, recapitalization or any other similar transaction
without receipt of consideration which results in an increase in the number
of outstanding shares of Common Stock of Microchip Technology Incorporated.
Associated with the Common Stock are common stock purchase rights which
will not be exercisable or be evidenced separately from the Common Stock
prior to the occurrence of certain events.
2. Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of 100% of the average of
the high and low prices reported on the Nasdaq National Market System on
September 13, 2002 (the "Market Price") as to 5,900,000 shares and 85% of
the Market Price as to 500,000 shares.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Microchip Technology Incorporated (the "Registrant" or the "Company")
hereby incorporates by reference into this Registration Statement, pursuant to
general Instruction "E" to Form S-8, the contents of the Registration Statement
on Form S-8 (No. 333-67215) filed with the Securities Exchange Commission (the
"SEC") on November 13, 1998, the contents of Registration Statement on Form S-8
(No. 333-93571) filed with the SEC on December 23, 1999, the contents of
Registration Statement on Form S-8 (No. 333-51322) filed with the SEC on
December 6, 2000 and the contents of Registration Statement on Form S-8 (No.
333-73506) filed with the SEC on November 16, 2001.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed by the Registrant with
the SEC:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 2002.
(2) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2002.
(3) The Registrant's Current Report on Form 8-K filed July 18, 2002.
(4) The Registrant's Current Report on Form 8-K filed August 26, 2002.
(5) The description of the Registrant's Preferred Share Purchase Rights
contained in the Registrant's Registration Statement on Form 8-A filed
on February 5, 1995, including any amendment or report updating such
description.
(6) 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 subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which de-registers all securities remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
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ITEM 8. EXHIBITS.
EXHIBIT NO. EXHIBIT
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5.1 Opinion and Consent of Mary K. Simmons, Esq.
10.1 1997 Stock Option Plan, as amended through August 16, 2002
10.2 Form of Notice of Grant For 1997 Nonstatutory Stock Option Plan,
with Exhibit A thereto, Form of Stock Option Agreement
[Incorporated by reference to Exhibit No. 10.17 to Registrant's
Annual Report on Form 10-K for the fiscal year ended March 31,
1998]
10.3 2001 Employee Stock Purchase Plan, as amended through August 16,
2002
10.4 Form of Enrollment Form For 2001 Employee Stock Purchase Plan
[Incorporated by reference to Exhibit No. 10.1 to Registration
Statement No. 333-73506]
10.5 Form of Change Form For 2001 Employee Stock Purchase Plan
[Incorporated by reference to Exhibit No. 10.2 to Registration
Statement No. 333-73506]
23.1 Consent of Independent Auditors -- Ernst & Young LLP
23.2 Consent of Independent Auditors -- KPMG LLP
23.3 Consent of Mary K. Simmons, Esq. is contained in Exhibit 5
24.1 Power of Attorney. Reference is made to Page II-3 of this
Registration Statement
II-2
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 September 17, 2002.
MICROCHIP TECHNOLOGY INCORPORATED
By: /s/ Steve Sanghi
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Steve Sanghi
President, Chief Executive Officer
and Chairman of the Board
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, and each of
them, his attorneys-in-fact, each with the power of substitution, 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 sign any registration statement for the same offering covered by this
Registration Statement that is to be effective upon filing pursuant to Rule
462(b) promulgated under the Securities Act, and all post-effective amendments
thereto, and to file the same, with all exhibits thereto in all documents in
connection therewith, with the SEC, granting unto said attorneys- in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents or any of them, or his or their 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 indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Steve Sanghi Chairman of the Board, September 17, 2002
- ------------------------------ President and Chief
Steve Sanghi Executive Officer (Principal
Executive Officer)
/s/ Gordon W. Parnell Vice President, Chief September 17, 2002
- ------------------------------ Financial Officer
Gordon W. Parnell (Principal Financial and
Accounting Officer)
/s/ Matthew W. Chapman Director September 17, 2002
- ------------------------------
Matthew W. Chapman
/s/ Albert J. Hugo-Martinez Director September 17, 2002
- ------------------------------
Albert J. Hugo-Martinez
/s/ L.B. Day Director September 17, 2002
- ------------------------------
L.B. Day
/s/ Wade F. Meyercord Director September 17, 2002
- ------------------------------
Wade F. Meyercord
II-3
EXHIBIT INDEX
5.1 Opinion and Consent of Mary K. Simmons, Esq.
10.1 1997 Stock Option Plan, as amended through August 16, 2002
10.2 Form of Notice of Grant For 1997 Nonstatutory Stock Option Plan,
with Exhibit A thereto, Form of Stock Option Agreement
[Incorporated by reference to Exhibit No. 10.17 to Registrant's
Annual Report on Form 10-K for the fiscal year ended March 31,
1998]
10.3 2001 Employee Stock Purchase Plan, as amended through August 16,
2002
10.4 Form of Enrollment Form For 2001 Employee Stock Purchase Plan
[Incorporated by reference to Exhibit No. 10.1 to Registration
Statement No. 333-73506]
10.5 Form of Change Form For 2001 Employee Stock Purchase Plan
[Incorporated by reference to Exhibit No. 10.2 to Registration
Statement No. 333-73506]
23.1 Consent of Independent Auditors -- Ernst & Young LLP
23.2 Consent of Independent Auditors -- KPMG LLP
23.3 Consent of Mary K. Simmons, Esq. is contained in Exhibit 5
24.1 Power of Attorney. Reference is made to Page II-3 of this
Registration Statement
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