As filed with the Securities and Exchange Commission on November 21, 1997 Registration No. 333- - -------------------------------------------------------------------------------- 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 1993 Stock Option Plan Employee Stock Purchase Plan International 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 (602)786-7200 (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 ======================================================================================================================== Proposed Proposed Maximum Maximum Amount to be Offering Price Per Aggregate Amount of Title of Securities to be Registered Registered Share Offering Price Registration Fee Common Stock, $.001 par value per share: 1993 Stock Option Plan 2,000,000(1) $36.0625(2) $72,125,000(2) $21,853.88 Employee Stock Purchase Plan 300,000(1) $30.6531(2) $ 9,195,930(2) $ 2,786.37 International Employee Stock Purchase Plan 10,000(1) $36.0625(2) $ 360,625(2) $ 109.27 Total 2,310,000(1) $81,681,555(2) $24,749.52 ======================================================================================================================== 1. This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 1993 Stock Option Plan and the Employee Stock Purchase Plan and the International 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. 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 November 20, 1997 (the "Market Price") as to 2,010,000 shares and 85% of the Market Price as to 300,000 shares. - -------------------------------------------------------------------------------- PART II Information Required in the Registration Statement Microchip Technology Incorporated (the "Registrant") 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. 33-59686) filed with the Securities and Exchange Commission (the "SEC") on March 17, 1993, the contents of Registration Statement on Form S-8 (No. 33-80072) filed with the SEC on June 10, 1994, the contents of Registration Statement on Form S-8 (No. 33-81690) filed with the SEC on July 18, 1994, the contents of the Registration Statement on Form S-8 (No. 33-83196) filed with the SEC on August 24, 1994, and the contents of Registration Statement on Form S-8 (No. 333-872) filed with the SEC on January 23, 1996. 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, 1997. (2) The Registrant's Quarterly Report on Form 10-Q for the quarters ended September 30, 1997 and June 30, 1997. (3) 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. (4) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed on February 5, 1993. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act 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 8. Exhibits -------- Exhibit No. Exhibit - ----------- ------- 5 Opinion and Consent of Mary Simmons-Mothershed, Esq. 10 International Employee Stock Purchase Plan as Amended Through April 25, 1997 10.1 Microchip Technology Incorporated Employee Stock Purchase Plan, as amended through April 25, 1997 [Incorporated by Reference to Exhibit 10.13 to Registrant's Annual Report in Form 10-K for the Fiscal Year Ended March 31, 1997] 10.2 Form of Stock Purchase Agreement for Employee Stock Purchase Plan [Incorporated by Reference to Exhibit 10.2 to Registration Statement No. 333-872] 10.3 Form of Enrollment Form for Employee Stock Purchase Plan [Incorporated by Reference to Exhibit 10.3 to Registration Statement No. 333-872] 10.4 Form of Change Form for Employee Stock Purchase Plan [Incorporated by Reference to Exhibit 10.4 to Registration Statement No. 333-872] 10.5 Microchip Technology Incorporated 1993 Stock Option Plan, as amended through April 25, 1997 [Incorporated by Reference to Exhibit 10.11 to Registrant's Annual Report in Form 10-K for the Fiscal Year Ended March 31, 1997] 10.6 Form of Notice of Grant for 1993 Stock Option Agreement for 1993 Stock Option Plan, with Exhibit A thereto, Form of Stock Option Agreement; and Exhibit B thereto, Form of Stock Purchase Agreement [Incorporated by Reference to Exhibit 10.6 to Registration Statement No. 333-872] 23.1 Consent of Independent Auditors - KPMG Peat Marwick LLP 23.2 Consent of Mary Simmons-Mothershed, Esq. is contained in Exhibit 5 24 Power of Attorney. Reference is made to page II-2 of this Registration Statement II-1 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 November 20, 1997. MICROCHIP TECHNOLOGY INCORPORATED By /s/ Steve Sanghi ------------------------------------- Steve Sanghi, President and Chief Executive Officer POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That the undersigned officers and directors of Microchip Technology Incorporated, a Delaware corporation, do hereby constitute and appoint Steve Sanghi and Mary Simmons-Mothershed, and each of them, the lawful attorneys-in-fact and agents, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or to amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue thereof. This Power of Attorney may be signed in several counter parts. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. 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 date indicated. Signature Title Date - --------- ----- ---- /s/ Steve Sanghi Chairman of the Board of Directors, November 20, 1997 - --------------------- President and Chief Executive Officer Steve Sanghi (Principal Executive Officer) II-2 /s/ C. Philip Chapman Vice President, Chief Financial Officer and November 20, 1997 - ---------------------------- Secretary (Principal Accounting and C. Philip Chapman Financial Officer) /s/ Albert J. Hugo-Martinez Director November 20, 1997 - ---------------------------- Albert J. Hugo-Martinez /s/ Jon H. Beedle Director November 20, 1997 - ---------------------------- Jon H. Beedle /s/ L.B. Day Director November 20, 1997 - ---------------------------- L.B. Day /s/ Matthew W. Chapman Director November 20, 1997 - ---------------------------- Matthew W. Chapman II-3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. EXHIBITS TO FORM S-8 UNDER SECURITIES ACT OF 1933 MICROCHIP TECHNOLOGY INCORPORATED EXHIBIT INDEX ------------- Exhibit Number Exhibit - ------ ------- 5 Opinion and Consent of Mary Simmons-Mothershed, Esq. 10 International Employee Stock Purchase Plan as Amended Through April 25, 1997 10.1 Microchip Technology Incorporated Employee Stock Purchase Plan, as amended through April 25, 1997 [Incorporated by Reference to Exhibit 10.13 to Registrant's Annual Report in Form 10-K for the Fiscal Year Ended March 31, 1997] 10.2 Form of Stock Purchase Agreement for Employee Stock Purchase Plan [Incorporated by Reference to Exhibit 10.2 to Registration Statement No. 333-872] 10.3 Form of Enrollment Form for Employee Stock Purchase Plan [Incorporated by Reference to 10.3 to Registration Statement No. 333-872] 10.4 Form of Change Form for Employee Stock Purchase Plan [Incorporated by Reference to 10.4 to Registration Statement No. 333-872] 10.5 Microchip Technology Incorporated 1993 Stock Option Plan, as amended through April 25, 1997 [Incorporated by Reference to Exhibit 10.11 to Registrant's Annual Report in Form 10-K for the Fiscal Year Ended March 31, 1997] 10.6 Form of Notice of Grant with Stock Option Agreement for 1993 Stock Option Plan, with Exhibit A thereto, Form of Stock Option Agreement; and Exhibit B thereto, Form of Stock Purchase Agreement [Incorporated by Reference to Exhibit 10.6 to Registration Statement No. 333-872] 23.1 Consent of Independent Auditors - KPMG Peat Marwick LLP 23.2 Consent of Mary Simmons-Mothershed, Esq. is contained in Exhibit 5 24 Power of Attorney. Reference is made to page II-2 of this Registration Statement