<PAGE>
FILED PURSUANT TO RULE 424(a)
REGISTRATION NUMBER 333-19919
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION
1,000,000 Shares JANUARY 22, 1997
[LOGO OF MICROCHIP]
Common Stock
--------
All of the shares of Common Stock offered hereby are being sold by Microchip
Technology Incorporated ("Microchip" or the "Company"). The Company's Common
Stock is traded on the Nasdaq National Market under the symbol "MCHP." On
January 21, 1997, the last sale price for the Common Stock as reported on the
Nasdaq National Market was $36.875 per share. See "Price Range of Common
Stock." All share and per share numbers reflect a 3-for-2 stock split effective
January 6, 1997.
--------
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 6.
--------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
PRICE UNDERWRITING PROCEEDS
TO DISCOUNTS AND TO
PUBLIC COMMISSIONS(1) COMPANY(2)
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share........................ $ $ $
- -----------------------------------------------------------------------------------------
Total(3)......................... $ $ $
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
</TABLE>
(1) See "Underwriting" for information relating to indemnification of the
Underwriters.
(2) Before deducting expenses of the offering estimated at $300,000, payable by
the Company.
(3) The Company has granted the Underwriters a 30-day option to purchase up to
150,000 additional shares of Common Stock solely to cover over-allotments,
if any. To the extent that the option is exercised, the Underwriters will
offer the additional shares at the Price to Public shown above. If the
option is exercised in full, the total Price to Public, total Underwriting
Discounts and Commissions and total Proceeds to Company will be $ ,
$ and $ , respectively. See "Underwriting."
--------
The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if delivered to and accepted by them, and subject
to the right of the Underwriters to reject any order in whole or in part. It is
expected that delivery of the shares of Common Stock will be made at the
offices of Alex. Brown & Sons Incorporated, Baltimore, Maryland, on or about
, 1997.
Alex. Brown & Sons
INCORPORATED
Deutsche Morgan Grenfell
Prudential Securities Incorporated
Robertson, Stephens & Company
THE DATE OF THIS PROSPECTUS IS , 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following regional offices of the
Commission: New York Regional Office, Seven World Trade Center, New York, New
York 10048, and Chicago Regional Office, 500 West Madison Street, Chicago,
Illinois 60661. Copies of such materials can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549 upon payment of the prescribed fees. The Common Stock of the Company is
quoted on the Nasdaq National Market. Reports, proxy statements and other
information concerning the Company may be inspected at the National
Association of Securities Dealers, Inc. at 1735 K Street, N.W., Washington,
D.C. 20006. The Commission maintains a World Wide Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The address of the
Commission's Web site is http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are hereby
incorporated by reference in this Prospectus: (i) the Company's Annual Report
on Form 10-K for the year ended March 31, 1996; (ii) the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1996; (iii) the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1996; (iv)
the description of the Company's Common Stock contained in its Registration
Statement on Form 8-A as filed with the Commission on February 5, 1993; and
(v) the description of the Company's Preferred Share Purchase Rights contained
in its Registration Statement on Form 8-A as filed with the Commission on
February 14, 1995.
All reports and other documents subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of this offering shall be deemed
to be incorporated by reference herein and to be a part hereof from the date
of filing of such reports and documents. Any statement incorporated herein
shall be deemed to be modified or superseded for purposes of this Prospectus
to the extent a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company hereby undertakes to provide, without charge, to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, upon written or oral request of such person, a copy of any or all
of the foregoing documents incorporated herein by reference (other than
exhibits to such documents, unless such exhibits are specifically incorporated
by reference into such documents). Requests for such documents should be
submitted in writing to Corporate Secretary at the Company's principal
executive offices at 2355 West Chandler Boulevard, Chandler, Arizona 85224 or
by telephone at (602) 786-7200.
------------
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMPANY'S
COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND OTHER SELLING
GROUP MEMBERS (IF ANY) MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE
COMPANY'S COMMON STOCK ON THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH RULE
10B-6A UNDER THE EXCHANGE ACT. SEE "UNDERWRITING."
The Microchip logo and name and PIC, Smart Serials, KEELOQ and QuickASIC are
trademarks of the Company. This Prospectus also includes trademarks of
companies other than the Company.
2
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and consolidated financial statements and notes thereto appearing
elsewhere in this Prospectus or incorporated herein by reference. This
Prospectus contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including those set forth under "Risk Factors" and elsewhere in this
Prospectus, including the documents incorporated by reference herein.
THE COMPANY
Microchip develops, manufactures and markets field programmable 8-bit
microcontrollers, application specific standard products ("ASSPs") and related
specialty memory products for high-volume embedded control applications in the
consumer, automotive, office automation, communications and industrial markets.
The Company provides cost-effective field programmability for high-volume
applications and believes that its PIC product family is a price/performance
leader in the worldwide 8-bit microcontroller market. Microchip's embedded
control products also offer the advantages of a small footprint and low voltage
operation along with ease of development, enabling timely and cost-effective
product integration by its customers. The Company's ASSP products include a
variety of specialized integrated circuits, including the KEELOQ security
products and QuickASIC gate array devices. The Company's specialty memory
products are primarily comprised of serial EEPROMS, which are used primarily to
provide additional memory in embedded control systems.
Embedded control systems typically incorporate a microcontroller, a computer-
on-a-chip that consists of a central processing unit, memory, application-
specific software and various input/output capabilities, and may include other
components such as additional non-volatile EEPROM memory. Embedded control
systems enable manufacturers to differentiate their products, replace less
efficient electromechanical control devices, add product functionality and
significantly reduce product cost. Embedded control solutions have been
incorporated into thousands of products and subassemblies in a wide variety of
markets worldwide, including compact disc players, automotive air bag and anti-
lock braking systems, household appliances, cordless and cellular telephones,
remote controls and keyless entry systems.
Microchip's strategy is to provide embedded control solutions that combine
time-to-market advantages with high performance and increased functionality.
With Microchip's field programmable microcontrollers and easy-to-use
development systems, customers can design and produce new products or new
product features in a few days. In addition, Microchip's RISC architecture
provides faster performance than competing 8-bit microcontrollers. Using
advanced design and manufacturing technology, the Company is also able to
provide products that have some of the industry's smallest die and package
sizes and that operate at voltage and power requirements that are among the
industry's lowest.
The Company sells its products to a geographically diverse base of customers
across a broad and growing range of market applications, reducing its
dependence on any single industry, market or customer. The Company sells to
more than 600 OEM customers directly and to more than 9,000 other customers
worldwide through its distributors. Microchip has also sold more than 83,000
development systems, providing a broad foundation for future microcontroller
sales.
The Company designs and fabricates wafers at its facilities in Chandler and
Tempe, Arizona. The Company is continuing the process of transitioning products
to smaller geometries and to larger wafer sizes. An 8-inch wafer pilot line was
established at the Tempe wafer fab during fiscal 1997, and the Company plans to
convert the Tempe wafer fab from a 6-inch facility to an 8-inch facility over
time. In
3
<PAGE>
addition, the Company has begun the implementation of a 0.7 micron process to
which it expects to transition over time. Microchip's ownership of its
manufacturing resources is an important component of its business strategy,
enabling it to maintain a high level of manufacturing control and to be one of
the lowest cost producers in the embedded control industry. Direct control over
wafer fabrication also enables Microchip to shorten the Company's design and
production cycles. The Company performs final test at its facilities in
Kaohsiung, Taiwan and Chachoengsao, Thailand, near Bangkok, and also uses
third-party assembly and test contractors in Thailand and several other Asian
countries.
In fiscal 1996, the Company initiated planning and design of a third wafer
fabrication facility in Chandler, Arizona. The Company has determined that
additional capital investment in its existing wafer fab facilities will yield
sufficient manufacturing capacity for several additional years and, thus, has
deferred the construction of the third wafer fab facility for the present time.
Except as noted herein, references to the Company include the Company and its
subsidiaries. The Company's executive offices are located at 2355 West Chandler
Boulevard, Chandler, Arizona 85224-6199 and its telephone number is (602) 786-
7200.
4
<PAGE>
THE OFFERING
<TABLE>
<C> <S>
Common Stock offered hereby..................... 1,000,000 shares
Common Stock to be outstanding
after the offering............................. 52,923,283 shares (1)
Use of proceeds................................. To reduce outstanding
indebtedness and for general
corporate purposes, working
capital. See "Use of
Proceeds."
Nasdaq National Market Symbol................... MCHP
</TABLE>
SUMMARY CONSOLIDATED FINANCIAL INFORMATION
(in thousands, except per share data)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED MARCH 31, DECEMBER 31,
-------------------------- -----------------
1994 1995 1996 1995 1996
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales........................ $138,742 $207,961 $285,888 $213,833 $240,747
Operating income................. 24,204 49,201 60,312 42,219 48,853
Income before income taxes....... 24,133 49,128 59,934 41,894 47,351
Net income....................... 19,159 36,299 43,752 30,033 34,567
Net income per common and common
equivalent share................ $ 0.42 $ 0.70 $ 0.80 $ 0.55 $ 0.64
Shares used in per share
calculations.................... 46,155 51,641 54,533 54,807 54,201
</TABLE>
<TABLE>
<CAPTION>
QUARTER ENDED
----------------------------------------------------------------
DEC.
JUNE 30, SEPT. 30, DEC. 31, MARCH 31, JUNE 30, SEPT. 30, 31,
1995 1995 1995 1996 1996 1996 1996
-------- --------- -------- --------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales.............. $64,499 $71,265 $78,069 $72,055 $74,161 $79,510 $87,076
Operating income....... 16,161 17,994 8,064 18,093 9,545 18,517 20,791
Income before income
taxes................. 16,087 17,778 8,029 18,040 9,161 17,980 20,210
Net income............. 11,503 12,765 5,765 13,719 6,686 13,126 14,755
Net income per common
and common equivalent
share................. $ 0.21 $ 0.23 $ 0.10 $ 0.25 $ 0.12 $ 0.24 $ 0.27
Shares used in per
share calculations.... 54,312 54,981 55,119 54,519 54,423 53,843 54,594
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1996
------------------------
ACTUAL AS ADJUSTED (2)
-------- ---------------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital....................................... $ 54,063 $ 62,002
Total assets.......................................... 385,896 393,835
Current portion of long-term obligations.............. 6,411 6,411
Long-term obligations, less current portion........... 33,831 7,131
Stockholders' equity.................................. 243,202 277,841
</TABLE>
- --------
(1) Based on the number of shares outstanding at December 31, 1996. Excludes
outstanding options to purchase 6,677,081 shares of Common Stock under the
Company's stock option plan. See "Capitalization."
(2) Adjusted to reflect the issuance and sale of 1,000,000 shares of Common
Stock offered hereby at an assumed offering price of $36.875 per share,
after deducting the estimated underwriter discounts and commissions and
expenses payable by the Company in connection with the offering, and the
anticipated use of proceeds therefrom, including the repayment of
approximately $26.7 million in debt. See "Use of Proceeds" and
"Capitalization."
----------------
Except as otherwise specified, all information in this Prospectus assumes no
exercise of the Underwriters' over-allotment option. See "Underwriting."
5
<PAGE>
RISK FACTORS
In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the
shares of Common Stock offered by this Prospectus. This Prospectus contains
forward-looking statements that involve risks and uncertainties and the
Company's actual results could differ materially from those anticipated in
these forward-looking statements as a result of certain factors, including
those set forth in the following Risk Factors and elsewhere in this
Prospectus, including the documents incorporated by reference herein.
Factors Affecting Operating Results. The Company's operating results are
affected by a wide variety of factors which could adversely impact its net
sales and profitability, many of which are beyond the control of the Company.
These factors include the level of orders which are received and can be
shipped in a quarter, the Company's ability to design and introduce new
products on a timely basis, market acceptance of products of both the Company
and its customers, customer demand for the Company's products, customer order
patterns and seasonality, changes in product mix, whether the Company's
customers buy from a distributor or directly from the Company, expansion of
direct sales efforts which adversely affect relationships with distributors,
product performance and reliability, product obsolescence, the amount of any
product returns, availability and utilization of manufacturing capacity,
fluctuations in manufacturing yield, the availability and cost of raw
materials, equipment and other supplies, the cyclical nature of both the
semiconductor industry and the markets addressed by the Company's products,
technological changes, competition and competitive pressures on prices, and
economic, political and other conditions in the United States, Taiwan,
Thailand and other worldwide markets served by the Company. The Company
believes its ability to continue to increase its manufacturing capacity to
meet customer demand and maintain satisfactory delivery schedules will be an
important competitive factor. As a result of the increase in fixed costs and
operating expenses related to expanding its manufacturing capacity, the
Company's operating results may be adversely affected if net sales do not
increase sufficiently to offset the increased costs. Historically, average
selling prices in the semiconductor industry decrease over the life of any
particular product. The Company's overall average selling prices of its
embedded control products have remained relatively constant while average
selling prices of its non-volatile memory products have declined gradually
over time. During the nine months ended December 31, 1996, the Company
experienced increased pricing pressure on its non-volatile memory products,
primarily due to industry inventory correction activities. There can be no
assurance that average selling prices for the Company's embedded control or
other products will not experience increased pricing pressure in the future.
An increase in pricing pressure could adversely affect the Company's operating
results. The Company's products are incorporated into a wide variety of
consumer, automotive, office automation, communications and industrial
products. A slowdown in demand for products which utilize the Company's
products as a result of economic or other conditions in the United States or
worldwide markets served by the Company could adversely affect the Company's
operating results.
Because of the foregoing factors, the Company believes that period-to-period
comparisons of its operating results are not necessarily meaningful and that
such comparisons should not be relied upon as indications of future
performance. Further, it is possible that in future periods the Company's
operating results may be below the expectations of public market analysts and
investors. In such an event, the price of the Company's Common Stock would
likely be materially adversely affected.
Dependence on Orders Received and Shipped in a Quarter. The Company's net
sales in any given quarter are dependent upon a combination of orders received
in that quarter for shipment in that quarter ("turns orders") and shipments
from backlog. The Company has emphasized its ability to respond quickly to
customer orders as part of its competitive strategy. This strategy, combined
with current industry conditions, is resulting in customers placing orders
with relatively short delivery schedules. This has the effect of increasing
turns orders as a portion of the Company's business in any given quarter and
reducing the Company's visibility on net sales. The percentage of turns orders
has increased in each quarter of fiscal
6
<PAGE>
1997 and, in order for the Company to continue to achieve growth in net sales,
is expected to increase further in the fourth quarter of fiscal 1997. Because
turns orders are more difficult to predict, there can be no assurance that the
combination of turns orders and backlog in any quarter will be sufficient to
achieve growth in net sales. If the Company does not achieve a sufficient
level of turns orders in a particular quarter, the Company's revenues and
operating results would be materially adversely affected.
Dependence on New Products and Technologies. The Company's future operating
results will depend to a significant extent on its ability to continue to
develop and introduce new products on a timely basis which compete effectively
on the basis of price and performance and which address customer requirements.
The success of new product introductions depends on various factors, including
proper new product selection, timely completion and introduction of new
product designs, development of support tools and collateral literature that
make complex new products easy for engineers to understand and use and market
acceptance of customers' end products. Because of the complexity of its
products, the Company has experienced delays from time to time in completing
development of new products. In addition, there can be no assurance that any
new products will receive or maintain substantial market acceptance. If the
Company were unable to design, develop and introduce competitive products on a
timely basis, its future operating results would be adversely affected.
The Company's future success will also depend upon its ability to develop
and implement new design and process technologies. Semiconductor design and
process technologies are subject to rapid technological change, requiring
large expenditures for research and development. The Company is continuing the
process of transitioning products to smaller geometries and to larger wafer
sizes. An 8-inch pilot line was established at the Tempe wafer fab during
fiscal 1997 and the Company plans to convert the Tempe fab from a 6-inch
facility to an 8-inch facility over time. In addition, the Company has begun
the implementation of a 0.7 micron process to which it expects to transition
over time. Other companies in the industry have experienced difficulty in
effecting transitions to smaller geometry processes and to larger wafers and,
consequently, have suffered reduced manufacturing yields or delays in product
deliveries. The Company believes that its transition to smaller geometries and
to larger wafers will be important for the Company to remain competitive, and
operating results could be adversely affected if the transition is
substantially delayed or inefficiently implemented.
Manufacturing Yields and Capacity. The manufacture and assembly of
integrated circuits, particularly nonvolatile, erasable CMOS memory and logic
devices such as those produced by the Company, are complex processes that are
sensitive to a wide variety of factors, including the level of contaminants in
the manufacturing environment, impurities in the materials used and the
performance of the fabrication personnel and equipment. As is typical in the
semiconductor industry, the Company has from time to time experienced lower
than anticipated manufacturing yields. The Company's operating results would
be adversely affected if Microchip were unable to maintain yields at
approximately current levels.
The Company believes that expansion of its manufacturing capacity will be
important to enable it to respond to increased sales opportunities and
maintain satisfactory delivery schedules. Operating results could be adversely
affected if the expansion of manufacturing capacity is delayed or
inefficiently implemented. Other companies in the industry have experienced
difficulty in expanding manufacturing capacity, resulting in reduced yields or
delays in product deliveries. No assurance can be given that the Company will
not experience manufacturing yield or delivery problems in the future. Such
problems could materially affect the Company's operating results.
Reliance on Third-Party Contractors. Nearly all of Microchip's assembly
operations and a portion of its test requirements are performed by third-party
contractors in order to meet product shipment requirements. Reliance on third
parties involves some reduction in the Company's level of control over these
portions of its business. While the Company reviews the quality, delivery and
cost performance of these third-party contractors, there can be no assurance
that increased reliance on third-party contractors will not adversely impact
results in future reporting periods if any third-party contractor is unable to
maintain assembly and test yields and costs at approximately their current
levels.
7
<PAGE>
Foreign Manufacturing Operations. The Company owns test facilities in
Kaohsiung, Taiwan, Republic of China and Chachoengsao, Thailand, near Bangkok.
The Company also uses various third-party contractors in Thailand, the
Philippines and other locations in Asia for assembly and test. The Company's
reliance on facilities in these countries, and maintenance of substantially
all of its finished goods inventory overseas, entails certain political and
economic risks, including political instability and expropriation, supply
disruption, currency controls and exchange fluctuations, as well as changes in
tax laws, tariff and freight rates. The Company has not experienced any
significant interruptions in its foreign business operations to date.
Nonetheless, the Company's business and operating results could be adversely
affected if foreign operations or international air transportation were
disrupted.
Competition. The semiconductor industry is intensely competitive and has
been characterized by price erosion, rapid technological change and foreign
competition with respect to many products. The Company competes with major
domestic and international semiconductor companies, many of which have greater
market recognition and substantially greater financial, technical, marketing,
distribution and other resources than the Company with which to pursue
engineering, manufacturing, marketing and distribution of their products.
Emerging companies are also increasing their participation in the market for
embedded control applications. While the Company's product strategy is to
target markets which the Company believes are less susceptible to competitive
pricing pressure than commodity markets, the Company experiences significant
price competition in connection with the sale of its products and may
experience increased competition, which could adversely affect its operating
margins. In addition, the ability of the Company to compete successfully
depends on a number of factors both within and outside its control, including
the quality; performance; reliability; features; ease of use; pricing and
diversity of its products; the quality of its customer services and its
ability to address the needs of its customers; its success in designing and
manufacturing new products including those implementing new technologies,
efficiency of production, adequate sources of raw materials and other supplies
at acceptable prices; protection of the Company's products and processes by
effective utilization of intellectual property laws; the rate at which
customers incorporate the Company's products into their own products; product
introductions by the Company's competitors; the number; nature and success of
its competitors in a given market and general market and economic conditions.
Furthermore, capacity in the semiconductor industry is increasing and such
increased capacity or improved product availability could adversely affect the
Company's competitive position. The Company currently competes principally on
the basis of the technical innovation and performance of its embedded control
products, including their speed, functionality, density, power consumption,
reliability and packaging alternatives, as well as on price and product
availability. The Company believes that important competitive factors in the
embedded control market that it serves are product performance, cost, size and
packaging options, user programmability, low voltage, enhanced power
management, ease of use, functionality of application development systems and
technical service and support. There is no assurance that the Company will
continue to be able to compete successfully in the future.
Patents, Licenses and Intellectual Property Claims. The Company's success
depends in part on its ability to obtain patents, licenses and other
intellectual property rights covering its products and manufacturing
processes. To that end, the Company has acquired certain patents and patent
licenses and intends to continue to seek patents on its inventions and
manufacturing processes. The process of seeking patent protection can be long
and expensive, and there can be no assurance that patents will be issued from
currently pending or future applications or that the Company's existing
patents or any new patents that are issued will be of sufficient scope or
strength to provide meaningful protection or any commercial advantage to the
Company. The Company may be subject to or may initiate interference
proceedings in the U.S. Patent and Trademark Office, which can require
significant financial and management resources. As is typical in the
semiconductor industry, the Company has from time to time received, and may in
the future receive, communications alleging possible infringement of patents
or other intellectual property rights of others. The Company investigates all
such notices and responds as it believes is appropriate. The Company is
currently in discussions with several other companies regarding intellectual
property licenses
8
<PAGE>
of such other companies' semiconductor patents. Based on industry practice,
the Company believes that in most cases it could obtain any necessary licenses
or other rights on commercially reasonable terms, but no assurance can be
given that licenses would be on acceptable terms, that litigation would not
ensue or that damages for any past infringement would not be assessed.
Litigation, which could result in substantial cost to the Company and
diversion of management effort, may be necessary to enforce patents or other
intellectual property rights of the Company or to defend the Company against
claimed infringement of the rights of others. The failure to obtain necessary
licenses or other rights or litigation arising out of infringement claims
could have a material adverse effect on the Company's business and results of
operations. See "--Legal Matters."
Foreign Trade and Currency Exchange. Approximately 65% of the Company's net
sales in the past three fiscal years and nine months ended December 31, 1996,
were to foreign customers. In addition, the Company purchases a substantial
portion of its raw materials and equipment from foreign suppliers and incurs
labor costs in foreign locations. The foreign manufacture and sale of products
and the purchase of raw materials and equipment from foreign suppliers may be
adversely affected by foreign political and economic conditions. Protectionist
trade legislation in either the United States or foreign countries, such as a
change in the current tariff structures, export compliance laws or other trade
policies, could adversely affect the Company's ability to manufacture or sell
products in foreign markets and purchase materials or equipment from foreign
suppliers. In countries in which the Company conducts business in local
currency, currency exchange fluctuations could adversely affect the Company's
costs. In addition, the laws of certain foreign countries do not protect the
Company's intellectual property rights to the same extent as the laws of the
United States.
A portion of the Company's foreign transactions are denominated in
currencies other than the U.S. dollar, principally the New Taiwan dollar.
Although the Company has not incurred any material exchange gains or losses,
there can be no assurance that fluctuations in the currency exchange rates in
the future will not have an adverse impact on the Company's operations. The
Company has entered and will from time to time enter into hedging transactions
in order to minimize exposure to currency rate fluctuations.
The Semiconductor Industry; Capital Requirements. The semiconductor industry
in general has been characterized by cyclicality. The industry has experienced
significant economic downturns at various times, characterized by diminished
product demand, accelerated erosion of average selling prices and production
over-capacity. The Company has sought to reduce its exposure to industry
cyclicality by selling products to a geographically diverse base of customers
across a broad range of market applications. However, the Company may
experience substantial period-to-period fluctuations in future operating
results due to general industry conditions or events occurring in the general
economy. The Company experienced a period of increased demand and production
capacity constraints until the fourth quarter of fiscal 1996, at which time
the Company and other semiconductor companies experienced a period of lower
revenues due to an industry-wide inventory correction. The Company's revenues
have increased each quarter in fiscal 1997. However, there is no assurance
that the Company will continue to experience increasing revenues.
The semiconductor industry is also capital intensive. In order to remain
competitive, the Company must continue to make significant investments in
capital equipment, for both production and research and development. As a
result of the increase in fixed costs and operating expenses related to these
capital expenditures, the Company's operating results may be adversely
affected if net sales do not increase sufficiently to offset the increased
costs. The Company may from time-to-time seek additional equity or debt
financing for the capital expenditures required to maintain or expand the
Company's fabrication and assembly and test facilities and capital equipment.
The timing and amount of any such capital requirements will depend on a number
of factors, including demand for the Company's products, product mix, changes
in industry conditions and competitive factors. There can be no assurance that
such financing will be available on acceptable terms, and any additional
equity financing could result in additional dilution to existing investors.
9
<PAGE>
Environmental Regulation. The Company is subject to a variety of federal,
state and local governmental regulations related to the use, storage,
discharge and disposal of toxic, volatile or otherwise hazardous chemicals
used in its manufacturing process. Although the Company believes that its
activities conform to presently applicable environmental regulations, the
failure to comply with present or future regulations could result in fines
being imposed on the Company, suspension of production or a cessation of
operation. Such regulation could require the Company to acquire costly
equipment or to incur other significant expenses to comply with environmental
regulations. Any failure by the Company to control the use of or adequately
restrict the discharge of hazardous substances could subject it to future
liabilities. There can be no assurance that environmental problems will not
occur in the future which could subject the Company to future costs or
liabilities.
Management of Growth. The Company's ability to manage its growth effectively
will require it to continue to enhance its operational, financial and
management systems and to successfully hire, train, motivate and manage
additional employees. If the Company is unable to manage growth effectively,
the Company's results of operations could be adversely affected.
Dependence on Key Personnel. The Company's future success will depend to a
significant extent upon the efforts and abilities of its senior management and
technical personnel. The competition for qualified technical and management
personnel is intense. There can be no assurance that the Company will be
successful in retaining its existing key personnel or in attracting and
retaining additional key personnel which it requires. The loss of the services
of one or more of its key personnel or the inability to add key personnel
could have a material adverse effect on the Company. The Company does not have
an employment agreement with any member of its senior management.
Possible Volatility of Stock Price. The market price of the Company's Common
Stock has increased significantly since the Company's initial public offering
in March 1993. See "Price Range of Common Stock." The period was marked by
generally rising stock prices and substantially improving operating results by
the Company. The trading price of the Company's Common Stock in the future
could be subject to wide fluctuations in response to quarterly variations in
operating results of the Company and other semiconductor companies, actual or
anticipated announcements of technical innovations or new products by the
Company or its competitors, changes in analysts' estimates of the Company's
financial performance, general conditions in the semiconductor industry,
worldwide economic and financial conditions and other events or factors. In
addition, the stock market has experienced significant price and volume
fluctuations which have particularly affected the market prices for many high
technology companies and which often have been unrelated to the operating
performance of such companies. These broad market fluctuations and other
factors may adversely affect the market price of the Company's Common Stock.
Legal Matters. The Company is currently in discussions with Lucent
Technologies Inc. ("Lucent") regarding alleged infringement of certain of
Lucent's semiconductor patents. The Company has investigated Lucent's claims
and believes it does not infringe any of the asserted patents. Notwithstanding
the Company's position, the Company and Lucent have exchanged various
proposals for a patent license, but, to date, have been unable to reach an
agreement. Although the outcome of the discussions with Lucent is not
presently determinable, the Company believes that, should a license be
necessary, the Company will be able to obtain a license from Lucent on
commercially reasonable terms. However, no assurances can be given that a
mutually satisfactory conclusion will be achieved. In such event, the Company
may be subject to litigation, which could result in substantial cost to the
Company and diversion of management effort. If unsuccessful, the Company could
be forced to pay royalties on past and future sales. Any such litigation
and/or royalty payments could have a material adverse impact on the Company's
business and operating results. See "--Patents, Licenses and Intellectual
Property Claims."
The Securities and Exchange Commission is presently conducting a private,
non-public investigation into matters relating to the Company's disclosure on
February 26, 1996 that revenues and earnings for the
10
<PAGE>
quarter ended March 31, 1996 would be lower than previously estimated. While
the outcome of the investigation, and its effect on the Company, if any,
cannot be predicted at the present time, the Company does not believe that the
investigation will result in a material adverse effect on the Company.
Effect of Issuance of Preferred Stock. Certain provisions of the Company's
Restated Certificate of Incorporation, as amended, allow the Company to issue
Preferred Stock with voting, liquidation and dividend rights senior to those
of the Common Stock without the approval of the Company's stockholders. The
issuance of Preferred Stock, while providing desirable flexibility in
connection with possible acquisitions or other corporate purposes, could have
the effect of making it more difficult for a third party to acquire a majority
of the outstanding stock of the Company. The Company has no present plans to
issue shares of Preferred Stock.
DIVIDEND POLICY
The Company has not paid any cash dividends on its capital stock. The
Company currently anticipates that it will retain all available funds for use
in the operation of its business and therefore does not anticipate paying any
cash dividends in the foreseeable future.
PRICE RANGE OF COMMON STOCK
The Company's Common Stock is traded on the Nasdaq National Market under the
symbol "MCHP." The following table sets forth the quarterly high and low
closing prices of the Common Stock as reported by the Nasdaq National Market
for the last three fiscal years (through January 21, 1997), adjusted to
reflect a 3-for-2 stock split effected in March 1994, a 3-for-2 stock split
effected in November 1994 and a 3-for-2 stock split effective in January 1997:
<TABLE>
<CAPTION>
HIGH LOW
FISCAL 1995 ------- -------
<S> <C> <C>
First Quarter................................................ $ 15.67 $ 8.81
Second Quarter............................................... 17.67 13.67
Third Quarter................................................ 20.83 16.00
Fourth Quarter............................................... 19.33 14.83
FISCAL 1996
First Quarter................................................ $ 25.50 $ 17.08
Second Quarter............................................... 27.50 23.25
Third Quarter................................................ 29.25 22.00
Fourth Quarter............................................... 25.67 16.00
FISCAL 1997
First Quarter................................................ $ 19.50 $ 14.67
Second Quarter............................................... 25.67 14.00
Third Quarter................................................ 34.84 23.34
Fourth Quarter (through January 21, 1997).................... 39.50 33.50
</TABLE>
On January 21, 1997, the closing sale price for the Company's Common Stock
was $36.875 per share. As of January 21, 1997, there were approximately 542
holders of record of the Company's Common Stock. This figure does not reflect
beneficial ownership of shares held in nominee names.
11
<PAGE>
USE OF PROCEEDS
The net proceeds to the Company from the sale of the 1,000,000 shares being
offered hereby are estimated to be approximately $34,639,000 ($39,880,000 if
the Underwriters' over-allotment option is exercised in full), after deducting
the estimated underwriting discounts and commissions and expenses payable by
the Company in connection with the offering. The Company intends to use the
net proceeds to repay the outstanding borrowings under the Company's bank
lines of credit ($37,713,000 at December 31, 1996). The line of credit bears
interest at the prime rate or the 30-day London Interbank Offered Rate (LIBOR)
plus 75 basis points (8.25% and 6.41%, respectively, at December 31, 1996) and
expires in October 1998. The borrowings were incurred to fund wafer
fabrication, final test capacity and repurchases of the Company's Common Stock
and for other working capital and general corporate purposes. The balance of
the net proceeds, if any, will be used for working capital and general
corporate purposes. Pending such uses, the Company intends to invest the net
proceeds in investment grade, interest bearing securities.
The semiconductor industry is capital intensive. In order to remain
competitive, the Company must continue to make significant investments in
capital equipment, for both production and research and development. As a
result of the increase in fixed costs and operating expenses related to these
capital expenditures, the Company's operating results may be adversely
affected if net sales do not increase sufficiently to offset the increased
costs. The Company may from time-to-time seek additional equity or debt
financing for the capital expenditures required to maintain or expand the
Company's fabrication and assembly and test facilities and capital equipment.
The timing and amount of any such capital requirements will depend on a number
of factors, including demand for the Company's products, product mix, changes
in industry conditions and competitive factors. There can be no assurance that
such financing will be available on acceptable terms, and any additional
equity financing could result in additional dilution to existing investors.
The Company believes its existing sources of liquidity combined with cash
generated from operations and additional borrowings under its bank line of
credit will be sufficient to meet the Company's currently anticipated cash
requirements for at least the next twelve months.
CAPITALIZATION
The following table sets forth the capitalization of the Company as of
December 31, 1996, and as adjusted as of that date to reflect the issuance and
sale of the 1,000,000 shares of Common Stock offered hereby at an assumed
offering price of $36.875 per share, after deducting the estimated
underwriting discounts and commissions and expenses payable by the Company in
connection with the offering.
<TABLE>
<CAPTION>
DECEMBER 31, 1996
------------------------
ACTUAL AS ADJUSTED(1)
-------- --------------
(IN THOUSANDS)
<S> <C> <C>
Long-term obligations, less current portion........... 33,831 7,131
-------- -------
Stockholders' equity:
Preferred Stock, $.001 par value, 5,000,000 shares
authorized, no shares issued or outstanding......... -- --
Common Stock, $.001 par value, 65,000,000 shares
authorized, 51,923,283 shares issued and
outstanding; 52,923,283 shares issued and
outstanding as adjusted(2).......................... 52 53
Additional paid-in capital........................... 117,304 151,942
Retained earnings.................................... 133,261 133,261
Less shares of common stock held in treasury......... (7,582) (7,582)
Cumulative translation adjustment.................... 167 167
-------- -------
Net stockholders' equity............................. 243,202 277,841
-------- -------
Total capitalization............................... $277,033 284,972
======== =======
</TABLE>
- --------
(1) Adjusted to give effect to the net proceeds to the Company of this
offering at an assumed public offering price of $36.875 per share, after
deducting the estimated underwriting discounts and commissions and
expenses payable by the Company in connection with the offering, and the
anticipated use of proceeds therefrom, including the repayment of
approximately $26.7 million in debt. See "Use of Proceeds."
(2) Excludes outstanding options to purchase 6,677,081 shares of Common Stock
under the Company's stock option plan as of December 31, 1996.
12
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data should be read in
conjunction with the Company's Consolidated Financial Statements and notes
thereto and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included in the documents incorporated herein by
reference. The Company's consolidated statement of operations data for each of
the years in the five-year period ended March 31, 1996, and the balance sheet
data as of March 31, 1996, 1995, 1994, 1993 and 1992 are derived from and are
qualified by reference to the audited consolidated financial statements of the
Company. The selected consolidated statement of operations data for the nine
months ended December 31, 1996 and 1995 and the balance sheet data as of
December 31, 1996 has been derived from unaudited consolidated financial
statements which include, in the opinion of management, all adjustments,
consisting only of normal recurring adjustments necessary for a fair
presentation of the financial data for such periods. The results of operations
for the nine months ended December 31, 1996, are not necessarily indicative of
the results to be expected for any future interim or annual period.
<TABLE>
<CAPTION>
NINE
MONTHS ENDED
YEAR ENDED MARCH 31, DECEMBER 31,
---------------------------------------------- ------------------
1992 1993 1994 1995 1996 1995 1996
------- ------- -------- -------- -------- -------- --------
(IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Net sales.............. $73,058 $88,652 $138,742 $207,961 $285,888 $213,833 $240,747
Cost of sales.......... 49,607 56,552 73,765 101,039 137,708 102,997 120,809
------- ------- -------- -------- -------- -------- --------
Gross profit........... 23,451 32,100 64,977 106,922 148,180 110,836 119,938
Research and
development........... 8,155 9,114 13,840 20,746 27,517 20,523 23,003
Selling, general and
administrative........ 15,442 19,056 28,569 37,045 48,903 36,646 40,538
Restructuring cost..... -- -- -- -- -- -- 5,969
Write-off of in-process
technology............ -- -- -- -- 11,448 11,448 1,575
Amortization of
negative goodwill..... (1,636) (1,636) (1,636) (70) -- -- --
------- ------- -------- -------- -------- -------- --------
Operating income....... 1,490 5,566 24,204 49,201 60,312 42,219 48,853
Interest income
(expense), net........ (1,303) (1,825) (593) (881) (947) (277) (1,783)
Other, net............. 348 814 522 808 569 ( 48) 281
------- ------- -------- -------- -------- -------- --------
Income before income
taxes................. 535 4,555 24,133 49,128 59,934 41,894 47,351
Provision for income
taxes................. 175 337 4,974 12,829 16,182 11,861 12,784
------- ------- -------- -------- -------- -------- --------
Net income............. 360 4,218 19,159 36,299 43,752 30,033 34,567
======= ======= ======== ======== ======== ======== ========
Net income per share... $ 0.01 $ 0.13 $ 0.42 $ 0.70 $ 0.80 $ 0.55 $ 0.64
======= ======= ======== ======== ======== ======== ========
Shares used in per
share calculations.... 30,767 33,420 46,155 51,641 54,533 54,807 54,201
======= ======= ======== ======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
AS OF MARCH 31,
-------------------------------------------- DEC. 31
1992 1993 1994 1995 1996 1996
-------- -------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital.......... $ 10,103 $ 32,445 $ 53,584 $ 71,307 $ 55,855 54,063
Total assets............. 57,879 76,919 151,425 249,480 358,187 385,896
Long-term obligations,
less current portion.... 5,763 3,749 14,424 15,340 33,250 33,831
Stockholders' equity..... 18,030 43,834 87,864 161,825 219,632 243,202
</TABLE>
13
<PAGE>
UNDERWRITING
Subject to the terms and conditions of the Underwriting Agreement, the
Underwriters named below (the "Underwriters"), through their Representatives,
Alex. Brown & Sons Incorporated, Deutsche Morgan Grenfell Inc., Prudential
Securities Incorporated and Robertson, Stephens & Company LLC, have severally
agreed to purchase from the Company the following respective number of shares
of Common Stock at the public offering price less the underwriting discounts
and commissions set forth on the cover page of this Prospectus, and the
Company has agreed to sell to the Underwriters named below 1,000,000 shares:
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
----------- ---------
<S> <C>
Alex. Brown & Sons Incorporated.......................................
Deutsche Morgan Grenfell Inc..........................................
Prudential Securities Incorporated....................................
Robertson, Stephens & Company LLC.....................................
---------
Total................................................................. 1,000,000
=========
</TABLE>
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent, and that the Underwriters will
purchase all shares of the Common Stock offered hereby if any such shares are
to be purchased.
The Company has been advised by the Representatives of the Underwriters that
the Underwriters propose to offer the shares of Common Stock to the public at
the public offering price set forth on the cover page of this Prospectus and
to certain dealers at such price less a concession of not more than $
per share. The Underwriters may allow, and such dealers may reallow, a
concession not in excess of $ per share to certain other dealers. After
the offering, the public offering price and other selling terms may be changed
by the Representatives of the Underwriters.
The Company has granted the Underwriters an option, exercisable not later
than thirty days after the date of this Prospectus, to purchase up to 150,000
shares of Common Stock at the public offering price less the underwriting
discounts and commissions set forth on the cover page of this Prospectus. To
the extent that the Underwriters exercise such option, each of the
Underwriters will have a firm commitment to purchase approximately the same
percentage thereof that the number of shares of Common Stock to be purchased
by it shown in the above table bears to 1,000,000, and the Company will be
obligated, pursuant to the option, to sell such shares to the Underwriters.
The Underwriters may exercise such option only to cover over-allotments made
in connection with the sale of the Common Stock offered hereby. If purchased,
such additional shares will be sold by the Underwriters on the same terms as
those on which the 150,000 shares are being offered.
The Underwriting Agreement contains covenants of indemnity among the
Underwriters and the Company against certain civil liabilities, including
liabilities under the Securities Act.
In connection with this offering, certain Underwriters and selling group
members (if any) who are qualifying registered market makers on the Nasdaq
Stock Market may engage in passive market making transactions in the Common
Stock on the Nasdaq National Market in accordance with Rule 10b-6A under the
Exchange Act during the two business day period before commencement of sales
in this offering. The passive market making transactions must comply with
applicable price and volume limits and be identified as such. In general, a
passive market maker may display its bid at a price not in excess of the
highest independent bid for the security; if all independent bids are lowered
below the passive market maker's bid, however, such bid must then be lowered
when certain purchase limits are exceeded. Net purchases by a passive market
maker on each day are generally limited to a specified percentage of the
passive market maker's average daily trading volume in the Common Stock during
a prior period and must be
14
<PAGE>
discontinued when such limit is reached. Passive market making may stabilize
the market price of the Common Stock at a level above that which might
otherwise prevail and if commenced, may be discontinued at any time.
The Company has agreed that until 90 days after the date of this Prospectus,
it will not, without the prior written consent of the Representatives of the
Underwriters, directly or indirectly sell, offer to sell, issue, distribute or
otherwise dispose of any shares of Common Stock or any options, rights or
warrants with respect to any Common Stock or register for sale under the
Securities Act, any Common Stock, subject to certain limited exceptions.
Further, the directors and executive officers of the Company have agreed not
to directly or indirectly sell, contract to sell, grant any option to purchase
or otherwise transfer or dispose of an aggregate of approximately 1,590,490
shares of the Company's Common Stock (including shares issuable upon exercise
of options) for the 90-day period from the date of this Prospectus without the
prior written consent of the Underwriters.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Palo Alto, California. Certain legal matters in connection with
this offering will be passed upon for the Underwriters by Gray Cary Ware &
Freidenrich, A Professional Corporation, Palo Alto, California.
EXPERTS
The consolidated financial statements of Microchip Technology Incorporated
and Subsidiaries as of March 31, 1996 and 1995, and for each of the years in
the three-year period ended March 31, 1996, have been incorporated herein by
reference and in the registration statement in reliance upon the report of
KPMG Peat Marwick LLP, independent certified public accountants, incorporated
herein by reference and upon the authority of such firm as experts in
accounting and auditing.
ADDITIONAL INFORMATION
This Prospectus constitutes a part of a Registration Statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information with respect to the
Company and the shares of Common Stock offered hereby, reference is hereby
made to the Registration Statement. Statements contained herein concerning the
provisions of any document are not necessarily complete, and each such
statement is qualified in its entirety by reference to the copy of such
document filed with the Commission.
15
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PRO-
SPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER
TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION
IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIV-
ERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUM-
STANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
-----------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
Prospectus Summary......................................................... 3
Risk Factors............................................................... 6
Dividend Policy............................................................ 11
Price Range of Common Stock................................................ 11
Use of Proceeds............................................................ 12
Capitalization............................................................. 12
Selected Consolidated Financial Data....................................... 13
Underwriting............................................................... 14
Legal Matters.............................................................. 15
Experts.................................................................... 15
Additional Information..................................................... 15
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
1,000,000 Shares
[LOGO OF MICROCHIP]
Common Stock
-----------
PROSPECTUS
-----------
Alex. Brown & Sons
INCORPORATED
Deutsche Morgan Grenfell
Prudential Securities Incorporated
Robertson, Stephens & Company
, 1997
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
