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
<TABLE>
<CAPTION>
========================================================================================================================
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
<S> <C> <C> <C> <C>
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
========================================================================================================================
</TABLE>
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.
- --------------------------------------------------------------------------------
<PAGE>
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
--------
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<S> <C>
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
</TABLE>
II-1
<PAGE>
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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Steve Sanghi Chairman of the Board of Directors, November 20, 1997
- --------------------- President and Chief Executive Officer
Steve Sanghi (Principal Executive Officer)
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C> <C>
/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
</TABLE>
II-3
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
EXHIBITS
TO
FORM S-8
UNDER SECURITIES ACT OF 1933
MICROCHIP TECHNOLOGY INCORPORATED
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
<S> <C>
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
</TABLE>
Exhibit 5
Opinion and Consent of Mary Simmons-Mothershed, Esq.
November 20, 1997
Writer's Direct Line: (602)786-7381
Writer's Direct Facsimile: (602)917-4112
Microchip Technology Incorporated
2355 West Chandler Boulevard
Chandler, Arizona 85224
Re: Registration Statement on Form S-8 For Issuance of Common Stock Under
the Microchip Technology Incorporated 1993 Stock Option Plan (the
"Stock Option Plan"), the Microchip Technology Incorporated Employee
Stock Purchase Plan (the "Purchase Plan") and the Microchip Technology
Incorporated International Employee Stock Purchase Plan (the
"International Purchase Plan")
Gentlemen:
I refer you to your registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of (i) 2,000,000 shares of Common
Stock under the Stock Option Plan, (ii) 300,000 shares of Common Stock under the
Purchase Plan and (iii) 10,000 shares of Common Stock under the International
Purchase Plan. I advise you that, in my opinion, when such shares have been
issued and sold pursuant to the applicable provisions of the Stock Option Plan,
the Purchase Plan and the International Purchase Plan, and in accordance with
the Registration Statement, such shares will be validly issued, fully-paid and
non-assessable shares of the Company's Common Stock, par value $.001 per share.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely yours,
/s/ Mary Simmons-Mothershed
Mary Simmons-Mothershed
Corporate Counsel
Microchip Technology Incorporated
Exhibit 10
International Employee Stock Purchase Plan as Amended Through April 25, 1997
MICROCHIP TECHNOLOGY INCORPORATED
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
AS AMENDED THROUGH APRIL 25, 1997
---------------------------------
I. PURPOSE
-------
This International Employee Stock Purchase Plan is hereby
established by Microchip Technology Incorporated, a Delaware corporation
("Microchip"), in order to provide eligible employees of foreign Microchip
subsidiaries with the opportunity to acquire a proprietary interest in Microchip
through the purchase of shares of Microchip common stock at periodic intervals
with their accumulated payroll deductions.
II. DEFINITIONS
-----------
For purposes of administration of the Plan, the following
terms shall have the meanings indicated:
Common Stock means shares of Microchip common stock, par value
$0.001 per share.
Earnings means regular base salary plus such additional items
of compensation as the Plan Administrator may deem appropriate.
Effective Date means June 1, 1994 for the Foreign Subsidiaries
listed in attached Schedule A. For any other Foreign Subsidiary, the Effective
Date shall be determined by the Microchip Board of Directors prior to the time
such Foreign Subsidiary is to become a participating company in the Plan.
Eligible Employee means any non-U.S. citizen who is engaged,
on a regularly-scheduled basis of more than twenty (20) hours per week for more
than five (5) months per calendar year, in the rendition of personal services
outside the U.S. as an employee of a Foreign Subsidiary subject to the control
and direction of that Foreign Subsidiary as to both the work to be performed and
the manner and method of performance.
Foreign Subsidiary means any non-U.S. Microchip subsidiary
which elects, with the approval of the Microchip Board of Directors, to extend
the benefits of this Plan to its Eligible Employees. As of the Effective Date,
the Foreign Subsidiaries participating in the Plan are listed on attached
Schedule A.
Participant means any Eligible Employee of a Foreign
Subsidiary who is actively participating in the Plan.
Service means the period during which an individual performs
services as an
<PAGE>
Eligible Employee and shall be measured from his or her hire date, whether that
date is before or after the Effective Date of the Plan.
III. ADMINISTRATION
--------------
Each Foreign Subsidiary shall have responsibility for the
administration of the Plan with respect to its Eligible Employees. Accordingly,
the Plan shall, as to each Foreign Subsidiary, be separately administered by a
committee (the "Plan Administrator") comprised of two or more members of the
senior management of that Foreign Subsidiary appointed from time to time by the
Microchip Board of Directors. The Plan Administrator shall have full authority
to administer the Plan, including authority to interpret and construe any
provision of the Plan and to adopt such rules and regulations for administering
the Plan as it may deem necessary. Decisions of the Plan Administrator shall be
subject to ratification by the Microchip Board of Directors and, when so
ratified, shall be final and binding on all parties who have an interest in the
Plan.
IV. PURCHASE PERIODS
----------------
A. Shares of Common Stock shall be offered for purchase under
the Plan through a series of successive purchase periods until such time as (i)
the maximum number of shares of Common Stock available for issuance under the
Plan shall have been purchased or (ii) the Plan shall have been sooner
terminated in accordance with Article VIII.
B. The Plan shall be implemented in a series of successive
purchase periods, each to be of a duration of six (6) months. The initial
purchase period will begin on June 1, 1994 and end on the last U.S. business day
in November 1994. Subsequent purchase periods shall, for so long as the Plan
remains in existence, run from the first U.S. business day of December to the
last U.S. business day of May and from the first U.S. business day of June to
the last U.S. business day of November.
C. No purchase period shall commence under the Plan, nor shall
any shares of Common Stock be issued hereunder, until such time as (i) the Plan
shall have been approved by the Microchip Board of Directors and (ii) Microchip
shall have complied with all applicable requirements of the Securities Act of
1933 (as amended), all applicable listing requirements of any securities
exchange on which shares of the Common Stock are listed and all other applicable
statutory and regulatory requirements.
D. The Participant shall be granted a separate purchase right
for each purchase period in which he/she participates. The purchase right shall
be granted on the start date of the purchase period and shall be automatically
exercised on the last U.S. business day of that purchase period.
E. The acquisition of Common Stock through plan participation
for any purchase period shall neither limit nor require the acquisition of
Common Stock by the Participant in any subsequent purchase period.
2
<PAGE>
V. ELIGIBILITY AND PARTICIPATION
-----------------------------
A. Each Eligible Employee of each Foreign Subsidiary
participating in the Plan may join the Plan in accordance with the following
provisions:
- An individual who is an Eligible Employee with at least
thirty (30) days of Service prior to the start date of the purchase
period may enter that purchase period on such start date, provided
he/she enrolls in the purchase period on or before such date in
accordance with Section V.B below. Should any such Eligible Employee
not enter the purchase period on the start date, then he/she may not
subsequently join that particular purchase period on any later date.
- An individual who is an Eligible Employee with less than
thirty (30) days of Service on the start date of the purchase period
may not participate in that purchase period but will be eligible to
join the Plan on the start date of the first purchase period thereafter
on which he/she is an Eligible Employee with at least thirty (30) days
of Service.
B. To participate for a particular purchase period, the
Eligible Employee must complete the enrollment forms prescribed by the Plan
Administrator (including a purchase agreement and a payroll deduction
authorization) and file such forms with the Plan Administrator (or its
designate) on or before the start date of that purchase period.
C. The payroll deduction authorized by the Participant shall
be collected under the Plan in the currency in which paid by the Foreign
Subsidiary and may be any multiple of one percent (1%) of the Earnings paid to
the Participant during each purchase period, up to a maximum of ten percent
(10%). Any changes or fluctuations in the exchange rate at which the currency
collected from the Participant through such payroll deductions is converted into
U.S. Dollars on each purchase date under the Plan shall be borne solely by the
Participant. The deduction rate so authorized shall continue in effect for the
entire purchase period and for each successive purchase period, except to the
extent such rate is changed in accordance with the following guidelines:
- The Participant may, at any time during the purchase period,
reduce his/her rate of payroll deduction. Such reduction shall become
effective as soon as possible after filing of the requisite reduction
form with the Plan Administrator (or its designate), but the
Participant may not effect more than one such reduction during the same
purchase period.
- The Participant may, prior to the start date of any
subsequent purchase period, increase or decrease the rate of his/her
payroll deduction by filing the appropriate form with the Plan
Administrator (or its designate). The new rate (which may not exceed
the ten percent (10%) maximum) shall become effective as of the start
date of the new six (6)-month purchase period.
Payroll deductions will automatically cease upon the
termination of the
3
<PAGE>
Participant's purchase right in accordance with the applicable provisions of
Section VII below.
VI. STOCK SUBJECT TO PLAN
---------------------
A. The Common Stock purchasable under the Plan shall, solely
in the discretion of the Microchip Board, be made available from authorized but
unissued shares of Common Stock or from shares of Common Stock reacquired by
Microchip, including shares of Common Stock purchased on the open market. The
total number of shares which may be issued under the Plan shall not exceed
66,250(1) shares.
B. In the event any change is made to the outstanding Common
Stock by reason of any stock dividend, stock split, combination of shares or
other change affecting such outstanding Common Stock as a class without
Microchip's receipt of consideration, appropriate adjustments shall be made by
the Microchip Board of Directors to (i) the class and maximum number of
securities issuable over the term of the Plan, (ii) the class and maximum number
of securities purchasable per Participant during any one purchase period and
(iii) the class and number of securities and the price per share in effect under
each purchase right at the time outstanding under the Plan. Such adjustments
shall be designed to preclude the dilution or enlargement of rights and benefits
under the Plan.
VII. PURCHASE RIGHTS
---------------
An Eligible Employee who participates in the Plan for a
particular purchase period shall have the right to purchase shares of Common
Stock upon the terms and conditions set forth below and shall execute a purchase
agreement incorporating such terms and conditions and such other provisions (not
inconsistent with the Plan) as the Plan Administrator may deem advisable.
Purchase Price. Common Stock shall be issuable at the end of
each purchase period at a purchase price equal to one hundred percent (100%) of
the lower of (i) the fair market value per share on the start date of that
purchase period or (ii) the fair market value per share on the last U.S.
business day of that purchase period.
Valuation. The fair market value per share of Common Stock on
any relevant date under the Plan shall be the closing selling price per share of
Common Stock on that date, as officially quoted on the Nasdaq National Market.
If there is no quoted selling price for such date, then the closing selling
price per share of Common Stock on the next preceding day for which there does
exist such a quotation shall be determinative of fair market value.
Number of Purchasable Shares. The number of shares purchasable
per Participant during each purchase period shall be determined as follows:
first, the payroll deductions in the
- ---------------------------
1 Adjusted to reflect: (i) the three-for-two stock split of the outstanding
Common Stock effected in November, 1994; (ii) the three-for-two stock split of
the outstanding Common Stock effected in January, 1997, and (iii) the 10,000
share increase authorized by the Board of Directors on April 25, 1997.
4
<PAGE>
currency in which collected from the Participant during that purchase period
shall be converted into U.S. Dollars on the last U.S. business day of the
purchase period at the exchange rate in effect on that day; then, the U.S.
Dollar amount calculated for the Participant on the basis of such exchange rate
shall be divided by the purchase price in effect for such period to determine
the number of whole shares of Common Stock purchasable on the Participant's
behalf for that purchase period. However, no Participant may, during any one
purchase period, purchase more than five hundred sixty three (563) shares of
Common Stock.
Payment. Payment for the Common Stock purchased under the Plan
shall be effected by means of the Participant's authorized payroll deductions in
the currency in which paid by the Foreign Subsidiary. Such deductions shall
begin with the first full payroll period beginning with or immediately following
the start date of the purchase period and shall (unless sooner terminated by the
Participant) continue through the pay day ending with or immediately prior to
the last day of such purchase period. The amounts so collected shall be credited
to the Participant's book account under the Plan, but no interest shall be paid
on the balance from time to time outstanding in such account. The amounts
collected from a Participant may be commingled with the general assets of the
Foreign Subsidiary or Microchip and may be used for general corporate purposes.
However, all purchases of Common Stock under the Plan shall be made in U.S.
Dollars on the basis of the exchange rate in effect on the last day of each
purchase period.
Termination of Purchase Right. The following provisions shall
govern the termination of outstanding purchase rights:
- A Participant may, at any time prior to the last seven (7)
business days of the Foreign Subsidiary falling within the purchase
period, terminate his/her outstanding purchase right by filing the
prescribed notification form with the Plan Administrator. No further
payroll deductions shall be collected from the Participant with respect
to the terminated purchase right, and any payroll deductions collected
for the purchase period in which such termination occurs shall, at the
Participant's election, be immediately refunded in the currency in
which paid by the Foreign Subsidiary or held for the purchase of shares
at the end of such purchase period. If no such election is made at the
time the termination notice is filed, then the Participant's payroll
deductions shall be refunded as soon as possible after the termination
date of his/her purchase right.
- The termination of such purchase right shall be irrevocable,
and the Participant may not subsequently rejoin the purchase period for
which the terminated purchase right was granted. In order to resume
participation in any subsequent purchase period, such individual must
re-enroll in the Plan (by making a timely filing of a new purchase
agreement and payroll deduction authorization) on or before the date
he/she is first eligible to join the new purchase period.
- If the Participant ceases to remain an Eligible Employee
while his/her purchase right is outstanding, then such purchase right
shall immediately terminate, and the payroll deductions collected from
such Participant for the
5
<PAGE>
purchase period shall be promptly refunded in the currency in which
paid by the Foreign Subsidiary to the Participant. However, should the
Participant's cessation of Eligible Employee status occur by reason of
death or permanent disability, then such individual (or the personal
representative of a deceased Participant) shall have the following
election, exercisable up until the last day of the purchase period:
- to withdraw all of the Participant's payroll deductions for
such purchase period, in the currency in which paid by the Foreign
Subsidiary, or
- to have such funds held for the purchase of shares at the
end of the purchase period.
If no such election is made, then such funds shall be refunded
as soon as possible after the end of the purchase period. In no event,
however, may any payroll deductions be made on the Participant's behalf
following his/her cessation of Eligible Employee status.
Stock Purchase. Shares of Common Stock shall automatically be
purchased on behalf of each Participant (other than Participants whose payroll
deductions have previously been refunded in accordance with the Termination of
Purchase Right provisions above) on the last U.S. business day of each purchase
period. The purchase shall be effected as follows: first, each Participant's
payroll deductions for that purchase period (together with any carryover
deductions from the preceding purchase period) shall be converted from the
currency in which paid by the Foreign Subsidiary into U.S. Dollars at the
exchange rate in effect on the purchase date, and then the amount of U.S.
Dollars calculated for each Participant on the basis of such exchange rate shall
be applied to the purchase of whole shares of Common Stock (subject to the
limitation on the maximum number of purchasable shares set forth above) at the
purchase price in effect for such purchase period. Any payroll deductions not
applied to such purchase because they are not sufficient to purchase a whole
share shall be held for the purchase of Common Stock in the next purchase
period. However, any payroll deductions not applied to the purchase of Common
Stock by reason of the limitation on the maximum number of shares purchasable by
the Participant during the purchase period shall be promptly refunded to the
Participant in the currency in which paid by the Foreign Subsidiary.
Proration of Purchase Rights. Should the total number of
shares of Common Stock which are to be purchased pursuant to outstanding
purchase rights on any particular date exceed the number of shares then
available for issuance under the Plan, the Plan Administrator shall make a
pro-rata allocation of the available shares on a uniform and nondiscriminatory
basis, and the payroll deductions of each Participant, to the extent in excess
of the aggregate purchase price payable for the Common Stock pro-rated to such
individual, shall be refunded to such Participant in the currency in which paid
by the Foreign Subsidiary.
Rights as Stockholder. A Participant shall have no stockholder
rights with respect to the shares subject to his/her outstanding purchase right
until the shares are actually purchased on the Participant's behalf in
accordance with the applicable provisions of the Plan. No adjustments
6
<PAGE>
shall be made for dividends, distributions or other rights for which the record
date is prior to the date of such purchase.
A Participant shall be entitled to receive, as soon as
practicable after the end of each purchase period, a stock certificate for the
number of shares purchased on the Participant's behalf. Such certificate may,
upon the Participant's request, be issued in the names of the Participant and
his/her spouse or may be issued in "street name" for immediate deposit in a
designated brokerage account.
Assignability. No purchase right granted under the Plan shall
be assignable or transferable by the Participant other than by will or by the
laws of descent and distribution following the Participant's death, and during
the Participant's lifetime the purchase right shall be exercisable only by the
Participant.
Change in Ownership. Should any of the following transactions
(a "Corporate Transaction") occur during the purchase period:
(i) a merger or other reorganization in which
Microchip will not be the surviving corporation (other than a
reorganization effected primarily to change the State in which
Microchip is incorporated), or
(ii) a sale of all or substantially all of
Microchip's assets in liquidation or dissolution of Microchip, or
(iii) a reverse merger in which Microchip is the
surviving corporation but in which more than 50% of Microchip's
outstanding voting stock is transferred to person or persons different
from those who held the stock immediately prior to such merger,
then all outstanding purchase rights under the Plan shall
automatically be exercised immediately prior to the effective date of such
Corporate Transaction by applying the payroll deductions of each Participant for
the purchase period in which such Corporate Transaction occurs to the purchase
of whole shares of Common Stock at one hundred percent (100%) of the lower of
(i) the fair market value of the Common Stock on the start date of the purchase
period in which such Corporate Transaction occurs or (ii) the fair market value
of the Common Stock immediately prior to the effective date of such Corporate
Transaction. Payroll deductions shall be converted from the currency in which
paid by the Foreign Subsidiary into U.S. Dollars on the basis of the exchange
rate in effect on the purchase date, and the applicable share limitation of
Article VII shall continue to apply to each such purchase. Should Microchip sell
or otherwise dispose of its ownership interest in any Foreign Subsidiary
participating in the Plan, whether through merger or sale of all or
substantially all of the assets or outstanding capital stock of that Foreign
Subsidiary, then a similar exercise of outstanding purchase rights shall be
effected immediately prior to the effective date of such disposition, but only
to the extent those purchase rights are attributable to the employees of such
Foreign Subsidiary.
7
<PAGE>
Microchip shall use its best efforts to provide at least ten
(10)-days advance written notice of the occurrence of any such Corporate
Transaction, and the Participants shall, following the receipt of such notice,
have the right to terminate their outstanding purchase rights in accordance with
the applicable provisions of this Article VII.
VIII. AMENDMENT AND TERMINATION
-------------------------
A. The Microchip Board of Directors may alter, amend, suspend
or discontinue the Plan with respect to one or more Foreign Subsidiaries
following the end of any purchase period. The Microchip Board may also terminate
the Plan in its entirety immediately following the end of any purchase period.
In such event, no further purchase rights shall thereafter be granted or
exercised, and no further payroll deductions shall thereafter be collected,
under the Plan.
IX. GENERAL PROVISIONS
------------------
A. The Plan shall become effective on the designated Effective
Date for each Foreign Subsidiary, provided Microchip shall have complied with
all applicable requirements of the Securities Act of 1933 (as amended), all
applicable listing requirements of any securities exchange on which shares of
the Common Stock are listed and all other applicable requirements established by
law or regulation.
B. The Plan shall terminate upon the earlier of (i) the last
U.S. business day in November 2004 or (ii) the date on which all shares
available for issuance under the Plan shall have been sold pursuant to purchase
rights exercised under the Plan.
C. All costs and expenses incurred in the administration of
the Plan shall be paid by the Foreign Subsidiary.
D. Neither the action of Microchip or the Foreign Subsidiary
in establishing the Plan, nor any action taken under the Plan by the Microchip
Board or the Plan Administrator, nor any provision of the Plan itself shall be
construed so as to grant any person the right to remain in the employ of the
Foreign Subsidiary for any period of specific duration, and such person's
employment may be terminated at any time, with or without cause.
8
<PAGE>
SCHEDULE A
LIST OF FOREIGN COUNTRIES
PARTICIPATING IN THE PLAN
AS OF OCTOBER 16, 1996
----------------------
TAIWAN
KOREA
HONG KONG
JAPAN
ENGLAND
SINGAPORE
GERMANY
ITALY
CANADA
9
KPMG Peat Marwick LLP
The Board of Directors
Microchip Technology Incorporated:
We consent to incorporation by reference in the registration statement on Form
S-8 of Microchip Technology Incorporated of our report dated April 18, 1997,
relating to the consolidated balance sheets of Microchip Technology Incorporated
and subsidiaries as of March 31, 1997 and 1996, and the related consolidated
statements of income, stockholders' equity and cash flows for each of the years
in the three-year period ended March 31, 1997 which report appears in the March
31, 1997, annual report on Form 10-K of Microchip Technology Incorporated.
/s/ KPMG Peat Marwick LLP
Phoenix, Arizona
November 17, 1997
Exhibit 23.2
Consent of Mary Simmons-Mothershed, Esq. is contained in Item 5
Exhibit 24
Power of Attorney. Reference is made to Page II-2
of this Registration Statement
