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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MICROCHIP TECHNOLOGY INCORPORATED
(Exact name of Registrant as specified in its charter)
DELAWARE 86-0629024
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2355 WEST CHANDLER BOULEVARD
CHANDLER, AZ 85224-6199
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
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STEVE SANGHI
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
MICROCHIP TECHNOLOGY INCORPORATED
2355 WEST CHANDLER BOULEVARD
CHANDLER, AZ 85224-6199
602-786-7200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
BARRY E. TAYLOR CRAIG D. NORRIS GREGORY M. GALLO SCOTT M. STANTON
MATTHEW B. SWARTZ WILSON SONSINI GILBERT GALLARDO GRAY CARY WARE &
GOODRICH & ROSATI PROFESSIONAL FREIDENRICH A PROFESSIONAL
CORPORATION 650 PAGE MILL ROAD PALO CORPORATION 400 HAMILTON AVENUE PALO
ALTO, CA 94304 (415) 493-9300 ALTO, CA 94301 (415) 328-6561
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration
Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-19919
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1)(2) PER SHARE OFFERING PRICE FEE(2)
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Common Stock $.001 par value..... 230,000 shares $36.25 $8,337,500 $2,527
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(1) Includes 30,000 shares of Common Stock which the Underwriters have the
option to purchase to cover over-allotments, if any.
(2) 1,150,000 shares were registered under Securities Act Registration
Statement No. 333-19919, whereby a filing fee of $12,916 was previously
paid with such earlier registration statement.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act
of 1933, as amended (the "Securities Act"), by Microchip Technology
Incorporated (the "Company"). In accordance with Rule 429 under the Securities
Act, this Registration Statement incorporates by reference the contents of the
Registration Statement on Form S-3 (Registration No. 333-19919) which was
declared effective by the Commission on January 28, 1997 relating to the
offering of up to 1,000,000 shares of Common Stock of the Company plus up to
150,000 shares that may be sold pursuant to the Underwriters' over-allotment
option.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on January 29, 1997), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover
the amount of such filing fee, and (iv) it will confirm receipt of such
instructions by its bank during the bank's regular business hours no later
than January 29, 1997.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 January 28, 1997.
MICROCHIP TECHNOLOGY INCORPORATED
By: /s/ C. Philip Chapman
___________________________________
C. Philip Chapman
Vice President, Chief Financial
Officer and Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON JANUARY 28,
1997 IN THE CAPACITIES INDICATED.
SIGNATURES TITLE
* Chairman, President, Chief
- - - - ------------------------------------- Executive Officer (Principal
STEVE SANGHI Executive Officer) and
Director)
/s/ C. Philip Chapman Vice President, Chief Financial
- - - - ------------------------------------- Officer and Secretary
C. PHILIP CHAPMAN (Principal Financial and
Accounting Officer)
Director
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JON H. BEEDLE
* Director
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ALBERT J. MARTINEZ
* Director
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L.B. DAY
*By /s/ C. Philip Chapman
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C. PHILIP CHAPMAN
as Attorney-in-Fact
ALTII-3
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INDEX TO EXHIBITS
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EXHIBIT PAGE
NUMBER EXHIBIT TABLE NO.
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5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, Professional Corporation.
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1* Power of Attorney.
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*Incorporated by reference to Registration Statement on Form S-1 (File No. 333-
19919).
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EXHIBIT 5.1
[Wilson Sonsini Goodrich & Rosati letterhead]
January 28, 1997
Microchip Technology Incorporated
2355 West Chandler Boulevard
Chandler, AZ 85244-6199
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by you
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Securities Act"), with the Securities and Exchange Commission on or about
January 28, 1997 (as such may thereafter be amended or supplemented, the
"Registration Statement") in connection with the registration under the
Securities Act of 230,000 shares of your Common Stock, $.001 par value (the
"Stock"). The Stock includes 230,000 shares to be issued by the Company
including an over-allotment option granted to the Underwriters to purchase
30,000 shares. As your legal counsel, we have examined the proceedings being
taken by you relating to the issuance and sale of the Stock.
It is our opinion that the Stock, when issued and sold in the manner
referred to in the Registration Statement and in accordance with the resolutions
adopted by the Board of Directors of the Company, will be legally and validly
issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Microchip Technology Incorporated
We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Phoenix, Arizona
January 28, 1997
