<PAGE>
As filed with the Securities and Exchange Commission on March 22, 2000
Registration No. 333-92323
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1 to
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)
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Delaware 86-0629024
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2355 W. Chandler Blvd.
Chandler, Arizona 85224-6199
(480) 786-7200
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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STEVE SANGHI
Chairman of the Board, President
and Chief Executive Officer
Microchip Technology Incorporated
2355 W. Chandler Blvd.
Chandler, Arizona 85224-6199
(480) 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 Gregory M. Gallo
Craig D. Norris David A. Hubb
Charles J. Prober Nicole D. Alston
Wilson Sonsini Goodrich & Rosati Gray Cary Ware & Freidenrich LLP
Professional Corporation 400 Hamilton Avenue
650 Page Mill Road Palo Alto, California 94301
Palo Alto, California 94304 (650) 833-2000
(650) 493-9300
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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.
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 426(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. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
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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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as the Securities
Exchange Commission, acting pursuant to said Section 8(a), may determine.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. The prospectus is not an +
+offer to sell these securities and it is not soliciting offers to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION DATED MARCH 22, 2000
1,650,000 Shares
[MICROCHIP LOGO]
Common Stock
--------
Our common stock is traded on The Nasdaq Stock Market's National Market under
the symbol "MCHP." On March 21, 2000, the last reported sale price for our
common stock on The Nasdaq National Market was $64.6875 per share.
The underwriters have an option to purchase a maximum of 247,500 additional
shares to cover over-allotments of shares.
Investing in our common stock involves risks. See "Risk Factors" on page 4.
<TABLE>
<CAPTION>
Underwriting
Price to Discounts and Proceeds to
Public Commissions Microchip
------------- ------------- -------------
<S> <C> <C> <C>
Per Share................................... $ $ $
Total....................................... $ $ $
</TABLE>
Delivery of the shares of common stock will be made on or about , 2000.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
Credit Suisse First Boston
Merrill Lynch & Co.
Prudential Volpe Technology
a unit of Prudential Securities
Robertson Stephens
The date of this prospectus is , 2000.
<PAGE>
------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary............... 1
Risk Factors..................... 4
Dividend Policy.................. 8
Use of Proceeds.................. 8
Capitalization................... 9
Selected Consolidated Financial
Data............................ 10
</TABLE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
Underwriting.................. 11
Notice to Canadian Residents.. 13
Where You Can Find More
Information.................. 14
Legal Matters................. 15
Experts....................... 15
</TABLE>
------------
You should rely only on the information contained in this document or to
which we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements in this prospectus constitute forward-looking
statements. In some cases, you can identify forward-looking statements by terms
such as may, will, should, expect, plan, intend, forecast, anticipate, believe,
estimate, predict, potential, continue or the negative of these terms or other
comparable terminology. The forward-looking statements contained in this
prospectus involve known and unknown risks, uncertainties and situations that
may cause our or our industry's actual results, level of activity, performance
or achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these statements.
These factors include those listed under "Risk Factors" and elsewhere in this
prospectus.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. You should not place undue reliance on
these forward-looking statements.
<PAGE>
PROSPECTUS SUMMARY
You should read the following summary together with the more detailed
information regarding our company and the common stock being sold in this
offering and our consolidated financial statements and related notes appearing
elsewhere in this prospectus or incorporated by reference into this prospectus.
In this prospectus, "we," "us" and "our" each refers to Microchip Technology
Incorporated and not to the underwriters.
Microchip Technology Incorporated
Overview of Our Business
Our Products
We develop and manufacture microcontrollers, application-specific standard
products, referred to as ASSPs, and related memory products for high-volume
embedded control applications. We market our products to the consumer,
automotive, office automation, communications and industrial markets.
We provide highly cost-effective embedded control products for a wide
variety of applications and believe that our PIC(R) product family is a
price/performance leader in the worldwide microcontroller market. Our embedded
control products also offer the advantages of small size, low voltage operation
and ease of development, enabling timely and cost-effective product integration
by our customers.
Our ASSP products include a variety of specialized integrated circuits,
including our family of KEELOQ(R) security products for wireless
communications.
Our memory products are primarily comprised of serial electrically erasable
programmable read-only memory, referred to as EEPROMs. Serial EEPROMs are used
primarily to provide non-volatile memory storage in embedded control systems.
Embedded control systems typically incorporate a microcontroller as the
principal active, and sometimes sole, component. A microcontroller is a self-
contained computer-on-a-chip consisting of a central processing unit, non-
volatile program memory, random access memory for data storage and various
input/output capabilities. In addition to the microcontroller, a complete
embedded control system incorporates application-specific software and may
include specialized peripheral device controllers and external non-volatile
memory components, such as EEPROMs to store additional program software.
Embedded control systems enable our customers 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:
. automotive air bag systems
. remote control devices
. handheld tools
. appliances
. portable computers
. cordless and cellular telephones
. motor controls, and
. security systems.
1
<PAGE>
Our Strategy
Our strategy is to provide embedded control solutions that combine time-to-
market advantages with high performance and increased functionality. With our
field programmable microcontrollers and easy-to-use development systems,
customers can typically design and produce new products or new product features
in a few days. In addition, our reduced instruction set computing, referred to
as RISC, architecture provides faster performance than competing
microcontrollers. Using advanced design and manufacturing technology, we can
provide products that have some of the smallest package sizes and that operate
at voltage levels and power requirements that are among the lowest in the
embedded control industry.
Our Customers
We sell our products to a geographically diverse base of customers across a
broad and growing range of market applications, reducing our dependence on any
single industry, market or customer. We sell to more than 600 original
equipment manufacturer, referred to as OEM, customers directly. We also sell to
more than 20,000 other customers worldwide through our distributors. To date,
we have sold more than 160,000 application development systems, providing a
broad foundation for future microcontroller sales.
Our Manufacturing Capabilities
We design and fabricate wafers at our facilities in Chandler and Tempe,
Arizona. We continue to transition products to smaller geometries and to larger
wafer sizes to reduce future manufacturing costs. Our current manufacturing
geometries range from 0.7 to 1.2 microns, with all new products produced on the
smallest 0.7 micron process. We currently produce our products on 6-inch and 8-
inch wafers, with all incremental production on the larger 8-inch wafers.
The ownership of our manufacturing resources is an important component of
our business strategy, enabling us 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 us to shorten our
design and production cycles. We perform product packaging and testing at our
facilities located near Bangkok, Thailand. We also use third-party assembly and
test contractors in several Asian countries.
Our executive offices are located at 2355 West Chandler Boulevard, Chandler,
Arizona 85224-6199, and our telephone number is (480) 786-7200. Our web site
address is www.microchip.com. Information contained on our web site should not
be considered a part of this prospectus.
The Offering
The following information is based on the number of shares outstanding at
December 31, 1999, excluding outstanding options to purchase 10,268,288 shares
of common stock under our stock option plans and a warrant to purchase 450,000
shares of common stock.
<TABLE>
<S> <C>
Common stock offered.............. 1,650,000 shares
Common stock to be outstanding 78,169,871 shares
after this offering..............
Use of proceeds................... We will use the proceeds from this offering
to fund capital expansion activities.
Nasdaq National Market symbol..... MCHP
</TABLE>
Unless we indicate otherwise, the information in this prospectus assumes the
underwriters will not exercise their over-allotment option and reflects a 3-
for-2 split of our common stock effected on February 8, 2000.
2
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL DATA
(in thousands, except per share data)
The information in the as adjusted column included below is calculated to
reflect the issuance of 1,650,000 shares of common stock offered under this
prospectus based on an assumed offering price of $64.6875 per share, after
deducting the estimated underwriter discounts and commissions and estimated
expenses payable by us in connection with the offering.
<TABLE>
<CAPTION>
Nine Months Ended
Year Ended March 31, December 31,
-------------------------- -----------------
1997 1998 1999 1998 1999
-------- -------- -------- -------- --------
(unaudited)
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Net sales....................... $334,252 $396,894 $406,460 $303,436 $354,918
Operating income................ 71,057 86,445 70,156 67,272 96,800
Income before income taxes...... 69,493 88,167 68,611 66,014 97,910
Net income...................... 51,132 64,368 50,088 48,191 71,476
Basic net income per share...... $ 0.66 $ 0.80 $ 0.65 $ 0.62 $ 0.94
Diluted net income per share.... $ 0.62 $ 0.76 $ 0.62 $ 0.60 $ 0.88
Basic common shares
outstanding.................... 77,354 80,364 76,704 77,133 76,355
Diluted common shares
outstanding.................... 82,025 84,470 80,292 80,729 81,074
</TABLE>
<TABLE>
<CAPTION>
Quarter Ended
-------------------------------------------------------------
June Sept. Sept.
30, 30, Dec. 31, Mar. 31, June 30, 30, Dec. 31,
1998 1998 1998 1999 1999 1999 1999
------- -------- -------- -------- -------- -------- --------
(unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales............. $99,489 $103,780 $100,167 $103,024 $107,710 $118,021 $129,187
Operating income...... 17,488 24,664 25,120 2,884 27,582 33,449 35,769
Income before income
taxes................ 17,499 24,059 24,456 2,597 27,669 34,026 36,215
Net income............ 12,774 17,563 17,854 1,897 20,199 24,846 26,437
Basic net income per
share................ $ 0.16 $ 0.22 $ 0.24 $ 0.02 $ 0.27 $ 0.33 $ 0.35
Diluted net income per
share................ $ 0.16 $ 0.22 $ 0.23 $ 0.02 $ 0.26 $ 0.31 $ 0.32
Basic common shares
outstanding.......... 78,227 76,445 75,971 76,382 76,071 76,181 76,425
Diluted common shares
outstanding.......... 81,729 80,037 79,788 80,048 80,681 80,874 81,516
</TABLE>
<TABLE>
<CAPTION>
December 31, 1999
-----------------
As
Actual adjusted
-------- --------
(unaudited)
<S> <C> <C>
Balance Sheet Data:
Working capital............................................. $ 76,503 $177,501
Total assets................................................ 632,131 733,129
Stockholders' equity........................................ 458,147 559,145
</TABLE>
3
<PAGE>
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should
carefully consider the following factors before deciding to purchase shares of
our common stock. The trading price of our common stock could decline due to
any of these risks, in which case you could lose all or part of your
investment. In assessing these risks, you should also refer to the other
information in this prospectus, including our financial statements and the
related notes.
This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as "anticipate," "believe," "plan," "expect,"
"future," "intend" and similar expressions to identify forward-looking
statements. Our actual results could differ materially from those anticipated
in the forward-looking statements as a result of certain factors, including the
risks described below and elsewhere in this prospectus. We disclaim any
obligation to update information contained in any forward-looking statement.
Our quarterly operating results may fluctuate due to factors that could reduce
our net sales and profitability.
Our quarterly operating results are affected by a wide variety of factors
that could reduce our net sales and profitability, many of which are beyond our
control. Some of the factors that may affect our operating results include:
. the level of orders that are received and can be shipped in a quarter
. market acceptance of both our products and our customers' products
. customer order patterns and seasonality
. availability of manufacturing capacity and fluctuations in manufacturing
yield
. the availability and cost of raw materials, equipment and other supplies,
and
. economic, political and other conditions in the worldwide markets served
by us.
We believe that period-to-period comparisons of our operating results are
not necessarily meaningful and that you should not rely upon any comparisons as
indications of future performance. In future periods our operating results may
fall below the expectations of public market analysts and investors, which
would likely have a negative effect on the price of our common stock.
If we fail to maintain manufacturing yields as we increase our capacity, we may
not be able to produce sufficient quantities of integrated circuits to meet
customer demand, which would harm our business.
The manufacture and assembly of integrated circuits, particularly non-
volatile, erasable memory and logic devices such as those that we produce, are
complex processes. These processes 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 our fabrication
personnel and equipment. As is typical in the semiconductor industry, we have
from time to time experienced lower than anticipated manufacturing yields. Our
operating results will suffer if we are unable to maintain yields at
approximately current levels.
We believe that expansion of our manufacturing capacity is important to
enable us to respond to increased sales opportunities and maintain satisfactory
delivery schedules. Our business could suffer 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. We may experience
manufacturing yield or delivery problems in the future, which could harm our
operating results.
4
<PAGE>
We depend on orders that are received and shipped in the same quarter and
therefore have limited visibility of future product shipments.
Our net sales in any given quarter depend upon a combination of orders
received in that quarter for shipment in that quarter, which we refer to as
turns orders, and shipments from backlog. If we do not achieve a sufficient
level of turns orders in a particular quarter, our net sales and operating
results will suffer. We have emphasized our ability to respond quickly to
customer orders as part of our competitive strategy. From fiscal 1994 through
fiscal 1999, this strategy resulted in customers placing orders with
increasingly shorter delivery schedules. This had the effect of increasing
turns orders as a portion of our business in any given quarter and reducing our
visibility on future product shipments. The percentage of turns orders has
decreased substantially for the first three quarters of fiscal 2000, but may
return to higher levels in the future. Because turns orders are difficult to
predict, increased levels of turns orders make our net sales more difficult to
predict.
Intense competition in our markets may lead to reduced sales of our products
and reduced market share.
The semiconductor industry is intensely competitive and has been
characterized by price erosion and rapid technological change. We compete 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 we 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. In addition, our ability to compete successfully
depends on a number of factors both within and outside our control, including:
. the quality, performance, reliability, features, ease of use, pricing and
diversity of our products
. the quality of our customer services and our ability to address the needs
of our customers
. our success in designing and manufacturing new products including those
implementing new technologies
. efficiency of production
. the rate at which customers incorporate our products into their own
products
. product introductions by our competitors, and
. protection of our products and processes by effective utilization of
intellectual property laws.
Historically, average selling prices in the semiconductor industry decrease
over the life of any particular product. The overall average selling prices of
our microcontroller products have remained relatively constant, while average
selling prices of our memory products have declined over time. We have
experienced, and expect to continue to experience, pricing pressure in certain
microcontroller product lines, due primarily to competitive conditions. We may
be unable to maintain average selling prices for our microcontroller or other
products as a result of increased pricing pressure in the future. An increase
in pricing pressure could force us to reduce our average selling prices, which
would reduce our operating results.
We may be unable to compete successfully in the future, which could harm our
business.
We may lose sales if our suppliers of raw materials and equipment fail to meet
our needs.
Our semiconductor manufacturing operations require raw materials and
equipment that must meet exacting standards. We generally have more than one
source for these supplies, but there are only a limited number of suppliers
capable of delivering various raw materials and equipment that meet our
standards. In addition, the raw materials and equipment necessary for our
business could become more difficult to obtain as worldwide use of
semiconductors increases. An interruption of any raw materials or equipment
sources could harm our business. We have faced supply shortages from time to
time in the past, and on occasion our suppliers have told us they need more
time than expected to fill our orders.
5
<PAGE>
Our business is highly dependent on selling through distributors.
Distributors accounted for 63% of our net sales to customers for the nine
months ended December 31, 1999. Our largest distributor accounted for 14% of
our total net sales for the nine months ended December 31, 1999. Generally, we
do not have long-term agreements with our distributors and our distributors may
terminate their relationship with us with little or no advanced notice.
The loss of, or a disruption in the operations of, one or more of our
distributors could reduce our net sales in a given quarter and could result in
an increase in inventory returns.
Our operating results may be impacted by the wide fluctuations of supply and
demand in the semiconductor industry.
The semiconductor industry has been characterized by wide fluctuations of
supply and demand. 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. We have sought
to reduce our exposure to industry cyclicality by selling products to a
geographically diverse base of customers across a broad range of market
applications. However, we may experience substantial period-to-period
fluctuations in future operating results due to general industry or economic
conditions.
If we are unable to adequately protect or enforce our intellectual property
rights, we could lose market share, incur costly litigation expenses or lose
valuable assets.
Our success depends in part on our ability to obtain patents, licenses and
other intellectual property rights covering our products and manufacturing
processes. To that end, we have acquired certain patents and patent licenses
and intend to continue to seek patents on our inventions and manufacturing
processes. The process of seeking patent protection can be long and expensive,
and patents may not be issued from currently pending or future applications. In
addition, our existing patents and any new patents that are issued may not be
of sufficient scope or strength to provide meaningful protection or any
commercial advantage to us. We 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. In addition, the laws of
certain foreign countries do not protect our intellectual property rights to
the same extent as the laws of the United States.
As is typical in the semiconductor industry, we have from time to time
received, and may in the future receive, communications alleging possible
infringement of patents or other intellectual property rights of others. We
investigate all infringement notices and respond as we believe is appropriate.
Based on industry practice, we believe that in most cases we can obtain any
necessary licenses or other rights on commercially reasonable terms, but we
cannot assure that licenses would be available 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 us and
diversion of management effort, may be necessary to enforce our patents or
other intellectual property rights or to defend us 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 harm our
business.
We are highly dependent on foreign sales and operations, which exposes us to
foreign political and economic risks.
Sales to foreign customers account for a substantial portion of our net
sales. During the nine months ended December 31, 1999, 68% of our net sales
were made to foreign customers. We purchase a substantial portion of our raw
materials and equipment from foreign suppliers. In addition, we own product
packaging and testing facilities located near Bangkok, Thailand. We also use
various third-party contractors located throughout Asia for a portion of our
packaging and testing requirements.
6
<PAGE>
Our reliance on foreign sales and operations exposes us to foreign
political and economic risks, including:
. political, social and economic instability
. trade restrictions and changes in tariffs
. import and export license requirements and restrictions
. difficulties in staffing and managing international operations
. disruptions in international transport or delivery
. fluctuations in currency exchange rates
. difficulties in collecting receivables, and
. potentially adverse tax consequences.
If any of these risks materialize, our foreign sales could decrease and our
foreign operations could suffer.
Various Asian countries recently experienced significant economic
difficulties. These difficulties included business failures and a generally
depressed business climate, particularly in the semiconductor industry.
Because of our reliance on Asian facilities, any further economic crisis in
Asia may harm our business.
We are subject to stringent environmental regulation, which may force us to
incur significant expenses.
We must comply with many different federal, state and local governmental
regulations related to the use, storage, discharge and disposal of toxic,
volatile or otherwise hazardous chemicals used in our manufacturing process.
Although we believe that our activities conform to presently applicable
environmental regulations, our failure to comply with present or future
regulations could result in the imposition of fines, suspension of production
or a cessation of operation. Any regulation could require us to acquire costly
equipment or to incur other significant expenses to comply with environmental
regulations. Any failure by us to control the use of or adequately restrict
the discharge of hazardous substances could subject us to future liabilities.
Environmental problems may occur that could subject us to future costs or
liabilities.
We must attract and retain qualified personnel to be successful, and
competition for qualified personnel is intense in our market.
Our success depends to a significant extent upon the efforts and abilities
of our senior management, engineering and other personnel. The competition for
qualified engineering and management personnel is intense. We may be
unsuccessful in retaining our existing key personnel or in attracting and
retaining additional key personnel that we require. The loss of the services
of one or more of our key personnel or the inability to add key personnel
could harm our business. We have no employment agreements with any member of
our senior management team.
The year 2000 problem may adversely affect us by causing failures in our
internal systems or in systems used by our suppliers, distributors or
customers.
The year 2000 problem is the potential for system and processing failure of
date-related data as a result of computer-controlled systems that use two
digits rather than four to define a year in the date field. Many computer
hardware systems and software applications could fail or create erroneous
results unless corrected so that they can correctly process data related to
the year 2000 and beyond. Failures by our internal systems, or by systems used
by our suppliers, distributors or customers, could seriously harm our
business. In particular, the infrastructure of foreign countries where our
products are manufactured or our customers are located may be subject to
disruption or failure as a result of the year 2000 problem.
7
<PAGE>
The future trading price of our common stock could be subject to wide
fluctuations in response to a variety of factors.
The market price of our common stock has fluctuated significantly in the
past and is likely to fluctuate in the future. The future trading price of our
common stock could be subject to wide fluctuations in response to a variety of
factors, many of which are beyond our control, including:
. quarterly variations in our operating results and the operating results
of other semiconductor companies
. actual or anticipated announcements of technical innovations or new
products by us or our competitors
. changes in analysts' estimates of our financial performance or buy/sell
recommendations
. general conditions in the semiconductor industry, and
. worldwide economic and financial conditions.
In addition, the stock market has experienced significant price and volume
fluctuations that have particularly affected the market prices for many high
technology companies and that often have been unrelated to the operating
performance of such companies. These broad market fluctuations and other
factors may harm the market price of our common stock.
Provisions in our charter may have anti-takeover effects.
Provisions in our certificate of incorporation allow us to issue preferred
stock with voting, liquidation and dividend rights senior to those of our
common stock without the approval of our 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 our
outstanding stock. We have no present plans to issue shares of preferred stock.
DIVIDEND POLICY
We have not paid any cash dividends since our inception. We currently
anticipate that we will retain all of our future earnings for use in the
expansion and operation of our business. Thus, we do not anticipate paying any
cash dividends on our capital stock in the foreseeable future.
USE OF PROCEEDS
The net proceeds to us from the sale of the 1,650,000 shares being offered
under this prospectus are estimated to be approximately $100,998,000, or
$116,207,000 if the underwriters' over-allotment option is exercised in full,
based on an assumed offering price of $64.6875 per share and after deducting
the estimated underwriter discounts and commissions and estimated expenses
payable by us in connection with the offering. We intend to use the net
proceeds to purchase additional wafer fabrication and final test equipment and
to fund the construction of additional office building space. Pending these
uses, we intend to invest the net proceeds in investment grade, interest
bearing securities.
8
<PAGE>
CAPITALIZATION
The following table sets forth our capitalization as of December 31, 1999
and is based on the number of shares outstanding at that date, excluding
outstanding options to purchase 10,268,288 shares of common stock under our
stock option plans and a warrant to purchase 450,000 shares of common stock.
The information in the as adjusted column included below is calculated to
reflect the issuance of 1,650,000 shares of common stock offered under this
prospectus based on an assumed offering price of $64.6875 per share, after
deducting the estimated underwriter discounts and commissions and estimated
expenses payable by us in connection with this offering.
<TABLE>
<CAPTION>
December 31, 1999
---------------------
Actual As Adjusted
-------- -----------
(in thousands)
(unaudited)
<S> <C> <C>
Long-term obligations, less current portion.............. $ -- $ --
-------- --------
Stockholders' equity:
Preferred Stock, $0.001 par value; 5,000,000 shares
authorized, no shares issued and outstanding.......... -- --
Common Stock, $0.001 par value, 100,000,000 shares
authorized, 80,822,013 shares issued and 76,519,871
shares outstanding; 80,822,013 shares issued and
78,169,871 shares outstanding as adjusted............. 54 54
Additional paid-in capital............................. 217,403 292,250
Retained earnings...................................... 335,757 335,757
Less shares of common stock held in treasury........... (95,067) (68,916)
-------- --------
Net stockholders' equity............................... 458,147 559,145
-------- --------
Total capitalization................................. $458,147 $559,145
======== ========
</TABLE>
9
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data should be read in
conjunction with our 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. Our
consolidated statement of operations data for each of the years in the five-
year period ended March 31, 1999, and the balance sheet data as of March 31,
1999, 1998, 1997, 1996 and 1995 are derived from and are qualified by reference
to our audited consolidated financial statements. The selected consolidated
statement of operations data for the nine months ended December 31, 1998 and
1999 and the balance sheet data as of December 31, 1999 have 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, 1999, 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,
----------------------------------------------- ------------------
1995 1996 1997 1998 1999 1998 1999
-------- -------- -------- -------- -------- -------- --------
(in thousands, except per share data) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Net sales............... $207,961 $285,888 $334,252 $396,894 $406,460 $303,436 $354,918
Cost of sales........... 101,039 137,708 167,330 199,538 203,574 152,043 171,953
-------- -------- -------- -------- -------- -------- --------
Gross profit............ 106,922 148,180 166,922 197,356 202,886 151,373 182,965
Research and
development............ 20,746 27,517 32,073 38,362 40,787 31,098 33,089
Selling, general and
administrative......... 36,975 48,903 56,248 67,549 63,006 47,503 55,476
Special charges......... -- 11,448 7,544 5,000 28,937 5,500 (2,400)
-------- -------- -------- -------- -------- -------- --------
Operating income........ 49,201 60,312 71,057 86,445 70,156 67,272 86,165
Interest income
(expense), net......... (881) (947) (1,852) 1,505 (2,210) (1,844) 598
Other, net.............. 808 569 288 217 665 586 512
-------- -------- -------- -------- -------- -------- --------
Income before income
taxes.................. 49,128 59,934 69,493 88,167 68,611 66,014 97,910
Provision for income
taxes.................. 12,829 16,182 18,361 23,799 18,523 17,823 26,434
-------- -------- -------- -------- -------- -------- --------
Net income.............. 36,299 43,752 51,132 64,368 50,088 48,191 71,476
======== ======== ======== ======== ======== ======== ========
Basic net income per
share.................. $ 0.51 $ 0.57 $ 0.66 $ 0.80 $ 0.65 $ 0.62 $ 0.94
======== ======== ======== ======== ======== ======== ========
Diluted net income per
share.................. $ 0.47 $ 0.53 $ 0.62 $ 0.76 $ 0.62 $ 0.60 $ 0.88
======== ======== ======== ======== ======== ======== ========
Basic common shares
outstanding............ 71,288 76,125 77,354 80,064 76,704 77,133 76,355
======== ======== ======== ======== ======== ======== ========
Diluted common shares
outstanding............ 77,462 81,800 82,025 84,470 80,292 80,729 81,074
======== ======== ======== ======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
As of March 31,
-------------------------------------------- December 31,
1995 1996 1997 1998 1999 1999
-------- -------- -------- -------- -------- ------------
(in thousands) (unaudited)
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Working capital........ $ 71,307 $ 55,855 $ 91,176 $ 55,171 $ 93,295 $ 76,503
Total assets........... 249,480 358,187 428,092 524,743 505,230 632,131
Long-term obligations,
less current portion.. 15,340 33,250 5,999 8,768 25,000 --
Stockholders' equity... 161,825 219,632 316,584 367,308 358,797 458,147
</TABLE>
10
<PAGE>
UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting
agreement dated , 2000, we have agreed to sell to the underwriters named
below, for whom Credit Suisse First Boston Corporation, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Prudential Securities Incorporated and FleetBoston
Robertson Stephens Inc. are acting as representatives, the following respective
numbers of shares of common stock:
<TABLE>
<CAPTION>
Number of
Underwriters Shares
------------ ----------
<S> <C>
Credit Suisse First Boston Corporation...........................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated............................................
Prudential Securities Incorporated...............................
FleetBoston Robertson Stephens Inc...............................
----------
Total........................................................ 1,650,000
==========
</TABLE>
The underwriting agreement provides that the underwriters are obligated to
purchase all of the shares of common stock in the offering if any are
purchased, other than those shares covered by the over-allotment option
described below. The underwriting agreement also provides that if an
underwriter defaults, the purchase commitments of the non-defaulting
underwriters may be increased or the offering of common stock may be
terminated.
We have granted to the underwriters a 30-day option to purchase on a pro-
rata basis up to 247,500 additional shares at the public offering price less
the underwriting discounts and commissions. The option may be exercised only to
cover any over-allotments of common stock.
The underwriters propose to offer the shares of common stock initially at
the public offering price on the cover page of this prospectus and to selling
group members at that price less a concession of $ per share. The underwriters
and selling group members may allow a discount of $ per share on sales to other
broker/dealers. After the public offering of the common stock, the public
offering price and concession and discount to broker/dealers may be changed by
the underwriters.
The following table summarizes the compensation and estimated expenses we
will pay:
<TABLE>
<CAPTION>
Per Share Total
--------------------- ---------------------
Without Without
Over- With Over- Over- With Over-
allotment allotment allotment allotment
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Underwriting Discounts and
Commissions paid by us.......
Expenses payable by us........
</TABLE>
We and our directors and executive officers have agreed that we and they
will not offer, sell, contract to sell, pledge or otherwise dispose of,
directly or indirectly, any shares of our common stock or securities
convertible into or exchangeable or exercisable for any shares of our common
stock, or enter into a transaction which would have the same effect or publicly
disclose the intention to make any such offer, sale, pledge or disposal without
the prior written consent of Credit Suisse First Boston Corporation for a
period of 90 days after the date of this prospectus, except that our executive
officers and directors may collectively sell up to 375,000 shares of our common
stock in the open market without regard to the restrictions described in this
paragraph. In addition, the holder of a warrant to purchase 450,000 shares of
our common stock has entered into a lock-up agreement for a period of 30 days
after the date of this prospectus.
We have agreed to indemnify the underwriters against liabilities under the
Securities Act or contribute to payments which the underwriters may be required
to make in that respect.
11
<PAGE>
Our common stock is listed on The Nasdaq National Market under the symbol
MCHP.
The representatives may engage in over-allotment, stabilizing transactions,
syndicate covering transactions, penalty bids and "passive" market making in
accordance with Regulation M under the Securities Exchange Act of 1934.
. Over-allotment involves syndicate sales in excess of the offering size,
which creates a syndicate short position.
. Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum.
. Syndicate covering transactions involve purchases of the shares of the
common stock in the open market after the distribution has been completed
in order to cover syndicate short positions.
. Penalty bids permit the underwriters to reclaim a selling concession from
a syndicate member when the shares of common stock originally sold by
that syndicate member is purchased in a syndicate covering transaction to
cover syndicate short positions.
. In "passive" market making, market makers in the common stock who are
underwriters or prospective underwriters may, subject to specific
limitations, make bids for or purchases of the common stock until the
time, if any, at which a stabilizing bid is made.
These stabilizing transactions, syndicate covering transactions and penalty
bids may cause the price of the common stock to be higher than it would
otherwise be in the absence of these transactions. These transactions may be
effected on The Nasdaq National Market or otherwise and, if commenced, may be
discontinued at any time.
A prospectus in electronic format will be made available on the websites
maintained by one or more of the underwriters participating in this offering.
The representatives may agree to allocate a number of shares to underwriters
for sale to their online brokerage account holders. Internet distributions will
be allocated by the underwriters that will make internet distributions on the
same basis as other allocations.
Other than the prospectus in electronic format, the information contained on
any underwriter's website and any information contained on any other website
maintained by an underwrite is not part of this prospectus or the registration
statement of which this prospectus forms a part, has not been approved or
endorsed by us or any underwriter in its capacity as an underwriter and should
not be relied upon by investors.
12
<PAGE>
NOTICE TO CANADIAN RESIDENTS
Resale Restrictions
The distribution of the common stock in Canada is being made only on a
private placement basis exempt from the requirement that we prepare and file a
prospectus with the securities regulatory authorities in each province where
trades of common stock are effected. Accordingly, any resale of the common
stock in Canada must be made in accordance with applicable securities laws
which will vary depending on the relevant jurisdiction, and which may require
resales to be made in accordance with available statutory exemptions or
pursuant to a discretionary exemption granted by the applicable Canadian
securities regulatory authority. Purchasers are advised to seek legal advice
prior to any resale of the common stock.
Representations of Purchasers
Each purchaser of common stock in Canada who receives a purchase
confirmation will be deemed to represent to us and the dealer from whom such
purchase confirmation is received that (i) such purchaser is entitled under
applicable provincial securities laws to purchase such common stock without the
benefit of a prospectus qualified under such securities laws, (ii) where
required by law, that such purchaser is purchasing as principal and not as
agent, and (iii) such purchaser has reviewed the text above under "Resale
Restrictions".
Rights of Actions (Ontario Purchasers)
The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
Ontario securities law. As a result, Ontario purchasers must rely on other
remedies that may be available, including common law rights of action for
damages or rescission or rights of action under the civil liability provisions
of the U.S. federal securities laws.
Enforcement of Legal Rights
All of the issuer's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be
possible for Canadian purchasers to effect service of process within Canada
upon the issuer or such persons. All or a substantial portion of the assets of
the issuer and such persons may be located outside of Canada and, as a result,
it may not be possible to satisfy a judgment against the issuer or such persons
in Canada or to enforce a judgment obtained in Canadian courts against such
issuer or persons outside of Canada.
Notice to British Columbia Residents
A purchaser of common stock to whom the Securities Act (British Columbia)
applies is advised that such purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any
common stock acquired by such purchaser pursuant to this offering. Such report
must be in the form attached to British Columbia Securities Commission Blanket
Order BOR #95/17, a copy of which may be obtained from us. Only one such report
must be filed in respect of common stock acquired on the same date and under
the same prospectus exemption.
Taxation and Eligibility for Investment
Canadian purchasers of common stock should consult their own legal and tax
advisors with respect to the tax consequences of an investment in the common
stock in their particular circumstances and with respect to the eligibility of
the common stock for investment by the purchaser under relevant Canadian
legislation.
13
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission a registration
statement on Form S-3, of which this prospectus is a part, under the Securities
Act with respect to the shares of common stock offered hereby. This prospectus
does not contain all of the information included in the registration statement.
Statements contained in this prospectus concerning the provisions of any
document are not necessarily complete. You should refer to the copy of these
documents filed as an exhibit to the registration statement or otherwise filed
by us with the SEC for a more complete understanding of the matter involved.
Each statement concerning these documents is qualified in its entirety by such
reference.
We are also subject to the informational requirements of the Securities
Exchange Act of 1934. Under the Exchange Act, we file reports, proxy statements
and other information with the SEC. The registration statement, including the
attached exhibits and schedules, may be inspected and copied at the following
public reference facilities maintained by the SEC:
450 Fifth Street, N.W. 7 World Trade Center 500 West Madison
Room 1024, Judiciary Plaza Suite 1300 Street
Washington, D.C. 20549 New York, NY 10048 Suite 1400
Chicago, IL 60661-
2511
Please call the SEC at 1-800-SEC-0330 for further information about the
public reference rooms. The SEC maintains a web site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the SEC. Copies of the registration statement and
the reports, proxy and information statements and other information that we
file with the SEC may be obtained from the SEC's Internet address at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" into the prospectus the
information we have filed with them. The information incorporated by reference
is an important part of this prospectus and the information that we file
subsequently with the SEC will automatically update this prospectus. The
information incorporated by reference is considered to be part of this
prospectus. We incorporate by reference the documents listed below and any
filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, after the initial filing of this
registration statement that contains this prospectus and prior to the time that
we sell all the securities offered by this prospectus:
. our annual report on Form 10-K for the fiscal year ended March 31, 1999
. our quarterly report on Form 10-Q for the quarter ended June 30, 1999
. our quarterly report on Form 10-Q for the quarter ended September 30,
1999
. our quarterly report on Form 10-Q for the quarter ended December 31,
1999
. our current reports on Form 8-K dated October 11, 1999 and January 13,
2000
. the description of our common stock contained in our Registration
Statement on Form 8-A filed on February 5, 1993 under Section 12 of the
Exchange Act, including any amendment or report updating such
description, and
. the description of our preferred share purchase rights contained in our
Registration Statement on Form 8-A filed on February 14, 1995 under
Section 12 of the Exchange Act, including any amendment or report
updating such description.
You may request a copy of these documents, at no cost, by writing or
telephoning us at the following address:
Microchip Technology Incorporated
Attention: Investor Relations
2355 W. Chandler Blvd.
Chandler, Arizona 85224-6199
(480) 786-7200
14
<PAGE>
LEGAL MATTERS
The validity of the shares of common stock offered under this prospectus
will be passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Palo Alto, California. Various legal matters in connection with
this offering will be passed upon for the underwriters by Gray Cary Ware &
Freidenrich LLP, Palo Alto, California.
EXPERTS
Our consolidated financial statements as of March 31, 1998 and 1999, and for
each of the years in the three-year period ended March 31, 1999, have been
incorporated herein by reference and in the registration statement in reliance
upon the report of KPMG LLP, independent certified public accountants,
incorporated herein by reference and upon the authority of such firm as experts
in accounting and auditing.
15
<PAGE>
[MICROCHIP LOGO]
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses other than
underwriting discounts and commissions, payable by the Company in connection
with the sale of Common Stock being registered. All amounts are estimates
except the SEC Registration Fee and the NASD Filing Fee.
<TABLE>
<CAPTION>
Amount To Be
Paid By the
Company
------------
<S> <C>
SEC Registration Fee......................................... $ 24,839
NASD Filing Fee.............................................. 9,909
Printing..................................................... 100,000
Legal Fees and Expenses...................................... 150,000
Accounting Fees and Expenses................................. 50,000
Blue Sky Fees and Expenses................................... 3,500
Transfer Agent and Registrar Fees............................ 2,500
Miscellaneous................................................ 59,252
--------
Total.................................................... $400,000
========
</TABLE>
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law ("Delaware Law")
authorizes a court to award or a corporation's Board of Directors to grant
indemnification to directors and officers in terms sufficiently broad to permit
such indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Act"). Article VII of the Registrant's Bylaws provides for
mandatory indemnification of its directors, officers, employees and other
agents to the maximum extent permitted by Delaware Law. The Registrant has
entered into indemnification agreements with its directors and certain of its
officers, a form of which was filed as Exhibit 10.1 to Registration Statement
No. 33-57960. The indemnification agreements provide the Registrant's directors
and selected officers with further indemnification to the maximum extent
permitted by Delaware Law. Reference is also made to Section 8 of the
Underwriting Agreement contained in Exhibit 1.1 hereto, indemnifying officers
and directors of the Registrant against certain liabilities.
Reference is made to the form of Underwriting Agreement filed as Exhibit 1.1
to this Registration Statement for certain provisions regarding indemnification
of officers and directors of the Company by the several Underwriters.
Item 16. Exhibits and Financial Statement Schedules
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
1.1* Form of Underwriting Agreement.
5.1* Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of KPMG LLP.
23.2* Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(Included in Exhibit 5.1).
24.1* Power of Attorney.
</TABLE>
- -----------------------
* Previously filed
II-1
<PAGE>
(b) Financial Statement Schedules
None.
Item 17. Undertakings
The undersigned Registrant hereby undertakes that:
(1) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(2) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report, to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to
be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described
in Item 15 or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer, or controlling person of
the registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person of
the registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
(4) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed be part of this
registration statement as of the time it was declared effective.
(5) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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
Amendment to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chandler, State of
Arizona, on the 22nd day of March, 2000.
Microchip Technology Incorporated
/s/ C. Philip Chapman
By: _________________________________
C. Philip Chapman
Vice President, Chief Financial
Officer and Secretary
(Principal Financial and
Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on March 22,
1999 in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* Chairman, President, Chief
____________________________________ Executive Officer
(Steve Sanghi) (Principal Executive
Officer) and Director
/s/ C. Philip Chapman Vice President, Chief
____________________________________ Financial Officer and
(C. Philip Chapman) Secretary (Principal
Financial and Accounting
Officer)
* Director
____________________________________
(Matthew W. Chapman)
* Director
____________________________________
(Albert J. Hugo-Martinez)
* Director
____________________________________
(L.B. Day)
* Director
____________________________________
(Wade F. Meyercord)
</TABLE>
/s/ C. Philip Chapman
*By: __________________________
Attorney-in-Fact
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
1.1* Form of Underwriting Agreement.
5.1* Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
23.1 Consent of KPMG LLP.
23.2* Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (Included in Exhibit 5.1).
24.1* Power of Attorney (Included on Page II-3).
</TABLE>
- -----------------------
* Previously Filed
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Microchip Technology Incorporated:
We consent to incorporation by reference in the registration statement on
Form S-3 of Microchip Technology Incorporated of our report dated April 20,
1999, relating to the consolidated balance sheets of Microchip Technology
Incorporated as of March 31, 1999 and 1998, and the related consolidated
statements of income, cash flows and stockholders' equity for each of the years
in the three-year period ended March 31, 1999, which report appears in the
March 31, 1999 annual report on Form 10-K of Microchip Technology Incorporated
and to the reference to our firm under the heading "Experts" therein.
/s/ KPMG LLP
Phoenix, Arizona
March 22, 2000
