<PAGE> 1
As Filed with the Securities and Exchange Commission on November 14, 1996
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ATMEL CORPORATION
(Exact name of Registrant as specified in its charter)
CALIFORNIA 77-0051991
(State or other jurisdiction of (I.R.S. Employer
incorporation organization) Identification Number)
2325 Orchard Parkway
San Jose, California 95131
(408) 441-0311
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
KRIS CHELLAM
Vice President, Finance and Administration and Chief Financial Officer
ATMEL CORPORATION
2325 Orchard Parkway
San Jose, California 95131
(408) 441-0311
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
MARK A. BERTELSEN, ESQ.
DON S. WILLIAMS, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
Approximate date of commencement of proposed sale to the public under:
As soon as practicable after this Registration Statement becomes effective.
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. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate
Securities to Amount to be Price Per Offering Amount of
be Registered Registered Share (1) Price (1) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, no par value 335,000 $30.00 $10,050,000 $3,045.45
</TABLE>
(1) Estimated solely for purposes of calculation of the registration fee
based on the last sale price of the Registrant's Common Stock on the
Nasdaq National Market on November 12, 1996.
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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE> 2
PROSPECTUS
SUBJECT TO COMPLETION, DATED NOVEMBER 14, 1996
335,000 SHARES
ATMEL CORPORATION
___________________________________________
COMMON STOCK
(NO PAR VALUE)
___________________________________________
This Prospectus relates to the public offering, which is not being
underwritten, of shares of the common stock ("Common Stock") of Atmel
Corporation, a California corporation (together with its consolidated
subsidiaries, "Atmel" or the "Company") offered from time to time by the
Selling Shareholder named herein (the "Selling Shareholders") for its own
benefit. It is anticipated that the Selling Shareholder will generally offer
shares of Common Stock for sale at prevailing prices in the over-the-counter
market on the date of sale. The Company will receive no part of the proceeds
of sales made hereunder. The Common Stock to which this Prospectus relates was
received by the Selling Shareholder pursuant to the acquisition of the assets
of the Personal Communications Group of TCSI Corporation, a Nevada corporation,
by the Company (the "Acquisition"). The Common Stock issued to the Selling
Shareholder in the Acquisition was issued pursuant to an exemption from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), provided by Section 4(2) thereof. All expenses of
registration incurred in connection with this offering are being borne by the
Company, but all selling and other expenses incurred by Selling Shareholder
will be borne by such Selling Shareholder. None of the shares offered pursuant
to this Prospectus have been registered prior to the filing of the Registration
Statement of which this Prospectus is a part.
The Common Stock of the Company is traded on the Nasdaq National
Market (Nasdaq Symbol: ATML). On November 12, 1996, the closing price of the
Company's Common Stock was $30.00.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.
The Selling Shareholder and any broker executing selling orders on
behalf of the Selling Shareholder may be deemed to be an "underwriter" within
the meaning of the Securities Act. Commissions received by any such broker may
be deemed to be underwriting commissions under the Securities Act.
___________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
___________________________________________
The date of this Prospectus is November 14, 1996.
<PAGE> 3
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFERING DESCRIBED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY
SALE OF THESE SECURITIES BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS
UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
AVAILABLE INFORMATION
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus is delivered, upon written or oral request of
any such person, a copy of any and all of the information that has been or may
be incorporated by reference in this Prospectus, other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference into
such documents). Requests for such copies should be directed to Atmel
Corporation, 2325 Orchard Parkway, San Jose, CA 95131, Attn: Investor Relations
(telephone (408) 441-0311).
The Company is subject to the informational reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Commission's regional offices at Seven World Trade
Center, 13th Floor, New York, New York 10048, and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be
obtained from the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The Common Stock of the
Company is quoted on the Nasdaq National Market. Reports, proxy and
information statements and other information concerning the Company may be
inspected at The Nasdaq Stock Market at 1735 K Street, N.W., Washington, D.C.
20006. Information, as of particular dates, concerning directors and officers
of the Company, their remuneration, options granted to them, and the principal
holders of securities of the Company has been disclosed in the proxy statements
distributed to shareholders of the Company and filed with the Commission.
ADDITIONAL INFORMATION
This Prospectus constitutes a part of a Registration Statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act").
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information with
respect to the Company and the shares of Common Stock offered hereby, reference
is hereby made to the Registration Statement. Statements contained herein
concerning the provisions of any document are not necessarily complete, and
each such statement is qualified in its entirety by reference to the copy of
such document filed with the Commission.
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<PAGE> 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
hereby incorporated by reference in this Prospectus: (i) the Company's Annual
Report on Form 10-K for the year ended December 31, 1995, filed pursuant to
Section 13 of the Exchange Act; (ii) the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1996, filed pursuant to Section 13 of the
Exchange Act; (iii) the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996, filed pursuant to Section 13 of the Exchange Act;
(iv) the Company's Proxy Statement dated March 15, 1996 for the 1996 Annual
Meeting of Shareholders, filed pursuant to Section 14 of the Exchange Act; and
(v) the description of the Company's Common Stock contained in its Registration
Statement on Form 8-A as filed with the Commission on February 20, 1991.
All reports and other documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such reports and documents. Any statement incorporated herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
THE COMPANY
Atmel Corporation ("Atmel" or the "Company") designs, develops,
manufactures and markets a broad range of high performance non- volatile memory
and logic integrated circuits using its proprietary complementary metal-oxide
semiconductor (CMOS) technologies. The Company's non-volatile memory products
consist primarily of erasable read-only memories (EPROMs), electrically
erasable read-only memories (EEPROMs) (both parallel-interface and
serial-interface) and Flash memories, and its logic products consist of
programmable logic devices (EPLDs and FPGAs), ASICs and microcontrollers. The
Company's products are differentiated by speed, density, power usage and
specialty packaging. These products are used in a range of applications in the
telecommunications, computing and networking, industrial control and
instrumentation, consumer electronics, automotive and avionics markets. The
Company's customers comprise a diverse group of domestic and foreign original
equipment manufacturers.
Atmel was incorporated in California on December 5, 1984. Its
principal executive offices are located at 2325 Orchard Parkway, San Jose,
California 95131, and its telephone number is (408) 441-0311. As used in this
Prospectus, the terms "Atmel" and the "Company" refer to Atmel Corporation and
its consolidated subsidiaries, except as otherwise indicated.
Atmel and the Atmel logo are registered trademarks of the Company.
-3-
<PAGE> 5
RISK FACTORS
In addition to reviewing the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995, the other documents incorporated
herein by reference and the other information in this Prospectus, the following
factors should be considered carefully in evaluating the Company and its
business before purchasing the Common Stock offered hereby:
Factors Affecting Quarterly Operating Results. The Company believes
that its future operating results will be subject to quarterly variations based
upon a wide variety of factors, including fluctuations in manufacturing yields,
the timing of introduction of new products, changes in product mix, the extent
of utilization of manufacturing capacity, the cyclical nature of both the
semiconductor industry and the markets addressed by the Company's products,
product obsolescence, price erosion and competitive factors. Many of these
factors are outside the control of the Company. The Company's net revenues and
cost of sales vary depending upon the mix of products sold. Any unfavorable
changes in manufacturing yields or product mix, delays in new product
introductions, under-utilization of manufacturing capacity, increased price
competition or other factors could adversely affect the Company's operating
results.
The Company's book-to-bill ratio fell below 1.0 during the third
quarter of 1996 due principally to weakness and increased competition for EPROM
products, as well as reflecting the downturn experienced by the semiconductor
industry in the first nine months of 1996. The Company believes that 1996
fourth quarter revenues and earnings could be flat with the third quarter of
1996. A continuation of current industry conditions could adversely affect the
Company's operating results.
Expansion of Capacity. The Company has made and plans to continue to
make substantial capital expenditures to increase its wafer fabrication
capacity at its Colorado Springs facility. In 1995 Atmel acquired ES2 in
Aix-en-Provence, France and is making substantial additional capital
expenditures at ES2 and at a new manufacturing facility in Rousset, France to
expand its manufacturing capacity. The Company's ability to expand its
manufacturing capacity at these facilities will depend upon timely deliveries
of the equipment needed to manufacture semiconductors, and many of the vendors
of such equipment are experiencing demand in excess of capacity and requiring
long lead times to fill orders. If the Company experiences delays in
increasing capacity at any of these facilities, its continued growth could be
adversely affected. Furthermore, as a result of the increase in fixed costs
and operating expenses related to this expansion of capacity, the Company's
operating results will be adversely affected if net revenues do not increase
sufficiently from current levels. The Company experienced production delays
and yield difficulties in connection with earlier expansions of its wafer
fabrication capacity and experienced overcapacity at its Colorado Springs
facility in 1991. Production delays or delays in receiving manufacturing
equipment, difficulties in achieving acceptable yields at its Colorado Springs
or Rousset facility or overcapacity could adversely affect the Company's
operating results.
Cyclical Nature of Semiconductor Industry. The semiconductor industry
has historically been characterized by wide fluctuations in product supply and
demand. From time to time, the industry has also experienced significant
downturns, often in connection with, or in anticipation of, maturing product
cycles and declines in general economic conditions. These downturns have been
characterized by diminished product demand, production overcapacity and
subsequent accelerated erosion of average selling prices, and in some cases
have lasted for more than a year. The Company's business could be materially
and adversely affected by industry-wide fluctuations in the future. The
semiconductor industry has experienced a downturn in the nine months of 1996
and continuation of these conditions could adversely affect the Company's
operating results. The Company believes that its operating results were
adversely affected by an industry-wide downturn in the demand for
semiconductors in the last half of 1991, which resulted in under-utilization of
the Company's manufacturing capacity. This downturn coincided with the
recession in the U.S. economy and slower growth in various electronics
industries that use semiconductors, including manufacturers of computers,
telecommunications equipment, automotive electronics, industrial controls,
consumer electronics equipment and military equipment. The Company's continued
success will depend in large part on the continued growth of these industries.
No assurance can be given that the Company will not be adversely affected in
the future by cyclical conditions in the semiconductor industry or by slower
growth in any of the markets served by the Company's products.
Competition. The semiconductor industry is intensely competitive and
is characterized by rapid technological change, rapid product obsolescence and
price erosion. The Company's competitors include many large domestic and
foreign companies which have substantially greater financial, technical,
marketing and management resources than the Company, as well as emerging
companies attempting to sell products in specialized markets such as those
addressed by the Company. The Company competes principally on the basis of the
technical innovation and performance of its CMOS products, including their
speed, density, power usage, reliability and specialty packaging alternatives,
as well as on price and product availability. While the Company's product
strategy is to target niche markets, which the Company believes are typically
less susceptible to competitive
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<PAGE> 6
pricing pressure than commodity markets, the Company experiences significant
price competition, particularly in connection with the sale of certain EPROMs
and Flash memories, and may experience increased competition in other niche
markets in the future, which would adversely affect its operating margins.
Intel and Advanced Micro Devices (AMD) are the dominant suppliers in
the Flash memory market, which from time to time has been subject to
significant price competition. To the extent Intel, AMD or other manufacturers
reduce prices of their Flash memory products or offer products with technical
features similar or superior to those offered by the Company's Flash memories,
the Company's operating results could be adversely affected.
In addition to the factors described above, the ability of the Company
to compete successfully depends on a number of factors, including its success
in designing and manufacturing new products that implement new technologies,
the rate at which customers incorporate the Company's products into their
systems, product introductions by the Company's competitors, the number and
nature of its competitors in a given market, and general market and economic
conditions. Many of these factors are outside of the Company's control. There
is no assurance that the Company will be able to compete successfully in the
future.
Fabrication of Wafers. Because Atmel currently relies on its Colorado
Springs and Rousset facilities, its business and operating results would be
adversely affected if wafer fabrication at either facility were interrupted for
any reason, including factors beyond the Company's control. The fabrication of
integrated circuits, particularly non-volatile, erasable CMOS memory and logic
devices such as those sold by the Company, is a highly complex and precise
process, requiring production in a tightly controlled, clean environment.
Minute impurities, difficulties in the fabrication process, defects in the
masks used to print circuits on a wafer or other factors can cause a
substantial percentage of wafers to be rejected or numerous die on each wafer
to be nonfunctional. The Company may experience problems in achieving
acceptable yields in the manufacture of wafers, particularly in connection with
the expansion of its capacity. To the extent the Company does not achieve
acceptable yields of functional devices, its operating results will be
adversely affected.
New Product Development and Technological Change. The average selling
prices of the Company's products historically have decreased over the products'
lives and are expected to continue to do so. To offset average selling price
decreases typically experienced over the life of any particular product, the
Company relies primarily on obtaining cost reductions in the manufacture of
those products, increased unit demand to absorb fixed costs and introducing
new, higher priced products which incorporate advanced features or address new
or emerging markets. To the extent that such cost reductions, increased unit
demand and new product introductions do not occur in a timely manner, the
Company's operating results will be adversely affected. As a result, the
Company's future success depends on its ability to develop and introduce new
products which compete effectively on the basis of price and performance and
which address customer requirements. The Company is continually in the process
of designing and commercializing new and improved products to maintain its
competitive position. The success of new product introductions is dependent
upon several factors, including timely completion and introduction of new
product designs, achievement of acceptable fabrication yields and market
acceptance. The development of new products by the Company and their design-in
to customers' systems can take as long as three years, depending upon the
complexity of the device and the application. Accordingly, new product
development requires a long-term forecast of market trends and customer needs,
and the successful introduction of the Company's products may be adversely
affected by competing products or technologies serving markets addressed by the
Company's products. In addition, new product introductions frequently depend
on the Company's development and implementation of new process technologies.
The Company has licensed process and design technologies to enable it to
manufacture SRAM devices, and believes that its future growth will depend in
part upon its ability to integrate these technologies and introduce new SRAM
products to support its customers. The Company is developing new products with
smaller feature sizes, the fabrication of which will be substantially more
complex than fabrication of the Company's current products. If the Company is
unable to design, develop, manufacture and market new products successfully,
its operating results will be adversely affected. No assurance can be given
that the Company's product and process development efforts will be successful
or that its new products will achieve market acceptance.
International Sales and Operations. Foreign product sales to
customers accounted for approximately 46%, 49%, 52% and 64% of net revenues
in 1993, 1994, 1995 and the first nine months of 1996, respectively. Atmel
expects that revenues derived from international sales will continue to
represent a significant portion of net revenues. In addition, with its
acquisition of ES2 in 1995, Atmel has significantly expanded its international
operations. International sales and operations are subject to a variety of
risks, including those arising from currency fluctuations, tariffs, trade
barriers, taxes, export license requirements and foreign government
regulations. Because most of the Company's foreign sales are denominated in
U.S. dollars, the Company's products become less price competitive in countries
with currencies declining in value against the dollar.
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<PAGE> 7
Intellectual Property Matters. The Company has from time to time
received, and may in the future receive, communications from third parties
asserting patent or other intellectual property rights covering the Company's
products or processes. In addition, the semiconductor industry is
characterized by vigorous protection and pursuit of intellectual property
rights or positions, which have on occasion resulted in significant and often
protracted and expensive litigation. In the past, the Company has been
involved in such litigation, which adversely affected its operating results.
There can be no assurance that intellectual property claims will not be made
against the Company in the future or that the Company will not be prohibited
from using the technologies subject to such claims or required to obtain
licenses and make corresponding royalty payments. In addition, the necessary
management attention to and legal costs associated with litigation can have a
significant adverse effect on operating results.
Future Capital Needs. Semiconductor companies that maintain their own
fabrication facilities have substantial capital requirements. The Company
intends to continue to make significant investments in capital equipment and
expansion of facilities, as well as in research and development. The Company
is making substantial capital expenditures in 1996 to increase its wafer
fabrication capacity at its Colorado Springs facility and to complete the
construction of its Rousset facility. The Company may seek additional equity
or debt financing to fund further expansion of its wafer fabrication capacity
or to fund other projects. The timing and amount of such capital requirements
cannot be precisely determined at this time and will depend on a number of
factors, including demand for the Company's products, product mix, changes in
semiconductor industry conditions and competitive factors. There can be no
assurance that such additional financing will be available when needed or, if
available, will be on satisfactory terms.
Dependence on Independent Assembly Contractors. The Company
manufactures wafers for its products at its Colorado Springs and Rousset
facilities. The wafers are then sorted and probed at the Company's facilities.
After wafer probing, the Company ships the wafers to one of the Company's
independent assembly contractors located in the Philippines, South Korea,
Taiwan and Thailand where the wafers are separated into die, packaged and, in
some cases, tested. The Company's reliance on independent contractors to
assemble and package its products involves significant risks, including reduced
control over quality and delivery schedules, the potential lack of adequate
capacity and discontinuance or phase-out of such contractors' assembly
processes. There can be no assurance that such contractors will continue to
assemble, package and test products for the Company. Further, because the
Company's assembly contractors are located in foreign countries, the Company is
subject to certain risks generally associated with contracting with foreign
suppliers, including currency exchange fluctuations, political and economic
instability, trade restrictions and changes in tariff and freight rates. There
can be no assurance that the Company will not experience problems in
timeliness, adequacy and quality of product deliveries, any of which could have
a material adverse affect on the Company's business and operating results.
Environmental Regulations. The Company is subject to a variety of
federal, state and local governmental regulations related to the discharge or
disposal of toxic, volatile or otherwise hazardous chemicals used in its
manufacturing process. While the Company believes that it has all
environmental permits necessary to conduct its business and that its activities
conform to present environmental regulations, increasing public attention has
been focused on the environmental impact of semiconductor operations. While
the Company has not experienced any material adverse effect on its operations
from environmental regulations, there can be no assurance that changes in such
regulations will not impose the need for additional capital equipment or other
requirements. Any failure by the Company to control the use of, or to restrict
adequately the discharge of, hazardous substances under present or future
regulations could subject it to substantial liability or could cause its
manufacturing operations to be suspended.
Dependence on Key Personnel. The Company's future success depends in
large part on the continued service of its key technical and management
personnel and on its ability to continue to attract and retain qualified
employees, particularly those highly skilled design, process and test engineers
involved in the manufacture of existing products and the development of new
products and processes. The competition for such personnel is intense, and the
loss of key employees, none of whom is subject to an employment agreement for a
specified term or a post-employment non-competition agreement, could have a
material and adverse effect on the Company.
Management of Growth. The Company has grown rapidly in recent years,
and continued growth may cause a significant strain on the Company's
infrastructure and internal systems. To manage its growth effectively, the
Company must continue to improve and expand its management information systems.
The Company's success depends to a significant extent on the management skills
of its executive officers. If the Company is unable to manage its growth
effectively, the Company's results of operations will be materially and
adversely affected.
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<PAGE> 8
Volatility of Stock Price. The Company's Common Stock has experienced
substantial price volatility and such volatility may occur in the future,
particularly as a result of quarter to quarter variations in the actual or
anticipated financial results of, or announcements by, the Company, its
competitors and other companies in the semiconductor industry. In addition,
the stock market has experienced extreme price and volume fluctuations which
have affected the market price of many technology companies in particular and
which have often been unrelated to the operating performance of these
companies. Broad market fluctuations, as well as general economic and
political conditions, may adversely affect the market price of the Common
Stock.
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<PAGE> 9
SELLING SHAREHOLDERS
The following table shows (i) the name of the Selling Shareholder,
(ii) the number of shares of Common Stock beneficially owned prior to the
offering, (iii) the number of shares of Common Stock to be sold by the Selling
Shareholder pursuant to this Prospectus and (iv) the number of shares
beneficially owned after the offering:
<TABLE>
<CAPTION>
Shares Shares to be Shares
Beneficially Owned Sold in the Beneficially Owned
Name Prior to Offering Offering After the Offering (1)
<S> <C> <C> <C>
TCSI Corporation 335,000 335,000 0
2121 Allston Way
Berkeley, California 94704
</TABLE>
(1) The Selling Shareholder own less than 1% of the outstanding shares of
Common Stock of the Company.
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Shareholder that it
intends to sell all or a portion of the shares offered hereby from time to time
in the over-the-counter market and that sales will be made at prices prevailing
at the times of such sales. The Selling Shareholder may also make private
sales directly or through a broker or brokers, who may act as agent or as
principal. In connection with any sales, the Selling Shareholder and any
brokers participating in such sales may be deemed to be underwriters within the
meaning of the Securities Act. The Company will receive no part of the
proceeds of sales made hereunder.
Any broker-dealer participating in such transactions as agent may
receive commissions from the Selling Shareholder (and, if they act as agent for
the purchaser of such shares, from such purchaser). Usual and customary
brokerage fees will be paid by the Selling Shareholder. Broker-dealers may
agree with the Selling Shareholder to sell a specified number of shares at a
stipulated price per share, and, to the extent such a broker-dealer is unable
to do so acting as agent for the Selling Shareholder, to purchase as principal
any unsold shares at the price required to fulfill the broker-dealer commitment
to the Selling Shareholder. Broker-dealers who acquire shares as principal may
thereafter resell such shares from time to time in transactions (which may
involve cross and block transactions and which may involve sales to and through
other broker-dealers, including transactions of the nature described above) in
the over-the-counter market, in negotiated transactions or otherwise at market
prices prevailing at the time of sale or at negotiated prices, and in
connection with such resales may pay to or receive from the purchasers of such
shares commissions computed as described above.
The Company has advised the Selling Shareholder that the
anti-manipulative Rules 10b-6 and 10b-7 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), may apply to its sales in the market,
has furnished the Selling Shareholder with a copy of these Rules and has
informed the Selling Shareholder of the need for delivery of copies of this
Prospectus. The Selling Shareholder may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain
liabilities, including liabilities arising under the Securities Act. Any
commissions paid or any discounts or concessions allowed to any such
broker-dealers, and any profits received on the resale of such shares, may be
deemed to be underwriting discounts and commissions under the Securities Act if
any such broker-dealers purchase shares as principal.
Upon notification by the Selling Shareholder to the Company that any
material arrangement has been entered into with a broker-dealer for the sale of
shares through a cross or block trade, a supplemental prospectus will be filed
under Rule 424(c) under the Securities Act setting forth the name of the
participating broker-dealer(s), the number of shares involved, the price at
which such shares were sold by the Selling Shareholder, the commissions paid or
discounts or concessions allowed by the Selling Shareholder to such
broker-dealer(s), and where applicable, that such broker-dealer(s) did not
conduct any investigation to verify the information set out in this Prospectus.
Any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under that Rule
rather than pursuant to this Prospectus.
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<PAGE> 10
There can be no assurance that the Selling Shareholder will sell any
or all of the shares of Common Stock offered by them hereunder.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity 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 "Securities
Act"). Article IV of the Company's Restated Articles of Incorporation and
Article VI of the Company's Bylaws provide for indemnification of its
directors, officers, employees and other agents to the maximum extent permitted
by the California Corporations Code. In addition, the Company has entered into
Indemnification Agreements with its officers and directors which, among other
things, (i) require the indemnification of such individuals in circumstances
where indemnification would otherwise be permissive, (ii) require the Company
to maintain in effect directors' and officers' liability insurance covering
such individuals, unless such insurance is not available on reasonable terms,
(iii) require the Company to advance expenses incurred by such individuals in
connection with the investigation, defense, settlement or appeal of any
proceeding, provided that such individuals undertake to repay any amounts for
which such individual is ultimately determined not to be entitled to
indemnification, (iv) establish the presumption that the indemnified party has
met the applicable standard of conduct required for indemnification and (v) set
forth certain notice procedures in the event of a threat or the commencement of
a proceeding. The Company has obtained insurance on behalf of its officers and
directors against losses arising from any claim asserted against or incurred by
such individuals in any such capacity, subject to certain exclusions.
The Company understands that the staff of the Securities and Exchange
Commission is of the opinion that statutory, charter and contractual provisions
as are described above have no effect on claims arising under the federal
securities laws.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Wilson, Sonsini, Goodrich & Rosati, Professional
Corporation, Palo Alto, California. Mark A. Bertelsen, a member of Wilson,
Sonsini, Goodrich & Rosati, Professional Corporation, is Secretary of the
Company and the beneficial owner of 2,500 shares of the Company's Common Stock.
EXPERTS
The consolidated financial statements of Atmel Corporation as of
December 31, 1994 and 1995, and for each of the three years in the period ended
December 31, 1995, and the related consolidated financial statement schedule,
incorporated by reference to Atmel Corporation's Annual Report on Form 10-K,
have been incorporated herein by reference in reliance on the reports of
Coopers & Lybrand L.L.P., independent accountants, given on the authority of
such firm as experts in accounting and auditing.
-9-
<PAGE> 11
ATMEL CORPORATION
REGISTRATION STATEMENT ON FORM S-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item
Number
Item 14 Other Expenses of Issuance and Distribution.*
The following table sets forth costs and expenses of the sale and
distribution of the securities being registered. All amounts except Securities
and Exchange Commission and Nasdaq Stock Market Listing fees are estimates.
<TABLE>
<S> <C>
Registration fee--Securities and Exchange Commission . . . . . . $3,045.45
Nasdaq Stock Market Listing Fee . . . . . . . . . . . . . . . . . $2,000.00
Accounting fees . . . . . . . . . . . . . . . . . . . . . . . . . $3,500.00
Legal fees . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,500.00
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . $ 454.55
------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,500.00
</TABLE>
* Represents expenses relating to the distribution by the Selling
Shareholder pursuant to the Prospectus prepared in accordance with the
requirements of Form S-3. These expenses will be borne by the Company
on behalf of the Selling Shareholder.
Item 15 Indemnification of Directors and Officers.
See "Indemnification of Directors and Officers."
Item 16 Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number
------
<S> <C>
4.1 Restated Articles of Incorporation, as amended, of the
Company (incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1995).
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati,
Professional Corporation
23.1 Consent of Independent Accountants
23.2 Consent of Wilson, Sonsini, Goodrich & Rosati
(Included in Exhibit 5.1)
24.1 Power of Attorney (contained on Page II-3)
</TABLE>
II-1
<PAGE> 12
Item 17 Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933, (ii)
to reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate represent a fundamental change
in the information set forth in the registration statement, and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act 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.
The undersigned hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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 as that time shall be deemed to be the initial bona
fide offering thereof.
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.
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 foregoing provisions, 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 Act 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 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 and will be governed by the final adjudication of such issue.
II-2
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Atmel Corporation, a corporation organized and existing under the
laws of the State of California, certifies that it has reasonable cause 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 San Jose, State of
California, on the 14th day of November, 1996.
ATMEL CORPORATION
By: /s/ Kris Chellam
-------------------------------
(Kris Chellam, Vice President,
Finance and Administration and
Chief Financial Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints George Perlegos, Kris Chellam and J.
Michael Ross, jointly and severally, his or her attorneys-in-fact, each with
the power of substitution, for him or her in any and all capacities, to sign
any amendment to this Registration Statement on Form S-3, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his or her substitute or substitutes, may do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/George Perlegos President, Chief Executive Officer (Principal November 14, 1996
- ---------------------------- Executive Officer) and Chairman of the Board of
(George Perlegos) Directors
/s/ Kris Chellam Vice President, Finance and Administration and November 14, 1996
- ---------------------------- Chief Financial Officer (Principal Financial and
(Kris Chellam) Accounting Officer)
/s/ Gust Perlegos Director November 14, 1996
- ----------------------------
(Gust Perlegos)
/s/ Tsung-Ching Wu Director November 14, 1996
- ----------------------------
(Tsung-Ching Wu)
/s/ Norm Hall Director November 14, 1996
- ----------------------------
(Norm Hall)
/s/ T. Peter Thomas Director November 14, 1996
- ----------------------------
(T. Peter Thomas)
</TABLE>
II-3
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number
- -------
<S> <C>
4.1 Restated Articles of Incorporation, as amended, of the
Company (incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended December 31, 1995).
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati,
Professional Corporation
23.1 Consent of Independent Accountants
23.2 Consent of Wilson, Sonsini, Goodrich & Rosati (Included in
Exhibit 5.1)
24.1 Power of Attorney (contained on Page II-3)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
November 14, 1996
Atmel Corporation
2325 Orchard Parkway
San Jose, California 95131
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 with the Securities and Exchange Commission on or about November 14, 1996
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of 335,000 shares of your Common
Stock, no par value (the "Shares"), all of which are issued and outstanding and
to be offered for sale for the benefit of the selling shareholder. The Shares
are to be sold from time to time in the over-the counter-market at prevailing
prices or as otherwise described in the Registration Statement. As legal
counsel for Atmel Corporation, we have examined the proceedings taken and
proposed to be taken by you in connection with the sale of the Shares.
It is our opinion that the Shares are legally and validly issued,
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement, including the prospectus constituting a part thereof,
and further consent to the use of our name wherever it appears in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement on Form S-3 of our report dated January 18, 1996 on our audit of the
consolidated financial statements of Atmel Corporation and subsidiaries as of
December 31, 1995 and 1994, and for each of the three years in the period ended
December 31, 1995, which report is incorporated by reference from the 1995
Annual Report to Shareholders of Atmel Corporation, and our report dated
January 18, 1996 on our audit of the consolidated financial statement schedule
which report is incorporated by reference from the Annual Report on Form 10-K
for the year ended December 31, 1995.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
San Jose, California
November 14, 1996
