<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER __, 1999
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ATMEL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 77-0051991
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION
NUMBER)
2325 ORCHARD PARKWAY
SAN JOSE, CALIFORNIA 95131
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
1996 STOCK PLAN
(FULL TITLE OF THE PLAN)
MIKE ROSS
VICE PRESIDENT AND GENERAL COUNSEL
ATMEL CORPORATION
2325 ORCHARD PARKWAY
SAN JOSE, CALIFORNIA 95131
(408) 441-0311
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
MARK A. BERTELSEN
WILSON SONSINI GOODRICH AND ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(650) 493-9300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PER SHARE(2) OFFERING PRICE FEE
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.001 per share: Newly
reserved under the 1996
Stock Plan.................... 5,000,000 $35.1875 $175,937,500 $48,911
- -------------------------------------------------------------------------------------------------------------
Total: .......................... 5,000,000 $35.1875 $175,937,500 $48,911
=============================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a), this Registration Statement shall also cover any
additional shares of the Registrant's Common Stock that becomes issuable
under the Plan by reason of any stock splits, stock dividends or similar
transactions related to the registered securities.
(2) Estimated pursuant to Rule 457(h) and Rule 457(c) solely for the purpose of
calculating the registration fee based on of the average between the high
and low prices for the Common Stock as reported on the Nasdaq National
Market on September 24, 1999.
<PAGE> 2
ATMEL CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
ITEM 1. PLAN INFORMATION.
Omitted pursuant to the instructions and provisions of Form S-8.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Omitted pursuant to the instructions and provisions of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information previously filed with the
Securities and Exchange Commission (the "Commission") by Atmel Corporation (the
"Registrant") are hereby incorporated by reference in this Registration
Statement:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998 filed with the Commission on March 23, 1999
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
amended by the Registrant's Annual Report on Form 10-K/A filed with the
Commission on March 30, 1999 and as amended by the Registrant's Annual Report on
Form 10K/A filed with the Commission on July 21, 1999.
(b) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarters ended March 31, 1999 and June 30, 1999 as filed with the
Commission on May 14, 1999 and August 13, 1999, respectively, under the Exchange
Act.
(c) The description of the Registrant's Common Stock
contained in the Registrant's Registration Statement on Form 8-A as filed with
the Commission on February 20, 1991 pursuant to Section 12(b) of the Exchange
Act, including any amendment or report filed for the purpose of updating any
such description.
In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities registered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
<PAGE> 3
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. 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 Registrant's Restated Articles of Incorporation and
Article VI of the Registrant'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 Registrant 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 Registrant to maintain in effect directors' and officers' liability
insurance covering such individuals, unless such insurance is not available on
reasonable terms, (iii) require the Registrant 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 Registrant 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 Registrant 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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<PAGE> 4
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
------- --------------------------------------------------------
<S> <C>
5.1 Opinion of counsel as to the legality of the securities
being registered.
23.1 Consent of Independent Accountants.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
</TABLE>
ITEM 9. 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 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 such 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 (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 at that time
shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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.
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<PAGE> 5
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-8 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 this 30th day
of September 1999.
ATMEL CORPORATION
By: /s/ Donald Colvin
--------------------------------------
Donald Colvin
Vice President, Finance and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints George Perlegos, Donald Colvin and
J. Michael Ross, and each of them acting individually, as his or her
attorney-in-fact, each with full power of substitution, for him in any and all
capacities, to sign any and all amendments to this Registration Statement on
Form S-8, 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 any
substitute, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on this 30th day of September 1999
by the following persons in the capacities indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ George Perlegos President, Chief Executive Officer and Chairman of the Board
- ----------------------------- of Directors (principal executive officer)
George Perlegos
/s/ Donald Colvin Vice President, Finance and Chief Financial Officer
- ----------------------------- (principal financial and accounting officer)
Donald Colvin
/s/ Gust Perlegos Director
- -----------------------------
Gust Perlegos
Director
- -----------------------------
Tsung-Ching Wu
/s/ Norm Hall Director
- -----------------------------
Norm Hall
/s/ T. Peter Thomas Director
- -----------------------------
T. Peter Thomas
</TABLE>
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<PAGE> 6
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
REGISTRATION STATEMENT ON FORM S-8
ATMEL CORPORATION
September 30, 1999
<PAGE> 7
ATMEL CORPORATION
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------- --------------------------------------------------------
<S> <C>
5.1 Opinion of counsel as to the legality of the securities
being registered.
23.1 Consent of Independent Accountants.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
September 30, 1999
Atmel Corporation
2325 Orchard Parkway
San Jose, California 95131
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
Atmel Corporation (the "Company") with the Securities and Exchange Commission on
or about September 30, 1999 (the "Registration Statement"), in connection with
the registration under the Securities Act of 1933, as amended, of 5,000,000
shares of the Company's Common Stock reserved for issuance under the Company's
1996 Stock Plan (the "Shares"). As your legal counsel, we have examined the
actions taken and proposed to be taken by the Company in connection with the
issuance and sale of the Shares under the 1996 Stock Plan (the "Plan").
It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your legal counsel to be taken, by the Company prior to
the issuance of the Shares pursuant to the Registration Statement and the Plan,
and upon completion of the actions being taken in order to permit such
transactions to be carried out in accordance with the securities laws of the
various states where required, the Shares will be legally and validly issued,
fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 21, 1999 relating to the
financial statements, which appears in Atmel Corporation's Annual Report on Form
10-K/A for the year ended December 31, 1998. We also consent to the
incorporation by reference of our report dated January 21, 1999, relating to the
financial statement schedule which appears in such Annual Report on Form 10-K/A.
/s/ PricewaterhouseCoopers LLP
San Jose, California
September 30, 1999
