<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16, 1999
REGISTRATIONS NOS. 333-59261 AND 333-33757
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ATMEL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 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)
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>
*See below *N/A *N/A *N/A *N/A
- -------------------------------------------------------------------------------------------------------------
</TABLE>
* As no additional securities are to be registered, and registration fees were
paid upon filing of the original Registration Statement Nos. 333-59261 and
333-33757, no further registration fee is required.
<PAGE> 2
ATMEL CORPORATION
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENTS ON FORM S-3
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the "Amendment") to those
Registration Statements on Form S-3 (File Nos. 333-59261 and 333-33757) (the
"Registration Statements") is being filed pursuant to Rule 414 under the
Securities Act of 1933, as amended (the "Securities Act") by Atmel Corporation,
a Delaware corporation ("Atmel Delaware" or the "Registrant"), which is the
successor to Atmel Corporation, a California corporation ("Atmel California"),
following a statutory merger effective on October 19, 1999 (the "Merger") for
the purpose of changing Atmel California's state of incorporation. Prior to the
Merger, Atmel Delaware had no assets or liabilities other than nominal assets or
liabilities. In connection with the Merger, Atmel Delaware succeeded by
operation of law to all of the assets and liabilities of Atmel California. The
Merger was approved by the shareholders of Atmel California at a meeting for
which proxies were solicited pursuant to Section 14(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
Except as modified by this Amendment No. 1, Atmel Delaware, by virtue of
this Amendment, expressly adopts the Registration Statements as its own
registration statements for all purposes of the Securities Act and the Exchange
Act.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
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. Article
XI of the Registrant's Certificate of Incorporation and Article VI of the
Registrant's Bylaws provide for mandatory indemnification of its directors and
officers and permissible indemnification of employees and other agents to the
maximum extent permitted by the General Corporation Law of the State of
Delaware.
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.
II-1
<PAGE> 4
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
Post-Effective Amendment No. 1 to Registration Statements on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of San Jose, State of California, on this 16th day of December 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
Mike 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 Post-Effective Amendment No. 1 to Registration
Statements 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 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 Post-Effective Amendment No. 1 to Registration Statements on Form S-3 has
been signed on this 16th day of December 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
/s/ Tsung-Ching Wu Director
- -------------------------------
Tsung-Ching Wu
Director
- -------------------------------
Norm Hall
Director
- -------------------------------
T. Peter Thomas
</TABLE>
II-2
<PAGE> 5
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENTS ON FORM S-3
ATMEL CORPORATION
December 16, 1999
<PAGE> 6
ATMEL CORPORATION
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENTS ON FORM S-3
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>
* Previously Filed
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statements on Form S-3 of our report dated
January 21, 1999 which appears in Atmel Corporation's Annual Report on Form 10-K
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 as filed
on July 21, 1999.
/s/ PricewaterhouseCoopers LLP
San Jose, California
December 14, 1999
