<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16, 1999
REGISTRATION NOS. 333-71881 AND 333-88203
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ATMEL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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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)
1986 INCENTIVE STOCK OPTION PLAN
1991 EMPLOYEE STOCK PURCHASE PLAN
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>
*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. 333-71881 and
333-88203, no further registration fee is required.
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ATMEL CORPORATION
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENTS ON FORM S-8
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the "Amendment") to Registration
Statements on Form S-8 (File Nos. 333-71881 and 333-88203) (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.
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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 as filed with the Commission on
March 30, 1999 and as amended by the Registrant's Annual Report on Form 10K/A as
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, June 30, 1999 and September 30, 1999 as
filed with the Commission on May 14, 1999, August 13, 1999 and November 12,
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,
as amended by the Registrant's Registration Statement on Form 8A/A as filed with
the Commission on December 6, 1999, 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.
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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 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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<CAPTION>
Exhibit
Number Description
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<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.
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
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<PAGE> 5
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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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
Post-Effective Amendment No. 1 to Registration Statements on Form S-8 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-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 Post Effective No. 1 to Registration Statements on Form S-8 has been signed
on this 16th day of December 1999 by the following persons in the capacities
indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE
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<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>
<PAGE> 7
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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EXHIBITS
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POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENTS ON FORM S-8
ATMEL CORPORATION
December 16, 1999
<PAGE> 8
ATMEL CORPORATION
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENTS ON FORM S-8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<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-8 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
