<PAGE>
As filed with the Securities and Exchange Commission on January 31, 1996
Registration No. 33-................
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________
SEMTECH CORPORATION
(Exact name of registrant as specified in charter)
DELAWARE 95-2119684
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
652 MITCHELL ROAD
NEWBURY PARK, CALIFORNIA 91320
(Address, including zip code, of principal executive offices)
_________
1994 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
JOHN D. POE
Chief Executive Officer & President
SEMTECH CORPORATION
652 Mitchell Road
Newbury Park, California 91320
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (805) 498-2111
_________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Amount to be Offering Price Aggregate Amount of
Securities to be registered Registered Per Share (1) Offering Price (1) Registration Fee
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 150,000(2) $20.25 $3,037,500 $1,047.41
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457 under the Securities Act
of 1933, as amended. The proposed Maximum Aggregate Offering Price is
based on the last sale price as quoted on NASDAQ National Market
System January 29, 1996 of $20.25 per share.
(2) Excludes all shares previously registered under Registrant's 1994 Non-
Employee Directors' Stock Option Plan on Form S-8 Registration
Statement (Registration No. 33-85158).
================================================================================
This Registration Statement contains ___ sequentially numbered pages.
The Exhibit Index appears as sequentially numbered page ___.
<PAGE>
PART II/1/
-
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated into this
Registration Statement and made a part hereof by this reference.
(a) The Annual Report on Form 10-K of Semtech Corporation (the "Company" or
"Registrant") for the fiscal year ended January 29, 1995 (file No. 1-6395)
filed with the Securities Exchange Commission (the "Commission") pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarters ended
April 30, 1995, July 30, 1995 and October 29, 1995, filed with the
Commission pursuant to the Exchange Act;
(c) The Company's Proxy Statement for its annual meeting of stockholders held
on June 8, 1995 (other than the portions thereof identified as not deemed
filed with the Commission);
(d) The Company's Current Report on Form 8-K, dated October 4, 1995, as amended
on December 19, 1995, filed with the Commission pursuant to the Exchange
Act;
(e) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form S-2 filed with the Commission on December
24, 1985, under the Securities Act of 1933, as amended (the "Securities
Act");
(f) Registration Statement on Form S-8, filed October 14, 1994 (Registration
No. 33-85158), registering 100,000 shares of the Company's Common Stock,
reserved under the 1994 Non-Employee Directors' Stock Option Plan, under
the Securities Act; and
(g) The prospectus contained in the Registration Statement on Form S-3, filed
January 9, 1996 (Registration No. 333-00121), registering 775,000 shares of
Common Stock of the Company under the Securities Act.
In addition, all Documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this
_______________________
1/ Information required by Part I of Form S-8 is contained in a Section 10(a)
- -
prospectus to be distributed to each optionee and is omitted from this
Registration Statement in accordance with Rule 428 under the Securities Act and
the Note to Part I of Form S-8.
-2-
<PAGE>
Registration Statement, and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of the filing of such documents with the Commission.
ITEMS 4-7. DESCRIPTION OF SECURITIES; INTERESTS OF NAMED EXPERTS AND COUNSEL;
INDEMNIFICATION OF DIRECTORS AND OFFICERS; EXEMPTION FROM
REGISTRATION CLAIMED.
Items 4 through 7, inclusive, are omitted in reliance upon General
Instruction E to Form S-8, and the above incorporation by reference of a
previously filed and currently effective Form S-8 (see Item 3, subpart (f)
above) registering securities of the same class under the same plan as those
registered on this Form S-8.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number
- ------
<S> <C>
4.1 1994 Non-Employee Directors' Stock Option Plan, as amended.
5 Opinion of counsel as to legality of securities being registered.
23.1 Consent of independent public accountants.
23.2 Consent of counsel (included in Exhibit 5.1).
24.1 Power of Attorney (included herein on the signature page).
</TABLE>
ITEM 9. UNDERTAKINGS.
Item 9 is omitted in reliance upon General Instruction E to Form S-
8, and the above incorporation by reference of a previously filed and currently
effective Form S-8 (see Item 3, subpart (f) above) registering securities of the
same class under the same plan as those registered on this Form S-8.
-3-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Newbury Park, State of California, on January 30,
1996.
SEMTECH CORPORATION
By: /s/ John D. Poe
---------------------------------
John D. Poe, President &
Chief Executive Officer
-4-
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John D. Poe, with full power to act as
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John D. Poe President & Chief Executive January 30, 1996
- -------------------------
(John D. Poe) Officer
/s/ David E. Franz, Jr. Vice President, Chief Financial January 30, 1996
- -------------------------
(David G. Franz Jr.) Officer & Principal Accounting
Officer
/s/ James P. Burra Director January 30, 1996
- -------------------------
(James P. Burra)
/s/ Rock N. Hankin Director January 30, 1996
- -------------------------
(Rock N. Hankin)
/s/ Allen H. Orbuch Director January 30, 1996
- -------------------------
(Allen H. Orbuch)
/s/ James T. Schraith Director January 30, 1996
- -------------------------
(James T. Schraith)
/s/ Jack O. Vance Director January 30, 1996
- -------------------------
(Jack O. Vance)
</TABLE>
-5-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibits Numbered Page
- -------- -------------
<S> <C> <C>
4.1 1994 Non-Employee Directors' Stock Option Plan,
as amended.
5 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of independent public accountants.
23.2 Consent of counsel (included in Exhibit 5).
24.1 Power of Attorney (included herein on the
signature page).
</TABLE>
-6-
<PAGE>
EXHIBIT 4.1
SEMTECH CORPORATION
1994 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
AS AMENDED
1. PURPOSE.
-------
The purpose of the 1994 Non-Employee Directors Stock Option Plan, as
amended, of the Corporation is to provide incentives which will attract and
retain highly competent persons as directors of the Corporation by providing
them with opportunities to acquire a proprietary interest in the Corporation by
the grant to such persons of nonqualified Stock Options which may result in
their ownership of Common Stock of the Corporation.
2. DEFINITIONS. Unless otherwise defined herein or the context otherwise
-----------
requires, the capitalized terms used herein shall have the following meanings:
(a) "Administrator" means the Board or the Committee, whichever shall
-------------
be administering the Plan from time to time in the discretion of the Board, as
described in Section 4 of the Plan.
(b) "Annual Meeting" means the 1994 Annual Meeting of the
--------------
Corporation's stockholders.
(c) "Board" means the Board of Directors of the Corporation.
-----
(d) "Committee" means a committee appointed by the Board to administer
---------
the Plan pursuant to Section 4(b) hereof.
(e) "Common Stock" means the common stock of the Corporation.
------------
(f) "Corporation" means Semtech Corporation, a Delaware corporation.
-----------
(g) "Date of Grant" means the date determined as set forth in Section
-------------
6 hereof.
(h) "Disability" means any medically determinable physical or mental
----------
impairment of a Participant, as determined by the Administrator, in its complete
and sole discretion, which is expected to last for a period of at least 180 days
as a result of which such Participant is unable to engage in any substantial
gainful activity. All determinations as to a Participant's disabled status, and
the date and extent of any disability, shall be made by the Administrator upon
the basis of such information as it deems necessary or desirable.
(i) "Effective Date" means the date on which all Required Approvals
--------------
have been obtained.
(j) "Exchange Act" means the Securities Exchange Act of 1934, as
------------
amended.
<PAGE>
(k) "Fair Market Value" means the value of one (1) Share of Common
-----------------
Stock, determined as follows:
(i) If the Shares are traded on an exchange or over-the-counter on
the National Market System (the "NMS") of the National Association of Securities
Dealers, Inc. Automated Quotation System ("NASDAQ"), (A) if listed on an
exchange, the closing price as reported for composite transactions on the
business day immediately prior to the date of valuation or, if no sale occurred
on that date, then the mean between the closing bid and asked prices on such
exchange on such date, and (B) if traded on the NMS, the last sale price on the
business day immediately prior to the date of valuation or, if no sale occurred
on such date, then the mean between the highest bid and lowest asked prices as
of the close of business on the business day immediately prior to the date of
valuation, as reported in the NASDAQ system;
(ii) If the Shares are not traded on an exchange or the NMS but are
otherwise traded over-the-counter, the mean between the highest bid and lowest
asked prices quoted in the NASDAQ system as of the close of business on the
business day immediately prior to the date of valuation or, if on such day such
security is not quoted in the NASDAQ system, the mean between the representative
bid and asked prices on such date in the domestic over-the-counter market as
reported by the National Quotation Bureau, Inc., or any similar successor
organization; and
(iii) If neither clause (i) nor (ii) above applies, the fair market
value as determined by the Administrator in good faith. Such determination
shall be conclusive and binding on all persons.
(l) "Normal Board Retirement" means, in conjunction with
-----------------------
termination of a Participant's services as a member of the Board for any reason
other than death or Disability, the determination of the Administrator or the
Nominating Committee of the Board that such termination constitutes Normal Board
Retirement. In the absence of such a determination, termination of a
Participant's services as a member of the Board shall be deemed to be for
reasons other than Normal Board Retirement.
(m) "Option" or "Stock Option" means a stock option that does not
------ ------------
qualify as an incentive stock option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended.
(n) "Option Agreement" means an option agreement signed by the
----------------
Corporation and the Participant in such form and including such terms and
conditions not inconsistent with the Plan as the Administrator may in its
discretion from time to time determine.
(o) "Initial Option" shall have the meaning ascribed to it in
--------------
Section 6(a) hereof.
(p) "Annual Option" shall have the meaning ascribed to it in Section
-------------
6(b) hereof.
(q) "Participant" means any Participating Director who elects to
-----------
receive Options pursuant to Section 6 hereof.
(r) "Participating Director" means a member of the Board who is not
----------------------
an employee of the Corporation or any of its present or future parent or
subsidiary corporations.
<PAGE>
(s) "Plan" means the 1994 Non-Employee Directors Stock Option Plan, as
----
amended and as set forth herein, and as it may be amended from time to time.
(t) "Required Approvals" means the approval of this Plan by the
------------------
affirmative vote of a majority of the shares of Common Stock present in person
or by proxy, and entitled to vote, at the Annual Meeting.
3. SHARES OF COMMON STOCK SUBJECT TO THE PLAN.
------------------------------------------
(a) Subject to the provisions of Section 3(c) and Section 8 of the
Plan, the aggregate number of shares of Common Stock that may be issued or
transferred or exercised pursuant to Options granted under the Plan shall not
exceed 250,000.
(b) The shares to be delivered under the Plan will be made available
from authorized but unissued shares of Common Stock.
(c) Shares of Common Stock subject to an unexercised portion of any
Stock Option granted under the Plan which expires or terminates or is canceled
will again become available for the grant of further Options hereunder.
4. ADMINISTRATION OF THE PLAN.
--------------------------
(a) The Plan shall, to the extent possible, be self-effectuating. To
the extent administration is required, the Board is authorized and empowered to
administer the Plan, which administration shall include (but is not limited to)
authority to (i) construe and interpret the plan and any agreements defining the
rights and obligations of the Corporation and Participants under the Plan; (ii)
prescribe, amend and rescind rules and regulations relating to the Plan; (iii)
further define the terms used in the Plan; (iv) determine the rights and
obligations of Participants under the Plan; and (v) make all other
determinations necessary or advisable for the administration of the Plan. Each
Option granted under the Plan shall be evidenced by an Option Agreement.
(b) The Board may, in its discretion, delegate any or all of its
authority under the Plan to a committee consisting of two or more non-director
employees of the Corporation, so long as allowable under applicable law.
(c) No member of the Administrator will be liable for any action or
determination made in good faith by the Administrator with respect to the Plan
or any Option under it, including, without limitation, adjustments pursuant to
Section 8. In making determinations under the Plan, the Administrator may
obtain and may rely upon the advice of independent counsel and accountants and
other advisors to the Corporation. No member of the Administrator nor any
officer of the Corporation shall be liable for any such action or determination
taken or made in good faith with respect to the Plan or any Option granted
hereunder.
<PAGE>
5. PARTICIPATION.
-------------
Options shall be granted to each Participating Director exclusively in
accordance with the provisions set forth in Section 6 hereof.
6. OPTION GRANTS.
-------------
(a) On June 1, 1994, there shall be granted automatically (without any
action by the Administrator) a Stock Option to each Participating Director then
in office to purchase 7,500 shares of Common Stock (an "Initial Option"). The
Date of Grant of each such Option shall be the June 1, 1994. Whenever any
person shall become a Participating Director, there shall be granted
automatically (without any action by the Administrator) an Initial Option (the
Date of Grant of which shall be the date such person shall have become a
Participating Director) to such person to purchase 7,500 shares of Common Stock
(subject to adjustment pursuant to Plan provisions).
(b) On January 2 (or if January 2 is not a business day, on the next
succeeding business day) in each calendar year after 1993 during the term of the
Plan, there shall be granted automatically (without any action by the
Administrator) a Stock Option (an "Annual Option") (the Date of Grant of which
shall be such date in January) to each Participating Director then in office to
purchase 3,750 shares of Common Stock (subject to adjustment pursuant to Section
8 hereof).
(c) Notwithstanding the provisions of paragraphs (a) and (b) above, no
Participating Director shall receive more than one Option under Section 6 (a)
and (b) in any calendar year.
(d) On July 1 (or if July 1 is not a business day, on the next
succeeding business day) of each calendar year, starting on July 1, 1995, an
additional option to purchase 3,750 shares of Common Stock (an "Additional
Option") will automatically be granted each non-employee director then in
office, provided that this particular option grant shall terminate with respect
to any non-employee director to the extent that such non-employee director has
been granted a cumulative total of options to purchase 35,000 shares under the
Plan.
(e) Notwithstanding the provisions of paragraph (a), (b) and (c)
above, any Participating Director may elect not to receive Options by providing
written notice to the Corporation (i) with respect to an Initial Option, prior
to becoming a director of the Corporation, and (ii) with respect to any Annual
Option or Additional Option, at least six months prior to the date such Annual
Option or Additional Option would otherwise be granted. No Participating
Director making such election will receive any compensation in lieu of the
declined Option(s).
7. TERMS AND CONDITIONS OF STOCK OPTIONS.
-------------------------------------
(a) Purchase Price. The purchase price of Common Stock under each
--------------
Stock Option granted under Section 6 shall be equal to the Fair Market Value of
the Common Stock on the Date of Grant.
(b) Exercise Period. The right to exercise Stock Options shall accrue
---------------
as follows:
<PAGE>
(i) With respect to Stock Options granted on the Effective Date
of the Plan pursuant to Section 6(a), commencing on the six-month
anniversary of the Effective Date, such Stock Options may be exercised in
their entirety.
(ii) With respect to all Stock Options granted subsequent to the
Effective Date,
. Commencing on the first anniversary of the Date of Grant, each
Stock Option may be exercised to the extent of one-third of the
shares subject to the Stock Option.
. Commencing on the second anniversary of the Date of Grant,
each Stock Option may be exercised to the extent of one-third of
the shares subject to the Stock Option, plus any shares with
respect to which the Stock Option has previously become
exercisable but has not been exercised.
. Commencing on the third anniversary of the Date of Grant, each
Stock Option may be exercised in its entirety, to the extent it
has not previously been exercised.
Notwithstanding anything to the contrary in the Plan or any Option Agreement
hereunder, no Option granted hereunder shall be exercised after ten years from
its Date of Grant.
(c) Payment of Purchase Price. Upon the exercise of a Stock Option,
-------------------------
the purchase price will be payable in full in cash or its equivalent acceptable
to the Corporation. In the discretion of the Administrator, the purchase price
may be paid by the assignment and delivery to the Corporation of shares of
Common Stock or a combination of cash and such shares equal in value to the
exercise price. Any shares so assigned and delivered to the Corporation in
payment or partial payment of the purchase price will be valued at their Fair
Market Value on the exercise date.
(d) No Fractional Shares. No fractional shares will be issued
--------------------
pursuant to the exercise of a Stock Option nor will any cash payment be made in
lieu of fractional shares.
(e) Termination of Directorship. If a Participant's services as a
---------------------------
member of the Board terminate by reason of death, Disability or Normal Board
Retirement, an Option granted hereunder held by such Participant shall be
automatically accelerated with respect to its exercisability and shall become
immediately exercisable in full for the remaining number of shares of Common
Stock subject to such Option for three years after the date of such termination
or until the expiration of the stated term of such Option, whichever period is
shorter, and thereafter such Option shall terminate; provided, however, that if
a Participant dies or suffers a Disability during said three-year period after
Normal Board Retirement such Option shall remain exercisable in full for a
period of three years after the date of such death or Disability or until the
expiration of the stated term of such Option, whichever period is shorter, and
thereafter such Option shall terminate. If a Participant's services as a member
of the Board terminate for any other reason, any portion of an Option granted
hereunder held by such Participant which is not then exercisable shall terminate
and any portion of such Option which is then exercisable may be exercised for
three months after the date of such termination or until the expiration of the
stated term of such Option, whichever period is shorter, and thereafter such
Option shall terminate; provided, however,
<PAGE>
that if a Participant dies or suffers a Disability during such three month
period, such Option may be exercised for a period of one year after the date of
such Participant's death or Disability or until the expiration of the stated
term of such Option, whichever period is shorter, in accordance with its terms,
but only to the extent exercisable on the date of the Participant's death or
Disability.
8. ADJUSTMENT PROVISIONS.
---------------------
(a) Subject to Section 8(b), if the outstanding shares of Common Stock
of the Corporation are increased, decreased or exchanged for a different number
or kind of shares or other securities, or if additional shares or new or
different shares or other securities are distributed with respect to such shares
of Common Stock or other securities, through merger, consolidation, sale of all
or substantially all the property of the Corporation, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other distribution with respect to such shares of Common Stock or other
securities, an appropriate and proportionate adjustment shall be made in (i) the
maximum number and kind of shares or other securities provided in Section 3(a),
(ii) the number and kind of shares or other securities subject to the then-
outstanding Stock Options, (iii) the price for each share or other unit or any
other securities subject to then-outstanding Stock Options without change in the
aggregate purchase price or value as to which such Stock Options remain
exercisable and (iv) the number, kind and price of shares or other securities to
be granted pursuant to Section 6 hereof.
(b) Notwithstanding the provisions of Section 8(a), upon dissolution
or liquidation of the Corporation or upon a reorganization, merger or
consolidation of the Corporation with one or more corporations as a result of
which the Corporation is not the surviving corporation or as a result of which
the outstanding Common Stock is converted into or exchanged for cash or
securities of another issuer or both, or upon the sale of all or substantially
all the assets of the Corporation, all restrictions applicable to the exercise
of outstanding Stock Options shall continue in full force and effect and
provision shall be made in connection with such transaction for the continuance
of the Plan and the assumption of the outstanding stock Options by or the
substitution for such Options of new options covering the stock of the successor
corporation, or a parent or subsidiary thereof or the Corporation, with
appropriate and proportionate adjustment in (i) the number and kind of shares or
other securities or cash or other property subject to such Options and (ii) the
price for each share or other unit of any other securities or cash or other
property subject to such Options without change in the aggregate purchase price
or value as to which such Options remain exercisable; provided, however, that if
no public market exists for the Common Stock or the other securities or property
which would be subject to such Options after consummation of such transaction,
such Options shall be converted into the right to receive, upon exercise
thereof, an amount of cash equal to the amount determined by the Administrator
to be the fair market value of the effective date of such transaction of the
stock, other securities, cash and other property that a share of Common Stock is
entitled to receive, or into which it is converted, pursuant to such
transaction.
(c) Adjustments under Sections 8(a) and 8(b) will be made by the
Administrator, whose determination as to what adjustments will be made and the
extent thereof will be final, binding, and conclusive in the absence of manifest
error or arbitrary action. No fractional interest will be issued under the Plan
on account of any such adjustments.
<PAGE>
9. GENERAL PROVISIONS.
------------------
(a) The grant of any Stock Option under the Plan may also be subject
to such other provisions (whether or not applicable to the Stock Option awarded
to any other Participant) as the Administrator determines appropriate including,
without limitation, provisions to assist the participant in financing the
purchase of Common Stock through the exercise of Stock Options, provisions for
the forfeiture of or restrictions on resale or other disposition of shares
acquired under any form of benefit, provisions giving the Corporation the right
to repurchase shares acquired under any form of benefit in the event the
Participant elects to dispose of such share, provisions to comply with federal
and state securities laws and federal and state income tax withholding
requirements and to such approvals by any regulatory or governmental agency
which may be necessary or advisable in connection therewith.
In connection with the administration of the Plan or the grant of any
Stock Option, the Administrator may impose such further limitations or
conditions as in its opinion may be required or advisable to satisfy, or secure
the benefits of, applicable regulatory requirements (including those rules
promulgated under Section 16 of the Exchange Act or those rules that facilitate
exemption from or compliance with the Act of the Exchange Act), the requirements
of any stock exchange or NASDAQ upon which such shares or shares of the same
class are then listed, and any blue sky or other securities laws applicable to
such shares.
(b) No person shall be entitled to the privileges of stock ownership
in respect of shares of stock which are subject to Options hereunder until such
person shall have become the holder of record of such shares.
(c) No fewer than 500 shares may be purchased at one time pursuant to
any Stock Option unless the number purchased is the total number at the time
available for purchase under the Stock Option.
(d) Options shall not be transferable by the Participants other than
by will or the laws of descent and distribution, and during the lifetime of any
Participant shall be exercisable only by such Participant, except that to the
extent permitted by applicable law, and Rule 16b-3 promulgated under the
Exchange Act, the Administrator may permit a Participant to designate in writing
during his lifetime a beneficiary to receive and exercise Stock Options in the
event of such Participant's death. Following the death of a Participant, Stock
Options held by such Participant shall be exercisable, in accordance with their
terms, by such designated beneficiary or, if no such beneficiary has been
designated, by the Participant's estate or by the person or persons who acquire
the right to exercise it by bequest or inheritance. Any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of, or to subject to execution,
attachment or similar process, any Stock Option granted hereunder, contrary to
the provisions hereof, shall be void and ineffective, shall give no rights to
the purported transferee, and shall at the sole discretion of the Administrator
result in forfeiture of such Stock Option with respect to the shares involved in
such attempt.
(e) The Plan and all Stock Options granted under the Plan and the
documents evidencing Stock Options shall be governed by, and construed in
accordance with, the internal substantive laws (but not the law of conflict of
laws) of the State of California.
<PAGE>
10. AMENDMENT AND TERMINATION.
-------------------------
(a) The Board shall have the power, in its discretion, to amend,
suspend or terminate the Plan at any time. No such amendment shall be effective
without approval of the shareholders of the Corporation, except as provided in
Section 8 of the Plan:
(i) Change the class of persons eligible to receive Stock Options
under the Plan; or
(ii) Increase the number of shares of Common Stock subject to the
Plan.
(b) No amendment, suspension or termination of the Plan will, without
the consent of the Participant, alter, terminate, impair or adversely affect any
right or obligation under any Stock Option previously granted under the Plan.
(c) The Plan shall not be amended more than once every six months,
other than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act, or the rules thereunder.
11. EFFECTIVE DATE OF PLAN AND DURATION OF PLAN.
-------------------------------------------
This Plan was effective on June 1, 1994; the amendments to the
original plan document were effective on June 8, 1995.
<PAGE>
EXHIBIT 5
---------
Paul, Hastings, Janofsky & Walker
555 S. Flower Street
Twenty-Third Floor
Los Angeles, California 90071
Telephone (213) 683-6000
Facsimile (213) 627-0705
January 30, 1996
Semtech Corporation
652 Mitchell Road
Newbury Park, California 91320
Ladies and Gentlemen:
We are furnishing this opinion of counsel to Semtech Corporation, a
Delaware corporation (the "Company"), for filing as Exhibit 5 to the
Registration Statement on Form S-8 (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, relating to the issuance and sale by the Company of up to
an additional 150,000 shares of its Common Stock (the "Shares") upon the
exercise of stock options granted pursuant to the Company's 1994 Non-Employee
Directors' Stock Option Plan, as amended (the "Plan").
We have examined the Certificate of Incorporation and Bylaws, each as
amended to date, of the Company, and the originals, or copies certified or
otherwise identified, of records of corporate action of the Company as furnished
to us by the Company, certificates of public officials and of representatives of
the Company, and such other instruments and documents as we deemed necessary, as
a basis for the opinions hereinafter expressed. In such examination we have
assumed the genuineness of all signatures, the authenticity of all corporate
records and other documents submitted to us and the conformity to original
documents submitted to us as certified or photostatic copies.
Based upon our examination as aforesaid, and in reliance upon our
examination of such questions of law as we
<PAGE>
deem relevant under the circumstances, we are of the opinion that the Shares,
when purchased and issued as described in the Registration Statement and in
accordance with the Plan (including the receipt of the full purchase price
therefor), will be validly issued, fully paid and nonassessable.
We express no opinion with respect to the applicability or effect of
the laws of any jurisdiction other than the Delaware General Corporation Law, as
in effect as of the date hereof.
We hereby consent to the filing of this opinion of counsel as Exhibit
5 to the Registration Statement.
Very truly yours,
/s/ Paul, Hastings, Janofsky & Walker
<PAGE>
EXHIBIT 23.1
[LETTERHEAD OF ARTHUR ANDERSEN]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
and to all references to our Firm included in or made a part of this Form S-8.
/s/ ARTHUR ANDERSEN LLP
--------------------------------
ARTHUR ANDERSEN LLP
Los Angeles, California
January 26, 1996
