<PAGE>
As filed with the Securities and Exchange Commission on June 12, 1998
Registration No. 33-..................
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SEMTECH CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS 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
(805) 498-2111
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JOHN D. POE COPIES TO:
PRESIDENT & CHIEF EXECUTIVE OFFICER ROBERT A. MILLER, JR., ESQ.
SEMTECH CORPORATION PAUL, HASTINGS, JANOFSKY & WALKER LLP
652 MITCHELL ROAD 555 S. FLOWER STREET
NEWBURY PARK, CALIFORNIA 91320 LOS ANGELES, CALIFORNIA 90071
(805) 498-2111 (213) 683-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND (NAME, ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA CODE, TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE) OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement.
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]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
COMMON STOCK, $.01 PAR VALUE 175,774 SHARES (2) $19.59375 $3,444,071.81 $1,016.00
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</TABLE>
(1) Estimate based on the average of the high and low prices of the
Registrant's Common Stock as reported by the NASDAQ-National Market System
on June 11, 1998 pursuant to Rule 457(c) promulgated under the Securities
Act of 1933, as amended.
(2) This Registration Statement also covers such indeterminate number of
additional shares of the Registrant's Common Stock as may be issued by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which
results in an increase in the number of the Registrant's outstanding shares
of Common Stock.
___________________________________________________
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>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAW OF ANY SUCH STATE.
Subject to Completion, Dated June 12, 1998
PROSPECTUS
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SEMTECH CORPORATION
_______________
175,774 Shares of Common Stock
_______________
This Prospectus relates to the offering of up to an aggregate of 175,774
shares (the "Shares") of Common Stock, par value $.01 per share (the "Common
Stock"), of Semtech Corporation, a Delaware corporation ("Semtech" or the
"Company"), which may be offered from time to time by the persons named in this
Prospectus under the caption "Selling Securityholders."
The Shares being offered hereby are resales of shares acquired by the
Selling Securityholders in connection with the acquisition by the Company of
Acapella Limited on April 27, 1998, which acquisition was accounted for as a
pooling-of-interests under generally accepted accounting principles. The Shares
may be offered for sale from time to time by each Selling Securityholder acting
as principal for its own account or in brokerage transactions at prevailing
market prices or in transactions at negotiated prices. No representation is
made that any Shares will or will not be offered for sale. The Shares are being
offered for the accounts of the Selling Securityholders. The Company will not
receive any proceeds from the sale of the Shares. It is not possible at the
present time to determine the price to the public in any sale of the Shares by
the Selling Securityholders and each Selling Securityholder reserves the right
to accept or reject, in whole or in part, any proposed purchase of Shares.
Accordingly, the public offering price and the amount of any applicable
underwriting discounts and commissions will be determined at the time of such
sale by the Selling Securityholders. All costs, expenses and fees incurred in
connection with the registration of the Shares, estimated to be approximately
$11,516.00, are being borne by the Company, but all selling and other expenses
incurred by the Selling Securityholders will be borne by such Selling
Securityholders. See "Plan of Distribution."
The Selling Securityholders, and the brokers through whom sales of the
Shares are made, may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933, as amended. In addition, any
profits realized by the Selling Securityholders or such brokers on the sale of
the Shares may be deemed to be underwriting commissions.
The shares of Common Stock of the Company are traded on the NASDAQ
National Market System ("NASDAQ") under the symbol "SMTC." The last reported
sales price of the Company's Common Stock as reported by NASDAQ on June 11, 1998
was $18.94.
THE OFFERING INVOLVES A HIGH DEGREE OF RISK. FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITHIN AN INVESTMENT IN THE
SHARES, SEE "RISK FACTORS."
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 June ___, 1998.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports, proxy and information statements and other information with the
Securities and Exchange Commission (the "SEC"). Copies of such reports, proxy
and information statements and other information can be inspected and copied at
the public reference facilities maintained by the SEC at its principal office
located at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and
at the following Regional Offices of the SEC: Suite 1400, Northwestern Atrium
Center, 500 West Madison Street, 14th Floor, Chicago, Illinois 60661; and Seven
World Trade Center, 13th Floor, New York, New York 10048. Copies of such
material can be obtained at prescribed rates from the Public Reference Section
of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission
maintains a Web site at (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission.
The Company's Common Stock is listed on the NASDAQ National Market System
and reports, proxy statements and other information concerning the Company may
be inspected at the offices of the National Association of Securities Dealers,
Inc., 9513 Key West Avenue, Rockville, Maryland 20850.
The Company has filed with the SEC a registration statement on Form S-3
(together with any amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
shares of Common Stock to be offered pursuant to this Prospectus. This
Prospectus is part of the Registration Statement and does not contain all the
information set forth in the Registration Statement, certain portions of which
have been omitted pursuant to the rules and regulations of the SEC. Such
additional information may be obtained from the SEC's principal office in
Washington, D.C. Statements contained in this Prospectus or in any document
incorporated by reference in this Prospectus as to the contents of any contract
or other document referred to herein or therein are not necessarily complete,
and in each instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement or such other
document, each such statement being qualified in all respects by such reference.
TABLE OF CONTENTS
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<TABLE>
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Page
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Available Information................................... 2
Incorporation by Reference.............................. 3
Forward-Looking Statements.............................. 4
The Company............................................. 4
Risk Factors............................................ 5
Selling Securityholders................................. 8
Plan of Distribution.................................... 9
Use of Proceeds......................................... 9
Legal Matters........................................... 9
Experts................................................. 9
</TABLE>
NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY SEMTECH
OR ANY SELLING SECURITYHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY
TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER
OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF SEMTECH SINCE THE DATE HEREOF.
<PAGE>
INCORPORATION BY REFERENCE
This Prospectus incorporates by reference certain documents which are not
presented herein or delivered herewith. These documents are available upon
request from Gisela Auchter, Assistant Secretary, Semtech Corporation, 652
Mitchell Road, Newbury Park, California 91320, telephone (805) 498-2111.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, upon the written or oral request of any such person, a copy of any
and all of the information that has been incorporated herein by reference, other
than exhibits to such information, unless such exhibits are specifically
incorporated herein by reference into the information that this Prospectus
incorporates. Requests for such documents should be directed to the person
indicated in the immediately preceding paragraph.
The following documents, which have been filed with the SEC pursuant to
the Exchange Act, are hereby incorporated by reference herein:
(a) Semtech's Annual Report on Form 10-K for the year ended February 1,
1998;
(b) Semtech's Current Report on Form 8-K, as filed with the SEC on March
9, 1998;
(c) Semtech's Proxy Statement for its annual meeting of stockholders to
be held on June 11, 1998 (other than the portions thereof identified as not
deemed filed with the SEC); and
(d) The description of the Common Stock contained in Semtech's
Registration Statement on Form S-2, filed with the Commission on December 24,
1985, under the Securities Act.
All documents filed by Semtech pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof and prior to the termination of
this offering shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of filing of such documents. All information
appearing in this Prospectus or in any document incorporated herein by reference
is not necessarily complete and is qualified in its entirety by the information
and financial statements (including notes thereto) appearing in the documents
incorporated by reference herein and should be read together with such
information and documents. Any statement contained in a document incorporated
or deemed to be incorporated herein by reference 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 that is deemed to
be incorporated herein by reference modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
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<PAGE>
FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this
Prospectus constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company,
or industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such factors include, among others, those set forth in this
Prospectus, including under the caption "Risk Factors." Given these
uncertainties, prospective investors are cautioned not to place undue reliance
on such forward-looking statements. The Company disclaims any obligation to
update any such statements or to publicly announce any updates or revisions to
any of the forward-looking statements contained herein to reflect any change in
the Company's expectation with regard thereto or any change in events,
conditions, circumstances or assumptions underlying such statements.
Unless otherwise indicated, as used in this Prospectus, all references to
"Semtech Corporation," the "Company" and "Semtech" refer to Semtech Corporation
and its subsidiaries, including Acapella Limited ("Acapella").
THE COMPANY
Semtech Corporation ("Semtech" or the "Company") manufactures and markets
a wide range of semiconductor products designed for use in commercial and
military applications. The Company was incorporated in 1960 in Delaware. The
Company's principal executive offices are located at 652 Mitchell Road, Newbury
Park, California 91320, and its telephone number at that location is (805) 498-
2111. The Company has manufacturing facilities in California, Texas, Mexico and
Scotland.
The Company has traditionally manufactured high quality semiconductors
consisting of silicon rectifiers, rectifier assemblies, high-voltage monolithic
capacitors, transient voltage suppressors and related devices which are mainly
used to convert alternating current into direct current. A majority of these
products were used in military and aerospace applications. In recent years, the
Company has introduced several new product lines designed for use in commercial
(non-military) applications such as personal computers, telecommunications and
data communications. These commercial products include transient voltage
suppressors (TVS) which provide protection from damaging electrical transients
to sensitive components, linear and switching voltage regulators which alter
voltage, DC/DC modules and customized power supplies.
The commercial semiconductor industry and the industries in which the
Company's products are used are characterized by rapid changes and short product
life cycles. While the Company has seen wide acceptance of its newly introduced
commercial products, the commercial markets, as well as the markets for the
Company's military and aerospace products, remain fiercely competitive.
The Company maintains a domestic sales and marketing organization
consisting of Company sales personnel located in Southern California, Texas and
Connecticut who manage the sales activities of independent sales representative
firms and independent industrial distributors within the United States and
Canada. The Company also maintains sales offices in France, Germany, Scotland
and Taiwan to serve the European and Far East markets. These sales activities
are also supplemented by independent sales representative firms and authorized
distributors. The Company is represented outside the United States and Europe
by other independent sales organizations.
On April 27, 1998, the Company acquired Acapella. Acapella, which is
based in Southampton, England, designs and markets complex mixed-signal
integrated circuits (ICs) for fiber-optic communications. In addition to
providing highy integrated solutions designed to ease the transition from copper
to fiber-based communications, Acapella also provides design consultancy
services to a wide range of companies. The addition of Acapella gives Semtech
products and technologies needed to build its newly formed Communications
Business Unit. The Selling Securityholders are the former security holders of
Acapella.
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<PAGE>
RISK FACTORS
An investment in the Shares offered hereby involves a high degree of
risk. The following risk factors should be considered carefully in evaluating
an investment in the Shares offered hereby.
SOLE OR LIMITED SOURCES OF SUPPLY. The Company obtains certain
components and materials necessary for its manufacturing operations from a
limited number of suppliers. The Company's reliance on a limited number of
outside subcontractors for packaging and certain other tasks also involves
several risks, including potential inability to obtain an adequate supply of
required components and reduced control over the price, timely delivery,
reliability and quality of components. There can be no assurance that problems
will not occur in the future with suppliers or subcontractors. Disruption or
termination of the Company's supply sources or subcontractors could delay
shipments by the Company and could have a material adverse effect on the
Company's business, financial condition and results of operations. Delays could
also damage relationships with current and prospective customers. Any prolonged
inability to obtain timely deliveries or any other circumstances that would
require the Company to seek alternative sources of supply or to manufacture or
package certain components internally would have a material adverse effect on
the Company's business, financial condition and results of operations.
PROTECTION OF KNOW-HOW AND TRADE SECRETS; INTELLECTUAL PROPERTY CLAIMS.
Few of the Company's products are protected by patents. The Company has,
however, devoted significant resources to develop its current level of
expertise, and believes that its integrated circuit design know-how and
processes are valuable assets that have been and will continue to be important
to the Company's business. The Company relies primarily on a combination of
nondisclosure agreements and other contractual provisions, as well as the
commitment to confidentiality and loyalty of its employees, to protect its know-
how and processes. The failure of the Company to adequately protect its
material know-how and processes could have a material adverse effect on the
Company's business, financial condition and results of operations. There can be
no assurance that the steps taken by the Company will be adequate to protect its
proprietary rights or that a competitor will not independently develop know-how
or processes similar or superior to those of the Company.
The semiconductor industry is characterized by frequent litigation
regarding patent and intellectual property rights. Litigation, which could
result in substantial cost to and diversion of resources from the Company, may
be necessary to enforce intellectual property rights of the Company or to defend
the Company against infringement claims.
INTENSE COMPETITION. The semiconductor industry is intensely competitive
and is characterized by price erosion, rapid technological change and design and
other technological obsolescence. The Company competes with domestic and
international semiconductor companies, many of which have substantially greater
financial and other resources than the Company with which to pursue engineering,
manufacturing, marketing and distribution of their products. The Company
expects continued competition from existing competitors as well as competition
from new entrants in the semiconductor market. The ability of the Company to
compete successfully in the rapidly evolving area of integrated circuit
technology depends on several factors, including success in designing and
manufacturing new products that implement new technologies, adequate sources of
raw materials, protection of Company processes and know-how, maintaining high
product quality and reliability, competitive pricing, efficient production,
customer demand, success of competitors' products and general economic
conditions. Increased competition could result in price reductions, reduced
margins and loss of market share, any of which could materially adversely affect
the Company's business, financial condition and results of operations.
PRODUCTION YIELD FLUCTUATIONS. The manufacture of semiconductor products
is a highly complex and precise process. Defects in masks, impurities in the
materials used, contamination of the manufacturing environment, equipment
failure and other difficulties in the fabrication process can cause a
substantial percentage of wafers to be rejected or numerous die on each wafer to
be nonfunctional. Wafer yields can decline without warning, resulting in
substantially higher product costs and inventory shortages. Yield problems may
take substantial time to analyze and correct. While the Company has not
experienced material fluctuations in production yields in the recent past, there
can be no assurance that the Company will not experience production yield
problems in the future, or that any problem of that type will not materially
adversely affect the Company's business, financial condition and results of
operations.
RAPID TECHNOLOGICAL CHANGE. The business in which the Company is engaged
is characterized by rapid technological change and new process technologies and
enhancements. The Company's competitiveness and future success will depend in
large part upon the technological quality of its products and processes relative
to those of its competitors and
-5-
<PAGE>
its ability both to develop new and enhanced process technologies and to
introduce them at competitive prices and on a timely and cost-effective basis.
The success of the Company in developing, introducing, selling and supporting
new and enhanced technologies depends upon a variety of factors including timely
and efficient completion of process design and development, timely and efficient
implementation of manufacturing processes, software development, and effective
sales, marketing and customer service. The failure to successfully select,
develop, manufacture and market new programs and products, or to enhance its
existing technologies, could materially adversely affect the Company's business,
financial condition and results of operations.
VOLATILITY OF SHARE PRICE. The trading prices of the Company's Common
Stock may be subject to wide fluctuations in response to quarterly variations in
operating results, announcements of technological innovations or new programs
and products by the Company or its competitors, price movements in other
semiconductor or high technology stocks, indicators affecting the market for
semiconductors or other factors. Those factors, as well as general economic,
political and market conditions, may adversely affect the market price of the
Common Stock.
ECONOMIC DOWNTURN IN MARKETS; OVERCAPACITY. The Company markets its
products to industries including the telecommunications, consumer, aerospace and
military, computers and peripherals and other industries. A downturn in any of
the Company's markets, especially the consumer computer industry, could
materially adversely affect the Company's busi ness, financial condition and
results of operations. In addition, current efforts being undertaken by
companies in the semiconductor manufacturing industry to increase worldwide
semiconductor manufacturing capacity could lead to general manufacturing
overcapacity and to underutilization of the Company's manufacturing capacity.
The Company's ability to achieve future revenue growth depends in significant
part upon its ability to increase market and account penetration and to maintain
current utilization levels of its manufacturing capacity. There can be no
assurance that the Company will be able to maintain or expand its market share.
CUSTOMER CONCENTRATION. Historically, the Company has had significant
customers, which individually accounted for more than 10% of consolidated
revenues in certain quarters. The composition of the Company's largest
customers has varied from year to year. In fiscal year 1998, the top five
customers of the Company accounted for 28% of the Company's revenues during that
period. The Company primarily conducts its sales on a purchase order basis,
rather than pursuant to long-term supply contracts. The loss of any significant
customer, any reduction in orders by any of the Company's significant customers,
or the cancellation of a significant customer order, including reductions or
cancellations due to customer departures from recent buying patterns, financial
difficulties or acquisition by a third party of one or more significant
customers, or market, economic or competitive conditions in the semiconductor
industry or in industries that use the Company's customers' products, could
materially adversely affect the Company's business, financial condition and
results of operations.
INTERNATIONAL SALES AND TRADE. Sales to foreign customers accounted for
approximately 45% of net revenues in the fiscal year ended February 1, 1998.
International sales may increase in future years. International sales are
subject to certain risks, including unexpected changes in regulatory
requirements, fluctuations in exchange rates, tariffs and other barriers,
political and economic instability, difficulties in accounts receivable
collection, difficulties in managing distributors and rep resentatives,
difficulties in staffing and managing foreign subsidiary operations and
potentially adverse tax consequences. There can be no assurance that any of
these factors will not have a material adverse effect on the Company's business,
financial conditions and results of operations. In addition, even though the
majority of the Company's foreign sales are denominated in U.S. dollars,
currency exchange fluctuations in countries where the Company does business
could materially adversely affect the Company by resulting in pricing that is
not competitive with prices denominated in local currencies.
ENVIRONMENTAL REGULATIONS. The Company is subject to a variety of United
States federal, state and local governmental laws, rules and regulations related
to the use, storage, handling, discharge or disposal of certain toxic, volatile
or otherwise hazardous chemicals used in its manufacturing process. Any of
those regulations could require the Company to acquire equipment or to incur
substantial other expenses to comply with environmental regulations. If
substantial additional expenses were incurred by the Company, product costs
could significantly increase, thus materially adversely affecting the Company's
business, financial condition and results of operations. The Company believes
its use, storage, handling, discharge or disposal of such materials complies in
all material respects with applicable governmental regulations and that it has
obtained all material permits necessary to conduct its business. Any failure by
the Company to comply with present or future environmental laws, rules and
regulations could result in fines being imposed on the Company, suspension of
production or cessation of operations, any of which could have a material
adverse effect on the Company's business, financial condition and results of
operations.
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<PAGE>
DEPENDENCE ON KEY EMPLOYEES. The Company's future success depends in
significant part upon the continued service of its technical, marketing and
managerial personnel. The loss of the services of any of the Company's
technical, marketing and managerial personnel could adversely affect the
Company's business, financial condition and results of operations. The
Company's future success also heavily depends on its continuing ability to
attract and retain highly qualified technical, marketing and managerial
personnel. Competition for qualified personnel is intense, particularly for
personnel with expertise in the Company's areas of business. There can be no
assurance that the Company will be able to retain its key managerial, marketing
and technical employees or that it will be successful in attracting,
assimilating or retaining other highly qualified technical, marketing and
managerial personnel in the future.
PRODUCT LIABILITY. Product liability claims may be asserted with respect
to the Company's technology or products. Although the Company currently has
product liability insurance, there can be no assurance that the Company has
obtained sufficient insurance coverage, or that the Company will have sufficient
resources, to satisfy any product liability claims.
IMPACT OF RECENTLY COMPLETED ACQUISITION OF ACAPELLA LIMITED. The
Company acquired Acapella on April 27, 1998 in exchange for the Shares. The
acquisition was treated as a pooling-of-interests under generally accepted
accounting principles. While the Company did an extensive due diligence
investigation, the full impact of the acquisition on the Company, including the
customers of Acapella and Semtech and their respective businesses, cannot be
forecasted at this time. There can be no assurance that the acquisition will
not cause changes in Acapella's relationship with certain of its customers. The
loss or changes in buying patterns of any of Acapella's significant customers,
primarily their five largest customers, could have an adverse effect on the
Company's business, financial condition and results of operation. In addition,
there can be no assurance that Semtech can successfully manage, motivate and
retain Acapella's employees, who collectively constitute an important part of
the value of Acapella.
YEAR 2000 COMPLIANCE. Due to the known risk of computational errors with
respect to computer systems utilizing dates after December 31, 1999, the Company
is currently in the process of assessing its information technology
infrastructure to prepare for any potential Year 2000 impact with its clients
and suppliers. Although the Company has not yet estimated the total costs
needed for Year 2000 compliance, the Company does not expect that these costs
will have a material impact on its results of operations or its financial
position. Although the Company is committed to making its information
technology infrastructure year 2000 compliant as soon as practical, it is
uncertain as to the extent its clients and suppliers may be affected by year
2000 issues that may cause disruptions in their businesses. In the event that
any significant clients or suppliers do not successfully and timely achieve Year
2000 compliance, the Company's business or operations could be adversely
affected.
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<PAGE>
SELLING SECURITYHOLDERS
The Shares being offered hereby were issued to the Selling
Securityholders in connection with the acquisition of Acapella by the Company on
April 27, 1998, which acquisition was accounted for as a pooling-of-interests
under generally accepted accounting principles.
The following table sets forth as of June 11, 1998, and upon completion
of the offering described in this Prospectus, information with regard to the
beneficial ownership of the Company's Common Stock by Selling Securityholders.
Such Selling Securityholders may not have a present intention of selling the
Shares and may offer less than the amount of shares indicated.
<TABLE>
<CAPTION>
Shares Beneficially Owned
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Shares Beneficially Shares to Shares Beneficially
Owned Before Offering/1/ be Offered/1/ Owned After Offering/1/
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Name Number Percentage Number Number Percentage
- ---- ------ ---------- ------ ------ ----------
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Andrew Fuller/4/ 50,974 * 50,974 0 0%
Andrew McKnight/4/ 50,974 * 50,974 0 0%
Bryan O'Connell/5/ 50,974 * 50,974 0 0%
Jonathan Lamb 7,031 * 7,031 0 0%
Philip Tolcher 7,031 * 7,031 0 0%
Wolfgang Bruchner 3,516 * 3,516 0 0%
Steven Dobbs 3,516 * 3,516 0 0%
Helen Grover 1,758 * 1,758 0 0%
</TABLE>
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* Amount represents less than 1% of the Common Stock.
/1/ The persons named in the above table have sole voting and investment power
with respect to all shares beneficially owned by them, subject to community
property laws where applicable. Information with respect to beneficial
ownership is based upon the Company's stock records and data supplied to the
Company by the Selling Securityholders.
/2/ The Selling Securityholders may offer less than the amount of Shares
indicated. No representation is made that any Shares will or will not be
offered for sale.
/3/ This assumes that all Shares owned by the Selling Securityholders which
are offered hereby are sold. The Selling Securityholders reserve the right to
accept or reject, in whole or in part, any proposed purchase of Shares.
/4/ This person was a director of Acapella prior to its acquisition by Semtech.
/5/ This person was a director of Acapella before, and remains a director after,
its acquisition by Semtech.
-8-
<PAGE>
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time by the Selling
Securityholders. Such sales may be made on one or more exchanges or in the
over-the-counter market (including NASDAQ National Market System) or otherwise,
at prices and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. The Shares may be sold by each of
the Selling Securityholders acting as principal for its own account or in
ordinary brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, broker-dealers engaged by the Selling
Securityholders may arrange for other broker-dealers to participate in the
resales.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Securityholders in amounts to
be negotiated in connection with the sale. Such broker-dealers and any other
participating broker-dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales, and any such
commission, discount or concession may be deemed to be underwriting discounts or
commissions under the Securities Act. In addition, any securities covered by
this Prospectus which qualify for sale pursuant to Rule 144 may be sold under
Rule 144 rather than pursuant to this Prospectus.
It is not possible at the present time to determine the price to the public
in any sale of the Common Stock by the Selling Securityholders. Accordingly,
the public offering price and the amount of any applicable underwriting
discounts and commissions will be determined at the time of such sale by the
Selling Securityholders. The aggregate proceeds to the Selling Securityholders
from the sale of the Common Stock will be the purchase price of the Common Stock
sold less all applicable commissions and underwriters' discounts, if any. The
Company will pay substantially all the expenses incident to the registration,
offering and sale of the Common Stock to the public by Selling Securityholders
(currently estimated to be $11,516.00), other than fees, discounts and
commissions of underwriters, dealers or agents, if any, and transfer taxes.
Seventeen Thousand Five Hundred Seventy-Four (17,574) of the Shares,
pursuant to the agreement under which Semtech acquired Acapella, are being held
in escrow to provide Semtech a remedy for certain damages it may incur under the
agreement. The Shares offered hereby include the Shares currently held in
escrow.
USE OF PROCEEDS
The Company will not receive any proceeds of the sale of the Shares by the
Selling Securityholders.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been passed
upon by Paul, Hastings, Janofsky & Walker LLP, Los Angeles, California.
EXPERTS
The consolidated financial statements of Semtech Corporation appearing in
Semtech's Annual Report (Form 10-K filed with the SEC on May 1, 1998 as of
February 1, 1998 and January 26, 1997, and for each of the years in the three
year period ended February 1, 1998), incorporated by reference in this
Prospectus and elsewhere in this Registration Statement, have been audited by
Arthur Andersen LLP, independent public accountants, as set forth in their
reports with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
-9-
<PAGE>
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The fees and expenses payable by the Company in connection with the sale of
the shares of Common Stock being registered are estimated as follows:
<TABLE>
<CAPTION>
Amount
------
<S> <C>
SEC Filing Fee................................... $ 1,016.00
Legal Fees and Expenses*......................... $ 5,000.00
---------
Accounting Fees*................................. $ 5,000.00
Printing Expenses*............................... $ 500.00
---------
Total*................................. $11,516.00
=========
</TABLE>
___________________
*Indicates estimate
Item 15. Indemnification of Directors and Officers.
Section 17, Article III, of the Bylaws of the Company, as amended,
provides for indemnification of officers, directors, agents and employees of the
Company generally consistent with the provisions of Section 145 of the Delaware
General Corporation Law. Pursuant to Section 145 of the Delaware General
Corporation Law, a corporation generally has the power to indemnify its present
and former directors, officers, employees and agents against expenses incurred
by them in connection with any suit to which they are, or are threatened to be
made, a party by reason of their serving in such positions so long as they acted
in good faith and in a manner they reasonably believed to be in, or not opposed
to, the best interests of the corporation, and with respect to any criminal
action, they had no reasonable cause to believe their conduct was unlawful. With
respect to suits by or in the right of a corporation, however, indemnification
is not available if such person is adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless the court
determines that indemnification is appropriate. In addition, a corporation has
the power to purchase and maintain insurance for such persons. The statute also
expressly provides that the power to indemnify authorized thereby is not
exclusive of any rights granted under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise.
As permitted by Section 102 of the Delaware General Corporation Law, the
Company's stockholders have approved and incorporated provisions into the
Company's Certificate of Incorporation, as amended, which among other things,
eliminates a director's personal liability for monetary damages to the Company
and its stockholders arising from a breach of a director's fiduciary duty, to
the fullest extent permitted by the Delaware General Corporation Law as it
presently exists or may hereafter be amended.
In addition, the directors and officers of the Company generally have
entered into indemnification agreements with the Company.
The above discussion of the Company's Bylaws, Certificate of
Incorporation and of Section 145 of the Delaware General Corporation Law is not
intended to be exhaustive and is qualified in its entirety by such Bylaws,
Certificate of Incorporation, and statute.
II-1
<PAGE>
Item 16. Exhibits.
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 Power of Attorney (included herein on the signature page).
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 this 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
this registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this registration
statement;
Provided, however, that paragraphs (l)(i) and (l)(ii) do not apply if the
- -------- -------
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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; and
(3) To remove from registration by means of post-effective amendment
any of the securities which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
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.
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 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 of whether such
II-2
<PAGE>
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
II-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-3 and had 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 June 12, 1998
SEMTECH CORPORATION
By: /s/ John D. Poe
-----------------------------------
John D. Poe
President & Chief Executive Officer
II-4
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints John D. Poe and David G. Franz, Jr., and
each of them, 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 this Registration Statement and any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same with all exhibits thereto, and all 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 and about the
premises, 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
thereof.
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 June 11, 1998
- -------------------------- Officer, Director and Chairman
John D. Poe of the Board
(Principal Executive Officer)
/s/ David G. Franz, Jr. Vice President-Finance, Chief June 11, 1998
- -------------------------- Financial Officer and
David G. Franz, Jr. Secretary
(Principal Financial and
Accounting Officer)
/s/ James P. Burra Director June 11, 1998
- --------------------------
James P. Burra
/s/ Rock N. Hankin Director and Vice Chairman June 11, 1998
- -------------------------- of the Board
Rock N. Hankin
/s/ Allen H. Orbuch Director June 11, 1998
- ----------------------
Allen H. Orbuch
/s/ James T. Schraith Director June 11, 1998
- ------------------------
James T. Schraith
/s/ Jack O. Vance Director June 11, 1998
- --------------------
Jack O. Vance
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Sequential Page No.
- ----------- ----------- -------------------
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 Power of Attorney (included herein on
the signature page).
<PAGE>
EXHIBIT 5
---------
Paul, Hastings, Janofsky & Walker LLP
555 South Flower Street
Twenty-Third Floor
Los Angeles, California 90071
(213) 683-6000
(213) 627-0705 FACSIMILE
June 12, 1998
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-3 (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 resale of up to 175,774 shares (the
"Shares") of its Common Stock, $.01 par value.
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 deem relevant under the
circumstances, we are of the opinion that the Shares, when purchased as
described in the Registration Statement, will be validly issued, fully paid and
nonassessable.
<PAGE>
Semtech Corporation
June 12, 1998
Page 2
We express no opinion with respect to the applicability or effect of
the laws of any jurisdiction other than the Delaware General Corporation Law.
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 LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of our report dated April
27, 1998 included in the Semtech Corporation's report on Form 10-K for the year
ended February 1, 1998 and to all references to our firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Los Angeles, California
June 10, 1998
