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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SEMTECH CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 95-2119684
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
652 MITCHELL ROAD
NEWBURY PARK, CALIFORNIA 91320
(Address of Principal Executive Offices) (Zip Code)
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
RIGHTS TO PURCHASE SERIES X JUNIOR PARTICIPATING PREFERRED STOCK
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On June 11, 1998, the Board of Directors of Semtech Corporation, a
Delaware corporation (the "Company" or the "Registrant") declared a dividend
distribution of one right (a "Right") to purchase a certain number of units
(determined by a formula described herein) for each outstanding share of common
stock, $.01 par value per share (the "Common Stock"), of the Company at a
purchase price of $100.00, subject to adjustment (the "Exercise Price"). Each
unit is equal to one one-hundredth of a share of a newly designated Series X
Junior Participating Preferred Stock (the "Series X Preferred Stock") of the
Company.
The distribution will be payable to stockholders of record as of the
close of business on July 31, 1998 (the "Record Date"). The Board of Directors
of the Company further declared that one Right be distributed with each share of
Common Stock the Company issued after the Record Date but prior to the
Separation Time (as defined below) or the earlier expiration, exchange,
redemption or termination of the Rights. The description and terms of the
Rights are set forth in a Stockholder Protection Agreement, dated as of June 25,
1998 (the "Rights Agreement"), between the Company and ChaseMellon Shareholder
Services, as Rights Agent (the "Rights Agent"). The description of the Rights
and of the Rights Agreement contained herein is only a summary, and is qualified
in its entirety by reference to the Rights Agreement, a copy of which has been
filed as an exhibit to the Registrant's Current Report on Form 8-K dated July
16, 1998, and is hereby incorporated herein by reference.
Initially, the Rights will be attached to the Common Stock then
outstanding, and no separate certificates evidencing the rights ("Rights
Certificates") will be issued. The Rights will separate from the Common Stock,
Rights Certificates will be issued and the Rights will become exercisable upon
the earlier to occur of 10 business days (or such later date as may be
determined by action of the Board of Directors prior to the Separation Time)
following the earlier to occur of (i) a public announcement or resolution of the
Board of Directors recognizing that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 25% or more of the outstanding shares of
Common Stock, or (ii) the commencement or announcement of an intention to make a
tender or exchange offer for Common Stock of the Company the consummation of
which would result in the beneficial ownership by a person or group of
affiliated or associated persons of 25% or more of such outstanding Common Stock
(the earlier of such dates being referred to as the "Separation Time").
However, a person or group of affiliated or associated persons who acquires the
beneficial ownership of 25% or more of the Common Stock then outstanding either
(i) by reason of share purchases by the Company reducing the number of Common
Stock outstanding, or (ii) inadvertently, if such person or group notifies the
Board of Directors of such inadvertent purchase within five business days and
within two business days after such notice divests itself of enough Common Stock
so as to no longer have beneficial ownership of 25% or more of the outstanding
Common Stock, will not be an Acquiring Person.
The Rights Agreement provides that, until the Separation Time, the
Rights will be evidenced only by the certificates evidencing, and will be
transferred only with, the Common Stock. Until the Separation Time, new Common
Stock certificates issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference. Until the Separation Time, the
surrender for transfer, conversion or exchange of any certificates for Common
Stock outstanding on or after the Record Date, even without such notation, will
also constitute the transfer of the Rights associated with the Common Stock
represented by such certificates. As soon as practicable following the
Separation Time, separate Rights Certificates will be mailed to holders of
record of the Common Stock as of the close of business on the Separation Time,
and such separate Rights Certificates alone will evidence the Rights.
The Rights are not exercisable until the Separation Time. The Rights
will expire at the close of business on July 30, 2008, unless earlier redeemed,
exchanged or terminated as provided below.
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Following the Separation Time, holders of the Rights (the "Rights
Holders") (other than Rights beneficially owned by the Acquiring Person or its
affiliates or associates, which will thereafter be void) will be entitled to
receive upon exercise and payment of the Exercise Price that number of units of
the Series X Preferred Stock which equals the result obtained by dividing the
Exercise Price by 50% of the Market Price (as defined in the Rights Agreement)
per share of Common Stock. The rights, preferences and restrictions with
respect to the Series X Preferred Stock are set forth in a Certificate of
Designation filed with the office of the Delaware Secretary of State. The
Exercise Price payable, and the number of shares of Series X Preferred Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution.
In the event that, after the Separation Time, the Company consolidates
or merges with another entity or the Company sells or otherwise transfers 50% or
more of its consolidated assets or earning power, proper provision will be made
so that each Rights Holder (other than Rights beneficially owned by an Acquiring
Person or affiliates or associates thereof) will thereafter have the right to
receive, upon exercise, either that number of shares of Common Stock of the
Company, if the Company is the surviving corporation of the merger or
consolidation, or of common stock in the surviving acquiring company (or, in the
event there is more than one acquiring company, the acquiring company receiving
the greatest portion of the assets or earning power transferred), which at the
time of such transaction would have a market value of two times the Exercise
Price of the Right.
The Company may elect not to issue fractional shares of Series X
Preferred Stock upon exercise of a Right and in lieu thereof may evidence such
fractional shares by depositary receipts or may make an adjustment in cash which
will be made based on the market price of the Series X Preferred Stock on the
last trading date prior to the date of exercise of the Right.
At any time prior to the earlier to occur of: (i) the Separation Time
or (ii) the Expiration Date, the Company may redeem the Rights in whole, but not
in part, at a price of $.001 per Right (the "Redemption Price"). Immediately
upon the action of the Board of Directors of the Company ordering redemption of
the Rights, the right to exercise the Rights will terminate and the only right
of Rights Holders will be to receive the Redemption Price.
Subject to applicable law, the Board of Directors, at its option, may,
at any time after a person or group becomes an Acquiring Person, exchange all or
part of the then outstanding Rights (other than Rights beneficially owned by an
Acquiring Person or affiliates or associates thereof) for Common Stock at an
exchange ratio equal to the Exercise Price divided by the Market Price of one
share of Common Stock per Right, subject to adjustment.
The Series X Preferred Stock purchasable upon exercise of the Rights
will not be redeemable and will be, in ranking as to dividend and liquidation
preferences, senior to the Common Stock but junior to any other series of
preferred stock the Company may issue or has issued (unless otherwise provided
in the terms of such preferred stock). Each Series X Preferred Stock will have
a preferential quarterly dividend in an amount equal to 100 times the dividend
declared on each share of Common Stock. In the event of liquidation, the
holders of Series X Preferred Stock will be entitled to a preferred liquidation
payment equal to the greater of $100.00 or 100 times the payment made per each
share of Common Stock. Each share of Series X Preferred Stock will have 100
votes, voting together with the Common Stock. In the event of any merger,
consolidation or other transaction in which shares of Common Stock are
exchanged, each share of Series X Preferred Stock will be entitled to receive
100 times the amount and type of consideration received per share of Common
Stock. The rights of the Series X Preferred Stock as to dividends, liquidation
and voting are protected by customary antidilution provisions.
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Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The terms of the Rights may be amended at any time by the Board of
Directors of the Company without the consent of Rights Holders in order to cure
any ambiguity or to correct or supplement any defective or inconsistent
provision and may, prior to the Separation Time, be amended to change or
supplement any other provision in any manner that the Board may deem necessary
or desirable. After the Separation Time, the terms of the Rights may be amended
(other than to cure ambiguities or to correct or supplement defective or
inconsistent provisions) only so long as the amendment does not adversely affect
the interests of Rights Holders (other than the Acquiring Person).
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on a substantial number of Rights being acquired.
The Rights should not interfere with any merger or other business combination
approved by the Board of Directors of the Company because the Board of Directors
may, at its option, at any time prior to the Separation Time, redeem all but not
less than all the then outstanding Rights at the Redemption Price.
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ITEM 2. EXHIBITS.
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1.1 Stockholder Protection Agreement, dated as of June 25, 1998, between
Semtech Corporation and ChaseMellon Shareholder Services, as Rights
Agent, which includes the form of Certificate of Designation,
Preferences and Rights of Series X Junior Participating Preferred
Stock, par value $.01 per share, as Exhibit A, the Summary of
Stockholder Protection Agreement as Exhibit B and the form of Rights
Certificate as Exhibit C./*/
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/*/ This item is hereby incorporated by reference from the exhibits included in
the Registrant's Current Report on Form 8-K dated July 16, 1998, and is
made a part of this Registration Statement on Form 8-A.
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SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
SEMTECH CORPORATION
By: /s/ JOHN D. POE
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John D. Poe
Date: July 16, 1998 Chief Executive Officer
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SEMTECH CORPORATION
INDEX TO EXHIBITS FILED WITH
FORM 8-A REGISTRATION STATEMENT
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Exhibit No. Description
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1.1 Stockholder Protection Agreement, dated as of June 25, 1998,
between Semtech Corporation and ChaseMellon Shareholder Services,
as Rights Agent, which includes the form of Certificate of
Designation, Preferences and Rights of Series X Junior
Participating Preferred Stock, par value $.01 per share, as
Exhibit A, the Summary of Stockholder Protection Agreement as
Exhibit B and the form of Rights Certificate as Exhibit C./**/
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/**/ This item is hereby incorporated by reference from the exhibits included
in the Registrant's Current Report on Form 8-K dated July 16, 1998, and is
made a part of this Registration Statement on Form 8-A.
