<PAGE>
As filed with the Securities and Exchange Commission on June 9, 1999
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)
_________
LONG-TERM STOCK INCENTIVE 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
_________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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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 2,150,868(2) $42.00 $90,336,456 $25,113.53
- -----------------------------------------------------------------------------------------------------------------
<S> <C>
(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 based on the last sale price as quoted on NASDAQ June 8, 1999 of $42.00 per share.
(2) Pursuant to Rule 416 promulgated under the Securities Act, there are also registered hereunder such indeterminate number of
additional shares as may be issued under the terms of the Long-Term Stock Incentive Plan to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
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</TABLE>
<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 31, 1999 (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 description of the Company's Common Stock contained in the
Company's Registration Statement under the Exchange Act on Form 8-A
filed with the Commission on May 28, 1986; and
All Documents filed by Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this 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.
Item 4. Description of Securities
Common Stock. Not applicable; the class of the Company's common stock
to be offerred is registered under Section 12 of the Exchange Act.
Item 5. Interests of Experts and Named Counsel
Not applicable
- ------------------------
/1/ Information required by Part I of Form S-8 is contained in a Section 10(a)
prospectus to be distributed to each Plan participant and is omitted from this
Registration Statement in accordance with Rule 428 promulgated under the
Securities Act and the Note to Part I of Form S-8.
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<PAGE>
Item 6. Indemnification of Officers and Directors
Section 145 of the Delaware General Corporation Law, a copy of which is attached
as an exhibit to this Registration Statement, permits a corporation to provide
for the indemnification of directors and officers under certain circumstances.
Reference is also made to Article 11 of the Company's Certificate of
Incorporation and Section 17 of the Company's Bylaws.
Article Eleven of the Company's Certificate of Incorporation provides
as follows:
1. To the fullest extent permitted by the Delaware General
Corporation Law as it presently exists or may hereafter be amended, no director
of the corporation shall be liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. Neither the
amendment nor repeal of this Section 1, nor the adoption of any provision of the
Certificate of Incorporation of the corporation inconsistent with this Section
1, shall eliminate or reduce the effect of this Section 1 in respect of any act
or omission of any director of the corporation or any matter occurring, or any
cause of action, suit or claim that, but for this Section 1, would accrue or
arise prior to such amendment, repeal or adoption of an inconsistent provision.
2(a). Each person who was or is made a party or is threatened to be
made a party to or is involved in any claim, action, suit or proceeding, whether
civil, criminal, administrative, investigative, or other (hereinafter a
"proceeding"), by reason of the fact that such person, or a person of whom such
person is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving in the course of such employment,
or at the request of the corporation, as a director, officer, employee or agent
of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action or inaction in an official
capacity as a director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, shall be indemnified
and held harmless by the corporation to the fullest extent authorized by the
Delaware General Corporation Law, as it presently exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the corporation to provide broader indemnification rights than
said Law permitted the corporation to provide prior to such amendment), against
all expense, liability and loss (including attorneys' fees, judgements, fines,
excise taxes pursuant to the Employee Retirement Income Security Act of 1974, as
amended, or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith. The right to
indemnification conferred by this Section 2 shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of such person's heirs, executors, administrators and other legal
representatives; provided, however, that, except as provided in paragraph (b) of
this Section 2, the corporation shall indemnify any such person seeking
indemnification in connection with such a proceeding (or part thereof) initiated
by such person only if such proceeding (or part thereof), or the initiation
thereof, was authorized or approved by the corporation. The right to
indemnification conferred by this Section 2 shall be a contract right and shall
include the right to be paid by the corporation the expenses incurred in
defending any such proceeding in advance of its final disposition in accordance
with and to the fullest extent permitted by the Delaware General
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<PAGE>
Corporation Law, as it presently exists or may hereafter be amended, provided,
however, that, if the Delaware General Corporation Law requires the payment of
such expenses incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, payment shall be made only upon delivery to the
corporation of an undertaking by or on behalf of such director or officer to
repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Section or
otherwise.
2(b). If a claim under paragraph (a) of this Section 2 is not paid in
full by the corporation within thirty (30) days after a written claim has been
received by the corporation, the claimant may at any time thereafter bring suit
against the corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense to any such action
(other that an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the
requirements of the Delaware General Corporation Law have been complied with by
the claimant) that the claimant has not met the standards of conduct which make
it permissible under the Delaware General Corporation Law for the corporation to
indemnify the claimant for the amount claimed, but the burden of providing such
defense shall be on the corporation. Neither the failure of the corporation
(including its Board of Directors, independent legal counsel or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because the claimant has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
2(c). The rights conferred by this Section 2 shall not be exclusive
of any other right which any person may have or hereafter acquire under any
stature, provision of the Certificate of Incorporation of the corporation, By-
law agreement, vote of stockholders or disinterested directors or otherwise.
2(d). The corporation may maintain insurance, at its expense, to
protect itself, its subsidiary and affiliated corporations, and any such
director, officer, employee, representative, or agent of the corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.
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<PAGE>
ITEM 7. Exemption from Registration Claimed
Not applicable
ITEM 8. Exhibits
Exhibit
Number
- -------
4.1 Long-Term Stock Incentive Plan.
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).
ITEM 9. Undertakings
(1) The company hereby undertakes:
(a) 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;
(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 the undertakings set forth in
-----------------
paragraphs (a)(i) and (a)(ii) above 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 Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
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<PAGE>
(b) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment to 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.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain
unsold at the termination of the offering.
(2) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in 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.
(3) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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<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 June 9, 1999.
SEMTECH CORPORATION
June 9, 1999 By: /s/ John D. Poe
_______________________________
John D. Poe, President &
Chief Executive Officer
-7-
<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 attorneys-in-fact and agents, 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 attorneys-in-fact and
agents, and each of them, 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 attorneys-in-fact and agents, or any of
them, or their 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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John D. Poe President & Chief Executive June 9, 1999
- ----------------------- Officer
(John D. Poe)
/s/ David G. Franz, Jr. Vice President, Chief Financial June 9, 1999
- ----------------------- Officer & Principal Accounting
(David G. Franz Jr.) Officer
/s/ James P. Burra Director June 9, 1999
- -----------------------
(James P. Burra)
/s/ Rock N. Hankin Director June 9, 1999
- -----------------------
(Rock N. Hankin)
/s/ Allen H. Orbuch Director June 9, 1999
- -----------------------
(Allen H. Orbuch)
/s/ James T. Schraith Director June 9, 1999
- -----------------------
(James T. Schraith)
/s/ Jack O. Vance Director June 9, 1999
- ----------------------
(Jack O. Vance)
</TABLE>
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<PAGE>
EXHIBIT INDEX
Sequentially
Exhibits Numbered Page
- --------- -------------
4.1 Long-Term Stock Incentive Plan.
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).
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<PAGE>
EXHIBIT 4.1
SEMTECH CORPORATION
LONG-TERM STOCK INCENTIVE PLAN
1. THE PLAN
(a) Purpose. The purpose of this Long-Term Stock Incentive Plan (the "Plan")
is to promote the longer-term financial success of Semtech Corporation (the
"Company") by providing a means to attract, retain and award individuals who can
and do contribute to such success. By using stock-based compensation, the
recipients of awards under the Plan will further identify their interests with
those of the Company's stockholders.
(b) Effective Date. To serve this purpose, the Plan will become effective
upon its approval by the affirmative vote of a majority of the shares present or
represented by proxy at the Company's 1998 Annual Meeting of Stockholders.
2. ADMINISTRATION
(a) Committee. The Plan shall be administered by a Committee, appointed by
the Board of Directors of the Company. So long as the Company's common stock,
par value $.01 per share ("Common Stock") remain registered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and Section 16
Participants may receive awards, any committee authorized by the Board to
administer the Plan shall be comprised solely of two or more directors of the
Company who are Non-Employee Directors within the meaning of Rule 16b-3(b)(3)(i)
promulgated under the Exchange Act. Notwithstanding the foregoing, the Board of
Directors of the Company (the "Board") may assume, at its sole discretion,
administration of the Plan. The administrator of the Plan, whether a committee
of the Board or the full Board, is referred to herein as the "Plan
Administrator."
(b) Powers and Authority. The Plan Administrator's powers and authority
include, but are not limited to, selecting individuals who are (1) employees of
the Company or any subsidiary of the Company or other entity in which the
Company has a significant equity or other interest as determined by the Plan
Administrator, or (2) members of the Board; determining the types and terms and
conditions of all awards granted, including performance and other earnout and/or
vesting contingencies; permitting transferability of awards to third parties;
interpreting the Plan's provisions; and administering the Plan in a manner that
is consistent with its purpose.
(c) Award Prices. For Plan purposes, all stock options and stock appreciation
rights shall have an exercise price which shall reflect the average traded price
of a share of Common Stock, on the date as determined by the Plan Administrator,
or if the Common Stock is not traded on such date, the average price on the next
preceding day on which such Common Stock is traded. The applicable date shall be
the date on which the award is granted.
<PAGE>
3. SHARES SUBJECT TO THE PLAN
(a) Maximum Shares Available for Delivery. Subject to Section 3(c), the
maximum number of shares of Common Stock that may be delivered to participants
and their beneficiaries under the Plan shall be equal to the sum of (i)
2,000,000 shares of Common Stock; (ii) any shares of Common Stock available for
future awards under the Company's 1994 Long-Term Stock Incentive Plan as of the
effective date of this Plan; (iii) any shares of Common Stock available for
future awards under the Company's 1994 Non-Employee Directors Stock Option Plan
as of the effective date of this Plan; (iv) any shares of Common Stock that are
represented by awards granted under any prior plan of the Company, which are
forfeited, expire or are canceled without the delivery of shares of Common Stock
or which result in the forfeiture of shares of Common Stock back to the Company;
and (v) up to 2,000,000 additional shares of Common Stock, if authorized by the
Board, which are reacquired in the open market or in a private transaction after
the effective date of this Plan. Collectively the shares of Common Stock subject
to this Plan are referred to herein as "Shares." In addition, any Shares granted
under the Plan which are forfeited back to the Company because of the failure to
meet an award contingency or condition shall again be available for delivery
pursuant to new awards granted under the Plan. Any Shares covered by an award
(or portion of an award) granted under the Plan, which is forfeited or canceled,
expires or is settled in cash, shall be deemed not to have been delivered for
purposes of determining the maximum number of Shares available for delivery
under the Plan. Likewise, if any stock option is exercised by tendering Shares,
either actually or by attestation, to the Company as full or partial payment in
connection with the exercise of a stock option under this Plan or any prior plan
of the Company, only the number of Shares issued net of the Shares tendered
shall be deemed delivered for purposes of determining the maximum number of
Shares available for delivery under the Plan. Further, Shares issued under the
Plan through the settlement, assumption or substitution of outstanding awards or
obligations to grant future awards as a condition of the Company acquiring
another entity shall not reduce the maximum number of Shares available for
delivery under the Plan.
(b) Other Plan Limits. Subject to Section 3(c), the following additional
maximums are imposed under the Plan. The maximum number of Shares that may be
covered by stock options intended to comply with Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), ("Incentive Stock Options") shall
be 2,000,000. The maximum number of Shares that may be issued in conjunction
with awards granted pursuant to Section 4(d) shall be 600,000 plus up to an
additional 600,000 to the extent that such Shares are reacquired by the Company
pursuant to Section 3(a). The maximum number of Shares that may be covered by
awards granted to any one individual pursuant to Sections 4(b) and 4(c) shall be
500,000 during any consecutive three calendar years. The maximum payment that
can be made for awards granted to any one individual pursuant to Sections 4(d)
and 4(e) shall be $2,500,000 for any single or combined performance goals
established for a specified performance period. If a payment under Sections 4(d)
or 4(e) is made in Shares, the value of such Shares for determining this maximum
individual payment amount will be the closing price of a Share on the first day
of the applicable performance period. A specified performance period for
purposes of this performance goal payment limit shall not exceed a sixty (60)
consecutive month period.
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<PAGE>
(c) Payment Shares. Subject to the overall limitation on the number of Shares
that may be delivered under the Plan, the Plan Administrator may use available
Shares as the form of payment for compensation, grants or rights earned or due
under any other compensation plans or arrangements of the Company, including the
plan of any entity acquired by the Company.
(d) Adjustments for Corporate Transactions. The Plan Administrator may
determine that:
(i) In the event that the outstanding shares of Common Stock of the Company
are changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of any recapitalization, reclassification,
stock split, stock dividend, combination or subdivision, appropriate adjustment
shall be made in the number of shares available under the Plan and under any
stock awards granted under the Plan. Such adjustment to outstanding stock
awards shall be made without change in the total price applicable to the
unexercised portion of such awards, and a corresponding adjustment in the
applicable option price per share shall be made. No such adjustment shall be
made which would, within the meaning of any applicable provisions of the Code,
constitute a modification, extension or renewal of any award or a grant of
additional benefits to the holder of an award.
(ii) In case (A) the Company is merged or consolidated with another
corporation or other entity and the Company is not the surviving corporation,
(B) all or substantially all of the assets or more than 50% of the outstanding
voting stock of the Company is acquired by any other corporation or other entity
or (C) of a reorganization or liquidation of the Company, the Plan Administrator
or the governing body of any entity assuming the obligations of the Company,
shall, as to outstanding awards, either (x) make appropriate provision for the
protection of any such outstanding awards by the substitution on an equitable
basis of appropriate stock of the Company, or of the merged, consolidated or
otherwise reorganized corporation which will be issuable in respect of the
shares of Common Stock of the Company, provided that no additional benefits
shall be conferred upon participants as a result of such substitution, and the
excess of the aggregate fair market value of the shares subject to the awards
immediately after such substitution over the purchase price thereof is not more
than the excess of the aggregate fair market value of the shares subject to the
award immediately before such substitution over the purchase price thereof, or
(y) upon written notice to the participants, provide that all unexercised awards
must be exercised within a specified number of days of the date of such notice
or they will be terminated. In any such case, the Plan Administrator may, in its
discretion, accelerate the exercise dates of outstanding awards; provided,
however, that subsection (iii) of this paragraph (d) shall govern acceleration
of awards with respect to the events described in clauses (A), (B) and (C) of
such paragraph.
(iii) In case of (A) any consolidation or merger involving the Company if the
shareholders of the Company immediately before such merger or consolidation do
not own, directly or indirectly, immediately following such merger or
consolidation, more than fifty percent (50%) of the combined voting power of the
outstanding voting securities or interests of the corporation (or its parent
corporation) or other entity resulting from such merger or consolidation in
substantially the same proportion as their ownership of the shares of Common
Stock immediately before such merger or consolidation; (B) any sale, lease,
license, exchange or other transfer (in one transaction
-3-
<PAGE>
or a series of related transactions) of all, or substantially all, of the
business and/or assets of the Company or assets representing over 50% of the
operating revenue of the Company; or (C) any person (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act who is not, on April 16, 1998, a
"controlling person" (as defined in Rule 405 promulgated under the Securities
Act of 1933, as amended) (a "Controlling Person") of the Company shall become
(x) the beneficial owner (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of over 50% of the Company's outstanding Common Stock or the
combined voting power of the Company's then outstanding voting securities
entitled to vote generally or (y) a Controlling Person of the Company, all
outstanding awards, regardless of the date of grant of such awards, shall
immediately become exercisable with respect to 100% of the Shares subject to
such awards.
4. TYPES OF AWARDS
(a) General. An award may be granted singularly, in combination with another
award(s) or in tandem whereby exercise or vesting of one award held by a
participant cancels another award held by the participant. Any award granted
under the Plan shall be evidenced by a written agreement in form and substance
satisfactory to the Plan Administrator. These agreements must conform to the
Plan. The Plan Administrator may include such terms, consistent with the Plan,
as it determines in its discretion. Subject to Section 2(c), an award may be
granted as an alternative to or replacement of an existing award under the Plan
or under any other compensation plans or arrangements of the Company, including
the plan of any entity acquired by the Company. The types of awards that may be
granted under the Plan include:
(b) Stock Option. A stock option represents a right to purchase a specified
number of Shares during a specified period at a price per Share which is no less
than that required by Section 2(c). A stock option may be in the form of an
incentive stock option or in a form which does not qualify for favorable federal
tax treatment. The Shares covered by a stock option may be purchased by means of
a cash payment or such other means as the Plan Administrator may from time to
time permit, including without limitation (i) tendering (either actually or by
attestation) Shares valued using the market price at the time of exercise, (ii)
authorizing a third party to sell Shares (or a sufficient portion thereof)
acquired upon exercise of a stock option and to remit to the Company a
sufficient portion of the sale proceeds to pay for all the Shares acquired
through such exercise and any tax withholding obligations resulting from such
exercise; (iii) crediting toward the purchase price amounts from individuals'
deferred compensation account balances, including accrued dividend equivalent
balances; or (iv) any combination of the above. (c) Stock Appreciation Right.
A stock appreciation right is a right to receive a payment in cash, Shares or a
combination, equal to the excess of the aggregate market price at time of
exercise of a specified number of Shares over the aggregate exercise price of
the stock appreciation rights being exercised.
(d) Stock Award. A stock award is a grant of Shares or of a right to receive
Shares (or their cash equivalent or a combination of both) in the future. Each
stock award shall be subject to such conditions, restrictions and contingencies
as the Plan Administrator shall determine. These may include continuous service
and/or the achievement of performance goals. The performance goals that may be
used by the Plan Administrator for such awards shall consist of cash generation
targets, profit, revenue and market share targets, profitability targets as
measured by return ratios,
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<PAGE>
and shareholder returns. The Plan Administrator may designate a single goal
criterion or multiple goal criteria for performance measurement purposes with
the measurement based on absolute Company or business unit performances and/or
on performance as compared with that of other publicly-traded companies.
(e) Cash Award. A cash award is a right denominated in cash or cash units to
receive a payment, which may be in the form of cash, Shares or a combination,
based on the attainment of pre-established performance goals and such other
conditions, restrictions and contingencies as the Plan Administrator shall
determine. The performance goals that may be used by the Plan Administrator for
such awards shall consist of cash generation targets, profits, revenue and
market share targets, profitability targets as measured by return ratios and
shareholder returns. The Plan Administrator may designate a single goal
criterion or multiple goal criteria for performance measurement purposes with
the measurement based on absolute Company or business unit performance and/or on
performance as compared with that of other publicly-traded companies.
(f) Special Provisions for Incentive Stock Options. Stock Options granted
under the Plan which are intended to be Incentive Stock Options shall be
specifically designated as Incentive Stock Options and shall be subject to the
following additional terms and conditions:
(i) Dollar Limitation. The aggregate fair market value (determined as of the
respective date or dates of the grant) of the Shares with respect to which
Incentive Stock Options granted to any employee under the Plan (and under any
other incentive stock option plans of the Company and any parent corporation and
subsidiary) are exercisable for the first time shall not exceed $100,000 in any
one calendar year. In the event that Section 422 of the Code is amended to alter
the limitation set forth therein so that following such amendment such
limitation shall differ from the limitation set forth in this paragraph (i), the
limitation of this paragraph (i) shall be automatically adjusted accordingly.
(ii) 10% Stockholder. If any employee to whom an Incentive Stock Option is to
be granted under the Plan is at the time of the grant of such option the owner
of stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or of any parent corporation or any subsidiary,
then the following special provisions shall be applicable to the Incentive Stock
Option granted to such individual:
(A) The purchase price per Share subject to such Incentive Stock Options
shall not be less than 110% of the fair market value of one share of Common
Stock at the time of grant; and
(B) The option exercise period shall not exceed five years from the date of
grant.
(iii) Section 422. All Incentive Stock Options shall otherwise comply with the
provisions of Section 422 of the Code, as the same shall be amended from time to
time.
5. AWARD SETTLEMENT AND PAYMENTS
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(a) Dividends and Dividend Equivalents. An award may contain the right to
receive dividends or dividend equivalent payments which may be paid currently
credited to a participant's account. Any such crediting of dividends or dividend
equivalents or reinvestment in Shares may be subject to such conditions,
restrictions and contingencies as the Plan Administrator shall establish,
including the reinvestment of such credited amounts in Share equivalents.
(b) Payments. Awards may be settled through cash payments, the delivery of
Shares, the granting of awards or combination thereof as the Plan Administrator
shall determine. Any award settlement, including payment deferrals, may be
subject to such conditions, restrictions and contingencies as the Plan
Administrator shall determine. The Plan Administrator may permit or require the
deferral of any award payment, subject to such rules and procedures as it may
establish, which may include provisions for the payment or crediting of
interest, or dividend equivalents, including converting such credits into
deferred Share equivalents.
6. PLAN AMENDMENT AND TERMINATION
(a) Amendments. The Company's Board of Directors may amend this Plan as it
deems necessary and appropriate to better achieve the Plan's purpose; provided
however, that any amendment to the Plan which would require approval of the
Company's stockholders under applicable law, or under the rules or guidelines of
any exchange or automatic quotation system on which the Shares are traded or
included, then, in any of such events, such stockholder approval of any such
amendment shall also be obtained.
(b) Plan Suspensions and Termination. The Board of Directors of the Company
may suspend or terminate this Plan at any time. Any such suspension or
termination shall not of itself impair any outstanding award granted under the
Plan or the applicable participant's rights regarding such award. If not earlier
terminated, this Plan shall terminate upon the tenth anniversary of the
effective date of the Plan. Unless an earlier termination is specified, awards
granted under the Plan shall terminate upon the tenth anniversary of their date
of grant.
7. MISCELLANEOUS
(a) No Individual Rights. No person shall have any claim or right to be
granted an award under the Plan. Neither the Plan nor any action taken hereunder
shall be construed as giving any employee or other person any right to continue
to be employed by or to perform services for the Company, any subsidiary or
related entity. The right to terminate the employment of or performance of
services by any Plan participant at any time and for any reason is specifically
reserved to the employing entity.
(b) Binding Arbitration. Any dispute or disagreement regarding participation
and/or an award recipient's rights under the Plan shall be settled solely by
binding arbitration in accordance with the applicable rules of the American
Arbitration Association.
(c) Unfunded Plan. The Plan shall be unfunded and shall not create (or be
construed to create) a trust or a separate fund or funds. The Plan shall not
establish any fiduciary relationship between
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the Company and any participant or beneficiary of a participant. To the extent
any person holds any obligation of the Company by virtue of an award granted
under the Plan, such obligation shall merely constitute a general unsecured
liability of the Company and accordingly shall not confer upon such person any
right, title or interest in any assets of the Company.
(d) Other Benefit and Compensation Programs. Unless otherwise specifically
determined by the Plan Administrator, settlements of awards received by
participants under the Plan shall not be deemed a part of a participant's
regular, recurring compensation for purposes of calculating payments or benefits
from any Company benefit plan or severance program. Further, the Company may
adopt other compensation programs, plans or arrangements as it deems
appropriate.
(e) No Fractional Shares. No fractional Shares shall be issued or delivered
pursuant to the Plan or any award, and the Plan Administrator shall determine
whether cash shall be paid or transferred in lieu of any fractional Shares, or
whether such fractional Shares or any rights thereto shall be canceled.
(f) Special Provision Regarding Termination of Directorship. If a participant
that is a member of the Board terminates his or her services as a member of the
Board by reason of death, disability or retirement (as defined by the Plan
Administrator in the written agreement evidencing the award to such Board
member), an award granted hereunder held by such person shall be automatically
accelerated with respect to its exercisability and shall become immediately
exercisable in full for the remaining number of Shares subject to such award for
three years after the date of such termination or until the expiration of the
stated term of such award, whichever period is shorter, and thereafter such
award shall terminate; provided, however, that if such person dies or suffers a
disability during said three-year period after retirement such award 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 award,
whichever period is shorter, and thereafter such award shall terminate. If a
participant that is a member of the Board terminates his or her services as a
member of the Board for any other reason, any portion of an award granted
hereunder held by such person which is not then exercisable shall terminate and
any portion of such award 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 award, whichever period is shorter, and thereafter such award shall
terminate; provided, however, that if such person dies or suffers a disability
during such three month period, such award may be exercised for a period of one
year after the date of such person's death or disability or until the expiration
of the stated term of such award, whichever period is shorter, in accordance
with its terms, but only to the extent exercisable on the date of such person's
death or disability.
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EXHIBIT 5
Paul, Hastings, Janofsky & Walker LLP
555 S. Flower Street
Twenty-Third Floor
Los Angeles, California 90071
Telephone (213) 683-6000
Facsimile (213) 627-0705
June 8, 1999
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
4,150,868 shares of its Common Stock (the "Shares") pursuant to the Company's
Long-Term Stock Incentive Plan (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 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.
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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 LLP
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EXHIBIT 23.1
[LETTERHEAD OF ARTHUR ANDERSEN]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporating by
reference in this Registration Statement on Form S-8 of our report dated April
2, 1999 included in Semtech Corporation's Form 10-K for the year ended January
31, 1999 and to all references to our firm included in this Registration
Statement.
/s/ ARTHUR ANDERSEN LLP
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ARTHUR ANDERSEN LLP
Los Angeles, California
June 9, 1999
