<PAGE>
PROSPECTUS SUPPLEMENT NO. 2 Filed Pursuant to Rule 424(b)(3)
(To Prospectus dated June 12, 2000) Registration Statement No. 333-36632
[SEMTECH LOGO]
$400,000,000 4 1/2% Convertible Subordinated Notes Due 2007
and
4,735,970 Shares of Common Stock Issuable Upon Conversion of the Notes
---------------------------
The following information supplements information contained in our
prospectus dated June 12, 2000, relating to the potential offer and sale from
time to time by holders of the notes and the underlying shares of our common
stock. See "Plan of Distribution" in our prospectus.
This prospectus supplement may only be delivered or used in connection with
our prospectus. This prospectus supplement is incorporated by reference into our
prospectus. Our common stock is listed on The Nasdaq National Market under the
symbol "SMTC."
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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Prospectus Supplement dated June 26, 2000.
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We originally issued and sold the notes to Morgan Stanley & Co.
Incorporated and Banc of America Securities LLC, as initial purchasers, in a
transaction exempt from the registration requirements of the Securities Act.
The initial purchasers sold the convertible notes to persons reasonably believed
by the initial purchasers to be qualified institutional buyers or other
institutional accredited investors. Selling holders, including their
transferees, pledgees or donees or their successors, may from time to time offer
and sell any or all the notes and common stock into which the notes are
convertible.
_______________________________
The following table supplements the information in our prospectus with
respect to the selling holders and the principal amounts of notes and common
stock they beneficially own that may be offered under our prospectus. The
information is based on information provided by or on behalf of the selling
holders. All information provided in this prospectus supplement is as of June
23, 2000.
The selling holders may offer all, some or none of the notes or common
stock into which the notes are convertible. Thus, we cannot estimate the amount
of the notes or the common stock that will be held by the selling holders upon
termination of any sales. The column showing ownership after completion of the
offering assumes that the selling holders will sell all of the securities
offered by this prospectus. In addition, the selling holders identified below
may have sold, transferred or otherwise disposed of all or a portion of their
notes since the date on which they provided the information about their notes in
transactions exempt from the registration requirements of the Securities Act.
None of the selling holders has had any material relationship with us or our
affiliates within the past three years. This table assumes that other holders of
notes or any future transferee from any such holder do not beneficially own any
common stock other than common stock into which the notes are convertible.
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned
Principal Amount of Common Stock Common After Offering (2)
Notes Beneficially Beneficially Owned Stock ------------------
Name and Address Owned and Offered Before Offering Offered(1) Amount %
---------------- ----------------- --------------- ---------- ------ -
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
AIG SoundShore Opportunity Holding Fund $ 500,000 5,500 5,920 5,500 *
Ltd.(3).....................................
c/o AIG International Management Company,
Inc.
1281 East Main Street
Stamford, CT 06902
AIG SoundShore Strategic Holding Fund Ltd.(4) $ 500,000 3,000 5,920 3,000 *
c/o AIG International Management Company,
Inc.
1281 East Main Street
Stamford, CT 06902
Capital Markets Transactions................. $ 2,000,000 0 23,680 0 *
270 Park Avenue
New York, NY 10017
Deutsche Bank Securities..................... $88,377,000 0 1,046,376 0 3.0%
12510 Avenue of the Americas
New York, NY 10020
Fidelity Financial Trust..................... $ 8,500,000 0 100,639 0 *
Fidelity Convertible Securities Fund
82 Devonshire Street, E20E
Boston, MA 02109
Granville Capital Corporation................ $ 4,500,000 0 53,280 0 *
Curacao Corporation Company N.V.
Kaya Flamboyan 9
Willemstad, Curacao
Netherlands Antilles
</TABLE>
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<TABLE>
<CAPTION>
Common Stock
Beneficially
Owned
Principal Amount of Common Stock Common After Offering (2)
Notes Beneficially Beneficially Owned Stock --------------
Name and Address Owned and Offered Before Offering Offered(1) Amount %
---------------- ----------------- --------------- ---------- ------ -
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<S> <C> <C> <C> <C> <C>
Robertson Stephens........................... $ 3,000,000 0 35,520 0 *
555 California Street, 24th Floor
San Francisco, CA 94104
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TOTAL........................................ $107,377,000.00 8,500 1,271,335 8,500 3.6%
=============================================================================================================================
</TABLE>
* Less than 1%.
(1) Assumes conversion of all the holder's notes at a conversion price of
$84.46 per share of common stock and resale of all shares of common stock
offered hereby.
(2) Calculated based on Rule 13d-3(d)(1) promulgated under the Securities
Exchange Act of 1934, as amended.
(3) This amount is in addition to the $3,250,000 recorded in the Prospectus
dated June 12, 2000 bringing the total amount to $3,750,000.
(4) This amount is in addition to the $2,750,000 recorded in the Prospectus
dated June 12, 2000 bringing the total amount to $3,250,000.
The amount of notes held by the above-referenced securities holders and the
amount held by the securities holders referenced in the Prospectus dated June
12, 200 and in all previously published Prospectus Supplements is $291,643,000.
Information concerning the selling holders may change from time to time and
any changed information will be set forth in supplements or amendments to this
prospectus, if necessary. In addition, the per share conversion price, and
therefore the number of shares of common stock issuable upon conversion of the
notes, is subject to adjustment. As a result, the aggregate principal amount of
notes and the number of shares of common stock into which the notes are
convertible may increase or decrease.
Our prospectus dated June 12, 2000, contained a misspelling of Zazove Hedge
Fund Convertible Fund, L.P. (BS) and Zazove Income Fund, L.P. (BS) due to a
typographical error. We hereby amend "Zagrove Hedge Convertible Fund, L.P.
(BS)" and "Zagrove Income Fund, L.P. (BS)" to read "Zazove Hedge Fund
Convertible Fund, L.P. (BS)" and "Zazove Income Fund, L.P. (BS)" respectively.
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