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As filed with the Securities and Exchange Commission on January 21, 2000
Registration No. [33-......]
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SEMTECH CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 95-2119684
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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:
Chairman of the Board and 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, CA 90071
(805) 498-2111 (213) 683-6000
(Name, address, including zip code, and telephone (Name, address, including zip code, and telephone
number, including area code, of agent for service) number, including area code, of agent for service)
</TABLE>
Approximate date of commencement of proposed sale to the 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 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.......................................... [_]
________________
CALCULATION OF REGISTRATION FEE
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Title of each class of Securities Amount to be Proposed maximum offering Proposed maximum aggregate Amount of registration
to be registered registered price per share/(1)/ offering price/(1)/ fee
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<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value 495,403/(2)/ $64.813 $32,108,554.64 $8,476.66
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</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee. Such estimate has been calculated in accordance with Rule
457(c) under the Securities Act of 1933, as amended (the "Securities Act") and
is based upon the last sale price per share of the Registrant's common stock as
reported by the National Association of Securities Dealers Automated Quotation
National Market System on January 18, 2000.
(2) Pursuant to Rule 416 under the Securities Act, there are also being
registered such indeterminate number of additional shares of common stock as may
be issuable to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
________________
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 the registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act or until the registration statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission becomes effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JANUARY 21, 2000
PROSPECTUS
SEMTECH CORPORATION
495,403 Shares of Common Stock
The selling stockholders of Semtech Corporation listed on page 7 under the
caption "Selling Stockholders" may offer and resell for each of their own
accounts up to an aggregate of 495,403 shares of our common stock under this
prospectus.
The shares may be offered for sale from time to time by the selling
stockholders in brokerage transactions at prevailing market prices, in
transactions at negotiated prices or otherwise. No representation is made that
any shares will or will not be offered for sale. We will not receive any
proceeds from the sale of the shares. All costs, expenses and fees incurred in
connection with the registration of these shares, estimated to be approximately
$20,000, are being borne by us, but all selling and other expenses incurred by
the selling stockholders will be borne by such selling stockholders.
The selling stockholders, and the brokers who sell our shares, may 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 stockholders
or such brokers on the sale of any shares may constitute underwriting
commissions.
Our common stock is traded in the Nasdaq National Market System under the
symbol "SMTC." On January 18, 2000, the last reported sale price per share of
our common stock as reported by NASDAQ was $64.813.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. PLEASE SEE
"RISK FACTORS" BEGINNING ON PAGE 2.
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.
Prospectus dated January __, 2000.
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TABLE OF CONTENTS
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Page
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ABOUT SEMTECH....................................................... 2
RISK FACTORS........................................................ 2
WHERE YOU CAN FIND MORE INFORMATION................................. 6
FORWARD LOOKING STATEMENTS.......................................... 7
USE OF PROCEEDS..................................................... 7
SELLING STOCKHOLDERS................................................ 8
PLAN OF DISTRIBUTION................................................ 8
EXPERTS............................................................. 9
LEGAL MATTERS....................................................... 9
</TABLE>
ABOUT SEMTECH
-------------
We manufacture and market a wide range of semiconductor products designed
for use in commercial and military applications. We incorporated in the state of
Delaware in 1960. We have manufactured high quality semiconductors consisting of
silicon rectifiers, rectifier assemblies, high-voltage monolithic capacitors,
transient voltage suppressors and related devices that 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, we have
introduced several new product lines designed for use in commercial
(nonmilitary) applications such as personal computers, telecommunications and
data communications. These commercial products include transient voltage
suppressors which provide protection from damaging electrical transients to
sensitive components, linear and switching voltage regulators that alter
voltage, DC/DC modules and customized power supplies.
We maintain a domestic sales and marketing organization consisting of our
sales personnel located in California, Texas and Connecticut who manage the
sales activities of independent sales representative firms and independent
industrial distributors within the United States and Canada. We also maintain
sales offices in France, Germany, Scotland and Taiwan to serve the European and
Far East markets. These sales activities are supplemented by independent sales
representative firms and authorized distributors. We are represented outside the
United States and Europe by other independent sales organizations.
On December 6, 1999, we acquired USAR Systems Incorporated, a New York
corporation. USAR is a supplier of input devices and power management products.
USAR's advanced programmed micro-controller products, interface-firmware,
standard-firmware and embedded-firmware expertise combine with our analog and
mixed-signal IC and design strengths to enable us to create and improve
integrated customer solutions. The selling stockholders are the former security
holders of USAR.
Our principal executive offices are located at 652 Mitchell Road, Newbury
Park, California 91320, and our telephone number at that location is (805) 498-
2111. We have manufacturing facilities in California, Texas, Mexico and
Scotland.
RISK FACTORS
------------
An investment in our common stock offered involves a high degree of risk
and should not be made if you cannot afford the loss of your entire investment.
In evaluating us and our business, you should carefully consider the following
risk factors in addition to the other information we have included.
WE OBTAIN CERTAIN COMPONENTS AND MATERIALS NECESSARY FOR OUR MANUFACTURING
OPERATIONS FROM A LIMITED NUMBER OF SUPPLIERS.
Our reliance on a limited number of outside subcontractors for packaging
and certain other tasks involves several risks, including potential inability to
obtain an adequate supply of required components and reduced control over the
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<PAGE>
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 our supply sources or
subcontractors could delay our shipments and could have a material adverse
effect on our 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 us to seek alternative sources of supply or to manufacture or
package certain components internally would have a material adverse effect on
our business, financial condition and results of operations.
PATENTS PROTECT FEW OF THE COMPANY'S PRODUCTS; WE OPERATE IN A HIGHLY LITIGIOUS
INDUSTRY.
We have devoted significant resources to develop our current level of
expertise, and we believe that our integrated circuit design know-how and
processes are valuable assets that have been and will continue to be important
to our business. Few of our products are protected by patents and we rely
primarily on a combination of nondisclosure agreements and other contractual
provisions, as well as the commitment to confidentiality and loyalty of our
employees, to protect our know-how and processes. Our failure to adequately
protect our material know-how and processes could have a material adverse effect
on our business, financial condition and results of operations. There can be no
assurance that the steps taken by us will be adequate to protect our proprietary
rights or that a competitor will not independently develop similar or superior
know-how or processes.
The semiconductor industry is characterized by frequent litigation
regarding patent and intellectual property rights. Due to the number of
competitors, the potential for patent infringement exists and is an ongoing risk
as other companies in our industry could have patent rights which may not be
identifiable when we initiate development efforts. Litigation, which could
result in substantial cost to and diversion of resources, may be necessary to
enforce our intellectual property rights or to defend ourselves against
infringement claims.
WE COMPETE AGAINST LARGER, MORE ESTABLISHED ENTITIES.
The semiconductor industry is intensely competitive and is characterized by
price erosion, rapid technological change and design and other technological
obsolescence. We compete with domestic and international semiconductor
companies, many of which have substantially greater financial and other
resources with which to pursue engineering, manufacturing, marketing and
distribution of their products. We expect continued competition from existing
competitors as well as competition from new entrants in the semiconductor
market. Our ability 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 our processes and know-how;
. maintaining high product quality and reliability, competitive pricing,
efficient production, customer demand, success of competitors'
products and general economic conditions; and
. increased competition, which could result in price reductions, reduced
margins and loss of market share, any of which could materially
adversely affect our business, financial condition and results of
operations.
FLUCTUATING PRODUCTION YIELD MAY INCREASE PRODUCTION COSTS AND CAUSE INVENTORY
SHORTAGES.
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 we have not experienced material fluctuations in production yields in the
recent past, we cannot assure that we will not experience production yield
problems in the future, or that any problem of that type will not materially
adversely affect our business, financial
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condition and results of operations.
OUR INDUSTRY IS CHARACTERIZED BY RAPID TECHNOLOGICAL CHANGE.
Rapid technological change and new process technologies and enhancements
characterize the business in which we are engaged. Our competitiveness and
future success will depend in large part upon the technological quality of our
products and processes relative to those of our competitors and our ability both
to develop new and enhanced process technologies and to introduce them at
competitive prices and on a timely and cost-effective basis. Our success 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 our business, financial condition and results
of operations.
THE PRICE OF OUR COMMON STOCK IS HIGHLY VOLATILE.
The trading prices of our common stock, like the price of common stock and
other securities of companies in our industry generally, fluctuates over a wide
range and is expected to continue to be extremely volatile in the future.
Factors that may effect the market price of our common stock include:
. quarterly variations in operating results;
. announcements of technological innovations or new programs and
products by us or by our competitors;
. price movements in other semiconductor or high technology stocks;
. indicators affecting the market for semiconductors or other factors;
and
. general economic, political and market conditions, may adversely
affect the market price of our Common stock.
In addition, the future sale of a substantial number of shares of common
stock by existing stockholders or by us may have an adverse impact on the market
price of the shares of common stock offered hereby. There can be no assurance
that the trading price of our common stock will remain at or near its current
level. Because our stock price is so volatile, investing in our common stock is
highly risky and a potential investor must be able to withstand the loss of his
entire investment in our common stock.
ECONOMIC DOWNTURN IN THE MARKET MAY HAVE ADVERSE CONSEQUENCES FOR OUR BUSINESS.
We market our products to industries including the telecommunications,
consumer, aerospace and military, computers and peripherals and other
industries. A downturn in any of our markets, especially the consumer computer
industry, could materially adversely affect our business, 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 our manufacturing capacity. Our 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 our manufacturing capacity. There can be no assurance that we will be
able to maintain or expand our market share.
WE RECEIVE A SIGNIFICANT PORTION OF OUR REVENUES FROM A SMALL NUMBER OF
CUSTOMERS.
Historically, we have had significant customers, which individually
accounted for approximately 10% of consolidated revenues in certain quarters.
The composition of our largest customers has varied from year to year. In fiscal
year 1999, our top five customers accounted for approximately 25% of our
revenues during that period. We primarily conduct our 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 our significant
customers, or the cancellation of a significant customer order, including
reductions or cancellations due to customer departures from recent buying
patterns, financial
4
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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 our customers' products, could materially
adversely affect our business, financial condition and results of operations.
WE SELL AND TRADE WITH FOREIGN CUSTOMERS; SUCH SALES AND TRADE ARE SUBJECT TO
INCREASED RISKS APPLICABLE TO INTERNATIONAL SALES.
Sales to foreign customers accounted for approximately 53% of net revenues
in the fiscal year ended January 31, 1999. The percentage of 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 representatives, 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
our business, financial conditions and results of operations. In addition, even
though the majority of our foreign sales are denominated in U.S. dollars,
currency exchange fluctuations in countries where we do business could
materially adversely affect us by resulting in pricing that is not competitive
with prices denominated in local currencies.
WE ARE SUBJECT TO ENVIRONMENTAL REGULATIONS.
We are 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 our manufacturing process. Any of those regulations could
require us to acquire equipment or to incur substantial other expenses to comply
with environmental regulations. If we incurred substantial additional expenses,
product costs could significantly increase, thus materially adversely affecting
our business, financial condition and results of operations. We believe our use,
storage, handling, discharge or disposal of such materials complies in all
material respects with applicable governmental regulations and that we have
obtained all material permits necessary to conduct our business. Any failure by
us to comply with present or future environmental laws, rules and regulations
could result in fines being imposed on us, suspension of production or cessation
of operations, any of which could have a material adverse effect on our
business, financial condition and results of operations.
WE DEPEND ON KEY EMPLOYEES AND MUST RETAIN AND RECRUIT QUALIFIED INDIVIDUALS TO
REMAIN COMPETITIVE.
Our future success depends in significant part upon the continued service
of our technical, marketing and managerial personnel. The loss of the services
of any of our technical, marketing and managerial personnel could adversely
affect our business, financial condition and results of operations. Our future
success also heavily depends on our 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 our
areas of business. There can be no assurance that we will be able to retain key
managerial, marketing and technical employees or that we will be successful in
attracting, assimilating or retaining other highly qualified technical,
marketing and managerial personnel in the future.
PRODUCT LIABILITY CLAIMS MAY BE ASSERTED AGAINST US AND WE MAY NOT HAVE
SUFFICIENT LIABILITY INSURANCE.
Product liability claims may be asserted with respect to our technology or
products. Although we currently have product liability insurance, there can be
no assurance that we have obtained sufficient insurance coverage, or that we
will have sufficient resources, to satisfy any product liability claims.
WE FACE RISKS IN CONNECTION WITH OUR RECENTLY COMPLETED ACQUISITION OF USAR
SYSTEMS INCORPORATED.
We acquired USAR on December 6, 1999, pursuant to which we exchanged
495,403 shares of our common stock for all of USAR's outstanding stock, options
and certain indebtedness of USAR to its former shareholder. The acquisition was
treated as a pooling-of-interests under generally accepted accounting
principles. While we did an extensive due diligence investigation, the full
impact of the acquisition on us, including the customers of USAR and Semtech and
our respective businesses, cannot be forecasted at this time. There can be no
assurance that the acquisition will not cause changes in USAR's relationship
with certain of its customers. The loss or changes in buying patterns of
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any of USAR's significant customers could have an adverse effect on our
business, financial condition and results of operation. There can be no
assurance that we will successfully integrate the USAR business into our
business. In addition, there can be no assurance that we can successfully
manage, motivate and retain USAR's employees, who collectively constitute an
important part of the value of USAR.
INFORMATION TECHNOLOGY AND YEAR 2000 ISSUES.
A significant percentage of the software that runs most of the computers in
the United States relies on two-digit date codes to perform a number of
computation and decision making functions. Commencing on January 1, 2000 these
computer programs may fail from an inability to interpret date codes properly,
misreading "00" for the year 1900 instead of the year 2000.
We have completed a comprehensive program intended to identify, evaluate
and address issues associated with the ability of our information technology and
non-information technology systems to properly recognize the Year 2000 in order
to avoid interruption of the operation of these systems and have a material
adverse effect on our operations as a result of the century change. Each of the
information technology software programs that we currently use has either been
certified by our respective vendors as Year 2000 compliant or has been replaced
with software that is Year 2000 compliant.
Our computer system interfaces with the computers and technology of
different companies, including those of foreign companies. We consider the Year
2000 readiness of our foreign customers and vendors of particular importance
given the general concern that the computer systems abroad may not be as
prepared as those in domestic operations to handle the century change. As part
of our Year 2000 compliance program, we have contacted our significant vendors
and customers to ascertain whether the systems used by such third parties are
Year 2000 compliant. As of December 1999, we completed all Year 2000 compliance
testing and any necessary conversions.
We estimate the costs to reprogram, replace and test our information and
non-information technology systems for Year 2000 compliance have been between
$100,000 and $150,000 over the life of the project. However, such expenditures
could increase materially if any undetected problems or vendor issues arise.
Costs incurred in connection with Year 2000 compliance efforts are expensed as
incurred.
We anticipate that our information technology and non-information
technology systems are Year 2000 compliant. We have evaluated the Year 2000
compliance status of our top 25 third party suppliers. A system failure by any
of our significant customers or vendors could have a material adverse effect on
our operations.
We believe that the most likely worst case scenario resulting from the
century change could be the inability to produce and ship products at current
rates for an indeterminable period of time, which could have a material adverse
effect on the results of operations and liquidity.
We have developed contingency plans to handle a Year 2000 system failure of
our information and non-information technology systems and to handle necessary
interactions with the computers and technology of any integral non-complying
third party.
As of January 18, 2000, we have not experienced any significant disruptions
or computer processing errors or failures related to any Year 2000 issues.
WHERE YOU CAN FIND MORE INFORMATION
-----------------------------------
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Copies of such reports, proxy statements and other
information may be read and copied at the SEC's Public Reference Room at 450
Fifth Street, N.W., Washington, D.C. 20549. You may request copies of such
documents by writing to the SEC and paying a fee for the copying costs. You may
also call the SEC at 1-800-SEC-0330 for further information on the operation of
the Public Reference Room. Our SEC filings are also available to the public from
the SEC's web site at http://www.sec.gov. Our common stock is traded on the
Nasdaq National Market System. You may also read and copy documents we file with
the SEC at the offices of the National Association of Securities Dealers, Inc.,
located at 1735 K Street, N.W., Washington, D.C. 20006.
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The SEC allows us to "incorporate by reference" certain of our publicly
filed documents into this prospectus which means that we may disclose material
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus and any
later information that we file with the SEC will automatically update and
supercede this information. We incorporate by reference the documents listed
below and any additional documents we file with the SEC until the offering of
the common stock is terminated. This prospectus is part of a registration
statement on Form S-3 that we filed with the SEC and does not contain all of the
information set forth in the registration statement.
The following documents that we previously filed with the SEC are
incorporated by reference:
(a) Our Annual Report on Form 10-K for the fiscal year ended January 31,
1999, filed on May 1, 1999.
(b) Our Quarterly Reports on Form 10-Q for the fiscal quarters ended (i)
May 2, 1999, filed on June 16, 1999, (ii) August 1, 1999, filed on
September 14, 1999, and (iii) October 31, 1999, filed on December 15,
1999.
(c) Our Proxy Statement for our annual meeting of stockholders held on
June 10, 1999 (other than the portions thereof identified as not
deemed filed with the SEC);
(d) Our Proxy Statement for a special meeting of stockholders held on
October 12, 1999 (other than the portions thereof identified as not
deemed filed with the SEC); and
(e) The description of our common stock contained in our Registration
Statement under the Exchange Act on Form 8-A filed with the SEC on May
28, 1986.
We will provide any person to whom a copy of this prospectus is delivered,
on written or oral request, a copy of any or all of the documents incorporated
by reference, other than exhibits to such documents unless specifically
incorporated by reference. You should direct any requests for documents to the
following:
Semtech Corporation
652 Mitchell Road
Newbury Park, California 91320
Attention: David G. Franz, Jr., Chief Financial Officer.
(805) 498-2111
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 our actual results, performance or achievements, or those of our
industry, to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include 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. We disclaim any
obligation to update any such statements or to publicly announce any updates or
revisions to any of the forward-looking statements contained in this Prospectus
to reflect any change in our expectations with regard thereto or any change in
events, conditions, circumstances or assumptions underlying such statements.
USE OF PROCEEDS
---------------
We will not receive any proceeds from the sale of common stock by any of
the selling stockholders.
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SELLING STOCKHOLDERS
--------------------
The following table sets forth as of January 18, 2000, and upon
completion of the offering described in this Prospectus, information
regarding the beneficial ownership of our common stock by the selling
stockholders. The selling stockholders may not have a present intention of
selling their shares and may offer less than the number of shares
indicated.
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Shares Beneficially Owned
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Shares Shares
Beneficially Shares Beneficially
Owned Before to Owned After Offering/(1)/
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Name and Address Offering be Offered Number %
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<S> <C> <C> <C> <C>
Sivet Holding, Inc. 472,965 472,965 0 0%
Antonio D'Amato 22,438 22,438 0 0%
</TABLE>
/(1)/ Assumes resale of all shares of common stock offered hereby
PLAN OF DISTRIBUTION
--------------------
On December 6, 1999, we entered into a merger agreement with USAR
Systems Incorporated, a New York corporation, under which USAR was merged
into a newly formed subsidiary of ours and became wholly-owned by us. USAR
is a supplier of input devices and power management products. The
acquisition was treated as a pooling-of-interests under generally accepted
accounting principles. Pursuant to the merger, we issued 495,403 shares of
our common stock in exchange for all of USAR's outstanding common stock,
outstanding options and certain indebtedness of USAR to its former
shareholder. The selling stockholders are the former sole stockholder and
the sole option holder of USAR and the shares being offered under this
prospectus are the shares we issued to them pursuant to the merger.
The selling stockholders and any of their pledgees, assignees,
donees, other transferees and successors-in-interest may, from time to
time, sell any or all of their shares of the common stock on any stock
exchange market or trading facility on which our shares are traded or in
private transactions. These sales may be at fixed or negotiated prices.
The selling stockholders may use any one or more of the following methods
when selling shares:
. ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
. block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
. purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
. an exchange distribution in accordance with the rules of the
applicable exchange;
. privately negotiated transactions;
. short sales;
. broker-dealers may agree with the selling stockholders to sell a
specified number of such shares at a stipulated price per share;
. a combination of any such methods of sale; and
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. any other method permitted pursuant to applicable law.
The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.
The selling stockholders may also engage in short sales against the box,
puts and calls and other transactions in our securities or derivatives of our
securities and may sell or deliver shares in connection with these trades. The
selling stockholders may pledge their shares to their brokers under the margin
provisions of customer agreements. If a selling stockholder defaults on a margin
loan, the broker may, from time to time, offer and sell the pledged shares.
Broker-dealers engaged by the selling stockholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated.
The selling stockholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
We are required to pay all fees and expenses incident to the registration
of the shares, including fees and disbursements of counsel to the selling
stockholders; provided however, that the selling stockholders shall bear their
own legal fees above $5,000, if any, and any underwriting discounts or
commissions.
Forty-nine Thousand Five Hundred Thirty-Nine (49,539) of the shares,
pursuant to the agreement under which Semtech acquired USAR, 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.
The transfer agent and registrar for our common stock is Chase Mellon
Shareholder Services, 400 South Hope Street, Fourth Floor, Los Angeles,
California 90071.
EXPERTS
-------
The consolidated financial statements of Semtech Corporation appearing in
Semtech's Annual Report (Form 10-K filed with the SEC on May 1, 1999 for the
year ended January 31, 1999), incorporated by reference in this Prospectus and
elsewhere in this Registration Statement, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated 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.
LEGAL MATTERS
-------------
Certain legal matters relating to our common stock, including the validity
thereof, has been passed upon for us by our counsel, Paul, Hastings, Janofsky &
Walker LLP, Los Angeles, California.
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:
Amount
------
SEC Filing Fee................................. $ 8,476.66
----------
Legal Fees and Expenses*....................... $ 5,000.00
----------
Accounting Fees*............................... $ 5,000.00
----------
Printing and Miscellaneous Expenses*........... $ 1,523.34
----------
Total*............................... $20,000.00
==========
___________________
*Indicates estimate
Item 15. Indemnification of Directors and Officers.
Section 17, Article III, of our Bylaws, 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, our
stockholders have approved and incorporated provisions into our Restated
Certificate of Incorporation eliminating a director's personal liability for
monetary damages to us and our stockholders arising from a breach of a
director's fiduciary duty, except for liability under Section 174 of the
Delaware General Corporation Law or liability for any breach of the director's
duty of loyalty to us or our stockholders, for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of law or
for any transaction in which the director derived an improper personal benefit.
We have entered into indemnification agreements with our directors and
officers. These agreements provide broader indemnity rights than those provided
under the Delaware General Corporation Law and our Bylaws. The indemnification
agreements are not intended to deny or otherwise limit third party or derivative
suits against us or our directors or officers, but to the extent a director or
office were entitled to indemnity or contribution under the indemnification
agreement, the financial burden of a third party suit would be borne by us, and
we would not benefit from derivative recoveries against the director or officer.
Such recoveries would accrue to our benefit but would be offset by our
obligations to the director or officer under the indemnification agreement.
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
II-1
<PAGE>
Incorporation, and statute.
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 has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newbury Park, State of California, on January 20,
2000.
SEMTECH CORPORATION
By: /s/ John D. Poe
------------------------------------------
John D. Poe
Chairman of the Board & 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 Chief Executive Officer, January 20, 2000
- ---------------
John D. Poe Director and Chairman of the Board
(Principal Executive Officer)
/s/ David G. Franz, Jr. Vice President-Finance, January 20, 2000
- -----------------------
David G. Franz, Jr. Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
/s/ James P. Burra Director January 20, 2000
- ---------------------
James P. Burra
/s/ Rock N. Hankin Director January 20, 2000
- ---------------------
Rock N. Hankin
/s/ Allen H. Orbuch Director January 20, 2000
- ---------------------
Allen H. Orbuch
___________________ Director January __, 2000
James T. Schraith
/s/ Jack O. Vance Director January 20, 2000
- -----------------
Jack O. Vance
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
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
January 20, 2000
11328.00002
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 495,403 shares (the
"Shares") of its Common Stock, $.01 par value per share.
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
January 20, 2000
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
Arthur Andersen LLP
CONSENT OF INDEPENDENT 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 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
ARTHUR ANDERSEN LLP
Los Angeles, California
January 20, 2000
