SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
STANDARD MICROSYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 11-2234952
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
80 Arkay Drive
Hauppauge, New York 11788
(Address of Principal Executive Offices) (Zip Code)
1994 DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
Harold I. Kahen, Esq.
Loeb and Loeb
345 Park Avenue
New York, New York 10154
(Name and address of agent for service)
Telephone number, including area code,
of agent for service: (212) 407-4880
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price offering registration
Registered registered per share price fee
Common Stock, 16,750(1) $15.25 $ 255,438 $ 88.08
par value 22,250(1) 15.63 347,768 119.92
$.10 131,165(1) 16.13 $2,115,692 729.55
per share 829,835(2) $10.625 $8,816,997 $3,040.34
---------
Total: $3,977.89
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(1) Represents shares issuable upon exercise of options
previously granted.
(2) Represents shares issuable upon exercise of options
available for grant under the 1994 Director Stock Option
Plan. Registration fee with respect to such shares has
been computed based upon the average of the high and low
prices of the Common Stock on July 26, 1996, as reported
in the consolidated reporting system.
<PAGE>
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
There is incorporated herein by this reference
thereto and made a part hereof the documents listed in
clauses (a), (b) and (c) below and all documents subse-
quently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, 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, which shall be deemed to
be incorporated by this reference in this registration
statement and to be a part hereof from the date of filing of
such documents.
(a) The registrant's annual report on Form 10-K
for the year ended February 29, 1996.
(b) The registrant's quarterly report on Form
10-Q for the quarter ended May 31, 1996.
(c) The description of the class of securities
offered contained in the registrant's Registration Statement
on Form 8-A, filed September 21, 1973, and Registration
Statement on Form 8-A, filed January 12, 1989, File No.
0-7422.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation
Law provides generally that a corporation shall have the
power to indemnify any person sued as a director, officer,
employee or agent of the corporation, or of another corpora-
tion if serving as such at the request of the indemnifying
corporation, in non-derivative suits for expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement if such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the
best interests of the indemnifying corporation. In the case
of criminal actions and proceedings, such person must also
have had no reasonable cause to believe his conduct was
unlawful. Indemnification of expenses is authorized in
stockholder derivative suits where such person acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the indemnifying corpora-
tion and so long as he had not been found liable to the
indemnifying corporation. Even in this latter instance, the
court may determine that in view of all the circumstances
such person is entitled to indemnification for such expenses
as the court deems proper. A person sued as a director,
officer, employee or agent of a corporation who has been
successful in defense of the action must be indemnified by
the corporation against expenses.
<PAGE>
The registrant's By-laws include the indemnifi-
cation provisions excerpted below:
4. (a) The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation)
by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct
was unlawful....
(b) The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its
favor by reason of the fact he is or was a director,
officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partner-
ship, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement
of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to,
the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged
to be liable for negligence or misconduct in the performance
of his duty to the Corporation unless and only to the extent
that the Court of Chancery or the court in which such action
or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reason-
ably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.
The registrant maintains directors' and officers' liability
insurance for all its directors and officers.
<PAGE>
Item 8. EXHIBITS
There are filed as a part of this registration
statement, the exhibits listed in the Exhibit Index.
Item 9. UNDERTAKINGS
(a) 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 to include any material
information with respect to the plan of distribution not
previously disclosed in the registration statement or any
material change to such information in the 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.
(3) To remove from registration by means of
a post-effective amendment any of the securities being
offered which remain unsold at the termination of the
offering.
(b) 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 (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the 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) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 (the "Act") 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
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the
registrant in 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 whether such indemnification by it is against
public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. 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 Hauppauge, New York
on this 22nd day of July 1996.
STANDARD MICROSYSTEMS CORPORATION
(Registrant)
By: ANTHONY M. D'AGOSTINO
ANTHONY M. D'AGOSTINO
Senior Vice President--Finance
and Treasurer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities indicated.
Signature and Title Date
PAUL RICHMAN July 22, 1996
Paul Richman
Chairman, Chief Executive
Officer and Director
(Principal Executive
Officer)
ERIC NOWLING July 22, 1996
Eric Nowling
Vice President and
Controller (Principal
Accounting Officer)
<PAGE>
EVELYN BEREZIN July 22, 1996
Evelyn Berezin
Director
JAMES R. BERRETT July 22, 1996
James R. Berrett
Director
ROBERT M. BRILL July 22, 1996
Robert M. Brill
Director
PETER F. DICKS July 22, 1996
Peter F. Dicks
Director
KATHLEEN B. EARLEY July 22, 1996
Kathleen B. Earley
Director
HERMAN FIALKOV July 22, 1996
Herman Fialkov
Director
IVAN T. FRISCH July 22, 1996
Ivan T. Frisch
Director
<PAGE>
EXHIBIT INDEX
Location/
Incorporated by Exhibit
Reference to: No. Exhibit
(1) 5 Opinion of
Loeb and Loeb
as to legality
of securities
being
registered
(1) 23.1 Consent of
Arthur
Andersen & Co.
(2) 23.2 Consent of
Loeb & Loeb LLP
Incorporated by 99.1 1996 Stock
reference to Exhibit Option Plan
A to registrant's
proxy statement
dated June 21, 1996
(File No. 0-7422)
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(1) Filed herewith
(2) Included in Exhibit 5
EXHIBIT 5
LOEB & LOEB LLP
345 Park Avenue
New York NY 10154-0037
July 30, 1996
Standard Microsystems Corporation
80 Arkay Drive
Hauppauge, New York 11788
Dear Sirs:
We refer to the registration statement on Form S-8 under
the Securities Act of 1933, being filed by Standard Microsystems
Corporation, a Delaware corporation (the "Company"), with the
Securities and Exchange Commission, relating to 1,000,000 shares of
the Company's Common Stock issuable upon the exercise of options
granted or available for grant pursuant to the Company's 1996
Stock Option Plan (the "Plan").
We have examined the Plan, originals or photocopies or
certified copies of such records of the Company, certificates of
officers of the Company and of public officials and such other
documents as we have deemed relevant and necessary as a basis for
the opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to originals
of all documents submitted to us as certified copies or photocopies
and the authenticity of the originals of such latter documents.
Based on our examination mentioned above, and relying
upon statements of fact contained in the documents which we have
examined, we are of the opinion that the issuance of the Common
Stock has been validly authorized, and the Common Stock when issued
and paid for in the manner contemplated in the Plan, will be
legally issued, fully paid and nonassessable provided, however,
that the payment therefor is in any event not less than the par
value of the shares of Common Stock so issued.
We hereby consent to the filing of this opinion as
Exhibit 5 to the Registration Statement.
Very truly yours,
LOEB AND LOEB
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to
the incorporation by reference in this registration statement of
our reports dated April 8, 1996 included in Standard Microsystems
Corporation's Form 10-K for the year ended February 29, 1996 and to all
references to our Firm included in this registration statement.
Arthur Andersen LLP
Washington, D.C.
July 30, 1996
