Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S-3
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 (I.R.S. Employer
incorporation or organization) Identification No.)
80 Arkay Drive
Hauppauge, New York 11788
(516) 435-6000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
David C. Fischer, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
(212) 407-4000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Approximate date of commencement of proposed sale to 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 effective 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
Titles of Shares Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Registration
Per Share(1)(2) Offering Fee
Price (1)(2)
Common Stock, par 240,240 $15.9375 $3,828,825 $1,320.28
value $.10 per
share
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Pursuant to Rule 457 under the Securities Act of 1933, the proposed
maximum offering price per share with respect to such shares has been
computed based upon the average of the high and low prices of the Common
Stock on April 29, 1996, as reported in the consolidated reporting system.
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
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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PROSPECTUS
May __, 1996
240,240 Shares
Standard Microsystems Corporation
Common Stock
This Prospectus relates to the public offering of up to 240,240
shares of Common Stock, par value $.10 per share ("Common Stock"), of Standard
Microsystems Corporation (the"Company"). All of the shares of Common Stock
that are offered hereby are being offered by a Selling Stockholder. See
"Selling Stockholder." The Company will not receive any of the proceeds from
the sale of the Common Stock by the Selling Stockholder.
The Selling Stockholders may offer shares of Common Stock for sale
from time to time, in one or more transactions in the over-the-counter market,
at market prices prevailing at the time of sale.
The Common Stock is traded in the over-the-counter market under
the Nasdaq symbol SMSC, and such trading is reported in the Nasdaq National
Market System. The reported closing sale price of the Common Stock on
April 29, 1996 was $15.75 per share. Prospective investors should obtain the
most recent available price quotations prior to any purchase of Common Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Company has agreed to pay substantially all of the expenses in
connection with the registration of the shares being offered by the Selling
Stockholder, which expenses are estimated at $5,320.28.
No person has been authorized to give any information or to make
any representation in connection with any offering hereunder not contained or
incorporated by reference in this Prospectus, and, if given or made, such
information or representation must not be relied upon as having been
authorized by the Company or the Selling Stockholder. This Prospectus shall
not constitute an offer to sell or a solicitation of an offer to buy any of
the securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that the information herein is correct
as of any time subsequent to the date hereof.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in
accordance therewith files reports, proxy statements, information statements
and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements, information statements and
other information filed by the Company can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549; 7 World Trade Center, Suite 1300, New York, New
York 10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; and copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the
Commission pursuant to the Exchange Act and are hereby incorporated herein by
reference and made a part of this Prospectus:
(a) The Company's Annual Report on Form 10-K for the year ended
February 28 1995;
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended May 31, 1995, August 31, 1995, and November 30, 1995; and
(c) The Company's Current Report on Form 8-K dated January 26,
1996.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering of the shares
of Common Stock shall be deemed to be incorporated herein by reference and
made a part of this Prospectus from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge, upon written or oral
request, to each person, including any beneficial owner, to whom a copy of
this Prospectus is delivered, a copy of any of the information incorporated by
reference herein (not including the exhibits to such information, unless such
exhibits are specifically incorporated by reference in such information).
Requests should be directed to Standard Microsystems Corporation, 80 Arkay
Drive, Hauppauge, New York 11788, Attention: Vice President-Finance, telephone
(516) 435-6000.
STANDARD MICROSYSTEMS CORPORATION
The Company was incorporated in Delaware in 1971. The Company is
one of the world's largest suppliers of products for personal computer local
area networks. Local area network technologies are comprised of hardware and
software combinations that act as traffic signaling protocols to control
communications, primarily between personal computers and peripheral devices
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such as printers and disk drives. The Company's System Products Division
designs, produces and markets products that allow personal computers (PCs) to
be connected to local area networks (LANs) and products that connect LANs to
each other.
The Company's Component Products Division designs, produces and
markets metal-oxide-semiconductor/very-largescale-integrated (MOS/VLSI)
circuits mainly for PC input/output (I/O) control and computer and industrial
network control.
The mailing address of the Company's principal executive offices
is 80 Arkay Drive, Hauppauge, New York 11788, and its telephone number at that
address is (516) 435-6000.
SELLING STOCKHOLDER
EFAR Microsystems, Inc. (the "Selling Stockholder") is the holder
of 240,240 shares of Common Stock, all of which shares may be offered hereby.
The Selling Stockholder may offer shares of Common Stock from time to time in
one or more transactions in the over-the-counter market, which may involve
brokers or dealers, or in private transactions. The Company has not entered
into any agreement, arrangement or understanding with brokers or dealers
regarding the shares of Common Stock that may be offered hereby prior to the
effective date of the Registration Statement of which this Prospectus forms a
part, and the Selling Stockholder has advised the Company that it has not
entered into any such agreement.
The Selling Stockholder has also advised the Company that the
240,240 shares of Common being registered hereby below represent the only
shares of Common Stock held by the Selling Stockholder, which holdings
represents 1.77% of the total number of outstanding shares of Common Stock of
the Company as of February 29, 1996. The Company is not aware that the
Selling Stockholder has had any position, office or other material
relationship with the Company or any of its affiliates within the past three
years, except that the Selling Stockholder is a California corporation,
substantially all of the assets of which have been acquired by the Company.
DESCRIPTION OF CAPITAL STOCK
The following description of the Common Stock, and of other securities
of the Company, is an outline only and does not purport to be complete. For a
complete statement, reference is made to the provisions of the Restated
Certificate of Incorporation of the Company, a copy of which is on file with
the Commission (see "Available Information"), and the description which
follows is qualified in its entirety by such reference.
The authorized capital stock of the Company consists of 30,000,000
shares of Common Stock, and 1,000,000 shares of Preferred Stock, par value
$.10 per share. On February 29, 1996, 13,607,581 shares of Common Stock, and
no shares of Preferred Stock, were outstanding. All outstanding shares of
Common Stock are fully paid and nonassessable.
Preferred Stock
The Preferred Stock may be issued without further stockholder approval
in one or more series, with such voting powers, dividend rights, designations,
preferences, rights, qualifications, limitations and restrictions as shall be
determined by the Board of Directors before the issuance thereof.
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Common Stock
Holders of Common Stock are entitled to receive dividends when and as
declared by the Board of Directors out of funds legally available therefor.
Holders of Common Stock are entitled to one vote for each share on all matters
voted upon by stockholders. Holders of Common Stock do not have cumulative
voting rights for the election of directors. This means that the holders of
more than 50% of the shares voting for the election of directors can elect all
of the directors to be elected at the meeting, if they choose to do so, and,
in such event, the holders of the remaining less than 50% of the shares voting
for the election of directors will not be able to elect any person or persons
to the Board of Directors. At each annual meeting of stockholders,
approximately one-third of the entire Board of Directors is elected for a
three-year term.
In the event of liquidation of the Company, holders of Common Stock are
entitled to a proportionate share in any distribution of Company assets after
the payment of liabilities (including all amounts to which holders of
Preferred Stock, if any Preferred Stock then is outstanding, may be entitled).
Holders of Common Stock do not have preemptive rights and there are no
conversion, redemption, sinking fund or similar provisions with respect to the
Common Stock.
Stock Purchase Rights Agreement
On January 7, 1988, the Company adopted a stock purchase Rights
Agreement (the "Rights Agreement") pursuant to which each share of Common
Stock outstanding on January 13, 1988 and each share issued thereafter,
including the shares of Common Stock offered hereby, has or, when issued, will
have, associated with it one Right (a "Right"). The Rights are represented by
the Common Stock certificates and are not exercisable or transferable apart
from the Common Stock certificates until the earlier of (i) fifteen days after
the Stock Acquisition Date described below, and (ii) ten business days after
commencement of a tender or exchange offer for 30% or more of the Company's
outstanding Common Stock. "Stock Acquisition Date" means the first date of
public announcement that a person or group (an "Acquiring Person") has
acquired 20% or more of the outstanding Common Stock, other than certain
acquisitions ("Direct Acquisitions") directly with the Company approved by a
majority of the independent Directors of the Company.
Pursuant to the Rights Agreement, in the event that, among other things,
(i) a person or group acquires 30% or more of the outstanding Common Stock,
other than pursuant to Direct Acquisitions or certain tender or exchange
offers for all outstanding Common Stock at a price and on terms determined to
be fair by a majority of the independent Directors, or (ii) a person or group
acquires 20% or more of the outstanding Common Stock and the Board of
Directors has declared such person or group to be an "Adverse Person" with
respect to the Company after a determination by a majority of the independent
Directors based on certain criteria related to the best interests of the
Company, or (iii) any Acquiring Person engages in various transactions with
the Company, then each holder of a Right (other than an Acquiring Person or an
Adverse Person) will be entitled to receive, upon exercise, Common Stock
having a value equal to twice the exercise price of the Right.
In the event that, following the Stock Acquisition Date, directly or
indirectly, (i) the Company consolidates with or merges into any other
company, and such other company is the continuing or surviving company, or
(ii) any other company consolidates with or merges into the Company and the
Company is the continuing or surviving company and in connection therewith
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some or all of the Company's outstanding Common Stock is changed or exchanged,
or (iii) more than 50% of the assets or earning power of the Company is sold
or otherwise transferred, then each holder of a Right (other than an Acquiring
Person or an Adverse Person) will be entitled to receive, upon exercise,
shares of common stock of the company that is the other party to such
consolidation, merger, sale or transfer having a value equal to twice the
exercise price of the Right.
Subject to certain limitations, the Company may redeem the Rights in
whole, but not in part, at a redemption price of $.01 per Right. The Rights
will expire on January 12, 1998, unless earlier redeemed by the Company.
The foregoing summary of certain terms of the Rights does not purport to
be complete and is subject to, and is qualified in its entirety by reference
to, the Rights Agreement, a copy of which is on file with the Commission. See
"Available Information."
COMMON STOCK DIVIDEND POLICY
The Company has never paid a cash dividend on its Common Stock. The
present policy of the Company is to retain earnings to provide funds for the
operation and expansion of its business. The Company does not expect to pay
cash dividends on its Common Stock in the foreseeable future.
LEGAL OPINIONS
The validity of the Common Stock being offered hereby will be passed
upon for the Company by Loeb & Loeb LLP, New York, New York. Harold I. Kahen,
of counsel to Loeb & Loeb LLP, is Secretary of the Company.
EXPERTS
The financial statements and financial schedules for the fiscal year
ended February 28, 1995, incorporated by reference in the registration
statement of which this Prospectus forms a part, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon
the authority of said firm as experts in auditing and accounting.
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PART II
Item 14. Other Expenses of Issuance and Distribution
Estimated expenses: Accounting Fees $ 500.00
Legal Fees 3,500.00
SEC Filing Fee 1,320.28
________
Total $ 5,320.28
The registrant is to bear the cost of all the estimated expenses
listed above.
Item 15. 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
corporation 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 or she 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 or her conduct was unlawful. Indemnification of expenses is authorized in
stockholder derivative suits where such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the indemnifying corporation and so long as he or she has 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 registrant against expenses.
The registrant's By-laws include the indemnification 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
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
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director, officer, employee or agent of another corporation,
partnership, 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 reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper.
Item 16. Exhibits
There are filed as a part of this registration statement, the
exhibits listed on the Exhibit Index.
Item 17. 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:
(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 the 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 the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
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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 registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby further 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.
(h) 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 of 1933 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 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 whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
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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 Town of Hauppauge, State of New York, on
May 2, 1996.
STANDARD MICROSYSTEMS CORPORATION
(Registrant)
By: ANTHONY M. D'AGOSTINO
---------------------
Anthony M. D'Agostino
Senior Vice President -- Finance
(Principal Financial and
Accounting Officer)
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints each of Herman Fialkov, Paul
Richman, Anthony M. D'Agostino and David C. Fischer as his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her 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 attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or any of
them, or his or her 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.
Signature Title Date
PAUL RICHMAN Chairman of the Board May 2, 1996
- ------------ and Chief Executive
Paul Richman Officer (Principal
Executive Officer)
EVELYN BEREZIN Director May 2, 1996
- --------------
Evelyn Berezin
ROBERT M. BRILL Director May 2, 1996
- ---------------
Robert M. Brill
PETER F. DICKS Director May 2, 1996
- --------------
Peter F. Dicks
HERMAN FIALKOV Director May 2, 1996
- --------------
Herman Fialkov
RAYMOND FRANKEL Director May 2, 1996
- ---------------
Raymond Frankel
IVAN T. FRISCH Director May 2, 1996
- --------------
Ivan T. Frisch
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EXHIBIT INDEX
Location/
Incorporated by
Reference to: Exhibit No. Exhibit
* 5 Opinion of Loeb &
Loeb LLP as to
legality of
securities being
registered
* 23.1 Consent of Arthur
Andersen LLP
* 23.2 Consent of Loeb &
Loeb LLP (included in
Exhibit 5)
Located on 24 Power of Attorney
Signature Page authorizing any of
Herman Fialkov, Paul
Richman, Anthony M.
D'Agostino, and
David C. Fischer to
sign amendments to
the registration
statement
_______________
*Filed herewith
Exhibit 5
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154-0037
May 2, 1996
Standard Microsystems Corporation
80 Arkay Drive
Hauppauge, New York 11788
Ladies and Gentlemen:
We refer to the registration statement on Form S-3 (the
"Registration Statement") 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 the public offering
of up to 240,240 shares of the Company's Common Stock, par value $.10 per
share (the "Common Stock"), to be offered by the holder thereof (the "Selling
Stockholder").
We have examined originals or photocopies or certified copies of
such records 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 that the Common Stock has been and, when sold by the Selling
Stockholder in the manner described in the Registration Statement, will have
been legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement.
Very truly yours,
Loeb & Loeb LLP
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 report
dated March 29, 1995, included in Standard Microsystems Corporation's Form 10-K
for the year ended February 28, 1995, and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
Washington, D.C.
May 2, 1996
