File No. 333-_____
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)
1998 STOCK OPTION PLAN
(Full title of the plan)
David C. Fischer, Esq.
Loeb & Loeb LLP
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
to be to be price offering Amount of
Registered Registered per share price Registration
Common Stock,
par value
$.10
per share 1,000,000(1) $6.59375 $6,593,750 $1,945.16
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(1) Represents shares issuable upon exercise of options
available for grant under the 1998 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 September 17, 1998, 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 28, 1998.
(b) The registrant's quarterly report on Form
10-Q for the quarter ended May 31, 1998.
(c) The description of the class of securities
offered contained in the registrant's Registration Statement
on Form 8-A, filed September 21, 1973, Registration
Statement on Form 8-A, filed January 12, 1989, and
Registration Statement on Form 8-A dated January 13, 1998,
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 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 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
corporation 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 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 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) 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.
The registrant maintains directors' and officers' liability insurance
for all its directors and officers.
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 14th day of July 1998.
STANDARD MICROSYSTEMS CORPORATION
(Registrant)
By: /s/ Eric M. Nowling
________________________________
ERIC M. NOWLING
Vice President--Finance
and Chief Financial Officer
(Principal Financial and
Accounting 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
/s/ Paul Richman July 14, 1998
_________________________
Paul Richman
Chairman, Chief Executive
Officer and Director
(Principal Executive
Officer)
/s/ Evelyn Berezin July 14, 1998
______________________
Evelyn Berezin
Director
/s/ James R. Berrett July 14, 1998
______________________
James R. Berrett
Director
/s/ Robert M. Brill July 14, 1998
______________________
Robert M. Brill
Director
/s/ Peter F. Dicks July 14, 1998
______________________
Peter F. Dicks
Director
/s/ Ivan T. Frisch July 14, 1998
______________________
Ivan T. Frisch
Director
<PAGE>
EXHIBIT INDEX
Location/
Incorporated by Exhibit
Reference to: No. Exhibit
(1) 5 Opinion of
Loeb & Loeb LLP
as to legality
of securities
being
registered
(1) 23.1 Consent of
Arthur
Andersen LLP
(2) 23.2 Consent of
Loeb & Loeb LLP
Incorporated by 99.1 1998 Stock
reference to Exhibit Option Plan
A to registrant's
proxy statement
dated June 1, 1998
(File No. 001-13791)
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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
September 17, 1998
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 1998 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 & 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 April 8, 1998 included in Standard Microsystems Corporation's
Form 10-K for the year ended February 28, 1998 and to all references
to our Firm included in this registration statement on Form S-8
registering 1,000,000 shares of common stock.
Arthur Andersen LLP
New York, New York
September 17, 1998
