SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
AMENDMENT NO. 3 TO
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
P.O. Box 18047
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. / / __________________
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.
<PAGE> 3
PROSPECTUS
October __, 1999
20,000 shares
Standard Microsystems Corporation
common stock
The selling stockholder named on page 2 is offering common stock of
Standard Microsystems Corporation by this prospectus. We will not receive any of
the proceeds from the sale of those shares.
The selling stockholder may sell the shares from time to time, in one
or more transactions in the over-the-counter market, at market prices prevailing
at the time of sale.
Our common stock is traded in the over-the-counter market under the
Nasdaq symbol SMSC, and trading in our common stock is reported in the Nasdaq
National Market System. The reported closing sale price of our common stock on
October 19, 1999 was $9.00 per share.
Neither the securities and exchange commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
<PAGE> 4
STANDARD MICROSYSTEMS CORPORATION
Standard Microsystems Corporation is a worldwide supplier of
leading-edge integrated circuits for the personal computer and related
industries. We were incorporated in Delaware in 1971.
Today, we are the world's leading supplier of personal computer
input/output circuits. We have shipped over 130 million units and have an
estimated worldwide personal computer input/output circuits market share
exceeding 40%. Our circuits reside in personal computer products supplied by
Compaq Computer Corporation, Dell Computer Corporation, Gateway 2000,
Hewlett-Packard Company, IBM, Intel Corporation, and most other major personal
computer and personal computer motherboard manufacturers.
The mailing address of our principal executive offices is 80 Arkay
Drive, P.O. Box 18047, Hauppauge NY 11788-8847. Our telephone number at that
address is (516) 435-6000.
RISK FACTORS
Our business, financial condition and results of operations could be
materially adversely affected by any of the following risks.
We compete in the semiconductor industry, an intensely competitive,
cyclical business. The semiconductor industry has experienced rapid
technological change, cyclical market patterns, periods of mismatched product
supply and demand, and selling price erosion. We will be unable to operate
profitably or survive, unless we can accurately anticipate, in terms of price
and quantity, future demand for the kinds of products we intend to make and
availability of raw materials and manufacturing services. The semiconductor
industry's characteristics make these predictions particularly difficult.
Average selling prices in the semiconductor industry, generally, and
for our products, in particular, have declined significantly over the life of
each product. According to most generally available market research, worldwide
semiconductor revenues actually declined in calendar 1998 as compared to
calendar 1997. Competitive pressures may require us to reduce selling prices
more quickly than we can reduce costs.
Our future growth depends on our ability to continue to expand our
product line. Our future product plans include entering the microprocessor
chipset marketplace. We plan to offer microprocessor chipset products for
applications currently served by other suppliers' products. Some of these
suppliers have well-established market positions and products that have already
proven to be technologically and economically competitive. There can be no
assurance that we will be able to displace these suppliers in our targeted
applications.
We are facing new competition in our traditional lines of business. The
functions currently performed by our standalone input/output integrated circuits
increasingly are being integrated into microprocessor chipsets manufactured by
other suppliers. This may displace our input/output integrated circuits products
from their current applications, as well as impede our efforts to penetrate the
microprocessor chipset market.
<PAGE> 5
End-user and customer demands change rapidly, creating business risks
for us. We often experience greater product demand fluctuation than our
customers, the manufacturers of personal computers. Some of our products are
used in personal computers for the consumer market, which, in recent years, has
been more volatile than other segments of the personal computer marketplace.
Increasingly, our customers impose just-in-time inventory processes on us, but
we must order raw materials and manufacturing services well in advance of
delivery.
Our success depends in part on our customers' timely introduction of
their new products. We compete to have our products to designed into our
customers' new products and plan production based on our customers' schedules
for introducing them. If a customer delays in introducing new products, due to
design or manufacturing problems or other causes, but continues selling older
products instead, we may be required to pay for new inventory we cannot
immediately use and lack sufficient inventory to meet demand for our older
products.
We rely upon subcontract manufacturers, so we cannot control the
availability of manufacturing capacity or production conditions like we could if
we did our own manufacturing. The vast majority of our products are
manufactured, assembled, and tested by independent foundries and subcontract
manufacturers. Our reliance upon foundries and subcontractors involves risks,
including potential lack of manufacturing availability, reduced control by us
over product delivery schedules, potential lack of availability of advanced
process technologies, potential fluctuations in manufacturing yields, and
potential cost fluctuations.
The concentration of our business in Asia poses risks relating to
foreign economic and political conditions. Many of our foundries and
subcontractors, as well as the largest of our distributors, are located in Asia.
Many of our customers also manufacture their products in Asia or subcontract
their manufacturing to Asian companies. Currency exchange rate fluctuations,
economic and trade policies, and the political environment in Asia could affect
demand for and supply of our products. This region has recently experienced idle
production capacity, unemployment, bank failures, reduced consumer spending and
currency devaluation. Any of these factors could reduce demand for the products
in which our integrated circuits are used.
Taiwan earthquake could disrupt our business. In September 1999, a
major earthquake caused widespread damage and business interruptions in Taiwan.
A significant portion of the world's personal computer component and circuit
board manufacturing, as well as personal computer assembly, occurs in Taiwan.
Many of our suppliers and customers are based in, or do significant business in,
Taiwan. We are currently assessing the impact, if any, that this issue may have
on our operations, but are unable to quantify any such impact at this time.
We rely on independent distributors to sell our products and are
dependent on their selling efforts. Almost 35% of our fiscal 1999 revenues were
from sales through independent distributors. Our distributors generally offer
products of several different suppliers, including products that may be
competitive with ours. There is risk that these distributors may give higher
priority to products of other suppliers and reduce their efforts to sell our
products. In addition, our agreements with distributors can generally be
terminated at the distributor's option. No assurance can be given that future
sales of our products by distributors will continue at current levels or that
that we will be able to retain our current distributors on acceptable terms. A
<PAGE> 6
reduction in sales efforts by one or more of our current distributors or a
termination of any distributor's relationship with us could have a materially
adverse effect on our sales levels.
FORWARD-LOOKING STATEMENTS
Some of the statements and information contained in the risk factor
section and elsewhere in this prospectus are forwardlooking statements within
the meaning of the federal securities laws. Forwardlooking statements involve
risks and uncertainties. Our actual results and performance may be different
from results expressed or implied by the forward-looking statements.
SELLING STOCKHOLDER
Steven J. Bilodeau, our president and chief executive officer, owns
20,000 shares of common stock. All 20,000 shares may be offered by this
prospectus. 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. We have not entered into
any agreement, arrangement or understanding with brokers or dealers regarding
the shares that may be offered by this prospectus. The selling stockholder has
advised us that he has not entered into any similar agreement with brokers or
dealers.
The selling stockholder has also advised us that the 20,000 shares of
common stock that may be offered by this prospectus, which represent less than
1% of our outstanding common stock, are the only shares of common stock owned by
him.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 30,000,000 shares of common stock
and 1,000,000 shares of preferred stock.
Preferred Stock
The preferred stock may be issued without further stockholder approval
in one or more series, with voting powers, dividend rights, designations,
preferences, rights, qualifications, limitations and restrictions as determined
by our board of directors.
Common Stock
Holders of common stock are entitled to receive dividends when and as
declared by our board of directors. Holders of common stock are entitled to one
vote for each share on all matters. 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, and 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 to our board of directors. At each annual
meeting of stockholders, approximately one-third of our entire board of
directors is elected for a three-year term.
<PAGE> 7
If we liquidate, holders of common stock are entitled to a
proportionate share in any distribution of assets after the payment of
liabilities, including the payment of any amounts to which holders of any
outstanding preferred stock may be entitled. Holders of common stock do not have
preemptive rights, and no conversion, redemption, sinking fund or similar
provisions apply to the common stock.
Stock Purchase Rights Agreement
SMSC adopted a rights agreement. We adopted a stock purchase rights
agreement on January 7, 1998 and filed it with the SEC on January 13, 1998 as an
exhibit to our registration statement on Form 8-A.
Why did SMSC adopt a rights agreement? SMSC adopted the rights
agreement to help ensure that our stockholders receive fair and equal treatment
in the event of any proposed acquisition of SMSC.
What are the effects of the rights agreement on SMSC and its
stockholders? The rights agreement could make it more difficult for a third
party to acquire or discourage a third party from acquiring or seeking to
acquire us or a large block of our common stock. The rights agreement may
therefore delay, defer or prevent a change of control of SMSC that could
adversely affect our stockholders' ability to realize a premium over the
then-prevailing market price for our common stock in connection with an
acquisition.
What are the stock purchase rights? Each right entitles its holder to
purchase from us a unit consisting of one one-thousandth of a share of SMSC
series A participating preferred stock at a cash exercise price of $50.00 per
unit, subject to adjustment.
Can I buy or sell rights or exercise them? Currently, the rights are
attached to and trade only with the common stock and are not exercisable. The
rights will separate from the common stock and become exercisable upon the
earlier of one of the events described below.
What events trigger the separate trading and exercisability of rights?
The rights become separately tradeable and exercisable:
* 15 days after a person or group acquires 20% or more of our
outstanding common stock, except if acquired directly from us in a
transaction approved by a majority of our independent directors; or
* ten business days after commencement of a tender or exchange offer
for 30% or more of our outstanding common stock.
Are the rights ever exercisable to buy anything besides series A
participating preferred stock? Each holder of a right will be entitled to
receive, upon payment of the exercise price, shares of SMSC common stock having
a market value of twice the exercise price of the right if any of the following
events occurs, except in a transaction directly with us if approved by a
majority of our independent directors:
<PAGE> 8
* a person or group acquires 30% or more of our outstanding common
stock, except in a tender or exchange offer for all our outstanding
common stock at a price and on terms determined to be fair by a
majority of our independent directors.
* a person or group acquires 20% or more of our outstanding common
stock and a majority of our independent directors determines that
the person or group is adverse to our best interests, based on
preset criteria.
* a person or group acquires 20% or more of our outstanding common
stock, and then (1) merges with us, and our common stock remains
outstanding, (2) transfers assets to us in exchange for our common
or other capital stock, (3) purchases from, sells to or leases to or
from us goods and services on terms less favorable to us than we
could have obtained from unrelated third parties, or (4) we provide
financial assistance to the person or group, or it receives tax
advantages from us.
* a person or group acquires 20% or more of our outstanding common
stock, and then receives a disproportionately large amount of our
capital stock in a reclassification of our outstanding securities or
a merger.
If SMSC is acquired in a merger or consolidation or if more than 50% of
our assets or earning power is transferred more than 15 days after a person or
group acquires 20% or more of our outstanding common stock, each holder of a
right will be entitled to receive, upon payment of the exercise price, shares of
common stock of the acquiring company having a market value of twice the
exercise price of the right.
When may SMSC redeem the rights? If our board of directors approves a
transaction that it determines is in the best interest of our stockholders but
that otherwise would cause a triggering event described above, our board may, in
connection with that approval, redeem the rights for a nominal price. Once the
rights are redeemed, the transaction can proceed without causing the triggering
event.
When do the rights expire? The rights will expire on January 6, 2008,
unless they are earlier redeemed or their term is extended.
COMMON STOCK DIVIDEND POLICY
We have never paid a cash dividend on our common stock. Our current
policy is to retain earnings to provide funds for the operation and expansion of
our business rather than to pay dividends.
LEGAL OPINION
Loeb & Loeb LLP, New York, New York has issued an opinion about the
legality of the common stock being offered in this prospectus. David C. Fischer,
a partner Loeb & Loeb LLP, is our secretary.
<PAGE> 9
EXPERTS
The financial statements incorporated by reference in this prospectus
and elsewhere in the registration statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report on the
financial statements, and are included in this prospectus and the registration
statement in reliance upon the authority of Arthur Andersen LLP as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements, and other information with the SEC.
You may inspect and copy the filed reports, proxy statements, and other
information at the public reference facilities maintained by the SEC at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information. Such materials also may be accessed
electronically by means of the SEC's web site at http://www.sec.gov.
We have filed a registration statement relating to the offering
described in this prospectus. As allowed by SEC rules, this prospectus does not
contain all of the information which you can find in the registration statement.
You are referred to the registration statement and the exhibits to the
registration statement for further information.
The SEC allows us to incorporate by reference information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is made part of this prospectus, except for any
information superseded by information in this prospectus. This prospectus
incorporates by reference the documents listed below that have been previously
filed with the SEC. These documents contain important information about our
business and finances.
1. SMSC's annual report on Form 10-K for the fiscal year
ended February 28, 1999;
2. SMSC's quarterly reports on Form 10-Q for the
quarterly periods ended May 31, 1999 and August 31, 1999;
3. SMSC's current report on Form 8-K dated June 14, 1999; and
4. All other reports filed under Sections 13(a), 13(c), 14, or 15(d)
of the Securities Exchange Act of 1934, including any amendments to those
reports, since February 28, 1999.
This prospectus also incorporates by reference additional documents
that we may file with the SEC between the date of this prospectus and the date
on which we file a post-effective amendment to indicate that either all of the
shares offered by this prospectus have been sold or to deregister any shares not
sold.
You may obtain copies of the documents that are incorporated by
reference in this prospectus, other than exhibits to documents that are
incorporated by reference if the exhibits are not specifically incorporated by
reference in this prospectus, without charge, upon written or oral request to
Standard Microsystems Corporation, 80 Arkay Drive, P.O. Box 18047, Hauppauge,
New York 11788, Attention: Vice President-Finance, telephone (516) 435-6000. To
ensure
<PAGE> 10
delivery of documents, any request should be made not later than five
business days before making an investment decision.
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information that is different from what is contained in this prospectus. You
should not assume that the information contained in this prospectus is accurate
as of any date other than the date of this prospectus, and neither the mailing
of this prospectus to stockholders nor the issuance of any securities under this
prospectus shall create any implication to the contrary. This prospectus does
not offer to buy or sell securities in any jurisdiction where it is unlawful to
do so.
<PAGE>
PART II
Item 16. Exhibits
There are filed as a part of this registration statement, the exhibits
listed on the Exhibit Index.
<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 amendment to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Hauppauge, State of New York, on October 21,
1999.
STANDARD MICROSYSTEMS CORPORATION
(Registrant)
By: /S/ ERIC M. NOWLING
---------------------------------
Eric M. Nowling
Vice President -- Finance
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this amendment
to registration statement has been signed by the following persons in the
capacities on October 21, 1999.
Signature Title
STEVEN J. BILODEAU* Director, President and Chief
Steven J. Bilodeau Executive Officer
(Principal Executive Officer)
PAUL RICHMAN* Chairman of the Board of
Paul Richman Directors
JAMES R. BERRETT* Director
James R. Berrett
ROBERT M. BRILL* Director
Robert M. Brill
PETER F. DICKS* Director
Peter F. Dicks
IVAN T. FRISCH* Director
Ivan T. Frisch
- ------------------------------
* By: /S/ ERIC M. NOWLING
Eric M. Nowling
as Attorney in Fact
<PAGE>
EXHIBIT INDEX
Location/ Exhibit No. Exhibit
Incorporated by
Reference to:
* 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)
* 24 Power of Attorney
*Previously filed
**Filed herewith
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 21, 1999
included in Standard Microsystems Corporation's Form 10-K for the year ended
February 28, 1999 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
New York, New York
October 18, 1999
