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
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. / / __________________
CALCULATION OF REGISTRATION FEE
|Proposed Maximum|
|Amount |Proposed Maximum |Aggregate | Amount of
Titles of Shares |to be |Offering Price |Offering | Registration
to be Registered |Registered |Per Share(1)(2) |Price (1)(2) | Fee
- -------------------------------------------------------------------------------
Common Stock, par| | | |
value $.10 per | | | |
share | 20,000 |7.21875 |144,375 |40
- -------------------------------------------------------------------------------
(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 June 14, 1999, 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.
<PAGE>
PROSPECTUS
June , 1999
20,000 Shares
Standard Microsystems Corporation
Common Stock
The Selling Stockholder named herein is offering 20,000 shares of 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 such trading is reported in the Nasdaq National Market System.
The reported closing sale price of our common stock on June 14, 1999 was
$7.21875 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> 2
THE COMPANY
Standard Microsystems Corporation is a worldwide supplier of leading-edge
MOS/VLSI integrated circuits for the personal computer and related industries,
specializing in areas requiring technologically demanding logic control and
connectivity. Our products provide solutions in Personal Computer Input/Output
(PC I/O), PC Systems Logic, PC Connectivity, Local Area Networking (LAN), and
Embedded Control Systems. We were incorporated in Delaware in 1971.
Today, we are the world's leading supplier of PC I/O circuits, having
shipped over 130 million units and an estimated worldwide PC I/O market share in
excess of 40%. Our circuits reside on the motherboards of PC products supplied
by Compaq Computer Corporation, Dell Computer Corporation, Gateway 2000, Inc.,
Hewlett-Packard Company, IBM, Intel Corporation, and most other major PC and PC
motherboard manufacturers.
The mailing address of our principal executive offices is 80 Arkay Drive,
P.O. Box 18047, Hauppauge NY 11788-8847, and its telephone number at that
address is (516) 435-6000.
SELLING STOCKHOLDER
Steven J. Bilodeau, our President and Chief Executive Officer (the "Selling
Stockholder") owns 20,000 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. We 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 us that he has not entered into
any such agreement.
The Selling Stockholder has also advised us that the 20,000 shares of
common stock being registered hereby, which represent less than 1% of our
outstanding common stock, are the only shares of common stock owned by him.
<PAGE> 3
DESCRIPTION OF CAPITAL STOCK
The following description of our Common Stock and other of our securities
is an outline only. A complete description is contained in our Restated
Certificate of Incorporation, a copy of which is on file with the SEC (see
"Where You Can Find More Information").
Our authorized capital stock consists of 30,000,000 shares of common stock,
and 1,000,000 shares of preferred stock, par value $.10 per share.
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
determined by the Board of Directors before the issuance thereof.
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 our liquidation, holders of common stock are
entitled to a proportionate share in any distribution of 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
The Company has adopted a stock purchase Rights Agreement (the "Rights
Agreement") pursuant to which each outstanding share of common stock has
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 our 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 us approved by a majority of our
independent Directors.
Pursuant to the Rights Agreement, in the event that, among other things,
(i) a person or group acquires 30% or more of our outstanding common stock,
other than pursuant to Direct Acquisitions or certain tender or exchange
offers for all our 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 our outstanding common stock and the Board of
Directors has declared such person or group to be an "Adverse Person" after a
determination by a majority of the independent Directors based on certain
criteria related to our best interests, or (iii) any Acquiring Person engages
in various transactions with us, 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.
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In the event that, following the Stock Acquisition Date, directly or
indirectly, (i) we consolidate with or merge into any other company, and
such other company is the continuing or surviving company, or (ii) more than
50% of our assets or earning power 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 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 6, 2008, unless earlier redeemed.
The foregoing summary of the Rights does not describe all of their terms.
A complete description is in the Rights Agreement, a copy of which is on file
with the SEC. See "Where You Can Find More Information."
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. We do not expect to pay cash dividends on our common stock in
the foreseeable future.
LEGAL OPINIONS
Loeb & Loeb LLP, New York, New York have 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.
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 with respect thereto, and are included herein in reliance upon
the authority of said firm as experts in accounting and auditing.
<PAGE> 5
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements, and other information with the
SEC. You may inspect and copy such 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
thereto for further information. This Prospectus is qualified in its entirety
by such other 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 deemed to be part of this Prospectus,
except for any information superseded by information in this Prospectus. This
Prospectus incorporates by reference the documents set forth 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 Current Report on Form 8-K dated June 14, 1999; and
3. All other reports filed pursuant to Sections 13(a), 13(c), 14, or 15(d)
of the Securities Exchange Act of 1934, as amended, 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
filing of a post-effective amendment which indicates that all shares offered
have been sold or which deregisters all shares then remaining unsold. Any
statement contained in this Prospectus or in a document incorporated by
reference shall be deemed to be modified or superseded for all purposes to the
extent that a statement contained in this Prospectus or in any other document
which is also incorporated by reference modifies or supersedes such statement.
You may obtain copies of such documents that are incorporated by reference
in this Prospectus (other than exhibits thereto which are not specifically
incorporated by reference herein), 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.
In order to ensure delivery of documents, any request therefor should be made
not later than five business days prior to 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 hereunder
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 14. Other Expenses of Issuance and Distribution
Estimated expenses: Accounting Fees $ 500.00
Legal Fees 3,500.00
SEC Filing Fee 40.00
________
Total $ 4,040.00
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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<PAGE>
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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<PAGE>
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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<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 Town of Hauppauge, State of New York, on
June 17, 1999.
STANDARD MICROSYSTEMS CORPORATION
(Registrant)
By: ERIC M. NOWLING
---------------
Eric M. Nowling
Vice President -- Finance
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
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<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints each of Steven J. Bilodeau,
Paul Richman, George W. Houseweart, Eric M. Nowling, 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
STEVEN J. BILODEAU President and Chief June 17, 1999
- ------------------ Executive Officer
Steven J. Bilodeau (Principal Executive
Officer)
PAUL RICHMAN Chairman of the Board June 17, 1999
- ------------ of Directors
Paul Richman
EVELYN BEREZIN Director June 17, 1999
- --------------
Evelyn Berezin
JAMES R. BERRETT Director June 17, 1999
- ----------------
James R. Berrett
ROBERT M. BRILL Director June 17, 1999
- ---------------
Robert M. Brill
PETER F. DICKS Director June 17, 1999
- --------------
Peter F. Dicks
IVAN T. FRISCH Director June 17, 1999
- --------------
Ivan T. Frisch
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<PAGE>
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
*Filed herewith
Exhibit 5
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154-0037
June 17, 1999
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 20,000 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 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
June 18, 1999
