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)
1999 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) 407-4827
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price offering Registration
Registered Registered per share price Fee
- -------------------------------------------------------------------------
Common Stock,
par value
$.10
per share 750,000(1) $7.68750 $5,765,625 $1,603
- ---------------------
(1) Represents shares issuable upon exercise of options
available for grant under the 1999 Stock Option Plan.
Registration fee with respect to such shares has been
computed based upon the average of the high and low prices
of the Common Stock on July 29, 1999, 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, 1999.
(b) SMSC's Current Report on Form 8-K dated June 14, 1999.
(c) The registrant's quarterly report on Form
10-Q for the quarter ended May 31, 1999.
(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
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 13th day of July
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)
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/ Steven J. Bilodeau July 13, 1999
_________________________
Steven J. Bilodeau
President and Chief
Executive Officer
(Principal Executive
Officer)
/s/ Paul Richman July 13, 1999
_________________________
Paul Richman
Chairman and Director
/s/ James R. Berrett July 13, 1999
______________________
James R. Berrett
Director
/s/ Robert M. Brill July 13, 1999
______________________
Robert M. Brill
Director
/s/ Peter F. Dicks July 13, 1999
______________________
Peter F. Dicks
Director
/s/ Kathleen B. Earley July 13, 1999
________________________
Kathleen B. Earley
Director
/s/ Ivan T. Frisch July 13, 1999
______________________
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 1999 Stock
reference to Exhibit Option Plan
A to registrant's
proxy statement
dated June 8, 1999
(File No. 001-13791)
- -------------------------
(1) Filed herewith
(2) Included in Exhibit 5
EXHIBIT 5
LOEB & LOEB LLP
345 Park Avenue
New York NY 10154-0037
July 29, 1999
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 750,000 shares of
the Company's Common Stock issuable upon the exercise of options
granted or available for grant pursuant to the Company's 1999 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 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 on Form S-8
registering 750,000 shares of common stock pursuant to the 1999 Stock
Option Plan.
Arthur Andersen LLP
New York, New York
July 29, 1999
