As filed with the Securities and Exchange Commission on August 6, 1999
Registration No. 333-81067
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
AMENDMENT NO. 1 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> 1
PROSPECTUS
August 6, 1999
20,000 shares
Standard Microsystems Corporation
common stock
The selling stockholder named on page 2 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 trading in our common stock is reported in the Nasdaq
National Market System. The reported closing sale price of our common stock on
July 30, 1999 was $8.00 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> 2
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, having shipped over 130 million units and 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, Inc., 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, and our telephone number at that
address is (516) 435-6000.
SELLING STOCKHOLDER
Steven J. Bilodeau, our president and chief executive officer owns
20,000 shares of common stock, all of which 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 of common stock that may be offered by this prospectus before 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 agreement of that sort.
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.
<PAGE> 3
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 before any shares of the preferred stock may be
issued.
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.
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
We have adopted a stock purchase rights agreement under which a right
is associated with each outstanding share of common stock. 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:
(a) 15 days after the first date or public announcement that a person
or group has acquired 20% or more of our outstanding common stock, unless in a
transaction directly with us approved by a majority of our independent
directors; or
(b) ten business days after commencement of a tender or exchange offer
for 30% or more of our outstanding common stock.
The holder of a right, upon its exercise, will be entitled to receive
common stock having a value equal to twice the exercise price of the right after
any of the following events occurs:
<PAGE> 4
(a) a person or group acquires 30% or more of our outstanding common
stock, other than:
(1) in a transaction directly with us approved by a majority of
our independent directors; or
(2) 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;
(b) a person or group acquires 20% or more of our outstanding common
stock and the board of directors has declared that person or group to be adverse
to our best interests after a determination by a majority of our independent
directors based on preset criteria;
(c) any person or group that has acquired 20% or more of our
outstanding common stock, unless in a transaction directly with us approved by a
majority of our independent directors, engages in any of the following
transactions with us:
(1) a merger in which we survive, and our common stock remains
outstanding,
(2) a transfer of assets to us in exchange for common stock or
other of our capital stock,
(3) a transaction involving goods and services on terms less
favorable to us than we could have obtained from third parties
unrelated to us, or
(4) we make any financial accommodation of the person or group, or
it receives tax advantages from us or a disproportionately
large amount of our capital stock in a reclassification of our
outstanding securities or a merger.
If any of the following transactions occurs more than 15 days after a
person or group has acquired 20% or more of our outstanding common stock, then
the holder of a right, upon its exercise, will be entitled to receive common
stock of the other party to the transaction having a value equal to twice the
exercise price of the right:
(a) we consolidate with or merge into any other company and are not
the surviving company; or
(b) more than 50% of our assets or earning power is sold or
transferred.
Rights will not be exercisable by any person or group that has acquired
20% or more of our outstanding common stock, unless in a transaction directly
with us approved by a majority of our independent directors, or that the board
of directors has declared a person adverse to our best interests after a
determination by a majority of our independent directors based on preset
criteria.
<PAGE> 5
Our board of directors may redeem all, but not less than all, of the
rights at a redemption price of $.01 per right. The rights will expire on
January 6, 2008, unless 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.
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 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 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 deemed to be 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 report on Form 10-Q for the quarterly period
ended May 31, 1999;
<PAGE> 6
3. SMSC's current report on Form 8-K dated June 14, 1999; and
4. All other reports filed pursuant to 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 filing
of a post-effective amendment which indicates that all shares offered have been
sold or which deregisters all shares then remaining unsold.
You may obtain copies of such 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 delivery of documents, any request 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 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.
II-1
<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 August 4, 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)
II-2
<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 August 4, 1999.
Signature Title
STEVEN J. BILODEAU* Director,
Steven J. Bilodeau President and Chief
Executive Officer
(Principal Executive Officer)
PAUL RICHMAN* Chairman of the Board of Directors
Paul Richman
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
II-3
<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
II-4
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
August 4, 1999
