As filed with the Securities and Exchange Commission on September 3, 2004.
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Semtech Corporation
(Exact name of registrant as specified in its charter)
Delaware 95-2119684
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
200 Flynn Road, Camarillo, California 93012 (805) 498-2111
(Address of Principal Executive Offices)
Non-Qualified Stock Option Grants
(Full title of the plan)
Jason L. Carlson Copies to:
President & Chief Executive Officer Robert A. Miller, Jr., Esq.
Semtech Corporation Paul, Hastings, Janofsky & Walker LLP
200 Flynn Road 515 South Flower Street
Camarillo, California 93012 Los Angeles, California 90071
(805) 498-2111 (213) 683-6000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(2) Offering Price Per Share(1)(2) Aggregate Offering Price(1)(2) Registration Fee
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Common Stock, $0.01 par value 550,000 $18.46 $10,153,000.00 $1,286.39
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457 under the Securities Act of 1933,
as amended based on the average of the high and low prices as quoted on NASDAQ
August 30, 2004 of $18.46 per share.
(2) Pursuant to Rule 416 promulgated under the Securities Act, there are
also registered hereunder such indeterminate number of additional shares as may
be issued under the terms of the Long-Term Stock Incentive Plan to prevent
dilution resulting from stock splits, stock dividends or similar transactions.
PART II(1)/
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are hereby incorporated into this
Registration Statement and made a part hereof by this reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 25, 2004, filed on April 9, 2004 with the Securities Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(b) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended April 25, 2004, filed with the Commission on June 4,
2004;
(c) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended July 25, 2004, filed with the Commission on September 3,
2004;
(d) The Registrant's Current Report on Form 8-K, filed with the Commission
on August 24, 2004;
(e) The Registrant's Current Report on Form 8-K, filed with the Commission
on July 7, 2004;
(f) The Registrant's Current Report on Form 8-K, filed with the Commission
on May 25, 2004;
(g) The Registrant's Current Report on Form 8-K, filed with the Commission
on April 20, 2004;
(h) The Registrant's two Current Reports on Form 8-K, each filed with the
Commission on February 24, 2004.
(i) The description of the Company's common stock contained in the
Company's Registration Statement under the Exchange Act on Form 8-A
filed with the Commission, including any amendments or reports filed
for the purpose of updating the description of such common stock.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement, and 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, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of the filing of such documents with the Commission.
Items 4. Description of Securities
Not applicable; the class of securities to be offered is registered
under Section 12 of the Securities and Exchange Act of 1934.
Item 5. Interests of Named Experts and Counsel
Not applicable.
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1/ Information required by Part I of Form S-8 is contained in a Section 10(a)
prospectus to be distributed to each optionee and is omitted from this
Registration Statement in accordance with Rule 428 under the Securities Act and
the Note to Part I of Form S-8.
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Item 6. Indemnification of Directors and Officers
Article VII of the Company's Bylaws, as amended, provides for
indemnification of officers, directors, agents and employees of the Company
generally consistent with the provisions of Section 145 of the Delaware General
Corporation Law. Pursuant to Section 145 of the Delaware General Corporation
Law, a corporation generally has the power to indemnify its present and former
directors, officers, employees and agents against expenses incurred by them in
connection with any suit to which they are, or are threatened to be made, a
party by reason of their serving in such positions so long as they acted in good
faith and in a manner they reasonably believed to be in, or not opposed to, the
best interests of the corporation, and with respect to any criminal action, they
had no reasonable cause to believe their conduct was unlawful. With respect to
suits by or in the right of a corporation, however, indemnification is not
available if such person is adjudged to be liable for negligence or misconduct
in the performance of his duty to the corporation unless the court determines
that indemnification is appropriate. In addition, a corporation has the power to
purchase and maintain insurance for such persons. The statute also expressly
provides that the power to indemnify authorized thereby is not exclusive of any
rights granted under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.
As permitted by Section 102 of the Delaware General Corporation Law,
the Company's stockholders have approved and incorporated provisions into the
Company's Restated Certificate of Incorporation eliminating a director's
personal liability for monetary damages to the Company and the Company's
stockholders arising from a breach of a director's fiduciary duty, except for
liability under Section 174 of the Delaware General Corporation Law or liability
for any breach of the director's duty of loyalty to the Company or the Company's
stockholders, for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law or for any transaction in
which the director derived an improper personal benefit.
The Company has entered into indemnification agreements with the
Company's directors and officers. These agreements provide broader indemnity
rights than those provided under the Delaware General Corporation Law and the
Company's Bylaws. The indemnification agreements are not intended to deny or
otherwise limit third party or derivative suits against the Company or the
Company's directors or officers, but to the extent a director or officer were
entitled to indemnity or contribution under the indemnification agreement, the
financial burden of a third party suit would be borne by the Company, and the
Company would not benefit from derivative recoveries against the director or
officer. Such recoveries would accrue to the benefit of the Company but would be
offset by the Company's obligations to the director or officer under the
indemnification agreement.
The above discussion of the Company's Bylaws, Certificate of
Incorporation and of Section 145 of the Delaware General Corporation Law is not
intended to be exhaustive and is qualified in its entirety by such Bylaws,
Certificate of Incorporation, and statute.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
Exhibit
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4.1 Stock Option Award Agreement (Inducement Option) between the Registrant and
Jason Carlson dated November 4, 2002 (incorporated by reference to Exhibit
10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended October 27, 2002, filed with the Commission on December 11,
2002).
4.2 Stock Option Award Agreement (Inducement Option) between the Registrant and
Anthony E. Giraudo dated April 19, 2004 (incorporated by reference to
Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended April 25, 2004, filed with the Commission on June 4,
2004).
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of independent registered public accounting firm.
23.2 Consent of counsel (included in Exhibit 5.1).
24.1 Power of Attorney (included herein on the signature page).
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Item 9. Undertakings.
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 this 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 this
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;
Provided, however, that paragraphs (1)(i) and (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 by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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; and
(3) To remove from registration by means of post-effective amendment
any of the securities which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this 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.
Insofar as indemnification for liabilities arising under the
Securities 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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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 the City of Camarillo, State of California, on September 3, 2004.
SEMTECH CORPORATION
By:/s/ Jason L. Carlson
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Jason L. Carlson, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Jason L. Carlson and David G. Franz, Jr.,
and each of them, his true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign this Registration Statement and any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same with all exhibits thereto, and all 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 and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or 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
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/s/ Jason L. Carlson President, Chief Executive Officer, September 3, 2004
-------------------------------- and Director
Jason L. Carlson (Principal Executive Officer)
/s/ David G. Franz, Jr. Vice President-Finance, August 31, 2004
-------------------------------- Chief Financial Officer
David G. Franz, Jr. (Principal Financial and Accounting Officer)
/s/ John D. Poe Chairman of the Board and Director August 31, 2004
--------------------------------
John D. Poe
/s/ Glen M. Antle Director August 31, 2004
--------------------------------
Glen M. Antle
/s/ James P. Burra Director August 31, 2004
--------------------------------
James P. Burra
/s/ Rockell N. Hankin Director August 31, 2004
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Rockell N. Hankin
/s/ James T. Lindstrom Director August 31, 2004
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James T. Lindstrom
/s/ John L. Piotrowski Director August 31, 2004
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John L. Piotrowski
/s/ James T. Schraith Director August 31, 2004
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James T. Schraith
EXHIBIT INDEX
Exhibit
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4.1 Stock Option Award Agreement (Inducement Option) between the Registrant and
Jason Carlson dated November 4, 2002 (incorporated by reference to Exhibit
10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended October 27, 2002, filed with the Commission on December 11,
2002).
4.2 Stock Option Award Agreement (Inducement Option) between the Registrant and
Anthony E. Giraudo dated April 19, 2004 (incorporated by reference to
Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended April 25, 2004, filed with the Commission on June 4,
2004).
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of independent registered public accounting firm.
23.2 Consent of counsel (included in Exhibit 5.1).
24.1 Power of Attorney (included herein on the signature page).