-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RIzs9WSELgwu9URUEqFq6Kz6R5KHxJz9PLptvEWtnbKZ3R1vQHVhkZQ23dSlbcCq yojBnsiTcktLtIuptjPr+w== 0000895759-96-000074.txt : 19960705 0000895759-96-000074.hdr.sgml : 19960705 ACCESSION NUMBER: 0000895759-96-000074 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960703 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANDARD MICROSYSTEMS CORP CENTRAL INDEX KEY: 0000093384 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 112234952 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-03085 FILM NUMBER: 96590635 BUSINESS ADDRESS: STREET 1: 80 ARKAY DRIVE CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 5164344600 MAIL ADDRESS: STREET 1: 80 ARKAY DR CITY: HAUPPAUGE STATE: NY ZIP: 11788 424B3 1 PROSPECTUS 424(b)(3) July 2, 1996 333-03085 240,240 Shares Standard Microsystems Corporation Common Stock This Prospectus relates to the public offering of up to 240,240 shares of Common Stock, par value $.10 per share ("Common Stock"), of Standard Microsystems Corporation (the"Company"). All of the shares of Common Stock that are offered hereby are being offered by a Selling Stockholder. See "Selling Stockholder." The Company will not receive any of the proceeds from the sale of the Common Stock by the Selling Stockholder. The Selling Stockholders may offer shares of Common Stock for sale from time to time, in one or more transactions in the over-the-counter market, at market prices prevailing at the time of sale. The 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 the Common Stock on July 2, 1996 was $14.625 per share. Prospective investors should obtain the most recent available price quotations prior to any purchase of Common Stock. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The Company has agreed to pay substantially all of the expenses in connection with the registration of the shares being offered by the Selling Stockholder, which expenses are estimated at $5,320.28. No person has been authorized to give any information or to make any representation in connection with any offering hereunder not contained or incorporated by reference in this Prospectus, and, if given or made, such information or representation must not be relied upon as having been authorized by the Company or the Selling Stockholder. This Prospectus shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information herein is correct as of any time subsequent to the date hereof. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and in accordance therewith files reports, proxy statements, information statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements, information statements and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549; 7 World Trade Center, Suite 1300, New York, New York 10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents have been filed by the Company with the Commission pursuant to the Exchange Act and are hereby incorporated herein by reference and made a part of this Prospectus: (a) The Company's Annual Report on Form 10-K for the year ended February 29, 1996. All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the shares of Common Stock shall be deemed to be incorporated herein by reference and made a part of this Prospectus from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge, upon written or oral request, to each person, including any beneficial owner, to whom a copy of this Prospectus is delivered, a copy of any of the information incorporated by reference herein (not including the exhibits to such information, unless such exhibits are specifically incorporated by reference in such information). Requests should be directed to Standard Microsystems Corporation, 80 Arkay Drive, Hauppauge, New York 11788, Attention: Vice President-Finance, telephone (516) 435-6000. STANDARD MICROSYSTEMS CORPORATION The Company was incorporated in Delaware in 1971. The Company is one of the world's largest suppliers of products for personal computer local area networks. Local area network technologies are comprised of hardware and software combinations that act as traffic signaling protocols to control communications, primarily between personal computers and peripheral devices 2 such as printers and disk drives. The Company's System Products Division designs, produces and markets products that allow personal computers (PCs) to be connected to local area networks (LANs) and products that connect LANs to each other. The Company's Component Products Division designs, produces and markets metal-oxide-semiconductor/very-largescale-integrated (MOS/VLSI) circuits mainly for PC input/output (I/O) control and computer and industrial network control. The mailing address of the Company's principal executive offices is 80 Arkay Drive, Hauppauge, New York 11788, and its telephone number at that address is (516) 435-6000. SELLING STOCKHOLDER EFAR Microsystems, Inc. (the "Selling Stockholder") is the holder of 240,240 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. The Company 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 the Company that it has not entered into any such agreement. The Selling Stockholder has also advised the Company that the 240,240 shares of Common being registered hereby below represent the only shares of Common Stock held by the Selling Stockholder, which holdings represents 1.77% of the total number of outstanding shares of Common Stock of the Company as of February 29, 1996. The Company is not aware that the Selling Stockholder has had any position, office or other material relationship with the Company or any of its affiliates within the past three years, except that the Selling Stockholder is a California corporation, substantially all of the assets of which have been acquired by the Company. DESCRIPTION OF CAPITAL STOCK The following description of the Common Stock, and of other securities of the Company, is an outline only and does not purport to be complete. For a complete statement, reference is made to the provisions of the Restated Certificate of Incorporation of the Company, a copy of which is on file with the Commission (see "Available Information"), and the description which follows is qualified in its entirety by such reference. The authorized capital stock of the Company consists of 30,000,000 shares of Common Stock, and 1,000,000 shares of Preferred Stock, par value $.10 per share. On June 7, 1996, 13,684,856 shares of Common Stock, and no shares of Preferred Stock, were outstanding. All outstanding shares of Common Stock are fully paid and nonassessable. 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 shall be determined by the Board of Directors before the issuance thereof. 3 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 liquidation of the Company, holders of Common Stock are entitled to a proportionate share in any distribution of Company 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 On January 7, 1988, the Company adopted a stock purchase Rights Agreement (the "Rights Agreement") pursuant to which each share of Common Stock outstanding on January 13, 1988 and each share issued thereafter, including the shares of Common Stock offered hereby, has or, when issued, will have, 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 the Company's 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 the Company approved by a majority of the independent Directors of the Company. Pursuant to the Rights Agreement, in the event that, among other things, (i) a person or group acquires 30% or more of the outstanding Common Stock, other than pursuant to Direct Acquisitions or certain tender or exchange offers for all 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 the outstanding Common Stock and the Board of Directors has declared such person or group to be an "Adverse Person" with respect to the Company after a determination by a majority of the independent Directors based on certain criteria related to the best interests of the Company, or (iii) any Acquiring Person engages in various transactions with the Company, 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. In the event that, following the Stock Acquisition Date, directly or indirectly, (i) the Company consolidates with or merges into any other company, and such other company is the continuing or surviving company, or (ii) any other company consolidates with or merges into the Company and the Company is the continuing or surviving company and in connection therewith 4 some or all of the Company's outstanding Common Stock is changed or exchanged, or (iii) more than 50% of the assets or earning power of the Company 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 of the company 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 12, 1998, unless earlier redeemed by the Company. The foregoing summary of certain terms of the Rights does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the Rights Agreement, a copy of which is on file with the Commission. See "Available Information." COMMON STOCK DIVIDEND POLICY The Company has never paid a cash dividend on its Common Stock. The present policy of the Company is to retain earnings to provide funds for the operation and expansion of its business. The Company does not expect to pay cash dividends on its Common Stock in the foreseeable future. LEGAL OPINIONS The validity of the Common Stock being offered hereby will be passed upon for the Company by Loeb & Loeb LLP, New York, New York. Harold I. Kahen, of counsel to Loeb & Loeb LLP, is Secretary of the Company. EXPERTS The financial statements and financial schedules for the fiscal year ended February 29, 1996, incorporated by reference in the registration statement of which this Prospectus forms a part, have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in auditing and accounting. 5 -----END PRIVACY-ENHANCED MESSAGE-----