-----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, Isyo2h8fbWaq0g0JFoWIcxFmw4ZBl09H8WqD4AgYSQI9Wyh0xqC/OQKxZVHPlRM6 A7HL26ogSDJV9Owjh1ZJhg== 0000315066-03-000031.txt : 20030114 0000315066-03-000031.hdr.sgml : 20030114 20030110091543 ACCESSION NUMBER: 0000315066-03-000031 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030110 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEMTECH CORP CENTRAL INDEX KEY: 0000088941 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 952119684 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-08050 FILM NUMBER: 03509774 BUSINESS ADDRESS: STREET 1: 200 FLYNN ROAD CITY: CAMARILLO STATE: CA ZIP: 93012-8790 BUSINESS PHONE: 8054982111 MAIL ADDRESS: STREET 1: 200 FLYNN ROAD STREET 2: 200 FLYNN ROAD CITY: CAMARILLO STATE: CA ZIP: 93012-8790 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FMR CORP CENTRAL INDEX KEY: 0000315066 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 161144965 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175706339 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET CITY: BOSTON STATE: MA ZIP: 02109 SC 13G/A 1 filing.txt DOC ONE SCHEDULE 13G Amendment No. 3 Semtech Corporation Common Stock Cusip #816850101 Cusip #816850101 Item 1: Reporting Person - FMR Corp. Item 4: Delaware Item 5: 75,646 Item 6: 0 Item 7: 5,453,626 Item 8: 0 Item 9: 5,453,626 Item 11: 7.447% Item 12: HC Cusip #816850101 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 5,453,626 Item 8: 0 Item 9: 5,453,626 Item 11: 7.447% Item 12: IN Cusip #816850101 Item 1: Reporting Person - Abigail P. Johnson Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 5,453,626 Item 8: 0 Item 9: 5,453,626 Item 11: 7.447% Item 12: IN SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Item 1(a). Name of Issuer: Semtech Corporation Item 1(b). Name of Issuer's Principal Executive Offices: 652 Mitchell Road Newbury Park, CA 91320 Item 2(a). Name of Person Filing: FMR Corp. Item 2(b). Address or Principal Business Office or, if None, Residence: 82 Devonshire Street, Boston, Massachusetts 02109 Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 816850101 Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) and the person filing, FMR Corp., is a parent holding company in accordance with Section 240.13d-1(b)(ii)(G). (Note: See Item 7). Item 4. Ownership (a) Amount Beneficially Owned: 5,453,626 (b) Percent of Class: 7.447% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 75,646 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 5,453,626 (iv) shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock of Semtech Corporation. No one person's interest in the Common Stock of Semtech Corporation is more than five percent of the total outstanding Common Stock. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit(s) A, B. Item 8. Identification and Classification of Members of the Group. Not Applicable. See attached Exhibit A. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13G in connection with FMR Corp.'s beneficial ownership of the Common Stock of Semtech Corporation at December 31, 2002 is true, complete and correct. January 10, 2003 Date /s/Lena G. Goldberg Signature Lena G. Goldberg Duly authorized under Power of Attorney dated January 3, 2003 by and on behalf of FMR Corp. and its direct and indirect subsidiaries SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Pursuant to the instructions in Item 7 of Schedule 13G, Fidelity Management & Research Company ("Fidelity"), 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 5,389,570 shares or 7.359% of the Common Stock outstanding of Semtech Corporation ("the Company") as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. The number of shares of Common Stock of Semtech Corporation owned by the investment companies at December 31, 2002 included 142,080 shares of Common Stock resulting from the assumed conversion of $6,000,000 principal amount of SEMTECH CORP CONV 4.5% 2/01/07 (23.68 shares of Common Stock for each $1,000 principal amount of debenture). Edward C. Johnson 3d, FMR Corp., through its control of Fidelity, and the funds each has sole power to dispose of the 5,389,570 shares owned by the Funds. Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds' Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds' Boards of Trustees. Fidelity Management Trust Company, 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, is the beneficial owner of 61,990 shares or 0.085% of the Common Stock outstanding of the Company as a result of its serving as investment manager of the institutional account(s). Edward C. Johnson 3d and FMR Corp., through its control of Fidelity Management Trust Company, each has sole dispositive power over 61,990 shares and sole power to vote or to direct the voting of 61,990 shares of Common Stock owned by the institutional account(s) as reported above. Strategic Advisers, Inc., 82 Devonshire Street, Boston, MA 02109, a wholly-owned subsidiary of FMR Corp. and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, provides investment advisory services to individuals. As such, FMR Corp.'s beneficial ownership includes 1,800 shares, or 0.002%, of the Common Stock stock outstanding of Semtech Corporation, beneficially owned through Strategic Advisers, Inc. Geode Capital Management, LLC, 53 State Street, Boston, Massachusetts 02109, a Delaware limited liability company ("Geode LLC"), is the beneficial owner of 266 shares or 0.000% of the outstanding common stock of the Company. Geode LLC is wholly-owned by Fidelity Investors III Limited Partnership ("FILP III"), a Delaware limited partnership. Geode LLC is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Fidelity Investors Management, LLC ("FIML"), a Delaware limited liability company, is the general partner and investment manager of FILP III, and is an investment manager registered under Section 203 of the Investment Advisers Act of 1940. The managers of Geode LLC, the members of FIML and the limited partners of FILP III are certain shareholders and employees of FMR Corp. Members of the Edward C. Johnson 3d family are the predominant owners of Class B shares of common stock of FMR Corp., representing approximately 49% of the voting power of FMR Corp. Mr. Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the aggregate outstanding voting stock of FMR Corp. Mr. Johnson 3d is Chairman of FMR Corp. and Abigail P. Johnson is a Director of FMR Corp. The Johnson family group and all other Class B shareholders have entered into a shareholders' voting agreement under which all Class B shares will be voted in accordance with the majority vote of Class B shares. Accordingly, through their ownership of voting common stock and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR Corp. SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) RULE 13d-1(f)(1) AGREEMENT The undersigned persons, on January 10, 2003, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the Common Stock of Semtech Corporation at December 31, 2002. FMR Corp. By /s/ Lena G. Goldberg Lena G. Goldberg Duly authorized under Power of Attorney dated January 3, 2003, by and on behalf of FMR Corp. and its direct and indirect subsidiaries Edward C. Johnson 3d By /s/ Lena G. Goldberg Lena G. Goldberg Duly authorized under Power of Attorney dated January 3, 2003, by and on behalf of Edward C. Johnson 3d Abigail P. Johnson By /s/ Lena G. Goldberg Lena G. Goldberg Duly authorized under Power of Attorney dated January 3, 2003, by and on behalf of Abigail P. Johnson Fidelity Management & Research Company By /s/ Lena G. Goldberg Lena G. Goldberg Senior V.P. and General Counsel. 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