-----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, SZoA4S5r7gDUwsGIKn5GokSLI2aAYZp+6meWIg//5NFm14DNwHWqy9kqyHopAVUM UW0soSWiVUo+bEWriPZ1AA== 0001116679-04-001855.txt : 20040903 0001116679-04-001855.hdr.sgml : 20040903 20040903140133 ACCESSION NUMBER: 0001116679-04-001855 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040903 DATE AS OF CHANGE: 20040903 EFFECTIVENESS DATE: 20040903 FILER: 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-118804 FILM NUMBER: 041016322 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 S-8 1 sem_incentives8.txt As filed with the Securities and Exchange Commission on September 3, 2004. Registration No. 333-_________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________ 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) Long-Term Stock Incentive Plan (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 =================================================================================================================================== 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 - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, $0.01 par value 4,902,200 $18.46 $90,494,612.00 $11,465.67 ====================================================================================================================================
(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. -1- STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES Pursuant to General Instruction E (Registration of Additional Securities) of Form S-8, Semtech Corporation hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission: (a) The Registrant's Registration Statement on Form S-8, Registration Number 333-80319, filed with the Commission on June 9, 1999; (b) The Registrant's Annual Report on Form 10-K for the fiscal year ended January 25, 2004 filed on April 9, 2004 with the Commission, pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (c) 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; (d) 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; (e) The Registrant's Current Report on Form 8-K, filed with the Commission on August 24, 2004; (f) The Registrant's Current Report on Form 8-K, filed with the Commission on July 7, 2004; (g) The Registrant's Current Report on Form 8-K, filed with the Commission on May 25, 2004; (h) The Registrant's Current Report on Form 8-K, filed with the Commission on April 20, 2004; (i) The Registrant's two Current Reports on Form 8-K, each filed with the Commission on February 24, 2004; and (j) 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. Part II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits Exhibit - ------- 4.1 Long-Term Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended April 28, 2002, filed with the Commission on June 11, 2002). 5.1 Opinion and Consent of Paul, Hastings, Janofsky & Walker LLP as to legality of securities being registered. 23.1 Consent of independent registered public accounting firm. 23.2 Consent of Paul, Hastings, Janofsky & Walker LLP is contained in Exhibit 5. 24.1 Power of Attorney (included herein on the signature page). -2- 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 ------------------------------------- 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 --------- ----- ---- /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 - -------------------------------- Rockell N. Hankin /s/ James T. Lindstrom Director August 31, 2004 - -------------------------------- James T. Lindstrom /s/ John L. Piotrowski Director August 31, 2004 - -------------------------------- John L. Piotrowski /s/ James T. Schraith Director August 31, 2004 - -------------------------------- James T. Schraith
EXHIBIT INDEX Exhibit - ------- 4.1 Long-Term Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended April 28, 2002, filed with the Commission on June 11, 2002). 5.1 Opinion and Consent of Paul, Hastings, Janofsky & Walker LLP as to legality of securities being registered. 23.1 Consent of independent registered public accounting firm. 23.2 Consent of Paul, Hastings, Janofsky & Walker LLP is contained in Exhibit 5. 24.1 Power of Attorney (included herein on the signature page). EX-5 2 ex5-1.txt EX. 5.1: PHJW Exhibit 5.1 Paul, Hastings, Janofsky & Walker LLP 515 South Flower Street, 25th Floor, Los Angeles, CA 90071-2228 telephone 213-683-6000 / facsimile 213-627-0705 / internet www.paulhastings.com September 3, 2004 11328.74011 Semtech Corporation 200 Flynn Road Camarillo, California 93012 Ladies and Gentlemen: We are furnishing this opinion of counsel to Semtech Corporation, a Delaware corporation (the "Company"), for filing as Exhibit 5.1 to the Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the issuance and sale by the Company of up to 4,902,200 shares of its Common Stock (the "Shares") upon the exercise of stock options or awards granted pursuant to the Company's Long-Term Stock Incentive Plan (the "Plan"). We have examined the Certificate of Incorporation and Bylaws, each as amended to date, of the Company, and the originals, or copies certified or otherwise identified, of records of corporate action of the Company as furnished to us by the Company, certificates of public officials and of representatives of the Company, and such other instruments and documents as we deemed necessary, as a basis for the opinions hereinafter expressed. In such examination we have assumed the genuineness of all signatures, the authenticity of all corporate records and other documents submitted to us and the conformity to original documents submitted to us as certified or photostatic copies. Based upon our examination as aforesaid, and in reliance upon our examination of such questions of law as we deem relevant under the circumstances, we are of the opinion that the Shares, when purchased and issued as described in the Registration Statement and in accordance with the Plan (including the receipt of the full purchase price therefor), will be validly issued, fully paid and nonassessable. We express no opinion with respect to the applicability or effect of the laws of any jurisdiction other than the Delaware General Corporation Law, as in effect as of the date hereof. We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ Paul, Hastings, Janofsky & Walker LLP EX-23 3 ex23-1.txt EX. 32.1: ERNST & YOUNG Exhibit 23.1 Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm in the Registration Statement Form S-8 pertaining to the Long-Term Stock Incentive Plan of Semtech Corporation and to the incorporation by reference therein of our report dated March 26, 2004, with respect to the consolidated financial statements and schedule of Semtech Corporation included in its Annual Report (Form 10-K) for the year ended January 25, 2004, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Los Angeles, California August 31, 2004 -----END PRIVACY-ENHANCED MESSAGE-----