As filed with the Securities and Exchange Commission on August 30, 2002
Registration No. 333-36632
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
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 of (I.R.S. Employer
Incorporation or organization) Identification Number)
200 Flynn Road, Camarillo, California 93012-8790, (805) 498-2111
(Address, including zip code, and telephone number, including
Area-code, of registrant's principal executive offices)
John D. Poe
Chairman of the Board and Copies to:
Chief Executive Officer Robert A. Miller, Jr., Esq.
Semtech Corporation Paul, Hastings, Janofsky & Walker LLP
200 Flynn Road 515 S. Flower Street, 25th Floor
Camarillo, California 93012-8790 Los Angeles, CA 90071
(805) 498-2111 (213) 683-6000
(Name, address, including zip code, (Name, address, including zip code,
and telephone number, including area and telephone number, including area
code, of agent for service) code, of agent for service)
Approximate date of commencement of proposed sale to the public: The sale of the
4 1/2% Convertible Subordinated Notes Due 2007 and common stock issuable upon
conversion thereof pursuant to this Registration Statement terminated on
August 2, 2002.
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......................|_|
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 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.......................................................................|_|
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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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
DE-REGISTRATION OF SECURITIES
Semtech Corporation, (the "Registrant") registered $400,000,000
in aggregate principal amount of 4 1/2% Convertible Subordinated Notes Due 2007
(the "Notes") and 9,471,939 shares (as adjusted for a stock split that occurred
on September 25, 2000) of Registrant's common stock, par value $0.01 per share,
into which such Notes were convertible (the "Conversion Shares") pursuant to
this Registration Statement on Form S-3 filed on May 9, 2000 and amended on May
24, 2000 (Registration No. 333-36632). Since that time and from time to time,
the Registrant has filed prospectus supplements under the Registration Statement
for the benefit of holders of the Notes not previously included as "Selling
Holders" under the Registration Statement.
The Registrant filed the Registration Statement pursuant to its
obligations under a Registration Rights Agreement, dated as of February 14, 2000
(the "Registration Rights Agreement"), by and among the Registrant and Morgan
Stanley & Co. Incorporated and Banc of America Securities LLC as initial
purchasers. Pursuant to the Registration Rights Agreement, the Registrant's
obligation to keep the Registration Statement effective terminated upon the
expiration of the holding period that would be applicable under Rule 144(k)
promulgated under the Securities Act of 1933, as amended. Therefore, this Post
Effective Amendment No. 1 to the Registration Statement is being filed to
de-register, as of the date hereof, all of the Notes and Conversion Shares that
were registered under the Registration Statement but that have not been
previously sold under the prospectus that is a part of the Registration
Statement. As of August 2, 2002, $54,152,000 in aggregate principal amount of
Notes convertible into 1,282,311 Conversion Shares remained unsold under the
prospectus.
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 Post
Effective Amendment No. 1 to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Camarillo,
State of California, on August 29, 2002.
SEMTECH CORPORATION
By: /S/ JOHN D. POE
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John D. Poe
Chairman of the Board & Chief
Executive Officer
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/ JOHN D. POE Chief Executive Officer, August 29, 2002
--------------- Director and Chairman of the Board
John D. Poe (Principal Executive Officer)
/S/ DAVID G. FRANZ, JR. Vice President-Finance, August 29, 2002
----------------------- Chief Financial Officer and Secretary
David G. Franz, Jr. (Principal Financial and
Accounting Officer)
/S/ JAMES P. BURRA Director August 29, 2002
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James P. Burra
/S/ ROCK N. HANKIN Director August 29, 2002
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Rock N. Hankin
/S/ JAMES T. SCHRAITH Director August 29, 02
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James T. Schraith
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