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
_____________________
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
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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 4,902,200 $18.46 $90,494,612.00 $11,465.67
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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.
-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
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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).
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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
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Glen M. Antle
/s/ James P. Burra Director August 31, 2004
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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 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).