Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - STANDARD MICROSYSTEMS CORP | ex99_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 3, 2012
STANDARD MICROSYSTEMS CORPORATION
(Exact name of Company as specified in its charter)
|
DELAWARE
|
0-7422
|
11-2234952
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
80 Arkay Drive, Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)
(631) 435-6000
(Company's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
|
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 2.02 Results of Operations and Financial Condition.
On July 3, 2012, Standard Microsystems Corporation (the "Company") issued a press release announcing its financial results for its first quarter of fiscal year 2013 ended May 31, 2012. A copy of the press release is furnished herewith and attached as Exhibit 99.1.
Use of Non-GAAP Financial Information
Included within the press release are non-GAAP financial measures that supplement the Company's Condensed Consolidated Statements of Operations prepared under generally accepted accounting principles (GAAP). These non-GAAP financial measures adjust the Company's actual results prepared under GAAP to exclude certain charges as more fully described in the accompanying press release. The non-GAAP measures have been reconciled to and should be considered together with the Condensed Consolidated Statements of Operations. These non-GAAP measures are not meant as a substitute for GAAP, but are included solely for informational and comparative purposes. The Company's management believes that this information assists in evaluating operational trends, but should not be regarded as a replacement for corresponding, similarly captioned, GAAP measures.
The information in this Item 2.02 and Item 9.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.
|
Item 8.01.
|
Other Events.
|
ANTITRUST APPROVALS IN TURKEY
On June 28, 2012, Standard Microsystems Corporation (the “Company” or “SMSC”) and Microchip Technology Incorporated (“Microchip”) received notice of clearance from the Turkish Competition Authority with respect to the transaction proposed in the Agreement and Plan of Merger, dated as of May 1, 2012 (the “Merger Agreement”), among Microchip, a Delaware corporation, Microchip Technology Management Co., a Delaware corporation and a wholly-owned subsidiary of Microchip (“Merger Sub”), and the Company, pursuant to which Merger Sub will merge with and into SMSC, with SMSC surviving as a wholly-owned subsidiary of Microchip (the “Merger”). The parties previously received antitrust clearance in the United States on May 18, 2012, in Germany on June 12, 2012 and in Korea on June 22, 2012. The parties await the receipt of additional antitrust clearance in China.
Item 9.01 Financial Statements and Exhibits.
( c ) Exhibits
99.1 - Press release dated July 3, 2012 reporting Standard Microsystems Corporation's financial results for its first quarter of fiscal year 2013 ended May 31, 2012.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
STANDARD MICROSYSTEMS CORPORATION
|
|
|
|
|
|
|
July 3, 2012
|
By:
|
/s/ Christine King
|
|
|
|
Name: Christine King
|
|
|
|
Title: President and Chief Executive Officer
|
Exhibit Index
|
Exhibit No.
|
|
Description
|
|
|
Press release dated July 3, 2012 reporting Standard Microsystems Corporation's financial results for its first quarter of fiscal year 2013 ended May 31, 2012.
|