Post-effective Amendment to an S-8 Filing (s-8 Pos)
04 April 2016 - 11:32PM
Edgar (US Regulatory)
As filed with the Securities
and Exchange Commission on April 4, 2016
Registration No. 333-198877
Registration No. 333-189388
Registration No. 333-187209
Registration No. 333-177902
Registration No. 333-171262
Registration No. 333-151167
Registration No. 333-107899
Registration No. 333-88203
Registration No. 333-71881
Registration No. 333-15823
Registration No. 33-93662
Registration No. 33-39925
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 333-198877
Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 333-189388
Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 333-187209
Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 333-177902
Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 333-171262
Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 333-151167
Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 333-107899
Post-Effective Amendment No. 2 to Form S-8 Registration
Statement No. 333-88203
Post-Effective Amendment No. 2 to Form S-8 Registration
Statement No. 333-71881
Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 333-15823
Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 33-93662
Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 33-39925
ATMEL
CORPORATION
(Exact name of registrant as specified in
its charter)
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Delaware
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77-0051991
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1600 Technology Drive, San Jose, California
95110
(Address of Principal Executive Offices,
including zip code)
Atmel Corporation 2010 Employee Stock Purchase
Plan
Atmel Corporation 2005 Stock Plan
Newport Media, Inc. 2005 Stock Incentive
Plan and RSU Sub-Plan
Ozmo, Inc. 2005 Equity Incentive Plan
1996 Stock Plan
1991 Employee Stock Purchase Plan
1986 Incentive Stock Option Plan
(Full title of the plan)
J. Eric Bjornholt
Vice President,
Chief Financial Officer
Atmel Corporation
1600 Technology Drive
San Jose, California 95110
(Names and address of agent for service)
(408) 441-0311
(Telephone number, including area code,
of agent for service)
Copy to:
Khoa D. Do, Esq.
Jones Day
1755 Embarcadero Road
Palo Alto, CA 94303
(650) 739-3939
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the
following Registration Statements of Atmel Corporation, a Delaware Corporation (the “Company”), on Form S-8 (collectively,
the “Registration Statements”) filed by the Company with the Securities and Exchange Commission:
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Registration Statement No. 333-198877, registering a total of 98,504 shares of the Company’s common stock, $0.001 par
value (“Common Stock”), issuable in connection with assumed restricted stock units granted under the Newport Media,
Inc. 2005 Stock Incentive Plan and RSU Sub-Plan;
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§
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Registration Statement No. 333-189388, registering a total of 25,000,000 shares of Common Stock, $0.001 par value, for issuance
under the Atmel Corporation 2005 Stock Plan;
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§
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Registration Statement No. 333-187209, registering a total of 142,922 shares of Common Stock, $0.001 par value, issuable in
connection with the assumed stock options granted under the Ozmo, Inc. 2005 Equity Incentive Plan, and 301,677 shares of Common
Stock, $0.001 par value, issuable in connection with the assumed restricted stock units granted under the Ozmo, Inc. 2005 Equity
Incentive Plan;
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§
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Registration Statement No. 333-177902, registering a total of 19,000,000 shares of Common Stock, $0.001 par value, for issuance
under the Atmel Corporation 2005 Stock Plan;
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§
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Registration Statement No. 333-171262, registering a total of 25,000,000 shares of Common Stock, $0.001 par value, for issuance
under the Atmel Corporation 2010 Employee Stock Purchase Plan;
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§
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Registration Statement No. 333-151167, registering a total of 58,000,000 shares of Common Stock, $0.001 par value, for issuance
under the Atmel Corporation 2005 Stock Plan;
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Registration Statement No. 333-107899, registering a total of 20,000,000 shares of Common Stock, $0.001 par value, issuable
in connection with the 1996 Stock Plan, and 20,000,000 shares of Common Stock, $0.001 par value, issuable in connection with the
1991 Employee Stock Purchase Plan;
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§
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Registration Statement No. 333-88203, as amended, registering a total of 5,000,000 shares of Common Stock, $0.001 par value,
for issuance under the 1996 Stock Plan;
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§
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Registration Statement No. 333-71881, as amended, registering a total of 2,500,000 shares of Common Stock, no par value, for
issuance under the 1991 Employee Stock Purchase Plan;
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§
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Registration Statement No. 333-15823, registering a total of 4,000,000 shares of Common Stock, no par value, for issuance under
the 1996 Stock Plan;
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§
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Registration Statement No. 33-93662, registering a total of 1,500,000 shares of Common Stock, no par value, issuable in connection
with the 1986 Incentive Stock Option Plan, and 500,000 shares of Common Stock, no par value, issuable in connection with the 1991
Employee Stock Purchase Plan; and
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Registration Statement No. 33-39925, registering a total of 4,289,498 shares of Common Stock, no par value, for issuance under
the 1986 Incentive Stock Option Plan and the 1991 Employee Stock Purchase Plan.
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On April 4, 2016, pursuant to an Agreement
and Plan of Merger, dated as of January 19, 2016, by and among Microchip Technology Incorporated (“Microchip”), Hero
Acquisition Corporation (“Merger Sub”), an indirect wholly-owned subsidiary of Microchip, and the Company, Merger
Sub merged with and into the Company, with the Company surviving as an indirect wholly-owned subsidiary of Microchip (the “Merger”).
As a result of the Merger, the Company has terminated all
offerings of the Company’s securities pursuant to its existing registration statements under the Securities Act of 1933,
including the Registration Statements. In accordance with undertakings made by the Company in the Registration Statements to remove
from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain
unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company
registered but unsold under the Registration Statements, if any.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, 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 Post-Effective Amendment to the Registration Statements to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on April 4, 2016.
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ATMEL CORPORATION.
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By:
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/s/ J. Eric Bjornholt
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J. Eric Bjornholt
Vice President, Chief Financial Officer
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Note: No other person is required to sign this
Post-Effective Amendment to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.
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