-----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, P5a1Q4zTbD6bKKtB/j7stv9Ia6VuZfzvJBDJ4BqD/0BmaqBmFAcbKVVqYxMMqZaY SUxEunOGJnwiJ4HC7Ef+eA== 0000950147-97-000415.txt : 19970624 0000950147-97-000415.hdr.sgml : 19970624 ACCESSION NUMBER: 0000950147-97-000415 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970623 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROCHIP TECHNOLOGY INC CENTRAL INDEX KEY: 0000827054 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 860629024 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21184 FILM NUMBER: 97627879 BUSINESS ADDRESS: STREET 1: 2355 W CHANDLER BLVD CITY: CHANDLER STATE: AZ ZIP: 85224-6199 BUSINESS PHONE: 6017867200 MAIL ADDRESS: STREET 1: 2355 WEST CHANDLER BLVD CITY: CHANDLER STATE: AZ ZIP: 85224-6199 DEFA14A 1 FORM DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ x ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission [ ] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2)) [x] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 Microchip Technology Incorporated --------------------------------- (Name of Registrant as Specified In Its Charter) -------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [x] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: _________________. (2) Aggregate number of securities to which transaction applies: _________________. (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined: ______________________________________________________________________. (4) Proposed maximum aggregate value of transaction: _________________________________. (5) Total fee paid: ______________. [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount Previously Paid: _______________. (2) Form, Schedule or Registration Statement No.: ________________. (3) Filing Party: ________________. (4) Date Filed: __________________. June 20, 1997 Mr/Mrs. __________ XYZ Investment Co. Dear ________: We are sending the enclosed proxy materials to your personal attention due to the importance of one of the issues requiring stockholder approval. This concerns Proposal No. 3 in which Microchip is requesting approval for an increase to the Company's employee stock option program of two million shares, or 3.5% of the outstanding capital stock of the Company. As you are probably aware, Microchip has experienced extraordinary financial success since its initial public offering in March 1993, with a 1,600% increase in effective share price and market value over the subsequent four years. A key element of Microchip's growth and profitability strategy has been to grant employee stock options to the majority of its worldwide employees. Such stock options are initially characterized by vesting periods of four years, and additional options granted each year generally vest in the fifth year. This creates a long-term alignment of the interests of our employees to the interests of our stockholders. Our widespread use of stock options has allowed Microchip to maintain both its salary expenses and employee turnover substantially lower than most of our global competitors. The issue of employee retention is particularly keen at the present time. There is a growing shortage of skilled labor in the semiconductor industry. This is particularly true in the Phoenix metropolitan area, where Microchip's two wafer fabrication facilities are located, and in Taiwan, where a majority of the Company's testing resources are situated. The Phoenix high-technology labor market has been impacted by recent start-ups of large fabrication facilities by Intel, Motorola, SGS-Thomson and Sumitomo Sitix, as well as sophisticated recruiting efforts from competing fabs located throughout the western U.S. in California, Washington, Idaho, Utah and Texas. And, the Taiwan skilled labor market has been impacted primarily by the continued growth of numerous local semiconductor foundry operations and semiconductor assembly and test firms. In this environment, the use of our stock option program to recruit and retain skilled employees becomes even more critical. We and our Board believe that, in order to maintain our historical competitiveness in this market environment, it is vital that Microchip continues to use its long-term stock option program to retain and motivate our critical employee resources. Since Microchip did not request an increase last year in the number of shares eligible for grant under its employee stock option program, it is especially urgent that our stockholders do so this year. We ask you to ensure that your firm votes "YES" to approve the stock option increase proposed in this year's proxy. Your firm will also receive these materials from the normal proxy mailing service. However, for your convenience, we have also enclosed a duplicate proxy card. If you or your proxy personnel have any questions on this matter, please feel free to contact either of us directly. Sincerely, Steve Sanghi Philip Chapman President & Chief Executive Officer Chief Financial Officer 602-786-7380 602-786-7379 -----END PRIVACY-ENHANCED MESSAGE-----