0000088941-24-000088 S-8 4 20240628 20240628 20240628 SEMTECH CORP 0000088941 3674 04 Manufacturing 952119684 DE 0126 S-8 33 333-280589 241086419 200 FLYNN ROAD CAMARILLO CA 93012-8790 8054982111 200 FLYNN ROAD CAMARILLO CA 93012-8790 S-8 1 a2024forms-8registrationst.htm S-8 As filed with the Securities and Exchange Commission on June 28, 2024 Registration No. 333- UNITED STATES 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 of (IRS Employer incorporation of organization) Identification No.) 200 Flynn Road Camarillo, California 93012-8790 (Address, including zip code, of Principal Executive Offices) 2017 Long-Term Equity Incentive Plan (Full title of the plan) Hong Q. Hou President and Chief Executive Officer Semtech Corporation 200 Flynn Road Camarillo, California 93012-8790 (805) 498-2111 (Name, address and telephone number, including area code, of agent for service) COPY TO: Jeffrey Walbridge, Esq. O’Melveny & Myers LLP 610 Newport Center Drive, Suite 1700 Newport Beach, California 92660 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ? Accelerated filer ? Non-accelerated filer ? (Do not check if a smaller reporting company) Smaller reporting company ? Emerging growth company ? If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ? -------------------------------------------------------------------------------- EXPLANATORY NOTE This Registration Statement is filed by Semtech Corporation (the “Company” or “Registrant”) to register additional securities issuable pursuant to the Semtech Corporation 2017 Long-Term Equity Incentive Plan, as amended and restated, and consists of only those items required by General Instruction E to Form S-8. -------------------------------------------------------------------------------- PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference The following documents of the Company filed with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference: (a) The Company’s Registration Statements on Form S-8, filed with the Commission on November 29, 2017 (Commission File No. 333-221810) and December 6, 2023 (Commission File No. 333-275920); (b) The Company’s Annual Report on Form 10-K for its fiscal year ended January 28, 2024, filed with the Commission on March 28, 2024 (Commission File No. 001-06395); (c) The portions of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 26, 2024 , that are incorporated by reference in Part III of the Company’s Annual Report on Form 10-K for its fiscal year ended January 28, 2024 (Commission File No. 001-06395); (d) The Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended April 28, 2024, filed with the Commission on June 5, 2024 (Commission File No. 001-06395); (e) The Company’s Current Reports on Form 8-K, filed with the Commission on June 7, 2024 (with respect to Item 5.02 only and as amended by the Form 8-K/A, filed with the Commission on June 13, 2024 ) and June 13, 2024 (each of the foregoing, Commission File No. 001-06395 and in each case only as to the information “filed” with the Commission thereunder for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and not as to information “furnished” thereunder); and (f) The description of the Company’s Common Stock par value $0.01 per share (the “Common Stock”), contained in its Registration Statement on Form 8-A, filed with the Commission on July 16, 1998 (Commission File No. 000-14663), as modified by the description of the Common Stock contained in Exhibit 4.1 to the Company’s Annual Report on Form 10-K for its fiscal year ended January 26, 2020, filed with the Commission on March 20, 2020 (each, Commission File No. 001-06395), and any other amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby 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 filing of such documents; provided, however, that documents or information deemed to have been -------------------------------------------------------------------------------- furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement. Item 5. Interests of Named Experts and Counsel Not applicable. Item 8. Exhibits See the attached Exhibit Index at page 7, which is incorporated herein by reference. -------------------------------------------------------------------------------- EXHIBIT INDEX Exhibit Number Description of Securities 4 Semtech Corporation 2017 Long-Term Equity Incentive Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on June 13, 2024 (Commission File No. 001-06395) and incorporated herein by this reference. 5 Opinion of O’Melveny & Myers LLP (opinion re legality). 23.1 Consent of Independent Registered Public Accounting Firm. 23.2 Consent of Counsel (included in Exhibit 5). 24 Power of Attorney (included in this Registration Statement under “Signatures”). 107 Filing Fee Table. -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Act, 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 Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Camarillo, State of California, on June 28, 2024. SEMTECH CORPORATION By: /s/ Hong Q. Hou Hong Q. Hou President and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Hong Hou and Mark Lin, and each of them, acting individually and without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Hong Q. Hou President, Chief Executive Officer and Director June 28, 2024 Hong Q. Hou (Principal Executive Officer) Executive Vice President and Chief Financial June 28, 2024 /s/ Mark Lin Officer Mark Lin (Principal Financial and Accounting Officer) /s/ Martin S.J. Burvill Director June 28, 2024 Martin S.J. Burvill /s/ Rodolpho C. Cardenuto Director June 28, 2024 Rodolpho C. Cardenuto /s/ Gregory M. Fischer Director June 28, 2024 Gregory M. Fischer /s/ Saar Gillai Director June 28, 2024 Saar Gillai -------------------------------------------------------------------------------- Signature Title Date /s/ Rockell N. Hankin Director June 28, 2024 Rockell N. Hankin /s/ Ye Jane Li Director June 28, 2024 Ye Jane Li /s/ Paula LuPriore Director June 28, 2024 Paula LuPriore /s/ Julie Garcia Ruehl Director June 28, 2024 Julie Garcia Ruehl /s/ Paul V. Walsh, Jr. Director June 28, 2024 Paul V. Walsh, Jr. EX-5 2 exhibit5to2024forms-8regis.htm EX-5 EXHIBIT 5 O’Melveny & Myers LLP June 28, 2024 Semtech Corporation 200 Flynn Road Camarillo, California 93012-8790 Re: Registration of Securities of Semtech Corporation Ladies and Gentlemen: In connection with the registration of up to 2,640,000 shares of Common Stock of Semtech Corporation, a Delaware corporation (the “Company”), par value $0.01 per share (the “Shares”), under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission on or about the date hereof, such Shares to be issued or delivered pursuant to the Company’s 2017 Long-Term Equity Incentive Plan, as amended and restated (the “Plan”), you have requested our opinion set forth below. In our capacity as counsel, we have examined originals or copies of those corporate and other records of the Company we considered appropriate. On the basis of such examination and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued in accordance with such authorization, the provisions of the Plan and relevant agreements duly authorized by and in accordance with the terms of the Plan, and upon payment for and delivery of the Shares as contemplated in accordance with the Plan, and either (a) the countersigning of the certificate or certificates representing the Shares by a duly authorized signatory of the registrar for the Company’s Common Stock, or (b) the book-entry of the Shares by the transfer agent for the Company’s Common Stock in the name of The Depository Trust Company or its nominee, the Shares will be validly issued, fully paid and non-assessable. We consent to your filing this opinion as an exhibit to the Registration Statement. Respectfully submitted, /s/ O’Melveny & Myers LLP EX-23.1 3 exhibit231auditorconsentfo.htm EX-23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 28, 2024, relating to the financial statements of Semtech Corporation and the effectiveness of Semtech Corporation’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Semtech Corporation for the year ended January 28, 2024. /s/ Deloitte & Touche LLP Los Angeles, California June 28, 2024 EX-FILING FEES 4 exhibit107calculationoffil.htm EX-FILING FEES EXHIBIT 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Semtech Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Fee Amount Proposed Maximum Maximum Aggregate Fee Rate Amount of Registration Fee Title (1) Calculation Rule Registered (1) Offering Price Offering Price (2) Per Unit (2) Equity Common Stock par value Rule 457(c) and Rule 457(h) 2,640,000 $28.92 $76,348,800 0.0001476 $11,269.08 $0.01 per share, issuable pursuant to the Registrant’s 2017 Long-Term Equity Incentive Plan Total Offering Amounts $76,348,800 $11,269.08 Total Fee Offsets $0 Net Fee Due $11,269.08 (1)This Registration Statement covers, in addition to the number of shares of Semtech Corporation, a Delaware corporation (the “Company” or the “Registrant”), common stock, par value $0.01 per share (the “Common Stock”), stated above, options and other rights to purchase or acquire the shares of Common Stock covered by this Registration Statement and, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), an additional indeterminate number of shares, options and rights that may be offered or issued pursuant to the Semtech Corporation 2017 Long-Term Equity Incentive Plan, as amended and restated (the “Plan”), as a result of one or more adjustments under the Plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions. (2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The offering price per share and the aggregate offering price are based upon the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq Global Select Market on June 27, 2024, in accordance with Rule 457(c) of the Securities Act.