Filed
pursuant to Rule 424(b)(7)
Registration
No. 333-149999
PROSPECTUS
SUPPLEMENT NO. 1
(TO
PROSPECTUS DATED March 31, 2008)
2.125%
Junior Subordinated Convertible Debentures due 2037
and
the Shares of Common Stock Issuable upon Conversion of the
Debentures
This
Prospectus Supplement No. 1 supplements the prospectus, dated March 31, 2008,
relating to the resale by selling securityholders of up to $1,150,000,000
aggregate principal amount of our 2.125% Junior Subordinated Convertible
Debentures due 2037 and the shares of common stock issuable upon conversion of
the debentures.
This
prospectus supplement should be read in conjunction with the prospectus, and is
qualified by reference to the prospectus, except to the extent that the
information presented herein supersedes the information contained in the
prospectus. This Prospectus Supplement No. 1 is not complete without,
and may not be delivered or utilized except in connection with, the prospectus,
including any amendments or supplements thereto.
Our
common stock is quoted on the Nasdaq Global Select Market under the symbol
“MCHP.” On
April 14, 2008, the last quoted sale price of our common stock was $33.02 per
share.
Investing
in the debentures or our common stock involves risks. See “Risk
Factors” beginning on page 7 of the prospectus dated March 31,
2008.
____________________________
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus
supplement or the prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
___________________________
The date
of this prospectus supplement is April 15, 2008.
We
originally issued the debentures to JP Morgan Securities Inc. and Morgan Stanley
& Co. Incorporated, referred to as the initial purchasers, in transactions
exempt from the registration requirements of the Securities Act. The debentures
were immediately resold by the initial purchasers to persons reasonably believed
by the initial purchasers to be “qualified institutional buyers” within the
meaning of Rule 144A under the Securities Act in transactions exempt from
registration under the Securities Act. Selling securityholders, including their
transferees, pledgees or donees or their successors, may from time to time offer
and sell the debentures and the common stock into which the debentures are
convertible. Our registration of the debentures and the shares of common stock
issuable upon conversion of the debentures does not necessarily mean that the
selling securityholders will sell all or any of the debentures or the common
stock. Except as set forth below, none of the selling securityholders has, or
within the past three years has had, any position, office or other material
relationship with us or any of our predecessors or affiliates.
The
information in the table appearing under the caption “Selling Securityholders”
in the prospectus dated March 31, 2008, is updated and supplemented by adding
the information below with respect to persons not previously listed in the
prospectus and by superseding the information with respect to persons previously
listed in the prospectus with the information set forth below. The
information is based on information provided by or on behalf of the selling
securityholders, and we have not independently verified this information. We
have assumed for purposes of the table below that the selling securityholders
will sell all of the debentures and all of the common stock issuable upon
conversion of the debentures pursuant to the prospectus and this prospectus
supplement, and that any other shares of our common stock beneficially owned by
the selling securityholders will continue to be beneficially owned.
Information
about the selling securityholders may change over time. In particular, the
selling securityholders identified below may have sold, transferred or otherwise
disposed of all or a portion of their debentures since the date on which they
provided to us information regarding their debentures. Any changed or new
information given to us by the selling securityholders will be set forth in
additional supplements to the prospectus or amendments to the registration
statement of which the prospectus is a part, if and when necessary.
The
percentage of debentures outstanding beneficially owned by each selling
securityholder is based on $1,150,000,000 aggregate principal amount of 2.125%
Junior Subordinated Debentures due 2037.
2.125%
Junior Subordinated Convertible Debentures Due 2037
Selling
Securityholder Table – Updated April 15, 2008
|
Name
of Selling
Securityholder
|
Principal
Amount
of
Debentures Beneficially
Owned and
Offered
(USD)
|
Percentage
of
Debentures Outstanding
(%)
|
Number
of Shares
of
Common Stock Beneficially Owned
(1)(2)
|
Number
of
Shares
of
Common
Stock Offered (1)
|
Number
of Shares of Common Stock Beneficially Owned
after
the Offering
(2)(5)
|
Natural
Person(s)
with
Voting or Investment Power
|
|
Bank
of America Pension Plan
|
8,200,000
|
*
|
242,508
|
242,508
|
0
|
Scott
Lange
|
|
BMO
Nesbitt Burns Inc. (#)
|
*
|
177,445
|
177,445
|
0
|
Stephen
Church
|
|
|
DeepRock
& Co.
|
1,950,000
|
*
|
57,669
|
57,669
|
0
|
Scott
Lange
|
|
Equity
Overlay Fund, LLC
|
3,100,000
|
*
|
91,680
|
91,680
|
0
|
Scott
Lange
|
|
FIST
Convertible Secs Fd.
|
25,000,000
|
2.17%
|
739,355
|
739,355
|
0
|
|
|
Franklin
Strategic Income Fund
|
7,000,000
|
*
|
207,019
|
207,019
|
0
|
|
|
Franklin
Strategic Income Fund
|
1,700,000
|
*
|
50,276
|
50,276
|
0
|
|
|
Franklin
Templeton Total Return FDP Fund
|
500,000,000
|
43.48%
|
14,787,100
|
14,787,100
|
0
|
|
|
Franklin
Total Return Fund
|
3,000,000
|
*
|
88,722
|
88,722
|
0
|
|
|
FTIF
Franklin Strategic Income Fund
|
70,000,000
|
6.09%
|
2,070,197
|
2,070,197
|
0
|
|
|
FTIF
Franklin US Total Return Fund
|
150,000,000
|
13.04%
|
4,436,130
|
4,436,130
|
0
|
|
|
FTIF
Templeton Global Total Return Fund
|
5,000,000
|
*
|
147,871
|
147,871
|
0
|
|
|
FTVIP
Franklin Strategic Income Securities Fund
|
2,500,000
|
*
|
73,935
|
73,935
|
0
|
|
|
Guggenheim
Portfolio Company XXXI, LLC
|
3,410,000
|
*
|
100,848
|
100,848
|
0
|
|
|
HFR
RVA Combined Master Trust
|
1,462,000
|
*
|
43,237
|
43,237
|
0
|
|
|
Institutional
Benchmark Series (Master Feeder) Ltd., in respect of Camden Convertible
Arbitrage Series
|
3,300,000
|
*
|
97,594
|
97,594
|
0
|
Scott
Lange
|
|
John
Deere Pension Trust
|
2,750,000
|
*
|
81,329
|
81,329
|
0
|
Scott
Lange
|
|
Magnetar
Capital Master Fund, Ltd.
|
125,000,000
|
10.87%
|
3,696,775
|
3,696,775
|
0
|
(19)
|
|
Peoples
Benefit Life Insurance Company Teamsters
|
28,600,000
|
2.49%
|
845,822
|
845,822
|
0
|
Scott
Lange
|
|
Redbourn
Partners Ltd.
|
25,300,000
|
2.20%
|
748,227
|
748,227
|
0
|
Scott
Lange
|
|
Retail
Clerks Pension Trust #1
|
3,600,000
|
*
|
106,467
|
106,467
|
0
|
Scott
Lange
|
|
Retail
Clerks Pension Trust #2
|
3,200,000
|
*
|
94,637
|
94,637
|
0
|
Scott
Lange
|
|
Name
of Selling
Securityholder
|
Principal
Amount
of
Debentures Beneficially
Owned and
Offered
(USD)
|
Percentage
of Debentures Outstanding (%)
|
Number
of Shares
of
Common Stock
Beneficially
Owned
(1)(2)
|
Number
of
Shares
of
Common
Stock
Offered
(1)
|
Number
of Shares
of
Common
Stock Beneficially Owned
after
the Offering
(2)(5)
|
Natural
Person(s) with Voting or Investment Power
|
|
Whitebox
Convertible Arbitrage Partners, LP
|
32,063,000
|
2.79%
|
948,237
|
948,237
|
0
|
|
|
Whitebox
Diversified Convertible Arbitrage Partners, LP
|
6,525,000
|
*
|
192,971
|
192,971
|
0
|
|
|
Total
|
1,018,660,000
|
88.52%
|
30,126,051
|
28,840,758
|
0
|
_________________________
|
*
|
Less
than one percent (1%).
|
|
#
|
The
selling securityholder is a registered broker-dealer
|
|
+
|
The
selling securityholder is an affiliate of a registered
broker-dealer
|
|
(1)
|
Assumes
conversion of all of the holder’s debentures at a conversion rate of
29.5742 shares of common stock per $1,000 principal amount at maturity of
the debentures. This conversion rate is subject to adjustment as described
under “Description of Debentures—Conversion Rights.” As a result, the
number of shares of common stock issuable upon conversion of the
debentures may increase or decrease in the future. Further, pursuant to
the terms of the debentures, upon conversion, we will deliver shares of
our common stock, cash or a combination thereof, at our option.
Accordingly, the number of shares of our common stock we actually deliver
upon conversion of any debentures could be lower than the numbers shown
for any holder of debentures in this table above. Excludes shares of
common stock that may be issued by us upon the repurchase of the
debentures as described under “Description of Debentures—Repurchase of the
Debentures by Us at the Option of Holders Upon a Fundamental Change” and
fractional shares. Holders will receive a cash adjustment for any
fractional share amount resulting from conversion of the debentures, as
described under “Description of Debentures—Conversion
Rights.”
|
|
(2)
|
The
number of shares of common stock beneficially owned by each holder named
above is less than 1% of our outstanding common stock, with the exception
of (i) Franklin Templeton Total Return FDP Fund, a holder beneficially
owning 7.26% of our outstanding common stock, (ii) FTIF Franklin Strategic
Income Fund, a holder beneficially owning 1.08% of our outstanding common
stock, (iii) FTIF Franklin US Total Return Fund, a holder beneficially
owning 2.30% of our outstanding common stock, and (iv) Magnetar Capital
Master Fund, Ltd., a holder beneficially owning 1.92% of our outstanding
common stock, each calculated based on 188,804,070 shares of common stock
outstanding as of February 1, 2008. In calculating this amount for
each holder, we treated as outstanding the number of shares of common
stock issuable upon conversion of all of that holder’s debentures, but we
did not assume conversion of any other holder’s
debentures.
|
|
(3)
|
The
selling securityholder has informed us that there are no natural persons
with voting or investment power over the debentures and common stock
issuable upon conversion of the debentures.
|
|
(4)
|
Information
concerning named selling securityholders or future transferees, pledgees
or donees of or from any such securityholder will be set forth in
supplements to the prospectus, absent circumstances indicating the change
is material. In addition, post-effective amendments to the registration
statement, of which the prospectus is a part, will be filed to disclose
any material changes to the plan of distribution from the description in
the final prospectus, or additions or changes with respect to unnamed
selling securityholders or future transferees, pledgees or donees from
such unnamed holders.
|
|
(5)
|
For
the purposes of computing the number and percentage of debentures and
shares to be held by the selling shareholders after the conclusion of the
offering, we have assumed for purposes of the table above that the selling
security holders named above will sell all of the debentures and all of
the common stock issuable upon conversion of the debentures offered by the
prospectus, and that any other shares of our common stock beneficially
owned by these selling security holders will continue to be beneficially
owned. We also assume that unnamed holders of debentures, or
any future transferees, pledges, donees or successors of or from any such
holder, do not beneficially own any common stock other than that issuable
upon conversion of the debentures.
|
|
(19)
|
Magnetar
Financial LLC is the investment advisor of Magnetar Capital Master Fund,
Ltd. (“Magnetar Master Fund”) and consequently has voting control and
investment discretion over securities held by Magnetar Master Fund.
Magnetar Financial LLC disclaims beneficial ownership of the shares held
by Magnetar Master Fund. Alec Litowitz has voting control over
Supernova Management LLC, the general partner of Magnetar Capital Partners
LP, the sole managing member of Magnetar Financial LLC. As a result,
Mr. Litowitz may be considered the beneficial owner of any shares
deemed to be beneficially owned by Magnetar Financial LLC.
Mr. Litowitz disclaims beneficial ownership of these
shares.
|
Beneficial
ownership is determined under the rules of the SEC, and generally includes
voting or investment power with respect to securities.