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)
November
12, 2008
 MICROCHIP
TECHNOLOGY INCORPORATED
(Exact
Name Of Registrant As Specified In Its
Charter)
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Delaware
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0-21184
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86-0629024
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(State
Or Other Jurisdiction Of Incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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2355
West Chandler Boulevard, Chandler, Arizona 85224-6199
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(Address
Of Principal Executive Offices)
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(480)
792-7200
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(Registrant’s
Telephone Number, Including Area
Code)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
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¨ Written communications pursuant to Rule
425 under the Securities Act (17 CFR
230.425)
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ý Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other Events
On November 12, 2008,
Microchip Technology Incorporated (“Microchip”) and ON
Semiconductor Corporation (“ON
Semiconductor”) issued a joint press release relating to their previously
announced acquisition proposal for Atmel Corporation. The press
release is attached to this Current Report as Exhibit 99.1 and is incorporated
herein by reference.
Item
9.01. Financial
Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
No.
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Description
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99.1
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Microchip
and ON Semiconductor Joint Press Release, dated November 12,
2008
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2
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.
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Dated:
November 12, 2008
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Microchip
Technology Incorporated
(Registrant)
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By: /s/ Gordon W.
Parnell
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Gordon
W. Parnell
Vice
President, Chief Financial Officer
(Principal
Accounting and Financial Officer)
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3
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INDEX
TO EXHIBITS
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Exhibit
No.
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Description
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99.1
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Microchip
and ON Semiconductor Joint Press Release, dated November 12,
2008
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4