Filed
pursuant to Rule 424(b)(7)
Registration
No. 333-149999
PROSPECTUS
SUPPLEMENT NO. 3
(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. 3 supplements the prospectus, dated March 31, 2008, as
supplemented by those prospectus supplements, dated April 15, 2008 and April 17,
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
previous prospectus supplements, and is qualified by reference to the prospectus
and previous prospectus supplements, except to the extent that the information
presented herein supersedes the information contained in the prospectus or
previous prospectus supplements. This Prospectus Supplement No. 3 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
May 14, 2008, the last quoted sale price of our common stock was $36.76 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, previous prospectus supplements or the prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
___________________________
The date
of this prospectus supplement is May 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 or previous prospectus supplements and by superseding the information
with respect to persons previously listed in the prospectus or previous
prospectus supplements 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 May 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
|
||||||||||||||||||
|
Brookline
Avenue Master Fund, L.P.
|
3,000,000 | * | 89,509 | 89,509 | 0 | (31) | ||||||||||||||||||
|
CC
Arbitrage, Ltd. (+)
|
11,500,000 | 1.00 | % | 343,120 | 343,120 | 0 | (32) | |||||||||||||||||
|
Chrysler
LLC Master Retirement Trust / Palisade Fixed Income
|
2,290,000 | * | 68,325 | 68,325 | 0 |
Jack
Feiler
|
||||||||||||||||||
|
Citadel
Equity Fund Ltd. (+)
|
155,000,000 | 13.48 | % | 4,624,673 | 4,624,673 | 0 | (34) | |||||||||||||||||
|
DBAG
London (+)
|
127,913,000 | 11.12 | % | 3,816,489 | 3,816,489 | 0 | (16) | |||||||||||||||||
|
Ellington
Overseas Partners, Ltd.
|
46,600,000 | 4.05 | % | 1,390,385 | 1,390,385 | 0 | (33) | |||||||||||||||||
|
Florida
Power and Light Group Employee Pension Plan / Palisade Fixed
Income
|
710,000 | * | 21,183 | 21,183 | 0 |
Jack
Feiler
|
||||||||||||||||||
|
Highbridge
International LLC
|
60,000,000 | 5.22 | % | 1,790,196 | 1,790,196 | 0 | (17) | |||||||||||||||||
|
J.P.
Morgan Securities Inc. (#)
|
1,200,000 | * | 35,803 | 35,803 | 3,699 |
Bradford
Crouch
(29)
|
||||||||||||||||||
|
Wachovia
Capital Markets LLC (#)
|
10,090,000 | * | 301,051 | 301,051 | 0 | (28) | ||||||||||||||||||
________________________
|
*
|
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
29.8366 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
|
(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) Citadel Equity Fund Ltd., a holder beneficially owning 2.39% of our
outstanding common stock, and (ii) DBAG London, a holder beneficially
owning 1.98% 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
securityholders 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 securityholders 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.
|
|
(17)
|
Highbridge
Capital Management, LLC is the trading manager of Highbridge International
LLC and has voting control and investment discretion over the securities
held by Highbridge International LLC. Glenn Dubin and Henry Swieca
control Highbridge Capital Management, LLC and have voting control and
investment discretion over the securities held by Highbridge International
LLC. Each of Highbridge Capital Management, LLC, Glenn Dubin and
Henry Swieca disclaims beneficial ownership of the securities held by
Highbridge International LLC.
|
|
(28)
|
The
selling securityholder is a wholly-owned subsidiary of Wachovia
Corporation, which is a publicly-traded entity.
|
|
(29)
|
The
selling securityholder acted as sole book-running manager for this
issue.
|
|
(31)
|
Richard
M. Morano II and Charles B. Slotnik are the sole members of Kenmore Square
LLC, the general partner of Brookline Avenue Partners,
LP. Brookline Avenue Partners, LP is the investment manager of
the selling securityholder.
|
|
(32)
|
As
investment manager under a management agreement, Castle Creek Arbitrage
LLC may exercise dispositive and voting power with respect to the
securities owned by the selling securityholder. Castle Creek
Arbitrage LLC disclaims beneficial ownership of such
securities. Daniel Asher and Allan Weine are the managing
members of Castle Creek Arbitrage LLC. Messrs. Asher and Weine
disclaim beneficial ownership of the securities owned by the selling
securityholder.
|
|
(33)
|
Ellington
Management Group, LLC is the investment advisor of the selling
securityholder. Michael Vranos, as principal of Ellington
Management Group, LLC, has voting and investment control of the securities
offered hereby. Mr. Vranos disclaims beneficial ownership over
the securities except to the extent of any indirect ownership interest he
may have in such securities through his economic participating in the
selling securityholder.
|
|
(34)
|
Citadel
Limited Partnership (“CLP”) is the trading manager of Citadel Equity Fund
Ltd. and consequently has investment discretion over securities held by
Citadel Equity Fund Ltd. Citadel Investment Group, L.L.C.
(“CIG”) controls CLP. Kenneth C. Griffin controls CIG and
therefore has ultimate investment discretion over securities held by
Citadel Equity Fund Ltd. CLP, CIG and Mr. Griffin each disclaim
beneficial ownership of the shares held by Citadel Equity Fund
Ltd.
|
Beneficial
ownership is determined under the rules of the SEC, and generally includes
voting or investment power with respect to securities.
None of
the selling securityholders who are affiliates of broker-dealers purchased the
securities outside of the ordinary course of business or, at the time of the
purchase of the securities, had any agreements or understandings, directly or
indirectly, with any person to distribute the securities.
3