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)
January
31, 2007
 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
(Address
Of Principal Executive Offices)
(480)
792-7200
(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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¨
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
1.01 Entry
into a Material Definitive Agreement
On
January 29, 2007, the Board of Directors of Microchip Technology Incorporated
(the “Company”) approved an amendment to that certain Amended and Restated
Preferred Shares Rights Agreement dated as of October 11, 1999 between the
Company and Norwest Bank Minnesota, N.A. (the “Rights Agreement”). The purpose
of the amendment was to change the definition of “Acquiring Person” in the
Rights Agreement to raise the ownership percentage for purposes of such
definition from 15% to 18%. This amendment was not in response to any proposal
to acquire control of the Company.
The
text
of the amendment will be filed as an exhibit to the Company’s Annual Report on
Form 10-K for the fiscal year ended March 31, 2007.
Item
2.02. Results
of Operations and Financial Condition.
The
information pursuant to Item 2.02 in this report on Form 8-K is being furnished
as contemplated by General Instruction B(2) to Form 8-K and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of
1934, as amended, or otherwise subject to the liabilities of that
Section.
On
January 31, 2007, the Company announced its results of operations for the
quarter ended December 31, 2007. The complete release is attached to this
report
as Exhibit 99.1.
Item
3.03 Material
Modification to Rights of Security Holders
See
disclosure under Item 1.01 hereof.
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On
January 29, 2007, the Company’s Board of Directors approved an amendment to
Article VIII, Section 8.10 of the Company’s bylaws to address the transfer of
shares which are uncertificated.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
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3.1
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Amended
and Restated Bylaws of Microchip Technology Incorporated, as amended
on
January 29, 2007
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99.1
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January
31, 2007 Press Release: Microchip
Technology Announces Net Sales and Net Income For Third Quarter
Fiscal
Year 2007 and Record Quarterly Cash
Dividend
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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:
January 31, 2007
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Microchip
Technology Incorporated
(Registrant)
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By: /s/
GordonW.
Parnell
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Gordon
W. Parnell
Vice
President, Chief Financial Officer
(Principal
Accounting and Financial Officer)
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3
EXHIBITS
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3.1
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Amended
and Restated Bylaws of Microchip Technology Incorporated, as amended
on
January 29, 2007
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99.1
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January
31, 2007 Press Release: Microchip
Technology Announces Net Sales and Net Income For Third Quarter
Fiscal
Year 2007 and Record Quarterly Cash
Dividend
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4