As filed with the Securities and Exchange Commission
on July 23, 2024
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALLEGRO MICROSYSTEMS, INC.
(Exact Name of Registrant as Specified in Its
Charter)
| Delaware |
|
46-2405937 |
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S. Employer
Identification Number) |
| |
955 Perimeter Road
Manchester, New Hampshire 03103
(603) 626-2300 |
|
| (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
Sharon S. Briansky
Senior Vice President, General Counsel and Secretary
Allegro MicroSystems, Inc.
955 Perimeter Road
Manchester, New Hampshire 03103
(603) 626-2300
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent For Service)
Copies to:
Thomas J. Malone, Esq.
Derek Dostal, Esq.
Michael Davis, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form
are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant
to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant
to Rule 413(b) under the Securities Act, check the following box. ☐
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.
| 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 comply with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
Prospectus
Allegro MicroSystems, Inc.
Common Stock
Preferred Stock
Debt Securities
Warrants
Purchase Contracts
Units
Common Stock
Offered by the Selling Securityholders
We may offer and sell the securities identified
above, and the selling securityholders may offer and sell shares of our common stock, in each case from time to time in one or more offerings.
This prospectus provides you with a general description of the securities. We will not receive any proceeds from the sale of our common
stock by the selling securityholders.
Each time we or any of the selling securityholders
offer and sell securities, we or such selling securityholders will provide a supplement to this prospectus that contains specific information
about the offering and, if applicable, the selling securityholders, as well as the amounts, prices and terms of the securities. The supplement
may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this
prospectus and the applicable prospectus supplement before you invest in any of our securities.
We may offer and sell the securities described
in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers,
or through a combination of these methods. In addition, the selling securityholders may offer and sell shares of our common stock from
time to time, together or separately. If any underwriters, dealers or agents are involved in the sale of any of the securities, their
names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable
from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this
Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus
and the applicable prospectus supplement describing the method and terms of the offering of such securities.
INVESTING IN OUR SECURITIES INVOLVES RISKS.
SEE THE “RISK FACTORS” ON PAGE 6 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT
CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.
Our common stock is listed on the Nasdaq Global
Select Market under the symbol “ALGM.” On July 22, 2024, the last reported sale price of our common stock on the Nasdaq
Global Select Market was $28.89 per share.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
The date of this prospectus is July 23,
2024.
table
of contents
Page
About This Prospectus
This prospectus is part of a registration statement
that we filed with the U.S. Securities and Exchange Commission, or the SEC, as a “well-known seasoned issuer” as defined in
Rule 405 under the Securities Act of 1933, as amended, or the Securities Act, using a “shelf” registration process. By using
a shelf registration statement, we may sell securities from time to time and in one or more offerings, and the selling securityholders
to be named in a supplement to this prospectus may sell shares of common stock from time to time in one or more offerings, in each case,
as described in this prospectus. Each time that we or the selling securityholders offer and sell securities, we or the selling securityholders
will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold
and the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain
material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or change
information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this
prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing
prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus
supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Where
You Can Find More Information; Incorporation by Reference.”
Neither we, nor the selling securityholders, have
authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any
applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We
and the selling securityholders take no responsibility for, and can provide no assurance as to the reliability of, any other information
that others may give you. We and the selling securityholders will not make an offer to sell these securities in any jurisdiction where
the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus
supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any applicable
free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference
is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition,
results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus
supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that
are based on independent industry publications and other publicly available information. Although we believe these sources are reliable,
we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition,
the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement
or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change
based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable
prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated
by reference into this prospectus. Accordingly, investors should not place undue reliance on this information.
When we refer to “Allegro,” “we,”
“our,” “us” and the “Company” in this prospectus, we mean Allegro MicroSystems, Inc., unless otherwise
specified. When we refer to “you,” we mean the potential holders of the applicable series of securities.
Trademarks, Trade
Names and Service Marks
This prospectus includes our trademarks, trade
names and service marks, including, without limitation, “Allegro MicroSystems®,” “Allegro®”
and our logo, which are protected under applicable intellectual property laws and are our property. This prospectus also contains trademarks,
trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks,
trade names and service marks referred to, or incorporated by reference, in this prospectus may appear without the ®, TM
or SM symbols, but such references are not intended to indicate, in any way, that we or the applicable owner will not assert,
to the fullest extent permitted under applicable law, our or its rights or the right of any
applicable licensor to these trademarks, trade names
and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and
such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.
Where You Can Find
More Information; Incorporation by Reference
Available Information
We file reports, proxy statements and other information
with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information about issuers,
such as us, who file electronically with the SEC. The address of that website is http://www.sec.gov.
Our website address is www.allegromicro.com/en.
The information contained on, or that can be accessed through, our website is not incorporated by reference in this prospectus and does
not form a part of this prospectus.
This prospectus and any prospectus supplement
are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement.
The full registration statement may be obtained from the SEC or us, as provided below. Forms of the indenture and other documents establishing
the terms of the offered securities are or may be filed as exhibits to the registration statement or documents incorporated by reference
in the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries, and each
statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a
more complete description of the relevant matters. You may inspect a copy of the registration statement through the SEC’s website,
as provided above.
Incorporation by Reference
The SEC’s rules allow us to “incorporate
by reference” information into this prospectus, which means that we can disclose important information to you by referring you to
another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and
subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in
this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference modifies
or replaces that statement.
This prospectus and any accompanying prospectus
supplement incorporate by reference the documents set forth below that have previously been filed with the SEC:
| · | Our Annual Report on Form 10-K for the year ended March 29, 2024, filed with the SEC on May 23, 2024. |
| · | The information specifically incorporated by reference into Part III of our Annual Report on Form 10-K for the year ended March 29,
2024 from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on June 26, 2024. |
| · | Our Current Reports on Form 8-K filed with the SEC on April
3, 2024 (excluding information furnished pursuant to Item 7.01), April
25, 2024 and July 23, 2024 (excluding information furnished pursuant to Items
2.02 and 7.01).
|
| · | The description of our common stock contained in our Registration Statement on Form 8-A (File No. 001-39675), filed with the SEC on
October 29, 2020, and any amendment or report filed with the SEC for the purpose of updating the description. |
All reports and other documents we subsequently
file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange
Act” in this prospectus, prior to the termination of this offering, but excluding any information furnished to, rather than filed
with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the
filing of such reports and documents.
You may request a free copy of any of the documents
incorporated by reference in this prospectus by writing or telephoning us at the following address:
Allegro MicroSystems, Inc.
955 Perimeter Road
Manchester, New Hampshire 03103
(603) 626-2300
Exhibits to the filings will not be sent, however,
unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement.
The Company
We are a leading
global designer, developer, fabless manufacturer and marketer of sensor integrated circuits (“ICs”) and application-specific
analog power ICs enabling the most important emerging technologies in the automotive and industrial markets. We are a leading supplier
of magnetic sensor IC solutions worldwide based on market share, driven by our market leadership in the automotive market. Our products
are foundational to automotive and industrial electronic systems. Our sensor ICs enable our customers to precisely measure motion, speed,
position and current, while our power ICs include high-temperature and high-voltage capable motor drivers, power management ICs, light
emitting diode driver ICs and isolated gate drivers. We believe that our technology expertise, combined with our deep applications knowledge
and strong customer relationships, enable us to develop solutions that provide more value to customers than typical ICs. Compared to a
typical IC, our solutions are more integrated, intelligent and sophisticated for complex applications and easier for customers to use.
We were incorporated in the State of Delaware
in March 2013 under the name Sanken North America, Inc. and, in April 2018, changed our name to Allegro MicroSystems, Inc. Our principal
executive offices are located at 955 Perimeter Road, Manchester, New Hampshire 03103. Our telephone number is (603) 626-2300, and our
website address is www.allegromicro.com/en. The information contained on, or that can be accessed through, our website is not incorporated
by reference in this prospectus and does not form a part of this prospectus. You should not consider information contained on our website
to be part of this prospectus in deciding whether to purchase our securities.
Risk Factors
Investment in any securities offered pursuant
to this prospectus and the applicable prospectus supplement involves risks. You should carefully consider the risk factors incorporated
by reference into this prospectus from our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or
Current Reports on Form 8-K that we file after the date of this prospectus, and all other information contained or incorporated by reference
into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained
in the applicable prospectus supplement and any applicable free writing prospectus before acquiring any of such securities. The occurrence
of any of these risks might cause you to lose all or part of your investment in the offered securities.
Special Note Regarding
Forward-Looking Statements
This prospectus and the documents incorporated
by reference herein contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We
intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section
27A of the Securities Act and, as applicable, Section 21E of the Exchange Act. All statements other than statements of historical facts
contained, or incorporated by reference in, this prospectus, may be forward-looking statements. These statements involve known and unknown
risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different
from any future results, performance or achievements expressed or implied by the forward-looking statements.
Statements regarding our future results of operations
and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements
regarding the liquidity, growth and profitability strategies and factors and trends affecting our business are forward-looking statements.
Without limiting the foregoing, in some cases, you can identify forward-looking statements by terms such as “aim,” “may,”
“will,” “should,” “expect,” “exploring,” “plan,” “anticipate,”
“could,” “intend,” “target,” “project,” “contemplate,” “believe,”
“estimate,” “predict,” “potential,” “seek,” or “continue” or the negative
of these terms or other similar expressions, although not all forward-looking statements contain these words. No forward-looking statement
is a guarantee of future results, performance, or achievements, and one should avoid placing undue reliance on such statements.
Forward-looking statements are based on our management’s
beliefs and assumptions and on information currently available to us. Such beliefs and assumptions may or may not prove to be correct.
Additionally, such forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, and actual
results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but
not limited to, those identified in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, as updated by our subsequent filings under the Exchange Act and in our other filings with the SEC, that may cause
our actual results, performance or achievements to differ materially and adversely from those expressed or implied by the forward-looking
statements.
Moreover, we operate in an evolving environment.
New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and
uncertainties.
You should read this prospectus and the documents
referred to herein completely and with the understanding that our actual future results may be materially different from what we expect.
We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we do not plan
to publicly update or revise any forward-looking statements, whether as a result of any new information, future events or otherwise.
Use of Proceeds
We intend to use the net proceeds from the sale
of the securities as set forth in the applicable prospectus supplement. We will not receive any of the proceeds from the sale of common
stock being offered by any of the selling securityholders.
Description of
Capital Stock
The following summary includes a brief description
of the common stock, par value $0.01 per share (“Common Stock”) of Allegro MicroSystems, Inc., a Delaware corporation (the
“Company,” “we” or “our”), as well as certain related information. The following summary does not
purport to be complete and is subject to, and qualified in its entirety by, the full text of the Company’s Third Amended and Restated
Certificate of Incorporation (the “Certificate of Incorporation”) and the Company’s Second Amended and Restated Bylaws
(the “Bylaws”). For a complete description of the terms and provisions of our Common Stock, refer to the Certificate of Incorporation
and the Bylaws, both of which are filed as exhibits hereto, and applicable provisions of the General Corporation Law of the State of Delaware
(“DGCL”).
Authorized Capital Shares
The Certificate of Incorporation authorizes the
issuance of 1,000,000,000 shares of Common Stock.
The Certificate of Incorporation authorizes the
issuance of 20,000,000 shares of preferred stock, par value of $0.01 per share (“Preferred Stock”). Under the terms of the
Certificate of Incorporation, our board of directors (the “Board of Directors”) is authorized to direct us to issue shares
of Preferred Stock in one or more series without stockholder approval. Our Board of Directors has the discretion to determine the rights,
preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation
preferences, of each series of Preferred Stock. No shares of Preferred Stock are currently issued or outstanding; therefore, no rights
or preferences have been established thus far.
Voting Rights
The holders of shares of Common Stock are entitled
to one vote per share on each matter submitted to a vote of stockholders, including the election of directors. The holders of shares of
Common Stock do not have cumulative voting rights in the election of directors. An election of directors by our stockholders will be determined
by a plurality of the votes cast by the stockholders entitled to vote on the election.
Dividend Rights
The holders of shares of Common Stock shall be
entitled to receive ratably those dividends, if any, as may be declared by our Board of Directors out of funds legally available therefor,
subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed
by the terms of any outstanding Preferred Stock that we may designate and issue in the future.
Liquidation Rights
In the event of any voluntary or involuntary liquidation,
dissolution, or winding-up of the Company, after payment in full of all amounts required to be paid to creditors and to the holders of
Preferred Stock having liquidation preferences, if any, the holders of shares of Common Stock will be entitled to share ratably in the
remaining assets legally available for distribution.
Other Rights and Preferences
Holders of shares of Common Stock do not have
preemptive, subscription, redemption or conversion rights. There are no redemption or sinking fund provisions applicable to our shares
of Common Stock. The rights, preferences and privileges of the holders of shares of Common Stock are subject to and may be adversely affected
by the rights of the holders of shares of any series of Preferred Stock that we may designate in the future.
Anti-Takeover Provisions
Our Certificate of Incorporation and Bylaws, contain
provisions that may delay, defer or discourage another party from acquiring control of us. These provisions, which are summarized below,
may discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking
to acquire control of us to first negotiate with our Board of Directors, which we believe may
result in an improvement of the terms of any such
acquisition in favor of our stockholders. However, they also give our Board of Directors the power to discourage acquisitions that some
stockholders may favor.
Classified Board of Directors
Our Certificate of Incorporation provides that
our Board of Directors will be divided into three classes. The directors in each class will serve for staggered three-year terms, one
class being elected each year by our stockholders. Our Certificate of Incorporation provides that directors may only be removed from
our Board of Directors for cause by the affirmative vote of two-thirds of the voting power of the shares entitled to vote, subject to
the terms of the Second Amended and Restated Stockholders’ Agreement dated as of July 23, 2024, by and among the Company and Sanken
Electric Co., Ltd. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control
of us or our management.
Stockholder Action; Special Meetings of Stockholders
Our Certificate of Incorporation provides that
our stockholders may not take action by written consent and may only take action at annual or special meetings of our stockholders. As
a result, a holder controlling a majority of our capital stock cannot amend our Bylaws or remove directors without holding a meeting of
our stockholders called in accordance with our Bylaws. Further, our Certificate of Incorporation provides that only a majority of our
Board of Directors may call a special meeting of our stockholders, thus prohibiting a stockholder from calling a special meeting. These
provisions may delay the ability of our stockholders to force consideration of a proposal or for stockholders controlling a majority of
our capital stock to take any action, including the removal of directors.
Advance Notice Requirements for Stockholder Proposals and Director
Nominations
In addition, our Bylaws establish an advance notice
procedure for stockholder proposals to be brought before an annual meeting or special meeting of stockholders, including proposed nominations
of candidates for election to our Board of Directors. Generally, in order for any matter to be “properly brought” before a
meeting, the matter must be (a) specified in a notice of meeting given by or at the direction of our Board of Directors, (b) if not specified
in a notice of meeting, otherwise brought before the meeting by our Board of Directors or the chairperson of the meeting, or (c) otherwise
properly brought before the meeting by a stockholder present in person, or a qualified representative (as defined in our Bylaws) of such
proposing stockholder, who (1) was the record holder of shares both at the time of giving the notice and at the time of the meeting, (2)
is entitled to vote at the meeting, and (3) has complied with the advance notice procedures specified in the Bylaws or properly made such
proposal in accordance with Rule 14a-8 under the Exchange Act and the rules and regulations thereunder. Further, for business to be properly
brought before an annual meeting by a stockholder, the stockholder must (a) provide Timely Notice (as defined below) thereof in writing
and in proper form to the secretary and (b) provide any updates or supplements to such notice at the times and in the forms required by
our Bylaws. To be timely, a stockholder’s notice must be delivered to, or mailed and received at, our principal executive offices
not less than 90 days nor more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting; provided,
however, that if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, to be timely,
notice by the stockholder must be so delivered, or mailed and received, not more than the 120th day prior to such annual meeting and not
later than the 90th day prior to such annual meeting or, if later, the 10th day following the day on which public disclosure of the date
of such annual meeting was first made (such notice within such time periods, “Timely Notice”).
Stockholders at an annual meeting or special meeting
may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of
our Board of Directors or by a qualified stockholder of record on the record date for the meeting, who is entitled to vote at the meeting
and who has delivered timely written notice in proper form to our secretary of the stockholder’s intention to bring such business
before the meeting. These provisions could have the effect of delaying stockholder actions that are favored by the holders of a majority
of our outstanding voting securities until the next stockholder meeting.
Amendment of Certificate of Incorporation or Bylaws
The DGCL provides that the affirmative vote of
a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws,
unless a corporation’s certificate of incorporation or bylaws, as the case may be, requires a greater percentage. Our Bylaws may
be amended or repealed by a majority vote of our Board of Directors or by the affirmative vote of two-thirds of the votes which all of
our stockholders would be eligible to cast in an election of directors. The affirmative vote of a majority of our Board of Directors and
two-thirds in voting power of the outstanding shares entitled to vote thereon is required to amend our Certificate of Incorporation.
Section 203 of the DGCL
We have opted out of Section 203 of the DGCL.
However, our Certificate of Incorporation contains provisions that are similar to Section 203. Specifically, our Certificate of Incorporation
provides that, subject to certain exceptions, we are not able to engage in a “business combination” with any “interested
stockholder” for three years following the date that the person became an interested stockholder, unless the interested stockholder
attained such status with the approval of our Board of Directors or unless the business combination is approved in a prescribed manner.
A “business combination” includes, among other things, a merger or consolidation involving us and the “interested stockholder”
and the sale of 10% or more of our assets. In general, an “interested stockholder” is any entity or person beneficially owning
15% or more of our outstanding voting stock and any entity or person affiliated with such entity or person.
However, under the Certificate of Incorporation,
OEP SKNA, L.P. and any of its affiliates are not deemed to be interested stockholders regardless of the percentage of our outstanding
voting stock owned by them, and accordingly, are not subject to such restrictions.
Listing
The Common Stock is traded on The Nasdaq Global
Select Market under the trading symbol “ALGM.”
Description of
Debt Securities
The following description, together with the additional
information we include in any applicable prospectus supplement or free writing prospectus, summarizes certain general terms and provisions
of the debt securities that we may offer under this prospectus. When we offer to sell a particular series of debt securities, we will
describe the specific terms of the series in a supplement to this prospectus. We will also indicate in the supplement to what extent the
general terms and provisions described in this prospectus apply to a particular series of debt securities.
We may issue debt securities either separately,
or together with, or upon the conversion or exercise of or in exchange for, other securities described in this prospectus. Debt securities
may be our senior, senior subordinated or subordinated obligations and, unless otherwise specified in a supplement to this prospectus,
the debt securities will be our direct, unsecured obligations and may be issued in one or more series.
The debt securities will be issued under an indenture
between us and a trustee to be named in the applicable indenture. We have summarized select portions of the indenture below. The summary
is not complete. The form of the indenture has been filed as an exhibit to the registration statement and you should read the indenture
for provisions that may be important to you. In the summary below, we have included references to the section numbers of the indenture
so that you can easily locate these provisions. Capitalized terms used in the summary and not defined herein have the meanings specified
in the indenture.
As used in this section only, “Allegro,”
“we,” “our” or “us” refer to Allegro MicroSystems, Inc. excluding our subsidiaries, unless expressly
stated or the context otherwise requires.
General
The terms of each series of debt securities will
be established by or pursuant to a resolution of our board of directors and set forth or determined in the manner provided in a resolution
of our board of directors, in an officer’s certificate or by a supplemental indenture. (Section 2.2) The particular terms of each
series of debt securities will be described in a prospectus supplement relating to such series (including any pricing supplement or term
sheet).
We can issue an unlimited amount of debt securities
under the indenture that may be in one or more series with the same or various maturities, at par, at a premium, or at a discount. (Section
2.1) We will set forth in a prospectus supplement (including any pricing supplement or term sheet) relating to any series of debt securities
being offered, the aggregate principal amount and the following terms of the debt securities, if applicable:
| · | the title and ranking of the debt securities (including the terms of any subordination provisions); |
| · | the price or prices (expressed as a percentage of the principal amount) at which we will sell the debt securities; |
| · | any limit on the aggregate principal amount of the debt securities; |
| · | the date or dates on which the principal of the securities of the series is payable; |
| · | the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity,
commodity index, stock exchange index or financial index) at which the debt securities will bear interest, the date or dates from which
interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the interest payable
on any interest payment date; |
| · | the place or places where principal of, and interest, if any, on the debt securities will be payable (and the method of such payment),
where the securities of such series may be surrendered for registration of transfer or exchange, and where notices and demands to us in
respect of the debt securities may be delivered; |
| · | the period or periods within which, the price or prices at which and the terms and conditions upon which we may redeem the debt securities; |
| · | any obligation we have to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option
of a holder of debt securities and the period or periods within which, the price or prices at which and in the terms and conditions upon
which securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; |
| · | the dates on which and the price or prices at which we will repurchase debt securities at the option of the holders of debt securities
and other detailed terms and provisions of these repurchase obligations; |
| · | the denominations in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof; |
| · | whether the debt securities will be issued in the form of certificated debt securities or global debt securities; |
| · | the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than
the principal amount; |
| · | the currency of denomination of the debt securities, which may be United States Dollars or any foreign currency, and if such currency
of denomination is a composite currency, the agency or organization, if any, responsible for overseeing such composite currency; |
| · | the designation of the currency, currencies or currency units in which payment of principal of, premium and interest on the debt securities
will be made; |
| · | if payments of principal of, premium or interest on the debt securities will be made in one or more currencies or currency units other
than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect to these payments
will be determined; |
| · | the manner in which the amounts of payment of principal of, premium, if any, or interest on the debt securities will be determined,
if these amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity
index, stock exchange index or financial index; |
| · | any provisions relating to any security provided for the debt securities; |
| · | any addition to, deletion of or change in the Events of Default described in this prospectus or in the indenture with respect to the
debt securities and any change in the acceleration provisions described in this prospectus or in the indenture with respect to the debt
securities; |
| · | any addition to, deletion of or change in the covenants described in this prospectus or in the indenture with respect to the debt
securities; |
| · | any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the debt securities; |
| · | the provisions, if any, relating to conversion or exchange of any debt securities of such series, including if applicable, the conversion
or exchange price and period, provisions as to whether conversion or exchange will be mandatory, the events requiring an adjustment of
the conversion or exchange price and provisions affecting conversion or exchange; |
| · | any other terms of the debt securities, which may supplement, modify or delete any provision of the indenture as it applies to that
series, including any terms that may be required under applicable law or regulations or advisable in connection with the marketing of
the securities; and |
| · | whether any of our direct or indirect subsidiaries will guarantee the debt securities of that series, including the terms of subordination,
if any, of such guarantees. (Section 2.2) |
We may issue debt securities that provide for
an amount less than their stated principal amount to be due and payable upon declaration of acceleration of their maturity pursuant to
the terms of the indenture. We will provide you with information on the federal income tax considerations and other special considerations
applicable to any of these debt securities in the applicable prospectus supplement.
If we denominate the purchase price of any of
the debt securities in a foreign currency or currencies or a foreign currency unit or units, or if the principal of and any premium and
interest on any series of debt securities is payable in a foreign currency or currencies or a foreign currency unit or units, we will
provide you with information on the restrictions, elections, general tax considerations, specific terms and other information with respect
to that issue of debt securities and such foreign currency or currencies or foreign currency unit or units in the applicable prospectus
supplement.
Transfer and Exchange
Each debt security will be represented by either
one or more global securities registered in the name of The Depository Trust Company, or the Depositary, or a nominee of the Depositary
(we will refer to any debt security represented by a global debt security as a “book-entry debt security”), or a certificate
issued in definitive registered form (we will refer to any debt security represented by a certificated security as a “certificated
debt security”) as set forth in the applicable prospectus supplement. Except as set forth under the heading “Global Debt Securities
and Book-Entry System” below, book-entry debt securities will not be issuable in certificated form.
Certificated Debt Securities. You may
transfer or exchange certificated debt securities at any office we maintain for this purpose in accordance with the terms of the indenture.
(Section 2.4) No service charge will be made for any transfer or exchange of certificated debt securities, but we may require payment
of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection with a transfer or exchange. (Section
2.7)
You may effect the transfer of certificated debt
securities and the right to receive the principal of, premium and interest on certificated debt securities only by surrendering the certificate
representing those certificated debt securities and either reissuance by us or the trustee of the certificate to the new holder or the
issuance by us or the trustee of a new certificate to the new holder.
Global Debt Securities and Book-Entry System.
Each global debt security representing book-entry debt securities will be deposited with, or on behalf of, the Depositary, and registered
in the name of the Depositary or a nominee of the Depositary. Please see “Global Securities.”
Covenants
We will set forth in the applicable prospectus
supplement any restrictive covenants applicable to any issue of debt securities. (Article IV)
No Protection in the Event of a Change of Control
Unless we state otherwise in the applicable prospectus
supplement, the debt securities will not contain any provisions which may afford holders of the debt securities protection in the event
we have a change in control or in the event of a highly leveraged transaction (whether or not such transaction results in a change in
control) which could adversely affect holders of debt securities.
Consolidation, Merger and Sale of Assets
We may not consolidate with or merge with or into,
or convey, transfer or lease all or substantially all of our properties and assets to any person (a “successor person”) unless:
| · | we are the surviving entity or the successor person (if other than Allegro) is a corporation, partnership, trust or other entity organized
and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes our obligations on the debt securities and
under the indenture; and |
| · | immediately after giving effect to the transaction, no Default or Event of Default, shall have occurred and be continuing. |
Notwithstanding the above, any of our subsidiaries
may consolidate with, merge into or transfer all or part of its properties to us. (Section 5.1)
Events of Default
“Event of Default” means with respect
to any series of debt securities, any of the following:
| · | default in the payment of any interest upon any debt security of that series when it becomes due and payable, and continuance of such
default for a period of 30 days (unless the entire amount of the payment is deposited by us with the trustee or with a paying agent prior
to the expiration of the 30-day period); |
| · | default in the payment of principal of any security of that series at its maturity; |
| · | default in the performance or breach of any other covenant or warranty by us in the indenture (other than a covenant or warranty that
has been included in the indenture solely for the benefit of a series of debt securities other than that series), which default continues
uncured for a period of 60 days after we receive written notice from the trustee or Allegro and the trustee receive written notice from
the holders of not less than 25% in principal amount of the outstanding debt securities of that series as provided in the indenture; |
| · | certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of Allegro; or |
| · | any other Event of Default provided with respect to debt securities of that series that is described in the applicable prospectus
supplement. (Section 6.1) |
No Event of Default with respect to a particular
series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an Event of
Default with respect to any other series of debt securities. (Section 6.1) The occurrence of certain Events of Default or an acceleration
under the indenture may constitute an event of default under certain indebtedness of ours or our subsidiaries outstanding from time to
time.
We will provide the trustee written notice of
any Default or Event of Default within 30 days of becoming aware of the occurrence of such Default or Event of Default, which notice will
describe in reasonable detail the status of such Default or Event of Default and what action we are taking or propose to take in respect
thereof. (Section 6.1)
If an Event of Default with respect to debt securities
of any series at the time outstanding occurs and is continuing, then the trustee or the holders of not less than 25% in principal amount
of the outstanding debt securities of that series may, by a notice in writing to us (and to the trustee if given by the holders), declare
to be due and payable immediately the principal of (or, if the debt securities of that series are discount securities, that portion of
the principal amount as may be specified in the terms of that series) and accrued and unpaid interest, if any, on all debt securities
of that series. In the case of an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization, the principal
(or such specified amount) of and accrued and unpaid interest, if any, on all outstanding debt securities will become and be immediately
due and payable without any declaration or other act on the part of the trustee or any holder of outstanding debt securities. At any time
after a declaration of acceleration with respect to debt securities of any series has been made, but before a judgment or decree for payment
of the money due has been obtained by the trustee, the holders of a majority in principal amount of the outstanding debt securities of
that series may rescind and annul the acceleration if all Events of Default, other than the non-payment of accelerated principal and interest,
if any, with respect to debt securities of that series, have been cured or waived as provided in the indenture. (Section 6.2) We refer
you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions
relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an Event of Default.
The indenture provides that the trustee may refuse
to perform any duty or exercise any of its rights or powers under the indenture unless the trustee receives indemnity satisfactory to
it against any cost, liability or expense which might be incurred by it in performing such duty or exercising such right or power. (Section
7.1(e)) Subject to certain rights of the trustee, the holders of a majority in principal amount of the outstanding debt securities of
any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee
or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. (Section 6.12)
No holder of any debt security of any series will
have any right to institute any proceeding, judicial or otherwise, with respect to the indenture or for the appointment of a receiver
or trustee, or for any remedy under the indenture, unless:
| · | that holder has previously given to the trustee written notice of a continuing Event of Default with respect to debt securities of
that series; and |
| · | the holders of not less than 25% in principal amount of the outstanding debt securities of that series have made written request,
and offered indemnity or security satisfactory to the trustee, to the trustee to institute the proceeding as trustee, and the trustee
has not received from the holders of not less than a majority in principal amount of the outstanding debt securities of that series a
direction inconsistent with that request and has failed to institute the proceeding within 60 days. (Section 6.7) |
Notwithstanding any other provision in the indenture,
the holder of any debt security will have an absolute and unconditional right to receive payment of the principal of, premium and any
interest on that debt security on or after the due dates expressed in that debt security and to institute suit for the enforcement of
payment. (Section 6.8)
The indenture requires us, within 120 days after
the end of our fiscal year, to furnish to the trustee a statement as to compliance with the indenture. (Section 4.3) If a Default or Event
of Default occurs and is continuing with respect to the securities of any series and if it is known to a responsible officer of the trustee,
the trustee shall mail to each securityholder of the securities of that series notice of a Default or Event of Default within 90 days
after it occurs or, if later, after a responsible officer of the trustee has knowledge of such Default or Event of Default. The indenture
provides that the trustee may withhold notice to the holders of debt securities of any series of any Default or Event of Default (except
in payment on any debt securities of that series) with respect to debt securities of that series if the trustee determines in good faith
that withholding notice is in the interest of the holders of those debt securities. (Section 7.5)
Modification and Waiver
We and the trustee may modify, amend or supplement
the indenture or the debt securities of any series without the consent of any holder of any debt security:
| · | to cure any ambiguity, defect or inconsistency; |
| · | to comply with covenants in the indenture described above under the heading “Consolidation, Merger and Sale of Assets”; |
| · | to provide for uncertificated securities in addition to or in place of certificated securities; |
| · | to add guarantees with respect to debt securities of any series or secure debt securities of any series; |
| · | to surrender any of our rights or powers under the indenture; |
| · | to add covenants or events of default for the benefit of the holders of debt securities of any series; |
| · | to comply with the applicable procedures of the applicable depositary; |
| · | to make any change that does not adversely affect the rights of any holder of debt securities; |
| · | to provide for the issuance of and establish the form and terms and conditions of debt securities of any series as permitted by the
indenture; |
| · | to effect the appointment of a successor trustee with respect to the debt securities of any series and to add to or change any of
the provisions of the indenture to provide for or facilitate administration by more than one trustee; or |
| · | to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture
Act. (Section 9.1) |
We may also modify and amend the indenture with
the consent of the holders of at least a majority in principal amount of the outstanding debt securities of each series affected by the
modifications or amendments. We may not make any modification or amendment without the consent of the holders of each affected debt security
then outstanding if that amendment will:
| · | reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver; |
| · | reduce the rate of or extend the time for payment of interest (including default interest) on any debt security; |
| · | reduce the principal of or premium on or change the fixed maturity of any debt security or reduce the amount of, or postpone the date
fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities; |
| · | reduce the principal amount of discount securities payable upon acceleration of maturity; |
| · | waive a default in the payment of the principal of, premium or interest on any debt security (except a rescission of acceleration
of the debt securities of any series by the holders of at least a majority in aggregate principal amount of the then outstanding debt
securities of that series and a waiver of the payment default that resulted from such acceleration); |
| · | make the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security; |
| · | make any change to certain provisions of the indenture relating to, among other things, the right of holders of debt securities to
receive payment of the principal of, premium and interest on those debt securities and to institute suit for the enforcement of any such
payment and to waivers or amendments; or |
| · | waive a redemption payment with respect to any debt security. (Section 9.3) |
Except for certain specified provisions, the holders
of at least a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all debt securities
of that series waive our compliance with provisions of the indenture. (Section 9.2) The holders of a majority in principal amount of the
outstanding debt securities of any series may on behalf of the holders of all the debt securities of such series waive any past default
under the indenture with respect to that series and its consequences, except a default in the payment of the principal of, premium or
any interest on any debt security of that series; provided, however, that the holders of a majority in principal amount of the outstanding
debt securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted from
the acceleration. (Section 6.13)
Defeasance of Debt Securities and Certain Covenants in Certain
Circumstances
Legal Defeasance. The indenture provides
that, unless otherwise provided by the terms of the applicable series of debt securities, we may be discharged from any and all obligations
in respect of the debt securities of any series (subject to certain exceptions). We will be so discharged upon the irrevocable deposit
with the trustee, in trust, of money and/or U.S. government obligations or, in the case of debt securities denominated in
a single currency other than U.S. Dollars, government
obligations of the government that issued or caused to be issued such currency, that, through the payment of interest and principal in
accordance with their terms, will provide money or U.S. government obligations in an amount sufficient in the opinion of a nationally
recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal, premium and interest
on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those payments in
accordance with the terms of the indenture and those debt securities.
This discharge may occur only if, among other
things, we have delivered to the trustee an opinion of counsel stating that we have received from, or there has been published by, the
United States Internal Revenue Service a ruling or, since the date of execution of the indenture, there has been a change in the applicable
United States federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the holders
of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result
of the deposit, defeasance and discharge and will be subject to United States federal income tax on the same amounts and in the same manner
and at the same times as would have been the case if the deposit, defeasance and discharge had not occurred. (Section 8.3)
Defeasance of Certain Covenants. The indenture
provides that, unless otherwise provided by the terms of the applicable series of debt securities, upon compliance with certain conditions:
| · | we may omit to comply with the covenant described under the heading “Consolidation, Merger and Sale of Assets” and certain
other covenants set forth in the indenture, as well as any additional covenants which may be set forth in the applicable prospectus supplement;
and |
| · | any omission to comply with those covenants will not constitute a Default or an Event of Default with respect to the debt securities
of that series (“covenant defeasance”). |
The conditions include:
| · | depositing with the trustee money and/or U.S. government obligations or, in the case of debt securities denominated in a single currency
other than U.S. Dollars, government obligations of the government that issued or caused to be issued such currency, that, through the
payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally
recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal of, premium and
interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those payments
in accordance with the terms of the indenture and those debt securities; and |
| · | delivering to the trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not recognize
income, gain or loss for United States federal income tax purposes as a result of the deposit and related covenant defeasance and will
be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the
case if the deposit and related covenant defeasance had not occurred. (Section 8.4) |
No Personal Liability of Directors, Officers, Employees or Securityholders
None of our past, present or future directors,
officers, employees or securityholders, as such, will have any liability for any of our obligations under the debt securities or the indenture
or for any claim based on, or in respect or by reason of, such obligations or their creation. By accepting a debt security, each holder
waives and releases all such liability. This waiver and release is part of the consideration for the issue of the debt securities. However,
this waiver and release may not be effective to waive liabilities under U.S. federal securities laws, and it is the view of the SEC that
such a waiver is against public policy.
Governing Law
The indenture and the debt securities, including
any claim or controversy arising out of or relating to the indenture or the securities, will be governed by the laws of the State of New
York.
The indenture will provide that we, the trustee
and the holders of the debt securities (by their acceptance of the debt securities) irrevocably waive, to the fullest extent permitted
by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to the indenture, the debt securities
or the transactions contemplated thereby.
The indenture will provide that any legal suit,
action or proceeding arising out of or based upon the indenture or the transactions contemplated thereby may be instituted in the federal
courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in
the City of New York, and we, the trustee and the holder of the debt securities (by their acceptance of the debt securities) irrevocably
submit to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The indenture will further provide that
service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such
party’s address set forth in the indenture will be effective service of process for any suit, action or other proceeding brought
in any such court. The indenture will further provide that we, the trustee and the holders of the debt securities (by their acceptance
of the debt securities) irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding
in the courts specified above and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other
proceeding has been brought in an inconvenient forum. (Section 10.10)
Description of
Other Securities
We will set forth in the applicable prospectus
supplement a description of any warrants, purchase contracts or units issued by us that may be offered and sold pursuant to this prospectus.
Global Securities
Book-Entry, Delivery and Form
Unless we indicate differently in any applicable
prospectus supplement or free writing prospectus, the securities initially will be issued in book-entry form and represented by one or
more global notes or global securities, or, collectively, global securities. The global securities will be deposited with, or on behalf
of, The Depository Trust Company, New York, New York, as depositary, or DTC, and registered in the name of Cede & Co., the nominee
of DTC. Unless and until it is exchanged for individual certificates evidencing securities under the limited circumstances described below,
a global security may not be transferred except as a whole by the depositary to its nominee or by the nominee to the depositary, or by
the depositary or its nominee to a successor depositary or to a nominee of the successor depositary.
DTC has advised us that it is:
| · | a limited-purpose trust company organized under the New York Banking Law; |
| · | a “banking organization” within the meaning of the New York Banking Law; |
| · | a member of the Federal Reserve System; |
| · | a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and |
| · | a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. |
DTC holds securities that its participants deposit
with DTC. DTC also facilitates the settlement among its participants of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in participants’ accounts, thereby eliminating the need for physical
movement of securities certificates. “Direct participants” in DTC include securities brokers and dealers, including underwriters,
banks, trust companies, clearing corporations and other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation, or DTCC. DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing
Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC
system is also available to others, which we sometimes refer to as indirect participants, that clear through or maintain a custodial relationship
with a direct participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC.
Purchases of securities under the DTC system must
be made by or through direct participants, which will receive a credit for the securities on DTC’s records. The ownership interest
of the actual purchaser of a security, which we sometimes refer to as a beneficial owner, is in turn recorded on the direct and indirect
participants’ records. Beneficial owners of securities will not receive written confirmation from DTC of their purchases. However,
beneficial owners are expected to receive written confirmations providing details of their transactions, as well as periodic statements
of their holdings, from the direct or indirect participants through which they purchased securities. Transfers of ownership interests
in global securities are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial
owners will not receive certificates representing their ownership interests in the global securities, except under the limited circumstances
described below.
To facilitate subsequent transfers, all global
securities deposited by direct participants with DTC will be registered in the name of DTC’s partnership nominee, Cede & Co.,
or such other name as may be requested by an authorized representative of DTC. The deposit of securities with DTC and their registration
in the name of Cede & Co. or such other nominee will not change the beneficial ownership of the securities. DTC has no knowledge of
the actual beneficial owners of the securities. DTC’s records reflect only the identity of the direct participants to whose accounts
the securities are credited, which may or may not be the beneficial owners. The participants are responsible for keeping account of their
holdings on behalf of their customers.
So long as the securities are in book-entry form,
you will receive payments and may transfer securities only through the facilities of the depositary and its direct and indirect participants.
We will maintain an office or agency in the location specified in the prospectus supplement for the applicable securities, where notices
and demands in respect of the securities and the
indenture may be delivered to us and where certificated securities may be surrendered for payment, registration of transfer or exchange.
Conveyance of notices and other communications
by DTC to direct participants, by direct participants to indirect participants and by direct participants and indirect participants to
beneficial owners will be governed by arrangements among them, subject to any legal requirements in effect from time to time.
Redemption notices will be sent to DTC. If less
than all of the securities of a particular series are being redeemed, DTC’s practice is to determine by lot the amount of the interest
of each direct participant in the securities of such series to be redeemed.
Neither DTC nor Cede & Co. (or such other
DTC nominee) will consent or vote with respect to the securities. Under its usual procedures, DTC will mail an omnibus proxy to us as
soon as possible after the record date. The omnibus proxy assigns the consenting or voting rights of Cede & Co. to those direct participants
to whose accounts the securities of such series are credited on the record date, identified in a listing attached to the omnibus proxy.
So long as securities are in book-entry form,
we will make payments on those securities to the depositary or its nominee, as the registered owner of such securities, by wire transfer
of immediately available funds. If securities are issued in definitive certificated form under the limited circumstances described below
and unless if otherwise provided in the description of the applicable securities herein or in the applicable prospectus supplement, we
will have the option of making payments by check mailed to the addresses of the persons entitled to payment or by wire transfer to bank
accounts in the United States designated in writing to the applicable trustee or other designated party at least 15 days before the applicable
payment date by the persons entitled to payment, unless a shorter period is satisfactory to the applicable trustee or other designated
party.
Redemption proceeds, distributions and dividend
payments on the securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of
DTC. DTC’s practice is to credit direct participants’ accounts upon DTC’s receipt of funds and corresponding detail
information from us on the payment date in accordance with their respective holdings shown on DTC records. Payments by participants to
beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the account
of customers in bearer form or registered in “street name.” Those payments will be the responsibility of participants and
not of DTC or us, subject to any statutory or regulatory requirements in effect from time to time. Payment of redemption proceeds, distributions
and dividend payments to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC, is our responsibility,
disbursement of payments to direct participants is the responsibility of DTC, and disbursement of payments to the beneficial owners is
the responsibility of direct and indirect participants.
Except under the limited circumstances described
below, purchasers of securities will not be entitled to have securities registered in their names and will not receive physical delivery
of securities. Accordingly, each beneficial owner must rely on the procedures of DTC and its participants to exercise any rights under
the securities and the indenture.
The laws of some jurisdictions may require that
some purchasers of securities take physical delivery of securities in definitive form. Those laws may impair the ability to transfer or
pledge beneficial interests in securities.
DTC may discontinue providing its services as
securities depositary with respect to the securities at any time by giving reasonable notice to us. Under such circumstances, in the event
that a successor depositary is not obtained, securities certificates are required to be printed and delivered.
As noted above, beneficial owners of a particular
series of securities generally will not receive certificates representing their ownership interests in those securities. However, if:
| · | DTC notifies us that it is unwilling or unable to continue as a depositary for the global security or securities representing such
series of securities or if DTC ceases to be a clearing agency registered under the Exchange Act at a time when it is required to be registered
and a successor depositary is not appointed within 90 days of the notification to us or of our becoming aware of DTC’s ceasing to
be so registered, as the case may be; |
| · | we determine, in our sole discretion, not to have such securities represented by one or more global securities; or |
| · | an Event of Default has occurred and is continuing with respect to such series of securities, |
we will prepare and deliver certificates for such securities in exchange
for beneficial interests in the global securities. Any beneficial interest in a global security that is exchangeable under the circumstances
described in the preceding sentence will be exchangeable for securities in definitive certificated form registered in the names that the
depositary directs. It is expected that these directions will be based upon directions received by the depositary from its participants
with respect to ownership of beneficial interests in the global securities.
Euroclear and Clearstream
If so provided in the applicable prospectus supplement,
you may hold interests in a global security through Clearstream Banking S.A., which we refer to as “Clearstream,” or Euroclear
Bank S.A./N.V., as operator of the Euroclear System, which we refer to as “Euroclear,” either directly if you are a participant
in Clearstream or Euroclear or indirectly through organizations which are participants in Clearstream or Euroclear. Clearstream and Euroclear
will hold interests on behalf of their respective participants through customers’ securities accounts in the names of Clearstream
and Euroclear, respectively, on the books of their respective U.S. depositaries, which in turn will hold such interests in customers’
securities accounts in such depositaries’ names on DTC’s books.
Clearstream and Euroclear are securities clearance
systems in Europe. Clearstream and Euroclear hold securities for their respective participating organizations and facilitate the clearance
and settlement of securities transactions between those participants through electronic book-entry changes in their accounts, thereby
eliminating the need for physical movement of certificates.
Payments, deliveries, transfers, exchanges, notices
and other matters relating to beneficial interests in global securities owned through Euroclear or Clearstream must comply with the rules
and procedures of those systems. Transactions between participants in Euroclear or Clearstream, on one hand, and other participants in
DTC, on the other hand, are also subject to DTC’s rules and procedures.
Investors will be able to make and receive through
Euroclear and Clearstream payments, deliveries, transfers and other transactions involving any beneficial interests in global securities
held through those systems only on days when those systems are open for business. Those systems may not be open for business on days when
banks, brokers and other institutions are open for business in the United States.
Cross-market transfers between participants in
DTC, on the one hand, and participants in Euroclear or Clearstream, on the other hand, will be effected through DTC in accordance with
the DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by their respective U.S. depositaries; however, such
cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in
such system in accordance with the rules and procedures and within the established deadlines (European time) of such system. Euroclear
or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its U.S. depositary
to take action to effect final settlement on its behalf by delivering or receiving interests in the global securities through DTC, and
making or receiving payment in accordance with normal procedures for same-day fund settlement. Participants in Euroclear or Clearstream
may not deliver instructions directly to their respective U.S. depositaries.
Due to time zone differences, the securities accounts
of a participant in Euroclear or Clearstream purchasing an interest in a global security from a direct participant in DTC will be credited,
and any such crediting will be reported to the relevant participant in Euroclear or Clearstream, during the securities settlement processing
day (which must be a business day for Euroclear or Clearstream) immediately following the settlement date of DTC. Cash received in Euroclear
or Clearstream as a result of sales of interests in a global security by or through a participant in Euroclear or Clearstream to a direct
participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream
cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.
Other
The information in this section of this prospectus
concerning DTC, Clearstream, Euroclear and their respective book-entry systems has been obtained from sources that we believe to be reliable,
but we do not take responsibility for this information. This information has been provided solely as a matter of convenience. The rules
and procedures of DTC, Clearstream and Euroclear are solely within the control of those organizations and could change at any time. Neither
we nor the trustee nor any agent of ours or of the trustee has any control over those entities and none of us takes any responsibility
for their activities. You are urged to contact DTC, Clearstream and Euroclear or their respective participants directly to discuss those
matters. In addition, although we expect that DTC, Clearstream and Euroclear will perform the foregoing procedures, none of them is under
any obligation to perform or continue to perform such procedures and such procedures may be discontinued at any time. Neither we nor any
agent of ours will have any responsibility for the performance or nonperformance by DTC, Clearstream and Euroclear or their respective
participants of these or any other rules or procedures governing their respective operations.
Selling Securityholders
Information about selling securityholders, where
applicable, will be set forth in a prospectus supplement, in a post-effective amendment or in filings we make with the SEC under the Exchange
Act that are incorporated by reference.
Plan of Distribution
We or any of the selling securityholders may sell
the offered securities from time to time:
| · | through underwriters or dealers; |
| · | directly to one or more purchasers; or |
| · | through a combination of any of these methods of sale. |
We will identify the specific plan of distribution,
including any underwriters, dealers, agents or direct purchasers and their compensation in the applicable prospectus supplement.
Legal Matters
Davis Polk & Wardwell LLP will pass upon certain
legal matters relating to the issuance and sale of the securities offered hereby on behalf of Allegro MicroSystems, Inc. Additional legal
matters may be passed upon for us, the selling securityholders or any underwriters, dealers or agents, by counsel that we will name in
the applicable prospectus supplement.
Experts
The financial statements as of March 29, 2024
and March 31, 2023 and for the years ended March 29, 2024 and March 31, 2023 and management’s assessment of the effectiveness of
internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting)
as of March 29, 2024 incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended March 29, 2024
have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given
on the authority of said firm as experts in auditing and accounting.
The financial statements for the period ended
March 25, 2022 incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference
in reliance upon the report of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts
in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an estimate of the expenses (all
of which are to be paid by the registrant) that we may incur in connection with the securities being registered hereby.
| SEC registration fee |
$ |
(1) |
| Printing expenses |
$ |
(2) |
| Legal fees and expenses |
|
(2) |
| Accounting fees and expenses |
|
(2) |
| Blue Sky, qualification fees and expenses |
|
(2) |
| Transfer agent fees and expenses |
|
(2) |
| Trustee fees and expenses |
|
(2) |
| Warrant agent fees and expenses |
|
(2) |
| Miscellaneous |
|
(2) |
| Total |
$ |
(1)(2) |
| (1) | Pursuant to Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the SEC registration fee will be paid at the time
of any particular offering of securities under the registration statement and is therefore not currently determinable. |
| (2) | These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this
time. |
Item 15. Indemnification of Directors and Officers
Section 102 of the DGCL permits a corporation
to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach
of fiduciary duty as a director, except where the director breached his or her duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of
the DGCL or obtained an improper personal benefit. Our certificate of incorporation provides that none of our directors shall be personally
liable to us or our stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of
law imposing such liability, except to the extent that the DGCL prohibits the elimination or limitation of liability of directors for
breaches of fiduciary duty.
Section 145 of the DGCL provides that a corporation
has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at the request of the corporation
for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit
or proceeding to which he or she was or is a party or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding by reason of such position, if such person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification
shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or other adjudicating court determines that, despite the adjudication
of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem proper.
Our certificate of incorporation and bylaws provide
indemnification for our directors and officers to the fullest extent permitted by the DGCL, subject to certain limited exceptions. We
will indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit
or proceeding (other than an action by or in the right of us) by reason of the fact that he or she is or was, or has
agreed to become, a director or officer, or is or
was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity
with, another corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to as an “Indemnitee”),
or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and
any appeal therefrom, if such Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to,
our best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct
was unlawful. Our certificate of incorporation and bylaws provide that we will indemnify any Indemnitee who was or is a party to an action
or suit by or in the right of us to procure a judgment in our favor by reason of the fact that the Indemnitee is or was, or has agreed
to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee
or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason
of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and, to the
extent permitted by law, amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding,
and any appeal therefrom, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed
to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view of all of the circumstances,
he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that any Indemnitee has been successful,
on the merits or otherwise, he or she will be indemnified by us against all expenses (including attorneys’ fees) actually and reasonably
incurred in connection therewith. Expenses must be advanced to an Indemnitee under certain circumstances.
We have entered into separate indemnification
agreements with each of our directors and executive officers. Each indemnification agreement provides, among other things, for indemnification
to the fullest extent permitted by law and our certificate of incorporation and bylaws against any and all expenses, judgments, fines,
penalties and amounts paid in settlement of any claim. The indemnification agreements provide for the advancement or payment of all expenses
to the indemnitee and for the reimbursement to us if it is found that such indemnitee is not entitled to such indemnification under applicable
law and our certificate of incorporation and bylaws.
We maintain a general liability insurance policy
that covers certain liabilities of directors and officers of our corporation arising out of claims based on acts or omissions in their
capacities as directors or officers.
Any underwriting agreement or distribution agreement
that we enter into with any underwriters or agents involved in the offering or sale of any securities registered hereby may require, such
underwriters or dealers to indemnify the registrant, some or all of its directors and officers and its controlling persons, if any, for
specified liabilities, which may include liabilities under the Securities Act of 1933, as amended.
Item 16. Exhibits
|
Exhibit
No. |
Description
of Exhibit |
| 1.1* |
Form of Underwriting Agreement. |
| 3.1 |
Third Amended and Restated Certificate of Incorporation of Allegro MicroSystems, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-39675), filed with the SEC on November 2, 2020). |
| 3.2 |
Second Amended and Restated Bylaws of Allegro MicroSystems, Inc. (incorporated by reference from Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed on May 25, 2023). |
| 4.1 |
Specimen Stock Certificate evidencing the shares of Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A (File No. 333-249348), filed with the SEC on October 21, 2020). |
| 4.2* |
Form of Specimen Certificate Representing Preferred Stock. |
| 4.3 |
Form of Indenture (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-3 (File No. 333-260647), filed with the SEC on November 1, 2021). |
| 4.4* |
Form of Note. |
| * | To be filed by amendment or incorporated by reference in connection with the offering of the securities. |
Item 17. Undertakings
| (a) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price
set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable,
in the effective registration statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement; |
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii)
above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports
filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule
424(b) that is a part of the registration statement.
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
| (5) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| (i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of
the date the filed prospectus was deemed part of and included in the registration statement; and |
| (ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required
by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier
of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date. |
| (6) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities: |
The undersigned registrant undertakes that in
a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to
such purchaser:
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling |
person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
| (d) | The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee
to act under subsection (a) of Section 310 of the Trust Indenture Act (the “Act”) in accordance with the rules and regulations
prescribed by the SEC under section 305(b)(2) of the Act. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Manchester, State of New Hampshire, on July 23, 2024.
| |
ALLEGRO MICROSYSTEMS, INC. |
| |
|
| |
|
| |
By: |
/s/ Vineet Nargolwala |
| |
|
Name: |
Vineet Nargolwala |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
|
POWER OF ATTORNEY
Each of the undersigned officers and directors
of the registrant hereby severally constitutes and appoints Vineet Nargolwala, Sharon S. Briansky and Derek P. D’Antilio, and each
of them singly (with full power to each of them to act alone), as his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution in each of them, for him or her and in his or her name, place and stead, and in any and all capacities,
to file and sign any and all amendments, including post-effective amendments, to this registration statement and any other registration
statement for the same offering that is to be effective under Rule 462(b) of the Securities Act of 1933, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the Securities and Exchange 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 connection therewith 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 their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal
securities laws.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant in the
capacities and on the dates indicated.
| Signature |
Title |
Date |
| |
|
|
| /s/ Vineet Nargolwala |
President and Chief Executive Officer
(Principal Executive Officer) and Director |
July 23, 2024 |
| Vineet Nargolwala |
|
|
| |
|
|
| /s/ Derek P. D’Antilio |
Chief Financial Officer
(Principal Financial Officer) |
July 23, 2024 |
| Derek P. D’Antilio |
|
|
| |
|
|
| /s/ Roald G. Webster |
Vice President, Chief Accounting Officer
(Principal Accounting Officer) |
July 23, 2024 |
| Roald G. Webster |
|
|
| |
|
|
| /s/ Yoshihiro (Zen) Suzuki |
Chairman of the Board of Directors |
July 23, 2024 |
| Yoshihiro (Zen) Suzuki |
|
|
| |
|
|
| /s/ David J. Aldrich |
Director |
July 23, 2024 |
| David J. Aldrich |
|
|
| |
|
|
| Signature |
Title |
Date |
| |
|
|
/s/ Kojiro (Koji) Hatano |
Director |
July 23, 2024 |
| Kojiro (Koji) Hatano |
|
|
| |
|
|
| /s/ Katsumi Kawashima |
Director |
July 23, 2024 |
| Katsumi Kawashima |
|
|
| |
|
|
| /s/ Richard R. Lury |
Director |
July 23, 2024 |
| Richard R. Lury |
|
|
| |
|
|
| /s/ Susan D. Lynch |
Director |
July 23, 2024 |
| Susan D. Lynch |
|
|
| |
|
|
| /s/ Joseph R. Martin |
Director |
July 23, 2024 |
| Joseph R. Martin |
|
|
| |
|
|
| /s/ Mary G. Puma |
Director |
July 23, 2024 |
| Mary G. Puma |
|
|
| |
|
|
| /s/ Jennie M. Raubacher |
Director |
July 23, 2024 |
| Jennie M. Raubacher |
|
|
| |
|
|
| /s/ Paul Carl (Chip) Schorr IV |
Director |
July 23, 2024 |
| Paul Carl (Chip) Schorr IV |
|
|
Exhibit 5.1
| |
|
|
|
 |
Davis Polk & Wardwell llp
450 Lexington Avenue
New York, NY 10017
davispolk.com
|
|
|
| |
|
|
|
July 23, 2024
Allegro MicroSystems, Inc.
955 Perimeter Road
Manchester, New Hampshire 03103
Ladies and Gentlemen:
Allegro MicroSystems, Inc., a Delaware corporation (the “Company”)
is filing with the Securities and Exchange Commission a Registration Statement on Form S-3 (the “Registration Statement”)
for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), (a) shares of common
stock, par value $0.01 per share (the “Common Stock”) of the Company; (b) shares of preferred stock, par value $0.01
per share (the “Preferred Stock”) of the Company; (c) the Company’s debt securities (the “Debt Securities”),
which may be issued pursuant to an indenture, between the Company and a trustee to be named therein (the “Trustee”)
(the “Indenture”); (d) warrants of the Company (the “Warrants”), which may be issued under one or
more warrant agreements (each, a “Warrant Agreement”) to be entered into between the Company and a warrant agent to
be named therein (the “Warrant Agent”); (e) purchase contracts (the “Purchase Contracts”) which
may be issued under one or more purchase contract agreements (each, a “Purchase Contract Agreement”) to be entered
into between the Company and the purchase contract agent to be named therein (the “Purchase Contract Agent”); and (f)
units (the “Units”) to be issued under one or more unit agreements to be entered into among the Company, a bank or
trust company, as unit agent (the “Unit Agent”), and the holders from time to time of the Units (each such unit agreement,
a “Unit Agreement”).
We, as your counsel, have examined originals or copies of such documents,
corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of
rendering this opinion.
In rendering the opinions expressed herein, we have, without independent
inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted
to us as copies conform to authentic, complete originals, (iii) all documents filed as exhibits to the Registration Statement that have
not been executed will conform to the forms thereof, (iv) all signatures on all documents that we reviewed are genuine, (v) all natural
persons executing documents had and have the legal capacity to do so, (vi) all statements in certificates of public officials and officers
of the Company that we reviewed were and are accurate and (vii) all representations made by the Company as to matters of fact in the documents
that we reviewed were and are accurate.
Based upon the foregoing, and subject to the additional assumptions
and qualifications set forth below, we advise you that, in our opinion:
| 1. | When the necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of such shares of
Common Stock proposed to be sold by the Company, and when such shares of Common Stock are issued and delivered in accordance with the
applicable underwriting or other agreement against payment therefor (in excess of par value thereof) or upon conversion or exercise of
any security offered under the Registration Statement (the “Offered |
| |
|
|
|
|
Allegro MicroSystems, Inc.
|
|
|
Security”), in accordance with
the terms of such Offered Security or the instrument governing such Offered Security providing for such conversion or exercise as approved
by the Board of Directors of the Company, for the consideration approved by such Board of Directors (which consideration is not less than
the par value of the Common Stock), such shares of Common Stock will be validly issued, fully-paid and non-assessable.
| 2. | Upon designation of the relative rights, preferences and limitations of any series of Preferred Stock by the Board of Directors of
the Company and the proper filing with the Secretary of State of the State of Delaware of a Certificate of Designation relating to such
series of Preferred Stock, all necessary corporate action on the part of the Company will have been taken to authorize the issuance and
sale of such series of Preferred Stock proposed to be sold by the Company, and when such shares of Preferred Stock are issued and delivered
in accordance with the applicable underwriting or other agreement against payment therefor (in excess of par value thereof), such shares
of Preferred Stock will be validly issued, fully paid and non-assessable. |
| 3. | When the Indenture and any supplemental indenture to be entered into in connection with the issuance of any Debt Securities have been
duly authorized, executed and delivered by the Trustee and the Company; the specific terms of a particular series of Debt Securities have
been duly authorized and established in accordance with the Indenture; and such Debt Securities have been duly authorized, executed, authenticated,
issued and delivered in accordance with the Indenture and the applicable underwriting or other agreement against payment therefor, such
Debt Securities will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles
of general applicability, provided that we express no opinion as to (x) the enforceability of any waiver of rights under any usury or
stay law; (y) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed
above or (z) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated
principal amount upon acceleration of the Debt Securities to the extent determined to constitute unearned interest. |
| 4. | When the Warrant Agreement to be entered into in connection with the issuance of any Warrants has been duly authorized, executed and
delivered by the Warrant Agent and the Company; the specific terms of the Warrants have been duly authorized and established in accordance
with the Warrant Agreement; and such Warrants have been duly authorized, executed, issued and delivered in accordance with the Warrant
Agreement and the applicable underwriting or other agreement against payment therefor, such Warrants will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability. |
| 5. | When the Purchase Contract Agreement to be entered into in connection with the issuance of any Purchase Contracts has been duly authorized,
executed and delivered by the Purchase Contract Agent and the Company; the specific terms of the Purchase Contracts have been duly authorized
and established in accordance with the Purchase Contract Agreement; and such Purchase Contracts have been duly authorized, executed, issued
and delivered in accordance with the Purchase Contract Agreement and the applicable underwriting or other agreement against payment therefor,
such Purchase Contracts will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject
to applicable bankruptcy, insolvency and similar |
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Allegro MicroSystems, Inc.
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laws affecting creditors’ rights generally, concepts
of reasonableness and equitable principles of general applicability.
| 6. | When the Unit Agreement to be entered into in connection with the issuance of any Units has been duly authorized, executed and delivered
by the Unit Agent and the Company; the specific terms of the Units have been duly authorized and established in accordance with the Unit
Agreement; and such Units have been duly authorized, executed, issued and delivered in accordance with the Unit Agreement and the applicable
underwriting or other agreement against payment therefor, such Units will constitute valid and binding obligations of the Company, enforceable
in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally,
concepts of reasonableness and equitable principles of general applicability. |
In connection with the opinions expressed above, we have assumed that,
at or prior to the time of the delivery of any such security, (i) the Board of Directors of the Company shall have duly established the
terms of such security and duly authorized the issuance and sale of such security and such authorization shall not have been modified
or rescinded; (ii) the Company shall remain, validly existing as a corporation in good standing under the laws of the State of Delaware;
(iii) the Registration Statement shall have become effective and such effectiveness shall not have been terminated or rescinded; (iv)
the Indenture, the Debt Securities, the Warrant Agreement, the Purchase Contract Agreement and the Unit Agreement are each valid, binding
and enforceable agreements of each party thereto (other than as expressly covered above in respect of the Company); and (v) there shall
not have occurred any change in law affecting the validity or enforceability of such security. We have also assumed that (i) the terms
of any security whose terms are established subsequent to the date hereof and the issuance, execution, delivery and performance by the
Company of any such security (a) require no action by or in respect of, or filing with, any governmental body, agency or official and
(b) do not contravene, or constitute a default under, any provision of applicable law or public policy or regulation or any judgment,
injunction, order or decree or any agreement or other instrument binding upon the Company and (ii) any Warrant Agreement, Purchase Contract
Agreement and Unit Agreement will be governed by the laws of the State of New York.
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and further consent to the reference to our name under the caption “Legal Matters”
in the prospectus, which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category
of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell LLP
EXHIBIT 23.2
CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of Allegro MicroSystems, Inc. of our report dated May 23,
2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears
in Allegro MicroSystems, Inc.'s Annual Report on Form 10-K for the year ended March 29, 2024. We also consent to the reference
to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
July 23, 2024
EXHIBIT 23.3
CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated May 18, 2022
with respect to the consolidated financial statements of Allegro Microsystems, Inc. included in the Annual Report on Form 10-K for the
year ended March 29, 2024, which are incorporated by reference in this Registration Statement. We consent to the incorporation by
reference of the aforementioned report in this Registration Statement, and to the use of our name as it appears under the caption “Experts.”
/s/ Grant Thornton LLP
Boston, Massachusetts
July 23, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Allegro MicroSystems, Inc.
(Exact Name of Registrants as Specified in its
Charter)
Table 1: Newly Registered and Carry Forward
Securities
| |
Security
Type |
Security
Class Title |
Fee
Calculation or Carry Forward Rule |
Amount
Registered |
Proposed
Maximum Offering Price Per Unit |
Maximum
Aggregate Offering Price |
Fee
Rate |
Amount
of Registration Fee |
Carry
Forward Form Type |
Carry
Forward File Number |
Carry
Forward Initial Effective Date |
Filing Fee Previously Paid In Connection
with Unsold Securities to be Carried Forward |
| Newly
Registered Securities |
| Fees to be Paid |
Equity |
Common Stock, par value $0.01
per share |
456(b)
and 457(r) |
(1)(2) |
(1)(2) |
— |
(3) |
(3) |
|
|
|
|
| Equity |
Preferred Stock, par value
$0.01 per share |
456(b)
and 457(r) |
(1)(2) |
(1)(2) |
— |
(3) |
(3) |
|
|
|
|
| Debt |
Debt Securities |
456(b)
and 457(r) |
(1) |
(1) |
— |
(3) |
(3) |
|
|
|
|
| Other |
Warrants |
456(b)
and 457(r) |
(1) |
(1) |
|
(3) |
(3) |
|
|
|
|
| Other |
Purchase Contracts |
456(b)
and 457(r) |
(1) |
(1) |
— |
(3) |
(3) |
|
|
|
|
| |
Other |
Units |
456(b)
and 457(r) |
(1) |
(1) |
— |
(3) |
(3) |
|
|
|
|
| Fees
Previously Paid |
N/A |
N/A |
N/A |
N/A |
N/A |
— |
|
N/A |
|
|
|
|
| Carry
Forward Securities |
| Carry
Forward Securities |
N/A |
N/A |
N/A |
N/A |
|
N/A |
|
|
N/A |
N/A |
N/A |
N/A |
| |
|
|
Total
Offering Amounts |
|
N/A |
|
N/A |
|
|
|
|
| |
|
|
Total
Fees Previously Paid |
|
|
|
N/A |
|
|
|
|
| |
|
|
Total
Fee Offsets |
|
|
|
N/A |
|
|
|
|
| |
|
|
Net
Fee Due |
|
|
|
N/A |
|
|
|
|
| (1) | An unspecified number of securities or aggregate principal amount, as applicable, is being registered as may from time to time be
offered at unspecified prices and, in addition, an unspecified number of additional shares of Common Stock is being registered as may
be issued from time to time upon conversion of any Debt Securities that are convertible into Common Stock or pursuant to any anti-dilution
adjustments with respect to any such convertible Debt Securities.
|
| (2) | Includes rights to acquire Common Stock or Preferred Stock of the registrant under any shareholder rights plan then in effect, if
applicable under the terms of any such plan.
|
| (3) | In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant
is deferring payment of the entire registration fee. |
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