ALGM 10-K Annual Report March 25, 2022 | Alphaminr
ALLEGRO MICROSYSTEMS, INC.
ALPHAMINR

ALGM 10-K Fiscal year ended March 25, 2022

Balance Sheet
Cash Flow
Income Statement
Debt
Name: ALLEGRO MICROSYSTEMS, INC. <br /> CIK: 866291 <br /> Filing Type: 10-K/A <br /> Report Date: 2022-03-25 <br /> Download URL: https://www.sec.gov/Archives/edgar/data/866291/000086629122000041/algm-20220325.htm <br />
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. ReservedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibit and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Master Transaction Agreement, dated as of March 25, 2020, by and among Polar Semiconductor, LLC, Allegro MicroSystems, Inc., Allegro MicroSystems, LLC and Sanken Electric Co., Ltd.(incorporated by reference from Exhibit 2.1 to the Companys Registration Statement on Form S-1/A filed on October 13, 2020) 3.1 Third Amended and Restated Certificate of Incorporation of Allegro MicroSystems, Inc. (incorporated by reference from Exhibit 3.1 to the Companys Current Report on Form 8-K filed on November 2, 2020) 3.2 Amended and Restated Bylaws of Allegro MicroSystems, Inc. (incorporated by reference from Exhibit 3.2 to the Companys Current Report on Form 8-K filed on November 2, 2020) 4.1 Specimen Stock Certificate evidencing the shares of common stock(incorporated by reference from Exhibit 4.1 to the Companys Registration Statement on Form S-1/A filed on October 21, 2020) 4.2 Stockholders Agreement, dated as of September 30, 2020, by and among Allegro MicroSystems, Inc., Sanken Electric Co., Ltd. and OEP SKNA, L.P. (incorporated by reference from Exhibit 4.3 to the Companys Registration Statement on Form S-1/A filed on October 13, 2020) 4.3 Addendum to Stockholders Agreement of Allegro MicroSystems, Inc., dated as of June 30, 2021, by and among Allegro MicroSystems, Inc., OEP SKNA, L.P. and Sanken Electric Co., Ltd. (incorporated by reference from Exhibit 10.1 to the Companys Current Report on Form 8-K filed on July 1, 2021) 4.4 Amended and Restated Registration Rights Agreement, by and among the Company, Sanken Electric Co. and OEP SKNA, L.P. (incorporated by reference from Exhibit 10.1 to the Companys Current Report on Form 8-K filed on November 2, 2020) 4.5 Description of securities (incorporated by reference from Exhibit 4.4 to the Companys Annual Report on Form 10-K on May 19, 2021) 4.6 Form of Indenture (incorporated by reference from Exhibit 4.3 to the Companys Registration Statement on Form S-3ASR filed on November 1, 2021) 10.1 Amended and Restated Limited Liability Company Agreement of Polar Semiconductor, LLC, dated as of March 28, 2020, by and among Polar Semiconductor, LLC, Allegro MicroSystems, Inc. and Sanken Electric Co. Ltd.(incorporated by reference from Exhibit 2.1 (Exhibit B) to the Companys Registration Statement on Form S-1/A filed on October 13, 2020) 10.2 Wafer Foundry Agreement, dated as of April 12, 2013, by and between Allegro MicroSystems, LLC and Polar Semiconductor, LLC (incorporated by reference from Exhibit 10.5 to the Companys Registration Statement on Form S-1/A filed on October 13, 2020) 10.3 Amendment No. 1 to Wafer Foundry Agreement, dated as of March 28, 2020, by and between Allegro MicroSystems, LLC and Polar Semiconductor, LLC (incorporated by reference from Exhibit 2.1 (Exhibit C) to the Companys Registration Statement on Form S-1/A filed on October 13, 2020) 10.4 Letter Agreement regarding FY21 Price Support, dated as of March 28, 2020, by and between Allegro MicroSystems, LLC and Polar Semiconductor, LLC (incorporated by reference from Exhibit 2.1 (Exhibit D) to the Companys Registration Statement on Form S-1/A filed on October 13, 2020) 10.5 Letter Agreement regarding Consolidation of Technology Agreements, by and among Allegro MicroSystems, LLC, Sanken Electric Co., Ltd. and Polar Semiconductor, LLC (incorporated by reference from Exhibit 2.1 (Exhibit F) to the Companys Registration Statement on Form S-1/A filed on October 13, 2020) 10.6 Distribution Agreement, dated as of July 5, 2007, by and between Allegro MicroSystems, Inc. and Sanken Electric Co., Ltd. (incorporated by reference from Exhibit 10.15 to the Companys Registration Statement on Form S-1/A filed on October 21, 2020) 10.7 Amended and Restated Transfer Pricing Agreement, dated as of March 28, 2020, by and among Sanken Electric Co., Ltd., Allegro MicroSystems, Inc., Allegro MicroSystems, LLC and Polar Semiconductor, LLC (incorporated by reference from Exhibit 2.1 (Exhibit I) to the Companys Registration Statement on Form S-1/A filed on October 13, 2020) 10.8 Sales Representative Agreement, dated as of July 5, 2007, by and between Sanken Electric Co., Ltd. and Allegro MicroSystems, Inc. (incorporated by reference from Exhibit 10.17 to the Companys Registration Statement on Form S-1/A filed on October 21, 2020) 10.9 Royalty Sharing Agreement, dated as of September 3, 2013, by and between Sanken Electric Co., Ltd. and Allegro MicroSystems, LLC (incorporated by reference from Exhibit 10.18 to the Companys Registration Statement on Form S-1/A filed on October 21, 2020) 10.10 Sublease Agreement, by and between Allegro MicroSystems Business Development, Inc. and Sanken Electric Co., Ltd. (incorporated by reference from Exhibit 10.19 to the Companys Registration Statement on Form S- filed on October 6, 2020) 10.11 Contract of Lease, dated as of April 1, 2004, by and between Allegro MicroSystems Phils. Realty, Inc. and Allegro MicroSystems Philippines, Inc. (incorporated by reference from Exhibit 10.20 to the Companys Registration Statement on Form S-1 filed on October6, 2020) 10.12 Contract of Lease, dated as of May 23, 2008, by and between Allegro MicroSystems Phils. Realty, Inc. and Allegro MicroSystems Philippines, Inc. (incorporated by reference from Exhibit 10.21 to the Companys Registration Statement on Form S-1 filed on October6, 2020) 10.13 Contract of Lease, dated as of February 10, 2010, by and between Allegro MicroSystems Phils. Realty, Inc. and Allegro MicroSystems Philippines, Inc. (incorporated by reference from Exhibit 10.22 to the Companys Registration Statement on Form S-1 filed on October6, 2020) 10.14 Contract of Lease, dated as of December 29, 2017, by and between Allegro MicroSystems Phils. Realty, Inc. and Allegro MicroSystems Philippines, Inc. (incorporated by reference from Exhibit 10.23 to the Companys Registration Statement on Form S-1 filed on October6, 2020) 10.15 Board Executive Advisor Agreement, dated as of September 28, 2017, by and between Allegro MicroSystems, Inc. and Reza Kazerounian (incorporated by reference from Exhibit 10.24 to the Companys Registration Statement on Form S-1 filed on October6, 2020) 10.16 Amendment to Board Executive Advisor Agreement, dated as of June 28, 2018, by and between Allegro MicroSystems, Inc. and Reza Kazerounian (incorporated by reference from Exhibit 10.25 to the Companys Registration Statement on Form S-1 filed on October6, 2020) 10.17 Director Offer Letter, dated as of June 28, 2018, by and between Allegro MicroSystems, Inc. and Reza Kazerounian (incorporated by reference from Exhibit 10.26 to the Companys Registration Statement on Form S-1 filed on October6, 2020)* 10.18 Amended and Restated Allegro MicroSystems, LLC Executive Deferred Compensation Plan, dated as of September 15, 2015 (incorporated by reference from Exhibit 10.30 to the Companys Registration Statement on Form S-1/A filed on October 13, 2020)* 10.19 Form of Allegro MicroSystems, Inc. 2020 Omnibus Incentive Compensation Plan (incorporated by reference from Exhibit 99.1 to the Companys Registration Statement on Form S-8 filed on October 30, 2020)* 10.20 Form of Restricted Stock Unit Agreement under Allegro MicroSystems, Inc. 2020 Omnibus Incentive Compensation Plan (Employees)(incorporated by reference from Exhibit 10.31to the CompanysAnnualReport on Form 10-Kfiled onMay19, 2021)* 10.21 Form of Restricted Stock Unit Agreement under Allegro MicroSystems, Inc. 2020 Omnibus Incentive Compensation Plan (Board of Directors) (incorporated by reference from Exhibit 10.34 to the Companys Registration Statement on Form S-1/A filed on October 21, 2020)* 10.22 Form of Performance Stock Unit Agreement under Allegro MicroSystems, Inc. 2020 Omnibus Incentive Compensation Plan(incorporated by reference from Exhibit 10.33to the Companys Annual Report on Form 10-K filed on May 19, 2021)* 10.23 Form of Allegro MicroSystems, Inc. 2020 Employee Stock Purchase Plan (incorporated by reference from Exhibit 99.5 to the Companys Registration Statement on Form S-8 filed on October 30, 2020)* 10.24 Amended and Restated Severance Agreement, dated as of September 30, 2020, by and between Allegro MicroSystems, LLC, Allegro MicroSystems, Inc. and Paul V. Walsh, Jr. (incorporated by reference from Exhibit 10.38 to the Companys Registration Statement on Form S-1/A filed on October13, 2020)* 10.25 Amended and Restated Severance Agreement, dated as of September 30, 2020, by and between Allegro MicroSystems, LLC, Allegro MicroSystems, Inc. and Michael C. Doogue (incorporated by reference from Exhibit 10.39 to the Companys Registration Statement on Form S-1/A filed on October13, 2020)* 10.26 Amended and Restated Severance Agreement, dated as of September 30, 2020, by and between Allegro MicroSystems, LLC, Allegro MicroSystems, Inc. and Max R. Glover (incorporated by reference from Exhibit 10.40 to the Companys Registration Statement on Form S-1/A filed on October13, 2020)* 10.27 Offer Letter, dated as of June 21, 2019, by and between Allegro MicroSystems, Inc. and Max R. Glover (incorporated by reference from Exhibit 10.41 to the Companys Registration Statement on Form S-1/A filed on October 13, 2020)* 10.28 Offer Letter, dated as of October 15, 2021, by and between Allegro MicroSystems, Inc. and Sharon Briansky (incorporated by reference from Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q filed on February 2, 2022)* 10.29 Offer Letter, dated January 6, 2022, by and between Allegro MicroSystems, Inc. and Derek DAntilio (incorporated by reference from Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed on February 2, 2022)* 10.30 Severance Agreement, dated as of January 10, 2022, by and between Allegro MicroSystems, Inc. and Derek DAntilio (incorporated by reference from Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q filed on February 2, 2022)* 10.31 Severance Agreement, dated as of dated as of December 6, 2021, by and between Allegro MicroSystems, Inc. and Sharon S. Briansky (incorporated by reference from Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q filed on February 2, 2022)* 10.32 Consulting Agreement, dated as of January 10, 2022, by and between Allegro MicroSystems, Inc. and Paul V. Walsh, Jr. (incorporated by reference from Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q filed on February 2, 2022)* 10.33 Summary of Allegro MicroSystems, Inc. Non-Employee Director Compensation* 10.34 Employment Agreement, dated May 2, 2022, by and between Allegro MicroSystems, Inc. and Vineet Nargolwala (incorporated by reference from Exhibit 10.3 to the Companys Current Report on Form 8-K filed on May 9, 2022)* 10.35 Second Amended and Restated Severance Agreement, dated May 6, 2022, by and between Allegro MicroSystems, Inc. and Ravi Vig (incorporated by reference from Exhibit 10.1 to the Companys Current Report on Form 8-K filed on May 9, 2022)* 10.36 Letter Agreement, dated May 6, 2022, between Allegro MicroSystems, Inc. and Ravi Vig (incorporated by reference from Exhibit 10.2 to the Companys Current Report on Form 8-K filed on May 9, 2022)* 10.37 Form of Indemnification Agreement between Allegro MicroSystems, Inc. and its directors and officers(incorporated by reference from Exhibit 10.43 to the Companys Registration Statement on Form S-1/A filed on October 21, 2020) 10.38 Term Loan Credit Agreement, dated as of September 30, 2020, by and between Allegro MicroSystems, Inc., Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the other agents, arrangers and lenders party thereto (incorporated by reference from Exhibit 10.44 to the Companys Registration Statement on Form S-1/A filed on October13, 2020) 10.39 Term Loan Security Agreement, dated as of September 30, 2020, by and between Allegro MicroSystems, Inc., the other grantors party thereto from time to time, and Credit Suisse AG, Cayman Islands Branch, as collateral agent (incorporated by reference from Exhibit 10.45 to the Companys Registration Statement on Form S-1/A filed on October13, 2020) 10.40 Revolving Facility Credit Agreement, dated as of September 30, 2020, by and between Allegro MicroSystems, Inc., Mizuho Bank, Ltd., as administrative agent and collateral agent, and the other agents, arrangers and lenders party thereto (incorporated by reference from Exhibit 10.46 to the Companys Registration Statement on Form S-1/A filed on October13, 2020) 10.41 Revolving Facility Security Agreement, dated as of September 30, 2020, by and between Allegro MicroSystems, Inc., the other grantors party thereto from time to time, and Mizuho Bank, Ltd., as collateral agent (incorporated by reference from Exhibit 10.47 to the Companys Registration Statement on Form S-1/A filed on October 13, 2020) 10.42 Loan Agreement, dated as of December 2, 2021, by and between Allegro MicroSystems, Inc. and Polar Semiconductor, LLC (incorporated by reference from Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on February 2, 2022) 21.1 Subsidiaries of Allegro MicroSystems, Inc. 23.1 Consent of Grant Thornton LLP 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**