##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K/A
 Amendment No. 1
 þ
    
    Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2006
 or
 o
    
    Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
 Commission file number: 0-19032
 ATMEL CORPORATION
  Delaware
    
    77-0051991(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 
 
  Title of each class
    
    Name of exchange on which registeredCommon Stock, par value $0.001 per share
    
    The NASDAQ Stock Market LLCPreferred Share Right (currently attached to and trading
 only with the Common Stock)
    
    (NASDAQ Global Select Market)
   o þ
 o þ
 o þ
 o
  þ o o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




---



##### 



TABLE OF CONTENTS
 EXPLANATORY NOTE
    
    3PART IV
    
    3ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    
    3SIGNATURES
    
    5EXHIBIT INDEXEXHIBIT 23.1EXHIBIT 31.3EXHIBIT 31.4
  2




---



##### Table of Contents



EXPLANATORY NOTE
 The sole purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2006 (the Form 10-K) is to file the consent of our auditors,
PricewaterhouseCoopers LLP, independent registered public accounting firm, as Exhibit 23.1 and
include Exhibit 23.1 in the list of exhibits contained in Part IV, Item 15 of the Form 10-K. No
other changes have been made to the Form 10-K.
 
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)
    
    The following documents are filed as part of, or incorporated by reference into, this
Annual Report on Form 10-K:1.
    
    Financial Statements. See Index to Consolidated Financial Statements under Item 8
of this Annual Report on Form 10-K.2.
    
    Financial Statement Schedules. See Index to Consolidated Financial Statements
under Item 8 of this Annual Report on Form 10-K.
 3.
    
    Exhibits. The following Exhibits are filed as part of, or incorporated by reference
into, this Annual Report on Form 10-K:3.1
    
    Restated Certificate of Incorporation of Registrant (which is incorporated herein by
reference to Exhibit 3.1 to the Registrants Quarterly Report on Form 10-Q for the quarter
ended June 30, 2003, Commission File No. 0-19032).3.2
    
    Amended and Restated Bylaws of Registrant (which is incorporated herein by reference to
Exhibit 3.1 to the Registrants Current Report on Form 8-K (Commission File No. 0-19032) filed
on March 28, 2007).3.3
    
    Certificate of Determination of Rights, Preferences and Privileges of Series A Preferred
Stock (which is incorporated herein by reference to Exhibit A of Exhibit 1 to the Registrants
Registration Statement on Form 8-A/12G/A (File No. 000-19032) filed on December 6, 1999).4.1
    
    Amended and Restated Preferred Shares Rights Agreement dated as of October 18, 1999, between
Atmel Corporation and BankBoston, N.A., a national banking association, including the
Certificate of Determination, the form of Rights Certificate and the Summary of Rights (which
is incorporated herein by reference to Exhibit 1 to the Registrants Registration Statement on
Form 8-A/12G/A (File No. 000-19032) filed on December 6, 1999).10.1+
    
    1986 Incentive Stock Option Plan, as amended, and forms of stock option agreements
thereunder (which is incorporated herein by reference to Exhibit 10.1 to the Registrants
Registration Statement on Form S-1 (File No. 33-38882) declared effective on March 19, 1991).10.2+
    
    1991 Employee Stock Purchase Plan, as amended (which is incorporated herein by reference to
Exhibit 10.2 to the Registrants Annual Report on Form 10-K for the year ended December 31,
2002, Commission File No. 0-19032).10.3+
    
    Form of Indemnification Agreement between Registrant and its officers and directors (which
is incorporated herein by reference to Exhibit 10.4 to the Registrants Annual Report on Form
10-K for the year ended December 31, 1999, Commission File No. 0-19032).10.4+
    
    2005 Stock Plan and forms of agreements thereunder (which is incorporated herein by
reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K (Commission File No.
0-19032) filed on May 16, 2005).
 3




---



##### Table of Contents



10.5+
    
    Employment Agreement dated as of August 6, 2006 between Registrant and Steven Laub (which is
incorporated herein by reference to Exhibit 10.1 to the Registrants Current Report on Form
8-K (Commission File No. 0-19032) filed on March 19, 2007).10.6+
    
    Amendment to the Employment Agreement dated as of March 13, 2007 between Registrant and
Steven Laub (which is incorporated herein by reference to Exhibit 10.2 to the Registrants
Current Report on Form 8-K (Commission File No. 0-19032) filed on March 19, 2007).10.7
    
    Facility Agreement, dated as of March 15, 2006, by and among the Registrant, Atmel Sarl,
Atmel Switzerland Sarl, the financial institutions listed therein, and Bank of America, N.A.,
as facility agent and security agent (which is incorporated herein by reference to Exhibit
10.1 to the Registrants Current Report on Form 8-K (Commission File No. 0-19032) filed on
March 21, 2006).10.8
    
    Share Purchase Agreement, dated as of July 12, 2006, between e2v technologies SAS and Atmel
Paris SAS (which is incorporated herein by reference to Exhibit 2.1 to the Registrants
Current Report on Form 8-K (Commission File No. 0-19032) filed on July 13, 2006).10.9+
    
    Stock Option Fixed Exercise Date Form (which is incorporated herein by reference to Exhibit
10.1 to the Registrants Current Report on Form 8-K (Commission File No. 0-19032) filed on
January 8, 2007).21.1*
    
    Subsidiaries of Registrant.23.1
    
    Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.24.1*
    
    Power of Attorney.31.1*
    
    Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)
and 15d-14(a).31.2*
    
    Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)
and 15d-14(a).31.3
    
    Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)
and 15d-14(a).31.4
    
    Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)
and 15d-14(a).32.1*
    
    Certification of Chief 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 Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 +
    
    Indicates management compensatory plan, contract or arrangement.*
    
    Previously filed with the Form 10-K.(b)
    
    Exhibits. See Item 15(a)(3) above.(c)
    
    Financial Statement Schedules. See Item 15(a)(2) above. 4




---



##### Table of Contents



SIGNATURES
  ATMEL CORPORATIONJune 27, 2007
    By:
    /s/ Steven LaubSteven LaubPresident and Chief Executive Officer  Signature
    
    Title/s/ Steven Laub

(Steven Laub)
    
    President, Chief Executive Officer and Director (principal executive officer)/s/ Robert Avery

(Robert Avery)
    
    Vice President Finance and Chief Financial Officer (principal financial and accounting
officer)*

(Tsung-Ching Wu)
    
    Director*

(T. Peter Thomas)
    
    Director*

(Pierre Fougere)
    
    Director*

(Dr. Chaiho Kim)
    
    Director*

(David Sugishita)
    
    Director
 *By:
    /s/ Steven LaubSteven LaubAttorney-in-Fact 5




---



##### Table of Contents



EXHIBIT INDEX
 3.1
    
    Restated Certificate of Incorporation of Registrant (which is incorporated herein by
reference to Exhibit 3.1 to the Registrants Quarterly Report on Form 10-Q for the quarter
ended June 30, 2003, Commission File No. 0-19032).3.2
    
    Amended and Restated Bylaws of Registrant (which is incorporated herein by reference to
Exhibit 3.1 to the Registrants Current Report on Form 8-K (Commission File No. 0-19032) filed
on March 28, 2007).3.3
    
    Certificate of Determination of Rights, Preferences and Privileges of Series A Preferred
Stock (which is incorporated herein by reference to Exhibit A of Exhibit 1 to the Registrants
Registration Statement on Form 8-A/12G/A (File No. 000-19032) filed on December 6, 1999).4.1
    
    Amended and Restated Preferred Shares Rights Agreement dated as of October 18, 1999, between
Atmel Corporation and BankBoston, N.A., a national banking association, including the
Certificate of Determination, the form of Rights Certificate and the Summary of Rights (which
is incorporated herein by reference to Exhibit 1 to the Registrants Registration Statement on
Form 8-A/12G/A (File No. 000-19032) filed on December 6, 1999).10.1+
    
    1986 Incentive Stock Option Plan, as amended, and forms of stock option agreements
thereunder (which is incorporated herein by reference to Exhibit 10.1 to the Registrants
Registration Statement on Form S-1 (File No. 33-38882) declared effective on March 19, 1991).10.2+
    
    1991 Employee Stock Purchase Plan, as amended (which is incorporated herein by reference to
Exhibit 10.2 to the Registrants Annual Report on Form 10-K for the year ended December 31,
2002, Commission File No. 0-19032).10.3+
    
    Form of Indemnification Agreement between Registrant and its officers and directors (which
is incorporated herein by reference to Exhibit 10.4 to the Registrants Annual Report on Form
10-K for the year ended December 31, 1999, Commission File No. 0-19032).10.4+
    
    2005 Stock Plan and forms of agreements thereunder (which is incorporated herein by
reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K (Commission File No.
0-19032) filed on May 16, 2005).10.5+
    
    Employment Agreement dated as of August 6, 2006 between Registrant and Steven Laub (which is
incorporated herein by reference to Exhibit 10.1 to the Registrants Current Report on Form
8-K (Commission File No. 0-19032) filed on March 19, 2007).10.6+
    
    Amendment to Employment Agreement dated as of March 13, 2007 between Registrant and Steven
Laub (which is incorporated herein by reference to Exhibit 10.2 to the Registrants Current
Report on Form 8-K (Commission File No. 0-19032) filed on March 19, 2007).10.7
    
    Facility Agreement, dated as of March 15, 2006, by and among the Registrant, Atmel Sarl,
Atmel Switzerland Sarl, the financial institutions listed therein, and Bank of America, N.A.,
as facility agent and security agent (which is incorporated herein by reference to Exhibit
10.1 to the Registrants Current Report on Form 8-K (Commission File No. 0-19032) filed on
March 21, 2006).10.8
    
    Share Purchase Agreement, dated as of July 12, 2006, between e2v technologies SAS and Atmel
Paris SAS (which is incorporated herein by reference to Exhibit 2.1 to the Registrants
Current Report on Form 8-K (Commission File No. 0-19032) filed on July 13, 2006).10.9+
    
    Stock Option Fixed Exercise Date Form (which is incorporated herein by reference to Exhibit
10.1 to the Registrants Current Report on Form 8-K (Commission File No. 0-19032) filed on
January 8, 2007).21.1*
    
    Subsidiaries of Registrant.23.1
    
    Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.




---



##### Table of Contents



24.1*
    
    Power of Attorney.31.1*
    
    Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)
and 15d-14(a).31.2*
    
    Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)
and 15d-14(a).31.3
    
    Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)
and 15d-14(a).31.4
    
    Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)
and 15d-14(a).32.1*
    
    Certification of Chief 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 Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 +
    
    Indicates management compensatory plan, contract or arrangement.*
    
    Previously filed with the Form 10-K.