0001144204-12-038875.txt : 20120710 0001144204-12-038875.hdr.sgml : 20120710 20120710171150 ACCESSION NUMBER: 0001144204-12-038875 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120706 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20120710 DATE AS OF CHANGE: 20120710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERICOM SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0001001426 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770254621 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27026 FILM NUMBER: 12956502 BUSINESS ADDRESS: STREET 1: 3545 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4084350800 MAIL ADDRESS: STREET 1: 3545 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134 8-K 1 v318170_8k.htm FORM 8-K

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of Earliest Event Reported): July 10, 2012 (July 6, 2012)

 

 PERICOM SEMICONDUCTOR CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

California

(State or Other Jurisdiction of Incorporation)

 

0-27026

(Commission File Number)

77-0254621

(I.R.S. Employer Identification No.)

 

3345 North First Street, San Jose, California 95134

(Address of Principal Executive Offices) (Zip Code)

 

(408) 435-0800

(Registrant’s Telephone Number, Including Area Code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

 

 

 

   

Item 1.01  Entry into a Material Definitive Agreement.

 

On July 6, 2012, Pericom Semiconductor Corporation (the “Company”) entered into a Purchase and Sale Agreement (the “Agreement”) to purchase a building to serve as its new corporate headquarters located in Milpitas, California for $7.7 million from Barber Lane Investors, LLC (the “Seller”). Pursuant to the Agreement, the Company will acquire (i) the building located at 1545 Barber Lane, Milpitas, California consisting of approximately 85,040 square feet of space, (ii)  title to the real property of approximately 4.5 acres upon which the building is located, (iii) personal property located in the building which is owned by the Seller and used in the operation and maintenance of the building and (iv) leases and other intangible property related to the building and real property. The Company has deposited $500,000 in escrow in connection with the pending transaction. The deposit may be retained by the Seller if applicable closing conditions are satisfied and the Company fails to close the transaction. The Company expects to incur additional costs in connection with the transaction, including transfer taxes and other fees and expenses.

 

The transaction is subject to certain customary closing conditions and provides certain termination rights to the Company and the Seller. The Company currently expects to close the transaction in the third quarter of 2012 but there is no guarantee that the Company will close the transaction as scheduled or at all.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This Form 8-K contains forward-looking statements relating to, among other things, our purchase of the property and the expected timing for closing this acquisition. Our actual results could differ materially from those predicted or implied. Factors that could cause or contribute to such differences include, but are not limited to, the ability of the Company and the Seller to satisfy applicable closing conditions under the Agreement. Undue reliance should not be placed on the forward-looking statements in this Form 8-K, which are based on information available to us on the date hereof. We assume no obligation to update such statements.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

PERICOM SEMICONDUCTOR CORPORATION

 

 

By:  /s/ Aaron Tachibana                             

        Aaron Tachibana

        Chief Financial Officer

 

 

Date: July 10, 2012

 

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