-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RQsTEXIDe7DvVVLUGEEfVgIfNpXeP1Fuzy5PO+1h9wij815YoolPPtcp4nyEXqDE KiY0XcRm5JSCvLPfB9lMlA== 0000950134-01-001805.txt : 20010307 0000950134-01-001805.hdr.sgml : 20010307 ACCESSION NUMBER: 0000950134-01-001805 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010227 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DALLAS SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0000749420 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 751935715 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10464 FILM NUMBER: 1556266 BUSINESS ADDRESS: STREET 1: 4401 S BELTWOOD PKWY CITY: DALLAS STATE: TX ZIP: 75244-3292 BUSINESS PHONE: 2144500400 MAIL ADDRESS: STREET 1: 4401 S BELTWOOD PKWY STREET 2: 4401 S BELTWOOD PKWY CITY: DALLAS STATE: TX ZIP: 75244-3292 8-K 1 d84624e8-k.txt FORM 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): FEBRUARY 27, 2001 DALLAS SEMICONDUCTOR CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-10464 75-1935715 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission File (IRS Employer incorporation) Number) Identification No.) 4401 SOUTH BELTWOOD PARKWAY, DALLAS, TEXAS 75244 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 972) 371-4000 ------------- (NOT APPLICABLE) - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 ITEM 5. OTHER EVENTS On January 28, 2001, Maxim Integrated Products, Inc., a Delaware corporation ("Maxim"), MI Acquisition, Inc., a Delaware corporation ("Merger Sub"), and Dallas Semiconductor Corporation, a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will, subject to the terms and conditions of the Merger Agreement, merge with and into the Company (the "Merger"), with the Company becoming a wholly-owned subsidiary of Maxim. The Merger Agreement is incorporated herein by reference. Attached as Exhibit 99.1 are illustrative examples of the exchange ratio, based upon certain assumptions. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 2.1+ Agreement and Plan of Merger, dated as of January 28, 2001, by and among Maxim Integrated Products, Inc., MI Acquisition Sub, Inc. and Dallas Semiconductor Corporation. 99.1* Exchange Ratio Table. - ---------- * filed herewith + filed as Exhibit 2.1 to the Company's Report on Form 8-K, filed on January 29, 2001, which exhibit is hereby incorporated by reference. 2 3 SIGNATURE 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, thereunto duly authorized. Dated: February 27, 2001 DALLAS SEMICONDUCTOR CORPORATION By: /s/ Marla K. Suggs -------------------------------------- Name: Marla K. Suggs Title: Secretary 3 4 INDEX TO EXHIBITS
Exhibit Number Description - ------- ----------- 2.1+ Agreement and Plan of Merger, dated as of January 28, 2001, by and among Maxim Integrated Products, Inc., MI Acquisition Sub, Inc. and Dallas Semiconductor Corporation. 99.1* Exchange Ratio Table.
- ---------- * filed herewith + filed as Exhibit 2.1 to the Company's Report on Form 8-K, filed January 29, 2001, which exhibit is hereby incorporated by reference. EX-99.1 2 d84624ex99-1.txt EXCHANGE RATIO TABLE 1 EXHIBIT 99.1 Subject to the provisions of the Merger Agreement, dated as of January 28, 2001 (the "Merger Agreement"), among Maxim Integrated Products, Inc. ("Parent"), MI Acquisition Sub, Inc. and Dallas Semiconductor Corporation (the "Company"), at the Effective Time under the Merger Agreement each share of common stock, par value $0.02 per share, of the Company ("Company Common Stock") issued and outstanding immediately prior to the Effective Time, will be converted automatically into the right to receive that number of fully paid and nonassessable shares of common stock, par value $0.001 per share (the "Parent Common Stock"), of Parent equal to the Exchange Ratio. For purposes of the Merger Agreement, "Exchange Ratio" means the decimal equivalent (rounded to four decimal places) of the quotient obtained by dividing the Aggregate Parent Share Amount (as defined below) by the Fully Diluted Company Share Amount (as defined below). For purposes of the Merger Agreement, the "Fully Diluted Company Share Amount" means the number of shares of Company Common Stock calculated as of the close of business on the day immediately preceding the Effective Time pursuant to the Treasury Stock Method (assuming a 35% effective tax rate) as defined by GAAP (as defined in the Merger Agreement). For purposes of the Merger Agreement, the "Aggregate Parent Share Amount" means the following: (i) if the Average Closing Price (as defined below) of Parent Common Stock is equal to or greater than $61.00 per share, then the Aggregate Parent Share Amount is 40,000,000; (ii) if the Average Closing Price of Parent Common Stock is equal to or less than $52.00 per share, then the Aggregate Parent Share Amount is 42,000,000; and (iii) if the Average Closing Price of Parent Common Stock is greater than $52.00 per share but less than $61.00 per share, then the Aggregate Parent Share Amount is the sum of (x) 40,000,000 plus (y) the product obtained by multiplying 2,000,000 times the quotient obtained by dividing (1) $61.00 minus the Average Closing Price of Parent Common Stock by (2) $9.00. The "Average Closing Price" means the average closing price of Parent Common Stock (rounded to the nearest cent) on the NASDAQ National Market System for the 10 consecutive trading days ending on the trading day that is two trading days prior to the Effective Time. The following is an illustration of implied Exchange Ratios assuming an Average Closing Price of between $15.00 and $100.00. For each Average Closing Price an implied Exchange Ratio has been determined based on (i) the number of outstanding shares of Company Common Stock and options to purchase Company Common Stock as of the close of business on February 26, 2001 and (ii) a calculation of the Fully Diluted Company Share Amount by reference to an implied price per share of Company Common Stock derived from 1 2 the relevant Average Closing Price and the Exchange Ratio formula contained in the Merger Agreement. The number of outstanding shares of Company Common Stock and options to purchase shares of Company Common Stock are subject to change between February 26, 2001 and the Effective Time. In addition, the actual closing price of Company Common Stock on the last trading day before the Effective Time (which is the price that will be used to determine the Fully Diluted Company Share Amount using the treasury stock method) is likely to be different from the implied share price derived from the Average Closing Price of Parent Common Stock during the ten trading days ending on the trading day that is two trading days prior to the Effective Time (which is the trading period that will be used to determine the Average Closing Price under the Merger Agreement). As a result, the actual Exchange Ratio determined pursuant to the Merger Agreement is likely to vary from the implied Exchange Ratios set forth below.
EXCHANGE RATIO TABLE ------------------------------- MAXIM IMPLIED AVERAGE EXCHANGE CLOSING PRICE RATIO ------------- -------- $ 100.00 0.5985 99.50 0.5986 99.00 0.5987 98.50 0.5987 98.00 0.5988 97.50 0.5989 97.00 0.5990 96.50 0.5991 96.00 0.5992 95.50 0.5993 95.00 0.5994 94.50 0.5994 94.00 0.5995 93.50 0.5996 93.00 0.5997 92.50 0.5998 92.00 0.5999 91.50 0.6000 91.00 0.6001 90.50 0.6002 90.00 0.6003 89.50 0.6004 89.00 0.6005
2 3
EXCHANGE RATIO TABLE ----------------------------- MAXIM IMPLIED AVERAGE EXCHANGE CLOSING PRICE RATIO ------------- -------- 88.50 0.6006 88.00 0.6007 87.50 0.6008 87.00 0.6009 86.50 0.6010 86.00 0.6011 85.50 0.6012 85.00 0.6013 84.50 0.6015 84.00 0.6016 83.50 0.6017 83.00 0.6018 82.50 0.6019 82.00 0.6020 81.50 0.6022 81.00 0.6023 80.50 0.6024 80.00 0.6025 79.50 0.6027 79.00 0.6028 78.50 0.6029 78.00 0.6031 77.50 0.6032 77.00 0.6033 76.50 0.6035 76.00 0.6036 75.50 0.6037 75.00 0.6039 74.50 0.6040 74.00 0.6042 73.50 0.6043 73.00 0.6045 72.50 0.6046 72.00 0.6048 71.50 0.6049 71.00 0.6051 70.50 0.6052 70.00 0.6054 69.50 0.6055
3 4
EXCHANGE RATIO TABLE ----------------------------- MAXIM IMPLIED AVERAGE EXCHANGE CLOSING PRICE RATIO ------------- -------- 69.00 0.6057 68.50 0.6059 68.00 0.6060 67.50 0.6062 67.00 0.6064 66.50 0.6066 66.00 0.6067 65.50 0.6069 65.00 0.6071 64.50 0.6073 64.00 0.6075 63.50 0.6077 63.00 0.6079 62.50 0.6080 62.00 0.6082 61.50 0.6084 61.00 0.6087 60.50 0.6105 60.00 0.6123 59.50 0.6141 59.00 0.6160 58.50 0.6178 58.00 0.6197 57.50 0.6215 57.00 0.6234 56.50 0.6252 56.00 0.6271 55.50 0.6290 55.00 0.6308 54.50 0.6327 54.00 0.6346 53.50 0.6365 53.00 0.6384 52.50 0.6403 52.00 0.6422 51.50 0.6424 51.00 0.6427 50.50 0.6430 50.00 0.6433
4 5
EXCHANGE RATIO TABLE ----------------------------- MAXIM IMPLIED AVERAGE EXCHANGE CLOSING PRICE RATIO ------------- -------- 49.50 0.6436 49.00 0.6439 48.50 0.6443 48.00 0.6446 47.50 0.6449 47.00 0.6453 46.50 0.6456 46.00 0.6459 45.50 0.6463 45.00 0.6466 44.50 0.6470 44.00 0.6474 43.50 0.6478 43.00 0.6482 42.50 0.6486 42.00 0.6490 41.50 0.6494 41.00 0.6498 40.50 0.6503 40.00 0.6507 39.50 0.6512 39.00 0.6517 38.50 0.6520 38.00 0.6523 37.50 0.6525 37.00 0.6527 36.50 0.6529 36.00 0.6530 35.50 0.6532 35.00 0.6534 34.50 0.6535 34.00 0.6537 33.50 0.6539 33.00 0.6541 32.50 0.6543 32.00 0.6545 31.50 0.6547 31.00 0.6549 30.50 0.6551
5 6
EXCHANGE RATIO TABLE ----------------------------- MAXIM IMPLIED AVERAGE EXCHANGE CLOSING PRICE RATIO ------------- -------- 30.00 0.6554 29.50 0.6556 29.00 0.6559 28.50 0.6561 28.00 0.6564 27.50 0.6566 27.00 0.6569 26.50 0.6572 26.00 0.6575 25.50 0.6578 25.00 0.6581 24.50 0.6584 24.00 0.6588 23.50 0.6591 23.00 0.6595 22.50 0.6599 22.00 0.6603 21.50 0.6607 21.00 0.6612 20.50 0.6616 20.00 0.6621 19.50 0.6626 19.00 0.6632 18.50 0.6637 18.00 0.6643 17.50 0.6647 17.00 0.6649 16.50 0.6651 16.00 0.6654 15.50 0.6656 15.00 0.6659
The matters discussed herein include forward looking statements that involve risks and uncertainties. Forward looking statements regarding the expected benefits of the transaction are subject to the following risks: that expected synergies will not be achieved, that the businesses will not be integrated successfully, that merger costs will be greater than expected, the inability to identify, develop, and achieve success for new products, services, 6 7 and technologies, the risk of loss of key personnel of the acquired company, diversion of management attention from other business concerns, risk of entering new markets associated with Company's partners, including the risk of variations in quarterly operating results due to the timing of significant orders and other factors, significant current and expected additional competition and the need to continue to expand product distribution, and risk that the foregoing and other factors will not yield the expected accretion in the future. Further risks are detailed from time to time in Maxim's SEC reports, including the Form S-4 filed on February 23, 2001, Form 10-K for its fiscal year ended June 24, 2000, and subsequent Form 10-Q and 8K filings and Dallas Semiconductor's SEC reports, including the Form 10-K for fiscal years 1999 and 2000, and subsequent Form 10-Q and 8K filings. 7 -----END PRIVACY-ENHANCED MESSAGE-----