-----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, KM0g9hKJXu9GidkqlEKh8OPWHC8mU5r7w4TohKKWZ1fCj9mfIz5QP3H4JTFKQE5X StXU7NzMIRUqNeLa+me60g== 0000950147-01-500083.txt : 20010123 0000950147-01-500083.hdr.sgml : 20010123 ACCESSION NUMBER: 0000950147-01-500083 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010116 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROCHIP TECHNOLOGY INC CENTRAL INDEX KEY: 0000827054 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 860629024 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21184 FILM NUMBER: 1509918 BUSINESS ADDRESS: STREET 1: 2355 W CHANDLER BLVD CITY: CHANDLER STATE: AZ ZIP: 85224-6199 BUSINESS PHONE: 4807867200 MAIL ADDRESS: STREET 1: 2355 WEST CHANDLER BLVD CITY: CHANDLER STATE: AZ ZIP: 85224-6199 8-K 1 e-6070.txt CURRENT REPORT DATED 1/16/01 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) January 16, 2001 MICROCHIP TECHNOLOGY INCORPORATED ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Delaware 0-21184 86-062904 - ------------------------------- --------------------- ------------- (State or other jurisdiction of (Commission File No.) (IRS Employer incorporation) Identification Number) 2355 West Chandler Boulevard, Chandler, Arizona 85224-6199 ---------------------------------------------------------- (Address of principal executive offices) (480) 792-7200 ---------------------------------------------------- (Registrant's telephone number, including area code) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On January 16, 2001, Microchip Technology Incorporated ("Microchip") completed its acquisition of TelCom Semiconductor, Inc ("TelCom"). Under the terms of the acquisition agreement, each share of TelCom common stock was exchanged for 0.53 of a share of Microchip common stock. Microchip issued approximately 9.8 million shares of Microchip common stock and assumed all stock options held by TelCom employees. The acquisition was structured as a tax-free reorganization and is being accounted as a pooling of interests. Prior to the acquisition, no material relationship existed between TelCom and Microchip or any of its affiliates, any director or officer of Microchip, or any associate of any such director or officer. TelCom designs, develops and markets a diversified portfolio of high performance analog and mixed-signal integrated circuits for a wide variety of applications in the wireless communications, networking, computer and industrial markets. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The financial statements of TelCom have been previously reported by TelCom in TelCom's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 and TelCom's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000, June 30, 2000 and September 30, 2000. These financial statements were incorporated by reference in Microchip's Registration Statement on Form S-4 filed with the Securities and Exchange Commission ("SEC") on December 6, 2000 (File No. 333-50324) and have been omitted from this Form 8-K pursuant to General Instruction B.3 of Form 8-K. (b) PRO FORMA FINANCIAL INFORMATION. The pro forma financial information of Microchip and TelCom was previously reported in Microchip's Registration Statement on Form S-4 filed with the SEC on December 6, 2000 (File No. 333-50324) and has been omitted from this Form 8-K pursuant to General Instruction B.3 of Form 8-K. (c) EXHIBITS. Exhibit Number Description - ------ ----------- 2.1 Agreement and Plan of Reorganization dated as of October 26, 2000, by and among Microchip Technology Incorporated, Matchbox Acquisition Corp. and TelCom Semiconductor, Inc. (the "Merger Agreement"). This exhibit is incorporated by reference to Exhibit A filed with Microchip's Registration Statement on Form S-4 (File No. 333-50324). The disclosure schedules of Microchip and TelCom, each delivered pursuant to the Merger Agreement, have been omitted in accordance with Item 601(b)(2) of Regulation S-K. Microchip agrees to supplementally furnish copies of such items to the SEC upon request. 2.2 Certificate of Merger merging Matchbox Acquisition Corp. with and into TelCom Semiconductor, Inc. 99.1 Press release of Microchip Technology Incorporated dated January 16, 2001, regarding the completion of the acquisition of TelCom Semiconductor, Inc. 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 hereunto duly authorized. Microchip Technology Incorporated Dated: January 17, 2001 By: /s/ Gordon W. Parnell ------------------------------------ Gordon W. Parnell Vice President, Chief Financial Officer (Principal Accounting and Financial Officer) EX-2.2 2 ex2-2.txt CERTIFICATE OF MERGER Exhibit 2.2 CERTIFICATE OF MERGER MERGING MATCHBOX ACQUISITION CORP., A DELAWARE CORPORATION WITH AND INTO TELCOM SEMICONDUCTOR, INC., A DELAWARE CORPORATION ---------- Pursuant to Section 251 of the General Corporation Law of the State of Delaware ---------- TelCom Semiconductor, Inc., a Delaware corporation ("COMPANY"), does hereby certify as follows: FIRST: The constituent corporations are Company, a Delaware corporation, and Matchbox Acquistion Corp., a Delaware corporation ("SUB"). SECOND: An Agreement and Plan of Reorganization (the "REORGANIZATION AGREEMENT"), dated October 26, 2000, among Microchip Technology Incorporated, a Delaware corporation, Sub and Company, setting forth the terms and conditions of the merger of Sub with and into Company (the "MERGER"), has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with Section 251 of the Delaware General Corporation Law. THIRD: The name of the surviving corporation in the Merger (the "SURVIVING CORPORATION") shall be TelCom Semiconductor, Inc. FOURTH: That the Amended and Restated Certificate of Incorporation of the Surviving Corporation is amended to read in its entirety as set forth in Exhibit A hereto. FIFTH: An executed copy of the Reorganization Agreement is on file at the principal place of business of the Surviving Corporation at the following address: 1300 Terra Bella Avenue, Mountain View, CA 94039. SIXTH: An executed copy of the Reorganization Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of either constituent corporation. -1- SEVENTH: The Merger shall become effective on January 16, 2001 at 4 p.m. E.S.T. IN WITNESS WHEREOF, Company has caused this Certificate of Merger to be executed in its corporate name as of the 16th day of January, 2001. TELCOM SEMICONDUCTOR, INC. By: /s/ Robert G. Gargus ------------------------------------ Robert G. Gargus President and Chief Executive Officer -2- EXHIBIT A AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TELCOM SEMICONDUCTOR, INC. A DELAWARE CORPORATION ARTICLE ONE The name of this corporation is TelCom Semiconductor, Inc. (the "Corporation"). ARTICLE TWO The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE THREE The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. ARTICLE FOUR This Corporation is authorized to issue one class of stock to be designated Common Stock. The total number of shares of Common Stock authorized to be issued is One Thousand (1,000) shares with a par value of $0.001. ARTICLE FIVE The Corporation is to have perpetual existence. ARTICLE SIX Elections of directors need not be by written ballot unless a stockholder demands election by written ballot at the meeting and before voting begins or unless the Bylaws of the Corporation shall so provide. -3- ARTICLE SEVEN The number of directors which constitute the whole Board of Directors of the Corporation shall be designated in the Bylaws of the Corporation. ARTICLE EIGHT In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the Bylaws of the Corporation. ARTICLE NINE To the fullest extent permitted by law, no director of the Corporation shall be personally liable for monetary damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding sentence, if the General Corporation Law of Delaware is hereafter amended to authorize the further elimination or limitation of the liability of a director, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of Delaware, as so amended. Neither any amendment nor repeal of this Article IX, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article IX, shall eliminate, reduce or otherwise adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such amendment, repeal or adoption of such an inconsistent provision. ARTICLE TEN Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside of the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation. ARTICLE ELEVEN Vacancies created by the resignation of one or more members of the Board of Directors and newly created directorships, created in accordance with the Bylaws of this Corporation, may be filled by the vote of a majority, although less than a quorum, of the directors then in office, or by a sole remaining director. ARTICLE TWELVE Advance notice of new business and stockholder nominations for the election of directors shall be given in the manner and to the extent provided in the Bylaws of the Corporation. -4- ARTICLE THIRTEEN The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. -5- EX-99.1 3 ex99-1.txt PRESS RELEASE DATED 1/16/01 Exhibit 99.1 NEWS RELEASE [LOGO] FOR IMMEDIATE RELEASE INVESTOR RELATIONS CONTACT: Gordon Parnell - CFO (Microchip)............(480) 792-7374 MICROCHIP TECHNOLOGY AND TELCOM SEMICONDUCTOR COMPLETE MERGER CHANDLER, Arizona -- (January 16, 2001) -- Microchip Technology Incorporated (NASDAQ:MCHP), manufacturer of the widely popular PICmicro(R) RISC microcontrollers which serve 8- and 16-bit embedded control applications, and TelCoM Semiconductor, Inc. (NASDAQ:TLCM), designer, developer and marketer of a broad spectrum of high-performance linear and mixed-signal integrated circuit solutions, today announced the completion of their merger. At a special stockholder meeting today at TelCom's headquarters in Mountain View, CA, TelCom's stockholders formally approved the merger agreement, which was initially announced on October 27, 2000. The merger takes effect immediately. Under the terms of the transaction, shareholders of TelCom received 0.53 shares of Microchip stock for each share of TelCom stock they held. Microchip issued approximately 9.8 million shares of Microchip common stock and assumed all stock options held by TelCom employees. The transaction was accounted for under the pooling of interests method and was structured as a tax-free reorganization. "We are pleased to join forces with an industry leader like Microchip," said Bob Gargus, President and Chief Executive Officer at TelCom. "This is an excellent fit from both a customer and technology perspective. We believe our strength in analog products will further Microchip's leadership in embedded control applications. Microchip's larger sales force, much larger customer base and strong OEM and distributor relationships will significantly expand the market opportunity for TelCom's products." "This acquisition is an important milestone for Microchip in that it greatly accelerates our internal efforts to expand our portfolio of stand-alone analog products as well as provide additional product functionality to our embedded control customers. We estimate that there is approximately $1.50 of analog product embedded around each $1.00 of our microcontrollers. About two years ago, we began exploiting this opportunity by building and attaching our stand-alone analog products to our microcontrollers. TelCom brings to us a highly synergistic portfolio of analog products which will accelerate our ability to capture this significant revenue opportunity," said Steve Sanghi, Microchip's President and Chief Executive Officer. Microchip Technology Incorporated 2355 West Chandler Blvd. Chandler, AZ 85224-6199 Main Office 480-792-7200 FAX 480-792-9210 -- more -- MICROCHIP TECHNOLOGY AND TELCOM SEMICONDUCTOR COMPLETE MERGER TelCom's high performance analog expertise will substantially expand Microchip's product initiatives and position the Company as a leading producer of power management, thermal management and other linear/mixed-signal integrated circuits. "TelCom's product position and experienced analog team accelerates our analog product roadmap by several years and gives us critical mass in all major market segments. Analog resources are very scarce in the current industry environment, and this acquisition will double our analog-focused resources. Together, we will expand Microchip's analog product portfolio and accelerate our microcontroller-attach strategy much faster than we could do alone," Sanghi said. Microchip plans to release its 3rd Quarter FY2001 financial results after the close of market on Thursday, January 25, and will host a teleconference on January 25 at 4:30 p.m. (Eastern Time) to discuss the release. This call will be simulcast over the World Wide Web at www.microchip.com. The webcast will be available for replay for 7 days after the teleconference. A telephonic replay of the teleconference will also be available at approximately 7:30 p.m. (Eastern Time) January 25, 2001. The telephonic replay will be available until 8:00 p.m. (Eastern) on Friday, February 2. Interested parties may listen to the replay by dialing 719-457-0820 and entering access code 780635. Microchip Technology Incorporated manufactures the widely popular PICmicro(R) RISC microcontrollers which serve 8- and 16-bit embedded control applications. Specializing in field-programmable and mixed-signal solutions, Microchip also offers complementary microperipheral products including stand-alone analog, interface and microID(TM)RFID devices; serial EEPROMs; and the patented KEELOQ(R) security devices. This synergistic product portfolio targets thousands of applications and a growing demand for high-performance designs in the automotive, communications, computing, consumer and industrial control markets. Microchip's quality systems are ISO 9001 (1994 version) and QS9000 (1998 version) certified. With today's announcement, Microchip now also designs, develops and markets a broad spectrum of high-performance linear and mixed-signal integrated solutions focused in three product offerings: power management, thermal management and linear/mixed-signal devices. These integrated circuits are used worldwide in a range of applications in the wireless communications, computing, consumer electronics, networking, industrial and other markets. Microchip is headquartered near Phoenix, in Chandler, Arizona, with semiconductor fabrication facilities in Arizona and Washington and assembly and test operations near Bangkok, Thailand. Microchip employs approximately 3,350 people worldwide, including 250 former TelCom employees, and has sales offices throughout Asia, Europe, Japan and the Americas. More information on Microchip can be found at www.microchip.com. -- more -- MICROCHIP TECHNOLOGY AND TELCOM SEMICONDUCTOR COMPLETE MERGER This release contains forward-looking statements relating to the synergies of Microchip's and TelCom's products, the growth of Microchip's customer base, the acceleration of Microchip's analog product development, and the development of the combined company's products and services and future operating results that are based upon the current expectations and beliefs of the management of Microchip and TelCom and are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Factors that could affect Microchip's actual results include: difficulties associated with successfully integrating Microchip and TelCom's businesses and technologies; costs related to the transaction; failure of the combined company to retain and hire key executives, technical personnel and other employees; failure of the combined company to manage its growth and the difficulty of successfully managing a larger organization; failure of the combined company to successfully manage its changing relationships with customers, suppliers, value added resellers, and strategic partners; failure of the combined company's customers to accept new product offerings; failure to achieve anticipated synergies in the merger, and general economic and business conditions. Other factors that could affect the combined company's actual results include the progress and costs of the development of its products and services and the timing of market acceptance of those products and services. For a detailed discussion of these and other cautionary statements, please refer to Microchip's and TelCom's respective filings on Form 10-K and 10-Q, as well as the joint proxy statement/prospectus filed by the companies on Form S-4. You can obtain copies of Forms 10-K and 10-Q, the Registration Statement on Form S-4 and any other relevant documents for free at the SEC's web site (www.sec.gov) or from commercial document retrieval services. The Microchip logo and name, PICmicro, and KEELOQ(R) are registered trademarks of Microchip Technology Incorporated. microID(TM) is a trademark of Microchip Technology Incorporated. All rights reserved. -- end -- -----END PRIVACY-ENHANCED MESSAGE-----