-----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, AbRTdLN6D5J0vJzhe1TSS9XsYmQWnNURv7OukVLefO2i1MIWlnKx57TgzygXs/YW XwdDGdMiUZ3n1juOFquy5w== 0000849502-01-500007.txt : 20010410 0000849502-01-500007.hdr.sgml : 20010410 ACCESSION NUMBER: 0000849502-01-500007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010330 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAMTRON INTERNATIONAL CORP CENTRAL INDEX KEY: 0000849502 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 840962308 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-17739 FILM NUMBER: 1598267 BUSINESS ADDRESS: STREET 1: 1850 RAMTRON DR CITY: COLORADO SPRINGS STATE: CO ZIP: 80921 BUSINESS PHONE: 7194817000 MAIL ADDRESS: STREET 1: 1850 RAMTRON DR CITY: COLORADO SPRINGS STATE: CO ZIP: 80921 8-K 1 f8k4-01.txt FORM 8-K 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): March 30, 2001 -------------------- RAMTRON INTERNATIONAL CORPORATION - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware - ------------------------------------------------------------------------------ (State of or other jurisdiction of incorporation or organization) 0-17739 - ------------------------------------------------------------------------------ (Commission File Number) 84-0962308 - ------------------------------------------------------------------------------ (I.R.S. Employer Identification Number) 1850 Ramtron Drive, Colorado Springs, Colorado 80921 (719) 481-7000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ITEM 5 - OTHER EVENTS: Ramtron International Corporation announced on April 3, 2001 that it had consummated its previously announced equity investment transactions with Infineon Technologies (FSE/NYSE:IFX) on March 30, 2001. In December 2000, Infineon agreed to provide Ramtron with $10 million in cash and approximately 443,480 shares in Infineon stock, in exchange for approximately 4.4 million shares of Ramtron stock. The closings of the transactions were subject to certain conditions, including regulatory approval under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 and registration in Germany of the Infineon capital increase represented by the Infineon shares to be issued to Ramtron. Infineon and Ramtron have received all necessary approvals and have closed the transactions. Page-1 Under the terms of the investment agreement, Ramtron has agreed to a holding period that prohibits the transfer or disposition of Infineon stock for a minimum of six months following the subscription date, after which Ramtron has the right to transfer up to 25% of the total number of Infineon shares after 6, 9, 12, and 18-months following the subscription date. Infineon has received restricted stock from Ramtron and has agreed to a minimum holding period. Infineon may transfer up to 50% of the total number of Ramtron shares after 12 and 18-months following the subscription date. A copy of the Company's press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS: (a) Financial Statements - Not Applicable (b) Pro-Form Financial Information - Not Applicable (c) Exhibits. The following exhibits are furnished as part of this report: Exhibit Description ------- ----------- 99.1 Press Release dated April 3, 2001. 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. RAMTRON INTERNATIONAL CORPORATION By: /S/ LuAnn D. Hanson ------------------------------ LuAnn D. Hanson Chief Financial Officer Dated April 9, 2001 Page-2 EX-99 2 f8kex99-1.txt PRESS RELEASE NEWS FOR RELEASE: April 3, 2001 - 8:30am US ET CONTACT: Lee A. Brown Ramtron 719-481-7213 lee.brown@ramtron.com RAMTRON COMPLETES EQUITY INVESTMENT TRANSACTIONS WITH INFINEON TECHNOLOGIES COLORADO SPRINGS, CO - April 3, 2001-Ramtron International Corporation (Nasdaq:RMTR), a leading developer of specialty semiconductor memory products, announced today that it has consummated its previously announced equity investment transactions with Infineon Technologies (FSE/NYSE:IFX). In December 2000, Infineon agreed to provide Ramtron with $10 million in cash and approximately 443,480 shares in Infineon stock, in exchange for approximately 4.4 million shares of Ramtron stock. The closings of the transactions were subject to certain conditions, including regulatory approval under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 and registration in Germany of the Infineon capital increase represented by the Infineon shares to be issued to Ramtron. Infineon and Ramtron have received all necessary approvals and have closed the transactions. Under the terms of the investment agreement, Ramtron has agreed to a holding period that prohibits the transfer or disposition of Infineon stock for a minimum of six months following the subscription date, after which Ramtron has the right to transfer up to 25% of the total number of Infineon shares after 6, 9, 12, and 18-months following the subscription date. Infineon has received restricted stock from Ramtron and has agreed to a minimum holding period. Infineon may transfer up to 50% of the total number of Ramtron shares after 12 and 18-months following the subscription date. About Ramtron Ramtron's patented FRAM memories are a new generation of semiconductor memory that combines high-performance and low-power operation with the ability to store data in the absence of power. Due to the product's unique advantages, FRAM memories are expected to revolutionize a variety of electronic consumer and industrial products. The company also develops and markets ultra-high- performance EDRAM and ESDRAM memory products through its subsidiary, Enhanced Memory Systems, Inc. Except for historical information, the statements preceding contain forward- looking statements that involve risks and uncertainties. Investors are cautioned that such statements are only predictions and the actual events or results may differ materially. These forward-looking statements speak only as of this date. The company undertakes no obligation to publicly release the results of any revisions to the forward-looking statements made today to reflect events or circumstances after today, or to reflect the occurrence of unanticipated events. For more information about Ramtron and its products, contact: Communications Department, Ramtron International Corporation, 1850 Ramtron Drive, Colorado Springs, Colorado, USA, 80921. Telephone is 800-545-FRAM (3726); FAX is 719- 481-9294; E-mail address is info@ramtron.com. Homepage is www.ramtron.com Page-1 -----END PRIVACY-ENHANCED MESSAGE-----