0001144204-15-014850.txt : 20150309 0001144204-15-014850.hdr.sgml : 20150309 20150309162010 ACCESSION NUMBER: 0001144204-15-014850 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150306 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150309 DATE AS OF CHANGE: 20150309 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: 15685424 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 v403842_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): March 9, 2015 (March 6, 2015)

 

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.)

 

1545 Barber Lane, Milpitas, California 95035

(Address of Principal Executive Offices) (Zip Code)

 

(408) 232-9100

(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):

 

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

 

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

 

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

 

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

 

1
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Recently, the Board of Directors of Pericom Semiconductor Corporation (the "Company") reviewed its Shareholder Rights Plan.  Given the general disfavor of “poison pill” plans by institutional investors as well as feedback from stockholders, the Board of Directors has decided to terminate the rights plan, further demonstrating its commitment to prudent corporate governance. In taking this action, the Board reserved the right to take any future action that it determines in the exercise of its fiduciary duties to be necessary or advisable in order to protect the interests of shareholders.

 

To effect the termination of the Shareholder Rights Plan, on March 6, 2015, the Company entered into an amendment (the “Amendment”) to the Rights Agreement, dated as of March 6, 2012, between the Company and Computershare Trust Company, N.A., as Rights Agent (collectively the “Rights Agreement”). The Amendment accelerates the Final Expiration Date of the Company’s Preferred Share purchase rights (the “Rights”) from March 6, 2022 to March 6, 2015, and has the effect of terminating the Rights Agreement on that date.

 

The foregoing is a summary of the terms of the Amendment. The summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference.

 

Item 1.02 Termination of a Material Definitive Agreement.

 

Item 1.01 is incorporated herein by reference.

 

Item 3.03 Material Modification to Rights of Security Holders.

 

As a result of the Amendment described in Item 1.01 above, the Company’s outstanding Rights expired at the close of business on March 6, 2015.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

 

Upon the expiration of the Rights on March 6, 2015, as described in Item 3.03 above, the Company filed an amendment to the Amended and Restated Certificate of Determination (the “Amended Certificate of Determination”) with the California Secretary of State which decreased the number of Series D Junior Participating Preferred Stock (the “Series D Preferred Stock”) to zero, and as a result, under the California Corporations Code, the Series D Preferred Stock shall no longer be an authorized series of the Company. Prior to the filing, the Series D Preferred Stock would have been issuable, under certain circumstances, upon the exercise of the Rights. The Amended Certificate of Determination is filed with this report as Exhibit 4.2 and is incorporated herein by reference.

 

The foregoing is a summary of the terms of the Amended Certificate of Determination The summary does not purport to be complete and is qualified in its entirety by reference to the Amended Certificate of Determination, a copy of which is attached as Exhibit 4.2 and incorporated herein by reference.

 

2
 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits 

 

Exhibit
No.

 

  

Description

 

   
4.1*   Amendment to the Rights Agreement, dated as of March 6, 2015, between Pericom Semiconductor Corporation and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.2 to the Company's Form 8-A/A, filed March 9, 2015).
   
4.2   Amendment of Amended and Restated Certificate of Determination Series D Junior Participating Preferred Shares of Pericom Semiconductor Corporation dated March 6, 2015.

 

 

* Previously filed

 

3
 

 

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 thereunto duly authorized.

 

  PERICOM SEMICONDUCTOR CORPORATION
     
  By:  

/s/ Kevin S. Bauer

    Kevin S. Bauer
    Chief Financial Officer

 

Dated: March 9, 2015

 

4
 

 

EXHIBIT INDEX

 

Exhibit
No.

 

  

Description

 

   
4.1*   Amendment to the Rights Agreement, dated as of March 6, 2015, between Pericom Semiconductor Corporation and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.2 to the Company's Form 8-A/A, filed March 9, 2015).
   
4.2   Amendment of Amended and Restated Certificate of Determination Series D Junior Participating Preferred Shares of Pericom Semiconductor Corporation dated March 6, 2015.

 

 

* Previously filed

 

5

 

 EX-4.2 2 v403842_ex4-2.htm EXHIBIT 4.2

 

EXHIBIT 4.2

AMENDMENT OF THE

 

AMENDED AND RESTATED CERTIFICATE OF DETERMINATION

 

SERIES D JUNIOR PARTICIPATING PREFERRED SHARES OF

 

PERICOM SEMICONDUCTOR CORPORATION

 

(Pursuant to Section 401(f) of the California Corporations Code)

 

We, Alex Chi-Ming Hui, President and Chief Executive Officer, and John Chi-Hung Hui, Secretary, of Pericom Semiconductor Corporation, a corporation organized and existing under the laws of California (hereinafter called the “Corporation”), do hereby certify as follows:

 

1.Pursuant to authority conferred upon the Board of Directors of the Corporation by the Articles of Incorporation of the Corporation, the Board of Directors adopted the following resolutions:

 

RESOLVED: That none of the authorized shares of Series D Junior Participating Preferred Stock of the Corporation (“Series D Junior Preferred Stock”), are outstanding, and none of the authorized shares of Series D Junior Preferred Stock will be issued subject to that certain Amended and Restated Certificate of Determination Series D Junior Participating Preferred Shares of the Corporation filed with the California Secretary of State on March 6, 2012 (the “Certificate of Determination”).

 

RESOLVED FURTHER: That the Corporation be, and hereby is, authorized and directed to file with the California Secretary of State an amendment to the Certificate of Determination (the “Amended Certificate of Determination”) containing these resolutions, with the purpose of decreasing the authorized number of Series D Junior Preferred Stock to zero, and as a result under the California Corporations Code the Series D Junior Preferred Stock shall no longer be an authorized series of the Corporation.

 

RESOLVED FURTHER: That Alex Chi-Ming Hui (Chief Executive Officer and President) and John Chi-Hung Hui (Secretary) be, and each hereby is, authorized and directed, for and on behalf of the Corporation and in its name, to execute and file the Amended Certificate of Determination substantially in the form of Exhibit A attached hereto, and to take such further actions as they may deem necessary or appropriate to carry out the intent of the foregoing resolutions in accordance with the applicable provisions of the California Corporations Code.

 

2.The foregoing amendment of the Certificate of Determination has been duly approved by the Board of Directors of the Corporation.

 

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Amended Certificate of Determination are true and correct of our own knowledge.

 

Executed at Milpitas, California on March 6, 2015.

 

 

/s/ Alex Chi-Ming Hui

  Alex Chi-Ming Hui
  Chief Executive Officer and President
   
 

/s/ John Chi-Hung Hui

  John Chi-Hung Hui
  Secretary