-----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, VPzAoLguQ4wxaDaN7RjlgTKa+StXfuxtghAXEhllOT+EpYMNHsAWR1VHiojjNzg9 RPeDI/SdJw3grw3c/Fl2/Q== 0001275287-05-002393.txt : 20050630 0001275287-05-002393.hdr.sgml : 20050630 20050630170533 ACCESSION NUMBER: 0001275287-05-002393 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050630 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050630 DATE AS OF CHANGE: 20050630 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: 05929300 BUSINESS ADDRESS: STREET 1: 2380 BERING DR CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084350800 MAIL ADDRESS: STREET 1: 2380 BERING DR CITY: SAN JOSE STATE: CA ZIP: 95131 8-K 1 ps3004.txt ================================================================================ 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): June 30, 2005 (June 30, 2005) PERICOM SEMICONDUCTOR CORPORATION (Exact name of registrant as specified in its charter) California (State or other jurisdiction of incorporation) 0-27026 77-0254621 (Commission File Number) (I.R.S. employer identification No.) 3545 North First Street San Jose, California 95134 (Address of Principal Executive Office, Including Zip Code) (408) 435-0800 (Registrant's telephone number, including area code) Not applicable (Former name or former address, if changed since last report) 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)) ================================================================================ ITEM 1.01 MATERIAL DEFINITIVE AGREEMENT On June 30, 2005, Pericom Semiconductor Corporation (the "Company") announced that its Board of Directors has approved accelerating the vesting of unvested and out-of-the-money stock options awarded to employees and officers under its stock option plans that had exercise prices greater than $10.00. The unvested options to purchase approximately 397,000 shares became exercisable as a result of the vesting acceleration. Options held by non-employee directors are excluded from the vesting acceleration. Also, to prevent unintended benefits to executive officers, restrictions will be imposed on shares received through the exercise of accelerated options held by those individuals. Those restrictions will prevent the sale of any shares received from the exercise of an accelerated option prior to the earlier of the original vesting date of the option or the individual's termination of employment. The purpose of the accelerated vesting is to enable Pericom Semiconductor Corporation to avoid recognizing in its income statement compensation expense associated with these options in future periods, upon adoption of FASB 123(R) (Share-Based Payment) in July 2005. The charge to the income statement to be avoided amounts to approximately $2.3 million on a pre-tax basis over the course of the original vesting period, of which approximately $1.2 million occurs in the first fiscal year, $0.7 million in the second fiscal year, and $0.4 million in the third fiscal year. The press release issued on June 30, 2005 by the Company is attached hereto as Exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Press release, dated as of June 30, 2005, titled "Pericom Semiconductor Announces Accelerated Vesting of Stock Options". 2 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 (Registrant) Date: June 30, 2005 By: /s/ Michael D. Craighead ----------------------------- Michael D. Craighead Chief Financial Officer 3 EX-99.1 2 ps3004ex991.txt Exhibit 99.1 PERICOM SEMICONDUCTOR ANNOUNCES ACCELERATED VESTING OF STOCK OPTIONS SAN JOSE, Calif., June 30 /PRNewswire-FirstCall/ -- Pericom Semiconductor Corporation (Nasdaq: PSEM) today announced its Board of Directors has approved accelerating the vesting of unvested and out-of-the-money stock options awarded to employees and officers under its stock option plans that had exercise prices greater than $10.00. The unvested options to purchase approximately 397,000 shares became exercisable as a result of the vesting acceleration. Options held by non-employee directors are excluded from the vesting acceleration. Also, to prevent unintended benefits to executive officers, restrictions will be imposed on shares received through the exercise of accelerated options held by those individuals. Those restrictions will prevent the sale of any shares received from the exercise of an accelerated option prior to the earlier of the original vesting date of the option or the individual's termination of employment. The purpose of the accelerated vesting is to enable Pericom Semiconductor Corporation to avoid recognizing in its income statement compensation expense associated with these options in future periods, upon adoption of FASB 123(R) (Share-Based Payment) in July 2005. The charge to the income statement to be avoided amounts to approximately $2.3 million on a pre-tax basis over the course of the original vesting period, of which approximately $1.2 million occurs in the first fiscal year, $0.7 million in the second fiscal year, and $0.4 million in the third fiscal year. Alex Hui, President and Chief Executive Officer of Pericom, commented, "We believe this acceleration is in the best interests of shareholders as it will reduce future period compensation expense for stock options that are currently underwater. Also, because these options are underwater, they are not achieving their original objectives of incentive compensation and employee retention, therefore we believe the acceleration may have a positive effect on employee morale and retention." Pericom Semiconductor Corporation offers customers worldwide the industry's most complete silicon and quartz based solutions for the Computing, Communications, and Industrial market segments. Our broad portfolio of leading-edge analog, digital, and mixed-signal integrated circuits and SaRonix frequency control products are essential in the timing, transferring, routing, and translating of high-speed signals as required by today's ever-increasing speed and bandwidth demanding applications. Company headquarters are in San Jose, California, with design centers and sales offices located globally. http://www.pericom.com This press release contains forward-looking statements as defined under The Securities Litigation Reform Act of 1995. Forward-looking statements in this release include that we will avoid approximately $2.3 million in expense on a pre-tax basis over the course of the original vesting period, of which approximately $1.2 million occurs in the first fiscal year, $0.7 million in the second fiscal year, and $0.4 million in the third fiscal year, and that the acceleration of options may have a positive effect on employee morale and retention. The company's actual results could vary materially from what is set forth in such forward-looking statements due to a variety of risk factors, including unexpected changes in accounting rules and unexpected changes in employee morale. All forward-looking statements included in this document are made as of the date hereof, based on information available to the company as of the date hereof, and Pericom assumes no obligation to update any forward- looking statements. Parties receiving this release are encouraged to review our annual report on Form 10-K/A for the year ended June 30, 2004 and, in particular, the risk factors sections of this filing. SOURCE Pericom Semiconductor Corporation -0- 06/30/2005 /CONTACT: Mike Craighead, VP/Chief Financial Officer of Pericom Semiconductor Corporation, +1-408-435-0800 or Fax: +1-408-435-1100/ /Web site: http://www.pericom.com / - - -----END PRIVACY-ENHANCED MESSAGE-----