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)
September 23, 2011
ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware | 000-51349 | 77-0462930 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3230 Scott Boulevard
Santa Clara, CA 95054
(Address of principal executive offices, including zip code)
(408) 737-4600
(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:
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 8.01. | Other Events |
On September 23, 2011, Advanced Analogic Technologies Incorporated (the “Company”) issued a press release announcing the Company’s filing of a Petition for Arbitration in the Delaware Chancery Court seeking specific performance of the Company’s merger agreement with Skyworks Solutions, Inc. (“Skyworks”) and to order Skyworks to close the transaction.
For additional information, reference is made to the Company’s press release, dated September 23, 2011, which is included as Exhibit 99.1 hereto and is incorporated herein by reference thereto.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Text of press release issued by Advanced Analogic Technologies Incorporated, dated September 23, 2011 | |
Additional Information and Where to Find It
Skyworks filed a Registration Statement on Form S-4 containing a Preliminary Proxy Statement/Prospectus and other documents concerning the proposed merger with the Securities and Exchange Commission (“SEC”) and also plans to file with the SEC a Registration Statement on Form S-8 in connection with the transaction and AATI plans to file with the SEC and mail to its stockholders a definitive Proxy Statement/Prospectus in connection with the transaction. The Registration Statements and the Proxy Statement/Prospectus contain (or will contain when each becomes available) important information about Skyworks, AATI, the transaction and related matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS AND PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN EACH BECOMES AVAILABLE. Investors and security holders may currently obtain a copy of the Registration Statement on Form S-4 and Preliminary Proxy Statement/Prospectus and will be able to obtain free copies of the Registration Statements and the definitive Proxy Statement/Prospectus (when each becomes available) and other documents filed with the SEC by Skyworks and AATI through the website maintained by the SEC at http://www.sec.gov. In addition, investors and security holders may also obtain free copies of the Registration Statements and Proxy Statement/Prospectus from Skyworks by contacting Skyworks’ Investor Relations at (949) 231-4700, or by accessing Skyworks’ investor relations website at http://www.skyworksinc.com; or from AATI by contacting AATI’s Investor Relations at The Blueshirt Group, Lisa Laukkanen, at (415) 217-4967 or by accessing AATI’s investor relations website at http://www.analogictech.com.
Participants in the Solicitation
Skyworks and AATI, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement. Information about the directors and executive officers of Skyworks and AATI are set forth in Skyworks’ and AATI’s most recent Form 10-K/A, which were filed with the SEC on January 31, 2011 and May 2, 2011, respectively, as well as Skyworks’ proxy statement dated, and filed with the SEC on, April 7, 2011. Investors may obtain additional information regarding the interest of Skyworks and its directors and officers, and AATI and its directors and executive officers in the proposed transaction, by reading the Registration Statements and Proxy Statement/Prospectus regarding the transaction when each becomes available.
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.
| ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED | ||
| By: | /s/ Ashok Chandran | |
| Ashok Chandran | ||
| Vice President, Chief Accounting Officer and interim Chief Financial Officer | ||
Date: September 23, 2011
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Text of press release issued by Advanced Analogic Technologies Incorporated, dated September 23, 2011 | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
AnalogicTech Files Petition to Initiate Arbitration in Delaware Chancery Court
Related to Pending Acquisition by Skyworks
SANTA CLARA, Calif. – September 23, 2011 – Advanced Analogic Technologies, Inc. (the “Company” or “AnalogicTech”) (Nasdaq: AATI) today announced that it has filed a Petition for Arbitration in the Delaware Chancery Court (the “Court”) seeking specific performance of the Company’s merger agreement with Skyworks Solutions, Inc. (“Skyworks”) (Nasdaq: SWKS) and to order Skyworks to close the transaction. AnalogicTech is seeking declaratory judgment from the Court that (1) AnalogicTech has not breached the merger agreement, (2) no “material adverse effect” has occurred with respect to AnalogicTech, and (3) Skyworks has breached its obligations under the merger agreement.
In accordance with the rules of arbitration in the Delaware Chancery Court, the petition is filed under seal and all proceedings will be confidential. As per the terms of the merger agreement, the Company does not intend to comment or provide information regarding this matter until the arbitration process is concluded, unless required by law.
About Advanced Analogic Technologies, Inc.
Advanced Analogic Technologies Incorporated (AATI), or AnalogicTech, develops advanced semiconductor system solutions that play a key role in the continuing evolution of feature-rich, energy efficient electronic devices. The company focuses on addressing the application-specific power management needs of consumer devices such as mobile handsets, digital cameras, tablets, notebooks, TV and LCD displays as well as devices in a broad range of industrial, medical and telecom applications. AATI also licenses device, process, package, and application-related technologies. Headquartered in Silicon Valley, AATI has design centers in Santa Clara and Shanghai, and Asia-based operations and logistics. For more information, please visit www.analogictech.com.
Additional Information and Where to Find It
Skyworks filed a Registration Statement on Form S-4 containing a Preliminary Proxy Statement/Prospectus and other documents concerning the proposed merger with the Securities and Exchange Commission (“SEC”) and also plans to file with the SEC a Registration Statement on Form S-8 in connection with the transaction and AATI plans to file with the SEC and mail to its stockholders a definitive Proxy Statement/Prospectus in connection with the transaction. The Registration Statements and the Proxy Statement/Prospectus contain (or will contain when each becomes available) important information about Skyworks, AATI, the transaction and related matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS AND PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN EACH BECOMES AVAILABLE. Investors and security holders may currently obtain a copy of the Registration Statement on Form S-4 and Preliminary Proxy Statement/ Prospectus and will be able to obtain free copies of the Registration Statements and the definitive Proxy Statement/Prospectus (when each becomes available) and other documents filed with the SEC by Skyworks and AATI through the website maintained by the SEC at http://www.sec.gov. In addition, investors and security holders may also obtain free copies of the Registration Statements and Proxy Statement/Prospectus from Skyworks by contacting Skyworks’ Investor Relations at (949) 231-4700, or by accessing Skyworks’ investor relations website at http:// www.skyworksinc.com; or from AATI by contacting AATI’s Investor Relations at The Blueshirt Group, Lisa Laukkanen, at (415) 217-4967 or by accessing AATI’s investor relations website at http://www.analogictech.com.
Participants in the Solicitation
Skyworks and AATI, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement. Information about the directors and executive officers of Skyworks and AATI are set forth in Skyworks’ and AATI’s most recent Form 10-K/A, which were filed with the SEC on January 31, 2011 and May 2, 2011, respectively, as well as Skyworks’ proxy statement dated, and filed with the SEC on, April 7, 2011. Investors may obtain additional information regarding the interest of Skyworks and its directors and officers, and AATI and its directors and executive officers in the proposed transaction, by reading the Registration Statements and Proxy Statement/Prospectus regarding the transaction when each becomes available.
Contacts:
Matt Sherman / Andrew Siegel / Jillian Palash
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449