-----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, QDWJ1x6f5/c8MBOkGy6V5BWiH3ECSCfszFjjgXM1Z8MV3EiXOV6x1dWT20YFW8vb 6J80qdK1Rp+2nQjI2Suwiw== 0001104659-08-020371.txt : 20080327 0001104659-08-020371.hdr.sgml : 20080327 20080327171051 ACCESSION NUMBER: 0001104659-08-020371 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080324 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20080327 DATE AS OF CHANGE: 20080327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HITTITE MICROWAVE CORP CENTRAL INDEX KEY: 0001130866 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 042854672 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51448 FILM NUMBER: 08715826 BUSINESS ADDRESS: STREET 1: 20 ALPHA ROAD CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: 9782503343 MAIL ADDRESS: STREET 1: 20 ALPHA ROAD CITY: CHELMSFORD STATE: MA ZIP: 01824 8-K 1 a08-9375_18k.htm 8-K

 

 

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):  March 24, 2008

 

HITTITE MICROWAVE CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

000-51448

 

04-2854672

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

20 Alpha Road, Chelmsford, Massachusetts 01824

(Address of principal executive offices) (Zip Code)

 

(978) 250-3343

(Registrant’s telephone number, including area code)

 

(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).

 

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

 

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

 

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

 

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

 

 

 


 

 

Item 5.02               Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

                Each of Yalcin Ayasli and Bruce R. Evans notified us on March 24, 2008 that he does not intend to stand for reelection as a director at our 2008 annual meeting of stockholders, to be held on May 8, 2008.  Dr. Ayasli founded Hittite Microwave Corporation in 1985 and has served as a member of our board of directors since our inception. Until 2004, Dr. Ayasli also served as our Chief Executive Officer and until 2005, Dr. Ayasli served as our Chairman. Mr. Evans has served as a member of our board of directors since 2001. Mr. Evans is a Managing Partner at Summit Partners, a private equity and venture capital firm. Prior to our initial public offering in 2005, entities affiliated with Summit Partners held all of our outstanding Series A preferred stock.

 

                Our board of directors will nominate each of our other incumbent directors for re-election, and also will nominate the following additional persons for election at our 2008 annual meeting:

 

Ernest L. Godshalk is Managing Director of ELGIN Management Group, a private investment company. From 2001 until his retirement in 2004, Mr. Godshalk served as President, Chief Operating Officer and a director of Varian Semiconductor Equipment Associates, Inc., a manufacturer of semiconductor processing equipment. Previously, he served as Varian’s Vice President and Chief Financial Officer. He is a director of Verigy Ltd. and of GT Solar International Inc.

 

Adrienne M. Markham is a partner in the law firm of Goulston & Storrs LLP, Boston, Massachusetts. Ms. Markham brings 25 years of experience focusing on employment and corporate litigation.  She has been an advisor to several bio-science and bio-tech firms.

 

Brian P. McAloon is a recently retired Group Vice President of the DSP and Systems Products Group of Analog Devices, Inc., a provider of semiconductors for high performance signal processing applications. He has also served in a number of other roles at Analog Devices, including Vice President, Sales, Vice President, Sales and Marketing — Europe and Southeast Asia and General Manager, Analog Devices, B.V.

 

 

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 thereunto duly authorized.

 

 

HITTITE MICROWAVE CORPORATION

 

 

 

By:

 /s/ Stephen G. Daly

 

 

 

Stephen G. Daly

 

 

Chief Executive Officer

 

Date: March 27, 2008

 

 

 

 

3

 -----END PRIVACY-ENHANCED MESSAGE-----