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): December 16, 2009

MEMSIC, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33813	04-3457049
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

One Tech Drive, Suite 325, Andover, MA 01810

(Address of principal executive offices) (Zip Code)

One Tech Drive, Suite 325, Andover, MA 01810

(Mailing Address)

(978) 738-0900

(Registrant’s telephone number, including area code)

N/A

(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 (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 1.01 Entry into a Material Definitive Agreement.

On December 16, 2009, MEMSIC, Inc. (“MEMSIC”) entered into an Asset Purchase Agreement (the “Agreement”) with Crossbow Technology, Inc. (“Crossbow”).

Under the terms of the Agreement, MEMSIC will acquire from Crossbow substantially all the assets related to Crossbow’s commercial (non-military) Inertial Systems business and Wireless Sensor Network “Mote” and eKo business (collectively, the “Business”), including intellectual property rights and fixed assets relating to the Business and MEMSIC will employ related engineering, sales and marketing personnel of Crossbow. The purchase price is $18 million, payable in cash. The Agreement includes customary representations, warranties and indemnities of the parties.

The closing of the sale is subject to customary closing conditions relating to, among other things, the accuracy of Crossbow’s representations and warranties and the delivery of various certificates and ancillary agreements.

MEMSIC and Crossbow have agreed that, after the closing of the sale, MEMSIC and Crossbow will enter into a cross-licensing arrangement, Crossbow will manufacture the products related to the Business for MEMSIC for a year after the closing, and the parties will not compete with each other in stated fields.

A copy of the press release issued by MEMSIC on December 16, 2009 announcing this transaction is filed as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description	Furnished with this Form 8-K	Incorporated by Reference
			Form	Filing Date	Exhibit No.
99.1	Press release dated December 16, 2009.	X

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.

MEMSIC, INC.
By:	/S/    PATRICIA NIU
	Patricia Niu
	Chief Financial Officer

Date: December 17, 2009

Exhibit Index

Exhibit No.	Description	Furnished with this Form 8-K	Incorporated by Reference
			Form	Filing Date	Exhibit No.
99.1	Press release dated December 16, 2009.	X

EX-99.1

Exhibit 99.1

MEMSIC Enters a Definitive Agreement with Crossbow Technology, Inc. to Acquire Certain

Product Lines, Intellectual Property, and Related Fixed Assets from Crossbow Technology

New Systems Solution Capabilities will Enhance MEMSIC Worldwide Growth

Andover, MA – December 16, 2009—MEMSIC, Inc, (NASDAQ GM: MEMS), a leading MEMS solution provider announced today the signing of an Asset Purchase Agreement with Crossbow Technology to acquire selected Crossbow Technology product lines. The purchase includes the non-military portion of Crossbow’s Inertial Systems business lines and the Wireless Sensor Network (WSN) “Mote” and eKo business lines. In addition to the acquisition of these product lines, engineers from Crossbow will join MEMSIC, adding significant sensor system integration and solution talent to MEMSIC’s worldwide engineering team. The sales and marketing personnel joining MEMSIC from Crossbow will expand MEMSIC’s global customer activities and support customers in all markets.

“Driven by the market need for total product solutions, this product line acquisition will provide MEMSIC customers with world-class system integration technology” said Dr. Yang Zhao, President & CEO of MEMSIC, Inc. “Crossbow’s state-of-the-art inertial and wireless module products will meet the needs of MEMSIC’s growing industrial customer base. In addition, Crossbow’s advanced and patented inertial navigation algorithms will meet the needs of MEMSIC’s mobile phone customers for advanced navigation and LBS (location-based services) functions in future smart-phones.”

MEMSIC’s long-term strategy is to broaden its products lines and enhance its sensor integration and solution capabilities. The acquisition provides MEMSIC with incremental revenue and long-term margin growth as well as strengthening MEMSIC’s engineering, sales and marketing capabilities.

“Dr. Zhao and I share a common vision in future sensor solution business. Crossbow’s decade long history of innovation using a broad-range of MEMS sensor technologies, combined with MEMSIC’s strong sensor technology platform and manufacturing excellence, will drive significant new business opportunities worldwide for MEMSIC in commercial aerospace, industrial, automotive, and consumer market segments.” said Mike Horton, President & CEO of Crossbow Technology, Inc.

The purchase price of the acquisition is $18 million in cash and is non-dilutive to MEMSIC shareholders. The closing of the acquisition is subject to certain conditions.

About MEMSIC, Inc.

MEMSIC Inc., headquartered in Andover, Massachusetts, provides advanced semiconductor sensor and system solutions based on integrated micro-electromechanical systems (MEMS) technology and mixed signal circuit design. MEMSIC’s unique and proprietary approach combines leading edge sensor technologies, such as magnetic sensors and accelerometers, with mixed signal processing circuitry to produce reliable, high quality, cost effective solutions for automotive, consumer and industrial markets. The company shares are listed on the NASDAQ Stock Exchange (NASDAQ GM: MEMS).

About Crossbow Technology, Inc.

Founded in 1995, Crossbow Technology, Inc. is the leading end-to-end solutions supplier of wireless sensor networks and inertial sensor systems. Crossbow has shipped over 500,000 sensors to over 1000 customers, including select Fortune 100 companies, for diverse applications such as industrial, aerospace, environmental control, defense, security and asset tracking. Crossbow is leading the revolution for connecting the physical world with the digital world through wireless sensor networks. Headquartered in San Jose, California, Crossbow has offices distributors in 24 countries worldwide.