-----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, EKgHQXooo+isWgZEZCRx6z7yCpHPTr624IwFK6xZi8kPUZQ+uVERnxTg7aO/3TQ5 yOngnQXGmdhhuzW57+8G3w== 0001017062-98-000126.txt : 19980128 0001017062-98-000126.hdr.sgml : 19980128 ACCESSION NUMBER: 0001017062-98-000126 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980121 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980127 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROSEMI CORP CENTRAL INDEX KEY: 0000310568 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 952110371 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-08866 FILM NUMBER: 98514318 BUSINESS ADDRESS: STREET 1: 2830 S FAIRVIEW ST STREET 2: PO BOX 26890 CITY: SANTA ANA STATE: CA ZIP: 92704 BUSINESS PHONE: 7149798220 FORMER COMPANY: FORMER CONFORMED NAME: MICROSEMICONDUCTOR CORP DATE OF NAME CHANGE: 19830323 8-K 1 FORM 8-K DATED JANUARY 21, 1998 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) January 21, 1998 ---------------- MICROSEMI CORPORATION --------------------- (Exact name of Registrant as specified in its charter) Delaware 0-8866 95-2110371 -------- ------ ---------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 2830 South Fairview Street, Santa Ana, California 92704 - ------------------------------------------------- ----- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (714) 979-8220 -------------- Not Applicable -------------- (Former name or former address, if changed, since last report) 1 Item 5. Other Events Agreement for Acquisition of BKC - -------------------------------- On January 21, 1998, Microsemi Corporation, a Delaware corporation (the "Registrant"), Micro BKC Acquisition Corp., a Delaware corporation which is a wholly-owned subsidiary of the Registrant ("Merger Sub"), and BKC Semiconductors Incorporated, a Massachusetts corporation ("BKC") entered into an agreement in which BKC agrees to merge (the "Merger") with Merger Sub upon satisfaction of conditions to consummation including approval of the Merger by BKC's shareholders. The Merger is contemplated in accordance with the Agreement and Plan of Merger dated as of January 21, 1998 (the "Agreement") by and among the Registrant, Merger Sub and BKC. The Registrant and BKC issued a joint news release concerning the Agreement and the proposed Merger, which is attached as Exhibit 99.1 hereto. The consideration to be paid to shareholders of BKC is $9.17 in cash per share. The outstanding capital stock of BKC is comprised of 1,276,411 shares of common stock and stock options to purchase up to 249,810 shares of BKC's common stock at prices ranging from $2.00 to $3.50 per share. The holders of these options will be entitled, immediately prior to the Merger, to receive in cash the difference between $9.17 and the option exercise price. Debentures Called for Redemption - -------------------------------- The Registrant is mailing notices on January 27, 1998 to each registered holder of its 5 7/8% Convertible Subordinated Debentures due 2012 ("Debentures"). The notice states that the Company will redeem all of the Debentures, pursuant to the terms of the Debentures and the related Indenture, at 4:01 p.m. Los Angeles time (7:01 p.m. New York City time) on Thursday, February 12, 1998. Any and all Debentures may be converted into shares of Common Stock of the Registrant by registered holders prior to 4:00 p.m. Los Angeles time (7:00 p.m. New York City time) on such redemption date. The Registrant's notice of redemption is attached as Exhibit 99.2 hereto, which is incorporated herein by this reference. The notice contains details of the redemption and the manner of conversion of Debentures, including the name and addresses of the Paying Agent and Conversion Agent. The Registrant issued a news release concerning the Debenture redemption, which is attached as Exhibit 99.3 hereto and incorporated herein by this reference. Prior to redemption, the Debentures are convertible at the holder's option at a conversion price of $13.55 of principal amount per share. The $33,259,000 in principal amount of Debentures outstanding at the date of the notice of redemption could be converted into a maximum of approximately 2,454,538 shares of Common Stock. Prior to such conversions, there were approximately 9,214,676 shares of Common Stock outstanding. The shares issuable upon conversion were registered by the Company under the Securities Act of 1933 on Form S-2, Registration No. 33-11967, as declared effective on February 25, 1987. The Common Stock of the Registrant, including all shares of Common Stock issued or issuable upon conversion of Debentures, are traded on the Nasdaq National Market under the symbol "MSCC". 2 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Business Acquired. Not applicable. (b) Unaudited Pro Forma Financial Information. Not applicable. (c) Exhibits. 99.1 News Release dated January 21, 1998 relating to the Agreement dated January 21, 1998 among the Registrant, Merger Sub and BKC 99.2 Notice of Redemption relating to the redemption of Debentures and the right of holders to convert Debentures into Common Stock 99.3 News Release dated January 26, 1998 relating to the redemption notice to the holders of Debentures 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 hereunto duly authorized. MICROSEMI CORPORATION (Registrant) Date: January 26, 1998 By:/s/ DAVID R. SONKSEN ------------------------------------- David R. Sonksen, Vice President-Finance, Treasurer, Chief Financial Officer and Secretary 4 MICROSEMI CORPORATION INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION ---------- ----------- 99.1 News Release dated January 21, 1998 relating to the Agreement dated January 21, 1998 among the Registrant, Merger Sub and BKC 99.2 Notice of Redemption relating to the redemption of Debentures and the right of holders to convert Debentures into Common Stock 99.3 News Release dated January 26, 1998 relating to the redemption notice to the holders of Debentures
5 EX-99.1 2 NEWS RELEASE DATED JANUARY 21, 1998 EXHIBIT 99.1 [LOGO OF MICROSEMI CORPORATION APPEARS HERE] Microsemi and BKC Semiconductors Announce Merger Agreement SANTA ANA, Calif.--(BUSINESS WIRE)--Jan. 21, 1998-- Microsemi Corp., Santa Ana, (Nasdaq:MSCC), and BKC Semiconductors Inc., Lawrence, Mass., (Nasdaq:BKCS), Wednesday jointly announced that they have signed a definitive agreement whereby Microsemi will acquire BKC for $9.17 per share in cash. Microsemi intends to finance the acquisition with cash on hand and borrowings under its existing credit facilities. As a result of the merger, BKC will be a wholly owned subsidiary of Microsemi. The current plan is for BKC to operate as a stand-alone subsidiary. The merger is expected to be completed in late March or early April 1998, subject to BKC stockholder approval and satisfaction of other usual closing conditions. In a statement, Philip Frey Jr., chairman and chief executive officer of Microsemi, said, "The merger with BKC will be an important step in the continued growth of Microsemi's business and should enhance the company's ability to serve its expanding customer base." James Shiring, president and CEO of BKC, said, "The merger with Microsemi will greatly strengthen BKC's overall product technology portfolio breadth." Shiring added, "The fact that BKC will be operated as a stand-alone subsidiary should also mean continued job possibilities for our employees in Lawrence, Mass." Microsemi is a multinational supplier of high-reliability power semiconductors, surface-mount and custom diode assemblies for the electronics, computer, telecommunications, space, defense and medical markets. BKC manufactures discrete, single-function semiconductor devices used by industrial, automotive, defense, telecommunications and aerospace industries to convert and control electrical power in electronic equipment. Statements expressing the beliefs and expectations of management regarding future performance are forward-looking and involve risks and uncertainties, including, but not limited to, consummation of the transaction, Microsemi's ability to manage and integrate acquired businesses, quarterly fluctuations in results and other risks. These risks are and will be detailed from time to time in Microsemi's Securities and Exchange Commission filings, including Microsemi's Form 10-K for the year ended Sept. 28, 1997, and subsequent Form 10-Qs and 8-Ks, and in BKC's SEC filings, including BKC's Form 10-K for the year ended Sept. 30, 1997, and subsequent Form 10-Qs and 8-Ks. Actual results may differ materially from management's expectations. CONTACT: Microsemi Corp. David R. Sonksen, 714/979-8220 or Silverman Heller Associates Eugene G. Heller/Philip Bourdillon, 310/208-2550 1 EX-99.2 3 NOTICE OF REDEMPTION OF DEBENTURES EXHIBIT 99.2 MICROSEMI CORPORATION NOTICE OF REDEMPTION OF 5 7/8% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2012 PLEASE READ THIS NOTICE CAREFULLY BEFORE SURRENDERING DEBENTURES. To the Holders of the Microsemi Corporation 5 7/8% Convertible Subordinated Debentures due 2012: NOTICE IS HEREBY GIVEN that Microsemi Corporation (the "Company") has called for redemption and will redeem at 4:01 p.m. Los Angeles time on Thursday, February 12, 1998 (the "Redemption Date") all of its 5 7/8% Convertible Subordinated Debentures due 2012 (the "Debentures") then outstanding. The redemption price will be $1,000 per $1,000 principal amount of Debentures plus $26.27 representing accrued interest from September 1, 1997 to the Redemption Date, for a total redemption price of $1,026.27 for each $1,000 principal amount of Debentures (the "Redemption Price"). HOLDERS OF DEBENTURES HAVE, AS AN ALTERNATIVE TO REDEMPTION, AND IN ADDITION TO THE RIGHT TO SELL DEBENTURES IN THE OVER THE COUNTER MARKET THROUGH USUAL BROKERAGE FACILITIES, THE OPTION OF CONVERSION OF DEBENTURES INTO COMMON STOCK. IF THE PRICE OF SHARES OF COMMON STOCK OF THE COMPANY WERE TO BE GREATER THAN OR EQUAL TO $13 15/16 PER SHARE ON THE DATE OF CONVERSION, HOLDERS OF DEBENTURES WHO CONVERT THEIR DEBENTURES INTO SHARES OF COMMON STOCK WOULD RECEIVE SHARES OF COMMON STOCK HAVING, AT THE TIME OF CONVERSION, AN AGGREGATE MARKET VALUE GREATER THAN THE AMOUNT THE HOLDERS WOULD RECEIVE UPON REDEMPTION OF THEIR DEBENTURES. At your option, at any time prior to 4:00 p.m., Los Angeles time, on February 12, 1998 (the "Conversion Expiration Time"), the Debentures are convertible into shares of the Company's Common Stock, par value $.20 per share (the "Common Stock"). Upon conversion, you will receive the number of shares that results from dividing the principal amount of Debentures you hold (without adjustment for accrued interest) by the conversion price of $13.55. Therefore, each $1,000 principal amount of Debentures will be convertible into approximately 73.8 shares of Common Stock, subject to payment of cash in lieu of any fractional share. On January 22, 1998, the last reported sale price of shares of Common Stock as reported by the Nasdaq National Market was $19 1/16 per share. Based on such sale price, $1406.81 would be the market value of the Common Stock into which each $1,000 principal amount of Debentures is convertible. The actual market value of the Common Stock will depend upon future market prices, and you are urged to refer to more recent quotations. The Common Stock is quoted on the Nasdaq National Market under the symbol "MSCC." The future market prices of the Common Stock also may be materially and adversely affected by the risk factors described in the Company's most recent Form 10-K and Form 10-Q filed with the Securities and Exchange Commission. IF YOU SURRENDER YOUR DEBENTURES AND YOUR DEBENTURES ARE RECEIVED BY THE CONVERSION AGENT PRIOR TO 4:00 P.M., LOS ANGELES TIME, ON FEBRUARY 12, 1998 ACCOMPANIED BY A COMPLETED AND SIGNED NOTICE OF CONVERSION AND FORM W-9, SUCH DEBENTURES WILL BE CONVERTED. 1 MANNER OF CONVERSION To convert Debentures into Common Stock, the registered holder thereof must complete and sign the form of conversion notice printed on the back side of the Debenture certificate and surrender such Debentures for conversion to the Conversion Agent Bank of New York Reorganization Unit Lobby Level 101 Barclay Street New York, New York 10286 Holders are also entitled to convert less than the full principal amount of Debentures held by them provided that such portion is an integral multiple of $1,000 and the conversion notice referred to above indicates the portion of Debentures to be converted. Since it is the time of receipt, not the time of mailing, that determines whether Debentures have been properly surrendered for conversion, sufficient time should be allowed for Debentures sent by mail to be received by the Conversion Agent prior to the deadline set forth above. The method of delivery of all documents, including Debentures, is at the election and risk of the surrendering holder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. Any Debentures not duly surrendered for conversion prior to such time will have no rights other than the right to receive the Redemption Price. Upon the surrender of Debentures with a completed and signed conversion notice, the holder converting the Debentures will be deemed to be the holder of record of the Common Stock issuable on such conversion, and all rights with respect to the Debentures surrendered will terminate except the right to receive shares of Common Stock and a cash payment in lieu of any fractional share. As promptly as practicable after the surrender of Debentures as aforesaid, the Company will issue and will deliver at the office of the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Debentures and a check for the cash amount payable in lieu of any fractional share. The Company will pay or cause to be paid any documentary stamp or transfer taxes payable on the issue of shares of Common Stock upon conversion. The Company will require holders of Debentures to pay the Company any amount required to cover any tax which may be due in respect of the issue upon conversion of shares of Common Stock in a name other than that of the registered holder of the Debentures being converted. If a Form W-9 is not provided, and in certain other cases, any cash payment may be subject to backup withholding. 2 MANNER OF REDEMPTION Redemption Date. 4:01 p.m. Los Angeles time, on Thursday, February 12, --------------- 1998. Redemption Price. Redemption at $1,000 per $1,000 principal amount of ---------------- Debentures plus accrued interest from September 1, 1997 to the Redemption Date of $26.27 for a total redemption price of $1,026.27 for each $1,000 principal amount of Debentures not converted prior to the Conversion Expiration Time. Cessation of Interest Accrual. Interest on the Debentures will cease to ----------------------------- accrue on and after the Redemption Date, unless the Company defaults on payment of the Redemption Price. Redemption Procedure. If a holder desires to receive the Redemption Price -------------------- for Debentures, such Debentures must be sent to the Paying Agent- Bank of New York Bond Redemption Unit Lobby Level 101 Barclay Street New York, New York 10286 To receive the Redemption Price for any Debentures, the holder thereof must surrender such Debentures to the Paying Agent at the address set forth above accompanied by a Form W-9. On or after the Redemption Date, the holder of any Debentures surrendered for redemption shall be paid by the Paying Agent the Redemption Price for each Debenture, without any interest accruing on and after the Redemption Date. Payments for Debentures surrendered for redemption will in all cases be made only after the Redemption Date and after the Paying Agent's receipt of the surrendered Debentures and any other documents required by the Paying Agent. Tax Effects. Receipt of the redemption price upon redemption would create ----------- a taxable event to you. If a Form W-9 is not provided, and in certain other cases, any cash payment may be subject to backup withholding. Questions and requests for assistance: Please contact Mr. David R. ------------------------------------- Sonksen, Vice President-Finance and Secretary, Microsemi Corporation at (714) 979-8220 or the Conversion Agent and Paying Agent at (212) 815-4997. This notice is given pursuant to paragraph 5 of the Debentures and in accordance with the terms of the Indenture (the "Indenture") dated as of March 1, 1987, between the Company and BNY Western Trust Company, successor to First Interstate Bank of California as Trustee (the "Trustee"). The Trustee has mailed, in the name of the Company, a copy of this Notice of Redemption to all registered holders of Debentures. MICROSEMI CORPORATION 3 EX-99.3 4 NEWS RELEASE DATED JANUARY 26, 1998 EXHIBIT 99.3 [LOGO OF MICROSEMI CORPORATION APPEARS HERE] MICROSEMI ANNOUNCES REDEMPTION OF 5 7/8 PERCENT CONVERTIBLE SUBORDINATED DEBENTURES SANTA ANA, Calif.--January 26, 1998--Microsemi Corp. (Nasdaq: MSCC) Monday announced that it will redeem on Feb. 12, 1998, all of its outstanding 5-7/8 percent convertible subordinated debentures due 2012. The debentures are redeemable at $1,000 principal amount, plus accrued interest to Feb. 12, 1998, of $26.27 per $1,000 principal amount, for a total redemption price of $1,026.27. The debentures are convertible into the company's common stock at a conversion price of $13.55 per share, or 73.8 shares per $1,000 principal amount. Debentures may be converted at any time prior to 5:00 p.m. PST, on Feb. 12, 1998, in accordance with the terms of the indenture. Debentures may be presented for payment of the redemption price at the Bank of New York, Bond Redemption Unit, Lobby Level, 101 Barclay St., New York, N.Y. 10286 for redemption, and for conversion at the Bank of New York, Reorganization Unit, Lobby Level, 101 Barclay St., New York, N.Y. 10286. On Feb. 12, 1998, the redemption price and accrued interest on each outstanding debenture will become due and payable, and interest thereon will cease to accrue. If the debenture holder elects to convert, no payment of interest and no adjustment in respect of interest will be made, and no fractional shares of common stock will be issued; however, if a conversion results in a fraction of a share, the debenture holders will receive a cash payment in lieu thereof. The company has previously received notices from holders of $22,953,000 in face value of debentures, indicating their intention to convert their debentures into common stock. This represents 69 percent of the outstanding debentures. The company is sending to each debenture holder of record a notice and transmittal letter outlining the procedure for redemption and conversion. Debenture holders who require further information should contact Microsemi Investor Relations at 714/979-8220. Microsemi is a multinational supplier of high-reliability power semiconductors, surface mount and custom diode assemblies for the electronics, computer, telecommunications, space, defense and medical markets. More information may be obtained by contacting the company directly or by visiting the company's website at http://www.microsemi.com 1 "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Any statements set forth in this news release that are not historical in nature are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward- looking statements. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Potential risks and uncertainties include but are not limited to such factors as the strength and competitive pricing environment of the semiconductor marketplace, demand for and acceptance of the company's products, the success of planned marketing and promotional campaigns, realization of backlog, as well as other factors identified in the Company's most recent Form 10-K and subsequent Forms 10-Q filed by the company with the Securities and Exchange Commission. CONTACT: Microsemi Corp., Santa Ana David R. Sonksen, 714/979-8220 or Silverman Heller Associates, Los Angeles Eugene G. Heller/Philip Bourdillon, 310/208-2550 2 -----END PRIVACY-ENHANCED MESSAGE-----