-----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, L6U6nC1nAPiyw9WRL3EnmBCRo9XfYFmqofuthnFc9fu79kzR5TpV+5uCgzeKJMNU VWzsHRvMfeUkWQ4QkuESog== 0001017062-98-000372.txt : 19980225 0001017062-98-000372.hdr.sgml : 19980225 ACCESSION NUMBER: 0001017062-98-000372 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980212 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980224 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: 98548120 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 FEBRUARY 12, 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) February 12, 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) Item 5. Other Events Conversion of Debentures - ------------------------ On February 18, 1998, Microsemi Corporation, a Delaware corporation (the "Registrant"), issued a news release which announced that the holders of the Registrant's 5 7/8% Convertible Subordinated Debentures due 2012 ("Debentures") had converted Debentures into the Registrant's Common Stock, par value $.20 per share. The Registrant's news release concerning the Debenture conversions is attached as Exhibit 99.1 hereto and incorporated herein by this reference. The final tally as of February 20, 1998 shows that a total of $33,236,000 in principal amount of Debentures were converted at the Debenture conversion price of $13.55 of principal amount per share. This resulted in the issuance of approximately 2,452,841 shares of Common Stock. The shares issued upon conversion have been registered by the Company under the Securities Act of 1933 on Form S-2, Registration No. 33-11967, which was declared effective on February 25, 1987 and issued in reliance upon such registration or Section 3(a)(9) under the Securities Act of 1933, as amended. The Common Stock of the Registrant issued upon conversion of Debentures are eligible for public trading. The Common Stock is traded on the Nasdaq National Market under the symbol "MSCC". A total of $23,000 in principal amount of Debentures was surrendered for redemption or was not surrendered for conversion on a timely basis. This amount represents less than seven ten-thousandths (7/10,000ths) of the principal amount of Debentures that was outstanding. 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 February 18, 1998 relating to the conversion by the holders of Debentures and the Registrant's issuance of Common Stock 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: February 20, 1998 By: /s/ DAVID R. SONKSEN ----------------------------------- David R. Sonksen, Vice President-Finance, Treasurer, Chief Financial Officer and Secretary MICROSEMI CORPORATION INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION ---------- ----------- 99.1 News Release dated February 18, 1998 relating to the conversion by the holders of Debentures and the Registrant's issuance of Common Stock EX-99.1 2 NEWS RELEASED DATED FEBRUARY 18, 1998 EXHIBIT 99.1 NEWS RELEASE DATED FEBRUARY 18, 1998 RE CONVERSIONS [LOGO OF MICROSEMI CORPORATION APPEARS HERE] David R. Sonksen Eugene G. Heller/Philip Bourdillon February 18, 1998 V.P. Finance & CFO Silverman Heller Associates 714-979-8220 310-208-2550 MICROSEMI ANNOUNCES 100% DEBENTURE CONVERSION Santa Ana, California -- February 18, 1998 -- Microsemi Corporation (NASDAQ: MSCC) today announced that, following a Redemption Notice issued on January 17, 1998, it has received Conversion Notices from the holders of 100% of the Company's $33,259,000 in outstanding 5 7/8% Convertible Subordinated Debentures due 2012. Accordingly, the Company has issued 2,454,538 shares of common stock at the conversion price of $13.55 per share. The conversion increases the number of common shares outstanding by 26.6%, to 11,674,436 from 9,219,898. The increase in shares outstanding will impact the calculation of basic earnings per share; however, it will not impact diluted earnings per share, since that calculation has always included the effect of the conversion. Two benefits result from this conversion. First, the Company's equity is increased by approximately $33.3 million (the amount of the former debt). This would have had the effect (on a pro forma basis) of increasing the equity at December 28, 1997 from $45.6 million to $78.9 million. Second, the annual interest expense of approximately $2.0 million will be eliminated. Microsemi Corporation is a global 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. "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, as well as other factors identified in the Company's most recent Form 10-K and subsequent Forms 10-Q. -----END PRIVACY-ENHANCED MESSAGE-----