-----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, IhsRbB88gF1/uRFOmsdggmvdrodTGaZBDgFCnzJTGP1EPFSj5JaycfCnWT4ZdtWW KVfDtJJRv/Gmq3dLXOceEQ== 0001017062-01-500379.txt : 20010523 0001017062-01-500379.hdr.sgml : 20010523 ACCESSION NUMBER: 0001017062-01-500379 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010522 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010522 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: 1645792 BUSINESS ADDRESS: STREET 1: 2381 MORSE AVENUE CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 7149798220 FORMER COMPANY: FORMER CONFORMED NAME: MICROSEMICONDUCTOR CORP DATE OF NAME CHANGE: 19830323 8-K 1 d8k.txt CURRENT REPORT DATED MAY 22, 2001 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) May 22, 2001 ------------ 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.) 2381 Morse Avenue, Irvine, California 92614 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (949) 221-7100 -------------- Former Address: 2830 South Fairview Street, Santa Ana, California 92704 -------------- (Former name or former address, if changed, since last report) Page 1 Item 5. Other Events On May 22, 2001, the Los Angeles Times published the article attached hereto as Exhibit 99.1. The article is about the Registrant, but is drawn from various sources. To the extent that historical information is presented in the article, we draw attention to the historical documents filed by the Registrant with the Securities and Exchange Commission, which can be obtained from the SEC or the Registrant, for a complete statement of relevant historical information and numerous factors that could affect one's interpretation or conclusions about the future. We believe the article reflects the author's or publisher's views, in large part. The Registrant did not write the article or publish a corresponding news release, and therefore the Registrant has no comment on any information in the article. The article also expressly attributes certain information to third parties other than the Registrant, and the Registrant has no comment on that information at this time. Specifically referring only to statements attributed to the Registrant's senior management, the Registrant has experienced growth in sales to military/aerospace customers recently. Comparing the first 6 months of fiscal year 2001 with the first 6 months of fiscal year 2000, this growth seems to have been about 12-15%. In years past, the Registrant had seen 12-15% annual growth in sales to military/aerospace customers; however, the Registrant does not liken the current situation to past times of consistent or predictable growth in such sales. This is a comparison between depressed sales levels in fiscal year 2000 and higher levels in fiscal year 2001, and therefore the Registrant's expectations of up to 15% growth in sales to these customers, which was based only on comparing fiscal year 2000 with fiscal year 2001, could be a temporary gain, if experienced at all. The Registrant's visibility on sales to these customers is limited to approximately 120 days or less and could be affected adversely by numerous known and unknown factors. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Any statements set forth in the article that are not entirely historical and factual in nature are forward-looking statements. For instance, all statements of belief and expectations are 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 difficulties regarding stock market volatility, the making of estimates and projections, hiring and retention of qualified technical personnel in a competitive labor market, rapidly changing technology and product obsolescence, Page 2 the ability to realize cost savings or productivity gains, the ability to improve capacity utilization, potential cost increases, the strength and competitive pricing environment of the marketplace, demand for and acceptance of the company's products, the results of planned development, marketing and promotional campaigns, changes in demand for products, difficulties of foreseeing future demand, effects of limited visibility of future sales, potential non-realization of expected orders or non-realization of backlog, business and economic conditions or adverse changes in current industry conditions, customer order preferences, and fluctuations in market prices of the company's stock, difficulties in implementing company strategies, environmental matters, litigation, difficulties protecting proprietary rights, and inventory obsolescence. In addition to these factors, the reader should refer as well to the factors, uncertainties and risks identified in the company's most recent Form 10-K filed by the company with the Securities and Exchange Commission. The company does not undertake to supplement or correct any information in this release that is or becomes incorrect. 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. EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 LA Times Article Item 9. Regulation FD Disclosure On May 22, 2001, the Los Angeles Times published the article attached hereto as Exhibit 99.1. Page 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: May 22, 2001 By: /s/David R. Sonksen -------------------------- David R. Sonksen, Executive Vice President, Treasurer, Chief Financial Officer and Secretary Page 4 MICROSEMI CORPORATION INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 LA Times Article Page 5 EX-99.1 2 dex991.txt LA TIMES ARTICLE EXHIBIT 99.1 Microsemi Thriving on Diversified Strategy By KAREN ALEXANDER, Times Staff Writer The folks at Microsemi Corp. can be excused for gloating a bit these days. While flashier chip makers have been battered by a prolonged technology slump, the 40-year-old company is thriving by churning out chips for products from hearing aids to the latest hand-held color computers. These guys are on intermission, figuring out what's going on," Microsemi Chief Executive James Peterson said with a chuckle, referring to some of his competitors. "And I'm taking their seats." That strategy of catering to a variety of markets is paying off handsomely for the 1,827-employee Irvine business. Profit and sales are surging. Its stock, after falling sharply in February, has suddenly become one of the hottest performers in the industry. Over the last year Microsemi's stock has more than doubled in price while semiconductor stocks overall have lost nearly 30% of their value. On Monday, the shares climbed to a 52-week high of $60.40 before closing at $60.21, up $3.61, in Nasdaq trading. The stock received a boost last week when it was added to Standard & Poor's SmallCap 600 Index. The previous week, Microsemi announced a 2-for-1 stock split. While others are warning of depressed earnings and have been shedding employees, Microsemi is expanding. The company recently moved from its longtime base in Santa Ana to a new corporate headquarters and design center in a high-rent district in Irvine. It also plans to hire as many as 30 engineers in coming months. Microsemi's successful strategy was born out of the company's own financial distress about a decade ago. At the time, the company's fate was tied heavily to the defense industry, which accounted for more than 75% of its revenue. When Southern California's defense and aerospace sector collapsed, Microsemi's revenue crumbled. Short on cash, the firm sold off unprofitable divisions and other assets, laid off staff and announced temporary salary cuts in 1993. But the company learned its lesson. By last year, just 29% of Microsemi's revenue came from military and aerospace customers, with mobile communications, telecommunications and computer devices contributing significant shares. Now, no single customer makes up more than 4% of Microsemi's sales, a sharp contrast to other chip makers that depend more heavily on a handful of key customers. Irvine neighbor Broadcom Corp., for example, drew 35% of its revenue last quarter from sales to Motorola Inc. and 3Com Corp. Part of the company's recent struggles can be traced to the woes of another major customer, Cisco Systems Inc., which at one time accounted for 17% of Broadcom's sales. Microsemi sells devices to such diverse customers as Lockheed-Martin Corp., Motorola Inc., Dell Computer Corp. and St. Jude Medical Inc. Last year, net income jumped more than fivefold to $8.2 million, or 76 cents a share, as revenue rose nearly 34% to $247.6 million. Analysts are predicting earnings of $1.28 a share this year. They've been able to balance out some of the slowdowns" that have plagued other semiconductor companies, said Charles Boucher, a semiconductor analyst at the investment bank Bear Stearns, who has a "buy" recommendation on the stock. Despite its successful strategy, Microsemi's stock is not immune to the fluctuations that have characterized the technology sector in recent years. The stock outdistanced close competitors Semtech Corp. and Micrel Inc. in January, then lost half of its value in a month. Microsemi's shares sank to $19.30 in mid-March before surging again. Microsemi continues to profit from its old-line military business. And with the Bush administration expected to increase defense spending, the company could see its military and aerospace revenue climbing as much as 15% this year after logging sales declines over the last three years, Peterson said. But the company also is positioning itself for an assault on faster-growing markets for consumer gadgets, snatching up companies with technology that can be reapplied to hot new commercial markets and boosting its research and development budget over the last two years. Last year, the company poured $11.2 million into R&D, up from $4 million the previous year and $1.5 million in 1998. They've got this core of older legacy business, but they're not investing in that. They're investing in newer markets that have quite attractive growth prospects," analyst Boucher said. Most significant, the company in 1999 purchased LinFinity in Garden Grove, landing a new bundle of power-management devices that can light colorful display monitors without draining critical battery power in cell phones, laptop computers and personal digital assistants. More than 30% of Microsemi's sales come from the power-management division, and the future is bright. Total demand for these tools could grow about 30% a year for the foreseeable future, according to a report by Banc of America Securities analyst Alex Gauna. Microsemi's chips for regulating power are now being used in the latest models of hand-held devices from Palm Inc., Hewlett-Packard Co. and Compaq Computer Corp. The technology also is being deployed in the fast-growing market for computer and navigational displays for luxury automobiles. Meanwhile, medical device manufacturers are installing Microsemi chips in such items as hearing aids and pacemakers. When a 2-month-old boy at Loma Linda University Children's Hospital became the first patient in the U.S. to receive the world's smallest pacemaker this month, the device from St. Jude Medical had a Microsemi chip managing power. Its batteries are said to last about seven years before they will have to be replaced. The LinFinity deal also landed Microsemi a long-sought successor to Philip Frey Jr., who had headed the company for 29 years. Peterson, the former president of LinFinity, was named Microsemi's president and chief executive last year. Frey became chairman of the board. Another addition last year--Microsemi's acquisition of Infinesse Corp.'s business products group--marked its entry into wireless and optical networking markets. It's kind of hard to categorize us in some respects because we're all over the map," company spokesman Cliff Silver said. "That's one of the reasons we're doing so well." -----END PRIVACY-ENHANCED MESSAGE-----