-----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, P4issLxaYvs3PSjeI2mo+EfDvajlKJH3iVYTt4ylq7/hNCR3aW3Fo/rrLsEKKtC9 pEl7ujS+f0T4OSWYyfZx4Q== 0001017062-01-500675.txt : 20010806 0001017062-01-500675.hdr.sgml : 20010806 ACCESSION NUMBER: 0001017062-01-500675 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010802 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20010803 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: 1934 Act SEC FILE NUMBER: 000-08866 FILM NUMBER: 1696675 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 FORM 8-K DATED AUGUST 2, 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) August 2, 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 name or former address, if changed, since last report) Page 1 Item 2. Acquisition or Disposition of Assets (a) On August 2, 2001, the Registrant's wholly-owned subsidiary and New England Semiconductor Corp. and a wholly-owned subsidiary thereof consummated a purchase and sale of assets. Micro NES Acquisition Corp., a wholly-owned subsidiary of the Registrant plans to operate the acquired business or assets at the same physical location in Lawrence, Massachusetts where the seller has operated them prior to August 2, 2001. The Registrant has paid approximately $3.3 million cash to the seller, approximately $6 million was paid with a one-year promissory note and the balance of approximately $5 million was mostly paid in the form of cash or assumed loans and other obligations specified in the agreement. The parties arrived at the price and terms on the basis of negotiations which resulted in a letter of intent signed and announced by the Registrant in early June, 2001. The Registrant's funding of Micro NES Acquisition Corp.'s acquisition consisted of contributing or loaning some cash on hand. The New England Semiconductor Corp. and its shareholders previously had no material relationship with the Registrant, its directors or officers, or their respective associates. Another subsidiary of the Registrant had been a sublessor to New England Semiconductor Corp., and that sublease was terminated as part of this transaction. (b) The assets include semiconductor manufacturing and testing equipment. The Registrant will continue to put this equipment to use in manufacturing and testing semiconductors. 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. Not applicable. Item 9. Regulation FD Disclosure Item 2 is incorporated into this Item by this reference. Page 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 hereunto duly authorized. MICROSEMI CORPORATION (Registrant) Date: August 2, 2001 By: /s/ David R. Sonksen ----------------------------- David R. Sonksen, Executive Vice President, Treasurer, Chief Financial Officer and Secretary Page 3 -----END PRIVACY-ENHANCED MESSAGE-----