-----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, Nk6LK1xuErSM1Jbn6HrNuITPEIc2AS8h8A/Y07Wwlz6VLCd8D1H9RDr9jDZwFuaq XkkzA6+hSOwz6FkwmDPUug== 0001017062-01-500877.txt : 20010817 0001017062-01-500877.hdr.sgml : 20010817 ACCESSION NUMBER: 0001017062-01-500877 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010815 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: FILED AS OF DATE: 20010816 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: 1717078 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 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 15, 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 15, 2001, the Registrant's wholly-owned subsidiary and Compensated Devices, Inc. consummated a purchase and sale of assets. Micro CDI Acquisition Corp., a wholly-owned subsidiary of the Registrant, plans to operate the acquired business or assets at the same four physical locations in Melrose, Massachusetts where the seller had operated them prior to August 15, 2001. Prior to August 15, 2001, affiliates of the shareholders of Compensated Devices, Inc. had leased to Compensated Devices, Inc. the four principal premises where it conducted business operations. Those leases were terminated as part of this transaction, and Micro CDI Acquisition Corp. has entered into new leases with those same affiliated entities. For these assets the Registrant's subsidiary has paid approximately $7.7 million in cash to the seller, approximately $3.9 million in the form of the Registrant's one-year promissory note, approximately $1.4 million was paid in the form of repayment of loans made by a bank, and the balance consisted of assumption of specified obligations in the amount, aggregately, of approximately $1.0 million. 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 CDI Acquisition Corp.'s acquisition consisted of contributing or loaning some cash on hand. Compensated Devices, Inc. and its shareholders previously had no material relationship with the Registrant, its directors or officers, or their respective associates. (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 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 16, 2001 By: /s/ David R. Sonksen ----------------------------- David R. Sonksen, Executive Vice President, Treasurer, Chief Financial Officer and Secretary Page 3 -----END PRIVACY-ENHANCED MESSAGE-----