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 20, 2002

MICROSEMI CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	0-8866	95-2110371
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2381 Morse Avenue, Irvine, California	92614
(Address of principal executive office)	(Zip Code)

Registrant’s telephone number, including area code     (949) 221-7100

Not Applicable

(Former name or former address, if changed, since last report)

Item 5.    Other Events and Regulation FD Disclosure.

Registrant’s Amendments to Policy Applicable to All Employees, Directors and Officers

The Board of Directors on August 20, 2002 voted to amend the Registrant’s policies applicable to all employees, directors and officers of the Registrant regarding “Non-Disclosure and Confidentiality of Non-Public Information of Microsemi Corporation and the Policy about Investing in Microsemi Corporation Securities,” the latter part of which applies to those who own or acquire Microsemi securities.

Among other changes made, the policy was amended to prohibit employees, directors and officers of the Registrant from borrowing against Microsemi stock in a margin account or through a pledge of Microsemi stock. However, the policy provides that for existing margin indebtedness as of August 20, 2002, exceptions to the prohibition can be made for a limited time at the request of individuals with such arrangements if such persons commit to reducing these borrowings and eventually eliminating such borrowings.

The new margin trading prohibition seeks to prevent any sale of Microsemi stock by any employee, director or officer, even an involuntary sale pursuant to a margin loan, during certain blackout periods. The Registrant reported in Forms 8-K filed with the Securities and Exchange Commission on July 1, 2002 and July 2, 2002, respectively, that one of the brokers of Philip Frey, Jr., Chairman of the Board of Directors of the Registrant, had sold an aggregate of 125,000 shares of Microsemi Common Stock while Mr. Frey was on vacation, which reduced the amount of Mr. Frey’s margin loan outstanding and brought his account into compliance with the broker’s and the Federal Reserve Board’s margin equity requirements. More complete descriptions of these transactions are contained in Item 9 of each such Form 8-K and are incorporated herein by this reference.

Shares held in a margin account or in pledge may be foreclosed upon and sold to satisfy the indebtedness. A decline in the market price of Microsemi Common Stock or other securities held in margin accounts or in pledge may result in foreclosure sales of such stock. Foreclosure sales, if sufficiently numerous, tend to further exacerbate the problem of margin loans by applying even more downward pressure on the market price of such stock.

Plan of Action of Registrant’s Chairman of the Board

The Registrant’s Insider Trading Policy is administered by the Compliance Committee of the Registrant’s Board of Directors. As amended on August 20, 2002, the Registrant’s Insider Trading Policy currently prohibits any employee, director or officer from incurring

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any margin indebtedness secured by Microsemi Common Stock. However, the margin indebtedness that existed before the amendment of the Insider Trading Policy can be reduced over time. The Compliance Committee is administering this policy as it applies to Mr. Frey, Chairman of the Board of Directors of the Registrant, pursuant to a Margin Account Plan of Action dated October 15, 2002 (the “Plan of Action”).

The Plan of Action seeks to address the concerns of the Registrant’s Board of Directors in amending the Insider Trading Policy, which is to prevent sales of Microsemi shares during blackout periods or while in possession of material non-public information. The terms of the Plan of Action provide as follows:

1. Mr. Frey will not increase the principal balance of outstanding margin loans from the base amount of $3,928,000 as of August 30, 2002, in any brokerage account which includes Microsemi shares, while serving as a Director of Registrant;

2. 100% of the proceeds from sales of Microsemi shares and of all other securities contained in Mr. Frey’s margin accounts will be applied to permanently reduce the loans in such margin accounts;

3. Mr. Frey will, on a regular basis, no less frequently than monthly, furnish a designated officer or agent of Registrant with a detailed status, including copies of each monthly statement, of the brokerage margin accounts and his level of exposure to margin calls;

4. Mr. Frey will not seek to revoke previous written instructions to each brokerage firm at which he maintains a margin account to sell all other securities in such account which are not Microsemi shares prior to selling any Microsemi shares where a sale is required under applicable margin rules;

5. if, during a blackout period, any of Mr. Frey’s accounts are subject to a margin call and there are either no securities or an insufficient quantity of securities other than Microsemi shares held in such account to fully satisfy the margin call, then he will deposit a sufficient amount of cash in such account so as to prevent a sale of Microsemi shares during such a blackout period;

6. one-half of any net proceeds Mr. Frey receives from a proposed re-financing of certain real estate holdings belonging to him will be applied to reducing the balance of his margin loans; and

7. Mr. Frey will, prior to September 30, 2002, either sell securities or deposit cash in his brokerage margin accounts such that the aggregate amount of the principal balance of all brokerage margin loans against such accounts as a percentage of the value of securities in such accounts, will not exceed 50% on September 30, 2002, and will be reduced to 45% by

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March 31, 2003 and 35% by September 30, 2003. Additionally, he will submit and start a plan for further reductions by September 30, 2003.

The Registrant is informed by Mr. Frey that his indebtedness under all his margin accounts and loans secured by Microsemi stock amount to approximately $5,600,000. The Registrant understands that approximately $4,600,000 of such indebtedness is secured by a pledge of Microsemi Common Stock (and other companies’ securities) held in various brokerage accounts or bank accounts and $1,000,000 of such indebtedness is secured by a pledge of shares of Microsemi Common Stock to Norman J. Wechsler. The loan from Mr. Wechsler is due and payable by Mr. Frey in full on or before October 23, 2002. Mr. Frey reports that he beneficially owns 1,511,792 shares of Microsemi Common Stock, which represents 5.23% of the shares of stock of Registrant outstanding as of June 30, 2002. Mr. Wechsler has previously reported beneficial ownership of less than 5% of the shares of Microsemi Common Stock outstanding. Mr. Wechsler had at one time been a beneficial holder of more than 30% of the Microsemi Common Stock.

The Registrant engages Mr. Frey as a director and consultant pursuant to the agreements filed as Exhibits 10.86 and 10.86.1 to this Report, which are incorporated herein by this reference.

Item 7.    Financial Statements and Exhibits.

The Exhibit Index, which immediately follows the signatures hereto, is incorporated herein by this reference.

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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:  October 31, 2002	By:	/s/    David R. Sonksen
		David R. Sonksen, Executive Vice President Chief Financial Officer Treasurer and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
10.86	Transition and Consulting Agreement dated January 24, 2001 Between Mr. Philip Frey, Jr. and the Registrant(1)*
10.86.1	Agreement dated April 1, 2002, executed May 13, 2002, between Philip Frey, Jr. and the Registrant, amending the Transition and Consulting Agreement dated January 24, 2001*
99.1	Item 9. Regulation FD Disclosure (2)
99.2	Item 9. Regulation FD Disclosure (3)

* Management compensatory plan or arrangement

(1)    Incorporated herein by reference to the indicated Exhibit to the Registrant’s Quarterly Report on Form 10-Q as filed on February 13, 2001 with the Securities and Exchange Commission for the fiscal quarter ended December 31, 2000.

(2)    Incorporated herein by reference to the indicated Item in the Registrant’s Current Report on Form 8-K as filed on July 1, 2002 with the Securities and Exchange Commission.

(3)    Incorporated herein by reference to the indicated Item in the Registrant’s Current Report on Form 8-K as filed on July 2, 2002 with the Securities and Exchange Commission.

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EX-10.86.1

Exhibit 10.86.1

Mr. Philip Frey, Jr.

Chairman

Microsemi Corporation

2830 South Fairview Street

Santa Ana, CA 92704

April 1, 2002

Dear Phil:

This letter is to confirm our recent discussions concerning on-going elements related to your Transition and Consulting Agreement with Microsemi Corporation, the consulting period of which formally expired December 18, 2001.

As a result of our discussions, we mutually agree:

1. Paragraph 10 of the agreement, signed on January 24, 2001, allows for continued vesting of all stock options you have been previously granted through their expiration date. There was no intent by either party to have the value of these options impact company earnings, so you have agreed to provide consulting services to the company during the period these options remain unexercised or until their expiration. You will be paid an annual retainer of $1,000 and consulting fees of $300 per hour for these services. The $1,000 retainer will be paid at the time you receive payment from the company for the Microsemi SERP, and the consulting fees will be paid based on a quarterly billing from you for services rendered.

2. Paragraph 15 of the January 24 agreement provides for the payment of excise taxes on your behalf by Microsemi Corporation. After consultation with Nick Yocca, Jr., it become clear that this paragraph was intended to cover any payments made to you as a part of terminating your employment with Microsemi during a change in control of the company. In that no change in control has occurred during the original one-year consulting period and there is no employment relationship beyond the consulting services referenced above in Section 1, the company has no on-going responsibilities for excise tax payments on your behalf.

3. You would like to off-set the $60,000 loan repayment you owe the company against expenses for which the company has not previously reimbursed you. In lieu of a detailed, itemized statement, the company offered to accept $30,000 as payment in full for this outstanding loan. You indicated that you would provide a complete listing of these expenses totaling at least $60,000 as an offset for this loan. Please provide this listing of un-reimbursed expenses to Dave Sonksen by April 30, 2002 or the company will bill you for the $30,000 as repayment of the loan and settlement of any un-reimbursed expenses.

Phil, I believe this letter closes all the outstanding items that resulted from the expiration of the one-year transition period. We look forward to your continued relationship with Microsemi as a member of the Board of Directors and in the consulting role described above. Please give John Holtrust a call if you have any questions or with to discuss the items included in this letter in further detail. If your agree that this letter accurately reflects our discussions, please indicate by signing below and returning a copy to John Holtrust for our files

Respectfully,

JAMES J. PETERSON	JOHN HOLTRUST
James J. Peterson President and CEO CC:  D. Sonksen Understood, Agreed and Accepted: PHILIP FREY, JR. Mr. Philip Frey, Jr. Chairman of the Board	John Holtrust Vice President Human Resources May 13, 2002 Date