-----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, EvtLkiXKMluWCYVBI0W8RZ7BD56NHSA8pa21OaIzBblabIZQ5BxCcrGOsrBpYppT wTPQE6PFzgbxAno60DHb/w== 0001021408-01-506085.txt : 20010830 0001021408-01-506085.hdr.sgml : 20010830 ACCESSION NUMBER: 0001021408-01-506085 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20010731 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20010829 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: 1726120 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 UNITED STATES 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) July 31, 2001 ------------- MICROSEMI CORPORATION (Exact name of Registrant as specified in its charter) Delaware 0-8866 95-2110371 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No) 2381 Morse Avenue, Irvine, California 92614 ---------------------------------------------------- (Address of principal executive offices) (Zip Code) (949) 221-7100 -------------- Registrant's telephone number, including area code Not Applicable -------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS Earliest Event Reported: July 31, 2001. All Exhibits hereto are incorporated herein by this reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS EXHIBIT NO. DESCRIPTION 3.1 Amended and Restated Certificate of Incorporation of Registrant, filed with the Delaware Secretary of State on August 9, 2001. 99.1 News Release issued by the Registrant on July 31, 2001 announcing stockholder approval of the amended and restated certificate of incorporation and announcing the 2 for 1 stock split. 99.2 News Release issued by the Registrant on August 28, 2001 announcing, among other things, August 29, 2001 as the "ex-dividend" date concerning the 2-for-1 stock split. 99.3 News Release issued by the Registrant before opening on August 29, 2001 announcing the "ex-dividend" date ITEM 9. REGULATION FD DISCLOSURE All Exhibits hereto are incorporated herein by this reference. 2 SIGNATURE 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 thereunto duly authorized. MICROSEMI CORPORATION Date: August 29, 2001 By: /s/ David R. Sonksen -------------------- David R. Sonksen Executive Vice President, Chief Financial Officer, Treasurer and Secretary 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 3.1 Amended and Restated Certificate of Incorporation of Registrant, filed with the Delaware Secretary of State on August 9, 2001. 99.1 News Release issued by the Registrant on July 31, 2001 announcing stockholder approval of the amended and restated certificate of incorporation and announcing the 2 for 1 stock split. 99.2 News Release issued by the Registrant on August 28, 2001 announcing, among other things, August 29, 2001 as the "ex- dividend" date concerning the 2-for-1 stock split. 99.3 News Release issued by the Registrant before opening on August 29, 2001 announcing the "ex-dividend" date 4 EX-3.1 3 dex31.txt AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MICROSEMI CORPORATION Microsemi Corporation, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: 1. The name of the Corporation is Microsemi Corporation. The date of filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was September 27, 1960. The Corporation was originally incorporated under the name Microsemiconductor Corporation. 2. This Amended and Restated Certificate of Incorporation restates and integrates and further amends the Certificate of Incorporation of this Corporation including, without limitation, an amendment increasing the number of authorized shares of Common Stock of this Corporation from 20,000,000 to 100,000,000. 3. The text of the Certificate of Incorporation as amended or supplemented heretofore is further amended hereby to read as herein set forth in full: FIRST: The name of the Corporation is MICROSEMI CORPORATION. SECOND: The location of the registered office of the Corporation in the State of Delaware is at 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle. The name and address of its registered agent in charge thereof upon whom process against the Corporation may be served is United States Corporation Company, 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. THIRD: The Purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of stock which the Corporation shall have the authority to issue is one hundred one million (101,000,000) shares, consisting of a class of one million (1,000,000) shares of Preferred Stock of the par value of $1.00 per share, and a class of one hundred million (100,000,000) shares of Common Stock of the par value of $0.20 per share (the Preferred Stock, par value $1.00 per share, being herein referred to as "Preferred Stock"; and the Common Stock, par value $0.20 per share, being herein referred to as "Common Stock"). The Board of Directors is expressly authorized to provide for the issuance of the shares of Preferred Stock in one or more series and, by filing a Certificate pursuant to the applicable law of the State of Delaware, to establish, from time to time the number of shares to be included in each series, and to fix the designations, powers, preferences and relative, participating, optional or other special rights, if any, of the shares of each such series and the qualifications, limitations and restrictions thereof, if any, with respect to each such series of Preferred Stock. -1- FIFTH: The Board of Directors of the Corporation shall have the power to make, alter, and repeal the bylaws of the Corporation subject to the reserved power of the stockholders to make, alter, and repeal bylaws. SIXTH: Section 1. Elimination of Certain Liability of Directors. A director ---------------------------------------------- of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. The limitation of liability provided herein shall continue after a director has ceased to occupy such position as to acts or omissions occurring during such director's term or terms of office. Section 2. (a) Right to Indemnification. Each person who was or is made ------------------------- a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators: provided, however, that, except as provided in paragraph (b) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the Corporation. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition: provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred -2- by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers. (b) Right of Claimant to Bring Suit. If a claim under paragraph -------------------------------- (a) of this Section is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which makes it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. (c) Non-Exclusivity of Rights. The right to the indemnification -------------------------- and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise. (d) Insurance. The Corporation may maintain insurance, at its ---------- expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. -3- SEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation. EIGHTH: Any and all right, title, interest, and claim in or to any dividends declared by the Corporation, whether in cash, stock or otherwise, which are unclaimed by the stockholder entitled thereto for a period of six years after the close of business on the payment date, shall be and be deemed to be extinguished and abandoned; and such unclaimed dividends in the possession of the Corporation, its transfer agents or other agents or depositaries, shall at such time become the absolute property of the Corporation, free and clear of any and all claims of any persons whatsoever. NINTH: There shall be a series of Preferred Stock, par value $1.00 per share, of the Corporation, to be designated "Series A Junior Participating Preferred Stock," initially consisting of 100,000 shares. Section 1. Designation and Amount. The shares of such series shall ----------------------- be designated as "Series A Junior Participating Preferred Stock," par value $1.00 per share, and the number of shares constituting such series shall be 100,000. Section 2. Dividends and Distributions. ---------------------------- (a) Subject to the prior and superior right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of September, December, March and June in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior -4- Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 10,000 times the aggregate per share amount of all cash dividends, and 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. (b) The Corporation shall declare a dividend or distribution on the Series A Junior Participating Preferred Stock as provided in paragraph (a) above immediately after it declares a dividend payable in shares of Common Stock after the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. (c) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Junior Participating Preferred Stock from the Quarterly Dividend Payment Date preceding the date of issue of such shares of Series A Junior Participating Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than thirty (30) days prior to the date fixed for the payment thereof. Section 3. Voting Rights. The holders of shares of Series A Junior -------------- Participating Preferred Stock shall have the following voting rights: (a) Subject to the provision for adjustment hereinafter set forth, each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation. -5- (b) Except as otherwise provided herein or by law, the holders of shares of Series A Junior Participating Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. (c) Except as required by law, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common stock as set forth herein) for taking any corporate action. Section 4. Certain Restrictions. --------------------- (a) The Corporation shall not declare any dividend on, make any distribution on, or redeem or purchase or otherwise acquire for consideration any shares of Common Stock after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock unless concurrently therewith it shall declare a dividend on the Series A Junior Participating Preferred Stock as required by Section 2 hereof. (b) Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior Participating Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Junior Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock; (ii) declare or pay dividends on, make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with Series A Junior Participating Preferred Stock, except dividends paid ratably on the Series A Junior Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Junior Participating Preferred Stock; or -6- (iv) purchase or otherwise acquire for consideration any shares of Series A Junior Participating Preferred Stock, or any shares of stock ranking on a parity with the Series A Junior Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith that such purchase or acquisition will result in fair and equitable treatment among the respective series or classes. (c) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner. Section 5. Reacquired Shares. Any shares of Series A Junior ------------------ Participating Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein. Section 6. Liquidation, Dissolution or Winding Up. --------------------------------------- (a) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) subject to the provisions for adjustment hereinafter set forth, $800,000 per share, provided that in the event the Corporation does not have sufficient assets, after payment of its liabilities and distribution to holders of Preferred Stock ranking prior to the Series A Participating Preferred Stock, available to permit payment in full of the $800,000 per share amount, the amount required to be paid under this Section 6(a)(1) shall, subject to Section 6(b) hereof, equal the value of the amount of available assets divided by the number of outstanding shares of Series A Participating Preferred Stock or (2) 10,000 times the aggregate per share amount to be distributed to the holders of Common Stock (the greater of (1) or (2), the "Series A Liquidation Preference"). In the event the Corporation shall at any time after the close of business on December 22, 2000 (the "Rights Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a -7- smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately after such event. (b) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. Section 7. Consolidation, Merger, etc. In case the Corporation --------------------------- shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed in amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. Section 8. No Redemption. The shares of Series A Junior -------------- Participating Preferred Stock shall not be redeemable. Section 9. Ranking. The Series A Junior Participating Preferred -------- Stock shall rank junior to all other series of the Corporation's Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise. Section 10. Amendment. The Certificate of Incorporation, as amended, ---------- of the Corporation shall not be further amended in any manner which would materially alter or change the powers, preference or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding shares of Series A Junior Participating Preferred Stock, voting separately as a class. Section 11. Fractional Shares. Series A Junior Participating ------------------ Preferred Stock may be issued in fractions that are integral multiples of one one-millionth of one share, which shall entitle the holder, in proportion to such holder's fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Junior Participating Preferred Stock. 4. This Amended and Restated Certificate of Incorporation was duly adopted by written consent of the stockholders in accordance with Section 228 of the General Corporation Law of the -8- State of Delaware and duly proposed and submitted by the Board of Directors of this Corporation and duly adopted by the stockholders in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware. -9- IN WITNESS WHEREOF, said MICROSEMI CORPORATION has caused this certificate to be signed by James J. Peterson, its President, and attested by David R. Sonksen, its Secretary, this 9th day of August, 2001. MICROSEMI CORPORATION By: /s/ James J. Peterson ---------------------------------------------- James J. Peterson, Chief Executive Officer and President ATTEST: By: /s/ David R. Sonksen ----------------------------------------- David R. Sonksen, Executive Vice President, Chief Financial Officer and Secretary -10- EX-99.1 4 dex991.txt NEWS RELEASE ISSUED JULY 31, 2001 EXHIBIT 99.1 Microsemi Announces 2 For 1 Stock Split BusinessWire, Tuesday, July 31, 2001 at 16:45 IRVINE, Calif.--(BUSINESS WIRE)--July 31, 2001-- - -- Shareholders Approve Increase in Authorized Shares - -- 2 For 1 Stock Split Declared Microsemi Corp. (Nasdaq:MSCC) today announced that its stockholders approved the proposed increase in the number of authorized shares of its Common Stock from 20 million to 100 million pursuant to written consents. Based on this approval, the board of directors has declared a 2-for-1 stock split to be effected by a dividend payable in shares of Common Stock. The dividend is payable Aug. 28, 2001 to stockholders of record as of the close of business on Aug. 14, 2001. Stockholders will receive one additional share of Common Stock for every one share held on the record date. As a result of the stock split, Microsemi's outstanding shares of Common Stock would increase from 14,072,286 (including 1,013 treasury shares), to 28,144,572 shares, estimated based upon the currently outstanding shares. About Microsemi Microsemi is a leading designer, manufacturer and marketer of analog, mixed- signal and discrete semiconductors. The company's semiconductors manage and regulate power, protect against transient voltage spikes and transmit, receive and amplify signals. Microsemi products include individual components as well as complete circuit solutions that enhance customer designs by providing battery optimization, reducing size or protecting circuits. Markets the company serves include mobile connectivity, computer/peripherals, telecommunications, medical, industrial/commercial, space/satellite and military. More information may be obtained by contacting the company directly or by visiting its Web site at http://www.microsemi.com. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Any statements set forth in the news release 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 the making of estimates and projections, hiring and retention of qualified technical personnel in a competitive labor market, rapidly changing technology and product obsolescence, 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 and any other factors mentioned elsewhere in this news release, the reader should refer as well to the factors, uncertainties and risks identified in the company's most recent Form 10-K and 1 the final prospectus on Form S-3 filed on June 1, 2000 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. Investor Inquiries: David R. Sonksen, Microsemi Corp., Irvine, Calif. 949/221- 7100. CONTACT: Microsemi Corp., Irvine David R. Sonksen, (Financial), 949/221-7101 or Cliff Silver, (Editorial), 949/221-7100 2 EX-99.2 5 dex992.txt NEWS RELEASE ISSUED AUGUST 28, 2001 Exhibit 99.2 P R E S S R E L E A S E ------------------------- Microsemi Completes Acquisitions; Raises Guidance and Effects 2-for-1 Stock Split as of Close Today Irvine, CA - (BusinessWire) August 28, 2001 - Microsemi Corporation (Nasdaq: MSCC), today announced raising of the median of its revenue guidance, in part as a result of the previously reported closings of the acquisitions of the assets of Compensated Devices Inc. (CDI) and New England Semiconductor Corporation (NES), and the deferred ex-dividend date of tomorrow. Acquisitions - ------------ The acquisitions are believed to strengthen Microsemi's position in the growing military, space and medical markets, but are not the sole reason for the revised expectations. The acquisitions were completed for $11.5 million and $9.1 million for CDI and NES respectively, in cash and notes and assumption of debt and other obligations. CDI had specialized in high reliability space and military qualified diode, rectifier, and Schottky products utilizing a proprietary high temperature glass sealing process. CDI's customers included Lockheed/Martin, Litton, Raytheon, Honeywell, Rockwell and Hughes Aircraft. New England Semiconductor was a manufacturer of aerospace grade bipolar transistors for JAN-S certified, MIL-S- 19500 and ISO9001 qualified products. NES's customers included Hughes Space and Com, Rockwell, Lockheed/Martin, Boeing and Honeywell. Since the acquisitions were completed mid-quarter they are expected to have only a modest impact on revenues and earnings for the fourth quarter and are expected to be more accretive in subsequent quarters. Outlook - ------- Overall demand in our impacted markets seems to be stabilizing, though uncertainty still exists. As we have discussed, we have been refocusing Microsemi's resources on higher margin and higher growth application-specific products. Also as part of our gross margin improvement program we continue to exit lower margin commodity businesses. The impact of this strategy has been to improve our expectations for long term operating results. We believe this to be the best strategy to enhance shareholder value for now, and the future, whenever the overall macroeconomic downturn returns to the robustness of a year ago. As the result of the acquisitions and the above factors, including our goal to improve gross margins irrespective of market conditions, the company is raising the range of its revenue guidance from $57 to $61 million, to $57 to $62 million, and reconfirming the following guidance given in our last earnings conference call: - (more) - Microsemi Completes Acquisitions; Raises Guidance and Effects 2-for-1 Stock Split as of Close Today/2 . Gross Margins are expected to increase by 25 to 75 basis points in the fourth quarter over the third quarter gross margins of 34.1%. . SG&A spending to remain flat with the third quarter. . R&D spending in the fourth quarter is expected to increase by 25 basis points over the third quarter. . The tax rate for the fourth quarter is expected to be 33%. 2-for-1 Stock Split - ------------------- All transferees of record of Microsemi's Common Stock, after August 14, 2001 hold due bills that entitle them to the distribution of a 2-for-1 stock split as of immediately after the markets close on August 28, 2001. Tomorrow will be the deferred ex-dividend date of the 2-for-1 stock split, and Common Stock prices will adjust on account of new due bills ceasing to be written. Before effecting any prior orders on the ex-date, all investors should correct any open orders to correctly reflect the price and quantity of shares after the 2-for-1 stock split and later confirm that their account balances reflect the stock split. Before the opening of the Nasdaq Stock Market on the ex-dividend date, the Company will make a more formal announcement with more details. About Microsemi Microsemi is a leading designer, manufacturer and marketer of analog, mixed- signal and discrete semiconductors. The company's semiconductors manage and regulate power, protect against transient voltage spikes and transmit, receive and amplify signals. Microsemi products include individual components as well as complete circuit solutions that enhance customer designs by providing battery optimization, reducing size or protecting circuits. Markets the company serves include mobile connectivity, computer/peripherals, telecommunications, medical, industrial/commercial, space/satellite and military. More information may be obtained by contacting the company directly or by visiting its web site at http://www.microsemi.com. ------------------------ "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Any statements set forth in the news release 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 the making of estimates and projections, hiring and retention of qualified technical personnel in a competitive labor market, acquiring and integrating new operations or assets, rapidly changing technology and product obsolescence, 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 or expected industry conditions, customer order preferences, and fluctuations in market prices of the company's common stock, difficulties in implementing company strategies, environmental matters, litigation, difficulties protecting proprietary rights, and inventory obsolescence. In addition to these factors and any other factors mentioned elsewhere in this news release, the reader should refer as well to the factors, uncertainties and risks identified in the Company's most recent Form 10-K filed on December 21, 2000, and the final prospectus on Form S-3 filed on June 1, 2000, 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. Investor Inquiries: David R. Sonksen, Microsemi Corporation, Irvine, CA (949) 221-7101. EX-99.3 6 dex993.txt NEWS RELEASE ISSUED AUGUST 29, 2001 Exhibit 99.3 FINANCIAL CONTACT: David R. Sonksen Executive Vice President and Chief Financial Officer Tel: (949) 221-7101 EDITORIAL CONTACT: Cliff Silver Manager, Corporate Communications Tel: (949) 221-7112 Microsemi Announces Further Information Upon Stock Split Irvine, CA - (BusinessWire) August 29, 2001 - Microsemi Corporation (Nasdaq: MSCC), has today before the opening of trading released a compilation of information and historical background, including substantially all of the text of a letter addressed to its stockholders of record or any beneficial owners who may have any indirect interest in Microsemi Common Stock, concerning the effectiveness of the 2 for 1 stock split. As you know, Microsemi Corporation has enjoyed many successes, including stock appreciation, in 2000/2001. To allow shareholders to better share in this success, the Board of Directors has declared a 2-for-1 stock split effected by a stock dividend. The Board of Directors believes that this should ultimately have a positive impact on the attractiveness of the Common Stock to institutional investors and advisors. Because this stock split is effected by way of a stock dividend, DO NOT DESTROY OLD CERTIFICATES and DO NOT SEND THEM IN FOR EXCHANGE. The stock dividend is payable on August 28, 2001 to all stockholders of record as of August 14, 2001 and their assigns who hold due bills written only on or before August 28, 2001. The address of the Registrant's transfer agent is Mellon Investor Services, 85 Challenger Road, Ridgefield Park, New Jersey 07660 (Toll Free: 800-522-6645). Thank you for your continued support and confidence in the company. The company is committed to working hard on your behalf and look forward to your continued support. History The holders of a majority of the outstanding common stock had given, as of July 31, 2001, their written consent to an increase from 20,000,000 to 100,000,000 in the authorized Common Stock of the Registrant, and the Board of Directors announced on July 31, 2001 that such written consent had been obtained. The Board of Directors had authorized that such dividend be declared, a dividend payable in shares of common stock, if and when the stockholders shall have consented in writing to such increase in the authorized Common Stock. As declared and announced on July 31, 2001, the Board of Directors approved a two-for-one stock split of the Registrant's issued and outstanding Common Stock effected by way of a common stock dividend payable to the holders of its common stock as of the close of business on August 14, 2001 (the "Record Date"), at which time there were 14,118,738 shares of Common Stock issued and outstanding or held in treasury. The additional stock certificates issuable as a result of the dividend will be mailed on or about August 28, 2001. The opening of trading today, on August 29, 2001 will be the deferred "ex-dividend" date at which time this 2-for-1 stock split will be reflected in the quoted price per share of Common Stock. Those due bills will be redeemed by the company's transfer agent beginning on August 31, 2001 in exchange for certificates representing an additional 14,118,738 shares of Common Stock distributed to effect our 2-for-1 stock split. Since the Record Date, under the auspices of the Nasdaq Stock Market and with our Board of Directors' approval, all Common Stock that has been transferred has included the full value of the outstanding shares plus a "due bill" representing the right to receive the equal number of shares in the stock dividend distribution. As a result of all such assignments by means these instruments known as the "due bill" to the purchasers of Common Stock, the dividend distribution will become due to the holders of the due bills. All sellers of Common Stock before August 29, 2001 who held the Stock on the Record Date thereby should receive full value, including the value of the dividend distribution, and give full value, including the due bills. Holders of record at the closing on August 14, 2001 and the holders of due bills written on all transfers up to and including August 28, 2001, receive a new stock certificate (the "new" certificate), representing the additional shares of Common Stock to which you would be entitled as a record or beneficial owner, as the case may be, as a result of the stock split. The certificates that any record owner has held (the "old" certificates) remain valid and continue to represent the same number of shares. One's total stock holdings in the Company would be now the total of the "old" and the "new" certificates taken together. While the number of shares of Common Stock one may own are now effectively doubled as a result of the stock split, one's proportionate equity interest in the Company and its aggregate inherent value is unchanged. The Company is advised by its counsel that under the provisions of the Internal Revenue Code, the stock split will not result in any gain or loss for federal income tax purposes to holders of the Company's Common Stock. The tax basis of each share of the Company's stock held immediately after the stock split will be equal to 50% of the tax basis of each share held immediately prior to the stock split. The Company is further advised that the shares of Common Stock issued upon the dividend distribution are validly issued, fully paid and non- assessable. Interested persons should contact Registrant's transfer agent whose name, address and toll-free phone number are: Mellon Investor Services, 85 Challenger Road, Ridgefield Park, New Jersey 07660 (Toll Free: 800-522-6645). About Microsemi Microsemi is a leading designer, manufacturer and marketer of analog, mixed- signal and discrete semiconductors. The company's semiconductors manage and regulate power, protect against transient voltage spikes and transmit, receive and amplify signals. Microsemi products include individual components as well as complete circuit solutions that enhance customer designs by providing battery optimization, reducing size or protecting circuits. Markets the company serves include mobile connectivity, computer/peripherals, telecommunications, medical, industrial/commercial, space/satellite and military. More information may be obtained by contacting the company directly or by visiting its web site at http://www.microsemi.com. ------------------------ "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Any statements set forth in the news release 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 the making of estimates and projections, hiring and retention of qualified technical personnel in a competitive labor market, acquiring and integrating new operations or assets, rapidly changing technology and product obsolescence, 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 or expected industry conditions, customer order preferences, and fluctuations in market prices of the company's common stock, difficulties in implementing company strategies, environmental matters, litigation, difficulties protecting proprietary rights, and inventory obsolescence. In addition to these factors and any other factors mentioned elsewhere in this news release, the reader should refer as well to the factors, uncertainties and risks identified in the Company's most recent Form 10-K filed on December 21, 2000, and the final prospectus on Form S-3 filed on June 1, 2000, 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. Investor Inquiries: David R. Sonksen, Microsemi Corporation, Irvine, CA (949) 221-7101. -----END PRIVACY-ENHANCED MESSAGE-----