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
August 31, 2011
Date of report (Date of earliest event reported)
Integrated Device Technology, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-12695 | 94-2669985 | ||
| (State of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
6024 Silver Creek Valley Road, San Jose, California 95138
(Address of principal executive offices) (Zip Code)
(408) 284-8200
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 31, 2011, Integrated Device Technology, Inc., a Delaware corporation (“IDT Parent”), IDT Canada Inc., a Canadian corporation (together with IDT Parent, “IDT”), QUALCOMM Incorporated, a Delaware corporation (“QUALCOMM Parent”), and QUALCOMM Canada, Inc., a Canadian corporation (together with QUALCOMM Parent, “QUALCOMM”), entered into an Asset Purchase Agreement (the “Agreement”), pursuant to which QUALCOMM agreed to acquire certain assets (the “Video Processing Assets”) related to IDT’s Hollywood Quality Video™ and Frame Rate Conversion Video Processing product lines (the “Business”). Upon the terms and subject to the conditions of the Agreement, as consideration for the Video Processing Assets, QUALCOMM will (i) pay to IDT $60 million, subject to adjustment, on the closing date and (ii) assume specified liabilities related to the Video Processing Assets.
The Agreement includes customary representations, warranties and covenants of IDT and QUALCOMM. IDT has agreed to operate its business relating to the Video Processing Assets in the ordinary course until the closing and has agreed not to solicit proposals or enter into discussions with third parties regarding the sale of IDT’s Video Processing Assets. IDT has agreed not to compete with the Business or solicit or hire certain employees of QUALCOMM for a period of three years following the closing.
Consummation of the transaction is subject to the satisfaction of customary closing conditions, including, among other matters, (i) execution and delivery of specified ancillary agreements, (ii) accuracy of the representations and warranties and compliance with the covenants set forth in the Agreement, each in all material respects, (iii) absence of any material adverse change with respect to the Business and the Video Processing Assets, and (iv) receipt of consents, executed agreements or written assurances from certain of IDT’s contractual counterparties. Either party may terminate the Agreement, subject to certain exceptions, in the event of an uncured material breach by the other party, or if the closing has not occurred by a specified date.
The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which will be filed with IDT Parent’s next quarterly report on Form 10-Q.
| Item 8.01 | Other Events |
On September 7, 2011, IDT and QUALCOMM issued a joint press release announcing the signing of the Agreement. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release dated as of September 7, 2011. | |
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 hereunto duly authorized.
| Dated: September 7, 2011 | ||||
| INTEGRATED DEVICE TECHNOLOGY, INC. | ||||
| By: | /s/ RICHARD D. CROWLEY, JR. | |||
| Richard D. Crowley, Jr. | ||||
| Vice President, Chief Financial Officer | ||||
| (duly authorized officer) | ||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated as of September 7, 2011. | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Qualcomm Contacts:
Tina Asmar, Corporate Communications
Phone: 1-858-845-5959
Email: corpcomm@qualcomm.com
Warren Kneeshaw, Investor Relations
Phone: 1-858-658-4813
Email: ir@qualcomm.com
IDT Contacts:
Graham Robertson, Corporate Marketing
Phone: 1-408-284-2644
Email: graham.robertson@idt.com
Mike Knapp, Investor Relations
Phone: 1-408-284-6515
Email: mike.knapp@idt.com
Qualcomm to Acquire HQV and FRC Video Processing Assets from IDT
SAN DIEGO and SAN JOSE, California — September 7, 2011 — Integrated Device Technology, Inc. (IDT®; NASDAQ: IDTI) and Qualcomm Incorporated (NASDAQ: QCOM) today announced the signing of a definitive agreement to transfer the design team of IDT’s Hollywood Quality Video™ (HQV™) and Frame Rate Conversion (FRC) Video Processing product lines and certain related assets to Qualcomm. In addition, under the terms of the agreement, both companies will explore opportunities to include IDT’s broad portfolio of mixed-signal products into Qualcomm reference designs. The all-cash transaction has received appropriate corporate approvals and is anticipated to close in the coming weeks, subject to the completion of certain closing conditions.
“This transaction enables IDT to intensify our focus on our core timing, interface and analog-intensive mixed-signal solutions for growing applications in cloud computing, wireless infrastructure and consumer mobility. In addition, it enables a new working relationship with Qualcomm,” said Dr. Ted Tewksbury, president and chief executive officer at Integrated Device Technology. “Working with Qualcomm gives us the opportunity to expand our business in next-generation smart media devices, and puts us in a stronger position to solve complex system-level problems by offering our customers tighter integration and increased performance.”
“Hollywood Quality Video is a well-recognized, award-winning technology that provides Qualcomm with a leadership position in the video processing space,” said Steve Mollenkopf, executive vice president and group president, Qualcomm. “Media consumption continues to cross device boundaries and create growing expectations for high-quality viewing experiences. When combined with Qualcomm’s high-performance Snapdragon processor, integrated HQV technology will raise the quality bar for media consumption on smartphones, tablets and other smart media devices. We look forward to working with IDT in the future.”
About IDT
Integrated Device Technology, Inc., the Analog and Digital Company™, develops system-level solutions that optimize its customers’ applications. IDT uses its market leadership in timing, serial switching and interfaces, and adds analog and system expertise to provide complete application-optimized, mixed-signal solutions for the communications, computing and consumer segments. Headquartered in San Jose, Calif., IDT has design, manufacturing and sales facilities throughout the world. IDT stock is traded on the NASDAQ Global Select Stock Market® under the symbol “IDTI.” Additional information about IDT is accessible at www.IDT.com. Follow IDT on Facebook, LinkedIn, Twitter, and YouTube.
About Qualcomm
Qualcomm Incorporated (NASDAQ: QCOM) is the world leader in 3G and next-generation mobile technologies. For more than 25 years, Qualcomm ideas and inventions have driven the evolution of wireless communications, connecting people more closely to information, entertainment and each other. Today, Qualcomm technologies are powering the convergence of mobile communications and consumer electronics, making wireless devices and services more personal, affordable and accessible to people everywhere. For more information, visit Qualcomm around the Web:
www.qualcomm.com
Corporate Blog: www.qualcomm.com/blog
Twitter: www.twitter.com/qualcomm
Facebook: www.facebook.com/qualcomm
Except for the historical information contained herein, this news release contains forward-looking statements that are subject to risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of Qualcomm could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including the expected benefits and costs of the transaction; management plans relating to the transaction; any statements of the plans, strategies and objectives of management for future operations, including the execution of technology integration plans; any statements of expectation or belief; and any statements of assumptions
underlying any of the foregoing. Risks, uncertainties and assumptions include the possibility that the transaction does not close within the expected time frame or at all; the possibility that the expected benefits may not materialize as expected; the possibility that Qualcomm is unable to successfully implement technology integration strategies; and other risks detailed from time to time in the Company’s SEC reports, including the report on Form 10-K for the year ended September 26, 2010, and most recent Form 10-Q. Qualcomm undertakes no obligation to update, or continue to provide information with respect to, any forward-looking statement or risk factor, whether as a result of new information, future events or otherwise.
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Qualcomm is a registered trademark of Qualcomm Incorporated. IDT and the IDT logo are trademarks or registered trademarks of Integrated Device Technology, Inc. All other brands, product names and marks are or may be trademarks or registered trademarks used to identify products or services of their respective owners.