-----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, Mpv3JDXjKxen8aW4XfDNA31fAsfN8dzkDZqLMwo7I8ioW3uUYmU6/2/mtarSAFq5 mR4gB1CZtzxa14NlQQdTlA== 0001047469-99-013436.txt : 19990405 0001047469-99-013436.hdr.sgml : 19990405 ACCESSION NUMBER: 0001047469-99-013436 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990402 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VLSI TECHNOLOGY INC CENTRAL INDEX KEY: 0000704386 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942597282 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: SEC FILE NUMBER: 005-34648 FILM NUMBER: 99586598 BUSINESS ADDRESS: STREET 1: 1109 MCKAY DRIVE STREET 2: M-STOP 19 CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084343000 MAIL ADDRESS: STREET 1: 1109 MCKAY DRIVE-MAILSTOP 19 STREET 2: DOUG RUSCH CITY: SAN JOSE STATE: CA ZIP: 95131- FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VLSI TECHNOLOGY INC CENTRAL INDEX KEY: 0000704386 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942597282 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 1109 MCKAY DRIVE STREET 2: M-STOP 19 CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084343000 MAIL ADDRESS: STREET 1: 1109 MCKAY DRIVE-MAILSTOP 19 STREET 2: DOUG RUSCH CITY: SAN JOSE STATE: CA ZIP: 95131- SC 14D9/A 1 SC 14D9/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-9 (AMENDMENT NO. 5) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ VLSI TECHNOLOGY, INC. (Name Of Subject Company) VLSI TECHNOLOGY, INC. (Name Of Person(s) Filing Statement) ------------------------ COMMON STOCK, PAR VALUE $.01 PER SHARE (Title Of Class Of Securities) 918270109 (Cusip Number Of Class Of Securities) ------------------------ ALFRED J. STEIN CHIEF EXECUTIVE OFFICER VLSI TECHNOLOGY, INC. 1109 MCKAY DRIVE SAN JOSE, CALIFORNIA 95131 (408) 434-3100 (Name, Address And Telephone Number Of Person Authorized To Receive Notice And Communications On Behalf Of Person(s) Filing Statement) ------------------------ COPIES TO: CHRISTOPHER L. KAUFMAN LATHAM & WATKINS 135 COMMONWEALTH DRIVE MENLO PARK, CALIFORNIA 94025 (650) 328-4600 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 5 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission (the "Commission") on March 18, 1999 (as subsequently amended, the "Schedule 14D-9"), by VLSI Technology, Inc., a Delaware corporation ("VLSI"), relating to the cash tender offer by Koninklijke Philips Electronics N.V., a company organized under the laws of The Netherlands ("Philips"), and KPE Acquisition Inc. ("KPE"), a Delaware corporation and an indirect wholly owned subsidiary of Philips, to purchase all outstanding shares of Common Stock, par value $.01 per share (the "Common Stock"), of VLSI including the associated preferred stock purchase rights (the "Rights" and, together with the Common Stock, the "Shares") issued pursuant to the Common Share Rights Agreement, dated as of November 7, 1989, as amended on August 12, 1992, as amended and restated on August 24, 1992 and as further amended and restated as of March 7, 1999, all as set forth in the Second Amended and Restated Rights Agreement (the "Second Amended and Restated Rights Agreement"), between VLSI and BankBoston, N.A. (formerly The First National Bank of Boston), as Rights Agent, at a price of $17.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in KPE's Offer to Purchase dated March 5, 1999 and the related Letter of Transmittal (which together constitute the "Philips Offer"). The Philips Offer is disclosed in a Tender Offer Statement on Schedule 14D-1, dated March 5, 1999 (as subsequently amended, the "Schedule 14D-1"), as filed with the Commission. Unless otherwise indicated, all capitalized terms used but not defined shall have the meanings ascribed to them in the Schedule 14D-9. ITEM 4. THE SOLICITATION OR RECOMMENDATION. The response to Item 4 is hereby amended and supplemented by adding the following: On April 2, 1999, Philips announced that the expiration of the Philips Offer had been extended to 12:00 midnight, New York City time on April 16, 1999. On April 2, 1999, VLSI issued a press release relating to Philips' announcement. A copy of this press release is included as Exhibit 30 hereto and is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. The response to Item 9 is hereby amended by the addition of the following new exhibit: 30. Press Release of VLSI dated April 2, 1999. 1 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: April 2, 1999 VLSI TECHNOLOGY, INC. By: /s/ Alfred J. Stein ---------------------------------------- Name: Alfred J. Stein Title: Chairman of the Board and Chief Executive Officer
2 EX-99.30 2 EXHIBIT 30 Exhibit 30 VLSI BOARD CONTINUES TO RECOMMEND THAT STOCKHOLDERS NOT TENDER THEIR SHARES TO PHILIPS SAN JOSE, CA, APRIL 2, 1999 -- VLSI Technology, Inc. (Nasdaq: VLSI) today announced that the VLSI Board of Directors continues to recommend that VLSI stockholders not tender their shares to Royal Philips Electronics in the unsolicited cash tender offer extended earlier today by Philips. Earlier today, Philips reported that it has extended its tender offer for all of the outstanding shares of VLSI at $17.00 per share to 12:00 midnight, New York City time on Friday, April 16, 1999. Philips' offer was scheduled to expire at 12:00 midnight, New York City time, on Thursday, April 1, 1999. VLSI Technology, Inc. designs and manufactures custom and semi-custom integrated circuits for leading firms in the wireless communications, networking, consumer digital entertainment and advanced computing markets. The company is based in San Jose, Calif. with 1998 revenues from continuing operations of $547.8 million, and approximately 2,200 employees worldwide. Information related to VLSI Technology is available at VLSI's homepage, www.vlsi.com. -----END PRIVACY-ENHANCED MESSAGE-----