8-K 1 d84624e8-k.txt FORM 8-K 1 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): FEBRUARY 27, 2001 DALLAS SEMICONDUCTOR CORPORATION -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-10464 75-1935715 -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission File (IRS Employer incorporation) Number) Identification No.) 4401 SOUTH BELTWOOD PARKWAY, DALLAS, TEXAS 75244 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 972) 371-4000 ------------- (NOT APPLICABLE) -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2 ITEM 5. OTHER EVENTS On January 28, 2001, Maxim Integrated Products, Inc., a Delaware corporation ("Maxim"), MI Acquisition, Inc., a Delaware corporation ("Merger Sub"), and Dallas Semiconductor Corporation, a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will, subject to the terms and conditions of the Merger Agreement, merge with and into the Company (the "Merger"), with the Company becoming a wholly-owned subsidiary of Maxim. The Merger Agreement is incorporated herein by reference. Attached as Exhibit 99.1 are illustrative examples of the exchange ratio, based upon certain assumptions. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 2.1+ Agreement and Plan of Merger, dated as of January 28, 2001, by and among Maxim Integrated Products, Inc., MI Acquisition Sub, Inc. and Dallas Semiconductor Corporation. 99.1* Exchange Ratio Table. ---------- * filed herewith + filed as Exhibit 2.1 to the Company's Report on Form 8-K, filed on January 29, 2001, which exhibit is hereby incorporated by reference. 2 3 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. Dated: February 27, 2001 DALLAS SEMICONDUCTOR CORPORATION By: /s/ Marla K. Suggs -------------------------------------- Name: Marla K. Suggs Title: Secretary 3 4 INDEX TO EXHIBITS
Exhibit Number Description ------- ----------- 2.1+ Agreement and Plan of Merger, dated as of January 28, 2001, by and among Maxim Integrated Products, Inc., MI Acquisition Sub, Inc. and Dallas Semiconductor Corporation. 99.1* Exchange Ratio Table.
---------- * filed herewith + filed as Exhibit 2.1 to the Company's Report on Form 8-K, filed January 29, 2001, which exhibit is hereby incorporated by reference.