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): January 19, 2016
MICROCHIP TECHNOLOGY INCORPORATED
(Exact Name Of Registrant As Specified In Its Charter)
Delaware | 0-21184 | 86-0629024 | ||
(State or other Jurisdiction of Incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
2355 West Chandler Boulevard, Chandler, Arizona 85224-6199
(Address of Principal Executive Offices, Including Zip Code)
(480) 792-7200
(Registrants Telephone Number, Including Area Code)
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 2.02. | Results of Operations and Financial Condition. |
The information pursuant to Item 2.02 in this report on Form 8-K is being furnished as contemplated by General Instruction B(2) to Form 8-K and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
On January 19, 2016, we announced the preliminary results of our operations for the third fiscal quarter ended December 31, 2015. The complete release is attached to this report as Exhibit 99.1.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
Exhibit No. |
Description | |
99.1 | Microchip Technology Announces Preliminary Results for Third Quarter Fiscal 2016. |
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.
Microchip Technology Incorporated | ||||
Dated: January 19, 2016 | ||||
By: | /s/ J. Eric Bjornholt | |||
J. Eric Bjornholt Vice President and Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Microchip Technology Announces Preliminary Results for Third Quarter Fiscal 2016. |
Exhibit 99.1
NEWS RELEASE
INVESTOR RELATIONS CONTACT:
J. Eric Bjornholt CFO |
||||
(480) 792-7804 |
MICROCHIP TECHNOLOGY ANNOUNCES PRELIMINARY RESULTS
FOR THIRD QUARTER FISCAL 2016
Net Sales and EPS above mid-point of guidance.
CHANDLER, Arizona January 19, 2016 (NASDAQ: MCHP) Microchip Technology Incorporated, a leading provider of microcontroller, mixed signal, analog and Flash-IP solutions, today announced preliminary results for its third quarter of fiscal year 2016, as follows:
Microchip Consolidated Guidance Non-GAAP (provided on November 4, 2015) |
Non-GAAP Preliminary Results | |||
Net Sales |
$539.7 million to $563.5 million | about $552 million | ||
Gross Margin |
57.7% to 57.9% | about 57.9% | ||
Operating Expenses |
28.6% to 29.3% | about 28.5% | ||
Operating Income |
28.4% to 29.3% | about 29.4% | ||
Earnings per Diluted Share |
58 cents to 64 cents | 62 to 63 cents |
Microchip also announced today that it has signed a definitive agreement to acquire Atmel Corporation (NASDAQ: ATML) for $8.15 per share consisting of $7.00 per share in cash and $1.15 per share in Microchip common stock.
Microchips core business in the December quarter remained strong amidst the turbulence seen in the macro environment. Our revenue and EPS were both above the midpoint of our guidance provided on November 4, 2015, demonstrating the resilience of our business model, said Steve Sanghi, President and CEO of Microchip.
With our core business and organization in good stead, we are confident as we embark on our acquisition of Atmel Corporation. The Atmel transaction is our most ambitious undertaking and our largest acquisition ever and will create a powerhouse in microcontrollers, analog and the internet of things (IoT), added Mr. Sanghi.
Microchip will host a conference call today, January 19, 2016 at 5:00 p.m. (Eastern Time) to discuss the Atmel acquisition. Microchip will not be discussing its third fiscal quarter 2016 results on this conference call. We will hold our regular quarterly earnings conference call on February 3, 2016 at which time we will more fully discuss our third fiscal quarter 2016 results and have a question and answer session for analysts and investors. You may
- - more - -
Microchip Technology Incorporated 2355 West Chandler Blvd. Chandler, AZ 85224-6199 Main Office 4807927200 FAX 4808999210
Microchip Technology Announces
Preliminary Financial Results
for Third Quarter Fiscal 2016
Page 2
view our presentation material that we will refer to during the Atmel acquisition conference call at Microchips website at www.microchip.com. This call will be simulcast over the Internet at www.microchip.com. The webcast will be available for replay until January 26, 2016.
A telephonic replay of the conference call will be available at approximately 8:00 p.m. (Eastern Time) January 19, 2016 and will remain available until 5:00 p.m. (Eastern Time) on January 26, 2016. Interested parties may listen to the replay by dialing 719-457-0820 and entering access code 219583.
Cautionary Statement:
The statements in this release relating to our preliminary non-GAAP results for net sales, gross margin, operating expenses, operating income and earnings per diluted share for the December 2015 quarter, the resilience of our business model, our core business and organization being in good stead, and the creation of a powerhouse in microcontrollers, analog and IoT are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause our actual results to differ materially, including, but not limited to: any unexpected fluctuations or weakness in the U.S. or global economies (including China); the timing of the closing of the Atmel acquisition, the satisfaction of the conditions to closing in the Atmel acquisition agreement (including obtaining Atmel stockholder approval and regulatory clearances), any termination of the Atmel acquisition agreement, fluctuations in Microchips stock price which would impact the number of shares that Microchip issues in the Atmel transaction; changes in demand or market acceptance of our products and the products of our customers; the mix of inventory we hold and our ability to satisfy short-term orders from our inventory; changes in utilization of our manufacturing capacity and our ability to effectively manage our production levels; our ability to realize the expected benefits of our acquisitions (including our pending acquisition of Atmel); competitive developments; supply of wafers from third party wafer foundries and the cost of such wafers; the costs and outcome of any current or future tax audit or any litigation involving intellectual property, customers, the Atmel transaction or other issues; disruptions in our business or the businesses of our customers or suppliers due to natural disasters (including any floods in Thailand), terrorist activity, armed conflict, war, worldwide oil prices and supply, public health concerns or disruptions in the transportation system; and general economic, industry or political conditions in the United States or internationally. In addition, the preliminary results in this press release are subject to any adjustments that may be made in connection with our quarterly financial accounting closing procedures.
- - more - -
Microchip Technology Announces
Preliminary Financial Results
for Third Quarter Fiscal 2016
Page 3
For a detailed discussion of these and other risk factors, please refer to Microchips filings on Forms 10-K, 10-Q and 8-K. You can obtain copies of Forms 10-K, 10-Q and 8-K and other relevant documents for free at Microchips website (www.microchip.com) or the SECs website (www.sec.gov) or from commercial document retrieval services.
Stockholders of Microchip are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date such statements are made. Microchip does not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after this January 19, 2016 press release, or to reflect the occurrence of unanticipated events.
About Microchip:
Microchip Technology Incorporated is a leading provider of microcontroller, mixed-signal, analog and Flash-IP solutions, providing low-risk product development, lower total system cost and faster time to market for thousands of diverse customer applications worldwide. Headquartered in Chandler, Arizona, Microchip offers outstanding technical support along with dependable delivery and quality. For more information, visit the Microchip website at www.microchip.com.
Note: The Microchip name and logo are registered trademarks of Microchip Technology Inc. in the USA and other countries. All other trademarks mentioned herein are the property of their respective companies.
- - end - -