-----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, DMMNfVuJaU0zklzs+aINu6E4mNnmoQuR1YUhLIg9WAw0KVp2GcgAwJYq//Ensjca kdujM/wqJh7xxrzzV9GJOQ== 0000950123-10-023075.txt : 20100310 0000950123-10-023075.hdr.sgml : 20100310 20100310162906 ACCESSION NUMBER: 0000950123-10-023075 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100304 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20100310 DATE AS OF CHANGE: 20100310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATMEL CORP CENTRAL INDEX KEY: 0000872448 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770051991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19032 FILM NUMBER: 10670886 BUSINESS ADDRESS: STREET 1: 2325 ORCHARD PKWY CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084410311 MAIL ADDRESS: STREET 1: 2325 ORCHARD PKWY CITY: SAN JOSE STATE: CA ZIP: 95131 8-K 1 f55228e8vk.htm FORM 8-K e8vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
March 4, 2010
 
ATMEL CORPORATION
(Exact name of registrant as specified in its charter)
         
Delaware   0-19032   77-0051991
         
(State or other jurisdiction of
incorporation) 		  (Commission File Number)   (IRS Employer
Identification No.)
2325 Orchard Parkway
San Jose, CA 95131
(Address of principal executive offices, including zip code)
(408) 441-0311
(Registrant’s 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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 March 4, 2010, Atmel Rousset S.A.S. (“Atmel SAS”), a wholly-owned subsidiary of Atmel Corporation (“Atmel”) incorporated under the laws of France, entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with LFoundry GmbH, incorporated under the laws of Germany (“LFoundry”), providing for the sale of Atmel’s 200mm silicon wafer fabrication business located in Rousset, France to LFoundry through a sale and transfer of the stock of a French company (“Fabco”) having all the assets and liabilities related to the wafer fabrication business (the “Sale”).
Under the terms of the Stock Purchase Agreement, Atmel SAS will receive nominal cash consideration in the Sale, subject to potential post-closing adjustments based on the assets and liabilities of Fabco at the time of closing. The closing of the Sale is anticipated to occur during the second quarter of 2010, and is subject to certain customary closing conditions for a transaction of this nature. The Stock Purchase Agreement contains representations, warranties and covenants customary for a transaction of this nature, and further provides that Atmel SAS shall indemnify LFoundry, and LFoundry shall indemnify Atmel SAS, against certain losses up to a cap of 500 thousand Euros, subject to certain exceptions.
In connection with the closing of the Stock Purchase Agreement, Atmel SAS and Fabco will enter into certain other ancillary agreements, including a Manufacturing Services Agreement (the “Manufacturing Services Agreement”), pursuant to which Atmel SAS will purchase wafers from LFoundry for a minimum of three (3) years following the closing on a “take-or-pay” basis.
Atmel expects to record certain costs and fees upon closing, and anticipates a loss on this sale, which could be material, the amount of which cannot currently be determined as it is dependant on the final terms and conditions of certain ancillary agreements, including the Manufacturing Services Agreement.

 

 

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.
         
 

Atmel Corporation
 		  
Date: March 10, 2010   By:   /s/ Stephen Cumming    
    Stephen Cumming    
    Vice President Finance and Chief Financial Officer   
 

 

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