-----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, FGxlmndVPFtCfzQqLo0ppAVOGby7HvS5+m5oqunPtyOyor0OP1TtuJTGKhEUmk8X VzcVQ/WKw65CVCVyurXGZg== 0000930661-98-001359.txt : 19980616 0000930661-98-001359.hdr.sgml : 19980616 ACCESSION NUMBER: 0000930661-98-001359 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980615 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980615 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BENCHMARQ MICROELECTRONICS INC CENTRAL INDEX KEY: 0000872918 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 742532442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27232 FILM NUMBER: 98648280 BUSINESS ADDRESS: STREET 1: 17919 WATERVIEW PKWY CITY: DALLAS STATE: TX ZIP: 75252 BUSINESS PHONE: 2144379195 MAIL ADDRESS: STREET 1: 17919 WATERVIEW PARKWAY CITY: DALLAS STATE: TX ZIP: 75252 8-K 1 FORM 8-K ================================================================================ 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): JUNE 15, 1998 -------------------- BENCHMARQ MICROELECTRONICS, INC. (Exact name of registrant as specified in charter) DELAWARE 0-27232 74-2532442 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 17919 WATERVIEW PARKWAY DALLAS, TEXAS 75252 (Address of Principal Executive Offices) (Zip Code) (972) 437-9195 (Registrant's telephone number, including area code) NO CHANGE (Former Name or Former Address, if Changed Since Last Report) ================================================================================ ITEM 5. OTHER EVENTS A copy of the Registrant's press release, dated June 15, 1998, announcing (i) the withdrawal by the Board of Directors of Unitrode Corporation ("Unitrode") of its recommendation that Unitrode shareholders approve the issuance of shares of Unitrode common stock pursuant to the Agreement and Plan of Merger entered into between Unitrode and the Registrant as of March 2, 1998 and (ii) a decline in second quarter revenue due to continuing effects of the Asian economic crisis and other market conditions is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. Not applicable. (b) PRO FORMA FINANCIAL INFORMATION. Not applicable. (c) EXHIBITS 99.1 Press release, dated June 15, 1998. -2- 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. BENCHMARQ MICROELECTRONICS, INC. DATE: June 15, 1998 BY:/s/ Alan R. Schuele ------------------------------------- Alan R. Schuele President and Chief Executive Officer -3- EX-99.1 2 PRESS RELEASE DATED 06/15/1998 EXHIBIT 99.1 BENCHMARQ Reports Withdrawal of Merger Recommendation by the Unitrode Board of Directors and Expects Lower Second Quarter Revenue Due to Slowed Demand in Asia (Dallas, Texas June 15, 1998)---BENCHMARQ Microelectronics, Inc., [NASDAQ: BMRQ] a Dallas, Texas-based provider of integrated circuits (ICs) and electronic modules for portable and power-sensitive electronic systems, announced today that it expects a sequential decline in net revenues during its June quarter due to continuing effects of the Asian economic crisis and other market conditions. BENCHMARQ has been informed by Unitrode Corporation [NYSE: UTR] that the Board of Directors of Unitrode has withdrawn its recommendation that Unitrode shareholders approve the issuance of shares of Unitrode common stock pursuant to the Agreement and Plan of Merger entered into with BENCHMARQ Microelectronics, Inc., as of March 2, 1998. The Company also announced that it expects a 10 to 15 % sequential decline in net revenues during its June quarter. Previously, the Company reported that its backlog had decreased and that it would be much more dependent on turns business (orders that are received and shipped in the same quarter). Softer than anticipated market conditions, largely from the erosion of the Asian market and affecting primarily the company's battery management product line, indicate that turns orders will be less than previously expected. Al Schuele, President and Chief Executive Officer of the company, commenting on the market conditions, said, "The conditions which affected our first quarter results have worsened in the second quarter. These factors, along with overall softness in our industry, may continue and consequently, our near-term outlook is cautious. However, our new products are being well received and design-in activity continues to be strong. Based on the strength of design activity, we are optimistic that our results will improve as market conditions improve." Income from operations for the quarter, before certain non-recurring pre-tax charges consisting primarily of merger-related expense items and other legal expenses, is expected to decline sequentially and be between $.05 and $.09 per share due to revenue and margin declines. Margin declines are attributed mainly to the combined effects of price pressure, in large part due to the Asian currency devaluation and continued softness in the semiconductor industry, inventory reserves and reduced factory utilization. With the addition of the non-recurring expenses, consisting primarily of merger and other legal costs, the Company expects to report a small loss for the quarter. If the pending merger is not approved, BENCHMARQ may incur additional pre-tax charges to size the business to the reduced level of demand. BENCHMARQ provides mixed-signal ICs and modules for portable applications and applications sensitive to the loss of system power. Product lines include battery management ICs and modules, real-time clock ICs and modules, nonvolatile controller ICs and modules, and nonvolatile memory devices. BENCHMARQ markets its products worldwide through a network of distributors and independent manufacturers' representatives. Page 1 The statements contained in this press release relating to revenues, product demand, market conditions, income, merger-related expenses and opportunities, margins, design activity, profits and other opportunities constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and various factors may impact upon such statements, including, without limitation, (i) certain of the risks detailed from time-to- time in the Company's filings with the SEC, including, without limitation, its: prospectus, dated December 1, 1995, as supplemented on December 21, 1995; Annual Report on Form 10-K for the fiscal year ended December 31, 1997; and Quarterly Report on Form 10-Q for the three-month period ended March 31, 1998; (ii) inability of the Company to satisfy its production/delivery obligations due to disruption of production, (iii) inability to obtain raw materials, (iv) cancellation of orders by customers, (v) changes in the credit worthiness of customers, (vi) political and/or economic disruption in the markets for the Company's products, (vii) changes in demand for the Company's products, (viii) changes in pricing for the Company's products, (ix) obsolescence of the Company's products, (x) expenses related to legal disputes and adverse legal rulings in such disputes, (xi) inability of the Company to timely complete the development of certain of its products, (xii) inability of the Company to manage its effective income tax rate, (xiii) inability to realize the anticipated benefits of the proposed merger, (xiv) disruption of the Company's business resulting from the proposed merger, (xv) failure of the proposed merger with Unitrode to be consummated, (xvi) continued softness in the semiconductor industry, and (xvii) inability of the Company to utilize or renegotiate its option wafers under its wafer supply arrangements. Statements contained herein are made as of the date hereof and the Company assumes no responsibility for updating such information. Page 2 Please refer all financial inquiries to: Investor Relations Shelton Communications Group Three Lincoln Centre 5430 LBJ Freeway, Suite 280 Dallas, TX 75240 Tel: 972 239 5119 Fax: 972 239 2292 Patricia H. Smith Patty_Smith@benchmarq.com Corporate Communications Manager BENCHMARQ-The brains behind the battery BENCHMARQ Microelectronics, Inc. Web page at http://www.benchmarq.com 17919 Waterview Parkway Tel: 972/437-9195 x1011 or 800/966-0011 Dallas, TX 75252 U.S.A. Fax: 972/437-0581 Page 3 -----END PRIVACY-ENHANCED MESSAGE-----