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 22, 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 22, 1998,
          announcing (i) the special meeting of the Registrant's stockholders
          scheduled to be held on June 29, 1998, at 10:00 a.m. local time, at
          the offices of Winstead Sechrest & Minick P.C., 5400 Renaissance
          Tower, 1201 Elm Street, Dallas, Texas will be convened at such time
          and place and will be immediately adjourned and (ii) that the
          Registrant has entered into discussions with Unitrode Corporation
          regarding the possibility of amending the terms of the pending merger
          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 22, 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 22, 1998                 BY:    /s/  Alan R. Schuele
                                         ---------------------------------------
                                           Alan R. Schuele
                                           President and Chief Executive Officer

                                      -3-

EX-99.1

 
                                                                    Exhibit 99.1


BENCHMARQ Reports Status of Special Stockholders Meeting

DALLAS--(BUSINESS WIRE)--June 22, 1998--BENCHMARQ Microelectronics, Inc.,
(Nasdaq:BMRQ - news) a Dallas, Texas-based provider of integrated circuits (ICs)
and electronic modules for portable and power-sensitive electronic systems,
announced today that, to comply with regulatory requirements regarding the
solicitation of proxies, the special meeting of stockholders of BENCHMARQ
scheduled to be held on June 29, 1998, at 10:00 a.m. local time, at the offices
of Winstead Sechrest & Minick P.C., 5400 Renaissance Tower, 1201 Elm Street,
Dallas, Texas, will be convened at such time and place and will be immediately
adjourned.

The time and place of the adjourned meeting has not yet been determined. The
special meeting has been called to consider and vote upon a proposal to approve
the Agreement and Plan of Merger with Unitrode Corporation (NYSE:UTR - news) and
the related merger. On June 15, 1998, the Company announced that it had been
informed by Unitrode that the Board of Directors of Unitrode intended to
withdraw its support for the pending merger as proposed.

The Company also announced that it has entered into discussions with Unitrode
regarding the possibility of amending the terms of the pending merger. No
agreement has been reached as to whether or not to amend the terms of the
pending merger and there can be no assurances that the Company and Unitrode will
reach an agreement with respect to any amendment to the pending merger.

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 world wide through a network of distributors and independent
manufacturers' representatives.

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 and (xvi) continued softness in the semiconductor industry.
Statements contained herein are made as of the date hereof and the Company
assumes no responsibility for updating such information.

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
- ------------------------------------------------------------------------
Contact:

     BENCHMARQ Microelectronics, Inc., Dallas
     Patricia H. Smith, 972/437-9195 x1011 or 800/966-0011
     Fax:  972/437-0581
     E-mail: Patty_Smith@benchmarq.com
     Internet: http://www.benchmarq.com