-----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, ODz16C4CAULLLwLBeslbxr8eDHFKlORCmCCTQZWegUWHfF2x4y68wFaNQsgTuMq6 vBsQ9NlTtkb2DkbVY8yRCg== 0000950172-98-000639.txt : 19980701 0000950172-98-000639.hdr.sgml : 19980701 ACCESSION NUMBER: 0000950172-98-000639 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980630 SROS: NONE SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47703 FILM NUMBER: 98657841 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNITRODE CORP CENTRAL INDEX KEY: 0000101911 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 042271188 STATE OF INCORPORATION: MD FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7 CONTINENTAL BLVD CITY: MERRIMACK STATE: NH ZIP: 03054 BUSINESS PHONE: 6034242410 MAIL ADDRESS: STREET 1: 7 CONTINENTAL BLVD CITY: MERRIMACK STATE: NH ZIP: 03054 SC 13D/A 1 SCHEDULE 13D - AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 BENCHMARQ MICROELECTRONICS, INC. -------------------------------- (Name of Issuer) Common Stock, par value $.001 per share --------------------------------------- (Title of Class of Securities) 00 00816031 ------------------------------------- (CUSIP Number of Class of Securities) Allan R. Campbell, Esq. Unitrode Corporation 7 Continental Boulevard Merrimack, New Hampshire 03054 (603)424-2410 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Margaret A. Brown, Esq. Skadden, Arps, Slate, Meagher & Flom, LLP One Beacon St., 31st Floor Boston, MA 02108-3194 (617) 573-4800 June 23, 1998 ----------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Statement because of Rule 13d-1(b)(3) or (4), check the following: ( ) Check the following box if a fee is being paid with this Statement: ( ) CUSIP No. 13D 0000816031 --------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS UNITRODE CORPORATION 042271186 --------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) --------------------------------------------------------------------------- (3) SEC USE ONLY --------------------------------------------------------------------------- (4) SOURCE OF FUNDS* WC/00 --------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) --------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION MARYLAND --------------------------------------------------------------------------- : (7) SOLE VOTING POWER : : 955,158(1) :-------------------------------------------- NUMBER OF SHARES : (8) SHARED VOTING POWER BENEFICIALLY OWNED BY : EACH REPORTING PERSON WITH : 1,460,609(2) :-------------------------------------------- : (9) SOLE DISPOSITIVE POWER : : 955,158(1) :-------------------------------------------- : (10) SHARED DISPOSITIVE POWER : : 1,460,609(2) --------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,415,767(1 AND 2) --------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( ) N/A --------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 APPROXIMATELY 29.9%(3) --------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON* CO --------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! (1) 955,158 of the shares of Issuer common stock covered by this report are purchasable by the Reporting Person upon exercise of an option originally granted to the Reporting Person as of March 2, 1998, and described in Item 4 of this report. Prior to the exercise of the option, the Reporting Person is not entitled to any rights as a stockholder of Issuer as to the shares covered by the option. The option may only be exercised upon the happening of certain events referred to in Item 4, none of which has occurred as of the date hereof. The Reporting Person expressly disclaims beneficial ownership of any of the shares of common stock of Issuer which are purchasable by the Reporting Person upon exercise of the option until such time as the Reporting Person purchases any such shares upon any such exercise. The number of shares indicated represents 13.4% of the total outstanding shares of common stock of Issuer as of March 2, 1998, excluding shares issuable upon exercise of the option. (2) 1,460,609 of the shares of the Issuer common stock covered by this report are subject to a Voting Agreement entered into by certain stockholders of the Issuer with the Reporting Person pursuant to which such stockholders have agreed to vote all of the shares beneficially owned by such stockholders in favor of certain matters, including without limitation the proposed merger of Merrimack Corporation, a wholly owned subsidiary of the Reporting Person, with and into the Issuer, and against, among other things, any action or agreement that could reasonably be executed to result, directly or indirectly, in a breach in any material respect of any covenant, representation or warranty or any obligation of the Issuer under the Agreement and Plan of Merger dated as of March 2, 1998, as amended on June 23, 1998, between the Issuer, Merrimack Corporation and the Reporting Person described in Item 3 hereof. The Reporting Person expressly disclaims beneficial ownership of any of the shares of Issuer common stock covered by the Voting Agreement. The number of shares indicated represents approximately 20.6% of the outstanding shares of common stock of the Issuer as of March 2, 1998, excluding the shares issuable upon exercise of the Option (as described above). (3) After giving effect to the exercise of the option as described herein. This Amendment No. 1 to Schedule 13D restates in its entirety the Schedule 13D dated March 2, 1998 previously filed by Unitrode Corporation. ITEM 1. Security and Issuer. This statement on Schedule 13D (the "Schedule 13D") relates to the common stock, par value $.001 per share (the "Shares" or the "Issuer Common Stock"), of BENCHMARQ Microelectronics, Inc., a Delaware corporation (the "Issuer"). The principal executive office of the Issuer is located at 17919 Waterview Parkway, Dallas, Texas 75252. The information set forth in the Exhibits hereto is hereby expressly incorporated herein by reference and the responses to each item of this Schedule 13D are qualified in their entirety by the provisions of such Exhibits. ITEM 2. IDENTITY AND BACKGROUND. (a)-(c) This Schedule 13D is filed by Unitrode Corporation, a Maryland corporation (the "Reporting Person"). The business address of the Reporting Person is 7 Continental Boulevard, Merrimack, New Hampshire 03054. The principal business of the Reporting Person is the design and manufacture of analog/linear integrated circuits. To the best of the Reporting Person's knowledge as of the date hereof, the name, business address, present principal occupation or employment, name, principal business and address of any corporation or other organization in which such employment is conducted, and citizenship of each executive officer and director of the Reporting Person is set forth in Schedule I hereto. The information contained in Schedule I is incorporated herein by reference. (d)-(e) During the last five years, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of the executive officers or directors of the Reporting Person, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Reporting Person entered into an Agreement and Plan of Merger dated as of March 2, 1998, as amended by an Amendment to Agreement and Plan of Merger dated as of June 23, 1998, by and among the Reporting Person, Merrimack Corporation, a Delaware corporation and wholly owned subsidiary of the Reporting Person ("Merger Sub"), and the Issuer (as amended, the "Merger Agreement"), providing for the merger (the "Merger") of the Merger Sub with and into the Issuer with the Issuer as the surviving corporation, pursuant to which each outstanding Share will be converted into the right to receive one share of common stock, par value $0.01 per share, of the Reporting Person (the "Reporting Person Common Stock") and one associated preferred stock purchase right (a "Right") issued in accordance with the Rights Agreement (the "Rights Agreement"), dated as of May 2, 1990, as amended from time to time, between the Reporting Person and the First National Bank of Boston (references to shares of the Reporting Person Common Stock issuable in the Merger are deemed to include the associated Rights). The Merger is subject to the approval of the Merger by the Issuer's stockholders, the approval by the Reporting Person's stockholders of the issuance of Reporting Person Common Stock in the Merger, and any other required regulatory approvals, and the satisfaction or waiver of certain other conditions as more fully described in the Merger Agreement. The foregoing summary of the Merger and the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which is included as Exhibit 1 to this Schedule 13D and is incorporated herein in its entirety by reference. As a further inducement for the Reporting Person to enter into the Merger Agreement and in consideration thereof, Issuer and the Reporting Person entered into that certain Stock Option Agreement, dated as of March 2, 1998, as amended June 23, 1998 (the "Option Agreement"), whereby Issuer granted to the Reporting Person an option (the "Option") to purchase, under certain circumstances described therein, up to 955,158 Shares at a purchase price per Share equal to $11.38, as adjusted as provided therein (the "Purchase Price"). Based on the number of Shares outstanding on March 2, 1998, the Option would be exercisable for approximately 13.4% of the outstanding Shares, or approximately 10% of the Shares on a fully diluted basis after giving effect to the exercise of the Option. None of the Triggering Events (defined in Item 4 below) permitting the exercise of the Option has occurred as of the date hereof. In the event that the Option becomes exercisable and the Reporting Person wishes to purchase the Shares subject thereto, the Reporting Person anticipates that it would fund the exercise price with working capital or through other financing sources available to the Reporting Person at the time of exercise. See also Item 4 below. As a further inducement for the Reporting Person to enter into the Merger Agreement, Alan R. Schuele, Derrell C. Coker, L.J. Sevin, Harvey B. Cash, Dietrich Erdmann, Jack Kilby and Charles H. Phipps, stockholders of the Issuer (the "Stockholders") entered into a Voting Agreement, dated as of March 2, 1998, as amended June 23, 1998 (the "Voting Agreement"), with the Reporting Person whereby the Stockholders agreed to vote all of the Shares beneficially owned by them in favor of certain matters, including without limitation, the approval and adoption of the Merger Agreement, and against, among other things, any action or agreement that could reasonably be expected to result, directly or indirectly, in a breach in any material respect of any covenant, representation or warranty or any obligation of the Issuer under the Merger Agreement or the Option Agreement. The Reporting Person did not pay additional consideration to any Stockholder in connection with the execution and delivery of the Voting Agreement. ITEM 4. PURPOSE OF THE TRANSACTION. (a)-(j) The information set forth in Item 3 is hereby incorporated herein by reference. Pursuant to the Option Agreement, the Issuer has granted the Reporting Person the Option, which, based on the number of Shares outstanding on March 2, 1998, would be exercisable for approximately 13.4% of the outstanding Shares, or approximately 10% of the Shares on a fully diluted basis after giving effect to the exercise of the Option. The Reporting Person may exercise the Option, in whole or in part, at any time and from time to time following the occurrence of certain events (each, a "Triggering Event"), provided that the Reporting Person provides notice of such exercise in accordance with the Option Agreement. A Triggering Event includes the following: (i) any Person (as defined in the Merger Agreement) (other than the Reporting Person or any subsidiary of the Reporting Person) shall have commenced (as such term is defined in Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) or shall have filed a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to a tender offer or exchange offer to purchase any shares of Issuer Common Stock such that, upon consummation of such offer, such Person would own or control 10% or more of the then outstanding Issuer Common Stock; (ii) the Issuer or any subsidiary of the Issuer shall have authorized, recommended, proposed or publicly announced an intention to authorize, recommend or propose, or entered into, an agreement with any Person (other than the Reporting Person or any subsidiary of the Reporting Person) to (A) effect a merger, reorganization, consolidation, share exchange or other business combination or similar transaction involving the Issuer or any of its Significant Subsidiaries (within the meaning of Rule 1-02 of Regulation S-X of the Securities and Exchange Commission), (B) sell, lease or otherwise dispose of assets of the Issuer or its subsidiaries representing 10% or more of the consolidated assets of the Issuer other than in the ordinary course of business or (C) issue, sell or otherwise dispose of (including by way of merger, reorganization, consolidation, share exchange or other business combination or any similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing 10% or more of the voting power of the Issuer or any of its Significant Subsidiaries; or (iii) any Person (other than the Reporting Person or any subsidiary of the Reporting Person or the Issuer or, in a fiduciary capacity, any subsidiary of the Issuer) shall have, subsequent to the date of the Option Agreement, acquired beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act) or the right to acquire beneficial ownership of, or any "Group" (as such term is defined under the Exchange Act) shall have been formed which beneficially owns or has the right to acquire beneficial ownership of, 10% or more of the then outstanding Issuer Common Stock. provided, that the Option will terminate either (i)immediately prior to the Effective Time (as defined in the Merger Agreement) of the Merger; or (ii) at the time of termination of the Merger Agreement (A) by the Issuer or the Reporting Person pursuant to Subsection 9.1(d) of the Merger Agreement, provided that the matter giving rise to the Order (as defined in the Merger Agreement) providing the basis for termination under Subsection 9.1(d) of the Merger Agreement shall not have been initiated by the Issuer or any Person who initiates an Acquisition Proposal (as such item is defined in the Merger Agreement), (B) by the Issuer pursuant to Subsection 9.1(c) or Subsection 9.1(j) of the Merger Agreement, (C) by either the Issuer or the Reporting Person pursuant to Subsection 9.1(g) of the Merger Agreement, (D) by both the Issuer and the Reporting Person pursuant to Subsection 9.1(a) of the Merger Agreement, (E) by the Issuer or the Reporting Person pursuant to Subsection 9.1(e) of the Merger Agreement (if there then exists circumstances that would permit termination of the Merger Agreement by the Issuer pursuant to Subsection 9.1(e) of the Merger Agreement), (F) by the Reporting Person pursuant to Subsection 9.1(i)(i) of the Merger Agreement (if circumstances exist that would allow the Company to terminate the Merger Agreement pursuant to Subsection 9.1(c) of the Merger Agreement as a result of a change that would have a Material Adverse Effect with respect to the Reporting Person) or (G) by either party pursuant to any other provision of the Merger Agreement; provided (in the case of subsection (G)) such termination occurs prior to the occurrence of an Acquisition Proposal. Upon the occurrence of certain events set forth in the Option Agreement, the Issuer is required to repurchase the Option (the "Repurchase") or to cause the Option to be converted into, or exchanged for, an option of another corporation (the "Substitute Option"). In addition, the Option Agreement grants certain registration rights (the "Registration Rights") to the Reporting Person with respect to the Shares represented by the Option. Also, under certain circumstances, the Issuer is entitled to a right of first refusal (the "Right of First Refusal") if the Reporting Person desires to sell all or any part of the Option or Shares acquired by it pursuant thereto. Notwithstanding any other provisions of the Option Agreement, the Total Profit (as defined therein) which the Reporting Person may realize from the Option may not exceed $7,278,000. The terms of such Repurchase, Substitute Option, Registration Rights, Right of First Refusal and limitations on Total Profit are set forth in the Option Agreement. The foregoing summary of the Amendment to Option Agreement is qualified in its entirety by reference to the copy of the Option Agreement included as Exhibit 2 of this Schedule 13D and incorporated herein in its entirety by reference. Pursuant to the Voting Agreement, the Stockholders agreed to vote all of the Shares beneficially owned by them in favor of certain matters, including without limitation, the approval and adoption of the Merger Agreement, and against, among other things, any action or agreement that could reasonably be expected to result, directly or indirectly, in a breach in any material respect of any covenant, representation or warranty or any obligation of the Issuer under the Merger Agreement or the Option Agreement. The Voting Agreement terminates upon the earlier to occur of the Effective Time or the termination of the Merger Agreement. The name of each Stockholder and the number of outstanding shares of Issuer Common Stock held by each Stockholder are set forth on Schedule A to the Amendment to Voting Agreement which is incorporated herein by reference. The foregoing summary of the Amendment to Voting Agreement is qualified in its entirety by reference to the copy of the Voting Agreement included as Exhibit 3 of this Schedule 13D and incorporated herein in its entirety by reference. The purpose of the Option Agreement and the Voting Agreement are to facilitate consummation of the Merger. Upon consummation of the Merger as contemplated by the Merger Agreement, (a) a new subsidiary of the Reporting Person will be merged into the Issuer, (b) the Board of Directors of the Issuer will be replaced by the Board of Directors of Merger Sub, (c) the Certificate of Incorporation and Bylaws of the Issuer will be replaced by the Certificate of Incorporation and Bylaws of the Merger Sub, (d) the Shares will cease to be authorized for listing on the Nasdaq National Market and (e) the Shares will become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)-(b) The number of Shares covered by the Option is 955,158, which constitutes approximately (i) 13.4% of Issuer Common Stock based on the Shares issued and outstanding on March 2, 1998, or (ii) 10% of the shares of Issuer Common Stock that would be outstanding after giving effect to the exercise of the Option. Prior to the exercise of the Option, the Reporting Person (i) is not entitled to any rights as a stockholder of Issuer as to the Shares covered by the option and (ii) disclaims any beneficial ownership of the shares of Issuer Common Stock which are purchasable by the Reporting Person upon exercise of the Option because the Option is exercisable only in the limited circumstances referred to in Item 4 above, none of which has occurred as of the date hereof. If the Option were exercised, the Reporting Person would have the sole right to vote or to dispose of the shares of Issuer Common Stock issued as a result of such exercise. The number of Shares covered by the Voting Agreement is 1,460,609, which constitutes approximately 20.6% of the Issuer Common Stock, based on the number of Shares outstanding as of March 2, 1998. The Reporting Person (i) is not entitled to any rights as a stockholder of Issuer as to the Shares covered by the Voting Agreement and (ii) disclaims any beneficial ownership of the shares of Issuer Common Stock which are by the Voting Agreement. (c) Other than as set forth in this Item 5, to the best of the Reporting Person's knowledge as of the date hereof (i) neither the Reporting Person nor any subsidiary or affiliate of the Reporting Person nor any of the Reporting Person's executive officers or directors, beneficially owns any shares of Issuer Common Stock, and (ii) there have been no transactions in the shares of Issuer Common Stock effected during the past 60 days by the Reporting Person, nor to the best of the Reporting Person's knowledge, by any subsidiary or affiliate of the Reporting Person or any of the Reporting Person's executive officers of directors. (d) No other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer Common Stock obtainable by the Reporting Person upon exercise of the Option. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Copies of the Merger Agreement, the Option Agreement and the Voting Agreement are attached as Exhibits hereto and, to the best of the Reporting Person's knowledge, there are at present no contracts, arrangements, understandings or relationship (legal or otherwise) among the persons named in Item 2 above and between any such persons and any person which respect to any securities to the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT DESCRIPTION ------- ----------- 1 Amendment to Agreement and Plan of Merger, dated as of June 23, 1998 by and among Unitrode Corporation, Merrimack Corporation and BENCHMARQ Microelectronics, Inc., without exhibits thereto. 2 Amendment to Stock Option Agreement, dated as of June 23, 1998 by and between Unitrode Corporation as "Grantee" and BENCHMARQ Microelectronics, Inc. as "Issuer." 3 Amendment to Voting Agreement, dated as of June 23, 1998, by and between Unitrode Corporation and Alan R. Schuele, Derrell C. Coker, L.J. Sevin, Harvey B. Cash, Dietrich Erdmann, Jack Kilby and Charles H. Phipps. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that this statement is true, complete and correct. UNITRODE CORPORATION By: ______________________________ Name: Allan R. Campbell Title: Senior Vice President Dated: June 30, 1998 SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF UNITRODE CORPORATION The following table sets forth the name, business address and present principal occupation or employment of each director and executive officer of the Reporting Person. Each such person is a U.S. citizen, and the business address of each such person is 7 Continental Boulevard, Merrimack, New Hampshire 03054. Name and Business Present Principal Address Occupation ------------------ ----------------- Peter A. Brooke Director of the Reporting Person Kenneth Hecht Director of the Reporting Person Louis E. Lataif Director of the Reporting Person James T. Vanderslice Director of the Reporting Person Robert L. Gable Director and Chairman of the Reporting Person Robert J. Richardson Director, President and Chief Executive Officer of the Reporting Person Allan R. Campbell Senior Vice President and General Counsel of the Reporting Person S. Kelley MacDonald Vice President Corporate Communications of the Reporting Person Patrick J. Moquin Vice President Human Resources of the Reporting Person Cosmo S. Trapani Executive Vice President and Chief Financial Officer of the Reporting Person EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE ------- ----------- ---- 1 Amendment to Agreement and Plan of Merger, dated as of June 23, 1998 by and among Unitrode Corporation, Merrimack Corporation and BENCHMARQ Microelectronics, Inc., without exhibits thereto. 2 Amendment to Stock Option Agreement, dated as of June 23, 1998 by and between Unitrode Corporation as "Grantee" and BENCHMARQ Microelectronics, Inc. as "Issuer." 3 Amendment to Voting Agreement, dated as of June 23, 1998, by and between Unitrode Corporation and Alan R. Schuele, Derrell C. Coker, L.J. Sevin, Harvey B. Cash, Dietrich Erdmann, Jack Kilby and Charles H. Phipps. EX-99 2 EXHIBIT 1 - AMENDMENT TO AGREEMENT AND PLAN OF MERGER AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is being entered into as of June 23, 1998, by and among Unitrode Corporation, a Maryland corporation (the "Acquiror"), Merrimack Corporation, a Delaware corporation and a wholly owned subsidiary of the Acquiror ("Newco"), and BENCHMARQ Microelectronics, Inc., a Delaware corporation (the "Company"). The Acquiror, Newco and the Company are parties to an Agreement and Plan of Merger, dated as of March 2, 1998 (the "Agreement"), and desire to amend certain terms and provisions of the Agreement as set forth therein. NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein and the consummation of the transactions contemplated by the Agreement, the Acquiror, Newco and the Company agree as follows (with capitalized terms used and not defined herein having their respective meanings ascribed to them in the Agreement): 1. Defined Terms. (a) The definition of "Acquiror's Disclosure Letter" as set forth in Section 1.2 of the Agreement is hereby amended to read in its entirety as follows: "'Acquiror's Disclosure Letter' will mean a letter of even date with the Amendment to this Agreement dated as of June 23, 1998, by and among the Acquiror, Newco and the Company (the "Amendment") delivered by the Acquiror to the Company concurrently with the execution of the Amendment, which, among other things, will identify exceptions to the Acquiror's representations and warranties contained in Article V by specific section and subsection references." (b) The definition of "Company's Disclosure Letter" as set forth in Section 1.2 of the Agreement is hereby amended to read in its entirety as follows: "'Company's Disclosure Letter' will mean a letter of even date with the Amendment delivered by the Company to the Acquiror Companies concurrently with the execution of the Amendment, which, among other things, will identify exceptions to the Company's representations and warranties contained in Article IV by specific section and subsection references." (c) The definition of "Exchange Ratio" as set forth in Section 1.2 of the Agreement is hereby amended to read in its entirety as follows: "'Exchange Ratio' will mean the ratio of conversion of Company Common Stock into Acquiror Common Stock pursuant to the Merger as provided in the first sentence of Subsection 3.1(a)." 2. Merger Consideration. (a) Section 3.1(a) of the Agreement is hereby amended to read in its entirety as follows: "Subject to the other provisions of this Article III, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any Company Common Stock described in Subsection 3.1(c)) will be converted into the right to receive one (1) share of Acquiror Common Stock (and the associated Acquiror Right) (the "Exchange Ratio"). Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of the Acquiror Common Stock or the Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, conversion, consolidation, combination or exchange of shares, the Exchange Ratio will be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, conversion, consolidation, combination or exchange of shares." (b) Section 3.2 of the Agreement is hereby amended to read in its entirety as follows: "[THIS SECTION INTENTIONALLY LEFT BLANK.]" 3. Representations and Warranties. (a) Section 4.8(a) of the Agreement is hereby amended to read in its entirety as follows: "(a) except as set forth in Subsection 4.8(a) of the Company's Disclosure Letter, since March 31, 1998, (i) no event or events (other than any event that is directly attributable to the prospect of consummation of the Merger or is of general application to all or a substantial portion of the Company's industry and other than any event that is expressly subject to any other representation or warranty contained in this Article IV) have to the Knowledge of the Company, occurred that, individually or in the aggregate, would constitute or cause a Material Adverse Effect on the Company and (ii) there have not been any change or changes (other than any change that is directly attributable to the prospect of consummation of the Merger or is of general application to all or a substantial portion of the Company's industry and other than any change that is expressly subject to any other representation or warranty contained in this Article IV) in the business, condition (financial or other), results of operations, properties, assets or liabilities of the Company or its Subsidiaries which would have, in the aggregate, a Material Adverse Effect on the Company." (b) Section 4.22 of the Agreement is hereby amended to read in its entirety as follows: "The Board of Directors of the Company has received the opinion of Prudential Securities, Inc., the Company's financial advisor, substantially to the effect that, as of June 23, 1998, the consideration to be received by the holders of Company Common Stock in the Merger is fair to such holders from a financial point of view, a copy of which opinion has been provided to the Acquiror." (c) Section 5.8(a) of the Agreement is hereby amended to read in its entirety as follows: "(a) Except as set forth in Subsection 5.8(a) of the Acquiror's Disclosure Letter, since May 2, 1998, (i) no event or events (other than any event that is directly attributable to the prospect of consummation of the Merger or is of general application to all or a substantial portion of the Acquiror's industry and other than any event that is expressly subject to any other representation or warranty continued in this Article V) have to the Knowledge of the Acquiror, occurred that, individually or in the aggregate, would constitute or cause a Material Adverse Effect on the Acquiror and (ii) there have not been any change or changes (other than any change that is directly attributable to the prospect of consummation of the Merger or is of general application to all or a substantial portion of the Acquiror's industry and other than any change that is expressly subject to any other representation or warranty contained in this Article V) in the business, condition (financial or other), results of operations, properties, assets or liabilities of the Acquiror or its Subsidiaries which would have, in the aggregate, a Material Adverse Effect on the Acquiror." (d) Section 5.14 of the Agreement is hereby amended to read in its entirety as follows: "The Board of Directors of the Acquiror has received the opinion of Adams, Harkness & Hill, Inc., the Acquiror's financial advisor, substantially to the effect that, as of June 23, 1998, the consideration to be received by the holders of Acquiror Common Stock in the Merger is fair to such holders from a financial point of view, a copy of which opinion has been provided to the Company." 4. Covenants. Section 6.1 of the Agreement is hereby amended in its entirety to read: "(a) Each of the Company and the Acquiror hereby covenants and agrees that, except as set forth in Section 6.1(a) of the Company's Disclosure Letter or Section 6.1(a) of the Acquiror's Disclosure Letter, as the case may be, prior to the Effective Time, unless otherwise expressly contemplated by this Agreement or consented to in writing by the other, it will and will cause its Subsidiaries to operate its business in the usual and ordinary course consistent with past practice and use all reasonable efforts to preserve substantially intact its business organization, maintain its rights and franchises, retain the services of its respective key employees and preserve the goodwill of those having business relationships with it, including customers and suppliers. The Company further covenants and agrees that prior to the Effective Time, except as otherwise consented to in writing by the Acquiror, it will and will cause its Subsidiaries to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, and use all reasonable efforts to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained, except in each case for any matters that, individually or in the aggregate, would not have a Material Adverse Effect on the Company." 5. Termination. (a) Section 9.1(h) of the Agreement is hereby amended to read in its entirety as follows: "[THIS SECTION INTENTIONALLY LEFT BLANK.]" (b) Section 9.1(j) of the Agreement is hereby amended to read in its entirety as follows: "(j) by the Company, if from and after the date of the Amendment, the Board of Directors of the Acquiror fails to recommend approval by the stockholders of the Acquiror of the issuance of shares of Acquiror Common Stock pursuant to this Agreement or withdraws or modifies (or publicly announces an intention to withdraw or modify) its approval and recommendation in a manner materially adverse to the Company or shall have resolved to do any of the foregoing;". 6. Termination Fees. (a) Section 9.2(b) of the Agreement is hereby amended to read in its entirety as follows: "(b) If this Agreement is terminated: (i) by the Acquiror pursuant to clause (i) of Subsection 9.1(i) hereof (except if circumstances exist that would allow the Company to terminate this Agreement pursuant to Subsection 9.1(c) hereof as a result of a Material Adverse Effect on the Acquiror); (ii) by the Acquiror pursuant to Subsection 9.1(i) hereof under any circumstances other than those described in clause (i) of this Subsection 9.2(b); (iii) by Acquiror or Company pursuant to Subsection 9.1(f) hereof because of the failure to obtain the required approval from the Company stockholders and at the time of such termination or prior to the Company Stockholders' Meeting there shall have been an Acquisition Proposal (whether or not such offer, proposal, announcement or agreement shall have been rejected or shall have been withdrawn prior to the time of such termination or of the Company Stockholders' Meeting); or (iv) by Acquiror as a result of Company's material breach of Section 7.3 or Subsection 7.1(a) hereof, the Company shall promptly pay to Acquiror or the Company by wire transfer of same day funds not later than two Business Days after the date of such termination a termination fee of $4,528,000 (the "Termination Fee"), provided, however, that if this Agreement is terminated by Acquiror or the Company pursuant to Subsection 9.1(f) hereof under the circumstances described in Subsection 9.2(b)(iii) hereof, and at the time of such termination the stockholders of the Acquiror shall have failed to approve the issuance of Acquiror Common Stock pursuant to this Agreement, the Acquiror shall not be entitled to the Termination Fee." (b) Section 9.2(c) of the Agreement is hereby amended to read in its entirety as follows: "(c) If this Agreement is terminated by the Company pursuant to: (i) Subsection 9.1(c) hereof as a result of the Acquiror's material breach of Subsection 7.1(b) or Section 7.3 hereof or (ii) Subsection 9.1(j) hereof (except in the case of any termination pursuant to Subsection 9.1(j) hereof described below), the Acquiror shall promptly pay to the Company by wire transfer of same day funds not later than two Business Days after written demand therefor, up to $500,000 to reimburse the Company for up to that amount of the Company's actual, verifiable out-of-pocket expenses incurred by the Company in connection with the Merger. If this Agreement is terminated by the Company pursuant to Subsection 9.1(g), the Acquiror shall promptly pay to the Company by wire transfer of same day funds not later than two Business Days after written demand therefor, up to $250,000 to reimburse the Company for up to that amount of the Company's actual, verifiable out-of-pocket expenses incurred by the Company in connection with the Merger. If this Agreement is terminated by the Company pursuant to Subsection 9.1(j) hereof, and at the time of such termination there shall have been an Acquiror Acquisition Proposal (whether or not such offer, proposal, announcement or agreement shall have been rejected or shall have been withdrawn prior to the time of such termination), and the stockholders of Acquiror shall have failed to approve the issuance of Acquiror Common Stock pursuant to this Agreement, the Acquiror shall promptly pay to the Company by wire transfer of same day funds not later than two Business Days after the date of such termination fee of $2,000,000. 7. Agreement in Full Force and Effect. (a) The Company hereby represents and warrants to the Acquiror Companies that (i) each of the representations and warranties of the Company contained in the Agreement, as amended hereby, is true and correct as of the date hereof and (ii) each of the agreements and covenants of the Company required by the Agreement, as amended hereby, to have been complied with prior to the date hereof has been complied with in all respects. (b) The Acquiror Companies hereby represent and warrant to the Company that (i) each of the representations and warranties of the Acquiror Companies contained in the Agreement, as amended hereby, is true and correct as of the date hereof and (ii) each of the agreements and covenants of the Acquiror Companies required by the Agreement, as amended hereby, to have been complied with prior to the date hereof has been complied with in all respects. (c) The Agreement, as amended by this Amendment, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their duly authorized officers as of the date first above written. UNITRODE CORPORATION By________________________ Name: Title: MERRIMACK CORPORATION By________________________ Name: Title: BENCHMARQ MICROELECTRONICS, INC. By__________________________ Name: Title: EX-99 3 EXHIBIT 2 - AMENDMENT TO STOCK OPTION AGREEMENT AMENDMENT TO STOCK OPTION AGREEMENT THIS AMENDMENT TO STOCK OPTION AGREEMENT (this "Amendment") is being entered into as of June 23, 1998, by and between Unitrode Corporation, a Maryland corporation ("Grantee"), and BENCHMARQ Microelectronics, Inc., a Delaware corporation (the "Company"). WHEREAS, the Company, Grantee and Merrimack Corporation, a Delaware corporation and a wholly owned subsidiary of Grantee ("Newco"), entered into an Agreement and Plan of Merger dated as of March 2, 1998 (the "Original Agreement"), which provides, among other things, that Newco shall be merged with and into the Company pursuant to the terms and conditions thereof; and WHEREAS, as an essential condition and inducement to Grantee to enter into the Original Agreement and in consideration therefor, the Company entered into a Stock Option Agreement as of March 2, 1998 (the "Stock Option Agreement"); and WHEREAS, the Company, Grantee and Newco are contemporaneously with the execution of this Amendment entering into an Amendment to the Original Agreement amending certain provisions of the Original Agreement (as so amended, the "Amended Agreement"); and WHEREAS, as an essential condition and inducement to Grantee to enter into the Amended Agreement and in consideration therefor, the Company has agreed to enter into this Amendment; NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein and in the Amended Agreement, and intending to be legally bound hereby, the parties hereto hereby agree as follows (with capitalized terms used and not defined herein having their respective meanings ascribed to them in the Amended Agreement): 1. References to the Merger Agreement. All references to the Merger Agreement in the Stock Option Agreement are hereby amended to refer to the Amended Agreement. 2. Grant of Option. Section 1 of the Stock Option Agreement is amended in its entirety to read as follows: "The Company hereby grants to Grantee an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereof, 955,158 shares (such shares being referred to herein as the "Option Shares") of fully paid and nonassessable common stock, par value $.001 per share, of the Company ("Company Common Stock"), equal to approximately ten percent (10%) of the number of shares of Company Common Stock issued and outstanding (on a fully diluted basis after giving effect to the exercise of the Option) as of March 2, 1998 at a purchase price of $11.13 per share of Company Common Stock, as adjusted in accordance with the provisions of Section 8 (such price, as adjusted if applicable, the "Option Price")." 3. Option Termination Events. Section 2(b)(ii) of the Stock Option Agreement is amended in its entirety to read as follows: "(ii) termination of the Merger Agreement (A) by either party pursuant to Subsection 9.1(d) of the Merger Agreement, provided that the matter giving rise to the Order (as defined in the Merger Agreement) providing the basis for termination under Subsection 9.1(d) of the Merger Agreement shall not have been initiated by the Company or any Person who initiates an Acquisition Proposal (as such term is defined in the Merger Agreement), (B) by the Company pursuant to Subsection 9.1(c) or Subsection 9.1(j) of the Merger Agreement, (C) by either the Company or the Grantee pursuant to Subsection 9.1(g) of the Merger Agreement, (D) by both parties pursuant to Subsection 9.1(a) of the Merger Agreement, (E) by the Company or the Grantee pursuant to Subsection 9.1(e) of the Merger Agreement (if there exists circumstances that would permit termination of the Merger Agreement by the Company pursuant to Subsection 9.1(e) of the Merger Agreement), (F) by the Grantee pursuant to Subsection 9.1(i)(i) of the Merger Agreement (if circumstances exist that would allow the Company to terminate the Merger Agreement pursuant to Subsection 9.1(c) of the Merger Agreement as a result of a change that would have a Material Adverse Effect with respect to Grantee) or (G) by either party pursuant to any other provision of the Merger Agreement; provided (in the case of Subsection 2(b)(ii)(G) hereof) such termination occurs prior to the occurrence of an Acquisition Proposal." 4. Stock Option Agreement in Full Force and Effect. The Stock Option Agreement, as amended by this Amendment, shall continue in full force and effect. IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment to be duly executed as of the date first written above. BENCHMARQ MICROELECTRONICS, INC. By:__________________________________ Name: Alan R. Schuele Title: President and Chief Executive Officer UNITRODE CORPORATION By:__________________________________ Name: Robert J. Richardson Title: President and Chief Executive Officer EX-99 4 EXHIBIT 3 - AMENDMENT TO VOTING AGREEMENT AMENDMENT TO VOTING AGREEMENT THIS AMENDMENT TO VOTING AGREEMENT (this "Amendment") is being entered into as of June 23, 1998, by and among Alan R. Schuele, Derrell C. Coker, L.J. Sevin, Harvey B. Cash, Dietrich Erdmann, Jack Kilby and Charles H. Phipps (the "Stockholders"), and Unitrode Corporation, a Maryland corporation ("Unitrode"). WHEREAS, BENCHMARQ Microelectronics, Inc., a Delaware corporation (the "Company"), Unitrode and Merrimack Corporation, a Delaware corporation and a wholly owned subsidiary of Unitrode, entered into an Agreement and Plan Merger dated as of March 2, 1998 (the "Original Agreement"), which provides, among other things, that Newco shall be merged with and into the Company pursuant to the terms and conditions thereof; and WHEREAS, as an essential condition and inducement to Unitrode to enter into the Original Agreement and in consideration therefor, the Stockholders entered into a Voting Agreement dated as of March 2, 1998 (the "Voting Agreement"); and WHEREAS, the Company, Unitrode and Newco are contemporaneously with the execution of this Amendment entering into an Amendment to the Original Agreement amending certain terms and provisions of the Original Agreement (as so amended, the "Amended Agreement"); and WHEREAS, as an essential condition and inducement to Unitrode to enter into the Amended Agreement and in consideration therefor, the Stockholders have agreed to enter into this Amendment; and WHEREAS, as of the date hereof, the Stockholders own of record and beneficially the shares of common stock, par value $.001 per share, of the Company (the "Company Common Stock") set forth opposite their respective names on Schedule A hereto and wish to enter into this Amendment with respect to such shares of Company Common Stock and options to purchase shares of Company Common Stock; NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein and in the Amended Agreement, and intending to be legally bound hereby, the parties hereto hereby agree as follows (with capitalized terms used and not defined herein having their respective meanings ascribed to them in the Amended Agreement): 1. References to the Merger Agreement. All references to the Merger Agreement in the Voting Agreement are hereby amended to refer to the Amended Agreement. 2. Voting Agreement in Full Force and Effect. The Voting Agreement, as amended by this Amendment, shall continue in full force and effect. IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment to be duly executed as of the date first written above. ___________________________ Alan R. Schuele __________________________ Derrell C. Coker __________________________ L.J. Sevin __________________________ Harvey B. Cash __________________________ Dietrich Erdmann __________________________ Jack Kilby __________________________ Charles H. Phipps UNITRODE CORPORATION By:_________________________ Name: Robert J. Richardson Title: President and Chief Executive Officer VOTING AGREEMENT SCHEDULE A Number of Shares of Company Common Stockholder: Stock Owned by Stockholder: L.J. Sevin 695,120 Jack Kilby 6,250 Derrell C. Coker 72,755 Dietrich Erdmann 605,212 Harvey B. Cash 43,850 Charles H. Phipps 40,422 Alan R. Schuele 0 -----END PRIVACY-ENHANCED MESSAGE-----