-----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, TSEYG/KwbodqTT7LFCEG6R3M8TTsUGO8bl4qi94tFO8nVpe/v+c8BTDIMP35KDNw BglQGmAjZCmnyJvIzVZzoA== 0001036050-99-000080.txt : 19990126 0001036050-99-000080.hdr.sgml : 19990126 ACCESSION NUMBER: 0001036050-99-000080 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990122 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED CIRCUIT SYSTEMS INC CENTRAL INDEX KEY: 0000874689 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 232000174 STATE OF INCORPORATION: PA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19299 FILM NUMBER: 99511739 BUSINESS ADDRESS: STREET 1: 2435 BLVD OF THE GENERALS CITY: NORRISTOWN STATE: PA ZIP: 19403 BUSINESS PHONE: 6106305300 MAIL ADDRESS: STREET 1: 2435 BLVD OF THE GENERALS CITY: NORRISTOWN STATE: PA ZIP: 19403 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Filed pursuant to Section 12, 13, or 15(d) of the Securities Exchange Act OF 1934 Date of Report (Date of earliest event reported): January 22, 1999 INTEGRATED CIRCUIT SYSTEMS, INC. -------------------------------- (Exact name of issuer as specified in charter) PENNSYLVANIA 0-19299 23-2000174 (State or Other Jurisdiction Commission (I.R.S. Employer of Incorporation or file number Identification Organization) Number) 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403 (Address of principal executive offices) (610) 630-5300 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS ------------ On January 22, 1999, Integrated Circuit Systems, Inc. (the "Company") issued a press release announcing that the Company had postponed the date of its Annual Meeting of Shareholders from January 25, 1999 to February 1, 1999 so as to allow shareholders to receive and have time to consider additional information concerning the Company's January 20, 1999 merger agreement in order to make an informed voting decision on the matters to be considered at the Annual Meeting. A copy of the letter sent to shareholders on January 22, 1999 containing such additional information is being filed as an exhibit to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS ------------------------------------------------------------------ (c) Exhibits 99.1 Letter to Shareholders dated January 22, 1999. -2- SIGNATURE --------- 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. INTEGRATED CIRCUIT SYSTEMS, INC. Date: January 22, 1999 By: /s/ Hock E. Tan ---------------------- Hock E. Tan Chief Financial Officer and Chief Operating Officer -3- EXHIBIT INDEX EXHIBIT No. DESCRIPTION ----- ----------- 99.1 Letter to Shareholders dated January 22, 1999. -4- EX-99.1 2 LETTER TO SHAREHOLDERS DATED 1/22/1999 LETTER TO SHAREHOLDERS January 22, 1999 Dear Fellow Shareholder: As you may already be aware, we have postponed the Annual Meeting of Shareholders to 10:00am on Monday, February 1, 1999, at the Company's headquarters at 2435 Boulevard of the Generals, Valley Forge, Pennsylvania. The Company, after consultation with the Securities and Exchange Commission (SEC), determined that it is appropriate to postpone the meeting to give shareholders additional time to consider new information concerning the recently announced $21.25 cash merger agreement with an investor group consisting of its senior management and affiliates of Bain Capital Inc. and Bear, Stearns & Co. Inc. so as to be able to make an informed decision before the Annual Meeting. Instructions to vote by a toll-free telephone call are at the bottom of this letter. Shareholders will have an opportunity to vote on the proposed merger at a Special Meeting ("Special Meeting") of Shareholders expected to take place in May or June 1999 after a proxy statement providing more details about the proposed merger is prepared and sent to the shareholders. You should, however, be aware of the following information concerning the proposed merger: . Following is a list of the ICS managers currently included in the investor group and their positions with the Company: *Henry Boreen - Vice Chairman and member of the Board of Directors *Hock Tan - Senior Vice President, Chief Operating Officer and Chief Financial Officer Greg Richmond - Vice President, FTG Products Lewis Eggebrecht - Vice President/Chief Scientist 2 Chris Bland - Vice President of Engineering, MicroClock Barry Olsen - Vice President of Marketing, MicroClock Paul Lessard - Vice President, Systems Technology Thomas Gosse - Vice President of Sales Edward Christiansen Vice President of Manufacturing Justien Lien - Controller V. Venkateswaren - Vice President, Engineering Services Alan Silfies - Director of Quality * Expected to be a member of Board of Directors following the merger. . Henry Boreen currently owns approximately 3% of the common stock of the Company, as well as options to purchase approximately an additional 1% of the common stock. Hock Tan currently owns common stock and options to purchase common stock aggregating less than 1% of the common stock. The ICS managers as a group currently own approximately 6% of the common stock of the Company, as well as options to purchase approximately an additional 6% of the common stock. No member of the investor group has entered into any agreement to vote his or her shares in favor of the merger agreement. After the merger, the ICS managers are expected to own up to 17% of the common stock of the Company, as well as options to purchase up to an additional 15% of the common stock. It is expected that no individual ICS manager will own more than 10% of the common stock after the merger. . Bain Capital Inc. and Bear, Stearns & Co. Inc., and their affiliates collectively own less than 1% of the outstanding ICS common stock. . The acquisition price will be funded by an equity contribution to be made by the investor group, debt financing that Credit Suisse First Boston has committed to provide, and available Company cash. CSFB's commitment to provide such debt financing will terminate if the transaction has not been completed by June 30, 1999, and is subject to other customary terms and conditions. . The affirmative vote of a majority of votes cast at the Special Meeting is required to approve the merger. . The merger agreement requires the Board of Directors to recommend that shareholders approve the merger at the Special Meeting, subject to the Board's fiduciary duties. . The obligations of the Company under the merger agreement, and the fiduciary duties of the Board of Directors in making determinations relating to the merger agreement (including any termination of, or recommendation that shareholders approve, the merger agreement), will be the same whether the incumbent Directors or the shareholder nominees (or any combination) are elected to the Board of Directors at the Annual Meeting, rescheduled to be held on February 1, 1999. 3 . The Company has no general right to terminate the merger agreement for any reason. The merger agreement provides customary termination provisions which allow the Company to terminate the merger agreement in limited circumstances, including if the Board receives an offer to acquire the Company, or a tender offer for the common stock is commenced, either of which is, in the opinion of the Company's investment bank, more favorable from a financial point of view to the shareholders, and the Board determines that failure to approve the new offer and terminate the merger agreement could reasonably be expected to result in a breach of the Board's fiduciary duties to shareholders. The foregoing provisions apply regardless of whether the incumbent Directors or the shareholder nominees (or any combination) are elected to the Board of Directors at the Annual Meeting. . If the merger agreement is terminated because (i) the Board accepts another offer to acquire the Company, (ii) the Board fails to recommend that the shareholders approve the merger agreement at the Special Meeting or recommends that shareholders approve another offer to acquire the Company, (iii) the shareholders do not approve the merger agreement at the Special Meeting, or (iv) the Company has materially breached the merger agreement, and within the following year the Company enters into a merger or other agreement for a business combination or a change of control occurs, the Company will be required to pay Bain and Bear Stearns a "break-up fee" of $6 million as well as reimburse their expenses up to $3 million. If the merger agreement is terminated under certain other circumstances, the Company may be required to reimburse the expenses of Bain and Bear Stearns up to $3 million but will not be required to pay a break-up fee. More detailed provisions concerning the termination and break-up fee provisions of the merger agreement are contained in the merger agreement, which was filed by the Company with the Securities and Exchange Commission (SEC) as an exhibit to a Form 8-K on January 20, 1999. The Company's SEC filings are available to the public on the Internet at http://www.sec.gov. ------------------ . The merger agreement prohibits the Company and its investment banker from: (i) soliciting any proposals from any persons which could reasonably be expected to lead to an acquisition of the Company, and (ii) entering into negotiations with any person for any such acquisition proposal; except that these limitations do not apply with respect to any persons to whom the Company or its investment banker had already provided non-public written information about the Company to facilitate such an acquisition proposal within the three months prior to the date of the merger agreement. Subject to certain limitations, the merger agreement permits the Company to negotiate with any person who makes an unsolicited written bona fide proposal to acquire the Company if: (i) such acquisition proposal is, in the opinion of the Company's investment bank, more favorable to the shareholders from a financial point of view than the merger which is the subject of the January 20, 1999 merger agreement, and (ii) the Board or a Special Committee of the Board determines that failure to engage in such negotiations would be reasonably likely to constitute a breach of their fiduciary duties. These restrictions will apply without regard to 4 whether the incumbent Directors or the shareholder nominees (or any combination) are elected to the Board of Directors at the Annual Meeting. . Upon completion of the merger, the Company expects to enter into an employment contract with Hock Tan, currently ICS' Senior Vice President, Chief Financial Officer and Chief Operating Officer, to become Chief Executive Officer, and a consulting agreement with Henry Boreen. The specific terms of the agreements are still under negotiation. I strongly urge you to support management by signing, dating and returning the enclosed WHITE proxy card in the postage-paid overnight mail envelope provided.. Very truly yours, Rudolf Gassner Chairman of the Board [Text for letter to shareholders] IF YOU HAVE ANY QUESTIONS OR REQUIRE ANY ASSISTANCE, PLEASE CONTACT OUR PROXY SOLICITOR: INNISFREE M&A INCORPORATED TOLL FREE -- 1-888-750-5834 501 MADISON AVENUE 20TH FLOOR NEW YORK, NY 10022 [Alternate text for datagrams sent to shareholders] If you have any questions, or need any assistance in voting your shares, please call our proxy solicitor, Innisfree M&A Incorporated, toll-free at 1-888-750- 5834. PROXYGRAM TELEPHONE VOTING INSTRUCTIONS Call toll-free 1-800-437-7699 between 8:00 am and Midnight Eastern time. Tell the operator that you wish to send a collect Proxygram to ID No. ______, Integrated Circuit Systems, Inc. State your name, address and telephone number. State the bank or broker at which your shares are held and your control number as shown below: Name: Broker: Control number: Number of shares: Give the operator your voting preferences, using the proxy text below. [Text of Management's Proxy Card previously filed with the SEC] 5 -----END PRIVACY-ENHANCED MESSAGE-----