-----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, BsMvcBO58hK5NM6+6AjNMs6bhoTCsU1wF4uveBLLU9snaazick3gIcTUKAXgHb/m AnGNS/kxcgnUrCy2OT/KhA== 0001116679-05-001672.txt : 20050624 0001116679-05-001672.hdr.sgml : 20050624 20050624160009 ACCESSION NUMBER: 0001116679-05-001672 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050623 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050624 DATE AS OF CHANGE: 20050624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEMTECH CORP CENTRAL INDEX KEY: 0000088941 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 952119684 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06395 FILM NUMBER: 05915218 BUSINESS ADDRESS: STREET 1: 200 FLYNN ROAD CITY: CAMARILLO STATE: CA ZIP: 93012-8790 BUSINESS PHONE: 8054982111 MAIL ADDRESS: STREET 1: 200 FLYNN ROAD STREET 2: 200 FLYNN ROAD CITY: CAMARILLO STATE: CA ZIP: 93012-8790 8-K 1 sem8k-062405.txt 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) June 23, 2005 ------------------- Semtech Corporation - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-6395 95-2119684 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 200 Flynn Road Camarillo, California 93012-8790 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 805-498-2111 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 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: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.01 Completion of Acquisition or Disposition of Assets On June 23, 2005 Semtech Corporation, through its wholly-owned Swiss subsidiary, Semtech International AG, acquired all of the outstanding shares of Xemics SA from twenty-one sellers in a cash for stock transaction pursuant to the Share Purchase and Sales Agreement ("Agreement") that was previously filed as Exhibit 10.1 to Semtech's Form 8-K filed on June 20, 2005 and that is incorporated herein by reference. The names of the twenty-one selling shareholders are set forth in the Agreement. The transaction with Xemics shareholders is valued at approximately $59 million, assuming all variable portions of the purchase price are paid and including payments associated with certain shareholder loans that have been assigned to and assumed by Semtech International. Semtech International paid $43 million upon closing of the transaction. An additional $16 million may be payable if Xemics meets certain performance objectives during an earnout period of approximately one year. The purchase price is subject to a reduction for social security, pension and stamp duty obligations to be paid post-closing that are related to certain employee stock options exercised before closing; this adjustment will not impact the total cash outlay associated with the transaction. The foregoing description of the terms of the transaction does not purport to be complete and is qualified in its entirety by the Agreement. Item 7.01. Regulation FD Disclosure On June 24, 2005, the Registrant issued a press release containing forward looking statements, including with respect to the effect of the Xemics acquisition on its future performance and financial results. A copy of the press release is attached hereto as Exhibit 99.1. The information contained in this Item 7.01 (including the exhibit hereto) is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 7.01 (including the exhibit hereto) shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to this Item 7.01 in such filing. Item 9.01. Financial Statements and Exhibits (c) Exhibits -------- Exhibit 99.1 Press Release of the Registrant dated June 24, 2005. Exhibit 99.2 Share Purchase and Sales Agreement that was previously filed as Exhibit 10.1 to Semtech's Form 8-K filed on June 20, 2005 is incorporated herein by reference. 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. Date: June 24, 2005 SEMTECH CORPORATION By: /s/ David G. Franz, Jr. ---------------------------- David G. Franz, Jr. Chief Financial Officer INDEX TO EXHIBITS Exhibit Number Description of Document - -------------- ----------------------- 99.1 Press Release of the Registrant dated June 24, 2005 99.2 Share Purchase and Sales Agreement that was previously filed as Exhibit 10.1 to Semtech's Form 8-K filed on June 20, 2005 is incorporated herein by reference. EX-99 2 ex99-1.txt EX. 99.1: PRESS RELEASE Exhibit 99.1 [Semtech logo] NEWS RELEASE SEMTECH COMPLETES ACQUISITION OF XEMICS 5:00 a.m. PDT Friday, June 24, 2005 CAMARILLO, CALIFORNIA, June 24, 2005 - SEMTECH CORPORATION (NASDAQ: SMTC), a leading producer of high performance analog and mixed-signal semiconductors, announced that on June 23, 2005 it successfully completed the acquisition of XEMICS SA, a fabless developer of ultra-low power analog, radio frequency (RF) and digital integrated circuits (IC). Semtech announced plans to acquire XEMICS on June 20, 2005. Swiss-based XEMICS was acquired by Semtech International AG, Semtech Corporation's wholly-owned Swiss subsidiary. Xemics will continue to operate from its Neuchatel, Switzerland location and will be referred to as Semtech's Wireless and Sensing Products business unit. As previously announced, Semtech estimates that in the second quarter that ends July 31, 2005, it will incur a one-time acquisition related charge to earnings of $4 million to $5 million for the write-off of in-process R&D. Consistent with purchase accounting treatment of the acquisition, other intangible items will be amortized over the current quarter and future periods. The amount of acquisition related charges are subject to the final valuation of XEMICS. XEMICS' results of operations will be consolidated with those of Semtech's beginning at the time of the transaction's close. XEMICS' revenue for the period of June 24, 2005 to July 31, 2005 is forecasted to be approximately $2.5 million. Excluding the acquisition related items discussed above, Semtech expects the transaction to be neutral to its earnings initially and become accretive within two quarters. About Semtech and XEMICS Semtech Corporation is a leading supplier of analog and mixed-signal semiconductors used in a wide range of computer, industrial and communication applications. XEMICS is a research and development (R&D) intensive company based in Switzerland. XEMICS applies its low-power, low-voltage design expertise across its core technologies -- sensor interfacing/data acquisition, 8-bit RISC microcontrollers, RF transceivers and audio Codecs. These capabilities are aimed at adding value in next generation, highly integrated battery powered wireless and sensing applications. Forward-Looking and Cautionary StatementsThis release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements other than historical information or statements of current condition and relate to matters such as the expected one-time charge, the expected impact of the transaction on earnings, future financial performance, future operational performance, and our plans, objectives and expectations. Some forward-looking statements may be identified by use of terms such as "expects," "anticipates," "intends," "estimates," "believes", "projects", "should", "will", "plans" and similar words. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include the possibility of a greater than expected one-time charge, the possibility of higher than anticipated amortization in any given quarter, the possibility of material differences in other anticipated effects of the application of purchase accounting rules, the possibility of less than anticipated cost savings, and the complexities of successfully integrating the workforces and technologies of the companies. In addition to considering these risks and uncertainties, forward-looking statements should be considered in conjunction with the cautionary statements contained in the "Risk Factors" section and elsewhere in the Company's Annual Report on Form 10-K for the fiscal year ended January 30, 2005, in its other filings with the SEC, and in material incorporated therein by reference. In light of the risks and uncertainties inherent in forecasts of revenue and gross margin and in other projected matters, forward-looking statements should not be regarded as representations by the Company that its objectives or plans will be achieved or that any of its operating expectations or financial forecasts will be realized. The Company assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investor Relations Contact John Baumann, Treasurer, Telephone: 805-480-2010 -----END PRIVACY-ENHANCED MESSAGE-----