8-K 1 a2025717z8-k.txt 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) August 30, 2000 TriQuint Semiconductor, Inc. ----------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-22660 95-3654013 -------------------------------- ---------------- ----------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2300 N.E. Brookwood Parkway, Hillsboro, Oregon 97124 ----------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (503) 615-9000 -------------------------- Not applicable ----------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. Other Events On September 5, 2000, TriQuint Semiconductor, Inc. ("TriQuint") announced that it had acquired from Micron Technology Texas, LLC's Richardson, Texas wafer fabrication facility for aggregate consideration of $87 million. A copy of the press release issued by TriQuint announcing the close of escrow is attached hereto as Exhibit 99.1. The purchase was financed through a synthetic lease transaction consisting of a participation agreement and master lease, copies of which are attached hereto as Exhibits 10.24 and 10.25. Such Exhibits are incorporated by reference into this Item 5 and the foregoing description is qualified in its entirety by reference to such Exhibits. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. Exhibit No. Description ----------- ----------- 10.24* Participation Agreement dated as of August 30, 2000 among TriQuint Semiconductor Texas, LP; the Registrant; TriQuint Texas General Holding Company; Lease Plan North America, Inc; ABN AMRO BANK N.V.; and the other banks and financial institutions that are listed on the signature pages thereto as participants. 10.24.1 Appendix 1 to Participation Agreement, Master Lease and Deed of Trust, Security Agreement and Financing Statement each dated as of August 30, 2000 among TriQuint Semiconductor Texas, LP; the Registrant; TriQuint Texas General Holding Company; Lease Plan North America, Inc.; ABN AMRO BANK N.V.; and the other banks and financial institutions that are listed on the signature pages thereto as participants. 10.25* Master Lease Agreement dated August 30, 2000 between the Lease Plan North America, Inc. and TriQuint Semiconductor Texas, LP for the Richardson Texas facility. 10.25.1** Appendix 1 to Participation Agreement, Master Lease and Deed of Trust, Security Agreement and Financing Statement each dated as of August 30, 2000 among TriQuint Semiconductor Texas, LP; the Registrant; TriQuint Texas ---------- * Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to this exhibit have been omitted. The Registrant agrees to furnish such schedules supplementally upon request of the Securities and Exchange Commission. ** Incorporated by reference to Registrant's exhibit number 10.24.1 filed herewith -2- General Holding Company; Lease Plan North America, Inc.; ABN AMRO BANK N.V.; and the other banks and financial institutions that are listed on the signature pages thereto as participants. 99.1 Press release dated September 5, 2000. -3- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TRIQUINT SEMICONDUCTOR, INC. Dated: September 14, 2000 By: /s/ EDSON H. WHITEHURST, JR. -------------------------------- Edson H. Whitehurst, Jr. Vice President, Finance and Administration, Chief Financial Officer and Secretary -4- TRIQUINT SEMICONDUCTOR, INC. CURRENT REPORT ON FORM 8-K Exhibit No. Description ----------- ----------- 10.24* Participation Agreement dated as of August 30, 2000 among TriQuint Semiconductor Texas, LP; the Registrant; TriQuint Texas General Holding Company; Lease Plan North America, Inc.; ABN AMRO BANK N.V.; and the other banks and financial institutions that are listed on the signature pages thereto as participants. 10.24.1 Appendix 1 to Participation Agreement, Master Lease and Deed of Trust, Security Agreement and Financing Statement each dated as of August 30, 2000 among TriQuint Semiconductor Texas, LP; the Registrant; TriQuint Texas General Holding Company; Lease Plan North America, Inc.; ABN AMRO BANK N.V.; and the other banks and financial institutions that are listed on the signature pages thereto as participants. 10.25* Master Lease Agreement dated August 30, 2000 between the Lease Plan North America, Inc. and TriQuint Semiconductor Texas, LP for the Richardson Texas facility. 10.25.1** Appendix 1 to Participation Agreement, Master Lease and Deed of Trust, Security Agreement and Financing Statement each dated as of August 30, 2000 among TriQuint Semiconductor Texas, LP; the Registrant; TriQuint Texas General Holding Company; Lease Plan North America, Inc.; ABN AMRO BANK N.V.; and the other banks and financial institutions that are listed on the signature pages thereto as participants. 99.1 Press release dated September 5, 2000. ---------- * Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to this exhibit have been omitted. The Registrant agrees to furnish such schedules supplementally upon request of the Securities and Exchange Commission. ** Incorporated by reference to Registrant's exhibit number 10.24.1 filed herewith -5-