8-K

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)

March 4, 2008

TriQuint Semiconductor, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-22660	95-3654013
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2300 N.E. Brookwood Parkway

Hillsboro, Oregon 97124

(Address of principal executive offices, including zip code)

(503) 615-9000

(Registrant’s telephone number, including area code)

Not applicable

(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 (see General Instruction A.2. below):

¨ 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 1.01 Entry into a Material Definitive Agreement.

Effective as of March 9, 2008, TriQuint Semiconductor, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with WJ Communications, Inc., a Delaware corporation, (“WJ Communications”) and ML Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”).

The Merger Agreement

The Merger Agreement provides for the combination of the Company and WJ Communications by means of a merger of Merger Sub with and into WJ Communications (the “Merger”), with WJ Communications continuing as the surviving corporation. Following the Merger, WJ Communications will be a wholly-owned subsidiary of the Company.

As a result of the Merger, each issued and outstanding share of WJ Communications common stock that is held by the Company, WJ Communications or their direct or indirect wholly-owned subsidiaries will be cancelled. All other issued and outstanding shares of WJ Communications common stock will be exchanged for $1.00 per share cash consideration (the “Merger Consideration”) as set forth in the Merger Agreement. In addition, each holder of an option to purchase shares of common stock that has an exercise price per share that is less than the per share Merger Consideration will be entitled to receive a per share cash payment equal to the amount by which the Merger Consideration exceeds the exercise price of such option (if any), less any applicable withholding taxes. All stock options will otherwise be cancelled. Each holder of vested restricted stock and performance accelerated restricted stock units will be entitled to receive the Merger Consideration for each such vested share of stock or unit. Each holder of unvested restricted stock and performance accelerated restricted stock units will not receive the Merger Consideration, but will instead continue to hold such unvested stock or units, which will reflect the right to receive the Merger Consideration. The total purchase price will be approximately $72 million.

The Company and WJ Communications made customary representations, warranties and covenants in the Merger Agreement. Such representations and warranties are not intended to amend, supplement or supersede any statement contained in any documents filed by the Company or WJ Communications with the Securities and Exchange Commission. The statements embodied in those representations and warranties were made solely for purposes of the Merger Agreement and are subject to important qualifications and limitations agreed to in connection with negotiating the Merger Agreement, including the disclosure schedule provided by WJ Communications to the Company prior to the signing of the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were used for the purpose of allocating risk between the Company and WJ Communications rather than establishing matters as facts. Accordingly, investors and securityholders should not rely on the representations and warranties in the Merger Agreement as characterizations of the actual state of facts about the Company or WJ Communications.

The Merger Agreement contains certain termination rights and provides that, upon the termination of the Merger Agreement under specified circumstances, WJ Communications may be required to pay the Company a termination fee equal to $2,450,000.

The consummation of the Merger is subject to the approval of WJ Communications’ shareholders, expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions. The directors of Merger Sub immediately prior to the Merger will become the directors of the surviving corporation until their respective successors are duly elected and qualified or appointed.

The foregoing description of the Merger Agreement and the Merger does not purport to be complete.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

At its meeting on March 4, 2008, the Compensation Committee of the Board of Directors of the Company approved an amendment to the Company’s Change of Control Policy (as amended, the “Policy”) to change the mechanics for acceleration of option vesting upon a change of control. All executive officers are eligible to participate in the Policy. If an officer has preexisting change of control benefits, the officer can choose between the Policy and the preexisting benefits. In general the Policy, as amended, provides that if a change of control occurs and an eligible officer’s employment is terminated in the period beginning ninety (90) days prior to and ending twelve (12) months after the change of control, the officer will receive certain benefits, a summary of which are provided below.

• Officer will receive continuation of base salary for twelve (12) months.

• A payment equivalent to the officer’s target bonus for the previous twelve (12) months will be made to officer in twenty-six (26) installments at regular payroll intervals.

• The Company will pay officer’s COBRA premiums for twelve (12) months.

• The closest in twenty-four (24) months’ worth of officer’s unvested options will immediately vest (prior to this amendment, the Policy provided that the officer’s furthest out twelve (12) months’ worth of unvested options would immediately vest).

• The time period for exercising officer’s vested options shall be extended from ninety (90) days to twelve (12) months following his or her termination.

A copy of the Policy is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item 7.01 Regulation FD.

On March 10, 2008, the Company issued a press release announcing the signing of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
10.1	Change of Control Policy by and between TriQuint Semiconductor, Inc. and officers of TriQuint Semiconductor, Inc.
99.1	Press release of TriQuint Semiconductor, Inc. dated March 10, 2008

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.

TRIQUINT SEMICONDUCTOR, INC.
By:	/s/ STEVE BUHALY
	Steve Buhaly
	Chief Financial Officer

Date: March 10, 2008

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibit
10.1	Change of Control Policy by and between TriQuint Semiconductor, Inc. and officers of TriQuint Semiconductor, Inc.
99.1	Press release of TriQuint Semiconductor, Inc. dated March 10, 2008

EX-10.1

Exhibit 10.1

Change of Control Policy

Adopted November 8, 2007, Amended March 4, 2008

Purpose

TriQuint Semiconductor, Inc. (the Company) considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its shareholders. To this end, the Company recognizes that, as is the case with many publicly held corporations, the possibility of a Change of Control may exist and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders. Accordingly, the Board of Directors of the Company (the Board) has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management to their assigned duties without distraction in circumstances arising from the possibility of a Change of Control of the Company. This policy sets forth the benefits that will be made available if the eligible officers are terminated in connection with a Change of Control.

Who is Eligible

All 16(b) officers not otherwise covered under a prior Company change of control agreement or similar policy are eligible for benefits under this policy.

Definitions

For the purpose of this policy, the following definitions apply:

“Base Salary” means regular cash compensation paid on a periodic basis exclusive of benefits, bonuses or incentive payments.

“Cause” means that the officer committed any one or more of the following: (i) intentional failure to perform assigned duties; (ii) incompetence in carrying out his or her duties, as measured against standards generally prevailing in the industry; (iii) theft, embezzlement, fraud, misappropriation of funds, other acts of dishonesty or the violation of any law or ethical rule relating to the officer’s employment with Company; (iv) a felony or any act involving moral turpitude; (v) the violation of a material Company policy or procedure, or the breach of any material provision of this policy or any confidentiality, assignment of rights, non-competition, or non-solicitation agreement between the officer and Company, and if such violation or breach is susceptible of cure, the failure to effect such cure within 30 days after written notice of the violation is given to the officer; or (vi) a breach of the officer’s fiduciary duty to Company.

“Change of Control” means the Company is a party to a transaction in which it is sold to, merged, consolidated, reorganized into or with, or its assets are transferred or sold to another entity, after which the holders of voting securities of the Company immediately prior to such transaction, including voting securities issuable upon exercise or conversion of vested options, warrants or other securities or rights, hold (directly or indirectly) less than a majority of the combined voting power of the then-outstanding securities of the surviving entity.

“Change of Control Window” means the period beginning ninety (90) days prior to, and ending twelve months after the effective date of any Change of Control.

“Disability” means the officer’s inability to perform the duties of his or her position for a continuous period of five (5) months, with or without reasonable accommodation, because of a physical or mental impairment.

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“Good Reason” means the occurrence of any of the following and Company’s failure to cure within 30 days after Company’s receipt of written notice from the officer asserting that Good Cause exists and specifying such cause: (i) a material reduction in the officer’s responsibilities as in effect immediately prior to the Change of Control, or any removal of the officer from, or any failure to re-elect the officer to positions immediately prior to the Change of Control, which has the effect of materially diminishing his or her responsibility or authority, as determined by the Compensation Committee of the Board as comprised immediately prior to the Change of Control, (iii) a reduction in the officer’s Base Salary or any Target Bonus (other than a reduction comparable in percentage to a reduction affecting the Company’s executives generally) as in effect immediately prior to the Change of Control; or a Company-mandated relocation of the officer’s principal place of employment or current principal residence by more than 50 miles immediately prior to the resignation.

Effect of Termination During Change of Control Window

If a Change of Control occurs while this policy is in effect and an eligible officer’s employment is terminated during a Change of Control Window (i) by Company for reasons other than Cause or the officer’s death or Disability, or (ii) by the officer for Good Reason, then the officer will be entitled to the benefits described below, provided the officer signs and does not revoke a general release of claims in a form satisfactory to Company and complies with his or her obligations to Company under this policy and any other confidentiality, assignment of rights, non-competition, or non-solicitation agreements between Company and the officer. Change of Control Benefits will cease and the Company shall have no further payment obligations to the officer if he or she breaches any applicable confidentiality, non-compete, and non-solicitation obligations to the Company.

Change of Control Benefits

An officer who qualifies for benefits will receive the following:

• Continuation of Base Salary for twelve (12) months

• A payment equivalent to the officer’s target bonus for the previous twelve (12) months, payable in 26 installments at regular payroll intervals

• Payment of COBRA premiums for twelve (12) months, provided the officer is eligible for and properly elects COBRA coverage

• The closest in twenty four (24) months’ worth of the officer’s unvested Option shares shall automatically become vested.

• The period in which the officer may exercise any vested options shall be extended from 90 days to twelve (12) months following his or her termination

• All payments shall be net of applicable withholding.

Non-solicitation/Non-competition

To receive Change of Control Benefits, the officer must comply with the following post-termination restrictions on employment:

Non-solicitation. For one year after the officer’s employment with Company terminates, regardless of the reason for termination, he/she will not (a) directly or indirectly solicit competing business from any person or entity which then is or was a Company customer, client or prospect during the twelve (12) months prior to termination, (b) induce any such person or entity to cease or reduce their business relationship with Company; (c) induce any person to leave the employment of Company; or (d) directly or indirectly hire or use the services of any Company employee unless the officer obtains Company’s written consent. The officer will not aid others in doing anything he/she is are prohibited from doing himself/herself under this paragraph, whether as an employee, officer, director, shareholder, partner, consultant or otherwise. For purposes of this paragraph, the term “solicit” includes (i) responding to requests for proposals and invitations for bids, (ii) initiating contacts with customers, clients, or prospects of Company for the purpose of advising them that the officer no longer is employed by Company and is available for

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work that is competitive with the services offered by Company, and (iii) participating in joint ventures or acting as a consultant or subcontractor or employee of others who directly solicit business prohibited by this Agreement. The term “Company employee” includes any then current employee of Company or any person who has left the employ of Company within the then previous six (6) months. The terms “Company client” and “Company customer” include any parent corporation, subsidiary corporation, affiliate corporation or partner or joint venture of a client or customer. “Company prospect” means any person or entity to whom Company has submitted a bid or proposal within the then immediately preceding six (6) months.

Non-competition. For one year after the officer’s employment with Company terminates, regardless of the reason for termination, the officer will not directly or indirectly Compete (defined below) with Company anywhere Company is doing or planning to do business, nor will he/she engage in any other activity that would conflict with the Company’s business, or interfere with the officer’s obligations to the Company. “Compete” means directly or indirectly: (i) have any financial interest in, (ii) join, operate, control or participate in, or be connected as an officer, employee, agent, independent contractor, partner, principal or shareholder with (except as holder of not more than five percent (5%) of the outstanding stock of any class of a corporation, the stock of which is actively publicly traded) or (iii) provide services in any capacity to those participating in the ownership, management, operation or control of, and/or (iv) act as a consultant or subcontractor to, a Competitive Business (defined below). “Competitive Business” means any corporation, proprietorship, association or other entity or person engaged in the sale, production and/or development of products or the rendering of services of a kind similar to or competitive with that sold, produced, developed or rendered by Company as of the date the officer’s employment relationship terminates.

Effect of Prior Change of Control Agreement or Benefits

Company does not intend for this policy to duplicate any benefits previously extended to employees. Therefore, this policy will not replace or supplement any existing Company agreement or policy providing for benefits in connection with a change of control (however defined). Employees who are covered by such agreements or policies are ineligible for benefits under this policy. However, the Company will permit employees to choose the applicable change of control policy or agreement under which they wish to be protected. Any 16(b) officers otherwise covered by this policy may elect to waive their rights under any prior change of control agreement or policy by signing a written waiver to that effect on or before March 7, 2008. Officers who waive their rights under prior agreements or policies will thereafter be covered by this policy.

Integral Exclusive Arbitration Remedy.

Any disputes associated with this policy and the benefits available under it are resolvable solely and exclusively in arbitration, and all arbitration results shall be final and binding on both parties.

All disputes, claims or causes of action under this policy will be resolved to the fullest extent permitted by law by final and binding confidential arbitration, which may be held only in Portland, Oregon through Judicial Arbitration and Mediation Services, Inc. (JAMS) under its rules and procedures for arbitration of employment disputes (the Rules). JAMS will provide a list of five arbitrators from which both parties may eliminate two to obtain the final arbitrator. Either the Company or the claimant may resort to court solely to enforce the agreement to arbitrate.

This exclusive remedy and Company’s belief in its greater confidentiality, lower procedural cost, and faster resolution is integral to Company’s willingness to advance the change of control benefit here outlined. Resort to litigation to advance a claim to benefits under this policy, except to the limited extent as authorized in this policy for purposes of enforcing the obligation to arbitrate, therefore breaches a precondition of the benefit. One who resorts to litigation, other than as allowed here, for purposes of advancing a claim under this policy will therefore not be eligible to receive any benefit, regardless of the other merits of his or her claim.

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Waiver and Release

TriQuint Semiconductor, Inc. (TriQuint) has offered me the opportunity to choose between the change of control benefits under which I wish to continue my employment.

I am currently a party to a letter agreement dated                      (copy attached).

In consideration of the benefits provided in the TriQuint Change of Control policy dated March 4, 2008, I hereby waive all rights and benefits to which I may become entitled under the attached agreement dated                     , and release TriQuint its directors, officers, agents, employees, attorneys, insurers, related corporations, successors and assigns, from any and all liability, damages or causes of action, whether known or unknown, under and in any way relating to that agreement.

This Waiver and Release (Waiver) shall be interpreted and enforced in accordance with the laws of the State of Oregon, without regard to conflict of law principles. In the event of any suit, action, arbitration or other proceeding to interpret or enforce this Waiver, the prevailing party shall be entitled to its attorney fees, costs, and out-of-pocket expenses, at trial and on appeal. The exclusive jurisdiction for any action to interpret or enforce this Waiver shall be the State of Oregon.

This Waiver shall be binding upon my heirs, executors, administrators and other legal representatives and may be assigned and enforced by TriQuint, its successors and assigns.

The provisions of this Waiver are severable. If any provision of this Waiver or its application is held invalid, the invalidity shall not affect other obligations, provisions, or applications of this Waiver that can be given effect without the invalid obligations, provisions, or applications.

This Waiver constitutes the entire agreement between the parties and supersedes all prior or contemporaneous oral or written understandings, statements, representations or promises with respect to its subject matter. This Waiver is not effective until it is signed by all parties.

EMPLOYEE	TRIQUINT SEMICONDUCTOR, INC.
By:	By:
Date:	Date:

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EX-99.1

Exhibit 99.1

TRIQUINT SEMICONDUCTOR ANNOUNCES AGREEMENT TO

ACQUIRE WJ COMMUNICATIONS, INC.

WJ product innovation expands TriQuint’s RF/Analog product portfolio and RF module capability

HILLSBORO, OR (USA) – March 10, 2008 – TriQuint Semiconductor^® (NASDAQ: TQNT), a leading RF supplier to the wireless communications industry and WJ Communications, Inc. (NASDAQ: WJCI), today announced a definitive agreement for TriQuint to acquire WJ. WJ is a leading supplier of radio frequency (RF) solutions for wireless infrastructure and will expand TriQuint’s reach into this market.

Under the terms of the agreement, TriQuint will acquire by merger all outstanding shares of WJ for $1.00 per share, implying a purchase price of approximately $72 million. Excluding one-time charges, TriQuint expects the deal to be neutral to earnings during fiscal 2008 and accretive thereafter. The transaction has been approved by the Board of Directors of both companies and is expected to close within 90 days, subject to an affirmative vote by WJ shareholders and other customary conditions.

Highlights of the acquisition are:

• Combines WJ design expertise with TriQuint’s advanced technologies

• Expands TriQuint’s presence in the communications infrastructure market

• Provides TriQuint with a Silicon Valley based design center

• Accelerates the evolution to multi-function modules for infrastructure applications

TriQuint has focused on bringing the technical innovation and cost savings it provides in the handset market to the evolving requirements of the communications infrastructure market. WJ shares TriQuint’s vision of combining RF power, switching and filtering in cost effective module solutions for base station and other infrastructure applications.

“We see great synergy with TriQuint in the areas of technology, customer relationships and manufacturing efficiencies. There is very little product overlap and a good cultural fit between our two organizations” commented Bruce Diamond, CEO of WJ. “We bring a broad product line of RF building blocks and modules as well as a talented Silicon Valley based design team to an established leader in the RF market space.”

Through this acquisition, TriQuint expects to expand its presence in the wireless infrastructure market comprised of cellular basestations and wireless and cable broadband infrastructure. “WJ’s solid reputation in these market areas is a wonderful complement to TriQuint’s strengths in design, manufacturing and customer support.” said Ralph Quinsey, CEO of TriQuint. “WJ’s technical expertise combined with the financial strength and stability of TriQuint will provide both innovative products and security of supply to the networks infrastructure customer base.”

Upon closing, it is anticipated that Bruce Diamond, CEO of WJ, will continue with the organization leading the business and assisting in integration.

Thomas Weisel Partners acted as exclusive financial advisor to WJ Communications on this transaction.

Conference Call

A conference call open to all interested parties regarding TriQuint’s acquisition of WJ will take place March 10^th, 2008, at 10:00 AM PDT. To listen to the conference call via telephone, please call (888) 813-6582. A replay will be available for 7 days by dialing (706) 645-9291, passcode 38668579.

FORWARD LOOKING STATEMENTS

This TriQuint Semiconductor, Inc. (Nasdaq: TQNT) press release contains forward-looking statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned that forward-looking statements involve risks and uncertainties. The cautionary statements made in this press release should be read as being applicable to all related statements wherever they appear. Statements containing such words as ‘expects,’ ‘anticipates,’ ‘will,’ ‘leading,’ or similar terms are considered to contain uncertainty and are forward-looking statements. In particular, statements as to expectations of the merger on future earnings, the closing of the merger and the benefits TriQuint will or may obtain from the merger are forward-looking statements. Forward-looking statements relating to expectations about future results or events are based upon information available as of today’s date, and there is no assumed obligation to update any of these statements. The forward-looking statements are not guarantees of future performance, and actual results may vary materially from the results and expectations discussed. For instance, although TriQuint and WJ Communications have signed a merger agreement, there is no assurance that they will complete the proposed merger. The proposed merger may not occur if the companies do not receive necessary approval of WJ Communication’s shareholders, or if it is blocked by a government agency, or if either WJ Communications or TriQuint fail to satisfy other conditions to closing. In addition, a number of factors affect TriQuint’s operating results and could cause its actual future results to differ materially from any results indicated in this press release or in any other forward-looking statements made by, or on behalf of, TriQuint including, but not limited to the inability to: realize synergies, achieve cost effectiveness, expand TriQuint’s presence in the wireless infrastructure market and provide innovative products and security of supply to the networks infrastructure customer base, as well as the other “Risk Factors” set forth in TriQuint’s most recent 10-K and 10-Q report filed with the Securities and Exchange Commission. This and other reports can be found on the SEC web site, www.sec.gov. A reader of this release should understand that these and other risks could cause actual results to differ materially from expectations expressed / implied in forward-looking statements.

FACTS ABOUT TRIQUINT

Founded in 1985, we “Connect the Digital World to the Global Network”™ by supplying high-performance RF modules, components and foundry services to the world’s leading communications companies. Specifically, TriQuint supplies products to four out of the top five cellular handset manufacturers, and is a leading gallium arsenide (GaAs) supplier to major defense and space contractors. TriQuint creates standard and custom products using advanced processes that include gallium arsenide, surface acoustic wave (SAW) and bulk acoustic wave (BAW) technologies to serve diverse markets including wireless handsets, base stations, broadband communications and military. TriQuint is also lead researcher in a 3-year DARPA program to develop advanced gallium nitride (GaN) amplifiers. TriQuint, as named by Strategy Analytics in August 2007, is the number-three worldwide leader in GaAs devices and the world’s largest commercial GaAs foundry. TriQuint has ISO9001 certified manufacturing facilities in Oregon, Texas, and Florida and a production plant in Costa Rica; design centers are located in North America and Germany. Visit TriQuint at www.triquint.com/rf to register for our newsletters.

FACTS ABOUT WJ Communications, Inc.

WJ Communications, Inc. is a leading provider of radio frequency (RF) solutions serving multiple markets targeting wireless communications, RF identification (RFID), WiMAX, and RF power solutions. WJ addresses the RF challenges in these multiple markets with its highly reliable amplifiers, mixers, RF integrated circuits (RFICs), RFID reader modules, chipsets, and multi-chip (MCM) modules. For more information visit www.wj.com or call 408-577-6200.

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