UNITRODE CORP
8-K, 1997-11-18
SEMICONDUCTORS & RELATED DEVICES
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                       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) NOVEMBER 10, 1997




                              UNITRODE CORPORATION
                              --------------------
             (Exact name of registrant as specified in its charter)



            MARYLAND                   1-5609                   04-2271188
            --------                   ------                   ----------
State or other jurisdiction of      (Commission                IRS Employer
incorporation or organization)      File Number)             Identification No.)




7 Continental Boulevard, Merrimack, NH                            03054
- ----------------------------------------                        ----------
(Address of principal executive offices)                        (Zip Code)




Registrant's telephone number, including area code: (603) 424-2410





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ITEM 5. OTHER EVENTS.

On November 10, 1997, Unitrode Corporation issued a press release announcing the
appointment of Robert J. Richardson as President and Chief Executive Officer and
a director of the Company. Mr. Richardson's appointment as a director fills a
vacancy on the Board of Directors created by the resignation of Edward H.
Browder as a director. Robert L. Gable, who was Chief Executive Officer of the
Company, will remain with the Company as Chairman of the Board of Directors (see
copy of press release attached).

On November 11, 1997, the Board of Directors of the Company authorized the
repurchase of up to one (1) million shares of its common stock from time to time
in the open market. Whether any such repurchases will be made, and the number of
shares purchased, will depend upon the availability of shares at acceptable
price levels (see copy of press release attached).




ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a)       Financial statements of businesses acquired:

                  Not applicable.

(b)       Pro Forma financial information:

                  Not applicable.

(c)       Exhibits:

                  (99)(a) Press Release dated November 10, 1997 
                  (99)(b) Press release dated November 17, 1997.




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<PAGE>   3

                                   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.



                                          UNITRODE CORPORATION
                                          (Registrant)



                                          By: /s/ Allan R. Campbell
                                              ---------------------------------
                                              Senior Vice President
                                              and General Counsel






                                  EXHIBIT INDEX


Exhibit No.                                                             Page No.
- --------------------------------------------------------------------------------
(99)(a)  Press Release dated                                               4
         November 11, 1997

(99)(b)  Press Release dated                                               6
         November 17, 1997







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<PAGE>   1

                                                             EXHIBIT NO. (99)(a)



                                      For further information, please contact:
                                      S. Kelley MacDonald, Vice President,
                                      Corporate Communications,
                                      Unitrode Corporation,
                                      7 Continental Boulevard
                                      Merrimack, NH  03054
                                      (603) 429-8767
                                      e-mail: [email protected]


                RICHARDSON ELECTED PRESIDENT AND CEO OF UNITRODE;
                           GABLE CONTINUES AS CHAIRMAN


Merrimack, NH (November 10, 1997) -- Unitrode Corporation (NYSE--UTR), a
manufacturer of analog/linear and mixed-signal integrated circuits, today
announced that Robert J. Richardson has been named President and Chief Executive
Officer and a Director, effective November 11, 1997. As CEO, Mr. Richardson
succeeds Robert L. Gable who will continue as Chairman of the Board. He also
succeeds Edward H. Browder who has resigned as President and a Director to
continue his career on the West coast. Richardson will report directly to the
Board of Directors.

For the past five years, Richardson has held senior management positions of
increasing responsibility at Silicon Valley Group, Inc. (SVGI), most recently
serving as Vice President, New Business Development and Corporate Marketing.
Prior to that, he served as Vice President and General Manager, Track Systems
Division and President, SVG Lithography at SVGI. From 1988 until 1992, he was
President and General Manager of the Santa Cruz Division of Plantronics, Inc.
Previous experience included management positions at Motorola, Inc. and Source
Technology Corporation.

Richardson holds a B.S. in Electrical Engineering and Computer Design from St.
Louis University and an M.B.A from Southern Illinois University. He served in
the United States Air Force, attaining the rank of captain.




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<PAGE>   2

Commenting on the transition in management, Robert L. Gable, Chairman of the
Board of Unitrode said, "With confidence I turn over the responsibilities of
Chief Executive Officer to Bob Richardson. He is an outstanding leader in our
industry. His record at Silicon Valley Group demonstrates his ability to lead a
company like Unitrode to the next level of growth. An effective communicator,
Bob knows how to build a business on well-defined market strategies, effective
product development, and meaningful customer relationships."

Gable added, "My continuing role as Chairman at Unitrode will focus on strategic
initiatives and external issues, including investor relations."

Gable concluded, "Our successful growth over the past two years is largely due
to Ed Browder's leadership. Unitrode wishes Ed well as he returns to the West
coast to re-join his family and continue his career there; during the transition
Ed will work in our San Jose office consulting with Bob and me on strategic
issues."

Unitrode designs and manufactures analog/linear integrated circuits, principally
to perform power management, motion control, and interface functions. Its
products are sold throughout the world for a variety of computer, tele- and
data- communications, defense/aerospace, industrial, and automotive
applications. Further information about Unitrode may be found at the Company's
homepage site: http://www.unitrode.com.

                                      (END)


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<PAGE>   1

                                                                 EXHIBIT (99)(b)



                                       For further information, please contact:
                                       S. Kelley MacDonald, Vice President,
                                       Corporate Communications,
                                       Unitrode Corporation,
                                       7 Continental Boulevard
                                       Merrimack, NH  03054
                                       (603) 429-8767
                                       e-mail: [email protected]


                  UNITRODE BOARD AUTHORIZES PROGRAM TO PURCHASE
                  UP TO ONE MILLION SHARES OF ITS COMMON STOCK


Merrimack, NH (November 17,1997) -- Unitrode Corporation (NYSE--UTR), a
manufacturer of analog/linear and mixed-signal integrated circuits, today
announced that its Board of Directors has authorized the repurchase of up to one
million shares of its Common Stock. It is expected that the Company will
repurchase the shares from time to time in the open market. Whether any such
repurchases will be made, and the number of shares purchased, will depend upon
the availability of shares at acceptable price levels.

Effective October 6, 1997, Unitrode issued a two-for-one stock split; as of
November 1, 1997, the Company had approximately 24.2 million shares outstanding.

Unitrode designs and manufactures analog/linear integrated circuits, principally
to perform power management, motion control, and interface functions. Its
products are sold throughout the world for a variety of computer, tele- and
data- communications, defense/aerospace, industrial, and automotive
applications. Further information about Unitrode may be found at the Company's
homepage site: http://www.unitrode.com.


                                      (END)





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