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
June 15, 1998
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(Date of earliest event reported)
Unitrode Corporation
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(Exact name of Registrant as specified in its charter)
Maryland 1-5609 04-2271186
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(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
7 Continental Boulevard, Merrimack, New Hampshire 03054
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(Address of principal executive offices, including zip code)
(603) 424-2410
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On June 15, 1998, Unitrode Corporation ("Unitrode") issued a
press release announcing that the Board of Directors of Unitrode has
withdrawn its recommendation to the Unitrode stockholders that such
stockholders vote in favor of the proposal described in the Joint Proxy
Statement - Prospectus previously filed with the SEC on May 28, 1998 and
sent to the Unitrode stockholders to approve the issuance by Unitrode of up
to 11,419,672 shares of common stock, par value $.01 per share, of Unitrode
in connection with the proposed merger of Merrimack Corporation, a Delaware
corporation and a wholly owned subsidiary of Unitrode ("Sub"), with and
into BENCHMARQ Microelectronics, Inc. ("BENCHMARQ") pursuant to an
Agreement and Plan of Merger dated as of March 2, 1998 (the "Merger
Agreement"), by and among Unitrode, Sub and BENCHMARQ.
A copy of such press release is filed as an exhibit to this
Report on Form 8-K and is incorporated herein by reference.
ITEM 7(c) EXHIBITS.
99.1 Press Release dated June 15, 1998.
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.
UNITRODE CORPORATION
By: /s/ Allan R. Campbell
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Allan R. Campbell
Senior Vice President, General
Counsel and Secretary
Dated: June 15, 1998
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated June 15, 1998
PRESS RELEASE
Contact: S. Kelley MacDonald, Vice President, Corporate Communications
Tel: (603) 429-8767 email: [email protected]
UNITRODE BOARD OF DIRECTORS WITHDRAWS
RECOMMENDATION OF BENCHMARQ ACQUISITION
Merrimack, NH (June 15, 1998) Unitrode Corporation (NYSE-UTR), a
manufacturer of analog/linear and mixed-signal integrated circuits, today
announced that its Board of Directors has withdrawn its recommendation that
Unitrode shareholders approve the issuance of shares of Unitrode common
stock pursuant to the Agreement and Plan of Merger entered into with
BENCHMARQ Microelectronics, Inc., (NASDAQ BMRQ) as of March 2, 1998.
Unitrode stated that it is not terminating the Agreement and Plan of Merger
at this time, but is reserving its rights to do so in accordance with the
terms of the Agreement. Unitrode further noted that BENCHMARQ has today
issued a press release as to its anticipated second quarter results.
Unitrode anticipates that additional information with respect to its
Stockholders Meeting, currently scheduled for June 29, 1998, will be
provided to stockholders shortly.
Unitrode designs and manufactures analog/linear and mixed-signal 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)
7 Continental Blvd. Merrimack, NY 03054 Tel (603) 424-2410
Fax (603) 429-8771 http://www.unitrode.com
