SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 23, 1998
(Date of earliest event reported)
UNITRODE CORPORATION
(Exact name of Registrant as specified in its charter)
Maryland 1-5609 04-2271188
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
7 Continental Boulevard, Merrimack, NH 03054
(Address of principal executive offices, including zip code)
(603) 424-2410
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
In the 8-K filing of June 24, 1998, the exercise price for the option
was inadvertently misstated as $11.13 per share in both the Form 8-K and in
the Amendment to the Stock Option Agreement, attached as Exhibit 2.2
thereto. The correct exercise price for the option is $11.38. This
amended 8-K and the attached Amendment to the Stock Option Agreement have
been changed to reflect this corrected option price.
On June 23, 1998, Unitrode Corporation a Maryland corporation (the
"Registrant"), Merrimack Corporation, a Delaware corporation and a wholly
owned subsidiary of Unitrode ("Sub") and BENCHMARQ Microelectronics, Inc.,
a Delaware corporation ("BENCHMARQ"), agreed to amend their previously
reported Agreement and Plan of Merger, dated as of March 2, 1998 (the
"Merger Agreement"), pursuant to an Amendment to Agreement and Plan of
Merger (the Merger Agreement, as so amended, the "Amended Merger
Agreement").
Under the terms of the Amended Merger Agreement, BENCHMARQ
stockholders will receive one share (the "Exchange Ratio") of the
Registrant's common stock, par value $.01 per share, for each outstanding
share of BENCHMARQ common stock, par value $.001 per share ("BENCHMARQ
Common Stock") and no adjustments to the Exchange Ratio will be made
regardless of the trading value of the stock. The other changes to the
Merger Agreement effected by the Amended Merger Agreement relate to certain
representations and warranties, and the termination and termination fees
provisions.
On June 23, 1998, the Registrant and BENCHMARQ amended the Stock
Option Agreement (the "Stock Option Agreement") dated as of March 2, 1998
(the Stock option Agreement, as so amended, the "Amended Stock Option
Agreement") to modify certain termination events and to change the exercise
price of the option to $11.38 per share.
On June 23, 1998, the Registrant and certain stockholders of BENCHMARQ
amended Voting Agreement (the "Voting Agreement") dated as of March 2, 1998
(the Voting Agreement, as so amended, the "Amended Voting Agreement") to
reflect the obligation of such stockholders to vote their shares of
BENCHMARQ Common Stock at a meeting of BENCHMARQ stockholders in favor of
the transactions contemplated by the Amended Merger Agreement.
The foregoing is qualified in its entirety by reference to the
Amendment to Agreement and Plan of Merger, the Amendment to Stock Option
Agreement and the Amendment to Voting Agreement, and the Registrant's and
BENCHMARQ's joint press release dated June 24, 1998, copies of which are
attached as exhibits hereto and which are incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
Exhibit No. Description
2.1 Amendment to Merger Agreement, dated as of June 23, 1998, by
and among Unitrode Corporation, Merrimack Corporation and
BENCHMARQ Microelectronics, Inc.
2.2 Amendment to Stock Option Agreement dated as of June
23, 1998, by and among Unitrode Corporation, Merrimack
Corporation and BENCHMARQ Microelectronics, Inc.
2.3 Amendment to Voting Agreement, dated as of June 23, 1998, by
and among Unitrode Corporation, Merrimack Corporation and
BENCHMARQ Microelectronics, Inc.
99.1 Form of Joint Press Release issued by Unitrode Corporation
and BENCHMARQ Microelectronics, Inc. on June 24, 1998.
SIGNATURE
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.
UNITRODE CORPORATION
By: /s/ Robert J. Richardson
--------------------------
Robert J. Richardson
Date: June 24, 1998
Exhibit Index
Exhibit No. Description Sequential
Page No.
2.1 Amendment to Merger Agreement, dated as of
June 23, 1998, by and among Unitrode Corporation,
Merrimack Corporation and BENCHMARQ
Microelectronics, Inc.
2.2 Amendment to Stock Option Agreement dated as of
June 23, 1998, by and among Unitrode Corporation,
Merrimack Corporation and BENCHMARQ
Microelectronics, Inc.
2.3 Amendment to Voting Agreement, dated as of June 23,
1998, by and among Unitrode Corporation, Merrimack
Corporation and BENCHMARQ Microelectronics, Inc.
99.1 Form of Joint Press Release issued by Unitrode
Corporation and BENCHMARQ Microelectronics, Inc.
on June 24, 1998.
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment")
is being entered into as of June 23, 1998, by and among Unitrode
Corporation, a Maryland corporation (the "Acquiror"), Merrimack
Corporation, a Delaware corporation and a wholly owned subsidiary of the
Acquiror ("Newco"), and BENCHMARQ Microelectronics, Inc., a Delaware
corporation (the "Company").
The Acquiror, Newco and the Company are parties to an Agreement
and Plan of Merger, dated as of March 2, 1998 (the "Agreement"), and desire
to amend certain terms and provisions of the Agreement as set forth
therein.
NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants contained herein and the consummation of the transactions
contemplated by the Agreement, the Acquiror, Newco and the Company agree as
follows (with capitalized terms used and not defined herein having their
respective meanings ascribed to them in the Agreement):
1. Defined Terms. (a) The definition of "Acquiror's Disclosure
Letter" as set forth in Section 1.2 of the Agreement is hereby amended to
read in its entirety as follows:
"'Acquiror's Disclosure Letter' will mean a letter of even
date with the Amendment to this Agreement dated as of June 23, 1998, by and
among the Acquiror, Newco and the Company (the "Amendment") delivered by
the Acquiror to the Company concurrently with the execution of the
Amendment, which, among other things, will identify exceptions to the
Acquiror's representations and warranties contained in Article V by
specific section and subsection references."
(b) The definition of "Company's Disclosure Letter" as set forth
in Section 1.2 of the Agreement is hereby amended to read in its entirety
as follows:
"'Company's Disclosure Letter' will mean a letter of even
date with the Amendment delivered by the Company to the Acquiror Companies
concurrently with the execution of the Amendment, which, among other
things, will identify exceptions to the Company's representations and
warranties contained in Article IV by specific section and subsection
references."
(c) The definition of "Exchange Ratio" as set forth in Section
1.2 of the Agreement is hereby amended to read in its entirety as follows:
"'Exchange Ratio' will mean the ratio of conversion of
Company Common Stock into Acquiror Common Stock pursuant to the Merger as
provided in the first sentence of Subsection 3.1(a)."
2. Merger Consideration. (a) Section 3.1(a) of the Agreement
is hereby amended to read in its entirety as follows:
"Subject to the other provisions of this Article III, each share
of Company Common Stock issued and outstanding immediately prior
to the Effective Time (excluding any Company Common Stock
described in Subsection 3.1(c)) will be converted into the right
to receive one (1) share of Acquiror Common Stock (and the
associated Acquiror Right) (the "Exchange Ratio").
Notwithstanding the foregoing, if between the date of this
Agreement and the Effective Time the outstanding shares of the
Acquiror Common Stock or the Company Common Stock shall have been
changed into a different number of shares or a different class,
by reason of any stock dividend, subdivision, reclassification,
recapitalization, split, conversion, consolidation, combination
or exchange of shares, the Exchange Ratio will be correspondingly
adjusted to reflect such stock dividend, subdivision,
reclassification, recapitalization, split, conversion,
consolidation, combination or exchange of shares."
(b) Section 3.2 of the Agreement is hereby amended to read in its
entirety as follows:
"[THIS SECTION INTENTIONALLY LEFT BLANK.]"
3. Representations and Warranties.
(a) Section 4.8(a) of the Agreement is hereby amended to read in
its entirety as follows:
"(a) except as set forth in Subsection 4.8(a) of the
Company's Disclosure Letter, since March 31, 1998,
(i) no event or events (other than any event that is
directly attributable to the prospect of consummation
of the Merger or is of general application to all or a
substantial portion of the Company's industry and other
than any event that is expressly subject to any other
representation or warranty contained in this
Article IV) have to the Knowledge of the Company,
occurred that, individually or in the aggregate, would
constitute or cause a Material Adverse Effect on the
Company and (ii) there have not been any change or
changes (other than any change that is directly
attributable to the prospect of consummation of the
Merger or is of general application to all or a
substantial portion of the Company's industry and other
than any change that is expressly subject to any other
representation or warranty contained in this
Article IV) in the business, condition (financial or
other), results of operations, properties, assets or
liabilities of the Company or its Subsidiaries which
would have, in the aggregate, a Material Adverse Effect
on the Company."
(b) Section 4.22 of the Agreement is hereby amended to read in
its entirety as follows:
"The Board of Directors of the Company has received the opinion
of Prudential Securities, Inc., the Company's financial advisor,
substantially to the effect that, as of June 23, 1998, the
consideration to be received by the holders of Company Common
Stock in the Merger is fair to such holders from a financial
point of view, a copy of which opinion has been provided to the
Acquiror."
(c) Section 5.8(a) of the Agreement is hereby amended to read in
its entirety as follows:
"(a) Except as set forth in Subsection 5.8(a) of the
Acquiror's Disclosure Letter, since May 2, 1998, (i) no
event or events (other than any event that is directly
attributable to the prospect of consummation of the
Merger or is of general application to all or a
substantial portion of the Acquiror's industry and
other than any event that is expressly subject to any
other representation or warranty continued in this
Article V) have to the Knowledge of the Acquiror,
occurred that, individually or in the aggregate, would
constitute or cause a Material Adverse Effect on the
Acquiror and (ii) there have not been any change or
changes (other than any change that is directly
attributable to the prospect of consummation of the
Merger or is of general application to all or a
substantial portion of the Acquiror's industry and
other than any change that is expressly subject to any
other representation or warranty contained in this
Article V) in the business, condition (financial or
other), results of operations, properties, assets or
liabilities of the Acquiror or its Subsidiaries which
would have, in the aggregate, a Material Adverse Effect
on the Acquiror."
(d) Section 5.14 of the Agreement is hereby amended to read in
its entirety as follows:
"The Board of Directors of the Acquiror has received the opinion
of Adams, Harkness & Hill, Inc., the Acquiror's financial
advisor, substantially to the effect that, as of June 23, 1998,
the consideration to be received by the holders of Acquiror
Common Stock in the Merger is fair to such holders from a
financial point of view, a copy of which opinion has been
provided to the Company."
4. Covenants. Section 6.1 of the Agreement is hereby amended in
its entirety to read:
"(a) Each of the Company and the Acquiror hereby covenants and
agrees that, except as set forth in Section 6.1(a) of the
Company's Disclosure Letter or Section 6.1(a) of the Acquiror's
Disclosure Letter, as the case may be, prior to the Effective
Time, unless otherwise expressly contemplated by this Agreement
or consented to in writing by the other, it will and will cause
its Subsidiaries to operate its business in the usual and
ordinary course consistent with past practice and use all
reasonable efforts to preserve substantially intact its business
organization, maintain its rights and franchises, retain the
services of its respective key employees and preserve the
goodwill of those having business relationships with it,
including customers and suppliers. The Company further covenants
and agrees that prior to the Effective Time, except as otherwise
consented to in writing by the Acquiror, it will and will cause
its Subsidiaries to maintain and keep its properties and assets
in as good repair and condition as at present, ordinary wear and
tear excepted, and use all reasonable efforts to keep in full
force and effect insurance and bonds comparable in amount and
scope of coverage to that currently maintained, except in each
case for any matters that, individually or in the aggregate,
would not have a Material Adverse Effect on the Company."
5. Termination. (a) Section 9.1(h) of the Agreement is hereby
amended to read in its entirety as follows:
"[THIS SECTION INTENTIONALLY LEFT BLANK.]"
(b) Section 9.1(j) of the Agreement is hereby amended to read in
its entirety as follows:
"(j) by the Company, if from and after the date of the
Amendment, the Board of Directors of the Acquiror fails
to recommend approval by the stockholders of the
Acquiror of the issuance of shares of Acquiror Common
Stock pursuant to this Agreement or withdraws or
modifies (or publicly announces an intention to
withdraw or modify) its approval and recommendation in
a manner materially adverse to the Company or shall
have resolved to do any of the foregoing;".
6. Termination Fees. (a) Section 9.2(b) of the Agreement is
hereby amended to read in its entirety as follows:
"(b) If this Agreement is terminated: (i) by the Acquiror
pursuant to clause (i) of Subsection 9.1(i) hereof (except if
circumstances exist that would allow the Company to terminate
this Agreement pursuant to Subsection 9.1(c) hereof as a result
of a Material Adverse Effect on the Acquiror); (ii) by the
Acquiror pursuant to Subsection 9.1(i) hereof under any
circumstances other than those described in clause (i) of this
Subsection 9.2(b); (iii) by Acquiror or Company pursuant to
Subsection 9.1(f) hereof because of the failure to obtain the
required approval from the Company stockholders and at the time
of such termination or prior to the Company Stockholders' Meeting
there shall have been an Acquisition Proposal (whether or not
such offer, proposal, announcement or agreement shall have been
rejected or shall have been withdrawn prior to the time of such
termination or of the Company Stockholders' Meeting); or (iv) by
Acquiror as a result of Company's material breach of Section 7.3
or Subsection 7.1(a) hereof, the Company shall promptly pay to
Acquiror or the Company by wire transfer of same day funds not
later than two Business Days after the date of such termination a
termination fee of $4,528,000 (the "Termination Fee"), provided,
however, that if this Agreement is terminated by Acquiror or the
Company pursuant to Subsection 9.1(f) hereof under the
circumstances described in Subsection 9.2(b)(iii) hereof, and at
the time of such termination the stockholders of the Acquiror
shall have failed to approve the issuance of Acquiror Common
Stock pursuant to this Agreement, the Acquiror shall not be
entitled to the Termination Fee."
(b) Section 9.2(c) of the Agreement is hereby amended to read
in its entirety as follows:
"(c) If this Agreement is terminated by the Company
pursuant to: (i) Subsection 9.1(c) hereof as a result
of the Acquiror's material breach of Subsection 7.1(b)
or Section 7.3 hereof or (ii) Subsection 9.1(j) hereof
(except in the case of any termination pursuant to
Subsection 9.1(j) hereof described below), the Acquiror
shall promptly pay to the Company by wire transfer of
same day funds not later than two Business Days after
written demand therefor, up to $500,000 to reimburse
the Company for up to that amount of the Company's
actual, verifiable out-of-pocket expenses incurred by
the Company in connection with the Merger. If this
Agreement is terminated by the Company pursuant to
Subsection 9.1(g), the Acquiror shall promptly pay to
the Company by wire transfer of same day funds not
later than two Business Days after written demand
therefor, up to $250,000 to reimburse the Company for
up to that amount of the Company's actual, verifiable
out-of-pocket expenses incurred by the Company in
connection with the Merger. If this Agreement is
terminated by the Company pursuant to Subsection 9.1(j)
hereof, and at the time of such termination there shall
have been an Acquiror Acquisition Proposal (whether or
not such offer, proposal, announcement or agreement
shall have been rejected or shall have been withdrawn
prior to the time of such termination), and the
stockholders of Acquiror shall have failed to approve
the issuance of Acquiror Common Stock pursuant to this
Agreement, the Acquiror shall promptly pay to the
Company by wire transfer of same day funds not later
than two Business Days after the date of such
termination fee of $2,000,000.
7. Agreement in Full Force and Effect.
(a) The Company hereby represents and warrants to the Acquiror
Companies that (i) each of the representations and warranties of the
Company contained in the Agreement, as amended hereby, is true and correct
as of the date hereof and (ii) each of the agreements and covenants of the
Company required by the Agreement, as amended hereby, to have been complied
with prior to the date hereof has been complied with in all respects.
(b) The Acquiror Companies hereby represent and warrant to the
Company that (i) each of the representations and warranties of the Acquiror
Companies contained in the Agreement, as amended hereby, is true and
correct as of the date hereof and (ii) each of the agreements and covenants
of the Acquiror Companies required by the Agreement, as amended hereby, to
have been complied with prior to the date hereof has been complied with in
all respects.
(c) The Agreement, as amended by this Amendment, shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be signed by their duly authorized officers as of the date first above
written.
UNITRODE CORPORATION
By /s/ Robert J. Richardson
---------------------------------
Name: Robert J. Richardson
Title: President and Chief Executive
Officer
MERRIMACK CORPORATION
By /s/ Robert J. Richardson
----------------------------------
Name: Robert J. Richardson
Title: President and Chief Executive
Officer
BENCHMARQ MICROELECTRONICS, INC.
By /s/ Alan Schuele
----------------------------------
Name: Alan Schuele
Title: President and Chief Executive
Officer
AMENDMENT TO STOCK OPTION AGREEMENT
THIS AMENDMENT TO STOCK OPTION AGREEMENT (this "Amendment") is
being entered into as of June 23, 1998, by and between Unitrode
Corporation, a Maryland corporation ("Grantee"), and BENCHMARQ
Microelectronics, Inc., a Delaware corporation (the "Company").
WHEREAS, the Company, Grantee and Merrimack Corporation, a Delaware
corporation and a wholly owned subsidiary of Grantee ("Newco"), entered
into an Agreement and Plan of Merger dated as of March 2, 1998 (the
"Original Agreement"), which provides, among other things, that Newco shall
be merged with and into the Company pursuant to the terms and conditions
thereof; and
WHEREAS, as an essential condition and inducement to Grantee to enter
into the Original Agreement and in consideration therefor, the Company
entered into a Stock Option Agreement as of March 2, 1998 (the "Stock
Option Agreement"); and
WHEREAS, the Company, Grantee and Newco are contemporaneously with the
execution of this Amendment entering into an Amendment to the Original
Agreement amending certain provisions of the Original Agreement (as so
amended, the "Amended Agreement"); and
WHEREAS, as an essential condition and inducement to Grantee to enter
into the Amended Agreement and in consideration therefor, the Company has
agreed to enter into this Amendment;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein and in the Amended Agreement, and
intending to be legally bound hereby, the parties hereto hereby agree as
follows (with capitalized terms used and not defined herein having their
respective meanings ascribed to them in the Amended Agreement):
1. References to the Merger Agreement. All references to the
Merger Agreement in the Stock Option Agreement are hereby amended to refer
to the Amended Agreement.
2. Grant of Option. Section 1 of the Stock Option Agreement
is amended in its entirety to read as follows:
"The Company hereby grants to Grantee an unconditional, irrevocable
option (the "Option") to purchase, subject to the terms hereof, 955,158
shares (such shares being referred to herein as the "Option Shares") of
fully paid and nonassessable common stock, par value $.001 per share, of
the Company ("Company Common Stock"), equal to approximately ten percent
(10%) of the number of shares of Company Common Stock issued and
outstanding (on a fully diluted basis after giving effect to the exercise
of the Option) as of March 2, 1998 at a purchase price of $11.38 per share
of Company Common Stock, as adjusted in accordance with the provisions of
Section 8 (such price, as adjusted if applicable, the "Option Price")."
3. Option Termination Events. Section 2(b)(ii) of the Stock
Option Agreement is amended in its entirety to read as follows:
"(ii) termination of the Merger Agreement (A) by either party pursuant
to Subsection 9.1(d) of the Merger Agreement, provided that the matter
giving rise to the Order (as defined in the Merger Agreement) providing the
basis for termination under Subsection 9.1(d) of the Merger Agreement shall
not have been initiated by the Company or any Person who initiates an
Acquisition Proposal (as such term is defined in the Merger Agreement), (B)
by the Company pursuant to Subsection 9.1(c) or Subsection 9.1(j) of the
Merger Agreement, (C) by either the Company or the Grantee pursuant to
Subsection 9.1(g) of the Merger Agreement, (D) by both parties pursuant to
Subsection 9.1(a) of the Merger Agreement, (E) by the Company or the
Grantee pursuant to Subsection 9.1(e) of the Merger Agreement (if there
exists circumstances that would permit termination of the Merger Agreement
by the Company pursuant to Subsection 9.1(e) of the Merger Agreement), (F)
by the Grantee pursuant to Subsection 9.1(i)(i) of the Merger Agreement (if
circumstances exist that would allow the Company to terminate the Merger
Agreement pursuant to Subsection 9.1(c) of the Merger Agreement as a result
of a change that would have a Material Adverse Effect with respect to
Grantee) or (G) by either party pursuant to any other provision of the
Merger Agreement; provided (in the case of Subsection 2(b)(ii)(G) hereof)
such termination occurs prior to the occurrence of an Acquisition
Proposal."
4. Stock Option Agreement in Full Force and Effect. The Stock
Option Agreement, as amended by this Amendment, shall continue in full
force and effect.
IN WITNESS WHEREOF, each of the parties hereto have caused this
Amendment to be duly executed as of the date first written above.
BENCHMARQ MICROELECTRONICS, INC.
By: /s/ Alan R. Schuele
_____________________________________
Name: Alan R. Schuele
Title: President and Chief Executive
Officer
UNITRODE CORPORATION
By: /s/ Robert J. Richardson
_____________________________________
Name: Robert J. Richardson
Title: President and Chief Executive
Officer
AMENDMENT TO VOTING AGREEMENT
THIS AMENDMENT TO VOTING AGREEMENT (this "Amendment") is being
entered into as of June 23, 1998, by and among Alan R. Schuele, Derrell C.
Coker, L.J. Sevin, Harvey B. Cash, Dietrich Erdmann, Jack Kilby and Charles
H. Phipps (the "Stockholders"), and Unitrode Corporation, a Maryland
corporation ("Unitrode").
WHEREAS, BENCHMARQ Microelectronics, Inc., a Delaware corporation (the
"Company"), Unitrode and Merrimack Corporation, a Delaware corporation and
a wholly owned subsidiary of Unitrode, entered into an Agreement and Plan
Merger dated as of March 2, 1998 (the "Original Agreement"), which
provides, among other things, that Newco shall be merged with and into the
Company pursuant to the terms and conditions thereof; and
WHEREAS, as an essential condition and inducement to Unitrode to enter
into the Original Agreement and in consideration therefor, the Stockholders
entered into a Voting Agreement dated as of March 2, 1998 (the "Voting
Agreement"); and
WHEREAS, the Company, Unitrode and Newco are contemporaneously with
the execution of this Amendment entering into an Amendment to the Original
Agreement amending certain terms and provisions of the Original Agreement
(as so amended, the "Amended Agreement"); and
WHEREAS, as an essential condition and inducement to Unitrode to enter
into the Amended Agreement and in consideration therefor, the Stockholders
have agreed to enter into this Amendment; and
WHEREAS, as of the date hereof, the Stockholders own of record and
beneficially the shares of common stock, par value $.001 per share, of the
Company (the "Company Common Stock") set forth opposite their respective
names on Schedule A hereto and wish to enter into this Amendment with
respect to such shares of Company Common Stock and options to purchase
shares of Company Common Stock;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein and in the Amended Agreement, and
intending to be legally bound hereby, the parties hereto hereby agree as
follows (with capitalized terms used and not defined herein having their
respective meanings ascribed to them in the Amended Agreement):
1. References to the Merger Agreement. All references to the
Merger Agreement in the Voting Agreement are hereby amended to refer to the
Amended Agreement.
2. Voting Agreement in Full Force and Effect. The Voting
Agreement, as amended by this Amendment, shall continue in full force and
effect.
IN WITNESS WHEREOF, each of the parties hereto have caused this
Amendment to be duly executed as of the date first written above.
/s/ Alan R. Schuele
_______________________
Alan R. Schuele
/s/ Derrell C. Coker
_______________________
Derrell C. Coker
/s/ L. J. Sevin
_______________________
L. J. Sevin
/s/ Harvey B. Cash
_______________________
Harvey B. Cash
/s/ Dietrich Erdmann
_______________________
Dietrich Erdmann
/s/ Jack Kilby
_______________________
Jack Kilby
/s/ Charles H. Phipps
_______________________
Charles H. Phipps
UNITRODE CORPORATION
By: /s/ Robert J. Richardson
____________________________
Name: Robert J. Richardson
Title: President and Chief Executive
Officer
VOTING AGREEMENT
SCHEDULE A
Number of Shares of Company Common
Stockholder: Stock Owned by Stockholder:
L.J. Sevin 695,120
Jack Kilby 6,250
Derrell C. Coker 72,755
Dietrich Erdmann 605,212
Harvey B. Cash 43,850
Charles H. Phipps 40,422
Alan R. Schuele 0
For further information, please contact:
At BENCHMARQ: At Unitrode:
Patty Smith S. Kelley MacDonald, Vice President
Manager, Corporate Communications Corporate Communications,
BENCHMARQ Microelectronics, Inc. Unitrode Corporation,
17919 Waterview Parkway 7 Continental Boulevard
Dallas, TX 75252 Merrimack, NH 03054
(972)-437-9195 (603) 429-8767
e-mail: [email protected] e-mail: [email protected]
UNITRODE AND BENCHMARQ ANNOUNCE AMENDED MERGER AGREEMENT;
EXCHANGE RATIO SET AT ONE-TO-ONE
Merrimack, NH (June 24 , 1998) -- Unitrode Corporation (NYSE--UTR) and
BENCHMARQ Microelectronics, Inc. (NASDAQ--BMRQ) jointly announced today
that their respective boards of directors have unanimously approved an
amended merger agreement. Under the terms of the revised agreement
BENCHMARQ stockholders will receive one share of Unitrode Common Stock for
each share of BENCHMARQ Common Stock outstanding, with this exchange ratio
not subject to further adjustment. Based on the June 23, 1998 closing price
of Unitrode Common Stock on the New York Stock Exchange and the current
number of shares outstanding, the transaction is valued at approximately
$80.9 million. Other than the addition of certain termination fees payable
to BENCHMARQ by Unitrode under the terms of the revised agreement, the
other material financial terms of the previously negotiated agreement
remain in force.
Both companies will convene and then adjourn the previously scheduled
stockholder meetings on June 29, 1998 to a date to be announced. The record
dates for each company's meeting will remain the same as those governing
the June 29, 1998 meetings. The companies will file an amended joint proxy
statement/prospectus with the Securities and Exchange Commission as soon as
possible. Following SEC clearance, stockholders will receive revised proxy
materials which will replace those mailed earlier. Robert J. Richardson,
currently President and Chief Executive Officer of Unitrode, who will
become Chairman and Chief Executive Officer of the combined company,
commented, "We are pleased to announce that the two companies have reached
this new agreement, and the strategic advantages of the merger remain very
compelling. Portable power is forecast to be one of the most rapidly
growing segments of the power management market. The design strengths,
sales presence, marketing capabilities, and the manufacturing resources are
complementary. The combined product lines of each company should create an
unbeatable leader in this area."
Alan R. Schuele, currently President and Chief Executive Officer of
BENCHMARQ, who will assume the position of President and Chief Operating
Officer, said, "We are pleased that this new agreement preserves the
strategic plans under development for the combined company. The opportunity
for BENCHMARQ to serve broader and more stable markets with its precision
mixed-signal products should enhance the Company's value to stockholders,
customers, and employees alike."
Unitrode Corporation 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.
BENCHMARQ Microelectronics, Inc. designs and manufactures battery
management ICs and modules and nonvolatile product, which include RTC ICs
and modules, and NVSRAM modules and nonvolatile controller ICs and modules.
BENCHMARQ markets its products world wide through a network of distributors
and independent manufacturers' representatives.
Regarding BENCHMARQ Microelectronics, Inc:
The statements contained in this press release, other than historical
information, constitute forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 and various factors
may impact upon such statements, including, without limitation, (i) certain
of the risks detailed from time-to-time in the Company's filings with the
SEC, including, without limitation, its: prospectus, dated December 1,
1995, as supplemented on December 21, 1995; Annual Report on Form 10-K for
the fiscal year ended December 31, 1997; and Quarterly Report on Form 10-Q
for the three-month period ended March 31, 1998; (ii) inability of the
Company to satisfy its production/delivery obligations due to disruption of
production; (iii) inability to obtain raw materials; (iv) cancellation of
orders by customers; (v) changes in the credit worthiness of customers;
(vi) political and/or economic disruption in the markets for the Company's
products; (vii) changes in demand for the Company's products; (viii)
changes in pricing for the Company's products; (ix) obsolescence of the
Company's products; (x) expenses related to legal disputes and adverse
legal rulings in such disputes; (xi) inability of the Company to timely
complete the development of certain of its products; (xii) inability of the
Company to manage its effective income tax rate; (xiii) inability to
realize the anticipated benefits of the proposed merger; (xiv) disruption
of the Company's business resulting from the proposed merger; (xv) failure
of the proposed merger with Unitrode to be consummated and (xvi) continued
softness in the semiconductor industry. Statements contained herein are
made as of the date hereof and the Company assumes no responsibility for
updating such information.
Regarding Unitrode Corporation:
Statements in this news release are made pursuant to the safe-harbor
provisions of the Private Securities Litigation Reform Act of 1995. Except
for historical information, the matters set forth in this release are
forward-looking and involve risk and uncertainty, including such factors
as, among others, the ability to book and ship within the quarter, the
demand for semiconductors generally and the specific demand for the
Company's products, production capacity constraints, the timely
introduction of new processes and products, and specifically the
qualification and start-up of the Company's new wafer fabrication facility,
the impact of competitive products and prices, unsettled conditions in the
hard disk drive market, and other risk factors described in the Company's
filings with the Securities and Exchange Commission.
Financial inquiries on BENCHMARQ Microelectronics, Inc:
Investor Relations
c/o Shelton Communcations Group
3 Lincoln Center
5430 LBJ Freeway Suite 280
Dallas, TX 75240
FAX: 972-239-2292
TEL: 972-239-5119
trademark: BENCHMARQ is a registered trademark of BENCHMARQ
Microelectronics, Inc.
(END)
