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 22, 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 22, 1998, Unitrode Corporation ("Unitrode") issued a
press release announcing that its Annual Meeting of Stockholders scheduled
for June 29, 1998 will be adjourned and reconvened at a date later in July.
Unitrode anticipates that additional information with respect to its
stockholders meeting will be forthcoming shortly.
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 22, 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 22, 1998
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated June 22, 1998
PRESS RELEASE
For further information contact: S. Kelley MacDonald, Vice President,
Corporate Communications Tel: (603) 429-8767
email:[email protected]
UNITRODE TO REVISE PROXY MATERIALS AND ADJOURN
ANNUAL MEETING TO JULY: MERGER TALKS CONTINUE WITH
BENCHMARQ MICROELECTRONICS, INC.
Merrimack, NH (June 22, 1998) Unitrode Corporation (NYSE-UTR), a
manufacturer of analog/linear and mixed-signal integrated circuits, today
announced that the Company will issue a revised Notice of Meeting and Proxy
Statement and proxy card within the next several weeks and will adjourn its
Annual Meeting of Stockholders scheduled for June 29, 1998 to a date later
in July. The announcement follows the Company's decision on June 15, 1998,
to withdraw its recommendation to stockholders to vote in favor of the
issuance of up to 11,419,672 shares in order to complete the previously
announced Agreement and Plan of Merger (the "Merger Agreement") with
BENCHMARQ Microelectronics, Inc. ("BENCHMARQ"). On the same date,
BENCHMARQ announced that it expects a decline in revenues and profits in
the second quarter ending June 30, 1998.
The revised proxy materials will be forwarded to all stockholders of record
as of April 30, 1998, the same record date as for the original meeting.
The distribution of new proxy materials will ensure that stockholders have
an adequate opportunity to evaluate the proposed transaction under current
circumstances and reconsider any earlier votes they may have cast.
Unitrode also said that it is engaged in discussions with BENCHMARQ
regarding the terms of the existing Merger Agreement.
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
