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
August 3, 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 2. Acquisition or Disposition of Assets.
(a) Acquisition of BENCHMARQ Microelectronics, Inc. Pursuant to the terms
of the previously reported Agreement and Plan of Merger, dated as of March
2, 1998 (the "Merger Agreement") and the amendment thereto, dated as of
June 23, 1998 (the "Amendment"), by and among Unitrode Corporation, a
Maryland corporation ("Unitrode"), Merrimack Corporation, a Delaware
corporation and a wholly owned subsidiary of Unitrode ("Sub") and BENCHMARQ
Microelectronics, Inc., a Delaware corporation ("BENCHMARQ"), on August 3,
1998, Sub merged with and into BENCHMARQ (the "Merger"), with BENCHMARQ
surviving the Merger as a wholly owned subsidiary of Unitrode. At the
effective time of the Merger (the "Effective Time"), the separate existence
of Sub ceased, and BENCHMARQ became a wholly-owned subsidiary of Unitrode.
At the Effective Time, each share of common stock, par value $.001 per
share, of BENCHMARQ ("BENCHMARQ Common Stock") outstanding immediately
prior thereto (other than shares held by BENCHMARQ as treasury shares or by
Unitrode or any subsidiaries of BENCHMARQ or Unitrode) was converted into
the right to receive one share of common stock, par value $.01 per share,
of Unitrode ("Unitrode Common Stock"). In the Merger, each option to
purchase BENCHMARQ Common Stock (each, a "BENCHMARQ Option") outstanding
immediately prior to the Effective Time was assumed by Unitrode and
converted into an option to purchase one share of Unitrode Common Stock
(each, a "Unitrode Option"). Unitrode expects to issue approximately
8,582,047 shares of Unitrode Common Stock in connection with the Merger,
including shares issuable pursuant to BENCHMARQ Options which are being
converted into Unitrode Options.
The foregoing description of the terms and provisions of the Merger
Agreement, as amended, is qualified in its entirety by reference to the
Merger Agreement, as amended, together with the respective exhibits
thereto, and is hereby incorporated by reference herein.
(b) Assets constituting plant, equipment or other physical property
acquired by Unitrode in the Merger were used by BENCHMARQ in design,
manufacture and marketing of integrated circuits and electronic modules for
portable, power-sensitive electronic applications. Unitrode currently
intends to use these assets in the same manner in which they were used
prior to Unitrode's acquisition of BENCHMARQ.
Item 7. Financial Statement, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Business Acquired. To be filed by
amendment to this Form 8-K within 60 days.
(b) Pro Forma Financial Information. To be filed by amendment to
this Form 8-K within 60 days.
(c) Exhibits.
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of March 2, 1998, by
and among Unitrode Corporation, Merrimack Corporation and
BENCHMARQ Microelectronics, Inc.
2.2 Amendment to Merger Agreement, dated as of June 23, 1998, by
and among Unitrode Corporation, Merrimack Corporation and
BENCHMARQ Microelectronics, Inc.
99.1 Form of Press Release issued by Unitrode dated August 3,
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/ Allan R. Campbell
---------------------------------
Allan R. Campbell
Senior Vice President,
General Counsel and Secretary
Date: August 4, 1998
Exhibit Index
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of March 2, 1998, by
and among Unitrode Corporation, Merrimack Corporation and
BENCHMARQ Microelectronics, Inc. (incorporated by reference
to Unitrode's Current Report on Form 8-K dated February 28,
1998).
2.2 Amendment to Merger Agreement, dated as of June 23, 1998, by
and among Unitrode Corporation, Merrimack Corporation and
BENCHMARQ Microelectronics, Inc. (incorporated by reference
to Unitrode's Current Report on Form 8-K dated June 23,
1998, as amended by Unitrode's Form 8-K/A dated June 23,
1998).
99.1 Form of Press Release issued by Unitrode dated August 3,
1998.
UNITRODE BENCHMARQ MERGER CLOSES;
RICHARDSON & SCHUELE ASSUME LEADERSHIP
Merrimack, NH (August 3, 1998) -- Unitrode Corporation (NYSE--UTR), a
manufacturer of analog/linear and mixed-signal integrated circuits,
announced that its merger with BENCHMARQ Microelectronics, Inc. closed
today. As anticipated in the merger agreement, at the first meeting of the
Board of Directors following the merger, Robert J. Richardson, formerly
President and CEO of Unitrode, was elected Chairman and Chief Executive
Officer, and Alan R. Schuele, formerly President and Chief Executive
Officer of Benchmarq, was elected President and Chief Operating Officer and
also a director.
The merger is intended to accelerate the company's penetration of the
portable power market. According to Robert J. Richardson, Chairman of the
Board and Chief Executive Officer, "Unitrode is a well-established leader
in power management and interface circuits and Benchmarq is a recognized
innovator in portable power and battery management. Together, Unitrode
emerges as a single stop for customers looking for the most advanced mixed-
signal IC solutions for standard and portable power management, as well as
interface applications."
Commenting on the combined resources of the two companies, Richardson
added, "Unitrode now has five strategically located design centers,
allowing us to attract and retain engineering talent in proximity to our
manufacturing facilities and many key customers. In addition, we now have
access to six wafer fabrication facilities Unitrode's newly constructed 6"
BiCMOS and its 4" bipolar fabs in Merrimack, NH, plus contracts with four
outside foundries. This manufacturing capability provides the elasticity
to respond to customer demand and the access to a wider variety of
processes."
Robert L. Gable, formerly serving as Chairman of the Unitrode board, will
continue as a director, having been re-elected to a term expiring in 2001
at Unitrode's July 29, 1998 Annual Meeting. Under the terms of the
agreement, in addition to Schuele, Derrell C. Coker, a founder and former
Chairman of Benchmarq, and Dietrich Erdmann, a Benchmarq director and an
associate of SRB Partners, were also named Unitrode directors, serving in
newly created directorships with a term to expire in 1999. At the same
time, Kenneth Hecht, who has served as a Unitrode director since 1974,
advised Unitrode of his intention to resign as a director, effective today.
In a separate statement, Richardson extended the Company's gratitude to
resigning director, Kenneth Hecht. He noted, "Ken Hecht has served
Unitrode as a valued director for 24 years, joining the board after the
untimely death of his brother, Malcolm, the co-founder of Unitrode. During
that time, Ken has brought a seasoned and judicious voice to the board's
deliberations. He will be greatly missed."
Unitrode designs and manufactures analog/linear and mixed-signal integrated
circuits, modules, and non-volatile products, principally to perform
commercial power management, portable power, and interface functions. Its
products, branded under Unitrode and BENCHMARQ, 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)
