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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): August 9, 2000
Silicon Laboratories Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-29823 74-2793174
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
4635 Boston Lane, Austin, Texas 78735
(Address of Principal Executive Offices) (Zip Code)
Company's telephone number, including area code: (512) 416-8500
Not Applicable.
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 9, 2000, Silicon Laboratories Inc. completed the acquisition of
Krypton Isolation, Inc. pursuant to a Merger Agreement and Plan of
Reorganization dated as of June 22, 2000, by and among Silicon Laboratories,
Karst Corporation, a California corporation and wholly-owned subsidiary of
Silicon Laboratories, and Krypton Isolation, Inc., a California corporation,
and with respect to Section 7.2 of the Merger Agreement only, Charles Welch,
as Shareholder Agent. The acquisition was accomplished through the merger of
Silicon Laboratories' wholly-owned subsidiary, Karst, with and into Krypton,
with Krypton surviving as a wholly-owned subsidiary of Silicon Laboratories.
Krypton is a manufacturer of patented total solid state all-silicon Data
Access Arrangement, or DAA, devices. Silicon Laboratories intends to
continue the business of Krypton as a wholly-owned subsidiary.
In connection with the merger, Silicon Laboratories paid total
consideration of approximately $42 million to acquire all of the outstanding
capital stock and options to acquire capital stock of Krypton. The total
consideration consisted of approximately $15 million in cash and 474,549
shares of Silicon Laboratories common stock. Of the total number of shares
of Silicon Laboratories common stock issuable in connection with the merger,
384,100 shares were issued at the closing and 90,449 shares were reserved for
issuance upon the exercise of options assumed by Silicon Laboratories
pursuant to the merger. The cash consideration paid to Krypton shareholders
was funded by cash on hand. The total consideration paid to Krypton
shareholders was determined by arms-length negotiations between Silicon Labs
and Krypton.
ITEM 7. EXHIBITS
(a) Financial statements of Krypton Isolation, Inc. will be filed by
amendment to this Current Report on Form 8-K within 60 days after the date
this initial report on Form 8-K must be filed.
(b) Pro forma financial information will be filed by amendment to this
Current Report on Form 8-K within 60 days after the date that this initial
report on Form 8-K must be filed.
(c) Exhibits
2.1 Merger Agreement and Plan of Reorganization dated as of
June 22, 2000, by and among Silicon Labs, Karst Corporation,
a California corporation and wholly-owned subsidiary of
Silicon Labs, and Krypton Isolation, Inc., a California
corporation, and with respect to Section 7.2 of the Merger
Agreement only, Charles Welch, as Shareholder Agent.
99.1 Press Release dated August 10, 2000, of the Registrant.
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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.
August 11, 2000
SILICON LABORATORIES INC.,
a Delaware corporation
By: /S/ John W. McGovern
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John W. McGovern
Chief Financial Officer
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Index to Exhibits
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Exhibit
Number Exhibit
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2.1 Merger Agreement and Plan of Reorganization dated as of June 22,
2000, by and among Silicon Labs, Karst Corporation, a California
corporation and wholly-owned subsidiary of Silicon Labs, and Krypton
Isolation, Inc., a California corporation, and with respect to
Section 7.2 of the Merger Agreement only, Charles Welch, as
Shareholder Agent.
99.1 Press Release of the Registrant dated August 10, 2000.
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