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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported): June 11, 1999
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GENESIS MICROCHIP INCORPORATED
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Nova Scotia, Canada N/A
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
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165 Commerce Valley Drive West, Thornhill, Ontario, Canada L3T 7V8
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (905) 889-5400
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200 Town Centre Boulevard, Suite 400, Markham, Ontario, Canada L3R 8G5
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 28, 1999, Genesis Microchip Incorporated, a corporation incorporated
under the laws of Nova Scotia, Canada (the "Company" or "Genesis"), Rainbow
Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of
the Company ("Merger Sub") and Paradise Electronics, Inc., a Delaware
corporation ("Paradise") completed an agreement in which Merger Sub was merged
with and into Paradise. Following the merger, the separate corporate existence
of Merger Sub ceased and Paradise continued as the surviving corporation and a
wholly owned subsidiary of Genesis.
Genesis issued a news release concerning the merger, which is attached as
Exhibit 99.1 hereto.
Under the terms of the merger, 4.5 million shares of Genesis are to be
exchanged for all outstanding shares and options of Paradise. The exchange ratio
shall be .19214 Genesis common shares for each outstanding share and option of
Paradise.
Shares in the combined company are traded on the Nasdaq National Market
under the symbol GNSS. The merger is expected to qualify as a tax-free
reorganization and will be accounted for as a pooling of interests.
ITEM 5. OTHER EVENTS
On June 7, 1999, Genesis moved its Canadian corporate headquarters to a new
address. The new address is 165 Commerce Valley Drive West, Thornhill, Ontario,
Canada L3T 7V8.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Pursuant to General Instruction B.3 to Form 8-K, the financial statements
of Paradise are omitted from this report, as they were previously reported on
the Company's registration statement on Form S-4 (SEC File No. 333-76937) filed
April 23, 1999.
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
99.1 News release dated June 1, 1999 relating to the merger in
accordance with the Agreement and Plan of Reorganization by and among Genesis
Microchip Incorporated, Paradise Electronics, Inc. and Rainbow Acquisition
Corporation, dated as of January 22, 1999.
ITEM 8. CHANGE IN FISCAL YEAR
On May 28, 1999, the Company's Board of Directors made the determination to
change the Company's fiscal year from a May 31 fiscal year end to a March 31
fiscal year end. A transition report on Form 10-K will be filed by the Company
to cover the transition period of June 1, 1998 to March 31, 1999.
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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.
GENESIS MICROCHIP INCORPORATED
(Registrant)
June 11, 1999 By: /s/ I. Eric Erdman
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I. Eric Erdman
Chief Financial Officer
(for Registrant and as Principal
Financial and Accounting Officer)
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EXHIBITS
99.1 News release dated June 1, 1999 relating to the merger in accordance with
the Agreement and Plan of Reorganization by and among Genesis Microchip
Incorporated, Paradise Electronics, Inc. and Rainbow Acquisition Corporation,
dated as of January 22, 1999.
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EXHIBIT 99.1
Contact:
Eric Erdman
Chief Financial Officer
Genesis Microchip Inc.
905 / 470 - 2742
Contact:
Vickie Gorton
Jodi Shelton
Shelton Communications Group.
972 / 239 - 5119
GENESIS MICROCHIP AND PARADISE ELECTRONICS
COMPLETE MERGER
TORONTO (June 1, 1999) - Genesis Microchip Incorporated [Nasdaq: GNSS] announced
today its merger with privately held Paradise Electronics, Inc., of San Jose,
Calif., has been completed after approval by the shareholders of both companies.
The vote was held May 28, 1999.
The merger is expected to enhance Genesis's position as the leading supplier of
integrated circuits for LCD monitors and strengthen its ability to serve other
markets such as digital displays, HDTV, projection systems, DVD players and a
variety of other applications.
"The beauty of this merger is several pronged," said Paul M. Russo, Genesis
Microchip's Chairman and CEO. "We now have mixed-signal expertise and a full
product line to address the entire LCD monitor market - from the low-end to the
very high-end products. In addition, our combined technology, expertise and
resources will allow us to aggressively pursue opportunities in several emerging
markets including the consumer digital video market. We believe we are now
positioned to be the premier display chip company in the evolving digital
display revolution."
Jeff Diamond, CEO of Paradise Electronics and now Genesis's Executive Vice
President and Chief Operating Officer added: "Paradise's experience with
single-chip, mixed-signal integration complements Genesis's established imaging
expertise. We're currently merging our product road maps to quickly produce the
low-cost, multi-featured integrated circuits our customers are demanding."
Under the terms of the merger, 4.5 million shares of Genesis Microchip common
stock are to be exchanged for all outstanding shares and options of Paradise
Electronics. The merger is accounted for as a pooling of interests and qualifies
as a tax-free reorganization.
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Under terms of the agreement, Alex Lushtak, Chairman of Paradise and Larry
Finch, a Paradise board member and general partner of venture capital firm Sigma
Partners, join the Genesis board of directors. The board of directors also
approved a change in the company's fiscal year-end to March to assist analysts
and investors in making more accurate comparisons when aligning Genesis's
quarterly results with those of other companies - and to assist Genesis in
merger and acquisition activities.
Founded in 1996, Paradise Electronics designs and produces highly integrated
mixed-mode integrated circuits for the flat panel monitor market. Customers
include ADI, Compal, CTX-Opto, Fujitsu, Hitachi and Twinhead.
Genesis Microchip designs, manufactures and markets the ImEngine line of highly
integrated semiconductors for a variety of video and graphics applications.
Customers include Acer, Apple Computer, Dell Computer, IBM, In Focus Systems, LG
Electronics, Philips, Samsung Electronics, Siemens, Sharp, SGI, Sony, Texas
Instruments, ViewSonic and more than 200 other companies.
Genesis Microchip Inc. - an ISO9001-registered company - is a global leader in
digital imaging technologies. The company is headquartered in Markham, Ontario,
Canada, while its U.S. subsidiary is located in Mountain View, California.
Further information is available at: http://www.genesis-microchip.com.
The forward looking statements contained in this news release, which reflect
management's best judgment based on factors currently known, involve risks and
uncertainties, including risks involving the ability to successfully integrate
Genesis Microchip and Paradise Electronics, the ability to successfully develop
new products, market acceptance of existing and new products of the combined
companies, variances between actual and estimated costs and expenses related to
the proposed merger, the potential for fluctuations on quarterly operating
results, rapid technological change, and intense competition from current and
potential competitors who may be able to respond more quickly to new or emerging
technologies and changes in customer requirements. Actual results may differ
materially.
