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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
Date of Report (Date of earliest event reported) June 8, 1994
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MICROSEMI CORPORATION
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(Exact name of Registrant as specified in charter)
Delaware 0-8866 95-2110371
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2830 South Fairview Street, Santa Ana, California 92704
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (714) 979-8220
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Not Applicable
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(Former name or former address, if changed, since last report)
Page 1 of 10 Pages
The Exhibit Index is on Page 5
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Item 2. Acquisition or Disposition of Assets
On June 8, 1994, Omni Technology Corporation, a California
corporation ("Omni"), which is a wholly owned subsidiary of
Microsemi Corporation, a Delaware corporation (the "Registrant"),
completed a transaction in which Omni disposed of substantially all
of its assets upon satisfaction of conditions to consummation. Omni's
assets included, without limitation, equipment, accounts receivable,
inventory, customer lists, contracts and cash. Omni operated a
semiconductor testing facility in San Jose, California.
The disposition was consummated in accordance with the Agreement
for Purchase and Sale of Omni Assets dated May 18, 1994 (the "Agreement")
between Omni, as seller, and Technology Marketing, Incorporated, a
California corporation (the "Buyer"). The description herein is qualified
by reference to the Agreement, and certain ancillary documents, which are
attached as an Exhibit hereto.
The consideration paid for Omni's assets comprised (a) $200,000
in cash; (b) a 3-year promissory note (the "Note") in the original
principal amount of $300,000 which bears interest at a variable rate
between 10% and 12% per annum; (c) 2,000,000 shares of Buyer's
Series A Preferred Stock, par value $.01 per share (the "Preferred
Stock") which pays a cumulative dividend at the rate of 4% per
annum and is subject to mandatory redemption in annual installments,
in amounts depending upon the amount of Buyer's after-tax income
during each year, at an aggregate redemption price of $2,000,000 over
a period of between 10 and 20 years; (d) a warrant to purchase
up to 250,000 shares of Buyer's Common Stock, par value $.01 per
share at a price per share of $1.00; (e) a sublease (the "Sublease") of
Omni's San Jose premises at a rental rate equal to that under
the existing lease for a term equal to the remaining term under
the existing lease; and (f) assumption from Omni of certain
liabilities (other than inter-company liabilities to the Registrant and
indebtedness for borrowings from the Registrant's lender)
including accounts payable and other accrued obligations.
Omni assigned to the Registrant all of Omni's rights to
receive the considerations for the transferred assets. The Registrant
guaranteed Omni's obligations to Buyer under the Agreement and
certain other agreements. The Registrant's rights to receive
these considerations are secured by substantially all of Buyer's
assets, including but not limited to the assets acquired from Omni.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Unaudited Pro Forma Financial Information.
The unaudited pro forma financial
information required by this Item 7(b) is
filed with this Current Report on Form 8-K
to comply with the Securities Act of 1933,
as amended.
(c) Exhibits.
The required exhibits have been filed with the
original 8-K.
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SIGNATURES
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.
MICROSEMI CORPORATION
(Registrant)
Date: August 28, 1995 By:
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David R. Sonksen,
Vice President-Finance, Treasurer,
Chief Financial Officer and Secretary
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MICROSEMI CORPORATION
INDEX TO UNAUDITED PRO FORMA FINANCIAL INFORMATION
Page References
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Form 8-K
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The unaudited pro forma financial information under the following captions
is included herein:
Introductory statement 6
Unaudited pro forma condensed consolidated
statement of operations for the fiscal year
ended October 2, 1994 8
Note to unaudited pro forma financial
information 9
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MICROSEMI CORPORATION
UNAUDITED PRO FORMA FINANCIAL INFORMATION
Introductory Statement
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On June 8, 1994, Omni Technology Corporation, a California corporation
("Omni"), which is a wholly-owned subsidiary of Microsemi Corporation,
a Delaware corporation, ("Microsemi" or the "Company"), completed a
transaction in which Omni disposed of substantially all of its assets.
Omni's assets included, without limitation, equipment, accounts receivable,
inventory, customer lists, contracts and cash. Omni operated a
semiconductor testing facility in San Jose, California.
The disposition was consummated in accordance with the Agreement for
Purchase and Sale of Omni Assets dated May 18, 1994 (the "Agreement")
between Omni, as seller, and Technology Marketing, Incorporated, a
publicly-owned California corporation (the "Buyer").
The consideration paid for Omni's assets comprised (a) $200,000 in cash;
(b) a three year promissory note (the "Note") in the original principal
amount of $300,000 which bears interest at a variable rate between 10%
and 12% per annum; (c) 2,000,000 shares of Buyer's Series A Preferred
Stock par value of $.01 per share (the "Preferred Stock"), which pays a
cumulative dividend at the rate of 4% per annum and is subject to mandatory
redemption in annual installments, in amounts depending upon the amount of
Buyer's after-tax income during each year, at an aggregate redemption price
of $2,000,000 over a period of between 10 and 20 years; (d) a warrant to
purchase up to 250,000 shares of Buyer's Common Stock, par value of $.01
per share at a price per share of $1.00; (e) a sublease (the "Sublease")
of Omni's San Jose premises at a rental rate equal to that under the
existing lease for a term equal to the remaining term under the existing
lease; and (f) assumption from Omni of certain liabilities including
accounts payable and other accrued obligations. The total estimated net
realizable value of the consideration paid to the Company approximated the
Company's net book value in Omni as of the date of sale. As such, no gain
or loss was realized from this transaction.
Omni assigned to Microsemi all of Omni's rights to receive the consideration
for the transferred assets. Microsemi guaranteed Omni's obligations to
Buyer under the Agreement and certain other agreements. The Company's
rights to receive these considerations are secured by substantially all of
Buyer's assets, including but not limited to the assets acquired from Omni.
The following unaudited pro forma financial information should be read in
conjunction with the historical financial statements and notes thereto of
the Company. The notes to the unaudited pro forma financial information
are an integral part thereof.
Pro Forma Condensed Statements of Operations
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The following unaudited pro forma condensed consolidated statement of
operations is based on the individual consolidated statements of
operations of the Company and Omni for the fiscal year ended
October 2, 1994, after giving effect to the pro forma adjustments described
in Note 1. This pro forma statement is not necessarily indicative of the
future operations or of the consolidated results of operations had the
disposition taken place on October 3, 1993.
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Microsemi Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the fiscal year ended October 2, 1994
(amounts in thousands, except earnings per share)
<TABLE>
Microsemi
Corporation
and Subsidiaries Less Pro Forma
(as reported) Omni Combined
<S> <C> <C> <C>
Sales $ 119,230 $ 2,368 $ 116,862
Cost of sales 96,792 2,906 93,886
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Gross profit (loss) 22,438 (538) 22,976
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Operating expenses
Selling 7,450 259 7,191
General and administrative 10,163 490 9,673
Reduction in carrying value
of assets 2,715 - 2,715
Amortization of goodwill and
other intangible assets 251 - 251
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Total operating expenses 20,579 749 19,830
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Income (loss) from operations 1,859 (1,287) 3,146
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Interest and other expenses 5,376 22 5,354
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Loss before income taxes (3,517) (1,309) (2,208)
Benefit for income taxes (1,387) (516) (871)
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Net Loss $ (2,130) $ (793) $ (1,337)
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Net loss per share
Primary $(0.28) $(0.18)
Fully diluted $(0.28) $(0.18)
Weighted average shares outstanding
Primary 7,573 7,573
Fully diluted 7,573 7,573
</TABLE>
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MICROSEMI CORPORATION
NOTE TO UNAUDITED PRO FORMA FINANCIAL INFORMATION
Note 1
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The estimated pro forma adjustments were made to reflect the disposition
as if the disposition had taken place on October 3, 1993 and to reflect
the effect on the benefit from income taxes resulting from the operating
losses of Omni.
