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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MICROSEMI CORPORATION
(Name of Issuer)
COMMON STOCK, par value $.20 per share
(Title of Class of Securities)
595137100
(CUSIP Number)
Check the following box if a fee is being paid with this statement |_|. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
* The remainder of this cover page should be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6 Pages
<PAGE>
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CUSIP No. 595137100 13G Page 2 of 6 Pages
- -------------------------- ------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NORMAN J. WECHSLER
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,930,664 (including 1,283,985 shares issuable upon
BENEFICIALLY conversion of convertible securities of the Issuer)
OWNED BY --------------------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING 13,070 (including 11,070 shares issuable upon conversion
PERSON of convertible securities of the Issuer)
WITH --------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
1,930,664 (including 1,283,985 shares issuable upon
conversion of convertible securities of the Issuer)
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
13,070 (including 11,070 shares issuable upon conversion
of convertible securities of the Issuer)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,943,734
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.2%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6 Pages
<PAGE>
SCHEDULE 13G
Item 1(a). Name of Issuer:
MICROSEMI CORPORATION
Item 1(b). Address of Issuer's Principal Executive Offices:
2830 S. Fairview Street
Santa Ana, CA 92704
Item 2(a). Name of Person Filing:
This Schedule 13G is filed on behalf of Norman J.
Wechsler (the "Reporting Person").
Item 2(b). Address of Principal Business Office or, If None,
Residence:
Suite 310
105 South Bedford Road,
Mount Kisco, New York 10549
Item 2(c). Citizenship:
The Reporting Person is a United States citizen.
Item 2(d). Title of Class of Securities:
Common Stock, par value $.20 per share.
Item 2(e). CUSIP Number:
595137100
Item 3. Type of Reporting Person:
Not applicable
Item 4. Ownership:
(a) Amount Beneficially Owned:
At December 31, 1996, the Reporting Person beneficially
owned 1,943,734 shares of Common Stock, which amount
includes (i) 1,610,644 shares of Common Stock owned by
Wechsler & Co., Inc., a broker/dealer registered under
Section 15 of the Act, of which Norman J. Wechsler is the
majority shareholder, Chairman of the Board and
Page 3 of 6 Pages
<PAGE>
President, including 963,985 shares issuable upon
conversion of $13,062,000 principal amount of 5-7/8%
Convertible Subordinated Debentures due 2012 (the
"Debentures") of the Issuer; (ii) 320,000 shares issuable
upon conversion of a $600,000 principal amount of 10%
Convertible Subordinated Note of the Issuer (the "Note");
(iii) 2,000 shares of Common Stock owned by a trust for
the benefit of Mr. Wechsler's minor son, David J.
Wechsler, of which Norman J. Wechsler and his spouse,
Sharon C. Wechsler, are co-trustees (the "Trust"); and
(iv) 11,070 shares issuable upon conversion of $150,000
principal amount of Debentures beneficially owned by the
Wechsler & Co., Inc. Profit Sharing Trust (the "Profit
Sharing Trust").
Filing of this statement by the Reporting Person shall not
be deemed an admission that he beneficially owns the
securities attributed to the Trust. The Reporting Person
expressly disclaims beneficial ownership of all securities
held by the Trust.
(b) Percentage of Class:
20.2% beneficially owned by the Reporting Person
(c) Number of Shares as to Which Such Person Has:
(i) sole power to vote or direct the vote:
1,930,664 shares (including 1,283,985 shares
issuable upon conversion of the Debentures
owned by Wechsler & Co., Inc. and the Note).
(ii) shared power to vote or direct the vote:
13,070 shares of Common Stock, of which
2,000 are beneficially owned by the Trust
and 11,070 shares which are beneficially
owned by the Profit Sharing Trust (such
11,070 shares are issuable upon conversion
of Debentures owned by such Profit Sharing
Trust).
Page 4 of 6 Pages
<PAGE>
(iii) sole power to dispose or direct the
disposition of:
1,930,664 shares (including 1,283,985 shares
issuable upon conversion of the Debentures
owned by Wechsler & Co., Inc.
and the Note).
(iv) shared power to dispose or direct the
disposition of:
13,070 shares of Common Stock, of which
2,000 are beneficially owned by the Trust
and 11,070 shares which are beneficially
owned by the Profit Sharing Trust (such
11,070 shares are issuable upon conversion
of Debentures owned by such Profit Sharing
Trust).
Items 5-10. Not applicable.
Page 5 of 6 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 6, 1997
/s/ Norman J. Wechsler
-----------------------
Norman J. Wechsler
Page 6 of 6 Pages
