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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) January 21, 1998
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MICROSEMI CORPORATION
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(Exact name of Registrant as specified in its 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)
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Item 5. Other Events
Agreement for Acquisition of BKC
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On January 21, 1998, Microsemi Corporation, a Delaware corporation (the
"Registrant"), Micro BKC Acquisition Corp., a Delaware corporation which is a
wholly-owned subsidiary of the Registrant ("Merger Sub"), and BKC Semiconductors
Incorporated, a Massachusetts corporation ("BKC") entered into an agreement in
which BKC agrees to merge (the "Merger") with Merger Sub upon satisfaction of
conditions to consummation including approval of the Merger by BKC's
shareholders.
The Merger is contemplated in accordance with the Agreement and Plan of
Merger dated as of January 21, 1998 (the "Agreement") by and among the
Registrant, Merger Sub and BKC. The Registrant and BKC issued a joint news
release concerning the Agreement and the proposed Merger, which is attached as
Exhibit 99.1 hereto.
The consideration to be paid to shareholders of BKC is $9.17 in cash per
share. The outstanding capital stock of BKC is comprised of 1,276,411 shares of
common stock and stock options to purchase up to 249,810 shares of BKC's common
stock at prices ranging from $2.00 to $3.50 per share. The holders of these
options will be entitled, immediately prior to the Merger, to receive in cash
the difference between $9.17 and the option exercise price.
Debentures Called for Redemption
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The Registrant is mailing notices on January 27, 1998 to each registered
holder of its 5 7/8% Convertible Subordinated Debentures due 2012
("Debentures"). The notice states that the Company will redeem all of the
Debentures, pursuant to the terms of the Debentures and the related Indenture,
at 4:01 p.m. Los Angeles time (7:01 p.m. New York City time) on Thursday,
February 12, 1998. Any and all Debentures may be converted into shares of Common
Stock of the Registrant by registered holders prior to 4:00 p.m. Los Angeles
time (7:00 p.m. New York City time) on such redemption date.
The Registrant's notice of redemption is attached as Exhibit 99.2 hereto,
which is incorporated herein by this reference. The notice contains details of
the redemption and the manner of conversion of Debentures, including the name
and addresses of the Paying Agent and Conversion Agent.
The Registrant issued a news release concerning the Debenture redemption,
which is attached as Exhibit 99.3 hereto and incorporated herein by this
reference.
Prior to redemption, the Debentures are convertible at the holder's option
at a conversion price of $13.55 of principal amount per share. The $33,259,000
in principal amount of Debentures outstanding at the date of the notice of
redemption could be converted into a maximum of approximately 2,454,538 shares
of Common Stock. Prior to such conversions, there were approximately 9,214,676
shares of Common Stock outstanding.
The shares issuable upon conversion were registered by the Company under
the Securities Act of 1933 on Form S-2, Registration No. 33-11967, as declared
effective on February 25, 1987. The Common Stock of the Registrant, including
all shares of Common Stock issued or issuable upon conversion of Debentures, are
traded on the Nasdaq National Market under the symbol "MSCC".
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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.
Not applicable.
(c) Exhibits.
99.1 News Release dated January 21, 1998 relating to the
Agreement dated January 21, 1998 among the Registrant,
Merger Sub and BKC
99.2 Notice of Redemption relating to the redemption of
Debentures and the right of holders to convert
Debentures into Common Stock
99.3 News Release dated January 26, 1998 relating to the
redemption notice to the holders of Debentures
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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: January 26, 1998 By:/s/ DAVID R. SONKSEN
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David R. Sonksen,
Vice President-Finance, Treasurer,
Chief Financial Officer and Secretary
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MICROSEMI CORPORATION
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
99.1 News Release dated January 21, 1998 relating to the
Agreement dated January 21, 1998 among the Registrant,
Merger Sub and BKC
99.2 Notice of Redemption relating to the redemption of
Debentures and the right of holders to convert
Debentures into Common Stock
99.3 News Release dated January 26, 1998 relating to the
redemption notice to the holders of Debentures
</TABLE>
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EXHIBIT 99.1
[LOGO OF MICROSEMI CORPORATION APPEARS HERE]
Microsemi and BKC Semiconductors Announce Merger Agreement
SANTA ANA, Calif.--(BUSINESS WIRE)--Jan. 21, 1998-- Microsemi Corp., Santa
Ana, (Nasdaq:MSCC), and BKC Semiconductors Inc., Lawrence, Mass., (Nasdaq:BKCS),
Wednesday jointly announced that they have signed a definitive agreement whereby
Microsemi will acquire BKC for $9.17 per share in cash.
Microsemi intends to finance the acquisition with cash on hand and
borrowings under its existing credit facilities. As a result of the merger, BKC
will be a wholly owned subsidiary of Microsemi. The current plan is for BKC to
operate as a stand-alone subsidiary.
The merger is expected to be completed in late March or early April 1998,
subject to BKC stockholder approval and satisfaction of other usual closing
conditions.
In a statement, Philip Frey Jr., chairman and chief executive officer of
Microsemi, said, "The merger with BKC will be an important step in the continued
growth of Microsemi's business and should enhance the company's ability to serve
its expanding customer base."
James Shiring, president and CEO of BKC, said, "The merger with Microsemi
will greatly strengthen BKC's overall product technology portfolio breadth."
Shiring added, "The fact that BKC will be operated as a stand-alone subsidiary
should also mean continued job possibilities for our employees in Lawrence,
Mass."
Microsemi is a multinational supplier of high-reliability power
semiconductors, surface-mount and custom diode assemblies for the electronics,
computer, telecommunications, space, defense and medical markets.
BKC manufactures discrete, single-function semiconductor devices used by
industrial, automotive, defense, telecommunications and aerospace industries to
convert and control electrical power in electronic equipment.
Statements expressing the beliefs and expectations of management regarding
future performance are forward-looking and involve risks and uncertainties,
including, but not limited to, consummation of the transaction, Microsemi's
ability to manage and integrate acquired businesses, quarterly fluctuations in
results and other risks. These risks are and will be detailed from time to time
in Microsemi's Securities and Exchange Commission filings, including Microsemi's
Form 10-K for the year ended Sept. 28, 1997, and subsequent Form 10-Qs and 8-Ks,
and in BKC's SEC filings, including BKC's Form 10-K for the year ended Sept. 30,
1997, and subsequent Form 10-Qs and 8-Ks. Actual results may differ materially
from management's expectations.
CONTACT: Microsemi Corp.
David R. Sonksen, 714/979-8220
or
Silverman Heller Associates
Eugene G. Heller/Philip Bourdillon, 310/208-2550
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EXHIBIT 99.2
MICROSEMI CORPORATION
NOTICE OF REDEMPTION
OF
5 7/8% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2012
PLEASE READ THIS NOTICE CAREFULLY BEFORE SURRENDERING DEBENTURES.
To the Holders of the Microsemi Corporation 5 7/8% Convertible Subordinated
Debentures due 2012:
NOTICE IS HEREBY GIVEN that Microsemi Corporation (the "Company") has
called for redemption and will redeem at 4:01 p.m. Los Angeles time on Thursday,
February 12, 1998 (the "Redemption Date") all of its 5 7/8% Convertible
Subordinated Debentures due 2012 (the "Debentures") then outstanding. The
redemption price will be $1,000 per $1,000 principal amount of Debentures plus
$26.27 representing accrued interest from September 1, 1997 to the Redemption
Date, for a total redemption price of $1,026.27 for each $1,000 principal amount
of Debentures (the "Redemption Price").
HOLDERS OF DEBENTURES HAVE, AS AN ALTERNATIVE TO REDEMPTION, AND IN
ADDITION TO THE RIGHT TO SELL DEBENTURES IN THE OVER THE COUNTER MARKET THROUGH
USUAL BROKERAGE FACILITIES, THE OPTION OF CONVERSION OF DEBENTURES INTO COMMON
STOCK.
IF THE PRICE OF SHARES OF COMMON STOCK OF THE COMPANY WERE TO BE GREATER
THAN OR EQUAL TO $13 15/16 PER SHARE ON THE DATE OF CONVERSION, HOLDERS OF
DEBENTURES WHO CONVERT THEIR DEBENTURES INTO SHARES OF COMMON STOCK WOULD
RECEIVE SHARES OF COMMON STOCK HAVING, AT THE TIME OF CONVERSION, AN AGGREGATE
MARKET VALUE GREATER THAN THE AMOUNT THE HOLDERS WOULD RECEIVE UPON REDEMPTION
OF THEIR DEBENTURES.
At your option, at any time prior to 4:00 p.m., Los Angeles time, on
February 12, 1998 (the "Conversion Expiration Time"), the Debentures are
convertible into shares of the Company's Common Stock, par value $.20 per share
(the "Common Stock"). Upon conversion, you will receive the number of shares
that results from dividing the principal amount of Debentures you hold (without
adjustment for accrued interest) by the conversion price of $13.55. Therefore,
each $1,000 principal amount of Debentures will be convertible into
approximately 73.8 shares of Common Stock, subject to payment of cash in lieu of
any fractional share. On January 22, 1998, the last reported sale price of
shares of Common Stock as reported by the Nasdaq National Market was $19 1/16
per share. Based on such sale price, $1406.81 would be the market value of the
Common Stock into which each $1,000 principal amount of Debentures is
convertible. The actual market value of the Common Stock will depend upon future
market prices, and you are urged to refer to more recent quotations. The Common
Stock is quoted on the Nasdaq National Market under the symbol "MSCC." The
future market prices of the Common Stock also may be materially and adversely
affected by the risk factors described in the Company's most recent Form 10-K
and Form 10-Q filed with the Securities and Exchange Commission.
IF YOU SURRENDER YOUR DEBENTURES AND YOUR DEBENTURES ARE RECEIVED BY THE
CONVERSION AGENT PRIOR TO 4:00 P.M., LOS ANGELES TIME, ON FEBRUARY 12, 1998
ACCOMPANIED BY A COMPLETED AND SIGNED NOTICE OF CONVERSION AND FORM W-9, SUCH
DEBENTURES WILL BE CONVERTED.
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MANNER OF CONVERSION
To convert Debentures into Common Stock, the registered holder thereof must
complete and sign the form of conversion notice printed on the back side of the
Debenture certificate and surrender such Debentures for conversion to the
Conversion Agent
Bank of New York
Reorganization Unit
Lobby Level
101 Barclay Street
New York, New York 10286
Holders are also entitled to convert less than the full principal amount of
Debentures held by them provided that such portion is an integral multiple of
$1,000 and the conversion notice referred to above indicates the portion of
Debentures to be converted.
Since it is the time of receipt, not the time of mailing, that determines
whether Debentures have been properly surrendered for conversion, sufficient
time should be allowed for Debentures sent by mail to be received by the
Conversion Agent prior to the deadline set forth above. The method of delivery
of all documents, including Debentures, is at the election and risk of the
surrendering holder. If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. Any Debentures not duly surrendered
for conversion prior to such time will have no rights other than the right to
receive the Redemption Price.
Upon the surrender of Debentures with a completed and signed conversion
notice, the holder converting the Debentures will be deemed to be the holder of
record of the Common Stock issuable on such conversion, and all rights with
respect to the Debentures surrendered will terminate except the right to receive
shares of Common Stock and a cash payment in lieu of any fractional share. As
promptly as practicable after the surrender of Debentures as aforesaid, the
Company will issue and will deliver at the office of the Conversion Agent a
certificate or certificates for the number of full shares of Common Stock
issuable upon the conversion of such Debentures and a check for the cash amount
payable in lieu of any fractional share.
The Company will pay or cause to be paid any documentary stamp or transfer
taxes payable on the issue of shares of Common Stock upon conversion. The
Company will require holders of Debentures to pay the Company any amount
required to cover any tax which may be due in respect of the issue upon
conversion of shares of Common Stock in a name other than that of the registered
holder of the Debentures being converted. If a Form W-9 is not provided, and in
certain other cases, any cash payment may be subject to backup withholding.
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MANNER OF REDEMPTION
Redemption Date. 4:01 p.m. Los Angeles time, on Thursday, February 12,
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1998.
Redemption Price. Redemption at $1,000 per $1,000 principal amount of
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Debentures plus accrued interest from September 1, 1997 to the Redemption Date
of $26.27 for a total redemption price of $1,026.27 for each $1,000 principal
amount of Debentures not converted prior to the Conversion Expiration Time.
Cessation of Interest Accrual. Interest on the Debentures will cease to
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accrue on and after the Redemption Date, unless the Company defaults on payment
of the Redemption Price.
Redemption Procedure. If a holder desires to receive the Redemption Price
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for Debentures, such Debentures must be sent to the Paying Agent-
Bank of New York
Bond Redemption Unit
Lobby Level
101 Barclay Street
New York, New York 10286
To receive the Redemption Price for any Debentures, the holder thereof must
surrender such Debentures to the Paying Agent at the address set forth above
accompanied by a Form W-9. On or after the Redemption Date, the holder of any
Debentures surrendered for redemption shall be paid by the Paying Agent the
Redemption Price for each Debenture, without any interest accruing on and after
the Redemption Date. Payments for Debentures surrendered for redemption will in
all cases be made only after the Redemption Date and after the Paying Agent's
receipt of the surrendered Debentures and any other documents required by the
Paying Agent.
Tax Effects. Receipt of the redemption price upon redemption would create
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a taxable event to you. If a Form W-9 is not provided, and in certain other
cases, any cash payment may be subject to backup withholding.
Questions and requests for assistance: Please contact Mr. David R.
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Sonksen, Vice President-Finance and Secretary, Microsemi Corporation at (714)
979-8220 or the Conversion Agent and Paying Agent at (212) 815-4997.
This notice is given pursuant to paragraph 5 of the Debentures and in
accordance with the terms of the Indenture (the "Indenture") dated as of March
1, 1987, between the Company and BNY Western Trust Company, successor to First
Interstate Bank of California as Trustee (the "Trustee"). The Trustee has
mailed, in the name of the Company, a copy of this Notice of Redemption to all
registered holders of Debentures.
MICROSEMI CORPORATION
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EXHIBIT 99.3
[LOGO OF MICROSEMI CORPORATION APPEARS HERE]
MICROSEMI ANNOUNCES REDEMPTION OF 5 7/8 PERCENT CONVERTIBLE SUBORDINATED
DEBENTURES
SANTA ANA, Calif.--January 26, 1998--Microsemi Corp. (Nasdaq: MSCC) Monday
announced that it will redeem on Feb. 12, 1998, all of its outstanding 5-7/8
percent convertible subordinated debentures due 2012.
The debentures are redeemable at $1,000 principal amount, plus accrued
interest to Feb. 12, 1998, of $26.27 per $1,000 principal amount, for a total
redemption price of $1,026.27.
The debentures are convertible into the company's common stock at a
conversion price of $13.55 per share, or 73.8 shares per $1,000 principal
amount. Debentures may be converted at any time prior to 5:00 p.m. PST, on Feb.
12, 1998, in accordance with the terms of the indenture.
Debentures may be presented for payment of the redemption price at the Bank
of New York, Bond Redemption Unit, Lobby Level, 101 Barclay St., New York, N.Y.
10286 for redemption, and for conversion at the Bank of New York, Reorganization
Unit, Lobby Level, 101 Barclay St., New York, N.Y. 10286.
On Feb. 12, 1998, the redemption price and accrued interest on each
outstanding debenture will become due and payable, and interest thereon will
cease to accrue. If the debenture holder elects to convert, no payment of
interest and no adjustment in respect of interest will be made, and no
fractional shares of common stock will be issued; however, if a conversion
results in a fraction of a share, the debenture holders will receive a cash
payment in lieu thereof.
The company has previously received notices from holders of $22,953,000 in
face value of debentures, indicating their intention to convert their debentures
into common stock. This represents 69 percent of the outstanding debentures.
The company is sending to each debenture holder of record a notice and
transmittal letter outlining the procedure for redemption and conversion.
Debenture holders who require further information should contact Microsemi
Investor Relations at 714/979-8220.
Microsemi is a multinational supplier of high-reliability power
semiconductors, surface mount and custom diode assemblies for the electronics,
computer, telecommunications, space, defense and medical markets. More
information may be obtained by contacting the company directly or by visiting
the company's website at http://www.microsemi.com
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"Safe Harbor" Statement under the Private Securities Litigation Reform Act
of 1995: Any statements set forth in this news release that are not historical
in nature are forward-looking statements that involve risks and uncertainties
that could cause actual results to differ materially from those in the forward-
looking statements. Forward-looking statements are inherently subject to risks
and uncertainties, some of which cannot be predicted or quantified. Potential
risks and uncertainties include but are not limited to such factors as the
strength and competitive pricing environment of the semiconductor marketplace,
demand for and acceptance of the company's products, the success of planned
marketing and promotional campaigns, realization of backlog, as well as other
factors identified in the Company's most recent Form 10-K and subsequent Forms
10-Q filed by the company with the Securities and Exchange Commission.
CONTACT: Microsemi Corp., Santa Ana
David R. Sonksen, 714/979-8220
or
Silverman Heller Associates, Los Angeles
Eugene G. Heller/Philip Bourdillon, 310/208-2550
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