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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) February 12, 1998
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MICROSEMI CORPORATION
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(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-8866 95-2110371
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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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
Conversion of Debentures
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On February 18, 1998, Microsemi Corporation, a Delaware corporation (the
"Registrant"), issued a news release which announced that the holders of the
Registrant's 5 7/8% Convertible Subordinated Debentures due 2012
("Debentures") had converted Debentures into the Registrant's Common Stock, par
value $.20 per share. The Registrant's news release concerning the Debenture
conversions is attached as Exhibit 99.1 hereto and incorporated herein by this
reference.
The final tally as of February 20, 1998 shows that a total of $33,236,000
in principal amount of Debentures were converted at the Debenture conversion
price of $13.55 of principal amount per share.
This resulted in the issuance of approximately 2,452,841 shares of Common
Stock. The shares issued upon conversion have been registered by the Company
under the Securities Act of 1933 on Form S-2, Registration No. 33-11967, which
was declared effective on February 25, 1987 and issued in reliance upon such
registration or Section 3(a)(9) under the Securities Act of 1933, as amended.
The Common Stock of the Registrant issued upon conversion of Debentures are
eligible for public trading. The Common Stock is traded on the Nasdaq National
Market under the symbol "MSCC".
A total of $23,000 in principal amount of Debentures was surrendered for
redemption or was not surrendered for conversion on a timely basis. This amount
represents less than seven ten-thousandths (7/10,000ths) of the principal amount
of Debentures that was outstanding.
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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 February 18, 1998 relating
to the conversion by the holders of Debentures and
the Registrant's issuance of Common Stock
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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: February 20, 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
EXHIBIT NO. DESCRIPTION
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99.1 News Release dated February 18, 1998 relating
to the conversion by the holders of Debentures and
the Registrant's issuance of Common Stock
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EXHIBIT 99.1
NEWS RELEASE DATED FEBRUARY 18, 1998 RE CONVERSIONS
[LOGO OF MICROSEMI CORPORATION APPEARS HERE]
David R. Sonksen Eugene G. Heller/Philip Bourdillon February 18, 1998
V.P. Finance & CFO Silverman Heller Associates
714-979-8220 310-208-2550
MICROSEMI ANNOUNCES 100% DEBENTURE CONVERSION
Santa Ana, California -- February 18, 1998 -- Microsemi Corporation (NASDAQ:
MSCC) today announced that, following a Redemption Notice issued on January 17,
1998, it has received Conversion Notices from the holders of 100% of the
Company's $33,259,000 in outstanding 5 7/8% Convertible Subordinated Debentures
due 2012.
Accordingly, the Company has issued 2,454,538 shares of common stock at the
conversion price of $13.55 per share. The conversion increases the number of
common shares outstanding by 26.6%, to 11,674,436 from 9,219,898. The increase
in shares outstanding will impact the calculation of basic earnings per share;
however, it will not impact diluted earnings per share, since that calculation
has always included the effect of the conversion.
Two benefits result from this conversion. First, the Company's equity is
increased by approximately $33.3 million (the amount of the former debt). This
would have had the effect (on a pro forma basis) of increasing the equity at
December 28, 1997 from $45.6 million to $78.9 million. Second, the annual
interest expense of approximately $2.0 million will be eliminated.
Microsemi Corporation is a global 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.
"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, as well as other factors identified in the
Company's most recent Form 10-K and subsequent Forms 10-Q.
