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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) December 22, 2000
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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
Shareholder Rights Plan
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On December 22, 2000, Microsemi Corporation, a Delaware corporation (the
"Registrant"), issued a news release which announced that the Registrant had
entered into a Rights Agreement dated December 22, 2000 between the Registrant
and Mellon Investor Services, LLC, as Rights Agent (the "Rights Agreement").
Record holders as of the close of trading on December 22, 2000 received a
dividend of one Right for each one share of Common Stock held.
Presently, the Rights are represented by the same certificates that
represent the Common Stock and do not trade separately. Triggering events that
may cause the Rights to trade separately and be exercisable include acquisitions
of 20% of more of the Common Stock then outstanding. The Rights Agreement, the
Certificate of Designation of Series A Junior Participating Preferred Stock, the
form of notice sent to the Registrant's stockholders, and the Registrant's news
release concerning the Rights Agreement are incorporated herein by this
reference.
The Rights Agreement has potentially an anti-takeover effect. In addition,
Section 203 of the Delaware General Corporation Law has the potential of
adversely affecting an acquisition of 15% or more of Delaware corporations, like
the Registrant, the authorized and unissued preferred stock of the Registrant
has the potential of being issued in ways that would adversely affect an
acquiror, and certain bylaw provisions and employment arrangements have terms
that also may make more difficult, or may defer or prevent various acquisitions
of the Registrant by third parties. An acquisition of the Registrant could
result in stockholders receiving a premium price for their shares, and anti-
takeover measures may have an adverse effect on the possibility of such an
acquisition.
The Common Stock is traded on the Nasdaq National Market under the symbol
"MSCC".
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(a) Financial Statements of Business Acquired.
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Not applicable.
(b) Unaudited Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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3.1 Certificate of Designation of Series A Junior
Participating Preferred Stock, par value $1.00
per share, of the registrant(1)
3.2 Legend on Common Stock certificates regarding
Rights Agreement(1)
4.2 Rights Agreement dated December 22, 2000 between
the registrant and Mellon Investor Services, LLC,
as Rights Agent, and the exhibits thereto(1)
20.1 Letter to Stockholders dated December 22, 2000
and attached Summary of Shareholder Rights Plan(1)
99.1 News Release dated December 22, 2000(1)
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(1) Filed by the Registrant as a like-numbered exhibit with
the Registration Statement on Form 8-A filed December 29, 2000.
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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: December 22, 2000 By: /s/ DAVID R. SONKSEN
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David R. Sonksen,
Executive Vice President,
Treasurer, Chief Financial
Officer and Secretary
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MICROSEMI CORPORATION
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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3.1 Certificate of Designation of Series A Junior
Participating Preferred Stock, par value $1.00 per
share, of the registrant(1)
3.2 Legend on Common Stock certificates regarding
Rights Agreement(1)
4.2 Rights Agreement dated December 22, 2000 between
the registrant and Mellon Investor Services, LLC,
as Rights Agent, and the exhibits thereto(1)
20.1 Letter to Stockholders dated December 22, 2000
and attached Summary of Shareholder Rights Plan(1)
99.1 News Release dated December 22, 2000(1)
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(1) Filed by the Registrant as a like-numbered exhibit with
the Registration Statement on Form 8-A filed December 29, 2000.
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