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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
November 3, 2000
Date of Report (Date of earliest event reported)
XICOR, INC.
(Exact name of registrant as specified in its charter)
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California 0-9653 94-2526781
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
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1511 Buckeye Drive
Milpitas, California 95035
(Address of principal executive offices)
(408) 432-8888
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 3, 2000, Xicor, Inc. ("Xicor") completed the sale of its
wafer fabrication assets and inventory, located in Milpitas, California, to
Standard MEMS, Inc. ("Standard MEMS") for a gross purchase price of $12.825
million. The transaction was completed pursuant to an Asset Purchase Agreement
("Purchase Agreement") dated October 24, 2000. Under a related agreement,
Standard MEMS has become Xicor's fourth foundry and for the next two years is
committed to supply, and Xicor is committed to purchase, certain minimum
quantities of wafers. With the sale of the Milpitas wafer fabrication assets and
inventory, Xicor will now outsource all of its wafer fabrication and will
continue its operations as a fabless semiconductor company.
The terms of the Purchase Agreement, and the other agreements,
instruments and documents contemplated by the Purchase Agreement were the result
of arms-length negotiations among the parties. The Purchase Agreement is
included with this Report on Form 8-K as Exhibit 2.1. The foregoing description
of the sale is qualified in its entirety by reference to such Exhibit.
On November 6, 2000, Xicor issued a press release announcing the
completion of the sale of its Milpitas wafer fabrication assets and inventory to
Standard MEMS, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Exhibits
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Exhibit Number Description
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2.1 Asset Purchase Agreement between Standard MEMS, Inc. and Xicor,
Inc. dated October 24, 2000.
99.1 Press release dated November 6, 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.
XICOR, INC.
Dated: November 16, 2000
By: /s/ Bruce Gray
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Bruce Gray
Acting President
(Principal Executive Officer)
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EXHIBIT INDEX
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Exhibit Number Description
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2.1 Asset Purchase Agreement between Standard MEMS, Inc. and Xicor,
Inc. dated October 24, 2000.
99.1 Press release dated November 6, 2000.
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