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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 5)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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VLSI TECHNOLOGY, INC.
(Name Of Subject Company)
VLSI TECHNOLOGY, INC.
(Name Of Person(s) Filing Statement)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title Of Class Of Securities)
918270109
(Cusip Number Of Class Of Securities)
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ALFRED J. STEIN
CHIEF EXECUTIVE OFFICER
VLSI TECHNOLOGY, INC.
1109 MCKAY DRIVE
SAN JOSE, CALIFORNIA 95131
(408) 434-3100
(Name, Address And Telephone Number Of Person Authorized To
Receive Notice And Communications On Behalf Of Person(s) Filing Statement)
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COPIES TO:
CHRISTOPHER L. KAUFMAN
LATHAM & WATKINS
135 COMMONWEALTH DRIVE
MENLO PARK, CALIFORNIA 94025
(650) 328-4600
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This Amendment No. 5 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission
(the "Commission") on March 18, 1999 (as subsequently amended, the "Schedule
14D-9"), by VLSI Technology, Inc., a Delaware corporation ("VLSI"), relating to
the cash tender offer by Koninklijke Philips Electronics N.V., a company
organized under the laws of The Netherlands ("Philips"), and KPE Acquisition
Inc. ("KPE"), a Delaware corporation and an indirect wholly owned subsidiary of
Philips, to purchase all outstanding shares of Common Stock, par value $.01 per
share (the "Common Stock"), of VLSI including the associated preferred stock
purchase rights (the "Rights" and, together with the Common Stock, the "Shares")
issued pursuant to the Common Share Rights Agreement, dated as of November 7,
1989, as amended on August 12, 1992, as amended and restated on August 24, 1992
and as further amended and restated as of March 7, 1999, all as set forth in the
Second Amended and Restated Rights Agreement (the "Second Amended and Restated
Rights Agreement"), between VLSI and BankBoston, N.A. (formerly The First
National Bank of Boston), as Rights Agent, at a price of $17.00 per Share, net
to the seller in cash, upon the terms and subject to the conditions set forth in
KPE's Offer to Purchase dated March 5, 1999 and the related Letter of
Transmittal (which together constitute the "Philips Offer"). The Philips Offer
is disclosed in a Tender Offer Statement on Schedule 14D-1, dated March 5, 1999
(as subsequently amended, the "Schedule 14D-1"), as filed with the Commission.
Unless otherwise indicated, all capitalized terms used but not defined shall
have the meanings ascribed to them in the Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
The response to Item 4 is hereby amended and supplemented by adding the
following:
On April 2, 1999, Philips announced that the expiration of the Philips Offer
had been extended to 12:00 midnight, New York City time on April 16, 1999.
On April 2, 1999, VLSI issued a press release relating to Philips'
announcement. A copy of this press release is included as Exhibit 30 hereto and
is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The response to Item 9 is hereby amended by the addition of the following
new exhibit:
30. Press Release of VLSI dated April 2, 1999.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
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Dated: April 2, 1999 VLSI TECHNOLOGY, INC.
By: /s/ Alfred J. Stein
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Name: Alfred J. Stein
Title: Chairman of the Board and
Chief Executive Officer
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Exhibit 30
VLSI BOARD CONTINUES TO RECOMMEND
THAT STOCKHOLDERS NOT TENDER THEIR SHARES TO PHILIPS
SAN JOSE, CA, APRIL 2, 1999 -- VLSI Technology, Inc. (Nasdaq: VLSI) today
announced that the VLSI Board of Directors continues to recommend that VLSI
stockholders not tender their shares to Royal Philips Electronics in the
unsolicited cash tender offer extended earlier today by Philips.
Earlier today, Philips reported that it has extended its tender offer for all
of the outstanding shares of VLSI at $17.00 per share to 12:00 midnight, New
York City time on Friday, April 16, 1999. Philips' offer was scheduled to
expire at 12:00 midnight, New York City time, on Thursday, April 1, 1999.
VLSI Technology, Inc. designs and manufactures custom and semi-custom
integrated circuits for leading firms in the wireless communications,
networking, consumer digital entertainment and advanced computing markets.
The company is based in San Jose, Calif. with 1998 revenues from continuing
operations of $547.8 million, and approximately 2,200 employees worldwide.
Information related to VLSI Technology is available at VLSI's homepage,
www.vlsi.com.
