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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 7, 1999
VLSI TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-11879 94-2597282
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1109 McKay Drive
San Jose, California 95131
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(Address of principal executive offices) (Zip Code)
(408) 434-3000
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(Registrant's telephone number, including area code)
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(former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On March 7, 1999, VLSI Technology, Inc., a Delaware corporation (the
"Company"), amended its Bylaws. The amendments to the Bylaws principally
relate to the procedures for meetings of the Company's stockholders and
stockholder action by written consent. The Amendment to the Company's Bylaws,
filed as Exhibit 4.1 hereto, and the press release dated March 8, 1999, filed
as Exhibit 99.1 hereto, are each incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
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Exhibit
No. Description
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4.1 Amendment to the VLSI Technology, Inc. Bylaws
99.1 Press Release dated March 8, 1999
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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.
Dated: March 8, 1999
VLSI TECHNOLOGY, INC.
By: /s/ Thomas C. Tokos
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Name: Thomas C. Tokos
Title: Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
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Exhibits
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4.1 Amendment to the VLSI Technology, Inc. Bylaws
99.1 Press Release dated March 8, 1999
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<PAGE> The Bylaws of VLSI Technology, Inc. are hereby amended
as follows.
Sections 2.2, 2.3, 2.9, 2.13 and 2.14 of the Bylaws are
amended and restated as follows:
"2.2 ANNUAL MEETING
The annual meeting of stockholders shall be held each year on
a date and at a time designated by the Board of Directors. At the meeting,
directors shall be elected and any other business properly brought before the
meeting pursuant to these By-laws may be transacted.
2.3 SPECIAL MEETING
A special meeting of stockholders may be called at any time by
the Board of Directors, the Chairman of the Board, or the President. A
special meeting shall be called by the Secretary of the Corporation upon the
written request of one or more stockholders of record entitled to cast not
less than ten percent (10%) of the votes at the meeting who comply with the
requirements of this Section 2.3. A written request by stockholders to hold
a special meeting shall be signed, dated and delivered personally or sent by
registered mail or by telegraphic or other facsimile transmission to the
Secretary, and shall set forth the information required by Section 2.5 or 2.6
of these By-laws, as applicable. The Board of Directors shall have the sole
power to determine the date, time and place of any special meeting of
stockholders. If a special meeting has been validly requested by
stockholders, the Board of Directors shall set the date of the special
meeting not less than sixty (60) days nor more than seventy-five (75) days
after the date the stockholders' request is delivered to the Corporation.
The notice of any special meeting shall be given promptly by the Secretary,
in accordance with Sections 2.4 and 2.7 of these By-laws, to the stockholders
entitled to vote at the special meeting. If the notice is not given within
twenty (20) days after the date of the receipt of the request, the person or
persons requesting the meeting may give the notice and set the date, time and
place of the meeting, so long as the date of the meeting is not less than
sixty (60) days nor more than seventy-five (75) days after the date the
stockholders' request is delivered to the Corporation. Nothing contained in
this paragraph of this Section 2.3 shall be construed as limiting, fixing, or
affecting the time when a meeting of stockholders called by action of the
Board of Directors may be held.
2.9 ADJOURNMENT OF MEETINGS
Any meeting of stockholders, annual or special, may be
adjourned solely by the chair of the meeting from time to time to reconvene
at the same or some other time, date and place. The stockholders present at
a meeting shall not have authority to adjourn the meeting. Notice need not
be given of any such adjourned meeting if the time, date and place thereof
are announced at the meeting at which the adjournment is taken. If the time,
date and place of the adjourned meeting are not announced at the meeting at
which the adjournment is taken, then the Secretary of the Corporation shall
give written notice of the time, date and place of the adjourned meeting not
less than ten (10) days prior to the date of the adjourned meeting. The
provisions of Section 2.5.3 of these By-laws shall govern the delivery of
such notice.
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At an adjourned meeting at which a quorum is present, the
stockholders may transact any business which might have been transacted at
the original meeting. Once a share is represented for any purpose at a
meeting, it shall be present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is
or must be set for the adjourned meeting. A new record date must be set if
the meeting is adjourned in a single adjournment to a date more than 120 days
after the original date fixed for the meeting. If after the adjournment a
new record date is fixed for the adjourned meeting, notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
adjourned meeting consistent with the new record date.
2.13 PROCEDURES FOR ACTION BY WRITTEN CONSENT
2.13.1 Request for Record Date. (a) The record date
for determining stockholders entitled to express consent to corporate action
in writing without a meeting shall be as fixed by the Board of Directors or
as otherwise established under this Section 2.13.1. Any person seeking to
have the stockholders authorize or take corporate action by written consent
without a meeting shall, by written notice addressed to the Secretary and
delivered to the Corporation and signed by a stockholder of record, request
that a record date be fixed for such purpose. The written notice shall
contain at a minimum the information set forth in Section 2.13.1(b) below.
The Board of Directors shall have ten (10) days following the date of receipt
of the notice to determine the validity of the request. Following the
determination of the validity of the request, and (subject to Section
2.13.1(b)) no later than ten (10) days after the date on which such request
is received by the Corporation, the Board of Directors may fix a record date
for such purpose which shall be no more than ten (10) days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and shall not precede the date such resolution is adopted. If the
Board of Directors fails within ten (10) days after the date the Corporation
receives such notice to fix a record date for such purpose, the record date
shall be the day on which the first written consent is delivered to the
Corporation in the manner described in Section 2.13.3 below unless prior
action by the Board of Directors is required under the General Corporation
Law of Delaware, in which event the record date shall be at the close of
business on the day on which the Board of Directors adopts the resolution
taking such prior action.
(b) Any stockholder's notice required by this Section
2.13.1 shall describe each action that the stockholder proposes to take by
consent. For each such proposal, the notice shall set forth (i) the text of
the proposal (including the text of any resolutions to be adopted by consent
and the language of any proposed amendment to the bylaws of the Corporation),
(ii) the reasons for soliciting consents for the proposal, (iii) any material
interest in the proposal held by the stockholder and the beneficial owner, if
any, on whose behalf the action is to be taken, and (iv) any other
information relating to the stockholder, the beneficial owner, or the
proposal that would be required to be disclosed in filings in connection with
the solicitation of proxies or consents pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder. To the
extent the proposed action by consent involves the election of directors, the
notice shall set forth as to each person whom the stockholder proposes to
elect as a director (i) the name, age, business address, residence address
and nationality of the person, (ii)
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the principal occupation and employment of the person, (iii) the class or
series and number of shares of capital stock of the Corporation which are
owned beneficially or of record by the person and (iv) any other information
relating to the person that would be required to be disclosed in filings
required to be made in connection with solicitations of proxies or consents
for the election of directors pursuant to Section 14 of the Exchange Act and
the rules and regulations promulgated thereunder. In addition to the
foregoing, the notice shall set forth as to the stockholder giving the notice
and the beneficial owner, if any, on whose behalf the notice is given (i) the
name and address of such stockholder as they appear on the Corporation's
books, and the name and address of such beneficial owner, (ii) the class and
number of shares of capital stock of the Corporation which are owned
beneficially and of record by such stockholder and such beneficial owner,
(iii) a description of all arrangements or understandings between such
stockholder and any other person or persons relating to the proposed action
by consent, (iv) a representation whether the stockholder or the beneficial
owner, if any, intends or is part of a group which intends to (1) deliver a
proxy statement and/or consent solicitation statement to holders of at least
the percentage of the Corporation's outstanding capital stock required to
effect the action by consent either to solicit consents or to solicit proxies
to execute consents, and/or (2) otherwise solicit proxies or consents from
stockholders in support of the action to be taken by consent, and (v) any
other information relating to such stockholder and beneficial owner that
would be required to be disclosed in filings required to be made in
connection with solicitation of proxies or consents relating to the proposed
action by consent pursuant to Section 14 of the Exchange Act and the rules
and regulations promulgated thereunder. During the ten (10) day period
following the date of the receipt of the notice required under Section
2.13.1(a), the Corporation may require the stockholder of record and/or
beneficial owner requesting a record date for proposed stockholder action by
consent to furnish such other information as it may reasonably require to
determine the validity of the request for a record date.
2.13.2 Form of Consent. Every written consent
purporting to take or authorize the taking of corporate action and/or related
revocations (each such written consent and related revocation is referred to
in this Section 2.13 as a "Consent") shall bear the date of signature of each
stockholder who signs the Consent, and no Consent shall be effective to take
the corporate action referred to therein unless, within 60 days of the
earliest dated Consent delivered in the manner required by this Section 2.13,
Consents signed by a sufficient number of stockholders to take such action
are so delivered to the Corporation.
2.13.3 Delivery of Consent. A Consent shall be
delivered to the Corporation by delivery to its registered office in the
State of Delaware or to the Secretary of the Corporation at the Corporation's
principal place of business. Delivery to the Corporation's registered office
shall be made by hand or by certified or registered mail, return receipt
requested.
In the event of the delivery to the Corporation of a Consent,
the Secretary of the Corporation shall provide for the safe-keeping of such
Consent and shall promptly conduct such ministerial review of the sufficiency
of the Consents and of the validity of the action to be taken by stockholder
consent as the Secretary deems necessary or appropriate, including, without
limitation, whether the holders of a number of shares having the requisite
voting power to
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authorize or take the action specified in the Consent have given consent;
PROVIDED, HOWEVER, that if the corporate action to which the Consent relates
is the removal or replacement of one or more members of the Board of
Directors, the Secretary of the Corporation shall promptly designate two
persons, who shall not be members of the Board of Directors, to serve as
Inspectors with respect to such Consent and such Inspectors shall discharge
the functions of the Secretary of the Corporation under this Section 2.13.3.
If after such investigation the Secretary or the Inspectors (as the case may
be) shall determine that the Consent is valid and that the action therein
specified has been validly authorized, that fact shall forthwith be certified
on the records of the Corporation kept for the purpose of recording the
proceedings of meetings of stockholders, and the Consent shall be filed in
such records, at which time the Consent shall become effective as stockholder
action. In conducting the investigation required by this Section 2.13.3, the
Secretary or the Inspectors (as the case may be) may, at the expense of the
Corporation, retain special legal counsel and any other necessary or
appropriate professional advisors, and such other personnel as they may deem
necessary or appropriate to assist them, and shall be fully protected in
relying in good faith upon the opinion of such counsel or advisors.
No action by written consent without a meeting shall be
effective until such date as the Secretary or the Inspectors (as the case may
be) certify to the Corporation that the Consents delivered to the Corporation
in accordance with Section 2.13.3 represent at least the minimum number of
votes that would be necessary to take the action.
Nothing contained in this Section 2.13 shall in any way be
construed to suggest or imply that the Board of Directors or any stockholder
shall not be entitled to contest the validity of any Consent or revocation
thereof, whether before or after such certification by the Secretary or the
Inspectors, or to take any other action (including, without limitation, the
commencement, prosecution, or defense of any litigation with respect thereto,
and the seeking of injunctive relief in such litigation).
2.14 RECORD DATE FOR STOCKHOLDER MEETING AND OTHER MATTERS
In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion or exchange of stock or for the purpose
of any other lawful action other than stockholder action by written consent,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which record date: (i) in the case of
determination of stockholders entitled to vote at any meeting of stockholders
or adjournment thereof, shall, unless otherwise required by law, not be more
than sixty (60) nor less than ten (10) days before the date of such meeting,
and (ii) in the case of any other lawful action other than stockholder
action by written consent, shall not be more than sixty days prior to such
other action. If no record date is fixed by the Board of Directors: (i) the
record date for determining stockholders entitled to notice of or to vote at
a meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
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close of business on the day next preceding the day on which the meeting is
held, and (ii) the record date for determining stockholders for any other
purpose (other than stockholder action by written consent) shall be at the
close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting."
The following sections 2.18 and 2.19 are added to the Bylaws:
"2.18 CONDUCT OF MEETINGS
Meetings of stockholders shall be presided over by the
Chairman of the Board or by another chair designated by the Board of
Directors. The date and time of the opening and the closing of the polls for
each matter upon which the stockholders will vote at a meeting shall be
determined by the chair of the meeting and announced at the meeting. The
Board of Directors may adopt by resolution such rules and regulations for the
conduct of the meeting of stockholders as it shall deem appropriate. Except
to the extent inconsistent with such rules and regulations as adopted by the
Board of Directors, the chair of any meeting of stockholders shall have the
exclusive right and authority to prescribe such rules, regulations and
procedures and to do all such acts as, in the judgment of such chair, are
appropriate for the proper conduct of the meeting. Such rules, regulations
or procedures, whether adopted by the Board or prescribed by the chair of the
meeting, may include, without limitation, the following: (i) the
establishment of an agenda or order of business for the meeting; (ii) rules
and procedures for maintaining order at the meeting and the safety of those
present; (iii) limitations on attendance at or participation in the meeting
to stockholders of record of the Corporation, their duly authorized and
constituted proxies or such other persons as the chair of the meeting shall
determine; (iv) restrictions on entry to the meeting after the time fixed for
the commencement thereof; and (v) limitations on the time allotted to
questions or comments by participants. Unless and to the extent determined
by the Board of Directors or the chair of the meeting, meetings of
stockholders shall not be required to be held in accordance with the rules of
parliamentary procedure.
2.19 POSTPONEMENT AND CANCELLATION OF STOCKHOLDER MEETING.
Any previously scheduled annual or special meeting of the
stockholders may be postponed, and any previously scheduled annual or special
meeting of the stockholders called by the Board may be canceled, by
resolution of the Board upon public notice given prior to the time previously
scheduled for such meeting of stockholders."
Sections 2.17(e) and (g) are deleted from the Bylaws.
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VLSI AMENDS SHAREHOLDER RIGHTS PLAN AND BYLAWS
SAN JOSE, CA, MARCH 8, 1999 -- VLSI Technology, Inc. (Nasdaq:VLSI) announced
today that its Board of Directors has adopted an amended and restated
shareholder rights agreement and by-law amendments. The amendments are
intended to protect the Board of Directors' process of evaluating the
unsolicited tender offer of Royal Philips Electronics.
"The Board of Directors continues to have an open mind concerning the Royal
Philips proposal, despite the fact that Royal Philips commenced an
unsolicited tender offer only four business days after it first made its
proposal," said Alfred J. Stein, chief executive officer of VLSI. "Unlike
many other companies, we have also never sought to build defensive barriers
to proposals by establishing a staggered board of directors or abolishing
action by written consent of the stockholders. The amendments adopted today
merely seek to protect the process that enables the Board to evaluate Royal
Philips' offer."
Under the amended and restated plan adopted on March 7, the rights are
triggered upon the acquisition of 10% of VLSI's common stock (persons
currently holding 10% or more of the stock do not trigger the rights). Prior
to amendment, the rights plan was triggered by any person or group acquiring
20% or more of VLSI's common stock. The rights plan as amended also removes a
10-day window that potentially allowed an acquirer to redeem the rights after
replacing the Board of Directors. In addition, the Board also removed a
"continuing director" provision of the pre-amendment plan to bring the plan
into compliance with a recent Delaware Supreme Court decision. Mr. Stein
stated that "the changes will modernize the rights plan, which was last
amended in 1992. The rights plan and by-law amendments are not intended to
interfere with a transaction that is in the best interests of VLSI and its
stockholders." Mr. Stein confirmed that the Board will continue to have the
ability to redeem the rights prior to any triggering event.
The amendments to the by-laws principally relate to the procedures for
meetings of the Company's stockholders and stockholder action by written
consent. No change in the ability of the stockholders to take action was made.
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.
For more information, visit the VLSI homepage, www.vlsi.com.
Contacts: ANALYSTS/INVESTORS MEDIA
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Lisa Ewbank Todd Fogarty/Victoria Weld
Director, Investor Relations Kekst And Company
VLSI Technology, Inc. 212-521-4800
408-474-5519
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