SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) June 17, 1999
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VLSI TECHNOLOGY, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-11879 94-2597282
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification No.)
1109 McKay Drive, San Jose, California 95131
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (408)434-3000
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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 1. Changes in Control of Registrant.
On June 1, 1999, Koninklijke Philips Electronics N.V.
("Philips") and its indirect wholly owned subsidiary, KPE Acquisition
Inc. ("KPE"), completed their previously announced tender offer (the
"Tender Offer") for the shares of Common Stock, par value $.01 per
share, including the associated preferred share purchase rights
(collectively, the "Shares") of VLSI Technology, Inc. ("VLSI"). The
shares Philips acquired in the Tender Offer combined with the shares of
VLSI already owned by Philips and its affiliates constituted
approximately 93.2% of the outstanding Shares. On June 17, 1999, KPE,
pursuant to the Agreement and Plan of Merger, dated as of May 1, 1999,
among Philips, KPE and VLSI (the "Merger Agreement"), merged with and
into VLSI (the "Merger"). VLSI thereby became a wholly owned subsidiary
of Philips. All remaining outstanding Shares (other than Shares owned
by Philips, KPE or any other subsidiary of Philips) were, by virtue of
the Merger and without any action on the part of the holder thereof,
converted into the right to receive $21.00 in cash per Share (subject to
the right of holders who comply with applicable procedures under the
Delaware General Corporation Law to exercise the right to receive the
"fair value" of their Shares).
Items 2-4. Not Applicable.
Item 5. Other Events.
Debt Tender
As a result of the consummation of the Tender Offer and as
required by the Indenture dated September 1, 1995 (the "Indenture"), on
June 21, 1999, VLSI commenced an offer (the "Debt Offer") to purchase
all of its outstanding 8.25% Convertible Subordinated Notes due 2005 (the
"Securities").
Under the terms of the Debt Offer, VLSI will purchase the
outstanding Securities at a purchase price equal to 101% of principal
amount, or $1,010 per $1,000 principal amount, plus accrued and unpaid
interest to but excluding the date of payment.
The Debt Offer is scheduled to expire at 5:00 p.m., New York City
time, on Tuesday, July 20, 1999, unless extended. Payment for tendered
Securities will be made in same day funds no later than the fifth
business day following expiration of the Debt Offer.
The Paying Agent for the Debt Offer is Harris Trust and Savings
Bank.
Upon the expiration of the Debt Offer, VLSI intends to take all
actions necessary to remove the Securities from quotation on the Nasdaq
Small Cap Market, on which the Securities are presently quoted.
Conversion Rights
As a result of the Merger and as required by the terms of the
Indenture, VLSI executed a supplemental indenture dated as of June 21,
1999 (the "Supplemental Indenture"), which provides that each holder of
outstanding Securities has the option to convert his or her Securities
into the cash receivable upon consummation of the Merger by a holder of
a number of shares of common stock issuable upon conversion of the
Securities immediately prior to such Merger assuming such holder of
common stock did not exercise his or her rights of election, if any, to
receive cash upon consummation of the Merger. The effect of the
Supplemental Indenture is to give a holder of Securities, for each
$1,000 principal amount of Securities that he or she holds, the right to
convert such Securities into the right to receive $383.21 upon
compliance with the procedures set forth in the Indenture, as
supplemented by the Supplemental Indenture.
Item 6. Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated
as of May 1, 1999, among Philips,
KPE and VLSI (as incorporated by
reference from Exhibit 36 to Schedule 14D-9
Amendment No. 8 filed on May 3, 1999)
Item 8. Not Applicable.
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SIGNATURE
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 thereunder duly authorized.
Dated: June 22, 1999
VLSI TECHNOLOGY, INC.
By: /s/ Thomas C. Tokos
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Name: Thomas C. Tokos
Title: Vice President
and General Counsel
