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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 10)
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. 10 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (as subsequently amended, the "Schedule 14D-9")
filed with the Securities and Exchange Commission (the "Commission") on March
18, 1999, 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,
as further amended and restated as of March 7, 1999, and as further amended on
May 1, 1999 (as amended and restated, the "Second Amended and Restated Rights
Agreement"), between VLSI and BankBoston, N.A. (formerly The First National Bank
of Boston), as Rights Agent. Philips and KPE have offered to purchase the Shares
for $21.00 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, as
amended and supplemented by the Supplement to the Offer to Purchase dated May 5,
1999 and the related revised Letter of Transmittal (which together constitute
the "Amended Philips Offer"). The Amended 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.
On May 12, 1999, Philips issued a press release announcing that the
expiration date of the Amended Philips Offer, which was scheduled for 12:00
midnight, New York City time, Friday, May 14, 1999, has been extended to 12:00
midnight, New York City time on Tuesday, June 1, 1999, unless the Amended
Philips Offer is further extended. A copy of the press release is filed as
Exhibit 43 hereto and is incorporated by reference herein.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended by the addition of the following new exhibit:
43. Press release issued by Philips, dated May 12, 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: May 13, 1999 VLSI TECHNOLOGY, INC.
By:
/s/ ALFRED J. STEIN
Name: Alfred J. Stein
Title: Chairman of the Board and
Chief Executive Officer
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Exhibit 43
ROYAL PHILIPS ELECTRONICS EXTENDS $21 PER SHARE CASH
TENDER OFFER FOR VLSI TECHNOLOGY
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SUNNYVALE, CA, May 12, 1999 -- Royal Philips Electronics (NYSE:PHG),
today announced that it is extending the expiration date of its $21.00 per
share cash tender offer to acquire all of the outstanding shares of VLSI
Technology, Inc. (Nasdaq:VLSI) to 12:00 midnight, New York City time on
Tuesday, June 1, 1999, unless the tender offer is further extended. At the
close of business on May 11, 1999, approximately 2,370,000 shares of VLSI's
common stock had been validly tendered and not withdrawn pursuant to Philips'
tender offer. The tender offer was scheduled to expire at 12:00 midnight,
New York City time, on Friday, May 14, 1999. The expiration date was
extended in order to allow for the resolution of the regulatory issues
described below.
Philips and VLSI are discussing arrangements with relevant United States
authorities to ensure that Philips' acquisition of VLSI would not present
national security concerns based on VLSI's government contracts. Though no
assurance can be given, Philips expects to reach such arrangements.
In addition, after completing collection of information about VLSI's
business, Philips determined that it is required to make an antitrust filing
in Germany. Accordingly, Philips intends to make such a filing on May 17,
1999, as to which a 30-day waiting period applies. Although there can be no
assurances that its request will be granted, Philips will request that the
waiting period terminate on May 31, 1999.
# # #
Royal Philips Electronics of the Netherlands is one of the world's biggest
electronics companies and Europe's largest, with sales of US$33.9 billion in
1998. It is a global leader in color television sets, lighting, electric
shavers, color picture tubes for televisions and monitors, and one-chip TV
products. Its 233,700 employees in more than 60 countries are active in the
areas of lighting, consumer electronics, domestic appliances, components,
semiconductors, medical systems, business electronics, and IT services
(Origin). Philips is quoted on the NYSE, London, Frankfurt, Amsterdam and
other stock exchanges. News from Philips is located at www.news.philips.com.
