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UNITED STATES
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
Date of Report (Date of earliest event reported) June 21, 2000
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BURR-BROWN CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 1-11438 86-0445468
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6730 S. TUCSON BOULEVARD, TUCSON, ARIZONA 85706
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(Address of principal executive offices) (Zip code)
(520) 746-7365
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Registrant's telephone number, including area code
N/A
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
Burr-Brown Corporation, a Delaware corporation (the "Company"), Texas
Instruments Incorporated, a Delaware corporation ("Parent"), and Burma
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
Parent ("Merger Sub"), entered into an Agreement and Plan of Merger, dated as of
June 21, 2000 (the "Merger Agreement"), pursuant to which, and subject to the
conditions thereof, the Company will become a wholly-owned subsidiary of Parent
through the merger of Merger Sub with and into the Company.
In connection with the Merger Agreement, the Company and Parent entered
into a Stock Option Agreement, dated as of June 21, 2000 (the "Stock Option
Agreement"), pursuant to which Parent has the rights, under certain
circumstances and subject to the conditions thereof, to purchase up to
11,236,702 shares of the Company's common stock, par value $.01 per share, at an
exercise price of $112.94 per share. Also in connection with the Merger
Agreement, Parent, Merger Sub, the Company and certain directors and officers of
the Company, in their capacity as stockholders, who collectively hold 16,787,528
shares of the Company's outstanding common stock, entered into a Voting
Agreement, dated as of June 21, 2000 (the "Voting Agreement"), pursuant to which
and subject to the conditions thereof, such stockholders have agreed to vote
their shares of Company common stock to approve the Merger Agreement.
Copies of the Merger Agreement, the Stock Option Agreement and the
Voting Agreement are attached hereto as Exhibit 2.1, Exhibit 4.1 and Exhibit
4.2, respectively. Such Exhibits are incorporated by reference into this Item 5
and the foregoing description is qualified in its entirety by reference to such
Exhibits.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
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EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of June 21, 2000, among
Burr-Brown Corporation, a Delaware corporation, Texas
Instruments Incorporated, a Delaware corporation, and Burma
Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of Texas Instruments Incorporated.
4.1 Stock Option Agreement, dated as of June 21, 2000, between
Texas Instruments Incorporated, a Delaware corporation, and
Burr-Brown Corporation, a Delaware corporation
4.2 Voting Agreement, dated as of June 21, 2000, among Texas
Instruments Incorporated, a Delaware corporation, Burr-Brown
Corporation, a Delaware corporation, Burma Acquisition Corp.,
a Delaware corporation and wholly-owned subsidiary of Texas
Instruments Incorporated, and the stockholders named therein.
99.1 Press Release dated June 21, 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.
BURR-BROWN CORPORATION
Date: June 21, 2000 By: /s/ J. Scott Blouin
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J. Scott Blouin
(Executive Vice President and Chief Financial
Officer)
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
2.1 Agreement and Plan of Merger, dated as of June 21, 2000, among
Burr-Brown Corporation, a Delaware corporation, Texas
Instruments Incorporated, a Delaware corporation, and Burma
Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of Texas Instruments Incorporated.
4.1 Stock Option Agreement, dated as of June 21, 2000, between
Texas Instruments Incorporated, a Delaware corporation, and
Burr-Brown Corporation, a Delaware corporation
4.2 Voting Agreement, dated as of June 21, 2000, among Texas
Instruments Incorporated, a Delaware corporation, Burr-Brown
Corporation, a Delaware corporation, Burma Acquisition Corp.,
a Delaware corporation and wholly-owned subsidiary of Texas
Instruments Incorporated, and the stockholders named therein.
99.1 Press Release dated June 21, 2000.
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