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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 27, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM ______________ TO ______________
COMMISSION FILE NO. 0-16538
MAXIM INTEGRATED PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-2896096
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
Incorporation or Organization)
120 SAN GABRIEL DRIVE,
SUNNYVALE, CA 94086
(Address of Principal Executives Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
(408) 737-7600
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days:
YES [X] NO[ ]
CLASS:COMMON STOCK, OUTSTANDING AT JANUARY 30, 1997
$.001 PAR VALUE 130,943,860 SHARES
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EXPLANATORY NOTE
The undersigned Registrant hereby amends, as and to the extent set forth
below, the following Item of its Quarterly Report on Form 10-Q for the fiscal
quarter ended December 27, 1997 filed on February 5, 1998 pursuant to Section
13 or 15 (d) of the Securities Exchange Act of 1934:
PART II. OTHER INFORMATION
Item 2: Changes in Securities
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(a) and (b): Not applicable.
(c) Issuance of equity securities of the Registrant not registered under
the Securities Act of 1933.
On October 16, 1997, the Registrant issued 51,526 (after giving effect to a
stock dividend in the nature of a stock split effected in the quarter) shares
of its Common Stock, $0.001 par value, representing most of the purchase price
in the subject purchase. An additional 4,834 shares will be issued to complete
the purchase.
No underwriters were involved. The shares were sold to MCA Technologies, Inc., a
California corporation ("MCA"). MCA plans to liquidate and dissolve in the near
future and distribute the Maxim shares to MCA's shareholders. At the time of
approval of the transaction, that class of issuees consisted of six (6)
shareholders and six (6) persons holding non-voting options to acquire MCA
capital stock.
The consideration for the issuance of Maxim shares was substantially all of the
assets of MCA.
The section of the Securities Act of 1933 under which exemption from
registration is claimed is Section 4 (2). The facts relied on are: all offers
and sales were to a very small number of sophisticated investors for whom the
protections of registration under the Securities Act of 1933 were unnecessary.
The transaction involved no general solicitation or advertising. The issuer
provided full access to information about it and made full disclosure
comparable to that in a registration statement (including, without limitation,
current report on Form 10-K, current annual report to stockholders and current
proxy statement for pending annual meeting of stockholders.) All recipients
have executed, or will execute as a condition of their receipt of shares,
appropriate investment representations, and all certificates issued will bear
appropriate legends restricting resale of the shares in unregistered
transactions.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 to Report on Form 10-Q filed on
Form 10-Q/A to be signed on its behalf by the undersigned thereunto duly
authorized.
FEBRUARY 13, 1998 MAXIM INTEGRATED PRODUCTS,INC.
(Date) (Registrant)
/s/ Michael J. Byrd
------------------------------------------
MICHAEL J. BYRD
Vice President and Chief Financial Officer
(Authorized on behalf of the Registrant
and as Principal Financial Officer)
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