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UNITED STATES
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): JANUARY 21, 1998
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CHIPS AND TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-15012 77-0047943
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
2950 ZANKER ROAD, SAN JOSE, CA 95134
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 434-0600
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(a) Pursuant to a Tender Offer which commenced on August 1, 1997 and
closed on January 21, 1998 (the "Tender Offer"), Intel Corporation, a Delaware
corporation ("Intel"), acquired control of Chips and Technologies, Inc., a
Delaware corporation (the "Registrant"). In the Tender Offer, Intel Enterprise
Corporation, a Delaware corporation and a wholly-owned subsidiary of Intel
("Merger Sub"), acquired from the public stockholders 22,472,111 shares of the
Registrant's Common Stock, par value $0.01 per share (the "Common Stock"),
constituting approximately 95 % of the outstanding shares of Common Stock. Intel
acquired such shares in the Tender Offer for a price of $17.50 per share, for a
total purchase price of approximately $400,000,000. The source of the purchase
price was cash on hand.
Arrangements with regard to changes in the composition of the Board of
Directors of the Registrant were previously reported in the Information
Statement Pursuant to Section 14(f) filed as Annex A to the Registrant's
Schedule 14D-9 filed August 1, 1997. Pursuant to the Agreement and Plan of
Merger (the "Merger Agreement") among the Registrant, Intel and Merger Sub,
immediately following the close of the Tender Offer, the Board of Directors of
the Registrant was expanded from four to nine members, and the following people
were appointed as directors of the Registrant:
<TABLE>
<CAPTION>
NAME POSITION WITH INTEL
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<S> <C>
Cary I. Klafter Director of Corporate Affairs since 1996
Suzan A. Miller Senior Attorney since 1991
Patrice C. Scatena Senior Attorney and Assistant Secretary since 1994
Arvind Sodhani Vice President and Treasurer
Leslie L. Vadasz Senior Vice President , Corporate Business
Development since 1991; Director since 1989
</TABLE>
(b) There are no other arrangements known to the Registrant which may
result in a change of control of the Registrant.
ITEM 5. OTHER EVENTS.
As described in the Tender Offer materials and pursuant to the Merger
Agreement, following the closing of the Tender Offer, Merger Sub acquired all of
the outstanding shares of Common Stock of the Registrant not acquired by it in
the Tender Offer. Merger Sub merged with and into the Registrant, and the
Registrant became a wholly-owned subsidiary of Intel effective as of 11:59 p.m.
on January 30, 1998 (the "Merger"). Upon consummation of the Merger, each
outstanding share of the Registrant's Common Stock converted into the right to
receive $17.50 in cash, which is the same consideration per share as paid in the
Tender Offer. Prior to the Merger, Intel owned approximately 95 % of the
outstanding shares of the Registrant, and acquired the remaining 5 % pursuant to
the Merger.
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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 thereunto duly authorized.
Date: February 4, 1998 CHIPS AND TECHNOLOGIES, INC.
By: /s/ Jeffery Anne Tatum
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Jeffery Anne Tatum, Vice President,
General Counsel and Secretary
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