<PAGE>
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): April 14, 1999
SYMMETRICOM, INC.
(Exact name of registrant as specified in its charter)
California 0-2287 95-1906306
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
2300 Orchard Parkway, San Jose, California 95131-1017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 408-943-9403
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
ITEM 2. ACQUISTION OR DISPOSITON OF ASSETS
Agreement for Disposition of Linfinity Microelectronics Inc., a subsidiary of
- -----------------------------------------------------------------------------
Symmetricom, Inc.
- -----------------
On April 14, 1999, Symmetricom, Inc., a California corporation,
("Symmetricom" or "Registrant"), Linfinity Microelectronics Inc., a Delaware
corporation which is a subsidiary of Symmetricom, ("Linfinity"), Microsemi
Corporation, a Delaware corporation, ("Purchaser")and Micro-Linfinity
Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of
Purchaser, ("Purchaser Sub") completed an agreement in which the Purchaser Sub
was merged with and into Linfinity. Following the merger, the separate
corporate existence of Purchaser Sub ceased and Linfinity continues as the
surviving corporation.
Symmetricom issued a news release concerning the Merger, which is
attached as Exhibit 99.4 hereto.
The aggregate purchase price payable for all the capital stock of
Linfinity in the Merger is $24,125,001 (the "Purchase Price") of which
$1,125,000 shall be held in escrow for a period of two years. The
consideration to be paid to shareholders of Linfinity is $2.96 (the "Preferred
Price Per Share") and $1.46 (the "Common Price Per Share"). The outstanding
capital stock of Linfinity is comprised of 6,000,000 shares of Preferred Stock
and 4,197,824 shares of Common Stock. There are stock options outstanding to
purchase 121,449 and 109,000 shares of Linfinity's Common Stock at $0.50 and
$0.80 per share, respectively. The holders of these options are entitled to
receive in cash the difference between $1.46 and the option exercise price.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
99.4 News release dated April 14, 1999, relating to the Merger in
accordance with the Agreement and Plan of Reorganization By and Among Linfinity
Microelectronics Inc., Symmetricom, Inc., Micro-Linfinity Acquisition
Corporation, and Microsemi Corporation dated as of February 10, 1999.
<PAGE>
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.
SYMMETRICOM, INC.
(Registrant)
DATE: April 29, 1999 By: /s/ Thomas W. Steipp
-----------------------------
Thomas W. Steipp
Chief Executive Officer
and Chief Financial Officer
(for Registrant and as
Principal Financial and
Accounting Officer)
<PAGE>
EXHIBIT 99.4
SYMMETRICOM COMPLETES SALE OF
LINFINITY MICROELECTRONICS
TO MICROSEMI CORPORATION
SAN JOSE, California -- April 14, 1999 -- Symmetricom (NASDAQ: SYMM) announced
today that it completed the sale of its Linfinity Microelectronics Inc.
subsidiary to Microsemi Corporation (NASDAQ: MSCC), effective April 14, 1999.
Under the agreement, Symmetricom sold all of the outstanding equity in Linfinity
Microelectronics to Microsemi for approximately $24.1 million in cash, of which
approximately $1.1 million is subject to an escrow agreement.
This transaction, which concludes Symmetricom's previously announced efforts to
secure a strategic partnership for Linfinity Microelectronics, enables the
company to focus on its network synchronization, timing and location business.
Symmetricom (NASDAQ: SYMM) provides advanced network synchronization products
that play a critical role in the operation and quality of service of
sophisticated telecommunications networks. Symmetricom's synchronization and
timing equipment is installed in telecommunications offices in over 50 countries
worldwide. Global customers include network operators and network service
providers. The company is developing products based on its proprietary Global
Positioning System (GPS), Bestime(TM) intelligent clock, and Powerhelix(TM)
antenna technologies to address synchronization, timing and location needs of
global communications markets.
