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): JULY 26, 2000
---------------
MICROCHIP TECHNOLOGY INCORPORATED
----------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-21184 86-0629024
--------------- ------------ ----------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
2355 W. CHANDLER BLVD., CHANDLER, ARIZONA 85224-6199
----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (480) 786-7200
--------------
N/A
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 26, 2000, we closed the acquisition of a semiconductor
manufacturing complex located in Puyallup, Washington, from Matsushita
Semiconductor Corporation of America. The acquisition was pursuant to a Purchase
and Sale Agreement between Matsushita Semiconductor Corporation of America and
us, dated as of May 23, 2000, and as subsequently amended by a First Addendum
and Second Addendum. The Purchase and Sale Agreement between us and Matsushita
Semiconductor Corporation of America, dated as of May 23, 2000, and the
subsequent amendments, are filed as Exhibits 2.1, 2.2 and 2.3 to this report on
Form 8-K.
Pursuant to the Purchase and Sale Agreement, we acquired, subject to
specific exclusions as set forth in the Purchase and Sale Agreement, certain of
the assets of Matsushita Semiconductor Corporation of America, consisting of
inoperative semiconductor manufacturing facilities and real property located in
Puyallup, Washington, and certain personal property located thereon or used in
connection with the facility. The total purchase price paid by us for the
acquisition was $80 million in cash.
Matsushita Semiconductor Corporation of America previously used the
facility as a semiconductor manufacturing facility. We will continue to use the
facility as a semiconductor manufacturing facility, initially producing 8-inch
wafers using our 0.7 and 0.5 micron process technologies. The facility will also
house manufacturing operations, offices, meeting rooms and support functions. We
currently intend to begin installing wafer processing equipment in November
2000, with volume production at the facility expected to begin in August 2001.
THE FOREGOING STATEMENTS RELATED TO THE TIMING OF EQUIPMENT INSTALLATION
AND THE COMMENCEMENT OF VOLUME PRODUCTION AT OUR PUYALLUP, WASHINGTON FACILITY
ARE FORWARD-LOOKING STATEMENTS. THESE STATEMENTS INVOLVE RISKS AND UNCERTAINTIES
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY, INCLUDING BUT NOT LIMITED
TO FUTURE DEMAND FOR OUR PRODUCTS, DELAYS IN FACILITIZATION OF THE PUYALLUP,
WASHINGTON FACILITY, AVAILABILITY OF EQUIPMENT AND OTHER SUPPLIES, GENERAL
ECONOMIC CONDITIONS, AND OTHER RISKS DETAILED IN OUR 10-K FOR THE FISCAL YEAR
ENDED MARCH 31, 2000 FILED ON JUNE 7, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
2.1 Purchase and Sale Agreement, dated as of May 23, 2000 between
Microchip Technology Incorporated and Matsushita Semiconductor
Corporation of America
2.2 Addendum dated June 20, 2000 to Purchase and Sale Agreement,
dated as of May 23, 2000 between Microchip Technology
Incorporated and Matsushita Semiconductor Corporation of America
2.3 Addendum dated July 10, 2000 to Purchase and Sale Agreement,
dated as of May 23, 2000 between Microchip Technology
Incorporated and Matsushita Semiconductor Corporation of America
<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.
Dated: July 26, 2000 MICROCHIP TECHNOLOGY
INCORPORATED
/s/ Gordon W. Parnell
---------------------------------------
Gordon W. Parnell
Vice President, Chief Financial Officer
(Duly Authorized Officer, and Principal
Financial and Accounting Officer)
<PAGE>
INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED JULY 26, 2000
Exhibit 2.1 Purchase and Sale Agreement, dated as of May 23, 2000 between
Microchip Technology Incorporated and Matsushita Semiconductor
Corporation of America
Exhibit 2.2 Addendum dated June 20, 2000 to Purchase and Sale Agreement,
dated as of May 23, 2000 between Microchip Technology
Incorporated and Matsushita Semiconductor Corporation of America
Exhibit 2.3 Addendum dated July 10, 2000 to Purchase and Sale Agreement,
dated as of May 23, 2000 between Microchip Technology
Incorporated and Matsushita Semiconductor Corporation of America
