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)
January 16, 2001
MICROCHIP TECHNOLOGY INCORPORATED
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(Exact name of Registrant as specified in its charter)
Delaware 0-21184 86-062904
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(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation) Identification Number)
2355 West Chandler Boulevard, Chandler, Arizona 85224-6199
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(Address of principal executive offices)
(480) 792-7200
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 16, 2001, Microchip Technology Incorporated ("Microchip")
completed its acquisition of TelCom Semiconductor, Inc ("TelCom"). Under the
terms of the acquisition agreement, each share of TelCom common stock was
exchanged for 0.53 of a share of Microchip common stock. Microchip issued
approximately 9.8 million shares of Microchip common stock and assumed all stock
options held by TelCom employees. The acquisition was structured as a tax-free
reorganization and is being accounted as a pooling of interests. Prior to the
acquisition, no material relationship existed between TelCom and Microchip or
any of its affiliates, any director or officer of Microchip, or any associate of
any such director or officer.
TelCom designs, develops and markets a diversified portfolio of high
performance analog and mixed-signal integrated circuits for a wide variety of
applications in the wireless communications, networking, computer and industrial
markets.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The financial statements of TelCom have been previously reported by TelCom
in TelCom's Annual Report on Form 10-K for the fiscal year ended December 31,
1999 and TelCom's Quarterly Reports on Form 10-Q for the quarters ended March
31, 2000, June 30, 2000 and September 30, 2000. These financial statements were
incorporated by reference in Microchip's Registration Statement on Form S-4
filed with the Securities and Exchange Commission ("SEC") on December 6, 2000
(File No. 333-50324) and have been omitted from this Form 8-K pursuant to
General Instruction B.3 of Form 8-K.
(b) PRO FORMA FINANCIAL INFORMATION.
The pro forma financial information of Microchip and TelCom was previously
reported in Microchip's Registration Statement on Form S-4 filed with the SEC on
December 6, 2000 (File No. 333-50324) and has been omitted from this Form 8-K
pursuant to General Instruction B.3 of Form 8-K.
(c) EXHIBITS.
Exhibit
Number Description
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2.1 Agreement and Plan of Reorganization dated as of October 26, 2000, by
and among Microchip Technology Incorporated, Matchbox Acquisition
Corp. and TelCom Semiconductor, Inc. (the "Merger Agreement"). This
exhibit is incorporated by reference to Exhibit A filed with
Microchip's Registration Statement on Form S-4 (File No. 333-50324).
The disclosure schedules of Microchip and TelCom, each delivered
pursuant to the Merger Agreement, have been omitted in accordance with
Item 601(b)(2) of Regulation S-K. Microchip agrees to supplementally
furnish copies of such items to the SEC upon request.
2.2 Certificate of Merger merging Matchbox Acquisition Corp. with and into
TelCom Semiconductor, Inc.
99.1 Press release of Microchip Technology Incorporated dated January 16,
2001, regarding the completion of the acquisition of TelCom
Semiconductor, Inc.
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SIGNATURE
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.
Microchip Technology Incorporated
Dated: January 17, 2001 By: /s/ Gordon W. Parnell
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Gordon W. Parnell
Vice President, Chief Financial
Officer (Principal Accounting and
Financial Officer)
