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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):
JUNE 24, 1998
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BENCHMARQ MICROELECTRONICS, INC.
(Exact name of registrant as specified in charter)
DELAWARE 0-27232 74-2532442
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
17919 WATERVIEW PARKWAY
DALLAS, TEXAS 75252
(Address of Principal Executive Offices) (Zip Code)
(972) 437-9195
(Registrant's telephone
number, including area code)
NO CHANGE
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
A copy of the Registrant's press release, dated June 24, 1998
announcing (i) that the respective boards of directors of the
Registrant and Unitrode Corporation ("Unitrode") have unanimously
approved an amended merger agreement and (ii) the terms of the amended
merger agreement pursuant to which (x) the Registrant's stockholders
will receive one share of Unitrode Common Stock for each share of
Registrant Common Stock, with such exchange ratio not subject to
further adjustment and (y) Unitrode will be required to pay the
Registrant certain additional termination fees is attached hereto as
Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS
99.1 Press release, dated June 24, 1998.
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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 hereunto duly authorized.
BENCHMARQ MICROELECTRONICS, INC.
DATE: June 24, 1998 BY: /s/ Alan R. Schuele
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Alan R. Schuele
President and Chief Executive Officer
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EXHIBIT INDEX
99.1 Press Release, dated June 24, 1998
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EXHIBIT 99.1
For further information, please contact:
At BENCHMARQ: At Unitrode:
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Patty Smith S. Kelley MacDonald, Vice President Manager,
Corporate Communications Corporate Communications,
BENCHMARQ Microelectronics, Inc. Unitrode Corporation,
17919 Waterview Parkway 7 Continental Boulevard
Dallas, TX 75252 Merrimack, NH 03054
(972)-437-9195 (603) 429-8767
e-mail:[email protected] e-mail: [email protected]
UNITRODE AND BENCHMARQ ANNOUNCE AMENDED MERGER AGREEMENT;
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EXCHANGE RATIO SET AT ONE-TO-ONE
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Merrimack, NH (June 24 , 1998) -- Unitrode Corporation (NYSE--UTR) and
BENCHMARQ Microelectronics, Inc. (NASDAQ--BMRQ) jointly announced today that
their respective boards of directors have unanimously approved an amended merger
agreement. Under the terms of the revised agreement BENCHMARQ stockholders will
receive one share of Unitrode Common Stock for each share of BENCHMARQ Common
Stock outstanding, with this exchange ratio not subject to further adjustment.
Based on the June 23, 1998 closing price of Unitrode Common Stock on the New
York Stock Exchange and the current number of shares outstanding, the
transaction is valued at approximately $80.9 million. Other than the addition of
certain termination fees payable to BENCHMARQ by Unitrode under the terms of the
revised agreement, the other material financial terms of the previously
negotiated agreement remain in force.
Both companies will convene and then adjourn the previously scheduled
stockholder meetings on June 29, 1998 to a date to be announced. The record
dates for each company's meeting will remain the same as those governing the
June 29, 1998 meetings. The companies will file an amended joint proxy
statement/prospectus with the Securities and Exchange Commission as soon
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as possible. Following SEC clearance, stockholders will receive revised proxy
materials which will replace those mailed earlier.
Robert J. Richardson, currently president and chief executive officer of
Unitrode, who will become Chairman and Chief Executive Officer of the combined
company, commented, "We are pleased to announce that the two companies have
reached this new agreement, and the strategic advantages of the merger remain
very compelling. Portable power is forecast to be one of the most rapidly
growing segments of the power management market. The design strengths, sales
presence, marketing capabilities, and the manufacturing resources are
complementary. The combined product lines of each company should create an
unbeatable leader in this area."
Alan R. Schuele, currently President and Chief Executive Officer of BENCHMARQ,
who will assume the position of President and Chief Operating Officer, said, "We
are pleased that this new agreement preserves the strategic plans under
development for the combined company. The opportunity for BENCHMARQ to serve
broader and more stable markets with its precision mixed-signal products should
enhance the Company's value to stockholders, customers, and employees alike."
Unitrode Corporation designs and manufactures analog/linear and mixed-signal
integrated circuits, principally to perform power management, motion control,
and interface functions. Its products are sold throughout the world for a
variety of computer, tele- and data-communications, defense/aerospace,
industrial, and automotive applications. Further information about Unitrode may
be found at the Company's homepage site: http://www.unitrode.com.
BENCHMARQ Microelectronics, Inc. designs and manufactures battery management ICs
and modules and nonvolatile product, which include RTC ICs and modules, and
NVSRAM modules
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and nonvolatile controller ICs and modules. BENCHMARQ markets its products world
wide through a network of distributors and independent manufacturers'
representatives.
Regarding BENCHMARQ Microelectronics, Inc:
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The statements contained in this press release, other than historical
information, constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 and various factors may impact
upon such statements, including, without limitation, (i) certain of the risks
detailed from time-to-time in the Company's filings with the SEC, including,
without limitation, its: prospectus, dated December 1, 1995, as supplemented on
December 21, 1995; Annual Report on Form 10-K for the fiscal year ended December
31, 1997; and Quarterly Report on Form 10-Q for the three-month period ended
March 31, 1998; (ii) inability of the Company to satisfy its production/delivery
obligations due to disruption of production; (iii) inability to obtain raw
materials; (iv) cancellation of orders by customers; (v) changes in the credit
worthiness of customers; (vi) political and/or economic disruption in the
markets for the Company's products; (vii) changes in demand for the Company's
products; (viii) changes in pricing for the Company's products; (ix)
obsolescence of the Company's products; (x) expenses related to legal disputes
and adverse legal rulings in such disputes; (xi) inability of the Company to
timely complete the development of certain of its products; (xii) inability of
the Company to manage its effective income tax rate; (xiii) inability to realize
the anticipated benefits of the proposed merger; (xiv) disruption of the
Company's business resulting from the proposed merger; (xv) failure of the
proposed merger with Unitrode to be consummated and (xvi) continued softness in
the semiconductor industry. Statements contained herein are made as of the date
hereof and the Company assumes no responsibility for updating such information.
Regarding Unitrode Corporation:
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Statements in this news release are made pursuant to the safe-harbor provisions
of the Private Securities Litigation Reform Act of 1995. Except for historical
information, the matters set forth in this release are forward-looking and
involve risk and uncertainty, including such factors, among others, the ability
to book and ship within the quarter, the demand for semiconductors generally and
the specific demand for the Company's products, production capacity constraints,
the timely introduction of new processes and products, and specifically the
qualification and start-up of the Company's new wafer fabrication facility, the
impact of competitive products and prices, unsettled conditions in the hard disk
drive market, and other risk factors described in the Company's filings with the
Securities and Exchange Commission.
Financial inquiries on BENCHMARQ Microelectronics, Inc:
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Investor Relations
c/o Shelton Associates, Inc.
Galleria Towner I
13355 Noel Road, Suite 1345, LB83
Dallas, TX 75240
FAX: 972-774-4577
TEL: 972-239-5119
trademark: BENCHMARQ is a registered trademark of
BENCHMARQ Microelectronics, Inc.
