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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 15, 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 15, 1998,
announcing (i) the withdrawal by the Board of Directors of Unitrode
Corporation ("Unitrode") of its recommendation that Unitrode
shareholders approve the issuance of shares of Unitrode common stock
pursuant to the Agreement and Plan of Merger entered into between
Unitrode and the Registrant as of March 2, 1998 and (ii) a decline in
second quarter revenue due to continuing effects of the Asian economic
crisis and other market conditions is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
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 15, 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 15, 1998 BY:/s/ Alan R. Schuele
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Alan R. Schuele
President and Chief Executive Officer
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EXHIBIT 99.1
BENCHMARQ Reports Withdrawal of Merger Recommendation by the Unitrode Board of
Directors and Expects Lower Second Quarter Revenue Due to Slowed Demand in Asia
(Dallas, Texas June 15, 1998)---BENCHMARQ Microelectronics, Inc., [NASDAQ: BMRQ]
a Dallas, Texas-based provider of integrated circuits (ICs) and electronic
modules for portable and power-sensitive electronic systems, announced today
that it expects a sequential decline in net revenues during its June quarter due
to continuing effects of the Asian economic crisis and other market conditions.
BENCHMARQ has been informed by Unitrode Corporation [NYSE: UTR] that the Board
of Directors of Unitrode has withdrawn its recommendation that Unitrode
shareholders approve the issuance of shares of Unitrode common stock pursuant to
the Agreement and Plan of Merger entered into with BENCHMARQ Microelectronics,
Inc., as of March 2, 1998.
The Company also announced that it expects a 10 to 15 % sequential decline in
net revenues during its June quarter. Previously, the Company reported that its
backlog had decreased and that it would be much more dependent on turns business
(orders that are received and shipped in the same quarter). Softer than
anticipated market conditions, largely from the erosion of the Asian market and
affecting primarily the company's battery management product line, indicate that
turns orders will be less than previously expected.
Al Schuele, President and Chief Executive Officer of the company, commenting on
the market conditions, said, "The conditions which affected our first quarter
results have worsened in the second quarter. These factors, along with overall
softness in our industry, may continue and consequently, our near-term outlook
is cautious. However, our new products are being well received and design-in
activity continues to be strong. Based on the strength of design activity, we
are optimistic that our results will improve as market conditions improve."
Income from operations for the quarter, before certain non-recurring pre-tax
charges consisting primarily of merger-related expense items and other legal
expenses, is expected to decline sequentially and be between $.05 and $.09 per
share due to revenue and margin declines. Margin declines are attributed mainly
to the combined effects of price pressure, in large part due to the Asian
currency devaluation and continued softness in the semiconductor industry,
inventory reserves and reduced factory utilization. With the addition of the
non-recurring expenses, consisting primarily of merger and other legal costs,
the Company expects to report a small loss for the quarter. If the pending
merger is not approved, BENCHMARQ may incur additional pre-tax charges to size
the business to the reduced level of demand.
BENCHMARQ provides mixed-signal ICs and modules for portable applications and
applications sensitive to the loss of system power. Product lines include
battery management ICs and modules, real-time clock ICs and modules, nonvolatile
controller ICs and modules, and nonvolatile memory devices. BENCHMARQ markets
its products worldwide through a network of distributors and independent
manufacturers' representatives.
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The statements contained in this press release relating to revenues, product
demand, market conditions, income, merger-related expenses and opportunities,
margins, design activity, profits and other opportunities 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, (xvi) continued softness in the semiconductor
industry, and (xvii) inability of the Company to utilize or renegotiate its
option wafers under its wafer supply arrangements. Statements contained herein
are made as of the date hereof and the Company assumes no responsibility for
updating such information.
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Please refer all financial inquiries to:
Investor Relations
Shelton Communications Group
Three Lincoln Centre
5430 LBJ Freeway, Suite 280
Dallas, TX 75240
Tel: 972 239 5119
Fax: 972 239 2292
Patricia H. Smith
[email protected]
Corporate Communications Manager BENCHMARQ-The brains behind the battery
BENCHMARQ Microelectronics, Inc.
Web page at http://www.benchmarq.com
17919 Waterview Parkway
Tel: 972/437-9195 x1011 or 800/966-0011
Dallas, TX 75252 U.S.A. Fax: 972/437-0581
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