<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Filed pursuant to Section 12, 13, or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 19, 1998
INTEGRATED CIRCUIT SYSTEMS, INC.
--------------------------------
(Exact name of issuer as specified in charter)
<TABLE>
<CAPTION>
<S> <C> <C>
PENNSYLVANIA 0-19299 23-2000174
(State or Other Jurisdiction Commission (I.R.S. Employer
of Incorporation or file number Identification
Organization) Number)
</TABLE>
2435 BOULEVARD OF THE GENERALS, NORRISTOWN, PENNSYLVANIA 19403
(Address of principal executive offices)
(610) 630-5300
(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS
------------
On October 19 and 20, 1998, Integrated Circuit Systems, Inc. (the
"Company") issued press releases relating to a management-led proposal to
acquire the Company. A special committee of the Company's Board of Directors
formed to consider the proposal determined not to pursue the possible buyout.
On October 23, 1998, the Company announced that its Annual Meeting of
Shareholders has been scheduled for December 30, 1998. Shareholders of record as
of November 23, 1998 will be entitled to vote at the meeting and at any
postponements or adjournments thereof.
Copies of the press releases are being filed herewith as Exhibits.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
------------------------------------------------------------------
(c) Exhibits
99.1 Press release dated October 19, 1998.
99.2 Press release dated October 20, 1998.
99.3 Press release dated October 23, 1998.
-2-
<PAGE>
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.
INTEGRATED CIRCUIT SYSTEMS, INC.
Date: October 23, 1998 By: /s/ Hock E. Tan
------------------------------
Hock E. Tan
Chief Financial Officer
and Chief Operating Officer
-3-
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
----- -----------
99.1 Press release dated October 19, 1998.
99.2 Press release dated October 20, 1998.
99.3 Press release dated October 23, 1998.
<PAGE>
EXHIBIT 99.1
Management Led Group Pursuing Possible Buyout of Integrated Circuit Systems
- ---------------------------------------------------------------------------
Valley Forge, Pa.-- Oct. 19, 1998 -- Integrated Circuit Systems (NASDAQ:ICST)
Monday announced that a financial group led by the Company's management is
currently pursuing a possible buyout of the Company.
The management group is hopeful that discussions could progress to the point
that an offer in range up to $17.50 per share could be submitted. However, at
this time, there can be no assurance that such offer will be made, or if made,
accepted by the Company.
Integrated Circuit Systems Inc. is a manufacturer of integrated circuit products
focusing on the design and marketing of mixed signal integrated circuits for
frequency timing, multimedia and data communications applications. The Company
is headquartered in Valley Forge, with a major facility in San Jose, Calif.
This news release discusses primarily historical information. Statements
included in this release, to the extent they are forward looking, involve a
number of risks and uncertainties related to competitive factors, technological
developments and market demand.
Further information on these and other potential factors that could affect the
Company's financial results can be found in the Company's Form 10-K for its
fiscal year ended June 27, 1998.
CONTACT: Integrated Circuit Systems
Hock E. Tan, CFO/COO, 610/630-5300
<PAGE>
EXHIBIT 99.2
Integrated Circuit Systems Makes Announcement
- ---------------------------------------------
Valley Forge, Pa.-- Oct. 20, 1998 -- Integrated Circuit Systems (NASDAQ:ICST)
Tuesday announced that it will not pursue a possible buyout of the Company by a
financial group led by management.
A special committee of the board of directors of the Company has been working to
review the potential buyout of the Company.
That committee determined not to pursue the possible buyout by the financial
group led by management based on, among other things, the advice of the
committee's financial advisor that a possible offer by the management group in
the range of up to $17.50 per share would not be fair to the shareholders of the
Company from a financial point of view.
Henry Boreen, chairman and chief executive officer of the Company, stated, "I
certainly understand and accept the special committee's decision, and I am
committed to the Company."
Integrated Circuit Systems Inc. is a manufacturer of integrated circuit products
focusing on the design and marketing of mixed signal integrated circuits for
frequency timing, multimedia and data communications applications. The Company
is headquartered in Valley Forge, with a major facility in San Jose, Calif.
This news release discusses primarily historical information. Statements
included in this release, to the extent they are forward looking, involve a
number of risks and uncertainties related to competitive factors, technological
developments and market demand.
Further information on these and other potential factors that could affect the
Company's financial results can be found in the Company's Form 10-K for its
fiscal year ended June 27, 1998.
CONTACT: Integrated Circuit Systems
Hock E. Tan, CFO/COO, 610/630-5300
<PAGE>
Exhibit 99.3
Integrated Circuit Systems Announces Annual Shareholders Meeting Date
- ---------------------------------------------------------------------
Valley Forge, Pa - Oct. 23, 1998 -- Integrated Circuit Systems (NASDAQ:ICST)
Friday announced that it has scheduled its 1998 Annual Shareholders Meeting for
December 30, 1998. Shareholders of record as of November 23, 1998 will be
entitled to vote at the meeting and at any postponements or adjournments
thereof.
Integrated Circuit Systems Inc. is a manufacturer of integrated circuit products
focusing on the design and marketing of mixed signal integrated circuits for
frequency timing, multimedia and data communications applications. The Company
is headquartered in Valley Forge, with a major facility in San Jose, Calif.
CONTACT: Integrated Circuit Systems
Hock E. Tan, CFO/COO, 610/630-5300
