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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): November 20, 2000
MICRO LINEAR CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of
Incorporation or Organization)
0-24260 94-2910085
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(COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
2092 Concourse Drive, San Jose, California 95131
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(Address of principal executive offices including zip code)
(408) 433-5200
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(Registrant's telephone number, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Inapplicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 6, 2000, Micro Linear Corporation, a Delaware corporation (the
"Company") sold its Power Management, Bus Interface and Video product lines to
Fairchild Semiconductor Corporation, a Delaware corporation pursuant to the Bill
of Sale and Asset Purchase Agreement. As consideration for the sale, the Company
received $11 million in cash. The transaction had an effective date of September
7, 2000. Subject to certain exceptions, the assets sold consisted primarily of
inventory related to power management and video products, all rights under all
contracts, agreements, leases, purchase orders, and warranties, all furniture
and office equipment relating to the business, all engineering and laboratory
equipment identified, all mask sets used in connection with the business, all
books and records, all rights associated with purchased assets; and other
privileges, rights, interests, properties and assets.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Inapplicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Inapplicable
ITEM 5. OTHER EVENTS
Inapplicable
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Inapplicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Inapplicable.
(b) Pro Forma Financial Information.
The pro forma financial information of the Company required pursuant to Article
11 of Regulation S-X is attached hereto as Annex A.
<TABLE>
<CAPTION>
(c) Exhibit
No. Page
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<S> <C> <C>
2.23 (i) Bill of Sale and the Asset Purchase Agreement by and among Micro
Linear Corporation and Fairchild Semiconductor Corporation......... A-1
</TABLE>
(i) Filed herewith.
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ITEM 8. CHANGE IN FISCAL YEAR
Inapplicable
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
Inapplicable
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.
MICRO LINEAR CORPORATION
By: /s/ Michael Schradle
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Michael Schradle
Chief Financial Officer
Principal Financial and Accounting Officer
DATE: November 20, 2000
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ANNEX A
MICRO LINEAR CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2000
IN 000'S, EXCEPT PER SHARE AMOUNTS
<TABLE>
<CAPTION>
Historical Effect of Sale * Pro Forma
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<S> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 10,676 $ 11,000 $ 21,676
Short Term Investments 14,387 -- 14,387
Accounts Receivable, Net of Allowance for Doubtful
Accounts of $583 in June 2000 and
$589 in December 1999 6,556 -- 6,556
Inventories 9,079 (8,246) 833
Other current assets 7,227 (15) 7,212
-------- -------- --------
Total Current Assets 47,925 2,739 50,664
Note Receivable 4,956 -- 4,956
Property, Plant and Equipment, Net 13,127 (920) 12,207
Other Assets, Net 403 (403) --
-------- -------- --------
Total Assets $ 66,411 $ 1,416 $ 67,827
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 4,936 $ -- $ 4,936
Deferred Income on Shipments to Distributors 2,646 -- 2,646
Other accrued liabilities 2,558 1,018 3,576
Current Portion of Long-Term Debt 211 -- 211
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Total Current Liabilities 10,351 1,018 11,369
Long-Term Debt 2,652 -- 2,652
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Total Liabilities 13,003 1,018 14,021
-------- -------- --------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock (750,000 Shares) -- -- --
Common Stock 14 -- 14
Deferred stock compensation (1,417) -- (1,417)
Additional Paid-in Capital 58,677 -- 58,677
Retained Earnings (Deficit) 16,390 398 16,788
Accumulated other comprehensive loss (23) -- (23)
Treasury Stock (---- Shares) (20,233) -- (20,233)
-------- -------- --------
Total Stockholders' Equity (Deficit) 53,408 398 53,806
-------- -------- --------
Total Liabilities and Stockholders' Equity 66,411 $ 1,416 $ 67,827
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</TABLE>
* See accompanying notes to financial statements.
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ANNEX A
MICRO LINEAR CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2000
IN 000'S, EXCEPT PER SHARE AMOUNTS
<TABLE>
<CAPTION>
HISTORICAL EFFECT OF SALE * PRO FORMA
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<S> <C> <C> <C>
Income:
Net revenues $ 23,123 $(15,556) $ 7,567
Cost of revenues 10,960 (9,401) 1,559
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Gross profit 12,163 (6,155) 6,008
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Operating expenses:
Research and development 6,460 (1,862) 4,598
Selling, general and administrative 5,296 (1,296) 4,000
Legal settlement and related costs 8,080 -- 8,080
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19,836 (3,158) 16,678
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Loss from operations (7,673) (2,997) (10,670)
Other income and expense:
Interest income and other income, net 894 -- 894
Interest expense (229) -- (229)
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Net (loss) before provision for taxes (7,008) (2,997) (10,005)
Provision (benefit) for income taxes (2,453) (1,049) (3,502)
-------- -------- --------
Net income (loss) $ (4,555) $ (1,948) $ (6,503)
======== ======== ========
Basic:
Weighted average common shares outstanding 11,367 11,367
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Basic earnings (loss) per share $ (.40) $ (.57)
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</TABLE>
* See accompanying notes to financial statements.
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ANNEX A
MICRO LINEAR CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
IN 000'S, EXCEPT PER SHARE AMOUNTS
<TABLE>
<CAPTION>
HISTORICAL EFFECT OF SALE * PRO FORMA
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<S> <C> <C> <C>
Income:
Net revenues $ 46,645 $(24,582) $ 22,063
Cost of revenues 23,030 (18,265) 4,765
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Gross margin 23,615 (6,317) 17,298
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Operating Expenses:
Research and development 13,832 (3,723) 10,109
Selling, general and administrative 10,401 (2,230) 8,171
Legal settlement and related cost 1,884 -- 1,884
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Total general and administrative expenses 26,117 (5,953) 20,164
-------- -------- --------
Operating income (loss) (2,502) (364) (2,866)
Other income and expense:
Interest and other income, net 1,501 -- 1,501
Gain on disposal of fixed assets 11 -- 11
Interest expense (243) -- (243)
-------- -------- --------
Net income (loss) before provision for taxes (1,233) (364) (1,597)
Provision (Benefit) for estimated income taxes (789) (233) (1,022)
-------- -------- --------
Net income (loss) $ (444) $ (131) $ (575)
======== ======== ========
Basic:
Weighted average common shares outstanding 10,999 10,999
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Basic earnings (loss) per share $ (.04) $ (.05)
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</TABLE>
* See accompanying notes to financial statements.
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\
MICRO LINEAR CORPORATION NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
Basis of Presentation
On September 6, 2000, Micro Linear Corporation (NASDAQ: MLIN), a Delaware
corporation (the "Company") sold its Power Management, Bus Interface, and Video
product lines to Fairchild Semiconductor Corporation, a Delaware corporation,
for $11 million pursuant to an Asset Purchase Agreement, dated as of that date.
The transaction had an effective date of September 7, 2000.
The Power Management products which were sold include both off-line switching
controllers and battery management products. The Battery Management product line
which was sold includes many DC to DC converters and a family of boost
regulators currently supplied to leading PDA manufacturers. The Video products
which were sold include multiple generations of low cost filter/line drivers.
Micro Linear Corporation designs, manufactures, and markets analog and mixed
signal integrated circuits for a broad range of communications markets that
require high-integration, system-level solutions. These communication markets
include both wired and wireless local area networks and digital cordless
telephones.
The unaudited pro forma condensed consolidated balance sheet at June 30, 2000
has been prepared by applying certain pro forma adjustments to historical
financial information, assuming the sale occurred on June 30, 2000, after giving
effect to certain adjustments described in the notes to unaudited pro forma
condensed consolidated financial information.
The unaudited pro forma condensed consolidated statement of operations for the
year ended December 31, 1999 and for the six months ended June 30, 2000 have
been prepared based upon certain pro forma adjustments to historical financial
information, assuming the sale occurred on January 1, 1999 and January 1, 2000,
respectively, after giving effect to certain adjustments described in the notes
to unaudited pro forma condensed consolidated financial information.
The unaudited pro forma condensed consolidated financial information should be
read in conjunction with the consolidated financial statements and notes thereto
of Micro Linear, which were previously reported in Micro Linear's Annual Report
on Form 10-K for the year ended December 31, 1999 and its Quarterly Report on
Form 10-Q for the quarter ended June 30, 2000. These pro forma statements are
based on such consolidated financial statements after giving effect to the
transaction and the assumptions and adjustments described below. Certain
adjustments have been excluded which are not directly indentifiable to the
business sold to Fairchild including engineering and development costs,
administrative expenses, facilities costs and various corporate expenses. The
pro forma information does not purport to be indicative of the results which
would have been reported if the transaction had been consummated at the dates
indicated, nor necessarily indicative of future operating results or financial
position.
Basic net income per share of common stock is calculated by dividing net income
applicable to common stock by the weighted average number of common shares
outstanding during the period. Diluted earnings per share have been computed,
when the result is dilutive, using the treasury stock method for stock options
outstanding during the respective periods.
EFFECT OF SALE
(1) Reflects the financial position of the Company as of June 30, 2000 in the
balance sheet, in addition to the following adjustments.
a. Increase in cash of $11,000,000 to reflect the purchase price paid at
closing.
b. Decrease of $8,246,000 to reflect the sale of inventory, decrease in
other current assets of $15,000 to reflect the write-down of prepaid maintenance
contracts, decrease of $920,000 to reflect the sale of property, plant and
equipment, decrease in other current assets of $403,000 to reflect the sale of
purchased technology and the increase in other accrued liabilities of $1,018,000
to reflect the retention bonus for transferred employees.
(2) Reflects the operating results of the Company for the six months ended June
30, 2000 in the statement of operations.
a. Decrease in net revenues of $15,556,000 and cost of revenues of
$9,401,000 reflects the sales and cost of sales related to the power management,
business interface and video product lines during the six months ended June 30,
2000.
b. The decrease in research and development and selling, general and
administrative expenses of $1,862,000 and $1,296,000, respectively, reflects
operating expenses attributable to the business lines sold.
c. Decrease of $1,049,000 represents the tax effects of the above
adjustments.
(3) Reflects the operating results of the Company for the year ended December
31, 1999 in the statement of operations.
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a. Decrease in net revenues of $24,582,000 and cost of revenues of
$18,265,000,000 reflects the sales and cost of sales related to the power
management, business interface and video product lines during the year ended
December 31, 2000.
b. The decrease in research and development and selling, general and
administrative expenses of $3,723,000 and $2,230,000, respectively, reflects
costs operating expenses attributable to the business lines sold.
c. Decrease of $233,000 represents the tax effects of the above
adjustments.
EXHIBITS TO THE BILL OF SALE AND AN ASSET PURCHASE AGREEMENT
The following exhibits to the Bill of Sale and an Asset Purchase Agreement have
been omitted from this filing. The Company will furnish these exhibits to the
Securities and Exchange Commission upon request.
1. Form of Business Products.
2. Form of Assumption Agreement.
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
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<S> <C> <C>
2.23 (i) The Bill of Sale and Asset Purchase Agreement by and among Micro Linear
Corporation and Fairchild Semiconductor Corporation...................... A-1
</TABLE>
(i) Filed herewith.
