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) April 10, 2000
UNIROYAL TECHNOLOGY CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(State of other jurisdiction of incorporation)
0-20686 65-0341868
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(Commission File Number) (IRS Employer Identification No.)
Two North Tamiami Trail, Suite 900
Sarasota, Florida 34236
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (941) 366-2100
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
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Attached hereto as Exhibit 99 and incorporated herein by reference is the
text of the registrant's press release which was made on April 18, 2000.
In its press release dated April 18, 2000, Uniroyal Technology
Corporation announced that it has agreed to acquire by merger all of the
outstanding capital stock of Sterling Semiconductor, Inc..
Item 7. Exhibits
Table Exhibit
Item No. Exhibit Description Number
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99 Press release dated April 18, 2000 99
regarding agreement to acquire
Sterling Semiconductor, Inc. by
Merger
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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 thereunto duly authorized.
UNIROYAL TECHNOLOGY CORPORATION
By: /s/ George J. Zulanas, Jr.
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George J. Zulanas, Jr.
Executive Vice President, Treasurer
and Chief Financial Officer
Dated: April 18, 2000
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UNIROYAL TECHNOLOGY CORPORATION
or the latest news about Uniroyal Technology Corporation, call 800-836-4014
1
UNIROYAL TECHNOLOGY CORPORATION
UNIROYAL TECHNOLOGY CORPORATION
ANNOUNCES THE ACQUISITION OF STERLING SEMICONDUCTOR
Sarasota, FL, April 18, 2000 - Uniroyal Technology
Corporation (NASDAQ/NMS:UTCI) today announced that it has entered into an
agreement to acquire all of the capital stock of Sterling Semiconductor
(Sterling), a leading developer of silicon carbide technology and materials,
through a merger for approximately 1,469,000 shares of Uniroyal common stock.
Outstanding Sterling stock options held by key employees will be converted
to options to purchase approximately 492,000 Uniroyal shares. In addition,
Uniroyal will assume approximately $4.0 million in long-term debt. The
closing is scheduled to take place in mid-May and is subject to approval by the\
shareholders of Sterling.
Sterling produces and sells single-crystal silicon carbide (SiC)
substrates as well as epitaxial thin films on silicon carbide substrates. These
next-generation semiconductor materials are key to advancing technologies in
wireless communications, industrial process controls and optoelectronics.
Uniroyal Technology manufactures high brightness light emitting diodes (LEDs)
at its Uniroyal Optoelectronics facility in Tampa, Florida.
Howard R. Curd, Chairman and Chief Executive Officer of Uniroyal
Technology Corporation, noted, "We are very excited about the acquisition of
Sterling Semiconductor and their excellent management team. We are
strategically positioned to increase Uniroyal's participation in the
explosive compound semiconductor industry via internal growth as well as
through acquisition. The addition of the silicon carbide technology
developed by Sterling creates a variety of opportunities for expansion into
devices that solve common problems in the high frequency communications,
high temperature, high power and optoelectronics applications."
"As a subsidiary of Uniroyal, Sterling will be positioned to
substantially increase its wafer, epitaxy and device production capacity and
customer deliveries. We also see potential new market opportunities. For
instance, our combined technologies provide a platform to accelerate our
product development of devices targeted at the rapidly growing wireless
communications market," said James M. LeMunyon, President of Sterling.
Silicon carbide, a wide bandgap semiconductor material, possesses
unique physical and electrical properties that enhance the performance of
electronic devices. SiC operates efficiently at high temperatures and is inert
to most known chemical and caustic conditions making it desirable for use in
industrial process control devices. Its stable thermal properties enable
SiC-based wireless communication devices to operate at higher frequencies and
with greater power output levels. Silicon carbide substratesare also used for
the development of blue LEDs and laser devices.
Sterling Semiconductor is a leading producer of SiC products and was
established in 1996 to manufacture silicon carbide wafers and advanced
electronic device components made from silicon carbide. Sterling has been the
recipient of many United States Government research and development grants and
contracts to develop leading edge materials and device technologies for
military and commercial applications. Sterling currently has a strong
backlog of US Government contracts, including a prestigious three year Title
III contract to establish a 3" silicon carbide wafer production line.
Sterling's research and development efforts are conducted at its
facility in Sterling, Virginia, and manufacturing is conducted at its facility
in Danbury, Connecticut. Sterling has a worldwide sales network within North
America, Asia and Europe.
Uniroyal Technology has three business segments: Optoelectronics,
Coated Fabrics and Specialty Adhesives. Some of the Company's well-known brand
names and products include epitaxial wafers, package-ready dies and lamps for
LEDs in its Optoelectronics segment, NAUGAHYDE(R) and NAUGASOFT(TM) in coated
fabrics, and SILAPRENE(R), HYDRA FAST-EN(R) and GUNTHER ULTRA/BOND(R) in
adhesives.
The Company's common stock and warrants trade on the NASDAQ/NMS under
the symbols UTCI and UTCIW, respectively.
The securities to be offered in connection with the merger will not
be and have not been registered under the Securities Act of 1933 and
may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements.
Statements made herein that are forward-looking in nature within the
meaning of the Private Securities Litigation Reform Act of 1995 are
subject to risks and uncertainties that could cause actual results
to differ materially. Such risks and uncertainties include, but are
not limited to, those related to business conditions and the
financial strength of the various markets served by the Company,
the level of spending for such products and the ability of the
Company to successfully manufacture and market its products.
