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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): August 10, 1999
LEVEL ONE COMMUNICATIONS, INCORPORATED
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-22068 33-0128224
(State or Other (Commission File (I.R.S. Employer
Jurisdiction Number) Identification Number)
of Incorporation)
9750 GOETHE ROAD
SACRAMENTO, CA 95827
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (916) 855-5000
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On August 9, 1999 the Registrant's stockholders approved the merger of the
Registrant with a wholly-owned subsidiary of Intel Corporation, a Delaware
corporation ("Intel"), with Level One as the surviving company (the "Merger").
On August 10, 1999 the Merger closed. As a result of the Merger, the Registrant
became a wholly-owned subsidiary of Intel resulting in Intel's control of the
Registrant. The consideration paid by Intel consisted of newly issued shares of
Intel's common stock. Intel will issue 0.86 shares of its common stock in
exchange for each share of the Registrant's issued and outstanding common stock,
with cash being paid in lieu of fractional shares. As a result of the Merger,
Intel is the direct beneficial owner of 100% of the voting securities of the
Registrant. No portion of the consideration was from a loan by a bank; however,
Intel did issue a guaranty of the Registrant's $115,000,000 4% Convertible
Subordinated Notes due 2004.
Intel has entered into employment agreements with Dr. Robert Pepper and
John Kehoe whereby Messrs. Pepper and Kehoe agree to remain employed by the
Registrant after the Merger.
There are no other arrangement of which the Registrant is aware, the
operation of which may at a subsequent date result in a change of control of the
Registrant.
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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.
Dated as of August 10, 1999.
LEVEL ONE COMMUNICATIONS,
INCORPORATED
By: /s/ John Kehoe
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John Kehoe
Senior Vice President and
Chief Financial Officer
