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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) March 4, 1999
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LEVEL ONE COMMUNICATIONS, INCORPORATED
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(Exact name of registrant as specified in charter)
Delaware 0-22068 33-0128224
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
9750 Goethe Road, Sacramento, CA 95827
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (916) 855-5000
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On March 4, 1999, the Registrant issued the following press release:
For more information, contact:
Business Press
Robert Manetta
(408) 765-7082
[email protected]
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Financial Analysts
Gordon Casey
(408) 765-1480
[email protected]
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Trade Press
Mike Wodopian
(916) 854-1113
[email protected]
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Trade Press
Jessica Daughetee
(503) 264-1216
[email protected]
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INTEL TO ACQUIRE LEVEL ONE FOR APPROXIMATELY $2.2 BILLION
IN STOCK-FOR-STOCK MERGER
Acquisition Aimed At Building Network Systems in Silicon
NOTE: Intel and Level One executives will host a teleconference to discuss
the details of this agreement and answer questions at 2:15 p.m. (PST) on
Thursday, March 4. Press and analysts interested in hearing about this
announcement may call into the teleconference by dialing 800-967-7184 to
participate. International callers dial 719-457-2633. The confirmation number
is 639282 for all callers. A full recording of the briefing can be accessed
through March 11 by calling 888-567-0712 (domestic) or 402-220-4002
(international).
SANTA CLARA, Calif. and SACRAMENTO, Calif. March 4, 1999 -- Intel Corporation
and Level One Communications today announced that the boards of directors of
both companies have approved a definitive stock-for-stock merger agreement
valued at approximately $2.2 billion under which Intel would acquire Level
One. The acquisition is aimed at bringing customers advanced networking
capabilities by offering increased bandwidth and functionality through
silicon integration. The Sacramento-based Level
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One provides silicon connectivity solutions for high-speed telecom and
networking applications and is expected to establish Intel as a leading
component supplier for the rapidly growing Internet and Intranet equipment
market segments.
Under the terms of the agreement, each share of Level One stock would be
exchanged for 0.43 shares of Intel stock and the merger would be accounted
for using the purchase accounting method. A total of approximately 18.6
million shares of Intel stock would be issued to consummate the tax-free
merger (including the presumed conversion of Level One's outstanding
convertible subordinated notes into Level One common stock when permissible
under their terms). The exchange rate and the total number of shares will be
adjusted for Intel's previously announced 2 for 1 stock split. The
transaction is subject to regulatory review, Level One stockholder approval
and other normal closing conditions. Upon completion of the merger, which is
expected by the end of the second quarter of 1999, Level One will become a
wholly-owned subsidiary reporting into Intel's Network Communications Group
and all Level One employees will continue as employees of this subsidiary.
"Today's announced merger extends our strength in networking and
communications," said Craig Barrett, president and CEO of Intel. "It provides
us with the silicon building blocks necessary to supply the rapidly growing
demands created by the Internet and e-commerce."
"This merger benefits Level One employees and customers by delivering on our
vision of highly integrated communications systems on silicon," said Robert
Pepper, Level One's president and CEO who will join Intel as vice president
of the company's Network Communications Group and general manager of the
Level One Components Division.
"We've been fortunate to have worked with Level One on several programs over
the past year, and discovered our common vision and corporate cultural values
to be a great match," said Mark Christensen vice president and general
manager of Intel's Network Communications Group. The companies do not
anticipate any immediate changes to either of their product lines and Level
One intends to continue to use its existing manufacturing relationships and
provide its products to customers under existing agreements.
Level One Communications [Nasdaq: LEVL], a leader in communications IC
technology, provides silicon connectivity solutions for high-speed telecom
and networking applications. These components are critical connecting links
in today's telecommunication and data communication (LAN/WAN) networks and
are the key building blocks for the Intranets and Internets of the future.
Level One combines its strengths in analog and digital circuit design with
its communications systems expertise to produce mixed-signal solutions with
increased functionality and greater reliability, resulting in lower total
system cost. Level One Communications, Inc. is ISO 9001 registered,
illustrating the company's commitment to world-class standards and providing
high quality products.
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Company headquarters are located at 9750 Goethe Road, Sacramento, CA 95827.
For information on the company and its products, visit its site on the World
Wide Web at http://www.level1.com
Intel, the world's largest chip maker, is also a leading manufacturer of
computer, networking and communications products. Additional information
about Intel is available at www.intel.com/pressroom.
*Third party marks and brands are property of their respective holders.
- -Copyright- 1998 Level One Communications, Inc., Level One, the Level One
logo are registered trademarks of Level One Communications. Any other product
names mentioned herein are the property of their respective owners.
This release contains forward-looking statements based on current
expectations or beliefs, as well as a number of assumptions about future
events, and are subject to factors and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements. The reader is cautioned not to put undue reliance on these
forward-looking statements, which are not a guarantee of future performance
and are subject to a number of uncertainties and other factors, many of which
are outside the control of Intel and Level One. The forward-looking
statements in this release address a variety of subjects including, for
example, the expected date of closing of the acquisition and the potential
benefits of the merger. The following factors, among others, could cause
actual results to differ materially from those described in these
forward-looking statements: the risk that Level One's business will not be
successfully integrated with Intel's business; costs associated with the
merger; the inability to obtain the approval of Level One's stockholders;
matters arising in connection with the parties' efforts to comply with
applicable regulatory and tax requirements relating to the transaction; and
increased competition and technological changes in the industries in which
Intel and Level One compete. For a detailed discussion of these and other
cautionary statements, please refer to Intel's and Level One's filings with
the Securities and Exchange Commission, including their respective Annual
Reports on Form 10-K for the year ended December 27, 1997 for Intel, and
December 28 for Level One and their respective Quarterly Reports on Form 10-Q
for the quarter ended September 25, 1998 for Intel and the quarter ended
September 27 for Level One.
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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.
Date: March 5, 1999 LEVEL ONE COMMUNICATIONS,
INCORPORATED
/s/ John Kehoe
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John Kehoe
Senior Vice President and
Chief Financial Officer
