RF MICRO DEVICES INC
8-K, 1999-03-04
SEMICONDUCTORS & RELATED DEVICES
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                       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

 March 3, 1999 (Date of earliest event reported) Commission file number: 0-22511


                             RF Micro Devices, Inc.
             (Exact name of registrant as specified in its charter)

       North Carolina                              56-1733461 
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                 Identification No.)



                               7625 Thorndike Road
                      Greensboro, North Carolina 27409-9421
                    (Address of principal executive offices)
                                   (Zip code)


                                 (336) 664-1233
              (Registrant's telephone number, including area code)


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Item 5. Other Events

         On March 3, 1999, RF Micro Devices, Inc. issued a press release
announcing that its board of directors had approved a two-for-one stock split of
the Company's common stock, no par value, to be effected by a 100% share
dividend payable on or around March 31, 1999 to shareholders of record on March
17, 1999. A copy of this press release is attached as Exhibit 99.1.


Item 7.  Financial Statements and Exhibits

         (c)      Exhibits

                  The following exhibit is filed herewith:

                  Exhibit No.                        Description of Exhibit

                        99.1                Press Release dated March 3, 1999



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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.


                                  RF Micro Devices, Inc.

                                  By: /s/ William A. Priddy, Jr.
                                      ------------------------------------------
                                      William A. Priddy, Jr.
                                      Vice President and Chief Financial Officer

Date:    March 4, 1999



<PAGE>   1

                                                                    Exhibit 99.1


RF Micro Devices, Inc. Announces Two-for-One Stock Split

         GREENSBORO, N.C., March 3 -- RF Micro Devices, Inc. (Nasdaq: RFMD), a
leading provider of proprietary radio frequency integrated circuits (RFICs) for
wireless communications applications, today announced that its Board of
Directors has approved a two-for-one stock split. The stock split will be
effected as a 100% stock dividend. Shareholders of record on March 17, 1999 will
be issued a certificate representing one additional share of common stock for
each share of common stock held on the record date. The additional shares will
be mailed or delivered on or about March 31, 1999 by the Company's transfer
agent, First Union Shareholder Services Group. Upon completion of the split, the
Company will have approximately 39.3 million shares outstanding.

         RF Micro Devices, Inc., an ISO 9001 certified manufacturer, designs,
develops, manufactures and markets proprietary RFICs for wireless communications
applications such as cellular and PCS phones, cordless phones, wireless LANs,
wireless local loop handsets, industrial radios, wireless security and remote
meter reading. The Company offers a broad array of products -- including
amplifiers, mixers, modulators/demodulators, and single-chip receivers,
transmitters and transceivers -- that represent a substantial majority of the
RFICs required in wireless subscriber equipment. The Company's strategy is to
focus on wireless markets by offering a broad range of standard and custom
designed RFICs in order to position itself as a "one-stop" solution for its
customers' RFIC needs. RF Micro Devices, Inc. is traded on the Nasdaq National
Market under the symbol RFMD.

         This press release contains forward-looking statements that relate to
the Company's plans, objectives, estimates and goals. Words such as "expects,"
"anticipates," "intends," "plans," "believes," and "estimates," and variations
of such words and similar expressions identify such forward-looking statements.
These statements are subject to numerous risks and uncertainties, including
probable variability in the Company's quarterly operating results, dependence on
a limited number of customers, variability in production yields, risks
associated with the Company's operation of a wafer fabrication facility,
dependence on third parties and risks associated with doing business in Asia or
other areas of the world. These and other risks and uncertainties, which are
described in more detail in the Company's Annual Report on Form 10-K and the
Company's Prospectus dated January 21, 1999 included in its Registration
Statement on Form S-3 (Registration No. 333-69501) filed with the Securities and
Exchange Commission, could cause actual results and developments to be
materially different from those expressed or implied by any of these
forward-looking statements.

SOURCE: RF Micro Devices, Inc.





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