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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 9, 2000 (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.)
7628 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 9, 2000, RF Micro Devices, Inc. announced that it intends to
offer, subject to market and other conditions, $425 million of Convertible
Subordinated Notes due 2005 (plus an additional amount of up to $75 million to
cover over-allotments, if any) through initial purchasers to qualified
institutional buyers under Rule 144A of the Securities Act of 1933, as amended
(the "Securities Act"). The notes would be convertible into RF Micro Devices'
common stock at the option of the holder, at a price to be determined. The
offering is expected to close in March 2000. 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
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99.1 Press Release dated March 9, 2000
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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.
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William A. Priddy, Jr.
Vice President, Finance and Administration
and Chief Financial Officer
Date: March 10, 2000
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EXHIBIT 99.1
RF MICRO DEVICES ANNOUNCES
$425 MILLION PRIVATE OFFERING OF CONVERTIBLE SUBORDINATED NOTES
GREENSBORO, N.C., March 9 -- RF Micro Devices, Inc.(Nasdaq: RFMD)
announced today that it intends to offer, subject to market and other
conditions, $425 million of Convertible Subordinated Notes due 2005 (plus an
additional amount of up to $75 million to cover over-allotments, if any) in a
private placement. The notes will be convertible into the Company's common stock
at the option of the holder, at a price to be determined. The offering is
expected to close in March 2000.
The Company intends to use the net proceeds of the anticipated offering
for general corporate purposes, including capital expenditures and working
capital. In addition, the Company may use a portion of the net proceeds to
acquire or invest in complementary businesses, products or technologies if the
opportunity arises.
This announcement is neither an offer to sell nor a solicitation of an
offer to buy any of these securities.
The notes and the common stock issuable upon conversion of the notes
have not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), or any state securities laws, and are being offered only to
qualified institutional buyers in reliance on Rule 144A under the Securities
Act. Unless so registered, the notes and common stock issued upon conversion of
the notes may not be offered or sold in the United States except pursuant to an
exemption from the registration requirements of the Securities Act and
applicable state securities laws.
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 systems and
remote meter readers. RF Micro Devices, Inc. is traded on the Nasdaq National
Market under the symbol "RFMD."
RF Micro Devices(R) and RFMD(TM) are trademarks of RF Micro Devices, Inc.
Contact:
RF Micro Devices, Inc., Greensboro
Dean Priddy, 336/664-1233
