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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
Date of Report (Date of earliest event reported) FEBRUARY 14, 2000
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TRIQUINT SEMICONDUCTOR, INC.
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(Exact Name of the Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
000-22660 95-3654013
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(Commission File Number) (I.R.S. Employer Identification No.)
2300 N.E. BROOKWOOD PARKWAY, HILLSBORO, OREGON 97124
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(Address of Principal Executive Offices) (Zip Code)
(503) 615-9000
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
A. On February 14, 2000, TriQuint Semiconductor, Inc. announced
its intention to offer $275 million of subordinated
convertible notes to qualified institutional investors in a
private placement. A copy of TriQuint's press release is
attached hereto.
B. On February 22, 2000, TriQuint will effect a two-for-one
forward split of its outstanding common stock, payable to
holders of record on February 1, 2000. A copy of the press
release announcing such split is attached.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
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EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
99.1 Press release dated February 2, 2000 of
TriQuint Semiconductor, Inc.
99.2 Press release dated February 14, 2000 of
TriQuint Semiconductor, Inc.
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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: February 14, 2000 TRIQUINT SEMICONDUCTOR, INC.
By: /s/ Steven J. Sharp
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President, Chief Executive
Officer and Chairman of the
Board of Directors
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TRIQUINT SEMICONDUCTOR, INC.
FORM 8-K
INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
99.1 Press release dated February 2, 2000 of TriQuint Semiconductor, Inc.
99.2 Press release dated February 14, 2000 of TriQuint Semiconductor, Inc.
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<PAGE>
Exhibit 99.1
TriQuint Semiconductor Announces Shareholder Approval of Shares to Facilitate
Two for One Stock Split
HILLSBORO, Ore.--(BUSINESS WIRE)--Feb. 2, 2000--TriQuint Semiconductor, Inc.
today announced that TriQuint stockholders approved an increase in TriQuint's
authorized shares of Common Stock from 25,000,000 shares to 200,000,000 shares.
This approval was obtained at the Company's Special Meeting of Stockholders held
Monday, January 31, 2000.
As a result, TriQuint will effect its previously announced two-for-one stock
split (in the form of a stock dividend), originally approved by its Board of
Directors on December 1, 1999, subject to this stockholder approval. Stock
certificates representing one additional share for each share held will be
mailed on or about February 22, 2000 (payment date) to all stockholders of
record at the close of business on February 1, 2000 (record date). Upon
completion of the split, the number of shares of Common Stock outstanding will
be approximately 37,900,000 shares.
This press release contains both historical information and forward-looking
information. Numerous important factors affect the Company's operating results
and could cause the Company's actual results to differ materially from the
results indicated in this press release or in any other forward-looking
statements made by, or on behalf of, the Company, and there can be no assurance
that future results will meet expectations. Results could differ materially
based on various factors, including the Company's performance and market
conditions. Additional considerations and important risk factors are described
in the Company's Report on Form 10-K and 10-Q filed with the Securities and
Exchange Commission and the Company's Common Stock Offering Prospectus dated
July 13, 1999, copies of which are available on request from the Company.
TriQuint Semiconductor, Inc. (Nasdaq:TQNT) is a leading worldwide supplier of a
broad range of high performance gallium arsenide (GaAs) integrated circuits.
TriQuint's products span the RF and millimeter wave frequency ranges and employ
analog and mixed signal circuit designs. They are used in wireless
communications, telecommunications, data communications and aerospace systems.
TriQuint offers both standard and customer specific products as well as foundry
services. TriQuint's two operations, in Oregon and Texas, are both certified to
the ISO 9001 international quality standard.
TriQuint is headquartered at 2300 NE Brookwood Parkway, Hillsboro, OR 97124 and
can be reached at 503/615-9000 (fax 503/615-8900). Visit the TriQuint website at
http://www.triquint.com.
CONTACT: TriQuint Semiconductor, Inc. or Fi. Comm
Ed Whitehurst, 503/615-9000 Investor Relations Counsel
Fax: 503/615-8900 Heidi A. Flannery
Email: [email protected] 503/844-8888
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<PAGE>
Exhibit 99.2
TRIQUINT TO OFFER $275 MILLION OF CONVERTIBLE
SUBORDINATED NOTES
Hillsboro, Ore., February 14, 2000 -- TriQuint Semiconductor, Inc.
(NasdaqNM:TQNT) announced today that it intends to offer, subject to market
and other conditions, approximately $275 million in convertible subordinated
notes due 2007 in an offering to qualified institutional investors. The
interest rate, conversion rate and offering price are to be determined by
negotiations among TriQuint and the initial purchasers of the notes. The
offering is expected to close in February 2000.
The net proceeds of the offering will be used for general corporate purposes,
including capital expenditures and working capital. The company may also use
a portion of the net proceeds to acquire or invest in complementary
businesses, products or technologies.
This announcement is neither an offer to sell nor a solicitation to buy any of
these securities.
The securities will not be registered under the Securities Act of 1933, as
amended (the "Securities Act"), or any state securities laws, and unless so
registered, 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 laws.
CONTACT: TriQuint Semiconductor, Inc.
Ed Whitehurst, 503/615-9000
Fax: 503/615-8900
Email: [email protected]
or
Fi. Comm
Investor Relations Counsel
Heidi A. Flannery, 503/844-8888
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