<PAGE>
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 17, 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.
On February 17, 2000, TriQuint Semiconductor, Inc. announced that it
had sold $300 million of subordinated convertible notes to qualified
institutional investors in a private placement. A copy of TriQuint's press
release is attached hereto.
Item 7 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
99.1 Press release dated February 17, 2000 of
TriQuint Semiconductor, Inc.
</TABLE>
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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 18, 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
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
99.1 Press release dated February 17, 2000 of
TriQuint Semiconductor, Inc.
</TABLE>
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<PAGE>
Exhibit 99.1
TRIQUINT SELLS $300 MILLION OF 4% CONVERTIBLE
SUBORDINATED NOTES
Hillsboro, Ore., February 17, 2000 -- TriQuint Semiconductor, Inc.
(NasdaqNM: TQNT) announced today that it agreed to privately place $300 million
aggregate principal amount (excluding any over-allotments) of 4% convertible
subordinated notes due 2007. The notes will be unsecured obligations,
convertible into TriQuint Common Stock at a conversion price of $271.20 per
share and subordinated to all present and future senior indebtedness of
TriQuint. The company has granted the initial purchasers of the notes a 30-day
option to purchase an additional $45.0 million principal amount of the notes to
cover over-allotments, if any. The placement of the notes is expected to close
on February 23, 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
