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 Earliest Event Reported: October 26, 2000
TELCOM SEMICONDUCTOR, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-26312 94-3186995
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
1300 Terra Bella Avenue
Mountain View, California 94039-7267
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 968-9252
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ITEM 5. Other Events
On October 26, 2000, Microchip Technology Incorporated ("Microchip"),
Matchbox Acquisition Corp. ("Merger Sub") and TelCom Semiconductor, Inc. (the
"Company") entered into an Agreement and Plan of Reorganization (the "Merger
Agreement"), pursuant to which the Company will merge with and into Merger Sub
(the "Merger") and become a wholly-owned subsidiary of Microchip. The Merger is
a stock-for-stock transaction valued at approximately $300 million, on a
fully-diluted basis, based on the closing prices of the Company and Microchip on
October 26, 2000. Under the terms of the Merger Agreement, if the average
closing price of Microchip's common stock for the ten trading days preceding the
closing of the transaction is between $28.30 and $32.61, Microchip will issue a
number of shares of its common stock for each outstanding share of TelCom equal
to $15.00 divided by such ten-day average price. If Microchip's ten-day average
closing price prior to the Merger is less than $28.30, then each TelCom
stockholder will receive 0.53 shares of Microchip, and if the ten-day average
price is greater than $32.61, then each TelCom stockholder will receive 0.46
shares of Microchip. No fractional shares will be issued in the Merger; instead,
holders of the Company's common stock will receive an amount in cash equal to
the five-day average closing price of one share of Microchip common stock
multiplied by the fractional share interest to which such holder would otherwise
be entitled. The Merger is conditioned upon, among other things, approval of the
Merger by the holders of common stock of the Company, on the expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act and upon other customary conditions. The acquisition
is intended to qualify as a pooling of interests for accounting purposes and to
be tax-free to stockholders of the Company. The Merger Agreement is attached as
Exhibit 2.1 hereto and its terms are incorporated herein by reference.
In connection with the Merger Agreement, the Company and Microchip
executed a Stock Option Agreement, dated of even date with the Merger Agreement
(the "Stock Option Agreement"), pursuant to which Microchip has the right, under
certain circumstances, to purchase up to 19.9% of the issued and outstanding
shares of common stock of the Company, at a price per share of $15.00. A copy of
the Stock Option Agreement is included herein as Exhibit 2.2 and its terms are
incorporated herein by reference. In addition, certain stockholders of the
Company have entered into voting agreements with Microchip dated as of October
26, 2000, pursuant to which the stockholder has agreed to vote the shares of the
Company's common stock beneficially owned by the stockholder in favor of
adoption of the Merger Agreement.
A copy of the Press Release, dated October 27, 2000, issued by the
Company relating to the Merger is attached as Exhibit 99.1 hereto and is
incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
2.1 Agreement and Plan of Reorganization, dated as of October 26, 2000,
by and among Microchip Technology Incorporated, Matchbox
Acquisition Corp. and TelCom Semiconductor, Inc.
2.2 Stock Option Agreement, dated as of October 26, 2000, by and
between Microchip Technology Incorporated and TelCom Semiconductor,
Inc.
99.1 TelCom Semiconductor, Inc., Press Release, dated October 27, 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.
Dated: October 30, 2000
TELCOM SEMICONDUCTOR, INC.
By: /s/ Robert G. Gargus
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Name: Robert G. Gargus
Title: President
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EXHIBIT INDEX
Exhibit
No. Exhibit Description
2.1 Agreement and Plan of Reorganization, dated as of October 26,
2000, by and among Microchip Technology Incorporated, Matchbox
Acquisition Corp. and TelCom Semiconductor, Inc.
2.2 Stock Option Agreement, dated as of October 26, 2000, by and
between Microchip Technology Incorporated and TelCom
Semiconductor, Inc.
99.1 TelCom Semiconductor, Inc., Press Release, dated October 27,
2000.
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