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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
September 11, 1998
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Date of Report (Date of earliest event reported)
Information Storage Devices, Inc.
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(Exact name of Registrant as specified in its charter)
California 0-25502 77-0197173
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(State of incorporation) (Commission file number) (I.R.S. Employer
Identification No.)
2045 Hamilton Avenue
San Jose, California 95125
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(Address of principal executive offices, including zip code)
(408) 369-2400
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(Registrant's telephone number, including area code)
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Contents
Item 1(b): Changes in Control of Registrant...................................3
Item 7: Financial Statements and Exhibits ....................................3
Signatures ....................................................................4
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ITEM 1(b). CHANGES IN CONTROL OF REGISTRANT
On September 11, 1998, Information Storage Devices, Inc. ("ISD") and
Winbond Electronics Corporation ("WEC"), Winbond Int'l Corporation ("WIC"),
Oriole Holding Corporation ("OHC") and Winbond Acquisition Corporation ("WAC")
signed an Agreement and Plan of Merger (the "Merger Agreement"), providing for
the acquisition of ISD by WAC. The Merger Agreement provides that WAC, a
newly-formed subsidiary of WEC, will merge with and into ISD (the "Merger") and
ISD will become an indirect wholly owned subsidiary of WEC. As a result of the
Merger, each outstanding share of ISD Common Stock that is not owned by WEC,
WAC, WIC, OHC or any affiliate of any of them (collectively, "Winbond"), will be
converted into the right to receive $7.50 in cash, subject to adjustment if ISD
issues additional shares of its capital stock or options or other rights to
acquire shares of its capital stock in excess of certain amounts specified in
the Merger Agreement. All outstanding and unexercised options and other rights
to purchase ISD Common Stock will terminate at the effective time of the Merger.
Winbond and the directors and certain executive officers of ISD have entered
into a Voting Agreement, pursuant to which they have each agreed to vote in
favor of the Merger subject, in the case of the directors and executive officers
of ISD, to the discharge of their fiduciary responsibilities as a director
and/or officer of ISD.
Completion of the Merger is subject to the satisfaction or waiver of
various conditions, including, among others (i) the approval of the Merger
Agreement by the ISD shareholders, (ii) expiration or termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the
absence of any material adverse change in ISD's financial condition, results of
operations or business from July 4, 1998 to the closing date and (iv) continuing
accuracy of the representations and warranties of each party in the Merger
Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibits are incorporated herein by reference:
Number Description
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2.01 Agreement and Plan of Merger dated September 11, 1998 by and
among Winbond Electronics Corporation, Winbond Int'l
Corporation, Oriole Holding Corporation, Winbond Acquisition
Corporation and Information Storage Devices, Inc.
(Incorporated by reference to Exhibit 7.1 to Amendment No. 3
to Schedule 13D of Winbond Int'l Corporation, Peaceful River
Corp., Pigeon Creek Holding Co., Ltd. and Winbond Electronics
Corporation, filed on September 14, 1998, File
No. 005-44765.)
2.02 Voting Agreement by and among Winbond Electronics Corporation
and the directors and certain executive officers of
Information Storage Devices, Inc. (Incorporated by reference
to Exhibit 7.2 to Amendment No. 3 to Schedule 13D of Winbond
Int'l Corporation, Peaceful River Corp., Pigeon Creek Holding
Co., Ltd. and Winbond Electronics Corporation, filed on
September 14, 1998, File No. 005-44765.)
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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, thereunto duly authorized.
INFORMATION STORAGE DEVICES, INC.
Dated: September 18, 1998 /s/ Felix J. Rosengarten
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Felix J. Rosengarten
Vice President, Finance and Administration
and Chief Financial Officer
