SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 15, 1999
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TEXAS INSTRUMENTS INCORPORATED
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(Exact name of Registrant as specified in its charter)
Delaware 1-3761
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(State of Incorporation) (Commission File No.)
75-0289970
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(I.R.S. Employer Identification No.)
8505 Forest Lane,
P. O. Box 660199, Dallas, Texas 75266-0199
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(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (972) 995-3773
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ITEM 2. Acquisition or Disposition of Assets.
On October 15, 1999, pursuant to that certain Agreement and Plan of
Merger (the "Merger Agreement"), dated as of July 25, 1999, by and among Texas
Instruments Incorporated ("TI"), Unitrode Corporation ("Unitrode") and Unicorn
Acquisition Corp., a wholly owned subsidiary of TI ("Unicorn"), Unicorn was
merged with and into Unitrode (the "Merger"). Unitrode was the surviving
corporation of the Merger and became a wholly owned subsidiary of TI. In
accordance with the Merger Agreement, the outstanding common stock of Unitrode
was converted into the right to receive approximately 16.7 million shares of
TI common stock. The Merger has been accounted for as a "pooling of
interests" under generally accepted accounting principles.
ITEM 7. Exhibits.
Designation of
Exhibit in
this Report Description of Exhibit
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99 Registrant's news release
dated October 15, 1999
SIGNATURE
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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.
TEXAS INSTRUMENTS INCORPORATED
By: /s/ O. WAYNE COON
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O. Wayne Coon
Vice President and
Assistant Secretary
Date: October 25, 1999
Exhibit Index
<TABLE>
<CAPTION>
Designation of
Exhibit in Paper (P)
this Report Description of Exhibit or Electronic (E)
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<S> <C> <C>
99 Registrant's news release E
dated October 15, 1999
</TABLE>
EXHIBIT 99
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News Release
C-99057
Texas Instruments Closes Acquisition of Unitrode Corporation
Dallas (October 15, 1999) - Texas Instruments Incorporated (NYSE: TXN) today
completed its previously announced acquisition of Unitrode Corporation
(NYSE:UTR) in a stock-for-stock transaction to strengthen TI's analog catalog
portfolio of standard products. Unitrode is a major designer and supplier of
power supply control, interface and battery management components - all
rapidly growing technologies necessary for portable devices, power systems and
interface applications.
With this acquisition, TI expects to offer a broader range of high-performance
products into both existing and new markets. Combining Unitrode's leadership
and expertise in power supply control and battery management with TI's
strength in programmable digital signal processing will bring customers a more
complete solution and faster time to market.
The company will continue to operate from its headquarters in Merrimack, New
Hampshire, as a wholly owned subsidiary of TI.
# # #
NOTE TO EDITORS: Texas Instruments Incorporated is a global semiconductor
company and the world's leading designer and supplier of digital signal
processing and analog technologies, the engines driving the digitization of
electronics. Headquartered in Dallas, Texas, the company's products also
include calculators, controls and sensors, metallurgical materials and digital
light processing technologies. The company has manufacturing or sales
operations in more than 25 countries.
Texas Instruments is traded on the New York Stock Exchange under the symbol
TXN. More information is located on the World Wide Web at http://www.ti.com.
