UNITED STATES
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): September 18, 2009
Virage Logic Corporation
(Exact name of registrant as specified in its charter)
000-31089
(Commission File Number)
Delaware77-0416232
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
47100 Bayside Parkway
Fremont, California 94538
(Address of principal executive offices, with zip code)
(510) 360-8000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets.
Virage Logic Corporation, a Delaware corporation ("Virage Logic"), previously reported on a Current Report on Form 8-K filed on August 18, 2009 that Abigail (UK) Limited, a wholly-owned subsidiary of Virage Logic ("Abigail (UK)"), would be commencing a recommended cash offer (the "Offer") for all of the outstanding shares of ARC International plc, a public limited company incorporated in England and Wales and listed on the London Stock Exchange ("ARC"). On August 24, 2009, Virage Logic reported on a Current Report on Form 8-K that the Offer Document and Form of Acceptance related to the Offer had been mailed to ARC shareholders on August 21, 2009. On September 11, 2009, Virage Logic reported on a Current Report on Form 8-K that approximately 79.66% of the ARC ordinary shares had been tendered into the Offer as of that date and that the Offer period would be extended until September 25, 2009. On September 15, 2009, Virage Logic reported on a Cu rrent Report on Form 8-K that approximately 84.68% of the ARC ordinary shares had been tendered into the Offer, that the Offer had been declared unconditional in all respects, and that the Offer period would be extended until October 9, 2009.
On September 18, 2009, Virage Logic and Abigail (UK) announced that as of 1:00 p.m. (London time) on September 18, 2009, Abigail (UK) had received valid acceptances representing approximately 92.63% of the issued share capital of ARC through the Offer. Abigail (UK) alsoconfirmed that the Offer will remain open until further notice. Payment for ARC shareholders who validly accept the Offer after September 18, 2009 will be effected within 14 days of receipt of their valid acceptance.
Now that Virage Logic has acquired at least 90% of the ARC ordinary shares, Abigail (UK) has initiated the procedures set forth in the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily all remaining ARC ordinary shares on the same terms as the Offer. Virage Logic intends to apply for the re-registration of ARC as a private limited company under the relevant provisions of the Companies Act 2006 promptly following the delisting of the ARC ordinary shares from the London Stock Exchange, which is expected to occur on October 14, 2009.
The foregoing description of the Offer is qualified in its entirety by reference to the full text of the announcement entitled "Offer for ARC International plc reaches 90%", a copy of which is filed as Exhibit 2.01 to this Current Report and is incorporated into this Item 2.01 by reference, and to the full text of the Offer Document dated August 21, 2009, a copy of which was filed as Exhibit 2.01 to a Current Report on Form 8-K filed by Virage Logic on August 24, 2009 and is incorporated into this Item 2.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
2.01 Announcement entitled "Offer for ARC International plc declared wholly unconditional" issued by Abigail (UK) on September 18, 2009.
Forward Looking Statements
Any statements in this Current Report on Form 8-K and the exhibits hereto about Virage Logic's expectations, beliefs, plans, objectives, assumptions or future events or performance, including with respect to the Offer, and any assumptions underlying such statements, are not historical facts and are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are often, but not always, made through the use of words or phrases such as believe, will, expect, anticipate, estimate, intend, plan and would. Forward-looking statements also include the following: (1) statements containing projections of revenues, operating expenses, income (or loss), earnings (or loss) per share, capital expenditures, dividends, capital structure, and other financial items; (2) statements regarding when the proposed acquisition will be accretive to earnings per share; (3) statements regarding projected cash, cash equivalents and short term investment balances as of the closing of the proposed acquisition; (4) statements concerning the plans and objectives of Virage Logic's management for future operations, including plans or objectives relating to its products or services; (5) statements of future economic performance; (6) statements of the assumptions underlying or relating to any statement described in (1), (2), (3), (4) or (5); and (7) statements regarding the timing or completion of the Offer. Actual results could differ materially from those predicted by these forward-looking statements. Forward-looking statements are not guarantees of performance. They involve known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from those expressed or implied. Some of these risks, uncertainties and assumptions include, but are not limited to (i) the outcome of any legal proceedings instituted against Virage Logic, Abigail (UK) and others in connection with the proposed Off er; (ii) the failure of the acquisition of ARC to close for any reason; (iii) the amount of the costs, fees, expenses and charges relating to the Offer; (iv) business uncertainty and contractual restrictions prior to the closing of the acquisition of ARC; (v) competition generally and the increasingly competitive nature of our industry; (vi) the effect of war, terrorism or catastrophic events; (vii) stock price, foreign currency exchange and interest rate volatility; (viii) the failure of Virage Logic to successfully integrate ARC's business and operations with its own and the failure to achieve the cost savings and other synergies Virage Logic expects to result from the acquisition of ARC; and (ix) the risk that, under relevant UK law, Virage Logic and Abigail (UK) may be unable to assert a condition to terminate the Offer even if ARC's business deteriorates significantly or other events occur that cause the acquisition of ARC by Abigail (UK) to be less attractive to Virage Logic.
The foregoing list sets forth some, but not all, of the factors that could affect Virage Logic's ability to achieve results described in any forward-looking statements. For additional information about risks and uncertainties Virage Logic faces and a discussion of its financial statements and footnotes, see documents Virage Logic files with the SEC, including its most recent annual report on Form 10-K and all subsequent periodic reports. Virage Logic assumes no obligation and expressly disclaim any duty to update forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K or to reflect the occurrence of subsequent events.
No Offer or Solicitation
This Current Report on Form 8-K is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | |
Date: September 18, 2009 | | VIRAGE LOGIC CORPORATION |
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| | /s/ Brian Sereda |
| | Brian Sereda |
| | Vice President of Finance and Chief Financial Officer |
EXHIBIT INDEX
2.01 Announcement entitled "Offer for ARC International plc declared wholly unconditional" issued by Abigail (UK) on September 18, 2009.
