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): December 6, 2019
MARVELL TECHNOLOGY GROUP LTD.
(Exact name of registrant as specified in its charter)
Bermuda | 000-30877 | 77-0481679 | ||
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
Canon’s Court
22 Victoria Street
Hamilton HM 12
Bermuda
(Address of principal executive offices)
(441) 296-6395
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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:
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbols(s) | Name of each exchange on which registered | ||
Common Shares | MRVL | The Nasdaq Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 2.01 | COMPLETION OF DISPOSITION OF ASSETS |
On May 29, 2019, Marvell Technology Group Ltd. (the “Company”) entered into an Asset Purchase Agreement with NXP USA, Inc. (the “Buyer ”) pursuant to which the Company agreed to sell to the Buyer certain assets related to its Wi-Fi connectivity business for $1.76 billion in cash at closing, subject to working capital and other customary adjustments (the “Transaction”). In addition, the Company agreed to license certain intellectual property to the Buyer in connection with the Transaction and to provide certain temporary transition services following completion of the Transaction. On December 6, 2019, the Company completed the Transaction.
| ITEM 7.01 | REGULATION FD DISCLOSURE |
The information in Item 7.01 of this Current Report, including the accompanying Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing.
On December 6, 2019, the Company issued a press release updating its current quarter guidance to reflect the closing of the Transaction. A copy of the press release is furnished herewith as Exhibit 99.1.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(b) Pro Forma Financial Information.
The pro forma financial information required to be filed pursuant to Item 9.01(b) of Form 8-K will be filed by amendment as soon as practicable, but in no event later than 4 business days from the transaction closing date.
(d) Exhibits
Exhibit | Description | |||
99.1 | ||||
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) | |||
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: December 6, 2019 | MARVELL TECHNOLOGY GROUP LTD. | |||||
By: | /s/ Mitchell Gaynor | |||||
Name: | Mitchell Gaynor | |||||
Title: | Executive Vice President, Chief Administration and Legal Officer and Secretary | |||||