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
October 20, 2006
Date of Report (Date of earliest event reported)
SIRENZA MICRODEVICES, INC.
(Exact name of Registrant as specified in its charter)
| DELAWARE | 000-30615 | 77-0073042 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
303 S. TECHNOLOGY COURT, BROOMFIELD, CO 80021
(Address of principal executive offices, including zip code)
(303) 327-3030
(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 (see General Instruction A.2. below):
| x | 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 8.01 | Other Events. |
On October 20, 2006, Sirenza Microdevices, Inc. and Micro Linear Corporation issued a joint press release announcing that Micro Linear adjourned its special meeting of stockholders, and will reconvene the special meeting of stockholders on Tuesday, October 31, 2006 at 10:00 a.m. Pacific Time. A copy of the press release is attached hereto as Exhibit 99.1.
Additional Information and Where to Find It
This Current Report on Form 8-K is not a proxy statement or a prospectus for the proposed transaction. On September 14, 2006, Sirenza filed amendment no. 1 to its registration statement on Form S-4 (Registration No. 333-137086) in connection with the proposed transaction, which included Micro Linear’s proxy statement and Sirenza’s prospectus for the proposed transaction. Investors are urged to read the proxy statement/prospectus, which contains important information about the proposed transaction. The proxy statement/prospectus and other documents which are filed by Sirenza or Micro Linear with the Securities and Exchange Commission (the “SEC”) are available free of charge at the SEC’s website,www.sec.gov, or by directing a request to Sirenza Microdevices, Inc., 303 S. Technology Court, Broomfield, CO 80021, Attention: Investor Relations or by directing a request to Micro Linear Corporation, 2050 Concourse Drive, San Jose, CA 95131, Attention: Investor Relations.
Micro Linear, its directors and certain of its executive officers, as well as Sirenza, its directors and certain of its executive officers, may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Micro Linear and their respective interests in the proposed transaction is set forth in the proxy statement/prospectus that Sirenza and Micro Linear filed with the SEC in connection with the proposed transaction. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibit 99.1 is being furnished herewith.
| Exhibit Number | Description | |
| 99.1 | Press release of Sirenza Microdevices, Inc. dated October 20, 2006. | |
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.
SIRENZA MICRODEVICES, INC. | ||
| By: | /s/ Gerald Hatley | |
Gerald Hatley | ||
| Vice President, Controller and Chief Accounting Officer | ||
Date: October 20, 2006
SIRENZA MICRODEVICES, INC.
EXHIBIT INDEX TO FORM 8-K
| Exhibit Number | Description | |
| 99.1 | Press release of Sirenza Microdevices, Inc. dated October 20, 2006. |