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 9, 2004
AMIS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| | | | | |
| DELAWARE | | 000-50397 | | 51-0309588 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| | | |
| 2300 BUCKSKIN ROAD, POCATELLO, IDAHO | | 83201 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(208) 233-4690
(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))
TABLE OF CONTENTS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 9, 2004, AMIS Holdings, Inc. (the “Company”) issued a press release announcing that on that date, the Company and several of its subsidiaries entered into definitive agreements with Dspfactory, Ltd. (“Dspfactory”) and certain shareholders of Dspfactory to acquire substantially all of Dspfactory’s assets and certain liabilities. As part of the agreements, the Company will also acquire all of the capital stock of dspfactory S.A., a wholly owned subsidiary of Dspfactory located in Neuchatel, Switzerland. Dspfactory, headquartered in Waterloo, Ontario, Canada, is a leading provider of ultra-low power audio processing systems for portable and wearable devices.
Under the agreements, the Company has agreed to pay approximately $42.3 million, $25.9 million in cash and $16.4 million in common stock of the Company (the “Common Stock”) valued as of September 9, 2004, with an additional payment of up to $8.5 million in stock if certain milestones are met by the end of 2006. In addition, the Company agreed to assume certain liabilities associated with the assets being acquired.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Pursuant to the agreements described above, the Company agreed to issue to Dspfactory 1,314,000 shares of Common Stock at the closing in consideration of the acquisition, with an additional issuance of up to $8.5 million in Common Stock if certain milestones are met by the end of 2006. The transactions contemplated by the agreements, including the transfer of the Common Stock, shall be effected by a plan of arrangement under section 182 of theBusiness Corporations Act(Ontario). The plan of arrangement is subject to approval by the Ontario Superior Court of Justice which will, as part of its approval process, consider the fairness of the transactions contemplated by the agreements. Subject to the approval of the plan of arrangement, the issuance of Common Stock will be exempt from registration under the Securities Act of 1933, as amended, pursuant to section 3(a)(10) thereof.
ITEM 8.01 OTHER EVENTS
Pursuant to Form 8-K, General Instructions F, the Company hereby incorporates by reference the press release attached hereto as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit No.
| | Description
|
| 99.1 | | Press Release Dated September 9, 2004 |
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.
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| | AMIS HOLDINGS, INC.
| |
| Date: September 14, 2004 | By: | /s/ David Henry | |
| | | Name: | David Henry | |
| | | Title: | Senior Vice President and Chief Financial Officer | |
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