SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
PURSUANT TO SECTION 13 OF 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
JUNE 8, 2001
Date of Report (Date of earliest event reported)
MAXIM INTEGRATED PRODUCTS, INC.
(Exact Name of Registrant as Specified in Charter)
| DELAWARE | 0-16538 | 94-2896096 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
120 SAN GABRIEL DRIVE,
SUNNYVALE, CALIFORNIA 94086
(Address of Principal Executive Offices) (Zip Code)
(408) 737-7600
Registrant’s Telephone Number, Including Area Code
The Registrant hereby amends Item 7 to its Current Report on Form 8-K dated April 11, 2001, in order to include the financial statements and pro forma information required by Item 7(a) and Item 7(b).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The audited financial statements and notes thereto included in the Dallas Semiconductor Corporation Annual Report on Form 10-K for the year ended December 31, 2000, which are required by paragraph (a) of Item 7 of Form 8-K, with respect to the Registrant’s acquisition of Dallas Semiconductor Corporation is hereby incorporated by reference.
(b) Pro Forma Financial Information.
The pro forma financial informaiton required by paragraph (b) of Item 7 of Form 8-K with respect to the Registrant’s acquisition of Dallas Semiconductor Corporation are filed as an exhibit to this report.
| Introduction to Unaudited Pro Forma Combined Financial Statements | p. 2 | |||
| Unaudited Pro Forma Combined Financial Statements | p. 4-8 | |||
| Notes to Unaudited Pro Forma Combined Financial Statements | p. 9 |
(c) Exhibits.
The exhibits listed in the accompanying Exhibit Index are filed as part of this Current Report on Form 8-K/A and incorporated herein by reference.
Maxim Integrated Products, Inc. Unaudited Pro Forma Combined Financial Statements
INTRODUCTION TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
On January 29, 2001, Maxim Integrated Products, Inc. (“the Company”) and Dallas Semiconductor Corporation (“Dallas Semiconductor”), a leading provider of specialty semiconductors, announced an agreement under which a direct, wholly owned subsidiary of the Company would merge with and into Dallas Semiconductor with Dallas Semiconductor thereby becoming a direct, wholly owned subsidiary of the Company (the “merger”). On April 11, 2001, the stockholders of Dallas Semiconductor voted affirmatively in favor of the merger. As a result, on April 11, 2001, the Company issued approximately 41.0 million shares of its common stock in exchange for all of the outstanding common stock of Dallas Semiconductor. In addition, the Company exchanged all outstanding options to purchase Dallas Semiconductor common stock for options to purchase approximately 5.9 million shares of the Company’s common stock. The transaction is intended to be accounted for as a pooling-of-interests and qualify as a tax-free reorganization.
The Company anticipates that as a result of the merger, the combined company will incur direct transaction costs of $25.3 million. As of the date of this Report on Form 8-K/A, the Company has also incurred $1.6 million in merger-related charges due to changes made in its sales organization subsequent to the consummation of the merger. The direct transaction costs and merger-related expenses will be charged to operations in the fourth quarter of fiscal 2001. In addition, management is in the process of formulating a plan to combine operations, and it is expected that the combined company will incur additional merger-related charges in connection with the business combination in the fourth quarter of fiscal 2001.
2
The following unaudited pro forma combined financial statements give effect to the merger of the Company and Dallas Semiconductor on a pooling of interests basis. The unaudited pro forma combined financial statements are based on the respective historical consolidated financial statements and the accompanying notes of the Company and Dallas Semiconductor. The unaudited pro forma combined balance sheet assumes that the merger took place on March 31, 2001 and combines the Company’s March 31, 2001 unaudited consolidated balance sheet with Dallas Semiconductor’s April 1, 2001 unaudited consolidated balance sheet. The unaudited pro forma combined statements of operations assume that the merger took place as of the beginning of the periods presented. The Company’s unaudited consolidated statement of operations for the nine months ended March 31, 2001 has been combined with Dallas Semiconductor’s unaudited consolidated statement of operations for the nine months ended April 1, 2001. The Company’s consolidated statement of operations for the fiscal year ended June 24, 2000 has been combined with Dallas Semiconductor’s unaudited consolidated statement of operations for the twelve months ended July 2, 2000. This combining methodology includes the last two reported quarters of Dallas Semiconductor’s fiscal year ended January 2, 2000 and the first two reported quarters of its fiscal year ended December 31, 2000. The Company’s consolidated statements of operations for the fiscal years ended June 26, 1999 and June 27, 1998 have been combined with Dallas Semiconductor’s consolidated statements of operations for the fiscal years ended January 2, 2000 and January 3, 1999, respectively. This presentation has the effect of including Dallas Semiconductor’s unaudited results of operations for the six-month period ended January 2, 2000 in both the fiscal year ended January 2, 2000 and the twelve-month period ended July 2, 2000 included in the unaudited pro forma combined statements of operations. The periods combined for purposes of presenting the unaudited pro forma combined statements of operations are not necessarily indicative of the periods expected to be combined for purposes of the Company’s Annual Report on Form 10-K for the year ended June 30, 2001, which is expected to be filed with the SEC in September 2001.
The unaudited pro forma combined financial statements are based on the assumptions set forth in the notes to such statements. The pro forma adjustments made in connection with the development of the pro forma information have been made solely for purposes of developing such pro forma information for illustrative purposes necessary to comply with the disclosure requirements of the SEC. The unaudited pro forma combined financial statements do not purport to be indicative of the results of operations for future periods or the combined financial position or the results that actually would have been realized had the entities been a single entity during these periods.
These unaudited pro forma combined financial statements should be read in conjunction with the historical consolidated financial statements and the related notes thereto of the Company and Dallas Semiconductor.
3
MAXIM INTEGRATED PRODUCTS, INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
(DOLLARS IN THOUSANDS)
| MAXIM | DALLAS SEMICONDUCTOR | PRO FORMA | PRO FORMA | |||||||||||||||
| MARCH 31, 2001 | APRIL 1, 2001 | ADJUSTMENTS* | COMBINED | |||||||||||||||
| ASSETS | ||||||||||||||||||
| Current assets: | ||||||||||||||||||
| Cash and cash equivalents | $ | 61,155 | $ | 37,355 | $ | — | $ | 98,510 | ||||||||||
| Short-term investments | 785,107 | 222,791 | — | 1,007,898 | ||||||||||||||
| Accounts receivable, net | 143,978 | 46,971 | — | 190,949 | ||||||||||||||
| Inventories | 63,152 | 96,051 | — | 159,203 | ||||||||||||||
| Deferred tax assets | 47,040 | 29,269 | 9,950 | (7) | 86,259 | |||||||||||||
| Income tax refund receivable | 410 | 22,615 | — | 23,025 | ||||||||||||||
| Other current assets | 10,346 | 11,031 | (1,097 | ) (4) | 20,280 | |||||||||||||
| Total current assets | 1,111,188 | 466,083 | 8,853 | 1,586,124 | ||||||||||||||
| Property, plant and equipment, net | 512,119 | 286,244 | — | 798,363 | ||||||||||||||
| Other assets | 7,440 | 15,392 | — | 22,832 | ||||||||||||||
| Total assets | $ | 1,630,747 | $ | 767,719 | $ | 8,853 | $ | 2,407,319 | ||||||||||
| LIABILITIES & STOCKHOLDERS’ EQUITY | ||||||||||||||||||
| Current liabilities: | ||||||||||||||||||
| Accounts payable | $ | 74,908 | $ | 57,047 | $ | — | $ | 131,955 | ||||||||||
| Income taxes payable | 6,785 | 3,730 | (406 | ) (7) | 10,109 | |||||||||||||
| Accrued salaries | 46,768 | 13,353 | — | 60,121 | ||||||||||||||
| Accrued expenses | 70,394 | 22,783 | 26,893 | (2) | 120,070 | |||||||||||||
| Deferred income on shipments to distributors | 25,093 | 22,207 | — | 47,300 | ||||||||||||||
| Total current liabilities | 223,948 | 119,120 | 26,487 | 369,555 | ||||||||||||||
| Deferred tax liabilities | 19,500 | 1,694 | — | 21,194 | ||||||||||||||
| Other liabilities | 4,000 | — | — | 4,000 | ||||||||||||||
| Total liabilities | 247,448 | 120,814 | 26,487 | 394,749 | ||||||||||||||
| Stockholder’s equity Preferred stock | — | — | — | — | ||||||||||||||
| Common stock (Maxim: 286,213,730 shares; Dallas: 62,941,173 shares; 327,219,904) shares on a pro forma combined basis) | 286 | 1,259 | (1,218 | ) (6) | 327 | |||||||||||||
| Additional paid-in capital | 56,720 | 240,433 | 1,218 | (6) | 298,371 | |||||||||||||
| Retained earnings | 1,324,962 | 402,438 | (17,634 | ) (2,4) | 1,709,766 | |||||||||||||
| Accumulated other comprehensive income | 1,331 | 2,775 | — | 4,106 | ||||||||||||||
| Total stockholders’ equity | 1,383,299 | 646,905 | (17,634 | ) | 2,012,570 | |||||||||||||
| Total liabilities & stockholders’ equity | $ | 1,630,747 | $ | 767,719 | $ | 8,853 | $ | 2,407,319 | ||||||||||
| * | See Accompanying Notes to Unaudited Pro Forma Combined Financial Statements |
4
MAXIM INTEGRATED PRODUCTS, INC.
UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
| MAXIM | DALLAS SEMICONDUCTOR | ||||||||||||||||
| NINE MONTHS ENDED | NINE MONTHS ENDED | PRO FORMA | PRO FORMA | ||||||||||||||
| MARCH 31, 2001 | APRIL 1, 2001 | ADJUSTMENTS* | COMBINED | ||||||||||||||
| Net revenues | $ | 896,951 | $ | 360,130 | $ | 1,385 | (3,5) | $ | 1,258,466 | ||||||||
| Cost of goods sold | 261,640 | 179,850 | (573 | ) (3,5) | 440,917 | ||||||||||||
| Gross margin | 635,311 | 180,280 | 1,958 | 817,549 | |||||||||||||
| Operating expenses: | |||||||||||||||||
| Research and development | 150,085 | 52,770 | 7,393 | (3,4) | 210,248 | ||||||||||||
| Selling, general, and administrative | 68,510 | 59,430 | (6,475 | ) (3) | 121,465 | ||||||||||||
| Total operating expenses | 218,595 | 112,200 | 918 | 331,713 | |||||||||||||
| Operating income | 416,716 | 68,080 | 1,040 | 485,836 | |||||||||||||
| Interest income and other, net | 32,235 | 13,145 | (1,735 | ) (3) | 43,645 | ||||||||||||
| Income before income taxes | 448,951 | 81,225 | (695 | ) | 529,481 | ||||||||||||
| Provision for income taxes | 152,644 | 25,990 | (257 | ) (7) | 178,377 | ||||||||||||
| Net income | $ | 296,307 | $ | 55,235 | $ | (438 | ) | $ | 351,104 | ||||||||
| Earnings per share: | |||||||||||||||||
| Basic | $ | 1.04 | $ | 0.90 | $ | 1.08 | |||||||||||
| Diluted | $ | 0.93 | $ | 0.86 | $ | 0.97 | |||||||||||
| Shares used in the calculation of earnings per share: | |||||||||||||||||
| Basic | 284,921 | 61,086 | (21,288 | ) (8) | 324,719 | ||||||||||||
| Diluted | 320,141 | 64,315 | (22,414 | ) (8) | 362,042 | ||||||||||||
| Dividends declared per share | $ | — | $ | 0.0975 | $ | 0.018 | |||||||||||
| * | See Accompanying Notes to Unaudited Pro Forma Combined Financial Statements |
5
MAXIM INTEGRATED PRODUCTS, INC.
UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
| MAXIM | DALLAS SEMICONDUCTOR | ||||||||||||||||
| FISCAL YEAR ENDED | TWELVE MONTHS ENDED | PRO FORMA | PRO FORMA | ||||||||||||||
| JUNE 24, 2000 | JULY 2, 2000 | ADJUSTMENTS* | COMBINED | ||||||||||||||
| Net revenues | $ | 864,924 | $ | 456,009 | $ | (7,457 | ) (3,5) | $ | 1,313,476 | ||||||||
| Cost of goods sold | 260,171 | 219,256 | (5,072 | ) (3,5) | 474,355 | ||||||||||||
| Gross margin | 604,753 | 236,753 | (2,385 | ) | 839,121 | ||||||||||||
| Operating expenses: | |||||||||||||||||
| Research and development | 142,279 | 56,848 | 7,791 | (3,4) | 206,918 | ||||||||||||
| Selling, general, and administrative | 77,082 | 69,414 | (7,206 | ) (3) | 139,290 | ||||||||||||
| Total operating expenses | 219,361 | 126,262 | 585 | 346,208 | |||||||||||||
| Operating income | 385,392 | 110,491 | (2,970 | ) | 492,913 | ||||||||||||
| Interest income and other, net | 39,789 | 12,024 | (2,240 | ) (3) | 49,573 | ||||||||||||
| Income before income taxes | 425,181 | 122,515 | (5,210 | ) | 542,486 | ||||||||||||
| Provision for income taxes | 144,562 | 39,275 | (1,926 | ) (7) | 181,911 | ||||||||||||
| Net income | $ | 280,619 | $ | 83,240 | $ | (3,284 | ) | $ | 360,575 | ||||||||
| Earnings per share: | |||||||||||||||||
| Basic | $ | 1.01 | $ | 1.41 | $ | 1.14 | |||||||||||
| Diluted | $ | 0.88 | $ | 1.32 | $ | 1.00 | |||||||||||
| Shares used in the calculation of earnings per share: | |||||||||||||||||
| Basic | 277,640 | 59,119 | (20,603 | ) (8) | 316,156 | ||||||||||||
| Diluted | 317,832 | 63,193 | (22,023 | ) (8) | 359,002 | ||||||||||||
| Dividends declared per share | $ | — | $ | 0.115 | $ | 0.022 | |||||||||||
| * | See Accompanying Notes to Unaudited Pro Forma Combined Financial Statements |
6
MAXIM INTEGRATED PRODUCTS, INC.
UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
| MAXIM | DALLAS SEMICONDUCTOR | ||||||||||||||||
| FISCAL YEAR ENDED | FISCAL YEAR ENDED | PRO FORMA | PRO FORMA | ||||||||||||||
| JUNE 26, 1999 | JANUARY 2, 2000 | ADJUSTMENTS* | COMBINED | ||||||||||||||
| Net revenues | $ | 606,965 | $ | 390,207 | $ | 5,677 | (3,5) | $ | 1,002,849 | ||||||||
| Cost of goods sold | 189,673 | 188,650 | 919 | (3,5) | 379,242 | ||||||||||||
| Gross margin | 417,292 | 201,557 | 4,758 | 623,607 | |||||||||||||
| Operating expenses: | |||||||||||||||||
| Research and development | 88,249 | 50,354 | 7,204 | (3,4) | 145,807 | ||||||||||||
| Selling, general, and administrative | 52,275 | 61,259 | (5,892 | ) (3) | 107,642 | ||||||||||||
| Total operating expenses | 140,524 | 111,613 | 1,312 | 253,449 | |||||||||||||
| Operating income | 276,768 | 89,944 | 3,446 | 370,158 | |||||||||||||
| Interest income and other, net | 20,386 | 9,717 | (2,143 | ) (3) | 27,960 | ||||||||||||
| Income before income taxes | 297,154 | 99,661 | 1,303 | 398,118 | |||||||||||||
| Provision for income taxes | 101,032 | 31,323 | 482 | (7) | 132,837 | ||||||||||||
| Net income | $ | 196,122 | $ | 68,338 | $ | 821 | $ | 265,281 | |||||||||
| Earnings per share: | |||||||||||||||||
| Basic | $ | 0.74 | $ | 1.18 | $ | 0.88 | |||||||||||
| Diluted | $ | 0.64 | $ | 1.11 | $ | 0.77 | |||||||||||
| Shares used in the calculation of earnings per share: | |||||||||||||||||
| Basic | 265,444 | 57,704 | (20,110 | ) (8) | 303,038 | ||||||||||||
| Diluted | 304,118 | 61,768 | (21,526 | ) (8) | 344,360 | ||||||||||||
| Dividends declared per share | $ | — | $ | 0.100 | $ | 0.019 | |||||||||||
| * | See Accompanying Notes to Unaudited Pro Forma Combined Financial Statements |
7
MAXIM INTEGRATED PRODUCTS, INC.
UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
| MAXIM | DALLAS SEMICONDUCTOR | ||||||||||||||||
| FISCAL YEAR ENDED | FISCAL YEAR ENDED | PRO FORMA | PRO FORMA | ||||||||||||||
| JUNE 27, 1998 | JANUARY 3, 1999 | ADJUSTMENTS* | COMBINED | ||||||||||||||
| Net revenues | $ | 560,220 | $ | 341,333 | $ | 2,885 | (3,5) | $ | 904,438 | ||||||||
| Cost of goods sold | 183,724 | 162,418 | (71 | ) (3,5) | 346,071 | ||||||||||||
| Gross margin | 376,496 | 178,915 | 2,956 | 558,367 | |||||||||||||
| Operating expenses: | |||||||||||||||||
| Research and development | 72,204 | 47,452 | 5,481 | (3,4) | 125,137 | ||||||||||||
| Selling, general, and administrative | 49,256 | 56,523 | (4,507 | ) (3) | 101,272 | ||||||||||||
| Total operating expenses | 121,460 | 103,975 | 974 | 226,409 | |||||||||||||
| Operating income | 255,036 | 74,940 | 1,982 | 331,958 | |||||||||||||
| Interest income and other, net | 14,879 | 6,390 | (1,274 | ) (3) | 19,995 | ||||||||||||
| Income before income taxes | 269,915 | 81,330 | 708 | 351,953 | |||||||||||||
| Provision for income taxes | 91,771 | 25,920 | 262 | (7) | 117,953 | ||||||||||||
| Net income | $ | 178,144 | $ | 55,410 | $ | 446 | $ | 234,000 | |||||||||
| Earnings per share: | |||||||||||||||||
| Basic | $ | 0.69 | $ | 0.99 | $ | 0.79 | |||||||||||
| Diluted | $ | 0.59 | $ | 0.93 | $ | 0.69 | |||||||||||
| Shares used in the calculation of earnings per share: | |||||||||||||||||
| Basic | 259,676 | 55,986 | (19,511 | ) (8) | 296,151 | ||||||||||||
| Diluted | 301,322 | 59,914 | (20,880 | ) (8) | 340,356 | ||||||||||||
| Dividends declared per share | $ | — | $ | 0.080 | $ | 0.015 | |||||||||||
| * | See Accompanying Notes to Unaudited Pro Forma Combined Financial Statements |
8
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
(1) PERIODS COMBINED
The Company’s unaudited consolidated balance sheet as of March 31, 2001 has been combined with the Dallas Semiconductor unaudited consolidated balance sheet as of April 1, 2001.
The Company’s unaudited consolidated statement of operations for the nine months ended March 31, 2001 has been combined with Dallas Semiconductor’s unaudited consolidated statement of operations for the nine months ended April 1, 2001. The Company’s consolidated statement of operations for the fiscal year ended June 24, 2000 has been combined with Dallas Semiconductor’s unaudited consolidated statement of operations for the twelve months ended July 2, 2000. This combining methodology includes the last two reported quarters of Dallas Semiconductor’s fiscal year ended January 2, 2000 and the first two reported quarters of its fiscal year ended December 31, 2000. The Company’s consolidated statements of operations for the fiscal years ended June 26, 1999 and June 27, 1998 have been combined with Dallas Semiconductor’s consolidated statement of operations for the fiscal years ended January 2, 2000 and January 3, 1999, respectively. This presentation has the effect of including Dallas Semiconductor’s unaudited results of operations for the six-month period ended January 2, 2000 in both the fiscal year ended January 2, 2000 and the twelve-month period ended July 2, 2000 included in the unaudited pro forma combined statements of operations. Dallas Semiconductor’s net sales, net income and diluted net income per common share for the six-month period ended January 2, 2000 as derived from the unaudited historical consolidated financial statements of Dallas Semiconductor are $208.6 million, $37.1 million and $0.60 per share, respectively.
The periods combined for purposes of presenting the unaudited pro forma combined statements of operations are not necessarily indicative of the periods expected to be combined for purposes of the Company’s Annual Report on Form 10-K for the year ended June 30, 2001, which is expected to be filed with the SEC in September 2001.
(2) DIRECT TRANSACTION COSTS AND MERGER-RELATED EXPENSES
The Company estimates that as a result of the merger the combined company will incur direct transaction costs of $25.3 million. These costs consist of approximately $14.0 million, which is intended to satisfy existing employment contracts and other non-employee director arrangements; a $5.8 million payment to be made under a change in control provision in a previously existing life insurance arrangement; and $5.5 million for investment banking, legal, accounting, filings with regulatory agencies, financial printing and other related costs. As of the date of this Report on Form 8-K/A, the Company has also incurred $1.6 million in merger-related charges due to changes made in its sales organization subsequent to the consummation of the merger.
The direct transaction costs and merger-related expenses will be charged to operations in the fourth quarter of fiscal 2001. The unaudited pro forma combined balance sheet gives effect to such charges as if they had been incurred as of March 31, 2001, but the effects of these costs have not been reflected in the unaudited pro forma combined statements of operations as they are nonrecurring in nature. It is expected that substantially all of these direct transaction costs and merger-related expenses will be paid out of existing cash reserves within twelve months after the consummation of the merger.
The income tax effect of direct transaction costs and merger-related charges has also been reflected as a pro forma adjustment.
In addition to the above, management is in the process of formulating a plan to combine operations, and it is expected that the combined company will incur additional merger-related charges in connection with the business combination in the fourth quarter of fiscal 2001. Due to the preliminary nature of these charges, they have not been reflected as a pro forma adjustment in the unaudited pro forma combined balance sheet.
9
(3) INCOME STATEMENT CLASSIFICATION
The Company and Dallas Semiconductor have certain differences in the classification of revenues and expenses in their historical statement of operations. These adjustments reflect the conforming of the combined company’s income statement classification.
(4) OTHER CURRENT ASSETS
Dallas Semiconductor capitalized and amortized certain employee-related expenses. The Company expenses these employee-related expenses as incurred. This adjustment reflects the conforming of Dallas Semiconductor’s policy and presentation with respect to such employee related expenses to that of the Company.
(5) DEFERRED INCOME ON SHIPMENTS TO DISTRIBUTORS
Both the Company and Dallas Semiconductor have sales to domestic distributors under agreements that provide for certain price rebates, allowances and return privileges. The Company defers recognition of these sales until the merchandise is sold by the domestic distributors. Through Dallas Semiconductor’s fiscal year 2000, the company recognized these sales, which are reduced by estimated future price reductions and returns, upon shipment to domestic distributors. This adjustment reflects the conforming of Dallas Semiconductor’s revenue recognition policy and presentation to that of the Company.
Dallas Semiconductor changed its revenue recognition policy with respect to sales to domestic distributors as of and for the three months ended April 1, 2001. Therefore, the Dallas Semiconductor historical balance sheet as of April 1, 2001 presented in the unaudited pro forma combined balance sheet reflects the revenue recognition policy and presentation of the Company and no pro forma adjustments related to deferred income on shipments to distributors are required.
(6) EXCHANGE OF STOCK
This adjustment reflects the reclassification of additional paid-in capital of Dallas Semiconductor to conform to the presentation to that of the Company.
(7) INCOME TAXES
This adjustment records the income tax effect of the pro forma adjustments.
(8) EARNINGS PER SHARE
The unaudited pro forma combined basic and diluted earnings per share amounts are based upon the pro forma combined weighted average number of common and common equivalent shares of the Company and Dallas Semiconductor outstanding for each period at an exchange ratio of 0.6515 shares of the Company’s common stock for each share of Dallas Semiconductor common stock. The exchange ratio of 0.6515 is the actual exchange ratio as determined on April 11, 2001, the date the stockholders of Dallas Semiconductor voted affirmatively in favor of the merger with the Company.
10
SIGNATURE
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: June 8, 2001
| Maxim Integrated Products, Inc. | ||||
| By: | /s/ Carl W. Jasper | |||
| Name: Carl W. Jasper Title: Vice President and Chief Financial Officer | ||||
11
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
| 23.1 | Consent of Ernst & Young LLP, Independent Auditors | |
| 23.2 | Consent of KPMG LLP, Independent Certified Public Accountants |
12
