UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
January 13, 2016
ATMEL CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 0-19032 | | 77-0051991 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1600 Technology Drive
San Jose, CA 95110
(Address of principal executive offices, including zip code)
(408) 441-0311
(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):
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| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | 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 January 13, 2016, Atmel Corporation issued a press release announcing that its Board of Directors has determined that the unsolicited acquisition proposal received from Microchip Technology Inc. constitutes a “Company Superior Proposal,” as defined in Atmel’s existing merger agreement with Dialog Semiconductor plc. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. | | Description |
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| 99.1 | | Press release, dated as of January 13, 2016, entitled “Atmel Board Determines that Microchip Unsolicited Proposal Constitutes a 'Company Superior Proposal.'” |
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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| | | Atmel Corporation |
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| Date: January 13, 2016 | By: | /s/ Scott Wornow |
| | | Scott Wornow |
| | | Senior Vice President and Chief Legal Officer |
EXHIBIT INDEX
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| Exhibit No. | | Description |
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| 99.1 | | Press release, dated as of January 13, 2016, entitled “Atmel Board Determines that Microchip Unsolicited Proposal Constitutes a 'Company Superior Proposal.'” |
