SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Quarterly Period Ended December 29, 1996 or
Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the transition period from ______ to _______
Commission File No. 0-8866
MICROSEMI CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-2110371
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2830 South Fairview Street, Santa Ana, California 92704
(Address of principal executive offices) (Zip Code)
(714) 979-8220
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 month period (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes X No
The number of shares outstanding of the issuer's Common Stock, $.20
par value, on January 23, 1997 was 8,412,000.
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
The unaudited consolidated financial information for the quarter
ended December 29, 1996 of Microsemi Corporation and Subsidiaries (the
"Company") and the comparative unaudited consolidated financial
information for the corresponding period of the prior year, together
with the balance sheet as of September 29, 1996 are attached hereto
and incorporated herein by this reference.
MICROSEMI CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(amounts in 000's)
December 29, September 29,
1996 1996
(Unaudited)
ASSETS
Current assets
Cash and cash equivalents $ 4,249 $ 4,059
Accounts receivable less allowance for
doubtful accounts,$2,199 at
December 29, 1996 and $2,159
at September 29, 1996 21,218 24,740
Inventories 50,175 47,279
Deferred income taxes 6,952 6,952
Other current assets 1,408 1,202
------- -------
Total current assets 84,002 84,232
Property and equipment, at cost 60,249 57,278
Less: Accumulated depreciation (32,468) (31,637)
------- -------
27,781 25,641
Deferred income taxes 675 675
Other assets 4,074 3,891
------- -------
$ 116,532 $ 114,439
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Notes payable to banks and otherS $ 6,266 $ 4,552
Current maturities of long-term debt 1,869 1,625
Accounts payable and accrued liabilities 20,664 23,055
Income taxes payable 4,597 4,694
Deferred income taxes 750 750
------- -------
Total current liabilities 34,146 34,676
Deferred income taxes 1,973 1,973
Long-term debt 46,726 46,420
Other long-term liabilities 1,894 1,962
Stockholders' equity
Common stock, $.20 par value;
authorized 20,000 shares; issued
8,212 shares at December 29, 1996
and 7,908 shares at September 29, 1996 1,643 1,582
Paid-in capital 15,333 14,895
Retained earnings 14,817 12,931
------- -------
Total stockholders' equity 31,793 29,408
------- -------
$ 116,532 $ 114,439
======= =======
<FN>
See accompanying Notes to Unaudited Consolidated Financial Statements.
</FN>
MICROSEMI CORPORATION AND SUBSIDIARIES
Unaudited Consolidated Statements of Operations
(amounts in 000's, except earnings per share)
13 Weeks Ended 13 Weeks
Ended
December 29, December 31,
1996 1995
Net sales $ 35,759 $ 35,299
Cost of sales 26,015 26,096
------ ------
Gross profit 9,744 9,203
Operating expenses
Selling 2,149 2,076
General and administrative 3,344 3,228
------ ------
Total operating expenses 5,493 5,304
------ ------
Income from operations 4,251 3,899
Other expense
Interest expense (net) (960) (1,228)
Other (34) (207)
------ ------
Total other expense (994) (1,435)
------ ------
Income before income taxes 3,257 2,464
Provision for income taxes 1,368 1,035
------ ------
Net income $ 1,889 $ 1,429
====== ======
Earnings per share
- Primary $ 0.22 $ 0.17
- Fully diluted $ 0.19 $ 0.15
Common and common equivalent shares outstanding
- Primary 8,474 8,266
- Fully diluted 11,911 11,789
<FN>
See accompanying Notes to Unaudited Consolidated Financial Statements.
</FN>
MICROSEMI CORPORATION AND SUBSIDIARIES
Unaudited Consolidated Statements of Retained Earnings
(amounts in 000's)
13 Weeks Ended 13 Weeks Ended
December 29, December 31,
1996 1995
Retained earnings at beginning of period $ 12,931 $ 4,908
Net income 1,889 1,429
Translation loss from foreign currency (3) (69)
-------- --------
Retained earnings at end of period $ 14,817 $ 6,268
======== ========
<FN>
See accompanying Notes to Unaudited Consolidated Financial Statements.
</FN>
MICROSEMI CORPORATION AND SUBSIDIARIES
Unaudited Consolidated Statements of Cash Flows
(amounts in 000's)
13 Weeks Ended 13 Weeks Ended
December 29, December 31,
1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,889 $ 1,429
Adjustments to reconcile net income to
net cash provided from operating activities:
Depreciation and amortization 882 1,003
Increase (decrease) in allowance
for doubtful accounts 40 (115)
Changes in assets and liabilities,
net of acquisition:
Accounts receivable 3,482 659
Inventories (1,796) (700)
Other current assets (206) 1,711
Other assets (129) (201)
Accounts payable and accrued liabilities (2,391) (632)
Income taxes payable (97) (1,154)
Other (3) (69)
------ ------
Net cash provided from operating activities 1,671 1,931
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payment for acquisition (2,200) -
Additions to property and equipment (1,276) (1,161)
------ ------
Net cash used for investing activities (3,476) (1,161)
------ ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in notes payable
to banks and others 1,714 (1,116)
Proceeds from issuance of long-term debt 655 -
Payments of long-term debt (355) (644)
Increase in (reduction of) other
long term liabilities (68) 121
Exercise of employee stock options 49 21
------ ------
Net cash provided from (used for)
financing activities 1,995 (1,618)
------ ------
Net increase (decrease) in cash
and cash equivalents 190 (848)
Cash and cash equivalents at beginning of period 4,059 3,965
------ ------
Cash and cash equivalents at end of period $ 4,249 $ 3,117
====== ======
<FN>
See accompanying Notes to Unaudited Consolidated Financial Statements.
</FN>
MICROSEMI CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
December 29, 1996
1. PRESENTATION OF FINANCIAL INFORMATION
The financial information furnished herein is unaudited, but, in the
opinion of the management of Microsemi Corporation, includes all
adjustments (all of which are normal, recurring adjustments) necessary
for a fair presentation of the results of operations for the periods
indicated. The results of operations for the first fiscal quarter of
the current fiscal year are not necessarily indicative of the results
to be expected for the full year.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and,
therefore, do not include all information and footnotes necessary for
a fair presentation of financial position, results of operations and
cash flows in conformity with generally accepted accounting
principles. The unaudited consolidated financial statements and notes
should, therefore, be read in conjunction with the financial
statements and notes thereto in the Annual Report on Form 10-K for the
fiscal year ended September 29, 1996.
2. INVENTORIES
For interim reporting purposes, cost of goods sold and inventories are
estimated based upon the use of the gross profit method applied to
each product line.
Inventories used in the computation of cost of goods sold were:
December 29, 1996 September 29, 1996
(amounts in 000's)
Raw materials $ 15,659 $ 14,310
Work in process 20,438 19,493
Finished goods 14,078 13,476
------ ------
$ 50,175 $ 47,279
====== ======
3. DEBT
Long-term debt consisted of:
December 29, 1996 September 29, 1996
(amounts in 000's)
Broomfield Industrial Development
Bond-bearing interest at 7.875%
due in installments from 1996 to 2000;
secured by first deed of trust $ 2,720 $ 2,720
Santa Ana Industrial Development Bond-
bearing interest at 6.75% due in
installments from 1998 to 2005;
secured by first deed of trust 5,350 5,350
Convertible Subordinated Debentures-
bearing interest at 5.875% due 2012 33,281 33,281
Convertible Subordinated Notes-
bearing interest at 10% due 1999 1,450 1,900
Notes payable-bearing interest at
ranges of 0% - 13% due between
January 1997 and July 2002 5,794 4,794
------ ------
48,595 48,045
Less current portion (1,869)
(1,625)
------ ------
$ 46,726 $ 46,420
====== ======
The Company maintains a line of credit with a bank, from which the
Company can borrow up to $15,000,000. As of December 29, 1996,
$6,064,000 was borrowed under this credit facility.
The Company's 5.875% Convertible Subordinated Debentures, originally
issued for $40,250,000, require annual sinking fund payments in the
amount of 5% of the principal amount thereof, commencing in March
1997, less the principal amount of converted or redeemed debentures.
As of December 29, 1996, the amount of redeemed debentures would
satisfy this requirement through March 1, 1999.
The $5,350,000 Industrial Development Revenue Bond was originally
issued in April 1985, through the City of Santa Ana Industrial
Development Authority for the construction of improvements and new
facilities at the Santa Ana plant. It was remarketed in 1995 and
carries an average interest rate of 6.75% per annum. The terms of the
bond require principal payments of $1,050,000 in 1998, $100,000
annually from 1999 to 2004 and $3,700,000 in 2005. A $5,557,000
letter of credit is carried by a bank to guarantee the repayment of
this bond. There are no compensating balance requirements, however,
the letter of credit agreement requires the Company to make collateral
payments of $350,000 on February 1, 1996, 1997 and 1998, totaling
$1,050,000, to complete the payment of principal scheduled for
February 1, 1998.
4. EARNINGS PER SHARE
Earnings per share for the primary basis have been computed based upon
the weighted average number of common and common equivalent shares
outstanding during the respective periods. Earnings per share for the
fully diluted basis have been computed, when the result is dilutive,
based upon the assumption that the convertible subordinated debt had
been converted to common stock as of the beginning of the respective
periods, with a corresponding increase in net income to reflect a
reduction in related interest expense, net of applicable taxes.
5. STATEMENT OF CASH FLOWS
For purposes of the unaudited Consolidated Statements of Cash Flows,
the Company considers all short-term, highly liquid investments with
maturities of three months or less at the date of acquisition to be
cash equivalents.
Supplementary information
13 Weeks Ended 13 Weeks Ended
December 29, 1996 December 31, 1995
(amounts in 000's)
Cash paid during the period for:
Interest $ 289 $ 541
Income taxes $ 1,198 $ 2,189
Non-cash financing activities:
Conversion of 10% subordinated notes
payable into 240,000 shares of
common stock (Note 3) $ 450 $ -
Business acquired in purchase
transaction (Note 7):
Fair values of assets acquired $ 2,900 $ -
Less debt issued $ (700) $ -
----- ------
Cash paid for acquisition $ 2,200 $ -
===== ======
6. CONTINGENCY
In Broomfield, Colorado, the owner of a property located adjacent to a
manufacturing facility owned by a subsidiary of the Company had filed
suit against the subsidiary and other parties, claiming that
contaminants migrated to his property, thereby diminishing its value.
In August 1995, the subsidiary together with former owners of the
manufacturing facility, agreed to settle the claim and to indemnify
the owner of the adjacent property from remediation costs. Although
TCE and other contaminants previously used at the facility are present
in soil and groundwater on the subsidiary's property, the Company
vigorously contests any assertions that the subsidiary is the cause of
the contamination; however, there can be no assurance that recourse
will be available against third parties. State and local agencies in
Colorado are reviewing current data and considering study and cleanup
options, and it is not yet possible to predict costs for remediation
or the allocation thereof among potentially responsible parties. In
the opinion of management, based in part on the opinion of legal
counsel, the final outcome of the Broomfield, Colorado environmental
matter will not have a material adverse effect on the Company's
financial position or results of operations.
7. ACQUISITION
On October 25, 1996, Microsemi RF Products, Inc. (RF), formerly known
as Micro Acquisition Corp., a wholly owned subsidiary of the Company,
purchased certain assets and the right to manufacture a selected group
of products of the high-reliability portion of SGS Thompson's Radio
Frequency Semiconductor business in Montgomeryville, Pennsylvania.
The purchase price comprised of approximately $2,200,000 in cash and a
$700,000 promissory note, which carries no interest with $200,000 due
on January 15, 1997, $200,000 due on February 15, 1998 and $300,000
due on January 15, 1999. The acquisition has been accounted for by
the purchase method. Accordingly, the cost of the acquisition was
allocated to the assets acquired based on their estimated fair market
values to the extent of the purchase price. The Company's
consolidated results of operations include the operations of the RF
business since the date of acquisition.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Introduction
Microsemi Corporation is a multinational supplier of high
reliability power semiconductors, surface mount and custom diode
assemblies for the electronics, computer, telecommunications,
defense/aerospace and medical markets. The company's semiconductor
products include diodes, transistors and silicon controlled rectifiers
(SCR's) which can be used in virtually all electrical and electronic
circuits. Typical functions include solid state switching, signal
processing, voltage and power regulation, circuit protection and
absorption of electrical surges and transient voltage spikes.
Technologies for these devices range from the very mature mesa
rectifier diodes still used in all types of power supply applications
to the newly designed micro-miniature transient absorbers, which are
mounted within the cables used to connect computer or
telecommunications equipment.
Capital Resources and Liquidity
Microsemi Corporation's operations in the first quarter of fiscal
year 1997 were funded with internally generated funds and borrowings
from the Company's line of credit. Under the current line of credit,
the Company can borrow up to $15,000,000. As of December 29, 1996,
$6,064,000 was borrowed under this credit facility. At December 29,
1996, the Company had $4,249,000 in cash and cash equivalents.
A $5,350,000 Industrial Development Revenue Bond was originally
issued in April 1985, through the City of Santa Ana Industrial
Development Authority for the construction of improvements and new
facilities at the Santa Ana plant. It was remarketed in 1995 and
carries an average interest rate of 6.75% per annum. The terms of the
bond require principal payments of $1,050,000 in 1998, $100,000
annually from 1999 to 2004 and $3,700,000 in 2005. A $5,557,000
letter of credit is carried by a bank to guarantee the repayment of
this bond. There are no compensating balance requirements, however,
the letter of credit agreement requires the Company to make collateral
payments of $350,000 on February 1, 1996, 1997 and 1998, totaling
$1,050,000, to complete the payment of principal scheduled for
February 1, 1998.
On October 25, 1996, Microsemi RF Products, Inc., formerly known
as Micro Acquisition Corp., a wholly owned subsidiary of the Company,
purchased certain assets and the right to manufacture a selected group
of products of the high-reliability portion of SGS Thompson's Radio
Frequency Semiconductor business in Montgomeryville, Pennsylvania.
The purchase price comprised of approximately $2,200,000 in cash and a
$700,000 note payable.
The average collection period of accounts receivable was 59 days
for the first quarter of fiscal year 1997 compared to 51 days for the
same period of fiscal year 1996. This increase was primarily due to a
longer shut down period during the Christmas holiday period in the
current fiscal year, which resulted in lower collections.
The average days sales of products in inventories was 171 for the
first thirteen weeks of fiscal year 1997 compared to 153 days for the
corresponding period of fiscal year 1996. This increase was primarily
caused by the addition of the inventories from the business acquired
during the current period.
The Company has no other significant capital commitments.
Foreign Operations
The Company conducts a portion of its operations outside the
United States and in its business is subject to risks associated with
many factors beyond its control, such as fluctuations in foreign
currency rates, instability of foreign economies and governments and
changes in U.S. and foreign laws and policies affecting trade and
investment. The Company owns or leases manufacturing and assembling
facilities in Ennis, Ireland; Bombay, India and Hong Kong and is in
the process of establishing a joint venture in The People's Republic
of China (PRC). In July 1997, Hong Kong will be returned to the PRC.
The government of the PRC has not announced any significant changes in
the conduct of businesses in Hong Kong; however, there can be no
assurance that changes will not be made in the future or that the
transition of Hong Kong to the PRC will not have any adverse effect on
the Company's assets in Hong Kong or its results of operations of the
Company.
Sales to Foreign Customers
Foreign sales may be subject to political and economic risks,
including political instability, changes in import/export regulations,
tariffs and freight rates and difficulties in collecting receivables
and enforcing contracts generally. Changes in tariff structures,
exchange rates or other trade policies could adversely affect the
Company's sales to foreign customers or the collection of receivables
generated from such sales.
Order Backlog
The Company's consolidated order backlog increased to $70,000,000
as of December 29, 1996 from $66,600,000 at December 31, 1995 and
$68,000,000 at September 29, 1996.
Lead times for the release of the orders depend upon the
scheduling practices of individual customers. The delivery times of
new or non-standard products can be affected by scheduling factors and
other manufacturing circumstances. The rate of booking new orders can
vary significantly from month to month. For these reasons and because
of the possibility of customer changes in delivery schedules or
cancellations of orders, the Company's backlog as of any particular
date may not be representative of actual sales for any succeeding
period.
A portion of the Company's sales are to military and aerospace
markets which are subject to the business risk of changes in
government appropriations and changes in national defense policies and
priorities. All of the Company's contracts with the prime U.S.
Government contractors contain customary provisions permitting
termination at any time at the convenience of the U.S. Government or
the prime contractors upon payment to the Company for cost incurred
plus a reasonable profit. Certain contracts are also subject to price
renegotiation in accordance with U.S. Government sole source
procurement provisions. No material contract of the Company has been
terminated or renegotiated.
Competition
The Company competes primarily in the discrete semiconductor
market, particularly in the area of high reliability components. The
Company has numerous competitors across all of its product lines. In
the defense market sector, the Company possesses the major share of
the market. In the commercial/industrial arena, there are numerous
competitors such as Motorola, Inc., General Instruments Corp., ITT
Corp. and National Semiconductor who are significantly larger than
Microsemi and have greater resources and larger market shares.
Competition in certain of its product lines is dependent on price and
performance.
Changes in Technology
The power semiconductor market is subject to technological change
and changes in industry standards. To remain competitive, the Company
must continue to allocate resources to advance process technologies,
to increase product performance, to improve manufacturing yields and
to improve the mix between the Company's shipment of military and
commercial products and between its high cost and low cost products.
There can be no assurance that the Company's competitors will not
develop new technologies that are substantially equivalent or superior
to the Company's technology.
Proprietary Rights
The Company generally does not have, nor does it generally intend
to apply for, patent protection on any aspect of its technology. The
Company believes that patents often provide only narrow protection and
patents require public disclosure of information which may otherwise
be subject to trade secret protection. The Company's reliance upon
protection of some of its technology as "trade secrets" will not
necessarily protect the Company from the use by other persons of its
technology, of their use of technology that is similar or superior to
that which is embodied in the Company's trade secrets. There can be
no assurance that others will not be able to independently duplicate
or exceed the Company's technology in whole or in part. No assurances
can be made that the Company will be able to maintain the
confidentiality of the Company's technology, dissemination of which
could have an adverse effect on the Company's business. In addition,
litigation may be necessary to determine the scope and the validity of
the Company's proprietary rights. There can be no assurance that any
patents held by the Company will not be challenged, invalidated or
circumvented, or that the rights granted thereunder will provide
competitive advantages to the Company.
Manufacturing Risks
The Company's manufacturing processes are highly complex, require
advance and costly equipment and are continuously modified in an
effort to improve yields and product performance. Minute impurities
or other difficulties in the manufacturing process can lower yields.
In addition, California and the Pacific Rim are known to contain
various earthquake faults. The Company's operations could be
materially adversely affected if production at any of it major
facilities were interrupted. There can be no assurance that the
Company will not experience manufacturing difficulties in the future.
Dependence on Key Personnel
The Company's future performance is significantly dependent on
the continued active participation of members of its current
management. The Company does not have written employment contracts
with its employees. Should one or more of the Company's key
management employees leave or otherwise become unavailable to the
Company, the Company's business and results of operations may be
materially adversely affected.
Product Liability
The Company's business exposes it to potential liability risks
that are inherent in the manufacturing and marketing of
high-reliability electronic components for critical applications. No
assurances can be made that the Company's product liability insurance
coverage is adequate or that present coverage will continue to be
available at acceptable costs, or that a product liability claim would
not adversely affect the business or financial condition of the
Company.
Change of Control Provisions
The Company's Certificate of Incorporation, Bylaws, Shareholder
Rights Plan and certain employment compensation plans contain
provisions that make it more difficult for a third party to acquire,
or that may discourage a third party from attempting to acquire,
control of the Company. In addition, as a Delaware corporation, the
Company is subject to the restrictions imposed under Section 201 of
the Delaware General Corporation Law which may deter the Company from
engaging in certain change of control transactions with certain of its
stockholders under certain circumstances.
Environmental Regulation
While the Company believes that is has the environmental permits
necessary to conduct its business and that its activities conform to
present environmental regulations, increased public attention has been
focused on the environmental impact of semiconductor operations. The
Company, in the conduct of its manufacturing operations, has handled
and does handle materials that are considered hazardous, toxic or
volatile under federal, state and local laws and, therefore, is
subject to regulations relating to their use, storage, discharge and
disposal. No assurances can be made that the risk of accidental
release of such materials can be completely eliminated. In addition,
the Company operates or owns facilities located on or near real
properties that may formerly have been used in ways that involved such
materials. In the event of a violation of environmental laws, the
Company could be held liable for damages and the costs of remediation,
and along with the rest of the semiconductor industry, is subject to
variable interpretations and governmental priorities concerning
environmental laws and regulations. Environmental statutes have been
interpreted to provide for joint and several liability and strict
liability regardless of actual fault. There can be no assurance that
the Company and its subsidiaries will not be required to incur costs
to comply with, or that the operations, business, or financial
condition of the Company will not be materially adversely affected by
current or future environmental laws or regulations.
Important factors related to forward-looking statements and associated
risks
This Form 10-Q contains certain forward-looking statements that are
based on current expectations and involve a number of risks and
uncertainties. The forward looking statements included herein are,
among other items, based on current assumptions that the Company will
be able to meet its current operating cash and debt service
requirements with internally generated funds and its available line of
credit, that it will be able to successfully resolve disputes and
other business matters as anticipated, that competitive conditions
within the semiconductor, surface mount and custom diode assembly
industries will not change materially or adversely, that the Company
will retain existing key personnel, that the Company's forecasts will
reasonably anticipate market demand for its products, and that there
will be no materially adverse change in the Company's operations or
business. Assumptions relating to the foregoing involve judgments
that are difficult to predict and are subject to many factors that can
materially affect results. Forecasting and other management decisions
are subjective in many respects and thus susceptible to
interpretations and periodic revisions based on actual experience and
business developments, the impact of which may cause the Company to
alter its forecasts, which may in turn affect the Company's results of
operations. In light of the factors that can affect the
forward-looking information included herein, the inclusion of such
information should not be regarded as a representation by the Company
or any other person that the objectives or plans of the Company will
be achieve.
RESULTS OF OPERATIONS FOR THE QUARTER ENDED DECEMBER 29, 1996 COMPARED
TO THE QUARTER ENDED DECEMBER 31, 1995.
Net sales for the first quarter of fiscal year 1997 increased
$460,000 to $35,759,000, from $35,299,000 for the first quarter of
fiscal year 1996, primarily due to sales of the newly acquired
business.
Gross profit increased $541,000 to $9,744,000 or 27.2% of sales
for the first quarter of fiscal year 1997 from $9,203,000 or 26.1% of
sales for the first quarter of fiscal year 1996. This improvement
resulted from a greater concentration in higher profit space and other
high performance products; whereas the prior year included a greater
proportion of lower margin commercial products.
Operating expenses for the first thirteen weeks of fiscal year
1997 remained relatively constant compared to that of the
corresponding period of the prior year.
Interest expense decreased $268,000 in the current quarter,
compared to the prior year's corresponding period, due to lower
average borrowing during the quarter and a lower interest rate on the
credit line.
The effective tax rate of 42% in the first quarters of fiscal
years 1997 and 1996 are the combined results of taxes computed on
foreign and domestic income.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Inapplicable
Item 2. Changes in Securities
Inapplicable.
Item 3. Defaults Upon Senior Securities
Inapplicable.
Item 4. Submission of Matters to a Vote of Security Holders
(a) Inapplicable.
(b) Inapplicable.
(c) Inapplicable.
(d) Inapplicable.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 11 Unaudited computation of Earnings Per Share
for the thirteen weeks ended December 29, 1996
and December 31, 1995.
Exhibit 27 Unaudited Financial Data Schedule for the
quarter ended December 29, 1996.
Exhibit 10.78 Motorola-Microsemi Powermite( Technology
Agreement. Portions omitted from this exhibit
have been filed separately with the Commission
pursuant to a request for confidential
treatment.
Exhibit 10.80 Asset purchase agreement between SGS-Thompson
Microelectronics, Inc. and Microsemi RF
Products, Inc.,
formerly known as Micro Acquisition Corp., a
wholly owned subsidiary of the Company, excluding
the exhibits thereto.
(b) Reports on Form 8-K:
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
MICROSEMI CORPORATION
By:
David R. Sonksen
Vice President - Finance
and Chief Financial Officer
(Principal Financial Officer and
Chief Accounting Officer and duly
authorized to sign on behalf of the
Registrant)
DATED: February 10, 1997