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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): May 2, 2000
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C-Cube Semiconductor Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000- 28695 77-0192108
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1778 McCarthy Blvd., Milpitas, CA 95035
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 490-8000
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
(b) On May 2, 2000, C-Cube Microsystems Inc., a Delaware corporation
("C-Cube") entered into a Promissory Note, a Pledge Agreement and a Parent
Guaranty (the "Financing Agreements") with C-Cube Semiconductor Inc., a Delaware
corporation ("Semi") and C-Cube Semiconductor II Inc., a Delaware corporation
and a subsidiary of Semi ("Semi II"). The Promissory Note has been executed by
Semi II in favor of C-Cube and is guaranteed by Semi pursuant to the Parent
Guaranty which is secured by the pledge of the stock of Semi II owned by Semi.
The amount of the debt under the Promissory Note will be determined by the
amount of the tax liability arising in connection with the distribution of the
stock of Semi by C-Cube less available cash reserves set aside for such tax
liability. This tax liability will be calculated using the volume-weighted
average trading price of Semi Common Stock on May 3, 2000, which will be the
first day Semi trades on the Nasdaq National Market. If the calculation had been
made using the closing price of Semi Common Stock trading on a when-issued basis
on May 2, 2000, or $24.31 per share, the amount of the debt under the Promissory
Note would have been approximately $200 million. Copies of the Financing
Agreements are attached hereto as Exhibits 2.1, 2.2 and 2.3 and incorporated
herein by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
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99.1 Promissory Note dated May 2, 2000.
99.2 Pledge Agreement between C-Cube Microsystems Inc. and C-Cube
Semiconductor Inc. dated May 2, 2000.
99.3 Parent Guaranty between C-Cube Microsystems Inc. and C-Cube
Semiconductor Inc. dated May 2, 2000.
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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.
Dated: May 3, 2000 C-CUBE SEMICONDUCTOR INC.
Name /s/ UMESH PADVAL
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Title President and
Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit
Number Description of Document
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99.1 Promissory Note dated May 2, 2000.
99.2 Pledge Agreement between C-Cube Microsystems Inc. and C-Cube
Semiconductor Inc. dated May 2, 2000.
99.3 Parent Guaranty between C-Cube Microsystems Inc. and C-Cube
Semiconductor Inc. dated May 2, 2000.