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
October 26, 2000
Date of Report (Date of earliest event reported):
MICROCHIP SEMICONDUCTOR INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 0-21184 86-0629024
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
2355 W. CHANDLER BOULEVARD
CHANDLER, ARIZONA 85224-6199
(Address of principal executive offices)
(480) 786-7200
Registrant's telephone number, including area code
N/A
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On October 26, 2000, Microchip Technology Incorporated, a Delaware
corporation ("Microchip"), and TelCom, Semiconductor, Inc., a Delaware
corporation ("TelCom"), entered into an Agreement and Plan of Reorganization
(the "Merger Agreement"), pursuant to which Microchip will acquire TelCom.
Pursuant to the Merger Agreement, and subject to the conditions set forth
therein (including approval of the transaction by the stockholders of TelCom),
Matchbox Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary
of Microchip ("Merger Sub"), will be merged with and into TelCom (the "Merger").
At the effective time of the Merger, the separate existence of Merger Sub will
cease and TelCom will continue as the surviving corporation and as a wholly-
owned subsidiary of Microchip. In connection with the Merger, holders of
outstanding shares of TelCom common stock will receive, in exchange for each
share of TelCom common stock held by them, shares of Microchip common stock
equal in value to $15.00 divided by the average closing price of Microchip
common stock for the ten trading days preceding the closing of the Merger (the
"Exchange Ratio"); provided that if such average closing price is less than
$28.30 per share, the holders of TelCom common stock will receive .53 shares of
Microchip common stock for each share of TelCom common stock, and, provided
further, that if such average closing price is greater than $32.61 per share,
the holders of TelCom common stock will receive .46 shares of Microchip common
stock for each share of TelCom common stock. In addition, Microchip will assume
all options outstanding under TelCom's existing stock option plans, and each
option will be or will later become exercisable for shares of Microchip common
stock rather than shares of TelCom common stock, in an amount adjusted to
reflect the Exchange Ratio, and at an exercise price adjusted to reflect the
Exchange Ratio. The Merger is intended to be a tax-free reorganization under
Section 368(a) of the Internal Revenue Code of 1986, as amended, and is expected
to be treated as a pooling-of-interests for financial accounting purposes, in
accordance with generally accepted accounting principles.
In connection with the Merger Agreement, Microchip and TelCom entered into
a Stock Option Agreement dated as of October 26, 2000, pursuant to which
Microchip has the right, under certain circumstances, to purchase up to 19.9% of
the issued and outstanding shares of TelCom common stock at a price of $15.00
per share (the "Option Agreement"). In addition, certain stockholders of TelCom
have entered into Voting Agreements with Microchip dated as of October 26, 2000,
pursuant to which the stockholder has agreed to vote the shares of TelCom common
stock beneficially owned by the stockholder in favor of adoption of the Merger
Agreement.
A copy of the Merger Agreement is filed herewith as Exhibits 2.1. Such
exhibit is hereby incorporated by reference herein and the foregoing description
is qualified in its entirety by reference to such exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
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2.1 Agreement and Plan of Reorganization, dated as of October 26, by and
among Microchip Technology Incorporated, a Delaware corporation, Matchbox
Acquisition Corp., a Delaware corporation, and TelCom Semiconductor,
Inc., a Delaware corporation.
99.1 Microchip Technology Incorporated October 27, 2000 Press Release
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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: October 30, 2000 MICROCHIP TECHNOLOGY INCORPORATED
/S/ STEVE SANGHI
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Steve Sanghi
President and Chief Executive Officer
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INDEX TO EXHIBITS
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Exhibit
Number Description of Document
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2.1 Agreement and Plan of Reorganization, dated as of October 26, by
and among Microchip Technology Incorporated, a Delaware
corporation, Matchbox Acquisition Corp., a Delaware corporation,
and TelCom Semiconductor, Inc., a Delaware corporation.
99.1 Microchip Technology Incorporated October 27, 2000 Press Release
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