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) OCTOBER 4, 1995
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SEMTECH CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-6395 95-2119684
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(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION FILE NUMBER) IDENTIFICATION NO.)
OF INCORPORATION)
652 MITCHELL ROAD, NEWBURY PARK, CALIFORNIA 91320
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) ZIP CODE
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (805) 498-2111
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NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 4, 1995, the Registrant entered into an Agreement and Plan of
Merger ("Merger Agreement") among the Registrant, Semtech Acquisition Corp.(a
wholly-owned subsidiary of the Registrant), Gamma Inc. (dba ECI Semiconductor)
and the Shareholders of Gamma Inc. dated October 4, 1995. Pursuant to the Merger
Agreement, on October 4, 1995, Semtech Acquisition Corp. was merged into Gamma
Inc., and Gamma Inc. was the surviving corporation and became a wholly-owned
subsidiary of the Registrant. Gamma Inc. was then renamed Semtech Santa Clara
Corp. Each share of Gamma Inc. Stock outstanding on October 4, 1995, by virtue
of the Merger Agreement, was exchanged for and converted into fully paid and
nonassessable voting common shares, par value $.01 per share, of Semtech
Corporation common stock, at the exchange rate of 775,000 shares of Semtech
Corporation common stock, for 147,566 shares of Gamma Inc. common stock. This
agreement defines the terms under which all the outstanding shares of Gamma Inc.
were exchanged. Semtech Corporation acquired Gamma Inc. to integrate and
complement its existing businesses and technology.
The Registrant also entered into a Registration Rights Agreement dated October
4, 1995. This agreement provides that the Semtech Corporation will file with the
Securities and Exchange Commission, not later than 90 days after October 4,
1995, a Registration Statement under the Securities Act covering the 775,000
shares of newly issued common stock of the Semtech Corporation which was
exchanged for all of the outstanding stock of Gamma Inc. The Registration shall
be on Form S-3 or another appropriate form permitting registration of such
securities for resale by the former shareholders of Gamma Inc. from time to
time. Semtech issued 775,000 new shares of common stock in exchange for all of
Gamma, Inc.'s (dba ECI Semiconductor) outstanding stock. Semtech Corporation
agreed to use its best efforts to cause this registration to become effective
under the Securities Act of 1933, as amended, as soon as practicable following
the date on which it is filed.
The Registrant also entered into the Escrow Agreement dated October 4, 1995
among the Registrant, the former shareholders of Gamma Inc. and Bank of America
NT&SA. This agreement defines terms under which 50,000 (approximately 6.5%) of
the shares of Semtech common stock acquired by the shareholders of Gamma Inc.
through the Merger Agreement will be held in escrow for a period which under no
circumstances will exceed one year for the purpose of satisfying any
indemnification obligations of such shareholders arising under the Merger
Agreement.
The foregoing descriptions are qualified in their entirety by reference to the
full texts of the Merger Agreement, the Registration Rights Agreement and Escrow
Agreement, which are attached hereto as Exhibits 2.1, 2.2 and 2.3, respectively,
and are incorporated herein by reference.
Additional information concerning this event is set forth in the Registrant's
press release dated October 4, 1995, a copy of which is attached hereto as
Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) It is impracticable for the Registrant to provide the required
financial statements for the acquisition covered by this Report at the
time this report is due. Registrant will file the financial statements
when they are available, and not later than sixty (60) days after the
date on which this Report must be filed.
(b) It is impracticable for the Registrant to provide the pro-forma
financial information required by Article 11 of Regulation S-X for the
acquisition covered by this Report at the time this Report is due.
Registrant will file the required pro-forma financial information when
such information is available, and not later than sixty (60) days
after the date on which this Report must be filed.
(c) Exhibits.
2.1 Agreement and Plan of Merger ("Merger Agreement") among the
Semtech Corporation, Semtech Acquisition Corp., Gamma Inc. (dba
ECI Semiconductor) and the Shareholders of Gamma Inc. dated
October 4, 1995.
2.2 Registration Rights Agreement among Semtech Corporation and the
Shareholders of Gamma, Inc. dated October 4, 1995.
2.3 Escrow Agreement among Semtech Corporation, the Shareholders of
Gamma, Inc. and Bank of America NT&SA, dated October 4, 1995.
99.1 Press Release, dated October 4, 1995.
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, thereunto duly authorized.
SEMTECH CORPORATION
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(Registrant)
Date: October 19, 1995 /s/ David G. Franz, Jr.
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David G. Franz, Jr.
Vice President Finance and
Chief Financial Officer,
Secretary and Treasurer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger ("Merger Agreement") among the
Semtech Corporation, Semtech Acquisition Corp., Gamma Inc. (dba
ECI Semiconductor) and the Shareholders of Gamma Inc. dated
October 4, 1995.
2.2 Registration Rights Agreement among Semtech Corporation and the
Shareholders of Gamma, Inc. dated October 4, 1995.
2.3 Escrow Agreement among Semtech Corporation, the Shareholders of
Gamma, Inc. and Bank of America NT&SA, dated October 4, 1995.
99.1 Press Release, dated October 4, 1995.