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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): October 2, 1997
SEMTECH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-6395 95-2119684
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(State or other jurisdiction (Commission (IRS Employer
of incorporation or organization) File Number) Identification No.)
625 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)
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This Report consists of 82 pages.
The Exhibit Index appears on page 5.
ITEM 5. OTHER EVENTS.
Acquisition of Edge Semiconductor Incorporated
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The Registrant issued a press release on September 22, 1997,
announcing that it had entered into a letter of intent to acquire Edge
Semiconductor Incorporated ("Edge"). Edge is a fabless semiconductor company
which designs, markets and supplies analog and mixed-signal integrated circuits
specifically optimized for automated test equipment. The acquisition of Edge
provides the Registrant with additional design capabilities and an opportunity
to fulfill the growing demand for analog semiconductors in new market
applications.
On October 2, 1997, the Registrant entered into, and consummated, an
Agreement and Plan of Merger (the "Merger Agreement") among the Registrant, ESI
Acquisition Corp., a wholly-owned subsidiary of the Registrant, and Edge.
Pursuant to the Merger Agreement, the Registrant issued 749,977 shares of Common
Stock, $.01 par value (the "Merger Shares"), to all the shareholders of Edge and
all the holders of options and warrants to purchase shares of common stock of
Edge. A total of 37,500 of the Merger Shares are being held in a one year
escrow (the "Escrow Shares") as security for the indemnification obligations of
Edge's former shareholders pursuant to the Merger Agreement. The transaction
was structured as a reverse triangular merger and qualified for treatment as a
pooling of interests. As a result of the tax free reorganization, Edge now is a
wholly-owned subsidiary of the Registrant. The completion of the acquisition of
Edge was announced in a press release issued by the Registrant on October 3,
1997.
Pursuant to the Merger Agreement, the Registrant agreed to register
the resale of the Merger Shares (including the Escrow Shares) under the
Securities Act of 1933, as amended. On October 10, 1997, the Registrant filed
its Registration Statement on Form S-3, Registration No. 333-37699 (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission"). The Registration Statement was declared effective by the
Commission on October 23, 1997. Affiliates of Edge (to whom 527,909 of the
Merger Shares were issued) have agreed not to sell any of their Merger Shares
until the Registrant's release of its earnings for its quarter ending November
2, 1997, in order to comply with the pooling requirements. That earnings
report is currently contemplated to be issued on or about November 18, 1997.
The proceeds from the sale of any Escrow Shares will continue to be held in
escrow for the duration of the one year escrow period.
Substantially the same information contained herein has been previously
reported in the Registration Statement. Copies of the Merger Agreement and the
two press releases issued by the Registrant are appended as exhibits to this
Report.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
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Document Description Exhibit No.
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Agreement and Plan of Merger, dated as of October 2, 1997, 2
by and among the Registrant, ESI Acquisition Corp. a wholly-
owned subsidiary of the Registrant, and Edge Semiconductor
Incorporated.
Registrant's Press Release dated September 22, 1997 with 99.1
respect to the Letter of Intent to acquire Edge Semiconductor
Incorporated.
Registrant's Press Release dated October 3, 1997 with 99.2
respect to the completion of the acquisition of Edge Semiconductor
Incorporated.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
October 30, 1997 SEMTECH CORPORATION,
a Delaware corporation
By: /s/ David G. Franz, Jr.
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Vice President Finance and
Chief Financial Officer,
Secretary and Treasurer
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EXHIBIT INDEX
Exhibit Sequentially
No. Document Description Numbered Page
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2 Agreement and Plan of Merger, dated as of
October 2, 1997, by and among the Registrant,
ESI Acquisition Corp. a wholly-owned subsidiary
of the Registrant, and Edge Semiconductor Incorporated.
99.1 Registrant's Press Release dated September 22, 1997
with respect to the Letter of Intent to acquire Edge
Semiconductor Incorporated.
99.2 Registrant's Press Release dated October 3, 1997 with
respect to the completion of the acquisition of Edge
Semiconductor Incorporated.
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