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
August 10, 2001 (Date of earliest event reported) Commission file number:0-22511
RF Micro Devices, Inc.
(Exact name of registrant as specified in its charter)
North Carolina 56-1733461
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7628 Thorndike Road
Greensboro, North Carolina 27409-9421
(Address of principal executive offices)
(Zip code)
(336) 664-1233
(Registrant's telephone number, including area code)
Item 5. Other Events and Regulation FD Disclosure
On August 10, 2001, RF Micro Devices, Inc. issued a press release
announcing that its board of directors had adopted a shareholder rights plan. A
copy of this press release is attached as Exhibit 99.1.
Item 7. Financial Statements and Exhibits
(c) Exhibits
The following exhibit is filed herewith:
Exhibit No. Description of Exhibit
----------- ----------------------
99.1 Press Release dated August 10, 2001
SIGNATURE
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.
RF Micro Devices, Inc.
By: /s/ William A. Priddy, Jr.
--------------------------
William A. Priddy, Jr.
Vice President - Administration
and Chief Financial Officer
Date: August 10, 2001
Exhibit 99.1
RF MICRO DEVICES, INC. ADOPTS SHAREHOLDERS' RIGHTS PLAN
GREENSBORO, N.C.--Aug. 10, 2001--RF Micro Devices, Inc. (Nasdaq: RFMD), a
leading provider of proprietary radio frequency integrated circuits (RFICs) for
wireless communications applications, today announced that its board of
directors has adopted a shareholders' rights plan.
Under the plan, the Company will issue a dividend of one right for each share of
common stock of the Company held by shareholders of record as of the close of
business on August 30, 2001.
The plan is designed to enable all RFMD(R) shareholders to realize the full
value of their investment and to provide for fair and equal treatment for
shareholders in the event that an unsolicited attempt is made to acquire the
Company. The adoption of the rights plan is intended as a means to guard against
abusive takeover tactics and is not in response to any particular proposal.
The rights will be distributed as a non-taxable dividend and will expire in ten
years. The rights will be exercisable only if a person or group acquires 15
percent or more of RFMD's common stock or announces a tender offer for 15
percent or more of the stock.
If a person or group acquires 15 percent or more of the Company's common stock,
all shareholders except the purchaser will be entitled to acquire RFMD stock at
a 50 percent discount. The intended effect is to discourage acquisitions of more
than 15 percent of RFMD stock without negotiations with the board.
The rights will trade with RFMD common stock, unless and until they are
separated upon the occurrence of certain future events. The rights distribution
is not taxable to the shareholders. RFMD's board of directors may redeem the
rights prior to the expiration of a specified period following the acquisition
of more than 15 percent of RFMD stock. Additional details regarding the rights
plan will be outlined in a summary to be mailed to all shareholders following
the record date.
RF Micro Devices, Inc., an ISO 9001-certified manufacturer, designs, develops,
manufactures and markets proprietary radio frequency integrated circuits (RFICs)
primarily for wireless communications products and applications such as cellular
and PCS phones, base stations, wireless LANs, and cable television modems. The
Company offers a broad array of products - including amplifiers, mixers,
modulators/demodulators, and single-chip receivers, transmitters and
transceivers - representing a substantial majority of the RFICs required in
wireless subscriber equipment. The Company's strategy is to focus on wireless
markets by offering a broad range of standard and custom-designed RFICs in order
to position itself as a "one-stop" solution for its customers' RFIC needs. In
the September 4, 2000 issue of Fortune Magazine, RF Micro Devices was ranked
second among Fortune's "100 Fastest Growing Companies." RF Micro Devices, Inc.
is traded on the Nasdaq National Market under the symbol RFMD.
RF MICRO DEVICES(R) and RFMD(R) are trademarks of RFMD, LLC. Please visit our
web site at www.rfmd.com for more information about RF Micro Devices.
Contact:
RF Micro Devices
Dean Priddy, 336/664-1233