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
November 14, 2002
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(Date of earliest event reported)
RF Micro Devices, Inc.
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(Exact name of registrant as specified in its charter)
North Carolina 0-22511 56-1733461
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) file number) Identification No.)
7628 Thorndike Road
Greensboro, North Carolina 27409-9421
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(Address of principal executive offices) (Zip code)
(336) 664-1233
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
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Change in CEO
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On November 14, 2002, we announced that Robert A. Bruggeworth will succeed
David A. Norbury as Chief Executive Officer in January 2003. Mr Norbury, who is
retiring, plans to continue as a member of our board of directors. Mr
Bruggeworth was appointed President of the Company in June 2002, having served
in executive positions with the wireless products group since 1999. Before
joining the Company in 1999, he held a number of executive management positions
at AMP, Inc. a supplier of electrical and electronic connection devices. Mr.
Bruggeworth, who is a member of the board of directors of LightPath
Technologies, Inc., a manufacturer of high performance fiber optic components,
will join our board of directors in January.
Synthetic Lease
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We previously reported that our $30.0 million investment in Jazz
Semiconductor, Inc. on October 15, 2002 resulted in a violation of certain
restrictive covenants under our $100.0 million synthetic lease and that we had
determined that we would not be in compliance with a consolidated total leverage
ratio covenant under the synthetic lease. We further previously reported that we
had obtained a temporary conditional waiver from the lenders with an expiration
date of November 20, 2002.
On November 19, 2002, we paid off the remaining amount of the synthetic
lease, $84.5 million, with available cash on hand. As a result, our interest
rate swap cash flow hedge, which was recorded on our balance sheet at its fair
value of $8.3 million at September 28, 2002, is no longer eligible for hedge
accounting and will be removed from our balance sheet. The pay-off for the
interest rate swap was $7.8 million and was settled on November 21, 2002. The
pay-off of the interest rate swap will be recognized as a loss for financial
reporting purposes on our statement of operations for the current quarter and
will be included as an expense in Other Income (Expense). The pay-off of the
interest rate swap is expected to lower our reported interest expense in future
periods. The interest expense related to the interest rate swap cash flow hedge
was $1.4 million for the quarter ended September 28, 2002. At current interest
rates and assuming a consistent level of underlying indebtedness, this would
amount to a cost savings of $5.6 million annually.
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.
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William A. Priddy, Jr.
Vice President, Finance and Administration
and Chief Financial Officer
Date: November 26, 2002