UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: DECEMBER 19, 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 CHAPTER)
NORTH CAROLINA 0-22511 56-1733461
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 19, 2002, RF Micro Devices, Inc. ("RFMD") completed the
acquisition of Resonext Communications, Inc. ("Resonext"), a privately held
company providing complete, highly integrated silicon complementary
metal-oxide-semiconductor (CMOS) wireless local area network (WLAN) solutions
for 802.11a and multi-band (802.11a/b/g) platforms.
Pursuant to an Agreement and Plan of Merger and Reorganization, dated
as of October 15, 2002 and amended as of November 21, 2002, between RFMD and
Resonext (the "Agreement"), we issued 13,339,885 shares of common stock for all
of the outstanding shares of capital stock of Resonext, and we have reserved an
additional 660,115 shares for issuance upon exercise of outstanding warrants and
employee stock options. Of the 13,339,885 shares issued at the closing, 1.4
million shares were placed in escrow to secure certain indemnification
obligations of the former Resonext stockholders for a period of one year. For
purposes of this transaction, our stock was valued at $9.50 per share, as
determined by a trailing 20-trading day average price and a collar on RFMD's
stock price of between $6.00 and $9.50 per share. For the quarter ended December
31, 2002, we currently expect to incur one-time acquisition charges of
approximately $15.0 million in connection with this acquisition, subject to the
completion of an independent valuation analysis. The terms of the Agreement were
determined by arms length negotiations between our management and financial
advisers and those of Resonext. Prior to our entering into the Agreement, no
material relationship existed between Resonext and us or any of our affiliates
or between Resonext and any of our directors or officers or any of their
associates.
Resonext provides highly integrated two-chip CMOS solutions for 5GHz
and dual band WLAN platforms. The combination of Resonext's single-chip Zero IF
CMOS radio architecture, AccuChannel(TM) technology and flexible MAC software
provide Original Equipment Manufacturers (OEMs), Original Development
Manufacturers (ODMs), and enterprise and consumer WLAN system providers with
decreased bill of material costs, low power consumption, high performance and
flexibility. Resonext's flagship product, the Resonext RN5200, is an end-to-end
two-chip WLAN turnkey solution with Zero IF implementation. Founded in 1999 by
David Tahmassebi and Morteza Saidi, Resonext is headquartered in San Jose,
California.
The summary of the transaction described above is qualified by
reference to the Agreement, which is attached as an exhibit to and is
incorporated by reference in this report.
This report contains forward-looking statements that relate to our
plans, objectives, estimates and goals. Our business is subject to numerous
risks and uncertainties, including the following:
o Variability in quarterly operating results;
o The rate of growth and development of wireless markets;
o The risks associated with the operation of our molecular beam
epitaxy, the operation of our test, tape and reel facilities both
foreign and domestic and the operation of our wafer fabrication
facilities;
o Our ability to manage rapid growth and to attract and retain
skilled personnel;
o Variability in production yields, raw material availability, and
manufacturing capacity constraints;
o Dependence on a limited number of customers;
o Dependence on our gallium arsenide (GaAs) heterojunction bipolar
transistor (HBT) products;
o Ability to reduce costs by converting our second four-inch GaAs
HBT wafer fabrication facility into a six-inch facility,
improving yields and increasing capacity utilization;
o Dependence on third parties; and
o Risks arising from currency fluctuations, tariffs, trade
barriers, taxes and export license requirements associated with
our foreign operations.
These and other risks and uncertainties, which are described in more
detail in our most recent Annual Report on Form 10-K filed with the Securities
and Exchange Commission, could cause actual results and developments to be
materially different from those expressed or implied by any of these
forward-looking statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The financial information required by this Item 7(a) has not been
included with this filing and will be filed by amendment to this Form
8-K no later than 60 days after the date this report must be filed.
(b) PRO FORMA FINANCIAL INFORMATION.
The pro forma financial information required by this Item 7(b) has not
been included with this filing and will be filed by amendment to this
Form 8-K no later than 60 days after the date this report must be
filed.
(c) EXHIBITS.
2.1 Agreement and Plan of Merger and Reorganization between RF Micro
Devices, Inc. and Resonext Communications, Inc., dated as of October
15, 2002 (the "Agreement"), and Amendment No. 1 to the Agreement dated
as of November 21, 2002.
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: January 3, 2003