SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
RF MICRO DEVICES, INC.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-1733461
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
7628 THORNDIKE ROAD
GREENSBORO, NORTH CAROLINA 27409
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which each class
to be so registered is to be registered
NOT APPLICABLE
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form
relates:
NOT APPLICABLE
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED SHARE PURCHASE RIGHTS
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On July 22, 2003, the Board of Directors of RF Micro Devices, Inc. (the
"Company") approved the First Amendment (the "Amendment") to the Rights
Agreement, dated as of August 10, 2001 (the "Rights Agreement"), between the
Company and Wachovia Bank, National Association (formerly First Union National
Bank), as Rights Agent. The Company amended the Rights Agreement to
incorporate a three-year independent director evaluation (TIDE) provision.
Pursuant to the TIDE provision, the TIDE Committee (as described therein) will
review and evaluate the Company's shareholder rights plan every three years to
ensure that the plan continues to serve the best interests of the Company and
its shareholders.
The foregoing description of the Amendment is qualified in its entirety
by reference to the full text of the Amendment, which is attached hereto as
Exhibit 4.2 and incorporated herein by this reference. A summary description of
the Rights is set forth in Exhibit B to the Rights Agreement.
ITEM 2. EXHIBITS
Number Description
4.1 Rights Agreement, dated August 10, 2001, between RF Micro
Devices, Inc. and First Union National Bank, as Rights Agent,
which includes the Form of Rights Certificate as Exhibit A,
the Form of Summary of Rights to Purchase Preferred Stock as
Exhibit B and the Form of Articles of Amendment setting forth
the terms of the Series A Junior Participating Preferred
Stock as Exhibit C (incorporated by reference from Exhibit
4.1 of the Registrant's Registration Statement on Form 8-A
filed August 14, 2001).
4.2 First Amendment, dated as of July 22, 2003, to the Rights
Agreement, dated as of August 10, 2001, between the Company
and Wachovia Bank, National Association (formerly First Union
National Bank), as Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
RF MICRO DEVICES, INC.
By: /s/ William A. Priddy, Jr.
------------------------------
William A. Priddy, Jr.
Chief Financial Officer and Corporate
Vice President of Administration
Date: July 31, 2003