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): March 10, 2002
INTERSIL CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
000-29617 59-3590018
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(Commission (IRS Employer
File Number) Identification No.)
7585 Irvine Center Drive, Suite 100, Irvine, CA 92618
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(Address of principal executive offices) (Zip Code)
(949) 341-7062
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Item 5: Other Events.
On March 10, 2002, Elantec Semiconductor, Inc. ("Elantec"), Intersil
Corporation ("Intersil") and Echo Acquisition, Inc., a wholly-owned subsidiary
of Intersil ("Merger Sub"), entered into an Agreement and Plan of Merger (the
"Merger Agreement"). Subject to the terms and conditions of the Merger
Agreement, Elantec will merge with and into Merger Sub, with Merger Sub to
survive the merger as a wholly-owned subsidiary of Intersil (the "Merger").
Under the terms of the Merger Agreement, Intersil will exchange 1.24 shares of
Intersil Class A Common Stock and $8.00 in cash for each outstanding share of
Elantec. Intersil will issue approximately 28.9 million shares and approximately
$186.5 million in cash for all issued and outstanding shares of Elantec, based
on the shares of Elantec outstanding on March 4, 2002, and will assume Elantec's
outstanding employee stock options. Following the Merger, current Elantec
stockholders will own approximately 23% and current Intersil stockholders will
own approximately 77% of the combined company's shares. Certain directors and
officers of Intersil and Elantec have signed voting agreements under which they
have agreed to vote their shares of Intersil Class A Common Stock and Elantec
common stock, respectively, in favor of the merger.
The Merger will be structured to qualify as a tax-free reorganization and
will be accounted for as a purchase. Upon the close of the Merger, Greg
Williams, Intersil President and CEO, will serve as Executive Chairman of the
Board of Directors, working on corporate, wireless and analog strategy. Rich
Beyer, Elantec President and CEO, will become President and CEO of Intersil.
Beyer and current Elantec Chairman Jim Diller will join Intersil's Board of
Directors.
The consummation of the Merger is subject to the approval of the
stockholders of Elantec and Intersil, receipt of necessary approvals under
United States and applicable foreign antitrust laws, SEC clearance and other
customary closing conditions.
The foregoing description is not a description of all of the material terms
of the transaction. You should read the documents that are attached as exhibits
to this report for a more complete understanding of the transaction.
Item 7: Financial Statements and Exhibits.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated March 10, 2002, by and
among Intersil Corporation, Echo Acquisition, Inc. and Elantec Semiconductor,
Inc.
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 hereunto duly authorized.
Date: March 12, 2002
INTERSIL CORPORATION
By: STEPHEN M. MORAN
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Name: Stephen M. Moran
Title: Vice President, General Counsel and
Secretary