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) December 21, 1998
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INTEGRATED DEVICE TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-12695 94-2669985
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2975 Stender Way
Santa Clara, California 95054
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 727-6116
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Item 5: Other Events
Adoption of Stockholder Rights Plan.
On December 20, 1998, the prior stockholder rights plan of
Integrated Device Technology, Inc. ("IDT"), which had a ten year duration,
expired according to its terms. The IDT Board of Directors adopted a new rights
plan, effective as of December 21, 1998, and declared a dividend of one
preferred share purchase right (a "Right") for each share of IDT common stock
outstanding on January 4, 1999 (the "Record Date"). In addition, one Right will
be issued with each share of IDT common stock that becomes outstanding (i)
between the Record Date and the earliest of the Distribution Date (as defined in
the Rights Agreement), the date the Rights are redeemed and the date the Rights
expire or (ii) following the Distribution Date and prior to the date the Rights
are redeemed or the date the Rights expire, pursuant to the exercise of employee
stock options or upon the exercise, conversion or exchange of other securities
of IDT (including its 5 1/2% Convertible Subordinated Notes due 2002)
outstanding before the Distribution Date. Each Right entitles its registered
holder to purchase from IDT one one-hundredth of a share of IDT Series A Junior
Participating Preferred Stock (the "Preferred Shares") at a price of $45 per one
one-hundredth of a Preferred Share. A complete description of the terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between IDT
and BankBoston, N.A. as Rights Agent. A summary of the Rights and Rights
Agreement is included as Exhibit C to the Rights Agreement, which is included as
Exhibit 4.1 hereto.
Amendment of Bylaws
Effective as of December 21, 1998, the Board of Directors of
IDT amended and restated IDT's Bylaws to: (i) require stockholders proposing
actions by written consent to request that the Board set a record date for such
consent and require advance notice of stockholder nominations for directors and
proposals at meetings of IDT's stockholders; and (ii) require the vote of the
holders of a majority of the outstanding stock of IDT for an amendment of the
Bylaws by IDT's stockholders.
Item 7: Financial Statements and Exhibits.
(c) Exhibits
3.1 Bylaws of IDT, as amended and restated
effective as of December 21, 1998.
4.1 Rights Agreement, dated December 21, 1998,
between IDT and BankBoston, N.A. as Rights
Agent, which includes as Exhibit A the form
of Certificate of Designations of Series A
Junior Participating Preferred Stock, as
Exhibit B the Form of Right Certificate and
as Exhibit C the Summary of Rights to
Purchase Preferred Shares. (Incorporated by
reference to IDT's Registration Statement on
Form 8-A filed with the Securities and
Exchange Commission on December 23, 1998.)
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.
Dated: December 23, 1998
INTEGRATED DEVICE TECHNOLOGY, INC.
By: /s/ Jack Menache
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Jack Menache
Vice President and Secretary
EXHIBIT INDEX
Exhibit
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3.1 Bylaws of IDT, as amended and restated effective as of December 21,
1998.
4.1 Rights Agreement, dated December 21, 1998, between IDT and
BankBoston, N.A., as Rights Agent, which includes as Exhibit A the
form of Certificate of Designations of Series A Junior
Participating Preferred Stock, as Exhibit B the Form of Right
Certificate and as Exhibit C the Summary of Rights to Purchase
Preferred Shares. (Incorporated by reference to IDT's Registration
Statement on Form 8-A filed with the Securities and Exchange
Commission on December 23, 1998.)