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): May 14, 2002
INTERSIL CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 000-29617 59-3590018
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
7585 Irvine Center Drive, Suite 100, Irvine, CA 92618
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(Address of principal executive offices) (Zip Code)
(949) 341-7000
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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 2: Acquisition or Disposition of Assets.
On May 14, 2002, following receipt of approval of the shareholders of
Intersil Corporation ("Intersil") and Elantec Semiconductor, Inc. ("Elantec"),
Intersil consummated the acquisition of Elantec pursuant to the terms of the
previously reported Agreement and Plan of Merger, dated as of March 10, 2002
(the "Merger Agreement"), among Intersil, Elantec and Echo Acquisition, Inc., a
wholly-owned subsidiary of Intersil ("Merger Sub"). Pursuant to the Merger
Agreement, Elantec merged with and into Merger Sub (the "Merger"), with Merger
Sub surviving the Merger as a wholly-owned subsidiary of Intersil renamed
"Elantec Semiconductor, Inc."
As a result of the Merger, each share of Elantec common stock was converted
into 1.24 shares of Intersil Class A common stock and $8.00 cash. The source of
funds for the cash portion of the purchase price was working capital. In
connection with the Merger, Intersil amended its certificate of incorporation to
increase the maximum size of its board of directors from seven to eight.
Intersil also amended its shareholders' agreement to allow for the increase in
the maximum number of directors, by increasing the number of independent
directors designated by Sterling Holding Company, LLC, one of Intersil's
principal shareholders, from four to five. Also in connection with the Merger,
Richard M. Beyer, Elantec's president and chief executive officer before the
Merger, and James V. Diller, chairman of Elantec's board of directors before the
Merger, were appointed to Intersil's board of directors. Mr. Beyer also became
president and chief executive officer of Intersil, while Gregory L. Williams,
Intersil's president and chief executive officer before the Merger, became
executive chairman of Intersil's board of directors.
The Merger Agreement is incorporated herein by reference to Exhibit 2.01,
and a copy of the Intersil press release announcing the effectiveness of the
Merger is incorporated by reference and included herein as Exhibit 99.05. The
foregoing descriptions of such documents are qualified in their entirety by
reference to such exhibits.
Item 7: Financial Statements and Exhibits.
(a) Financial Statements of business acquired.
Elantec's audited balance sheets as of September 30, 2001 and
September 30, 2000, and audited statements of income and cash flows for each of
the three fiscal years preceding September 30, 2001, included in Elantec's
Annual Report on Form 10-K for the fiscal year ended September 30, 2001, are
included as Exhibit 99.03 and incorporated herein by reference.
Elantec's unaudited balance sheet as of the quarterly period ended
December 31, 2001, and unaudited statements of income and cash flows for the
quarterly periods ended December 31, 2001 and December 31, 2000, included in
Elantec's Quarterly Report on Form 10-Q for the fiscal quarter ended December
31, 2001, are included as Exhibit 99.04 and incorporated herein by reference.
(b) Pro forma financial information.
Financial statements required by this item shall be filed not later
than 60 days after the date that this report is required to be filed.
(c) Exhibits.
Incorporated by reference to the Exhibit Index following the signature
page of this Current Report.
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 14, 2002
INTERSIL CORPORATION
By: /s/ Stephen M. Moran
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Stephen M. Moran
Vice President, General Counsel
and Secretary
EXHIBIT INDEX
Exhibit
Number Description
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2.01 Agreement and Plan of Merger dated March 10, 2002, by and among
Intersil Corporation, Echo Acquisition, Inc. and Elantec
Semiconductor, Inc. 2000 (incorporated by reference to Exhibit 2.1 to
the Current Report on Form 8-K previously filed by Intersil on March
12, 2002).
23.01 Consent of Deloitte & Touche LLP, Independent Auditors.
99.01 Amendment No. 4, dated as of April 2, 2002, to the Securities Purchase
and Holders Agreement by and among Intersil, Sterling Holding Company,
LLC, Manatee Investment Corporation, Citicorp Mezzanine Partners, L.P.
and the management investors named therein.
99.02 Certificate of Amendment to Intersil's Amended and Restated
Certificate of Incorporation (incorporated by reference to Exhibit
4.02 to the Registration Statement on Form S-8 previously filed by
Intersil on May 14, 2002).
99.03 Elantec Semiconductor, Inc.'s audited balance sheets as of September
30, 2001 and September 30, 2000, and audited statements of income and
cash flows for each of the three fiscal years preceding September 30,
2001 (incorporated by reference to Elantec's Annual Report on Form
10-K for the fiscal year ended September 30, 2001).
99.04 Elantec Semiconductor, Inc.'s unaudited balance sheet as of the
quarterly period ended December 31, 2001, and unaudited statements of
income and cash flows for the quarterly periods ended December 31,
2001 and December 31, 2000, (incorporated by reference to Elantec's
Quarterly Report on Form 10-Q for the fiscal quarter ended December
31, 2001).
99.05 Press Release issued by Intersil on May 14, 2002.