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): OCTOBER 11, 1999
MICROCHIP TECHNOLOGY INCORPORATED
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(Exact name of registrant as specified in its charter)
DELAWARE 0-21184 86-0629024
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
2355 W. Chandler Blvd., Chandler, Arizona 85224-6199
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (480) 786-7200
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N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
Effective October 11, 1999, Microchip Technology Incorporated (the
"Company") adopted an Amended and Restated Preferred Shares Rights Agreement
between the Company and Norwest Bank, Minnesota, N.A., as Rights Agent (the
"Amended Rights Agreement"). The Amended Rights Agreement amends and restates
the Preferred Share Rights Agreement adopted by the Company as of February 13,
1995 (the "Prior Rights Agreement"). Under the Prior Rights Agreement, on
February 13, 1995, the Company's Board of Directors declared a dividend of one
right (a "Right") to purchase one one-hundredth of a share of the Company's
Series A Participating Preferred Stock ("Series A Preferred") for each
outstanding share of Common Stock, $.001 par value, of the Company. The dividend
was payable on February 24, 1995 to stockholders of record as of the close of
business on that date.
The Amended Rights Agreement supersedes the Prior Rights Agreement as
originally executed. Under the Amended Rights Agreement, each Right enables the
holder to purchase from the Company one one-hundredth of a share of Series A
Preferred at a purchase price of Two Hundred and Fifty dollars ($250.00) (the
"Purchase Price"), subject to adjustment. Also, under the Amended Rights
Agreement, the Rights become exercisable upon the earlier of: (i) 10 days
following the public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more of the Company's outstanding
Common Stock, or (ii) 10 days (or such later date as may be determined by action
of the Company's Board of Directors) following the commencement, or announcement
of an intention to make a tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a person or group of 15% or
more of the outstanding Common Shares. Once exercisable, the holders of the
Rights will be entitled to receive, upon exercise and payment of the Purchase
Price per Right, one one-hundredth of a share of the Series A Preferred. Unless
the Rights have been earlier redeemed, in the event that an Acquiring Person
becomes the holder of 15% or more of the Company's Common Stock then
outstanding, then each holder of a Right that has not previously been exercised
(other than Rights beneficially owned by the Acquiring Person which will
thereafter be void) will thereafter have the right to receive, upon exercise,
Common Shares equal to two times the Purchase Price. Similarly, unless the
Rights are earlier redeemed, in the event that, after an Acquiring Person
becomes the beneficial owner of 15% or more of the Company's Common Stock then
outstanding, (i) the Company is acquired in a merger or other business
combination transaction, or (ii) 50% or more of the Company's consolidated
assets or earning power are sold (other than in a transaction in the ordinary
course of business), proper provision must be made so that each holder of a
Right which has not previously been exercised (other than Rights beneficially
owned by the Acquiring Person which will thereafter be void) will thereafter
have the right to receive, upon exercise, shares of common stock of the
acquiring company having a value equal to two times the Purchase Price.
The foregoing paragraph is only a general description of the Amended Rights
Plan and is qualified in its entirety by reference to the Amended Rights
Agreement which is included in this Report as Exhibit 4.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
4.1 Amended and Restated Preferred Shares Rights Agreement, dated as
of October 11, 1999 between Microchip Technology Incorporated and
Norwest Bank Minnesota, N.A., including the Amended Certificate
of Designations, the form of Rights Certificate and the Summary
of Rights attached thereto as Exhibits A, B and C, respectively.
SIGNATURES
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: October 11, 1999 MICROCHIP TECHNOLOGY INCORPORATED
/s/ C. Philip Chapman
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C. Philip Chapman
Vice President, Chief Financial Officer
and Secretary (Duly Authorized Officer,
and Principal Financial and Accounting
Officer)
INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED OCTOBER 11, 1999
EXHIBIT NO. DESCRIPTION
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4.1 Amended and Restated Preferred Shares Rights Agreement, dated
as of October 11, 1999 between Microchip Technology
Incorporated and Norwest Bank Minnesota, N.A., including the
Amended Certificate of Designations, the form of Rights
Certificate and the Summary of Rights attached thereto as
Exhibits A, B and C, respectively.