UNITED STATES 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): February 10, 1999
SYMMETRICOM, INC.
(Exact name of registrant as specified in its charter)
California 0-2287 95-1906306
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
2300 Orchard Parkway, San Jose, California 95131-1017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 408-943-9403
Not Applicable
(Former name or former address, if changed since last report)
ITEM 2. ACQUISTION OR DISPOSITION OF ASSETS
Agreement for Disposition of Linfinity Microelectronics Inc., a subsidiary of
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Symmetricom, Inc.
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On February 10, 1999, Symmetricom, Inc., a California corporation,
("Symmetricom" or "Registrant"), Linfinity Microelectronics Inc., a Delaware
corporation which is a subsidiary of Symmetricom, ("Linfinity"), Microsemi
Corporation, a Delaware corporation, ("Purchaser")and Micro-Linfinity
Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of
Purchaser, ("Purchaser Sub") entered into an agreement in which the Purchaser
Sub shall be merged with and into Linfinity upon satisfaction of conditions to
consummation including approval of the merger by Symmetricom's shareholders.
Following the merger, the separate corporate existence of Purchaser Sub shall
cease and Linfinity shall continue as the surviving corporation.
The merger is contemplated in accordance with the Agreement and Plan of
Reorganization dated as of February 10, 1999 (the "Agreement") by and among
Symmetricom, Linfinity, Purchaser and Purchaser Sub, which is attached as
Exhibit 99.2 hereto. Symmetricom and Microsemi Corporation issued a joint news
release concerning the Agreement and the proposed merger, which is attached as
Exhibit 99.3 hereto.
The aggregate purchase price payable for all the capital stock of Linfinity in
the merger is $24,125,001 (the "Purchase Price") of which $1,125,000 shall be
held in escrow for a period of two years. The consideration to be paid to
stockholders of Linfinity is $2.96 (the "Preferred Price Per Share") and $1.46
(the "Common Price Per Share"). The outstanding capital stock of Linfinity is
comprised of 6,000,000 shares of Preferred Stock and 4,197,824 shares of Common
Stock. There are stock options outstanding to purchase 121,449 and 109,000
shares of Linfinity's Common Stock at $0.50 and $0.80 per share, respectively.
The holders of these options will be entitled, immediately prior to the merger,
to receive in cash the difference between $1.46 and the option exercise price.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
99.1 1. Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the six-month period ended December 31, 1998.
2. Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the year ended June 30, 1998.
3. Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
December 31, 1998.
(c) Exhibits
99.2 Agreement and Plan of Reorganization by and among Linfinity
Microelectronics Inc., Symmetricom, Inc., Micro-Linfinity
Acquisition Corporation, and Microsemi Corporation dated as of
February 10, 1999.
99.3 News release dated February 11, 1999, relating to the merger
contemplated in accordance with the Agreement and Plan of
Reorganization by and among Linfinity Microelectronics Inc.,
Symmetricom, Inc., Micro-Linfinity Acquisition Corporation, and
Microsemi Corporation dated as of February 10, 1999.
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.
SYMMETRICOM, INC.
(Registrant)
DATE: February 24, 1999 By: /s/ Thomas W. Steipp
Thomas W. Steipp
Chief Executive Officer
and Chief Financial Officer
(for Registrant and as
Principal Financial and
Accounting Officer)