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 29, 2000
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MICROSEMI CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 0-8866 95-2110371
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2830 South Fairview Street, Santa Ana, California 92704
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (714) 979-8220
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Not Applicable
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(Former name or former address, if changed, since last report)
Item 2. Acquisition or Disposition of Assets
Acquisition of HBT Business from Infinesse
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(a) On March 1, 2000, Microsemi Corporation, a Delaware corporation (the
"Registrant"), issued a news release which announced that the Registrant's
newly-formed subsidiary, MicroSub Corporation, acquired from Infinesse
Corporation, a California corporation ("Infinesse")all of the assets of its HBT
Business Products Group effective February 29, 2000. The Registrant's news
release concerning the acquisition of assets is attached as Exhibit 99.1 hereto
and incorporated herein by this reference.
The Registrant financed the acquisition with drawings on its line of credit
from Canadian Imperial Bank of Commerce, cash on hand, deferred payments and the
issuance of equity.
The Registrant's subsidiary acquired the assets, including inventory,
equipment, backlog, customer data, vendor data, intellectual property, royalty
agreements and teaming arrangements, and rights under confidentiality
agreements, in exchange for the assumption of specified liabilities, specified
property taxes, $1.5 million in cash, a $2.5 million 8.5% subordinated note
payable in four quarterly installments commencing June 1, 2000, 312,500 shares
of the Registrant's Common Stock that are not registered under the Securities
Act of 1933 and may only be resold publicly in compliance with Rule 144 or an
available exemption, a $2.5 million two-year convertible debenture with a
conversion price of $15 per share of the Registrant's Common Stock (those shares
will not be registered under the Securities Act of 1933 and may only be resold
publicly in compliance with Rule 144 or an available exemption), and a
promissory note evidencing an agreement to pay (on condition that equal amounts
are received by the Registrant's subsidiary, under a specified license
agreement) up to $1.7 million.
The purchase was consummated on February 29, 2000 pursuant to an Asset
Purchase Agreement dated with an effective date of February 15, 2000 executed on
February 29, 2000 ("Asset Purchase Agreement") between the Registrant and
Infinesse. The Asset Purchase Agreement is attached as Exhibit 2.3 hereto and
incorporated herein by this reference. The assets were transferred by Infinesse
to a newly-formed subsidiary of the Registrant pursuant to Exhibit B to the
Asset Purchase Agreement. The Registrant agreed to various corporate governance
requirements and restrictions as a shareholder of MicroSub Corporation, the
subsidiary, as described in Exhibit C to the Asset Purchase Agreement.
The asset acquisition resulted in the Registrant owning 800 shares,
initially, of a subsidiary, called MicroSub Corporation, which owns all of such
assets. In addition the Registrant is an unsecured creditor of the subsidiary
holding indebtedness of the subsidiary equal to the amounts contributed to the
subsidiary by the Registrant, including the purchase price. Infinesse owns 100
shares, initially, of MicroSub Corporation, and another 100 shares of MicroSub
Corporation are, initially, reserved for options to be granted to current or
future employees by MicroSub.
As the acquired business does not constitute a significant business under
Regulation S-X, the financial statements and pro forma financial information
regarding the acquired business are not required to be provided.
(b) The Registrant intends to continue to operate the acquired business as a
stand-alone subsidiary, operating its property, plant and equipment in Los
Angeles, California.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Unaudited Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
2.3 Asset Purchase Agreement dated effective as of February 15,
2000 between the Registrant and Infinesse Corporation, a
California corporation, excluding the Business Sales
Memorandum attached thereto as Exhibit A, but including the
Form of Bill of Sale attached thereto as Exhibit B and the
Memorandum of Understanding for the Formation of Newco
attached thereto as Exhibit C
99.1 News Release dated March 1, 2000 relating to the acquisition
of assets from Infinesse Corporation
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.
MICROSEMI CORPORATION
(Registrant)
Date: March 14, 2000 By:/s/DAVID R. SONKSEN
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David R. Sonksen,
Vice President-Finance, Treasurer,
Chief Financial Officer and Secretary
MICROSEMI CORPORATION
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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2.3 Asset Purchase Agreement dated effective as of February
15, 2000 between the Registrant and Infinesse Corporation,
a California corporation, excluding the Business Sales
Memorandum attached thereto as Exhibit A, but including
the Form of Bill of Sale attached thereto as Exhibit B and
the Memorandum of Understanding for the Formation of Newco
attached thereto as Exhibit C
99.1 News Release dated March 1, 2000 relating to the
acquisition of assets from Infinesse Corporation