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 22, 2001
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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.)
2381 Morse Avenue, Irvine, California 92614
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (949) 221-7100
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Former Address:
2830 South Fairview Street, Santa Ana, California 92704
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(Former name or former address, if changed, since last report)
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Item 5. Other Events
On May 22, 2001, the Los Angeles Times published the article attached
hereto as Exhibit 99.1. The article is about the Registrant, but is drawn from
various sources.
To the extent that historical information is presented in the article,
we draw attention to the historical documents filed by the Registrant with the
Securities and Exchange Commission, which can be obtained from the SEC or the
Registrant, for a complete statement of relevant historical information and
numerous factors that could affect one's interpretation or conclusions about the
future.
We believe the article reflects the author's or publisher's views, in
large part. The Registrant did not write the article or publish a corresponding
news release, and therefore the Registrant has no comment on any information in
the article.
The article also expressly attributes certain information to third
parties other than the Registrant, and the Registrant has no comment on that
information at this time.
Specifically referring only to statements attributed to the
Registrant's senior management, the Registrant has experienced growth in sales
to military/aerospace customers recently. Comparing the first 6 months of fiscal
year 2001 with the first 6 months of fiscal year 2000, this growth seems to have
been about 12-15%. In years past, the Registrant had seen 12-15% annual growth
in sales to military/aerospace customers; however, the Registrant does not liken
the current situation to past times of consistent or predictable growth in such
sales. This is a comparison between depressed sales levels in fiscal year 2000
and higher levels in fiscal year 2001, and therefore the Registrant's
expectations of up to 15% growth in sales to these customers, which was based
only on comparing fiscal year 2000 with fiscal year 2001, could be a temporary
gain, if experienced at all. The Registrant's visibility on sales to these
customers is limited to approximately 120 days or less and could be affected
adversely by numerous known and unknown factors.
"Safe Harbor" Statement under the Private Securities Litigation Reform
Act of 1995: Any statements set forth in the article that are not entirely
historical and factual in nature are forward-looking statements. For instance,
all statements of belief and expectations are forward-looking statements.
Forward-looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified. Potential risks and
uncertainties include, but are not limited to, such factors as the difficulties
regarding stock market volatility, the making of estimates and projections,
hiring and retention of qualified technical personnel in a competitive labor
market, rapidly changing technology and product obsolescence,
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the ability to realize cost savings or productivity gains, the ability to
improve capacity utilization, potential cost increases, the strength and
competitive pricing environment of the marketplace, demand for and acceptance of
the company's products, the results of planned development, marketing and
promotional campaigns, changes in demand for products, difficulties of
foreseeing future demand, effects of limited visibility of future sales,
potential non-realization of expected orders or non-realization of backlog,
business and economic conditions or adverse changes in current industry
conditions, customer order preferences, and fluctuations in market prices of the
company's stock, difficulties in implementing company strategies, environmental
matters, litigation, difficulties protecting proprietary rights, and
inventory obsolescence. In addition to these factors, the reader should refer as
well to the factors, uncertainties and risks identified in the company's most
recent Form 10-K filed by the company with the Securities and Exchange
Commission. The company does not undertake to supplement or correct any
information in this release that is or becomes incorrect.
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.
EXHIBIT NO. DESCRIPTION
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99.1 LA Times Article
Item 9. Regulation FD Disclosure
On May 22, 2001, the Los Angeles Times published the article attached
hereto as Exhibit 99.1.
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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: May 22, 2001 By: /s/David R. Sonksen
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David R. Sonksen,
Executive Vice President,
Treasurer, Chief Financial
Officer and Secretary
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MICROSEMI CORPORATION
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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99.1 LA Times Article
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