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) August 2, 2001
--------------
MICROSEMI CORPORATION
---------------------
(Exact name of Registrant as specified in its charter)
Delaware 0-8866 95-2110371
- ---------------------------- ------------- --------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2381 Morse Avenue, Irvine, California 92614
- ------------------------------------------------------- ----------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (949) 221-7100
--------------
--------------
(Former name or former address, if changed, since last report)
Page 1
Item 2. Acquisition or Disposition of Assets
(a) On August 2, 2001, the Registrant's wholly-owned subsidiary and
New England Semiconductor Corp. and a wholly-owned subsidiary thereof
consummated a purchase and sale of assets. Micro NES Acquisition Corp., a
wholly-owned subsidiary of the Registrant plans to operate the acquired business
or assets at the same physical location in Lawrence, Massachusetts where the
seller has operated them prior to August 2, 2001. The Registrant has paid
approximately $3.3 million cash to the seller, approximately $6 million was paid
with a one-year promissory note and the balance of approximately $5 million was
mostly paid in the form of cash or assumed loans and other obligations specified
in the agreement. The parties arrived at the price and terms on the basis of
negotiations which resulted in a letter of intent signed and announced by the
Registrant in early June, 2001. The Registrant's funding of Micro NES
Acquisition Corp.'s acquisition consisted of contributing or loaning some cash
on hand. The New England Semiconductor Corp. and its shareholders previously had
no material relationship with the Registrant, its directors or officers, or
their respective associates. Another subsidiary of the Registrant had been a
sublessor to New England Semiconductor Corp., and that sublease was terminated
as part of this transaction.
(b) The assets include semiconductor manufacturing and testing
equipment. The Registrant will continue to put this equipment to use in
manufacturing and testing semiconductors.
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.
Not applicable.
Item 9. Regulation FD Disclosure
Item 2 is incorporated into this Item by this reference.
Page 2
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: August 2, 2001 By: /s/ David R. Sonksen
-----------------------------
David R. Sonksen, Executive Vice
President, Treasurer, Chief Financial
Officer and Secretary
Page 3