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 15, 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 name or former address, if changed, since last report)
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Item 2. Acquisition or Disposition of Assets
(a) On August 15, 2001, the Registrant's wholly-owned subsidiary and
Compensated Devices, Inc. consummated a purchase and sale of assets. Micro CDI
Acquisition Corp., a wholly-owned subsidiary of the Registrant, plans to operate
the acquired business or assets at the same four physical locations in Melrose,
Massachusetts where the seller had operated them prior to August 15, 2001. Prior
to August 15, 2001, affiliates of the shareholders of Compensated Devices, Inc.
had leased to Compensated Devices, Inc. the four principal premises where it
conducted business operations. Those leases were terminated as part of this
transaction, and Micro CDI Acquisition Corp. has entered into new leases with
those same affiliated entities. For these assets the Registrant's subsidiary has
paid approximately $7.7 million in cash to the seller, approximately $3.9
million in the form of the Registrant's one-year promissory note, approximately
$1.4 million was paid in the form of repayment of loans made by a bank, and the
balance consisted of assumption of specified obligations in the amount,
aggregately, of approximately $1.0 million. 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 CDI Acquisition Corp.'s acquisition consisted of contributing or loaning
some cash on hand. Compensated Devices, Inc. and its shareholders previously had
no material relationship with the Registrant, its directors or officers, or
their respective associates.
(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 9. Regulation FD Disclosure
Item 2 is incorporated into this Item by this reference.
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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: August 16, 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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