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 12, 1998
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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 5. Other Events
Conversion of Debentures
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On February 18, 1998, Microsemi Corporation, a Delaware corporation (the
"Registrant"), issued a news release which announced that the holders of the
Registrant's 5 7/8% Convertible Subordinated Debentures due 2012
("Debentures") had converted Debentures into the Registrant's Common Stock, par
value $.20 per share. The Registrant's news release concerning the Debenture
conversions is attached as Exhibit 99.1 hereto and incorporated herein by this
reference.
The final tally as of February 20, 1998 shows that a total of $33,236,000
in principal amount of Debentures were converted at the Debenture conversion
price of $13.55 of principal amount per share.
This resulted in the issuance of approximately 2,452,841 shares of Common
Stock. The shares issued upon conversion have been registered by the Company
under the Securities Act of 1933 on Form S-2, Registration No. 33-11967, which
was declared effective on February 25, 1987 and issued in reliance upon such
registration or Section 3(a)(9) under the Securities Act of 1933, as amended.
The Common Stock of the Registrant issued upon conversion of Debentures are
eligible for public trading. The Common Stock is traded on the Nasdaq National
Market under the symbol "MSCC".
A total of $23,000 in principal amount of Debentures was surrendered for
redemption or was not surrendered for conversion on a timely basis. This amount
represents less than seven ten-thousandths (7/10,000ths) of the principal amount
of Debentures that was outstanding.
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.
99.1 News Release dated February 18, 1998 relating
to the conversion by the holders of Debentures and
the Registrant's issuance of Common Stock
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: February 20, 1998 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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99.1 News Release dated February 18, 1998 relating
to the conversion by the holders of Debentures and
the Registrant's issuance of Common Stock