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 15, 1998
-----------------
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.)
2830 South Fairview Street, Santa Ana, California 92704
- ------------------------------------------------- -----
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (714) 979-8220
--------------
Not Applicable
--------------
(Former name or former address, if changed, since last report)
Item 2. Acquisition or Disposition of Assets
Acquisition of BKC Semiconductors
- ---------------------------------
(a) On May 15, 1998, Microsemi Corporation, a Delaware corporation (the
"Registrant"), issued a news release which announced that the Registrant's
wholly-owned subsidiary, Micro BKC Acquisition Corp. ("Merger Sub"), merged
with and into BKC Semiconductors Incorporated, a Massachusetts corporation
("BKC") effective May 15, 1998. The Registrant's news release concerning the
merger is attached as Exhibit 99.1 hereto and incorporated herein by this
reference.
The merger resulted the Registrant owning all of the outstanding capital
stock of BKC in exchange for approximately $13.2 million in cash and all of
the outstanding options to purchase BKC stock being cancelled in exchange for
an additional $0.5 million in cash, approximately. The shareholders of BKC
approved the merger at a special meeting of the BKC shareholders held on
May 14, 1998. BKC was the surviving corporation in the merger. Microsemi
financed the acquisition with drawings on its line of credit from Imperial
Bank.
The merger was consummated pursuant to an Agreement and Plan of Merger
dated as of January 21, 1998 ("Merger Agreement") among the Registrant, Merger
Sub and BKC. The Merger Agreement is attached as Exhibit 2.1 hereto and
incorporated herein by this reference.
As BKC does not constitute a significant business under Regulation S-X, the
financial statements and pro forma financial information regarding BKC are
not required to be provided.
(b) The Registrant intends to continue to operate BKC as a stand-alone
subsidiary, operating its property, plant and equipment in Lawrence,
Massachusetts.
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.
2.1 Agreement and Plan of Merger dated as of January 21,
1998, among the Registrant, Micro BKC Acquisition
Corp., a Delaware corporation, and BKC Semiconductors
Incorporated, a Massachusetts corporation
99.1 News Release dated May 15, 1998 relating
to the merger of BKC Semiconductors Incorporated
and Micro BKC Acquisition Corp., the Registrant's
wholly-owned subsidiary
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: June 1, 1998 By:/s/DAVID R. SONKSEN
-----------------------------------
David R. Sonksen,
Vice President-Finance, Treasurer,
Chief Financial Officer and Secretary
MICROSEMI CORPORATION
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
---------- -----------
2.1 Agreement and Plan of Merger dated as of January 21,
1998, among the Registrant, Micro BKC Acquisition
Corp., a Delaware corporation, and BKC Semiconductors
Incorporated, a Massachusetts corporation
99.1 News Release dated May 15, 1998 relating
to the merger of BKC Semiconductors Incorporated
and Micro BKC Acquisition Corp., the Registrant's
wholly-owned subsidiary