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) January 13, 1998
TriQuint Semiconductor, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-22660 95-3654013
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2300 NE Brookwood Parkway, Hillsboro, Oregon 97124
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 615-9000
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Not Applicable
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On January 13, 1998, TriQuint Semiconductor, Inc., a Delaware
corporation ("TriQuint" or the "Company") acquired substantially all of the
assets of the Monolithic Microwave Integrated Circuit ("MMIC") operations of
the former Texas Instruments' Defense Systems & Electronics Group from
Raytheon TI Systems, Inc., a Delaware corporation ("RTIS") and a wholly owned
subsidiary of the Raytheon Company ("Raytheon"). The MMIC operations include
the Gallium Arsenide ("GaAs") foundry and MMIC business of the R/F Microwave
Business Unit that RTIS acquired on July 11, 1997 from Texas Instruments
Incorporated, a Delaware corporation ("TI") which MMIC business includes
without limitation, TI's GaAs Operations Group, TI's Microwave GaAs Products
Business Unit, the MMIC component of TI's Microwave GaAs Products Business
Unit, the MMIC component of TI's Microwave Integrated Circuits Center of
Excellence and the MMIC research and development component of TI's Systems
Component Research Laboratory (collectively, the "MMIC Business").
Pursuant to a Final Judgment entered on November 6, 1997 (the "FINAL
JUDGMENT") in the United States District Court for the District of Columbia
in Civil Case No. 97-1515 known as UNITED STATES OF AMERICA V. RAYTHEON
COMPANY AND TEXAS INSTRUMENTS, INC., a related Stipulation and Order entered
in the same case on July 2, 1997, and a related Hold Separate and Partition
Plan Stipulation and Order entered in the same case on July 2, 1997 (the
"HOLD SEPARATE ORDER"), Raytheon agreed to promptly divest the MMIC Business
and, pending such divestiture, to maintain the MMIC Business as an
independent competitor held separate from Raytheon.
Pursuant to and in accordance with the Final Judgment, an Asset
Purchase Agreement (the "Agreement") was entered into, dated as of January 8,
1998, by and between the Company and RTIS. The Company has assigned its
rights under the Agreement to a wholly owned subsidiary, TriQuint
Semiconductor Texas, Inc., a Delaware corporation, which will operate the
MMIC Business, located primarily in Dallas, Texas.
Under the terms of the Agreement, TriQuint acquired the MMIC Business
for approximately $19.5 million in cash and 844,613 shares of TriQuint Common
Stock (the "Shares") valued at approximately $19,500,000 for total purchase
consideration of approximately $39 million. The Shares are redeemable at
TriQuint's option at any time within 360 days of January 13, 1998 at a price
of approximately $23 per share. The cash portion of the purchase price was
financed through an equipment leasing arrangement through General Electric
Capital Corporation involving certain assets acquired pursuant to the
Agreement. The terms of the Agreement were the result of arm's-length
negotiations between the parties.
In connection with its approval of the transaction, the Department of
Justice required that RTIS place all the Shares into a voting trust in order
to divest itself of voting power with respect to the Shares. Accordingly, on
January 13, 1998, RTIS entered into a Voting Trust Agreement with State
Street Bank and Trust Company, a Massachusetts trust company ("State
Street"), under which, for any matter for which any vote or consent is
requested from holders of TriQuint Common Stock,
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State Street will vote the Shares as nearly as practicable in the same
proportion as the other holders of TriQuint Common Stock.
(b) The MMIC Business designs, develops, produces and sells advanced
high power and low noise GaAs MMIC products. The MMIC Business has an
established GaAs operation capable of developing, designing and producing
advanced GaAs MMICs used in defense and commercial applications. In the area
of defense applications, the MMIC Business supplies military contractors with
MMIC products and services for applications such as high power amplifiers,
low noise amplifiers, switches and attenuators for active array radar,
missiles, electronic warfare systems and space communications systems. In
commercial applications, the MMIC Business provides products and services for
wireless and space-based communication. The Company intends to continue such
business.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The Registrant will file
the required financial statements of the business acquired under the cover of
an amendment to this Current Report on Form 8-K as soon as practicable, but
in no event later than 60 days after the date on which this Current Report on
Form 8-K was required to have been filed.
(b) PRO FORMA FINANCIAL INFORMATION. The Registrant will file the
required pro forma financial information under the cover of an amendment to
this Current Report on Form 8-K as soon as practicable, but in no event later
than 60 days after the date on which this Current Report on Form 8-K was
required to have been filed.
(c) Exhibits.
Exhibit No. Description
2.1* Asset Purchase Agreement, dated as of January 8,
1998, by and between Raytheon TI Systems, Inc. and
the Company, and related exhibits.
10.20 Master Lease Agreement between Registrant and
General Electric Capital Corporation, dated
June 27, 1997, and Equipment Schedules G-1, G-2,
and G-3, each dated January 13, 1998.
99.1 Press release of the Company dated January 13, 1998
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* Confidential treatment has been requested with respect to certain
portions of certain exhibits to the Asset Purchase Agreement. Copies
of the omitted portions have been filed with the Securities and
Exchange Commission.
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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.
TRIQUINT SEMICONDUCTOR, INC.
Dated: January 27, 1998 By: /s/ STEVEN J. SHARP
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STEVEN J. SHARP,
President, Chief Executive Officer
and Chairman (Principal Executive
Officer)
Dated: January 27, 1998 By: /s/ EDWARD C.V. WINN
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EDWARD C.V. WINN,
Executive Vice President, Finance
and Administration, Chief
Financial Officer and Secretary
(Principal Financial and
Accounting Officer)
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