1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
APRIL 11, 2001
Date of Report (Date of earliest event reported):
MAXIM INTEGRATED PRODUCTS, INC.
(Exact Name of Registrant as Specified in Charter)
- --------------------------------------------------------------------------------
DELAWARE 0-16538 94-2896096
(State or Other (Commission File (I.R.S. Employer
Jurisdiction Number) Identification No.)
of Incorporation)
- --------------------------------------------------------------------------------
120 SAN GABRIEL DRIVE,
SUNNYVALE, CALIFORNIA 94086
(Address of Principal Executive Offices) (Zip Code)
- --------------------------------------------------------------------------------
(408) 737-7600
Registrant's Telephone Number, Including Area Code:
- --------------------------------------------------------------------------------
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 11, 2001, following receipt of approval of the stockholders of
Dallas Semiconductor Corporation ("Dallas"), Maxim Integrated Products, Inc.
("Maxim") consummated the acquisition of Dallas pursuant to the terms of the
previously reported Agreement and Plan of Merger, dated as of January 28, 2001
(the "Merger Agreement"), among Maxim, Dallas and MI Acquisition Sub, Inc., a
wholly-owned subsidiary of Maxim ("Merger Sub"). Pursuant to the Merger
Agreement, Merger Sub merged with and into Dallas (the "Merger"), with Dallas
surviving the Merger as a wholly-owned subsidiary of Maxim.
As a result of the Merger, each share of Dallas common stock (NYSE: DS)
was converted into 0.6515 shares of Maxim common stock (NASDAQ: MXIM). In
connection with the Merger, Maxim amended its bylaws to increase the size of its
Board of Directors to six directors, and elected M.D. Sampels, a former director
of Dallas, to fill the vacancy.
The Merger Agreement is incorporated herein by reference to Exhibit 2.1,
and a copy of the Maxim press release announcing the effectiveness of the Merger
is incorporated by reference and included herein as Exhibit 99.1. The foregoing
descriptions of such documents are qualified in their entirety by reference to
such exhibits.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Financial statements required by this item shall be filed not later
than 60 days after the date that this report is required to be filed.
(b) Pro Forma Financial Information.
Financial statements required by this item shall be filed not later
than 60 days after the date that this report is required to be filed.
3
(c) Exhibits.
The exhibits listed below and in the accompanying Exhibit Index are
filed as part of this Current Report on Form 8-K.
EXHIBIT NO. TITLE
- ---------- -----
2.1 Agreement and Plan of Merger, dated as of January 28,
2001, among Maxim Integrated Products, Inc., MI
Acquisition Sub, Inc. and Dallas Semiconductor
Corporation (filed as Exhibit 2.1 to Maxim's Current
Report on Form 8-K, dated as of January 30, 2001, and
incorporated herein by reference).
3.3 Amended and Restated Bylaws of Maxim Integrated Products, Inc.
99.1 Press Release, dated as of April 11, 2001, of Maxim Integrated
Products, Inc.
SIGNATURE
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.
Dated: April 11, 2001
Maxim Integrated Products, Inc.
By: /s/ Carl W. Jasper
------------------------------------
Name: Carl W. Jasper
Title: Chief Financial Officer
4
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
2.1 Agreement and Plan of Merger, dated as of January 28, 2001,
among Maxim Integrated Products, Inc., MI Acquisition Sub,
Inc. and Dallas Semiconductor Corporation (filed as Exhibit
2.1 to Maxim's Current Report on Form 8-K, dated as of
January 30, 2001, and incorporated herein by reference).
3.3 Amended and Restated Bylaws of Maxim Integrated Products, Inc.
99.1 Press Release, dated as of April 11, 2001, of Maxim Integrated
Products, Inc.