UNITED STATES
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): April 11, 2005
AMIS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 000-50397 51-0309588
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
2300 BUCKSKIN ROAD, POCATELLO, IDAHO 83201
(Address of Principal Executive Offices) (Zip Code)
(208) 233-4690
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
Effective April 11, 2005, David M. Rickey resigned from the AMIS Holdings,
Inc. Board of Directors, as previously announced.
On April 12, 2005 AMIS Holdings, Inc. issued a press release announcing
that on April 11, 2005, William N. Starling was appointed to its Board of
Directors to fill the vacancy created by Mr. Rickey's resignation. In addition,
Mr. Starling was appointed to the Audit Committee of the Board of Directors. A
copy of the press release is attached as Exhibit 99.1 to this current report on
Form 8-K and incorporated herein by reference.
Related Party Transactions: In September 2004, AMI Semiconductor, Inc.
("AMIS"), a wholly-owned subsidiary of AMIS Holdings, Inc. signed a memorandum
of understanding with Synecor, LLC, of which Mr. Starling is chief executive
officer and a managing member. In the memorandum of understanding, AMIS and
Synecor agreed that they intend to enter into a strategic business relationship
whereby AMIS would be the exclusive supplier to Synecor and its affiliates of
digital and mixed signal application specific integrated circuits ("ASICs") for
use in medical products. The parties contemplate entering into definitive
agreements specifying the details of this relationship but have not yet done so.
AMIS is currently in the development phase of two ASIC devices for
Interventional Rhythm Management ("IRM"), an affiliate of Synecor. Mr. Starling
is the chief executive officer of IRM. In 2004, IRM paid AMIS $218,233 in
nonrecoverable engineering charges associated with the development of those ASIC
devices.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
99.1 Press release issued April 14, 2005
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.
AMIS HOLDINGS, INC.
Date: April 14, 2005 By: /s/ David A. Henry
-------------- -------------------------------------
Name: David A. Henry
Title: Senior Vice President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Press release issued April 14, 2005