Attached files
| file | filename |
|---|---|
| EX-99.3 - EX-99.3 - ATMEL CORP | f54099exv99w3.htm |
| EX-99.1 - EX-99.1 - ATMEL CORP | f54099exv99w1.htm |
| EX-99.2 - EX-99.2 - ATMEL CORP | f54099exv99w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 16, 2009
ATMEL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 0-19032 | 77-0051991 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
2325 Orchard Parkway
San Jose, CA 95131
(Address of principal executive offices, including zip code)
San Jose, CA 95131
(Address of principal executive offices, including zip code)
(408) 441-0311
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01. Other Events
Settlement of Certain Litigation
On November 6, 2009, Atmel Corporation (“Atmel” or the “Company”) entered a Stipulation and
Agreement of Compromise, Settlement and Release (the “Stipulation”) to settle previously disclosed
litigation regarding Atmel’s response to a subsequently-withdrawn acquisition proposal by Microchip
Technology Inc. and ON Semiconductor Corporation, including Atmel’s adoption of an amendment to its
Amended and Restated Preferred Shares Rights Agreement, dated as of October 18, 1999. The terms of
the Stipulation are based on the terms of an agreement-in-principle set forth in a Memorandum of
Understanding dated as of September 14, 2009, which Atmel announced in a September 18, 2009 Form
8-K, and are subject to the approval of the Delaware Court of Chancery.
In connection with the settlement proposed in the Stipulation, Atmel is attaching the exhibits
listed in Item 9.01 below to this Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
99.1
|
Stipulation and Agreement of Compromise, Settlement and Release | |
99.2
|
Notice of Pendency of Class Action, Proposed Class Action Determination, Proposed Settlement of Class Action, Settlement Hearing, and Right to Appear | |
99.3
|
Press release, dated as of November 16, 2009, entitled “Atmel Enters into Stipulation to Settle Microchip Offer Shareholder Litigation.” |
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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.
| Atmel Corporation |
||||
| Date: November 17, 2009 | By: | /s/ Patrick G. Reutens | ||
| Patrick G. Reutens | ||||
| Senior Vice President, Chief Legal Officer and Secretary |
||||
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EXHIBIT INDEX
| Exhibit No. | Description | |
99.1
|
Stipulation and Agreement of Compromise, Settlement and Release | |
99.2
|
Notice of Pendency of Class Action, Proposed Class Action Determination, Proposed Settlement of Class Action, Settlement Hearing, and Right to Appear | |
99.3
|
Press release, dated as of November 16, 2009, entitled “Atmel Enters into Stipulation to Settle Microchip Offer Shareholder Litigation.” |
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