Attached files
| file | filename |
|---|---|
| EX-2.1 - EXHIBIT 2.1 - MICROCHIP TECHNOLOGY INC | ex2_1.htm |
| EX-99.1 - EXHIBIT 99.1 - MICROCHIP TECHNOLOGY INC | ex99_1.htm |
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)
February
22,
2010
 MICROCHIP
TECHNOLOGY INCORPORATED
(Exact
Name Of Registrant As Specified In Its
Charter)
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Delaware
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0-21184
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86-0629024
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(State
Or Other Jurisdiction Of Incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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2355
West Chandler Boulevard, Chandler, Arizona 85224-6199
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(Address
Of Principal Executive Offices)
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(480)
792-7200
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(Registrant’s
Telephone Number, Including Area
Code)
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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:
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¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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ý Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01 Entry
into a Material Definitive Agreement.
Agreement
and Plan of Merger with SST
On
February 22, 2010, Microchip Technology Incorporated, a
Delaware corporation (“Microchip”), Silicon Storage Technology, Inc., a
California corporation (“SST”), and Sun Acquisition Corporation, a California
corporation and a direct, wholly-owned subsidiary of Microchip (“Merger Sub”),
entered into an amendment (the "Amendment") to their February 2, 2010 Agreement
and Plan of Merger (the “Merger Agreement”). The
Merger Agreement provides for the acquisition by Microchip of SST by means of a
merger of Merger Sub with and into SST, with SST surviving as a wholly-owned
subsidiary of Microchip. Pursuant to the Amendment, the aggregate
consideration payable by Microchip to SST’s shareholders in connection with the
merger has been increased from $2.85 per share to $3.00 per share, without
interest. In addition, pursuant to the Amendment, the termination fee
payable by SST in certain circumstances has been increased from $9,600,000 to
$10,120,624.
The
transaction is subject to customary closing conditions including approval by the
holders of a majority of the outstanding shares of SST.
The
foregoing description of the Amendment and the transactions contemplated thereby
does not purport to be complete and is qualified in its entirety by reference to
the Amendment which is attached hereto as Exhibit 2.1, and the Merger Agreement which was
filed on February 9, 2010 as an exhibit to Microchip’s third quarter Form
10-Q. We encourage you to read the Merger Agreement and the Amendment
for a more complete understanding of the transaction.
On
February 23, 2010, Microchip issued a press release relating
to the Amendment. A copy of the press release is attached hereto as Exhibit 99.1.
The
statements about the completion and effects of the proposed Merger, and all
other statements in this Current Report on Form 8-K other than historical facts,
constitute forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of
1995. These statements involve risks and uncertainties that could
cause actual results to differ materially, including, but not limited to, the
actual timing of the closing of the Merger, the satisfaction of the conditions
to closing in the Merger Agreement (including approval by the SST shareholders)
and any termination of the Merger Agreement. For a detailed
discussion of these and other risk factors, please refer to the filings of
Microchip on Forms 10-K and 10-Q. You can obtain copies of
Microchip’s Forms 10-K and 10-Q and other relevant documents for free at
Microchip’s Web site (www.microchip.com) or
the SEC’s Web site (www.sec.gov) or from
commercial document retrieval services.
Stockholders
are cautioned not to place undue reliance on our forward-looking statements,
which speak only as of the date such statements are made. Microchip
undertakes no obligation to publicly update any forward-looking statements to
reflect events, circumstances or new information after the date of this Form
8-K, or to reflect the occurrence of unanticipated events.
Additional
Information and Where to Find It
In
connection with the proposed merger, on February 17, 2010 SST filed a
preliminary proxy statement and intends to file a definitive proxy statement and
other related documents with the Securities and Exchange Commission, or the
SEC. INVESTORS AND SHAREHOLDERS ARE ADVISED TO READ THESE DOCUMENTS WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and shareholders may obtain a free copy of these documents (when
available) and other documents filed by SST at the SEC's web site at www.sec.gov
and at the Investor section of their website at www.SST.com. The proxy
statement and such other documents may also be obtained for free from SST by
directing such request to Silicon Storage Technology, Inc., Attention:
Ricky Gradwohl, 1020 Kifer Road, Sunnyvale, California 94086, Telephone: (408)
735-9110.
Microchip,
SST and their directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of SST in connection with
the Merger. Information regarding the special interests of these
directors and executive officers in the transaction will be included in the
definitive proxy statement described above. Additional information
regarding the directors and executive officers of Microchip is also included in
Microchip's proxy statement for its 2009 Annual Meeting of Stockholders, which
was filed with the SEC on July 10, 2009. Additional information
regarding the directors and executive officers of SST is also included in SST’s
proxy statement for its 2009 Annual Meeting of Shareholders, which was filed
with the SEC on April 30, 2009. These documents are available free of
charge at the SEC's web site at www.sec.gov and as described above.
2
Item
9.01 Financial Statements and
Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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2.1
99.1
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Amendment
No. 1 to Agreement and Plan of Merger
Microchip
Technology Announces Amendment to Definitive Agreement for Acquisition of
Silicon Storage Technology, Inc.
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3
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.
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Dated:
February 23, 2010
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Microchip
Technology Incorporated
(Registrant)
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By: /s/ J.
Eric
Bjornholt
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J.
Eric Bjornholt
Vice
President, Chief Financial Officer
(Principal
Accounting and Financial Officer)
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4
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Exhibit
No.
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Description
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2.1
99.1
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Amendment
No. 1 to Agreement and Plan of Merger
Microchip
Technology Announces Amendment to Definitive Agreement for Acquisition of
Silicon Storage Technology, Inc.
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