Attached files
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| EX-2.1 - AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER - MIPS TECHNOLOGIES INC | exh2-1.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): December 16, 2012
MIPS TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-24487
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77-0322161
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(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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955 East Arques Avenue
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Sunnyvale, CA
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94085
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(Address of Principal Executive Offices)
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(Zip Code)
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(408) 530-5000
(Registrant’s telephone number, including area code)
____________________
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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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.
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Entry Into A Material Definitive Agreement.
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On December 16, 2012, MIPS Technologies, Inc., a Delaware corporation (“MIPS” or the “Company”), entered into Amendment No. 2 (the “Amendment”) to the Agreement and Plan of Merger dated November 5, 2012, by and among the Company, Imagination Technologies Group plc, a public limited company incorporated under the laws of England and Wales (“Imagination Technologies”), and Imagination Acquisition Sub, Inc., a Delaware corporation and indirect wholly owned subsidiary of Imagination Technologies, as amended on December 9, 2012 (the “Merger Agreement”). Pursuant to the Amendment, the Aggregate Merger Consideration (as defined in the Merger Agreement) was increased from $80,000,000 to $100,000,000.
Other than as expressly modified pursuant to the Amendment, the Merger Agreement, which was previously filed by the Company as Exhibit 2.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on November 8, 2012, and which the first amendment thereto was previously filed by the Company as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on December 10, 2012, remains in full force and effect as originally executed on November 5, 2012 and amended on December 9, 2012. The foregoing description of the Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
Additional Information and Where You Can Find It
This communication may be deemed to be solicitation material in respect of the proposed transaction between MIPS and Imagination Technologies. In connection with the proposed transaction, MIPS intends to file a definitive proxy statement and other relevant materials with the SEC. The proxy statement and other relevant materials, and any other documents to be filed by MIPS with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov or from MIPS’ website at www.mips.com or by contacting MIPS Investor Relations at: ir@mips.com. Investors and security holders of MIPS are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction between MIPS and Imagination Technologies because they will contain important information about the transaction and the parties to the transaction.
MIPS and its executive officers, directors and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from MIPS’ stockholders in favor of the proposed transaction. A list of the names of MIPS’ executive officers and directors and a description of their respective interests in MIPS are set forth in the proxy statement for MIPS’ 2011 Annual Meeting of Stockholders, MIPS’ 2012 Annual Report on Form 10-K and Amendment No. 1 thereto, in any documents subsequently filed by its directors and executive officers under the Securities Exchange Act of 1934, as amended, and the proxy statement and other relevant materials filed with the SEC in connection with the transactions when they become available. Certain executive officers and directors of MIPS have interests in the proposed transaction that may differ from the interests of stockholders generally, including benefits conferred under retention, severance and change in control arrangements and continuation of director and officer insurance and indemnification. These interests and any additional benefits in connection with the proposed transaction will be described in the proxy statement relating to such transaction when it becomes available.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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The following exhibits are filed with this Current Report on Form 8-K:
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2.1
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Amendment No. 2 to Agreement and Plan of Merger, dated December 16, 2012, by and among MIPS Technologies, Inc., Imagination Technologies Group plc and Imagination Acquisition Sub, Inc.*
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* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
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.
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Date: December 18, 2012
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MIPS TECHNOLOGIES, INC.
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By:
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/s/ William Slater
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William Slater
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Chief Financial Officer and Treasurer
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EXHIBITS
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Exhibit
Number
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Description
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2.1
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Amendment No. 2 to Agreement and Plan of Merger, dated as of December 16, 2012, by and among MIPS Technologies, Inc., Imagination Technologies Group plc and Imagination Acquisition Sub, Inc.
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