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): June 28, 2002
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MICROSEMI CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 0-8866 95-2110371
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2381 Morse Avenue, Irvine, California 92614
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (949) 221-7100
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Not Applicable
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(Former name or former address, if changed, since last report)
Item 5. Other Material Information.
On June 28, 2002, the Registrant paid Philip Frey, Jr., the Registrant's
Chairman of the Board, $728,119, pursuant to an agreement to discharge and
extinguish the Registrant's remaining obligations to Mr. Frey pursuant to the
Supplemental Executive Retirement Plan dated September 15, 1986 (the "SERP").
The payment amount reflects a discount of $204,336 from the total of the
payments due under the SERP. Under the SERP, $116,556.96 would have been payable
February 28 in each of the years 2003 through 2010. In calculating the amount of
the payment, the parties applied a discount rate of 6% per year until the due
date of each of these installments. The transaction was pursuant to an agreement
attached hereto as Exhibit 10.89, which is incorporated herein by this
reference. The SERP is hereby incorporated by reference to Exhibit 10.84 to the
Registrant's Quarterly Report on Form 10-Q as filed on February 9, 1998 with the
Commission for the fiscal quarter ended December 28, 1997.
Item 7. Financial Statements and Exhibits.
The Exhibit Index, which immediately follows the signatures hereto, is
incorporated herein by this reference.
Item 9. Regulation FD Disclosure.
Mr. Philip Frey, Jr., who is the Chairman of the Board of Directors of the
Registrant, informed the Registrant that on June 24, 2002, Mr. Frey received
notice that 100,000 shares of Microsemi Common Stock held in a margin account
were sold at about $7.80 to satisfy a margin call that occurred while he was on
vacation. On that day the closing sale price of Microsemi Common Stock was
$7.95. Mr. Frey stated that he did not exercise any discretion in connection
with such sale.
On June 25, 2002, Mr. Frey committed to the Registrant that Mr. Frey shall
instruct his brokers, if necessary to satisfy any future margin call, to sell
any other securities of Mr. Frey before selling any Microsemi Common Stock to
satisfy margin requirements. Mr. Frey also agreed to apply the payment received
by him as described in Item 5 to reduce his margin loans.
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.
MICROSEMI CORPORATION
(Registrant)
Date: June 28, 2002 By: /s/ David R. Sonksen
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David R. Sonksen,
Executive Vice President,
Treasurer, Chief Financial
Officer and Secretary
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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10.84 Supplemental Executive Retirement Plan(1)*
10.89 Agreement dated June 27, 2002 between Philip Frey, Jr. and the
Registrant*
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* Management compensatory plan or arrangement
(1) Incorporated by reference to the indicated Exhibit to the Registrant's
Quarterly Report on Form 10-Q as filed on February 9, 1998 with the
Commission for the fiscal quarter ended December 28, 1997.