SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1 to the
CURRENT REPORT
ON FORM 8-K THAT
WAS FILED AUGUST 16, 2001
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported) August 2, 2001
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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 offices) (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)
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Item 2. Acquisition or Disposition of Assets
(a) On August 15, 2001, as originally reported in a Current Report on
Form 8-K filed by the Registrant on August 16, 2001, the Registrant's wholly-
owned subsidiary and Compensated Devices, Inc. consummated a purchase and sale
of assets. Micro CDI Acquisition Corp., a wholly-owned subsidiary of the
Registrant, plans to operate the acquired business or assets at the same four
physical locations in Melrose, Massachusetts where the seller had operated them
prior to August 15, 2001. Prior to August 15, 2001, affiliates of the
shareholders of Compensated Devices, Inc. had leased to Compensated Devices,
Inc. the four principal premises where it conducted business operations. Those
leases were terminated as part of this transaction, and Micro CDI Acquisition
Corp. has entered into new leases with those same affiliated entities. For these
assets the Registrant's subsidiary has paid approximately $7.7 million in cash
to the seller, approximately $3.9 million in the form of the Registrant's one-
year promissory note, approximately $1.4 million was paid in the form of
repayment of loans made by a bank, and the balance consisted of assumption of
specified obligations in the amount, aggregately, of approximately $1.0 million.
The parties arrived at the price and terms on the basis of negotiations which
resulted in a letter of intent signed and announced by the Registrant in early
June, 2001. The Registrant's funding of Micro CDI Acquisition Corp.'s
acquisition consisted of contributing or loaning some cash on hand. Compensated
Devices, Inc. and its shareholders previously had no material relationship with
the Registrant, its directors or officers, or their respective associates.
(b) The assets include semiconductor manufacturing and testing
equipment. The Registrant will continue to put this equipment to use in
manufacturing and testing semiconductors.
Item 5. Other Matters
On August 2, 2001, as originally reported in a Current Report on
Form 8-K filed by the Registrant on August 2, 2001, the Registrant's wholly-
owned subsidiary and New England Semiconductor Corp. and a wholly-owned
subsidiary thereof consummated a purchase and sale of assets. Micro NES
Acquisition Corp., a wholly-owned subsidiary of the Registrant plans to operate
the acquired business or assets at the same physical location in Lawrence,
Massachusetts where the seller has operated them prior to August 2, 2001. The
Registrant has paid approximately $3.3 million cash to the seller, approximately
$6 million was paid with a one-year promissory note and the balance of
approximately $5 million was mostly paid in the form of cash or assumed loans
and other obligations specified in the agreement. The parties arrived at the
price and terms on the basis of negotiations which resulted in a letter of
intent signed and announced by the Registrant in early June, 2001. The
Registrant's funding of Micro NES Acquisition Corp.'s acquisition consisted of
contributing or loaning some cash on hand. The New England Semiconductor Corp.
and its shareholders previously had no material relationship with the
Registrant, its directors or officers, or their respective associates. Another
subsidiary of the Registrant had been a sublessor to New England Semiconductor
Corp., and that sublease was terminated as part of this transaction.
The assets include semiconductor manufacturing and testing
equipment. The Registrant will continue to put this equipment to use in
manufacturing and testing semiconductors.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired.
The Registrant has determined that the Item 2 and Item 7
requirements are not applicable to the matter involving Micro NES
Acquisition Corp. The Registrant's determination is still pending
concerning Micro CPI Acquisition Corp.
(b) Unaudited Pro Forma Financial Information.
The Registrant has determined that the Item 2 and Item 7
requirements are not applicable to the matter involving Micro NES
Acquisition Corp. The Registrant's determination is still pending
concerning Micro CPI Acquisition Corp.
(c) Exhibits.
2.4 Asset Purchase Agreement dated as of August 15, 2001 among
Compensated Devices, Inc., its shareholders, and Micro CDI
Acquisition Corp. (1)
2.5 Promissory Note dated as of August 15, 2001 issued by the
Registrant payable to Compensated Devices, Inc. (1)
99.2 News Release issued by Microsemi Corporation on August 28, 2001
announcing two previously - reported acquisitions and revising
guidance. (2)
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(1) Filed herewith.
(2) Incorporated by reference to the like-numbered exhibit to the Current
Report on Form 8-K filed August 29, 2001.
Item 9. Regulation FD Disclosure
Item 2 and all exhibits hereto are incorporated into this Item by this
reference.
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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.
MICROSEMI CORPORATION
(Registrant)
Date: August 30, 2001 By: /s/ David R. Sonksen
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David R. Sonksen, Executive Vice
President, Treasurer, Chief Financial
Officer and Secretary
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EXHIBIT INDEX
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2.4 Assets Purchased Agreement dated as, of August 15, 2001 amoung
Compensated Devices, Inc., its shareholders, and Micro CDI Acquisition Corp. (1)
2.5 Promissory Note dated as of August 15, 2001 issued by the Registrant
and payable to Compensated Devices, Inc. (1)
99.2 News Release issued by Microsemi Corporation on August 28, 2001
announcing two previously - reported acquisitions and revising guidance (2)
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(1) Filed herewith
(2) Incorporated by reference to the like-numbered exhibit to the Current
Report on Form 8-K filed August 29, 2001.