UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10/A
Amendment No. 1
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934
MICROSEMI CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 95-2110371
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(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
2381 Morse Ave., 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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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None Not Applicable
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.20 per share
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(Title of class)
Preferred Stock, par value $1.00 per share
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item Description of Registrant's Securities to be Registered.
11.
The Company originally registered the Common Stock and the Preferred
Stock under Section 12(g) of the Securities Exchange Act of 1934 on a
Form 10 filed March 16, 1979. The Board of Directors has designated a
series of Preferred Stock known as the Series A Junior Participating
Preferred Stock. That series is registered under Section 12(g) of the
Securities Exchange Act of 1934 on a Form 8-A filed December 29,
2000. The registration thereof is not amended or superseded by this
Form 10/A. The description of capital stock being registered that was
reported in Item 12 of the Company's Form 10 filed March 16, 1979 is
amended and restated in its entirety as follows:
We are authorized to issue 100,000,000 shares of Common Stock, $.20
par value per share (the "Common Stock"). As of January 14, 2002,
28,505,107 shares of Common Stock were issued and outstanding.
Additional shares of authorized and unissued Common Stock are
committed or reserved for future issuances.
We are authorized to issue 1,000,000 shares of Preferred Stock, $1.00
par value per share (the "Preferred Stock"). As of February 7, 2002,
no shares of Preferred Stock were issued or outstanding.
Common Stock
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Each stockholder is entitled to one vote for each share of Common
Stock held of record on all matters to be voted on by stockholders,
and stockholders are not entitled to cumulate votes for the election
of directors. Stockholders have no preemptive rights or other
subscription rights. There are no conversion rights or redemption
rights with respect to shares of Common Stock. All outstanding shares
of Common Stock are validly issued, fully paid and nonassessable.
Holders of Common Stock are entitled to such dividends as may be
declared by the Board of Directors out of funds legally available
therefor. On our liquidation, dissolution or winding up, the holders
of Common Stock are entitled to receive pro rata our net assets
remaining after the payment of debts, expenses and the liquidation
preference of any outstanding shares of Preferred Stock. The Board of
Directors can issue or reserve additional Common Stock without the
approval of stockholders, subject to stockholder approval
requirements that may apply in some exceptional circumstances from
time to time. The Company can issue Common Stock at prices and for
considerations that the Board of Directors approves. The Common Stock
is presently quoted on the Nasdaq National Market under the symbol
"MSCC."
Registration Rights
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In June 1992, we granted registration rights with respect to shares
of our common stock that were issuable upon conversion of convertible
subordinated promissory notes. We filed a registration statement on
Form S-3 in order to register the resale of those shares.
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Through the present we have maintained the effectiveness of the Form
S-3 registration. We estimate that 325,000 shares of common stock
remain unsold under the Form S-3.
Transfer Agent and Registrar
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The transfer agent and registrar for our Common Stock is ChaseMellon
Shareholder Services, 400 South Hope Street, 4th Floor, Los Angeles,
California 90071, Attention: Stock Transfer Administration.
Preferred Stock
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Our Board of Directors, pursuant to the Certificate of Incorporation,
is authorized to issue up to 1,000,000 shares of Preferred Stock in
one or more series and to fix the voting rights, liquidation
preferences, dividend rights, conversion rights, redemption rights
and terms, including sinking fund provisions, and certain other
rights and preferences of the Preferred Stock. The Board of
Directors, without stockholder approval, can therefore, issue
Preferred Stock with voting, conversion and other rights that could
adversely affect the voting power and other rights of, and amounts
payable with respect to, the Common Stock. This may be deemed to have
a potential anti-takeover effect because the issuance of Preferred
Stock in accordance with such provision may delay, defer or prevent a
change of control regarding us and could adversely affect the price
of our Common Stock.
Delaware Law
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We are subject to the provisions of Section 203 of the Delaware
General Corporation Law. In general, Section 203 prohibits a publicly
held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years after
the date of the transaction in which the person became an interested
stockholder, unless either (i) prior to the date on which the person
becomes an interested stockholder, the Board of Directors approves
such transaction or business combination, (ii) the stockholder
acquires more than 85% of the outstanding voting stock of the
corporation (excluding shares held by directors who are officers or
held in certain employee stock plans) upon consummation of such
transaction, or (iii) the business combination is approved by the
Board of Directors and by two- thirds of the outstanding voting stock
of the corporation (excluding shares held by the interested
stockholder) at a meeting of stockholders (and not by written
consent). A "business combination" includes a merger, asset sale or
other transaction resulting in a financial benefit to such interested
stockholder. For purposes of Section 203, "interested stockholder" is
a person who, together with affiliates and associates, owns (or
within three years prior, did own) 15% or more of the corporation's
voting stock.
Shareholder Rights Plan
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Each outstanding shares of Common Stock includes, subject to
adjustment and redemption, one Right to purchase one one-thousandth
of a share of Series A Junior Participating Preferred Stock. Under
certain circumstances, the rights entitle the holders
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to acquire shares of Common Stock of the Company or a successor
company at a discounted price. Such rights become null and void as to
Common Stock held or transferred by any person that, together with
its affiliates, acquires 20% or more of the outstanding Common Stock
or makes an offer to purchase Common Stock and would thereby acquire
aggregate ownership 30% or more of the outstanding Common Stock,
unless the Board of Directors of the Company approves the
transaction. Therefore, as to such an acquiring person, such rights
are dilutive. The Rights will not trade separately from the Common
Stock unless and until certain events occur. The Shareholder Rights
Plan has a potential anti-takeover effect because the triggering of
the rights in accordance with the Rights Agreement may delay, defer
or prevent a change of control regarding us and could adversely
affect the price of our Common Stock.
Executive Change of Control Agreements
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The Company has entered into agreements with Messrs. James J.
Peterson and David R. Sonksen intended to assure their unbiased
counsel and continued dedication in the event of an unsolicited
tender offer or other occurrence that may result in a change of
control. Each agreement will continue in effect until two (2) years
after the Company notifies the executive of an intention to terminate
that agreement. The terms of each agreement provide that, in the
event of a change of control, as defined therein, and the subsequent
termination of the executive's employment at any time during the term
of such agreement, the executive will be paid amounts equal to a
multiplier (the "Multiplier") times the sum of his annual salary rate
in effect prior to termination of employment and his highest annual
bonus paid during the prior 3-year period. The Multiplier is a number
equal to the sum of three plus the number of years of service of the
executive, all divided by twelve; provided, however, in the event of
involuntary termination by the Company or termination by the
executive for "Good Reason", the Multiplier will be equal to two (2).
Provided, further, that in all other events the multiplier shall be
at least one (1) and not more than one and one-half (1 1/2).
Presently Mr. Peterson has 3 years of service and Mr. Sonksen has 15
years of service. Additionally: (i) all options that the executive
has received under any option plans will remain exercisable for a
number of years equal to the Multiplier; (ii) medical, dental, vision
and life insurance premiums will continue to be paid by the Company
for a number of years equal to the Multiplier; (iii) his automobile
allowance continues, subject to earlier termination if the executive
becomes a full time employee elsewhere, up to a number of years equal
to the Multiplier; and (iv) he will receive all other benefits then
accrued at the time of a termination under the Company's compensation
plans. Upon an involuntary termination or a termination for "Good
Reason," in either case only following a change of control, all of
the executive's unvested stock options, or similar equity incentives,
vest and become exercisable. Also, to the extent that payments to the
executive pursuant to his agreement (together with any other payments
or benefits) would result in the triggering of the provisions of
Sections 280G and 4999 of the Internal Revenue Code ("Code"), the
agreement provides for the payment of an additional
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amount such that the executive would receive, net of excise taxes,
the amount he would have been entitled to receive in the absence of
the excise tax provided in Section 4999 of the Code. Mr. Sonksen's
current agreement restates and supersedes the similar agreement
entered into in 1997. These agreements have a potential anti-takeover
effect because if a change of control occurs, the Company may incur
the additional costs described above, which could adversely affect
the price an acquiror would be willing to pay for our Common Stock.
Item 15. Financial Statements and Exhibits.
(a) None.
(b) 3 Bylaws of the Registrant* (1)
3.1 Amended and Restated Certificate of Incorporation of the
Registrant effective August 9, 2001* (2)
4.2 Rights Agreement dated December 22, 2000 between the
Registrant and Mellon Investor Services, LLC, as Rights
Agent, and the exhibits thereto (3)
10.87 Agreement dated January 12, 2001 between James J. Peterson
and the Registrant* (4)
10.88 Agreement dated January 12, 2001 between David R. Sonksen
and the Registrant* (4)
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*Indicates that the exhibit contains a management compensatory
plan or arrangement.
(1) Filed in Registration Statement (No. 33-3845) and
incorporated herein by this reference.
(2) Incorporated by reference to the indicated Exhibit to the
Registrant's Current Report on Form 8-K as filed on August
29, 2001.
(3) Incorporated by reference to the indicated Exhibit to the
Registrant's Registration Statement of Form 8-A12G as filed
December 29, 2000.
(4) Incorporated by reference to the indicated Exhibit to the
Registrant's Quarterly Report on Form 10-Q as filed on
February 13, 2001 with the Commission for the fiscal quarter
ended December 31, 2000.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
MICROSEMI CORPORATION
(Registrant)
Date: February 11, 2002 By: /s/ James J. Peterson
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James J. Peterson,
Chief Executive Officer
and President
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