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): April 25, 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 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.
On April 25, 2002, the Registrant announced its results for the
second quarter in the News Release attached hereto as Exhibit 99.1 and
incorporated herein by this reference.
Subsequently the Registrant hosted its Second Quarter Conference
Call with management to discuss results for the quarter. To access a recording
of the webcast, log on to: www.vcall.com and register, download and install any
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necessary audio software. The replay will be available on the Vcall Web site for
90 days. A telephonic replay will be available from 8 p.m. EDT (5 p.m. PDT) on
Thursday, April 25th through 11 p.m. EDT (8 p.m. PDT) on Thursday, May 2nd. To
access the telephonic replay, call 800/642-1687 or 706/645-9291 and enter the
following ID Number: 3871908.
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995: Any statements made in the conference call or set forth in
the news release that are not entirely historical and factual in nature are
forward-looking statements. For instance, all statements of belief and
expectations are forward-looking statements. Forward-looking statements are
inherently subject to risks and uncertainties, some of which cannot be predicted
or quantified. Potential risks and uncertainties include, but are not limited
to, such factors as the difficulties regarding the making of estimates and
projections, hiring and retention of qualified technical personnel in a
competitive labor market, acquiring and integrating new operations or assets,
closing or disposing of operations or assets, rapidly changing technology and
product obsolescence, the ability to realize cost savings or productivity gains,
the ability to improve capacity utilization, potential cost increases, the
strength and competitive pricing environment of the marketplace, demand for and
acceptance of the company's products, the results of in-process or planned
development, marketing and promotional campaigns, changes in demand for
products, difficulties foreseeing future demand, effects of limited visibility
of future sales, potential non-realization of expected orders or non-realization
of backlog, business and economic conditions or adverse changes in current or
expected industry conditions, business disruptions, future effects of the tragic
events of September 11, customer order preferences, fluctuations in market
prices of the company's common stock and availability of additional capital on
favorable terms, difficulties in implementing company strategies, environmental
matters, litigation, difficulties protecting patents and other proprietary
rights, inventory obsolescence. In addition to these factors and any other
factors mentioned elsewhere in this news release, the reader should refer as
well to the factors, uncertainties or risks identified in the Company's most
recent Form 10-K filed on December 24, 2001, the Form 10-Q filed on February 13,
2002, and the final prospectus on Form S-3 filed on June 1, 2000, each filed by
the Company with the Securities and Exchange Commission. The Company does not
undertake to supplement or correct any information in this release that is or
becomes incorrect.
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: April 25, 2002 By: /s/ David R. Sonksen
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David R. Sonksen,
Executive Vice President,
Treasurer, Chief Financial
Officer and Secretary
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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99.1 News Release dated April 25, 2002