Delaware | 0-8866 | 95-2110371 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
One Enterprise, Aliso Viejo, California | 92656 | |
(Address of principal executive offices) | (Zip Code) |
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
(a) | Financial statements of businesses acquired. |
• | Unaudited consolidated balance sheet of Vitesse as of March 31, 2015; and |
• | Unaudited consolidated statements of operations of Vitesse for the three months and six months ended March 31, 2015 and March 31, 2014, unaudited consolidated statements of cash flows for the six months ended march 31, 2015 and March 31, 2014, and the unaudited statement of stockholders' equity for the six months ended March 31, 2015. |
(b) | Pro forma financial information. |
• | Unaudited pro forma condensed combined balance sheet as of March 31, 2015; and |
• | Unaudited pro forma condensed combined statement of operations for the six months ended March 31, 2015. |
Exhibit No. | Description | |
2.1 | Agreement and Plan of Merger, dated as of March 17, 2015, by and among Microsemi Corporation, LLIU100 Acquisition Corp. and Vitesse Semiconductor Corporation (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K (File No.000-08866) filed by Microsemi Corporation on March 18, 2015).* | |
10.1 | Incremental Joinder Agreement, dated as of April 28, 2015, by and among Microsemi Corporation, the incremental lenders party thereto and Bank of America, N.A., as administrative agent, collateral agent, issuing lender and swingline lender.* | |
23.1 | Consent of Independent Registered Public Accounting Firm.* | |
99.1 | Joint press release issued by Microsemi Corporation and Vitesse Semiconductor Corporation on April 28, 2015.* | |
99.2 | Audited Financial Statements of Vitesse.* | |
99.3 | Unaudited Financial Statements of Vitesse.* | |
99.4 | Unaudited Pro Forma Condensed Combined Financial Information.* | |
99.5 | Unaudited Financial Statements of Vitesse, filed herewith. | |
99.6 | Unaudited Pro Forma Condensed Combined Financial Information, filed herewith. | |
* Previously filed |
Microsemi Corporation | |||
By | /s/ John W. Hohener | ||
John W. Hohener | |||
Executive Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer and duly authorized to sign on behalf of the Registrant) |
Exhibit No. | Description | |
2.1 | Agreement and Plan of Merger, dated as of March 17, 2015, by and among Microsemi Corporation, LLIU100 Acquisition Corp. and Vitesse Semiconductor Corporation (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K (File No.000-08866) filed by Microsemi Corporation on March 18, 2015).* | |
10.1 | Incremental Joinder Agreement, dated as of April 28, 2015, by and among Microsemi Corporation, the incremental lenders party thereto and Bank of America, N.A., as administrative agent, collateral agent, issuing lender and swingline lender.* | |
23.1 | Consent of Independent Registered Public Accounting Firm.* | |
99.1 | Joint press release issued by Microsemi Corporation and Vitesse Semiconductor Corporation on April 28, 2015.* | |
99.2 | Audited Financial Statements of Vitesse.* | |
99.3 | Unaudited Financial Statements of Vitesse.* | |
99.4 | Unaudited Pro Forma Condensed Combined Financial Information.* | |
99.5 | Unaudited Financial Statements of Vitesse, filed herewith. | |
99.6 | Unaudited Pro Forma Condensed Combined Financial Information, filed herewith. | |
* Previously filed |