SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
Amendment No. 2 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)
Commission File Number 0-8866
DELAWARE 95-2110371
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State or other jurisdiction I.R.S. Employer
of incorporation Identification Number
2381 Morse Avenue, Irvine, California 92614
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Registrant's telephone number, including area code (949) 221-7100
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Former name or former address, if changed, since last report: Inapplicable
Item 5. Other Events
The Registrant has examined whether the acquisition of the assets of
Compensated Devices, Inc., a Massachusetts corporation ("CDI"), would require
the filing of prescribed information and financial statements regarding this
acquisition under Item 2 and Item 7 of Form 8-K. The Registrant has determined
that the amount paid for CDI's assets did not exceed 10% of the Registrant's
total assets, and the Registrant's equity in the net book value of the acquired
assets also did not exceed 10% of the Registrant's total assets. Further, the
Registrant has determined that separate financial statements of CDI are not
required to be filed in accordance with Rule 3-05 of Regulation S-X using the
conditions specified in Rule 1-02(w) of Regulation S-X. And, as such, pro forma
financial information need not be presented in accordance with Rule 11-01(c) of
Regulation S-X. Therefore, the subject acquisition does not trigger the
reporting requirements under either Item 2 or Item 7 of Form 8-K. Consequently,
the Current Report on Form 8-K, as previously amended, is hereby further amended
to report the subject acquisition only under Item 5, Item 7 and Item 9 of Form
8-K. The Registrant disclaims any conclusion or inference that could be drawn
from having reported the information previously under Item 2. The contents of
Item 2 from the Current Reports on Form 8-K previously filed on August 16, 2001
as amended August 31, 2001 are hereby incorporated by reference into this Item
5. For convenience, such information is set forth below.
(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 7. Financial Statements and Exhibits
(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.
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(1) Incorporated by reference to the like-numbered exhibit to the
Current Report on Form 8-K/A filed August 31, 2001.
Item 9. Regulation FD Disclosure
Item 5 and all exhibits hereto are incorporated into this Item by this
reference.
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: November 5, 2001 By: /s/ David R. Sonksen
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David R. Sonksen,
Executive Vice President,
Treasurer, Chief Financial
Officer and Secretary