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8-K - FORM 8-K - MINDSPEED TECHNOLOGIES, INC | c97231e8vk.htm |
EX-5.1 - EXHIBIT 5.1 - MINDSPEED TECHNOLOGIES, INC | c97231exv5w1.htm |
EX-1.1 - EXHIBIT 1.1 - MINDSPEED TECHNOLOGIES, INC | c97231exv1w1.htm |
Exhibit 99.1
MINDSPEED ANNOUNCES $18.3 MILLION UNDERWRITTEN PUBLIC OFFERING OF COMMON STOCK
NEWPORT BEACH, Calif., March 4, 2010 Mindspeed Technologies, Inc. (NASDAQ: MSPD) today announced
the pricing of an underwritten public offering of 2.52 million shares of its common stock at a
public offering price of $7.25 per share. On March 3, 2010, the last reported sales price of
Mindspeed common stock on the Nasdaq Global Market was $7.42. The company expects to receive gross
proceeds from the offering of approximately $18.3 million before deducting underwriting discounts
and commissions and other expenses. The offering is expected to close on March 9, 2010, subject to
the satisfaction of customary closing conditions. Thomas Weisel Partners LLC is acting as the sole
book-running manager and Craig-Hallum Capital Group LLC is acting as co-manager for the offering.
The Company intends to use the net proceeds from the offering for general corporate purposes,
including capital expenditures, as well as to potentially refinance its outstanding indebtedness.
Information about the offering will be available in the prospectus supplement and accompanying
prospectus for the offering to be filed with the Securities and Exchange Commission (SEC). The
offering is being made under the companys shelf registration statement filed with and declared
effective by the SEC and a registration statement filed with and declared effective by the SEC
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended. The offering is
being made solely by means of a written prospectus supplement and accompanying prospectus. This
press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor
shall there be any sale of these securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification under securities
laws of any such state or jurisdiction. Copies of the prospectus supplement relating to the
offering may be obtained at the SEC website at http://www.sec.gov or from Thomas Weisel
Partners LLC by mail at One Montgomery Street, San Francisco, California 94104 or by telephone at
(415) 364-2720.
###
The company exempted the investors acquisition of the securities in the offering from its Section
382 rights agreement. However, investors that acquire securities in the offering will be subject to
the applicable restrictions and limitations set forth in the Section 382 rights agreement,
including, for those investors that own, or will own, 4.9 percent or more of Mindspeeds securities
after the completion of the offering, the restriction from acquiring additional Mindspeed
securities (other than those that were acquired in the offering) constituting one-half of one
percent (0.5 percent) or more of Mindspeeds securities outstanding as of the date of the Section
382 rights agreement, as provided in the Section 382 rights agreement.
About Mindspeed Technologies
Mindspeed Technologies, Inc. designs, develops and sells semiconductor solutions for communications
applications in the wireline and wireless network infrastructure, which includes todays separate
but interrelated and converging enterprise, broadband access, metropolitan and wide area networks.
Our products are classified into three focused product families: multiservice access,
high-performance analog and wide area networking communications. Our products are sold to original
equipment manufacturers (OEMs) for use in a variety of network infrastructure equipment, including
voice and media gateways, high-speed routers, switches, access multiplexers, cross-connect systems,
add-drop multiplexers, digital loop carrier equipment, IP private branch exchanges (PBXs), optical
modules, broadcast video systems and wireless base station equipment.
To learn more, visit us at www.mindspeed.com.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Such statements include statements related to the closing of the offering of common stock
and the filing of a prospectus supplement with the SEC. These forward-looking statements are based
on managements current expectations, estimates, forecasts and projections about the company and
are subject to risks and uncertainties that could cause actual results and events to differ
materially from those stated in the forward-looking statements. These risks and uncertainties
include, but are not limited to: cash requirements and terms and availability of financing; future
operating losses; worldwide political and economic uncertainties, and specific conditions in the
markets we address; fluctuations in the price of our common stock and our operating results; loss
of or diminished demand from one or more key customers or distributors; our ability to attract and
retain qualified personnel; constraints in the supply of wafers and other product components from
our third-party manufacturers; pricing pressures and other competitive factors; successful
development and introduction of new products; doing business internationally and our ability to
successfully and cost effectively establish and manage operations in foreign jurisdictions;
industry consolidation; order and shipment uncertainty; our ability to obtain design wins and
develop revenues from them; lengthy sales cycles; the expense of and our ability to defend our
intellectual property against infringement claims by others; product defects and bugs; business
acquisitions and investments; and our ability to utilize our net operating loss carryforwards and
certain other tax attributes. Risks and uncertainties that could cause the companys actual results
to differ from those set forth in any forward-looking statement are discussed in more detail under
Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations in the companys Quarterly Report on
Form 10-Q for the quarter ended January 1, 2010, as well as similar disclosures in the companys
subsequent SEC filings. Forward-looking statements contained in this press release are made only as
of the date hereof, and the company undertakes no obligation to update or revise the
forward-looking statements, whether as a result of new information, future events or otherwise.