Attached files
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| EX-99.1 - PERICOM SEMICONDUCTOR CORP | v195959_ex99-1.htm |
Washington,
DC 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): September 3, 2010 (August 31,
2010)
PERICOM
SEMICONDUCTOR CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
California
(State or
Other Jurisdiction of Incorporation)
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0-27026
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77-025462
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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3545
North First Street, San Jose, California 95134
(Address
of Principal Executive Offices) (Zip Code)
(408)
435-0800
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
On August
8, 2010, Pericom Semiconductor Corporation (“Pericom”) entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with PTI Acquisition Subsidiary
Inc., a wholly-owned subsidiary of Pericom, Pericom Technology Inc. (“PTI”) and
Yuk Kin Wong as the representative of the Securityholders of PTI as defined in
the Merger Agreement.
As of
August 31, 2010, Pericom completed the acquisition of PTI pursuant to the terms
of the Merger Agreement. The acquisition was effected pursuant to a
merger of Merger Sub into PTI, with PTI continuing as the surviving corporation
and a wholly-owned subsidiary of Pericom Asia Limited (“PAL”), which is in turn
a wholly-owned subsidiary of Pericom (the “Merger”).
Under the
Merger Agreement, Pericom paid approximately $30.6 million upon the closing of
the Merger for the remaining 59.6% fully diluted ownership in PTI not held by
Pericom, which includes an initial working capital adjustment at closing as
provided for in the Merger Agreement. Up to an additional
approximately $6 million in earn-out consideration and bonus payments is also
payable by Pericom pursuant to the Merger Agreement upon achievement of gross
profit milestones during a one year earn-out period. Portions of the
merger consideration are being held in an escrow fund in respect of the PTI
shareholders’ indemnity obligations owed to Pericom and in a fund relating to a
potential, additional working capital adjustment.
Further
information concerning this transaction, including information otherwise
required under this Item 2.01, is set forth in Item 1.01 of Pericom’s Form 8-K
filed on August 12, 2010, and in a copy of the Merger Agreement filed with that
Form 8-K as Exhibit 2.1, and such Item 1.01 and Exhibit 2.1 are incorporated by
reference in this report.
Item
7.01 Regulation
FD Disclosure.
On
September 1, 2010, Pericom issued a press release announcing that Pericom had
completed the transaction contemplated by the Merger Agreement, a copy of which
is furnished as Exhibit 99.1 hereto. The information in this Item 7.01 and
Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference in such filing.
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a.
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Financial Statements
of Business Acquired.
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Financial
statements required by this item and by item 9.01 (b), with respect to the
acquisition described in Item 2.01 herein, shall be filed as soon as
practicable, and in any event not later than 71 days after the date that this
initial Current Report on Form 8-K was required to be filed pursuant to Item
2.01.
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b.
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Pro Forma Financial
Information
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See
response to Item 9.01 (a).
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d.
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Exhibits
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Exhibit
99.1 is being furnished with this Current Report on Form 8-K:
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Exhibit
No.
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Description
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2.1
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Agreement
and Plan of Merger dated as of August 8, 2010, by and among Pericom
Semiconductor Corporation, PTI Acquisition Subsidiary Inc., Pericom
Technology Inc., and Yuk Kin Wong in his capacity as the representative of
the Securityholders, which was filed as exhibit 2.1 to Pericom’s Form 8-K,
filed on August 12, 2010 and incorporated by reference
herein. The schedules to the agreement, as set forth in the
agreement, have not been filed herewith pursuant to Item 601(b)(2) of
Regulation S-K. Pericom agrees to furnish supplementally a copy of any
omitted schedule to the Securities and Exchange Commission upon
request.
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99.1
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Press
Release dated September 1,
2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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PERICOM
SEMICONDUCTOR CORPORATION
(the
Registrant)
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By:
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/s/ Aaron Tachibana | |
| Aaron Tachibana | |||
| Chief Financial Officer | |||
| Dated: September 3, 2010 | |||
EXHIBIT
INDEX
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Exhibit
No.
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Description
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2.1
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Agreement
and Plan of Merger dated as of August 8, 2010, by and among Pericom
Semiconductor Corporation, PTI Acquisition Subsidiary Inc., Pericom
Technology Inc., and Yuk Kin Wong in his capacity as the representative of
the Securityholders, which was filed as exhibit 2.1 to Pericom’s Form 8-K,
filed on August 12, 2010 and incorporated by reference
herein. The schedules to the agreement, as set forth in the
agreement, have not been filed herewith pursuant to Item 601(b)(2) of
Regulation S-K. Pericom agrees to furnish supplementally a copy
of any omitted schedule to the Securities and Exchange Commission upon
request.
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99.1
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Press
Release dated September 1,
2010.
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