UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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) June 23, 2005
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Semtech Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-6395 95-2119684
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(Commission File Number) (IRS Employer Identification No.)
200 Flynn Road
Camarillo, California 93012-8790
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(Address of Principal Executive Offices) (Zip Code)
805-498-2111
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(Registrant's Telephone Number, Including Area Code)
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(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:
|_| 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))
Item 2.01 Completion of Acquisition or Disposition of Assets
On June 23, 2005 Semtech Corporation, through its wholly-owned Swiss subsidiary,
Semtech International AG, acquired all of the outstanding shares of Xemics SA
from twenty-one sellers in a cash for stock transaction pursuant to the Share
Purchase and Sales Agreement ("Agreement") that was previously filed as Exhibit
10.1 to Semtech's Form 8-K filed on June 20, 2005 and that is incorporated
herein by reference. The names of the twenty-one selling shareholders are set
forth in the Agreement.
The transaction with Xemics shareholders is valued at approximately $59 million,
assuming all variable portions of the purchase price are paid and including
payments associated with certain shareholder loans that have been assigned to
and assumed by Semtech International. Semtech International paid $43 million
upon closing of the transaction. An additional $16 million may be payable if
Xemics meets certain performance objectives during an earnout period of
approximately one year. The purchase price is subject to a reduction for social
security, pension and stamp duty obligations to be paid post-closing that are
related to certain employee stock options exercised before closing; this
adjustment will not impact the total cash outlay associated with the
transaction.
The foregoing description of the terms of the transaction does not purport to be
complete and is qualified in its entirety by the Agreement.
Item 7.01. Regulation FD Disclosure
On June 24, 2005, the Registrant issued a press release containing forward
looking statements, including with respect to the effect of the Xemics
acquisition on its future performance and financial results. A copy of the press
release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 (including the exhibit hereto) is
being furnished and shall not be deemed "filed" for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section. The information in this Item 7.01 (including the
exhibit hereto) shall not be incorporated by reference into any registration
statement or other document pursuant to the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference to this Item 7.01
in such filing.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
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Exhibit 99.1 Press Release of the Registrant dated June 24, 2005.
Exhibit 99.2 Share Purchase and Sales Agreement that was previously
filed as Exhibit 10.1 to Semtech's Form 8-K filed on
June 20, 2005 is incorporated herein by reference.
SIGNATURE
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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.
Date: June 24, 2005 SEMTECH CORPORATION
By: /s/ David G. Franz, Jr.
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David G. Franz, Jr.
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit Number Description of Document
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99.1 Press Release of the Registrant dated June 24, 2005
99.2 Share Purchase and Sales Agreement that was
previously filed as Exhibit 10.1 to Semtech's
Form 8-K filed on June 20, 2005 is incorporated
herein by reference.