Mga Batayang Estadistika
CIK | 310568 |
SEC Filings
SEC Filings (Chronological Order)
December 12, 2024 |
Table of Contents Filed Pursuant to Rule 424(b)(2) Registration File No. 333-277512 PROSPECTUS SUPPLEMENT (To prospectus dated February 29, 2024) $2,000,000,000 Microchip Technology Incorporated $1,000,000,000 4.900% Senior Notes due 2028 $1,000,000,000 5.050% Senior Notes due 2030 We are offering $1,000,000,000 aggregate principal amount of 4.900% Senior Notes due 2028 (the “2028 Notes”) and $1,0 |
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December 12, 2024 |
Exhibit 107 Calculation of Filing Fee Tables S-3 Microchip Technology Incorporated (Issuer) Atmel Corporation (Subsidiary Guarantor) Microchip Holding Corporation (Subsidiary Guarantor) Microchip Technology LLC (Subsidiary Guarantor) Microsemi Corporation (Subsidiary Guarantor) Microchip Storage Solutions LLC (Subsidiary Guarantor) Silicon Storage Technology Inc. |
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December 11, 2024 |
424B2 Table of Contents The information in this preliminary prospectus supplement is not complete and may be changed. |
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March 6, 2024 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(2)(1) (Form Type) Microchip Technology Incorporated (Issuer) Atmel Corporation (Subsidiary Guarantor) Microchip Holding Corporation (Subsidiary Guarantor) Microchip Technology LLC (Subsidiary Guarantor) Microsemi Corporation (Subsidiary Guarantor) Microsemi Storage Solutions, Inc. |
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March 6, 2024 |
$1,000,000,000 Microchip Technology Incorporated 5.050% Senior Notes due 2029 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration File No. 333-277512 PROSPECTUS SUPPLEMENT (To prospectus dated February 29, 2024) $1,000,000,000 Microchip Technology Incorporated 5.050% Senior Notes due 2029 We are offering $1,000,000,000 aggregate principal amount of Senior Notes due 2029 (the “Notes”). The Notes will bear interest at the rate of 5.050% per year. Interest on the N |
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March 5, 2024 |
SUBJECT TO COMPLETION, DATED MARCH 5, 2024 Microchip Technology Incorporated $ % Senior Notes due 20 Table of Contents The information in this preliminary prospectus supplement is not complete and may be changed. |
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February 29, 2024 |
Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) N |
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February 29, 2024 |
Exhibit 4.1 MICROCHIP TECHNOLOGY INCORPORATED INDENTURE Dated as of February 29, 2024 COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 4 Section 1.3 Incorporation by Reference of Trust Indenture Act 4 Section 1.4 Rules of Construction 5 ARTICLE II THE SECU |
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February 29, 2024 |
As filed with the Securities and Exchange Commission on February 29, 2024 Table of Contents As filed with the Securities and Exchange Commission on February 29, 2024 Registration No. |
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February 29, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-3 (Form Type) Microchip Technology Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Regist |
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February 29, 2024 |
Exhibit 22.1 The following subsidiaries of Microchip Technology Incorporated (“Microchip”) may be issuers of guarantees of the registered debt securities of Microchip from time to time under that certain indenture dated February 29, 2024, by and between Microchip and Computershare Trust Company, National Association, as trustee. Name of Subsidiary Jurisdiction of Organization Atmel Corporation Del |
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February 14, 2019 |
MSCC / Microsemi Corp. / WADDELL & REED FINANCIAL INC - MICROSEMI CORPORATION Passive Investment Microsemi Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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February 14, 2019 |
Power of Attorney EXHIBIT 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned, Waddell & Reed Financial, Inc. |
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February 14, 2019 |
Joint Filing Agreement EXHIBIT 1 JOINT FILING AGREEMENT Waddell & Reed Financial, Inc. |
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February 14, 2019 |
Identification and Classification of the Subsidiary Which Acquired the Security EXHIBIT 2 Ivy Investment Management Company - Tax ID No. 03-0481447 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 |
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June 8, 2018 |
15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 0-8866 MICROSEMI CORPORATION (Exact name of registrant as specified i |
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May 31, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT MICROSEMI CORPORATION (Exact Name Of Registrant As Specified In Its Charter) Delaware 0-8866 95-2110371 (State Or Other Jurisdiction Of Incorporation) (Commission File No.) (IRS Employer Identification No.) One Enterprise, Aliso Viejo, California 92656 (Address of Principal Executive Offic |
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May 31, 2018 |
Conflict Minerals Report For The Calendar Year Ended December 31, 2017 Exhibit 1.01 Microsemi Corporation Conflict Minerals Report For The Calendar Year Ended December 31, 2017 Introduction Microsemi Corporation is a leading designer, manufacturer and marketer of high-performance analog and mixed-signal semiconductor solutions differentiated by power, security, reliability and performance. Unless the context otherwise requires, the "Company," "Microsemi," "we," "our, |
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May 30, 2018 |
MSCC / Microsemi Corp. S-8 POS S-8 POS 1 d564097ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No. 033-62563 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 95-2110371 |
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May 30, 2018 |
MSCC / Microsemi Corp. S-8 POS S-8 POS 1 d564097ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No. 333-192678 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 95-2110371 |
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May 30, 2018 |
MSCC / Microsemi Corp. S-8 POS S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No. |
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May 30, 2018 |
MSCC / Microsemi Corp. S-8 POS S-8 POS 1 d564097ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No. 333-135678 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-4 ON FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delawar |
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May 30, 2018 |
MSCC / Microsemi Corp. S-8 POS S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No. |
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May 30, 2018 |
MSCC / Microsemi Corp. S-8 POS S-8 POS 1 d564097ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No. 333-24045 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 95-2110371 |
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May 30, 2018 |
MSCC / Microsemi Corp. S-8 POS S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No. |
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May 30, 2018 |
MSCC / Microsemi Corp. S-8 POS S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No. |
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May 30, 2018 |
MSCC / Microsemi Corp. S-8 POS S-8 POS 1 d564097ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No. 333-171135 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 95-2110371 |
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May 30, 2018 |
MSCC / Microsemi Corp. S-8 POS S-8 POS 1 d564097ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No. 333-150529 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 95-2110371 |
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May 30, 2018 |
MSCC / Microsemi Corp. S-8 POS S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No. |
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May 30, 2018 |
MSCC / Microsemi Corp. S-8 POS S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No. |
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May 30, 2018 |
MSCC / Microsemi Corp. S-8 POS S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No. |
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May 30, 2018 |
MSCC / Microsemi Corp. S-8 POS S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No. |
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May 30, 2018 |
MSCC / Microsemi Corp. S-8 POS S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No. |
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May 30, 2018 |
MSCC / Microsemi Corp. S-8 POS S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No. |
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May 29, 2018 |
8-K/A 1 d581169d8ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2018 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other ju |
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May 29, 2018 |
Amended and Restated Certificate of Incorporation EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATION OF INCORPORATION OF MICROSEMI CORPORATION ARTICLE I The name of the corporation (hereinafter called the “Corporation”) is Microsemi Corporation. ARTICLE II The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, 19808, and the name of the reg |
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May 29, 2018 |
EX-99.1 Exhibit 99.1 CONDITIONAL NOTICE OF REDEMPTION MICROSEMI CORPORATION 9.125% Senior Notes due 2023 CUSIP/ISIN: 595137AB6/US5934GAA9 CUSIP/ISIN: US595137AB69/USU5934GAA95 THIS CONDITIONAL NOTICE OF REDEMPTION (the “Notice”) IS HEREBY GIVEN pursuant to Section 3.03 and Section 3.07(a) of the Senior Notes Indenture, dated as of January 15, 2016 (as amended, supplemented, or otherwise modified, |
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May 29, 2018 |
EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF MICROSEMI CORPORATION Adopted May 29, 2018 TABLE OF CONTENTS Page ARTICLE I — MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 1 1.4 Notice of Stockholders’ Meetings 2 1.5 Quorum 2 1.6 Adjourned Meeting; Notice 2 1.7 Conduct of Business 2 1.8 Voting 3 1.9 Stockholder Action by Written Consent Without a Mee |
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May 29, 2018 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 29, 2018 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commissio |
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May 29, 2018 |
EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF MICROSEMI CORPORATION Adopted May 29, 2018 TABLE OF CONTENTS Page ARTICLE I — MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 1 1.4 Notice of Stockholders’ Meetings 2 1.5 Quorum 2 1.6 Adjourned Meeting; Notice 2 1.7 Conduct of Business 2 1.8 Voting 3 1.9 Stockholder Action by Written Consent Without a Mee |
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May 29, 2018 |
EX-99.1 Exhibit 99.1 CONDITIONAL NOTICE OF REDEMPTION MICROSEMI CORPORATION 9.125% Senior Notes due 2023 CUSIP/ISIN: 595137AB6/US5934GAA9 CUSIP/ISIN: US595137AB69/USU5934GAA95 THIS CONDITIONAL NOTICE OF REDEMPTION (the “Notice”) IS HEREBY GIVEN pursuant to Section 3.03 and Section 3.07(a) of the Senior Notes Indenture, dated as of January 15, 2016 (as amended, supplemented, or otherwise modified, |
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May 29, 2018 |
Amended and Restated Certificate of Incorporation EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATION OF INCORPORATION OF MICROSEMI CORPORATION ARTICLE I The name of the corporation (hereinafter called the “Corporation”) is Microsemi Corporation. ARTICLE II The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, 19808, and the name of the reg |
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May 22, 2018 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 22, 2018 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission File Nu |
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May 15, 2018 |
MCHP / Microchip Technology Inc. DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant þ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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May 9, 2018 |
MCHP / Microchip Technology Inc. DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant þ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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May 9, 2018 |
MSCC / Microsemi Corp. DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confide |
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May 9, 2018 |
8-K 1 tv4932618k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 9, 2018 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incor |
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April 27, 2018 |
MSCC / Microsemi Corp. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended April 1, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number # 000-08866 MICROSEMI CORPORATION (Exact name of Registrant as specified in its charter) Delaware 95-2110371 (State or other jurisdiction of incorporation or organization) (I. |
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April 27, 2018 |
NOTICE OF GRANT OF RESTRICTED STOCK UNIT AWARD UNDER TERMS AND CONDITIONS OF 2008 PERFORMANCE INCENTIVE PLAN Name of Grantee: Total Number of Stock Units Subject to this Grant:1 Date of Grant: This Notice evidences that you have been granted an award of stock units (the "Stock Units") of Microsemi Corporation (the "Corporation") as to the total number set forth above. |
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April 23, 2018 |
MCHP / Microchip Technology Inc. DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant þ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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April 23, 2018 |
8-K 1 tv4916408k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 19, 2018 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorpo |
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April 19, 2018 |
MSCC / Microsemi Corp. DEFINITIVE PROXY STATEMENT TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Rule 14a-101) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
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April 16, 2018 |
MCHP / Microchip Technology Inc. DFAN14A DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ |
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April 4, 2018 |
MSCC / Microsemi Corp. PRELIMINARY PROXY STATEMENT TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Rule 14a-101) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
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March 30, 2018 |
MSCC / Microsemi Corp. DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confide |
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March 3, 2018 |
MCHP / Microchip Technology Inc. DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant þ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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March 2, 2018 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among MICROCHIP TECHNOLOGY INCORPORATED, MAPLE ACQUISITION CORPORATION and MICROSEMI CORPORATION DATED AS OF MARCH 1, 2018 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 13 1.3 Certain Interpretations 16 ARTICLE II THE MERGER 16 2.1 The Merger 16 2.2 The E |
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March 2, 2018 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 1, 2018 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission Fi |
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March 2, 2018 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among MICROCHIP TECHNOLOGY INCORPORATED, MAPLE ACQUISITION CORPORATION and MICROSEMI CORPORATION DATED AS OF MARCH 1, 2018 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 13 1.3 Certain Interpretations 16 ARTICLE II THE MERGER 16 2.1 The Merger 16 2.2 The E |
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March 2, 2018 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 1, 2018 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission Fi |
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March 2, 2018 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among MICROCHIP TECHNOLOGY INCORPORATED, MAPLE ACQUISITION CORPORATION and MICROSEMI CORPORATION DATED AS OF MARCH 1, 2018 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 13 1.3 Certain Interpretations 16 ARTICLE II THE MERGER 16 2.1 The Merger 16 2.2 The E |
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March 2, 2018 |
MCHP / Microchip Technology Inc. FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 2, 2018 (March 1, 2018) MICROCHIP TECHNOLOGY INCORPORATED (Exact Name Of Registrant As Specified In Its Charter) Delaware 0-21184 86-0629024 (State or other Jurisdictio |
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March 2, 2018 |
EX-10.1 Exhibit 10.1 Execution Version JPMorgan Chase Bank, N.A. 383 Madison Avenue New York, New York 10179 March 1, 2018 Microchip Technology Incorporated Credit Facilities Commitment Letter Microchip Technology Incorporated 2355 W. Chandler Blvd. Chandler, Arizona 85224-6199 Attention: Steve Sanghi, Chief Executive Officer and Chairman of the Board, J. Eric Bjornholt, Vice President and Chief F |
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March 1, 2018 |
MSCC / Microsemi Corp. DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ |
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March 1, 2018 |
MSCC / Microsemi Corp. DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ |
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March 1, 2018 |
MCHP / Microchip Technology Inc. DFAN14A DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ |
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March 1, 2018 |
MCHP / Microchip Technology Inc. DFAN14A DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ |
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March 1, 2018 |
MCHP / Microchip Technology Inc. DFAN14A DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ |
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March 1, 2018 |
MCHP / Microchip Technology Inc. DFAN14A DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ |
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March 1, 2018 |
MSCC / Microsemi Corp. DEFA14A DEFA14A 1 d498337ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ |
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March 1, 2018 |
MCHP / Microchip Technology Inc. DFAN14A DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ |
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March 1, 2018 |
MCHP / Microchip Technology Inc. DFAN14A DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ |
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February 16, 2018 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 13, 2018 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Comm |
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February 16, 2018 |
MICROSEMI CORPORATION 2008 PERFORMANCE INCENTIVE PLAN Exhibit MICROSEMI CORPORATION 2008 PERFORMANCE INCENTIVE PLAN 1. PURPOSE OF PLAN The purpose of this Microsemi Corporation 2008 Performance Incentive Plan (this " Plan" ) of Microsemi Corporation, a Delaware corporation (the " Corporation" ), is to promote the success of the Corporation and the interests of the Corporation?s stockholders by providing an additional means through the grant of awards |
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February 14, 2018 |
Power of Attorney EXHIBIT 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned, Waddell & Reed Financial, Inc. |
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February 14, 2018 |
MSCC / Microsemi Corp. / WADDELL & REED FINANCIAL INC - MICROSEMI CORPORATION Passive Investment Microsemi Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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February 14, 2018 |
Joint Filing Agreement EXHIBIT 1 JOINT FILING AGREEMENT Waddell & Reed Financial, Inc. |
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February 14, 2018 |
Identification and Classification of the Subsidiary Which Acquired the Security EXHIBIT 2 Waddell & Reed Investment Management Company - Tax ID No. 48-1106973 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 Ivy Investment Management Company - Tax ID No. 03-0481447 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 |
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February 9, 2018 |
MSCC / Microsemi Corp. / VANGUARD GROUP INC Passive Investment microsemicorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6 )* Name of issuer: Microsemi Corp Title of Class of Securities: Common Stock CUSIP Number: 595137100 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to desi |
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January 31, 2018 |
MSCC / Microsemi Corp. DEFA14A Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Pr |
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January 26, 2018 |
MSCC / Microsemi Corp. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended December 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number # 000-08866 MICROSEMI CORPORATION (Exact name of Registrant as specified in its charter) Delaware 95-2110371 (State or other jurisdiction of incorporation or organization) (I. |
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January 26, 2018 |
MICROSEMI CORPORATION FISCAL 2018 EXECUTIVE NON-EQUITY INCENTIVE PLAN (Adopted December 7, 2017) MICROSEMI CORPORATION FISCAL 2018 EXECUTIVE NON-EQUITY INCENTIVE PLAN (Adopted December 7, 2017) 1. |
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January 26, 2018 |
NOTICE OF GRANT OF PERFORMANCE STOCK UNIT AWARD UNDER TERMS AND CONDITIONS OF 2008 PERFORMANCE INCENTIVE PLAN Name of Grantee: Total Target Number of Stock Units Subject to this Grant1 : Target Number of EPS Stock Units Subject to this Grant1: Target Number of Revenue Stock Units Subject to this Grant1: Date of Grant: This Notice evidences that you have been granted an award of stock units (the “Stock Units”) of Microsemi Corporation (the “Corporation”) as to the “total target” number set forth above. |
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January 25, 2018 |
Microsemi Reports First Quarter 2018 Results EX-99.1 2 ex991mscc2018q1earningsrel.htm EXHIBIT 99.1 FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Senior Vice President of Corporate Development Tel: 949-380-6100 Microsemi Reports First Quarter 2018 Results - Net Sales of $468.7 Million, up 7.6 Percent from Prior Year - GAAP Operating Margin of 12.7 P |
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January 25, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 25, 2018 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commi |
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December 20, 2017 |
MSCC / Microsemi Corp. DEFA14A Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Pr |
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December 20, 2017 |
MSCC / Microsemi Corp. DEF 14A Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Pr |
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November 27, 2017 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 21, 2017 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Comm |
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November 27, 2017 |
AMENDMENT NO. 4 TO CREDIT AGREEMENT EX-10.1 2 ex101-amendno4toca.htm EXHIBIT 10.1 AMENDMENT NO. 4 TO CREDIT AGREEMENT AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of November 21, 2017 (this "Amendment"), entered into by and among MICROSEMI CORPORATION, a Delaware corporation (the "Borrower"), the undersigned Subsidiary Guarantors, MORGAN STANLEY SENIOR FUNDING, INC. ("MSSF"), as administrative agent (in such capacity, the "Administ |
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November 14, 2017 |
MICROSEMI CORPORATION FISCAL 2017 EXECUTIVE NON-EQUITY INCENTIVE PLAN (Adopted December 8, 2016) EXHIBIT 10.3 MICROSEMI CORPORATION FISCAL 2017 EXECUTIVE NON-EQUITY INCENTIVE PLAN (Adopted December 8, 2016) 1. Purpose. The purpose of this Microsemi Corporation Fiscal 2017 Executive Non-Equity Incentive Plan (this "Plan") is to promote the success of Microsemi Corporation, a Delaware corporation, (the "Company") by (i) compensating and rewarding participating executives with bonuses for the ac |
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November 14, 2017 |
EX-10.2.4 2 msccex1024201710k.htm EXHIBIT 10.2.4 NOTICE OF GRANT OF PERFORMANCE STOCK UNIT AWARD UNDER TERMS AND CONDITIONS OF 2008 PERFORMANCE INCENTIVE PLAN Name of Grantee: Total Target Number of Stock Units Subject to this Grant Target Number of EPS Stock Units Subject to this Grant1: Target Number of Revenue Stock Units Subject to this Grant1: Date of Grant: This Notice evidences that you hav |
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November 14, 2017 |
MSCC / Microsemi Corp. 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 1, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number # 000-08866 MICROSEMI CORPORATION (Exact name of Registrant as specified in its charter) Delaware 95-2110371 (State or other jurisdiction of incorporation or organization) (I. |
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November 14, 2017 |
EXHIBIT 21 Microsemi Corporation Subsidiaries As of November 14, 2017 Name of Microsemi Corporation Subsidiary Jurisdiction Microsemi Corp. |
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November 9, 2017 |
Microsemi Reports Fourth Quarter and Fiscal Year 2017 Results Exhibit FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Senior Vice President of Corporate Development Tel: 949-380-6100 Microsemi Reports Fourth Quarter and Fiscal Year 2017 Results - Record Fourth Quarter Net Sales of $475.3 Million , Up 5.6 Percent from Prior Year and Up 3.7 Percent Sequentially - Recor |
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November 9, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 9, 2017 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commi |
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October 26, 2017 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 26, 2017 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commi |
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October 26, 2017 |
Exhibit FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Senior Vice President of Corporate Development Tel: 949-380-6100 Microsemi to Acquire High Performance Timing Business of Vectron International from Knowles Corp. ? Expands high performance timing product portfolio ? Leverages market presence in aeros |
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September 7, 2017 |
POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints each person who at the time of acting pursuant to this Power of Attorney is the Chief Financial Officer, Chief Legal Officer, or Corporate Controller of Microsemi Corporation, a Delaware corporation (the "Company"), each acting singly, my true and lawful attorney-in-fact to: (1) prepare and execute for me and on my behalf, and submit to the U. |
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July 28, 2017 |
MSCC / Microsemi Corp. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended July 2, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number # 000-08866 MICROSEMI CORPORATION (Exact name of Registrant as specified in its charter) Delaware 95-2110371 (State or other jurisdiction of incorporation or organization) (I. |
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July 27, 2017 |
Microsemi Corporation Announces New $250 Million Stock Repurchase Program Exhibit FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Senior Vice President of Corporate Development Tel: 949-380-6100 Microsemi Corporation Announces New $250 Million Stock Repurchase Program ALISO VIEJO, Calif.?July 27, 2017?Microsemi Corporation (Nasdaq: MSCC) , a leading provider of semiconductor sol |
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July 27, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 26, 2017 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission File N |
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July 27, 2017 |
Microsemi Reports Third Quarter 2017 Results Exhibit FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Senior Vice President of Corporate Development Tel: 949-380-6100 Microsemi Reports Third Quarter 2017 Results - Record Net Sales of $458.1 million , up 6.2 Percent from Prior Year and up 3.4 Percent Sequentially - GAAP and Non-GAAP Gross Margin of 63. |
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July 10, 2017 |
MSCC / Microsemi Corp. / PRICE T ROWE ASSOCIATES INC /MD/ - MSCC AS OF 06/30/2017 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) MICROSEMI CORP (Name of Issuer) COMMON STOCK (Title of Class of Securities) 595137100 (CUSIP Number) June 30, 2017 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed: |
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May 31, 2017 |
Microsemi Corporation Conflict Minerals Report For The Calendar Year Ended December 31, 2016 Exhibit Exhibit 1.01 Microsemi Corporation Conflict Minerals Report For The Calendar Year Ended December 31, 2016 Introduction Microsemi Corporation is a leading designer, manufacturer and marketer of high-performance analog and mixed-signal semiconductor solutions differentiated by power, security, reliability and performance. Unless the context otherwise requires, the "Company," "Microsemi," "we |
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May 31, 2017 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) 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 exe |
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May 26, 2017 |
Microsemi 8-K (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 24, 2017 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commissio |
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May 26, 2017 |
Microsemi Announces Early Results of Tender Offer Exhibit FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Senior Vice President of Corporate Development Tel: 949-380-6100 Microsemi Announces Early Results of Tender Offer ALISO VIEJO, Calif.- May 25, 2017- Microsemi Corporation (Nasdaq: MSCC) (the ?Company? or ?Microsemi?) today announced the early results |
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May 19, 2017 |
INCREASE REVOLVING JOINDER NO. 1 TO CREDIT AGREEMENT EX-10.1 2 ex101mscc2017incrementalre.htm EXHIBIT 10.1 INCREASE REVOLVING JOINDER NO. 1 TO CREDIT AGREEMENT This INCREASE REVOLVING JOINDER NO. 1 TO CREDIT AGREEMENT, dated as of May 17, 2017 (this “Joinder”), is entered into by and among MICROSEMI CORPORATION, a Delaware corporation (the “Borrower”), the undersigned Subsidiary Guarantors party hereto, MORGAN STANLEY SENIOR FUNDING, INC., as admini |
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May 19, 2017 |
Microsemi 8-K (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 17, 2017 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commissio |
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May 11, 2017 |
Microsemi 8-K (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 11, 2017 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commissio |
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May 11, 2017 |
Microsemi Announces Cash Tender Offer for Its 9.125 Percent Senior Notes Exhibit FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Senior Vice President of Corporate Development Tel: 949-380-6100 Microsemi Announces Cash Tender Offer for Its 9.125 Percent Senior Notes ALISO VIEJO, Calif.?May 11, 2017?Microsemi Corporation (Nasdaq: MSCC), a leading provider of semiconductor soluti |
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April 28, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended April 2, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number # 000-08866 MICROSEMI CORPORATION (Exact name of Registrant as specified in its charter) Delaware 95-2110371 (State or other jurisdiction of incorporation or organization) (I. |
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April 27, 2017 |
Microsemi 8-K (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 25, 2017 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commiss |
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April 27, 2017 |
Microsemi Reports Second Quarter 2017 Results Exhibit FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Senior Vice President of Corporate Development Tel: 949-380-6100 Microsemi Reports Second Quarter 2017 Results - Net Sales of $442.9 Million , up 1.7% Sequentially - Record GAAP Gross Margin of 64.1 Percent , up 1,900 Basis Points from Prior Year and |
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April 27, 2017 |
AMENDMENT NO. 3 TO CREDIT AGREEMENT Exhibit AMENDMENT NO. 3 TO CREDIT AGREEMENT AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of April 25, 2017 (this “ Amendment ”), entered into by and among MICROSEMI CORPORATION, a Delaware corporation (the “ Borrower ”), the undersigned Subsidiary Guarantors, MORGAN STANLEY SENIOR FUNDING, INC. (“ MSSF ”), as administrative agent (in such capacity, the “ Administrative Agent ”), the undersigned T |
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February 17, 2017 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 14, 2017 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Comm |
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February 14, 2017 |
MSCC / Microsemi Corp. / Boston Partners - ROBECO INVESTMENT MANAGEMENT INC. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* MICROSEMI CORP (Name of Issuer) Common Stock (Title of Class of Securities) 595137100 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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February 14, 2017 |
MSCC / Microsemi Corp. / WADDELL & REED FINANCIAL INC - MICROSEMI CORPORATION Passive Investment Microsemi Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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February 14, 2017 |
Identification and Classification of the Subsidiary Which Acquired the Security EXHIBIT 2 Waddell & Reed Investment Management Company - Tax ID No. 48-1106973 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 Ivy Investment Management Company - Tax ID No. 03-0481447 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 |
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February 14, 2017 |
Joint Filing Agreement EXHIBIT 1 JOINT FILING AGREEMENT Waddell & Reed Financial, Inc. |
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February 14, 2017 |
Power of Attorney EXHIBIT 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned, Waddell & Reed Financial, Inc. |
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February 10, 2017 |
EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser ? Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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February 10, 2017 |
Microsemi 3G/A (Passive Acquisition of More Than 5% of Shares) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5 )* Name of issuer: Microsemi Corp Title of Class of Securities: Common Stock CUSIP Number: 595137100 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: (X) R |
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February 10, 2017 |
to Schedule 13G Joint Filing Agreement EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 6, 2017 in connection with their beneficial ownership of Microsemi Corp., Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibit is attached and make |
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February 10, 2017 |
Microsemi SC 13G/A (Passive Acquisition of More Than 5% of Shares) SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #8 Under the Securities and Exchange Act of 1934 Microsemi Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 595137100 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi |
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January 31, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended January 1, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number # 000-08866 MICROSEMI CORPORATION (Exact name of Registrant as specified in its charter) Delaware 95-2110371 (State or other jurisdiction of incorporation or organization) (I. |
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January 26, 2017 |
Microsemi 8-K (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 25, 2017 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commi |
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January 26, 2017 |
INCREASE TERM JOINDER NO. 2 TO CREDIT AGREEMENT EX-10.1 2 ex101increasetermjoinderno2.htm EXHIBIT 10.1 INCREASE TERM JOINDER NO. 2 TO CREDIT AGREEMENT INCREASE TERM JOINDER NO. 2 TO CREDIT AGREEMENT, dated as of January 25, 2017 (this “Joinder”), is entered into by and among MICROSEMI CORPORATION, a Delaware corporation (the “Borrower”), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”), |
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January 26, 2017 |
Microsemi Reports First Quarter 2017 Results Exhibit FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Senior Vice President of Corporate Development Tel: 949-380-6100 Microsemi Reports First Quarter 2017 Results - Net Sales of $435.5 Million , up 32.3 Percent from Prior Year - Record GAAP and Non-GAAP Gross Margin of 63.5 Percent , up 640 Basis Points |
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January 26, 2017 |
AMENDMENT NO. 2 TO CREDIT AGREEMENT Exhibit AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of January 25, 2017 (this “ Amendment ”), entered into by and among MICROSEMI CORPORATION, a Delaware corporation (the “ Borrower ”), the undersigned Subsidiary Guarantors, MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “ Administrative Agent ”), the undersigned Term B Len |
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December 21, 2016 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Pr |
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December 21, 2016 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Pr |
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November 16, 2016 |
MICROSEMI CORPORATION DIRECTORS’ COMPENSATION POLICY As Amended Effective November 7, 2016 MICROSEMI CORPORATION DIRECTORS? COMPENSATION POLICY As Amended Effective November 7, 2016 Directors of Microsemi Corporation, a Delaware corporation (the ?Company?), who are not employed by the Company or one of its subsidiaries (?non-employee directors?) are entitled to the compensation set forth below for their service as a member of the Board of Directors (the ?Board?) of the Company. |
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November 16, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 2, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number # 000-08866 MICROSEMI CORPORATION (Exact name of Registrant as specified in its charter) Delaware 95-2110371 (State or other jurisdiction of incorporation or organization) (I. |
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November 16, 2016 |
EXHIBIT 21 Microsemi Corporation Subsidiaries As of November 16, 2016 Name of Microsemi Corporation Subsidiary Jurisdiction Microsemi Corp. |
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November 16, 2016 |
MICROSEMI CORPORATION FISCAL 2016 EXECUTIVE NON-EQUITY INCENTIVE PLAN EX-10.4 3 msccex104201610k.htm EXHIBIT 10.4 MICROSEMI CORPORATION FISCAL 2016 EXECUTIVE NON-EQUITY INCENTIVE PLAN 1. Purpose. The purpose of this Microsemi Corporation Fiscal 2016 Executive Non-Equity Incentive Plan (this “Plan”) is to promote the success of Microsemi Corporation, a Delaware corporation, (the “Company”) by (i) compensating and rewarding participating executives with bonuses for th |
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November 16, 2016 |
EX-10.2.4 2 msccex1024201610k.htm EXHIBIT 10.2.4 NOTICE OF GRANT OF PERFORMANCE STOCK UNIT AWARD UNDER TERMS AND CONDITIONS OF 2008 PERFORMANCE INCENTIVE PLAN Name of Grantee: Total Target Number of Stock Units Subject to this Grant: Target Number of EPS Stock Units Subject to this Grant1: Target Number of Revenue Stock Units Subject to this Grant1: Date of Grant: This Notice evidences that you ha |
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November 10, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 10, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission Fi |
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November 10, 2016 |
Microsemi Reports Fourth Quarter and Fiscal Year 2016 Results Exhibit FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Vice President of Corporate Development Tel: 949-380-6100 Microsemi Reports Fourth Quarter and Fiscal Year 2016 Results - Record Fourth Quarter 2016 Net Sales of $450.1 Million , up 36.9 Percent from the Prior Year and up 4.3 Percent Sequentially - Re |
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September 7, 2016 |
Microsemi 8-K (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 6, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Comm |
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September 7, 2016 |
Microsemi Appoints Kimberly Alexy to its Board of Directors Exhibit CONTACT: Beth P. Quezada Director, Corporate Communications 949-380-6100 [email protected] Microsemi Appoints Kimberly Alexy to its Board of Directors ALISO VIEJO, Calif. ? Sept. 7, 2016 ? Microsemi Corporation (Nasdaq: MSCC) , a leading provider of semiconductor solutions differentiated by power, security, reliability and performance, today announced the appointment of Kimberly Alexy to |
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September 7, 2016 |
POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints each of John Hohener, David Goren, Mark Lin, and each person who at the time of acting pursuant to this Power of Attorney is the Chief Financial Officer or General Counsel of Microsemi Corporation, a Delaware corporation (the "Company"), each acting singly, my true and lawful attorney-in- fact to: (1) prepare and execute for me and on my behalf, and submit to the U. |
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August 2, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended July 3, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number # 000-08866 MICROSEMI CORPORATION (Exact name of Registrant as specified in its charter) Delaware 95-2110371 (State or other jurisdiction of incorporation or organization) (I. |
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July 28, 2016 |
Microsemi Reports Third Quarter 2016 Results Exhibit FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Vice President of Corporate Development Tel: 949-380-6100 Microsemi Reports Third Quarter 2016 Results - Net Sales of $431.4 Million , up 36 Percent from the Prior Year - Record GAAP and Non-GAAP Gross Margin of 61.9 Percent - Record GAAP and Non-GAAP |
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July 28, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 28, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commissi |
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July 27, 2016 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 26, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission File N |
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July 27, 2016 |
Exhibit NOTICE OF GRANT OF PERFORMANCE STOCK UNIT AWARD UNDER TERMS AND CONDITIONS OF 2008 PERFORMANCE INCENTIVE PLAN Name of Grantee: James J. |
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June 30, 2016 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 29, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commissi |
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June 30, 2016 |
AMENDMENT NO. 1 TO CREDIT AGREEMENT EX-10.2 3 ex102amendmentno1.htm EXHIBIT 10.2 AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of June 29, 2016 (this “Amendment”), entered into by and among MICROSEMI CORPORATION, a Delaware corporation (the “Borrower”), the undersigned Subsidiary Guarantors, MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”) |
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June 30, 2016 |
Microsemi Announces Favorable Amendment to Credit Agreement Exhibit FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Vice President of Corporate Development Tel: 949-380-6100 Microsemi Announces Favorable Amendment to Credit Agreement ALISO VIEJO, Calif.?June 30, 2016?Microsemi Corporation (Nasdaq: MSCC), a leading provider of semiconductor solutions differentiated |
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June 30, 2016 |
INCREASE TERM JOINDER TO CREDIT AGREEMENT Exhibit INCREASE TERM JOINDER TO CREDIT AGREEMENT INCREASE TERM JOINDER TO CREDIT AGREEMENT, dated as of June 29, 2016 (this ? Joinder ?), is entered into by and among MICROSEMI CORPORATION, a Delaware corporation (the ? Borrower ?), MORGAN STANLEY SENIOR FUNDING, INC. |
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May 27, 2016 |
Microsemi Corporation Conflict Minerals Report For The Calendar Year Ended December 31, 2015 Exhibit Exhibit 1.01 Microsemi Corporation Conflict Minerals Report For The Calendar Year Ended December 31, 2015 Introduction Microsemi Corporation is a leading designer, manufacturer and marketer of high-performance analog and mixed-signal semiconductor solutions differentiated by power, security, reliability and performance. Unless the context otherwise requires, the "Company," "Microsemi," "we |
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May 27, 2016 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) 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 exe |
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May 4, 2016 |
S-8 As filed with the Securities and Exchange Commission on May 4, 2016 Registration No. |
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May 4, 2016 |
STOCK PURCHASE AGREEMENT MICROSEMI CORPORATION MERCURY SYSTEMS, INC. DATED AS OF MARCH 23, 2016 STOCK PURCHASE AGREEMENT between MICROSEMI CORPORATION and MERCURY SYSTEMS, INC. DATED AS OF MARCH 23, 2016 Table of Contents ARTICLE I PURCHASE AND SALE OF THE INTEREST 1 Section 1.01 Purchase and Sale of the Interest 1 Section 1.02 Closing 1 ARTICLE II PURCHASE PRICE 2 Section 2.01 Purchase Price 2 Section 2.02 Payments at Closing 2 Section 2.03 Estimated Closing Statement 2 Section 2.04 Propose |
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May 4, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended April 3, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number # 000-08866 MICROSEMI CORPORATION (Exact name of Registrant as specified in its charter) Delaware 95-2110371 (State or other jurisdiction of incorporation or organization) (I. |
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May 2, 2016 |
Exhibit 99.1 MICROSEMI FINANCIAL CONTACT: John W. Hohener Executive Vice President and CFO Phone: (949) 380-6100 MICROSEMI INVESTOR CONTACT: Robert C. Adams Vice President of Corporate Development Phone: (949) 380-6100 Microsemi Announces Completion of Sale of Non-Strategic Component of Board Level Systems and Packaging Business for $300 Million to Mercury Systems, Inc. ALISO VIEJO, Calif.?May 2, |
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May 2, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 2, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission File Num |
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April 28, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 28, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission F |
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April 28, 2016 |
Microsemi Reports Record Second Quarter 2016 Results Exhibit FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Vice President of Corporate Development Tel: 949-380-6100 Microsemi Reports Record Second Quarter 2016 Results - Record Net Sales of $444.3 Million , up 50.0 Percent from the Prior Year and up 34.9 Percent Sequentially - Record Non-GAAP Gross Margin o |
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March 30, 2016 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information is based upon the historical financial statements of Microsemi Corporation (?Microsemi?), after giving effect to the acquisition of PMC-Sierra, Inc. |
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March 30, 2016 |
Microsemi 8-K/A (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorpor |
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March 29, 2016 |
Entry into a Material Definitive Agreement 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 23, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission F |
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February 17, 2016 |
POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints each of John Hohener, David Goren, Mark Lin, and each person who at the time of acting pursuant to this Power of Attorney is the Chief Financial Officer or General Counsel of Microsemi Corporation, a Delaware corporation (the "Company"), each acting singly, my true and lawful attorney-in- fact to: (1) prepare and execute for me and on my behalf, and submit to the U. |
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February 16, 2016 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 9, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission |
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February 16, 2016 |
Exhibit MICROSEMI CORPORATION 2008 PERFORMANCE INCENTIVE PLAN 1. PURPOSE OF PLAN The purpose of this Microsemi Corporation 2008 Performance Incentive Plan (this "Plan" ) of Microsemi Corporation, a Delaware corporation (the "Corporation" ), is to promote the success of the Corporation and the interests of the Corporation?s stockholders by providing an additional means through the grant of awards t |
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February 12, 2016 |
EX-99.1 Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser ? Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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February 12, 2016 |
to Schedule 13G Joint Filing Agreement EX-99.2 3 d127325dex992.htm EX-99.2 Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 5, 2016 in connection with their beneficial ownership of Microsemi Corp. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Ex |
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February 12, 2016 |
MSCC / Microsemi Corp. / WADDELL & REED FINANCIAL INC - MICROSEMI CORP Passive Investment SC 13G/A 1 d120476dsc13ga.htm MICROSEMI CORP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 3* Microsemi Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 595137100 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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February 12, 2016 |
MSCC / Microsemi Corp. / Boston Partners - ROBECO INVESTMENT MANAGEMENT INC. Passive Investment SC 13G 1 mscc21216.htm ROBECO INVESTMENT MANAGEMENT INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 MICROSEMI CORP (Name of Issuer) Common Stock (Title of Class of Securities) 595137100 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th |
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February 12, 2016 |
Power of Attorney EXHIBIT 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned, Waddell & Reed Financial, Inc. |
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February 12, 2016 |
Joint Filing Agreement EXHIBIT 1 JOINT FILING AGREEMENT Waddell & Reed Financial, Inc. |
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February 12, 2016 |
Identification and Classification of the Subsidiary Which Acquired the Security EXHIBIT 2 Waddell & Reed Investment Management Company - Tax ID No. 48-1106973 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 Ivy Investment Management Company - Tax ID No. 03-0481447 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 |
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February 12, 2016 |
Microsemi SC 13G/A (Passive Acquisition of More Than 5% of Shares) SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #7 Under the Securities and Exchange Act of 1934 Microsemi Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 595137100 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi |
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February 11, 2016 |
MSCC / Microsemi Corp. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Microsemi Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 595137100 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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February 10, 2016 |
MSCC / Microsemi Corp. / VANGUARD GROUP INC Passive Investment microsemicorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: Microsemi Corp Title of Class of Securities: Common Stock CUSIP Number: 595137100 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box to desi |
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February 2, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended January 3, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number # 000-08866 MICROSEMI CORPORATION (Exact name of Registrant as specified in its charter) Delaware 95-2110371 (State or other jurisdiction of incorporation or organization) (I. |
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February 2, 2016 |
AMENDMENT NO. 7 TO CREDIT AGREEMENT AND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT AMENDMENT NO. 7 TO CREDIT AGREEMENT AND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT AMENDMENT NO. 7 TO CREDIT AGREEMENT AND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 18, 2015 (the ?Amendment?), to (i) the Amended and Restated Credit Agreement, dated as of October 13, 2011, and as amended and supplemented prior to the date hereof (the ?Existing Credit Agreement?), am |
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January 29, 2016 |
S-8 As filed with the Securities and Exchange Commission on January 29, 2016 Registration No. |
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January 29, 2016 |
Exhibit Exhibit 4 PMC-SIERRA, INC. 2008 EQUITY PLAN (as Amended and Restated on February 9, 2012) The following constitute the provisions of the PMC-Sierra, Inc. 2008 Equity Plan, as amended and restated on February 9, 2012, subject to and effective as of the approval by the Company?s stockholders at the Company?s 2012 Annual Meeting of Stockholders (the ?Effective Date?): 1. Purposes of the Plan |
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January 28, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 28, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission Fil |
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January 28, 2016 |
Microsemi Reports Record First Quarter 2016 Results Exhibit FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Vice President of Corporate Development Tel: 949-380-6100 Microsemi Reports Record First Quarter 2016 Results First Quarter Results Include: - Record Net Sales of $329.2 Million , Up 8.5 Percent Over Prior Year - Record GAAP Operating Income of $36.6 |
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January 20, 2016 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporatio |
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January 19, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 15, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission Fil |
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January 19, 2016 |
EX-4.2 3 t1600152ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 EXECUTION VERSION FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “Supplemental Indenture”), dated as of January 15, 2016, among Microsemi Corporation, a Delaware corporation (the “Issuer”), Microsemi Storage Solutions, Inc., a Delaware corporation (“MSS Inc.”), Microsemi Storage Solutions (U.S.), Inc., a Delaware corporation (“MSS |
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January 19, 2016 |
Microsemi Corporation Accepts Shares of PMC-Sierra, Inc. Tendered into Exchange Offer Exhibit 99.1 MICROSEMI FINANCIAL CONTACT: John W. Hohener Executive Vice President and CFO Phone: (949) 380-6100 MICROSEMI INVESTOR CONTACT: Robert C. Adams Vice President of Corporate Development Phone: (949) 380-6100 Microsemi Corporation Accepts Shares of PMC-Sierra, Inc. Tendered into Exchange Offer ALISO VIEJO, California?Jan. 15, 2016?Microsemi Corporation (Nasdaq: MSCC) (?Microsemi?), annou |
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January 19, 2016 |
Exhibit 4.1 EXECUTION VERSION INDENTURE Dated as of January 15, 2016 Between MICROSEMI CORPORATION and THE GUARANTORS NAMED HEREIN and U.S. BANK NATIONAL ASSOCIATION, as Trustee 9.125% SENIOR NOTES DUE 2023 TABLE OF CONTENTS Page Article 1 Definitions and Incorporation by Reference Section 1.01 Definitions 1 Section 1.02 Other Definitions 38 Section 1.03 Reserved 39 Section 1.04 Rules of Construct |
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January 19, 2016 |
Microsemi Corporation Completes Acquisition of PMC-Sierra, Inc. EX-99.2 6 t1600152ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 MICROSEMI FINANCIAL CONTACT: John W. Hohener Executive Vice President and CFO Phone: (949) 380-6100 MICROSEMI INVESTOR CONTACT: Robert C. Adams Vice President of Corporate Development Phone: (949) 380-6100 Microsemi Corporation Completes Acquisition of PMC-Sierra, Inc. ALISO VIEJO, California—Jan. 15, 2016—Microsemi Corporation (Nasdaq: MSCC) |
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January 19, 2016 |
EX-10.1 4 t1600152ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION CREDIT AGREEMENT among MICROSEMI CORPORATION as Borrower The Several Lenders from Time to Time Parties Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent Dated as of January 15, 2016 MORGAN STANLEY SENIOR FUNDING, INC. The Bank of Tokyo-MitsubishI UFJ, LTD. and Deutsche Bank Securitie |
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January 15, 2016 |
Microsemi AMENDMENT NO. 3 TO SCHEDULE TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule TO Amendment No. 3 (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 PMC-SIERRA, INC. (Names of Subject Company) LOIS ACQUISITION CORP. (Offeror) MICROSEMI CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (Title |
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January 15, 2016 |
Filed by Microsemi Corporation pursuant to Rule 425 under the Securities Act of 1933 Subject Company: PMC-Sierra, Inc. |
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January 15, 2016 |
Microsemi Corporation Accepts Shares of PMC-Sierra, Inc. Tendered into Exchange Offer Exhibit (a)(5)(L) MICROSEMI FINANCIAL CONTACT: John W. Hohener Executive Vice President and CFO Phone: (949) 380-6100 MICROSEMI INVESTOR CONTACT: Robert C. Adams Vice President of Corporate Development Phone: (949) 380-6100 Microsemi Corporation Accepts Shares of PMC-Sierra, Inc. Tendered into Exchange Offer ALISO VIEJO, California?Jan. 15, 2016?Microsemi Corporation (Nasdaq: MSCC) (?Microsemi?), |
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January 13, 2016 |
t1600065-424b3 - none - 15.4295428s TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ?Registration File No.: 333-208568? Offer by LOIS ACQUISITION CORP., a direct wholly owned subsidiary of MICROSEMI CORPORATION, to exchange each outstanding share of common stock of PMC-SIERRA, INC. for $9.22 in cash and 0.0771 shares of common stock of Microsemi Corporation THE OFFER AND THE WITHDRAWAL RIGHTS |
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January 13, 2016 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
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January 11, 2016 |
Microsemi Corporation One Enterprise Aliso Viejo, CA 92656 January 11, 2016 VIA EDGAR U. |
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January 11, 2016 |
Microsemi AMENDMENT NO. 2 TO SCHEDULE TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule TO Amendment No. 2 (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 PMC-SIERRA, INC. (Names of Subject Company) LOIS ACQUISITION CORP. (Offeror) MICROSEMI CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (Title |
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January 11, 2016 |
Exhibit 99.1 MICROSEMI FINANCIAL CONTACT: John W. Hohener Executive Vice President and CFO Phone: (949) 380-6100 MICROSEMI INVESTOR CONTACT: Robert C. Adams Vice President of Corporate Development Phone: (949) 380-6100 Microsemi Corporation Provides Acquisition and Business Updates; Announces the Expiration of the HSR Waiting Period ALISO VIEJO, Calif. ?Jan. 11, 2016?Microsemi Corporation (Nasdaq: |
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January 11, 2016 |
Filed by Microsemi Corporation pursuant to Rule 425 under the Securities Act of 1933 Subject Company: PMC-Sierra, Inc. |
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January 11, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 11, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission Fil |
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January 7, 2016 |
Microsemi Announces Private Offering of $450 Million of Senior Notes Exhibit 99.1 MICROSEMI FINANCIAL CONTACT: John W. Hohener Executive Vice President and CFO Phone: (949) 380-6100 MICROSEMI INVESTOR CONTACT: Robert C. Adams Vice President of Corporate Development Phone: (949) 380-6100 Microsemi Announces Private Offering of $450 Million of Senior Notes ALISO VIEJO, Calif., Jan. 7, 2016?Microsemi Corporation (Nasdaq: MSCC) (?Microsemi?) today announced that it int |
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January 7, 2016 |
Microsemi Announces Pricing of $450 Million of Senior Notes Offering Exhibit 99.1 MICROSEMI FINANCIAL CONTACT: John W. Hohener Executive Vice President and CFO Phone: (949) 380-6100 MICROSEMI INVESTOR CONTACT: Robert C. Adams Vice President of Corporate Development Phone: (949) 380-6100 Microsemi Announces Pricing of $450 Million of Senior Notes Offering ALISO VIEJO, Calif., Jan. 7, 2016—Microsemi Corporation (Nasdaq: MSCC) (“Microsemi”) today announced the pricing |
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January 7, 2016 |
Microsemi FORM 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 7, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission File |
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January 7, 2016 |
Microsemi FORM 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 7, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission File |
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January 7, 2016 |
EXCERPTS FROM PRIVATE PRELIMINARY OFFERING MEMORANDUM, DATED JANUARY 7, 2016 t1502944ex99-2 - none - 2.450245s ? Exhibit 99.2? EXCERPTS FROM PRIVATE PRELIMINARY OFFERING MEMORANDUM, DATED JANUARY 7, 2016 Important Information The excerpts are part of a private preliminary offering memorandum for an offering only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1993, as amended (the ?Securities Act?) and to persons outside the Unite |
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January 4, 2016 |
Microsemi AMENDMENT NO. 1 TO SCHEDULE TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule TO Amendment No. 1 (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 PMC-SIERRA, INC. (Names of Subject Company) LOIS ACQUISITION CORP. (Offeror) MICROSEMI CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (Title |
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January 4, 2016 |
Microsemi Corporation Commences Exchange Offer to Acquire PMC-Sierra, Inc. Exhibit (a)(5)(J) MICROSEMI FINANCIAL CONTACT: John W. Hohener Executive Vice President and CFO Phone: (949) 380-6100 MICROSEMI INVESTOR CONTACT: Robert C. Adams Vice President of Corporate Development Phone: (949) 380-6100 Microsemi Corporation Commences Exchange Offer to Acquire PMC-Sierra, Inc. ALISO VIEJO, Calif. ―Dec. 16, 2015―Microsemi Corporation (Nasdaq: MSCC), a leading provider of semico |
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January 4, 2016 |
CONSENT OF QATALYST PARTNERS LP EXHIBIT 99.1 CONSENT OF QATALYST PARTNERS LP We hereby consent to the use in the prospectus/offer to exchange that forms a part of the Registration Statement on Form S-4 of Microsemi Corporation of our opinion dated November 23, 2015 appearing as Annex B to such prospectus/offer to exchange, and to the description of such opinion and to the references to our name contained therein under the headin |
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January 4, 2016 |
CONSENT OF NEEDHAM & COMPANY, LLC Exhibit 99.2 CONSENT OF NEEDHAM & COMPANY, LLC We hereby consent to the inclusion in Amendment No. 1 to the Registration Statement of Microsemi Corporation on Form S-4 and in the prospectus/offer to exchange of Microsemi Corporation, which is part of the Registration Statement, of our opinion dated November 23, 2015 to the Board of Directors of PMC-Sierra, Inc. attached as Annex C to such prospect |
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January 4, 2016 |
MICROSEMI CORPORATION COMPUTATION OF CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES EXHIBIT 12.1 MICROSEMI CORPORATION COMPUTATION OF CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES Year Ended September 27, 2015 September 28, 2014 September 29, 2013 September 30, 2012 October 2, 2011 (amounts in millions) Earnings: Income before tax $ 96.9 $ 23.9 $ 56.1 $ 14.7 $ 22.1 Fixed charges 34.6 35.8 37.2 47.1 21.2 Total earnings available for fixed charges $ 131.5 $ 59.7 $ 93.3 $ 61.8 $ 4 |
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January 4, 2016 |
Microsemi Corporation Enters Definitive Agreement to Acquire PMC-Sierra, Inc. Exhibit (a)(5)(H) MICROSEMI FINANCIAL CONTACT: John W. Hohener Executive Vice President and CFO Phone: (949) 380-6100 MICROSEMI INVESTOR CONTACT: Robert C. Adams Vice President of Corporate Development Phone: (949) 380-6100 PMC MEDIA CONTACT: Kim Mason Manager, Corporate Communications Phone: (604) 415-6239 PMC INVESTOR CONTACT: Joel Achramowicz Director, Investor Relations Phone: (408) 239-8630 M |
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January 4, 2016 |
As filed with the Securities and Exchange Commission on December 31, 2015 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 31, 2015 Registration No. |
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December 31, 2015 |
VIA EDGAR December 31, 2015 Mr. Nicholas P. Panos Special Senior Counsel U.S. Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Re: Microsemi Corporation Registration Statement filed on Form S-4 File No. 333-208568 Filed: December 16, 2015 Schedule TO-T File No. 5-44213 Filed December 16, 2015 Dear Mr. Panos: On behalf of our clients, Microsemi Corporation ( |
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December 21, 2015 |
Microsemi FORM 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 21, 2015 (December 18, 2015) MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorpora |
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December 18, 2015 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Pro |
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December 18, 2015 |
DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Pro |
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December 16, 2015 |
Exhibit (d)(2) CONFIDENTIAL October 30, 2015 VIA E-MAIL: [email protected] David Goren Senior Vice President Business Affairs, Legal and Compliance Microsemi Corporation One Enterprise Aliso Viejo, CA 92656 Re: Evaluation of potential transaction Dear Dave: Microsemi Corporation (?you?) have requested certain information relating to PMC-Sierra, Inc. (the ?Company) and its subsidiaries in connec |
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December 16, 2015 |
EX-99.3 8 t1502884ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 LETTER OF TRANSMITTAL Offer by LOIS ACQUISITION CORP. a direct wholly owned subsidiary of MICROSEMI CORPORATION to exchange each outstanding share of common stock of PMC-SIERRA, INC. for $9.22 in cash and 0.0771 shares of common stock of Microsemi Corporation (subject to the terms and conditions described in the prospectus/offer to exchange a |
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December 16, 2015 |
As filed with the Securities and Exchange Commission on December 16, 2015 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 16, 2015 Registration No. |
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December 16, 2015 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit EXHIBIT 99.6 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION As previously reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2015 (the ?Initial Form 8-K?), on April 28, 2015, Microsemi Corporation (?Microsemi?, "we", "our", and similar terms) through our indirect wholly-owned subsidiary LLIU100 Acquisition Corp. ("Purchaser |
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December 16, 2015 |
VITESSE SEMICONDUCTOR CORPORATION UNAUDITED CONSOLIDATED BALANCE SHEETS Exhibit VITESSE SEMICONDUCTOR CORPORATION UNAUDITED CONSOLIDATED BALANCE SHEETS March 31, 2015 September 30, 2014 (in thousands, except par value) ASSETS Current assets: Cash $ 25,642 $ 71,903 Accounts receivable 9,008 10,850 Inventories 16,144 12,792 Restricted cash 1,609 794 Prepaid expenses and other current assets 1,242 1,047 Total current assets 53,645 97,386 Property, plant and equipment, ne |
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December 16, 2015 |
CONSENT OF QATALYST PARTNERS LP EX-99.1 6 t1502884ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 CONSENT OF QATALYST PARTNERS LP We hereby consent to the use in the prospectus/offer to exchange that forms a part of the Registration Statement on Form S-4 of Microsemi Corporation of our opinion dated November 23, 2015 appearing as Annex B to such prospectus/offer to exchange, and to the description of such opinion and to the references to o |
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December 16, 2015 |
CONSENT OF NEEDHAM & COMPANY, LLC EX-99.2 7 t1502884ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 CONSENT OF NEEDHAM & COMPANY, LLC We hereby consent to the inclusion in the Registration Statement of Microsemi Corporation on Form S-4 and in the prospectus/offer to exchange of Microsemi Corporation, which is part of the Registration Statement, of our opinion dated November 23, 2015 to the Board of Directors of PMC-Sierra, Inc. attached as A |
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December 16, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 PMC-SIERRA, INC. (Names of Subject Company) LOIS ACQUISITION CORP. (Offeror) MICROSEMI CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (Title of Class of Sec |
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December 16, 2015 |
Microsemi Corporation Commences Exchange Offer to Acquire PMC-Sierra, Inc. EX-99.(A)(5)(J) 2 t1502909exa5j.htm EXHIBIT (A)(5)(J) Exhibit (a)(5)(J) MICROSEMI FINANCIAL CONTACT: John W. Hohener Executive Vice President and CFO Phone: (949) 380-6100 MICROSEMI INVESTOR CONTACT: Robert C. Adams Vice President of Corporate Development Phone: (949) 380-6100 Microsemi Corporation Commences Exchange Offer to Acquire PMC-Sierra, Inc. ALISO VIEJO, Calif. ―Dec. 16, 2015―Microsemi Co |
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December 16, 2015 |
EX-99.5 10 t1502884ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 LETTER TO CLIENTS Offer by LOIS ACQUISITION CORP. a direct wholly owned subsidiary of MICROSEMI CORPORATION to exchange each outstanding share of common stock of PMC-SIERRA, INC. for $9.22 in cash and 0.0771 shares of common stock of Microsemi Corporation. (subject to the terms and conditions described in the prospectus/offer to exchange and |
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December 16, 2015 |
? ?Exhibit 99.4? LETTER TO BROKERS, DEALERS COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offer by LOIS ACQUISITION CORP. a direct wholly owned subsidiary of MICROSEMI CORPORATION? to exchange each outstanding share of common stock of PMC-SIERRA, INC.? $9.22 in cash and 0.0771 shares of common stock of Microsemi Corporation (subject to the terms and conditions described in the prospectus/of |
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December 16, 2015 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2015 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) |
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December 10, 2015 |
MSCC / Microsemi Corp. / WADDELL & REED FINANCIAL INC - MICROSEMI CORP Passive Investment Microsemi Corp UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 2* Microsemi Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 595137100 (CUSIP Number) November 30, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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December 10, 2015 |
Power of Attorney EXHIBIT 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned, Waddell & Reed Financial, Inc. |
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December 10, 2015 |
Joint Filing Agreement EXHIBIT 1 JOINT FILING AGREEMENT Waddell & Reed Financial, Inc. |
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December 10, 2015 |
Identification and Classification of the Subsidiary Which Acquired the Security EXHIBIT 2 Waddell & Reed Investment Management Company - Tax ID No. 48-1106973 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 Ivy Investment Management Company - Tax ID No. 03-0481447 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 |
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December 3, 2015 |
Microsemi 8-K (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 3, 2015 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission |
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December 3, 2015 |
FOURTH AMENDED AND RESTATED BYLAWS MICROSEMI CORPORATION Article I Exhibit Exhibit 3.1 FOURTH AMENDED AND RESTATED BYLAWS OF MICROSEMI CORPORATION Article I OFFICES Section 1. Registered Office . The registered office within the State of Delaware shall be at 306 South State Street, Dover, Delaware 19901. Section 2. Other Offices . The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may |
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November 30, 2015 |
Filed by Microsemi Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: PMC-Sierra Inc. |
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November 25, 2015 |
Microsemi Corporation Enters Definitive Agreement to Acquire PMC-Sierra, Inc. Exhibit 99.1 MICROSEMI FINANCIAL CONTACT: John W. Hohener Executive Vice President and CFO Phone: (949) 380-6100 MICROSEMI INVESTOR CONTACT: Robert C. Adams Vice President of Corporate Development Phone: (949) 380-6100 PMC MEDIA CONTACT: Kim Mason Manager, Corporate Communications Phone: (604) 415-6239 PMC INVESTOR CONTACT: Joel Achramowicz Director, Investor Relations Phone: (408) 239-8630 Micros |
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November 25, 2015 |
MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, NY 10036 Exhibit 10.1 Execution Version MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, NY 10036 CONFIDENTIAL November 17, 2015 Microsemi Corporation One Enterprise Aliso Viejo, CA 92656 Attention: John Hohener Chief Financial Officer Project Forest $350,000,000 Senior Secured Revolving Credit Facility $375,000,000 Senior Secured Term Loan A Facility $2,200,000,000 Senior Secured Term Loan B Fa |
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November 25, 2015 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among MICROSEMI CORPORATION, LOIS ACQUISITION CORP., and PMC-SIERRA, INC. November 24, 2015 Table of Contents Page Article I DEFINITIONS AND TERMS 2 Section 1.1 Definitions 2 Section 1.2 Other Definitional Provisions; Interpretation. 15 Article II THE OFFER 15 Section 2.1 The Offer. 15 Section 2.2 Company Action. 18 Article III THE MERGER 19 Section |
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November 25, 2015 |
MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, NY 10036 Exhibit 10.1 Execution Version MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, NY 10036 CONFIDENTIAL November 17, 2015 Microsemi Corporation One Enterprise Aliso Viejo, CA 92656 Attention: John Hohener Chief Financial Officer Project Forest $350,000,000 Senior Secured Revolving Credit Facility $375,000,000 Senior Secured Term Loan A Facility $2,200,000,000 Senior Secured Term Loan B Fa |
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November 25, 2015 |
Microsemi FORM 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 24, 2015 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission Fi |
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November 25, 2015 |
MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, NY 10036 Exhibit 10.2 EXECUTION VERSION MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, NY 10036 CONFIDENTIAL November 5, 2015 Microsemi Corporation One Enterprise Aliso Viejo, CA 92656 Attention: John Hohener Chief Financial Officer The Bank of Tokyo-Mitsubishi UFJ, Ltd. (?BTMU?) 1251 Avenue of the Americas New York, New York 10020 Deutsche Bank Securities Inc. (?DBSI?) Deutsche Bank AG New Yo |
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November 25, 2015 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among MICROSEMI CORPORATION, LOIS ACQUISITION CORP., and PMC-SIERRA, INC. November 24, 2015 Table of Contents Page Article I DEFINITIONS AND TERMS 2 Section 1.1 Definitions 2 Section 1.2 Other Definitional Provisions; Interpretation. 15 Article II THE OFFER 15 Section 2.1 The Offer. 15 Section 2.2 Company Action. 18 Article III THE MERGER 19 Section |
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November 25, 2015 |
Microsemi FORM 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 24, 2015 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission Fi |
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November 25, 2015 |
Microsemi Corporation Enters Definitive Agreement to Acquire PMC-Sierra, Inc. Exhibit 99.1 MICROSEMI FINANCIAL CONTACT: John W. Hohener Executive Vice President and CFO Phone: (949) 380-6100 MICROSEMI INVESTOR CONTACT: Robert C. Adams Vice President of Corporate Development Phone: (949) 380-6100 PMC MEDIA CONTACT: Kim Mason Manager, Corporate Communications Phone: (604) 415-6239 PMC INVESTOR CONTACT: Joel Achramowicz Director, Investor Relations Phone: (408) 239-8630 Micros |
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November 25, 2015 |
MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, NY 10036 Exhibit 10.2 EXECUTION VERSION MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, NY 10036 CONFIDENTIAL November 5, 2015 Microsemi Corporation One Enterprise Aliso Viejo, CA 92656 Attention: John Hohener Chief Financial Officer The Bank of Tokyo-Mitsubishi UFJ, Ltd. (?BTMU?) 1251 Avenue of the Americas New York, New York 10020 Deutsche Bank Securities Inc. (?DBSI?) Deutsche Bank AG New Yo |
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November 18, 2015 |
Microsemi FILED PURSUANT TO RULE 425 (Prospectus) Filed by Microsemi Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: PMC-Sierra Inc. |
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November 12, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 27, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number # 000-08866 MICROSEMI CORPORATION (Exact name of Registrant as specified in its charter) Delaware 95-2110371 (State or other jurisdiction of incorporation or organization) (I. |
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November 12, 2015 |
Microsemi Corporation Summary of Compensation Arrangements for Named Executive Officers Exhibit 10.11 Microsemi Corporation Summary of Compensation Arrangements for Named Executive Officers Base Salaries. The current annual base salaries for the named executive officers of Microsemi Corporation (the ?Company?) are as follows: Name Job Title Base Salary James J. Peterson Chairman of the Board and Chief Executive Officer $ 805,000 Paul H. Pickle President and Chief Operating Officer $ |
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November 12, 2015 |
Exhibit 10.7 EXECUTIVE RETENTION AGREEMENT THIS EXECUTIVE RETENTION AGREEMENT (this ?Agreement?) dated as of November 18, 2013 is made by and between Paul Pickle (?Executive?) and MICROSEMI CORPORATION, a Delaware corporation (?Company?). NOW, THEREFORE, for good and valuable considerations, receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Term. The term o |
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November 12, 2015 |
EXHIBIT 21 Microsemi Corporation Subsidiaries As of November 12, 2015 Name of Microsemi Corporation Subsidiary Jurisdiction Microsemi Corp. |
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November 10, 2015 |
Filed by Microsemi Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: PMC-Sierra Inc. |