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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 11, 2007
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Cirrus Logic, Inc.
(Exact name of registrant as specified in its charter)
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Delaware 0-17795 77-0024818
(State of other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2901 Via Fortuna, Austin, Texas 78746
(Address of principal executive offices) (Zip code)
Registrant's telephone number including area code: (512) 851-4000
Not Applicable
(Former name or former address if changed from last report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On July 11, 2007, Cirrus Logic, Inc. (the "Company") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Apex Acquisition
Company, an Arizona corporation and wholly owned subsidiary of the Company
("Merger Sub"), Apex Microtechnology Corporation, an Arizona corporation
("Apex"), James A. Unruh (as Representative), and certain Apex equityholders.
The Merger Agreement provides for the acquisition of Apex by the Company
pursuant to the merger of Merger Sub with and into Apex, with Apex being the
surviving corporation (the "Merger"). Upon completion of the Merger, Apex will
be a direct, wholly owned subsidiary of the Company.
Subject to the terms of the Merger Agreement, including the closing
conditions set forth therein, the Company will pay aggregate cash consideration
of approximately $42 million to the Apex equityholders, subject to customary
closing adjustments, including without limitation deduction for Apex's
outstanding indebtedness, transaction expenses and certain severance
obligations, and adjustments based upon Apex's net working capital immediately
prior to the closing date.
The Merger Agreement contains customary representations, warranties and
covenants of each of the parties thereto, and is subject to a number of
customary closing conditions. Both Apex and the Company have the right to
terminate the Merger Agreement under certain circumstances, including if the
Merger has not been completed by August 31, 2007.
The Merger Agreement also provides that $6.3 million of the purchase price
will be placed into an escrow account to indemnify the Company against losses
resulting from breaches of Apex's representations, warranties, covenants and
agreements, certain environmental matters, claims regarding dissenting
shareholders and certain other matters. In addition, to the extent that the
escrow fund is insufficient, Apex's equityholders have agreed to indemnify the
Company for losses resulting from breaches of certain of Apex's representations
and warranties, covenants and agreements, and certain environmental matters,
subject to the limitations set forth in the Merger Agreement.
A copy of the Merger Agreement is filed as Exhibit 2.1 to this Current
Report on Form 8-K. The descriptions of the Merger Agreement included in this
Current Report on Form 8-K are qualified in their entirety by the terms and
conditions of the Merger Agreement.
Item 7.01. Regulation FD Disclosure.
On July 12, 2007, the Company issued a press release announcing that the
Company had entered into the Merger Agreement. The press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference
into this Item 7.01.
In accordance with General Instruction B.2 of Form 8-K, the information set
forth in this Item 7.01 and in the attached Exhibit 99.1 are deemed to be
furnished and shall not be deemed to be "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall
such information and Exhibit be deemed incorporated by reference in any filing
under the Securities Act of 1933 or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated July 11, 2007, by and among
Cirrus Logic, Inc., Apex Acquisition Company, Apex
Microtechnology Corporation, AMI Group, LLC, Midwest-Apex LLC,
Debbie Drysdale, Gregory L. Brenna, David Cox, Daniel Reid,
James Thompson and James A. Unruh (as Representative).*
99.1 Press Release issued on July 12, 2007 announcing that the
Company had entered into the Merger Agreement.**
* All exhibits and schedules have been omitted from the filed copy of the
Merger Agreement, and the registrant will furnish supplementally a copy of
such exhibits and schedules to the Commission upon request.
** In accordance with General Instruction B.2 of Form 8-K, the information set
forth in the attached Exhibit 99.1 is deemed to be furnished and shall not
be deemed to be "filed" for purposes of the Exchange Act.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: July 12, 2007
CIRRUS LOGIC, INC.
By: /s/ Thurman K. Case
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Thurman K. Case
Vice President & Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated July 11, 2007, by and among
Cirrus Logic, Inc., Apex Acquisition Company, Apex
Microtechnology Corporation, AMI Group, LLC, Midwest-Apex LLC,
Debbie Drysdale, Gregory L. Brenna, David Cox, Daniel Reid,
James Thompson and James A. Unruh (as Representative).*
99.1 Press Release issued on July 12, 2007 announcing that the
Company had entered into the Merger Agreement.**
* All exhibits and schedules have been omitted from the filed copy of the
Merger Agreement, and the registrant will furnish supplementally a copy of
such exhibits and schedules to the Commission upon request.
** In accordance with General Instruction B.2 of Form 8-K, the information set
forth in the attached Exhibit 99.1 is deemed to be furnished and shall not
be deemed to be "filed" for purposes of the Exchange Act.