GIGPEAK, INC. (NYSEMKT:GIG) Files An 8-K Results of Operations and Financial Condition
Item 2.02.
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Results of Operations and Financial Condition.
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The following information is intended to be furnished under Item
2.02 of Form 8-K, Results of Operations and Financial Condition.
This information shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference
in such a filing.
2.02 of Form 8-K, Results of Operations and Financial Condition.
This information shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference
in such a filing.
On February 13, 2017, GigPeak, Inc. (the Company) posted to its
corporate website a slide presentation (the Corporate
Presentation) including information pertaining to its financial
results for the three months and twelve months ended December 31,
2016. The full Corporate Presentation is furnished as Exhibit
99.1 and is incorporated herein by reference.
corporate website a slide presentation (the Corporate
Presentation) including information pertaining to its financial
results for the three months and twelve months ended December 31,
2016. The full Corporate Presentation is furnished as Exhibit
99.1 and is incorporated herein by reference.
| Item 8.01. |
Other Events.
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As previously disclosed in the Current Report on Form 8-K filed
on February 13, 2017 by GigPeak, Inc. (the Company), on February
13, 2017, the Company, Integrated Device Technology, Inc., a
Delaware corporation (Parent), and Parents newly formed, wholly
owned subsidiary, Glider Merger Sub, Inc., a Delaware corporation
(the Purchaser), entered into an Agreement and Plan of Merger
(the Merger Agreement), to which the Purchaser will commence a
cash tender offer (the Offer) to purchase all of the outstanding
shares of common stock of the Company. Following the consummation
of the Offer, the Purchaser will merge with and into the Company
(the Merger), with the Company surviving the Merger as a wholly
owned subsidiary of Parent, subject to the terms and conditions
set forth in the Merger Agreement.
on February 13, 2017 by GigPeak, Inc. (the Company), on February
13, 2017, the Company, Integrated Device Technology, Inc., a
Delaware corporation (Parent), and Parents newly formed, wholly
owned subsidiary, Glider Merger Sub, Inc., a Delaware corporation
(the Purchaser), entered into an Agreement and Plan of Merger
(the Merger Agreement), to which the Purchaser will commence a
cash tender offer (the Offer) to purchase all of the outstanding
shares of common stock of the Company. Following the consummation
of the Offer, the Purchaser will merge with and into the Company
(the Merger), with the Company surviving the Merger as a wholly
owned subsidiary of Parent, subject to the terms and conditions
set forth in the Merger Agreement.
On February 13, 2017, Parent made available to the employees of
the Company, in connection with the announcement of the execution
of the Merger Agreement, a slide presentation (the Employee
Presentation). A copy of the Employee Presentation is filed as
Exhibit 99.2 to this Current Report on Form 8-K and is
incorporated herein by reference.
the Company, in connection with the announcement of the execution
of the Merger Agreement, a slide presentation (the Employee
Presentation). A copy of the Employee Presentation is filed as
Exhibit 99.2 to this Current Report on Form 8-K and is
incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits
| Exhibit 99.1 |
Corporate Presentation of GigPeak, Inc., dated February
13, 2017 |
| Exhibit 99.2 |
Employee Presentation of Integrated Device Technology,
Inc., dated February 13, 2017 |
Additional Information
The Offer has not yet commenced. This Current Report on Form 8-K
is neither an offer to purchase nor a solicitation of an offer to
sell any securities. At the time the tender offer is commenced,
the Parent will file with the Securities and Exchange Commission
(SEC) a Tender Offer Statement on Schedule TO, and the Company
will file a Solicitation/Recommendation Statement on Schedule
14D-9 with respect to the tender offer. Company stockholders and
other investors are strongly advised to read the tender offer
materials (including the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents that have
yet to be filed) and the Solicitation/Recommendation Statement
because they will contain important information that should be
read carefully before any decision is made with respect to the
tender offer. The Tender Offer Statement and the
Solicitation/Recommendation Statement will be available for free
at the SECs website at www.sec.gov. Free copies of these
materials and other tender offer documents will be made available
by the information agent for the tender offer.
is neither an offer to purchase nor a solicitation of an offer to
sell any securities. At the time the tender offer is commenced,
the Parent will file with the Securities and Exchange Commission
(SEC) a Tender Offer Statement on Schedule TO, and the Company
will file a Solicitation/Recommendation Statement on Schedule
14D-9 with respect to the tender offer. Company stockholders and
other investors are strongly advised to read the tender offer
materials (including the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents that have
yet to be filed) and the Solicitation/Recommendation Statement
because they will contain important information that should be
read carefully before any decision is made with respect to the
tender offer. The Tender Offer Statement and the
Solicitation/Recommendation Statement will be available for free
at the SECs website at www.sec.gov. Free copies of these
materials and other tender offer documents will be made available
by the information agent for the tender offer.
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, Parent and
the Company file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and
copy any reports, statements or other information filed by the
parties at the SEC public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the Commission at
1-800-SEC-0330 for further information on the public reference
room. The parties filings with the SEC are also available to the
public from commercial document-retrieval services and at the
website maintained by the SEC at www.sec.gov.
Transmittal and certain other tender offer documents, Parent and
the Company file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and
copy any reports, statements or other information filed by the
parties at the SEC public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the Commission at
1-800-SEC-0330 for further information on the public reference
room. The parties filings with the SEC are also available to the
public from commercial document-retrieval services and at the
website maintained by the SEC at www.sec.gov.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements, including, but not limited to, statements related to
the anticipated consummation of the acquisition of the Company
and the timing and benefits thereof. These forward-looking
statements are based on the current expectations of the Company
and Parent and inherently involve significant risks and
uncertainties. Actual results and the timing of events could
differ materially from those anticipated in such forward-looking
statements as a result of these risks and uncertainties, which
include, without limitation, risks related to the ability of the
Company and Parent to complete the transaction on the proposed
terms and schedule; whether Parent or the Company will be able to
satisfy their respective closing conditions related to the
transaction; whether sufficient stockholders of the Company
tender their shares of common stock in the transaction; whether
the Parent will obtain financing for the transaction on the
expected timeline and terms; the outcome of legal proceedings
that may be instituted against the Company and/or others relating
to the transaction; the possibility that competing offers will be
made; risks associated with acquisitions, such as the risk that
the businesses will not be integrated successfully, that such
integration may be more difficult, time-consuming or costly than
expected or that the expected benefits of the transaction will
not occur; risks related to future opportunities and plans for
the acquired company and its products, including uncertainty of
the expected financial performance of the acquired company and
its products; disruption from the proposed transaction, making it
more difficult to conduct business as usual or maintain
relationships with customers, employees or suppliers;, as well as
other risks related to Parents and the Companys businesses
detailed from time-to-time under the caption Risk Factors and
elsewhere in Parents and the Companys respective SEC filings and
reports, including the Annual Report of the Company on Form 10-K
for the year ended December 31, 2015 and the Annual Report of
Parent on Form 10-K for the year ended April 3, 2016. The Parent
undertakes no duty or obligation to update any forward-looking
statements contained in this press release as a result of new
information, future events or changes in its expectations.
statements, including, but not limited to, statements related to
the anticipated consummation of the acquisition of the Company
and the timing and benefits thereof. These forward-looking
statements are based on the current expectations of the Company
and Parent and inherently involve significant risks and
uncertainties. Actual results and the timing of events could
differ materially from those anticipated in such forward-looking
statements as a result of these risks and uncertainties, which
include, without limitation, risks related to the ability of the
Company and Parent to complete the transaction on the proposed
terms and schedule; whether Parent or the Company will be able to
satisfy their respective closing conditions related to the
transaction; whether sufficient stockholders of the Company
tender their shares of common stock in the transaction; whether
the Parent will obtain financing for the transaction on the
expected timeline and terms; the outcome of legal proceedings
that may be instituted against the Company and/or others relating
to the transaction; the possibility that competing offers will be
made; risks associated with acquisitions, such as the risk that
the businesses will not be integrated successfully, that such
integration may be more difficult, time-consuming or costly than
expected or that the expected benefits of the transaction will
not occur; risks related to future opportunities and plans for
the acquired company and its products, including uncertainty of
the expected financial performance of the acquired company and
its products; disruption from the proposed transaction, making it
more difficult to conduct business as usual or maintain
relationships with customers, employees or suppliers;, as well as
other risks related to Parents and the Companys businesses
detailed from time-to-time under the caption Risk Factors and
elsewhere in Parents and the Companys respective SEC filings and
reports, including the Annual Report of the Company on Form 10-K
for the year ended December 31, 2015 and the Annual Report of
Parent on Form 10-K for the year ended April 3, 2016. The Parent
undertakes no duty or obligation to update any forward-looking
statements contained in this press release as a result of new
information, future events or changes in its expectations.
About GIGPEAK, INC. (NYSEMKT:GIG)
GigPeak, Inc., formerly GigOptix, Inc. is a semiconductor designer, developer and supplier of a range of analog, digital and mixed signal components to enable information streaming over the telecom networks, datacom infrastructure and consumer electronics links. The Company’s business is made up of two product lines: High-Speed Communications (HSC) product line and Industrial product line. The Company’s product portfolio provides solutions in markets, such as fiber-optics telecom, wireless backhaul, data communication and consumer electronics, mil-aero, instrumentation and medical equipment for applications, such as linecards and transponders, active optical cables and pluggables, point-to-point wireless radios, military electronic warfare systems, avionics electronics, global positioning system (GPS) systems and diverse medical equipment, such as ultrasound imaging, X-Ray, magnetic resonance imaging (MRI), computed tomography (CT) scan and defibrillators. GIGPEAK, INC. (NYSEMKT:GIG) Recent Trading Information
GIGPEAK, INC. (NYSEMKT:GIG) closed its last trading session up +0.19 at 2.71 with 1,903,182 shares trading hands.
