GIGPEAK, INC. (NYSEMKT:GIG) Files An 8-K Termination of a Material Definitive Agreement
Termination of a Material Definitive
In connection with the consummation of the Merger, GigPeak
terminated all commitments and repaid all amounts outstanding
under the Third Amended and Restated Loan and Security Agreement,
dated April5, 2016 between GigPeak and its wholly owned
subsidiaries, ChipX, Incorporated, Endwave Corporation, Magnum
Semiconductor, Inc. and Silicon Valley Bank.
Completion of Acquisition or Disposition of
The information set forth in the Introductory Note of this
Current Report on Form8-K is incorporated herein by reference.
Creation of a Direct Financial Obligation or
Obligations under an Off-Balance Sheet Arrangement of a
On April4, 2017, the Company guaranteed the obligations of Parent
under the Credit Agreement entered into by and among Parent,
JPMorgan Chase Bank, N.A., as administrative agent and the
various other lenders party thereto (the Credit
The material terms of the Credit Agreement are described in the
Current Report on Form 8-K filed by Parent with the SEC on
April4, 2017, which is incorporated herein by reference.
Triggering Events That Accelerate or Increase a
Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement.
The information set forth in the Introductory Note, Item 1.02,
Item 2.01, Item 2.03, Item 3.01 and Item 5.03 of this Current
Report on Form8-K
are incorporated herein by reference.
Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On April4, 2017,
the Company (a)notified the NYSE MKT (NYSE MKT) of the
consummation of the Merger and (b)requested that NYSE MKT (i)halt
trading in the Shares for April4, 2017 and suspend trading of the
Shares effective April4, 2017, and (ii)file with the SEC a Form
25 Notification of Removal from Listing and/or Registration to
delist and deregister the Shares under Section 12(b) of the
Securities Exchange Act of 1934, as amended (the Exchange
Act). The Company intends to file a certification on Form 15
with the SEC requesting the deregistration of the Shares and the
suspension of the Companys reporting obligations under Sections
13 and 15(d) of the Exchange Act.
Material Modification to Rights of Security
set forth in the Introductory Note, Item 2.01, Item 3.01, Item
3.03 and Item 5.03 of this Current Report on Form8-K are
incorporated herein by reference.
|Item5.01.||Changes in Control of Registrant.|
As a result of
Purchasers acceptance for payment of all Shares that were validly
tendered and not validly withdrawn to the Offer and the
consummation of the Merger to Section 251(h) of the DGCL on
April4, 2017, a change of control of the Company occurred and the
Company is now a wholly-owned subsidiary of Parent.
set forth in the Introductory Note, Item 2.01, Item 3.01 and Item
3.03 of this Current Report on Form8-K are incorporated herein by
Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
In accordance with
the terms of the Merger Agreement, each of Dr.AviS. Katz, Neil
Miotto, Frank Schneider, John Mikulsky, Joseph Lazzara and
Kimberly Trapp resigned from their respective positions as
members of the Companys Board of Directors, and any committee
thereof, as applicable, effective at the Effective Time and each
of Dr.AviS. Katz, Dr.Raluca Dinu, Andrea Betti-Berutto, Darren Ma
resigned from their positions as officers of the Company.
Merger and to the terms of the Merger Agreement, at the Effective
Time, Gregory L. Waters, Brian C. White and Matthew D. Brandalise
became the directors of the Company, Gregory L. Waters became the
President and Chief Executive Officer of the Company, Brian C.
White became the Treasurer and Chief Financial Officer of the
Company and Matthew D. Brandalise became the Secretary of the
Amendment to Corporations Articles of Incorporation
or Bylaws; Change in Fiscal Year.
to the terms of
the Merger Agreement, the certificate of incorporation and bylaws
of the Company were amended and restated in their entirety,
effective as of the Effective Time. Copies of the Companys
amended and restated certificate of incorporation and amended and
restated bylaws were filed on the Companys Current Report on Form
8-K filed with the SEC on February13, 2017, and are each
incorporated herein by reference.
Effective Time, the Board of Directors of the Company approved a
change in the Companys fiscal year end from a calendar year
ending on December31 to a 52-53 week year ending on the Sunday
nearest to March 31.
|Item9.01.||Financial Statements and Exhibits.|
Agreement and Plan of Merger, dated as of February13, 2017,
by and among GigPeak, Inc., with Integrated Device
Technology, Inc. and Glider Merger Sub, Inc. (incorporated
herein by reference to Exhibit 2.1 to the Current Report on
Form 8-K filed with the SEC by GigPeak, Inc. on February13,
Form of Amended and Restated Certificate of Incorporation
(incorporated herein by reference to Exhibit 3.1 to the
Current Report on Form 8-K filed with the SEC by GigPeak,
Inc. on February13, 2017).
Form of Amended and Restated Bylaws (incorporated herein by
reference to Exhibit 3.2 to the Current Report on Form 8-K
filed with the SEC by GigPeak, Inc. on February13, 2017).
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 00.00 at 3.07 with 191,536 shares trading hands.