LITTELFUSE,INC. (NASDAQ:LFUS) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
-
0

LITTELFUSE,INC. (NASDAQ:LFUS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

The disclosure set forth below under Item 2.03 is hereby incorporated into this Item 1.01 by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On January17, 2018, Littelfuse,Inc. (“Littelfuse”) completed its acquisition of IXYS Corporation (“IXYS”) to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August25, 2017 and amended as of December4, 2017, by and among IXYS, Littelfuse,Iron Merger Co.,Inc., a subsidiary of Littelfuse (“Merger Sub One”), and IXYS Merger Co., LLC, a subsidiary of Littelfuse (“Merger Sub Two”). Merger Sub One merged with and into IXYS (the “Initial Merger”), with IXYS surviving, and, immediately after the Initial Merger,IXYS merged with and into Merger Sub Two (the “Follow-On Merger”), with Merger Sub Two surviving as a subsidiary of Littelfuse (as such, the “Surviving Company”). In connection with the Follow-On Merger, the Surviving Company was renamed IXYS, LLC.

At the effective time of the Initial Merger (the “Effective Time”), each outstanding share of IXYS common stock, par value $0.01 per share (each, an “IXYS Common Share”), other than IXYS Common Shares owned or held in treasury by IXYS or owned by Parent or Merger Sub One (which were cancelled) and any IXYS Common Shares held by stockholders who properly exercised and perfected appraisal rights under Delaware law, was converted into the right to receive, at the election of the stockholder, and subject to proration as described below, one of the following forms of consideration (the “Merger Consideration”):

· Payment of premiums for continued group health coverage for a specified period (18 months for CEO and Executive Vice Presidents, and 12 months for Senior Vice Presidents), or, if shorter, the maximum period provided by law; and

· Continuation of perquisites through the end of the year of termination, and outplacement services for up to one year after the date of termination.

Payment of severance under the Severance Policy is conditioned upon the executive entering into a separation and release agreement with Littelfuse, which will include certain protections for Littelfuse such as a general release of claims, agreements not to disclose confidential information, or for a specified period after the date of termination, (1) solicit employees or interfere with customer, vendor, and other relationships or (2) engage in competitive activities.

No severance is payable under the Severance Policy if termination of employment is for “cause” (as defined below), due to the executive’s death or disability, or if the executive voluntarily terminates employment for any reason. “Cause” is defined as set forth in the executive’s change of control agreement with Littelfuse as in effect at the time of termination or, in the absence of such an agreement, is to be determined by the Board, in its sole discretion.

Item 8.01 Other Events.

On January17, 2018, Littelfuse issued a press release announcing the completion of its acquisition of IXYS. A copy of the press release is attached hereto as Exhibit99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

Littelfuse intends to file the financial statements of IXYS required by Item 9.01(a)as part of an amendment to this Report not later than April4, 2018, which is 71 calendar days after the date this Report is required to be filed.

(b) Pro Forma Financial Information

Littelfuse intends to file the pro forma financial information required by Item 9.01(b)as part of an amendment to this Report not later than April4, 2018, which is 71 calendar days after the date this Report is required to be filed.

(d) Exhibits

The exhibits listed on the accompanying ExhibitIndex are submitted with or incorporated by reference as a part of this Report, and such ExhibitIndex is incorporated herein by reference.

EXHIBITINDEX

ExhibitNo.

Description

2.1

Agreement and Plan of Merger, dated August25, 2017, as amended by Amendment No.1, dated December4, 2017, by and among IXYS Corporation, Littelfuse,Inc.,Iron Merger Co.,Inc., and IXYS Merger Co., LLC (incorporated by reference to Annex A to the definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on December13, 2017).

4.1

Formof 3.48% Senior Note, SeriesA, due February15, 2025 (filed as Exhibit4.1 to Littelfuse’s Current Report on Form8-K dated November15, 2017).

4.2

Formof 3.78% Senior Note, SeriesB, due February15, 2030 (filed as Exhibit4.2 to Littelfuse’s Current Report on Form8-K dated November15, 2017).

10.1

Note Purchase Agreement, dated November15, 2017, among Littelfuse,Inc. and note purchasers listed on the pagesthereto (filed as Exhibit10.1 to Littelfuse’s Current Report on Form8-K dated November15, 2017).

10.2*

Subsidiary Guaranty Agreement, dated as of January16, 2018, made by LFUS LLC, Littelfuse Commercial Vehicle, LLC,Iron Merger Co.,Inc.,IXYS Merger Co., LLC and SymCom,Inc. in favor of the note purchasers and the other holders.

10.3*

Seventh Amended and Restated Employment Agreement, dated as of August25, 2017, by and between IXYS Corporation and Nathan Zommer.

10.4*

Littelfuse, Inc. Executive Severance Policy.

99.1*

Press Release, dated January17, 2018.

*filed herewith


LITTELFUSE INC /DE Exhibit
EX-10.2 2 a18-3337_1ex10d2.htm EX-10.2 Exhibit 10.2       SUBSIDIARY GUARANTY AGREEMENT     Dated as of January 16,…
To view the full exhibit click here

About LITTELFUSE,INC. (NASDAQ:LFUS)

Littelfuse, Inc. is a supplier of circuit protection products for the electronics, automotive and electrical industries. The Company operates through three segments: Electronics, Automotive and Industrial. Its Electronics segment provides circuit protection components to manufacturers of a range of electronic products, including mobile phones, computers, liquid-crystal-display televisions, telecommunications equipment, medical devices, lighting products and white goods. Its Automotive segment provides circuit protection products to the automotive original equipment manufacturers and parts distributors of passenger automobiles, trucks, buses and off-road equipment. Its Industrial segment provides circuit protection products for industrial and commercial customers, which include power fuses and other circuit protection devices that are used in commercial and industrial buildings and large equipment, such as heating, ventilation and air conditioning systems, elevators and machine tools.