Pericom Semiconductor Corporation Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-11-25: Form 8-K; Period of report 2015-11-24; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
- 2015-11-25: Form 8-K/A; Period of report 2015-11-20; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2015-11-20: Form 8-K; Period of report 2015-11-20; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2015-11-20: Form 8-K; Period of report 2015-11-19; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-11-25 | 8-K | 2015-11-24 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 2.01 Pursuant to an Agreement and Plan of Merger dated as of September 2, 2015 (the “Agreement and Plan”), as amended by Amendment No. 1 dated as of November 6, 2015 (the “Amendment”) (the Agreement and Plan together with the Amendment, the “Merger Agreement”), by and among Pericom, Diodes and PSI Merger Sub, Inc., a California corporation and a wholly-owned subsidiary of Diodes (“Merger Sub”), on November 24, 2015, Merger Sub was merged with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of Diodes. 2.03 The disclosure set forth above in Item 1.01 hereby is incorporated by reference into this Item 2.03. 3.01 On November 24, 2015, the Company notified NASDAQ that the Merger had been completed and requested that trading in the Common Stock be suspended effective prior to the opening of business on November 24, 2015. 3.03 As disclosed under Item 2.01 of this Current Report on Form 8-K, as of the Effective Time, all issued and outstanding shares of Common Stock (other than the Excluded Shares) were automatically cancelled and converted into the right to receive the Merger Consideration. 5.01 Pursuant to the Merger Agreement, at the Effective Time and as a result of the Merger, a change in control of the Company occurred and the Company is now a direct wholly-owned subsidiary of Diodes. 5.02 In accordance with the Merger Agreement, as of the Effective Time, each of Alex C. Hui, John Chi-Hung Hui, John C. East, Hau L. Lee, Michael Sophie and Simon Wong resigned as a director. 5.03 Pursuant to the Merger Agreement, at the Effective Time and as a result of the Merger, (i) the restated articles of incorporation of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety, and became the restated articles of incorporation of the Company and (ii) the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, became the second amended and restated by-laws of the Company, except that references to the name Merger Sub were replaced by references to the name of the Company and certain other changes were made. | d53092d8k.htm |
| 2015-11-25 | 8-K/A | 2015-11-20 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 At the special meeting of shareholders held on November 20, 2015, the shareholders of Pericom voted on the proposals set forth below. | d96343d8ka.htm |
| 2015-11-20 | 8-K | 2015-11-20 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 At the special meeting of shareholders held on November 20, 2015, the shareholders of Pericom Semiconductor Corporation (“Pericom” of the “Company”) voted on the proposals set forth below. 8.01 On November 20, 2015, the Company issued a press release announcing the preliminary results of the special meeting held on November 20, 2015. | d76155d8k.htm |
| 2015-11-20 | 8-K | 2015-11-19 | 8.01 Other Events | 8.01 On November 19, 2015, Pericom issued a press release reiterating its board of directors’ recommendation to vote in favor of a transaction with Diodes Incorporated. | d215073d8k.htm |
| 2015-11-18 | 8-K | 2015-11-18 | 8.01 Other Events | 8.01 On November 18, 2015, Pericom delivered a letter to Montage Technology Group Limited (“Montage”) notifying Montage that the Pericom Board of Directors have unanimously rejected the unsolicited revised acquisition offer that Pericom received from Montage on November 18, 2015. | d81998d8k.htm |
| 2015-11-18 | 8-K | 2015-11-18 | 8.01 Other Events | 8.01 On November 18, 2015, the Board of Directors of Pericom Semiconductor Corporation (“Pericom”) issued an open letter to shareholders of Pericom urging them to vote in favor of the transaction between Diodes and Pericom. | d68366d8k.htm |
| 2015-11-16 | 8-K | 2015-11-16 | 8.01 Other Events | 8.01 On November 16, 2015, the Board of Directors of Pericom Semiconductor Corporation (“Pericom”) issued an open letter to shareholders of Pericom advising them of some of the advantages of pursuing a transaction with Diodes Incorporated and announcing proxy advisory firm Proxy Mosaic’s recommendation that Pericom shareholders vote in favor of the transaction between Diodes and Pericom. | d94554d8k.htm |
| 2015-11-12 | 8-K | 2015-11-12 | 8.01 Other Events | 8.01 On November 12, 2015, the Board of Directors of Pericom Semiconductor Corporation (“Pericom”) distributed a letter to shareholders of Pericom advising them of some of the advantages of pursuing a transaction with Diodes Incorporated and Pericom issued a press release announcing the distribution of such letter (the “Shareholder Letter Press Release”). | d56980d8k.htm |
| 2015-11-09 | 8-K | 2015-11-06 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On November 9, 2015, the Company issued two press releases; the first announcing that it had entered into the Amendment and the second announcing that Institutional Shareholder Services, Inc., a prominent proxy advisory firm, recommends that the Pericom shareholders vote “FOR” the Merger Agreement. | d33320d8k.htm |
| 2015-11-06 | 8-K | 2015-11-06 | 8.01 Other Events | 8.01 On November 6, 2015, the Board of Directors of Pericom Semiconductor Corporation (“Pericom”) distributed to Pericom shareholders a slide presentation advising Pericom shareholders of certain inaccuracies and misstatements contained in the Montage Technology Group Limited slide presentation entitled “Montage’s Proposal to Acquire Pericom Semiconductor Corporation: Follow-up Materials” filed with the U.S. Securities and Exchange Commission on November 5, 2015, and a press release announcing such slide presentation. | d55787d8k.htm |
| 2015-11-05 | 8-K | 2015-11-05 | 8.01 Other Events | 8.01 On November 5, 2015, the Board of Directors of Pericom Semiconductor Corporation (“Pericom”) distributed a letter to shareholders of Pericom advising them of some of the advantages of pursuing a transaction with Diodes Incorporated and Pericom issued a press release announcing the distribution of such letter. | d70443d8k.htm |
| 2015-10-28 | 8-K | 2015-10-28 | 2.02 Results of Operations and Financial Condition | 2.02 On October 28, 2015, Pericom Semiconductor Corporation issued a press release announcing earnings for the fiscal first quarter 2016 ended September 26, 2015. | v423028_8k.htm |
| 2015-10-26 | 8-K | 2015-10-26 | 8.01 Other Events | 8.01 On October 26, 2015, Pericom delivered a letter to Montage Technology Group Limited (“Montage”) notifying Montage that the Pericom Board of Directors unanimously rejected the unsolicited revised acquisition offer that Pericom received from Montage on September 30, 2015 and issued a press release announcing such rejection. | d63554d8k.htm |
| 2015-10-16 | 8-K | 2015-10-16 | 8.01 Other Events | 8.01 On October 16, 2015, Pericom issued a press release responding to the preliminary proxy materials filed by Montage Technology Group on October 14, 2015. | d27055d8k.htm |
| 2015-09-03 | 8-K | 2015-09-02 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.03 On September 2, 2015, the Pericom board of directors amended the Company’s Amended and Restated Bylaws (the “Bylaws”) by adding a new Article XIII (the “Amendment”), which provides that unless the Company consents in writing to the selection of an alternative forum, the United States District Court for the Northern District of California (or, in the event that the United States District Court for the Northern District of California does not have jurisdiction, any other federal or state court of the State of California) shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of any duty owed by any director or officer or other employee of the Company to the Company or to the shareholders of the Company, (c) any action asserting a claim against the Company or any director or officer or other employee of the Company arising pursuant to any provision of the California Corporations Code or the Articles of Incorporation of the Company or the Bylaws, or (d) any action asserting a claim against the Company or any director or officer or other employee of the Company that is governed by the internal affairs doctrine. 8.01 On September 3, 2015, Pericom and Diodes issued a joint press release announcing the execution of the Merger Agreement. | d98193d8k.htm |
| 2015-08-06 | 8-K | 2015-08-06 | 2.02 Results of Operations and Financial Condition | 2.02 On August 6, 2015, Pericom Semiconductor Corporation issued a press release announcing earnings for the fiscal fourth quarter and year ended June 27, 2015. | v417394_8k.htm |
| 2015-04-28 | 8-K | 2015-04-28 | 2.02 Results of Operations and Financial Condition | 2.02 On April 28, 2015, Pericom Semiconductor Corporation issued a press release announcing earnings for the fiscal third quarter 2015 ended March 28, 2015. | v408565_8k.htm |
| 2015-03-09 | 8-K | 2015-03-06 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 is incorporated herein by reference. 3.03 As a result of the Amendment described in Item 1.01 above, the Company’s outstanding Rights expired at the close of business on March 6, 2015. 5.03 Upon the expiration of the Rights on March 6, 2015, as described in Item 3.03 above, the Company filed an amendment to the Amended and Restated Certificate of Determination (the “Amended Certificate of Determination”) with the California Secretary of State which decreased the number of Series D Junior Participating Preferred Stock (the “Series D Preferred Stock”) to zero, and as a result, under the California Corporations Code, the Series D Preferred Stock shall no longer be an authorized series of the Company. | v403842_8k.htm |
| 2015-01-26 | 8-K | 2015-01-26 | 2.02 Results of Operations and Financial Condition | 2.02 On January 26, 2015, Pericom Semiconductor Corporation issued a press release announcing earnings for the fiscal second quarter 2015 ended December 27, 2014. | v399444_8k.htm |