Sigmatel Inc - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
February 04 2008 - 3:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): February 1, 2008
SigmaTel, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
000-50391
|
|
74-2691412
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.)
|
1601 S. MoPac Expressway
Suite 100
Austin, Texas 78746
(Address of principal executive offices including zip code)
Registrants telephone number, including area code:
(512) 381-3700
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)
|
x
|
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 February 3,
2008, SigmaTel, Inc. (SigmaTel), Phoenix Acquisition, Inc. (Merger Sub) and Freescale Semiconductor, Inc. (Freescale) entered into an Agreement and Plan of Merger (the Merger Agreement), pursuant to
which Merger Sub will merge with and into SigmaTel (the Merger), with SigmaTel continuing after the Merger as the surviving corporation and a wholly-owned subsidiary of Freescale. At the effective time of the Merger, each issued and
outstanding share of SigmaTel common stock will be converted into the right to receive $3.00 in cash. The Merger Agreement contains a go-shop provision which gives SigmaTel the right to solicit and engage in discussions and negotiations
with respect to potential competing proposals through March 4, 2008. The Merger is conditioned upon, among other things, regulatory approvals, approval by holders of a majority of SigmaTel common stock and other customary closing conditions.
The foregoing description of the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 and is incorporated herein by reference.
Other than the Merger Agreement, there are no material relationships between SigmaTel and Freescale or any of its affiliates.
Investor Notices.
SigmaTel will file a proxy statement and other
documents regarding the proposed transaction described in this Current Report on Form 8-K with the Securities and Exchange Commission (the SEC). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND SUCH OTHER
MATERIALS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SIGMATEL AND THE PROPOSED TRANSACTION. A definitive proxy statement will be sent to security holders of SigmaTel seeking their approval of the transaction.
Investors and security holders may obtain a free copy of the definitive proxy statement (when available) and other documents filed by SigmaTel with the SEC at the SECs web site at www.sec.gov. The definitive proxy statement and other relevant
documents may also be obtained free of cost by directing a request to Martha Aviles at 512-744.9968 or maviles@sigmatel.com.
SigmaTels directors and
executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies from the SigmaTel stockholders in connection with the proposed transaction. Information about SigmaTels directors and officers can be found in
SigmaTels Proxy Statements, Annual Reports on Form 10-K and this Current Report on Form 8-K filed with the SEC. Additional information regarding the interests of those persons may be obtained by reading the proxy statement and other documents
regarding the proposed transaction when they become available.
Item 2.02
|
Results of Operation and Financial Condition.
|
On February 4,
2007, SigmaTel issued a press release announcing, among other things, its 2007 fourth quarter results, and on the same date held a related conference call to discuss these results. The full text of the press release issued in connection with the
announcement is attached as Exhibit No. 99.2 to this Current Report on Form 8-K. The press release and conference call contain forward-looking statements regarding SigmaTel and include cautionary statements identifying important factors that
could cause actual results to differ materially from those anticipated.
The information in Item 2.02 of this Current Report on Form 8-K, and exhibit
99.2 attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Use of Non-GAAP Financial Information
SigmaTel provides a non-GAAP measure of gross profit, net (loss) income and net (loss) income per share in its earnings release. The presentation of gross profit is intended to be a supplemental measure of performance
and excludes a non-cash charge related to amortization of intangible assets from acquisitions. The presentation of net (loss) income and net (loss) income per share is intended to be a supplemental measure of performance and excludes: (i) a
non-cash charge related to impairment of goodwill and other long-lived assets; (ii) a non-cash charge related to amortization of intangible assets from acquisitions; (iii) a non-cash charge related to stock-based compensation; (iv) a
charge related to the abandonment of leased facilities; (v) a charge related to accrual for severance payable to our former CEO; (vi) a gain on the sale of the PC Audio product line and a loss on the disposition of assets in conjunction
with the lease abandonment; (vii) a non-cash charge related to a tax valuation allowance against our deferred tax asset; (viii) a non-cash benefit related to a release of a tax reserve; (ix) a non-cash benefit related to tax benefits
of unwinding our IP migration strategy. SigmaTel believes that excluding these items represents a better basis for the comparison of its current results to past, present, and future operating results, and a better means to highlight the results of
core ongoing operations. The presentation of this additional information is not meant to be considered in isolation or as a substitute for results prepared in accordance with GAAP. The non-GAAP financial measures included in the press release have
been reconciled to the corresponding GAAP financial measures as required under the rules of the Securities and Exchange Commission regarding the use of non-GAAP financial measures.
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
(e) On February 1, 2008, the compensation committee (Compensation Committee) of the board of directors of SigmaTel approved and
adopted certain bonuses for certain designated executive officers of SigmaTel related to and contingent on the consummation of a change in control, including the Merger (the Transaction Bonuses). The Transaction Bonuses were granted
pursuant to the terms of the Incentive Bonus Plan. The Transaction Bonuses were approved by the Compensation Committee to retain the services of and provide additional incentive to the designated executive officers.
Phillip E. Pompa, President and Chief Executive Officer, Stephan L. Beatty, Senior Vice President, Product Lines and Operation, and R. Scott Schaefer, Vice President of
Finance and Chief Financial Officer, each may receive a Transaction Bonus. Based on the value of the consideration to be paid in the Merger, the maximum amount of such Transaction Bonus will be $165,219.00 for Mr. Pompa, $61,816.00 for
Mr. Beatty and $54,625.00 for Mr. Schaefer each. A portion of each Transaction Bonus will be fully earned and payable upon the effective time of the Merger on a sliding scale based on the value of the transaction, and a portion will be
subject to the discretion of the Compensation Committee.
Item 9.01.
|
Financial Statements and Exhibits.
|
|
|
|
|
|
2.1
|
|
Agreement and Plan of Merger dated February 3, 2008 by and among Freescale Semiconductor, Inc., Phoenix Acquisition, Inc. and SigmaTel, Inc.
|
|
|
99.1
|
|
Press Release Dated February 4, 2008.
|
|
|
99.2
|
|
Press Release Dated February 4, 2008.
|
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.
|
|
|
|
|
|
|
SIGMATEL, INC.
|
|
|
|
February 4, 2008
|
|
By:
|
|
/s/ Phillip E. Pompa
|
|
|
Name:
|
|
Phillip E. Pompa
|
|
|
Title:
|
|
President and Chief Executive Officer
|
SIGMATEL, INC.
EXHIBIT INDEX
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
2.1
|
|
Agreement and Plan of Merger dated February 3, 2008 by and among Freescale Semiconductor, Inc., Phoenix Acquisition, Inc. and SigmaTel, Inc.
|
|
|
99.1
|
|
Press Release dated February 4, 2008
|
|
|
99.2
|
|
Press Release dated February 4, 2008
|
Sigmatel (NASDAQ:SGTL)
Historical Stock Chart
From Sep 2024 to Oct 2024
Sigmatel (NASDAQ:SGTL)
Historical Stock Chart
From Oct 2023 to Oct 2024