- Current report filing (8-K)
April 07 2010 - 12:31PM
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:
April 7, 2010
(Date of earliest
event reported)
TECHWELL, INC.
(Exact name of
registrant as specified in its charter)
Delaware
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0-52014
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77-0451738
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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408 E. Plumeria Drive, San Jose,
California 95134
(Address of
principal executive offices) (Zip Code)
Registrants telephone number, including area
code:
(408) 435-3888
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligations of the registrant under any of the following provisions (see
General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
Item
7.01 Regulation FD Disclosure
On March 22, 2010,
Techwell, Inc. (Techwell)
entered into an Agreement and Plan of Merger (the Merger Agreement) with Intersil Corporation (Intersil) and Navajo Merger Sub, Inc.,
an indirect wholly-owned subsidiary of Intersil (Purchaser), pursuant to which Purchaser agreed, subject to the
terms and conditions of the Merger Agreement, to commence a cash tender offer
to acquire all shares of common stock, par value $0.001 per share, of Techwell
(Techwell Common Stock) that are outstanding and the associated preferred
stock purchase rights (the Techwell Rights) issued in connection with and
subject to the Rights Agreement, dated August 4, 2009, between Techwell
and Computershare Trust Company, N.A. (which Techwell Rights, together with the
shares of the Techwell Common Stock are herein referred to as the Shares), at
a purchase price of $18.50 per Share (the Offer). Purchaser commenced the Offer on March 30,
2010. In connection with the
commencement of the Offer, Techwell filed a Solicitation/Recommendation
Statement on Schedule 14D-9 with the Securities and Exchange Commission (the SEC)
on March 30, 2010 (the Schedule 14D-9).
The Offer is subject to certain closing conditions, including the
expiration or termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976. As
soon as practicable following the completion of the Offer, Purchaser will merge
with and into Techwell (the Merger). Following the consummation of the
Merger, Techwell will be a wholly-owned subsidiary of Intersil.
On April 1, 2010, a
purported class action lawsuit,
Mike
Tamashiro v. Techwell, Inc., et al.
, was filed in the Superior
Court of California, Santa Clara County against Techwell, current members of
Techwells Board of Directors and certain officers of Techwell (the Individual Defendants), Intersil and
Purchaser. The action, brought by a purported stockholder of Techwell, seeks
certification of a class of all holders of Techwells common stock (except the
defendants and their affiliates) and alleges, among other things, (1) that
the Merger Agreement is the product of an unfair and uninformed process; (2) that
Techwell favored Intersil to at least five other purchasers by, among other
things, providing Intersil an exclusivity period and during that exclusivity
period providing Intersil information the other suitors did not have, as
described in the Schedule 14D-9; (3) that the non-solicitation, break-up
fee and top-up option provisions of the Merger Agreement, along with the Tender
and Voting Agreements, as described in the Schedule 14D-9, deprive shareholders
of their right to meaningfully evaluate the Offer and the Merger; (4) that
the interests in certain persons in the transactions contemplated by the
Merger, as described in the Schedule 14D-9, constitute self-dealing; (5) that
the offer price of $18.50 per Share is unfair and inadequate; (6) that the
Individual Defendants violated their fiduciary duties to Techwells
stockholders by approving the Offer and the Merger and by engaging in such
alleged self-dealing; and (7) that Techwell, Intersil and Purchaser aided
and abetted that breach. The complaint seeks, among other things, an injunction
prohibiting consummation of the Offer and the Merger, rescission or damages in
the event the Offer and the Merger are consummated, and attorneys fees and
expenses.
Techwell expects that
additional similar lawsuits relating to the Offer and the Merger may be
filed. In addition, the complaint
described above (as well as any additional similar lawsuits) may be amended
from time to time in the future.
Important
Additional Information About the Transaction
This Report is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The solicitation and the offer
to buy the Shares are being made pursuant to an offer to purchase and related
materials that Purchaser has filed with the SEC and mailed to Techwells
stockholders. Purchaser has filed a tender offer statement on Schedule TO with
the SEC with respect to the offer, and Techwell has filed a
solicitation/recommendation statement on Schedule 14D-9 with respect to the
Offer. The tender offer statement (including an offer to purchase, a related
letter of transmittal and other offer documents) and the solicitation/recommendation
statement contain important information that should be read carefully and
considered before any decision is made with respect to the tender offer. These
materials are available at no charge from the SEC through its website at
www.sec.gov.
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SIGNATURE
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.
Dated:
April 7, 2010
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TECHWELL,
INC.
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By:
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/s/
Fumihiro Kozato
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Fumihiro
Kozato
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President
and Chief Executive Officer
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