Current Report Filing (8-k)
01 Abril 2016 - 2:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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):
April 1, 2016
ATMEL CORPORATION
(Exact name of registrant as specified in its
charter)
Delaware
|
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0-19032
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77-0051991
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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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1600 Technology Drive
San Jose, CA 95110
(Address of principal
executive offices, including zip code)
(408) 441-0311
(Registrant’s telephone number, including
area code)
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)
¨
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 5.07 Submission of Matters
to a Vote of Security Holders.
On April 1, 2016, Atmel Corporation (“
Atmel
”)
held a special meeting of stockholders to consider and vote on (1) a proposal to adopt the Agreement and Plan of Merger, dated
as of January 19, 2016 (the “
Merger Agreement
”), among Atmel, Microchip Technology Incorporated, a Delaware
corporation (“
Microchip
”), and Hero Acquisition Corporation, a Delaware corporation and an indirect wholly owned
subsidiary of Microchip (“
Merger Sub
”), pursuant to which Merger Sub would be merged with and into Atmel with
Atmel surviving as an indirect wholly owned subsidiary of Microchip (the “
Merger
”); (2) a proposal to approve,
on a non-binding, advisory basis, the compensation payments that will or may be made to Atmel’s named executive officers
in connection with the Merger; and (3) a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional
proxies if there were insufficient votes at the time of the special meeting to adopt the Merger Agreement.
As of February 23, 2016, which was the record date for the special
meeting, 423,290,513 shares of Atmel’s common stock were issued and outstanding. A quorum was present at the special
meeting.
The proposals were approved by Atmel’s stockholders. The
results of the votes on the proposals were:
Voting Results for Special Meeting
Vote Item
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For
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Against
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Abstain
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Broker
Non-Votes
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1. Adoption of the Agreement and Plan of Merger
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322,017,173
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4,136,488
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388,242
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—
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Vote Item
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For
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Against
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Abstain
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Broker
Non-Votes
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2. Approval of the proposal to approve, on a non-binding, advisory basis, the compensation payments that will or may be made to Atmel’s named executive officers in connection with the Merger
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316,551,645
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9,112,869
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877,389
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—
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Vote Item
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For
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Against
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Abstain
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Broker
Non-Votes
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3. Approval of the proposal to adjourn the special meeting and solicit additional proxies if necessary or appropriate
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300,900,373
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24,865,258
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776,272
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—
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Adjournment of the meeting was not necessary or appropriate because
there were sufficient votes at the time of the special meeting to adopt the Merger Agreement.
SIGNATURES
Pursuant to the requirement 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.
Date: April 1, 2016
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ATMEL CORPORATION
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By:
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/s/ Steve Skaggs
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Steve Skaggs
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Senior Vice President and Chief Financial Officer
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