MSCC » Topics » About Microsemi Corporation

This excerpt taken from the MSCC 8-K filed Oct 29, 2009.

About Microsemi Corporation

Microsemi, with corporate headquarters in Irvine, California, is a leading designer, manufacturer and marketer of high performance analog and mixed signal integrated circuits and high reliability semiconductors. Microsemi’s semiconductors manage and control or regulate power, protect against transient voltage spikes and transmit, receive, and amplify signals.

Microsemi’s products include individual components as well as integrated circuit solutions that enhance customer designs by improving performance and reliability, optimizing battery performance, reducing size or protecting circuits. The principal markets Microsemi serves include defense, commercial air, satellite, medical, notebook computers, LCD TVs, mobile, and connectivity applications. More information may be obtained by contacting Microsemi directly or by visiting its website at http://www.microsemi.com.

# # # # #

PLEASE READ THE FOLLOWING FACTORS THAT CAN MATERIALLY AFFECT MICROSEMI’S FUTURE RESULTS.


“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Any statements set forth in the news release that are not entirely historical and factual in nature are forward-looking statements, including without limitation statements concerning Microsemi’s expectations regarding its business outlook, the timing and impact of the company’s consolidation plans including the closure of its Scottsdale facility and the amount of associated charges and costs, Microsemi’s program to reduce inventory levels and improve its overall cost structure and business model, the company’s growth in both new and existing markets, its performance and competitive position during the coming quarter and year, the company’s ability to obtain DSCC certifications and the timing of such certifications, its ability to transfer product lines to other Microsemi facilities or subcontractors and any other statements of belief or about Microsemi’s plans or expectations. These forward-looking statements are based on Microsemi’s current expectations and are inherently subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. The potential risks and uncertainties include, but are not limited to, such factors as continued negative or worsening worldwide economic conditions or market instability; downturns in the highly cyclical semiconductor industry; intense competition in the semiconductor industry and resultant downward price pressure; inability to develop new technologies and products to satisfy changes in customer demand or the development by the company’s competitors of products that decrease the demand for Microsemi’s products; unfavorable conditions in end markets; inability of Microsemi’s compound semiconductor products to compete successfully with silicon-based products; production delays related to new compound semiconductors; variability of the company’s manufacturing yields; the concentration of the factories that service the semiconductor industry; delays in beginning production, implementing production techniques, resolving problems associated with technical equipment malfunctions, or issues related to government or customer qualification of facilities; potential effects of system outages; inability by Microsemi to fulfill customer demand and resulting loss of customers; variations in customer order preferences; difficulties foreseeing future demand; rises in inventory levels and inventory obsolescence; potential non-realization of expected orders or non-realization of backlog; failure to make sales indicated by the company’s book-to-bill ratio; Microsemi’s reliance on government contracts for a portion of its sales; risks related to the company’s international operations and sales, including political instability and currency fluctuations; increases in the costs of credit and the availability of credit or additional capital only under more restrictive conditions or not at all; unanticipated changes in Microsemi’s tax provisions or exposure to additional income tax liabilities; changes in generally accepted accounting principles; principal, liquidity and counterparty risks related to Microsemi’s holdings in securities, including auction rate securities; environmental or other regulatory matters or litigation, or any matters involving contingent liabilities or other claims; the uncertainty of litigation, the costs and expenses of litigation, the potential material adverse effect litigation could have on Microsemi’s business and results of operations if an adverse determination in litigation is made, and the time and attention required of management to attend to litigation; difficulties in determining the scope of, and procuring and maintaining, adequate insurance coverage; difficulties and costs of protecting patents and other proprietary rights; the hiring and retention of qualified personnel in a competitive labor market; acquiring, managing and integrating new operations, businesses or assets, and the associated diversion of management attention; uncertainty as to the future profitability of acquired businesses, and delays in the realization of, or the failure to realize, any accretion from acquisition transactions; any circumstances that adversely impact the end markets of acquired businesses; and difficulties in closing or disposing of operations or assets or transferring work from one plant to another. In addition to these factors and any other factors mentioned elsewhere in this news release, the reader should refer as well to the factors, uncertainties or risks identified in Microsemi’s most recent Form 10-K and all subsequent Form 10-Q reports filed by Microsemi with the SEC. Additional risk factors may be identified from time to time in Microsemi’s future filings. The forward-looking statements included in this release speak only as of the date hereof, and Microsemi does not undertake any obligation to update these forward-looking statements to reflect subsequent events or circumstances. Amounts reported in this release are preliminary and subject to finalization prior to the filing of Microsemi’s Form 10-K.

This excerpt taken from the MSCC DEF 14A filed Jan 20, 2009.

MICROSEMI CORPORATION

 

NOTICE OF ANNUAL MEETING ON FEBRUARY 19, 2009

AND PROXY STATEMENT

 

 

 

 


Table of Contents
This excerpt taken from the MSCC 10-K filed Nov 21, 2008.

MICROSEMI CORPORATION

STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center">(Exact name of Registrant as specified in its charter)

 
















Delaware 95-2110371

(State or other jurisdiction of

FACE="Times New Roman" SIZE="1">incorporation or organization)

 

(I.R.S. Employer

SIZE="1">Identification No.)

 

This excerpt taken from the MSCC 8-K filed Nov 13, 2008.

Microsemi Corporation

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

000-08866

 

95-2110371

(State or Other Jurisdiction of Incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

 

2381 Morse Avenue
Irvine, California

 


92614

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (949) 221-7100

 

 

(Former Name or Former Address, if Changed Since Last Report.)

 

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:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

 

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))

 

 

 



 

This excerpt taken from the MSCC 8-K filed Oct 17, 2008.

Microsemi Corporation

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

000-08866

 

95-2110371

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

 

2381 Morse Avenue
Irvine, California

 

92614

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (949) 221-7100

 

 

(Former Name or Former Address, if Changed Since Last Report.)

 

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:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

 

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))

 

 

 



 

This excerpt taken from the MSCC 8-K filed Sep 3, 2008.

Microsemi Corporation

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

000-08866

 

95-2110371

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

 

 

 

 

2381 Morse Avenue
Irvine, California

 

92614

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (949) 221-7100

 

 

(Former Name or Former Address, if Changed Since Last Report.)

 

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:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

 

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))

 

 

 



 

This excerpt taken from the MSCC 8-K filed Jul 15, 2008.

Microsemi Corporation

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

000-08866

 

95-2110371

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

 

 

 

 

2381 Morse Avenue

Irvine, California

 

92614

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (949) 221-7100

 

 

(Former Name or Former Address, if Changed Since Last Report.)

 

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:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

 

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))

 

 

 



 

 

This excerpt taken from the MSCC 8-K filed Feb 25, 2008.

Microsemi Corporation

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

000-08866

 

95-2110371

(State or Other Jurisdiction of Incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

 

2381 Morse Avenue
Irvine, California

 


92614

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (949) 221-7100

 

(Former Name or Former Address, if Changed Since Last Report.)

 

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:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

 

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 5.02

 

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

This excerpt taken from the MSCC DEF 14A filed Jan 18, 2008.

MICROSEMI CORPORATION

NOTICE OF ANNUAL MEETING ON FEBRUARY 20, 2008
AND PROXY STATEMENT



TABLE OF CONTENTS

Proxy Statement   1

Questions and Answers

 

1

Security Ownership of Certain Beneficial Owners and Management

 

6

Proposal 1—Election of Directors

 

8

Executive Officers

 

9

Corporate Governance, Board Meetings and Committees

 

10

Director Compensation

 

14

Executive Compensation

 

16
 
Compensation Discussion and Analysis

 

16
 
Report of the Compensation Committee

 

22
 
Compensation Committee Interlocks and Insider Participation

 

22
 
Summary Compensation Table

 

23
 
Grants of Plan-Based Awards

 

25
 
Outstanding Equity Awards at Fiscal Year-End

 

27
 
Option Exercises and Stock Vested

 

28
 
Potential Payments Upon Termination or Change in Control

 

28

Section 16(a) Beneficial Ownership Reporting Compliance

 

31

Proposal 2—Approval of Amendment to Certificate of Incorporation

 

32

Proposal 3—Approval of the Microsemi Corporation 2008 Performance Incentive Plan

 

34

Equity Compensation Plan Information

 

40

Audit Matters

 

41

Audit Committee Report

 

41

Proposal 4—Ratification of Independent Registered Public Accounting Firm

 

43

Transactions with Related Persons

 

43

Delivery of Documents to Stockholders Sharing an Address

 

44

Annual Report

 

44

Electronic Access to Proxy Materials and Annual Report

 

44

Other Matters

 

44

This excerpt taken from the MSCC 8-K filed Nov 19, 2007.

Microsemi Corporation

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

000-08866

 

95-2110371

(State or Other Jurisdiction

 

(Commission

 

(I.R.S. Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

 

 

 

 

2381 Morse Avenue, Irvine, California

 

92614

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (949) 221-7100

 

 

(Former Name or Former Address, if Changed Since Last Report.)

 

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:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

 

 

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))

 

 

 



 

This excerpt taken from the MSCC 8-K filed Nov 16, 2007.

Microsemi Corporation

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

 

000-08866

 

95-2110371

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

 

2381 Morse Avenue, Irvine, California

 

92614

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (949) 221-7100

 

 

(Former Name or Former Address, if Changed Since Last Report.)

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

 

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))

 

 



 

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