- Current report filing (8-K)
March 24 2010 - 5:05PM
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:
March 22, 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
1.01
Entry
into a Material Definitive Agreement.
The
information included in Item 3.03 below and the Amendment to Rights Agreement
filed as Exhibit 4.1 hereto are incorporated herein by reference.
Item 3.03
Material
Modification to Rights of Security Holders.
On
March 22, 2010, Techwell, Inc. (Techwell) entered into an Amendment
to Rights Agreement (the Amendment), to amend that certain Rights Agreement
dated as of August 4, 2009, with Computershare Trust Company, N.A., as Rights
Agent (the Rights Agreement), with the purpose and intent of exempting from
the Rights Agreement the Agreement and Plan of Merger (the Merger Agreement) among Techwell,
Intersil Corporation (Parent)
and Navajo Merger Sub, Inc., an indirect wholly-owned subsidiary of Parent
(Purchaser) dated March 22,
2010.
Subject
to the terms and conditions of the Merger Agreement, Purchaser has agreed (i) 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 at a purchase
price of $18.50 per Share (the Offer) and, (ii) after the completion of the
Offer, to the merger of Purchaser with and into Techwell (the Merger and such
time as the Merger occurs is the Effective Time), as well as the other
transactions and arrangements contemplated by the Merger Agreement and the
related Tender and Voting Agreements (the Tender Agreements). Pursuant to the Amendment, (i) none of
Parent or Purchaser or any of their respective affiliates or associates is
deemed to be an Acquiring Person for purposes of the Rights Agreement by
virtue of the Merger Agreement, the Offer, the Merger, the Tender Agreements,
the other transactions contemplated by the Merger Agreement or a public
announcement of any of the foregoing (collectively, the Exempt Events), (ii) none
of a Distribution Date, Stock Acquisition Date or Triggering Event shall
be deemed to have occurred for purposes of the Rights Agreement by virtue of or
as a result of the Exempt Events, (iii) Sections 11 and 13 of the Rights
Agreement shall not apply to any Exempt Event, and no Exempt Event shall cause
the Techwell Rights to be adjusted or exercisable as a result thereof, and (iv) the
Rights Agreement will terminate and the Techwell Rights will expire immediately
prior to the Effective Time of the Merger (as defined in the Merger Agreement).
The
foregoing description of the Amendment does not purport to be complete and is
qualified in its entirety by reference to the Amendment which is filed as Exhibit 4.1
hereto and is incorporated herein by reference.
Item 9.01.
Financial
Statements and Exhibits.
(d)
Exhibits
Exhibit
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Description
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4.1
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Amendment
to Rights Agreement, dated as of March 22, 2010, by and between
Techwell, Inc. and Computershare Trust Company, N.A., as Rights Agent.
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2
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:
March 23, 2010
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TECHWELL,
INC.
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By:
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/s/
Mark Voll
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Mark
Voll
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Vice President of Finance and Administration and Chief
Financial Officer
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3
EXHIBIT
INDEX
Exhibit
No.
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Description
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4.1
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Amendment
to Rights Agreement, dated as of March 22, 2010, by and between Techwell, Inc.
and Computershare Trust Company, N.A., as Rights Agent.
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4
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