Current Report Filing (8-k)
March 22 2023 - 4:19PM
Edgar (US Regulatory)
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2023-03-22
2023-03-22
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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):
March 22, 2023
SILICON LABORATORIES INC.
(Exact Name of Registrant as Specified in
Charter)
Delaware |
|
000-29823 |
|
74-2793174 |
(State or Other Jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
of Incorporation) |
|
|
|
Identification No.) |
400 West Cesar Chavez, Austin, TX |
78701 |
(Address of Principal Executive Offices) |
(Zip Code) |
Registrants telephone number, including
area code: (512) 416-8500
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))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, $0.0001 par value |
|
SLAB |
|
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Exchange Act of
1934. ¨
Item 8.01 Other Events.
On March 22, 2023, Silicon Laboratories Inc. (“Silicon Laboratories”)
issued a notice of redemption to the holders of its outstanding 0.625% Convertible Senior Notes due 2025 (the “Notes”), pursuant
to which it will redeem all of the outstanding Notes for cash at a redemption price of 100% of the principal amount of the Notes, plus
accrued and unpaid interest, if any (the “Redemption”). The Redemption will occur on June 20, 2023, unless earlier converted.
Prior to the consummation of the Redemption, the holders of the Notes
are entitled to convert such Notes into shares of the Company’s common stock at a rate of 8.1980 shares per $1,000 principal amount
of Notes, which is equivalent to a conversion price of $121.98 per share. Such conversion right will expire on June 16, 2023 (the “Conversion
Deadline”). Holders converting prior to the Conversion Deadline will also receive an additional 0.4101 shares per $1,000 principal
amount of Notes pursuant to Section 14.03 of the Indenture governing the Notes, dated June 1, 2020 (the “Indenture”).
In the event any holder complies with the requirements as set forth
in the Indenture for conversion in connection with the Redemption, the Company intends to satisfy its conversion obligation with respect
to each $1,000 principal amount of Notes tendered by combination settlement, with a specified dollar amount per $1,000 principal amount
of Notes equal to $1,000, plus a number of the Company’s common stock to be determined pursuant to the Indenture, together with
additional cash, if applicable, in lieu of delivering any fractional shares of common stock.
The foregoing description of the Redemption does not purport to be
complete and is qualified in its entirety by reference to the notice of redemption, which is attached hereto as Exhibit 99.1 to this
report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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.
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SILICON LABORATORIES INC. |
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March 22, 2023 |
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/s/ John C. Hollister |
Date |
|
John C. Hollister
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer) |
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