Current Report Filing (8-k)
March 22 2023 - 04:19PM
Edgar (US Regulatory)
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2023-03-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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) |
Registrant’s 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.
|
|
SILICON
LABORATORIES INC. |
|
|
|
March
22, 2023 |
|
/s/
John C. Hollister |
Date
|
|
John C. Hollister
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
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