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 ~~the~~ ~~Securities~~Report ~~Exchange~~(Date ~~Act~~ of ~~1934~~earliest event reported): April 19, 2018

Date of Report (Date of earliest event reported): March 1, 2018

MICROSEMI CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-8866	95-2110371
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Enterprise, Aliso Viejo, California		92656
(Address of principal executive offices)		(Zip Code)

One Enterprise, Aliso Viejo, California		92656
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code

(949) 380-6100

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:

☐¨ 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))

☒ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 Exchange Act. ☐ ¨

INFORMATION TO BE INCLUDED IN THE REPORT

Item 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

As previously disclosed, on March 1, 2018, Microsemi Corporation, a Delaware corporation (the “Company”), Microchip Technology Incorporated, a Delaware corporation (“Microchip”) and Maple Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Microchip (“Merger Subsidiary”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other things, Merger Subsidiary will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Microchip.

On ~~March 1,~~April 12 2018, ~~Microsemi Corporation,~~the awaiting ~~Delaware~~period ~~corporation~~under (the ~~“Company”),~~Hart-Scott-Rodino Antitrust ~~Microchip~~Improvements ~~Technology~~Act ~~Incorporated, a Delaware corporation (“Parent”) and Maple Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary~~ of ~~Parent (“Merger Subsidiary”)~~1976, ~~entered~~as ~~into~~amended ~~an Agreement and Plan of Merger~~ (the “~~Merger~~HSR ~~Agreement~~Act”), ~~pursuant~~expired ~~to which, among other things, Merger Subsidiary will be merged~~ with ~~and~~respect ~~into~~to the Company’s ~~(the~~and Microchip’s ~~“Merger”),~~respective filings with the ~~Company~~U.S. ~~surviving~~Department ~~the~~of ~~Merger~~Justice asand aU.S. ~~wholly~~Federal ~~owned~~Trade ~~subsidiary~~Commission ofunder ~~Parent~~the HSR Act. AtThe ~~the~~completion ~~time~~of the Merger ~~becomes~~remains ~~effective~~subject ~~(the~~to ~~“Effective~~obtaining ~~Time”),~~antitrust ~~each~~clearances ~~outstanding~~from ~~share~~the ofAnti-Monopoly ~~common~~Bureau ~~stock,~~of ~~par~~the ~~value~~Ministry ~~$0.20~~of ~~per share,~~Commerce of ~~the~~China ~~Company~~ (“~~Company Stock~~MOFCOM”), the ~~(other~~Taiwan ~~than~~Fair ~~(1) treasury~~Trade ~~stock~~Commission, ~~held by~~ the ~~Company~~Philippine orCompetition ~~shares~~Commission, ofthe ~~Company~~German ~~Stock~~Federal ~~held~~Cartel byOffice ~~Parent~~and ~~or any subsidiary of~~ the ~~Company~~Federal ~~or Parent, which will be cancelled without consideration and~~Competition ~~(2) shares~~Authority ofin ~~Company~~Austria. ~~Stock~~On ~~held~~April ~~by stockholders~~19, ~~if any~~2018, ~~who~~MOFCOM ~~properly~~accepted ~~exercise~~Microchip’s ~~their~~filing ~~appraisal~~requesting ~~rights~~that ~~under~~ the ~~General Corporation Law of the State of Delaware) outstanding immediately prior to the~~ Merger ~~will~~ be ~~automatically~~reviewed ~~cancelled and~~under ~~converted~~MOFCOM’s ~~into the right to receive an amount equal to $68.78 in cash, without interest (the~~ “~~Merger~~simplified ~~Consideration”)~~procedure. ”

~~Pursuant~~Assuming totimely ~~the Merger~~receipt ~~Agreement, as~~ of ~~the~~required ~~Effective~~regulatory ~~Time,~~approvals ~~the outstanding Company equity awards will be treated as follows: (a) each outstanding option to purchase shares of Company Stock~~ and ~~stock appreciation right (“SAR”) related to~~ ~~Company~~satisfaction ~~Stock,~~of ~~whether~~other ~~vested~~closing ~~or unvested, will be assumed by Parent and will be subject to the same terms and~~ conditions ~~as applied to the related option or SAR immediately prior to the Effective Time~~, except that (i) the number of shares of Parent’s common stock subject to each assumed option or assumed SAR will be equal to the product of the number of shares of Company Stock underlying such assumed option or assumed SAR as of immediately prior to the Effective Time multiplied by the ratio of the Merger Consideration to the average closing sales price per share of Parent’s common stock over the period of ten trading days ending on the last trading day before the closing of the Merger (the “equity award exchange ratio”) and (ii) the per share exercise price of each assumed option or assumed SAR will be determined by dividing the per share exercise price of the assumed option or assumed SAR immediately prior to the Effective Time by the equity award exchange ratio; (b) each award of time-based vesting stock units with respect to shares of Company Stock (“RSUs”) that is outstanding and vested immediately prior to the Effective Time (including ~~those~~approval ~~RSUs that become vested~~ by ~~their terms immediately prior to or as of~~ the Effective Time) will be canceled and converted into the right to receive an amount in cash equal to (i) the number of vested RSUs subject to the award multiplied by (ii) the Merger Consideration; (c) each award of RSUs that is outstanding and unvested at the Effective Time will be assumed by Parent and converted into a number of restricted stock units with respect to ParentCompany’s ~~common~~stockholders, ~~stock determined by multiplying~~ the ~~number of unvested RSUs by the equity award exchange ratio; (d) each award of performance-based vesting stock units with respect to shares of~~ Company Stock (“PSUs”) that is outstanding immediately prior to the Effective Time will vest as to a percentage of the total number of shares of Company Stock subject to such award to be determined prior to the Effective Time by the compensation committee of the Company’s board of directors (the “Board”) (which percentage will not be less than 100% or greater than the maximum possible vesting percentage under the terms of the award) and ~~will~~Microchip ~~be canceled and converted into the right to receive an amount in cash equal to (i) the number of vested PSUs~~anticipate ~~subject to the award multiplied by (ii) the Merger Consideration; and (e) each share of Company Stock awarded pursuant to a Company restricted stock award~~ that ~~is outstanding and unvested as of immediately prior to~~ the ~~Effective Time will be cancelled and converted into the right to receive an amount in cash equal to the~~ Merger ~~Consideration, provided that the right of the award holder to receive such cash payment~~ will be ~~subject~~completed toin ~~the~~June same vesting conditions (including any applicable acceleration provisions provided under the terms of the award) as applied to the share of Company Stock to which such payment of the Merger Consideration relates2018.

~~The~~On ~~Board~~April of20, ~~Directors~~2018, ofstockholder ~~each~~Michael ofRubin ~~Microchip~~filed ~~and~~a ~~Microsemi~~putative class ~~have~~action ~~approved~~complaint in the ~~Merger~~United ~~and~~States District Court for the ~~Merger~~Central ~~Agreement~~District of California, Rubin v. ~~The~~Microsemi, ~~closing~~Case No. 8:18-cv-00653, alleging violations of ~~the~~Sections ~~Merger~~14(a) isand ~~subject~~20(a) toof the ~~adoption~~ Securities Exchange Act of 1934 in connection with the ~~Merger~~definitive proxy ~~Agreement~~statement filed by the ~~affirmative~~Company ~~vote~~on ofApril ~~the~~19, ~~holders~~2018. ofThe atcomplaint ~~least~~seeks ato ~~majority~~enjoin the vote on and closing of the ~~outstanding~~proposed ~~shares~~transaction with ofMicrochip ~~Company~~Technology ~~Stock~~Incorporated, ~~(the~~rescission, ~~“Requisite~~damages, ~~Stockholder~~and ~~Approval”).~~attorneys’ ~~The~~and ~~transaction~~experts’ isfees ~~subject~~and tocosts. ~~customary~~While ~~closing~~it is ~~conditions,~~too ~~including~~early to predict the ~~absence~~outcome of ~~certain legal impediments~~litigation, the ~~expiration~~Company orbelieves ~~termination~~that of the ~~required~~allegations ~~waiting~~in ~~periods~~this ~~under~~action ~~the~~are ~~Hart-Scott-Rodino~~without ~~Antitrust~~merit. ~~Improvements~~Additional lawsuits ~~Act~~arising out of ~~1976,~~or asrelating ~~amended~~to ~~and~~the Merger Agreement or the ~~receipt~~Merger ofmay ~~other~~be ~~antitrust~~filed ~~regulatory approvals.~~in the future.

~~The~~Additional ~~Company~~Information ~~has made customary representations~~ and ~~warranties~~Where ~~in the Merger Agreement and has agreed~~ to ~~certain~~Find customary covenants, including, among others, covenants (a) to conduct its business in the ordinary course during the period between the execution of the Merger Agreement and the closing of the Merger, (b) not to take certain actions or engage in specified types of transactions during this period unless agreed to in writing by Parent, (c) to convene and It

In connection with the proposed ~~hold~~acquisition, athe ~~meeting~~Company ofhas ~~its~~filed ~~stockholders~~a ~~for~~proxy ~~the~~statement ~~purpose~~and ofother ~~obtaining~~related documents with the ~~Requisite~~SEC. INVESTORS ~~Stockholder~~AND ~~Approval~~STOCKHOLDERS ARE ~~and~~ADVISED ~~(d) subject~~TO toREAD ~~certain~~THESE ~~exceptions,~~DOCUMENTS ~~not~~BECAUSE toTHEY ~~withdraw,~~CONTAIN ~~withhold,~~IMPORTANT ~~modify~~INFORMATION. Investors orand ~~qualify~~stockholders inmay obtain a free ~~manner~~copy ~~adverse~~of tothese ~~Parent~~documents and other documents filed by the ~~recommendation~~Company ofat the ~~board~~SEC's ofweb ~~directors~~site ofat www.sec.gov and at the ~~Company~~Investor ~~that~~section of the Company’s ~~stockholders~~website ~~adopt~~at ~~the Merger Agreement~~https://investor. microsemi.com/.

The ~~Merger~~ ~~Agreement~~Company, ~~contains~~Microchip ~~certain~~and ~~termination~~their ~~rights,~~directors ~~including~~and ~~the~~executive ~~right~~officers may ofbe ~~the~~deemed ~~Company~~ to ~~terminate~~be participants in the ~~Merger~~solicitation ~~Agreement~~of ~~under~~proxies ~~specified~~from ~~circumstances~~the toCompany’s ~~accept~~stockholders anin ~~unsolicited~~connection ~~superior~~with ~~proposal~~the ~~from~~Merger. Information aregarding ~~third~~certain ~~party.~~interests ~~The~~of ~~Merger~~these ~~Agreement~~directors ~~provides that,~~and ~~upon~~executive ~~termination~~officers ofin the ~~Merger~~transaction ~~Agreement~~that byare different from the interests of the Company’s orstockholders ~~Parent~~generally ~~under~~is ~~specified~~included ~~circumstances~~in ~~(including~~the ~~termination~~definitive byproxy ~~the~~statement ~~Company~~described toabove. ~~accept~~Additional information aregarding ~~superior~~the ~~proposal),~~directors aand ~~termination~~executive ~~fee~~officers of ~~$290 million~~the ~~will~~Company beis ~~payable~~also byincluded in the Company’s toproxy statement ~~Parent.~~for ~~The~~its ~~Company~~2018 ~~termination~~Annual ~~fee~~Meeting isof ~~also~~Stockholders, ~~payable~~which ~~under~~was ~~certain~~filed ~~other~~with ~~specified~~the ~~circumstances~~SEC ~~set~~on ~~forth~~December in20, ~~the~~2017. ~~Merger~~Additional ~~Agreement.~~information ~~The~~regarding the ~~Merger~~directors ~~Agreement~~and ~~also~~executive ~~contains~~officers aof ~~provision~~Microchip ~~requiring~~is ~~the~~also ~~Company~~included toin ~~reimburse~~Microchip’s ~~Parent~~proxy statement for upits to2017 ~~$35 million~~Annual ofMeeting ~~its~~of ~~expenses~~Stockholders, ~~incurred~~which inwas ~~connection~~filed with the ~~Merger~~SEC ifon ~~the~~July ~~Requisite~~13, ~~Stockholder~~2017. ~~Approval~~These isdocuments ~~not~~are ~~obtained~~available atfree aof ~~meeting~~charge ~~called~~at ~~for~~the ~~that~~SEC’s web ~~purpose.~~site at www.sec.gov.

~~Item~~Forward ~~9.01~~Looking ~~Financial~~ Statements ~~and Exhibits.~~

~~(d)~~This filing contains forward-looking statements made pursuant ~~Exhibits~~to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, those relating to obtaining antitrust clearances from MOFCOM, the Japan Fair Trade Commission, Taiwan Fair Trade Commission, Philippine Competition Commission, German Federal Cartel Office and Federal Competition Authority in Austria, satisfaction of closing conditions, approval by the Company’s stockholders, and the expected timing of completion of the Merger. These forward-looking statements are subject to a number of business, economic, legal and other risks and uncertainties that are inherently difficult to predict, including, but not limited to: the possibility that the Company may be unable to obtain the required stockholder approval or antitrust regulatory approvals with respect to the Merger or that other conditions to closing the Merger may not be satisfied, such that the closing of the Merger may be delayed or not occur at all; the reaction of customers, suppliers, distributors and other business relationships of the Company to the Merger; general economic, political or industry conditions; the transactions contemplated by the Merger Agreement may involve unexpected costs, liabilities or delays; risks that the pendency of the Merger disrupts current plans and operations of the Company; the amount of the costs, fees, expenses and charges related to the Merger Agreement; the outcome of any currently pending or future legal proceedings involving the Company, Microchip or the Merger; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement. For an additional discussion of these and other risk factors, please refer to the documents that the Company files with the SEC, including those on Forms 10-K, 10-Q and 8-K. All forward-looking statements speak only as of the date of this written communication or, in the case of any document incorporated by reference, the date of that document. The Company is under no duty to update any of the forward-looking statements after the date of this filing to conform to actual results or otherwise.

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, dated as of March 1, 2018, among Microsemi Corporation, Microchip Technology Incorporated, and Maple Acquisition Corporation

SIGNATURES

*Pursuant ~~All schedules~~ to the ~~Merger~~requirements ~~Agreement~~of ~~have~~the ~~been~~Securities Exchange ~~omitted~~Act ~~pursuant~~of to1934, ~~Item~~the ~~601(b)(2)~~Registrant ofhas ~~Regulation~~duly ~~S-K.~~caused ~~The~~this ~~Company~~report ~~hereby agrees~~ to ~~furnish~~be ~~supplementally~~signed aon ~~copy~~its ofbehalf ~~any~~by ~~omitted schedule to~~ the ~~SEC~~undersigned ~~upon~~hereunto ~~request~~duly authorized.

Additional Information and Where to Find It

	MICROSEMI CORPORATION (Registrant)

Date: April 23, 2018	By:	/s/ John W. Hohener
		John W. Hohener Executive Vice President, Chief Financial Officer, and Treasurer

In connection with the proposed acquisition, Microsemi will file a proxy statement and other related documents with the SEC. INVESTORS AND STOCKHOLDERS ARE ADVISED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders may obtain a free copy of these documents (when available) and other documents filed by Microsemi at the SEC’s web site at www.sec.gov and at the Investor section of Microsemi’s website at https://investor.microsemi.com/.

Participants in Solicitation

Microchip, Microsemi and their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Microsemi in connection with the Merger. Information regarding the special interests of these directors and executive officers in the transaction will be included in the proxy statement described above. Additional information regarding the directors and executive officers of Microchip is also included in Microchip’s proxy statement for its 2017 Annual Meeting of Stockholders, which was filed with the SEC on July 13, 2017. Additional information regarding the directors and executive officers of Microsemi is also included in Microsemi’s proxy statement for its 2018 Annual Meeting of Stockholders, which was filed with the SEC on December 20, 2017. These documents are available free of charge at the SEC’s web site at www.sec.gov and as described above.

Forward Looking Statements

This filing communication contains forward-looking statements that involve risks and uncertainties concerning Microchip’s proposed acquisition of Microsemi. The potential risks and uncertainties include, among others, the possibility that Microsemi may be unable to obtain the required stockholder approval or antitrust regulatory approvals or that other conditions to closing the transaction may not be satisfied, such that the transaction will not close or that the closing may be delayed; the reaction of customers to the transaction; general economic conditions; the transaction may involve unexpected costs, liabilities or delays; risks that the transaction disrupts current plans and operations of the parties to the transaction; the amount of the costs, fees, expenses and charges related to the transaction; the outcome of any legal proceedings related to the transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement. In addition, please refer to the documents that Microsemi files with the SEC on Forms 10-K, 10-Q and 8-K. The filings by Microsemi identify and address other important factors that could cause its financial and operational results to differ materially from those contained in the

forward-looking statements set forth in this written communication. All forward-looking statements speak only as of the date of this written communication nor, in the case of any document incorporated by reference, the date of that document. Microsemi is under no duty to update any of the forward-looking statements after the date of this written communication to conform to actual results.

SIGNATURES

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.

	MICROSEMI CORPORATION (Registrant)
Date: March 2, 2018	By:	/s/ John W. Hohener
		John W. Hohener Executive Vice President, Chief Financial Officer, and Treasurer

Filing Compare · MICROSEMI CORP