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 (date of earliest event reported): September 4, 2007
MINDSPEED TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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000-50499
(Commission File Number)
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01-0616769
(I.R.S. Employer
Identification No.) |
4000 MacArthur Boulevard, East Tower
Newport Beach, California 92660-3095
(Address of Principal Executive Offices) (Zip Code)
(949) 579-3000
(Registrant’s telephone number,
including area code)
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 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))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On September 4, 2007, Mindspeed Technologies, Inc. (the “Company”), through its wholly-owned
subsidiary, Mindspeed Development Sub, Inc. (the “Buyer”), and Silicon Valley Bank as agent for
itself and Gold Hill Lending Group 03, LP (the “Seller”), entered into an Asset Purchase Agreement
(the “Agreement”).
Seller is a secured creditor of Ample Communications, Inc., a Delaware corporation (“Ample”),
and holds various of Ample’s assets as collateral. Ample is in default on a loan and security
agreement by and among Seller, Ample, Silicon Valley Bank and Gold Hill Lending Group 03, LP, and
Seller is foreclosing on its collateral pursuant to the terms of the loan and security agreement
and division 9 of California’s Uniform Commercial Code. As part of the foreclosure sale, Seller
has agreed to sell certain of Ample’s assets in which Seller has a security interest to Buyer
pursuant to the Agreement.
Pursuant to the terms of the Agreement, Buyer will pay $4.6 million (the “Purchase Price”) for
certain of Ample’s assets identified in the Agreement, including intellectual property, inventory,
accounts receivable, backlog and certain contract rights. Buyer has deposited the Purchase Price
into an escrow account pursuant to the terms of the Agreement to be released to Seller upon
closing. Due to the nature of the foreclosure sale, each of Seller and Buyer has made only limited
representations and warranties and Seller has made certain disclaimers. The Agreement does not
contemplate that Buyer will become obligated to or otherwise succeed in any way to any liability of
Ample. Each of Buyer and Seller has certain termination rights under the Agreement. The
transaction contemplated in the Agreement is subject to the satisfaction of various closing
conditions, including the receipt of certain audited financial statements of Ample. During the
time between signing and closing, Buyer has agreed to advance certain funds to Seller solely to
enable Seller and its representatives to service and maintain the assets to be purchased, and
Seller has agreed to preserve such assets in a commercially reasonable manner. The Company
currently anticipates that the transaction will close during the current fiscal quarter.
* * *
This Current Report on Form 8-K contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Such statements include, without limitation, statements regarding the
Company’s expectations, hopes or intentions regarding the future. Forward-looking statements
include (without limitation) statements regarding the pending transaction under the Agreement, the
contemplation that Buyer will not become obligated in any way for any of Ample’s liabilities and
the timing for completion of the transaction.
Forward-looking statements involve certain risks and uncertainties, and actual results may
differ materially from those discussed in each such statement. In particular, the Company can
provide no assurances regarding the pending transaction under the Agreement, including without
limitation whether it will be completed when anticipated or at all or whether the Company will
become obligated to or succeed to any liability in connection with the transaction. Among the
factors that could cause actual results to differ materially include the satisfaction of the
conditions to close the pending sale of the Ample assets and the consummation of the transaction.
Additional factors that could cause actual results to differ are discussed under the heading “Risk
Factors” and in other sections of our Form 10-K for the fiscal year ended September 30, 2006, on
file with the SEC, and in our other current and periodic reports filed from time to time with the
SEC. All forward-looking statements in this Current Report on Form 8-K are made as of the date
hereof, based on information available to us as of the date hereof, and the Company assumes no
obligation to update any forward-looking statement.