UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1 to Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 15, 2010
MEMSIC, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-33813 | 04-3457049 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
One Tech Drive, Suite 325, Andover, MA 01810
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (978) 738-0900
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)) |
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Explanatory Note
On January 22, 2010, MEMSIC, Inc. (“MEMSIC”) filed a Current Report on Form 8-K disclosing its acquisition from Crossbow Technology, Inc. (“Crossbow”) of assets related to Crossbow’s commercial (non-military) Inertial Systems business and Wireless Sensor Network (WSN) “Mote” and eKo business (collectively, the “Acquired Business”), including intellectual property rights and fixed assets relating to the Acquired Business. This Amendment No. 1 to Current Report on Form 8-K/A amends Item 9.01 to provide the required financial statements and pro forma financial information that were not available at the time of the original filing.
| Item 9.01 | Financial Statement and Exhibits |
| (a) | Financial Statements of Businesses Acquired. |
Attached hereto as Exhibit 99.1 and incorporated by reference herein are the audited special-purpose statements of assets acquired and liabilities assumed of the Acquired Business as of December 31, 2009 and 2008 and the related special-purpose statements of direct revenues and direct expenses for the years then ended and the notes to the special-purpose statements, together with the report thereon of Frank, Rimerman + Co. LLP, independent certified public accountants.
| (b) | Pro Forma Financial Information. |
Attached hereto as Exhibit 99.2 and incorporated by reference herein are the unaudited pro forma combined balance sheet of MEMSIC and of the assets acquired and liabilities assumed of Crossbow as of December 31, 2009, and the unaudited pro forma combined statement of operations of MEMSIC and of the direct revenues and direct expenses of the Acquired Business for the years ended December 31, 2009.
| (d) | Exhibits. |
| Number |
Title | |
| 23.1 | Consent of Frank, Rimerman + Co. LLP | |
| 99.1 | Audited special-purpose financial statements of business acquired from Crossbow Technology, Inc. for the years ended December 31, 2009 and 2008 | |
| 99.2 | Unaudited pro forma combined financial statements for MEMSIC, Inc. and business acquired from Crossbow | |
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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.
| MEMSIC, Inc. | ||||
| Date: April 5, 2010 | By: | /S/ PATRICIA NIU | ||
| Patricia Niu | ||||
| Chief Financial Officer | ||||
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