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): April 13, 2006
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.) |
| 2381 Morse Avenue, Irvine, California |
92614 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
(949) 221-7100
(Former name or former address, if changed since last report.)
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:
| x | 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)) |
INTRODUCTION
This Form 8-K is filed pursuant to Rules 165 and 425 promulgated under the Securities Act of 1933, as amended. Pursuant to Rule 425, the Exhibit filed herewith and incorporated by reference shall be deemed filed with, rather than furnished to, the Securities and Exchange Commission (“SEC”).
Microsemi Corporation (the “Registrant”) has filed with the SEC a registration statement on Form S-4 (Reg. No. 333-130655) on March 23, 2006, and a prospectus on March 28, 2006, for the acquisition of Advanced Power Technology, Inc., a Delaware corporation (“APT”), to which the Exhibit filed herewith relates. Before you take any action, you should read the prospectus and the registration statement and other documents the Registrant or APT has filed with the SEC. You may get these documents for free by visiting EDGAR on the SEC Web Site at www.sec.gov. Alternatively, the Registrant will arrange to send you the prospectus if you request it by calling 949-221-7101.
INFORMATION TO BE INCLUDED IN THE REPORT
Section 8 – Other Events
Item 8.01 Other Events
On April 13, 2006, Advanced Power Technology, Inc. caused to be mailed a Notice of Dissenters’ Appraisal Rights to holders of record of its Common Stock as of March 3, 2006.
A copy of the Notice from Advanced Power Technology, Inc. is attached as Exhibit 99.1 to this report and is incorporated herein by this reference.
Section 9—Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Notice to Holders of APT Common Stock of Dissenters’ Appraisal Rights. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MICROSEMI CORPORATION | ||||||
| (Registrant) | ||||||
| Date: April 13, 2006 | /S/ DAVID R. SONKSEN | |||||
| David R. Sonksen Executive Vice President, Chief Financial Officer, Treasurer and Secretary | ||||||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Notice to Holders of APT Common Stock of Dissenters’ Appraisal Rights. | |