` 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): December 19, 2001
(December 16, 2001)
ALPHA INDUSTRIES, INC.
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(Exact name of registrant as specified in charter)
Delaware 1-5560 04-2302115
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
20 Sylvan Road, Woburn, MA 01801
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 935-5150
Item 5. Other Events.
On December 16, 2001, Alpha Industries, Inc. (the "Registrant")
entered into an Agreement and Plan of Reorganization dated as of December
16, 2001 (the "Merger Agreement") with Conexant Systems, Inc. ("Conexant")
and Washington Sub, Inc., a wholly-owned subsidiary of Conexant
("Washington"). Conexant and Washington also entered into a Contribution
and Distribution Agreement dated as of December 16, 2001 (the "Distribution
Agreement"). Pursuant to the Distribution Agreement, Conexant will
contribute to Washington the wireless communications business presently
conducted by Conexant, excluding certain assets and liabilities as set
forth in the Distribution Agreement, and will distribute all the
outstanding shares of Washington to Conexant's shareowners (the
"Spin-off"). Immediately thereafter, pursuant to the Merger Agreement,
Washington will merge with and into the Registrant, with the Registrant as
the surviving corporation (the "Merger"). The Merger is subject to, among
other things, regulatory approval, a ruling by the IRS that the Spin-off
qualifies as tax-free and approval by the Registrant's stockholders.
Upon completion of the Merger, the Registrant will purchase (i)
Conexant's semiconductor assembly, module manufacturing and test facility,
located in Mexicali, Mexico, pursuant to the Mexican Stock and Assset
Purchase Agreement dated as of December 16, 2001 between Conexant and the
Registrant (the "Mexicali Agreement") and (ii) Conexant's Package Design
Team that supports the Mexicali facility, pursuant to the U.S. Asset
Purchase Agreement dated as of December 16, 2001 between Conexant and the
Registrant (the "U.S. Assset Purchase Agreement").
The foregoing description of the Merger, the Merger Agreement,
the Distribution Agreement, the Mexicali Agreement and the U.S. Asset
Purchase Agreement is qualified in its entirety by reference to the Merger
Agreement, the Distribution Agreement, the Mexicali Agreement, the U.S.
Asset Purchase Agreement and the joint press release of the Registrant and
Conexant dated as of December 17, 2001, copies of which are filed herewith
as Exhibits 2.1, 2.2, 2.3, 2.4 and 99.1, respectively, and each of such
Exhibits is hereby incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit
Number Description
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2.1 Agreement and Plan of Reorganization dated as of
December 16, 2001 by and among Conexant Systems, Inc.,
Washington Sub, Inc. and Alpha Industries, Inc.
(excluding exhibits).
2.2 Contribution and Distribution Agreement dated as of
December 16, 2001 by and between Conexant Systems, Inc.
and Washington Sub, Inc. (excluding exhibits).
2.3 Mexican Stock and Asset Purchase Agreement dated as of
December 16, 2001 by and between Conexant Systems, Inc.
and Alpha Industries Inc. (excluding exhibits).
2.4 U.S. Asset Purchase Agreement dated as of December 16, 2001
by and between Conexant Systems, Inc. and Alpha Industries,
Inc. (excluding exhibits).
99.1 Press release dated December 17, 2001.
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.
ALPHA INDUSTRIES, INC.
Date: December 19, 2001 By: /s/ Paul E. Vincent
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Paul E. Vincent
Chief Financial Officer and Secretary
EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Reorganization dated as of
December 16, 2001 by and among Conexant Systems, Inc.,
Washington Sub, Inc. and Alpha Industries, Inc.
(excluding exhibits).
2.2 Contribution and Distribution Agreement dated as of
December 16, 2001 by and between Conexant Systems, Inc.
and Washington Sub, Inc. (excluding exhibits).
2.3 Mexican Stock and Asset Purchase Agreement dated as of
December 16, 2001 by and between Conexant Systems, Inc.
and Alpha Industries Inc. (excluding exhibits).
2.4 U.S. Asset Purchase Agreement dated as of December 16, 2001
by and between Conexant Systems, Inc. and Alpha Industries,
Inc. (excluding exhibits).
99.1 Press release dated December 17, 2001.