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) |
¨ | 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)) |
(a) | Financial statements of businesses acquired. |
• | Audited consolidated balance sheets of PMC as of December 27, 2014 and December 28, 2013; and |
• | Audited consolidated statements of operations, comprehensive income (loss), cash flows and stockholders’ equity of PMC for each of the three years in the period ended December 27, 2014. |
• | Unaudited condensed consolidated balance sheet of PMC as of September 26, 2015; and |
• | Unaudited condensed consolidated statements of operations and comprehensive income (loss) of PMC for the three and nine months ended September 26, 2015 and September 27, 2014 and unaudited condensed consolidated statements of cash flows of PMC for the nine months ended September 26, 2015 and September 27, 2014. |
(b) | Pro forma financial information. |
• | Unaudited pro forma condensed combined balance sheet as of September 27, 2015; and |
• | Unaudited pro forma condensed combined statement of operations for the twelve months ended September 27, 2015. |
Exhibit No. | Description | |
23.1 | Consent of Ernst & Young, LLP as Independent Registered Public Accounting Firm to PMC-Sierra, Inc. | |
23.2 | Consent of Deloitte LLP, as Independent Registered Public Accounting Firm to PMC-Sierra, Inc. | |
99.3 | Audited consolidated financial statements of PMC as of December 27, 2014 and December 28, 2013 and for the three years ended December 27, 2014, and the related notes (incorporated by reference to the Form 10-K filed by PMC with the SEC on February 24, 2015). File No.: 000-19084. | |
99.4 | Unaudited condensed consolidated financial statements of PMC as of and for the three and nine months ended September 26, 2015 and September 27, 2014, and the related notes (incorporated by reference to the Form 10-Q filed by PMC with the SEC on November 3, 2015). File No.: 000-19084. | |
99.5 | Unaudited Pro Forma Condensed Combined Financial Information as of and for the year ended September 27, 2015. |
Microsemi Corporation | |||
By | /s/ John W. Hohener | ||
John W. Hohener | |||
Executive Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer and duly authorized to sign on behalf of the Registrant) |
Exhibit No. | Description | |
23.1 | Consent of Ernst & Young, LLP as Independent Registered Public Accounting Firm to PMC-Sierra, Inc. | |
23.2 | Consent of Deloitte LLP, as Independent Registered Public Accounting Firm to PMC-Sierra, Inc. | |
99.3 | Audited consolidated financial statements of PMC as of December 27, 2014 and December 28, 2013 and for the three years ended December 27, 2014, and the related notes (incorporated by reference to the Form 10-K filed by PMC with the SEC on February 24, 2015). File No.: 000-19084. | |
99.4 | Unaudited condensed consolidated financial statements of PMC as of and for the three and nine months ended September 26, 2015 and September 27, 2014, and the related notes (incorporated by reference to the Form 10-Q filed by PMC with the SEC on November 3, 2015). File No.: 000-19084. | |
99.5 | Unaudited Pro Forma Condensed Combined Financial Information as of and for the year ended September 27, 2015. |