Amendment: Semtech Corporation filed SEC Form 8-K: Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits
$SMTC
Semiconductors
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 11, 2024
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Explanatory Note
This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Semtech Corporation (the “Company”) with the Securities and Exchange Commission on July 12, 2024 (the “Original 8-K”). This Form 8-K/A is being filed solely for the purpose of updating the disclosure under Item 3.02 of the Original 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure under Item 8.01 below is incorporated by reference herein.
The issuance of the Shares (as defined below) by the Company is being made in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act. The Shares will be issued only to investors that qualified as “qualified institutional buyers” (as such term is defined in Rule 144A of the Securities Act) and institutional “accredited investors” (as such term is defined in Rule 501 of the Securities Act).
The Shares have not been registered under the Securities Act or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and such other jurisdictions.
Item 8.01 Other Events.
On July 24, 2024, the Company closed the privately negotiated exchange transactions disclosed in the Original 8-K, and an additional privately negotiated exchange transaction (collectively, the “Exchange Transactions”) with certain holders of its 4.00% Convertible Senior Notes due 2028 (the “2028 Notes”). In the Exchange Transactions, $188,050,000 in aggregate principal amount of the 2028 Notes and accrued interest were exchanged for an aggregate of 10,378,431 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share.
On July 25, 2024, the Company issued a press release announcing the closing of the Exchange Transactions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
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.
| SEMTECH CORPORATION | ||||||||||||||
| Date: | July 25, 2024 | /s/ Mark Lin | ||||||||||||
| Name: | Mark Lin | |||||||||||||
| Title: | Chief Financial Officer | |||||||||||||