- Current report filing (8-K)
December 10 2012 - 6:11AM
Edgar (US Regulatory)
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 9, 2012
MIPS TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in
Charter)
Delaware
|
000-24487
|
77-0322161
|
(State or Other Jurisdiction of
Incorporation)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification No.)
|
955 East Arques Avenue
|
|
Sunnyvale, CA
|
94085
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
____________________
(408) 530-5000
(Registrant’s telephone number, including
area code)
____________________
Check the appropriate box below if the Form
8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
|
£
|
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
S
|
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))
|
On December 9, 2012, MIPS Technologies, Inc. (“MIPS”)
announced that it entered into an amendment (the "Amendment") to the Agreement and Plan of Merger by and among MIPS,
Imagination Technologies Group plc (LSE: IMG) (“Imagination”) and Imagination Acquisition Sub, Inc. previously announced
on November 5, 2012. The Amendment provides for an increased purchase price of $80 million and the removal of the conditions to
closing requiring the approval of the Committee on Foreign Investment in the United States and that MIPS is not a real property
holding corporation.
A copy of the press release issued by MIPS on December 9, 2012
is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Additional Information and Where You Can Find It
This communication may be deemed to be solicitation
material in respect of the proposed transaction between MIPS and Imagination Technologies. In connection with the proposed
transaction, MIPS intends to file a definitive proxy statement and other relevant materials with the SEC. The proxy statement
and other relevant materials, and any other documents to be filed by MIPS with the SEC, may be obtained free of charge at the
SEC’s website at www.sec.gov or from MIPS’ website at www.mips.com or by contacting MIPS Investor Relations at:
ir@mips.com. Investors and security holders of MIPS are urged to read the proxy statement and the other relevant materials
when they become available before making any voting or investment decision with respect to the proposed transaction between
MIPS and Imagination Technologies because they will contain important information about the transaction and the parties to
the transaction.
MIPS and its executive officers, directors and other members
of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from MIPS’
stockholders in favor of the proposed transaction. A list of the names of MIPS’ executive officers and directors and a description
of their respective interests in MIPS are set forth in the proxy statement for MIPS’ 2011 Annual Meeting of Stockholders,
MIPS’ 2012 Annual Report on Form 10-K and Amendment No. 1 thereto, in any documents subsequently filed by its directors and
executive officers under the Securities Exchange Act of 1934, as amended, and the proxy statement and other relevant materials
filed with the SEC in connection with the transactions when they become available. Certain executive officers and directors of
MIPS have interests in the proposed transaction that may differ from the interests of stockholders generally, including benefits
conferred under retention, severance and change in control arrangements and continuation of director and officer insurance and
indemnification. These interests and any additional benefits in connection with the proposed transaction will be described in the
proxy statement relating to such transaction when it becomes available.
Item 9.01.
|
Financial Statements and Exhibits.
|
|
|
(d) Exhibits.
|
|
|
Exhibit
No.
|
|
Description
|
|
|
99.1
|
|
Press release issued by MIPS Technologies, Inc. on December 9, 2012.
|
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.
MIPS Technologies, Inc.
By:
/s/ William Slater
William Slater
Chief Financial Officer and Treasurer
Date: December 9, 2012
Mips Technologies, Inc. (MM) (NASDAQ:MIPS)
Historical Stock Chart
From Jun 2024 to Jul 2024
Mips Technologies, Inc. (MM) (NASDAQ:MIPS)
Historical Stock Chart
From Jul 2023 to Jul 2024