UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November 30~~January 15, ~~2015~~2016

~~PMC-Sierra~~Microsemi Storage Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware

0-19084

94-2925073

(State or Other Jurisdiction of

Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1380 Bordeaux Drive

Sunnyvale, CA 94089

(408) 239-8000

(Address of principal executive offices, including zip code)

(408) 239-8000

(Registrant’s telephone number, including area code)

~~Not~~PMC-Sierra, ~~Applicable~~ Inc.

(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))

Item 81.~~01.~~02 ~~Other~~Termination ~~Events~~of a Material Definitive Agreement.

On ~~November 30~~January 15, ~~2015~~2016, immediately prior to the Merger (as defined below), the existing credit agreement, dated as of August 2, 2013, as amended (the “Existing Credit Agreement”), with Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the lenders and other parties thereto of Microsemi Storage Solutions, Inc. (f/k/a PMC-Sierra, Inc.), ~~distributed~~a Delaware Corporation (the ~~following~~“Company” ~~materials~~or “PMC”) and Microsemi Storage Solutions US, Inc. (f/k/a PMC-Sierra US, Inc.) was terminated. Credit facilities under the Existing Credit Agreement included a revolving facility maturing on August 2, 2018. The foregoing summary of the Existing Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Existing Credit Agreement a copy of which is attached ~~hereto~~ as anExhibit ~~exhibit~~10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 5, 2013, Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2015, and Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 11, 2015, and incorporated herein by ~~reference:~~ reference.

•Item ~~Microsemi~~2.01. ~~Corporation~~Completion ~~Presentation~~of ~~for~~Acquisition ~~PMC-Sierra~~or ~~Employees,~~Disposition ~~dated~~of ~~November 30, 2015 (Exhibit 99~~Assets.1)

~~Forward~~As previously disclosed, on November 24, 2015, PMC entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Microsemi Corporation, a Delaware corporation (“Microsemi”), Lois Acquisition Corp., a Delaware corporation and a wholly-~~Looking~~owned ~~Statements~~subsidiary of Microsemi (“Purchaser”), and PMC. Pursuant to the Merger Agreement, Purchaser commenced an exchange offer (the “Offer”) to purchase all of the outstanding shares of common stock, par value $0.001 per share, of PMC (the “PMC Shares”) at a purchase price per PMC Share of $9.22 in cash and 0.0771 shares of Microsemi common stock, par value $0.20 per share, together with cash in lieu of any fractional shares of Microsemi common stock, without interest and less any applicable withholding taxes (the “Transaction Consideration”), upon the terms and subject to the conditions set forth in the Prospectus/Offer to Exchange dated December 16, 2015 (together with any amendments and supplements thereto, the “Offer to Exchange”), and the related Letter of Transmittal. The Offer and withdrawal rights expired at midnight New York City time at the end of January 14, 2016, and promptly following such time Purchaser accepted for payment and promptly paid for all validly tendered PMC Shares in accordance with the terms of the Offer.

~~Certain~~On ~~statements~~January ~~made herein~~15, ~~including~~2016, ~~for~~pursuant ~~example,~~to ~~information~~the ~~regarding~~terms and ~~the~~conditions ~~proposed~~of ~~transaction~~the ~~between~~Merger Agreement, Microsemi ~~and~~completed its acquisition of PMC, from the ~~expected~~stockholders ~~timetable~~and ~~for~~other ~~completing~~equity ~~the~~holders of ~~transaction,~~PMC ~~and~~when ~~the~~Purchaser ~~potential~~merged ~~benefits~~with ofand ~~the~~into ~~transaction~~PMC, ~~are~~with ~~“forward-looking statements”~~PMC ~~within~~surviving ~~the~~as ~~meaning~~a wholly-owned subsidiary of Microsemi (the ~~Private~~“Merger”). The ~~Securities~~Merger ~~Litigation~~was ~~Reform~~governed ~~Act~~by Section 251(h) of ~~1965~~the Delaware General Corporation Law, ~~Section 27A~~as ofamended (the ~~Securities~~“DGCL”) ~~Act~~with ofno stockholder ~~1933~~vote ~~and~~required ~~Section 21E~~to ofconsummate the ~~Securities~~Merger. ~~Exchange~~At ~~Act~~the effective time of ~~1934.~~the ~~These~~Merger ~~forward-looking~~(the ~~statements~~“Effective ~~reflect~~Time”), ~~the~~each ~~current~~PMC ~~analysis~~Share ofoutstanding ~~existing~~(other ~~information~~than ~~and~~PMC ~~are~~Shares ~~subject~~directly toowned ~~various~~by ~~risks~~PMC, ~~and~~Microsemi, ~~uncertainties.~~Purchaser Asor aother ~~result~~subsidiaries of Microsemi, ~~caution~~which were ~~must~~canceled beand ~~exercised~~ceased into ~~relying~~exist, onand ~~forward-looking~~PMC ~~statements.~~Shares ~~Due~~held toby ~~known~~stockholders ~~and~~that ~~unknown~~are ~~risks,~~entitled ~~our~~to ~~actual~~and ~~results~~have ~~may~~properly ~~differ~~demanded ~~materially~~appraisal ~~from~~of ~~our~~such ~~expectations~~PMC orShares ~~projections.~~under the DGCL) was converted into the right to receive the Transaction Consideration.

The ~~following~~aggregate ~~factors,~~consideration ~~among others, could cause actual results~~ to differ materially from those described in these forward-looking statements: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that could be ~~instituted against PMC or its directors or~~paid ~~Microsemi related~~ to ~~the~~stockholders ~~merger agreement; the possibility that various conditions to the consummation of the Microsemi exchange offer~~ and ~~merger~~other ~~may~~equity ~~not~~holders ~~be satisfied or waived, including the receipt~~ of all regulatory clearances related to the merger; the failure of Microsemi to obtain the necessary financing pursuant to the arrangements set forth in the debt commitment letters delivered pursuant to the merger agreement or otherwise; uncertainty as to how many shares of PMC ~~common~~by ~~stock will be tendered into the~~ Microsemi ~~exchange offer; the risk that the Microsemi exchange offer and merger will not close within the anticipated time periods; risks related~~ to ~~the~~acquire ~~ultimate outcome and results of integrating the operations of Microsemi and~~ PMC, ~~the~~is ~~ultimate~~approximately ~~outcome~~$1.9 ofbillion Microsemi’s operating strategy applied to PMC and the ultimate ability to realize synergies; the effects of the business combination on Microsemi and PMC, including on the combined company’s future financial condition, operating results, strategy and plans; risks that the proposed transaction disrupts current plans and operations, and potential difficulties in ~~employee~~cash ~~retention~~plus ~~as a result of the merger; risks related to~~approximately ~~Microsemi’s~~18.9 ~~ability~~million toshares ~~successfully implement its acquisition strategy or integrate other acquired companies; uncertainty as to the future profitability~~ of ~~businesses acquired by~~ Microsemi, ~~and~~common ~~delays in the realization of~~stock, orwithout ~~the~~giving ~~failure~~effect to ~~realize,~~ ~~any accretion from acquisition transactions by Microsemi; risks~~ related totransaction ~~Microsemi’s~~fees ~~reliance on government contracts for a significant portion of its sales, including impacts of any termination or renegotiation of such contracts, uncertainties of governmental appropriations~~ and national defense policies and priorities and effects of any past or future government shutdowns; the risk of downturns in the highly cyclical semiconductor industry; the effects of local and national economic, credit and capital market conditions on the economy in general, and other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in our other reports and other public filings with the Uexpenses.S. Securities and Exchange Commission (“SEC”), including, but not limited to, those detailed in PMC’s Annual Report on Form 10-K for the year ended December 27, 2014 and PMC’s most recent quarterly report filed with the SEC, and Microsemi’s Annual Report on Form 10-K for the year ended September 27, 2015 filed with the SEC. The forward-looking statements contained herein are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

~~Important~~The ~~Additional~~foregoing ~~Information~~description of the Merger Agreement does not purport to be ~~Filed~~ ~~with~~complete and is qualified in its entirety by reference to the ~~SEC~~Merger Agreement, a copy of which is incorporated by reference as Exhibit 2.1 to this Form 8-K, and is incorporated herein by reference.

~~This~~Item ~~document relates to a pending business combination transaction between Microsemi and PMC~~3.01. ~~The~~Notice ~~exchange~~of ~~offer~~Delisting ~~referenced~~or ~~in this~~Failure ~~document~~to ~~has~~Satisfy ~~not~~a ~~yet~~Continued ~~commenced.~~Listing ~~This~~Rule ~~document~~or ~~does~~Standard; ~~not~~Transfer ~~constitute~~of ~~an offer to sell or~~ Listing.

~~exchange,~~On orJanuary ~~the solicitation of an offer to buy or exchange~~15, ~~any securities~~2016, ~~nor~~as ~~shall~~a ~~there~~result ~~be any sale~~ of ~~securities~~the transactions indescribed ~~any jurisdiction~~ in ~~which~~Item ~~such~~2.01 ~~offer,~~of ~~sale~~this orCurrent ~~exchange~~Report ~~would~~on beForm ~~unlawful prior~~8-K, towhich ~~registration~~are orincorporated ~~qualification~~by ~~under~~reference herein, the ~~securities~~Company requested ~~laws~~that ofthe ~~any~~PMC ~~such~~Shares ~~jurisdiction.~~be ~~Microsemi~~withdrawn ~~will~~from ~~file~~listing ~~a registration statement~~ on ~~Form~~the ~~S-4~~NASDAQ ~~related~~Global toSelect ~~the~~Market ~~transaction~~as ~~with~~of the ~~SEC~~close ~~and~~of ~~may~~market ~~file~~on ~~amendments~~January 15, ~~thereto~~2016. ~~Microsemi~~Accordingly, ~~and a wholly-owned subsidiary of Microsemi will file a tender offer statement~~ on ~~Schedule~~January TO15, ~~(including~~2016, athe ~~prospectus/offer~~NASDAQ toStock ~~exchange~~Market, aLLC ~~related~~(the ~~letter of transmittal and other exchange offer documents~~“NASDAQ”) ~~related~~filed ~~to the transaction~~ with the ~~SEC~~Securities and ~~may file amendments~~ ~~thereto.~~Exchange ~~PMC~~Commission ~~will~~(the ~~file~~“SEC”) a ~~recommendation~~Form ~~statement~~25 onNotification ~~Schedule~~of ~~14D-9~~Removal ~~with~~from ~~the~~Listing ~~SEC~~ and/or ~~may~~Registration ~~file~~under ~~amendments~~Section ~~thereto.~~12(b) of ~~PMC~~the ~~and~~Securities ~~Microsemi~~Exchange ~~may~~Act ~~also~~of ~~file~~1934, ~~other~~as ~~documents~~amended ~~with~~ (the ~~SEC~~“Exchange ~~regarding~~Act”), ~~the~~to ~~transaction.~~delist ~~This~~and ~~document~~deregister isthe ~~not~~PMC aShares. ~~substitute~~Upon the ~~for~~filing ~~any registration~~of ~~statement,~~the ~~Schedule~~Form TO25, ~~Schedule~~the ~~14D-9~~PMC orShares ~~any~~were ~~other~~delisted ~~document~~from ~~which~~the ~~PMC~~NASDAQ. orThe ~~Microsemi~~Company ~~may~~intends to file with the SEC ina ~~connection~~Form ~~with~~15 under the ~~transaction.~~Exchange ~~Investors~~Act ~~and~~relating ~~security holders are urged~~ to ~~read~~ the ~~registration statement~~Shares, ~~the~~which ~~Schedule TO~~will ~~(including~~terminate ~~the prospectus/offer to exchange, related letter of transmittal~~ and ~~other~~suspend ~~exchange offer documents),~~ the ~~recommendation~~Company’s ~~statement~~reporting onobligations ~~Schedule~~under ~~14D-9~~Sections 13 and ~~the~~15(d) ~~other~~of ~~relevant materials with respect to~~ the ~~transaction~~Exchange ~~carefully and in their entirety when they become available before making any investment decision with respect to the transaction~~Act, ~~because they will contain important information about the transaction~~respectively.

~~Such~~Item ~~materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s Web site: www~~3.~~sec~~03.~~gov.~~ InMaterial ~~addition, PMC’s~~Modification ~~stockholders will be able~~ to ~~obtain~~Rights ~~free copies~~ of ~~such~~Security ~~materials by contacting Joel Achramowicz at (408) 239-8630~~Holders.

~~Item~~At ~~9.01.~~the ~~Financial~~Effective ~~Statements~~Time, each PMC Share outstanding (other than PMC Shares directly owned by PMC, Microsemi, Purchaser or other subsidiaries of Microsemi, which will be canceled and ~~Exhibits~~shall cease to exist, and PMC Shares held by stockholders that are entitled to and properly demanded appraisal of such PMC Shares under the DGCL) was converted into the right to receive the Transaction Consideration.

~~(d)~~The ~~Exhibits~~information contained in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Exhibit No.		Exhibit
99.1		Microsemi Corporation Presentation for PMC-Sierra Employees, dated November 30, 2015

Item 5.01.

Changes in Control of Registrant.

~~SIGNATURE~~As a result of Purchaser’s acceptance for payment of all validly tendered PMC Shares in accordance with the terms of the Offer and the consummation of the Merger under Section 251(h) of the DGCL on January 15, 2016, a change in control of the Company occurred. Upon the Effective Time, PMC became a wholly-owned subsidiary of Microsemi. The information disclosed under Items 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

~~Pursuant~~Item to5.02. ~~the~~Departure ~~requirements~~ of ~~the~~Directors ~~Securities~~or ~~Exchange~~Certain ~~Act~~Officers; Election of ~~1934,~~Directors; ~~the~~Appointment ~~registrant~~of ~~has~~Certain ~~duly~~Officers; ~~caused~~Compensatory ~~this~~Arrangements ~~report~~of toCertain ~~be signed on its behalf by the undersigned hereunto duly authorized~~Officers.

In accordance with the terms of the Merger Agreement, at the Effective Time all of the members of the Company’s board of directors were removed and the directors of Purchaser immediately prior to the Effective Time, which consisted of Steven G. Litchfield and Paul Pickle, became the only directors of the Company immediately after the Effective Time. The foregoing description of the Merger Agreement is qualified in its entirety by the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Microsemi with the SEC on November 24, 2015. Following the Effective Time, the board of directors of the Company appointed two additional directors, Esam Elashmawi and John W. Hohener.

~~Exhibit~~Following ~~Index~~the Effective Time, each of the executive officers of the Company including Greg Lang (the Company’s President and Chief Executive Officer), Steven J. Geiser (the Company’s Vice President and Chief Financial Officer), Travis Karr (the Company’s Vice President and General Manager, Enterprise Storage Division) and Alinka Flaminia (the Company’s Vice President, General Counsel and Corporate Secretary) were removed from their respective positions by the board of directors of the Company. Also following the Effective Time, Paul Pickle was appointed as the President of the Company and John W. Hohener was appointed as the Chief Financial Officer and Treasurer of the Company.

Exhibit No.		Exhibit
99.1		Microsemi Corporation Presentation for PMC-Sierra Employees, dated November 30, 2015

The newly appointed officers and directors of PMC are all existing executive officers or employees of Microsemi Corporation appointed to such positions at PMC in connection with Microsemi’s acquisition of PMC and are not entering into additional compensation arrangements in connection with such appointments. Information regarding Messrs. Litchfield, Hohener and Pickle can be found under the sections “Election of Directors,” “Executive Officers,” “Executive Compensation,” “Director Compensation” and “Stock Ownership of Certain Beneficial Owners and Management” in the Proxy Statement related to Microsemi’s 2016 Annual Meeting, as filed on Schedule 14A with the SEC on December 16, 2015, which information has been incorporated by reference into Items 10, 11 and 12 of Part III of Microsemi’s Annual Report on Form 10-K for the year ended September 27, 2015, as filed with the SEC on November 12, 2015, and is incorporated herein by reference. There are no family relationships between any of the newly appointed directors and officers of PMC and any director or other executive officer of PMC nor are there any transactions between any such director or officer or any immediate family of such person and PMC or any of its subsidiaries that would be reportable as a related party transaction under the rules of the United States Securities and Exchange Commission. There is also no other arrangement or understanding between any of the newly appointed directors and any other persons or entities pursuant to which such person was appointed as a director of PMC.

Item 5.03.

Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the consummation of the Merger, the Company’s certificate of incorporation, as amended and restated, and its by-laws, as amended and restated, became the certificate of incorporation, as amended and restated, and the bylaws, as amended and restated, respectively, of the corporation surviving the Merger.

On January 15, 2016, the Company amended and restated its certificate of incorporation and its bylaws in their entirety.

The certificate of incorporation and bylaws as so amended and restated are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits


Exhibit No.		Exhibit


2.1		Agreement and Plan of Merger, dated as of November 24, 2015, by and among Microsemi Corporation, Lois Acquisition Corp. and PMC-Sierra, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by PMC-Sierra, Inc. on November 24, 2015). *

3.1		Second Amended and Restated Certificate of Incorporation of PMC-Sierra, Inc.
3.2		Bylaws of PMC-Sierra, Inc.


* Certain schedules have been omitted and Microsemi Corporation agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedules upon request.

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.


	MICROSEMI STORAGE SOLUTIONS, INC. (f/k/a/ PMC-SIERRA, INC.)


Dated: January 21, 2016	By:	/s/Paul Pickle
		Name:	Paul Pickle
		Title:	President

Exhibit Index


Exhibit No.		Exhibit


2.1		Agreement and Plan of Merger, dated as of November 24, 2015, by and among Microsemi Corporation, Lois Acquisition Corp. and PMC-Sierra, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by PMC-Sierra, Inc. on November 24, 2015). *


3.1		Second Amended and Restated Certificate of Incorporation of PMC-Sierra, Inc.
3.2		Bylaws of PMC-Sierra, Inc.


* Certain schedules have been omitted and Microsemi Corporation agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedules upon request.

PMC-SIERRA, INC.

Dated: November 30, 2015

/s/ Alinka Flaminia

Alinka Flaminia

Vice President, General Counsel and Corporate Secretary

Filing Compare · PMC SIERRA INC