- Current report filing (8-K)
26 June 2009 - 5:38AM
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): June 25, 2009
SIRF TECHNOLOGY HOLDINGS,
INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-50669
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77-0576030
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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217 Devcon Drive
San Jose, California
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95112
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(Address of principal executive offices)
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(Zip Code)
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(408) 467-0410
(Registrants telephone number, including area code)
N/A
(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 obligations of the registrant under any of the following provisions (see General Instruction A.2.
below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
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On June 25, 2009, stockholders
of SiRF Technology Holdings, Inc. (SiRF) voted at a special meeting to adopt the Agreement and Plan of Merger, dated as of February 9, 2009 (the Merger Agreement), by and among CSR plc (CSR), Shannon
Acquisition Sub, Inc., a direct, wholly owned subsidiary of CSR (Merger Sub), and SiRF, pursuant to which Merger Sub will merge with and into SiRF, with SiRF surviving the merger as a direct, wholly owned subsidiary of CSR (the
Merger).
Under the terms of the Merger Agreement, SiRF stockholders will receive 0.741 of a CSR ordinary share for each share
of SiRF common stock they own at the closing of the Merger. The transactions contemplated by the Merger Agreement are expected to close on June 26, 2009, subject to customary closing conditions and the admission of CSR ordinary shares issuable
to SiRF stockholders to the Official List of the United Kingdom Listing Authority.
The Merger Agreement was originally filed by SiRF with
the Securities and Exchange Commission on February 10, 2009 as an exhibit to its Current Report on Form 8-K.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995 which represent the current expectations and beliefs of management of SiRF concerning the proposed Merger and other future events and their potential effects on SiRF, including, but not limited to, statements relating to anticipated
financial and operating results, each companys plans, objectives, expectations and intentions, cost savings and other statements, including words such as anticipate, believe, plan, estimate,
expect, intend, will, should, may, and other similar expressions. Such statements are based upon the current beliefs and expectations of our management, are not guarantees of future results
and are subject to a significant number of risks and uncertainties. Actual results may differ materially from the results anticipated in these forward looking statements. The risks and uncertainties we face include, without limitation: the ability
to satisfy conditions to the transaction on the proposed terms and timeframe; the possibility that the Merger does not close when expected or at all; the ability to realize the expected cost and revenue synergies from the Merger in the amounts or in
the timeframe anticipated; the ability to integrate SiRFs businesses into those of CSRs in a timely and cost-efficient manner; the development of the markets for SiRFs and CSRs products, the combined companys ability to
develop and market a multifunction radio product containing our GPS-based location technology and CSRs Bluetooth technology in a timely fashion; weak current economic conditions, uncertain future economic conditions, and the difficulty in
predicting sales, even in the short-term; factors affecting the quarterly results of SiRF, CSR and the combined Company, sales cycles, price reductions, dependence on and qualification of foundries to manufacture the products of SiRF, CSR and the
combined company, production capacity, the ability to adequately forecast demand, customer relationships, the ability of SiRF, CSR and the combined company to compete successfully, our product warranties, the impact of legal proceedings, the impact
of the intellectual property indemnification practices of SiRF, CSR and the combined company; and other risks and uncertainties, including those detailed from time to time in our periodic reports filed with the Securities and Exchange Commission,
including our Current Reports on Form 8-K, Quarterly Reports on Form 10-Q and Annual Report on Form 10-K. In particular, we refer you to the sections entitled RISK FACTORS of the Proxy Statement, dated June 2, 2009, and Item
1A. RISK FACTORS of our Quarterly Report on Form 10-Q for the quarter ended March 28, 2009 filed with the Securities and Exchange Commission, for additional information regarding the risks and uncertainties discussed above as well as
additional risks and uncertainties that may affect our actual results. The forward-looking statements in this communication are qualified by these risk factors. Each statement speaks only as of the date of this communication (or any earlier date
indicated in this communication) and SiRF undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances. Investors, potential investors and others should give careful consideration to these
risks and uncertainties.
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.
Dated: June 25, 2009
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SIRF TECHNOLOGY HOLDINGS, INC.
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By:
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/s/ Dennis Bencala
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Dennis Bencala
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Chief Financial Officer
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