Item 2.01 Completion of Acquisition or Disposition of Assets
On February 18, 2009, Universal Electronics Inc. (the "Company"), through
certain of its wholly-owned subsidiaries, acquired the universal remote control
software technology and related assets (the "Universal Remote Control Software
Assets") of Zilog, Inc., a Delaware corporation ("Zilog"), pursuant to an Asset
Purchase Agreement (the "Purchase Agreement"), dated February 18, 2009, by and
among Maxim Integrated Products, Inc., a Delaware corporation ("Maxim"), the
Company, UEI Cayman Inc., a company organized under the Laws of the Cayman
Islands, UEI Electronics Private Limited, a company organized under the Laws of
the India, Zilog and ZiLOG India Electronics Pvt Ltd, a company organized under
the laws of India. The Universal Remote Control Software Assets include Zilog's
library and database of infrared codes and software tools. In related
transactions, Maxim acquired certain assets related to the hardware portion of
Zilog's wireless control business and to Zilog's secured transaction product
line.
The Company acquired Zilog's Universal Remote Control Software Assets in an
all-cash transaction for a purchase price of $9.5 million plus certain expenses,
fees and taxes.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Pursuant to General Instruction B.2 of Form 8-K, the information
contained in Exhibit 99.1 will be deemed furnished, and not "filed," for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or incorporated by reference in any filing under the Exchange
Act or the Securities Act of 1933, as amended, except as expressly set forth by
specific reference in any such filing.
99.1 Press Release dated February 19, 2009, entitled "Universal Electronics
Acquires Zilog's Universal Remote Control Software Technology and Related
Assets".
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