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MXL > SEC Filings for MXL > Form 8-K on 31-Oct-2012All Recent SEC Filings

Show all filings for MAXLINEAR INC

Form 8-K for MAXLINEAR INC


31-Oct-2012

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01. Entry into a Material Definitive Agreement.

On October 31, 2012, we agreed to repurchase an aggregate of 500,000 shares of our Class B Common Stock held by U.S. Venture Partners VIII, L.P., USVP VIII Affiliates Fund, L.P., USVP Entrepreneur Partners VIII-A, L.P. and USVP Entrepreneur Partners VIII-B, L.P., which we refer to collectively as USVP. Following the repurchase, USVP will hold an aggregate of 1,896,571 shares of our Class B Common Stock and no shares of our Class A common stock.

We will effect the repurchase pursuant to a stock repurchase agreement. The per share repurchase price for the shares repurchased will be the closing price of our Class A common stock in trading on the New York Stock Exchange on the first day that the New York Stock Exchange is open for trading after October 30, 2012. The repurchase is subject to standard closing and settlement conditions.

We entered into the stock repurchase agreement upon exercise of a right of notice and opportunity to repurchase set forth in a separate agreement with USVP (referred to as the "prior agreement"). We disclosed the prior agreement in a Current Report on Form 8-K filed with the SEC on August 22, 2012. The right of notice and opportunity to repurchase described in our prior filing will expire on February 21, 2013.

The stock repurchase agreement and the related transactions disclosed today were approved by a special committee of directors authorized to approve repurchases upon exercise of our rights under the prior agreement.

A copy of the stock repurchase agreement we entered with USVP is attached to this Current Report on Form 8-K and incorporated herein by reference. The description of the repurchase agreement provided herein is qualified in its entirety by reference to the terms of the agreement as set forth in Exhibit 10.24.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit                                  Description

10.24       Stock Repurchase Agreement, dated October 31, 2012, by and among the
            Company, U.S. Venture Partners VIII, L.P, USVP VIII Affiliates Fund,
            L.P., USVP Entrepreneur Partners VIII-A, L.P. and USVP Entrepreneur
            Partners VIII-B, L.P.

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