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MSPD > SEC Filings for MSPD > Form 8-K/A on 14-Nov-2013All Recent SEC Filings

Show all filings for MINDSPEED TECHNOLOGIES, INC

Form 8-K/A for MINDSPEED TECHNOLOGIES, INC


14-Nov-2013

Material Modification to Rights of Security Holders, Financial Stat


Item 3.03 Material Modification to Rights of Security Holders.

On November 5, 2013, the Registrant entered into Amendment No. 2 (the "Rights Amendment") to the Section 382 Rights Agreement, dated August 9, 2009 (as amended, the "Rights Agreement"), between Mindspeed Technologies, Inc. ("Mindspeed") and Computershare Shareowners Services LLC (as successor in interest to Mellon Investor Services, LLC), a New Jersey limited liability company (the "Rights Agent"), which excludes from the definition of "Acquiring Person" (as defined in the Rights Agreement) M/A-COM Technology Solutions Holdings, Inc. ("MACOM") and its Affiliates and Associates (as each such term is defined in the Rights Agreement). The Rights Amendment also excludes the transactions contemplated by the Agreement and Plan of Merger, dated November 5, 2013, by and between Mindspeed, MACOM, and Micro Merger Sub, Inc., from the definitions of "Share Acquisition Date" and "Distribution Date" contained in the Rights Agreement. The foregoing description of the Rights Amendment is not a complete description of the terms of the Rights Amendment and is qualified in its entirety by reference to the complete text of the Rights Amendment, which is filed as an exhibit hereto and incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
  No.                                     Description

4.1          Amendment No. 2, dated November 5, 2013, between Mindspeed
             Technologies, Inc. ("Mindspeed") and Computershare Shareowners
             Services LLC (as successor in interest to Mellon Investor Services,
             LLC ("Mellon")), a New Jersey limited liability company (the "Rights
             Agent"), to the Section 382 Rights Agreement, dated August 9, 2009,
             between Mindspeed and Mellon.


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