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) December 14, 2001
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Microtune, Inc.
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(Exact name of registrant as specified in charter)
Delaware 000-31029-40 75-2883117
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2201 Tenth Street, Plano, Texas 75074
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 673-1600
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(Former name or former address, if changed since last report)
Item 5. Other Events
On December 14, 2001, Microtune, Inc. (the "Company") entered into an
Underwriting Agreement (the "Underwriting Agreement") by and among each of the
Company and certain stockholders of the Company (the "Selling Stockholders") and
each of J.P. Morgan Securities Inc., Salomon Smith Barney Inc., SG Cowen
Securities Corporation, and Prudential Securities Incorporated, as
representatives of the several underwriters, related to the public offering of
5,000,000 shares of its common stock at $23.00 per share. The offering will also
include 2,000,000 shares to be offered by certain affiliate funds of Hicks Muse
Tate & Furst, Incorporated, a private investment firm, as selling stockholders.
There will be no management or employee shares in the offering. The underwriters
have an option to purchase an additional 1,050,000 shares from the selling
stockholders to cover over-allotments.
The shares will be offered under Microtune's shelf registration statement
that was initially filed with the Securities and Exchange Commission on August
17, 2001 and declared effective on December 7, 2001. J.P. Morgan Securities Inc.
and Salomon Smith Barney Inc. are acting as joint bookrunning lead managers for
the offering. SG Cowen Securities Corporation and Prudential Securities
Incorporated are acting as co-managers for the offering. Microtune intends to
use the net proceeds from the offering for working capital and other general
corporate purposes.
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and
is incorporated herein by reference. The sale and issuance of the Common Stock
contemplated by the Underwriting Agreement will be consummated on or about
December 19, 2001.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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1.1 Underwriting Agreement, dated as of December 14,
2001, between each of Microtune, Inc. and certain
stockholders of Microtune, Inc. and each of J.P.
Morgan Securities Inc., Salomon Smith Barney
Inc., SG Cowen Securities Corporation and
Prudential Securities Incorporated.
SIGNATURES
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.
Microtune, Inc.
Date: December 14, 2001 By: /s/ Everett "Buddy" Rogers
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Everett "Buddy" Rogers
Chief Financial Officer
Exhibit Index
Exhibit No. Description
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1.1 Underwriting Agreement, dated as of December 14, 2001, between
each of Microtune, Inc. and certain stockholders of Microtune,
Inc. and each of J.P. Morgan Securities Inc., Salomon Smith
Barney Inc., SG Cowen Securities Corporation and Prudential
Securities Incorporated.