Zilog, Inc. (Exact name of registrant as specified in its charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 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): January 18, 2008 Zilog, Inc. (Exact name of registrant as specified in its charter) Delaware (State of other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 6800 Santa Teresa Boulevard San Jose, California (Address of principal executive offices including zip code) (408) (Registrant's telephone number, including area code) 532 Race Street, San Jose, California (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 obligation of the registrant under any of the following provisions: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

2 Item Other Events. On January 18, 2008, ZiLOG, Inc. (the "Company") issued a press release in connection with its receipt of an unsolicited offer to purchase the Company from Universal Electronics Inc. A copy of the press release is furnished as an exhibit to this Form 8-K. This Form 8-K and the attached exhibit are furnished to but not filed with the Securities and Exchange Commission. Item Financial Statements and Exhibits. Exhibit Description 99.1 ZiLOG, Inc. Press Release, dated January 18, 2008

3 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 thereunto duly authorized. Date: January 18, 2008 Zilog, Inc. By: /s/ Perry J. Grace Perry J. Grace Vice President and Chief Financial Officer

4 EXHIBIT INDEX Exhibit Description 99.1 ZiLOG, Inc. Press Release, dated January 18, 2008 Also provided in PDF format as a courtesy.

5 Exhibit 99.1 Zilog Responds to UEI Unsolicited Acquisition Proposal San Jose, Calif. - January 18, Zilog, Inc. (Nasdaq: ZILG) today announced that it has received from Universal Electronics, Inc. an unsolicited, nonbinding and conditional proposal to acquire the company. Zilog also announced that it has received a copy of the Schedule 13D filed today by Riley Investment Management LLC disclosing the unsolicited acquisition proposal. Zilog's Board of Directors, consistent with its fiduciary duties, and in consultation with its financial and legal advisors, will promptly and carefully review and consider the UEI proposal and, following that review, respond formally to UEI's proposal and advise Zilog's shareholders of the Board's response. In connection with its review, the Board will also consider alternative courses of action for the company, including continuing with the implementation of the company's current business plan which is designed to significantly enhance shareholder value. Zilog emphasized that its Board of Directors is committed to pursuing the course of action which it believes will maximize value for all shareholders and to ensuring that this course of action will have no negative impact on our level of customer service. Zilog has retained LRG Capital Corporate Advisory Group, LLC as financial advisor to Zilog and Skadden, Arps, Slate, Meagher & Flom LLP as legal counsel to assist with its review of the UEI proposal. About Zilog Founded in 1974, Zilog is a global supplier of 8, 16 and 32-bit microcontroller and microprocessor "system-on-a-chip" (SoC) solutions that allow design engineers the freedom and creativity required for continued innovation in embedded design. The company won international acclaim for designing one of the first architectures in the microprocessors and microcontrollers industry. Today, Zilog designs, develops and markets a broad portfolio of devices for embedded control and communication applications used in consumer electronics, home appliances, security systems, point of sales terminals, personal computer peripherals, as well as industrial and automotive applications. Zilog is headquartered in San Jose, California, and employs approximately 500 people worldwide with sales offices throughout Asia, Europe and North America. For more information about Zilog and its products, visit the Company's website at: Zilog is a registered trademark of Zilog, Inc. in the United States and in other countries. Other product and or service names mentioned herein may be trademarks of the companies with which they are associated.

6 Forward Looking Statements This release contains forward-looking statements relating to expectations, plans, prospects for Zilog, Inc. that are based upon the current expectations and beliefs of Zilog's management and Board and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The unsolicited offer by UEI may not result in a transaction that the Board would support or one that would garner shareholder approval. Notwithstanding changes that may occur with respect to matters relating to any forward looking statements, Zilog does not expect to, and disclaims any obligation to, update such statements. Zilog, however, reserves the right to update such statements or any portion thereof at any time for any reason. For a detailed discussion of these and other cautionary statements, please refer to the risk factors discussed in filings with the U.S. Securities and Exchange Commission ("SEC"), including but not limited to the Company's amended Annual Report on Form 10-K for the year ended March 31, 2007, and any subsequently filed reports. All documents also are available through the SEC's Electronic Data Gathering Analysis and Retrieval system (EDGAR) at or from Zilog 's Web site at 2