MSCC / Microsemi Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Microsemi Corp.
US ˙ NASDAQ
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 310568
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Microsemi Corp.
SEC Filings (Chronological Order)
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December 12, 2024 424B2

Microchip Technology Incorporated $1,000,000,000 4.900% Senior Notes due 2028 $1,000,000,000 5.050% Senior Notes due 2030

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration File No. 333-277512 PROSPECTUS SUPPLEMENT (To prospectus dated February 29, 2024) $2,000,000,000 Microchip Technology Incorporated $1,000,000,000 4.900% Senior Notes due 2028 $1,000,000,000 5.050% Senior Notes due 2030 We are offering $1,000,000,000 aggregate principal amount of 4.900% Senior Notes due 2028 (the “2028 Notes”) and $1,0

December 12, 2024 EX-FILING FEES

Calculation of Filing Fee Tables Microchip Technology Incorporated (Issuer) Atmel Corporation (Subsidiary Guarantor) Microchip Holding Corporation (Subsidiary Guarantor) Microchip Technology LLC (Subsidiary Guarantor) Microsemi Corporation (Subsidiar

Exhibit 107 Calculation of Filing Fee Tables S-3 Microchip Technology Incorporated (Issuer) Atmel Corporation (Subsidiary Guarantor) Microchip Holding Corporation (Subsidiary Guarantor) Microchip Technology LLC (Subsidiary Guarantor) Microsemi Corporation (Subsidiary Guarantor) Microchip Storage Solutions LLC (Subsidiary Guarantor) Silicon Storage Technology Inc.

December 11, 2024 424B2

SUBJECT TO COMPLETION, DATED DECEMBER 11, 2024 Microchip Technology Incorporated $   % Senior Notes due 20 $   % Senior Notes due 20

424B2 Table of Contents The information in this preliminary prospectus supplement is not complete and may be changed.

March 6, 2024 EX-FILING FEES

Calculation of Filing Fee Tables (Form Type) Microchip Technology Incorporated (Issuer) Atmel Corporation (Subsidiary Guarantor) Microchip Holding Corporation (Subsidiary Guarantor) Microchip Technology LLC (Subsidiary Guarantor) Microsemi Corporatio

Exhibit 107 Calculation of Filing Fee Tables 424(b)(2)(1) (Form Type) Microchip Technology Incorporated (Issuer) Atmel Corporation (Subsidiary Guarantor) Microchip Holding Corporation (Subsidiary Guarantor) Microchip Technology LLC (Subsidiary Guarantor) Microsemi Corporation (Subsidiary Guarantor) Microsemi Storage Solutions, Inc.

March 6, 2024 424B2

$1,000,000,000 Microchip Technology Incorporated 5.050% Senior Notes due 2029

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration File No. 333-277512 PROSPECTUS SUPPLEMENT (To prospectus dated February 29, 2024) $1,000,000,000 Microchip Technology Incorporated 5.050% Senior Notes due 2029 We are offering $1,000,000,000 aggregate principal amount of Senior Notes due 2029 (the “Notes”). The Notes will bear interest at the rate of 5.050% per year. Interest on the N

March 5, 2024 424B2

SUBJECT TO COMPLETION, DATED MARCH 5, 2024 Microchip Technology Incorporated $     % Senior Notes due 20 

Table of Contents The information in this preliminary prospectus supplement is not complete and may be changed.

February 29, 2024 EX-25.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) N

February 29, 2024 EX-4.1

Indenture dated February 29, 2024, by and between Microchip Technology Incorporated and Computershare Trust Company, National Association, as trustee

Exhibit 4.1 MICROCHIP TECHNOLOGY INCORPORATED INDENTURE Dated as of February 29, 2024  COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 4 Section 1.3 Incorporation by Reference of Trust Indenture Act 4 Section 1.4 Rules of Construction 5 ARTICLE II THE SECU

February 29, 2024 S-3ASR

As filed with the Securities and Exchange Commission on February 29, 2024

Table of Contents As filed with the Securities and Exchange Commission on February 29, 2024 Registration No.

February 29, 2024 EX-FILING FEES

CALCULATION OF FILING FEE TABLES Form S-3 (Form Type) Microchip Technology Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-3 (Form Type) Microchip Technology Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Regist

February 29, 2024 EX-22.1

The following subsidiaries of Microchip Technology Incorporated (“Microchip”) may be issuers of guarantees of the registered debt securities of Microchip from time to time under that certain indenture dated February 29, 2024, by and between Microchip

Exhibit 22.1 The following subsidiaries of Microchip Technology Incorporated (“Microchip”) may be issuers of guarantees of the registered debt securities of Microchip from time to time under that certain indenture dated February 29, 2024, by and between Microchip and Computershare Trust Company, National Association, as trustee. Name of Subsidiary Jurisdiction of Organization Atmel Corporation Del

February 14, 2019 SC 13G/A

MSCC / Microsemi Corp. / WADDELL & REED FINANCIAL INC - MICROSEMI CORPORATION Passive Investment

Microsemi Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 14, 2019 EX-99.3

POWER OF ATTORNEY

Power of Attorney EXHIBIT 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned, Waddell & Reed Financial, Inc.

February 14, 2019 EX-99.1

JOINT FILING AGREEMENT

Joint Filing Agreement EXHIBIT 1 JOINT FILING AGREEMENT Waddell & Reed Financial, Inc.

February 14, 2019 EX-99.2

EXHIBIT 2

Identification and Classification of the Subsidiary Which Acquired the Security EXHIBIT 2 Ivy Investment Management Company - Tax ID No. 03-0481447 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940

June 8, 2018 15-12G

MSCC / Microsemi Corp. 15-12G

15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 0-8866 MICROSEMI CORPORATION (Exact name of registrant as specified i

May 31, 2018 SD

MSCC / Microsemi Corp. SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT MICROSEMI CORPORATION (Exact Name Of Registrant As Specified In Its Charter) Delaware 0-8866 95-2110371 (State Or Other Jurisdiction Of Incorporation) (Commission File No.) (IRS Employer Identification No.) One Enterprise, Aliso Viejo, California 92656 (Address of Principal Executive Offic

May 31, 2018 EX-1.01

Conflict Minerals Report For The Calendar Year Ended December 31, 2017

Exhibit 1.01 Microsemi Corporation Conflict Minerals Report For The Calendar Year Ended December 31, 2017 Introduction Microsemi Corporation is a leading designer, manufacturer and marketer of high-performance analog and mixed-signal semiconductor solutions differentiated by power, security, reliability and performance. Unless the context otherwise requires, the "Company," "Microsemi," "we," "our,

May 30, 2018 S-8 POS

MSCC / Microsemi Corp. S-8 POS

S-8 POS 1 d564097ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No. 033-62563 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 95-2110371

May 30, 2018 S-8 POS

MSCC / Microsemi Corp. S-8 POS

S-8 POS 1 d564097ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No. 333-192678 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 95-2110371

May 30, 2018 S-8 POS

MSCC / Microsemi Corp. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No.

May 30, 2018 S-8 POS

MSCC / Microsemi Corp. S-8 POS

S-8 POS 1 d564097ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No. 333-135678 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-4 ON FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delawar

May 30, 2018 S-8 POS

MSCC / Microsemi Corp. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No.

May 30, 2018 S-8 POS

MSCC / Microsemi Corp. S-8 POS

S-8 POS 1 d564097ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No. 333-24045 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 95-2110371

May 30, 2018 S-8 POS

MSCC / Microsemi Corp. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No.

May 30, 2018 S-8 POS

MSCC / Microsemi Corp. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No.

May 30, 2018 S-8 POS

MSCC / Microsemi Corp. S-8 POS

S-8 POS 1 d564097ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No. 333-171135 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 95-2110371

May 30, 2018 S-8 POS

MSCC / Microsemi Corp. S-8 POS

S-8 POS 1 d564097ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No. 333-150529 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 95-2110371

May 30, 2018 S-8 POS

MSCC / Microsemi Corp. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No.

May 30, 2018 S-8 POS

MSCC / Microsemi Corp. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No.

May 30, 2018 S-8 POS

MSCC / Microsemi Corp. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No.

May 30, 2018 S-8 POS

MSCC / Microsemi Corp. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No.

May 30, 2018 S-8 POS

MSCC / Microsemi Corp. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No.

May 30, 2018 S-8 POS

MSCC / Microsemi Corp. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on May 29, 2018 Registration No.

May 29, 2018 8-K/A

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

8-K/A 1 d581169d8ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2018 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other ju

May 29, 2018 EX-3.1

Amended and Restated Certificate of Incorporation

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATION OF INCORPORATION OF MICROSEMI CORPORATION ARTICLE I The name of the corporation (hereinafter called the “Corporation”) is Microsemi Corporation. ARTICLE II The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, 19808, and the name of the reg

May 29, 2018 EX-99.1

CONDITIONAL NOTICE OF REDEMPTION MICROSEMI CORPORATION 9.125% Senior Notes due 2023 CUSIP/ISIN: 595137AB6/US5934GAA9 CUSIP/ISIN: US595137AB69/USU5934GAA95

EX-99.1 Exhibit 99.1 CONDITIONAL NOTICE OF REDEMPTION MICROSEMI CORPORATION 9.125% Senior Notes due 2023 CUSIP/ISIN: 595137AB6/US5934GAA9 CUSIP/ISIN: US595137AB69/USU5934GAA95 THIS CONDITIONAL NOTICE OF REDEMPTION (the “Notice”) IS HEREBY GIVEN pursuant to Section 3.03 and Section 3.07(a) of the Senior Notes Indenture, dated as of January 15, 2016 (as amended, supplemented, or otherwise modified,

May 29, 2018 EX-3.2

Amended and Restated Bylaws

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF MICROSEMI CORPORATION Adopted May 29, 2018 TABLE OF CONTENTS Page ARTICLE I — MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 1 1.4 Notice of Stockholders’ Meetings 2 1.5 Quorum 2 1.6 Adjourned Meeting; Notice 2 1.7 Conduct of Business 2 1.8 Voting 3 1.9 Stockholder Action by Written Consent Without a Mee

May 29, 2018 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

Form 8-K 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): May 29, 2018 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commissio

May 29, 2018 EX-3.2

Amended and Restated Bylaws

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF MICROSEMI CORPORATION Adopted May 29, 2018 TABLE OF CONTENTS Page ARTICLE I — MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 1 1.4 Notice of Stockholders’ Meetings 2 1.5 Quorum 2 1.6 Adjourned Meeting; Notice 2 1.7 Conduct of Business 2 1.8 Voting 3 1.9 Stockholder Action by Written Consent Without a Mee

May 29, 2018 EX-99.1

CONDITIONAL NOTICE OF REDEMPTION MICROSEMI CORPORATION 9.125% Senior Notes due 2023 CUSIP/ISIN: 595137AB6/US5934GAA9 CUSIP/ISIN: US595137AB69/USU5934GAA95

EX-99.1 Exhibit 99.1 CONDITIONAL NOTICE OF REDEMPTION MICROSEMI CORPORATION 9.125% Senior Notes due 2023 CUSIP/ISIN: 595137AB6/US5934GAA9 CUSIP/ISIN: US595137AB69/USU5934GAA95 THIS CONDITIONAL NOTICE OF REDEMPTION (the “Notice”) IS HEREBY GIVEN pursuant to Section 3.03 and Section 3.07(a) of the Senior Notes Indenture, dated as of January 15, 2016 (as amended, supplemented, or otherwise modified,

May 29, 2018 EX-3.1

Amended and Restated Certificate of Incorporation

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATION OF INCORPORATION OF MICROSEMI CORPORATION ARTICLE I The name of the corporation (hereinafter called the “Corporation”) is Microsemi Corporation. ARTICLE II The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, 19808, and the name of the reg

May 22, 2018 8-K

Submission of Matters to a Vote of Security Holders

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): May 22, 2018 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission File Nu

May 15, 2018 DFAN14A

MCHP / Microchip Technology Inc. DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant þ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

May 9, 2018 DFAN14A

MCHP / Microchip Technology Inc. DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant þ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

May 9, 2018 DEFA14A

MSCC / Microsemi Corp. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confide

May 9, 2018 8-K

Other Events

8-K 1 tv4932618k.htm FORM 8-K 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): May 9, 2018 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incor

April 27, 2018 10-Q

MSCC / Microsemi Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended April 1, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number # 000-08866 MICROSEMI CORPORATION (Exact name of Registrant as specified in its charter) Delaware 95-2110371 (State or other jurisdiction of incorporation or organization) (I.

April 27, 2018 EX-10.2

NOTICE OF GRANT OF RESTRICTED STOCK UNIT AWARD UNDER TERMS AND CONDITIONS OF 2008 PERFORMANCE INCENTIVE PLAN

NOTICE OF GRANT OF RESTRICTED STOCK UNIT AWARD UNDER TERMS AND CONDITIONS OF 2008 PERFORMANCE INCENTIVE PLAN Name of Grantee: Total Number of Stock Units Subject to this Grant:1 Date of Grant: This Notice evidences that you have been granted an award of stock units (the "Stock Units") of Microsemi Corporation (the "Corporation") as to the total number set forth above.

April 23, 2018 DFAN14A

MCHP / Microchip Technology Inc. DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant þ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

April 23, 2018 8-K

Other Events

8-K 1 tv4916408k.htm 8-K 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): April 19, 2018 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorpo

April 19, 2018 DEFM14A

MSCC / Microsemi Corp. DEFINITIVE PROXY STATEMENT

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Rule 14a-101) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-

April 16, 2018 DFAN14A

MCHP / Microchip Technology Inc. DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐

April 4, 2018 PREM14A

MSCC / Microsemi Corp. PRELIMINARY PROXY STATEMENT

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Rule 14a-101) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-

March 30, 2018 DEFA14A

MSCC / Microsemi Corp. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confide

March 3, 2018 DFAN14A

MCHP / Microchip Technology Inc. DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant þ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

March 2, 2018 EX-2.1

Agreement and Plan of Merger, dated as of March 1, 2018, among Microsemi Corporation, Microchip Technology Incorporated, and Maple Acquisition Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed March 2, 2018)*

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among MICROCHIP TECHNOLOGY INCORPORATED, MAPLE ACQUISITION CORPORATION and MICROSEMI CORPORATION DATED AS OF MARCH 1, 2018 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 13 1.3 Certain Interpretations 16 ARTICLE II THE MERGER 16 2.1 The Merger 16 2.2 The E

March 2, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 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): March 1, 2018 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission Fi

March 2, 2018 EX-2.1

Agreement and Plan of Merger, dated as of March 1, 2018, among Microsemi Corporation, Microchip Technology Incorporated, and Maple Acquisition Corporation

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among MICROCHIP TECHNOLOGY INCORPORATED, MAPLE ACQUISITION CORPORATION and MICROSEMI CORPORATION DATED AS OF MARCH 1, 2018 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 13 1.3 Certain Interpretations 16 ARTICLE II THE MERGER 16 2.1 The Merger 16 2.2 The E

March 2, 2018 DEFA14A

MSCC / Microsemi Corp. 8-K

8-K 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): March 1, 2018 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission Fi

March 2, 2018 EX-2.1

Agreement and Plan of Merger, dated as of March 1, 2018, by and among Microchip Technology Incorporated, Microsemi Corporation, and Maple Acquisition Corporation.

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among MICROCHIP TECHNOLOGY INCORPORATED, MAPLE ACQUISITION CORPORATION and MICROSEMI CORPORATION DATED AS OF MARCH 1, 2018 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 13 1.3 Certain Interpretations 16 ARTICLE II THE MERGER 16 2.1 The Merger 16 2.2 The E

March 2, 2018 DFAN14A

MCHP / Microchip Technology Inc. FORM 8-K

Form 8-K 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): March 2, 2018 (March 1, 2018) MICROCHIP TECHNOLOGY INCORPORATED (Exact Name Of Registrant As Specified In Its Charter) Delaware 0-21184 86-0629024 (State or other Jurisdictio

March 2, 2018 EX-10.1

Commitment Letter, dated March 1, 2018, between Microchip Technology Incorporation and JPMorgan Chase Bank, N.A.

EX-10.1 Exhibit 10.1 Execution Version JPMorgan Chase Bank, N.A. 383 Madison Avenue New York, New York 10179 March 1, 2018 Microchip Technology Incorporated Credit Facilities Commitment Letter Microchip Technology Incorporated 2355 W. Chandler Blvd. Chandler, Arizona 85224-6199 Attention: Steve Sanghi, Chief Executive Officer and Chairman of the Board, J. Eric Bjornholt, Vice President and Chief F

March 1, 2018 DEFA14A

MSCC / Microsemi Corp. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐

March 1, 2018 DEFA14A

MSCC / Microsemi Corp. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐

March 1, 2018 DFAN14A

MCHP / Microchip Technology Inc. DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐

March 1, 2018 DFAN14A

MCHP / Microchip Technology Inc. DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐

March 1, 2018 DFAN14A

MCHP / Microchip Technology Inc. DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐

March 1, 2018 DFAN14A

MCHP / Microchip Technology Inc. DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐

March 1, 2018 DEFA14A

MSCC / Microsemi Corp. DEFA14A

DEFA14A 1 d498337ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐

March 1, 2018 DFAN14A

MCHP / Microchip Technology Inc. DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐

March 1, 2018 DFAN14A

MCHP / Microchip Technology Inc. DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐

February 16, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

Document 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): February 13, 2018 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Comm

February 16, 2018 EX-10.1

MICROSEMI CORPORATION 2008 PERFORMANCE INCENTIVE PLAN

Exhibit MICROSEMI CORPORATION 2008 PERFORMANCE INCENTIVE PLAN 1. PURPOSE OF PLAN The purpose of this Microsemi Corporation 2008 Performance Incentive Plan (this " Plan" ) of Microsemi Corporation, a Delaware corporation (the " Corporation" ), is to promote the success of the Corporation and the interests of the Corporation?s stockholders by providing an additional means through the grant of awards

February 14, 2018 EX-3

POWER OF ATTORNEY

Power of Attorney EXHIBIT 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned, Waddell & Reed Financial, Inc.

February 14, 2018 SC 13G/A

MSCC / Microsemi Corp. / WADDELL & REED FINANCIAL INC - MICROSEMI CORPORATION Passive Investment

Microsemi Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 14, 2018 EX-1

JOINT FILING AGREEMENT

Joint Filing Agreement EXHIBIT 1 JOINT FILING AGREEMENT Waddell & Reed Financial, Inc.

February 14, 2018 EX-2

EXHIBIT 2

Identification and Classification of the Subsidiary Which Acquired the Security EXHIBIT 2 Waddell & Reed Investment Management Company - Tax ID No. 48-1106973 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 Ivy Investment Management Company - Tax ID No. 03-0481447 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940

February 9, 2018 SC 13G/A

MSCC / Microsemi Corp. / VANGUARD GROUP INC Passive Investment

microsemicorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6 )* Name of issuer: Microsemi Corp Title of Class of Securities: Common Stock CUSIP Number: 595137100 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to desi

January 31, 2018 DEFA14A

MSCC / Microsemi Corp. DEFA14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Pr

January 26, 2018 10-Q

MSCC / Microsemi Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended December 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number # 000-08866 MICROSEMI CORPORATION (Exact name of Registrant as specified in its charter) Delaware 95-2110371 (State or other jurisdiction of incorporation or organization) (I.

January 26, 2018 EX-10.3

MICROSEMI CORPORATION FISCAL 2018 EXECUTIVE NON-EQUITY INCENTIVE PLAN (Adopted December 7, 2017)

MICROSEMI CORPORATION FISCAL 2018 EXECUTIVE NON-EQUITY INCENTIVE PLAN (Adopted December 7, 2017) 1.

January 26, 2018 EX-10.2

NOTICE OF GRANT OF PERFORMANCE STOCK UNIT AWARD UNDER TERMS AND CONDITIONS OF 2008 PERFORMANCE INCENTIVE PLAN

NOTICE OF GRANT OF PERFORMANCE STOCK UNIT AWARD UNDER TERMS AND CONDITIONS OF 2008 PERFORMANCE INCENTIVE PLAN Name of Grantee: Total Target Number of Stock Units Subject to this Grant1 : Target Number of EPS Stock Units Subject to this Grant1: Target Number of Revenue Stock Units Subject to this Grant1: Date of Grant: This Notice evidences that you have been granted an award of stock units (the “Stock Units”) of Microsemi Corporation (the “Corporation”) as to the “total target” number set forth above.

January 25, 2018 EX-99.1

Microsemi Reports First Quarter 2018 Results

EX-99.1 2 ex991mscc2018q1earningsrel.htm EXHIBIT 99.1 FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Senior Vice President of Corporate Development Tel: 949-380-6100 Microsemi Reports First Quarter 2018 Results - Net Sales of $468.7 Million, up 7.6 Percent from Prior Year - GAAP Operating Margin of 12.7 P

January 25, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): January 25, 2018 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commi

December 20, 2017 DEFA14A

MSCC / Microsemi Corp. DEFA14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Pr

December 20, 2017 DEF 14A

MSCC / Microsemi Corp. DEF 14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Pr

November 27, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Document 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): November 21, 2017 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Comm

November 27, 2017 EX-10.1

AMENDMENT NO. 4 TO CREDIT AGREEMENT

EX-10.1 2 ex101-amendno4toca.htm EXHIBIT 10.1 AMENDMENT NO. 4 TO CREDIT AGREEMENT AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of November 21, 2017 (this "Amendment"), entered into by and among MICROSEMI CORPORATION, a Delaware corporation (the "Borrower"), the undersigned Subsidiary Guarantors, MORGAN STANLEY SENIOR FUNDING, INC. ("MSSF"), as administrative agent (in such capacity, the "Administ

November 14, 2017 EX-10.3

MICROSEMI CORPORATION FISCAL 2017 EXECUTIVE NON-EQUITY INCENTIVE PLAN (Adopted December 8, 2016)

EXHIBIT 10.3 MICROSEMI CORPORATION FISCAL 2017 EXECUTIVE NON-EQUITY INCENTIVE PLAN (Adopted December 8, 2016) 1. Purpose. The purpose of this Microsemi Corporation Fiscal 2017 Executive Non-Equity Incentive Plan (this "Plan") is to promote the success of Microsemi Corporation, a Delaware corporation, (the "Company") by (i) compensating and rewarding participating executives with bonuses for the ac

November 14, 2017 EX-10.2.4

NOTICE OF GRANT OF PERFORMANCE STOCK UNIT AWARD UNDER TERMS AND CONDITIONS OF 2008 PERFORMANCE INCENTIVE PLAN

EX-10.2.4 2 msccex1024201710k.htm EXHIBIT 10.2.4 NOTICE OF GRANT OF PERFORMANCE STOCK UNIT AWARD UNDER TERMS AND CONDITIONS OF 2008 PERFORMANCE INCENTIVE PLAN Name of Grantee: Total Target Number of Stock Units Subject to this Grant Target Number of EPS Stock Units Subject to this Grant1: Target Number of Revenue Stock Units Subject to this Grant1: Date of Grant: This Notice evidences that you hav

November 14, 2017 10-K

MSCC / Microsemi Corp. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 1, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number # 000-08866 MICROSEMI CORPORATION (Exact name of Registrant as specified in its charter) Delaware 95-2110371 (State or other jurisdiction of incorporation or organization) (I.

November 14, 2017 EX-21

Microsemi Corporation Subsidiaries As of November 14, 2017 Name of Microsemi Corporation Subsidiary Jurisdiction Microsemi Corp. - Power Management Group California Microsemi Corp. - Power Management Group Holding California Microsemi Defense Systems

EXHIBIT 21 Microsemi Corporation Subsidiaries As of November 14, 2017 Name of Microsemi Corporation Subsidiary Jurisdiction Microsemi Corp.

November 9, 2017 EX-99.1

Microsemi Reports Fourth Quarter and Fiscal Year 2017 Results

Exhibit FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Senior Vice President of Corporate Development Tel: 949-380-6100 Microsemi Reports Fourth Quarter and Fiscal Year 2017 Results - Record Fourth Quarter Net Sales of $475.3 Million , Up 5.6 Percent from Prior Year and Up 3.7 Percent Sequentially - Recor

November 9, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): November 9, 2017 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commi

October 26, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): October 26, 2017 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commi

October 26, 2017 EX-99.1

# # #

Exhibit FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Senior Vice President of Corporate Development Tel: 949-380-6100 Microsemi to Acquire High Performance Timing Business of Vectron International from Knowles Corp. ? Expands high performance timing product portfolio ? Leverages market presence in aeros

September 7, 2017 EX-24

EX-24

POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints each person who at the time of acting pursuant to this Power of Attorney is the Chief Financial Officer, Chief Legal Officer, or Corporate Controller of Microsemi Corporation, a Delaware corporation (the "Company"), each acting singly, my true and lawful attorney-in-fact to: (1) prepare and execute for me and on my behalf, and submit to the U.

July 28, 2017 10-Q

MSCC / Microsemi Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended July 2, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number # 000-08866 MICROSEMI CORPORATION (Exact name of Registrant as specified in its charter) Delaware 95-2110371 (State or other jurisdiction of incorporation or organization) (I.

July 27, 2017 EX-99.2

Microsemi Corporation Announces New $250 Million Stock Repurchase Program

Exhibit FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Senior Vice President of Corporate Development Tel: 949-380-6100 Microsemi Corporation Announces New $250 Million Stock Repurchase Program ALISO VIEJO, Calif.?July 27, 2017?Microsemi Corporation (Nasdaq: MSCC) , a leading provider of semiconductor sol

July 27, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): July 26, 2017 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission File N

July 27, 2017 EX-99.1

Microsemi Reports Third Quarter 2017 Results

Exhibit FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Senior Vice President of Corporate Development Tel: 949-380-6100 Microsemi Reports Third Quarter 2017 Results - Record Net Sales of $458.1 million , up 6.2 Percent from Prior Year and up 3.4 Percent Sequentially - GAAP and Non-GAAP Gross Margin of 63.

July 10, 2017 SC 13G/A

MSCC / Microsemi Corp. / PRICE T ROWE ASSOCIATES INC /MD/ - MSCC AS OF 06/30/2017 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) MICROSEMI CORP (Name of Issuer) COMMON STOCK (Title of Class of Securities) 595137100 (CUSIP Number) June 30, 2017 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed:

May 31, 2017 EX-1.01

Microsemi Corporation Conflict Minerals Report For The Calendar Year Ended December 31, 2016

Exhibit Exhibit 1.01 Microsemi Corporation Conflict Minerals Report For The Calendar Year Ended December 31, 2016 Introduction Microsemi Corporation is a leading designer, manufacturer and marketer of high-performance analog and mixed-signal semiconductor solutions differentiated by power, security, reliability and performance. Unless the context otherwise requires, the "Company," "Microsemi," "we

May 31, 2017 SD

Microsemi SD

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) One Enterprise, Aliso Viejo, California 92656 (Address of principal exe

May 26, 2017 8-K

Microsemi 8-K (Current Report/Significant Event)

Document 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): May 24, 2017 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commissio

May 26, 2017 EX-99.1

Microsemi Announces Early Results of Tender Offer

Exhibit FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Senior Vice President of Corporate Development Tel: 949-380-6100 Microsemi Announces Early Results of Tender Offer ALISO VIEJO, Calif.- May 25, 2017- Microsemi Corporation (Nasdaq: MSCC) (the ?Company? or ?Microsemi?) today announced the early results

May 19, 2017 EX-10.1

INCREASE REVOLVING JOINDER NO. 1 TO CREDIT AGREEMENT

EX-10.1 2 ex101mscc2017incrementalre.htm EXHIBIT 10.1 INCREASE REVOLVING JOINDER NO. 1 TO CREDIT AGREEMENT This INCREASE REVOLVING JOINDER NO. 1 TO CREDIT AGREEMENT, dated as of May 17, 2017 (this “Joinder”), is entered into by and among MICROSEMI CORPORATION, a Delaware corporation (the “Borrower”), the undersigned Subsidiary Guarantors party hereto, MORGAN STANLEY SENIOR FUNDING, INC., as admini

May 19, 2017 8-K

Microsemi 8-K (Current Report/Significant Event)

Document 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): May 17, 2017 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commissio

May 11, 2017 8-K

Microsemi 8-K (Current Report/Significant Event)

Document 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): May 11, 2017 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commissio

May 11, 2017 EX-99.1

Microsemi Announces Cash Tender Offer for Its 9.125 Percent Senior Notes

Exhibit FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Senior Vice President of Corporate Development Tel: 949-380-6100 Microsemi Announces Cash Tender Offer for Its 9.125 Percent Senior Notes ALISO VIEJO, Calif.?May 11, 2017?Microsemi Corporation (Nasdaq: MSCC), a leading provider of semiconductor soluti

April 28, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended April 2, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number # 000-08866 MICROSEMI CORPORATION (Exact name of Registrant as specified in its charter) Delaware 95-2110371 (State or other jurisdiction of incorporation or organization) (I.

April 27, 2017 8-K

Microsemi 8-K (Current Report/Significant Event)

Document 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): April 25, 2017 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commiss

April 27, 2017 EX-99.1

Microsemi Reports Second Quarter 2017 Results

Exhibit FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Senior Vice President of Corporate Development Tel: 949-380-6100 Microsemi Reports Second Quarter 2017 Results - Net Sales of $442.9 Million , up 1.7% Sequentially - Record GAAP Gross Margin of 64.1 Percent , up 1,900 Basis Points from Prior Year and

April 27, 2017 EX-10.1

AMENDMENT NO. 3 TO CREDIT AGREEMENT

Exhibit AMENDMENT NO. 3 TO CREDIT AGREEMENT AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of April 25, 2017 (this “ Amendment ”), entered into by and among MICROSEMI CORPORATION, a Delaware corporation (the “ Borrower ”), the undersigned Subsidiary Guarantors, MORGAN STANLEY SENIOR FUNDING, INC. (“ MSSF ”), as administrative agent (in such capacity, the “ Administrative Agent ”), the undersigned T

February 17, 2017 8-K

Current Report

Document 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): February 14, 2017 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Comm

February 14, 2017 SC 13G/A

MSCC / Microsemi Corp. / Boston Partners - ROBECO INVESTMENT MANAGEMENT INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* MICROSEMI CORP (Name of Issuer) Common Stock (Title of Class of Securities) 595137100 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

February 14, 2017 SC 13G/A

MSCC / Microsemi Corp. / WADDELL & REED FINANCIAL INC - MICROSEMI CORPORATION Passive Investment

Microsemi Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 14, 2017 EX-2

EXHIBIT 2

Identification and Classification of the Subsidiary Which Acquired the Security EXHIBIT 2 Waddell & Reed Investment Management Company - Tax ID No. 48-1106973 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 Ivy Investment Management Company - Tax ID No. 03-0481447 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940

February 14, 2017 EX-1

JOINT FILING AGREEMENT

Joint Filing Agreement EXHIBIT 1 JOINT FILING AGREEMENT Waddell & Reed Financial, Inc.

February 14, 2017 EX-3

POWER OF ATTORNEY

Power of Attorney EXHIBIT 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned, Waddell & Reed Financial, Inc.

February 10, 2017 EX-99.I

to Schedule 13G

EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser ? Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

February 10, 2017 SC 13G/A

Microsemi 3G/A (Passive Acquisition of More Than 5% of Shares)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5 )* Name of issuer: Microsemi Corp Title of Class of Securities: Common Stock CUSIP Number: 595137100 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: (X) R

February 10, 2017 EX-99.II

to Schedule 13G Joint Filing Agreement

EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 6, 2017 in connection with their beneficial ownership of Microsemi Corp., Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibit is attached and make

February 10, 2017 SC 13G/A

Microsemi SC 13G/A (Passive Acquisition of More Than 5% of Shares)

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #8 Under the Securities and Exchange Act of 1934 Microsemi Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 595137100 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi

January 31, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended January 1, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number # 000-08866 MICROSEMI CORPORATION (Exact name of Registrant as specified in its charter) Delaware 95-2110371 (State or other jurisdiction of incorporation or organization) (I.

January 26, 2017 8-K

Microsemi 8-K (Current Report/Significant Event)

Document 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): January 25, 2017 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commi

January 26, 2017 EX-10.1

INCREASE TERM JOINDER NO. 2 TO CREDIT AGREEMENT

EX-10.1 2 ex101increasetermjoinderno2.htm EXHIBIT 10.1 INCREASE TERM JOINDER NO. 2 TO CREDIT AGREEMENT INCREASE TERM JOINDER NO. 2 TO CREDIT AGREEMENT, dated as of January 25, 2017 (this “Joinder”), is entered into by and among MICROSEMI CORPORATION, a Delaware corporation (the “Borrower”), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”),

January 26, 2017 EX-99.1

Microsemi Reports First Quarter 2017 Results

Exhibit FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Senior Vice President of Corporate Development Tel: 949-380-6100 Microsemi Reports First Quarter 2017 Results - Net Sales of $435.5 Million , up 32.3 Percent from Prior Year - Record GAAP and Non-GAAP Gross Margin of 63.5 Percent , up 640 Basis Points

January 26, 2017 EX-10.2

AMENDMENT NO. 2 TO CREDIT AGREEMENT

Exhibit AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of January 25, 2017 (this “ Amendment ”), entered into by and among MICROSEMI CORPORATION, a Delaware corporation (the “ Borrower ”), the undersigned Subsidiary Guarantors, MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “ Administrative Agent ”), the undersigned Term B Len

December 21, 2016 DEFA14A

Microsemi DEFA14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Pr

December 21, 2016 DEF 14A

Microsemi DEF 14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Pr

November 16, 2016 EX-10.12

MICROSEMI CORPORATION DIRECTORS’ COMPENSATION POLICY As Amended Effective November 7, 2016

MICROSEMI CORPORATION DIRECTORS? COMPENSATION POLICY As Amended Effective November 7, 2016 Directors of Microsemi Corporation, a Delaware corporation (the ?Company?), who are not employed by the Company or one of its subsidiaries (?non-employee directors?) are entitled to the compensation set forth below for their service as a member of the Board of Directors (the ?Board?) of the Company.

November 16, 2016 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 2, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number # 000-08866 MICROSEMI CORPORATION (Exact name of Registrant as specified in its charter) Delaware 95-2110371 (State or other jurisdiction of incorporation or organization) (I.

November 16, 2016 EX-21

Microsemi Corporation Subsidiaries As of November 16, 2016 Name of Microsemi Corporation Subsidiary Jurisdiction Microsemi Corp. - Power Management Group California Microsemi Corp. - Power Management Group Holding California Microsemi Defense Systems

EXHIBIT 21 Microsemi Corporation Subsidiaries As of November 16, 2016 Name of Microsemi Corporation Subsidiary Jurisdiction Microsemi Corp.

November 16, 2016 EX-10.4

MICROSEMI CORPORATION FISCAL 2016 EXECUTIVE NON-EQUITY INCENTIVE PLAN

EX-10.4 3 msccex104201610k.htm EXHIBIT 10.4 MICROSEMI CORPORATION FISCAL 2016 EXECUTIVE NON-EQUITY INCENTIVE PLAN 1. Purpose. The purpose of this Microsemi Corporation Fiscal 2016 Executive Non-Equity Incentive Plan (this “Plan”) is to promote the success of Microsemi Corporation, a Delaware corporation, (the “Company”) by (i) compensating and rewarding participating executives with bonuses for th

November 16, 2016 EX-10.2.4

NOTICE OF GRANT OF PERFORMANCE STOCK UNIT AWARD UNDER TERMS AND CONDITIONS OF 2008 PERFORMANCE INCENTIVE PLAN

EX-10.2.4 2 msccex1024201610k.htm EXHIBIT 10.2.4 NOTICE OF GRANT OF PERFORMANCE STOCK UNIT AWARD UNDER TERMS AND CONDITIONS OF 2008 PERFORMANCE INCENTIVE PLAN Name of Grantee: Total Target Number of Stock Units Subject to this Grant: Target Number of EPS Stock Units Subject to this Grant1: Target Number of Revenue Stock Units Subject to this Grant1: Date of Grant: This Notice evidences that you ha

November 10, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 10, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission Fi

November 10, 2016 EX-99.1

Microsemi Reports Fourth Quarter and Fiscal Year 2016 Results

Exhibit FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Vice President of Corporate Development Tel: 949-380-6100 Microsemi Reports Fourth Quarter and Fiscal Year 2016 Results - Record Fourth Quarter 2016 Net Sales of $450.1 Million , up 36.9 Percent from the Prior Year and up 4.3 Percent Sequentially - Re

September 7, 2016 8-K

Microsemi 8-K (Current Report/Significant Event)

Document 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): September 6, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Comm

September 7, 2016 EX-99.1

Microsemi Appoints Kimberly Alexy to its Board of Directors

Exhibit CONTACT: Beth P. Quezada Director, Corporate Communications 949-380-6100 [email protected] Microsemi Appoints Kimberly Alexy to its Board of Directors ALISO VIEJO, Calif. ? Sept. 7, 2016 ? Microsemi Corporation (Nasdaq: MSCC) , a leading provider of semiconductor solutions differentiated by power, security, reliability and performance, today announced the appointment of Kimberly Alexy to

September 7, 2016 EX-24

EX-24

POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints each of John Hohener, David Goren, Mark Lin, and each person who at the time of acting pursuant to this Power of Attorney is the Chief Financial Officer or General Counsel of Microsemi Corporation, a Delaware corporation (the "Company"), each acting singly, my true and lawful attorney-in- fact to: (1) prepare and execute for me and on my behalf, and submit to the U.

August 2, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended July 3, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number # 000-08866 MICROSEMI CORPORATION (Exact name of Registrant as specified in its charter) Delaware 95-2110371 (State or other jurisdiction of incorporation or organization) (I.

July 28, 2016 EX-99.1

Microsemi Reports Third Quarter 2016 Results

Exhibit FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Vice President of Corporate Development Tel: 949-380-6100 Microsemi Reports Third Quarter 2016 Results - Net Sales of $431.4 Million , up 36 Percent from the Prior Year - Record GAAP and Non-GAAP Gross Margin of 61.9 Percent - Record GAAP and Non-GAAP

July 28, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): July 28, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commissi

July 27, 2016 8-K

Financial Statements and Exhibits, Other Events

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): July 26, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission File N

July 27, 2016 EX-10.1

NOTICE OF GRANT OF PERFORMANCE STOCK UNIT AWARD UNDER TERMS AND CONDITIONS OF 2008 PERFORMANCE INCENTIVE PLAN

Exhibit NOTICE OF GRANT OF PERFORMANCE STOCK UNIT AWARD UNDER TERMS AND CONDITIONS OF 2008 PERFORMANCE INCENTIVE PLAN Name of Grantee: James J.

June 30, 2016 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Document 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): June 29, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commissi

June 30, 2016 EX-10.2

AMENDMENT NO. 1 TO CREDIT AGREEMENT

EX-10.2 3 ex102amendmentno1.htm EXHIBIT 10.2 AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of June 29, 2016 (this “Amendment”), entered into by and among MICROSEMI CORPORATION, a Delaware corporation (the “Borrower”), the undersigned Subsidiary Guarantors, MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”)

June 30, 2016 EX-99.1

Microsemi Announces Favorable Amendment to Credit Agreement

Exhibit FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Vice President of Corporate Development Tel: 949-380-6100 Microsemi Announces Favorable Amendment to Credit Agreement ALISO VIEJO, Calif.?June 30, 2016?Microsemi Corporation (Nasdaq: MSCC), a leading provider of semiconductor solutions differentiated

June 30, 2016 EX-10.1

INCREASE TERM JOINDER TO CREDIT AGREEMENT

Exhibit INCREASE TERM JOINDER TO CREDIT AGREEMENT INCREASE TERM JOINDER TO CREDIT AGREEMENT, dated as of June 29, 2016 (this ? Joinder ?), is entered into by and among MICROSEMI CORPORATION, a Delaware corporation (the ? Borrower ?), MORGAN STANLEY SENIOR FUNDING, INC.

May 27, 2016 EX-1.01

Microsemi Corporation Conflict Minerals Report For The Calendar Year Ended December 31, 2015

Exhibit Exhibit 1.01 Microsemi Corporation Conflict Minerals Report For The Calendar Year Ended December 31, 2015 Introduction Microsemi Corporation is a leading designer, manufacturer and marketer of high-performance analog and mixed-signal semiconductor solutions differentiated by power, security, reliability and performance. Unless the context otherwise requires, the "Company," "Microsemi," "we

May 27, 2016 SD

Microsemi SD

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) One Enterprise, Aliso Viejo, California 92656 (Address of principal exe

May 4, 2016 S-8

Microsemi S-8

S-8 As filed with the Securities and Exchange Commission on May 4, 2016 Registration No.

May 4, 2016 EX-2.1

STOCK PURCHASE AGREEMENT MICROSEMI CORPORATION MERCURY SYSTEMS, INC. DATED AS OF MARCH 23, 2016

STOCK PURCHASE AGREEMENT between MICROSEMI CORPORATION and MERCURY SYSTEMS, INC. DATED AS OF MARCH 23, 2016 Table of Contents ARTICLE I PURCHASE AND SALE OF THE INTEREST 1 Section 1.01 Purchase and Sale of the Interest 1 Section 1.02 Closing 1 ARTICLE II PURCHASE PRICE 2 Section 2.01 Purchase Price 2 Section 2.02 Payments at Closing 2 Section 2.03 Estimated Closing Statement 2 Section 2.04 Propose

May 4, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended April 3, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number # 000-08866 MICROSEMI CORPORATION (Exact name of Registrant as specified in its charter) Delaware 95-2110371 (State or other jurisdiction of incorporation or organization) (I.

May 2, 2016 EX-99.1

Microsemi Announces Completion of Sale of Non-Strategic Component of Board Level Systems and Packaging Business for $300 Million to Mercury Systems, Inc.

Exhibit 99.1 MICROSEMI FINANCIAL CONTACT: John W. Hohener Executive Vice President and CFO Phone: (949) 380-6100 MICROSEMI INVESTOR CONTACT: Robert C. Adams Vice President of Corporate Development Phone: (949) 380-6100 Microsemi Announces Completion of Sale of Non-Strategic Component of Board Level Systems and Packaging Business for $300 Million to Mercury Systems, Inc. ALISO VIEJO, Calif.?May 2,

May 2, 2016 8-K

Current Report

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): May 2, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission File Num

April 28, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 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): April 28, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission F

April 28, 2016 EX-99.1

Microsemi Reports Record Second Quarter 2016 Results

Exhibit FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Vice President of Corporate Development Tel: 949-380-6100 Microsemi Reports Record Second Quarter 2016 Results - Record Net Sales of $444.3 Million , up 50.0 Percent from the Prior Year and up 34.9 Percent Sequentially - Record Non-GAAP Gross Margin o

March 30, 2016 EX-99.5

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information is based upon the historical financial statements of Microsemi Corporation (?Microsemi?), after giving effect to the acquisition of PMC-Sierra, Inc.

March 30, 2016 8-K/A

Microsemi 8-K/A (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 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 15, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorpor

March 29, 2016 8-K

Entry into a Material Definitive Agreement

8-K 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): March 23, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission F

February 17, 2016 EX-24

EX-24

POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints each of John Hohener, David Goren, Mark Lin, and each person who at the time of acting pursuant to this Power of Attorney is the Chief Financial Officer or General Counsel of Microsemi Corporation, a Delaware corporation (the "Company"), each acting singly, my true and lawful attorney-in- fact to: (1) prepare and execute for me and on my behalf, and submit to the U.

February 16, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 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): February 9, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission

February 16, 2016 EX-10.1

Microsemi Corporation 2008 Performance Incentive Plan (incorporated by reference to Exhibit 10.1 to Microsemi’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission (the “SEC”) on February 16, 2016 (Commission File No. 000-08866))

Exhibit MICROSEMI CORPORATION 2008 PERFORMANCE INCENTIVE PLAN 1. PURPOSE OF PLAN The purpose of this Microsemi Corporation 2008 Performance Incentive Plan (this "Plan" ) of Microsemi Corporation, a Delaware corporation (the "Corporation" ), is to promote the success of the Corporation and the interests of the Corporation?s stockholders by providing an additional means through the grant of awards t

February 12, 2016 EX-99.1

to Schedule 13G

EX-99.1 Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser ? Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

February 12, 2016 EX-99.2

to Schedule 13G Joint Filing Agreement

EX-99.2 3 d127325dex992.htm EX-99.2 Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 5, 2016 in connection with their beneficial ownership of Microsemi Corp. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Ex

February 12, 2016 SC 13G/A

MSCC / Microsemi Corp. / WADDELL & REED FINANCIAL INC - MICROSEMI CORP Passive Investment

SC 13G/A 1 d120476dsc13ga.htm MICROSEMI CORP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 3* Microsemi Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 595137100 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

February 12, 2016 SC 13G

MSCC / Microsemi Corp. / Boston Partners - ROBECO INVESTMENT MANAGEMENT INC. Passive Investment

SC 13G 1 mscc21216.htm ROBECO INVESTMENT MANAGEMENT INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 MICROSEMI CORP (Name of Issuer) Common Stock (Title of Class of Securities) 595137100 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th

February 12, 2016 EX-3

POWER OF ATTORNEY

Power of Attorney EXHIBIT 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned, Waddell & Reed Financial, Inc.

February 12, 2016 EX-1

JOINT FILING AGREEMENT

Joint Filing Agreement EXHIBIT 1 JOINT FILING AGREEMENT Waddell & Reed Financial, Inc.

February 12, 2016 EX-2

EXHIBIT 2

Identification and Classification of the Subsidiary Which Acquired the Security EXHIBIT 2 Waddell & Reed Investment Management Company - Tax ID No. 48-1106973 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 Ivy Investment Management Company - Tax ID No. 03-0481447 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940

February 12, 2016 SC 13G/A

Microsemi SC 13G/A (Passive Acquisition of More Than 5% of Shares)

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #7 Under the Securities and Exchange Act of 1934 Microsemi Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 595137100 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi

February 11, 2016 SC 13G/A

MSCC / Microsemi Corp. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Microsemi Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 595137100 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

February 10, 2016 SC 13G/A

MSCC / Microsemi Corp. / VANGUARD GROUP INC Passive Investment

microsemicorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: Microsemi Corp Title of Class of Securities: Common Stock CUSIP Number: 595137100 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box to desi

February 2, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended January 3, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number # 000-08866 MICROSEMI CORPORATION (Exact name of Registrant as specified in its charter) Delaware 95-2110371 (State or other jurisdiction of incorporation or organization) (I.

February 2, 2016 EX-10.3

AMENDMENT NO. 7 TO CREDIT AGREEMENT AND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT

AMENDMENT NO. 7 TO CREDIT AGREEMENT AND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT AMENDMENT NO. 7 TO CREDIT AGREEMENT AND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 18, 2015 (the ?Amendment?), to (i) the Amended and Restated Credit Agreement, dated as of October 13, 2011, and as amended and supplemented prior to the date hereof (the ?Existing Credit Agreement?), am

January 29, 2016 S-8

Microsemi S-8

S-8 As filed with the Securities and Exchange Commission on January 29, 2016 Registration No.

January 29, 2016 EX-4

PMC-Sierra, Inc. 2008 Equity Plan (incorporated by reference to Exhibit 4 to Microsemi’s Registration Statement on Form S-8, as filed with the SEC on January 29, 2016 (Commission File No. 333-209244))

Exhibit Exhibit 4 PMC-SIERRA, INC. 2008 EQUITY PLAN (as Amended and Restated on February 9, 2012) The following constitute the provisions of the PMC-Sierra, Inc. 2008 Equity Plan, as amended and restated on February 9, 2012, subject to and effective as of the approval by the Company?s stockholders at the Company?s 2012 Annual Meeting of Stockholders (the ?Effective Date?): 1. Purposes of the Plan

January 28, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 28, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission Fil

January 28, 2016 EX-99.1

Microsemi Reports Record First Quarter 2016 Results

Exhibit FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Vice President of Corporate Development Tel: 949-380-6100 Microsemi Reports Record First Quarter 2016 Results First Quarter Results Include: - Record Net Sales of $329.2 Million , Up 8.5 Percent Over Prior Year - Record GAAP Operating Income of $36.6

January 20, 2016 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 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 15, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporatio

January 19, 2016 8-K

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): January 15, 2016 MICROSEMI CORPOR

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): January 15, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission Fil

January 19, 2016 EX-4.2

FIRST SUPPLEMENTAL INDENTURE

EX-4.2 3 t1600152ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 EXECUTION VERSION FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “Supplemental Indenture”), dated as of January 15, 2016, among Microsemi Corporation, a Delaware corporation (the “Issuer”), Microsemi Storage Solutions, Inc., a Delaware corporation (“MSS Inc.”), Microsemi Storage Solutions (U.S.), Inc., a Delaware corporation (“MSS

January 19, 2016 EX-99.1

Microsemi Corporation Accepts Shares of PMC-Sierra, Inc. Tendered into Exchange Offer

Exhibit 99.1 MICROSEMI FINANCIAL CONTACT: John W. Hohener Executive Vice President and CFO Phone: (949) 380-6100 MICROSEMI INVESTOR CONTACT: Robert C. Adams Vice President of Corporate Development Phone: (949) 380-6100 Microsemi Corporation Accepts Shares of PMC-Sierra, Inc. Tendered into Exchange Offer ALISO VIEJO, California?Jan. 15, 2016?Microsemi Corporation (Nasdaq: MSCC) (?Microsemi?), annou

January 19, 2016 EX-4.1

INDENTURE Dated as of January 15, 2016 MICROSEMI CORPORATION THE GUARANTORS NAMED HEREIN U.S. BANK NATIONAL ASSOCIATION, as Trustee 9.125% SENIOR NOTES DUE 2023 TABLE OF CONTENTS

Exhibit 4.1 EXECUTION VERSION INDENTURE Dated as of January 15, 2016 Between MICROSEMI CORPORATION and THE GUARANTORS NAMED HEREIN and U.S. BANK NATIONAL ASSOCIATION, as Trustee 9.125% SENIOR NOTES DUE 2023 TABLE OF CONTENTS Page Article 1 Definitions and Incorporation by Reference Section 1.01 Definitions 1 Section 1.02 Other Definitions 38 Section 1.03 Reserved 39 Section 1.04 Rules of Construct

January 19, 2016 EX-99.2

Microsemi Corporation Completes Acquisition of PMC-Sierra, Inc.

EX-99.2 6 t1600152ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 MICROSEMI FINANCIAL CONTACT: John W. Hohener Executive Vice President and CFO Phone: (949) 380-6100 MICROSEMI INVESTOR CONTACT: Robert C. Adams Vice President of Corporate Development Phone: (949) 380-6100 Microsemi Corporation Completes Acquisition of PMC-Sierra, Inc. ALISO VIEJO, California—Jan. 15, 2016—Microsemi Corporation (Nasdaq: MSCC)

January 19, 2016 EX-10.1

CREDIT AGREEMENT MICROSEMI CORPORATION as Borrower The Several Lenders from Time to Time Parties Hereto MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent Dated as of January 15, 2016 MORGAN STANLEY SENIOR FUNDING, INC.

EX-10.1 4 t1600152ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION CREDIT AGREEMENT among MICROSEMI CORPORATION as Borrower The Several Lenders from Time to Time Parties Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent Dated as of January 15, 2016 MORGAN STANLEY SENIOR FUNDING, INC. The Bank of Tokyo-MitsubishI UFJ, LTD. and Deutsche Bank Securitie

January 15, 2016 SC TO-T/A

Microsemi AMENDMENT NO. 3 TO SCHEDULE TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule TO Amendment No. 3 (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 PMC-SIERRA, INC. (Names of Subject Company) LOIS ACQUISITION CORP. (Offeror) MICROSEMI CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (Title

January 15, 2016 425

Microsemi 425 (Prospectus)

Filed by Microsemi Corporation pursuant to Rule 425 under the Securities Act of 1933 Subject Company: PMC-Sierra, Inc.

January 15, 2016 EX-99.A5L

Microsemi Corporation Accepts Shares of PMC-Sierra, Inc. Tendered into Exchange Offer

Exhibit (a)(5)(L) MICROSEMI FINANCIAL CONTACT: John W. Hohener Executive Vice President and CFO Phone: (949) 380-6100 MICROSEMI INVESTOR CONTACT: Robert C. Adams Vice President of Corporate Development Phone: (949) 380-6100 Microsemi Corporation Accepts Shares of PMC-Sierra, Inc. Tendered into Exchange Offer ALISO VIEJO, California?Jan. 15, 2016?Microsemi Corporation (Nasdaq: MSCC) (?Microsemi?),

January 13, 2016 424B3

Offer by LOIS ACQUISITION CORP., a direct wholly owned subsidiary of MICROSEMI CORPORATION, to exchange each outstanding share of common stock of PMC-SIERRA, INC. for $9.22 in cash and 0.0771 shares of common stock of Microsemi Corporation

t1600065-424b3 - none - 15.4295428s TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ?Registration File No.: 333-208568? Offer by LOIS ACQUISITION CORP., a direct wholly owned subsidiary of MICROSEMI CORPORATION, to exchange each outstanding share of common stock of PMC-SIERRA, INC. for $9.22 in cash and 0.0771 shares of common stock of Microsemi Corporation THE OFFER AND THE WITHDRAWAL RIGHTS

January 13, 2016 DEFA14A

Microsemi DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

January 11, 2016 CORRESP

Microsemi ESP

Microsemi Corporation One Enterprise Aliso Viejo, CA 92656 January 11, 2016 VIA EDGAR U.

January 11, 2016 SC TO-T/A

Microsemi AMENDMENT NO. 2 TO SCHEDULE TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule TO Amendment No. 2 (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 PMC-SIERRA, INC. (Names of Subject Company) LOIS ACQUISITION CORP. (Offeror) MICROSEMI CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (Title

January 11, 2016 EX-99.1

Microsemi Corporation Provides Acquisition and Business Updates; Announces the Expiration of the HSR Waiting Period

Exhibit 99.1 MICROSEMI FINANCIAL CONTACT: John W. Hohener Executive Vice President and CFO Phone: (949) 380-6100 MICROSEMI INVESTOR CONTACT: Robert C. Adams Vice President of Corporate Development Phone: (949) 380-6100 Microsemi Corporation Provides Acquisition and Business Updates; Announces the Expiration of the HSR Waiting Period ALISO VIEJO, Calif. ?Jan. 11, 2016?Microsemi Corporation (Nasdaq:

January 11, 2016 425

Microsemi 425 (Prospectus)

Filed by Microsemi Corporation pursuant to Rule 425 under the Securities Act of 1933 Subject Company: PMC-Sierra, Inc.

January 11, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 11, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission Fil

January 7, 2016 EX-99.1

Microsemi Announces Private Offering of $450 Million of Senior Notes

Exhibit 99.1 MICROSEMI FINANCIAL CONTACT: John W. Hohener Executive Vice President and CFO Phone: (949) 380-6100 MICROSEMI INVESTOR CONTACT: Robert C. Adams Vice President of Corporate Development Phone: (949) 380-6100 Microsemi Announces Private Offering of $450 Million of Senior Notes ALISO VIEJO, Calif., Jan. 7, 2016?Microsemi Corporation (Nasdaq: MSCC) (?Microsemi?) today announced that it int

January 7, 2016 EX-99.1

Microsemi Announces Pricing of $450 Million of Senior Notes Offering

Exhibit 99.1 MICROSEMI FINANCIAL CONTACT: John W. Hohener Executive Vice President and CFO Phone: (949) 380-6100 MICROSEMI INVESTOR CONTACT: Robert C. Adams Vice President of Corporate Development Phone: (949) 380-6100 Microsemi Announces Pricing of $450 Million of Senior Notes Offering ALISO VIEJO, Calif., Jan. 7, 2016—Microsemi Corporation (Nasdaq: MSCC) (“Microsemi”) today announced the pricing

January 7, 2016 8-K

Microsemi FORM 8-K (Current Report/Significant Event)

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): January 7, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission File

January 7, 2016 8-K

Microsemi FORM 8-K (Current Report/Significant Event)

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): January 7, 2016 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission File

January 7, 2016 EX-99.2

EXCERPTS FROM PRIVATE PRELIMINARY OFFERING MEMORANDUM, DATED JANUARY 7, 2016

t1502944ex99-2 - none - 2.450245s ? Exhibit 99.2? EXCERPTS FROM PRIVATE PRELIMINARY OFFERING MEMORANDUM, DATED JANUARY 7, 2016 Important Information The excerpts are part of a private preliminary offering memorandum for an offering only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1993, as amended (the ?Securities Act?) and to persons outside the Unite

January 4, 2016 SC TO-T/A

Microsemi AMENDMENT NO. 1 TO SCHEDULE TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule TO Amendment No. 1 (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 PMC-SIERRA, INC. (Names of Subject Company) LOIS ACQUISITION CORP. (Offeror) MICROSEMI CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (Title

January 4, 2016 EX-99.(A)(5)(J)

Microsemi Corporation Commences Exchange Offer to Acquire PMC-Sierra, Inc.

Exhibit (a)(5)(J) MICROSEMI FINANCIAL CONTACT: John W. Hohener Executive Vice President and CFO Phone: (949) 380-6100 MICROSEMI INVESTOR CONTACT: Robert C. Adams Vice President of Corporate Development Phone: (949) 380-6100 Microsemi Corporation Commences Exchange Offer to Acquire PMC-Sierra, Inc. ALISO VIEJO, Calif. ―Dec. 16, 2015―Microsemi Corporation (Nasdaq: MSCC), a leading provider of semico

January 4, 2016 EX-99.1

CONSENT OF QATALYST PARTNERS LP

EXHIBIT 99.1 CONSENT OF QATALYST PARTNERS LP We hereby consent to the use in the prospectus/offer to exchange that forms a part of the Registration Statement on Form S-4 of Microsemi Corporation of our opinion dated November 23, 2015 appearing as Annex B to such prospectus/offer to exchange, and to the description of such opinion and to the references to our name contained therein under the headin

January 4, 2016 EX-99.2

CONSENT OF NEEDHAM & COMPANY, LLC

Exhibit 99.2 CONSENT OF NEEDHAM & COMPANY, LLC We hereby consent to the inclusion in Amendment No. 1 to the Registration Statement of Microsemi Corporation on Form S-4 and in the prospectus/offer to exchange of Microsemi Corporation, which is part of the Registration Statement, of our opinion dated November 23, 2015 to the Board of Directors of PMC-Sierra, Inc. attached as Annex C to such prospect

January 4, 2016 EX-12.1

MICROSEMI CORPORATION COMPUTATION OF CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

EXHIBIT 12.1 MICROSEMI CORPORATION COMPUTATION OF CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES Year Ended September 27, 2015 September 28, 2014 September 29, 2013 September 30, 2012 October 2, 2011 (amounts in millions) Earnings: Income before tax $ 96.9 $ 23.9 $ 56.1 $ 14.7 $ 22.1 Fixed charges 34.6 35.8 37.2 47.1 21.2 Total earnings available for fixed charges $ 131.5 $ 59.7 $ 93.3 $ 61.8 $ 4

January 4, 2016 EX-99.(A)(5)(H)

Microsemi Corporation Enters Definitive Agreement to Acquire PMC-Sierra, Inc.

Exhibit (a)(5)(H) MICROSEMI FINANCIAL CONTACT: John W. Hohener Executive Vice President and CFO Phone: (949) 380-6100 MICROSEMI INVESTOR CONTACT: Robert C. Adams Vice President of Corporate Development Phone: (949) 380-6100 PMC MEDIA CONTACT: Kim Mason Manager, Corporate Communications Phone: (604) 415-6239 PMC INVESTOR CONTACT: Joel Achramowicz Director, Investor Relations Phone: (408) 239-8630 M

January 4, 2016 S-4/A

As filed with the Securities and Exchange Commission on December 31, 2015

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 31, 2015 Registration No.

December 31, 2015 CORRESP

Microsemi ESP

VIA EDGAR December 31, 2015 Mr. Nicholas P. Panos Special Senior Counsel U.S. Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Re: Microsemi Corporation Registration Statement filed on Form S-4 File No. 333-208568 Filed: December 16, 2015 Schedule TO-T File No. 5-44213 Filed December 16, 2015 Dear Mr. Panos: On behalf of our clients, Microsemi Corporation (

December 21, 2015 8-K

Microsemi FORM 8-K (Current Report/Significant Event)

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 21, 2015 (December 18, 2015) MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorpora

December 18, 2015 DEFA14A

Microsemi DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Pro

December 18, 2015 DEF 14A

Microsemi DEF 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Pro

December 16, 2015 EX-99.(D)(2)

October 30, 2015

Exhibit (d)(2) CONFIDENTIAL October 30, 2015 VIA E-MAIL: [email protected] David Goren Senior Vice President Business Affairs, Legal and Compliance Microsemi Corporation One Enterprise Aliso Viejo, CA 92656 Re: Evaluation of potential transaction Dear Dave: Microsemi Corporation (?you?) have requested certain information relating to PMC-Sierra, Inc. (the ?Company) and its subsidiaries in connec

December 16, 2015 EX-99.3

LETTER OF TRANSMITTAL Offer by LOIS ACQUISITION CORP. a direct wholly owned subsidiary of MICROSEMI CORPORATION to exchange each outstanding share of common stock of PMC-SIERRA, INC. for $9.22 in cash and 0.0771 shares of common stock of Microsemi Co

EX-99.3 8 t1502884ex99-3.htm EXHIBIT 99.3  Exhibit 99.3 LETTER OF TRANSMITTAL Offer by LOIS ACQUISITION CORP. a direct wholly owned subsidiary of MICROSEMI CORPORATION to exchange each outstanding share of common stock of PMC-SIERRA, INC. for $9.22 in cash and 0.0771 shares of common stock of Microsemi Corporation (subject to the terms and conditions described in the prospectus/offer to exchange a

December 16, 2015 S-4

As filed with the Securities and Exchange Commission on December 16, 2015

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 16, 2015 Registration No.

December 16, 2015 EX-99.6

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit EXHIBIT 99.6 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION As previously reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2015 (the ?Initial Form 8-K?), on April 28, 2015, Microsemi Corporation (?Microsemi?, "we", "our", and similar terms) through our indirect wholly-owned subsidiary LLIU100 Acquisition Corp. ("Purchaser

December 16, 2015 EX-99.5

VITESSE SEMICONDUCTOR CORPORATION UNAUDITED CONSOLIDATED BALANCE SHEETS

Exhibit VITESSE SEMICONDUCTOR CORPORATION UNAUDITED CONSOLIDATED BALANCE SHEETS March 31, 2015 September 30, 2014 (in thousands, except par value) ASSETS Current assets: Cash $ 25,642 $ 71,903 Accounts receivable 9,008 10,850 Inventories 16,144 12,792 Restricted cash 1,609 794 Prepaid expenses and other current assets 1,242 1,047 Total current assets 53,645 97,386 Property, plant and equipment, ne

December 16, 2015 EX-99.1

CONSENT OF QATALYST PARTNERS LP

EX-99.1 6 t1502884ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 CONSENT OF QATALYST PARTNERS LP We hereby consent to the use in the prospectus/offer to exchange that forms a part of the Registration Statement on Form S-4 of Microsemi Corporation of our opinion dated November 23, 2015 appearing as Annex B to such prospectus/offer to exchange, and to the description of such opinion and to the references to o

December 16, 2015 EX-99.2

CONSENT OF NEEDHAM & COMPANY, LLC

EX-99.2 7 t1502884ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 CONSENT OF NEEDHAM & COMPANY, LLC We hereby consent to the inclusion in the Registration Statement of Microsemi Corporation on Form S-4 and in the prospectus/offer to exchange of Microsemi Corporation, which is part of the Registration Statement, of our opinion dated November 23, 2015 to the Board of Directors of PMC-Sierra, Inc. attached as A

December 16, 2015 SC TO-T

Microsemi SCHEDULE TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 PMC-SIERRA, INC. (Names of Subject Company) LOIS ACQUISITION CORP. (Offeror) MICROSEMI CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (Title of Class of Sec

December 16, 2015 EX-99.(A)(5)(J)

Microsemi Corporation Commences Exchange Offer to Acquire PMC-Sierra, Inc.

EX-99.(A)(5)(J) 2 t1502909exa5j.htm EXHIBIT (A)(5)(J) Exhibit (a)(5)(J) MICROSEMI FINANCIAL CONTACT: John W. Hohener Executive Vice President and CFO Phone: (949) 380-6100 MICROSEMI INVESTOR CONTACT: Robert C. Adams Vice President of Corporate Development Phone: (949) 380-6100 Microsemi Corporation Commences Exchange Offer to Acquire PMC-Sierra, Inc. ALISO VIEJO, Calif. ―Dec. 16, 2015―Microsemi Co

December 16, 2015 EX-99.5

LETTER TO CLIENTS Offer by LOIS ACQUISITION CORP. a direct wholly owned subsidiary of MICROSEMI CORPORATION to exchange each outstanding share of common stock of PMC-SIERRA, INC. for $9.22 in cash and 0.0771 shares of common stock of Microsemi Corpor

EX-99.5 10 t1502884ex99-5.htm EXHIBIT 99.5  Exhibit 99.5 LETTER TO CLIENTS Offer by LOIS ACQUISITION CORP. a direct wholly owned subsidiary of MICROSEMI CORPORATION to exchange each outstanding share of common stock of PMC-SIERRA, INC. for $9.22 in cash and 0.0771 shares of common stock of Microsemi Corporation. (subject to the terms and conditions described in the prospectus/offer to exchange and

December 16, 2015 EX-99.4

LETTER TO BROKERS, DEALERS COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offer by LOIS ACQUISITION CORP. a direct wholly owned subsidiary of MICROSEMI CORPORATION? to exchange each outstanding share of common stock of PMC-SIERRA, INC.? $9.22 i

? ?Exhibit 99.4? LETTER TO BROKERS, DEALERS COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offer by LOIS ACQUISITION CORP. a direct wholly owned subsidiary of MICROSEMI CORPORATION? to exchange each outstanding share of common stock of PMC-SIERRA, INC.? $9.22 in cash and 0.0771 shares of common stock of Microsemi Corporation (subject to the terms and conditions described in the prospectus/of

December 16, 2015 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2015 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation)

December 10, 2015 SC 13G/A

MSCC / Microsemi Corp. / WADDELL & REED FINANCIAL INC - MICROSEMI CORP Passive Investment

Microsemi Corp UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 2* Microsemi Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 595137100 (CUSIP Number) November 30, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

December 10, 2015 EX-3

POWER OF ATTORNEY

Power of Attorney EXHIBIT 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned, Waddell & Reed Financial, Inc.

December 10, 2015 EX-1

JOINT FILING AGREEMENT

Joint Filing Agreement EXHIBIT 1 JOINT FILING AGREEMENT Waddell & Reed Financial, Inc.

December 10, 2015 EX-2

EXHIBIT 2

Identification and Classification of the Subsidiary Which Acquired the Security EXHIBIT 2 Waddell & Reed Investment Management Company - Tax ID No. 48-1106973 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 Ivy Investment Management Company - Tax ID No. 03-0481447 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940

December 3, 2015 8-K

Microsemi 8-K (Current Report/Significant Event)

8-K 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 3, 2015 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission

December 3, 2015 EX-3.1

FOURTH AMENDED AND RESTATED BYLAWS MICROSEMI CORPORATION Article I

Exhibit Exhibit 3.1 FOURTH AMENDED AND RESTATED BYLAWS OF MICROSEMI CORPORATION Article I OFFICES Section 1. Registered Office . The registered office within the State of Delaware shall be at 306 South State Street, Dover, Delaware 19901. Section 2. Other Offices . The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may

November 30, 2015 425

Microsemi 425 (Prospectus)

Filed by Microsemi Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: PMC-Sierra Inc.

November 25, 2015 EX-99.1

Microsemi Corporation Enters Definitive Agreement to Acquire PMC-Sierra, Inc.

Exhibit 99.1 MICROSEMI FINANCIAL CONTACT: John W. Hohener Executive Vice President and CFO Phone: (949) 380-6100 MICROSEMI INVESTOR CONTACT: Robert C. Adams Vice President of Corporate Development Phone: (949) 380-6100 PMC MEDIA CONTACT: Kim Mason Manager, Corporate Communications Phone: (604) 415-6239 PMC INVESTOR CONTACT: Joel Achramowicz Director, Investor Relations Phone: (408) 239-8630 Micros

November 25, 2015 EX-10.1

MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, NY 10036

Exhibit 10.1 Execution Version MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, NY 10036 CONFIDENTIAL November 17, 2015 Microsemi Corporation One Enterprise Aliso Viejo, CA 92656 Attention: John Hohener Chief Financial Officer Project Forest $350,000,000 Senior Secured Revolving Credit Facility $375,000,000 Senior Secured Term Loan A Facility $2,200,000,000 Senior Secured Term Loan B Fa

November 25, 2015 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among MICROSEMI CORPORATION, LOIS ACQUISITION CORP., PMC-SIERRA, INC. November 24, 2015 Table of Contents

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among MICROSEMI CORPORATION, LOIS ACQUISITION CORP., and PMC-SIERRA, INC. November 24, 2015 Table of Contents Page Article I DEFINITIONS AND TERMS 2 Section 1.1 Definitions 2 Section 1.2 Other Definitional Provisions; Interpretation. 15 Article II THE OFFER 15 Section 2.1 The Offer. 15 Section 2.2 Company Action. 18 Article III THE MERGER 19 Section

November 25, 2015 EX-10.1

MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, NY 10036

Exhibit 10.1 Execution Version MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, NY 10036 CONFIDENTIAL November 17, 2015 Microsemi Corporation One Enterprise Aliso Viejo, CA 92656 Attention: John Hohener Chief Financial Officer Project Forest $350,000,000 Senior Secured Revolving Credit Facility $375,000,000 Senior Secured Term Loan A Facility $2,200,000,000 Senior Secured Term Loan B Fa

November 25, 2015 425

Microsemi FORM 8-K (Prospectus)

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): November 24, 2015 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission Fi

November 25, 2015 EX-10.2

MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, NY 10036

Exhibit 10.2 EXECUTION VERSION MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, NY 10036 CONFIDENTIAL November 5, 2015 Microsemi Corporation One Enterprise Aliso Viejo, CA 92656 Attention: John Hohener Chief Financial Officer The Bank of Tokyo-Mitsubishi UFJ, Ltd. (?BTMU?) 1251 Avenue of the Americas New York, New York 10020 Deutsche Bank Securities Inc. (?DBSI?) Deutsche Bank AG New Yo

November 25, 2015 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among MICROSEMI CORPORATION, LOIS ACQUISITION CORP., PMC-SIERRA, INC. November 24, 2015 Table of Contents

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among MICROSEMI CORPORATION, LOIS ACQUISITION CORP., and PMC-SIERRA, INC. November 24, 2015 Table of Contents Page Article I DEFINITIONS AND TERMS 2 Section 1.1 Definitions 2 Section 1.2 Other Definitional Provisions; Interpretation. 15 Article II THE OFFER 15 Section 2.1 The Offer. 15 Section 2.2 Company Action. 18 Article III THE MERGER 19 Section

November 25, 2015 8-K

Microsemi FORM 8-K (Current Report/Significant Event)

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): November 24, 2015 MICROSEMI CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-8866 95-2110371 (State or other jurisdiction of incorporation) (Commission Fi

November 25, 2015 EX-99.1

Microsemi Corporation Enters Definitive Agreement to Acquire PMC-Sierra, Inc.

Exhibit 99.1 MICROSEMI FINANCIAL CONTACT: John W. Hohener Executive Vice President and CFO Phone: (949) 380-6100 MICROSEMI INVESTOR CONTACT: Robert C. Adams Vice President of Corporate Development Phone: (949) 380-6100 PMC MEDIA CONTACT: Kim Mason Manager, Corporate Communications Phone: (604) 415-6239 PMC INVESTOR CONTACT: Joel Achramowicz Director, Investor Relations Phone: (408) 239-8630 Micros

November 25, 2015 EX-10.2

MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, NY 10036

Exhibit 10.2 EXECUTION VERSION MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, NY 10036 CONFIDENTIAL November 5, 2015 Microsemi Corporation One Enterprise Aliso Viejo, CA 92656 Attention: John Hohener Chief Financial Officer The Bank of Tokyo-Mitsubishi UFJ, Ltd. (?BTMU?) 1251 Avenue of the Americas New York, New York 10020 Deutsche Bank Securities Inc. (?DBSI?) Deutsche Bank AG New Yo

November 18, 2015 425

Microsemi FILED PURSUANT TO RULE 425 (Prospectus)

Filed by Microsemi Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: PMC-Sierra Inc.

November 12, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 27, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number # 000-08866 MICROSEMI CORPORATION (Exact name of Registrant as specified in its charter) Delaware 95-2110371 (State or other jurisdiction of incorporation or organization) (I.

November 12, 2015 EX-10.11

Microsemi Corporation Summary of Compensation Arrangements for Named Executive Officers

Exhibit 10.11 Microsemi Corporation Summary of Compensation Arrangements for Named Executive Officers Base Salaries. The current annual base salaries for the named executive officers of Microsemi Corporation (the ?Company?) are as follows: Name Job Title Base Salary James J. Peterson Chairman of the Board and Chief Executive Officer $ 805,000 Paul H. Pickle President and Chief Operating Officer $

November 12, 2015 EX-10.7

EXECUTIVE RETENTION AGREEMENT

Exhibit 10.7 EXECUTIVE RETENTION AGREEMENT THIS EXECUTIVE RETENTION AGREEMENT (this ?Agreement?) dated as of November 18, 2013 is made by and between Paul Pickle (?Executive?) and MICROSEMI CORPORATION, a Delaware corporation (?Company?). NOW, THEREFORE, for good and valuable considerations, receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Term. The term o

November 12, 2015 EX-21

Microsemi Corporation Subsidiaries As of November 12, 2015 Name of Microsemi Corporation Subsidiary Jurisdiction Microsemi Corp. - Power Management Group California Microsemi Corp. - Power Management Group Holding California Microsemi Defense Systems

EXHIBIT 21 Microsemi Corporation Subsidiaries As of November 12, 2015 Name of Microsemi Corporation Subsidiary Jurisdiction Microsemi Corp.

November 10, 2015 425

Microsemi 425 (Prospectus)

Filed by Microsemi Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: PMC-Sierra Inc.

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