ZiLOG, Inc. Summary: According to the Company’s FORM 10-Q for the quarterly period ended October 1, 2000, the matter was fully briefed and argued to the Ninth Circuit Court of Appeals on June 8, 2000. On October 18, 2000, the Ninth Circuit Court of Appeals filed a Memorandum decision affirming the District Court's decision to grant our Motion To Dismiss and affirming the judgment in favor of all defendants.
As previously reported by the Company’s FORM 10-Q for the quarterly period ended April 4, 1999, on March 24, 1999, the district court granted ZiLOG's motion to dismiss and entered judgment in favor of all defendants. On April 16, 1999, the plaintiffs filed their notice of appeal to the Ninth Circuit Court of Appeals.
The original Complaint charged that defendants, Zilog and certain of its officers and directors, violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10-b(5) by, among other things, issuing false misleading statements regarding the merger agreement, Zilog's financial condition, as well as its present and future business prospects. Specifically, the complaint alleges that on or around July 21, 1997, Zilog signed a definitive merger agreement with the Texas Pacific Group. Under the terms of the agreement, the owner of each outstanding share of Zilog common stock could elect to receive $25.00 in cash. On November 20, 1997 Zilog shocked the market by announcing that the merger agreement had been renegotiated and that the owner of each outstanding share of Zilog common stock now could expect to receive only $20.00 in cash.
SIC Code: 3674
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