================================================================================
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 2, 2003
AGERE SYSTEMS INC.
(Exact Name of Registrant as Specified in Its Charter)
----------------------------------
Delaware 1-16397 22-3746606
-------- ------- ----------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1110 American Parkway NE, Allentown, Pennsylvania
(Address of Principal Executive Offices)
18109
(Zip Code)
Registrant's telephone number, including area code: (610) 712-6011
================================================================================
We are filing this Form 8-K as a result of the sale of a substantial
portion of our optoelectronic components business to TriQuint Semiconductor,
Inc. on January 2, 2003 and are providing unaudited pro forma condensed
financial statements in Exhibit 99.1. We are also providing supplemental
financial information in Exhibits 99.2 and 99.3 that reflect our optoelectronic
components business as discontinued operations and the refinement of our
allocation methodology for shared information technology costs, as described
in item 5. These items have no impact on Agere's reported net loss.
Item 2. Acquisition or Disposition of Assets.
On January 2, 2003, we completed the sale of a substantial portion of our
optoelectronic components business to TriQuint for $40 million in cash, of which
$5 million was held back pending the transfer of our Breinigsville, Pennsylvania
facility. This transfer to TriQuint will occur following the expiration of a
short transition supply agreement. The amount of consideration was determined
through arms-length negotiations between the parties. This transaction includes
the products, technology and certain facilities related to our optoelectronic
components business; and includes lasers, detectors, modulators, passive
components, arrayed waveguide-based components, amplifiers, transmitters,
receivers, transceivers, transponders, and micro electro-mechanical systems. The
sale to TriQuint does not include the remainder of our optoelectronic components
business that provides cable television transmission systems, or CATV,
components, which is currently held for sale.
Item 5. Other Events.
As a result of our decision to sell our optoelectronic components business,
we will be reporting this business as discontinued operations effective with the
first quarter of fiscal 2003.
In addition effective with the first quarter of fiscal 2003, we refined our
methodology for allocating shared information technology costs to our operating
segments and between costs, selling, general and administrative expenses, and
research and development expenses. We believe that this methodology provides a
better assignment of these costs based on additional information about the cost
components and underlying drivers which has been developed since our separation
from Lucent Technologies Inc. in fiscal 2001. Therefore, we have conformed
fiscal 2002 and 2001 historical amounts to our fiscal 2003 presentation. Prior
to our separation from Lucent this information is not available.
We have filed as Exhibit 99.2 to this report Unaudited Supplemental
Consolidated and Combined Statements of Operations for fiscal 2002, 2001 and
2000 and each of the quarters in fiscal 2002 and as Exhibit 99.3 to this
report Unaudited Supplemental Segment Information for fiscal 2002, 2001 and
2000 and each of the quarters in fiscal 2002. In each case, the financial
statements have been revised to reflect the optoelectronic components business
as discontinued operations and the refinement in allocation methodology.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed statements of operations filed as
Exhibit 99.1 reflect the effects of adjustments to our historical results for
the operations of the business sold to TriQuint, as described in Item 2, as if
the sale had occurred at the beginning of the earliest fiscal year presented.
The unaudited pro forma condensed balance sheet gives effect to the sale to
TriQuint as if it occurred on September 30, 2002.
In addition, the unaudited pro forma condensed statements of operations
have been adjusted for the refinement of our allocation methodology for shared
information technology costs, as described in Item 5. We have also provided
additional adjustments related to our CATV business, since it is currently
held for sale.
You should read the unaudited pro forma condensed financial statements in
conjunction with our consolidated and combined financial statements included in
our Form 10-K for the year ended September 30, 2002. Management believes that
the assumptions used provide a reasonable basis on which to present the
unaudited pro forma condensed financial statements. They should not be construed
to be indicative of our results of operations or financial position had the
transactions and events described above
been consummated on the dates assumed. These unaudited pro forma condensed
financial statements also do not project our results of operations or financial
position for any future period or date.
(c) Exhibits.
See exhibit index.
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: January 17, 2003
Agere Systems Inc.
By: /s/ Mark T. Greenquist
---------------------------------------
Name: Mark T. Greenquist
Title: Executive Vice President and
Chief Financial Officer
3
EXHIBIT INDEX
The following exhibits are filed herewith:
Exhibit No. Description
---------- -----------
2 Asset Purchase Agreement between Agere Systems Inc. and
TriQuint Semiconductor, Inc. (Agere undertakes to furnish
supplementally a copy of any omitted schedule or exhibit to
the Securities and Exchange Commission upon request)
99.1 Unaudited Pro Forma Condensed Financial Statements
99.2 Unaudited Supplemental Consolidated and Combined Statements of
Operations for fiscal 2002, 2001 and 2000 and each of the
quarters in fiscal 2002
99.3 Unaudited Supplemental Segment Information for fiscal 2002,
2001 and 2000 and each of the quarters in fiscal 2002
4
STATEMENT OF DIFFERENCES
------------------------
The section symbol shall be expressed as............................... 'SS'