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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
FEBRUARY 5, 2001 (JANUARY 21, 2001)
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
MARVELL TECHNOLOGY GROUP LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
BERMUDA 0-30877 77-0481679
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
RICHMOND HOUSE
3RD FLOOR
12 PAR LA VILLE ROAD
HAMILTON HM DX
BERMUDA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (441) 296-6395
N/A
(FORMER NAME AND FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 21, 2001, Marvell Technology Group Ltd., a Bermuda corporation
("Marvell" or the "Registrant"), completed its acquisition of Galileo Technology
Ltd., a company organized under the laws of Israel ("Galileo"), pursuant to the
merger of Toshack Acquisitions Ltd., a company organized under the laws of
Israel and a direct wholly owned subsidiary of Marvell ("Toshack") into Galileo.
As a result of the merger, each outstanding ordinary share of Galileo was
converted into the right to receive 0.674 shares of Marvell common stock. In
connection with the acquisition, Marvell will issue approximately 29.1 million
shares of its common stock to former Galileo shareholders.
The transaction was completed pursuant to the terms of an Agreement of
Merger, as amended, by and among Marvell, Galileo and Toshack, dated as of
October 16, 2000 (the "Merger Agreement"). The terms of the Merger Agreement,
including the merger consideration, were the result of arms length negotiations
between Marvell and Galileo. For further information with respect to the terms
of the merger, reference is made to the Merger Agreement, attached as Exhibit
2.1 to this report and incorporated herein by reference.
Galileo develops high-performance communications Internetworking and
Switching products for the data networking market. Marvell intends to continue
to operate in this business through Galileo.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
In accordance with paragraph (a)(4) of Item 7 of Form 8-K, the historical
financial statements of Galileo required in connection with the acquisition by
Marvell of Galileo are not included in this initial report, but will be filed
within 60 days after the date of this report.
(b) Pro Forma Financial Information
In accordance with paragraph (b)(2) of Item 7 of Form 8-K, the pro forma
financial information required in connection with the acquisition by Marvell of
Galileo are not included in this initial report, but will be filed within 60
days after the date of this report.
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(c) Exhibits
2.1 Agreement of Merger, as amended, by and among Marvell Technology Group
Ltd., Galileo Technology Ltd. and Toshack Acquisitions Ltd., dated as of
October 16, 2000 (incorporated by reference to Exhibit 2.1 of the
Registrant's registration statement on Form S-4 (Registration No.
333-50206)).
23.1 Consent of Ernst & Young LLP, Independent Auditors*
* To be filed by amendment.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: February 5, 2001
MARVELL TECHNOLOGY GROUP LTD.
By: /s/ Sehat Sutardja
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Sehat Sutardja
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Document
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Exhibit 2.1 Agreement of Merger, as amended, by and among Marvell Technology Group Ltd., Galileo
Technology Ltd. and Toshack Acquisitions Ltd., dated as of October 16, 2000
(incorporated by reference to Exhibit 2.1 of the Registrant's registration statement
on Form S-4 (Registration No. 333-50206)).
Exhibit 23.1 Consent of Ernst & Young LLP, Independent Auditors*
* To be filed by amendment.