Microsemi Takes Actions to Reduce Future Non-Cash Expense Prior to Adoption of FASB Statement No. 123 R


IRVINE, Calif., Aug. 1, 2005 (PRIMEZONE) -- Microsemi Corporation (Nasdaq:MSCC) said that in light of new accounting regulations that take effect for the Company on October 3, 2005, the Company will accelerate the vesting of certain unvested stock options, all previously awarded to eligible participants under its 1987 Stock Plan, as amended. Microsemi's Compensation Committee and Board of Directors approved the accelerated vesting, along with new restrictions on the shares that are issuable under these options, and the restrictions continue until the options were originally scheduled to vest. The shares issuable, although restricted, shall be registered in the name of the optionee and may be transferred pursuant to the laws of descent and distribution and are transferable to the extent necessary to pay the optionee's costs for the option exercise.

Microsemi took the action in the belief that it is in the best interests of stockholders to minimize future compensation expense, and this was the purpose of the vesting acceleration. Upon Microsemi's planned adoption of FASB Statement No. 123 R, "Share-Based Payment," effective for fiscal year 2006, vesting of unvested options will add to Microsemi's compensation expense. Therefore, we accelerated vesting into fiscal year 2005 before the new accounting rule takes effect.

As a result of this vesting acceleration, options to purchase approximately 8,200,000 shares of common stock shall become fully vested on or about September 5, 2005, including approximately 2,900,000 shares under options held by executive officers or directors. In order to avoid any perception of unintended personal benefits, Microsemi has imposed substantial restrictions on all shares issued under the accelerated options. These restrictions prevent the selling of any shares acquired upon the exercise of accelerated options (except as necessary to cover the exercise price and satisfy Federal and State withholding taxes) until the date on which such options would have vested under their original vesting schedule.

Microsemi's Chairman Dennis R. Leibel commented, "We believe that the accelerated vesting of these options is in the best interests of Microsemi and its stockholders, as this action will avoid a significant non-cash compensation expense in future periods and has minimal net effect on the optionees."

About Microsemi Corporation

Microsemi is a leading designer, manufacturer and marketer of high performance analog and mixed signal integrated circuits and high reliability semiconductors. The company's semiconductors manage and control or regulate power, protect against transient voltage spikes and transmit, receive and amplify signals.

Microsemi's products include individual components as well as integrated circuit solutions that enhance customer designs by improving performance and reliability, battery optimization, reducing size or protecting circuits. The principal markets the company serves included implanted medical, defense/aerospace and satellite, notebook computers, monitors and LCD TVs, automotive and mobile connectivity applications. More information may be obtained by contacting the company directly or by visiting its web site at http://www.microsemi.com. All trademarks are of Microsemi Corporation.

PLEASE READ THE FOLLOWING FACTORS THAT CAN MATERIALLY AFFECT MICROSEMI'S FUTURE RESULTS.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Any statements set forth in the news release that are not entirely historical and factual in nature are forward-looking statements. For instance, all statements of belief and expectations are forward-looking statements. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Potential risks and uncertainties include, but are not limited to, such factors as changes in generally accepted accounting principles, the difficulties regarding the making of estimates and projections, including difficulties with periodic fluctuation and possible changes of numerous factors, difficulties in the hiring and retention of qualified personnel in a competitive labor market, acquiring and integrating new operations or assets, closing or disposing of operations or assets, or difficulties in transferring work from one plant to another, rapidly changing technology and product obsolescence, difficulties predicting the timing and amount of plant closure costs, the potential inability to realize cost savings or productivity gains and to improve capacity utilization, potential cost increases, weakness or competitive pricing environment of the marketplace, uncertain demand for and acceptance of the company's products, results of in-process or planned development or marketing and promotional campaigns, changes in demand for products, difficulties foreseeing future demand, effects of limited visibility of future sales, potential non-realization of expected orders or non-realization of backlog, product returns, product liability, and other potential unexpected business and economic conditions or adverse changes in current or expected industry conditions, business disruptions, epidemics, disasters, wars or potential future effects of the tragic events of September 11, variations in customer order preferences, reductions or changes in defense spending, fluctuations in the costs of legal compliance, including compliance with the Sarbanes-Oxley Act of 2002, fluctuations in other costs of general and administrative kinds, fluctuations in market prices of the company's common stock and potential unavailability of additional capital on favorable terms, difficulties in implementing company strategies, dealing with environmental matters or litigation, difficulties in determining and maintaining adequate insurance coverage, difficulties protecting patents and other proprietary rights, inventory obsolescence and customer qualification of products, manufacturing facilities and processes. In addition to these factors and any other factors mentioned elsewhere in this news release, the reader should refer as well to the factors, uncertainties or risks identified in the company's most recent Form 10-K and subsequent Form 10-Q reports filed by Microsemi with the SEC. Additional risk factors shall be identified from time to time in Microsemi's future filings. Microsemi does not undertake to supplement or correct any information in this release that is or becomes incorrect.

The Microsemi Corporation logo can be found at: http://www.primezone.com/newsroom/prs/?pkgid=1233

Investor Inquiries: David R. Sonksen, Microsemi Corporation, Irvine, CA (949) 221-7101.



            

Contact Data