6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2022.

Commission file number: 000-51380

 

 

SILICON MOTION TECHNOLOGY CORPORATION

(Translation of registrant’s name into English)

 

 

Flat C, 19/F, Wing Cheong Commercial Building

Nos 19-25 Jervois Street

Hong Kong

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒             Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

 

 

 


On July 13, 2022, Silicon Motion Technology Corporation (the “Company”) filed a report on Form 6-K to provide a joint proxy statement of the Company and prospectus of MaxLinear, Inc. (“Parent”) relating to the proposed transaction between the Company and Parent (the “Proposed Transaction”) and the extraordinary general meeting of shareholders of the Company in connection thereto to be held on Wednesday, August 31, 2022 at 10:00 a.m. (Taiwan time) (10:00 p.m. Eastern time) at 2F, No.26, Taiyuan Street, Zhubei City, Hsinchu County 302, Taiwan. A sticker supplement which supplements such joint proxy statement of the Company and prospectus of Parent is hereby furnished and a copy is attached to this Form 6-K as Exhibit 99.1.

The information in this Form 6-K (including in Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

EXHIBIT INDEX

 

99.1    Supplement No. 1 to Proxy Statement for the Company’s Extraordinary General Meeting to be held on August 31, 2022.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This Report of Foreign Private Issuer on Form 6-K is being made in respect of the Proposed Transaction. The Company intends to provide to its securityholders the joint proxy statement of the Company and prospectus of Parent. The joint proxy statement of the Company and prospectus of Parent will be sent or given to the securityholders of the Company and contain important information about the Proposed Transaction and related matters. This communication is not a substitute for the joint proxy statement of the Company and prospectus of Parent or any other document that may be filed or furnished by the Company or Parent with the Securities and Exchange Commission (“SEC”) or provided to the Company’s securityholders. Investors and securityholders are urged to read the joint proxy statement of the Company and prospectus of Parent in its entirety and other relevant documents filed with or furnished to the SEC or provided to the Company’s securityholders in connection with the Proposed Transaction or incorporated by reference therein before making any voting or investment decision with respect to the Proposed Transaction because they contain important information about the Proposed Transaction and the parties to the Proposed Transaction.


SIGNATURES

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.

 

SILICON MOTION TECHNOLOGY CORPORATION
By:  

/s/ Riyadh Lai

  Name: Riyadh Lai
  Title: Chief Financial Officer

Date: July 19, 2022

EX-99.1

Exhibit 99.1

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-265645

Sticker Supplement No. 1

(To Proxy Statement/Prospectus dated July 13, 2022)

 

  LOGO       LOGO  
               PROXY STATEMENT
OF SILICON MOTION TECHNOLOGY
CORPORATION
          PROSPECTUS
OF MAXLINEAR, INC.
              

This sticker supplement No. 1 to the joint proxy statement of Silicon Motion Technology Corporation (the “Company”) and prospectus of MaxLinear, Inc. (“Parent”) dated July 13, 2022 serves to supplement and amend the proxy statement/prospectus by providing for forward incorporation by reference into the proxy statement/prospectus (which forms part of a registration statement on Form S-4 filed with the United States Securities and Exchange Commission (the “SEC”) by Parent (File No. 333-265645)) of all documents filed by Parent with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of the proxy statement/prospectus and before the date of the Company’s extraordinary general meeting.

In the section of the proxy statement/prospectus titled “Where You Can Find More Information,” the words “Parent and” are hereby added between “(ii) all documents filed by” and “the Company” such that the amended and restated paragraph reads as follows:

“In addition, (i) all documents filed by Parent and the Company with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the registration statement on Form S-4 filed by Parent, of which this proxy statement/prospectus forms a part, and prior to the effectiveness of the registration statement and (ii) all documents filed by Parent and the Company with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement/prospectus and before the date of the extraordinary general meeting shall be deemed to be incorporated by reference into this proxy statement/prospectus and made a part of this proxy statement/prospectus from the respective dates of filing, except that in each case Parent and the Company are not incorporating by reference any information furnished but not filed, except as otherwise specified herein. In the event of conflicting information in these documents, the information in the latest filed document should be considered correct.”

You should read this sticker supplement together with the proxy statement/prospectus because the information contained herein supplements and amends the information contained in the proxy statement/prospectus. Other than as set forth above, this sticker supplement does not supplement or amend the proxy statement/prospectus in any way.

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued as Merger Consideration (as defined in the proxy statement/prospectus) or determined if this sticker supplement is truthful or complete. Any representation to the contrary is a criminal offense.

This sticker supplement is part of the proxy statement/prospectus

and must accompany the proxy statement/prospectus.

The date of this sticker supplement is July 19, 2022.