content: <PAGE>
   
                 UNITED STATES 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): February 10, 1999
  
  
                                SYMMETRICOM, INC.
             (Exact name of registrant as specified in its charter)
  
  
          California                      0-2287                  95-1906306
  (State or other jurisdiction         (Commission             (I.R.S. Employer
  of incorporation or organization)    File Number)           Identification No.)
  
  
  2300 Orchard Parkway, San Jose, California                 95131-1017
  (Address of principal executive offices)                    (Zip Code)
  
  
  Registrant's telephone number, including area code:  408-943-9403
  
  
                                 Not Applicable
          (Former name or former address, if changed since last report)
  <PAGE>
   
  ITEM 2. ACQUISTION OR DISPOSITION OF ASSETS
  
  Agreement for Disposition of Linfinity Microelectronics Inc., a subsidiary of
  -----------------------------------------------------------------------------
  Symmetricom, Inc.
  -----------------
  
    On February 10, 1999, Symmetricom, Inc., a California corporation,
  ("Symmetricom" or "Registrant"), Linfinity Microelectronics Inc., a Delaware
  corporation which is a subsidiary of Symmetricom, ("Linfinity"), Microsemi
  Corporation, a Delaware corporation, ("Purchaser")and Micro-Linfinity
  Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of
  Purchaser, ("Purchaser Sub") entered into an agreement in which the Purchaser
  Sub shall be merged with and into Linfinity upon satisfaction of conditions to
  consummation including approval of the merger by Symmetricom's shareholders.
  Following the merger, the separate corporate existence of Purchaser Sub shall
  cease and Linfinity shall continue as the surviving corporation.
  
    The merger is contemplated in accordance with the Agreement and Plan of
  Reorganization dated as of February 10, 1999 (the "Agreement") by and among
  Symmetricom, Linfinity, Purchaser and Purchaser Sub, which is attached as
  Exhibit 99.2 hereto.  Symmetricom and Microsemi Corporation issued a joint news
  release concerning the Agreement and the proposed merger, which is attached as
  Exhibit 99.3 hereto.
  
    The aggregate purchase price payable for all the capital stock of Linfinity in
  the merger is $24,125,001 (the "Purchase Price") of which $1,125,000 shall be
  held in escrow for a period of two years.  The consideration to be paid to
  stockholders of Linfinity is $2.96 (the "Preferred Price Per Share") and $1.46
  (the "Common Price Per Share"). The outstanding capital stock of Linfinity is
  comprised of 6,000,000 shares of Preferred Stock and 4,197,824 shares of Common
  Stock.  There are stock options outstanding to purchase 121,449 and 109,000
  shares of Linfinity's Common Stock at $0.50 and $0.80 per share, respectively.
  The holders of these options will be entitled, immediately prior to the merger,
  to receive in cash the difference between $1.46 and the option exercise price.
  
  ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
  
  (a)  Financial Statements of Business Acquired
  
       Not applicable.
  
  (b)  Pro Forma Financial Information
  
       99.1  1.  Unaudited Pro Forma Condensed Consolidated Statement of
                 Operations for the six-month period ended December 31, 1998.
  
             2.  Unaudited Pro Forma Condensed Consolidated Statement of
                 Operations for the year ended June 30, 1998.
  
             3.  Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
                 December 31, 1998.
  
  (c)  Exhibits
  
       99.2  Agreement and Plan of Reorganization by and among Linfinity
             Microelectronics Inc., Symmetricom, Inc., Micro-Linfinity
             Acquisition Corporation, and Microsemi Corporation dated as of
             February 10, 1999.
  
       99.3  News release dated February 11, 1999, relating to the merger
            contemplated in accordance with the Agreement and Plan of
            Reorganization by and among Linfinity Microelectronics Inc.,
            Symmetricom, Inc., Micro-Linfinity Acquisition Corporation, and
            Microsemi Corporation dated as of February 10, 1999.
  <PAGE>
   
  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.
  
  
  
                                            SYMMETRICOM, INC.
                                            (Registrant)
  
  DATE:  February 24, 1999                  By: /s/ Thomas W. Steipp
                                            Thomas W. Steipp
                                            Chief Executive Officer
                                            and Chief Financial Officer
                                            (for Registrant and as         
                                            Principal Financial and       
                                            Accounting Officer)
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metadata_filer: {"company-data": {"conformed-name": "SYMMETRICOM INC", "cik": "0000082628", "assigned-sic": "3661", "irs-number": "951906306", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-02287", "film-number": "99548544"}, "business-address": {"street1": "2300 ORCHARD PARKWAY", "city": "SAN JOSE", "state": "CA", "zip": "95131-1017", "phone": "4084287813"}, "mail-address": {"street1": "2300 ORCHARD PARKWAY", "city": "SAN JOSE", "state": "CA", "zip": "95131-1017"}, "former-company": [{"former-conformed-name": "SILICON GENERAL INC", "date-changed": "19920703"}, {"former-conformed-name": "REDCOR CORP", "date-changed": "19820720"}]}
text: UNITED STATES 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): February 10, 1999
  
                                SYMMETRICOM, INC.
             (Exact name of registrant as specified in its charter)
  
          California                      0-2287                  95-1906306
  (State or other jurisdiction         (Commission             (I.R.S. Employer
  of incorporation or organization)    File Number)           Identification No.)
  
  2300 Orchard Parkway, San Jose, California                 95131-1017
  (Address of principal executive offices)                    (Zip Code)
  
  Registrant's telephone number, including area code:  408-943-9403
  
                                 Not Applicable
          (Former name or former address, if changed since last report)
  ITEM 2. ACQUISTION OR DISPOSITION OF ASSETS
  
  Agreement for Disposition of Linfinity Microelectronics Inc., a subsidiary of
  -----------------------------------------------------------------------------
  Symmetricom, Inc.
  -----------------
  
    On February 10, 1999, Symmetricom, Inc., a California corporation,
  ("Symmetricom" or "Registrant"), Linfinity Microelectronics Inc., a Delaware
  corporation which is a subsidiary of Symmetricom, ("Linfinity"), Microsemi
  Corporation, a Delaware corporation, ("Purchaser")and Micro-Linfinity
  Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of
  Purchaser, ("Purchaser Sub") entered into an agreement in which the Purchaser
  Sub shall be merged with and into Linfinity upon satisfaction of conditions to
  consummation including approval of the merger by Symmetricom's shareholders.
  Following the merger, the separate corporate existence of Purchaser Sub shall
  cease and Linfinity shall continue as the surviving corporation.
  
    The merger is contemplated in accordance with the Agreement and Plan of
  Reorganization dated as of February 10, 1999 (the "Agreement") by and among
  Symmetricom, Linfinity, Purchaser and Purchaser Sub, which is attached as
  Exhibit 99.2 hereto.  Symmetricom and Microsemi Corporation issued a joint news
  release concerning the Agreement and the proposed merger, which is attached as
  Exhibit 99.3 hereto.
  
    The aggregate purchase price payable for all the capital stock of Linfinity in
  the merger is $24,125,001 (the "Purchase Price") of which $1,125,000 shall be
  held in escrow for a period of two years.  The consideration to be paid to
  stockholders of Linfinity is $2.96 (the "Preferred Price Per Share") and $1.46
  (the "Common Price Per Share"). The outstanding capital stock of Linfinity is
  comprised of 6,000,000 shares of Preferred Stock and 4,197,824 shares of Common
  Stock.  There are stock options outstanding to purchase 121,449 and 109,000
  shares of Linfinity's Common Stock at $0.50 and $0.80 per share, respectively.
  The holders of these options will be entitled, immediately prior to the merger,
  to receive in cash the difference between $1.46 and the option exercise price.
  
  ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
  
  (a)  Financial Statements of Business Acquired
  
       Not applicable.
  
  (b)  Pro Forma Financial Information
  
       99.1  1.  Unaudited Pro Forma Condensed Consolidated Statement of
                 Operations for the six-month period ended December 31, 1998.
  
             2.  Unaudited Pro Forma Condensed Consolidated Statement of
                 Operations for the year ended June 30, 1998.
  
             3.  Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
                 December 31, 1998.
  
  (c)  Exhibits
  
       99.2  Agreement and Plan of Reorganization by and among Linfinity
             Microelectronics Inc., Symmetricom, Inc., Micro-Linfinity
             Acquisition Corporation, and Microsemi Corporation dated as of
             February 10, 1999.
  
       99.3  News release dated February 11, 1999, relating to the merger
            contemplated in accordance with the Agreement and Plan of
            Reorganization by and among Linfinity Microelectronics Inc.,
            Symmetricom, Inc., Micro-Linfinity Acquisition Corporation, and
            Microsemi Corporation dated as of February 10, 1999.
  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.
  
                                            SYMMETRICOM, INC.
                                            (Registrant)
  
  DATE:  February 24, 1999                  By: /s/ Thomas W. Steipp
                                            Thomas W. Steipp
                                            Chief Executive Officer
                                            and Chief Financial Officer
                                            (for Registrant and as         
                                            Principal Financial and       
                                            Accounting Officer)