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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
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[X] Annual report pursuant to section 13 or 15(d) of the Securities and
- --- Exchange Act of 1934 for the fiscal year ended July 3, 1999.
[ ] Transition report pursuant to section 13 or 15(d) of the Securities and
- --- Exchange Act of 1934 for the Transition period
from ___________ to ____________
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Commission File Number 0-27026
Pericom Semiconductor Corporation
(Exact Name of Registrant as Specified in Its Charter)
California 77-0254621
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2380 Bering Drive
San Jose, California 95131 95131
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (408) 435-0800
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosures of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates of the
Registrant, based on the closing price of the Common Stock on September 17, 1999
as reported by the Nasdaq National Market was approximately $124,187,000.
As of September 17, 1999 the Registrant had outstanding 9,678,435 shares of
Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Parts of the Registrant's Annual Report to Shareholders for the fiscal year
ended July 3, 1999 and the Registrant's Proxy Statement for the Annual Meeting
of Shareholders to be held December 14, 1999 are incorporated by reference in
Parts II, III and IV of this report on Form 10-K.
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PART I
ITEM 1. BUSINESS
Pericom Semiconductor Corporation (the "Company" or "Pericom") designs, develops
and markets high-performance interface integrated circuits ("ICs") used in many
of today's advanced electronic systems. Interface ICs, such as interface logic,
switches and clock management products, transfer, route and time electrical
signals among a system's microprocessor, memory and various peripherals and
between interconnected systems. High-performance interface ICs, which enable
high signal quality, are essential for the full utilization of the available
speed and bandwidth of advanced microprocessors, memory ICs, local area networks
("LANs") and wide area networks ("WANs"). Pericom focuses on high-growth and
high-performance segments of the notebook computing, servers, networking and
telecommunications markets, in which advanced system designs require interface
ICs with high-speed performance, reduced power consumption, low-voltage
operation, small size and higher levels of integration.
Pericom has combined its extensive design technology and applications knowledge
with its responsiveness to the specific needs of electronic systems developers
to become a competitive supplier of interface ICs. The Company has evolved from
one product line in fiscal 1992 to four currently -- SiliconInterface,
SiliconSwitch, SiliconClock and SiliconConnect(TM) -- with a goal of providing
an increasing breadth of interface IC solutions to its customers. Pericom
currently offers over 350 standard products, of which 113 were introduced during
the twelve months ended June 30, 1999. The Company's customers and OEM end users
include 3Com Corporation, Apple Computer, Inc., Ascend Communications, Inc.,
Avid Technology, Inc., Cabletron Systems, Inc., Canon, Inc., Celistica, Cisco
Systems, Inc., Compaq Computer Corporation, Dell Computer, Fujitsu, Hewlett-
Packard Company, Hitachi Ltd., International Business Machines Corporation,
Intel Corporation, Inventec, Inc., Lexmark International Inc., Lucent, Motorola,
Nortel, Quanta, Qualcom, Smart Modular Technologies Inc., Solectron Technology
Corporation, Sony Corporation, Toshiba Corporation, and Xerox.
INDUSTRY BACKGROUND
OVERVIEW
The presence of electronic systems and subsystems permeates our everyday life,
as evidenced by the growth of the personal computer, mobile communications,
networking and consumer electronics markets. The growth of these markets has
been driven by systems characterized by ever-improving performance, flexibility,
reliability and multi-functionality, as well as decreasing size, weight and
power consumption. Advances in ICs through improvements in semiconductor
technology have contributed significantly to the increased performance of, and
demand for, electronic systems and to the increasing representation of ICs as a
proportion of overall system cost. This technological progress has occurred at
an accelerating pace, while the cost of electronic systems has remained steady
or declined.
The development of high-performance personal computers, the requirement for
higher network performance and the increased level of connectivity among
different types of electronic devices have driven the demand for high-speed,
high-performance interface circuits to handle the transfer, routing and timing
of digital and analog signals at high speeds with minimal loss of signal
quality. High-speed signal transfer is essential to fully utilize the speed and
bandwidth of the microprocessor, the memory and the LAN or WAN. High signal
quality is equally essential to achieve optimal balance between high data
transmission rates and reliable system operation. Without high signal quality,
transmission errors occur as bandwidth increases. Market requirements for
interface circuits are driven by the same market pressures as those imposed on
microprocessors, including higher speed, reduced power consumption, lower-
voltage operation, smaller size and higher levels of integration.
Pericom's interface products serve to increase system bandwidth in applications
such as servers, network switches and routers, storage area networks, wireless
basestations, and notebook computers. Bandwidth can
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be increased by widening the datapath (widening the pipe), increasing the clock
rate (increase the flowrate through the pipe) or allowing multiple, simultaneous
transactions on the bus using a crossbar switch. Pericom is pioneering
technology in each of these areas.
The problems associated with signal quality that must be addressed by the
interface ICs are magnified by increases in the speeds at which interface ICs
must transfer, route and time electrical signals, the number of interconnected
devices that send or receive signals and the variety of types of signals
processed by the interface ICs. The most significant performance challenges
faced by designers of interface ICs are the requirements to transfer signals at
high speed with low propagation delay, minimize signal degradation caused by
"noise," "jitter," and "skew" and reduce electromagnetic interference ("EMI").
Minimizing propagation delay sources of signal degradation and interference is
needed to enable today's state-of-the-art electronic systems to function.
Pericom believes that several major market trends make reliable operations of
systems at high frequency and high data transfer rates critical. Internet and
high-performance network applications continue to push for more data bandwidth
on system buses and across system boundaries. Computer and networking system
clock frequencies continue to increase at a very rapid rate, shortening the time
available to perform data transfers. While the data transfer rate has typically
increased every few years, the continuing desire for higher system reliability
with minimal system downtime creates increasing pressure to achieve lower data
error rates. Increasing system-wide EMI emissions resulting from higher-
frequency ICs compels system designers to develop and implement new ways to
further reduce these emissions. These factors all increase the need for very
high-speed interface circuits with outstanding performance specifications.
With processing power continuing to double every 18 months (Moore's law) the
speed at which microprocessors can access memory becomes the system bandwidth
constraint in high-speed computing. The Company has developed solutions with
Intel and Rambus to support higher speed processor-memory interfacing to support
the PC133 and Direct Rambus standards, both on the system motherboard and memory
modules.
In server applications, Pericom supports higher system bandwidth through the use
of bus switches to isolate the system's memory modules from the bus when they
are not being addressed. The Company's interface products are also used to
enable live insertion of PCI boards ("hot swapping"). This prevents system
downtime when boards need to be replaced. Pericom has similar products for hot-
docking notebook computers and its products are used in virtually every notebook
computer.
In all new high-bandwidth systems data transfer needs to be synchronized,
creating a high demand for clock products. Pericom's clock products provide all
the precise timing signals needed to ensure reliable data transfer at high
speeds in applications ranging from notebook computers to network switches. As
systems continue to grow in processing power and complexity the demand for these
products will accelerate. The demand for higher precision will also continue to
increase as timing margins shrink in higher bandwidth systems.
Another trend evident in the communications (data and voice) and the storage
market is the trend to parallel processing to increase performance. The need to
interface several processors to one another and to memory components is driving
customers to develop new switching fabrics. The Company has responded to this
opportunity with the development of a high-density crossbar switch technology
which enables point-to-point connection of multiple processors to boost
bandwidth by an order of magnitude.
Pericom also believes that electronic systems designers and OEMs have
increasingly required solutions to the technical challenges described above in
order to take advantage of continuing speed and performance enhancements in
microprocessor and memory ICs. These customers have also continued to migrate
from single-part vendors to suppliers who can provide multiple parts for their
systems, both to reduce the number of vendors they must deal with and to address
interoperability requirements among the interface ICs within the system. Due to
the short design times and product life cycles these customers face for their
own products, they are requiring rapid response time and part availability from
interface IC vendors. Interface IC
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vendors are further required to accomplish these tasks in a cost-effective
manner that flexibly responds to specific customer needs.
PRODUCTS
The Company has used its expertise in high-performance digital, analog and
mixed-signal IC design, its re-usable core cell library and its modular design
methodology to achieve a rapid rate of new product introductions. The Company
has evolved from one product line in fiscal 1992 to four product lines
currently, with a goal of providing an increasing breadth of product solutions
to its customers. Within each product line, the Company has continued to
introduce products with higher performance, higher levels of integration, and
new features and options.
SiliconInterface
Through its SiliconInterface product line, Pericom offers a broad range of high-
performance 5-volt, 3.3-volt, and 2.5-volt CMOS logic interface circuits. These
products provide logic functions to handle data transfer between microprocessors
and memory, bus exchange, backplane interface, and other logic interface
functions where high-speed, low-power, low-noise and high-output drive
characteristics are essential. The Company's thin and tight-lead-pitch packages
allow significant reduction in board space and provide enhanced switching
characteristics. The Company has two patents that relate to certain
SiliconInterface products: one that relates to mixed-voltage operations that are
scaleable for future generations of low-voltage logic families, and one that
relates to a high-speed, low-noise input/output buffer design. The
SiliconInterface product line is used in a wide array of systems applications,
including notebook computers, high-speed network hubs, routers and switches and
multimedia systems.
5-VOLT INTERFACE LOGIC. The Company's high-speed 5-volt interface logic products
in 8-, 16- and 32-bit configurations address specific system applications,
including a "Quiet Series" family for high-speed, low-noise, point-to-point data
transfer in computing and networking systems and a "Balanced Drive" family with
series resistors at output drivers to reduce switching noise in high-capacitive
load switching in the main and cache memories of high-performance computers.
3.3-VOLT INTERFACE LOGIC. Pericom's 3.3-volt interface logic products in 8 to 24
bit configurations address a range of cost and performance requirements. The
Company's 3.3-volt ALVC, LPT, LCX and FCT3 interface logic families offer a
comprehensive range of performance at very low power. The ALVC, LPT and LCX
families allow customers the flexibility to use certain Pericom 3.3-volt
products in pure 3.3-volt or mixed 3.3/5-volt designs. Because a full range of
3.3-volt components is not always available, this flexibility is important as
computer and networking designs make the transition from 5 volts to 3.3 volts.
ALVC, a leading-edge performance family that targets high-speed computer and
networking designs, offers bus hold and 5-volt I/O tolerance options. With 55
products in the family, the Company now offers one of the broadest portfolios of
ALVC logic in the industry. LPT is a mid-range performance family and the
industry's first 3.3-volt CMOS logic family with 5-volt I/O tolerance. LCX is a
relatively slow-speed family that is targeted for low-cost applications. FCT3 is
a mid-range performance family that can interface only with 3.3-volt components.
Increasing networking, PC and memory module manufacturers are demanding
application specific logic products. Pericom believes it is well positioned to
serve this need using its ASIC design methodology and existing cell designs to
achieve rapid product development.
2.5-VOLT INTERFACE LOGIC. Pericom has three new logic families to address 2.5and
1.8 volt operation. The ALVTC is a high-drive family offering sub 2.5 nanosecond
propagation delays and the lowest power consumption in its class. The AVC
family offers a lower balanced drive with a propagation delay of less than 2
nanoseconds. The VCX family also offers balanced drive but is optimized for
low-noise operation. All three families can support 1.8 to 3.3 volt operation.
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SiliconSwitch
Through its SiliconSwitch product line, Pericom offers a broad range of high-
performance ICs for switching digital and analog signals. The ability to switch
or route high-speed digital or analog signals with minimal delay and signal
distortion is a critical requirement in many high-speed computers, networking
and multimedia applications. Historically, systems designers have used
mechanical relays, solid-state relays and analog switches, which have
significant disadvantages compared to IC switches: mechanical relays are bulky,
dissipate significant power and have very low response times; solid-state relays
are expensive and dissipate significant power; and traditional analog switches
have relatively high resistance that can cause significant signal distortion.
DIGITAL SWITCHES. The Company offers a family of digital switches in 8-, 16- and
32-bit densities that address the switching needs of high-performance systems.
These digital switches offer performance and cost advantages over traditional
switch functions, offering low on-resistance (less than 5 ohms), low propagation
delay (less than 250 picoseconds), low standby power (less than 1 microamp) and
series resistor options that support low EMI emission requirements. Applications
for the Company's digital switches include 5-volt to 3.3-volt signal
translation, high-speed data transfer and switching between microprocessors and
multiple memories, and hot plug interfaces in notebook and desktop computers,
servers and switching hubs and routers. During fiscal 1999, the Company
developed a family of application specific switches to support PCI "hot-
plugging" and GTL termination in server applications. Two families of 3.3-volt
switches were also introduced offering industry leadership performance in terms
of their switching times and low capacitance for bus isolation applications.
ANALOG SWITCHES. The Company offers a family of analog switches for low-voltage
(2- to 5-volt) applications such as multimedia audio and video signal switching
with enhanced characteristics such as low power, high bandwidth, low crosstalk
and low distortion to maintain analog signal integrity. Traditional analog
switches cause unacceptable levels of distortion due to high on-resistance. The
Company's analog switches have significantly lower on-resistance, resulting in
significant improvement in bandwidth and distortion. This allows the Company's
analog switches to be used for state-of-the-art video and audio switching
applications where traditional analog switches cannot be used. To support space-
constrained applications, such as wireless handsets and Global Positioning
Systems ("GPS") receivers, several of these switches have recently been
introduced in the tiny SOT-23 and SC70 packages. To complement this low-voltage
family the Company also offers a higher voltage (17 volt) analog switch family
for applications requiring higher signal range, such as instrumentation,
telecommunications and industrial control. The addition of this family
significantly strengthens Pericom's position in the analog switch market.
LAN SWITCHES AND VIDEO SWITCHES. The Company offers a line of application-
specific standard product ("ASSP") switches for specific applications. These
products include LANSwitches, which are used to switch among multiple LAN
protocols (e.g., Ethernet, FastEthernet and Token Ring) on networking systems,
and video switches, which are used in graphic and multimedia systems to switch
among different video and audio sources at very high frequencies with minimal
distortion, hence preserving high video and audio fidelity.
SiliconClock
Through its SiliconClock product line, Pericom offers a broad range of general-
purpose solutions including clock buffers, PLL-based zero-delay clock generators
and ASSP PLL-based frequency synthesizer products for Pentium II, Pentium III
and Celeron processor systems, as well as a number of ASSP clock products for
laser printers, networking, and set-top box applications. As system designers
use microprocessors and memories that run at increasingly high frequencies,
there is a demand for correspondingly reliable clock management circuits to
generate and distribute high-precision, high-frequency timing control signals
for advanced computer, networking, multimedia and embedded applications. To
enable the reliable operations
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of these ICs with precise timing, the clock circuits need to have short
propagation delay, low jitter and low pin-to-pin signal skew.
CLOCK BUFFERS AND ZERO-DELAY CLOCK GENERATORS. Clock buffers receive a digital
signal from a frequency source and create multiple copies of the signal for
distribution across system boards. Pericom offers 3.3-volt and 5-volt clock
buffers for high-speed, low-skew applications in computers and networking
equipment. PLL-based clock generators, also known as zero-delay clocks,
virtually eliminate propagation delays by synchronizing the clock outputs with
the incoming frequency source. Pericom's 5-volt and 3.3-volt zero-delay clock
generators offer frequencies of up to 134 MHz for applications in networking
switches, routers and hubs, computer servers, PCI bridges and SDRAM modules.
Pericom supports the latest industry standard PC133 and PC100 SDRAM registered
DIMM memory modules with zero delay clock buffers to drive the SDRAM clocks, and
ALVC and AVC logic buffers to drive the address lines.
CLOCK FREQUENCY SYNTHESIZERS. Clock frequency synthesizers use single or
multiple PLLs to generate various output frequencies using a crystal oscillator
as an input frequency source. Clock frequency synthesizers are used to provide
critical timing signals to microprocessors, PCI buses, SDRAM and peripheral
functions. Pericom's PLL-based clock synthesizers support Pentium II, Pentium
III and Celeron microprocessors and their associated integrated chipsets. These
clock generators are designed with an emphasis on minimizing jitter and power
consumption. In addition, most of the products come with integrated serial I2C
serial link communications and options for spread-spectrum selection that meet
low EMI requirements for mobile and desktop PC motherboards. Pericom recently
introduced an integrated 100 and 133MHz clock generator and buffer to support
the latest 810 ("Whitney") and 810e chipset for the Celeron processor. The
Company also has a range of integrated products for the notebook computer market
segment and is an active participant in the development of Intel defined
technology for the next generation PC and server platforms. To support the
latest Direct Rambus memory technology the Company has developed a 400MHz clock
generator to support the synchronous transfer of data in the Rambus RIMM memory
module. The Company's PLL-based laser printer clock provides a cost-effective
solution for high-speed, high-resolution video clock generation at 40 MHz for
low-cost color laser printer controllers and at 80 MHz for high-speed color
laser printer controllers. The Company also offers modem clocks to support 28.8K
and 56K rack-mount modem designs.
FLEX CLOCK. To support embedded processor and data transmission operations,
telecom and datacom applications often require unique combinations of
frequencies on the system board. Traditionally, such requirements have been
handled by the simultaneous use of several crystal oscillators. This approach is
costly, however, and requires significant board space. Also, certain uncommon
frequencies require very long purchase order lead times. Supporting quick-turn
customer prototyping as well as volume production requirements, Pericom's
FlexClock product offers customers programmable PLL-based clock synthesizers
that provide multiple customer-specified frequencies in a single IC with short
lead time and with fast factory programming of custom requested frequencies.
SiliconConnect(TM)
The SiliconConnect(TM) product line is the newest and offers the highest
complexity and integration among the Company's products. It consists of a family
of Low Voltage Differential Signaling (LVDS) drivers, receivers, and
transceivers, cross-bar switches, and PCI to PCI bridge products currently in
development.
To support higher system bandwidth at acceptable noise and power levels
customers are increasingly moving to serial rather than parallel architectures
and using differential signaling to reduce noise and electromagnetic
interference (EMI). Pericom has responded to this need with the development of a
family of drivers, receivers and transceivers offering data rates of 400 Mbps
(Megabits per second), allowing point-to-point connections over distances
greater than 10 meters. This new low-voltage differential signaling (LVDS)
standard offers a number of improvements over the older ECL (Emitter-Coupled
Logic) and PECL (Pseudo Emitter-Coupled Logic) in applications requiring lower
power consumption and noise.
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Another technology recently introduced by Pericom to support higher bandwidth is
cross-bar switching to allow multiple processors and memory modules to
communicate on point-to-point connections across a shared bus. The first product
in the family is a 10-port 18-bit switch which supports a data rate up to 264
Gigabytes per second.
The Company also has a 3-port PCI to PCI bridge product in development. This
product can support input/output expansion on the PCI bus in applications
ranging from network routers to memory storage and server applications.
The Company is continuing to enhance and refine the offerings in its existing
product lines, while working to add next-generation products which address new
market opportunities on a timely basis. The failure of the Company to complete
and introduce new products in a timely manner at competitive price/performance
levels would materially and adversely affect the Company's business and results
of operations. See "Factors That May Affect Future Results -- Technological
Changes; Dependence on New Products."
CUSTOMERS
The following is a list of selected customers of the Company, including end
users and OEMs:
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Computer Networking
Acer 3Com
Apple Alcatel
Asustek Ascend Communications
Compal Cabletron
Compaq Cisco
Dell Hewlett-Packard
Digital Equipment Corporation Nortel
Fujitsu
Hitachi Multimedia, Peripherals and Others
IBM Adaptec
Intel Avid
Inventec Canon
NEC Diamond Multimedia
Quanta Lexmark
Sony Xerox
Toshiba
Contract Manufacturing
AVEX Electronics
Celestica
Jabil Circuit
Natsteel
SCI
Smart Modular Technologies
Solectron
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The Company's customers include a broad range of end users and OEMs in the
computer, peripherals, networking and contract manufacturing markets. In fiscal
1997, sales to Harris and IBM accounted for approximately 17% and 14%,
respectively, of the Company's net revenues, and sales to the Company's top five
customers accounted for approximately 47% of net revenues. In fiscal 1998, sales
to Techmosa, a
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distributor in Taiwan, accounted for 11% of net revenues, and sales to the
Company's top five customers accounted for 36% of net revenues. In fiscal 1999,
sales to Techmosa accounted for 14% of net revenues, and sales to the Company's'
top five customers accounted for 36% of net revenues. See "Factors That May
Affect Future Results -- Customer Concentration."
Contract manufacturers have become important customers for the Company as
systems designers in the Company's target markets are increasingly outsourcing
portions of their manufacturing. In addition, these contract manufacturers are
playing an increasingly vital role in determining which vendors' ICs are
incorporated into new designs.
DESIGN AND PROCESS TECHNOLOGY
The Company's design efforts focus on the development of high-performance
digital, analog and mixed-signal ICs. To minimize design cycle times of high-
performance products, the Company utilizes a modular design methodology that has
enabled it to produce many new products each year and to meet its customers'
need for fast time-to-market response. This methodology uses state-of-the-art
computer-aided design software tools such as HDL description, logic synthesis,
full-chip mixed-signal simulation, and automated design layout and verification
using Pericom's library of high-performance digital and analog core cells. This
family of core cells has been developed over several years and contains high-
performance, specialized digital and analog functions not available in
commercial ASIC libraries. Among these cells are the Company's proprietary
mixed-voltage I/O cells, high-speed, low-noise I/O cells, analog and digital
PLLs, charge pumps and datacom transceiver circuits. Pericom has been granted
thirteen U.S. patents relating to its circuit designs and has several U.S. and
foreign patent applications pending. Another advantage of this modular design
methodology is that it allows the application of final design options late in
the wafer manufacturing process to determine a product's specific function. This
option gives the Company the ability to use pre-staged wafers, which
significantly reduces the design and manufacturing cycle time and enables the
Company to respond rapidly to a customer's prototype needs and volume
requirements.
The Company utilizes advanced CMOS processes to achieve optimal performance and
die cost. The Company's process and device engineers work closely with its
independent wafer foundry partners to develop and evaluate new process
technologies. The Company's process engineers also work closely with circuit
design engineers to optimize the performance and reliability of its cell
library. The Company currently manufactures a majority of its products using 0.5
micron and 0.6 micron CMOS process technologies and is using an advanced 0.35
micron CMOS process, which has been qualified and is in production, in the
design of a number of its new products. The Company is also using a high-voltage
CMOS process developed by one of its foundry partners in the design of new
switch products.
SALES AND MARKETING
The Company markets and distributes its products through a worldwide network of
independent sales representatives and distributors. In fiscal years 1999, 1998
and 1997, international sales comprised 48%, 45% and 37%, respectively, of the
Company's net revenues. The Company has four regional sales offices in the
United States and has sales offices in Taiwan, Japan and Europe. The Company
also supports field sales design-in and training activities with application
engineers. All marketing and product management personnel are located at the
Company's corporate headquarters in San Jose, California. See "Factors That May
Affect Future Results -- Risks of International Sales."
The Company focuses its marketing efforts on product definition, new product
introduction, product marketing, advertising and public relations. The Company
actively seeks cooperative relationships in product development and product
marketing. For example, the Company recently signed an agreement with Lexmark
to license its spread spectrum technology and with Rambus to develop the Direct
Rambus Clock Generator IC. The Company uses advertising both domestically and
internationally to market its products independently and in cooperation with its
distributors. Pericom product information is available on its web
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site, which contains technical information on all of its products and offers
design modeling support and sample-request capabilities online. The Company also
publishes and circulates technical briefs relating to its products and their
applications.
The Company has been ISO-9001 certified by the International Organization for
Standards for Quality Management after the Company successfully completed the
required Registration Assessment Audit with Underwriter's Laboratories, which
entails a rigorous quality assessment.
Pericom believes that contract manufacturing customers are strategically
important and employs sales and marketing personnel who focus on servicing these
customers and on expanding Pericom's product sales via these customers to OEMs.
In addition, Pericom uses programs such as EDI, bonded inventories and remote
warehousing to enhance its service and attractiveness to contract manufacturers.
Sales through domestic and international distributors were approximately 57%,
49% and 36% of the Company's net revenues in fiscal 1999, 1998 and 1997,
respectively. Major distributors in the United States include All American
Semiconductor, Bell Microproducts, Future Electronics, Interface Electronics, Nu
Horizons Electronics, and Pioneer Standard. Major international distributors
include Chin Shang Electronics Corp. (Taiwan), EPCO Technology Co., LTD
(Taiwan), Desner Electronics (Singapore), Internix (Japan), MCM (Japan) and
Techmosa (Taiwan). See "Factors That May Affect Future Results -- Reliance on
Distributors."
MANUFACTURING
The Company has adopted a fabless manufacturing strategy by subcontracting its
wafer production to independent wafer foundries. The Company has established
collaborative relationships with selected independent foundries and targets
additional foundry partners with which it can develop a strategic relationship
to the benefit of both parties. The Company believes that its fabless strategy
enables it to introduce high performance products quickly at competitive cost.
To date, the Company's principal manufacturing relationships have been with
Chartered Semiconductor Manufacturing Pte, Ltd. ("Chartered"), Taiwan
Semiconductor Manufacturing Corporation ("TSMC") and Lucky Goldstar ("LG"). The
Company provides Chartered with new product designs to be used for testing and
qualifying advanced manufacturing processes from development to production. In
exchange, Chartered provides the Company with wafer allocation and early access
to process technology. The Company has also used Austria Mikro Systeme GmbH
("AMS") as a foundry since 1992. Recently the Company qualified a 0.35micron
CMOS process at Chartered that is currently in production.
The Company relies on foreign subcontractors primarily for the assembly and
packaging of its products and, to a lesser extent, for the testing of its
finished products. Some of these subcontractors are the Company's single source
supplier for certain new packages. Although the Company believes that it is not
materially dependent upon any such subcontractor, changes in the Company's or a
subcontractor's business could cause the Company to become materially dependent
on a subcontractor. The Company has from time to time experienced difficulties
in the timeliness and quality of product deliveries from the Company's
subcontractors. Although delays experienced to date have not been material,
there can be no assurance that the Company will not experience similar or more
severe difficulties in the future. The Company generally purchases these single
or limited source components or services pursuant to purchase orders and has no
guaranteed arrangements with such subcontractors. There can be no assurance that
these subcontractors will continue to be able and willing to meet the Company's
requirements for any such components or services. Any significant disruption in
supplies from, or degradation in the quality of components or services supplied
by, these subcontractors, or any other circumstance that would require the
Company to qualify alternative sources of supply could delay shipments and
result in the loss of customers, or limitations or reductions in the Company's
revenues, or otherwise materially and adversely affect the Company's business
and results of operations. See "Factors That May Affect Future Results --
Dependence on Single or Limited Source Assembly Subcontractors."
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RESEARCH AND DEVELOPMENT
The Company believes that the continued timely development of new interface ICs
is essential to maintaining its competitive position. Accordingly, the Company
has assembled a team of highly skilled engineers whose activities are focused on
the development of signal transfer, routing and timing technologies and
products. Research and development expenses in fiscal 1999, 1998, and 1997 were
$6.0 million, $5.1 million and $4.2 million, respectively.
The success of new products depends on many factors, including product
selection, timely completion of product development, ability to gain access to
advanced fabrication processes, achievement of acceptable wafer fabrication
yield, and the ability to secure sufficient wafer fabrication capacity. There
can be no assurance that the Company will be able to successfully identify new
product opportunities and timely develop and bring to market such new products.
Failure of the Company to complete, introduce and bring to volume production new
products in a timely manner and at competitive price/performance levels could
adversely affect the Company's results of operations. See "Factors That May
Affect Future Results -- Technological Change; Dependence on New Products."
INTELLECTUAL PROPERTY
In the United States, the Company holds fifteen patents covering certain aspects
of its product designs and has ten additional patent applications pending. The
Company expects to continue to file patent applications where appropriate to
protect its proprietary technologies; however, the Company believes that its
continued success depends primarily on factors such as the technological skills
and innovation of its personnel, rather than on its patents.
The Company's success depends in part on its ability to obtain patents and
licenses and preserve other intellectual property rights covering its products
and development and testing tools. Copyrights, mask work protection, trade
secrets and confidential technological know-how are also key elements of the
Company's business. There can be no assurance that any additional patents will
be issued to the Company or that the Company's patents or other intellectual
property will provide meaningful protection from competition. The Company may be
subject to or may initiate interference proceedings in the U.S. Patent and
Trademark Office, which can consume significant financial and management
resources. In addition to the foregoing, the laws of certain territories in
which the Company's products are or may be developed, manufactured or sold may
not protect the Company's products and intellectual property rights to the same
extent as the laws of the United States. The inability of the Company to protect
its intellectual property adequately could have a material adverse effect on its
business and results of operations.
The semiconductor industry is characterized by frequent litigation regarding
patent and other intellectual property rights, and there can be no assurance
that the Company will not be subject to infringement claims by other parties.
Any litigation, whether or not determined in favor of the Company, can result in
significant expense to the Company and can divert the efforts of the Company's
technical and management personnel from productive tasks. In the event of an
adverse ruling in any litigation involving intellectual property, the Company
might be required to discontinue the use of certain processes, cease the
manufacture, use and sale of infringing products, expend significant resources
to develop non-infringing technology or obtain licenses to the infringed
technology, and may suffer significant monetary damages, which could include
treble damages. In the event the Company attempts to license any allegedly
infringed technology, there can be no assurance that such a license would be
available on reasonable terms or at all. In the event of a successful claim
against the Company and the Company's failure to develop or license a substitute
technology on commercially reasonable terms, the Company's business and results
of operations would be materially and adversely affected. There can be no
assurance that potential infringement claims by other
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parties (or claims for indemnity from customers resulting from any infringement
claims) will not materially and adversely affect the Company's business,
financial condition and results of operations.
The process technology used by the Company's independent foundries, including
process technology that the Company has developed with its foundries, can
generally be used by such foundries to produce their own products or to
manufacture products for other companies, including the Company's competitors.
In addition, the Company does not generally have the right to implement the
process technology used to manufacture its products with foundries other than
the foundry with which it has developed such process technology. See "Factors
That May Affect future Results -- Patents and Proprietary Rights."
EMPLOYEES
As of June 30, 1999, the Company had 188 full-time employees (18 are temporary
employees), including 36 in sales, marketing and customer support, 83 in
manufacturing, assembly and testing, 52 in engineering and quality assurance and
17 in finance and administration, including information systems. The Company has
never had a work stoppage and no employee is represented by a labor
organization. The Company considers its employee relations to be good.
The Company's future success will depend to a large extent on the continued
contributions of its executive officers and other key management and technical
personnel, none of whom has an employment agreement with the Company and each of
whom would be difficult to replace. The Company does not maintain any key person
life insurance policy on any of such persons. The loss of the services of one or
more of the Company's executive officers or key personnel or the inability to
continue to attract qualified personnel could delay product development cycles
or otherwise have a material adverse effect on the Company's business, financial
condition and results of operations. See "Factors That May Affect Future Results
- -- Dependence on Key Personnel."
FACTORS THAT MAY AFFECT FUTURE RESULTS
In addition to other information contained in this Form 10-K, investors should
carefully consider the following factors that may affect future results. This
Form 10-K includes "forward-looking statements" within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act. All statements
other than statements of historical fact are "forward-looking statements" for
purposes of these provisions, including any statements regarding projections of
earnings, revenues or other financial items; plans and objectives of management
for future operations; proposed new products or services; industry,
technological or market trends, Pericom's ability to address the need for
application specific logic products; Pericom's ability to respond rapidly to
customer needs; expanding product sales; the Company's costs and liabilities
related to and ability to mitigate potential Year 2000 issues; future economic
conditions or performance, and any statement of assumptions underlying any of
the foregoing. In some cases, forward-looking statements can be identified by
the use of terminology such as "may," "will," "expects," "plans," "anticipates,"
"estimates," "potential," or "continue," or the negative thereof or other
comparable terminology. Although the Company believes that the expectations
reflected in the forward-looking statements contained herein are reasonable,
there can be no assurance that such expectations or any of the forward-looking
statements will prove to be correct, and actual results could differ materially
from those projected or assumed in the forward-looking statements. The
Company's future financial condition and results of operations, as well as any
forward-looking statements, are subject to risks and uncertainties, including
but not limited to the factors set forth in factors that may affect future
results set forth below and elsewhere in this report. All forward-looking
statements and reasons why results may differ included in this Form 10-K are
made as of the date hereof, and the Company assumes no obligation to update any
such forward-looking statement or reason why actual results may differ.
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LIMITED OPERATING HISTORY; POTENTIAL FLUCTUATIONS IN OPERATING RESULTS
The Company was founded in 1990 and has a limited history of operations, having
shipped its first products in volume in fiscal 1993. There can be no assurance
that any past levels of revenue growth or profitability can be sustained on a
quarterly or annual basis. The Company's expense levels are based in part on
anticipated future revenue levels, which can be difficult to predict. The
Company's business is characterized by short-term orders and shipment schedules.
The Company does not have long-term purchase agreements with any of its
customers, and customers can typically cancel or reschedule their orders without
significant penalty. The Company typically plans its production and inventory
levels based on forecasts, generated with input from customers and sales
representatives, of customer demand which is highly unpredictable and can
fluctuate substantially. If customer demand falls significantly below
anticipated levels, the Company's business, financial condition and results of
operations would be materially and adversely affected. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
The Company has experienced significant fluctuations in its quarterly operating
results in the past three fiscal years and could continue to experience such
fluctuations in the future. The Company's operating results are affected by a
wide variety of factors that could materially and adversely affect net revenues
and results of operations, including a decline in the gross margins of its
products, the growth or reduction in the size of the market for interface ICs,
delay or decline in orders received from distributors, the availability of
manufacturing capacity with the Company's wafer suppliers, changes in product
mix, customer acceptance of the Company's new products, the ability of customers
to make payments to the Company, the timing of new product introductions and
announcements by the Company and its competitors, increased research and
development expenses associated with new product introductions or process
changes, expenses incurred in obtaining and enforcing, and in defending claims
with respect to, intellectual property rights, changes in manufacturing costs
and fluctuations in manufacturing yields, and other factors such as general
conditions in the semiconductor industry. All of the above factors are difficult
for the Company to forecast, and these or other factors can materially and
adversely affect the Company's business, financial condition and results of
operations for one quarter or a series of quarters. The Company's expense levels
are based in part on its expectations regarding future sales and are fixed in
the short term to a large extent. Therefore, the Company may be unable to adjust
spending in a timely manner to compensate for any unexpected shortfall in sales.
Any significant decline in demand relative to the Company's expectations or any
material delay of customer orders could have a material adverse effect on the
Company's business, financial condition and results of operations. There can be
no assurance that the Company will be able to sustain profitability on a
quarterly or annual basis. In addition, it is possible that the Company's
operating results in future quarters may fall below the expectations of public
market analysts and investors, which would likely result in a material drop in
the market price of the Company's Common Stock. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
Historically, selling prices in the semiconductor industry generally, as well as
for the Company's products, have decreased significantly over the life of each
product. The Company expects that selling prices for its existing products will
continue to decline over time and that average selling prices for new products
will decline significantly over the lives of these products. Declines in selling
prices for the Company's products, if not offset by reductions in the costs of
producing these products or by sales of new products with higher gross margins,
would reduce the Company's overall gross margins and could materially and
adversely affect the Company's business, financial condition and results of
operations. There can be no assurance that the Company will be able to reduce
production costs or to develop and market new products with higher gross
margins. See "Technological Change; Dependence on New Products," "Competition,"
" Semiconductor Industry Risks" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
DEPENDENCE ON INDEPENDENT WAFER FOUNDRIES
In fiscal 1996, 1997 and 1998 approximately 90% of the wafers for the Company's
semiconductor products were manufactured by Chartered. The remainder of the
Company's wafers were manufactured by AMS, LG, NJRC and TSMC. In fiscal 1999,
approximately 85% of the Company's wafers were purchased from
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Chartered. The Company's reliance on independent wafer suppliers to fabricate
its wafers at their production facilities subjects the Company to such possible
risks as potential lack of adequate capacity and available manufactured
products, lack of control over delivery schedules and the risk of events
limiting production and reducing yields, such as fires or other damage to
production facilities or technical difficulties. Although, to date, the Company
has not experienced any material delays in obtaining an adequate supply of
wafers, there can be no assurance that the Company will not experience delays in
the future. Any inability or unwillingness of the Company's wafer suppliers
generally, and Chartered in particular, to provide adequate quantities of
finished wafers to meet the Company's needs in a timely manner or in needed
quantities would delay production and product shipments and have a material
adverse effect on the Company's business, financial condition and results of
operations.
At present, the Company purchases wafers from its wafer suppliers through the
issuance of purchase orders based on rolling six-month forecasts provided by the
Company, and such purchase orders are subject to acceptance by each wafer
foundry. The Company does not have long-term purchase agreements with any of its
wafer suppliers, each of which has the right to reduce or terminate allocations
of wafers to the Company. In the event that these suppliers were unable or
unwilling to continue to manufacture the Company's key products in required
volumes, the Company would have to identify and qualify additional foundries. In
any event, the Company's future growth will also be dependent upon its ability
to identify and qualify new wafer foundries. The qualification process can take
up to six months or longer, and there can be no assurance that any additional
wafer foundries will become available to the Company or will be in a position to
satisfy any of the Company's requirements on a timely basis. The Company also
depends upon its wafer suppliers to participate in process improvement efforts,
such as the transition to finer geometries, and any inability or unwillingness
of such suppliers to do so could delay or otherwise materially adversely affect
the Company's development and introduction of new products. Furthermore, sudden
shortages of raw materials or production capacity constraints can lead wafer
suppliers to allocate available capacity to customers other than the Company or
for internal uses, which could interrupt the Company's ability to meet its
product delivery obligations. Any significant interruption in the supply of
wafers to the Company would adversely affect the Company's operating results and
relations with affected customers. The Company's reliance on independent wafer
suppliers may also impact the length of the development cycle for the Company's
products, which may provide time-to-market advantages to competitors that have
in-house fabrication capacity.
Each of Chartered, TSMC, AMS, LG and NJRC is located outside the United States,
which exposes the Company to risks associated with international business
operations, including foreign governmental regulations, currency fluctuations,
reduced protection for intellectual property, changes in political conditions,
disruptions or delays in shipments and changes in economic conditions in the
countries where these foundries are located, each of which could have a material
adverse effect on the Company's business, financial condition and results of
operations. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business -- Manufacturing."
TECHNOLOGICAL CHANGE; DEPENDENCE ON NEW PRODUCTS
The markets for the Company's products are characterized by rapidly changing
technology, frequent new product introductions and declining selling prices over
product life cycles. The Company's future success is highly dependent upon the
timely completion and introduction of new products at competitive
price/performance levels. The success of new products depends on a variety of
factors, including product selection, product performance and functionality,
customer acceptance, competitive pricing, successful and timely completion of
product development, sufficient wafer fabrication capacity and achievement of
acceptable manufacturing yields by the Company's wafer suppliers. There can be
no assurance that the Company will be able to successfully identify new product
opportunities and develop and bring to market such new products or that the
Company will be able to respond effectively to new technological changes or new
product announcements by others. In addition, the Company may experience delays,
difficulty in procuring adequate fabrication capacity for the development and
manufacture of such products or other difficulties in achieving volume
production of these products. The failure of the Company to complete and
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introduce new products in a timely manner at competitive price/performance
levels would materially and adversely affect the Company's business, financial
condition and results of operations.
The Company has relied in the past and continues to rely upon its relationships
with manufacturers of high-performance systems for insights into product
development strategies for emerging system requirements. The Company believes it
will rely on these relationships more in the future as the Company focuses on
the development and production of application specific standard products. The
Company generally incorporates its new products into a customer's product or
system at the design stage. However, these design efforts, which can often
require significant expenditures by the Company, may precede the generation of
volume sales, if any, by a year or more. Moreover, the value of any design win
will depend in large part on the ultimate success of the customer's product and
on the extent to which the system's design accommodates components manufactured
by the Company's competitors. No assurance can be given that the Company will
achieve design wins or that any design win will result in significant future
revenues. To the extent the Company cannot develop or maintain such
relationships, its ability to develop well-accepted new products may be
impaired, which could have a material adverse effect on the Company's business,
financial condition and results of operations. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations," "Business --
Products" and "Business Research and Development."
CUSTOMER CONCENTRATION
A relatively small number of customers and distributors has accounted for a
significant portion of the Company's net revenues in each of the past several
fiscal years and the Company expects this trend to continue for the foreseeable
future. In fiscal 1999, sales to one distributor accounted for approximately 14%
of the Company's net revenues, and sales to the Company's top five customers and
distributors accounted for approximately 36% of net revenues. The Company does
not have long-term purchase agreements with any of its customers. There can be
no assurance that the Company's current customers will continue to place orders
with the Company, that orders by existing customers will continue at the levels
of previous periods or that the Company will be able to obtain orders from new
customers. Loss of one or more of the Company's large customers, or a reduction
in the volume of orders placed by any of such customers, could materially and
adversely affect the Company's business, financial condition and results of
operations. See "-- Limited Operating History; Potential Fluctuations in
Operating Results," "Management's Discussion and Analysis of Financial Condition
and Results of Operations," "Business -- Customers" and "Business -- Sales and
Marketing."
COMPETITION
The semiconductor industry is intensely competitive. Significant competitive
factors in the market for high-performance ICs include product features and
performance, product quality, price, success in developing new products,
adequate wafer fabrication capacity and sources of raw materials, efficiency of
production, timing of new product introductions, ability to protect intellectual
property rights and proprietary information, and general market and economic
conditions. The Company's competitors include Cypress Semiconductor Corporation,
Integrated Circuit Systems, Inc., Integrated Device Technology, Inc., Maxim
Integrated Products, Inc., and Texas Instruments, Inc., most of which have
substantially greater financial, technical, marketing, distribution and other
resources, broader product lines and longer-standing customer relationships than
the Company. The Company also competes with other major or emerging companies
that sell products to certain segments of the markets addressed by the Company.
Competitors with greater financial resources or broader product lines may also
have greater ability than the Company to engage in sustained price reductions in
the Company's primary markets in order to gain or maintain market share.
The Company believes that its future success will depend on its ability to
continue to improve and develop its products and processes. Unlike the Company,
many of the Company's competitors maintain internal manufacturing capacity for
the fabrication and assembly of semiconductor products, which may provide such
competitors with more reliable manufacturing capability, shorter development and
manufacturing cycles and time-to-market advantages. In addition, competitors
with their own wafer fabrication facilities that are capable of producing
products with the same design geometries as those of the Company may be
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able to manufacture and sell competitive products at lower prices. Introduction
of products by competitors that are manufactured with improved process
technology could materially and adversely affect the Company's business and
results of operations. As is typical in the semiconductor industry, competitors
of the Company have developed and marketed products having functionality similar
or identical to the Company's products, and the Company expects this trend to
continue in the future. To the extent the Company's products do not achieve
performance, price, size or other advantages over products offered by
competitors, the Company is likely to experience greater price competition with
respect to such products. The Company also faces competition from the makers of
microprocessors and other system devices, including application specific
integrated circuits ("ASICs") that have been and may be developed for particular
systems. These devices may include interface logic functions, which may
eliminate the need or sharply reduce the demand for the Company's products in
particular applications. There can be no assurance that the Company will be able
to compete successfully in the future or that competitive pressures will not
materially and adversely affect the Company's financial condition and results of
operations. Competitive pressures could also reduce market acceptance of the
Company's products and result in price reductions and increases in expenses that
could materially and adversely affect the Company's business, financial
condition and results of operations. See "-- Dependence on Independent Wafer
Foundries," "-- Dependence on Single or Limited Source Assembly Subcontractors,"
"Business -- Manufacturing" and "Business -- Competition."
VARIATION IN PRODUCTION YIELDS
The manufacture and assembly of semiconductor products is highly complex and
sensitive to a wide variety of factors, including the level of contaminants in
the manufacturing environment, impurities in the materials used and the
performance of manufacturing personnel and production equipment. In a typical
semiconductor manufacturing process, silicon wafers produced by the foundry are
sorted and cut into individual die that are then assembled into individual
packages and tested for performance. The Company's wafer fabrication suppliers
have from time to time experienced lower-than-anticipated yields of good die, as
is typical in the semiconductor industry. In the event of such decreased yields,
the Company would incur additional costs to sort wafers, an increase in average
cost per usable die and an increase in the time to market for its products.
These conditions could reduce the Company's net revenues and gross margin, and
have an adverse effect on the Company's business and results of operations, and
relations with affected customers. No assurance can be given that the Company or
its suppliers will not experience yield problems in the future which could
result in a material adverse effect on the Company's business and results of
operations. See "Business -- Manufacturing."
SEMICONDUCTOR INDUSTRY RISKS
The semiconductor industry has historically been cyclical and periodically
subject to significant economic downturns, characterized by diminished product
demand, accelerated erosion of selling prices, overcapacity and rapidly changing
technology and evolving industry standards. Accordingly, the Company may in the
future experience substantial period-to-period fluctuations in business and
results of operations due to general semiconductor industry conditions, overall
economic conditions or other factors. The Company's business is also subject to
the risks associated with the effects of legislation and regulations relating to
the import or export of semiconductor products. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations," "Business --
Manufacturing," "Business -- Sales and Marketing" and "Business -- Competition."
RELIANCE ON DISTRIBUTORS; PRODUCT RETURNS
Sales through domestic and international distributors represented 36%, 49% and
57% of the Company's net revenues in fiscal 1997, 1998 and 1999, respectively.
The Company's distributors are not subject to minimum purchase requirements, may
reduce or delay orders periodically due to excess inventory and can discontinue
selling the Company's products at any time. The Company recognizes revenue and
related gross profit from sales of products through distributors when shipped.
Domestic distributors are generally permitted a return allowance of 10% of their
net purchases every six months. Although the Company believes that, to date, it
has provided adequate allowances for exchanges, returns, price protection and
other
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concessions and, to date, amounts incurred have not been material, there can be
no assurance that actual amounts incurred will not exceed the Company's
allowances, particularly in connection with the introduction of new products,
enhancements to existing products or price reductions. The Company's
distributors typically offer competing products. The loss of one or more
distributors, or the decision by one of the distributors to reduce the number of
the Company's products offered by such distributor or to carry the product lines
of the Company's competitors, could have a material adverse effect on the
Company's business, financial condition and results of operations. See
"Business -- Sales and Marketing."
MANAGEMENT OF GROWTH
The Company has recently experienced and may continue to experience growth in
the number of its employees and the scope of its operations, resulting in
increased responsibilities for management personnel. To manage recent and
potential future growth effectively, the Company will need to continue to
implement and improve its operational, financial and management information
systems and to hire, train, motivate and manage a growing number of employees.
The future success of the Company also will depend on its ability to attract and
retain qualified technical, marketing and management personnel, particularly
highly skilled design, process and test engineers, for whom competition is
intense. In particular, the current availability of qualified engineers is
limited, and competition among companies for skilled and experienced engineering
personnel is very strong. During strong business cycles, the Company expects to
experience continued difficulty in filling its needs for qualified engineers and
other personnel. The Company has been and is now in the later stages of
implementing a new management information system. There can be no assurance that
the Company will not encounter difficulties as it continues to integrate this
new system into its operations. There can be no assurance that the Company will
be able to achieve or manage effectively any such growth, and failure to do so
could delay product development cycles or otherwise have a material adverse
effect on the Company's business, financial condition and results of operations.
DEPENDENCE ON KEY PERSONNEL
The Company's future success will depend to a large extent on the continued
contributions of its executive officers and other key management and technical
personnel, none of whom has an employment agreement with the Company and each of
whom would be difficult to replace. The Company does not maintain any key person
life insurance policy on any such persons. The loss of the services of one or
more of the Company's executive officers or key personnel or the inability to
continue to attract qualified personnel could delay product development cycles
or otherwise have a material adverse effect on the Company's business, financial
condition and results of operations. See "Business -- Employees" and
"Management."
PATENTS AND PROPRIETARY RIGHTS
The Company's success depends in part on its ability to obtain patents and
licenses and preserve other intellectual property rights covering its products
and development and testing tools. In the United States, the Company holds
fifteen patents covering certain aspects of its product designs and has ten
additional patent applications pending. Copyrights, mask work protection, trade
secrets and confidential technological know-how are also key elements of the
Company's business. There can be no assurance that any additional patents will
be issued to the Company or that the Company's patents or other intellectual
property will provide meaningful protection from competition. The Company may be
subject to or may initiate interference proceedings in the U.S. Patent and
Trademark Office, which can consume significant financial and management
resources. In addition to the foregoing, the laws of certain territories in
which the Company's products are or may be developed, manufactured or sold may
not protect the Company's products and intellectual property rights to the same
extent as the laws of the United States. The inability of the Company to protect
its intellectual property adequately could have a material adverse effect on its
business, financial condition and results of operations.
The process technology used by the Company's independent foundries, including
process technology that the Company has developed with its foundries, can
generally be used by such foundries to produce their own products or to
manufacture products for other companies, including the Company's competitors.
In
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addition, the Company does not generally have the right to implement the process
technology used to manufacture its products with foundries other than the
foundry with which it has developed such process technology. See "Business --
Intellectual Property."
RISKS RELATED TO INTERNATIONAL SALES
Sales outside of the United States accounted for approximately 37%, 45% and 48%
of the Company's net revenues in fiscal 1997, 1998 and 1999, respectively. The
Company expects that export sales will continue to represent a significant
portion of net revenues. The Company intends to expand its operations outside of
the United States, which will require significant management attention and
financial resources and further subject the Company to international operating
risks. These risks include unexpected changes in regulatory requirements, delays
resulting from difficulty in obtaining export licenses for certain technology,
tariffs and other barriers and restrictions, and the burdens of complying with a
variety of foreign laws. The Company is also subject to general geopolitical
risks in connection with its international operations, such as political and
economic instability and changes in diplomatic and trade relationships. In
addition, because the Company's international sales are denominated in U.S.
dollars, increases in the value of the U.S. dollar could increase the price in
local currencies of the Company's products in foreign markets and make the
Company's products relatively more expensive than competitors' products that are
denominated in local currencies, and there can be no assurance that the Company
will not be materially and adversely affected by fluctuating exchange rates.
There can be no assurance that regulatory, geopolitical and other factors will
not materially and adversely affect the Company's business, financial condition
and results of operations in the future or require the Company to modify its
current business practices. See "Business -- Customers" and "Business -- Sales
and Marketing."
DEPENDENCE ON SINGLE OR LIMITED SOURCE ASSEMBLY SUBCONTRACTORS
The Company primarily relies on foreign subcontractors for the assembly and
packaging of its products and, to a lesser extent, for the testing of its
finished products. Some of these subcontractors are the Company's single source
supplier for certain new packages. Although the Company believes that it is not
materially dependent upon any such subcontractor, changes in the Company's or a
subcontractor's business could cause the Company to become materially dependent
on a subcontractor. The Company has from time to time experienced difficulties
in the timeliness and quality of product deliveries from the Company's
subcontractors. Although delays experienced to date have not been material,
there can be no assurance that the Company will not experience similar or more
severe difficulties in the future. The Company generally purchases these single
or limited source components or services pursuant to purchase orders and has no
guaranteed arrangements with such subcontractors. There can be no assurance that
these subcontractors will continue to be able and willing to meet the Company's
requirements for any such components or services. Any significant disruption in
supplies from, or degradation in the quality of components or services supplied
by, these subcontractors, or any other circumstance that would require the
Company to qualify alternative sources of supply could delay shipments and
result in the loss of customers, or limitations or reductions in the Company's
revenues, or otherwise materially and adversely affect the Company's business,
financial condition and results of operations. Each of the Company's assembly
subcontractors is located outside the United States, which exposes the Company
to risks associated with international business operations, including foreign
governmental regulations, currency fluctuations, reduced protection for
intellectual property, changes in political conditions, disruptions or delays in
shipments and changes in economic conditions in the countries where these
subcontractors are located, any of which could have a material adverse effect on
the Company's business, financial condition and results of operations. In
particular, there is a potential risk of conflict and further instability in the
relationship between Taiwan and the People's Replublic of China, which could
cause a disruption in the operations of several of the Company's assembly
subcontractors located in Taiwan. See "Business -- Manufacturing."
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ITEM 2. PROPERTIES
The Company leases approximately 47,500 square feet of space in San Jose,
California in which its headquarters, technology and product development and
testing facilities are located. The facility is leased through July 2004, with
certain renewal options. The Company also has sales offices located in San Jose,
California, Dallas, Texas, Marlborough, Massachusetts and Cary, North Carolina
as well as in Taiwan, Japan and the United Kingdom. The Company believes its
current facilities are adequate to support its needs through the end of fiscal
2000.
ITEM 3. LEGAL PROCEEDINGS
The semiconductor industry is characterized by frequent litigation regarding
patent and other intellectual property rights, and there can be no assurance
that the Company will not be subject to infringement claims by other parties. In
May 1995, Quality Semiconductor, Inc. ("QSI"), a competitor of the Company,
brought a lawsuit against the Company, claiming infringement of one of its
patents by certain features in certain of the Company's bus switch products and
seeking injunctive relief and unspecified monetary damages. The Company settled
this claim in fiscal 1999 without material adverse effect on the Company's
financial position or results of operations. However, any litigation, whether or
not determined in favor of the Company, can result in significant expense to the
Company and can divert the efforts of the Company's technical and management
personnel from productive tasks. In the event of an adverse ruling in any
litigation involving intellectual property, the Company might be required to
discontinue the use of certain processes, cease the manufacture, use and sale of
infringing products, expend significant resources to develop non-infringing
technology or obtain licenses to the infringed technology, and may suffer
significant monetary damages, which could include treble damages. In the event
the Company attempts to license any allegedly infringed technology, there can be
no assurance that such a license would be available on reasonable terms or at
all. In the event of a successful claim against the Company and the Company's
failure to develop or license a substitute technology on commercially reasonable
terms, the Company's business and results of operations would be materially and
adversely affected. There can be no assurance that any potential infringement
claims by other parties (or claims for indemnity from customers resulting from
any infringement claims) will not materially and adversely affect the Company's
business, financial condition and results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated by reference to page 23 of
the Company's 1999 Annual Report to Shareholders.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is incorporated by reference to page 2 of
the Company's 1999 Annual Report to Shareholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required by this item is incorporated by reference to pages 3 to
7 of the Company's 1999 Annual Report to Shareholders.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is incorporated by reference to the
information appearing under the caption "Market Risk Disclosure" under the
heading "Management's Discussion and Analysis of Financial Condition and Results
of Operations" appearing on page 6 of the Company's 1999 Annual Report to
Shareholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements required by this item are incorporated by reference to
pages 8 to 22 of the Company's 1999 Annual Report to Shareholders. The
unaudited quarterly results of operations are incorporated by reference to page
23 of the Company's 1999 Annual Report to Shareholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable.
18
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers and directors of the Company and their respective ages as
of June 30, 1999 are as follows:
<TABLE>
<CAPTION>
Name Age Position(s)
---- --- -----------
<S> <C> <C>
Alex Chi-Ming Hui 42 Chief Executive Officer, President and Chairman of
the Board of Directors
Chi-Hung (John) Hui, Ph.D.(1) 44 Vice President, Technology and Director
Patrick B. Brennan 61 Vice President, Finance and Administration
Tat C. Choi, Ph.D. 44 Vice President, Design Engineering
Mark Downing 39 Vice President, Marketing
Daniel W. Wark 43 Vice President, Operations
John K. Stahl 52 Vice President, Sales
Hau L. Lee, Ph.D. (1) 46 Director
Millard (Mel) Phelps (1) 71 Director
Tay Thiam Song (2) 44 Director
Jeffery Young (2) 50 Director
</TABLE>
____________
(1) Member of Audit Committee.
(2) Member of Compensation Committee.
Alex Chi-Ming Hui has been Chief Executive Officer, President and a member of
the Board of Directors of the Company since its inception in June 1990, and was
elected Chairman of the Board of Directors of the Company in July 1999. From
August 1982 to May 1990, Mr. Hui was employed by LSI Logic Corporation, most
recently as its Director of Advanced Development. From August 1980 to July 1982,
Mr. Hui was a member of the technical staff of Hewlett-Packard Company. Mr. Hui
holds a B.S.E.E. from the Massachusetts Institute of Technology and an M.S.E.E.
from the University of California at Los Angeles.
Chi-Hung (John) Hui, Ph.D., has been Vice President, Technology and a member of
the Board of Directors of the Company since its inception in June 1990. From
August 1987 to June 1990, Dr. Hui was employed by Integrated Device Technology,
most recently as Manager of its Research and Development Department. From August
1984 to August 1987, Dr. Hui was a member of the technical staff of Hewlett-
Packard Company. Dr. Hui holds a B.S.E.E. from Cornell University and an
M.S.E.E. and a Ph.D. in Electrical Engineering from the University of California
at Berkeley.
Patrick B. Brennan has been Vice President, Finance and Administration of the
Company since March 1993. From February 1991 to March 1993, Mr. Brennan was
employed by Datacord, Inc., a subsidiary of Newell Research, Inc., as its Vice
President, Finance, and from July 1985 to February 1991, he was employed as the
Vice President, Finance of SEEQ Technology, Inc. From January 1980 to June 1985,
he was employed by National Semiconductor Corporation, most recently as Vice
President and Treasurer. Mr. Brennan holds a B.S. in Business Administration
from Arizona State University.
Tat C. Choi, Ph.D., joined the Company in April 1998 as Vice President, Design
Engineering. From September 1996 to March 1998, Dr. Choi was employed by
Anacor, Inc., an engineering design service consulting firm that he founded.
Prior to working at Anacor, Inc. Dr. Choi was employed by Chrontel, Inc. most
recently as its Vice President, Engineering from September 1989 to August 1996.
Dr. Choi was employed by Advanced Micro Devices from February 1983 to August
1989 as a Senior Member of
19
<PAGE>
Technical Staff. Dr. Choi holds a B.S. and M.S. in Electrical Engineering from
the University of Minnesota and a Ph.D. in EECS from the University of
California at Berkeley.
Mark Downing has been the Vice President, Marketing of the Company since October
1997. From March 1988 to October 1997, Mr. Downing was employed by National
Semiconductor Corporation most recently as the Marketing Director for Power
Management Products. Mr. Downing also held other senior marketing management
positions at National Semiconductor Corporation in the Amplifier Products,
Automotive Products and Analog Products divisions. Prior to National
Semiconductor Corporation Mr. Downing was employed by Ferranti Electronics Ltd.
from September 1983 to February 1988 most recently as a Senior Product Marketing
Engineer. Mr. Downing holds a B.S. in Physics from Aston University of
Birmingham, England and an MBA from Open University of Milton Keynes, England.
Daniel W. Wark joined the Company in April 1996 as its Director of Operations
and became its Vice President, Operations in July 1997. From May 1983 to
December 1995, Mr. Wark was employed by Linear Technology Corporation
("Linear"), most recently as Director of Corporate Services. Other positions
that Mr. Wark held at Linear included Managing Director of its Singapore
Operations and Production Control Manager. Prior to his employment with Linear,
Mr. Wark was employed by National Semiconductor Corporation and Avantek, Inc.
Mr. Wark holds a B.S. in Business Administration from San Jose State University
and an APICS certification.
John K. Stahl has been the Vice President, Sales of the Company since May 1999.
From March 1998 to February 1999, Mr. Stahl was employed by Micro Linear
Corporation as Vice President of Worldwide Sales, and from January 1990 to
December 1997 he was employed by Raytheon Semiconductor, most recently as Vice
President of Worldwide Sales. Prior to Raytheon Mr. Stahl held various sales
positions with Signetics, NEC Electronics, Applied Microcircuits Corporation,
Gain Electronics, and Texas Instruments. Mr. Stahl holds a B.S. in Math from the
University of Kentucky and an MBA from Florida Atlantic University.
Hau L. Lee, Ph.D, has been a member of the Board of Directors since July 1999.
From February 1997 through the present Dr. Lee has been Kleiner Perkins,
Mayfield, Sequoia Capital Professor in the Department of Industrial Engineering
and Engineering Management and from September 1998 through the present has been
Professor of Operations, Information and Technology Management at the Graduate
School of Business at Stanford University. From September 1992 through the
present he has been Professor of Industrial Engineering and Engineering
Management at Stanford University. He is the founding and current director of
the Stanford Global Supply Chain Management Forum, and has consulted extensively
for companies such as Hewlett Packard, Sun Microsystems, IBM, Xilinx
Corporation, Motorola, and Andersen Consulting. Dr. Lee is a graduate of the
University of Hong Kong and earned his M.S. in Operational Research from the
London School of Economics and his M.S. and Ph.D. degrees in Operations Research
from the Wharton School at the University of Pennsylvania.
Millard (Mel) Phelps has been a member of the Board of Directors since July
1999. Mr. Phelps is a retired advisory director of Hambrecht and Quist (H&Q), a
position he held from September 1994 to July 1997. Prior to joining H&Q in 1984
as a Principal in the firm and Senior Semiconductor Analyst, Mr. Phelps spent
23-years in the semiconductor industry in various management and corporate
officer positions. Mr. Phelps is currently serving as a Director of Trident
Microsystems and is also a director of four privately held companies. Mr. Phelps
holds a BSEE degree with honors from Case Reserve University.
Tay Thiam Song has been a member of the Board of Directors since June 1992. Mr.
Tay resides in Singapore, and, since 1985, has been serving as the Executive
Director of various companies in Singapore and Malaysia, including Daiman Group
(a Malaysian public company) and Chye Seng Tannery (Pte) Ltd. Mr. Tay holds a
B.A. in Accounting from the North East London Polytechnic University.
Jeffrey Young has been a member of the Board of Directors since August 1995.
Since 1988, Mr. Young has been a resident of Singapore and from 1990 to the
present has served as the Executive Director of Daiman Roof Tiles Sdn. Bhd., a
subsidiary of the Daiman Group, and from 1989 to the present as a Director of
20
<PAGE>
Great Wall Brick Work Sdn. Bhd., and from 1993 to the present as a Director of
Daiman Singapore (Pte) Ltd., and has been a Director of Daiman Investments
(Australia) Pty. Ltd. from 1993 to the present. Mr. Young holds a B.S. from the
Electronic College of Canton, People's Republic of China.
All directors of the Company serve until the next annual meeting of the
shareholders of the Company and until their successors have been duly elected
and qualified. Each officer serves at the discretion of the Board of Directors.
Mr. Hui and Dr. Hui are brothers, and Mr. Young and Mr. Tay are brothers-in-law.
There are no other family relationships among any of the directors, officers or
key employees of the Company.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to the
section captioned "Executive Compensation" contained in the Company's Definitive
Proxy Statement related to the Annual Meeting of Shareholders to be held
December 14, 1999, to be filed by the Company with the Securities and Exchange
Commission (the "Proxy Statement").
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated by reference to the
section captioned "Security Ownership of Certain Beneficial Owners and
Management" contained in the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated by reference to the
section captioned "Certain Transactions" contained in the Proxy Statement.
21
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements
The following financial statements of Pericom Semiconductor
Corporation are incorporated by reference to pages 8 to 22 of the
Company's 1999 Annual Report to Shareholders:
Independent Auditors' Report
Balance Sheets - June 30, 1999 and 1998
Statements of Income - Years Ended June 30, 1999, 1998 and 1997
Statements of Shareholders' Equity and Comprehensive Income - Years
Ended June 30, 1999, 1998 and 1997
Statements of Cash Flows - Years Ended June 30, 1999, 1998 and 1997
Notes to Financial Statements
(2) Financial Statement Schedules
The following financial statement schedule of the Registrant is filed
as part of this report.
Schedule II Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes
thereto.
(3) Exhibits
<TABLE>
<C> <S>
3.2 Restated Articles of Incorporation of the Registrant (1)
3.3 Amended and Restated Bylaws of the Registrant
10.1 Registrant's 1990 Stock Option Plan, including Forms of Agreements thereunder (1)
10.2 Registrant's 1995 Stock Option Plan, including Forms of Agreements thereunder (1)
10.3 Registrant's 1997 Employee Stock Purchase Plan, including Forms of Agreements
thereunder (1)
10.4 Lease, dated November 29, 1993, by and between Orchard Investment Company Number
510 as Landlord and Registrant as Tenant, as amended (1)
10.5 Third Amendment to Lease, dated April 23, 1999, by and between CarrAmerica Realty
Corporation as Landlord and Registrant as Tenant
10.10 Second Amended Investors Rights Agreement, dated July 21, 1993, by and among the
Registrant and the holders of Series A, Series B, and Series C Preferred Stock (1)
10.11 Form of Indemnification Agreement (1)
10.12 Pericom Technology Agreement, dated March 17, 1995 by and between the Registrant
and Pericom Technology, Inc. (1)
13.1 1999 Annual Report to Shareholders
23.1 Consent of Independent Auditors
27.1 Financial Data Schedule for the Year Ended June 30, 1999
</TABLE>
(1) Incorporated herein by reference to the Company's
Registration Statement on Form S-1 ("Registration
Statement"), File No. 333-35327, in which the exhibit
bears the same number.
22
<PAGE>
(b) Reports on Form 8-K:
The Company filed no reports on Form 8-K during the fourth quarter
ended June 30, 1999.
(c) Exhibits:
See list of exhibits under (a)(3) above.
(d) Financial Statement Schedules:
See list of schedules under (a)(2) above.
23
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
PERICOM SEMICONDUCTOR CORPORATION
By: /s/ ALEX C. HUI
--------------------------------------------------
Alex C. Hui
Chief Executive Office, President and Chairman
of the Board of Directors
Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- -----
<S> <C> <C>
/s/ ALEX C. HUI Chief Executive Officer, President and October 1, 1999
- --------------------------------- Chairman of the Board of Directors
Alex C. Hui (Principal Executive Officer)
/s/ PATRICK B. BRENNAN Vice President, Finance & Administration October 1, 1999
- --------------------------------- (Principal Financial Officer and Accounting
Patrick B. Brennan Officer)
/s/ JOHN CHI-HUNG HUI Vice President, Technology and Director October 1, 1999
- ---------------------------------
John Chi-Hung Hui
/s/ JEFFREY YOUNG Director October 1, 1999
- ---------------------------------
Jeffrey Young
/s/ TAY THIAM SONG Director October 1, 1999
- ---------------------------------
Tay Thiam Song
/s/ MILLARD PHELPS Director October 1, 1999
- ---------------------------------
Millard Phelps
/s/ HAU L LEE. Director October 1, 1999
- ---------------------------------
Hau L. Lee
</TABLE>
24
<PAGE>
INDEPENDENT AUDITORS' REPORT ON SCHEDULE
We have audited the financial statements of Pericom Semiconductor Corporation as
of June 30, 1999 and 1998 and for each of the three years in the period ended
June 30, 1999 and have issued our report thereon dated July 23, 1999; such
financial statements and report are incorporated by reference in this 1999
Annual Report on Form 10-K. Our audits also included the financial statement
schedule of Pericom Semiconductor Corporation, listed in Item 14(a)(2). Such
financial statement schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion based on our audits. In our
opinion, such financial statement schedule, when considered in relation to the
basic financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.
DELOITTE & TOUCHE LLP
San Jose, California
July 23, 1999
25
<PAGE>
Schedule II
PERICOM SEMICONDUCTOR CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
(In Thousands)
<TABLE>
<CAPTION>
Balance at Charged to Balance at
Beginning Costs and End of
Of Period Expenses Deductions Period
----------- ----------- ------------ ---------
<S> <C> <C> <C> <C>
Accounts receivable allowances
June 30,
1999 $1,559 $1,011 --- $2,570
1998 1,198 401 40 1,559
1997 1,605 19 426 1,198
</TABLE>
26
<PAGE>
EXHIBIT 3.3
AMENDED AND RESTATED BYLAWS
OF
PERICOM SEMICONDUCTOR CORPORATION
a California corporation
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I. Offices.............................................. 1
Section 1.1 Principal Executive Office........................ 1
Section 1.2 Other Offices..................................... 1
ARTICLE II. Meetings of Shareholders............................ 1
Section 2.1 Place of Meetings................................. 1
Section 2.2 Annual Meeting.................................... 1
Section 2.3 Notice of Annual Meeting.......................... 1
Section 2.4 Special Meetings.................................. 3
Section 2.5 Notice of Special Meetings........................ 3
Section 2.6 Quorum............................................ 4
Section 2.7 Adjourned Meeting and Notice...................... 4
Section 2.8 Record Date....................................... 4
Section 2.9 Voting............................................ 5
Section 2.10 Proxies........................................... 6
Section 2.11 Validation of Defectively Called or Noticed
Meetings.......................................... 7
Section 2.12 Action Without Meeting............................ 7
Section 2.13 Inspectors of Election............................ 8
ARTICLE III. Board of Directors................................. 8
Section 3.1 Powers; Approval of Loans to Officers............. 8
Section 3.2 Number and Qualification of Directors............. 9
Section 3.3 Election and Term of Office....................... 9
Section 3.4 Vacancies......................................... 10
Section 3.5 Time and Place of Meetings........................ 10
Section 3.6 Notice of Special Meetings........................ 11
Section 3.7 Action at a Meeting: Quorum and Required Vote..... 11
Section 3.8 Action Without a Meeting.......................... 12
Section 3.9 Adjourned Meeting and Notice...................... 12
Section 3.10 Fees and Compensation............................. 12
Section 3.11 Appointment of Executive and Other Committees..... 12
ARTICLE IV. OFFICERS............................................ 13
Section 4.1 Officers.......................................... 13
Section 4.2 The Chairman of the Board......................... 14
Section 4.3 The President..................................... 14
Section 4.4 Vice-Presidents................................... 14
Section 4.5 The Secretary..................................... 14
Section 4.6 The Chief Financial Officer....................... 15
Section 4.7 The Controller.................................... 15
ARTICLE V. Execution of Corporate Instruments, Ratification,
and Voting of Stocks owned by the
Corporation.......................................... 16
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Section 5.1 Execution of Corporate Instruments................ 16
Section 5.2 Ratification by Shareholders...................... 16
Section 5.3 Voting of Stocks Owned by the Corporation......... 16
ARTICLE VI. Annual and Other Reports............................. 16
Section 6.1 Reports to Shareholders........................... 17
Section 6.2 Report of Shareholder Vote........................ 17
Section 6.3 Reports to the Secretary of State................. 18
ARTICLE VII. Shares of Stock..................................... 18
ARTICLE VIII. Inspection of Corporate Records.................... 19
Section 8.1 General Records................................... 19
Section 8.2 Inspection of Bylaws.............................. 19
ARTICLE IX. Indemnification of Officers, Directors, Employees
and Agents........................................... 20
Section 9.1 Right to Indemnification.......................... 20
Section 9.2 Authority to Advance Expenses..................... 20
Section 9.3 Right of Claimant to Bring Suit................... 21
Section 9.4 Provisions Nonexclusive........................... 21
Section 9.5 Authority to Insure............................... 21
Section 9.6 Survival of Rights................................ 22
Section 9.7 Settlement of Claims.............................. 22
Section 9.8 Effect of Amendment............................... 22
Section 9.9 Subrogation....................................... 22
Section 9.10 No Duplication of Payments........................ 22
ARTICLE X. Amendments............................................ 22
Section 10.1 Power of Shareholders............................. 22
Section 10.2 Power of Directors................................ 22
ARTICLE XI. Definitions.......................................... 23
ARTICLE XII. Corporate Seal...................................... 23
</TABLE>
<PAGE>
EXHIBIT 3.3
AMENDED AND RESTATED BYLAWS
OF
PERICOM SEMICONDUCTOR CORPORATION
a California corporation
ARTICLE I.
OFFICES
Section 1.1 Principal Executive Office.
---------------------------
The principal executive office of the corporation shall be located at such
place as the Board of Directors may from time to time authorize. If the
principal executive office is located outside this state, and the corporation
has one or more business offices in this state, the Board of Directors shall fix
and designate a principal executive office in the State of California.
Section 1.2 Other Offices.
--------------
Other business offices may at any time be established at any place or
places specified by the Board of Directors.
ARTICLE II.
MEETINGS OF SHAREHOLDERS
Section 2.1 Place of Meetings.
------------------
All meetings of shareholders shall be held at the principal executive
office of the corporation, or at any other place, within or without the State of
California, specified by the Board of Directors.
Section 2.2 Annual Meeting.
---------------
The annual meeting of the shareholders, after the year 1990, shall be held
at the time and date in each year fixed by the Board of Directors. At the
annual meeting directors shall be elected, reports of the affairs of the
corporation shall be considered, and any other business may be transacted that
is within the power of the shareholders.
Section 2.3 Notice of Annual Meeting.
-------------------------
Written notice of each annual meeting shall be given to each shareholder
entitled to vote, either personally or by first-class mail, or, if the
corporation has outstanding shares held of record by 500 or more persons
(determined in accordance with Section 605 of the General Corporation Law) on
the record date for the meeting, by third-class mail, or by other means of
1
<PAGE>
written communication, charges prepaid, addressed to such shareholder at the
shareholder's address appearing on the books of the corporation or given by such
shareholder to the corporation for the purpose of notice. If any notice or
report addressed to the shareholder at the address of such shareholder appearing
on the books of the corporation is returned to the corporation by the United
States Postal Service marked to indicate that the United States Postal Service
is unable to deliver the notice or report to the shareholder at such address,
all future notices or reports shall be deemed to have been duly given without
further mailing if the same shall be available for the shareholder upon written
demand of the shareholder at the principal executive office of the corporation
for a period of one year from the date of the giving of the notice or report to
all other shareholders. If a shareholder gives no address, notice shall be
deemed to have been given to such shareholder if addressed to the shareholder at
the place where the principal executive office of the corporation is situated,
or if published at least once in some newspaper of general circulation in the
county in which said principal executive office is located.
All such notices shall be given to each shareholder entitled thereto not
less than ten (10) days (or, if sent by third-class mail, thirty (30) days) nor
more than sixty (60) days before each annual meeting. Any such notice shall be
deemed to have been given at the time when delivered personally or deposited in
the mail or sent by other means of written communication. An affidavit of
mailing of any such notice in accordance with the foregoing provisions, executed
by the Secretary, Assistant Secretary or any transfer agent of the corporation
shall be prima facie evidence of the giving of the notice.
------------
Such notice shall specify:
(a) the place, the date, and the hour of such meeting;
(b) those matters that the Board of Directors, at the time of the
mailing of the notice, intends to present for action by the shareholders.
Subject to the provisions of subsection (d) below, any matter properly
brought before an annual meeting may be presented at the meeting for such
action);
To be properly brought before an annual meeting, business must be
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, otherwise properly brought before the
meeting by or at the direction of the Board of Directors or otherwise properly
brought before the meeting by a shareholder. In addition to any other
applicable requirements, for business to be properly brought before an annual
meeting by a shareholder, the shareholder must have given timely notice thereof
in writing to the Secretary of the corporation. To be timely, a shareholder's
notice must be delivered to or mailed and received at the principal executive
offices of the corporation, not less than 45 days nor more than 75 days prior to
the date on which the corporation first mailed its proxy materials for the
previous year's annual meeting of shareholders (or the date on which the
corporation mails its proxy materials for the current year if during the prior
year the corporation did not hold an annual meeting or if the date of the annual
meeting was changed more than 30 days from the prior year). A shareholder's
notice to the Secretary shall set forth as to each matter the shareholder
proposes to bring before the annual meeting (i) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and record address
of the shareholder proposing such business, (iii) the class and
2
<PAGE>
number of shares of the corporation which are beneficially owned by the
shareholder, and (iv) any material interest of the shareholder in such business.
Notwithstanding anything in the Bylaws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 2.3, provided, however, that nothing in
this Section 2.3 shall be deemed to preclude discussion by any shareholder of
any business properly brought before the annual meeting in accordance with said
procedure.
The chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 2.3, and if
he should so determine he shall so declare to the meeting, and any such business
not properly brought before the meeting shall not be transacted.
Nothing in this Section 2.3 shall affect the right of a shareholder to
request inclusion of a proposal in the corporation's proxy statement to the
extent that such right is provided by an applicable rule of the Securities and
Exchange Commission.
(c) if directors are to be elected, the names of nominees intended
at the time of the notice to be presented by the Board of Directors for
election;
(d) the general nature of a proposal, if any, to take action with
respect to approval of (i) a contract or other transaction with an
interested director, (ii) amendment of the Articles of Incorporation, (iii)
a reorganization of the corporation as defined in Section 181 of the
General Corporation Law, (iv) voluntary dissolution of the corporation, or
(v) a distribution in dissolution other than in accordance with the rights
of outstanding preferred shares, if any; and
(e) such other matters, if any, as may be expressly required by
statute.
Section 2.4 Special Meetings.
-----------------
Special meetings of the shareholders for any purpose or purposes whatsoever
may be called at any time by the Chairman of the Board (if there be such an
officer appointed), by the President, by the Board of Directors, or by one or
more shareholders entitled to cast not less than ten percent (10%) of the votes
at the meeting.
Section 2.5 Notice of Special Meetings.
---------------------------
Upon request in writing that a special meeting of shareholders be called
for any proper purpose, directed to the Chairman of the Board (if there be such
an officer appointed), President, Vice President or Secretary by any person
(other than the Board of Directors) entitled to call a special meeting of
shareholders, the officer forthwith shall cause notice to be given to the
shareholders entitled to vote that a meeting will be held at a time requested by
the person or persons calling the meeting, not less than thirty-five (35) nor
more than sixty (60) days after the receipt of the request. Except in special
cases where other express provision is made by statute, notice of any special
meeting of shareholders shall be given in the same manner as for annual meetings
of shareholders. In addition to the matters required by Section 2.3(a) and, if
applicable,
3
<PAGE>
Section 2.3(c) of these Bylaws, notice of any special meeting shall
specify the general nature of the business to be transacted, and no other
business may be transacted at such meeting.
Section 2.6 Quorum.
-------
The presence in person or by proxy of persons entitled to vote a majority
of the voting shares at any meeting shall constitute a quorum for the
transaction of business. If a quorum is present, the affirmative vote of a
majority of the shares represented and voting at the meeting (which shares
voting affirmatively also constitute at least a majority of the required quorum)
shall be the act of the shareholders, unless the vote of a greater number or
voting by classes is required by the General Corporation Law or the Articles of
Incorporation. Any meeting of shareholders, whether or not a quorum is present,
may be adjourned from time to time by the vote of the holders of a majority of
the shares present in person or represented by proxy thereat and entitled to
vote, but in the absence of a quorum no other business may be transacted at such
meeting, except that the shareholders present or represented by proxy at a duly
called or held meeting, at which a quorum is present, may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.
Section 2.7 Adjourned Meeting and Notice.
-----------------------------
When any shareholders' meeting, either annual or special, is adjourned for
more than forty-five (45) days, or if after adjournment a new record date is
fixed for the adjourned meeting, notice of the adjourned meeting shall be given
as in the case of an original meeting. Except as provided above, it shall not
be necessary to give any notice of the time and place of the adjourned meeting
or of the business to be transacted thereat, other than by announcement of the
time and place thereof at the meeting at which such adjournment is taken.
Section 2.8 Record Date.
------------
(a) The Board of Directors may fix a time in the future as a record
date for the determination of the shareholders entitled to notice of and to vote
at any meeting of shareholders or entitled to give consent to corporate action
in writing without a meeting, to receive any report, to receive any dividend or
other distribution, or allotment of any rights, or to exercise rights in respect
of any other lawful action. The record date so fixed shall be not more than
sixty (60) days nor less than ten (10) days prior to the date of such meeting,
nor more than sixty (60) days prior to any other action. A determination of
shareholders of record entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the meeting unless the Board of
Directors fixes a new record date for the adjourned meeting, but the Board of
Directors shall fix a new record date if the meeting is adjourned for more than
forty-five (45) days from the date set for the original meeting. When a record
date is so fixed, only shareholders of record at the close of business on that
date are entitled to notice of and to vote at any such meeting, to give consent
without a meeting, to receive any report, to receive the dividend, distribution,
or allotment of rights, or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
the record date, except as otherwise provided in the Articles of Incorporation
or these Bylaws.
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(b) If no record date is fixed:
(1) The record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the close of
business on the business day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the business day preceding the
day on which the meeting is held.
(2) The record date for determining shareholders entitled to
give consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors has been taken, shall be the day on which the
first written consent is given.
(3) The record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto, or the sixtieth (60th) day
prior to the date of such other action, whichever is later.
Section 2.9 Voting.
-------
(a) Except as provided below with respect to cumulative voting and
except as may be otherwise provided in the Articles of Incorporation, each
outstanding share, regardless of class, shall be entitled to one vote on
each matter submitted to a vote of shareholders. Any holders of shares
entitled to vote on any matter may vote part of the shares in favor of the
proposal and refrain from voting the remaining shares or vote them against
the proposal, other than elections to office, but, if the shareholder fails
to specify the number of shares such shareholder is voting affirmatively,
it will be conclusively presumed that the shareholder's approving vote is
with respect to all shares such shareholder is entitled to vote.
(b) Subject to the provisions of Sections 702 through 704 of the
General Corporation Law (relating to voting of shares held by a fiduciary,
receiver, pledgee, or minor, in the name of a corporation, or in joint
ownership), persons in whose names shares entitled to vote stand on the
stock records of the corporation at the close of business on the record
date shall be entitled to vote at the meeting of shareholders. Such vote
may be viva voce or by ballot; provided, however, that all elections for
directors must be by ballot upon demand made by a shareholder at any
election and before the voting begins. shares of this corporation owned by
a corporation more than twenty-five percent (25%) of the voting power of
which is owned directly by this corporation, or indirectly through one or
more majority-owned subsidiaries of this corporation, shall not be entitled
to vote on any matter.
(c) Subject to the requirements of the next sentence, every
shareholder entitled to vote at any election for directors shall have the
right to cumulate such shareholder's votes and give one candidate a number
of votes equal to the number of directors to be elected multiplied by the
number of votes to which such shareholder's shares are normally entitled,
or to distribute votes on the same principle among as many candidates as
such shareholder thinks fit. No shareholder shall be entitled to cumulate
votes unless such candidate's name or candidates' names have been placed in
nomination prior to the voting and the shareholder has given notice at the
meeting, prior to the voting, of the shareholder's intention to cumulate
such shareholder's votes. If any one shareholder has given such notice, all
shareholders may cumulate their votes
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for candidates in nomination. The candidates receiving the highest number
of affirmative votes of shares entitled to be voted for them, up to the
number of directors to be elected by such shares, shall be elected. Votes
against a director and votes withheld shall have no legal effect.
(d) Notwithstanding any term of this Section 2.9, during any period
in which the corporation is a listed corporation, as "listed corporation" is
defined in California Corporations Code Section 301.5(d), and its Articles of
Incorporation shall provide that shareholders of the corporation are not
entitled to cumulate their votes in elections of directors, this Section 2.9
shall not be deemed to allow shareholders of the corporation to cumulate their
votes in the elections of directors, and Sections 2.9(c) hereof shall not apply
with respect to voting in the election of directors.
Section 2.10 Proxies.
--------
(a) Every person entitled to vote shares (including voting by
written consent) may authorize another person or other persons to act by proxy
with respect to such shares. "Proxy" means a written authorization signed or an
electronic transmission authorized by a shareholder or the shareholder's
attorney-in-fact giving another person or persons power to vote with respect to
the shares of such shareholder. "Signed" for the purpose of this Section means
the placing of the shareholder's name on the proxy (whether by manual signature,
typewriting, telegraphic transmission, electronic transmission or otherwise) by
the shareholder or the shareholder's attorney-in-fact. A proxy may be
transmitted by oral telephone transmission if it is submitted with information
from which it may be determined that the proxy was authorized by the
shareholder, or his or her attorney-in-fact. Any proxy duly executed is not
revoked and continues in full force and effect until (i) a written instrument
revoking it is filed with the Secretary of the corporation prior to the vote
pursuant thereto, (ii) a subsequent proxy executed by the person executing the
prior proxy is presented to the meeting, (iii) the person executing the proxy
attends the meeting and votes in person, or (iv) written notice of the death or
incapacity of the maker of such proxy is received by the corporation before the
vote pursuant thereto is counted; provided that no such proxy shall be valid
after the expiration of eleven (11) months from the date of its execution,
unless otherwise provided in the proxy. Notwithstanding the foregoing sentence,
a proxy that states that it is irrevocable, is irrevocable for the period
specified therein to the extent permitted by Section 705(e) and (f) of the
General Corporation Law. The dates contained on the forms of proxy presumptively
determine the order of execution, regardless of the postmark dates on the
envelopes in which they are mailed.
(b) As long as no outstanding class of securities of the
corporation is registered under Section 12 of the Securities Exchange Act of
1934, or is not exempted from such registration by Section 12(g)(2) of such Act,
any form of proxy or written consent distributed to ten (10) or more
shareholders of the corporation when outstanding shares of the corporation are
held of record by 100 or more persons shall afford an opportunity on the proxy
or form of written consent to specify a choice between approval and disapproval
of each matter or group of related matters intended to be acted upon at the
meeting for which the proxy is solicited or by such written consent, other than
elections to office, and shall provide, subject to reasonable specified
conditions, that where the person solicited specifies a choice with respect to
any such matter the shares will be voted in accordance therewith. In any
election of directors, any form of proxy in which the directors to be voted upon
are named therein as candidates and which is
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marked by a shareholder "withhold" or otherwise marked in a manner indicating
that the authority to vote for the election of directors is withheld shall not
be voted for the election of a director.
Section 2.11 Validation of Defectively Called or Noticed Meetings.
-----------------------------------------------------
The transactions of any meeting of shareholders, however called and
noticed, and wherever held, are as valid as though had at a meeting duly held
after regular call and notice, if a quorum is present either in person or by
proxy, and if, either before or after the meeting, each of the persons entitled
to vote, not present in person or by proxy, signs a written waiver of notice or
a consent to the holding of the meeting or an approval of the minutes thereof.
All such waivers, consents and approvals shall be filed with the corporate
records or made a part of the minutes of the meeting. Attendance of a person at
a meeting shall constitute a waiver of notice of and presence at such meeting,
except when the person objects, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened and except that attendance at a meeting is not a waiver of any right to
object to the consideration of matters required by these Bylaws or by the
General Corporation Law to be included in the notice if such objection is
expressly made at the meeting. Neither the business to be transacted at nor the
purpose of any regular or special meeting of shareholders need be specified in
any written waiver of notice, consent to the holding of the meeting or approval
of the minutes thereof, unless otherwise provided in the Articles of
Incorporation or these Bylaws, or unless the meeting involves one or more
matters specified in Section 2.3(d) of these Bylaws.
Section 2.12 Action Without Meeting.
-----------------------
(a) Directors may be elected without a meeting by a consent in
writing, setting forth the action so taken, signed by all of the persons
who would be entitled to vote for the election of directors, provided that,
without notice except as hereinafter set forth, a director may be elected
at any time to fill a vacancy not filled by the directors (other than a
vacancy created by removal of a director) by the written consent of persons
holding a majority of the outstanding shares entitled to vote for the
election of directors.
Any other action that may be taken at a meeting of the shareholders, may be
taken without a meeting, and without prior notice except as hereinafter set
forth, if a consent in writing, setting forth the action so taken, is signed by
the holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted.
(b) Unless the consents of all shareholders entitled to vote have
been solicited in writing:
(1) notice of any proposed shareholder approval of (i) a
contract or other transaction with an interested director, (ii) indemnification
of an agent of the corporation, (iii) a reorganization of the corporation as
defined in Section 181 of the General Corporation Law, or (iv) a distribution in
dissolution other than in accordance with the rights of outstanding preferred
shares, if any, without a meeting by less than unanimous written consent, shall
be given at least ten (10) days before the consummation of the action authorized
by such approval; and
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(2) prompt notice shall be given of the taking of any other
corporate action approved by shareholders without a meeting by less than
unanimous written consent to those shareholders entitled to vote who have not
consented in writing. such notices shall be given in the manner provided in
Section 2.3 of these Bylaws.
(c) Any shareholder giving a written consent, or the shareholder's
proxyholders, or a transferee of the shares or a personal representative of
the shareholder or their respective proxyholders, may revoke the consent by a
writing received by the corporation prior to the time that written consents of
the number of shares required to authorize the proposed action have been filed
with the Secretary of the corporation, but may not do so thereafter. Such
revocation is effective upon its receipt by the Secretary of the corporation.
Section 2.13 Inspectors of Election.
-----------------------
(a) In advance of any meeting of shareholders, the Board of
Directors may appoint inspectors of election to act at the meeting and any
adjournment thereof. If inspectors of election are not so appointed, or if any
persons so appointed fail to appear or refuse to act, the chairman of any such
meeting may, and on the request of any shareholder or the holder of such
shareholder's proxy shall, appoint inspectors of election (or persons to replace
those who so fail or refuse) at the meeting. The number of inspectors shall be
either one or three. If inspectors are appointed at a meeting on the request of
one or more shareholders or holders of proxies, the majority of shares
represented in person or by proxy shall determine whether one inspector or three
inspectors are to be appointed.
(b) The inspectors of election shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum and the authenticity, validity and effect of proxies;
receive votes, ballots or consents; hear and determine all challenges and
questions in any way arising in connection with the right to vote; count and
tabulate all votes or consents; determine when the polls shall close; determine
the result; and do such acts as may be proper to conduct the election or vote
with fairness to all shareholders.
(c) The inspectors of election shall perform their duties
impartially, in good faith, to the best of their ability and as expeditiously as
is practical. If there are three inspectors of election, the decision, act or
certificate of a majority is effective in all respects as the decision, act or
certificate of all. Any report or certificate made by the inspectors of election
is prima facie evidence of the facts stated therein.
ARTICLE III.
BOARD OF DIRECTORS
Section 3.1 Powers; Approval of Loans to Officers.
--------------------------------------
(a) Subject to the provisions of the General Corporation Law and any
limitations in the Articles of Incorporation relating to action required to be
approved by the shareholders or by the outstanding shares, the business and
affairs of the corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the Board of Directors. The Board of
Directors may delegate the management of the day-to-day operation of
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the business of the corporation to a management company or other person provided
that the business and affairs of the corporation shall be managed and all
corporate powers shall be exercised under the ultimate direction of the Board of
Directors.
(b) The corporation may, upon approval of the Board of Directors
alone, make loans of money or property to, or guarantee the obligations of,
any officer (whether or not a director) of the corporation or of its parent,
or adopt an employee benefit plan authorizing such loans or guaranties
provided that:
(1) the Board of Directors determines that such a loan,
guaranty, or plan may reasonably be expected to benefit the corporation;
(2) the corporation has outstanding shares held of record by 100
or more persons (determined as provided in Section 605 of the General
Corporation Law) on the date of approval by the Board of Directors;
(3) the approval by the Board of Directors is by a vote
sufficient without counting the vote of any interested director(s); and
(4) the loan is otherwise made in compliance with Section 315 of
the General Corporation Law.
Section 3.2 Number and Qualification of Directors.
--------------------------------------
The number of directors of the corporation shall not be less than four (4)
nor more than seven (7) until changed by amendment of the Articles of
Incorporation or by a Bylaw amending this Section 3.2 duly adopted by the vote
or written consent of holders of a majority of the outstanding shares, provided
that if the minimum number of directors is five or more, any proposal to reduce
the minimum number of directors to a number less than five cannot be adopted if
the votes cast against its adoption at a meeting, or the shares not consenting
in the case of action by written consent, are equal to more than sixteen and
two-thirds percent (16-2/3%) of the outstanding shares entitled to vote. The
exact number of directors shall be fixed from time to time, within the limits
specified in the Articles of Incorporation or in this Section 3.2, by a bylaw or
amendment thereof duly adopted by the vote of a majority of the shares entitled
to vote represented at a duly held meeting at which a quorum is present, or by
the written consent of the holders of a majority of the outstanding shares
entitled to vote, or by the Board of Directors.
Subject to the foregoing provisions for changing the number of directors,
the number of directors of the corporation has been fixed at four (4).
Section 3.3 Election and Term of Office.
----------------------------
The directors shall be elected at each annual meeting of shareholders, but,
if any such annual meeting is not held or the directors are not elected thereat,
the directors may be elected at any special meeting of shareholders held for
that purpose. Each director, including a director elected to fill a vacancy,
shall hold office until the expiration of the term for which elected and until a
successor has been elected and qualified.
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Section 3.4 Vacancies.
----------
A vacancy in the Board of Directors shall be deemed to exist in case of the
death, resignation or removal of any director, if a director has been declared
of unsound mind by order of court or convicted of a felony, if the authorized
number of directors is increased, if the incorporator or incorporators have
failed to appoint the authorized number of directors in any resolution for
appointment of directors upon the initial organization of the corporation, or if
the shareholders fail, at any annual or special meeting of shareholders at which
any director or directors are elected, to elect the full authorized number of
directors to be voted for at that meeting.
Vacancies in the Board of Directors, except for a vacancy created by the
removal of a director, may be filled by a majority of the directors present at a
meeting at which a quorum is present, or if the number of directors then in
office is less than a quorum, (a) by the unanimous written consent of the
directors then in office, (b) by the vote of a majority of the directors then in
office at a meeting held pursuant to notice or waivers of notice in compliance
with these Bylaws, or (c) by a sole remaining director. Each director so
elected shall hold office until his or her successor is elected at an annual or
a special meeting of the shareholders. A vacancy in the Board of Directors
created by the removal of a director may be filled only by the vote of a
majority of the shares entitled to vote represented at a duly held meeting at
which a quorum is present, or by the written consent of all of the holders of
the outstanding shares.
The shareholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors. Any such election by written
consent other than to fill a vacancy created by removal shall require the
consent of holders of a majority of the outstanding shares entitled to vote.
Any such election by written consent to fill a vacancy created by removal shall
require the unanimous written consent of all shares entitled to vote for the
election of directors.
Any director may resign effective upon giving written notice to the
Chairman of the Board (if there be such an officer appointed), the President,
the Secretary or the Board of Directors of the corporation, unless the notice
specifies a later time for the effectiveness of such resignation. If the
resignation is effective at a future time, a successor may be elected to take
office when the resignation becomes effective.
No reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of the director's term of office.
Section 3.5 Time and Place of Meetings.
---------------------------
The Board of Directors shall hold a regular meeting immediately after the
meeting of shareholders at which it is elected and at the place where such
meeting is held, or at such other place as shall be fixed by the Board of
Directors, for the purpose of organization, election of officers of the
corporation and the transaction of other business. Notice of such meeting is
hereby dispensed with. Other regular meetings of the Board of Directors shall be
held without notice at such times and places as are fixed by the Board of
Directors. Special meetings of the Board of Directors may be held at any time
whenever called by the Chairman of the Board (if
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there be such an officer appointed), the President, any Vice-President, the
Secretary or any two directors.
Except as hereinabove provided in this Section 3.5, all meetings of the
Board of Directors may be held at any place within or without the State of
California that has been designated by resolution of the Board of Directors as
the place for the holding of regular meetings, or by written consent of all
directors. In the absence of such designation, meetings of the Board of
Directors shall be held at the principal executive office of the corporation.
special meetings of the Board of Directors may be held either at a place so
designated or at the principal executive office of the corporation.
Section 3.6 Notice of Special Meetings.
---------------------------
Notice of the time and place of special meetings shall be delivered
personally to each director or communicated to each director by telephone,
telegraph or mail, electronic mail message, charges prepaid, addressed to the
director at the director's address as it is shown upon the records of the
corporation or, if it is not so shown on such records or is not readily
ascertainable, at the place at which the meetings of the directors are regularly
held. In case such notice is mailed, it shall be deposited in the United States
mail at least four (4) days prior to the time of the holding of the meeting. In
case such notice is delivered personally or by telephone, telegraph, facsimile
or electronic mail message, as above provided, it shall be so delivered at least
forty-eight (48) hours prior to the time of the holding of the meeting. Any
such transmission of notice, as above provided, shall be due, legal and personal
notice to such director. As used herein, notice by telephone shall be deemed to
include a voice messaging system or other system or technology designed to
record and communicate messages, or wireless, to the recipient, including the
recipient's designated voice mailbox or address on such a system.
Notice of a meeting need not be given to any director who signs a waiver of
notice or a consent to holding the meeting or an approval of the minutes
thereof, whether before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to such
director. All such waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meetings.
Section 3.7 Action at a Meeting: Quorum and Required Vote.
----------------------------------------------
(a) Presence of a majority of the authorized number of directors at
a meeting of the Board of Directors constitutes a quorum for the transaction of
business, except as hereinafter provided.
(b) Members of the Board of Directors may participate in a meeting
through use of conference telephone, electronic video screen communication or
other communications equipment. Participation in a meeting through use of
conference telephone pursuant to this subsection (b) constitutes presence in
person at such meeting as long as all members participating in the meeting are
able to hear one another. Participation in a meeting through use of electronic
video screen communication or other communications equipment (other than
conference telephone) pursuant to this subsection (b) constitutes presence in
person at such
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meeting, if (1) each member participating in the meeting can communicate with
all of the other members concurrently, (2) each member is provided the means of
participating in all matters before the board, including, without limitation,
the capacity to propose, or to interpose an objection to, a specific action to
be taken by the corporation, and (3) the corporation adopts and implements some
means of verifying that (a) a person participating in the meeting is a director
or other person entitled to participate in the meeting, and (b) all actions of,
or votes by, the board are taken or cast only by the directors and not by
persons who are not directors.
(c) Every act or decision done or made by a majority of the
directors present at a meeting duly held at which a quorum is present is the act
of the Board of Directors, unless a greater number, or the same number after
disqualifying one or more directors from voting, is required by law, by the
Articles of Incorporation, or by these Bylaws. A meeting at which a quorum is
initially present may continue to transact business notwithstanding the
withdrawal of directors, if any action taken is approved by at least a majority
of the required quorum for such meeting.
Section 3.8 Action Without a Meeting.
-------------------------
Any action required or permitted to be taken by the Board of Directors may
be taken without a meeting, if all members of the Board of Directors shall
individually or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the
Board of Directors. Such action by written consent shall have the same force
and effect as a unanimous vote of such directors.
Section 3.9 Adjourned Meeting and Notice.
-----------------------------
A majority of the directors present, whether or not a quorum is present,
may adjourn any meeting to another time and place. If the meeting is adjourned
for more than twenty-four (24) hours, notice of any adjournment to another time
or place shall be given prior to the time of the adjourned meeting to the
directors who were not present at the time of the adjournment.
Section 3.10 Fees and Compensation.
----------------------
Directors and members of committees may receive such compensation, if any,
for their services, and such reimbursement for expenses, as may be fixed or
determined by resolution of the Board of Directors.
Section 3.11 Appointment of Executive and Other Committees.
----------------------------------------------
The Board of Directors may, by resolution adopted by a majority of the
authorized number of directors, designate one or more committees, each
consisting of two or more directors, to serve at the pleasure of the Board of
Directors. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent member at any
meeting of the committee. The appointment of members or alternate members of a
committee requires the vote of a majority of the authorized number of directors.
Any such committee, to the extent provided in the resolution of the Board of
Directors or in these Bylaws, shall have all the authority of the Board of
Directors, except with respect to:
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(a) The approval of any action for which the General Corporation
Law also requires shareholders' approval or approval of the outstanding shares.
(b) The filling of vacancies on the Board of Directors or in any
committee.
(c) The fixing of compensation of the directors for serving on the
Board of Directors or on any committee.
(d) The amendment or repeal of these Bylaws or the adoption of new
Bylaws.
(e) The amendment or repeal of any resolution of the Board of
Directors that by its express terms is not so amendable or repealable.
(f) A distribution to the shareholders of the corporation, except
at a rate, in a periodic amount or within a price range determined by the Board
of Directors.
(g) The appointment of other committees of the Board of Directors
or the members thereof.
The provisions of Sections 3.5 through 3.9 of these Bylaws apply also to
committees of the Board of Directors and action by such committees, mutatis
mutandis (with the necessary changes having been made in the language thereof).
ARTICLE IV.
OFFICERS
Section 4.1 Officers.
---------
The officers of the corporation shall consist of the President, the
Secretary and the Chief Financial Officer, and each of them shall be appointed
by the Board of Directors. The corporation may also have a Chairman of the
Board, one or more Vice-Presidents, a Controller, one or more Assistant
Secretaries and Assistant Treasurers, and such other officers as may be
appointed by the Board of Directors, or with authorization from the Board of
Directors by the President. The order of the seniority of the Vice Presidents
shall be in the order of their nomination, unless otherwise determined by the
Board of Directors. Any two or more of such offices may be held by the same
person. The Board of Directors may appoint, and may empower the President to
appoint, such other officers as the business of the corporation may require,
each of whom shall have such authority and perform such duties as are provided
in these Bylaws or as the Board of Directors may from time to time determine.
All officers of the corporation shall hold office from the date appointed
to the date of the next succeeding regular meeting of the Board of Directors
following the meeting of shareholders at which the Board of Directors is
elected, and until their successors are elected; provided that all officers, as
well as any other employee or agent of the corporation, may be removed at any
time at the pleasure of the Board of Directors, or, except in the case of an
officer chosen by the Board of Directors, by any officer upon whom such power of
removal may be conferred by the Board of Directors, and upon the removal,
resignation, death or incapacity of any officer, the Board of Directors or the
President, in cases where he or she has been vested by the Board of Directors
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with power to appoint, may declare such office vacant and fill such vacancy.
Nothing in these Bylaws shall be construed as creating any kind of contractual
right to employment with the corporation.
Any officer may resign at any time by giving written notice to the Board of
Directors, the President, or the Secretary of the corporation, without
prejudice, however, to the rights, if any, of the corporation under any contract
to which such officer is a party. Any such resignation shall take effect at the
date of the receipt of such notice or at any later time specified therein; and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
The salary and other compensation of the officers shall be fixed from time
to time by resolution of or in the manner determined by the Board of Directors.
Section 4.2 The Chairman of the Board.
--------------------------
The Chairman of the Board (if there be such an officer appointed) shall,
when present, preside at all meetings of the Board of Directors and shall
perform all the duties commonly incident to that office. The Chairman of the
Board shall have authority to execute in the name of the corporation bonds,
contracts, deeds, leases and other written instruments to be executed by the
corporation (except where by law the signature of the President is required),
and shall perform such other duties as the Board of Directors may from time to
time determine.
Section 4.3 The President.
--------------
Subject to such supervisory powers, if any, as may be given by the Board of
Directors to the Chairman of the Board, the President shall be the chief
executive officer of the corporation and shall perform all the duties commonly
incident to that office. The President shall have authority to execute in the
name of the corporation bonds, contracts, deeds, leases and other written
instruments to be executed by the corporation. The President shall preside at
all meetings of the shareholders and, in the absence of the Chairman of the
Board or if there is none, at all meetings of the Board of Directors, and shall
perform such other duties as the Board of Directors may from time to time
determine.
Section 4.4 Vice-Presidents.
----------------
The Vice-Presidents (if there be such officers appointed), in the order of
their seniority (unless otherwise established by the Board of Directors), may
assume and perform the duties of the President in the absence or disability of
the President or whenever the offices of the Chairman of the Board and President
are vacant. The Vice-Presidents shall have such titles, perform such other
duties, and have such other powers as the Board of Directors, the President or
these Bylaws may designate from time to time.
Section 4.5 The Secretary.
--------------
The Secretary shall record or cause to be recorded, and shall keep or cause
to be kept, at the principal executive office and such other place as the Board
of Directors may order, a book of minutes of actions taken at all meetings of
directors and committees thereof and of
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shareholders, with the time and place of holding, whether regular or special,
and, if special, how authorized, the notice thereof given, the names of those
present at directors' meetings, the number of shares present or represented at
shareholders' meetings, and the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal executive
office or at the office of the corporation's transfer agent, a share register or
a duplicate share register in a form capable of being converted into written
form, showing the names of the shareholders and their addresses, the number and
classes of shares held by each, the number and date of certificates issued for
the same, and the number and date of cancellation of every certificate
surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all the meetings
of the shareholders and of the Board of Directors and committees thereof
required by these Bylaws or by law to be given, and shall have such other powers
and perform such other duties as may be prescribed by the Board of Directors or
by these Bylaws.
The President may direct any Assistant Secretary to assume and perform the
duties of the Secretary in the absence or disability of the Secretary, and each
Assistant Secretary shall perform such other duties and have such other powers
as the Board of Directors or the President may designate from time to time.
Section 4.6 The Chief Financial Officer.
----------------------------
The Chief Financial Officer shall keep and maintain, or cause to be kept
and maintained, adequate and correct accounts of the properties and business
transactions of the corporation. The books of account shall at all reasonable
times be open to inspection by any director.
The Chief Financial Officer shall deposit all moneys and other valuables in
the name and to the credit of the corporation with such depositaries as may be
designated by the Board of Directors. The Chief Financial Officer shall
disburse the funds of the corporation as may be ordered by the Board of
Directors, shall render to the President and directors, whenever they request
it, an account of all of the Chief Financial Officer's transactions as Chief
Financial Officer and of the financial condition of the corporation, and shall
have such other powers and perform such other duties as may be prescribed by the
Board of Directors or these Bylaws.
The President may direct any Vice President to assume and perform the
duties of the Chief Financial Officer set forth in this Section 4.6 in the
absence or disability of the Chief Financial Officer, and such Vice President
shall perform such other duties and have such other powers as the Board of
Directors or the President may designate from time to time.
Section 4.7 The Controller.
---------------
The Controller (if there be such an officer appointed) shall be responsible
for the establishment and maintenance of accounting and other systems required
to control and account for the assets of the corporation and provide safeguards
therefor, and to collect information required for management purposes, and shall
perform such other duties and have such other powers as the Board of Directors
or the President may designate from time to time. The President may direct any
Assistant Controller to assume and perform the duties of the Controller,
15
<PAGE>
in the absence or disability of the Controller, and each Assistant Controller
shall perform such other duties and have such other powers as the Board of
Directors, the Chairman of the Board (if there be such an officer appointed) or
the President may designate from time to time.
ARTICLE V.
EXECUTION OF CORPORATE
INSTRUMENTS, RATIFICATION, AND VOTING
OF STOCKS OWNED BY THE CORPORATION
Section 5.1 Execution of Corporate Instruments.
-----------------------------------
In its discretion, the Board of Directors may determine the method and
designate the signatory officer or officers or other person or persons, to
execute any corporate instrument or document, or to sign the corporate name
without limitation, except where otherwise provided by law, and such execution
or signature shall be binding upon the corporation.
All checks and drafts drawn on banks or other depositaries on funds to the
credit of the corporation, or in special accounts of the corporation, shall be
signed by such person or persons as the Board of Directors shall authorize to do
so.
The Board of Directors shall designate an officer who personally, or
through his representative, shall vote shares of other corporations standing in
the name of this corporation. The authority to vote shares shall include the
authority to execute a proxy in the name of the corporation for purposes of
voting the shares.
Section 5.2 Ratification by Shareholders.
-----------------------------
In its discretion, the Board of Directors may submit any contract or act
for approval or ratification of the shareholders at any annual meeting of
shareholders, or at any special meeting of shareholders called for that purpose;
and any contract or act that shall be approved or ratified by the holders of a
majority of the voting power of the corporation shall be as valid and binding
upon the corporation and upon the shareholders thereof as though approved or
ratified by each and every shareholder of the corporation, unless a greater vote
is required by law for such purpose.
Section 5.3 Voting of Stocks Owned by the Corporation.
------------------------------------------
All stock of other corporations owned or held by the corporation for
itself, or for other parties in any capacity, shall be voted, and all proxies
with respect thereto shall be executed, by the person authorized to do so by
resolution of the Board of Directors, or in the absence of such authorization,
by the Chairman of the Board (if there be such an officer appointed), the
President or any Vice-President, or by any other person authorized to do so by
the Chairman of the Board, the President or any Vice President.
ARTICLE VI.
ANNUAL AND OTHER REPORTS
16
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Section 6.1 Reports to Shareholders.
------------------------
The Board of Directors of the corporation shall cause an annual report to
be sent to the shareholders not later than 120 days after the close of the
fiscal year, and at least fifteen (15) days (or, if sent by third-class mail,
thirty-five (35) days) prior to the annual meeting of shareholders to be held
during the next fiscal year. This report shall contain a balance sheet as of
the end of that fiscal year and an income statement and statement of changes in
financial position for that fiscal year, accompanied by any report thereon of
independent accountants or, if there is no such report, the certificate of an
authorized officer of the corporation that the statements were prepared without
audit from the books and records of the corporation. This report shall also
contain such other matters as required by Section 1501(b) of the General
Corporation Law, unless the corporation is subject to the reporting requirements
of Section 13 of the Securities Exchange Act of 1934, and is not exempted
therefrom under Section 12(g)(2) thereof. As long as the corporation has less
than 100 holders of record of its shares (determined as provided in Section 605
of the General corporation Law), the foregoing requirement of an annual report
is hereby waived.
If no annual report for the last fiscal year has been sent to shareholders,
the corporation shall, upon the written request of any shareholder made more
than 120 days after the close of such fiscal year, deliver or mail to the person
making the request within thirty (30) days thereafter the financial statements
for such year as required by Section 1501(a) of the General Corporation Law. A
shareholder or shareholders holding at least five percent (5%) of the
outstanding shares of any class of the corporation may make a written request to
the corporation for an income statement of the corporation for the three-month,
six-month or nine-month period of the current fiscal year ended more than thirty
(30) days prior to the date of the request and a balance sheet of the
corporation as of the end of such period and, in addition, if no annual report
for the last fiscal year has been sent to shareholders, the annual report for
the last fiscal year, unless such report has been waived under these Bylaws.
The statements shall be delivered or mailed to the person making the request
within thirty (30) days thereafter. A copy of any such statements shall be kept
on file in the principal executive office of the corporation for twelve (12)
months, and they shall be exhibited at all reasonable times to any shareholder
demanding an examination of the statements, or a copy shall be mailed to the
shareholder.
The quarterly income statements and balance sheets referred to in this
Section shall be accompanied by the report thereon, if any, of any independent
accountants engaged by the corporation or the certificate of an authorized
officer of the corporation that the financial statements were prepared without
audit from the books and records of the corporation.
Section 6.2 Report of Shareholder Vote.
---------------------------
For a period of sixty (60) days following the conclusion of an annual,
regular, or special meeting of shareholders, the corporation shall, upon written
request from a shareholder, forthwith inform the shareholder of the result of
any particular vote of shareholders taken at the meeting, including the number
of shares voting for, the number of shares voting against, and the number of
shares abstaining or withheld from voting. If the matter voted on was the
election of directors, the corporation shall report the number of shares (or
votes if voted cumulatively) cast
17
<PAGE>
for each nominee for director. If more than one class or series of shares voted,
the report shall state the appropriate numbers by class and series of shares.
Section 6.3 Reports to the Secretary of State.
----------------------------------
(a) Every year, during the calendar month in which the original
articles of incorporation were filed with the California Secretary of State, or
during the preceding five calendar months, the corporation shall file a
statement with the Secretary of State on the prescribed form, setting forth the
authorized number of directors; the names and complete business and residence
addresses of all incumbent directors; the names and complete business or
resident addresses of the chief executive officer, the secretary, and the chief
financial officer; the street address of the corporation's principal executive
office or principal business office in this state; a statement of the general
type of business constituting the principal business activity of the
corporation; and a designation of the agent of the corporation for the purpose
of service of process, all in compliance with Section 1502 of the Corporations
Code of California.
(b) Notwithstanding the provisions of paragraph (a) of this section,
if there has been no change in the information contained in the corporation's
last annual statement on file in the Secretary of State's office, the
corporation may, in lieu of filing the annual statement described in paragraph
(a) of this section, advise the Secretary of State, on the appropriate form,
that no changes in the required information have occurred during the applicable
period.
ARTICLE VII.
SHARES OF STOCK
Every holder of shares in the corporation shall be entitled to have a
certificate signed in the name of the corporation by the Chairman or Vice
Chairman of the Board (if there be such officers appointed) or the President or
a Vice-President and by the chief financial officer or any Assistant Treasurer
or the Secretary or any Assistant Secretary, certifying the number of shares and
the class or series of shares owned by the shareholder. Any of the signatures
on the certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate has ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the corporation with the same
effect as if such person were an officer, transfer agent or registrar at the
date of issue.
Any such certificate shall also contain such legends or other statements as
may be required by Sections 417 and 418 of the General Corporation Law, the
Corporate Securities Law of 1968, federal or other state securities laws, and
any agreement between the corporation and the issuee of the certificate.
Certificates for shares may be issued prior to full payment, under such
restrictions and for such purposes as the Board of Directors or these Bylaws may
provide; provided, however, that the certificate issued to represent any such
partly paid shares shall state on the face thereof the total amount of the
consideration to be paid therefor, the amount remaining unpaid and the terms of
payment.
18
<PAGE>
No new certificate for shares shall be issued in lieu of an old certificate
unless the latter is surrendered and cancelled at the same time; provided,
however, that a new certificate will be issued without the surrender and
cancellation of the old certificate if (1) the old certificate is lost,
apparently destroyed or wrongfully taken; (2) the request for the issuance of
the new certificate is made within a reasonable time after the owner of the old
certificate has notice of its loss, destruction, or theft; (3) the request for
the issuance of a new certificate is made prior to the receipt of notice by the
corporation that the old certificate has been acquired by a bona fide purchaser;
(4) the owner of the old certificate files a sufficient indemnity bond with or
provides other adequate security to the corporation; and (5) the owner satisfies
any other reasonable requirement imposed by the corporation. In the event of
the issuance of a new certificate, the rights and liabilities of the
corporation, and of the holders of the old and new certificates shall be
governed by the provisions of Sections 8104 and 8405 of the California
Commercial Code.
ARTICLE VIII.
INSPECTION OF CORPORATE RECORDS
Section 8.1 General Records.
----------------
The accounting books and records and the minutes of proceedings of the
shareholders, the Board of Directors and committees thereof of the corporation
and any subsidiary of the corporation shall be open to inspection upon the
written demand on the corporation of any shareholder or holder of a voting trust
certificate at any reasonable time during usual business hours, for a purpose
reasonably related to such holder's interests as a shareholder or as the holder
of such voting trust certificate. Such inspection by a shareholder or holder of
a voting trust certificate may be made in person or by agent or attorney, and
the right of inspection includes the right to copy and make extracts. Minutes
of proceedings of the shareholders, Board, and committees thereof shall be kept
in written form. Other books and records shall be kept either in written form
or in any other form capable of being converted into written form.
A shareholder or shareholders holding at least five percent (5%) in the
aggregate of the outstanding voting shares of the corporation or who hold at
least one percent (1%) of such voting shares and have filed a Schedule 14A with
the United States Securities and Exchange Commission relating to the election of
directors of the corporation shall have (in person, or by agent or attorney) the
right to inspect and copy the record of shareholders' names and addresses and
shareholdings during usual business hours upon five (5) business days' prior
written demand upon the corporation or to obtain from the transfer agent for the
corporation, upon written demand and upon the tender of its usual charges for
such list, a list of the shareholders' names and addresses, who are entitled to
vote for the election of directors, and their shareholdings, as of the most
recent record date for which it has been compiled or as of a date specified by
the shareholder subsequent to the date of demand. The list shall be made
available on or before the later of five (5) business days after the demand is
received or the date specified therein as the date as of which the list is to be
compiled.
Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records and documents of every kind and to inspect
the physical properties of the corporation and its subsidiaries. Such
inspection by a director may be made in person or by agent or attorney, and the
right of inspection includes the right to copy and make extracts.
19
<PAGE>
Section 8.2 Inspection of Bylaws.
---------------------
The corporation shall keep at its principal executive office in California,
or if its principal executive office is not in California, then at its principal
business office in California (or shall otherwise provide upon written request
of any shareholder if it has no such office in California) the original or a
copy of these Bylaws as amended to date, which shall be open to inspection by
the shareholders at all reasonable times during office hours.
ARTICLE IX.
INDEMNIFICATION OF
OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
Section 9.1 Right to Indemnification.
-------------------------
Each person who was or is a party or is threatened to be made a party to or
is involved (as a party, witness, or otherwise), in any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative (hereafter a "Proceeding"), by reason of the fact that he, or a
person of whom he is the legal representative, is or was a director, officer,
employee, or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, or other enterprise, or
was a director, officer, employee, or agent of a foreign or domestic corporation
that was a predecessor corporation of the corporation or of another enterprise
at the request of such predecessor corporation, including service with respect
to employee benefit plans, whether the basis of the Proceeding is alleged action
in an official capacity as a director, officer, employee, or agent or in any
other capacity while serving as a director, officer, employee, or agent
(hereafter an "Agent"), shall be indemnified and held harmless by the
corporation to the fullest extent authorized by statutory and decisional law, as
the same exists or may hereafter be interpreted or amended (but, in the case of
any such amendment or interpretation, only to the extent that such amendment or
interpretation permits the corporation to provide broader indemnification rights
than were permitted prior thereto) against all expenses, liability, and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes and penalties,
amounts paid or to be paid in settlement, any interest, assessments, or other
charges imposed thereon, and any federal, state, local, or foreign taxes imposed
on any Agent as a result of the actual or deemed receipt of any payments under
this Article) incurred or suffered by such person in connection with
investigating, defending, being a witness in, or participating in (including on
appeal), or preparing for any of the foregoing in, any Proceeding (hereafter
"Expenses"). The right to indemnification conferred in this Article shall be a
contract right. It is the corporation's intention that these bylaws provide
indemnification in excess of that expressly permitted by Section 317 of the
California General Corporation Law, as authorized by the corporation's Articles
of Incorporation.
Section 9.2 Authority to Advance Expenses.
------------------------------
The right to indemnification provided in Section 9.1 of these Bylaws shall
include the right to be paid, in advance of a Proceeding's final disposition,
Expenses incurred in defending that Proceeding; provided, however, that if
required by the California General Corporation Law, as amended, the payment of
Expenses in advance of the final disposition of the Proceeding shall
20
<PAGE>
be made only upon delivery to the corporation of an undertaking by or on behalf
of the Agent to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the corporation as authorized under this
Article or otherwise. The Agent's obligation to reimburse the corporation for
Expense advances shall be unsecured and no interest shall be charged thereon.
Section 9.3 Right of Claimant to Bring Suit.
--------------------------------
If a claim under Section 9.1 or 9.2 of these Bylaws is not paid in full by
the corporation within thirty (30) days after a written claim has been received
by the corporation, the claimant may at any time thereafter bring suit against
the corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense
(including attorneys, fees) of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending a Proceeding in advance of its final disposition where the
required undertaking has been tendered to the corporation) that the claimant has
not met the standards of conduct that make it permissible under the California
General Corporation Law for the corporation to indemnify the claimant for the
amount claimed. The burden of proving such a defense shall be on the
corporation. Neither the failure of the corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper under the circumstances because he has met the applicable
standard of conduct set forth in the California General Corporation Law, nor an
actual determination by the corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant had not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that claimant has not met the applicable standard of conduct.
Section 9.4 Provisions Nonexclusive.
------------------------
The rights conferred on any person by this Article shall not be exclusive
of any other rights that such person may have or hereafter acquire under any
statute, provision of the Articles of Incorporation, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office. To the extent that any provision of the Articles, agreement, or vote of
the stockholders or disinterested directors is inconsistent with these bylaws,
the provision, agreement, or vote shall take precedence.
Section 9.5 Authority to Insure.
--------------------
The corporation may purchase and maintain insurance to protect itself and
any Agent against any Expense asserted against or incurred by such person,
whether or not the corporation would have the power to indemnify the Agent
against such Expense under applicable law or the provisions of this Article,
provided that, in cases where the corporation owns all or a portion of the
shares of the company issuing the insurance policy, the company and/or the
policy must meet one of the two sets of conditions set forth in Section 317 of
the California General Corporation Law, as amended.
21
<PAGE>
Section 9.6 Survival of Rights.
-------------------
The rights provided by this Article shall continue as to a person who has
ceased to be an Agent and shall inure to the benefit of the heirs, executors,
and administrators of such person.
Section 9.7 Settlement of Claims.
---------------------
The corporation shall not be liable to indemnify any Agent under this
Article (a) for any amounts paid in settlement of any action or claim effected
without the corporation's written consent, which consent shall not be
unreasonably withheld; or (b) for any judicial award, if the corporation was not
given a reasonable and timely opportunity, at its expense, to participate in the
defense of such action.
Section 9.8 Effect of Amendment.
--------------------
Any amendment, repeal, or modification of this Article shall not adversely
affect any right or protection of any Agent existing at the time of such
amendment, repeal, or modification.
Section 9.9 Subrogation.
------------
In the event of payment under this Article, the corporation shall be
subrogated to the extent of such payment to all of the rights of recovery of the
Agent, who shall execute all papers required and shall do everything that may be
necessary to secure such rights, including the execution of such documents
necessary to enable the corporation effectively to bring suit to enforce such
rights.
Section 9.10 No Duplication of Payments.
---------------------------
The corporation shall not be liable under this Article to make any payment
in connection with any claim made against the Agent to the extent the Agent has
otherwise actually received payment (under any insurance policy, agreement,
vote, or otherwise) of the amounts otherwise indemnifiable hereunder.
ARTICLE X.
AMENDMENTS
Section 10.1 Power of Shareholders.
----------------------
New bylaws may be adopted or these Bylaws may be amended or repealed by the
affirmative vote of a majority of the outstanding shares entitled to vote, or by
the written assent of shareholders entitled to vote such shares, except as
otherwise provided by law or by the Articles of Incorporation or by these
Bylaws.
Section 10.2 Power of Directors.
-------------------
Subject to the right of shareholders as provided in Section 10.1 of this
Article X to adopt, amend or repeal these Bylaws, these Bylaws (other than a
bylaw or amendment thereof providing for the approval by the Board, acting
alone, of a loan or guarantee to any officer or an
22
<PAGE>
employee benefit plan providing for the same) may be adopted, amended or
repealed by the Board of Directors; provided, however, that the Board of
Directors may adopt a bylaw or amendment thereof changing the authorized number
of directors only for the purpose of fixing the exact number of directors within
the limits specified in the Articles of Incorporation or in Section 3.2 of these
Bylaws.
ARTICLE XI.
DEFINITIONS
Unless the context otherwise requires, the general provisions, rules of
construction and definitions contained in the General Corporation Law as amended
from time to time shall govern the construction of these Bylaws. Without
limiting the generality of the foregoing, the masculine gender includes the
feminine and neuter, the singular number includes the plural and the plural
number includes the singular, and the term "person" includes a corporation as
well as a natural person.
ARTICLE XII.
CORPORATE SEAL
The corporate seal shall consist of a circular die bearing the name of the
corporation, the state in which it was incorporated and the date of its
incorporation. If and when authorized by the Board of Directors, a duplicate of
the corporate seal may be kept and used by such officer or person as the Board
of Directors may designate.
23
<PAGE>
CERTIFICATE OF SECRETARY
------------------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby certify that the undersigned is the
Secretary of Pericom Semiconductor Corporation, a corporation duly organized and
existing under and by virtue of the laws of the State of California; that the
above and foregoing Amended and Restated Bylaws of said corporation were duly
and regularly adopted as such by the Board of Directors of said corporation; and
that the above and foregoing Amended and Restated Bylaws are now in full force
and effect.
Dated: July ___, 1999.
-------------------
<PAGE>
CERTIFICATE OF SECRETARY
------------------------
The undersigned, Secretary of Pericom Semiconductor Corporation, a
California corporation, hereby certifies that the foregoing is a full, true and
correct copy of the Amended and Restated Bylaws of the corporation with all
amendments to date of this Certificate.
WITNESS the signature of the undersigned this ____ day of July, 1999.
-------------------
Secretary
<PAGE>
EXHIBIT 10.5
THIRD AMENDMENT TO LEASE
------------------------
THIS THIRD AMENDMENT TO LEASE (this "Amendment") is dated for reference
purposes only as April 23, 1999, by and between CARRAMERICA REALTY CORPORATION,
a Maryland corporation ("Landlord"), and PERICOM SEMICONDUCTOR CORPORATION, a
California corporation ("Tenant").
RECITALS
--------
A. Orchard Investment Company Number 510, a California general
partnership ("Orchard"), Landlord's predecessor in interest, as landlord, and
Tenant, as tenant, entered into that certain Lease (and First Addendum thereto)
dated November 29, 1993 (collectively, the "Original Lease"), in which Orchard
leased to Tenant and Tenant leased from Orchard, approximately 19,786 square
feet within that certain building which contains approximately 27,488 square
feet commonly known as 2380-2390 Bering Drive, San Jose, California ("Building
C"), as more particularly described on Exhibit A attached to the Original Lease
---------
(the "Original Premises"). Orchard and Tenant also entered into that certain
Acceptance Agreement dated as of January 28, 1994 regarding the Original
Premises.
B. Orchard and Tenant entered into that certain First Amendment to
Lease (the "First Amendment") dated February 5, 1996 pursuant to which Tenant
leased an additional 7,000 rentable square feet (the "First Expansion Space")
and the Lease Term was extended. The First Expansion Space is located in the
building containing approximately 25,888 square feet commonly known as 2340-2350
Bering Drive, San Jose, California ("Building E"), as more particularly
described on Exhibit A to the First Amendment. Orchard and Tenant also entered
---------
into that certain Interior Improvement Agreement and that certain Acceptance
Agreement regarding the First Expansion Space, each dated February 5, 1996.
C. All of Orchard's rights, title and interest in the Original Lease,
as amended by the First Amendment, were assigned to Landlord in connection with
Landlord's acquisition of the Project.
D. Landlord and Tenant subsequently entered into that certain Second
Amendment to Lease (the "Second Amendment") dated July 31, 1997 pursuant to
which the Tenant leased an additional 7,702 square feet (the "Second Expansion
Space"). The Second Expansion Space is located in Building C, as more
particularly described on Exhibit A of the Second Amendment.
---------
1
<PAGE>
Landlord and Tenant also entered into that certain Tenant Improvements
Construction Agreement regarding the Second Expansion Space dated July 31, 1997.
E. Subject to the terms and conditions set forth herein, Landlord and
Tenant now desire to further amend the Lease to increase the size of the
Premises and to extend the Lease Term, subject to the terms and conditions set
forth herein. The Original Lease, as amended by the First and Second Amendments
and as supplemented by the Interior Improvement Agreements and Acceptance
Agreements, is hereinafter collectively referred to as the "Lease."
AMENDMENT
---------
NOW, THEREFORE, for good and valuable consideration, the adequacy of which
is hereby acknowledged, the parties hereby mutually promise, covenant and agree
as follows:
1. Incorporation of Recitals and Definitions. The Recitals are
-----------------------------------------
hereby incorporated herein by this reference. In the event of any conflicts
between the Lease, and this Third Amendment, the terms of this Third Amendment
shall control. Capitalized terms used in this Amendment not otherwise defined
herein shall have the meaning given such terms in the Lease.
2. Effectiveness of Amendment. Notwithstanding any provision herein
-------------------------
to the contrary, the effectiveness of this Amendment shall be expressly subject
to and conditioned upon Landlord's (i) receipt of an executed early Lease
Termination Agreement with the existing tenant for the of the Third Expansion
Space (as defined below), and (ii) receipt and approval of Tenant's most recent
audited financial statements.
3. Commencement Date/New Definition of Premises. Subject to Section
--------------------------------------------
2 above, as of August 1, 1999 (the "Third Expansion Space Commencement Date"),
Section D of the Summary of Basic Lease Terms to the Lease is amended to revise
the definition of "Premises" to include: (i) the Original Premises
(approximately 19,786 square feet), (ii) the First Expansion Space
(approximately 7,000 square feet), (iii) the Second Expansion Space
(approximately 7,702 square feet), and (iv) that certain space containing
approximately 13,000 square feet in Building E (the "Third Expansion Space").
The Third Expansion Space is more particularly described in Exhibit A attached
---------
hereto. Thus, as of the Third Expansion Space Commencement Date, the Premises
shall contain a total of approximately 47,488 square feet. The Third Expansion
Space shall be delivered by Landlord to Tenant in broom-clean condition on the
later of (i) May 1, 1999 or (ii) the date on which the prior tenant vacates the
Third Expansion Space (the "Delivery Date"). Landlord shall not be liable to
Tenant for any delay in delivering the Third Expansion Space to Tenant, but
Tenant shall
2
<PAGE>
be entitled to a Rent abatement for the number of days between May 1, 1999 and
the actual Delivery Date (the "Rent Abatement Period"). For example, if the
Delivery Date occurs on May 8, 1999, then Tenant would be entitled to a seven
(7) day Rent Abatement Period, which Tenant shall use at the end of the Term for
the Third Expansion Space (i.e., Tenant would not pay Rent hereunder for the
last seven days of the Term for the Third Expansion Space). Such a delay in the
Delivery Date shall not affect the Third Expansion Space Commencement Date or
the "Expiration Date" for the Premises, which shall remain August 1, 1999 and
July 31, 2004, respectively. However, in the event that Landlord does not
deliver the Third Expansion Space to Tenant before July 31, 1999, Tenant shall
have the right (but not the obligation) to terminate this Amendment by providing
written notice of Tenant's decision to Landlord.
During the period commencing on the Delivery Date, and ending on the
Third Expansion Space Commencement Date (the "Early Occupancy Period"), Tenant
shall be permitted to enter the Third Expansion Space for the purpose of
installing Tenant's furniture, fixtures and telephone systems, provided,
however, that Tenant's occupancy of the Third Expansion Space during the Early
Occupancy Period shall be subject to all of the terms, covenants and conditions
of this Lease, including, without limitation, Tenant's obligations under the
Tenant Improvement Agreement (attached hereto as Exhibit B), Article 9
---------
(regarding Tenant's insurance obligations) and Article 10 (regarding Tenant's
indemnity obligations), except that Landlord agrees that Tenant's obligation to
pay Base Monthly Rent and Common Operating Expenses for the Third Expansion
Space during the Early Occupancy Period shall be waived.
The Third Expansion Space Commencement Date shall not be delayed or
affected in any way by the completion of any Tenant Improvements as defined in
Exhibit B attached hereto.
- ---------
4. Lease Term. Section J of the Summary of Basic Lease Terms to the
----------
Lease is amended to provide that the Lease Term shall expire on July 31, 2004
(the "Expiration Date"), unless sooner terminated according to the terms of the
Lease.
5. Rent. Section K of the Summary of Basic
----
Lease Terms to the Lease is amended to add the following at the end thereof:
Commencing on the Third Expansion Space Commencement Date, and on the first
day of each month thereafter for the remainder of the Lease Term, Tenant
shall pay to Landlord (in addition to all other amounts due under the
Lease), Base Monthly Rent as follows:
3
<PAGE>
<TABLE>
<CAPTION>
PERIOD ORIGINAL PREMISES FIRST EXPANSION SECOND EXPANSION THIRD EXPANSION TOTAL BASE MONTHLY
- ------------------- BASE MONTHLY RENT SPACE BASE MONTHLY SPACE BASE MONTHLY SPACE BASE MONTHLY RENT
------------------- RENT RENT RENT -----------------
(19,786 SF) --------------------- --------------------- -------------------- (47,488 SF)
(7,000 SF) (7,702 SF) (13,000 SF)
<S> <C> <C> <C> <C> <C>
August 1, 1999 $16,818.10 $ 6,650.00 $11,707.04 $18,850.00 $54,025.14
through Nov. 30, ($0.85/sf) ($0.95/sf) ($1.52/sf) ($1.45/sf) per month
1999 per month per month per month per month
December 1, 1999 $16,818.10 $ 6,650.00 $12,092.14 $18,850.00 $54,410.24
through Nov. 30, ($0.85/sf) ($0.95/sf) ($1.57/sf) ($1.45/sf) per month
2000
December 1, 2000 $16,818.10 $ 6,650.00 $12,477.24 $20,150.00 $56,095.34
through April 30, ($0.85/sf) ($0.95/sf) ($1.62/sf) ($1.55/sf) per month
2001 per month per month per month per month
May 1, 2001 $30,668.30 $10,850.00 $11,938.10 $20,150.00 $73,606.40
through Nov. 30, ($1.55/sf) ($1.55/sf) ($1.55/sf) ($1.55/sf) per month
2001 per month per month per month per month
December 1, 2001 $31,657.60 $11,200.00 $12,323.20 $20,800.00 $75,980.80
through Nov. 30, ($1.60/sf) ($1.60/sf) ($1.60/sf) ($1.60/sf) per month
2002 per month per month per month per month
December 1, 2002 $32,646.90 $11,550.00 $12,708.30 $21,450.00 $78,355.20
through Nov. 30, ($1.65/sf) ($1.65/sf) ($1.65/sf) ($1.65/sf) per month
2003 per month per month per month per month
December 1, 2003 $33,636.20 $11,900.00 $13,093.40 $22,100.00 $80,729.60
through July 31, ($1.70/sf) ($1.70/sf) ($1.70/sf) ($1.70/sf) per month
2004 per month per month per month per month
</TABLE>
6. Tenant Improvements. Tenant acknowledges and agrees that Landlord
-------------------
shall provide the Third Expansion Space in its "as-is" condition with existing
paint and carpet with no representations or warranties by Landlord. Landlord
shall have no obligation to make any improvements to the Third Expansion Space.
Tenant shall be obligated to construct all interior improvements in the Third
Expansion Space in accordance in the terms of Exhibit B attached hereto.
---------
Landlord hereby approves the interior improvement plan attached hereto as
Exhibit C, provided that Tenant shall still be required to obtain Landlord's
- ---------
prior written approval of the detailed plans and specifications for such
improvement plan.
4
<PAGE>
Landlord's only obligations in connection with the Third Expansion
Space shall be to provide the space in "broom-clean" condition and to provide a
tenant improvement allowance in the amount of $289,720.00 (the "Landlord's
Contribution") for the construction of additional standard interiors. In no
event shall Landlord have any other obligation to make any other improvements or
alterations or to provide any other tenant improvement allowance. Any expenses
incurred by Tenant in excess of the Landlord's Contribution shall be at Tenant's
sole cost and expense.
7. Construction Review Fee. In connection with the design and
-----------------------
construction of its Tenant Improvements pursuant to Exhibit B, Tenant shall have
---------
the right to contract with the architect and general contractor of Tenant's
choice, subject to the prior approval by Landlord which approval shall not be
unreasonably withheld. Tenant agrees to pay Landlord a construction review fee
of an amount equal to three percent (3%) of all Landlord's Contribution amounts
paid to Tenant by Landlord, up to a maximum amount of $8,500.00, which
construction review fee shall be deducted from each partial payment of
Landlord's Contribution to Tenant.
8. Tenant's Share. As of the Third Expansion Space Commencement
--------------
Date, "Tenant's Share" as set forth in Section G of the Summary of Basic Lease
Terms to the Lease is amended in its entirety to read: 100% of Building C and
77.26% of Building E.
9. Security Deposit. Section M of the "Summary of Basic Lease Terms"
----------------
is amended to increase the amount of the Security Deposit required hereunder to
$80,729.60. Therefore, assuming Landlord is currently holding a Security
Deposit in the amount of $35,945.52, Tenant shall deposit with Landlord an
additional Security Deposit in an amount equal to $44,784.08 at the time Tenant
delivers an executed original of this Amendment to Landlord. This additional
Security Deposit shall be held by Landlord on the same terms and conditions as
the initial Security Deposit in accordance with the terms of the Lease.
10. Right of First Negotiation. Provided that Tenant is not then in
--------------------------
default in the performance of any of its obligations under the Lease (beyond any
applicable notice and cure period) Landlord grants to Tenant the following right
of first negotiation ("Right of First Negotiation") with respect to the
following space: 12,888 square feet located at 2249 Zanker Road, San Jose,
California (the "First Negotiation Space"). Subject to the following terms and
conditions, Tenant shall have the Right of First Negotiation with respect to the
First Negotiation Space if such space becomes available during the Lease Term
(including any extensions thereof): (i) when the First Negotiation Space becomes
available, Tenant shall have ten (10) business days following its receipt of
Landlord's notice that the First Negotiation Space is available to respond to
Landlord in writing, (ii) Landlord's notice shall be in writing and shall
include the salient terms on which Landlord proposes to lease the First
Negotiation Space, (iii) Tenant's failure to respond during such period shall be
5
<PAGE>
deemed to be Tenant's election to pass on the First Negotiation Space, (iv) in
the event Landlord receives written notice from Tenant during such period of
Tenant's interest in the First Negotiation Space, Landlord and Tenant shall have
the twenty (20) day period following Landlord's receipt of Tenant's notice to
meet, confer and agree in writing on the terms and conditions upon which Tenant
would lease the First Negotiation Space from Landlord, (v) if Landlord and
Tenant are able to agree on the terms on which Landlord would lease the First
Negotiation Space to Tenant during such period, Landlord and Tenant agree to
execute an amendment to this Lease to incorporate the First Negotiation Space
and those terms agreed to by Landlord and Tenant, and (vi) in the event Landlord
and Tenant are unable to agree in writing on the terms for the lease of the
First Negotiation Space within such twenty (20) day period (or in the event
Tenant passes on such space, or is deemed to have passed on such space), then
Landlord shall be free to market the First Negotiation Space to any third
parties without any liability to Tenant. Landlord and Tenant agree to negotiate
in good faith taking into consideration the rental rates of similar projects in
the geographic area of the Project (including the rent, operating costs, and all
other monetary payments that Landlord could obtain for the Expansion Space from
a third party desiring to lease such space, the services provided under the
terms of the Lease, and all other monetary payments then being obtained for new
leases of space comparable to such space), and assuming that the First
Negotiation Space will be used for the highest and best use allowed under the
Lease. Notwithstanding the foregoing, the parties agree that the term of the
Lease with respect to the First Negotiation Space shall expire with the Lease
Term and shall in no event be less than three years. The Right of First
Negotiation described herein is personal to Tenant and may not be exercised or
assigned, voluntarily or involuntarily, by or to any person or entity other than
Tenant without Landlord's prior written consent, which Landlord may withhold in
its sole and absolute discretion.
11. Option to Expand. Landlord hereby grants to Tenant an option to
----------------
expand into the approximately 5,888 square feet remaining in 2346 Bering Drive,
Building E (the "Fourth Expansion Space"), to be exercised in accordance with
the terms and conditions of Subsections A through D below.
A. Tenant shall notify Landlord with written notice (the "Option
Notice") at least nine (9) months prior to the proposed commencement date for
the Fourth Expansion Space (the "Fourth Expansion Space Commencement Date"),
provided that the Fourth Expansion Space Commencement Date must occur on or
before January 1, 2001. Thus, Tenant must deliver the Option Notice to Landlord
on or before March 31, 2000 or else Tenant's option to expand as set forth
herein shall lapse and have no legal force or effect thereafter.
B. In the event Tenant timely exercises it option to expand, then
commencing on the Fourth Expansion Space Commencement Date and for the remainder
of the Term, all of the terms and conditions of this Lease shall also apply to
the Fourth Expansion Space, except that Base Monthly Rent for the Fourth
Expansion Space shall be at the same Base Monthly Rent rate per
6
<PAGE>
square foot as the Third Expansion Space, as set forth in Section 5 above
(including the increases thereof) and Tenant shall take the Fourth Expansion
Space "as-is" without any representations or warranties whatsoever from
Landlord. Landlord shall have no obligation to make any improvements to the
Fourth Expansion Space as a result of Tenant's exercise of the foregoing right
to expand.
C. Tenant's right to expand is subject to the condition that, on
the date that Tenant delivers its notice exercising its right of first refusal,
Tenant is not in default under this Lease after the expiration of any applicable
notice and cure periods.
D. Promptly after Tenant's exercise of its right to expand,
Landlord shall execute and deliver to Tenant an amendment to the Lease to
reflect changes in the Premises, Base Monthly Rent, Tenant's Share and any other
appropriate terms changed by the addition of the Fourth Expansion Space. Within
fifteen (15) days thereafter, Tenant shall execute and return the amendment to
Landlord.
12. Option To Extend. Subject to the terms and conditions set forth
----------------
below, Tenant may at its option extend the Lease Term for two (2) periods of
three (3) years (each period to be a "Renewal Term"). Each Renewal Term shall
be upon the same terms contained in this Lease, except that (i) Landlord shall
have no obligation to provide Tenant with any tenant improvement allowance in
connection with the Renewal Term, (ii) the Base Rent during the Renewal Term
shall be calculated as set forth below, (iii) any reference in the Lease to the
"Term" of the Lease shall be deemed to include the Renewal Term and apply
thereto, unless it is expressly provided otherwise. Tenant shall have no
further extension options pursuant to this Lease.
A. The Base Monthly Rent during a Renewal Term shall be the Market
Rate (defined hereinafter) for such space for a term commencing on the first day
of the applicable Renewal Term. "Market Rate" shall mean the then prevailing
market rate for a comparable term commencing on the first day of the applicable
Renewal Term for tenants of comparable size and creditworthiness for comparable
space in the Building and other first class office buildings of comparable age
within similar projects in the vicinity of the Building.
B. To exercise its option to extend the Lease Term for a Renewal
Term, Tenant must deliver a binding notice to Landlord not sooner than one
hundred eighty (180) days nor later than one hundred twenty (120) days prior to
the expiration of the then existing Term of this Lease. Thereafter, the Market
Rate for the applicable Renewal Term shall be calculated pursuant to Subsection
C below and Landlord shall inform Tenant of the Market Rate. Such calculations
shall be final and shall not be recalculated at the actual commencement of the
applicable Renewal Term. If Tenant fails to timely give its notice of exercise
of the extension options, Tenant will be deemed to have waived its right to
exercise all future extension options.
7
<PAGE>
C. Market Rate shall be determined as follows:
(i) If Tenant provides Landlord with its written notice of
exercise pursuant to Subsection B above, then prior to the
commencement date of the applicable Renewal Term Landlord and
Tenant shall commence negotiations to agree upon the Market Rate.
If Landlord and Tenant are unable to reach agreement within
twenty-one (21) days, then the Market Rate shall be determined in
accordance with (ii) below.
(ii) If Landlord and Tenant are unable to reach agreement on the
Market Rate within said twenty-one (21) day period, then within
seven (7) days, Landlord and Tenant shall each simultaneously
submit to the other in a sealed envelope its good faith estimate
of the Market Rate. If the higher of such estimates is not more
than one hundred five percent (105%) of the lower, then the
Market Rate shall be the average of the two. Otherwise, the
dispute shall be resolved by arbitration in accordance with (iii)
below.
(iii) Within seven (7) days after the exchange of estimates, the
parties shall select as an arbitrator an independent MAI
appraiser with at least five (5) years of experience in
appraising office space in the metropolitan area in which the
Project is located (a "Qualified Appraiser"). If the parties
cannot agree on a Qualified Appraiser, then within a second
period of seven (7) days, each shall select a Qualified Appraiser
and within ten (10) days thereafter the two appointed Qualified
Appraisers shall select a third Qualified Appraiser and the third
Qualified Appraiser shall be the sole arbitrator. If one party
shall fail to select a Qualified Appraiser within the second
seven (7) day period, then the Qualified Appraiser chosen by the
other party shall be the sole arbitrator.
(iv) Within twenty-one (21) days after submission of the matter
to the arbitrator, the arbitrator shall determine the Market Rate
by choosing whichever of the estimates submitted by Landlord and
Tenant the arbitrator judges to be more accurate. The arbitrator
shall notify Landlord and Tenant of its decision, which shall be
final and binding. If the arbitrator believes that expert advice
would materially assist him, the arbitrator may retain one or
more qualified persons to provide expert advice. The fees of the
arbitrator and the expenses of the arbitration proceeding,
including the fees of any expert witnesses retained by the
arbitrator, shall be paid by the party whose estimate is not
selected. Each party shall pay the fees of its respective
counsel and the fees of any witness called by that party.
8
<PAGE>
D. Tenant's option to extend is personal to Tenant and may not be
exercised or assigned, voluntarily or involuntarily, by or to any person or
entity other than Tenant without Landlord's prior written consent, which
Landlord may withhold in its sole and absolute discretion. Tenant's option to
extend this Lease is subject to the condition that, on each date that Tenant
delivers its binding notice exercising an option to extend, Tenant is not in
default under this Lease after the expiration of any applicable notice and cure
periods.
13. Tenant's Allocated Parking Stalls. As of the Third Expansion
---------------------------------
Space Commencement Date, Section H of the Summary of Basic Lease Terms to the
Lease is amended to add an additional fifty (50) parking stalls, of which forty-
seven (47) stalls shall be for Tenant's nonexclusive use and three (3) stalls
near the entrance to each of the Original Premises, the First Expansion Space,
the Second Expansion Space and the Third Expansion Space shall be for Tenant's
exclusive use and may be marked as such by Tenant at the entrance to each stall.
14. Signs. Subject to Section 4.4 of the Lease, Tenant shall have the
-----
right to place its name at one exterior location on Building C and Building E,
provided, however, that Tenant shall not have said right with respect to any
building in which it has sublet, assigned or otherwise transferred any portion
of the Premises. The signs showing Tenant's name may be back-lit provided such
signs comply with all applicable Laws, and Tenant may add words to the monument
signs identifying Tenant located at 2390 and 2380 Bering Drive, subject to
Landlord's reasonable approval of such additional words, which shall not be
unreasonably withheld.
15. Compliance With Regulations. The parties agree and acknowledge
---------------------------
that Landlord shall perform any compliance work required under the Americans
With Disabilities Act ("ADA") in the common areas of the Project, except that
Tenant shall be solely responsible for all ADA compliance work which is required
in the common areas of the Project as a result of Tenant's particular use or
activities (including Tenant's proposed alterations or repairs). Except for
Landlord's ADA compliance obligations as set forth above, Tenant shall, at its
sole cost and expense (i) perform (or at Landlord's election, Landlord shall
perform and Tenant shall reimburse Landlord for) all ADA compliance work which
is required in the common areas of the Project as a result of Tenant's
particular use or activities, and (ii) take all proper and necessary action to
cause the Premises, including any repairs, replacements, alterations and
improvements thereto, to be maintained, constructed, used and occupied in
compliance with applicable law and code requirements, including any and all ADA
requirements, whether or not such requirements are based on Tenant's particular
use of the Premises, and further to assume all responsibility to ensure the
Premises' continued compliance with all applicable laws, codes and ADA
requirements throughout the Term. Landlord makes no representations or
warranties regarding the Project's or the Premises' compliance with applicable
laws, building codes and/or regulations, including the ADA. Tenant shall pay as
Additional Rent Tenant's Share of any code compliance costs incurred by Landlord
9
<PAGE>
hereunder. Tenant's shall pay as Additional Rent Tenant's Share of any
compliance costs incurred by Landlord under this Section 16 to the extent they
constitute Common Area Operating Expenses, as defined in Section 8.2 of the
Original Lease.
16. Tenant's Exclusive Use of Pad. Tenant shall have exclusive use
-----------------------------
of the existing enclosed pads located at the rear of 2340 Bering Drive, San
Jose, California.
17. Brokers. Landlord and Tenant each represents and warrants to the
-------
other that it has not dealt with any broker respecting this Amendment other than
Tenant's broker of record, Colliers International ("Broker"). Each party shall
indemnify and hold the other harmless from any and all claims by any broker
(other than the Broker), agent or person claiming a commission or other form of
compensation by virtue of this Amendment as a result of such party's dealings
with the party from whom indemnification is sought.
18. Hazardous Materials. Tenant acknowledges receipt of that certain
-------------------
Phase I Environmental Site Assessment of the property located at 225, 231, 235,
245 Charcot Avenue, 2340-2390 Bering Drive, and 2235, 2249 Zanker Road in San
Jose, California, prepared for Landlord by Mission Geoscience, Inc., dated
October 29, 1996. Landlord agrees that it shall not seek to recover from Tenant,
either directly or indirectly (i.e., as Operating Costs), any costs incurred by
Landlord for the investigation, cleanup, remediation or disposal of Hazardous
Materials (as defined in Section 7 of the Original Lease) on or about the
Premises, provided that Tenant can prove to the reasonable satisfaction of
Landlord that neither Tenant nor any of its employees, agents, contractors,
subcontractors, subtenants, assignees or invitees caused or contributed to the
release of the all or any portion of the Hazardous Materials which are the
subject of such investigation, cleanup, remediation or disposal activities.
19. Time. Time is of the essence for each and every provision of this
----
Amendment.
20. Confirmation of Lease. Except as amended by this Amendment, the
---------------------
parties hereby agree and confirm that the Lease is in full force and effect.
IN WITNESS HEREOF, the parties hereto have executed this Amendment as
of the date first written above.
"Landlord"
10
<PAGE>
CARRAMERICA REALTY CORPORATION,
a Maryland corporation
By: _________________________
Philip L. Hawkins
Title: Chief Operating Officer
"Tenant"
PERICOM SEMICONDUCTOR CORPORATION,
a California corporation
By: ______________________________
Name: ______________________________
Title: ______________________________
11
<PAGE>
EXHIBIT A
---------
Description of Premises to be attached.
1
<PAGE>
EXHIBIT B
---------
TENANT IMPROVEMENT AGREEMENT
1. TENANT IMPROVEMENTS. Tenant shall cause to be performed the
improvements (the "Tenant Improvements") in the Premises in accordance with
initial improvement plans attached hereto as Exhibit C (the "Improvement
---------
Plans"). Tenant shall cause detailed plans and specifications to be prepared
based on the attached Improvement Plans for Landlord's prior written approval
(the "Plans"), which approvals shall not be unreasonably withheld. The Tenant
Improvements shall be performed at the Tenant's cost, subject to the Landlord's
Contribution (hereinafter defined).
Tenant shall cause the Plans to be prepared, at Tenant's cost, by a
registered professional architect and mechanical and electrical engineer(s).
Such engineer(s) shall be approved, in advance, by the Landlord. Tenant shall
furnish the initial draft of the Plans to Landlord for Landlord's review and
approval. After receipt of the initial Plans, Landlord shall promptly either
provide comments to such Plans or approve the same. If Landlord provides Tenant
with comments to the initial draft of the Plans, Tenant shall provide revised
Plans to Landlord incorporating Landlord's comments within one week after
receipt of Landlord's comments. Promptly following Landlord's receipt of such
revised Plans Landlord shall either provide comments to such revised Plans or
approve such Plans. The process described above shall be repeated, if necessary,
until the Plans have been finally approved by Landlord. Tenant hereby agrees
that the Plans for the Tenant Improvements shall comply with all applicable
Laws. Landlord's approval of any of the Plans (or any modifications or changes
thereto) shall not impose upon Landlord or its agents or representatives any
obligation with respect to the design of the Tenant Improvements or the
compliance of such Tenant Improvements or the Plans with applicable Laws.
Subject to Landlord's prior written approval, which shall not be
unreasonably withheld or delayed, Tenant shall select a contractor to perform
the construction of the Tenant Improvements based on the approved Plans. Tenant
shall use commercially reasonable efforts to cause the Tenant Improvements to be
substantially completed on or before the Third Expansion Space Commencement
Date, provided Tenant agrees and acknowledges that the Third Expansion Space
Commencement Date shall not be delayed as a result of any delay in the
completion of such Tenant Improvements.
Landlord, or an agent of Landlord, shall provide project management
services in connection with the construction of the Tenant Improvements and the
Change Orders (hereinafter defined). Such project management services shall be
performed, at Tenant's cost, for a fee of three percent (3%) of all costs
related to the preparation of the Plans and the construction of the Tenant
Improvements and the Change Orders; provided, however, that such fee for
management services shall not exceed $8,500.00.
2. CHANGE ORDERS. If, prior to the Third Expansion Space Commencement
Date, Tenant shall desire improvements or changes (individually or collectively,
"Change Orders") to the Premises in addition to, revision of or substitution for
the Tenant Improvements, Tenant shall deliver
1
<PAGE>
to Landlord for its approval plans and specifications for such Change Orders. If
Landlord does not approve of the plans for Change Orders, Landlord shall advise
Tenant of the revisions required. Tenant shall revise and redeliver the plans
and specifications to Landlord within five (5) business days of Landlord's
advice or Tenant shall be deemed to have abandoned its request for such Change
Orders. Tenant shall pay for all preparations and revisions of plans and
specifications, and the construction of all Change Orders, subject only to
Landlord's Contribution.
3. LANDLORD'S CONTRIBUTION. As provided in Section 6 of this Third
Amendment to Lease, Landlord shall contribute an amount up to $289,720.00
("Landlord's Contribution") toward the costs incurred for the Tenant
Improvements and Change Orders relating to the construction of additional
standard interiors. Landlord has no obligation to pay for costs of the Tenant
Improvements or Change Orders in excess of Landlord's Contribution.
4. COMMENCEMENT DATE DELAY. The Third Expansion Space Commencement Date
shall not be dependent upon the completion or substantial completion of the
Tenant Improvements.
5. ACCESS BY TENANT PRIOR TO COMMENCEMENT OF TERM. As provided in Section
3 of this Third Amendment to Lease, Landlord may permit Tenant and its agents to
enter the Third Expansion Space prior to the Third Expansion Space Commencement
Date to prepare the Third Expansion Space for Tenant's use and occupancy. Any
such permission shall constitute a license only, conditioned upon Tenant's:
(a) working in harmony with Landlord and Landlord's agents,
contractors, workmen, mechanics and suppliers and with other tenants and
occupants of the Building;
(b) obtaining in advance Landlord's approval of the contractors
proposed to be used by Tenant and depositing with Landlord in advance of any
work (i) security satisfactory to Landlord for the completion thereof if
required by Landlord (for example, a completion bond), and (ii) the contractor's
affidavit for the proposed work and the waivers of lien from the contractor and
all subcontractors and suppliers of material; and
(c) furnishing Landlord with such insurance as Landlord may require
against liabilities which may arise out of such entry.
Landlord shall have the right to withdraw such license for any reason upon
twenty-four (24) hours' written notice to Tenant. Landlord shall not be liable
in any way for any injury, loss or damage which may occur to any of Tenant's
property or installations in the Premises prior to the Third Expansion Space
Commencement Date. Tenant shall protect, defend, indemnify and save harmless
Landlord from all liabilities, costs, damages, fees and expenses arising out of
the activities of Tenant or its agents, contractors, suppliers or workmen in the
Premises or the Building. Any entry and occupation permitted under this Section
shall be governed by Section 5 and all other terms of the Lease.
2
<PAGE>
6. MISCELLANEOUS. Terms used in this Exhibit B shall have the meanings
---------
assigned to them in the Lease. The terms of this Exhibit B are subject to the
---------
terms of the Lease.
7. AS-BUILTS. Tenant shall supply Landlord with "as-built" drawings for
the completed Tenant Improvements following completion of such Tenant
Improvements.
3
<PAGE>
EXHIBIT C
---------
INTERIOR IMPROVEMENT PLANS
[To be attached by Landlord prior to execution]
1
<PAGE>
<TABLE>
<CAPTION>
Exhibit 13.1
FINANCIAL HIGHLIGHTS
(Dollar and share amounts in thousands, except per share amounts)
Fiscal Year Ended June 30,
--------------------------
1999 1998 Change
------------------- ------------------ ----------------
<S> <C> <C> <C>
For the year:
Net revenues $59,797 $49,198 21.5%
Operating income 9,162 7,055 29.9%
Net income 6,772 5,164 31.1%
Earnings per share:
Basic $ 0.72 $ 0.73 (1.4)%
Diluted 0.66 0.55 20.0%
At year-end:
Cash and short-term investments $25,725 $25,831 (0.4)%
Total assets 55,925 47,401 18.0%
Shareholders' equity 46,380 38,611 20.1%
Book value per share 4.51 4.10 10.0%
Shares used in computing earnings per share:
Basic 9,395 7,083 32.6%
Diluted 10,279 9,412 9.2%
</TABLE>
<PAGE>
SELECTED FINANCIAL DATA
The following selected financial data of the Company is qualified by reference
to and should be read in conjunction with the Financial Statements, including
the Notes thereto, and Management's Discussion and Analysis of Financial
Condition and Results of Operations included elsewhere herein. The Statement of
Income Data for each of the years in the four-year period ended June 30, 1999
and the Balance Sheet Data as of June 30, 1997, 1998 and 1999 are derived from,
and are qualified by reference to, the Financial Statements which are
incorporated by reference from the Company's 1999 Annual Report to Shareholders.
The Statement of Income Data for the year ended June 30, 1995 and the Balance
Sheet Data as of June 30, 1995 and 1996 are derived from audited financial
statements not included herein.
<TABLE>
<CAPTION>
Fiscal Year Ended June 30,
---------------------------------------------------
1999 1998 1997 1996 1995
------- ------- ------- -------- -------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Statement of Income Data:
Net revenues $59,797 $49,198 $33,166 $41,174 $22,732
Cost of revenues 35,484 29,285 20,986 22,797 12,873
---------------------------------------------------
Gross profit 24,313 19,913 12,180 18,377 9,859
Operating expenses:
Research and development 5,976 5,065 4,187 4,414 2,942
Selling, general and administrative 9,175 7,793 5,989 6,471 4,038
---------------------------------------------------
Total operating expenses 15,151 12,858 10,176 10,885 6,980
---------------------------------------------------
Income from operations 9,162 7,055 2,004 7,492 2,879
Other income (expense), net 1,098 738 351 (50) 144
---------------------------------------------------
Income before income taxes 10,260 7,793 2,355 7,442 3,023
Provision for income taxes 3,488 2,629 777 2,732 982
===================================================
Net income $ 6,772 $ 5,164 $ 1,578 $ 4,710 $ 2,041
===================================================
Basic earnings per share $0.72 $0.73 $0.73 $2.19 $0.97
===================================================
Diluted earnings per share $0.66 $0.55 $0.22 $0.63 $0.28
===================================================
Shares used in computing basic earnings per share (1) 9,395 7,083 2,165 2,149 2,096
===================================================
Shares used in computing diluted earnings per share (1) 10,279 9,412 7,316 7,493 7,199
===================================================
As of June 30,
---------------------------------------------------
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
(in thousands)
Balance Sheet Data:
Working capital $37,642 $32,751 $12,984 $12,145 $ 7,999
Total assets 55,925 47,401 23,581 19,820 14,483
Long-term obligations --- --- --- --- ---
Shareholders' equity 46,380 38,611 16,795 15,095 10,352
</TABLE>
(1) See Note 1 of Notes to Financial Statements for an explanation of the
method used to determine the number of shares used in computing basic and
diluted earnings per share.
2
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
This Annual Report to Shareholders includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. All statements other than statements of historical fact are "forward-
looking statements" for purposes of these provisions, including any statements
regarding: projections of earnings, revenues, expenses or other financial items;
the plans and objectives of management for future operations; the adequacy of
allowances for returns, price protection and similar items; proposed new
products or services; the adequacy of cash generated from operations and cash
balances; the Company's exposure to interest rate risk; costs, liabilities,
exposure, and plans related to the Year 2000 problem; the Company's ability to
mitigate risks associated with the Year 2000 problem; future economic
conditions or performance; and assumptions underlying any of the foregoing. In
some cases, forward-looking statements can be identified by the use of
terminology such as "may," "will," "expects," "plans," "anticipates,"
"estimates," "potential," or "continue," or the negative thereof or other
comparable terminology. Although the Company believes that the expectations
reflected in the forward-looking statements contained herein are reasonable,
there can be no assurance that such expectations or any of the forward-looking
statements will prove to be correct, and actual results could differ materially
from those projected or assumed in the forward-looking statements. The
Company's future financial condition and results of operations, as well as any
forward-looking statements, are subject to risks and uncertainties, including
but not limited to the factors set forth in the Company's Form 10-K under the
heading "Factors That May Affect Future Results" and elsewhere in this report.
All forward-looking statements and reasons why results may differ included in
this Annual Report are made as of the date hereof, and the Company assumes no
obligation to update any such forward-looking statement or reason why actual
results may differ.
OVERVIEW
Pericom Semiconductor Corporation (the "Company") was incorporated in June 1990.
The Company completed its first profitable fiscal year on June 30, 1993 and has
been profitable in each of its last twenty-six quarters. The Company designs,
manufactures and markets high performance digital, analog and mixed-signal
integrated circuits used for the transfer, routing, and timing of digital and
analog signals within and between computer, networking, datacom and telecom
systems. The Company's first volume sales occurred in fiscal 1993 and consisted
exclusively of 5-volt 8-bit interface logic circuits. The Company expanded its
product offering by introducing 3.3-volt 16-bit logic circuits and 8-bit digital
switches in fiscal 1994; clock generators, 3.3-volt clock synthesizers and
buffers, and high-speed interface products for the networking industry in fiscal
1995; 32-bit logic, 16-bit digital switches and Pentium, 56K modem and laser
printer clock synthesizers in fiscal 1996; an analog switch family, mixed-
voltage logic, a family of clock generators and a FastEthernet transceiver in
fiscal 1997; a family of low voltage ALVCH logic, clock devices for Pentiun and
Pentium II mobile computers, a complete solution for the PC100 memory module
standard and a 3.3-volt bus switch family offering the fastest bus switches on
the market in fiscal 1998; and in fiscal 1999 three families of 2.5-volt zero-
delay clock drivers for the networking and telecommunications markets, a family
of application specific bus switches to support PCI "hot plugging" and GTL bus
termination, integrated clock generators to support the latest Pentium III and
Celeron Intel processors and a complete interface solution for the PC133 memory
module standard.
As is typical in the semiconductor industry, the Company expects selling prices
for its products to decline over the life of each product. The Company's ability
to increase net revenues is highly dependent upon its ability to increase unit
sales volumes of existing products and to introduce and sell new products in
quantities sufficient to compensate for the anticipated declines in selling
prices of existing products. The Company seeks to increase unit sales volume
through increased wafer fabrication capacity allocations from its existing
foundries, qualification of new foundries, increased number of die per wafer
through die size reductions and improved yields of good die through the
implementation of advanced process technologies, but there can be no assurance
that the Company will be successful in these efforts. In fiscal 1997 and 1998,
approximately 90% of the wafers for the Company's semiconductor products were
manufactured by Chartered. In fiscal 1999, 85% of the wafers were manufactured
by Chartered. The Company qualified AMS as a wafer supplier in fiscal 1991, NJRC
in fiscal 1995, TSMC in fiscal 1997 and LG in 1998.
Declining selling prices will adversely affect gross margins unless the Company
is able to offset such declines with the sale of new higher margin products or
achieve commensurate reductions in unit costs. The Company seeks to improve its
overall gross margin through the development and introduction of selected new
products that the Company believes will ultimately achieve higher gross margins.
A higher gross margin for a new product is typically not achieved until
3
<PAGE>
some period after the initial introduction of the product -- after start-up
expenses for that product have been incurred and once volume production begins.
In general, costs are higher at the introduction of a new product due to the use
of a more generalized design schematic, lower economies of scale in the assembly
phase and lower die yield. The Company's ability to decrease unit cost depends
on its ability to shrink the die sizes of its products, improve yields, obtain
favorable subcontractor pricing, and make in-house test and assembly operations
more productive and efficient. There can be no assurance that these efforts,
even if successful, will be sufficient to offset declining selling prices.
Revenue from product sales is recognized upon shipment. Estimated costs for
exchanges, returns, price protection and other concessions are accrued in the
period that sales are recognized. Although the Company believes that, to date,
it has provided adequate allowances for exchanges, returns, price protection and
other concessions, and, to date, actual amounts incurred have not differed
materially from the allowances, there can be no assurance that actual amounts
incurred will not exceed the Company's allowances, particularly in connection
with the introduction of new products, enhancements to existing products or
price reductions.
RESULTS OF OPERATIONS
The following table sets forth certain statement of income data as a percentage
of net revenues for the periods indicated.
<TABLE>
<CAPTION>
Fiscal Year Ended
June 30,
1999 1998 1997
------------------- ------------------ ----------------
<S> <C> <C> <C>
Net revenues 100.0% 100.0% 100.0%
Cost of revenues 59.3 59.5 63.3
-------------------------------------------------------------
Gross Margin 40.7 40.5 36.7
Operating expenses:
Research and development 10.0 10.3 12.6
Selling, general and administrative 15.3 15.9 18.1
-------------------------------------------------------------
Total operating expenses 25.3 26.2 30.7
-------------------------------------------------------------
Income from operations 15.4 14.3 6.0
Other income, net 1.8 1.5 1.1
-------------------------------------------------------------
Income before income taxes 17.2 15.8 7.1
Provision for income taxes 5.9 5.3 2.3
-------------------------------------------------------------
Net income 11.3% 10.5% 4.8%
=============================================================
</TABLE>
COMPARISON OF FISCAL 1999, 1998 AND 1997
NET REVENUES. Net revenues increased 22% from $49.2 million in fiscal 1998 to
$59.8 million in fiscal 1999. The increase in net revenues was attributable to
increased sales volume in the Company's SiliconSwitch and SiliconClock product
lines, partially offset by a decrease in the sales volume of the
SiliconInterface product line and a decline in the weighted average selling
price for all products. Net revenues increased 48% from $33.2 million in fiscal
1997 to $49.2 million in fiscal 1998. This increase in net revenues was
attributable to increased sales volume in all of the Company's product families,
and in particular the Company's SiliconSwitch product line.
GROSS PROFIT. Gross profit increased 22% from $19.9 million in fiscal 1998 to
$24.3 million in fiscal 1999. Gross margin rose slightly to 40.7% in fiscal
1999 versus 40.5% in fiscal 1998. This increase is due to the introduction of
higher gross margin new products and ongoing reductions in wafer, assembly and
test costs although these improvements were offset to some extent by decreases
in average selling prices in the Company's various product lines. Gross profit
increased 63% from $12.2 million in fiscal 1997 to $19.9 million in fiscal 1998.
Gross margin increased from 36.7% in fiscal 1997 to 40.5% in fiscal 1998. This
increase in gross margin resulted from cost reductions in excess of decreases in
the average selling prices in the Company's various product lines and the
introduction of new products
4
<PAGE>
at higher gross margins. Cost reductions were achieved in each of the Company's
product lines through reduced wafer costs, lower per unit assembly and test
costs, and increased die per wafer resulting from reduced design geometries.
RESEARCH AND DEVELOPMENT. Research and development expenses increased 18.0% from
$5.1 million in fiscal 1998 to $6.0 million in fiscal 1999 but decreased
slightly as a percentage of net revenues from 10.3% to 10.0%. Research and
development expenses increased 21.0% from $4.2 million in fiscal 1997 to $5.1
million in fiscal 1998 but decreased as a percentage of net revenues from 12.6%
in fiscal 1997 to 10.3% in fiscal 1998. The increase in absolute dollars in
research and development spending in each year was attributable to development
costs for new products in each of the Company's product lines and expansion of
the Company's engineering staff as the Company continued its commitment to new
product development.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses consist primarily of personnel and related overhead costs for sales,
marketing, finance, human resources and general management. Such costs include
advertising, sales materials, sales commissions, and other marketing and
promotional expenses. Selling, general and administrative expenses increased
17.7% from $7.8 million in fiscal 1998 to $9.2 million in fiscal 1999 but
decreased as a percentage of net revenue from 15.9% to 15.3%. The increase in
expense in absolute dollars was attributable to increased staffing levels,
particularly in sales and marketing and the addition of a sales office in Japan.
Selling, general and administrative expenses increased 30.1% from $6.0 million
in fiscal 1997 to $7.8 million in fiscal 1998, but decreased as a percentage of
net revenues from 18.1% in fiscal 1997 to 15.9% in fiscal 1998. The increase in
expense was attributable to increased staffing levels, particularly in sales and
marketing, as well as increased commission expense due to higher sales levels.
OTHER INCOME, NET. Other income, net includes interest income and expense and
the Company's allocated portion of net losses of Pericom Technology, Inc.
("PTI"), a British Virgin Islands corporation based in Shanghai, People's
Republic of China. PTI was formed by Pericom and certain Pericom shareholders
in 1994 to develop and market semiconductors in China and certain other Asian
countries. See Note 4 of Notes to Financial Statements. Other income, net
increased from income of $738,000 in fiscal 1998 to $1,098,000 in fiscal 1999.
Interest income increased from $1.1 million in fiscal 1998 to $1.4 million in
fiscal 1999 as a result of the Company's investment of the net proceeds from its
initial public offering. The proceeds were invested for the full fiscal year in
1999 versus approximately 8 months in fiscal 1998. The Company's share of the
net losses of PTI declined from $345,000 in fiscal 1998 to $288,000 in fiscal
1999. Other income, net increased from income of $351,000 in fiscal 1997 to
$738,000 in fiscal 1998. Interest income increased from $431,000 in fiscal 1997
to $1,083,000 in fiscal 1998 as a result of the Company's investment of the net
proceeds from its initial public offering. The increased interest income in
fiscal 1998 was partially offset by an increase of $265,000 in the Company's
share of the net losses of PTI.
PROVISION FOR INCOME TAXES. The provision for income taxes was $3,488,000,
$2,629,000 and $777,000 in fiscal 1999, 1998 and 1997, respectively. In each of
these fiscal years, the provision for income taxes differed from the federal
statutory rate primarily due to state income taxes and the utilization of
research and development tax credits.
LIQUIDITY AND CAPITAL RESOURCES
Prior to the Company's initial public offering in October 1997, the Company used
proceeds from the private sale of equity securities, bank borrowings and
internal cash flow to support its operations, acquire capital equipment and
finance inventory and accounts receivable growth. Operating activities provided
approximately $3.8 million in cash in fiscal 1999, $3.5 million in fiscal 1998,
and $2.9 million in fiscal 1997.
Net cash used for investing activities was $5.3 million, $20.9 million and $2.0
million in fiscal 1999, 1998 and 1997, respectively. The Company made capital
expenditures of approximately $3.0 million, $2.9 million and $2.0 million in
fiscal 1999, 1998 and 1997, respectively. The Company expects to spend
approximately $4.0 million in fiscal 2000 to acquire capital equipment,
primarily for research and development and testing, and for leasehold
improvements associated with facilities expansion. The Company used proceeds
from its initial public offering to purchase short-term investments of $17.1
million in fiscal 1998.
As of June 30, 1999, the Company's principal source of liquidity included cash,
cash equivalents and short-term investments of approximately $25.7 million. The
Company believes that cash generated from operations and existing
5
<PAGE>
cash balances will be sufficient to fund necessary purchases of capital
equipment and to provide working capital at least through the next 12 months.
However, there can be no assurance that future events will not require the
Company to seek additional capital sooner or, if so required, that adequate
capital will be available at all or on terms acceptable to the Company.
MARKET RISK DISCLOSURE
At June 30, 1999, the Company's investment portfolio consisted of fixed income
securities, excluding those classified as cash equivalents, of $17.4 million
(see Note 1 of Notes to Financial Statements). These securities are subject to
interest rate risk and will decline in value if market interest rates increase.
For example, if market interest rates were to increase immediately and uniformly
by 10% from levels as of June 30, 1999, the decline in the fair value of the
portfolio would not have a material effect on the Company's results of
operations over the next fiscal year. Due to the short duration and conservative
nature of these instruments, the Company does not believe that it has a material
exposure to interest rate risk.
YEAR 2000 READINESS DISCLOSURE
The Company is aware of the issues associated with the programming code in
existing computer systems as Year 2000 approaches. The Year 2000 problem is
pervasive and complex, as virtually every computer operation will be affected by
the rollover of the two digit year value to 00. The issue is whether computer
systems will properly recognize date sensitive information when the year changes
to 2000. Systems that do not properly recognize such information could generate
erroneous data or cause a system to fail. The Company has been working to
identify and assess the risks associated with its information systems, products,
operations and infrastructure, suppliers and customers that are not Year 2000
compliant, and to develop, implement and test remediation and contingency plans
to mitigate these risks. The Company is replacing or upgrading systems,
equipment and facilities that are known to be Year 2000 non-compliant. For the
Year 2000 non-compliance issues identified to date, management believes the cost
of upgrade or remediation has been less than $100,000 and expects total costs
incurred to not exceed this amount. If implementation of replacement systems is
delayed, or if significant new non-compliance issues are identified, the
Company's financial condition, results of operations, or cash flows could be
materially adversely affected.
INFORMATION SYSTEMS. The Company began the installation of an enterprise wide
EDP system that was required to meet Pericom's business needs in late fiscal
1997. The enterprise wide system purchased by the Company includes many
important functional improvements necessary for Pericom to be a competitive
semiconductor manufacturing company and is Year 2000 compliant. The Company has
not allocated a portion of the total project cost to the Year 2000 issue. The
Company believes that the incremental cost associated with Year 2000 compliance
is not material, as this feature is included in the enterprise wide system
purchased by the Company to satisfy business needs. The Company believes that
substantially all of its systems, including the new enterprise wide system, are
Year 2000 compliant.
PRODUCTS. The Company currently believes that it has no significant exposure to
contingencies directly related to the Year 2000 issue for products it has sold
or will sell in the future.
OPERATIONS AND INFRASTRUCTURE. Machinery and equipment and other items used in
the operations and facilities of the Company have been inventoried and are
currently being assessed for Year 2000 compliance. The assessment to date has
not uncovered any material issues.
SUPPLIERS. The Company has contacted its critical suppliers to determine whether
their operations, products and services are Year 2000 compliant. Where
practicable, the Company will attempt to mitigate its risks with respect to the
failure of suppliers to be Year 2000 compliant. In the event that suppliers are
not Year 2000 compliant, the Company will seek alternative sources of suppliers.
However, such failures remain a possibility and could have a material impact on
the Company's financial condition, results of operations, or cash flows.
CUSTOMERS. The Company is actively responding to all customer requests for
compliance, surveys and other general information related to its Year 2000
programs.
6
<PAGE>
GENERAL. The Company does not currently expect its costs associated with the
Year 2000 problem to be material, and expects to be able to fund these costs
through operating cash flows. However, the risks associated with the Year 2000
problem can be difficult to identify and to address, and could result in
material adverse consequences to the Company. Even if the Company, in a timely
manner, completes all of its assessments, identifies and tests remediation plans
believed to be adequate, and develops contingency plans believed to be adequate,
some problems may not be identified or corrected in time to prevent material
adverse consequences to the Company.
As the Year 2000 project continues, the Company may discover additional Year
2000 problems, may not be able to develop, implement, and test remediation or
contingency plans in a timely manner, or may find that the costs of these
activities exceed current expectations and become material. In many cases, the
Company is relying on assurances from suppliers and customers that new and
upgraded information systems and other products will be Year 2000 compliant. The
Company has and plans to test certain third-party products, but cannot be sure
that its tests will be adequate or that, if problems are identified, they will
be addressed by the supplier in a timely and satisfactory way.
Because the Company uses a variety of information systems and has additional
systems embedded in its operations and infrastructure, the Company cannot be
sure that all of its systems will work together in a Year 2000-compliant
fashion. Furthermore, the Company cannot be sure that it will not suffer
interruptions, either because of its own Year 2000 problems or those of its
customers or suppliers whose Year 2000 problems may make it difficult or
impossible for them to fulfill their commitments to the Company.
The Company believes that substantially all of its systems, including the new
enterprise wide system, are Year 2000 compliant and therefore has no contingency
plans. Under the worst case scenario, if the Company is wrong in its beliefs
about the Year 2000 readiness of its systems, it could have an adverse effect on
the Company's financial condition, results of operations, or cash flows.
Further, the Company could be materially and adversely impacted by widespread
economic or financial market disruption, or by Year 2000 computer system
failures at third parties with which it has relationships.
7
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of
Pericom Semiconductor Corporation:
We have audited the accompanying balance sheets of Pericom Semiconductor
Corporation as of June 30, 1999 and 1998, and the related statements of income,
shareholders' equity and comprehensive income, and of cash flows for each of the
three years in the period ended June 30, 1999. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Pericom Semiconductor Corporation at June
30, 1999 and 1998, and the results of its operations and its cash flows for each
of the three years in the period ended June 30, 1999, in conformity with
generally accepted accounting principles.
DELOITTE & TOUCHE LLP
San Jose, California
July 23, 1999
8
<PAGE>
PERICOM SEMICONDUCTOR CORPORATION
BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
----------------------
June 30,
----------------------
1999 1998
---------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 8,328 $ 8,773
Short-term investments 17,397 17,058
Accounts receivable:
Trade (net of allowances of $2,570 and $1,559) 9,719 5,437
Other 346 193
Inventories 9,835 8,917
Prepaid expenses and other current assets 582 153
Deferred income taxes 356 510
-------------------------
Total current assets 46,563 41,041
Property and equipment--net 6,509 5,121
Investment in and advances to joint venture 2,611 1,046
Other assets 242 193
-------------------------
Total $55,925 $47,401
=========================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 7,295 $ 6,117
Accrued liabilities 1,604 1,855
Income taxes payable 22 318
-------------------------
Total current liabilities 8,921 8,290
Commitments and contingencies (Notes 8 and 9)
Deferred income taxes 624 500
Shareholders' equity:
Preferred stock, 5,000,000 shares authorized; none
issued and --- ---
outstanding
Common stock, 30,000,000 shares authorized;
shares outstanding: 1999, 9,519,241; 1998, 9,286,399 25,600 24,570
Accumulated other comprehensive loss (33) ---
Retained earnings 20,813 14,041
-------------------------
Total shareholders' equity 46,380 38,611
-------------------------
Total $55,925 $47,401
=========================
</TABLE>
See notes to financial statements.
9
<PAGE>
PERICOM SEMICONDUCTOR CORPORATION
STATEMENTS OF INCOME
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Years Ended June 30,
-------------------------------------------
1999 1998 1997
----------- ------------ --------------
<S> <C> <C> <C>
Net revenues $59,797 $49,198 $33,166
Cost of revenues 35,484 29,285 20,986
---------------------------------------------
Gross profit 24,313 19,913 12,180
Operating expenses:
Research and development 5,976 5,065 4,187
Selling, general and administrative 9,175 7,793 5,989
Total 15,151 12,858 10,176
---------------------------------------------
Income from operations 9,162 7,055 2,004
Equity in net loss of joint venture (288) (345) (80)
Interest income 1,386 1,083 431
---------------------------------------------
Income before income taxes 10,260 7,793 2,355
Provision for income taxes 3,488 2,629 777
---------------------------------------------
Net income $ 6,772 $ 5,164 $ 1,578
=============================================
Basic earnings per share $0.72 $0.73 $0.73
=============================================
Diluted earnings per share $0.66 $0.55 $0.22
=============================================
Shares used in computing basic earnings per share 9,395 7,083 2,165
=============================================
Shares used in computing diluted earnings per 10,279 9,412 7,316
share =============================================
</TABLE>
See notes to financial statements.
10
<PAGE>
PERICOM SEMICONDUCTOR CORPORATION
STATEMENTS OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME
(In thousands)
<TABLE>
<CAPTION>
Accumulated
Other Total
Preferred Stock Common Stock Retained Comprehensive Shareholders' Comprehensive
---------------- -------------
Shares Amount Shares Amount Earnings Income Equity Income
------- -------- ------ ------- -------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCES, June 30,
1996 9,225 $ 7,717 2,165 $ 79 $ 7,299 --- $15,095
Net income and
comprehensive --- --- --- --- 1,578 --- 1,578 $1,578
income
=================
Exercise of
employee stock --- --- 181 122 --- --- 122
options
-----------------------------------------------------------------------------------------------------
BALANCES, June 30,
1997 9,225 7,717 2,346 201 8,877 --- 16,795
Net income and
comprehensive --- --- --- --- 5,164 --- 5,164 $5,164
income
=================
Initial public
offering of
common stock, net --- --- 2,000 16,000 --- --- 16,000
of issuance
costs of $740
Conversion of
preferred stock (9,225) (7,717) 4,612 7,717 --- --- ---
to common stock
Issuance of common
stock under --- --- 328 495 --- --- 495
employee stock
plans
Tax benefit
resulting from --- --- --- 157 --- --- 157
stock option
transactions
-----------------------------------------------------------------------------------------------------
BALANCES, June 30,
1998 --- --- 9,286 24,570 14,041 --- 38,611
Net income --- --- --- --- 6,772 --- 6,772 $6,772
Unrealized
Gain/(loss) on --- --- --- --- --- (33) (33) (33)
investments
-----------------
Comprehensive --- --- --- --- --- --- --- $6,739
Income
=================
Issuance of common
stock under --- --- 233 737 --- --- 737
employee stock
plans
Tax benefit
resulting from --- --- --- 293 --- --- 293
stock option
transactions
------------------------------------------------------------------------------------------------------
BALANCES, June 30,
1999 --- --- 9,519 $25,600 $20,813 $(33) $46,380
=====================================================================================================
</TABLE>
See notes to financial statements.
11
<PAGE>
PERICOM SEMICONDUCTOR CORPORATION
STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Years Ended June 30,
-----------------------------------------
1999 1998 1997
------------ ------------ -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C> <C>
Net income $ 6,772 $ 5,164 $ 1,578
Adjustments to reconcile net income to net cash provided by
(used for) operating activities:
Depreciation and amortization 1,601 1,144 966
Loss on disposal of assets --- 10 ---
Equity in net loss of joint venture 288 345 80
Deferred income taxes 278 141 130
Changes in assets and liabilities:
Accounts receivable (4,435) (2,284) (1,423)
Inventories (918) (2,735) (713)
Prepaid expenses and other current assets (429) (4) (67)
Accounts payable 1,178 1,133 1,701
Accrued liabilities (252) 652 (107)
Income taxes payable (3) 64 706
-------------------------------------------
Net cash provided by operating activities 4,080 3,630 2,851
-------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (2,988) (2,857) (2,001)
Purchase of short-term investments (13,054) (25,203) ---
Maturities of short-term investments 12,682 8,145
(Increase) decrease in other assets (49) (260) 56
Advances to joint venture (1,853) (747) (25)
Proceeds from sale of property and equipment --- 4 7
-------------------------------------------
Net cash used for investing activities (5,262) (20,918) (1,963)
-------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock 737 16,495 122
-------------------------------------------
NET INCREASE (DECREASE) IN CASH AND
EQUIVALENTS (445) (793) 1,010
CASH AND EQUIVALENTS:
Beginning of period 8,773 9,566 8,556
-------------------------------------------
End of period $ 8,328 $ 8,773 $ 9,566
===========================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Income taxes $ 3,210 $ 2,381 $ 50
===========================================
SUPPLEMENTAL NONCASH FINANCING ACTIVITIES:
Tax benefit from stock option transactions $ 293 $ 157 ---
===========================================
</TABLE>
See notes to financial statements.
12
<PAGE>
PERICOM SEMICONDUCTOR CORPORATION
NOTES TO FINANCIAL STATEMENTS
FISCAL YEARS ENDED JUNE 30, 1999, 1998 AND 1997
1. BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Pericom Semiconductor Corporation (the "Company") was incorporated in June 1990.
The Company designs, manufactures and markets high performance digital, analog
and mixed-signal integrated circuits used for the transfer, routing, and timing
of digital and analog signals within and between computer, networking, datacom
and telecom systems.
FINANCIAL STATEMENT ESTIMATES -- The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses during the reporting period. Actual results
could differ from those estimates.
CASH EQUIVALENTS -- The Company considers all highly liquid debt instruments
purchased with a remaining maturity of three months or less to be cash
equivalents. The recorded carrying amounts of the Company's cash and cash
equivalents approximate their fair market value.
SHORT-TERM INVESTMENTS -- The Company's policy is to invest in short-term
instruments with investment grade credit ratings. Generally, such investments
have contractual maturities of up to three years. The Company classifies its
short-term investments as "available-for-sale" securities and the cost of
securities sold is based on the specific identification method. As of June 30,
1999 there were no significant differences between the fair market value and the
underlying cost of such investments. At June 30, 1999 short-term investments
consisted of the following:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---------------- ------------------ ---------------------- ----------------
<S> <C> <C> <C> <C>
Corporate bonds and notes $ 4,139,000 --- (33) $ 4,106,000
U.S. government securities 5,992,000 --- (1) 5,991,000
Certificates of deposit 7,299,000 1 --- 7,300,000
------------------------------------------------------------------------------------
$17,430,000 1 (34) $17,397,000
====================================================================================
</TABLE>
INVENTORIES are stated at the lower of cost (first-in, first-out) or market.
PROPERTY AND EQUIPMENT are stated at cost. Depreciation and amortization are
computed using the straight-line method over estimated useful lives of three to
five years.
INVESTMENT IN JOINT VENTURE is accounted for using the equity method (see Note
4).
LONG-LIVED ASSETS -- The Company evaluates long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. The Company's policy is to review the
recoverability of all intangible assets based upon undiscounted cash flows on an
annual basis at a minimum, and in addition, whenever events or changes indicate
that the carrying amount of an asset may not be recoverable.
INCOME TAXES --The Company accounts for income taxes under SFAS No. 109,
"Accounting for Income Taxes," which requires an asset and liability approach to
recording deferred taxes.
13
<PAGE>
STOCK-BASED COMPENSATION -- The Company accounts for stock-based awards to
employees using the intrinsic value method in accordance with Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees."
REVENUE RECOGNITION -- Revenue from product sales is recognized upon shipment.
Estimated costs for sales returns, price protection, stock rotation and other
allowances are accrued in the period that sales are recognized. Domestic
distributors are permitted a return allowance of 10% of their net purchases
every six months. Revenue from design services, included in net revenues, is
recognized on the completion of project milestones set forth in the related
agreements.
FISCAL PERIOD -- The Company's fiscal years in the accompanying financial
statements have been shown as ending on June 30. Fiscal years 1997, 1998 ended
on June 28, 1997 and June 27, 1998, respectively, and each included 52 weeks.
Fiscal year 1999 ended on July 3, 1999 and included 53 weeks.
CONCENTRATION OF CREDIT RISK AND CERTAIN SIGNIFICANT RISKS AND UNCERTAINTIES ---
The Company sells its products primarily to large organizations and generally
does not require its customers to provide collateral or other security to
support accounts receivable. The Company maintains allowances for estimated bad
debt losses.
The Company participates in a dynamic high technology industry and believes that
changes in any of the following areas could have a material adverse effect on
the Company's future financial position or results of operations: advances and
trends in new technologies; competitive pressures in the form of new products or
price reductions on current products; changes in product mix; changes in the
overall demand for products and services offered by the Company; changes in
customer relationships; litigation or claims against the Company based on
intellectual property, patent, product, regulatory or other factors; risks
associated with changes in domestic and international economic and/or political
conditions or regulations; availability of necessary components; and the
Company's ability to attract and retain employees necessary to support its
growth.
COMPREHENSIVE INCOME -- In fiscal year 1999, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
Income", which requires an enterprise to report, by major components and as a
single total, the change in net assets during the period from nonowner sources.
Comprehensive income for the years ended June 30, 1999, 1998 and 1997 have been
disclosed within the statement of shareholders' equity and comprehensive income.
RECENTLY ISSUED ACCOUNTING STANDARDS -- In June 1998, SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities", was issued which defines
derivatives, requires all derivatives be carried at fair value, and provides for
hedging accounting when certain conditions are met. This statement is effective
for all fiscal quarters of fiscal years beginning after June 15, 2000. Although
the Company has not fully assessed the implications of this new statement, the
Company does not believe adoption of this statement will have a material impact
on the Company's financial statements.
RECLASSIFICATIONS -- Certain items in the 1998 and 1997 financial statements
have been reclassified to conform with the 1999 presentation. Such
reclassifications had no impact on net income or sharesholders' equity.
EARNINGS PER SHARE -- Basic earnings per share is based upon the weighted
average number of common shares outstanding. Diluted earnings per share
reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock.
14
<PAGE>
Basic and diluted earnings per share for each of the three years in the period
ended June 30, 1999 are as follows:
<TABLE>
<CAPTION>
Years Ended June 30,
------------------------------------------------
1999 1998 1997
---- ----- ----
<S> <C> <C> <C>
Net income $6,772 $5,164 $1,578
================================================
Computation of common shares outstanding - basic
earnings per share:
Weighted average common stock 9,395 7,083 2,165
================================================
Basic earnings per share $ 0.72 $ 0.73 $ 0.73
================================================
</TABLE>
<TABLE>
<CAPTION>
Computation of common shares outstanding diluted earnings per
share:
<S> <C> <C> <C>
Weighted average common stock 9,395 7,083 2,165
Weighted average preferred shares --- 1,572 4,612
Dilutive options using the treasury stock method 884 757 539
---------------------------------------------------
Shares used in computing diluted earnings per share 10,279 9,412 7,316
===================================================
Diluted earnings per share $ 0.66 $ 0.55 $ 0.22
===================================================
</TABLE>
Options to purchase 571,553 and 224,000 shares of Common Stock at prices ranging
from $2.40 to $3.80 and $8.13 to $9.63 were outstanding as of June 30, 1997 and
1998, respectively, but not included in the computation of diluted net income
per share because the options' exercise prices were greater that the average
market price of the common shares as of such dates and therefore, would be anti-
dilutive under the treasury stock method. There were no anti-dilutive options
at June 30, 1999.
2. INVENTORIES
Inventories consist of (in thousands):
<TABLE>
<CAPTION>
As of June 30,
-------------------------------
1999 1998
------------- ------------
<S> <C> <C>
Finished goods $2,620 $1,752
Work-in-process 5,972 5,671
Raw materials 1,243 1,494
-------------------------------
$9,835 $8,917
===============================
</TABLE>
15
<PAGE>
3. PROPERTY AND EQUIPMENT
Property and equipment consist of (in thousands):
<TABLE>
<CAPTION>
As of June 30,
----------------------------------
1999 1998
-------------- ---------------
<S> <C> <C>
Machinery and equipment $ 5,705 $ 4,336
Computer equipment and software 3,631 2,101
Furniture and fixtures 413 332
Leasehold improvements 332 137
Construction-in-progress 1,383 1,881
----------------------------------
Total 11,464 8,787
Accumulated depreciation and amortization (4,955) (3,666)
----------------------------------
Property and equipment - net $ 6,509 $ 5,121
==================================
</TABLE>
Construction-in-progress is primarily implementation costs of an enterprise-wide
EDP system that is not fully in use, leasehold improvements in process, and
machinery and equipment that has not been accepted.
4. INVESTMENT IN JOINT VENTURE
In fiscal 1994, the Company purchased 1,500,000 shares of Series A Convertible
Preferred Stock issued by Pericom Technology, Inc. ("PTI") for $750,000 (an
18.4% equity investment). Such preferred stock is convertible at the option of
the Company into 1,500,000 shares of PTI common stock, does not bear dividends,
has a liquidation preference up to the purchase price and votes based on the
number of common shares into which it is convertible. PTI was incorporated in
1994 and in 1995 established a design center and sales office to pursue
opportunities and participate in joint ventures in China. The investment in PTI
is accounted for using the equity method due to the Company's significant
influence over its operations. In addition, several of the directors of the
Company are also directors of PTI, and certain shareholders of the Company are
also shareholders of PTI. During the years ended June 30, 1997, 1998 and 1999,
the Company sold $39,000, $61,000 and $65,000, respectively, in services to PTI.
During the years ended June 30, 1998 and 1999 the Company purchased $61,000 and
$72,000 in services from PTI, respectively. At June 30, 1997, 1998 and 1999,
$99,000, $846,000 and $2,611,000, respectively, was owed to the Company by PTI
for reimbursement of certain administrative expenses incurred by the Company on
behalf of PTI and for advances made to PTI by the Company. Advances from the
Company to PTI are guaranteed by the individual shareholders of PTI. Condensed
financial information of the joint venture at June 30, 1999 is as follows (in
thousands):
<TABLE>
<S> <C>
Total assets $ 2,065
Total liabilities 2,815
Total equity (750)
Revenue $ 531
Cost of revenues 229
------------------
Gross profit 302
Expenses 1,741
------------------
Operating Loss (1,439)
Interest and other income/(expense) (77)
------------------
Net loss $(1,516)
==================
</TABLE>
16
<PAGE>
5. ACCRUED LIABILITIES
Accrued liabilities consist of (in thousands):
<TABLE>
<CAPTION>
As of June 30,
-------------------------------
1999 1998
------------ -------------
<S> <C> <C>
Accrued compensation $ 908 $1,059
External sales representative commissions 572 636
Other accrued expenses 124 160
-------------------------------
$1,604 $1,855
===============================
</TABLE>
6. SHAREHOLDERS' EQUITY
In October 1997, the Company completed an initial public offering of 2,000,000
shares of its common stock (selling shareholders sold an additional 500,000
shares in the offering) at a price of $9.00 per share. Concurrent with the
offering, 9,225,000 shares of convertible preferred stock were converted, at a
2-for-1 ratio, into 4,612,000 shares of common stock.
PREFERRED STOCK
The number of shares of preferred stock authorized to be issued is 5,000,000.
The Board of Directors is authorized to issue the preferred stock from time to
time in one or more series and to fix the rights, privileges and restrictions of
the shares of such series. As of June 30, 1999, no shares of preferred stock
were outstanding.
STOCK OPTION PLANS
Under the Company's 1990 Stock Option Plan and 1995 Stock Option Plans,
incentive and nonqualified stock options to purchase up to 3,480,029 shares of
common stock have been reserved at June 30, 1999 for issuance to employees,
officers, directors, independent contractors and consultants of the Company.
The options may be granted at not less than the fair value, as determined by the
Board of Directors, and not less than 85% of the fair value on grant date for
incentive stock options and nonqualified stock options, respectively. Options
vest over periods of up to 48 months as determined by the Board. Options granted
under the Plans expire 10 years from grant date.
17
<PAGE>
Activity in the Company's option plans is summarized below:
<TABLE>
<CAPTION>
Weighted
Average
Exercise
Shares Price
-------------- ------------
<S> <C> <C>
Balance June 30, 1996 (698,956 exercisable at a weighted average
price of $0.84) 1,204,969 1.56
Granted (weighted average fair value
of $0.94 per share) 488,825 2.48
Exercised (180,700) 0.64
Canceled (316,479) 3.08
--------------------------------
Balance June 30, 1997 (698,308 exercisable at a weighted average 1,196,615 1.70
price of $1.14)
Granted (weighted average fair value
of $2.59 per share) 835,539 6.34
Exercised (299,314) 0.97
Canceled (138,516) 3.33
--------------------------------
Balance June 30, 1998 (639,000 exercisable at a weighted average 1,594,324 4.13
price of $2.05)
Granted (weighted average fair value
of $4.23 per share) 1,292,675 6.21
Exercised (137,904) 2.06
Canceled (826,250) 7.14
--------------------------------
Balance, June 30, 1999 1,922,845 $4.40
================================
</TABLE>
At June 30, 1999, 658,908 shares were available for future issuance under the
option plans.
In fiscal 1997, the Company canceled options to purchase 160,700 shares of
common stock with an exercise price of $3.80 per share and issued replacement
options with an exercise price of $2.40 per share.
In fiscal 1999, the Company canceled options to purchase 638,975 shares of
common stock with exercise prices ranging from $5.25 to $9.63 per share and
issued replacement options with an exercise price of $4.80 per share.
Additional information regarding options outstanding as of June 30, 1999 is as
follows:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
----------------------- -------------------
Weighted
Average Weighted Weighted
Range of Remaining Average Average
Exercise Number Contractual Exercise Number Exercise
Prices Outstanding Life (Years) Price Exercisable Price
- ------------------ ----------- ------------ -------- ----------- -------------------
<S> <C> <C> <C> <C> <C>
$0.20 - 1.44 294,597 5.14 $0.96 294,597 $0.96
$2.40 - 4.00 398,142 7.39 2.97 276,024 2.94
$4.40 - 4.69 197,250 8.09 4.41 99,324 4.40
$4.80 610,656 8.72 4.80 165,022 4.80
$4.88 - 6.75 209,700 9.06 6.25 43,657 6.37
$7.06 - $12.44 212,500 9.74 8.89 6,293 8.78
- ----------------------------------------------------------------------------------------------
$0.20 - 12.44 1,922,845 7.98 $4.40 884,917 $3.00
==============================================================================================
</TABLE>
18
<PAGE>
1997 EMPLOYEE STOCK PURCHASE PLAN
In 1997, the Company approved the 1997 Employee Stock Purchase Plan (the "Stock
Purchase Plan"), which allows eligible employees of the Company to purchase
shares of Common Stock through payroll deductions. A total of 300,000 shares of
the Company's Common Stock has been reserved for issuance under the Stock
Purchase Plan. The Stock Purchase Plan permits eligible employees to purchase
Common Stock at a discount through payroll deductions, during 24-month purchase
periods, except that the first purchase period will be 27 months. Each purchase
period will be divided into eight consecutive three-month accrual periods,
except that the first accrual period will be six months. The price at which
stock is purchased under the Stock Purchase Plan is equal to 85% of the fair
market value of the Common Stock on the first day of the purchase period or the
last day of the accrual period, whichever is lower. The initial purchase period
commenced upon the effective date of the Company's initial public offering of
Common Stock in October 1997 and will end on January 30, 2000. The maximum
number of shares of Common Stock that any employee may purchase under the Stock
Purchase Plan during any accrual period is 500 shares. During fiscal year 1998
and 1999, respectively, the Company issued 28,829 and 94,938 shares of common
stock under the Stock Purchase Plan at a weighted average price of $7.11 and
$4.78 per share, respectively. The weighted average fair value of the fiscal
1998 and 1999 awards was $2.99 and $2.30 per share, respectively.
ADDITIONAL STOCK PLAN INFORMATION
As discussed in Note 1, the Company continues to account for its stock-based
awards using the intrinsic value method in accordance with Accounting Principles
Board No. 25, "Accounting for Stock Issued to Employees," and its related
interpretations. Accordingly, no compensation expense has been recognized in the
financial statements for employee stock arrangements.
SFAS No. 123, "Accounting for Stock-Based Compensation," (SFAS 123), requires
the disclosure of pro forma net income as if the Company had adopted the fair
value method as of the beginning of fiscal 1996. Under SFAS 123, the fair value
of stock-based awards to employees is calculated through the use of option
pricing models, even though such models were developed to estimate the fair
value of freely tradable, fully transferable options without vesting
restrictions, which significantly differ from the terms of the Company's stock
option awards. These models also require subjective assumptions, including
expected time to exercise, which greatly affect the calculated values. The
Company's calculations were made using the Black-Scholes option pricing model
with the following weighted average assumptions for the Company's stock option
grants:
<TABLE>
<CAPTION>
1999 1998 1997
--------------------- -------------------- ---------------------
<S> <C> <C> <C>
Expected life 5 years 5 years 5 years
Risk-free interest rate 5.25% 5.5% 6.3%
Volatility 83% 75% ---
Dividend yield 0.00% 0.00% 0.00%
</TABLE>
The following weighted average assumptions are included in the estimated grant
date fair value calculations for rights to purchase stock under the Stock
Purchase Plan:
<TABLE>
<CAPTION>
1999 1998
--------------------- --------------------
<S> <C> <C>
Expected life 3 months 3-6 months
Risk-free interest rate 4.3-4.7% 5.5%
Volatility 66%-88% 76%
Dividend yield 0.00% 0.00%
</TABLE>
19
<PAGE>
PRO FORMA NET INCOME AND EARNINGS PER SHARE
Had the Company amortized to expense the computed fair values of the 1999, 1998
and 1997 awards under the 1990 Stock Option Plan, 1995 Stock Option Plan and
Employee Stock Purchase Plan, the Company's pro forma net income and earnings
per share for the three fiscal years in the period ended June 30, 1999 would
have been as follows:
<TABLE>
<CAPTION>
1999 1998 1997
---------- ---------- ----------
<S> <C> <C> <C>
Pro forma net income $5,734,000 $4,863,000 $1,398,000
Pro forma earnings per share:
Basic earnings per share $ 0.61 $ 0.69 $ 0.65
Diluted earnings per share $ 0.56 $ 0.52 $ 0.19
</TABLE>
However, the impact of outstanding nonvested stock options granted prior to
fiscal 1996 has been excluded from the pro forma calculation; accordingly, the
1997 and 1998 pro forma adjustments are not indicative of future period pro
forma adjustments, when the calculation will apply to all applicable stock
options.
7. INCOME TAXES
The provision for income taxes consists of (in thousands):
<TABLE>
<CAPTION>
Fiscal Year Ended June 30,
-------------------------------------------
1999 1998 1997
-------------------- -------------------- --------------------
<S> <C> <C> <C>
Federal:
Current $2,774 $2,256 $ 652
Deferred 235 174 104
--------------------------------------------------------------------
3,009 2,430 756
State:
Current 143 75 (5)
Deferred 43 (33) 26
--------------------------------------------------------------------
186 42 21
Charge is lieu of taxes attributable to employee
stock plans 293 157 ---
--------------------------------------------------------------------
Provision for income taxes $3,488 $2,629 $ 777
====================================================================
</TABLE>
A reconciliation between the Company's effective tax rate and the U.S. statutory
rate is as follows:
<TABLE>
<CAPTION>
Fiscal Year Ended June 30,
-----------------------------------
1999 1998 1997
------------------ ----------------- ---------------
<S> <C> <C> <C>
Tax at federal statutory rate 35.0% 35.0% 35.0%
State income taxes, net of federal benefit 1.5 2.7 (0.3)
Research and development tax credits (2.7) (2.9) (7.1)
Other .2 (1.1) 5.4
---------------------------------------------------------
Provision for income taxes 34.0 % 33.7% 33.0%
==========================================================
</TABLE>
20
<PAGE>
The components of the net deferred tax assets (liabilities) were as follows (in
thousands):
<TABLE>
<CAPTION>
As of June 30,
-----------------------------------
1999 1998
----------------- ---------------
<S> <C> <C>
Deferred tax assets:
Accruals and reserves recognized in different periods $ 356 $ 410
Other 96 113
452 523
-------------------------------------
Deferred tax liabilities:
Tax basis depreciation (172) (259)
Capitalized research and development costs (404) (207)
Other (144) (47)
-----------------------------------
(720) (513)
-----------------------------------
Net deferred tax assets (liabilities) $(268) $ 10
=====================================
</TABLE>
8. LEASES
The Company leases certain facilities under operating leases through July 2004,
with two options to extend for an additional three years each upon termination
of the original, and extended, lease term. The future minimum operating lease
commitments at June 30, 1999 are as follows (in thousands):
<TABLE>
<CAPTION>
Fiscal Year:
<S> <C>
2000 $ 632
2001 700
2002 900
2003 928
2004 957
2005 81
------------------
$4,198
==================
</TABLE>
Rent expense for operating leases for the years ended June 30, 1999, 1998 and
1997 was $623,000, $481,000 and $366,000, respectively.
9. CONTINGENCIES
The semiconductor industry is characterized by frequent claims and related
litigation regarding patent and other intellectual property rights. The Company
settled the only outstanding claim of this nature in fiscal 1999 without
material adverse effect on the Company's financial position or results of
operations.
10. INDUSTRY AND SEGMENT INFORMATION
In fiscal year 1999, the Company adopted SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information", which establishes annual and
interim reporting standards for an enterprise's business segments and related
disclosures about its products, services, geographical areas and major
customers. The Company operates in one reportable segment.
21
<PAGE>
11. MAJOR CUSTOMERS AND GEOGRAPHIC OPERATING INFORMATION
In fiscal 1999 one customer represented 14% of net revenues, and three customers
each represented 11% of trade accounts receivable at June 30, 1999. In fiscal
1998, one customer accounted for 11% of net revenues and three customers
represented 12%, 11%, and 10% of trade accounts receivable, respectively, at
June 30, 1998. In fiscal 1997, two customers accounted for 17% and 14% of net
revenues, respectively, and two customers represented 12% and 11% of trade
accounts receivable, respectively, at June 30, 1997.
<TABLE>
<CAPTION>
Fiscal Year Ended June 30,
---------------------------
1999 1998 1997
----------------- ---------------- -----------------
<S> <C> <C> <C>
Net sales to geographic regions:
United States $31,094 $27,059 $20,895
Europe 4,784 4,920 3,648
Asia 23,919 17,219 8,623
-----------------------------------------------------------
Total Net Sales $59,797 $49,198 $33,166
===========================================================
</TABLE>
12. EMPLOYEE BENEFIT PLAN
The Company has a 401(k) tax-deferred savings plan under which eligible
employees may elect to have a portion of their salary deferred and contributed
to the plan. Employer matching contributions are determined by the Board of
Directors and are discretionary. There were no employer matching contributions
in fiscal 1999, 1998 or 1997.
22
<PAGE>
QUARTERLY FINANCIAL DATA
(Amounts in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
------------------
June 30 Mar 31 Dec 31 Sep 30 June 30 Mar 31 Dec 31 Sep 30
1999 1999 1998 1998 1998 1998 1997 1997
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net revenues $15,987 $14,754 $14,510 $14,546 $13,314 $12,512 $11,974 $11,398
Cost of revenues 9,298 8,585 8,634 8,967 7,888 7,418 7,140 6,839
--------------------------------------------------------------------------------
Gross profit 6,689 6,169 5,876 5,579 5,426 5,094 4,834 4,559
Operating expenses:
Research and development 1,601 1,565 1,455 1,355 1,327 1,300 1,269 1,169
Selling, general and
administrative 2,561 2,227 2,292 2,095 1,841 2,005 1,991 1,956
--------------------------------------------------------------------------------
Total operating expenses 4,162 3,792 3,747 3,450 3,168 3,305 3,260 3,125
--------------------------------------------------------------------------------
Income from operations 2,527 2,377 2,129 2,129 2,258 1,789 1,574 1,434
Other income (expense), net 264 270 298 266 162 260 223 93
--------------------------------------------------------------------------------
Income before income taxes 2,791 2,647 2,427 2,395 2,420 2,049 1,797 1,527
Provision for income taxes 949 900 825 814 856 676 593 504
--------------------------------------------------------------------------------
Net income $ 1,842 $ 1,747 $ 1,602 $ 1,581 $ 1,564 $ 1,373 $ 1,204 $ 1,023
================================================================================
Basic earnings per share $ 0.19 $ 0.19 $ 0.17 $ 0.17 $ 0.17 $ 0.15 $ 0.17 $ 0.33
================================================================================
Diluted earnings per share $ 0.18 $ 0.17 $ 0.16 $ 0.16 $ 0.16 $ 0.14 $ 0.13 $ 0.12
================================================================================
Shares used in computing basic
earnings per share 9,500 9,414 9,355 9,311 9,204 9,083 6,926 3,122
================================================================================
Share used in computing diluted
earnings per share 10,439 10,516 10,193 9,967 10,040 10,007 9,390 8,210
================================================================================
</TABLE>
COMMON STOCK PRICE RANGE
The Common Stock of the Company began trading publicly on the Nasdaq National
Market on October 31, 1997 under the symbol PSEM. Prior to that date, there was
no public market for the Common Stock. The Company has not paid cash dividends
and has no present plans to do so. It is the policy of the Company to reinvest
earnings of the Company to finance expansion of the Company's operations, and
the Company does not expect to pay dividends in the foreseeable future. The
following table sets forth for the periods indicated the high and low sale
prices of the Common Stock on the Nasdaq National Market. As of June 30, 1999
there were over 2,000 holders of record of the Company's Common Stock.
<TABLE>
<CAPTION>
High Low
---- ---
Fiscal year ended June 30, 1998:
<S> <C> <C>
Second Quarter (from October 31, 1997) $10.38 $6.13
Third Quarter 10.50 6.00
Fourth Quarter 10.25 5.88
Fiscal year ended June 30, 1999:
First Quarter 8.75 4.32
Second Quarter 11.81 4.19
Third Quarter 14.13 6.88
Fourth Quarter 11.63 6.13
</TABLE>
23
<PAGE>
CORPORATION INFORMATION
<TABLE>
<CAPTION>
<S> <C> <C>
BOARD OF DIRECTORS Alex Chi-Ming Hui Chief Executive Officer, President and Chairman
of the Board of Directors
Chi-Hung (John) Hui, Ph.D. (1) Vice President, Technology and Director
Hau L. Lee, Ph.D. (1) Director
Millard (Mel) Phelps (1) Director
Tay Thiam Song (2) Director
Jeffery Young (2) Director
EXECUTIVE OFFICERS Patrick B Brennan Vice President, Finance and Administration
Tat C. Choi, Ph.D. Vice President, Design Engineering
Mark Downing Vice President, Marketing
John K. Stahl Vice President, Sales
Daniel W. Wark Vice President, Operations
</TABLE>
(1) Member of Audit Committee.
(2) Member of Compensation Committee.
LEGAL MATTERS Questions regarding legal matters should be directed
to: Patrick B. Brennan, Vice President, Finance and
Administration
LEGAL COUNSEL Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, California 94304-1018
(650) 813-5600
INDEPENDENT Deloitte & Touche LLP
ACCOUNTANTS 60 South Market Street, Suite 800
San Jose, California 95113-2303
(408) 998-4000
CORPORATE 2380 Bering Drive Tel: (408) 435-0800
OFFICE San Jose, California 95131 Fax (408) 435-1100
Website Address:www.pericom.com
REGISTRAR AND BankBoston, N.A.
TRANSFER AGENT c/o BostonEquiserve, L.P.
P.O. Box 8040
Boston, Massachusetts 02266-8040
http://www.EquiServe.com
(781) 575-2000
ANNUAL MEETING The annual meeting of shareholders for Pericom Semiconductor
Corporation will be on Tuesday, December 14, 1999, at 3:00
P.M., local time at the Company's premises, 2380 Bering
Drive, San Jose, California 95131.
COMMON STOCK Pericom Semiconductor Corporation's Common Stock is traded
on the NASDAQ National Market under the symbol "PSEM".
FORM 10-K A copy of the Corporation's Annual Report on Form 10-K, as
filed with the Securities and Exchange Commission, will be
made available without charge to all shareholders upon
written request to the Company. Direct requests to the
attention of the Chief Financial Officer at the corporate
office listed above.
24
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
Pericom Semiconductor Corporation:
We consent to the incorporation by reference in Registration Statement No. 333-
51229 of Pericom Semiconductor Corporation on Form S-8 of our reports dated July
23, 1999, included and incorporated by reference in this Annual Report on Form
10-K of Pericom Semiconductor Corporation for the year ended June 30, 1999.
DELOITTE & TOUCHE LLP
San Jose, California
September 27, 1999
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> JUN-30-1999
<CASH> 8,328
<SECURITIES> 17,397
<RECEIVABLES> 12,635
<ALLOWANCES> 2,570
<INVENTORY> 9,835
<CURRENT-ASSETS> 46,563
<PP&E> 11,464
<DEPRECIATION> 4,955
<TOTAL-ASSETS> 55,925
<CURRENT-LIABILITIES> 8,921
<BONDS> 0
0
0
<COMMON> 25,600
<OTHER-SE> 20,780
<TOTAL-LIABILITY-AND-EQUITY> 55,925
<SALES> 59,797
<TOTAL-REVENUES> 59,797
<CGS> 35,484
<TOTAL-COSTS> 50,635
<OTHER-EXPENSES> 288
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 10,260
<INCOME-TAX> 3,488
<INCOME-CONTINUING> 6,772
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,772
<EPS-BASIC> 0.72
<EPS-DILUTED> 0.66
</TABLE>
