UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
[ ] TRANSITION REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Transition Period from _______________ TO _______________.
333-59133
(Commission File Numbers)
V3 SEMICONDUCTOR, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
NEVADA 3674
(State or other jurisdiction of (Primary Standard Industrial
incorporation or organization) Classification Code Number)
</TABLE>
250 Consumers Road, Suite 901
North York, Ontario
Canada M2J 4V6
(Address of principal executive offices)
(416) 497-8884
(Registrants' telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrants (1) have 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
Registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. YES [ X ] NO[ ]
As of March 31, 2000, 5,942,287 shares of Common Stock, par value $.001 per
share, of V3 Semiconductor, Inc. were issued and outstanding.
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C> <C> <C> <C> <C>
Consolidated Balance Sheet as of March 31, 2000 and September 30, 1999 3
Consolidated Statement of Operations for the three months ended March 31, 2000
and March 31, 1999. 4
Consolidated Statement of Operations for the six months ended March 31, 2000 and
March 31, 1999. 4
Consolidated Statement of Changes in Shareholders' Equity for the period ended
March 31, 2000 5
Consolidated Statement of Cash Flows for the six months ended March 31, 2000 and
March 31, 1999 6
Notes to Consolidated Financial Statements 7-8
</TABLE>
<PAGE>
v3 semiconductor, inc.
Consolidated Balance Sheets
(Stated in United States dollars)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
March 31, September 30,
- ------------------------------------------------------------------------------------------------------------------------------------
2000 1999
- ------------------------------------------------------------------------------------------------------------------------------------
(unaudited)
Assets
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 4,886,333 $ 4,474,174
Accounts receivable, net of allowance for doubtful
accounts of $19,222; $16,532 at September 30, 1999 1,656,983 1,447,455
Inventories 231,313 53,873
Prepaid expenses 101,458 163,908
- ------------------------------------------------------------------------------------------------------------------------------------
6,876,087 6,139,410
Capital assets 1,149,199 1,099,606
- ------------------------------------------------------------------------------------------------------------------------------------
$ 8,025,286 $ 7,239,016
- ------------------------------------------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 494,375 $ 801,685
Accrued liabilities 117,750 145,532
Capital taxes payable 12,925 12,806
- ------------------------------------------------------------------------------------------------------------------------------------
625,050 960,023
Shareholders' equity:
Capital stock:
Preferred shares:
Authorized 10,000,000; no shares issued
and outstanding - -
Special shares:
Authorized 3,400,000; no shares issued and - -
outstanding
Common shares:
Authorized 50,000,000; 5,942,287 shares issued and
outstanding at March 31, 2000; 5,743,664
issued and outstanding at September 30, 1999 5,942 5,743
Additional paid-in capital 7,463,327 6,675,572
- ------------------------------------------------------------------------------------------------------------------------------------
7,469,269 6,681,315
Cumulative translation adjustment (2,401) (14,465)
Deficit (66,632) (387,857)
- ------------------------------------------------------------------------------------------------------------------------------------
7,400,236 6,278,993
- ------------------------------------------------------------------------------------------------------------------------------------
$ 8,025,286 $ 7,239,016
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
V3 semiconductor, inc.
Consolidated Statements of Operations - unaudited
(Stated in United States dollars)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Three months ended Six months ended
March 31, March 31,
2000 1999 2000 1999
- ------------------------------------------------------------------------------------------------------------------------------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Sales $ 2,317,915 $ 1,607,830 $ 4,325,349 $ 2,987,067
Cost of goods sold 674,310 476,382 1,201,245 862,031
- ------------------------------------------------------------------------------------------------------------------------------------
1,643,605 1,131,448 3,124,104 2,125,036
Other income 51,460 63,761 100,471 129,510
Expenses:
Selling, general and administrative 883,470 617,025 1,544,853 1,267,309
Research and development 330,971 414,842 706,930 672,193
Depreciation and amortization 91,946 61,245 177,219 88,877
Rent and utilities 36,465 32,110 72,317 65,980
Bank charges and interest 394 1,266 729 2,217
- ------------------------------------------------------------------------------------------------------------------------------------
1,343,246 1,126,488 2,502,048 2,096,576
- ------------------------------------------------------------------------------------------------------------------------------------
Income before provision for income taxes 351,819 68,721 722,527 157,970
Provision for income taxes 197,093 19,000 401,302 46,000
- ------------------------------------------------------------------------------------------------------------------------------------
197,093 19,000 401,302 46,000
- ------------------------------------------------------------------------------------------------------------------------------------
Net income $ 154,726 $ 49,721 $ 321,225 $ 111,970
- ------------------------------------------------------------------------------------------------------------------------------------
Net income per share:
Basic $ 0.03 $ 0.01 $ 0.05 $ 0.02
Diluted $ 0.02 $ 0.01 $ 0.05 $ 0.02
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
V3 semiconductor, inc.
Consolidated Statements of Changes in Shareholders' Equity - unaudited
(Stated in United States dollars)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Additional Total share
Paid-in capital capital and Retained
special shares additional earnings Cumulative Total
Common shares and paid-in (accumulated translation shareholders'
Shares Par value common shares capital deficit) adjustment equity (deficit)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, September 30, 1999 5,743,664 $ 5,743 $6,675,572 $6,681,315 $ (387,857) $(14,465) $6,278,993
Changes during the period:
Net income - - - - 321,225 - 321,225
Translation adjustment - - - - - 12,064 12,064
Issuance of capital stocks 198,623 199 787,755 787,954 - - 787,954
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2000 5,942,287 $ 5,942 $7,463,327 $7,469,269 $ (66,632) $ (2,401) $7,400,236
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
V3 semiconductor, inc.
Consolidated Statements of Cash Flows - unaudited
(Stated in United States dollars)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Six months ended
March 31,
2000 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Operating activities:
<S> <C> <C>
Net income (loss) $ 321,225 $ 111,970
Add items not involving cash:
Depreciation and amortization 177,219 88,877
Deferred revenue - (84,533)
Changes in working capital balances
Accounts receivable (209,528) (584,651)
Income taxes payable 119 (3,976)
Inventories (177,440) (23,399)
Prepaid expenses 62,450 23,039
Accounts payable (307,310) (56,526)
Accrued liabilities (27,782) (33,482)
- ------------------------------------------------------------------------------------------------------------------------------------
Total cash used in operating activities (161,047) (562,681)
Investing activities:
Additions to capital assets (226,812) (502,283)
- ------------------------------------------------------------------------------------------------------------------------------------
Total cash used in investing activities (226,812) (502,283)
Financing activities:
Issuance of capital stock 787,954 28,950
- ------------------------------------------------------------------------------------------------------------------------------------
Total cash provided by financing activities 787,954 28,950
- ------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents 400,095 (1,036,014)
Effect of currency translation adjustments on cash 12,064 (11,100)
Cash and cash equivalents, beginning of period 4,474,174 4,821,556
- ------------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 4,886,333 $ 3,774,442
- ------------------------------------------------------------------------------------------------------------------------------------
Cash paid for:
Interest $ - $ 713
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
V3 semiconductor, inc.
Notes to the Consolidated Financial Statements - unaudited
1. Basis of presentation:
In the opinion of management, the unaudited consolidated financial
statements of V3 Semiconductor, Inc. (the Company) included herein have
been prepared on a consistent basis with the September 30, 1999 audited
consolidated financial statements and include all material adjustments,
consisting of normal recurring adjustments, necessary to fairly present
the information set forth therein. These interim financial statements
should be read in conjunction with the September 30, 1999 audited
consolidated financial statements and notes thereto. The Company's
results of operations for the first six months of 2000 are not
necessarily indicative of future operating results.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the amounts reported in the financial statements
and accompanying notes. Actual results could differ materially from those
estimates.
2. Earnings per share:
Net income per share has been calculated using the weighted average
number of common and special shares outstanding during the periods.
Special shares have been included in the weighted average number of
shares outstanding as the special shares are exchangeable into common
shares of the Company.
Application of the provisions of Statement of Financial Accounting
Standards No. 128 results in disclosure of two income per share measures,
basic and diluted, on the face of the consolidated statement of income.
The reconciliation of shares used to calculate basic and diluted earnings
per share is as follows:
<TABLE>
<CAPTION>
Three months ended Six months ended
March 31, March 31,
2000 1999 2000 1999
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net income $154,726 $ 49,721 $ 321,225 $ 111,970
Shares used in basic earnings
per share computations
weighted average common and
special shares outstanding 5,798,277 5,727,496 5,798,277 5,522,694
- ------------------------------------------------------------------------------------------------------------------------------------
<PAGE>
V3 semiconductor, inc.
Notes to the Consolidated Financial Statements - unaudited
Effect of dilutive securities:
Dilutive shares contingently
issuable upon the exercise
of stock options and warrants 1,053,266 735,364 1,063,291 650,595
Shares assumed to have been purchased
for treasury with assumed proceeds
from the exercise of stock options and
warrants (372,210) (1,007,239) (470,760) (978,904)
- ------------------------------------------------------------------------------------------------------------------------------------
Average shares outstanding
- assuming dilution 6,479,333 5,255,621 6,390,808 5,194,384
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
3. Capital stock:
The authorized capital stock of the Company consists of: 50,000,000
common shares with a par value of $.001 each, 10,000,000 preferred
shares, which may be issued in different series and whose rights and
privileges are to be determined at the time of issue, and 3,400,000
special shares with a par value of $0.0005 each. The special shares are
voting, are not entitled to any dividends and can not be transferred
without the consent of the Board of Directors.
The holders of the special shares are able to exchange one special share
together with one preferred share of V3 Semiconductor Corp. for one
common share of the Company.
(a)Stock option plan:
During the three months ended March 31, 2000, the shareholders
approved the 2000 Employee Stock Option Plan ("ESOP") and the 2000
Employee Stock Purchase Plan ("ESPP"). Pursuant to these plans,
750,000 common shares are reserved for issue to eligible individuals
under the ESOP and 200,000 common shares are reserved for issue to
eligible individuals under the ESPP.
A total of 130,000 share options were granted and approved by the
board of directors during the three months ended March 31, 2000 which
expire between January 2010 and March 2010. Of this total, 40,000
options were granted to the members of the board of directors and
10,000 options were granted to a Board advisor. Thirty thousand
(30,000) of the granted options were granted pursuant to the 1999
stock option plan and the remaining balance of 100,000 were granted
pursuant to the 2000 stock option plan. The exercise price of the
options granted ranges from $12.75 to $31.47 per share.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The statements contained in this Report that are not historical are
forward-looking statements, including statements regarding the Company's
expectations, intentions, beliefs or strategies regarding the future.
Forward-looking statements include the Company's statements regarding liquidity,
anticipated cash needs and availability and anticipated expense levels. All
forward-looking statements included in this Report are based on information
available to the Company on the date hereof, and the Company assumes no
obligation to update any such forward-looking statement. It is important to note
that the Company's actual results could differ materially from those in such
forward-looking statements. Additionally, the following discussion and analysis
should be read in conjunction with the Financial Statements and notes thereto
appearing elsewhere in this Report. The discussion is based upon such Financial
Statements which have been prepared in accordance with U.S. Generally Accepted
Accounting Principles and are presented in United States dollars ($).
General
The Company designs and markets high performance peripheral and core
silicon products for the Embedded Systems market. The Company's products are
co-peripherals to microprocessors manufactured by third parties such as Intel
Corporation, Motorola Corporation, International Business Machine, Hitachi
Semiconductor of America, Quantum Effect Design, Texas Instruments, Integrated
Device Technology and Advanced Micro Devices. The principal product lines fall
into three categories: Burst DRAM and SDRAM Memory Controllers (BMC, PDC and SDC
families), System Controllers (SSC and USC families) and PCI Bridge Controllers
(PSC, PBC, EPC, USC and HPC families). These products are used in applications
such as servers, communication routers, data switches, mass storage controllers,
modems, facsimiles and imaging equipment, telecommunications switching
equipment, networking controllers, instrumentation, industrial tools and
consumer appliances.
<PAGE>
Results of Operations
Three months ended March 31, 2000 compared to three months ended March
31,1999 and six months ended March 31, 2000 compared to six months ended March
31, 1999.
Overview
The following table sets forth, for the periods indicated, certain
items in the Company's Consolidated Statement of Operations expressed as a
percentage of sales:
<TABLE>
<CAPTION>
Three months ended Six months ended
March 31, March 31,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Sales 100.0% 100.0% 100% 100%
Gross Profit 70.9 70.4 72.2 71.1
Other Income 2.2 4.0 2.3 4.3
R&D Expenditures(1) 21.1 27.0 24.1 24.0
Selling, General & Administrative 43.7 44.3 41.5 47.7
Net Income 6.7 3.1 7.4 3.7
</TABLE>
(1) The R&D expenditures are expressed before applying R&D tax credits of
$157,467 during the three months ended March 31, 2000, $19,000 during
the three months ended March 31, 1999, $334,478 during the first six
months of fiscal 2000 and $46,000 in the first six months of fiscal
1999.
Sales
Sales for the three months and six months ended March 31, 2000 were
$2,317,915 and $4,325,349, representing increases of 44.2% and 44.8%,
respectively, over sales of $1,607,830 and $2,987,067 for the three months and
six months ended March 31, 1999, respectively. The sales increase was
attributable to an increase in the number of design wins shipping in production
volumes. Sales of the PBC and SSC devices increased by 114.6% and 142.2%
respectively, for the three months ended March 31, 2000 compared to the three
months ended March 31, 1999, and increased 42.2% and 129.3%, respectively, for
the six months ended March 31, 2000 compared to the six months ended March 31,
1999. The BMC and EPC increased by 21.2% and 38.3% respectively for the six
months ended March 31, 2000 compared to the six months ended March 31, 1999. The
USC devices were first introduced in 1998 and generated revenue for the six
months ended March 31, 2000 of $224,878. We expect the sales for this product to
increase as more design wins start to ship in production volumes.
<PAGE>
Gross Profit
Gross profit for the three months and six months ended March 31, 2000
were $1,643,605 and $3,124,104, representing increases of 45.3% and 47.0%,
respectively, over gross profit of $1,131,448 and $2,125,036 for the three
months and six months ended March 31, 1999, respectively. Gross profit, as a
percentage of sales, was 70.9% and 72.2% for the three months and six months
ended March 31, 2000, respectively, as compared to 70.4% and 71.1% for the three
months and six months ended March 31, 1999. The slight increase in gross margin
is a reflection of the reduced product costs negotiated with the manufacturing
subcontractors and an increase in the number of design wins of the newer devices
(PDC, SDC, USC) that are shipping in pre-production volumes. As the number of
volume transactions increases, gross margin is expected to level off and decline
slightly.
Other Income
Included in other income is royalty income and interest income. Other
income for the three months and six months ended March 31, 2000 was $51,460 and
$100,471 respectively. This represents a decrease of 19.3% and 22.4%,
respectively, over other income of $63,761 and $129,510 for the three months and
six months ended March 31, 1999, respectively.
Other income, as a percentage of sales, was 2.2% and 2.3% for the
three months and six months ended March 31, 2000, respectively. The comparable
percentages for the three months and six months ended March 31, 1999 were 4.0%
and 4.3%.
Interest generated on short-term investments, as a percentage of other
income, was 88.0% and 86.8% for the three months and six months ended March 31,
2000, respectively.
Royalty income for the three months and six months ended March 31, 2000
was $6,188 and $13,124 representing a decrease of 48.8% and 58.3% respectively
over the royalty income of $18,267 and $39,014 for the three months and six
months ended March 31, 1999, respectively. This decrease was a result of reduced
royalty payments from National Semiconductor.
Research & Development ("R&D") Expenditures
R&D expenditures for the three months and six months ended March 31,
2000 were $488,438 and $1,041,408, representing increases of 12.6% and 45.0%,
respectively, over R&D expenditures of $433,842 and $718,193 for the three
months and six months ended March 31, 1999, respectively. R&D expenditures are
stated before applying R&D tax credits of $157,467 and $334,478 for the three
months and six months ended March 31, 2000, respectively, and $19,000 and
$46,000 for the three months and six months ended March 31, 1999, respectively.
R&D expenditures, as a percentage of sales, were 21.1% and 24.1% for the three
months and six months ended March 31, 2000, respectively, as compared to 27.0%
and 24.0% for the three months and six months ended March 31, 1999. The increase
in R&D expenditures for both the three months and six months ended March 31,
2000 was due predominantly to an increase in R&D personnel that resulted in an
increase in R&D wages of 35% and 46.7% over R&D wages for the three and six
months ended March 31, 1999.
<PAGE>
Investment Tax Credits ("ITC") and Research and Development Expenditures
The Company's Canadian subsidiary incurs current and capital
expenditures, which are eligible as a scientific research and experimental
development ("SR&ED") expenditures. The Company earns ITCs at a rate of 20% on
"SR&ED" expenditures each year. These ITCs are available for application against
the Canadian subsidiary's federal income taxes payable. Unclaimed ITCs can be
carried forward for a period of 10 years. In addition to this benefit, SR&ED
expenditures incurred by the Company's Canadian subsidiary are deductible
against taxable income. The undeducted SR&ED expenditures can be carried forward
indefinitely. A significant amount of the research and development expenses
reported on the income statement qualify as a SR&ED expenditures. The Company
has elected to utilize its ITCs to reduce taxes payable to Nil instead of
utilizing SR&ED expenditures to reduce taxable income to Nil due to the
carryforward period limits on the ITCs. As a result, ITCs in the amount of
$197,093 and $401,302 were utilized for the three months ended and six months
ended March 31, 2000, respectively to reduce taxes payable to Nil. ITCs were
netted against the related capital assets and research and development
expenditures in the amount of $39,626 and $157,467 for the three months ended
and $66,824 and $334,478 for the six months ended March 31, 2000. For the three
months and six months ended March 31, 1999, ITC claims of $19,000 and $46,000,
respectively were netted against research and development expenses.
Net Income for the period
Net income for the three months and six months ended March 31, 2000 was
$154,726 and $321,225, representing increases of 211.2% and 186.9%,
respectively, over net income of $49,721 and $111,970 for the three months and
six months ended March 31, 1999, respectively. Net income, as a percentage of
sales, increased to 6.7% and 7.4% for the three months and six months ended
March 31, 2000, respectively, compared to 3.1% and 3.7% for the three months and
six months ended March 31, 1999, respectively. This increase in net income was
due primarily to an increase in product sales and gross margin.
Liquidity and Capital Resources
The Company's principal source of liquidity as of March 31, 2000
consisted of $4,886,333 in cash, cash equivalents and short-term investments
compared to $4,474,174 as of September 30, 1999.
For the six months ended March 31, 2000, net cash used in operating
activities was $161,047. The principle use of cash was an increase in accounts
receivable of $209,528, a decrease in accounts payable of $307,310, an increase
in inventories of $177,440 and a decrease in accrued liabilities of $27,782. The
principle source of cash was from net income of $321,225. Cash used in investing
activities was $226,812 and reflected the purchase of hardware and software
tools used to design and validate new products. Cash provided by financing
activities was $787,954 as a result of the exercise of stock options. The net
cash flow provided after all activities was $400,095
<PAGE>
The Company believes that its existing cash, cash flow generated from
operations and the funds available under the line of credit will be sufficient
to meet the Company's capital, operating and research and development
requirements for at least the next 12 months. However, there can be no assurance
that events in the future will not require the Company to seek additional
capital sooner or, if so required, that such capital will be available on terms
favorable or acceptable to the Company, if at all.
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
During the period January 1, 2000 through March 31, 2000, the Company
granted to certain employees, officers and directors of the Company options to
purchase an aggregate of 30,000 shares of Common Stock pursuant to the Company's
1999 Employee Stock Option Plan and an aggregate of 100,000 shares of Common
Stock pursuant to the Company's 2000 Employee Stock Option Plan. The following
table sets forth more specific information relating to such option grants:
<TABLE>
<CAPTION>
Number of
Optionholders Number of Options Exercise Price Expiration Date
<S> <C> <C> <C> <C>
1 2,000 $12.75 January 2, 2010
1 5,000 $14.50 February 8, 2010
1 1,500 $15.00 February 13, 2010
1 2,000 $15.56 February 6, 2010
1 1,500 $16.38 January 23, 2010
6 48,000 $18.56 February 28, 2010
1 20,000 $25.25 March 19, 2010
5(1) 50,000 $31.47 March 22, 2010
</TABLE>
---------------------- (1) Represents options granted to certain members of
the Company's Board of Directors and to one Board advisor.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On March 23, 2000, the Company held its Annual Meeting of Shareholders.
At the meeting, the following votes were cast for nominees to the Company's
Board of Directors:
<TABLE>
<CAPTION>
For Withhold Authority
<S> <C> <C>
John Zambakkides 5,107,435 1,918
Bernard N. Slade 5,107,435 1,918
Jim Wilkinson 5,107,435 1,918
Thomas H.R. Gurnee 5,107,435 1,918
Robert Skinner 5,107,435 1,918
Ilbok Lee 5,107,435 1,918
</TABLE>
As a result, the nominees listed above were each elected to the Board of
Directors. Mr. Wilkinson subsequently declined his election to the Company's
Board of Directors.
In addition, the following votes were cast to approve the appointment of
KPMG Peat Marwick as independent auditors:
For Against Abstain
5,101,652 2,721 4,980
Furthermore, the following votes were cast to approve the Company's
2000 Employee Stock Option Plan:
For Against Abstain
5,074,778 27,061 7,514
Finally, the following votes were cast to approve the Company's 2000
Employee Stock Purchase Plan:
For Against Abstain
5,009,439 2,160 7,754
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27: Financial Data Schedule
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the three month
period ended March 31, 2000.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the project to be signed on its behalf by the
undersigned thereto duly authorized.
V3 SEMICONDUCTOR INC.
May 5, 2000
By: /s/ Carl O. Mitchell
--------------------
Carl O. Mitchell
Chief Operating Officer,
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Exhibit 27: Financial Data Schedule
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED MARCH 31, 2000 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-mos
<FISCAL-YEAR-END> sep-30-2000
<PERIOD-END> mar-31-2000
<CASH> 4,886,333
<SECURITIES> 0
<RECEIVABLES> 1,656,983
<ALLOWANCES> 19,222
<INVENTORY> 231,313
<CURRENT-ASSETS> 6,876,087
<PP&E> 1,948,781
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,025,286
<CURRENT-LIABILITIES> 625,050
<BONDS> 0
0
0
<COMMON> 5,942
<OTHER-SE> 7,394,294
<TOTAL-LIABILITY-AND-EQUITY> 8,025,286
<SALES> 4,325,349
<TOTAL-REVENUES> 4,425,820
<CGS> 1,201,245
<TOTAL-COSTS> 1,201,245
<OTHER-EXPENSES> 2,502,048
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 729
<INCOME-PRETAX> 722,527
<INCOME-TAX> 401,302
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 321,225
<EPS-BASIC> 0.05
<EPS-DILUTED> 0.05
</TABLE>
