ZILOG INC
8-K, 1998-07-16
SEMICONDUCTORS & RELATED DEVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



                          Date of Report: July 13, 1998





                                   ZILOG, INC.
               --------------------------------------------------
             (Exact name of registrant as specified in its charter)




           DELAWARE                 001-13748             13-3092996
- -----------------------------   -----------------    ----------------------
 (State or Other Jurisdiction      (Commission         (I.R.S. Employer
       of Incorporation)          File Number)      Identification Number)




     910 EAST HAMILTON AVENUE, CAMPBELL, CA                          95008
- ------------------------------------------------                 ---------------
    (Address of principal executive offices)                      (Zip Code)



                                 (408) 558-8500
                         --------------------------------
                         (Registrant's telephone number,
                              including area code)

<PAGE>

Item 5.   OTHER EVENTS.
          ------------

          On July 13, 1998, Zilog, Inc. issued the press release attached hereto
as Exhibit 99.1 and incorporated herein by reference.

Item 7.   FINANCIAL STATEMENTS AND EXHIBITS.
          ---------------------------------

          (a)  Exhibits.

               99.1    Press Release dated July 13, 1998.

                                       -2-

<PAGE>

                                    SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

         Dated:  July 15, 1998

                            ZILOG, INC.



                            By     /S/ RICHARD R. PICKARD
                              -----------------------------------
                                      Richard R. Pickard
                              Vice President, General Counsel and Secretary

                                       -3-

<PAGE>

                                  EXHIBIT INDEX
                                  -------------


      EXHIBIT NO.         DESCRIPTION
      -----------         -----------


         99.1             Press Release dated July 13, 1998.


                                       -4-



                                  EXHIBIT 99.1
                                  ------------
                                                                  PRESS RELEASE

NEWS FROM ZILOG                                              LOGICALLY SPEAKING
- -------------------------------------------------------------------------------

Contact:

Roberta Bartlett, Director
Marketing Communications and Public Relations
ZiLOG, Inc.
Phone:  (408) 558-8467
Email:  [email protected]
        -------------------


                    ZILOG STREAMLINES SALES, RENEWS FOCUS ON
                      DISTRIBUTION, ELIMINATES 33 POSITIONS

         Campbell, CA - July 13, 1998 -- ZiLOG, Inc. today announced plans to
streamline its worldwide sales organization with a renewed focus on the
distribution channel to improve efficiency and reduce spending in response to
the economic downturn affecting the semiconductor industry.

         The redesigned sales and distribution process follows the Campbell,
California-based company's recently announced realignment of its business to
core markets and capabilities. The company is revitalizing its core product
families--Z8(R) microcontrollers, Z80(R) microprocessorS, and DSPs, and is
focusing its resources in the Communication, Home Entertainment, and Embedded
Control markets.

         "Streamlining our sales process and focusing on distribution allows
us to serve our customers in these markets more efficiently," said Thomas C.
Carson, Senior Vice President of Worldwide Sales.  "Our intention is always to
be customer-focused, and in fact to be the industry leader in customer service."

         According to Carson, the restructuring allows ZiLOG to reduce spending
at a time when the company is experiencing declining chip sales and soft revenue
projections. The semiconductor industry is experiencing an across-the-board
market downturn, largely owing to Asia's economic turmoil. As a result of
streamlining the sales process and consolidating resources, the company said
that 33 positions were eliminated in sales and headquarters operations. Of the
33 positions, 24 represent an employee reduction in force. The displaced
employees will receive a severance package, medical benefits, and outplacement
assistance services.

         "ZiLOG's realignment was the first step in repositioning the company,"
said Carson. "We are looking closely at the way we sell our products, the
channels we sell them through, and all other areas of our business for
opportunities to reduce costs, streamline operations, and

<PAGE>


improve efficiency.  We have to be a tighter, more efficient, more globally-
competitive company in order to turn around and take advantage of the market
when it picks up again."

         Carson said the changes would not affect ZiLOG's customer focus.  "We
will continue to deliver superior products on time to meet our customers' needs.
That's our number one priority."

         ZiLOG creates embedded and integrated technologies that improve the
performance of everyday applications. Our engineers immerse themselves into all
aspects of specific markets so we can deliver appropriate, feature-rich
solutions at breakneck speeds. Passion, ideas and service fuel our drive to
always be focused on one goal--helping our customers succeed.

         ZiLOG has its headquarters in Campbell, California and had 1997
revenues of $261.1 million. It employs approximately 1,650 people, has 27 direct
sales offices, and more than 120 distributor and rep locations worldwide. For
more information, please visit the company's website at HTTP://WWW.ZILOG.COM.
                                                        --------------------    



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