<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16, 1996.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
AMATI COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 94-1675494
(State or other jurisdiction (I.R.S. employer
of identification
incorporation or organization) number)
</TABLE>
2043 SAMARITAN DRIVE, SAN JOSE, CALIFORNIA 95124 (408) 879-2000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
JAMES E. STEENBERGEN
AMATI COMMUNICATIONS CORPORATION
2043 SAMARITAN DRIVE, SAN JOSE, CALIFORNIA 95124
(408) 879-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
with copies of all orders, notices and communications to:
Richard A. Peers
Heller Ehrman White & McAuliffe
525 University Avenue, Palo Alto, California 94301 (415) 324-7000
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
registration statement for the same offering. / /
- ---------------
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
- ---------------
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $.20 par value......... 62,203(1) $18.25(2) $1,135,205(2) $344
</TABLE>
(1) In addition to the shares being registered hereby, the prospectus which
forms a part of this registration statement also includes 1,142,710 shares
being carried forward from Registration Statement on Form S-3 (333-13659)
(the "Prior S-3"). A filing fee of $9,235 associated with such shares was
paid with the Prior S-3.
(2) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
based on the average of the high and low prices of the Common Stock on the
Nasdaq National Market on December 9, 1996, as reported in THE WALL STREET
JOURNAL.
------------------------------
Pursuant to Rule 429(b) under the Securities Act of 1933, the prospectus
which forms a part of this registration statement also relates to the
Registration Statement on Form S-3 (333-13659) filed by the Registrant.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
1,204,913 SHARES OF COMMON STOCK, ALL OF WHICH ARE OFFERED BY THE SELLING
STOCKHOLDERS, INCLUDING 600,000 SHARES ISSUABLE TO THE SELLING STOCKHOLDERS ON
EXERCISE OF OUTSTANDING WARRANTS TO PURCHASE COMMON STOCK (THE "WARRANTS")
AMATI COMMUNICATIONS CORPORATION
All of the 1,204,913 shares (the "Shares") of Common Stock, $0.20 par value
(the "Common Stock"), of Amati Communications Corporation (the "Company")
including 600,000 Shares issuable to the Selling Stockholders by the Company on
exercise of warrants ("Warrants") to purchase Common Stock exercisable at any
time after December 17, 1996, offered by this prospectus (the "Prospectus") may
be sold by the holders of such Shares (collectively, the "Selling Stockholders")
named in this Prospectus. See "Selling Stockholders". The Company will not
receive any proceeds from the sale of Shares by the Selling Stockholders. The
Company could receive up to $12,735,000 on the exercise of the Warrants. See
"Description of Capital Stock".
The Company has not made any underwriting arrangements with respect to the
Shares issuable upon exercise of the Warrants. The Company's Common Stock is
traded on the Nasdaq National Market under the symbol "AMTX". On December 9,
1996, the closing price for the Common Stock, as reported on the Nasdaq National
Market, was $18.75.
All or a portion of the Shares offered by this Prospectus by the Selling
Stockholders may be delivered and/or sold in transactions from time to time in
the over-the-counter market, on the Nasdaq National Market, in negotiated
transactions, or a combination of such methods of sale, at market prices
prevailing at the time, at prices relating to such prevailing prices or at
negotiated prices and/or may also be used to cover short positions. See "Plan of
Distribution." This Prospectus may be used by the Selling Stockholders or by any
broker-dealer who may participate in sales of securities covered hereby. The
Selling Stockholders and the brokers and dealers through whom such sales are
effected may be deemed to be underwriters under the Securities Act of 1933, as
amended (the "Securities Act"). The Selling Stockholders will pay all
commissions, and other expenses associated with the sales of securities by them.
Pursuant to an agreement with the Selling Stockholders, the Company has paid the
expenses of the preparation of this Prospectus. The Company has also agreed to
indemnify the Selling Stockholders against certain liabilities, including
liabilities arising under the Securities Act.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement under the Securities Act with respect to
the securities offered by this Prospectus. As permitted by the rules and
regulations of the Commission, this Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information with respect to the Company and the
securities offered hereby, reference is made to the Registration Statement and
the exhibits thereto, which may be examined without charge at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and copies of which may be obtained from
the Commission upon payment of the prescribed fees.
------------------------
SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
(See "RISK FACTORS" COMMENCING ON PAGE 3.)
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is December , 1996
<PAGE>
No dealer, salesman, or any other person has been authorized to give any
information or to make any representations or projections of future performance
other than those contained in this Prospectus, and any such other information,
projections, or representations, if given or made, must not be relied upon as
having been so authorized. The delivery of this Prospectus or any sale hereunder
at any time does not imply that the information herein is correct as of any time
subsequent to its date. This Prospectus does not constitute an offer to sell or
a solicitation of an offer to buy any of the securities offered hereby in any
jurisdiction where, and to any person to whom, it is unlawful to make such offer
or solicitation.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act") and in accordance therewith
files reports, proxy statements and other information with the Commission. Such
Registration Statement, reports, proxy statements and other information can be
inspected and copied at public reference facilities maintained by the Commission
at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of
such material can be obtained at prescribed rates from the Public Reference
Section of the Commission at such address. Such reports, proxy statements and
other information can also be inspected at the Commission's regional offices at
7 World Trade Center, Suite 1300, New York, New York 10048 and 500 West Madison,
Chicago, Illinois 60661, and at the offices of the Nasdaq Stock Market at 9513
Key West Avenue, Rockville, Maryland 20850-3389. The Commission maintains a Web
site that contains reports, proxy and information statements and other
information regarding registrants, such as the Company, that file electronically
with the Commission and the address of such site is http://www.sec.gov.
DOCUMENTS INCORPORATED BY REFERENCE
There are hereby incorporated in this Prospectus by reference the following
documents filed pursuant to the 1934 Act: (i) the Company's Annual Report on
Form 10-K for the fiscal year ended July 27, 1996 as amended; (ii) the Company's
Proxy Statement for its annual meeting of stockholders to be held December 20,
1996; and (iii) the description of the Company's Common Stock contained in the
registration statement filed under the 1934 Act registering such Common Stock
under Section 12 of the 1934 Act.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of the securities offered hereby shall be deemed to
be incorporated by reference in this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, upon the written or oral request of such person, a copy of any or all
of the documents referred to above which have been or may be incorporated in
this Prospectus by reference, other than exhibits to such documents which are
not specifically incorporated by reference into the information that this
Prospectus incorporates. Requests for such copies should be directed to: Amati
Communications Corporation, 2043 Samaritan Drive, San Jose, California 95124,
Attention: Investor Relations, Telephone (408) 879-2000.
2
<PAGE>
THE COMPANY
Incorporated under the laws of the State of Delaware in 1968 as Microform
Data Systems, Inc., the Company changed its name to ICOT Corporation in 1980. On
November 28, 1995, the Company and Amati Communications Corporation ("Old
Amati"), a privately held Mountain View, California based company completed a
merger (the "Merger") by which Old Amati became a wholly-owned subsidiary of the
Company. Effective as of the Merger, the Company's name was changed to Amati
Communications Corporation and its common stock began trading on the Nasdaq
National Market under the symbol "AMTX".
The Company is a developer of advanced transmission equipment utilizing
Discrete Multi-tone ("DMT") technology for Advanced Digital Subscriber Line
("ADSL") and Very High-Speed Digital Subscriber Line ("VDSL") markets. The
Company holds DMT and ADSL patents. The Company also provides network
connectivity systems for the internetworking and Original Equipment
Manufacturers ("OEM") markets. These products are used primarily in two
applications:
- International Business Machines Corporation ("IBM") compatible personal
computers ("PC") to IBM mainframe connectivity applications in Local Area
Networks ("LANs").
- Bridge products for interconnecting Token-Ring LANs, Token-Ring and
Ethernet LANs and Token-Ring LANs over Wide Area Networks ("WAN").
RISK FACTORS
The information about the Company included or incorporated by reference
herein contains forward looking statements that involve risks and uncertainties,
including the risks detailed below.The Shares of Common Stock offered hereby
involve a high degree of risk and prospective purchasers should carefully
consider the following factors.
HISTORY OF LOSSES. The Company had net income in the fiscal year ended July
29, 1995 of approximately $1,836,000 and a net loss for the fiscal year ended
July 27, 1996 of approximately $34,078,000 (including a charge related to the
Merger of approximately $31,554,000). Due in part to the Merger, the Company is
not expected to operate profitably in the forseeable future as the Company
continues research, development, production and marketing activities. There can
be no assurance that the Company will ever attain profitability. Any long-term
viability, profitability and growth from the Company's technology will depend
upon successful commercialization of products resulting from its research and
product development activities. Extensive additional research and development
will be required prior to commercialization of certain products. There can be no
assurance that the Company will be able to develop commercially viable products
from its technology, generate significant revenues and/or achieve profitability.
NEED FOR ADDITIONAL CAPITAL. During 1996, the Company secured a line of
credit for $1,250,000 and a capital lease line of $1,500,000, and entered into
an Investment Agreement with the Selling Stockholders which provides to the
Company up to $15 million in equity financing. The Company's future capital
requirements will depend on many factors, including sales levels, progress in
research and development programs, the establishment of collaborative
agreements, and costs of manufacturing facilities and commercialization
activities. The Company may require funding in addition to that available under
its line of credit, capital lease line and the Investment Agreement. There can
be no assurance that such additional funding will be available on acceptable
terms, if at all. If additional funds are required and not available, the
Company could be required to curtail significantly or defer, temporarily or
permanently, one or more of its research and development programs or to obtain
funds through arrangements that may require the Company to relinquish certain
technology or product rights.
MARKET FOR ADSL PRODUCTS STILL UNDER DEVELOPMENT; PRINCIPAL ADSL MARKET
OUTSIDE OF THE UNITED STATES. ADSL was developed to transmit digital video over
copper wire and also has application in
3
<PAGE>
providing access to the Internet over copper wire. Although the current
infrastructure in the local distribution networks of telephone companies is
based on copper wire, there can be no assurance that telephone companies will
pursue the deployment of ADSL systems or, if deployment occurs, as to the volume
and timing of such deployment. Significant deployment may be prevented or
delayed by a number of factors, including cost, regulatory barriers, lack of
programming content, lack of consumer demand and the availability of alternative
technologies. Access systems with high performance broadband capability, such as
the ADSL system, may be attractive to telephone companies only to the extent
that the telephone companies plan to offer broadcast video, video-on-demand or
Internet access services which utilize the full features of a high performance
local distribution network. Substantial amounts of time, effort and money will
be required to develop such high performance services. There can be no assurance
that sufficient programming content for video services will be developed to
justify deploying digital video transmission systems, or that programming
content will be both attractive to consumers and offered at prices that will
create a mass market. If such high performance services are offered, and there
is demand for them, there can be no assurance that telephone companies will
select ADSL over competing technologies, such as fiber-to-the-curb, hybrid
fiber-coaxial ("HFC"), and wireless communications. Fiber-to-the curb, HFC and
wireless systems have greater bandwidth than the ADSL products being developed
by the Company. Although Internet access services may provide a market for ADSL
in the United States, because foreign telephone companies currently face less
competition from cable companies than telephone companies face in the United
States, the Company believes that its principal markets for ADSL video
applications will be outside the United States.
PRICE COMPETITIVENESS OF ADSL PRODUCTS. The Company believes that in order
to design and manufacture commercially acceptable ADSL products, cost
improvements beyond those available with current technology will be necessary.
The future success of the Company will depend, in part, on its ability to
develop ADSL products that compete effectively on the basis of price and
performance. Current prices are significantly higher than those that the Company
believes would be necessary for mass deployment of ADSL products. There can be
no assurance that the Company will be successful in developing ADSL products
that can be sold at prices which are viable in the market.
RAPID TECHNOLOGICAL CHANGE; COMPETITION IN THE TELECOMMUNICATION
TRANSMISSION BUSINESS. Competition from existing companies, including major
communications companies, is expected to increase. Most of the Company's
competitors in the communications industry are more established, benefit from
greater market recognition and have greater financial, technical, production and
marketing resources than the Company. Some competitors are developing alternate
access technologies, such as HFC, fiber-to-curb and wireless systems, that may
prove technologically superior or more cost effective than the Company's
technology. There can be no assurance that developments by others will not
render the Company's products or technologies obsolete or noncompetitive or that
the Company will be able to keep pace with new technological developments.
COMPETITION IN THE PC TO MAINFRAME CONNECTIVITY BUSINESS. The PC to
Mainframe Connectivity market is highly competitive and is characterized by
rapid advances in technology which frequently result in the introduction of new
products with improved performance characteristics, thereby subjecting the
Company's products to the risk of technological obsolescence. The Company's
ability to compete is dependent on several factors, including reliability,
product performance, quality, features, distribution channels, name awareness,
customer support, product development capabilities, and the ability to meet
delivery schedules. The Company competes, directly or indirectly, with a broad
range of companies in the PC-Connectivity business, many of whom have
significantly greater financial and other resources. In addition, the Company is
only competing for a limited and declining segment of the PC-Connectivity
market, which is itself declining and expected to continue to decline. The
Company expects revenues from its PC-Connectivity business to continue to
decline.
4
<PAGE>
COMPETITION FOR VDSL STANDARDS. The Company expects to apply its DMT
technology to the development of VDSL products for the transmission of digital
video service in connection with a fiber-optic backbone to cover the distance
from this platform or node to subscribers' homes over copper wire or coaxial
cable. American National Standards Institute (ANSI) has not yet awarded the
standard for VDSL technology, and the competition for the ANSI standard for VDSL
is expected to be intense. AT&T, as well as other companies with greater
resources than the Company, are expected to compete for these standards. There
is no assurance that the Company's DMT technology will be successful in
obtaining the ANSI VDSL standard.
DEPENDENCE ON COMPLEMENTARY PRODUCTS. Widespread use of ADSL and VDSL
products for digital video service will depend on the commercial availability of
other products and components, including the video content, digital switches,
video servers, encode/decode equipment, and set-top boxes in subscribers' homes.
There can be no assurance that other suppliers will develop and market these
complementary components effectively or that these components, when combined
with the Company's ADSL and VDSL products, will be a cost-effective means of
transmitting video-on-demand or video dialtone.
DEPENDENCE ON LARGE CUSTOMERS AND SYSTEMS INTEGRATORS. The Company expects
to sell many of its telecommunication transmission products to large
telecommunications service companies which serve as integrators for the various
component systems that make up a video-on-demand or multimedia system. These
systems integrators in turn sell the systems to telephone companies for
distribution to their subscribers. The Company is largely dependent on these
systems integrators for the introduction of its products to field trials. There
can be no assurance that systems integrators will select the Company's products
for field trials or, if they do initially select the Company's products, that
they will continue to use them. In addition, telephone companies are generally
reluctant to deploy new technologies available only from a single source,
especially when the supplier is as relatively small as the Company, and often
require the availability of alternative sources before deploying a new
technology. This reluctance may put the Company at a competitive disadvantage
relative to some of its competitors. Further, acceptance of the Company's
products by these customers may require the Company to relinquish rights to its
technology or products. There can be no assurance, however, that even if the
Company were to relinquish such rights to its technology or products, telephone
companies would deploy the Company's ADSL or VDSL products.
CUSTOMER CONCENTRATION; RELIANCE ON SALES TO IBM. Sales to IBM for PC to
Mainframe connectivity and related products accounted for approximately 65%, 83%
and 69% of the Company's net sales in fiscal 1994, 1995 and 1996, respectively.
Since IBM considers product sales and market data confidential, the Company has
very little ability to anticipate future demands and IBM is not obligated to
purchase any specified amount of products. For its PC-Connectivity products, the
Company is highly dependent on sales to IBM and expects that quarterly and
annual results could be volatile due to its dependence on this dominant
customer. In addition, there can be no assurance that IBM will continue to
distribute and support the Company's products. The Company's principal contract
with IBM expires in December 1996. Further, IBM may terminate its agreements
with the Company upon 30 days' notice without a significant penalty.
INTERNATIONAL BUSINESS. The Company expects that sales outside of the
United States will represent a significant portion of its future sales,
especially of the Company's ADSL products. Operations outside of the United
States are subject to various risks, including exposure to currency
fluctuations, the imposition of governmental controls, the need to comply with a
wide variety of foreign and United States export laws, political and economic
instability, trade restrictions, changes in tariffs and taxes, and longer
payment cycles typically associated with international sales. The inability of
the Company to design products to comply with foreign standards or any
significant or prolonged delay in the Company's international sales could have a
material adverse effect on the Company's future business and results of
operations.
REGULATORY MATTERS. Telephone companies, which constitute the initial
primary market for the Company's telecommunication transmission products, and
cable television companies, which may become a
5
<PAGE>
future market for such products, are subject to extensive regulation by both the
federal and state governments in the United States and by foreign governments.
Many of these regulations have the effect of limiting the economic incentive of
telephone companies to deploy new technologies. Restrictions on telephone
companies and cable television companies may materially and adversely affect
demand for the products of the Company. Recent legislation passed by Congress
will significantly alter the regulations on telephone companies and cable
companies in the United States, and there can be no assurance that such
legislation will not adversely affect the commercialization of the Company's
products. In addition, both in the United States and abroad, rates for
telecommunications services are governed by tariffs or licensed carriers that
are subject to regulatory approval. These tariffs also could have a material
adverse affect on the demand for the Company's products.
DEPENDENCE ON SUPPLIERS AND THIRD-PARTY MANUFACTURERS. Certain key
components in the Company's products, such as integrated circuits, are currently
available only from single sources. The Company does not have any long-term
supply contracts with its sole source vendors and purchases these components on
a purchase order basis. In addition, certain components and subassemblies for
the Company's products have long lead times. While the Company seeks to
accurately forecast its requirements, inaccuracies in its forecast could result
in shortages or oversupplies of these components. The inability to obtain
sufficient quantities of sole source components or subassemblies as required, or
to develop alternative sources as required in the future, or inaccuracies in
forecasts for long lead time components or subassemblies could result in delays
or reductions in product shipments or product redesigns which would materially
and adversely affect the Company's business, operating results and financial
condition. In addition, increases in the prices of components for which the
Company does not have alternate sources could materially and adversely affect
the Company's operating results.
The Company intends to outsource a portion of manufacturing operations to
independent third party manufacturers. There are risks associated with the use
of independent manufacturers, including unavailability of or delays in obtaining
adequate supplies of products and reduced control of manufacturing quality and
production costs. There can be no assurance that the Company's third party
manufacturers will provide adequate supplies of quality products on a timely
basis. The inability to obtain such products on a timely basis would have a
material adverse effect on the Company's business, operating results and
financial condition.
PATENTS AND TRADE SECRETS. There can be no assurance that any patents owned
or controlled by the Company will provide commercially significant protection of
the Company's technology or ensure that the Company may not be determined to
infringe valid patents of others. The Company's patents have not been tested in
court, and the validity and scope of the Company's proprietary rights could be
challenged. The Company has also received foreign patents, but since the patent
laws of foreign countries differ from those of the United States, the degree of
protection afforded by any foreign patents may be different from that available
under U.S. patent laws.
The Company also relies on trade secrets and proprietary know-how which it
seeks to protect by confidentiality agreements with its collaborators, employees
and consultants. There can be no assurance that these agreements will not be
breached, that the Company will have adequate remedies for any breach or that
the Company's trade secrets and proprietary know-how will not otherwise become
known or be discovered by competitors.
THE COMPANY'S RSI LAWSUIT. The Company is a defendant in a suit brought in
November 1993 alleging repetitive stress injuries ("RSI") resulting from the use
of the Company's products claiming $1 million in compensatory and $10 million in
punitive damages. The Company has tendered defense of the suit to its insurance
carriers, but there can be no assurance that the suit will not have a material
adverse effect on the financial position or results of operations of the
Company.
6
<PAGE>
POSSIBLE VOLATILITY OF STOCK PRICE; SHARES ELIGIBLE FOR FUTURE SALE. The
market price of the Company's Common Stock has been and may continue to be
highly volatile. Future events, many of which will be beyond the control of the
Company, as well as announcements related to technology and product development
and collaborative arrangements and expected quarterly fluctuations in revenues
and financial results, may have a significant impact on the market price of the
Company's Common Stock. Future sales of Shares by the Selling Stockholders or by
other current stockholders and by option holders and warrant holders who
exercise Company stock options or warrants could have a depressive effect on the
market price of the Company's Common Stock.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the Shares
by the Selling Stockholders. The Company could receive up to $12,735,000 if the
Warrants are exercised in full. No assurance can be given that any of the
Warrants will be exercised and the Warrants provide to the Selling Stockholders
a "net exercise" right which if utilized, will not result in any cash proceeds
to the Company. See "Description of Capital Stock--Warrants". The Company
expects that any net proceeds from the exercise of the Warrants will be used for
working capital and general corporate purposes, including product development
and marketing. Pending utilization, such funds will be invested in money market
and other short-term interest bearing obligations.
SELLING STOCKHOLDERS
The Company and the Selling Stockholders entered into an Investment
Agreement dated October 3, 1996 (the "Investment Agreement") which provides to
the Company up to $15 million in equity financing. Of the Shares offered hereby
by the Selling Stockholders, 604,913 Shares represent a portion of the initial
$10 million in equity financing to be provided under the Investment Agreement.
The total number of shares issuable to the Selling Stockholders for the initial
$10 million provided under the Investment Agreement is 741,913 shares. Of these
shares, 636,132 shares were issued to the investors on October 30, 1996. Under
the Investment Agreement the Company has the right, by delivering notice (a "Put
Notice") to the Selling Stockholders, to require the Selling Stockholders to
fund the equity financing to be provided under the Investment Agreement. The
prices per share to be paid by the Selling Stockholders for shares of Common
Stock to be acquired by them pursuant to the Investment Agreement represent a
15% discount from market prices of the Common Stock over agreed upon pricing
periods commencing following delivery of the applicable Put Notice (each a
"Pricing Period"). The first Put Notice was delivered on October 24, 1996 for
the first $10 million of equity financing and the Pricing Period related thereto
ended on December 5, 1996. However, with respect to the first $5 million
provided under the Investment Agreement, the price per share paid by the Selling
Stockholders was based on a 15% discount from the market prices of the Common
Stock over a period ending August 15, 1996. Under the Investment Agreement, each
Selling Stockholder represented to the Company that it was acquiring the Shares
and the Warrants from the Company for investment for its own acount and not with
a view to, or for resale in connection with, any distribution thereof in any
transaction which would be a violation by the Selling Stockholders of the
Securities Act or any other securities laws of the United States or any state.
However, in accordance with the Investment Agreement, the Company agreed to
register the resale of the Shares offered hereby by the Selling Stockholders to
permit sales of such Shares from time to time in the market or in privately-
negotiated transactions. See "Plan of Distribution." The Company will prepare
and file such amendments and supplements to the Registration Statement as may be
necessary in accordance with the rules and regulations of the Securities Act to
keep it effective for a period of approximately two years. In addition, the
Selling Stockholders have certain demand and piggy-back registration rights
provided to them in connection with the Investment Agreement. The Company has
agreed to bear certain expenses (other than broker discounts and commissions, if
any) in connection with the Registration Statement.
7
<PAGE>
The following table sets forth certain information regarding the ownership
of the Company's Common Stock by the Selling Stockholders as of December 10,
1996, including the Shares underlying the Warrants, and the number of Shares to
be sold by the Selling Stockholder. Because the Selling Stockholders may sell
some or all of such Shares, as well as any Shares acquired pursuant to the
Warrants, and because there are currently no agreements, arrangements or
understandings with respect to the sale of any of the Shares, no estimate can be
given as to the actual amount of Shares that will be held by the Selling
Stockholders after completion of such distribution. See "Plan of Distribution."
If all the Shares offered hereby are sold, none of the Selling Stockholders will
own more than 1% of the outstanding shares of Common Stock. The Warrants are
exerciseable from time to time by the Selling Stockholders named below at any
time after December 17, 1996:
<TABLE>
<CAPTION>
SHARES OWNED SHARES
PRIOR TO OFFERED
OFFERING HEREBY
------------ ----------
<S> <C> <C>
Quantum Industrial Partners LDC...................................... 602,457(1) 602,457(1)
S-C Phoenix Holdings, L.L.C. ........................................ 301,228(2) 301,228(2)
Winston Partners, L.P. .............................................. 100,420(3) 100,420(3)
Winston Partners II LDC.............................................. 134,016(4) 134,016(4)
Winston Partners II L.L.C. .......................................... 66,792(5) 66,792(5)
------------ ----------
TOTAL............................................................ 1,204,913(6) 1,204,913(6)
------------ ----------
------------ ----------
</TABLE>
- ------------------------
(1) Includes 300,000 Shares issuable upon exercise of Warrants exercisable after
December 17, 1996.
(2) Includes 150,000 Shares issuable upon exercise of Warrants exercisable after
December 17, 1996.
(3) Includes 49,980 Shares issuable upon exercise of Warrants exercisable after
December 17, 1996.
(4) Includes 66,720 Shares issuable upon exercise of Warrants exercisable after
December 17, 1996.
(5) Includes 33,300 Shares issuable upon exercise of Warrants exercisable after
December 17, 1996.
(6) Includes 600,000 shares issuable upon exercise of Warrants exercisable after
December 17, 1996.
PLAN OF DISTRIBUTION
All or a portion of the Shares offered hereby by the Selling Stockholders
may be delivered and/or sold in transactions from time to time in the
over-the-counter market, on the Nasdaq National Market, in negotiated
transactions, or in a combination of such methods of sale, at market prices
prevailing at the time, at prices related to such prevailing prices or at
negotiated prices. After the effectiveness of the Registration Statement of
which this Prospectus is a part, the Selling Stockholders may make short sales
of the Company's Common Stock and may use the Shares to cover the resulting
short positions. The Selling Stockholders may effect such transactions by
selling to or through one or more broker-dealers, and such broker-dealers may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholders. The Selling Stockholders and any
broker-dealers that participate in the distribution may under certain
circumstances be deemed to be "underwriters" within the meaning of the
Securities Act, and any commissions received by such broker-dealers and any
profits realized on the resale of Shares may be deemed to be underwriting
discounts and commissions under the Securities Act. The Warrants issued to the
Selling Stockholders may also be deemed to represent underwriting compensation.
See "Selling Stockholders." The Selling Stockholders may agree to indemnify such
broker-dealers against certain liabilities, including liabilities under the
Securities Act. In addition, the Company has agreed to indemnify the Selling
Stockholders with respect to the Shares offered hereby against certain
liabilities, including, without limitation, certain liabilities under the
Securities Act, or, if such indemnity is unavailable, to contribute toward
amounts required to be paid in respect of such liabilities.
8
<PAGE>
Any broker-dealer participating in such transactions as agent may receive
commissions from the Selling Stockholders (and, if it acts as agent for the
purchaser of such Shares, from such purchaser). Broker-dealers may agree with
the Selling Stockholders to sell a specified number of Shares at a stipulated
price per share, and, to the extent such a broker-dealer is unable to do so
acting as agent for the Selling Stockholders, to purchase as principal any
unsold Shares. Broker-dealers who acquire Shares as principal may thereafter
resell such Shares from time to time in transactions (which may involve crosses
and block transactions and which may involve sales to and through other
broker-dealers, including transactions of the nature described above) in the
over-the-counter market, in negotiated transactions or otherwise at market
prices prevailing at the time of sale or at negotiated prices, and in connection
with such resales may pay to or receive from the purchasers of such Shares
commissions computed as described above. To the extent required under the
Securities Act, a supplemental prospectus will be filed, disclosing (a) the name
of any such broker-dealers, (b) the number of Shares involved, (c) the price at
which such Shares are to be sold, (d) the commissions paid or discounts or
concessions allowed to such broker-dealers, where applicable, (e) that such
broker-dealers did not conduct any investigation to verify the information set
out or incorporated by reference in this Prospectus, as supplemented, and (f)
other facts material to the transaction.
Under applicable rules and regulations under the 1934 Act, any person
engaged in the distribution of the Shares may not simultaneously engage in
market making activities with respect to the Common Stock of the Company for a
period that begins two business days prior to the commencement of such
distribution and ends upon completion of that person's participation in the
distribution. In addition and without limiting the foregoing, the Selling
Stockholders will be subject to applicable provisions of the 1934 Act, and the
rules and regulations thereunder, including, without limitation, Rules 10b-6 and
10b-7, which provisions may limit the timing of bids for and purchases of shares
of the Company's Common Stock by the Selling Stockholders.
The Selling Stockholders will pay all commissions and other expenses
associated with the sale of securities by them. The Shares offered hereby are
being registered pursuant to contractual obligations of the Company, and the
Company has paid the expenses of the preparation of this Prospectus. The Company
has not made any underwriting arrangements with respect to the sale of Shares
offered hereby on exercise of the Warrants. Upon exercise of the Warrants, the
Shares will be issued by the Company directly to the persons exercising the
Warrants.
DESCRIPTION OF CAPITAL STOCK
As of the date of this Prospectus, the authorized capital stock of the
Company consists of 45,000,000 shares of Common Stock, $.20 par value ("Common
Stock"), and 5,000 shares of Preferred Stock, $100 par value ("Preferred
Stock").
COMMON STOCK
As of December 12, 1996, there were 18,586,980 shares of Common Stock
outstanding held of record by 1,620 stockholders. The holders of shares of
Common Stock are entitled to one vote per share on all matters to be voted on by
stockholders, except that holders may cumulate their votes in the election of
directors. Subject to preferences that may be applicable to any outstanding
Preferred Stock, holders of Common Stock are entitled to receive ratably such
dividends as may be declared by the Board of Directors in its discretion from
funds legally available therefor. In the event of a liquidation, dissolution, or
winding up of the Company, holders of Common Stock are entitled to share ratably
in all assets remaining after payment of liabilities and the liquidation
preference of any outstanding Preferred Stock. Holders of Common Stock have no
preemptive rights and have no rights to convert their Common Stock into any
other securities. The outstanding shares of Common Stock are fully paid and
nonassessable.
9
<PAGE>
PREFERRED STOCK
The Board of Directors has the authority to issue up to 5,000 shares of
Preferred Stock in one or more series and to fix the rights, preferences,
privileges and restrictions thereof, including dividend rights, conversion
rights, voting rights, terms of redemption, liquidation preferences and the
number of shares constituting any series or the designation of such series,
without any further vote or action by the shareholders. The issuance of
Preferred Stock may have the effect of delaying, deferring or preventing a
change in control of the Company or making removal of management more difficult
without further action by the shareholders and could adversely affect the rights
and powers, including voting rights, of the holders of Common Stock. This could
have the effect of decreasing the market price of the Common Stock. The Company
has no present plans to issue any additional shares of Preferred Stock.
WARRANTS
Of the 1,204,913 Shares offered hereby, an aggregate of 600,000 Shares are
issuable upon exercise of Warrants to purchase Common Stock, 300,000 of which
are Class A Warrants and 300,000 of which are Class B Warrants. The Warrants
become exercisable after December 17, 1996 and will remain exercisable for five
years thereafter, except under certain circumstances.
The exercise price of the Class A Warrants is $17.45 per share. The exercise
price of the Class B Warrants is $25.00 per share; provided, however, if the
average of the per share daily low trading price of the Company's Common Stock
over any 90-day period ending prior to the first anniversary of the date of the
first Put Notice delivered under the Investment Agreement exceeds $50.00 per
share, the number of shares issuable pursuant to the Class B Warrants shall be
reduced from 300,000 to 150,000.
The exercise price of the Warrants is payable as follows: (a) by payment to
the Company in cash, (b) by surrender to the Company for cancellation of
securities of the Company, including the Warrant having a market price equal to
the exercise price of the Warrant; or (c) by any combination thereof. In lieu of
exercising the Warrant, the holder may elect to receive a payment equal to the
difference between (i) the market price of the Shares issuable upon exercise of
the Warrant multiplied by the number of Shares as to which the payment is then
being elicited and (ii) the exercise price with respect to such Shares. Such
payment is payable by the Company to the holder only in Shares of Common Stock
of the Company valued at the market price on the date of exercise.
The Warrants may be exercised for less than the full number of shares of
Common Stock, in which case the number of Shares issuable upon exercise of the
Warrants as a whole, and the sum payable upon exercise of the Warrants as a
whole, shall be proportionately reduced.
The exercise price of each Warrant is subject to adjustment (i) in the event
there is a subdivision or combination of the outstanding shares of the Company
Common Stock, (ii) in the event there is a reorganization, reclassification,
consolidation, merger or sale of assets, (iii) if the Company declares dividends
on its Common Stock payable otherwise than out of earnings or earned surplus, or
(iv) except under certain circumstances, if the Company sells or issues any
shares of its Common Stock for consideration per share less than the Warrant
exercise price.
10
<PAGE>
LEGAL MATTERS
The legality of the issuance of the securities being offered hereby is being
passed upon for the Company by Heller Ehrman White & McAuliffe, Palo Alto,
California.
EXPERTS
The audited financial statements and schedules of the Company at July 30,
1994, July 29, 1995 and July 27, 1996 and for each of the three years in the
period ended July 27, 1996 incorporated by reference herein have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said reports.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth various expenses in connection with the sale
and distribution of the securities being registered. All of the amounts shown
are estimates except for the Securities and Exchange Commission Registration
Fee.
<TABLE>
<CAPTION>
Securities and Exchange Commission Registration Fee................ $ 585
<S> <C>
Accounting Fees.................................................... 5,000
Legal Fees and Disbursements....................................... 5,000
Miscellaneous...................................................... 1,415
---------
TOTAL:......................................................... $ 12,000
---------
---------
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Company has the power to indemnify its officers and directors against
liability for certain acts pursuant to Section 145 of the General Corporation
Law of the State of Delaware. The Restated Certificate of Incorporation of the
Company provides that a director of the Company, to the full extent permitted by
the Delaware General Corporation Law, shall not be liable to the Company or its
stockholders for monetary damage for breach of fiduciary duty as a director.
Article IX of the Company's Bylaws provides for the indemnification of
officers, directors, employees and agents of the Company. The Bylaws provide
that the Company shall indemnify its directors, officers, employees and agents
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by them in connection with any threatened, pending, or
completed action, suit or proceeding (other than an action by or in the right of
the corporation), if they acted in good faith and in a manner they reasonably
believe to be in or not opposed to the best interest of the corporation and had
no reasonable cause to believe the conduct was unlawful. In relation to a
proceeding by or in the right of the Company, a director, officer, employee or
agent shall be indemnified against expenses actually and reasonably incurred in
connection with the defense or settlement of such proceeding if the director,
officer, employee or agent acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his or her duty to the
corporation unless and only to the extent that the Delaware Court of Chancery
shall determine that such person is fairly and reasonably entitled to indemnity.
The Bylaws also provide that expenses incurred by a director, officer, employee
or agent may be advanced by the Company upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he or she is entitled to be indemnified
by the Company as authorized in the Bylaws.
II-1
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- --------- ---------------------------------------------------------------------------------------------------------
<C> <S>
4.1 Investment Agreement among Registrant and the Selling Stockholders dated October 3, 1996*
4.2 Form of Class A Warrant*
4.3 Form of Class B Warrant*
4.4 Registration Rights Agreement among Registrant and the Selling Stockholders dated October 3, 1996*
5 Opinion of Heller Ehrman White & McAuliffe
23.1 Consent of Heller Ehrman White & McAuliffe
(included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
</TABLE>
- ------------------------
* Incorporated by reference to an exhibit filed with the same exhibit number to
Registration Statement on Form S-3 (333-13659).
ITEM 17. UNDERTAKINGS.
A. The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offering therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted against the Registrant by such Director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in San Jose, State of California, on the 13th day of December, 1996.
AMATI COMMUNICATIONS CORPORATION
By: /s/ JAMES E. STEENBERGEN
--------------------------------------
James E. Steenbergen
DIRECTOR, PRESIDENT, CHIEF
EXECUTIVE
OFFICER AND CHIEF FINANCIAL
OFFICER
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James E. Steenbergen, Teresita O. Medel, or
either of them, with the power of substitution, her or his attorney in fact, to
sign any amendments to this Registration Statement (including post-effective
amendments), and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorney-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
/s/ JAMES E. STEENBERGEN Director, President, Chief
- ------------------------------ Executive
James E. Officer and Chief December 13, 1996
Steenbergen Financial Officer
/s/ TERESITA O. MEDEL
- ------------------------------ Chief Accounting Officer
Teresita O. (Principal Accounting December 13, 1996
Medel Officer)
/s/ JOHN M. CIOFFI
- ------------------------------
Dr. John M. Director December 13, 1996
Cioffi
/s/ JAMES F. GIBBONS
- ------------------------------
Dr. James F. Director December 13, 1996
Gibbons
- ------------------------------
Aamer Director December 13, 1996
Latif
/s/ DONALD L. LUCAS
- ------------------------------
Donald L. Director December 13, 1996
Lucas
II-4
<PAGE>
AMATI COMMUNICATIONS CORPORATION
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT DESCRIPTION PAGES
- --------- ------------------------------------------------------------------------------------------ -----------
<C> <S> <C>
4.1 Investment Agreement among Registrant and Selling Stockholders dated October 3, 1996*
4.2 Form of Class A Warrant*
4.3 Form of Class B Warrant*
4.4 Registration Rights Agreement among Registrant and the Selling Stockholders dated October
3, 1996*
5 Opinion of Heller Ehrman White & McAuliffe
23.1 Consent of Heller Ehrman White & McAuliffe (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
</TABLE>
- ------------------------
* Incorporated by reference to an exhibit filed with the same exhibit number to
Registration Statement on Form S-3 (333-13659).
<PAGE>
EXHIBIT 5
December 13, 1996
16199-0001
AMATI COMMUNICATIONS CORPORATION
2043 Samaritan Drive
San Jose, California 95124
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Amati Communications Corporation, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 to be filed with the Securities and Exchange Commission (the
"Commission") on December 16, 1996 (the "Registration Statement") for the
purpose of registering under the Securities Act of 1933, as amended, an
aggregate of 62,203 shares of its Common Stock, $.20 par value (the "Shares"),
all of which are to be sold by certain of the Company's stockholders.
I.
In connection with this opinion, we have assumed the authenticity of all
records, documents and instruments submitted to us as originals, the genuineness
of all signatures, the legal capacity of natural persons and the conformity to
the originals of all records, documents and instruments submitted to us as
copies. In rendering our opinion, we have examined the following records,
documents, instruments and certificates:
(a) The Restated Certificate of Incorporation, as amended, of the Company
certified by the Secretary of State of the State of Delaware as of
October 15, 1996, and certified to us by an officer of the Company as
being complete and in full force and effect as of the date of this
opinion;
(b) The Bylaws of the Company certified to us by an officer of the Company
as being complete and in full force and effect as of the date of this
opinion;
(c) A Certificate of an Officer of the Company: (i) attaching records
certified to us as constituting all records of proceedings and actions of
the Board of Directors of the Company and any committees of the Board of
Directors relating to the Shares; and (ii) certifying as to certain
factual matters;
(d) The Registration Statement; and
(e) A written statement from ChaseMellon Shareholder Services, the Company's
transfer agent, as to the number of shares of the Company's Common Stock
that were outstanding on December 13, 1996.
This opinion is limited to the federal laws of the United States of America
and the General Corporation Law of the State of Delaware and the laws of the
State of California, and we disclaim any opinion as to the laws of any other
jurisdiction. We further disclaim any opinion as to any statute, rule,
regulation, ordinance, order or other promulgation of any other jurisdiction or
any regional or local governmental body or as to any related judicial or
administrative decision.
II.
Based upon the foregoing and our examination of such questions of law as we
have deemed necessary or appropriate for the purpose of this opinion, and
assuming that: (i) the Registration Statement becomes and remains effective
during the period when the Shares are offered and sold; (ii) the full
consideration
<PAGE>
AMATI COMMUNICATIONS CORPORATION
December 13, 1996 Page 2
stated in the Investment Agreement dated October 3, 1996 pursuant to which the
Share are to be issued is paid for each Share and that such consideration in
respect of each Share includes payment of cash or other lawful consideration at
least equal to the par value thereof; (iii) appropriate certificates evidencing
the Shares are executed and delivered by the Company; and (iv) all applicable
securities laws are complied with, it is our opinion that the Shares covered by
the Registration Statement will be legally issued, fully paid and nonassessable.
III.
This opinion is rendered to you in connection with the Registration
Statement and is solely for your benefit. This opinion may not be relied upon by
you for any other purpose, or relied upon by any other person, firm, corporation
or other entity for any purpose, without our prior consent. We disclaim any
obligation to advise you of any change of law that occurs, or any facts of which
we may become aware, after the date of this opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
HELLER, EHRMAN, WHITE & MCAULIFFE
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated August 30, 1996,
included in Amati Communications Corporation's Form 10-K for the year ended July
27, 1996, and to all references to our Firm included in this Registration
Statement.
Arthur Andersen LLP
San Jose, California
December 13, 1996
