<PAGE> 1
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-Q
(Mark One)
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the quarterly period ended December 31, 1995
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the transition period from to
----- -----
Commission file number: 0-11778
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SEEQ TECHNOLOGY INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 94-2711298
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
47200 Bayside Parkway
Fremont, California 94538
(510) 226-7400
(Address, including zip code, of Registrant's principal
executive offices and telephone number, including area code)
---------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $0.01 par value 29,996,644
(Class of common stock) (Shares outstanding at January 31, 1996)
- -------------------------------------------------------------------------------
This report on Form 10-Q, including all exhibits, contains 15 pages. The
exhibit index is located on page 12.
<PAGE> 2
SEEQ TECHNOLOGY INCORPORATED
FORM 10-Q
Table of Contents
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements............................................................. 3
Item 2. Management's Discussion and Analysis of Financial Condition and Results ofOperations....... 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.......................................................................... 11
Item 2. Changes in Securities...................................................................... 11
Item 3. Defaults upon Senior Securities............................................................ 11
Item 4. Submission of Matters to a Vote of Security Holders........................................ 11
Item 5. Other Information.......................................................................... 11
Item 6. Exhibits and Reports on Form 8-K........................................................... 12
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SEEQ TECHNOLOGY INCORPORATED
CONDENSED FINANCIAL STATEMENTS
(Unaudited)
The Unaudited Condensed Financial Statements of SEEQ Technology
Incorporated ("SEEQ" or the "Company") have been prepared by the Company
pursuant to the rules and regulations of the Securities and Exchange Commission.
These financial statements reflect, in the opinion of management, all
adjustments (which include only normal recurring adjustments, except for those
adjustments related to certain restructuring and other expenses) necessary to
present fairly the financial position and results of operations as of and for
the periods indicated. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes the disclosures which are made are
adequate to make the information presented not misleading.
For purposes of presentation, the Company has indicated its fiscal
quarters as ending on December 31, March 31, June 30 and September 30; whereas,
in fact, the Company operates on a 52/53-week fiscal year ending on the last
Sunday in September of each year. The fiscal quarter ends are actually December
31, March 31, June 30 and September 29 for the year ending September 30, 1996
and December 25, March 26, June 25, and September 24 for fiscal 1995.
The accompanying condensed financial statements should be read in
conjunction with the financial statements and the notes thereto included in the
Company's Annual Report to Stockholders for the fiscal year ended September 30,
1995.
The results of operations for the three months ended December 31, 1995
are not necessarily indicative of the results expected for the year ending
September 30, 1996.
3
<PAGE> 4
SEEQ TECHNOLOGY INCORPORATED
CONDENSED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
--------------------------------
December 31, December 31,
1995 1994
------------ ------------
<S> <C> <C>
Revenues $4,801 $6,180
------ ------
Costs and expenses:
Cost of revenues 3,487 4,330
Research and development 786 836
Marketing, general and administrative 921 855
Restructuring (benefit) -- (285)
------ ------
Total costs and expenses 5,194 5,736
------ ------
Income (loss) from operations (393) 444
Interest expense (83) (87)
Interest and other income, net 183 142
------ ------
Income (loss) before income taxes (293) 499
Provision for income taxes - (5)
------ ------
Net income (loss) $ (293) $ 494
====== ======
Net income (loss) per share: $(0.01) $ 0.02
Shares used in per share calculation: 29,873 25,820
</TABLE>
See accompanying notes to condensed financial statements.
4
<PAGE> 5
SEEQ TECHNOLOGY INCORPORATED
CONDENSED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
Dec. 31, Sep. 30,
1995 1995
----------- --------
(Unaudited) *
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 3,112 $ 3,682
Restricted cash -- 3,000
Accounts receivable, less allowances 3,860 3,900
Inventories 2,546 2,230
Other current assets 535 212
-------- --------
Total current assets 10,053 13,024
Property and equipment, at cost 8,621 8,363
Accumulated depreciation and amortization (7,047) (6,863)
-------- --------
Property and equipment, net 1,574 1,500
Other assets 4,494 4,410
-------- --------
Total assets $ 16,121 $ 18,934
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable to bank $ -- $ 3,000
Accounts payable 2,572 1,938
Accrued salaries, wages and employee benefits 341 467
Other accrued liabilities 592 950
Current portion of long-term obligations 343 287
-------- --------
Total current liabilities 3,848 6,642
Long-term obligations 1,490 1,524
-------- --------
Total liabilities 5,338 8,166
-------- --------
Stockholders' equity:
Common stock, $0.01 par value; 40,000,000 shares
authorized, 29,992,440 and 29,769,766 shares outstanding 300 298
Additional paid-in capital 123,160 122,854
Accumulated deficit (112,677) (112,384)
-------- --------
Total stockholders' equity 10,783 10,768
-------- --------
Total liabilities and stockholders' equity $ 16,121 $ 18,934
======== ========
</TABLE>
*Condensed from audited financial statements.
See accompanying notes to condensed financial statements.
5
<PAGE> 6
SEEQ TECHNOLOGY INCORPORATED
CONDENSED STATEMENTS OF CASH FLOWS
(Increase/(Decrease) in cash and cash equivalents, in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
------------------------
Dec. 31, Dec. 31,
1995 1994
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ (293) $ 494
Adjustments to reconcile net income (loss) to net cash
used for operating activities:
Depreciation and amortization 184 184
(Benefit) provision for restructuring -- (285)
(Gain) loss on equipment disposal -- (32)
Changes in assets and liabilities:
Accounts receivable 40 (1,265)
Inventories (316) (1,072)
Other current assets (323) --
Other assets (84) 224
Accounts payable 634 1,941
Accrued salaries, wages and employee
befits (126) 36
Other accrued liabilities (358) (292)
Other long-term obligations (24) (349)
------ ------
Net cash (used for) operating activities (666) (416)
------ ------
INVESTING ACTIVITIES
Capital expenditures (131) (57)
Proceeds on disposal of equipment -- 33
Short-term investments in restricted account 3,000 --
------ ------
Net cash provided by (used for) investing activities 2,869 (24)
------ ------
FINANCING ACTIVITIES
Payments on short term borrowings (3,000) --
Payments of capital lease obligations (81) (118)
Proceeds from issuance of stock 308 18
------ ------
Net cash used for financing activities (2,773) (100)
------ ------
Net decrease in cash and cash equivalents (570) (540)
Cash and cash equivalents at beginning of period 3,682 2,253
------ ------
Cash and cash equivalents at end of period $3,112 $1,713
====== ======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest $104 $102
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITY:
Capital lease obligations incurred for the acquisition
of equipment $127 --
</TABLE>
See notes to condensed financial statements.
6
<PAGE> 7
SEEQ TECHNOLOGY INCORPORATED
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. THE COMPANY
SEEQ Technology Incorporated (the "Company"), incorporated in Delaware,
was formed on January 13, 1981 to engage in the development and sale of
state-of-the-art, high technology semiconductor devices.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Inventories
Inventories are stated at the lower of cost or market. Cost is
determined on a first-in, first-out basis. Inventories consist of the following:
<TABLE>
<CAPTION>
Dec. 31, Sep. 30,
1995 1995
-------- --------
(in thousands)
<S> <C> <C>
Raw materials $ 31 $ 16
Work in process 1,558 1,379
Finished goods 957 835
------ ------
$2,546 $2,230
====== ======
</TABLE>
Property and Equipment
Property and equipment are stated at cost. Depreciation is computed
using the straight-line method over the estimated useful lives of the assets,
generally five years. Depreciation of leasehold improvements is computed using
the shorter of the remaining term of the leases or the estimated useful lives of
the improvements. Depreciation for federal income tax purposes is computed using
accelerated methods. The following table sets forth property and equipment
during the periods indicated:
<TABLE>
<CAPTION>
Dec. 31, Sep. 30,
1995 1995
-------- --------
(in thousands)
<S> <C> <C>
Machinery and equipment $5,712 $5,596
Furniture and fixtures 2,575 2,446
Leasehold improvements 334 321
------ ------
Total property and equipment, at cost 8,621 8,363
Less: Accumulated depreciation and amortization (7,047) (6,863)
------ ------
Total property and equipment, net $1,574 $1,500
====== ======
</TABLE>
Net Income (Loss) Per Share
Net income (loss) per share is computed using the weighted average
number of common shares outstanding and dilutive common equivalent shares
outstanding. Dilutive common stock equivalents shares include stock options and
warrants using the treasury stock method. Common equivalent shares that result
from the assumed exercise of stock options and warrants were not included in the
calculation of the current quarter net loss per share since their effect is
antidilutive.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the
Interim Condensed Financial Statements and Notes thereto and the SEEQ
Technology Incorporated Annual Report and Form 10-K for the fiscal year ended
September 30, 1995.
RESULTS OF OPERATIONS
Revenues
Net sales were $4,801,000 in the first quarter of fiscal 1996, a
decrease of $1,379,000 from net sales of $6,180,000 for the first quarter of
fiscal 1995. As previously disclosed, the Company's orders from Apple Computer
ended in March 1995. Consequently, there were no LAN subsystem product sales
in the first quarter of fiscal 1996, compared to $2,125,000 for the first
quarter of fiscal 1995. Local area network ("LAN") integrated circuit sales in
the first quarter of fiscal 1996 were $4,801,000, which represented an increase
of $746,000, or 18%, over the first quarter of fiscal 1995. This increase was
due to a 38% increase in unit sales volumes, partially offset by a 14% decrease
in average selling prices. During the first quarter of fiscal 1996, production
volumes were not sufficient to meet demand due primarily to issues relating to
discontinuing business with one foundry while initiating production ramp-up at
three other foundries.
Gross Product Margins
The Company includes in cost of sales all costs associated with the
subcontract manufacturing, electrical test, subcontract assembly and final test
of its integrated circuits and subsystems, warehousing, shipping, product
returns and reserves for inventory obsolescence. Allowances for product returns
are deducted from sales revenues. Gross profit for the first quarter of fiscal
1996 was $1,314,000, a decrease of $536,000 from the first quarter of fiscal
1995. The decrease in margin was mainly attributable to lower sales and
increased costs associated with start-up expenses on new products. Gross
margins in future periods will be affected primarily by sales levels and
product mix, average selling prices, wafer yields, the introduction of new
products and changes in manufacturing costs.
Research and Development
Research and development expenditures decreased from $836,000 in the
first quarter of fiscal 1995 to $786,000 in the first quarter of fiscal 1996.
As a percentage of net sales, research and development expenditures increased
from 14% in the first quarter of fiscal 1995 to 16% in the first quarter of
fiscal 1996 due to lower revenues. The Company expects that the level of
research and development spending will increase in absolute dollars in the next
several quarters as a result of increased development efforts on new LAN
products, but may vary as a percentage of net sales.
Marketing, General and Administrative Expenses
Marketing, general and administrative expenses increased from $855,000
in the first quarter of fiscal 1995 to $921,000 in the first quarter of fiscal
1996, and increased as a percentage of sales from 14% to 19% for the same
periods respectively. This increase is attributable primarily to an increase
in commissions payable to outside sales representatives on LAN IC sales. The
Company anticipates that the level of marketing, general and administrative
expenses will remain at similar levels in absolute dollars in future quarters
during the remainder of this fiscal year, but are expected to vary as a
percentage of net sales.
8
<PAGE> 9
Restructuring
During the first fiscal quarter of 1995, the Company sublet the entire
facility in which its headquarters and operations were located at a higher
rental rate than previously estimated, and as a result recorded an $842,000
reduction to its restructuring reserves. Offsetting this benefit, the Company
recorded changes in estimates to the restructuring reserves for the EEPROM
Asset Sale, litigation costs and end-user Ethernet adapter board products
write-off of $557,000, resulting in a net benefit for the quarter of $285,000.
There was no restructuring charge or benefit during the first quarter of fiscal
1996. The restructuring reserve balance at September 30, 1995 of $996,000 was
reduced by $212,000 to $784,000 during the quarter ending December 31, 1995.
This reduction in the reserve resulted from payments of $185,000 for costs
associated with the settlement agreement with Hualon Microelectronics
Corporation. In addition, $27,000 for rent payments in excess of the sublease
on the Company's former facility were made during the quarter. As of December
31, 1995, the balance of accrued restructuring reserves was $784,000.
Interest Expense
Interest expense has resulted primarily from borrowings under the
Company's credit facility and from leases of capitalized equipment. Interest
expense decreased from $87,000 in the first quarter of fiscal 1995 to $83,000
in the first quarter of fiscal 1996 as a result of the lower average balance of
borrowings on the Company's credit facility.
Interest Income and Other, Net
Interest income and other, net increased from $142,000 in the first
quarter of fiscal 1995 to $183,000 in the first quarter of fiscal 1996
primarily due higher average cash balances in cash, restricted cash and cash
held in escrow invested in short-term investment instruments.
Income Taxes
The Company's provision for income taxes for the first quarter of
fiscal 1995 was computed by applying the estimated annual effective tax rate to
income before taxes.
Factors Affecting Future Operating Results
The semiconductor industry is highly cyclical. The industry is
characterized by rapid technological change, fluctuations in end-user demand
and price erosion. Accordingly, a particular company's operating results may
be affected not only by industry-wide demand, but also by timely introduction
of new products, market acceptance of competitive products, price competition
and the distribution channels for its products. The Company's future quarterly
operating results may also fluctuate as a result of other Company specific
factors, such as price competition for mature products, growth of the Ethernet
LAN segment of the electronics market and acceptance of the Company's newly
introduced products for that market segment, access to production capacity at
outside foundries, variation in manufacturing yields for its products,
significant expenditures for new products and process development, and
dependence on certain customer product shipment demands. Due to the foregoing
and other factors, past results may not be indicative of future results.
In addition, the securities of many high-technology companies have
historically been subject to extreme price and volume fluctuations. The
Company may be subject to these same fluctuations which may adversely affect
the market price of the Company's common stock.
9
<PAGE> 10
LIQUIDITY AND CAPITAL RESOURCES
The Company has satisfied its cash requirements principally through
the public and private sale of securities, cash flow from operations and
borrowings under bank lines of credit and capital lease financing.
Management believes that existing sources of liquidity, anticipated
cash flow from operations, and borrowings under the Company's credit facility
will be adequate to satisfy its cash requirements at least through the end of
fiscal 1996. However, there can be no assurance that the Company will have
adequate resources to satisfy such requirements. It may become necessary for
the Company to raise funds from debt and/or equity financing. There can be no
assurance that such funds will be available on terms acceptable to the Company,
if at all.
The Company's cash and cash equivalents balance decreased from
$3,682,000 as of September 30, 1995 to $3,112,000 as of December 31, 1995,
primarily from cash used for operating activities and for capital lease
obligations which were offset by proceeds from stock option exercises during
the quarter.
Operating Activities
Cash flows used for operating activities increased from $416,000 in
the first quarter of fiscal 1995 to $666,000 in the first quarter of fiscal
1996, due primarily to the net loss for the quarter, increased inventory and
other current asset balances, decreased other accrued liabilities which was
partially offset by an increase in accounts payable.
Investing Activities
Cash flows provided by investing activities of $2,869,000 during the
first quarter of fiscal 1996 includes $3,000,000 from the maturity of short
term investments of restricted cash, the proceeds of which were used to pay off
the Company's short term borrowings. Capital expenditures during the first
quarter of fiscal 1996 were $258,000 of which $127,000 was leased and $131,000
was paid in cash.
Financing Activities
Cash flows used for financing activities was $2,773,000 in the quarter
ended December 31, 1996 compared to $100,000 in the quarter ended December 31,
1995. During the quarter ending December 31, 1995, the Company paid off short
term borrowings of $3,000,000 with restricted cash. Proceeds from the issuance
of stock pursuant to the exercise of stock options and the company's employee
periodic stock purchase plan was $308,000 in the first quarter of fiscal 1996
compared to $18,000 during the first quarter of fiscal 1995.
In November 1993, the Company entered into a two-year line of credit
agreement with The CIT Group ("CIT"). Although the Company was not required to
make use of the bank line of credit, during the second quarter of fiscal 1994
it used cash resources to reduce its effective short-term credit borrowings
interest rate by borrowing the minimum required borrowings of $3,000,000 under
a secured bank line of credit with CIT, and investing the proceeds in a
short-term certificate of deposit. Effective November 22, 1995, the Company
renewed the credit facility with CIT for a two year term, subject to renewal
thereafter. Under the terms of the new credit agreement, the minimum borrowing
requirement has been reduced to $1,500,000 and is only applicable in the event
the Company has a loan balance outstanding with CIT. The credit agreement does
not contain any restrictive or financial covenants. Interest on borrowings is
payable at the lender's reference prime rate plus 2.0% per annum. There were no
borrowings under this line as of December 31, 1995.
10
<PAGE> 11
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On November 28, 1995, Level One Communications Incorporated ("Level One") filed
a complaint against the Company, in the United States District Court of
Northern California, alleging patent infringement. In the complaint, Level One
claims that the Company has used and sold products in violation of two of Level
One's patents. Level One seeks immediate and permanent injunctive relief
preventing the Company from making, using, or selling any devices that infringe
such patents and unspecified damages. The Company intends to vigorously contest
all of Level One's claims. Based on the Company's limited review to date,
management believes that the claims asserted by Level One are without merit and
that the outcome of these legal proceedings will not have a material adverse
effect on the Company's financial position or results of operations, although
there can be no assurance as to such matters. Patent litigation is often highly
complex, can extend for a protracted period of time, can involve substantial
cost to the Company and may divert the attention of the Company's management
and technical personnel, which can substantially increase the cost of such
litigation. There can be no assurance that such costs and diversion of
resources would not have a material adverse effect on the Company's business,
financial condition and results of operations.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: For a list of exhibits to this Form 10-Q see the exhibit
index located on pages 12-13.
(b) Reports on Form 8-K: None.
11
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENT
- ----------- -----------------------
<S> <C>
3.1 Certificate of Incorporation (incorporated herein by reference to Registrant's Registration Statement on Form S-1
(Registration No. 33-47985)).
3.2 Bylaws (incorporated herein by reference to Registrant's Registration Statement on Form S-1 (Registration No. 33-
47985)).
4.1 Rights Agreement dated as of April 21, 1995 between the Company and American Stock Transfer and Trust Company,
including exhibits thereto (incorporated herein by reference to Registrant's Form 8-A on May 2, 1995).
10.1 Form of Indemnification Agreement with Directors and Officers (incorporated herein by reference to Registrant's Form 8-
B filed on June 2, 1987).
10.2 Executive Compensation Plans and Arrangements.
10.2.1 Restated Periodic Purchase Plan, as amended (incorporated herein by reference to Registrant's Annual Report on Form 10-
K for the fiscal year ended September 30, 1991).
10.2.2 Notice of Periodic Purchase Plan Offerings (incorporated herein by reference to Registrant's Form S-8 Registration
Statement (Registration No. 33-27419) filed on March 7, 1989.
10.2.3 Restated 1982 Stock Option Plan, as amended (incorporated herein by reference to Registrant's Form S-8 Registration
Statement (33-6544) filed on July 2, 1993.
10.2.4 1989 Non-Employee Director Stock Option Plan (incorporated herein by reference to Registrant's Form S-8 Registration
Statement (Registration No. 33-35838) filed on July 11, 1990).
10.4 Stock Purchase Agreement dated as of July 16, 1990 between the Company and Hualon Microelectronics Corporation
(incorporated herein by reference to Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 1990).
10.5 Technology Transfer and Foundry Agreement dated as of July 16, 1990 between the Company and Hualon Microelectronics
Corporation (subject to confidential treatment) (incorporated by reference to Registrant's Quarterly Report on Form 10-
Q for the period ended June 30, 1990).
10.5.1 Settlement Agreement, Release and Tolling Agreement dated as of August 16, 1995 by and between the Company and Hualon
Microelectronics Corporation (subject to confidential treatment).
10.5.2 Amendment to Technology Transfer and Foundry Agreement dated August 16, 1995 by and between the Company and Hualon
Microelectronics Corporation (subject to confidential treatment).
10.9 Foundry Agreement dated as of November 15, 1991 between the Company and International Microelectronics Products Inc.
(subject to request for confidential treatment) (incorporated herein by reference to Registrant's Annual Report on Form
10-K for the fiscal year ended September 30, 1991).
</TABLE>
12
<PAGE> 13
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENT
- ----------- -----------------------
<S> <C>
10.10 Loan and Security Agreement with CIT Group/Credit Finance, Inc. dated November 22, 1993 (incorporated by reference
herein to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1993).
10.10.1 Agreement to Renew and Amend Loan and Security Agreement dated November 22, 1995 between the Company and CIT
Group/Credit Finance, Inc.
10.11 Warrant Agreement dated January 29, 1992 between the Company and certain stockholders (incorporated by reference herein
to Registrant's Registration Statement on Form S-1 (Registration No. 33-64822)).
10.12 Warrant Agreement dated April 27, 1993 between the Company and certain stockholders (incorporated by reference herein
to Registrant's Registration Statement on Form S-1 (Registration No. 33-64822)).
10.13 Form of Warrant issued by the Company to certain stockholders on July 30, 1993 (incorporated by reference herein to
Registrant's Registration Statement on Form S-1 (Registration No. 33-64822)).
10.14 Stock Purchase Agreement and Exhibits thereto dated January 10, 1992 between the Company and certain stockholders
(incorporated by reference herein to Registrant's Registration Statement on Form S-1 (Registration No. 33-64822)).
10.15 Asset Purchase Agreement dated February 7, 1994 between the Company and Atmel Corporation (incorporated by reference to
the Company's Form 8-K dated February 7, 1994).
10.16 Stock Purchase Agreement dated February 7, 1994 between the Company and Atmel Corporation (incorporated by reference to
the Company's Form 8-K dated February 6, 1994).
10.17 Escrow Agreement dated February 7, 1994 between the Company, Atmel Corporation and Wilson, Sonsini, Goodrich & Rosati,
P.C. (incorporated by reference to the Company's Form 8-K dated February 7, 1994).
10.18 Escrow Agreement dated April 14, 1994 between the Company, Atmel and Bank of America NT&SA (incorporated by reference
to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1994).
11.1 Schedule of Computation of Earnings Per Share
13.1 Registrant's Proxy Statement for the 1996 Annual Meeting of Stockholders, to be filed with the Securities and Exchange
Commission.
(a) Reports on Form 8-K. The Company filed no Current Reports on Form 8-K during the quarter ended December 31, 1995.
27.1 Financial Data Schedules
</TABLE>
13
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
SEEQ TECHNOLOGY INCORPORATED
(Registrant)
Dated: February 13, 1996 By:
/s/Phillip J. Salsbury
-------------------------------------
Phillip J. Salsbury
President and Chief Executive Officer
Dated: February 13, 1996 By:
/s/Robert O. Hersh
-------------------------------------
Robert O. Hersh
Vice President, Finance, Chief Financial Officer
and Secretary
14
<PAGE> 1
SEEQ TECHNOLOGY INCORPORATED
EXHIBIT 11
SCHEDULE OF COMPUTATION OF EARNINGS PER SHARE
(in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
-----------------------
Dec. 31, Dec. 31,
1995 1994
-------- --------
<S> <C> <C>
Earnings:
Net income (loss) $ (293) $ 494
======= =======
Shares:
Average common shares outstanding 29,873 25,815
Add effect of dilutive options and warrants
(as determined by the treasury stock method) -- 5
------- -------
As Adjusted 29,873 25,820
======= =======
Earnings per share $ (0.01) $ 0.02
======= =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000702756
<NAME> SEEQ TECHNOLOGY INC
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> DEC-31-1995
<CASH> 3,112
<SECURITIES> 0
<RECEIVABLES> 3,860
<ALLOWANCES> 0
<INVENTORY> 2,546
<CURRENT-ASSETS> 10,053
<PP&E> 8,621
<DEPRECIATION> 7,047
<TOTAL-ASSETS> 16,121
<CURRENT-LIABILITIES> 3,848
<BONDS> 1,490
0
0
<COMMON> 300
<OTHER-SE> 10,483
<TOTAL-LIABILITY-AND-EQUITY> 16,121
<SALES> 4,801
<TOTAL-REVENUES> 4,801
<CGS> 3,487
<TOTAL-COSTS> 3,487
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 83
<INCOME-PRETAX> (293)
<INCOME-TAX> 0
<INCOME-CONTINUING> (293)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (293)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
