<PAGE> 1
As filed with the Securities and Exchange Commission on MAY 14, 1996
Registration No. 33-84018
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
SEEQ TECHNOLOGY INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 94-2711298
(State of Incorporation) (I.R.S. Employer Identification No.)
47200 Bayside Parkway
Fremont, California 94538
(510) 226-7400
(Address and telephone number of principal executive offices)
---------------------------
ROBERT O. HERSH
Vice President, Finance and Administration
SEEQ Technology Incorporated
47200 Bayside Parkway
Fremont, California 94538
(510) 226-7400
(Name, address and telephone number of agent for service)
---------------------------
Copies to:
SCOTT D. LESTER, ESQ.
Brobeck, Phleger & Harrison LLP
One Market
Spear Street Tower
San Francisco, California 94105
(415) 442-0900
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.
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 of 1933, check the following box and
list the Securities Act of 1933 registration statement number of earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities Act
of 1933 registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
---------------------------
THIS POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT SHALL HEREAFTER
BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(C) OF THE SECURITIES ACT OF 1933.
================================================================================
<PAGE> 2
3,614,701 SHARES
SEEQ TECHNOLOGY INCORPORATED
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
-----------------
This Prospectus relates to the public offering, which is not being
underwritten, of 3,614,701 shares (the "Shares") of Common Stock of SEEQ
Technology Incorporated ("SEEQ" or the "Company"). The Shares are being offered
hereby by Atmel Corporation, a stockholder of the Company ("ATMEL" or the
"Selling Stockholder"), from time to time in transactions in the
over-the-counter market, in negotiated transactions, or a combination of such
methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to prevailing market prices or
at negotiated prices. The Selling Stockholder may effect such transactions by
selling the Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Stockholder and/or the purchasers of the Shares for whom such
broker-dealers may act as agents or to whom they sell as principals, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions). To the extent required, information regarding the
specific Shares to be sold, the name of the Selling Stockholder, the public
offering price, the names of any such agent, dealer or underwriter, and any
applicable commission or discount with respect to any particular offer is set
forth herein or will be set forth in an accompanying Prospectus Supplement. See
"Selling Stockholder" and "Plan of Distribution."
None of the proceeds from the sale of the Shares by the Selling Stockholder
will be received by the Company. The Company has agreed to bear certain expenses
(other than underwriting discounts and commissions and brokerage commissions and
fees) in connection with the registration and sale of the Shares being offered
by the Selling Stockholder.
Including the shares offered hereby, approximately 3,765,000 outstanding
shares of the Company's Common Stock have been registered by the Company under
the Securities Act for resale in the public markets by the holders of such
shares. All of such shares were purchased directly from the Company in private
transactions. The sale of such shares in the open market could have a material
adverse effect on the market price of the Company's Common Stock.
-------------------------------
The Common Stock offered hereby involves a high degree of risk.
See "Risk Factors" beginning on page 5.
-------------------------------
The Company's Common Stock is traded on the Nasdaq National Market under
the symbol "SEEQ." The last sale price of the Company's Common Stock as reported
on the Nasdaq National Market on May 10, 1996 was $3-3/8 per share.
-------------------------------
The Selling Stockholder and any broker-dealers, agents or underwriters that
participate with the Selling Stockholder in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act of 1933 (the "Securities Act"), and any commissions received by
them and any profit on the resale of the Shares purchased by them may be deemed
to be underwriting commissions or discounts under the Securities Act. See "Plan
of Distribution" herein for a description of indemnification arrangements.
-------------------------------
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 May 14, 1996.
<PAGE> 3
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR BY ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY THE SHARES TO ANY PERSON OR BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION MAY NOT LAWFULLY BE MADE.
AVAILABLE INFORMATION
SEEQ Technology Incorporated ("SEEQ" or the "Company") is subject to
the informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
and information statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy and information
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices located at Seven World Trade Center, Suite 1300, New York, New
York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material can also be obtained from the Public
Reference Branch of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates.
The Company has filed with the Commission a Registration Statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act, with respect to the Common
Stock offered hereby. This Prospectus does not contain all of the information
set forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the Shares offered hereby, reference
is hereby made to the Registration Statement. Statements contained in this
Prospectus concerning the provisions of any documents referred to are not
necessarily complete, and each such statement is qualified in its entirety by
reference to the copy of such document filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in this Prospectus by reference: (1) the Company's Annual Report on
Form 10-K, as amended by the Annual Report on Form 10-K/A, for the fiscal year
ended September 30, 1995, filed pursuant to Section 13 of the Exchange Act; (2)
the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 1995, filed pursuant to Section 13 of the Exchange Act; (3) the
Company's Proxy Statement dated February 15, 1996 for the 1996 Annual Meeting of
Stockholders of the Company, filed pursuant to Section 14 of the Exchange Act;
(4) THE description of the Company's Common Stock contained in its Registration
Statement on Form 8-B filed with the Commission on June 2, 1987; (5) the
description of the Company's Common Stock contained in its Registration
Statement on Form 8-A filed on May 2, 1995; and (6) all other reports filed by
the Company pursuant to Section 13(a) or 15(d) of the Exchange Act.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 12, 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the effective date of the Registration Statement, but prior to the termination
of the offering made hereby, shall be deemed to be incorporated by reference
into this Prospectus. Each document incorporated into this Prospectus by
reference shall be deemed to be a part of this Prospectus from the date of the
filing of such document with the Commission. Any statement contained in a
document incorporated by reference, or deemed to be incorporated by reference,
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein, or in any
subsequently filed document which is also incorporated by reference herein,
modifies or supersedes such
2
<PAGE> 4
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the request of any such person, a copy of
any or all of the documents which are incorporated herein by reference (other
than exhibits to such documents that are not specifically incorporated by
reference herein). Requests should be directed to SEEQ Technology Incorporated,
47200 Bayside Parkway, Fremont, California 94538, Attention: Secretary,
telephone (510) 226-7400.
3
<PAGE> 5
THE COMPANY
SEEQ Technology Incorporated (herein "SEEQ" or the "Company") is a
leading supplier of Ethernet data communications products for networking
applications. As an Ethernet silicon pioneer, SEEQ introduced the industry's
first Ethernet chip set in 1982. Ethernet is the dominant local area network
("LAN") technology today and was originally developed by Xerox and Digital
Equipment Corporation in the late 1970s. SEEQ combines its strengths in digital
circuit and analog design with its communications systems expertise to produce
mixed-signal data communications solutions that provide increased functionality
and greater reliability that result in lower total system cost. In 1983, the
Company successfully developed the industry's first integrated Ethernet data
communications controller. In 1994, the Company introduced the industry's first
Fast Ethernet (100 megabits per second ("Mbps")) four-port controller.
SEEQ's product development and marketing strategy is to sell its
products to systems manufacturers who are performance and volume leaders in the
information networking, telecommunications, personal computer, workstation and
printer markets. The Company's more than 150 customers worldwide include such
industry leaders as Apple Computer, Bay Networks, Cabletron, Cisco Systems,
Compaq, Hewlett-Packard, Intel, and 3COM. SEEQ's Ethernet data communications
products are sold in numerous market applications of Ethernet adapter cards,
workstations, media attachment units, print servers, file servers, multiport
repeaters, standard hubs, switching hubs, bridges and routers.
SEEQ's complete product line includes Ethernet data communications
controllers, AutoDUPLEX(TM) Ethernet chip sets for automatic full duplex
switched Ethernet applications, encoders/decoders, coaxial cable CMOS
transceivers and unshielded twisted pair cable CMOS transceivers, and networking
modules. In order to meet customers' needs for higher-speed LAN solutions, the
Company has developed a new generation of products for Fast Ethernet, a new
high-speed LAN technology. Fast Ethernet is a 100Mbps version of traditional
10Base-T Ethernet (10Mbps). The Company also sells media signaling integrated
circuits for another emerging high speed LAN market, Asynchronous Transfer Mode
("ATM").
The Company was founded in 1981 to develop, manufacture and market
products incorporated metal-oxide-silicon ("MOS") reprogrammable, nonvolatile
memory integrated circuit technology. In February 1994, the Company sold its
nonvolatile memory technology and related assets to focus on the data
communications market.
4
<PAGE> 6
RISK FACTORS
In addition to the other information contained or incorporated by
reference in this Prospectus, the following factors should be considered
carefully in evaluating an investment in the Common Stock offered hereby.
HISTORY OF OPERATING LOSSES; UNCERTAINTY OF FUTURE FINANCIAL RESULTS
The Company incurred substantial operating losses during each of the
five fiscal years ended September 30, 1994. During the fiscal years ended
September 30, 1990, 1991, 1992, 1993 and 1994, the Company incurred operating
losses of $26.1 million, $3.2 million, $11.3 million, $4.1 million and $7.9
million, respectively. The Company achieved a profit of approximately $1.3
million, or $0.05 per share, for the fiscal year ended September 30, 1995. In
the first quarter of fiscal 1996 the Company reported a loss of $293,000 and
therefore at December 31, 1995, the Company had an accumulated deficit of
approximately $112.7 million. There can be no assurance that the Company will
be able to achieve profitability or revenue growth in the future. The
Company's ability to maintain profitability in the future will depend, among
other things, on its ability to successfully manufacture and sell its products,
to develop new products and to control its costs and expenses. Failure by the
Company to achieve and maintain revenue growth or profitability would impair the
Company's ability to sustain its operations.
LIQUIDITY; FUTURE CAPITAL REQUIREMENTS
At December 31, 1995, the Company's unused sources of liquidity
consisted of approximately $3.1 million in cash and cash equivalents. As a
result of the sale by the Company of assets related to its electrically
eraseable programmable read only memory ("EEPROM") products (the "EEPROM Asset
Sale") and stock to Atmel on February 7, 1994, the Company received cash
proceeds of approximately $5,000,000 and 135,593 shares of Atmel Common Stock.
Approximately $4.4 million (including interest earned thereon) of the proceeds
on the sale of the shares of Atmel Common Stock received by the Company in the
EEPROM Asset Sale are currently held in escrow pending any claims of indemnity
by Atmel with respect to the nonvolatile memory technology. This $4.4 million
(including interest earned thereon) has been classified by the Company as a
long-term asset in the Company's balance sheet as of December 31, 1995. In
November 1993, the Company entered into a two-year line of credit agreement with
the CIT Group Incorporated ("CIT"). Effective November 22, 1995, the Company
renewed the credit agreement with CIT for a two-year term, subject to renewal
thereafter. The credit agreement provides for borrowings of up to 80% of
eligible accounts receivable not to exceed $5,000,000. Interest on borrowings is
charged at CIT's prime lending rate plus 2% and is payable monthly. This credit
facility is secured by all of the Company's assets. There can be no assurance
that the Company will have adequate resources to satisfy its operating and
working capital requirements. In addition, it may become necessary for the
Company to raise additional 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.
FACTORS AFFECTING OPERATING RESULTS
The Company believes that its future annual and quarterly operating
results will be subject to quarterly variations based upon a wide variety of
factors that could have a material adverse effect on the Company's revenues and
profitability, many of which are outside the control of the Company. These
factors include fluctuations in manufacturing yields, the timing of introduction
of new products by the Company and its competitors, changes in the markets
addressed by the Company's products, market acceptance of the Company's and its
customers' products, the volume and timing of orders received, changes in the
Company's product mix and customer base, the timing and extent of research and
development expenditures, the availability and cost of semiconductor wafers from
outside foundries, product obsolescence, price erosion, competitive factors,
cyclical semiconductor industry conditions and general economic conditions. The
Company's net revenue and cost of
5
<PAGE> 7
sales vary depending upon the mix of products sold. Any unfavorable changes in
manufacturing yields or product mix, delays in new product introductions,
underutilization of manufacturing capacity, increased price competition or other
factors could have a material adverse effect on the Company's operating results
and financial condition. Historically, average selling prices in the
semiconductor industry have decreased over the life of any particular product.
There can be no assurance that the average selling prices of the Company's
current or future products will not be subject to significant pricing pressures
in the future. In addition, the Company's business is characterized by
short-term orders and shipment schedules, and customer orders typically can be
canceled or rescheduled without significant penalty to the customer. Due to the
absence of substantial noncancellable backlog, the Company typically plans its
production and inventory levels based on internal forecasts of customer demand,
which are highly unpredictable and can fluctuate substantially. In addition, the
Company is limited in its ability to reduce costs quickly in response to any
revenue shortfalls, which could have a material adverse effect on the Company's
business, operating results and financial condition.
DEPENDENCE ON NEW PRODUCT DEVELOPMENT AND TECHNOLOGICAL CHANGE
The average selling prices of the Company's products historically have
decreased over the products' lives and are expected to continue to do so. To
offset average selling price decreases typically experienced over the life of
any particular product, the Company relies primarily on obtaining cost
reductions in the manufacture of those products and on introducing new, higher
priced products which incorporate advanced features or address new or emerging
markets. To the extent that such cost reductions and new product introductions
do not occur in a timely manner, the Company's operating results will be
adversely affected. As a result, the Company's operating results will depend to
a substantial extent on its ability to continue to successfully introduce new
products on a timely basis that compete effectively on the basis of price and
performance and that address customer requirements. The success of new product
introductions into the marketplace is dependent upon several factors, including
proper new product definition, timely completion and introduction of new product
designs, availability of production capacity, achievement of acceptable
manufacturing yields and market acceptance of such new products. The development
cycle for new products is generally one to two years, depending upon the
complexity of the product. Accordingly, new product development requires a
long-term forecast of market trends and customers' needs and may be adversely
affected by competing technologies serving markets addressed by the Company's
products. Although the Company has successfully developed new products in the
past, there can be no assurance that it will continue to be able to do so in the
future. In this regard, as a result of the Company's financial results in the
past several years and other factors, the Company has been unable to introduce
new products as fast as existing products become obsolete or as such product
sales decline, as reflected by the reductions in sales over such period. The
Company has recently experienced certain delays in the development of certain of
its new products, which the Company believes may have a material adverse effect
on the Company's results of operations in future periods. Although the Company
has increased its development efforts over the past year, there can be no
assurance that such delays will not continue to occur in future periods. The
markets for the original equipment manufacturers who purchase the Company's
products are characterized by rapidly changing technology, evolving industry
standards and improvements in products and services. If technologies or
standards supported by the Company's products become obsolete or fail to gain
widespread commercial acceptance, the Company's business may be materially
adversely affected. As a result, the Company believes that continued significant
expenditures for research and development will be required in the future. If the
Company were unable to design, develop and introduce competitive products on a
timely basis, its future operating results would be materially adversely
affected.
New products are generally incorporated into a customer's products or
systems at the design stage. However, design wins, which can often require
significant expenditures by the Company, may precede the generation of volume
sales, if any, by a year or more. Moreover, the value of any design win will
depend in large part on the ultimate success of the customer's product and on
the extent to which the system's design accommodates components manufactured by
the Company's competitors. No assurance can be given that the Company will
achieve design wins or that any design win will result in significant future
revenue.
6
<PAGE> 8
CUSTOMER CONCENTRATION
During certain periods, a relatively small number of the Company's
customers have accounted for a significant portion of the Company's revenues.
Sales to Apple Computer and Serial Systems accounted for approximately 17% and
16% of the Company's revenues in fiscal 1995, respectively. Sales to Apple
Computer and Cisco Systems accounted for approximately 16% and 11% of the
Company's revenues in fiscal 1995, respectively. The reduction, delay or
cancellation of orders from one or more of the Company's significant customers
for any reason, including a reduction in the demand for data communications
products that include the Company's products, could have a material adverse
effect on the Company's results of operations and financial condition. The
Company's sales to its customers are made under purchase orders and not pursuant
to any long-term agreements. In addition, the Company's products are often
sole-sourced to its customers, and the Company's operating results and financial
condition could be materially and adversely affected if one or more of the
Company's major customers were to develop other sources of supply. Furthermore,
in view of the short product life cycles, in the market for data communications
products, the Company's operating results would be materially and adversely
affected if one or more of the Company's significant customers were to purchase
integrated circuits manufactured by one of the Company's competitors for
inclusion in new generations of products developed by its customers. The Company
is also dependent upon sales representatives and distributors for the sales of
its products to systems manufacturers. There can be no assurance that the
Company's current customers will continue to place orders with the Company, that
orders by existing customers will continue at the levels of previous periods, or
that the Company will be able to obtain orders from new customers. The loss of
one or more of the Company's current customers could have a material adverse
effect on the Company's business, operating results and financial condition. In
this regard, in the second quarter of fiscal 1995, the Company was notified by
Apple Computer that the Company would receive no additional orders for the media
attachment unit ("MAU") that the Company had been manufacturing for Apple.
Sales of MAUs to Apple accounted for approximately 17% of the Company's revenues
in fiscal 1995. As a result, the loss of such sales had a material adverse
effect on the Company's results of operations. In response, the Company has
attempted to replace such sales through sales of its LAN integrated circuits to
Apple Computer and other customers.
DEPENDENCE UPON INDEPENDENT MANUFACTURERS AND ASSEMBLY SUPPLIERS
All of the Company's products are currently manufactured to the
Company's specifications by independent subcontractors, and the Company
maintains no wafer manufacturing or assembly operations of its own. The Company
currently utilizes semiconductor wafer manufacturing subcontractors located in
South Korea, Japan, Taiwan and the United States. The Company also contracts
with independent assembly suppliers located in Asia for the assembly of all of
its products, and relies principally on one assembly contractor located in South
Korea. As a result, all of the Company's products are manufactured by
independent foundries and assembled by foreign assembly contractors.
Consequently, the Company currently relies exclusively on the manufacturing,
assembly and other resources of these independent manufacturers and assembly
suppliers. Currently, certain of these independent manufacturers serve as the
sole source for several of the Company's products. The Company's reliance on
subcontractors to manufacture and assemble its products involves significant
risks, including reduced control over delivery schedules, the potential lack of
adequate capacity, reduced control over fluctuations in manufacturing yields,
discontinuation or phase-out of such subcontractors' production processes, and
potential misappropriation of proprietary intellectual property. There can be no
assurance that the Company will not experience problems in timeliness, yields
and quality of wafer deliveries from its wafer manufacturing subcontractors,
each of which could have a material adverse effect on the Company's operations
and operating results. In addition, although the Company has entered into
manufacturing agreements with each of these independent manufacturers, there can
be no assurance that such manufacturers will continue to manufacture products
for the Company.
7
<PAGE> 9
The Company generally does not have long-term, non-cancelable contracts
with its wafer suppliers. Therefore, the Company's wafer suppliers could choose
to prioritize capacity for other uses or reduce or eliminate deliveries to the
Company on short notice. Accordingly, there can be no assurance that the
Company's foundries will allocate sufficient wafer manufacturing capacity to the
Company to satisfy the Company's product requirements. In addition, the Company
has been, and expects to continue to be in the future, particularly dependent on
one or more foundries for its wafer manufacturing requirements. Any sudden
demand for an increased amount of wafers or sudden reduction or elimination of
any existing source or sources of wafers could result in a material delay in the
shipment of the Company's products. In this regard, in the fourth quarter of
fiscal 1995, the Company was notified by one of its foundry suppliers that it
would no longer supply wafers to the Company. During the first quarter of fiscal
1996, production volumes were not sufficient to meet demand primarily due to
issues relating to the discontinuance of a foundry supplier while initiating
production ramp-up at three other foundries. Although the company has recently
added additional independent wafer suppliers, there can be no assurance that
such events will not have a material adverse effect on the Company's results of
operations and financial condition or that material disruptions in supply,
which have occurred periodically in the past, will not occur in the future. Any
such disruption could have a material adverse effect on the Company's operating
results and financial condition. In the event the Company were unable to qualify
alternative manufacturing sources for existing or new products in a timely
manner or such sources were unable to produce wafers with acceptable
manufacturing yields, the Company's business, operating results and financial
condition would be materially and adversely affected.
DEPENDENCE ON FOUNDRY MANUFACTURING
The manufacture of semiconductor wafers for the Company's products is a
highly complex process that requires a high degree of technical skill,
state-of-the-art equipment and effective cooperation between the wafer foundry
and the Company's engineering staff to produce acceptable yields. Worldwide
manufacturing capacity for these products is limited. Therefore, significant
interruptions in supply from any of the Company's independent foundries could
adversely affect the Company and its results of operations. Other unanticipated
changes in the Company's wafer supply or assembly arrangements could reduce
product availability, increase cost, impair quality and reliability or decrease
yield. Many of the factors that could result in such changes are beyond the
Company's control. To a considerable extent, the Company's ability to succeed in
the future will depend on its ability to maintain access to advanced wafer
fabrication technologies. Since the Company does not own or operate its own
wafer fabrication or process development facility, the Company depends upon
independent companies to provide access to such technologies. In light of this
dependency, and the intensely competitive nature of the semiconductor industry,
there is no assurance that either technology advantages or timely product
introduction can be maintained in the future. In connection with its
arrangements with foreign independent wafer suppliers, it is necessary for the
Company to provide such suppliers with proprietary information regarding its
process and product technologies. Although the Company has entered into
confidentiality and nondisclosure agreements with its foreign suppliers, there
can be no assurance that the Company will be able to protect its rights under
its patents, copyrights, maskwork rights or such confidentiality and
nondisclosure agreements in foreign countries.
MANUFACTURING; VARIATION IN PRODUCTION YIELDS
The manufacture of semiconductor products is highly complex, involving
many precise and critical steps, and is sensitive to a wide variety of factors,
including the level of contaminants in the manufacturing environment, impurities
in the materials used and the performance of sophisticated electronic equipment.
Technical problems which may arise in the manufacturing process at the
manufacturing facilities of any of the Company's independent foundries can
adversely affect manufacturing yields and the overall profitability of the
Company. Such technical problems may occur or new problems may arise as the
Company begins using new manufacturing processes in connection with the
introduction of new products. While the Company is attempting to minimize the
impact of such factors and potential problems by developing several sources of
wafer supply,
8
<PAGE> 10
certain of the foundries utilized by the Company have experienced lower than
anticipated yields. No assurance can be given that the Company or its suppliers
will not experience yield problems in the future, which could have a material
adverse effect on the Company's results of operations.
RISKS ASSOCIATED WITH FOREIGN SUPPLIERS
A substantial number of the Company's products are manufactured, and
all of the Company's products are assembled, by independent foundries and
assembly suppliers located in foreign countries, including Japan, Taiwan and
South Korea. The Company is, therefore, subject to certain risks generally
associated with contracting with foreign suppliers, including currency exchange
fluctuations, political instability, trade restrictions and changes in tariff
and freight rates.
THE SEMICONDUCTOR INDUSTRY
The semiconductor industry is subject to rapid technological change,
price erosion, occasional shortages of materials, variations in manufacturing
efficiencies, significant expenditures for capital equipment and product
development, and cyclical market patterns. In recent years, the industry has
experienced intermittent significant economic downturns characterized by
diminished product demand, accelerated erosion of selling prices and production
overcapacity. Similar fluctuations may occur in the future, and there can be no
assurance that the Company will not be materially and adversely affected in the
future by such fluctuations or by cyclical conditions in the semiconductor
industry or slower growth in any of the markets for the Company's products.
DEPENDENCE ON DATA COMMUNICATION MARKET
The Company anticipates that substantially all of the Company's future
revenues will be attributable to sales of data communication products. The
market for data communications products is characterized by intense competition,
relatively short product life cycles and rapid technological change. In
addition, the market for data communications products has undergone a period of
extremely rapid growth and has experienced consolidation among the competitors
in the marketplace. The Company expects that substantially all of its revenues
for the foreseeable future will continue to consist of sales of data
communications products. The Company's results of operations and financial
condition would be materially adversely affected in the event of any future
slowdown or adverse events in the market for data communications products.
LITIGATION
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.
9
<PAGE> 11
COMPETITION
The semiconductor industry is intensely competitive and is
characterized by price erosion, rapid technological change, short product life
cycles, cyclical market patterns and heightened domestic and international
competition in many markets. The Company competes with major domestic and
international semiconductor companies, most of which have substantially greater
financial, technical, manufacturing and marketing resources than the Company, as
well as other substantial resources with which to more effectively pursue
engineering, manufacturing, marketing and distribution of their products. In
addition, many of the Company's competitors maintain their own wafer fabrication
and manufacturing facilities, which the Company considers to be a competitive
advantage. Accordingly, the Company believes that it is at a substantial
competitive disadvantage in comparison to larger companies with wafer
fabrication and manufacturing facilities, broader product lines, greater
technical, financial and other resources and a higher level of customer service
and support. New entrants may also increase their participation in the
semiconductor market. The ability of the Company to compete successfully in the
rapidly evolving area of high performance integrated circuit technology depends
on factors both within and outside of its control, including success in
designing and subcontracting the manufacture of new products that implement new
technologies, adequate sources of raw materials, protection of Company products
by effective utilization of intellectual property laws, product quality,
reliability, price, efficiency of production, the pace at which customers
incorporate the Company's integrated circuits into their products, success of
competitors' products and general economic conditions. Because the Company does
not currently manufacture its own semiconductor wafers, the Company is
vulnerable to process technology advances utilized by competitors to manufacture
higher performance or lower cost products. There is no assurance that the
Company will be able to compete successfully in the future.
PATENTS, LICENSES AND INTELLECTUAL PROPERTY CLAIMS
The Company's success depends in part on its ability to obtain patents,
licenses and other intellectual property rights covering its products and
manufacturing processes. To that end, the Company has in the past acquired
certain patents and patent licenses and intends to continue to seek patents on
its inventions and manufacturing processes in appropriate circumstances. The
process of seeking patent protection can be long and expensive and there can be
no assurance that patents will issue from currently pending or future
applications or that existing patents or any new patents that may be issued will
be of sufficient scope or strength to provide meaningful protection or any
commercial advantage to the Company. The Company may be subject to or may
initiate interference proceedings in the patent office, which can demand
significant financial and management resources. As is typical in the
semiconductor industry, the Company has from time to time received, and may in
the future receive, communications alleging possible infringement of patents or
other intellectual property rights of others. Based on industry practice, the
Company believes that any necessary licenses or other rights are often
obtainable on commercially reasonable terms, but no assurance can be given that
licenses would be available or that litigation would not ensue. Litigation,
which could result in substantial cost to and diversion of effort by the
Company, may be necessary to enforce patents or other intellectual property
rights of the Company or to defend the Company against claimed infringement of
the rights of others. The failure to obtain necessary licenses or other rights
or litigation could have a material adverse effect on the Company's operations.
See "Risk Factors-Litigation."
ENVIRONMENTAL AND OTHER GOVERNMENTAL REGULATIONS
Certain of the Company's foundry and assembly subcontractors are
subject to a variety of government regulations related to the discharge or
disposal of toxic, volatile or otherwise hazardous chemicals used in their
manufacturing process. The failure by the Company's subcontractors to comply
with present or future environmental regulations could result in fines,
suspension of production or cessation of operations. Such regulations could also
require the subcontractors to acquire equipment or to incur substantial other
expenses to comply with environmental regulations. If substantial additional
expenses were incurred by the Company's
10
<PAGE> 12
subcontractors, product costs could significantly increase, thus materially
adversely affecting the Company's results of operations. Additionally, the
Company is subject to a variety of government regulations relating to its
operations, such as environmental, labor and export control regulations. While
the Company believes it has all permits necessary to conduct its business, the
failure to comply with present or future regulations could result in fines being
imposed on the Company or suspension or cessation of operations. Any failure by
the Company or its subcontractors to control the use of, or adequately restrict
the discharge of hazardous substances could subject it to future liabilities,
and could have a material adverse effect on the Company.
ATTRACTION AND RETENTION OF KEY PERSONNEL
The Company's future success is dependent upon its ability to hire and
retain qualified technical and management personnel, particularly highly skilled
design engineers involved in new product development. The competition for such
personnel is intense and there can be no assurance that the Company will be able
to attract and retain skilled and experienced personnel in the future. Any
failure to attract or retain such personnel could adversely affect the Company's
future prospects and profitability.
TAX LOSS CARRYFORWARDS
At September 30, 1995, the Company had net operating loss carryforwards
of approximately $107.0 million for federal tax purposes, which expire in 1998
through 2010. Under Section 382 of the Internal Revenue Code of 1986, as
amended, utilization of prior net operating loss carryforwards is limited after
an ownership change, as defined in Section 382, to an annual amount equal to the
value of the loss corporation's outstanding stock immediately before the date of
the ownership change multiplied by the federal long-term tax-exempt rate. This
offering is not expected to limit the Company's utilization of net operating
loss carryforwards under Section 382. However, there can be no assurance that
the Company will not issue additional shares to obtain necessary additional
future financing or that certain of the Company's major stockholders will not
sell all of their shares, in each case in a transaction that would trigger such
Section 382 limitation. In the event the Company achieves profitable operations
and triggers the Section 382 limitation, any significant limitation on the
utilization of net operating loss carryforwards would have the effect of
increasing the Company's tax liability and reducing net income and available
cash resources.
VOLATILITY OF STOCK PRICE
The Company's Common Stock has experienced substantial price volatility
and such volatility may occur in the future, particularly as a result of quarter
to quarter variations in the actual or anticipated financial results of, or
announcements by, the Company, its competitors and other companies in the
semiconductor industry. In addition, the stock market has experienced extreme
price and volume fluctuations which have affected the market price of many
technology companies in particular and which have often been unrelated to the
operating performance of these companies. Broad market fluctuations, as well as
general economic and political conditions, may adversely affect the market price
of the Common Stock.
Approximately 3,765,000 outstanding shares of the Company's Common
Stock, including the shares offered hereby, have been registered by the Company
under the Securities Act for resale in the public markets by the holders of such
shares. All of such shares were obtained directly from the Company in private
transactions. The sale of such shares in the open market could have a material
adverse effect on the market price of the Company's Common Stock.
EFFECT OF ANTITAKEOVER PROVISIONS
The Company's Board of Directors has the authority to issue up to
1,000,000 shares of Preferred Stock and to determine the price, rights,
preferences, and privileges of those shares without any further vote or
11
<PAGE> 13
action by the Company's stockholders. The rights of the holders of Common Stock
will be subject to, and may be adversely affected by, the rights of the holders
of any Preferred Stock that may be issued in the future. While the Company has
no present intention to issue shares of Preferred Stock, such issuance, while
providing desirable flexibility in connection with possible acquisitions and
other corporate purposes, could have the effect of making it more difficult for
a third party to acquire a majority of the outstanding voting stock of the
Company. In addition, such Preferred Stock may have other rights, including
economic rights senior to the Common Stock, and, as a result, the issuance
thereof could have a material adverse effect to the market value of the Common
Stock. Furthermore, the Company is subject to the anti-takeover provisions of
Section 203 of the Delaware General Corporation Law, which prohibits the Company
from engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless the business combination is approved in
a prescribed manner. The application of Section 203 also could have the effect
of delaying or preventing a change of control of the Company. Certain other
provisions of the Company's Certificate of Incorporation may have the effect of
delaying or preventing changes in control or management of the Company, which
could adversely affect the market price of the Company's Common Stock.
12
<PAGE> 14
SELLING STOCKHOLDER
The Selling Stockholder is offering for sale all of the 3,614,701
shares of Common Stock covered by this Prospectus. The Selling Stockholder
acquired such shares from the Company on February 7, 1994 pursuant to the terms
and conditions of a Stock Purchase Agreement between the parties and in
connection with the purchase by the Selling Stockholder from the Company of
assets related to the Company's non-volatile memory products. In addition to the
Shares offered hereby (which represent approximately 14% of the outstanding
Common Stock of the Company), the Selling Stockholder currently owns ten shares
of the Company's Common Stock. Except as otherwise indicated in this Prospectus,
the Selling Stockholder has not had a material relationship with the Company
within the past three years other than as a result of the ownership of the
Shares. The Selling Stockholder may from time to time offer all or some of the
Shares which it owns pursuant to the offering contemplated by this Prospectus,
and, therefore, 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 amount of Shares that will be held by the Selling Stockholder
after completion of this offering.
PLAN OF DISTRIBUTION
The Shares offered hereby are being offered directly by the Selling
Stockholder. The Company will receive no proceeds from the sale of any of the
Shares. The sale of the Shares may be effected by the Selling Stockholder from
time to time in transactions in the over-the-counter market, in negotiated
transactions, or a combination of such methods of sale, at fixed prices which
may be changed, at market prices prevailing at the time of sale, at prices
related to prevailing market prices or at negotiated prices. The Selling
Stockholder may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholder and/or the
purchasers of the Shares for whom such broker-dealers may act as agents or to
whom they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
At the time a particular offer of Shares is made, to the extent
required, a supplemental Prospectus will be distributed which will set forth the
number of Shares being offered and the terms of the offering including the name
or names or any underwriters, dealers or agents, the purchase price paid by any
underwriter for the Shares purchased from Selling Stockholder, any discounts,
commissions and other items constituting compensation from the Selling
Stockholder and any discounts, commissions or concessions allowed or reallowed
or paid to dealers.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states, the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The Selling Stockholder and any broker-dealers, agents or underwriters
that participate with the Selling Stockholder in the distribution of the Shares
may be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by them and any profit on the
resale of the Shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. The Company has agreed to
indemnify the Selling Stockholder against certain liabilities, including
liabilities under the Securities Act, as underwriters or otherwise.
Under applicable rules and regulations under the Exchange 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 of two business days prior to the commencement of such distri-
13
<PAGE> 15
bution. In addition and without limiting the foregoing, the Selling Stockholder
will be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Rules 10b-6 and 10b-7,
which provisions may limit the timing of purchases and sales of shares of the
Company's Common Stock by the Selling Stockholder.
There can be no assurance that the Selling Stockholder will sell all or
any of the shares of Common Stock offered hereby.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for
the Company by Brobeck, Phleger & Harrison LLP, San Francisco, California.
Certain attorneys of Brobeck, Phleger & Harrison LLP beneficially own an
aggregate of approximately 11,000 shares of the Company's Common Stock.
EXPERTS
The financial statements incorporated in this Prospectus by reference
to the Annual Report on Form 10-K/A of SEEQ Technology Incorporated for the year
ended September 30, 1995 have been so incorporated in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
14
<PAGE> 16
3,614,701 SHARES
SEEQ TECHNOLOGY INCORPORATED
COMMON STOCK
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth an itemized statement of various
expenses in connection with the sale and distribution of the securities being
registered other than underwriting discounts and commissions. All of the amounts
shown are estimates except for the SEC registration fee.
<TABLE>
<S> <C>
SEC registration fee....................................... $ 1,403
Legal fees and expenses.................................... 15,000
Accounting fees and expenses............................... 1,000
Miscellaneous.............................................. 3,597
-------
Total............................................. $21,000
=======
</TABLE>
The Selling Stockholder will bear its own sales commissions and related
sales expenses in connection with this offering. The Company will bear all other
expenses of the offering.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the Delaware General Corporation Law permits a
corporation to grant indemnification to directors, officers and other agents in
terms sufficiently broad to permit indemnification under certain circumstances
for liabilities, including expenses, arising in connection with the Securities
Act of 1933, as amended. Pursuant to the Certificate of Incorporation and the
Bylaws of the Company, directors and officers of the Company are indemnified to
the full extent permitted by law. In addition, the Company has entered into
indemnification agreements with its officers and directors that indemnify such
officers and directors to the full extent permitted by law against all expenses
(including attorneys' fees), judgments, fines or settlement amounts incurred or
paid by them in any action or proceeding, including any action by or on behalf
of the Company, on account of their service as an officer or director of the
Company.
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 foregoing provisions, 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 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.
ITEM 16. EXHIBITS.
4.1 Certificate of Incorporation (incorporated by reference to the
Company's Form 8-B filed on June 2, 1987).
4.2 Bylaws (Incorporated by reference to the Company's Form 8-B filed on
June 2, 1987).
5.1* Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Price Waterhouse LLP, independent accountants.
II-1
<PAGE> 18
23.2* Consent of Brobeck, Phleger & Harrison LLP (included in the Opinion of
Counsel filed as Exhibit 5.1 ).
24.1* Power of Attorney.
- ------------------------
* Previously filed
ITEM 17. UNDERTAKINGS.
The undersigned Registrant 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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; and (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 (i) and (ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by (i) and (ii) 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.
The undersigned registrant hereby undertakes 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 that is incorporated by reference in the
registration statement 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.
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 foregoing provisions, 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 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-2
<PAGE> 19
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
Post-Effective Amendment No. 2 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Fremont, California
on this 7th day of May, 1996.
SEEQ TECHNOLOGY INCORPORATED
By /s/ Phillip J. Salsbury
-------------------------------------
Phillip J. Salsbury
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to the Registration Statement has been signed by
the following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Phillip J. Salsbury President, Chief Executive May 7, 1996
----------------------------- Officer and Director
(Phillip J. Salsbury) (Principal Executive Officer)
* Chairman of the May 7, 1996
----------------------------- Board of Directors
(Alan V. Gregory)
* Director May 7, 1996
-----------------------------
(Charles C. Harwood)
Director
-----------------------------
(Peter C. Chen)
/s/ Robert O. Hersh Vice President, Finance and Administration May 7, 1996
----------------------------- (Principal Financial and
(Robert O. Hersh) Accounting Officer)
*BY /S/ Phillip J. Salsbury Attorney-in-Fact May 7, 1996
---------------------------
(Phillip J. Salsbury)
</TABLE>
II-3
<PAGE> 20
SEEQ TECHNOLOGY INCORPORATED
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Exhibit
- ------- -------
<S> <C>
23.1 Consent of Price Waterhouse LLP, independent accountants.
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
October 20, 1995, except for Note 12, which is as of December 14, 1995,
appearing on page 21 of SEEQ Technology Incorporated's Annual Report on Form
10-K/A for the year ended September 30, 1995. We also consent to the reference
to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
San Jose, California
May 7, 1996
