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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
Form 10-K/A
(Amendment No. 1)
(Check One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
--- THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended March 28, 1999
OR
--- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
(NO FEE REQUIRED)
Commission File Number: 0-12695
INTEGRATED DEVICE TECHNOLOGY, INC.
(exact name of registrant as specified in its charter)
Delaware 94-2669985
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2975 Stender Way, 95054
Santa Clara, California (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 727-6116
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
5.5% Convertible Subordinated Notes due 2002
Preferred Stock Purchase Rights
(Title of class)
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
---
The aggregate market value of the Registrant's Common Stock held by
non-affiliates of the Registrant was approximately $667,085,000 as of May 21,
1999 based upon the closing sale price of $8.438 per share on the Nasdaq
National Market for that date. Shares of Common Stock held by each executive and
director and by each person who owns 5% or more of the outstanding Common Stock
have been excluded in that such persons may be deemed affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.
There were 88,331,600 shares of the Registrant's Common Stock issued and
outstanding as of May 21, 1999.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The names of the directors of the Company, and certain information
about them, as of July 15, 1999 are set forth below:
Name Age Principal Occupation Director Since
- ---- --- -------------------- --------------
Class I Directors -- Term expiring
at the 2000 Annual Meeting:
Leonard C. Perham 56 Chief Executive Officer 1986
of the Company
Jerry G. Taylor 50 President of the Company 1999
Class II Directors -- Term expiring
at the 2001 Annual Meeting:
Federico Faggin(1)(2) 57 Chairman of the Board
of Directors of
Synaptics, Inc. 1992
John C. Bolger(1)(2) 52 Private investor 1993
Class III Directors -- Term expiring
at the 1999 Annual Meeting:
D. John Carey(2) 63 Chairman of the
Board of Directors
of the Company 1980
Carl E. Berg 62 Partner, Berg & Berg 1982
Industrial Developers
- ---------------
(1) Member of the Compensation and Stock Option Committee.
(2) Member of the Audit Committee.
Mr. Perham joined the Company in 1983 as Vice President and General
Manager, SRAM Division. In 1986 Mr. Perham was appointed President and Chief
Operating Officer and a director of the Company. In 1991 Mr. Perham was elected
Chief Executive Officer. In July 1999, Mr. Perham resigned from his position as
President. Prior to joining the Company, Mr. Perham held executive positions at
Optical Information Systems Incorporated and Zilog Inc.
Mr. Taylor has been President of the Company since July 1999. Mr.
Taylor joined the Company as Vice President, Manufacturing and Memory Products
in June 1996, and served as Executive Vice President from January 1998 to July
1999. Prior to joining the Company, Mr. Taylor held engineering and executive
management positions at Mostek, Fairchild Semiconductor, Benchmarq
Microelectronics, Plano ISD and Lattice Semiconductor. Mr. Taylor was with
Benchmarq Microelectronics from 1989 to 1992, with Plano ISD from 1993 to 1995
and with Lattice Semiconductor from April 1995 to June 1996.
Mr. Faggin has been a director of the Company since 1992. Mr. Faggin is
Chairman of the Board of Directors of Synaptics, Inc., a computer peripherals
and software company, and since 1986 he has held various positions with
Synaptics, including President, Chief Executive Officer and director. He is a
director of Aptix, Inc., BOPS, Inc., Foveon, Inc. and Globespan, Inc.
Mr. Bolger has been a director of the Company since January 1993. For
the past five years, Mr. Bolger has been a private investor and is a retired
Vice President of Finance and Administration of Cisco Systems, Inc. Mr. Bolger
is a director of Integrated Systems Inc., Mission West Properties, Inc., Sanmina
Corporation and TCSI Corporation.
Mr. Carey was elected to the Board of Directors in 1980 and has been
Chairman of the Board since 1982. He served as Chief Executive Officer of the
Company from 1982 until his resignation in April 1991 and was
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President of the Company from 1982 until 1986. Mr. Carey was a founder of
Advanced Micro Devices in 1969 and was an executive officer there until 1978.
Mr. Berg has been a director of the Company since 1982. Mr. Berg has
been a partner of Berg & Berg Developers, a real estate development partnership,
since 1979. He is a director of Mission West Properties, Inc., Systems Research,
Valence Technology and Videonics.
The information required by this item with respect to the Company's executive
officers is incorporated herein by reference from the section entitled
"Executive Officers of the Registrant" in Part I, Item 4A of this Report.
Compliance With Section 16(a) Of The Exchange Act
Section 16 of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and officers, and persons who own more than 10% of the
Company's Common Stock to file initial reports of ownership and reports of
changes in ownership with the SEC and the Nasdaq National Market. Such persons
are required by SEC regulation to furnish the Company with copies of all Section
16(a) forms that they file.
Based solely on the Company's review of the copies of such forms
furnished to it and written representations from the executive officers and
directors, the Company believes that all Section 16(a) filing requirements were
met.
ITEM 11. EXECUTIVE COMPENSATION
The following table shows certain information concerning the
compensation of the Company's Chief Executive Officer and each of the Company's
four most highly compensated executive officers other than the Chief Executive
Officer of the Company who were serving as executive officers at the end of
fiscal 1999 for services rendered in all capacities to the Company for the
fiscal years ended 1999, 1998 and 1997 (together, the "Named Executive
Officers"). This information includes the dollar values of base salaries, bonus
awards, the number of stock options granted and certain other compensation, if
any, whether paid or deferred. The Company does not grant stock appreciation
rights and has no long-term compensation benefits other than stock options.
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Summary Compensation Table
Annual Compensation
-----------------------------------------------------
Name and Fiscal Other Annual
Principal Position Year Salary($) Bonus($)(1) Compensation($)(2)
- ------------------------- ------- ------------ ------------- -----------------
Leonard C. Perham..... 1999 $334,248 $ 1,181 $ --
Chief Executive Officer 1998 339,393 1,506 --
1997 351,848 -- --
Glenn Henry........... 1999 300,000 57,446 --
Senior Vice President 1998 211,539 223,333 --
1997 200,000 109,000 --
Jerry G. Taylor(5).... 1999 268,524 762 6,440
President 1998 211,409 50,906 45,571
1997 131,539 150,000 23,275
Chuen-Der Lien........ 1999 217,260 19,601 --
Vice President, Chief 1998 213,860 23,920 --
Technical Officer 1997 191,557 407,224 --
David G. Cote(6)...... 1999 190,523 15,538 15,000
Vice President, 1998 165,622 20,000 --
Marketing 1997 -- -- --
Long-Term
Compensation
Awards
---------------
Shares
Name and Underlying All Other
Principal Position Options(#) Compensation($)(3)
- ------------------------- --------------- ------------------
Leonard C. Perham..... 700,000 (4) $2,029
Chief Executive Officer 300,000 35
120,000 --
Glenn Henry........... 425,000 (4) --
Senior Vice President 116,875 --
28,125 --
Jerry G. Taylor(5).... 370,000 (4) 29
President 90,000 35
150,000 --
Chuen-Der Lien........ 231,543 (4) 29
Vice President, Chief 30,000 4,000
Technical Officer 30,000 --
David G. Cote(6)...... 140,600 (4) 24
Vice President, 120,000 --
Marketing -- --
- ---------------
(1) Amounts listed in this column for fiscal 1999, 1998 and 1997 include cash
paid under the Company's Profit Sharing Plan, as follows: Mr. Perham,
$1,181, $1,506 and $0; Mr. Henry, $0, $0 and $0; Mr. Taylor, $762, $906
and $0; Mr. Lien, $768, $920 and $12,374; and Mr. Cote, $538, $0 and $0.
All remaining amounts in this column represent performance bonuses.
(2) The amounts reflected for Mr. Taylor represents a housing relocation
allowance. The amount reflected for Mr. Cote represents commissions.
(3) Amounts listed in this column represent the Company's contributions to
individual 401(k) accounts of the Named Executive Officers, as well as
tenure bonuses of $2,000 for Mr. Perham and $4,000 for Mr. Lien.
(4) Includes options for Common Stock granted prior to fiscal 1999 and
repriced in fiscal 1999 as follows: Mr. Perham, 700,000 shares; Mr.
Henry, 395,000 shares; Mr. Taylor, 210,000 shares; Mr. Lien, 156,000
shares; and Mr. Cote, 120,000 shares.
(5) In July 1999, Mr. Perham resigned as President of the Company and Mr.
Taylor was appointed President.
(6) Mr. Cote joined the Company in April 1997.
The following table contains information concerning the grant of stock
options under the Company's 1994 Option Plan to the Named Executive Officers
during fiscal 1999. In addition, there are shown the hypothetical gains or
"option spreads" that would exist for the respective options based on assumed
rates of annual compound stock appreciation of 5% and 10% from the date of grant
over the full option term. Actual gains, if any, on option exercises are
dependent on the future performance of the Company's Common Stock. The
hypothetical gains shown in this table are not intended to forecast possible
future appreciation, if any, of the stock price.
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Option Grants in Fiscal 1999
Individual Grants
- --------------------------------------------------------------------------------
Number of % of Total
Shares Options
Underlying Granted to Exercise
Options Employees Price Expiration
Name Granted(2) in Fiscal 1999 ($/Share)(3) Date
- -------------------- ----------- ------------ ------------ ---------
Leonard C. Perham..... 700,000(4) 4.3% $7.1250 7/14/05
Glenn Henry........... 395,000(4) 2.4 7.1250 7/14/05
30,000 0.2 7.0625 3/23/06
Jerry G. Taylor....... 30,000 0.2 7.0625 6/24/05
210,000(4) 1.3 7.1250 7/14/05
80,000 0.5 4.3125 9/04/05
50,000 0.3 4.3125 9/04/05
Chuen-Der Lien........ 543 0.0 7.0625 5/15/05
156,000(4) 1.0 7.1250 7/14/05
30,000 0.2 7.0625 8/10/05
45,000 0.3 4.3125 8/14/05
David G. Cote......... 600 0.0 7.0625 5/15/05
120,000(4) 0.7 7.1250 7/14/05
20,000 0.1 7.0625 4/14/06
Potential Realizable Value
At Assumed Annual Rates
of Stock Price Appreciation
for Option Term(1)
---------------------------
Name 5% 10%
- -------------------- ---------- ----------
Leonard C. Perham..... $2,029,475 $4,729,189
Glenn Henry........... 1,145,204 2,668,614
97,666 232,444
Jerry G. Taylor....... 86,613 201,981
608,843 1,418,757
139,736 325,379
87,335 203,362
Chuen-Der Lien........ 1,539 3,578
452,283 1,053,934
88,494 207,091
77,837 180,964
David G. Cote......... 1,700 3,954
347,910 810,718
65,718 156,669
- ------------------
(1) In accordance with Securities and Exchange Commission (the "SEC") rules,
these columns show gains that might exist for the respective options over
the term of each option. This valuation model is hypothetical. If the
stock price does not increase over the exercise price, compensation to
the Named Executive Officer would be zero.
(2) Except as otherwise noted, the options shown in the table are
non-qualified stock options that vest in 12 equal monthly increments
beginning approximately three years after the date of grant. The terms of
the 1994 Option Plan provide that these options may become exercisable in
full in the event of a change in control (as defined in the 1994 Option
Plan).
(3) All stock options are granted at the fair market value on the date of
grant. The exercise price and tax withholding obligations related to
exercise may be paid by delivery of shares already owned and tax
withholding obligations related to exercise may be paid by offset of the
underlying shares, subject to certain conditions.
(4) Represents options granted prior to fiscal 1999 and repriced in fiscal
1999. These options continue to vest based on the vesting schedule of the
replaced options.
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The following table shows the number of shares of Common Stock acquired
by each of the Named Executive Officers upon the exercise of stock options
during fiscal 1999, the net value realized upon exercise, the number of shares
of Common Stock represented by outstanding stock options held by each of the
Named Executive Officers as of March 28, 1999 and the value of such options
based on the closing price of the Company's Common Stock at fiscal year-end
($6.1875).
Aggregated Option Exercises in Fiscal 1999 and Fiscal Year-End Option Values
Number of Shares
Underlying Unexercised
Options at Fiscal
Year End (#)(1)
----------------------------
Shares
Acquired on Valued
Name Exercise (#) Realized Exercisable Unexercisable
- ---- ------------ -------- ----------- -------------
Leonard C. Perham....... 100,000 $531,562 909,807 490,000
Glenn Henry............. -- -- 250,000 175,000
Jerry G. Taylor......... -- -- 82,500 287,500
Chuen-Der Lien.......... -- -- 161,333 152,210
David G. Cote........... -- -- 47,916 92,684
Value of Unexercised
In-the-Money Options
at Fiscal Year-End ($)(2)
----------------------------
Name Exercisable Unexercisable
- ---- ----------- -------------
Leonard C. Perham....... $1,818,543 $ --
Glenn Henry............. -- --
Jerry G. Taylor......... -- 243,750
Chuen-Der Lien.......... 208,625 84,375
David G. Cote........... -- --
- --------------------
(1) "Value Realized" represents the fair market value of the shares
underlying the options on the date of exercise less the aggregate
exercise price.
(2) These values, unlike the amounts set forth in the column entitled "Value
Realized," have not been, and may never be, realized, and are based on
the positive spread between the respective exercise prices of outstanding
options and the closing price of the Company's Common Stock on March 26,
1999, the last day of trading for fiscal 1999.
Employment Contract
On January 25, 1999, the Company entered into an employment agreement
with Glenn Henry, who is an executive officer and a Senior Vice President of the
Company, as well as President of Centaur Technology, Inc. ("Centaur"), a
wholly-owned subsidiary of the Company. Pursuant to the Agreement, Mr. Henry
serves at the will of the Company's Board of Directors. Mr. Henry is employed
until December 31, 2004, although the Company may terminate his employment at
any time prior to that date under certain circumstances or by paying $200,000
severance.
Compensation Committee Interlocks And
Insider Participation In Compensation Decisions
The Company has a Compensation and Stock Option Committee of the Board
of Directors, comprised of John C. Bolger and Federico Faggin, both of whom are
outside directors. This Committee makes decisions regarding option grants to
employees including executive officers. No interlocking relationship exists
between the Board or the Compensation and Stock Option Committee and the board
of directors or compensation committee of any other company, nor did any such
interlocking relationship exist during fiscal 1999.
Director Compensation
Members of the Board of Directors who are not also officers or
employees of the Company are paid an annual retainer in the amount of $10,000
per fiscal year, $2,500 per quarterly board meeting attended (except telephone
meetings), $1,000 per additional board meeting attended (except telephone
meetings) and $500 per committee meeting attended if not conducted on the same
day as a Board meeting.
Each nonemployee Director is granted an option to purchase 16,000
shares of the Company's Common Stock on the date of such Nonemployee Director's
first election or appointment to the Board. In addition, the Nonemployee
Director who chairs the Audit Committee of the Board of Directors is granted an
option to purchase
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4,000 shares of the Company's Common Stock on the date of such Nonemployee
Director's first election or appointment as Chair of the Audit Committee. These
options have a term of seven years and become exercisable as to 25% of the
shares subject to such options on the first anniversary of the date of grant,
and then as to 1/36 of the shares each month thereafter.
Annually thereafter, each nonemployee Director is granted an option to
purchase 4,000 shares of the Company's Common Stock and an additional 1,000
shares of the Company's Common Stock if the optionee is also Chair of the Audit
Committee. The annual grant is made each year on the date of the Company's
annual meeting of stockholders. These options have a term of seven years and
become exercisable as to 25% of the shares subject to such options on the first
anniversary of the date of grant, and then as to 1/36 of the shares each month
thereafter.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of July 1, 1999,
with respect to the beneficial ownership of the Company's Common Stock by: (a)
each stockholder known by the Company to be the beneficial owner of more than
five percent of the Company's Common Stock; (b) each director; (c) each Named
Executive Officer (as defined above); and (d) all current officers and directors
as a group.
SECURITY OWNERSHIP
Shares Percentage of
Beneficially Beneficial
Name and Address of Beneficial Owner Owned(1)(2) Ownership
- ------------------------------------ ------------ -------------
5% Stockholders
Merrill Lynch & Co., Inc.(3).................. 5,785,345 6.5%
Non-Employee Directors
Carl E. Berg(4)............................... 4,338,031 4.9
D. John Carey(5).............................. 1,157,266 1.3
Federico Faggin(6)............................ 92,000 *
John C. Bolger(7)............................. 20,000 *
Named Executive Officers
Leonard C. Perham(8).......................... 1,085,493 1.2
Glenn Henry(9)................................ 270,706 *
Jerry G. Taylor(10)........................... 123,750 *
Chuen-Der Lien(11)............................ 208,571 *
David G. Cote(12)............................. 63,841 *
All current Executive Officers
and Directors as a Group (14 persons)(13)..... 7,665,050 8.4
- ----------------------
* Less than 1%.
(1) Unless otherwise indicated below, the Company believes that the persons
named in the table have sole voting and sole investment power with
respect to all shares of Common Stock shown in the table to be
beneficially owned by them, subject to community property laws where
applicable. Unless otherwise indicated below, the address of the named
beneficial owner is that of the Company.
(2) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days upon the exercise of options. Each
stockholder's percentage ownership is determined by assuming that options
that are held by such person (but not those held by any other person) and
that are exercisable within 60 days of July 1, 1999, have been exercised.
(3) Represents shares held by this stockholder reported as being beneficially
owned as of February 4, 1999. Information in respect of the beneficial
ownership of Merrill Lynch & Co., Inc. ("ML&Co.") has been derived from
Amendment No. 2 to its Schedule 13G dated February 4, 1999, filed on its
behalf and on behalf of Merrill Lynch Asset Management, L.P. d/b/a
Merrill Lynch Asset Management ("MLAM") and Fund Asset Management, L.P.
d/b/a Fund Asset Management
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("FAM") with the Securities and Exchange Commission (the "Commission").
Based on such Amendment No. 2 to Schedule 13G, ML&Co. is a parent holding
company, and MLAM and FAM are registered investment advisers, which have
an interest that relates to greater than 5% of the Common Stock of the
Company. The address of ML&Co. is World Financial Center, North Tower,
250 Vesey Street, New York, NY 10281.
(4) Represents 2,457,131 shares held of record by Mr. Berg, 1,849,900 shares
held of record by West Coast Venture Capital, L.P., of which Mr. Berg is
a general partner, 25,000 shares held of record by Mr. Berg's spouse and
56,000 shares subject to options exercisable within 60 days of July 1,
1999.
(5) Represents 842,274 shares held of record by Mr. Carey, 7,278 shares held
of record by Mr. Carey's 401(k) plan account, 5,690 shares held of record
by Mr. Carey's daughter and 302,024 shares subject to options exercisable
within 60 days of July 1, 1999.
(6) Includes 68,000 shares subject to options exercisable within 60 days of
July 1, 1999.
(7) Represents 20,000 shares subject to options exercisable within 60 days of
July 1, 1999.
(8) Represents 117,400 shares beneficially owned by Mr. Perham, 8,286 shares
held of record by Mr. Perham's 401(k) plan account and 959,807 shares
subject to options exercisable within 60 days of July 1, 1999.
(9) Represents 5,082 shares beneficially owned by Mr. Henry and 265,624
shares subject to options exercisable within 60 days of July 1, 1999.
(10) Represents 123,750 shares subject to options exercisable within 60 days
of July 1, 1999.
(11) Represents 20,388 shares beneficially owned by Mr. Lien, 2,140 shares
held of record by Mr. Lien's 401(k) plan account and 186,043 shares
subject to options exercisable within 60 days of July 1, 1999.
(12) Represents 4,908 shares beneficially owned by Mr. Cote and 58,933 shares
subject to options exercisable within 60 days of July 1, 1999.
(13) Includes the shares described in notes 4-12, and an additional 17,052
shares and 238,340 shares subject to options exercisable within 60 days
of July 1, 1999 held by executive officers not listed in the table.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal 1998, Carl Berg, a director of the Company, acted as an
uncompensated agent on behalf of a subsidiary of the Company in acquiring
parcels of land for future corporate development. As of March 28, 1999, the
Company owed the director $11.5 million, representing the purchase price of the
land.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 3. Listing of Exhibits
Exhibit No. Description
2.1* Agreement and Plan of Reorganization dated as of October 1, 1996, by
and among the Company, Integrated Device Technology Salinas Corp. and
Baccarat Silicon, Inc. (previously filed as Exhibit 2.1 to the
Quarterly Report on Form 10-Q for the Fiscal Quarter Ended December 29,
1996).
2.2* Agreement of Merger dated as of October 1, 1996, by and among the
Company, Integrated Device Technology Salinas Corp. and Baccarat
Silicon, Inc. (previously filed as Exhibit 2.2 to the Quarterly Report
on Form 10-Q for the Fiscal Quarter Ended December 29, 1996).
2.3* Agreement and Plan of Merger, dated as of November 1, 1998, by and
among the Company, Penguin Acquisition, Inc. and Quality Semiconductor,
Inc. (previously filed as Exhibit 2.03 to the Registration Statement on
Form S-4 filed on March 24, 1999).
3.1* Restated Certificate of Incorporation (previously filed as Exhibit 3A
to Registration Statement on Form 8-B dated September 23, 1987).
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3.2* Certificate of Amendment of Restated Certificate of Incorporation
(previously filed as Exhibit 3(a) to the Registration Statement on Form
8 dated March 28, 1989).
3.3* Certificate of Amendment of Restated Certificate of Incorporation
(previously filed as Exhibit 4.3 to the Registration Statement on Form
S-8 (File Number 33-63133) filed on October 2, 1995).
3.4* Certificate of Designations specifying the terms of the Series A Junior
Participating Preferred Stock of IDT, as filed with the Secretary of
State of Delaware (previously filed as Exhibit 3.6 to the Registration
Statement on Form 8-A filed December 23, 1998).
3.5* Bylaws of the Company, as amended and restated effective December 21,
1998 (previously filed as Exhibit 3.2 to the Quarterly Report on Form
10-Q for the Fiscal Quarter Ended December 27, 1998).
4.1* Rights Agreement dated December 21, 1998 between IDT and BankBoston,
N.A., as Rights Agent (previously filed as Exhibit 4.1 to the
Registration Statement on Form 8-A filed December 23, 1998).
4.2* Form of Indenture between the Company and The First National Bank of
Boston, as Trustee, including Form of Notes (previously filed as
Exhibit 4.6 to the Registration Statement on Form S-3 (File number
33-59443).
10.1* Assignment of Lease dated October 30, 1985 between the Company and
Synertek Inc. relating to 2975 Stender Way, Santa Clara, California
(previously filed as Exhibit 10.4 to Annual Report on Form 10-K for the
Fiscal Year Ended April 1, 1990).
10.2* Assignment of Lease dated October 30, 1985 between the Company and
Synertek Inc. relating to 3001 Stender Way, Santa Clara, California
(previously filed as Exhibit 10.5 to Annual Report on Form 10-K for
Fiscal Year Ended April 1, 1990).
10.3* Lease dated October 23, 1989 between Integrated Device Technology
International Inc. and RREEF USA FUND - III relating to 2972 Stender
Way, Santa Clara, California (previously filed as Exhibit 10.6 to
Annual Report on Form 10-K for the Fiscal Year Ended April 1, 1990).
10.4* Amended and Restated 1984 Employee Stock Purchase Plan, as amended
through August 27, 1998 (previously filed as Exhibit 4.10 to the
Registration Statement on Form S-8 (File Number 333-64279) filed on
September 25, 1998).**
10.5* 1994 Stock Option Plan, as amended through April 25, 1996 (previously
filed as Exhibit 4.5 to the Registration Statement on Form S-8 (File
Number 333-36601) filed on September 26, 1997).**
10.6* 1994 Directors Stock Option Plan and related documents (previously
filed as Exhibit 10.18 to the Quarterly Report on Form 10-Q for the
Fiscal Quarter Ended October 2, 1994).**
10.7* Form of Indemnification Agreement between the Company and its directors
and officers (previously filed as Exhibit 10.68 to Annual Report on
Form 10-K for the Fiscal Year Ended April 2, 1989).**
10.8* Technology License Agreement between IDT and MIPS Technologies, Inc.***
10.9* Patent License Agreement between the Company and American Telephone and
Telegraph Company ("AT&T") dated May 1, 1992 (previously filed as
Exhibit 19.1 to Quarterly Report on Form 10-Q for the Quarter Ended
June 28, 1992) (Confidential Treatment Granted).
10.10* Domestic Distributor Agreement between the Company and Wyle
Laboratories, Inc. Electronic Marketing Group dated as of April 15,
1994 (previously filed as Exhibit 10.15 to the Quarterly Report on Form
10-Q for the Fiscal Quarter Ended October 2, 1994).
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10.11* Master Distributor Agreement dated August 26, 1985 between the Company
and Hamilton/Avnet Electronics, Division of Avnet, Inc. (previously
filed as Exhibit 10.54 to the Registration Statement on Form S-1 (File
Number 33-3189))
10.12* Sublease of the Land and Lease of the Improvement by and between
Sumitomo Bank Leasing and Finance, Inc. and the Company dated January
27, 1995 and related agreements thereto (previously filed as Exhibit
10.21 to the Annual Report on Form 10-K for the Fiscal Year Ended April
2, 1995).
10.13* 1995 Executive Performance Plan (previously filed as Exhibit 10.22 to
the Quarterly Report on Form 10-Q for the Fiscal Quarter Ended October
1, 1995).**
10.14* Letter amending Patent License Agreement between the Company and AT&T
dated December 4, 1995 (previously filed as Exhibit 10.23 to the Annual
Report on Form 10-K for the Fiscal Year Ended March 31, 1996)
(Confidential Treatment Granted).
10.15* Lease dated July 1995 between Integrated Device Technology, Inc. and
American National Insurance Company relating to 3250 Olcott Street,
Santa Clara, California (previously filed as Exhibit 10.25 to the
Annual Report for the Fiscal Year Ended March 31, 1996).
10.16* Registration Rights Agreement dated as of October 1, 1996 among the
Company, Carl E. Berg and Mary Ann Berg (previously filed as Exhibit
10.1 to the Quarterly Report on Form 10-Q for the Fiscal Quarter Ended
December 29, 1996).
10.17* 1997 Stock Option Plan, as amended through April 21, 1998 (previously
filed as Exhibit 4.9 to the Registration Statement on Form S-8 (file
no. 333-64279) filed on September 25, 1998).
10.18* Custom Sales Agreement between the Company and International Business
Machines Corporation effective January 19, 1998. (previously filed as
Exhibit 10.25 to the Annual Report on Form 10-K for the Fiscal Year
Ended March 29, 1998) (Confidential Treatment Granted for portions of
the agreement).
10.19* Employment Contract between IDT and Glenn Henry (previously filed as
Exhibit 10.1 to the Quarterly Report on Form 10-Q for the Fiscal
Quarter Ended December 27, 1998).**
10.20* Purchase and Sale Agreement and Joint Escrow Instructions between IDT
and Cadence Design Systems, Inc., dated December 15, 1998 (previously
filed as Exhibit 10.27 to the Registration Statement on Form S-4 as
filed on March 24, 1999).
10.21* Lease between IDT and James S. Lindsey dated March 3, 1999 (previously
filed as Exhibit 10.28 to the Registration Statement on Form S-4 as
filed on March 24, 1999).
21.1* Subsidiaries of the Company.
23.1 Consent of PricewaterhouseCoopers LLP.
27.1* Financial Data Schedule.
* These exhibits were previously filed with the Commission as indicated and
are incorporated herein by reference.
** These exhibits are management contracts or compensatory plans or
arrangements required to be filed pursuant to Item 14 (c) of Form 10-K.
*** Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions have been redacted and marked
with a triple asterisk. The non-redacted version of this document has been sent
to the Securities and Exchange Commission.
10
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to the report to be
signed on its behalf by the undersigned, thereunto duly authorized.
INTEGRATED DEVICE TECHNOLOGY, INC.
Registrant
July 22, 1999
By: /s/ Leonard C. Perham
---------------------------------
Leonard C. Perham
Chief Executive Officer
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Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 33-4681, 33-34458, 33-54937, 33-63133, 33-15871,
333-36601, 333-45245, 333-77559 and 333-64279) of Integrated Device Technology,
Inc. of our report dated April 16, 1999, except for Note 13, which is as of May
7, 1999, appearing on page 31 of this Annual Report on Form 10-K/A.
PricewaterhouseCoopers LLP
San Jose, California
July 21, 1999
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