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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 2
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(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 25, 1993
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 0-11879
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VLSI TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
94-2597282
(I.R.S. Employer
Identification No.)
1109 McKay Drive
San Jose, California 95131
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (408) 434-3000
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of class)
Common Share Purchase Rights
(Title of class)
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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 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 voting stock held by non-affiliates of
the Registrant as of March 11, 1994 was approximately $399,455,296 based upon
the last sale price reported for such date on the NASDAQ National Market System.
For purposes of this disclosure, Common Stock held by persons who hold more
than 5% of the outstanding voting shares and Common Stock held by executive
officers and directors of the Registrant have been excluded in that such persons
may be deemed to be "affiliates" as that term is defined under the rules and
regulations promulgated under the Securities Act of 1933. This determination is
not necessarily conclusive.
As of March 11, 1994, the number of shares of the Registrant's Common Stock
outstanding was 35,385,582.
DOCUMENTS INCORPORATED BY REFERENCE
Parts of the following document is incorporated by reference in this
Annual Report on Form 10-K: the Proxy Statement for the Registrant's Annual
Meeting of Stockholders held May 5, 1994 (the "Proxy Statement"),
(Part I and III).
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SIGNATURES
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 be signed
on its behalf by the undersigned, thereunto duly authorized.
VLSI TECHNOLOGY, INC.
(Registrant)
By: GREGORY K. HINCKLEY
Gregory K. Hinckley
Vice President, Finance and
Chief Financial Officer
Date: September 15, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
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Signature Title Date
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/s/ ALFRED J. STEIN* Chairman of the Board, Chief September 15, 1994
(Alfred J. Stein) Executive Officer, President
(Principal Executive Officer)
and Director
GREGORY K. HINCKLEY Vice President, Finance September 15, 1994
(Gregory K. Hinckley) and Chief Financial Officer
(Principal Financial Officer)
/s/ BALAKRISHNAN S. IYER* Vice President and Controller September 15, 1994
(Balakrishnan S. Iyer) (Principal Accounting Officer)
/s/ PIERRE S. BONELLI* Director September 15, 1994
(Pierre S. Bonelli)
Director September , 1994
(Robert P. Dilworth)
/s/ JAMES J. KIM* Director September 15, 1994
(James J. Kim)
/s/ HORACE H. TSIANG* Director September 15, 1994
(Horace H. Tsiang)
*By: GREGORY K. HINCKLEY
Attorney-in-fact
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EXHIBIT 10.17
DECEMBER 3, 1993
MIKE AYMAR
VICE PRESIDENT AND GENERAL MANAGER
MOBILE COMPUTER GROUP
INTEL CORPORATION
2200 MISSION COLLEGE BOULEVARD
P.O. BOX 58119
SANTA CLARA, CA 95052-8119
RE: ADDENDUM NO. 2 TO THE TECHNOLOGY AND MANUFACTURING AGREEMENT
(THE "AGREEMENT") BETWEEN INTEL CORPORATION ("INTEL") AND
VLSI TECHNOLOGY, INC. ("VLSI") ENTERED INTO EFFECTIVE
JULY 8, 1992.
LADIES AND GENTLEMEN:
PURSUANT TO OUR RECENT DISCUSSIONS AND SUBJECT TO YOUR CONCURRENCE, THE
AGREEMENT IS HEREBY AMENDED, EFFECTIVE DECEMBER 3, 1993 AS FOLLOWS:
1. SECTION 2.1.3 IS REPLACED WITH THE FOLLOWING:
EXCEPT FOR THE VLSI OBLIGATION SET FORTH IN SECTION 3.2.1.1, THE PARTIES
MUTUALLY AGREE THAT THE DEFINED MILESTONES SET FORTH IN SECTION 3 HAVE BEEN
FULLY AND COMPLETELY SATISFIED.
2. SECTION 2.1.7 - THE FOLLOWING IS ADDED TO OR SUPERSEDES THE CONTENT OF
SECTION 2.1.7::
[*]
3. SECTION 6.2 - THE FIRST SENTENCE OF THIS SECTION IS REPLACED WITH THE
FOLLOWING TWO SENTENCES:
THE PARTIES AGREE THE DEVELOPMENT PHASE SET FORTH IN ATTACHMENT "M" HAS BEEN
SATISFACTORILY COMPLETED, AND VLSI'S OBLIGATION TO REFUND DEVELOPMENT FEES
TO INTEL SHALL BE REDUCED PURSUANT TO THE AMENDED SECTION 11.4.2.1. VLSI'S
OBLIGATION TO PAY INTEL AN INTEL CORE LICENSE ACCESS FEE PURSUANT TO
SECTION 10.1 AND ATTACHMENT "R" IS HEREBY AFFIRMED.
4. SECTION 7.1.6 - IS DELETED IN ITS ENTIRETY.
5. SECTION 11.4.2.1- TWO SENTENCES ARE ADDED TO THIS SUBSECTION AS FOLLOWS:
"PROVIDED HOWEVER, THAT UPON THE SATISFACTORY COMPLETION OF THE
MILESTONES SET FORTH IN ATTACHMENT "M", VLSI'S CONTINGENT OBLIGATION
TO REPAY INTEL REFERRED TO IN THE PRECEDING SENTENCE, OR PURSUANT TO
SECTION 11.3 OF THE AGREEMENT SHALL BE REDUCED QUARTERLY BY AMOUNTS
PROPORTIONAL TO THE ESTIMATED OUT OF POCKET EXPENSES INCURRED BY VLSI
AND INTEL FOR THE DEVELOPMENT OF THE DRACO AND SCAMP IV PRODUCTS OVER
THE TWELVE MONTHS FROM [*] UP TO A TOTAL MAXIMUM REDUCTION OF [*].
THEREAFTER VLSI SHALL ONLY BE OBLIGATED TO PAY THE [*] TO INTEL
PURSUANT TO SECTION 10 AND ATTACHMENT R OF THE AGREEMENT.
1
VLSI RESTRICTED CONFIDENTIAL
[*] Text omitted - CONFIDENTIAL TREATMENT REQUESTED - Indicates text for
which confidential treatment has been requested and that has been omitted and
filed separately with the Commission.
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Exhibit 10.61
VLSI Confidential
Technology License
This Agreement, entered into as of 15th day of September, 1993 ("Effective
Date") by and between VLSI Technology, Inc., with offices at 1109 McKay Drive,
San Jose, California 95131, ("VLSI") and COMPAQ Computer Corporation, with
offices at 20555 S.H. 249, Houston, Texas, 77070, ("COMPAQ").
Whereas, COMPAQ has specified certain functional elements of a personal
computer system logic and peripheral logic designs meeting the general
specifications to be set forth in Exhibit A hereto (hereinafter "TECHNOLOGY');
and
Whereas, COMPAQ has agreed to license such TECHNOLOGY which may be incorporated
into VLSI Products that are designed for sale to the merchant market; and
Whereas, VLSI desires to license the TECHNOLOGY which may be incorporated into
VLSI Products which are to be sold on the merchant market,
Whereas, VLSI may incorporate all or part of the TECHNOLOGY as an element in
VLSI Products, amd market such Products in significant quantities to COMPAQ
and third parties; and
Now therefore, the parties hereto agree as follows:
1. Design Responsibilities
1.1 VLSI and COMPAQ agree to use their respective best efforts to transfer the
TECHNOLOGY specified in Exhibit A to VLSI, and perform the activities set forth
in the Statement of Work attached hereto as Exhibit B, and to complete each
such activity by the Agreed Completion Date set forth in Exhibit B. Any
documents listed as reference documents in Exhibit A (e.g., tasks, description
of training, or special requirements) shall be deemed incorporated herein, but
only to the extent such documents are not in conflict with other terms of this
Agreement.
1.2 At VLSI's request, and within [ ] of VLSI's request, COMPAQ
agrees to meet with VLSI representatives and provide its input to VLSI on a
TECHNOLOGY Specification and any other similar technical documents that VLSI
has prepared.
1.3 COMPAQ further agrees to schedule telephonic meetings and conference calls
with VLSI within [ ] of VLSI's request to discuss COMPAQ's comments
and/or input to a TECHNOLOGY Specification.
1.4 COMPAQ agrees to review each revision of the TECHNOLOGY Specification
within [ ] (hereafter "Approval Cycle") of its submittal by VLSI and
provide VLSI with its detailed snd substantive comments during the Approval
Cycle.
1.5 COMPAQ agrees to assist VLSI with validation, testing, and debugging of the
specified functionality and PC compatibility of the TECHNOLOGY. Testing
[ ] Text omitted - CONFIDENTIAL TREATMENT REQUESTED - Indicates text for
which confidential treatment has been requested and that has been omitted and
filed separately with the Commission.
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Exhibit 10.62
VLSI Confidential
QUADNOTE(TM) Chipset Cooperation Agreement
This Agreement is entered into on 15th day of September 1993 (hereafter the
"Effective Date") by and between Compaq Computer Corporation, a Delaware
Corporation with a principal place of business at 20555 S.H. 249, Houston, Texas
77070 (hereafter referred to as "COMPAQ") and VLSI Technology, Inc., a Delaware
Corporation with a principal place of business at 1109 McKay Drive, San Jose,
California 95131 (hereafter referred to as "VLSI").
WHEREAS, VLSI designs, develops, and sells integrated circuits designed for the
portable computer market; and
WHEREAS, COMPAQ designs, manufactures, and sells personal computer products and
systems; and
WHEREAS, COMPAQ and VLSI wish to cooperate in the specification, testing,
debugging and validation of certain VLSI integrated circuits designed for the
portable computer market; and
WHEREAS, VLSI desires to sell integrated circuits to COMPAQ for use in COMPAQ's
OEM systems, and COMPAQ desires to buy integrated circuits from VLSI.
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants
and agreements hereinafter set forth, COMPAQ and VLSI agree as follows:
1. DEFINITIONS
1.1. "DERIVATIVE WORK" means a work that is a modification, enhancement, or
update of essentially the same architecture and functional features of CHIPSET,
which may contain enhancements and improvements, and has a material effect on
the physical or functional interchangeability or functional performance relative
to the CHIPSET SPECIFICATION.
1.2. "REVISION" means any subsequent version or release of the CHIPSET that
differs from the CHIPSET SPECIFICATION, or the specifications for the latest
prior REVISION, and that (a) may contain limited new features (including, but
not limited to, limited new functions and/or performance improvements over the
latest prior version), or (b) incorporates all corrections and fix releases
from the latest prior REVISION; but does not materially affect the physical or
functional interchangeability or functional performance of the CHIPSET.
1.3. "SPECIFICATION" means the design, functional and architectural definition
for CHIPSET, which shall be documented in a written technical specification set
forth in Exhibit A, CHIPSET SPECIFICATION.
1.4. "CHIPSET" means the QUADNOTE(TM) VLSI core logic integrated circuit design
that meets the SPECIFICATION, to be marketed under one or more VLSI trademarks,
as specifically set out in Exhibit A, CHIPSET SPECIFICATION.
[ ] Text omitted - CONFIDENTIAL TREATMENT REQUESTED - Indicates text for
which confidential treatment has been requested and that has been omitted and
filed separately with the Commission.
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Exhibit 10.63
VLSI Confidential
SCAMP(TM) IV Chipset Cooperation Agreement
This Agreement is entered into on 15th day of September 1993 (hereafter the
"Effective Date") by and between Compaq Computer Corporation, a Delaware
Corporation with a principal place of business at 20555 S.H. 249, Houston,
Texas 77070 (hereafter referred to as "COMPAQ") and VLSI Technology, Inc., a
Delaware Corporation with a principal place of business at 1109 McKay Drive,
San Jose, California 95131 (hereafter referred to as "VLSI").
WHEREAS, VLSI designs, develops, and sells integrated circuits designed for the
portable computer market; and
WHEREAS, COMPAQ designs, manufactures, and sells personal computer products and
systems; and
WHEREAS, COMPAQ and VLSI wish to cooperate in the specification, testing,
debugging and validation of certain VLSI integrated circuits designed for the
portable computer market; and
WHEREAS, VLSI desires to sell integrated circuits to COMPAQ for use in COMPAQ's
OEM systems, and COMPAQ desires to buy integrated circuits from VLSI.
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants
and agreements hereinafter set forth, COMPAQ and VLSI agree as follows:
DEFINITIONS
1.1 "DERIVATIVE WORK" means a work that is a modification, enhancement, or
update of essentially the same architecture and functional features of CHIPSET,
which may contain enhancements and improvements, and has a material effect on
the physical or functional interchangeability or functional performance relative
to the CHIPSET SPECIFICATION.
1.2 "REVISION" means any subsequent version or release of the CHIPSET that
differs from the CHIPSET SPECIFICATION, or the specifications for the latest
prior REVISION, and that (a) may contain limited new features (including, but
not limited to, limited new functions and/or performance improvements over the
latest prior version), or (b) incorporates all corrections and fix releases
from the latest prior REVISION; but does not materially affect the physical or
functional interchangeability or functional performance of the CHIPSET.
1.3 "SPECIFICATION" means the design, functional and architectural definition
for CHIPSET, which shall be documented in a written technical specification set
forth in Exhibit A, CHIPSET SPECIFICATION.
1.4 "CHIPSET" means the SCAMP(TM) IV VLSI core logic integrated circuit
design that meets the SPECIFICATION, to be marketed under one or more VLSI
trademarks, as specifically set out in Exhibit A, CHIPSET SPECIFICATION.
[ ] Text omitted - CONFIDENTIAL TREATMENT REQUESTED - Indicates text for
which confidential treatment has been requested and that has been omitted and
filed separately with the Commission.
