UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 9, 1998
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VLSI TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-11879 94-2597282
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1109 McKay Drive, San Jose, California 95131
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 434-3000
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Not applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
Registrant is filing this Form 8-K solely for the purpose of disclosing the
effect of adoption of FAS 128, "Earnings per Share", on the Annual Report on
Form 10-K for the fiscal year ended December 27, 1996 (the 1996 Form 10-K) and
the related restatement of earnings per share thereon, so that such
information may be incorporated by reference into a Registration Statement on
Form S-8 to be filed after this Form 8-K is filed. Restatement of selected
financial data is for the fiscal quarters in each of the years ended December
26, 1997, December 27, 1996 and December 29, 1995 and the five fiscal years
ended December 27, 1996, and related disclosures as prescribed by FAS 128 for
the three fiscal years ended December 27, 1996.
Restatement of selected data as relates to the adoption of FAS 128, "Earnings
per Share" is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
99.1 Restatement of selected data as relates to the adoption
of FAS 128, "Earnings per Share".
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VLSI TECHNOLOGY, INC.
/s/ Larry L. Grant
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Larry L. Grant
Vice President, General Counsel and Secretary
Date: February 9, 1998
EXHIBIT 99.1
In 1997, the Financial Accounting Standards Board issued Statement No. 128,
"Earnings per Share" (FAS 128). FAS 128 replaced the calculation of primary
and fully diluted net income (loss) per share with basic and diluted net
income (loss) per share. Unlike primary net income (loss) per share, basic
net income (loss) per share excludes any dilutive effects of options, warrants
and convertible securities. Diluted net income (loss) per share is very
similar to the previously reported fully diluted net income (loss) per share.
The effect of replacing primary net income (loss) per share by basic net
income (loss) per share was $0.00 in 1996 due to the net loss for the year,
$0.06 in 1995 and $0.03 in 1994.
Restatement of selected financial data is for the fiscal quarters in each of
the years ended December 26, 1997, December 27, 1996 and December 29, 1995 and
the five fiscal years ended December 27, 1996, and related disclosures as
prescribed by FAS 128, "Earnings per Share" for the three fiscal years ended
December 27, 1996.
QUARTERLY INFORMATION
The following information presents the quarterly net income per share amounts
for 1997 in accordance with FAS 128.
<TABLE>
<CAPTION>
Quarters Ended
------------------------------------------------
December 26, September 26, June 27, March 28,
1997 1997 1997 1997
------------ ------------- -------- ---------
<S> <C> <C> <C> <C>
Net income per share as
previously presented on
Quarterly Report on
Form 10-Q:
Continuing operations n/a $0.42 n/a n/a
Total n/a $0.57 $0.26 $0.19
Net income per share,
restated (1):
Basic:
Continuing operations $0.47 $0.44 $0.29 $0.23
Total $0.47 $0.62 $0.27 $0.19
Diluted:
Continuing operations $0.45 $0.41 $0.28 $0.22
Total $0.45 $0.57 $0.26 $0.19
</TABLE>
(1) The restatement also reflects the sale of COMPASS Design Automation, Inc.
(COMPASS) in the third quarter of 1997 and the reclassification of the
results of operations in each of the quarters ended June 27, 1997 and
March 28, 1997 to conform to the presentation of continuing operations.
Also presented are net income per share amounts for the quarter ended
December 26, 1997.
The following information restates net income (loss) per share amounts under
Item 5 of the 1996 Form 10-K.
<TABLE>
<CAPTION>
Quarters Ended
------------------------------------------------
December 27, September 27, June 28, March 29,
1996 1996 1996 1996
------------ ------------- -------- ---------
<S> <C> <C> <C> <C>
Net income (loss) per share
as previously presented $(1.38) $0.06 $0.18 $0.07
Net income (loss) per share,
restated (2):
Basic:
Continuing operations $(1.34) $0.07 $0.19 $0.08
Total $(1.38) $0.06 $0.17 $0.07
Diluted:
Continuing operations $(1.34) $0.07 $0.19 $0.08
Total $(1.38) $0.06 $0.17 $0.07
</TABLE>
<TABLE>
<CAPTION>
Quarters Ended
------------------------------------------------
December 29, September 29, June 30, March 31,
1995 1995 1995 1995
------------ ------------- -------- ---------
<S> <C> <C> <C> <C>
Net income per share as
previously presented $0.38 $0.35 $0.03 $0.26
Net income per share,
restated (2):
Basic:
Continuing operations $0.41 $0.35 $0.02 $0.30
Total $0.39 $0.37 $0.03 $0.28
Diluted:
Continuing operations $0.39 $0.33 $0.02 $0.28
Total $0.38 $0.34 $0.03 $0.27
</TABLE>
(2) The restatement also reflects the sale of COMPASS in 1997 and the
reclassification of the results of operations to conform to the 1997
presentation.
FISCAL YEAR INFORMATION
The following information restates net income (loss) per share amounts under
Item 6 of the 1996 Form 10-K.
<TABLE>
<CAPTION>
Fiscal Years Ended
-------------------------------------------------
December December December December December
27, 1996 29, 1995 30, 1994 25, 1993 26, 1992
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net income (loss) per share
as previously presented $(1.08) $1.05 $0.85 $0.45 $(1.12)
Net income (loss) per share,
restated (1):
Basic:
Continuing operations $(1.00) $1.12 $0.93 $0.54 $(1.07)
Total $(1.08) $1.11 $0.88 $0.47 $(1.12)
Diluted:
Continuing operations $(1.00) $1.06 $0.89 $0.51 $(1.07)
Total $(1.08) $1.05 $0.85 $0.45 $(1.12)
</TABLE>
(1) The restatement also reflects the sale of COMPASS in 1997 and the
reclassification of the results of operations to conform to the 1997
presentation.
FAS 128 DISCLOSURE
The calculation of Basic and Diluted earnings per share for each of the three
years ended December 27, 1996 are as follows (adjusted to reflect the sale of
COMPASS in 1997):
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
(Thousands, except per share amounts)
<S> <C> <C> <C>
Net income (loss):
Continuing operations $(45,958) $46,216 $33,411
Total $(49,547) $45,968 $31,697
Weighted-average common shares - Basic 45,877 41,513 35,916
Dilutive options, including in 1995
and 1994, Warrant Shares - 2,377 1,530
-------- ------- -------
Adjusted weighted-average common shares
and assumed conversions - Diluted 45,877 43,890 37,446
======== ======= =======
Earnings per share - Basic:
Continuing operations $ (1.00) $ 1.12 $ 0.93
Total $ (1.08) $ 1.11 $ 0.88
Earnings per Share - Diluted:
Continuing operations $ (1.00) $ 1.06 $ 0.89
Total $ (1.08) $ 1.05 $ 0.85
</TABLE>
In 1996, options outstanding would have been antidilutive, therefore, Basic
and Dilutive earnings per share are the same. The effect of convertible debt
is excluded in all years from income available for shareholders and adjusted
weighted-average common shares because they would have been antidilutive. The
following amounts related to convertible debt and 1996 options have been
excluded:
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
(Thousands)
<S> <C> <C> <C>
Income available to shareholders,
net of tax $9,962 $4,930 $3,058
====== ====== ======
Potentially dilutive shares 4,449 2,496 2,614
====== ====== ======
</TABLE>
