<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 25, 1999
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 NO. 0-16538
MAXIM INTEGRATED PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-2896096
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
Incorporation or Organization)
120 SAN GABRIEL DRIVE,
SUNNYVALE, CA 94086
(Address of Principal Executives Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
(408) 737-7600
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, and (2) has been subject to such filing
requirements for the past 90 days:
YES [X] NO[ ]
CLASS: COMMON STOCK, OUTSTANDING AT JANUARY 26, 2000
$.001 PAR VALUE 277,634,596 SHARES
<PAGE> 2
MAXIM INTEGRATED PRODUCTS, INC.
<TABLE>
<CAPTION>
INDEX PAGE
- ----- ----
<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Balance Sheets
As of December 25, 1999 and June 26, 1999 3
Consolidated Statements of Income
for the three and six months ended
December 25, 1999 and December 26, 1998 4
Consolidated Statements of Cash Flows
for the six months ended December 25,
1999 and December 26, 1998 5
Notes to Consolidated Financial Statements 6-8
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-12
ITEM 3. Quantitative and Qualitative Disclosures About
Market Risk 13
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security
Holders 13
ITEM 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
</TABLE>
2
<PAGE> 3
CONSOLIDATED BALANCE SHEETS
MAXIM INTEGRATED PRODUCTS, INC.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
December 25, June 26,
1999 1999
(Amounts in thousands) (unaudited)
=================================================================================
<S> <C> <C>
ASSETS
- ---------------------------------------------------------------------------------
Current assets:
Cash and cash equivalents $ 28,161 $ 34,126
Short-term investments 544,912 480,580
- ---------------------------------------------------------------------------------
Total cash, cash equivalents and short-term
investments 573,073 514,706
- ---------------------------------------------------------------------------------
Accounts receivable, net 103,406 79,330
Inventories 44,391 45,283
Deferred tax assets 47,850 47,850
Income tax refund receivable 24,166 36,649
Other current assets 6,325 5,056
- ---------------------------------------------------------------------------------
Total current assets 799,211 728,874
- ---------------------------------------------------------------------------------
Property, plant and equipment, at cost, less
accumulated depreciation 343,120 290,133
Other assets 8,117 3,307
- ---------------------------------------------------------------------------------
TOTAL ASSETS $ 1,150,448 $ 1,022,314
=================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 46,069 $ 40,257
Income taxes payable 4,403 2,484
Accrued salaries 30,876 26,364
Accrued expenses 41,222 35,477
Deferred income on shipments to distributors 15,619 16,316
- ---------------------------------------------------------------------------------
Total current liabilities 138,189 120,898
- ---------------------------------------------------------------------------------
Other liabilities 4,000 4,000
Deferred tax liabilities 18,200 18,200
- ---------------------------------------------------------------------------------
Stockholders' equity:
Common stock 277 272
Additional paid-in capital 120,231 132,378
Retained earnings 871,021 748,036
Accumulated other comprehensive income (1,470) (1,470)
- ---------------------------------------------------------------------------------
Total stockholders' equity 990,059 879,216
- ---------------------------------------------------------------------------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 1,150,448 $ 1,022,314
=================================================================================
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
3
<PAGE> 4
CONSOLIDATED STATEMENTS OF INCOME
MAXIM INTEGRATED PRODUCTS, INC.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
(Amounts in thousands, except per
Share data) Three months ended Six months ended
- -------------------------------------------------------------------------------------------------
December 25, December 26, December 25, December 26,
(Unaudited) 1999 1998 1999 1998
=================================================================================================
<S> <C> <C> <C> <C>
Net revenues $201,728 $145,012 $381,774 $300,293
Cost of goods sold 60,912 45,409 115,394 95,862
- -------------------------------------------------------------------------------------------------
Gross margin 140,816 99,603 266,380 204,431
- -------------------------------------------------------------------------------------------------
Operating expenses:
Research and development 32,250 21,385 60,559 42,436
Selling, general and
administrative 17,268 12,643 32,563 26,130
- -------------------------------------------------------------------------------------------------
Total operating expenses 49,518 34,028 93,122 68,566
- -------------------------------------------------------------------------------------------------
Operating income 91,298 65,575 173,258 135,865
Interest income, net 6,628 4,867 13,083 9,418
- -------------------------------------------------------------------------------------------------
Income before provision for
income taxes 97,926 70,442 186,341 145,283
Provision for income taxes 33,295 23,950 63,356 49,396
- -------------------------------------------------------------------------------------------------
Net income $ 64,631 $ 46,492 $122,985 $ 95,887
=================================================================================================
Earnings per share:
Basic $ 0.23 $ 0.18 $ 0.45 $ 0.37
Diluted $ 0.20 $ 0.16 $ 0.39 $ 0.32
=================================================================================================
Shares used in the calculation
of earnings per share:
Basic 275,528 262,618 274,557 261,890
Diluted 315,711 299,944 314,799 298,632
=================================================================================================
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
4
<PAGE> 5
CONSOLIDATED STATEMENTS OF CASH FLOWS
MAXIM INTEGRATED PRODUCTS, INC.
<TABLE>
<CAPTION>
=============================================================================================
For the six months ended
-------------------------------
(Amounts in thousands)(Unaudited) December 25, December 26,
Increase (decrease) in cash and cash equivalents 1999 1998
=============================================================================================
<S> <C> <C>
Cash flows from operating activities:
Net income $ 122,985 $ 95,887
Adjustments to reconcile net income to net cash
Provided by operating activities:
Depreciation, amortization and other 9,606 8,998
Reduction of equipment value 6,400 -
Changes in assets and liabilities:
Accounts receivable (24,076) 14,518
Inventories 892 1,398
Income tax refund receivable 12,483 -
Other current assets (1,269) (5,505)
Accounts payable 5,812 (6,980)
Income taxes payable 59,173 10,533
Deferred income on shipments to distributors (697) 260
All other accrued liabilities 10,257 5,912
- ---------------------------------------------------------------------------------------------
Net cash provided by operating activities 201,566 125,021
- ---------------------------------------------------------------------------------------------
Cash flows from investing activities:
Additions to property, plant and equipment (68,993) (22,831)
Other assets (4,810) (1,742)
Purchases of available-for-sale securities (145,534) (144,090)
Proceeds from sales/maturities of available-for-sale
Securities 81,202 111,512
- ---------------------------------------------------------------------------------------------
Net cash used in investing activities (138,135) (57,151)
- ---------------------------------------------------------------------------------------------
Cash flows from financing activities:
Issuance of common stock 35,495 21,463
Repurchase of common stock (104,891) (52,406)
- ---------------------------------------------------------------------------------------------
Net cash used in financing activities (69,396) (30,943)
- ---------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents (5,965) 36,927
Cash and cash equivalents:
Beginning of year 34,126 16,739
- ---------------------------------------------------------------------------------------------
End of period $ 28,161 $ 53,666
=============================================================================================
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
5
<PAGE> 6
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: BASIS OF PRESENTATION
The unaudited consolidated financial statements included herein have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. In the opinion of management, all adjustments (consisting of normal
recurring items) considered necessary for a fair presentation have been
included. The results of operations for the three and six months ended December
25, 1999 are not necessarily indicative of the results to be expected for the
entire year. These consolidated financial statements should be read in
conjunction with the consolidated financial statements and the notes thereto
included in the Annual Report on Form 10-K for the year ended June 26, 1999.
NOTE 2: INVENTORIES
Inventories consist of (in thousands):
<TABLE>
<CAPTION>
December 25, June 26,
1999 1999
------------ --------
(unaudited)
<S> <C> <C>
Raw materials $ 3,664 $ 3,473
Work-in-process 19,945 18,932
Finished goods 20,782 22,878
------- -------
$44,391 $45,283
======= =======
</TABLE>
6
<PAGE> 7
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)
NOTE 3: EARNINGS PER SHARE
Basic earnings per share are computed using the weighted average number of
common shares outstanding during the period. Diluted earnings per share
incorporates the incremental shares issuable upon the assumed exercise of stock
options and other potentially dilutive securities. The number of incremental
shares from the assumed issuance of stock options and other potentially dilutive
securities is calculated applying the treasury stock method. The following table
sets forth the computation of basic and diluted earnings per share.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
(Amounts in thousands, except per
share data) Three months ended Six months ended
- -------------------------------------------------------------------------------------------------------------
December 25, December 26, December 25, December 26,
(Unaudited) 1999 1998 1999 1998
=============================================================================================================
<S> <C> <C> <C> <C>
Numerator for basic earnings per
share and diluted earnings per
share
Net income $ 64,631 $ 46,492 $122,985 $ 95,887
=============================================================================================================
Denominator for basic earnings per 275,528 262,618 274,557 261,890
share
Effect of dilutive securities:
Stock options and warrants 40,183 37,326 40,242 36,742
- -------------------------------------------------------------------------------------------------------------
Denominator for diluted earnings per share 315,711 299,944 314,799 298,632
=============================================================================================================
Earnings per share:
Basic $ 0.23 $ 0.18 $ 0.45 $ 0.37
Diluted $ 0.20 $ 0.16 $ 0.39 $ 0.32
=============================================================================================================
</TABLE>
On December 22, 1999, the Company effected a two-for-one stock split in the form
of a stock dividend. All share and per share amounts for prior periods have been
adjusted to reflect this stock split.
7
<PAGE> 8
MAXIM INTEGRATED PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)
NOTE 4: SHORT-TERM INVESTMENTS
All short-term investments at December 25, 1999 are classified as
available-for-sale and consist of U.S. Treasury and Federal Agency debt
securities maturing within one year. Unrealized gains and losses, net of tax, on
securities in this category are reportable as a separate component of
stockholders' equity. Because of the short term to maturity and relative price
insensitivity to changes in market interest rates, amortized cost approximates
fair market value and no unrealized gains or losses have been recorded at
December 25, 1999. The cost of securities sold is based on the specific
identification method. Interest earned on securities is included in interest
income, net in the consolidated statements of income.
NOTE 5: SEGMENT INFORMATION
The Company operates and tracks its results in one operating segment. The
Company designs, develops, manufactures and markets a broad range of linear and
mixed-signal integrated circuits. The Chief Executive Officer has been
identified as the Chief Operating Decision Maker as defined by SFAS 131.
Enterprise-wide information is provided in accordance with SFAS 131.
Geographical revenue information is based on the customer's ship-to location.
Long-lived assets consist of property, plant and equipment. Property, plant and
equipment information is based on the physical location of the assets at the end
of each fiscal period.
Net revenues from unaffiliated customers by geographic region were as follows:
<TABLE>
<CAPTION>
Three months ended Six months ended
- ----------------------------------------------------------------------------------------------
(Amounts in thousands) December 25, December 26, December 25, December 26,
1999 1998 1999 1998
==============================================================================================
<S> <C> <C> <C> <C>
United States $ 86,707 $ 61,705 $166,845 $124,895
Europe 42,936 35,852 83,369 77,428
Pacific Rim 61,780 44,154 112,746 91,050
Rest of World 10,305 3,301 18,814 6,920
- ----------------------------------------------------------------------------------------------
$201,728 $145,012 $381,774 $300,293
==============================================================================================
</TABLE>
Net long-lived assets by geographic region were as follows:
<TABLE>
<CAPTION>
(Amounts in thousands) December 25, 1999 June 26, 1999
- ---------------------------------------------------------------------------
<S> <C> <C>
United States $311,789 $264,190
Rest of World 31,331 25,943
- ---------------------------------------------------------------------------
$343,120 $290,133
===========================================================================
</TABLE>
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Net revenues increased by 39.1% and 27.1% for the three and six months ended
December 25, 1999 compared to the three and six months ended December 26, 1998.
The increase is primarily attributable to higher unit shipments resulting from
continued introduction of new proprietary products and increased market
acceptance of the Company's proprietary and second-source products.
During the quarter, 57% of net revenues were derived from customers outside of
the United States. While the majority of these sales are denominated in US
dollars, the Company enters into foreign currency forward contracts to mitigate
its risks on firm commitments and net monetary assets denominated in foreign
currencies. The impact of changes in foreign exchange rates on revenue and the
Company's results of operations for the quarter was immaterial.
Gross margin was 69.8% for both the three and six months ended December 25,
1999, compared to 68.7% and 68.1% for the three and six months ended December
26, 1998. The increase in gross margin for the three and six months periods
ended December 25, 1999, was due primarily to production efficiencies obtained
through economies of scale and cost reductions. These increases were partially
offset by charges recorded during the three and six month periods ended December
25, 1999 of $3.8 million and $6.3 million, respectively, to reduce the carrying
value of manufacturing equipment. During the six months period ended December
25, 1999, the Company increased inventory reserves by $1.8 million. During the
three and six months periods ended December 26, 1998, the Company expensed $2.8
million and $5.6 million, respectively, of negative manufacturing variances and
increased inventory reserves by $2.5 million and $4.7 million, respectively. In
addition, during the six month period ended December 26, 1998, the Company
recorded a charge of $2.3 million related to obsoleting a 4-inch wafer
fabrication facility.
Research and development expenses were 16.0% and 15.9% of net revenues in the
three and six months ended December 25, 1999, respectively, compared to 14.7%
and 14.1% for the three and six months ended December 26, 1998, respectively.
Research and development expenses increased by approximately $10.9 million and
$18.1 million for the three and six month periods ended December 25, 1999,
respectively, over the comparable periods last year. These increases are
attributable primarily to increased headcount and related employee expenses to
support the Company's higher revenues, and increased wafer and mask expenses to
support new product development.
Selling, general and administrative expenses were 8.6% and 8.5% of net revenues
for the three and six months ended December 25, 1999, respectively, and 8.7% for
both the three and six months ended December 26, 1998, respectively. The
increase in selling, general, and administrative expenses in absolute dollars of
$4.6 million and $6.4 million for the three and six month periods ended December
25, 1999, respectively, as compared to the comparable periods last year, is
primarily a result of increased headcount and
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONT'D)
related employee expenses to support the Company's higher revenues and charges
recorded for technology licensing matters of $3.0 million and $4.5 million for
the three and six month periods ended December 25, 1999, respectively.
Net interest income increased to $6.6 million in the three months and $13.1
million in the six month ended December 25, 1999 compared to $4.9 million and
$9.4 million for the three and six months ended December 26, 1998, as a result
of higher levels of invested cash, cash equivalents and short-term investments
partially offset by lower interest rates on invested amounts.
The effective income tax rate for both the three months ended December 25, 1999
and December 26, 1998 was 34%. This rate differs from the federal statutory rate
primarily due to state income taxes and tax exempt earnings of the Company's
Foreign Sales Corporation.
OUTLOOK
Bookings on the Company were approximately $283 million in the second quarter of
fiscal 2000, a 17% increase over the first quarter of fiscal 2000 of $242
million. Turns orders received during the quarter were $93 million (turns orders
are customer orders that are for delivery within the same quarter and may result
in revenue within the same quarter if the Company has available inventory that
matches those orders). End-market bookings increased 11% over the first quarter
of fiscal 2000 levels (end-market bookings are end-user customer bookings
received by both Maxim and the Company's distributors during the quarter). This
increase was fueled by growth in all geographical areas and all product market
areas.
Second quarter ending backlog shippable within the next 12 months was
approximately $300 million, including $242 million requested for shipment in the
third quarter of fiscal 2000. Last quarter, the Company reported first quarter
ending backlog shippable within the next 12 months of approximately $225
million, including $192 million that was requested for shipment in the second
quarter of fiscal 2000. Order cancellations remained low during the quarter at
approximately $13 million, compared to $11 million in the first quarter of
fiscal 2000.
The Company continues to anticipate that bookings and bookings growth rates for
the second half of our fiscal year will moderate from the levels experienced
during the first six months.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of funds for the first six months of fiscal 2000
were from net cash generated from operating activities of $201.6 million, and
proceeds from the issuance of common stock of $35.5 million associated with the
Company's stock option programs.
10
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONT'D)
The principal uses of funds were the repurchase of $104.9 million of common
stock, the purchase of $69.0 million in property, plant and equipment and $64.3
million of net investment activities.
The Company believes that it possesses sufficient liquidity and capital
resources to fund these purchases and its operations for the foreseeable future.
It has been the Company's policy to reduce the dilution effect from stock
options by repurchasing its common stock from time to time in amounts based on
estimates of proceeds from stock option exercises and of tax benefits related to
such exercises. The Company plans to continue this policy although, at
management's discretion, it may repurchase its common stock in amounts
significantly in excess of or below such estimates.
YEAR 2000 ISSUE
As a result of certain computer programs' being written using two digits rather
than four to define the applicable year, any of the Company's computer programs
that have date-sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000 (the "Year 2000 issue"). This could result in a
system failure or miscalculations, causing disruptions of operations including,
among other things, a temporary inability to process transactions, send
invoices, or engage in normal business activities.
The Company has evaluated the required modifications to both new and existing
software and hardware systems to mitigate the Year 2000 issue and is 100%
complete with respect to remediation on all critical and non-critical systems.
The Company has worked with its significant suppliers and large customers to
determine the extent to which the Company is vulnerable to those third parties'
failure to minimize their own Year 2000 issue. The Company has limited
contingency plans with respect to third parties in the event that they are
unable to complete system modifications to mitigate the Year 2000 issue. Costs
incurred related to the Year 2000 issue have been minimal. While the Company has
fully completed the evaluation of its Year 2000 issue and is 100% complete with
respect to remediation on all systems, there can be no assurance that further
evaluation and remediation will not be required. The Company does not anticipate
that the future cost of these efforts, should they be necessary, will be
material.
While the Company believes it is Year 2000 ready with respect to its critical
and non-critical systems, there can be no assurance that there will not be new
Year 2000 issues not identified above and significant delays in or increased
costs associated with such efforts which could have a material adverse effect on
the Company's business and results of operations. In addition, to the extent the
Company's suppliers' and third parties' internal systems, products, services,
and contingency plans are not Year 2000 ready, the Company's business and
results of operations could be materially adversely effected. Maxim believes
that its most reasonably likely worst-case year 2000 scenarios would relate to
problems with the systems of third parties rather than with the Company's
internal systems. The Company has little control over assessing and remediating
the year 2000 problems of third parties. The Company believes the risks are
greatest with infrastructure (e.g. electricity and water supply),
telecommunications, transportation supply chains, and critical suppliers of
materials.
The Company's linear and mixed-signal integrated circuit production is conducted
at both domestic and foreign facilities. The Company does not generally maintain
facilities that would allow it to generate its own electrical or water supply in
lieu of that supplied by utilities. A worst-case scenario involving a critical
supplier of materials would be the partial or complete shutdown of the supplier
and its resulting inability to provide critical supplies to the Company on a
timely basis. The Company does not have the capability to replace third party
supplies with internal production. The Company has worked with suppliers of
critical materials to ensure buffer supplies are maintained.
11
<PAGE> 12
The Company is not in a position to identify or to avoid all possible worst-case
scenarios. Due to the large number of variables involved, the Company cannot
provide an estimate of the damage it might suffer if any worst-case scenario
were to occur. The Company to date has experienced no Year 2000 issues.
FORWARD-LOOKING INFORMATION
This Report on Form 10-Q contains forward-looking statements, including
statements regarding or implicating the Company's expectations, intentions,
plans, goals and hopes regarding the future. Such statements include, among
others, statements regarding bookings, bookings growth rate, forecasted demand,
shipments, turns orders, capital spending, the sufficiency of capital resources
and liquidity, the Company's stock repurchase policy, the success of Year 2000
related modifications and costs of Year 2000 remediation efforts.
Forward-looking statements in this report, including this Management's
Discussion and Analysis section, involve risk and uncertainty. There are
numerous factors that could cause the Company's actual results to differ
materially from results predicted or implied in this report.
Important factors affecting the Company's ability to achieve future revenue
growth include whether, and the extent to which, demand for the Company's
products increases and reflects real end-user demand; whether customer
cancellations and delays of outstanding orders increase; and whether the Company
is able to manufacture in a correct mix to respond to orders on hand and new
orders received in the future; whether the Company is able to achieve its new
product development and introduction goals, including, without limitation, goals
for recruiting, retaining, training, and motivating engineers, particularly
design engineers, and goals for conceiving and introducing timely new products
that are well received in the marketplace; and whether the Company is able to
successfully commercialize its new technologies, such as its new
second-generation high frequency technologies, that it has been investing in by
designing and introducing new products based on the new technologies.
Other important factors that could cause actual results to differ materially
from those predicted include overall worldwide economic conditions, demand for
electronic products and semiconductors generally; demand for the end-user
products for which the Company's semiconductors are suited; timely availability
of raw materials, equipment, supplies and services; unanticipated manufacturing
problems; technological and product development risks; competitors' actions; the
ability of the Company to mitigate the Year 2000 issue; and other risk factors
described above under the heading Year 2000 Issue and in the Company's filings
with the Securities and Exchange Commission and in particular its report on Form
10-K for the year ended June 26, 1999.
All forward-looking statements included in this document are made as of the date
hereof, based on the information available to the Company as of the date hereof,
and the Company assumes no obligation to update any forward-looking statement.
12
<PAGE> 13
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's market risk disclosures set forth in Item 7A of its Annual Report
on Form 10-K for the year ended June 26, 1999 have not changed significantly.
PART II. OTHER INFORMATION
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Stockholders on November 18, 1999. The
following proposals were voted on by the Company Stockholders' and results
obtained thereon:
Proposal 1: Election of Directors
The following directors were reelected as directors by the votes indicated:
<TABLE>
<CAPTION>
Nominee Votes in Favor Votes Withheld
- ------- -------------- --------------
<S> <C> <C>
James R. Bergman 119,059,260 130,039
John F. Gifford 119,057,154 132,145
Kipling Hagopian 119,059,399 129,900
A.R. Frank Wazzan 119,051,139 138,160
</TABLE>
Proposal 2: Ratification and Approval of Amendments to Increase the Number of
Shares Available for Issuance Under the Company's 1996 Stock Incentive Plan, as
Amended, and 1987 Employee Stock Participation Plan, as Amended
The increase in the number of shares of common stock under the above stock plans
was ratified and approved with 84,755,041 votes in favor, 34,326,450 against,
112,808 abstentions and 5,000 non-votes.
Proposal 3: Amendment of Restated Certificate of Incorporation to authorize 240
million Additional Shares of Common Stock
The amendment of restated certificate of incorporation as noted above was
ratified and approved with 113,343,335 votes in favor, 5,430,927 against,
107,106 abstentions and 307,931 non-votes.
Proposal 4: Ratification of Selection of Independent Auditors
Ernst & Young LLP was ratified as the Company's independent auditors for fiscal
2000 with 119,095,304 votes in favor, 16,376 votes against, 77,619 abstentions
and no non-votes.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.3 Amendment to Restated Certificate of Incorporation of the Company as
filed with the Delaware Secretary of State on November 18, 1999.
27.1 Financial Data Schedule.
(b) No Reports on Form 8-K were filed during the quarter ended December
25, 1999.
ITEMS 1, 2, 3 AND 5 HAVE BEEN OMITTED AS THEY ARE NOT APPLICABLE.
13
<PAGE> 14
SIGNATURES
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 thereunto duly authorized.
FEBRUARY 8, 2000 MAXIM INTEGRATED PRODUCTS, INC.
- ---------------- -------------------------------
(Date) (Registrant)
/s/ Carl W. Jasper
-----------------------------------------
CARL W. JASPER
Vice President and Chief
Financial Officer (For the
Registrant and as Principal
Financial Officer)
/s/ Sharon E. Smith-Lenox
-----------------------------------------
SHARON E. SMITH-LENOX
Corporate Controller (Principal
Accounting Officer)
14
<PAGE> 15
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
3.3 Amendment to Restated Certificate of Incorporation of the Company as
filed with the Delaware Secretary of State on November 18, 1999.
27.1 Financial Data Schedule.
<PAGE> 1
EXHIBIT 3.3
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
MAXIM INTEGRATED PRODUCTS, INC.
John F. Gifford and Anthony C. Gilbert each hereby certifies that:
1. They are the President and Secretary, respectively, of Maxim
Integrated Products, Inc. (the "Corporation"), a Delaware corporation, the
original Restated Certificate of Incorporation of which was filed with the
Secretary of State of the State of Delaware on September 21, 1995 and an
amendment thereto was filed on December 3, 1997.
2. At a meeting of the Board of Directors of the Corporation,
resolutions were duly adopted setting forth a proposed amendment of the Restated
Certificate of Incorporation of the Corporation, declaring that amendment to be
advisable and directing that the amendment proposed be considered at the next
annual meeting of the stockholders. The resolution setting forth the proposed
amendment is as follows:
RESOLVED that the second and third sentences of Section A of Article
FOURTH of the Restated Certificate of Incorporation, as amended, of this
Corporation are hereby amended to read in full as follows:
"The total number of shares of all classes of stock which the
Corporation has the authority to issue is 482,000,000 shares. The
number of shares of Common Stock which the Corporation is
authorized to issue is 480,000,000, and the number of shares of
Preferred Stock which the Corporation is authorized to issue is
2,000,000. Each share of Common Stock shall have a par value of
$0.001, and each share of Preferred Stock shall have a par value
of $0.001"
3. Thereafter, the annual meeting of stockholders of the Corporation was
called and held upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware. At that annual meeting a vote of the
stockholders entitled to vote thereon was taken for and against the proposed
amendment. A majority of the outstanding Common Stock, being the only class of
stock outstanding, entitled to vote thereon was voted in favor of the proposed
amendment.
4. This Certificate of Amendment of Restated Certificate of
Incorporation has been duly adopted, in accordance with Section 242 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned have executed this Certificate
of Amendment of Restated Certificate of Incorporation this 18th day of November,
1999.
--------------------------------
John F. Gifford, President
ATTEST:
- ----------------------------------
Anthony C. Gilbert, Secretary
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<S> <C>
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<PERIOD-START> JUN-27-1999
<PERIOD-END> DEC-25-1999
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0
0
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