MAXIM INTEGRATED PRODUCTS INC
10-Q, 2000-05-09
SEMICONDUCTORS & RELATED DEVICES
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<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 MARCH 25, 2000

                                       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 APRIL 24, 2000
      $.001 PAR VALUE                                  282,651,172 SHARES


<PAGE>   2


                         MAXIM INTEGRATED PRODUCTS, INC.

INDEX

<TABLE>
<CAPTION>


PART I. FINANCIAL INFORMATION
                                                                         PAGE
                                                                         ----
<S>                                                                      <C>
        ITEM 1. Financial Statements

               Consolidated Balance Sheets                                 3
                 As of March 25, 2000 and June 26, 1999

               Consolidated Statements of Income                           4
                 for the three and nine months ended
                 March 25, 2000 and March 27, 1999

               Consolidated Statements of Cash Flows                       5
                 for the nine months ended March 25,
                 2000 and March 27, 1999

               Notes to Consolidated Financial Statements                6-9

      ITEM 2. Management's Discussion and Analysis of
              Financial Condition and Results of Operations             9-12

      ITEM 3. Quantitative and Qualitative Disclosures About              13
              Market Risk

PART II. OTHER INFORMATION

      ITEM 6. Exhibits and Reports on Form 8-K                            13

SIGNATURES                                                                14
</TABLE>



<PAGE>   3

                           CONSOLIDATED BALANCE SHEETS

                         MAXIM INTEGRATED PRODUCTS, INC.

<TABLE>
<CAPTION>

                                                               March 25,         June 26,
                                                                  2000             1999
                                                              -----------       -----------
(Amounts in thousands)                                        (unaudited)
<S>                                                           <C>               <C>
ASSETS
Current assets:
  Cash and cash equivalents ............................      $    74,026       $    34,126
  Short-term investments ...............................          596,743           480,580
                                                              -----------       -----------
   Total cash, cash equivalents and short-term
     investments .......................................          670,769           514,706
                                                              -----------       -----------
  Accounts receivable, net .............................          125,075            79,330
  Inventories ..........................................           51,351            45,283
  Deferred tax assets ..................................           47,850            47,850
  Income tax refund receivable .........................           24,166            36,649
  Other current assets .................................            9,133             5,056
                                                              -----------       -----------
     Total current assets ..............................          928,344           728,874
                                                              -----------       -----------
Property, plant and equipment, at cost, less
   accumulated depreciation ............................          372,938           290,133
Other assets ...........................................            8,200             3,307
                                                              -----------       -----------
TOTAL ASSETS ...........................................      $ 1,309,482       $ 1,022,314
                                                              ===========       ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable .....................................      $    56,579       $    40,257
  Income taxes payable .................................            5,890             2,484
  Accrued salaries .....................................           38,449            26,364
  Accrued expenses .....................................           49,206            35,477
  Deferred income on shipments to distributors .........           13,856            16,316
                                                              -----------       -----------
     Total current liabilities .........................          163,980           120,898
                                                              -----------       -----------
Other liabilities ......................................            4,000             4,000
Deferred tax liabilities ...............................           18,200            18,200
                                                              -----------       -----------
Stockholders' equity:
  Common stock .........................................              282               272
  Additional paid-in capital ...........................          178,766           132,378
  Retained earnings ....................................          945,724           748,036
  Accumulated other comprehensive income ...............           (1,470)           (1,470)
                                                              -----------       -----------
     Total stockholders' equity ........................        1,123,302           879,216
                                                              -----------       -----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY ...............      $ 1,309,482       $ 1,022,314
                                                              ===========       ===========
</TABLE>


See accompanying notes to Consolidated Financial Statements.


<PAGE>   4


                        CONSOLIDATED STATEMENTS OF INCOME
                         MAXIM INTEGRATED PRODUCTS, INC.

<TABLE>
<CAPTION>

 (Amounts in thousands, except per
   Share data)                                                        Three months ended           Nine months ended
                                                                -----------------------------------------------------------
                                                                  March 25,       March 27,      March 25,       March 27,
(Unaudited)                                                         2000            1999            2000            1999
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>             <C>             <C>             <C>
Net revenues ..............................................      $  226,540      $  147,188      $  608,314      $  447,481
Cost of goods sold ........................................          68,117          45,538         183,511         141,400
                                                                 ----------      ----------      ----------      ----------
    Gross margin ..........................................         158,423         101,650         424,803         306,081
                                                                 ----------      ----------      ----------      ----------
Operating expenses:
  Research and development ................................          36,437          21,848          96,996          64,284
  Selling, general and
    administrative ........................................          21,346          12,798          53,909          38,928
                                                                 ----------      ----------      ----------      ----------
    Total operating expenses ..............................          57,783          34,646         150,905         103,212
                                                                 ----------      ----------      ----------      ----------
    Operating income ......................................         100,640          67,004         273,898         202,869
Interest income and other, net ............................          12,547           5,222          25,630          14,640
                                                                 ----------      ----------      ----------      ----------
    Income before provision for
      income taxes ........................................         113,187          72,226         299,528         217,509
Provision for income taxes ................................          38,484          24,557         101,840          73,953
                                                                 ----------      ----------      ----------      ----------
    Net income ............................................      $   74,703      $   47,669      $  197,688      $  143,556
                                                                 ==========      ==========      ==========      ==========
Earnings per share:
    Basic .................................................      $     0.27      $     0.18      $     0.72      $     0.54
    Diluted ...............................................      $     0.23      $     0.15      $     0.62      $     0.48
                                                                 ==========      ==========      ==========      ==========
Shares used in the calculation of earnings per share:
    Basic .................................................         279,388         267,524         276,167         263,768
    Diluted ...............................................         320,016         307,962         316,538         301,742
                                                                 ==========      ==========      ==========      ==========
</TABLE>

See accompanying notes to Consolidated Financial Statements




<PAGE>   5

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                        MAXIM INTEGRATED PRODUCTS, INC.

<TABLE>
<CAPTION>

                                                                       For the nine months ended
                                                                       -------------------------
(Amounts in thousands) (Unaudited)                                     March 25,       March 27,
 Increase (decrease) in cash and cash equivalents                         2000           1999
- ------------------------------------------------------------------------------------------------
<S>                                                                   <C>              <C>
Cash flows from operating activities:
Net income ......................................................      $ 197,688       $ 143,556
Adjustments to reconcile net income to net cash
 provided by operating activities:
   Depreciation, amortization and other .........................         14,312          13,323
   Reduction of equipment value .................................         15,200              --
   Changes in assets and liabilities:
     Accounts receivable ........................................        (45,745)         17,177
     Inventories ................................................         (6,068)          1,650
     Income tax refund receivable ...............................         12,483              --
     Other current assets .......................................         (4,077)         (9,880)
     Accounts payable ...........................................         16,322         (11,199)
     Income taxes payable .......................................         98,530          36,881
     Deferred income on shipments to distributors ...............         (2,460)            552
     All other accrued liabilities ..............................         25,814          17,091
                                                                       ---------       ---------
Net cash provided by operating activities .......................        321,999         209,151
                                                                       ---------       ---------
Cash flows from investing activities:
   Additions to property, plant and equipment ...................       (112,317)        (30,063)
   Other assets .................................................         (4,893)           (598)
   Purchases of available-for-sale securities ...................       (417,073)       (369,367)
   Proceeds from sales/maturities of available-for-sale
     Securities .................................................        300,910         255,961
                                                                       ---------       ---------
Net cash used in investing activities ...........................       (233,373)       (144,067)
                                                                       ---------       ---------
Cash flows from financing activities:
   Issuance of common stock .....................................         61,118          33,947
   Repurchase of common stock ...................................       (109,844)        (70,580)
                                                                       ---------       ---------
Net cash used in financing activities ...........................        (48,726)        (36,633)
                                                                       ---------       ---------
Net increase in cash and cash equivalents .......................         39,900          28,451
Cash and cash equivalents:
   Beginning of year ............................................         34,126          16,739
                                                                       ---------       ---------
   End of period ................................................      $  74,026       $  45,190
                                                                       =========       =========
</TABLE>


See accompanying notes to Consolidated Financial Statements.


<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 nine months ended March
25, 2000 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>

                                    March 25,       June 26,
                                      2000            1999
                                    ---------      ---------
                                   (unaudited)
<S>                                <C>             <C>
Raw materials ................      $   4,971      $   3,473
Work-in-process ..............         25,873         18,932
Finished goods ...............         20,507         22,878
                                    ---------      ---------
                                    $  51,351      $  45,283
                                    =========      =========
</TABLE>



<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           Nine months ended
                                                        ----------------------------------------------------
                                                        March 25,     March 27,     March 25,     March 27,
(Unaudited)                                               2000          1999          2000          1999
- ------------------------------------------------------------------------------------------------------------
<S>                                                     <C>           <C>           <C>           <C>
Numerator for basic earnings per
  share and diluted earnings per
  share
    Net income ...................................      $  74,703     $  47,669     $ 197,688     $ 143,556
                                                        =========     =========     =========     =========
Denominator for basic earnings per
  share ..........................................        279,388       267,524       276,167       263,768
   Effect of dilutive securities:
       Stock options and warrants ................         40,628        40,438        40,371        37,974
                                                        ---------     ---------     ---------     ---------

Denominator for diluted earnings per share .......        320,016       307,962       316,538       301,742
                                                        =========     =========     =========     =========
Earnings per share:
    Basic ........................................      $    0.27     $    0.18     $    0.72     $    0.54
    Diluted ......................................      $    0.23     $    0.15     $    0.62     $    0.48
                                                        =========     =========     =========     =========
</TABLE>



<PAGE>   8


                         MAXIM INTEGRATED PRODUCTS, INC.

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)


NOTE 4: SHORT-TERM INVESTMENTS

All short-term investments at March 25, 2000 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 March
25, 2000. The cost of securities sold is based on the specific identification
method. Interest earned on securities is included in interest income and other,
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           Nine months ended
                                   ------------------------------------------------------
(Amounts in thousands)             March 25,      March 27,      March 25,      March 27,
                                     2000           1999           2000           1999
- -----------------------------------------------------------------------------------------
<S>                                <C>            <C>            <C>            <C>
United States ...............      $  95,460      $  56,710      $ 262,305      $ 181,605
Europe ......................         53,550         40,397        136,919        117,825
Pacific Rim .................         66,123         46,560        178,869        137,610
Rest of World ...............         11,407          3,521         30,221         10,441
                                   ---------      ---------      ---------      ---------
                                   $ 226,540      $ 147,188      $ 608,314      $ 447,481
                                   =========      =========      =========      =========
</TABLE>


Net long-lived assets by geographic region were as follows:

<TABLE>
<CAPTION>

(Amounts in thousands)      March 25, 2000      June 26, 1999
                            --------------      --------------
<S>                         <C>                 <C>
United States ........      $      341,710      $      264,190
Rest of World ........              31,228              25,943
                            --------------      --------------
                            $      372,938      $      290,133
                            ==============      ==============
</TABLE>


<PAGE>   9

NOTE 6: RECENT ACCOUNTING DEVELOPMENTS

The Securities and Exchange Commission (SEC) issued in December 1999 SEC Staff
Accounting Bulletin No. 101 (SAB101) Revenue Recognition in Financial
Statements. SAB101 addresses the SEC's views and provides guidance in applying
generally accepted accounting principles to revenue recognition in financial
statements. The Company is in the process of evaluating SAB101 and the impact,
if any, on the current revenue recognition policy followed by the Company.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS

NET REVENUES
Net revenues increased by $79.4 million or 53.9% and $160.8 million or 35.9% for
the three and nine months ended March 25, 2000, respectively, as compared to the
three and nine months ended March 27,1999. The increases in net revenues are
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.

Net revenues derived from customers outside the United States were 57.9% and
56.9% during the three and nine months ended March 25, 2000, respectively. 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 three and nine months ended March 25, 2000 was immaterial.

GROSS MARGIN
Gross margin was 69.9% for the three months ended March 25, 2000, compared to
69.1% for the three months ended March 27, 1999. The increase is primarily
attributable to production efficiencies obtained through economies of scale and
cost reductions. Gross margin for the three months ended March 27, 1999, was
negatively impacted due to an increase in inventory reserves of $0.8 million,
$1.6 million expensed for negative manufacturing variances, and a charge of $1.3
million related to obsoleting a 4-inch wafer fabrication facility. The increase
in gross margin in the three months ended March 25, 2000 was partially offset by
a charge of $8.8 million to reduce the carrying value of manufacturing equipment
and Medicare taxes on realized gains from the exercise of employee stock
options. Due to a recent accounting change by the Financial Accounting Standards
Board, the Company must expense these Medicare taxes. Previously these tax
payments were recorded within Stockholder's Equity as an offset against the
proceeds received from the exercise of stock options.

Gross margin was 69.8% for the nine months ended March 25, 2000, compared to
68.4% for the nine months ended March 27, 1999. The increase is primarily
attributable to production efficiencies obtained through economies of scale and
cost reductions. Gross margin for the nine months ended March 27, 1999, was
negatively impacted due to increases in inventory reserves of $5.5 million, $7.2
million expensed for negative manufacturing variances, and charges of $3.6
million recorded to obsolete a 4-inch wafer fabrication facility. The increases
in gross margin in the three months ended March 25, 2000 was partially offset by
charges of $15.1 million to reduce the carrying value of manufacturing equipment
and expenses for Medicare taxes on realized gains from the exercise of employee
stock options.


<PAGE>   10



RESEARCH AND DEVELOPMENT
Research and development expenses were $36.4 million and $21.8 million for the
three months ended March 25, 2000, and March 27, 1999, respectively, which
represented 16.1% and 14.8% of net revenues, respectively.

Research and development expenses were $97.0 million and $64.3 million for the
nine months ended March 25, 2000, and March 27, 1999, respectively, which
represented 15.9% and 14.4% of net revenues, respectively.

The increases in research and development expenses for both the three month and
nine months ended March 25, 2000 as compared to the same periods in the prior
year is due to increased headcount and related employee expenses to continue
development of products to support revenue growth, increased wafer and mask
expenses to support new product development, and expenses for Medicare taxes on
realized gains from the exercise of employee stock options.

SELLING, GENERAL, AND ADMINISTRATIVE
Selling, general and administrative expenses were $21.3 million and $12.8
million for the three months ended March 25, 2000, and March 27, 1999,
respectively, which represented 9.4% and 8.7% of net revenues, respectively. The
increase in selling, general, and administrative expenses is primarily due to
increased headcount and related employee expenses to support the Company's
higher revenues, charges recorded for technology licensing of $4.5 million, and
expenses for Medicare taxes on realized gains from the exercise of employee
stock options. During the three months ended March 27, 1999, the Company
recorded a charge of $1.5 million for technology licensing.

Selling, general and administrative expenses were $53.9 million and $38.9
million for the nine months ended March 25, 2000, and March 27, 1999,
respectively, which represented 8.9% and 8.7% of net revenues, respectively. The
increase in selling, general, and administrative expenses is primarily due to
increased headcount and related employee expenses to support the Company's
higher revenues, charges recorded for technology licensing of $9.0 million, and
expenses for Medicare taxes on realized gains from the exercise of employee
stock options. During the nine months ended March 27, 1999, the Company recorded
charges of $2.0 million for technology licensing.

INTEREST INCOME AND OTHER, NET
Interest income and other, net was $12.5 million and $5.2 million for the three
months ended March 25, 2000 and March 27, 1999, respectively, and $25.6 million
and $14.6 million for the nine months ended March 25, 2000, and March 27, 1999,
respectively. The increases in interest income and other, net for both the three
and nine months ended March 25, 2000, as compared to the same periods in the
prior year is due to higher levels of invested cash, cash equivalents and
short-term investments and higher average interest rates on invested amounts. In
addition, included within interest income and other, net for the three and nine
months ended March 25, 2000, is a $4.5 million gain from the cash sale of the
Company's 50% interest in its high frequency packaging and assembly subsidiary.
This business was jointly owned with Tektronix and was set up to facilitate the
1994 acquisition of the Tektronix integrated circuit operations.

INCOME TAXES
The effective income tax rate for the three and nine months ended March 25,
2000, and March 27, 1999 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.


<PAGE>   11



OUTLOOK

Bookings on the Company were approximately $304 million in the third quarter of
fiscal 2000, an 8% increase over the second quarter of fiscal 2000 of $283
million, and a 78% increase over the third quarter of fiscal 1999. Turns orders
received during the third quarter of fiscal 2000 were $95 million, a 3% increase
over the $93 million received in the second quarter of fiscal 2000 (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). The bookings increase is primarily attributable to
strength in the U.S. distribution channels and Europe. There was significant
growth in bookings for the Company's products targeted for the high-frequency
end markets and products with broad-based industrial applications. Bookings on
the Company by U.S. distributors were $78.8 million during the third quarter of
fiscal 2000 and exceeded customer bookings on those distributors by $17.6
million. Bookings on distributors by their customers were up by $14.3 million, a
30% increase over the second quarter of fiscal 2000.

Ending backlog at March 25, 2000 shippable within the next 12 months was
approximately $345 million, including approximately $271 million requested for
shipment in the fourth quarter of fiscal 2000. The Company's second quarter of
fiscal 2000 ending backlog shippable within the next 12 months was approximately
$285 million, including $231 million that was requested for shipment in the
third quarter of fiscal 2000. All of these backlog numbers have been adjusted to
be net of cancellations and estimated future U.S. distribution ship and debit
pricing adjustments.

The Company continues to anticipate that bookings and turns growth will moderate
to reflect short-term forecasted end-market consumption levels.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary sources of funds for the first nine months of fiscal 2000
were from net cash generated from operating activities of $322.0 million, and
proceeds from the issuance of common stock of $61.1 million associated with the
Company's stock option programs.

The principal uses of funds were the repurchase of $109.8 million of common
stock, the purchase of $112.3 million in property, plant and equipment and
$116.2 million of net investment activities.

The Company believes that it possesses sufficient liquidity and capital
resources to fund common stock repurchases, capital equipment purchases and its
operations for the foreseeable future. It has been the Company's policy to
reduce the dilution effect from stock option exercises 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.


<PAGE>   12

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONT'D)

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, forecasted demand,
shipments, turns orders, capital spending, the sufficiency of capital resources
and liquidity, the Company's stock repurchase policy. 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, whether the Company is able to
effectively and successfully expand manufacturing operations to meet increased
demand for the Company's products, 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; and
other risk factors described 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.



<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 6: EXHIBITS AND REPORTS ON FORM 8-K

        (a)  Exhibits

        3.4  Bylaws of the Registrant as amended (Section 15 amended on January
             31, 2000)

       27.1  Financial Data Schedule.

        (b)  No Reports on Form 8-K were filed during the quarter ended March
             25, 2000.

ITEMS 1, 2, 3, 4 AND 5 HAVE BEEN OMITTED AS THEY ARE NOT APPLICABLE.



<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.


MAY 9, 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)

<PAGE>   15
                               INDEX TO EXHIBITS



<TABLE>
<CAPTION>


Exhibit
Number                            Description
- ------                            -----------
<S>                          <C>
 3.4         Bylaws of the Registrant as amended (Section 15 amended on January
             31, 2000)

27.1         Financial Data Schedule.
</TABLE>







<PAGE>   1
                                                                     EXHIBIT 3.4

                                     BYLAWS

                       AS AMENDED THROUGH JANUARY 31, 2000
                                       OF
                         MAXIM INTEGRATED PRODUCTS, INC.
                            (A DELAWARE CORPORATION)



<PAGE>   2

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the Corporation in the
State of Delaware shall be in the City of Dover, County of Kent.

Section 2. Other Offices. The Corporation shall also have and maintain an office
or principal place of business in Sunnyvale, California, or at such other place
as may be fixed by the Board of Directors, and may also have offices at such
other places, both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.


ARTICLE II

CORPORATE SEAL

Section 3. Corporate Seal. The Corporate seal shall consist of a die bearing the
name of the Corporation and the inscription, "Corporate Seal-Delaware." Said
seal may be used by causing it or a facsimile thereof to be impressed or affixed
or reproduced or otherwise.


ARTICLE III

STOCKHOLDERS' MEETINGS

Section 4. Place of Meetings. Meetings of the stockholders of the Corporation
shall be held at such place, either within or without the State of Delaware, as
may be designated from time to time by the Board of Directors, or, if not so
designated, then at the office of the Corporation required to be maintained
pursuant to Section 2 hereof.

Section 5. Annual Meeting. The annual meeting of the stockholders of the
Corporation, for the purpose of election of Directors and for such other
business as may lawfully come before it shall be held on such date and at such
time as may be designated from time to time by the Board of Directors, or, if
not so designated, then at 10 o'clock A.M. on the second Thursday in November in
each year if not a legal holiday, and, if a legal holiday, at the same hour and
place on the next succeeding day not a holiday.

Section 6. Special Meetings. Special meetings of the stockholders of the
Corporation may be called at any time, for any purpose or purposes, by the Board
of Directors or by the holders of outstanding stock of the Corporation holding
at least ten (10) percent of the voting power of the Corporation.

Section 7. Notice of Meetings. Except as otherwise provided by law or the
Certificate of Incorporation, written notice of each meeting of stockholders
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder entitled to vote at such meeting, such
notice to specify the place, date and hour and purpose or purposes of the
meeting. Notice of the time, place and purpose of any meeting of stockholders
may be waived in writing, signed by the person entitled to notice thereof,
either before or after such meeting, and will be waived by any stockholder by
his attendance thereat in person or by proxy, except when the stockholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Any stockholder so waiving notice of such meeting shall be
bound by the proceedings of any such meeting in all respects as if due notice
thereof had been given.

Section 8. Quorum. At all meetings of stockholders, except where otherwise
provided by statute or by the Certificate of Incorporation, or by these Bylaws,
the presence, in person or by proxy duly authorized, of the

<PAGE>   3

holders of a majority of the outstanding shares of stock entitled to vote shall
constitute a quorum for the transaction of business. Any shares, the voting of
which at said meeting has been enjoined, or which for any reason cannot be
lawfully voted at such meeting, shall not be counted to determine a quorum at
such meeting. In the absence of a quorum any meeting of stockholders may be
adjourned, from time to time, by vote of the holders of a majority of the shares
represented thereat, but no other business shall be transacted at such meeting.
The stockholders present at a duly called or convened meeting, at which a quorum
is present, may continue to transact business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum. Except as
otherwise provided by law, the Certificate of Incorporation or these Bylaws, all
action taken by the holders of a majority of the voting power represented at any
meeting at which a quorum is present shall be valid and binding upon the
Corporation.

Section 9. Adjournment and Notice of Adjourned Meetings. Any meeting of
stockholders, whether annual or special, may be adjourned from time to time by
the vote of a majority of the shares, the holders of which are present either in
person or by proxy. When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting the Corporation may transact any business that might have been
transacted at the original meeting. If the adjournment is for more than thirty
(30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

Section 10. Voting Rights. For the purpose of determining those stockholders
entitled to vote at any meeting of the stockholders, except as otherwise
provided by law, only persons in whose names shares stand on the stock records
of the Corporation on the record date, as provided in Section 12 of these
Bylaws, shall be entitled to vote at any meeting of stockholders. Every person
entitled to vote or execute consents shall have the right to do so either in
person or by an agent or agents authorized by a written proxy executed by such
person or his duly authorized agent, which proxy shall be filed with the
Secretary at or before the meeting at which it is to be used. An agent so
appointed need not be a stockholder. No proxy shall be voted after three (3)
years from its date of creation unless the proxy provides for a longer period.
All elections of Directors shall be by written ballot, unless otherwise provided
in the Certificate of Incorporation.


Section 11. Joint Owners of Stock. If shares or other securities having voting
power stand of record in the names of two (2) or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety, or otherwise, or if two (2) or more persons have the same
fiduciary relationship respecting the same shares, unless the Secretary is given
written notice to the contrary and is furnished with a copy of the instrument or
order appointing them or creating the relationship wherein it is so provided,
their acts with respect to voting shall have the following effect: (a) if only
one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the
majority so voting binds all; (C) if more than one (1) votes, but the vote is
evenly split on any particular matter, each faction may vote the securities in
question proportionally, or may apply to the Delaware Court of Chancery for
relief as provided in the General Corporation Law of Delaware, Section 217(b).
If the instrument filed with the Secretary shows that any such tenancy is held
in unequal interests, a majority or even split for the purpose of this
subsection shall be a majority or even split in interest.

Section 12. List of Stockholders. The Secretary shall prepare and make, at least
ten (10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at said meeting, arranged in alphabetical order,
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not specified, at the place where
the meeting is to be held. The list shall be produced and kept at the time and
place of meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

Section 13. Action without Meeting.

        (a)     Any action required by statute to be taken at any annual or
                special meeting of the stockholders, or any action which may be
                taken at any annual or special meeting of the stockholders, may
                be taken

<PAGE>   4

                without a meeting, without prior notice and without a vote, if a
                consent or consents in writing, setting forth the action so
                taken, are signed by the holders of outstanding stock having not
                less than the minimum number of votes that would be necessary to
                authorize or take such action at a meeting at which all shares
                entitled to vote thereon were present and voted and shall be
                delivered to the Corporation by delivery to its registered
                office in the State of Delaware, its principal place of business
                or an officer or agent of the Corporation having custody of the
                book in which proceedings of meetings of stockholders are
                recorded. Delivery made to the Corporation's registered office
                shall be by hand or by certified or registered mail, return
                receipt requested.

        (b)     Every written consent shall bear the date of signature of each
                stockholder who signs the consent, and no written consent shall
                be effective to take the corporate action referred to therein
                unless, within sixty (60) days of the earliest dated consent
                delivered to the Corporation in the manner herein required,
                written consents signed by a sufficient number of stockholders
                to take action are delivered to the Corporation by delivery to
                its registered office in the State of Delaware, its principal
                place of business or an officer or agent of the Corporation
                having custody of the book in which proceedings of meetings of
                stockholders are recorded. Delivery made to a Corporation's
                registered office shall be by hand or by certified or registered
                mail, return receipt requested.

        (c)     No such action by written consent may be taken following the
                effectiveness of the registration of any class of securities of
                the Corporation under the Securities Exchange Act of 1934, as
                amended.

Section 14. Organization. At every meeting of stockholders, the Chairman of the
Board of Directors, or, if a Chairman has not been appointed or is absent, the
President, or, if the President is absent, the most senior Vice President
present, or in the absence of any such officer, a chairman of the meeting chosen
by a majority in interest of the stockholders entitled to vote, present in
person or by proxy, shall act as chairman. The Secretary, or, in his absence, an
Assistant Secretary directed to do so by the President, shall act as secretary
of the meeting.



ARTICLE IV

DIRECTORS

Section 15. Number and Term of Office. The number of Directors that shall
constitute the whole of the Board of Directors shall be five (5). The number of
authorized Directors may be modified from time to time by amendment of this
Bylaw in accordance with the provisions of Section 43 hereof. Except as provided
in Section 17, the Directors shall be elected by the stockholders at their
annual meeting in each year and shall hold office until the next annual meeting
and until their successors shall be duly elected and qualified, or until their
death, resignation or removal. Directors need not be stockholders unless so
required by the Certificate of Incorporation. If for any cause, the Directors
shall not have been elected at an annual meeting, they may be elected as soon
thereafter as convenient at a special meeting of the stockholders called for
that purpose in the manner provided in these Bylaws.

Section 16. Powers. The powers of the Corporation shall be exercised, its
business conducted and its property controlled by the Board of Directors, except
as may be otherwise provided by statute or by the Certificate of Incorporation.

Section 17. Vacancies. Unless otherwise provided in the Certificate of
Incorporation, vacancies and newly created directorships resulting from any
increase in the authorized number of Directors may be filled by a majority of
the Directors then in office, although less than a quorum, or by a sole
remaining Director, and each Director so elected shall hold office for the
unexpired portion of the term of the Director whose place shall be vacant and
until his successor shall have been duly elected and qualified. A vacancy in the
Board of Directors shall be deemed to exist under this Section 17 in the case of
the death, removal or resignation of any Director, or if the stockholders fail
at any meeting of stockholders at which directors are to be elected (including
any meeting referred to in Section 19 below) to elect the number of Directors
then constituting the whole Board of Directors.



<PAGE>   5





Section 18. Resignation. Any Director may resign at any time by delivering his
written resignation to the Secretary, such resignation to specify whether it
will be effective at a particular time, upon receipt by the Secretary or at the
pleasure of the Board of Directors. If no such specification is made, it shall
be deemed effective at the pleasure of the Board of Directors. When one or more
Directors shall resign from the Board of Directors, effective at a future date,
a majority of the Directors then in office, including those who have so
resigned, shall have power to fill such vacancy or vacancies, the vote thereon
to take effect when such resignation or resignations shall become effective, and
each Director so chosen shall hold office for the unexpired portion of the term
of the Director whose place shall be vacated and until his successor shall have
been duly elected and qualified.

Section 19. Removal. At a special meeting of stockholders called for the purpose
in the manner hereinabove provided, subject to the limitation set forth in
Section 141(k) of the General Corporation Law of Delaware, the Board of
Directors, or any individual Director, may be removed from office, with or
without cause, and a new Director or Directors elected by a vote of stockholders
holding a majority of the outstanding shares entitled to vote at an election of
Directors.

Section 20. Meetings.

        (a)     Annual Meetings. The annual meeting of the Board of Directors
                shall be held immediately after the annual meeting of
                stockholders and at the place where such meeting is held. No
                notice of an annual meeting of the Board of Directors shall be
                necessary and such meeting shall be held for the purpose of
                electing officers and transacting such other business as may
                lawfully come before it.

        (b)     Regular Meetings. Except as hereinafter otherwise provided,
                regular meetings of the Board of Directors shall be held at the
                office of the Corporation required to be maintained pursuant to
                Section 2 hereof. Unless otherwise restricted by the Certificate
                of Incorporation, regular meetings of the Board of Directors may
                also be held at any place within or without the State of
                Delaware which has been designated by resolution of the Board of
                Directors or the written consent of all Directors.

        (c)     Special Meetings. Unless otherwise restricted by the Certificate
                of Incorporation, special meetings of the Board of Directors may
                be held at any time and place within or without the State of
                Delaware whenever called by the Chairman of the Board or the
                President or any Vice President or the Secretary of the
                Corporation or any two (2) Directors.

        (d)     Telephone Meetings. Any member of the Board of Directors, or of
                any committee thereof, may participate in a meeting by means of
                conference telephone or similar communications equipment by
                means of which all persons participating in the meeting can hear
                each other, and participation in a meeting by such means shall
                constitute presence in person at such meeting.

        (e)     Notice of Meetings. Notice of the date, time and place of all
                meetings of the Board of Directors, other than regular meetings
                held pursuant to Section 20(a) or (b) above shall be delivered
                personally, orally or in writing, or by telephone or telegraph
                to each Director, at least forty-eight (48) hours before the
                meeting, or sent in writing to each Director by first-class
                mail, charges prepaid, at least four (4) days before the
                meeting. Such notice may be given by the Secretary of the
                Corporation or by the person or persons who called a meeting.
                Such notice need not specify the purpose of the meeting. Notice
                of any meeting may be waived in writing at any time before or
                after the meeting and will be waived by any Director by
                attendance thereat, except when the Director attends the meeting
                for the express purpose of objecting, at the beginning of the
                meeting, to the transaction of any business because the meeting
                is not lawfully called or convened.

        (f)     Waiver of Notice. The transaction of all business at any meeting
                of the Board of Directors, or any committee thereof, however
                called or noticed, or wherever held, shall be as valid as though
                had at a meeting duly held after regular call and notice, if a
                quorum be present and if, either before or after the meeting,
                each of the Directors not present shall sign a written waiver of
                notice, or a consent to holding such meeting, or an approval of
                the minutes thereof. All such waivers, consents or approvals
                shall be filed with the corporate records or made a part of the
                minutes of the meeting.

Section 21. Quorum and Voting.



<PAGE>   6

        (a)     Quorum. Unless the Certificate of Incorporation requires a
                greater number and except with respect to indemnification
                questions arising under Section 41(a) hereof, for which a quorum
                shall be one-third of the exact number of Directors fixed from
                time to time in accordance with Section 15 of these Bylaws, but
                not less than one (1), a quorum of the Board of Directors shall
                consist of a majority of the exact number of Directors fixed
                from time to time in accordance with Section 15 of these Bylaws,
                but not less than one (1); provided, however, at any meeting
                whether a quorum be present or otherwise, a majority of the
                Directors present may adjourn from time to time until the time
                fixed for the next regular meeting of the Board of Directors,
                without notice other than by announcement at the meeting.

        (b)     Majority Vote. At each meeting of the Board of Directors at
                which a quorum is present all questions and business shall be
                determined by a vote of a majority of the Directors present,
                unless a different vote be required by law, the Certificate of
                Incorporation or these Bylaws.

Section 22. Action without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and such writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

Section 23. Fees and Compensation. Directors shall be entitled to such
compensation for their services as may be approved by the Board of Directors,
including, if so approved by resolution of the Board of Directors, a fixed sum
and expenses of attendance, if any, for attendance at each regular or special
meeting of the Board of Directors or any meeting of a committee of directors.
Nothing herein contained shall be construed to preclude any Director from
serving the Corporation in any other capacity as an officer, agent, employee, or
otherwise and receiving compensation therefor.

Section 24. Committees.

        (a)     Executive Committee. The Board of Directors may by resolution
                passed by a majority of the whole Board of Directors, appoint an
                Executive Committee to consist of one (1) or more members of the
                Board of Directors. The Executive Committee, to the extent
                permitted by law and specifically granted by the Board of
                Directors, shall have and may exercise when the Board of
                Directors is not in session all powers of the Board of Directors
                in the management of the business and affairs of the
                Corporation, including, without limitation, the power and
                authority to declare a dividend or to authorize the issuance of
                stock, except such committee shall not have the power or
                authority to amend the Certificate of Incorporation, to adopt an
                agreement of merger or consolidation, to recommend to the
                stockholders the sale, lease or exchange of all or substantially
                all of the Corporation's property and assets, to recommend to
                the stockholders of the Corporation a dissolution of the
                Corporation or a revocation of a dissolution or to amend these
                Bylaws.

        (b)     Other Committees. The Board of Directors may, by resolution
                passed by a majority of the whole Board of Directors, from time
                to time appoint such other committees as may be permitted by
                law. Such other committees appointed by the Board of Directors
                shall consist of one (1) or more members of the Board of
                Directors, and shall have such powers and perform such duties as
                may be prescribed by the resolution or resolutions creating such
                committees, but in no event shall such committee have the powers
                denied to the Executive Committee in these Bylaws.

        (c)     Term. The members of all committees of the Board of Directors
                shall serve a term coexistent with that of the Board of
                Directors which shall have appointed such committee. The Board
                of Directors, subject to the provisions of subsections (a) or
                (b) of this Section 24, may at any time increase or decrease the
                number of members of a committee or terminate the existence of a
                committee. The membership of a committee member shall terminate
                on the date of his death or voluntary resignation. The Board of
                Directors may at any time for any reason remove any individual
                committee member and the Board of Directors may fill any
                committee vacancy created by death, resignation, removal or
                increase in the number of members of the committee. The Board of
                Directors may designate one or more Directors as alternate
                members of any committee, who may replace any absent or
                disqualified member at any meeting of the committee, and, in
                addition, in the absence or disqualification of any member of a
                committee, the member or members thereof present

<PAGE>   7




                at any meeting and not disqualified from voting, whether or not
                he or they constitute a quorum, may unanimously appoint another
                member of the Board of Directors to act at the meeting in the
                place of any such absent or disqualified member.

        (d)     Meetings. Unless the Board of Directors shall otherwise provide,
                regular meetings of the Executive Committee or any other
                committee appointed pursuant to this Section 24 shall be held at
                such times and places as are determined by the Board of
                Directors, or by any such committee, and when notice thereof has
                been given to each member of such committee, no further notice
                of such regular meetings need be given thereafter. Special
                meetings of any such committee may be held at the principal
                office of the Corporation required to be maintained pursuant to
                Section 2 hereof, or at any place which has been designated from
                time to time by resolution of such committee or by written
                consent of all members thereof, and may be called by any
                Director who is a member of such committee, upon written notice
                to the members of such committee of the time and place of such
                special meeting given in the manner provided for the giving of
                written notice to members of the Board of Directors of the time
                and place of special meetings of the Board of Directors. Notice
                of any special meeting of any committee may be waived in writing
                at any time before or after the meeting and will be waived by
                any Director by attendance thereat, except when the Director
                attends such special meeting for the express purpose of
                objecting, at the beginning of the meeting, to the transaction
                of any business because the meeting is not lawfully called or
                convened. A majority of the authorized number of members of any
                such committee shall constitute a quorum for the transaction of
                business, and the act of a majority of those present at any
                meeting at which a quorum is present shall be the act of such
                committee.

Section 25. Organization. At every meeting of the Directors, the Chairman of the
Board of Directors, or, if a Chairman has not been appointed or is absent, the
President, or if the President is absent, the most senior Vice President, or, in
the absence of any such officer, a chairman of the meeting chosen by a majority
of the Directors present, shall preside over the meeting. The Secretary, or in
his absence, an Assistant Secretary directed to do so by the President, shall
act as secretary of the meeting.



ARTICLE V

OFFICERS

Section 26. Officers Designated. The officers of the Corporation shall be the
Chairman of the Board of Directors, the President, one or more Vice Presidents,
the Secretary and the Chief Financial Officer, all of whom shall be elected at
the annual meeting of the Board of Directors. The order of the seniority of the
Vice Presidents shall be in the order of their nomination, unless otherwise
determined by the Board of Directors. The Board of Directors may also appoint
such other officers and agents with such powers and duties as it shall deem
necessary. The Board of Directors may assign such additional titles to one or
more of the officers as it shall deem appropriate. Any one person may hold any
number of offices of the Corporation at any one time unless specifically
prohibited therefrom by law. The salaries and other compensation of the officers
of the Corporation shall be fixed by or in the manner designated by the Board of
Directors.

Section 27. Tenure and Duties of Officers.

        (a)     General. All officers shall hold office at the pleasure of the
                Board of Directors and until their successors shall have been
                duly elected and qualified, unless sooner removed. If the office
                of any officer becomes vacant for any reason, the vacancy may be
                filled by the Board of Directors.

        (b)     Duties of Chairman of the Board of Directors. The Chairman of
                the Board of Directors, when present, shall preside at all
                meetings of the stockholders and the Board of Directors. The
                Chairman of the Board of Directors shall perform the duties
                commonly incident to his office and shall also perform such
                other duties and have such other powers as the Board of
                Directors shall designate from time to time.



<PAGE>   8




        (c)     Duties of President. The President shall preside at all meetings
                of the stockholders and at all meetings of the Board of
                Directors, unless the Chairman of the Board of Directors has
                been appointed and is present. The President shall, subject to
                the control of the Board of Directors and unless otherwise
                determined by the Board of Directors, serve as the Chief
                Executive Officer of the Corporation and shall have general
                supervision, direction and control of the business and officers
                of the Corporation. The President shall perform other duties
                commonly incident to his office and shall also perform such
                other duties and have such other powers as the Board of
                Directors and the Chairman of the Board, if one has been
                appointed, shall designate from time to time.

        (d)     Duties of Vice Presidents. The Vice Presidents, in the order of
                their seniority, may assume and perform the duties of the
                President in the absence or disability of the President or
                whenever the office of President is vacant. The Vice Presidents
                shall perform other duties commonly incident to their office and
                shall also perform such other duties and have such other powers
                as the Board of Directors or the President shall designate from
                time to time.

        (e)     Duties of Secretary. The Secretary shall attend all meetings of
                the stockholders and of the Board of Directors, and shall record
                all acts and proceedings thereof in the minute book of the
                Corporation. The Secretary shall give notice in conformity with
                these Bylaws of all meetings of the stockholders, and of all
                meetings of the Board of Directors and any committee thereof
                requiring notice. The Secretary shall perform all other duties
                given him in these Bylaws and other duties commonly incident to
                his office and shall also perform such other duties and have
                such other powers as the Board of Directors shall designate from
                time to time. The President may direct any Assistant Secretary
                to assume and perform the duties of the Secretary in the absence
                or disability of the Secretary, and each Assistant Secretary
                shall perform other duties commonly incident to his office and
                shall also perform such other duties and have such other powers
                as the Board of Directors or the President shall designate from
                time to time.

        (f)     Duties of Chief Financial Officer. The Chief Financial Officer
                shall keep or cause to be kept the books of account of the
                Corporation in a thorough and proper manner, and shall render
                statements of the financial affairs of the Corporation in such
                form and as often as required by the Board of Directors or the
                President. The Chief Financial Officer, subject to the order of
                the Board of Directors, shall have the custody of all funds and
                securities of the Corporation. The Chief Financial Officer shall
                perform other duties commonly incident to his office and shall
                also perform such other duties and have such other powers as the
                Board of Directors or the President shall designate from time to
                time. The President may direct any Assistant Chief Financial
                Officer to assume and perform the duties of the Chief Financial
                Officer in the absence or disability of the Chief Financial
                Officer, and each Assistant Chief Financial Officer shall
                perform other duties commonly incident to his office and shall
                also perform such other duties and have such other powers as the
                Board of Directors or the President shall designate from time to
                time.

Section 28. Resignations. Any officer may resign at any time by giving written
notice to the Board of Directors or to the President or to the Secretary. Any
such resignation shall be effective when received by the person or persons to
whom such notice is given, unless a later time is specified therein, in which
event the resignation shall become effective at such later time. Unless
otherwise specified in such notice, the acceptance of any such resignation shall
not be necessary to make it effective.

Section 29. Removal. Any officer may be removed from office at any time, either
with or without cause, by the vote or written consent of a majority of the
Directors in office at the time, or by any committee or superior officers upon
whom such power of removal may have been conferred by the Board of Directors.


<PAGE>   9

ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE
CORPORATION

Section 30. Execution of Corporate Instruments. The Board of Directors may, in
its discretion, determine the method and designate the signatory officer or
officers, or other person or persons, to execute on behalf of the Corporation
any corporate instrument or document, or to sign on behalf of the Corporation
the corporate name without limitation, or to enter into contracts on behalf of
the Corporation, except where otherwise provided by law or these Bylaws, and
such execution or signature shall be binding upon the Corporation.

Unless otherwise specifically determined by the Board of Directors or otherwise
required by law, promissory notes, deeds of trust, mortgages and other evidences
of indebtedness of the Corporation, and other corporate instruments or documents
requiring the corporate seal, and certificates of shares of stock owned by the
Corporation, shall be executed, signed or endorsed by the Chairman of the Board
of Directors, the President or any Vice President, and by the Secretary or
Treasurer or any Assistant Secretary or Assistant Treasurer. All other
instruments and documents requiring the corporate signature, but not requiring
the corporate seal, may be executed as aforesaid or in such other manner as may
be directed by the Board of Directors.

All checks and drafts drawn on banks or other depositaries on funds to the
credit of the Corporation or in special accounts of the Corporation shall be
signed by such person or persons as the Board of Directors shall authorize so to
do.

Section 31. Voting of Securities Owned by the Corporation. All stock and other
securities of other Corporations owned or held by the Corporation for itself, or
for other parties in any capacity, shall be voted, and all proxies with respect
thereto shall be executed, by the person authorized so to do by resolution of
the Board of Directors, or, in the absence of such authorization, by the
Chairman of the Board of Directors, the President, or any Vice President.



ARTICLE VII

SHARES OF STOCK

Section 32. Form and Execution of Certificates. Certificates for the shares of
stock of the Corporation shall be in such form as is consistent with the
Certificate of Incorporation and applicable law. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by or in the name of
the Corporation by the Chairman of the Board of Directors, or the President or
any Vice President and by the Treasurer or Assistant Treasurer or the Secretary
or Assistant Secretary, certifying the number of shares owned by him in the
Corporation. Where such certificate is countersigned by a transfer agent other
than the Corporation or its employee, or by a registrar other than the
Corporation or its employee, any other signature on the certificate may be a
facsimile. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue. Each certificate shall state
upon the face or back thereof, in full or in summary, all of the designations,
preferences, limitations, restrictions on transfer and relative rights of the
shares authorized to be issued.

Section 33. Lost Certificates. A new certificate or certificates shall be issued
in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen, or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen, or destroyed. The Corporation may require, as a condition
precedent to the issuance of a new certificate or certificates, the owner of
such lost, stolen, or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require or to
give the Corporation a surety bond in such

<PAGE>   10

form and amount as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen, or destroyed.

Section 34. Transfers. Transfers of record of shares of stock of the Corporation
shall be made only upon its books by the holders thereof, in person or by
attorney duly authorized, and upon the surrender of a properly endorsed
certificate or certificates for a like number of shares.

Section 35. Fixing Record Dates.

        (a)     In order that the Corporation may determine the stockholders
                entitled to notice of or to vote at any meeting of stockholders
                or any adjournment thereof, the Board of Directors may fix, in
                advance, a record date, which record date shall not precede the
                date upon which the resolution fixing the record date is adopted
                by the Board of Directors, and which record date shall not be
                more than sixty (60) nor less than ten (10) days before the date
                of such meeting. If no record date is fixed by the Board of
                Directors, the record date for determining stockholders entitled
                to notice of or to vote at a meeting of stockholders shall be at
                the close of business on the day next preceding the day on which
                notice is given, or if notice is waived, at the close of
                business on the day next preceding the day on which the meeting
                is held. A determination of stockholders of record entitled to
                notice of or to vote at a meeting of stockholders shall apply to
                any adjournment of the meeting; provided, however, that the
                Board of Directors may fix a new record date for the adjourned
                meeting.

        (b)     In order that the Corporation may determine the stockholders
                entitled to consent to corporate action in writing without a
                meeting, the Board of Directors may fix, in advance, a record
                date, which record date shall not precede the date upon which
                the resolution fixing the record date is adopted by the Board of
                Directors, and which date shall not be more than ten (10) days
                after the date upon which the resolution fixing the record date
                is adopted by the Board of Directors. If no record date has been
                fixed by the Board of Directors, the record date for determining
                stockholders entitled to consent to corporate action in writing
                without a meeting, when no prior action by the Board of
                Directors is required by law, shall be the first date on which a
                signed written consent setting forth the action taken or
                proposed to be taken is delivered to the Corporation by delivery
                to its registered office in the State of Delaware, its principal
                place of business or an officer or agent of the Corporation
                having custody of the book in which proceedings of meetings of
                stockholders are recorded. Delivery made to a Corporation's
                registered office shall be by hand or by certified or registered
                mail, return receipt requested. If no record date has been fixed
                by the Board of Directors and prior action by the Board of
                Directors is required by law, the record date for determining
                stockholders entitled to consent to corporate action in writing
                without a meeting shall be at the close of business on the day
                on which the Board of Directors adopts the resolution taking
                such prior action.

        (c)     In order that the Corporation may determine the stockholders
                entitled to receive payment of any dividend or other
                distribution or allotment of any rights or the stockholders
                entitled to exercise any rights in respect of any change,
                conversion or exchange of stock, or for the purpose of any other
                lawful action, the Board of Directors may fix, in advance, a
                record date, which record date shall not precede the date upon
                which the resolution fixing the record date is adopted, and
                which record date shall be not more than sixty (60) days prior
                to such action. If no record date is fixed, the record date for
                determining stockholders for any such purpose shall be at the
                close of business on the day on which the Board of Directors
                adopts the resolution relating thereto.

Section 36. Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of Delaware.

<PAGE>   11

ARTICLE VIII

OTHER SECURITIES OF THE CORPORATION

Section 37. Execution of Other Securities. All bonds, debentures and other
corporate securities of the Corporation, other than stock certificates, may be
signed by the Chairman of the Board of Directors, the President or any Vice
President, or such other person as may be authorized by the Board of Directors,
and the corporate seal impressed thereon or a facsimile of such seal imprinted
thereon and attested by the signature of the Secretary or an Assistant
Secretary, or the Treasurer or an Assistant Treasurer; provided, however, that
where any such bond, debenture or other corporate security shall be
authenticated by the manual signature of a trustee under an indenture pursuant
to which such bond, debenture or other corporate security shall be issued, the
signatures of the persons signing and attesting the corporate seal on such bond,
debenture or other corporate security may be the imprinted facsimile of the
signatures of such persons. Interest coupons appertaining to any such bond,
debenture or other corporate security, authenticated by a trustee as aforesaid,
shall be signed by the Treasurer or an Assistant Treasurer of the Corporation or
such other person as may be authorized by the Board of Directors, or bear
imprinted thereon the facsimile signature of such person. In case any officer
who shall have signed or attested any bond, debenture or other corporate
security, or whose facsimile signature shall appear thereon or on any such
interest coupon, shall have ceased to be such officer before the bond, debenture
or other corporate security so signed or attested shall have been delivered,
such bond, debenture or other corporate security nevertheless may be adopted by
the Corporation and issued and delivered as though the person who signed the
same or whose facsimile signature shall have been used thereon had not ceased to
be such officer of the Corporation.


ARTICLE IX

DIVIDENDS

Section 38. Declaration of Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors pursuant to law at any regular or
special meeting. Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the Certificate of Incorporation.

Section 39. Dividend Reserve. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the Board of Directors shall think conducive to the
interests of the Corporation, and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created.



ARTICLE X

FISCAL YEAR

Section 40. Fiscal Year. Unless otherwise fixed by resolution of the Board of
Directors, the fiscal year of the Corporation shall end on the last day of June.



ARTICLE XI

INDEMNIFICATION

Section 41. Indemnification of Officers, Directors, Employees and Other Agents.



<PAGE>   12

       (a)    Directors. The Corporation shall indemnify its directors to the
              fullest extent permitted by the Delaware General Corporation Law.

       (b)    Officers, Employees and Other Agents. The Corporation shall have
              power to indemnify its officers, employees and other agents as set
              forth in the Delaware General Corporation Law.

       (c)    Good Faith.


       (1)    For purposes of any determination under this Bylaw, a Director, or
              any member of a committee designated by the Board of Directors,
              shall be deemed to have acted in good faith and in a manner he
              reasonably believed to be in or not opposed to the best interests
              of the Corporation, and, with respect to any criminal action or
              proceeding, to have had no reasonable cause to believe that his
              conduct was unlawful, if he relied in good faith upon the records
              of the Corporation and upon such information, opinions, reports or
              statements presented to the Corporation by any of the
              Corporation's officers or employees, or committees of the Board of
              Directors, or by any other person as to matters the Director
              reasonably believes are within such other person's professional or
              expert competence and who has been selected with reasonable care
              by or on behalf of the Corporation.

       (2)    The termination of any proceeding by judgment, order, settlement,
              conviction or upon a plea of nolo contendere or its equivalent
              shall not, of itself, create a presumption that the person did not
              act in good faith and in a manner which he reasonably believed to
              be in or not opposed to the best interests of the Corporation,
              and, with respect to any criminal proceeding, that he had
              reasonable cause to believe that his conduct was unlawful.

       (3)    The provisions of this paragraph (C) shall not be deemed to be
              exclusive or to limit in any way the circumstances in which a
              person may be deemed to have met the applicable standard of
              conduct set forth by the Delaware General Corporation Law.

              (d)    Expenses. The Corporation shall advance, prior to the final
                     disposition of any proceeding, promptly following request
                     therefor, all expenses incurred by any Director in
                     connection with such proceeding upon receipt of an
                     undertaking by or on behalf of such person to repay said
                     amounts if it should be determined ultimately that such
                     person is not entitled to be indemnified under this Bylaw
                     or otherwise.

              (e)    Enforcement. Without the necessity of entering into an
                     express contract, all rights to indemnification and
                     advances under this Bylaw shall be deemed to be contractual
                     rights and be effective to the same extent and as if
                     provided for in a contract between the Corporation and the
                     Director who serves in such capacity at any time while this
                     Bylaw and other relevant provisions of the Delaware General
                     Corporation Law and other applicable law, if any, are in
                     effect. Any right to indemnification or advances granted by
                     this Bylaw to a Director shall be enforceable by or on
                     behalf of the person holding such right in any court of
                     competent jurisdiction if (i) the claim for indemnification
                     or advances is denied, in whole or in part, or (ii) no
                     disposition of such claim is made within ninety (90) days
                     of request therefor. The claimant in such enforcement
                     action, if successful in whole or in part, shall be
                     entitled to be paid also the expense of prosecuting his
                     claim. The Corporation shall be entitled to raise by
                     pleading as an affirmative defense to any such action
                     (other than an action brought to enforce a claim for
                     expenses incurred in connection with any proceeding in
                     advance of its final disposition when the required
                     undertaking has been tendered to the Corporation) that the
                     claimant has not met the standards of conduct which make it
                     permissible under the Delaware General Corporation Law for
                     the Corporation to indemnify the claimant for the amount
                     claimed. Neither the failure of the Corporation (including
                     its Board of Directors, independent legal counsel or its
                     stockholders) to have made a determination prior to the
                     commencement of such action that indemnification of the
                     claimant is proper in the circumstances because he has met
                     the applicable standard of conduct set forth in the
                     Delaware General Corporation Law, nor an actual
                     determination by the Corporation (including its Board of
                     Directors, independent legal counsel or its stockholders)
                     that the claimant has not met such applicable standard of
                     conduct, shall be a defense to the action or create a
                     presumption that claimant has not met the applicable
                     standard of conduct.


<PAGE>   13

              (f)    Non-Exclusivity of Rights. The rights conferred on any
                     person by this Bylaw shall not be exclusive of any other
                     right which such person may have or hereafter acquire under
                     any statute, provision of the Certificate of Incorporation,
                     Bylaws, agreement, vote of stockholders or disinterested
                     directors or otherwise, both as to action in his official
                     capacity and as to action in another capacity while holding
                     office. The Corporation is specifically authorized to enter
                     into individual contracts with any or all of its directors,
                     officers, employees or agents respecting indemnification
                     and advances, to the fullest extent permitted by the
                     Delaware General Corporation Law.

              (g)    Survival of Rights. The rights conferred on any person by
                     this Bylaw shall continue as to a person who has ceased to
                     be a Director, officer, employee or other agent and shall
                     inure to the benefit of the heirs, executors and
                     administrators of such a person.

              (h)    Insurance. To the fullest extent permitted by the Delaware
                     General Corporation Law, the Corporation, upon approval by
                     the Board of Directors, may purchase insurance on behalf of
                     any person required or permitted to be indemnified pursuant
                     to this Bylaw.

              (i)    Amendments. Any repeal or modification of this Bylaw shall
                     only be prospective and shall not affect the rights under
                     this Bylaw in effect at the time of the alleged occurrence
                     of any action or omission to act that is the cause of any
                     proceeding against any agent of the Corporation.

              (j)    Savings Clause. If this Bylaw or any portion hereof shall
                     be invalidated on any ground by any court of competent
                     jurisdiction, then the Corporation shall nevertheless
                     indemnify each director to the full extent permitted by any
                     applicable portion of this Bylaw that shall not have been
                     invalidated, or by any other applicable law.

              (k)    Certain Definitions. For the purposes of this Bylaw, the
                     following definitions shall apply:

              (1) The term "proceeding" shall be broadly construed and shall
              include, without limitation, the investigation, preparation,
              prosecution, defense, settlement and appeal of any threatened,
              pending or completed action, suit or proceeding, whether civil,
              criminal, administrative or investigative.

              (2) The term "expenses" shall be broadly construed and shall
              include, without limitation, court costs, attorneys' fees, witness
              fees, fines, amounts paid in settlement or judgment and any other
              costs and expenses of any nature or kind incurred in connection
              with any proceeding.

              (3) The term the "Corporation" shall include, in addition to the
              resulting corporation, any constituent Corporation (including any
              constituent of a constituent) absorbed in a consolidation or
              merger which, if its separate existence had continued, would have
              had power and authority to indemnify its directors, officers, and
              employees or agents, so that any person who is or was a director,
              officer, employee or agent of such constituent corporation, or is
              or was serving at the request of such constituent corporation as a
              director, officer, employee or agent of another corporation,
              partnership, joint venture, trust or other enterprise, shall stand
              in the same position under the provisions of this Bylaw with
              respect to the resulting or surviving corporation as he would have
              with respect to such constituent corporation if its separate
              existence had continued.

              (4) References to a "director," "officer," "employee," or "agent"
              of the Corporation shall include, without limitation, situations
              where such person is serving at the request of the Corporation as
              a Director, officer, employee, trustee or agent of another
              corporation, partnership, joint venture, trust or other
              enterprise.

              (5) References to "other enterprises" shall include employee
              benefit plans; references to "fines" shall include any excise
              taxes assessed on a person with respect to an employee benefit
              plan; and references to "serving at the request of the
              Corporation" shall include any service as a Director, officer,
              employee or agent of the Corporation which imposes duties on, or
              involves services by, such Director, officer, employee, or agent
              with respect to an employee benefit plan, its participants, or
              beneficiaries; and a person who acted in good faith and in a
              manner he reasonably believed to be in the interest of the
              participants and beneficiaries of an employee benefit plan shall
              be deemed to have acted in a manner "not opposed to the best
              interests of the Corporation" as referred to in this Bylaw.

<PAGE>   14
ARTICLE XII

NOTICES

Section 42. Notices.

       (a)    Notice to Stockholders. Whenever, under any provisions of these
              Bylaws, notice is required to be given to any stockholder, it
              shall be given in writing, personally or timely and duly deposited
              in the United States mail, postage prepaid, and addressed to his
              last known post office address as shown by the stock record of the
              Corporation or its transfer agent.

       (b)    Notice to Directors. Any notice required to be given to any
              Director may be given by the method stated in subsection (e) of
              Section 20 of these Bylaws except that such notice other than one
              which is delivered personally shall be sent to such address as
              such Director shall have filed in writing with the Secretary, or,
              in the absence of such filing, to the last known post office
              address of such Director.

       (c)    Address Unknown. If no address of a stockholder or Director be
              known, notice may be sent to the office of the Corporation
              required to be maintained pursuant to Section 2 hereof.

       (d)    Affidavit of Mailing. An affidavit of mailing, executed by a duly
              authorized and competent employee of the Corporation or its
              transfer agent appointed with respect to the class of stock
              affected, specifying the name and address or the names and
              addresses of the stockholder or stockholders, or Director or
              Directors, to whom any such notice or notices was or were given,
              and the time and method of giving the same, shall be conclusive
              evidence of the statements therein contained.

       (e)    Time Notices Deemed Given. All notices given by mail, as above
              provided, shall be deemed to have been given as at the time of
              mailing and all notices given by telegram shall be deemed to have
              been given as at the sending time recorded by the telegraph
              company transmitting the notices.

       (f)    Methods of Notice. It shall not be necessary that the same method
              of giving notice be employed in respect of all directors, but one
              permissible method may be employed in respect of any one or more,
              and any other permissible method or methods may be employed in
              respect of any other or others.

       (g)    Failure to Receive Notice. The period or limitation of time within
              which any stockholder may exercise any option or right, or enjoy
              any privilege or benefit, or be required to act, or within which
              any Director may exercise any power or right, or enjoy any
              privilege, pursuant to any notice sent him in the manner above
              provided, shall not be affected or extended in any manner by the
              failure of such stockholder or such Director to receive such
              notice.

       (h)    Notice to Person with Whom Communication Is Unlawful. Whenever
              notice is required to be given, under any provision of law or of
              the Certificate of Incorporation or Bylaws of the Corporation, to
              any person with whom communication is unlawful, the giving of such
              notice to such person shall not be required and there shall be no
              duty to apply to any governmental authority or agency for a
              license or permit to give such notice to such person. Any action
              or meeting which shall be taken or held without notice to any such
              person with whom communication is unlawful shall have the same
              force and effect as if such notice had been duly given. In the
              event that the action taken by the Corporation is such as to
              require the filing of a certificate under any provision of the
              Delaware General Corporation Law, the certificate shall state, if
              such is the fact and if notice is required, that notice was given
              to all persons entitled to receive notice except such persons with
              whom communication is unlawful.

<PAGE>   15

ARTICLE XIII

AMENDMENTS

Section 43. Amendments. Except as otherwise set forth in paragraph 41(i) hereof,
these Bylaws may be repealed, altered or amended or new Bylaws adopted by the
stockholders. In addition to any vote of the holders of any class or series of
stock of this Corporation required by law or by these Bylaws, the affirmative
vote of a majority of the voting power of all of the then-outstanding shares of
the capital stock of the Corporation entitled to vote generally in the election
of Directors, voting together as a single class, shall be required to adopt,
amend or repeal any provisions of the Bylaws of the Corporation. Except as
otherwise set forth in paragraph 41(i) hereof, the Board of Directors shall also
have the authority, if such authority is conferred upon the Board of Directors
by the Certificate of Incorporation, to repeal, alter or amend these Bylaws or
adopt new Bylaws (including, without limitation, the amendment of any Bylaw
setting forth the number of Directors who shall constitute the whole Board of
Directors) subject to the power of the stockholders to change or repeal such
Bylaws and provided that the Board of Directors shall not make or alter any
Bylaws fixing the qualifications, classifications, term of office or
compensation of Directors.


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