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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 16, 1999
XILINX, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-18548 77-0188631
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
2100 Logic Drive, San Jose, California 95124
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 559-7778
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Item 5. OTHER EVENTS.
On December 16, 1999, at a special meeting of the stockholders of Xilinx, Inc.
(the "Company"), the stockholders of the Company approved an amendment of the
Company's certificate of incorporation to increase the number of authorized
shares of the Company's common stock, $0.01 par value per share, from
300,000,000 to 500,000,000. This amendment was necessary in order to
accommodate a two-for-one split of the Company's common stock. The board of
directors of the Company previously had approved the stock split, subject to
stockholder approval of the amendment to the certificate of incorporation. In
connection with the stock split, stockholders of record as of December 17, 1999
will receive one additional common share for every share held, to be distributed
on December 27, 1999. In addition, the number of shares of common stock
reserved for issuance or subject to outstanding options granted under the
Company's 1997 Stock Plan, 1990 Employee Qualified Stock Purchase Plan and 1988
Stock Option Plan will increase by 100%. The following registration statements
will cover the increase in the number of shares as a result of the stock split:
333-62897; 333-44233; and 333-12339. The Company hereby incorporates by
reference the contents of the news release announcing the stock split filed as
Exhibit 99.1 to this report.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 News Release dated October 19, 1999.
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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 hereunto duly authorized.
XILINX, INC.,
a Delaware corporation
By: /s/ Thomas R. Lavelle
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Name: Thomas R. Lavelle
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Title: Vice President and General Counsel
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December 22, 1999
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EXHIBIT 99.1
Lori Owen
(408) 879-6911
XILINX REVENUES UP 13% SEQUENTIALLY; EPS $0.35 EXCLUDING
ONE-TIME CHARGE; COMMON SHARES TO SPLIT 2-FOR-1
SAN JOSE, CA., OCTOBER 19, 1999 -- Xilinx, Inc. (NASDAQ:XLNX) today
announced results for the second quarter of fiscal 2000 ending October 2, 1999.
Second quarter revenue was $238.8 million, an increase of 13% from the previous
quarter, and an increase of 53% from the second quarter of last year. Operating
income increased 14% sequentially, excluding a one-time charge of $4.6 million
associated with the acquisition of Philip's CPLD business, as Xilinx continued
to reduce operating expenses as a percentage of total revenues. Net income for
the second quarter was $56.0 million, or $0.33 per share. Excluding the one-time
charge, net income was $59.2 million, or $0.35 per share, an increase of 15%
from the prior quarter, which is more than double the net income reported in the
second fiscal quarter of last year. Xilinx's profit margin, excluding the one-
time charge, was nearly 25%, setting a corporate record for the second quarter
in a row.
"The September quarter exceeded our expectations," commented Wim
Roelandts, Xilinx's chief executive officer. "Revenues from all geographies were
up sequentially during the quarter. Most surprisingly, European revenues--which
tend to be seasonally weak during the September quarter--were up nearly 22%
sequentially as several customer programs commenced production." Roelandts
continued, "While we experienced broad-based product demand during the quarter,
I am particularly pleased with the growth of our new products. Since its
introduction four quarters ago, cumulative revenues from the Virtex family have
totaled approximately $50 million. Additionally, CPLD revenues now represent
nearly 10% of total Xilinx revenues, up from 6% in the same quarter a year ago."
Xilinx also announced that its Board of Directors approved a 2-for-1
split of its common shares. The stock split is subject to the approval of Xilinx
shareholders, who must
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XILINX REVENUES UP 13% SEQUENTIALLY; EPS $0.35 EXCLUDING
ONE-TIME CHARGE; COMMON SHARES TO SPLIT 2-FOR-1
approve an amendment to the Company's articles of incorporation to increase the
Company's authorized common stock. Subject to such approval, shareholders of
record as of December 17, 1999 would receive one additional common share for
every share held, to be distributed on December 27, 1999. The numbers reported
for the second quarter do not reflect the split.
Business Review - Second Quarter FY'00:
. Turns bookings averaged approximately 51% for the quarter.
. Inventory days at Xilinx and at distribution were 83 days and 69 days,
respectively.
. Capital expenditures and depreciation were $20.4 million and $8.1 million,
respectively.
. Approximately 4% of Xilinx's work-in-progress inventory was damaged as a
result of the Taiwan earthquake. As a result, the Company expects no material
impact to future financial results.*
Revenue by Geography - Second Quarter FY'00:
- ------------------------------------------------------------------------------
Region Q2 FY'00 Q1 FY'00 Q2 FY'99
- ------------------------------------------------------------------------------
North America 68% 69% 69%
- ------------------------------------------------------------------------------
Europe 20% 19% 21%
- ------------------------------------------------------------------------------
Japan 6% 7% 6%
- ------------------------------------------------------------------------------
ROW 6% 5% 4%
- ------------------------------------------------------------------------------
Revenue by End Market - Second Quarter FY'00:
- ------------------------------------------------------------------------------
End Market Q2 FY'00 Q1 FY'00 Q2 FY'99
- ------------------------------------------------------------------------------
Communications** 70% 65% 57%
- ------------------------------------------------------------------------------
Computing 18% 21% 25%
- ------------------------------------------------------------------------------
Other 12% 14% 18%
- ------------------------------------------------------------------------------
**Includes networking & telecommunications
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XILINX REVENUES UP 13% SEQUENTIALLY; EPS $0.35 EXCLUDING
ONE-TIME CHARGE; COMMON SHARES TO SPLIT 2-FOR-1
Revenue by Product Segment - Second Quarter FY'00:
- -------------------------------------------------------------------------------
Product Family Q2 FY'00 Q1 FY'00 Q4 FY'99 Q3 FY'99 Q2 FY'99
- -------------------------------------------------------------------------------
Base (0.6u or greater) 12% 15% 17% 22% 23%
- -------------------------------------------------------------------------------
Mainstream (0.5u & 0.35u) 54% 58% 64% 65% 63%
- -------------------------------------------------------------------------------
Advanced (0.25u or less) 25% 18% 8% 2% 1%
- -------------------------------------------------------------------------------
Support 9% 9% 11% 11% 13%
- -------------------------------------------------------------------------------
Product Segments have been reclassified as of Q2 FY'00. All prior periods have
been restated to reflect this change. The new product segments are defined as
follows:
Base products (XC2000, XC3000, XC3100 and XC4000)
Mainstream products (XC4000E, XC4000EX, XC4000XL, XC5200, XC9500, XC9500XL,
Spartan and CoolRunner)
Advanced products (XC4000XV, XC4000XLA, SpartanXL, and Virtex)
Support products (Serial PROMs, HardWire and Software)
Copies of financial literature, including this release, are available via fax or
voice recording by dialing Xilinx's shareholder service line at 1-800-836-4002.
Investor information is also available on the Investor Relations Web site at
http://investor.xilinx.com.
Xilinx is the leading innovator of complete programmable logic
solutions, including advanced integrated circuits, software design tools,
predefined system functions delivered as cores, and unparalleled field
engineering support. Founded in 1984 and headquartered in San Jose, Calif.,
Xilinx invented the field programmable gate array (FPGA) and fulfills more than
half of the world demand for these devices today. Xilinx solutions enable
customers to reduce significantly the time required to develop products for the
computer, peripheral, telecommunications, networking, industrial control,
instrumentation, high-reliability/military, and consumer markets. For more
information, visit the Xilinx web site at www.xilinx.com.
--30--
For more information on Xilinx, access our World Wide Web site at
http://www.xilinx.com. Xilinx is a registered trademark of Xilinx, Inc. All XC-
prefix product designations, Virtex, Spartan and CoolRunner are trademarks of
Xilinx, Inc. Other brands or product names are trademarks or registered
trademarks of their respective owners.
*This is a forward looking statement and involves risks and uncertainties,
including dependence on third party wafer suppliers and other risks that are
described in our most recent 10K.
