SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO FORM 10K
(MARK ONE)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED) FOR THE FISCAL YEAR ENDED
JUNE 30, 1994
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM ____ TO _____
COMMISSION FILE NUMBER 0-15012
CHIPS AND TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0047943
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2950 ZANKER ROAD, SAN JOSE CALIFORNIA 95134
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 434-0600
Securities registered pursuant to Section 12(B) of the Act: NONE
Securities registered pursuant to Section 12(G) of the Act:
COMMON STOCK, $.01 PAR VALUE
COMMON STOCK PURCHASE RIGHTS
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(D) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
--- ---
Indicate by check mark if disclosure of delinquent Filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (X)
The aggregate market value of the voting stock held by nonaffiliates of the
registrant was approximately $67,550,240 as of August 15, 1994.
On August 15, 1994 there were 16,887,560 shares of Common Stock of the Company
outstanding.
The Index to Exhibits is listed on pages 33 and 34 of this Annual Report on Form
10-K.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Proxy Statement for Registrant's Annual Meeting of Stockholders to be
held on November 10, 1994, (the "Proxy Statement")
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CHIPS AND TECHNOLOGIES, INC.
By /s/ JAMES F. STAFFORD
------------------------------------------
James F. Stafford
President and Chief Executive Officer
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- - ----------------------------------------------------------------------------
3.1 (2) Amended Certificate of Incorporation of Chips and
Technologies, Inc., a Delaware corporation.
3.2 (7) Restated By-laws of Chips and Technologies, Inc., a Delaware
corporation.
3.3 (4) Certificate of Designation, Preferences and Rights of the
Terms of the Series A Preferred Stock filed with the State
of Delaware on May 20, 1993.
4.1 (1) Stockholders' Rights Agreement dated August 23, 1989.
4.2 (7) Registration Rights Agreement dated October 10, 1985 and
amendment thereto dated January 24, 1986.
10.1 (3) *Amended and Restated 1985 Stock Option Plan, as amended
November 5, 1991.
10.2 (4) *Amended and Restated Employee Stock Purchase Plan,
as amended July 27, 1992.
10.3 (4) Lease Termination Agreement and related exhibit between the
Company and The Equitable Life Assurance Society dated
September 10, 1993.
10.4 (2) *Amended and Restated Qualified Investment Plan dated
January 1, 1989.
10.5 (6) *First Amended 1988 Nonqualified Stock Option Plan for
Outside Directors dated October 1, 1993.
10.6 (4) *Promissory Note to the Company from Marc E. Jones dated
February 3, 1993.
10.7 (2) Form of Indemnity Agreement between the Company and each of
its directors and executive officers.
10.8 (4) *Confidential Termination Agreement and General Release of
Claims between the Company and Ravi Bhatnagar dated December
18, 1992.
10.9 (4) *Confidential Termination Agreement and General Release of
Claims between the Company and Nancy S. Dusseau, dated
September 1, 1993.
10.10 (4) *Confidential Termination Agreement and General Release of
Claims between the Company and Jeffrey H. Grammer,
dated September 2, 1993.
10.11 (4) *Confidential Termination Agreement and General Release of
Claims between the Company and Gary P. Martin, dated April
19, 1993.
10.12 (5) *Confidential Resignation and Consulting Agreement and
General Release of Claims between the Company and
Gordon A. Campbell dated September 30, 1993.
10.13 (4) Convertible Promissory Notes and Preferred Stock Purchase
Agreement dated as of July 16, 1992.
10.14 (4) Amendment to Convertible Promissory Notes and Preferred
Stock Purchase Agreement.
<PAGE>
INDEX TO EXHIBITS ( CONTINUED )
Exhibit
Number Description
- - -------------------------------------------------------------------------------
10.15 (4) Form of Convertible Subordinated Debentures Due June 30, 2002.
10.16 (4) Amendment to 8 1/2% Convertible Subordinated Debentures Due,
June 30, 2002
10.17 (5) Agreement for Sale and Purchase of Assets between Techfarm,
Inc. and Chips and Technologies, Inc., dated
September 24, 1993.
10.18 Restated Secured Promissory Note, Secured Continuing Guarantee,
and Restated Loan and Security Agreement between Techfarm, Inc.
and Chips and Technologies, Inc. dated March 31, 1994.
10.19 * Promissory note to the Company from Keith Angelo dated
August 1, 1994.
10.20 * Independent Contractor Services Agreement between the Company
and Henri Jarrat dated August 11, 1994.
11.1 Statement re: Calculation of Earnings (Loss) Per Share.
22.1 Proxy Statement for the Registrant's Annual Meeting of
Stockholders to be held on November 10, 1994.
23.1 Consent of Independent Accountants
27.0 Financial Data Schedule for the year ended June 30, 1994.
(1) Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended June 30, 1989.
(2) Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended June 30, 1990.
(3) Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended June 30, 1992.
(4) Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended June 30, 1993.
(5) Incorporated by reference to the Company's Quarterly Report on Form
10-Q for the period ended September 30, 1993.
(6) Incorporated by reference to the Company's Quarterly Report on Form
10-Q for the period ended March 31, 1994.
(7) Incorporated by reference to Registration Statement No. 33-8005
effective October 8, 1986.
<PAGE>
* Denotes management contracts or compensatory plans or arrangements
covering executive officers or directors of Chips and Technologies,
Inc.
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (No. 33-19715, 33-25064, 33-25856, 33-33960, 33-38750,
33-38751, 33-45009, 33-60584, 33-60586, 33-72652) of Chips and Technologies,
Inc. of our report dated July 21, 1994 appearing on page 17 of this Form 10-K.
We also consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page 29 of the Annual Report on Form 10-K
for the year ended June 30, 1994.
/s/ Price Waterhouse LLP
- - --------------------------
Price Waterhouse LLP
San Jose, California
September 21, 1994
