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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): May 16, 2000
SILICON GRAPHICS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-10441 94-2789662
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation or Organization) Identification No.)
1600 Amphitheatre Pkwy.
Mountain View, CA 94043-1351
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(Address of Principal Executive Offices) (Zip Code)
(650) 960-1980
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. Other Events.
On May 16, 2000, Silicon Graphics Inc. ("SGI") and MIPS Technologies, Inc.
("MIPS") announced a plan to spin off to SGI shareholders SGI's approximately
65% interest in MIPS.
A copy of the press release issued by SGI and MIPS on May 16, 2000 is
attached hereto as Exhibit 99.1.
ITEM 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
(99.1) Press Release, dated May 16, 2000.
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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.
Dated: May 19, 2000
SILICON GRAPHICS, INC.
By: /s/ Ron Curtola, Jr.
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Name: Ron Curtola, Jr.
Title: Vice President &
Corporate Controller
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EXHIBIT INDEX
Exhibit
No. Description
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99.1 Press Release, dated May 17, 2000.
FOR IMMEDIATE RELEASE
Financial Contact: Media Contact:
SGI SGI
Scott Jeffries, Director, Investor Relations PR Hotline
650.933.2620 650.933.7777
MIPS Technologies
Casey Eichler, CFO
650.567.5037
SGI AND MIPS TECHNOLOGIES ANNOUNCE SPIN-OFF OF MIPS SHARES
MOUNTAIN VIEW, Calif. (May 17, 2000)--SGI (NYSE: SGI) and its subsidiary MIPS
Technologies, Inc. (NASDAQ: MIPS) today announced a plan for SGI to spin off to
its shareholders its approximately 65% interest in MIPS Technologies, Inc. The
spinoff will be in the form of a dividend with a record date of June 6, 2000,
with the distribution expected to occur on June 20, 2000. This distribution is
consistent with SGI's intention, which was stated in 1999, to divest all of its
shares of MIPS Technologies, Inc.
Under the spin-off, SGI will distribute to its shareholders as a dividend all
of its 25,069,759 shares of Class B Common Stock of MIPS. Based on SGI's
outstanding shares at March 31, 2000, each share of SGI stock would receive
0.135 of a Class B MIPS share. The actual distribution ratio will be determined
based upon the number of shares outstanding as of the record date for the
dividend. The Class B MIPS shares will be listed on NASDAQ separately from the
Class A MIPS shares that are currently traded on NASDAQ. The Class A and Class
B shares have substantially identical rights except that the Class B shares are
entitled to elect 80% of MIPS Technologies' board of directors.
SGI believes, based on an opinion of counsel, that the distribution should be
tax-free for U.S. federal income tax purposes to SGI and its shareholders.
"We are delighted to deliver value to SGI's shareholders through this action,"
said Robert R. Bishop, chairman and chief executive officer, SGI. "We
established MIPS Technologies as an independent, publicly held entity in 1998
in order to build on its leadership position in the market for embedded
microprocessors and related intellectual property for digital consumer
products. The spin-off will give SGI shareholders the ability to participate
directly in MIPS Technologies' future growth."
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"MIPS Technologies and its shareholders should gain significant benefits from
the completion of the SGI divestiture," said John Bourgoin, chairman and CEO of
MIPS Technologies. "The nearly tripling of shares available for trading should
make it possible for investors seeking larger positions to reach their
objectives without excessive impact on stock prices. MIPS Technologies will
have increased flexibility in its strategic alternatives."
In connection with the spin-off, SGI expects to take a noncash charge in the
quarter ending June 30, 2000 reflecting a substantial portion of the
approximately $485 million in deferred tax assets that the company had recorded
as of March 31, 2000. The charge reflects a reduction in the carrying value of
deferred tax assets, including net operating loss carryforwards, tax credits
and assets related to timing differences. These assets would have been used to
offset tax consequences had the divestiture created a tax liability. SGI has
determined that a writedown is appropriate since the spin-off should be
tax-free. The writedown in carrying value will not, however, affect SGI's
ability to use these assets in the future as it generates taxable income. The
final determination of the writedown will be made after the completion of the
fiscal year on June 30, 2000.
About SGI
SGI provides a broad range of high-performance computing and advanced graphics
solutions that enable customers to understand and conquer their toughest
computing problems. Headquartered in Mountain View, Calif., with offices
worldwide, the company is located on the Web at www.sgi.com.
About MIPS Technologies, Inc.
MIPS Technologies, Inc. is one of the world's primary architects of embedded
32- and 64-bit RISC processors. The company drives the broadest architectural
alliance that is delivering 32- and 64-bit embedded RISC solutions. The company
licenses its intellectual property to semiconductor companies, ASIC developers,
and system OEMs. MIPS Technologies, Inc. and its licensees offer the widest
range of robust, scalable processors in standard, custom, semi-custom and
application-specific products.
Licensees currently include Alchemy Semiconductor, Inc.; ATI Technologies,
Inc.; Broadcom Corporation; Centillium Communications, Inc.; Chartered
Semiconductor Manufacturing; CommQuest (IBM); ESS Technology, Inc.; Excess
Bandwidth; General Instrument Corporation; Integrated Device Technology, Inc.
(IDT); Lara Networks, Inc.; LSI Logic Corporation; Macronix; Metalink Ltd.; NEC
Corporation; NKK Corporation; Philips Semiconductors; Quantum Effect Devices,
Inc. (QED); QuickLogic Corporation, Sandcraft, Inc.; SiByte, Inc.; Sony
Corporation; Synova; Texas Instruments Inc.; Toshiba Corporation; and Taiwan
Semiconductor Manufacturing Company (TSMC). Numerous companies utilize
MIPS(R)
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technology-based intellectual property. MIPS Technologies, Inc. is based
in Mountain View, California, and can be reached at (650)567-5000 or
www.mips.com.
This press release may contain forward-looking statements regarding future
events or the future financial performance of MIPS Technologies, Inc. Actual
events or results may differ materially. Many important factors could cause the
actual results to differ materially from those contained in such
forward-looking statements, including but not limited to the risks that
products will fail to achieve market acceptance, the timing of customer orders,
delays in the design process, the length of MIPS Technologies' sales cycle,
MIPS Technologies' ability to develop, introduce and market new products and
product enhancements, the timing of new product announcements and introductions
by MIPS Technologies and its licensees and their competitors, the demand for
semiconductors and end-user products that incorporate semiconductors and other
risks. With respect to MIPS Technologies, Inc. we refer you to the documents
that it files from time to time with the Securities and Exchange Commission,
including its Annual Report on Form 10-K for the year ended June 30, 1999 and
Form 10-Q for the quarters ended September 30, 1999, December 31, 1999, and
March 31, 2000.
-ends-
Silicon Graphics is a registered trademark, and SGI and the SGI logo are
trademarks, of Silicon Graphics, Inc. MIPS is a registered trademark of MIPS
Technologies, Inc., used under license by Silicon Graphics, Inc.
