UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 September 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File Number 0-17739
RAMTRON INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 84-0962308
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1850 Ramtron Drive, Colorado Springs, CO 80921
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (719) 481-7000
Indicate by check mark whether 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 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $.01 Par Value - 36,538,653 shares as of October 31, 1996
<PAGE>
PART II - OTHER INFORMATION
Items 1 - 4 None
Item 5 - Other
The Company entered into an Amendment to Agreement with Fujitsu Limited
("Fujitsu") as of August 30, 1996 (the "Amendment"), which amended the FRAM
Technology License Agreement, dated December 19, 1995, between the Company
and Fujitsu (the "License Agreement"). The Amendment added to the license
previously granted to Fujitsu a royalty-bearing, nonexclusive, worldwide,
perpetual license to use Ramtron's ferroelectric technology to design,
develop, manufacture, sell, use, license and transfer Embedded FRAM Products
in exchange for certain license fees and royalties based on Fujitsu product
sales payable to the Company. The Amendment also provides Ramtron with the
right to purchase Embedded FRAM Products from Fujitsu and entitles Ramtron
to a portion of Fujitsu's Embedded FRAM Products manufacturing capacity,
should such products be developed and manufactured. Embedded FRAM Products
are FRAM products monolithically combined with other control logic or
electronic functionality.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 10.1* - Amendment to Agreement between the Company
and Fujitsu Limited dated August 30, 1996.
*Confidential treatment has been granted or requested with
respect to portions of this exhibit, and such confidential
portions have been deleted and separately filed with the
Securities and Exchange Commission pursuant to Rule 24b-2.
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
No reports have been filed on Form 8-K
during this quarter.
RAMTRON INTERNATIONAL CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RAMTRON INTERNATIONAL CORPORATION
(Registrant)
December 30, 1996 /S/ Richard L. Mohr
Richard L. Mohr
Executive Vice President and
Chief Financial Officer
(Principal Accounting Officer)
"Confidential treatment has been granted or requested with respect to
portions of this exhibit, and such portions have been replaced with "**".
Such confidential portions have been deleted and separately filed with
the Securities and Exchange Commission pursuant to Rule 24b-2."
AMENDMENT TO AGREEMENT
THIS AMENDMENT (the "Amendment") is entered into as of this 30th day of August
1996, by and between Ramtron International Corporation ("Ramtron"), a Delaware
corporation having its principal office at 1850 Ramtron Drive, Colorado
Springs, Colorado 80921, USA, and Fujitsu Limited ("Fujitsu"), a Japanese
corporation having its registered office at 1015 Kamikodanaka Nakahara-ku,
Kawaski-shi, Kanagawaken 211, Japan.
RECITALS
A. Ramtron and Fujitsu entered into that certain FRAM Technology License
Agreement executed by Ramtron on December 6, 1995 and by Fujitsu on December
19, 1995 (the "Agreement") pursuant to which Ramtron licensed to Fujitsu
certain of its proprietary ferroelectric technology for the design,
development, manufacture and sale of products based upon such ferroelectric
technology.
B. Ramtron and Fujitsu entered into a non-binding Memorandum of Understanding
dated December 19, 1995 (the "MOU"), wherein Ramtron and Fujitsu expressed
their mutual interest of cooperation concerning amending the Agreement to
provide Fujitsu the license to design, manufacture and sell products
containing embedded ferroelectric memory.
C. Ramtron and Fujitsu established the scope of work required to attain the
objectives of the MOU. This scope of work is set forth in Exhibit A-1, which
is attached hereto.
NOW, THEREFORE, Ramtron and Fujitsu agree as follows:
1. Definitions. Defined terms used herein shall have the meanings ascribed
to such terms in the Agreement, unless otherwise provided herein. In
addition, the following terms shall be defined as follows:
"Embedded FRAM Products" means standard nonvolatile ferroelectric
semiconductor memory monolithically combined with other control logic
or electronic functionality.
2. Section 1.6 (Definition of FRAM Product) is hereby amended to include the
following sentence:
FRAM Products include devices with only memory array and associated
memory array control logic.
3. Section 4.1.1 (Grant of License) of the Agreement is hereby amended to
include the following:
<PAGE>
Subject to the terms and conditions set forth herein, Ramtron hereby
grants to Fujitsu a royalty-bearing, non-exclusive, non-transferable,
worldwide, perpetual license to use the Ramtron Technology, Ramtron
Intellectual Property Rights and/or Ramtron's Improvements to design,
develop, manufacture, make, sale, use, lease and transfer and other
disposition of Embedded FRAM Products. It is expressly agreed, however,
that Fujitsu is not granted a right to design, manufacture and/or sell
Embedded FRAM Products in any applications involving radio frequency
identification devices.
4. Section 5.1.1 (Lump Sum Payment) is hereby amended to include the
following:
(d) Amendment Execution Fee. Within ** days after ** ,
Fujitsu shall pay Ramtron ** ;
(e) ** Evaluation Fee. Within ** days after completion of the
** , as defined in Exhibit A-1, Fujitsu shall pay Ramtron an
additional ** ; and
(f) Embedded Memory ** Fee. Within ** days after completion of
the first ** . Fujitsu shall pay Ramtron an additional ** .
5. Section 5.2 (Royalty Payments) shall be amended to include the following:
5.2.4 Fujitsu shall pay Ramtron a royalty on all Embedded FRAM Products
based upon and/or which use the FRAM Technology, Ramtron's IPR, and
Ramtron Improvements made thereto and sold by Fujitsu **
upon the first sale by Fujitsu of Embedded FRAM Products in an (i) amount
equal to ** . Any
dispute regarding the application of the royalty formula above or the
classification of product according to FRAM Products or Embedded FRAM
Products shall be resolved by the parties on a product by product basis
by the parties in good faith.
6. Section 6.1 (OEM/Foundry Agreement) of the Agreement shall be amended to
include the following:
Ramtron shall have the capacity rights to all Embedded FRAM Products
based upon a Fujitsu design, joint design or Ramtron design. The parties
shall start to negotiate a definitive OEM/Foundry Agreement, which shall
be completed concurrent with Fujitsu's election rights as set forth in
Article III or prior to the availability of engineering samples of
Embedded FRAM Products, whichever comes first. The OEM/Foundry Agreement
shall contain the material terms and conditions set forth in this Section
6.1 and Section 6.2 below. Ramtron shall have the right to purchase
Embedded FRAM Products from Fujitsu in an amount equal to ** of
Fujitsu's monthly Embedded FRAM Products manufacturing capacity or **
wafers per month of Embedded FRAM Products, ** ,
once Fujitsu first achieves manufacturing output of at least **
wafers per month. However, Fujitsu shall have the option to reject
Ramtron's capacity rights for particular custom products (i.e., Fujitsu
design), provided that Fujitsu is required to manufacture no more than **
Ramtron designs to the extent the total quantities of Embedded
FRAM Products based upon Ramtron's design, Fujitsu's design or a joint
design do not exceed in any event Ramtron's total capacity rights
hereunder. Ramtron's capacity rights for such Embedded FRAM Products
<PAGE>
shall ** .
Ramtron shall provide Fujitsu with a one (1) year advance, rolling
purchase forecast and a six (6) month advance, rolling purchase
commitment. Royalty payment shall not apply to the Embedded FRAM
Products sold by Fujitsu to Ramtron.
7. Section 6.2 (Sales Price to Ramtron) shall be amended to include the
following:
In addition, packaged Embedded FRAM Products shall be sold to Ramtron at
** .
** . The parties will periodically
review pricing of FRAM Products and Embedded FRAM Products, recognizing
the requirement of Ramtron and Fujitsu each to derive reasonable profit
margins from the sale of their products. However, if Fujitsu reasonably
requests to change the price of FRAM Products and Embedded FRAM Products
for the purpose of avoiding "dumping" under the anti-dumping laws, both
parties shall discuss such price change in good faith.
8. Sections 10.7, 10.8 and 10.9 replace all occurrences of "FRAM Products"
with "FRAM Products and/or Embedded FRAM Products."
9. MOU. Ramtron and Fujitsu signed an MOU dated December 19, 1995. The
parties agrees that this Amendment renders the MOU null and void.
10. No Other Changes. Except as expressly stated above, this Amendment does
not otherwise amend the Agreement, and the Agreement shall remain in full
force and effect, as amended hereby.
EXECUTED as of the day and year first above written.
RAMTRON INTERNATIONAL CORPORATION FUJITSU LIMITED
BY: /S/ Greg B. Jones BY: /S/ Ryusuke Hoshikawa
NAME: Greg B. Jones NAME: Ryusuke Hoshikawa
TITLE: President and COO TITLE: Member of the Board
and Group President
Logic LSI Group
<PAGE>
EXHIBIT A-1 TO AMENDMENT TO AGREEMENT
I. Scope:
Co-development of embedded logic devices integrating memory macros based on
Ramtron's proprietary FRAM (registered trademark) technology with Fujitsu's
microcontrollers. This document outlines the responsibilities to be borne by
Ramtron in the context of developing the first two generations of such FRAM
(registered trademark)-embedded logic devices.
II. Co-Development Schedule:
First Generation Device
**
Tape Out: **
First Silicon: **
Evaluation Period: **
Second Generation Device
**
Tape Out: **
First Silicon: **
Evaluation Period: **
III. Ramtron's Responsibilities by Functional Area:
A. Design:
1. Deliver Existing ** macro and documentation, to include:
**
**
**
**
**
**
**
2. Review of Fujitsu ** MCU; concentration on FRAM (registered
trademark) integration challenges posed by MCU:
**
**
**
3. Revise ** core/macro to provide compatibility with MCU
process and device constraints.
4. Provide sufficient information and/or layout resources to allow
integration of Ramtron's ** .
5. Provide comprehensive itemization of requirements and constraints for
** , to include:
**
**
**
**
**
**
**
**
<PAGE>
6. Conduct up to ** design reviews for the ** , with focus on ** .
7. Determine/document advantages and challenges of ** .
8. Conduct up to ** design reviews for the ** , with focus on
architecture and layout of ** .
B. Process:
1. Review and optimize ** process flow based on Ramtron's historical data
for the ** .
2. Provide partial processing of ** devices through ferroelectric
materials ** .
3. Identify options for execution of FRAM (registered trademark)-compatible
** processes, to include:
**
**
**
C. Materials Development/Characterization:
1. Perform ferroelectric ** structure evaluation ** .
2. Conduct ferroelectric ** and ** studies to quantify the
impact of ** . As necessary and appropriate, evaluate materials
modifications to improve FRAM (registered trademark) performance in
** applications.
D. Product Engineering:
1. Characterize the performance of the embedded FRAM (registered trademark)
macro, exploiting the ** . Identify sources of operational
marginality and propose countermeasures for incorporation into future
devices ** .
"Confidential treatment has been granted or requested with respect to
portions of this exhibit, and such portions have been replaced with "**".
Such confidential portions have been deleted and separately filed with
the Securities and Exchange Commission pursuant to Rule 24b-2."
