As filed with the Securities and Exchange Commission on December 31, 1996
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RAMTRON INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of or other jurisdiction of incorporation or organization)
3674
(Primary Standard Industrial Classification Code Number)
84-0962308
(I.R.S. Employer Identification Number)
1850 Ramtron Drive, Colorado Springs, Colorado 80921 (719) 481-7000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATION TO:
L. DAVID SIKES
Chief Executive Officer
Ramtron International Corporation
1850 Ramtron Drive
Colorado Springs, Colorado 80921
(719) 481-7000
---------------
JOHN A. ST. CLAIR, ESQ.
ROBERT R. JESUELE, ESQ.
Coudert Brothers
1055 West Seventh Street, 20th Floor
Los Angeles, California 90017
(213) 688-9088
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
<PAGE>
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / x /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<TABLE>
- ------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
<CAPTION>
Title of Proposed Proposed
Each Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Security Price Fee
- ------------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 6,989,701(1) $4.15 $29,007,259 $ 8,790
Common Stock,
$0.01 par value 12,602,151(2) $6.38(3) $80,401,723 $24,364
-------
TOTAL $33,154
=======
- ------------
<FN>
(1) Such shares are issuable upon exercise of warrants (the "Warrants") and
may be offered for sale by the Selling Security Holders. Pursuant to Rule 416,
there is also being registered such indeterminate number of shares of Common
Stock as may be issuable pursuant to the anti-dilution and adjustment
provisions of the Warrants.
(2) Includes 2,857 shares of Common Stock issuable upon exercise of certain
outstanding options to purchase the Registrant's Common Stock.
(3) Estimated in accordance with Rule 457(c) of the Securities Act of 1933
solely for the purpose of determining the amount of the registration fee based
on the average of the high and low reported sale prices of a share of the
Registrant's Common Stock as reported by The Nasdaq Stock Market on
December 30, 1996.
</TABLE>
<PAGE>
-------------------------
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
-------------------------
<PAGE>
Subject to Completion
December 31, 1996
RAMTRON INTERNATIONAL CORPORATION
19,591,852 SHARES OF COMMON STOCK
This Prospectus relates to 19,591,852 shares of Common Stock, par value $0.01
per share (the "Shares"), of Ramtron International Corporation (the "Company"
or "Ramtron") to be offered and sold from time to time by certain stockholders
of the Company (the "Selling Security Holders"). The Shares consist of (i)
6,989,701 shares of Common Stock issuable upon exercise of certain warrants
(the "Warrants") and such additional number of shares of Common Stock as may
become issuable pursuant to the anti-dilution provisions of the Warrants
(collectively, the "Warrant Shares") and (ii) 12,602,151 shares of Common
Stock, including 2,857 shares of Common Stock issuable upon exercise of
certain outstanding options (the "Options"). See "Selling Security Holders."
The Warrants and 8,772,761 shares of the Common Stock offered hereby by the
Selling Security Holders were issued by the Company in a private debt
conversion transaction in 1995 in reliance on available exemptions under the
Securities Act of 1933, as amended (the "Securities Act"). In the debt
conversion transaction, the Company granted certain registration rights for
the benefit of Oren L. Benton ("Mr. Benton"), the National Electrical Benefit
Fund (the "Fund") and BEA Associates, Inc. ("BEA") as the holders of the
Warrants, the Warrant Shares and the shares of Common Stock issued in the
transaction. The filing of the Registration Statement of which this
Prospectus is a part is intended to satisfy the Company's obligations with
respect to those registration rights, as well as the Company's obligations
with respect to certain of the registration rights granted by the Company to
the holder of an additional 3,826,533 shares of Common Stock offered hereby,
which shares were acquired by the holder thereof between March 1989 and June
1993 in private transactions in reliance on available exemptions under the
Securities Act. The remaining 2,857 shares of the Common Stock offered hereby
are shares issuable upon the exercise of options, which options were issued by
the Company in 1987 in reliance on available exemptions under the Securities
Act.
The Warrants are presently exercisable and will expire on August 31, 2000.
Each Warrant entitles the holder thereof to purchase one share of Common Stock
at an exercise price of $4.15 per share. The exercise price per share and the
number of shares of Common Stock issuable upon exercise of the Warrants are
subject to certain anti-dilution adjustments.
The Company may from time to time sell the Warrant Shares to the registered
holders of the Warrants in accordance with the terms thereof, if and when such
holders exercise the Warrants. The Selling Security Holders may from time to
time sell all or a portion of the shares of the Common Stock offered hereby in
transactions at prevailing market prices on The Nasdaq Stock Market, in
privately negotiated transactions at negotiated prices, or in a combination of
such methods of sale. The Selling Security Holders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts or
commissions from the Selling Security Holders and/or the purchasers of the
Shares for whom such broker-dealers may act as agents or to whom they sell as
principal, or both (which compensation as to a particular broker-dealers may
be in excess of customary commissions). See "Plan of Distribution." The
Selling Security Holders and any brokers, dealers or agents who participate in
the sale of the Shares may be deemed to be "underwriters" within the meaning
of Section 2(11), and the commissions paid or discounts allowed to any such
brokers, dealers or agents, in addition to any profits received on resale of
the Common Stock, if any such broker, dealer or agent should purchase any
Common Stock as a principal, may be deemed to be underwriting discounts or
commissions under the Securities Act.
<PAGE>
The Company will receive no proceeds from the sale of the Shares by the
Selling Security Holders. The Company has agreed to pay all expenses (other
than selling commissions and fees and expenses of counsel and other advisers
to the Selling Security Holders), estimated to be approximately $65,000, of
registration of the Shares under federal securities laws. The Common Stock
trades on the Nasdaq National Market tier of The Nasdaq Stock Market under the
symbol "RMTR." On December 30, 1996, the last reported sale price for the
Common Stock as reported on The Nasdaq Stock Market was $6.313 per share.
The Shares have not been registered for sale by the Selling Security Holders
under the securities laws of any state as of the date of this Prospectus.
However, since the Shares are listed securities on the Nasdaq National Market
of The Nasdaq Stock Market, they are exempt from state securities registration
and fee requirements pursuant to Section 18 of the Securities Act of 1933, as
amended by the Capital Markets Efficiency Act of 1996.
-------------------------
THE SECURITIES OFFERED HEREBY INVOLVE
A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
COMMENCING ON PAGE 3 OF THIS PROSPECTUS.
-------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION
NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE
The date of this Prospectus is December 31, 1996
No person is authorized to give any information or to make any representations
not contained in this Prospectus and any information or representation not
contained herein must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer of any securities other
than the registered securities to which it relates or an offer to any person in
any jurisdiction where such an offer would be unlawful. Neither the delivery
of this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company since the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and will also be
available for inspection and copying at the regional offices of the Commission
located at Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and at Seven World Trade Center, 13th Floor, New York,
New York 10048. Copies of such material may also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. The Company is an electronic filer and the
Commission maintains a Web site that contains reports, proxy and information
statements and other information that the Company files electronically with the
Commission. The address of such Web site is http://www.sec.gov. The Company's
Common Stock is traded on the Nasdaq National Market tier of The Nasdaq Stock
Market. Reports, proxy statements and other information concerning the Company
may also be inspected at the offices of Nasdaq Operations, 1735 K Street, N.W.,
Washington, D.C. 20006.
<PAGE>
ADDITIONAL INFORMATION
The Company has filed with the Commission a Registration Statement on Form S-3
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the shares of Common Stock offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement and the
exhibits and schedules thereto. For further information with respect to the
Company and the Common Stock offered hereby, reference is made to the
Registration Statement and the exhibits and schedules filed therewith. The
Registration Statement may be inspected without charge at the offices of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of all
or any part thereof may be obtained from such office upon the payment of the
fees prescribed by the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference: (1) the Company's Annual Report on Form 10-K
for the year ended December 31, 1995; (2) the Company's quarterly report on
Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and
September 30, 1996; (3) the Company's Current Report on Form 8-K dated
January 23, 1996; and (4) the description of the Company's Common Stock as set
forth in Item 11 of the Company's Registration Statement on Form 10, as amended
(Registration No. 0-17739). Reference is also made to the "Description of
Capital Stock" in this Prospectus for a current description of the Company's
Common Stock.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the termination of the offering of the Common Stock registered hereby
shall be deemed to be incorporated by reference into this Prospectus and to be
a part hereof from the date of filing such documents. Any statement contained
in a document incorporated or deemed to be incorporated herein by reference
shall be deemed modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person to whom this Prospectus
is delivered, upon written or oral request of such person, a copy of any or all
of the documents incorporated by reference into this Prospectus (other than
exhibits to such documents, unless such exhibits are specifically incorporated
by reference into such documents). Requests for such copies should be directed
to Ramtron International Corporation, 1850 Ramtron Drive, Colorado Springs,
Colorado 80921, Attention: Chief Executive Officer (Telephone: (719) 481-7000).
THE COMPANY
The Company was incorporated under the name "Amtec Securities Corporation" in
January 1984 and changed its name to "Ramtron International Corporation" in
January 1988. The Company designs, develops, manufactures and markets high-
performance semiconductor memory devices. The Company has two product lines,
ferroelectric nonvolatile random access memory (FRAM (registered trademark))
products and high-speed dynamic random access memory products, called Enhanced-
DRAM (EDRAM) products. The Company's executive offices are located at 1850
Ramtron Drive, Colorado Springs, Colorado 80921, and its telephone number is
(719) 481-7000.
<PAGE>
RISK FACTORS
An investment in the Shares offered hereby involves a high degree of risk. The
following factors, together with the other information set forth in this
Prospectus, should be considered carefully in evaluating the Company and its
business before investing in the Shares offered hereby. Certain terms used in
this Prospectus are defined in the Glossary on page 14.
SUBSTANTIAL WORKING CAPITAL NEEDS; BANKRUPTCY OF PRINCIPAL FINANCIER. Since
its inception, the Company has depended principally on its stockholders, and in
particular from 1989 until February 1995 on Mr. Benton and since 1989 on the
Fund, to provide working capital for its operations. Throughout 1992, 1993,
1994 and, in the case of the Fund, through the first two quarters of 1995,
Mr. Benton and the Fund have financed the Company's cash flow requirements
through equity investments and loans (many of which were subsequently converted
into equity). In February 1995, Mr. Benton filed for protection under Chapter
11 of the United States Bankruptcy Code. As a result, financing previously
available to the Company under a line of credit from Mr. Benton was no longer
available, and the Company could not continue to rely on Mr. Benton as a source
of financing. Additionally, as a result of Mr. Benton's bankruptcy, the
Company could no longer rely on the Fund to provide financing on terms
previously available pursuant to funding arrangements by the Fund and
Mr. Benton. During the first two quarters of 1995, the Company was unable to
make required principal and interest payments totaling $7,910,000 on certain
outstanding debt owed to Mr. Benton and the Fund, but neither Mr. Benton nor
the Fund declared an event of default.
After Bankruptcy Court approval in the Benton bankruptcy case, the Fund,
Mr. Benton and certain entities affiliated with Mr. Benton, BEA, seven
investors advised by BEA and certain other parties consummated in September
1995 the Debt Conversion Agreement providing for (i) the conversion into equity
of an aggregate of approximately $24,000,000 of the Company's outstanding debt
held collectively by Mr. Benton, the Fund and BEA (as the holder by assignment
of a note issued by the Company to Mr. Benton in 1992 in the original principal
amount of $12,000,000) and (ii) a new loan facility between the Company and the
Fund (the "New Fund Credit Facility") of $12,000,000. The New Fund Credit
Facility included $3,000,000 available under a credit facility the Fund had
provided to the Company in March 1995. In December 1995, additional
outstanding debt of the Company held by Mr. Benton in the amount of
approximately $2,700,000 was also converted into equity pursuant to the Debt
Conversion Agreement. Based on the Company's capital resources as of
September 30, 1996, including amounts available to it under the New Fund Credit
Facility, and expected near term product revenues and operating costs, the
Company expects to be able to fund its operations through at least 1997.
However, there is no assurance that after that period the Company will be able
to obtain financing, if required, to fund its operations on terms acceptable to
the Company. If the Company's products gain significant market acceptance, the
Company will have increased working capital requirements in connection with the
manufacturing, production and sale in greater volumes of its FRAM and EDRAM
products. If adequate financing acceptable to the Company is not available or
revenues from the sale of products are inadequate to fund such expansion, the
Company would not be able to implement its current business strategy and the
Company's business and operating results could be adversely affected.
<PAGE>
HISTORY OF LOSSES; ANTICIPATED LOSSES. The Company has been engaged in the
research and development of its ferroelectric technology and FRAM products
since 1984 and has had since its inception only limited revenues, principally
from development and license agreements, related to its ferroelectric
technology. In 1994, 1995 and the first nine months of 1996, the Company also
generated revenues from the sale of EDRAM products, which do not utilize the
ferroelectric technology. As a result of its limited revenues and substantial
ongoing product research and development costs associated with commercial
manufacturing, the Company has incurred significant losses. As of
September 30, 1996, the Company had an accumulated deficit of $130,786,000, and
the Company incurred a net loss for 1995 of $2,482,000 and a net loss for the
nine months ended September 30, 1996 of $6,594,000. The Company's net loss for
1995 would have been increased by approximately $7,300,000 if the Company had
not entered into an agreement with Nippon Steel Semiconductor Corporation
("Nippon Steel") in May 1995 which resulted in (i) a gain of approximately
$800,000 as a result of the Company's sale for $1,500,000 of its equity
interest in United Memories, Inc. ("UMI"), a joint-venture between the Company
and Nippon Steel, and (ii) the recognition of revenue of $6,500,000 as a result
of the payment of all unpaid and future royalties by Nippon Steel.
The Company's future revenues and its potential profitability will depend on
various factors, including (i) the timely completion of the development and
qualification for manufacturing of the Company's high-density FRAM products
(i.e., FRAM products with memory capacities of 256-kilobits and greater);
(ii) wider customer acceptance of its EDRAM products and low-density FRAM
products and customer acceptance of newly developed high-density FRAM products;
(iii) the Company's ability to manufacture its products on a cost effective and
timely basis at its own facility and through alliance foundry operations;
(iv) the availability and related cost of future financing; and (v) factors not
directly related to the Company, such as market conditions, competition,
technological developments, product obsolescence, changing needs of potential
customers and shifts in the semiconductor industry in general. There can be no
assurance that the Company will achieve or sustain profitability in the future.
The Company has historically experienced significant quarterly fluctuations in
revenues and operating results and anticipates that such fluctuations will
continue. The Company attributes these fluctuations in part to unpredictable
product order flows, variations in the timing and receipt of license fees
(which depend on, among other factors, the Company and its licensees achieving
certain technological milestones), product sales and the lead time required for
the Company's products to be incorporated in customers' product designs and for
such products to achieve market penetration.
LIMITED MARKET ACCEPTANCE OF PRODUCTS. Assuming that the Company can continue
to obtain financing on acceptable terms sufficient to meet its working capital
requirements, the Company's success will be dependent on the extent to which
its FRAM and EDRAM products are accepted in the marketplace and the time
required to achieve such acceptance. As with other new products designed to
replace existing products and change product designs, potential customers may
be reluctant to integrate the Company's products into their systems unless the
products are proven to be both reliable and available at a competitive price
and in an assured quantity. Even assuming product acceptance, the Company's
customers may be required to redesign their systems to effectively use the
Company's products. The time necessary for such redesign could delay or
prevent substantial market acceptance of the Company's products. A lack of, or
delay in, market acceptance of one or more of the Company's products could
adversely affect the Company's business and operating results. The Company
<PAGE>
first received orders for its low-density FRAM products and EDRAM products in
1992 and 1993, respectively, and thus has a limited basis for determining the
extent or timing of future product sales. The Company's product sales in 1995
were $1,101,000 from FRAM products and $10,004,000 from EDRAM products. For
the nine months ended September 30, 1996, the Company's product sales were
$1,486,000 from FRAM products and $12,820,000 from EDRAM products. The Company
cannot give assurance of the size of future product orders or when revenues
from any such sales will be recognized. The Company's sales of EDRAM products
in the past have been limited by its inability to service fully its customers'
order requirements as a result of its prior working capital constraints.
DEPENDENCE ON SUCCESSFUL DEVELOPMENT OF COMMERCIAL PRODUCTS. The Company has
two lines of products, consisting of its FRAM products and its EDRAM products.
The Company's success will depend on its ability to develop, manufacture and
market products that address customer requirements and compete effectively on
the basis of price, performance and reliability. This is especially true with
respect to the development of the Company's FRAM products. The Company faces
substantial product-related risks, including the risk that commercially
acceptable new FRAM products cannot be successfully or timely developed and
produced and that significant delays and increased costs will be encountered in
manufacturing such products in commercial volumes. The development of new
products by the Company and their "design-in" to customers' systems can be both
time consuming and costly. New product development requires a long-term
forecast of market trends and customer needs and often a substantial commitment
of capital resources with no assurance that such products will be commercially
viable.
The Company has experienced obstacles in producing acceptable product yields
from the integration of its ferroelectric technology with wafer underlayers
using the CMOS process technology. The Company has entered into strategic
alliances with companies with advanced semiconductor manufacturing processes
and facilities to help overcome these obstacles. To date, the Company is
producing in commercial quantities twelve versions of 4-kilobit and 16-kilobit
FRAM products. The Company is currently qualifying for commercialization a 64-
kilobit FRAM product with final qualification expected in 1997, however the
Company cannot provide any assurance regarding the date of final qualification
due to uncertainties in the qualification process. Commercial production of
that product is expected to begin late in 1997, however no assurance regarding
the timing of commercial production can be given. The Company has designed,
together with Hitachi Limited ("Hitachi"), a 256-kilobit FRAM product which
Hitachi announced in September 1996. Based on Hitachi's announcement, the
Company expects to begin receiving sample shipments of the Hitachi-built 256-
kilobit FRAM memory with volume production anticipated during 1997, although no
assurance can be given by the Company with respect to such expectation. In
September 1996, Rohm Co., Ltd. ("Rohm") announced the commencement of sample
shipments of a 16-kilobit serial FRAM memory product, which is expected to be
produced for volume shipments in 1997, subject to the uncertainties involved
in the semiconductor production process described herein. Although the Company
intends to develop with Hitachi and other strategic alliance partners 1-megabit
and 4-megabit FRAM products thereafter, it is difficult to determine whether
the Company will be able to develop and produce profitably such higher capacity
FRAM products and, if so, when such products will be available in commercial
quantities. The Company's inability to develop and commercialize high-density
FRAM products, or to overcome other obstacles it may encounter, could
significantly limit the commercial potential of FRAM products given the rapid
technological progress in the development of competing products having
substantially higher densities than the Company's FRAM products.
<PAGE>
New design and process technology will be required to achieve high-density FRAM
products. The Company's current FRAM products are designed and manufactured
using a 1.0 micron manufacturing process. To achieve memory capacities of 256-
kilobits and greater, the Company and its alliance partners will have to make a
transition to sub-micron designs. The Company believes that its transition to
smaller design parameters will be important for it to produce FRAM products
meeting marketplace demands. To the extent this transition cannot be
successfully implemented or is substantially delayed, the Company's operating
results could be adversely affected. The Company's existing manufacturing
equipment is not capable of producing sub-micron designed products. Therefore,
the Company must rely solely on its existing and future alliance partners'
manufacturing facilities to produce such sub-micron FRAM products on behalf of
the Company. All FRAM products to be manufactured by the Company's existing
alliance partners will be manufactured using sub-micron designs. There can be
no assurance that the Company will be able to find additional alliance partners
on acceptable terms.
MANUFACTURING CAPABILITY. The Company's revenues as well as its ability to
achieve profitability over the next few years will depend substantially on its
and its licensees' ability to manufacture FRAM products cost-effectively. The
Company does not anticipate that it will have sufficient capital resources to
construct fabrication facilities for the manufacture of high-density FRAM
products in commercial volumes in the near future should such products be
developed to a point of commercialization. The Company will therefore be
dependent on its licensees to develop and make available to the Company
adequate manufacturing capability on terms acceptable to the Company and
consistent with the Company's license agreements with such licensees.
Manufacture of the Company's FRAM products is highly complex and sensitive to
many factors, including the level of contaminants in the manufacturing
environment, impurities in the materials used and the performance of personnel
and equipment. Often, new semiconductor product manufacturing processes
experience low production yields for a significant period of time, and the
Company has experienced substantial production delays and difficulties in
achieving acceptable production yields and product output. The Company and its
licensees must continue to improve production yields in order to decrease
production costs to a level that permits its products to be sold at a price
that is both competitive and profitable to the Company. To the extent the
Company and its licensees are not able to achieve consistently acceptable
manufacturing yields, of which there can be no assurance, the Company's ability
to market and sell its products and its operating results will be adversely
affected.
DEPENDENCE ON SUPPLIERS AND THIRD-PARTY MANUFACTURERS. For its internal low-
density FRAM product manufacturing needs, the Company currently obtains CMOS
silicon wafer underlayers from three suppliers. The Company intends to rely
for high-volume manufacturing of FRAM and EDRAM products on the advanced
semiconductor manufacturing processes and facilities of companies with which it
has entered into strategic alliances, including Rohm, Hitachi, Toshiba
Corporation ("Toshiba") and Fujitsu Limited ("Fujitsu") for FRAM products and
Nippon Steel and International Business Machines Corporation ("IBM") for EDRAM
products. The Company's reliance upon outside suppliers and manufacturers
involves several risks, including reduced control over the availability of
products, delivery schedules, pricing and quality.
<PAGE>
Because the Company does not purchase underlayers in large volumes for internal
production, the Company is subject to higher prices, limits on the availability
of manufacturing capacity and less reliable delivery schedules than are high-
volume purchasers. The Company's low volume requirements, coupled with the
costs associated with developing the maskwork to qualify additional wafer
suppliers, limits the ability of the Company to expand its wafer supply
resources in the near term. When wafers or other raw materials are not
available in sufficient amounts or of adequate quality, the Company has
experienced, and could experience in the future, delays, expenses and lost
sales while it locates and qualifies alternative suppliers. In 1995, sales of
the Company's EDRAM products materially suffered from the existence of only one
outside supplier of foundry services (i.e., Nippon Steel); however, due to a
recent slow down in the DRAM market and the addition of IBM as a foundry
source, there is an excess capacity of foundry services available to the
Company now and for the foreseeable future. During the first nine months of
1996, the Company's results of operations and level of sales have not been
materially affected as a result of any delays, expenses or lost sales due to a
scarcity of foundry services, the need to qualify additional wafer suppliers or
a lack of wafers or other raw materials.
Nippon Steel and IBM are currently the only outside manufacturers commercially
producing EDRAM products for the Company. In October 1996, the Company
qualified the EDRAM parts to be manufactured by IBM. The Company holds IBM-
produced EDRAM products in inventory and has begun to fulfill commercial
shipments to its customers with such products. Other manufacturers are in
various stages of product development, evaluation, testing and qualification of
FRAM or EDRAM products. Although the Company believes that development and
qualification of FRAM products is proceeding well with its current strategic
alliance partners, there is no assurance that any of these strategic alliance
partners will commence volume manufacturing of FRAM products for the Company or
be a long-term supplier of FRAM products to the Company for resale to third
parties. The Company has not yet entered into a foundry supply agreement with
Hitachi, Toshiba or Fujitsu, although certain parameters of supply agreements
with Hitachi, Toshiba and Fujitsu are set forth in the Company's license
agreements with those companies, and the Company believes that such parameters
could be helpful to the Company in negotiating the specific terms of the supply
agreements. In the case of Toshiba, such supply agreement was previously
expected to be entered into by August 1996; however, that time frame was
extended by the parties and the Company expects discussions to continue once
Toshiba further develops its product specification and manufacturing plan. In
the case of Hitachi, discussions regarding a supply agreement are expected to
commence once engineering samples of Hitachi's 256-kilobit FRAM product begin
shipping. In the case of Fujitsu, such supply agreement is expected to be
entered into once Fujitsu elects to pursue one of three design and development
options under its agreement with the Company. No assurance can be given by the
Company that any such foundry supply agreements will be entered into with such
parties. The Company is currently negotiating pricing with Rohm on its foundry
supply agreement.
Due to the high capital costs and manufacturing complexities associated with
commercial production of semiconductor products, the Company expects to be
dependent in the foreseeable future on outside manufacturers, except for the
limited volume of FRAM products it intends to produce at its Colorado Springs
facility. Dependence in the past on Nippon Steel as its sole manufacturing
source for its EDRAM products has, in the Company's view, limited market
acceptance of EDRAM products, inhibited the "design-in" of EDRAM products by
potential customers and resulted in canceled and delayed orders for such
products. The Company expects certain of these problems to be alleviated once
IBM-produced EDRAM products are used more widely to fulfill commercial orders.
Because market demand for semiconductor assembly and testing resources was high
until the recent decline in the demand for semiconductor memory products in
1996, the Company has had to pay, and until its products are manufactured in
significant volumes, the Company expects to continue to pay, relatively high
prices for the assembly and testing of its products.
<PAGE>
COMPETITION. The semiconductor industry is intensely competitive. The
Company's FRAM and EDRAM products experience intense competition from numerous
domestic and foreign companies. Many of these competitors have significantly
greater financial, technical, manufacturing and marketing resources than the
Company. The Company considers its FRAM products to be competitive with
existing nonvolatile memory products such as EEPROM, Battery Backed Static RAM
("BBSRAM") and Nonvolatile RAM ("NVRAM") products in low density applications.
Nonvolatile memory products are manufactured and marketed both by major
corporations possessing worldwide wafer manufacturing and integrated circuit
production facilities (e.g., SGS-Thomson and Hitachi) and by smaller
specialized product companies (e.g., Dallas Semiconductor and Benchmarq
Microelectronics Inc.). Numerous companies, including major corporations
possessing worldwide wafer manufacturing and integrated circuit production
facilities, manufacture DRAM products. Because the Company's EDRAM products
have certain higher performance characteristics than standard DRAM products,
however, the Company considers only high-speed "specialty" DRAM products (such
as SDRAM, CDRAM, Rambus, fast SRAM and MDRAM products manufactured by companies
such as Fujitsu, Mitsubishi, Rambus, LG Semicon and Micron Technology, Inc.) to
be competitive with the Company's EDRAM products. The Company also considers
its EDRAM products to be competitive in certain applications with SRAM
products, which are manufactured by major corporations, including Alliance
Semiconductor Corporation, Cypress Semiconductor Corporation, Integrated Device
Technology, Inc. and Motorola Corporation.
The Company's licensees may market products which compete with the Company's
FRAM and EDRAM products. Most of the Company's strategic alliance partners
have the right to manufacture and sell FRAM or EDRAM products for their own
account with or without the payment of royalties, depending upon the terms of
their agreements with the Company. For example, as part of its agreements with
Toshiba and Fujitsu, the Company granted Toshiba and Fujitsu a nonexclusive
license to the Company's FRAM technology and know-how, which license includes
the right to manufacture and sell products using FRAM technology. Pursuant to
Ramtron's joint development and license agreements with Hitachi and Rohm, these
two alliance partners have also been granted the right to manufacture and sell
products using the FRAM technology. The Company has also granted IBM a
royalty-free (subject to certain limitations) nonexclusive license to produce
and sell EDRAM products. Most of these license agreements provide for the
continuation of the licensed rights to Ramtron's FRAM or EDRAM technology and
know-how after expiration or termination of the agreement on a royalty-paying
or royalty-free basis. In addition, Racom Systems, Inc. and Intag
International Ltd. of Australia, both licensees of the Company's ferroelectric
technology for use in certain radio frequency identification devices ("RF/ID")
applications, could compete with the Company for portions of the RF/ID market.
To the extent that any of the Company's products achieve market acceptance,
other companies may offer competitive products or implement pricing strategies
for FRAM and EDRAM products that could adversely affect the Company's business
and operating results. The Company's ability to compete successfully depends
on factors beyond its control, including the rate at which customers
incorporate the Company's products into their own products, the success of such
customers in selling their products, the success of the Company's protection of
its intellectual property, the success of competitors' products and general
market and economic conditions. There can be no assurance that the Company's
ferroelectric technology will not be supplanted in the future by competing
technology or that the Company will have the technical capability or financial
resources to be competitive in the semiconductor industry with respect to the
design, development or manufacture of either FRAM or EDRAM products.
<PAGE>
NATURE OF THE SEMICONDUCTOR INDUSTRY. The semiconductor industry is
characterized by rapid technological changes and product obsolescence, price
erosion and variations in manufacturing yields and efficiencies. The industry
has also experienced wide fluctuations of product supply and demand. During
growth periods, there is likely to be a shortage of wafer supply and of product
assembly and testing capacity. The industry has recently been allocating
significant capital resources to construction of new semiconductor
manufacturing facilities and expansion of existing facilities. The industry
has at times experienced significant downturns, some lasting more than a year,
resulting in diminished product demand and decreased prices for semiconductor
products, and such downturns may occur in the future as additional production
facilities are placed into operation. The semiconductor industry has
experienced growth in the past several years, however the demand for
semiconductor memory products began to soften dramatically starting mid-1996.
PATENTS; RELIANCE ON INTELLECTUAL PROPERTY. The Company relies heavily on its
patents and trade secrets as a defense against competitors introducing
infringing products that will compete with the Company's FRAM products.
Although the Company intends to enforce its patents and trade secrets
aggressively, there can be no assurance that such protection will be available
or be enforceable in any particular instance or that the Company will have the
financial resources necessary to adequately enforce its patent and trade secret
rights, and the unavailability or unenforceability of such protection or the
inability to enforce adequately such rights could materially adversely affect
the Company's business and operating results. The Company has also granted
worldwide licenses to its ferroelectric technology to Seiko Epson Corporation
of Japan and Intermetall, Halbleiterwerk der Deutsche ITT Industries GMBH, a
subsidiary of ITT Corporation. Those companies, together with the Company's
strategic alliance partners, have access to the Company's proprietary FRAM
technology and know-how and have the right, on a royalty-paying or royalty-free
basis, to manufacture and sell ferroelectric products. The Company does not
license from others any material right covering its ferroelectric technology
and does not believe its technology infringes any known patents. The Company
has, however, entered into a cross license agreement with Symetrix Corporation
("Symetrix") for the use by the Company of certain ferroelectric technology
that may have been developed by Symetrix, which is not used in the Company's
FRAM products. The Company is aware, because others have obtained patents
covering numerous semiconductor designs or processes, that the Company operates
in a competitive environment in which it would not be unlikely for a third
party to claim that certain of the Company's present or future products may
infringe the patents or rights of such third parties. If any such
infringements exist or arise in the future, the Company may be exposed to
liability for damages and may need to obtain licenses relating to third-party
technology incorporated into the Company's products. The Company's inability
to obtain such licenses on acceptable terms or the occurrence of related
litigation could materially adversely affect the Company. Although the Company
has applied for a patent covering its EDRAM technology and has patents and
patent applications involving DRAM technology, such patents and patent
applications may not preclude other parties from manufacturing and selling
EDRAM products.
<PAGE>
PATENT INTERFERENCE PROCEEDING. In 1992, a three-way "interference" contest
was declared in the United States Patent and Trademark Office (the "Patent
Office") between U.S. Patent 4,873,664, which was awarded to Ramtron, and
pending United States patent applications filed by National Semiconductor
Corporation ("National") and the Department of the Navy (the "Navy"). U.S.
Patent 4,873,664 covers a basic ferroelectric memory cell design that is of
fundamental importance to Ramtron's business in the United States. An
interference is declared in the Patent Office when two or more parties each
claim to have made the same invention. The interference is therefore conducted
to determine which party is entitled to the patent rights corresponding to the
invention. In the present interference contest, Ramtron is the "senior" party
and is in possession of the issued U.S. patent. National and the Navy are
"junior" parties, and each of the junior parties has the burden of proof in
convincing the Patent Office by a preponderance of the evidence that it was the
first to invent the subject matter of the invention and thus is entitled to the
corresponding patent rights. Only Ramtron and National have each filed briefs
in this matter. The Navy did not file a brief as required. Oral arguments
were presented before the Patent Office on March 1, 1996 by both the Company
and National. A decision by the Patent Office was originally expected within 6
months after the oral hearing, but, due to the complexity of the case, a
decision is currently expected within 18 months after the oral hearing. Such a
decision would complete the administrative process. The non-prevailing party
would then have the right, upon the filing of appropriate petitions, to pursue
its case in Federal Court. If Ramtron's patent rights are lost or
significantly compromised, Ramtron could be adversely affected. If patent
rights are awarded to National or the Navy, such parties could use the patent
to prevent the manufacture, use or sale by Ramtron within the United States of
any products that come within the scope of such patent rights. Ramtron has
vigorously defended its patent rights in this interference contest and will
continue such efforts. The Company is uncertain as to the ultimate outcome of
the above matter, as well as the associated effect upon the Company's financial
position and results of operations.
DEPENDENCE ON KEY PERSONNEL. The Company's future success depends in large
part on the continued service of its key technical and management personnel and
on its ability to continue to attract and retain qualified employees,
particularly the highly skilled design, process, materials and test engineers
involved in the development and manufacture of its products and processes. The
competition for such personnel is intense, and the loss of key employees
(including executive officers), none of whom has a post-employment
noncompetition agreement, could have an adverse effect on the Company. The
Company requires its employees to execute confidentiality and non-disclosure
agreements when they begin employment with the Company. None of the Company's
employees other than L. David Sikes, the Company's Chief Executive Officer, has
an employment agreement with the Company, and although the Company has such an
agreement with Mr. Sikes, there can be no assurance that the Company can retain
him in the future. In order to reduce costs and operate more efficiently, the
number of people employed by the Company decreased by approximately 27% from
December 31, 1994 to December 31, 1995. However, during 1996, the number of
people employed by the Company increased by approximately 16%.
ENVIRONMENTAL REGULATION. Federal, state and local regulations impose various
environmental controls on the discharge of chemicals and gases used in the
Company's manufacturing processes. The Company believes that it has taken all
necessary steps to ensure that its activities comply with all applicable
environmental rules and regulations. Although the Company's operations have
not been materially impacted by the cost of environmental compliance, there can
be no assurance that changes in such environmental rules and regulations will
not require additional investments in capital equipment and the implementation
of compliance programs in the future. Any failure by the Company to comply
with such environmental rules and regulations regarding the discharge of
hazardous substances could subject it to serious liabilities and could
materially adversely affect its manufacturing operations.
<PAGE>
COMMON STOCK SUBJECT TO CALL OPTION. An aggregate of 5,500,000 shares of the
Common Stock held by C.I. Global Equity RSP Fund; Empire Partners, L.P.; C.I.
Global Fund; C.I. American Fund; C.I. International Balanced RSP Fund; C.I.
International Balanced Fund; Robert P. Quinn; Essex Associates; JES
Enterprises; and Chanin & Company, all reported by BEA to be advised by BEA
(the "BEA Holders"), and registered hereunder is subject, through
March 14, 1997, to the right of Oren L. Benton, Debtor-in-Possession (the
"Benton Estate"), to purchase all or any portion of such shares from time to
time from any holder thereof, at a purchase price of $7.50 per share.
CURRENT MARKET FOR COMMON AND PREFERRED STOCK. The Company's Common Stock
currently trades on The Nasdaq National Market tier of The Nasdaq Stock Market
under the symbol "RMTR." Although during approximately the first eight months
of 1995 the Company did not satisfy the net tangible assets requirements for
continued listing on The Nasdaq Stock Market, the Company's Common Stock
remained listed on The Nasdaq Stock Market as a result of temporary exceptions
granted by The Nasdaq Stock Market to such requirements. Since September 1995
and as a result of the 1995 Debt Conversion, the Company has achieved
compliance with such net tangible assets requirements and expects to continue
to do so in the future, although there can be no assurance that the Company
will continue to comply with these or other requirements for continued listing
on The Nasdaq Stock Market. If the Company's Common Stock is not traded on The
Nasdaq Stock Market or listed on a national securities exchange, a security
holder's ability to effectively trade such securities may be limited.
CONTROL BY EXISTING STOCKHOLDERS; CHANGE IN CONTROL. The Fund, Mr. Benton and
the BEA Holders are the three largest stockholders of the Company, and as of
October 31, 1996, own or control approximately 22.4%, 18.3% and 17.1%,
respectively, of the Company's issued and outstanding shares of Common Stock.
The Benton Estate's exercise of its option to acquire all of the 5,500,000
shares of Common Stock of the Company owned by the BEA Holders as of the date
of this Prospectus would result in Mr. Benton's ownership increasing to 33.3%
of the Company's issued and outstanding shares of Common Stock and BEA's
ownership decreasing to 2.1% of the Company's issued and outstanding shares of
Common Stock. If all of the securities offered hereby by the Fund, Mr. Benton
and BEA are sold pursuant to the Registration Statement of which this
Prospectus forms a part, the aggregate ownership of such persons of the
Company's issued and outstanding shares of Common Stock will decrease from
approximately 58% to 24%.
Mr. Benton, the Fund, BEA and the Company have also each agreed that for as
long as any of Mr. Benton, the Fund or BEA beneficially owns 5% or more of the
issued and outstanding shares of Common Stock of the Company, the Company and
the other two of such stockholders will use their best efforts to cause a
designee of each such 5% stockholder to serve on the Company's Board of
Directors. Although the Company is not aware of any agreement among
Mr. Benton, the Fund and BEA to act together (other than as set forth in the
immediately preceding sentence), if Mr. Benton, the Fund and BEA were to act
together, they would be able to elect the Company's entire Board of Directors
and would have the ability to control the Company and direct its business and
affairs. The concentration of ownership of the Company may have the effect of
delaying, deferring or preventing a change in control of the Company or, if
such shares are sold, may effect a change in control of the Company. The
resolution of Mr. Benton's bankruptcy case may result in the distribution to
one or more third parties of all or a portion of the securities of the Company
beneficially owned by him and in a change in control of the Company. Of the
shares of Common Stock owned by Mr. Benton, 1,239,793 shares are subject to a
lien in favor of Westinghouse, Inc.; 1,491,634 shares are subject to a lien in
favor of China Nuclear Energy Industry Corporation; 1,406,633 shares are
subject to a lien in favor of Union Bank of Switzerland; and 890,265 shares are
subject to a lien in favor of the Washington Public Power Supply System.
<PAGE>
SECURITIES ELIGIBLE FOR FUTURE SALE. Sales of substantial amounts of the
Company's securities in the public market after the date of this Prospectus, or
the availability of such securities for sale in the public market, could
materially adversely affect prevailing market prices for the Company's
securities, including its Common Stock. As of October 31, 1996, the Company
had 36,538,653 shares of Common Stock issued and outstanding. Of these shares,
excluding the Shares offered hereby, approximately 19,401,300 shares were
either freely tradable without restriction or could be sold pursuant to an
effective registration statement under the Securities Act, and approximately
4,538,100 shares (most of which were held by "affiliates" who are subject to
Rule 144 notice requirements and volume restrictions) could be publicly sold
under Rule 144 promulgated under the Securities Act. Upon the effectiveness of
the registration statement of which this Prospectus forms a part, 12,599,294
shares (excluding shares issuable upon exercise of the Warrants and certain
options) may be sold by the holders thereof from time to time for any reason so
long as such registration statement remains effective. As of October 31, 1996,
approximately 833,600 shares of Common Stock were subject to issuance upon
exercise of outstanding and exercisable options granted under the Company's
stock option plans and, except to the extent that shares issued upon exercise
of such options are held by affiliates (who, as noted above, are subject to
Rule 144 notice requirements and volume restrictions), will be eligible for
immediate resale in the public market upon exercise of such options. In
addition, the Company has agreed to use its best efforts to register for resale
under the Securities Act any shares of Common Stock issued upon conversion of a
convertible promissory note held by the Fund (as of October 31, 1996, 296,647
shares were issuable upon conversion of such note).
ISSUANCE OF COMMON STOCK. In November 1996, the Company's authorized number of
shares of Common Stock was increased from 50,000,000 to 75,000,000. Each
additional share of Common Stock authorized by such amendment has the same
rights and privileges as each previously authorized share of Common Stock. Due
to such increase, the percentage of shares of the Company's Common Stock that
are authorized but unissued or not reserved for issuance has increased from
approximately 1% to approximately 34%. The issuance of any newly authorized
shares will dilute a stockholder's proportionate equity interest in the
Company's Common Stock.
ISSUANCE OF PREFERRED STOCK. The Company has the authority to issue up to
10,000,000 shares of Preferred Stock in one or more series and to fix the
voting powers, designations, preferences and relative rights, qualifications,
limitations or restrictions of the Preferred Stock, without any vote or action
by the Company's stockholders. The issuance of shares of Preferred Stock by
the Company could further affect the rights of the holders of Common Stock and
Warrants. For example, such issuance could result in a class of securities
having preferential voting, dividend or liquidation rights or having (upon
conversion or otherwise) all of the rights appurtenant to Common Stock.
Additionally, the Company's authority to issue Preferred Stock could be used to
discourage attempts by others to obtain control of or acquire the Company by
making such attempts more difficult or costly to achieve. There are no
agreements or understandings for the issuance of Preferred Stock and the
Company has no present intention to issue shares of Preferred Stock.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the shares
of Common Stock offered hereby by the Selling Security Holders.
<PAGE>
SELLING SECURITY HOLDERS
The following table sets forth: (i) the number of shares of Common Stock
beneficially owned by each Selling Security Holder as of October 31, 1996,
(ii) the number of shares of Common Stock to be offered hereby by each Selling
Security Holder, and (iii) the number of shares of Common Stock and the
percentage of the outstanding shares of Common Stock to be beneficially owned
by each Selling Security Holder after completion of the offering.
<TABLE>
<CAPTION>
No. of Shares
Beneficially Owned Shares Beneficially
Prior to Offering No. of Owned After Offering(1)
Name of Selling --------------------- Shares -----------------------
Security Holder Number % Offered Number %
- --------------- ---------- ----- --------- --------- -----
<S> <C> <C> <C> <C> <C>
Oren L. Benton 15,134,859(2) 38.3% 5,042,951(3) 4,591,908(4) 11.6%
Debtor-in-Possession
National Electrical 12,518,531(5)(6) 30.6 9,046,044(5) 3,472,487(6) 8.5
Benefit Fund
C.I. Global 1,480,000(7) 4.1 1,480,000 0 0
Equity RSP Fund
Empire Partners, LP 1,370,310(7) 3.8 1,370,310 0 0
C.I. Global Fund 1,320,000(7) 3.6 1,320,000 0 0
C.I. American Fund 800,000(7) 2.2 800,000 0 0
C.I. International 200,000(7) * 200,000 0 0
Balanced RSP Fund
C.I. International 200,000(7) * 200,000 0 0
Balanced Fund
Robert P. Quinn 49,852(7) * 49,852 0 0
Essex Associates 29,912(7) * 29,912 0 0
JES Enterprises 24,926(7) * 24,926 0 0
Chanin & Company 25,000(7) * 25,000 0 0
R. Bruce Godfrey 2,857(8) * 2,857(8) 0 0
- ------------
<FN>
* Less than 1 percent.
<PAGE>
(1) For each Selling Security Holder, assumes that all of the Warrants and
Options held by that Selling Security Holder are exercised and that all of the
Shares covered by the Prospectus are sold or otherwise disposed of and that no
other shares are acquired or sold by the Selling Security Holders.
(2) Includes: (i) 6,219,795 shares of Common Stock owned directly, of which
1,239,793 shares are subject to a lien in favor of Westinghouse Inc.; 1,491,634
shares are subject to a lien in favor of China Nuclear Energy Industry
Corporation; 1,406,633 shares are subject to a lien in favor of Union Bank of
Switzerland and 890,265 shares are subject to a lien in favor of the Washington
Public Power Supply System, (ii) 2,961,216 shares of Common Stock, subject to
adjustment in certain circumstances, issuable upon exercise of the Warrants
held by the Benton Estate; (iii) 5,500,000 shares of Common Stock which may be
acquired by the Benton Estate on or before March 14, 1997 upon exercise of an
option covering 5,475,000 shares of Common Stock beneficially owned by BEA and
25,000 shares of Common Stock owned by Chanin & Company (see footnote 7 below)
and (iv) 453,848 shares of Common Stock held by a third party for Mr. Benton.
Mr. Benton beneficially owns more than 5% of the outstanding shares of the
Company's Common Stock and has certain rights with respect to the election of
one director on the Company's Board of Directors.
(3) Includes 2,961,216 shares of Common Stock, subject to adjustment in
certain circumstances, issuable upon exercise of the Warrants held by the
Benton Estate, but does not include the 5,500,000 shares owned by the BEA
Holders, registered hereunder, and subject to a call option in favor of the
Benton Estate expiring on March 14, 1997.
(4) Includes 453,848 shares of Common Stock held by a third party for
Mr. Benton and 4,138,060 shares of Common Stock owned directly, of which
1,239,793 shares are subject to a lien in favor of Westinghouse Inc., 1,491,634
shares are subject to a lien in favor of China Nuclear Energy Industry
Corporation and 1,406,633 shares are subject to a lien in favor of Union Bank
of Switzerland.
(5) Includes 4,028,485 shares of Common Stock, subject to adjustment in
certain circumstances, issuable upon exercise of the Warrants held by the Fund.
The Fund beneficially owns more than 5% of the outstanding shares of the
Company's Common Stock and has certain rights with respect to the election of
one director on the Company's Board of Directors. Mr. Tull is the Fund's
designee on the Company's Board of Directors.
(6) Includes 296,647 shares issuable as of October 31, 1996 upon conversion of
a convertible promissory note dated August 31, 1995 made by the Company in
favor of the Fund.
(7) In Amendment No.1 to a Schedule 13G, dated January 15, 1996, BEA reported
shared voting and sole dispositive power with respect to such shares. All of
such shares may be acquired by the Benton Estate on or before March 14, 1997
upon exercise of a call option in favor of the Benton Estate (see footnote 2
above and "Risk Factors--Common Stock Subject to Call Option"). BEA
beneficially owns more than 5% of the outstanding shares of the Company's
Common Stock and has certain rights to the election of one director on the
Company's Board of Directors. Mr. Rothschild is BEA's designee on the
Company's Board of Directors.
(8) Such shares are issuable upon exercise of presently exercisable options.
</TABLE>
<PAGE>
DESCRIPTION OF CAPITAL STOCK
As of October 31, 1996, the authorized capital stock of the Company was
comprised of 85,000,000 shares, of which 75,000,000 shares have been designated
Common Stock, $0.01 par value, and 10,000,000 shares have been designated
Preferred Stock, $0.01 par value.
COMMON STOCK. As of October 31, 1996, there were 36,538,653 shares of Common
Stock issued and outstanding which were held of record by approximately 2,600
stockholders. The holders of the Company's Common Stock are entitled to one
vote per share on all matters to be voted upon by the stockholders. Subject to
preferences that may be applicable to any outstanding Preferred Stock, the
holders of Common Stock are entitled to receive ratably such dividends as may
be declared from time to time by the Board of Directors. In the event of the
liquidation, dissolution or winding up of the Company, the holders of Common
Stock are entitled to share ratably in all assets remaining after payment of
liabilities, subject to liquidation preferences, if any, of Preferred Stock, if
any, then outstanding. There are no redemption or sinking fund provisions
applicable to the Common Stock. All outstanding shares of Common Stock are
fully paid and nonassessable.
PREFERRED STOCK. The Board of Directors has the authority to issue shares of
Preferred Stock in one or more series and to fix the designations, powers,
preferences and rights thereof, including dividend rights, conversion rights,
voting rights, terms of redemption, liquidation preferences and the number of
shares constituting any series or the designation of such series, without
further vote or action by the stockholders. As of October 31, 1996, there were
no shares of Preferred Stock issued and outstanding, and the Company had no
intention to issue any shares of Preferred Stock. The issuance of shares of
Preferred Stock may have the effect of delaying, deferring or preventing a
change in control of the Company without further action by the stockholders and
may adversely affect the voting power and other rights of Common Stock.
PLAN OF DISTRIBUTION
The Company will sell the Warrant Shares only to the registered holders of the
Warrants, in accordance with the terms thereof, if and when such holders
exercise the Warrants.
The Shares offered hereby are being offered directly by the Selling Security
Holders. The Company will receive no proceeds from the sale of the Shares.
Sales may be effected by the Selling Security Holders from time to time in
transactions on The Nasdaq Stock Market at prevailing market prices, in
negotiated transactions at negotiated prices or in a combination of such
methods of sale. The Selling Security Holders may effect such transactions by
selling the shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts or commissions from the Selling
Security Holders and/or the purchasers of the Shares for whom such broker-
dealers may act as agents or to whom they sell as principal, or both (which
compensation as to a particular broker-dealer may be in excess of customary
commissions). There can be no assurance that the Selling Security Holders will
sell all or any of the shares offered hereby.
The Selling Security Holders and any persons who participate in the sale of the
shares offered hereby from time to time may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act. Any commissions
paid or discounts or concessions allowed to any such persons and any profits
received on resale of the shares offered hereby, may be deemed to be
underwriting compensation under the Securities Act.
<PAGE>
The Company has agreed to pay all expenses (other than selling commissions and
fees and expenses of counsel and other advisors to the Selling Security
Holders) in connection with the registration and sale of the shares being
offered hereby, other than commissions and discounts of underwriters, brokers,
dealers or agents.
LEGAL MATTERS
The validity of the shares of the Company's Common Stock offered hereby will be
passed upon for the Company by Coudert Brothers, Los Angeles, California.
EXPERTS
The financial statements of the Company included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1995 and incorporated by reference
in this Prospectus, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
incorporated herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said report.
GLOSSARY
CMOS - Complimentary Metal Oxide Semiconductor process technology. A
semiconductor technology that uses two types of basic transistors (p-channel
and n-channel) to build a circuit with low power and high performance.
DRAM - Dynamic Random Access Memory. A semiconductor memory device whose
stored information must be refreshed every few milliseconds.
EDRAM - Enhanced Dynamic Random Access Memory. A specialty memory
semiconductor device which incorporates a fast DRAM array and an SRAM cache to
achieve very high speeds in comparison to conventional DRAM devices.
Ferroelectric Technology - A technology that integrates ferroelectric material
into a microelectronic semiconductor structure.
FRAM - The Company's Ferroelectric Random Access Memory. A random access
memory that employs a ferroelectric digital memory capacitor to make it
nonvolatile.
Kilobit - 1,000 bits. In reference to a memory, usually 1,024 bits since
memories are partitioned into sizes that are an exponential of two.
Megabit - 1,000,000 bits. In reference to a memory, usually 1,048,576 bits
since memories are partitioned into sizes that are an exponential of two.
Nonvolatile Memory - An integrated circuit that retains information without
electrical power.
Silicon Wafer Underlayer - A silicon wafer manufactured through all processes
prior to application of the Company's ferroelectric processes.
<PAGE>
==============================================================================
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and, if given or
made, such information or representations must not be relied upon as having
been authorized. This prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities to
which it relates or any offer to sell or the solicitation of an offer to buy
such securities in any circumstances in which such offer or solicitation is
unlawful. Neither the delivery of this prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the company since the date thereof or that the
information contained herein is correct as of any time subsequent to its date.
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
Available Information . . . . . . . . . . . . . . . 2
Additional Information . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference . . 2
The Company . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . .. . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . . 11
Selling Security Holders. . . . . . . . . . . . . . 12
Description of Capital Stock . . . . . . . . . . . 13
Plan of Distribution . . . . . . . . . . . . . . . 13
Legal Matters . . . . . . . . . . . . . . . . . . . 14
Experts . . . . . . . . . . . . . . . . . . . . . . 14
Glossary . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>
-------------------------
19,591,852 SHARES
RAMTRON INTERNATIONAL CORPORATION
COMMON STOCK
PROSPECTUS
December 31, 1996
==============================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses (other than underwriting discounts
and commissions) in connection with the sale and distribution of the securities
being registered. All the amounts shown are estimates except for the SEC
registration fee.
<TABLE>
<S> <C>
SEC registration fee $33,154
Accounting fees and expenses 3,000
Legal fees and expenses 25,000
Miscellaneous expenses 3,000
-------
Total $64,154
=======
</TABLE>
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company has adopted provisions in its Certificate of Incorporation that
limit the liability of its directors to the fullest extent permitted by the
Delaware General Corporation Law for monetary damages arising from a breach of
their fiduciary duty as directors. Such limitation does not affect such
liability: (i) for any breach of a director's duty of loyalty to the Company or
its stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under Section 174
of the Delaware General Corporation Law or (iv) for any transaction from which
a director derived an improper personal benefit.
The Company's Bylaws provide that the Company shall indemnify its directors and
officers to the fullest extent permitted by Delaware law, including
circumstances in which indemnification is otherwise discretionary under
Delaware law. The Company also maintains on behalf of its directors and
officers insurance protection against certain liabilities arising out of the
discharge of their duties.
In an Indemnification Agreement entered into between Oren L. Benton, a
principal stockholder and former director of the Company, and George J.
Stathakis, a director of the Company, in March 1990, Mr. Benton agreed to
indemnify Mr. Stathakis against all expenses, liabilities and other items
referred to in Section 145 of the Delaware General Corporation Law, and against
certain other expenses incurred in connection with derivative actions if
Mr. Stathakis is a party to such actions or is threatened to be made a party to
such actions by reason of his being a director, officer, employee or agent of
the Company.
In a Consulting Agreement entered into in January 1990 among the Fund,
William G. Tull, a director of the Company, and WGT Associates, Inc., the Fund
agreed to indemnify Mr. Tull with respect to claims made by third parties
against Mr. Tull as the Fund's designated nominee on the Company's Board of
Directors, provided that such claims may not involve either a breach of
fiduciary responsibility under the Employee Retirement and Income Security Act
<PAGE>
of 1974 or liability for willful misconduct, bad faith or negligence. Pursuant
to a Stock and Warrant Purchase Agreement entered into between the Company and
the Fund in March 1989 (the "1989 Fund Purchase Agreement"), the Company also
agreed to indemnify the Fund and its affiliates, including consultants to the
Fund such as Mr. Tull, with respect to claims made by third parties arising out
of the 1989 Fund Purchase Agreement, provided that the Company is not required
to indemnify Mr. Tull for claims relating to: (i) Mr. Tull's violation of
securities laws or a knowing violation of other laws, (ii) an agreement to
which Mr. Tull and the third-party claimant are parties or (iii) the fiduciary
duties of Mr. Tull to the third-party claimant.
The Company has also obtained directors & officers liability insurance.
Item 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
Exhibit Number
- --------------
<C> <S>
5.1 Opinion of Coudert Brothers.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Coudert Brothers (included in Exhibit 5.1).
</TABLE>
Item 17. UNDERTAKINGS
The Company hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in this Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
<PAGE>
The Company hereby undertakes that, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
The Company hereby undertakes to remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
The Company hereby undertakes that, for the purpose of determining any
liability under the Act, each filing of the Company's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
The Company hereby undertakes that, for purposes of determining any liability
under the Act, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Company pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this Registration Statement
as of the time it was declared effective.
The Company hereby undertakes that, for the purpose of determining any
liability under the Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Colorado Springs, State of Colorado, on
December 31, 1996.
RAMTRON INTERNATIONAL CORPORATION
By: /S/ L. David Sikes
--------------------------
L. David Sikes
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints L. David Sikes and Greg B. Jones, or either of
them, his attorneys-in-fact and agents, each with full power of substitution
for him and in his name, place and stead, in any and all capacities, to sign
any or all amendments to this Registration Statement, and to file the same with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of said attorneys-in-
fact and agents full power and authority to do so and perform each and every
act and thing requisite and necessary to be done in connection with this
Registration Statement, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that either of said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated.
Signature Title Date
- --------------------- ---------------------------- -----------------
/S/ L. David Sikes Chairman and Chief Executive December 31, 1996
- --------------------- Officer
L. David Sikes
/S/ Greg B. Jones Director, President and December 31, 1996
- --------------------- Chief Operating Officer
Greg B. Jones
/S/ William G. Howard Director December 31, 1996
- ---------------------
William G. Howard
/S/ Michael L. Rothschild Director December 31, 1996
- ---------------------
Michael L. Rothschild
George J. Stathakis Director December 31, 1996
- ---------------------
George J. Stathakis
<PAGE>
/S/ William G. Tull Director December 31, 1996
- ---------------------
William G. Tull
/S/ L. T. Womack Director December 31, 1996
- ---------------------
L. T. Womack
/S/ Richard L.Mohr Executive Vice President, Chief December 31, 1996
- --------------------- Financial Officer and Secretary
Richard L. Mohr
Exhibit 5.1
December 31, 1996
Ramtron International Corporation
1850 Ramtron Drive
Colorado Springs, Colorado 80921
Re: Ramtron International Corporation - Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as securities counsel for Ramtron International Corporation, a
Delaware corporation (the "Company"), in connection with the preparation by
the Company of a registration statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933 relating to the registration
of (i) 6,989,701 shares of the Company's Common Stock, par value $0.01 per
share (the "Common Stock"), issuable upon exercise of certain warrants (the
"Warrants") and such additional number of shares of Common Stock as may
become issuable pursuant to the anti-dilution provisions of the Warrants
(collectively, the "Warrant Shares") and (ii) 12,602,151 shares of Common
Stock (the "Shares") which may be offered from time to time by the selling
security holders named in the Registration Statement, including 2,857 shares
of Common Stock issuable upon the exercise of certain outstanding options.
In connection with the preparation of the Registration Statement, we have
examined such documents, instruments, records, certificates and matters
as we have considered appropriate and necessary to render this opinion.
We have assumed for the purpose of this opinion the authenticity of all
documents submitted to us as originals and the conformity with the
originals of all documents submitted to us as copies, and the genuineness
of all signatures thereon.
Based on the foregoing and in reliance thereon, it is our opinion that the
Warrant Shares and the Shares have been duly authorized and, after the
Registration Statement becomes effective and after any post-effective
amendment required by law is duly completed, filed and becomes effective
(such Registration Statement as it becomes effective, or, if required to
be post-effectively amended, then as it is so amended, is referred to
hereinafter as the "Final Registration Statement"), and when the applicable
provisions of "Blue Sky" or other state securities laws shall have been
complied with, and when the Warrant Shares and the Shares are issued and/or
sold in accordance with the terms described in the prospectus forming a
part of the Final Registration Statement, the Warrant Shares and the Shares
will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of our opinion as Exhibit 5.1 to the
Registration Statement and further consent to the references to this firm in
the Registration Statement. In giving this consent, we do not hereby admit
that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the rules and regulations of
the Commission thereunder.
<PAGE>
This opinion is rendered solely for your benefit in accordance with the
subject transaction and is not to be otherwise used, circulated, quoted
or referred to without our prior written consent. We are opining herein
as to the effect on the subject transaction only of United States federal
law and the internal (and not the conflict of law) laws of the State of
Delaware, and we assume no responsibility as to the applicability thereto,
or the effect thereon, of the laws of any other jurisdiction.
Very truly yours,
/S/ Coudert Brothers
Exhibit 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of our report dated
March 1, 1996, included in Ramtron International Corporation's Form 10-K for
the year ended December 31, 1995 and to all references to our Firm included in
this Registration Statement.
/S/ Arthur Andersen LLP
Denver, Colorado
December 31, 1996
