As filed with the Securities and Exchange Commission on September 14, 1999
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RAMTRON INTERNATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 84-0962308
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1850 Ramtron Drive, Colorado Springs, Colorado 80921 (719) 481-7000
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(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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L. DAVID SIKES
Chief Executive Officer
Ramtron International Corporation
1850 Ramtron Drive
Colorado Springs, Colorado 80921
(719) 481-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
JOHN A. ST. CLAIR, ESQ.
Coudert Brothers
950 Seventeenth Street, Suite 1800
Denver, Colorado 80202
(303) 607-0888
Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. \ \
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\
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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. \ \
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CALCULATION OF REGISTRATION FEE
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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(1) Unit Price Fee
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Common Stock,
$0.01 par value 1,823,001(2) $2.453 $4,471,821 $1,342
466,337(3) 2.453 1,143,925 343
696,321(4) 2.453 1,708,075 512
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TOTAL $2,197
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(1) In the event of a stock split, stock dividend or similar transaction
involving Ramtron's common stock, in order to prevent dilution, the number
of shares registered shall be automatically increased to cover the
additional shares in accordance with Rule 416(a) under the Securities Act.
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(2) Such shares are (i) 253,723 shares issuable upon conversion of the
currently outstanding shares of Series A Preferred which were issued in
February 1998 to accredited investors in connection with a private
placement of Series A Preferred; (ii) 464,532 shares issuable upon
conversion of the 1,742 shares of Series A Preferred issuable upon
exercise of the Series A Preferred Warrants issued to affiliates of the
placement agents in connection with such private placement; and
(iii) 1,104,746 shares issued in August 1999, upon conversion of shares
of Series A Preferred. Pursuant to Rule 457(g), the registration fee is
based on the average of the high and low prices for Ramtron's common stock
as reported on The Nasdaq SmallCap Market on September 13, 1999.
(3) Such shares were issued in a June 1999 private placement to certain
affiliates of Dimensional Fund Advisors Inc. (the "DFA Affiliates")
pursuant to share repricing rights in Ramtron's December 1997 common stock
purchase agreement with the DFA Affiliates. Pursuant to Rule 457(g), the
registration fee is based on the average of the high and low prices for
Ramtron's common stock as reported on The Nasdaq SmallCap Market on
September 13, 1999.
(4) Such shares are issuable upon conversion of the outstanding principal,
and accrued and unpaid interest, under promissory notes dated July 30,
1999 (the "Convertible Promissory Notes"), Ramtron issued in a private
placement to the DFA Affiliates. Pursuant to Rule 457(g), the
registration fee is based on the average of the high and low prices for
Ramtron's common stock as reported on The Nasdaq SmallCap Market on
September 13, 1999.
Ramtron hereby amends this registration statement on such date or dates as may
be necessary to delay its effective date until Ramtron 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 SEC, acting pursuant to said Section 8(a), may determine.
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Prospectus Subject to Completion, Dated September 14, 1999
RAMTRON INTERNATIONAL CORPORATION
2,985,659 Shares of Common Stock
The Securities Offered Hereby Involve
a High Degree of Risk. See "Risk Factors"
on Page 8 of This Prospectus.
This prospectus relates to 2,985,659 shares of Ramtron International
Corporation's common stock offered by the Selling Security Holders identified
in the "Selling Security Holders" section of this prospectus beginning on page
22. In a private placement in February 1998, we issued and sold 17,425 shares
of our Series A Convertible Preferred Stock (the "Series A Preferred"), of
which 872 shares remain outstanding. In connection with that private
placement, we also issued to affiliates of the placement agents five-year
Preferred Stock Purchase Warrants (the "Series A Preferred Warrants"), all of
which remain outstanding, to purchase 1,742 shares of our Series A Preferred.
On August 6, 1999, we entered into recapitalization agreements with the holders
of a majority of the outstanding Series A Preferred pursuant to which we
restated the rights, preferences and limitations of our Series A Preferred.
Of the 2,985,659 shares to which this prospectus relates, 253,723 shares are
issuable upon conversion of the currently outstanding Series A Preferred;
464,532 shares are issuable upon conversion of the Series A Preferred issuable
upon exercise of the currently outstanding Series A Preferred Warrants; and
1,104,746 shares were issued upon conversion of Series A Preferred pursuant to
the Series A Preferred recapitalization. Also included in the 2,985,659 shares
to which this prospectus relates are 466,337 shares issued to three affiliates
of Dimensional Fund Advisors, Inc. (the "DFA Affiliates") in partial
satisfaction of certain share repricing rights of the DFA Affiliates contained
in our December 1997 common stock purchase agreement with the DFA Affiliates,
and 696,321 shares issuable upon conversion of three promissory notes dated as
of July 30, 1999 (the "DFA Affiliates Convertible Promissory Notes") that we
issued to the DFA affiliates as part of the recapitalization of our Series A
Preferred and in complete satisfaction of the common share repricing purchase
rights of the DFA Affiliates. Our filing of the registration statement of
which this prospectus is a part is intended to satisfy our obligations to the
Selling Security Holders to register for resale shares issued to them and
shares issuable upon conversion of the Series A Preferred, and the DFA
Affiliates Convertible Promissory Notes.
Pursuant to this prospectus, the Selling Security Holders may sell some or all
of the shares they receive from converting some or all of their Series A
Preferred, including Series A Preferred issuable upon exercise of the Series A
Preferred Warrants, or their DFA Affiliates Convertible Promissory Notes to
purchasers, through ordinary brokerage transactions, directly to market makers
of our shares, or through any of the other means described in the "Plan of
Distribution" section of this prospectus beginning on page 25. The Selling
Security Holders, and not Ramtron, will receive all of the proceeds from any
sales of the shares, less any brokerage or other expenses of sale incurred by
them.
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Our common stock is quoted on The Nasdaq SmallCap Market under the symbol
"RMTR."
Neither the Securities and Exchange Commission (the "SEC") nor any state
securities commission has approved or disapproved these securities, or
determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
The information in this prospectus is not complete and may be changed. The
Selling Security Holders may not sell these securities until the related
registration statement filed with the SEC is effective. This prospectus is not
an offer to sell these securities and it is not soliciting an offer to buy
these securities in any state where the offer or sale is not permitted.
The date of this prospectus is September 14, 1999
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TABLE OF CONTENTS
Page
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WHERE YOU CAN FIND MORE INFORMATION 6
RAMTRON 7
RISK FACTORS 8
USE OF PROCEEDS 22
SELLING SECURITY HOLDERS 22
PLAN OF DISTRIBUTION 25
LEGAL MATTERS 26
EXPERTS 26
We have not authorized anyone to give any information or to make any
representations not contained in this prospectus. You should only rely on the
information or representations in this prospectus and in any prospectus
supplement. This prospectus does not offer for sale or purchase any Securities
in any jurisdiction where it would be unlawful to do so. You should only
assume that the information in this prospectus or any prospectus supplement is
accurate as of the date on the front of the relevant document.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You can inspect and copy the registration statement
of which this prospectus is a part, as well as such reports, proxy statements
and other information, at the public reference facilities maintained by the SEC
at Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549, and at the
SEC's regional offices located at Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661, and 7 World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the SEC at Judiciary Plaza, 450 Fifth Street,
N.W., Washington D.C. 20549, at prescribed rates. You may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. We are also required to file electronic versions of these
documents with the SEC, which may be accessed through the SEC's web site at
http://www.sec.gov. Our common stock is quoted on The Nasdaq SmallCap Market.
You may inspect reports, proxy and information statements and other information
about us at The Nasdaq Stock Market at 1735 K Street, N.W., Washington, D.C.
20006.
This prospectus is part of a registration statement on Form S-3 that we filed
with the SEC under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the shares covered by this prospectus. The SEC allows
us to "incorporate by reference" the information in documents we file with it,
which means that we can disclose important information to you by referring you
to those documents. The information incorporated by reference is considered to
be part of this prospectus, and later information filed with the SEC will
update and supersede this information.
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We previously filed the following documents with the SEC, and they are
incorporated by reference in this prospectus:
Our Annual Report on Form 10-K for the year ended December 31, 1998;
Our Quarterly Report on Form 10-Q for the quarters ended March 31, 1999,
and June 30, 1999;
Our Current Reports on Form 8-K, filed with the SEC on March 2, 1999,
May 4, 1999, July 2, 1999, July 21, 1999, and August 31, 1999;
The description of Ramtron's common stock set forth in Item 11 of
Ramtron's registration statement on Form 10, as amended (Registration
No. 0-17739).
All future reports and other documents filed by us pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended.
We will provide to you without charge, on written or oral request, a copy of
any or all of the documents which have been or may be incorporated by reference
in this prospectus (other than exhibits to such documents unless such exhibits
are specifically incorporated by reference into the information this prospectus
incorporates). You should direct any requests for such copies to Ramtron
International Corporation, 1850 Ramtron Drive, Colorado Springs, Colorado
80921, Attention: Chief Executive Officer (Telephone: (719) 481-7000).
This prospectus provides you with a general description of the securities that
may be offered for sale, but does not contain all of the information that is in
the registration statement that we filed with the SEC. Statements contained
herein concerning the provisions of certain documents filed with, or
incorporated by reference in, the registration statement are not necessarily
complete and each such statement is qualified in its entirety by reference to
the applicable document filed with the SEC.
RAMTRON
Ramtron was incorporated under the name "Amtec Securities Corporation" in
January 1984, and changed its name to "Ramtron International Corporation" in
January 1988. Ramtron designs, develops, manufactures and markets speciality
semiconductor memory devices. Ramtron 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
(registered trademark)) products. Our executive offices are located at 1850
Ramtron Drive, Colorado Springs, Colorado 80921, and our telephone number is
(719) 481-7000. Ramtron has two wholly owned subsidiaries: Enhanced Memory
Systems, Inc., established in May 1995, and Ramtron Kabushki Kaisha,
established in July 1996. We formed Enhanced Memory Systems, Inc. to operate
our EDRAM business and Ramtron Kabushki Kaisha to perform sales and marketing
functions within Japan for our products and to act as a liaison between us and
our Japanese alliance partners.
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RISK FACTORS
THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS THAT MAY PROVE NOT TO BE
ACCURATE. This prospectus contains or incorporates "forward-looking
statements" dealing with future events and conditions, including statements
regarding, among other items, Ramtron's business strategy, growth strategy,
future results of operations or financial position and anticipated trends in
our business and industry. We may make additional written or oral forward-
looking statements from time to time in filings with the SEC or otherwise.
When we use the words "believe," "expect," "anticipate," "project" and similar
expressions, this should alert you that the statement is a forward-looking
statement. Forward-looking statements speak only as of the date the statement
is made and are based largely on our expectations. Forward-looking statements
are subject to a number of risks and uncertainties, some of which can not be
predicted or quantified and are beyond our control. Future events and actual
results could differ materially from those set forth in, contemplated by or
underlying the forward-looking statements. Statements in this prospectus, and
made in documents incorporated in this prospectus, including those set forth in
these risk factors, describe factors, among others, that could contribute to or
cause such differences. In light of these risks and uncertainties, there can
be no assurance that the forward-looking information contained in this
prospectus will in fact transpire or prove to be accurate. All subsequent
written and oral forward-looking statements attributable to us or persons
acting on our behalf are expressly qualified in their entirety by this
paragraph.
RAMTRON HAS SUBSTANTIAL WORKING CAPITAL NEEDS AND HAS BEEN DEPENDENT ON ITS
STOCKHOLDERS TO FINANCE ITS OPERATIONS. Since Ramtron's inception, we have
primarily relied on our stockholders to fund our operations because we have
been unable to generate sufficient revenues from sales of our products and
licensing of our proprietary technology. In particular, from 1989 until
February 1995, we relied on funding from Oren L. Benton ("Benton"), a former
principal stockholder, director, and Chief Executive Officer of Ramtron. From
1989 until November 1997, we also depended on funding from the National
Electrical Benefit Fund (the "Fund"), a principal stockholder of Ramtron.
Benton and the Fund financed our cash flow requirements through equity
investments and loans, most of which were subsequently converted into equity.
As a result of Mr. Benton's bankruptcy in 1995, we stopped relying on
Mr. Benton as a source of financing.
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In 1995, we entered into a Debt Conversion Agreement providing for the
conversion into equity of an aggregate of approximately $24 million of our
outstanding debt held collectively by Mr. Benton, the Fund, and BEA Associates,
Inc. ("BEA"), as the holder by assignment of a note issued by us to Mr. Benton
in 1992 in the original principal amount of $12 million. We also entered into
a new loan facility in 1995 with the Fund (the "Fund Credit Facility") for up
to $12 million, which included $3 million made available under a credit
facility the Fund provided to us in March 1995. In December 1995, Mr. Benton
converted additional outstanding debt of approximately $2.7 million into equity
pursuant to the Debt Conversion Agreement. During 1996 and 1997, our
borrowings under the Fund Credit Facility increased to a total principal amount
of $5.5 million. Since March 1998, no additional funds have been available to
us under the Fund Credit Facility and we can no longer rely on the Fund as a
source of additional financing. On August 6, 1999, our Loan Agreement with the
Fund was amended to include the conversion of $1.5 million of accrued interest
to principal. In connection therewith, we paid the Fund the remaining accrued
interest balance of approximately $500,000. The August 6, 1999 amendment also
provided for the extension of the scheduled maturity date of the Loan Agreement
to March 15, 2002. As of August 6, 1999, the total principal and accrued
interest outstanding under the Fund Credit Facility was $7 million.
We also raised funds through the private placement of convertible preferred
stock in 1993, all of which has been converted into common stock. In a
December 1997 private placement, we sold approximately $4 million of our common
stock to affiliates of DFA. In a February 1998 private placement, we sold
$17.425 million of our Series A Preferred to accredited investors. We used the
proceeds from all of these private placements for working capital and general
corporate purposes.
Effective as of July 30, 1999, we issued the DFA Affiliates Convertible
Promissory Notes, having an aggregate principal amount of approximately $3.2
million and due July 31, 2000, in partial consideration of cancellation of
share repricing rights granted to the DFA Affiliates in our December 1997
common stock purchase agreement with them.
Based on our capital resources as of August 31, 1999, and our expected
operating costs and anticipated cash flows from product sales, licensing
revenues and customer-sponsored research and development revenues, we expect to
fund our operations from those sources through at least year-end 1999, although
we may require and expect to seek to obtain additional financing before that
date or soon thereafter. All debt outstanding under the Fund Credit Facility,
repayment of which is secured by liens on our headquarters facility and our
other principal assets, becomes due and payable on March 15, 2002. The DFA
Affiliates Convertible Promissory Notes become due and payable on July 31,
2000. In view of our expected future working capital requirements in
connection with the manufacture and sale of our FRAM and EDRAM products, and
our projected research and development and other operating expenditures, we
will need to seek substantial additional equity or debt financing before or
soon after year-end 1999. We cannot be sure that any additional financing or
other sources of capital will be available to us on acceptable terms, or at
all. Any issuance of common or preferred stock to obtain additional funding
would result in further dilution of existing stockholders' interests in
Ramtron. The inability to obtain additional financing when needed would have a
material adverse effect on our business, financial condition and operating
results and could adversely affect our ability to continue our business
operations.
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WE HAVE EXPERIENCED A HISTORY OF LOSSES, AND ARE CONTINUING TO INCUR LOSSES,
FROM OUR OPERATIONS. Since 1984, Ramtron has engaged primarily in research and
development related to our ferroelectric technology and our FRAM products. To
date, we have had only limited revenues (principally from development and
license agreements) from that technology and FRAM products. In 1997 and 1998,
and through the first six months of 1999, we generated most of our product
revenues from the sale of our EDRAM products, which do not utilize our
ferroelectric technology. As a result of our limited revenues and the
substantial ongoing product research and development costs associated with
developing our FRAM products and commercial manufacturing capabilities for
those products, as well as with designing and developing our EDRAM products, we
have incurred significant losses. We incurred net losses during the first six
months of 1999 of $4.3 million, and net losses of $8.9 million in 1997 and
$16.4 million 1998. As of June 30, 1999, we had an accumulated deficit of $163
million.
We cannot be sure that, even if additional financing becomes available to us,
we will achieve or sustain profitability in the future. Our future revenues
and potential profitability will depend on various factors, including (i) the
timely development and qualification for manufacturing of our higher-density
FRAM products, i.e., FRAM products with memory capacities of 256-kilobits and
greater; (ii) the timely completion of the development and qualification for
manufacturing of our EDRAM products with densities greater than 16-megabits;
(iii) wider customer acceptance of our EDRAM and FRAM products; (iv) our
ability to manufacture our FRAM products on a cost-effective and timely basis
through alliance foundry operations; (v) our ability to obtain sufficient cost-
effective manufacturing capacity for our EDRAM products from our contract
manufacturers; and (vi) factors not directly related to us, such as market
conditions, competition, technological developments, product obsolescence and
changing needs of potential customers in the semiconductor industry in general.
The semiconductor memory products market has a history of declining average
unit sales prices. Future declines in average selling prices of our EDRAM and
FRAM products may surpass the rate at which we can reduce per unit
manufacturing costs, which would have a material adverse affect on our cash
flow, results of operations and financial condition.
We have historically experienced significant quarterly fluctuations in revenues
and operating results and anticipate that such fluctuations will continue. We
attribute these fluctuations, in part, to unpredictable product order flows, a
limited customer base, variations in the timing and receipt of license fees
(which depend on, among other factors, existing economic conditions, and both
our and our licensees achieving certain technological milestones), the time
required for incorporating our products into customers' product designs, and
the ability of our and our customers' products to gain market acceptance.
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WE HAVE HAD LIMITED MARKET ACCEPTANCE OF OUR PRODUCTS. Among other factors,
our success is dependent, first, on our ability to develop and manufacture, and
second, on the market acceptance of, our FRAM and EDRAM products and the time
required to achieve such market acceptance at prices which will produce a
profit for us. Potential customers will be reluctant to integrate our products
into their systems unless our products are reliable, available at competitive
prices, and address our customers' current systems requirements. Additionally,
potential customers need assurances that their demand for our new products can
be met, preferably from multiple sources, in a timely manner. To use our
products effectively, many of our customers must redesign their systems, which
delays and, in some instances, could prevent substantial market acceptance of
our products. A lack of, or delay in, market acceptance of one or more of our
products could have a material adverse affect on our cash flow, operating
results and financial condition.
In the first six months of 1999, we had $1.9 million of FRAM and $6.1 million
of EDRAM product sales. For the year ended December 31, 1998, our product
sales were $2.6 million of FRAM products and $15 million of EDRAM products.
For the year ended December 31, 1997, our product sales were $1.6 million from
FRAM products and $13 million from EDRAM products. We cannot predict or
guarantee the flow or size of future product orders or when revenues from any
such sales will be recognized.
WE ARE DEPENDENT ON SUCCESSFUL FURTHER DEVELOPMENT OF OUR FRAM AND EDRAM
PRODUCTS, WHICH MAY NOT OCCUR. Among other factors, our future success is
dependent on our ability to develop, manufacture and market FRAM and EDRAM
products that address customer requirements and compete effectively in the
market with respect to price, performance and reliability, especially with
respect to our FRAM products. 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. We face substantial product-related risks, including the
risk that commercially acceptable new FRAM products cannot be successfully or
timely developed and manufactured and that significant delays and increased
costs will be encountered in manufacturing such products in volumes required by
our customers. Our development of new products and our ability to "design-in"
such new products to customers' systems can be both time-consuming and costly.
We have experienced significant obstacles in producing acceptable product
yields from integrating our ferroelectric technology with wafer underlayers
using the CMOS process technology. In an effort to overcome those obstacles,
we have entered into strategic alliances with companies having advanced
semiconductor manufacturing processes and facilities. Our further inability to
develop and commercialize high-density FRAM products, or to overcome other
obstacles we may encounter in developing FRAM products, will significantly
limit our ability to gain market acceptance of FRAM products given the rapid
technological progress in developing competing products that have substantially
higher densities. As of June 30, 1999, we were producing, in commercial
quantities, eight versions of 4-kilobit and 16-kilobit FRAM products. With our
strategic licensees, we are continuing our efforts to obtain acceptable
manufacturing product yields of, and to qualify for production in commercial
volumes, additional FRAM products. We cannot, however, provide any assurance
regarding dates of final qualification or commercial production of any new FRAM
products due to uncertainties in the qualification and production processes
relating to our strategic licensees' manufacture of our FRAM products.
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In particular, we need to develop new product designs, materials development
and process technology in order to achieve higher-density FRAM products. Our
FRAM products are designed at our Colorado Springs facility and our low-density
FRAM products are manufactured at an alliance partner's manufacturing facility
using 1.0 micron design rules and a 0.8 micron manufacturing process. Product
manufacturing from our strategic licensees requires sub-micron designs for
memory capacities of 256-kilobits and greater for improved yields and to reduce
the cost of our FRAM products. We believe that our ability to compete in the
FRAM products market will depend in large part on our ability to produce FRAM
products in smaller design parameters. Our inability to successfully produce
FRAM products with smaller design parameters will have a material adverse
effect on our operating results. Because Ramtron does not have, and is not
planning to develop, semiconductor memory manufacturing facilities, we must
rely solely on our existing and future alliance partners' manufacturing
facilities to produce such sub-micron FRAM products on our behalf. All new
FRAM products to be manufactured by our existing alliance partners will be
manufactured using sub-micron designs, although no such products have been
manufactured in commercial quantities to date. We cannot provide any assurance
that we or our alliance partners will be able to develop and produce higher-
density FRAM products profitably or, if so, when such products will be
available in commercial quantities.
Our success in increasing sales of our EDRAM products depends principally on
the timely completion of our development and qualification of new EDRAM
products which continue to meet customer requirements and provide price-
performance advantages over competing products. Other manufacturers of such
competitive semiconductor memory products, many of whom have substantially
greater financial, engineering, manufacturing and marketing capabilities than
us, regularly announce new, more advanced competitive products. Our continued
ability to generate revenues from the sale of EDRAM products will depend on our
successful development, manufacture and marketing of new EDRAM products with
improved price-performance characteristics and the reduction of our EDRAM
product manufacturing costs, and we cannot provide any assurance that we will
be successful in accomplishing the foregoing.
OUR CUSTOMER BASE FOR EDRAM PRODUCTS IS HIGHLY CONCENTRATED. In the first six
months of 1999, approximately 83% of our EDRAM product sales were generated
from three customers. In 1998, approximately 62% of our EDRAM product sales
were generated from three customers. Because our EDRAM customer base is so
concentrated, and because EDRAM product sales represent more than 75% of our
total product sales, any substantial reduction or cancellation of business from
these customers or any significant decrease in the prices of EDRAM products
sold to them could have a material adverse effect on our cash flow, operating
results and financial condition.
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WE CURRENTLY HAVE LIMITED COMMERCIAL MANUFACTURING CAPABILITIES FOR OUR
PRODUCTS. If we are successful in developing new FRAM and EDRAM products, our
revenues, and our opportunity to achieve profitability over the next few years,
will also depend substantially on our ability to obtain from our outside
manufacturers sufficient commercial volumes of such products to fulfill
customers' orders timely and profitably. We do not anticipate that we will
have sufficient capital resources to construct fabrication facilities for the
manufacture of higher-density FRAM products or any EDRAM products in commercial
volumes. Thus, we are and will continue to be dependent on our strategic
licensees, our current contract manufacturers and any future contract
manufacturers we may be able to retain, to develop and make available to us
adequate product manufacturing capability on acceptable terms and consistent
with our license agreements. In particular, the manufacture of our FRAM
products is highly complex and extremely sensitive to many factors, including
the level of contaminants in the manufacturing environment, impurities in the
materials used, and the performance of personnel, materials and equipment
involved in the production process. Often, new semiconductor product
manufacturing processes experience low production yields for a significant
period of time, and we and our licensees and contract manufacturers have
experienced, and continue to experience, substantial production delays and
difficulties in achieving acceptable FRAM product production yields and product
output in commercial volumes. We and our licensee manufacturers must continue
to improve production yields in order to decrease production costs to a level
that permits our FRAM products to be sold at prices that are competitive and
profitable. If consistently acceptable manufacturing yields are not achieved,
then our ability to market and sell our products, as well as our cash flow,
operating results and financial condition will be materially adversely
affected.
WE ARE DEPENDENT ON SUPPLIERS AND THIRD-PARTY MANUFACTURERS FOR OUR FRAM AND
EDRAM PRODUCTS. Due to the high capital costs and manufacturing complexities
associated with commercial production of our FRAM and EDRAM products, we will
continue to depend on outside manufacturers for such products. Our reliance on
outside suppliers and manufacturers involves several risks, including having
less control over the availability of products, delivery schedules, pricing and
quality. We rely currently on the advanced semiconductor manufacturing
processes and facilities of companies with which we have entered into strategic
alliances, Rohm Company Limited ("Rohm") and Fujitsu Limited ("Fujitsu"), for
manufacture of our FRAM products. At this time Rohm is our only strategic
alliance partner producing commercial volumes of FRAM products, and, in June
1999, we extended our supply agreement with Rohm for an additional five years.
Our other strategic alliance partners have experienced significant delays in
commercially producing FRAM products and difficulties in obtaining acceptable
product yields. In addition, existing agreements with our alliance partners do
not require them to manufacture FRAM products in any specified or minimum
quantities. Accordingly, we cannot be sure that any of our other strategic
alliance partners will commence volume manufacturing of FRAM products for us or
that any of our strategic alliance partners will be a long-term supplier of
FRAM products.
Page 13
<PAGE>
We have been, and expect for the near-term to continue to be, limited in our
ability to market our FRAM products to high volume users of nonvolatile memory
storage devices. Delays to date in the manufacture of our FRAM products have
had, and continued further delays will have, a material adverse effect on
developing a market for our FRAM products. For example, as a result of our
relatively low levels of FRAM product sales, we have had to pay, and until our
FRAM products are manufactured in significantly higher volumes expect to
continue to pay, relatively high prices for the assembly and testing of our
FRAM products.
Siemens Semiconductor, now called Infineon Technologies ("Infineon"), and IBM
Corporation ("IBM") are the only manufacturers currently commercially producing
our EDRAM products, although we hold EDRAM products produced by Nippon Steel in
inventory, which we use to fill our customers' commercial orders. IBM only
produces 4-megabit EDRAM products and the market demand for such products has
declined as higher-density competitive products have become generally
available. We have entered into a manufacturing agreement with Infineon to
manufacture our 16-megabit EDRAM products. We do not anticipate entering into
a manufacturing agreement with IBM for the manufacture of 16-megabit products.
Thus, Infineon is currently the only supplier of our 16-megabit products.
If we successfully develop new products, our need for additional manufacturing
capability will be greater than at present. We cannot be sure that we will be
able to obtain such additional capability from our current or new licensees or
contract manufacturers. Should we be unable to obtain necessary additional
manufacturing capability for new products we develop, our cash flow, operating
results and financial condition, as well as our continuing business prospects,
would be materially adversely affected.
WE FACE THE RISK OF LOSING CRITICAL PATENT RIGHTS COVERING OUR FRAM PRODUCTS.
A patent interference proceeding, which was declared in 1991 in the United
States Patent and Trademark Office (the "Patent Office") between us, National
Semiconductor Corporation ("National") and the Department of the Navy in regard
to one of our issued United States patents, is continuing. The patent involved
covers a basic ferroelectric memory cell design invention we believe is
fundamentally important to our FRAM 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 Patent Office conducts an
interference proceeding to determine which party is entitled to the patent
rights covering the invention. In our interference proceeding we are the
"senior" party, which means that we are in possession of the issued United
States Patent and retain all rights associated with such patent, pending the
ultimate outcome of the patent interference proceeding. The other two parties
involved in the interference are "junior" parties, and each has the burden of
proof of 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. Oral arguments were presented
before the Patent Office on March 1, 1996.
Page 14
<PAGE>
The Patent Office decided the interference on May 6, 1997, holding that all of
the claims were patentable to National. The other "junior" party, the
Department of the Navy, was not granted any patent claims pursuant to the
interference proceedings. On June 20, 1997, we filed a Request for
Reconsideration with the Patent Office concerning the interference decision.
Pursuant to the Request for Reconsideration, we requested that four separate
issues be reconsidered. The Patent Office issued a decision on the Request for
Reconsideration on November 19, 1998, holding that all of the claims were
patentable to National. On January 9, 1999, we appealed the Patent Office's
decision on one of the interference counts directly to the Court of Appeals for
the Federal Circuit. We also filed complaints in the Federal District Courts
for the District of Columbia and the District of Delaware, seeking a review of
the Patent Office's decision on the remaining interference counts. We remain
in possession of the issued United States Patent and retain all rights
associated with such patent while we pursue our appeal options.
If our patent rights in the interference proceedings are ultimately lost or
significantly compromised, we would be precluded from producing FRAM products
in the United States using our existing FRAM design architecture, unless we
were able to obtain a suitable license to exploit such rights. If such patent
rights are ultimately awarded to National, and if a license to such rights is
not subsequently entered into with National, National could use the patent to
prevent the manufacture, use or sale by us of any products that come within the
scope of such patent rights in the United States, which would include all of
our FRAM products as currently designed. The loss of our patent rights to
produce our FRAM products as currently designed would have a material adverse
affect on us and our future operations. We have vigorously defended our patent
rights in this interference contest and will continue such efforts. However,
we are uncertain as to, and cannot predict, the ultimate outcome of the
interference proceeding.
WE FACE RISKS ASSOCIATED WITH ENFORCEMENT OF OUR EDRAM PATENTS. In October
1998, we filed a claim for patent infringement in the United States District
Court, Northern District of California against NEC Corporation, NEC
Electronics, Inc. and NEC USA, Inc. (collectively "NEC"). Our complaint claims
that NEC infringed and continues to infringe on certain of our patents by
offering to sell and/or selling NEC's Virtual Channel RAM products, and by
actively inducing others to infringe on our patents without authority or
license from us. The complaint seeks, among other things, relief requiring NEC
to cease its infringement activities and requests damages and other relief be
awarded to us. NEC has responded by denying the infringement claims. NEC also
filed certain counterclaims against us, which were subsequently retracted or
stayed by the Court. We have vigorously pursued our rights pursuant to our
intellectual property and will continue such efforts notwithstanding that
seeking to enforce such rights requires substantial expenditure of our funds
and other resources. In a related action, the United States International
Trade Commission began, in June 1999, an investigation of our complaint that
NEC has infringed two of our EDRAM patents. The ITC investigation is
continuing and we are involved in supporting the ITC in its investigation. We
cannot predict the ultimate outcome of these proceedings. NEC has sought to
have our EDRAM patents invalidated in the infringement proceeding and, if such
invalidation were awarded by the court, our loss of patent protection for our
EDRAM products would materially adversely affect our results of operations and
have a material adverse affect on our future sales of EDRAM products. Also,
our expenditure of funds and allocation of resources to our patent enforcement
efforts, if continued without a successful resolution, will have a material
adverse effect on our cash flow, operating results and financial condition.
Page 15
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WE FACE COMPETITION FROM OTHERS IN THE SEMICONDUCTOR INDUSTRY FOR BOTH OUR
FRAM AND EDRAM PRODUCTS. The semiconductor industry is intensely competitive
and our FRAM and EDRAM products face intense competition from numerous domestic
and foreign companies. We may be at a disadvantage in competing with many of
our competitors that have significantly greater financial, technical,
manufacturing and marketing resources, as well as more diverse product lines
that can provide cash flows counter-cyclical to fluctuations in semiconductor
memory operations.
Our FRAM products compete with existing nonvolatile memory products, such as
EEPROM, Battery Backed Static RAM ("BBSRAM") and Nonvolatile RAM ("NVRAM")
products, in low-density applications. Both low-density and high-density
nonvolatile memory products are manufactured and marketed by major corporations
possessing worldwide wafer manufacturing and integrated circuit production
facilities. Such competitors include ST Microelectronics, Motorola, Inc. and
Hitachi. Our FRAM products also compete with the products of specialized
semiconductor memory product companies, including Dallas Semiconductor, Atmel
Corp., Microchip Technology Inc., Xicor Inc. and Rohm.
In general, our EDRAM products compete with high-performance, speciality DRAM
products, such as FCRAM, CDRAM, RDRAM, VCRAM and MDRAM and, in some
applications, with standard SRAM. Such products are manufactured and sold by
numerous companies, including major corporations possessing worldwide wafer
manufacturing and integrated circuit production facilities, such as Alliance
Semiconductor Corporation, Cypress Semiconductor Corporation, Integrated Device
Technology, Inc., Motorola, Inc., Hitachi, ST Microelectronics, Toshiba,
Fujitsu, Mitsubishi Electric Corporation, Rambus (through licensees), MoSys,
Inc., NEC Corporation, Samsung Electronics Co. Ltd., Hyundai Electronics
Industries Co. Ltd. and Micron Technology, Inc.
In addition, our strategic licensees may market products, which compete with
our FRAM and EDRAM products. Most of our 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 us. For example, as part of our agreements with Hitachi, Rohm,
Toshiba and Fujitsu, we granted each of those companies a royalty-bearing non-
exclusive license to our FRAM technology and know-how, which license includes
the right to manufacture and sell products using FRAM technology. We also
granted IBM a non-exclusive license to manufacture, produce and sell 4-megabit
and 16-megabit EDRAM products in unlimited quantities, which licenses are
royalty-free for internal consumption of EDRAM products and for external sales
up to two times our total sales of EDRAM products. Most of our 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
agreements on a royalty-paying or royalty-free basis.
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<PAGE>
We cannot be sure that our competitors will not develop and offer competitive
products or implement pricing strategies for FRAM and EDRAM products that could
adversely affect our business and operating results. Our ability to compete
successfully depends on our ability to develop low-cost volume production of
our products, which permits our products to be sold at a price that is both
competitive and profitable to us. We must also design products that
successfully address customer requirements if we are to successfully compete.
Our ability to compete also depends on factors beyond our control, including
the rate at which customers incorporate our products into their own products,
our customers' success in selling their products, the successful protection of
our intellectual property, the success of competitors' products and general
market and economic conditions. Other companies, many of which have greater
financial, technological and research and development resources than we do, are
researching and developing semiconductor memory technologies and product
configurations that could reduce or eliminate any future competitive advantages
our products may currently have. We cannot provide any assurance that our
ferroelectric technology will not be supplanted in the future by competing
technology or that we will have the technical capability and financial
resources to be competitive in the semiconductor industry with respect to the
continued design, development and manufacture of either FRAM or EDRAM products.
RAPID TECHNOLOGICAL CHANGES AND FREQUENT NEW PRODUCT INTRODUCTIONS MAY MAKE OUR
PRODUCTS OBSOLETE. 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 foundry manufacturing resources and of product
assembly and testing capacity. The semiconductor 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. In 1998 and the first half of 1999, in particular, the
oversupply of semiconductor memory products in general brought about a
widespread decline in average selling prices. Additionally, economic
conditions outside of the United States could depress market demand for our
products. The economic and financial difficulties experienced in Asia in 1998
could, if such crisis reoccurred, depress market demand for our products
generally, and result in delayed payment of, or failure to pay, licensing fee
receivables by our licensees. The reoccurrence of such crisis could also cause
the delay or cancellation of FRAM product development programs by our strategic
licensees, with the consequent delay or loss of our expected access to a
portion of the foundry capacity of such licensees. If one or more of our
strategic licensees delays or cancels our FRAM product development program, the
delay or cancellation would have a material adverse effect on our business,
operating results and financial condition.
Page 17
<PAGE>
OUR PATENTS AND OTHER INTELLECTUAL PROPERTY PROTECTION MAY NOT PROVIDE US A
COMPETITIVE ADVANTAGE. Although we intend to enforce aggressively our
intellectual property rights, our patents and trade secrets may not preclude
competitors from developing products with features and functionalities similar
or superior to our products. In addition, we cannot be sure that patent or
trade secret protection will be available or be enforceable in any particular
instance or that we will have the financial resources necessary to enforce
adequately our intellectual property rights. The unavailability or
unenforceability of such protection or the inability to enforce adequately our
rights could have a material adverse affect on our business and operating
results. As indicated above, we are currently engaged in one patent
infringement lawsuit and one patent interference proceeding, the outcomes of
which may result in our loss of material patent rights.
In addition to our strategic licensees, we also granted limited worldwide
licenses of our ferroelectric technology to Seiko Epson Corporation of Japan
and Intermetall, Halbleiterwerk der Deutsche ITT Industries GmbH, a subsidiary
of ITT Corporation. These licensees (who have not indicated whether they are
currently developing FRAM products), together with our strategic alliance
partners, have access to some of our proprietary FRAM technology and know-how
and have the right, on a royalty-paying or royalty-free basis, to manufacture
and sell ferroelectric products, which may compete with our products.
Because we operate in a very competitive industry, third parties may claim that
certain of our present or future products infringe the patents or rights of
such third parties. If a third party successfully claims that we are
infringing on its patents, we may be exposed to liability for damages and may
need to obtain licenses relating to third-party technology which is
incorporated in our products. Our inability to obtain such licenses on
acceptable terms or the costs of patent infringement litigation could have a
material adverse affect on us and our financial condition.
WE ARE DEPENDENT ON A RELATIVELY SMALL NUMBER OF KEY PERSONNEL AND MAY NEED TO
ATTRACT ADDITIONAL PERSONNEL. Among other factors, our future success depends
on the continued service of our key technical and management personnel and on
our ability to continue to attract and retain qualified employees. We are
particularly dependent on the highly skilled design, process, materials and
test engineers involved in the development and manufacture of our EDRAM
products and our FRAM products and processes. At June 30, 1999, we had
approximately 85 of our personnel engaged in such work. The competition for
such personnel is intense, and the loss of key employees (including executive
officers), or our inability to attract additional qualified personnel in the
future, could have both an immediate and a long-term adverse effect on us.
Although our executive officers have employment agreements with us, there can
be no assurance that we can retain them in the future. In addition, none of
our employees have entered into post-employment non-competition agreements with
us and, therefore, such employees are not contractually restricted from
providing services to our competitors.
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<PAGE>
OUR BUSINESS IS SUBJECT TO STRICT ENVIRONMENTAL REGULATIONS AND LEGAL
UNCERTAINTIES. Federal, state and local regulations impose various
environmental controls on the discharge of chemicals and gases used in our
manufacturing processes. We believe that we have taken all necessary steps to
ensure that our activities comply with all applicable environmental rules and
regulations. Although our operations have not been materially impacted by the
cost of environmental compliance, we can provide 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 us to comply with such environmental rules and
regulations regarding the discharge of hazardous substances could subject us to
serious liabilities and could have a material adverse affect on our
manufacturing operations.
THE VOLATILITY AND CURRENT PRICE LEVELS OF OUR STOCK MAY LIMIT OUR ABILITY TO
OBTAIN ADDITIONAL NEEDED CAPITAL. The market price of our common stock has
been extremely volatile during 1998 and to date in 1999, and we expect that the
volatility of the market price of our common stock, as well as our success, or
lack of success, in implementing our strategic and business plans, could
continue to affect adversely our ability to obtain additional equity financing
in the near-term. During the 1998 calendar year, the closing bid price for our
common stock on The Nasdaq Stock Market ranged from $5.75 to $0.25 per share.
From the beginning of 1999 through July 31, 1999, the price of our common stock
ranged from a high of $ .938 on June 18, 1999 to a low of $ .406 on March 15,
1999. The foregoing prices do not reflect the one-for-five reverse stock split
we effected in August 1999. We believe that the volatility in our stock price
may have been caused in part by factors unrelated to our operating performance,
including stock market conditions affecting stocks of technology companies
generally, the number of shares of our common stock available for sale by
existing stockholders and the uncertainty surrounding the ultimate number of
common shares to be issued pursuant to conversions by our Series A Preferred
stockholders. Although our recent restructuring of the Series A Preferred,
which, among other things, fixed the conversion rate of the Series A Preferred,
as well as the one-for-five reverse stock split effected on August 6, 1999,
were intended to stabilize the market price for our common stock, we can
provide no assurance that these actions will have that effect because there are
numerous other factors and contingencies, some of which are beyond our control,
that affect the market price for our common stock.
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OUR COMMON STOCK MUST COMPLY WITH A MINIMUM BID PRICE OF $1.00 PER SHARE TO
REMAIN LISTED ON THE NASDAQ SMALLCAP MARKET. Our common stock must comply with
a minimum bid price of $1.00 per share to remain listed on The Nasdaq SmallCap
Market. On December 2, 1998, the Nasdaq Listing Qualifications Department
notified us in writing that our common stock had failed to maintain a closing
bid price greater than or equal to $1.00 per share for the preceding 30 days,
and that failure to maintain a closing bid price of at least $1.00 per share
for a minimum of ten consecutive trading days within ninety days from the date
of the letter would result in the delisting of our common stock as a Nasdaq
National Market security. On April 30, 1999, at our request, the Nasdaq
Listing Qualifications Panel (the "Nasdaq Panel") held a hearing regarding the
possible delisting of our common stock. The Nasdaq Panel expressed its lack of
confidence in our ability to sustain compliance with the requirements for
continued listing on The Nasdaq National Market, but it expressed confidence in
our ability to comply with the requirements for continued listing on The Nasdaq
SmallCap Market after the restructuring of the Series A Preferred and the one-
for-five reverse stock spit were implemented. Accordingly, the Nasdaq Panel
transferred the listing of our common stock to The Nasdaq SmallCap Market
effective June 23, 1999, where it will continue to be listed. The delisting of
our common stock from The Nasdaq SmallCap Market would likely adversely affect
the trading and liquidity of our common stock as well as adversely affect our
ability to raise capital in the future. In the event of such delisting, we
would seek to cause our common stock to be quoted in the "pink sheets"
maintained by the National Quotation Bureau, Inc. or the NASD Electronic
Bulletin Board, and the spread between the "bid" and "asked" prices of the
shares of common stock quoted by market makers is likely to be greater than it
is at present, causing stockholders to experience a greater degree of
difficulty in trading their shares of common stock. Additionally, many
institutional investors, either by choice or investment policy, will not invest
in shares of companies not listed on a national securities exchange or Nasdaq.
EFFECTING A CHANGE OF CONTROL COULD BE DIFFICULT DUE TO THE CONCENTRATION OF
STOCK OWNERSHIP. As of August 31, 1999, the Fund and the NTC and Benton
Liquidating Trusts together beneficially owned or controlled approximately
17.5% and 13.2%, respectively, of our outstanding common stock. Although we
are not aware of any agreement among those parties to act together, their
concentration of ownership may have the effect of delaying, deferring or
preventing a change in control of Ramtron, or, if such shares are sold, may
directly or indirectly effect a change in control of Ramtron. The trustee of
the NTC and Benton Liquidating Trusts has described the business of the trusts
as being the liquidation of the trusts' assets in order to distribute the
proceeds of such liquidation to the trusts' beneficiaries. Any program by the
NTC and Benton Liquidating Trusts to dispose of a substantial amount of their
shares of our common stock in the open market could have an adverse impact on
the market for our common stock, as discussed below under "A large percentage
of our outstanding shares are eligible for future sale."
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<PAGE>
A LARGE PERCENTAGE OF OUR OUTSTANDING SHARES ARE ELIGIBLE FOR FUTURE SALE.
Sales of substantial amounts of our common stock in the public market, or the
availability of such securities for sale in the public market, could have a
material adverse affect on the market price of our common stock. As of
August 31, 1999, after giving effect to the one-for-five reverse stock split
effected on August 6, 1999, 13,656,606 shares of our common stock were issued
and outstanding. Of those shares, excluding the shares offered by this
prospectus, approximately 9,167,486 shares were freely tradable without
restriction or pursuant to an effective registration statement under the
Securities Act, and approximately 2,918,037 shares, most of which were held by
Ramtron's "affiliates," could be publicly sold under Rule 144 promulgated under
the Securities Act, subject to compliance with the notice requirements and
volume restrictions of Rule 144. Upon the effectiveness of the registration
statement of which this prospectus is a part, and as long as such registration
statement remains effective, 466,337 shares held by the DFA Affiliates, 718,255
shares issuable upon conversion of the Series A Preferred, including conversion
of the Series A Preferred issuable upon exercise of the Series A Preferred
Warrants, 1,104,746 shares issued on August 16, 1999, pursuant to conversions
of Series A Preferred, and 696,321 shares issuable upon conversion of the DFA
Affiliates Convertible Promissory Notes may be sold. As of August 31, 1999,
approximately 1,227,232 shares were subject to issuance upon exercise of
options granted under Ramtron'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 the Rule 144 notice requirements and volume
restrictions, will be eligible for immediate resale in the public market upon
exercise of such options. As of the same date, approximately 1,840,896 shares
were also subject to issuance upon exercise of other outstanding warrants, of
which 342,956 shares have been registered for immediate resale in the public
market and of which the remaining 1,497,940 are held by affiliates and the
resale of which must either be registered or satisfy the holding period, notice
requirements and volume restrictions of Rule 144. Ramtron has agreed to use
its best efforts to register for resale under the Securities Act any shares of
common stock held by the Fund or issued upon exercise of warrants held by the
Fund or conversion of the indebtedness outstanding under the Fund Credit
Facility. As of August 31, 1999, 1,638,679 shares were held by the Fund,
905,697 shares were issuable upon exercise of warrants held by the Fund, as
mentioned above, and 1,407,978 shares were issuable upon conversion of the
indebtedness outstanding under the Fund Credit Facility.
WE MAY ISSUE ADDITIONAL PREFERRED STOCK. Ramtron 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 Ramtron's stockholders. As of August 31, 1999, 872 shares of Series A
Preferred were outstanding and 1,742 were reserved for issuance pursuant to the
Series A Preferred Warrants. We may seek to obtain new capital by issuing
additional shares of Preferred Stock. Our issuance of additional shares of
Preferred Stock could further affect the rights of the holders of common stock.
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 belonging to common stock. Additionally, our
authority to issue Preferred Stock could be used to discourage attempts by
others to obtain control of or acquire Ramtron by making such attempts more
difficult or costly to achieve.
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WE MAY FACE YEAR 2000 RISKS. Our business utilizes software and related
technologies and we rely on suppliers of services and materials that will be
affected by the date change to the year 2000. The Year 2000 issue exists
because many computer systems and applications currently use two-digit fields
to designate a year. As the century date change occurs, date sensitive systems
will recognize the year 2000 as 1900, or not at all. This inability to
recognize the year 2000 may cause systems to process critical financial and
operational information incorrectly. We have determined that certain of our
software and hardware will need to be replaced or updated so that our computer
systems operate properly with respect to dates both prior to and after the year
2000. We believe that by updating our software or replacing or modifying
certain non-compliant hardware, the Year 2000 issue will not pose a significant
operational problem for our computer systems. If updates, replacements or
modifications of our computer systems are not made in a timely manner, the Year
2000 issue could have a material impact on our operations. We believe that our
primary exposure from the Year 2000 issue lies in our product test equipment
and the year 2000 readiness of major suppliers and subcontractors. Failure to
properly address these exposures for Year 2000 compliance could result in
delays in product deliveries during the period immediately following
December 31, 1999. We believe the worst case scenario would be that one or
several of our subcontractors are unable to supply product or services to us
for an extended period of time, which could exhaust our product inventories and
cause delays in customer product shipments. We are currently assessing the
extent to which our operations are vulnerable from interactions with our
vendors, customers and financial institutions should such organizations fail to
properly remediate their computer systems. While we believe our planning
efforts are adequate to address our Year 2000 concerns, there can be no
guarantee that the computer systems of other companies on which our systems and
operations rely will be converted on a timely basis. Any failures in timely
conversion by such other companies could have a material adverse effect on our
business, results of operations and financial condition. We believe that we
have no exposure to contingencies related to the Year 2000 issue for the
products we manufacture and sell.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares of common
stock offered by the Selling Security Holders.
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 August 16, 1999,
(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. The
information set forth below is based on information provided by the Selling
Security Holders. None of the Selling Security Holders has had a material
relationship with Ramtron within the past three years, other than as a result
of the ownership of our shares.
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No. of Shares
Beneficially Owned Shares Beneficially
Prior to Offering(1) No. of Owned After Offering(2)
Name of Selling ------------------- Shares -----------------------
Security Holder Number % Offered(1) Number %
- --------------- ------ --- --------- ------ ---
DFA Group Trust - 610,251 4.4% 610,251 0 0
Small Company
Subtrust
U.S. 9-10 Small 318,568 2.3 318,568 0 0
Company Portfolio
DFA Group Trust - 233,839 1.7 233,839 0 0
6-10 Subtrust
Linda S. Cappello 104,266 * 104,266 0 0
Gerard K. Cappello 75,411 * 75,411 0 0
Jonathan Davidson 58,133 * 58,133 0 0
James W. Montgomery 87,200 * 87,200 0 0
Living Trust
Kim Enterprises, 87,200 * 87,200 0 0
L.P.
Lawrence K. 58,133 * 53,133 0 0
Fleischman
Crisostomo B. 47,137 * 47,137 0 0
Garcia Trust
Laredo Capital 11,622 * 11,622 0 0
Partners
LICAP Partners 20,340 * 20,340 0 0
SIL Nominees Ltd. 241,174 1.8 241,174 0 0
Alfred Romano 4,358 * 4,358 0 0
Earl E. Gales, Jr. 20,340 * 20,340 0 0
Triton Capital 87,290 * 87,290 0 0
Holdings, Ltd.
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<PAGE>
JMG Capital 87,290 * 87,290 0 0
Partners, L.P.
Lisa G. Shine 3,777 * 3,777 0 0
Loretta Hirsh Shine 3,777 * 3,777 0 0
Paul Rajewski 19,758 * 19,758 0 0
Fayerweather 45,910 * 45,910 0 0
Associates
Anvil Investment 25,570 * 25,570 0 0
Partners, L.P.
Lawrence Kaplan & 5,230 * 5,230 0 0
Helaine Kaplan, J/T
Jerry Kaplan 4,358 * 4,358 0 0
Stanley A. Kaplan 5,230 * 5,230 0 0
Ronald H. Means 9,298 * 9,298 0 0
KEYWAY Investments, 14,528 * 14,528 0 0
Ltd.
Real A. Rouillard 17,458 * 17,458 0 0
George R. Wong 14,548 * 14,548 0 0
CC Investments, LDC 663,665 4.9 663,665 0 0
- ------------
* Less than one percent.
(1) The actual number of shares of common stock shown as beneficially owned
and offered hereby, and included in the registration statement of which
this prospectus is a part, includes such additional number of shares of
common stock as may be issued or issuable upon conversion of Series A
Preferred by reason of any stock split, stock dividend or similar
transaction involving the common stock in order to prevent dilution, all
in accordance with Rule 416(a) under the Securities Act.
(2) For each Selling Security Holder, assumes that all of the shares covered
by this prospectus are sold or otherwise disposed of and that no other
shares are acquired or sold by the Selling Security Holder.
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PLAN OF DISTRIBUTION
The Selling Security Holders may from time to time sell the shares offered by
the Selling Security Holders to purchasers directly in one or more transactions
at a fixed price, which may be changed, at varying prices determined at the
time of sale or at negotiated prices. Such prices will be determined by the
Selling Security Holders of such shares or by agreement between such holders
the purchasers.
Any of the Selling Security Holders may from time to time offer shares
beneficially owned by them through underwriters, dealers or agents, who may
receive compensation in the form of underwriting discounts, commissions or
concessions from the Selling Securities Holders and the purchasers of the
shares for whom they may act as agent. Each Selling Security Holder will be
responsible for the payment of discounts, commissions and concessions of
underwriters, dealers or agents. The aggregate proceeds to the Selling Security
Holders from the sale of the shares offered by them hereby will be the purchase
price of such shares less such discounts, commissions and concessions, if any.
Each of the Selling Security Holders reserves the right to accept and,
together with their agents from time to time, to reject, in whole or in part,
any proposed purchase of shares to be made directly or through agents.
Alternatively, the Selling Security Holders may sell all or a portion of the
shares beneficially owned by them and offered hereby from time to time on any
exchange on which the shares are listed on terms to be determined at the times
of such sales. The Selling Security Holders may also make private sales
directly or through a broker or brokers. Transactions through broker-dealers
may include block trades, in which brokers or dealers will attempt to sell the
shares as agent for the Selling Security Holder, but may position and resell
the block as principal to facilitate the transaction, or one or more
underwritten offerings on a firm commitment or best effort basis.
From time to time, the Selling Security Holders may transfer, pledge, donate or
assign some or any of their shares to lenders or others and each of such
persons will be deemed to be a Selling Security Holder in respect of such
shares for purposes of the prospectus included in this registration statement.
The number of the Selling Security Holders' shares beneficially owned by a
selling stockholder who transfers, pledges, donates or assigns shares will
decrease as and when they take such actions. The plan of distribution for
selling stockholders' shares sold hereunder will otherwise remain unchanged,
except that the transferees, pledgees, donees or other successors will be
Selling Security Holders hereunder in respect of such shares received by them.
The Selling Security Holders may enter into hedging transactions with broker-
dealers, and the broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with such Selling Security Holders,
including, without limitation, in connection with distributions of the shares
by such broker-dealers. In addition, the Selling Security Holders may, from
time to time, sell short shares, and, in such instances, the prospectus
included in this registration statement may be delivered in connection with
such short sales and the shares offered by the Selling Security Holders
hereunder may be used to cover such short sales. The Selling Security Holders
may also enter into option or other transactions with broker-dealers that
involve the delivery of the shares to the broker-dealers, who may then resell
or otherwise transfer such shares. The Selling Security Holders may also loan
or pledge the shares to a broker-dealer and the broker-dealer may sell the
shares as loaned or upon a default may sell or otherwise transfer the pledged
shares.
Page 25
<PAGE>
The Selling Security Holders and any underwriters, dealers or agents that
participate in the distribution of the shares offered by the Selling Security
Holders may be deemed to be underwriters within the meaning of the Securities
Act, and any discounts, commissions or concessions received by them and any
provided pursuant to the sale of shares by them might be deemed to be
underwriting discounts and commissions under the Securities Act.
In addition, any shares owned by the Selling Security Holders and included in
this prospectus which qualify for sale pursuant to Rule 144 or Rule 144A of the
Securities Act may be sold under Rule 144 or Rule 144A rather than pursuant to
this prospectus. We can not be sure that any Selling Security Holder will sell
any or all of the shares offered hereunder, and any Selling Security Holder may
transfer, devise or gift such shares by other means not described herein.
To the extent required, the specific shares to be sold, the names of the
Selling Security Holders, the respective purchase prices and public offering
prices, the names of any agent, dealer or underwriter, and any applicable
commissions or discounts with respect to a particular offer and sale will be
set forth in an accompanying prospectus supplement or, if appropriate, a post-
effective amendment to the registration statement of which this prospectus is a
part.
We entered into agreements in connection with the private placement of our
securities which required us to register the Selling Security Holders' shares
under applicable federal and state securities laws. Those agreements provide
for cross-indemnification of the Selling Security Holders and us and our and
their respective directors, officers and controlling persons against certain
liabilities in connection with the offer and sale of the shares, including
liabilities under the Securities Act, and to contribute to payments the parties
may be required to make in respect thereof.
We will pay substantially all of the expenses incurred by the Selling Security
Holders and us incident to the offering and sale of the shares under this
prospectus, excluding any underwriting discounts or commissions. Ramtron will
not receive any of the proceeds from the sale of the shares offered by the
Selling Security Holders hereunder.
LEGAL MATTERS
The validity of our shares offered by this prospectus will be passed upon for
Ramtron by Coudert Brothers, Denver, Colorado.
EXPERTS
The audited financial statements and schedule incorporated by reference in this
prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said report.
Page 26
<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.
SEC registration fee $ 2,197
Accounting fees and expenses 6,000
Legal fees and expenses 35,000
Miscellaneous expenses 10,000
-------
Total $53,197
=======
Item 15. Indemnification of Directors and Officers
We have adopted provisions in our Certificate of Incorporation that limit the
liability of our 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 Ramtron 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.
Our Bylaws also provide that we shall indemnify our directors and officers to
the fullest extent permitted by Delaware law, including circumstances in which
indemnification is otherwise discretionary under Delaware law. We also
maintain on behalf of our directors and officers insurance protection against
certain liabilities arising out of the discharge of their duties.
In an Indemnification Agreement entered into in March 1990 between Oren L.
Benton, at that time a principal stockholder and former director of Ramtron,
and George J. Stathakis, a director of Ramtron, 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 Ramtron. We have
not determined what effect, if any, Mr. Benton's bankruptcy had on such
agreement.
Page 27
<PAGE>
In a Consulting Agreement entered into in January 1990 among the Fund,
William G. Tull, one of our directors, 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 our Board of Directors,
provided that such claims may not involve either a breach of fiduciary
responsibility under the Employee Retirement and Income Security Act of 1974 or
liability for willful misconduct, bad faith or negligence. Pursuant to a Stock
and Warrant Purchase Agreement that we entered into with the Fund in March 1989
(the "1989 Fund Purchase Agreement"), we 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 we are 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.
In connection with this offering, the Selling Security Holders have agreed to
indemnify Ramtron, its directors and officers, and each person who controls
Ramtron against any and all liability arising from inaccurate information
provided to us by the Selling Security Holders and included in this
registration statement and the prospectus contained herein, or in any
amendments or supplements to such registration statement or prospectus.
Insofar as indemnification for liability arising under the Securities Act may
be permitted to directors, officers and controlling persons of Ramtron pursuant
to the foregoing provisions, or otherwise, Ramtron has been advised that in the
opinion of the SEC such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
Ramtron of expenses incurred or paid by a director, officer or controlling
person of Ramtron 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, Ramtron 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 Securities Act and will be governed
by the final adjudication of such issue.
Item 16. Exhibits and Financial Statement Schedules
Exhibit
Number
-------
3.1(i) Certificate of Amendment of Certificate of
Incorporation in regard to recapitalization
of Series A Convertible Preferred Stock as
filed on August 6, 1999.(1)
3.1(ii) Certificate of Amendment of Certificate of
Incorporation in regard to Common Stock
Reverse Stock Split filed on August 6, 1999.(1)
Page 28
<PAGE>
10.1 Preferred Stock Recapitalization Agreement
between the majority of the Series A Preferred
Stockholders and the Registrant dated July 30,
1999.(1)
10.2 Supplemental Exchange Rights Agreement between
the majority of the Series A Preferred
Stockholders and the Registrant dated July 30,
1999.(1)
10.3 Form of Optional Election between the
Series A Preferred Stockholders and the
Registrant.(1)
10.4 DFA Stockholders Recapitalization Agreement
between the DFA Affiliates: DFA Group Trust-6-10
Subtrust, DFA Group Trust - Small Company
Subtrust, and U.S. 9-10 Small Company Portfolio,
and the Registrant dated as of July 30, 1999.(1)
10.5 Promissory Note in the amount of $648,369
issued to DFA Affiliate, DFA Group Trust - 6-10
Subtrust, by the Registrant dated July 30,
1999.(1)
10.6 Promissory Note in the amount of $1,692,046
issued to DFA Affiliate, DFA Group Trust - Small
Company Subtrust, by the Registrant dated
July 30, 1999.(1)
10.7 Promissory Note in the amount of $883,297
issued to DFA Affiliate, U.S. 9-10 Small Company
Portfolio, by the Registrant dated July 30,
1999.(1)
99.1 Unaudited Pro Forma Condensed Consolidated
Financial Statements.(1)
5.1 Opinion of Coudert Brothers
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Coudert Brothers (included in Exhibit 5.1)
24.1 Power of Attorney (see page 31 of this registration
statement).
- -----------
(1) Incorporated by reference to the Registrant's Current Report on Form 8-K
filed with the SEC on August 31, 1999.
Page 29
<PAGE>
Item 17. Undertakings
Ramtron 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;
(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 SEC 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 SEC
by Ramtron pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each 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.
(3) 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.
(4) That, for purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in the
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.
Page 30
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ramtron 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 September 14, 1999.
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 Richard L. Mohr, 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 SEC,
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 9-14-99
- ------------------ Executive Officer
L. David Sikes
/S/ Greg B. Jones Director, President and 9-14-99
- ----------------- Chief Operating Officer
Greg B. Jones
/S/ William G. Howard Director 9-14-99
- ---------------------
William G. Howard
/S/ Albert J. Hugo-Martinez Director 9-14-99
- ---------------------------
Albert J. Hugo-Martinez
Page 31
<PAGE>
/S/ George J. Stathakis Director 9-14-99
- -----------------------
George J. Stathakis
/S/ William G. Tull Director 9-14-99
- -------------------
William G. Tull
/S/ Eric A. Balzer Director 9-14-99
- ------------------
Eric A. Balzer
/S/ Richard L. Mohr Executive Vice President, 9-14-99
- ------------------- Chief Financial Officer and
Richard L. Mohr Secretary
Page 32
<PAGE>
September 14, 1999
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 (the
"Company"), in connection with the preparation of a registration statement on
Form S-3 (the "Registration Statement"), under the Securities Act of 1933, as
amended (the "Securities Act"), being filed with the Securities and Exchange
Commission (the "Commission") on September 14, 1999, in connection with the
registration of 2,985,659 shares (the "Shares") of the Company's common stock,
par value $0.01 per share (the "Common Stock"), which Shares are to be offered
and sold from time to time by certain stockholders of the Company (the "Selling
Security Holders"). Included in the 2,985,659 Shares being registered pursuant
to the Registration Statement are: (i) 253,723 Shares which may be issued by
the Company upon conversion of the currently outstanding shares of the
Company's Series A Convertible Preferred Stock, $0.01 par value per share (the
"Series A Preferred"), issued in February 1998 to accredited investors in a
private placement; (ii) 464,532 Shares which may be issued by the Company upon
conversion of the Series A Preferred issuable upon exercise of the currently
outstanding Series A Preferred Warrants issued to affiliates of the placement
agents in connection with such private placement; (iii) 1,104,746 Shares issued
in August, 1999, upon conversion of shares of Series A Preferred; (iv) 466,337
Shares issued in a June 1999 private placement to three affiliates of
Dimensional Fund Advisors, Inc. (the "DFA Affiliates"), pursuant to share
repricing rights in the Company's common stock purchase agreement entered into
with the DFA Affiliates in connection with the Company's December 1997 private
placement with the DFA Affiliates; and (v) 696,321 Shares which may be issued
by the Company upon conversion of the outstanding principal, and accrued and
unpaid interest, under promissory notes dated July 30, 1999 (the "Convertible
Promissory Notes"), issued by the Company in a private placement to the DFA
Affiliates.
Page 33
<PAGE>
In connection with the preparation of the Registration Statement we have made
certain legal and factual examinations and inquiries and examined, among other
things, such documents, instruments, records, agreements, 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. As to various questions of fact material to this opinion, we have,
when relevant facts were not independently established, relied, to the extent
deemed proper by us, upon certificates and statements of officers and
representatives of the Company.
Based on the foregoing and in reliance thereon, it is our opinion that the
Shares have been duly authorized and when, in the case of the Shares referred
to in items (i), (ii) and (v) in the first paragraph above, such Shares are
issued in accordance with the terms of the instruments providing for the
issuance thereof, and, in the case of all of the Shares, such Shares are sold
in accordance with the prospectus forming a part of the effective Registration
Statement, 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, or the rules and regulations of the Commission
thereunder.
We are opining herein as to the effect on the subject transaction only of
United States federal law and the General Corporation Law 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
COUDERT BROTHERS
Page 34
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 5, 1999
included in Ramtron International Corporation's Form 10-K for the year ended
December 31, 1998 and to all references to our Firm included in this
registration statement.
/S/ Arthur Andersen LLP
Denver, Colorado,
September 14, 1999
Page 35
<PAGE>
See Page 31 of this Registration Statement
Page 36
<PAGE>
