As filed with the Securities and Exchange Commission on July 24, 2000
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. \ \
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 952,380(2) $20.97 $19,971,409 $5,272
25,000(3) 17.00 425,000 112
372,243(4) 5.00 1,861,215 491
220,000(5) 5.00 1,100,000 290
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TOTAL $6,165
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(1) In the event of a stock split, stock dividend or similar transaction
involving our 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 were issued to William Michael Mushkin and Elizabeth Loring
Crane on June 14, 2000, pursuant to an Agreement and Plan of Merger dated
May 11, 2000, among Ramtron, Mushkin Inc., William Michael Mushkin and
Elizabeth Loring Crane. Pursuant to Rule 457(c), the registration fee for
such securities has been calculated as the average of the high and low
prices reported on the NASDAQ SmallCap Market on July 20, 2000.
(3) Such shares are issuable for the price of $17.00 per share upon exercise
of certain of warrants issued to Jan-Charles Fine on March 9, 2000,
pursuant to a services agreement dated as of January 15, 2000, as amended,
between Ramtron and Pro Tem Partners, Inc. Pursuant to Rule 457(g), the
registration fee for such securities has been calculated based upon the
exercise price of such warrants.
(4) Such shares are issuable for the price of $5.00 per share upon exercise of
certain of the warrants issued to the NTC Liquidating Trust on August 31,
1995, as amended pursuant to an amendment agreement dated as of
December 20, 1999. Pursuant to Rule 457(g), the registration fee for such
securities has been calculated based upon the exercise price of such
warrants.
(5) Such shares are issuable for the price of $5.00 per share upon exercise of
certain warrants transferred by the NTC Liquidating Trust to JEB
Investments, Ltd. and JEB Partners, L.P. on February 11, 2000. Pursuant
to Rule 475(g), the registration fee for such securities has been
calculated based upon the exercise price of such warrants.
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 July 24, 2000
RAMTRON INTERNATIONAL CORPORATION
1,569,623 Shares of Common Stock
The Securities Offered Hereby Involve
a High Degree of Risk. See "Risk Factors"
on Page 9 of This Prospectus.
This prospectus relates to 1,569,623 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. Pursuant to an Agreement and Plan of Merger dated May 11, 2000, among
Ramtron International Corporation, Mushkin Inc., RIC MI Acquisition Inc.,
William Michael Mushkin and Elizabeth Loring Crane, we issued 952,380 shares of
our Common Stock to William Michael Mushkin and Elizabeth Loring Crane. In
connection with the services agreement dated as of January 15, 2000, as
amended, with Pro Tem Partners, Inc., we issued to Selling Shareholder
Jan-Charles Fine warrants to purchase 25,000 shares of our common stock for
$17.00 per share. NTC Liquidating Trust is the holder of warrants to purchase
372,243 shares of the Company's Common Stock for $5.00 per share issued in
connection with Ramtron's 1995 debt conversion agreement, as amended in
December 1999, with NTC Liquidating Trust's predecessor in interest. JEB
Investments, Ltd. and JEB Partners, L.P. are holders of warrants to purchase
220,000 shares of our common stock pursuant to an agreement dated February 11,
2000 between the NTC Liquidating Trust, and JEB Investments, Ltd. and JEB
Partners, L.P., pursuant to which the NTC Liquidating Trust transferred those
warrants to the JEB entities. 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 exercise of the warrants mentioned above. Each of NTC
Liquidating Trust, JEB Investments, Ltd. and JEB Partners, L.P. has entered
into a Warrants Exercise and Registration Rights Agreement with Ramtron
pursuant to which such Selling Shareholders have agreed to exercise the
warrants referred to above in certain circumstances.
Pursuant to this prospectus, the Selling Security Holders may sell some or all
of the shares they hold and some or all of the shares they receive upon
exercise of some or all of their warrants 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 23. 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. We received all of the capital stock
of Mushkin Inc. pursuant to the Mushkin Inc. Agreement and Plan of Merger
referred to above, and we will receive as the exercise price of the warrants
described above up to $3,386,215 if the Selling Security Holders exercise all
of such warrants.
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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 July XX, 2000
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TABLE OF CONTENTS
Page
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WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . 7
RAMTRON . . . . . . . . . . . . . . . . . . . . . . . . . . 8
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . 9
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . 22
SELLING SECURITY HOLDERS . . . . . . . . . . . . . . . . . 22
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . 23
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . 25
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . 25
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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.
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, 1999;
Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;
Our Current Reports on Form 8-K, filed with the SEC on February 18,
March 17, May 16, June 15, June 20 and July 24, 2000;
The description of our common stock set forth in Item 11 of our
registration statement on Form 10, as amended (Registration No. 0-17739);
and
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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. Our executive offices are located at 1850 Ramtron Drive,
Colorado Springs, Colorado 80921, and our telephone number is (719) 481-7000.
We design, develop, manufacture and market specialty semiconductor memory
devices. We have 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 ferroelectric technology combines ferroelectric material with
standard semiconductor chip design and manufacturing technology to provide
nonvolatile memory products with unique performance characteristics and
properties. Our FRAM devices combine data non-volatility with the benefits of
random access memory (RAM) devices including a high number of read and write
cycles, high speed for both read and write functions and low power consumption.
Our EDRAM products were developed to address the access and retrieval speed
limitations of standard DRAM memory products and the high costs associated with
high-speed SRAM memory products. These products are manufactured with standard
DRAM manufacturing processes. Ramtron has two wholly owned subsidiaries:
Ramtron Kabushki Kaisha, established in July 1996 and Mushkin Inc., acquired on
June 14, 2000. We formed 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. We acquired Mushkin Inc. in
order to acquire ownership and control of a significant distributor of some of
our products. In addition, we have one 80% owned subsidiary, Enhanced Memory
Systems, Inc. We formed Enhanced Memory Systems, Inc. in 1995 as a wholly
owned subsidiary to operate our EDRAM business. A 20% interest in Enhanced
Memory Systems, Inc. was sold to Infineon Technologies AG in exchange for the
grant by Infineon to us of a non-exclusive world-wide license to certain DRAM
technology and an agreement to provide certain foundry services.
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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 cannot 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.
RISKS RELATING TO OUR BUSINESS
WE HAVE SUBSTANTIAL WORKING CAPITAL NEEDS AND HAVE BEEN DEPENDENT ON OUR
STOCKHOLDERS TO FINANCE OUR 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. This funding has been obtained
principally from our issuance in private placements of common stock,
convertible debt instruments and convertible equity securities. 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 believe that we will need to
seek additional equity or debt financing in the second half of 2000 or early in
2001. 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 and EDRAM
products. To date, we have had only limited revenues (principally from
development and license agreements) from our ferroelectric technology and FRAM
products. In 1997, 1998, and 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 and
EDRAM products and our efforts to develop commercial manufacturing capabilities
for those products, we have incurred significant losses. We incurred net
losses during the first three months of 2000 of $3.0 million, and net losses
of $16.4 million in 1998 and $6.2 million 1999. As of March 31, 2000, we had
an accumulated deficit of $168 million.
We cannot be sure that 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 products; (iv) our
ability to manufacture our products on a cost-effective and timely basis
through alliance foundry operations and our contract manufacturers; and
(v) 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 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.
These fluctuations, in part, result from our unpredictable product order flows,
our limited customer base, variations in the timing and receipt of our license
fees and royalties. Our receipt of license fees and royalties will depend on,
among other factors, our and our licensees achieving certain technological
milestones and an increase in demand for our products, as well as the time
required for incorporating our products into customers' product designs, and
the ability of our customers' products to gain substantial market acceptance.
Those factors make it difficult for us to predict our future revenues and
affect our ability to achieve future profitability.
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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.
Our FRAM products have only recently entered the marketplace with limited
availability so it is unclear whether these products will gain wide market
acceptance. Our EDRAM products currently lag the general semiconductor memory
market in density. Our competitors are currently selling 64, 128 and 256-
megabit products while we currently only supply 4-megabit and 16-megabit
products. As a result, we are dependant on a limited number of customers for
our existing EDRAM products and sales declined 36% from 1998 to 1999. If we
are unsuccessful in developing new products with densities of 64-megabit and
greater we will not be able to attract new customers or retain our existing
customers.
In the first three months of 2000, we had $.7 million of FRAM and $1.6 million
of EDRAM product sales. For the year ended December 31, 1999, our product
sales were $3.5 million of FRAM products and $9.6 million of EDRAM products.
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 future sales will be
recognized.
OUR CUSTOMER BASE FOR EDRAM PRODUCTS IS HIGHLY CONCENTRATED AND OUR EDRAM SALES
PROVIDE A MAJORITY OF OUR SALES. In the first three months of 2000,
approximately 81% of our EDRAM product sales were generated from three
customers. In 1999, approximately 78% 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 represented more than
73% of our total product sales in 1999, 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 ARE DEPENDENT ON SUCCESSFUL FURTHER DEVELOPMENT OF OUR FRAM AND EDRAM
PRODUCTS, WHICH IS TIME CONSUMING AND COSTLY, AND 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. New product development, which includes both our development of
the new products and the need to "design-in" such new products to customers'
systems, is time-consuming and costly. Such 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 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.
We have experienced significant obstacles in producing acceptable product
yields from integrating our ferroelectric technology with wafer underlayers
using current silicon semiconductor process technology. In an effort to
overcome those obstacles, we have entered into strategic alliances with
companies having advanced semiconductor manufacturing processes and facilities.
If we are unable to make substantial progress in developing and commercializing
high-density FRAM products, or if we are unable to overcome other obstacles we
encounter in developing higher-density, lower-cost FRAM products, we will not
be able to gain market acceptance for our FRAM products given the rapid
technological progress our competitors are making in developing competing
products that have substantially higher densities. As of May 31, 2000, we were
producing, in commercial quantities, fourteen versions of 4-kilobit,
16-kilobit, 64-kilobit and 256-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, predict when, or if, we will
achieve 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.
In particular, we need to develop new product designs, materials development
and new process technology in order to achieve higher-density FRAM products.
Our current FRAM products are designed at our Colorado Springs facility and
manufactured at alliance partners' manufacturing facilities using 1.0 micron
and 0.5 micron manufacturing processes. 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 markets in which we
expect to sell our FRAM products 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 would 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 we plan to have manufactured by our existing
alliance partners will be manufactured using sub-micron designs. We cannot
provide any assurance that we and our alliance partners will be able to develop
and manufacture higher-density FRAM products profitably or, if so, when such
products will be available in commercial quantities.
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Our ability to increase 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.
WE CURRENTLY DO NOT HAVE COMMERCIAL MANUFACTURING CAPABILITIES FOR OUR PRODUCTS
AND ARE DEPENDENT ON THIRD-PARTY MANUFACTURERS. Our revenues, and our
opportunity to achieve profitability over the next few years, will depend
substantially on our ability to obtain from our outside manufacturers
sufficient commercial volumes of our products to fulfill customers' orders
timely and profitably. We do not have manufacturing capabilities for
manufacturing any of our products in commercial quantities, and we do not
anticipate that we will have sufficient capital resources to construct
fabrication facilities for the manufacture of our products in commercial
quantities. Thus, we are and will continue to be dependent on our strategic
licensees and contract manufacturers 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 our licensees and contract manufacturers have experienced,
and continue to experience, substantial production delays and difficulties in
achieving acceptable FRAM product production yields and output in commercial
volumes. Our strategic licensees and contract 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.
At this time, we have contract manufacturing agreements with only three outside
manufacturers. 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
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 and Fujitsu are the only strategic alliance partners producing
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commercial volumes of FRAM products. 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.
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 our
ability to develop 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 we expect to
continue to pay, relatively high prices for the assembly and testing of our
FRAM products.
Infineon Technologies ("Infineon") is the only manufacturer currently
commercially producing our EDRAM products, although we hold EDRAM products
produced by IBM Corporation ("IBM") in inventory, which we use to fill certain
customers' commercial orders. IBM only produced 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 and higher density EDRAM
products. We do not anticipate entering into manufacturing agreements with
additional manufacturers for our 16-megabit products. Thus, Infineon is
currently the only supplier of our 16-megabit products. In January 2000, our
subsidiary, Enhanced Memory Systems, Inc., entered into a non-exclusive,
worldwide technology licensing agreement with Infineon. In consideration for
the grant of the license, Infineon received 20% of the outstanding common stock
of Enhanced Memory Systems, Inc. Additionally, the agreement calls for
Infineon to provide EMS with up to $200 million per year of committed wafer
capacity using Infineon's advanced DRAM and embedded DRAM process capabilities
and access to Infineon's design technology. The agreement has a term of six
years with optional two-year renewal periods thereafter. 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. If we are 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.
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WE MUST BUILD OUR PRODUCTS BASED ON OUR FORECASTS OF DEMAND, WHICH CAN BE
INACCURATE. We order product from our contract manufacturers based primarily
on our internal forecasts, and secondarily on existing orders, which may be
cancelled under many circumstances. Due to lengthy production cycles at our
contract manufacturers we must place product orders in advance of receiving
customer orders. If our forecasts are inaccurate we may have large amounts of
unsold products or we may not be able to fill all orders. Also, we face
production and demand risk because our markets are volatile and subject to
rapid technological and price changes. If we were unable to predict accurately
the appropriate amount of product required to meet customer demand, our
financial condition and results of operations would be materially adversely
affected.
OUR PATENTS AND OTHER INTELLECTUAL PROPERTY 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 discussed
below, we are currently engaged in one patent interference proceeding, the
outcome of which may result in our loss of material patent rights.
Because we operate in a very competitive and rapidly developing 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 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.
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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. An oral hearing was held before the Court of Appeals on
December 6, 1999. On February 29, 2000, the Court of Appeals vacated and
remanded the decision of the Patent Office for further proceedings. 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. These cases have now been consolidated
in the Federal District Court for the District of Columbia and remain pending.
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 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.
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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, specialty DRAM
products, such as FCRAM, CDRAM, RDRAM, VCRAM and MDRAM, and, in some
applications, with standard SRAM products. 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, Samsung 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. IBM's license to produce and sell 4-megabit EDRAM products expired in
April 2000, and as far as we know, IBM is not producing or proposing any EDRAM
16-megabit products under our agreement. 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.
Our competitors' pricing strategies for products that compete with our FRAM and
EDRAM products 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 compete
successfully. 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
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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 INTRODUCTION MAY MAKE OUR
PRODUCTS OBSOLETE. The semiconductor memory 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.
WE MAY FAIL TO INTEGRATE SUCCESSFULLY BUSINESSES WE HAVE ACQUIRED OR MAY
ACQUIRE IN THE FUTURE. We have recently announced the acquisition of Mushkin
Inc., which operates from its office in Denver, Colorado, and we may pursue
additional acquisitions in the future. If we fail to integrate these
businesses successfully, our business and financial results of operations may
be seriously harmed. We may face difficulty in assimilating the personnel of
the acquired companies and coordinating and integrating geographically
dispersed operations. Additionally, we may encounter unanticipated expenses
and unknown liabilities associated with the acquired businesses and possible
difficulties with employees, customers and suppliers as a result of integrating
new management personnel.
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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 April 30, 2000, we had
approximately 78 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, our employees are not contractually restricted from
providing services to our competitors.
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.
OUR OPERATIONS AND FINANCIAL RESULTS COULD BE SEVERLY HARMED BY DISASTERS.
Some of our major contract manufacturers' facilities are located near major
earthquake faults. If a major earthquake or other natural disaster occurs
which damages those facilities or restricts their operations, our business,
financial condition and results of operations would be materially adversely
affected.
RISKS RELATING TO THE SECURITIES MARKET AND OWNERSHIP OF OUR SHARES.
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, 1999 and 2000, 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 future. During the 1998 calendar year, the closing bid price for our
common stock on The Nasdaq Stock Market ranged from $30.938 to $1.25 per share.
During the 1999 calendar year, the price of our common stock ranged from a high
of $14.25 on December 13, 1999 to a low of $1.625 on November 2, 1999. For the
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period beginning January 1, 2000 through June 30, 2000 the closing bid price
for our common stock ranged from a high of $29.44 to a low of $6.75. The
foregoing prices reflect a one-for-five reverse stock split of our shares 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 the August 1999 restructuring of the Series A
Preferred, which, among other things, changed the conversion rate of our Series
A Convertible Preferred Stock from an adjustable to a fixed rate, as well as
the one-for-five reverse stock split, 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.
OUR COMMON STOCK MUST COMPLY WITH A MINIMUM BID PRICE OF $1.00 PER SHARE TO
REMAIN LISTED OF 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.
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AFFECTING A CHANGE IN CONTROL OF OUR COMPANY COULD BE DIFFICULT DUE TO THE
CONCENTRATED OWNERSHIP OF SHARES BY ONE SHAREHOLDER. As of June 30, 2000, our
largest known shareholder, the National Electrical Benefit Fund, which has
extended a loan to us of approximately $7.0 million, which is secured by liens
on our headquarters facility and our other principal assets, beneficially owned
or controlled approximately 14.2% of our outstanding common stock. The
National Electrical Benefit Fund's concentration of ownership may have the
effect of delaying, deferring or preventing a change in control of Ramtron, or,
if the National Electrical Benefit Fund's shares are sold, may directly or
indirectly effect a change in control of Ramtron. Any program by the National
Electrical Benefit Fund to dispose of a substantial amount of its 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."
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
June 30, 2000, 17,083,725 shares of our common stock were issued and
outstanding. Of those shares, approximately 14,352,001 shares were freely
tradable without restriction or pursuant to an effective registration statement
under the Securities Act, and approximately 1,779,344 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, and additional 952,380 shares,
issued to effect the acquisition of Mushkin Inc. may be sold. As of June 30,
2000, approximately 2,473,805 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 3,902,780 shares
were also subject to issuance upon exercise of other outstanding warrants, of
which 1,712,840 shares have been registered for immediate resale in the public
market, 617,243 shares of which are subject to effectiveness of this
registration statement of which this prospectus is a part and of which the
remaining 1,572,697 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 June 30,
2000, 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 1,400,000 shares
were issuable upon conversion of the indebtedness outstanding under the Fund
Credit Facility.
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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 June 30, 2000, 907 shares of Series A
Preferred were outstanding. 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.
USE OF PROCEEDS
The Selling Security Holders will receive all of the proceeds from the sale of
the shares, less any brokerage or other expenses of sale incurred by them. We
received all of the capital stock of Mushkin Inc. pursuant to the Mushkin Inc.
Agreement and Plan of Merger referred to above, and we will receive as the
exercise price of the warrants described above up to $3,386,215 if the Selling
Security Holders exercise all of such warrants. Although each of NTC
Liquidating Trust, JEB Investments, Ltd. and JEB Partners, L.P. has entered
into a Warrants Exercise and Registration Rights Agreement with Ramtron
pursuant to which each such Selling Stockholder has agreed to exercise its
warrants described above in certain circumstances, we can not be certain that
any or all of such warrants will be exercised. We expect to use any net
proceeds from the exercise of the warrants for working capital purposes,
including financing the growth of working capital items such as accounts
receivable and inventory, the funding of continued research and development
efforts and the defense of our patent rights. Pending such uses, we will
invest any net proceeds, in short term, investment grade, interest-bearing
securities.
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 June 30, 2000,
(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, with the exception of William Michael Mushkin
and Elizabeth Loring Crane, who owned Mushkin Inc., a principal distributor of
our EDRAM products, prior to our acquisition of that company in June 2000.
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No. of Shares
Beneficially Owned Shares Beneficially
Prior to Offering(2) No. of Owned After Offering(3)
Name of Selling ----------------- Shares --------------------
Security Holder(1) Number % Offered(2) Number %
--------------- --------- --- ------- ------ ---
Elizabeth L. Crane 485,714(4) 2.8 485,714 0 0
William M. Mushkin 466,666(4) 2.7 466,666 0 0
NTC Liquidating
Trust 372,243 2.1 372,243 0 0
JEB Partners, L.P. 305,120 1.8 124,000 181,120 1.1
JEB Investments, Ltd. 189,561 1.1 96,000 93,560 0.5
Jan-Charles Fine 25,000 * 25,000 0 0
-----------
* Less than one percent.
(1) Such persons have sole voting and investment power with respect to all
shares of common stock shown as being beneficially owned by them, subject
to community property laws, where applicable, and the information
contained in the footnotes to this table.
(2) 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 with respect to such shares or
upon exercise of the warrants, as applicable, 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.
(3) 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.
(4) William Michael Mushkin may be deemed to beneficially own the securities
held by Elizabeth Loring Crane and Elizabeth Loring Crane may be deemed to
beneficially own the securities held by William Michael Mushkin by virtue
of their status as a married couple. Each of Mr. Mushkin and Ms. Crane
disclaims beneficial ownership of the other's securities.
PLAN OF DISTRIBUTION
The sale of the shares offered by this prospectus may be made in the Nasdaq
SmallCap Market or other over-the-counter markets at prices and at terms then
prevailing or at prices related to the then current market price or in
negotiated transactions. These shares may be sold by one or more of the
following:
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A block trade in which the broker or dealer will attempt to sell shares as
agent but may position and resell a portion of the block as principal to
facilitate the transaction.
Purchases by a broker or dealer as principal and resale by a broker or
dealer for its account using this prospectus.
Ordinary brokerage transactions and transactions in which the broker
solicits purchasers.
In privately negotiated transactions not involving a broker or dealer.
In effecting sales of the shares offered by this prospectus, brokers or dealers
engaged to sell the shares may arrange for other brokers or dealers to
participate. Brokers or dealers engaged to sell the shares will receive
compensation in the form of commissions or discounts in amounts to be
negotiated immediately prior to each sale. These brokers or dealers and any
other participating brokers or dealers may be deemed to be underwriters within
the meaning of the Securities Act of 1933 in connection with these sales. We
will not receive any proceeds from any resales of the shares offered by this
prospectus, and we anticipate that the brokers or dealers, if any,
participating in the sales of the shares will receive the usual and customary
selling commissions. We received all of the capital stock of Mushkin Inc.
pursuant to the Mushkin Inc. Agreement and Plan of Merger referred to above,
and we will receive as the exercise price of the warrants described above up to
$3,386,215 if the Selling Security Holders exercise all of such warrants.
In connection with distributions of the shares or otherwise, the Selling
Security Holders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the shares registered hereunder in the course of hedging the positions they
assume with selling shareholders. The Selling Security Holders may also sell
shares short and deliver the shares to close out such short positions. The
Selling Security Holders may also enter into option, swaps, derivatives or
other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares registered hereunder, which the broker-dealer may
resell pursuant to this Prospectus. The Selling Security Holders may also
pledge the shares registered hereunder to a broker or dealer and upon a
default, the broker or dealer may effect sales of the pledged shares pursuant
to this prospectus.
From time to time, the Selling Security Holders may be engaged in short sales,
short sales against the box, puts and calls and other hedging transactions in
our securities, and may sell and deliver the shares in connection with such
transactions or in settlement of securities loans. These transactions may be
entered into with broker-dealers or other financial institutions. In addition,
from time to time, a selling shareholder may pledge its shares pursuant to the
margin provisions of its customer agreements with its broker-dealer. Upon
delivery of the shares or a default by a Selling Security Holder, the broker-
dealer or financial institution may offer and sell the pledged shares from time
to time.
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To comply with the securities laws of some states, if applicable, the shares
will be sold only through brokers or dealers. In addition, in some states, the
shares may not be sold in those states unless they have been registered or
qualified for sale in those states or an exemption from registration or
qualification is available and is complied with.
If necessary, the specific shares of our common stock 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 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. In connection with the private placements of the common stock offered
hereby and of the warrants upon the exercise of which the common stock offered
hereby is issuable, we have undertaken registration rights covenants requiring
us to register those shares under applicable federal and state securities laws
under certain circumstances and at certain times. The agreements containing
our registration rights covenants provide for cross-indemnification of the
Selling Security Holders and us and each party's respective directors, officers
and controlling persons against certain liabilities in connection with the
offer and sales of the common stock, including liabilities under the Securities
Act of 1933 and to contribute to payments the parties may be required to make
in respect thereof. We have agreed to indemnify and hold harmless the Selling
Security Holders from certain liabilities under the Securities Act of 1933.
Under applicable rules and regulations under Regulation M under the Securities
Exchange Act of 1934, any person engaged in the distribution of the common
stock may not simultaneously engage in market making activities, subject to
certain exceptions, with respect to the common stock for a specified period set
forth in Regulation M prior to the commencement of such distribution and until
its completion. In addition and without limiting the foregoing, the selling
shareholder will be subject to the applicable provisions of the Securities Act
of 1933 and Securities Exchange Act of 1934 and the rules and regulations
thereunder, including, without limitation, Regulation M, which provisions may
limit the timing of purchases and sales of shares of the common stock by the
Selling Security Holders. The foregoing may affect the marketability of the
common stock offered hereby.
We will bear all expenses of the offering of the common stock, except that the
Selling Security Holders will pay any applicable underwriting commissions and
expenses, brokerage fees and transfer taxes, as well as the fees and
disbursements of counsel to and experts for the Selling Security Holders.
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.
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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 $ 6,165
Accounting fees and expenses 15,000
Legal fees and expenses 10,000
Miscellaneous expenses 2,000
-------
Total $33,165
=======
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 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.
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<PAGE>
Item 16. Exhibits and Financial Statement Schedules
Exhibit
Number
-------
2.1 Agreement and Plan of Merger dated May 11, 2000, as amended, among
Ramtron, RIC MI Acquisition Inc., Mushkin Inc., William Michael Mushkin
and Elizabeth Loring Crane. (1)
2.2 Amendment No. 1 to Agreement and Plan of Merger dated June 8, 2000. (1)
4.1 Warrant to purchase 124,000 shares of common stock issued by
the Registrant to JEB Partners, L.P. dated February 11, 2000.
4.2 Warrant to purchase 96,000 shares of common stock issued by
the Registrant to JEB Investments, Ltd. dated February 11, 2000.
4.3 Warrant Exercise and Registration Rights Agreement dated as of June 22,
2000 between NTC Liquidating Trust and Ramtron.
4.4 Warrant Exercise and Registration Rights Agreement dated as of June 28,
2000 between JEB Investments, Ltd. and Ramtron.
4.5 Warrant Exercise and Registration Rights Agreement dated as of June 28,
2000 between JEB Partners, L.P. and Ramtron.
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 29 of this registration statement).
------------
(1) Incorporated by reference to the Company's Amendment No. 2 to Form 8-K
(Commission File No. 0-17739) filed with the Securities and Exchange
Commission on July 24, 2000.
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;
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<PAGE>
(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.
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<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 July 24, 2000.
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 LuAnn D. Hanson, or either
of them, his or her attorneys-in-fact and agents, each with full power of
substitution for him or her and in his or her 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 or she might
or could do in person, hereby ratifying and confirming all that either of said
attorneys-in-fact and agents, or his or her 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 7-24-00
------------------ Executive Officer
L. David Sikes
/S/ Greg B. Jones Director, President and 7-24-00
----------------- Chief Operating Officer
Greg B. Jones
/S/ William G. Howard Director 7-24-00
---------------------
William G. Howard
/S/ Albert J. Hugo-Martinez Director 7-24-00
---------------------------
Albert J. Hugo-Martinez
/S/ Eric A. Balzer Director 7-24-00
------------------
Eric A. Balzer
/S/ LuAnn D. Hanson Acting Chief Financial 7-24-00
------------------- Officer and Secretary
LuAnn D. Hanson
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