SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 11, 2000
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RAMTRON INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of or other jurisdiction of incorporation or organization)
0-17739
(Commission File Number)
84-0962308
(I.R.S. Employer Identification Number)
1850 Ramtron Drive, Colorado Springs, Colorado 80921 (719) 481-7000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
ITEM 5 - OTHER EVENTS:
On May 11, 2000, Ramtron International Corporation along with its subsidiary,
Enhanced Memory Systems, announced an agreement to acquire by way of a merger,
privately held, Mushkin Inc. (Denver, CO), a leading e-commerce distributor of
high performance computer components. Mushkin supplies a wide range of memory
module products (DRAM and Flash Memory including proprietary modules for
Adaptec, Sun, and Cisco Systems) and rack-mount components. A copy of the
Company's press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
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ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS:
(a) Financial Statements - Not Applicable
(b) Pro-Form Financial Information - Not Applicable
(c) Exhibits. The following exhibits are furnished as part of this
report:
Exhibit Description
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99.1 Press Release dated May 11, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RAMTRON INTERNATIONAL CORPORATION
By: /S/ LuAnn D. Hanson
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LuAnn D. Hanson
Acting CFO
Dated May 16, 2000
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NEWS FOR RELEASE: 5/11/00
Contacts: Maritza Maldonado Jeffrey Lee David Bondurant
Pacifico, Inc. Demer IR Counsel, Inc. Enhanced Memory
(408) 293-8600, Ext. 317 (925) 938-2678 Ext. 241 (719) 481-7003
RAMTRON TO ACQUIRE MUSHKIN INC.
Ramtron Subsidiary Enhanced Memory Systems Expands Its On-line
High Performance Semiconductor Memory Components Business
COLORADO SPRINGS, CO, May 11, 2000 - Ramtron International Corporation (Nasdaq:
RMTR) along with its subsidiary, Enhanced Memory Systems, today announced an
agreement to acquire by way of a merger, privately held, Mushkin Inc. (Denver,
CO), a leading e-commerce distributor of high performance computer components.
Mushkin supplies a wide range of memory module products (DRAM and Flash Memory
including proprietary modules for Adaptec, Sun, and Cisco Systems) and rack-
mount components.
Mushkin has a large number of end-user, reseller, and OEM customers and is a
well-known supplier of high-performance memory modules to high-performance
computer users in over 60 countries. Mushkin is the exclusive on-line
distributor of Enhanced Memory Systems' unique High-speed SDRAM (HSDRAM) module
products. Mushkin will continue to operate as a stand-alone division
supporting the Enhanced Memory Systems group.
"We are excited about the addition of Mushkin, which complements our business,"
said Craig Rhodine, vice president and general manager of Enhanced Memory
Systems. "This acquisition allows us to leverage Mushkin's established Web
presence and broad product offering and our expanding, high-performance memory
product lines to establish a strategic distribution channel for high-
performance memories and provide the benefits of a direct sales solution for
our end-users, resellers, and OEM customers. In addition, Mushkin's
profitability and product sales approaching $1.0 million per month will enable
us to increase our revenue and improve our bottom line results over time."
"Being part of Ramtron and working with Enhanced Memory Systems brings a new
dimension to our business," said Bill Mushkin, president of Mushkin Inc. "With
this merger, we have created an end-to-end performance solution for our
customers. Enhanced Memory Systems' high-performance, high-density products
and technical resources to develop new, advanced memory products will allow us
to serve our customers with the best solutions available and will increase our
ability to participate in larger volume business with our existing and new OEM
customers."
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The merger will result in Mushkin becoming a wholly owned subsidiary of Ramtron
and Ramtron issuing approximately 952,000 shares to Mushkin. The Ramtron
shares to be issued in the merger will be restricted pending the satisfaction
of certain conditions. Ramtron expects the acquisition to be completed during
the second quarter of this year.
High-Performance DRAM Products
Enhanced Memory Systems is a leading specialty DRAM company. Enhanced Memory
Systems began shipping its first low-latency EDRAM products in 1992. In
November 1996, Enhanced Memory Systems announced its new 133-MHz enhanced
synchronous DRAM (ESDRAM). The ESDRAM became an official JEDEC SDRAM Superset
standard and was sampled in 1998. The PC133 HSDRAM products continue the
Enhanced Memory Systems tradition of supplying the highest-performance, plug-
compatible memory upgrade products. HSDRAM is a higher performance version of
the industry standard SDRAM. HSDRAM provides lower latency and faster clock
access times than the industry standard PC133 memory, providing better
stability and better performance in real systems. HSDRAM products are
available with 64 & 256Mb component densities and DIMM module capacities from
64MB to 512MB. HSDRAM is available on-line from both Mushkin (www.mushkin.com)
and Enhanced Memory Systems (www.pc133memory.com).
Enhanced Memory Systems is a fabless DRAM company with manufacturing agreements
with top semiconductor companies, including Infineon Technologies, which
recently purchased 20% of Enhanced Memory Systems in exchange for its advanced
memory technology and wafer capacity. Enhanced Memory Systems is pursuing
other strategic partnerships to advance its EDRAM, ESDRAM, and HSDRAM
technology in the marketplace.
The Enhanced Memory Systems products serve the DRAM, specialty DRAM and fast
SRAM markets, which are expected to grow to more than $47 billion by the year
2001, according to Semico, a leading semiconductor market research firm.
ABOUT MUSHKIN
Mushkin Inc. was founded in Denver, CO in 1996 as an on-line distributor of
memory module products. Mushkin's on-line business has expanded to include a
wide variety of DRAM and Flash Memory module products including proprietary
modules for Adaptec, Cisco, and Sun Microsystems products. Mushkin also
supplies a line of memory tester products and rack-mount components to serve
its reseller customers. Mushkin's customer base includes numerous end-users,
resellers, and OEMs. Mushkin is recognized as a top supplier of high-
performance memory module products for performance computer users in over 60
countries. Visit Mushkin on the Web at www.mushkin.com.
ABOUT ENHANCED MEMORY SYSTEMS, INC.
Enhanced Memory Systems develops and markets patented EDRAM? and ESRAM? high-
performance specialty memories that combine fast DRAM and SRAM on one chip.
Enhanced Memory Systems is headquartered in Colorado Springs, Colorado and is a
subsidiary of Ramtron International Corporation (Nasdaq: RMTR). Visit Enhanced
Memory Systems on the Web at www.edram.com.
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ABOUT RAMTRON INTERNATIONAL CORPORATION
Ramtron's patented FRAM memories are a new generation of semiconductor memory
that combine high-performance and low-power operation with the ability to store
data in the absence of power. Due to the product's unique advantages, FRAM
memories are expected to revolutionize a variety of electronic consumer and
industrial products. Current applications for Ramtron's FRAM memory devices
include electronic power meters, smart cards, test instrumentation, factory
automation, laser printers, security systems, and other systems that require
reliable storage of data without an external power source. The company also
develops and markets ultra-high-performance ESDRAM and HSDRAM memory products
through its subsidiary, Enhanced Memory Systems, Inc.
Except for historical information, the preceding statements are forward-looking
statements that involve risks and uncertainties. Investors are cautioned that
such statements are only predictions and the actual events of results may
differ materially. These forward-looking statements speak only as of this date.
The company undertakes no obligation to publicly release the results of any
revisions to the forward-looking statements made today to reflect events or
circumstances after today, or to reflect the occurrence of unanticipated
events.
For more information about Ramtron and its products, contact: Communications
Department, Ramtron International Corporation, 1850 Ramtron Drive, Colorado
Springs, Colorado, USA, 80921. Telephone is 800-545-FRAM (3726); FAX is
719-481-9294; E-mail address is [email protected]. Homepage is
http://www.ramtron.com.
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