<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended SEPTEMBER 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________________ to _______________________
Commission file number 0-23084
INTEGRATED SILICON SOLUTION, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0199971
(State or other jurisdiction of (I.R.S Employer Identification No.)
incorporation or organization)
680 ALMANOR AVENUE, SUNNYVALE, CALIFORNIA 94086
(Address of principal executive offices) zip code
Registrant's telephone number, including area code (408) 733-4774
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
COMMON STOCK, PAR VALUE $0.0001 PER SHARE NASDAQ NATIONAL MARKET
Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
The aggregate market value of the voting stock held by nonaffiliates of the
registrant, based upon the closing price of such stock on November 22, 1996, as
reported by the Nasdaq National Market, was approximately $174.6 million. Shares
of Common Stock held by each officer and director and by each person who owns 5%
or more of the outstanding Common Stock have been excluded in that such persons
may be deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
The number of outstanding shares of the registrant's Common Stock on
November 22, 1996 was 17,610,773.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Registrant's 1997 Annual Meeting of
Stockholders to be held February 4, 1997 are incorporated by reference in Part
III of this Form 10-K.
<PAGE> 2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to the
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Sunnyvale, State of California, on the 5th day of
May, 1997.
INTEGRATED SILICON SOLUTION, INC.
By /s/ Jimmy S.M. Lee
-------------------------------
Jimmy S.M. Lee
Chairman of the Board, Chief
Executive Officer and President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Amendment to the Annual Report on Form 10-K has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------- -------------------------------------------------- ----------------
<S> <C> <C>
/s/ Jimmy S.M. Lee Chairman of the Board, Chief Executive Officer, May 5, 1997
- ----------------------------- and President (Principal Executive Officer)
(Jimmy S.M. Lee)
/s/ Kong-Yeu Han* Executive Vice President, Office of the President, May 5, 1997
- ----------------------------- General Manager Taiwan and Director
(Kong-Yeu Han)
/s/ Gary L. Fischer* Executive Vice President, Office of the President May 5, 1997
- ----------------------------- and Chief Financial Officer (Principal Financial
(Gary L. Fischer) and Accounting Officer)
/s/ Diosdado P. Banatao* Director May 5, 1997
- -----------------------------
(Diosdado P. Banatao)
/s/ Hou-Teng Lee* Director May 5, 1997
- -----------------------------
(Hou-Teng Lee)
/s/ Lip-Bu Tan* Director May 5, 1997
- -----------------------------
(Lip-Bu Tan)
/s/ Chun Win Wong* Director May 5, 1997
- -----------------------------
(Chun Win Wong)
*By: /s/ Jimmy S.M. Lee
------------------------
Jimmy S.M. Lee
Attorney-in-Fact
</TABLE>
43
<PAGE> 3
EXHIBIT INDEX
Exhibit
Number
- -------
10.26** Amendment to Option I and Option II Agreement between the Company
and TSMC dated September 23, 1996.
- -------
** Confidential treatment requested for certain portions of this exhibit. The
portions of this exhibit for which confidential treatment is being requested
have been blacked out in the copies filed with the related report and the
confidential portions so omitted have been filed separately with the
Securities and Exchange Commission.
<PAGE> 1
EXHIBIT 10.26
Amendment to Option I Agreement
This Amendment, made to Option I Agreement between Integrated Silicon
Solution (Taiwan), Inc. and Taiwan Semiconductor Manufacturing Co, Ltd., dated
April 21, 1995 (the "Option Agreement"), is effective as of September 23, 1996
(the "Effective Date") by and between Integrated Silicon Solution (Taiwan),
Inc., a company organized under the laws of the R.O.C, with its registered
address at IF, No. 10, Prosperity Rd. 11, Science-Based Industrial Park,
Hsinchu, Taiwan, R.O.C ("Customer"), and Taiwan Semiconductor Manufacturing Co.,
Ltd., a company organized under the laws of the R.O.C., with its registered
address at No. 121, Park Ave. 3, Science-Based Industrial Park, Hsinchu, Taiwan,
R.O.C ("TSMC").
In consideration of mutual covenants and condition, both parties agree
to amend the Option Agreement as follows:
I. Defined terms to be used herein but not defined herein shall have the
meaning set forth in the Option Agreement.
II. Amend Sections 1 (d), 5, 6, 12 and 16 as follows:
l(d). "Option Fee"**
5. The Option Fee is set forth in Exhibit D.**
To guarantee Customer's commitment to purchase the Option
Capacity, Customer shall cause to be delivered by Integrated
Silicon Solution Inc. ("ISSI"), with its principal office at
680 Almanor Ave., Sunnyvale, CA 94086-9513, an irrevocable
standby L/C to TSMC covering the yearly Option Fee for the
years from and after 1997. The standby L/C shall be issued
before every November 1, covering 18 months starting from
every November 1, by an internationally reputable bank
mutually agreed upon by the parties in the amount of the
Option Fee for the subsequent calendar year, and promptly
submitted to TSMC for approval. Customer shall cause ISSI to
make the standby L/C in the form and substance as attached
hereto as Exhibit F.** In the event Customer fails to pay the
foregoing Option Fee within 30 days of receiving TSMC's notice
of payment, TSMC has the right to draw on the applicable
standby L/C the foregoing Option Fee.
6. Upon TSMC's acceptance of the standby L/C from Customer for
1997 Option Fee, TSMC will return to Customer all the
promissory notes already made to TSMC pursuant to this
Agreement.
**Confidential treatment requested for certain portions of this exhibit.
<PAGE> 2
12. This Agreement, including Exhibits A-F and the Amendment,
constitutes the entire agreement between the parties with
respect to the subject matter hereof, and supersedes and
replaces all prior or contemporaneous understanding,
agreements, dealings and negotiations, oral or written,
regarding the subject matter hereof. In the event, any
provision of this Agreement conflicts with the Amendment, the
Amendment shall govern with respect to the subject matter
therein. No modification, alteration or amendment of this
Agreement shall be effective unless made in writing and signed
by both parties. No waiver of any breach or failure by either
party to enforce any provision of this Agreement shall be
deemed a waiver of any other or subsequent breach, or a waiver
of future enforcement of that or any other provision.
16. Both parties shall keep in strict confidence the existence and
contents of this Agreement and the Amendment, and take best
precaution possible to prevent any Unauthorized disclosure or
use thereof. Both parties agree, that no disclosure of this
Agreement, the Amendment or any matters relating hereto may be
made without the disclosing party first providing the proposed
disclosure to the other party two weeks in advance for consent
and reasonable changes. In the event disclosure is required by
laws or governmental regulations, the disclosing party shall
provide the other party two weeks prior written notice and
give the other party the opportunity to protest, participate
in preparing disclosure or make reasonable changes thereto.
III. Add New Section 18:
18. Within forty (40) days upon expiration or termination of the
Customer/TSMC Wafer Production Agreement dated November 8,
1993, both parties agree to use their best efforts to
negotiate and enter into a new wafer production agreement or
to renew the above Agreement. Both parties agree to apply such
agreement to all purchase of wafers by Customer from TSMC
under this Agreement, except that the provisions of this
Agreement will supersede the above Agreement or any similar
agreement to the subject matter hereof.
IV. Delete Section 8(b) and Renumber Original Sections 8(c) and 8(d) as
Sections 8(b) and 8(c).
V. Add to the End of New Section 8(c): "In no event shall either party
liable for indirect, consequential, or special damage arising from this
Agreement or its performance."
<PAGE> 3
VI. Replace Original Exhibit D with New Exhibit D.
Integrated Silicon Solution (Taiwan), Inc. Taiwan Semiconductor
Manufacturing Co., Ltd.
/s/ K.Y. Han /s/ Donald Brooks
- ------------ -----------------
K.Y. Han Donald Brooks
President President
<PAGE> 4
EXHIBIT D
OPTION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Year Option Capacity Option Fee Standby L/C
(Unit: Wafer Equivalent) (US$) for Standby L/C Due Date
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1996 ** ** Paid
- --------------------------------------------------------------------------------------------------------------
1997 ** ** Amendment Effective Date
- --------------------------------------------------------------------------------------------------------------
1998 ** ** November 1, 1997
- --------------------------------------------------------------------------------------------------------------
1999 ** ** November 1, 1998
- --------------------------------------------------------------------------------------------------------------
</TABLE>
** Confidential treatment requested for certain portions of this exhibit
<PAGE> 5
EXHIBIT F
[Not Used]
<PAGE> 6
Amendment to Option II Agreement
This Amendment, made to Option II Agreement between Integrated Silicon
Solution (Taiwan), Inc. and Taiwan Semiconductor Manufacturing Co. Ltd., dated
April 21, 1995 (the "Option Agreement"), is effective as of September 23, 1996
(the "Effective Date") by and between Integrated Silicon Solution (Taiwan),
Inc., a company organized under the laws of the R.O.C., with its registered
address at IF, No. 10, Prosperity Rd. II, Science-Based Industrial Park,
Hsinchu, Taiwan, R.O.C. ("Customer"), and Taiwan Semiconductor Manufacturing
Co., Ltd., a company organized under the laws of the R.O.C. with its registered
address at No. 121, Park Ave. 3, Science-Based Industrial Parkway, Hsinchu,
Taiwan, R.O.C ("TSMC").
In consideration of mutual covenants and conditions, both parties agree
to amend the Option Agreement as follows:
I. Defined terms used herein but not defined herein shall have the meaning
set forth in the Option Agreement.
II. Amend Sections 1(d), 5 , 6, 12 and 16 as follows:
1(d). "Option Fee" **
5. The Option Fee is set forth in Exhibit D.**
To guarantee Customer's commitment to purchase the Option
Capacity, Customer shall cause to be delivered by Integrated
Silicon Solution, Inc. ("ISSI"), with its principal office at
680 Almanor Ave., Sunnyvale, CA 94086-9513, an irrevocable
standby L/C to TSMC covering the yearly Option Fee for the
years from and after 1997. The standby L/C shall be issued
before every November 1, covering 18 months starting from
every November 1, by an internationally reputable bank
mutually agreed upon by the parties in the amount of the
Option Fee for the subsequent calendar year, and promptly
submitted to TSMC for approval. Customer shall cause ISSI to
make the standby L/C in the form and substance as attached
hereto as Exhibit F.** In the event Customer fails to pay the
foregoing Option Fee within 30 days of receiving TSMC's notice
of payment, TSMC has the right to draw on the applicable
standby L/C the foregoing Option Fee-
6. Upon TSMC's acceptance of the standby L/C. from Customer for
1997 Option Fee, TSMC will return to Customer all the
promissory notes already made to TSMC pursuant to this
Agreement.
** Confidential treatment requested for certain portions of this exhibit.
<PAGE> 7
12. This Agreement, including Exhibits A-F, and the Amendment,
constitutes the entire agreement between the parties with
respect to the subject matter hereof, and supersedes and
replaces all prior or contemporaneous understanding,
agreements, dealings and negotiations, oral or written,
regarding the subject matter hereof. In the event, any
provision of this Agreement conflicts with the Amendment, the
Amendment shall govern with respect to the subject matter
therein. No modification, alteration or amendment of this
Agreement shall be effective unless made in writing and signed
by both parties. No waiver of any breach or failure by either
party to enforce any provision of this Agreement shall be
deemed a waiver of any other or subsequent breach or a waiver
of future enforcement of that or any other provision.
16. Both parties shall keep in strict confidence the existence and
contents of this Agreement and the Amendment, and take best
precaution possible to prevent any unauthorized disclosure or
use thereof. Both parties agree that no disclosure of this
Agreement, the Amendment or any matters relating hereto may be
made without the disclosing party first providing the opposed
disclosure to the other party two weeks in advance for consent
and reasonable changes. In the event disclosure is required by
laws or governmental regulations, the disclosing party shall
provide the other party two weeks prior written notice and
give the other party the opportunity to protest, participate
in preparing disclosure or make reasonable changes thereto.
111. Add New Section 18:
18. Within forty (40) days upon expiration or termination of the
Customer/TSMC Wafer Production Agreement dated November 8,
1993, both parties agree to use their best efforts to
negotiate and enter into a new wafer production agreement or
to renew the above Agreement. Both parties agree to apply such
agreement to all purchase of wafers by Customer from TSMC
under this Agreement, except that the provisions of this
Agreement will supersede the above Agreement or any similar
agreement with respect to the subject matter hereof
IV. Delete Section 8(b) and Remember Original Sections 8(c) and 8(d) as
Sections 8(b) and 8(c).
V. Add to the End of New Section 8(c): "In no event shall either party be
liable for indirect, consequential, or special damage arising from this
Agreement or its performance."
VI. Replace Original Exhibit D with New Exhibit D.
<PAGE> 8
Integrated Silicon Solution (Taiwan), Inc. Taiwan Semiconductor
Manufacturing Co., Ltd.,
/s/K.Y. Han /s/Donald Brooks
- ----------- ----------------
K.Y. Han Donald Brooks
President President
Date: September 23, 1996
<PAGE> 9
EXHIBIT D
OPTION II FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Year Option Capacity Option Fee Standby L/C
(Unit: Wafer Equivalent) (US$) for Standby L/C Due Date
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1996 -- -- --
- --------------------------------------------------------------------------------------------------------------
1997 -- -- --
- --------------------------------------------------------------------------------------------------------------
1998 ** ** November 1, 1997
- --------------------------------------------------------------------------------------------------------------
1999 ** ** November 1, 1998
- --------------------------------------------------------------------------------------------------------------
2000 ** ** November 1, 1999
- --------------------------------------------------------------------------------------------------------------
2001 ** ** November 1, 2000
- --------------------------------------------------------------------------------------------------------------
</TABLE>
** Confidential treatment requested for certain portions of this exhibit
<PAGE> 10
EXHIBIT F
[NOT USED]
