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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 29, 1998
INTEGRATED SILICON SOLUTION, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 0-23084 77-0199971
(State or other jurisdiction of Commission File No. (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
2231 Lawson Lane, Santa Clara, California 95054
- ----------------------------------------- ---------
(Address of principal executive offices) zip code
Registrant's telephone number, including area code (408) 588-0800
Not applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
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The purpose of this amendment is to file Pro Forma Financial Information.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro Forma Financial Information
The accompanying unaudited pro forma condensed financial information
gives effect to the sale by Integrated Silicon Solution, Inc. ("ISSI")
of approximately 46 percent of Integrated Silicon Solution (Taiwan)
Inc. ("ISSI-Taiwan") to a group of private investors as if the
transaction had occurred on October 1, 1996 for purposes of the
unaudited statements of operations, and as of March 31, 1998 for
purposes of the unaudited balance sheet.
Actual gain on the partial sale of ISSI-Taiwan will be reported in
ISSI's unaudited condensed consolidated financial statements included
in Form 10-Q for the quarter ended June 30, 1998 to be filed no later
than August 14, 1998.
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INTEGRATED SILICON SOLUTION, INC.
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
The following unaudited pro forma condensed financial statements represent the
transaction in which Integrated Silicon Solution, Inc. ("ISSI") sold
approximately 46 percent of Integrated Silicon Solution (Taiwan) Inc.
("ISSI-Taiwan") to a group of private investors pursuant to a Common Stock
Purchase Agreement dated as of June 19, 1998. The initial closing occurred June
29, 1998. The price was privately negotiated between the parties. Prior to this
transaction ISSI-Taiwan was a wholly-owned subsidiary of ISSI.
The pro forma information is presented for illustrative purposes only and is not
necessarily indicative of the operating results or financial position that would
have occurred if the sale had been consummated as presented in the accompanying
unaudited pro forma condensed financial information nor is it necessarily
indicative of future operating results or financial position.
The unaudited proforma condensed financial information should be read in
conjunction with the historical financial statements including the notes.
INTEGRATED SILICON SOLUTION, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)
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<CAPTION>
Adjust for ISSI
Partial Sale of Less 46%
ISSI ISSI-Taiwan ISSI-Taiwan
---- --------------- ------------
(a) (b) (c)
<S> <C> <C> <C>
Net sales $108,261 $ -- $108,261
Costs and Expenses
Cost of sales ........................ 76,105 -- 76,105
Research and development ............. 26,179 -- 26,179
Selling, general and administrative .. 16,753 -- 16,753
--------- --------- ---------
Total costs and expenses ................ 119,037 -- 119,037
--------- --------- ---------
Operating loss .......................... (10,776) -- (10,776)
Interest and other income ............... 2,535 -- 2,535
Interest expense ........................ (607) -- (607)
--------- --------- ---------
Loss before income taxes and
minority interest ..................... (8,848) -- (8,848)
Benefit for income taxes ................ (1,144) -- (1,144)
--------- --------- ---------
Loss before minority interest ........... (7,704) -- (7,704)
Minority interest in net income (loss) of
consolidated subsidiary ............... (18) 2,277 2,259
--------- --------- ---------
Net loss ................................ $ (7,686) $ 2,277 $(9,963)
========= ========= =========
Basic and diluted loss per share ........ $ (0.43) $ (0.56)
========= =========
Shares used in per share calculation .... 17,748 17,748
========= =========
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(a) Represents historical ISSI financial statements including 100% of
ISSI-Taiwan.
(b) Represents the minority interest of new shareholders in 46% of ISSI-Taiwan
fiscal 1997 net income.
(c) Represents historical ISSI adjusted for sale of 46% of ISSI-Taiwan
exclusive of any gain realized on the sale.
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INTEGRATED SILICON SOLUTION, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
SIX MONTHS ENDED MARCH 31, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Adjust for ISSI
Partial Sale of Less 46%
ISSI ISSI-Taiwan ISSI-Taiwan
---- --------------- ------------
(a) (b) (c)
<S> <C> <C> <C>
Net sales $80,066 $ -- $ 80,066
Costs and Expenses
Cost of sales 58,437 -- 58,437
Research and development 15,771 -- 15,771
Selling, general and administrative 9,227 -- 9,227
In-process technology charge 7,078 -- 7,078
--------- --------- ---------
Total costs and expenses 90,513 -- 90,513
--------- --------- ---------
Operating loss (10,447) -- (10,447)
Other income, net 1,077 -- 1,077
--------- --------- ---------
Loss before income taxes and
minority interest (9,370) -- (9,370)
Provision for income taxes 355 -- 355
--------- --------- ---------
Loss before minority interest (9,725) -- (9,725)
Minority interest in net income (loss) of
consolidated subsidiary -- 1,928 1,928
--------- --------- ---------
Net loss $ (9,725) $ 1,928 $ (11,653)
========= ========= =========
Basic and diluted loss per share $(0.52) $(0.63)
========= =========
Shares used in per share calculation 18,598 18,598
========= =========
</TABLE>
(a) Represents historical ISSI financial statements including 100% of
ISSI-Taiwan.
(b) Represents the minority interest of new shareholders in 46% of ISSI-Taiwan
net income for the six months ended March 31, 1998.
(c) Represents historical ISSI adjusted for sale of 46% of ISSI-Taiwan
exclusive of any gain realized on the sale.
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INTEGRATED SILICON SOLUTION, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
Adjust for ISSI
Partial Sale of Less 46%
ISSI ISSI-Taiwan ISSI-Taiwan
---- --------------- ------------
(a) (b) (c)
<S> <C> <C> <C>
Assets
- -------------------------------------------
Cash and cash equivalents $ 20,083 $35,468 $ 55,551
Restricted cash 5,153 5,153
Short-term investments 8,100 8,100
Accounts receivable 20,688 -- 20,688
Inventories 69,797 -- 69,797
Other current assets 7,927 -- 7,927
--------- --------- --------
131,748 35,468 167,216
Property, equipment, and leasehold, net 26,172 26,172
Construction in progress 9,862 9,862
Other assets 54,023 -- 54,023
========= ========= ========
Total assets $221,805 $35,468 $257,273
========= ========= ========
Liabilities and equity
- -------------------------------------------
Accounts payable 54,787 -- 54,787
Other current liabilities 23,478 -- 23,478
--------- -------- --------
78,265 -- 78,265
Long-term liabilities 9,862 9,862
Minority interest -- 20,462 20,462
Stockholders' equity 124,627 15,006 139,633
========= ======== ========
Total liabilities and equity $221,805 $35,468 $257,273
========= ======== ========
</TABLE>
(a) Represents historical ISSI financial statements including 100% of
ISSI-Taiwan.
(b) Represents the receipt of cash, net of withholding taxes, the related gain
on the sale, net of taxes, and the establishment of the minority interest
in 46% of ISSI-Taiwan net assets as of March 31, 1998.
(c) Represents historical ISSI adjusted for sale of 46% of ISSI-Taiwan.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
INTEGRATED SILICON SOLUTION, INC.
/s/ Gary L. Fischer
-----------------------------
Gary L. Fischer
Executive Vice President,
Office of the President and
Chief Financial Officer
Date: July 31, 1998
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