<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A
(MARK ONE)
<TABLE>
<C> <S>
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
</TABLE>
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999.
OR
<TABLE>
<C> <S>
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
</TABLE>
FOR THE TRANSITION PERIOD FROM ______________ TO ______________.
COMMISSION FILE NUMBER 0-26944
------------------------
SILICON STORAGE TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
CALIFORNIA 77-0225590
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1171 SONORA COURT, SUNNYVALE, CA 94086
(Address of principal executive offices) (Zip code)
Company's telephone number, including area code: (408) 735-9110
</TABLE>
------------------------
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
TITLE OF CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
- -------------- -----------------------------------------
<S> <C>
None. None.
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value.
------------------------
Indicate by check mark whether SST (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 SST 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 Company's knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes /X/ No / /.
Aggregate market value of the voting stock held by non-affiliates of SST as
of January 31, 2000: $820,375,898 based on the closing price of SST's Common
Stock as reported on the Nasdaq National Market. Number of shares outstanding of
SST's Common Stock, no par value, as of January 31, 2000: 25,071,223.
Documents incorporated by reference: Exhibits as noted herein.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table lists the names, ages and positions of our executive
officers and directors as of December 31, 1999. There are no family
relationships between any of our directors or executive officers. Executive
officers serve at the discretion of the board of directors.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- ---- -------------------------------------------------
<S> <C> <C>
Bing Yeh(1)(4)............................ 49 President and Chief Executive Officer and
Director
Yaw Wen Hu................................ 50 Senior Vice President, Operations and Process
Development and Director
Derek Best................................ 49 Vice President, Sales and Marketing
Michael Briner............................ 52 Vice President, Products
Isao Nojima............................... 55 Vice President, Advanced Development
Paul Lui.................................. 49 Vice President and General Manager of the Linvex
Product Line
Jeffrey L. Garon.......................... 39 Chief Financial Officer and Vice President,
Finance and Administration and Secretary
Tsuyoshi Taira(1)(2)(3)................... 61 Director
Yasushi Chikagami(1)(2)(3)................ 61 Director
Ronald Chwang(1)(2)(3).................... 51 Director
</TABLE>
- ------------------------
(1) Member of Compensation Committee
(2) Member of Audit Committee
(3) Member of Stock Option Committee
(4) Sole Member of Non-Officer Stock Option Committee
BING YEH, one of our co-founders, has served as our President and Chief
Executive Officer and been a member of our board of directors since our
inception in 1989. Prior to that, Mr. Yeh served as a senior research and
development manager of Xicor, Inc., a nonvolatile memory semiconductor company.
From 1981 to 1984, Mr. Yeh held program manager and other positions at
Honeywell Inc.
2.
<PAGE>
From 1979 to 1981, Mr. Yeh was a senior development engineer of EEPROM
technology of Intel Corporation. He was a Ph.D. candidate in Applied Physics and
earned an Engineer degree at Stanford University. Mr. Yeh holds an M.S. and a
B.S. in Physics from National Taiwan University.
YAW WEN HU, Ph.D., joined us in 1993 as Vice President, Technology
Development. In 1997, he was given the additional responsibility of wafer
manufacturing and, in August 1999, he became Vice President, Operations and
Process Development. In January 2000, he was promoted to Senior Vice President,
Operations and Process Development. Mr. Hu has been a member of our board of
directors since September 1995. From 1990 to 1993, Mr. Hu served as deputy
general manager of technology development of Vitelic Taiwan Corporation. From
1988 to 1990, he served as FAB engineering manager of Integrated Device
Technology, Inc. From 1985 to 1988, he was the director of technology
development at Vitelic Corporation. From 1978 to 1985 he worked as a senior
development engineer in Intel Corporation's Technology Development group.
Mr. Hu holds a B.S. in Physics from National Taiwan University and an M.S. in
Computer Engineering and a Ph.D. in Applied Physics from Stanford University.
DEREK BEST joined us in June 1997 as Vice President of Sales and Marketing.
Prior to that, he worked for Micromodule Systems, a manufacturer of high density
interconnect technology, as vice president marketing and sales world wide from
1992 to 1996. From 1987 to 1992, he owned his own company, Mosaic Semiconductor,
a semiconductor company. Mr. Best holds an Electrical Engineering degree from
Portsmouth University in England.
MICHAEL BRINER joined us as Vice President, Design Engineering in
November 1997 and became Vice President, Products during 1999. From 1993 to
1997, he served as vice president of design engineering for Micron Quantum
Devices, Inc., a subsidiary of Micron Technology, Inc., chartered to develop and
manufacture flash memory products. From 1986 through 1992, he served as director
of design engineering for the Nonvolatile Division of Advanced Micro
Devices, Inc. In this position, he was instrumental in helping AMD become a
major nonvolatile memory manufacturer. Mr. Briner holds a B.S. in Electrical
Engineering from the University of Cincinnati.
ISAO NOJIMA has served as our Vice President, Advanced Development since
July 1997. From March 1993 to June 1997, he served as our Vice President, Memory
Design and Product Engineering. From 1990 to 1993, Mr. Nojima served as director
of design engineering of Pioneer Semiconductor Corporation, now called Pericom,
a manufacturer of semiconductors. From 1980 to 1990, he served as design manager
of Xicor Inc., a nonvolatile semiconductor company. From 1977 to 1980, he served
as a senior design engineer for Intel Corporation. From 1969 to 1976, he was a
senior researcher at Toshiba's R&D Center in Japan. Mr. Nojima holds a B.S. and
an M.S. in Electrical Engineering from Osaka University in Japan.
PAUL LUI joined us as Vice President and General Manager of the Linvex
Product Line in June 1999. From 1994 to 1999, he was the president and founder
of Linvex Technology, Corporation. From 1987 to 1994, he was the president and
chief executive officer of Macronix, Inc.. From 1981 to 1985, he served as group
general manager at VLSI Technology, Inc. where he was responsible for
transferring that company's technology to Korea. In addition, Mr. Lui has held
senior engineering positions at the Synertek Division of Honeywell and McDonnell
Douglas. Mr. Lui holds an M.S.E.E. degree from University of California,
Berkeley and a B.S. degree in Electrical Engineering and Mathematics from
California Polytechnic State University, San Luis Obispo.
JEFFREY L. GARON joined us as Chief Financial Officer and Vice President,
Finance and Administration and Secretary in March 1998. Prior to that,
Mr. Garon served as president and senior operating officer of The Garon
Financial Group, Inc., a venture capital and venture consulting firm
specializing in start-ups, turnarounds and restarts, from 1994 to 1998. From
1993 to 1994, he served as a vice president and chief financial officer of
Monster Cable Products, Inc., a leading provider of audio cables and supplies to
consumers and the consumer electronic retail channel. Prior to this, Mr. Garon
3.
<PAGE>
held senior financial positions with Visual Edge Technology, Inc., a provider of
large format digital imaging systems, Oracle Corporation, Ashton-Tate
Corporation and Teledyne Microelectronics. Mr. Garon holds a B.S. in Business
Administration Finance from California State University, Northridge and a M.B.A.
from Loyola Marymount University.
TSUYOSHI TAIRA has been a member of our board of directors since July 1993.
Mr. Taira served as a member of the board of directors of Atmel Corporation from
1987 to 1992. Mr. Taira served as president of Sanyo Semiconductor Corporation
from 1986 to 1993. Mr. Taira was chairman of the Sanyo Semiconductor Corporation
from 1993 to 1996. Mr. Taira left the Sanyo Semiconductor Corporation in August
1996. Mr. Taira currently owns and runs a marketing and management consulting
company, Tazan International, Inc. Mr. Taira holds a B.S. from Tokyo
Metropolitan University.
YASUSHI CHIKAGAMI has been a member of our board of directors since
September 1995. Mr. Chikagami has been chairman of Keian Corporation, a personal
computer and PC peripheral distributor, since 1993. Mr. Chikagami has also
served as director of GVC Corporation and Trident Microsystems, Inc. since 1993.
Mr. Chikagami holds a B.S. in Agricultural Engineering from Taiwan University
and a M.S. in engineering from University of Tokyo.
RONALD CHWANG, PH.D., has been a member of our board of directors since
June 1997. Since 1998, Mr. Chwang has been the President of Acer Technology
Ventures Management LLC, a venture capital business unit of the Acer Group, a
worldwide computer, component and semiconductor manufacturer. From 1992 to
1997 he was the President and Chief Executive Officer of Acer America. Mr.
Chwang has been with Acer since 1986, serving in various executive positions.
Mr. Chwang has previously held development and management positions an Intel
Corporation and Bell Northern Research. Mr. Chwang holds a B.S. in
Engineering from McGill University and a Ph.D. in Electrical Engineering from
the University of Southern California.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and executive officers, and persons who own more than ten percent of a
registered class of our equity securities, to file with the SEC initial reports
of ownership and reports of changes in ownership of our Common Stock and other
equity securities. Officers, directors and greater than ten percent shareholders
are required by SEC regulation to furnish us with copies of all Section 16(a)
forms they file.
To our knowledge, based solely on a review of the copies of such
reports furnished to us and written representations that no other reports were
required, during the year ended December 31, 1999, all Section 16(a) filing
requirements applicable to our officers, directors and greater than ten percent
beneficial owners were complied with.
4.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Our directors do not currently receive any cash compensation from us
for their service as members of our Board of Directors, although they are
reimbursed for certain travel-related expenses in connection with attendance at
Board and committee meetings in accordance with our policy.
Each of our non-employee directors receives stock option grants under
the 1995 Non-Employee Directors' Stock Option Plan. Only non-employee directors
are eligible to receive options under the Directors' Plan. Options granted under
the Directors' Plan are intended by us not to qualify as incentive stock options
under the Internal Revenue Code of 1986, as amended.
Option grants under the Directors' Plan are non-discretionary.
Pursuant to the terms of the Directors' Plan, each director who was serving on
the date of our initial public offering was granted on such date an option to
purchase 24,000 shares of our Common Stock. In addition, each non-employee
director subsequently elected to the Board was automatically be granted an
option to purchase 24,000 shares of our Common Stock, until the Directors' Plan
was amended in April 1999, at which time the amount of the initial grant upon
election to the Board of Directors was changed to an option to purchase 15,000
shares of our Common Stock. Each year, non-employee directors who have served as
directors for the prior year are granted an option to purchase 6,000 shares of
our Common Stock. No other options may be granted at any time under the
Directors' Plan. The exercise price of options granted under the Directors' Plan
is 100% of the fair market value of the Common Stock subject to the option on
the date of the option grant. Options granted prior to April 1999 vest ratably
over four years from the date of grant. Options granted after April 1999 are
fully vested and exercisable upon the date of grant. The term of options granted
under the Directors' Plan is ten years. In the event of our merger with or into
another corporation or a consolidation, acquisition of assets or other
change-in-control transaction, the vesting of options issued prior to April 1999
will accelerate and the option will terminate if not exercised prior to the
consummation of the transaction. At December 31, 1999, options, net of canceled
or expired options, covering an aggregate of 133,000 shares had been granted
under the Directors' Plan and 67,000 shares of our Common Stock remained
available for grant under the Directors' Plan.
During 1999, we granted options under the Directors' Plan covering
6,000 shares to each of Messrs. Taira, Chikagami, and Chwang at an exercise
price of $10.69 per share based on the closing sales price reported in the
Nasdaq National Market on the date of grant. As of December 31, 1999, 16,000
options had been exercised under the Directors' Plan at a weighted average
exercise price of $3.04 per share, and 90,000 options were exercisable at a
weighted-average exercise price of $9.17 per share.
5.
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY OF COMPENSATION
The following table shows for the fiscal years ended December 31, 1999,
December 31, 1998 and December 31, 1997, compensation awarded or paid to, or
earned by our Chief Executive Officer and our four other most highly compensated
executive officers at December 31, 1999. Amounts under the column "All Other
Compensation" include compensation for travel time and amounts paid by us on
behalf of the executive officers for supplemental life insurance.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------------- -------------------
SECURITIES UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS STOCK OPTIONS COMPENSATION
- ------------------------------------------ ------- ---------------------------------------------------- -----------------
<S> <C> <C> <C> <C> <C>
Bing Yeh................................. 1999 $232,199 $101 30,000 $ 86
President and 1998 $221,905 -- -- $ 600
Chief Executive Officer 1997 $207,121 -- -- $ 1,480
Michael Briner.......................... 1999 $201,774 $435 10,000 $ 86
Vice President, Products 1998 $187,739 -- -- --
1997 $ 26,939 -- -- --
Yaw Wen Hu.............................. 1999 $177,760 $101 32,802 $ 86
Senior Vice President, Operations 1998 $149,297 -- 15,262 --
and Process Development 1997 $137,280 -- 25,640(1) $ 280
Derek Best.............................. 1999 $170,154 $101 22,328 $ 86
Vice President, Sales 1998 $162,097 -- 26,483 $ 2,960
and Marketing 1997 $ 90,417 -- -- --
Isao Nojima............................. 1999 $155,685 $976 27,224 $ 86
Vice President, Advanced 1998 $148,601 -- 9,768 $ 260
Development 1997 $141,353 -- 24,420(1) --
</TABLE>
- -------------------
(1) Stock option grant, net of impact of repriced stock options.
6.
<PAGE>
STOCK OPTION GRANTS AND EXERCISES
The following tables show for the fiscal year ended December 31,
1999, information regarding options granted to, exercised by, and held at
year end by the executive officers listed in the "Summary Compensation Table"
above.
1999 STOCK OPTION GRANTS
The exercise price of each option was equal to the fair market value
of our Common Stock on the date of grant. Mr Yeh's option was equal to 110%
of the fair market value of our Common Stock on the date of grant. The
exercise price may be paid in cash, in shares of our Common Stock valued at
fair value on the exercise date or through a cashless exercise procedure
involving a same-day sale of the purchased shares.
The potential realizable value is calculated based on the ten-year
term of the option at the time of grant. Stock price appreciation of 5% and
10% is assumed pursuant to rules promulgated by the Securities and Exchange
Commission and does not represent our prediction of our stock price
performance. The potential realizable values at 5% and 10% appreciation are
calculated by:
- multiplying the number of shares of Common Stock subject to a given
option by the exercise price per share;
- assuming that the aggregate stock value derived from that calculation
compounds at the annual 5% or 10% rate shown in the table until the
expiration of the options; and
- subtracting from that result the aggregate option exercise price.
The shares listed in the following table under "Number of Securities
Underlying Option Granted" are subject to vesting. Certain of the stock options
listed in the table vest over a four-year period, 25% after one year and 2.083%
per month thereafter. Each of the options has a ten-year term, subject to
earlier termination if the optionee's service with us ceases. Under certain
circumstances following a change of control, the vesting of such option grants
may accelerate and become immediately exercisable.
In January 1999, Mr. Yeh was awarded a short-term incentive stock
option grant for 30,000 shares of Common Stock with an exercise price of
$3.30. The grant is exercisable as follows: The first 10,000 shares shall be
exercisable on January 4, 2000. The remaining 20,000 shares shall be
exercisable at the rate of 1/48th monthly commencing January 4, 2000;
however, the following acceleration shall apply: If we return to
profitability by the end of 1999, 10,000 additional shares will be fully
exercisable on January 4, 2000; if our earnings per share reaches $0.10 per
share or higher for the year 1999, 10,000 additional shares will be fully
exercisable on January 4, 2000. We returned to profitability on a quarterly
basis during 1999 beginning with the third quarter; however, the earnings per
share target was not met. Therefore, 20,000 of Mr. Yeh's options were
exercisable on January 4, 2000 and the balance will vest over four more years
as described above.
In January 1999, our executive officers were awarded a short-term
incentive stock option grant for shares of Common Stock with an exercise
price of $3.00. These options vested on the one-year anniversary of the date
of grant.
7.
<PAGE>
Percentages shown under "Percent of Total Options Granted in 1999"
are based on 1,000,831 options granted to our employees and directors during
1999.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
INDIVIDUAL GRANTS ANNUAL RATES OF
------------------- STOCK PRICE
NUMBER OF APPRECIATION FOR
SECURITIES PERCENT OF OPTION TERM
UNDERLYING TOTAL OPTIONS EXERCISE EXPIRATION -------------
NAME OPTION GRANTED GRANTED IN 1999 PRICE DATE 5% 10%
- ---- --------------- --------------- ----- ---- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Bing Yeh......................... 30,000 3.00% $ 3.30 1/11/09 $ 62,261 $157,781
Michael Briner................... 10,000 1.00% $ 3.00 1/11/09 $ 18,867 $ 47,812
Yaw-Wen Hu....................... 10,000 1.00% $ 3.00 1/11/09 $ 18,867 $ 47,812
12,802 1.28% $ 7.09 7/1/09 $ 57,082 $144,658
10,000 1.00% $13.25 9/24/09 $ 83,329 $211,171
Derek Best....................... 10,000 1.00% $ 3.00 1/11/09 $ 18,867 $ 47,812
12,328 1.23% $ 7.09 7/1/09 $ 54,969 $139,302
Isao Nojima...................... 7,500 0.75% $ 3.00 1/11/09 $ 14,150 $ 35,859
19,724 1.98% $ 7.09 7/1/09 $ 87,947 $222,874
</TABLE>
Amounts shown under the column "Value Realized" are based on the
closing sales price of our Common Stock on the date of exercise as reported on
the Nasdaq National Market less the exercise price. Amounts shown under the
column "Value of Unexercised In-the-Money Options at December 31, 1999" are
based on the closing price of our Common Stock ($41.25) on December 31, 1999, as
reported on the Nasdaq National Market, without taking into account any taxes
that may be payable in connection with the transaction, multiplied by the number
of shares underlying the option, less the exercise price payable for these
shares.
AGGREGATE OPTION EXERCISES IN 1999
AND 1999 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES ACQUIRED VALUE OPTIONS AT DECEMBER 31, 1999 DECEMBER 31, 1999
NAME ON EXERCISE REALIZED EXERCISABLE / UNEXERCISABLE EXERCISABLE / UNEXERCISABLE
- ---- ----------- -------- --------------------------- ---------------------------
<S> <C> <C> <C> <C>
Bing Yeh....... - - 0 / 30,000 $0 / $1,138,500
Michael Briner. - - 70,000 / 108,000 $2,668,750 / $4,118,750
Yaw Wen Hu..... 40,000 $174,000 216,845 / 52,159 $8,848,093 / $1,842,039
Derek Best..... 15,000 $192,750 26,042 / 67,769 $993,847 / $2,542,460
Isao Nojima.... 90,000 $2,655,125 186,495 / 39,917 $7,600,847 / $1,447,233
</TABLE>
8.
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
ownership of our Common Stock as of March 31, 2000, by:
- each of the executive officers listed in the "Summary Compensation
Table";
- each director; and
- all of our executive officers and directors as a group.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Beneficial ownership also includes shares of
Common Stock subject to options that are currently exercisable or exercisable
within 60 days of March 31, 2000. These shares, however, are not deemed
outstanding for the purposes of computing the percentage ownership of each other
person. Percentage of ownership is based on 29,590,167 shares of Common Stock
outstanding on March 31, 2000. Unless otherwise indicated, the address of each
of the individuals named below is: c/o Silicon Storage Technology, 1171 Sonora
Court, Sunnyvale, CA 94086.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
------------------------------------------------------------------------
SHARES ISSUABLE PURSUANT NUMBER OF SHARES
TO OPTIONS EXERCISABLE (INCLUDING NUMBER
WITHIN 60 DAYS OF SHOWN IN FIRST
NAME MARCH 31, 2000 COLUMN) PERCENTAGE OF TOTAL
- -------------------------------------- -------------------------- ---------------------- ----------------------
<S> <C> <C> <C>
Bing Yeh (1).................... 1,041 3,661,041 12.4%
Michael Briner (2).............. 94,000 162,027 *
Yaw Wen Hu (3).................. 193,378 349,686 1.2%
Derek Best ..................... 5,833 28,333 *
Isao Nojima .................... 189,226 258,690 *
Tsuyoshi Taira ................. 42,615 42,615 *
Yasushi Chikagami .............. 1,592 42,615 *
Ronald Chwang .................. 11,178 31,813 *
All executive officers and directors 548,863 4,689,463 15.6%
as a group (10 persons)
</TABLE>
- ----------
* Represents beneficial ownership of less than 1% of the outstanding shares
of our Common Stock.
(1) Includes (1) 1,150,000 shares held by the Yeh Family Trust U/D/T dated
August 14, 1995, of which Mr. Yeh and his wife are trustees and (2)
2,480,000 shares held by the Yeh 1995 Children's Trust U/T/A dated July 31,
1995 of which Su-Wen Y. Liu and Yeon-Hong Chan are trustees. Mr. Yeh
disclaims beneficial ownership of the shares held by the children's trust.
Also includes 30,000 shares purchased under an IRA account in the name of
Bing Yeh.
(2) Includes 8,000 shares held by Tammy Briner custodian of Jeffrey Daniel
Briner (UCAUTMA).
(3) Includes 5,000 shares held by each of Mr. Hu's two minor children.
9.
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On January 31, 1996, we acquired a 14% interest in a Japanese company
for approximately $939,000 paid in cash. In 1997, 1998 and 1999 this customer
accounted for 15.4% ($11.6 million), 14.7% ($10.2 million), and 8.1% ($10.0
million), respectfully, of our net revenues. This was the only customer that
accounted for more than 10% of our net revenues in 1997 and one of two customers
that accounted for more than 10% of our net revenues in both 1998 and 1999.
Mr. Chwang is the President of Acer Technology Ventures Management LLC,
a venture capital business unit of the Acer Group, a worldwide computer,
component and semiconductor manufacturer. Several related entities, including
Acer Corporation, are our customers. In 1997, 1998 and 1999, the combined Acer
entities accounted for 6.0% ($4.5 million), 7.3% ($5.1 million) and 6.3% ($7.9
million) of our net revenues, respectively.
Mr. Chikagami is a member of the Board of Directors of Ocean Automation
Ltd., which is one of our customers. During 1999, Ocean accounted for 0.4%, or
$541,000 of our net revenues.
In January 1999, we loaned $75,000 to Derek Best, our Vice President,
Sales and Marketing. Under the terms of the promissory note, the loan will be
repaid over a three year period with interest-only payments made for the first
18 months of the loan, followed by interest and principal payments for the next
18 months and ending with a balloon payment of approximately $36,000. The note
is unsecured and bears an interest rate of 5.1%, the LIBOR rate in effect as of
the date that the note was signed.
We have entered into indemnity agreements with our executive officers
and directors which provide, among other things, that we will indemnify these
persons, under the circumstances and to the extent provided for therein, for
expenses, damages, judgments, fines and settlements he or she may be required to
pay in actions or proceedings which he or she is or may be made a party by
reason of his or her position as our director, officer or agent, and otherwise
to the full extent permitted under California law and our bylaws.
As a matter of policy, all transactions between us and any of our
officers, directors or principal shareholders will be approved by a majority of
the independent and disinterested members of the Board of Directors, and will be
on terms no less favorable to us than could be obtained from unaffiliated third
parties and will be in connection with our bona fide business purposes.
10.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Act of 1934, the Registrant has duly caused this report on Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Sunnyvale, County of Santa Clara, State of California, on the 28th day of
April, 2000.
SILICON STORAGE TECHNOLOGY, INC.
By: /s/ Bing Yeh
------------------------------------
Bing Yeh
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1934, this report
on Form 10-K/A has been signed below by the following persons on behalf of
Silicon Storage Technology, Inc., and in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
President, Chief Executive April 28, 2000
/s/ Bing Yeh Officer and Director (PRINCIPAL
- --------------------------- EXECUTIVE OFFICER)
Bing Yeh
Vice President Finance & Administration, April 28, 2000
/s/ Jeffrey L. Garon Chief Financial Officer and Secretary
- --------------------------- (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
Jeffrey L. Garon
Senior Vice President, Operations April 28, 2000
/s/ Yaw Wen Hu and Process Development
- --------------------------- and Director
Yaw Wen Hu
/s/ Tsuyoshi Taira Director April 28, 2000
- ---------------------------
Tsuyoshi Taira
Director
- ---------------------------
Ronald Chwang
Director
- ---------------------------
Yasushi Chikagami
</TABLE>
11.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
--------------------- -----------------------
<S> <C>
3.2 + Bylaws of SST.
3.4 + Form of Restated Articles of Incorporation of SST to be
effective upon the closing of the offering, dated
November 3, 1995.
4.1 + Reference is made to Exhibits 3.2.
10.1 + Equity Incentive Plan and related agreements.
10.2 + 1990 Stock Option Plan and related agreements.
10.3 + Employee Stock Purchase Plan.
10.4 + 1995 Non-Employee Directors' Stock Option Plan.
10.5 + Profit Sharing Plan.
10.6 + Lease Agreement between SST and Sonora Court Properties,
dated March 15, 1993, as amended.
10.7 + Lease Agreement between SST and Coast Properties, dated
May 4, 1995, as amended.
10.8 + License Agreement between SST and Winbond Electronics
Corporation, dated July 30, 1990, as amended on
September 14, 1990, August 27, 1992, December 15, 1992 and
December 1, 1993.
10.9 + License Agreement between SST and Sanyo Electric Co., Ltd.,
dated April 7, 1993, as clarified by two letters each
dated April 8, 1993.
10.10+ Manufacturing Agreement between SST and Sanyo Electric Co.,
Ltd., dated December 10, 1994.
10.11+ License and Technical Assistance Agreement between SST and
Rockwell International Corporation, Digital Communications
Division, dated September 1993, as amended on March 29,
1995.
10.13++ Documents relating to investment in Japanese company.
10.15++ License Agreement between SST and Seiko Epson Corporation
dated March 31, 1996.
10.16++ License Agreement between SST and Taiwan Semiconductor
Manufacturing Co., Ltd. dated February 26, 1997.
10.17++ Lease amendment, dated March 4, 1998, between SST and Sonora
Court Properties.
10.18++ Lease amendment, dated March 4, 1998, between SST and Coast
Properties.
</TABLE>
12.
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
--------------------- -----------------------
<S> <C>
10.19++ Loan and Security Agreement between SST and Foothill Capital
Corporation, dated September 22, 1998.
10.20++ Loan and Security Agreement amendment between SST and
Foothill Capital Corporation dated December 8, 1998.
10.21++ 0.25 Micron Agreement between SST and Motorola, Inc., dated
May 5, 1999.
10.22++ Loan and Security Agreement amendment between SST and
Foothill Capital Corporation, dated September 30, 1999.
10.23++ Second Amendment to Lease, dated September 13, 1999, between
SST and Coast Properties.
10.24++ Lease Agreement between SST and Bhupinder S. Lehga and
Rupinder K. Lehga, dated November 15, 1999.
10.25++ Lease Agreement between SST and The Irvine Company, dated
November 22, 1999.
10.26++ Agreement between SST and Samsung Electronic Co. Ltd., dated
March 19, 1998.
23.1++ Consent of PricewaterhouseCoopers LLP, independent
accountants.
27.1++ Financial Data Schedule.
</TABLE>
- ------------------------
+ Previously filed as an Exhibit to the Registration Statement filed on
Form S-1 (33-97802) and incorporated by reference herein.
++ Previously filed as an Exhibit to Form 10-K or Form 10-Q and incorporated by
reference herein.
13.
