CYRIX CORP
8-K, 1997-10-17
SEMICONDUCTORS & RELATED DEVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                 ---------------


                                    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): October 16, 1997




                                CYRIX CORPORATION
             (Exact name of registrant as specified in its charter)




          DELAWARE                    0-21904              75-2218250
(State or other jurisdiction of     (Commission         (I.R.S. Employer
incorporation or organization)       File Number)       Identification Number)




               2703 NORTH CENTRAL EXPRESSWAY, RICHARDSON, TX 75080

          (Address of principal executive offices, including zip code)



                                  972-968-8387

              (Registrant's telephone number, including area code)



                -----------------------------------------------
<PAGE>


ITEM 5.     OTHER EVENTS

         On October 16, 1997 Cyrix Corporation issued a press release announcing
financial  results for the quarterly period ended September 28, 1997. Such press
release is filed as Exhibit  20.1 to this report and is  incorporated  herein by
reference.


ITEM 7.      EXHIBITS

         ( c )     Exhibits

         20.1     Press release dated October 16, 1997.




<PAGE>


                                    SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.

                                           CYRIX CORPORATION


Date:  October 17, 1997           By:     /s/ James W. Swent, III
                                          -----------------------
                                              James W. Swent, III
                                              Senior Vice President of Finance
                                              and Administration & CFO




<PAGE>

<TABLE>
<CAPTION>


                                INDEX TO EXHIBITS



EXHIBIT
NUMBER                              DESCRIPTION
- ---------                           --------------------------------------
<S>                                 <C>

20.1                                Press Release dated October 16, 1997.


<PAGE>


</TABLE>





                                  EXHIBIT 20.1



FOR IMMEDIATE RELEASE



Mark Lipscomb, Cyrix Corporation, (972) 968-8285

Linda Ashmore, The Hoffman Agency, (408) 975-3006





  CYRIX REPORTS THIRD QUARTER RESULTS POSTING RECORD REVENUE AND UNIT SHIPMENTS

RICHARDSON,  TEXAS -- OCTOBER 16, 1997-- CYRIX  CORPORATION  (NASDAQ:  CYRX),  a
leading  supplier  of  high-performance  processors  to  the  personal  computer
industry,  today reported  record  revenues for the quarter ended  September 30,
1997 of $93.2  million,  up 182 percent from the $33.1  million  reported in the
same period last year. The Company recorded a small net loss of $0.7 million, or
a 4 cent loss per share for the quarter, compared to a net loss of $6.9 million,
or a loss per share of 36 cents for the same period last year.

 The company  achieved  record  shipments  of 1.3 million  units in the quarter.
Included  were  shipments  of  nearly  600,000  older  6x86  non-MMXTM  enhanced
processors which were phased out of production in the third quarter.  This phase
out  contributed to lower gross margins in the quarter,  but also  significantly
reduced inventory levels.

During the first nine months of 1997, Cyrix reported  substantial revenue growth
to $208.8  million,  up 87 percent  from the $111.8  million  posted in the same
period last year. The Company posted net income of $0.6 million, or earnings per
share of 3 cents in the first nine  months of 1997,  compared to the net loss of
$21.4 million, or a loss of $1.11 per share for the same period last year.

 "The  MediaGXTM  processor  showed  impressive  sales  growth as third  quarter
shipments  doubled  from the prior  quarter  to more than  400,000  units.  This
reinforces  our  leadership  position in the  rapidly  expanding  sub-$1,000  PC
marketplace,"  said Jay Swent,  Cyrix  chief  financial  officer and acting CEO.
"Additionally,  strong  customer  response  to our new  MMXTM-enhanced  6x86MXTM
processor was evident as we exceeded 300,000 units shipped in the quarter. These
two product lines  position us well to drive revenue and profit  performance  in
the future."

During the quarter, Cyrix and National  Semiconductor  announced an agreement to
merge.  Regulatory  approvals have been secured,  and a special meeting of Cyrix
stockholders to vote on the merger is scheduled for November 17, 1997.



<PAGE>


Cyrix Corporation,  headquartered in Richardson, Texas, is a leading supplier of
innovative  microprocessor-based  solutions  that  set  new  standards  for  the
personal computer market.  The company delivers  compelling value and quality to
its customers,  the  manufacturers of personal computer  products,  by combining
industry-leading design with world-class manufacturing.  Cyrix customers include
Acer, Apple, Compaq, CTX, Cybermax, FIC, Fujitsu, IBM, NEC and Samsung. For more
information visit the Cyrix web site at www.cyrix.com.

Any   forward-looking   statements  in  the  above  release  involve  risks  and
uncertainties  that  could  cause  actual  results  to differ  from the  present
anticipated results.  These risks and uncertainties  include but are not limited
to the following:  market demand and acceptance of our microprocessor  products,
the  impact  of  changing  economic  conditions,   product  introductions,   the
verification  of  our  microprocessor's   compatibility  with  industry-standard
hardware and software,  the  maintenance  of sufficient  cash flow,  reliance on
third  parties,  the impact of market peers and their  products as well as risks
concerning future  technology,  and others detailed in the Company's  Securities
and Exchange  Commission  filings.  These  filings can be obtained by contacting
Cyrix Investor Relations.

6x86MX, MediaGX and 6x86 are trademarks of Cyrix Corporation. MMX is a trademark
of Intel  Corporation.  All  other  brand or  product  names are  trademarks  or
registered trademarks of their respective holders.






<PAGE>


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<CAPTION>


Consolidated Balance Sheets (Unaudited)
(In thousands)
  
                                                      September 30,     December 31,
Assets                                                      1997              1996
                                                       ---------------------------
<S>                                                  <C>               <C>    

Cash, cash equivalents and investments                    $105,460           $87,747
Accounts receivable, net                                    60,981            27,791
Inventories                                                 27,461            24,432
Prepayment for product purchases                            22,799            20,471
Deferred taxes and other assets                             12,594            27,000
                                                       -----------------------------
Total current assets                                       229,295           187,441
Net property and equipment                                  74,639            85,585
Prepayments for product purchases,
 less current portion                                       10,791            22,465
Other assets                                                 3,322             3,851
                                                       -----------------------------
Total assets                                              $318,047          $299,342
                                                       =============================


Liabilities and Stockholders' Equity
Accounts payable                                           $30,056           $17,504
Accrued expenses                                            13,580            13,488
Deferred income and distributor reserves                     4,839             2,610
Income taxes payable                                           722               377
Current maturities of long-term debt and
 capitalized lease obligations                               2,368             3,075
                                                       -----------------------------
Total current liabilities                                   51,565            37,054
Long-term debt, less current maturities                    134,502           136,156
Deferred income taxes                                        2,961             3,206
                                                       -----------------------------
Total liabilities                                          189,028           176,416
Stockholders' equity                                       129,019           122,926
                                                       -----------------------------
Total liabilities and stockholders' equity                $318,047          $299,342
                                                       =============================


</TABLE>


<PAGE>


<TABLE>
<CAPTION>

Consolidated Statements of Income (Unaudited)
(In thousands, except for earnings per share)

                                                            Quarter ended Sept. 30,       Nine months ended Sept. 30,
                                                            1997              1996             1997              1996
                                                            ---------------------------------------------------------
<S>                                                   <C>                                <C>    

Net product sales                                          $92,122           $31,508         $206,496          $105,775
Royalty revenue                                              1,071             1,598            2,328             5,992
                                                       -----------------------------      -----------------------------
Net revenues                                                93,193            33,106          208,824           111,767
Cost of sales                                               70,558            21,811          137,891            74,578
                                                       -----------------------------      -----------------------------
Gross margin                                                22,635            11,295           70,933            37,189
Marketing, general and administrative                       12,416            13,870           35,307            40,852
Research and development                                    10,069             8,073           31,014            24,569
                                                       -----------------------------      -----------------------------
Total operating expenses                                    22,485            21,943           66,321            65,421
                                                       -----------------------------      -----------------------------
Income (loss) from operations                                  150          (10,648)            4,612          (28,232)
Income from litigation settlement                                              2,000                              2,000
Net interest expense                                       (1,250)           (1,876)          (3,721)           (5,328)
                                                       -----------------------------      -----------------------------
Income (loss) before taxes and extraordinary item          (1,100)          (10,524)              891          (31,560)
Income tax (expense) benefit                                   363             3,578            (294)            11,210
                                                       -----------------------------      -----------------------------
Net income (loss) before extraordinary item                  (737)           (6,946)              597          (20,350)
Extraordinary loss from early
  extinguishment of debt                                                                                        (1,062)
                                                       -----------------------------      -----------------------------
Net income (loss)                                           $(737)          $(6,946)             $597         $(21,412)
                                                       =============================      =============================

Net income (loss) per common and common equivalent share:
  Income (loss) before extraordinary item                  $(0.04)           $(0.36)            $0.03           $(1.05)
  Extraordinary item                                                                                            $(0.06)
                                                       -----------------------------      -----------------------------

  Net Income (loss) per share                              $(0.04)           $(0.36)            $0.03           $(1.11)
                                                       =============================      =============================

Weighted average common and common
  equivalent shares outstanding                             19,796            19,463           20,408            19,376
                                                       =============================      =============================


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