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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 29, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM ________________ TO _________________
COMMISSION FILE NO. 0-21904
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CYRIX CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 75-2218250
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2703 NORTH CENTRAL EXPRESSWAY
RICHARDSON, TEXAS 75080
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (972) 968-8387
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, $.004 Par Value
(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 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 herein,
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 non-affiliates of
the registrant as of April 17, 1997 was approximately $424,531,144. As of
April 17, 1997, there were 19,631,498 outstanding shares of the registrant's
Common Stock.
Portions of the registrant's Proxy Statement to be furnished to
stockholders in connection with its 1997 Annual Meeting of Stockholders are
incorporated by reference into Part III of this Form 10-K.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 12, 13, OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
CYRIX CORPORATION
FORM 10-K/A
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
fiscal year ended December 29, 1996 as set forth in the pages attached hereto:
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Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
Exhibit
Number Description
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<S> <C> <C>
(a) (1) - The financial statements filed as part of this Report
at Item 8 are listed in the Index to Financial Statements,
Supplementary Financial Data and Financial Statement
Schedules on page 18 of this Report.
(a) (2) - The financial statement schedule filed as part of this Report at Item 8 are listed in the Index to
Financial Statements, Supplementary Financial Data and Financial Statement Schedules on page 18 of this
Report.
(a) (3) - The following documents are filed or incorporated by reference as exhibits to this Report:
3.1 - Restated Certificate of Incorporation filed May 15, 1996. (1)
3.2 - Bylaws of the Company as adopted by the Board of Directors of the Company as of February 12, 1988,
together with Certificate of Amendment of Bylaws of the Company as adopted by the Board of Directors as
of March 16, 1988 and Certificate of Amendment of Bylaws of the Company as adopted by the Board of
Directors as of April 15, 1993. (2)
3.3 - Certificate of Amendment of Bylaws of the Registrant as adopted by the Board of Directors as of August
26, 1993. (3)
3.4 - Certificate of Amendment of Bylaws of the Registrant as adopted by the Board of Directors as of March
10, 1994. (4)
3.5 - Certificate of Amendment of Bylaws of the Registrant as adopted by the Board of Directors as of March
24, 1995. (1)
3.6 - Certificate of Amendment of Bylaws of the Registrant as adopted by the Board of Directors as of January
26, 1996. (1)
4.1 - Form of Certificate for the Common Stock. (2)
4.2 - Indenture, dated as of May 28, 1996 between the Registrant and Bank of Montreal Trust Company as
Trustee. (1)
4.3 - Registration Rights Agreement, dated as of May 28, 1996 between the Registrant and Goldman, Sachs & Co.
(1)
10.1 - License and Production Agreement entered into as of January 11, 1994 between SGS-Thomson
Microelectronics, Inc. and Cyrix Corporation. (Portions have been omitted and filed separately with the
Commission in reliance on Rule 24b-2 and the Registrant's request for confidential treatment). (5)
10.2 - Form of Proprietary Information and Non-competition Agreement (all employees). (2)
10.3 - Cyrix Corporation 1988 Incentive Stock Plan, as amended and restated as of January 26, 1996. (6)
10.4 - Cyrix Corporation Profit Sharing Plan. (2)
10.5 - Cyrix Corporation Executive Cash Compensation Plan. (2)
10.6 - Cyrix Corporation Employee Stock Purchase Plan, as amended and restated as of January 26, 1995. (7)
10.7 - Real Estate Note dated September 3, 1996, in the principal amount of $5,500,000 by Cyrix Corporation in
favor of Safeco Life Insurance Company.
10.8 - Promissory Note and Letter Loan Agreement dated November 5, 1993, in the principal amount of $3,000,000
by Cyrix Corporation in favor of Bank One, Texas, National Association. (5)
10.9 - Settlement Agreement effective January 31, 1994, between Cyrix Corporation and Intel Corporation.
(Portions have been omitted and filed separately with the Commission in reliance on Rule 24b-2 and the
Registrant's request for confidential treatment). (5)
10.10 - Agreement for Purchase of Products entered into as of
April 8, 1994 between IBM Microelectronics and Cyrix
Corporation. (Portions have been omitted and filed
separately with the Commission in reliance on Rule 24b-2
and the Registrant's request for confidential treatment).
(8)
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Exhibit
Number Description
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10.11 - Amended and Restated Agreement for Purchase of Products entered into as of April 8, 1994 between IBM
Microelectronics and Cyrix Corporation. (Portions have been omitted and filed separately with the
Commission in reliance on Rule 24b-2 and the Registrant's request for confidential treatment). (9)
10.12 - Amendment dated September 30, 1994 to License and Production Agreement entered into as of January 11,
1994 between SGS-Thomson Microelectronics, Inc. and Cyrix Corporation. (Portions have been omitted and
filed separately with the Commission in reliance on Rule 24b-2 and the Registrant's request for
confidential treatment). (10)
10.13 - Secured Revolving Credit Agreement by and among Cyrix Corporation, First Interstate Bank of Texas,
N.A., National Bank of Canada, and The Boatmen's National Bank of St. Louis dated September 23, 1994.
(Portions have been omitted and filed separately with the Commission in reliance on Rule 24b-2 and the
Registrant's request for confidential treatment). (10)
10.14 - Cyrix Corporation Non-Discretionary Non-Employee Directors Stock Plan (11)
10.15 - Agreement for Purchase of Products (Foundry) entered into as of May 17, 1996 between IBM
Microelectronics and Cyrix Corporation. (12)
11 - Earnings Per Common and Common Equivalent Share.
21 - Subsidiaries.(13)
23 - Consent of Ernst & Young LLP.
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(1) - Filed as an Exhibit to the Company's Registration Statement on Form S-3 (File No. 333-10669) and
incorporated herein by reference.
(2) - Filed as an Exhibit to the Company's Registration Statement on Form S-1 (File No. 33-63144) and
incorporated herein by reference.
(3) - Filed as an Exhibit to the Company's Registration Statement on Form S-8 (File No. 33-68004) and
incorporated herein by reference
(4) - Filed as an Exhibit to the Company's Registration Statement on Form S-8 (File No. 33-87064) and
incorporated herein by reference.
(5) - Filed as an Exhibit to the Company's Form 10-K for the fiscal year ended January 2, 1994 and
incorporated herein by reference.
(6) - Filed as an Exhibit to the Company's Registration Statement on Form S-8 (File No. 333-18579) and
incorporated herein by reference.
(7) - Filed as an Exhibit to the Company's Registration Statement on Form S-8 (File No. 33-99492) and
incorporated herein by reference.
(8) - Filed as an Exhibit to the Company's Form 10-Q for the quarterly period ended April 3, 1994 and
incorporated herein by reference.
(9) - Filed as an Exhibit to the Company's Form 10-Q for the quarterly period ended July 3, 1994 and
incorporated herein by reference.
(10) - Filed as an Exhibit to the Company's Form 10-Q for the quarterly period ended October 2, 1994 and
incorporated herein by reference.
(11) - Filed as an Exhibit to the Company's Registration Statement on Form S-8 (File No. 33-99488) and
incorporated herein by reference.
(12) - Filed as an Exhibit to the Company's Form 10-Q for the quarterly period ended June 30, 1996.
(13) - Filed as an Exhibit to the Company's Form 10-K/A Amendment No. 1 for the fiscal year ended December 31,
1995.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CYRIX CORPORATION
By:/s/ James W. Swent, III
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James W. Swent, III
Senior Vice President of Finance
and Administration
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SAFECO
Loan No. SPLM0796
REAL ESTATE NOTE
$5,500,000.00
September 3, 1996
FOR VALUE RECEIVED, the undersigned (hereinafter called "Maker")
promises to pay to the order of SAFECO Life Insurance Company, a Washington
corporation, its successors and assigns, (hereinafter called "Holder"), at
SAFECO Plaza, Seattle, WA 98185, or at such other place as Holder may designate
in writing, the principal sum of FIVE MILLION FIVE HUNDRED THOUSAND AND NO/100
Dollars ($5,500,000.00), or so much thereof as may be advanced, together with
interest on the unpaid principal balance from the date of disbursement of funds
by Holder at the rate of 8.875% per annum. Principal and interest shall be due
and payable in one hundred nineteen (119) consecutive monthly payments of
$45,686.00 each, commencing on the 1st day of November, 1996 and continuing on
the same day of each month thereafter; provided, however, all unpaid principal
and interest shall be due and payable in full on October 1, 2006. Interest
accrued from date of disbursement until October 1, 1996 shall be due at closing.
All payments made on this Note shall first be applied to interest.
If any payment provided for herein is not paid on or before its due date or
within ten days thereafter, Maker hereby agrees to pay to Holder a late charge
equal to 5% of the payment to defray the expenses incident to handling such
delinquent payment.
Full or partial prepayment of the principal of this Note shall be
permitted during the loan term. Beginning in the first loan year, additional
principal payments may be made but shall be applied in the inverse order of
their maturity. In the event of such prepayment, a premium of two percent (2%)
of such additional amount so prepaid shall be charged during the first through
the ninth loan years. Prepayment shall be permitted without a prepayment premium
during the 10th loan year. To the extent permitted by law, any prepayment
premium shall be payable regardless of whether the loan is prepaid voluntarily
or involuntarily, including, without limitation, any prepayment resulting from
the exercise of the acceleration clause contained herein. A "loan year" shall
mean each successive twelve (12) months beginning with the first day of the
calendar month after disbursement of the funds by Holder.
This Note is secured by a Deed of Trust and an Assignment of Leases
and Rents, each of even date herewith, encumbering certain real property located
in the County of Collin, State of Texas, (the "Premises") and by any other
instruments, now or hereafter executed by Maker in favor of Holder, which in any
manner constitute additional security for this Note (all of which are
hereinafter called the "Security Documents").
Time is of the essence in the performance of all obligations of this
Note and the Security Documents. If Maker fails to make any payment when due, or
defaults in the performance or observance of any of the terms, agreements,
covenants or conditions contained in the Security Documents, which default is
not cured within ten (10) business days after Holder notifies Maker therof in
writing, then, or at any time thereafter, the entire principal balance of this
Note, irrespective of the maturity date specified herein, together with accrued
interest thereon, and the prepayment premium, shall, at the election of the
Holder, without notice, become immediately due and payable. The principal
balance of this Note shall thereafter bear interest at 6% per annum above the
interest rate then applicable hereunder.
Maker, endorsers and guarantors jointly and severally waive
presentment, protest and notice of dishonor; and consent to any renewals,
extensions or modifications of this Note, including the terms or times for
payment; and further agree that any such renewal, extension or modification of
this Note or the Security Documents or the release or substitution of any
security for this Note or any other indulgences may be made without notice to
any of said parties and shall not otherwise affect the liability of any of said
parties for the indebtedness evidenced by this Note.
Maker and all endorsers and guarantors understand that the financial
stability and managerial ability of the Maker are a substantial and material
consideration to the Holder in its agreement to make the loan evidenced hereby.
Therefore, if (i) the Premises or any part thereof or interest therein is sold,
transferred, assigned, leased (other than space leased without option to
purchase), conveyed, or otherwise alienated, or a contract of sale or other
conveyance entered into with respect thereto, or (ii) there is a change in or
transfer of a controlling interest in Maker without the prior written consent of
Holder, which consent shall not be unreasonably withheld, then upon the
occurrence of any one or more of the foregoing events, and regardless of whether
or not Maker shall be in default under this Note or the Deed of Trust or any
other loan document, Holder may, at its option, declare the then outstanding
principal balance evidenced by this Note plus accrued interest thereon
immediately due and payable or, at its sole option, it may consent to the
conveyance in writing and may increase the interest rate on this Note to the
interest rate on which Holder would then commit to make a first mortgage loan of
similar character with similar security, as determined by conditions it may deem
necessary to compensate it for the increased risk resulting from the breach of
the foregoing covenants. Such increase in interest rate shall entitle Holder to
increase the monthly payments under this Note so that the increased monthly
payments will fully amortize the outstanding balance of the indebtedness over
the unexpired term of the Note. The execution and delivery by the Maker of any
joint venture agreement, partnership agreement, or modifications thereof
declaration of trust or option agreement whereby any other person or corporation
may become entitled, directly or indirectly, to the possession or enjoyment of
the Premises, or the income or other benefits of the Premises, shall, in each
case, be deemed to be a conveyance or assignment of the Maker's interest in the
Premises for the purposes of this paragraph, and shall require prior written
consent from the Holder. Notwithstanding the foregoing, if Maker is an
individual and dies, and his interest is transferred to a member or member of
his immediate family by devise or descent, or Maker transfers his interest in
connection with bona fide estate planning, the transfer of Maker's interest
shall not constitute a conveyance or assignment requiring written consent of the
Holder.
Notwithstanding the provisions of the preceding paragraph and
provided Maker is not then in default under this Note, the Deed of Trust or any
of the Security Documents, Maker shall have a one-time only right upon payment
of an assumption fee equal to one percent (1%) of the then principal balance
outstanding under this Note to convey the Premises to a transferee whose
property management ability, financial strength and credit history are approved
by Holder, which approval shall not be unreasonably withheld or delayed. If
Holder withholds its approval because of the proposed transferee's lack of
creditworthiness, property management ability or financial strength or other
reasonable basis which leads Holder to reasonably believe the loan or the
security would be impaired, Holder shall not be deemed to have unreasonably
withheld its consent. As a condition of said approval, such transferee shall
assume Maker's obligations under this Note and the Security Documents and any
grantors of the indebtedness shall agree to remain fully bound. Any consent
given by Holder pursuant to the foregoing paragraphs shall not constitute a
consent to any future such transaction.
In no event whatsoever shall the amount paid or agreed to be paid to
Holder for the use, forbearance or detention of the money exceed the highest
lawful rate permissible under applicable law, it being the intent of Holder and
Maker in the execution of this Note to contract in strict accordance with
applicable usury laws.
Any forbearance of Holder in exercising any right or remedy hereunder
or under the Security Documents, or otherwise afforded by applicable law, shall
not be a waiver of or preclude the exercise of any right or remedy. The
acceptance by Holder of payment of any sum payable under this Note after the due
date of such payment shall not be a waiver of Holder's right to either require
prompt payment when due of all other sums payable hereunder or to declare a
default for failure to make prompt payment
This Note shall be governed by the laws of the state of Texas and
shall be the joint and several obligation of all makers, endorsers and
guarantors binding upon them and their successors and assigns. All makers,
endorsers and guarantors agree jointly and severally to pay all costs of
collection and of suit and foreclosure, including reasonable attorney's fees.
MAKER: CYRIX CORPORATION, a Delaware corporation
By: /s/ James W. Swent, III, Treasurer
