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 December 10, 1997
QUALITY SEMICONDUCTOR, INC.
(Exact name of registrant as specified in its charter)
California 0-23128 77-0199189
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
851 Martin Avenue
Santa Clara, CA 95050
(Address of principal executive offices) (including Zip code)
(408) 450-8000
(Registrant's telephone number, including area code)
Exhibit Index on page 4
<PAGE>
Item 5. Other Events
On December 8, 1997, Quality Semiconductor, Inc., a California
corporation (the "Company") announced estimate revenues for the first fiscal
quarter ending December 31, 1997. Further details regarding this announcement
are contained in the Company's press release dated December 8, 1997 attached as
an exhibit hereto and incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99 Quality Semiconductor, Inc. Press Release dated December 8, 1997.
<PAGE>
SIGNATURES
Pursuant the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended has duly caused this report to be signed on its behalf of
the undersigned hereunto duly authorized.
QUALITY SEMICONDUCTOR, INC.
Date: December 10, 1997 By: /s/ R. Paul Gupta
--------------------
R. Paul Gupta
President and
Chief Executive Officer
<PAGE>
QUALITY SEMICONDUCTOR, INC.
CURRENT REPORT ON FORM 8-K
EXHIBIT INDEX
Exhibit No. Exhibit
99 Quality Semiconductor, Inc. Press Release dated December 8, 1997
<PAGE>
EXHIBIT 99
For more information contact:
Quality Semiconductor, Inc.
Rick Bottomley
(408) 450-8000
Morgen-Walke Associates, Inc.
Doug Sherk, Suzanne Craig, Chris Del Carlo
(415) 296-7383
Josh Passman, Vince Daniels
(212) 850-5698
FOR IMMEDIATE RELEASE
SANTA CLARA, CA - (BUSINESS WIRE) - December 8, 1997 - Quality
Semiconductor, Inc., today announced that, based on current expectations, it
estimates revenues for the first fiscal quarter ending December 31, 1997 to be
approximately $18 - $19 million.
The Company believes that this shortfall is due primarily to pricing
pressures in its networking product and softness in demand of its logic
products. The Company also estimates that these factors will cause gross margins
to decline to approximately 27% to 30% for the quarter. As a result, the Company
currently expects to report a pre-tax loss of approximately $1.3 million to $1.6
million for the fiscal quarter.
These statements about essential results are preliminary and based on
currently available information and management's assumptions. The Company will
announce its results for the quarter on January 21, 1998, after the close of the
market.
Paul Gupta, President and CEO stated "Although we are disappointed with our
anticipated performance in the first fiscal quarter, we are encouraged by the
continued acceptance of the Company's networking products. The Company expects
to ship over 900,000 units of networking products in this fiscal quarter,
compared to shipments of approximately 800,000 units in the prior quarter.
"We are also encouraged by our cost reduction efforts and yield enhancement
programs in our networking product line. Based on these efforts and our current
expected decline in average selling prices for networking products, we expect
the Company's gross margins to increase in the subsequent quarter. Additionally,
our fab in Australia is now qualified at 0.5 micron production and received ISO
9001 certification which we anticipate will enhance our cost reduction programs
while providing a low cost alternative source of supply for wafers for our
networking products.
"At the same time, we are continuing development efforts in the Company's
high performance clock management product line and expect that, depending upon
competitive pricing pressures, new products in this family will allow us to
increase the average selling prices of this product line."
Various matters set forth in this press release, such as statements
relating to (i) the Company" anticipated first fiscal quarter financial results;
(ii) the Company's continued acceptance of its networking product line; and
(iii) the Company's ability to reduce cost at a rate faster than the anticipated
price erosion are forward looking statements.
<PAGE>
These forward looking statements involve risks and uncertainties that could
cause actual results to differ materially from those in such forward looking
statements. These risks and uncertainties include, without limitation,
competitive pressures, including pricing and competitors' new products, the
Company's ability to timely introduce new products, trends in the semiconductor
industry, and the Company's ability to obtain design wins.
Additional factors that may affect the Company's business are described in
detail in the Company's filings with the Securities and Exchange Commission.
Quality Semiconductor, Inc. designs, develops and markets high-performance
logic as well as networking and logic-intensive specialty memory semiconductor
products. The Company targets systems manufacturers principally in the
networking, computer and communications markets.
The company's products include the 3.3-volt and 5-volt FCT and LCX families
of high-speed, low noise interface logic devices, the QuickSwitch family of high
speed, low resistance bus switches, a family of low-skew clock management
products, a family of analog switch devices and new JTAG products designed to
allow board-level testing of complex products. Quality Semiconductors networking
products include two Fast Ethernet CMOS transceivers that provide high
integration solutions for the adapter, repeater, switch and card bus markets.
###
