SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year ended September 29, 1996
Commission File Number 2-23128
QUALITY SEMICONDUCTOR, INC.
(Exact name of registrant as specified in its charter)
California 77-0199189
(State of incorporation) (I.R.S. Employer
Identification Number)
851 Martin Avenue
Santa Clara, CA 95050
(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 450-8000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of Class Name of Exchange
- ----------------------------- -----------------------------
Common Stock, $.001 par value NASDAQ/National Market System
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 the
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,
to the best of the registrant'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.
The aggregate market value of the voting stock held by non-affiliates of the
registrant (based on the closing price as reported on the NASDAQ/NMS for
November 21, 1996 was $33,695,021. Shares of Common Stock held by each executive
officer and director and by each person who owns 5% or more of the outstanding
Common Stock have been excluded in that such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes. The number of outstanding shares of
the registrant's Common Stock as of November 21, 1996 was 5,536,207.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statements Schedules, and Reports of Form 8K
(a) The following documents are filed as part of this Report:
1. Consolidated Financial Statements
2. Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts
Sequential
Exhibit Exhibit Document Description Page
Number Number
3.1 Restated Articles of Incorporation of the Company. *
3.2 Form of Amended and Restated Articles of Incorporation *
of the Company.
3.3 Bylaws of the Company. *
3.4 Certificate of Amendment of the Bylaws of the Company *
4.1 Subscription Agreement dated January 12, 1996 between **
AWA Limited and Quality Semiconductor Australia Pty. Ltd.
4.2 Semiconductor, Inc. and AWA Limited. **
4.3 Common Stock Purchase Warrant dated February 16, 1996 **
issued by Quality Semiconductor, Inc. to AWA Limited.
10.1 Form of Indemnification Agreement for directors and officers. *
10.2 Amended and Restated 1989 Stock Option Plan and forms *+
of agreements thereunder.
10.3 1993 Employee Stock Purchase Plan and form of *+
subscription agreement.
10.4 1993 Director' Stock Option Plan and form of subscription *+
agreement.
10.5 Technology/Product Development & License Agreement *
between the Company and Seiko Instruments, Inc.,
dated as of October 17, 1988, as amended to date.
<PAGE>
Sequential
Exhibit Exhibit Document Description Page
Number Number
10.6 Technology/Product Development & License Agreement *
between the Company and Yamaha Corporation, dated
as of September 23, 1989, as amended to date.
10.7 Distribution Agreement between the Company and Kanematsu *
Semiconductor Corporation, dated as of November 7, 1991.
10.8 Sales Agreement between the Company and Kanemat *
Semiconductor Corporation, dated as of June 1, 1990,
as amended to date.
10.9 Lease Agreement dated December 12, 1990 between *
the Company and the Prudential Insurance Company
of America.
10.10 Master Lease Agreement dated November 1, 1993 *
between the Company and Comdisco Inc., as amended.
10.11 Credit Agreement, dated November 30,1994 between ***
the Company and Bank of America.
10.12 Asset Purchase Agreement dated January 12, 1996 **
between Quality Semiconductor Australia Pty. Ltd. and AWA
MicroElectronics Pty. Ltd.
10.13 Guaranty and Indemnification Agreement dated January 12, **
1996 among AWA Limited, Quality Semiconductor Australia Pty
Ltd. and Quality Semiconductor, Inc.
10.14 Technology Services Agreement dated February 16, 1996 **
among AWA Limited, AWA MicroElectronics Pty. Ltd. and
Quality Semiconductor, Australia Pty. Ltd.
10.15 Form of QSA Convertible/Redeemable Note Insurance Agreement, ****
dated November 21, 1996, between Quality Semiconductor Australia,
Pty. Limited, Quality Semiconductor, Inc. and Technology Associates
(Note No.1).
10.16 Form of QSA Convertible/Redeemable Note Issuance Agreement, ****
dated Nobember 21, 1996, between Quality Semiconductor Australia,
Pty. Limited, Quality Semiconductor, Inc. and Win Win Venture
Capital Corporation (Note No.3).
<PAGE>
Sequential
Exhibit Exhibit Document Description Page
Number Number
10.17 Form of QSA Convertible/Redeemable Note Issuance Agreement, ****
dated Nobember 21, 1996, between Quality Semiconductor Australia,
Pty. Limited, Quality Semiconductor, Inc. and Win Win Venture
Capital Corporation (Note No.4).
10.18 Form of QSA Convertible/Redeemable Note Issuance Agreement, ****
dated Nobember 21, 1996, between Quality Semiconductor Australia,
Pty. Limited, Quality Semiconductor, Inc. and Win Win Venture
Capital Corporation (Note No.5).
10.19 Form of Unsecured Convertible Promissory Note of Quality ****
Semiconductor Australia, Pty. Limited.
11.1 Statement regarding Computation of Earnings Per Share 51
22.1 Subsidiaries of the Registrant 52
23.1 Consent of Ernst & Young LLP, Independent Auditors. 53
25.1 Power of Attorney included on the signature page of this 49
Annual Report on Form 10-K.
27.1 Financial Data Schedule 50
* Incorporated by reference to exhibits filed in response to Item 16(a),
"Exhibits," of the Registrant's Registration Statement on Form S-1 and Amendment
No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, and Amendment No. 5
thereto (File No. 33-72884), which became effective on November 16, 1994.
** Previously filed with Form 8K on March 4, 1996.
*** Previously Filed with Form 10-K on December 26, 1995.
**** Previously filed with Form 8-K on December 10, 1996.
+ Indicates a management contract or compensatory plan or arrangement
required to be filed as an Exhibit to this Annual Report on Form 10-K pursuant
to Item 14(c).
<PAGE>
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.
QUALITY SEMICONDUCTOR, INC.
Dated: December 20, 1996 By: /s/R. Paul Gupta
----------------
R. Paul Gupta
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints R. Paul Gupta and Stephen H. Vonderach,
his attorney-in-fact, with the power of substitution, for him in any and all
capacities, to sign any amendments to this Report on Form 10-K, and to file the
same, with exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute or substitutes may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/Chun P. Chiu Director and Chairman of the Board December 20, 1996
- -----------------------
Chun P. Chiu
/s/R. Paul Gupta Director, President and December 20, 1996
- ----------------------- Chief Executive Officer
R. Paul Gupta
/s/Stephen H. Vonderach Vice President of Finance and December 20, 1996
- ----------------------- Chief Financial Officer
Stephen H. Vonderach
/s/Andrew J. S. Kang Director December 20, 1996
- -----------------------
Andrew J. S. Kang
/s/Manhor L. Malwah Director December 20, 1996
- -----------------------
Manhor L. Malwah
/s/Robert L. Puette Director December 20, 1996
- -----------------------
Robert L. Puette
/s/Masaharu Shinya Director December 20, 1996
- -----------------------
Masaharu Shinya
/s/David D. Tsang Director December 20, 1996
- -----------------------
David D. Tsang
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<NAME> Financial Data Schedule
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6,993
0
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<INCOME-PRETAX> (2,015)
<INCOME-TAX> (705)
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