QUALITY SEMICONDUCTOR INC
8-K/A, 1998-01-30
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: January 30, 1998



                           QUALITY SEMICONDUCTOR, INC.
             (Exact name of registrant as specified in its charter)



         California                    2-23128                  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 3

<PAGE>

Item 7.           Financial Statements and Exhibits.

                  (c)      Exhibits

Exhibit 99.1      Quality Semiconductor, Inc. Press Release dated
                  January 21, 1998



<PAGE>



                           QUALITY SEMICONDUCTOR, INC.

                           CURRENT REPORT ON FORM 8-K

                                  EXHIBIT INDEX



Exhibit No.                          Exhibit

99.1              Quality Semiconductor, Inc. Press Release dated
                  January 21, 1998



<PAGE>


                                          For more information contact:

                                          Rick Bottomley
                                          Acting Chief Financial Officer
                                          Quality Semiconductor, Inc.
                                          (408) 450-8000

                                          Morgen-Walke Associates, Inc.
                                          Doug Sherk, Carolyn Bass, Jim Byers
                                          (415) 296-7383
                                          Josh Passman, Vince Daniels
                                          (212) 850-5600


FOR IMMEDIATE RELEASE


        QUALITY SEMICONDUCTOR REPORTS FISCAL 1998 FIRST QUARTER RESULTS

SANTA  CLARA,  CA  --  (January  21,  1998)  --  Quality   Semiconductor,   Inc.
(Nasdaq:QUAL)  today reported for the first quarter ended December 31, 1997. The
reported   results  are  in  line  with  the  Company's  first  quarter  outlook
announcement  on December 8, 1997.  Revenue for the first quarter was $18,534.00
versus  $12,345,000  for the first quarter a year ago, and  $20,502,000  for the
prior quarter. Net loss for the first quarter was $989,000,  or a $0.13 loss per
share,  compared  to net  income  of  $131,000,  or $0.02  per share in the same
quarter a year ago, and a net loss of $1,180,000,  or a $0.16 loss per share for
the prior quarter. The earnings shortfall was due primarily to pricing pressures
in its  networking  product line and the revenue  shortfall was due primarily to
softness  in  demand of its  logic  products.  Average  weighted  common  shares
outstanding for the first quarter ended December 31, 1997 were 7,373,000  versus
6,185,000 for the first quarter of the previous year.

         Paul Gupta, President and CEO stated "although we are disappointed with
our performance in the first fiscal quarter,  we are encouraged by the continued
acceptance of the Company's networking products in which we shipped over 900,000
units in the first quarter of fiscal 1998. In addition,  we are also  encouraged
with the results of our cost  reduction  efforts  achieved in the latter half of
the first quarter. Our fab in Sydney, Australia received ISO 9001 certification,
and is now qualified at 0.5 micron production,  which we anticipate will enhance
our cost reduction  programs while  providing a low cost  alternative  source of
supply for wafers for our networking products.

         Except  for  historical   information  contained  herein,  the  matters
discussed in this press release are forward-looking  statements that are subject
to certain risks and uncertainties that could cause the actual results to differ
materially from those projected, including, among others, litigation, the impact
of competitive products and pricing,  general economic conditions and conditions
specific to the  semiconductor  industry,  fluctuations in customer demand,  the
timing  and  market  acceptance  of  new  product   introductions,   the  timely
development and  qualification  of new products and other risk factors listed in
the  Company's  SEC reports  including  the  Company's  periodic  reports  filed
pursuant to the Security Exchange Act of 1934 and the Registration  Statement on
form S-1 filed by the Company in connection  with its initial  public  offering.
Quality  Semiconductor  assumes no obligation to update the information included
in this press release.

         Quality   Semiconductor,    Inc.   designs,    develops   and   markets
high-performance  logic  and  networking  semiconductor  products.  The  Company
targets systems manufacturers  principally in the networking,  personal computer
and workstation  markets.  The Company's logic products include the 3.3-volt and
5-volt QSFCT  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.  QSI's
networking  products  include two Fast Ethernet CMOS  transceivers  that provide
high  integration  solutions  for the  adapter,  repeater,  switch  and card bus
markets.

                               -tables to follow-


<PAGE>




                           Quality Semiconductor Inc.
                      Consolidated Statements of Operations
                    (In thousands, except per share amounts)
                                   (Unaudited)


Three Months Ended

December 31,
                                              ---------------------------------
                                                   1997                1996
                                              -------------       -------------

Net revenues                                   $ 18,534              $ 12,345

Cost of sales                                    13,420                 7,238
                                              -------------       -------------

Gross Margin                                      5,114                 5,107


Operating expenses:
     Research and development                     2,720                 2,110
     Sales and marketing                          2,392                 1,788
     General and administrative                   1,371                   925
                                              -------------       -------------
       Total operating expenses                   6,483                 4,823

Operating income (loss)                          (1,369)                  284

Interest, net                                      (153)                 (83)
                                              -------------       -------------

Income (loss) before taxes                       (1,522)                  201

Provision (benefit) for taxes                      (533)                   70
                                             -------------       -------------

Net income (loss)                                $ (989)                $ 131
                                             =============       =============

Net income (loss) per share - Basic             $ (0.13)               $ 0.02
                                             =============       =============
Net income (loss) per share - Diluted           $ (0.13)               $ 0.02
                                             =============       =============

Weighted shares outstanding - Basic                7,373                5,664
                                             =============       =============
Weighted shares outstanding - Diluted              7,373                6,185
                                             =============       =============

<PAGE>


                           Quality Semiconductor Inc.
                           Consolidated Balance Sheets
                            (unaudited, in thousands)


                                                   Dec 31             Sept. 30,
                                               ------------        -------------
                                                   1997                 1997
                                               ------------        -------------
           Assets

Current assets:
      Cash, cash equivalents, and 
      short-term investments                     $ 13,908              $ 13,059
      Accounts receivable, net                      9,223                 8,748
      Inventories                                  13,725                17,689
      Other current assets                          5,791                 5,327
                                               ------------         ------------
          Total current assets                     42,647                44,823

Property and equipment, net                        22,382                22,859
Other assets                                        1,883                 2,150
                                               ============        =============
           Total assets                          $ 66,912              $ 69,832
                                               ============        =============


                       Liabilities and Shareholders Equity

Current liabilities:
      Accounts payable, accrued liabilities,
      and deferred income                        $ 10,571              $ 11,382
      Current portion of long-term obligations      6,141                 5,666
                                               ------------        -------------
      Total current liabilities                    16,712                17,048

Long-term liabilities                               6,054                 7,202
Deferred tax liabilities                            1,832                 1,945

Shareholders equity                                42,314                43,637
                                               ============        =============
     Total liabilities and shareholders equity   $ 66,912              $ 69,832
                                               ============        =============


<PAGE>


                                   SIGNATURES


Pursuant to 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 thereunto duly authorized.


                                        QUALITY SEMICONDUCTOR, INC.

Date:    January 30, 1998               By:  /s/ Richard A. Bottomley
                                            -----------------------------------
                                                 Richard A. Bottomley
                                                 Acting Chief Financial Officer


<PAGE>



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