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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
|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 31, 1996
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number: 0-19032
ATMEL CORPORATION
(Exact name of registrant as specified in its charter)
California 77-0051991
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2325 Orchard Parkway, San Jose, California 95131
(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 441-0311
---------------------------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
---------------------------------
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 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. YES X NO
--- ---
The aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the closing sale price of the Common Stock on March 7,
1997 as reported on the Nasdaq National Market, was approximately
$2,270,674,000. Shares of Common Stock held by each officer and director 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.
As of March 7, 1997, Registrant had outstanding 100,695,000 shares of Common
Stock.
DOCUMENTS INCORPORATED BY REFERENCE
The Registrant's Annual Report to Shareholders for the fiscal year ended
December 31, 1996 is incorporated by reference in Parts II and IV of this Form
10-K to the extent stated herein. The Registrant's definitive Proxy Statement
for the Annual Meeting of Shareholders to be held on April 30, 1997 is
incorporated by reference in Part III of this Form 10-K to the extent stated
herein.
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<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Report on Form 10-K:
1. Financial Statements. The following Consolidated Financial
Statements of Atmel Corporation and Report of Independent Accountants are
incorporated by reference to the Registrant's 1996 Annual Report to
Shareholders:
Consolidated Statements of Income for the Three Years Ended December
31, 1996
Consolidated Balance Sheets as of December 31, 1996 and 1995
Consolidated Statements of Shareholders' Equity for the Three Years
Ended December 31, 1996
Consolidated Statements of Cash Flows for the Three Years Ended
December 31, 1996
Notes to Consolidated Financial Statements
Report of Independent Accountants
2. Financial Statement Schedules. The following financial statement
schedules of Atmel Corporation for the years ended December 31, 1996, 1995 and
1994 are filed as part of this Report on Form 10-K and should be read in
conjunction with the Consolidated Financial Statements, and related notes
thereto, of Atmel Corporation.
Schedule Page
-------- ----
Report of Independent Accountants on
Financial Statement Schedule S-1
II Valuation and Qualifying Accounts S-2
Schedules not listed above have been omitted because they are not
applicable or are not required or the information required to be set forth
therein is included in the consolidated financial statements or notes thereto.
3. Exhibits. The following Exhibits are filed as part of, or
incorporated by reference into, this Report on Form 10-K:
3.1(3) Articles of Incorporation of Registrant, as amended to
date.
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<PAGE>
3.2(1) Bylaws of Registrant.
10.1(1)+ 1986 Incentive Stock Option Plan, as amended, and
forms of stock option agreements thereunder.
10.2(1)+ 1991 Employee Stock Purchase Plan, as amended.
10.3(3) Credit Agreement dated April 20, 1995, between Wells Fargo
Bank and Registrant.
10.4(1) Form of Indemnification Agreement between Registrant and
its officers and directors.
10.5(2) Consulting Agreement by and between Norman Hall and
Registrant dated March 1, 1990.
10.6(4) 1996 Stock Plan, as amended and forms of agreements
thereunder.
11.1 Computation of Earnings Per Share.
13.1 Registrant's Annual Report to Shareholders for the fiscal
year ended December 31, 1996 (except for the portions of
the 1996 Annual Report to the Shareholders expressly
incorporated by reference in the Report on Form 10-K, the
1996 Annual Report to Shareholders is furnished for the
information of the Securities and Exchange Commission and
is not to be deemed "filed").
21.1 Subsidiaries of Registrant.
23.1 Consent of Independent Accountants
24.1 Power of Attorney (included on the signature pages hereof)
27. Financial Data Schedule.
(1) Incorporated by reference to exhibits to the Company's Registration
Statement on Form S-1 (File No. 33-38882) declared effective on March
19, 1991.
(2) Incorporated by reference to exhibits to the Company's Annual Report on
Form 10-K for the year ended December 31, 1992.
(3) Incorporated by reference to exhibits to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995.
(4) Incorporated by reference to exhibits to the Company's Registration
Statement on Form S-8 (File No. 333-15823) filed on November 8, 1996.
+ The item listed is a compensatory plan.
16
<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 on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized.
ATMEL CORPORATION
March 27, 1997 By: /s/ George Perlegos
-----------------------
George Perlegos
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints George Perlegos and Kris Chellam, and
each of them, jointly and severally, his attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign any and all
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 each of said
attorneys-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 on 10-K has been signed by the following persons in the capacities
and on the dates indicated:
<TABLE>
Signature Title Date
--------- ----- ----
<CAPTION>
<S> <C> <C>
/s/ George Perlegos President, Chief Executive March 27, 1997
- --------------------------------- Officer (Principal Executive
(George Perlegos) Officer) and Director
/s/ Kris Chellam Vice President, Finance and March 27, 1997
- --------------------------------- Administration and Chief Financial
(Kris Chellam) Officer (Principal Financial and
Accounting Officer)
/s/ Norm Hall Director March 27, 1997
- ---------------------------------
(Norm Hall)
/s/ Gust Perlegos Director March 27, 1997
- ---------------------------------
(Gust Perlegos)
</TABLE>
18
<PAGE>
<TABLE>
<S> <C> <C>
/s/ T. Peter Thomas Director March 27, 1997
- ---------------------------------
(T. Peter Thomas)
/s/ Tsung-Ching Wu Director March 27, 1997
- ---------------------------------
(Tsung-Ching Wu)
</TABLE>
19
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 104,113
<SECURITIES> 53,165
<RECEIVABLES> 174,515
<ALLOWANCES> 0
<INVENTORY> 70,320
<CURRENT-ASSETS> 460,023
<PP&E> 867,423
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,455,914
<CURRENT-LIABILITIES> 336,402
<BONDS> 0
<COMMON> 339,421
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,455,914
<SALES> 1,070,280
<TOTAL-REVENUES> 1,070,288
<CGS> 539,215
<TOTAL-COSTS> 764,816
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,851
<INCOME-PRETAX> 309,153
<INCOME-TAX> 107,431
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 201,722
<EPS-PRIMARY> 2.01
<EPS-DILUTED> 2.01
</TABLE>
