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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
April 16, 1998
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Date of Report (Date of earliest event reported)
ATMEL CORPORATION
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(Exact name of Registrant as specified in its charter)
California 0-19032 77-0051991
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) No.)
2325 Orchard Parkway
San Jose, California 95131
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(Address of principal executive offices)
(408) 441-0311
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(Registrant's telephone number, including area code)
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ATMEL CORPORATION
Information to be included in the Report
ITEM 5. OTHER EVENTS
On April 9, 1998, the Company reported revenues of $260,392,000, and net
income of $17,727,000, or $0.18 per share, for the first quarter ended March 31,
1998. Included in the first quarter results is less than one month of the
operating results of the Temic Semiconductor Group (Temic), which the Company
acquired in March 1998. In the first quarter of 1997, the Company's revenues
were $252,946,000 and net income was $38,738,000, or $0.38 per share. The
Company's consolidated balance sheet at March 31, 1998 reflects a preliminary
allocation of the $108,000,000 purchase price of Temic, which resulted in an
increase in inventory, accounts receivables, fixed assets, current liabilities
and long-term liabilities. A portion of the purchase price will be allocated to
in-process research and development upon the completion of a valuation study
currently in process. The amount of in-process research and development expense
will be included in the results for the first quarter of 1998 when determined.
The following tables set forth condensed consolidated income statement data
(unaudited) of the Company for the three month periods ended March 31, 1998 and
1997 and condensed consolidated balance sheet data at March 31, 1998 (unaudited)
and December 31, 1997. The operating results for any quarter are not necessarily
indicative of results for any subsequent period.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ATMEL CORPORATION
Date: April 16, 1998 By: /s/ J. Michael Ross
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J. Michael Ross
Vice President and General Counsel
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Atmel Corporation
Condensed Consolidated Income Statements
(In thousands, except per-share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
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1998(1) 1997
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<S> <C> <C>
Net revenues $260,392 $252,946
Expenses
Cost of sales 164,192 136,377
Research and development 36,659 29,171
Selling, general and administrative 27,826 25,943
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Total expenses 228,677 191,491
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Operating income 31,715 61,455
Interest income (expense), net (4,443) (1,858)
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Income before taxes 27,272 59,597
Taxes on income 9,545 20,859
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Net income $ 17,727 $ 38,738
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Basic earnings per share $ 0.18 $ 0.39
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Diluted earnings per share $ 0.18 $ 0.38
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Shares used in basic EPS calculations 99,127 99,038
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Shares used in diluted EPS calculations 100,122 101,505
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</TABLE>
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(1) A portion of the purchase price of Temic will be allocated to in-process
research and development upon the completion of a valuation study currently
in process. The amount of in-process research and development expense will
be included in the results for the first quarter of 1998 when determined.
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Atmel Corporation
Condensed Consolidated Balance Sheets
(In thousands)
<TABLE>
<CAPTION>
March 31, 1998 December 31, 1997
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(Unaudited)
<S> <C> <C>
Current assets
Cash and short-term investments $ 228,943 $ 237,532
Accounts receivable, net 282,421 216,991
Inventories 203,552 124,336
Other current assets 83,809 119,358
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Total current assets 798,725 698,217
Other assets 51,800 42,338
Long-term investments 93,766 95,536
Fixed assets, net 1,078,461 985,949
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Total assets $2,022,752 $1,822,040
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Current liabilities
Current portion of long-term debt $ 183,713 $ 67,522
Trade accounts payable and other accrued liabilities 304,593 290,890
Income taxes payable 9,769 0
Deferred income on shipments to distributors 28,411 25,256
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Total current liabilities 526,486 383,668
Long-term debt 629,283 571,389
Deferred income taxes 34,499 34,499
Put warrants 58,930 46,050
Shareholders' equity
Common stock 303,696 334,303
Retain earnings 469,858 452,131
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Total shareholders' equity 773,554 786,434
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Total liabilities and shareholders' equity $2,022,752 $1,822,040
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</TABLE>
