<PAGE> 1
AS FILED WITH THE EXCHANGE COMMISSION ON JANUARY 20, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ATMEL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 77-0051991
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
ORGANIZATION)
</TABLE>
2325 ORCHARD PARKWAY
SAN JOSE, CALIFORNIA 95131
(408) 441-0311
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
DONALD COLVIN
VICE PRESIDENT, FINANCE
AND CHIEF FINANCIAL OFFICER
ATMEL CORPORATION
2325 ORCHARD PARKWAY
SAN JOSE, CALIFORNIA 95131
(408) 441-0311
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
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<S> <C>
MARK A. BERTELSEN, ESQ. DENNIS C. SULLIVAN, ESQ.
BURKE F. NORTON, ESQ. MICHAEL B. GEBHARDT, ESQ.
JOSEPH F. DANIELS, ESQ. LYNN E. FULLERTON, ESQ.
WILSON SONSINI GOODRICH & ROSATI GRAY CARY WARE & FREIDENRICH LLP
PROFESSIONAL CORPORATION 400 HAMILTON AVENUE
650 PAGE MILL ROAD PALO ALTO, CALIFORNIA 94301
PALO ALTO, CALIFORNIA 94304 (650) 328-6561
(650) 493-9300
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
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Common Stock $0.001 par value........... 17,250,000 shares $31.50 $543,375,000 $143,451
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</TABLE>
(1) Includes 2,250,000 shares which the underwriters have the option to purchase
to cover over-allotments, if any.
(2) Estimated solely for the purpose of computing the amount of the registration
fee based on the average of the high and low prices for the Common Stock as
reported by the Nasdaq National Market on January 13, 2000 pursuant to Rule
457(c) under the Securities Act of 1933.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
OR SALE IS NOT PERMITTED.
PROSPECTUS (Subject to Completion)
Issued January 20, 2000
15,000,000 Shares
[ATMEL LOGO]
COMMON STOCK
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ATMEL CORPORATION IS OFFERING 15,000,000 SHARES OF ITS COMMON STOCK.
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OUR COMMON STOCK IS QUOTED ON THE NASDAQ NATIONAL MARKET UNDER THE SYMBOL
"ATML." ON JANUARY 19, 2000, THE REPORTED LAST SALE PRICE OF OUR COMMON STOCK ON
THE NASDAQ NATIONAL MARKET WAS $34 PER SHARE.
------------------------
INVESTING IN THE COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 6.
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PRICE $ A SHARE
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UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND ATMEL
PUBLIC COMMISSIONS CORPORATION
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<S> <C> <C> <C>
Per Share.......................................... $ $ $
Total.............................................. $ $ $
</TABLE>
Atmel Corporation has granted the underwriters the right to purchase up to an
additional 2,250,000 shares to cover over-allotments.
The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities, or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
Morgan Stanley & Co. Incorporated expects to deliver the shares to purchasers on
, 2000.
------------------------
MORGAN STANLEY DEAN WITTER
CREDIT SUISSE FIRST BOSTON
DEUTSCHE BANC ALEX. BROWN
MERRILL LYNCH & CO.
PRUDENTIAL VOLPE TECHNOLOGY
a unit of Prudential Securities
, 2000
<PAGE> 3
TABLE OF CONTENTS
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PAGE
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Prospectus Summary.................... 3
Risk Factors.......................... 6
Special Note Regarding Forward Looking
Statements.......................... 14
Use of Proceeds....................... 15
Dividend Policy....................... 15
Price Range of Common Stock........... 15
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PAGE
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Capitalization........................ 16
Selected Consolidated Financial
Data................................ 17
Quarterly Consolidated Financial
Data................................ 18
Underwriters.......................... 19
Legal Matters......................... 21
Experts............................... 21
Where You Can Find More Information... 21
</TABLE>
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You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information different from that contained herein. We are offering to sell, and
seeking offers to buy, shares of common stock only in jurisdictions where offers
and sales are permitted. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of the common stock.
In this prospectus "Atmel," "we," "us" and "our" refer to Atmel Corporation
and its subsidiaries. Unless otherwise indicated, all information in this
prospectus assumes no exercise of the underwriters' over-allotment option. ALL
OF THE INFORMATION IN THIS PROSPECTUS GIVES EFFECT TO A TWO-FOR-ONE STOCK SPLIT
EFFECTED IN THE FORM OF A 100% STOCK DIVIDEND TO STOCKHOLDERS OF RECORD ON
DECEMBER 3, 1999.
<PAGE> 4
PROSPECTUS SUMMARY
You should read the following summary together with the more detailed
information concerning our company and the common stock being sold in this
offering and our financial statements and related material appearing in this
prospectus and in the documents incorporated by reference in this prospectus.
Because this is only a summary, you should read the rest of this prospectus,
including the documents incorporated by reference in this prospectus, before you
invest in our common stock. Read this entire prospectus carefully, especially
the risks described under "Risk Factors."
ATMEL CORPORATION
We design, develop, manufacture and market a broad range of high
performance non-volatile memory and logic integrated circuits using our
proprietary complementary metal-oxide semiconductor, or CMOS, technologies. CMOS
technology offers higher performance at lower power and scales extremely well to
small feature size. CMOS technology provides two types of transistors, an
"n-type" transistor, or nMOS, and a "p-type" transistor, or pMOS. These
transistors serve as the fundamental building blocks of digital electronics. By
connecting them in various ways, integrated circuit designers can construct
devices that detect and amplify analog signals, perform logic operations or act
as storage media. Our strategy is to offer products that provide technology and
features that enable our customers to develop and bring to market new, high
value-added systems and products. Speed, density, power usage and specialty
packaging differentiate our products. Our products consist primarily of advanced
logic, mixed-signal, non-volatile memory, radio frequency and system-level
integration semiconductor solutions. These products are used in a range of
applications in the telecommunications, computing, networking, consumer and
automotive electronics and other markets.
Our business has four reportable segments, ASICs, Logic, Non-volatile
Memories and Temic.
- The products in our ASIC segment include full custom application-specific
integrated circuits, custom gate arrays and semi-custom cell-based
integrated circuits designed to meet specialized customer requirements
for their high performance devices in a broad variety of applications.
- The products in our Logic segment include microcontrollers, eraseable,
programmable, logic devices, or EPLDs and field programmable gate arrays,
or FPGAs for sale to customers who use them in a broad variety of
applications.
- The products in our Non-volatile Memories segment include eraseable
programmable read-only memories, or EPROMs, electrically eraseable
programmable read only memories, or EEPROMs, and Flash for use in a broad
variety of customer applications.
- The Temic segment is a wholly-owned European subsidiary producing analog,
microcontroller and specialty products to service the automotive,
telecommunications, consumer and industrial markets. Although some of its
products overlap with one or more of the other segments, the Temic
segment is managed as a discrete business.
Our products are based on our proprietary CMOS, bipolar, bipolar CMOS and
silicon germanium, or SiGe, process technologies. Within each product family, we
offer our customers products with a range of speed, density, power usage,
specialty packaging and other features.
We market our products worldwide to a diverse base of original equipment
manufacturers, or OEMs, serving primarily commercial markets. In the United
States and Canada, we sell our products to large OEM accounts primarily through
manufacturers' representatives and through national and regional distributors.
We support this sales network from our headquarters in San Jose, California and
through regional offices in Southern California, Colorado, Illinois,
Massachusetts, Minnesota, New Jersey, North Carolina and Texas.
We were originally incorporated in California in December 1984. In October
1999 we were reincorporated in Delaware. Our principal offices are located at
2325 Orchard Parkway, San Jose, California 95131 and our telephone number is
(408) 441-0311.
3
<PAGE> 5
RECENT DEVELOPMENTS
Wafer Fabrication Facility. We recently acquired an 8-inch wafer
fabrication facility located in Irving, Texas from Hitachi Semiconductor
(America) Inc. We will begin an installation plan for 0.18 micron manufacturing
equipment, and intend to have capacity available by the first quarter of 2001.
We acquired the facility to manufacture advanced semiconductors, in particular
those using 0.18-micron digital and SiGe bipolar CMOS processes for wireless and
telecommunication products.
TCS Acquisition. On December 20, 1999, we agreed in principle to acquire
Thomson-CSF Semiconducteurs Specifique (TCS), a wholly-owned subsidiary of
Thomson-CSF. TCS specializes in the development and manufacture of ASICs,
including image sensors, as well as analog, digital and radio frequency ASICs,
and products manufactured using SiGe processes. TCS products are used in such
applications as digital cameras, fingerprint sensors, GPS and RF chips, which we
believe will provide us with an enhanced ability to provide integrated solutions
for the wireless and consumer end markets.
Recent Operating Results. On January 20, 2000, we reported our operating
results for the quarter and year ended December 31, 1999. The following table
shows certain consolidated financial data for the quarter and year ended
December 31, 1999. We believe that this information reflects all adjustments
(consisting of only normal recurring adjustments) necessary for a fair
presentation for the periods presented. The operating results for any period are
not necessarily indicative of results for any future period.
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QUARTER ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
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1998 1999 1998 1999
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(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Net revenues................................. $288,681 $388,738 $1,111,092 $1,330,161
Operating income (loss)...................... 17,942 56,992 (19,657) 142,978
Net income (loss)............................ 9,960 33,039 (50,038) 53,379
Basic net income (loss) per share............ $ 0.05 $ 0.16 $ (0.25) $ 0.27
Diluted net income (loss) per share.......... $ 0.05 $ 0.16 $ (0.25) $ 0.26
</TABLE>
4
<PAGE> 6
THE OFFERING
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Common stock offered......................... 15,000,000 shares
Common stock to be outstanding after this 217,089,195 shares(1)
offering.....................................
Use of proceeds.............................. We will use the proceeds of this offering to
fund planned capital expenditures and for
working capital and other general corporate
purposes. See "Use of Proceeds."
Nasdaq National Market Symbol................ ATML
</TABLE>
SUMMARY CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
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NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
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1996 1997 1998 1998 1999
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CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Net revenues..................... $1,070,288 $958,282 $1,111,092 $822,411 $941,423
Total expenses................... 764,816 933,233 1,130,749 860,010 855,437
---------- -------- ---------- -------- --------
Operating income (loss).......... 305,472 25,049 (19,657) (37,599) 85,986
Income (loss) before taxes....... 309,153 6,001 (50,931) (61,069) 77,198
---------- -------- ---------- -------- --------
Net income (loss)................ $ 201,722 $ 1,801 $ (50,038) $(59,998) $ 20,340
========== ======== ========== ======== ========
Net income (loss) per share:
Basic.......................... $ 1.03 $ 0.01 $ (0.25) $ (0.30) $ 0.10
========== ======== ========== ======== ========
Diluted........................ $ 1.00 $ 0.01 $ (0.25) $ (0.30) $ 0.10
========== ======== ========== ======== ========
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SEPTEMBER 30, 1999
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ACTUAL AS ADJUSTED(2)
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CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents and short-term investments........... $ 343,068 $ 830,931
Working capital............................................. 542,755 1,030,618
Total assets................................................ 1,948,260 2,436,123
Long-term obligations, net of current portion............... 718,262 718,262
Stockholders' equity........................................ 796,470 1,284,333
</TABLE>
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(1) Based upon shares outstanding as of December 31, 1999 (assuming no exercise
of options after December 31, 1999). Excludes 13,512,529 shares of Common
Stock available for grant pursuant to Atmel Corporation's employee stock
plans, under which options to purchase 11,419,858 shares of Common Stock
were outstanding as of December 31, 1999.
(2) Adjusted to give effect to the sale of the 15,000,000 shares of common stock
in this offering at an assumed public offering price of $34.00 per share
after deducting estimated underwriting discounts and commissions and
offering expenses payable by us.
5
<PAGE> 7
RISK FACTORS
You should carefully consider the risks described below before making an
investment decision. The risks described below are not the only ones facing our
company. Additional risks not presently known to us or that we currently believe
are immaterial may also impair our business operations. Our business could be
harmed by any of these risks. The trading price of our common stock could
decline due to any of these risks, and you may lose all or part of your
investment. In assessing these risks, you should also refer to the other
information contained or incorporated by reference in this prospectus, including
our financial statements and related notes.
OUR REVENUE AND OPERATING RESULTS FLUCTUATE SIGNIFICANTLY DUE TO A VARIETY OF
FACTORS, WHICH MAY RESULT IN VOLATILITY OR A DECLINE IN OUR STOCK PRICE
Our future operating results will be subject to quarterly variations based
upon a wide variety of factors, many of which are not within our control. These
factors include:
- the cyclical nature of both the semiconductor industry and the markets
addressed by our products;
- fluctuations in manufacturing yields;
- the timing of introduction of new products;
- the timing of customer orders;
- price erosion;
- changes in mix of products sold;
- the extent of utilization of manufacturing capacity;
- product obsolescence;
- availability of supplies and raw materials;
- price competition and other competitive factors; and
- fluctuations in currency exchange rates.
Any unfavorable changes in these factors could harm our operating results.
In particular, we believe that our future sales growth will depend
substantially on the success of our new products. Our new products are generally
incorporated into our customers' products or systems at the design stage.
However, design wins may precede volume sales by a year or more. We may not be
successful in achieving design wins or any design win may not result in future
revenues, which depend in large part on the success of the customer's end
product or system. We expect the average selling price of each of our products
to decline as individual products mature and competitors enter the market. To
offset average selling price decreases, we rely primarily on reducing costs in
the manufacturing of those products, increased unit sales to absorb fixed costs
and introducing new, higher priced products which incorporate advanced features
or integrated technologies to address new or emerging markets. To the extent
that such cost reductions and new product introductions do not occur in a timely
manner, our operating results could be harmed. From time to time, our quarterly
revenues and operating results can become more dependent upon orders booked and
shipped within a given quarter and, accordingly, our quarterly results can
become less predictable and subject to greater variability.
In addition, our continued success will depend in large part on the
continued growth of various electronics industries that use semiconductors,
including manufacturers of computers, telecommunications equipment, automotive
electronics, industrial controls, consumer electronics, data networking
equipment and military equipment. Our success will also depend upon a better
supply and demand balance within the industry.
In 1997, 1998 and early 1999 the semiconductor industry experienced a
significant downturn, characterized by, among other things, diminished product
demand, production overcapacity and decline of average selling prices of
products. While our revenues in 1998 increased as compared to 1997, the increase
was
6
<PAGE> 8
primarily attributable to the inclusion of revenues from Temic's business, which
we acquired in March 1998. Excluding the results of Temic, our revenues
decreased in 1998 as compared with 1997, reflecting the cyclical downturn in the
worldwide semiconductor industry throughout 1997 and 1998. While sales of our
ASIC and logic-related products increased, continued price reduction of our
commodity non-volatile memory products (caused by continued weakened business
conditions and excess manufacturing capacity in the semiconductor industry) more
than offset the impact of higher sales of ASIC and logic-related products in
1998. These non-volatile memory products included our commodity EPROMs and Flash
memories. These business conditions in the worldwide semiconductor industry also
contributed to our decision to implement a restructuring plan, which was
announced in the second quarter of fiscal 1998. The restructuring plan, which
resulted in a nonrecurring charge of approximately $66.3 million, included a ten
percent work force reduction and an impairment charge to write down the value of
certain manufacturing equipment and machinery with older process technology. We
also recognized an in-process research and development charge of $23.4 million
relating to the Temic acquisition during the second quarter of 1998.
IF WE DO NOT SUCCESSFULLY INCREASE OUR MANUFACTURING CAPACITY, WE MAY FACE
CAPACITY CONSTRAINTS THAT COULD HARM OUR BUSINESS
We currently manufacture our products at our wafer fabrication facilities
located in Colorado Springs, Colorado, Heilbronn, Germany, Nantes, France, and
Rousset, France. In addition, we currently expect our new facility in Irving,
Texas, to be operational and producing wafers by the first quarter of 2001. We
believe that we will be able to substantially meet our production needs from
these facilities through the end of the fourth quarter of 2002, although this
date may vary depending on, among other things, our rate of growth. We will be
required to hire, train and manage additional production personnel in order to
increase production capacity as planned. We will also be required to
successfully implement new manufacturing technologies such as 0.25-micron,
0.18-micron and chemical and mechanical planarization in our wafer manufacturing
facilities to increase our manufacturing capacity and yields. If we cannot
expand our capacity on a timely basis, we could experience significant capacity
constraints that would prevent us from meeting customer demand. In addition, the
depreciation and other expenses that we will incur in connection with the
expansion of our manufacturing capacity may reduce our gross margins in future
periods.
We are exploring alternatives for the further expansion of our
manufacturing capacity, which would likely occur after 2000, including:
- expanding our current wafer fabrication facilities;
- purchasing or building one or more additional wafer fabrication
facilities;
- entering into strategic relationships to obtain additional capacity.
Any of these alternatives could require a significant investment by us, and none
of the alternatives for expanding our manufacturing capacity may be available on
a timely basis.
The cost of expanding our manufacturing capacity at the Irving, Texas
facility or elsewhere is expected to be funded through a combination of
available cash resources, cash from operations and additional lease, debt or
equity financing. We may not be able to obtain the additional financing
necessary to fund the expansion of our manufacturing facilities.
Expanding our wafer fabrication capacity involves significant risks,
including:
- shortages of materials and skilled labor;
- unavailability of semiconductor manufacturing and testing equipment;
- unforeseen environmental or engineering problems;
- work stoppages;
- approvals and requirements of governmental and regulatory agencies; and
- unanticipated cost increases.
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<PAGE> 9
Any one of these risks could delay the building, equipping and production
start-up of a new facility or the expansion of an existing facility, and could
involve significant additional costs or reduce our anticipated revenues. In
addition, the timing of commencement of operation of our Irving, Texas facility
will depend upon the availability, timely delivery, successful installation and
testing of complex process equipment.
As a result of these and other factors, any expanded or new facility may
not be completed and in volume production on time or within budget. Furthermore,
we may be unable to achieve adequate manufacturing yields in any expanded or new
facility in a timely manner, and our revenues may not increase in proportion to
the anticipated increase in manufacturing capacity associated with any expanded
or new facility.
IF WE ARE UNABLE TO EFFECTIVELY UTILIZE OUR WAFER MANUFACTURING CAPACITY AND OUR
ABILITY TO ACHIEVE ACCEPTABLE MANUFACTURING YIELDS, OUR BUSINESS WOULD BE HARMED
The fabrication of our integrated circuits is a highly complex and precise
process, requiring production in a tightly controlled, clean environment. Minute
impurities, difficulties in the fabrication process, defects in the masks used
to print circuits on a wafer or other factors can cause a substantial percentage
of wafers to be rejected or numerous die on each wafer to be nonfunctional. We
may experience problems in achieving acceptable yields in the manufacture of
wafers, particularly in connection with the expansion of our manufacturing
capacity and related transitions. The interruption of wafer fabrication or the
failure to achieve acceptable manufacturing yields at any of our wafer
fabrication facilities would harm our business.
In 1997 and 1998, we made substantial capital expenditures to increase our
wafer fabrication capacity at our facilities in Colorado Springs, Colorado and
Rousset, France, and acquired two wafer fabrication facilities in connection
with our acquisition of Temic. In 1998, our gross margin declined significantly
as a result of the increase in fixed costs and operating expenses related to
this expansion of capacity, and lower product margins in many of our
non-volatile memory products due to severe price decline. In 1999, the declining
gross margin trend reversed, primarily due to a higher unit sales volume over
which to spread fixed costs and operating expenses, the inclusion of Temic's
positive gross margin for all of 1999 compared to only ten months in 1998, and
average selling prices that stabilized in 1999.
The improved market conditions experienced in 1999 may not continue or may
not permit us to fully utilize our wafer fabrication capacity, and our increases
in fixed costs and operating expenses related to manufacturing overcapacity may
harm our operating results. If net revenues do not continue to increase
sufficiently in future periods our business could be harmed. We experienced
production delays and yield difficulties in connection with earlier expansions
of our wafer fabrication capacity. Production delays, difficulties in achieving
acceptable yields at any of our fabrication facilities or overcapacity could
materially and adversely affect our operating results.
THE CYCLICAL NATURE OF THE SEMICONDUCTOR INDUSTRY COULD CREATE FLUCTUATIONS IN
OUR OPERATING RESULTS, AS WE EXPERIENCED IN 1997 AND 1998
The semiconductor industry has historically been cyclical, characterized by
wide fluctuations in product supply and demand. From time to time, the industry
has also experienced significant downturns, often in connection with, or in
anticipation of, maturing product cycles and declines in general economic
conditions. Downturns of this type occurred in 1997 and 1998. These downturns
have been characterized by diminished product demand, production overcapacity
and accelerated decline of average selling prices, and in some cases have lasted
for more than a year. Our business could be harmed by industry-wide fluctuations
in the future. The commodity memory portion of the semiconductor industry, from
which we derived more than half of our revenues through 1998, and approximately
45.1 percent of our revenues in the first nine months of 1999, continued to
suffer from excess capacity in 1998, which led to substantial price reduction
during this period. While these conditions improved in 1999, if they were to
resume our growth and operating results would be harmed. In addition, in the
past, our operating results were harmed by industry-wide fluctuations in the
demand for semiconductors, which resulted in under-utilization of our
manufacturing capacity. Our continued success depends in large part on the
continued growth of various electronics industries that use semiconductors,
including manufacturers of computers, telecommunications equipment, automotive
electronics, industrial
8
<PAGE> 10
controls, consumer electronics, data networking and military equipment, and a
better supply and demand balance within the industry. Our business could be
harmed in the future by cyclical conditions in the semiconductor industry or by
slower growth in any of the markets served by our customer products.
OUR MARKETS ARE HIGHLY COMPETITIVE, AND IF WE DO NOT COMPETE EFFECTIVELY, WE MAY
SUFFER PRICE REDUCTIONS, REDUCED REVENUES, REDUCED GROSS MARGINS AND LOSS OF
MARKET SHARE
We compete in markets that are intensely competitive and characterized by
rapid technological change, product obsolescence and price decline. Throughout
our product line, we compete with a number of large semiconductor manufacturers,
such as AMD, Fujitsu, Intel, Sharp and ST Microelectronics. These competitors
have substantially greater financial, technical, marketing and management
resources than we do. As we have introduced our new Flash products, we are
increasingly competing directly with these competitors, and we may not be able
to compete effectively. We also compete with emerging companies attempting to
sell products in specialized markets addressed by our products. We compete
principally on the basis of the technical innovation and performance of our
products, including their speed, density, power usage, reliability and specialty
packaging alternatives, as well as on price and product availability. During
recent periods, we have experienced significant price competition in our
non-volatile memory business and especially for EPROM and Flash products. We
expect continuing competitive pressures in our markets from existing competitors
and new entrants, which, among other things, could further accelerate the trend
of decreasing average selling prices for our products.
In addition to the factors described above, our ability to compete
successfully depends on a number of factors, including the following:
- our success in designing and manufacturing new products that implement
new technologies and processes;
- our ability to offer integrated solutions using our advanced non-volatile
memory process with other technologies;
- the rate at which customers incorporate our products into their systems;
- product introductions by our competitors;
- the number and nature of our competitors in a given market; and
- general market and economic conditions.
Many of these factors are outside of our control, and we may not be able to
compete successfully in the future.
WE MUST KEEP PACE WITH TECHNOLOGICAL CHANGE TO REMAIN COMPETITIVE
The average selling prices of our products historically have decreased over
the products' lives and are expected to continue to do so. As a result, our
future success depends on our ability to develop and introduce new products
which compete effectively on the basis of price and performance and which
address customer requirements. We are continually in the process of designing
and commercializing new and improved products to maintain our competitive
position. The success of new product introductions is dependent upon several
factors, including timely completion and introduction of new product designs,
achievement of acceptable fabrication yields and market acceptance. Our
development of new products and our customers' decision to design them into
their systems can take as long as three years, depending upon the complexity of
the device and the application. Accordingly, new product development requires a
long-term forecast of market trends and customer needs, and the successful
introduction of our products may be adversely affected by competing products or
technologies serving markets addressed by our products. Our qualification
process involves multiple cycles of testing and improving a product's
functionality to ensure that our products operate in accordance with design
specifications. If we experience delays in the introduction of new products as a
result of the qualification process, our future operating results could be
harmed.
9
<PAGE> 11
In addition, new product introductions frequently depend on our development
and implementation of new process technologies, and our future growth will
depend in part upon the successful development and market acceptance of these
process technologies. In addition, our integrated solution products will require
more technically sophisticated sales and marketing personnel to market these
products successfully to customers. We are developing new products with smaller
feature sizes, the fabrication of which will be substantially more complex than
fabrication of our current products. If we are unable to design, develop,
manufacture, market and sell new products successfully, our operating results
will be harmed. Our new product development, process development, or marketing
and sales efforts may not be successful, our new products may not achieve market
acceptance, and price expectations for our new products may not be achieved.
OUR OPERATING RESULTS ARE HIGHLY DEPENDENT ON OUR INTERNATIONAL SALES AND
OPERATIONS, WHICH EXPOSES US TO VARIOUS POLITICAL AND ECONOMIC RISKS
Foreign product sales to customers accounted for approximately 65%, 60%,
65% and 65% of net revenues in 1996, 1997 and 1998, and the first nine months of
1999, respectively. We expect that revenues derived from international sales
will continue to represent a significant portion of net revenues. In addition,
in recent years, we have significantly expanded our international operations,
most recently through our acquisitions of Temic in 1998. International sales and
operations are subject to a variety of risks, including those arising from
currency fluctuations, tariffs, trade barriers, taxes, export license
requirements and foreign government regulations. Further, we purchase a
significant portion of our raw materials and equipment from foreign suppliers,
and we incur labor and other operating costs in foreign currencies, particularly
at our French and German manufacturing facilities. As a result, we are exposed
to changes in foreign currency exchange rates or weak economic conditions in
these other countries.
Approximately 65% and 59% of our foreign sales in 1998 and the first nine
months of 1999, respectively, were denominated in U.S. dollars. During these
periods our products became less price competitive in countries with currencies
declining in value against the dollar. In 1998, our revenues declined by
approximately $7.0 million due to the strengthening of the U.S. dollar against
foreign currencies in the markets in which we sell products. In addition, in
1998 business conditions in Asia were severely affected by banking and currency
issues which adversely affected our operating results. Furthermore, accounts
receivable increased $42.5 million in 1997 due to our extending longer payment
terms to customers and a more difficult collection environment because of the
financial turmoil in Asia. While these conditions stabilized in 1999, the
continuance or worsening of adverse business and financial conditions in Asia,
where 35% of our revenues were generated during the first nine months of 1999,
would likely harm our operating results.
IF WE FAIL TO MAINTAIN SATISFACTORY RELATIONSHIPS WITH MOTOROLA AND OTHER KEY
CUSTOMERS OUR BUSINESS MAY BE HARMED
In 1996, 1997, 1998 and the first nine months of 1999, 12.0%, 12.6%, 14.0%
and 14.9%, respectively, of our net revenues were derived from sales to
Motorola. Our ability to maintain close, satisfactory relationships with
Motorola and other large customers is important to our business. A reduction,
delay, or cancellation of orders from Motorola or our other large customers
would harm our business. Moreover, our customers may vary order levels
significantly from period to period, and customers may not continue to place
orders with us in the future at the same levels as in prior periods. The loss of
one or more of our key customers, or reduced orders by any of our key customers,
could harm our business and results of operations.
OUR FAILURE TO SUCCESSFULLY INTEGRATE BUSINESSES OR PRODUCTS WE HAVE ACQUIRED
COULD DISRUPT OR HARM OUR ONGOING BUSINESS
We have from time to time acquired complementary businesses, products and
technologies. Achieving the anticipated benefits of an acquisition depends, in
part, upon whether the integration of the acquired business, products or
technology is accomplished in an efficient and effective manner. Moreover,
successful acquisitions in the semiconductor industry may be more difficult to
accomplish than in other industries because such acquisitions require, among
other things, integration of product offerings, manufacturing operations and
coordination of sales and marketing and research and development efforts. The
difficulties of
10
<PAGE> 12
such integration may be increased by the necessity of coordinating
geographically separated organizations, the complexity of the technologies being
integrated, and the necessity of integrating personnel with disparate business
backgrounds and combining two different corporate cultures. The integration of
operations following an acquisition requires the dedication of management
resources that may distract attention from the day-to-day business, and may
disrupt key research and development, marketing or sales efforts. The inability
of management to successfully integrate any future acquisition could harm our
business. Furthermore, products acquired in connection with acquisitions may not
gain acceptance in our markets, and we may not achieve the anticipated or
desired benefits of such transactions.
WE MAY BE SUBJECT TO THIRD-PARTY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS THAT
COULD BE EXPENSIVE TO DEFEND
We have from time to time received, and may in the future receive,
communications from third parties asserting patent or other intellectual
property rights covering our products or processes. In the past, we have
received specific allegations from major companies alleging that certain of our
products infringe patents owned by such companies. If any litigation were to
occur as a result of such allegations in the future, and we do not prevail in
any such litigation, and are unable to obtain a satisfactory license, our
results of operations may be adversely affected.
In addition, the semiconductor industry is characterized by vigorous
protection and pursuit of intellectual property rights or positions, which have
on occasion resulted in significant and often protracted and expensive
litigation. In the past, we have has been involved in such litigation, which
adversely affected our operating results. We cannot assure you that intellectual
property claims will not be made against us in the future or that we will not be
prohibited from using the technologies subject to any such claims or be required
to obtain licenses and make corresponding royalty payments. In addition, the
necessary management attention to and legal costs associated with litigation can
have a significant adverse effect on operating results.
OUR LONG-TERM DEBT COULD HARM OUR ABILITY TO OBTAIN ADDITIONAL FINANCING, AND
OUR ABILITY TO MEET OUR DEBT OBLIGATIONS WILL BE DEPENDENT UPON OUR FUTURE
PERFORMANCE
We financed our 1997 capital expenditures with long-term debt, which more
than doubled during the year, increasing from $278.6 million at December 31,
1996 to $571.4 million at December 31, 1997. Long-term debt increased again in
1998 to $771.1 million at December 31, 1998, due primarily to the issuance of
$115.0 million of debt securities and $142.2 million of lease financing related
to asset acquisitions. At September 30, 1999, long-term debt was approximately
$718.3 million as we reduced our capital expenditures from prior years. The
increase in our debt-to-equity ratio could materially and adversely affect our
ability to obtain additional financing for working capital, acquisitions or
other purposes and could make us more vulnerable to industry downturns and
competitive pressures. Our ability to meet our debt obligations will be
dependent upon our future performance, which will be subject to the financial,
business and other factors affecting our operations, many of which are beyond
our control.
Since a substantial portion of our operations are conducted through our
subsidiaries, the cash flow and the consequent ability to service debt are
partially dependent upon the earnings of our subsidiaries and the distribution
of those earnings, or upon loans or other payments of funds by those
subsidiaries, to us. These subsidiaries are separate and distinct legal entities
and have no obligation, contingent or otherwise, to pay any amounts due pursuant
to our long-term debt or to make any funds available therefor, whether by
dividends, distributions, loans or other payments. In addition, the payment of
dividends or distributions and the making of loans and advances to us by any of
our subsidiaries could in the future be subject to statutory or contractual
restrictions, could in the future be contingent upon the earnings of those
subsidiaries and could in the future be subject to various business
considerations. Any right held by us to receive any assets of any of our
subsidiaries upon its liquidation or reorganization will be effectively
subordinated to the claims of that subsidiary's creditors (including trade
creditors), except to the extent that we are recognized as a creditor of such
subsidiary, in which case our claims would still be subordinate to any security
interest in the assets of such subsidiary and any indebtedness of such
subsidiary senior to that held by us.
11
<PAGE> 13
WE MAY NEED TO RAISE ADDITIONAL CAPITAL THAT MAY NOT BE AVAILABLE
Semiconductor companies that maintain their own fabrication facilities have
substantial capital requirements. We made capital expenditures of $312.1 million
in 1997, $187.7 million in 1998 and approximately $118.6 million through
September 30, 1999, and intend to continue to make capital investments to
support business growth and achieve manufacturing cost reductions and improved
yields. Our capital expenditure plan for 2000 is approximately $545.0 million, a
portion of which is intended to be funded from the proceeds of this offering. We
may seek additional equity or debt financing to fund further expansion of our
wafer fabrication capacity or to fund other projects. The timing and amount of
such capital requirements cannot be precisely determined at this time and will
depend on a number of factors, including demand for products, product mix,
changes in semiconductor industry conditions and competitive factors. Additional
debt or equity financing may not be available when needed or, if available, may
not be available on satisfactory terms.
WE DEPEND ON INDEPENDENT ASSEMBLY CONTRACTORS WHICH MAY NOT HAVE ADEQUATE
CAPACITY TO FULFILL OUR NEEDS AND WHICH MAY NOT MEET OUR QUALITY AND DELIVERY
OBJECTIVES
We manufacture wafers for our products at our fabrication facilities, and
the wafers are then sorted and tested at our facilities. After wafer testing, we
ship the wafers to one of our independent assembly contractors located in China,
Malaysia, the Philippines, South Korea, Taiwan and Thailand where the wafers are
separated into die, packaged and, in some cases, tested. Our reliance on
independent contractors to assemble, package and test our products involves
significant risks, including reduced control over quality and delivery
schedules, the potential lack of adequate capacity and discontinuance or
phase-out of the contractors' assembly processes. These independent contractors
may not continue to assemble, package and test our products for a variety of
reasons. Moreover, because our assembly contractors are located in foreign
countries, we are subject to certain risks generally associated with contracting
with foreign suppliers, including currency exchange fluctuations, political and
economic instability, trade restrictions and changes in tariff and freight
rates. Accordingly, we may experience problems in timelines and the adequacy or
quality of product deliveries, any of which could have a material adverse effect
on our results of operations.
WE ARE SUBJECT TO ENVIRONMENTAL REGULATIONS WHICH COULD IMPOSE UNANTICIPATED
REQUIREMENTS ON OUR BUSINESS IN THE FUTURE. ANY FAILURE TO COMPLY WITH CURRENT
OR FUTURE ENVIRONMENTAL REGULATIONS MAY SUBJECT US TO LIABILITY OR SUSPENSION OF
OUR MANUFACTURING OPERATIONS
We are subject to a variety of federal, state and local governmental
regulations related to the discharge or disposal of toxic, volatile or otherwise
hazardous chemicals used in our manufacturing processes. While we believe that
we have all environmental permits necessary to conduct our business and that our
activities conform to present environmental regulations, increasing public
attention has been focused on the environmental impact of semiconductor
operations. Although we have not experienced any material adverse effect on our
operations from environmental regulations, any changes in such regulations may
impose the need for additional capital equipment or other requirements. If for
any reason we fail to control the use of, or to restrict adequately the
discharge of, hazardous substances under present or future regulations, we could
be subject to substantial liability or our manufacturing operations could be
suspended.
WE DEPEND ON CERTAIN KEY PERSONNEL, AND THE LOSS OF ANY KEY PERSONNEL MAY
SERIOUSLY HARM OUR BUSINESS
Our future success depends in large part on the continued service of our
key technical and management personnel and on our ability to continue to attract
and retain qualified employees, particularly those highly skilled design,
process and test engineers involved in the manufacture of existing products and
the development of new products and processes. The competition for such
personnel is intense, and the loss of key employees, none of whom is subject to
an employment agreement for a specified term or a post-employment
non-competition agreement, could harm our business.
12
<PAGE> 14
WE ARE NOT PROTECTED BY LONG-TERM CONTRACTS WITH OUR CUSTOMERS
We do not typically enter into long-term contracts with our customers, and
we cannot be certain as to future order levels from our customers. When we do
enter into a long-term contract, the contract is generally terminable at the
convenience of the customer. In the event of an early termination by one of our
major customers, it is unlikely that we will be able to rapidly replace that
revenue source, which would harm our financial results.
FAILURE TO MANAGE OUR GROWTH MAY SERIOUSLY HARM OUR BUSINESS
Our business has grown in recent years through both internal expansion and
acquisitions, and continued growth may cause a significant strain on our
infrastructure and internal systems. To manage our growth effectively, we must
continue to improve and expand our management information systems, and we plan
to commence implementing a new SAP enterprise resource planning and management
system for our worldwide operations in 2000. Our success depends to a
significant extent on the management skills of our executive officers. If we are
unable to manage growth effectively, our results of operations will be harmed.
IF WE HAVE NOT ADEQUATELY PREPARED FOR THE TRANSITION TO YEAR 2000, OUR BUSINESS
COULD BE HARMED
We have executed a plan designed to make our computer systems,
applications, computer and manufacturing equipment and facilities year 2000
ready. To date, none of our systems, applications, equipment or facilities have
experienced material difficulties from the transition to year 2000. However, it
is possible that material difficulties could be discovered or could arise. We
cannot guarantee that our year 2000 readiness plan has been successfully
implemented, and actual results could still differ materially from our plan. In
addition, we have communicated with our critical suppliers to determine the
extent to which we may be vulnerable to such parties' failure to resolve their
own year 2000 issues. Where practicable, we have attempted to mitigate our risks
with respect to the failure of these entities to be year 2000 ready. The effect,
if any, on our results of operations from any failure of such parties to be year
2000 ready cannot yet be determined.
OUR STOCK PRICE HAS FLUCTUATED IN THE PAST AND MAY CONTINUE TO FLUCTUATE IN THE
FUTURE
The market price of our common stock has experienced significant
fluctuations and may continue to fluctuate significantly. The market price of
our common stock may be significantly affected by factors such as the
announcement of new products or product enhancements by us or our competitors,
technological innovations by us or our competitors, quarterly variations in our
results of operations, changes in earnings estimates by market analysts and
general market conditions or market conditions specific to particular
industries. Statements or changes in opinions, ratings, or earnings estimates
made by brokerage firms or industry analysts relating to the market in which we
do business or relating to us specifically could result in an immediate and
adverse effect on the market price of our stock. In addition, in recent years
the stock market has experienced extreme price and volume fluctuations. These
fluctuations have had a substantial effect on the market prices for many high
technology companies, often unrelated to the operating performance of the
specific companies.
PROVISIONS IN OUR CERTIFICATE OF INCORPORATION MAY HAVE ANTI-TAKEOVER EFFECTS
Our board of directors has the authority to issue up to 5,000,000 shares of
preferred stock and to determine the price, voting rights, preferences and
privileges and restrictions of those shares without the approval of our
stockholders. The rights of the holders of common stock will be subject to, and
may be harmed by, the rights of the holders of any shares of preferred stock
that may be issued in the future. The issuance of preferred stock may delay,
defer or prevent a change in control, by making it more difficult for a third
party to acquire a majority of our stock. In addition, the issuance of preferred
stock could have a dilutive effect on our stockholders. We have no present plans
to issue shares of preferred stock.
13
<PAGE> 15
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements in this prospectus and in the documents incorporated
by reference in this prospectus constitute forward-looking statements. In some
cases, you can identify forward-looking statements by terms such as may, will,
should, expect, plan, intend, forecast, anticipate, believe, estimate, predict,
potential, continue or the negative of these terms or other comparable
terminology. The forward-looking statements contained in this prospectus involve
known and unknown risks, uncertainties and situations that may cause our or our
industry's actual results, level of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these statements. These factors include
those listed under "Risk Factors" and elsewhere in this prospectus.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. You should not place undue reliance on
these forward-looking statements.
14
<PAGE> 16
USE OF PROCEEDS
The net proceeds to us from the sale of 15,000,000 shares of common stock
offered by us are estimated to be approximately $487.9 million (or $561.1
million if the underwriters' over-allotment option is exercised in full)
assuming a public offering price of $34.00 per share and after deducting
estimated underwriting discounts and commissions and estimated offering expenses
payable by us.
We intend to use the net proceeds of this offering to fund the purchase of
additional wafer fabrication testing equipment and for working capital and other
general corporate purposes. We continuously evaluate strategic acquisitions and
investments. We may use a portion of our net proceeds from this offering to
acquire technologies or businesses, or make strategic investments in businesses,
that are complementary to our business. However, we have no current plans,
agreements or commitments and are not currently engaged in any negotiations with
respect to any acquisition other than those related to our contemplated
acquisition of TCS. Pending these uses, we intend to invest the net proceeds in
investment grade, interest bearing securities.
DIVIDEND POLICY
We have never declared or paid any cash dividend on our capital stock and
do not anticipate paying any cash dividends on capital stock in the foreseeable
future. We currently intend to retain future earnings, if any, for use in our
business.
PRICE RANGE OF COMMON STOCK
The following table presents the high and low closing sale prices per share
for our common stock as reported by the Nasdaq National Market for the periods
indicated.
<TABLE>
<CAPTION>
HIGH LOW
----- -----
<S> <C> <C>
FISCAL 1998:
First Quarter............................................... $ 46 7/8 $ 23 3/4
Second Quarter.............................................. 29 5/8 22 1/2
Third Quarter............................................... 39 1/16 26 1/2
Fourth Quarter.............................................. 37 1/2 18 1/16
FISCAL 1999:
First Quarter............................................... 9 13/32 7 1/32
Second Quarter.............................................. 10 9 31/32
Third Quarter............................................... 20 15/16 13 3/16
Fourth Quarter.............................................. 30 3/8 15 3/8
FISCAL 2000:
First Quarter (through January 19, 2000).................... 35 3/32 24 1/2
</TABLE>
As of December 31, 1999, there were 1,446 holders of record of our common
stock. On January 19, 2000, the last sale price reported by the Nasdaq National
Market for our common stock was $34.00 per share.
15
<PAGE> 17
CAPITALIZATION
The following table sets forth our capitalization as of September 30, 1999:
- On an actual basis, after giving retroactive effect to: (1) our
reincorporation in Delaware in October 1999 and a concurrent increase in
our authorized common stock from 240,000,000 shares to 500,000,000
shares, and (2) the two-for-one split of our outstanding common stock
effected in December 1999; and
- As adjusted to give effect to the sale of the 15,000,000 shares of common
stock we are offering hereby at an assumed public offering price of
$34.00 per share after deducting estimated underwriting discounts and
commissions and offering expenses payable by us.
<TABLE>
<CAPTION>
SEPTEMBER 30, 1999
------------------------
ACTUAL AS ADJUSTED
---------- -----------
(IN THOUSANDS, EXCEPT
SHARE INFORMATION)
<S> <C> <C>
Long-term debt less current portion......................... $ 718,262 $ 718,262
---------- ----------
Stockholders' equity:
Preferred stock, $0.001 par value, 5,000,000 shares
authorized; 500,000 designated Series A preferred
stock, none issued..................................... -- --
Common stock, $0.001 par value, 500,000,000 shares
authorized; 201,234,530 shares outstanding at September
30, 1999, 216,234,530 shares outstanding as
adjusted(1)............................................ 387,858 875,721
Accumulated other comprehensive income.................... (13,821) (13,821)
Retained earnings......................................... 422,433 422,433
---------- ----------
Total stockholders' equity................................ 796,470 1,284,333
---------- ----------
Total capitalization................................. $1,514,732 $2,002,595
========== ==========
</TABLE>
- ------------
(1) Excludes 11,571,590 shares issuable upon exercise of outstanding stock
options as of September 30, 1999.
16
<PAGE> 18
SELECTED CONSOLIDATED FINANCIAL DATA
The following table presents selected balance sheet and statement of
operations data as of and for the fiscal years ended December 31, 1994 through
1998 and for the nine month periods ended September 30, 1998 and 1999. The
information for the nine month periods is unaudited and has been prepared on the
same basis as our annual consolidated financial statements. This data gives
retroactive effect to the two-for-one split of our outstanding common stock
effected as a stock dividend to stockholders of record as of the close of
business on December 3, 1999. Effective January 1, 1999 we changed our fiscal
year from a 52 or 53-week year ending on the Monday nearest the last day in
December of each year to a calendar year ending December 31. Our fiscal quarters
also changed from 13-week quarters to calendar quarters. For presentation
purposes, we have indicated that our prior fiscal years ended on December 31,
since the impact of this change on the financial results for these periods is
immaterial. The results of operations for the nine months ended September 30,
1999 are not necessarily indicative of the results that may be expected for the
full year ending December 31, 1999, or any other future period.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
---------------------------------------------------------- -----------------------
1994 1995 1996 1997 1998 1998 1999
-------- -------- ---------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS OF OPERATIONS
DATA:
Net revenues............................ $375,093 $634,241 $1,070,288 $ 958,282 $1,111,092 $ 822,411 $ 941,423
Expenses:
Cost of sales......................... 195,955 323,530 539,215 602,239 717,147 536,566 592,142
Research and development.............. 43,035 69,795 110,239 137,896 174,808 125,982 136,649
Selling, general and administrative... 48,301 73,474 115,362 150,098 149,069 107,737 126,646
Restructuring and in-process research
and development charges............. -- -- -- 43,000 89,725 89,725 --
-------- -------- ---------- ---------- ---------- ---------- ----------
Total expenses.......................... 287,291 466,799 764,816 933,233 1,130,749 860,010 855,437
-------- -------- ---------- ---------- ---------- ---------- ----------
Operating income (loss)................. 87,802 167,442 305,472 25,049 (19,657) (37,599) 85,986
Other income (expense), net............. 2,274 4,820 3,681 (19,048) (31,274) (23,470) (8,788)
-------- -------- ---------- ---------- ---------- ---------- ----------
Income (loss) before taxes.............. 90,076 172,262 309,153 6,001 (50,931) (61,069) 77,198
Provision for (benefit from) income
taxes................................. 30,626 58,569 107,431 4,200 (893) (1,071) 27,790
-------- -------- ---------- ---------- ---------- ---------- ----------
Income (loss) before cumulative effect
of accounting change.................. 59,450 113,693 201,722 1,801 (50,038) (59,998) 49,408
Cumulative effect of accounting change,
net of tax effect..................... -- -- -- -- -- -- (29,068)
-------- -------- ---------- ---------- ---------- ---------- ----------
Net income (loss)....................... $ 59,450 $113,693 $ 201,722 $ 1,801 $ (50,038) $ (59,998) $ 20,340
======== ======== ========== ========== ========== ========== ==========
Diluted net income (loss) per share:
Basic................................. $ 0.33 $ 0.60 $ 1.03 $ 0.01 $ (0.25) $ (0.30) $ 0.10
======== ======== ========== ========== ========== ========== ==========
Diluted............................... $ 0.33 $ 0.58 $ 1.00 $ 0.01 $ (0.25) $ (0.30) $ 0.10
======== ======== ========== ========== ========== ========== ==========
BALANCE SHEET DATA:
Working capital......................... $ 64,580 $132,597 $ 123,621 $ 410,085 $ 492,172 $ 352,557 $ 542,755
Total assets............................ 540,946 919,621 1,455,914 1,822,040 1,962,737 2,001,616 1,948,260
Long-term obligations, net of current
portion............................... 46,514 88,455 278,576 571,389 771,069 503,648 718,262
Stockholders' equity.................... 358,088 588,768 789,751 786,434 732,195 707,492 796,470
</TABLE>
17
<PAGE> 19
QUARTERLY CONSOLIDATED FINANCIAL DATA
The following tables set forth our unaudited quarterly statement of
operations data for each of the seven quarters ended September 30, 1999, such
data expressed as a percentage of our net revenues, and our unaudited
consolidated net revenues by segment, for each of these seven quarters. This
quarterly information is unaudited and has been prepared on the same basis as
our annual consolidated financial statements. In our opinion, this quarterly
information reflects all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the information for the
periods presented. The operating results for any quarter are not necessarily
indicative of results for any future period.
<TABLE>
<CAPTION>
QUARTER ENDED
------------------------------------------------------------------------------
MARCH 31, JUNE 30, SEPT. 30, DEC. 31, MARCH 31, JUNE 30, SEPT. 30,
1998 1998 1998 1998 1999 1999 1999
--------- -------- --------- -------- --------- -------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
Net revenues................................. $260,392 $288,205 $273,814 $288,681 $290,037 $311,142 $340,244
Expenses:
Cost of sales.............................. 164,192 199,675 172,699 180,581 186,165 194,210 211,767
Research and development................... 36,659 43,394 45,929 48,826 47,229 43,124 46,296
Selling, general and administrative........ 27,826 39,115 40,796 41,332 35,920 44,405 46,321
Restructuring and in-process research and
development charges...................... -- 89,725 -- -- -- -- --
-------- -------- -------- -------- -------- -------- --------
Total expenses............................... 228,677 371,909 259,424 270,739 269,314 281,739 304,384
Operating income (loss)...................... 31,715 (83,704) 14,390 17,942 20,723 29,403 35,860
Other income (expense), net.................. (4,443) (9,338) (9,689) (7,804) 5,367 (5,335) (8,820)
-------- -------- -------- -------- -------- -------- --------
Income (loss) before taxes................... 27,272 (93,042) 4,701 10,138 26,090 24,068 27,040
Provision for (benefit from) income taxes.... 479 (1,633) 83 178 9,392 8,664 9,734
-------- -------- -------- -------- -------- -------- --------
Income (loss)................................ 26,793 (91,409) 4,618 9,960 16,698 15,404 17,306
Cumulative effect of accounting change, net
of tax effect.............................. -- -- -- -- (29,068) -- --
-------- -------- -------- -------- -------- -------- --------
Net income (loss)............................ $ 26,793 $(91,409) $ 4,618 $ 9,960 $(12,370) $ 15,404 $ 17,306
======== ======== ======== ======== ======== ======== ========
Net income (loss) per share:
Basic...................................... $ 0.14 $ (0.46) $ 0.02 $ 0.05 $ (0.06) $ 0.08 $ 0.09
======== ======== ======== ======== ======== ======== ========
Diluted.................................... $ 0.13 $ (0.46) $ 0.02 $ 0.05 $ (0.06) $ 0.07 $ 0.08
======== ======== ======== ======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
AS A PERCENTAGE OF NET REVENUES
------------------------------------------------------------------------------
MARCH 31, JUNE 30, SEPT. 30, DEC. 31, MARCH 31, JUNE 30, SEPT. 30,
1998 1998 1998 1998 1999 1999 1999
--------- -------- --------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Net revenues.................................. 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Expenses:
Cost of sales............................... 63.1 69.3 63.0 62.6 64.2 62.4 62.2
Research and development.................... 14.1 15.0 16.8 16.9 16.3 13.8 13.6
Selling, general and administrative......... 10.7 13.6 14.9 14.3 12.4 14.3 13.6
Restructuring and in-process research and
development charges....................... 0.0 31.1 0.0 0.0 0.0 0.0 0.0
----- ----- ----- ----- ----- ----- -----
Total expenses................................ 87.8 129.0 94.7 93.8 92.9 90.5 89.4
Operating income (loss)....................... 12.2 (29.0) 5.3 6.2 7.1 9.5 10.6
Other income (expense), net................... (1.7) (3.3) (3.6) (2.7) 1.8 (1.7) (2.6)
----- ----- ----- ----- ----- ----- -----
Income (loss) before taxes.................... 10.5 (32.3) 1.7 3.5 8.9 7.8 8.0
Provision for (benefit from) income taxes..... 0.2 (0.6) 0.0 0.1 3.2 2.8 2.9
----- ----- ----- ----- ----- ----- -----
Income (loss) before cumulative effect of
accounting change........................... 10.3 (31.7) 1.7 3.4 5.7 5.0 5.1
Cumulative effect of accounting change, net of
tax effect.................................. 0.0 0.0 0.0 0.0 (10.0) 0.0 0.0
----- ----- ----- ----- ----- ----- -----
Net income (loss)............................. 10.3% (31.7)% 1.7% 3.4% (4.3)% 5.0% 5.1%
===== ===== ===== ===== ===== ===== =====
</TABLE>
<TABLE>
<CAPTION>
NET REVENUES BY SEGMENT, QUARTER ENDED
------------------------------------------------------------------------------
MARCH 31, JUNE 30, SEPT. 30, DEC. 31, MARCH 31, JUNE 30, SEPT. 30,
1998 1998 1998 1998 1999 1999 1999
--------- -------- --------- -------- --------- -------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Nonvolatile Memories......................... $149,012 $114,628 $113,987 $116,035 $124,083 $136,852 $163,933
Temic........................................ 22,500 72,502 68,357 75,072 66,070 68,111 66,842
ASIC......................................... 64,642 69,125 68,455 76,245 79,624 79,373 83,754
Logic........................................ 24,238 31,950 23,015 21,329 20,260 26,806 25,715
-------- -------- -------- -------- -------- -------- --------
Total Net Revenues................... $260,392 $288,205 $273,814 $288,681 $290,037 $311,142 $340,244
======== ======== ======== ======== ======== ======== ========
</TABLE>
18
<PAGE> 20
UNDERWRITERS
Under the terms and subject to the conditions contained in an underwriting
agreement dated the date of this prospectus, the underwriters named below, for
whom Morgan Stanley & Co. Incorporated, Credit Suisse First Boston Corporation,
Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Prudential Securities Incorporated are acting as
representatives, have severally agreed to purchase, and we have agreed to sell
to them, severally, the number of shares indicated below:
<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES
---- ----------
<S> <C>
Morgan Stanley & Co. Incorporated...........................
Credit Suisse First Boston Corporation......................
Deutsche Bank Securities Inc. ..............................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................................
Prudential Securities Incorporated..........................
----------
Total............................................. 15,000,000
==========
</TABLE>
The underwriters are offering the shares subject to their acceptance of the
shares from us and subject to prior sale. The underwriting agreement provides
that the obligations of the several underwriters to pay for and accept delivery
of the shares of common stock offered by this prospectus are subject to the
approval of certain legal matters by their counsel and to certain other
conditions. The underwriters are obligated to take and pay for all of the shares
of common stock offered by this prospectus, other than those covered by the
underwriters' over-allotment option described below, if any such shares are
taken.
The underwriters initially propose to offer part of the shares of common
stock directly to the public at the public offering price set forth on the cover
page of this prospectus and part to certain dealers at a price that represents a
concession not in excess of $ a share under the public offering price. Any
underwriter may allow, and the dealers may reallow, a concession not in excess
of $ a share to other underwriters or to certain other dealers. After the
public offering of the shares of common stock, the offering price and other
selling terms may from time to time be varied by the representatives of the
underwriters.
Pursuant to the underwriting agreement, we have granted to the underwriters
an option, exercisable for 30 days from the date of this prospectus, to purchase
up to an aggregate of 2,250,000 additional shares of common stock at the public
offering price set forth on the cover page hereof, less underwriting discounts
and commissions. The underwriters may exercise this option solely for the
purpose of covering over-allotments, if any, made in connection with the
offering of common stock made hereby. To the extent this over-allotment option
is exercised, each underwriter will become obligated, subject to certain
conditions, to purchase approximately the same percentage of additional shares
of common stock as the number set forth next to each underwriter's name in the
preceding table bears to the total number of shares of common stock set forth
next to the names of all underwriters in the preceding table.
We have agreed that, without the prior written consent of Morgan Stanley &
Co. Incorporated on behalf of the underwriters, during the period ending 90 days
after the date of this prospectus, we will not, directly or indirectly:
- Offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, lend or otherwise transfer or dispose of,
directly or indirectly, any shares of common stock or any securities
convertible into or exercisable or exchangeable for common stock; or
- Enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of common
stock,
19
<PAGE> 21
whether any such transaction described above is to be settled by delivery of
common stock or such other securities, in case or otherwise.
The restrictions described in the previous paragraph do not apply to:
- The sale to the underwriters of the shares of common stock under the
underwriting agreement;
- The issuance by us of shares of common stock upon the exercise of an
option or warrant or the conversion of a security outstanding on the date
of this prospectus which is described in the prospectus; or
- The issuance of shares of common stock or options to purchase shares of
common stock pursuant to our employee benefit plans that are in existence
on the date of the prospectus and consistent with past practices.
In order to facilitate the offering of the common stock, the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the common stock. Specifically, the underwriters may over-allot in
connection with the offering, creating a short position in the common stock for
their own account. In addition, to cover over-allotments or to position in the
common stock for their own account. In addition, to cover over-allotments or to
stabilize the price of the common stock, the underwriters may bid for, and
purchase, shares of common stock in the open market. Finally, the underwriting
syndicate may reclaim selling concessions allowed to an underwriter or a dealer
for distributing the common stock in the offering if the syndicate repurchases
previously distributed shares of common stock in transactions to cover syndicate
short positions, in stabilization transactions or otherwise. Any of these
activities may stabilize or maintain the market price of the common stock above
independent market levels. The underwriters are not required to engage in these
activities and may end any of these activities at any time.
The underwriting agreement provides that we and the underwriters will
indemnify each other against certain liabilities, including liabilities under
the Securities Act.
Morgan Stanley & Co. Incorporated was the initial purchaser of $296,000,000
aggregate principal amount of our Zero Coupon Convertible Subordinated
Debentures due 2018. These debentures were purchased in April 1998 and resold to
"qualified institutional buyers" pursuant to Rule 144A under the Securities Act.
Morgan Stanley & Co. Incorporated received a customary fee in connection with
this transaction.
20
<PAGE> 22
LEGAL MATTERS
The validity of the issuance of the shares of common stock we are offering
by this prospectus will be passed upon for us by Wilson Sonsini Goodrich &
Rosati, Professional Corporation, Palo Alto, California. Certain legal matters
in connection with this offering will be passed upon for the underwriters by
Gray Cary Ware & Freidenrich LLP, Palo Alto, California.
EXPERTS
Our consolidated financial statements and schedule as of December 31, 1998
and 1997 and for each of the years in the three-year period ended December 31,
1998, incorporated by reference to the Annual Report on Form 10-K as amended on
Form 10-K/A for the year ended December 31, 1998 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the
Commission, in accordance with the Securities Exchange Act of 1934. You may read
and copy our reports, proxy statements and other information filed by us at the
public reference facilities of the Commission in Washington, D.C., New York, New
York and Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for
further information about the public reference rooms. Our reports, proxy
statements and other information filed with the Commission are available to the
public over the Internet at the Commission's World Wide Web site at
http://www.sec.gov. Our web address is http://www.atmel.com.
The Commission allows us to "incorporate by reference" the information we
filed with them, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference
is considered to be a part of this prospectus, and information that we file
later with the Commission will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings made by us with the Commission under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act until our offering is complete.
- The description of the common stock in our Registration Statement on Form
8-A filed on February 20, 1991 (as amended on March 14, 1991), under
Section 12(g) of the Exchange Act;
- The description of our Preferred Shares Rights Agreement in our
Registration Statement on Form 8-A/12G filed on September 15, 1998, as
amended on Form 8-A/12G/A filed on December 6, 1999, under Section 12(g)
of the Exchange Act;
- Our Annual Report on Form 10-K filed on March 23, 1999, as amended on
Form 10-K/A filed on July 21, 1999 for the fiscal year ended December 31,
1998;
- Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999,
June 30, 1999 and September 30, 1999; and
- Our Current Reports on Form 8-K, dated November 5, 1999 and January 20,
2000.
Any statement contained in a document that is incorporated by reference
will be modified or superseded for all purposes to the extent that a statement
contained in this prospectus (or in any other document that is subsequently
filed with the Commission and incorporated by reference) modifies or is contrary
to that previous statement. Any statement so modified or superseded will not be
deemed a part of this prospectus except as so modified or superseded.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address: Investor Relations, Atmel Corporation,
2325 Orchard Parkway, San Jose, California 95131, (408) 441-0311.
21
<PAGE> 23
[ATMEL LOGO]
<PAGE> 24
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The aggregate estimated (other than the registration fee) expenses to be
paid by the Registrant in connection with this offering are as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $143,451
NASD filing fee............................................. 30,500
Nasdaq additional listing fee............................... 17,500
Accounting fees and expenses................................ 50,000
Legal fees and expenses..................................... 120,000
Printing and engraving...................................... 70,000
Blue sky fees and expenses.................................. 10,000
Transfer agent fees and expenses............................ 250
Miscellaneous............................................... 20,000
--------
Total............................................. $461,701
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS OF ATMEL CORPORATION
CERTIFICATE OF INCORPORATION
Article XI of our Certificate of Incorporation provides that, to the
fullest extent permitted by Delaware law, as the same now exists or may
hereafter be amended, a director shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. Delaware law provides that directors of a corporation will
not be personally liable for monetary damages for breach of their fiduciary
duties as directors, except for liability:
- for any breach of their duty of loyalty to the corporation or its
stockholders,
- for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law,
- for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General
Corporation Law, or
- for any transaction from which the director derived an improper personal
benefit.
BYLAWS
Our bylaws provide that our directors, officers and agents shall be
indemnified against expenses including attorneys' fees, judgments, fines,
settlements actually and reasonably incurred in connection with any proceeding
arising out of their status as such, if such director, officer or agent acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of Atmel Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe such conduct was
unlawful.
We have entered into agreements to indemnify our directors and officers, in
addition to the indemnification provided for in our Certificate of Incorporation
and Bylaws. These agreements, among other things, indemnify our directors and
officers for certain expenses, including attorney's fees, judgments, fines and
settlement amounts incurred by any such person in any action or proceeding,
including any action by or in the right of Atmel, arising out of such person's
services as a director or officer of Atmel, any subsidiary of Atmel or any other
company or enterprise to which the person provides services at the request of
Atmel.
II-1
<PAGE> 25
The form(s) of proposed Underwriting Agreement(s) to be filed as (an)
Exhibit(s) hereto or incorporated by reference herein may include provisions
regarding the indemnification of our officers and directors by the several
Underwriters.
ITEM 16. EXHIBITS
The following exhibits are filed herewith or incorporated by reference
herein:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
<C> <S>
1.1 Form of Underwriting Agreement.*
3.1 Certificate of Incorporation.(1)
3.2 Bylaws.(1)
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
23.1 Consent of PricewaterhouseCoopers, independent auditors.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
</TABLE>
- ------------
* To be filed by amendment or by a report on Form 8-K pursuant to Section 601
of Regulation S-K.
(1) Incorporated by reference to the Registration Statement on Form 8-A/12G/A
filed on December 6, 1999, under Section 12(g) of the Exchange Act.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities, other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding, is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
II-2
<PAGE> 26
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, State of California, on January 20,
2000.
ATMEL CORPORATION
By: /s/ GEORGE PERLEGOS
------------------------------------
George Perlegos,
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints George Perlegos and Donald Colvin,
and each of them, as his true and lawful attorneys-in-fact and agents, each with
power of substitution, for him in his name, place and stead, in any and all
capacities, to sign the Registration Statement filed herewith and any and all
amendments (including post-effective amendments to this Registration Statement)
and to sign any registration statement for the same offering covered by this
Registration Statement that is to be effective upon filing pursuant to Rule
462(b) promulgated under the Securities Act of 1933 and all post-effective
amendments thereto and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, each of them with full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the foregoing, as full to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ GEORGE PERLEGOS President, Chief Executive January 20, 2000
- -------------------------------------------------------- Officer and Chairman of the
George Perlegos Board of Directors
(Principal Executive
Officer)
/s/ DONALD COLVIN Vice President, Finance, and January 20, 2000
- -------------------------------------------------------- Chief Financial Officer
Donald Colvin (Principal Financial Officer
and Accounting Officer)
/s/ GUST PERLEGOS Executive Vice President and January 20, 2000
- -------------------------------------------------------- Director
Gust Perlegos
/s/ TSUNG-CHING WU Director January 20, 2000
- --------------------------------------------------------
Tsung-Ching Wu
/s/ NORM HALL Director January 20, 2000
- --------------------------------------------------------
Norm Hall
/s/ T. PETER THOMAS Director January 20, 2000
- --------------------------------------------------------
T. Peter Thomas
</TABLE>
II-3
<PAGE> 27
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
<C> <S>
1.1 Form of Underwriting Agreement.*
3.1 Certificate of Incorporation.(1)
3.2 Bylaws.(1)
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
</TABLE>
- ------------
* To be filed by amendment.
(1) Incorporated by reference to the Registration Statement on Form 8-A/12G/A
filed on December 6, 1999, under Section 12(g) of the Exchange Act.
<PAGE> 1
EXHIBIT 5.1
January 20, 2000
Atmel Corporation
2325 Orchard Parkway
San Jose, California 95131
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by
Atmel Corporation (the "Company") with the Securities and Exchange Commission on
the date hereof (the "Registration Statement") in connection with the
registration under the Securities Act of 1933, as amended, of a total of
17,250,000 shares of your Common Stock, $0.001 par value (the "Shares"),
including 2,250,000 shares subject to an over-allotment option. The Shares are
being sold by the Company.
As counsel for the Company, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of such documents, corporate
records, certificates of public officials and other instruments as we have
deemed necessary for the purposes of rendering this opinion.
Based upon the foregoing, we are of the opinion that the Shares to be
registered for sale by the Company have been duly authorized by the Company, and
when issued, delivered and paid for in accordance with the terms of the
underwriting agreement referred to in the Registration Statement and in
accordance with the resolutions adopted by the Board of Directors of the
Company, will be, validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name under the caption "Legal
Matters" in the Registration Statement and the prospectus forming a part
thereof, and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati P.C.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 21, 1999 relating to the
financial statements, which appears in the 1998 Annual Report to Shareholders,
which is incorporated by reference in Atmel Corporation's Annual Report on Form
10-K/A for the year ended December 31, 1998. We also consent to the
incorporation by reference of our report dated January 21, 1999 relating to the
financial statement schedules, which appears in such Annual Report on Form
10-K/A. We also consent to the reference to us under the headings "Experts" in
such Registration Statement.
/s/ PRICEWATERHOUSECOOPERS LLP
- ------------------------------
PricewaterhouseCoopers LLP
San Jose, California
January 20, 2000
