<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 10-K/A
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _____________ TO ___________
COMMISSION FILE NO. 0-27232
BENCHMARQ MICROELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 74-2532442
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
17919 WATERVIEW PARKWAY
DALLAS, TEXAS 75252
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 437-9195
Securities Registered Pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
TITLE OF CLASS
--------------
COMMON STOCK, PAR VALUE $.001 PER SHARE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO .
------ ------
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of
the registrant (based on the closing price of such stock as reported on March
26, 1998 on the Nasdaq National Market of The Nasdaq Stock Market, Inc.) was
approximately $94,435952.
As of March 26, 1998, 7,115,344 shares of the registrant's Common Stock
were outstanding.
===============================================================================
<PAGE>
EXPLANATORY NOTE
----------------
The Registrant is amending its Annual Report on From 10-K for the year ended
December 31, 1997 to include the information required in Part III, which was
omitted in the original filing pursuant to General Instruction G(3) of this Form
10-K.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
DIRECTORS
L.J. Sevin, 67, has served as a Director of the Company since April 1989
and served as Chairman of the Board from April 1989 to May 1997. He also serves
as Chairman of the Company's Compensation and Audit Committees. Since 1981,
when he co-founded the Sevin Rosen family of venture capital funds (the "Sevin
Rosen Funds"), Mr. Sevin has been involved principally in venture capital
financing activities. He is a general partner of the general partner of Sevin
Rosen Fund II L.P. and is an advisor to and limited partner of the general
partner of Sevin Rosen Fund III L.P., Sevin Rosen Fund IV L.P. and Sevin Rosen
Fund V L.P., all of which are venture capital funds. Prior to founding the
Sevin Rosen Funds, Mr. Sevin served for 11 years as the Chairman of the Board
and Chief Executive Officer of Mostek Corporation, of which he was a co-founder.
Prior to founding Mostek Corporation, Mr. Sevin was employed by Texas
Instruments Incorporated, a developer and manufacturer of electrical and
electronic products, in its Semiconductor Division. He holds B.S. and M.S.
degrees in Electrical Engineering from Louisiana State University.
Harvey B. Cash, 59, has served as a Director of the Company since April
1989. He is also a member of the Company's Compensation and Audit Committees.
Mr. Cash has been a general partner of the general partner of InterWest
Partners, a venture capital fund, since 1985 and heads InterWest's Texas office.
He served as the managing general partner of the general partner of Berry Cash
Southwest Partnership, a venture capital fund, from 1983 until its dissolution
in December 1996. Mr. Cash also serves on the boards of directors of AMX
Corporation, a manufacturer of integrated remote control systems; i2
Technologies, Inc., a provider of planning and scheduling of manufacturing
software and related logistics software; CIENA Corporation, a provider of dense
wavelength division multiplexing systems for fiber optic transmission; and
Liberte Investors, Inc., which is engaged in investing in mortgage loans. Mr.
Cash was employed by InteCom Corporation, a telecommunications company, as Vice
President of Business Strategy from 1982 to 1983. He was a co-founder of Mostek
Corporation. He served as Vice President of Marketing at Mostek Corporation,
and its successor company, from 1969 to 1981. Mr. Cash was employed by Texas
Instruments Incorporated as a marketing manager from 1964 to 1969. Mr. Cash
holds a B.S. degree in Electrical Engineering from Texas A&M University and an
M.B.A. from Western Michigan University.
Dietrich Erdmann, 59, has served as a Director of the Company since April
1989. Since 1983, he has been active as an international marketing consultant
and independent investor in several technology start-up companies. From 1981 to
1983 he served as Vice President, Electronics Group, for United Technology
Corporation, a diversified manufacturing corporation, with responsibility for
European electronics strategy. From 1970 to 1981 Mr. Erdmann was employed by
Mostek Corporation, where he held several positions in design, marketing and
sales, including Senior Vice President of International Marketing and Sales.
From 1965 to 1970, Mr. Erdmann was employed by Texas Instruments Incorporated in
integrated circuit design, application and sales positions. Mr. Erdmann holds a
B.S. degree in Electrical Engineering from State Engineering College in
Osnabruck, Germany and an M.S. degree in Computer Sciences from Southern
Methodist University.
Charles H. Phipps, 71, has served as a Director of the Company since
February 1990. He has been affiliated with the Sevin Rosen Funds since 1987.
Mr. Phipps is a general partner of the partnerships which are the general
partners of Sevin Rosen Fund III, L.P., Sevin Rosen Fund IV, L.P., Sevin Rosen
Fund V, L.P., and Sevin Rosen Fund VI, L.P., venture capital funds. He is
currently a member of the board of directors of T/R Systems, an
electrophotographic printing company, Candescent Technology, a company involved
in the flat panel display industry; Xante, a company which provides specialized
printer controllers for the graphic arts/publishing industry; Decision.ism, a
software venture focused on information
<PAGE>
management; Thunderbeam, an internet commerce venture for educational software;
and Beckman Displays, a venture which produces integrated circuits for driving
large semiconductor displays. Prior to joining the Sevin Rosen Funds, Mr.
Phipps was employed by Texas Instruments Incorporated in various marketing and
managerial positions from 1957 to 1986, most recently as Vice President of
Marketing and Strategic Development of the Semiconductor Group; by Motorola,
Inc., a diversified electronics company, from 1953 to 1956; and by General
Electric Company, a diversified manufacturing company, from 1949 to 1950 in
various engineering positions. He holds a B.S. degree in Electrical Engineering
from Case Western Reserve University and an M.B.A. from Harvard University.
Jack S. Kilby, 74, has served as a Director of the Company since April
1993. He is also a member of the Company's Compensation and Audit Committees.
Since 1970, Mr. Kilby has been an independent inventor and consultant. He has
served as a technical advisor to Semiconductor Research Corporation, a research
consortium of semiconductor manufacturers, the Houston Area Research Council and
the Department of Defense. Mr. Kilby held various engineering positions at
Texas Instruments Incorporated where he was employed from 1958 to 1970. He is
credited with the invention of the integrated circuit in 1958 and is a named
inventor on more than 50 patents. Mr. Kilby holds a B.S. degree in Electrical
Engineering from the University of Illinois and an M.S. degree in Electrical
Engineering from the University of Wisconsin.
The biographical information with respect to Messrs. Coker and Schuele is
included in Part I of this Report under the heading "Executive Officers of the
Registrant."
EXECUTIVE OFFICERS
The information required by this item with respect to Executive Officers of
the Company is included in Part I of this Report under the heading "Executive
Officers of the Registrant."
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of Forms 3 and 4 and amendments thereto, if any,
furnished to the Company during the year ended December 31, 1997, with respect
to such year and representations made by certain of the Company's officers,
directors and/or stockholders, no person failed to file on a timely basis the
reports required by Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), except Mr. Schuele did not file a Form 3 until
July 21, 1997 and Mr. Schaefer did not file a Form 3 until March 2, 1998. The
delay in filing by Mr. Schaefer was attributable to reliance upon erroneous
advice by legal counsel.
FAMILY RELATIONSHIPS
There are no family relationships among the directors, executive officers
or persons chosen to become executive officers of the Company.
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth certain information with respect to annual
and long-term compensation earned for services rendered to the Company in all
capacities for the years ended December 31, 1997, 1996 and 1995 paid to (i) all
individuals serving as the Company's Chief Executive Officer, (ii) the other
executive officers of the Company at December 31, 1997 whose total salary and
bonus for 1997 exceeded $100,000, and (iii) Reginald B. McHone and Wallace E.
Matthews, who served as executive officers of the Company during part of 1997
but were not executive officers at December 31, 1997 (collectively, the "Named
Executive Officers"):
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------------------------------------- ------------
SHARES OF
COMMON
OTHER STOCK
NAME AND PRINCIPAL ANNUAL UNDERLYING
POSITION YEAR SALARY/(1)/ BONUS/(1)//(2)/ COMPENSATION/(3)//(4)/ OPTIONS
- ---------------------------- ---- ----------- --------------- ---------------------- -------
<S> <C> <C> <C> <C> <C>
Derrell C. Coker............ 1997 $183,750 $ 5,288 $ 1,250 --
President and Chief 1996 $159,305 $50,812 $ 4,282 22,000
Executive Officer 1995 $138,564 $12,000 -- 12,500
Alan R. Schuele............. 1997 $139,335 $ 3,280 $42,354 300,000
President and Chief
Executive Officer
William F. Davies, Jr....... 1997 $161,800 $14,150 $ 1,000 18,000
Vice President, 1996 $137,379 $46,914 $ 3,404 17,000
Manufacturing 1995 $117,026 $12,000 -- 12,500
Operations
R. Scott Schaefer........... 1997 $ 88,510 $12,108 $ 500 15,000
Chief Financial Officer
and Corporate Secretary
Jimmie C. Vernon............ 1997 $151,625 $13,371 $ 1,000 11,500
Vice President, Sales 1996 $135,053 $42,997 $ 3,735 17,000
1995 $117,627 $12,000 -- 12,500
Reginald B. McHone.......... 1997 $152,970 $13,384 $ 1,424 --
Vice President, Finance 1996 $142,262 $44,770 $ 3,428 16,500
and Administration, Chief 1995 $127,048 $12,000 -- 12,500
Financial Officer and
Corporate Secretary
Wallace E. Matthews......... 1997 $154,250 $15,739 $ 1,000 25,000
Vice President, 1996 $128,006 $44,998 $ 2,800 17,000
Technology 1995 $108,942 $12,000 -- 25,000
</TABLE>
- ---------------
(1) Amounts shown include cash compensation earned but deferred pursuant to the
Company's 401(k) defined contribution plan.
(2) Amounts shown with respect to 1997 include cash compensation earned and
paid in the indicated fiscal year and with respect to each fiscal year cash
compensation earned in the indicated fiscal year but not received until the
subsequent fiscal year.
(3) Amounts shown include cash compensation relating to the reimbursement of
travel expenses for family members to accompany Messrs. Coker, McHone,
Davies and Vernon to an out-of-town meeting of the Board of Directors.
(4) Except with respect to Mr. Schuele, amounts shown include cash compensation
to provide discretionary funds for personal activities including but not
limited to legal and tax counseling and personal health maintenance.
Amounts shown for Mr. Schuele include compensation relating to the
reimbursement of moving and relocation expenses.
<PAGE>
OPTION AND BONUS PLANS
1995 Bonus Plan
In July 1995 the Board of Directors of the Company adopted the 1995 Bonus
Plan. The 1995 Bonus Plan is applicable to the Company's executive officers and
certain other key employees and consists of three components: (i) annual salary
increases consistent with industry practices; (ii) cash bonuses for performance
by the Company and the specific area of responsibility; and (iii) stock option
incentives rewarding long term Company performance.
Profit Sharing Program
In June 1995 the Board of Directors of the Company approved the Profit
Sharing Program, which provides for payment of quarterly profit sharing bonuses
to all eligible employees for fiscal quarters in which the Company achieves a
goal of 12% of pre-tax return on sales ("ROS") (before cash bonuses, profit
sharing, and the 401(k) Plan (as hereinafter defined) matching contributions)
and for discretionary annual matching contributions to participants in the
Company's 401(k) defined contribution savings plan (the "401(k) Plan").
Option Grants in Last Fiscal Year
The following table sets forth as to the Chief Executive Officers and each
of the other Named Executive Officers certain information with respect to
options to purchase shares of Common Stock granted during the fiscal year ended
December 31, 1997:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential realizable value
Number of at assumed annual rates of
securities Percent of total stock price appreciation
underlying options granted Exercise for option term/(3)/
options to employees in price Expiration --------------------------
Name granted fiscal year per share/(1)/ date/(2)/ 5% 10%
- ------------------------ ------------ ---------------- -------------- ---------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Derrell C. Coker........ -- -- -- -- -- --
Alan R. Schuele......... 300,000/(5)/ 47.5% $14.8125 April 17, 2007 $2,794,651 $7,082,193
William F. Davies, Jr... 18,000/(4)/ 2.8% $12.875 December 18,2007 $ 145,746 $ 369,350
R. Scott Schaefer....... 5,000/(5)/ 0.8% $16.125 March 27, 2007 $ 50,705 $ 128,495
R. Scott Schaefer....... 10,000/(4)/ 1.6% $12.875 December 18,2007 $ 80,970 $ 205,194
Jimmie C. Vernon........ 11,500/(4)/ 1.8% $12.875 December 18,2007 $ 93,116 $ 235,973
Reginald B. McHone...... -- -- -- -- -- --
Wallace E. Matthews..... 25,000/(4)/ 4.0% $20.75 October 28, 2007 $ 326,239 $ 826,754
</TABLE>
- --------------
(1) The exercise price per share was equal to the closing sales price per share
on the date of grant, as reported on the Nasdaq National Market of The
Nasdaq Stock Market, Inc.
(2) Options were granted for a term of 10 years, subject to earlier termination.
(3) Disclosure of the 5% and 10% assumed rates of appreciation are mandated by
the Securities and Exchange Commission and do not represent the Company's
estimate or projection of the future price of the Common Stock. The Common
Stock's closing sales price on the date of grant (which is equal to the
exercise price per share) as reported by the Nasdaq National Market of The
Nasdaq Stock Market, Inc. was used as the base price for these calculations.
(4) Options are exercisable beginning one year after the date of grant, with 25%
of the shares covered thereby becoming exercisable on the first anniversary
of the grant date. An additional 2.08% of such shares become exercisable
each month thereafter until four years from the date of grant, at which time
the option becomes fully exercisable.
<PAGE>
(5) Options are exercisable beginning one year after the date of grant, with 20%
of the shares covered thereby becoming exercisable on the first anniversary
of the grant date. An additional 1.67% of such shares become exercisable
each month thereafter until the earlier of (i) the date such option is fully
vested or (ii) the date such option terminates until five years from the
date of grant, at which time the option becomes fully exercisable.
Fiscal Year End Option Values
The following table sets forth as to the Chief Executive Officers and each
of the other Named Executive Officers certain information concerning option
holdings under the Option Plans:
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of securities Value of unexercised
underlying unexercised options in-the-money options
Shares at fiscal year-end at fiscal year-end/(1)/
Acquired on ------------------------------ ---------------------------
Name Exercise (#) Value Realized ($) (Exercisable/Unexercisable) (Exercisable/Unexercisable)
- ---- ------------ ------------------ ------------------------------ ---------------------------
<S> <C> <C> <C> <C>
Derrell C. Coker........ 15,050 $239,724 13,731 / 28,219 $101,922 / $203,432
Alan R. Schuele......... -- -- 0 / 300,000 $ 0 / $0
William F. Davies, Jr... -- -- 73,258 / 42,992 $825,347 / $199,849
R. Scott Shaefer........ 7,320 $142,527 8,365 / 23,315 $ 64,824 / $66,074
Jimmie C. Vernon........ 10,000 $135,450 53,258 / 36,492 $559,347 / $194,974
Reginald B. McHone...... 14,000 $294,580 67,831 / 24,669/(2)/ $754,475 / $184,412
Wallace E. Matthews..... 11,250 $274,338 42,456 / 53,294 $385,550 / $183,959
</TABLE>
- -----------------
(1) Values are based on the December 31, 1997 closing sales price as reported on
the Nasdaq National Market of The Nasdaq Stock Market, Inc. of $13.625 per
share, less the per share exercise price.
(2) On January 2, 1998, 14,938 of Mr. McHone's unvested options were vested in
accordance with his severance agreement, and the balance of his unvested
options were cancelled.
EMPLOYMENT AGREEMENTS
The Company entered into employment agreements with Messrs. Schuele, Davies
and Schaefer (the "Executives") as of March 1, 1998 (the "Employment
Agreements"). The Employment Agreements become effective upon the consummation
of the Merger and terminate on the first anniversary of the Merger (the "Term").
Upon the termination of an Executive's employment without Just Cause (as defined
in the Employment Agreements) during the Term, such Executive will be entitled
to receive, among other things, his base salary through the date of termination
of the Executive's employment.
If, during the Term, an Executive terminates his employment because of
certain specified changes in his employment situation constituting Good Reason
(as defined in the Employment Agreements), or if he is terminated without Just
Cause, he will be entitled to receive (in addition to salary earned prior to
termination) a single lump sum payment in an amount equal to his annual base
salary and the value of his accrued and special vacation benefits for the year
in which his employment terminates.
If an Executive were terminated without Just Cause or were to voluntarily
terminate his employment for Good Reason, such Executive would be entitled to a
lump sum severance payment pursuant to his Employment Agreement. The estimated
lump sum severance amounts payable under the terms of the Employment Agreements
(based upon a termination after the Merger is consummated and assuming current
salaries) would be as follows: Mr. Schuele, $225,000; Mr. Davies, $164,800; and
Mr. Schaefer, $115,000. Because the severance payments are based on elements
that vary from year to year, if termination occurs after the time the Merger is
consummated, such payments could be more or less than the estimated lump sum
payments set forth above.
<PAGE>
COMPENSATION OF DIRECTORS
Directors are not reimbursed for expenses incurred in connection with their
attendance at Board and committee meetings, except they may be reimbursed for
expenses incurred in connection with travel to Board and committee meetings.
Directors are not compensated by the Company for their service as Board members
or for committee participation. However, Mr. Kilby received an option to
acquire 6,250 shares when he was elected to the Board in 1993; Mr. Kilby
exercised this option in August of 1997. Directors are reimbursed for expenses
incurred in connection with special assignments for the Company.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") of the Board of Directors was
formed in May 1995 and is composed entirely of non-employee Directors. Prior to
the formation of the Committee, decisions with respect to executive compensation
were made by the full Board of Directors.
The Committee is charged with the responsibility for administering and
interpreting officer and director compensation programs, although the full Board
of Directors may be consulted on matters of executive compensation. The
Committee's principle objectives are:
. to attract and retain qualified officers;
. to ensure that the Company's officers and key employees are fairly
compensated relative to industry practices;
. to reward the achievement of assigned objectives;
. to encourage long-term contribution and sustained equity ownership by
officers and key employees; and
. to correlate to a meaningful degree overall compensation with
financial returns to the Company's stockholders.
The 1995 Bonus Plan and the Profit Sharing Program are intended to provide
the major components of executive compensation.
The 1995 Bonus Plan. The 1995 Bonus Plan is applicable to the Company's
executive officers and certain other key employees and consists of three
components: (i) annual salary increases consistent with industry practices; (ii)
cash bonuses for performance by the Company and the specific area of
responsibility; and (iii) stock option incentives rewarding long term Company
performance. Salaries are reviewed at least annually and are determined by the
Committee using whatever resources it deems advisable, including external
sources and personal experience, to confirm industry salary practices. In
addition, the Committee considers the performance of each individual, his
compensation history, his level of responsibility within the Company and his
individual talents.
In March of 1997 the amounts previously treated as other cash compensation
to provide discretionary funds for personal activities was added to the base
salary of the Named Executive Officers and was no longer paid as other cash
compensation. The President and Chief Executive Officer of the Company (the
"CEO"), makes recommendations to the Committee regarding the salaries of the
Company Officers. Effective June 1, 1997, the base salary rate increases for
the Named Executive Officers, with the exception of Mr. Coker and Mr. Schuele
(who received no salary adjustment), averaged 3.7% from their prior salary.
Pursuant to the 1995 Bonus Plan, stock options may be granted to officers
and other employees in compliance with the terms of the 1989 Option Plan and the
1995 Option Plan. Stock option grants are generally made in an effort to ensure
the long-term contribution of officers and key employees. Individual awards
generally reflect the judgment of the Board of Directors or the Committee, as
then applicable, with respect to the grantee's relative contribution to the
Company's effort to improve the Company's financial performance. In 1997 the
CEO made recommendations to the Committee, regarding stock option grants. The
Board of Directors (without the participation of the CEO) has been responsible
for determining stock option awards made to the CEO. In fiscal 1997, stock
options were granted to all Named Executive Officers, with the exception of Mr.
Coker and Mr. McHone.
Pursuant to the 1995 Bonus Plan, the Committee is responsible for the
establishment of specific target performance objectives for officers of the
Company. These objectives are intended to be integral
<PAGE>
to the achievement of the annual financial and operating plan. In years when
assigned objectives are met or exceeded the Committee intends to recognize this
achievement with substantial bonus awards. In 1997 the CEO made recommendations
to the Committee regarding bonus payments to individual officers. The
performance levels were below what was expected at the beginning of the year.
Therefore, the bonuses paid in 1997 were substantially reduced from the bonuses
paid in 1996. The cash bonuses accrued in 1997 for the Named Executive Officers,
with the exception of Mr. Coker and Mr. Schuele for whom no cash bonus was
accrued, averaged $6,448.
The Profit Sharing Program. The Profit Sharing Program is intended to
provide incentives and rewards to all eligible employees of the Company for
excellent financial performance by the Company. The minimum pre-tax return on
sales ("ROS") (before cash bonuses, profit sharing, and 401(k) matching
contributions) required to accrue and pay quarterly profit sharing is 12%. The
Company exceeded this minimum pre-tax ROS each quarter of 1997. Profit Sharing
bonuses accrued in 1997 for the Executive Officers averaged $4,940.
Additionally, each of the Named Executive Officers, with the exception of Mr.
Schuele, received $1,750 in 401(k) Plan matching contributions.
CEO COMPENSATION EVALUATION
In 1997, Mr. Schuele joined BENCHMARQ and was elected to the position of
President and CEO, and in June of 1997, Mr. Schuele was appointed to serve as a
Director. Mr. Schuele's salary was set at $225,000 per annum, and in order to
align his interests with those of the Company's stockholders, he was granted
300,000 non-qualified stock options at an exercise price of $14.8125 (the fair
market value of BENCHMARQ's stock on the date of grant). In determining Mr.
Schuele's compensation package, the Committee considered such factors as
compensation of Presidents and CEOs at comparable companies, his skills and
experience, and the compensation package necessary to attract an executive with
the requisite talent and experience to BENCHMARQ.
The foregoing report is given by the following members of the Committee:
L.J. Sevin
Harvey B. Cash
Jack Kilby
<PAGE>
PERFORMANCE GRAPH
The following graph shows a comparison of cumulative total returns for the
Company, The Nasdaq Stock Market Index and The Nasdaq Electronic Components
Stocks Index from December 1, 1995, the date the Common Stock was first quoted
on the Nasdaq National Market of The Nasdaq Stock Market, Inc., through December
31, 1996, the last trading day of 1996. The closing price of the Common Stock
on December 1, 1995 of $8.50 was used as the base price for the investment in
the Company. The stock price performance graph assumes an investment of $100 in
the Company and the two indexes on December 1, 1995, and assumes the full
reinvestment of dividends.
[PERFORMANCE GRAPH APPEARS HERE]
BENCHMARQ MICROELECTRONICS, INC.
STOCK PRICE PERFORMANCE
<TABLE>
<CAPTION>
12/1/95 12/31/95 12/31/96 12/31/97
------- -------- -------- --------
<S> <C> <C> <C> <C>
BENCHMARQ Microelectronics, Inc. 100.00 95.59 251.47 161.76
Nasdaq Electronic Components Stock Index 100.00 91.42 158.03 165.72
Nasdaq Stock Market Index 100.00 99.84 122.82 150.78
</TABLE>
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information regarding the beneficial
ownership of Common Stock by (i) each director, (ii) the Named Executive
Officers, (iii) all directors and executive officers of the Company as a group,
and (iv) each person who is known by the Company to be a stockholder of the
Company owning 5% or more of the Common Stock, in each case at April 21, 1998.
Each person named in the table has sole voting and investment power with respect
to all shares of Common Stock shown as beneficially owned by such person, except
pursuant to applicable community property laws or as otherwise set forth in the
notes to the table. In each case, the number of shares includes the beneficial
ownership of Common Stock which the designated person has the right to acquire
prior to June 20, 1998, including shares of Common Stock issuable upon exercise
of options that are exercisable prior to June 20, 1998.
<TABLE>
<CAPTION>
Percentage of
Number of Shares of Outstanding
Common Stock Shares of
Name of Beneficial Owners Beneficially Owned Common Stock/(1)/
------------------------- ------------------- -----------------
<S> <C> <C>
AMVESCAP PLC/(2)/................................ 678,700/(3)/ 9.5%
West Highland Capital, Inc./(4)/................. 600,000/(5)/ 8.4%
Wellington Management Company, LLP/(6)/.......... 481,300/(7)/ 6.8%
Derrell C. Coker................................. 93,775/(8)/ 1.3%
Alan R. Schuele.................................. 70,000/(9)/ *
William F. Davies, Jr............................ 105,174/(10)/ 1.5%
R. Scott Schaefer................................ 15,611/(11)/ *
Jimmie C. Vernon................................. 70,175/(12)/ *
Reginald B. McHone............................... 35,042 *
Wallace E. Matthews/(13)/........................ 49,869/(14)/ *
L.J. Sevin/(15)/................................. 695,120/(16)/ 9.8%
Harvey B. Cash................................... 69,738/(17)/ *
Dietrich Erdmann/(18)/........................... 605,212 8.5%
Jack S. Kilby.................................... 6,250 *
Charles Phipps................................... 41,547/(19)/ *
All executive officers and directors as a group
(10 persons).................................... 1,772,602/(20)/ 24.0%
</TABLE>
- -----------------------
* Less than 1%
(1) Calculation of percentage beneficial ownership assumes the exercise by only
the respective named stockholder of all rights to acquire shares of Common
Stock which are exercisable prior to June 20, 1998, including, without
limitation, upon exercise of options for the purchase of Common Stock held
by such stockholder.
(2) AMVESCAP PLC's address is 11 Devonshire Square, London, England EC2M 4YR.
(3) AMVESCAP PLC, acting through its subsidiary holding companies, AVZ, Inc.,
AIM Management Group Inc., AMVESCAP Group Services, Inc., INVESCO, Inc. and
INVESCO North American Holdings, Inc., and through in investment adviser
subsidiaries, INVESCO Capital Management, Inc., INVESCO Funds Group, Inc.,
INVESCO Management & Research, Inc., INVESCO Realty Advisors, Inc., INVESCO
MIM Management Limited and INVESCO Asset Management Limited, may be deemed
to be the beneficial owner of 678,700 shares of Common Stock. AMVESCAP
PLC, the
<PAGE>
subsidiary holding companies and the investment adviser subsidiaries share
voting and dispositive power over the 678,700 shares of Common Stock. No
single fund is the beneficial owner of more than five percent of the
outstanding shares of Common Stock.
(4) West Highland Capital, Inc.'s address is 300 Drake's Landing Road, Suite
290, Greenbrae, California 94904.
(5) West Highland Capital, Inc. ("WHC"), a registered investment advisor, may
be deemed to beneficially own 600,000 shares of Common Stock. WHC shares
voting and dispositive power with respect to 498,000 shares of Common Stock
with Estero Partners, LLC, an affiliate, with respect to 600,000 shares of
Common Stock with Lang H. Gerhard, its sole shareholder, with respect to
420,000 shares of Common Stock with West Highland Partners, L.P., and with
respect to 78,000 shares of Common Stock with Buttonwood Partners, L.P.
WHC, Estero Partners, LLC and Mr. Gerhard are general partners of West
Highland Partners, L.P. and Buttonwood Partners, L.P. All such entities
and Mr. Gerhard have the same address as WHC.
(6) Wellington Management Company, LLP's address is 75 State Street, Boston,
Massachusetts 02109.
(7) Wellington Management Company, LLP ("WMC"), in its capacity as investment
adviser may be deemed to beneficially own 481,300 shares of Common Stock
which are held of record by clients of WMC. WMC shares with its clients
the power to vote 330,700 shares of Common Stock and the power to dispose
of 481,300 shares of Common Stock.
(8) Includes 21,020 shares issuable upon exercise of options exercisable prior
to June 20, 1998.
(9) Includes 70,000 shares issuable upon exercise of options exercisable prior
to June 20, 1998.
(10) Includes 61,424 shares issuable upon exercise of options exercisable prior
to June 20, 1998.
(11) Includes 9,695 shares issuable upon exercise of options exercisable prior
to June 20, 1998.
(12) Includes 50,175 shares issuable upon exercise of options exercisable prior
to June 20, 1998.
(13) Effective January 1997, Mr. Mathews resigned his duties and
responsibilities as Vice President, Technology in order to focus his
efforts on design engineering as the Company's Chief Design Engineer.
(14) Includes 49,869 shares issuable upon exercise of options exercisable prior
to June 20, 1998.
(15) Mr. Sevin's address is Two Galleria Tower, 13455 Noel Road, Suite 1670, LB
5, Dallas, Texas 75240
(16) Includes 60,639 shares held of record by the L.J. Sevin Benevolent Fund.
As the trustee of the L.J. Sevin Benevolent Fund, Mr. Sevin may be deemed a
beneficial owner of the shares owned by the L.J. Sevin Benevolent Fund.
Mr. Sevin disclaims beneficial interest in such shares.
(17) Includes 18,738 shares held of record by the Mary Berryman Cash 1992
Grandchildren's Trust. Mr. Cash disclaims beneficial ownership of the
shares of Common Stock held of record by the Mary Berryman Cash 1992
Grandchildren's Trust.
(18) Mr. Erdmann's address is Mattstrasse 18, CH6052, Hergiswil, Switzerland.
(19) Includes 1,125 shares held of record in a trust for Mr. Phipps' dependent
son, of which Mr. Phipps' wife is the trustee.
(20) Includes the shares referred to in notes 8-12, 14, 16, 17 and 19 above.
<PAGE>
VOTING AGREEMENT
Messrs. Coker, Schuele, Sevin, Cash, Erdmann, Kilby and Phipps (the "Voting
Agreement Stockholders") are all parties to a Voting Agreement dated as of March
2, 1998 (the "Voting Agreement") with Unitrode. Pursuant to the terms of the
Voting Agreement, the Voting Agreement Stockholders have agreed, subject to the
terms and conditions of the Voting Agreement, to vote in favor of certain
matters, including without limitation, the approval and adoption of the Merger
Agreement, and against, among other things, any action or agreement that could
reasonably be expected to result, directly or indirectly, in a breach in any
material respect of any covenant, representation or warranty or any obligation
of the Company under the Merger Agreement. The Voting Agreement Stockholders
beneficially own an aggregate of 1,490,622 shares of Common Stock (representing
approximately 21% of the issued and outstanding shares of Common Stock as of
April 21, 1998). Unitrode did not pay additional consideration to any Voting
Agreement Stockholder in connection with the execution and delivery of the
Voting Agreement. The Voting Agreement terminates upon the earlier to occur of
the consummation of the Merger or the termination of the Merger Agreement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: April 24, 1998 BENCHMARQ MICROELECTRONICS, INC.
By: /s/ R. Scott Schaefer
---------------------------------------
R. Scott Schaefer
Chief Financial Officer and
Corporate Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
- ---------------------------- ---------------------------------- --------------
/s/ * Director, President and Chief April 24, 1998
- ---------------------------- Executive Officer (Principal
Executive Officer)
/s/ R. Scott Schaefer Chief Financial Officer (Principal
- ---------------------------- Financial and Accounting Officer)
R. Scott Schaefer and Corporate Secretary
/s/ * Chairman of the Board
- ----------------------------
Derrell C. Coker
/s/ * Director
- ----------------------------
L.J. Sevin
/s/ * Director
- ----------------------------
Berry Cash
/s/ * Director
- ----------------------------
Dietrich Erdmann
/s/ * Director
- ----------------------------
Charles Phipps
/s/ * Director
- ----------------------------
Jack S. Kilby
* By: /s/ R. Scott Schaefer April 24, 1998
----------------------
R. Scott Schaefer
Attorney-in-fact
