<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) OCTOBER 4, 1995
--------------------------
SEMTECH CORPORATION
------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-6395 95-2119684
------------------- ----------- ---------------------
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION FILE NUMBER) IDENTIFICATION NO.)
OF INCORPORATION)
652 MITCHELL ROAD, NEWBURY PARK, CALIFORNIA 91320
-----------------------------------------------------------------------
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) ZIP CODE
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (805) 498-2111
--------------------------
NOT APPLICABLE
----------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 4, 1995, the Registrant entered into an Agreement and Plan of
Merger ("Merger Agreement") among the Registrant, Semtech Acquisition Corp. (a
wholly owned subsidiary of the Registrant), Gamma Inc. (dba ECI Semiconductor)
and the Shareholders of Gamma Inc. dated October 4,1995. Pursuant to the Merger
Agreement, on October 4, 1995, Semtech Acquisition Corp. was merged into Gamma
Inc., and Gamma Inc. was the surviving corporation and became a wholly-owned
subsidiary of the Registrant. Gamma Inc. was then renamed Semtech Santa Clara
Corp. Each share of Gamma Inc. Stock outstanding on October 4, 1995, by virtue
of the Merger Agreement, was exchanged for and converted into fully paid and
nonassessable voting common shares, par value $.01 per share, of Semtech
Corporation common stock, at the exchange rate of 775,000 shares of Semtech
Corporation common stock, for 147,566 shares of Gamma Inc. common stock. This
agreement defines the terms under which all the outstanding shares of Gamma Inc.
were exchanged. Semtech Corporation acquired Gamma Inc. to integrate and
complement its existing businesses and technology.
The Registrant also entered into a Registration Rights Agreement dated October
4, 1995. This agreement provides that the Semtech Corporation will file with the
Securities and Exchange Commission, not later than 90 days after October 4,
1995, a Registration Statement under the Securities Act covering the 775,000
shares of newly issued common stock of the Semtech Corporation which was
exchanged for all of the outstanding stock of Gamma Inc. The Registration shall
be on Form S-3 or another appropriate form permitting registration of such
securities for resale by the former shareholders of Gamma Inc. from time to
time. Semtech issued 775,000 new shares of common stock in exchange for all of
Gamma, Inc.'s (dba ECI Semiconductor) outstanding stock. Semtech Corporation
agreed to use its best efforts to cause this registration to become effective
under the Securities Act of 1933, as amended, as soon as practicable following
the date on which it is filed.
The Registrant also entered into the Escrow Agreement dated October 4, 1995
among the Registrant, the former shareholders of Gamma Inc. and Bank of America
NT&SA. This agreement defines terms under which 50,000 (approximately 6.5%) of
the shares of Semtech Corporation common stock acquired by the shareholders of
Gamma Inc through the Merger Agreement will be held in escrow for a period which
under no circumstances will exceed one year for the purpose of satisfying any
indemnification obligations of such shareholders arising under the Merger
Agreement.
The foregoing descriptions are qualified in their entirety by reference to the
full texts of the Merger Agreement, the Registration Rights Agreement and Escrow
Agreement, which were previously filed with the Securities and Exchange
Commission in an 8-K filing done 15 days after the subject event.
<PAGE>
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS
(a) The following financials statements of Gamma, Inc. are filed herewith:
Report of Independent Public Accountants
Balance Sheet as of January 29, 1995
Statement of Income for the Twelve Months Ended January 29, 1995
Statement of Cash Flows for the Twelve Months Ended January 29,
1995
Notes to Financial Statements
(b) The following Pro Forma financial statements are filed herewith:
Pro Forma Combined Balance Sheet as of July 30, 1995
Pro Forma Combined Statements of Income for the Twelve Months
Ended January 29, 1995
Pro Forma Combined Statements of Income for the Six Months
Ended July 30, 1995
(c) The following exhibits were previously filed with the Commission
within 15 days of the subject event.
2.1 Agreement and Plan of Merger ("Merger Agreement") among the
Semtech Corporation, Semtech Acquisition Corp., Gamma Inc. (dba
ECI Semiconductor) and the Shareholders of Gamma Inc. dated
October 4,1995.
2.2 Registration Rights Agreement dated October 4, 1995.
2.3 Escrow Agreement among Semtech Corporation, Michael Himes, Michael
Wilson, Jim Preston, Troy Speers, and Extek Company and Bank of
America NT&SA, dated October 4, 1995.
99.1 Press Release, dated October 4, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SEMTECH CORPORATION
-------------------
(Registrant)
Date: December 18, 1995
/s/ David G. Franz, Jr.
-----------------------------------
David G. Franz, Jr.
Vice President Finance and
Chief Financial Officer,
Secretary and Treasurer
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Board of Directors of
Gamma, Inc. (dba ECI Semiconductor):
We have audited the accompanying balance sheet of GAMMA, INC. (dba ECI
Semiconductor, a California corporation), as of January 29, 1995, and the
related statements of income, shareholders' deficit, and cash flows for the year
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Gamma, Inc. (dba ECI
Semiconductor) as of January 29, 1995, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.
ARTHUR ANDERSEN LLP
Los Angeles, California
December 6, 1995
<PAGE>
GAMMA, INC.
-----------
(dba ECI SEMICONDUCTOR)
-----------------------
BALANCE SHEET
-------------
AS OF JANUARY 29, 1995
----------------------
<TABLE>
<CAPTION>
ASSETS
------
<S> <C>
Current Assets:
Cash $ 424,487
Accounts receivable, net of allowance
for doubtful accounts of $62,975 865,552
Inventories 651,347
Prepaid expenses 16,898
Deferred income taxes 352,209
----------
Total current assets 2,310,493
----------
Property, Plant and Equipment, at cost:
Machinery and equipment 422,463
Office equipment 72,284
Vehicles 9,576
Leasehold improvements 56,446
----------
560,769
Less accumulated depreciation and
amortization (516,085)
----------
Net property, plant and equipment 44,684
Deposits 21,049
----------
Total assets $2,376,226
==========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
GAMMA, INC.
-----------
(dba ECI SEMICONDUCTOR)
-----------------------
BALANCE SHEET
-------------
AS OF JANUARY 29, 1995
----------------------
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' DEFICIT
-------------------------------------
<S> <C>
Current liabilities:
Accounts payable $1,027,872
Deferred revenue 200,000
Accrued liabilities 732,066
Notes payable 36,047
Income taxes payable 190,577
Deferred rent 18,696
----------
Total current liabilities 2,205,258
Deferred compensation 955,000
----------
Total liabilities 3,160,258
----------
Commitments and contingencies - Note 4
Shareholders' deficit:
Common stock, no par value:
Authorized - 1,000,000 shares
Outstanding - 147,566 shares 61,534
Accumulated deficit (845,566)
----------
Total shareholders' deficit (784,032)
----------
Total liabilities and shareholders' deficit $2,376,226
==========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
GAMMA, INC.
-----------
(dba ECI SEMICONDUCTOR)
-----------------------
STATEMENT OF INCOME
-------------------
FOR THE YEAR ENDED JANUARY 29, 1995
-----------------------------------
<TABLE>
<S> <C>
Sales $8,795,491
Cost of goods sold 5,791,163
----------
Gross profit 3,004,328
----------
Operating expenses:
Research and development 704,471
Selling, general and administrative 1,961,473
----------
2,665,944
----------
Income from operations 338,384
Other expense 4,299
----------
Income before provision for income taxes 334,085
Provision for income taxes 19,237
----------
Net income $ 314,848
==========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
GAMMA, INC.
-----------
(dba ECI SEMICONDUCTOR)
-----------------------
STATEMENT OF SHAREHOLDERS' DEFICIT
----------------------------------
FOR THE YEAR ENDED JANUARY 29, 1995
-----------------------------------
<TABLE>
<CAPTION>
Common Stock Accumulated Shareholders'
Shares Amount Deficit Deficit
------ ------ ----------- -------------
<S> <C> <C> <C> <C>
Balance, January 30, 1994 140,066 $26,082 $(1,160,414) $(1,134,332)
Common stock issued in
exchange for services 7,500 35,452 - 35,452
Net income - - 314,848 314,848
------- ------- ----------- -----------
Balance, January 29, 1995 147,566 $61,534 $ (845,566) $ (784,032)
======= ======= =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
GAMMA, INC.
-----------
(dba ECI SEMICONDUCTOR)
-----------------------
STATEMENT OF CASH FLOWS
-----------------------
FOR THE YEAR ENDED JANUARY 29, 1995
-----------------------------------
<TABLE>
<CAPTION>
1995
----------
<S> <C>
Cash flows from operating activities:
Net income $ 314,848
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 30,310
Deferred income taxes (130,221)
Provision for doubtful accounts (20,892)
Common stock issued in exchange
for services 35,452
(Increase) decrease in operating assets:
Accounts receivable (298,782)
Inventories (273,652)
Prepaid expenses (6,553)
Deposits (10,000)
Increase (decrease) in operating liabilities:
Accounts payable 267,587
Deferred Revenue (7,092)
Accrued liabilities 126,733
Income taxes payable 149,502
Deferred rent (15,798)
---------
Net cash provided by operating activities 161,442
---------
Cash flows used in financing activities;
Principal payments on notes payable (16,916)
---------
Net increase in cash 144,526
Cash, beginning of year 279,961
---------
Cash, end of year $ 424,487
=========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
GAMMA, INC.
-----------
(dba ECI SEMICONDUCTOR)
-----------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
JANUARY 29, 1995
----------------
1. Line of Business and Summary of Significant Accounting Policies
---------------------------------------------------------------
Organization - Gamma, Inc. (the Company), was incorporated in April 1977
------------
and commenced operations in 1988. The Company manufactures silicon wafers
for the electronics industry.
Inventories - Inventories are stated at the lower of cost or market and
-----------
consist of materials, labor and overhead. Cost is determined on the first-
in, first-out (FIFO) method.
Property, Plant and Equipment - Property, plant and equipment are stated at
-----------------------------
cost and are being depreciated on the straight-line method over the lesser
of 5 years or the life of the lease.
Income taxes - Income taxes are provided for the tax effects of
------------
transactions reported in the financial statements and consist of taxes
currently due plus deferred taxes. Deferred taxes relate primarily to
temporary differences between the bases of assets and liabilities for
financial and income tax reporting purposes using the statutory marginal
income tax rate in effect for the year in which the differences are expected
to reverse. The deferred taxes represent the future tax return consequences
of those differences, which will either be taxable or deductible when the
assets and liabilities are recovered or settled.
Revenue Recognition - The Company recognizes product revenue upon shipment.
-------------------
Product design and engineering revenue is recognized during the period in
which services are performed.
2. Inventories
-----------
Inventories as of January 29, 1995, were comprised of the following components:
<TABLE>
<CAPTION>
<S> <C>
Raw materials $ 16,637
Work in process 623,514
Finished goods 11,196
--------
$651,347
========
</TABLE>
<PAGE>
- 2 -
3. Income taxes
------------
The provision for income taxes for the year ended January 29, 1995 consists of
the following:
<TABLE>
<S> <C>
Current:
Federal $ 112,675
State 36,783
---------
149,458
Deferred:
Federal (100,199)
State (30,022)
---------
(130,221)
---------
Provision for income taxes $ 19,237
=========
</TABLE>
The components of the net deferred income tax asset at January 29, 1995 are as
follows:
<TABLE>
<S> <C>
Deferred tax assets:
Payroll and related $ 474,406
Environmental accrual 100,345
Research and development
tax credit 143,000
Reserve for credit memos 60,207
Deferred revenue 30,505
Other deferred assets 43,914
---------
Total deferred income taxes 852,377
Valuation reserve (500,168)
---------
Net deferred income taxes $ 352,209
=========
</TABLE>
The provision for income taxes reconciles to the amount computed by applying the
statutory federal rate to income before taxes as follows:
<TABLE>
<CAPTION>
Amount Percent
-------- ---------
<S> <C> <C>
Computed expected tax $113,589 34.0%
State income taxes, net of
federal benefit 20,713 6.2%
Change in valuation reserve (96,045) (28.7)%
Other (19,020) (5.7)%
-------- -------
Provision for income taxes $ 19,237 5.8%
======== =======
</TABLE>
<PAGE>
- 3 -
The Company has federal and state research and development tax credit
carryforwards of approximately $103,000 and $40,000, respectively. These credits
are available to offset future income taxes and expire in various years through
2010.
4. Commitments and Contingencies
-----------------------------
Building lease
--------------
The Company leases its facilities under long-term non-cancelable operating
leases which expire at various dates through November 1997. Certain lease
payments increase over the life of the leases. The difference between the
lease payments required and the lease expense recognized on the straight-
line method is recorded as deferred rent. Rent expense for the year ended
January 29, 1995, was approximately $225,000.
The future minimum annual lease payments are summarized as follows:
<TABLE>
<CAPTION>
Fiscal Year
Ending
-----------
<S> <C>
1996 $219,351
1997 94,344
1998 70,758
--------
$384,453
========
</TABLE>
Deferred Compensation
---------------------
On September 10, 1989, the Company entered into an employment contract with
its majority shareholder. The agreement guarantees continuing salary
payments to the shareholder upon termination of employment equal to his
compensation at the point of termination, plus certain benefits, for a
period of three years. The liability was recorded by the Company in the year
the contract was entered into. The present value of this commitment as of
January 29, 1995 is $955,000 which is reflected in the accompanying
financial statements.
5. Major customers
---------------
As of January 29, 1995, three customers accounted for 29, 28 and 7 percent of
sales, as well as 36, 17 and 11 percent of accounts receivable, respectively.
6. Accrued Liabilities
-------------------
Accrued liabilities consist of the following:
<TABLE>
<S> <C>
Payroll and related $304,614
Sales tax 27,452
Environmental 250,000
Reserve for credit memos 150,000
--------
$732,066
========
</TABLE>
<PAGE>
- 4 -
7. Notes payable
-------------
<TABLE>
<S> <C>
Note payable, bearing interest at 7.25%, due in
monthly installments to 1996, collateralized
by certain equipment $ 18,553
Note payable, bearing interest at 7.25%, due in
monthly installments to 1996, collateralized
by certain equipment 17,494
---------
$ 36,047
=========
</TABLE>
8. Environmental Matters
---------------------
The Company utilizes several types of acids and solvents in the manufacturing
process which are neutralized in a series of underground tanks. The Company has
decided to remove underground acid neutralization tanks to be replaced with an
upgraded system as certain contaminants have been collected from a monitoring
well on the property. The Company has accrued $250,000 for the removal of the
underground tanks, installation of a treatment system and filtering of
compounds. Based on advice of environmental consultants, Company management
believes this reserve is adequate to cover the related costs and any future
clean-up.
9. Employee Benefit Plan
---------------------
The Company maintains a defined contribution plan under section 401(k) of the
Internal Revenue Code. Under this plan, employees may defer up to 12% of their
salary, subject to Internal Revenue Service limits. Company contributions to the
plan are at the discretion of the board of directors. The Company contributed
$49,000 to the plan for fiscal 1995 which is accrued in the accompanying
financial statements.
10. Deferred Revenue
----------------
Deferred revenue represents cash advances from customers for product design and
engineering services. Services are generally performed within one year.
11. Statement of Cash Flows
-----------------------
The Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.
For the year ended January 29, 1995, $35,452 of services were contributed in
exchange for 7,500 shares of the Company's common stock. The services have been
recorded in the accompanying income statement at the fair market value of the
services at the date of the transfer as determined by Company management.
For the year ended January 29, 1995, cash payments for interest were
approximately $3,000, and there were no cash payments for income taxes.
<PAGE>
- 5 -
12. Subsequent event
----------------
In October 1995, the shareholders of the Company agreed to exchange their stock
for 775,000 shares of common stock of Semtech Corporation. This transaction is
being accounted for as a pooling of interests.
<PAGE>
SEMTECH CORPORATION AND SUBSIDIARIES
------------------------------------
UNAUDITED PRO-FORMA BALANCE SHEET
---------------------------------
AS OF JULY 30, 1995
-------------------
(In thousands except per share amounts)
<TABLE>
<CAPTION>
ASSETS
------
Historical
------------------------
(a)
Gamma, Inc. Semtech Pro-Forma Pro-Forma
(Unaudited) (Unaudited) Adjustments (Unaudited)
------------ ----------- ------------- ------------
<S> <C> <C> <C> <C>
Cash and cash equivalents $1,036 $ 4,018 $ $ 5,054
Temporary investments - 411 411
Receivables, net 1,324 6,336 (78)(c) 7,582
Inventories 818 7,005 7,823
Income tax refundable - 80 80
Other current assets 9 396 405
------ ------- ------ -------
Total current assets 3,187 18,246 (78) 21,355
------ ------- ------ -------
Property plant and
equipment 74 4,348 4,422
Deferred tax asset 364 214 578
Other Assets 21 393 414
------ ------- ------ -------
Total assets $3,646 $23,201 (78) 26,769
====== ======= ====== =======
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<S> <C> <C> <C> <C>
Current portion of
long-term debt $ 36 $ 297 $ $ 333
Accounts payable 1,278 2,382 (78)(c) 3,582
Accrued liabilities 1,076 1,550 300 (e) 2,926
Income taxes payable 740 510 324 1,250
Other current
liabilities 216 - 216
------ ------- ------ -------
Total current
liabilities 3,346 4,739 222 8,307
------ ------- ------ -------
Long-term debt, less current - 547 547
Deferred Compensation 639 - 639
SHAREHOLDERS' EQUITY:
Common stock 62 65 (54)(a) 73
Additional paid-in capital - 9,064 54 (a) 9,118
Retained earnings (401) 9,046 (324)(e) 8,345
Cumulative translation
adjustment - (260) (260)
------ ------- ------ -------
Total shareholders'
equity (339) 17,915 (300) 17,276
------ ------- ------ -------
Total liabilities
and shareholders'
equity $3,646 $23,201 $ (78) $26,769
====== ======= ====== =======
</TABLE>
The accompanying notes are an integral part of this pro-forma financial
statement.
<PAGE>
SEMTECH CORPORATION AND SUBSIDIARIES
------------------------------------
UNAUDITED PRO-FORMA COMBINED
----------------------------
INCOME STATEMENTS
-----------------
FOR THE SIX MONTHS ENDED
------------------------
JULY 30, 1995
-------------
(In thousands except per share amounts)
<TABLE>
<CAPTION>
Historical
------------------------
(b)
Gamma, Inc. Semtech Pro-Forma Pro-Forma
(Unaudited) (Unaudited) Adjustments (Unaudited)
------------ ----------- -------------- ------------
<S> <C> <C> <C> <C>
NET SALES $7,616 $19,916 $ (78)(c) $ 27,454
COST OF SALES 4,672 11,874 (78)(c) 16,468
------ ------- ------- --------
Gross profit 2,944 8,042 - 10,986
------ ------- ------- --------
OPERATING COSTS AND
EXPENSES:
Selling, general and
administrative 1,470 3,723 5,193
Product development and
engineering 638 599 - 1,237
------ ------- ------- --------
Total operating costs
and expenses 2,108 4,322 - 6,430
------ ------- ------- --------
Income from
operations 836 3,720 - 4,556
------ ------- ------- --------
OTHER (INCOME) EXPENSE:
Interest 4 (28) (24)
Other expense, net 35 - - 35
------ ------- ------- --------
Income before
taxes 797 3,748 - 4,545
------ ------- ------- --------
PROVISION FOR INCOME TAXES 353 1,113 - 1,466
------ ------- ------- --------
Net income $ 444 $ 2,635 $ - $ 3,079
====== ======= ======= ========
INCOME PER COMMON SHARE:
Primary $0.49 $0.50(d)
Fully diluted $0.47 $0.49(d)
WEIGHTED AVERAGE SHARES
OUTSTANDING:
Primary 5,370 6,145 (d)
Fully diluted 5,566 6,341 (d)
</TABLE>
The accompanying notes are an integral part of this pro-forma financial
statement.
<PAGE>
SEMTECH CORPORATION AND SUBSIDIARIES
------------------------------------
UNAUDITED PRO-FORMA COMBINED INCOME STATEMENTS
----------------------------------------------
FOR THE YEAR ENDED JANUARY 29, 1995
-----------------------------------
(In thousands except per share amounts)
<TABLE>
<CAPTION>
Historical
--------------------
(b)
Pro-Forma Pro-Forma
Gamma, Inc. Semtech Adjustments (Unaudited)
----------- -------- ----------- ------------
<S> <C> <C> <C> <C>
NET SALES $8,795 $25,810 $ $34,605
COST OF SALES 5,791 17,542 - 23,333
------ ------- -------- -------
Gross profit 3,004 8,268 - 11,272
------ ------- -------- -------
OPERATING COSTS AND
EXPENSES:
Selling, general and
administrative 1,962 5,623 7,585
Product development and
engineering 704 884 - 1,588
------ ------- -------- -------
Total operating costs
and expenses 2,666 6,507 - 9,173
------ ------- -------- -------
Income from
operations 338 1,761 - 2,099
------ ------- -------- -------
OTHER (INCOME) EXPENSE:
Interest expense - 160 160
Other expense, net 4 (93) - (89)
------ ------- -------- -------
Income before
taxes 334 1,694 - 2,028
------ ------- -------- -------
PROVISION FOR INCOME TAXES 19 507 - 526
------ ------- -------- -------
Net income $ 315 $ 1,187 $ - $ 1,502
====== ======= ======== =======
INCOME PER COMMON SHARE:
Primary $0.25 $0.27(d)
Fully diluted $0.22 $0.25(d)
WEIGHTED AVERAGE SHARES
OUTSTANDING:
Primary 4,743 5,518(d)
Fully diluted 5,328 6,103(d)
</TABLE>
The accompanying notes are an integral part of this pro-forma financial
statement.
<PAGE>
SEMTECH CORPORATION AND SUBSIDIARIES
------------------------------------
NOTES TO UNAUDITED PRO-FORMA COMBINED STATEMENTS
------------------------------------------------
(a) Assumes the merger was consummated at the end of the period.
(b) The pro-forma profit and loss adjustments do not include non-recurring
merger expenses to be incurred by the Company estimated at approximately
$490,000, and related tax benefit of approximately $190,000.
(c) Represents intercompany sales and related accounts receivable and
accounts payable.
(d) Based on exchanging 147,566 shares of Gamma Inc. stock for 775,000 shares
of Semtech Corporation common stock as if the merger had occurred on
January 31, 1994, the beginning of the fiscal year.
(e) Represents non-recurring merger expenses estimated at approximately
$300,000, net of tax benefit.
