<PAGE>
Securities and Exchange Commission
Washington D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 23, 1998
OPTI INC.
(Exact name of Registrant as specified in its charter)
California 0-19749 77-0220697
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
888 Tasman Drive
Milpitas, California 95035
(Address of principal executive offices, including zip code)
(408) 486-8000
----------------------
(Registrant's telephone number, including area code)
The purpose of this Amendment is to file Pro Forma Financial Information
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro Forma Financial Information
The accompanying unaudited pro forma condensed financial information gives
effect to the sale of the audio operations as if the transaction had occurred on
January 1, 1996 for purposes of the unaudited statements of operations, and as
of September 30, 1997 for purposes of the unaudited balance sheet. No profit
from the sale has been reflected in the unaudited pro forma condensed statements
of operations due to the nonrecurring nature of the transaction.
Actual gain on the sale of the audio operations will be reported in OPTi, Inc's
audited consolidated financial statements included in Form 10-K for the year
ended December 31, 1997 to be filed no later than March 31, 1998.
OPTI INC.
UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
The following unaudited pro forma condensed financial statements represent the
transaction in which OPTi, Inc. (the "Company") sold the assets associated with
its audio operations, under the terms of the Asset Purchase Agreement dated
November 22, 1997, to Creative Technology ("Creative"), an unaffiliated,
Singapore corporation. The sale was consummated on November 26, 1997.
Under the terms of the Asset Purchase Agreement, the Company transferred to
Creative all of the Audio operations assets except for accounts receivable and
inventory relating to that operation. All liabilities of the audio operations
were retained by the Company except for obligations relating to license
agreements and a supply contract. At closing, Creative paid the Company
$14,000,000 in cash and delivered a warrant to purchase 200,000 shares of OPTi's
common stock at a price of $10.00 per share which expires in 2002.
The Company's revenues from the sale of its audio products represented
approximately 28% and 27% of the Company's revenues in 1996 and the first nine
months of 1997, respectively. Fourteen million dollars of the purchase price,
paid in cash, is being used by the Company to fund its daily operations;
however, by selling the Audio Assets, the Company loses a significant source of
continued revenue.
The unaudited condensed financial information (OPTi Net of Audio Assets to be
Sold") gives effect to the sale of the audio operations as if the transaction
had occurred on January 1, 1996 for purposes of the unaudited statements of
operations, and as of September 30, 1997, for purposes of the unaudited balance
sheet.
The pro forma information is presented for illustrative purposes only and is not
necessarily indicative of the operating results or financial position that would
have occurred if the sale had been consummated as presented in the accompanying
unaudited pro forma condensed financial information nor is it necessarily
indicative of future operating results or financial position.
The unaudited pro forma condensed financial information should be read in
conjunction with the accompanying note and the historical financial statements,
including the notes.
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NOTE TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1996 AND NINE MONTHS ENDED SEPTEMBER 30, 1997
The pro forma condensed financial statements give effect to the following pro
forma adjustments:
On November 26, 1997, OPTi, Inc. (the "Company") sold some of the assets
associated with its audio operations, (the "Audio Assets"), substantially under
the terms of the Asset Purchase Agreement dated November 22, 1997, to Creative
Technology Ltd., ("Creative"), an unaffiliated, Singapore corporation.
Under the terms of the Asset Purchase Agreement, the Company transferred to
Creative all of the Audio Assets except for the accounts receivable and
inventory of the operation. All liabilities of the audio operations were
retained by the Company except for certain obligations relating to licensing
agreements and a supply contract. At closing, Creative paid the Company
$14,000,000 in cash and delivered a warrant to purchase 200,000 Shares of OPTi's
Common Stock at a price of $10.00 per share and expiring in 2002.
The Company's revenues from the sale of its audio products represented
approximately 28% and 27% of the Company's revenues in 1996 and the first nine
months of 1997, respectively. Fourteen million dollars of the purchase price,
paid in cash, is being used by the Company to fund its daily activities;
however, by selling the Audio Assets, the Company loses a significant source of
continued revenue.
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<TABLE>
<CAPTION>
OPTi Inc.
Unaudited Pro Forma Statement of Operations
Year Ended December 31, 1996
($, in thousands, except per share data)
OPTi Inc.
Less Audio
Less OPTi Business
OPTi Inc. Audio Business to be Sold
-------- -------------- ----------
(a) (b) (c)
<S> <C> <C> <C>
Net Sales $118,725 $33,738 $84,987
Costs and Expenses:
Cost of sales 111,395 23,359 88,036
Research and development 14,084 2,145 11,939
Selling, general and administrative 16,916 970 15,946
-------- ------- --------
Total costs and expenses 142,395 26,474 115,921
-------- ------- --------
Operating loss (23,670) 7,264 (30,934)
-------- ------- --------
Interest income and other 2,417 -- 2,417
Interest expense (441) -- 441
-------- ------- --------
1,976 -- 1,976
-------- ------- --------
Loss before benefit for income taxes (21,694) 7,264 (28,958)
Benefit for income taxes (7,636) -- (7,636)
-------- ------- --------
Net loss ($14,058) $ 7,264 ($21,322)
======== ======= ========
Net loss per share ($1.13) ($1.71)
======== ========
Shares used in calculation of
net loss per share 12,440 12,440
======== ========
</TABLE>
(a) Represents historical OPTi Inc. financial statements, including audio
business to be sold.
(b) Represents historical OPTi Inc. audio business, to be sold, exclusive of any
gain realized on the sale.
(c) Represents historical OPTi Inc., net of audio business to be sold, exclusive
of any gain realized on the sale of the audio business.
<PAGE>
<TABLE>
<CAPTION>
OPTi Inc.
Unaudited Pro Forma Statement of Operations
September 30, 1997
($, in thousands, except per share data)
OPTi Inc.
Less Audio
Less OPTi Business
OPTi Inc. Audio Business to be Sold
-------- -------------- ----------
(a) (b) (c)
<S> <C> <C> <C>
Net Sales $54,211 $14,865 $39,346
Costs and Expenses:
Cost of sales 40,579 14,413 26,166
Research and development 9,874 1,797 8,077
Selling, general and administrative 11,448 969 10,479
Restructuring 1,213 5 1,208
-------- -------- ----------
Total costs and expenses 63,114 17,184 45,930
-------- -------- ----------
Operating loss (8,903) (2,319) (6,584)
Interest income and other 1,987 -- 1,987
-------- -------- ----------
Loss before benefit for income taxes (6,916) (2,319) (4,597)
Benefit for income taxes (137) -- (137)
-------- -------- ----------
Net loss ($6,779) ($2,319) ($4,460)
======== ======== ==========
Net loss per share ($0.53) ($0.35)
======== ==========
Shares used in calculation of
net loss per share 12,762 12,762
======== ==========
</TABLE>
(a) Represents historical OPTi Inc. financial statements, including audio
business to be sold.
(b) Represents historical OPTi Inc. audio business to be sold, exclusive of any
gain realized on the sale.
(c) Represents historical OPTi Inc., net of audio business to be sold, exclusive
of any gain realized on the sale of the audio business.
<PAGE>
<TABLE>
<CAPTION>
OPTi Inc.
Unaudited Pro Forma
Condensed Balance Sheet
September 30, 1997
($, in thousands)
OPTi Net
OPTi Audio of Audio
Assets Assets
OPTi Inc. to be Sold to be Sold
--------- ----------- ----------
(a) (b) (c)
<S> <C> <C> <C>
Assets
- ---------
Cash and cash equivalents 55,835 13,875 69,710
Accounts, receivable, net 10,570 -- 10,570
Inventories 5,807 (825) 4,982
Other current assets 12,235 (450) 11,785
------- ------- --------
84,447 12,600 97,047
Property and equipment, net 12,947 (209) 12,738
Other assets 8,229 -- 8,229
------- ------- --------
Total Assets 105,623 12,391 118,014
======= ======= ========
Liabilities and equity
- ------------------------
Accounts payable 6,278 -- 6,278
Other current liabilities 4,849 -- 4,849
------- ------- --------
11,127 0 11,127
Long-term liabilities 3,771 -- 3,771
Shareholder's equity 90,725 12,391 103,116
------- ------- --------
Total liabilities and equity 105,623 12,391 118,014
======= ======= ========
</TABLE>
(a) Represents historical OPTi Inc. financial statements, including audio
business to be sold.
(b) Represents historical OPTi Inc. audio business to be sold, and initial cash
consideration received there from net of expenses incurred for transaction
costs of $125K and inventory writedown of $825K.
(c) Represents historical OPTi Inc., net of audio business to be sold, and cash
consideration there from.
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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 hereunto duly authorized.
OPTi INC.
(Registrant)
Date: January 23, 1998 By: /s/ David Zacarias
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David Zacarias
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Chief Operating/Financial Officer
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