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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25 ----------------
SEC FILE NUMBER
NOTIFICATION OF LATE FILING 0-3698
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CUSIP NUMBER
827079 20 3
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(CHECK ONE): / /Form 10-K / /Form 20-F / /Form 11-K /X/Form 10-Q / /Form N-SAR
For Period Ended: March 29, 1998
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/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For the Transition Period Ended:
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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Siliconix incorporated
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Full Name of Registrant
N/A
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Former Name if Applicable
2201 Laurelwood Road
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Address of Principal Executive Office (Street and Number)
Santa Clara, CA 95054
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
/X/ will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
See Attachment 1
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6/94)
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
David Achterkirchen (408) 567-8100
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13
or 15(d) of the Securities Exchange Act of 1934 or Section 30
of the Investment Company Act of 1940 during the preceding 12 YES
months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no,
identify report(s).
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(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal YES
year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
See Attachment 2
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Siliconix incorporated
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date May 13, 1998 By /s/ King Owyang
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King Owyang, President and
CEO
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
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ATTACHMENT 1
On March 2, 1998, Vishay Intertechnology, Inc. acquired 80.4% of the
outstanding Common Stock of the registrant from a subsidiary of Daimler Benz
AG in a private transaction. The acquisition created a number of complicated
accounting issues for the registrant, the most significant of which was a
pre-tax restructuring charge of $19.8 million taken by the registrant. The
restructuring charge included a reduction in selling, marketing and
administration expenses, as well as provisions for certain assets and lease
cancellations in relation to severance expense incurred subsequent to the
acquisition of the majority interest in the registrant by Vishay. Resolution
of these issues delayed the press release announcing the results for the
first quarter ended March 29, 1998 from the expected date of approximately
April 9, 1998 to May 7, 1998. Resolution of these issues has also made it
impossible to file the Form 10-Q for the quarter ended March 29, 1998 within
the prescribed time period without unreasonable effort and expense.
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ATTACHMENT 2
A weakness in bookings in the fourth quarter of 1997 and continuing into
1998 resulted in sales of $65.3 million for the first quarter ended March 29,
1998, compared to $70.2 million for the first quarter of the previous year.
In addition, research and development expenses increased by $900,000 over the
first quarter of last year and selling, marketing and administration expenses
increased by $2.8 million for the quarter; however, spending for SM&A
declined by $3.1 million over the fourth quarter of 1997 as part of a strong
cost reduction effort which will become fully effective in the following
quarters, resulting in an expected overall reduction of approximately $10
million per year over the run rate in the first quarter. This reduction in
selling, marketing and administration expenses is part of the restructuring
charge referred to in Attachment 1.
As a result of the foregoing factors, the registrant had a net loss for
the first quarter of 1998 of $11.4 million, or $1.14 per share, compared to
net income of $6.9 million, or $0.70 per share, in the first quarter of 1997.
The information in this Attachment 2 was made public by the registrant
in a press release issued on May 7, 1998.
