SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 27, 1998
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 Number 0-3698
SILICONIX INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 94-1527868
(State or other jurisdiction (I.R.S. Employer
of incorporation Identification No.)
or organization)
2201 Laurelwood Road, Santa Clara, California 95054
(Address of principal executive offices)
Registrant's telephone number including area code (408) 988-8000
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 the number of shares outstanding of each of the registrant's
classes of common stock:
COMMON STOCK, $0.01 PAR VALUE -- 9,959,680 outstanding shares as of
November 10, 1998.
<PAGE>
SILICONIX INCORPORATED
TABLE OF CONTENTS TO FORM 10-Q
Part I. Financial Information Page No.
Item 1 Financial Statements
Consolidated statements of operations for the
three and nine months ended September 27, 1998
and September 28, 1997 3
Consolidated balance sheets as
of September 27, 1998 and December 31, 1997 4
Consolidated statements of cash flows for the nine months
ended September 27, 1998 and September 28, 1997 5
Notes to consolidated financial statements 6
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Part II. Other Information
Item 6 Exhibits and Reports on Form 8-K 12
Signature 13
2
<PAGE>
<TABLE>
<CAPTION>
SILICONIX INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
- ------------------------------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 27, September 28, September 27, September 28,
(In thousands, except per share amounts) 1998 1997 1998 1997
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net sales $ 70,118 $ 80,960 $ 205,739 $ 231,196
Cost of sales 45,126 48,848 134,545 141,779
----------------------------------------------------------------------------
Gross profit 24,992 32,112 71,194 89,417
Operating expenses:
Research and development 3,972 4,026 12,832 12,549
Selling, marketing, and administration 13,202 16,748 42,993 45,546
Amortization of goodwill 126 - 229 -
Restructuring - - 19,751 -
----------------------------------------------------------------------------
Operating income (loss) 7,692 11,338 (4,611) 31,322
Interest expense (1,090) (590) (2,372) (1,750)
Other income (expense) - net (580) (12) (1,662) 7
----------------------------------------------------------------------------
Income (loss) before taxes and minority interest 6,022 10,736 (8,645) 29,579
Income taxes (2,087) (2,362) 3,066 (6,232)
Minority interest in income of consolidated subsidiary (56) - (114) -
----------------------------------------------------------------------------
Net income (loss) $ 3,879 $ 8,374 $ (5,693) $ 23,347
============================================================================
Net income (loss) per share (basic and diluted) $ 0.39 $ 0.84 $ (0.57) $ 2.34
============================================================================
Shares used to compute earnings per share 9,960 9,960 9,960 9,960
============================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
SILICONIX INCORPORATED
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
September 27, December 31,
(In thousands) 1998 1997
-------------------------------------------------------------------------------------------------------
Assets
-------------------------------------------------------------------------------------------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 27,977 $ 10,249
Short term investment with affiliate - 8,586
Accounts receivable, less allowances 38,504 52,310
Accounts receivable from affiliates 8,933 8,247
Inventories 49,325 42,356
Other current assets 8,421 11,592
Deferred income taxes 10,865 6,481
------------------------------------
Total current assets 144,025 139,821
------------------------------------
Property, plant, and equipment, at cost:
Land 1,576 1,174
Buildings and improvements 46,517 45,724
Machinery and equipment 257,238 221,014
------------------------------------
305,331 267,912
Less accumulated depreciation 159,557 141,514
------------------------------------
Net property, plant, and equipment 145,774 126,398
Goodwill 8,934 -
Other assets 3,173 15,290
------------------------------------
Total assets $ 301,906 $ 281,509
====================================
Liabilities and Shareholders' Equity
-------------------------------------------------------------------------------------------------------
Current liabilities:
Accounts payable $ 17,938 $ 31,421
Accounts payable to affiliates 22,105 11,334
Accrued payroll and related compensation 10,815 13,970
Accrued liabilities 44,941 32,877
------------------------------------
Total current liabilities 95,799 89,602
Long-term related party debt 55,570 34,570
Long-term debt, less current portion 1,025 3,887
Deferred income taxes 2,603 3,900
Minority interest 3,115 -
------------------------------------
Total liabilities 158,112 131,959
------------------------------------
Shareholders' equity:
Common stock 100 100
Additional paid-in-capital 59,536 59,482
Retained earnings 84,855 90,547
Accumulated other comprehensive income (697) (579)
------------------------------------
Total shareholders' equity 143,794 149,550
------------------------------------
Total liabilities and shareholders' equity $ 301,906 $ 281,509
====================================
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
SILICONIX INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
----------------------------------------------------------------------------------------------------------------------
Nine Months Ended
September 27, September 28,
(In thousands) 1998 1997
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (5,693) $ 23,347
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization 19,607 16,676
Deferred income taxes (5,681) 1,000
Undistributed earnings from joint venture (970) (2,265)
Payment of pension benefits (96) (1,394)
Restructuring 12,530 -
Other non-cash expenses 351 481
Changes in assets and liabilities, net of acquisitions
Accounts receivable 19,641 (5,438)
Accounts receivable from affiliates (802) (1,791)
Inventories (5,636) (5,822)
Other assets 1,344 (8,326)
Minority interest 115
Accounts payable (13,808) 4,036
Accounts payable to affiliates 10,800 (1,240)
Accrued liabilities (1,954) 2,707
--------------------------------------
Net cash provided by operating activities 29,748 21,971
--------------------------------------
Cash flows from investing activities:
Purchase of property, plant, and equipment (23,581) (24,610)
Cash acquired from purchase of business 977 -
Short term investment with affiliate 8,586 6,092
(Purchase) sale of other assets 111 (3,750)
--------------------------------------
Net cash used by investing activities (13,907) (22,268)
--------------------------------------
Cash flows from financing activities:
Repayment of debt (3,117) (999)
Proceeds from related party debt 5,000 -
--------------------------------------
Net cash provided (used) by financing activities 1,883 (999)
--------------------------------------
Effect of exchange rate changes on
cash and cash equivalents 4 (328)
--------------------------------------
Net increase (decrease) in cash and cash equivalents 17,728 (1,624)
Cash and cash equivalents:
Beginning of period 10,249 12,201
--------------------------------------
End of period $ 27,977 $ 10,577
======================================
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
SILICONIX INCORPORATED
Notes to Consolidated Financial Statements
(Unaudited)
Note 1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.
In the opinion of the management of the Company, the consolidated
financial statements appearing herein contain all adjustments (consisting only
of normal recurring accruals) necessary for a fair presentation of the results
for, and as of the end of, the periods indicated therein. These statements
should be read in conjunction with the Company's December 31, 1997 consolidated
financial statements and notes thereto. The results of operations for the first
nine months of 1998 are not necessarily indicative of the results to be expected
for the full year.
Note 2. Inventories
The components of inventory consist of the following:
September 27, December 31,
1998 1997
------------- -------------
(In thousands)
Finished goods $ 8,470 $ 11,758
Work-in-process 36,294 26,432
Raw materials 4,561 4,166
--------- ----------
$ 49,325 $ 42,356
--------- ----------
Note 3. Restructuring Expense
The Company incurred a pre-tax restructuring charge of $19.8 million
relating to the acquisition on March 2, 1998 of 80.4% interest in the Company by
Vishay Intertechnology Inc. ("Vishay") of Malvern, Pennsylvania. Of the total,
approximately $10.5 million relates to employee termination costs covering
approximately five key executives and 70 technical, production, and
administrative employees. The remaining $9.3 million of restructuring expense
relates to provisions for certain assets, contract cancellations, and other
expenses. As of September 27, 1998, 47 employees have been terminated and $6.3
million of the termination costs were paid. Additionally, $4.0 million has been
charged against the restructuring liability for the write-down of certain assets
and other expenses. Restructuring costs of $9.5 million are included in accrued
liabilities as of September 27, 1998.
The Company borrowed $14.3 million from Vishay during 1998 of which
$10.0 was used to fund part of the restructuring costs. During the third quarter
of 1998, $9.3 million was paid back to Vishay.
6
<PAGE>
Note 4. Contingencies
The Company is party to two environmental proceedings. The first
involves property that the Company vacated in 1972. The California Regional
Water Quality Board ("RWQCB") issued a cleanup and abatement order to both the
Company and the current owner of the property. The Company subsequently reached
a settlement of this matter with the current owner in which the current owner
indemnifies the Company against any liability that may arise out of any
governmental agency actions brought for environmental cleanup of the site,
including liability arising out of the current cleanup and abatement order. The
second proceeding involves the Company's current facility in Santa Clara. The
RWQCB issued a clean up and abatement order based on the discovery of
contamination of both the soil and the groundwater on the property by certain
chemical solvents. The Company is currently engaged in certain remedial action
and has accrued $750,000 as its best estimate of future costs related to this
matter.
In management's opinion, based on discussion with legal counsel and
other considerations, the ultimate resolution of the above-mentioned matters
will not have a material adverse effect on the Company's consolidated financial
condition or results of operations.
The Company is engaged in discussions with various parties regarding
patent licensing and cross patent licensing issues. In the opinion of
management, the outcome of these discussions will not have a material adverse
effect on the Company's consolidated financial condition or overall trends in
the results of operations.
Note 5. Recently Issued Accounting Pronouncements
As of January 1, 1998, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income". SFAS
No. 130 establishes rules for the reporting and presentation of comprehensive
income and its components. SFAS No. 130 requires accumulated translation
adjustments to be included in other comprehensive income. The accumulated
translation adjustments as of December 31, 1997 have been reclassified to
conform to the requirements of SFAS No. 130. The adoption of SFAS No. 130 did
not impact the Company's net income or total stockholders' equity. For the nine
months ended September 27, 1998 and September 28, 1997, total comprehensive
income (loss) amounted to $(5,811,000) and $23,214,000, respectively.
Note 6. Acquisition of additional interest in Joint Venture
On April 1, 1998, Vishay acquired for $16,000,000 a 40% interest in
Simconix, a back-end manufacturing facility in Shanghai, China. This interest
was transferred to Siliconix, which had a 50% interest in Simconix dating from
1993. The Company previously reported their interest in the Simconix joint
venture under the Equity Method of accounting. The acquisition is now reported
under the Purchase Method of accounting, and the operating results of Simconix
are included in the consolidated financial statements of the Company as of April
1, 1998. As a result of the purchase, the Company recorded goodwill of
$9,163,000. The goodwill will be amortized over 20 years.
7
<PAGE>
Note 7. Supplemental Cash Flow Information
The following is the effect of the non-cash transactions relating to
the purchase of Simconix.
<TABLE>
<CAPTION>
<S> <C> <C>
(In thousands) September 27, 1998 September 28,1997
Net non-cash assets acquired
by related party $ 15,023 -
Investment in joint venture
converting to consolidated subsidiary 11,872 -
Long-term related party loan related
to non-cash assets acquired 16,000 -
</TABLE>
The Company repaid floating rate notes with a principal balance of
$3,117,000 and accrued interest of $143,187 on August 28, 1998. Interest on the
notes were based on the London interbank rate, and was due annually on December
1. The floating rate notes were originally issued on December 10, 1990, with a
maturity date of December 10, 2005.
Note 8. CHANGE OF ACCOUNTANTS
Effective July 31, 1998, the Board of Directors of the Company selected
Ernst & Young LLP to replace KPMG Peat Marwick LLP ("KPMG") as the Company's
independent accountant. KPMG's audit reports on the Company's financial
statements for the fiscal years ended December 31, 1997 and 1996 did not contain
an adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles. Furthermore, during
fiscal 1996 and 1997 and the subsequent interim period preceding the replacement
of KPMG there were no disagreements between the Company and KPMG on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedures.
8
<PAGE>
Item 2.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Overview
Siliconix designs, markets, and manufactures power and analog
semiconductor products. The Company focuses on technologies and products for the
computer, data storage, communications, and automotive markets. The Company is
organized into three business units: Power MOSFET, Power IC, and Signal
Processing. Power MOSFET is the producer of low-voltage, surface-mount Power
MOSFET products primarily used for the communication, computer, and automotive
markets. Power IC focuses on Power Integrated Circuits used in communication and
data storage applications. Signal Processing manufactures a wide array of
commodity products such as Analog Switches, Low Power MOSFETS, and JFETs for
industrial and consumer markets.
With 1997 worldwide sales of $321.6 million, the Company's facilities
include Class 1, six-inch wafer fabs dedicated to the manufacture of power
products in Santa Clara, California and Itzehoe, Germany. Analog switches and
multiplexers are fabricated in the Company's four-inch wafer fab in Santa Clara.
A subcontractor in Beijing, China manufactures small signal transistors.
Assembly and test facilities include Company-owned facilities in Taiwan and
Shanghai, China, as well as subcontractors in the Philippines, India and Taiwan.
For the past four years, Siliconix has been a member of TEMIC
Semiconductors, a unit of the Daimler-Benz microelectronics consortium. In
December 1997, Daimler-Benz announced it had agreed to sell the Semiconductor
Division of TEMIC, which included its 80.4% interest in Siliconix, to Vishay
Intertechnology, Inc. ("Vishay") of Malvern, Pennsylvania. The acquisition was
completed on March 2, 1998, and on that date, Vishay became the Company's
largest shareholder.
Vishay, a Fortune 1000 company with 1997 revenues of $1.1 billion, is
the largest U.S. and European manufacturer of passive electronic components
(resistors, capacitors, and inductors) and a producer of discrete
semiconductors. These components are vital to the operation of everything
electronic and can be found in products manufactured in a broad range of
industries worldwide. With headquarters in Malvern, Pennsylvania, Vishay employs
over 20,000 people in 60 facilities in the U.S., Mexico, Germany, Austria, the
United Kingdom, France, Portugal, the Czech Republic, Israel, Japan, Taiwan
(R.O.C.), China, and the Philippines.
Results of Operations
Revenues for the third quarter of 1998 were $70.1 million, compared
with $81.0 million in the third quarter of 1997 and $70.4 million for the second
quarter of 1998. The decline from the third quarter of 1997 of 13% was driven
primarily by weaker bookings, which began during the end of the fourth quarter
of 1997, and persisted throughout the first half of 1998. The Company believes
that the major reasons for the decline in bookings were initiated by high
inventory levels of its commodity products at its customers and distributors,
followed by an overall worldwide decline in demand for semiconductors. In the
third quarter, we continued to focus on our major markets by introducing the
first products in our new LITTLE FOOT PLUS (trademark) family. These are a
combination of a power MOSFET and a Schottky diode that are optimized for
specific applications in notebook computers and cellular telephones. We also
introduced the industry's first power MOSFET rated at 1.8 volts, also for
notebook computer and cellular telephone applications. In addition, we
introduced the first product in our new family of 200-volt rated MOSFETs,
targeted at the wired telecommunications market.
9
<PAGE>
Sales of Power IC products decreased 19% from the second quarter of
1998, while sales of the Power MOSFET increased 2%. Sales of the Signal
Processing product line increased by 8%. In comparison to sales for the same
quarter in 1997, the Power MOSFET and Signal Processing product lines decreased
by 12% and 31% respectively; Power IC sales increased by 17% from the prior
year. Asia Pacific experienced a 34% revenue increase compared to the third
quarter of 1997. Revenues in North America, Europe, and Japan declined by 36%,
29%, and 22%, respectively, from the third quarter of 1997.
Gross profit of 36% for the third quarter of 1998 declined by 4% in
comparison to the third quarter of 1997. The decrease in margin is primarily a
result of the substantial price pressures worldwide, especially in Japan, along
with under-utilization of existing manufacturing capacity due to a decline in
demand. After experiencing significant front-end manufacturing capacity
shortages during 1997, the Company executed its strategy of increasing capacity.
A new 6-inch wafer fabrication facility was started in Itzehoe, Germany, and the
capacity of the existing Santa Clara site was increased. However, this capacity
was increased just as the worldwide slowdown in semiconductor demand impacted
the Company. The net effect of the overall decrease in demand and resulting
increased depreciation and other capacity related fixed costs has had a
significant adverse impact on gross margins. While the increased capacity is
causing pressure on gross margins in the short-term, management believes that
the Company is now well positioned to respond to customer needs when the
slowdown in the semiconductor market subsides.
Research and development expenses were flat at $4.0 million for the
third quarter of 1998 and 1997. However, faster time to market due to increased
throughput of research and development wafers will allow the Company to release
more new products in 1998 compared to 1997.
Selling, marketing, and administration expenses were reduced to $13.2
million for the third quarter of 1998 from $16.7 million for the same quarter of
1997. Due to cost reduction programs implemented in the first quarter of 1998,
spending for selling, marketing, and administration expenses declined by $3.5
million compared to the third quarter of 1997. Even in light of lower revenues,
these expenses declined from 20.7% of revenue in the third quarter of 1997 to
18.8% of revenue for the third quarter of 1998, reflecting the successful
implementation of the restructuring plan.
The Company incurred a pre-tax restructuring charge of $19.8 million in
the first quarter of 1998. See Note 3 of Notes to Consolidated Financial
Statements for additional details.
Restructuring costs of $9.5 million are included in accrued liabilities
as of September 27, 1998. When fully implemented, the restructuring plan is
expected to reduce the Company's operating costs by approximately $10.0 million
per year. In 1998, the Company borrowed $10.0 million from Vishay to fund part
of these restructuring costs.
Income tax expense for the third quarter of 1998 decreased by 11.6%
from the same quarter of 1997 due to the decrease in earnings before taxes.
Liquidity and Capital Resources
Cash and cash equivalents and short-term investment with affiliate
increased by $17.7 million from December 31, 1997. The consolidation of Simconix
accounted for $9.1 million of the increase in the cash balance. In 1998, the
Company borrowed $30.3 million from Vishay to fund a portion of the
restructuring costs, capital investments as well as the acquisition of Simconix.
The Company repaid $9.3 million of the $30.3 million loan during the third
quarter of 1998. Management expects that 1998 cash flow from operations and
existing lines of credit with Vishay will be sufficient to meet its normal
operating requirements and to fund its research and development, capital, and
restructuring expenditures.
Accounts receivable decreased by $13.8 million or 26.4% from December
31, 1997 primarily due to the decrease in revenues. Revenues for the third
quarter of 1998 were $70.1 million, compared with $90.4 million for the fourth
quarter of 1997.
Net affiliate accounts receivable/payable increased by $10.1 million
from December 31, 1997 mainly due to the timing of cash received from
unconsolidated affiliates.
10
<PAGE>
Inventories increased by $7.0 million or 16.4% from December 31, 1997
due to the addition of manufacturing capacity, including the fabrication
facility in Itzehoe, Germany.
Capital expenditures were $23.6 million in the first nine months of
1998, compared to $24.6 million in the first nine months of 1997. The
expenditures were related to the capacity expansion program for the new
technology products initiated in 1997. Driven by the overall market conditions
and reduced growth expectations for 1998, the Company decided during the second
quarter to delay further capacity expansion. However, based on recent market
development the Company expects capital expenditures to be flat over 1997.
On April 1, 1998, Vishay acquired for $16.0 million an additional 40%
interest in Simconix, a back-end manufacturing facility in Shanghai, China. The
total interest of ownership of Simconix by the Company is 90%. See Note 6 of
Notes to Consolidated Financial Statements for additional details.
Current liabilities increased by $6.2 million or 7% from December 31,
1997 mainly due to the restructuring costs relating to the Vishay acquisition.
As of September 27, 1998, $9.5 million of restructuring costs are included in
accrued liabilities.
Many computer systems and applications experience problems handling
dates beyond the year 1999 and will need to be modified before the year 2000 in
order to remain functional. As for many other companies, the year 2000 computer
issue poses a potential risk for the Company both as a user of information
systems in the operation of its business and as a supplier of computer systems
and related software, including operating system software to customers.
The Company has completed an assessment of its core business
information systems, many of which are provided by outside suppliers, for year
2000 readiness and is extending that review to include a wide variety of other
information systems and related business processes used in its operations. The
Company plans to have changes to critical systems implemented by the first
quarter of calendar 1999. Although its assessment is ongoing, the Company
currently beleives that resolving these matters will not have a material adverse
effect on its financial condition or results of operations.
The Company is also assessing the possible effect on its operations of
the year 2000 readiness of critical suppliers of products and services. The
Company's reliance on its key suppliers, and therefore on the proper functioning
of their information systems and software, is increasing, and there can be no
assurance that another company's failure to address year 2000 issues could not
have an adverse effect on the Company.
The Company is currently in the process of estimating its year 2000
project costs as part of its annual budget process. The Company believes that it
is unlikely to experience a material adverse impact on its financial condition
or results of operations due to year 2000 compliance issues. However, since the
assessment process is ongoing, year 2000 complications are not fully known, and
potential liability issues are not clear, the full potential impact of the year
2000 on the Company is not known at this time.
SAFE HARBOR STATEMENT
"Safe Harbor" Statement under the Private Securities Litigation Reform
Act of 1995: With the exception of historical information, the matters discussed
in this Form 10-Q are forward-looking statements that involve risks and
uncertainties including, but not limited to, economic conditions, product demand
and industry capacity, competitive products and pricing, manufacturing
efficiencies, new product development, availability of raw materials and
critical manufacturing equipment, the regulatory and trade environment, and
other risks indicated in filings with the Securities and Exchange Commission.
11
<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The registrant's Annual Meeting of Stockholders was held
on September 10, 1998.
(b) Not applicable.
(c) There were two matters voted on at the Meeting. A brief
description of each of these matters, and the results of the
votes thereon, are as follows:
1. Election of Directors
Nominee For Abstain
------- --- -------
Owyang 9,766,317 58,942
Arndt 9,764,100 61,159
Lipcaman 9,764,100 61,159
Smith 9,764,215 61,044
2. Ratification of the appointment of Ernst & Young LLP
as the registrant's auditors for the fiscal year
ending December 31, 1998
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Broker
For Against Abstain Nonvotes
--- ------- ------- --------
9,815,924 4,231 3,104 -0-
</TABLE>
(d) Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Not applicable.
(b) There was one report on Form 8-K filed during the quarter ended
September 27, 1998. The only item reported was Item 4--Changes in Registrant's
Certifying Accountant. No financial statements were filed.
The date of this report is July 31, 1998.
The following exhibits are filed herewith:
27 Financial Data Schedule
12
<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.
SILICONIX INCORPORATED
Date: November 11, 1998 By: /s/King Owyang
--------------
King Owyang
President and Chief Executive Officer
By: /s/Jens Meyerhoff
------------------
Jens Meyerhoff
Chief Financial Officier
13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-27-1998
<CASH> 27,977
<SECURITIES> 0
<RECEIVABLES> 51,541
<ALLOWANCES> 13,037
<INVENTORY> 49,325
<CURRENT-ASSETS> 144,025
<PP&E> 305,331
<DEPRECIATION> 159,557
<TOTAL-ASSETS> 301,906
<CURRENT-LIABILITIES> 95,799
<BONDS> 0
0
0
<COMMON> 100
<OTHER-SE> 143,694
<TOTAL-LIABILITY-AND-EQUITY> 301,906
<SALES> 205,739
<TOTAL-REVENUES> 205,739
<CGS> 134,545
<TOTAL-COSTS> 134,545
<OTHER-EXPENSES> 77,467
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,372
<INCOME-PRETAX> (8,645)
<INCOME-TAX> 3,066
<INCOME-CONTINUING> (5,693)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,693)
<EPS-PRIMARY> (0.57)
<EPS-DILUTED> (0.57)
</TABLE>
