<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KA
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
[NO FEE REQUIRED]
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
[NO FEE REQUIRED]
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 of (I.R.S. employer
incorporation or organization) identification no.)
2201 LAURELWOOD ROAD
SANTA CLARA, CALIFORNIA 95054
(Address of principal executive offices)
(408) 988-8000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.01 PAR VALUE
(Title of Class)
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 voting stock held by nonaffiliates is
$55,770,000, based upon the closing price for the registrant's Common Stock
on April 30, 1998 ($28.65625).
The number of shares of the registrant's Common Stock, $0.01 par value,
outstanding at April 30, 1998 was 9,959,680.
DOCUMENTS INCORPORATED BY REFERENCE--None.
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PART III
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In March 1998, Mr. Kulle resigned as President, Chief Executive Officer
and a director of the Company. Pursuant to an agreement among him, the
Company and Vishay, Mr. Kulle received payments aggregating $1,647,173 in
March and April 1998. In March 1999 and March 2000, he will receive payments
of $500,000 and $779,603, respectively, plus interest at 6% per annum on such
amounts from March 1998 to the payment date. Of the foregoing payments, the
amount of $1,279,603 was paid to Mr. Kulle in consideration of a
non-competition and non-solicitation agreement, pursuant to which Mr. Kulle
agreed that for a period expiring in March 2000, he will not provide services
in any capacity to any person or entity that competes, directly or
indirectly, with the Company's March 1998 product line. There are some
exceptions to these restrictions, however, primarily that Mr. Kulle will have
the right to, directly or indirectly as an officer, director, employee,
consultant or in any other capacity with any person or entity, assemble,
test, develop and manufacture any products, and to assemble, test and
manufacture for other persons or entities, products that compete with the
Company's March 1998 product line, provided that Mr. Kulle or such person or
entity with which Mr. Kulle is affiliated does not market and sell any
product which competes with the Company's March 1998 product line directly to
the market (OEM customers) or to distributors.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
3. EXHIBITS
10.22 $5,000,000 Promissory Note Dated April 13, 1998 Payable by the
Company to VSH Holdings, Inc.
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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.
Dated: May 11, 1998
SILICONIX INCORPORATED
By:/s/King Owyang
------------------------------
King Owyang
President and Chief Executive Officer
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Principal Executive Officer
/s/King Owyang President and Chief Executive
- -------------------------- Officer May 11, 1998
King Owyang
Principal Financial and Accounting Officer
/s/Jens Meyerhoff Senior Director and Corporate
- ------------------------- Controller May 11, 1998
Jens Meyerhoff
/s/Everett Arndt Director May 11, 1998
- ------------------------
Everett Arndt
/s/Lori Lipcaman Director May 11, 1998
- ------------------------
Lori Lipcaman
Director May __, 1998
- ------------------------
Glyndwr Smith
</TABLE>
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INDEX TO EXHIBITS
Exhibit
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10.22 $5,000,000 Promissory Note Dated April 13, 1998 Payable by the
Company to VSH Holdings, Inc.
