SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
Form 10-K/A
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the Fiscal Year Ended March 29, 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: 0-22594
ALLIANCE SEMICONDUCTOR CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 77-0057842
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
3099 North First Street, San Jose, California 95134
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 383-4900
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 per share
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 than 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 in this form, 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/A
or any amendment to this Form 10-K/A. [ ]
<PAGE>
The aggregate market value of the Registrant's Common Stock held by
non-affiliates of Registrant as of June 20, 1997 was $193,471,512 based on the
closing sale price of such stock on the Nasdaq National Market.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed under Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by the court.
Yes X No
--- ---
As of June 20, 1997, there were 39,049,197 shares of Registrant's
Common Stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's definitive Proxy Statement for its 1997 Annual
Meeting of Stockholders (the "Proxy Statement") to be filed pursuant to
Regulation 14A of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, which is anticipated to be filed within 120
days after the end of Registrant's fiscal year ended March 29, 1997, are
incorporated by reference into Part III hereof.
<PAGE>
The undersigned Registrant hereby amends the Annual Report on Form 10-K
for the fiscal year ended March 29, 1997, that was filed by Registrant with the
Securities and Exchange Commission on June 27, 1997, as set forth below:
1. Amend the Index to Exhibits (pursuant to Item 14(a)(3)) to
include Exhibit 23.2.
2. Add Exhibit Number 23.2.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has
duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the
undersigned, thereunto duly authorized.
ALLIANCE SEMICONDUCTOR CORPORATION
By: /s/ N. Damodar Reddy Date: July 1, 1997
-----------------------------------
N. Damodar Reddy, Chairman
of the Board, Chief Executive
Officer and President
<PAGE>
<TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on behalf of the Registrant and in the capacities and on
the dates indicated.
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Principal Executive Officer:
/s/ N. DAMODAR REDDY Chairman of the Board, Chief Executive Officer
---------------------------------- and President. July 1, 1997
N. Damodar Reddy
Principal Financial Officer and
Principal Accounting Officer:
/s/ CHARLES ALVAREZ Vice President-Finance and Administration and
--------------------------------- Chief Financial Officer July 1, 1997
Charles Alvarez
Directors:
/s/ SANFORD L. KANE Director July 1, 1997
---------------------------------
Sanford L. Kane
/s/ JON B. MINNIS Director July 1, 1997
---------------------------------
Jon B. Minnis
/s/ C.N. REDDY Director July 1, 1997
---------------------------------
C.N. Reddy
/s/ N. DAMODAR REDDY Director July 1, 1997
---------------------------------
N. Damodar Reddy
</TABLE>
<PAGE>
<TABLE>
Item 14(a)(3):
INDEX TO EXHIBITS
<CAPTION>
Exhibit Number Documentation Description Page
-------------- ------------------------- ----
<S> <C> <C>
3.01 Registrant's Certificate of Incorporation (A)
3.02 Registrant's Certificate of Elimination of Series A Preferred Stock (A)
3.03 Registrant's Certificate of Amendment of Certificate of Incorporation (F)
3.04 Registrant's Bylaws (A)
4.01 Specimen of Common Stock Certificate of Registrant (A)
10.01+ Registrant's 1992 Stock Option Plan adopted by Registrant on April 7, 1992 and (K)
amended through September 19, 1996, and related documents
10.02+ Registrant's Directors Stock Option Plan adopted by Registrant on October 1, (A)
1993 and related documents
10.03+ Form of Indemnity Agreement used between Registrant and certain of its officers (A)
and directors
10.04+ Form of Indemnity Agreement used between the Registrant and certain of its (K)
officers
10.05* Foundry Production Agreement dated December 11, 1992, between United (A)
Microelectronics Corporation and Asian Specific Technology Ltd., as amended
10.06 Sales Representative, Distributor and Intermediary Agreement dated December 11, (A)
1992, between Registrant and Asian Specific Technology Ltd.
10.07 Sublease Agreement dated February 1994 between Registrant and Fujitsu America, (B)
Inc.
10.08 Net Lease Agreement dated February 1, 1994 between Registrant and Realtec (B)
Properties I L.P.
10.09* Subscription Agreement dated February 17, 1995, by and among Registrant, (C)
Singapore Technology Pte. Ltd. and Chartered Semiconductor Manufacturing Pte.
Ltd.
10.10* Manufacturing Agreement dated February 17, 1995, between Registrant and (C)
Chartered Semiconductor Manufacturing Pte. Ltd.
10.11 Supplemental Subscription Agreement dated March 15, 1995, by and among (D)
Registrant, Singapore Technology Pte. Ltd. and Chartered Semiconductor
Manufacturing Pte. Ltd.
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Documentation Description Page
-------------- ------------------------- ----
10.12* Supplemental Manufacturing Agreement dated March 15, 1995, between Registrant (D)
and Chartered Semiconductor Manufacturing Pte. Ltd.
10.13* Foundry Venture Agreement dated July 8, 1995, by and among Registrant, S3 (E)
Incorporated and United Microelectronics Corporation
10.14* Foundry Capacity Agreement dated July 8, 1995, by and among Registrant, Fabco, (E)
S3 Incorporated and United Microelectronics Corporation
10.15* Foundry Venture Agreement dated September 29, 1995, between Registrant and (F)
United Microelectronics Corporation
10.16* Foundry Capacity Agreement dated September 29, 1995, by and among Registrant, (F)
FabVen and United Microelectronics Corporation
10.17* Written Assurances Re: Foundry Venture Agreement dated September 29, 1995 by (F)
and among Registrant FabVen and United Microelectronics Corporation
10.18** Letter Agreement dated June 26, 1996 by and among Registrant, S3 Incorporated (G)
and United Microelectronics Corporation
10.19 Stock Purchase Agreement dated as of June 30, 1996 by and among Registrant, S3 (H)
Incorporated, United Microelectronics Corporation and United Semiconductor
Corporation
10.20** Amendment to FabCo Foundry Capacity Agreement dated as of July 3, 1996 by and (H)
among Registrant, S3 Incorporated, United Microelectronics Corporation and
United Semiconductor Corporation
10.21 Side Letter dated July 11, 1996 by and among Registrant, S3 Incorporated, (H)
United Microelectronics Corporation and United Semiconductor Corporation
10.22+ 1996 Employee Stock Purchase Plan (I)
10.23 Letter Agreement dated December 23, 1996 by and among Registrant, S3 (J)
Incorporated, United Microelectronics Corporation and United Semiconductor
Corporation
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Documentation Description Page
-------------- ------------------------- ----
10.24 Trademark License Agreement dated as of October 17, 1996 between Registrant and (K)
Alliance Semiconductor International Corporation, a Delaware corporation, as
amended through May 31, 1997
10.25 Restated Amendment to FabCo Foundry Venture Agreement dated as of February 28, (K)
1997 by and among Registrant, S3 Incorporated, United Microelectronics
Corporation and United Semiconductor Corporation
10.26 Letter Agreement dated April 25, 1997 by and among
Registrant, S3 Incorporated, (K) United
Microelectronics Corporation and United Semiconductor
Corporation
10.27** Restated DRAM Agreement dated as of February 28, 1996 between Registrant and (K)
Untied Microelectronics Corporation
10.28** First Amendment to Restated DRAM Agreement dated as of March 26, 1996 between (K)
Registrant and United Microelectronics Corporation
10.29** Second Amendment to Restated DRAM Agreement dated as of July 10, 1996 between (K)
Registrant and United Microelectronics Corporation
10.30 Promissory Note and Security Agreement dated March 28, 1997 between Registrant (K)
and Matrix Funding Corporation
10.31 Letter Agreement dated June 23, 1997 between Registrant and United (K)
Microelectronics Corporation
11.01 Statement Re: Computation of Earnings Per Share (K)
21.01 Subsidiaries of Registrant (K)
23.01 Consent of Price Waterhouse LLP (San Jose, California) (K)
23.02 Consent of Price Waterhouse LLP (Hsinchu, Taiwan) (K)
27.01 Financial Data Schedule (K)
<PAGE>
<FN>
------------
+ Management contract or compensatory plan or
arrangement required to be filed as
an Exhibit to this Form 10-K.
* Confidential treatment has been granted with respect
to certain portions of this document.
** Confidential treatment has been requested with respect
to certain portions of this document.
(A) The document referred to is hereby incorporated by
reference from Registrant's Registration Statement on
Form SB-2 (File No. 33-69956-LA) declared effective by
the Commission on November 30, 1993.
(B) The document referred to is hereby incorporated by
reference from Registrant's Annual Report of Form
10-KSB filed with the Commission on June 29, 1994.
(C) The document referred to is hereby incorporated by
reference from Registrant's Registration Statement on
Form SB-2 (File No. 33-90346-LA) declared effective by
the Commission on March 28, 1995.
(D) The document referred to is hereby incorporated by
reference from Registrant's Annual Report on Form
10-KSB filed with the Commission on June 30, 1995.
(E) The document referred to is hereby incorporated by
reference from Registrant's Quarterly Report on Form
10-Q filed with the Commission on August 14, 1995.
(F) The document referred to is hereby incorporated by
reference from Registrant's Quarterly Report on Form
10-Q (File No. 0-22594) filed with the Commission on
November 14, 1995.
(G) The document referred to is hereby incorporated by
reference from Registrant's Quarterly Report on Form
10-Q (File No. 0-22594) filed with the Commission on
August 13, 1996.
(H) The document referred to is hereby incorporated by
reference from Registrant's Quarterly Report on Form
10-Q (File No. 0-22594) filed with the Commission on
November 12, 1996.
(I) The document referred to is hereby incorporated by
reference from Registrant's Registration Statement on
Form S-8 (File No. 333-13461) filed with the
Commission on October 4, 1996.
(J) The document referred to is hereby incorporated by
reference from Registrant's Quarterly Report on Form
10-Q (File No. 0-22594) filed with the Commission on
February 11, 1997.
<PAGE>
(K) The document referred to is filed herewith.
</FN>
</TABLE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (No. 33-98402, No. 33-74830 and No. 333-13461) of
Alliance Semiconductor Corporation of our report dated January 24, 1997
appearing in this Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
Hsinchu, Taiwan R.O.C.
June 23, 1997
