ALLIANCE SEMICONDUCTOR CORP/DE/
8-K, 1998-04-23
SEMICONDUCTORS & RELATED DEVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                          ---------------------------

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): April 8, 1998

                       ALLIANCE SEMICONDUCTOR CORPORATION
             (Exact name of Registrant as specified in its charter)

          Delaware                        0-22594                77-0057842
(State or other jurisdiction of         (Commission          (I.R.S. Employer
        incorporation)                  File Number)         Identification No.)


       3099 North First Street, San Jose, California            95134-2006
        (Address of principal executive offices)                (Zip Code)

       Registrant's telephone number, including area code: (408) 383-4900

                          ---------------------------


Item 2. Acquisition or Disposition of Assets


         As  previously  reported on the  Registrant's  Current  Report Form 8-K
filed on March 19, 1998, the text of which is hereby  incorporated by reference,
the  Registrant  entered  into an agreement on March 4, 1998 for the sale by the
Registrant of 35 million shares (the "Shares") of stock of United  Semiconductor
Corporation ("USC"), for a purchase price of 1.05 billion New Taiwan Dollars. On
April 8, 1998, the Registrant received US$31.8 million,  reflecting the purchase
price net of a 0.3%  Taiwan  government  fee,  converted  at a rate of 33.04 New
Taiwan  Dollars  per 1 U.S.  dollar.  The Shares  were  purchased  by Hsun Chieh
Investment  Corporation,  which Registrant believes to be an affiliate of United
Microelectronics  Corporation ("UMC"). As previously reported,  UMC and USC each
manufacture  for  the  Registrant  a  significant  portion  of the  Registrant's
products;  the  Registrant  has  invested a  significant  portion of its assets,
together with UMC and other companies, in foundry joint ventures (USC and United
Silicon,  Inc.  ("USC"));  and directors and officers of both the Registrant and
UMC are directors and/or supervisors of USC and USI.


<PAGE>

Item 7. Financial Statements and Exhibits

        (a)   Financial statements of businesses acquired.

              Not applicable.

        (b)   Pro forma financial information.

              Not applicable.

        (c)   Exhibits.

              10.1*   Sale and Transfer Agreement dated as of March 4, 1998 (A).

              *       Confidential treatment has been requested for a portion of
                      this  document.  Confidential  portions  omitted have been
                      filed   separately   with  the   Securities  and  Exchange
                      Commission.

              (A)     The  document  referred  to  is  hereby   incorporated  by
                      reference  from the Company's  Current  Report on Form 8-K
                      filed with the Securities and Exchange Commission on March
                      19, 1998.



                                   SIGNATURE



        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.



                            ALLIANCE SEMICONDUCTOR CORPORATION


Dated: April 23, 1998       By:   /s/ Charles Alvarez
                                  ---------------------------------------------
                                  Charles Alvarez, Vice President - Finance and 
                                  Administration, and Chief Financial Officer


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