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 28, 1998
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 (I.R.S. Employer
incorporation or 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, par value $0.01
(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 in this form, and no disclosure will 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 of this Form 10-K/A. [ ]
The aggregate market value of Registrant's Common Stock held by
non-affiliates of Registrant as of June 18, 1998 was approximately $144.9
million 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:
<PAGE>
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 18, 1998, there were 41,389,842 shares of Registrant's Common
Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
No documents are incorporated by reference into this Form 10-K/A. As
indicated on Registrant's Annual Report on Form 10-K for the fiscal year ended
March 28, 1998, that was filed by Registrant with the Securities and Exchange
Commission on June 26, 1998 (the "Form 10-K"), Registrant's Proxy Statement (as
defined in the Form 10-K) is incorporated by reference into the Form 10-K.
<PAGE>
The undersigned Registrant hereby amends the Annual Report on Form 10-K for
the fiscal year ended March 28, 1998, that was filed by Registrant with the
Securities and Exchange Commission on June 26, 1998, as set forth below:
1. Amend Exhibit 27.01 (Financial Data Schedule).
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
ALLIANCE SEMICONDUCTOR CORPORATION
By: /s/ N. DAMODAR REDDY Date: June 29, 1998
---------------------------------
N. Damodar Reddy, Chairman
of the Board, Chief Executive
Officer and President
<PAGE>
<TABLE>
Pursuant to 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>
Name Title Date
- ---- ----- ----
<S> <C> <C>
Principal Executive Officer:
/s/ N. DAMODAR REDDY Chairman of the Board, Chief June 29, 1998
- -------------------------------------- Executive Officer and President
N. Damodar Reddy
Principal Financial Officer and
Principal Accounting Officer:
/s/ N. DAMODAR REDDY Chief Financial Officer June 29, 1998
- --------------------------------------
N. Damodar Reddy
Directors:
/s/ SANFORD L. KANE Director June 29, 1998
- --------------------------------------
Sanford L. Kane
/s/ JON B. MINNIS Director June 29, 1998
- --------------------------------------
Jon B. Minnis
/s/ C.N. REDDY Director June 29, 1998
- --------------------------------------
C. N. Reddy
/s/ N.DAMODAR REDDY Director June 29, 1998
- --------------------------------------
N. Damodar Reddy
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
REGISTRANT'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR
ENDED MARCH 28, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-28-1998
<PERIOD-START> MAR-30-1997
<PERIOD-END> MAR-28-1998
<CASH> 3,010
<SECURITIES> 6,512
<RECEIVABLES> 17,726
<ALLOWANCES> 2,010
<INVENTORY> 32,375
<CURRENT-ASSETS> 84,827
<PP&E> 20,193
<DEPRECIATION> 9,070
<TOTAL-ASSETS> 248,265
<CURRENT-LIABILITIES> 44,948
<BONDS> 1,276
0
0
<COMMON> 404
<OTHER-SE> 201,637
<TOTAL-LIABILITY-AND-EQUITY> 248,265
<SALES> 118,400
<TOTAL-REVENUES> 118,400
<CGS> 117,400
<TOTAL-COSTS> 117,400
<OTHER-EXPENSES> 15,254
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (32,633)
<INCOME-TAX> (11,421)
<INCOME-CONTINUING> (21,212)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,737)
<EPS-PRIMARY> (0.15)
<EPS-DILUTED> (0.15)
</TABLE>
