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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 10-Q/A-2
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1997
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 No. 0-23596
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C-CUBE MICROSYSTEMS INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0192108
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1778 McCarthy Boulevard
Milpitas, California 95035
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code: (408) 944-6300
Former name, former address and former fiscal year, if changed since last
year: N/A
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.
[X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
As of July 31, 1997, 36,520,587 shares of the Registrant's Common Stock
were outstanding.
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The registrant hereby makes a second amendment to its Quarterly Report on Form
10-Q filed August 14, 1997, to refile exhibit no. 10.38 to the Form 10-Q.
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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.
C-Cube Microsystems Inc.
(Registrant)
Dated: December 21, 1998 By: /s/ Walt Walczykowski
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Walt Walczykowski
Vice President of Finance
and Chief Financial Officer
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Confidential treatment requested pursuant to a confidential
treatment request filed with the Securities and Exchange
Commission.
CONFIDENTIAL TREATMENT REQUESTED
[*] Denotes information for which confidential
treatment has been requested. Confidential portions
omitted have been filed separately with the Commission.
Amendment to Option Agreement
This Amendment, made to Option Agreement between C-Cube
Microsystems, and Taiwan Semiconductor Manufacturing Co., Ltd.,
dated May 18, 1996 (the "Option Agreement"), is effective as of
May 30, 1997 (the "Effective Date") by and between C-Cube
Microsystems, a company organized under the laws of California,
USA, with its registered address at 1778 McCarthy Boulevard,
Milpitas, CA 95035, USA ("Customer"), and Taiwan Semiconductor
Manufacturing Co., Ltd., a company organized under the laws of the
R.O.C, with its registered address at No.121, Park Ave. 3,
Science-Based Industrial Park, Hsinchu, Taiwan, R.O.C ("TSMC").
In consideration of mutual covenants and conditions, both
parties agree to amend the Option Agreement as follows:
I. Defined terms used herein but not defined herein shall have the
meaning set forth in the Option Agreement.
II. Amend Sections 1(a), 1(b), 1 (f), 5(b), 11 and 15 as follows:
1(a) "Base Capacity" used in this Agreement shall mean the base
amount of annual Wafer capacity, which is set forth in
Exhibit B.
1(b)"Customer Committed Capacity" used in this Agreement shall
mean the total of [*] of the Base Capacity and [*] of the Option
Capacity that Customer agrees to purchase from TSMC pursuant to
this Agreement, and is set forth in Exhibit B.
1(f) "Wafer" used in this Agreement shall mean 6" physical
wafer without reference to technology and geometry. The
conversion rate from 6" wafer to 8" wafer shall be [*].
5(b) Within seven (7) days upon execution hereof, TSMC shall
return to Customer the promissory note in the amount of
US$24,500,000 to Customer.
11. This Agreement, including Exhibits B-E and the Amendment,
constitutes the entire agreement between the parties with
respect to the subject matter hereof, and supersedes and
replaces all prior or contemporaneous understanding,
agreements, dealings and negotiations, oral or written,
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regarding the subject matter hereof. In the event any
provision of this Agreement conflicts with the Amendment,
this Amendment shall govern with respect to the subject
matter therein. No modification, alteration or amendment
of this Agreement shall be effective unless made in writing
and signed by both parties. No waiver of any breach or
failure by either party to enforce any provision of this
Agreement shall be deemed a wavier of any other or
subsequent breach, or a waiver of future enforcement of
that or any other provision.
15. Both parties shall keep in strict confidence the existence
and contents of this Agreement and the Amendment, and take
best precaution possible to prevent any unauthorized
disclosure or use thereof. Both parties agree that no
disclosure of this Agreement, the Amendment or any matters
relating hereto may be made without the disclosing party
first providing the proposed disclosure to the other party
two weeks in advance for consent and reasonable changes.
In the event disclosure is required by laws or governmental
regulations, the disclosing parry shall provide the other
party two weeks prior written notice and give the other
party the opportunity to protest, participate in preparing
disclosure or make reasonable changes thereto.
III. Add to the End of Section 6(a)
[*]
Add to the End of Section 7(e)
"In no event shall either party be liable for indirect,
consequential, or special damage arising from this Agreement or
its performance."
IV. Delete Original Exhibit A, Replace Original Exhibits B and D
with New Exhibits B and D.
C-Cube Microsystems Taiwan Semiconductor
Manufacturing Co., Ltd.,
BY: /s/ Alexandre A. Balkanski BY: /s/ Morris Chang
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Alexandre A. Balkanski Morris Chang
President Chairman
Confidential treatment requested pursuant to a confidential
treatment request filed with the Securities and Exchange
Commission.
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EXHIBIT B
C-CUBE MICROSYSTEMS/TSMC
COMMITTED CAPACITY
[*]
Confidential treatment requested pursuant to a confidential
treatment request filed with the Securities and Exchange
Commission.
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EXHIBIT D
OPTION FEE
[*]
Confidential treatment requested pursuant to a confidential
treatment request filed with the Securities and Exchange
Commission.
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