SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
---------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
(X) Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934.
For the fiscal year ended December 31, 1999
( ) Transition report pursuant to Section 15(d) of the Securities Exchange Act
of 1934.
For the transition period from ______ to ______
Commission file number 000-23596
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
C-Cube Microsystems Employee Savings and Investment Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
C-Cube Microsystems Inc.
1778 McCarthy Blvd
Milpitas, CA 95035
<PAGE>
C-CUBE MICROSYSTEMS EMPLOYEE
SAVINGS AND INVESTMENT PLAN
Financial Statements
Years Ended December 31, 1999 and 1998
And Independent Accountants' Report
<PAGE>
C-CUBE MICROSYSTEMS EMPLOYEE
SAVINGS AND INVESTMENT PLAN
Financial Statements and
Supplemental Schedule
Years ended December 31, 1999 and 1998
TABLE OF CONTENTS
Independent Accountants' Report............................................1 - 2
Financial Statements:
Statements of Net Assets Available for Benefits...........................3
Statements of Changes in Net Assets Available for Benefits................4
Notes to Financial Statements.............................................5
Supplemental Schedule as of and for the year ended December 31, 1999:
Schedule of Assets Held for Investment Purposes..........................11
<PAGE>
To the Participants and
Plan Administrator of the
C-Cube Microsystems Employee Savings
and Investment Plan
INDEPENDENT ACCOUNTANTS' REPORT
-------------------------------
We have audited the financial statements and supplemental schedule of
C-Cube Microsystems Employee Savings and Investment Plan (the Plan) as of
December 31, 1999, and for the year then ended, as listed in the accompanying
table of contents. These financial statements and the supplemental schedule are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audit. Other auditors were
engaged to audit the financial statements and supplemental schedules of the Plan
as of and for the year ended December 31, 1998 and in their report dated July 8,
1999, they expressed an unqualified opinion on those statements.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Plan's management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Plan as of December 31, 1999, and the changes in net assets available for
benefits for the year then ended, in conformity with generally accepted
accounting principles.
Our audit was performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedule is
presented for the purpose of additional analysis and is not a required part of
the basic financial statements but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement
<PAGE>
Income Security Act of 1974. The supplemental schedule is the responsibility of
the Plan's management. The supplemental schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ MOHLER, NIXON & WILLIAMS
Accountancy Corporation
Campbell, California
June 1, 2000
<PAGE>
16
C-CUBE MICROSYSTEMS EMPLOYEE SAVINGS
AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
December 31,
-------------------------------
1999 1998
------------- ------------
<S> <C> <C>
Investments, at fair value $ 38,478,765 $ 24,373,630
------------- ------------
Assets held for investment purposes 38,478,765 24,373,630
Participants' contributions receivable 143,687 2,376
Other receivables 3,872 15,334
------------- ------------
Net assets available for benefits $ 38,626,324 $ 24,391,340
============= ============
</TABLE>
See independent accountants' report and
accompanying notes to financial statements.
<PAGE>
C-CUBE MICROSYSTEMS EMPLOYEE
SAVINGS AND INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
For the years ended
December 31,
-------------------------------
1999 1998
------------- ------------
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Dividends and interest $ 185,444 $ 1,229,419
Net realized and unrealized appreciation
in fair value of investments 9,162,528 2,126,825
------------- ------------
9,347,972 3,356,244
------------- ------------
Contributions:
Participants' 7,338,198 6,119,641
------------- ------------
Total additions 16,686,170 9,475,885
------------- ------------
Deductions from net assets attributed to:
Withdrawals and distributions 2,438,766 934,781
Administrative expenses 12,420 21,316
------------- ------------
Total deductions 2,451,186 956,097
------------- ------------
Net increase 14,234,984 8,519,788
Net assets available for benefits:
Beginning of year 24,391,340 15,871,552
------------- ------------
End of year $ 38,626,324 $ 24,391,340
============= ============
</TABLE>
See independent accountants' report and
accompanying notes to financial statements.
<PAGE>
C-CUBE MICROSYSTEMS EMPLOYEE
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
--------------------------
NOTE 1 - THE PLAN AND ITS SIGNIFICANT ACCOUNTING POLICIES:
The following description of the C-Cube Microsystems Employee Savings
and Investment Plan (the Plan) provides only general information. Participants
should refer to the Plan document for a more complete description of the Plan's
provisions.
The Plan is a defined contribution plan that was established in 1990 by
C-Cube Microsystems, Inc. (the Company) to provide benefits to eligible
employees. Effective January 1, 1999, the Plan covers all employees of the
Company except leased employees, nonresident aliens receiving no U.S. source
income and employees covered by a collective bargaining agreement.
The Plan administrator believes that the Plan is currently designed and
operated in compliance with the applicable requirements of the Internal Revenue
Code and the provisions of the Employee Retirement Income Security Act of 1974,
as amended (ERISA).
ADMINISTRATION -
The Company has appointed an Administrative Committee (the Committee)
to manage the operation and administration of the Plan. A third-party
administrator processes and maintains the records of participant data. The
Company has contracted with The Charles Schwab Trust Company (Charles Schwab) to
act as the trustee. Substantially all expenses incurred for administering the
Plan are paid by the Company.
BASIS OF ACCOUNTING -
The financial statements of the Plan are prepared on the accrual method
of accounting. Participant contributions are recorded in the period during which
the Company withholds payroll deductions from participant's earnings. Benefits
are recorded when paid.
RECLASSIFICATIONS -
Certain reclassifications were made in the 1998 financial statements to
conform with the 1999 presentation.
<PAGE>
INVESTMENTS -
Investments of the Plan are held by Charles Schwab and invested based
solely upon instructions received from participants.
The Plan's investment in mutual funds common stocks, options, and the
Company's common stock are valued at fair value as of the last day of the Plan
year, as measured by quoted market prices. Participant loans are valued at cost,
which approximates fair value.
CASH AND CASH EQUIVALENTS -
All highly liquid investments purchased with an original maturity of
three months or less are considered to be cash equivalents. These investments
are usually held for a short period of time, pending long-term investment.
INCOME TAXES -
The Plan has been amended since receiving a favorable determination
letter dated August 6, 1998. However, the Company intends that the Plan continue
to qualify under the applicable requirements of the Internal Revenue Code and
related state statutes and that the Trust, which forms a part of the Plan, is
intended to be exempt from federal income and state taxes.
ESTIMATES -
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, and
changes therein, and disclosure of contingent assets and liabilities. Actual
results could differ from those estimates.
RISKS AND UNCERTAINTIES -
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, mutual funds and other investment
securities. Investment securities are exposed to various risks, such as interest
rate, market fluctuations and credit risks. Due to the level of risk associated
with certain investment securities, it is at least reasonably possible that
changes in risks in the near term would materially affect participants' account
balances and the amounts reported in the statements of net assets available for
benefits and the statements of changes in net assets available for benefits.
NEW ACCOUNTING PRONOUNCEMENT -
In September 1999, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of Position
(SOP) 99-3, "Accounting for and Reporting of Certain Defined Contribution
Benefit Plan Investments and Other Disclosure Matters." This SOP eliminates the
previous requirement for a defined contribution plan to disclose participant-
directed investment programs by fund. The Plan has adopted SOP 99-3 in its
financial statements for the years ended December 31, 1999 and 1998.
NOTE 2 - RELATED PARTY TRANSACTIONS:
Certain Plan investments in mutual funds are managed by the Plan
custodian Charles Schwab. Any purchases and sales of these funds are open market
transactions at fair market value. Such transactions, while considered
party-in-interest transactions under ERISA Regulations, are permitted under the
provisions of the Plan and are specifically exempt from the prohibition of
party-in-interest transactions under ERISA.
NOTE 3 - PARTICIPATION AND BENEFITS:
PARTICIPANT CONTRIBUTIONS -
Participants may elect to have the Company contribute a percentage,
from 1% to 20%, of their eligible pre-tax compensation up to the amount
allowable under current income tax regulations. Participants who elect to have
the Company contribute a portion of their eligible compensation to the Plan
agree to accept an equivalent reduction in current taxable compensation.
Contributions withheld are invested in accordance with the participant's
direction and are allocated to funds in 5% increments.
Participants are also allowed to make rollover contributions of amounts
received from other tax-qualified employer-sponsored retirement plans. Such
contributions are deposited in the appropriate investment funds in accordance
with the participant's direction and the Plan's provisions.
EMPLOYER CONTRIBUTIONS -
The Plan allows for a discretionary employer matching percentage or
amount, to be determined quarterly by the Company. No discretionary
contributions have been made for the years ended December 31, 1999 and 1998.
PARTICIPANT ACCOUNTS -
Each participant's account is credited with the participant's
contribution, Plan earnings or losses and an allocation of the Company's
matching contribution, if any. Allocation of the Company's contributions is
based on participant contributions or regular compensation, as defined in the
Plan.
PAYMENT OF BENEFITS -
Upon termination, the participant or his or her beneficiary will
receive the benefits in a lump sum amount equal to the value of the
participant's interest in his or her account. The Plan allows for automatic lump
sum distribution of participant account balances which do not exceed $5,000.
LOANS TO PARTICIPANTS -
The Plan allows participants to borrow not less than $1,000 and up to
the lesser of $50,000, reduced by the highest outstanding loan balance from the
Plan during the previous 12 months, if any, or 50% of their account balance, as
more specifically defined in the Plan. The loans are secured by the
participant's account balance. Such loans bear interest at the available market
financing rates and must be repaid to the Plan within a five-year period, unless
the loan is used for the purchase of a principal residence in which case the
maximum repayment period is fifteen years. The specific terms and conditions of
such loans are established by the Committee from time to time. Outstanding loans
at December 31, 1999 carry interest rates, which range from 9.25% to 10.25%.
VESTING -
Participants are fully vested in their salary deferral, rollover
contributions and related earnings.
<PAGE>
NOTE 7 - INVESTMENTS
The following table includes the fair market values of investments and
investment funds that represent 5% or more of the Plan's net assets at
December 31:
<TABLE>
1999 1998
----------- -----------
<S> <C> <C>
Schwab Institutional Advantage $ 3,204,969 $ 2,142,228
American Century Intermediate
Term Treasury Fund 651,533 653,927
American Century International Growth Fund 3,591,484 2,082,467
Dreyfus S&P 500 Index 1,494,193 --
Founders Balanced Fund 1,538,491 1,992,201
Harbor Capital Appreciation 5,280,080 1,767,527
Janus Fund 4,468,114 3,450,550
Managers Income Equity Fund 1,088,881 1,194,539
Managers Special Equity 1,069,228 318,861
Neuberger & Berman Genesis 2,762,922 3,326,016
RS Value Plus Growth Fund 5,657,448 4,176,393
C-Cube Microsystems Stock 2,898,360 906,979
Personal Choice Retirement 4,334,724 1,911,086
Cash 55,382 --
Loan Fund 382,956 450,856
----------- ----------
Assets held for investment purposes $38,478,765 $24,373,630
=========== ===========
</TABLE>
The Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated in value as
follows:
<TABLE>
Years ended December 31,
-----------------------------
1999 1998
----------- -----------
<S> <C> <C>
Common Stock $ 1,644,896 $ 386,399
Mutual Funds 7,517,632 1,740,426
----------- -----------
$ 9,162,528 $ 2,126,825
=========== ===========
</TABLE>
<PAGE>
NOTE 8 - PARTY-IN-INTEREST TRANSACTIONS:
As allowed under the Plan, participants may elect to invest a portion
of their accounts in the common stock of the Company. Aggregate investment in
Company common stock at December 31, 1999 and 1998 was as follows:
<TABLE>
Date Number of shares Fair value Cost
---- ---------------- ---------- -----------
<S> <C> <C> <C> <C>
1999 46,560 $2,898,360 $ 1,291,776
1998 33,437 906,979 743,069
</TABLE>
NOTE 9 - PLAN TERMINATION AND/OR MODIFICATION:
The Company intends to continue the Plan indefinitely for the benefit
of its employees; however, it reserves the right to terminate and/or modify the
Plan at any time by resolution of its Board of Directors and subject to the
provisions of ERISA. In the event the Plan is terminated in the future,
participants would become fully vested in their accounts.
NOTE 10 - SUBSEQUENT EVENT:
In May 2000, the Company spun off it's Semiconductor business, and the
remaining entity, which consisted of the DiviCom business, was subsequently
acquired by Harmonic Inc. The Semiconductor business became a separate company
and formed a new plan for its employees; their account balances and the related
assets were transferred into the new plan in June 2000.
<PAGE>
C-CUBE MICROSYSTEMS EMPLOYEE SAVINGS
AND INVESTMENT PLAN
SUPPLEMENTAL SCHEDULE
DECEMBER 31, 1999
<PAGE>
C-CUBE MICROSYSTEMS EMPLOYEE SAVINGS
AND INVESTMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
December 31, 1999
-----------------
<TABLE>
Identity of issue, borrower, Description of investment including maturity date, Current
lessor or similar party rate of interest, collateral, par or maturity value. value
-------------------------------- ---------------------------------------------------- ----------
<S> <C> <C>
The Charles Schwab Trust Company* Schwab Instiutional Advantage $ 3,204,969
The Charles Schwab Trust Company American Century Intermediate Term Treasury Fund 651,533
The Charles Schwab Trust Company American Century International Growth Fund 3,591,484
The Charles Schwab Trust Company Dreyfus S&P 500 Index 1,494,193
The Charles Schwab Trust Company Founders Balanced Fund 1,538,491
The Charles Schwab Trust Company Harbor Capital Appreciation 5,280,080
The Charles Schwab Trust Company Janus Fund 4,468,114
The Charles Schwab Trust Company Managers Income Equity Fund 1,088,881
The Charles Schwab Trust Company Managers Special Equity 1,069,228
The Charles Schwab Trust Company Neuberger & Berman Genesis 2,762,922
The Charles Schwab Trust Company RS Value Plus Growth Fund 5,657,448
The Charles Schwab Trust Company C-Cube Microsystems Stock 2,898,360
The Charles Schwab Trust Company Cash 55,382
The Charles Schwab Trust Company* Loan Fund 382,956
The Charles Schwab Trust Company Schwab Money Market Fund 790,429
The Charles Schwab Trust Company A T & T Corpoation 10,163
The Charles Schwab Trust Company Acclaim Entmt Inc. 2,563
The Charles Schwab Trust Company Adobe Sys Inc 13,450
The Charles Schwab Trust Company Aironet Wireless Communication 50,086
The Charles Schwab Trust Company Alaska Communs Sys Group 7,425
The Charles Schwab Trust Company Alpha Inds Inc. 5,158
The Charles Schwab Trust Company Altera Corporation 12,391
The Charles Schwab Trust Company Amazon Com Inc 32,734
The Charles Schwab Trust Company America Online Delaware 150,991
The Charles Schwab Trust Company Amgen Inc 12,013
The Charles Schwab Trust Company Analog Devices 12,555
The Charles Schwab Trust Company Applied Materials 10,135
The Charles Schwab Trust Company At Home Corp Cl A 10,719
The Charles Schwab Trust Company Barnes & Noble 1,238
The Charles Schwab Trust Company Broadcom Corp 26,965
The Charles Schwab Trust Company Broadvision Inc 11,904
The Charles Schwab Trust Company Cadence Design Sys Inc 120,000
The Charles Schwab Trust Company Cathyaonline Inc 2,688
The Charles Schwab Trust Company Centerspan Communs Corp 129,500
The Charles Schwab Trust Company Charles Schwab Corpoation 7,956
The Charles Schwab Trust Company Ciena Corp 7,188
The Charles Schwab Trust Company Circuit City Stores Inc 18,025
The Charles Schwab Trust Company Cisco Sys Inc 305,842
The Charles Schwab Trust Company Coca-Cola Company 14,563
The Charles Schwab Trust Company Conexant Sys Inc 8,430
The Charles Schwab Trust Company Copper Mtn Networks 4,875
The Charles Schwab Trust Company Corning Inc 12,894
The Charles Schwab Trust Company Corsair Comm Inc 10,563
The Charles Schwab Trust Company Costco Whsl Corp New 4,563
The Charles Schwab Trust Company Cyberian Outpost Inc 994
The Charles Schwab Trust Company Data Broadcasting Corp 4,950
The Charles Schwab Trust Company Dell Computer Corporation 29,529
The Charles Schwab Trust Company E M C Corp Massachussets 41,406
The Charles Schwab Trust Company E Net Inc 11,194
The Charles Schwab Trust Company E-Tek Dynamics Inc 20,194
The Charles Schwab Trust Company Echostar Commun CL A 29,250
The Charles Schwab Trust Company ESS Technology 153,094
The Charles Schwab Trust Company Exodus Communication Inc 8,881
The Charles Schwab Trust Company Fletcher Challenge LTD Spons ADR 656
The Charles Schwab Trust Company FPA Medical Management Inc 56
The Charles Schwab Trust Company Freddie Mac Voting SHS 11,766
The Charles Schwab Trust Company Gemstar Intl Group LTD 14,250
The Charles Schwab Trust Company General Electric Company 3,879
The Charles Schwab Trust Company Geron Corp 6,313
The Charles Schwab Trust Company Gillette Co 618
The Charles Schwab Trust Company Global Crossing LTD 30,000
The Charles Schwab Trust Company Globalstar Telecom ORD 29,480
The Charles Schwab Trust Company GO.Com 10,925
The Charles Schwab Trust Company Harmonic Inc 18,988
The Charles Schwab Trust Company Hewlett Packard Co 8,531
The Charles Schwab Trust Company Hilton Hotels Corp 794
The Charles Schwab Trust Company HMT Technologies Corp 40,000
The Charles Schwab Trust Company Humana Inc 22,106
The Charles Schwab Trust Company Ibasis Inc 8,625
The Charles Schwab Trust Company Info Architects Corp 10,250
The Charles Schwab Trust Company Inktomi Corp 71,000
The Charles Schwab Trust Company Intel Corporation 151,228
The Charles Schwab Trust Company Interdigital Communications Corp 15,000
The Charles Schwab Trust Company International Business Machines 17,327
The Charles Schwab Trust Company Internet Capital Group 16,320
The Charles Schwab Trust Company Intuit 3,596
The Charles Schwab Trust Company Iridium World Communications CL A 90
The Charles Schwab Trust Company I2 Technologies Inc 97,500
The Charles Schwab Trust Company JDS Uniphase Corp 53,556
The Charles Schwab Trust Company JNI Corp 21,120
The Charles Schwab Trust Company K Mart Corporation 5,031
The Charles Schwab Trust Company Keynote Systems Inc 7,375
The Charles Schwab Trust Company Knight/Trimark Group INCA 19,550
The Charles Schwab Trust Company Komag 1,563
The Charles Schwab Trust Company Lockheed Martin Corp 8,750
The Charles Schwab Trust Company Lucent Technologies 81,763
The Charles Schwab Trust Company Mail Com Inc 4,219
The Charles Schwab Trust Company Mapquest Com Inc 1,128
The Charles Schwab Trust Company Mattel 27,825
The Charles Schwab Trust Company Maxygen 11,715
The Charles Schwab Trust Company MCI Worldcom Inc 8,915
The Charles Schwab Trust Company Mediconsult Com Inc 1,875
The Charles Schwab Trust Company Merck & Company 4,100
The Charles Schwab Trust Company Metromedia Fiber Network 13,423
The Charles Schwab Trust Company Microsoft Corporation 132,628
The Charles Schwab Trust Company Motoral Incorporated 16,947
The Charles Schwab Trust Company Networks Associates Inc 26,688
The Charles Schwab Trust Company Nhancement Tech Inc 4,813
The Charles Schwab Trust Company Nokia Corp 76,425
The Charles Schwab Trust Company Nortel Networks Corp 20,200
The Charles Schwab Trust Company Novell Inc 7,988
The Charles Schwab Trust Company Novem Pharmaceuticals Inc 3,444
The Charles Schwab Trust Company NVIDIA Corp 38,489
The Charles Schwab Trust Company Oak Technolgoy Inc 105,511
The Charles Schwab Trust Company PMC-Sierra Inc 12,023
The Charles Schwab Trust Company Qualcomm 52,133
The Charles Schwab Trust Company Qest Communs Intl Inc 9,890
The Charles Schwab Trust Company R S A Sec Inc 23,250
The Charles Schwab Trust Company RF Micro Devices Inc 13,688
The Charles Schwab Trust Company Rite Aid Corporation 11,125
The Charles Schwab Trust Company S D L 10,900
The Charles Schwab Trust Company Santa Cruz Operation Inc 6,075
The Charles Schwab Trust Company Secure Computing Corp 3,015
The Charles Schwab Trust Company Starbase Corp New 1,531
The Charles Schwab Trust Company Sun Microsystems 48,011
The Charles Schwab Trust Company S3 Inc 4,625
The Charles Schwab Trust Company Taiwan Semiconductor MFG CO ADR 1,620
The Charles Schwab Trust Company Texas Instruments 4,831
The Charles Schwab Trust Company TIBCO Software Inc 61,200
The Charles Schwab Trust Company Time Warner Inc 14,463
The Charles Schwab Trust Company Tracker Corp Amer 1,665
The Charles Schwab Trust Company Valence Technology Inc 19,000
The Charles Schwab Trust Company Vertex Pharmaceuticals 7,000
The Charles Schwab Trust Company Visx Inc Del 12,938
The Charles Schwab Trust Company Wegener Corp 1,503
The Charles Schwab Trust Company Western Digital Corp 4,188
The Charles Schwab Trust Company Wind River Systems 3,663
The Charles Schwab Trust Company Xerox Corp 9,075
The Charles Schwab Trust Company 3Com Corporation 18,800
The Charles Schwab Trust Company Baron Small CAP FD 104,026
The Charles Schwab Trust Company DFA Emerging Markets Portfolio 6,747
The Charles Schwab Trust Company DFA Intl High Book-To-MKT Portfolio 24,828
The Charles Schwab Trust Company DFA Intl Small Co Portfolio Fund 8,927
The Charles Schwab Trust Company DFA U S 9-10 Small Company 15,536
The Charles Schwab Trust Company Janus Twenty Price 18,974
The Charles Schwab Trust Company Janus Worldwide Fund 20,130
The Charles Schwab Trust Company Montgomery Intl Growth Fd 4,634
The Charles Schwab Trust Company Munder Netnet FD CL A 1,838
The Charles Schwab Trust Company Rainier Cor Equity Portfolio 96,255
The Charles Schwab Trust Company Rainier Small/Mid-Capital Equity 77,833
The Charles Schwab Trust Company RWB/DFA US High Book to Market Portfolio 26,484
The Charles Schwab Trust Company* Schwab Analytics Fund 8,174
The Charles Schwab Trust Company* Schwab S & P 500 Investors Shares 42,959
The Charles Schwab Trust Company Scudder Pac Opp Fund 1,438
The Charles Schwab Trust Company Strong Schafer Value Fund 1,789
The Charles Schwab Trust Company Vanguard Growth & Income 6,298
The Charles Schwab Trust Company Vanguard Growth Index Fund 6,800
The Charles Schwab Trust Company Vanguard Health Care Fund 5,145
The Charles Schwab Trust Company Vanguard Index Trust 500 Portfolio 19,590
The Charles Schwab Trust Company Vanguard Intl Growth Portfolio 41,472
The Charles Schwab Trust Company Warburg Pincus Japan Growth FD Inc 6,508
The Charles Schwab Trust Company Warburg Pincus Japan Small Company 2,552
The Charles Schwab Trust Company Nasdaq 100 Shares 3,655
The Charles Schwab Trust Company* Cash 24,083
-----------
Total assets held for investment purposes $38,478,765
===========
*Parties-in-interest
</TABLE>
<PAGE>
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,
the administrator of the C-Cube Microsystems Employee Savings and Investment
Plan has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
C-Cube Microsystems Employee
Savings and Investment Plan
----------------------------
(name of plan)
Date: June 19, 2000 By: /s/ Fred Brown
------------- ---------------------------
(signature)
Name: Fred Brown
Title: Senior Vice President of
Worldwide Sales
C-Cube Microsystems Inc. on behalf of
the plan administrator of the C-Cube
Microsystems Employee Savings and
Investment Plan
<PAGE>
Exhibit 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statements on Form S-8 (No. 333-59483 and No. 333-75755) of C-Cube Microsystems
Inc. of our report dated June 1, 2000, with respect to the financial statements
and schedule of the C-Cube Microsystems Employee Savings & Investment Plan
included in this Annual Report Form 11-K for the year ended December 31, 1999.
/s/ MOHLER, NIXON & WILLIAMS
Accountancy Corporation
Campbell, California
June 19, 2000
