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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______________)*
Information Storage Devices, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
456753
- --------------------------------------------------------------------------------
(CUSIP Number)
Ding-Yuan Yang
Winbond Electronics Corporation
No. 4 Creation Road III
Science-Based Industrial Park
Hsinchu, Taiwan, R.O.C.
011-886-35-770066
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 12, 1998
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.113d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. / /
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act,
but shall be subject to all other provisions of the Act (however, SEE the
Notes).
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<TABLE>
<CAPTION>
CUSIP No. 456753 13D Page 2 of 10 Pages
<C> <S>
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (entities only)
Winbond Int'l. Corporation
2) Check the Appropriate Box if a Member of a Group (SEE Instructions)
(a) /X/
(b) / /
3) SEC Use Only
4) Source of Funds (See Instructions)
WC
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization
British Virgin Islands
Number of (7) Sole Voting Power
Shares --
Beneficially (8) Shared Voting Power 490,000
Owned by (9) Sole Dispositive Power
Each Reporting --
Person with (10) Shared Dispositive Power 490,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person
490,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares /X/
(SEE Instructions)
13) Percent of Class Represented by Amount in Row (11)
4.979%
14) Type of Reporting Person (See Instructions)
CO
</TABLE>
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<TABLE>
<CAPTION>
CUSIP No. 456753 13D Page 3 of 10 Pages
<S> <C>
1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
Peaceful River Corp.
2) Check the Appropriate Box if a Member of a Group (SEE Instructions)
(a) /X/
(b) / /
3) SEC Use Only
4) Source of Funds (See Instructions)
WC
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization
British Virgin Islands
Number of (7) Sole Voting Power
Shares --
Beneficially (8) Shared Voting Power 255,000
Owned by (9) Sole Dispositive Power
Each Reporting --
Person with (10) Shared Dispositive Power 255,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person
255,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares /X/
(SEE Instructions)
13) Percent of Class Represented by Amount in Row (11)
2.591%
14) Type of Reporting Person (See Instructions)
CO
</TABLE>
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<TABLE>
<CAPTION>
CUSIP No. 456753 13D Page 4 of 10 Pages
<S> <C>
1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
Pigeon Creek Holding Co., Ltd.
2) Check the Appropriate Box if a Member of a Group (SEE Instructions)
(a) /X/
(b) / /
3) SEC Use Only
4) Source of Funds (See Instructions)
WC
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization
British Virgin Islands
Number of (7) Sole Voting Power
Shares --
Beneficially (8) Shared Voting Power 483,000
Owned by (9) Sole Dispositive Power
Each Reporting --
Person with (10) Shared Dispositive Power 483,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person
483,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares /x/
(SEE Instructions)
13) Percent of Class Represented by Amount in Row (11)
4.908%
14) Type of Reporting Person (See Instructions)
CO
</TABLE>
4
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<TABLE>
<CAPTION>
CUSIP No. 456753 13D Page 5 of 10 Pages
<S> <C>
1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
Winbond Electronics Corporation
2) Check the Appropriate Box if a Member of a Group (SEE Instructions)
(a) /X/
(b) / /
3) SEC Use Only
4) Source of Funds (See Instructions)
WC
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization
Republic of China in Taiwan
Number of (7) Sole Voting Power
Shares --
Beneficially (8) Shared Voting Power 1,228,000
Owned by (9) Sole Dispositive Power
Each Reporting --
Person with (10) Shared Dispositive Power 1,228,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,228,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares /X/
(SEE Instructions)
13) Percent of Class Represented by Amount in Row (11)
12.478%
14) Type of Reporting Person (See Instructions)
CO
</TABLE>
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INTRODUCTION
This Statement constitutes the initial filing of Winbond Int'l.
Corporation ("WIC"), Peaceful River Corp. ("PRC"), Pigeon Creek Holding Co.,
Ltd. ("PCH") and Winbond Electronics Corporation ("WEC") (collectively,
"Winbond") with regard to the acquisition by Winbond of shares of common
stock of Information Storage Devices, Inc. ("ISD") on the open market, which
has resulted in Winbond's beneficial ownership of more than five percent (5%)
of the outstanding shares of common stock of ISD. According to ISD's Form
10-K/A filed with the Securities and Exchange Commission on May 8, 1998,
there were 9,842,068 shares of ISD common stock, no par value, outstanding as
of February 28, 1998.
ITEM 1 SECURITY AND ISSUER.
This Statement relates to the common stock of ISD (the "ISD Common
Stock"). The ISD Common Stock trades on the Nasdaq National Market
System (NMS). ISD's principal executive offices are located at:
2045 Hamilton Avenue, San Jose, California 95125. ISD's telephone
number is: (408) 369-2400.
ITEM 2 IDENTITY AND BACKGROUND.
(a-c) This Statement is filed by WIC, PRC, PCH, and WEC, as a
group. The attached Exhibit 1 provides the full name, place
of organization, principal business and address of the
principal office of each of WIC, PRC, PCH and WEC as well as
the following information with respect to each director and/or
executive officer of WIC, PRC, PCH and WEC: (i) name; (ii)
residence or business address; (iii) present principal
occupation or employment and the name, principal business and
address of any corporation or other organization in which such
employment is conducted; and (iv) citizenship.
WIC, PRC and PCH are the record owners of the ISD Common
Stock acquired by Winbond. All three companies are
wholly-owned subsidiaries of WEC. Therefore, WEC is included
in this Statement due to its beneficial ownership of the ISD
Common Stock acquired by WIC, PRC and PCH. Other than the
shares of ISD Common Stock for which this Statement is filed,
none of the reporting persons beneficially owns any other
shares of ISD Common Stock.
(d) None of WIC, PRC, PCH, WEC or any individual named on
Exhibit 1, to the best knowledge of each of them, has during
the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of WIC, PRC, PCH, WEC or any individual named on
Exhibit 1, to the best knowledge of each of them, was during
the last five years, a party to a civil proceeding of a
judicial or administrative body of competent
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jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, U.S. federal or state securities laws or finding any
violation with respect to such laws.
(f) The citizenship and jurisdiction of organization for each
reporting person and each officer and director is set forth in
Exhibit 1.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
WIC, PRC and PCH have funded their purchases of ISD Common
Stock with working capital.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the purchase by Winbond of the ISD Common Stock is
to acquire a significant minority interest in ISD. Winbond has
not had any discussions with ISD's management concerning
Winbond's purchase of ISD Common Stock or any role that Winbond
might have in the management of ISD or the determination of the
business policies and strategies of ISD. Winbond may be
considered more than a passive investor and may seek to influence
the management and direction of ISD, including through
representation on the board of directors.
WEC and ISD are parties to a non-disclosure agreement dated as of
April 1, 1996 regarding the exchange of confidential information
pertaining to certain flash memory technology. WEC and ISD also
are parties to a Foundry Supply Agreement dated as of May 28,
1997 regarding ISD's purchase from Winbond of wafers used in
semiconductor fabrication. That agreement was preceded by a
non-binding letter of intent signed by WEC and ISD in March
1996. Foundry manufacturing services and exchanges of technical
information between WEC and ISD are ongoing. There are no
contracts or agreements between any of the Winbond group and ISD
with respect to shares of ISD Common Stock.
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Subject to applicable legal requirements and the factors referred
to below, Winbond may purchase from time to time
in the open market or in privately negotiated transactions
additional shares of ISD Common Stock. In determining whether to
purchase additional shares of ISD Common Stock and in formulating
any plan or proposal to influence or control ISD, Winbond intends to
consider various factors, including ISD's financial condition,
business and prospects, other developments concerning ISD, the
reaction of ISD to Winbond's ownership of shares of ISD Common
Stock, price levels of the ISD Common Stock, other opportunities
available to Winbond, developments with respect to Winbond's
business, and general economic, money and stock market conditions.
In addition, depending upon, among other things, the matters
referred to above, Winbond may determine to dispose of all or a
portion of its shares of ISD Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) WEC is the beneficial owner of 1,228,000 shares of ISD Common
Stock representing approximately 12.478% of the outstanding shares
of ISD Common Stock. These figures also represent the aggregate
beneficial ownership of ISD Common Stock of the Winbond group.
Each of the members of the Winbond group is the record owner of the
following number of shares and class percentage of ISD Common
Stock:
<TABLE>
<CAPTION>
Name Number of Shares Percentage
---- ---------------- ----------
<S> <C> <C>
WIC 490,000 4.979%
PRC 255,000 2.591%
PCH 483,000 4.908%
</TABLE>
(b) WEC shares the voting power and power of disposition for all
of the shares listed in Item 5(a). Each of WIC, PRC and PCH shares
the voting power and power of disposition with respect to the
number of shares set forth opposite its name in Item 5(a) with WEC.
(c) Individual members of the Winbond group have made the
following purchases of ISD Common Stock during the past 60 days.
All of such purchases were effected in the open market on the NMS.
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<TABLE>
<CAPTION>
Number of Shares
Purchaser Date Purchased Price per Share
--------- ---- --------- ---------------
<S> <C> <C> <C>
WIC 4/21/98 100,000 $5.8125
WIC 4/22/98 100,000 $5.7500
WIC 4/23/98 100,000 $5.8750
WIC 4/24/98 100,000 $6.1250
WIC 4/27/98 90,000 $5.8750
PCH 5/12/98 5,000 $5.5000
PCH 5/13/98 100,000 $5.7500
PCH 5/13/98 150,000 $5.7500
PCH 5/14/98 78,000 $5.7500
PCH 5/15/98 150,000 $5.7500
PRC 5/20/98 165,000 $5.8750
PRC 5/20/98 80,000 $5.8633
PRC 5/21/98 10,000 $5.8750
</TABLE>
(d) WEC has the power to direct the receipt of dividends and the
proceeds of sale of all shares of ISD Common Stock beneficially
owned by WEC. WIC, PRC and PCH each has the right to receive
dividends and proceeds with respect to the ISD Common Stock that it
owns.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
WIC, PRC and PCH are under the common control of WEC and are acting
together as affiliates of WEC. There is no contract at present
among them or otherwise with any other person with respect to
Winbond's acquisition of ISD Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT 1. DIRECTORS AND EXECUTIVE OFFICERS OF WIC, PRC, PCH AND
WEC.
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SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
WINBOND INT'L CORPORATION PIGEON CREEK HOLDINGS CO., LTD.
By:/s/ Yung Chin By:/s/ Yu-Cheng Chiao
-------------------------- ---------------------------------
(Signature) (Signature)
Yung Chin, President Yu-Cheng Chiao, Chairman
- ------------------------------ ------------------------------------
(Name and Title) (Name and Title)
May 22, 1998 May 22, 1998
- ------------------------------ ------------------------------------
(Date) (Date)
PEACEFUL RIVER CORP. WINBOND ELECTRONICS CORPORATION
By /s/ Yu-Cheng Chiao By /s/ Ding-Yuan Yang
--------------------------- -----------------------------------
(Signature) (Signature)
Yu-Cheng Chiao, Chairman Ding-Yuan Yang, President
- ------------------------------ -----------------------------------
(Name and Title) (Name and Title)
May 22, 1998 May 22, 1998
- ------------------------------ -----------------------------------
(Date) (Date)
10
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EXHIBIT 1
Winbond Electronics Corporation
No. 4, Creation Rd. III
Science-Based Industrial Park
Hsinchu, Taiwan, R.O.C.
The principal business of WEC is manufacturing semiconductor products.
WEC is organized in the Republic of China in Taiwan.
DIRECTORS AND OFFICER OF WEC
NAME AND BUSINESS ADDRESS POSITION/OCCUPATION CITIZENSHIP
------------------------- ------------------- -----------
Yu-Cheng Chiao Chairman, Winbond Electronics R.O.C. in
14F, #117, Min-Shen E. Rd. Corp., Director of Winbond Taiwan
Sec. 3 Int'l Corp., Peaceful River
Taipei, Taiwan, R.O.C. Corp. and Pigeon Creek Holding
Co., Ltd.
Kuang-Yi Chiu Vice President, Technology R.O.C. in
No. 4 Creation Rd. III Development Center, Taiwan and
Science-Based Industrial Park Winbond Electronics Corp. U.S.A.
Hsinchu, Taiwan, R.O.C.
Ching-Chu Chang Corp. Executive Vice President R.O.C. in
No. 4, Creation Rd. III & General Manager of DRAM IC Taiwan
Science-Based Industrial Park Business Group, Winbond
Hsinchu, Taiwan, R.O.C. Electronics Corp., Director of
Winbond Int'l Corp., Peaceful
River Corp. and Pigeon Creek
Holding Co., Ltd.
Ding-Yuan Yang President and Director of R.O.C. in
No. 4, Creation Road III Winbond Electronics Corp., Taiwan
Science-Based Industrial Park Director of Winbond Int'l
Hsinchu, Tawain, R.O.C. Corp., Peaceful River Corp. and
Pigeon Creek Holding Co., Ltd.
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Yu-Heng Chiao Chairman of Walsin Technology R.O.C. in
Walsin Technology Corp. Corp., Manufacturer of Taiwan
12F, #117, Min-Shen E. Rd. Electronic Ceramics
Sec. 3
Taipei, Taiwan, R.O.C.
Matthew F.C. Miau President, Union Petrochemical R.O.C. in
8th Fl. Sec.3 Corp. Taiwan
69 Ming Sheng E. Rd.
Taipei, Taiwan, R.O.C.
Ming-Jeh Chien Chairman, First International R.O.C. in
First International Computer, Computer, Inc., seller of Taiwan
Inc. computers, programming and
6F, Formosa Plastics Rear designing of computer software
Building and maintaining of computer
201-24, Tun-Hwa N. Rd. hardware
Taipei, Taiwan, R.O.C
Benny Ting-Wu Hu President, China Development R.O.C. in
China Development Corp. Corp., Investment banking Taiwan
125 Nanking East Road, Sec. 5
Taipei, Taiwan, R.O.C.
Yung Chin Vice President of Finance R.O.C. in
No. 4, Creation Rd. III Center, Winbond Electronics Taiwan
Science-Based Industrial Park Corp., President, Winbond Int'l
Hsinchu, Taiwan, R.O.C. Corporation
Archie T. Yeh Corp. Vice President & General R.O.C. in
No. 4, Creation Rd. III Manager of General IC Business Taiwan
Science-Based Industrial Park Group, Winbond Electronics
Hsinchu, Taiwan, R.O.C. Corp.
Ting-Piao Chiao Director, Walsin Lihwa Corp., R.O.C. in
Walsin Lihwa Corp. Manufacturer of wire and cable Taiwan
12F, #117, Min-Shen E. Rd.
Sec. 3
Taipei, Taiwan, R.O.C.
Yu Lon Chiao Chairman of Walsin Lihwa Corp., R.O.C. in
Walsin Lihwa Corp. Manufacturer of wire and cable Taiwan
12th Floor, 117 Min-Shen East
Road, Sec. 3
Taipei, Taiwan, R.O.C.
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Yu Lang Mao Chairman, Nortel Taiwan R.O.C. in
Nortel Taiwan Limited Limited, Telecommunication Taiwan
18F, 100, Roosevelt Road systems supplier
Sec. 2
Taipei, Taiwan, R.O.C.
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EXHIBIT 1 (CONTINUED)
Winbond Int'l Corporation
No. 4, Creation Rd. III
Science-Based Industrial Park
Hsinchu, Taiwan, R.O.C.
The principal business of WIC is investing in other businesses on behalf of
Winbond Electronics Corp. and its affiliates.
WIC is organized under the laws of the British Virgin Islands.
DIRECTORS AND OFFICERS OF WIC
NAME AND BUSINESS ADDRESS POSITION/OCCUPATION CITIZENSHIP
------------------------- ------------------- -----------
Ching-Chu Chang Corp. Executive Vice R.O.C. in Taiwan
No. 4, Creation Rd. III President & General
Science-Based Industrial Park Manager of DRAM IC
Hsinchu, Taiwan, R.O.C. Business Group, Winbond
Electronics Corp.,
Director of WIC, Peaceful
River Corp. and Pigeon
Creek Holding Co., Ltd.
Ding-Yuan Yang President and Director, R.O.C. in Taiwan
No. 4 Creation Rd. III Winbond Electronics Corp.,
Science Based Industrial Park Director of WIC, Peaceful
Hsin chu, Taiwan, R.O.C. River Corp. and Pigeon
Creek Holding Co., Ltd.
Yu-Cheng Chiao Chairman, Winbond R.O.C. in Taiwan
14F, #117 Min-Shen Rd. Electronics Corp.,
Sec.3 Director of WIC, Peaceful
Taipei, Taiwan, R.O.C. River Corp. and Pigeon
Creek Holding Co., Ltd.
Yung Chin President , WIC, Vice R.O.C. in Taiwan
No. 4 Creation Rd. III President of Finance
Science-Based Industrial Park Center, Winbond
Hsinchu, Taiwan, R.O.C. Electronics Corp.
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EXHIBIT 1 (CONTINUED)
Peaceful River Corp.
No. 4, Creation Rd. III
Science-Based Industrial Park
Hsinchu, Taiwan, R.O.C.
The principal business of Peaceful River Corp. investing in other businesses on
behalf of Winbond Electronics Corp. and its affiliates.
PRC is organized under the laws of British Virgin Islands.
DIRECTORS OF PRC
NAME AND BUSINESS ADDRESS POSITION/OCCUPATION CITIZENSHIP
------------------------- ------------------- -----------
Yu-Cheng Chiao Chairman of Winbond R.O.C. in Taiwan
14F, #117 Min-Shen E. Rd. Electronics Corp.,
Sec. 3 Director of PRC, Pigeon
Taipei, Taiwan, R.O.C. Creek Holding Co., Ltd.
and Winbond Int'l
Corporation
Ding-Yuan Yang President and Director, R.O.C. in Taiwan
No. 4, Creation Rd. III Winbond Electronics Corp.,
Science-Based Industrial Park Director of PRC, Pigeon
Hsinchu, Taiwan, R.O.C. Creek Holding Co., Ltd.
and Winbond Int'l
Corporation
Ching-Chu Chang Corp. Executive Vice R.O.C. in Taiwan
No. 4, Creation Rd. III President & General Manger
Science-Based Industrial Park of DRAM IC Business Group,
Hsinchu, Taiwan, R.O.C. Winbond Electronics Corp.,
Director of PRC, Pigeon
Creek Holding Co., Ltd.
and Winbond Int'l
Corporation
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EXHIBIT 1 (CONTINUED)
Pigeon Creek Holding Co., Ltd.
No. 4, Creation Rd. III
Science-Based Industrial Park
Hsinchu, Taiwan, R.O.C.
The principal business of PCH is investing in other businesses on behalf of
Winbond Electronics Corp. and its affiliates.
PCH is organized under the laws of the British Virgin Islands.
DIRECTORS OF PCH
NAME AND BUSINESS ADDRESS POSITION/OCCUPATION CITIZENSHIP
------------------------- ------------------- -----------
Yu-Cheng Chiao Chairman of Winbond R.O.C. in Taiwan
14F, #117 Min-Shen E. Rd. Electronics Corp.,
Sec. 3 Director of PCH, Peaceful
Taipei, Taiwan, R.O.C. River Corp. and Winbond
Int'l Corporation
Ding-Yuan Yang President and Director, R.O.C. in Taiwan
No. 4, Creation Rd. III Winbond Electronics Corp.,
Science-Based Industrial Park Director of PCH, Peaceful
Hsinchu, Taiwan, R.O.C. River Corp. and Winbond
Int'l Corporation
Ching-Chu Chang Corp. Executive Vice R.O.C. in Taiwan
No. 4, Creation Rd. III President & General Manger
Science-Based Industrial Park of DRAM IC Business Group,
Hsinchu, Taiwan, R.O.C. Winbond Electronics Corp.,
Director of PCH, Peaceful
River Corp. and Winbond
Int'l Corporation
6
