<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE PERIOD
ENDED SEPTEMBER 30, 2000
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 NUMBER 000-26124
IXYS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 7770140882
(State or other jurisdiction of incorporation or (IRS Employer identification No.)
organization)
</TABLE>
3540 BASSETT STREET
SANTA CLARA, CALIFORNIA 95054-2704
(Address of principal executive offices)
(408) 982-0700
(Registrant's telephone number, including area code)
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 PERIODS 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 [ ]
THE NUMBER OF SHARES OF THE REGISTRANT'S COMMON STOCK, $0.01 PAR VALUE,
OUTSTANDING AS OF OCTOBER 31, 2000 WAS 26,461,539.
<PAGE>
IXYS CORPORATION
INDEX
<TABLE>
<S> <C>
PART 1 - FINANCIAL INFORMATION...................................................................................1
ITEM 1. FINANCIAL STATEMENTS................................................................................1
CONDENSED CONSOLIDATED BALANCE SHEETS.......................................................................1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS.............................................................2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME...................................................4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS.............................................................6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS........................................................7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF RISK...................................................14
PART II - OTHER INFORMATION.....................................................................................15
ITEM 1. LEGAL PROCEEDINGS..................................................................................15
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS..........................................................16
ITEM 3. DEFAULTS UPON SENIOR SECURITIES....................................................................16
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................................................16
ITEM 5. OTHER INFORMATION..................................................................................16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K...................................................................16
SIGNATURES......................................................................................................17
</TABLE>
i
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
IXYS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>
March 31, September 30,
2000 2000
========= =============
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents...................................................... $ 9,759 $12,005
Accounts receivable, net....................................................... 16,863 19,563
Inventories, net............................................................... 21,477 24,926
Deferred income taxes.......................................................... 1,627 1,627
----------- -----------
Total current assets.................................................. 49,726 58,121
Plant and equipment, net....................................................... 10,175 11,182
Goodwill and other intangible assets, net...................................... 231 2,243
Other assets................................................................... 2,131 1,691
Deferred income taxes.......................................................... 782 782
----------- -----------
Total assets.......................................................... $63,045 $74,019
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of capitalized leases.......................................... $ 1,365 $ 1,635
Current portion of notes payable to bank....................................... 2,789 2,029
Accounts payable............................................................... 5,467 5,553
Accrued expenses and other liabilities......................................... 10,345 12,960
----------- -----------
Total current liabilities............... ............................. 19,966 22,177
Notes payable to bank, net of current portion................................. 1,783 2,573
Capitalized lease obligations, net of current portion.......................... 5,544 4,917
Pension liabilities............................................................ 4,855 4,563
----------- -----------
Total liabilities..................................................... 32,148 34,230
Commitments and contingencies (Note 9)
Preferred Stock, $0.01 par value:
Authorized: 5,000,000 shares; none issued................................. -- --
Common stock, $0.01 par value:
Authorized: 40,000,000 shares; issued and outstanding: 24,438,817 shares in
September 30, 2000 and 24,008,166 shares in March 31, 2000................ 240 244
Additional paid-in capital................................................ 43,204 46,198
Notes receivable from stockholders........................................ (861) (823)
Comprehensive income...................................................... (1,988) (2,513)
Accumulated deficit....................................................... (9,698) (3,317)
----------- -----------
Total stockholders' equity........................................... 30,897 39,789
----------- -----------
Total liabilities and stockholders' equity........................... $63,045 $74,019
=========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.
1
<PAGE>
IXYS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
==================
1999 2000
========= =========
(Unaudited)
<S> <C> <C>
Net Revenues...................................................... $17,417 $26,919
Cost of goods sold................................................ 11,077 17,271
--------- ---------
Gross profit.................................................... 6,340 9,648
Operating expenses:
Research, development and engineering........................... 1,113 1,217
Selling, general and administrative............................. 2,626 3,341
Amortization of intangibles..................................... 116 174
--------- ---------
Total operating expenses..................................... 3,855 4,732
--------- ---------
Operating income.................................................. 2,485 4,916
Other expense..................................................... (71) (584)
--------- ---------
Income before income tax provision................................ 2,414 4,332
Provision for income tax.......................................... (843) (1,644)
--------- ---------
Net income........................................................ $1,571 $ 2,688
========= =========
Net income per share - basic...................................... $ 0.07 $ 0.11
========= =========
Weighted average shares used in per share calculation - basic..... 23,946 24,425
========= =========
Net income per share - diluted.................................... $ 0.06 $ 0.10
========= =========
Weighted average shares used in per share calculation - diluted... 24,758 27,461
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
<PAGE>
IXYS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Six Months Ended
September 30,
========= =========
1999 2000
========= =========
<S> <C> <C>
(Unaudited)
Net Revenues...................................................... $34,489 $50,193
Cost of goods sold................................................ 22,507 32,325
--------- ---------
Gross profit.................................................... 11,982 17,868
Operating expenses:
Research, development and engineering........................... 2,369 2,381
Selling, general and administrative............................. 5,323 6,237
Amortization of intangibles..................................... 231 309
--------- ---------
Total operating expenses..................................... 7,923 8,927
--------- ---------
Operating income.................................................. 4,059 8,941
Other income (expense)............................................ (99) 1,349
--------- ---------
Income before income tax provision................................ 3,960 10,290
Provision for income tax.......................................... (1,226) (3,908)
--------- ---------
Net income........................................................ $ 2,734 $ 6,382
========= =========
Net income per share - basic...................................... $0.11 $0.26
========= =========
Weighted average shares used in per share calculation - basic..... 23,976 24,302
========= =========
Net income per share - diluted.................................... $0.11 $0.24
========= =========
Weighted average shares used in per share calculation - diluted... 24,748 27,075
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE>
IXYS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(amounts in thousands)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
====================
<S> <C> <C>
1999 2000
========= =========
(Unaudited)
Net Income....................................... $1,571 $2,688
Other comprehensive income, net of tax:
Foreign currency translation adjustments....... 118 (144)
--------- ---------
Comprehensive income............................. $1,689 $2,544
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE>
IXYS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(amounts in thousands)
<TABLE>
<CAPTION>
Six Months Ended
September 30,
==================
<S> <C> <C>
1999 2000
======== =========
(Unaudited)
Net Income...................................... $2,734 $6,382
Other comprehensive income, net of tax:
Foreign currency translation adjustments...... (829) (326)
-------- ---------
Comprehensive income............................ $1,905 $6,056
======== =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
<PAGE>
IXYS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
September 30,
===================
1999 2000
========= ========
(Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.......................................................................... $ 2,734 $ 6,382
Adjustments to reconcile net income (loss) to net cash provided by operating
activities
Depreciation and amortization............................................. 1,505 2,128
Provision for bad debts................................................... 1,485 1,194
Provision for excess and obsolete inventory............................... 811 689
Loss on foreign currency translation...................................... 11 148
Changes in operating assets and liabilities:
Accounts receivable....................................................... (3,543) (4,671)
Inventories............................................................... (436) (5,194)
Prepaid expenses and other current assets................................. (238) 420
Other assets.............................................................. 64 (53)
Accounts payable.......................................................... (928) 452
Accrued expenses and other liabilities.................................... 1,492 (1,025)
Income tax payable........................................................ - 4,047
Pension liabilities....................................................... 6 56
---------- ---------
Net cash provided by operating activities............................ 2,963 4,573
---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Directed Energy, Inc., net of cash acquired....................... - 135
Purchase of plant and equipment.................................................. (1,006) (3,566)
---------- ---------
Net cash used in investing activities .................................... (1,006) (3,431)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from capital lease obligations.......................................... 69 386
Proceeds from notes payable...................................................... - (899)
Principal payments on capital lease obligations.................................. - 951
Repayment of notes payable to bank............................................... (612) -
Other............................................................................ 5 235
---------- ---------
Net cash provided by/(used) in financing activities....................... (538) 673
---------- ---------
Effect of foreign exchange rate fluctuations on cash and cash equivalents........ (1,268) 431
---------- ---------
Net increase in cash and cash equivalents........................................ 151 2,246
Cash and cash equivalents at beginning of period................................. 8,480 9,759
---------- ---------
Cash and cash equivalents at end of period....................................... $ 8,631 $12,005
========== =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
6
<PAGE>
IXYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Condensed Consolidated Financial Statements
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements. The consolidated financial
statements include the accounts of IXYS Corporation ("IXYS" or the "Company")
and its wholly-owned subsidiaries. All significant intercompany transactions
have been eliminated in consolidation. All adjustments of a normal recurring
nature that, in the opinion of management, are necessary for a fair statement of
the results for the interim periods have been made. It is recommended that the
interim financial statements be read in conjunction with the Company's audited
consolidated financial statements and notes thereto for the fiscal year ended
March 31, 2000 contained in the Company's Annual Report on Form 10-K. Interim
results are not necessarily indicative of the operating results expected for
later quarters or the full fiscal year.
2. Foreign Currency Translation
The local currency is considered to be the functional currency of the operations
of IXYS Semiconductor GmbH ("IXYS GmbH"). Accordingly, assets and liabilities
are translated at the exchange rate in effect at period-end and revenues and
expenses are translated at average rates during the period. Adjustments
resulting from the translation of the accounts of IXYS GmbH into U.S. dollars
are included in cumulative translation adjustment, a separate component of
stockholders' equity. Foreign currency transaction gains and losses are included
as a component of other income and expense.
3. Earnings Per Share
Basic EPS is computed by dividing net income by the weighted-average number of
shares of common stock outstanding for the period. Diluted EPS reflects the
potential dilution from the exercise or conversion of other securities into
common stock.
4. Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standard 133 ("SFAS No. 133"), "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 133 will require IXYS
to recognize all derivatives on its balance sheet at fair value. SFAS No. 133
requires that derivative instruments used to hedge be identified specifically as
to assets, liabilities, firm commitments or anticipated transactions and
measured as to effectiveness and ineffectiveness when hedging changes in fair
value or cash flows. Derivative instruments that do not qualify as either a fair
value or cash flow hedge will be valued at fair value with the resultant gain or
loss recognized in current earnings. Changes in the effective portion of fair
value hedges will be recognized in current earnings along with the change in
fair value of the hedged item. Changes in the effective portion of the fair
value of cash flow hedges will be recognized in other comprehensive income until
realization of the cash flows of the hedged item through current earnings. Any
ineffective portion of hedges will be recognized in current earnings.
In June 1999, the FASB issued SFAS No. 137, "Deferral of the Effective Date of
FASB Statement No. 133," to defer for one year the effective date of
implementation of SFAS No. 133. SFAS No. 133, as amended by SFAS No. 137, is
effective for fiscal years beginning after June 15, 2000, with earlier
application encouraged. IXYS is in the process of evaluating the requirements of
SFAS No. 133, but does not expect this pronouncement to materially impact its
financial position or results of operations.
In December 1999, the SEC issued Staff Accounting Bulletin No. 101 ("SAB 101"),
"Revenue Recognition in Financial Statements." SAB 101 summarizes certain of the
SEC's views in applying generally accepted accounting principles to revenue
recognition in financial statements. In June 2000, the SEC issued SAB No. 101B
to defer the effective date of implementation of SAB No. 101 with earlier
application encouraged. IXYS does not expect the adoption of SAB 101 to have a
material effect on its financial position or results of operations.
In March 2000, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation: An Interpretation of APB Opinion No. 25," ("FIN 44"). FIN 44
clarifies the definition of an employee for purposes of applying Accounting
Practice Board Opinion No. 25, "Accounting for Stock Issued to Employees," ("APB
25"), the criteria for determining whether a plan qualifies as a noncompensatory
plan, the accounting consequence of various modifications to the terms of a
previously fixed stock option or award, and the accounting for an exchange of
stock compensation awards in a business combination. This interpretation is
effective July 1, 2000, but IXYS does not expect the adoption of this
interpretation to have a material effect on its financial position or results of
operations.
7
<PAGE>
5. Comprehensive Income
The only component of comprehensive income for the three months September 30,
1999 and 2000 was the change in the cumulative translation adjustment.
6. Inventories
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
March 31, September 30,
2000 2000
========== =============
(Unaudited)
<S> <C> <C>
Raw materials.............................. $ 3,299 $ 4,804
Work in progress........................... 13,943 20,211
Finished goods............................. 9,159 5,222
------- -------
26,401 30,237
Less inventory reserve..................... (4,924) (5,311)
------- -------
$21,477 $24,926
======= =======
</TABLE>
7. Common Stock
A two-for-one split of the Company's common stock was effected on August 10,
2000 and was applicable to stockholders of record on July 20, 2000. References
to share and per share data in the accompanying Consolidated Financial
Statements give effect to the stock split.
8. Computation of Net Income (Loss) Per Share
Basic and diluted earnings per share are calculated as follows (in thousands,
except per share amounts):
<TABLE>
<CAPTION>
Three Months Ended
September 30,
--------------------
1999 2000
------ ------
(Unaudited)
<S> <C> <C>
Basic:
Weighted, average shares outstanding for the period............................ 23,946 24,425
------ ------
Shares used in computing per share amounts..................................... 23,946 24,425
------ ------
Net income available for common stockholders................................... $1,571 $2,688
Net income available for common stockholders per share......................... $ 0.07 $ 0.11
Diluted:
Weighted, average shares outstanding for the period............................ 23,946 24,425
Net effective dilutive stock options and warrants based on the treasury stock
method using average market price............................................. 808 3,036
------ ------
Shares used in computing per share amounts..................................... 24,758 27,461
------ ------
Net income available for common stockholders................................... $1,571 $2,688
Net income per share available for common stockholders......................... $ 0.06 $ 0.10
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Six Months Ended
September 30,
-------------------
1999 2000
------- ------
(Unaudited)
<S> <C> <C>
Basic:
Weighted, average shares outstanding for the period.......................... 23,976 24,302
------- -------
Shares used in computing per share amounts................................... 23,976 24,302
------- -------
Net income available for common stockholders................................. $ 2,734 $ 6,382
Net income available for common stockholders per share....................... $ 0.11 $ 0.26
Diluted:
Weighted, average shares outstanding for the period.......................... 23,976 24,302
Net effective dilutive stock options and warrants based on the treasury stock
method using average market price........................................... 772 2,773
------- -------
Shares used in computing per share amounts................................... 24,748 27,075
------- -------
Net income available for common stockholders................................. $ 2,734 $ 6,382
Net income per share available for common stockholders....................... $ 0.11 $ 0.24
</TABLE>
9. Legal Proceedings
On August 12, 1996, IXYS and Robert McClelland, Richard A. Veldhouse and Chiang
Lam (the "Paradigm Defendants") were named (along with others subsequently
dismissed from the case) as defendants in a purported class action (entitled
Bulwa et al. v. Paradigm Technology, Inc. et al., Santa Clara County Superior
Court Case No. CV759991) brought on behalf of stockholders who purchased IXYS'
common stock between November 20, 1995 and March 22, 1996 (the "Class Period"),
prior to the Paradigm merger. The complaint asserted violations of California
Corporations Code sections 25400 and 25500 ("Sections 25400 and 25500") along
with other causes of action that have been dismissed.
On February 9, 1998 the Court certified a class consisting only of California
purchasers of IXYS' stock during the Class Period. Following the California
Supreme Court decision in Diamond Multimedia Systems, Inc. v. Superior Court, 19
Cal. 4th 1036 (1999), plaintiffs moved to modify the prior class certification
ruling to include also non-California purchasers. The Court granted this motion
on April 28, 1999.
On May 19, 1998, the law firm that filed the Bulwa, et al. action described
above filed an additional securities class action lawsuit against IXYS, Michael
Gulett, Robert McClelland, Richard A. Veldhouse and Chiang Lam, this time in the
United States District Court for the Northern District of California. The
complaint alleged violations of section 10(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the Commission Rule 10b-5 and section
20(a) of the Exchange Act. Plaintiff alleged the same class and the same
substantive factual allegations that are contained in the Bulwa, et al. action
as amended. Defendants responded to the complaint on July 27, 1998 by filing a
motion to dismiss the complaint for failure to state claims upon which relief
can be granted and for various pleading inadequacies. In lieu of opposing the
motion, plaintiff filed a first amended complaint. Defendants renewed their
motion to dismiss, and on January 20, 1999 the Court issued an order granting
the motion and dismissing plaintiff's action and entered judgment thereon. On
February 3, 1999, the Court entered an amended judgment clarifying that the
judgment is with prejudice. On March 12, 1999, plaintiff filed a notice of
appeal. Plaintiff then agreed to dismiss the appeal in exchange for defendants'
agreement not to seek to recover defendants' costs incurred in responding to the
appeal and agreement not to pursue any action against the plaintiff for having
filed the action. The appeal was dismissed with prejudice on October 25, 1999.
On September 20, 2000, IXYS counsel and counsel for the plaintiffs reached a
tentative agreement to settle the class action lawsuit in exchange for the
payment of $900,000, which amount is fully covered by insurance. Accordingly,
this contemplated settlement agreement would have no impact on IXYS' operating
results. IXYS' insurance carrier has deposited the payment into escrow, pending
final approval. The settlement is subject to the preparation and execution of
definitive settlement agreements acceptable to all parties and submission of the
documents to the court for its preliminary approval. If preliminary approval is
granted, the settlement would be further subject to the final approval of the
court following a period for comments by class members. There can be no
assurance that we will be successful in the defense of the remaining state court
lawsuit should the tentative settlement not be finalized.
9
<PAGE>
On June 22, 2000, International Rectifier Corporation ("International
Rectifier") filed an action for patent infringement against us in the United
States District Court for the Central District of California, alleging that
certain of our products sold in the United States, including but not limited to
four specified power MOSFET parts, at least five identified U.S. patents owned
by International Rectifier.
International Rectifier's complaint against IXYS alleges that the Company's
infringement of International Rectifier's patents has been and continues to be
willful and deliberate, seeks to enjoin IXYS from further infringement and
requests an award of unspecified, actual monetary damages, but no less than a
reasonable royalty on the products that IXYS sells which are claimed to infringe
International Rectifier's patents. International Rectifier also seeks to have
the claimed damages trebled. IXYS has answered the complaint, denied any
infringement and has asserted that International Rectifier's patents are invalid
and unenforceable for, among other reasons, failure of International Rectifier
to properly disclose known prior art during its prosecution of the patents in
suit, and that International Rectifier's claims are barred by reason of the
doctrines of estoppel and laches. In prior years, International Rectifier has
approached IXYS on several occasions and requested that IXYS enter into royalty-
bearing license agreements with International Rectifier, covering the technology
identified in its patents. IXYS has declined to do so, based upon its belief
that the Company's products do not infringe the International Rectifier patents.
The suit is in the early stages of discovery, and it is the Company's intent to
vigorously contest the claims of International Rectifier. It is possible that as
discovery progresses International Rectifier may expand its assertions to
include additional products IXYS sells, other than those specified in the
complaint. International Rectifier has also informed IXYS that it intends to
seek a preliminary injunction against the alleged infringement. While IXYS
believes its defenses to the infringement claims are meritorious, there can be
no assurance of a favorable outcome in this suit. In the event of an adverse
outcome, any damages awarded by the court could be materially adverse to IXYS'
financial condition and results of operations.
Discussions of additional details relating to the above-described legal
proceedings may be found in the Company's prior SEC filings and reports.
10. Subsequent Events
In October 2000, the Company completed a secondary public offering of 4,000,000
shares of the Company's common stock of which 2,000,000 shares were sold by the
Company and the 2,000,000 shares were sold by selling stockholders. The public
offering was completed as of October 27, 2000 and net proceeds to the Company
were $45.4 million.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
This discussion contains forward-looking statements, which are subject to
certain risks and uncertainties, including without limitation those described in
our Annual Report on Form 10-K, which has been filed with the Securities and
Exchange Commission (the "SEC"). Actual results may differ materially from the
results discussed in the forward-looking statements. All forward-looking
statements included in this document are made as of the date hereof, based on
the information available to us as of the date hereof, and we assume no
obligation to update any forward-looking statement.
Important factors affecting our ability to achieve future revenue growth include
whether and the extent to which demand for our products increases and reflects
real end-user demand; whether customer cancellations and delays of outstanding
orders increase; and whether we are able to manufacture in a correct mix to
respond to orders on hand and new orders received in the future; whether we are
able to achieve our new product development and introduction goals, including,
without limitation, goals for recruiting, retaining, training, and motivating
engineers, particularly design engineers, and goals for conceiving and
introducing timely new products that are well received in the marketplace; and
whether we are able to successfully commercialize our new technologies, which
we have been investing in by designing and introducing new products based on
these new technologies.
Other important factors that could cause actual results to differ materially
from those predicted include overall economic conditions, such as the economic
issues affecting Asian countries; fluctuations in currency exchange ratios as we
sell products in currencies other than the U.S. dollar; demand for electronic
products and semiconductors generally; demand for the end-user products for
which our semiconductors are suited; the level of utilization of our production
capacity; timely availability of, and changes in the cost of, raw materials,
equipment, supplies and services; unanticipated manufacturing problems; problems
in obtaining products from outside foundries that manufacture for us; increases
in production and engineering costs associated with initial manufacture of new
products; technological and product development risks; competitors' actions; and
other risk factors described in our filings with the SEC on Form 10-K.
The impact of these and other factors on our revenues and operating results in
any future period cannot be forecast with certainty. Our expense levels are
based, in part, on its expectations as to future revenues. Because our sales are
generally made pursuant to purchase orders that are subject to cancellation,
modification, quantity reduction or rescheduling on short notice and without
significant penalties, our backlog as of any particular date may not be
indicative of sales for any future period, and such changes could cause our net
sales to fall below expected levels. If revenue levels are below expectations,
operating results are likely to be materially adversely effected. Net income, if
any, and gross margins may be disproportionately affected by a reduction in net
sales because a proportionately smaller amount of our expenses varies with its
revenues.
OVERVIEW
We are a leading company in the design, development, manufacture and marketing
of high power, high performance power semiconductors. Our power semiconductors
improve system efficiency and reliability by converting electricity at
relatively high voltage and current levels into the finely regulated power
required by electronic products. We focus on the market for power semiconductors
that are capable of processing greater than 500 watts of power.
We were founded in 1983. In 1989, we acquired from ABB its semiconductor
operation in Lampertheim, Germany, now called IXYS Semiconductor GmbH. This
acquisition provided us with a strong foothold in Europe.
In 1995, we reincorporated in Delaware. Also in 1995, ABB converted
approximately $10.5 million in debt owed to it by us into our capital stock. In
January 1998, we purchased the Lampertheim facility, which had previously been
leased from ABB.
In September 1998, IXYS Corporation merged with Paradigm Technology, Inc., a
Delaware corporation that designed and marketed SRAM products, in a transaction
accounted for as a reverse merger. In the merger, Paradigm issued Paradigm
common stock in exchange for all outstanding shares of our capital stock. At the
conclusion of the merger, IXYS stockholders held approximately 96% of the
combined company, and the historic accounting records of IXYS became those of
the combined company. Accordingly, Paradigm formally changed its name to "IXYS
Corporation."
In May 2000, we acquired Directed Energy Inc. ("Directed Energy"), which gave us
added scientific expertise and additional products related to laser diode
drives, high voltage pulse generators and modulators. In connection with this
acquisition, we issued 250,370 shares of our common stock to the former
shareholders of Directed Energy.
The semiconductor industry is cyclical and has from time to time experienced
depressed business conditions. The semiconductor industry has historically
experienced a decrease in average selling prices of products over time. From
1996 through 1998, the semiconductor industry experienced worldwide
overcapacity, which caused prices to erode and was accompanied by a slowdown
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in the demand for semiconductors. Additionally, a number of factors can result
in quarter to quarter fluctuations in operating results, including: the
reduction, rescheduling or cancellation of orders by customers; fluctuations in
the timing and amount of customer requests for product shipments; fluctuations
in the manufacturing yields and significant yield losses; and availability of
production capacity.
In fiscal year 2000, net revenues derived from North American and international
sales represented approximately 37.8% and 62.2%, respectively, of our net
revenues. Of our international sales, approximately 47.6% of our net revenues
were derived from sales in Europe and the Middle East and 14.6% of our net
revenues were derived from sales in Asia. No single end customer accounted for
more than 10% of our net revenues in fiscal year 2000. We do not hedge our
foreign currency transactions. Accordingly, although many of our sales and
expenses occur in the same currency, translation of foreign currencies into U.S.
dollars may negatively impact us.
We relied on external foundries for approximately 50% of our wafer fabrication
requirements in fiscal year 2000, and our utilization of external foundries is
expected to grow. We have arrangements with four external wafer foundries, two
of which produce substantially all of the wafers provided to the Company by
external foundries. Our principal external foundry is Samsung Electronics'
facility located in Kiheung, South Korea. Our relationship with Samsung
Electronics extends over 16 years. We provide our foundries forecasts for wafer
fabrication six months in advance and make firm purchase commitments one to two
months in advance of delivery. Other than these firm commitments, we do not have
any obligations to order any minimum quantities.
On July 6, 2000, our board of directors approved a two-for-one stock split of
the outstanding shares of our common stock to be effected in the form of a stock
dividend to be payable to all stockholders of record on the close of business on
July 20, 2000. On August 10, 2000, we effectuated the stock split by issuing
one additional share of our common stock for each outstanding share of our
common stock held by each stockholder of record on the close of business on July
20, 2000.
We filed with the SEC a Registration Statement on Form S-3 (the "S-3") on
September 18, 2000, Amendment No. 1 to the S-3 on September 27, 2000, Amendment
No. 2 to the S-3 on September 29, 2000 and Amendment No. 3 to the S-3 on October
23, 2000 in connection with a secondary public offering of 4,000,000 shares of
our Common Stock, 2,000,000 shares of which were sold by us and the other
2,000,000 shares of which were sold by selling stockholders.
On October 27, 2000, we completed this public offering. The shares were offered
at an offering price of $24.50 per share, and the net proceeds from the offering
were approximately $45.5 million after deducting the underwriters discounts and
commissions and estimated offering expenses of approximately $800,000. We
expect to use the net proceeds from this offering for the repayment of existing
bank debt, the purchase of wafer fabrication, assembly and test equipment, the
possible acquisition of or investment in complementary products, businesses or
technologies and working capital and general corporate purposes. IXYS
management will have broad discretion in applying a substantial portion of the
net proceeds from the offering. Pending such application, the net proceeds from
the offering will be invested in investment grade, interest bearing instruments.
Except where specifically identified, the discussion below does not take into
account the effect of this offering.
RESULTS OF OPERATIONS
Three and Six Month Periods Ended September 30, 2000
Net Revenues. Net revenues for the three months ended September 30, 2000 were
$26.9 million, an increase of 54.6% from the $17.4 million reported in the same
period of the prior fiscal year. Net revenues for the six months ended September
30, 2000 were $50.2 million, an increase of 45.5% from the $34.5 million
reported in the same period of the prior fiscal year. International net revenues
were $11.2 million, or 41.7% of total net revenues, for the three month period
ended September 30, 2000, as compared to $8.8 million, or 50.6% of total net
revenues, for the same period in the prior fiscal year. International net
revenues were $22.4 million, or 44.6% of total net revenues, for the six month
period ended September 30, 2000, as compared to $17.3 million, or 50.1% of total
net revenues, for the same period in the prior fiscal year. The increases in net
revenues in both the three month and six month periods were primarily
attributable to an increase in unit sales volume, partially offset by a slight
decrease in average selling prices. We believe that the increase in unit sales
volume was largely attributable to increased demands for power conversion
systems for communications infrastructure applications.
Gross Profit. Gross profit for the three months ended September 30, 2000 was
$9.6 million, or 35.8% of net revenues, as compared to $6.3 million, or 36.4% of
net revenues, for the same period of the prior fiscal year. Gross profit for the
six months ended September 30, 2000 was $17.9 million, or 35.6% of net revenues,
as compared to $12.0 million, or 34.7% of net revenues, for the same period of
the prior fiscal year. The increase was primarily due to an increase in
manufacturing efficiencies as units sold increased by approximately 96.2% and
68.5% for the three and six month periods respectively, partially offset by a
decline in average selling prices of 21.3% and 13.6% for the three and six month
periods respectively.
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Research, Development and Engineering. R&D expenses were $1.2 million, or 4.5%
of net revenues, in the three months ended September 30, 2000, compared to $1.1
million, or 6.4% of net revenues, in the same period of the prior fiscal year.
R&D expenses were $2.4 million, or 4.7% of net revenues, in the six months ended
September 30, 2000, compared to $2.4 million, or 6.9% of net revenues, in the
same period of the prior fiscal year. R&D expenses represented a declining
percentage of net revenues as a result of R&D expenses remaining relatively
constant while revenues increased.
Selling, General and Administrative. SG&A expenses increased to approximately
$3.5 million, or 13.1% of net revenues, in the three months ended September 30,
2000, compared to $2.7 million, or 15.7% of net revenues, in the same period of
the prior fiscal year. SG&A expenses increased to approximately $6.5 million, or
13.0% of net revenues, in the six months ended September 30, 2000, compared to
$5.6 million, or 16.1% of net revenues, in the same period of the prior fiscal
year. The dollar increase in SG&A expenses in both the three month and six month
periods relative to the same periods of the prior fiscal year were primarily
related to increased selling costs on the higher revenues. The declining
percentages in both the three month and six month periods relative to the same
periods of the prior fiscal year were primarily the result of SG&A expenses
increasing less rapidly than net revenues between the comparative periods.
Other Income (Expense), Net. Other income (expense), net, including effects of
foreign currency transactions, increased to ($0.6 million) during the three
months ended September 30, 2000, compared to ($0.1 million) in the same period
of the prior fiscal year. Other income (expense), net, including effects of
foreign currency transactions, increased to $1.3 million during the six months
ended September 30, 2000, compared to ($0.1 million) in the same period of the
prior fiscal year. The decrease in income (expense), net, during the three month
period ended September 30, 2000 relative to the same period of the prior fiscal
year was caused primarily by write offs of foreign currency translations. The
increase in income (expense), net, during the six month period ended September
30, 2000 relative to the same period of the prior fiscal year was caused
primarily by a one time payment for a technology licensing agreement, partially
offset by accruals of anticipated legal expenses and write offs of foreign
currency translations.
Provision for Income Taxes. Our effective tax rate was 38.0% for the three
months ended September 30, 2000, as compared to 34.9% in the same period of the
prior fiscal year. Our effective tax rate was 38.0% for the six months ended
September 30, 2000, as compared to 31.0% in the same period of the prior fiscal
year. The effective tax rate in both the three and the six month period ended
September 30, 2000 relative to the same periods in the prior fiscal increased as
a result of the exhaustion of all net operating loss carryforwards in the prior
fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
We have financed our operations to date through the sale of equity, lease
financing and bank borrowings. As of September 30, 2000, total cash and cash
equivalents were $12.0 million ($0.4 million restricted and $11.6 million
unrestricted cash and cash equivalents), a total increase of $2.2 million ($0.1
million restricted and $2.1 million unrestricted cash and cash equivalents) from
total cash and cash equivalents of $9.8 million ($0.3 million restricted and
$9.5 million unrestricted cash and cash equivalents) at March 31, 2000. The
increase in cash and cash equivalents was primarily due to cash generated from
operations.
Net cash used in operating activities was $4.6 million for the six month period
ended September 30, 2000, compared to $2.9 million in the same period of the
prior fiscal year. Working capital increased to $35.9 million at September 30,
2000, compared to $29.8 million at March 31, 2000.
There are two line of credit facilities available to us. In the United States,
we have a line of credit with a U.S. bank that consists of a $5.0 million
commitment amount that is available through December 2000. The line bears
interest at the bank's prime rate (9.5% at September 30, 2000). The line is
collateralized by certain assets and contains certain general and financial
covenants. At September 30, 2000, we had drawn $2.1 million against such line
of credit.
In Germany, at September 30, 2000, we had a line of credit with a German bank
that consisted of a $5.0 million commitment amount without any outstanding
balance. This line supports a letter of credit facility.
In July 2000, a German bank issued to us a commitment letter for DM 7.5 million
($3.3 million) equipment lease facility. Our existing equipment leases (DM 4.9
million at September 30, 2000) are charged against the facility. The equipment
leases provide financing at varying pricing for periods up to 48 months. In
addition to the rights to the equipment, the bank holds a security interest in
other assets and up to DM 1.0 million deposited with the bank.
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In July 2000, the same commitment letter discussed above, the bank also
committed to loan to us up to DM 9.9 million ($4.4 million) for a wafer
fabrication facility in Germany, including leasehold improvements, clean room
construction and fabrication, computer and office equipment. We have not drawn
any amounts under this commitment. The security interest of the bank under the
equipment lease facility also secures this line.
Our accounts receivable at September 30, 2000 were $19.6 million, an increase of
18.5% as compared to June 30, 2000. Our inventories at September 30, 2000 were
$24.9 million, an increase of 3.8% as compared to June 30, 2000. Net plant and
equipment at September 30, 2000 were $11.2 million, an increase of 3.9% as
compared to June 30, 2000.
We believe that the cash generated from operations and banking facilities,
together with the net proceeds of our secondary public offering that were
received in the third quarter of fiscal year 2000, will be sufficient to meet
our cash requirements for at least the next 18 months. From time to time, we
consider acquisitions and strategic investments. To the extent that our
available funds are insufficient to meet our capital requirements, we will be
required to raise additional funds. There can be no assurance that additional
financing will be available on acceptable terms. The lack of such financing, if
needed, would have a material adverse effect on our business, financial
condition and results of operations.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standard 133 ("SFAS No. 133"), "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 133 will require us to
recognize all derivatives on its balance sheet at fair value. SFAS No. 133
requires that derivative instruments used to hedge be identified specifically as
to assets, liabilities, firm commitments or anticipated transactions and
measured as to effectiveness and ineffectiveness when hedging changes in fair
value or cash flows. Derivative instruments that do not qualify as either a fair
value or cash flow hedge will be valued at fair value with the resultant gain or
loss recognized in current earnings. Changes in the effective portion of fair
value hedges will be recognized in current earnings along with the change in
fair value of the hedged item. Changes in the effective portion of the fair
value of cash flow hedges will be recognized in other comprehensive income until
realization of the cash flows of the hedged item through current earnings. Any
ineffective portion of hedges will be recognized in current earnings.
In June 1999, the FASB issued SFAS No. 137, "Deferral of the Effective Date of
FASB Statement No. 133," to defer for one year the effective date of
implementation of SFAS No. 133. SFAS No. 133, as amended by SFAS No. 137, is
effective for fiscal years beginning after June 15, 2000, with earlier
application encouraged. We are in the process of evaluating the requirements of
SFAS No. 133, but do not expect this pronouncement to materially impact our
financial position or results of operations.
In December 1999, the SEC issued Staff Accounting Bulletin No. 101 ("SAB 101"),
"Revenue Recognition in Financial Statements." SAB 101 summarizes certain of the
SEC's views in applying generally accepted accounting principles to revenue
recognition in financial statements. In June 2000, the SEC issued SAB No. 101B
to defer the effective date of implementation of SAB No. 101 with earlier
application encouraged. We do not expect the adoption of SAB 101 to have a
material effect on our financial position or results of operations.
In March 2000, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation: An Interpretation of APB Opinion No. 25," ("FIN 44"). FIN 44
clarifies the definition of an employee for purposes of applying Accounting
Practice Board Opinion No. 25, "Accounting for Stock Issued to Employees," ("APB
25"), the criteria for determining whether a plan qualifies as a noncompensatory
plan, the accounting consequence of various modifications to the terms of a
previously fixed stock option or award, and the accounting for an exchange of
stock compensation awards in a business combination. This interpretation is
effective July 1, 2000, but we do not expect the adoption of this interpretation
to have a material effect on our financial position or results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF RISK
There has been no change to the quantitative and qualitative disclosures of risk
made in our Report on Form 10-K, as amended, for the fiscal year ended March 31,
2000.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On August 12, 1996, IXYS and Robert McClelland, Richard A. Veldhouse and Chiang
Lam (the "Paradigm Defendants") were named (along with others subsequently
dismissed from the case) as defendants in a purported class action (entitled
Bulwa et al. v. Paradigm Technology, Inc. et al., Santa Clara County Superior
Court Case No. CV759991) brought on behalf of stockholders who purchased IXYS'
common stock between November 20, 1995 and March 22, 1996 (the "Class Period"),
prior to the Paradigm merger. The complaint asserted violations of California
Corporations Code sections 25400 and 25500 ("Sections 25400 and 25500") along
with other causes of action that have been dismissed.
On February 9, 1998 the Court certified a class consisting only of California
purchasers of IXYS' stock during the Class Period. Following the California
Supreme Court decision in Diamond Multimedia Systems, Inc. v. Superior Court, 19
Cal. 4th 1036 (1999), plaintiffs moved to modify the prior class certification
ruling to include also non-California purchasers. The Court granted this motion
on April 28, 1999.
On May 19, 1998, the law firm that filed the Bulwa, et al. action described
above filed an additional securities class action lawsuit against IXYS, Michael
Gulett, Robert McClelland, Richard A. Veldhouse and Chiang Lam, this time in the
United States District Court for the Northern District of California. The
complaint alleged violations of section 10(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the Commission Rule 10b-5 and section
20(a) of the Exchange Act. Plaintiff alleged the same class and the same
substantive factual allegations that are contained in the Bulwa, et al. action
as amended. Defendants responded to the complaint on July 27, 1998 by filing a
motion to dismiss the complaint for failure to state claims upon which relief
can be granted and for various pleading inadequacies. In lieu of opposing the
motion, plaintiff filed a first amended complaint. Defendants renewed their
motion to dismiss, and on January 20, 1999 the Court issued an order granting
the motion and dismissing plaintiff's action and entered judgment thereon. On
February 3, 1999, the Court entered an amended judgment clarifying that the
judgment is with prejudice. On March 12, 1999, plaintiff filed a notice of
appeal. Plaintiff then agreed to dismiss the appeal in exchange for defendants'
agreement not to seek to recover defendants' costs incurred in responding to the
appeal and agreement not to pursue any action against the plaintiff for having
filed the action. The appeal was dismissed with prejudice on October 25, 1999.
On September 20, 2000, IXYS counsel and counsel for the plaintiffs reached a
tentative agreement to settle the class action lawsuit in exchange for the
payment of $900,000, which amount is fully covered by insurance. Accordingly,
this contemplated settlement agreement would have no impact on our operating
results. Our insurance carrier has deposited the payment into escrow, pending
final approval. The settlement is subject to the preparation and execution of
definitive settlement agreements acceptable to all parties and submission of the
documents to the court for its preliminary approval. If preliminary approval is
granted, the settlement would be further subject to the final approval of the
court following a period for comments by class members. There can be no
assurance that we will be successful in the defense of the remaining state court
lawsuit should the tentative settlement not be finalized.
On June 22, 2000, International Rectifier Corporation ("International
Rectifier") filed an action for patent infringement against us in the United
States District Court for the Central District of California, alleging that
certain of our products sold in the United States, including but not limited to
four specified power MOSFET parts, at least five identified U.S. patents owned
by International Rectifier.
International Rectifier's complaint against us alleges that our infringement of
International Rectifier's patents has been and continues to be willful and
deliberate, seeks to enjoin us from further infringement and requests an award
of unspecified, actual monetary damages, but no less than a reasonable royalty
on the products that we sell which are claimed to infringe International
Rectifier's patents. International Rectifier also seeks to have the claimed
damages trebled. We have answered the complaint, denied any infringement and
have asserted that International Rectifier's patents are invalid and
unenforceable for, among other reasons, failure of International Rectifier to
properly disclose known prior art during its prosecution of the patents in suit,
and that International Rectifier's claims are barred by reason of the doctrines
of estoppel and laches. In prior years, International Rectifier has approached
us on several occasions and requested that we enter into royalty-bearing license
agreements with International Rectifier, covering the technology identified in
its patents. We has declined to do so, based upon our belief that our products
do not infringe the International Rectifier patents. The suit is in the early
stages of discovery, and it is our intent to vigorously contest the claims of
International Rectifier. It is possible that as discovery progresses
International Rectifier may expand its assertions to include additional products
we sell, other than those specified in the complaint. International Rectifier
has also informed us that it intends to seek a preliminary injunction against
the alleged infringement. While we believe our defenses to the
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infringement claims are meritorious, there can be no assurance of a favorable
outcome in this suit. In the event of an adverse outcome, any damages awarded by
the court could be materially adverse to our financial condition and results of
operations.
Discussions of additional details relating to the above-described legal
proceedings may be found in our prior SEC filings and reports.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
On August 11, 2000, we received notification from The Nasdaq Stock Market, Inc.
that our common stock had received approval for listing on the Nasdaq National
Market. Our common stock began trading on the Nasdaq National Market on August
21, 2000 under the symbol SYXI.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) See Index to Exhibits.
(b) The Company filed a Current Report on Form 8-K on October 18, 2000 to
announce financial results for the three and six month periods ended
September 30, 2000.
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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.
IXYS CORPORATION
By: /s/ Arnold P. Agbayani
-------------------
Arnold Agbayani, Vice President of
Finance and Administration and Chief
Financial Officer
(Principal Financial Officer)
Date: November 14, 2000
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Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Description
---------- -----------
<C> <S>
3.1 Amended and Restated Certificate of Incorporation of the
Registrant. (1)
3.2 Certificate of Amendment of Amended and Restated Certificate of
Incorporation (regarding increased authorization and reverse stock
split). (2)
3.3 Certificate of Amendment of Amended and Restated Certificate of
Incorporation (regarding increased authorization and reverse stock
split). (3)
3.4 Certificate of Amendment of Amended and Restated Certificate of
Incorporation (regarding name change). (3)
3.5 Certificate of Correction to Certificate of Amendment of IXYS
Corporation (regarding capital structure of the Company). (4)
3.6 Amended and Restated Bylaws of the Registrant. (5)
10.1 Amended and Restated Promissory Note, dated September 15, 2000
executed by Nathan Zommer and acknowledged and agreed to by IXYS
USA, Inc. (6)
10.2 Amended and Restated Promissory Note, dated September 15, 2000
executed by Arnold P. Agbayani and acknowledged and agreed to by
IXYS USA, Inc. (6)
10.3 Amended and Restated Pledge Agreement, dated September 15, 2000
executed by Nathan Zommer and acknowledged and agreed to by IXYS
USA, Inc. (6)
10.4 Amended and Restated Promissory Note, dated September 15, 2000
executed by Arnold P. Agbayani and acknowledged and agreed to by
IXYS USA, Inc. (6)
10.5 Commitment Letter from Commerzbank, Akteingesellschaft, Mannheim
Branch to IXYS Semiconductor GmbH, dated July 28, 2000, with
English language translation. (6)
10.6 General Business Conditions with regards to Commitment Letter from
Commerzbank, Akteingesellschaft, Mannheim Branch to IXYS
Semiconductor GmbH, dated July 28, 2000, with English language
translation. (6)
27.1 Financial Data Schedule.
</TABLE>
(1) Filed as an Annex or Exhibit to the Joint Proxy Statement/Prospectus
forming part of the Registration Statement on Form S-4 of Paradigm
Technology, Inc., as amended (Registration No. 333-57003) and incorporated
herein by reference.
(2) Filed as an Exhibit to the Company's Registration Statement on Form S-4/A
(Registration No. 333-57003), filed June 29, 1998 and incorporated herein
by reference.
(3) Filed as an Exhibit to the Quarterly Report on Form 10-Q for the period
ended September 30, 1998 and incorporated herein by reference.
(4) Filed as an Exhibit to Form 8-A/A, filed September 15, 2000 and
incorporated herein by reference.
(5) Filed as an Exhibit to the Quarterly Report on Form 10-Q for the period
ended December 31, 1998 and incorporated herein by reference.
(6) Filed as an Exhibit to Amendment No. 3 to the Company's Registration
Statement on Form S-3 (Registration No. 333-46028), filed October 23, 2000
and incorporated herein by reference.
18
