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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 29, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-27016
ROSS TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 74-2507960
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5316 Highway 290 West, Suite 500
Austin, Texas 78735-8930
(512) 436-2000
(Address and Telephone Number of Principal Executive Offices)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[X] Yes [ ] No
Number of shares outstanding of each of the issuer's classes of common stock,
as of October 1, 1997: $.001 par value, 23,563,001 shares.
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ITEM 5. OTHER INFORMATION
As previously reported in a Current Report on Form 8-K dated September
30, 1997, on that date the Company concluded a recapitalization transaction
with Fujitsu whereby the Company issued 500,000 shares of a new Series B
Convertible Preferred Stock to Fujitsu and Fujitsu paid $50 million on behalf
of the Company to DKB in partial payment of the Company's outstanding
indebtedness to DKB in satisfaction of Fujitsu's obligation pursuant to certain
loan guarantees provided by Fujitsu to DKB. On a pro forma basis, after giving
effect to the recapitalization transaction, as if it occurred on September 29,
1997, the Company's total stockholders' equity would have been $21.1 million.
The Company also paid approximately $.9 million of accrued interest
outstanding on the $50 million of indebtedness.
In connection with the recapitalization transaction, Fujitsu agreed to
facilitate (through a guarantee, which has since been provided) a line of
credit for the Company from DKB up to a maximum of $20 million. As of October
28, 1997, the Company had borrowed $6 million against such line of credit.
Reference is hereby made to the Current Report on Form 8-K dated
September 30, 1997 for details of the foregoing transactions.
As disclosed on the Form 10-Q dated August 12, 1997, on July 14,
1997, the Company received notification from the Nasdaq Stock Market, Inc.
("Nasdaq") that the Company did not comply with the net tangible asset
requirement for continued listing on the Nasdaq National Market. Consequently,
Nasdaq requested that the Company provide it with plans for complying with the
net tangible asset requirement ($4 million in the Company's case). In the event
that the Company could not meet the net tangible asset requirement, the
Company's common stock was subject to delisting from the Nasdaq National
Market. Upon concluding the recapitalization on September 30, 1997, as of that
date, the Company met the net tangible asset requirement. Accordingly, per the
letter dated October 8, 1997, Nasdaq formally notified the Company that it was
found to be in compliance with all requirements necessary for continued listing
on the Nasdaq National Market.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ROSS TECHNOLOGY, INC.,
a Delaware corporation
Date: November 20, 1997 /s/ F. S. (KIT) WEBSTER III
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F. S. (KIT) WEBSTER III
Chief Financial Officer
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