SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 27, 1998
ROSS TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-27016 74-2507960
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5316 Highway 290 West, First Floor, Austin, Texas 78735
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (512) 436-2000
<PAGE>
Item 5. Other Events.
Pursuant to an asset purchase and license agreement (the "Asset Purchase
and License Agreement") dated July 10, 1998 between ROSS Technology (the
"Company) and Fujitsu Limited ("Fujitsu"), the holder of a majority of the
outstanding shares of the Company's Common Stock and the holder of all
outstanding shares the Company's Preferred Stock, the Company has sold (the "IP
Sale") certain intellectual property rights to Fujitsu for $7.6 million (with a
royalty-free license back to the Company for certain of those rights). The IP
Sale was consummated on July 27, 1998 upon remittance of $7.6 million from
Fujitsu to the Company. The intellectual property acquired by Fujitsu under the
Asset and License Agreement (the "Acquired IP") included (a) intellectual
property relating to the DANlite1, DANlite2 and DANlite3 microprocessor cores;
(b) intellectual property relating to the Colorado 4 microprocessor; (c) certain
intellectual property relating to the HyperSPARC(TM) module and test programs
and photon test bus; (d) certain intellectual property relating to the 64-bit
Viper development project; and (e) four patents relating the Company's 32-bit
microprocessor designs. The Acquired IP does not include all of the intellectual
property relating to the Company's 64-bit Viper development project. The
consideration paid by Fujitsu included consideration for the termination of
Fujitsu's obligations to pay future royalties to the Company for Fujitsu's
proposed use of the DANlite microprocessor core in a new product currently under
development by Fujitsu.
The foregoing description of the Asset Purchase and License Agreement is
qualified in its entirety by reference to the Asset Purchase and License
Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated
herein in its entirety by reference.
A pro forma condensed consolidated balance sheet of the Registrant which
reflects the IP Sale is attached hereto as Exhibit 99.1 and incorporated herein
in its entirety by reference. The attached pro forma condensed balance sheet
does not reflect any adjustments related to the Company's previously announced
plans to liquidate and dissolve.
The Company does not believe there will be any assets or funds available
for distribution to preferred or common stock holders in connection with its
liquidation and dissolution.
Item 7. Exhibits.
10.1 Asset Purchase and License Agreement between the Registrant and
Fujitsu Limited dated July 10, 1998.
99.1 Pro Forma Condensed Consolidated Balance Sheet of the Registrant
as of March 30, 1998.
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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 hereunto duly authorized.
ROSS TECHNOLOGY, INC.
Date: August 11, 1998
By: /s/ Francis S. (Kit) Webster III
--------------------------------
Francis S. (Kit) Webster III
Chief Financial Officer
<PAGE>
Exhibit Index
Exhibit Description
10.1 Asset Purchase and License Agreement between the Registrant and
Fujitsu Limited dated July 10, 1998.
99.1 Pro Forma Condensed Consolidated Balance Sheet of the Registrant
as of March 30, 1998.
<PAGE>
EXHIBIT 10.1
ASSET PURCHASE AND LICENSE AGREEMENT
THIS ASSET PURCHASE AND LICENSE AGREEMENT (this "Agreement") is made as
of July 10, 1998 (the "Effective Date"), by and between ROSS Technology, Inc.
("Seller") and Fujitsu Limited ("Buyer"; and together with Seller, the
"Parties").
RECITALS
A. Seller wishes to sell to Buyer, and Buyer wishes to purchase from
Seller, certain assets of Seller on the terms, and subject to the conditions,
set forth herein.
B. In connection with such purchase and sale, Seller and Buyer wish to
terminate all obligations of Buyer under the Development Agreement between Buyer
and Seller, dated as of March 31, 1997 (the "DANlite 1 Development Agreement"),
under which certain of the assets were developed, including, without limitation,
Buyer's royalty obligations pursuant to Section 4 thereof.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the terms and
conditions set forth herein, the Parties hereby agree as follows:
1. Transfer Of Assets.
------------------
1.1. Transfer. Upon the terms and subject to all of the conditions
contained herein, Seller hereby sells, assigns, and transfers to Buyer, and
Buyer hereby purchases from Seller, all of Seller's Intellectual Property Rights
in and to the assets set forth on attached Exhibit A (collectively, the
"Assets"), including, without limitation, all assets developed through the date
hereof pursuant to the DANlite 1 Development Agreement or the Development
Agreement between Buyer and Seller dated April 29, 1998. For purposes of this
Agreement, the term "Intellectual Property Rights" shall mean all Patents, Trade
Secrets, Copyrights, moral rights, mask work rights, rights in data bases and
other industrial property and intellectual rights, whether arising under the
laws of the United States or any other jurisdiction, including all rights or
causes of action for infringement or misappropriation of any of the foregoing,
and the following related terms shall have the following meanings: (a) "Patents"
shall mean all right, title, and interest in letters patent or equivalent rights
(including utility patent, design patent and utility model rights) and
applications, including any reissue, extension, division, continuation, or
continuation-in-part applications throughout the world; (b) "Trade Secrets"
shall mean all right, title, and interest in all trade secrets arising under
common law, state law, federal law, or laws of any foreign country; and (c)
"Copyrights" shall mean all copyrights, including copyright registrations and
applications for copyright registration throughout the world. With respect to
Assets containing or utilizing any software, firmware, microcode or other
Copyrighted material or works of authorship which are owned (including as a
joint owner) by Seller, Seller hereby sells, assigns, and transfers all of the
foregoing to Buyer, including any improvements, modifications and derivative
works thereof and any flow charts, program listings, programmer notes, manuals
and other documentation therefor.
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1.2. Delivery. Promptly, and in any event within ten (10) days after the
date of this Agreement, Seller shall deliver to Buyer the Assets and all
designs, documentation, drawings, schematics, layout databases, descriptions,
specifications, data sheets, functional models, test vectors, test suites, other
diagnostic programs and materials, bills of materials, lab notebooks, technical
data and other know-how in tangible form relating to the design, development,
manufacture, testing, operation, or support thereof or otherwise imbodying
Seller's Intellectual Property Rights with respect thereto (collectively, the
"Deliverables"). All of the foregoing shall be delivered F.O.B. Seller's
facility in Austin, Texas, accompanied by a bill of sale and written statement
listing all of the Deliverables (in form and substance reasonably satisfactory
to Buyer).
1.3. Acceptance. Upon delivery of the Deliverables pursuant to Section
1.2, Buyer, with the assistance of Seller, if requested by Buyer, will review
each Deliverable to determine, in its reasonable good faith judgment, whether
the Deliverable is complete, free of material defects in material and
workmanship and conform to applicable specifications. Within five (5) days after
delivery, Buyer will provide Seller with either written acceptance of such
Deliverable or a statement of non-acceptance setting forth the items to be
supplemented, corrected or changed. If no notice is delivered within such five
(5) day period, the Deliverables will be conclusively deemed to have been
accepted. Seller will promptly address the indicated deficiencies and re-deliver
the subject Deliverable to Buyer within five (5) days, or such longer period as
Buyer and Seller agree is reasonable under the circumstances. Promptly after
such re-delivery, Buyer will provide Seller with either written acceptance or
non-acceptance. This procedure will be repeated until Buyer accepts the
Deliverables. Title to the Deliverables shall pass to Buyer upon payment to
Seller in accordance with Section 4 hereof. Fujitsu may, in its discretion,
accept a Deliverable which is not complete, free of material defects in material
and workmanship and/or in conformance with Buyer's specifications for purposes
of making the payment under Section 4 but subject to specified deficiencies in
such Deliverable being addressed following payment as provided above.
2. Transfer of Patents.
--------------------
2.1. Transfer. Upon the terms and subject to all of the conditions
contained herein, Seller hereby sells, assigns, and transfers to Buyer, and
Buyer hereby purchases from Seller, the United States Patents described on
attached Exhibit B (collectively, the "Transferred Patents").
2.2. Delivery; Further Assurances. Promptly, and in any event within
five (5) days after the date of this Agreement, Seller shall deliver to Buyer
all wrapper documents currently in its possession, relating to Transferred
Patents and will execute and deliver any and all documents (including, without
limitation, an assignment in the form of attached Exhibit C) that are reasonably
necessary or appropriate to register transfer of the Transferred Patents from
Seller to Buyer or to demonstrate or evidence Buyer's right to prosecute related
applications in the United States or any foreign jurisdiction.
3. Termination of DANlite 1 Development Agreement.
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Effective as of the first date on which all of Seller's obligations
under Sections 1 and 2, and all of Buyer's obligations under Section 4, have
been satisfied in full (the "Effective Date"),
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and notwithstanding Section 13.3(c) of DANlite 1 Development Agreement, the
DANlite 1 Development Agreement is hereby terminated and shall be of no further
force and effect, except that the indemnities under Section 10.3 and the
provisions of Sections 9 and 11 of the DANlite 1 Development Agreement shall
survive such termination. Effective as of the Effective Date, Buyer shall be
deemed to have satisfied in full all of its accrued and yet to accrue royalty
obligations under Section 4 of the DANlite 1 Development Agreement and Buyer
shall have no further obligation whatsoever to Seller to make any royalty or
other payments thereunder. The portion of the Purchase Price allocated to the
Assets set forth in Roman Numeral I of Exhibit A includes the amount payable to
Seller in consideration of the termination of the DANlite 1 Development
Agreement and the satisfaction in full of Buyer's payment obligations
thereunder.
4. Payment.
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4.1. Payment of Purchase Price. Subject to Seller's due performance of
its obligations under Sections 1 and 2 and Fujitsu's acceptance of the
Deliverables in accordance to Section 1.3, as full consideration for (a) the
sale, assignment, transfer and delivery of the Assets and the Transferred
Patents by Seller to Buyer as set forth in Sections 1 and 2 and (b) the
termination of the DANlite 1 Development Agreement as set forth in Section 3,
including, without limitation, all of Buyer's obligations thereunder, Buyer
hereby agrees to pay to Seller SEVEN MILLION SIX HUNDRED THOUSAND DOLLARS
(US$7,600,000) (the "Purchase Price"), such payment to be made in immediately
available funds within three (3) weeks after acceptance by Buyer of the
Deliverables in accordance with Section 1.3. Such payment shall be made by wire
transfer to the bank account designated by Seller in writing (which designation
shall be made by Seller no later than ten (10) days after the date of this
Agreement). Separate pricing for each Asset and Transferred Patent is set forth
in attached Exhibits A and B, but no payment shall be due hereunder until all
obligations of Seller under Sections 1 and 2 have been satisfied in full (and
the Deliverables accepted in accordance with Section 1.3. If payment is not made
hereunder on or prior to August 1, 1998, then this Agreement may be terminated
by either Party upon written notice to the other Party in which case (i) this
Agreement shall be deemed null and void, effective upon the receipt of such
election to terminate and (ii) Buyer shall promptly return to Seller any
Deliverables previously delivered to Buyer under this Agreement.
4.2. Taxes, Etc. The Purchase Price shall be the total amount payable by
Buyer hereunder, and Buyer shall be entitled to withhold therefrom any taxes,
fees, duties, levies or other charges of any kind now or hereafter imposed by
any Japanese or U.S. federal, state or local governmental entity (other than
income or similar taxes) in respect of the purchase and sale of the Assets
hereunder and which Buyer is required by law to withhold.
5. License.
--------
5.1. License Grant. Subject to the terms and conditions of this
Agreement and effective as of the Effective Date, Buyer hereby grants to Seller
a limited, non-exclusive, paid-up, royalty-free, perpetual, irrevocable (except
as provided below) license, without the right to grant sublicenses, under the
Intellectual Property Rights applicable to the Assets set forth in Roman
Numerals II and III of attached Exhibit A solely to make, use, sell and import
products
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currently being marketed, or previously marketed, by Seller. For purposes of
this Agreement, the foregoing license shall be referred to as the "License."
Except as expressly set forth in this Section 5, Seller shall have no other
right or license, express or implied, with respect to the Assets or Transferred
Patents and all rights in the Assets and Transferred Patents are reserved by
Buyer.
5.2. Transfer. The License shall not be assignable or otherwise
transferable by Seller, whether voluntarily, by operation of law or otherwise,
without the prior written consent of Buyer; provided, however, that such consent
will not be unreasonably withheld by Buyer as to the proposed assignment of the
License to a successor-in-interest of Seller formed for the purpose of
continuing the commercial exploitation of Seller's past and present products.
Seller hereby acknowledges that the License is personal to Seller and that any
purported transfer or assignment of the License and/or this Agreement in
violation of this Section 5.2 would materially impair the value of the Assets to
Buyer. Accordingly, any attempted assignment of the License and/or this
Agreement by Seller without Buyer's consent shall be null and void and shall
constitute a material breach of this Agreement for which there will be no cure
period and, upon which, the License shall terminate, provided, however, that
notwithstanding such termination the License shall continue in effect solely to
the extent necessary to permit the party making the attempted assignment to
provide ongoing maintenance and support of products sold and delivered to
customers prior to the date of such attempted assignment).
6. Warranties.
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6.1. Seller's Warranties. Seller represents and warrants that (a) it has
the full corporate power and authority to enter into this Agreement and to
convey the rights conveyed to Buyer hereunder; (b) this Agreement has been duly
executed and delivered by Seller and constitutes a legally valid and binding
obligation of Seller, enforceable against Seller in accordance with its terms,
except to the extent that enforceability may be limited by applicable
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally and subject to general principles of equity (regardless of
whether such enforcement is considered in a proceeding at law or at equity); (c)
it has good and marketable title to the Assets and Intellectual Property Rights,
free and clear of all mortgages, liens, loans and encumbrances; (d) to the best
of Seller's knowledge, the Assets and Intellectual Property Rights do not
infringe any Intellectual Property Rights of others; and (e) Seller does not own
or control, in whole or in part, any rights in any other patents, patent
applications or other intellectual property, the claims of which would dominate
the claims of any of the Assets and Intellectual Property Rights. Seller shall
not settle any claim, suit, proceeding or action arising out of or relating to
any breach (or any claim that, if true, would be a breach) of the foregoing
warranties without the prior written consent of Buyer, which shall not be
unreasonably withheld. Seller's representations and warranties set forth in
clauses (d) and (e) shall expire six (6) months after the Effective Date and
shall thereafter be of no further force or effect. In addition, Seller's maximum
liability to Buyer for any breach of its representations and warranties
hereunder shall be the Purchase Price. In no event shall Seller be required to
obtain a bond or other assurance of performance as to the contingent liability
represented by its obligation under the foregoing representations and
warranties.
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6.2. Buyer's Warranties. Buyer represents and warrants that (a) it has
the full corporate power and authority to enter into this Agreement and to
perform its obligations hereunder, and (b) this Agreement constitutes a legally
valid and binding obligation of Buyer, enforceable against Buyer in accordance
with its terms, except to the extent that enforceability may be limited by
applicable bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally and subject to general principles of equity
(regardless of whether such enforcement is considered in a proceeding at law or
at equity).
6.3. NO OTHER WARRANTIES. EXCEPT AS PROVIDED IN THIS SECTION 6 OR
OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY IS MAKING ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT OR LOSS OF
USE, WITH RESPECT TO ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
7. Confidentiality.
----------------
7.1. Confidential Information. All discussions relating to this
Agreement are confidential information and are to be disclosed only to employees
of a Party who have a need to know; provided, however, that "confidential
information" shall not include any information which (i) at the time of
disclosure, is available to the general public; or (ii) at a later date, becomes
available to the general public through no fault of the receiving Party and then
only after such later date; or (iii) the receiving Party can demonstrate was
known to it prior to disclosure to it by the disclosing Party; or (iv) in the
case of Fujitsu, the Assets and related Intellectual Property Rights transferred
to Fujitsu hereunder. Neither Party will disclose to third parties the other
Party's confidential information, except to the extent specified in the prior
written consent of the other Party or necessary to comply with applicable law,
the order of any court or the order or regulations of any governmental agency;
provided that such Party will promptly inform the other Party of such obligation
to disclose and cooperate with the other Party in minimizing the disclosure,
including seeking a protective order.
7.2. Public Announcements. The Parties shall consult with each other
regarding the wording and substance of any and all press releases, announcements
or other public statements with respect to the transactions contemplated hereby.
The Parties further agree to use good faith to comply with reasonable requests
of the other Party relating to any such press release, announcement or public
statement.
8. Further Assurances.
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Each Party shall, promptly upon request by the other Party, take such
further actions, and execute, acknowledge and deliver such further assignments,
certificates, and other instruments, as either Party may reasonably request from
time to time in order to effectuate the purposes of
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this Agreement. Without limiting the foregoing, upon completing the deliveries
required pursuant to Section 1, Seller shall at Buyer's request erase and
thereafter destroy all media containing copies, in human or machine readable
form, of the Assets or any Intellectual Property Rights relating thereto not
subject to the License (and certify such destruction to Buyer).
9. Integration.
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This Agreement contains the entire and exclusive agreement and
understanding between the Parties with respect to its subject matter. There are
no oral or other agreements of any kind or nature with respect to the
obligations of the Parties under this Agreement, which remains the sole and
complete embodiment of the Parties' understandings. The Parties may elect, by an
agreement in writing, to supplement the Assets and Intellectual Property Rights
subject hereto, and in any such case the sale and purchase of such additional
Assets and Intellectual Property Rights shall be on the terms and conditions set
forth herein except as expressly set forth in such writing.
10. Governing Law.
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This Agreement is to be governed by the laws of California without
regard to the conflict of laws rules thereof.
11. Arbitration.
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Any dispute, controversy or claim arising out of or relating to this
Agreement or the subject matter hereof, or the interpretation, enforceability,
validity, performance, breach or termination hereof or thereof, including,
without limitation, this arbitration clause, shall be solely and finally settled
by arbitration in Los Angeles, California in accordance with the commercial
arbitration rules of the American Arbitration Association, as modified by the
provisions of this Section. Each Party waives any rights to bring any such
dispute, controversy or claim in any other forum or proceeding, including,
without limitation, the International Trade Commission of the United States or
any other administrative or judicial forum. The arbitration shall be conducted
in accordance with such rules by three arbitrators selected by the Parties (if
the Parties are able to agree within thirty (30) days) and otherwise selected in
accordance with such rules. Each of the arbitrators appointed shall have at
least five (5) years' experience in the field that is the principal subject
matter of the dispute. After soliciting the views of the Parties, the
arbitrators shall order such discovery as they may deem reasonable for a full
and fair understanding of the facts and issues raised in the arbitration. The
arbitration, including the proceeding, pleadings and evidence in connection
therewith, shall be maintained as confidential. An award rendered in connection
with the arbitration shall be final and binding on the Parties, and any judgment
upon such an award may be entered in any court of competent jurisdiction. The
award shall be in writing and shall provide written reasons in detail or the
award unless the Parties agree otherwise. The award shall also provide for the
fees and expenses of the arbitrators and for the reasonable attorneys' fees and
expenses of the prevailing Party, as determined by the arbitrators, all to be
borne by the non-prevailing Party.
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12. Notices.
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All notices required or permitted under this Agreement will be in
writing, will reference this Agreement and will be deemed given: (a) when
delivered personally; (b) when sent by confirmed facsimile; (c) ten (10) days
after having been sent by registered or certified air mail, return receipt
requested, postage prepaid; or (d) the third business day after deposit with a
commercial overnight carrier specifying next-day delivery, with written
verification of receipt. All communications will be sent to the address set
forth below (or to such other address as may be designated by a Party by giving
written notice to the other Party pursuant to this Section 12):
Fujitsu:
Fujitsu Limited
1-1 Kamikodanaka 4-chome,
Nakahara-ku, Kawasaki-shi,
Kanagawa-ken, 211-88
Japan
Attention: Takao Sukemura
Project Manager
Processor Design Dept.
Microcomputer Div.
Fax: 81-44-754-3786
Attention: Masahiro Kuriyama
Manager, Processor Development Division
Technology Group, Fujitsu Limited
Fax: 81-44-754-3214
ROSS:
ROSS Technology, Inc.
5316 Highway 290W, Suite 500,
Austin, Texas 78735-8930
U.S.A.
Facsimile: (512) 892-3402
Attention: President
13. Amendments; Assignments.
------------------------
This Agreement may be amended, modified or assigned only by a writing
signed by both Parties.
14. Counterparts.
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This Agreement may be executed in counterparts, each of which shall
constitute an original instrument but all of which, taken together, shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, both Parties have caused their respective authorized
representatives to execute this Agreement as of the date first written above.
ROSS TECHNOLOGY, INC. FUJITSU LIMITED
By /s/ Jack W. Simpson By /s/ Yoshiro Yoshioka
-------------------- ----------------------
Name Jack W. Simpson Name Yoshiro Yoshioka
Title President & CEO Title Senior Vice President
<PAGE>
EXHIBIT A
ASSETS
(Attached)
A-1
<PAGE>
DELIVERABLES
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I. DANlite CPU Core Deliverables Price $1.5M
(These items have already been delivered to Fujitsu)
- --------------------------------------------------------------------------------
A. DANlite1 CPU Core Deliverables
1. Existing Core Database ( Colorado4 database without FPU )
Schematics
Functional Model (M Language)
GDS-II physical database
Ross SPARC User Guide (Documentation)
2. Functional specification and electrical specification
3. Verilog Model
Verilog-HDL model with test code
Simulation Environment (allowing user to view the contents of all
internal registers in the Ross Microprocessor Core that are visible to
software)
Description of simulation environment
(Documentation)
List of verification tests(Documentation)
(test code shall mean test programs that include all instructions that
are defined in SPARC Architecture Version 8 and their combinations)
4. Tapeout Ready Database
Schematics (logic and transistor level) Netlist GDS-II physical database
Manufacturing Test Vector Suite Description of files transferred
(Documentation)
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5. Test Vehicle
Test Vehicle
Test Vehicle description (Documentation)
Characterization Result (Documentation)
6. Initial System Development Board
7. ES Silicon test report
8. Composer Conversion
Schematics(DANlite logic and transistor level) with Verilog
Netlist generated by Composer schematics
B. DANlite2/3 CPU Core Deliverables
1. DANlite 2: Verilog Model
(full logic regression tests passed)
2. DANlite3: Feasibility Study
II. Colorado4 RT630 CPU Deliverables ( including FPU ) Price $2.5M
- --------------------------------------------------------------------------------
1. Documentation
User's Manual , Data Sheet (Electrical files)
2. Functional Model (M Language)
Functional Model
Simulation Environment
Description of simulation environment
(Documentation)
3. Schematic database (electrical database)
Schematic database
Netlist
4. GDS-II physical database
5. Test Vectors with Test Suits
Test Vectors
Description of files transferred (Documentation)
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III. HyperSPARC Module Design and Test Programs Price $0.6M
- --------------------------------------------------------------------------------
Schematics, PCB Layouts and Test programs for the following
modules
1. RS4026-150/512: dual 150mhz single wide module
2. RS1914-125: single 125mhz (256K Rocky2) module
3. RT6226M-142/1024: dual wide 142mhz, 1m cache module
4. RT6224K-142/1024: single 142mhz, 1M cache module
5. RT6224K-150/512: single 150mhz module
6. RT6224K-200/512S: single 200mhz module (standard - synch Mbus)
IV. Photon Bus Price $0.5M
- --------------------------------------------------------------------------------
Photon Bus and System Specification
V. Viper architecture simulator Price $1.0M
- --------------------------------------------------------------------------------
Viper architecture simulator source code and documentation
VI. Viper Design Know How Price $1.0M
- --------------------------------------------------------------------------------
1. Performance analysis
SPEC simulation results and statistics
2. Technology specification
Circuit design guidelines documentation
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3. Custom macro design details
Macro specifications and circuit schematics for following
macros
a) TLB
b) MAP
c) Scheduler
d) Regfile
e) IU
f) FPMUL
4. Presentation and Q&A for Viper micro-architecture and
implementation
(1.) Viper architecture overview
(2.) Unit micro architecture details
a) Fill unit
b) I-fetch and sequencing unit
c) Execution unit
d) Floating point unit
e) IMUL implementation
f) VIS implementation specification
g) Memory unit
h) Memory management unit
i) Bus interface unit
j) Viper unified cache organization
(3.) Viper architecture simulator
(4.) Viper design methodology
(5.) Viper custom macro design
(including SPICE simulation results for macros listed
in VI-3)
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EXHIBIT B
TRANSFERRED PATENTS
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PATENT NAME ISSUE DATE NUMBER PRICE
- ----------- ---------- ------ -----
$0.5M
1. High Performance Register File 7/6/93 #5,226,142
with Overlapping Windows
2. Method and Apparatus for 10/17/95 #5,459,673
Optimizing Electronic Circuits
3. Central Processing Unit Architecture with 1/30/96 #5,488,729
Symmetric Instruction Scheduling to
Achieve Multiple Instruction Launch and
Execution
4. CPU Architecture Performing 6/17/97 #5,640,588
Dynamic Instruction Scheduling at Time and
Execution Within Single Clock Cycle
B-1
<PAGE>
EXHIBIT C
ASSIGNMENT
THIS ASSIGNMENT (this "Assignment") is made and entered into as of ____
___, 1998 (the "Effective Date"), by and between ROSS Technology, Inc., a
Delaware corporation having a principal place of business at 5316 Highway 290W,
Suite 500, Austin, Texas 78735-8930 (the "Assignor"), and Fujitsu Limited, a
Japanese corporation having its registered place of business at 1-1 Kamikodanaka
4-chome, Nakahara-ku, Kawasaki-shi, Kanagawa-ken, 211-88, Japan (the
"Assignee").
WHEREAS, the Assignor (i) is the owner of the patents and patent
applications set forth on Attachment A, which exhibit is attached hereto and
incorporated herein by this reference (the "Patents"), and (ii) desires to
assign its worldwide, entire right, title and interest in, to and under the
Patents to the Assignee; and
WHEREAS, the Assignee desires to obtain the worldwide, entire right,
title and interest in, to and under the Patents:
NOW, THEREFORE, in consideration of one U.S. dollar ($1.00) to the
Assignor in hand paid, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Assignor has irrevocably
sold, assigned, transferred and set over, and by this Assignment does hereby
irrevocably assign, sell, transfer and set over, to the Assignee, its
successors, legal representatives and assigns, the entire right, title and
interest throughout the world (that may now or hereafter be provided by law,
whether by treaty, statute, common law or otherwise) in, to and under the
Patents (and all patents which may be granted on such Patents), and all
additions, divisions, continuations, continuations-in-part, substitutions,
reissues, reexaminations, renewals and extensions of the foregoing; together
with all applications for intellectual and/or industrial property protection
(including, without limitation, all applications for patents, utility models,
inventors' certificates and designs) which have been (in the case of
applications other than the Patents) or may hereafter be filed for inventions
within the Patents in any country or countries, together with the right to file
and prosecute such applications and the right to claim for the same the priority
rights derived from said Patents under the patent laws of the United States, the
International Convention for the Protection of Industrial Property, or any other
intellectual and/or international agreement or the domestic laws of the country
in which any such application is filed, as may be applicable; and all forms of
industrial property protection (including, without limitation, patents, utility
models, inventors' certificates and designs) which have been or may be granted
for such inventions in any country or countries; and all additions, divisions,
continuations, continuations-in-part, substitutions, reissues, reexaminations,
renewals and extensions of any of the foregoing; and all benefits, privileges,
causes of action and remedies relating to any of the foregoing, whether before
or hereafter accrued (including, without limitation, the exclusive right to sue
for all past, present and/or future infringements or other violations of any
rights in any of the foregoing, and to settle and retain proceeds from any such
actions) (collectively, the "Patent Rights").
AND THE ASSIGNOR HEREBY authorizes and requests the Commissioner of
Patents and Trademarks of the United States and any official of any country or
countries foreign to the United States, whose duty it is to issue patents or
other evidence or forms of industrial property
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<PAGE>
protection on applications as aforesaid, to issue the Patent Rights to the
Assignee, its successors, legal representatives and assigns, in accordance with
the terms of this instrument;
AND THE ASSIGNOR HEREBY covenants and agrees that the Assignor has full
right to convey the entire interest herein assigned, and that the Assignor has
not executed, and will not execute, any agreement in conflict herewith;
AND THE ASSIGNOR HEREBY further covenants and agrees that the Assignor
will provide any and all file wrapper documents of the Patents and will execute
any and all documents provided by the Assignee that are reasonably necessary to
register transfer of the ownership of the Patents from the Assignor to the
Assignee or are necessary to prove Assignee's right to prosecute pending
applications in all countries pursuant to the relevant laws and regulations of
such countries. In addition, on and after the Effective Date, the Assignor shall
not take any action that may interfere with, challenge, or impede the Assignee's
ownership interest in the Patents.
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to execute this Assignment as of the Effective Date.
("Assignor")
ROSS TECHNOLOGY, INC.
By: ______________
Name: ______________
Title: ______________
("Assignee")
FUJITSU LIMITED
By: _______________
Name: _______________
Title: _______________
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<PAGE>
State of _______
Country of ______
ON THIS ____ day of _____, 1998, before me, a Notary Public in and for
the State and County aforesaid, personally appeared ____________, who being by
me duly sworn, did depose and say that he/she resides at ___________, that
he/she is employed by ROSS Technology, Inc. as ____________; that he/she has
been authorized to execute such instrument on behalf of ROSS Technology, Inc.;
and that he/she signed such instrument on behalf of ROSS Technology, Inc.
pursuant to such authority; and known to me to be the person of that name who
signed and sealed the foregoing instrument, he/she acknowledged such action to
be his/her free act and deed.
IN WITNESS WHEREOF, I hereto set my hand and official seal.
________________
Notary Public
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<PAGE>
ATTACHMENT A
PATENT NAME ISSUE DATE NUMBER
1. High Performance Register File with 7/6/93 #5,226,142
Overlapping Windows
2. Method and Apparatus for Optimizing 10/17/95 #5,459,673
Electronic Circuits
3. Central Processing Unit Architecture with 1/30/96 #5,488,729
Symmetric Instruction Scheduling to
Achieve Multiple Instruction Launch and
Execution
4. CPU Architecture Performing Dynamic 6/17/97 #5,640,588
Instruction Scheduling at Time and
Execution Within Single Clock Cycle
<PAGE>
EXHIBIT 99.1
The following pro forma condensed balance sheet of the Company is based upon
the Company's consolidated historical balance sheet, as adjusted to give effect
to the sale of certain intellectual property to Fujitsu for $7,600,000. The pro
forma condensed consolidated balance sheet as of March 30, 1998 gives effect to
this transaction as if it occurred on March 30, 1998. The pro forma adjustments
are based upon available information and certain assumptions that the Company
believes are reasonable and does not include any adjustments related to the
Company's previously announced plans of liquidation and dissolution. The Company
does not believe there will be any assets or funds available for distribution to
preferred or common stockholders in connection with liquidation and dissolution.
The pro forma balance sheet does not purport to represent what the Company's
financial position would actually have been had such transactions in fact
occurred at or on such date, or to project the Company's financial position at
any future date.
The pro forma adjustments are described in the footnotes below.
PRO FORMA
CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 30, 1998
(IN THOUSANDS)
(UNAUDITED)
March 30, ProForma
ASSETS 1998 Adjustments Pro Forma
---- ----------- ---------
Current assets:
Cash and cash equivalents.............. $ 787 7,600 (1) $ 8,387
Trade accounts receivable, net ........ 2,712 -- 2,712
Receivable from Fujitsu ............... 3,343 -- 3,343
Inventory ............................. 7,808 -- 7,808
Prepaid expenses....................... 512 -- 512
-------- -- --------
Total current assets........... 15,162 7,600 22,762
Property and equipment, net ............. 3,325 -- 3,325
-------- -- --------
Total assets................... $ 18,487 $ 7,600 $ 26,087
======== ========= ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Trade accounts payable................. $ 6,091 $ 6,091
Accrued liabilities.................... 5,083 -- 5,083
Payable to Fujitsu .................... 1,293 -- 1,293
Notes payable ......................... 15,000 -- 15,000
-------- -- --------
Total current liabilities...... 27,467 -- 27,467
-------- -- --------
Stockholders' deficit (note 14):
Preferred stock....................... 1
1
Common stock........................... 23 23
Additional paid-in capital............. 132,079 132,079
Accumulated deficit.................... (139,832) 7,600 (132,232)
-------- ----- --------
(7,729) 7,600 (129)
Less treasury stock.................... (1,251) -- (1,251)
-------- -- --------
Total stockholders' deficit ... (8,980) 7,600 (1,380)
-------- ----- ---------
Total liabilities and $ 18,487 $ 7,600 $ 26,087
======== ========= ========
stockholders' deficit....................
- --------------------------
(1) Proceeds from the sale of various intellectual properties to
Fujitsu totaling $7,600,000.
1
