SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 24, 1998
ROSS TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-27016 74-2507960
(STATE OR OTHER JURISDICTION OF (COMMISSION (IRS EMPLOYER
INCORPORATION NUMBER) FILE NUMBER) IDENTIFCATION NO.)
5316 Highway 290 West, Suite 500,
Austin, Texas 78735-8930
(ADDRESS OF PRINCIPAL EXECUTITVE OFFICES)
(512) 436-2000
Registrant's telephone number, including area code
<PAGE>
Item 5. Other Events.
On July 24, 1998, ROSS Technology, Inc. issued a press release, a copy of
which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On July 28, 1998, ROSS Technology, Inc. issued a press release, a copy of
which is attached hereto as Exhibit 99.2 and incorporated herein by reference.
<PAGE>
Item 7. Exhibits
99.1 Press release dated July 24, 1998
99.2 Press release dated July 28, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and 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: July 29, 1998 By:_____________________________
Francis S. (Kit) Webster III
Chief Financial Officer
<PAGE>
Exhibit Index
Exhibit Description
99.1 Press release dated July 24, 1998.
99.2 Press release dated July 28, 1998.
EXHIBIT 99.1
ROSS TECHNOLOGY ANNOUNCES AGREEMENT TO SELL BRIDGEPOINT
MANUFACTURING OPERATIONS AND ADOPTION OF PLAN OF COMPLETE
LIQUIDATION AND DISSOLUTION
AUSTIN, Texas, July 24, 1998 - ROSS Technology, Inc. (Nasdaq: RTEC)
announced today that the Company has entered into an agreement to sell its
BridgePoint business unit to BridgePoint Technical Manufacturing Corporation.
The BridgePoint business unit was formed in the second quarter of 1998 to
contain the Company's scaled back sales, service and operations employees, as
well as the inventory related to the Company's 32-bit products. The purchase
price of the BridgePoint sale is $5.66 million in cash, plus the assumption of
certain liabilities, subject to proration for expenses and revenues incurred by
the Company after June 29, 1998, as well as holdbacks for indemnification and
tax items. In addition, the Company will pay $1.72 million to BridgePoint in
connection with BridgePoint's assumption of certain warranty repair liabilities
for previous product sales to customers throughout the world. The sale is
subject to customary conditions, including receipt of financing by BridgePoint
Technical Manufacturing Corporation, which is a newly-formed corporation of
which Joe D. Jones, the Company's Vice President of Operations, is president and
a stockholder. The consummation of the BridgePoint sale is expected to occur in
August 1998.
The Company also announced that, in furtherance of the Company's
previously announced plan to commence an orderly shutdown of its operations, the
Company's Board of Directors has adopted a Plan of Complete Liquidation and
Dissolution, pursuant to which the Company will be liquidated by the sale of all
or substantially all of its remaining assets and payment of claims, obligations
and expenses owing to the Company's creditors. Based on the anticipated value of
the Company's assets to be sold and the amount owed to creditors of the Company,
the Company does not believe it will have any funds or assets remaining to make
distributions to either preferred or common stockholders.
The Company anticipates that the BridgePoint sale and the Plan of
Liquidation will be approved by Fujitsu Limited as the Company's majority common
stockholder and sole holder of the Company's outstanding preferred stock. An
information statement with respect to the BridgePoint sale and the Plan of
Liquidation will be mailed to the Company's stockholders. The BridgePoint sale
will not be consummated until at least twenty days after the mailing of the
information statement and following satisfaction or waiver of the other
conditions to that sale. The Plan of Liquidation will not be effective until at
least twenty days after the mailing of the information statement. The Company
intends to proceed with liquidation and dissolution regardless of whether the
BridgePoint sale is consummated.
As previously announced on June 1, 1998, as part of the preparation for
the shutdown of the Company's business, the Company issued notices to all its
U.S.-based employees under the Federal Workers Adjustment and Retraining
Notification Act to provide advance notice to all employees of the scheduled
termination of their employment in connection with the Company's shutdown.
Pursuant to the shutdown plan, the Company also announced that approximately 148
employees (excluding employees at the Ross Design Center in Israel) will now be
laid off on July 31, 1998, including the members of the Company's "Viper"
development team. Despite extensive efforts, the Company has been unable to sell
its "Viper" design operations.
Safe Harbor Statement under Private Securities Litigation Reform Act of 1995:
To the extent that this release contains forward-looking statements
with respect to the financial condition, results of operations and business of
the Company, such statements are subject to certain risks and uncertainties that
could cause actual results to differ materially and adversely from those set
forth in the forward-looking statements, including without limitation, the
availability of financial resources adequate to the Company's short-, medium-and
long-term needs, including renewal of its present loan and loan guaranty
arrangements; the Company's dependence on the timely development, pre-production
qualification, manufacture, introduction and customer acceptance of new
higher-speed, higher-margin products, including the "Colorado 5" and "Viper"
microprocessor products; the ability to identify and access the 32-bit
microprocessor upgrade market; and the impact on revenue, margins and
inventories of rapidly changing technology. Additional risks and uncertainties
include the ability of the Company to successfully implement its strategy of
diversifying into the system products business and the business of supplying
Java(TM)-related products; the various effects on revenue, margins, inventories
and operating expenses of repositioning the Company's product lines and overall
business; the effects of building and maintaining product inventories in the
Company's hands and in its distribution channels; product return and credit
risks with distributors, resellers and other customers; the Company's dependence
on distributors and resellers for certain product sales to end-users;
competition, downward pricing pressures and allocations of product among
different distribution channels; the effects of routine price degradation over
time in each of the Company's product lines; varying customer demand for the
Company's products; supply and manufacturing constraints and costs; the
Company's dependence on outside suppliers for wafer fabrication and raw
materials, components and certain manufacturing services; changes in plans,
programs or expenses for research, development, sales or marketing; the
Company's ability to build and maintain adequate staff infrastructures in the
areas of microprocessor design, product engineering and development, sales and
marketing, finance, accounting, and administration; supplier disputes; customer
warranty claims; general economic conditions; and the other risks and
uncertainties described from time to time in the Company's public announcements
and Securities and Exchange Commission filings, including without limitation the
Company's Current, Quarterly and Annual Reports on Forms 8-K, 10-Q and 10-K,
respectively. The Company cautions that the foregoing list of important factors
is not exclusive. The Company does not undertake to update any written or oral
forward-looking statement that may be made from time to time by or on behalf of
the Company.
ROSS Overview
ROSS Technology, founded in 1988, is a majority-owned subsidiary of
Fujitsu Limited. A minority position in ROSS is held by Sun Microsystems, Inc.
As of December 29, 1997, the Company's outstanding Common Stock was held 60
percent by Fujitsu, 5 percent by Sun, and 35 percent by employees and the
public. The Company's objective is to produce innovative high-performance,
cost-effective computing solutions for the Sun/SPARC market. ROSS is one of the
industry's most prominent suppliers of SPARC microprocessors and SPARC system
products to both the OEM and end-user markets.
EXHIBIT 99.2
ROSS TECHNOLOGY ANNOUNCES
DELISTING FROM NASDAQ NATIONAL MARKET
AUSTIN, Texas, July 28, 1998 - ROSS Technology, Inc (Nasdaq: RTEC)
announced today that it had received notice from the Nasdaq National Market
(NNM) that the Company's common stock would be delisted from The Nasdaq Stock
Market effective with the close of business July 31, 1998.
On May 18, 1998, the Company was notified that it no longer complied with
minimum bid price or market value of public float requirements for continued
listing on the NNM and was given until August 13, 1998, to evidence compliance.
Absent compliance, the Company's comnon stock would be delisted at the opening
of business on August 17, 1998. On July 14, 1998, the Company was notified that
it no longer complied with the minimum net tangible assets requirement for
continued listing and was given until July 28, 1998, to provide a plan of
compliance. On July 27, 1998, the Company notified the NNM that it would not be
able to comply with these, and the NNM notified the Company that delisting would
be accelerated.
ROSS Overview
ROSS Technology, founded in 1988, is a majority-owned subsidiary of
Fujitsu Limited. A minority position in ROSS is held by Sun Microsystems, Inc.
As of December 29, 1997, the Company's outstanding Common Stock was held 60
percent by Fujitsu, 5 percent by Sun, and 35 percent by employees and the
public. The Company's objective is to produce innovative high-performance,
cost-effective computing solutions for the Sun/SPARC market. ROSS is one of the
industry's most prominent suppliers of SPARC microprocessors and SPARC system
products to both the OEM and end-user markets.
