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): June 1, 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
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Item 5. Other Events.
On June 1, 1998, Ross Technology, Inc. issued a press release, a copy of
which is attached hereto as Exhibit 99 and incorporated herein by reference.
Item 7. Exhibits.
99 Press Release dated June 1, 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: June 2, 1998 By: /s/ Francis S. (Kit) Webster III
---------------------------------
Francis S. (Kit) Webster III
Chief Financial Officer
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Exhibit Index
Exhibit Description
99 Press Release dated June 1, 1998.
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EXHIBIT 99
N E W S R E L E A S E
Company Contact: Company Information:
F.S. (Kit) Webster III http://www.ross.com
Chief Financial Officer 800/ROSS-YES
(512) 436-2578 Int'l: 512/349-3108
FAX (512) 892-3402
E-Mail: [email protected]
ROSS TECHNOLOGY ANNOUNCES LAYOFF
AND PLANS FOR ORDERLY SHUTDOWN
AUSTIN, Texas, June 1, 1998 -- ROSS Technology, Inc. (Nasdaq:RTEC)
announced today that the Company's Board of Directors has determined to commence
an orderly shutdown of the Company's operations, while continuing its efforts to
facilitate a sale of the remaining, smaller business.
As previously announced, sales of the Company's existing 32-bit
products have been deteriorating. Due to the continuing and substantial
deterioration of the Company's financial position, the Company has been actively
seeking various strategic alternatives for its business, including an
acquisition of the entire Company by a third party. The Company will continue to
seek an alternative to a shutdown that could increase the value of its assets.
However, to date, the Company has been unable to find such an alternative and
therefore believes it should begin the process of downsizing and shutting down
its business operations.
--more--
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RTEC/June 1 Release
Page 2
Under the plan approved by the Company's Board of Directors, it is
anticipated that the Company will continue its operations, at a scaled back
level, through the end of the year. Under this plan, the Company hopes to avoid
undue disruption to its customers, which will have an opportunity to place
orders for their forecasted needs, which the Company will strive to meet. The
Company also believes that, by endeavoring to keep its design and product
engineers in place as well as a scaled-back test site, it will have a better
chance of finding a buyer for the Company (with a potential return for its
stockholders) or all or part of its assets, including its intellectual property.
However, although the Company is actively involved in discussion with several
potentially interested parties, there is no assurance that any agreements will
be reached. The Company has formed a business unit, named BridgePoint, that will
contain its significantly scaled back sales, service and operations employees,
as well as the inventory related to its 32-bit products. It is currently
anticipated that BridgePoint will serve the ROSS customers until year end and
may be sold separately or as a part of the entire Company. The Company at this
time will seek to maximize its asset value for its creditors. While the Company
hopes to pay all of its creditors in full, its ability to do so is dependent
upon its ability to generate sufficient cash from the sale of products and
assets. The Company is in active discussions with a number of parties, including
Fujitsu Limited, about purchasing products and assets. There is, however, no
assurance that such discussions will succeed. The Company believes that it is
highly unlikely that there will be any funds or assets available for
distribution to its stockholders. --more--
2
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RTEC/June 1 Release
Page 3
As part of the preparation for the shutdown of the Company's business,
the Company will shortly issue notices to its employees under the Federal
Workers Adjustment and Retraining Notification Act. These notices will provide
advance notice to all employees of the scheduled termination of their employment
in connection with the shutdown. Approximately 93 employees, or 46% of the
Company's work force will be laid off immediately and over the next eight weeks,
excluding the approximately 30 full and part time employees at the ROSS Design
Center in Israel. The Company's 64-bit "Viper" Development Team (including the
Vice President of Engineering and the Chief Architect), the BridgePoint
operations, sales and service personnel (including the Vice President of
Manufacturing) and an administrative team (including the CEO and CFO), will
continue to operate the smaller ROSS Company and pursue alternatives.
-- more --
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RTEC/June 1 Release
Page 4
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.
--more--
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RTEC/June 1 Release
Page 5
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.
# # #
Note to Editors:
ROSS and the ROSS logo are registered trademarks of ROSS Technology, Inc.
All SPARC trademarks are trademarks or registered trademarks of SPARC
International. Products bearing SPARC trademarks are based upon an architecture
developed by Sun Microsystems, Inc. All other products or service names herein
are trademarks of their respective owners.
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