-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GILIaekw/wsiKOTOt7fdRK5cFS0X/JEU/8PtHs6xAtEd5lNRlHcK1Rwglv77iwME avz1RAB8O/24k4yY3j/EpA== 0000895345-00-000065.txt : 20000207 0000895345-00-000065.hdr.sgml : 20000207 ACCESSION NUMBER: 0000895345-00-000065 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000203 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL SEMICONDUCTOR INC CENTRAL INDEX KEY: 0000040656 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 133575653 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05442 FILM NUMBER: 523839 BUSINESS ADDRESS: STREET 1: 10 MELVILLE PARK ROAD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5168473000 MAIL ADDRESS: STREET 1: 10 MELVILLE PARK ROAD CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL INSTRUMENT CORP /DE/ DATE OF NAME CHANGE: 19920703 8-K 1 =========================================================================== 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: FEBRUARY 4, 2000 DATE OF EARLIEST EVENT REPORTED: FEBRUARY 3, 2000 GENERAL SEMICONDUCTOR, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-15442 13-3575653 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification incorporation or Number) organization) 10 MELVILLE PARK ROAD MELVILLE, NEW YORK 11747 (Address of principal executive offices) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (631) 847-3000 Item 5. Other Events. ------------ On February 3, 2000, the registrant issued the press release filed as Exhibit 99.1 hereto. Item 7. Financial Statements and Exhibits. --------------------------------- Exhibit Description ------- ----------- 99.1 Press Release issued February 3, 2000 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned hereunto duly authorized. Dated: February 4, 2000 GENERAL SEMICONDUCTOR, INC. By: /s/ Stephen B. Paige ------------------------------------ Stephen B. Paige Senior Vice President, Secretary and General Counsel EXHIBIT INDEX Exhibit Description ------- ----------- 99.1 Press Release issued February 3, 2000 EX-99.1 2 Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: PAM JAMESON (516) 847-3169 GENERAL SEMICONDUCTOR ANNOUNCES FOURTH QUARTER 1999 RESULTS EARNINGS PER SHARE INCREASE 77% ON 14% SALES GAIN MELVILLE, NY (Feb. 3, 2000)--General Semiconductor, Inc. (NYSE:SEM), a leading manufacturer of discrete semiconductors, today reported net sales for the quarter ended December 31, 1999 of $112.8 million, compared with $98.8 million for the fourth quarter of 1998, an increase of 14.2 percent. Operating income in the quarter improved 54.2 percent to $18.4 million from $11.9 million, before restructuring charges, in the fourth quarter of 1998. Diluted earnings per share were $0.23 in the fourth quarter of 1999, up 77.0 percent from $0.13, before restructuring charges in the year-earlier period. In the fourth quarter of 1998, a pre-tax charge of $12.3 million, or $0.23 per share after tax, was taken to better position the Company for the future. On a sequential basis, fourth quarter sales increased 6.6 percent from $105.8 million for the third quarter of 1999; operating income improved 24.7 percent from $14.8 million and earnings per share were up 35.3 percent from $0.17 per share. For the year ended December 31, 1999, net sales were $417.1, million compared with $401.1 million in 1998, an increase of 4.0 percent. Earnings per share for the year were $0.66 compared with $0.50 in 1998 ($0.74 before restructuring). During the fourth quarter, the Company sampled customers with its new low voltage trench MOSFET products. The products are initially being marketed to the personal computer, desktop computer and notebook computer markets. In January, the Company received its first design win and booked its first order with delivery scheduled between February and April, 2000. "During 1999, we saw significant improvement in our business, ending the year with a very strong fourth quarter," said Ronald A. Ostertag, Chairman and Chief Executive Officer. "Our fourth quarter results reflect improved sales, pricing and capacity utilization. We are pleased with the improvement in both gross margin and operating margin, in the year-over-year period as well as sequentially. Our book to bill ratio was 1.25 in the quarter, which ended with a strong order backlog, lengthened lead times and various products on allocation. We look forward to continuing strength in our business and a very good year, despite the seasonal slow-down that occurs in the first quarter of the year, primarily due to the Lunar New Year in Asian countries." Sales in China and Japan were up over 55 percent in the quarter and over 25 percent for the year, albeit from a relatively small base. Southeast Asia reported sales gains of about 15 percent for both the quarter and the year. European sales were up nearly 10 percent from last year's fourth quarter reflecting solid improvement from the weaker conditions experienced early in 1999. North American sales were flat in the quarter and year. End-market sales were particularly strong for the quarter and the year in automotive, computer/power supply, consumer and contract manufacturers. General Semiconductor, Inc. is a market leader in the discrete segment of the semiconductor industry with manufacturing facilities in China, France, Germany, Ireland, Taiwan and the United States. The Company provides customers with a broad array of power rectifiers, transient voltage suppressors and small signal transistors and diodes. It has a diversified customer base, in terms of geography and end-use markets. Customers include leading global manufacturers of consumer electronics, lighting, telecommunications equipment, computers, automotive and automotive aftermarket products. The information set forth above includes "forward-looking" information and, accordingly, the cautionary statements contained in Exhibit 99 to the Company's Form 10-K/A and Form 10-Q filings with the Securities and Exchange Commission are incorporated herein by reference. General Semiconductor's actual results could differ materially from the "forward-looking" information in this press release. VISIT GENERAL SEMICONDUCTOR ON THE WEB AT www.gensemi.com GENERAL SEMICONDUCTOR, INC. CONSOLIDATED INCOME STATEMENTS (In Thousands, Except Per Share Information) Historical As Adjusted Year Ended Year Ended December 31, December 31, ---------------------- ---------- 1999 1998 1998(A) ---------- ---------- ---------- NET SALES $ 417,082 $ 401,144 $ 401,144 ---------- ---------- ---------- OPERATING COSTS AND EXPENSES: Cost of sales 302,476 283,582 283,582 Selling, general and administrative 46,567 46,802 46,802 Research and development 6,903 6,104 6,104 Amortization of excess of cost over fair value of net assets acquired 5,142 5,145 5,145 Restructuring 12,324 ---------- ---------- ---------- Total operating costs and expenses 361,088 353,957 341,633 ---------- ---------- ---------- OPERATING INCOME 55,994 47,187 59,511 Other income (expense) - net (9) (71) (71) Interest expense - net (23,466) (20,026) (20,026) ---------- ---------- ---------- INCOME BEFORE INCOME TAXES 32,519 27,090 39,414 Provision for income taxes (8,130) (8,556) (12,220) ---------- ---------- ---------- NET INCOME $ 24,389 $ 18,534 $ 27,194 ========== ========== ========== Weighted Average Shares Outstanding: Basic 36,832 36,811 36,811 Diluted 37,563 36,899 36,899 Earnings per share: Basic $ 0.66 $ 0.50 $ 0.74 Diluted $ 0.66 $ 0.50 $ 0.74 (A) Excludes restructuring charges. GENERAL SEMICONDUCTOR, INC. CONSOLIDATED INCOME STATEMENTS (In Thousands, Except Per Share Information) As Adjusted (A) Historical Three Months Three Months Ended Ended December 31, December 31, ---------------------- ---------- 1999 1998 1998 ---------- ---------- ---------- NET SALES $ 112,782 $ 98,762 $ 98,762 ---------- ---------- ---------- OPERATING COSTS AND EXPENSES: Cost of sales 78,058 71,862 71,862 Selling, general and administrative 13,025 12,033 12,033 Research and development 1,995 1,638 1,638 Amortization of excess of cost over fair value of net assets acquired 1,286 1,287 1,287 Restructuring 12,324 ---------- ---------- ---------- Total operating costs and expenses 94,364 99,144 86,820 ---------- ---------- ---------- OPERATING INCOME 18,418 (382) 11,942 Other income (expense) - net (67) 13 13 Interest expense - net (6,590) (4,813) (4,813) ---------- ---------- ---------- INCOME BEFORE INCOME TAXES 11,761 (5,182) 7,142 Provision for income taxes (2,940) 1,449 (2,215) ---------- ---------- ---------- NET INCOME $ 8,821 $ (3,733) $ 4,927 ========== ========== ========== Weighted Average Shares Outstanding: Basic 36,868 36,820 36,820 Diluted 39,449 36,902 36,902 Earnings per share: Basic $ 0.24 $ (0.10) $ 0.13 Diluted $ 0.23 $ (0.10) $ 0.13 (A) Excludes restructuring charges. GENERAL SEMICONDUCTOR, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands) December 31, December 31, 1999 1998 -------------- -------------- Cash $ 2,586 $ 3,225 Accounts receivable, less allowance for doubtful accounts 63,246 59,643 Inventories 43,480 39,514 Other current assets 21,973 25,748 -------------- -------------- Total current assets 131,285 128,130 Total non-current assets 442,514 435,317 TOTAL ASSETS $ 573,799 $ 563,447 -------------- -------------- Total current liabilities $ 66,564 $ 76,427 -------------- -------------- Long-term debt 276,500 286,000 Other liabilities 99,353 95,673 -------------- -------------- Total non-current liabilities 375,853 381,673 -------------- -------------- Total liabilities 442,417 458,100 Total stockholders' equity 131,382 105,347 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 573,799 $ 563,447 -------------- -------------- -----END PRIVACY-ENHANCED MESSAGE-----