8-K/A 1 f73280a1e8-ka.htm FORM 8-K/A Form 8-K/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

AMENDMENT NO. 1 TO CURRENT REPORT
PURSUANT TO SECTION 13 OF 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

JUNE 8, 2001
Date of Report (Date of earliest event reported)

MAXIM INTEGRATED PRODUCTS, INC.
(Exact Name of Registrant as Specified in Charter)

         
DELAWARE 0-16538 94-2896096
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)

120 SAN GABRIEL DRIVE,
SUNNYVALE, CALIFORNIA 94086
(Address of Principal Executive Offices) (Zip Code)

(408) 737-7600
Registrant’s Telephone Number, Including Area Code

 

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
SIGNATURE
EXHIBIT INDEX
EXHIBIT 23.1
EXHIBIT 23.2

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The Registrant hereby amends Item 7 to its Current Report on Form 8-K dated April 11, 2001, in order to include the financial statements and pro forma information required by Item 7(a) and Item 7(b).

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

      (a) Financial Statements of Business Acquired.

      The audited financial statements and notes thereto included in the Dallas Semiconductor Corporation Annual Report on Form 10-K for the year ended December 31, 2000, which are required by paragraph (a) of Item 7 of Form 8-K, with respect to the Registrant’s acquisition of Dallas Semiconductor Corporation is hereby incorporated by reference.

      (b) Pro Forma Financial Information.

      The pro forma financial informaiton required by paragraph (b) of Item 7 of Form 8-K with respect to the Registrant’s acquisition of Dallas Semiconductor Corporation are filed as an exhibit to this report.

         
Introduction to Unaudited Pro Forma Combined Financial Statements
 p. 2
Unaudited Pro Forma Combined Financial Statements
 p. 4-8
Notes to Unaudited Pro Forma Combined Financial Statements
 p. 9

      (c) Exhibits.

      The exhibits listed in the accompanying Exhibit Index are filed as part of this Current Report on Form 8-K/A and incorporated herein by reference.

Maxim Integrated Products, Inc. Unaudited Pro Forma Combined Financial Statements

INTRODUCTION TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

      On January 29, 2001, Maxim Integrated Products, Inc. (“the Company”) and Dallas Semiconductor Corporation (“Dallas Semiconductor”), a leading provider of specialty semiconductors, announced an agreement under which a direct, wholly owned subsidiary of the Company would merge with and into Dallas Semiconductor with Dallas Semiconductor thereby becoming a direct, wholly owned subsidiary of the Company (the “merger”). On April 11, 2001, the stockholders of Dallas Semiconductor voted affirmatively in favor of the merger. As a result, on April 11, 2001, the Company issued approximately 41.0 million shares of its common stock in exchange for all of the outstanding common stock of Dallas Semiconductor. In addition, the Company exchanged all outstanding options to purchase Dallas Semiconductor common stock for options to purchase approximately 5.9 million shares of the Company’s common stock. The transaction is intended to be accounted for as a pooling-of-interests and qualify as a tax-free reorganization.

The Company anticipates that as a result of the merger, the combined company will incur direct transaction costs of $25.3 million. As of the date of this Report on Form 8-K/A, the Company has also incurred $1.6 million in merger-related charges due to changes made in its sales organization subsequent to the consummation of the merger. The direct transaction costs and merger-related expenses will be charged to operations in the fourth quarter of fiscal 2001. In addition, management is in the process of formulating a plan to combine operations, and it is expected that the combined company will incur additional merger-related charges in connection with the business combination in the fourth quarter of fiscal 2001.

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The following unaudited pro forma combined financial statements give effect to the merger of the Company and Dallas Semiconductor on a pooling of interests basis. The unaudited pro forma combined financial statements are based on the respective historical consolidated financial statements and the accompanying notes of the Company and Dallas Semiconductor. The unaudited pro forma combined balance sheet assumes that the merger took place on March 31, 2001 and combines the Company’s March 31, 2001 unaudited consolidated balance sheet with Dallas Semiconductor’s April 1, 2001 unaudited consolidated balance sheet. The unaudited pro forma combined statements of operations assume that the merger took place as of the beginning of the periods presented. The Company’s unaudited consolidated statement of operations for the nine months ended March 31, 2001 has been combined with Dallas Semiconductor’s unaudited consolidated statement of operations for the nine months ended April 1, 2001. The Company’s consolidated statement of operations for the fiscal year ended June 24, 2000 has been combined with Dallas Semiconductor’s unaudited consolidated statement of operations for the twelve months ended July 2, 2000. This combining methodology includes the last two reported quarters of Dallas Semiconductor’s fiscal year ended January 2, 2000 and the first two reported quarters of its fiscal year ended December 31, 2000. The Company’s consolidated statements of operations for the fiscal years ended June 26, 1999 and June 27, 1998 have been combined with Dallas Semiconductor’s consolidated statements of operations for the fiscal years ended January 2, 2000 and January 3, 1999, respectively. This presentation has the effect of including Dallas Semiconductor’s unaudited results of operations for the six-month period ended January 2, 2000 in both the fiscal year ended January 2, 2000 and the twelve-month period ended July 2, 2000 included in the unaudited pro forma combined statements of operations. The periods combined for purposes of presenting the unaudited pro forma combined statements of operations are not necessarily indicative of the periods expected to be combined for purposes of the Company’s Annual Report on Form 10-K for the year ended June 30, 2001, which is expected to be filed with the SEC in September 2001.

      The unaudited pro forma combined financial statements are based on the assumptions set forth in the notes to such statements. The pro forma adjustments made in connection with the development of the pro forma information have been made solely for purposes of developing such pro forma information for illustrative purposes necessary to comply with the disclosure requirements of the SEC. The unaudited pro forma combined financial statements do not purport to be indicative of the results of operations for future periods or the combined financial position or the results that actually would have been realized had the entities been a single entity during these periods.

      These unaudited pro forma combined financial statements should be read in conjunction with the historical consolidated financial statements and the related notes thereto of the Company and Dallas Semiconductor.

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MAXIM INTEGRATED PRODUCTS, INC.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

(DOLLARS IN THOUSANDS)

                                     
MAXIM DALLAS SEMICONDUCTOR PRO FORMA PRO FORMA
MARCH 31, 2001 APRIL 1, 2001 ADJUSTMENTS* COMBINED
ASSETS
Current assets:
Cash and cash equivalents
 $ 61,155 $ 37,355 $ — $ 98,510
Short-term investments
 785,107 222,791 — 1,007,898
Accounts receivable, net
 143,978 46,971 — 190,949
Inventories
 63,152 96,051 — 159,203
Deferred tax assets
 47,040 29,269 9,950   (7) 86,259
Income tax refund receivable
 410 22,615 — 23,025
Other current assets
 10,346 11,031 (1,097 ) (4) 20,280
Total current assets
 1,111,188 466,083 8,853 1,586,124
Property, plant and equipment, net
 512,119 286,244 — 798,363
Other assets
 7,440 15,392 — 22,832
Total assets
 $ 1,630,747 $ 767,719 $ 8,853 $ 2,407,319
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
 $ 74,908 $ 57,047 $ — $ 131,955
Income taxes payable
 6,785 3,730 (406 ) (7) 10,109
Accrued salaries
 46,768 13,353 — 60,121
Accrued expenses
 70,394 22,783 26,893   (2) 120,070
Deferred income on shipments to distributors
 25,093 22,207 — 47,300
Total current liabilities
 223,948 119,120 26,487 369,555
Deferred tax liabilities
 19,500 1,694 — 21,194
Other liabilities
 4,000 — — 4,000
Total liabilities
 247,448 120,814 26,487 394,749
Stockholder’s equity
Preferred stock
 — — — —
Common stock (Maxim: 286,213,730 shares; Dallas: 62,941,173 shares; 327,219,904) shares on a pro forma combined basis)
 286 1,259 (1,218 ) (6) 327
Additional paid-in capital
 56,720 240,433 1,218   (6) 298,371
Retained earnings
 1,324,962 402,438 (17,634 ) (2,4) 1,709,766
Accumulated other comprehensive income
 1,331 2,775 — 4,106
Total stockholders’ equity
 1,383,299 646,905 (17,634 ) 2,012,570
Total liabilities & stockholders’ equity
 $ 1,630,747 $ 767,719 $ 8,853 $ 2,407,319

*   See Accompanying Notes to Unaudited Pro Forma Combined Financial Statements

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MAXIM INTEGRATED PRODUCTS, INC.

UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   
MAXIM DALLAS SEMICONDUCTOR
NINE MONTHS ENDED NINE MONTHS ENDED PRO FORMA PRO FORMA
MARCH 31, 2001 APRIL 1, 2001 ADJUSTMENTS* COMBINED
Net revenues
 $ 896,951 $ 360,130 $ 1,385   (3,5) $ 1,258,466
Cost of goods sold
 261,640 179,850 (573 ) (3,5) 440,917
Gross margin
 635,311 180,280 1,958 817,549
Operating expenses:
Research and development
 150,085 52,770 7,393   (3,4) 210,248
Selling, general, and administrative
 68,510 59,430 (6,475 ) (3) 121,465
Total operating expenses
 218,595 112,200 918 331,713
Operating income
 416,716 68,080 1,040 485,836
Interest income and other, net
 32,235 13,145 (1,735 ) (3) 43,645
Income before income taxes
 448,951 81,225 (695 ) 529,481
Provision for income taxes
 152,644 25,990 (257 ) (7) 178,377
Net income
 $ 296,307 $ 55,235 $ (438 ) $ 351,104
Earnings per share:
Basic
 $ 1.04 $ 0.90 $ 1.08
Diluted
 $ 0.93 $ 0.86 $ 0.97
Shares used in the calculation of earnings per share:
Basic
 284,921 61,086 (21,288 ) (8) 324,719
Diluted
 320,141 64,315 (22,414 ) (8) 362,042
Dividends declared per share
 $ — $ 0.0975 $ 0.018

*   See Accompanying Notes to Unaudited Pro Forma Combined Financial Statements

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MAXIM INTEGRATED PRODUCTS, INC.

UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS (CONTINUED)

(IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   
MAXIM DALLAS SEMICONDUCTOR
FISCAL YEAR ENDED TWELVE MONTHS ENDED PRO FORMA PRO FORMA
JUNE 24, 2000 JULY 2, 2000 ADJUSTMENTS* COMBINED
Net revenues
 $ 864,924 $ 456,009 $ (7,457 ) (3,5) $ 1,313,476
Cost of goods sold
 260,171 219,256 (5,072 ) (3,5) 474,355
Gross margin
 604,753 236,753 (2,385 ) 839,121
Operating expenses:
Research and development
 142,279 56,848 7,791   (3,4) 206,918
Selling, general, and administrative
 77,082 69,414 (7,206 ) (3) 139,290
Total operating expenses
 219,361 126,262 585 346,208
Operating income
 385,392 110,491 (2,970 ) 492,913
Interest income and other, net
 39,789 12,024 (2,240 ) (3) 49,573
Income before income taxes
 425,181 122,515 (5,210 ) 542,486
Provision for income taxes
 144,562 39,275 (1,926 ) (7) 181,911
Net income
 $ 280,619 $ 83,240 $ (3,284 ) $ 360,575
Earnings per share:
Basic
 $ 1.01 $ 1.41 $ 1.14
Diluted
 $ 0.88 $ 1.32 $ 1.00
Shares used in the calculation of earnings per share:
Basic
 277,640 59,119 (20,603 ) (8) 316,156
Diluted
 317,832 63,193 (22,023 ) (8) 359,002
Dividends declared per share
 $ — $ 0.115 $ 0.022

*   See Accompanying Notes to Unaudited Pro Forma Combined Financial Statements

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MAXIM INTEGRATED PRODUCTS, INC.

UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS (CONTINUED)

(IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   
MAXIM DALLAS SEMICONDUCTOR
FISCAL YEAR ENDED FISCAL YEAR ENDED PRO FORMA PRO FORMA
JUNE 26, 1999 JANUARY 2, 2000 ADJUSTMENTS* COMBINED
Net revenues
 $ 606,965 $ 390,207 $ 5,677   (3,5) $ 1,002,849
Cost of goods sold
 189,673 188,650 919   (3,5) 379,242
Gross margin
 417,292 201,557 4,758 623,607
Operating expenses:
Research and development
 88,249 50,354 7,204   (3,4) 145,807
Selling, general, and administrative
 52,275 61,259 (5,892 ) (3) 107,642
Total operating expenses
 140,524 111,613 1,312 253,449
Operating income
 276,768 89,944 3,446 370,158
Interest income and other, net
 20,386 9,717 (2,143 ) (3) 27,960
Income before income taxes
 297,154 99,661 1,303 398,118
Provision for income taxes
 101,032 31,323 482   (7) 132,837
Net income
 $ 196,122 $ 68,338 $ 821 $ 265,281
Earnings per share:
Basic
 $ 0.74 $ 1.18 $ 0.88
Diluted
 $ 0.64 $ 1.11 $ 0.77
Shares used in the calculation of earnings per share:
Basic
 265,444 57,704 (20,110 ) (8) 303,038
Diluted
 304,118 61,768 (21,526 ) (8) 344,360
Dividends declared per share
 $ — $ 0.100 $ 0.019

*   See Accompanying Notes to Unaudited Pro Forma Combined Financial Statements

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MAXIM INTEGRATED PRODUCTS, INC.

UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS (CONTINUED)

(IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   
MAXIM DALLAS SEMICONDUCTOR
FISCAL YEAR ENDED FISCAL YEAR ENDED PRO FORMA PRO FORMA
JUNE 27, 1998 JANUARY 3, 1999 ADJUSTMENTS* COMBINED
Net revenues
 $ 560,220 $ 341,333 $ 2,885   (3,5) $ 904,438
Cost of goods sold
 183,724 162,418 (71 ) (3,5) 346,071
Gross margin
 376,496 178,915 2,956 558,367
Operating expenses:
Research and development
 72,204 47,452 5,481   (3,4) 125,137
Selling, general, and administrative
 49,256 56,523 (4,507 ) (3) 101,272
Total operating expenses
 121,460 103,975 974 226,409
Operating income
 255,036 74,940 1,982 331,958
Interest income and other, net
 14,879 6,390 (1,274 ) (3) 19,995
Income before income taxes
 269,915 81,330 708 351,953
Provision for income taxes
 91,771 25,920 262   (7) 117,953
Net income
 $ 178,144 $ 55,410 $ 446 $ 234,000
Earnings per share:
Basic
 $ 0.69 $ 0.99 $ 0.79
Diluted
 $ 0.59 $ 0.93 $ 0.69
Shares used in the calculation of earnings per share:
Basic
 259,676 55,986 (19,511 ) (8) 296,151
Diluted
 301,322 59,914 (20,880 ) (8) 340,356
Dividends declared per share
 $ — $ 0.080 $ 0.015

*   See Accompanying Notes to Unaudited Pro Forma Combined Financial Statements

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NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

(1) PERIODS COMBINED

      The Company’s unaudited consolidated balance sheet as of March 31, 2001 has been combined with the Dallas Semiconductor unaudited consolidated balance sheet as of April 1, 2001.

      The Company’s unaudited consolidated statement of operations for the nine months ended March 31, 2001 has been combined with Dallas Semiconductor’s unaudited consolidated statement of operations for the nine months ended April 1, 2001. The Company’s consolidated statement of operations for the fiscal year ended June 24, 2000 has been combined with Dallas Semiconductor’s unaudited consolidated statement of operations for the twelve months ended July 2, 2000. This combining methodology includes the last two reported quarters of Dallas Semiconductor’s fiscal year ended January 2, 2000 and the first two reported quarters of its fiscal year ended December 31, 2000. The Company’s consolidated statements of operations for the fiscal years ended June 26, 1999 and June 27, 1998 have been combined with Dallas Semiconductor’s consolidated statement of operations for the fiscal years ended January 2, 2000 and January 3, 1999, respectively. This presentation has the effect of including Dallas Semiconductor’s unaudited results of operations for the six-month period ended January 2, 2000 in both the fiscal year ended January 2, 2000 and the twelve-month period ended July 2, 2000 included in the unaudited pro forma combined statements of operations. Dallas Semiconductor’s net sales, net income and diluted net income per common share for the six-month period ended January 2, 2000 as derived from the unaudited historical consolidated financial statements of Dallas Semiconductor are $208.6 million, $37.1 million and $0.60 per share, respectively.

      The periods combined for purposes of presenting the unaudited pro forma combined statements of operations are not necessarily indicative of the periods expected to be combined for purposes of the Company’s Annual Report on Form 10-K for the year ended June 30, 2001, which is expected to be filed with the SEC in September 2001.

(2) DIRECT TRANSACTION COSTS AND MERGER-RELATED EXPENSES

      The Company estimates that as a result of the merger the combined company will incur direct transaction costs of $25.3 million. These costs consist of approximately $14.0 million, which is intended to satisfy existing employment contracts and other non-employee director arrangements; a $5.8 million payment to be made under a change in control provision in a previously existing life insurance arrangement; and $5.5 million for investment banking, legal, accounting, filings with regulatory agencies, financial printing and other related costs. As of the date of this Report on Form 8-K/A, the Company has also incurred $1.6 million in merger-related charges due to changes made in its sales organization subsequent to the consummation of the merger.

      The direct transaction costs and merger-related expenses will be charged to operations in the fourth quarter of fiscal 2001. The unaudited pro forma combined balance sheet gives effect to such charges as if they had been incurred as of March 31, 2001, but the effects of these costs have not been reflected in the unaudited pro forma combined statements of operations as they are nonrecurring in nature. It is expected that substantially all of these direct transaction costs and merger-related expenses will be paid out of existing cash reserves within twelve months after the consummation of the merger.

      The income tax effect of direct transaction costs and merger-related charges has also been reflected as a pro forma adjustment.

      In addition to the above, management is in the process of formulating a plan to combine operations, and it is expected that the combined company will incur additional merger-related charges in connection with the business combination in the fourth quarter of fiscal 2001. Due to the preliminary nature of these charges, they have not been reflected as a pro forma adjustment in the unaudited pro forma combined balance sheet.

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(3) INCOME STATEMENT CLASSIFICATION

      The Company and Dallas Semiconductor have certain differences in the classification of revenues and expenses in their historical statement of operations. These adjustments reflect the conforming of the combined company’s income statement classification.

(4) OTHER CURRENT ASSETS

      Dallas Semiconductor capitalized and amortized certain employee-related expenses. The Company expenses these employee-related expenses as incurred. This adjustment reflects the conforming of Dallas Semiconductor’s policy and presentation with respect to such employee related expenses to that of the Company.

(5) DEFERRED INCOME ON SHIPMENTS TO DISTRIBUTORS

      Both the Company and Dallas Semiconductor have sales to domestic distributors under agreements that provide for certain price rebates, allowances and return privileges. The Company defers recognition of these sales until the merchandise is sold by the domestic distributors. Through Dallas Semiconductor’s fiscal year 2000, the company recognized these sales, which are reduced by estimated future price reductions and returns, upon shipment to domestic distributors. This adjustment reflects the conforming of Dallas Semiconductor’s revenue recognition policy and presentation to that of the Company.

      Dallas Semiconductor changed its revenue recognition policy with respect to sales to domestic distributors as of and for the three months ended April 1, 2001. Therefore, the Dallas Semiconductor historical balance sheet as of April 1, 2001 presented in the unaudited pro forma combined balance sheet reflects the revenue recognition policy and presentation of the Company and no pro forma adjustments related to deferred income on shipments to distributors are required.

(6) EXCHANGE OF STOCK

      This adjustment reflects the reclassification of additional paid-in capital of Dallas Semiconductor to conform to the presentation to that of the Company.

(7) INCOME TAXES

      This adjustment records the income tax effect of the pro forma adjustments.

(8) EARNINGS PER SHARE

      The unaudited pro forma combined basic and diluted earnings per share amounts are based upon the pro forma combined weighted average number of common and common equivalent shares of the Company and Dallas Semiconductor outstanding for each period at an exchange ratio of 0.6515 shares of the Company’s common stock for each share of Dallas Semiconductor common stock. The exchange ratio of 0.6515 is the actual exchange ratio as determined on April 11, 2001, the date the stockholders of Dallas Semiconductor voted affirmatively in favor of the merger with the Company.

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SIGNATURE

      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.

Dated: June 8, 2001
         
  Maxim Integrated Products, Inc.
 
  By: /s/ Carl W. Jasper
Name: Carl W. Jasper
Title: Vice President and Chief Financial Officer

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EXHIBIT INDEX

     
Exhibit
Number Description
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of KPMG LLP, Independent Certified Public Accountants

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