-----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, ModI7VDqNU691zwHLcaJlW3hakYy1L2YTlTms2N0nOf6w7apljioGv6Odt4D/vDx 0q6bPyrJ44CDG+rnaNE2Jw== 0000891618-99-000347.txt : 19990208 0000891618-99-000347.hdr.sgml : 19990208 ACCESSION NUMBER: 0000891618-99-000347 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981226 FILED AS OF DATE: 19990205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAXIM INTEGRATED PRODUCTS INC CENTRAL INDEX KEY: 0000743316 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942896096 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-16538 FILM NUMBER: 99522855 BUSINESS ADDRESS: STREET 1: 120 SAN GABRIEL DR CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4087377600 MAIL ADDRESS: STREET 1: 120 SAN GABRIEL DR CITY: SUNNYVALE STATE: CA ZIP: 94086 10-Q 1 FORM 10-Q DATED 12/28/98 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 26, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO _________ COMMISSION FILE NO. 0-16538 MAXIM INTEGRATED PRODUCTS, INC. (Exact name of registrant as specified in its charter) DELAWARE 94-2896096 (State or Other Jurisdiction of (I.R.S. Employer I.D. No.) Incorporation or Organization) 120 SAN GABRIEL DRIVE, SUNNYVALE, CA 94086 (Address of Principal Executives Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (408) 737-7600 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days: YES [X] NO [ ] CLASS: COMMON STOCK, OUTSTANDING AT JANUARY 25, 1999 $.001 PAR VALUE 133,328,033 SHARES
2 MAXIM INTEGRATED PRODUCTS, INC. INDEX
PART I. FINANCIAL INFORMATION PAGE ---- ITEM 1. Financial Statements Consolidated Balance Sheets 3 as of December 26, 1998 and June 27, 1998. Consolidated Statements of Income 4 for the three months and six months ended December 26, 1998 and December 27, 1997 Consolidated Statements of Cash Flows 5 for the six months ended December 26, 1998 and December 27, 1997 Notes to Consolidated Financial Statements 6-8 ITEM 2. Management's Discussion and Analysis of 9-12 Financial Condition and Results of Operations ITEM 3. Quantitative and Qualitative Disclosures About 13 Market Risk PART II. OTHER INFORMATION ITEM 4. Submission of Matters to a Vote of Security 13 Holders ITEM 6. Exhibits and Reports on Form 8-K 13 SIGNATURES 14
2 3 CONSOLIDATED BALANCE SHEETS MAXIM INTEGRATED PRODUCTS, INC. - --------------------------------------------------------------------------------
December 26, June 27, (Amounts in thousands) 1998 1998 (unaudited) ==================================================================================== ASSETS - ------------------------------------------------------------------------------------ Current assets: Cash and cash equivalents $ 53,666 $ 16,739 Short-term investments 338,787 306,209 - ------------------------------------------------------------------------------------ Total cash, cash equivalents and short-term investments 392,453 322,948 - ------------------------------------------------------------------------------------ Accounts receivable, net 87,403 101,921 Inventories 43,309 44,707 Deferred income taxes and other current assets 43,944 38,439 - ------------------------------------------------------------------------------------ Total current assets 567,109 508,015 - ------------------------------------------------------------------------------------ Property, plant and equipment, at cost, less accumulated depreciation 269,980 255,453 Other assets 7,766 6,024 - ------------------------------------------------------------------------------------ TOTAL ASSETS $ 844,855 $ 769,492 ==================================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 28,189 $ 35,169 Income taxes payable 1,064 27,412 Accrued salaries 21,431 21,421 Accrued expenses 28,506 22,604 Deferred income on shipments to distributors 23,946 23,686 - ------------------------------------------------------------------------------------ Total current liabilities 103,136 130,292 - ------------------------------------------------------------------------------------ Other liabilities 4,000 4,000 Deferred income taxes 4,200 4,200 - ------------------------------------------------------------------------------------ Stockholders' equity: Common stock 131 131 Additional paid-in capital 87,056 81,118 Retained earnings 647,801 551,914 Translation adjustment (1,469) (2,163) - ------------------------------------------------------------------------------------ Total stockholders' equity 733,519 631,000 - ------------------------------------------------------------------------------------ TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 844,855 $ 769,492 ====================================================================================
See accompanying Notes to Consolidated Financial Statements. 3 4 CONSOLIDATED STATEMENTS OF INCOME MAXIM INTEGRATED PRODUCTS, INC.
- ----------------------------------------------------------------------------------------------- (Amounts in thousands, except per share data) Three months ended Six months ended - ----------------------------------------------------------------------------------------------- December 26, December 27, December 26, December 27, (Unaudited) 1998 1997 1998 1997 =============================================================================================== Net revenues $ 145,012 $ 135,000 $ 300,293 $ 260,000 Cost of goods sold 45,409 44,550 95,862 86,050 - ----------------------------------------------------------------------------------------------- Gross margin 99,603 90,450 204,431 173,950 - ----------------------------------------------------------------------------------------------- Operating expenses: Research and development 21,385 17,013 42,436 32,493 Selling, general and administrative 12,643 11,811 26,130 22,745 - ----------------------------------------------------------------------------------------------- Total operating expenses 34,028 28,824 68,566 55,238 - ----------------------------------------------------------------------------------------------- Operating income 65,575 61,626 135,865 118,712 Interest income, net 4,867 3,266 9,418 6,732 - ----------------------------------------------------------------------------------------------- Income before provision for income taxes 70,442 64,892 145,283 125,444 Provision for income taxes 23,950 22,063 49,396 42,651 - ----------------------------------------------------------------------------------------------- Net income $46,492 $42,829 $95,887 $82,793 =============================================================================================== Earnings per share: Basic $ 0.35 $ 0.33 $ 0.73 $ 0.64 Diluted $ 0.31 $ 0.29 $ 0.64 $ 0.55 =============================================================================================== Shares used in the calculation of earnings per share: Basic 131,309 128,733 130,945 128,648 Diluted 149,972 149,749 149,316 150,279 ===============================================================================================
See accompanying Notes to Consolidated Financial Statements. 4 5 CONSOLIDATED STATEMENTS OF CASH FLOWS MAXIM INTEGRATED PRODUCTS, INC.
=============================================================================================== For the six months ended (Amounts in thousands)(Unaudited) December 26, December 27, Increase (decrease) in cash and cash equivalents 1998 1997 =============================================================================================== Cash flows from operating activities: Net income $ 95,887 $ 82,793 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, amortization and translation adjustment 8,998 7,050 Reduction of equipment value - 4,842 Changes in assets and liabilities: Accounts receivable 14,518 (8,793) Inventories 1,398 (1,701) Deferred income taxes and other current assets (5,505) (2,765) Accounts payable (6,980) 5,884 Income taxes payable 10,533 35,880 Deferred income on shipments to distributors 260 (1,371) All other accrued liabilities 5,912 3,507 - ----------------------------------------------------------------------------------------------- Net cash provided by operating activities 125,021 125,326 - ----------------------------------------------------------------------------------------------- Cash flows from investing activities: Additions to property, plant and equipment (22,831) (71,951) Other assets (1,742) (1,671) Purchases of available-for-sale securities (144,090) (95,329) Proceeds from sales/maturities of available-for-sale securities 111,512 86,602 - ----------------------------------------------------------------------------------------------- Net cash provided by (used in) investing activities (57,151) (82,349) - ----------------------------------------------------------------------------------------------- Cash flows from financing activities: Issuance of common stock 21,463 16,779 Repurchase of common stock (52,406) (65,639) - ----------------------------------------------------------------------------------------------- Net cash provided by (used in) financing activities (30,943) (48,860) - ----------------------------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 36,927 (5,883) Cash and cash equivalents: Beginning of year 16,739 18,562 - ----------------------------------------------------------------------------------------------- End of period $ 53,666 $ 12,679 ===============================================================================================
See accompanying Notes to Consolidated Financial Statements. 5 6 MAXIM INTEGRATED PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: BASIS OF PRESENTATION The unaudited consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. The results of operations for the three and six months ended December 26, 1998 are not necessarily indicative of the results to be expected for the entire year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the year ended June 27, 1998. Effective July 1, 1997, the Company adopted a 52-53 week fiscal year that will end on the last Saturday in June, and in which each accounting quarter will end on the last Saturday of the last month of the quarter. NOTE 2: INVENTORIES Inventories consist of (in thousands):
December 26, June 27, ------------ --------- 1998 1998 ---- ---- (unaudited) Raw materials $ 3,688 $ 4,826 Work-in-process 24,281 29,575 Finished goods 15,340 10,306 -------- -------- $ 43,309 $ 44,707 ======== ========
6 7 MAXIM INTEGRATED PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) NOTE 3: EARNINGS PER SHARE Basic earnings per share is calculated based only on weighted average common shares outstanding. Diluted earnings per share is calculated based on the weighted average number of common and dilutive common equivalent shares outstanding during each respective period. The number of dilutive common equivalent shares which became issuable pursuant to the grant of stock options has been calculated using the treasury stock method.
- --------------------------------------------------------------------------------------------------------- (Amounts in thousands, except per share data) Three months ended Six months ended - --------------------------------------------------------------------------------------------------------- December 26, December 27, December 26, December 27, (Unaudited) 1998 1997 1998 1997 ========================================================================================================= Numerator for basic earnings per share and diluted earnings per share Net income 46,492 $42,829 $95,887 $82,793 ======================================================================================================== Denominator for basic earnings per share 131,309 128,733 130,945 128,648 Effect of dilutive securities: Stock options and warrants 18,663 21,016 18,371 21,631 ======================================================================================================== Denominator for diluted earnings per share 149,972 149,749 149,316 150,279 ======================================================================================================== Earnings per share: Basic $ 0.35 $ 0.33 $ 0.73 $ 0.64 Diluted $ 0.31 $ 0.29 $ 0.64 $ 0.55 ========================================================================================================
7 8 MAXIM INTEGRATED PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) NOTE 4: SHORT-TERM INVESTMENTS All short-term investments at December 26, 1998 are classified as available-for-sale and consist of U.S. Treasury and Federal Agency debt securities maturing within one year. Unrealized gains and losses, net of tax, on securities in this category are reportable as a separate component of stockholders' equity. Because of the short term to maturity and relative price insensitivity to changes in market interest rates, amortized cost approximates fair market value and no unrealized gains or losses have been recorded at December 26, 1998. The cost of securities sold is based on the specific identification method. Interest earned on securities is included in interest income, net in the consolidated statements of income. NOTE 5: COMPREHENSIVE INCOME The Company has adopted Statement of Financial Accounting Standards No. 130 (SFAS 130) Reporting Comprehensive Income, as of the first quarter of fiscal 1999. SFAS 130 establishes standards for the reporting and disclosure of comprehensive income and its components, however it has no impact on the Company's consolidated results of operations, financial position or cash flows. The difference between net income and comprehensive income is from foreign currency translation adjustments. The components of comprehensive income for the three and six months ended December 26, 1998 and December 27, 1997 are as follows (in thousands):
Three months ended Six months ended - ------------------------------------------------------------------------------------------------ December 26, December 27, December 26, December 27, 1998 1997 1998 1997 ================================================================================================ Net income $ 46,492 $ 42,829 $ 95,887 $ 82,793 Cumulative Translation adjustment (10) (299) 694 (942) - ------------------------------------------------------------------------------------------------ Comprehensive Income $ 46,482 $ 42,530 $ 96,581 $ 81,851 ================================================================================================
NOTE 6: RECENT PRONOUNCEMENT Statement of Financial Accounting Standards No. 133 (SFAS 133) Accounting for Derivative Instruments and Hedging Activities was issued by the Financial Accounting Standards Board in June 1998. The Standard will require the Company to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through income. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives will either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. The change in a derivative's fair value related to the ineffective portion of a hedge, if any will be immediately recognized in earnings. The Company expects to adopt this Standard as of the beginning of its fiscal year 2000. The effect of adopting the Standard is currently being evaluated, but is not expected to have a material effect on the Company's financial position or results of operations. 8 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Net revenues increased by 7.4% and 15.5% for the three and six months ended December 26, 1998 compared to the three and six months ended December 27, 1997. The increase is primarily attributable to higher unit shipments resulting from continued introduction of new proprietary products and increased market acceptance of the Company's proprietary and second-source products. During the quarter, 57% of net revenues were derived from customers outside of the United States. While the majority of these sales are denominated in US dollars, the Company enters into foreign currency forward contracts to mitigate its risks on firm commitments and net monetary assets denominated in foreign currencies; as a result, the impact of changes in foreign exchange rates on revenue and the Company's results of operations for the quarter was minimal. Gross margin was 68.7% and 68.1% in the three and six months ended December 26, 1998, compared to 67.0% and 66.9% for the three and six months ended December 27, 1997. The increase in gross margin for the three and six months ended December 26, 1998 was due to production efficiencies obtained through economies of scale offset to some extent by a $2.5 million increase in inventory reserves. In addition, the Company expensed approximately $2.8 million of negative manufacturing variances. Research and development expenses were 14.7% and 14.1% of net revenues in the three and six months ended December 26, 1998, compared to 12.6% and 12.5% in the three and six months ended December 27, 1997. The increase is attributable primarily to increased investments in product development efforts. Selling, general and administrative expenses were 8.7% of net revenues for both the three and six months ended December 26, 1998 and for the three and six months ended December 27, 1997. Selling, general and administrative expenses increased in absolute dollars primarily as a result of increased headcount and related employee expenses to support the Company's higher revenues. The Company's operating income decreased slightly to 45.2% of net revenues for both the three and six months ended December 26, 1998 as a result of the items described above compared to 45.6% and 45.7% in the three and six months ended December 27, 1997. Net interest income increased to $4.9 million in the three months and $9.4 million in the six months ended December 26, 1998, compared to $3.3 million and $6.7 million for the three and six months ended December 27, 1997, as a result of higher levels of invested cash, cash equivalents and short-term investments. The effective income tax rate for both the three and six months ended December 26, 1998 was 34%. This rate differs from the federal statutory rate primarily due to state income taxes, federal research and development tax credit and tax exempt earnings of the Company's Foreign Sales Corporation. 9 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT'D) OUTLOOK Net bookings were $141.0 million in the second quarter of fiscal 1999, an 11% increase over the first quarter of fiscal 1999 of $127.0 million. During the quarter, customers continued their trend of ordering for near-term delivery. Turns orders received in the quarter were $52.0 million, a 24% increase over the first quarter of 1999 (turns orders are customer orders that are for delivery within the same quarter and may result in revenue within the same quarter if the Company has available inventory that matches those orders). Order cancellations during the quarter were approximately $15 million, the lowest level in the last several quarters. Second quarter of fiscal 1999 ending backlog shippable within the next 12 months was approximately $135 million, including $109 million requested for shipment by the end of the third quarter of fiscal 1999. Since shipments in the second quarter of fiscal 1999 slightly exceeded the Company's net bookings, the opening backlog for the third quarter of fiscal 1999 was below that for the previous quarter. Accordingly, the Company's ability to ship in the third quarter at or above the level of the second quarter of fiscal 1999 will depend on third quarter turns orders being at or above second quarter levels. During the second quarter of fiscal 1999, bookings grew in Europe and the Pacific Rim. Market conditions in Japan continue to be difficult, and business in that country declined during the quarter. While some of the strength in the Pacific Rim is due to the transfer of contract manufacturing to lower cost manufacturing areas, the Company also saw an increase in its OEM business in Korea. Bookings improved in the communications (primarily cell phone) and the computer (primarily notebook related) end markets. In addition, the Company experienced moderate bookings growth in the broad-based traditional standard analog products that serve most of the Company's end markets. LIQUIDITY AND CAPITAL RESOURCES The Company's primary sources of funds for the first six months of fiscal 1999 have been from net cash generated from operating activities of $125.0 million, and the issuance of common stock of $21.5 million associated with the Company's stock option programs. The principal uses of funds have been the repurchase of $52.4 million of common stock, the purchase of $22.8 million in property, plant and equipment and $32.6 million of net investment activities. The Company anticipates that it will spend up to $70 million for capital equipment in fiscal 1999 and believes that it possesses sufficient liquidity and capital resources to fund these purchases and its operations for the foreseeable future. In addition, the Company intends to continue to repurchase its common stock from time to time consistent with its policy and practice of using the proceeds or anticipated proceeds from the exercise of stock options and the resulting tax benefit to repurchase its common stock. 10 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT'D) YEAR 2000 ISSUE As a result of certain computer programs being written using two digits rather than four to define the applicable year, any of the Company's computer programs that have date-sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000 (the "Year 2000 Issue"). This could result in a system failure or miscalculations causing disruptions of operations, including, among other things, a temporary inability to process transactions, send invoices, or engage in normal business activities. The Company has evaluated and is continuing to evaluate the modifications required to both new and existing software and hardware systems required to mitigate the Year 2000 issue. Evaluations have been substantially completed on systems determined by the Company to be critical to the Company's operations, and remediation has begun on those systems. The Company estimates that it is more than 50% complete in such remediation. The Company has also initiated formal communications with its significant suppliers and large customers to determine the extent to which the Company is vulnerable to those third parties' failure to minimize their own Year 2000 Issue. The Company expects to have any required modifications completed prior to December 31, 1999. However, if such modifications are not made, or are not completed in a timely fashion, the Year 2000 Issue could have a material impact on the operations of the Company. In addition, there can be no assurance that the systems of other companies on which the Company's systems rely will be timely converted, or that a failure to convert by another company, or a conversion that is incompatible with the Company's systems, would not have a material adverse effect on the Company. The Company currently has no contingency plan in the event it or third parties are unable to complete system modifications to address the Year 2000 Issue. Costs incurred to date have been minimal. While the Company has not fully completed the evaluation of its Year 2000 Issue, it does not anticipate that the future cost of these efforts will be material. The date on which the Company plans to complete any necessary Year 2000 modifications and costs related to completing such modifications are based on management's best estimates, which were derived utilizing numerous assumptions of future events, including the continued availability of certain resources, third party modification plans, and other factors. However, there can be no assurance that these estimates will be achieved, and actual completion dates and costs could differ significantly from those estimates. Specific factors that might cause such significant differences include, but are not limited to, the availability and cost of personnel trained in this area, the ability to locate and correct all relevant computer codes, and similar uncertainties. 11 12 FORWARD-LOOKING INFORMATION This Report on Form 10-Q contains forward-looking statements, including statements regarding or implicating the Company's expectations, intentions, plans, goals and hopes regarding the future. Such statements include, among others, statements regarding bookings, shipments, turns orders, capital spending, the sufficiency of capital resources and liquidity, the Company's stock repurchase policy, completion of Year 2000 related modifications and costs of Year 2000 remediation efforts. Forward-looking statements in this report, including this Management's Discussion and Analysis section, involve risk and uncertainty. There are numerous factors that could cause the Company's actual results to differ materially from results predicted or implied in this report. Important factors affecting the Company's ability to achieve future revenue growth include whether, and the extent to which, demand for the Company's products increases and reflects real end-user demand; whether customer cancellations and delays of outstanding orders increase; and whether the Company is able to manufacture in a correct mix to respond to orders on hand and new orders received in the future; whether the Company is able to achieve its new product development and introduction goals, including, without limitation, goals for recruiting, retaining, training, and motivating engineers, particularly design engineers, and goals for conceiving and introducing timely new products that are well received in the marketplace; and whether the Company is able to successfully commercialize its new technologies, such as its new second-generation high frequency technologies, that it has been investing in. Other important factors that could cause actual results to differ materially from those predicted include overall economic conditions, such as the currency and other economic issues affecting Asian and other countries; demand for electronic products and semiconductors generally; demand for the end-user products for which the Company's semiconductors are suited; timely availability of raw materials, equipment, supplies and services; unanticipated manufacturing problems; technological and product development risks; competitors' actions; and other risk factors described above under the heading Year 2000 Issue and in the Company's filings with the Securities and Exchange Commission and in particular its report on Form 10-K for the year ended June 27, 1998. All forward-looking statements included in this document are made as of the date hereof, based on the information available to the Company as of the date hereof, and the Company assumes no obligation to update any forward-looking statement. 12 13 ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company's market risk disclosures set forth in Item 7A of its Annual Report on Form 10-K for the year ended June 27, 1998 have not changed significantly. PART II. OTHER INFORMATION ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company held an Annual Meeting of Stockholders on November 19, 1998. The Stockholders elected the Board's nominees as directors by the votes indicated:
Nominee Votes in Favor Votes Withheld - ------- -------------- -------------- James R. Bergman 117,794,440 158,088 John F. Gifford 117,783,556 158,088 Kipling Hagopian 117,785,507 158,088 A.R. Frank Wazzan 117,794,593 158,088
The increase in the number of shares of common stock under the Company's 1996 Stock Incentive Plan and the 1987 Employee Stock Participation Plan was ratified and approved with 75,303,453 votes in favor, 32,966,001 against, 80,014 abstentions and 9,599,1670 non-votes. The selection of Ernst & Young LLP as the Company's independent auditors for fiscal 1999 was ratified with 117,861,346 votes in favor, 15,385 votes against, 71,904 abstentions and no non-votes. ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 27 Financial Data Schedule. (b) No Reports on Form 8-K were filed during the quarter ended December 26, 1998. ITEMS 1, 2, 3 AND 5 HAVE BEEN OMITTED AS THEY ARE NOT APPLICABLE. 13 14 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 thereunto duly authorized. FEBRUARY 5, 1999_ MAXIM INTEGRATED PRODUCTS, INC. (Date) ---------------------------------------- (Registrant) /s/ Michael J. Byrd ---------------------------------------- MICHAEL J. BYRD Vice President and Chief Financial Officer (For the Registrant and as Principal Financial Officer) /s/ Carl W. Jasper ---------------------------------------- CARL W. JASPER Corporate Controller (Principal Accounting Officer) 14 15 EXHIBIT INDEX 27 Financial Data Schedule. EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 6-MOS JUN-26-1999 JUN-28-1998 DEC-26-1998 392,453 0 88,866 (1,463) 43,309 567,109 360,580 (90,600) 844,855 103,136 0 0 0 131 733,388 844,855 300,293 300,293 95,862 95,862 68,566 0 (9,418) 145,283 49,396 95,887 0 0 0 95,887 0.73 0.64
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