-----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, JirN6ZvhNj1bkbvAddnH22CLoUiJrTwotpkJ1ZE68D/Af65kukJDYX1TG697QJkI 3pxlUkpbbz0sVHi/qwbeMQ== 0001095811-01-000589.txt : 20010205 0001095811-01-000589.hdr.sgml : 20010205 ACCESSION NUMBER: 0001095811-01-000589 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010201 SUBJECT COMPANY: 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: 0626 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-16538 FILM NUMBER: 1521319 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 FILED BY: 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: 0626 FILING VALUES: FORM TYPE: 425 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 425 1 f69034e425.txt 425 1 Filed by Maxim Integrated Products, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Maxim Integrated Products, Inc. Commission File No.: 000-16538 [MAXIM LETTERHEAD] PRESS INFORMATION FOR IMMEDIATE RELEASE NASDAQ SYMBOL MXIM Contact: John F. Gifford, Chairman, President and Chief Executive Officer (408) 737-7600 MAXIM REPORTS RECORD REVENUES AND EARNINGS FOR THE SECOND QUARTER OF FISCAL 2001 SUNNYVALE, CA--January 31, 2001--Maxim Integrated Products, Inc., (Nasdaq: MXIM) reported record net revenues of $305.1 million for its fiscal second quarter ending December 30, 2000, a 51.2% increase over the $201.7 million reported for the same quarter a year ago. Net income increased to a record $99.1 million in the second quarter, compared to $64.6 million last year, a 53.3% increase. Diluted earnings per share were $0.31 for the second quarter, a 55.0% increase over the $0.20 reported for the same period a year ago. During the quarter, cash and short-term investments increased by $44.6 million after paying $103.1 million for 1.7 million shares of the Company's common stock and $60.2 million for property and equipment. Accounts receivable decreased by $17.1 million to $127.4 million. Although revenues increased significantly, inventories decreased to $63.5 million during the quarter. Gross margin for the second quarter was 70.6%, compared to 70.5% in the first quarter of fiscal 2001. Research and development expense was $51.3 million -- more -- 2 or 16.8% of net revenues in the second quarter, compared to $46.7 million or 16.4% of net revenues in the first quarter. During the quarter, the Company increased inventory reserves by $14.3 million and recorded a writedown of property and equipment of $11.6 million to cost of goods sold and $3.6 million to research and development expense. Additionally, the Company recorded a $4.0 million charge to selling, general and administrative expense primarily related to technology licensing matters. End market bookings in the second quarter of fiscal 2001 were $332 million, down slightly (5%) from first quarter end market bookings of $348 million. U.S. distributor bookings on Maxim were 28% below bookings received from their customers. This was in part due to our encouraging them to manage inventory of our product at their locations. As a result, second quarter bookings on Maxim were $308 million, compared to $339 million for the first quarter of the fiscal year. We believe that end market consumption remains in line with our projection for the fiscal year. Turns orders received in the quarter were $58 million, compared to $98 million received in the prior quarter (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). End market bookings decreased in the U.S. and Pacific Rim, but increased in both Europe and Japan. Bookings were lower in the notebook and cell phone end markets, where there appears to be an inventory correction underway. Second quarter ending backlog shippable within the next 12 months was approximately $431 million, including approximately $330 million requested for shipment in the third quarter of fiscal 2001. The Company's first quarter ending backlog shippable within the next 12 months was approximately $443 million, including approximately $353 million that was requested for shipment in the second quarter. All of these backlog numbers have been adjusted to be net of -- more -- 3 cancellations and estimated future U.S. distribution ship and debit pricing adjustments. Jack Gifford, Chairman, President, and Chief Executive Officer, commented on the results: "We had excellent results during the second quarter, with continued record revenues and earnings. Quarterly bookings continue to moderate as customers and distributors, primarily in the U.S. and Pacific Rim, adjust their ordering patterns. While this trend may continue through the third quarter, we believe that the end market consumption for our products continues to support our revenue and earnings outlook for the fiscal year. We are comfortable with our backlog level, particularly since approximately 90% of our backlog is composed of proprietary products." Mr. Gifford concluded: "We are making good progress toward meeting our goal of introducing over 450 products this year. We are now halfway through our product announcement year and have introduced 246 products. We remain focused on releasing excellent new products to the marketplace that will enable us to meet our 5-year plans. The recently announced acquisition plan for Dallas Semiconductor will certainly add to our new product efforts during this period." **** Certain statements in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve risk and uncertainty. They include the Company's expectations regarding the trend of bookings, estimates of end-market and customer consumption of the Company's products, expectations for future revenue and earnings growth, and progress toward the Company's new product introduction goal. Results could differ materially from those forecasted based upon, among other things, the Company incorrectly assessing customer end-user demand; -- more -- 4 technical difficulties in bringing new products and processes to market in a timely manner; market developments that could adversely affect the growth of the mixed-signal analog market such as declines in customer forecasts or earlier than expected cyclical downturns within the mixed-signal analog segment of the semiconductor market or possible effects of capacity constraints affecting other suppliers to equipment manufacturers; significant interruptions or shortages of electric power; and the Company being unable to sustain its successes in the markets its products are introduced in, as well as other risks described in the Company's Form 10K for the fiscal year ended June 24, 2000. All forward-looking statements included in this news release 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. Maxim Integrated Products is a leading international supplier of quality analog products for applications that require real world signal processing. ADDITIONAL INFORMATION AND WHERE TO FIND IT: Maxim expects to file a Registration Statement on SEC Form S-4 in connection with the proposed merger of a subsidiary of Maxim with Dallas Semiconductor Corporation and Dallas Semiconductor expects to mail a Proxy Statement/ Prospectus to its stockholders containing information about the merger. Investors and security holders are urged to read the Registration Statement and the Proxy Statement/Prospectus carefully when they are available. The Registration Statement and the Proxy Statement/Prospectus will contain important information about Maxim, Dallas Semiconductor, the merger, and related matters. Investors and security holders will be able to obtain free copies of these documents through the web site maintained by the U.S. Securities and Exchange Commission at http//www.sec.gov. In addition to the Registration Statement and the Proxy Statement/Prospectus, Maxim and Dallas Semiconductor file annual, quarterly and special reports, proxy statements and other information -- more -- 5 with the Securities and Exchange Commission. You may read and copy any report, statement and other information filed by Maxim and Dallas Semiconductor at the SEC public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the SEC's other public reference rooms in New York and Chicago. Please call the SEC at 800-SEC-0330 for further information on the public reference rooms. Maxim's and Dallas Semiconductor's filings with the SEC are also available to the public from commercial document retrieval services and the web site maintained by the SEC at http//www.sec.gov. The Registration Statement, the Proxy Statement/Prospectus and these other documents may also be obtained for free from Maxim and Dallas Semiconductor. Maxim, Dallas Semiconductor, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the security holders of Dallas Semiconductor in favor of the merger. The directors and executive officers of Maxim and their beneficial ownership of Maxim common stock are set forth in the proxy statement for the 2000 annual meeting of Maxim. The directors and executive officers of Dallas Semiconductor and their beneficial ownership of Dallas Semiconductor common stock are set forth in the proxy statement for the 2000 annual meeting of Dallas Semiconductor. In addition, upon completion of or in connection with the merger, executive officers of Dallas Semiconductor will enter into employment agreements with Maxim, M.D. Sampels, a director of Dallas Semiconductor, will become a director of Maxim, options to purchase shares of Dallas Semiconductor common stock owned by the directors and executive officers of Dallas Semiconductor will vest and become exercisable, and Maxim will provide indemnification and director and officer liability insurance coverage to the directors and executive officers of Dallas Semiconductor. Security holders of Dallas Semiconductor may obtain additional information regarding the interests of the foregoing people by reading the Proxy Statement/Prospectus when it becomes available. # # # 6 CONSOLIDATED BALANCE SHEETS
(In thousands) 12/30/00 6/24/00 (unaudited) (audited) - -------------- ----------- --------- Assets Current assets: Cash and cash equivalents $ 59,702 $ 53,057 Short-term investments 697,569 587,889 ---------- ---------- Total cash, cash equivalents and short-term investments 757,271 640,946 ---------- ---------- Accounts receivable, net 127,420 147,184 Inventories 63,451 58,593 Deferred tax assets and other current assets 63,124 84,696 ---------- ---------- Total current assets 1,011,266 931,419 ---------- ---------- Property, plant and equipment, at cost 685,019 564,321 Less accumulated depreciation (198,485) (152,979) ---------- ---------- Net property, plant and equipment 486,534 411,342 Other assets 6,214 7,022 ---------- ---------- Total assets $1,504,014 $1,349,783 ---------- ---------- Liabilities and Current liabilities: Stockholders' Accounts payable $ 81,197 $ 54,318 Equity Accrued expenses 115,914 127,706 Deferred income on shipments to distributors 24,904 16,924 Income taxes payable 8,555 9,503 ---------- ---------- Total current liabilities 230,570 208,451 ---------- ---------- Deferred tax liabilities 19,500 19,500 Other liabilities 4,000 4,000 ---------- ---------- Total liabilities 254,070 231,951 ---------- ---------- Stockholders' equity: Common stock 30,389 90,647 Retained earnings 1,221,025 1,028,655 Accumulated other comprehensive income (1,470) (1,470) ---------- ---------- Total stockholders' equity 1,249,944 1,117,832 ---------- ---------- Total liabilities and stockholders' equity $1,504,014 $1,349,783 ---------- ----------
7 CONSOLIDATED STATEMENTS OF INCOME
(In thousands, Three Months Ending Six Months Ending except per share data) 12/30/00 12/25/99 12/30/00 12/25/99 (unaudited) (unaudited) (unaudited) (unaudited) Net revenues $305,104 $201,728 $590,199 $381,774 Cost of goods sold 89,768 60,912 173,789 115,394 Gross margin 215,336 140,816 416,410 266,380 70.6% 69.8% 70.6% 69.8% Operating expenses: Research and development 51,341 32,250 97,997 60,559 Selling, general and administrative 24,816 17,268 47,867 32,563 Operating income 139,179 91,298 270,546 173,258 45.6% 45.3% 45.8% 45.4% Interest income, net 10,968 6,628 20,924 13,083 Income before provision for income taxes 150,147 97,926 291,470 186,341 Provision for income taxes 51,050 33,295 99,100 63,356 Net income $ 99,097 $ 64,631 $192,370 $122,985 Basic income per share $ 0.35 $ 0.23 $ 0.68 $ 0.45 Shares used in the calculation of basic income per share 284,947 275,528 284,274 274,557 Diluted income per share $ 0.31 $ 0.20 $ 0.60 $ 0.39 Shares used in the calculation of diluted income per share 319,920 315,711 321,298 314,799
8 MAXIM INTEGRATED PRODUCTS, INCORPORATED COMPANY PROFILE NASDAQ Symbol: MXIM * Founded 1983 * Public since: February 29, 1988 OPERATIONS Corporate Offices: 120 San Gabriel Drive, Sunnyvale, California 94086 U.S. Sales Offices: Sunnyvale and Costa Mesa, CA; Wheeling, IL; Roswell, GA; Chelmsford, MA; Austin, TX; Beaverton, OR; Horsham, PA Foreign Offices: Munich, Germany; Tokyo, Japan; London, UK; Paris, France; Othee, Belgium; Taipei, Taiwan; Vienna, Austria; Seoul, South Korea; Hong Kong; Singapore; Milan, Italy; Beijing, China; Stockholm, Sweden PRODUCTS Maxim designs, develops, manufactures and markets a broad range of linear and mixed-signal integrated circuits for use in a variety of electronic products. Maxim circuits "connect" the real world and the digital world by detecting, measuring, amplifying, and converting real world and communication signals, such as temperature, pressure, sound, voice, or light into the digital signals necessary for computer and DSP processing. [MAXIM PRODUCT FLOW CHART] - - MAXIM SERVES APPROXIMATELY 35,000 CUSTOMERS WORLDWIDE. - - MAXIM HAS DEVELOPED MORE PRODUCTS THAN ANY OTHER ANALOG COMPANY IN THE PAST 16 YEARS. - - MAXIM IS RECOGNIZED AS THE LEADER IN CMOS ANALOG AND BIPOLAR HIGH-FREQUENCY TECHNOLOGIES. - - MAXIM HOLDS THE IC INDUSTRY RECORD FOR CONSECUTIVE QUARTERS OF INCREASED EARNINGS (41) AND INCREASED REVENUES (43). - - 60% INTERNATIONAL SALES FOR Q2 FY01 FINANCIAL HIGHLIGHTS (IN THOUSANDS, EXCEPT EPS)
FY 1997 FY 1998 FY1999 FY2000 Q2 FY2001 ------- ------- ------ ------ --------- Net Revenues $ 433,710 $ 560,220 $ 606,965 $ 864,924 $ 305,104 Net Income $ 136,974 $ 178,144 $ 196,122 $ 280,619 $ 99,097 Shares 291,508 301,322 304,118 317,832 319,920 Diluted EPS $ 0.47 $ 0.59 $ 0.64 $ 0.88 $ 0.31 Cash & Short-Term Investments $ 223,953 $ 322,948 $ 514,706 $ 640,946 $ 757,271 Total Assets $ 556,386 $ 769,492 $1,022,314 $ 1,349,783 $ 1,504,014 Stockholders' Equity $ 465,565 $ 631,000 $ 879,216 $ 1,117,832 $ 1,249,944 ROE 34.6% 32.5% 26.0% 28.1% 32.5% Market Cap $4,144,879 $4,679,907 $9,745,822 $22,379,300 $15,296,191
RESEARCH COVERAGE ABN AMRO Inc., David Wu (415) 983-2916 Adams, Harkness & Hill, Inc., Richard Faust, (617) 371-3712 Banc of America Securities LLC, Richard Whittington, (415) 627-2786 BancBoston, Robertson Stephens, Arun Veerappan (415) 693-3391 Cowen & Co., Drew Peck (617) 946-3907 Credit Suisse First Boston, Tim Mahon (415) 836-7774 Michael Masdea (415) 836-7779 Deutsche Bank Alex Brown, Erika Klauer (212) 471-3234 Goldman Sachs & Co., Joe Moore (212) 902-6834 J P Morgan, Terry Ragsdale (212) 648-9047 Lehman Brothers, Daniel Myers (415) 274-5440 Morgan Stanley Dean Witter, Louis Gerhardy (415) 576-2391 SoundView Financial Group, Scott Randall (203) 462-7246 Thomas Weisel Partners, Eric Ross, (415) 364-2773 William Blair & Company LLC, Jeff Rosenberg (312) 364-8342 [MAXIM LOGO] 9 NET REVENUES OPERATING INCOME [GRAPH] [GRAPH] DILUTED STOCKHOLDERS' EQUITY EARNINGS PER SHARE [GRAPH] [GRAPH] KEY RATIOS AND INFORMATION
12/30/00 6/24/00 -------- ------- Current Assets/Current Liabilities 4.4 4.5 Liabilities/Equity (expressed as a percentage) 20.3% 20.8% Annualized Quarterly ROE 32.5% 29.6% Quarterly Depreciation Expense (in Thousands) $ 9,478 $ 5,419 Quarterly Balance Sheet Additions To Property Plant and Equipment, at cost (in Thousands) $82,179 $63,823
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