-----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, HPsw+PYxsm3KznWgLV6DLLAQG4/Je3fbRH8ajEMIc0MeDpZKOo/2KJbdhVz2rLj5 asg1BYI/X9XQaOychw9lEw== /in/edgar/work/0001012870-00-005959/0001012870-00-005959.txt : 20001123 0001012870-00-005959.hdr.sgml : 20001123 ACCESSION NUMBER: 0001012870-00-005959 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001109 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: XILINX INC CENTRAL INDEX KEY: 0000743988 STANDARD INDUSTRIAL CLASSIFICATION: [3674 ] IRS NUMBER: 770188631 STATE OF INCORPORATION: DE FISCAL YEAR END: 0403 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-18548 FILM NUMBER: 775779 BUSINESS ADDRESS: STREET 1: 2100 LOGIC DR CITY: SAN JOSE STATE: CA ZIP: 95124 BUSINESS PHONE: 4085597778 MAIL ADDRESS: STREET 1: 2100 LOGIC DRIVE STREET 2: 2100 LOGIC DRIVE CITY: SAN JOSE STATE: CA ZIP: 95124 8-K 1 0001.txt FORM 8-K FOR NOVEMBER 9, 2000 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): November 9, 2000 Xilinx, Inc. (Exact name of Registrant as specified in its charter) Delaware 0-18548 77-0188631 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 2100 Logic Drive San Jose, California 95124 (Address of principal executive offices) (Zip code) (408) 559-7778 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) Item 5. Other Events. On November 9, 2000, RChips Acquisition Corporation, a Delaware corporation ("Merger Sub") and a wholly owned subsidiary of Xilinx, Inc., a Delaware corporation ("Xilinx"), was merged (the "Merger") with and into RocketChips, Inc., a Minnesota corporation ("RocketChips"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of September 30, 2000 by and among Xilinx, Merger Sub and RocketChips. Upon completion of the Merger, each then-outstanding share of common stock of RocketChips was converted into the right to receive 0.26737 of a share of Xilinx common stock, par value $0.01 per share ("Xilinx Common Stock"). The total number of shares of Xilinx Common Stock issuable to the former shareholders of RocketChips is 2,806,129, of which 380,229 shares of Xilinx Common Stock were withheld from the RocketChips shareholders on a pro rata basis and deposited in certain escrow funds to satisfy any valid indemnification claims made by Xilinx following the Merger and to reimburse the RocketChips stockholders' agent for its services in administering such claims. Any shares of Xilinx Common Stock remaining in these escrows on the first anniversary of the closing date of the Merger will be distributed to the former RocketChips shareholders in proportion to their respective original contributions to the escrow funds. Pursuant to the Merger Agreement, all options to acquire RocketChips common stock that remained outstanding immediately prior to the completion of the merger were assumed by Xilinx and converted into options to purchase shares of Xilinx Common Stock based on the exchange ratio of 0.26737 of a share of Xilinx Common Stock for each share of RocketChips common stock underlying the assumed options. The maximum number of shares of Xilinx Common Stock issuable upon the exercise of assumed RocketChips options is 807,458. In no event will the number of shares of Xilinx Common Stock issuable to the former RocketChips shareholders in the Merger, when combined with the number of shares of Xilinx Common Stock issuable to the former option holders of RocketChips, be more than 3,613,587. No fractional shares of Xilinx Common Stock will be issued in connection with the Merger. In lieu thereof, any holder of Xilinx Common Stock who would otherwise have been entitled to receive a fractional share of Xilinx Common Stock will be entitled to receive a cash amount based on the whole share value of $80.26875 (rounded to the nearest whole cent), without interest. At the effective time of the Merger, Merger Sub ceased to exist and RocketChips, as the surviving corporation in the Merger, became a wholly owned subsidiary of Xilinx. The Merger is intended to qualify as a tax-free reorganization under the Internal Revenue Code of 1986, as amended, and will be accounted for as a "purchase" transaction. The purchase price was determined by an arm's length negotiation among the parties to the Merger Agreement. RocketChips is engaged in the design and development of high performance analog, radio frequency and mixed-signal integrated circuits and related intellectual property components. 2 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. -------- 99.1 Press Release issued by Xilinx, Inc. on October 3, 2000. 99.2 Press Release issued by Xilinx, Inc. on November 10, 2000. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. XILINX INC. Dated: November 22, 2000. By: /s/ Kris Chellam ---------------------------------------- Kris Chellam Senior Vice President and Chief Financial Officer (Principal Accounting and Financial Officer) 4 INDEX TO EXHIBITS Exhibit Number Description - ----------- ----------- 99.1 Press Release issued by Xilinx, Inc. on October 3, 2000. 99.2 Press Release issued by Xilinx, Inc. on November 10, 2000. 5 EX-99.1 2 0002.txt PRESS RELEASE DATED OCTOBER 3, 2000 Exhibit 99.1 Press Release Xilinx Announces Acquisition of RocketChips Merger provides Xilinx with ultra-high-speed CMOS transceiver technology SAN JOSE, Calif.--(BUSINESS WIRE)--October 3, 2000--Xilinx, Inc. (NASDAQ:XLNX - ---- news) today announced an agreement to acquire RocketChips, Inc, a privately-held - ---- fabless semiconductor company. Headquartered in Minneapolis, Minnesota, with design centers in Austin, Texas and Ames, Iowa, RocketChips is a leading developer of ultra-high-speed CMOS mixed-signal transceivers serving the networking, wireless and wired telecommunications, and enterprise storage markets. The CMOS Serial Revolution - --------------------------- The traditional workhorse of system-level interconnect has been the parallel bus, exemplified by such well-known standards as PCI. With increasing data rates, however, parallel busses have struggled to keep up in terms of speed, power, signal integrity, and size (pin count). As a result, system architects are turning to high-speed serial interconnect technology, which provides dramatic improvements in bandwidth, pin-count, power, and signal integrity. Serial backplane architectures are expected to grow from 5% to 100% of network system architectures over the next few years. Traditional serial transceivers, while fast and more pin efficient, are largely based on non-mainstream GaAs and Bipolar processes. These designs consume significant power levels, and their processes preclude integration into complex CMOS devices such as FPGAs and other networking components. Recent breakthroughs in CMOS circuit design and modeling have enabled next-generation serial transceivers to be constructed using standard CMOS processes, thereby dramatically lowering power levels and at the same time enabling integration into large-scale high-integration CMOS devices such as FPGAs. RocketChips' gigabit and multi-gigabit serial CMOS transceiver technologies provide solutions for a wide range of serial system architectures in the networking, telecommunications, and enterprise storage markets served by Xilinx(R) FPGA technology. Solutions comprise serial backplane transceivers (Single and Quad 3.125Gb Transceivers), telecom transceivers (SONET OC-48 and OC-192), enterprise storage transceivers (Fibrechannel, Ethernet), and networking transceivers (Gigabit Ethernet, 10Gb Ethernet, and Infiniband). When combined with next-generation Xilinx FPGAs comprising high-performance million- gate programmable logic technology as well as leading-edge PowerPC(R) RISC processors, they enable the high-bandwidth data rates, wire-speed data processing, and interoperability demanded in advanced networking, telecom, and enterprise storage solution designs. These markets collectively represent an incremental FPGA market opportunity of over $6 billion. 1 "This acquisition is a step function in the evolution of FPGA technology as a preferred platform for networking, communications, and storage server designs," said Dennis Segers, senior vice president and general manager of the Xilinx Advanced Products Group. "The combination of CMOS gigabit-serial transceivers and our market-leadership FPGA solutions promises to provide dramatic system- level benefits to our customers. Moreover, we are excited by the addition of RocketChips' specialized expertise to our team, and we expect to rapidly expand our new design centers in Minneapolis, Austin, and Ames in keeping with our aggressive investment in research and development." "We are extremely pleased to join forces with Xilinx," said Raymond R. Johnson, CEO and president of RocketChips. "The synergy of our technologies and expertise enables a step-function increase in system-level capabilities. We look forward to working together in driving the next revolution in FPGA technology." Terms of the acquisition were not disclosed. The acquisition will be accounted for under the purchase method of accounting. In the future, Xilinx will begin to report earnings per share on an earnings before goodwill basis (EBG), which is not expected to be materially impacted. Xilinx will conduct a conference call today (October 3) at 1:00 p.m., Pacific Time. The conference call number is 415-908-6243. A recorded playback of the conference call will be available for 48 hours upon the conclusion of the call. The call-in number for the replay is 800-633-8284 (passcode:16528175). About Xilinx - ------------ Xilinx is the leading innovator of complete programmable logic solutions, including advanced integrated circuits, software design tools, predefined system functions delivered as cores, and unparalleled field engineering support. Founded in 1984 and headquartered in San Jose, Calif., Xilinx invented the field programmable gate array (FPGA) and fulfills more than half of the world demand for these devices today. Xilinx solutions enable customers to reduce significantly the time required to develop products for the computer, peripheral, telecommunications, networking, industrial control, instrumentation, high-reliability/military, and consumer markets. For more information, visit the Xilinx web site at http://www.xilinx.com. --------------------- About RocketChips - ------------------ RocketChips, Inc. was founded in January, 1997, by Dr. Bernard L. Grung and Raymond R. Johnson. Dr. Grung has extensive expertise in the areas of high-speed mixed-signal circuit design and the device physics of GaAs, BiCMOS, and CMOS circuit elements. He pioneered the development of high-speed CMOS circuit topologies capable of achieving GaAs performance levels. He is the co-author of three books on IC devices: MOSFET Theory and Design, Semiconductor-Device Electronics, and Transistors: Fundamentals for Integrated Circuits Engineer. He received his BS, MS, and PhD degrees from the University of Minnesota, and previously held senior technical positions at VTC and the Honeywell Physical Sciences Center. Mr. Johnson brings 18 years of executive level experience in management, strategic planning, 2 marketing and worldwide sales for high-tech companies, with extensive expertise leading and managing both domestic and international business and product development teams. Mr. Johnson previously held senior management positions at Honeywell. The company currently has over 60 employees and specializes in ultra- high-speed designs using conventional CMOS technology. For more information, visit the RocketChips web site at http://www.rocketchips.com. -------------------------- This release contains forward-looking statements and important factors that are subject to risks and uncertainties inherent in acquisitions of technologies and businesses, including risks relating to the integration of the personnel and businesses of RocketChips and Xilinx; other integration issues including costs and unanticipated expenditures, changing relationships with customers, suppliers and strategic partners, potential contractual intellectual property or employment issues, accounting treatment and charges, and the risks that the acquisition cannot be completed successfully or that anticipated benefits are not realized; pricing pressures and other competitive factors the rate at which present and future customers and end-users adopt Xilinx's and RocketChips' technologies and products or delays in the fabrication, assembly, testing or delivery of our products; our ability to develop or acquire, complete, introduce, market and transition to volume production new products and technologies in a timely manner; the effects of new and emerging technologies; the effectiveness of our product cost reduction efforts; problems or delays that we may face in shifting our products to smaller geometry process technologies and in achieving higher levels of design integrations; our ability to retain and hire key executives, technical personnel and other employees, the effects of natural disasters and other events beyond our control; and other risk factor included in our most recently filed Form 10-K. Glossary Backplane - A printed circuit board that provides the physical connection for the network interface. Bipolar - An analog semiconductor process technology characterized by fast switching speeds at the expense of high power consumption. CMOS (Complementary Metal Oxide Semiconductor)- A semiconductor process technology that is characterized by high integration, low cost, low power, and high performance. Ethernet - A local area network (LAN) data communications protocol that operates at 10 megabits per second (Mbps). FibreChannel - A communications technology that operates at speeds up to 1 Gbps, most often used to connect servers to shared storage devices. Gigabit Ethernet - The next generation of Ethernet after 100Mbps (Fast Ethernet). GaAs (Galium Arsenide) - A semiconductor process technology that is characterized by high transistor switching speeds. GaAs circuits re typically more expensive than silicon chips and are not as easy to integrate. Gbps (Gigabits per second) - A "gig" equals one thousand million bits per second. Infiniband - A high-speed I/O standard supported by Intel, Compaq, Dell and IBM, among others that is used primarily in applications such as remote storage devices, servers, and other networking devices. I/O (Input/output) - Term referring to the input or output of data from any channel or device. 3 Mbps (Megabits per second) - One million bits per second. OC-XX (Optical Carrier) - Prevails primarily in the Internet edge and Intent core space. Many networking applications such as switches, IP Routers, and frame relay equipment utilize this standard. OC-48 enables a bandwidth of 2.5 Gbps and OC-192 enables a bandwidth of 10.0 Gbps PCI (Peripheral Component Interconnect) - A bus used in PCs to interconnect the microprocessor and other components within the computer. SONET (Synchronous Optical Networking) - SONET is a North American Transport technology standard for interconnecting high-speed traffic over fiber optic cables. Tranceiver (Transmitter/Receiver) -Contains the circuits for both transmitting and receiving optical signals in the same part. The transceiver is mixed-signal, having both digital and analog functionality. Contact: Xilinx Financial Analyst Contact: Maria Quillard, (408) 879-4988 email: mariaq@xilinx.com ----------------- or Xilinx Company Contact: Erich Goetting,(408) 879-5193 e-mail:erich.goetting@xilinx.com ------------------------- or Xilinx Editorial Contact: Mike Seither, (408) 879-6557 email: publicrelations@xilinx.com -------------------------- or RocketChips Contact: Ray Johnson, (612) 948-0000 x300 e-mail: rayj@rocketchips.com -------------------- 4 EX-99.2 3 0003.txt PRESS RELEASE DATED NOVEMBER 10, 2000 Exhibit 99.2 Press Release Xilinx Completes Acquisition of RocketChips SAN JOSE, Calif.--(BUSINESS WIRE)--Nov. 10, 2000--Xilinx, Inc. (Nasdaq:XLNX - ---- news), the leading supplier of programmable logic solutions, today announced - ---- that it has completed the acquisition of RocketChips, a privately-held fabless semiconductor company headquartered in Minneapolis, with design centers in Austin, Texas and Ames, Iowa. RocketChips is a leading developer of ultra-high- speed CMOS mixed-signal transceivers serving the networking, wireless and wired telecommunications, and enterprise storage markets. Under the terms of the acquisition, Xilinx will issue an aggregate of 3,613,587 million shares of Xilinx common stock in exchange for all outstanding shares of RocketChips common stock, including employee stock options. The merger transaction will be accounted for under the purchase method of accounting. Xilinx expects to record a one-time charge for purchased in-process research and development expenses related to the acquisition in its third fiscal quarter, ending December 31. Copies of financial literature, including this release, are available via fax or voice recording by dialing Xilinx's shareholder service line at 800/836-4002. Investor information is also available on the Investor Relations Web site at http://investor.xilinx.com. - -------------------------- Xilinx is the leading supplier of complete programmable logic solutions, including advanced integrated circuits, software design tools, predefined system functions delivered as cores, and unparalleled field engineering support. Founded in 1984 and headquartered in San Jose, Xilinx invented the field programmable gate array (FPGA) and fulfills more than half of the world demand for these devices today. Xilinx solutions enable customers to reduce significantly the time required to develop products for the computer, peripheral, telecommunications, networking, industrial control, instrumentation, aerospace, defense and consumer markets. For more information, visit the Xilinx web site at www.xilinx.com. -------------- This release contains forward-looking statements and important factors that are subject to risks and uncertainties inherent in acquisitions of technologies and businesses, including risks relating to the integration of the personnel and businesses of RocketChips and Xilinx; other integration issues including costs and unanticipated expenditures, changing relationships with customers, suppliers and strategic partners, potential contractual intellectual property or employment issues, accounting treatment and charges, and the risks that the acquisition cannot be completed successfully or that anticipated benefits are not realized; pricing pressures and other competitive factors the rate at which present and future customers and end-users adopt Xilinx's and RocketChips' technologies and products or delays in the fabrication, assembly, testing or delivery of our products; our ability to develop or acquire, complete, introduce, market and transition to volume production new products and technologies in a timely manner; the effects of new and 1 emerging technologies; the effectiveness of our product cost reduction efforts; problems or delays that we may face in shifting our products to smaller geometry process technologies and in achieving higher levels of design integrations; our ability to retain and hire key executives, technical personnel and other employees, the effects of natural disasters and other events beyond our control; and other risk factor included in our most recently filed Form 10-K. For more information on Xilinx, access our World Wide Web site at http://www.xilinx.com. Xilinx is a registered trademark of Xilinx, Inc. All XC- - --------------------- prefix product designations are trademarks of Xilinx, Inc. Other brands or product names are trademarks or registered trademarks of their respective owners. Contact: Xilinx, Inc. Maria Quillard, 408/879-4988 2 -----END PRIVACY-ENHANCED MESSAGE-----