-----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, HaGwweiLVLE92EeqmKCykGiJNV3yArOhI9Yl45F6DQDHZg06xFerrQE+zSKmdTV7 mfsSLD+sufvgfTrb4Wm60Q== 0001012870-99-004773.txt : 19991228 0001012870-99-004773.hdr.sgml : 19991228 ACCESSION NUMBER: 0001012870-99-004773 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991216 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: XILINX INC CENTRAL INDEX KEY: 0000743988 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [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: 99780702 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 FORM 8-K 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): December 16, 1999 XILINX, INC. (Exact name of registrant as specified in its charter) Delaware 0-18548 77-0188631 (State or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification No.) incorporation) 2100 Logic Drive, San Jose, California 95124 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (408) 559-7778 Item 5. OTHER EVENTS. On December 16, 1999, at a special meeting of the stockholders of Xilinx, Inc. (the "Company"), the stockholders of the Company approved an amendment of the Company's certificate of incorporation to increase the number of authorized shares of the Company's common stock, $0.01 par value per share, from 300,000,000 to 500,000,000. This amendment was necessary in order to accommodate a two-for-one split of the Company's common stock. The board of directors of the Company previously had approved the stock split, subject to stockholder approval of the amendment to the certificate of incorporation. In connection with the stock split, stockholders of record as of December 17, 1999 will receive one additional common share for every share held, to be distributed on December 27, 1999. In addition, the number of shares of common stock reserved for issuance or subject to outstanding options granted under the Company's 1997 Stock Plan, 1990 Employee Qualified Stock Purchase Plan and 1988 Stock Option Plan will increase by 100%. The following registration statements will cover the increase in the number of shares as a result of the stock split: 333-62897; 333-44233; and 333-12339. The Company hereby incorporates by reference the contents of the news release announcing the stock split filed as Exhibit 99.1 to this report. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 News Release dated October 19, 1999. 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 hereunto duly authorized. XILINX, INC., a Delaware corporation By: /s/ Thomas R. Lavelle ---------------------------------- Name: Thomas R. Lavelle ----------------- Title: Vice President and General Counsel ---------------------------------- December 22, 1999 EX-99.1 2 NEWS RELEASE DATED OCTOBER 19, 1999 EXHIBIT 99.1 Lori Owen (408) 879-6911 XILINX REVENUES UP 13% SEQUENTIALLY; EPS $0.35 EXCLUDING ONE-TIME CHARGE; COMMON SHARES TO SPLIT 2-FOR-1 SAN JOSE, CA., OCTOBER 19, 1999 -- Xilinx, Inc. (NASDAQ:XLNX) today announced results for the second quarter of fiscal 2000 ending October 2, 1999. Second quarter revenue was $238.8 million, an increase of 13% from the previous quarter, and an increase of 53% from the second quarter of last year. Operating income increased 14% sequentially, excluding a one-time charge of $4.6 million associated with the acquisition of Philip's CPLD business, as Xilinx continued to reduce operating expenses as a percentage of total revenues. Net income for the second quarter was $56.0 million, or $0.33 per share. Excluding the one-time charge, net income was $59.2 million, or $0.35 per share, an increase of 15% from the prior quarter, which is more than double the net income reported in the second fiscal quarter of last year. Xilinx's profit margin, excluding the one- time charge, was nearly 25%, setting a corporate record for the second quarter in a row. "The September quarter exceeded our expectations," commented Wim Roelandts, Xilinx's chief executive officer. "Revenues from all geographies were up sequentially during the quarter. Most surprisingly, European revenues--which tend to be seasonally weak during the September quarter--were up nearly 22% sequentially as several customer programs commenced production." Roelandts continued, "While we experienced broad-based product demand during the quarter, I am particularly pleased with the growth of our new products. Since its introduction four quarters ago, cumulative revenues from the Virtex family have totaled approximately $50 million. Additionally, CPLD revenues now represent nearly 10% of total Xilinx revenues, up from 6% in the same quarter a year ago." Xilinx also announced that its Board of Directors approved a 2-for-1 split of its common shares. The stock split is subject to the approval of Xilinx shareholders, who must XILINX REVENUES UP 13% SEQUENTIALLY; EPS $0.35 EXCLUDING ONE-TIME CHARGE; COMMON SHARES TO SPLIT 2-FOR-1 approve an amendment to the Company's articles of incorporation to increase the Company's authorized common stock. Subject to such approval, shareholders of record as of December 17, 1999 would receive one additional common share for every share held, to be distributed on December 27, 1999. The numbers reported for the second quarter do not reflect the split. Business Review - Second Quarter FY'00: . Turns bookings averaged approximately 51% for the quarter. . Inventory days at Xilinx and at distribution were 83 days and 69 days, respectively. . Capital expenditures and depreciation were $20.4 million and $8.1 million, respectively. . Approximately 4% of Xilinx's work-in-progress inventory was damaged as a result of the Taiwan earthquake. As a result, the Company expects no material impact to future financial results.* Revenue by Geography - Second Quarter FY'00: - ------------------------------------------------------------------------------ Region Q2 FY'00 Q1 FY'00 Q2 FY'99 - ------------------------------------------------------------------------------ North America 68% 69% 69% - ------------------------------------------------------------------------------ Europe 20% 19% 21% - ------------------------------------------------------------------------------ Japan 6% 7% 6% - ------------------------------------------------------------------------------ ROW 6% 5% 4% - ------------------------------------------------------------------------------ Revenue by End Market - Second Quarter FY'00: - ------------------------------------------------------------------------------ End Market Q2 FY'00 Q1 FY'00 Q2 FY'99 - ------------------------------------------------------------------------------ Communications** 70% 65% 57% - ------------------------------------------------------------------------------ Computing 18% 21% 25% - ------------------------------------------------------------------------------ Other 12% 14% 18% - ------------------------------------------------------------------------------ **Includes networking & telecommunications XILINX REVENUES UP 13% SEQUENTIALLY; EPS $0.35 EXCLUDING ONE-TIME CHARGE; COMMON SHARES TO SPLIT 2-FOR-1 Revenue by Product Segment - Second Quarter FY'00: - ------------------------------------------------------------------------------- Product Family Q2 FY'00 Q1 FY'00 Q4 FY'99 Q3 FY'99 Q2 FY'99 - ------------------------------------------------------------------------------- Base (0.6u or greater) 12% 15% 17% 22% 23% - ------------------------------------------------------------------------------- Mainstream (0.5u & 0.35u) 54% 58% 64% 65% 63% - ------------------------------------------------------------------------------- Advanced (0.25u or less) 25% 18% 8% 2% 1% - ------------------------------------------------------------------------------- Support 9% 9% 11% 11% 13% - ------------------------------------------------------------------------------- Product Segments have been reclassified as of Q2 FY'00. All prior periods have been restated to reflect this change. The new product segments are defined as follows: Base products (XC2000, XC3000, XC3100 and XC4000) Mainstream products (XC4000E, XC4000EX, XC4000XL, XC5200, XC9500, XC9500XL, Spartan and CoolRunner) Advanced products (XC4000XV, XC4000XLA, SpartanXL, and Virtex) Support products (Serial PROMs, HardWire and Software) Copies of financial literature, including this release, are available via fax or voice recording by dialing Xilinx's shareholder service line at 1-800-836-4002. Investor information is also available on the Investor Relations Web site at http://investor.xilinx.com. 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 www.xilinx.com. --30-- 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, Virtex, Spartan and CoolRunner are trademarks of Xilinx, Inc. Other brands or product names are trademarks or registered trademarks of their respective owners. *This is a forward looking statement and involves risks and uncertainties, including dependence on third party wafer suppliers and other risks that are described in our most recent 10K. -----END PRIVACY-ENHANCED MESSAGE-----