EX-99 4 asupplement_ex99a11.txt EXHIBIT 99(A)(11) SUPPLEMENT Exhibit (a)(11) Cirrus Logic, Inc. Supplement to the Offer to Exchange Certain Outstanding Options for New Options ========================================================= The Offer and the related withdrawal rights expire at 12:00 midnight, Pacific time, on December 20, 2002, unless the Offer is extended. ========================================================= This Supplement ("Supplement") to the Offer to Exchange, dated November 20, 2002, amends and supplements certain information contained therein. The item number listed below refers to the item number contained in the Offer to Exchange. Except as set forth below, the original terms of the Offer to Exchange remain in effect. This Supplement is being transmitted to you via electronic mail. Paper copies of this Supplement may be obtained at no cost to you from the persons listed on the last page. Please read this Supplement in conjunction with the Offer to Exchange. Capitalized terms used but not otherwise defined in this Supplement shall have the meanings set forth in the Offer to Exchange. 11. Information Concerning Cirrus Logic. The first paragraph and the table of financial information following under the heading "Financial Information" in Section 11 ("Information Concerning Cirrus Logic.") of the Offer to Exchange is hereby amended and restated in its entirety to read as follows: The following table sets forth selected consolidated financial operating data for Cirrus Logic. The selected historical statement of operations data for the years ended March 31, 2001 and March 30, 2002 and the selected historical balance sheet data as of March 31, 2001 and March 30, 2002 have been derived from the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended March 30, 2002 that have been audited by Ernst & Young LLP, independent auditors. The selected historical statement of operations data for the six months ended September 29, 2001 and September 28, 2002 and the selected historical balance sheet data as of September 28, 2002 have been derived from our unaudited consolidated financial statements included in our Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2002. Our financial information for the six months ended September 29, 2001 and September 28, 2002 is unaudited, but, in our management's opinion, include all adjustments necessary to present fairly the financial information for those periods. The results of operations for the six months ended September 28, 2002 are not necessarily indicative of the results of operations we may expect for the full fiscal year ending March 29, 2003. The information presented below should be read together with our consolidated financial statements and the notes related thereto as well as the sections of our Annual Report on Form 10-K for the fiscal year ended March 30, 2002 and our Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2002 entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations." We have presented the following data in thousands, except per share data.
Six Months Ended Fiscal Year Ended* September September March 30, March 31, --------- --------- --------- --------- 28, 2002 29, 2001 2002 2001 -------- -------- ---- ---- (unaudited) Consolidated Statement of Operations Data: (in thousands, except per share data) Net sales $149,338 $254,953 $410,976 $769,635 Cost of sales 74,618 203,928 314,227 478,872 Income (loss) from operations (34,142) (54,555) (232,590) 70,784 Income (loss) from continuing operations before extraordinary gain and accounting change (32,746) (38,685) (204,081) 143,231 Net income (loss) (34,198) (39,917) (206,079) 143,176 Basic income (loss) per share from continuing operations before extraordinary gain and accounting change (0.39) (0.52) (2.63) 2.00 Diluted income (loss) per share from continuing operations before extraordinary gain and accounting change (0.39) (0.52) (2.63) 1.86 Basic net income (loss) per share (0.41) (0.54) (2.66) 2.00 Diluted net income (loss) per share (0.41) (0.54) (2.66) 1.86 Weighted average common shares outstanding (basic) 83,215 74,238 77,552 71,678 Weighted average common shares outstanding (diluted) 83,215 74,238 77,552 82,654 Ratio of earnings to fixed charges** n/a n/a n/a 11.0 As of As of September March 30, March 31, --------- --------- --------- 28, 2002 2002 2001 -------- ---- ---- (unaudited) Consolidated Balance Sheet Data: (in thousands) Current assets $207,976 $245,665 $533,197 Noncurrent assets 224,615 235,965 64,808 Total assets 432,591 481,630 598,005 Current liabilities 101,480 118,680 159,440 Noncurrent liabilities 3,658 3,709 4,319 Minority interest in eMicro 599 1,092 1,703 Total shareholders' equity 326,854 358,149 432,543 Book value per share 3.92 Working capital 106,496 126,985 373,757
* During the first quarter of fiscal year 2003, our eMicro joint venture ceased operations and we recorded the results of its operations as discontinued. The results of operations of eMicro for the fiscal years ended March 30, 2002 and March 31, 2001 have been reclassified to discontinued operations for comparative purposes in the consolidated statement of operations data shown here. Consequently, the information shown here will differ from the financial information for the fiscal years ended March 30, 2002 and March 31, 2001 contained in our Annual Report on Form 10-K for the fiscal year ended March 30, 2002. -2- ** The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. For purposes of this calculation, earnings consists of income (loss) from continuing operations before provision for income taxes adjusted to exclude fixed charges. Fixed charges consist of interest expense and the portion of rental expense under operating leases deemed by the Company to be representative of the interest factor. Earnings were inadequate to cover fixed charges for the six months ended September 28, 2002 and September 29, 2001 and for fiscal year ended March 30, 2002 by $32.7 millon, $38.7 million and $214.5 million, respectively. -3- ================================================================================ Supplement to the Offer to Exchange Certain Outstanding Options of Cirrus Logic, Inc. Any questions or requests for assistance or additional copies of any documents referred to in this Offer to Exchange may be directed to: Cirrus Logic, Inc. 2901 Via Fortuna Austin, Texas 78746 Attn: Stock Administration Department Bonnie Niemtschk: (512) 851-4359 Rosalind Chavoya: (512) 851-4371 E-mail Address: stockadmin@cirrus.com December 9, 2002 ================================================================================