-----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, BnZu4nRHpqifG2gu0OXGbQso2sXROgSZkiWXvlORJrnsSvRAMfRXHHEueEnawUS8 cXiiY/E2m3yCx/qI7jU5Qw== 0000891618-97-002042.txt : 19970506 0000891618-97-002042.hdr.sgml : 19970506 ACCESSION NUMBER: 0000891618-97-002042 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19970505 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED SILICON SOLUTION INC CENTRAL INDEX KEY: 0000854701 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770199971 STATE OF INCORPORATION: DE FISCAL YEAR END: 1030 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-23084 FILM NUMBER: 97595343 BUSINESS ADDRESS: STREET 1: 680 ALMANOR DR CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4087334774 MAIL ADDRESS: STREET 1: 680 ALMANOR AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 10-K/A 1 FORM 10-K/A FOR PERIOD ENDED SEPTEMBER 30, 1996 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended SEPTEMBER 30, 1996 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 number 0-23084 INTEGRATED SILICON SOLUTION, INC. (Exact name of Registrant as specified in its charter) DELAWARE 77-0199971 (State or other jurisdiction of (I.R.S Employer Identification No.) incorporation or organization) 680 ALMANOR AVENUE, SUNNYVALE, CALIFORNIA 94086 (Address of principal executive offices) zip code Registrant's telephone number, including area code (408) 733-4774 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered COMMON STOCK, PAR VALUE $0.0001 PER SHARE NASDAQ NATIONAL MARKET Securities registered pursuant to Section 12(g) of the Act: NONE (Title of Class) 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] The aggregate market value of the voting stock held by nonaffiliates of the registrant, based upon the closing price of such stock on November 22, 1996, as reported by the Nasdaq National Market, was approximately $174.6 million. Shares of Common Stock held by each officer and director and by each person who owns 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of outstanding shares of the registrant's Common Stock on November 22, 1996 was 17,610,773. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the Registrant's 1997 Annual Meeting of Stockholders to be held February 4, 1997 are incorporated by reference in Part III of this Form 10-K. 2 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to the Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Sunnyvale, State of California, on the 5th day of May, 1997. INTEGRATED SILICON SOLUTION, INC. By /s/ Jimmy S.M. Lee ------------------------------- Jimmy S.M. Lee Chairman of the Board, Chief Executive Officer and President Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment to the Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date - ----------------------------- -------------------------------------------------- ---------------- /s/ Jimmy S.M. Lee Chairman of the Board, Chief Executive Officer, May 5, 1997 - ----------------------------- and President (Principal Executive Officer) (Jimmy S.M. Lee) /s/ Kong-Yeu Han* Executive Vice President, Office of the President, May 5, 1997 - ----------------------------- General Manager Taiwan and Director (Kong-Yeu Han) /s/ Gary L. Fischer* Executive Vice President, Office of the President May 5, 1997 - ----------------------------- and Chief Financial Officer (Principal Financial (Gary L. Fischer) and Accounting Officer) /s/ Diosdado P. Banatao* Director May 5, 1997 - ----------------------------- (Diosdado P. Banatao) /s/ Hou-Teng Lee* Director May 5, 1997 - ----------------------------- (Hou-Teng Lee) /s/ Lip-Bu Tan* Director May 5, 1997 - ----------------------------- (Lip-Bu Tan) /s/ Chun Win Wong* Director May 5, 1997 - ----------------------------- (Chun Win Wong) *By: /s/ Jimmy S.M. Lee ------------------------ Jimmy S.M. Lee Attorney-in-Fact
43 3 EXHIBIT INDEX Exhibit Number - ------- 10.26** Amendment to Option I and Option II Agreement between the Company and TSMC dated September 23, 1996. - ------- ** Confidential treatment requested for certain portions of this exhibit. The portions of this exhibit for which confidential treatment is being requested have been blacked out in the copies filed with the related report and the confidential portions so omitted have been filed separately with the Securities and Exchange Commission. EX-10.26 2 AMENDMENT TO OPTION I AND OPTION II AGREEMENT 1 EXHIBIT 10.26 Amendment to Option I Agreement This Amendment, made to Option I Agreement between Integrated Silicon Solution (Taiwan), Inc. and Taiwan Semiconductor Manufacturing Co, Ltd., dated April 21, 1995 (the "Option Agreement"), is effective as of September 23, 1996 (the "Effective Date") by and between Integrated Silicon Solution (Taiwan), Inc., a company organized under the laws of the R.O.C, with its registered address at IF, No. 10, Prosperity Rd. 11, Science-Based Industrial Park, Hsinchu, Taiwan, R.O.C ("Customer"), and Taiwan Semiconductor Manufacturing Co., Ltd., a company organized under the laws of the R.O.C., with its registered address at No. 121, Park Ave. 3, Science-Based Industrial Park, Hsinchu, Taiwan, R.O.C ("TSMC"). In consideration of mutual covenants and condition, both parties agree to amend the Option Agreement as follows: I. Defined terms to be used herein but not defined herein shall have the meaning set forth in the Option Agreement. II. Amend Sections 1 (d), 5, 6, 12 and 16 as follows: l(d). "Option Fee"** 5. The Option Fee is set forth in Exhibit D.** To guarantee Customer's commitment to purchase the Option Capacity, Customer shall cause to be delivered by Integrated Silicon Solution Inc. ("ISSI"), with its principal office at 680 Almanor Ave., Sunnyvale, CA 94086-9513, an irrevocable standby L/C to TSMC covering the yearly Option Fee for the years from and after 1997. The standby L/C shall be issued before every November 1, covering 18 months starting from every November 1, by an internationally reputable bank mutually agreed upon by the parties in the amount of the Option Fee for the subsequent calendar year, and promptly submitted to TSMC for approval. Customer shall cause ISSI to make the standby L/C in the form and substance as attached hereto as Exhibit F.** In the event Customer fails to pay the foregoing Option Fee within 30 days of receiving TSMC's notice of payment, TSMC has the right to draw on the applicable standby L/C the foregoing Option Fee. 6. Upon TSMC's acceptance of the standby L/C from Customer for 1997 Option Fee, TSMC will return to Customer all the promissory notes already made to TSMC pursuant to this Agreement. **Confidential treatment requested for certain portions of this exhibit. 2 12. This Agreement, including Exhibits A-F and the Amendment, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understanding, agreements, dealings and negotiations, oral or written, regarding the subject matter hereof. In the event, any provision of this Agreement conflicts with the Amendment, the Amendment shall govern with respect to the subject matter therein. No modification, alteration or amendment of this Agreement shall be effective unless made in writing and signed by both parties. No waiver of any breach or failure by either party to enforce any provision of this Agreement shall be deemed a waiver of any other or subsequent breach, or a waiver of future enforcement of that or any other provision. 16. Both parties shall keep in strict confidence the existence and contents of this Agreement and the Amendment, and take best precaution possible to prevent any Unauthorized disclosure or use thereof. Both parties agree, that no disclosure of this Agreement, the Amendment or any matters relating hereto may be made without the disclosing party first providing the proposed disclosure to the other party two weeks in advance for consent and reasonable changes. In the event disclosure is required by laws or governmental regulations, the disclosing party shall provide the other party two weeks prior written notice and give the other party the opportunity to protest, participate in preparing disclosure or make reasonable changes thereto. III. Add New Section 18: 18. Within forty (40) days upon expiration or termination of the Customer/TSMC Wafer Production Agreement dated November 8, 1993, both parties agree to use their best efforts to negotiate and enter into a new wafer production agreement or to renew the above Agreement. Both parties agree to apply such agreement to all purchase of wafers by Customer from TSMC under this Agreement, except that the provisions of this Agreement will supersede the above Agreement or any similar agreement to the subject matter hereof. IV. Delete Section 8(b) and Renumber Original Sections 8(c) and 8(d) as Sections 8(b) and 8(c). V. Add to the End of New Section 8(c): "In no event shall either party liable for indirect, consequential, or special damage arising from this Agreement or its performance." 3 VI. Replace Original Exhibit D with New Exhibit D. Integrated Silicon Solution (Taiwan), Inc. Taiwan Semiconductor Manufacturing Co., Ltd. /s/ K.Y. Han /s/ Donald Brooks - ------------ ----------------- K.Y. Han Donald Brooks President President 4 EXHIBIT D OPTION FEE
- -------------------------------------------------------------------------------------------------------------- Year Option Capacity Option Fee Standby L/C (Unit: Wafer Equivalent) (US$) for Standby L/C Due Date - -------------------------------------------------------------------------------------------------------------- 1996 ** ** Paid - -------------------------------------------------------------------------------------------------------------- 1997 ** ** Amendment Effective Date - -------------------------------------------------------------------------------------------------------------- 1998 ** ** November 1, 1997 - -------------------------------------------------------------------------------------------------------------- 1999 ** ** November 1, 1998 - --------------------------------------------------------------------------------------------------------------
** Confidential treatment requested for certain portions of this exhibit 5 EXHIBIT F [Not Used] 6 Amendment to Option II Agreement This Amendment, made to Option II Agreement between Integrated Silicon Solution (Taiwan), Inc. and Taiwan Semiconductor Manufacturing Co. Ltd., dated April 21, 1995 (the "Option Agreement"), is effective as of September 23, 1996 (the "Effective Date") by and between Integrated Silicon Solution (Taiwan), Inc., a company organized under the laws of the R.O.C., with its registered address at IF, No. 10, Prosperity Rd. II, Science-Based Industrial Park, Hsinchu, Taiwan, R.O.C. ("Customer"), and Taiwan Semiconductor Manufacturing Co., Ltd., a company organized under the laws of the R.O.C. with its registered address at No. 121, Park Ave. 3, Science-Based Industrial Parkway, Hsinchu, Taiwan, R.O.C ("TSMC"). In consideration of mutual covenants and conditions, both parties agree to amend the Option Agreement as follows: I. Defined terms used herein but not defined herein shall have the meaning set forth in the Option Agreement. II. Amend Sections 1(d), 5 , 6, 12 and 16 as follows: 1(d). "Option Fee" ** 5. The Option Fee is set forth in Exhibit D.** To guarantee Customer's commitment to purchase the Option Capacity, Customer shall cause to be delivered by Integrated Silicon Solution, Inc. ("ISSI"), with its principal office at 680 Almanor Ave., Sunnyvale, CA 94086-9513, an irrevocable standby L/C to TSMC covering the yearly Option Fee for the years from and after 1997. The standby L/C shall be issued before every November 1, covering 18 months starting from every November 1, by an internationally reputable bank mutually agreed upon by the parties in the amount of the Option Fee for the subsequent calendar year, and promptly submitted to TSMC for approval. Customer shall cause ISSI to make the standby L/C in the form and substance as attached hereto as Exhibit F.** In the event Customer fails to pay the foregoing Option Fee within 30 days of receiving TSMC's notice of payment, TSMC has the right to draw on the applicable standby L/C the foregoing Option Fee- 6. Upon TSMC's acceptance of the standby L/C. from Customer for 1997 Option Fee, TSMC will return to Customer all the promissory notes already made to TSMC pursuant to this Agreement. ** Confidential treatment requested for certain portions of this exhibit. 7 12. This Agreement, including Exhibits A-F, and the Amendment, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understanding, agreements, dealings and negotiations, oral or written, regarding the subject matter hereof. In the event, any provision of this Agreement conflicts with the Amendment, the Amendment shall govern with respect to the subject matter therein. No modification, alteration or amendment of this Agreement shall be effective unless made in writing and signed by both parties. No waiver of any breach or failure by either party to enforce any provision of this Agreement shall be deemed a waiver of any other or subsequent breach or a waiver of future enforcement of that or any other provision. 16. Both parties shall keep in strict confidence the existence and contents of this Agreement and the Amendment, and take best precaution possible to prevent any unauthorized disclosure or use thereof. Both parties agree that no disclosure of this Agreement, the Amendment or any matters relating hereto may be made without the disclosing party first providing the opposed disclosure to the other party two weeks in advance for consent and reasonable changes. In the event disclosure is required by laws or governmental regulations, the disclosing party shall provide the other party two weeks prior written notice and give the other party the opportunity to protest, participate in preparing disclosure or make reasonable changes thereto. 111. Add New Section 18: 18. Within forty (40) days upon expiration or termination of the Customer/TSMC Wafer Production Agreement dated November 8, 1993, both parties agree to use their best efforts to negotiate and enter into a new wafer production agreement or to renew the above Agreement. Both parties agree to apply such agreement to all purchase of wafers by Customer from TSMC under this Agreement, except that the provisions of this Agreement will supersede the above Agreement or any similar agreement with respect to the subject matter hereof IV. Delete Section 8(b) and Remember Original Sections 8(c) and 8(d) as Sections 8(b) and 8(c). V. Add to the End of New Section 8(c): "In no event shall either party be liable for indirect, consequential, or special damage arising from this Agreement or its performance." VI. Replace Original Exhibit D with New Exhibit D. 8 Integrated Silicon Solution (Taiwan), Inc. Taiwan Semiconductor Manufacturing Co., Ltd., /s/K.Y. Han /s/Donald Brooks - ----------- ---------------- K.Y. Han Donald Brooks President President Date: September 23, 1996 9 EXHIBIT D OPTION II FEE
- -------------------------------------------------------------------------------------------------------------- Year Option Capacity Option Fee Standby L/C (Unit: Wafer Equivalent) (US$) for Standby L/C Due Date - -------------------------------------------------------------------------------------------------------------- 1996 -- -- -- - -------------------------------------------------------------------------------------------------------------- 1997 -- -- -- - -------------------------------------------------------------------------------------------------------------- 1998 ** ** November 1, 1997 - -------------------------------------------------------------------------------------------------------------- 1999 ** ** November 1, 1998 - -------------------------------------------------------------------------------------------------------------- 2000 ** ** November 1, 1999 - -------------------------------------------------------------------------------------------------------------- 2001 ** ** November 1, 2000 - --------------------------------------------------------------------------------------------------------------
** Confidential treatment requested for certain portions of this exhibit 10 EXHIBIT F [NOT USED] -----END PRIVACY-ENHANCED MESSAGE-----