0001144204-12-050073.txt : 20120907 0001144204-12-050073.hdr.sgml : 20120907 20120907124057 ACCESSION NUMBER: 0001144204-12-050073 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120831 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120907 DATE AS OF CHANGE: 20120907 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: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23084 FILM NUMBER: 121079138 BUSINESS ADDRESS: STREET 1: 2231 LAWSON LANE CITY: SANTA CLARA STATE: CA ZIP: 95054-3311 BUSINESS PHONE: 4085880800 MAIL ADDRESS: STREET 1: 680 ALMANOR AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 8-K 1 v323215_8k.htm 8-K CURRENT REPORT

 

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):

August 31, 2012

 

Integrated Silicon Solution, Inc.

______________

(Exact name of registrant as specified in its charter)


Delaware 000-23084 77-019997

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


1940 Zanker Road

San Jose, California

95112

(Address of Principal Executive Offices)

(Zip Code)

Registrant's telephone number, including area code: (408) 969-6600

_____________________________________________________

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement.\

 

On August 31, 2012, Integrated Circuit Solution, Inc. (“ICSI”), a majority-owned subsidiary of Integrated Silicon Solution, Inc., a Delaware corporation (the “Company”), entered into a Share Subscription Agreement with Nanya Technology Corporation (“NTC”) and a Letter Agreement with Nanya Plastic Corporation (collectively, the “Agreements”). Pursuant to the Agreements, the Company made an equity investment of approximately $27 million as part of a private placement of shares of Nanya. Nanya is a global leader in the development, design and manufacturing of DRAM products. Nanya is majority-owned by Formosa Plastics Group, one of the largest conglomerates in Taiwan, which funded most of the remaining portion of the approximately $200 million private placement. In return for its equity investment, ICSI received 443.7 million Nanya shares, which represents approximately 2.4 percent of total Nanya shares outstanding.

 

Under the terms of the Share Subscription Agreement, ISSI will have access to leading edge process technologies with certain volume guarantees and planned future access to more advanced process nodes for specialty DRAM production. Nanya will also provide foundry support capabilities for the continued development of ISSI’s NOR flash and analog products. ICSI will agree to support certain Flash technology at Nanya’s wafer fabrication facilities, purchase certain wafers from Nanya and explore loading certain analog products at Nanya’s fabrication facilities.

 

A copy of the press release announcing the completion of the investment and the entry into the Agreements is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.
   
Exhibit No. Description
   
99.1 Press release of Integrated Silicon Solution, Inc. dated September 7, 2012

  

 
 

 

SIGNATURE

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.

 

 

  INTEGRATED SILICON SOLUTION, Inc.
   
   
   
Date:  September 7, 2012 /s/  John M. Cobb
  John M. Cobb
  Vice President and Chief Financial Officer

 

 
 

 

INDEX TO EXHIBITS

 

Exhibit No. Description
   
99.1 Press release of Integrated Silicon Solution, Inc. dated September 7, 2012

 

 

 
 

 EX-99.1 2 v323215_ex99-1.htm EXHIBIT 99.1

ISSI Makes Strategic Investment in Nanya Technology Corporation



Strengthens DRAM Foundry Support and Provides Access to Advanced Process Technology

SAN JOSE, Calif., Sept. 7, 2012 /PRNewswire/ -- Integrated Silicon Solution, Inc. (Nasdaq: ISSI) today announced its majority-owned subsidiary, Integrated Circuit Solution Inc. ("ICSI') has completed an equity investment in Nanya Technology Corporation (TSE: 2408) ("Nanya"), a global leader in the development, design and manufacturing of DRAM products. The equity investment, which amounted to approximately $27 million, consisted of a private placement of shares of Nanya. Nanya is majority-owned by Formosa Plastics Group ("FPG"), one of the largest conglomerates in Taiwan, which funded most of the remaining portion of the approximately $200 million private placement. In return for its equity investment, ICSI received 443.7 million Nanya shares, which represent approximately 2.4 percent of total Nanya shares outstanding.

This strategic investment builds on ISSI's strong foundry partnership with Nanya and expands the relationship with a new business agreement. Under the terms of the agreement, ISSI will have access to leading edge process technologies with certain volume guarantees and planned future access to more advanced process nodes for specialty DRAM production. Nanya will also provide foundry support capabilities for the continued development of ISSI's NOR flash and analog products.

Scott Howarth, ISSI's President and CEO, commented, "We are pleased to enter into this strategic partnership with Nanya to strengthen our long-term foundry support and supply. We believe this is an excellent opportunity to invest in additional capacity to expand our DRAM product line to higher density devices and more advanced process nodes. Our investment and partnership with Nanya will help provide secure foundry access for our sourcing needs, while also providing foundry support and technology development for our flash and analog product lines as we execute our growth plans in these new areas."

"We welcome ISSI as a shareholder and business partner," said Charles Kau, president of Nanya. "ISSI has a strong and growing specialty DRAM business closely aligned with our foundry capabilities and technology. We look forward to working with ISSI as a partner and customer to maximize our mutual opportunities in specialty DRAM technology, in particular for automotive, industrial and communication applications."

About ISSI
ISSI is a fabless semiconductor company that designs and markets high performance integrated circuits for the following key markets: (i) automotive, (ii) communications, (iii) industrial, medical, and military, and (iv) digital consumer. The Company's primary products are high speed and low power SRAM and low and medium density DRAM. The Company also designs and markets high performance analog and mixed signal integrated circuits, and has announced a tender offer to acquire Chingis Technology Corporation, which designs and markets NOR flash products. ISSI is headquartered in Silicon Valley with worldwide offices in Taiwan, Japan, Singapore, China, Europe, Hong Kong, India, and Korea. Visit our web site at http://www.issi.com/.

About Nanya Technology Corporation
Nanya Technology Corporation, a member of the Formosa Plastics Group, is a global leader in advanced memory semiconductors, focusing on research and development, design, manufacturing, and sales of DRAM products. NTC's common stock is traded on the Taiwan Stock Exchange Corporation (TSEC) under the 2408 symbol. The company currently owns one 200mm fabrication facility and one 300mm fabrication facility in Taiwan. The company also has a 300mm joint venture, Inotera Memories, Inc., which operates two 300mm fabrication facilities in Taiwan. Further information is available at http://www.nanya.com.

Forward Looking Statements
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements concerning access to advanced process technologies, certain volume guarantees, planned future access to more advanced process nodes for specialty DRAM production, foundry support capabilities for the continued development of ISSI's NOR flash and analog products, strengthening our long-term foundry support and supply, being an excellent opportunity to invest in additional capacity to expand our DRAM product line to higher density devices and more advanced process nodes, investment helping provide secure foundry access and support, providing foundry support and technology development for our flash and analog product lines as we execute our growth plans in these new areas, ISSI has a strong and growing specialty DRAM business, and looking forward to working with ISSI as a partner and customer to maximize our mutual opportunities are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those anticipated. Such risks and uncertainties include timing and amount of our continued need for DRAM capacity and advanced process technology, the success of our relationship with Nanya, the business and financial success of Nanya and Nanya's future stock price, demand for our products from existing or new customers, our ability to sell our products for key applications and the pricing and gross margins achieved on such sales, our ability to control or reduce our operating expenses, our ability to maintain our relationships with our customers, foundries and other vendors or other risks listed from time to time in the Company's filings with the Securities and Exchange Commission, including the Company's Form 10-K for the year ended September 30, 2011 and its Form 10-Q for the quarter ended June 30, 2012.



CONTACT: John M. Cobb, Chief Financial Officer, Integrated Silicon Solution, Inc., 1+-408-969-6600, ir@issi.com; Leanne K. Sievers, EVP, Investor Relations, Shelton Group, +1-949-224-3874, lsievers@sheltongroup.com