-----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, Dfgy3ZWSm3Vgz3o4R5NYKnlaGhY3plWltYN+5TGWnt5+shd+9sVJNZcnQUiNtMLz cpQsX7eURy2G0Uyy3OlRsA== 0000912057-00-020401.txt : 20000501 0000912057-00-020401.hdr.sgml : 20000501 ACCESSION NUMBER: 0000912057-00-020401 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SILICON STORAGE TECHNOLOGY INC CENTRAL INDEX KEY: 0000855906 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770225590 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-26944 FILM NUMBER: 613130 BUSINESS ADDRESS: STREET 1: 1171 SONORA CT CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4087359110 MAIL ADDRESS: STREET 1: 1171 SONORA COURT CITY: SUNNYVALE STATE: CA ZIP: 94086 10-K405/A 1 10-K405/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES 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 DECEMBER 31, 1999. 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 0-26944 ------------------------ SILICON STORAGE TECHNOLOGY, INC. (Exact name of Registrant as specified in its charter) CALIFORNIA 77-0225590 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1171 SONORA COURT, SUNNYVALE, CA 94086 (Address of principal executive offices) (Zip code) Company's telephone number, including area code: (408) 735-9110
------------------------ Securities registered pursuant to Section 12(b) of the Act:
TITLE OF CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED - -------------- ----------------------------------------- None. None.
Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value. ------------------------ Indicate by check mark whether SST (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 SST 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 Company's knowledge, in definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes /X/ No / /. Aggregate market value of the voting stock held by non-affiliates of SST as of January 31, 2000: $820,375,898 based on the closing price of SST's Common Stock as reported on the Nasdaq National Market. Number of shares outstanding of SST's Common Stock, no par value, as of January 31, 2000: 25,071,223. Documents incorporated by reference: Exhibits as noted herein. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART III. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The following table lists the names, ages and positions of our executive officers and directors as of December 31, 1999. There are no family relationships between any of our directors or executive officers. Executive officers serve at the discretion of the board of directors.
NAME AGE POSITION - ---- ---- ------------------------------------------------- Bing Yeh(1)(4)............................ 49 President and Chief Executive Officer and Director Yaw Wen Hu................................ 50 Senior Vice President, Operations and Process Development and Director Derek Best................................ 49 Vice President, Sales and Marketing Michael Briner............................ 52 Vice President, Products Isao Nojima............................... 55 Vice President, Advanced Development Paul Lui.................................. 49 Vice President and General Manager of the Linvex Product Line Jeffrey L. Garon.......................... 39 Chief Financial Officer and Vice President, Finance and Administration and Secretary Tsuyoshi Taira(1)(2)(3)................... 61 Director Yasushi Chikagami(1)(2)(3)................ 61 Director Ronald Chwang(1)(2)(3).................... 51 Director
- ------------------------ (1) Member of Compensation Committee (2) Member of Audit Committee (3) Member of Stock Option Committee (4) Sole Member of Non-Officer Stock Option Committee BING YEH, one of our co-founders, has served as our President and Chief Executive Officer and been a member of our board of directors since our inception in 1989. Prior to that, Mr. Yeh served as a senior research and development manager of Xicor, Inc., a nonvolatile memory semiconductor company. From 1981 to 1984, Mr. Yeh held program manager and other positions at Honeywell Inc. 2. From 1979 to 1981, Mr. Yeh was a senior development engineer of EEPROM technology of Intel Corporation. He was a Ph.D. candidate in Applied Physics and earned an Engineer degree at Stanford University. Mr. Yeh holds an M.S. and a B.S. in Physics from National Taiwan University. YAW WEN HU, Ph.D., joined us in 1993 as Vice President, Technology Development. In 1997, he was given the additional responsibility of wafer manufacturing and, in August 1999, he became Vice President, Operations and Process Development. In January 2000, he was promoted to Senior Vice President, Operations and Process Development. Mr. Hu has been a member of our board of directors since September 1995. From 1990 to 1993, Mr. Hu served as deputy general manager of technology development of Vitelic Taiwan Corporation. From 1988 to 1990, he served as FAB engineering manager of Integrated Device Technology, Inc. From 1985 to 1988, he was the director of technology development at Vitelic Corporation. From 1978 to 1985 he worked as a senior development engineer in Intel Corporation's Technology Development group. Mr. Hu holds a B.S. in Physics from National Taiwan University and an M.S. in Computer Engineering and a Ph.D. in Applied Physics from Stanford University. DEREK BEST joined us in June 1997 as Vice President of Sales and Marketing. Prior to that, he worked for Micromodule Systems, a manufacturer of high density interconnect technology, as vice president marketing and sales world wide from 1992 to 1996. From 1987 to 1992, he owned his own company, Mosaic Semiconductor, a semiconductor company. Mr. Best holds an Electrical Engineering degree from Portsmouth University in England. MICHAEL BRINER joined us as Vice President, Design Engineering in November 1997 and became Vice President, Products during 1999. From 1993 to 1997, he served as vice president of design engineering for Micron Quantum Devices, Inc., a subsidiary of Micron Technology, Inc., chartered to develop and manufacture flash memory products. From 1986 through 1992, he served as director of design engineering for the Nonvolatile Division of Advanced Micro Devices, Inc. In this position, he was instrumental in helping AMD become a major nonvolatile memory manufacturer. Mr. Briner holds a B.S. in Electrical Engineering from the University of Cincinnati. ISAO NOJIMA has served as our Vice President, Advanced Development since July 1997. From March 1993 to June 1997, he served as our Vice President, Memory Design and Product Engineering. From 1990 to 1993, Mr. Nojima served as director of design engineering of Pioneer Semiconductor Corporation, now called Pericom, a manufacturer of semiconductors. From 1980 to 1990, he served as design manager of Xicor Inc., a nonvolatile semiconductor company. From 1977 to 1980, he served as a senior design engineer for Intel Corporation. From 1969 to 1976, he was a senior researcher at Toshiba's R&D Center in Japan. Mr. Nojima holds a B.S. and an M.S. in Electrical Engineering from Osaka University in Japan. PAUL LUI joined us as Vice President and General Manager of the Linvex Product Line in June 1999. From 1994 to 1999, he was the president and founder of Linvex Technology, Corporation. From 1987 to 1994, he was the president and chief executive officer of Macronix, Inc.. From 1981 to 1985, he served as group general manager at VLSI Technology, Inc. where he was responsible for transferring that company's technology to Korea. In addition, Mr. Lui has held senior engineering positions at the Synertek Division of Honeywell and McDonnell Douglas. Mr. Lui holds an M.S.E.E. degree from University of California, Berkeley and a B.S. degree in Electrical Engineering and Mathematics from California Polytechnic State University, San Luis Obispo. JEFFREY L. GARON joined us as Chief Financial Officer and Vice President, Finance and Administration and Secretary in March 1998. Prior to that, Mr. Garon served as president and senior operating officer of The Garon Financial Group, Inc., a venture capital and venture consulting firm specializing in start-ups, turnarounds and restarts, from 1994 to 1998. From 1993 to 1994, he served as a vice president and chief financial officer of Monster Cable Products, Inc., a leading provider of audio cables and supplies to consumers and the consumer electronic retail channel. Prior to this, Mr. Garon 3. held senior financial positions with Visual Edge Technology, Inc., a provider of large format digital imaging systems, Oracle Corporation, Ashton-Tate Corporation and Teledyne Microelectronics. Mr. Garon holds a B.S. in Business Administration Finance from California State University, Northridge and a M.B.A. from Loyola Marymount University. TSUYOSHI TAIRA has been a member of our board of directors since July 1993. Mr. Taira served as a member of the board of directors of Atmel Corporation from 1987 to 1992. Mr. Taira served as president of Sanyo Semiconductor Corporation from 1986 to 1993. Mr. Taira was chairman of the Sanyo Semiconductor Corporation from 1993 to 1996. Mr. Taira left the Sanyo Semiconductor Corporation in August 1996. Mr. Taira currently owns and runs a marketing and management consulting company, Tazan International, Inc. Mr. Taira holds a B.S. from Tokyo Metropolitan University. YASUSHI CHIKAGAMI has been a member of our board of directors since September 1995. Mr. Chikagami has been chairman of Keian Corporation, a personal computer and PC peripheral distributor, since 1993. Mr. Chikagami has also served as director of GVC Corporation and Trident Microsystems, Inc. since 1993. Mr. Chikagami holds a B.S. in Agricultural Engineering from Taiwan University and a M.S. in engineering from University of Tokyo. RONALD CHWANG, PH.D., has been a member of our board of directors since June 1997. Since 1998, Mr. Chwang has been the President of Acer Technology Ventures Management LLC, a venture capital business unit of the Acer Group, a worldwide computer, component and semiconductor manufacturer. From 1992 to 1997 he was the President and Chief Executive Officer of Acer America. Mr. Chwang has been with Acer since 1986, serving in various executive positions. Mr. Chwang has previously held development and management positions an Intel Corporation and Bell Northern Research. Mr. Chwang holds a B.S. in Engineering from McGill University and a Ph.D. in Electrical Engineering from the University of Southern California. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock and other equity securities. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the year ended December 31, 1999, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with. 4. ITEM 11. EXECUTIVE COMPENSATION COMPENSATION OF DIRECTORS Our directors do not currently receive any cash compensation from us for their service as members of our Board of Directors, although they are reimbursed for certain travel-related expenses in connection with attendance at Board and committee meetings in accordance with our policy. Each of our non-employee directors receives stock option grants under the 1995 Non-Employee Directors' Stock Option Plan. Only non-employee directors are eligible to receive options under the Directors' Plan. Options granted under the Directors' Plan are intended by us not to qualify as incentive stock options under the Internal Revenue Code of 1986, as amended. Option grants under the Directors' Plan are non-discretionary. Pursuant to the terms of the Directors' Plan, each director who was serving on the date of our initial public offering was granted on such date an option to purchase 24,000 shares of our Common Stock. In addition, each non-employee director subsequently elected to the Board was automatically be granted an option to purchase 24,000 shares of our Common Stock, until the Directors' Plan was amended in April 1999, at which time the amount of the initial grant upon election to the Board of Directors was changed to an option to purchase 15,000 shares of our Common Stock. Each year, non-employee directors who have served as directors for the prior year are granted an option to purchase 6,000 shares of our Common Stock. No other options may be granted at any time under the Directors' Plan. The exercise price of options granted under the Directors' Plan is 100% of the fair market value of the Common Stock subject to the option on the date of the option grant. Options granted prior to April 1999 vest ratably over four years from the date of grant. Options granted after April 1999 are fully vested and exercisable upon the date of grant. The term of options granted under the Directors' Plan is ten years. In the event of our merger with or into another corporation or a consolidation, acquisition of assets or other change-in-control transaction, the vesting of options issued prior to April 1999 will accelerate and the option will terminate if not exercised prior to the consummation of the transaction. At December 31, 1999, options, net of canceled or expired options, covering an aggregate of 133,000 shares had been granted under the Directors' Plan and 67,000 shares of our Common Stock remained available for grant under the Directors' Plan. During 1999, we granted options under the Directors' Plan covering 6,000 shares to each of Messrs. Taira, Chikagami, and Chwang at an exercise price of $10.69 per share based on the closing sales price reported in the Nasdaq National Market on the date of grant. As of December 31, 1999, 16,000 options had been exercised under the Directors' Plan at a weighted average exercise price of $3.04 per share, and 90,000 options were exercisable at a weighted-average exercise price of $9.17 per share. 5. COMPENSATION OF EXECUTIVE OFFICERS SUMMARY OF COMPENSATION The following table shows for the fiscal years ended December 31, 1999, December 31, 1998 and December 31, 1997, compensation awarded or paid to, or earned by our Chief Executive Officer and our four other most highly compensated executive officers at December 31, 1999. Amounts under the column "All Other Compensation" include compensation for travel time and amounts paid by us on behalf of the executive officers for supplemental life insurance. SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION ANNUAL COMPENSATION AWARDS -------------------------------- ------------------- SECURITIES UNDERLYING ALL OTHER NAME AND PRINCIPAL POSITION YEAR SALARY BONUS STOCK OPTIONS COMPENSATION - ------------------------------------------ ------- ---------------------------------------------------- ----------------- Bing Yeh................................. 1999 $232,199 $101 30,000 $ 86 President and 1998 $221,905 -- -- $ 600 Chief Executive Officer 1997 $207,121 -- -- $ 1,480 Michael Briner.......................... 1999 $201,774 $435 10,000 $ 86 Vice President, Products 1998 $187,739 -- -- -- 1997 $ 26,939 -- -- -- Yaw Wen Hu.............................. 1999 $177,760 $101 32,802 $ 86 Senior Vice President, Operations 1998 $149,297 -- 15,262 -- and Process Development 1997 $137,280 -- 25,640(1) $ 280 Derek Best.............................. 1999 $170,154 $101 22,328 $ 86 Vice President, Sales 1998 $162,097 -- 26,483 $ 2,960 and Marketing 1997 $ 90,417 -- -- -- Isao Nojima............................. 1999 $155,685 $976 27,224 $ 86 Vice President, Advanced 1998 $148,601 -- 9,768 $ 260 Development 1997 $141,353 -- 24,420(1) --
- ------------------- (1) Stock option grant, net of impact of repriced stock options. 6. STOCK OPTION GRANTS AND EXERCISES The following tables show for the fiscal year ended December 31, 1999, information regarding options granted to, exercised by, and held at year end by the executive officers listed in the "Summary Compensation Table" above. 1999 STOCK OPTION GRANTS The exercise price of each option was equal to the fair market value of our Common Stock on the date of grant. Mr Yeh's option was equal to 110% of the fair market value of our Common Stock on the date of grant. The exercise price may be paid in cash, in shares of our Common Stock valued at fair value on the exercise date or through a cashless exercise procedure involving a same-day sale of the purchased shares. The potential realizable value is calculated based on the ten-year term of the option at the time of grant. Stock price appreciation of 5% and 10% is assumed pursuant to rules promulgated by the Securities and Exchange Commission and does not represent our prediction of our stock price performance. The potential realizable values at 5% and 10% appreciation are calculated by: - multiplying the number of shares of Common Stock subject to a given option by the exercise price per share; - assuming that the aggregate stock value derived from that calculation compounds at the annual 5% or 10% rate shown in the table until the expiration of the options; and - subtracting from that result the aggregate option exercise price. The shares listed in the following table under "Number of Securities Underlying Option Granted" are subject to vesting. Certain of the stock options listed in the table vest over a four-year period, 25% after one year and 2.083% per month thereafter. Each of the options has a ten-year term, subject to earlier termination if the optionee's service with us ceases. Under certain circumstances following a change of control, the vesting of such option grants may accelerate and become immediately exercisable. In January 1999, Mr. Yeh was awarded a short-term incentive stock option grant for 30,000 shares of Common Stock with an exercise price of $3.30. The grant is exercisable as follows: The first 10,000 shares shall be exercisable on January 4, 2000. The remaining 20,000 shares shall be exercisable at the rate of 1/48th monthly commencing January 4, 2000; however, the following acceleration shall apply: If we return to profitability by the end of 1999, 10,000 additional shares will be fully exercisable on January 4, 2000; if our earnings per share reaches $0.10 per share or higher for the year 1999, 10,000 additional shares will be fully exercisable on January 4, 2000. We returned to profitability on a quarterly basis during 1999 beginning with the third quarter; however, the earnings per share target was not met. Therefore, 20,000 of Mr. Yeh's options were exercisable on January 4, 2000 and the balance will vest over four more years as described above. In January 1999, our executive officers were awarded a short-term incentive stock option grant for shares of Common Stock with an exercise price of $3.00. These options vested on the one-year anniversary of the date of grant. 7. Percentages shown under "Percent of Total Options Granted in 1999" are based on 1,000,831 options granted to our employees and directors during 1999.
POTENTIAL REALIZABLE VALUE AT ASSUMED INDIVIDUAL GRANTS ANNUAL RATES OF ------------------- STOCK PRICE NUMBER OF APPRECIATION FOR SECURITIES PERCENT OF OPTION TERM UNDERLYING TOTAL OPTIONS EXERCISE EXPIRATION ------------- NAME OPTION GRANTED GRANTED IN 1999 PRICE DATE 5% 10% - ---- --------------- --------------- ----- ---- -------- -------- Bing Yeh......................... 30,000 3.00% $ 3.30 1/11/09 $ 62,261 $157,781 Michael Briner................... 10,000 1.00% $ 3.00 1/11/09 $ 18,867 $ 47,812 Yaw-Wen Hu....................... 10,000 1.00% $ 3.00 1/11/09 $ 18,867 $ 47,812 12,802 1.28% $ 7.09 7/1/09 $ 57,082 $144,658 10,000 1.00% $13.25 9/24/09 $ 83,329 $211,171 Derek Best....................... 10,000 1.00% $ 3.00 1/11/09 $ 18,867 $ 47,812 12,328 1.23% $ 7.09 7/1/09 $ 54,969 $139,302 Isao Nojima...................... 7,500 0.75% $ 3.00 1/11/09 $ 14,150 $ 35,859 19,724 1.98% $ 7.09 7/1/09 $ 87,947 $222,874
Amounts shown under the column "Value Realized" are based on the closing sales price of our Common Stock on the date of exercise as reported on the Nasdaq National Market less the exercise price. Amounts shown under the column "Value of Unexercised In-the-Money Options at December 31, 1999" are based on the closing price of our Common Stock ($41.25) on December 31, 1999, as reported on the Nasdaq National Market, without taking into account any taxes that may be payable in connection with the transaction, multiplied by the number of shares underlying the option, less the exercise price payable for these shares. AGGREGATE OPTION EXERCISES IN 1999 AND 1999 YEAR-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT SHARES ACQUIRED VALUE OPTIONS AT DECEMBER 31, 1999 DECEMBER 31, 1999 NAME ON EXERCISE REALIZED EXERCISABLE / UNEXERCISABLE EXERCISABLE / UNEXERCISABLE - ---- ----------- -------- --------------------------- --------------------------- Bing Yeh....... - - 0 / 30,000 $0 / $1,138,500 Michael Briner. - - 70,000 / 108,000 $2,668,750 / $4,118,750 Yaw Wen Hu..... 40,000 $174,000 216,845 / 52,159 $8,848,093 / $1,842,039 Derek Best..... 15,000 $192,750 26,042 / 67,769 $993,847 / $2,542,460 Isao Nojima.... 90,000 $2,655,125 186,495 / 39,917 $7,600,847 / $1,447,233
8. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information regarding the ownership of our Common Stock as of March 31, 2000, by: - each of the executive officers listed in the "Summary Compensation Table"; - each director; and - all of our executive officers and directors as a group. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Beneficial ownership also includes shares of Common Stock subject to options that are currently exercisable or exercisable within 60 days of March 31, 2000. These shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of each other person. Percentage of ownership is based on 29,590,167 shares of Common Stock outstanding on March 31, 2000. Unless otherwise indicated, the address of each of the individuals named below is: c/o Silicon Storage Technology, 1171 Sonora Court, Sunnyvale, CA 94086.
BENEFICIAL OWNERSHIP ------------------------------------------------------------------------ SHARES ISSUABLE PURSUANT NUMBER OF SHARES TO OPTIONS EXERCISABLE (INCLUDING NUMBER WITHIN 60 DAYS OF SHOWN IN FIRST NAME MARCH 31, 2000 COLUMN) PERCENTAGE OF TOTAL - -------------------------------------- -------------------------- ---------------------- ---------------------- Bing Yeh (1).................... 1,041 3,661,041 12.4% Michael Briner (2).............. 94,000 162,027 * Yaw Wen Hu (3).................. 193,378 349,686 1.2% Derek Best ..................... 5,833 28,333 * Isao Nojima .................... 189,226 258,690 * Tsuyoshi Taira ................. 42,615 42,615 * Yasushi Chikagami .............. 1,592 42,615 * Ronald Chwang .................. 11,178 31,813 * All executive officers and directors 548,863 4,689,463 15.6% as a group (10 persons)
- ---------- * Represents beneficial ownership of less than 1% of the outstanding shares of our Common Stock. (1) Includes (1) 1,150,000 shares held by the Yeh Family Trust U/D/T dated August 14, 1995, of which Mr. Yeh and his wife are trustees and (2) 2,480,000 shares held by the Yeh 1995 Children's Trust U/T/A dated July 31, 1995 of which Su-Wen Y. Liu and Yeon-Hong Chan are trustees. Mr. Yeh disclaims beneficial ownership of the shares held by the children's trust. Also includes 30,000 shares purchased under an IRA account in the name of Bing Yeh. (2) Includes 8,000 shares held by Tammy Briner custodian of Jeffrey Daniel Briner (UCAUTMA). (3) Includes 5,000 shares held by each of Mr. Hu's two minor children. 9. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS On January 31, 1996, we acquired a 14% interest in a Japanese company for approximately $939,000 paid in cash. In 1997, 1998 and 1999 this customer accounted for 15.4% ($11.6 million), 14.7% ($10.2 million), and 8.1% ($10.0 million), respectfully, of our net revenues. This was the only customer that accounted for more than 10% of our net revenues in 1997 and one of two customers that accounted for more than 10% of our net revenues in both 1998 and 1999. Mr. Chwang is the President of Acer Technology Ventures Management LLC, a venture capital business unit of the Acer Group, a worldwide computer, component and semiconductor manufacturer. Several related entities, including Acer Corporation, are our customers. In 1997, 1998 and 1999, the combined Acer entities accounted for 6.0% ($4.5 million), 7.3% ($5.1 million) and 6.3% ($7.9 million) of our net revenues, respectively. Mr. Chikagami is a member of the Board of Directors of Ocean Automation Ltd., which is one of our customers. During 1999, Ocean accounted for 0.4%, or $541,000 of our net revenues. In January 1999, we loaned $75,000 to Derek Best, our Vice President, Sales and Marketing. Under the terms of the promissory note, the loan will be repaid over a three year period with interest-only payments made for the first 18 months of the loan, followed by interest and principal payments for the next 18 months and ending with a balloon payment of approximately $36,000. The note is unsecured and bears an interest rate of 5.1%, the LIBOR rate in effect as of the date that the note was signed. We have entered into indemnity agreements with our executive officers and directors which provide, among other things, that we will indemnify these persons, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as our director, officer or agent, and otherwise to the full extent permitted under California law and our bylaws. As a matter of policy, all transactions between us and any of our officers, directors or principal shareholders will be approved by a majority of the independent and disinterested members of the Board of Directors, and will be on terms no less favorable to us than could be obtained from unaffiliated third parties and will be in connection with our bona fide business purposes. 10. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, County of Santa Clara, State of California, on the 28th day of April, 2000. SILICON STORAGE TECHNOLOGY, INC. By: /s/ Bing Yeh ------------------------------------ Bing Yeh President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1934, this report on Form 10-K/A has been signed below by the following persons on behalf of Silicon Storage Technology, Inc., and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- President, Chief Executive April 28, 2000 /s/ Bing Yeh Officer and Director (PRINCIPAL - --------------------------- EXECUTIVE OFFICER) Bing Yeh Vice President Finance & Administration, April 28, 2000 /s/ Jeffrey L. Garon Chief Financial Officer and Secretary - --------------------------- (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER) Jeffrey L. Garon Senior Vice President, Operations April 28, 2000 /s/ Yaw Wen Hu and Process Development - --------------------------- and Director Yaw Wen Hu /s/ Tsuyoshi Taira Director April 28, 2000 - --------------------------- Tsuyoshi Taira Director - --------------------------- Ronald Chwang Director - --------------------------- Yasushi Chikagami
11. EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT --------------------- ----------------------- 3.2 + Bylaws of SST. 3.4 + Form of Restated Articles of Incorporation of SST to be effective upon the closing of the offering, dated November 3, 1995. 4.1 + Reference is made to Exhibits 3.2. 10.1 + Equity Incentive Plan and related agreements. 10.2 + 1990 Stock Option Plan and related agreements. 10.3 + Employee Stock Purchase Plan. 10.4 + 1995 Non-Employee Directors' Stock Option Plan. 10.5 + Profit Sharing Plan. 10.6 + Lease Agreement between SST and Sonora Court Properties, dated March 15, 1993, as amended. 10.7 + Lease Agreement between SST and Coast Properties, dated May 4, 1995, as amended. 10.8 + License Agreement between SST and Winbond Electronics Corporation, dated July 30, 1990, as amended on September 14, 1990, August 27, 1992, December 15, 1992 and December 1, 1993. 10.9 + License Agreement between SST and Sanyo Electric Co., Ltd., dated April 7, 1993, as clarified by two letters each dated April 8, 1993. 10.10+ Manufacturing Agreement between SST and Sanyo Electric Co., Ltd., dated December 10, 1994. 10.11+ License and Technical Assistance Agreement between SST and Rockwell International Corporation, Digital Communications Division, dated September 1993, as amended on March 29, 1995. 10.13++ Documents relating to investment in Japanese company. 10.15++ License Agreement between SST and Seiko Epson Corporation dated March 31, 1996. 10.16++ License Agreement between SST and Taiwan Semiconductor Manufacturing Co., Ltd. dated February 26, 1997. 10.17++ Lease amendment, dated March 4, 1998, between SST and Sonora Court Properties. 10.18++ Lease amendment, dated March 4, 1998, between SST and Coast Properties.
12.
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT --------------------- ----------------------- 10.19++ Loan and Security Agreement between SST and Foothill Capital Corporation, dated September 22, 1998. 10.20++ Loan and Security Agreement amendment between SST and Foothill Capital Corporation dated December 8, 1998. 10.21++ 0.25 Micron Agreement between SST and Motorola, Inc., dated May 5, 1999. 10.22++ Loan and Security Agreement amendment between SST and Foothill Capital Corporation, dated September 30, 1999. 10.23++ Second Amendment to Lease, dated September 13, 1999, between SST and Coast Properties. 10.24++ Lease Agreement between SST and Bhupinder S. Lehga and Rupinder K. Lehga, dated November 15, 1999. 10.25++ Lease Agreement between SST and The Irvine Company, dated November 22, 1999. 10.26++ Agreement between SST and Samsung Electronic Co. Ltd., dated March 19, 1998. 23.1++ Consent of PricewaterhouseCoopers LLP, independent accountants. 27.1++ Financial Data Schedule.
- ------------------------ + Previously filed as an Exhibit to the Registration Statement filed on Form S-1 (33-97802) and incorporated by reference herein. ++ Previously filed as an Exhibit to Form 10-K or Form 10-Q and incorporated by reference herein. 13. -----END PRIVACY-ENHANCED MESSAGE-----