8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): June 12, 2003

TRIDENT MICROSYSTEMS, INC.

(Exact name of registrant as specified in its charter)

0-20784
(Commission File Number)

Delaware
(State or other jurisdiction of incorporation) 77-0156584
(I.R.S. Employer Identification No.)

1090 E. Arques Avenue
Sunnyvale, California 94085
(Address of principal executive offices, with zip code)

(408) 991-8800
(Registrant’s telephone number, including area code)

TABLE OF CONTENTS

	Item 5. Other Events.
	Item 7. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT 99.1

Item 5. Other Events.

     On June 12, 2003, Trident Microsystems, Inc. (the “Company”) issued a press release announcing a restructuring of its operations. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

     In connection with the press release, the Company also held a conference call on June 12, 2003. During the conference call, the Company indicated that it expects to account for the XGI stock received by the Company for its graphics division at cost on the Company’s balance sheet and, upon receipt of such stock, the Company does not expect a profit and loss impact on its financial statements from the XGI stock.

Item 7. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit	Description
99.1	Press Release issued by Trident Microsystems, Inc., dated June 12, 2003.

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.

Date: June 16, 2003

TRIDENT MICROSYSTEMS, INC.

/s/ Frank Lin

Frank C. Lin
President, Chief Executive Officer
and Chairman of the Board
(Principal Executive Officer)

/s/ Peter Jen

Peter Jen
Senior Vice President, Asia Operations and Chief
Accounting Officer (Principal Financial and
Accounting Officer)

EX-99.1 3 f90911exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 TRIDENT ANNOUNCES RESTRUCTURING OF OPERATIONS AND CONFERENCE CALL Sunnyvale, Calif. --- June 12, 2003: Trident Microsystems, Inc. (NASDAQ: TRID), a leading provider of semiconductor solutions to the videographics, multimedia and digital television markets, today announced a significant restructuring of its operations involving both the Company's Graphics and Digital Media businesses. Trident's Graphic division will be merged with XGI, the graphics unit previously spun off from Silicon Integrated System Corp (SiS). XGI will be capitalized through cash infusion from outside investors. In a separate transaction, the Company's Digital Media Division (DM) will be merged with Tridents' subsidiary, Trident Technologies, Inc. (TTI) in Taiwan, to strengthen and extend the company's digital TV business. "This restructuring will position Trident as one of the leading contenders in the emerging digital media space and put the company on track to return to profitability," said Frank Lin, President and CEO of Trident. "By merging our graphics business into XGI, all Trident's business deals and commitment to its customers and partners can be satisfied by XGI. Trident will also have the opportunity to participate in the upside from the new graphics entity. As a result, Trident will be able to focus its resources on its restructured DM business as well as focus on other challenges and opportunities in the rapidly growing digital media market." CREATING A GRAPHICS SEMICONDUCTOR CONTENDER The newly formed XGI will combine the operating assets and intellectual property of Trident's and XGI' graphics businesses. "By combining Trident's strength in the mobile graphics market with XGI' leading presence in the desktop market, XGI will merge the complementary strengths of both companies to effectively attack the graphics market. These combined strengths, together with a strategic alliance with SiS' core logic business and new capitalization from new investors should create a formidable power in both the mobile and desktop graphics markets," said Michael Chen, Chairman of the board of XGI and President and CEO of SiS. Other key highlights of the transaction include: - Trident will initially own 30% of XGI when the transaction is completed. - XGI's new management team will also consist of Trident's graphics management team This transaction will close as soon as all the closing conditions are satisfied, expected to be prior to July 1, 2003. ACCELERATING THE MOMENTUM OF THE DM BUSINESS "I am also pleased to announce that we have decided to merge our subsidiary, Trident Technologies, Inc. (TTI) in Taiwan with our Digital Media business unit to form a new DM organization which will retain the name TTI. By merging Trident's DM division with Trident's existing TTI subsidiary, the new DM organization strengthens Trident's existing DM division and realizes several product, customer and infrastructure synergies," Frank Lin commented. "Additionally, we believe we can enhance our position to compete effectively in the burgeoning Progressive TV, LCDTV, PDP, HDTV and Digital Set-top Box markets. With the graphics business spun off, by combining resources with existing TTI subsidiary, our Digital Media business can now aggressively focus on developing more exciting new products in this emerging business." Other key highlights of the transaction include: - Trident, which currently owns 68% of existing TTI subsidiary, will own an 90% equity interest in the new DM organization. - Trident will transfer $10 million's worth of UMC stock to the new DM organization to fund working capital obligations. - The existing TTI subsidiary's video controller products and Asia-based sales and technical supporting force will be combined with the DM division's DPTV chip business. - The new management team for the new DM organization will consist of Trident's US DM management team. - The new DM organization will also be in a position to seek a separate IPO in either Taiwan or the US. This restructuring is expected to be completed before the end of June. Going forward, Trident will continue to be actively involved in overseeing the operations of TTI as well as focus on the operations of its subsidiary in China, Trident Multimedia Technologies (Shanghai) Co., Ltd. (TMT), which will serve as the focal point to promote Trident's products in China. Over the past few years, Trident has established a strong and powerful VLSI design team in TMT. This VLSI team will not only provide VLSI IPs and integrated design services to TTI and XGI, but will also utilize Trident's existing graphics and digital media IPs to develop products outside the PC and TV spaces, such as those for cell phones and PDAs, and other products in the consumer field. We believe, by restructuring our operations and combining the technical strength of Trident and its subsidiaries, Trident will emerge once again as a leading player in the semiconductor industry. THE COMPANY ALSO ANNOUNCED THAT IT WILL HOLD A CONFERENCE CALL TO DISCUSS THE RESTRUCTURING, WHICH WILL OCCUR ON THURSDAY, JUNE 12, 2003 AT 2:30 P.M. PACIFIC TIME (5:30 P.M. EASTERN TIME). SHAREHOLDERS MAY PARTICIPATE IN THE CALL BY CALLING 800-482-5519 (U.S.), OR 303-224-6999 (INTERNATIONAL) CONFERENCE ID NUMBER 172606. A REPLAY OF THE CONFERENCE CALL WILL BE AVAILABLE APPROXIMATELY TWO HOURS FOLLOWING THE CONFERENCE CALL UNTIL MIDNIGHT PT, ON JUNE 19, 2003, AND CAN BE ACCESSED BY CALLING 888-852-5733 USING ACCESS CODE 172606. FORWARD-LOOKING INFORMATION This press release contains forward-looking statements, including statements which use the words "believe", "intends", "potential", "anticipate", and similar words. The forward-looking statements above are subject to certain risks and actual results could vary materially depending on a number of factors. These risks include that one or the other of the transactions will not be completed in a timely manner, or at all, or that once completed the restructuring will not produce the anticipated results due to a variety of factors including failure to integrate operations effectively, or continuing competitive challenges and a difficult economic climate. Additional factors that may affect the Company's business are described in detail in the Company's filings with the Securities and Exchange Commission. ABOUT TRIDENT MICROSYSTEMS, INC. Trident Microsystems, Inc., with headquarters in Sunnyvale, California, designs, develops and markets digital media for the masses in the form of graphics controllers and multimedia integrated circuits for both notebook and desktop PCs. Trident's products are sold through a network of OEMs, original design manufacturers and system integrators worldwide. For further information about Trident and its products, please consult the Company's web site: http://www.tridentmicro.com. ABOUT XGI TECHNOLOGY INC. XGI Technology was founded on May 26, 2003. The corporate headquarter and design center are in Hsin-Chu, and the sales and marketing office is in Taipei, Taiwan. The company's management and R&D team are from the former SiS Multimedia Product Division. The company is led by the President and CEO of SiS, as Chairman of the board of XGI; and by the former VP of SiS Multimedia Product Division, as President and CEO of XGI. Based on the foundation of SiS Multimedia Product Division, many professionals in the field have also joined the venture to create a world-class graphics vendor focused on providing the most innovative graphic processor available. ABOUT SILICON INTEGRATED SYSTEMS CORP. (SIS) Silicon Integrated Systems Corp. (SiS) is a worldwide leader in the development, manufacturing and marketing of leading-edge logic products, including core logic, multimedia, connectivity, and information appliance. The company was founded in 1987 in the Hsin-Chu Science-based Industrial Park in Taiwan and has been listed on the Taiwan Stock Exchange (TSE2363) since August 1997. SiS combines professional chip design with advanced semiconductor manufacturing technologies. For more information, please visit www.sis.com. FOR PRESS RELEASES: Tel: (408) 991-8090 EMAIL: INVESTOR@TRIDENTMICRO.COM Web site: http://www.tridentmicro.com -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1

        TRIDENT ANNOUNCES RESTRUCTURING OF OPERATIONS AND CONFERENCE CALL

Sunnyvale, Calif. --- June 12, 2003: Trident Microsystems, Inc. (NASDAQ: TRID),
a leading provider of semiconductor solutions to the videographics, multimedia
and digital television markets, today announced a significant restructuring of
its operations involving both the Company's Graphics and Digital Media
businesses. Trident's Graphic division will be merged with XGI, the graphics
unit previously spun off from Silicon Integrated System Corp (SiS). XGI will be
capitalized through cash infusion from outside investors. In a separate
transaction, the Company's Digital Media Division (DM) will be merged with
Tridents' subsidiary, Trident Technologies, Inc. (TTI) in Taiwan, to strengthen
and extend the company's digital TV business.

"This restructuring will position Trident as one of the leading contenders in
the emerging digital media space and put the company on track to return to
profitability," said Frank Lin, President and CEO of Trident. "By merging our
graphics business into XGI, all Trident's business deals and commitment to its
customers and partners can be satisfied by XGI. Trident will also have the
opportunity to participate in the upside from the new graphics entity. As a
result, Trident will be able to focus its resources on its restructured DM
business as well as focus on other challenges and opportunities in the rapidly
growing digital media market."

CREATING A GRAPHICS SEMICONDUCTOR CONTENDER

The newly formed XGI will combine the operating assets and intellectual property
of Trident's and XGI' graphics businesses. "By combining Trident's strength in
the mobile graphics market with XGI' leading presence in the desktop market, XGI
will merge the complementary strengths of both companies to effectively attack
the graphics market. These combined strengths, together with a strategic
alliance with SiS' core logic business and new capitalization from new investors
should create a formidable power in both the mobile and desktop graphics
markets," said Michael Chen, Chairman of the board of XGI and President and CEO
of SiS.

Other key highlights of the transaction include:

      -     Trident will initially own 30% of XGI when the transaction is
            completed.

      -     XGI's new management team will also consist of Trident's graphics
            management team

This transaction will close as soon as all the closing conditions are satisfied,
expected to be prior to July 1, 2003.

ACCELERATING THE MOMENTUM OF THE DM BUSINESS

"I am also pleased to announce that we have decided to merge our subsidiary,
Trident Technologies, Inc. (TTI) in Taiwan with our Digital Media business unit
to form a new DM organization which will retain the name TTI. By merging
Trident's DM division with Trident's existing TTI subsidiary, the new DM
organization strengthens Trident's existing DM division and realizes several
product, customer and infrastructure synergies," Frank Lin commented.
"Additionally, we believe we can enhance our position to compete effectively in
the burgeoning Progressive TV, LCDTV, PDP, HDTV and Digital Set-top Box markets.
With the graphics business spun off, by combining resources with existing TTI
subsidiary, our Digital Media business can now aggressively focus on developing
more exciting new products in this emerging business." Other key highlights of
the transaction include:

      -     Trident, which currently owns 68% of existing TTI subsidiary, will
            own an 90% equity interest in the new DM organization.

      -     Trident will transfer $10 million's worth of UMC stock to the new DM
            organization to fund working capital obligations.

      -     The existing TTI subsidiary's video controller products and
            Asia-based sales and technical supporting force will be combined
            with the DM division's DPTV chip business.

      -     The new management team for the new DM organization will consist of
            Trident's US DM management team.

      -     The new DM organization will also be in a position to seek a
            separate IPO in either Taiwan or the US.

This restructuring is expected to be completed before the end of June.

Going forward, Trident will continue to be actively involved in overseeing the
operations of TTI as well as focus on the operations of its subsidiary in China,
Trident Multimedia Technologies (Shanghai) Co., Ltd. (TMT), which will serve as
the focal point to promote Trident's products in China. Over the past few years,
Trident has established a strong and powerful VLSI design team in TMT. This VLSI
team will not only provide VLSI IPs and integrated design services to TTI and
XGI, but will also utilize Trident's existing graphics and digital media IPs to
develop products outside the PC and TV spaces, such as those for cell phones and
PDAs, and other products in the consumer field. We believe, by restructuring our
operations and combining the technical strength of Trident and its subsidiaries,
Trident will emerge once again as a leading player in the semiconductor
industry.

THE COMPANY ALSO ANNOUNCED THAT IT WILL HOLD A CONFERENCE CALL TO DISCUSS THE
RESTRUCTURING, WHICH WILL OCCUR ON THURSDAY, JUNE 12, 2003 AT 2:30 P.M. PACIFIC
TIME (5:30 P.M. EASTERN TIME). SHAREHOLDERS MAY PARTICIPATE IN THE CALL BY
CALLING 800-482-5519 (U.S.), OR 303-224-6999 (INTERNATIONAL) CONFERENCE ID
NUMBER 172606.

A REPLAY OF THE CONFERENCE CALL WILL BE AVAILABLE APPROXIMATELY TWO HOURS
FOLLOWING THE CONFERENCE CALL UNTIL MIDNIGHT PT, ON JUNE 19, 2003, AND CAN BE
ACCESSED BY CALLING 888-852-5733 USING ACCESS CODE 172606.

FORWARD-LOOKING INFORMATION

This press release contains forward-looking statements, including statements
which use the words "believe", "intends", "potential", "anticipate", and similar
words. The forward-looking statements above are subject to certain risks and
actual results could vary materially depending on a number of factors. These
risks include that one or the other of the transactions will not be completed in
a timely manner, or at all, or that once completed the restructuring will not
produce the anticipated results due to a variety of factors including failure to
integrate operations effectively, or continuing competitive challenges and a
difficult economic climate. Additional factors that may affect the Company's
business are described in detail in the Company's filings with the Securities
and Exchange Commission.

ABOUT TRIDENT MICROSYSTEMS, INC.

Trident Microsystems, Inc., with headquarters in Sunnyvale, California, designs,
develops and markets digital media for the masses in the form of graphics
controllers and multimedia integrated circuits for both notebook and desktop
PCs. Trident's products are sold through a network of OEMs, original design
manufacturers and system integrators worldwide. For further information about
Trident and its products, please consult the Company's web site:
http://www.tridentmicro.com.

ABOUT XGI TECHNOLOGY INC.

XGI Technology was founded on May 26, 2003. The corporate headquarter and design
center are in Hsin-Chu, and the sales and marketing office is in Taipei, Taiwan.
The company's management and R&D team are from the former SiS Multimedia Product
Division. The company is led by the President and CEO of SiS, as Chairman of the
board of XGI; and by the former VP of SiS Multimedia Product Division, as
President and CEO of XGI. Based on the foundation of SiS Multimedia Product
Division, many professionals in the field have also joined the venture to create
a world-class graphics vendor focused on providing the most innovative graphic
processor available.

ABOUT SILICON INTEGRATED SYSTEMS CORP. (SIS)

Silicon Integrated Systems Corp. (SiS) is a worldwide leader in the development,
manufacturing and marketing of leading-edge logic products, including core
logic, multimedia, connectivity, and information appliance. The company was
founded in 1987 in the Hsin-Chu Science-based Industrial Park in Taiwan and has
been listed on the Taiwan Stock Exchange (TSE2363) since August 1997. SiS
combines professional chip design with advanced semiconductor manufacturing
technologies. For more information, please visit www.sis.com.

FOR PRESS RELEASES:
Tel:  (408) 991-8090
                                                EMAIL: INVESTOR@TRIDENTMICRO.COM
Web site: http://www.tridentmicro.com