-----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, OWexSv9I8y/cNQoHDyOEQlShzE8r2Yez6PtbPaQqHnalQARlpQ7xB9Km00X1E/wR s+3wivi03Q9Pjs/mpd7iiw== 0000867105-97-000007.txt : 19970520 0000867105-97-000007.hdr.sgml : 19970520 ACCESSION NUMBER: 0000867105-97-000007 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961229 FILED AS OF DATE: 19970516 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYRIX CORP CENTRAL INDEX KEY: 0000867105 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 752218250 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-21904 FILM NUMBER: 97610022 BUSINESS ADDRESS: STREET 1: 2703 N CENTRAL EXPRESSWAY CITY: RICHARDSON STATE: TX ZIP: 75080 BUSINESS PHONE: 2149948387 MAIL ADDRESS: STREET 1: MS 220 STREET 2: PO BOX 853920 CITY: RICHARDSON STATE: TX ZIP: 75085-3920 10-K405/A 1 AMENDMENT NO. 1 TO FORM 10-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------- FORM 10-K/A AMENDMENT NO. 1 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) FOR THE FISCAL YEAR ENDED DECEMBER 29, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE TRANSITION PERIOD FROM ________________ TO _________________ COMMISSION FILE NO. 0-21904 ---------------------------- CYRIX CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 75-2218250 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 2703 NORTH CENTRAL EXPRESSWAY RICHARDSON, TEXAS 75080 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (972) 968-8387 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Common Stock, $.004 Par Value (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 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 herein, 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 non-affiliates of the registrant as of April 17, 1997 was approximately $424,531,144. As of April 17, 1997, there were 19,631,498 outstanding shares of the registrant's Common Stock. Portions of the registrant's Proxy Statement to be furnished to stockholders in connection with its 1997 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K. ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT TO APPLICATION OR REPORT FILED PURSUANT TO SECTION 12, 13, OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 CYRIX CORPORATION FORM 10-K/A AMENDMENT NO. 1 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for the fiscal year ended December 29, 1996 as set forth in the pages attached hereto:
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K Exhibit Number Description ----------- --------------------------------------------------------------------------------------------------------- (a) (1) - The financial statements filed as part of this Report at Item 8 are listed in the Index to Financial Statements, Supplementary Financial Data and Financial Statement Schedules on page 18 of this Report. (a) (2) - The financial statement schedule filed as part of this Report at Item 8 are listed in the Index to Financial Statements, Supplementary Financial Data and Financial Statement Schedules on page 18 of this Report. (a) (3) - The following documents are filed or incorporated by reference as exhibits to this Report: 3.1 - Restated Certificate of Incorporation filed May 15, 1996. (1) 3.2 - Bylaws of the Company as adopted by the Board of Directors of the Company as of February 12, 1988, together with Certificate of Amendment of Bylaws of the Company as adopted by the Board of Directors as of March 16, 1988 and Certificate of Amendment of Bylaws of the Company as adopted by the Board of Directors as of April 15, 1993. (2) 3.3 - Certificate of Amendment of Bylaws of the Registrant as adopted by the Board of Directors as of August 26, 1993. (3) 3.4 - Certificate of Amendment of Bylaws of the Registrant as adopted by the Board of Directors as of March 10, 1994. (4) 3.5 - Certificate of Amendment of Bylaws of the Registrant as adopted by the Board of Directors as of March 24, 1995. (1) 3.6 - Certificate of Amendment of Bylaws of the Registrant as adopted by the Board of Directors as of January 26, 1996. (1) 4.1 - Form of Certificate for the Common Stock. (2) 4.2 - Indenture, dated as of May 28, 1996 between the Registrant and Bank of Montreal Trust Company as Trustee. (1) 4.3 - Registration Rights Agreement, dated as of May 28, 1996 between the Registrant and Goldman, Sachs & Co. (1) 10.1 - License and Production Agreement entered into as of January 11, 1994 between SGS-Thomson Microelectronics, Inc. and Cyrix Corporation. (Portions have been omitted and filed separately with the Commission in reliance on Rule 24b-2 and the Registrant's request for confidential treatment). (5) 10.2 - Form of Proprietary Information and Non-competition Agreement (all employees). (2) 10.3 - Cyrix Corporation 1988 Incentive Stock Plan, as amended and restated as of January 26, 1996. (6) 10.4 - Cyrix Corporation Profit Sharing Plan. (2) 10.5 - Cyrix Corporation Executive Cash Compensation Plan. (2) 10.6 - Cyrix Corporation Employee Stock Purchase Plan, as amended and restated as of January 26, 1995. (7) 10.7 - Real Estate Note dated September 3, 1996, in the principal amount of $5,500,000 by Cyrix Corporation in favor of Safeco Life Insurance Company. 10.8 - Promissory Note and Letter Loan Agreement dated November 5, 1993, in the principal amount of $3,000,000 by Cyrix Corporation in favor of Bank One, Texas, National Association. (5) 10.9 - Settlement Agreement effective January 31, 1994, between Cyrix Corporation and Intel Corporation. (Portions have been omitted and filed separately with the Commission in reliance on Rule 24b-2 and the Registrant's request for confidential treatment). (5) 10.10 - Agreement for Purchase of Products entered into as of April 8, 1994 between IBM Microelectronics and Cyrix Corporation. (Portions have been omitted and filed separately with the Commission in reliance on Rule 24b-2 and the Registrant's request for confidential treatment). (8) Exhibit Number Description ----------- --------------------------------------------------------------------------------------------------------- 10.11 - Amended and Restated Agreement for Purchase of Products entered into as of April 8, 1994 between IBM Microelectronics and Cyrix Corporation. (Portions have been omitted and filed separately with the Commission in reliance on Rule 24b-2 and the Registrant's request for confidential treatment). (9) 10.12 - Amendment dated September 30, 1994 to License and Production Agreement entered into as of January 11, 1994 between SGS-Thomson Microelectronics, Inc. and Cyrix Corporation. (Portions have been omitted and filed separately with the Commission in reliance on Rule 24b-2 and the Registrant's request for confidential treatment). (10) 10.13 - Secured Revolving Credit Agreement by and among Cyrix Corporation, First Interstate Bank of Texas, N.A., National Bank of Canada, and The Boatmen's National Bank of St. Louis dated September 23, 1994. (Portions have been omitted and filed separately with the Commission in reliance on Rule 24b-2 and the Registrant's request for confidential treatment). (10) 10.14 - Cyrix Corporation Non-Discretionary Non-Employee Directors Stock Plan (11) 10.15 - Agreement for Purchase of Products (Foundry) entered into as of May 17, 1996 between IBM Microelectronics and Cyrix Corporation. (12) 11 - Earnings Per Common and Common Equivalent Share. 21 - Subsidiaries.(13) 23 - Consent of Ernst & Young LLP. ------------------------------------------------------ (1) - Filed as an Exhibit to the Company's Registration Statement on Form S-3 (File No. 333-10669) and incorporated herein by reference. (2) - Filed as an Exhibit to the Company's Registration Statement on Form S-1 (File No. 33-63144) and incorporated herein by reference. (3) - Filed as an Exhibit to the Company's Registration Statement on Form S-8 (File No. 33-68004) and incorporated herein by reference (4) - Filed as an Exhibit to the Company's Registration Statement on Form S-8 (File No. 33-87064) and incorporated herein by reference. (5) - Filed as an Exhibit to the Company's Form 10-K for the fiscal year ended January 2, 1994 and incorporated herein by reference. (6) - Filed as an Exhibit to the Company's Registration Statement on Form S-8 (File No. 333-18579) and incorporated herein by reference. (7) - Filed as an Exhibit to the Company's Registration Statement on Form S-8 (File No. 33-99492) and incorporated herein by reference. (8) - Filed as an Exhibit to the Company's Form 10-Q for the quarterly period ended April 3, 1994 and incorporated herein by reference. (9) - Filed as an Exhibit to the Company's Form 10-Q for the quarterly period ended July 3, 1994 and incorporated herein by reference. (10) - Filed as an Exhibit to the Company's Form 10-Q for the quarterly period ended October 2, 1994 and incorporated herein by reference. (11) - Filed as an Exhibit to the Company's Registration Statement on Form S-8 (File No. 33-99488) and incorporated herein by reference. (12) - Filed as an Exhibit to the Company's Form 10-Q for the quarterly period ended June 30, 1996. (13) - Filed as an Exhibit to the Company's Form 10-K/A Amendment No. 1 for the fiscal year ended December 31, 1995.
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CYRIX CORPORATION By:/s/ James W. Swent, III ----------------------- James W. Swent, III Senior Vice President of Finance and Administration EX-10 2 EXHIBIT 10.7 SAFECO Loan No. SPLM0796 REAL ESTATE NOTE $5,500,000.00 September 3, 1996 FOR VALUE RECEIVED, the undersigned (hereinafter called "Maker") promises to pay to the order of SAFECO Life Insurance Company, a Washington corporation, its successors and assigns, (hereinafter called "Holder"), at SAFECO Plaza, Seattle, WA 98185, or at such other place as Holder may designate in writing, the principal sum of FIVE MILLION FIVE HUNDRED THOUSAND AND NO/100 Dollars ($5,500,000.00), or so much thereof as may be advanced, together with interest on the unpaid principal balance from the date of disbursement of funds by Holder at the rate of 8.875% per annum. Principal and interest shall be due and payable in one hundred nineteen (119) consecutive monthly payments of $45,686.00 each, commencing on the 1st day of November, 1996 and continuing on the same day of each month thereafter; provided, however, all unpaid principal and interest shall be due and payable in full on October 1, 2006. Interest accrued from date of disbursement until October 1, 1996 shall be due at closing. All payments made on this Note shall first be applied to interest. If any payment provided for herein is not paid on or before its due date or within ten days thereafter, Maker hereby agrees to pay to Holder a late charge equal to 5% of the payment to defray the expenses incident to handling such delinquent payment. Full or partial prepayment of the principal of this Note shall be permitted during the loan term. Beginning in the first loan year, additional principal payments may be made but shall be applied in the inverse order of their maturity. In the event of such prepayment, a premium of two percent (2%) of such additional amount so prepaid shall be charged during the first through the ninth loan years. Prepayment shall be permitted without a prepayment premium during the 10th loan year. To the extent permitted by law, any prepayment premium shall be payable regardless of whether the loan is prepaid voluntarily or involuntarily, including, without limitation, any prepayment resulting from the exercise of the acceleration clause contained herein. A "loan year" shall mean each successive twelve (12) months beginning with the first day of the calendar month after disbursement of the funds by Holder. This Note is secured by a Deed of Trust and an Assignment of Leases and Rents, each of even date herewith, encumbering certain real property located in the County of Collin, State of Texas, (the "Premises") and by any other instruments, now or hereafter executed by Maker in favor of Holder, which in any manner constitute additional security for this Note (all of which are hereinafter called the "Security Documents"). Time is of the essence in the performance of all obligations of this Note and the Security Documents. If Maker fails to make any payment when due, or defaults in the performance or observance of any of the terms, agreements, covenants or conditions contained in the Security Documents, which default is not cured within ten (10) business days after Holder notifies Maker therof in writing, then, or at any time thereafter, the entire principal balance of this Note, irrespective of the maturity date specified herein, together with accrued interest thereon, and the prepayment premium, shall, at the election of the Holder, without notice, become immediately due and payable. The principal balance of this Note shall thereafter bear interest at 6% per annum above the interest rate then applicable hereunder. Maker, endorsers and guarantors jointly and severally waive presentment, protest and notice of dishonor; and consent to any renewals, extensions or modifications of this Note, including the terms or times for payment; and further agree that any such renewal, extension or modification of this Note or the Security Documents or the release or substitution of any security for this Note or any other indulgences may be made without notice to any of said parties and shall not otherwise affect the liability of any of said parties for the indebtedness evidenced by this Note. Maker and all endorsers and guarantors understand that the financial stability and managerial ability of the Maker are a substantial and material consideration to the Holder in its agreement to make the loan evidenced hereby. Therefore, if (i) the Premises or any part thereof or interest therein is sold, transferred, assigned, leased (other than space leased without option to purchase), conveyed, or otherwise alienated, or a contract of sale or other conveyance entered into with respect thereto, or (ii) there is a change in or transfer of a controlling interest in Maker without the prior written consent of Holder, which consent shall not be unreasonably withheld, then upon the occurrence of any one or more of the foregoing events, and regardless of whether or not Maker shall be in default under this Note or the Deed of Trust or any other loan document, Holder may, at its option, declare the then outstanding principal balance evidenced by this Note plus accrued interest thereon immediately due and payable or, at its sole option, it may consent to the conveyance in writing and may increase the interest rate on this Note to the interest rate on which Holder would then commit to make a first mortgage loan of similar character with similar security, as determined by conditions it may deem necessary to compensate it for the increased risk resulting from the breach of the foregoing covenants. Such increase in interest rate shall entitle Holder to increase the monthly payments under this Note so that the increased monthly payments will fully amortize the outstanding balance of the indebtedness over the unexpired term of the Note. The execution and delivery by the Maker of any joint venture agreement, partnership agreement, or modifications thereof declaration of trust or option agreement whereby any other person or corporation may become entitled, directly or indirectly, to the possession or enjoyment of the Premises, or the income or other benefits of the Premises, shall, in each case, be deemed to be a conveyance or assignment of the Maker's interest in the Premises for the purposes of this paragraph, and shall require prior written consent from the Holder. Notwithstanding the foregoing, if Maker is an individual and dies, and his interest is transferred to a member or member of his immediate family by devise or descent, or Maker transfers his interest in connection with bona fide estate planning, the transfer of Maker's interest shall not constitute a conveyance or assignment requiring written consent of the Holder. Notwithstanding the provisions of the preceding paragraph and provided Maker is not then in default under this Note, the Deed of Trust or any of the Security Documents, Maker shall have a one-time only right upon payment of an assumption fee equal to one percent (1%) of the then principal balance outstanding under this Note to convey the Premises to a transferee whose property management ability, financial strength and credit history are approved by Holder, which approval shall not be unreasonably withheld or delayed. If Holder withholds its approval because of the proposed transferee's lack of creditworthiness, property management ability or financial strength or other reasonable basis which leads Holder to reasonably believe the loan or the security would be impaired, Holder shall not be deemed to have unreasonably withheld its consent. As a condition of said approval, such transferee shall assume Maker's obligations under this Note and the Security Documents and any grantors of the indebtedness shall agree to remain fully bound. Any consent given by Holder pursuant to the foregoing paragraphs shall not constitute a consent to any future such transaction. In no event whatsoever shall the amount paid or agreed to be paid to Holder for the use, forbearance or detention of the money exceed the highest lawful rate permissible under applicable law, it being the intent of Holder and Maker in the execution of this Note to contract in strict accordance with applicable usury laws. Any forbearance of Holder in exercising any right or remedy hereunder or under the Security Documents, or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of any right or remedy. The acceptance by Holder of payment of any sum payable under this Note after the due date of such payment shall not be a waiver of Holder's right to either require prompt payment when due of all other sums payable hereunder or to declare a default for failure to make prompt payment This Note shall be governed by the laws of the state of Texas and shall be the joint and several obligation of all makers, endorsers and guarantors binding upon them and their successors and assigns. All makers, endorsers and guarantors agree jointly and severally to pay all costs of collection and of suit and foreclosure, including reasonable attorney's fees. MAKER: CYRIX CORPORATION, a Delaware corporation By: /s/ James W. Swent, III, Treasurer -----END PRIVACY-ENHANCED MESSAGE-----