-----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, Azh7s90iBbEilwkPWK+39OJmMJrPOmRs6nwt+WWUS4SN4MLMrcrcc0k/S6tdDY4t QHx4nax+ZaTqvg6Od6gKdw== 0000891092-04-005475.txt : 20041109 0000891092-04-005475.hdr.sgml : 20041109 20041109160007 ACCESSION NUMBER: 0000891092-04-005475 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041026 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041109 DATE AS OF CHANGE: 20041109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATMEL CORP CENTRAL INDEX KEY: 0000872448 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770051991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-19032 FILM NUMBER: 041129623 BUSINESS ADDRESS: STREET 1: 2325 ORCHARD PKWY CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084410311 MAIL ADDRESS: STREET 1: 2325 ORCHARD PKWY CITY: SAN JOSE STATE: CA ZIP: 95131 8-K/A 1 e19677_8ka.txt FORM 8-K/A ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ---------- FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Original Report (Date of earliest event reported): October 26, 2004 ---------- ATMEL CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-19032 77-0051991 -------- ------- ---------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 2325 Orchard Parkway San Jose, CA 95131 (Address of principal executive offices, including zip code) (408) 441-0311 (Registrant's telephone number, including area code) 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 (see General Instruction A.2. below): |_| 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)) ================================================================================ Explanatory Note This Form 8-K/A amends an earlier report on Form 8-K filed by Atmel Corporation on October 26, 2004 (such report is referred to herein as the "Original Report") to (i) correct certain information regarding Atmel's income tax provision and (ii) clarify that the information filed under the heading "Item 7.01 Regulation FD Disclosure" in the Original Report was intended to be filed under the heading "Item 2.02 Results of Operations and Financial Condition." Item 2.02. Results of Operations and Financial Condition On October 26, 2004, Atmel Corporation issued a press release discussing its financial results for the third quarter ended September 30, 2004. A copy of the press release was attached as Exhibit 99.1 to the Original Report. Following the issuance of such press release, Atmel Corporation revised its preliminary calculation of the provision for income taxes for the third quarter ended September 30, 2004 and the estimate for the fourth quarter of 2004. On November 9, 2004, Atmel Corporation issued a press release updating the provision for income taxes and related loss per share results for the quarter ended September 30, 2004. A copy of the press release is attached as Exhibit 99.2. Please see Atmel Corporation's 10-Q for the third quarter 2004 filed November 9, 2004 for complete information regarding Atmel Corporation's financial results. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01. Financial Statements and Exhibits (c) Exhibits. Exhibit No. Description - ----------- ----------- 99.1 Press release, dated as of October 26, 2004, entitled "Atmel Reports Third Quarter Earnings Results" (which is incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed on October 26, 2004) 99.2 Press release, dated as of November 9, 2004, entitled "Atmel Files 10-Q" 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. Atmel Corporation (Registrant) By: /s/ Francis Barton ------------------------------------ Francis Barton Executive Vice President and Chief Financial Officer Date: November 9, 2004 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release, dated as of October 26, 2004, entitled "Atmel Reports Third Quarter Earnings Results" (which is incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed on October 26, 2004) 99.2 Press release, dated as of November 9, 2004, entitled "Atmel Files 10-Q" EX-99.2 2 e19677ex99-2.txt PRESS RELEASE Exhibit 99.2 Atmel Files 10-Q Third Quarter Tax Provision Reduced by Atmel SAN JOSE, Calif., Nov. 9 /PRNewswire/ -- Atmel Corporation (Nasdaq: ATML), a worldwide leader in the development, fabrication and sale of advanced semiconductors, today announced that in conjunction with filing its 10-Q for the third quarter ended September 30, 2004, the Company had modified the recognition of its provision for income taxes. Although income tax remains forecasted at $28 million for the full year 2004, the amount recognized in the third quarter has been reduced to $18 million from $28 million, and the fourth quarter outlook has been revised from an $8 million tax benefit to approximately a $2 million tax provision. As a result, the third quarter 2004 basic loss per share, as reported in the 10-Q filed today, is ($0.04). About Atmel Atmel is a worldwide leader in the design and manufacture of microcontrollers, advanced logic, mixed-signal, nonvolatile memory and radio frequency (RF) components. Leveraging one of the industry's broadest intellectual property (IP) portfolios, Atmel is able to provide the electronics industry with complete system solutions. Focused on consumer, industrial, security, communications, computing and automotive markets, Atmel ICs can be found Everywhere You Are(SM). (C) Atmel Corporation 2004. All rights reserved. Atmel(R), logo and combinations thereof, are registered trademarks, and Everywhere You Are(SM) is a trademark of Atmel Corporation or its subsidiaries. Other terms and product names may be trademarks of others. Contact: Steven Horwitz, Director, Investor Relations, 408-487-2677 Information in this release regarding Atmel's tax provision outlook is a forward-looking statement that involves risks and uncertainties. The forward- looking statement included in this release is based upon information available to Atmel as of the date of this release, which may change, and we assume no obligation to update any such forward-looking statement. This statement is not a guarantee of future performance and actual results could differ materially from our current expectations. Factors that could cause or contribute to such differences include the impact of competitive products and pricing, timely design acceptance by our customers, timely introduction of new technologies, ability to ramp new products into volume, industry wide shifts in supply and demand for semiconductor products, industry and/or company overcapacity, effective and cost efficient utilization of manufacturing capacity, financial stability in foreign markets, and other risks detailed from time to time in Atmel's SEC reports and filings, including our Form 10-K, filed on March 15, 2004 and subsequent Form 10-Q reports. SOURCE Atmel Corporation -0- 11/09/2004 /CONTACT: Steven Horwitz, Director, Investor Relations, of Atmel Corporation , +1-408-487-2677/ /Web site: http://www.atmel.com / (ATML) CO: Atmel Corporation ST: California IN: CPR SEM ECP SU: ERP -----END PRIVACY-ENHANCED MESSAGE-----