-----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, LvnfpwFh7LZFSp++dPeHONBXFsK3eJfFUWNaOP66vuYIcor4icer03EQKjL775lJ +HbjR3Oojt9e2Xqq42MATQ== 0000891618-98-001767.txt : 19980417 0000891618-98-001767.hdr.sgml : 19980417 ACCESSION NUMBER: 0000891618-98-001767 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980416 ITEM INFORMATION: FILED AS OF DATE: 19980416 SROS: NASD 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: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19032 FILM NUMBER: 98595787 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 1 FORM 8-K DATED APRIL 16, 1998 1 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 April 16, 1998 ----------------------------------- Date of Report (Date of earliest event reported) ATMEL CORPORATION ---------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) California 0-19032 77-0051991 - -------------- --------------- ------------ (State or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification incorporation) No.) 2325 Orchard Parkway San Jose, California 95131 ---------------------------------------------------- (Address of principal executive offices) (408) 441-0311 ---------------------------------------------------- (Registrant's telephone number, including area code) 2 ATMEL CORPORATION Information to be included in the Report ITEM 5. OTHER EVENTS On April 9, 1998, the Company reported revenues of $260,392,000, and net income of $17,727,000, or $0.18 per share, for the first quarter ended March 31, 1998. Included in the first quarter results is less than one month of the operating results of the Temic Semiconductor Group (Temic), which the Company acquired in March 1998. In the first quarter of 1997, the Company's revenues were $252,946,000 and net income was $38,738,000, or $0.38 per share. The Company's consolidated balance sheet at March 31, 1998 reflects a preliminary allocation of the $108,000,000 purchase price of Temic, which resulted in an increase in inventory, accounts receivables, fixed assets, current liabilities and long-term liabilities. A portion of the purchase price will be allocated to in-process research and development upon the completion of a valuation study currently in process. The amount of in-process research and development expense will be included in the results for the first quarter of 1998 when determined. The following tables set forth condensed consolidated income statement data (unaudited) of the Company for the three month periods ended March 31, 1998 and 1997 and condensed consolidated balance sheet data at March 31, 1998 (unaudited) and December 31, 1997. The operating results for any quarter are not necessarily indicative of results for any subsequent period. 3 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. ATMEL CORPORATION Date: April 16, 1998 By: /s/ J. Michael Ross ---------------------------------- J. Michael Ross Vice President and General Counsel 4 Atmel Corporation Condensed Consolidated Income Statements (In thousands, except per-share data) (Unaudited)
Three Months Ended March 31, ------------------------ 1998(1) 1997 -------- -------- Net revenues $260,392 $252,946 Expenses Cost of sales 164,192 136,377 Research and development 36,659 29,171 Selling, general and administrative 27,826 25,943 -------- -------- Total expenses 228,677 191,491 -------- -------- Operating income 31,715 61,455 Interest income (expense), net (4,443) (1,858) -------- -------- Income before taxes 27,272 59,597 Taxes on income 9,545 20,859 -------- -------- Net income $ 17,727 $ 38,738 ======== ======== Basic earnings per share $ 0.18 $ 0.39 ======== ======== Diluted earnings per share $ 0.18 $ 0.38 ======== ======== Shares used in basic EPS calculations 99,127 99,038 ======== ======== Shares used in diluted EPS calculations 100,122 101,505 ======== ========
- -------- (1) A portion of the purchase price of Temic will be allocated to in-process research and development upon the completion of a valuation study currently in process. The amount of in-process research and development expense will be included in the results for the first quarter of 1998 when determined. 5 Atmel Corporation Condensed Consolidated Balance Sheets (In thousands)
March 31, 1998 December 31, 1997 -------------- ----------------- (Unaudited) Current assets Cash and short-term investments $ 228,943 $ 237,532 Accounts receivable, net 282,421 216,991 Inventories 203,552 124,336 Other current assets 83,809 119,358 ---------- ---------- Total current assets 798,725 698,217 Other assets 51,800 42,338 Long-term investments 93,766 95,536 Fixed assets, net 1,078,461 985,949 ---------- ---------- Total assets $2,022,752 $1,822,040 ========== ========== Current liabilities Current portion of long-term debt $ 183,713 $ 67,522 Trade accounts payable and other accrued liabilities 304,593 290,890 Income taxes payable 9,769 0 Deferred income on shipments to distributors 28,411 25,256 ---------- ---------- Total current liabilities 526,486 383,668 Long-term debt 629,283 571,389 Deferred income taxes 34,499 34,499 Put warrants 58,930 46,050 Shareholders' equity Common stock 303,696 334,303 Retain earnings 469,858 452,131 ---------- ---------- Total shareholders' equity 773,554 786,434 ---------- ---------- Total liabilities and shareholders' equity $2,022,752 $1,822,040 ========== ==========
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