-----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, RunPV7n1lC9lvJAlJ1+YXwwkflnPiGz8+f+jfD3aKsJg8J1t/x6+URiXKuBxAG5K SFLtPGutLVD1C/bTCircOg== 0000950005-97-000482.txt : 19970506 0000950005-97-000482.hdr.sgml : 19970506 ACCESSION NUMBER: 0000950005-97-000482 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970505 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-19032 FILM NUMBER: 97595001 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 10-K/A 1 FORM 10-K/A ------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 10-K/A |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 31, 1996 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] Commission file number: 0-19032 ATMEL CORPORATION (Exact name of registrant as specified in its charter) California 77-0051991 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2325 Orchard Parkway, San Jose, California 95131 (Address of principal executive offices) Registrant's telephone number, including area code: (408) 441-0311 --------------------------------- Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value --------------------------------- 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 the 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, 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. YES X NO --- --- The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the Common Stock on March 7, 1997 as reported on the Nasdaq National Market, was approximately $2,270,674,000. Shares of Common Stock held by each officer and director have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of March 7, 1997, Registrant had outstanding 100,695,000 shares of Common Stock. DOCUMENTS INCORPORATED BY REFERENCE The Registrant's Annual Report to Shareholders for the fiscal year ended December 31, 1996 is incorporated by reference in Parts II and IV of this Form 10-K to the extent stated herein. The Registrant's definitive Proxy Statement for the Annual Meeting of Shareholders to be held on April 30, 1997 is incorporated by reference in Part III of this Form 10-K to the extent stated herein. - -------------------------------------------------------------------------------- PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this Report on Form 10-K: 1. Financial Statements. The following Consolidated Financial Statements of Atmel Corporation and Report of Independent Accountants are incorporated by reference to the Registrant's 1996 Annual Report to Shareholders: Consolidated Statements of Income for the Three Years Ended December 31, 1996 Consolidated Balance Sheets as of December 31, 1996 and 1995 Consolidated Statements of Shareholders' Equity for the Three Years Ended December 31, 1996 Consolidated Statements of Cash Flows for the Three Years Ended December 31, 1996 Notes to Consolidated Financial Statements Report of Independent Accountants 2. Financial Statement Schedules. The following financial statement schedules of Atmel Corporation for the years ended December 31, 1996, 1995 and 1994 are filed as part of this Report on Form 10-K and should be read in conjunction with the Consolidated Financial Statements, and related notes thereto, of Atmel Corporation. Schedule Page -------- ---- Report of Independent Accountants on Financial Statement Schedule S-1 II Valuation and Qualifying Accounts S-2 Schedules not listed above have been omitted because they are not applicable or are not required or the information required to be set forth therein is included in the consolidated financial statements or notes thereto. 3. Exhibits. The following Exhibits are filed as part of, or incorporated by reference into, this Report on Form 10-K: 3.1(3) Articles of Incorporation of Registrant, as amended to date. 15 3.2(1) Bylaws of Registrant. 10.1(1)+ 1986 Incentive Stock Option Plan, as amended, and forms of stock option agreements thereunder. 10.2(1)+ 1991 Employee Stock Purchase Plan, as amended. 10.3(3) Credit Agreement dated April 20, 1995, between Wells Fargo Bank and Registrant. 10.4(1) Form of Indemnification Agreement between Registrant and its officers and directors. 10.5(2) Consulting Agreement by and between Norman Hall and Registrant dated March 1, 1990. 10.6(4) 1996 Stock Plan, as amended and forms of agreements thereunder. 11.1 Computation of Earnings Per Share. 13.1 Registrant's Annual Report to Shareholders for the fiscal year ended December 31, 1996 (except for the portions of the 1996 Annual Report to the Shareholders expressly incorporated by reference in the Report on Form 10-K, the 1996 Annual Report to Shareholders is furnished for the information of the Securities and Exchange Commission and is not to be deemed "filed"). 21.1 Subsidiaries of Registrant. 23.1 Consent of Independent Accountants 24.1 Power of Attorney (included on the signature pages hereof) 27. Financial Data Schedule. (1) Incorporated by reference to exhibits to the Company's Registration Statement on Form S-1 (File No. 33-38882) declared effective on March 19, 1991. (2) Incorporated by reference to exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1992. (3) Incorporated by reference to exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1995. (4) Incorporated by reference to exhibits to the Company's Registration Statement on Form S-8 (File No. 333-15823) filed on November 8, 1996. + The item listed is a compensatory plan. 16 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 on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. ATMEL CORPORATION March 27, 1997 By: /s/ George Perlegos ----------------------- George Perlegos President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George Perlegos and Kris Chellam, and each of them, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Report on 10-K has been signed by the following persons in the capacities and on the dates indicated: Signature Title Date --------- ----- ----
/s/ George Perlegos President, Chief Executive March 27, 1997 - --------------------------------- Officer (Principal Executive (George Perlegos) Officer) and Director /s/ Kris Chellam Vice President, Finance and March 27, 1997 - --------------------------------- Administration and Chief Financial (Kris Chellam) Officer (Principal Financial and Accounting Officer) /s/ Norm Hall Director March 27, 1997 - --------------------------------- (Norm Hall) /s/ Gust Perlegos Director March 27, 1997 - --------------------------------- (Gust Perlegos)
18 /s/ T. Peter Thomas Director March 27, 1997 - --------------------------------- (T. Peter Thomas) /s/ Tsung-Ching Wu Director March 27, 1997 - --------------------------------- (Tsung-Ching Wu)
19 EX-27 2 FINANCIAL DATA SCHEDULE
5 12-MOS DEC-31-1996 JAN-01-1996 DEC-31-1996 104,113 53,165 174,515 0 70,320 460,023 867,423 0 1,455,914 336,402 0 339,421 0 0 0 1,455,914 1,070,280 1,070,288 539,215 764,816 0 0 12,851 309,153 107,431 0 0 0 0 201,722 2.01 2.01
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