-----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, Bv4iDhCrudcxFqVulVIPblJAjv25mI2o8I8LFsMQ3tKQMvmOTI2+l1WUS6ptwCRv X0db4mAWHTcTVJxaaxE4XA== 0000950005-97-000625.txt : 19970703 0000950005-97-000625.hdr.sgml : 19970703 ACCESSION NUMBER: 0000950005-97-000625 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970329 FILED AS OF DATE: 19970702 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE SEMICONDUCTOR CORP/DE/ CENTRAL INDEX KEY: 0000913293 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770057842 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22594 FILM NUMBER: 97634949 BUSINESS ADDRESS: STREET 1: 3099 N FIRST ST CITY: SAN JOSE STATE: CA ZIP: 95134-2008 BUSINESS PHONE: 4083834900 10-K/A 1 FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- Form 10-K/A FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]. For the Fiscal Year Ended March 29, 1997 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 number: 0-22594 ALLIANCE SEMICONDUCTOR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 77-0057842 (State or other jurisdiction of incorporation or (I.R.S. Employer organization) Identification No.) 3099 North First Street, San Jose, California 95134 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (408) 383-4900 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value per share 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 than 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 in this form, 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/A or any amendment to this Form 10-K/A. [ ] The aggregate market value of the Registrant's Common Stock held by non-affiliates of Registrant as of June 20, 1997 was $193,471,512 based on the closing sale price of such stock on the Nasdaq National Market. APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed under Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by the court. Yes X No --- --- As of June 20, 1997, there were 39,049,197 shares of Registrant's Common Stock issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of Registrant's definitive Proxy Statement for its 1997 Annual Meeting of Stockholders (the "Proxy Statement") to be filed pursuant to Regulation 14A of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, which is anticipated to be filed within 120 days after the end of Registrant's fiscal year ended March 29, 1997, are incorporated by reference into Part III hereof. The undersigned Registrant hereby amends the Annual Report on Form 10-K for the fiscal year ended March 29, 1997, that was filed by Registrant with the Securities and Exchange Commission on June 27, 1997, as set forth below: 1. Amend the Index to Exhibits (pursuant to Item 14(a)(3)) to include Exhibit 23.2. 2. Add Exhibit Number 23.2. SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized. ALLIANCE SEMICONDUCTOR CORPORATION By: /s/ N. Damodar Reddy Date: July 1, 1997 ----------------------------------- N. Damodar Reddy, Chairman of the Board, Chief Executive Officer and President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- Principal Executive Officer: /s/ N. DAMODAR REDDY Chairman of the Board, Chief Executive Officer ---------------------------------- and President. July 1, 1997 N. Damodar Reddy Principal Financial Officer and Principal Accounting Officer: /s/ CHARLES ALVAREZ Vice President-Finance and Administration and --------------------------------- Chief Financial Officer July 1, 1997 Charles Alvarez Directors: /s/ SANFORD L. KANE Director July 1, 1997 --------------------------------- Sanford L. Kane /s/ JON B. MINNIS Director July 1, 1997 --------------------------------- Jon B. Minnis /s/ C.N. REDDY Director July 1, 1997 --------------------------------- C.N. Reddy /s/ N. DAMODAR REDDY Director July 1, 1997 --------------------------------- N. Damodar Reddy
Item 14(a)(3): INDEX TO EXHIBITS
Exhibit Number Documentation Description Page -------------- ------------------------- ---- 3.01 Registrant's Certificate of Incorporation (A) 3.02 Registrant's Certificate of Elimination of Series A Preferred Stock (A) 3.03 Registrant's Certificate of Amendment of Certificate of Incorporation (F) 3.04 Registrant's Bylaws (A) 4.01 Specimen of Common Stock Certificate of Registrant (A) 10.01+ Registrant's 1992 Stock Option Plan adopted by Registrant on April 7, 1992 and (K) amended through September 19, 1996, and related documents 10.02+ Registrant's Directors Stock Option Plan adopted by Registrant on October 1, (A) 1993 and related documents 10.03+ Form of Indemnity Agreement used between Registrant and certain of its officers (A) and directors 10.04+ Form of Indemnity Agreement used between the Registrant and certain of its (K) officers 10.05* Foundry Production Agreement dated December 11, 1992, between United (A) Microelectronics Corporation and Asian Specific Technology Ltd., as amended 10.06 Sales Representative, Distributor and Intermediary Agreement dated December 11, (A) 1992, between Registrant and Asian Specific Technology Ltd. 10.07 Sublease Agreement dated February 1994 between Registrant and Fujitsu America, (B) Inc. 10.08 Net Lease Agreement dated February 1, 1994 between Registrant and Realtec (B) Properties I L.P. 10.09* Subscription Agreement dated February 17, 1995, by and among Registrant, (C) Singapore Technology Pte. Ltd. and Chartered Semiconductor Manufacturing Pte. Ltd. 10.10* Manufacturing Agreement dated February 17, 1995, between Registrant and (C) Chartered Semiconductor Manufacturing Pte. Ltd. 10.11 Supplemental Subscription Agreement dated March 15, 1995, by and among (D) Registrant, Singapore Technology Pte. Ltd. and Chartered Semiconductor Manufacturing Pte. Ltd. INDEX TO EXHIBITS Exhibit Number Documentation Description Page -------------- ------------------------- ---- 10.12* Supplemental Manufacturing Agreement dated March 15, 1995, between Registrant (D) and Chartered Semiconductor Manufacturing Pte. Ltd. 10.13* Foundry Venture Agreement dated July 8, 1995, by and among Registrant, S3 (E) Incorporated and United Microelectronics Corporation 10.14* Foundry Capacity Agreement dated July 8, 1995, by and among Registrant, Fabco, (E) S3 Incorporated and United Microelectronics Corporation 10.15* Foundry Venture Agreement dated September 29, 1995, between Registrant and (F) United Microelectronics Corporation 10.16* Foundry Capacity Agreement dated September 29, 1995, by and among Registrant, (F) FabVen and United Microelectronics Corporation 10.17* Written Assurances Re: Foundry Venture Agreement dated September 29, 1995 by (F) and among Registrant FabVen and United Microelectronics Corporation 10.18** Letter Agreement dated June 26, 1996 by and among Registrant, S3 Incorporated (G) and United Microelectronics Corporation 10.19 Stock Purchase Agreement dated as of June 30, 1996 by and among Registrant, S3 (H) Incorporated, United Microelectronics Corporation and United Semiconductor Corporation 10.20** Amendment to FabCo Foundry Capacity Agreement dated as of July 3, 1996 by and (H) among Registrant, S3 Incorporated, United Microelectronics Corporation and United Semiconductor Corporation 10.21 Side Letter dated July 11, 1996 by and among Registrant, S3 Incorporated, (H) United Microelectronics Corporation and United Semiconductor Corporation 10.22+ 1996 Employee Stock Purchase Plan (I) 10.23 Letter Agreement dated December 23, 1996 by and among Registrant, S3 (J) Incorporated, United Microelectronics Corporation and United Semiconductor Corporation INDEX TO EXHIBITS Exhibit Number Documentation Description Page -------------- ------------------------- ---- 10.24 Trademark License Agreement dated as of October 17, 1996 between Registrant and (K) Alliance Semiconductor International Corporation, a Delaware corporation, as amended through May 31, 1997 10.25 Restated Amendment to FabCo Foundry Venture Agreement dated as of February 28, (K) 1997 by and among Registrant, S3 Incorporated, United Microelectronics Corporation and United Semiconductor Corporation 10.26 Letter Agreement dated April 25, 1997 by and among Registrant, S3 Incorporated, (K) United Microelectronics Corporation and United Semiconductor Corporation 10.27** Restated DRAM Agreement dated as of February 28, 1996 between Registrant and (K) Untied Microelectronics Corporation 10.28** First Amendment to Restated DRAM Agreement dated as of March 26, 1996 between (K) Registrant and United Microelectronics Corporation 10.29** Second Amendment to Restated DRAM Agreement dated as of July 10, 1996 between (K) Registrant and United Microelectronics Corporation 10.30 Promissory Note and Security Agreement dated March 28, 1997 between Registrant (K) and Matrix Funding Corporation 10.31 Letter Agreement dated June 23, 1997 between Registrant and United (K) Microelectronics Corporation 11.01 Statement Re: Computation of Earnings Per Share (K) 21.01 Subsidiaries of Registrant (K) 23.01 Consent of Price Waterhouse LLP (San Jose, California) (K) 23.02 Consent of Price Waterhouse LLP (Hsinchu, Taiwan) (K) 27.01 Financial Data Schedule (K) ------------ + Management contract or compensatory plan or arrangement required to be filed as an Exhibit to this Form 10-K. * Confidential treatment has been granted with respect to certain portions of this document. ** Confidential treatment has been requested with respect to certain portions of this document. (A) The document referred to is hereby incorporated by reference from Registrant's Registration Statement on Form SB-2 (File No. 33-69956-LA) declared effective by the Commission on November 30, 1993. (B) The document referred to is hereby incorporated by reference from Registrant's Annual Report of Form 10-KSB filed with the Commission on June 29, 1994. (C) The document referred to is hereby incorporated by reference from Registrant's Registration Statement on Form SB-2 (File No. 33-90346-LA) declared effective by the Commission on March 28, 1995. (D) The document referred to is hereby incorporated by reference from Registrant's Annual Report on Form 10-KSB filed with the Commission on June 30, 1995. (E) The document referred to is hereby incorporated by reference from Registrant's Quarterly Report on Form 10-Q filed with the Commission on August 14, 1995. (F) The document referred to is hereby incorporated by reference from Registrant's Quarterly Report on Form 10-Q (File No. 0-22594) filed with the Commission on November 14, 1995. (G) The document referred to is hereby incorporated by reference from Registrant's Quarterly Report on Form 10-Q (File No. 0-22594) filed with the Commission on August 13, 1996. (H) The document referred to is hereby incorporated by reference from Registrant's Quarterly Report on Form 10-Q (File No. 0-22594) filed with the Commission on November 12, 1996. (I) The document referred to is hereby incorporated by reference from Registrant's Registration Statement on Form S-8 (File No. 333-13461) filed with the Commission on October 4, 1996. (J) The document referred to is hereby incorporated by reference from Registrant's Quarterly Report on Form 10-Q (File No. 0-22594) filed with the Commission on February 11, 1997. (K) The document referred to is filed herewith.
EX-23.2 2 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 33-98402, No. 33-74830 and No. 333-13461) of Alliance Semiconductor Corporation of our report dated January 24, 1997 appearing in this Annual Report on Form 10-K. PRICE WATERHOUSE LLP Hsinchu, Taiwan R.O.C. June 23, 1997 -----END PRIVACY-ENHANCED MESSAGE-----