-----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, H/RQw0QU1S2bEoRCBJ/+VqKWr1q3awZjEdtMSv8vkUOGkFD7FB39GDdaP2tW1X3t thYDBItB9jpZKofY0cAM5w== 0000932980-98-000004.txt : 19980511 0000932980-98-000004.hdr.sgml : 19980511 ACCESSION NUMBER: 0000932980-98-000004 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980508 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFORMATION STORAGE DEVICES INC /CA/ CENTRAL INDEX KEY: 0000932980 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770197173 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-25502 FILM NUMBER: 98613693 BUSINESS ADDRESS: STREET 1: 2045 HAMILTON AVE CITY: SAN JOSE STATE: CA ZIP: 95125 BUSINESS PHONE: 4083692400 MAIL ADDRESS: STREET 1: 2045 HAMILTON AVE CITY: SAN JOSE STATE: CA ZIP: 95125 10-K/A 1 FORM 10-K/A-1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A-1 [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from __________ to __________ Commission File No. 0-25502 INFORMATION STORAGE DEVICES, INC. (Exact name of registrant as specified in its charter) California 77-0197173 (State or other jurisdiction (IRS Employer incorporation or organization) Identification No.) 2045 Hamilton Avenue, San Jose, CA 95125 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (408) 369-2400 -------------- 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. [X ] The aggregate market value of voting stock held by nonaffiliates of the Registrant, was approximately $72,585,252 (based upon the closing price for shares of the Registrant's Common Stock as reported by the Nasdaq National Market on February 28, 1998). Shares of Common Stock held by each officer, director and holder of 5% or more of the outstanding Common Stock 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. On February 28, 1998, approximately 9,842,068 shares of Common Stock, no par value, were outstanding. PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a) 1. Financial Statements. The following financial statements and Report of Independent Public Accountants are included in Item 8 of this report. Balance Sheets at December 31, 1997 and 1996 Statements of Operations for the years ended December 31, 1997, 1996, and 1995 Statements of Stockholders' Equity for the years ended December 31, 1997, 1996, and 1995 Statements of Cash Flows for the years ended December 31, 1997, 1996, and 1995 Notes to Financial Statements Report of Independent Public Accountants 2. Financial Statement Schedules. The following financial statement schedule is filed as part of this Annual Report on Form 10-K.
Page (s) in Annual Report Description Form 10-K ----------- ------------- Schedule II - Valuation and Qualifying Accounts....... F-1
All other schedules are omitted because they are not applicable, or not required, or because the required information is included in the financial statements or notes thereto. 3. Exhibits - INDEX TO EXHIBITS
Exhibit Number Exhibit Title ------- ------------- 3.01 -- Registrant's Articles of Incorporation, as amended to date(1) 3.03 -- Registrant's Bylaws, as amended to date(2) 3.04 -- Certificate of Determination specifying the terms of the Series A Participating Preferred Stock of the Registrant as filed with the California Secretary of State on December 28, 1995(3) 4.01 -- Form of Specimen Certificate for Registrant's Common Stock(2) 4.02 -- Amended and Restated Registration Rights Agreement, dated as of July 8, 1991, as amended(1) 4.03 -- Rights Agreement dated December 28, 1995, between the Registrant and the First National Bank of Boston, as Rights Agent, and related documents(3) 10.01 -- Registrant's 1987 Stock Option Plan, as amended, and related documents(4)* 10.02 -- Registrant's 1994 Equity Incentive Plan, as amended, and related documents(5)* 10.03 -- Registrant's 1994 Directors Stock Option Plan and related documents(6)* 10.04 -- Registrant's 1994 Employee Stock Purchase Plan and related documents, as amended(5)* 10.05 -- Form of Indemnification Agreement entered into with each of Registrant's directors and executive officers(2)* 10.08 -- Lease Agreement between Registrant and Greylands Business Park, Phase I dated August 24, 1994, together with Addendum dated July 25, 1995(1) 10.09 -- Wafer Foundry Agreement between Registrant and Samsung Electronics Co., Ltd., dated December 26, 1992 as amended(1)** together with Amendment to Wafer Foundry Agreement Process and Storage Cell Technology License dated December 26, 1995(7) 10.21 -- Acceptance, Letter of Credit, Loan and Security Agreements between Registrant and Union Bank dated June 30, 1997 (includes related Summary Schedules) 10.22 -- Agreement for Contract Manufacturing between Registrant and Rohm Electronics, a Division of Rohm Corporation, dated as of November 27, 1995(7)** 10.23 -- Form of Employment Agreement dated January 19, 1996 between Registrant and all of the Company's executive officers and certain key employees(6)* 10.24 -- Form of Amended and Restated Employment Agreement dated May 14, 1996 between Registrant and certain of the Company's executive officers(4)* 10.25 -- Form of Amended and Restated Employment Agreement dated November 19, 1996 between Registrant and certain of the Company's executive officers(8)* 10.26 -- International Distributorship Agreement between Registrant and Marubun Corporation effective as of April 12, 1994(9) 23.01 -- Consent of Arthur Andersen LLP, Independent Public Accountants 27.01 -- Financial Data Schedule 27.02 -- Restated Financial Data Schedule for the nine months ended September 27, 1997 (10) 27.03 -- Restated Financial Data Schedule for the six months ended June 28, 1997 (10) 27.04 -- Restated Financial Data Schedule for the three months ended March 29, 1997 (10) 27.05 -- Restated Financial Data Schedule for the year ended December 31, 1996 (10) 27.06 -- Restated Financial Data Schedule for the nine months ended September 28, 1996 (10) 27.07 -- Restated Financial Data Schedule for the six months ended June 30, 1996 (10) 27.08 -- Restated Financial Data Schedule for the three months ended March 31, 1996 (10) 27.09 -- Restated Financial Data Schedule for the year ended December 31, 1995 (10)
---------- * Management contract or compensatory plan or arrangement. ** Confidential treatment has been granted for portions of this document. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission. (1) Incorporated by reference to the exhibit of the same number filed with Registrant's Form S-1 Registration Statement (File No. 33-94852). (2) Incorporated by reference to the exhibit of the same number filed with Registrant's Form S-1 Registration Statement (File No. 33-86458). (3) Incorporated by reference to the exhibit of the same number filed with Registrant's Form 8-K filed on or about January 5, 1996. (4) Incorporated by reference to the exhibit of the same number filed with Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996. (5) Incorporated by reference to the exhibit of the same number filed with Registrant's Quarterly Report on Form 10-Q for the quarter ended September 27, 1997. (6) Incorporated by reference to the exhibit of the same number filed with Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996. (7) Incorporated by reference to the exhibit of the same number filed with Registrant's Annual Report on Form 10-K for the year ended December 31, 1995. (8) Incorporated by reference to the exhibit of the same number filed with Registrant's Annual Report on Form 10-K for the year ended December 31, 1996. (9) Incorporated by reference to the exhibit of the same number filed with Registrant's Quarterly Report on Form 10-Q for the quarter ended June 28, 1997. (10) Filed herewithin. (b) Reports on Form 8-K. The Company filed no reports on Form 8-K during the fourth quarter of the fiscal year ended December 31, 1996. (c) The exhibits required by this Item are listed under Item 14 (a) 3 above. (d) The financial statement schedule required by this Item is listed under Item 14 (a) 2 above. 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. INFORMATION STORAGE DEVICES, INC. By: /S/FELIX J. ROSENGARTEN ------------------------------- Felix J. Rosengarten Vice President, Finance and Administration, Chief Financial Officer Date: May 7, 1998 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities an on the dates indicated.
Signature Title Date - --------- ----- ---- /S/ DAVID L. ANGEL Chairman of the Board, Chief Executive May 7, 1998 Officer and Director - ------------------------- (Principle Executive Officer) David L. Angel /S/ FELIX J. ROSENGARTEN Vice President, Finance and Administration, May 7, 1998 and Chief Financial Officer - ------------------------- (Principal Financial Officer and Felix J. Rosengarten Principal Accounting Officer) /S/ FREDERICK B. BAMBER Director May 7, 1998 - ------------------------- Frederick B. Bamber /S/ EUGENE J. FLATH Director May 7, 1998 - ------------------------- Eugene J. Flath /S/ ALAN V. KING Director May 7, 1998 - ------------------------- Alan V. King /S/ ERIC J. OCHILTREE Director May 7, 1998 - ------------------------- Eric J. Ochiltree /S/ FREDERICK L. ZIEBER Director May 7, 1998 - ------------------------- Frederick L. Zieber
EX-27.02 2 FDS
5 1000 9-MOS DEC-31-1997 JAN-01-1997 SEP-27-1997 29,473 17,885 9,899 0 9,250 68,862 14,202 8,207 77,638 12,399 0 0 0 79,207 (274) 77,677 33,542 33,542 21,736 21,736 0 0 (1,693) (7,009) 1 (7,010) 0 0 0 (7,010) 0.73 0.73
EX-27.03 3 FDS
5 1000 6-MOS DEC-31-1997 JAN-01-1997 JUN-28-1997 22,772 25,208 5,593 0 8,922 66,133 13,158 7,436 74,145 8,638 0 0 0 78,495 (294) 74,145 19,729 19,729 12,888 12,888 0 0 (1,141) (6,308) 1 (6,309) 0 0 0 (6,309) (0.66) (0.66)
EX-27.04 4 FDS
5 1000 3-MOS DEC-31-1997 JAN-01-1997 MAR-29-1997 23,040 29,126 3,712 0 10,634 69,731 12,579 6,633 78,109 11,352 0 0 0 78,483 (316) 78,109 8,342 8,342 5,653 5,653 0 0 (636) (5,397) 0 (5,397) 0 0 0 (5,397) (0.56) (0.56)
EX-27.05 5 FDS
5 1000 12-MOS DEC-31-1996 JAN-01-1996 DEC-31-1996 21,927 33,617 3,203 0 10,059 71,680 11,859 6,024 78,865 6,578 0 0 0 78,261 (332) 78,865 41,339 41,339 32,274 32,274 0 0 (2,414) (10,513) (1,542) (8,971) 0 0 0 (8,971) (0.92) (0.92)
EX-27.06 6 FDS
5 1000 9-MOS DEC-31-1996 JAN-01-1996 SEP-28-1996 16,683 30,051 4,336 0 13,978 67,487 11,146 5,378 82,418 9,049 0 0 0 77,502 (362) 82,418 31,671 31,671 24,800 24,800 0 0 (1,900) (7,528) 0 (7,528) 0 0 0 (7,528) (0.76) (0.76)
EX-27.07 7 FDS
5 1000 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 33,956 19,042 4,138 0 14,497 74,552 10,428 4,767 89,614 9,168 0 0 0 79,306 (1,058) 89,614 23,518 23,518 16,581 16,581 0 0 (1,334) (2,746) (961) (1,785) 0 0 0 (1,785) (0.18) (0.18)
EX-27.08 8 FDS
5 1000 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 37,608 18,637 6,940 0 10,827 77,402 9,667 4,204 95,661 15,030 0 0 0 78,695 (208) 95,661 12,335 12,335 9,427 9,427 0 0 (781) (3,041) (1,064) (1,977) 0 0 0 (1,977) (0.19) (0.19)
EX-27.09 9 FDS
5 1000 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 29,202 45,892 7,554 0 9,809 94,298 8,888 3,644 105,430 15,019 0 0 0 86,256 (116) 105,430 55,467 55,467 33,836 33,836 0 0 (1,802) 8,215 2,403 5,812 0 0 0 5,812 0.70 0.64
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