AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 12, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 6
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QUICKLOGIC CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 3674 77-0188504
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification
organization) Number)
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1277 ORLEANS DRIVE
SUNNYVALE, CALIFORNIA 94089
(408) 990-4000
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)
E. THOMAS HART
CHIEF EXECUTIVE OFFICER
QUICKLOGIC CORPORATION
1277 ORLEANS DRIVE
SUNNYVALE, CALIFORNIA 94089
(408) 990-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
COPIES TO:
LARRY W. SONSINI, ESQ. GEOFFREY P. LEONARD, ESQ.
AARON J. ALTER, ESQ. SCOTT D. ELLIOTT, ESQ.
DAVID J. SAUL, ESQ. JEFF BROWN, ESQ.
WILSON SONSINI GOODRICH & ROSATI ORRICK, HERRINGTON & SUTCLIFFE LLP
PROFESSIONAL CORPORATION 1020 MARSH ROAD
650 PAGE MILL ROAD MENLO PARK, CALIFORNIA 94025
PALO ALTO, CALIFORNIA 94304 (650) 614-7400
(650) 493-9300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. / /
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / /
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE SECURITIES, IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED OCTOBER 12, 1999
[LOGO]
6,667,000 SHARES
COMMON STOCK
QuickLogic is offering 3,333,500 shares of its common stock and the selling stockholder is selling 3,333,500 shares of QuickLogic common stock. This is our initial public offering and no public market currently exists for our shares. We have filed for approval for quotation on the Nasdaq National Market under the symbol "QUIK." We anticipate that the initial public offering price will be between $8.00 and $10.00 per share.
INVESTING IN THE COMMON STOCK INVOLVES RISKS.
SEE "RISK FACTORS" BEGINNING ON PAGE 7.
PER SHARE TOTAL
--------------- ---------------
Public Offering Price......................................................... $ $
Underwriting Discounts and Commissions........................................ $ $
Proceeds to QuickLogic........................................................ $ $
Proceeds to the Selling Stockholder........................................... $ $
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THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
QuickLogic and the selling stockholder have granted the underwriters a 30-day option to purchase up to an additional 1,000,050 shares of common stock to cover over-allotments. BancBoston Robertson Stephens Inc. expects to deliver the shares of common stock to purchasers on , 1999.
BANCBOSTON ROBERTSON STEPHENS
BEAR, STEARNS & CO. INC.
SOUNDVIEW TECHNOLOGY GROUP
THE DATE OF THIS PROSPECTUS IS , 1999.
EDGAR
ARTWORK DESCRIPTIONS
Outside gatefold
[Images of QuickLogic products]
[QuickLogic logo]
BEYOND PROGRAMMABLE LOGIC
QuickLogic's user-configurable FPGA and ESP semiconductors are used to implement logic in complex, high-performance electronic systems in data and telecommunications, video, graphics, and imaging, instrumentation and test, computing and military applications.
Our technology enables the manufacturers of these systems to get to market quickly with products that have the best possible features and performance.
[QuickLogic logo] gatefold
[Image of QuickLogic products pointing to and describing the QuickLogic product application in the following customer end-use products: Military aircraft, notebook computer, fiber optic transmission device, handheld computer, electronic projector and network server]
WITH PROGRAMMABLE SILICON ONE CHIP CAN SERVE MANY APPLICATIONS
QuickLogic's FPGA and ESP products feature a unique combination of high performance, reliability, and security along with low power consumption and short development times. As a result, a number of leading companies in a broad range of industries use QuickLogic devices in their systems, including the following:
DATA AND TELECOMMUNICATIONS
Alcatel, Ericcson, IBM, NEC, and Philips
VIDEO/AUDIO, GRAPHICS AND IMAGING
Digidesign, Eastman Kodak, Honeywell, Mitsubishi, NEC, Sony, and Texas Instruments
INSTRUMENTATION AND TEST
ABB, LTX, National Instruments, Teradyne, and Toshiba
ENTERPRISE AND PERSONAL COMPUTING
Compaq Computer, IBM, and Mitsubishi
MILITARY SYSTEMS
B.F. Goodrich, DY-4, Hamilton Standard, Hughes Aircraft, McDonnell Douglas, and Raytheon
The above products represent end applications for QuickLogic chips.
EDGAR GRAPHIC DESCRIPTION
INSIDE BACK COVER
[Image of QuickLogic ESP device, projecting to a circuitboard]
QUICKLOGIC--PROGRAMMABLE LOGIC WITH THE POWER TO REPLACE MANY DEVICES
QuickLogic's ESP devices integrate standard functions along with high performance embedded memory and programmable logic. This "system-on-a-chip" approach allows a single ESP device to replace the function of many different devices--reducing the cost and development time of a system and increasing its performance, functionality and reliability.
[QuickLogic logo]
Embedded Standard Products ... a generation ahead
W W W . Q U I C K L O G I C . C O M
EDGAR GRAPHIC DESCRIPTION
OBC
[QuickLogic LOGO]
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, SHARES OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF THE COMMON STOCK. IN THIS PROSPECTUS, REFERENCES TO "QUICKLOGIC," "WE," "OUR" AND "US" REFER TO QUICKLOGIC CORPORATION.
UNTIL , 1999 (25 DAYS AFTER THE COMMENCEMENT OF THE OFFERING), ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS AN UNDERWRITER AND WITH RESPECT TO UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
TABLE OF CONTENTS
PAGE
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Prospectus Summary......................................................................................... 4
Risk Factors............................................................................................... 7
Use of Proceeds............................................................................................ 18
Dividend Policy............................................................................................ 18
Cautionary Statement Regarding Forward-Looking Statements.................................................. 18
Capitalization............................................................................................. 19
Dilution................................................................................................... 20
Selected Consolidated Financial Data....................................................................... 21
Management's Discussion and Analysis of Financial Condition and Results of Operations...................... 22
Business................................................................................................... 31
Management................................................................................................. 44
Certain Transactions....................................................................................... 53
Principal and Selling Stockholders......................................................................... 55
Description of Capital Stock............................................................................... 58
Shares Eligible for Future Sale............................................................................ 61
Underwriting............................................................................................... 62
Legal Matters.............................................................................................. 64
Experts.................................................................................................... 64
Where You Can Find Additional Information.................................................................. 64
Index to Consolidated Financial Statements................................................................. F-1
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We have registered the trademarks QUICKLOGIC and its logo, VIALINK, PASIC, QUICKWORKS and DESKFAB. We have trademarks pending for QuickPCI and QuickRAM. QuickTOOLS, QuickPRO and WebASIC are trademarks of QuickLogic Corporation. All other trademarks or service marks appearing in this prospectus are the property of their respective companies.
PROSPECTUS SUMMARY
THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS. THIS SUMMARY DOES NOT CONTAIN ALL THE INFORMATION YOU SHOULD CONSIDER BEFORE BUYING SHARES IN THE OFFERING. YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY. EXCEPT AS OTHERWISE INDICATED, INFORMATION IN THIS PROSPECTUS ASSUMES THE CONVERSION OF EACH OUTSTANDING SHARE OF CONVERTIBLE PREFERRED STOCK INTO ONE
SHARE OF COMMON STOCK AND ASSUMES NO EXERCISE OF THE UNDERWRITERS' OVER-ALLOTMENT OPTION. INFORMATION CONTAINED IN THIS PROSPECTUS REFLECTS A ONE-FOR-SIX STOCK SPLIT EFFECTED UPON OUR REINCORPORATION IN THE STATE OF DELAWARE.
OUR COMPANY
QuickLogic develops, markets and supports advanced field programmable gate array semiconductors, or FPGAs, and associated software tools. In addition to our FPGAs, we have pioneered the development of embedded standard products, or ESPs. Our ESPs combine the flexibility and time-to-market advantages of our FPGAs with the predictability and high performance of standard semiconductor products, thereby enabling our customers to integrate increased amounts of functionality on a single semiconductor device. Our FPGA and ESP products target complex, high-performance systems in rapidly changing markets, including telecommunications and data communications; video/ audio, graphics and imaging; instrumentation and test; high-performance computing; and military systems.
Competitive pressures are forcing manufacturers of electronic systems to rapidly bring to market products with improved functionality, higher performance and greater reliability, all at lower cost. Providers of systems requiring high-speed data transmission and processing face some of the most intense time-to-market pressures in the technology industry. These market forces have driven the evolution of logic semiconductors which are used in complex electronic systems to coordinate the functions of other semiconductors. Programmable Logic Devices, or PLDs, are logic semiconductors which provide systems designers with the flexibility to implement designs after the wafer manufacturing process is completed. FPGAs are types of PLDs used for complex functions. We believe that our FPGAs offer higher performance and greater flexibility at lower overall systems cost than competing FPGA solutions. According to Cahners In-Stat Group, the projected total market size for high- complexity programmable logic devices in 1999 is approximately $2.1 billion, of which FPGAs are estimated to account for $1.1 billion. For the first six months of 1999, our FPGA sales totaled approximately $17.0 million.
We have leveraged our unique FPGA technology, which delivers the advantages offered by both FPGAs and application specific standard products in a single chip solution, a "system-on-a-chip." These ESPs link blocks of user-configurable standard functions with field programmable logic through a high-performance interface. We believe ESPs offer the following specific advantages over chip-set solutions:
- increased performance,
- decreased cost,
- increased reliability, and
- shorter development time.
We have introduced our first two ESP product lines, the QuickRAM and QuickPCI families. According to Cahners In-Stat Group, the total ESP market size in 1998 was $13.8 million, and is projected to increase to $43.9 million in 1999. For the first six months of 1999, our ESP sales totaled approximately $1.5 million.
Our objective is to be the leading provider of high-speed, flexible, cost-effective FPGAs and ESPs. We feel we can achieve this objective by offering systems manufacturers the ability to accelerate design cycles to satisfy demanding time-to-market requirements. We believe we will meet our objective by:
- continuing to invest in the development of FPGA and ESP technologies;
- capitalizing on cross-selling opportunities between our FPGA and ESP products;
- broadening our ESP product lines;
- creating innovative, industry-leading customer services; and
- targeting high-performance, rapidly changing markets.
We were incorporated in California in April 1988 and changed our name in February 1991 to QuickLogic Corporation. We reincorporated into the State of Delaware in October 1999. The address of our corporate headquarters is 1277 Orleans Drive, Sunnyvale, California 94089. Our telephone number is (408) 990-4000. Our web site is located at http://www.quicklogic.com. Information contained on our web site and web sites linked to our web site are not a part of this prospectus.
THE OFFERING
Common stock offered by
QuickLogic...................... 3,333,500 shares
Common stock offered by the
selling stockholder............. 3,333,500 shares
Common stock to be outstanding
after the offering.............. 17,642,570 shares
Use of proceeds................... For general corporate purposes and for payment of an
outstanding settlement obligation. See "Use of
Proceeds."
Proposed Nasdaq National Market
symbol.......................... QUIK
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The table set forth above is based on shares of common stock outstanding as of September 30, 1999. This table excludes:
- 2,994,261 shares issuable upon exercise of outstanding options under our 1989 stock option plan at a weighted average exercise price of $4.22 per share;
- 5,736,828 shares reserved for issuance under our stock plans; and
- 2,000,000 shares reserved for issuance under our 1999 employee stock purchase plan.
SUMMARY CONSOLIDATED FINANCIAL DATA
(In thousands, except per share data)
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
-------------------------------- --------------------
1996 1997 1998 1998 1999
--------- ---------- --------- --------- ---------
(UNAUDITED)
STATEMENT OF OPERATIONS DATA:
Revenue................................................... $ 23,758 $ 28,460 $ 30,007 $ 14,078 $ 18,425
Gross profit.............................................. 12,600 11,605 15,704 7,275 10,467
Contract termination and legal.......................... 4,125 28,309 -- -- --
Net operating income (loss)............................... (3,897) (33,920) 42 (305) 900
Net income (loss)......................................... (3,597) (33,648) 245 (189) 987
Net income (loss) per share:
Basic................................................... $ (4.66) $ (10.41) $ 0.06 $ (0.05) $ 0.23
Diluted................................................. $ (4.66) $ (10.41) $ 0.02 $ (0.05) $ 0.07
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JUNE 30, 1999
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ACTUAL AS ADJUSTED
--------- -----------
BALANCE SHEET DATA:
Cash...................................................................................... $ 8,185 $ 29,086
Working capital (deficit)................................................................. (2,742) 24,159
Total assets.............................................................................. 19,406 40,307
Long-term obligations..................................................................... 161 161
Stockholders' equity...................................................................... 302 27,203
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See note 2 of notes to financial statements for an explanation of the determination of the number of shares used in computing per share data.
"As Adjusted" amounts have been adjusted to give effect to receipt of the net proceeds from the sale of the 3,333,500 shares of common stock offered by us at an assumed price of $9.00 per share, after deducting the underwriting discount, estimated offering expenses and payment of an outstanding settlement obligation. See "Use of Proceeds" and "Capitalization."
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE PURCHASING THE COMMON STOCK. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS COULD BE MATERIALLY HARMED, AND OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS COULD BE MATERIALLY AND ADVERSELY AFFECTED. AS A RESULT, THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE, AND YOU MIGHT LOSE ALL OR PART OF YOUR INVESTMENT.
OUR FUTURE OPERATING RESULTS ARE LIKELY TO FLUCTUATE AND THEREFORE MAY FAIL TO MEET EXPECTATIONS WHICH COULD CAUSE OUR STOCK PRICE TO DECLINE
Our operating results have varied widely in the past and are likely to do so in the future. In addition, our operating results may not follow any past trends. Our future operating results will depend on many factors and may fail to meet our expectations for a number of reasons, including those set forth in these risk factors. Any failure to meet expectations could cause our stock price to significantly fluctuate or decline.
Factors that could cause our operating results to fluctuate that relate to our internal operations include:
- the need for continual, rapid new product introductions;
- changes in our product mix; and
- our inability to adjust our fixed costs in the face of any declines in sales.
Factors that could cause our operating results to fluctuate that depend upon our suppliers and customers include:
- the timing of significant product orders, order cancellations and reschedulings;
- the availability of production capacity and fluctuations in the manufacturing yields at the facilities that manufacture our devices; and
- the cost of raw materials and manufacturing services from our suppliers.
Factors that could cause our operating results to fluctuate that are industry risks include:
- intense competitive pricing pressures;
- introductions of or enhancements to our competitors' products; and
- the cyclical nature of the semiconductor industry.
Our day-to-day business decisions are made with these factors in mind. Although certain of these factors are out of our immediate control, unless we can anticipate, and be prepared with contingency plans that respond to these factors, we will be unsuccessful in carrying out our business plan.
WE CANNOT ASSURE YOU THAT WE WILL REMAIN PROFITABLE BECAUSE WE HAVE A HISTORY OF LOSSES AND HAVE ONLY RECENTLY BECOME PROFITABLE
We incurred significant losses from our inception in 1988 through 1997. Our accumulated deficit as of June 30, 1999 was $60.2 million. We had net income of $245,000 in 1998. We cannot assure you that we will be profitable in any future periods and you should not rely on the historical growth of our revenue and our recent profitability as any indication of our future operating results or prospects.
IF WE FAIL TO SUCCESSFULLY DEVELOP, INTRODUCE AND SELL NEW PRODUCTS, WE MAY BE UNABLE TO COMPETE EFFECTIVELY IN THE FUTURE
We operate in a highly competitive, quickly changing environment marked by rapid obsolescence of existing products. Our future success depends on our ability to develop, introduce and successfully market new products, including embedded standard products, or ESPs. We introduced our ESPs in September 1998. To date, we have been selling our ESPs in limited quantities, and revenue from our ESPs has been immaterial. If any of the following occur, our business will be materially harmed:
- we fail to complete and introduce new product designs in a timely manner;
- we are unable to have these new products manufactured according to design specifications;
- our customers do not successfully introduce new systems or products incorporating our products;
- our sales force and independent distributors do not create adequate demand for our products; or
- market demand for our new products, such as ESPs, does not develop as anticipated.
WE HAVE ONLY RECENTLY INTRODUCED OUR EMBEDDED STANDARD PRODUCTS; THEREFORE, WE CANNOT ACCURATELY PREDICT THEIR FUTURE LEVEL OF ACCEPTANCE BY OUR CUSTOMERS, AND WE MAY NOT BE ABLE TO GENERATE ANTICIPATED REVENUE FROM THESE PRODUCTS
We have only recently started selling embedded standard products. In the first six months of 1999, ESPs accounted for approximately 4.7% of our revenue. We do not know the extent to which systems manufacturers will purchase or utilize our ESPs. Since we anticipate that ESPs will become an increasingly larger component of our business, their failure to gain acceptance with our customers would materially harm our business. We cannot assure you that our ESPs will be commercially successful or that these products will result in significant additional revenues or improved operating margins in future periods.
IF THE MARKET IN WHICH WE SELL OUR EMBEDDED STANDARD PRODUCTS DOES NOT GROW AS WE ANTICIPATE, IT WILL MATERIALLY AND ADVERSELY AFFECT OUR ANTICIPATED REVENUE
The market for embedded standard products is relatively new and still emerging. If this market does not grow at the rate we anticipate, our business will be materially harmed. One of the reasons that this market might not grow as we anticipate is that many systems manufacturers are not yet fully aware of the benefits provided by embedded standard products, in general, or the benefits of our ESPs, specifically. Additionally, systems manufacturers may use existing technologies other than embedded standard products or yet to be introduced technologies to satisfy their needs. Although we have devoted and intend to continue to devote significant resources promoting market awareness of the benefits of embedded standard products, our efforts may be unsuccessful or insufficient.
WE EXPEND SUBSTANTIAL RESOURCES IN DEVELOPING AND SELLING OUR PRODUCTS, AND WE MAY BE UNABLE TO GENERATE SIGNIFICANT REVENUE AS A RESULT OF THESE EFFORTS
To establish market acceptance of our products, we must dedicate significant resources to research and development, production and sales and marketing. We experience a long delay between the time when we expend these resources and the time when we begin to generate revenue, if any, from these expenditures. Typically, this delay is one year or more. We record as expenses the costs related to the development of new semiconductor products and software as these expenses are incurred. As a result, our profitability from quarter to quarter and from year to year may be materially and adversely affected by the number and timing of our new product introductions in any period and the level of acceptance gained by these products.
OUR CUSTOMERS MAY CANCEL OR CHANGE THEIR PRODUCT PLANS AFTER WE HAVE EXPENDED SUBSTANTIAL TIME AND RESOURCES IN THE DESIGN OF THEIR PRODUCTS
If one of our potential customers cancels, reduces or delays product orders from us or chooses not to release equipment that incorporates our products after we have spent substantial time and resources in designing a product, our business could be materially harmed. Our customers often evaluate our products for six to twelve months or more before designing them into their systems, and they may not commence volume shipments for up to an additional six to twelve months, if at all. During this lengthy sales cycle, our potential customers may also cancel or change their product plans. Even when customers incorporate one or more of our products into their systems, they may ultimately discontinue the shipment of their systems that incorporate our products. Customers whose products achieve high volume production may choose to replace our products with lower cost customized semiconductors.
WE WILL BE UNABLE TO COMPETE EFFECTIVELY IF WE FAIL TO ANTICIPATE PRODUCT OPPORTUNITIES BASED UPON EMERGING TECHNOLOGIES AND STANDARDS AND FAIL TO DEVELOP PRODUCTS THAT INCORPORATE THESE TECHNOLOGIES AND STANDARDS
We may spend significant time and money on research and development to design and develop products around an emerging technology or industry standard. To date, we have introduced only one product family, QuickPCI, that is designed to support a specific industry standard. If an emerging technology or industry standard that we have identified fails to achieve broad market acceptance in our target markets, we may be unable to generate significant revenue from our research and development efforts. Moreover, even if we are able to develop products using adopted standards, our products may not be accepted in our target markets. As a result, our business would be materially harmed.
We have limited experience in designing and developing products that support industry standards. If systems manufacturers move away from the use of industry standards that we support with our products and adopt alternative standards, we may be unable to design and develop new products that conform to these new standards. The expertise required is unique to each industry standard, and we would have to either hire individuals with the required expertise or acquire such expertise through a licensing arrangement or by other means. The demand for individuals with the necessary expertise to develop a product relating to a particular industry standard is generally high, and we may not be able to hire such individuals. The cost to acquire such expertise through licensing or other means may be high and such arrangements may not be possible in a timely manner, if at all.
WE MAY ENCOUNTER PERIODS OF INDUSTRY-WIDE SEMICONDUCTOR OVERSUPPLY, RESULTING IN
PRICING PRESSURE AND UNDERUTILIZATION OF MANUFACTURING CAPACITY, AS WELL AS
UNDERSUPPLY, RESULTING IN A RISK THAT WE COULD BE UNABLE TO FULFILL OUR
CUSTOMERS' REQUIREMENTS
The semiconductor industry has historically been characterized by wide fluctuations in the demand for, and supply of, its products. These fluctuations have resulted in circumstances when supply and demand for the industry's products have been widely out of balance. Our operating results may be materially harmed by industry-wide semiconductor oversupply, which could result in severe pricing pressure and underutilization of our manufacturing capacity. In a market with undersupply, we would have to compete with larger foundry customers for limited manufacturing capacity. In such an environment, we may be unable to have our products manufactured in a timely manner or in quantities necessary to meet our requirements. Since we outsource all of our manufacturing, we are particularly vulnerable to such supply shortages. As a result, we may be unable to fulfill orders and may lose customers. Any future industry-wide oversupply or undersupply of semiconductors would materially harm our business.
NONE OF OUR PRODUCTS IS CURRENTLY MANUFACTURED BY MORE THAN ONE MANUFACTURER, WHICH EXPOSES US TO THE RISK OF HAVING TO IDENTIFY AND QUALIFY ONE OR MORE SUBSTITUTE SUPPLIERS
We depend upon independent third parties to manufacture, assemble and test our semiconductor products. None of our products is currently manufactured by more than one manufacturer. We have contractual arrangements with our two foundry manufacturers of semiconductors, Taiwan Semiconductor Manufacturing Company and Cypress Semiconductor Corporation, to provide us with specified manufacturing capacity. Our assembly and test work is done on a purchase order basis. If we are unable to secure adequate manufacturing capacity from TSMC or Cypress or other suppliers to meet our supply requirements, our business will be materially harmed. Processes used to manufacture our products are complex, customized to our specifications and can only be performed by a limited number of manufacturing facilities. If our current manufacturing suppliers are unable to provide us with adequate manufacturing capacity, we would have to identify and qualify one or more substitute suppliers for a substantial majority of our products. Our manufacturers may experience unanticipated events, like the September 1999 Taiwan earthquake, that could inhibit their abilities to provide us with adequate manufacturing capacity on a timely basis, or at all. Introducing new products or transferring existing products to a new third party manufacturer would require significant development time to adapt our designs to their manufacturing processes and could cause product shipment delays. In addition, the costs associated with manufacturing our products may increase if we are required to use a new third party manufacturer. If we fail to satisfy our manufacturing requirements, our business would be materially harmed.
IF WE FAIL TO ADEQUATELY FORECAST DEMAND FOR OUR PRODUCTS, WE MAY INCUR PRODUCT SHORTAGES OR EXCESS PRODUCT INVENTORY
Our agreements with third-party manufacturers require us to provide forecasts of our anticipated manufacturing orders, and place binding manufacturing orders in advance of receiving purchase orders from our customers. This may result in product shortages or excess product inventory because we are not permitted to increase or decrease our rolling forecasts under such agreements. Obtaining additional supply in the face of product shortages may be costly or not possible, especially in the short term. Our failure to adequately forecast demand for our products would materially harm our business.
FLUCTUATIONS IN OUR PRODUCT YIELDS, ESPECIALLY OUR NEW PRODUCTS, MAY INCREASE THE COSTS OF OUR MANUFACTURING PROCESS
Difficulties in the complex semiconductor manufacturing process can render a substantial percentage of semiconductor wafers nonfunctional. We have, in the past, experienced manufacturing runs that have contained substantially reduced or no functioning devices. Varying degrees of these yield reductions occur frequently in our manufacturing process. These yield reductions, which can occur without warning, may result in substantially higher manufacturing costs and inventory shortages to us. We may experience yield problems in the future which may materially harm our business. In addition, yield problems may take a significant period of time to analyze and correct. Our reliance on third party suppliers may extend the period of time required to analyze and correct these problems. As a result, if we are unable to respond rapidly to market demand, our business would suffer.
Yield reductions frequently occur in connection with the manufacture of newly introduced products. Newly introduced products, such as our QuickPCI family of ESPs, are often more complex and more difficult to produce, increasing the risk of manufacturing-related defects. While we test our products, these products may still contain errors or defects that we find only after we have commenced commercial production. Our customers may not place new orders for our products if the products have reliability problems, which would materially harm our business.
WE MAY BE UNABLE TO GROW OUR BUSINESS IF THE MARKETS IN WHICH OUR CUSTOMERS SELL THEIR PRODUCTS DO NOT GROW
Our success depends in large part on the continued growth of various markets that use our products. Any decline in the demand for our products in the following markets could materially harm our business:
- telecommunications and data communications;
- video/audio, graphics and imaging;
- instrumentation and test;
- high-performance computing; or
- military systems.
Slower growth in any of the other markets in which our products are sold may also materially harm our business. Many of these markets are characterized by rapid technological change and intense competition. As a result, systems sold by our customers that use our products may face severe price competition, become obsolete over a short time period, or fail to gain market acceptance. Any of these occurrences would materially harm our business.
IN ORDER TO REMAIN PROFITABLE, WE WILL NEED TO OFFSET THE GENERAL PATTERN OF DECLINES AND FLUCTUATIONS IN THE PRICES OF OUR PRODUCTS
The average selling prices of our products historically have declined during the products' lives by, on average, approximately 7% per year, and we expect this trend to continue. If we are unable to achieve cost reductions, increase unit demand or introduce new higher-margin products in a timely manner to offset these price declines, our business would be materially harmed.
In addition, the selling prices for our products fluctuate significantly with real and perceived changes in the balance of supply and demand for our products and comparable products. The growth in the worldwide supply of field programmable gate arrays in recent periods has added to the decrease in the average selling prices for our products. In addition, we expect our competitors to invest in new manufacturing process technologies and achieve significant manufacturing yield improvements in the future. These developments could increase the worldwide supply of field programmable gate arrays and alternate products and create additional downward pressure on pricing. If the worldwide supply of field programmable gate arrays grows faster than the demand for such products in the future, the price for which we can sell such products may decline, which would materially harm our business.
WE DEPEND UPON THIRD PARTY DISTRIBUTORS TO MARKET AND SELL OUR PRODUCTS, AND THEY MAY DISCONTINUE SALE OF OUR PRODUCTS, FAIL TO GIVE OUR PRODUCTS PRIORITY OR BE UNABLE TO SUCCESSFULLY MARKET, SELL AND SUPPORT OUR PRODUCTS
We employ independent, third-party distributors to market and sell a significant portion of our products. During the six months ended June 30, 1999, approximately 85% of our sales were made through our distributors. We rely on four principal distributors to market and sell a majority of our products, particularly in North America. Although we have contracts with our distributors, any of them may terminate their relationship with us on short notice. The loss of one or more of our principal distributors, or our inability to attract new distributors, would materially harm our business. We may lose distributors in the future and we may be unable to recruit additional or replacement distributors. As a result, our future performance will depend in part on our ability to retain our existing distributors and attract new distributors that will be able to market, sell and support our products effectively.
Many of our distributors, including our principal distributors, market and sell products for other companies, and many of these products may compete directly or indirectly with our products. We generally are not one of the principal suppliers of products to our distributors. If our distributors give higher priority or greater attention to the products of other companies, including products that compete with our products, our business would be materially harmed.
WE MAY BE UNABLE TO ACCURATELY PREDICT QUARTERLY RESULTS IF DISTRIBUTORS ARE INACCURATE OR UNTIMELY IN PROVIDING US WITH THEIR RESALE REPORTS, WHICH COULD ADVERSELY AFFECT THE TRADING PRICE OF OUR STOCK
Since we generally recognize revenue from sales to our distributors only when these distributors make sales to customers, we are highly dependent on the accuracy and timeliness of their resale reports. Inaccurate resale reports contribute to our difficulty in predicting and reporting our quarterly revenue and results of operations, particularly in the last month of the quarter. If we fail to accurately predict our revenue and results of operations on a quarterly basis, our stock price could materially fluctuate. Distributors occasionally increase their inventories of our products in anticipation of growth in the demand for our products. If this growth does not occur, distributors will decrease their orders for our products in subsequent periods, and our business would be materially harmed.
CUSTOMERS MAY CANCEL OR DEFER SIGNIFICANT PURCHASE ORDERS OR OUR DISTRIBUTORS MAY RETURN OUR PRODUCTS, WHICH WOULD CAUSE OUR INVENTORY LEVELS TO INCREASE AND OUR REVENUES TO DECLINE
We sell our products on a purchase order basis through our distributors and direct sales channels, and our distributors or customers may cancel purchase orders at any time with little or no penalty. In addition, our distributor agreements generally permit our distributors to return products to us. Contractually, our distributors are permitted to return up to 10%, by value, of the products they purchase from us every six months. In early 1998, for example, a distributor cancelled a significant purchase order as a result of a customer switching from a product we supply to a competitor's product. The distributor also returned a significant amount of inventory of the product to us, which took approximately 18 months for us to resell. If our customers cancel or defer significant purchase orders or our distributors return our products, our inventories would increase, which would materially harm our business.
MANY SYSTEMS MANUFACTURERS MAY BE UNWILLING TO SWITCH TO OUR PRODUCTS, BECAUSE OF THEIR FAMILIARITY WITH THE PRODUCTS OFFERED BY OUR DIRECT COMPETITORS SUCH AS XILINX AND ALTERA, WHICH DOMINATE THE PROGRAMMABLE LOGIC MARKET
The semiconductor industry is intensely competitive and characterized by:
- erosion of selling prices over product lives;
- rapid technological change;
- short product life cycles; and
- strong domestic and foreign competition.
If we are not able to compete successfully in this environment, our business will be materially harmed. A primary cause of this highly competitive environment is the strengths of our competitors. Our industry consists of major domestic and international semiconductor companies, many of which have substantially greater financial, technical, marketing, distribution and other resources than we do. Our current direct competitors include suppliers of complex programmable logic devices and field programmable gate arrays, such as Xilinx, Altera, Actel, Lattice Semiconductor and Lucent. Xilinx and Altera together have a majority share of the programmable logic market. Many systems manufacturers
may be unwilling or unable to switch to our products due to their familiarity with competitors' products or other inhibiting factors.
We also face competition from companies that offer application specific integrated circuits, which may be obtained at lower costs for higher volumes and typically have greater logic capacity, additional features and higher performance than those of our products. We may also face competition from suppliers of products based on new or emerging technologies, including ESPs. Our inability to successfully compete in any of the following areas could materially harm our business:
- the development of new products and manufacturing technologies;
- the quality and price of products and devices;
- the diversity of product lines; or
- the cost effectiveness of design, development, manufacturing and marketing efforts.
WE MAY BE UNABLE TO SUCCESSFULLY MANAGE OUR GROWTH IF WE FAIL TO COMPETE EFFECTIVELY WITH OTHERS TO ATTRACT AND RETAIN KEY PERSONNEL
We believe our future success will depend upon our ability to successfully manage our growth, including attracting and retaining engineers and other highly skilled personnel. Our employees are at-will and not subject to employment contracts. Hiring qualified sales and technical personnel will be difficult due to the limited number of qualified professionals. Competition for these types of employees is intense. We have in the past experienced difficulty in recruiting and retaining qualified sales and technical personnel. For example, in the past 12 months, two of our executive officers resigned to pursue other opportunities. Failure to attract and retain personnel, particularly sales and technical personnel, would materially harm our business.
As we seek to expand our operations, we may also significantly strain our management and financial systems and other resources. We cannot be certain that our systems, procedures, controls and existing space will be adequate to support our operations.
WE MAY BE UNABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, AND MAY FACE SIGNIFICANT EXPENSES AS A RESULT OF FUTURE LITIGATION
Protection of intellectual property rights is crucial to our business, since that is how we keep others from copying the innovations which are central to our existing and future products. From time to time, we receive letters alleging patent infringement or inviting us to take a license to other parties' patents. We evaluate these letters on a case-by-case basis. In September 1999, we received an offer to license a patent related to field programmable gate array architecture. It is too early for us to determine whether this license would be necessary or useful and obtainable at a reasonable price. Offers such as these may lead to litigation if we reject the opportunity to obtain the license. We have in the past and may again become involved in litigation relating to alleged infringement by us of others' patents or other intellectual property rights. This kind of litigation is expensive to all parties and consumes large amounts of management's time and attention. For example, we incurred substantial costs associated with the litigation and settlement of our dispute with Actel Corporation, which materially harmed our business. In addition, if we lose in this kind of litigation a court could require us to pay substantial damages and/or royalties, and prohibit us from using essential technologies. For these and other reasons, this kind of litigation would materially harm our business. Also, although we may seek to obtain a license under a third party's intellectual property rights in order to bring an end to certain claims or actions asserted against us, we may not be able to obtain such a license on reasonable terms or at all. See "Management's Discussion and Analysis of Financial Condition and Results of Operations--Overview."
We have entered into technology license agreements with third parties which give those parties the right to use patents and other technology developed by us, and which give us the right to use patents and other technology developed by them. We anticipate that we will continue to enter into these kinds of licensing arrangements in the future; however, it is possible that desirable licenses will not be available to us on commercially reasonable terms. If we lose existing licenses to key technology, or are unable to enter into new licenses which we deem important, it could materially harm our business, and materially and adversely affect our business.
Because it is critical to our success that we are able to prevent competitors from copying our innovations, we intend to continue to seek patent and trade secret protection for our products. The process of seeking patent protection can be long and expensive, and we cannot be certain that any currently pending or future applications will actually result in issued patents, or that, even if patents are issued, they will be of sufficient scope or strength to provide meaningful protection or any commercial advantage to us. Furthermore, others may develop technologies that are similar or superior to our technology or design around the patents we own. We also rely on trade secret protection for our technology, in part through confidentiality agreements with our employees, consultants and third parties. However, employees may breach these agreements, and we may not have adequate remedies for any breach. In any case, others may come to know about or determine our trade secrets through a variety of methods. In addition, the laws of certain territories in which we develop, manufacture or sell our products may not protect our intellectual property rights to the same extent as do the laws of the United States.
PROBLEMS ASSOCIATED WITH INTERNATIONAL BUSINESS OPERATIONS COULD AFFECT OUR ABILITY TO MANUFACTURE AND SELL OUR PRODUCTS
Most of our products are manufactured outside of the United States at manufacturing facilities operated by our suppliers in Taiwan, South Korea and the Philippines. As a result, our manufacturing operations are subject to risks of political instability, including the risk of conflict between Taiwan and the People's Republic of China and conflict between North Korea and South Korea. Moreover, the majority of available manufacturing capacity for our products is located in Taiwan and South Korea.
Sales to customers located outside the United States accounted for 25%, 43%, 47% and 50% of our total sales in 1996, 1997, 1998, and the six months ended June 30, 1999, respectively. We anticipate that sales to customers located outside the United States will continue to represent a significant portion of our total sales in future periods and the trend of foreign customers accounting for an increasing portion of our total sales may continue. In addition, most of our domestic customers sell their products outside of North America, thereby indirectly exposing us to risks associated with foreign commerce. Asian economic instability could also materially and adversely affect our business, particularly to the extent that this instability impacts the sales of products manufactured by our customers. Accordingly, our operations and revenues are subject to a number of risks associated with foreign commerce, including the following:
- managing foreign distributors;
- staffing and managing foreign branch offices;
- political and economic instability;
- foreign currency exchange fluctuations;
- changes in tax laws, tariffs and freight rates;
- timing and availability of export licenses;
- inadequate protection of intellectual property rights in some countries; and
- obtaining governmental approvals for certain products.
In the past we have denominated sales of our products in foreign countries exclusively in United States dollars. As a result, any increase in the value of the United States dollar relative to the local currency of a foreign country will increase the price of our products in that country so that our products become relatively more expensive to customers in the local currency of that foreign country. As a result, sales of our products in that foreign country may decline. To the extent any such risks materialize, our business would be materially harmed.
IF OUR OPERATIONS AND PRODUCTS DO NOT FUNCTION PROPERLY IN THE YEAR 2000, OUR
BUSINESS OPERATIONS COULD BE DISRUPTED
We are highly dependent on third party computer software programs and operating systems used in our business. We also depend on proper functioning of computer systems of third parties, such as suppliers, distributors and customers. Any computer programs that have date-sensitive software may erroneously recognize a date using "00" as the year 1900 instead of the year 2000. We have completed audits of our internal systems, including our accounting, sales and technical support automation system, and obtained assurances from our major suppliers, distributors and customers that they have done the same. However, we do not have the resources to verify these assurances. Thus, there is a risk that some of our customers', distributors' and suppliers' systems will not function adequately. If they do not, the result could be a system failure or miscalculation causing disruptions of operations, including, among other things, a temporary inability to process transactions, send invoices, or engage in similar normal business activities.
We have developed two products, QuickWorks and QuickTools, which are design software tools that support our FPGA and ESP devices. QuickWorks operates on Microsoft Windows, while QuickTools runs on UNIX platforms. We have tested these products and found them to be Year 2000 compliant. Our software products integrate software tools that have been developed and are maintained by third party vendors. We have contacted these vendors and have confirmed that such software products are Year 2000 compliant. However, any failure of Windows, UNIX or the integrated third party software tools due to Year 2000 problems, will adversely impact the performance of our software design tools, and our business could be materially harmed. See "Management's Discussion and Analysis of Financial Condition and Results of Operations--Year 2000 Readiness Disclosure."
OUR PRINCIPAL STOCKHOLDERS HAVE SIGNIFICANT VOTING POWER AND MAY TAKE ACTIONS THAT MAY NOT BE IN THE BEST INTERESTS OF OUR OTHER STOCKHOLDERS
After this offering, our officers, directors and principal stockholders will together control approximately 51.23% of our outstanding common stock. As a result, these stockholders, if they act together, will be able to control the management and affairs of QuickLogic and all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change in control and might affect the market price of our common stock. This concentration of ownership may not be in the best interest of our other stockholders.
OUR CERTIFICATE OF INCORPORATION AND BYLAWS AND DELAWARE LAW CONTAIN PROVISIONS THAT COULD DISCOURAGE A TAKEOVER
In connection with this offering, we are reincorporating in the State of Delaware. Our basic corporate documents and Delaware law contain provisions that might enable our management to resist a takeover. These provisions might discourage, delay or prevent a change in the control of QuickLogic or a change in our management. Our certificate of incorporation filed in connection with this offering provides that when we are eligible, we will have a classified board of directors, with each class of directors subject to re-election every three years. This classified board when implemented will have the effect of making it more difficult for third parties to insert their representatives on our board of
directors and gain control of QuickLogic. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors and take other corporate actions. The existence of these provisions could limit the price that investors might be willing to pay in the future for shares of the common stock. See "Description of Capital Stock."
Our certificate of incorporation also provides that our board of directors may, without further action by the stockholders, issue shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. The issuance of preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change in control of QuickLogic. We have no present plan to issue any shares of preferred stock.
A SALE OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK MAY CAUSE THE PRICE OF OUR COMMON STOCK TO DECLINE
If our stockholders sell substantial amounts of our common stock, including shares issued upon the exercise of outstanding options, in the public market following this offering, the market price of our common stock could fall. Such sales also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate. Upon completion of this offering, we will have outstanding 17,642,570 shares of common stock, based upon shares outstanding as of September 30, 1999 and assuming no exercise of outstanding options after September 30, 1999. Of these shares, the 6,667,000 shares sold in this offering will be freely tradable. The remaining shares of common stock outstanding after this offering will be available for sale in the public market as follows:
DATE OF AVAILABILITY FOR SALE NUMBER OF SHARES --------------------------------------------------------------------------- ----------------- The date of this prospectus................................................ 0 180 days after the date of this prospectus................................. 10,975,570 |
The above table assumes the effectiveness of certain lock-up arrangements with the underwriters, under which the stockholders have agreed not to sell or otherwise dispose of their shares of common stock. Most of the shares that will be available for sale after the 180th day after the date of this prospectus will be subject to certain volume restrictions because they are held by affiliates of QuickLogic. In addition, we cannot assure you that some or all of these lock-up restrictions will not be removed prior to 180 days after the offering without prior notice by the underwriters.
The holders of an aggregate of 9,053,036 shares of our common stock, assuming the conversion of our preferred stock into common stock, and Cypress, with respect to any remaining shares of common stock held by it after this offering, have certain registration rights, including the right to require us to register the sale of their shares and the right to include their shares in public offerings we undertake in the future. See "Description of Capital Stock--Registration Rights."
OUR COMMON STOCK HAS NOT BEEN PUBLICLY TRADED, AND WE EXPECT THAT THE PRICE OF OUR COMMON STOCK WILL FLUCTUATE SUBSTANTIALLY
Prior to this offering, there has been no public market for shares of our common stock. An active public trading market may not develop following completion of this offering or, if developed, may not be sustained. The price of the shares of common stock sold in this offering will be determined by negotiation between us and the underwriters. This price will not necessarily reflect the market price of the common stock following this offering. See "Underwriting" for a discussion of the factors to be
considered in determining the price. The market price for the common stock following this offering will be affected by a number of factors, including:
- the announcement of new products or product enhancements by us or our competitors;
- quarterly variations in our or our competitors' results of operations;
- changes in earnings estimates or recommendations by securities analysts;
- developments in our industry; and
- general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.
In addition, stock prices for many companies in the technology and emerging growth sectors have experienced wide fluctuations that have often been unrelated to the operating performance of such companies. Such factors and fluctuations may materially and adversely affect the market price of our common stock.
NEW INVESTORS IN OUR COMMON STOCK WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL
DILUTION FOLLOWING THE OFFERING
If you purchase shares of our common stock in this offering, you will incur immediate and substantial dilution in pro forma net tangible book value of $7.45. If the holders of outstanding options exercise those options, you will incur further dilution. See "Dilution."
OUR MANAGEMENT WILL RETAIN BROAD DISCRETION IN THE USE OF PROCEEDS FROM THIS OFFERING AND MAY FAIL TO USE SUCH FUNDS EFFECTIVELY TO ACHIEVE OUR OTHER BUSINESS GOALS
Other than the payment of approximately $6.0 million to pay an outstanding settlement obligation, we currently have no specific plans for using the proceeds of this offering. As a consequence, our management will have broad discretion to allocate a large percentage of the proceeds to uses which the stockholders may not deem desirable or to uses that fail to achieve our business goals effectively. See "Use of Proceeds."
USE OF PROCEEDS
We estimate that we will receive net proceeds of $26.9 million. This assumes our sale of 3,333,500 shares of common stock at an at an assumed offering price of $9.00 per share, after deducting underwriting discounts, commissions and estimated offering expenses. We will not receive any proceeds from the sale of the shares to be sold by the selling stockholder, including the sale of shares pursuant to the underwriters over-allotment option.
We expect to use approximately $20.9 million for general corporate purposes and $6.0 million for payment of an outstanding settlement obligation with Actel Corporation. In addition, we may use a portion of the net proceeds to acquire complementary products, technologies or businesses; however, we currently have no commitments or agreements and are not involved in any negotiations to do so. See "Principal and Selling Stockholders."
DIVIDEND POLICY
We have never declared or paid any dividends on our capital stock. We currently expect to retain future earnings, if any, for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements under "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business" and elsewhere in this prospectus constitute forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, those listed under "Risk Factors" and elsewhere in this prospectus. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "expects," "plans," "intends," "anticipates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of such terms and other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor anyone else assumes responsibility for the accuracy and completeness of such statements. We are under no duty to update any of the forward-looking statements after the date of this prospectus.
CAPITALIZATION
The following table sets forth our actual capitalization as of June 30, 1999. It also sets forth our capitalization on a pro forma basis for:
- the conversion into common stock of our preferred stock
and capitalization on a pro forma, as adjusted basis for:
- the sale of 3,333,500 shares of common stock by us at an assumed price of $9.00 per share, less underwriting discounts and commissions and estimated offering expenses.
JUNE 30, 1999
------------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
---------- ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE
AMOUNTS)
Long-term obligations................................... $ 161 $ 161 $ 161
---------- ----------- -----------
Stockholders' equity:
Preferred stock, $0.001 par value; 61,568,000 shares
authorized; 9,912,000 shares issued and outstanding,
actual; 10,000,000 shares authorized; no shares
issued and outstanding, as adjusted and pro forma as
adjusted............................................ 10 -- --
Common stock, $0.001 par value; 105,000,000 shares
authorized; 4,301,000 shares issued and outstanding,
actual; 100,000,000 shares authorized; 14,213,000
and 17,546,500 issued and outstanding, as adjusted,
and pro forma, as adjusted, respectively............ 4 14 18
Additional paid-in capital.............................. 61,730 61,730 88,627
Stockholder note receivable............................. (121) (121) (121)
Deferred compensation................................... (1,136) (1,136) (1,136)
Accumulated deficit..................................... (60,185) (60,185) (60,185)
---------- ----------- -----------
Total stockholders' equity............................ 302 302 27,203
---------- ----------- -----------
Total capitalization................................ $ 463 $ 463 $ 27,364
---------- ----------- -----------
---------- ----------- -----------
|
The table set forth above is based on shares of common stock outstanding as of June 30, 1999. This table excludes:
- 2,549,000 shares issuable upon exercise of outstanding options under our 1989 stock option plan at a weighted average exercise price of $3.55 per share; and
- 6,279,684 shares reserved for issuance under our stock plans; and
- 2,000,000 shares reserved for issuance under our 1999 employee stock purchase plan.
See "Management--Employee Benefit Plans" and "Description of Capital Stock."
DILUTION
If you invest in our common stock, your interest will be diluted to the extent of the difference between the public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock after this offering. The pro forma net tangible book value of our common stock as of June 30, 1999, was $302,000, or $0.02 per share. Pro forma net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities and divided by the total number of shares of common stock outstanding after giving effect to the conversion of all outstanding shares of preferred stock into common stock. Dilution in net tangible book value per share represents the difference between the amount per share paid by purchasers of shares of our common stock in this offering and the net tangible book value per share of our common stock immediately afterwards. After giving effect to our sale of 3,333,500 shares of common stock offered by this prospectus and after deducting the underwriting discount, estimated offering expenses payable by us and payment of an outstanding settlement obligation, our pro forma as adjusted net tangible book value as of June 30, 1999 was $27,203,000, or approximately $1.55 per share. This represents an immediate increase in net tangible book value of $1.53 per share to existing stockholders and an immediate dilution in net tangible book value of $7.45 per share to new investors.
Assumed price per share................................... $ 9.00
Pro forma net tangible book value per share
as of June 30, 1999................................... $ 0.02
Increase per share attributable to new investors........ 1.53
---------
As adjusted pro forma net tangible book value per share
after the offering...................................... 1.55
---------
Dilution per share to new investors....................... $ 7.45
---------
---------
|
The table above assumes no exercise of options after June 30, 1999. The number of shares outstanding as of June 30, 1999 excludes 2,549,000 shares of common stock issuable upon exercise of options outstanding as of June 30, 1999, having a weighted average exercise price of $3.55 per share. The exercise of outstanding options having an exercise price less than the offering price would increase the dilutive effect to new investors.
The following table sets forth, on a pro forma basis as of June 30, 1999, the differences between the number of shares of common stock purchased from us, the total consideration paid and average price per share paid by existing stockholders and by the new investors, before deducting expenses payable by us, using an assumed price of $9.00 per share.
AVERAGE
SHARES PURCHASED TOTAL CONSIDERATION PRICE
------------------------- ------------------------- PER
NUMBER PERCENT AMOUNT PERCENT SHARE
------------- ---------- ------------- ---------- -----------
Existing stockholders.................................. 14,213,000 81% $ 61,744,000 67% $ 4.34
New investors.......................................... 3,333,500 19 30,001,500 33 9.00
------------- ---------- ------------- ----------
Total................................................ 17,546,500 100% $ 91,745,500 100%
------------- ---------- ------------- ----------
------------- ---------- ------------- ----------
|
If the underwriters' over-allotment option is exercised in full, the following will occur:
- the number of shares of common stock held by existing stockholders will decrease to approximately 79% of the total number of shares of common stock outstanding; and
- the number of shares held by new investors will be increased to 3,770,635 or approximately 21% of the total number of shares of our common stock outstanding after this offering.
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data as of December 31, 1997 and 1998 and for the years ended December 31, 1996, 1997 and 1998, have been derived from our audited consolidated financial statements and notes thereto, which are included elsewhere in this prospectus. The selected consolidated financial data as of December 31, 1994, 1995 and 1996 and for the years ended December 31, 1994 and 1995 were derived from our audited consolidated financial statements, which do not appear in this prospectus. The consolidated financial data as of June 30, 1999 and for the six months ended June 30, 1998 and 1999 were derived from unaudited financial statements included elsewhere in this prospectus. We have prepared this unaudited information on the same basis as the audited consolidated financial statements and have included all adjustments, consisting only of normal recurring adjustments that we consider necessary for a fair presentation of our financial position and operating results for such periods. When you read this selected consolidated financial data, it is important that you also read the historical consolidated financial statements and related notes included in this prospectus, as well as the section of this prospectus entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations." Historical results are not necessarily indicative of future results. Operating results for the six months ended June 30, 1999 are not necessarily indicative of the results that may be expected for the full year.
YEAR ENDED DECEMBER 31,
--------------------------------------------
1994 1995 1996 1997 1998
------- ------- ------- -------- -------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
STATEMENT OF OPERATIONS DATA:
Revenue.......................................................... $ 6,024 $15,148 $23,758 $ 28,460 $30,007
Cost of revenue.................................................. 4,053 7,739 11,158 16,855 14,303
------- ------- ------- -------- -------
Gross profit..................................................... 1,971 7,409 12,600 11,605 15,704
Operating expenses:
Research and development....................................... 3,172 3,599 4,642 6,235 6,294
Selling, general and administrative............................ 4,408 5,770 7,730 10,981 9,368
Contract termination and legal(1).............................. -- 2,700 4,125 28,309 --
------- ------- ------- -------- -------
Net operating income (loss).................................. (5,609) (4,660) (3,897) (33,920) 42
Interest expense................................................. (240) (200) (60) (162) (161)
Interest income and other, net................................... 21 153 360 434 364
------- ------- ------- -------- -------
Net income (loss)................................................ $(5,828) $(4,707) $(3,597) $(33,648) $ 245
------- ------- ------- -------- -------
------- ------- ------- -------- -------
Net income (loss) per share:
Basic.......................................................... $(10.69) $ (7.59) $ (4.66) $ (10.41) $ 0.06
------- ------- ------- -------- -------
------- ------- ------- -------- -------
Diluted........................................................ $(10.69) $ (7.59) $ (4.66) $ (10.41) $ 0.02
------- ------- ------- -------- -------
------- ------- ------- -------- -------
Weighted average shares:
Basic.......................................................... 545 620 772 3,232 4,231
Diluted........................................................ 545 620 772 3,232 14,645
Pro forma income per share:
Basic.......................................................... $ 0.02
-------
-------
Diluted........................................................ $ 0.02
-------
-------
Pro forma weighted average shares:
Basic.......................................................... 14,143
Diluted........................................................ 14,645
SIX MONTHS ENDED
JUNE 30,
----------------
1998 1999
------- -------
STATEMENT OF OPERATIONS DATA:
Revenue.......................................................... $14,078 $18,425
Cost of revenue.................................................. 6,803 7,958
------- -------
Gross profit..................................................... 7,275 10,467
Operating expenses:
Research and development....................................... 2,932 3,567
Selling, general and administrative............................ 4,648 6,000
Contract termination and legal(1).............................. -- --
------- -------
Net operating income (loss).................................. (305) 900
Interest expense................................................. (86) (49)
Interest income and other, net................................... 202 136
------- -------
Net income (loss)................................................ $ (189) $ 987
------- -------
------- -------
Net income (loss) per share:
Basic.......................................................... $ (0.05) $ 0.23
------- -------
------- -------
Diluted........................................................ $ (0.05) $ 0.07
------- -------
------- -------
Weighted average shares:
Basic.......................................................... 4,200 4,286
Diluted........................................................ 4,200 15,042
Pro forma income per share:
Basic.......................................................... $ 0.07
-------
-------
Diluted........................................................ $ 0.07
-------
-------
Pro forma weighted average shares:
Basic.......................................................... 14,198
Diluted........................................................ 15,042
|
DECEMBER 31,
----------------------------------------------------- JUNE 30,
1994 1995 1996 1997 1998 1999
--------- --------- --------- --------- --------- -----------
(IN THOUSANDS)
BALANCE SHEET DATA:
Cash..................................................... $ 488 $ 3,856 $ 10,336 $ 7,331 $ 7,595 $ 8,185
Working capital (deficit)................................ (4,792) 7,068 10,650 2,395 (3,319) (2,742)
Total assets............................................. 2,531 12,199 22,577 19,951 16,168 19,406
Long-term obligations(2)................................. 509 137 602 7,724 591 161
Total stockholders' equity (deficit)..................... (4,848) 7,149 11,799 (1,756) (975) 302
|
(2) Long term obligations at December 31, 1997 include obligations under the Actel litigation settlement. At December 31, 1998 and June 30, 1999, this obligation is classified as a current liability because under the terms of the settlement, we will pay the remaining obligation out of the proceeds of this offering. See notes 4 and 12 of notes to consolidated financial statements.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSION OF OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED ELSEWHERE IN THIS PROSPECTUS. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS FOR MANY REASONS, INCLUDING THE RISKS DESCRIBED IN "RISK FACTORS" AND ELSEWHERE IN THIS PROSPECTUS.
OVERVIEW
We design and sell field programmable gate arrays, embedded standard products and associated software and programming hardware. From our inception in April 1988 through the third quarter of 1991, we were primarily engaged in product development. In 1991, we introduced our first line of field programmable gate array products, or FPGAs, based upon our ViaLink technology. FPGAs have accounted for substantially all of our product revenue to date. We currently have three FPGA product families: pASIC 1, introduced in 1991; pASIC 2, introduced in 1996; and pASIC 3, introduced in 1997. The newer product families generally contain greater logic capacity, but do not necessarily replace sales of older generation products. In fact, for the first six months of 1999, pASIC 1 revenue accounted for approximately half of our total revenue.
In September 1998, we introduced QuickRAM, our first line of embedded standard products, or ESPs. Our ESPs are based on our FPGA technology. In April 1999, we introduced QuickPCI, our second line of ESPs. Revenue for our QuickRAM and QuickPCI products together accounted for approximately 5% of sales for the first six months of 1999. We also license our QuickWorks and QuickTools design software and sell our programming hardware, which together have typically accounted for less than 5% of total revenue.
We sell our products through three channels. First, we sell the majority of our products through distributors who have contractual rights to earn a negotiated margin on the sale of our products and who have limited rights to return unsold product. We refer to these distributors as point-of-sale distributors. We defer recognition of revenue for sales to these point-of-sale distributors until after they have sold our products to systems manufacturers. Second, we sell our products through certain foreign distributors who have no contractual rights to earn a negotiated margin and who may only return defective products to us. We recognize revenue from sales to these distributors at the time of shipment. Finally, we sell our products directly to systems manufacturers and recognize revenue at the time of shipment to these systems manufacturers. The percentage of sales derived through each of these three channels in 1998 was 54%, 32% and 14%, respectively, and 61%, 24% and 15% for the first six months of 1999, respectively. We believe that this trend of an increasing percentage of our sales being made through our point-of-sale distribution channel will continue as we convert more of our foreign distributors to point-of-sale distributors.
Four of our distributors accounted for approximately 27%, 10%, 10% and 6% of sales, respectively, in 1998, and the same four distributors accounted for 28%, 9%, 9% and 8% of sales, respectively, for the six months ended June 30, 1999. No other distributor or direct customer accounted for more than 5% of sales in 1998 or the six months ended June 30, 1999. We expect that a limited number of distributors will continue to account for a significant portion of our total sales.
Our international sales were 25%, 43% and 47% of our total sales for 1996, 1997 and 1998, respectively, and 50% for the six months ended June 30, 1999. We expect that revenue derived from sales to international customers will continue to represent a significant and growing portion of our total revenue. All of our sales are denominated in U.S. dollars.
Average selling prices for our products typically decline rapidly during the first six to 12 months after their introduction, then decline less rapidly as the products mature. We attempt to maintain gross margins even as average selling prices decline through the introduction of new products with higher margins and through manufacturing efficiencies and cost reductions. However, the markets in which we operate are highly competitive, and there can be no assurance that we will be able to successfully maintain gross margins. Any significant decline in our gross margins will materially harm our business.
We outsource the wafer manufacturing, assembly and test of all of our products. We rely upon TSMC and Cypress to manufacture our products, and we rely primarily upon Amkor and ChipPAC to assemble and test our products. Under our arrangements with these manufacturers, we are obligated to provide forecasts and enter into binding obligations for anticipated purchases. This limits our ability to react to fluctuations in demand for our products, which could lead to excesses or shortages of wafers for a particular product.
We entered into an agreement with Cypress in 1992 to obtain guaranteed fabrication capacity and to secure a second source for our FPGA products. By 1997, wafer fabrication capacity was no longer scarce and we had established a customer base and reputation. In March 1997, our agreement with Cypress was terminated. In exchange for the termination and the reversion to us of the rights to the intellectual property covered by that agreement, we paid Cypress $4.5 million in cash and agreed to issue to Cypress 3,037,786 shares of our common stock, resulting in a charge of approximately $23.0 million in the first quarter of 1997.
In 1996 and 1997, we recorded an accrual for legal and settlement fees of $4.1 million and $5.3 million, respectively, associated with the settlement of patent litigation with Actel Corporation in 1998. We have made quarterly payments to Actel since the settlement date. The remainder of the settlement will be paid to Actel immediately after this offering.
RESULTS OF OPERATIONS
The following table sets forth the percentage of revenue for certain items in our statements of operations for the periods indicated:
SIX MONTHS
ENDED JUNE 30,
--------------------------
YEAR ENDED DECEMBER 31,
---------------------------------------- (UNAUDITED)
1996 1997 1998 1998 1999
------------ ------------ ------------ ------------ ------------
Revenue............................................... 100.0 % 100.0 % 100.0 % 100.0 % 100.0 %
Cost of revenue....................................... 47.0 59.2 47.7 48.3 43.2
----- ------ ----- ----- -----
Gross profit.......................................... 53.0 40.8 52.3 51.7 56.8
Operating expenses:
Research and development............................ 19.5 21.9 21.0 20.8 19.4
Selling, general and administrative................. 32.5 38.6 31.2 33.0 32.6
Contract termination and legal...................... 17.4 99.5 -- -- --
----- ------ ----- ----- -----
Net operating income (loss)........................... (16.4) (119.2) 0.1 (2.1) 4.8
Interest expense...................................... (0.3) (0.6) (0.5) (0.6) (0.3)
Interest income and other, net........................ 1.6 1.6 1.2 1.4 0.9
----- ------ ----- ----- -----
Net income (loss)..................................... (15.1)% (118.2)% 0.8 % (1.3)% 5.4 %
----- ------ ----- ----- -----
----- ------ ----- ----- -----
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SIX MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1999
REVENUE. Revenue increased 30.9% from $14.1 million for the six months ended June 30, 1998 to $18.4 million for the six months ended June 30, 1999. The increase in revenue resulted from increased
sales of our pASIC 2 and pASIC 3 products and initial sales of our QuickRAM ESPs, offset in part by declines in sales of our pASIC 1 product family. Our pASIC 2 and pASIC 3 revenues, together, increased by approximately $3.8 million. QuickRAM revenue increased by approximately $0.9 million and pASIC 1 and other revenue declined by approximately $0.4 million. We expect this trend in product mix to continue.
GROSS PROFIT. Gross profit increased 43.9% from $7.3 million for the six months ended June 30, 1998 to $10.5 million for the six months ended June 30, 1999. Gross margin improved between those periods from 51.7% to 56.8%. This increase in gross profit was primarily due to higher revenue. The gross margin improvement was primarily due to increased sales of our higher margin pASIC 2 and pASIC 3 products and higher revenue over relatively fixed production costs.
RESEARCH AND DEVELOPMENT EXPENSE. Research and development expense includes personnel and other costs associated with the development of product designs, process technology, software and programming hardware. Research and development expense increased from $2.9 million for the six months ended June 30, 1998 to $3.6 million for the six months ended June 30, 1999. As a percentage of revenue, research and development expense declined from 20.8% to 19.4% for the same periods. The increase in dollars spent on research and development was primarily due to investments in the development of our new ESP products. These efforts required the use of consultants and the hiring of additional personnel, which increased costs. We believe that continued investments in process technology and product development are essential for us to remain competitive in the markets we serve. Specifically in regard to our ESPs, we expect to continue to increase research and development spending.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling expense consists primarily of personnel, commissions and other costs associated with the marketing and sale of our products. General and administrative expense consists primarily of personnel and other costs associated with the management of our business. Selling, general and administrative expense increased from $4.6 million for the six months ended June 30, 1998 to $6.0 million for the six months ended June 30, 1999. Selling, general and administrative expense declined as a percentage of revenue from 33.0% for the first six months of 1998 to 32.6% for the first six months of 1999 due to higher revenues in the later period. The 1999 increase of approximately $1.4 million was due to increased advertising expense of approximately $1.1 million related to the introduction of our ESPs and to hiring of additional sales, marketing, finance and administrative personnel. We anticipate that selling, general and administrative expense will continue to increase in absolute dollars as we invest in our business and seek to find new customers for our products.
INTEREST AND OTHER INCOME, NET. Interest income, interest expense and other income, net was $116,000 in the six months ended June 30, 1998 compared to $87,000 for the six months ended June 30, 1999. A gain on the disposal of fixed assets of $5,000 was recorded in 1998.
DEFERRED COMPENSATION. We grant incentive stock options to hire, motivate and retain employees. With respect to the grant of stock options to employees, we recorded aggregate deferred compensation of approximately $332,000 for the six months ended June 30, 1999. We currently expect to record amortization of deferred compensation of approximately $485,000, $499,000 and $337,000 during the years ended December 31, 1999, 2000 and 2001, respectively. The amount of deferred compensation is presented as a reduction of stockholders' equity and amortized ratably over the vesting period of the applicable options, generally four years.
PROVISION FOR INCOME TAXES. No provision for income taxes was recorded for the six-month period ended June 30, 1998, as we incurred an operating loss during that period. No provision for income taxes was recorded for the six-month period ended June 30, 1999, due to our ability to utilize a portion of our state and federal net operating loss carryforwards.
YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998
REVENUE. Our revenue for 1996, 1997 and 1998 was $23.8 million, $28.5 million and $30.0 million, respectively, representing growth of 19.8% from 1996 to 1997 and 5.4% from 1997 to 1998. The majority of the 1997 increase in revenue was due to growth in sales of our pASIC 2 products, the second generation of our FPGAs. Our pASIC 2 revenue increased in 1997 by approximately $4.9 million, partially offset by a decrease in pASIC 1 and other revenue of approximately $0.2 million. The 1998 revenue growth reflected increasing sales of our pASIC 2 products as well as the initial shipments of our pASIC 3 products. The increase in 1998 was partially offset by declines in sales of our mature pASIC 1 products. In 1998, our pASIC 2 and pASIC 3 revenues together increased by approximately $3.8 million, while our pASIC 1 and other revenue declined by approximately $1.7 million and $0.6 million, respectively. In aggregate, unit sales increased in both 1997 and 1998 and were only partially offset by declining average selling prices of our pASIC 1 and pASIC 2 products.
GROSS PROFIT. Gross profit was $12.6 million, $11.6 million and $15.7 million in 1996, 1997 and 1998, respectively, which was 53.0%, 40.8% and 52.3% of revenue for those periods. The decline in 1997 was primarily attributable to inventory write-downs for obsolescence of approximately $3.6 million, associated with higher than desired inventory levels due to inventory acquired from Cypress as part of the termination of our agreement with Cypress in 1997. The increase in gross profit in 1998 was attributable to the growth in sales, the introduction of higher-margin pASIC 3 products, the absence of any inventory write-downs, and the maintenance of margin levels on our pASIC 1 and pASIC 2 products.
RESEARCH AND DEVELOPMENT EXPENSE. Research and development expense was $4.6 million, $6.2 million, and $6.3 million in 1996, 1997 and 1998, respectively, which was 19.5%, 21.9% and 21.0% of revenue for those periods. The increases in research and development spending in 1997 and 1998 were primarily due to increases in the number of employees involved in research and development as we accelerated the introduction of new products, particularly the pASIC 3 family of products and our first ESPs.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and administrative expense was $7.7 million, $11.0 million and $9.4 million in 1996, 1997 and 1998, respectively, which was 32.5%, 38.6% and 31.2% of revenue for those periods. The increase in selling, general and administrative expense in 1997 was primarily attributable to increases in personnel and sales and marketing efforts in support of existing and new products. The decreases in selling, general and administrative expenses in 1998 were attributable to reduced personnel costs due to temporary vacancies in senior management positions.
CONTRACT TERMINATION AND LEGAL EXPENSE. We recorded an expense of $23.0 million in the first quarter of 1997 as a result of the termination of our 1992 agreement with Cypress. Legal and settlement costs associated with the Actel litigation were $4.1 million and $5.3 million in 1996 and 1997, respectively. No additional charges were recorded upon settlement of this litigation in 1998.
DEFERRED COMPENSATION. With respect to the grant of stock options to employees, we recorded aggregate deferred compensation of $851,000, $1.9 million and $204,000 in 1996, 1997 and 1998, respectively. The amount of deferred compensation is presented as a reduction of stockholders' equity and amortized ratably over the vesting period of the applicable options, generally four years. We amortized $43,000, $625,000 and $426,000 in 1996, 1997 and 1998, respectively. The amortization of deferred compensation will be recorded as research and development and selling, general and administrative expenses in those periods.
INTEREST AND OTHER INCOME, NET. Interest and other income, net was $300,000, $272,000 and $203,000 in 1996, 1997 and 1998, respectively. Interest and other income decreased in 1997 and 1998 as
interest income on increased cash balances was offset by interest expense incurred as a result of new equipment financing arrangements.
PROVISION FOR INCOME TAXES. No provision for income taxes was recorded in the years ended December 31, 1996 and 1997, as we incurred net operating losses in those years. No provision for income taxes was recorded for the year ended December 31, 1998, as we were able to utilize a portion of our state and federal net operating loss carryforwards. At December 31, 1998, we had net operating loss carryforwards for federal and state tax purposes of approximately $44.0 million and $21.0 million, respectively. These carryforwards, if not utilized to offset future taxable income and income taxes payable, will begin to expire in 1999 and will continue to expire through 2013.
QUARTERLY RESULTS OF OPERATIONS
The following tables contain unaudited statement of operations data for our six most recent quarters. The first table contains revenue and expense data expressed in dollars, while the second table contains the same data expressed as a percentage of our revenue for the periods indicated. The data has been derived from unaudited financial statements that, in our opinion, include all adjustments necessary for a fair presentation of the information. Our quarterly results have been in the past, and in the future may be, subject to fluctuations. As a result, we believe that results of operations for the interim periods are not necessarily indicative of results for any future period.
QUARTER ENDED
------------------------------------------
MAR. 31, JUNE 30, SEPT. 30, DEC. 31,
1998 1998 1998 1998
-------- -------- --------- --------
(IN THOUSANDS)
STATEMENT OF OPERATIONS
Revenue........................................... $7,751 $6,327 $7,883 $8,046
Cost of revenue................................... 3,638 3,165 3,825 3,675
-------- -------- --------- --------
Gross profit...................................... 4,113 3,162 4,058 4,371
Operating expenses:
Research and development........................ 1,394 1,538 1,586 1,776
Selling, general and administrative............. 2,391 2,257 2,302 2,418
-------- -------- --------- --------
Net operating income (loss)....................... 328 (633) 170 177
Interest expense.................................. (44) (42) (46) (29)
Interest income and other, net.................... 134 68 83 79
-------- -------- --------- --------
Net income (loss)................................. $ 418 $ (607) $ 207 $ 227
-------- -------- --------- --------
-------- -------- --------- --------
AS A PERCENTAGE OF REVENUE
Revenue........................................... 100.0% 100.0% 100.0% 100.0%
Cost of revenue................................... 46.9 50.0 48.5 45.7
-------- -------- --------- --------
Gross profit...................................... 53.1 50.0 51.5 54.3
Operating expenses:
Research and development........................ 18.0 24.3 20.1 22.1
Selling, general and administrative............. 30.8 35.7 29.2 30.0
-------- -------- --------- --------
Net operating income (loss)....................... 4.3 (10.0) 2.2 2.2
Interest expense.................................. (0.6) (0.7) (0.6) (0.4)
Interest income and other, net.................... 1.7 1.1 1.0 1.0
-------- -------- --------- --------
Net income (loss)................................. 5.4% (9.6%) 2.6% 2.8%
-------- -------- --------- --------
-------- -------- --------- --------
QUARTER ENDED
--------------------
MARCH 31, JUNE 30,
1999 1999
--------- --------
STATEMENT OF OPERATIONS
Revenue........................................... $8,597 $9,828
Cost of revenue................................... 3,722 4,236
--------- --------
Gross profit...................................... 4,875 5,592
Operating expenses:
Research and development........................ 1,780 1,787
Selling, general and administrative............. 2,856 3,144
--------- --------
Net operating income (loss)....................... 239 661
Interest expense.................................. (26) (23)
Interest income and other, net.................... 69 67
--------- --------
Net income (loss)................................. $ 282 $ 705
--------- --------
--------- --------
AS A PERCENTAGE OF REVENUE
Revenue........................................... 100.0% 100.0%
Cost of revenue................................... 43.3 43.1
--------- --------
Gross profit...................................... 56.7 56.9
Operating expenses:
Research and development........................ 20.7 18.2
Selling, general and administrative............. 33.2 32.0
--------- --------
Net operating income (loss)....................... 2.8 6.7
Interest expense.................................. (0.3) (0.2)
Interest income and other, net.................... 0.8 0.7
--------- --------
Net income (loss)................................. 3.3% 7.2%
--------- --------
--------- --------
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Over the six quarters presented, our quarterly revenue grew from $7.8 million to $9.8 million. Revenues have fluctuated over this time, and were negatively affected in the quarter ended June 30, 1998, when sales declined 18.4% primarily as a result of the Asian financial crisis which had a dramatic effect on the global semiconductor industry. Revenue growth commencing in the quarter ended September 30, 1998 has been a result of renewed strength in our core FPGA business, and the
introduction of our pASIC 3 product family. Beginning in the quarter ended March 31, 1999, revenue included sales from our QuickRAM product family, the first of our ESPs.
Gross profit declined in the quarter ended June 30, 1998, along with revenue, for the reasons described above. Gross profit began to improve during the third quarter of 1998 as revenue increased. Gross margins increased from 54.3% in the quarter ended December 31, 1998 to 56.9% in the quarter ended June 30, 1999. This recent improvement was caused by favorable product mix shifts as newer, higher margin pASIC 2, pASIC 3 and QuickRAM products comprised a higher percentage of our overall revenue.
Over the last six quarters, research and development expenses increased from $1.4 million to $1.8 million. To serve the evolving needs of systems manufacturers in our target markets, we have spent aggressively to develop new products and technologies. Our research and development expenses over this period have averaged 20.6% of revenues. Selling, general and administrative expenses over this period have fluctuated between $2.3 million and $3.1 million.
We have accumulated substantial net operating loss carryforwards. As a result, we have not paid income taxes. Although we have been increasingly profitable over the past four quarters, we expect to have minimal tax obligations over the next several quarters due to application of net operating loss carryforwards.
LIQUIDITY AND CAPITAL RESOURCES
We financed our operating losses in 1996 and 1997 through the issuance of common stock, the sales of preferred stock, the deferral of litigation settlement obligations and the incurrence of debt to finance capital equipment purchases. We have been profitable since the third quarter of 1998. At June 30, 1999, we had $8.2 million in cash, a decrease of $2.2 million from cash held at December 31, 1996, but an increase of $590,000 from cash held at December 31, 1998. As of June 30, 1999, we had an accumulated deficit of $60.2 million.
During 1996 and 1997, working capital increased due to growth in accounts receivable and inventories. During 1998 and the first six months of 1999, inventory balances have been substantially reduced.
We have an equipment financing line with a commercial bank. At June 30, 1999, we had obligations of $806,000 outstanding under this equipment line and a remaining available balance of $137,000, which can be drawn upon through the fourth quarter of 1999. The outstanding obligations under the equipment line are due over the next one to three years. The interest rate on these borrowings is at the bank's prime interest rate plus 0.5%.
Net cash provided by (used for) operating activities was $(4.6) million, $(1.4) million, $2.3 million and $2.3 million in 1996, 1997, 1998 and the first six months of 1999, respectively. The decreases in cash in 1996 and 1997 were primarily attributable to increases in working capital, particularly accounts receivable and inventory. Inventory reductions were the primary source of cash in 1998. Net income and an increase in accounts payable were the primary sources of cash in the first six months of 1999. Our operating cash flow activities are affected by changes in our accounts receivable and related allowances. At December 31, 1997 and 1998 and June 30, 1999, we had allowances for doubtful accounts totaling $226,000, $245,000, and $245,000, respectively. We have not had any material collection issues to date. At December 31, 1997 and 1998 and June 30, 1999, we had sales returns and allowance reserves totaling $2,402,000, $3,027,000, and $2,095,000, respectively, offsetting accounts receivable balances for contractual obligations for potential product returns and discounts. The increase in sales returns and allowances at December 31, 1998 was due to timing of credits earned in 1998 and not taken by distributors until 1999.
Net cash provided by (used for) investing activities was $2.5 million, $(2.6) million, $(679,000), and $(1.0) million in 1996, 1997, 1998 and the first six months of 1999, respectively. In 1995, we invested $4.0 million in short-term investments which were sold in 1996. We acquired $1.5 million, $2.6 million, $679,000 and $1.0 million of property and equipment in 1996, 1997, 1998 and the first six months of 1999, respectively. The increases in property and equipment in 1996 and 1997 were comprised primarily of furniture, leasehold improvements and computer and networking equipment as a result of our move to our new facility in December 1996. The majority of these acquisitions were financed under our equipment financing line. We intend to purchase approximately $800,000 of additional capital assets during the remainder of 1999.
Net cash provided by (used for) financing activities was $8.5 million, $1.1 million, $(1.4) million and $(664,000) in 1996, 1997, 1998 and the first six months of 1999, respectively, and resulted primarily from the issuance of $8.9 million of preferred stock in 1996 and 1997, borrowings under equipment debt facilities of $2.0 million in 1996 and 1997 and repayment of bank debt of $124,000, $1.5 million, $1.5 million and $832,000 in 1996, 1997, 1998 and the first six months of 1999, respectively.
Our relationship with TSMC requires that we provide a forecast of the minimum level of our wafer requirements for the following year. This creates a minimum wafer purchase commitment to TSMC for such year. For 1999, our committed purchases from TSMC are $2.8 million. None of our other agreements with manufacturing subcontractors has similar minimum purchase commitments.
We require substantial working capital to fund our business, particularly to finance inventories and accounts receivable. Our future capital requirements will depend on many factors, including the rate of sales growth, market acceptance of our existing and new products, the amount and timing of research and development expenditures, the timing of the introduction of new products and expansion of sales and marketing efforts. There can be no assurance that additional equity or debt financing, if required, will be available on satisfactory terms. We believe the net proceeds of this offering combined with existing capital resources and cash generated from operations will be sufficient to meet our needs for the next 12 months, although we could seek to raise additional capital during that period. After the next 12 months, our capital and operating requirements will depend on many factors, including the levels at which we maintain inventory and accounts receivable, costs of securing access to adequate manufacturing capacity and increases in our operating expenses.
INFLATION
The impact of inflation on our business has not been material for the fiscal years ended December 31, 1996, 1997 and 1998 or for the six month period ended June 30, 1999.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement on Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133 establishes a new model for accounting for derivatives and hedging activities and supersedes and amends a number of existing accounting standards. SFAS No. 133 requires that all derivatives be recognized in the balance sheet at their fair market value, and the corresponding derivative gains or losses be either reported in the statement of operations or as a deferred item depending on the type of hedge relationship that exists with respect to such derivative. SFAS No. 133, as amended by SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities--Deferral of Effective Date of FASB Statement No. 133," is effective for all fiscal quarters and years beginning after June 15, 2000. We do not currently have, or plan to enter into, forward exchange contracts to hedge exposures denominated in foreign currencies or any other derivative financial instruments for trading or speculative purposes.
In March 1998, the American Institute of Certified Public Accountants issued Statement of Position, or SOP, No. 98-1, "Software for Internal Use," which provides guidance on accounting for the cost of computer software developed or obtained for internal use. SOP No. 98-1 is effective for financial statements for fiscal years beginning after December 15, 1998. We do not expect that the adoption of SOP No. 98-1 will have material impact on our consolidated financial statements.
YEAR 2000 READINESS DISCLOSURE
STATE OF READINESS. We utilize a number of computer software programs and operating systems across our entire organization, including applications used in financial business systems and various administrative functions. We have a team of eight employees representing each of our major departments, led by our manager of information systems, to identify and correct non-compliant systems. To the extent that any of our software applications had source code unable to appropriately interpret the upcoming Year 2000 and beyond, we have completed modification or replacement of such applications. We have certain computer hardware that we are in the process of replacing in connection with our Year 2000 readiness program and expect to have completed such efforts by September 30, 1999.
We are highly dependent on semiconductor foundry companies to produce our FPGA and ESP products. We have contacted these suppliers and have received assurances that Year 2000 issues will not affect their ability to deliver product. We are also dependent upon third party software for the functioning of our software design tools, QuickWorks and QuickTools, that support our FPGA and ESP products. QuickWorks operates on Microsoft Windows while QuickTools runs on UNIX platforms. Our software products integrate software tools that have been developed and are maintained by third party vendors. We have contacted these vendors and have confirmed that such software products are Year 2000 compliant. We have also tested these products and found them to be Year 2000 compliant. However, any failure of Windows, UNIX or the integrated third party software tools due to Year 2000 problems, will adversely impact the performance of our software design tools, and our business could be materially harmed.
COSTS OF ADDRESSING YEAR 2000 ISSUES. Given the information known at this time about our non-compliant systems, coupled with our ongoing process of monitoring our third party suppliers and vendors for Year 2000 compliance, as well as implementing contingency plans, we do not expect Year 2000 compliance costs to have any material adverse impact on our business. We estimate that total costs for the Year 2000 compliance assessment and remediation will not exceed $400,000. The costs of this assessment and remediation will be paid out of general and administrative expenses. Through June 30, 1999, we have incurred expenses of approximately $300,000 in addressing the year 2000 problem. We expect to incur expenses of approximately $100,000 more for remediation, testing and contingency planning.
RISKS OF YEAR 2000 ISSUES. In light of our assessment and remediation efforts to date, and the planned upgrades, testing and contingency planning, we believe that our Year 2000 risk is limited to non-critical business applications and support hardware. No assurance can be given, however, that:
- our systems will be Year 2000 compliant;
- the manufacturers who supply semiconductors for us will be Year 2000 compliant with their internal systems; or
- other major suppliers, vendors, distributors and customers, upon whom our business is materially dependant, will be Year 2000 compliant.
If our internal operations or those of our suppliers, vendors, distributors or customers are adversely impacted because they are not Year 2000 compliant, our business could be materially harmed.
CONTINGENCY PLANS. In the event any Year 2000 issues relating to key suppliers, vendors, distributors or customers are identified and not successfully resolved, based on information available to us at present, we believe that the most likely worst case scenario is a temporary disruption in infrastructure service, particularly power and telecommunications, which could materially and adversely impact supplier deliveries or customer shipments. If severe disruptions occur in these areas and are not corrected in a timely manner, a revenue or profit shortfall may result in the Year 2000. Our contingency plans for our operations to address the most reasonably likely worst case scenarios regarding Year 2000 compliance include our increase in inventories and our ability to use assembly and test facilities in four different countries.
BUSINESS
INTRODUCTION
QuickLogic develops, markets and supports advanced field programmable gate array, or FPGA, semiconductors and the software tools needed for our customers to use our products. In addition to our FPGA semiconductors, we have pioneered the development of embedded standard products, or ESPs. Our ESPs combine the flexibility and time-to-market advantages of our FPGAs with the predictable, high performance of standard semiconductor products, thereby enabling our customers to integrate increased amounts of functionality on a single semiconductor device. Our FPGA and ESP products target complex, high-performance systems in rapidly changing markets where system manufacturers seek to minimize time-to-market and maximize product differentiation and functionality. Examples of markets we sell to include telecommunications and data communications; video/audio, graphics and imaging; instrumentation and test; high-performance computing; and military systems.
The key components of our FPGA and ESP product families are our ViaLink programmable metal technology, our pASIC architecture and the associated software tools used for product design. Our ViaLink technology allows us to create smaller devices than competitors' comparable products, thereby minimizing silicon area and cost. In addition, our ViaLink technology has lower electrical resistance and capacitance than other programmable technologies and, consequently, supports higher signal speed. Our FPGA and ESP architectures provide full routability and utilization of a device's logic cells, thereby enabling greater usable device density and design flexibility. Finally, our software enables our customers to efficiently implement their designs using our products.
INDUSTRY BACKGROUND
Competitive pressures are forcing manufacturers of electronic systems to rapidly bring to market products with improved functionality, higher performance and greater reliability, all at lower cost. Providers of systems requiring high-speed data transmission and processing such as communications equipment, digital image products, test and instrumentation and storage subsystems face some of the most intense time-to-market pressures in the technology industry. These market forces have driven the evolution of logic semiconductors, which are used in complex electronic systems to coordinate the functions of other semiconductors, such as microprocessors or memory. There are three types of advanced logic semiconductors:
- Application Specific Integrated Circuits, or ASICs, are special purpose devices designed for a particular manufacturer's electronic system. These devices are customized during wafer manufacturing.
- Application Specific Standard Products, or ASSPs, are fixed-function devices designed to comply with industry standards that can be used by a variety of electronic systems manufacturers. Their functions are fixed prior to wafer manufacturing.
- Programmable Logic Devices, or PLDs, are general purpose devices which can be used by a variety of electronic systems manufacturers, and are customized after purchase for a specific application. Field Programmable Gate Arrays, or FPGAs, are types of PLDs used for complex functions.
Systems manufacturers have relied heavily on ASICs to implement the advanced logic required for their products. ASICs provide high performance due to customized circuit design. However, because ASICs are design-specific devices, they require long development and manufacturing cycles, delaying product introductions. In addition, because of the expense associated with the design of ASICs, they are cost effective only if they can be manufactured in high volumes. Finally, once ASICs are manufactured, their functionality cannot be changed to respond to evolving market demands.
ASSPs have become widely utilized as industry standards have developed to address increasing system complexity and the need for communication between systems and system components. These standards include:
- Peripheral Component Interconnect, or PCI, a standard developed to provide a high performance, reliable and cost-effective method of connecting high-speed devices within a system.
- SONET, or Synchronous Optical NETwork, a fiber-optic transmission standard for high-speed digital traffic, employed mainly by telephone companies and other network service providers.
- Ethernet, a widely-used local area network, or LAN, transport standard which controls the interconnection between servers and computers.
- Fibre Channel Interconnect Protocol, an industry networking standard for storage area networks, or SANs, which controls the interconnection between servers and storage devices.
Compared to ASICs, ASSPs offer the systems designer shorter development time, lower risk and reduced development cost. However, ASSPs generally cannot be used by systems manufacturers to differentiate their products.
To address markets where industry standards do not exist or are changing and time-to-market is important, FPGAs are often used. FPGAs provide systems manufacturers with the flexibility to customize and thereby differentiate their systems, unlike ASSPs. FPGAs also enable systems manufacturers to change the logic functionality of their systems after product introduction without the expense and time of redesigning an ASIC. However, most FPGAs are more expensive than ASSPs and even ASICs of equivalent functionality because they require more silicon area. In addition, most FPGAs offer lower performance than nonprogrammable solutions, such as ASSPs and ASICs. According to Cahners In-Stat Group, the projected total market size for high-complexity programmable logic devices in 1999 is approximately $2.10 billion, of which FPGAs are estimated to account for $1.12 billion.
QUICKLOGIC'S FPGA SOLUTION
QuickLogic's FPGAs offer higher performance at lower overall systems cost than competing FPGA solutions, in addition to offering the advantages typically associated with FPGAs. Specifically, our products provide greater design flexibility than standard FPGAs and enable designers of complex systems to achieve rapid time-to-market with highly differentiated products. Our products are based on our ViaLink technology and pASIC architectures, and our associated QuickWorks and QuickTools design software:
- VIALINK PROGRAMMABLE METAL TECHNOLOGY. Unlike conventional SRAM-based FPGAs, our ViaLink programmable metal technology embeds logic interconnects between the metal layers of a chip, instead of on the silicon substrate. As a result, we are able to provide a programmable switch at every intersection in the wire grid, as illustrated in the graph below. This vertical interconnect structure is more efficient and flexible than that of conventional FPGAs, minimizing silicon area and therefore cost. The ViaLink technology also features lower resistance and capacitance than competing interconnect technologies, thereby optimizing the device's performance.
[GRAPHIC DEPICTING A CONVENTIONAL SRAM-BASED
FPGA ARCHITECTURE AND QUICKLOGIC'S PASIC ARCHITECTURE]
- PASIC ARCHITECTURE. FPGA device architectures consist of logic cells, routing wires and interconnect elements. Unlike conventional SRAM-based FPGA architectures, our pASIC architectures facilitate full utilization of a device's logic cells and Input/Output pins. These logic cells have been optimized to efficiently implement a wide range of logic functions at high speed. Our pASIC architectures use our ViaLink technology to maximize interconnects at every routing wire intersection. The abundance of interconnect resources allows more paths between logic cells. As a consequence, system designers are able to use QuickLogic FPGAs with smaller gate counts than competing FPGAs to implement their designs. These smaller gate count FPGAs require less silicon area and as a result are able to be offered at a lower price.
- QUICKWORKS AND QUICKTOOLS DESIGN SOFTWARE. Our design software for Windows and Unix operating systems provides systems manufacturers with the ability to easily customize QuickLogic FPGAs for their specific needs. These design tools feature 100% fully automatic place and route capabilities, which speed design development by permitting very complex designs to be implemented quickly. Once a design has been completed, systems manufacturers can use the DeskFab device programmer to transfer their design to an FGPA in minutes. Alternatively, systems manufacturers can use our unique WebASIC program to transmit their design to QuickLogic in order to receive a programmed device for evaluation within two business days.
THE ADVENT OF SYSTEM-ON-A-CHIP
Over the past few years, semiconductor manufacturers have migrated to smaller process geometries. These smaller process geometries enable more logic elements to be incorporated in a single chip using less silicon area. More recently, advances have been made in the integration of logic and memory on a single chip, which had been difficult previously due to incompatible process technologies. Advantages of the single chip approach to systems manufacturers include:
- simplified system development,
- reduced time-to-market,
- elimination of delays associated with the transfer of data between chips,
- smaller physical size,
- lower power dissipation,
- greater reliability and
- lower cost.
However, as levels of logic integration have increased, devices have become more specific to a particular application. This fact limits their use and potential market size.
QUICKLOGIC'S ESP SOLUTION
QuickLogic has leveraged its unique FPGA technology to address the limitations inherent in current system-on-a-chip approaches. The result is embedded standard products, or ESPs, that deliver the advantages offered by both FPGAs and ASSPs. In its simplest form, an ESP contains four basic parts: a programmable logic array, an embedded standard function, an optional programmable read-only memory to configure the embedded function, and an interface that allows communication between the standard function and programmable logic array. Our ESP products combine the system-level functionality of ASSPs with the flexibility of FPGAs. We believe ESPs offer the following specific advantages:
- INCREASED PERFORMANCE. In a typical design, data must travel between an ASSP and an FPGA across a printed circuit board. The limited number of connections available and the distance between the devices can degrade the system's overall performance. Our ESP solution allows all data to be processed on a single chip.
- DECREASED COST. Because our ESP is a single chip solution, it requires less silicon area, and therefore is less expensive to produce. Additionally, this single chip approach lowers the component, assembly and test cost for the system manufacturer.
- INCREASED RELIABILITY. ESP designs are more reliable because single chip solutions contain fewer components and circuit board connections that are subject to failure.
- SHORTER DEVELOPMENT TIME. With a multiple chip design, systems designers must solve complex routing and timing issues between devices. A single chip ESP solution eliminates the timing issues between devices and simplifies software simulation, leading to shorter development time.
We have introduced our first two ESP product lines, the QuickRAM and QuickPCI families. Both families are designed for a wide range of performance-driven applications. For example, QuickRAM products, which combine blocks of embedded, high-performance memory with our FPGA logic, are used by Alcatel in its Lightwave telecommunication transmission systems. QuickPCI products combine PCI controllers with our FPGA logic. We completed development of our first QuickPCI product in April 1999, and have shipped development quantities to several customers.
According to Cahners In-Stat Group, the total ESP market size in 1998 was $13.8 million, and is projected to increase to $43.9 million in 1999.
THE QUICKLOGIC STRATEGY
Our objective is to be the leading provider of high-speed, flexible, cost-effective FPGAs and ESPs. We feel we can achieve this objective by offering systems manufacturers the ability to accelerate design cycles to satisfy demanding time-to-market requirements. To achieve our objective, we have adopted the following strategies:
EXTEND TECHNOLOGY LEADERSHIP
Our ViaLink technology, pASIC architectures and proprietary software design tools enable us to offer flexible, high-performance FPGA and ESP products. We intend to continue to invest in the development of these technologies and to utilize such developments in future innovations of both our FPGA and our ESP products. We also intend to focus our resources on building critical systems-level expertise to introduce new ESP products and enhance existing ESP product families.
CAPITALIZE ON CROSS-SELLING OPPORTUNITIES BETWEEN OUR FPGA AND ESP PRODUCTS
Because our development tools share many of the same features for both FPGAs and ESPs, once a manufacturer designs a system with either product, we believe the manufacturer will recognize the advantages of our other products. Accordingly, we intend to leverage our FPGA and ESP design wins to pursue additional design wins on complementary products with the same customer.
BROADEN ESP PRODUCT LINES
In addition to our QuickRAM and QuickPCI families, we intend to focus on the needs of large, high-growth, performance-driven market segments. Our product design approach consists of continuous solicitation of feedback from existing and prospective customers.
CREATE INNOVATIVE, INDUSTRY-LEADING CUSTOMER SERVICES
We continue to develop and implement innovative ways to serve and communicate with our customers. For example, we recently introduced our WebASIC service. This service allows our customers to use our development software to design a circuit, transmit design information over the Internet and receive a QuickLogic FPGA or ESP device programmed with their design within one business day in North America and Europe or within two business days in Asia. We are in the process of deploying ProChannel, a web-based system which will allow our customers to obtain promotional material, receive quotations, place orders for our products and view their order status over the Internet. This system will complement the Electronic Data Interchange systems that we have used for the past several years with our largest customers.
TARGET HIGH-PERFORMANCE, RAPIDLY CHANGING MARKETS
We will continue to focus our design and marketing efforts on systems manufacturers who sell complex systems that require high performance, design flexibility, low cost and rapid time-to-market. Such applications include telecommunications and data communications; video/audio, graphics and imaging systems; instrumentation and test; high-performance computing; and military systems.
MARKETS AND APPLICATIONS
Our FPGA and ESP products are targeted at high growth markets that have demanding performance, design flexibility, cost and time-to-market requirements. Examples of the markets and applications in which our products are used include:
TELECOMMUNICATIONS AND DATA COMMUNICATIONS
Telecommunications and data communications companies require logic devices with high performance, low power consumption and design flexibility. QuickLogic's single-chip QuickRAM devices meet this need by providing comprehensive solutions that eliminate the need for multiple chip solutions. Alcatel uses our QuickRAM products in their fiber optic Lightwave transmission equipment.
VIDEO/AUDIO, GRAPHICS AND IMAGING
Honeywell uses our QuickRAM and FPGA products for their Primus Epic commercial avionics display systems. Their applications for QuickLogic's devices include flight data managers, back panel interfaces, flat panel display interfaces, and PCI interfaces.
INSTRUMENTATION AND TEST
Instrumentation and industrial controls manufacturers require logic devices with low power consumption, high reliability and, often, high performance. Teradyne uses our QuickRAM and FPGA devices in their semiconductor test equipment.
HIGH-PERFORMANCE COMPUTING
IBM uses our FPGA devices in numerous applications, including controllers for its redundant array of independent disks, or RAID, products. Compaq Computer also uses our FPGAs in their Alpha-based workstations and servers.
MILITARY SYSTEMS
Military electronics systems manufacturers have demanding reliability and performance requirements. Military applications require devices that remain configured even when power is lost or interrupted. Our ViaLink technology creates connections within the device which are permanent, unlike reprogrammable FPGAs, which must be reconfigured after losing power. We provide several product lines that are specially assembled and tested to meet demanding military requirements. Hamilton Standard, a division of United Technologies, uses our FPGA devices for a flight computer in the F-117 stealth fighter.
CUSTOMERS
Through our ten years of business in the FPGA market, we have developed a strong customer base. Our customers include leading systems manufacturers, such as IBM, which recently added QuickLogic to its recommended supplier list for high performance FPGA products. The following chart provides a representative list by industry of our current customers:
INDUSTRY CUSTOMER APPLICATION
Data Communications and Alcatel Fiber optic transmission equipment
Telecommunications Ericsson GSM base stations
IBM Data encryption, network servers
NEC PBX electronics, wireless base stations
Philips Data encryption
Video/Audio, Graphics and Digidesign PC-based audio editing
Imaging Eastman Kodak High-speed video motion analysis
Honeywell Aircraft navigation and flight controls
Mitsubishi Large screen displays
NEC Solid state video cameras
Sony Industrial video cameras
Texas Instruments Digital micro mirror applications
Instrumentation and Test ABB Industrial power management systems
LTX Semiconductor test equipment
National PC-based instrumentation boards
Instruments
Teradyne Semiconductor test equipment
Toshiba Mail sorting equipment
High-Performance Computing Compaq Computer Alpha processor motherboards
IBM RAID controller, ThinkPad display
controls
Mitsubishi Mobile PC pen-input display controllers
Military Systems B.F. Goodrich Launch vehicle for Delta Four rockets
DY-4 VME-based computer systems
Hamilton Standard Flight computers
Hughes Aircraft Helicopter motor controls and radar
McDonnell Douglas C-17 flight controllers
Raytheon Tornado missile
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PRODUCTS
We make field programmable gate arrays and embedded standard products based on our ViaLink technology and pASIC architecture. Each product family includes a range of devices to address differing performance and cost requirements. A variety of package types are available to satisfy varying customer requirements for physical size and the number of input and output connections to the circuit board. We also offer most of our devices in commercial, industrial and military temperature ranges.
FIELD PROGRAMMABLE GATE ARRAYS
Our pASIC products are general purpose FPGAs that address the high-performance segments of the programmable logic market. Our current product line consists of three families of FPGAs. Each of these product families include devices with a range of logic capacities and number of input and output pins. Having such a range of devices is important to design engineers whose device requirements can vary broadly from one application to another. Smaller devices address simpler applications at lower cost, while larger devices cost more but can support larger and more complex applications. The following tables describe these families:
PASIC 3 FPGA FAMILY
LOGIC CAPACITY MAXIMUM INPUTS AND
DEVICE (GATES) OUTPUTS(#) INTRODUCTION DATE
QL3004 4,000 76 Q3 1999
QL3012 12,000 118 Q2 1998
QL3025 25,000 204 Q4 1997
QL3040 40,000 252 Q3 1998
QL3060 60,000 316 Q2 1998
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PASIC 2 FPGA FAMILY
LOGIC CAPACITY MAXIMUM INPUTS AND
DEVICE (GATES) OUTPUTS(#) INTRODUCTION DATE
QL2003 6,000 118 Q1 1997
QL2005 12,000 156 Q4 1996
QL2007 18,000 174 Q4 1995
QL2009 25,000 225 Q2 1996
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PASIC 1 FPGA FAMILY
LOGIC CAPACITY MAXIMUM INPUTS AND
DEVICE (GATES) OUTPUTS(#) INTRODUCTION DATE
QL8x12B 2,000 64 Q4 1991
QL12x16B 4,000 88 Q4 1992
QL16x24B 8,000 122 Q4 1993
QL24x32B 16,000 180 Q2 1995
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EMBEDDED STANDARD PRODUCTS
ESPs are single chip solutions that combine the system-level functionality of ASSPs with the flexibility of FPGAs. ESPs link blocks of user-configurable standard functions with field programmable logic through a high-performance interface. We have introduced our first two lines of ESPs, the QuickRAM and QuickPCI families.
QUICKRAM. Our QuickRAM family of products, which began shipping in June 1998, combines blocks of high-performance, embedded memory with our high-speed programmable logic. The QuickRAM family includes five devices that span a range of logic and memory sizes, allowing design engineers to choose the optimal part for a particular application. Larger devices feature more memory and logic supporting more complex designs, while smaller devices offer lower cost. The QuickRAM family includes four available devices and one planned device that span a wide range of logic and memory sizes:
QUICKRAM ESP FAMILY
MEMORY CAPACITY LOGIC CAPACITY MAXIMUM INPUTS INTRODUCTION
DEVICE (BITS) (GATES) AND OUTPUTS(#) DATE
QL4009 9,216 6,000 82 Q3 1999
QL4016 11,520 12,000 118 Q2 1999
QL4036 16,128 25,000 204 Q4 1998
QL4058 20,736 40,000 252 Q2 1999
QL4090 25,344 60,000 316 Q2 1998
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QUICKPCI. The PCI bus, or Peripheral Component Interconnect, is a standard hardware architecture that manages the transfer of data among major components in an electronic system at high speed. The master PCI bus function controls the PCI bus while the target function only operates under the control of the PCI bus. The QuickPCI family includes five devices that span a range of PCI bus capabilities and memory and programmable logic capacities, with both master and target functions. Our QuickPCI family of products combines high-performance embedded PCI bus controllers with our high-speed programmable logic. We completed development of our first QuickPCI product in April 1999, and we have shipped development quantities of devices to several customers.
The PCI bus is available in two basic configurations: 32 bits wide and 64 bits wide. Clock speeds for the PCI bus range from 33MHz to 75MHz. Devices which support the smaller, slower PCI configurations cost less than devices which support the wider, faster configurations. While many semiconductor vendors offer devices that address one particular PCI configuration, very few offer a full range of devices to meet all of the possible configurations.
QUICKPCI ESP FAMILY
MEMORY LOGIC
PCI BUS MAX. PCI BUS CAPACITY CAPACITY INTRODUCTION
DEVICE FUNCTION SPEED/WIDTH (BITS) (GATES) DATE
QL5030 Target 33MHz/32-bits 11,500 4,500 Q3 1999
QL5130 Target 33MHz/32-bits 16,000 17,500 Expected Q4 1999
QL5032 Master/Target 33MHz/32-bits 16,000 14,500 Q2 1999
QL5232 Master/Target 33MHz/32-bits 25,344 49,500 Q3 1999
QL5064 Master/Target 75MHz/64-bits 25,344 30,000 Q3 1999
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FPGA AND ESP DEVELOPMENT TOOLS
Our FPGA and ESP devices are supported by a complete range of development tools including software and device programming hardware.
QUICKWORKS. QuickWorks is a fully integrated design solution consisting of internally developed and licensed third-party software operating on Microsoft Windows. QuickWorks includes industry-standard, hardware description languages, including VHDL and Verilog, as well as schematic and mixed-mode entry for fast and efficient logic design. Our suite provides a complete FPGA software solution, including design entry, logic synthesis, place and route, and simulation. A derivative product, called QuickWorks-Lite, offers basic design entry via schematic capture along with place and route free to designers.
QUICKTOOLS. QuickTools provides optimization, place and route, timing analysis and back-annotation support for all our devices on UNIX platforms. The QuickTools package provides a software solution for designers who use Cadence, Mentor, Synario Design Automation, Synopsys, Veribest, Viewlogic Systems or other third-party software tools for design entry, synthesis or simulation.
PROGRAMMING HARDWARE. After a design has been completed using our software, the device is configured using our line of DeskFAB programming hardware and associated device adapters.
SALES, MARKETING AND TECHNICAL SUPPORT
We sell our products through a network of sales managers, independent sales representatives and electronics distributors in North America, Europe and Asia. In addition to our corporate headquarters in Sunnyvale, we have regional sales operations in Los Angeles, Dallas, Boston, Raleigh, Chicago, London and Hong Kong. Our direct sales organization consists of a staff of 23, including sales managers, field application engineers and administrative personnel. In North America, our six sales managers direct the activities of 19 independent sales representative firms operating out of more than 40 offices totaling approximately 180 sales representatives, as well as the activities of four electronics distributors with more than 230 locations. Internationally, three sales managers direct the activities of nine distributors and three independent sales representatives in Europe and nine distributors in Asia. Our marketing organization consists of 14 employees. All of the foregoing numbers are as of September 30, 1999.
Our major distributors, Arrow Electronics, Bell Microproducts, Future Electronics and Sterling Electronics accounted for approximately 53% of our sales in 1998 and 54% of our sales in the six months ended June 30, 1999. Our international sales were 25%, 43% and 47% of our total sales for 1996, 1997 and 1998, respectively and 50% for the six months ended June 30, 1999. Although we have contracts with our distributors, any of them may terminate their relationship with us on short notice. The loss of one or more of our principal distributors, or our inability to attract new distributors, would
materially harm our business. We may lose distributors in the future and we may be unable to recruit additional or replacement distributors. As a result, our future performance will depend in part on our ability to retain our existing distributors and attract new distributors that will be able to market, sell and support our products effectively. We anticipate that sales to customers located outside the United States will continue to represent a significant portion of our total sales in future periods and the trend of foreign customers accounting for an increasing portion of our total sales may continue. No end customer accounted for more than 5% of sales in 1998 or the six months ended June 30, 1999.
We sell our products on a purchase order basis through our distributors and direct sales channels, and our distributors or customers may cancel purchase orders at any time with little or no penalty. In addition, our distributor agreements generally permit our distributors to return products to us. Contractually, our distributors are permitted to return up to 10%, by value, of the products they purchase from us every six months.
We provide systems manufacturers with comprehensive technical support, which we believe is critical to remaining competitive in the markets we serve. As of September 30, 1999, our applications support organization included four direct field application engineers and over 200 application engineers employed by our distributors. These application engineers provide pre-sales and on-site technical support to customers. Application support is also provided by six factory-based customer engineers who offer the majority of post-sale support through a dedicated customer support hotline. In 1998, we established a design center to develop new embedded functions for ESPs, and to provide in-depth, system-level technical support to our customers.
Our WebASIC program allows systems manufacturers to download our design software from our web site and create a custom design for a QuickLogic device at their desktop. They can then transmit the design data to us via e-mail and request configured sample devices. We also use our web site to provide product documentation and technical support information.
RESEARCH AND DEVELOPMENT
Our future success will depend to a large extent on our ability to rapidly develop and introduce new products and enhancements to our existing products that meet emerging industry standards and satisfy changing customer requirements. We have made and expect to continue to make substantial investments in research and development and to participate in the development of new and existing industry standards.
As of September 30, 1999, the research and development staff consisted of 40 employees. Our research and development efforts are focused on standard function development and integration, device architecture, development tools and foundry process development. Our standard function development and integration personnel create circuit designs for inclusion in our ESP products. They also evaluate circuit designs by third parties for inclusion in our ESP products and integrate those circuit designs with our FPGA technology. Our device architecture personnel develop new and improved architectures for our FPGA and ESP products to better serve the needs of our customers. Our software engineering group develops place and route tools, which fit the design into specific logic cell elements within a device and determine the necessary interconnections. They also develop delay modeling tools, which estimate the timing of all the circuit paths for accurate simulation. The software group incorporates third-party software tools into the QuickWorks design software suite, and develops the design libraries needed for the QuickWorks and QuickTools products to integrate with third-party design environments. Our process engineering group maintains our proprietary wafer manufacturing processes, oversees product manufacturing and process development with our third-party foundries, and is involved in ongoing process improvements to increase yields and optimize device characteristics.
Our research and development expense for 1996, 1997 and 1998 and for the first half of 1999 were $4.6 million, $6.2 million, $6.3 million and $3.6 million, respectively. We anticipate that we will continue to commit substantial resources to research and development in the future.
MANUFACTURING
We have established close relationships with third-party manufacturers for our wafer fabrication, package assembly, test and programming requirements to ensure stability in the supply of our products and minimize the risk of localized capacity constraints.
We outsource all of our wafer manufacturing to Taiwan Semiconductor Manufacturing Company at its Taiwan facilities and Cypress Semiconductor Corporation at its Round Rock, Texas facility. TSMC manufactures our pASIC 3, QuickRAM and QuickPCI product families using a four-layer metal, 0.35 micron CMOS process on eight-inch wafers. Cypress manufactures our pASIC 1 and pASIC 2 product families using a three-layer metal, 0.65 micron CMOS process on six-inch wafers. Our foundry agreement with TSMC is effective through August 2002 with successive automatic one-year renewal terms. We have committed to purchase approximately $2.8 million under this agreement in 1999. Our foundry agreement with Cypress is effective through 2001. Each of our foundry agreements guarantee capacity availability and provide for volume commitments. We purchase all of our pASIC 1 and pASIC 2 requirements from Cypress. TSMC's manufacturing commitment is based upon our forecasted requirements. TSMC requires that we purchase a minimum percentage of our total production requirements in any one year from them.
We outsource our product packaging, test and programming to Amkor and ChipPAC at their South Korea facilities and to Advanced Semiconductor Engineering at its Taiwan facility.
COMPETITION
The semiconductor industry is intensely competitive and is characterized by constant technological change, rapid rates of product obsolescence and price erosion. Our existing competitors include suppliers of conventional standard products, such as PLX Technology and Applied Micro Circuits Corporation, or AMCC; suppliers of complex programmable logic devices, or CPLDs, including Lattice Semiconductor and Altera; and suppliers of FPGAs, particularly Xilinx and Actel. The PLD market is dominated by Xilinx and Altera, which together control over 60% of the market, according to Cahners In-Stat Group, a semiconductor market research firm. Xilinx dominates the FPGA segment of the market while Altera dominates the CPLD segment of the market. We also face competition from companies that offer standard gate arrays, which can be obtained at a lower cost for high volumes and may have gate densities and performance equal or superior to our products. As we introduce additional ESPs, we will also face competition from standard product manufacturers who are already servicing or who may decide to enter the markets addressed by these new ESP devices. In addition, we expect significant competition in the future from major domestic and international semiconductor suppliers. We also may face competition from suppliers of products based on new or emerging technologies.
We believe that important competitive factors in our market are length of development cycle, price, performance, installed base of development systems, adaptability of products to specific applications, ease of use and functionality of development system software, reliability, technical service and support, wafer fabrication capacity and sources of raw materials, and protection of products by effective utilization of intellectual property laws.
TECHNOLOGY
We believe that our FPGA and ESP products have distinct advantages over traditional FPGA solutions and multiple chip solutions combining FPGAs and ASSPs with regard to speed, design flexibility, cost and time-to-market. Our key technologies are the ViaLink programmable metal technology, pASIC architectures, and the QuickWorks and QuickTools design software.
VIALINK PROGRAMMABLE METAL TECHNOLOGY. Our ViaLink programmable metal technology embeds programmable switches between the metal layers of a device without consuming silicon surface area. As a result, we are able to provide a programmable switch at every intersection in the wire grid. The
abundance of programmable switches allows for more complex paths between logic cells and facilitates full utilization of an FPGA's logic cells and input/output pins. As a consequence, system designers using QuickLogic FPGAs can be assured that their design can consume all of the logic capacity of the FPGA and will have enough resources to route their signals in very complex designs. Changes in our customers' designs will not move the positions of their inputs and outputs. The programming resources of our FPGAs allow designers to select smaller, less expensive QuickLogic FPGAs to implement their designs as opposed to customary SRAM-based FPGAs. In addition, our ViaLink technology also features lower resistance and capacitance than competing programming technologies, thereby optimizing the device's performance.
PASIC ARCHITECTURE. Our FPGA device architecture consists of logic cells, routing wires and interconnect switches. Our pASIC logic cell is optimized to efficiently implement a wide range of logic functions at high speed. Each cell can implement one large function, five smaller independent functions, or any combination in-between. The logic cell has abundant inputs that allow many user functions to be implemented with a single logic delay, resulting in high performance. The flexibility of the pASIC architecture is especially important for designs synthesized from hardware design languages. The pASIC architecture gives logic synthesis tools the needed degrees of freedom for high logic utilization without sacrificing performance.
QUICKWORKS AND QUICKTOOLS DESIGN SOFTWARE. Our comprehensive QuickWorks design software provides high-level design entry, schematic capture, logic synthesis, functional and timing simulation, placement and routing on the Windows operating system. QuickWorks incorporates standard design languages, Verilog and VHDL, and leading third-party software to integrate with all leading third-party design environments to support our pASIC products. A derivative product, called QuickWorks-Lite, offers basic design entry via schematic capture along with place and route free to designers. QuickTools is QuickLogic's place and route software for UNIX platforms. These tools optimize designs for device utilization and in-system operation speed and create an output file which allows users to transfer their designs to our programmable devices.
INTELLECTUAL PROPERTY
Our future success and competitive position depend upon our ability to obtain and maintain the proprietary technology used in our principal products. We hold 54 U.S. patents and have 20 pending applications for additional U.S. patents containing claims covering various aspects of programmable integrated circuits, programmable interconnect structures and programmable metal devices. In addition, we have three patent applications pending in Japan. Our issued patents expire between 2009 and 2016. We have also registered five of our trademarks in the U.S. with applications to register an additional two trademarks now pending.
Because it is critical to our success that we are able to prevent competitors from copying our innovations, we intend to continue to seek patent protection for our products. The process of seeking patent protection can be long and expensive, and we cannot be certain that any currently pending or future applications will actually result in issued patents, or that, even if patents are issued, they will be of sufficient scope or strength to provide meaningful protection or any commercial advantage to us. Furthermore, others may develop technologies that are similar or superior to our technology or design around the patents we own.
We also rely on trade secret protection for our technology, in part through confidentiality agreements with our employees, consultants and third parties. However, employees may breach these agreements, and we may not have adequate remedies for any breach. In any case, others may come to know about or determine our trade secrets through a variety of methods. In addition, the laws of certain territories in which we develop, manufacture or sell our products may not protect our intellectual property rights to the same extent as do the laws of the United States.
In March 1997, we entered into a patent cross-license agreement with Cypress, whereby we granted Cypress a nonexclusive license to our patents and intellectual property rights in exchange for Cypress' nonexclusive license to their programmable logic technology patents. In August 1998, we also entered into a patent cross-license agreement with Actel pursuant to which we have each granted the other a nonexclusive license to certain of our respective programmable logic device technology patents. We anticipate that we will continue to enter into licensing arrangements in the future; however, it is possible that desirable licenses will not be available to us on commercially reasonable terms. If we lose existing licenses to key technology, or are unable to enter into new licenses which we deem important, it could materially harm our business.
From time to time, we receive letters alleging patent infringement or inviting us to take a license to other parties' patents. We evaluate these letters on a case-by-case basis. Inquiries with respect to the coverage of our intellectual property could lead to litigation.
We have entered into technology license agreements with third parties which give those parties the right to use patents and other technology developed by us, and which give us the right to use patents and other technology developed by them. The failure to obtain a license from a third party for technology used by us could cause us to incur substantial liabilities and to suspend the manufacture or shipment of products or our use of processes requiring the technology. Litigation could result in significant expenses to us, adversely affect sales of the challenged product or technology and divert the efforts of our technical and management personnel, whether or not the litigation is determined in our favor. In the event of an adverse result in any litigation, we could be required to pay substantial damages, cease the manufacture, use, sale or importation of infringing products, expend significant resources to develop or acquire non-infringing technology, and discontinue the use of processes requiring the infringing technology or obtain licenses to the infringing technology. We may not be successful in the development or acquisition, or the necessary licenses may not be available under reasonable terms, and any development, acquisition or license could require expenditures by us of substantial time and other resources. Any of these developments would have a material adverse effect on our business. We may be unable to adequately protect our intellectual property rights, and may face significant expenses as a result of future litigation.
EMPLOYEES
As of September 30, 1999, we had a total of 156 employees worldwide, with 46 people in operations, 40 people in research and development, 23 people in sales, 20 people in marketing, 23 people in administration and four people in management information systems. We believe that our future success will depend in part on our continued ability to attract, hire and retain qualified personnel. None of our employees is represented by a labor union, and we believe our employee relations are good.
FACILITIES
Our principal administrative, sales, marketing, research and development and final testing facility is located in a building of approximately 42,624 square feet in Sunnyvale, California. This facility is leased through 2003 with an option to renew through 2006. In addition, we lease sales offices near London and in Hong Kong. The London office is leased through September 2004, and the Hong Kong office is leased on a month-to-month basis. We believe that our existing facilities are adequate for our current needs.
LITIGATION
QuickLogic is not a party to any pending litigation.
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth certain information concerning our current executive officers and directors:
NAME AGE POSITION(S)
----------------------------------------------------- --- -----------------------------------------------------
E. Thomas Hart....................................... 57 President, Chief Executive Officer and Director
John M. Birkner...................................... 55 Vice President, Chief Technical Officer
Michael R. Brown..................................... 49 Vice President, Worldwide Sales
Andrew K. Chan....................................... 48 Vice President, Research and Development
Hua-Thye Chua........................................ 64 Vice President, Process Technology and Director
Reynold W. Simpson................................... 50 Vice President, Operations
Arthur O. Whipple.................................... 51 Vice President, Finance, Chief Financial Officer and
Secretary
Ronald D. Zimmerman.................................. 51 Vice President, Human Resources
Irwin Federman....................................... 64 Chairman of the Board of Directors
Donald P. Beadle..................................... 63 Director
Michael J. Callahan.................................. 63 Director
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E. THOMAS HART has served as our President, Chief Executive Officer and a member of our board of directors since June 1994. Prior to joining QuickLogic, Mr. Hart was Vice President and General Manager of the Advanced Networks Division at National Semiconductor, a semiconductor manufacturing company, where he worked from September 1992 to June 1994. Prior to joining National Semiconductor Corporation, Mr. Hart was a private consultant from February 1986 to September 1992 with Hart Weston International, a technology-based management consulting firm. Mr. Hart holds a B.S.E.E. from the University of Washington.
JOHN M. BIRKNER, a co-founder of QuickLogic, has served with us since April 1988, serving as Vice President, Chief Technical Officer since 1993. From September 1975 to June 1986, Mr. Birkner was a fellow at Monolithic Memories, a semiconductor manufacturing company. Mr. Birkner holds a B.S.E.E. from the University of California, Berkeley and an M.S.E.E. from the University of Akron.
MICHAEL R. BROWN has served as our Vice President, Worldwide Sales since January 1999. From 1984 until January 1999, he was employed by Hitachi America, a semiconductor manufacturing company, in a variety of sales management positions, most recently as the Vice President of Sales for the Americas. Mr. Brown holds a B.A. in Kinesiology/Psychology from California State University, Northridge and attended the U.S. Navy Aviation Electronics School. Mr. Brown holds a certificate in Advanced Management from Stanford University.
ANDREW K. CHAN, a co-founder of QuickLogic, has served with us since April 1988, most recently as Vice President, Research and Development. Prior to joining QuickLogic, Mr. Chan was a design engineering manager at Monolithic Memories. Mr. Chan holds a B.S.E.E. in Electrical Engineering from Washington State University and an M.S.E.C. in Electrical Sciences from the University of New York, Stonybrook.
HUA-THYE CHUA, a co-founder of QuickLogic, has served as a member of our board of directors since QuickLogic's inception in April 1988. Since December 1996, Mr. Chua has served as our Vice President, Process Technology. He served as our Vice President of Technology Development from April 1989 to December 1996. During the prior 25 years, Mr. Chua worked at semiconductor manufacturing companies, including Fairchild Semiconductor, Intel and Monolithic Memories.
Mr. Chua holds a B.S.E.E. from Ohio University and an M.S.E.E. from the University of California, Berkeley.
REYNOLD W. SIMPSON has served as our Vice President, Operations since August 1997. From February 1996 to July 1997, Mr. Simpson was Vice President of Manufacturing at GateField, a semiconductor manufacturing company. Prior to joining GateField, Mr. Simpson was Operations Manager at LSI Logic, a semiconductor manufacturing company, from March 1990 to February 1996 and Quality Director from February 1989 to March 1990. Mr. Simpson holds a Mechanical Engineering Certificate from the Coatbridge Polytechnic Institute in Scotland, a degree in Technical Horology (Mechanical Engineering) from the Barmulloch Polytechnic Institute in Scotland and studied for a degree in Electronic Engineering at the Kingsway Polytechnic Institute in Scotland.
ARTHUR O. WHIPPLE has served as our Vice President, Finance, Chief Financial Officer and Secretary since April 1998. From April 1994 to April 1998, Mr. Whipple was employed by ILC Technology, a manufacturer of high performance lighting products, as its Vice President of Engineering and by its subsidiary, Precision Lamp, a manufacturer of high-performance lighting products, as its Vice President of Finance and Operations. From February 1990 to April 1994, Mr. Whipple served as the President of Aqua Design, a privately-held provider of water treatment services and equipment. Mr. Whipple holds a B.S.E.E. from the University of Washington and an M.B.A. from Santa Clara University.
In May 1990, Mr. Whipple reached a settlement with the SEC in connection with an action brought by the SEC concerning the accounting treatment for certain revenue reflected in the financial statements of URS Corporation, then known as Thortec, in 1986 and 1987. Mr. Whipple was Vice President and Treasurer at URS Corporation during that period. Mr. Whipple consented to the entry of an injunction with the SEC without admitting or denying any of the SEC's allegations, and there was no adjudication or findings of fact. The injunction bars Mr. Whipple from aiding and abetting in the filing of any report with the SEC that contains an untrue statement of material fact and in aiding and abetting the failure to keep accurate and fair books and records. Our Audit Committee conducted a detailed investigation into Mr. Whipple's involvement in the matter, and concluded that nothing concerning that matter affects Mr. Whipple's integrity or ability to serve as our Chief Financial Officer.
RONALD D. ZIMMERMAN has served as our Vice President, Human Resources since October 1996. From August 1988 to October 1996, Mr. Zimmerman was Human Resources Director of the Analog Products Group at National Semiconductor Corporation, as well as group human resources director of the corporate technology and quality/reliability organizations and the human resources director of corporate administration. Mr. Zimmerman holds a B.A. in Sociology and Psychology and an M.A. in Psychology from San Jose State University.
IRWIN FEDERMAN has served as chairman of our board of directors since September 1989. Mr. Federman has been a general partner of U.S. Venture Partners, a venture capital company, since 1990. From 1988 to 1990, he was a Managing Director of Dillon Read & Co., an investment banking firm, and a general partner in its venture capital affiliate, Concord Partners. Mr. Federman serves on the boards of directors of the following public companies: TelCom Semiconductor, a semiconductor company; SanDisk, a semiconductor company; Western Digital, a disk drive manufacturer; Komag, a thin film media manufacturer; NeoMagic, a developer of multimedia accelerators; and Check Point Software Technologies, a network security software company. Mr. Federman holds a B.S. in Economics from Brooklyn College, is a Certified Public Accountant, and holds an honorary Doctorate of Engineering Science from Santa Clara University.
DONALD P. BEADLE has served as a member of our board of directors since July 1997. Since June 1994, Mr. Beadle has been President of Beadle Associates, a consulting firm. From May 1997 to July 1997, Mr. Beadle was a consultant at Interwave Communications, a developer of microcell systems, where he served as Acting Vice President of Sales and Sales Operations. From October 1994 to December 1996, he was a consultant for Asian business development at National Semiconductor. At
National Semiconductor, he was Managing Director, Southeast Asia from 1993 until June 1994, Vice President of Worldwide Marketing and Sales, International Business Group from 1987 until 1993, and Managing Director, Europe from 1982 to 1986. Mr. Beadle was employed by National Semiconductor in executive sales and marketing positions for 34 years until June 1994, at which time he was Executive Vice President, Worldwide Sales and Marketing. Mr. Beadle serves on the board of directors of one public company, HMT Technology, a disk media manufacturer. He received his technical education at the University of Connecticut and the Bridgeport Institute of Engineering.
MICHAEL J. CALLAHAN has served as a member of our board of directors since July 1997. Since March 1990, Mr. Callahan has served as Chairman of the Board, President and Chief Executive Officer of Waferscale Integration, a producer of peripheral integrated circuits. From 1987 to March 1990, Mr. Callahan was President of Monolithic Memories, or MMI, which became a subsidiary of Advanced Micro Devices, a semiconductor manufacturing company, or AMD. Also during this time, he was Senior Vice President of Programmable Products at AMD. From 1978 to 1987, Mr. Callahan held a number of positions at MMI including Vice President of Operations and Chief Operating Officer. Prior to joining MMI, he worked at Motorola Semiconductor, a semiconductor manufacturing company, for 16 years where he was Director of Research and Development as well as Director of Linear Operations. Mr. Callahan holds a B.S.E.E. from the Massachusetts Institute of Technology.
EXECUTIVE OFFICERS
Our executive officers are elected by, and serve at the discretion of, our board of directors. There are no family relationships among our directors and officers.
BOARD OF DIRECTORS
We currently have authorized five directors. Our directors consist of Messrs. Beadle, Callahan, Chua, Federman and Hart. All directors hold office until the next annual meeting of stockholders or until their successors are duly qualified and elected. Our certificate of incorporation filed in connection with this offering provides that, as of the first annual meeting of stockholders following this offering, our board of directors will be divided into three classes, each with staggered three-year terms. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Messrs. Beadle and Callahan have been designated as Class I directors, whose term expires at the 2000 annual meeting of stockholders; Messrs. Chua and Federman have been designated as Class II directors, whose term expires at the 2001 annual meeting of stockholders; and Mr. Hart has been designated as a Class III director, whose term expires at the 2002 annual meeting of stockholders.
BOARD COMMITTEES
Our board of directors has an audit committee and a compensation committee.
AUDIT COMMITTEE. The audit committee was formed in June 1995 and currently consists of Messrs. Beadle, Callahan and Federman. The audit committee reviews the results and scope of the annual audit and other services provided by our independent accountants, reviews and evaluates our internal control functions and monitors financial transactions between us and our employees, officers and directors.
COMPENSATION COMMITTEE. The compensation committee was formed in June 1995 and currently consists of Messrs. Beadle, Callahan and Federman. The compensation committee administers the 1989 stock option plan, 1999 stock plan and 1999 employee stock purchase plan, and reviews the compensation and benefits for our executive officers.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to establishing the compensation committee, the board of directors as a whole performed the functions delegated to the compensation committee. No member of the compensation committee or executive officer of QuickLogic has a relationship that would constitute an interlocking relationship with executive officers or directors of another entity.
DIRECTOR COMPENSATION
Our non-employee directors are reimbursed for their out-of-pocket expenses incurred in connection with attending board and committee meetings but are not compensated for their services as board members. We have in the past granted to our non-employee directors options to purchase our common stock pursuant to the terms of our 1989 stock option plan. We intend to grant to our non-employee directors options to purchase our common stock pursuant to the terms of our 1999 stock plan. See "--Benefit Plans."
EXECUTIVE COMPENSATION
The following table sets forth certain information concerning compensation of our chief executive officer and each of the next four most highly compensated executive officers as of December 31, 1998, and one former executive officer, whose aggregate cash compensation exceeded $100,000 during the year ended December 31, 1998. We refer to these persons as the "named executive officers" elsewhere in this prospectus.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL -------------
COMPENSATION SECURITIES
------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION SALARY OPTIONS COMPENSATION
------------------------------------------------------------------- ------------- ------------- -------------
E. Thomas Hart President, ......................................... $ 269,208 166,667 $ 12,693
Chief Executive Officer and Director
Scott D. Ward ..................................................... 196,961 25,000 --
Vice President, Engineering
Michael Burger .................................................... 174,117 183,334 30,954
Former Vice President, Worldwide Sales
Reynold W. Simpson ................................................ 180,868 41,667 --
Vice President, Operations
Ronald D. Zimmerman ............................................... 177,162 -- --
Vice President, Human Resources
Andrew K. Chan .................................................... 130,999 16,667 --
Vice President, Research and Development
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A portion of each executive officer's salary is dependent upon their meeting of certain sales, gross margin and other management objectives.
The amounts listed under the column captioned "All Other Compensation" represent automobile allowances we have given to Mr. Hart and Mr. Burger and a relocation fee for Mr. Burger. Mr. Burger terminated employment with us in December 1998 and Mr. Ward terminated employment with us in August 1999.
Mr. Whipple, Vice President, Finance, Chief Financial Officer and Secretary, commenced employment with us in April 1998 and received $99,007 in salary in 1998. On an annualized basis, his salary for 1998 would have been $170,000. In addition, during the year ended December 31, 1998,
Mr. Whipple received options to purchase 108,334 shares of QuickLogic common stock. Mr. Brown, Vice President, Worldwide Sales, joined QuickLogic in January 1999 at an annual base salary of $225,000 and received options to purchase 166,667 shares of QuickLogic common stock.
OPTION GRANTS IN FISCAL YEAR 1998
The following table sets forth certain information with respect to stock options granted to each of our named executive officers during the fiscal year ended December 31, 1998.
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
-------------------------------------------------- AT ASSUMED ANNUAL RATES
NUMBER OF PERCENT OF OF STOCK PRICE
SECURITIES TOTAL APPRECIATION
UNDERLYING OPTIONS EXERCISE FOR OPTION TERM
OPTIONS GRANTED TO PRICE PER EXPIRATION --------------------------
NAME GRANTED EMPLOYEES SHARE DATE 5% 10%
------------------------------------------ ----------- ----------- ----------- ----------- ------------ ------------
E. Thomas Hart............................ 166,667 14.52% $ 4.50 8-19-08 $ 471,671 $ 1,195,307
Scott D. Ward............................. 25,000 2.18% 4.50 8-19-08 70,751 179,296
Michael Burger............................ 166,667 14.52% 4.50 1-20-08 471,671 1,195,307
16,667 1.45% 4.50 8-19-08 47,167 119,531
Reynold W. Simpson........................ 41,667 3.63% 4.50 8-19-08 117,918 298,827
Ronald D. Zimmerman....................... -- -- -- -- -- --
Andrew K. Chan............................ 16,667 1.45% 4.50 8-19-08 47,167 119,531
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Mr. Burger terminated employment with us in December 1998. Mr. Burger exercised none of the options shown above and such options have since expired. Mr. Ward terminated employment with us in August 1999. Of the shares shown above, 4,688 shares are vested and may be exercised by Mr. Ward prior to September 8, 1999, at which date that option will expire.
In the last fiscal year, we granted options to purchase an aggregate of 1,151,000 shares. Options to purchase shares generally vest at the rate of 12.5% after six months of service from the date of grant, and 6.25% at the end of each three-month period thereafter. Options have a term of ten years but may terminate before their expiration dates if the optionee's status as an employee is terminated or upon the optionee's death or disability.
The amounts disclosed in the column captioned "Exercise Price Per Share" represent the fair market value of the underlying shares of common stock on the dates the respective options were granted as determined by our board of directors.
With respect to the amounts disclosed in the column captioned "Potential Realizable Value At Assumed Annual Rates Of Stock Price Appreciation For Option Term," the 5% and 10% assumed annual rates of compounded stock price appreciation are mandated by rules of the Securities and Exchange Commission and do not represent our estimate or projection of our future common stock prices. The potential realizable values are calculated by assuming that $4.50 per share was the fair market value of our common stock at the time of grant, that the common stock appreciates at the indicated rate for the entire term of the option and that the option is exercised at the exercise price and sold on the last day of the option term at the appreciated price.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES
The following table sets forth certain information concerning the number and value of unexercised options held by each of the named executive officers on December 31, 1998. No options were exercised by the named executive officers in 1998.
Options generally vest at the rate of 12.5% after six months of service from the date of grant, and 6.25% at the end of each three-month period thereafter.
The value of "In-the-Money" stock options represents the positive spread between the exercise price of stock options and the fair market value of the options of $4.50 per share, as determined by our board of directors, at December 31, 1998.
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT DECEMBER 31, IN-THE-MONEY OPTIONS
1998 AT DECEMBER 31, 1998
-------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------------------------------------ ----------- ------------- ------------ -------------
E. Thomas Hart.................................. 416,667 250,000 $ 1,520,001 $ 189,999
Scott D. Ward................................... 57,292 109,375 76,563 98,438
Michael Burger.................................. -- -- -- --
Reynold W. Simpson.............................. 30,209 111,459 -- --
Ronald D. Zimmerman............................. 38,750 44,853 124,374 125,624
Andrew K. Chan.................................. 20,833 54,167 21,875 28,125
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LIMITATIONS ON LIABILITY AND INDEMNIFICATION
Our bylaws provide that we will indemnify our directors and executive officers and may indemnify our other officers, employees and other agents to the fullest extent permitted by Delaware law. Our bylaws allow us to enter into indemnification agreements with our directors and officers and to purchase insurance for any person whom we are required or permitted to indemnify. We are obtaining a policy of directors' and officers' liability insurance that insures such persons against the cost of defense, settlement or payment of a judgment under certain circumstances.
We intend to enter into agreements with our directors and executive officers regarding indemnification. Under these agreements we will indemnify them against amounts actually and reasonably incurred in connection with an actual, or a threatened, proceeding if any of them may be made a party because of their role as one of our directors or officers. We are obligated to pay these amounts only if the officer or director acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to our best interests. With respect to any criminal proceeding, we are obligated to pay these amounts only if the officer or director had no reasonable cause to believe his or her conduct was unlawful. The indemnification agreements also set forth procedures that will apply in the event of a claim for indemnification thereunder.
In addition, our certificate of incorporation filed in connection with this offering provides that the liability of our directors for monetary damages shall be eliminated to the fullest extent permissible under Delaware law. This provision does not eliminate a director's duty of care. Each director will continue to be subject to liability for:
- breach of the director's duty of loyalty to us,
- acts or omissions not in good faith or involving intentional misconduct or knowing violations of law,
- acts or omissions that the director believes to be contrary to our best interests or our stockholders,
- any transaction from which the director derived an improper personal benefit,
- improper transactions between the director and us, and
- for improper distributions to stockholders and loans to directors and officers. This provision also does not affect a director's responsibilities under any other laws, such as the federal securities laws or state or federal environmental laws.
There is no pending litigation or proceeding involving any of our directors or officers for which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.
BENEFIT PLANS
1989 STOCK OPTION PLAN
Our 1989 stock plan provides for the granting to employees of incentive stock options within the meaning of Section 422 of the Internal Revenue Code and for the granting to employees, directors and consultants of nonstatutory stock options. As of September 30, 1999, options to purchase an aggregate of 2,944,261 shares of common stock were outstanding under our 1989 plan. Our board of directors has determined that no further options will be granted under the 1989 plan after this offering. The 1989 plan provides that in the event of a merger of QuickLogic with or into another corporation, each outstanding option will be assumed or substituted for by the successor corporation. If the successor corporation refuses to assume or substitute for the QuickLogic options, the QuickLogic options will terminate as of the closing of the merger.
1999 STOCK PLAN
Our 1999 stock plan was adopted by our board of directors in August 1999 and was approved by the stockholders in September 1999. As of the date of this prospectus, no options have been granted under the 1999 stock plan.
The 1999 stock plan provides for the grant of incentive stock options to employees, including officers and employee directors, and for the grant of nonstatutory stock options and stock purchase rights to employees, directors and consultants.
The total shares of common stock currently reserved for issuance from the 1999 stock plan equals:
- 5,000,000 shares of common stock;
- the shares of common stock which have been reserved but unissued under the 1989 stock option plan as of the effective date of the offering (as of September 30, 1999, there were 736,828 shares reserved but unissued under the 1989 stock option plan); and
- any shares returned to the 1989 stock option plan as a result of termination of options under such plan.
In addition, commencing on the first day of our next fiscal year, annual increases will be added to the 1999 stock plan equal to the lesser of 5,000,000 shares, or 5% of the outstanding shares or such lesser amount as provided by the board.
Unless terminated sooner, the 1999 stock plan will terminate automatically ten years from its effective date.
The administrator of our 1999 stock plan has the power to determine:
- the terms of the options or stock purchase rights granted, including the exercise price of the option or stock purchase right;
- the number of shares subject to each option or stock purchase right;
- the exercisability of each option or stock purchase right; and
- the form of consideration payable upon the exercise of each option or stock purchase right.
In addition, the board has the authority to amend, suspend or terminate the 1999 stock plan, so long as no such action affects any shares of common stock previously issued and sold or any option previously granted under the plan. The maximum number of shares each optionee may be granted during a fiscal year is 1,000,000 shares. In addition, in connection with an optionee's initial employment with us, such optionee may be granted an option covering an additional 1,000,000 shares.
Options and stock purchase rights granted under our 1999 stock plan are generally not transferable by the optionee, and each option and stock purchase right is exercisable during the lifetime of the optionee and only by such optionee. Options granted under the 1999 stock plan must generally be exercised within three months after the end of optionee's status as an employee, director or consultant of QuickLogic, or within twelve months after such optionee's termination by death or disability, but in no event later than the expiration of the option's term.
In the case of stock purchase rights, unless the administrator determines otherwise, the restricted stock purchase agreement shall grant QuickLogic a repurchase option exercisable after the purchaser's employment or consulting relationship with QuickLogic has ended for any reason, including death or disability. The purchase price for shares repurchased pursuant to the restricted stock purchase agreement shall be the original price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to QuickLogic. The repurchase option shall lapse at a rate determined by the administrator.
The exercise price of all incentive stock options granted under the 1999 stock plan must be at least equal to the fair market value of the common stock on the date of grant. The exercise price of nonstatutory stock options and stock purchase rights granted under the 1999 stock plan is determined by the administrator, but with respect to nonstatutory stock options intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Internal Revenue Code, the exercise price must be at least equal to the fair market value of our common stock on the date of grant. With respect to any participant who owns stock possessing more than 10% of the voting power of all classes of our outstanding capital stock, the exercise price of any incentive stock option granted must at least equal 110% of the fair market value on the grant date and the term of such incentive stock option must not exceed five years. The term of all other options granted under the 1999 stock plan may not exceed ten years.
The 1999 stock plan provides that in the event that we merge with or into another corporation, or sell substantially all of our assets, each option and stock purchase right shall be assumed or an equivalent option substituted for by the successor corporation. If the outstanding options and stock purchase rights are not assumed or substituted for by the successor corporation, the option holder will fully vest in and have the right to exercise the option or stock purchase right as to all of the optioned stock, including shares as to which the holder would not otherwise be entitled to exercise. If an option or stock purchase right becomes exercisable in full in the event of a merger or sale of assets, the administrator shall notify the optionee that the option or stock purchase right shall be fully exercisable for a period of 15 days from the date of such notice, and the option or stock purchase right will terminate upon the expiration of such period.
1999 EMPLOYEE STOCK PURCHASE PLAN
Our 1999 employee stock purchase plan was adopted by our board of directors in August 1999, and was approved by the stockholders in September 1999. A total of 2,000,000 shares of our common stock has been reserved for issuance under the 1999 purchase plan, plus annual increases equal to the
lesser of: 1,500,000 shares, or 4% of the outstanding shares on such date or a lesser amount as provided by the board. As of the date of this prospectus, no shares have been issued under the 1999 purchase plan.
The 1999 purchase plan, which is intended to qualify under Section 423 of the Internal Revenue Code, contains consecutive, overlapping, twenty-four month offering periods. Each offering period includes four six-month purchase periods. The offering periods generally start on the first trading day on or after April 1 and October 1 of each year, except for the first such offering period which commences on the first trading day on or after the effective date of this offering and ends on the last trading day on or before September 30, 2001. The Board has the power to change the duration of the offering periods.
Employees are eligible to participate if they are in our employ for at least 20 hours per week and more than five months in any calendar year. However, employees may not be granted an option to purchase stock under the 1999 purchase plan if they either:
- immediately after grant, own stock possessing 5% or more of the total combined voting power or value of all classes of our capital stock; or
- hold rights to purchase stock under all our employee stock purchase plan which accrue at a rate which exceeds $25,000 worth of stock for each calendar year.
The 1999 purchase plan permits participants to purchase our common stock through payroll deductions of up to 20% of their total compensation. The maximum number of shares a participant may purchase during a single purchase period is 20,000 shares.
Amounts deducted and accumulated by the participant are used to purchase shares of common stock at the end of each purchase period. The price of stock purchased under the 1999 purchase plan is generally 85% of the lower of the fair market value of the common stock either at the beginning or at the end of the offering period.
In the event the fair market value at the end of a purchase period is less than the fair market value at the beginning of the offering period, the participants will be withdrawn from the current offering period following exercise and automatically re-enrolled in a new offering period. Participants may end their participation at any time during an offering period, and they will be paid their payroll deductions to date. Participation ends automatically upon termination of employment with QuickLogic.
Rights granted under the 1999 purchase plan are not transferable by a participant other than upon death or by a special determination by the plan administrator. The 1999 purchase plan provides that if we merge with or into another corporation or sell substantially all of our assets, each outstanding option may be assumed or substituted for by the successor corporation. If the successor corporation refuses to assume or substitute for the outstanding options, the offering period then in progress will be shortened and a new exercise date will be set.
Our board of directors has the authority to amend or terminate the 1999 purchase plan, except that no such action may adversely affect any outstanding rights to purchase stock under the 1999 purchase plan, provided that the board of directors may terminate an offering period on any exercise date if the board determines that the termination of the 1999 purchase plan is in the best interests of QuickLogic and its stockholders. Notwithstanding anything to the contrary, the board of directors may in its sole discretion amend the 1999 purchase plan to the extent necessary and desirable to avoid unfavorable financial accounting consequences by altering the purchase price for any offering period, shortening any offering period or allocating remaining shares among the participants. Unless sooner terminated by our board of directors, the 1999 purchase plan will terminate automatically ten years from its effective date.
CERTAIN TRANSACTIONS
SERIES F PREFERRED FINANCING
In November 1996 and January 1997, we sold 1,286,020 shares of our Series F convertible preferred stock at a price of $6.96 per share. We sold the shares pursuant to a preferred stock purchase agreement and a registration rights agreement under which we made standard representations, warranties and covenants, and provided the purchasers with registration rights and information rights. See "Shares Eligible for Future Sale--Registration Rights." The purchasers of the Series F preferred stock included the following principal stockholders, directors and affiliated entities:
COMMON
EQUIVALENT AGGREGATE
STOCKHOLDERS, DIRECTORS AND AFFILIATED ENTITIES SHARES PURCHASE PRICE
-------------------------------------------------------------------------------------- ---------- --------------
Hua-Thye Chua......................................................................... 16,667 $ 116,000
Morgenthaler Venture Partners III..................................................... 92,014 640,416
New Enterprise Associates and affiliated funds........................................ 132,048 919,050
Sequoia Capital and affiliated funds.................................................. 35,920 250,000
Technology Venture Investors IV LP and affiliated funds............................... 143,679 1,000,000
U.S. Venture Partners and affiliated funds............................................ 86,207 600,000
Vertex Investments and affiliated funds............................................... 215,517 1,500,000
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All shares listed as held by Hua-Thye Chua are held in trust for his children.
CYPRESS TRANSACTION
We entered into an agreement with Cypress in 1992 to obtain guaranteed fabrication capacity and to secure a second source for our FPGA products. By 1997, wafer fabrication capacity was no longer scarce and we had established a customer base and reputation. Accordingly, we determined that the agreement with Cypress was no longer beneficial to us. In March 1997, we terminated the agreement and entered into a wafer fabrication agreement and cross license agreement. See "Business-- Manufacturing." In exchange for the termination and the reversion of the rights to the intellectual property covered by that agreement to us, we also paid Cypress $4.5 million in cash and agreed to issue 3,037,786 shares of our common stock to Cypress, resulting in a charge of approximately $23.0 million in the first quarter of 1997.
In addition to the amounts paid in connection with the termination of the 1992 agreement, payments to Cypress in connection with our foundry agreements were $7.6 million, $13.0 million, $2.7 million, and $1.4 million for 1996, 1997, 1998 and for the first six months of 1999, respectively.
Under the terms of the cross-license agreement, Cypress granted us a royalty-free, non-exclusive, non-sublicensable license to make and sell programmable logic products under patents that are currently issued to Cypress or that issue prior to March 2007. We granted a reciprocal right to Cypress under our patents, except that the license does not extend to programmable metal FPGAs or products that are pin-compatible with our existing pASIC 1 and pASIC 2 products. In the event we are acquired, the license continues only as to those products that were commercially available as of the acquisition or subsequently become commercially available within one year after the acquisition. We also licensed to each other rights to use the technology developed under the 1992 agreement. The shares we issued to Cypress in connection with the termination of the 1992 agreement contained the same contractual rights as the shares of preferred stock held by Cypress. We also granted the following registration rights to Cypress that other holders of registration rights were not granted:
- Cypress may require us to use our best efforts to file a registration statement with respect to all of the shares held by Cypress and not sold in this offering, 180 days following this offering.
- Cypress may not be cut-back to less than one-third of the shares of common stock to be registered by Cypress in subsequent public offerings.
- Our other stockholders do not have the right to have their shares included in the Cypress registration. See "Description of Capital Stock--Registration Rights."
LOANS TO EXECUTIVE OFFICER
We have made loans to John Birkner, Vice President, Chief Technical Officer. Mr. Birkner's current loan obligation to us totals $121,000 plus accrued interest of approximately $76,000 at annual rates ranging from 6.7% to 8.5%. This loan is evidenced by demand promissory notes from Mr. Birkner to us, secured by a pledge of shares of QuickLogic stock held by Mr. Birkner. The largest principal amount ever outstanding under these loans is $121,000. These loans were approved by our board of directors.
PRINCIPAL AND SELLING STOCKHOLDERS
The following table sets forth certain information known to us with respect to beneficial ownership of our common stock as of September 30, 1999, as adjusted to reflect the sale of shares offered by:
- each person known by us to own beneficially more than 5% of our outstanding stock, including the selling stockholder;
- each of our directors;
- each named executive officer; and
- all current executive officers and directors as a group.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of September 30, 1999 are deemed outstanding. Percentage of beneficial ownership is based upon 14,309,070 shares of common stock outstanding prior to this offering and 17,642,570 shares of common stock outstanding after this offering based on the number of shares outstanding as of September 30, 1999. To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person's name.
All shares shown below for Messrs. Hart, Burger, Zimmerman, Ward, Simpson, Beadle and Callahan represent shares issuable upon exercise of stock options. Of the shares shown below for Messrs. Chan and Chua, 40,541 shares represent shares issuable upon exercise of stock options for Mr. Chan and 11,458 shares represent shares issuable upon exercise of stock options for Mr. Chua.
BENEFICIALLY OWNED SHARES BENEFICIALLY
PRIOR TO OFFERING NUMBER OF OWNED AFTER OFFERING
----------------------- SHARES BEING ----------------------
NAME OF BENEFICIAL OWNER NUMBER PERCENT OFFERED NUMBER PERCENT
---------------------------------------------------- ---------- ----------- ------------ ---------- ----------
Cypress Semiconductor Corporation .................. 3,896,415 27.23% 3,333,500 562,915 3.19%
3901 N. First Street
San Jose, CA 95134
Technology Venture Investors (1) ................... 1,682,040 11.76% -- 1,682,040 9.53%
3000 Sand Hill Road
Bldg. 4, Suite 280
Menlo Park, CA 94025
U.S. Venture Partners (2) .......................... 1,406,615 9.83% -- 1,406,615 7.97%
2180 Sand Hill Road
Suite 300
Menlo Park, CA 94025
Vertex Investments (3) ............................. 1,360,869 9.51% -- 1,360,869 7.71%
3 Lagoon Drive, Ste. 220
Redwood City, CA 94065
Sequoia Capital (4) ................................ 1,122,446 7.77% -- 1,122,447 6.31%
3000 Sand Hill Road
Bldg. 4, Suite 280
Menlo Park, CA 94025
New Enterprise Associates (5) ...................... 893,953 6.25% -- 893,953 5.07%
1119 St. Paul Street
Baltimore, MD 21202
Morganthaler Venture Partners ...................... 821,311 5.74% -- 821,311 4.66%
2780 Sand Hill Road, Suite 280
Menlo Park, CA 94025
E. Thomas Hart...................................... 514,063 3.47% -- 514,063 2.83%
Andrew K. Chan (6).................................. 207,208 1.44% -- 207,208 1.17%
Hua-Thye Chua (7)................................... 194,791 1.36% -- 194,791 1.10%
Scott D. Ward....................................... 79,688 * -- 79,688 *
Reynold W. Simpson.................................. 68,229 * -- 68,229 *
Ronald D. Zimmerman................................. 59,583 * -- 59,583 *
Donald P. Beadle.................................... 23,876 * -- 23,876 *
Michael J. Callahan................................. 22,313 * -- 22,313 *
Irwin Federman (8).................................. -- -- -- -- --
Michael Burger...................................... -- -- -- -- --
All current executive officers and directors as a
group (11 persons)................................ 1,193,397 7.88% -- 1,193,397 6.46%
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* Less than 1% of the outstanding common stock.
(1) Includes 1,596,294 shares held by Technology Investors Group LLC-IV; 84,131 shares held by Technology Venture Investors IV LP-3, L.P.; and 1,615 shares held by TVI Management-3, L.P.
(2) Includes 936,455 shares held by U.S. Venture Partners III; 359,874 shares held by U.S.V. Entrepreneur Partners; 45,270 shares held by Second Ventures II, L.P.; 29,264 shares held by Second Ventures Limited Partnership by BHMS Partners III; 22,818 shares held by U.S. Venture Partners IV, L.P.; and 12,934 shares held by U.S.V.P. Entrepreneur Partners II, L.P.
(3) Includes 1,026,303 shares held by Vertex Investment International III, Inc.; 214,824 shares held by Vertex Investment (II) Limited; 95,776 shares held by Vertex Asia Limited; and 23,965 shares held by HWH Investment Pte. Ltd.
(4) Includes 1,019,887 shares held by Sequoia Capital V; 55,800 shares held by Sequoia Technology Partners V; 17,990 shares hold by Sequoia XXI; 12,744 shares held by Sequoia XXIV; 7,751 shares held by Sequoia Capital XXI; 5,000 shares held by Sequoia XX; and 3,275 shares held by Sequoia XXIII.
(5) Includes 858,033 shares held by New Enterprise Associates VI, Limited Partnership and 35,920 shares held by New Venture Partners III L.P.
(6) Includes 146,667 shares beneficially owned by Mr. Chan as trustee for Andrew Ka-Lab Chan and Amy Shuk-Chun Chan, Trustees or successor(s), U/A of trust dated January 30, 1991; 5,000 shares beneficially owned by Mr. Chan for Michael P. Gamboa, Trustee under Erica H. Chan trust agreement dated May 14, 1992; 5,000 shares beneficially owned by Mr. Chan for Michael P. Gamboa, Trustee under Rebecca H. Chan trust agreement dated May 14, 1992; 5,000 shares beneficially owned by Mr. Chan for Michael P. Gamboa, Trustee under Vicki H. Chan trust agreement dated May 14, 1992; 2,500 shares beneficially owned by Mr. Chan for Clement Chan and Susie S.J. Chan, Trustees under Nicholas Chan trust agreement dated July 3, 1997; 2,500 shares beneficially owned by Mr. Chan for Clement Chan and Susie S.J. Chan, Trustees under Phillip Chan trust agreement dated July 3, 1996.
(7) Includes 64,792 shares owned by Mr. Chua; 35,209 shares beneficially owned by Mr. Chua, as trustee for H.T. Chua & Jessie Chua TTEES for the H.T. Chua Trust Agreement dated December 20, 1974; 20,833 shares beneficially owned by Mr. Chua, as custodian for The Bryan Shyang-Ming Chua Trust dated December 19, 1975; 20,833 shares beneficially owned by Mr. Chua, as custodian for Caroline Siok-Yau Chua Trust dated December 19, 1975; 20,833 shares beneficially owned by Mr. Chua, as custodian for Cathleen Siok-Syuan Chua Trust dated December 19, 1975; and 20,833 shares beneficially owned by Mr. Chua, as custodian for Christine Siok-Pee Chua Trust dated December 19, 1975.
(8) Excludes 1,406,614 shares held by U.S. Venture Partners. Mr. Federman is a general partner of U.S. Venture Partners. See footnote 2 above. Mr. Federman disclaims beneficial ownership of all shares held by U.S. Venture Partners entities except to the extent of his pecuniary interest therein.
DESCRIPTION OF CAPITAL STOCK
Upon the completion of this offering, we will be authorized to issue up to 110,000,000 shares, $0.001 par value, to be divided into two classes to be designated, respectively, "common stock" and "preferred stock." Of such shares authorized, 100,000,000 shares shall be designated as common stock, and 10,000,000 shares shall be designated as preferred stock.
COMMON STOCK
As of September 30, 1999, there were 14,309,070 shares of common stock outstanding that were held of record by approximately 263 stockholders (assuming conversion of all shares of preferred stock outstanding as of September 30, 1999 into 9,911,665 shares of common stock). There will be 17,642,570 shares of common stock outstanding (assuming no exercise of the underwriters' over-allotment option and no exercise of outstanding options) after giving effect to the sale of common stock offered in this offering. As of September 30, 1999, there are outstanding options to purchase a total of 2,994,261 shares of our common stock under our stock plans.
The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. Our stockholders do not have cumulative voting rights in the election of directors. Accordingly, holders of a majority of the shares voting are able to elect all of the directors. Subject to preferences that may be granted to any then outstanding preferred stock, holders of common stock are entitled to receive ratably only those dividends as may be declared by the board of directors out of funds legally available therefor, as well as any distributions to the stockholders. See "Dividend Policy." In the event of our liquidation, dissolution or winding up, holders of common stock are entitled to share ratably in all of our assets remaining after we pay our liabilities and distribute the liquidation preference of any then outstanding preferred stock. Holders of common stock have no preemptive or other subscription or conversion rights. There are no redemption or sinking fund provisions applicable to the common stock.
PREFERRED STOCK
Our board of directors will have the authority, without further action by the stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock. The issuance of preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change in control of QuickLogic. We have no present plan to issue any shares of preferred stock.
REGISTRATION RIGHTS
Following the closing of this offering, the holders of approximately 9,053,036 shares of our common stock will be entitled to certain rights with respect to the registration of such shares under the Securities Act. In the event that we propose to register any of our securities under the Securities Act, either for our own account or for the account of other security holders, these holders are entitled to notice of such registration and are entitled to include their common stock in such registration, subject to certain marketing and other limitations. Beginning six months after the closing of this offering, the holders of at least 30% of these securities, or the holders of a lesser percentage if the amount registered is greater than $5 million, have the right to require us, on not more than two occasions, to file a registration statement under the Securities Act in order to register all or any part of their
common stock. We may, in certain circumstances, defer such registrations and the underwriters have the right, subject to certain limitations, to limit the number of shares included in such registrations. Further, these holders may require us to register all or a portion of their shares on Form S-3, subject to certain conditions and limitations.
In connection with our transaction with Cypress, we granted Cypress registration rights in addition to those held by our other stockholders. See "--Certain Transactions--Cypress Transaction."
ANTI-TAKEOVER EFFECTS OF PROVISIONS OF OUR CERTIFICATE OF INCORPORATION AND BYLAWS
Our certificate of incorporation provides for our board of directors to be divided into three classes, with staggered three-year terms. When this classification is effective, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. However, until this classification of our board of directors is effective, and because our stockholders have no cumulative voting rights, our stockholders representing a majority of the shares of common stock outstanding will be able to elect all of the directors. Our certificate of incorporation and bylaws also provide that all stockholder action must be effected at a duly called meeting of stockholders and not by a consent in writing, and that only our board of directors, or special committee thereof, may call a special meeting of stockholders.
The combination of the classification of our board of directors, when effective, and lack of cumulative voting will make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of QuickLogic by replacing our board of directors. Since the board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for the board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of QuickLogic.
These provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of QuickLogic. These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and in the policies approved by it and to discourage certain types of transactions that may involve an actual or threatened change of control of QuickLogic. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions also are intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our shares that could result from actual or rumored takeover attempts. Such provisions may also have the effect of preventing changes in our management.
SECTION 203 OF THE DELAWARE CORPORATION LAW
We are subject to Section 203 of the Delaware Corporation Law, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the date that such stockholder became an interested stockholder, with the following exceptions:
- prior to such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested holder;
- upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of
determining the number of shares outstanding those shares owned by persons who are directors and also officers and by certain employee stock plans; or
- on or subsequent to such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.
Section 203 defines business combinations to include the following:
- any merger or consolidation involving the corporation and the interested stockholder;
- any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
- subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
- any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or
- the receipt by the interested stockholder of the benefit of any losses, advances, guarantees, pledges or other financial benefits by or through the corporation.
In general, Section 203 defines interested stockholder as an entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation or any entity or person affiliated with or controlling or controlled by such entity or person.
NASDAQ NATIONAL MARKET LISTING
Application has been made for quotation of our common stock on the Nasdaq National Market under the symbol "QUIK."
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this offering, we will have 17,642,570 shares of common stock outstanding based on shares outstanding as of September 30, 1999. Of these shares, the 6,667,000 shares sold in this offering will be freely transferable without restriction under the Securities Act, unless they are held by our "affiliates" as that term is used under the Securities Act and the regulations promulgated thereunder.
Of these shares, the remaining 10,975,570 shares were sold by us in reliance on exemptions from the registration requirements of the Securities Act, are restricted securities within the meaning of Rule 144 under the Securities Act and become eligible for sale in the public market as follows:
- beginning 90 days after the effective date, no shares will become eligible for sale subject to the provisions of Rules 144 and 701 as a result of agreements not to sell such shares entered into with us and the underwriters, or lock-up agreements; and
- beginning 180 days after the date of this prospectus, 10,975,570 additional shares will become eligible for sale, subject to the provisions of Rule 144, Rule 144(k) or Rule 701, upon the expiration of lock-up agreements.
Beginning 180 days after the date of this prospectus, 1,399,188 additional shares subject to vested options as of the date of completion of this offering will be available for sale subject to compliance with Rule 701 and upon the expiration of lock-up agreements. Any shares subject to lock-up agreements may be released at any time without notice by the underwriters.
In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated), including an affiliate, who has beneficially owned restricted shares for at least one year is entitled to sell, within any three-month period commencing 90 days after the date of completion of this offering, a number of shares that does not exceed the greater of 1% of the then outstanding shares of common stock (approximately 176,400 shares immediately after this offering), or the average weekly trading volume in the common stock during the four calendar weeks preceding such sale, subject to the filing of a Form 144 with respect to such sale and certain other limitations and restrictions. In addition, a person who is not deemed to have been an affiliate of QuickLogic at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least two years, would be entitled to sell such shares under Rule 144(k) without regard to the requirements described above.
Any of our employees, officers, directors or consultants who purchased his or her shares prior to the date of completion of this offering or who holds vested options as of that date pursuant to a written compensatory plan or contract is entitled to rely on the resale provisions of Rule 701, which permits non-affiliates to sell their Rule 701 shares without having to comply with the public-information, holding-period, volume-limitation or notice provisions of Rule 144 and permits affiliates to sell their Rule 701 shares without having to comply with Rule 144's holding-period restrictions, in each case commencing 90 days after the date of completion of this offering. However, we and certain officers, directors and other stockholders have agreed not to sell or otherwise dispose of any shares of our common stock for the 180-day period after the date of this prospectus without the prior written consent of the underwriters. See "Underwriting."
After this offering, we intend to file a registration statement on Form S-8 under the Securities Act to register outstanding options to purchase common stock and shares of common stock reserved for issuance under the 1989 stock option plan, 1999 stock option plan and 1999 employee stock purchase plan, thus permitting the resale of such shares by non-affiliates in the public market without restriction under the Securities Act. Such registration statement will become effective immediately upon filing. As of September 30, 1999, options to purchase a total of 2,994,261 shares were outstanding and 5,000,000 shares were reserved for future issuance under our 1999 stock option plan; 736,828 shares were reserved but unissued under our 1989 stock option plan; and 2,000,000 shares were reserved for issuance under our employee stock purchase plan. All such options are subject to lock-up agreements.
Prior to this offering, there has been no public market for our common stock, and any sale of substantial amounts in the open market may adversely affect the market price of our common stock offered hereby.
UNDERWRITING
The underwriters named below, acting through their representatives, BancBoston Robertson Stephens Inc., Bear, Stearns & Co. Inc., and SoundView Technology Group, Inc. have severally agreed with QuickLogic, subject to the terms and conditions set forth in the underwriting agreement, to purchase from QuickLogic and the selling stockholder the number of shares of common stock set forth opposite their names below. The underwriters are committed to purchase and pay for all such shares if any are purchased.
NUMBER OF
UNDERWRITER SHARES
--------------------------------------------------------------------------------- ----------
BancBoston Robertson Stephens Inc................................................
Bear, Stearns & Co. Inc..........................................................
SoundView Technology Group, Inc..................................................
----------
INTERNATIONAL UNDERWRITER
---------------------------------------------------------------------------------
BancBoston Robertson Stephens International Limited..............................
Bear, Stearns International Limited..............................................
SoundView Technology Group, Inc..................................................
----------
Total........................................................................ 6,667,000
----------
----------
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QuickLogic and the selling stockholder have been advised by the representatives of the underwriters that the underwriters propose to offer the shares of common stock to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at such price less a concession of not in excess of $ per share, of which $ may be reallowed to other dealers. After the initial public offering, the public offering price, concession and reallowance to dealers may be reduced by the representatives. No such reduction shall change the amount of proceeds to be received by QuickLogic and the selling stockholder as set forth on the cover page of this prospectus. The common stock is offered by the underwriters as stated herein, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part. The underwriters do not intend to confirm sales to any accounts over which they exercise discretionary authority.
OVER-ALLOTMENT OPTION. QuickLogic and the selling stockholder have granted to the underwriters an option, exercisable during the 30-day period after the date of this prospectus, to purchase up to 1,000,050 additional shares of common stock at the same price per share as QuickLogic and the selling stockholder will receive for their 6,667,000 shares that the underwriters have agreed to purchase. To the extent that the underwriters exercise this option, each of the underwriters will have a firm commitment to purchase approximately the same percentage of such additional shares that the number of shares of common stock to be purchased by it shown in the above table represents as a percentage of the shares offered hereby. If purchased, such additional shares will be sold by the underwriters on the same terms as those on which the 6,667,000 shares are being sold. QuickLogic and the selling stockholder will be obligated, pursuant to the option, to sell shares to the extent the option is exercised. The underwriters may exercise such option only to cover over-allotments made in connection with the sale of the shares of common stock offered hereby. If such option is exercised in full, the total public offering price, underwriting discounts and commissions, and proceeds to QuickLogic and the selling stockholder will be $ , $ , $ and $ , respectively.
The following table summarizes the compensation and expenses we will pay.
TOTAL
------------------------------------------
WITHOUT WITH
PER SHARE OVER-ALLOTMENT OVER-ALLOTMENT
---------- -------------- --------------
Underwriting discounts and commissions paid by QuickLogic and the
selling stockholder................................................. $ $ $
Expenses payable by us................................................ $ $ $
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INDEMNITY. The underwriting agreement contains covenants of indemnity among the underwriters, QuickLogic and the selling stockholder against certain civil liabilities, including liabilities under the Securities Act and liabilities arising from breaches of representations and warranties contained in the underwriting agreement.
LOCK-UP AGREEMENTS. Each of QuickLogic's executive officers, directors, and 1% stockholders has agreed with the representatives of the underwriters, for a period of 180 days after the date of this prospectus, subject to certain exceptions, not to offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to any shares of common stock, any options or warrants to purchase any shares of common stock, or any securities convertible into or exchangeable for shares of common stock owned as of the date of this prospectus or thereafter acquired directly by such holders or with respect to which they have or hereafter acquire the power of disposition, without the prior written consent of BancBoston Robertson Stephens Inc. However, BancBoston Robertson Stephens Inc. may, in its sole discretion and at any time without notice, release all or any portion of the securities subject to the lock-up agreements. There are no agreements between the representatives and any of QuickLogic's stockholders providing consent by the representatives to the sale of shares prior to the expiration of the lock-up period.
FUTURE SALES. In addition, we have agreed that during the lock-up period, we will not, without the consent of BancBoston Robertson Stephens Inc., subject to certain exceptions,
- consent to the disposition of any shares held by stockholders subject to lock-up agreements prior to the expiration of the lock-up period or
- issue, sell, contract to sell, or otherwise dispose of, any shares of common stock, any options to purchase any shares of common stock or any securities convertible into, exercisable for or exchangeable for shares of common stock other than QuickLogic's sale of shares in this offering, the issuance of common stock upon the exercise of outstanding options, and the issuance of options under existing stock option and incentive plans provided such options do not vest prior to the expiration of the lock-up period. See "Shares Eligible for Future Sale."
LISTING. Application has been made for quotation on the Nasdaq National Market under the symbol "QUIK."
NO PRIOR PUBLIC MARKET. Prior to this offering, there has been no public market for the common stock of QuickLogic. Consequently, the initial public offering price for the common stock offered hereby will be determined through negotiations between QuickLogic and the representatives of the underwriters. Among the factors to be considered in such negotiations are prevailing market conditions, certain financial information of QuickLogic, market valuations of other companies that QuickLogic and the representatives believe to be comparable to QuickLogic, estimates of the business potential of QuickLogic, the present state of QuickLogic's development and other factors deemed relevant.
STABILIZATION. The representatives of the underwriters have advised QuickLogic that, pursuant to Regulation M under the Securities Act, certain persons participating in this offering may engage in transactions, including stabilizing bids, syndicate covering transactions or the imposition of penalty bids
that may have the effect of stabilizing or maintaining the market price of the common stock at a level above that which might otherwise prevail in the open market. A "stabilizing bid" is a bid for or the purchase of the common stock on behalf of the underwriters for the purpose of fixing or maintaining the price of the common stock. A "syndicate covering transaction" is the bid for or the purchase of the common stock on behalf of the underwriters to reduce a short position incurred by the underwriters in connection with this offering. A "penalty bid" is an arrangement permitting the representatives to reclaim the selling concession otherwise accruing to an underwriter or syndicate member in connection with this offering if the common stock originally sold by such underwriter or syndicate member is purchased by the representatives in a syndicate covering transaction and has therefore not been effectively placed by such underwriter or syndicate member. The representatives have advised QuickLogic that such transactions may be effected on the Nasdaq National Market or otherwise and, if commenced, may be discontinued at any time.
DIRECTED SHARE PROGRAM. At the request of QuickLogic, the underwriters have reserved up to 333,000 shares of common stock to be issued by us and offered hereby for sale, at the initial public offering price, to customers, sales representatives and other business associates of QuickLogic. The number of shares of common stock available for sale to the general public will be reduced to the extent that such individuals purchase all or a portion of these reserved shares. Any reserved shares which are not purchased will be offered by the underwriters to the general public on the same basis as the shares of common stock offered hereby.
LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Certain legal matters in connection with this offering will be passed upon for the underwriters by Orrick, Herrington & Sutcliffe LLP, Menlo Park, California. As of the date of this prospectus, WS Investment Company, an investment partnership composed of certain current and former members of and persons associated with Wilson Sonsini Goodrich & Rosati, Professional Corporation, as well as certain individual attorneys of that firm, beneficially own an aggregate of 18,884 shares of QuickLogic common stock.
EXPERTS
The consolidated financial statements as of December 31, 1997 and 1998 and for each of the three years in the period ended December 31, 1998 appearing in this prospectus have been included in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the Securities and Exchange Commission a registration statement on Form S-1, including the exhibits, schedules and amendments to the registration statement, under the Securities Act with respect to the shares of common stock to be sold in this offering. This prospectus does not contain all the information set forth in the registration statement. For further information with respect to our company and the shares of common stock to be sold in this offering, we refer you to the registration statement. Statements contained in this prospectus as to the contents of any contract, agreement or other document referred to are not necessarily complete, and in each instance we refer you to the copy of such contract, agreement or other document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.
You may read and copy all or any portion of the registration statement or any other information we file at the Securities and Exchange Commission's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating
fee, by writing to the Securities and Exchange Commission. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Our Securities and Exchange Commission filings, including the registration statement, are also available to you on the Commission's Web site at http://www.sec.gov.
As a result of this offering, we will become subject to the information and reporting requirements of the Exchange Act, and, in accordance therewith, will file periodic reports, proxy statements and other information with the Securities and Exchange Commission.
We intend to furnish our stockholders with annual reports containing audited consolidated financial statements and with quarterly reports for the first three quarters of each year containing unaudited interim consolidated financial information.
QUICKLOGIC CORPORATION
INDEX TO CONSOLIDATED FINANCIAL SATEMENTS
PAGE
-----
Report of Independent Accountants.......................................................................... F-2
Consolidated Balance Sheet as of December 31, 1997, 1998 and June 30, 1999 (unaudited)..................... F-3
Consolidated Statement of Operations for the Years Ended December 31, 1996, 1997 and 1998 and the Six
Months Ended June 30, 1998 (unaudited) and 1999 (unaudited).............................................. F-4
Consolidated Statement of Stockholders' Equity (Deficit) for the Years Ended December 31, 1996, 1997 and
1998 and the Six Months Ended June 30, 1999 (unaudited).................................................. F-5
Consolidated Statement of Cash Flows for the Three Years Ended December 31, 1996, 1997 and 1998 and the Six
Months Ended June 30, 1998 (unaudited) and 1999 (unaudited).............................................. F-6
Notes to Consolidated Financial Statements................................................................. F-7
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of QuickLogic Corporation
In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of operations, of stockholders' equity (deficit) and of cash flows present fairly, in all material respects, the financial position of QuickLogic Corporation and its subsidiary at December 31, 1998 and 1997, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
San Jose, California
June 7, 1999, except as to Note 13,
which is as of October 7, 1999
QUICKLOGIC CORPORATION
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
PRO FORMA
STOCKHOLDERS'
DECEMBER 31, EQUITY
---------------------- JUNE 30, JUNE 30,
1997 1998 1999 1999
---------- ---------- ---------- ------------
(UNAUDITED)
ASSETS
Current assets:
Cash................................................................ $ 7,331 $ 7,595 $ 8,185
Accounts receivable, net of allowances for doubtful accounts and
sales returns and allowances of $2,628, $3,272 and $2,340
(unaudited)....................................................... 2,892 2,031 4,505
Inventory........................................................... 5,869 2,877 2,613
Other current assets................................................ 286 730 898
---------- ---------- ----------
Total current assets.............................................. 16,378 13,233 16,201
Property and equipment, net........................................... 3,530 2,892 3,162
Other assets.......................................................... 43 43 43
---------- ---------- ----------
$ 19,951 $ 16,168 $ 19,406
---------- ---------- ----------
---------- ---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Trade payables...................................................... $ 2,801 $ 2,204 $ 4,117
Accrued liabilities................................................. 2,440 2,425 2,312
Deferred income on shipments to distributors........................ 5,996 4,737 5,617
Current portion of long-term obligations............................ 2,746 7,186 6,897
---------- ---------- ----------
Total current liabilities......................................... 13,983 16,552 18,943
Long-term obligations............................................... 7,724 591 161
---------- ---------- ----------
21,707 17,143 19,104
---------- ---------- ----------
Commitments and contingencies (Notes 11 and 12)
Stockholders' equity (deficit)
Preferred stock, $0.001 par value; 61,568 shares authorized; 9,912
shares outstanding; 10,000 authorized, none issued or outstanding
at June 30, 1999 on a pro forma basis (unaudited)................. 10 10 10 --
Common stock, $0.001 par value; 105,000 shares authorized; 1,159 and
4,279 and 4,301 (unaudited) shares outstanding; 100,000
authorized, 14,213 shares issued and outstanding at June 30, 1999
on a pro forma basis (unaudited).................................. 1 4 4 14
Common stock to be issued: 3,038 shares............................. 18,409 -- -- --
Additional paid-in capital.......................................... 43,435 61,388 61,730 61,730
Stockholder note receivable......................................... (121) (121) (121) (121)
Deferred compensation............................................... (2,073) (1,084) (1,136) (1,136)
Accumulated deficit................................................. (61,417) (61,172) (60,185) (60,185)
---------- ---------- ---------- ------------
Total stockholders' equity (deficit).............................. (1,756) (975) 302 302
---------- ---------- ---------- ------------
------------
$ 19,951 $ 16,168 $ 19,406
---------- ---------- ----------
---------- ---------- ----------
|
See Notes to Consolidated Financial Statements
QUICKLOGIC CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
-------------------------------- --------------------
1996 1997 1998 1998 1999
--------- ---------- --------- --------- ---------
(UNAUDITED)
Revenue................................................ $ 23,758 $ 28,460 $ 30,007 $ 14,078 $ 18,425
Cost of revenue........................................ 11,158 16,855 14,303 6,803 7,958
--------- ---------- --------- --------- ---------
Gross profit........................................... 12,600 11,605 15,704 7,275 10,467
Operating expenses:
Research and development............................. 4,642 6,235 6,294 2,932 3,567
Selling, general and administrative.................. 7,730 10,981 9,368 4,648 6,000
Contract termination and legal....................... 4,125 28,309 -- -- --
--------- ---------- --------- --------- ---------
Net operating income (loss)........................ (3,897) (33,920) 42 (305) 900
Interest expense..................................... (60) (162) (161) (86) (49)
Interest income and other, net....................... 360 434 364 202 136
--------- ---------- --------- --------- ---------
Net income (loss)...................................... $ (3,597) $ (33,648) $ 245 $ (189) $ 987
--------- ---------- --------- --------- ---------
--------- ---------- --------- --------- ---------
Net income (loss) per share:
Basic................................................ $ (4.66) $ (10.41) $ 0.06 $ (0.05) $ 0.23
--------- ---------- --------- --------- ---------
--------- ---------- --------- --------- ---------
Diluted.............................................. $ (4.66) $ (10.41) $ 0.02 $ (0.05) $ 0.07
--------- ---------- --------- --------- ---------
--------- ---------- --------- --------- ---------
Weighted average shares:
Basic................................................ 772 3,232 4,231 4,200 4,286
--------- ---------- --------- --------- ---------
--------- ---------- --------- --------- ---------
Diluted.............................................. 772 3,232 14,645 4,200 15,042
--------- ---------- --------- --------- ---------
--------- ---------- --------- --------- ---------
Pro forma net income per share:
Basic (unaudited).................................... $ 0.02 $ 0.07
--------- ---------
--------- ---------
Diluted (unaudited).................................. $ 0.02 $ 0.07
--------- ---------
--------- ---------
Pro forma weighted average shares:
Basic (unaudited).................................... 14,143 14,198
--------- ---------
--------- ---------
Diluted (unaudited).................................. 14,645 15,042
--------- ---------
--------- ---------
|
See Notes to Consolidated Financial Statements
QUICKLOGIC CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS)
CONVERTIBLE
PREFERRED STOCK COMMON STOCK
--------------- ---------------
SHARES AMOUNT SHARES AMOUNT
------ ------ ------ ------
Balance at December 31, 1995 8,622 $ 9 638 $ 1
Common stock issued under stock option plan, net of
repurchases........................................ -- -- 190 --
Issuance of Series E preferred stock in exchange for
services........................................... 4 -- -- --
Issuance of Series F preferred stock for cash, net of
issuance cost...................................... 1,167 1 -- --
Deferred compensation, net of terminations........... -- -- -- --
Amortization of deferred compensation................ -- -- -- --
Net loss............................................. -- -- -- --
------ ------ ------ ------
Balance at December 31, 1996........................... 9,793 10 828 1
Common stock issued under stock option plan, net of
repurchases........................................ -- -- 331 --
Issuance of Series F preferred stock for cash, net of
issuance cost...................................... 119 -- -- --
Common stock to be issued in exchange for contract
termination........................................ -- -- -- --
Deferred compensation, net of terminations........... -- -- -- --
Amortization of deferred compensation................ -- -- -- --
Note receivable from stockholder..................... -- -- -- --
Net loss............................................. -- -- -- --
------ ------ ------ ------
Balance at December 31, 1997........................... 9,912 10 1,159 1
Common stock issued under stock option plan, net of
repurchases........................................ -- -- 82 --
Common stock issued in exchange for contract
termination........................................ -- -- 3,038 3
Deferred compensation, net of terminations........... -- -- -- --
Amortization of deferred compensation................ -- -- -- --
Net income........................................... -- -- -- --
------ ------ ------ ------
Balance at December 31, 1998........................... 9,912 10 4,279 4
Common stock issued under stock option plan, net of
repurchases (unaudited)............................ -- -- 22 --
Deferred compensation, net of terminations
(unaudited)........................................ -- -- -- --
Amortization of deferred compensation (unaudited).... -- -- -- --
Net income (unaudited)............................... -- -- -- --
------ ------ ------ ------
Balance at June 30, 1999 (unaudited)................... 9,912 $10 4,301 $ 4
------ ------ ------ ------
------ ------ ------ ------
COMMON STOCK
TO BE ISSUED ADDITIONAL STOCKHOLDER
---------------- PAID-IN NOTE DEFERRED ACCUMULATED
SHARES AMOUNT CAPITAL RECEIVABLE COMPENSATION DEFICIT
------ -------- ---------- ----------- ------------ -----------
Balance at December 31, 1995 -- $ -- $31,430 $(119) $ -- $(24,172)
Common stock issued under stock option plan, net of
repurchases........................................ -- -- 99 -- -- --
Issuance of Series E preferred stock in exchange for
services........................................... -- -- 15 -- -- --
Issuance of Series F preferred stock for cash, net of
issuance cost...................................... -- -- 8,089 -- -- --
Deferred compensation, net of terminations........... -- -- 851 -- (851) --
Amortization of deferred compensation................ -- -- -- -- 43 --
Net loss............................................. -- -- -- -- -- (3,597)
------ -------- ---------- ----------- ------------ -----------
Balance at December 31, 1996........................... -- -- 40,484 (119) (808) (27,769)
Common stock issued under stock option plan, net of
repurchases........................................ -- -- 280 -- -- --
Issuance of Series F preferred stock for cash, net of
issuance cost...................................... -- -- 781 -- -- --
Common stock to be issued in exchange for contract
termination........................................ 3,038 18,409 -- -- -- --
Deferred compensation, net of terminations........... -- -- 1,890 -- (1,890) --
Amortization of deferred compensation................ -- -- -- -- 625 --
Note receivable from stockholder..................... -- -- -- (2) -- --
Net loss............................................. -- -- -- -- -- (33,648)
------ -------- ---------- ----------- ------------ -----------
Balance at December 31, 1997........................... 3,038 18,409 43,435 (121) (2,073) (61,417)
Common stock issued under stock option plan, net of
repurchases........................................ -- -- 110 -- -- --
Common stock issued in exchange for contract
termination........................................ (3,038) (18,409) 18,406 -- -- --
Deferred compensation, net of terminations........... -- -- (563) -- 563 --
Amortization of deferred compensation................ -- -- -- -- 426 --
Net income........................................... -- -- -- -- -- 245
------ -------- ---------- ----------- ------------ -----------
Balance at December 31, 1998........................... -- -- 61,388 (121) (1,084) (61,172)
Common stock issued under stock option plan, net of
repurchases (unaudited)............................ -- -- 55 -- -- --
Deferred compensation, net of terminations
(unaudited)........................................ -- -- 287 -- (287) --
Amortization of deferred compensation (unaudited).... -- -- -- -- 235 --
Net income (unaudited)............................... -- -- -- -- -- 987
------ -------- ---------- ----------- ------------ -----------
Balance at June 30, 1999 (unaudited)................... -- $ -- $61,730 $(121) $(1,136) $(60,185)
------ -------- ---------- ----------- ------------ -----------
------ -------- ---------- ----------- ------------ -----------
TOTAL
STOCKHOLDERS'
EQUITY
(DEFICIT)
-------------
Balance at December 31, 1995 $ 7,149
Common stock issued under stock option plan, net of
repurchases........................................ 99
Issuance of Series E preferred stock in exchange for
services........................................... 15
Issuance of Series F preferred stock for cash, net of
issuance cost...................................... 8,090
Deferred compensation, net of terminations........... --
Amortization of deferred compensation................ 43
Net loss............................................. (3,597)
-------------
Balance at December 31, 1996........................... 11,799
Common stock issued under stock option plan, net of
repurchases........................................ 280
Issuance of Series F preferred stock for cash, net of
issuance cost...................................... 781
Common stock to be issued in exchange for contract
termination........................................ 18,409
Deferred compensation, net of terminations........... --
Amortization of deferred compensation................ 625
Note receivable from stockholder..................... (2)
Net loss............................................. (33,648)
-------------
Balance at December 31, 1997........................... (1,756)
Common stock issued under stock option plan, net of
repurchases........................................ 110
Common stock issued in exchange for contract
termination........................................ --
Deferred compensation, net of terminations........... --
Amortization of deferred compensation................ 426
Net income........................................... 245
-------------
Balance at December 31, 1998........................... (975)
Common stock issued under stock option plan, net of
repurchases (unaudited)............................ 55
Deferred compensation, net of terminations
(unaudited)........................................ --
Amortization of deferred compensation (unaudited).... 235
Net income (unaudited)............................... 987
-------------
Balance at June 30, 1999 (unaudited)................... $ 302
-------------
-------------
|
See Notes to Consolidated Financial Statements
QUICKLOGIC CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
-------------------------------- --------------------
1996 1997 1998 1998 1999
--------- ---------- --------- --------- ---------
(UNAUDITED)
Cash flows from operating activities:
Net income (loss)........................................ $ (3,597) $ (33,648) $ 245 $ (189) $ 987
Adjustments to reconcile net loss to net cash used for
operating activities:
Depreciation and other non-cash charges................ 235 817 1,322 614 761
Provision for doubtful accounts and sales returns...... 3,250 6,001 5,031 3,325 3,399
Amortization of deferred compensation.................. 43 625 426 221 235
Gain on disposal of assets............................. -- -- (5) (5) --
Contract termination and other......................... 4,125 28,309 -- -- --
Changes in assets and liabilities:
Accounts receivable.................................. (3,179) (6,284) (4,170) (1,661) (5,873)
Inventory............................................ (1,924) (1,225) 2,992 1,222 264
Prepaid and other assets............................. (4,555) (253) (444) (25) (168)
Accounts payable..................................... 1,434 (243) (597) (557) 1,913
Accrued liabilities and other........................ (409) 4,453 (2,477) (1,147) 767
--------- ---------- --------- --------- ---------
Net cash provided by (used for) operating
activities....................................... (4,577) (1,448) 2,323 1,798 2,285
--------- ---------- --------- --------- ---------
Cash flows from investing activities:
Capital expenditures for property and equipment, net of
dispositions........................................... (1,478) (2,639) (679) (174) (1,031)
Proceeds on sale of investments.......................... 4,000 -- -- -- --
--------- ---------- --------- --------- ---------
Net cash provided by (used for) investing
activities....................................... 2,522 (2,639) (679) (174) (1,031)
--------- ---------- --------- --------- ---------
Cash flows from financing activities:
Payment of debt obligations.............................. (124) (1,473) (1,490) (1,631) (832)
Proceeds from issuance of common stock, net.............. 99 280 110 85 55
Proceeds from issuance of preferred stock, net........... 8,090 781 -- -- --
Note receivable from stockholder......................... -- (2) -- -- --
Borrowings from bank..................................... 470 1,496 -- -- 113
--------- ---------- --------- --------- ---------
Net cash provided by (used for) financing
activities....................................... 8,535 1,082 (1,380) (1,546) (664)
--------- ---------- --------- --------- ---------
Net increase (decrease) in cash............................ 6,480 (3,005) 264 78 590
Cash at beginning of period................................ 3,856 10,336 7,331 7,331 7,595
--------- ---------- --------- --------- ---------
Cash at end of period...................................... $ 10,336 $ 7,331 $ 7,595 $ 7,409 $ 8,185
--------- ---------- --------- --------- ---------
--------- ---------- --------- --------- ---------
Non-cash transactions:
Inventory acquired in exchange for note payable.......... $ -- $ 1,396 $ -- $ -- $ --
--------- ---------- --------- --------- ---------
--------- ---------- --------- --------- ---------
|
See Notes to Consolidated Financial Statements
QUICKLOGIC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1--THE COMPANY AND BASIS OF PRESENTATION
QuickLogic Corporation ("QuickLogic" or the "Company") was incorporated in California in April 1988. The Company operates in a single industry segment where it designs, develops, markets and supports advanced field programmable gate array semiconductors ("FPGAs"), embedded standard products ("ESPs") and associated software tools.
The Company's fiscal year ends on the Sunday closest to December 31. The six month periods end on the Sunday closest to June 30. For presentation purposes, the financial statements and notes have been presented as ending on the last day of the nearest calendar month.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, QuickLogic International, Inc. All significant intercompany accounts and transactions are eliminated in consolidation.
USES OF ESTIMATES
The preparation of these financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could vary from those estimates, particularly in relation to sales returns and allowances, and product obsolescence.
INTERIM RESULTS (UNAUDITED)
The accompanying balance sheet as of June 30, 1999, the statements of operations and of cash flows for the six months ended June 30, 1998 and 1999 and the statement of stockholders' equity (deficit) for the six months ended June 30, 1999 are unaudited. In the opinion of management, these statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the results of the interim periods. The data disclosed in these financial statements, including notes to the financial statements, at such date and for such periods are unaudited. Operating results for the six months ended June 30, 1999 are not necessarily indicative of the results that may be expected for the full year.
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
All highly-liquid investments purchased with a remaining maturity of three months or less are considered cash equivalents. All short-term investments are classified as available for sale and are accounted for at fair value with unrealized gains and losses, if any, reported as a separate component of stockholders' equity. Management determines the appropriate classification of investments at the time of purchase and reassesses the classification at each reporting date.
QUICKLOGIC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair value of financial instruments are determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret and analyze the available data and to develop estimates. Accordingly, estimates could differ significantly from the amounts the Company would realize in a current market exchange. The estimated fair value of all financial instruments at December 31, 1997 and 1998, approximate the amounts presented in the balance sheet.
INVENTORY
Inventory is stated at the lower of cost or market, cost being determined under the first-in, first-out method.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the asset's estimated useful life of two to seven years. Amortization of leasehold improvements is computed on a straight-line basis over the shorter of the facility lease term or the estimated useful lives of the improvements.
LONG-LIVED ASSETS
The Company reviews the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. No such impairment losses have been identified by the Company.
REVENUE RECOGNITION
The Company sells to certain distributors under agreements which allow certain rights of return and price adjustments on unsold inventory. Amounts billed to such distributors for shipments are included as accounts receivable, inventory is relieved, and the related revenue and cost of revenue are deferred and the resultant gross profit is recorded as a current liability, deferred income on shipments to distributors, until the inventory is resold by the distributor. Reserves for estimated returns and distributor price adjustments are provided against accounts receivable. Revenue to all other customers is recognized upon shipment. Software revenue is recognized when persuasive evidence of an agreement exists, delivery of the software has occurred, no significant Company obligations with regard to implementation or integration exist, the fee is fixed or determinable and collectibility is probable. Software revenues typically amount to less than 5% of total revenues.
STOCK-BASED COMPENSATION
The Company has elected to measure compensation costs using the intrinsic value method prescribed by APB Opinion No. 25, "Accounting for Stock Issued to Employees" and to comply with the pro forma disclosure requirements of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation."
QUICKLOGIC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CONCENTRATION OF CREDIT RISK
Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash, short-term investments and accounts receivable. Cash and short-term investments are maintained with high quality institutions. The Company's accounts receivable are derived primarily from sales to customers located in North America, Europe, Japan and Korea. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. Bad debt write-offs to date have been immaterial.
At December 31, 1998, accounts receivable from two customers both of which were distributors of the Company's products represent 18% and 15% of the Company's accounts receivable. At December 31, 1997, accounts receivable from the same two customers represented 24% and 29%, respectively, of the Company's accounts receivable.
LITIGATION LIABILITIES
The Company accrues for the cost of litigation in the period that costs become estimable and occurrence is determined to be probable. Accrued litigation liabilities of $8,203,000 and $6,500,000 at December 31, 1997 and 1998, respectively, include estimated settlement costs and related legal fees (see Notes 4 and 12).
SOFTWARE DEVELOPMENT COSTS
Software development costs incurred prior to the establishment of technological feasibility are included in research and development and are expensed as incurred. Development costs incurred subsequent to the establishment of technological feasibility through the period of general market availability are capitalized, if material. To date, all software development costs have been expensed as incurred due to the insignificant development costs incurred during the short time period between the establishment of technological feasibility and general availability.
PRO FORMA STOCKHOLDERS' EQUITY (UNAUDITED)
If the offering contemplated by this prospectus is consummated, unaudited pro forma stockholders' equity would be adjusted for the conversion of 9,912,000 shares of preferred stock outstanding into 9,912,000 shares of common stock. The pro forma effect of this transaction has been reflected in the accompanying unaudited pro forma stockholders' equity as if such conversion had occurred as of June 30, 1999.
NET INCOME (LOSS) PER SHARE
Basic EPS is computed by dividing net income available to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS is computed using the weighted average number of common shares and dilutive potential common shares outstanding during the period. In computing diluted EPS, the average stock price for the period is used in determining the number of share assumed to be purchased from the exercise of stock
QUICKLOGIC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
options. A reconciliation of the numerators and denominators of the basic and
diluted per share computations is as follows (in thousands, except per share
amounts):
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
-------------------------------- --------------------
1996 1997 1998 1998 1999
--------- ---------- --------- --------- ---------
(UNAUDITED)
Numerator:
Net income (loss)............................... $ (3,597) $ (33,648) $ 245 $ (189) $ 987
--------- ---------- --------- --------- ---------
--------- ---------- --------- --------- ---------
Denominator:
Common stock.................................... 794 1,005 3,490 2,710 4,294
Common stock to be issued....................... -- 2,278 759 1,519 --
Less: Unvested common stock option exercises.... (22) (51) (18) (29) (8)
--------- ---------- --------- --------- ---------
Weighted average shares outstanding for basic... 772 3,232 4,231 4,200 4,286
--------- ---------- --------- --------- ---------
Convertible preferred stock..................... -- -- 9,912 -- 9,912
Stock options and warrants...................... -- -- 484 -- 836
Unvested common stock option exercises.......... -- -- 18 -- 8
--------- ---------- --------- --------- ---------
Weighted average shares outstanding for
diluted....................................... 772 3,232 14,645 4,200 15,042
--------- ---------- --------- --------- ---------
--------- ---------- --------- --------- ---------
Net income (loss) per share
Basic......................................... $ (4.66) $ (10.41) $ 0.06 $ (0.05) $ 0.23
--------- ---------- --------- --------- ---------
--------- ---------- --------- --------- ---------
Diluted....................................... $ (4.66) $ (10.41) $ 0.02 $ (0.05) $ 0.07
--------- ---------- --------- --------- ---------
--------- ---------- --------- --------- ---------
|
As a result of the net losses incurred by the Company during fiscal years 1996 and 1997 and for the six months ended June 30, 1998, all potential common shares were anti-dilutive and have been excluded from the diluted net loss per share calculation. For fiscal year 1998 and the six months ended June 30, 1999, stock options with an exercise price that equals or exceeds the average fair market value of the Company's common stock have been excluded from the computation of diluted net income per share as they would be anti-dilutive. The following table summarizes total securities outstanding as of each period end, on an as-converted basis, which were not included in the calculation of diluted net loss per share since their inclusion would have been anti-dilutive.
DECEMBER 31, JUNE 30,
-------------------------------- --------------------
1996 1997 1998 1998 1999
--------- ---------- --------- --------- ---------
(IN THOUSANDS) (UNAUDITED)
Preferred stock...................................... 9,793 9,912 -- 9,912 --
Unvested common stock subject to repurchase.......... 22 51 -- 29 --
Stock options........................................ 1,284 2,006 -- 1,983 --
Preferred stock warrants............................. 22 22 -- 22 --
|
QUICKLOGIC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PRO FORMA NET INCOME PER SHARE (UNAUDITED)
Pro forma basic net income per share for the year ended December 31, 1998 and six months ended June 30, 1999 is computed using the weighted average number of common shares outstanding, including the conversion of the Company's Convertible Preferred Stock outstanding into shares of the Company's common stock effective upon the closing of the Company's initial public offering as if such conversion occurred on January 1, 1998 and January 1, 1999, respectively. Pro forma diluted net income per share is computed using the pro forma weighted average number of common and potential common shares outstanding. Pro forma potential common shares consist of Common Stock subject to repurchase and stock options and warrants using the treasury stock method.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133 established a model for accounting for derivatives and hedging activities and supercedes and amends a number of existing accounting standards. SFAS No. 133 requires that all derivatives be recognized in the balance sheet at their fair market value, and the corresponding derivative gains or losses be either reported in the statement of operations or as a deferred item depending on the type of hedge relationship that exists with respect to such derivative. SFAS No. 133, as amended by SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities-- Deferral of Effective Date of FASB Statement No. 133," is effective for all fiscal quarters and years beginning after June 15, 2000. The Company does not currently, nor does it plan to, enter into, forward exchange contracts to hedge exposures denominated in foreign currencies or any other derivative financial instruments for trading or speculative purposes.
In March 1998, the American Institute of Certified Public Accountants issued Statement of Position ("SOP") No. 98-1, "Software for Internal Use," which provides guidance on accounting for the cost of computer software developed or obtained for internal use. SOP No. 98-1 is effective for financial statements for fiscal years beginning after December 15, 1998. The Company does not expect that the adoption of SOP No. 98-1 will have a material impact on its consolidated financial statements.
INCOME TAXES
The Company accounts for income taxes under the provisions of Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). Under SFAS 109, deferred tax liabilities and assets are determined based on the differences between the financial statements and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse.
OTHER COMPREHENSIVE INCOME (LOSS)
Effective January 1, 1998, the Company adopted the provisions of Statement
of Financial Accounting Standards No. 130, "Reporting Comprehensive Income"
("SFAS 130"). SFAS 130 establishes standards for reporting comprehensive income
(loss) and its components in financial statements. Comprehensive income (loss)
as defined, includes all changes in equity (net assets) during a period from
nonowner sources. No items were included in other comprehensive income (loss)
during 1996, 1997 and 1998.
QUICKLOGIC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 3--BALANCE SHEET COMPONENTS
DECEMBER 31,
-------------------- JUNE 30,
1997 1998 1999
--------- --------- -----------
(IN THOUSANDS)
(UNAUDITED)
Inventory:
Raw materials............................................. $ 441 $ 56 $ 136
Work-in-process........................................... 4,926 2,611 2,426
Finished goods............................................ 502 210 51
--------- --------- -----------
$ 5,869 $ 2,877 $ 2,613
--------- --------- -----------
--------- --------- -----------
Property and equipment:
Equipment................................................. $ 4,326 $ 4,733 $ 5,584
Software.................................................. 991 1,059 1,231
Furniture and fixtures.................................... 766 761 770
Leasehold improvements.................................... 554 564 563
--------- --------- -----------
6,637 7,117 8,148
Accumulated depreciation.................................... (3,107) (4,225) (4,986)
--------- --------- -----------
$ 3,530 $ 2,892 $ 3,162
--------- --------- -----------
--------- --------- -----------
Accrued liabilities:
Accrued employee compensation............................. $ 739 $ 935 $ 1,091
Other liabilities......................................... 1,701 1,490 1,221
--------- --------- -----------
$ 2,440 $ 2,425 $ 2,312
--------- --------- -----------
--------- --------- -----------
|
NOTE 4--LONG-TERM OBLIGATIONS
DECEMBER 31,
--------------------
1997 1998
--------- ---------
(IN THOUSANDS)
Installment notes payable to bank.......................... $ 1,743 $ 966
Installment notes payable to vendor........................ 295 --
Litigation accrual......................................... 8,203 6,500
Other...................................................... 229 311
--------- ---------
10,470 7,777
Current portion of long-term obligations................... (2,746) (7,186)
--------- ---------
Long-term obligations...................................... $ 7,724 $ 591
--------- ---------
--------- ---------
|
At December 31, 1997 and 1998, the Company had outstanding bank installment notes totaling $1,743,000 and $966,000, respectively. The notes bear interest at prime plus 0.25% (8.0% as of December 31, 1998), and are secured by the specific equipment financed. Principal payments are due in equal monthly installments over the term of the notes which mature between 1999 and 2000. At December 31, 1998, the Company was in violation of its bank covenants. Subsequently, the Company obtained a waiver for the covenants. In the quarter ended June 30, 1999, the Company entered into an extension to borrow up to $250,000 using bank installment notes which are secured by the specific
QUICKLOGIC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 4--LONG-TERM OBLIGATIONS (CONTINUED)
equipment financed. At June 30, 1999, the Company had borrowed $113,000 under
this facility. These notes mature in 2002. At June 30, 1999, the Company was in
compliance with its covenants.
At December 31, 1997, the Company had a $6.0 million bank facility which includes a $1.0 million export/import revolving line of credit and a $5.0 million domestic revolving line of credit. At December 31, 1997, no borrowings were outstanding against the revolving lines of credit. The Company elected not to renew the revolving lines of credit which expired in October 1998.
In March 1997, the Company entered into an agreement to purchase certain inventory from Cypress Semiconductor Corporation payable under nine month interest-free notes. Purchases totaled approximately $1.4 million. The notes were fully paid by March 1998.
In August 1998, the Company settled its lawsuit with Actel Corporation. The obligation for settlement and legal costs is payable quarterly through August 2001, subject to acceleration upon the completion of the Company's initial public offering. Management intends to complete such an initial public offering during 1999 and, accordingly, such obligations have been classified as current at December 31, 1998 (see Note 12).
NOTE 5--STOCKHOLDERS' EQUITY
CONVERTIBLE PREFERRED STOCK
DECEMBER 31,
------------------------ JUNE 30,
1997 1998 1999
----- ----- ---------------
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
Series A, $0.001 par value; 418 shares designated, issued and
outstanding..................................................... $ -- $ -- $ --
Series B, $0.001 par value; 1,713 shares designated, issued and
outstanding..................................................... 2 2 2
Series C, $0.001 par value; 2,018 shares designated, 1,996 issued
and outstanding................................................. 2 2 2
Series D, $0.001 par value; 520 shares designated, issued and
outstanding..................................................... -- -- --
Series E, $0.001 par value; 3,979 shares designated, issued and
outstanding..................................................... 4 4 4
Series F, $0.001 par value; 1,581 shares designated, 1,286 issued
and outstanding................................................. 2 2 2
--- --- ---
$ 10 $ 10 $ 10
--- --- ---
--- --- ---
|
The holders of the outstanding Series A, Series B, Series C, Series D, Series E and Series F preferred stock are entitled to annual dividends of $0.198, $0.0246, $0.384, $0.384, $0.42 and $0.696 per share, respectively, when and if declared by the Board of Directors. Such dividends are payable prior to any payment of dividends on the shares of common stock. No dividends have been declared or paid as of December 31, 1998.
QUICKLOGIC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 5--STOCKHOLDERS' EQUITY (CONTINUED)
In the event of liquidation, dissolution or winding up of the Company, the
holders of Series F preferred stock are entitled to receive $6.96 per share plus
declared but unpaid dividends thereon, prior to any distribution to holders of
Series A, Series B, Series C, Series D and Series E preferred stock and holders
of common stock. The holders of Series A, Series B, Series C, Series D and
Series E preferred stock are entitled to receive $1.998, $2.478, $3.84, $3.84
and $4.20 per share, respectively, plus declared but unpaid dividends thereon,
prior to any distribution to holders of common stock. As of December 31, 1998,
the liquidation preference of Series A, Series B, Series C, Series D, Series E
and Series F preferred stock is approximately $40.4 million.
Each share of preferred stock is convertible at the option of the holder into one share of common stock, subject to adjustment for dilutive events, as defined. Each share of preferred stock will be automatically converted into common stock upon the earlier of, (i) closing of an underwritten public offering of the Company's common stock, the aggregate gross proceeds of which exceed $15 million, at a per share issuance price of at least $19.98 or (ii) upon the vote or written consent of holders of at least two-thirds of the total number of shares of Series A, Series B, Series C, Series D, Series E and Series F preferred stock then outstanding.
The holders of the preferred shares have voting rights equivalent to the number of common shares into which the preferred shares are convertible. The Company must obtain the approval of at least two-thirds of the holders of such outstanding preferred shares, voting together as a single class, to alter the preferences, rights or privileges of the preferred stock; create a new class of stock having preference over the Series A, Series B, Series C, Series D, Series E and Series F preferred stock, or increase the authorized number of shares of Series A, Series B, Series C, Series D, Series E or Series F preferred stock.
In January 1992, in conjunction with the issue of Series C preferred stock, the Company issued warrants to purchase 21,875 shares of Series C preferred stock at $3.84 per share. The warrants expired unexercised in January 1999.
COMMON STOCK
In March 1997, in conjunction with the issuance of Series F preferred stock, the Company authorized an additional 20,000,000 shares of common stock for a total authorized amount of 105,000,000 shares of common stock.
NOTE 6--INCOME TAXES
No provision for federal or state income taxes has been recorded for the years ended December 31, 1996 and 1997 as the Company incurred operating losses during these periods. No provision for federal or state income taxes has been recorded for the year ended December 31, 1998 and the six-month period ended June 30, 1999 (unaudited) as the Company had the ability to utilize federal and state net operating loss carryforwards.
QUICKLOGIC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 6--INCOME TAXES (CONTINUED)
A rate reconciliation between income tax provisions at the US federal
statutory rate and the effective rate reflected in the Statement of Operations
is as follows:
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1997 1998
--------- --------- ---------
Provision at statutory rate.................................................. (34)% (34)% 34
Utilization of operating loss and credit carryforwards....................... -- -- (34)
Future benefit of deferred tax assets not recognized......................... 34 34 --
--------- --------- ---------
--% --% --%
--------- --------- ---------
--------- --------- ---------
|
The Company did not have any significant foreign tax liability during the periods presented.
Deferred tax balances are comprised of the following:
DECEMBER 31,
--------------------
1997 1998
--------- ---------
(IN THOUSANDS)
Deferred tax assets:
Net operating loss carryforward........................................ $ 7,252 $ 15,728
Contract termination charge............................................ 7,389 --
Accruals and reserves.................................................. 7,509 5,970
Credit carryforward.................................................... 1,951 2,351
Capitalized research and development................................... 449 633
--------- ---------
24,550 24,682
Valuation allowances..................................................... (24,550) (24,682)
--------- ---------
Deferred tax asset....................................................... $ -- $ --
--------- ---------
--------- ---------
|
Management believes that, based on a number of factors, the available objective evidence creates sufficient uncertainty regarding the realizability of the deferred tax assets such that a full valuation allowance has been recorded. These factors include the Company's history of losses, that the market in which the Company competes is intensely competitive and characterized by rapidly changing technology, the lack of carryback capacity to realize deferred tax assets, and uncertainty regarding market acceptance of the Company's products. The Company will continue to assess the realizability of the deferred tax assets in future periods.
At December 31, 1998, the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $44 million and $21 million, respectively. These carryforwards, if not utilized to offset future taxable income and income taxes payable, will expire in the years 1999 through 2013.
QUICKLOGIC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 6--INCOME TAXES (CONTINUED)
Under the Tax Reform Act of 1986, the amount of and the benefit from net operating losses that can be carried forward may be impaired in certain circumstances. Events which may cause changes in the Company's tax carryovers include, but are not limited to, a cumulative ownership change of more than 50% over a three year period. Since inception, the Company believes cumulative changes in ownership have invoked the loss carryforward deduction limitation under IRC Section382. However, the Company believes that such limitations will not have a material effect on the future utilization of the losses.
NOTE 7--EMPLOYEE AND DIRECTOR BENEFIT PLANS
1989 STOCK OPTION PLAN
In July 1996, the 1989 Stock Plan (the "Plan") was amended to allow options to be exercised prior to vesting. Unvested shares are deposited to an escrow agent and the Company has a right to repurchase unvested shares at the original issuance price if the employee is terminated. In April 1999, an additional 1,333,000 shares were authorized for issuance. The Plan provides for the issuance of incentive and nonqualified options for the purchase of up to 4,617,000 shares of Common Stock. Options may be granted to employees, directors and consultants to the Company. The fair value of the Company's common stock was determined by the Board of Directors considering operating results, current legal developments, product life cycle, general market conditions, independent valuations and other relevant factors.
The following table summarizes all of the Company's stock option activity and related weighted average exercise price for each of the years ended December 31, 1996, 1997 and 1998 and the six month period ended June 30, 1999:
WEIGHTED
AVERAGE
OPTIONS EXERCISE
OUTSTANDING PRICE
--------------- -----------
(IN THOUSANDS)
Balance at December 31, 1995....................................... 1,373 $ 0.60
Granted.......................................................... 369 0.84
Canceled......................................................... (233) 0.60
Exercised........................................................ (225) 0.54
-----
Balance at December 31, 1996....................................... 1,284 0.66
Granted.......................................................... 1,636 4.53
Canceled......................................................... (558) 5.30
Exercised........................................................ (356) 0.88
-----
Balance at December 31, 1997....................................... 2,006 2.49
Granted.......................................................... 1,151 4.50
Canceled......................................................... (703) 3.26
Exercised........................................................ (89) 1.30
-----
Balance at December 31, 1998....................................... 2,365 3.26
Granted (unaudited).............................................. 395 5.41
Canceled (unaudited)............................................. (186) 4.33
Exercised (unaudited)............................................ (25) 2.31
-----
Balance at June 30, 1999 (unaudited)............................... 2,549 3.55
-----
-----
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QUICKLOGIC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 7--EMPLOYEE AND DIRECTOR BENEFIT PLANS (CONTINUED)
As of December 31, 1998, 223,000 shares were available for grant, 18,000
unvested shares had been exercised and remain subject to the Company's buyback
rights and options to purchase 1,601,000 shares were vested.
On October 20, 1997, the Company repriced options to purchase 316,000 shares of common stock that were issued to employees at exercise prices of $6.00 to $9.00 between April and September 1997 to an exercise price of $4.50. The original vesting terms of these options remained unchanged.
Related weighted average exercise price and contractual life information at December 31, 1998 are as follows:
OPTIONS WITH OUTSTANDING AND REMAINING
EXERCISE PRICES OF: EXERCISABLE SHARES LIFE (YEARS)
-------------------------------------------------------------- ------------------- ---------------
(IN THOUSANDS)
$0.30......................................................... 15 1.1
$0.60......................................................... 450 6.0
$0.90......................................................... 110 7.8
$1.80......................................................... 10 8.1
$3.00......................................................... 426 8.1
$4.50......................................................... 1,354 9.3
-----
2,365
-----
-----
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The weighted average estimated grant date fair values, as defined by SFAS 123, for options granted during 1996, 1997 and 1998 was $3.18, $2.52 and $1.02 per option, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. The Black-Scholes model, as well as other currently accepted option valuation models, was developed to estimate the fair value of freely tradable, fully transferable options without vesting restrictions, which significantly differ from the Company's stock option awards.
The following weighted average assumptions are included in the estimated grant date fair value calculations for grants in 1996, 1997 and 1998:
DECEMBER 31,
-------------------------------
1996 1997 1998
--------- --------- ---------
Expected life (years)............................................... 5.0 5.3 5.3
Risk-free interest rate............................................. 6.05% 6.20% 4.99%
Volatility.......................................................... -- -- --
Dividend yield...................................................... -- -- --
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QUICKLOGIC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 7--EMPLOYEE AND DIRECTOR BENEFIT PLANS (CONTINUED)
Had the Company recorded compensation cost based on the estimated grant date
fair value, as defined by SFAS 123, for awards granted under its stock option
plans, the Company's pro forma net loss would have been as follows for the years
ended December 31, 1996, 1997 and 1998:
DECEMBER 31,
--------------------------------
1996 1997 1998
--------- ---------- ---------
(IN THOUSANDS, EXCEPT PER SHARE
AMOUNTS)
Pro forma net loss............................................ $ (3,676) $ (33,953) $ (663)
Pro forma net loss per share:
Basic....................................................... $ (4.76) $ (10.51) $ (0.16)
Diluted..................................................... $ (4.76) $ (10.51) $ (0.16)
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DEFERRED COMPENSATION
During the year ended December 31, 1996, 1997, 1998 and the six months ended June 30, 1999, the Company granted options and recorded related deferred compensation of $851,000, $1,890,000, $204,000 and $332,000 (unaudited), respectively, net of reversals associated with unvested shares of terminated employees. Such deferred compensation is being amortized ratably over the vesting period of the options.
NOTE 8--RELATED PARTY TRANSACTIONS
TECHNOLOGY DEVELOPMENT AND FOUNDRY SUPPLY AGREEMENT
In October 1992, in conjunction with the issuance of Series D preferred stock, the Company entered into a Technical Transfer, Joint Development License and Foundry Supply Agreement (the "Existing Agreement") with Cypress Semiconductor Corporation ("Cypress"). Cypress owns 100% of the Company's Series D preferred stock. The agreement provides that the Company and Cypress share processing technologies and licenses to market developed FPGA products and that Cypress guarantees the Company certain wafer start capacity. The Company purchased all of its wafers under this agreement during 1996 and 1997.
In March 1997, the Company and Cypress terminated the Existing Agreement, and replaced it with a new arrangement whereby the Company's FPGA products will no longer be second sourced by Cypress. In exchange for the termination of the Existing Agreement and the reversion of the rights to the intellectual property developed thereunder to the Company, the Company paid $4.5 million in cash and agreed to issue 3,037,786 shares of Common Stock to Cypress, resulting in a charge of approximately $23.0 million in the first quarter of 1997. The Company's revenue and net income were not measurably enhanced by the termination of the Existing Agreement nor the reversion of the related rights to the Company-developed intellectual property. The 3,037,786 shares of Common Stock were issued to Cypress on April 1, 1998. In addition, the Company granted Cypress certain contractual rights as to the shares of the Company's stock held by Cypress, including the right to sell shares in an initial public offering. The parties also entered into a new foundry agreement and a cross-license agreement.
QUICKLOGIC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 8--RELATED PARTY TRANSACTIONS (CONTINUED)
NOTES RECEIVABLE FROM STOCKHOLDER
As of December 31, 1998, the Company had $121,000 of demand promissory notes due from a stockholder. The notes bear interest at rates ranging from 6.7% to 8.5% per annum and are secured by shares of the Company's common stock held by the stockholder.
NOTE 9--MANUFACTURING AGREEMENT
In July 1997, the Company entered into a manufacturing agreement with Taiwan Semiconductor Manufacturing Company, Ltd. ("TSMC") for a term of three years renewable annually as a rolling three-year agreement. The agreement guarantees certain capacity availability and requires that a minimum percentage of the total number of wafers required by the Company in any one year are purchased from TSMC (excluding wafers purchased from Cypress and certain other wafer requirements), and requires "take or pay" volume commitments twelve months in length based upon usage forecasts supplied by the Company. Obligations are payable in U.S. dollars. However, the purchase price for wafers shall be adjusted for any fluctuation in the New Taiwan Dollar exchange rate greater than 5%. The Company has committed to purchase approximately $2.8 million under this agreement in 1999. Purchases under this agreement totaled $202,000 and $1.0 million in 1997 and 1998, respectively.
NOTE 10--INFORMATION CONCERNING BUSINESS SEGMENTS AND MAJOR CUSTOMERS
INFORMATION ABOUT GEOGRAPHIC AREAS
All of the Company's sales are originated in the United States. Shipments to some of the Company's distributors are made to centralized purchasing and distributing locations, which in turn sell through to other locations. As a result of these factors, the Company believes that sales to certain geographic locations might be higher or lower, though accurate data is difficult to obtain.
The following is a breakdown of revenues by shipment destination for the years ended 1996, 1997 and 1998:
DECEMBER 31,
-------------------------------
1996 1997 1998
--------- --------- ---------
(IN THOUSANDS)
United States................................................ $ 17,759 $ 16,222 $ 15,784
Germany...................................................... 2,419 1,451 1,800
Other........................................................ 3,580 10,787 12,423
--------- --------- ---------
$ 23,758 $ 28,460 $ 30,007
--------- --------- ---------
--------- --------- ---------
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The countries comprising the "other" category include Japan, the UK, Korea and other countries in western Europe and Asia, none of which individually comprise more than 10% of the Company's sales.
Three customers, distributors of the Company's products, accounted for approximately 27%, 10% and 10% of revenues in 1998. Three customers, distributors of the Company's products, accounted for approximately 20%, 15% and 13% of revenue in 1997. Four customers, distributors of the Company's
QUICKLOGIC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 10--INFORMATION CONCERNING BUSINESS SEGMENTS AND MAJOR CUSTOMERS
(CONTINUED)
products, accounted for 19%, 14%, 12% and 12% of revenue in 1996. All sales are
made from the United States and are denominated in U.S. dollars.
Less than 10% of the Company's long-lived assets, including property and equipment and other assets, were located outside the United States.
NOTE 11--COMMITMENTS
The Company leases its primary facility under a noncancelable operating lease which expires in 2003, and includes an option to renew through 2006. The lease is secured by a $300,000 certificate of deposit which matures in 1999. Rent expense for the years ended December 31, 1996, 1997 and 1998 was approximately $358,000, $478,000 and $531,000, respectively.
The Company also leases certain equipment and leasehold improvements under capital leases which expire in 2003. At December 31, 1998 and 1997, $232,000 of assets acquired under capital leases were included in plant and equipment.
Future minimum lease commitments, excluding property taxes and insurance, are as follows:
OPERATING CAPITAL
LEASES LEASES
----------- -----------
(IN THOUSANDS)
Year Ending December 31,
1999................................................................... $ 594 $ 67
2000................................................................... 632 67
2001................................................................... 638 67
2002................................................................... 664 66
2003 and thereafter.................................................... 590 47
----------- -----
$ 3,118 314
-----------
-----------
Less amount representing interest........................................ (75)
-----
Present value of capital lease obligations............................... 239
Less current portion..................................................... (40)
-----
Long term portion of capital lease obligations........................... $ 199
-----
-----
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NOTE 12--LITIGATION SETTLEMENT
During 1994, Actel Corporation ("Actel"), a competitor of the Company, filed a lawsuit seeking unspecified damages and alleging that the Company's products infringe upon its patents. The Company countersued alleging that Actel's products infringed on the Company's patents. During 1995 and 1996, Actel's suit was amended to include a trade misappropriation claim and additional patent infringement claims. Actel and the Company settled their litigation in August 1998. The Company and Actel have granted each other non-exclusive, royalty free, worldwide, perpetual cross licenses of their existing technology, excluding only certain SRAM technology owned by Actel. The Company has made quarterly payments to Actel since the settlement date. The remainder of the settlement will be paid to Actel immediately after the Company's initial public offering. The agreement also includes certain
QUICKLOGIC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 12--LITIGATION SETTLEMENT (CONTINUED)
assignment and adverse monetary provisions in the event of a change in ownership
of either party. The accrual of $6.5 million at December 31, 1998 (Note 4)
represents the remaining obligation under the settlement.
NOTE 13--SUBSEQUENT EVENTS
In October 1999 the Company reincorporated in Delaware and, in conjunction with such reincorporation, effected a 6-for-1 reverse stock split (the "Reverse Stock Split") of the Company's preferred stock and common stock. All references to the number of shares of preferred stock, common stock and per share amounts have been retroactively restated in the accompanying financial statements to reflect the effect of the Reverse Stock Split. The Board of Directors also approved a recapitalization that authorized 100 million shares of common stock and ten million shares of undesignated preferred stock.
The 1999 Stock Plan was adopted by the Board of Directors in August 1999 and was approved by the stockholders in September 1999. The total number of shares of common stock reserved for issuance under this plan is 5,000,000 shares of common stock, the shares of common stock which have been reserved but unissued under the 1989 Stock Option Plan as of the effective date of the initial public offering (736,828 as of September 30, 1999) and any shares returned to the 1989 plan as a result of the termination of options under the 1989 plan. In addition, commencing January 2000, an annual increase will be added to the 1999 stock plan equal to the lesser of 5,000,000 shares or 5% of the outstanding shares on such date. Unlike the 1989 Stock Plan, the 1999 Stock Plan does not allow for the exercise of stock options prior to vesting.
The 1999 Employee Stock Purchase Plan was adopted by the Board of Directors in August 1999 and was approved by the stockholders in September 1999. The total number of shares of common stock reserved for issuance under this plan is 2,000,000 plus annual increases equal to the lesser of 1,500,000 shares or 4% of the outstanding shares on such date.
[LOGO]
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable by QuickLogic in connection with the sale of the Common Stock being registered hereby, other than underwriting commissions and discounts. All amounts are estimates except the SEC Registration Fee and the NASD filing fee.
SEC Registration Fee............................................ $ 21,315
NASD Filing Fee................................................. 8,167
Nasdaq National Market Listing Fee.............................. 95,000
Blue Sky Fees and Expenses...................................... 5,000
Printing and Engraving Expenses................................. 200,000
Legal Fees and Expenses......................................... 375,000
Accounting Fees and Expenses.................................... 275,000
Transfer Agent and Registrar Fees............................... 10,000
Miscellaneous................................................... 10,518
---------
Total......................................................... $1,000,000
---------
---------
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ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law permits a corporation to include in its charter documents, and in agreements between the corporation and its directors and officers, provisions expanding the scope of indemnification beyond that specifically provided by the current law.
Article IX of the Registrant's Certificate of Incorporation provides for the indemnification of directors to the fullest extent permissible under Delaware law.
Article VI of the Registrant's Bylaws provides for the indemnification of officers, directors and third parties acting on behalf of the Registrant if such person acted in good faith and in a manner reasonably believed to be in and not opposed to the best interest of the Registrant, and, with respect to any criminal action or proceeding, the indemnified party had no reason to believe his or her conduct was unlawful.
The Registrant intends to enter into indemnification agreements with its directors and executive officers, in addition to indemnification provided for in the Registrant's Bylaws, and intends to enter into indemnification agreements with any new directors and executive officers in the future.
The Underwriting Agreement (Exhibit 1.1 hereto) provides for indemnification by the Underwriters of the registrant and its executive officers and directors, and by the registrant of the underwriters for certain liabilities, including liabilities arising under the Securities Act, in connection with matters specifically provided in writing by the Underwriters for inclusion in the Registration Statement.
The Registrant intends to purchase and maintain insurance on behalf of any person who is or was a director or officer against any loss arising from any claim asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions.
See also the undertakings set out in response to Item 17 herein.
II-1
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Since October 1, 1996, the Registrant has issued and sold the following securities:
1. From October 1, 1996 through September 30, 1999, the Registrant issued and sold 595,945 shares of Common Stock to employees of the Registrant at prices ranging from $0.90 to $6.00 per share upon exercise of stock options pursuant to Registrant's 1989 Stock Option Plan, as amended.
2. On November 27, 1996 and January 24, 1997, the Registrant issued and sold to 65 private investors an aggregate of 1,286,020 shares of Series F Preferred Stock at a purchase price per share of Common Stock of $6.96.
3. On March 29, 1997, the Registrant agreed to issue an aggregate of 3,037,786 shares of Common Stock to Cypress Semiconductor Corporation as partial consideration for the termination of the Existing Agreement and the reversion to the Company of certain intellectual property rights developed thereunder.
The above share and dollar amounts reflect the 6 for 1 reverse stock split to be effected upon the reincorporation of the Company in Delaware. The sales of the above securities were deemed to be exempt from registration under the Securities Act, with respect to item 2 above in reliance on Regulation D promulgated under Section 4(2) of the Securities Act, with respect to item 3 above in reliance on Section 4(2) of the Securities Act, and with respect to item 1 above Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving a public offering or transactions pursuant to compensatory benefit plans and contracts relating to compensation as provided under such Rule 701. The recipients of securities in each such transaction represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates and warrants issued in such transactions. All recipients had adequate access, through their relationships with the Company, to information about the Registrant.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS
1.1** Form of Underwriting Agreement.
3.1** Amended and Restated Certificate of Incorporation of the Registrant (Delaware) to
be effective upon closing of the offering.
3.2** Bylaws of the Registrant (Delaware) to be effective upon closing of the offering.
4.1 Specimen Common Stock certificate of the Registrant.
5.1** Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
10.1** Form of Indemnification Agreement for directors and executive officers.
10.2** 1999 Stock Plan and form of Option Agreement thereunder.
10.3** 1999 Employee Stock Purchase Plan.
10.4** 1989 Stock Option Plan.
10.5** Series F Preferred Stock Purchase Agreement dated November 27, 1996 and January
24, 1997 by and among the Registrant and the Purchasers named therein.
10.6+** Termination Agreement dated March 29, 1997 between the Registrant and Cypress
Semiconductor Corporation.
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II-2
10.7** Cross License Agreement dated March 29, 1997 between the Registrant and Cypress
Semiconductor Corporation.
10.8+** Wafer Fabrication Agreement March 29, 1997 between the Registrant and Cypress
Semiconductor Corporation.
10.9** Sixth Amended and Restated Shareholder Agreement dated March 29, 1997 by and among
the Registrant, Cypress Semiconductor Corporation and certain stockholders.
10.10** Sixth Amended and Restated Registration Rights Agreement dated March 29, 1997 by
and among the Registrant, Cypress and certain stockholders.
10.11** Technical Transfer, Joint Development License and Foundry Supply Agreement, dated
October 2, 1992, between the Registrant and Cypress.
10.12** Lease dated June 17, 1995, as amended, between Kairos, LLC and Moffet Orchard
Investors as Landlord and the Registrant for the Registrant's facility located
in Sunnyvale, California.
10.13** Business Loan Agreement dated August 9, 1995 between the Registrant and Silicon
Valley Bank, as amended.
10.14** Loan and Security Agreement dated August 8, 1996 between the Registrant and
Silicon Valley Bank, as amended.
10.15** Export-Import Bank Loan and Security Agreement dated August 8, 1996 between the
Registrant and Silicon Valley Bank.
10.16** First Amended and Restated Common Stock Purchase Agreement dated June 13, 1997
between the Registrant and Cypress.
10.17+ Take or Pay Agreement dated July 21, 1997 between the Registrant and Taiwan
Semiconductor Manufacturing Company, Ltd.
10.18+** Patent Cross License Agreement, dated August 25, 1998, between the Registrant and
Actel Corporation.
16.1** Letter of Deloitte & Touche LLP, Independent Accountants, dated July 28, 1997
regarding change in certifying accountant.
21.1 Subsidiary of the Registrant
23.1 Consent of Independent Accountants.
23.2** Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (See Exhibit
5.1).
24.1** Power of Attorney.
27.1** Financial Data Schedule.
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* Documents to be filed by amendment.
** Previously filed.
+ Certain information in these exhibits has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under 17 C.F.R. Sections 200.80(b)(4), 200.83 and 230.406.
(b) FINANCIAL STATEMENT SCHEDULES
INDEX
-----------
Report of Independent Accountants on Financial Statement Schedules......................................... S-1
Schedule II - Valuation and Qualifying Accounts--Allowance for Doubtful Accounts........................... S-2
Schedule II - Valuation and Qualifying Accounts--Sales Return and Allowance Reserve........................ S-3
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II-3
All other schedules are omitted because they are inapplicable or the requested information is shown in the financial statements of the Registrant or notes thereto.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes to provide to the Underwriters at the closing specified in the Underwriting Agreement certificates in such denominations and registered in such names as required by the Underwriters to permit prompt delivery to each purchaser.
Insofar as indemnification by the Registrant for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 14 or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of Prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Sunnyvale, State of California, on the October 11, 1999.
QUICKLOGIC CORPORATION
By: /s/ E. THOMAS HART*
-----------------------------------------
E. Thomas Hart
PRESIDENT AND CHIEF EXECUTIVE OFFICER
|
Pursuant to the requirements of the Securities Act of 1933, this amendment to registration statement has been signed by the following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
---------------------------- -------------------------- -------------------
President, Chief Executive
/s/ E. THOMAS HART* Officer and Director
---------------------------- (Principal Executive October 11, 1999
E. Thomas Hart Officer)
Vice President, Finance,
/s/ ARTHUR O. WHIPPLE Chief Financial Officer
---------------------------- and Secretary (Principal October 11, 1999
Arthur O. Whipple Financial Officer)
---------------------------- Director
Irwin B. Federman
/s/ HUA-THYE CHUA*
---------------------------- Director October 11, 1999
Hua-Thye Chua
/s/ DONALD P. BEADLE*
---------------------------- Director October 11, 1999
Donald P. Beadle
/s/ MICHAEL J. CALLAHAN*
---------------------------- Director October 11, 1999
Michael J. Callahan
By: /s/ ARTHUR O.
WHIPPLE
----------------------------
Arthur O. Whipple
ATTORNEY-IN-FACT
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II-5
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
To the Board of Directors
of QuickLogic Corporation
Our audits of the consolidated financial statements as of December 31, 1997 and 1998 and for the three years then ended referred to in our report dated June 7, 1999 appearing on page F-2 of the consolidated financial statements in this Registration Statement on Form S-1 also included an audit of the Financial Statement Schedules listed in Item 16(b) in this Registration Statement on Form S-1. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
PRICEWATERHOUSECOOPERS LLP
San Jose, California
June 7, 1999
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
QUICKLOGIC CORPORATION
(in thousands)
ADDITIONS
--------------------------------
CHARGED TO
BALANCE AT CHARGED TO OTHER
BEGINNING COSTS AND ACCOUNTS- DEDUCTIONS- BALANCE AT
DESCRIPTION OF PERIOD EXPENSES DESCRIBE DESCRIBE END OF PERIOD
------------------------------------------------ ------------- --------------- --------------- --------------- ---------------
Year ended December 31, 1998:
Reserves and allowances deducted from asset
accounts; Allowance for Doubtful Accounts $ 226 29 -- (10) $ 245
Year ended December 31, 1997:
Reserves and allowances deducted from asset
accounts; Allowance for Doubtful Accounts $ 105 121 -- -- $ 226
Year ended December 31, 1996:
Reserves and allowances deducted from asset
accounts; Allowance for Doubtful Accounts $ 160 5 -- (60) $ 105
|
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
QUICKLOGIC CORPORATION
(in thousands)
ADDITIONS
------------------------------
CHARGED TO
BALANCE AT CHARGED TO OTHER
BEGINNING COSTS AND ACCOUNTS- DEDUCTIONS- BALANCE AT
DESCRIPTION OF PERIOD EXPENSES DESCRIBE DESCRIBE END OF PERIOD
------------------------------------------------ ----------- ------------- --------------- ----------- -------------
Year ended December 31, 1998:
Reserves and allowances deducted from asset
accounts; Sales Return and Allowance Reserve $ 2,402 5,002 -- (4,377) $ 3,027
Year ended December 31, 1997:
Reserves and allowances deducted from asset
accounts; Sales Return and Allowance Reserve $ 1,979 5,880 -- (5,457) $ 2,402
Year ended December 31, 1996:
Reserves and allowances deducted from asset
accounts; Sales Return and Allowance Reserve $ 522 3,245 -- (1,788) $ 1,979
|
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
---------- ------------------------------------------------------------------------------------------------------
1.1** Form of Underwriting Agreement.
3.1** Amended and Restated Certificate of Incorporation of the Registrant (Delaware) to be effective upon
closing of the offering.
3.2** Bylaws of the Registrant (Delaware) to be effective upon closing of the offering.
4.1 Specimen Common Stock certificate of the Registrant.
5.1** Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
10.1** Form of Indemnification Agreement for directors and executive officers.
10.2** 1999 Stock Plan and form of Option Agreement thereunder.
10.3** 1999 Employee Stock Purchase Plan.
10.4** 1989 Stock Option Plan.
10.5** Series F Preferred Stock Purchase Agreement dated November 27, 1996 and January 24, 1997 by and among
the Registrant and the Purchasers named therein.
10.6+** Termination Agreement dated March 29, 1997 between the Registrant and Cypress Semiconductor
Corporation.
10.7** Cross License Agreement dated March 29, 1997 between the Registrant and Cypress Semiconductor
Corporation.
10.8+** Wafer Fabrication Agreement March 29, 1997 between the Registrant and Cypress Semiconductor
Corporation.
10.9** Sixth Amended and Restated Shareholder Agreement dated March 29, 1997 by and among the Registrant,
Cypress Semiconductor Corporation and certain stockholders.
10.10** Sixth Amended and Restated Registration Rights Agreement dated March 29, 1997 by and among the
Registrant, Cypress and certain stockholders.
10.11** Technical Transfer, Joint Development License and Foundry Supply Agreement, dated October 2, 1992,
between the Registrant and Cypress.
10.12** Lease dated June 17, 1995, as amended, between Kairos, LLC and Moffet Orchard Investors as Landlord
and the Registrant for the Registrant's facility located in Sunnyvale, California.
10.13** Business Loan Agreement dated August 9, 1995 between the Registrant and Silicon Valley Bank, as
amended.
10.14** Loan and Security Agreement dated August 8, 1996 between the Registrant and Silicon Valley Bank, as
amended.
10.15** Export-Import Bank Loan and Security Agreement dated August 8, 1996 between the Registrant and Silicon
Valley Bank.
10.16** First Amended and Restated Common Stock Purchase Agreement dated June 13, 1997 between the Registrant
and Cypress.
10.17+ Take or Pay Agreement dated July 21, 1997 between the Registrant and Taiwan Semiconductor
Manufacturing Company, Ltd.
10.18+** Patent Cross License Agreement, dated August 25, 1998, between the Registrant and Actel Corporation.
16.1** Letter of Deloitte & Touche LLP, Independent Accountants, dated July 28, 1997 regarding change in
certifying accountant.
21.1 Subsidiary of the Registrant
|
EXHIBIT NUMBER DESCRIPTION ---------- ------------------------------------------------------------------------------------------------------ 23.1 Consent of Independent Accountants. 23.2** Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (See Exhibit 5.1). 24.1** Power of Attorney. 27.1** Financial Data Schedule. |
* Documents to be filed by amendment.
** Previously filed.
+ Certain information in these exhibits has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential
treatment request under 17 C.F.R. Sections 200.80(b)(4), 200.83 and 230.406.
EXHIBIT 4.1
[LOGO]
QUICKLOGIC
INCORPORATED UNDER THE LAWS SEE REVERSE FOR
OF THE STATE OF DELAWARE CERTAIN DEFINITIONS
CUSIP 74837P 10 8
|
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE, OF
QUICKLOGIC CORPORATION
transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
Dated:
[SEAL]
/s/ Arthur O. Whipple /s/ E. Thomas Hart
--------------------- -------------------
SECRETARY PRESIDENT AND CHIEF
EXECUTIVE OFFICER
|
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(New York, N.Y.)
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
QUICKLOGIC CORPORATION
A statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights as established, from time to time, by the Certificate of Incorporation of the Corporation and by any certificate of designation, and the number of shares constituting each class and series and the designations thereof, may be obtained by the holder hereof upon request and without charge from the Corporation at its principal office.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- Custodian
TEN ENT -- as tenants by the entireties ------------- -----------
JT TEN -- as joint tenants with right of (Cust) (Minor)
survivorship and not as tenants under Uniform Gifts to Minors
in common Act
--------------------------------
(State)
UNIF TRF MIN ACT -- Custodian (until age )
---------- ----
(Cust)
under Uniform Transfers
------------
(Minor)
to Minors Act
---------------------
(State)
|
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ______________________ hereby sell, assign and transfer unto
________________________________________________________________________ Shares
of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ____________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated ______________________________
X ___________________________________
X ___________________________________ NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed
By______________________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKHOLDERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO
S.E.C. RULE 17Ad-15.
EXHIBIT 10.17
AGREEMENT
BETWEEN
TAIWAN SEMICONDUCTOR MANUFACTURING
COMPANY, LTD.
AND
QUICKLOGIC CORPORATION
JULY 21, 1997
TABLE OF CONTENTS
1. DEFINITIONS............................................................... 4 2. VOLUME COMMITMENT......................................................... 6 3. OBLIGATION TO TAKE OR PAY FEE............................................. 7 4. FAILURE TO PURCHASE THE TAKE OR PAY CAPACITY.............................. 8 5. PRICING................................................................... 8 6. ROYALTIES................................................................. 9 7. SUPPLY.................................................................... 9 8. SHIPMENT.................................................................. 11 9. ACCEPTANCE................................................................ 12 10. ON-SITE INSPECTION AND VENDOR INFORMATION................................ 12 11. WARRANTY................................................................. 12 12. TECHNOLOGY OWNERSHIP [AND LICENSE GRANT]................................. 13 13. CONFIDENTIALITY.......................................................... 16 14. EXPORT CONTROL........................................................... 17 15. INTELLECTUAL PROPERTY INDEMNITY.......................................... 18 16. PROCESS DEVELOPMENT...................................................... 19 17. SORT, ASSEMBLY AND TEST.................................................. 20 18. TERM AND TERMINATION..................................................... 20 19. RECORDS AND AUDITS....................................................... 21 20. BOARD APPROVAL........................................................... 21 21. ASSIGNMENT............................................................... 21 22. LIMITATION OF LIABILITY.................................................. 21 23. NOTICE................................................................... 22 24. GOVERNING LAW AND ARBITRATION............................................ 22 |
* AN ASTERISK INDICATES CONFIDENTIAL MATERIAL THAT HAS BEEN OMITTED FROM THIS DOCUMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
25. FORCE MAJEURE............................................................ 23 26. NON-PUBLICITY............................................................ 23 27. ENTIRE AGREEMENT......................................................... 23 |
MANUFACTURING AGREEMENT
THIS AGREEMENT IS ENTERED INTO, EFFECTIVE JULY 21, 1997 (THE "EFFECTIVE DATE"), BY AND BETWEEN TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD., A COMPANY DULY INCORPORATED UNDER THE LAWS OF THE REPUBLIC OF CHINA, HAVING ITS PRINCIPAL PLACE OF BUSINESS AT NO. 121, PARK AVENUE III, SCIENCE BASED INDUSTRIAL PARK, HSIN-CHU, TAIWAN, R.O.C. ("TSMC"), AND QUICKLOGIC CORPORATION ("QUICKLOGIC") A COMPANY DULY INCORPORATED UNDER THE LAWS OF CALIFORNIA HAVING ITS PRINCIPAL PLACE OF BUSINESS AT 1277 ORLEANS DRIVE, SUNNYVALE, CA 94089-1138.
RECITALS
QUICKLOGIC HAS CONCEIVED OF A TECHNOLOGY KNOWN AS QUICKLOGIC'S VIALINK(R) TECHNOLOGY FOR PROGRAMMABLE INTEGRATED CIRCUITS, AND WISHES TO HAVE TSMC ASSIST QUICKLOGIC IN TRANSFERRING ANDOR DEVELOPING A PRODUCTION PROCESS FOR SUCH TECHNOLOGY AND DESIRES THAT TSMC BE A MANUFACTURING SOURCE FOR INTEGRATED CIRCUITS USING SUCH TECHNOLOGY OR SUCH OTHER PROCESSES AS MAY BE MUTUALLY AGREED BETWEEN THE PARTIES.
TSMC IS IN THE BUSINESS OF MANUFACTURING INTEGRATED CIRCUITS, AND WISHES TO ASSIST QUICKLOGIC WITH THE TRANSFER ANDOR DEVELOPMENT OF A PRODUCTION PROCESS FOR QUICKLOGIC'S VIALINK(R) TECHNOLOGY AND FURTHER DESIRES TO BE A MANUFACTURER OF SUCH INTEGRATED CIRCUITS USING SUCH TECHNOLOGY FOR QUICKLOGIC OR SUCH OTHER PROCESSES AS MAY BE MUTUALLY AGREED BETWEEN THE PARTIES.
AGREEMENT
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND
CONDITIONS CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS:
1. DEFINITIONS
(a) "PROCESS" SHALL MEAN THE PRODUCTION PROCESS DEVELOPED BY TSMC WITH ASSISTANCE FROM QUICKLOGIC TO PRODUCE INTEGRATED CIRCUITS USING QUICKLOGIC'S METAL TO METAL AMORPHOUS SILICON ANTIFUSE VIALINK(R) TECHNOLOGY, OR SUCH PROCESS OR SUCCESSOR PROCESS AS MAY BE MUTUALLY ACCEPTABLE. THE PROCESS SHALL BE USED TO MANUFACTURE THE PRODUCTS DEFINED BELOW.
(b) "PRODUCTS" USED IN THIS AGREEMENT SHALL MEAN THOSE INTEGRATED CIRCUITS DESIGNED BY QUICKLOGIC AND MANUFACTURED FOR QUICKLOGIC BY TSMC UNDER THIS
AGREEMENT. THE PRODUCTS ARE TO BE SOLD IN THE FORM OF UNPROBED WAFERS, PROBED WAFERS, DIE, OR TESTED PACKAGED DIE, SUCH FORM TO BE THE CHOICE OF QUICKLOGIC.
(c) "TSMC COMMITTED CAPACITY" USED IN THIS AGREEMENT SHALL MEAN THE CAPACITY THAT TSMC AGREES TO SUPPLY TO QUICKLOGIC IN ANY CALENDAR YEAR AS SET FORTH IN EXHIBIT A.
(d) "QUICKLOGIC COMMITTED CAPACITY" USED IN THIS AGREEMENT SHALL MEAN THE MINIMUM CAPACITY THAT QUICKLOGIC AGREES TO PURCHASE FROM TSMC PURSUANT TO THIS AGREEMENT IN ANY CALENDAR YEAR. THE QUICKLOGIC COMMITTED CAPACITY SHALL BE THE PERCENTAGE OF THE TSMC COMMITTED CAPACITY AS SET FORTH IN EXHIBIT A.
(e) "TAKE OR PAY CAPACITY" USED IN THIS AGREEMENT SHALL MEAN THAT PART OF
THE QUICKLOGIC COMMITTED CAPACITY FORECASTED AS SPECIFIED IN SECTION 2
(e) FOR A GIVEN QUARTER IN ANY CALENDAR YEAR. THE AGGREGATE OF THE
FOUR QUARTERS OF TAKE OR PAY CAPACITY IN ANY CALENDAR YEAR SHALL BE
EQUAL TO THE QUICKLOGIC COMMITTED CAPACITY FOR THAT YEAR; FOR THE
PURPOSES OF THIS AGREEMENT THIS SHALL MEAN THAT THE FORECASTED TAKE OR
PAY CAPACITY FOR THE FOURTH QUARTER OF ANY CALENDAR YEAR SHALL EQUAL
THE QUICKLOGIC COMMITTED CAPACITY FOR THAT YEAR LESS THE SUM OF THE
PREVIOUS QUARTERS TAKE OR PAY CAPACITY FOR SUCH YEAR.
(f) "TAKE OR PAY FEE" USED IN THIS AGREEMENT SHALL MEAN THE FEE PAID TO TSMC FOR THE DIFFERENCE BETWEEN THE TAKE OR PAY CAPACITY AND THE ACTUAL CAPACITY PURCHASED IN ANY GIVEN QUARTER, PURSUANT TO SECTIONS 2 AND 3 BELOW.
(g) "DATE OF QUALIFICATION" USED IN THIS AGREEMENT SHALL MEAN THE DATE OF COMPLETION OF FULL QUALIFICATION OF THE FIRST QUICKLOGIC PRODUCT. FULL QUALIFICATION AT THE EFFECTIVE DATE IS DEFINED AS PASSING ALL TESTS IN THE FOLLOWING TABLE. THERE MAY BE SOME ADJUSTMENTS MADE BY QUICKLOGIC TO THE TEST CONDITION OR CRITERIA CONSIDERING THAT THIS IS QUICKLOGIC'S FIRST 3.3V PRODUCT WITH 5V TOLERANT IOS.
[ * ]
* AN ASTERISK INDICATES CONFIDENTIAL MATERIAL THAT HAS BEEN OMITTED FROM THIS DOCUMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
(g) "VIALINK TECHNOLOGY" USED IN THIS AGREEMENT SHALL MEAN THE METAL-TO- METAL AMORPHOUS SILICON ANTIFUSE PROCESS DEVELOPED FOR AND BY QUICKLOGIC IN TSMC'S FAB 4 ON A 0.35um FEATURE SIZE PROCESS AS USED TO MANUFACTURE THE PRODUCTS.
2. VOLUME COMMITMENT
(a) QUICKLOGIC AGREES TO PURCHASE FROM TSMC NOT LESS THAN [*] OF THE TOTAL
NUMBER OF WAFERS IN ANY CALENDAR YEAR PURCHASED FROM ALL ITS FOUNDRY
SOURCES, EXCLUDING (i) WAFERS PURCHASED FROM CYPRESS SEMICONDUCTOR,
(ii) WAFERS WHICH DO NOT INCORPORATE AN ANTIFUSE, (iii) WAFERS FOR
WHICH ANY QUICKLOGIC CUSTOMER DEMANDS IN WRITING AN ALTERNATIVE
FOUNDRY SOURCE, (iv) ANY OTHER SOURCE OF WAFERS THAT QUICKLOGIC AND
TSMC MUTUALLY AGREE TO EXCLUDE FROM THIS CALCULATION. QUICKLOGIC AND
TSMC WILL MAKE A GOOD FAITH EFFORT TO MAINTAIN QUICKLOGIC'S ANTIFUSE
WAFER VOLUME AS BEING [*] OR GREATER AS PROVIDED BY TSMC. "WAFERS"
USED IN THIS PARAGRAPH 2(a) REFER TO 8" WAFERS OR EQUIVALENT NUMBER OF
OTHER SIZES OF WAFERS.
(b) QUICKLOGIC AGREES TO PURCHASE FROM TSMC THE QUICKLOGIC COMMITTED CAPACITY, AND SUBJECT TO THE PAYMENT OF THE TAKE OR PAY FEE BY QUICKLOGIC UNDER SECTION 3 BELOW, TSMC AGREES TO PROVIDE TO QUICKLOGIC THE TSMC COMMITTED CAPACITY, AS SET FORTH IN EXHIBIT A.
(c) QUICKLOGIC WILL PROVIDE ANNUALLY, BY OCTOBER 31, A FORECAST OF THE
TOTAL NUMBER OF WAFERS THAT QUICKLOGIC EXPECTS TO PURCHASE FROM TSMC
FOR [*] OR FOR THE REMAINING TERM OF THE AGREEMENT, SUCH FORECAST
BEING FOR ONE (1) YEAR PERIODS COMMENCING ON JANUARY 1 OF THE NEXT
CALENDAR YEAR. THE FIRST CALENDAR YEAR OF EACH SUCH FORECAST IS THE
QUICKLOGIC COMMITTED CAPACITY. QUICKLOGIC WILL MAKE A FIRM COMMITMENT
TO PURCHASE THE NUMBER OF WAFERS FOR [*] EXCEPTING ANY FORECAST PRIOR
TO THE DATE OF QUALIFICATION. FOR THE YEAR IN WHICH THE DATE OF
QUALIFICATION OCCURS, THE QUICKLOGIC COMMITTED CAPACITY, FOR THE
PURPOSE OF DETERMINING THE TAKE OR PAY CAPACITY SHALL MEAN THE
AGGREGATE OF THAT VOLUME OF WAFERS FORECAST, [*] PURSUANT TO PARAGRAPH
2(e), FOLLOWING THE DATE OF QUALIFICATION. THE TAKE OR PAY FEE SHALL
NOT BE APPLIED TO ANY QUARTER PRECEDING AND INCLUDING THE DATE OF
QUALIFICATION.
(d) QUICKLOGIC WILL PROVIDE TSMC A [*] FORECAST COMMENCING ON THE CALENDAR QUARTER FOLLOWING THE DATE OF QUALIFICATION. SUCH FORECAST SHALL BE BINDING FOR THE PURPOSES OF DETERMINING THE DATE OF [*].
* AN ASTERISK INDICATES CONFIDENTIAL MATERIAL THAT HAS BEEN OMITTED FROM THIS DOCUMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
(e) ON OR BEFORE THE LAST DAY OF EACH CALENDAR QUARTER QUICKLOGIC AGREES TO PROVIDE TO TSMC A FORECAST BY TECHNOLOGY OF THE TAKE OR PAY CAPACITY FOR THE NEXT [*] THAT QUICKLOGIC WILL PURCHASE OF THE QUICKLOGIC COMMITTED CAPACITY. THE FIRST BINDING SUCH FORECAST SHALL BE PROVIDED FOR THE QUARTER FOLLOWING THE DATE OF QUALIFICATION. THE FORECAST FOR THE TAKE OR PAY CAPACITY FOR THE FIRST QUARTER SHALL THEREAFTER BE BINDING (I.E. QUICKLOGIC AGREES TO PURCHASE [*] FOR THE SHIPMENT IN THE FIRST QUARTER OF THE FORECAST). THE FORECAST FOR THE SECOND QUARTER TAKE OR PAY CAPACITY SHALL BE BINDING WITHIN A DEVIATION NOT TO EXCEED PLUS OR MINUS [*] OF THE NUMBER OF WAFERS FORECAST, PROVIDING THAT THE ABOVE FORECASTS SHALL NOT BE LESS THAN THE QUICKLOGIC COMMITTED CAPACITY IN ANY CALENDAR YEAR.
(f) ALL FORECASTS MUST BE BASED ON WAFERS OUT OF FAB AND MUST INCLUDE QUANTITIES OF WAFERS FROM PREVIOUS FORECASTS THAT ARE CURRENTLY IN PROCESS.
(g) TSMC AGREES TO SHIP, AND QUICKLOGIC AGREES TO ACCEPT, WAFERS OUT AT A LINEAR WEEKLY RATE IN ANY QUARTER UNLESS SPECIFICALLY AGREED OTHERWISE BY MUTUAL NEGOTIATION.
3. OBLIGATION TO TAKE OR PAY FEE
(a) QUICKLOGIC AGREES TO PAY TO TSMC THE TAKE OR PAY FEE AS SET FORTH IN THIS SECTION 3 AND ILLUSTRATED IN EXHIBIT B, EXCEPT AS PROVIDED IN PARAGRAPH 7(c) BELOW. THE TAKE OR PAY FEE FOR ANY CALENDAR QUARTER, ONCE PAID, SHALL BE NON-REFUNDABLE FOR ANY CAUSE NOR SHALL IT BE CREDITED AGAINST ANY PAYMENTS DUE IN ANY SUBSEQUENT CALENDAR QUARTER(S) EXCEPT AS PROVIDED IN PARAGRAPH 3(b) AND 4 BELOW.
(b) IF, IN ANY CALENDAR QUARTER, QUICKLOGIC IS REQUIRED TO PAY A TAKE OR PAY FEE AND IN THE NEXT SUBSEQUENT CALENDAR QUARTER QUICKLOGIC EXCEEDS THE TAKE OR PAY CAPACITY THEN THAT TAKE OR PAY FEE WILL BE CREDITED AGAINST SUCH NEXT SUBSEQUENT CALENDAR QUARTER FOR THE COST OF THOSE ACTUAL WAFERS PURCHASED IN EXCESS OF THE TAKE OR PAY CAPACITY, ON A PER WAFER BASIS, AT A RATE OF [*] PERCENT [*] OF THE PER WAFER TAKE OR PAY FEE.
(c) THE TAKE OR PAY FEE FOR ANY CALENDAR QUARTER WILL BE BASED ON THE SHORTFALL IN NUMBERS OF WAFERS BETWEEN THE TAKE OR PAY CAPACITY AND THE ACTUAL PURCHASED CAPACITY MULTIPLIED BY [*] OF THE AVERAGE PURCHASE PRICE OF WAFERS PURCHASED BY QUICKLOGIC FROM TSMC UNDER THIS AGREEMENT IN THAT QUARTER (AS SHOWN IN EXHIBIT B), PROVIDED THAT THE TOTAL NUMBER OF WAFERS PURCHASED EXCEEDS [*] OF THE QUICKLOGIC COMMITTED CAPACITY. IF THE NUMBER OF WAFERS FALLS BELOW [*] OF THE QUICKLOGIC COMMITTED CAPACITY THE TAKE OR PAY FEE WAFER PRICE WILL BE BASED ON [*] OF THE AVERAGE
* AN ASTERISK INDICATES CONFIDENTIAL MATERIAL THAT HAS BEEN OMITTED FROM THIS DOCUMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
PRICE OF WAFERS PURCHASED UNDER THIS AGREEMENT IN THE LAST QUARTER IN WHICH THE TOTAL NUMBER OF WAFERS PURCHASED EXCEEDED [*] OF THE QUICKLOGIC COMMITTED CAPACITY.
(d) UNLESS OTHERWISE AGREED UPON BY THE PARTIES, PAYMENTS SHALL BE DUE THIRTY (30) DAYS AFTER THE DATE OF TSMC'S INVOICE. ANY PAYMENT MADE UNDER THIS AGREEMENT SHALL BE IN U.S. DOLLARS.
4. FAILURE TO PURCHASE THE TAKE OR PAY CAPACITY
IF IN ANY CALENDAR QUARTER, FOR ANY REASON, QUICKLOGIC DOES NOT INTEND TO USE OR PURCHASE ALL OR A PORTION OF THE TAKE OR PAY CAPACITY FOR THAT CALENDAR QUARTER, QUICKLOGIC SHALL PROMPTLY NOTIFY TSMC OF SUCH IN WRITING. QUICKLOGIC SHALL REMAIN LIABLE FOR THE TAKE OR PAY FEE (AS ILLUSTRATED IN EXHIBIT B) FOR THE REMAINING TERM OF THIS AGREEMENT UNDER SECTION 3 ABOVE. TSMC IS ENTITLED TO SELL OR USE ANY SUCH UNUSED CAPACITY FOR SUCH CALENDAR QUARTER. IF TSMC SELLS SUCH UNUSED CAPACITY, VERIFIED BY THIRD PARTY AUDIT AS PER SECTION 19, QUICKLOGIC WILL RECEIVE [*] REIMBURSEMENT, PER WAFER USED BY TSMC, OF THE TAKE OR PAY FEE PAID FOR THAT QUARTER PURSUANT TO PARAGRAPH 3(b) ABOVE.
5. PRICING
(a) PROVIDED THAT QUICKLOGIC PURCHASES FROM TSMC NOT LESS THAN [*] PERCENT
[*] OF THE TOTAL NUMBER OF WAFERS IN ANY CALENDAR YEAR PURCHASED FROM
ALL QUICKLOGIC'S FOUNDRY SOURCES, EXCLUDING SOURCES AS STATED IN
PARAGRAPH 2(a) AND EXCLUDING WAFERS OBTAINED FROM SOURCES AS A RESULT
OF TSMC'S FAILURE TO DELIVER AS DEFINED IN PARAGRAPH 7(a), QUICKLOGIC
WILL RECEIVE [*] FOR THE PRODUCTS. THIS SHALL BE INTERPRETED AS
FOLLOWS: QUICKLOGIC PRICING SHALL BE IN THE [*] OF PRICES FOR WAFERS
SOLD TO TSMC CUSTOMERS FOR THE SAME TSMC FAB, FOR SIMILAR QUANTITIES
AND LIKE TECHNOLOGY, [*]. SUCH PRICING MAY BE VERIFIED BY QUICKLOGIC
THOUGH A THIRD PARTY AUDIT AS PER SECTION 19. [*].
(b) THE PARTIES SHALL NEGOTIATE IN GOOD FAITH EACH YEAR PRICES FOR THE QUICKLOGIC COMMITTED CAPACITY OF THE FOLLOWING YEAR, AND IF NO AGREEMENT IS REACHED BY THE PARTIES BEFORE OCTOBER EACH YEAR, THE PARTIES AGREE TO SUBMIT THE DISPUTE TO THE BINDING ARBITRATION PURSUANT TO SECTION 24 BELOW, AND UNDER SUCH CIRCUMSTANCES,
* AN ASTERISK INDICATES CONFIDENTIAL MATERIAL THAT HAS BEEN OMITTED FROM THIS DOCUMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
NEITHER PARTY SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT UNDER
SECTION 18 BELOW.
(c) THE PRICES QUOTED IN THIS AGREEMENT ARE BASED UPON THE NEW TAIWAN DOLLARUS DOLLAR CLOSING EXCHANGE RATE ACCORDING TO THE BANK OF TAIPEI AT THE EFFECTIVE DATE. IF THE CLOSING EXCHANGE RATE AT THE DATE OF SHIPMENT EXCEEDS PLUS OR MINUS 5% THE QUOTED EXCHANGE RATE AT THE EFFECTIVE DATE, THE EXCHANGE RATE WILL BE RE-QUOTED TO THIS VALUE. ANY PAYMENT MADE UNDER THIS AGREEMENT SHALL BE MADE IN U.S. DOLLARS.
(d) TSMC AGREES TO OFFER DIE PRICING QUOTATIONS AFTER [*] PRODUCTION WAFERS HAVE BEEN PROCESSED FOR EACH PRODUCT. THE DIE PRICING WILL BE BASED ON CURRENT YIELDS, YIELD TRENDS AND YIELD IMPROVEMENT PLANS THAT ARE IN ACCORDANCE WITH TSMC'S INTERNAL YIELD IMPROVEMENT PLANS.
6. ROYALTIES
IN CONSIDERATION OF THE [*] AGREES TO PAY ROYALTIES IN THE AMOUNT OF
[*] OF THE GROSS REVENUE BASED ON THE [*] MAY CHANGE THIS ROYALTY
AMOUNT AND [*] NOT LESS THAN ONE HUNDRED AND TWENTY (120) DAYS NOTICE IN WRITING PRIOR TO IMPLEMENTING SUCH CHANGE. IF [*] DOES NOT AGREE WITH SUCH CHANGE, THE PARTIES AGREE TO SUBMIT THE DISPUTE TO BINDING ARBITRATION PURSUANT TO SECTION 24 BELOW, AND UNDER SUCH CIRCUMSTANCES, NEITHER PARTY SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT UNDER SECTION 18 BELOW OR TO TERMINATE THE EXISTING ROYALTY PAYMENT UNDER THIS SECTION 6.
(a) REPORTING AND PAYMENT FOR THE PURPOSE OF REPORTING ON AND PAYING THE
ROYALTIES UNDER THIS SECTION 6, [*] A WRITTEN REPORT STATING THE TOTAL
GROSS REVENUE BASED ON [*] DURING THE PERIOD ENDING DECEMBER 31 OF
EACH YEAR. SUCH REVENUES CAN BE VERIFIED BY A THIRD PARTY AUDIT AS PER
SECTION 19. EACH SUCH REPORT SHALL BE GIVEN WITHIN SIXTY (60) DAYS
FOLLOWING THE END OF THE CALENDAR YEAR, AND SHALL BE ACCOMPANIED BY A
CHECK IN FULL PAYMENT OF ALL ROYALTIES DUE FOR SUCH PERIOD.
7. SUPPLY
(a) QUICKLOGIC RESERVES THE RIGHT TO OBTAIN AN ALTERNATIVE SOURCE ("SECOND SOURCE"), FOR UP TO A MAXIMUM OF [*] OF ITS TOTAL NUMBER OF WAFERS FROM
* AN ASTERISK INDICATES CONFIDENTIAL MATERIAL THAT HAS BEEN OMITTED FROM THIS DOCUMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
ALL ITS FOUNDRY SOURCES EXCLUDING SOURCES AS STATED IN PARAGRAPH 2(a) IN ANY ONE YEAR. IN THE EVENT THAT TSMC FAILS TO MEET THE TSMC COMMITTED CAPACITY OR QUICKLOGIC'S MARKET REQUIREMENTS DEFINED AS (i) MARKET CAPACITY, (ii) PRODUCT QUALITY AS PER EXHIBIT E AND F OR (iii) AVERAGE PRODUCT YIELDS AS PER TSMC'S PREDICTED YIELD MODEL FOR ANY PRODUCT, THEN QUICKLOGIC SHALL HAVE THE RIGHT TO SECOND SOURCE THE PRODUCTS WITHOUT REGARD TO QUANTITY LIMITATIONS UNTIL SUCH TIME AS TSMC CAN SUPPLY SUCH COMMITTED CAPACITY OR SUCH QUICKLOGIC MARKET REQUIREMENTS.
(b) IF TSMC IS AWARE OF ANY REASON THAT WILL CAUSE A DELAY IN MEETING ITS COMMITMENT TO SUPPLY PRODUCTS TO QUICKLOGIC, TSMC SHALL BE REQUIRED TO IMMEDIATELY NOTIFY QUICKLOGIC IN WRITING.
(c) IF TSMC FAILS TO DELIVER PRODUCTS ORDERED BY QUICKLOGIC WITHIN THE TSMC COMMITTED CAPACITY, INCLUDING A FAILURE TO DELIVER DUE TO LOW PRODUCT OR PROCESS YIELDS, AND SUCH FAILURE TO DELIVER RESULTS IN A FAILURE BY QUICKLOGIC TO TAKE DELIVERY OF THE TAKE OR PAY CAPACITY, THEN QUICKLOGIC SHALL NOT BE LIABLE FOR THE TAKE OR PAY FEE FOR ANY SHORTFALL IN PRODUCTS RESULTING FROM TSMC'S FAILURE TO DELIVER.
(d) IF TSMC FAILS TO MEET ITS DELIVERY DATES ON TWO OR MORE SUCCESSIVE DELIVERIES BY MORE THAN FOURTEEN (14) DAYS, A SENIOR OFFICER OF QUICKLOGIC WILL DISCUSS THE CAUSE OF THE DELAY WITH THE PRESIDENT OF TSMC, USA AND DISCUSS THE MEANS TO CORRECT THE FAILURES AND TSMC SHALL TAKE SPECIFIC STEPS TO PREVENT SIMILAR EVENTS IN THE FUTURE, THUS ENSURING THAT TSMC MEETS ITS COMMITMENTS. IF THE CORRECTIVE ACTION HAS NOT REMEDIED THE DELAYS IN DELIVERY WITHIN SIXTY (60) CALENDAR DAYS, THE PRESIDENT OF QUICKLOGIC SHALL CALL THE PRESIDENT OF TSMC, LTD., TAIWAN AND TSMC SHALL USE ITS BEST EFFORTS TO REMEDY THE FAILURE TO MEET ITS COMMITMENTS IN THE SHORTEST POSSIBLE TIME. FAILURE OF TSMC TO USE ITS BEST EFFORTS AT SUCH TIME WILL CONSTITUTE A BREACH OF CONTRACT.
(e) QUICKLOGIC SHALL PLACE PURCHASE ORDERS ("PURCHASE ORDERS") FOR SUCH QUANTITIES OF THE WAFERS AS AND WHEN IT REQUIRES. THE PURCHASE ORDERS SHALL BE OPEN PURCHASE ORDERS FOR A FIXED QUANTITY OF THE WAFERS, AND SHALL NORMALLY COVER A [*] PERIOD COMMENCING ONE QUARTER AFTER THE PLACEMENT OF THE PURCHASE ORDER. QUICKLOGIC SHALL ISSUE RELEASE ORDERS FOR QUANTITIES AND MIX OF PRODUCTS AS AND WHEN IT REQUIRES, AGAINST THIS PURCHASE ORDER. SUCH PURCHASE ORDERS CONSTITUTE FIRM PURCHASE OBLIGATIONS ON THE PART OF QUICKLOGIC AND SHALL ONLY BE FINAL SUBJECT TO ACCEPTANCE BY TSMC. TSMC MAY ACCEPT THE PURCHASE ORDER EITHER BY WRITTEN ACKNOWLEDGMENT OR BY SHIPMENT OF THE PRODUCTS ORDERED. ANY SUCH WRITTEN ACKNOWLEDGMENT OR SHIPMENT BY TSMC MAY VARY THE TERMS OF PURCHASE ORDERS CONSISTENT WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT. NOTWITHSTANDING THE ABOVE, THE AVERAGE CYCLE TIME PER MASKING STEP FOR QUICKLOGIC PRODUCTS SHALL BE AT LEAST AS SHORT AS THOSE PRODUCTS SUPPLIED TO OTHER
* AN ASTERISK INDICATES CONFIDENTIAL MATERIAL THAT HAS BEEN OMITTED FROM THIS DOCUMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
TSMC CUSTOMERS USING SIMILAR DEVICE GEOMETRY IN SIMILAR VOLUMES FROM
THE SAME TSMC FAB.
(f) IF QUICKLOGIC NOTIFIES TSMC IN WRITING THAT MODIFICATIONS TO THE QUALITY AND RELIABILITY SPECIFICATIONS IN EXHIBIT F ARE REQUIRED, INCLUDING MODIFICATIONS TO MASK TOOLING OR TESTING, TSMC SHALL USE COMMERCIALLY REASONABLE EFFORTS TO MAKE SUCH MODIFICATIONS WITHIN A REASONABLE PERIOD OF TIME AFTER SUCH QUICKLOGIC NOTIFICATION, PROVIDED THAT ANY ADJUSTMENTS IN PRICE, PRODUCTION, SHIPMENT SCHEDULE, AND ANY OTHER TERMS AND CONDITIONS OF THIS AGREEMENT SHALL MEET WITH TSMC APPROVAL PRIOR TO THE MAKING OF SUCH MODIFICATIONS. IT IS UNDERSTOOD THAT ALL COSTS INCURRED AS A RESULT OF MAKING SUCH MODIFICATIONS (INCLUDING RETOOLING COST) SHALL BE BORNE BY QUICKLOGIC.
(g) QUICKLOGIC MAY, FROM TIME TO TIME, CHANGE THE MIX OF PRODUCTS, OR ADD OR SUBSTITUTE SIMILAR TYPES OF PRODUCTS, MADE USING THE PROCESS, AND TSMC SHALL USE REASONABLE EFFORTS TO PRODUCE SUCH PRODUCTS AS REQUESTED. ALL COSTS INCURRED AS A RESULT OF ADDITIONAL TYPES OF PRODUCTS SHALL BE BORNE BY QUICKLOGIC. THE PRICES FOR ANY ADDITIONAL TYPES OF PRODUCTS WHICH HAD NOT BEEN PREVIOUSLY QUOTED SHALL BE NEGOTIATED BY THE PARTIES.
8. SHIPMENT
(a) UNLESS OTHERWISE AGREED TO BETWEEN THE PARTIES, TSMC SHALL SHIP THE PRODUCTS TO QUICKLOGIC IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE INCOTERMS 1990 EXW (EX WORKS TSMC'S HSIN-CHU FACTORY), THE OUTLINE OF WHICH IS SET FORTH IN EXHIBIT C. TITLE AND RISK OF LOSS SHALL PASS TO QUICKLOGIC UPON SHIPMENT. TSMC SHALL PACKAGE THE PRODUCTS FOR SECURE SHIPMENT ACCORDING TO GOOD MANUFACTURING PRACTICES WITH CONSIDERATION OF THE METHOD OF SHIPMENT CHOSEN. THE DATE OF THE BILL OF LADING OR OTHER RECEIPT ISSUED BY THE CARRIER SHALL BE CONCLUSIVE PROOF OF THE DATE AND FACT OF SHIPMENT OF PRODUCTS.
(b) PARTIAL SHIPMENTS OF PRODUCTS ARE ALLOWED, SO LONG AS FULL SHIPMENT OF THE APPROPRIATE QUANTITIES ARE MADE BY THE SHIPMENT DATES SPECIFIED IN THE RESPECTIVE PURCHASE ORDERS. SUCH PARTIAL SHIPMENTS MAY BE INVOICED INDIVIDUALLY OR IN COMBINATION WITH ALL THE OTHER PARTIAL SHIPMENTS MADE UNDER THE SAME PURCHASE ORDERS.
(c) ANY SHIPMENT OF PRODUCTS MADE WITHIN SEVEN (7) DAYS BEFORE OR AFTER THE SHIPMENT DATE(S) SPECIFIED IN THE PURCHASE ORDERS SHALL CONSTITUTE TIMELY SHIPMENT.
9. ACCEPTANCE
(a) QUICKLOGIC SHALL RECEIVE ALL CONFORMING TENDERS OF THE PRODUCTS SHIPPED UNDER THIS AGREEMENT, AND SHALL NOTIFY TSMC IN WRITING, WITHIN FORTY FIVE (45) DAYS FOLLOWING THE SHIPMENT OF ANY PRODUCTS, AS TO EITHER ACCEPTANCE OR REJECTION THEREOF. IF NO NOTIFICATION INDICATING REJECTION IS RECEIVED BY TSMC WITHIN THE ABOVE TIME PERIOD, THEN SUCH PRODUCTS SHALL BE DEEMED ACCEPTED.
(b) QUICKLOGIC MAY INSPECT THE PRODUCTS AND CARRY OUT TESTING, PRIOR TO ACCEPTANCE THEREOF, AT ITS OWN FACILITIES. THE INSPECTION AND TESTING SHALL BE PERFORMED PURSUANT TO THE METHODS SET FORTH IN EXHIBIT D.
10. ON-SITE INSPECTION AND VENDOR INFORMATION
(a) QUICKLOGIC AND TSMC WILL HOLD A QUALITY AUDIT ONCE PER YEAR AT A TIME AND PLACE TO BE MUTUALLY AGREED UPON BY THE PARTIES.
(b) EXCEPT AS NEEDED FOR PROCESS DEVELOPMENT AND YIELD ENHANCEMENT, AT A FREQUENCY OF NO MORE THAN ONCE A YEAR, QUICKLOGIC MAY SEND ITS REPRESENTATIVES TO INSPECT TSMC'S PRODUCTION FACILITIES INVOLVED IN THE MANUFACTURE OF THE PRODUCTS DURING NORMAL WORKING HOURS, BY GIVING A REASONABLE PRIOR WRITTEN NOTICE TO TSMC.
(c) UPON QUICKLOGIC'S WRITTEN REQUEST, TSMC WILL PROVIDE QUICKLOGIC WITH PROCESS CONTROL INFORMATION AS SET FORTH IN EXHIBIT E, INCLUDING BUT NOT LIMITED TO: PROCESS AND ELECTRICAL TEST YIELD RESULTS, CURRENT PROCESS SPECIFICATIONS, CALIBRATION SCHEDULES AND LOGS FOR EQUIPMENT, ENVIRONMENTAL MONITOR INFORMATION FOR AIR, GASES AND DI WATER, DOCUMENTATION OF OPERATOR QUALIFICATION AND TRAINING, DOCUMENTATION OF TRACEABILITY THROUGH TSMC OPERATION, AND TSMC PROCESS VERIFICATION INFORMATION.
11. WARRANTY
(a) TSMC WARRANTS THAT THE PRODUCTS DELIVERED HEREUNDER SHALL MEET THE QUALITY AND RELIABILITY SPECIFICATIONS AS SET FORTH IN EXHIBIT F AND SHALL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF ONE (1) YEAR FROM THE DATE OF SHIPMENT. IF, DURING THE ONE (1) YEAR PERIOD: (i) TSMC IS NOTIFIED PROMPTLY IN WRITING UPON DISCOVERY OF ANY DEFECT IN THE PRODUCTS, INCLUDING A DETAILED DESCRIPTION OF THE ALLEGED DEFECT; (ii) SUCH PRODUCTS ARE RETURNED TO TSMC, F.O.B. TSMC HSIN-CHU (INCOTERMS 1990) AS SET FORTH IN EXHIBIT C; AND (iii) TSMC'S EXAMINATION OF SUCH PRODUCTS REVEALS THAT SUCH PRODUCTS ARE INDEED DEFECTIVE AND NOT CAUSED BY ACCIDENT, ABUSE, MISUSE, NEGLECT, IMPROPER
INSTALLATION OR PACKAGING, REPAIR OR ALTERATION BY SOMEONE OTHER THAN TSMC, OR IMPROPER TESTING OR USE CONTRARY TO ANY INSTRUCTIONS GIVEN BY TSMC, THEN TSMC SHALL, AT ITS OPTION, EITHER REPAIR, REPLACE, OR CREDIT QUICKLOGIC FOR SUCH DEFECTIVE PRODUCTS. TSMC SHALL RETURN ANY PRODUCTS REPAIRED OR REPLACED UNDER THIS WARRANTY TO QUICKLOGIC TRANSPORTATION PREPAID, AND SHALL REIMBURSE QUICKLOGIC FOR THE TRANSPORTATION CHARGES PAID BY QUICKLOGIC FOR RETURNING SUCH DEFECTIVE PRODUCTS TO TSMC. THE PERFORMANCE OF THIS WARRANTY SHALL NOT ACT TO EXTEND THE ONE (1) YEAR WARRANTY PERIOD FOR ANY PRODUCTS REPAIRED OR REPLACED BEYOND THAT PERIOD APPLICABLE TO SUCH PRODUCTS AS ORIGINALLY DELIVERED.
(b) THE FOREGOING CONSTITUTES TSMC'S EXCLUSIVE LIABILITY, AND QUICKLOGIC'S EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY UNDER THIS AGREEMENT, INCLUDING ANY NON-CONFORMITY OF THE PRODUCTS WITH THE QUALITY AND RELIABILITY SPECIFICATIONS, AND ANY DEFECTS IN MATERIAL OR WORKMANSHIP OF THE PRODUCTS. THE WARRANTY SET FORTH IN THIS SECTION 11 IS THE ONLY WARRANTY THAT APPLIES TO THE PRODUCTS MANUFACTURED BY TSMC HEREUNDER. NO WARRANTY CLAIMS MAY BE MADE TO TSMC FOR THE PRODUCTS, EXCEPT BY QUICKLOGIC, IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
THE FOREGOING WARRANTY SHALL BE EXCLUSIVE AND IN LIEU OF ANY AND ALL OTHER WARRANTIES: EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED.
(c) NOTWITHSTANDING THE PROVISIONS OF SUBSECTION 11(a) ABOVE, PRIOR TO ANY RETURN OF ALLEGEDLY DEFECTIVE PRODUCTS BY QUICKLOGIC PURSUANT TO SUBSECTION 11(a), QUICKLOGIC SHALL FIRST AFFORD TSMC THE OPPORTUNITY, UPON TSMC'S REQUEST, TO INSPECT THE ALLEGEDLY DEFECTIVE PRODUCTS AT QUICKLOGIC'S FACILITIES. IF TSMC THEREBY DETERMINES THAT THE ALLEGEDLY DEFECTIVE PRODUCTS ARE DEFECTIVE OR NON-CONFORMING WITH THE QUALITY AND RELIABILITY SPECIFICATIONS, OR THAT SUCH ALLEGED DEFECTS ARE CAUSED BY DEFECTS IN MATERIAL OR WORKMANSHIP OF TSMC, THEN QUICKLOGIC SHALL BE ENTITLED TO REPAIR, REPLACEMENT OR CREDIT UNDER THIS SUBSECTION.
12. TECHNOLOGY OWNERSHIP AND LICENSE GRANT
(a) QUICKLOGIC SHALL RETAIN OWNERSHIP OF ALL PRODUCTS, DESIGNS, PROCESS TECHNOLOGY EXCLUDING TSMC STANDARD PROCESSES, VIALINK TECHNOLOGY, VIALINK TEST LINE STRUCTURES OR OTHER INFORMATION AND MATERIALS, INCLUDING ALL MATERIAL AND INFORMATION INCLUDED WITHIN ANY MANUFACTURING PACKAGE, PROVIDED TO TSMC FOR THE PURPOSE OF MANUFACTURING THE PRODUCTS. QUICKLOGIC AGREES THAT THE MASK ANDOR THE PROCESS TEST LINES DEVELOPED BY TSMC FOR MANUFACTURING THE PRODUCTS ARE INTELLECTUAL PROPERTY OF TSMC, AND CANNOT BE USED BY QUICKLOGIC OR ANY THIRD
PARTY FOR ANY REASON WITHOUT TSMC'S PRIOR WRITTEN CONSENT. QUICKLOGIC FURTHER AGREES THAT THE INTELLECTUAL PROPERTY PERTAINING TO [*] DEVELOPED BY TSMC FOR MANUFACTURING THE PRODUCTS ARE INTELLECTUAL PROPERTY OF TSMC AND CANNOT BE USED BY QUICKLOGIC OR ANY THIRD PARTY FOR ANY REASON WITHOUT TSMC'S PRIOR WRITTEN CONSENT.
(b) [*] INTO THE PRODUCTS UNDER THIS AGREEMENT AND INTO [*] SOLD TO
OTHER THIRD PARTIES, IN THE [*], IN ACCORDANCE WITH THE TERMS IN
SECTION 12(c) OF THIS AGREEMENT.
(c) [*], A NON-EXCLUSIVE, NON-TRANSFERABLE, WORLD-WIDE, ROYALTY BEARING
LICENSE, WITHOUT RIGHT TO SUBLICENSE, TO MAKE AND OFFER FOR SALE
[*]; PROVIDED, HOWEVER, THAT ALL THIRD PARTIES WHO PURCHASE SUCH [*]
MUST ENTER INTO A WRITTEN AGREEMENT WITH TSMC REPRESENTING THAT THE
[*] WILL BE USED SUBJECT TO IN THE FOLLOWING RESTRICTIONS (i) THE [*]
WILL NOT BE USED ON [*] WITH THE PRODUCTS ON PRODUCTS LISTED IN THE
QUICKLOGIC [*] AVAILABLE TO THE PUBLIC AT THE TIME THAT [*], (ii) [*]
WILL NOT BE USED TO [*] WHICH IS DEFINED AS [*], (iii) [*] WILL NOT BE
USED TO [*]. SUCH WRITTEN AGREEMENTS WILL REMAIN CONFIDENTIAL TO TSMC
UNLESS QUICKLOGIC ASSERTS THAT THERE IS A VIOLATION OF SUCH AN
AGREEMENT BETWEEN TSMC AND A THIRD PARTY AND AT SUCH TIME [*] WILL
[*]. TSMC AGREES THAT ALL SALES UNDER THIS PARAGRAPH 12 (c) TO SUCH
THIRD PARTIES SHALL BE SUBJECT TO THE RESTRICTIONS UNDER THIS
PARAGRAPH 12 (c).
(d) THE [*] UNDER PARAGRAPH 12(c)(ii) AND PARAGRAPH 12(c)(iii) WILL
EXPIRE TWO (2) YEARS AFTER [*] PURCHASES THE TOTAL QUANTITY OF
WAFERS FORECASTED FOR THE [*], SUCH FORECAST WILL BE MADE [*] THE
END OF THE QUARTER IN WHICH THE DATE OF QUALIFICATION OCCURS. IF
QUICKLOGIC FAILS TO PURCHASE THE FORECASTED QUANTITY OF WAFERS AS
DESCRIBED IN THE PRECEDING SENTENCE, [*] 12(c)(ii) AND PARAGRAPH
12(c)(iii) WILL EXPIRE [*] AFTER THE DATE OF QUALIFICATION. THE
RESTRICTIONS UNDER PARAGRAPH 12(c)(i) WHICH [*] IS IN FORCE FOR THE
FULL TERM OF THE LICENSE TO [*]. [*] HAS THE RIGHT TO REMOVE THE
RESTRICTIONS FOR [*]. THE RESTRICTIONS UNDER PARAGRAPHS 12(c)(ii)
AND 12(c)(iii) DO NOT APPLY TO [*] WHICH
* AN ASTERISK INDICATES CONFIDENTIAL MATERIAL THAT HAS BEEN OMITTED FROM THIS DOCUMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
DO NOT [*] UNDER SECTION 12 (I.E., PRODUCTS THAT ARE USED ONLY FOR
[*].
(e) QUICKLOGIC OWNS AND SHALL RETAIN ALL RIGHT, TITLE AND INTEREST IN THE VIALINK TECHNOLOGY AND ANY MODIFICATIONS JOINTLY DEVELOPED BY TSMC AND QUICKLOGIC OR MODIFICATIONS SOLELY DEVELOPED BY QUICKLOGIC THERETO, INCLUDING WITHOUT LIMITATION ALL COPYRIGHTS, PATENTS, TRADE SECRETS AND OTHER INTELLECTUAL PROPERTY RIGHTS THEREIN. TSMC AND QUICKLOGIC AGREE THAT PROCESS STEP MODIFICATIONS TO THE VIALINK TECHNOLOGY THAT WERE SOLELY DEVELOPED BY TMSC WILL BE JOINTLY OWNED BY TSMC AND QUICKLOGIC. TSMC CAN USE SUCH MODIFICATIONS BEYOND THE EXPIRATION OF THE AGREEMENT EXCEPT FOR USE WITH ANY ANTIFUSE PROCESS. ANY MODIFICATIONS TO THE VIALINK TECHNOLOGY MADE BY TSMC REQUIRE THE PRIOR WRITTEN APPROVAL OF QUICKLOGIC. QUICKLOGIC SHALL NOT CLAIM OWNERSHIP RIGHTS IN ANY OTHER METAL-TO-METAL AMORPHOUS SILICON ANTIFUSE THAT WAS INDEPENDENTLY DEVELOPED BY TSMC WITHOUT ANY USE OF THE CONFIDENTIAL INFORMATION (AS DEFINED BELOW) AND BY EMPLOYEES OR OTHER AGENTS WHO HAVE NOT BEEN EXPOSED TO THE CONFIDENTIAL INFORMATION, PROVIDED THAT TSMC CAN DEMONSTRATE SUCH INDEPENDENT DEVELOPMENT BY DOCUMENTED EVIDENCE PREPARED CONTEMPORANEOUSLY WITH SUCH INDEPENDENT DEVELOPMENT.
(f) TSMC SHALL RETAIN OWNERSHIP OF ALL OF ITS PROCESSES AND OTHER INFORMATION AND MATERIALS UTILIZED BY TSMC IN THE MANUFACTURE OF PRODUCTS FOR QUICKLOGIC HEREUNDER. TO THE EXTENT TSMC PROVIDES ANY SUCH MATERIAL OR INFORMATION TO QUICKLOGIC, QUICKLOGIC MAY ONLY USE SUCH INFORMATION TO DESIGN, DEVELOP AND MANUFACTURE ITS PRODUCTS.
(g) THE LICENSE GRANTED IN THIS SECTION 12 IS LIMITED TO [*] AND WILL
EXPIRE AT THE TERMINATION OR EXPIRATION OF THIS AGREEMENT EXCEPT FOR
[*] BEFORE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT. UPON
TERMINATION OR EXPIRATION OF THIS AGREEMENT. [*]FOR OTHER PROCESSES
ARE SUBJECT TO NEGOTIATIONS.
(h) QUICKLOGIC WILL ALLOW PROCESS TECHNOLOGY IMPROVEMENTS LEARNED FROM THE VIALINK TECHNOLOGY DEVELOPMENT TO BE USED WITH TMSC'S STANDARD PROCESSES AS LONG AS THE IMPROVEMENTS ARE NOT USED WITH ANY PROCESS THAT FORMS AN ANTIFUSE.
(i) NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS CONFIRMING BY IMPLICATION, ESTOPPEL OR OTHERWISE UPON EITHER PARTY ANY LICENSE OR OTHER RIGHT EXCEPT AS EXPLICITLY PROVIDED HEREUNDER.
* AN ASTERISK INDICATES CONFIDENTIAL MATERIAL THAT HAS BEEN OMITTED FROM THIS DOCUMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
13. CONFIDENTIALITY
(a) QUICKLOGIC AND TSMC MUST BOTH APPROVE ANY CONFIDENTIAL INFORMATION, SUCH AS DESIGN RULES AND ELECTRICAL SPECIFICATIONS PRIOR TO [*]. NO CONFIDENTIAL INFORMATION, INCLUDING BUT NOT LIMITED TO THE SPECIFICATIONS FOR THE VIALINK TECHNOLOGY, SHALL BE DISCLOSED TO ANY THIRD PARTY [*].
(b) AS USED IN THIS SECTION 13, THE TERM CONFIDENTIAL INFORMATION SHALL MEAN ANY INFORMATION DISCLOSED BY ONE PARTY TO THE OTHER PURSUANT TO THIS AGREEMENT WHICH IS IN WRITTEN, GRAPHIC, MACHINE READABLE OR OTHER TANGIBLE FORM AND IS MARKED "CONFIDENTIAL", "PROPRIETARY" OR IN SOME OTHER MANNER TO INDICATE ITS CONFIDENTIAL NATURE. CONFIDENTIAL INFORMATION MAY ALSO INCLUDE ORAL INFORMATION DISCLOSED BY ONE PARTY TO THE OTHER PURSUANT TO THIS AGREEMENT, PROVIDED THAT SUCH INFORMATION IS DESIGNATED AS CONFIDENTIAL AT THE TIME OF DISCLOSURE AND REDUCED TO A WRITTEN SUMMARY BY THE DISCLOSING PARTY, WITHIN THIRTY (30) DAYS AFTER ITS ORAL DISCLOSURE, WHICH IS MARKED IN A MANNER TO INDICATE ITS CONFIDENTIAL NATURE AND DELIVERED TO THE RECEIVING PARTY. NOTWITHSTANDING ANY FAILURE TO SO IDENTIFY IT, HOWEVER, ALL MATERIALS CONTAINED WITHIN A MANUFACTURING PACKAGE, INCLUDING BUT NOT LIMITED TO PROCESS FLOW, DESIGN RULES, ELECTRICAL TARGETS, TEST STRUCTURES, TEST ALGORITHM, SHALL BE DEEMED CONFIDENTIAL INFORMATION HEREUNDER.
(c) EACH PARTY SHALL TREAT AS CONFIDENTIAL ALL CONFIDENTIAL INFORMATION OF THE OTHER PARTY, SHALL NOT USE SUCH CONFIDENTIAL INFORMATION EXCEPT AS EXPRESSLY SET FORTH HEREIN OR OTHERWISE AUTHORIZED IN WRITING, SHALL IMPLEMENT REASONABLE PROCEDURES TO PROHIBIT THE DISCLOSURE, UNAUTHORIZED DUPLICATION, MISUSE OR REMOVAL OF THE OTHER PARTY'S CONFIDENTIAL INFORMATION AND SHALL NOT DISCLOSE SUCH CONFIDENTIAL INFORMATION TO ANY THIRD PARTY EXCEPT AS MAY BE NECESSARY AND REQUIRED IN CONNECTION WITH THE RIGHTS AND OBLIGATIONS OF SUCH PARTY UNDER THIS AGREEMENT, AND SUBJECT TO CONFIDENTIALITY OBLIGATIONS AT LEAST AS PROTECTIVE AS THOSE SET FORTH HEREIN. WITHOUT LIMITING THE FOREGOING, EACH OF THE PARTIES SHALL USE AT LEAST THE SAME PROCEDURES AND DEGREE OF CARE WHICH IT USES TO PREVENT THE DISCLOSURE OF ITS OWN CONFIDENTIAL INFORMATION OF LIKE IMPORTANCE TO PREVENT THE DISCLOSURE OF CONFIDENTIAL INFORMATION DISCLOSED TO IT BY THE OTHER PARTY UNDER THIS AGREEMENT, BUT IN NO EVENT LESS THAN REASONABLE CARE.
(d) NOTWITHSTANDING THE ABOVE, NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER WITH REGARD TO ANY CONFIDENTIAL INFORMATION OF THE OTHER WHICH:
(i) WAS GENERALLY KNOWN AND AVAILABLE IN THE PUBLIC DOMAIN AT THE TIME IT WAS DISCLOSED OR BECOMES GENERALLY KNOWN AND AVAILABLE IN THE PUBLIC DOMAIN THROUGH NO FAULT OF THE RECEIVER;
* AN ASTERISK INDICATES CONFIDENTIAL MATERIAL THAT HAS BEEN OMITTED FROM THIS DOCUMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
(ii) WAS KNOWN TO THE RECEIVER AT THE TIME OF DISCLOSURE AS SHOWN BY THE FILES OF THE RECEIVER IN EXISTENCE AT THE TIME OF DISCLOSURE;
(iii) IS DISCLOSED WITH THE PRIOR WRITTEN APPROVAL OF THE DISCLOSER;
(iv) WAS INDEPENDENTLY DEVELOPED BY THE RECEIVER WITHOUT ANY USE OF THE CONFIDENTIAL INFORMATION AND BY EMPLOYEES OR OTHER AGENTS OF THE RECEIVER WHO HAVE NOT BEEN EXPOSED TO THE CONFIDENTIAL INFORMATION, PROVIDED THAT THE RECEIVER CAN DEMONSTRATE SUCH INDEPENDENT DEVELOPMENT BY DOCUMENTED EVIDENCE PREPARED CONTEMPORANEOUSLY WITH SUCH INDEPENDENT DEVELOPMENT;
(v) BECOMES KNOWN TO THE RECEIVER FROM A SOURCE OTHER THAN THE DISCLOSER WITHOUT BREACH OF THIS AGREEMENT BY THE RECEIVER AND OTHERWISE NOT IN VIOLATION OF THE DISCLOSER'S RIGHTS; OR
(vi) IS DISCLOSED PURSUANT TO THE ORDER OR REQUIREMENT OF A COURT, ADMINISTRATIVE AGENCY, OR OTHER GOVERNMENTAL BODY; PROVIDED, THAT THE RECEIVER SHALL PROVIDE PROMPT, ADVANCED NOTICE THEREOF TO ENABLE THE DISCLOSER TO SEEK A PROTECTIVE ORDER OR OTHERWISE PREVENT SUCH DISCLOSURE.
(e) EACH PARTY AGREES THAT IT HAS OR THAT IT SHALL OBTAIN THE EXECUTION OF PROPRIETARY NON-DISCLOSURE AGREEMENTS WITH ITS EMPLOYEES, AGENTS AND CONSULTANTS REGARDING USE AND DISCLOSURE OF CONFIDENTIAL INFORMATION AND SHALL IDENTIFY THE OTHER PARTY'S CONFIDENTIAL INFORMATION AS BEING PROTECTED UNDER SUCH AGREEMENT, SHALL DILIGENTLY ENFORCE SUCH AGREEMENTS WITH RESPECT TO THE OTHER PARTY'S CONFIDENTIAL INFORMATION, AND SHALL BE RESPONSIBLE FOR THE ACTIONS OF SUCH EMPLOYEES, AGENTS AND CONSULTANTS IN THIS RESPECT.
(f) IF EITHER PARTY BREACHES ANY OF ITS OBLIGATIONS WITH RESPECT TO CONFIDENTIALITY AND UNAUTHORIZED USE OF CONFIDENTIAL INFORMATION HEREUNDER, THE OTHER PARTY SHALL BE ENTITLED TO EQUITABLE RELIEF TO PROTECT ITS INTEREST THEREIN, INCLUDING BUT NOT LIMITED TO INJUNCTIVE RELIEF, AS WELL AS MONEY DAMAGES.
14. EXPORT CONTROL
TSMC AND QUICKLOGIC ARE SUBJECT TO NATIONAL EXPORT CONTROL REGULATIONS OF THE REPUBLIC OF CHINA AND THE EXPORT ADMINISTRATION REGULATIONS OF THE UNITED STATES OF AMERICA. TSMC AND QUICKLOGIC WILL TAKE ALL APPROPRIATE MEASURES NOT TO VIOLATE THESE REGULATIONS AND WILL KEEP THE OTHER PARTY FULLY HARMLESS FROM ALL DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY VIOLATION. UPON EITHER PARTY'S REQUEST, THE OTHER PARTY SHALL EXECUTE ANY AND ALL DOCUMENTS PROVIDED BY THE
REQUESTING PARTY TO FACILITATE THE SHIPMENT OF THE PRODUCTS IN
COMPLIANCE WITH THE EXPORT CONTROL REGULATIONS.
15. INTELLECTUAL PROPERTY INDEMNITY
(a) SUBJECT TO SUBSECTION 15(b) BELOW, TSMC SHALL, AT ITS EXPENSE AND AT
QUICKLOGIC'S REQUEST, DEFEND ANY CLAIM OR SUIT BROUGHT AGAINST
QUICKLOGIC, TO THE EXTENT THAT SUCH CLAIM ASSERTS THAT THE PROCESS,
EXCLUDING THOSE PARTS OF THE VIALINK TECHNOLOGY USED IN THE PROCESS
THAT WERE PROVIDED TO TSMC BY QUICKLOGIC AND THAT ARE NOT IN USE
WITHIN TSMC ON A PROCESS OTHER THAN THE PROCESS, INFRINGES ANY PATENT,
COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY,
AND TSMC SHALL INDEMNIFY AND HOLD QUICKLOGIC HARMLESS FROM AND AGAINST
ANY COSTS, DAMAGES AND FEES REASONABLY INCURRED BY QUICKLOGIC,
INCLUDING BUT NOT LIMITED TO, ATTORNEY'S FEES THAT ARE ATTRIBUTABLE
TO SUCH CLAIM OR SUIT, PROVIDED THAT: (i) QUICKLOGIC GIVES TSMC
REASONABLY PROMPT NOTICE IN WRITING OF ANY SUCH CLAIM OR SUIT, AND
PERMITS TSMC, THROUGH COUNSEL OF ITS CHOICE, TO ANSWER THE CHARGE OF
INFRINGEMENT AND DEFEND SUCH CLAIM OR SUIT; (ii) QUICKLOGIC PROVIDES
TSMC INFORMATION, ASSISTANCE AND AUTHORITY, AT TSMC'S EXPENSE, TO
ENABLE TSMC TO DEFEND SUCH SUIT OR CLAIM; (iii) TSMC SHALL NOT BE
RESPONSIBLE FOR ANY SETTLEMENT MADE BY QUICKLOGIC WITHOUT TSMC'S
WRITTEN PERMISSION. IN NO EVENT SHALL ANY LIABILITY OF TSMC UNDER THIS
SECTION 15 EXCEED THE TOTAL AMOUNT OF MONEY RECEIVED BY TSMC FROM
QUICKLOGIC AS A RESULT OF THIS AGREEMENT OR [*], WHICH EVER
IS LESS.
(b) SUBJECT TO SUBSECTION 15(a) ABOVE, QUICKLOGIC SHALL, AT ITS EXPENSE AND AT TSMC'S REQUEST, DEFEND ANY CLAIM OR SUIT BROUGHT AGAINST TSMC, TO THE EXTENT THAT IT ASSERTS THAT THE VIALINK TECHNOLOGY, EXCLUDING STEPS OF THE VIALINK TECHNOLOGY THAT WERE NOT PROVIDED TO TSMC BY QUICKLOGIC AND THAT ARE IN USE WITHIN TSMC ON A PROCESS OTHER THAN THE PROCESS, SOLELY WITH RESPECT TO THE PRODUCTS, AS PROVIDED BY QUICKLOGIC PURSUANT TO THIS AGREEMENT INFRINGES ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY AS A RESULT OF SALE OF PRODUCTS BY TSMC TO QUICKLOGIC, AND QUICKLOGIC SHALL INDEMNIFY AND HOLD TSMC HARMLESS FROM AND AGAINST ANY COSTS, DAMAGES AND FEES REASONABLY INCURRED BY TSMC, INCLUDING BUT NOT LIMITED TO, ATTORNEY'S FEES THAT ARE ATTRIBUTABLE TO SUCH CLAIM OR SUIT, PROVIDED THAT: (i) TSMC GIVES QUICKLOGIC REASONABLY PROMPT NOTICE IN WRITING OF ANY SUCH CLAIM OR SUIT, AND PERMITS QUICKLOGIC, THROUGH COUNSEL OF ITS CHOICE, TO ANSWER THE CHARGE OF INFRINGEMENT AND DEFEND SUCH CLAIM OR SUIT; (ii) TSMC PROVIDES QUICKLOGIC INFORMATION, ASSISTANCE AND AUTHORITY, AT QUICKLOGIC'S EXPENSE, TO ENABLE QUICKLOGIC TO DEFEND SUCH SUIT OR CLAIM; (iii) QUICKLOGIC SHALL NOT BE RESPONSIBLE FOR ANY SETTLEMENT MADE BY TSMC WITHOUT QUICKLOGIC'S WRITTEN PERMISSION. IN NO EVENT SHALL ANY LIABILITY OF QUICKLOGIC UNDER THIS SECTION 15 EXCEED THE TOTAL AMOUNT OF
* AN ASTERISK INDICATES CONFIDENTIAL MATERIAL THAT HAS BEEN OMITTED FROM THIS DOCUMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
MONEY ACTUALLY PAID BY QUICKLOGIC TO TSMC AS A RESULT OF THIS
AGREEMENT OR [*], WHICH EVER IS LESS.
(c) THE FOREGOING STATES THE ENTIRE LIABILITY AND EXCLUSIVE REMEDIES OF TSMC AND QUICKLOGIC FOR THIRD PARTY CLAIMS RELATING TO THE PRODUCTS, THE PROCESS AND THE PRODUCTION OF THE PRODUCTS FURNISHED HEREUNDER.
16. PROCESS DEVELOPMENT
(a) QUICKLOGIC WILL PAY UNDER NORMAL COMMERCIAL TERMS FOR ALL MASK TOOLING COSTS FOR THE PRODUCTS AND TEST CHIP(S) OF THE PROCESS EXCEPT FOR REPLACEMENT OF TOOLING DAMAGED THROUGH NEGLIGENCE OF TSMC.
(b) THE PARTIES MAY MUTUALLY AGREE TO MIGRATE THE PROCESS TO SMALLER GEOMETRIES BASED ON COMMERCIAL VIABILITY. BOTH PARTIES WILL NEGOTIATE IN GOOD FAITH THE TERMS AND CONDITIONS OF THE DEVELOPMENT, PRODUCTION AND ANY LICENSING OF SMALLER DEVICE GEOMETRY PROCESSES.
(c) TSMC WILL PAY THE COSTS FOR DEVELOPMENT WAFERS UP TO [*] LOOP TEST
WAFERS AND [*] FULL RUN WAFERS. BEYOND THESE AMOUNTS QUICKLOGIC AND
TSMC WILL SHARE THE COST OF THE DEVELOPMENT AS SHOWN BELOW. FURTHER
IT IS AGREED THAT THE PRICE FOR LOOP TEST WAFERS SHALL NOT EXCEED
[*] OF THE PRICE FOR FULL RUN WAFERS AND THAT THE PRICE FOR SUCH
LOOP TEST WAFERS SHALL BE PRICED CONSISTENT WITH THE TOTAL NUMBER OF
PROCESS MASKING STEPS. FULL RUN WAFERS AND QUALIFICATION WAFERS WILL
BE PRICED THE SAME AS THE PRODUCT WAFERS. FULL RUN WAFERS ARE
DEFINED AS WAFERS USED TO DEVELOP THE PROCESS THAT RECEIVE THE
ENTIRE PROCESS FLOW EXCLUDING WAFERS STARTED AFTER THE DATE OF
QUALIFICATION OR WAFERS FROM WHICH A PRODUCT IS SHIPPED TO ANY
QUICKLOGIC CUSTOMER.
QUICKLOGIC TSMC
LOOP TEST [*] [*]
FULL RUN WAFERS [*] [*]
TEST WAFERS [*] [*]
QUAL WAFERS [*] [*]
MASKS, INCLUDING FRAMING [*] [*]
FOUNDRY MACHINERY AND [*] [*]
MODIFICATIONS [*] [*]
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(d) QUARTERLY PROCESS DEVELOPMENT REVIEWS WILL BE HELD AT MUTUALLY AGREED LOCATION AND TIME.
* AN ASTERISK INDICATES CONFIDENTIAL MATERIAL THAT HAS BEEN OMITTED FROM THIS DOCUMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
17. SORT, ASSEMBLY AND TEST
(a) IT IS THE INTENT OF BOTH TSMC AND QUICKLOGIC THAT WAFER SORT FOR THE PRODUCTS WILL BE ESTABLISHED AT THE LOCATION OF WAFER FABRICATION AT COMPETITIVE PRICES. IT IS QUICKLOGIC'S DESIRE TO PURCHASE SORTED WAFERS FOR THE PRODUCTS ONCE SORT HAS BEEN ESTABLISHED. QUICKLOGIC WILL PROVIDE REASONABLE TECHNICAL ASSISTANCE TO ACHIEVE THIS GOAL. THE TEST PLATFORM AND TEST FIXTURES WILL BE MUTUALLY AGREEABLE. COSTS ASSOCIATED WITH WAFER SORT HARDWARE WILL BE NEGOTIATED BETWEEN QUICKLOGIC, TSMC AND TSMC'S SUBCONTRACTORS. ONCE ESTABLISHED, ALL WAFER SORT PROGRAM CHANGES MUST BE APPROVED BY QUICKLOGIC.
(b) IT IS ALSO THE INTENT OF BOTH PARTIES FOR TSMC TO PROVIDE TO QUICKLOGIC ASSEMBLY AND FINAL TEST SERVICES FOR THE PRODUCTS AT COMPETITIVE PRICES. TO ACHIEVE THIS GOAL, QUICKLOGIC WILL PROVIDE REASONABLE TECHNICAL ASSISTANCE TO BRING UP AND INTEGRATE ASSEMBLY AND FINAL TEST AT MUTUALLY AGREED LOCATION(S). TSMC WILL ASSIST QUICKLOGIC TO GAIN ACCESS TO ALL TOOLING AND SUBSTRATES THAT ARE AVAILABLE TO TSMC. ONCE ESTABLISHED, ALL ASSEMBLY AND FINAL TEST CHANGES MUST BE APPROVED BY QUICKLOGIC.
(c) ALL SORT, ASSEMBLY AND TEST PROGRAMS SHALL BE MUTUALLY AGREED BETWEEN THE PARTIES.
18. TERM AND TERMINATION
(a) THE TERM OF THIS AGREEMENT SHALL COMMENCE FROM THE EFFECTIVE DATE AND CONTINUE FOR A PERIOD OF THREE (3) YEARS, RENEWABLE ANNUALLY AS A ROLLING THREE (3) YEAR AGREEMENT WITHIN FOUR (4) WEEKS PRIOR TO THE ANNIVERSARY OF THE EFFECTIVE DATE.
(b) THIS AGREEMENT MAY BE TERMINATED BY EITHER PARTY IF THE OTHER PARTY:
(i) BREACHES ANY MATERIAL PROVISION OF THIS AGREEMENT AND DOES NOT
CURE OR REMEDY SUCH BREACH WITHIN THIRTY (30) DAYS OF NOTICE OF
BREACH; (ii) BECOMES THE SUBJECT OF A VOLUNTARY OR INVOLUNTARY
PETITION IN BANKRUPTCY OR ANY PROCEEDING RELATING TO INSOLVENCY,
RECEIVERSHIP, LIQUIDATION, OR COMPOSITION FOR THE BENEFIT OF CREDITORS
IF SUCH PETITION OR PROCEEDING IS NOT DISMISSED WITH PREJUDICE WITHIN
SIXTY (60) DAYS AFTER FILING. IF QUICKLOGIC IS THE BREACHING PARTY
UNDER THIS PROVISION, THEN TSMC SHALL BE ENTITLED (i) TO STOP OR
SUSPEND THE PRODUCTION OF THE PRODUCTS UPON GIVING NOTICE TO
QUICKLOGIC, AND (ii) TO THE PAYMENT OF THE PRODUCT PRICES FOR ALL
FINISHED PRODUCTS AND WORK-IN-PROCESS (PARTIALLY FINISHED PRODUCTS)
WHICH ARE IDENTIFIABLE TO THIS AGREEMENT, WITHOUT PREJUDICE TO DAMAGES
THAT MAY BE CLAIMED BY TSMC UNDER APPLICABLE LAW.
(c) IN ADDITION TO SECTION 11 ABOVE, THE PROVISIONS UNDER SECTIONS 6,
12(a), 12(e), 12(f), 12(i), 13, 14, 15, 19, 21, 22, 23, 24, 26 AND 27
SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
19. RECORDS AND AUDITS
TSMC SHALL KEEP FULL, CLEAR, AND ACCURATE RECORDS WITH RESPECT TO THE
(i) TAKE OR PAY CAPACITY SUBJECT TO THE TAKE OR PAY FEE UNDER SECTION
4, (ii) [*] (iii) WAFER PRICING UNDER SECTION 5. QUICKLOGIC SHALL HAVE
THE RIGHT, AT A FREQUENCY OF NOT MORE THAN TWICE EACH YEAR, THROUGH
THE EMPLOYMENT OF A CERTIFIED PUBLIC ACCOUNTANT TO BE MUTUALLY AGREED
UPON BETWEEN THE PARTIES, TO EXAMINE AND AUDIT AT REASONABLE TIMES AND
AT QUICKLOGIC'S EXPENSE, ALL SUCH RECORDS AND SUCH OTHER RECORDS AND
ACCOUNTS OF TSMC AS MAY UNDER RECOGNIZED ACCOUNTING PRACTICES CONTAIN
INFORMATION BEARING UPON THE AMOUNT OF TAKE OR PAY CAPACITY, [*] OR
WAFER PRICING UNDER THIS AGREEMENT. PROMPT ADJUSTMENT SHALL BE MADE BY
TSMC TO COMPENSATE FOR ANY ERRORS OR OMISSIONS DISCLOSED BY SUCH
EXAMINATION OR AUDIT.
20. BOARD APPROVAL
QUICKLOGIC SHALL OBTAIN THE APPROVAL BY ITS BOARD OF DIRECTORS OF THIS AGREEMENT, AND SUBMIT TO TSMC, AT THE TIME OF EXECUTING THIS AGREEMENT, AN AUTHENTIC COPY OF ITS BOARD RESOLUTION AUTHORIZING THE REPRESENTATIVE DESIGNATED BELOW TO EXECUTE THIS AGREEMENT.
21. ASSIGNMENT
NEITHER PARTY SHALL DELEGATE ANY OBLIGATIONS UNDER THIS AGREEMENT OR ASSIGN THIS AGREEMENT OR ANY INTEREST OR RIGHTS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER, EXCEPT THAT QUICKLOGIC'S RIGHTS AND INTEREST UNDER THIS AGREEMENT MAY BE ASSIGNED TO AN ENTITY INTO WHICH QUICKLOGIC HAS MERGED OR THAT HAS OTHERWISE SUCCEEDED TO ALL OR SUBSTANTIALLY ALL OF QUICKLOGIC'S BUSINESS AND ASSETS BY MERGER, REORGANIZATION OR OTHERWISE, AND WHICH HAS ASSUMED IN WRITING OR BY OPERATION OF LAW THE TERMS AND CONDITIONS OF THIS AGREEMENT.
22. LIMITATION OF LIABILITY
EXCEPT FOR TSMC'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15 OR BREACH OF THE CONFIDENTIALITY PROVISION UNDER SECTION 13, IN NO EVENT SHALL TSMC BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS AND LOSS OF USE) RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH TSMC PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, OR RESULTING
* AN ASTERISK INDICATES CONFIDENTIAL MATERIAL THAT HAS BEEN OMITTED FROM THIS DOCUMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
FROM, ARISING OUT OF OR IN CONNECTION WITH TSMC'S PRODUCTION,
SUPPLY, ANDOR SALE OF THE PRODUCTS OR ANY PART THEREOF, WHETHER DUE
TO A BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, OR NEGLIGENCE OF
TSMC, OR OTHERWISE.
23. NOTICE
ALL NOTICES REQUIRED OR PERMITTED TO BE SENT BY EITHER PARTY TO THE
OTHER PARTY UNDER THIS AGREEMENT SHALL BE SENT BY REGISTERED MAIL
POSTAGE PREPAID, OR BY PERSONAL DELIVERY, OR BY FAX. ANY NOTICE GIVEN
BY FAX SHALL BE FOLLOWED BY A CONFIRMATION COPY WITHIN TEN (10) DAYS.
UNLESS CHANGED BY WRITTEN NOTICE GIVEN BY EITHER PARTY TO THE OTHER,
THE ADDRESSES AND FAX NUMBERS OF THE RESPECTIVE PARTIES SHALL BE AS
FOLLOWS:
TO TSMC:
TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY, LTD.
ATTN: MS. C. P. TING
NO. 121, PARK AVENUE 3
SCIENCE BASED INDUSTRIAL PARK
HSIN-CHU, TAIWAN
REPUBLIC OF CHINA FAX: 886-35-781545
TO QUICKLOGIC:
QUICKLOGIC CORPORATION
ATTN: VINCE MCCORD
1277 ORLEANS DRIVE
SUNNYVALE, CA 94089-1138
USA
FAX: (408) 990-4040
24. GOVERNING LAW AND ARBITRATION
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(a) THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.
(b) EACH PARTY WILL MAKE BEST EFFORTS TO RESOLVE AMICABLY ANY DISPUTES OR CLAIMS UNDER THIS AGREEMENT AMONG THE PARTIES. IN THE EVENT THAT A RESOLUTION IS NOT REACHED AMONG THE PARTIES WITHIN THIRTY (30) DAYS AFTER WRITTEN NOTICE BY ANY PARTY OF THE DISPUTE OR CLAIM, THE DISPUTE OR CLAIM SHALL BE FINALLY SETTLED BY BINDING ARBITRATION
IN SAN JOSE IN THE STATE OF CALIFORNIA UNDER THE THEN CURRENT AMERICAN ARBITRATION ASSOCIATION RULES BY THREE (3) ARBITRATORS APPOINTED IN ACCORDANCE WITH SUCH RULES. THE ARBITRATION PROCEEDING SHALL BE CONDUCTED IN ENGLISH. JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.
25. FORCE MAJEURE
NEITHER PARTY SHALL BE RESPONSIBLE FOR ANY DELAY OR FAILURE TO PERFORM UNDER THIS AGREEMENT IF SUCH DELAY OR FAILURE IS CAUSED BY UNFORESEEN CIRCUMSTANCES, OR DUE TO CAUSES BEYOND ITS CONTROL, INCLUDING, BUT NOT LIMITED TO: ACTS OF GOD, WAR, RIOT, EMBARGOES, LABOR STOPPAGES, ACTS OF CIVIL AND MILITARY AUTHORITIES, FIRE, FLOODS, EARTHQUAKES OR ACCIDENTS.
26. NON-PUBLICITY
NO PUBLICITY OR INFORMATION REGARDING THE EXISTENCE OR CONTENTS OF THIS AGREEMENT SHALL BE GIVEN OR RELEASED BY EITHER PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY.
27. ENTIRE AGREEMENT
THIS AGREEMENT AND ATTACHED EXHIBITS A-F CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES AND REPLACES ALL PRIOR OR CONTEMPORANEOUS UNDERSTANDINGS, AGREEMENTS, DEALINGS, AND NEGOTIATIONS, ORAL OR WRITTEN, REGARDING THE SUBJECT MATTER. ANY TERMS AND CONDITIONS LISTED IN THE PURCHASE ORDERS PLACED BY QUICKLOGIC UNDER THIS AGREEMENT SHALL NOT CONSTITUTE PART OF THIS AGREEMENT, NOR AFFECT OR REVISE THE TERMS AND CONDITIONS OF THIS AGREEMENT, EVEN IN CASES SUCH PURCHASE ORDERS ARE SIGNED AND RETURNED BY TSMC, UNLESS BOTH PARTIES EXPRESSLY AGREE IN WRITING TO INCLUDE ANY SUCH TERMS OR CONDITIONS IN THE AGREEMENT. NO MODIFICATION, ALTERATION OR AMENDMENT OF THIS AGREEMENT SHALL BE EFFECTIVE UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. NO WAIVER OF ANY BREACH OR FAILURE BY EITHER PARTY TO ENFORCE ANY PROVISION OF THIS AGREEMENT SHALL BE DEEMED A WAIVER OF ANY OTHER OR SUBSEQUENT BREACH OR A WAIVER OF FUTURE ENFORCEMENT OF THAT OR ANY OTHER PROVISION.
IN WITNESS WHEREOF THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE DULY EXECUTED IN DUPLICATE ON THEIR BEHALF BY THEIR DULY AUTHORIZED OFFICERS AND REPRESENTATIVES ON THE DATE GIVEN ABOVE.
TAIWAN SEMICONDUCTOR QUICKLOGIC CORPORATION MANUFACTURING COMPANY, LTD. /s/ MORRIS CHANG /s/ E. THOMAS HART ------------------------------ ---------------------------- SIGNATURE SIGNATURE MORRIS CHANG E. THOMAS HART ------------------------------ ---------------------------- CHAIRMAN & PRESIDENT PRESIDENT & CEO JULY 21, 1997 21 JULY 1997 ------------------------------ ---------------------------- DATE DATE |
28. LIST OF EXHIBITS
A QUICKLOGICTSMC GOOD FAITH COMMITTED CAPACITY
B TAKE OR PAY FEE
C INCOTERMS
D INSPECTION AND ACCEPTANCE TESTING METHODS
E PROCESS CONTROL INFORMATION
F QUALITY AND RELIABILITY SPECIFICATIONS
EXHIBIT A
QUICKLOGICTSMC
GOOD FAITH COMMITTED CAPACITY
UNIT: 8" WAFER
---------------------------------------------------------------------
1998 1999 2000
---- ---- ----
---------------------------------------------------------------------
TSMC COMMITTED CAPACITY [*] [*] [*]
---------------------------------------------------------------------
% OF TSMC COMMITTED CAPACITY [*] [*] [*]
---------------------------------------------------------------------
---------------------------------------------------------------------
QUICKLOGIC COMMITTED CAPACITY [*] [*] [*]
(% X TSMC COMMITTED CAPACITY)
---------------------------------------------------------------------
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THE ABOVE GOOD FAITH QUICKLOGIC COMMITTED CAPACITY IS SUBJECT TO MODIFICATION PER PARAGRAPH 2(c). THE TSMC COMMITTED CAPACITY SHALL BE MODIFIED IN ACCORDANCE WITH THE PERCENTAGES IN THE TABLE ABOVE
* AN ASTERISK INDICATES CONFIDENTIAL MATERIAL THAT HAS BEEN OMITTED FROM THIS DOCUMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
EXHIBIT B
TAKE OR PAY FEE
YEAR TAKE OR PAY TAKE OR PAY FEE DUE DATE
CAPACITY (UNIT: US$)
------------------------------------------------------------------------
1998 K $ WAFERS PURCHASED
$ WAFERS NOT PURCHASED QUARTERLY
1999 K TO BE NEGOTIATED QUARTERLY
2000 K TO BE NEGOTIATED QUARTERLY
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ILLUSTRATION OF FORMULA
FOR TAKE OR PAY FEE
EXAMPLE: TAKE OR PAY CAPACITY = 1000 WAFERS
NUMBER OF WAFERS PURCHASED = X = 600
AVERAGE PRICE OF WAFER = [*]
TOP FEE PER WAFER NOT PURCHASED = Y = [*]
PURCHASE PRICE TAKE OR PAY FEE TOTAL PAYMENT DUE
------------------------------------------------------------------------
[*] [*] [*]
|
* AN ASTERISK INDICATES CONFIDENTIAL MATERIAL THAT HAS BEEN OMITTED FROM THIS DOCUMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
EXHIBIT C
INCOTERMS
OUTLINE OF INCOTERMS 1990
CHAPTER CONTENTS ------- -------- EXW.............................EX WORKS FCA.............................FREE CARRIER FAS.............................FREE ALONGSIDE SHIP FOB.............................FREE ON BOARD CAR.............................COST AND FREIGHT CIF.............................COST, INSURANCE AND FREIGHT CPT.............................CARRIAGE PAID TO CIP.............................CARRIAGE AND INSURANCE PAID TO DAF.............................DELIVERED AT FRONTIER DES.............................DELIVERED ES SHIP DEQ.............................DELIVERED EX QUAY (DUTY PAID) DDU.............................DELIVERED DUTY UNPAID DDP.............................DELIVERED DUTY PAID |
EXHIBIT D
INSPECTION AND ACCEPTANCE TESTING METHODS
THE FOLLOWING SPECIFICATIONS DESCRIBE THE REQUIREMENTS AND THE MINIMUM CONFORMANCE STANDARD FOR TSMC MANUFACTURED PRODUCTS. THE SPECIFICATIONS LISTED BELOW APPLY TO ALL PRODUCTS MANUFACTURED BY TSMC.
1. TSMC DOCUMENT AG-3100-7101 OUTGOING QA PROCEDURE
2. TSMC PCM DATA
3. TSMC FUNCTIONAL TEST DATA (IF APPLICABLE)
THE ABOVE SPECIFICATIONS IDENTIFY THE ELECTRICAL CRITERIA, MINIMUM YIELD CRITERIA, VISUAL CRITERIA, AND STRUCTURAL AND MECHANICAL STANDARDS THAT ALL TSMC MANUFACTURED PRODUCTS ARE REQUIRED TO MEET.
EXHIBIT E
PROCESS CONTROL INFORMATION
1. PCM SPECIFICATION
2. PCM DATA
3. PCM SPC DATA
4. FUNCTIONAL TEST YIELD DATA
5. IN LINE PROCESS MONITOR DATA
6. IN LINE PROCESS MONITOR SPC DATA
7. FAB PROCESS DEVIATION DISPOSITION PROCEDURE
8. EQUIPMENT CALIBRATION SCHEDULES AND LOGS
9. ENVIRONMENTAL MONITOR DATA FOR AIR, GASES AND DI WATER
10. PROCESS CHANGE NOTICES
EXHIBIT F
QUALITY AND RELIABILITY SPECIFICATIONS
SPECIFICATION NAME SPECIFICATION NUMBER ------------------ -------------------- SPECIFICATION CONTROL SYSTEM AG-3100-0101 POLICY OF PROCESS MATERIAL QUALITY ASSURANCE AG-3100-1001 CALIBRATION SYSTEM AG-3100-3102 OUTGOING QA PROCEDURE AG-3100-7101 MASK (RETICLE) INCOMING INSPECTION AG-3102-0403 GATE OXIDE BV MONITOR OI AG-3110-2701 METAL STEP COVERAGE OI AG-3110-4100 METAL INTEGRITY OI AG-3111-1601 FAB IV SHUTDOWN, DEVIATION, RECOVER NOTICE & PROCEDURE BG-3100-7501 RELIABILITY VT STABILITY TEST PROCEDURE BG-3100-5011 RELIABILITY HOT CARRIER TEST PROCEDURE BG-3120-0002 ENGINEERING CHANGE PROCEDURE AG-3100-0106 |
EXHIBIT 21.1
QuickLogic International, Inc. is a wholly-owned subsidiary of QuickLogic Corporation and is incorporated in the State of Delaware.
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-1 of our reports dated June 7, 1999, except as to Note 13, which is as of October 7, 1999, relating to the consolidated financial statements and consolidated financial schedules of QuickLogic Corporation, which appear in such Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP San Jose, California October 8, 1999 |