UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
(Mark One)
| x | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended June 29, 2002
OR
¨ | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 0-27026
Pericom Semiconductor Corporation
(Exact name of Registrant as specified in its charter)
California | | 77-0254621 |
(State or other jurisdiction of Incorporation or organization) | | (I.R.S. Employer Identification No.) |
|
2380 Bering Drive San Jose, California | | 95131 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (408) 435-0800
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosures of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
The aggregate market value of voting stock held by non-affiliates of the Registrant, based on the closing price of the Common Stock on November 9, 2002 as reported by the Nasdaq National Market was approximately $245,492,000.
As of November 9, 2002 the Registrant had outstanding 25,759,908 shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE:
Parts of the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held December 11, 2002 are incorporated by reference in Part III.
EXPLANATORY NOTE
This amendment to Pericom Semiconductor Corporation’s Annual Report on Form 10-K for the year ended June 29, 2002, which was filed with the Securities and Exchange Commission on September 27, 2002, is being filed to amend the disclosure required pursuant to Item 405 of Regulation S-K which was included in the Registrant’s definitive Proxy Statement on Schedule 14A under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” and incorporated by reference in Part III, Item 10 of the Form 10-K. No other changes have been made to Part III, Item 10. The remainder of the Form 10-K remains as previously filed.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file an initial report of ownership on Form 3 and changes in ownership on Form 4 or 5 with the SEC and The Nasdaq Stock Market. Such officers, directors and ten-percent stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons that no Forms 5 were required for such persons, the Company believes that its executive officers, directors and ten-percent stockholders complied with all Section 16(a) filing requirements applicable to them except as follows: Alex Chi-Ming Hui filed one late Form 5 for one stock option grant in fiscal year 2002; Chi-Hung (John) Hui filed one late Form 5 for one stock option grant in fiscal year 2002; Michael D. Craighead filed one late Form 5 for three stock option grant cancellations in fiscal year 2001 and one late Form 5 for three stock option grants in fiscal year 2002; Tat C. Choi filed one late Form 5 for one stock option grant in fiscal year 2002; Patrick B. Brennan filed one late Form 5 for four stock option grant cancellations in fiscal year 2001 and one late Form 5 for four stock option grants in fiscal year 2002; Gerald V. Beemiller filed one late Form 5 for two stock option grant cancellations in fiscal year 2001 and one late Form 5 for four stock option grants in fiscal year 2002.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PERICOM SEMICONDUCTOR CORPORATION |
|
| By: | | /s/ ALEX C. HUI
|
| | | Alex C. Hui Chief Executive Officer, President and Chairman of the Board of Directors |
|
| Date: November 27, 2002 |
Pursuant to the requirements of the Securities Exchange Act of 1934, the report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
| | Title
| | Date
|
|
/s/ ALEX C. HUI
Alex C. Hui | | Chief Executive Officer, President and Chairman of the Board of Directors (Principal Executive Officer) | | November 27, 2002 |
|
/s/ MICHAEL D. CRAIGHEAD
Michael D. Craighead | | Vice President, Finance & Administration (Principal Financial Officer and Accounting Officer) | | November 27, 2002 |
|
/s/ JOHN CHI-HUNG HUI
John Chi-Hung Hui | | Vice President, Technology and Director | | November 27, 2002 |
|
/s/ JEFFREY YOUNG
Jeffrey Young | | Director | | November 27, 2002 |
|
/s/ TAY THIAM SONG
Tay Thiam Song | | Director | | November 27, 2002 |
|
/s/ MILLARD PHELPS
Millard Phelps | | Director | | November 27, 2002 |
|
/s/ HAU L. LEE
Hau L. Lee | | Director | | November 27, 2002 |
CERTIFICATION
I, Alex C. Hui, certify that:
| | 1. | | I have reviewed this amendment to the annual report on Form 10-K/A of Pericom Semiconductor Corporation; and |
| | 2. | | Based on my knowledge, this amendment to the annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this amendment to the annual report. |
|
| By: | | /s/ ALEX C. HUI
|
| | | Alex C. Hui Chief Executive Officer |
Date: November 27, 2002
CERTIFICATION
I, Michael D. Craighead, certify that:
| | 1. | | I have reviewed this amendment to the annual report on Form 10-K/A of Pericom Semiconductor Corporation; and |
| | 2. | | Based on my knowledge, this amendment to the annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this amendment to the annual report. |
|
| By: | | /s/ MICHAEL D. CRAIGHEAD
|
| | | Michael D. Craighead Chief Financial Officer |
Date: November 27, 2002
