Inventories are stated at the lower of cost, which approximates actual cost on a first-in-first-out basis, or market value. The Company’s standard cost revision policy is to continuously monitor manufacturing variances and revise standard costs when necessary. Because of the cyclicality of the market, inventory levels, obsolescence of technology, and product life cycles, the Company generally writes down inventories to net realizable value based on 12 months forecasted product demand. Actual demand and market conditions may be lower than those projected by the Company. This difference could have a material adverse effect on the Company’s gross margin should inventory write downs beyond those initially recorded become necessary. Alternatively, should actual demand and market conditions be more favorable than those estimated by the Company, gross margin could be favorably impacted in future periods.
The Company evaluates the recoverability of property, plant and equipment in accordance with Statement of Financial Accounting Standards No. 144 (SFAS 144), “Accounting for the Impairment or Disposal of Long-Lived Assets.” The Company performs periodic reviews to determine whether indicators of impairment exist that would indicate that the carrying amounts of property, plant and equipment might not be fully recoverable. If facts and circumstances indicate that the carrying amount of property, plant and equipment might not be fully recoverable, the Company compares projected undiscounted net cash flows associated with the related asset or group of assets over their estimated remaining useful life against their respective carrying amounts. In the event that the projected undiscounted cash flows are not sufficient to recover the carrying value of the assets, the assets are written down to their estimated fair market values based on the expected discounted future cash flows attributable to the assets. Evaluation of impairment of property, plant and equipment requires estimates in the forecast of future operating results that are used in the preparation of the expected future undiscounted cash flows. Actual future operating results and the remaining economic lives of the Company’s property, plant and equipment could differ from the Company’s estimates used in assessing the recoverability of these assets. These differences could result in additional impairment charges, which could have a material adverse impact on the Company’s results of operations.
The Company records a valuation allowance to reduce the net deferred tax assets to the amount that is more likely than not to be realized. In assessing the need for a valuation allowance, historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and practicable tax planning strategies are considered. In the event it is determined that the deferred tax assets to be realized in the future would be in excess of the net recorded amount, an adjustment to the deferred tax asset valuation allowance would be recorded. This adjustment would increase income in the period such determination was made. Likewise, should it be determined that all or part of the net deferred tax asset would not be realized in the future, an adjustment to increase the deferred tax asset valuation allowance would be charged to income in the period such determination would be made.
On a periodic basis the Company evaluates its deferred tax asset balance for realizability. To the extent the Company believes it is more likely than not that some portion of its deferred tax assets will not be realized, the Company will increase the valuation allowance against the deferred tax assets. Realization of the Company’s deferred tax assets is dependent primarily upon future U.S. taxable income. The Company’s judgments regarding future profitability may change due to future market conditions, changes in U.S. or international tax laws and other factors. These changes, if any, may require possible material adjustments to these deferred tax assets, resulting in a reduction in net income or an increase in net loss in the period when such determinations are made.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT’D)
Contingencies
From time to time, the Company receives notices that its products or manufacturing processes may be infringing the patent or intellectual property rights of others. The Company periodically assesses each matter in order to determine if a contingent liability in accordance with Statement of Financial Accounting Standards No. 5 (SFAS 5), “Accounting for Contingencies,” should be recorded. In making this determination, management may, depending on the nature of the matter, consult with internal and external legal counsel and technical experts. Based on the information obtained combined with management’s judgment regarding all the facts and circumstances of each matter, the Company determines whether it is probable that a contingent loss may be incurred and whether the amount of such loss can be estimated. Should a loss be probable and estimable, the Company records a contingent loss in accordance with SFAS 5. In determining the amount of a contingent loss, the Company takes into consideration advice received from experts in the specific matter, current status of legal proceedings, settlement negotiations which may be ongoing, prior case history and other factors. Should the judgments and estimates made by management be incorrect, the Company may need to record additional contingent losses that could materially adversely impact the Company’s results of operations. Alternatively, if the judgments and estimates made by management are incorrect and a particular contingent loss does not occur, the contingent loss recorded would be reversed thus favorably impacting the Company’s results of operations.
RESULTS OF OPERATIONS
Net Revenues
Net revenues were $436.1 million and $338.1 million for the three months ended December 25, 2004 and December 27, 2003, respectively, an increase of 29.0%. Net revenues were $871.1 million and $648.3 million for the six months ended December 25, 2004 and December 27, 2003, respectively, an increase of 34.4%. The increase in net revenues for both the three and six months ended December 25, 2004 as compared to the three and six months ended December 27, 2003 is primarily due to higher unit shipments of the Company’s products.
During the three months ended December 25, 2004 and December 27, 2003, approximately 73%, respectively, of net revenues were derived from customers outside of the United States. During the six months ended December 25, 2004 and December 27, 2003, approximately 74% and 73%, respectively, of net revenues were derived from customers outside of the United States. While the majority of these sales are denominated in U.S. dollars, the Company enters into foreign currency forward contracts to mitigate its risks on firm commitments and net monetary assets denominated in foreign currencies. The impact of changes in foreign exchange rates on revenue and the Company’s results of operations for the three and six months ended December 25, 2004 and December 27, 2003 was immaterial.
Gross Margin
Gross margin as a percentage of net revenues was 72.6% and 69.5% for the three months ended December 25, 2004 and December 27, 2003, respectively. The gross margin percentage for the three months ended December 25, 2004 as compared to the three months ended December 27, 2003 increased primarily due to continued improvement in manufacturing efficiencies. Gross margins for the three months ended December 25, 2004 was negatively impacted due to $4.5 million of inventory write downs.
Gross margin as a percentage of net revenues was 72.5% and 69.8% for the six months ended December 25, 2004 and December 27, 2003, respectively. The gross margin percentage for the six months ended December 25, 2004 as compared to the six months ended December 27, 2003 increased primarily due to continued improvement in manufacturing efficiencies. Gross margins for the six months ended December 25, 2004 and December 27, 2003 were negatively impacted due to $8.7 million and $2.2 million of inventory write downs, respectively.
16
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT’D)
Research and Development
Research and development expenses were $81.0 million and $71.2 million for the three months ended December 25, 2004, and December 27, 2003, respectively, which represented 18.6% and 21.1% of net revenues, respectively. The increase in research and development expenses in absolute dollars is primarily due to $5.8 million resulting from hiring additional engineers to support the Company’s research and development efforts and increases in salary related expenses.
Research and development expenses were $160.1 million and $141.3 million for the six months ended December 25, 2004, and December 27, 2003, respectively, which represented 18.4% and 21.8% of net revenues, respectively. The increase in research and development expenses in absolute dollars is primarily due to $15.3 million resulting from hiring additional engineers to support the Company’s research and development efforts and increases in salary related expenses.
The level of research and development expenditures as a percentage of net revenues will vary from period to period, depending, in part, on the level of net revenues and, in part, on the Company’s success in recruiting the technical personnel needed for its new product introductions and process development. The Company continuously attempts to control and, if possible, reduce expense levels in all areas including research and development. However, the Company views research and development expenditures as critical to maintaining a high level of new product introductions, which in turn are critical to the Company’s plan for future growth.
Selling, General and Administrative
Selling, general and administrative expenses were $25.3 million and $22.2 million for the three months ended December 25, 2004, and December 27, 2003, respectively, which represented 5.8% and 6.6% of net revenues, respectively. The increase in selling, general, and administrative expenses in absolute dollars for the three months ended December 25, 2004 as compared to the three months ended December 27, 2003 is primarily due to $1.3 million increase in headcount related expenses and $0.9 million increase in advertising and marketing costs.
Selling, general and administrative expenses were $50.4 million and $43.6 million for the six months ended December 25, 2004, and December 27, 2003, respectively, which represented 5.8% and 6.7% of net revenues, respectively. The increase in selling, general, and administrative expenses in absolute dollars for the six months ended December 25, 2004 as compared to the six months ended December 27, 2003 is primarily due to $3.0 million increase in headcount related expenses, $2.0 million increase in legal expenses and $1.9 million increase in advertising and marketing costs.
Interest Income and Other, Net
Interest income and other, net was $6.2 million and $12.0 million for the three and six months ended December 25, 2004, respectively, compared to $5.4 million and $10.1 million for the three and six months ended December 27, 2003, respectively. The increase in interest income and other, net for three and six months ended December 25, 2004 as compared to the three and six months ended December 27, 2003 is primarily due to higher average interest rates.
17
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT’D)
Income Taxes
The effective income tax rate for the three and six months ended December 25, 2004 and December 27, 2003 was 33.2% and 33.0%, respectively. The effective rates were lower than the U.S. federal and state combined statutory rate primarily due to tax benefits on export sales.
Realization of the net deferred tax asset of $29.7 million at December 25, 2004 is dependent primarily upon achieving future U.S. taxable income of $80.2 million. The Company believes it is more likely than not that the net deferred tax assets will be realized based on historical earnings and expected levels of future taxable income. Levels of future taxable income are subject to the various risks and uncertainties as described in the Company’s Annual Report on Form 10-K for the fiscal year ended June 26, 2004. An increase in the valuation allowance against net deferred tax assets may be necessary if it becomes more likely than not that all or a portion of the net deferred tax assets will not be realized. The Company periodically assesses the need for increases to the deferred tax asset valuation allowance.
Recently Issued Accounting Pronouncement
In November 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 151 (SFAS 151), “Inventory Costs, an amendment of Accounting Research Bulletin (ARB) No. 43, Chapter 4.” SFAS 151 amends the guidance in ARB No. 43, Chapter 4, “Inventory Pricing” to clarify the accounting for abnormal amounts of idle facility expense, freight handling costs, and wasted material (spoilage). SFAS 151 requires that those items be recognized as current-period charges regardless of whether they meet the criterion of “so abnormal.” In addition, SFAS 151 requires that allocation of fixed production overhead to the costs of conversion be based on the normal capacity of the production facilities. The provisions of SFAS 151 will be effective for fiscal years beginning after June 15, 2005. The Company is currently evaluating the provisions of SFAS 151 and does not believe that its adoption will have a material impact on the Company’s financial condition, results of operations and liquidity.
In December 2004, the FASB issued Statement of Financial Accounting Standards No. 123 (revised 2004) (SFAS 123(R)), “Share-Based Payment.” SFAS 123(R) replaces Statement of Financial Accounting Standards No. 123, “Accounting for Stock Issued to Employees,” and supersedes Accounting Principal Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS 123(R) requires that compensation costs relating to share-based payment transactions be recognized in the consolidated financial statements. Compensation costs will be measured based on the fair value of the equity or liability instruments issued. SFAS 123(R) is effective as of the first interim or annual reporting period that begins after June 15, 2005. The Company is currently evaluating the provisions of SFAS 123(R) and has not yet determined whether to use the modified prospective or the modified restrospective methods allowed by SFAS 123(R), nor has it determined its impact on the Company’s financial condition, results of operations and liquidity beyond the disclosure on Note 2 of the Notes to Condensed Consolidated Financial Statements.
In December 2004, the FASB issued Statement of Financial Accounting Standards No. 153 (SFAS 153), “Exchange of Nonmonetary Assets, an amendment of APB Opinion No. 29, “Accounting for Nonmonetary Transactions.”“ SFAS 153 is based on the principle that exchange of nonmonetary assets should be measured based on the fair market value of the assets exchanged. SFAS 153 eliminates the exception of nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. SFAS 153 is effective for nonmonetary asset exchanges in fiscal periods beginning after June 15, 2005. The Company is currently evaluating the provisions of SFAS 153 and does not believe that its adoption will have a material impact on the Company’s financial condition, results of operations and liquidity.
18
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT’D)
BOOKINGS AND BACKLOG
Bookings during the second quarter of fiscal year 2005 were approximately $353 million, a 6% decrease from the first quarter of fiscal year 2005’s level of $377 million. Turns orders received during the second quarter of fiscal year 2005 were $122 million, a 4% increase from the $117 million received during the first quarter of fiscal year 2005 (turns orders are customer orders that are for delivery within the same quarter and may result in revenue within the same quarter if the Company has available inventory that matches those orders). Bookings decreased in all geographic locations during the second quarter of fiscal year 2005 except Europe, where bookings improved modestly.
Second quarter of fiscal year 2005 ending backlog shippable within the next 12 months was approximately $370 million, including approximately $300 million requested for shipment in the third quarter of fiscal year 2005. The Company’s first quarter of fiscal year 2005 ending backlog shippable within the next 12 months was approximately $458 million, including approximately $377 million that was requested for shipment in the second quarter of fiscal year 2005.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Company’s primary sources of funds for the six months ended December 25, 2004 were from net cash generated from operating activities of $361.4 million and proceeds from the exercises of stock options and purchases of common stock under the Employee Stock Participation Plan of 3.6 million shares in the amount of $54.9 million.
Another source of cash from the Company’s stock option programs is the tax deductions that arise from exercise of options. These tax benefits amounted to $57.9 million in the six months ended December 25, 2004.
The principal uses of funds for the six months ended December 25, 2004 were the repurchase of 1.6 million shares of the Company’s common stock for $72.3 million, the payment of $58.5 million for dividends and the purchase of $97.8 million in property, plant and equipment. The Company believes that it possesses sufficient liquidity and capital resources to fund its property, plant and equipment purchases, common stock repurchases, dividend payments, and operations for at least the next twelve months. The Company plans to continue to repurchase its common stock in fiscal year 2005. The number of shares to be repurchased and the timing of such repurchases will be based on several factors, including the price of the Company’s common stock, general market conditions, level of option exercise activity by the employee base and other factors. See Note 14 of Notes to Condensed Consolidated Financial Statements regarding the status of the Company’s common stock repurchases.
The Company is subject to pending legal proceedings. See Note 10 of the Notes to Condensed Consolidated Financial Statements for information regarding pending litigation. Although the results of such legal proceedings are unpredictable, the Company does not believe that any pending legal proceedings will have a material adverse impact on its liquidity or financial position. However, were LTC or Qualcomm to prevail in their claims against the Company, the Company’s operating results could be materially adversely affected.
The following table provides a summary of the effect on liquidity and cash flows from the Company’s contractual obligations as of December 25, 2004:
(Amounts in thousands) | | Fiscal Year:
2005 | | 2006 | | 2007 | | 2008 | | 2009 | | 2010 and
thereafter | | Total | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(Unaudited) | | | | | | | | | | | | | | | | | | | | | | |
Contractual obligations: | | | | | | | | | | | | | | | | | | | | | | |
Noncancellable operating leases | | $ | 1,760 | | $ | 2,813 | | $ | 1,530 | | $ | 954 | | $ | 458 | | $ | 227 | | $ | 7,742 | |
During the third quarter of fiscal year 2005, the Board of Directors declared a cash dividend of $0.10 per share on the Company’s common stock payable on March 1, 2005 to stockholders of record on February 14, 2005.
19
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT’D)
Off-Balance-Sheet Arrangements
As of December 25, 2004, the Company did not have any material off-balance-sheet arrangements, as defined in Item 303 (a)(4)(ii) of SEC Regulation S-K.
FORWARD-LOOKING INFORMATION AND RISK FACTORS
This Report on Form 10-Q contains forward-looking statements that fall within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements included or incorporated by reference in this Report, other than statements that are purely historical, are forward-looking statements, including statements regarding or implicating the Company’s expectations, intentions, plans, goals and hopes regarding the future. Words such as “anticipates,” “expects,” “intends,” “plans,” believes,” “seeks,” “estimates,” variations of such words and similar expressions identify forward-looking statements. Forward-looking statements in this Report, including this Management’s Discussion and Analysis section, involve risk and uncertainty.
Forward-looking statements include, without limitation, the Company’s expectation that repatriating earnings to take advantage of the American Jobs Creation Act of 2004 will not have a material impact on its financial condition, results of operations and liquidity; the Company’s belief that the ultimate outcome of the LTC litigation, the Qualcomm litigation and any other pending legal proceedings will not have a material adverse effect on the financial position or liquidity of the Company; the Company’s belief that the adoption of the provisions of SFAS 151 and SFAS 153 will not have a material impact on the Company’s financial condition, results of operations and liquidity; the Company’s belief that it is more likely than not that net deferred tax assets will be realized; the Company’s belief that it possesses sufficient liquidity and capital resources to fund operations for at least the next twelve months; the Company’s expectation that it will continue to repurchase its common stock in fiscal year 2005; the Company’s continuous attempts to control and reduce expenses; the Company’s continued use of the intellectual property acquired from a privately-held semiconductor company; and the Company’s table summarizing the effect on liquidity and cash flows from the Company’s contractual obligations as of December 25, 2004.
Actual results could differ materially from those forecasted based upon, among other things, unexpected interpretations of the American Jobs Creation Act of 2004; unexpected outcomes in the Company’s pending litigation and legal proceedings; unexpected interpretations of SFAS 151 and SFAS 153; unexpected changes in earnings and taxable income that adversely affect the realizability of net deferred tax assets; unexpected decline in cash flow; the Company’s ability to repurchase its common stock at favorable prices; the Company’s effectiveness in controlling and reducing expenses; the Company’s ability to use the intellectual property from a privately-held company; and unexpected interpretations of the Company’s contractual obligations as of December 25, 2004.
In addition, future business could be adversely affected by technical difficulties in bringing new products and processes to market in a timely manner; market developments that could adversely affect the growth of the mixed-signal analog market; the Company being unable to sustain its success in recruiting and retaining high-quality personnel; the Company’s success in the markets its products are introduced in; whether, and the extent to which, demand for the Company’s products increases and reflects real end-user demand; customer cancellations and delays of outstanding orders; whether the Company is able to manufacture in a correct mix to respond to orders on hand and new orders received in the future; whether the Company is able to achieve its new product development and introduction goals; whether the Company is able to effectively and successfully manage manufacturing operations; whether the Company is able to successfully commercialize its new technologies; overall worldwide economic conditions; demand for electronic products and semiconductors generally; demand for the end-user products for which the Company’s semiconductors are suited; timely availability of raw materials, equipment, supplies and services; unanticipated manufacturing problems; technological and product development risks; competitors that may outperform the Company; and other risk factors described in the Company’s filings with the Securities and Exchange Commission and in particular its report on Form 10-K for the fiscal year ended June 26, 2004.
20
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT’D)
All forward-looking statements are based on the Company’s current outlook, expectations, estimates, projections, beliefs and plans or objectives about its business and its industry. These statements are not guarantees of future performance and are subject to risk and uncertainty. Actual results could differ materially from those predicted or implied in any such forward-looking statements.
The Company disclaims any duty to and undertakes no obligation to update any forward-looking statement, whether as a result of new information relating to existing conditions, future events or otherwise or to release publicly the results of any future revisions it may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on such statements, which speak only as of the date of this Quarterly Report on Form 10-Q. Readers should carefully review future reports and documents that the Company files from time to time with the Securities and Exchange Commission, such as its annual reports on Form 10-K (particularly Management’s Discussion and Analysis of Financial Condition and Results of Operations) and any current reports on Form 8-K.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company’s market risk has not changed significantly from the interest rate and foreign currency risks disclosed in Item 7A of the Company’s Annual Report on Form 10-K for the fiscal year ended June 26, 2004.
ITEM 4: CONTROLS AND PROCEDURES
As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934 is properly and timely recorded, processed, summarized and reported. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information that the Company is required to disclose in reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
It should be noted that any control system, no matter how well designed and operated, can provide only reasonable assurance to the tested objectives. The design of any control systems is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
There were no changes in the Company’s internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
21
PART II. OTHER INFORMATION
ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c) Information Required by Item 703 of Regulation S-K
The following table summarizes the activity related to stock repurchases for the second quarter of fiscal year 2005.
| | Issuer Repurchases of Equity Securities | |
| |
| |
| | Total Number
of Shares
Purchased | | Average
Price Paid
per Share | | Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs | | Maximum Number of
Shares that May Yet Be
Purchased Under the
Plans or Programs | |
| |
|
| |
|
| |
|
| |
|
| |
Sep. 26, 2004 – Oct. 23, 2004 | | | 45,580 | | $ | 43.89 | | | 45,580 | | | 2,662,960 | |
Oct. 24, 2004 – Nov. 20, 2004 | | | 167,282 | | $ | 43.95 | | | 167,282 | | | 2,495,678 | |
Nov. 21, 2004 – Dec. 25, 2004 | | | 104,954 | | $ | 42.08 | | | 104,954 | | | 2,390,724 | |
| |
|
| | | | |
|
| | | | |
Total for the Quarter | | | 317,816 | | $ | 43.33 | | | 317,816 | | | 2,390,724 | |
| |
|
| | | | |
|
| | | | |
All shares were repurchased pursuant to the Company’s share repurchase program authorized in March 2004 to repurchase up to 10 million shares, which has no expiration date. During the second quarter of fiscal year 2005, the Company purchased 0.3 million shares for $13.8 million. As of December 25, 2004, approximately 2.4 million shares remained available under the repurchase authorization. The number of shares to be repurchased and the timing of such repurchases will be based on several factors, including the price of the Company’s common stock, general market and business conditions, level of option exercise activity by the employee base and other factors.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Stockholders on November 18, 2004. The following proposals were voted on by the Company’s Stockholders and results obtained thereon:
Proposal 1: Election of Directors
The following directors were elected as directors by the votes indicated:
Nominee | | Votes in Favor | | Votes Withheld | |
| |
|
| |
|
| |
James R. Bergman | | | 195,712,427 | | | 98,860,578 | |
John F. Gifford | | | 220,363,388 | | | 74,209,618 | |
B. Kipling Hagopian | | | 270,443,447 | | | 24,129,559 | |
M.D. Sampels | | | 211,511,557 | | | 83,061,449 | |
A.R. Frank Wazzan | | | 266,428,831 | | | 28,144,175 | |
Proposal 2: Ratification and approval of amendment to the Company’s 1987 Employee Stock Participation Plan, as amended, increasing the number of shares available for issuance by 1,500,000 shares from 15,051,567 shares to 16,551,567 shares
The proposal was ratified and approved with 249,785,275 votes in favor, 11,759,945 against, and 1,575,075 abstentions.
Proposal 3: Ratification of Selection of Ernst and Young LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending June 25, 2005
The selection of Ernst & Young LLP as the Company’s independent auditors for fiscal year 2005 was ratified with 286,373,620 votes in favor, 6,705,067 votes against, and 1,494,318 abstentions.
22
ITEM 6: EXHIBITS
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2 Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
ITEMS 1, 3 AND 5 OF PART II HAVE BEEN OMITTED AS THEY ARE NOT APPLICABLE.
23
SIGNATURES
Pursuant to the requirements 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.
February 3, 2005 | MAXIM INTEGRATED PRODUCTS, INC. |
(Date) | (Registrant) |
| |
| /s/ CARL W. JASPER |
|
|
| CARL W. JASPER |
| Vice President,
Chief Financial Officer
(For the Registrant and as
Principal Financial Officer
and as Chief Accounting Officer) |
24
Exhibit Index
31.1 | Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer). |
| |
31.2 | Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer). |
| |
32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer). |
| |
32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer). |
25
