______________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8 - K/A1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 4, 2000
PMC-Sierra, Inc.
(Exact name of registrant as specified in its charter)
- ----------------------- ----------------------- --------------------------------
Delaware 0-19084 94-2925073
- ----------------------- ----------------------- --------------------------------
State of incorporation Commission File Number IRS Employer Identification No.
- ----------------------- ----------------------- --------------------------------
900 East Hamilton Avenue
Suite 250
Campbell, CA 95008
(address of principal executive offices)
Company's telephone number, including area code: (408) 626-2000
-----------------------------------------------
This current report on Form 8-K/A1 amends the current report in it's entirety on
Form 8-K filed by PMC-Sierra, Inc. ("PMC") on June 27, 2000 to add the financial
statements of the business acquired required by Item 7(a) and the pro forma
financial information required by Item 7(b).
Item 2. Acquisition or Disposition of Assets
On June 13, 2000, the Company entered into a definitive agreement for the
purchase of Malleable Technologies, Inc.'s ("Malleable") outstanding common and
preferred shares not already owned by PMC. The purchase price consisted of
approximately 1,693,000 shares of PMC common stock, options and warrants
pursuant to the exercise of a call option held by PMC. The purchase was
completed on June 27, 2000. Malleable is a fabless semiconductor located in San
Jose, California. Malleable makes digital signal processors for
voice-over-packet processing applications which bridge voice and high speed data
networks by compressing voice traffic into ATM or IP packets.
An employee of PMC had served as a director of Malleable since PMC made a 15%
investment in Malleable in July 1999.
PMC will account for the merger as a purchase. PMC expects to record a one-time
charge to earnings during the third quarter of fiscal 2000 due to the
acquisition of technology that has not reached technological feasibility and
that has no alternative future use. The final amount of the charge has not yet
been determined. The Merger is intended to constitute a tax-free reorganization
under Section 368(a) of the Internal Revenue Code.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The following financial statements of the business acquired are
included in this current report.
- Audited balance sheets as of December 31, 1999 and 1998
- Audited statements of operations, stockholders' deficit and cash
flows for the years ended December 31, 1999 and 1998 and cumulative
from July 31, 1997 (inception) through December 31, 1999.
- Unaudited balance sheet as of March 31, 2000 and the unaudited
statements of operations, and cash flows for the three months ended
March 31, 2000 and 1999.
(b) Pro Forma Financial Information
Pursuant to paragraph (b)(1) of Item 7, the unaudited pro forma
combined balance sheet of the PMC and Malleable as at March 26, 2000
and the unaudited pro forma combined statements of operations for the
three months ended March 26, 2000 and for the year ended December
31,1999 are attached. The unaudited pro forma combined financial
statements give effect to the merger of the PMC and Malleable on a
purchase accounting basis. The pro forma combined balance sheet assumes
the merger took place on March 26, 2000 and combines the March 26, 2000
balance sheet of the PMC with the March 31, 2000 balance sheet of
Malleable. The pro forma combined statement of operations for the
fiscal year ended December 31,1999 assumes the merger took place as of
the beginning of the fiscal year and combines the historical operating
results of the PMC and Malleable for the fiscal year ended December
31,1999 with pro forma adjustments. The pro forma combined statement of
operations for the three months ended March 26, 2000 assumes the merger
took place as of the beginning of the most recently completed fiscal
year and combines the PMC's historical operating results for the three
months ended March 26, 2000 and Malleable for the three months ended
March 31, 2000 with pro forma adjustments.
The pro forma information is presented for illustrative purposes only
and is not necessarily indicative of the operating results or financial
position that would have occurred had the acquisition of Malleable by
the PMC been consummated at the beginning of the periods presented, nor
is it necessarily indicative of future operating results or financial
position. These pro forma financial statements are based on and should
be read with the historical combined financial statements and the
related notes thereto of the PMC and Malleable.
- --------------------------------------------------------------------------------
MALLEABLE TECHNOLOGIES, INC.
(A Development Stage Company)
Financial Statements for the Years Ended
December 31, 1999 and 1998 and
Cumulative from July 31, 1997 (Inception)
Through December 31, 1999 and
Independent Auditors' Report
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders
of Malleable Technologies, Inc.:
We have audited the accompanying balance sheets of Malleable Technologies, Inc.,
formerly Malleable Microsystems, Inc. (a development stage company) (the
"Company") as of December 31, 1999 and 1998 and the related statements of
operations, shareholders' equity and cash flows for the years then ended and
cumulative from July 31, 1997 (inception) through December 31, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing standards
in the United States of America. Those standards 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Malleable Technologies, Inc. at
December 31, 1999 and 1998 and the results of its operations and its cash flows
for the years then ended and cumulative from July 31, 1997 (inception) through
December 31, 1999 in conformity with generally accepted accounting principles in
the United States of America.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
March 10, 2000
(June 13, 2000 as to the second paragraph of Note 9)
MALLEABLE TECHNOLOGIES, INC.
(Formerly Malleable Microsystems, Inc.)
(A Development Stage Company)
BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
- --------------------------------------------------------------------------------
ASSETS 1999 1998
CURRENT ASSETS:
Cash and equivalents $ 3,170,682 $ 766,732
Accounts receivable and prepaid expenses 63,227 17,800
--------- --------
Total current assets 3,233,909 784,532
PROPERTY AND EQUIPMENT, Net 911,883 144,425
OTHER ASSETS 206,671 60,647
--------- --------
TOTAL $ 4,352,463 $ 989,604
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 523,746 $ 180,955
Deferred revenue 15,000 42,500
Current portion of capital lease obligations 14,144 -
--------- -------
Total current liabilities 552,890 223,455
--------- --------
NOTES PAYABLE 325,000 425,000
CAPITAL LEASE OBLIGATIONS 11,786 -
SHAREHOLDERS' EQUITY:
Convertible preferred stock, no par value;
authorized 7,631,758 shares in 1999
and 5,000,000 shares in 1998:
Series A - 952,381 shares designated;
shares issued and outstanding:
952,381 in 1999 and 1998 (aggregate
liquidation preference of $437,000) 375,469 375,469
Series B - 6,679,377 shares designated;
shares issued and outstanding:
3,451,855 in 1999 and none in 1998 (aggregate
liquidation preference of $7,162,000) 6,937,043 -
Common stock, no par value; authorized
20,000,000 shares in 1999 and
11,000,000 shares in 1998; shares issued
and outstanding: 7,104,000 in
1999 and 6,488,000 in 1998 45,673 13,180
Warrants 19,252 -
Deficit accumulated during the development stage (3,914,650) (47,500)
----------- --------
Total shareholders' equity 3,462,787 341,149
----------- -------
TOTAL $ 4,352,463 $ 989,604
============ ========
See notes to financial statements.
MALLEABLE TECHNOLOGIES, INC.
(Formerly Malleable Microsystems, Inc.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1999 AND 1998 AND CUMULATIVE FROM
JULY 31, 1997 (INCEPTION) THROUGH DECEMBER 31, 1999
- --------------------------------------------------------------------------------
Cumulative
from
July 31,
1997
(Inception)
Years Ended Through
December 31, December 31,
-----------------------
1999 1998 1999
NET REVENUE - Related party $ 175,682 $ 415,450 $ 596,132
COSTS AND EXPENSES:
Cost of revenue 52,002 328,734 385,736
Research and development 2,885,196 45,000 2,930,196
Selling, general and administrative 1,053,175 83,093 1,137,056
---------- ------- ----------
Total costs and expenses 3,990,373 456,827 4,452,988
---------- -------- ----------
LOSS FROM OPERATIONS (3,814,691) (41,377) (3,856,856)
INTEREST EXPENSE, Net (51,659) (3,735) (55,394)
---------- -------- ----------
LOSS BEFORE INCOME TAXES (3,866,350) (45,112) (3,912,250)
INCOME TAXES 800 800 2,400
----------- -------- -----------
NET LOSS $ (3,867,150) $ (45,912) $ (3,914,650)
=========== ========== ===========
See notes to financial statements.
MALLEABLE TECHNOLOGIES, INC.
(Formerly Malleable Microsystems, Inc.)
(A Development Stage Company)
STATEMENTS OF SHAREHOLDERS' EQUITY
PERIOD FROM JULY 31, 1997 (INCEPTION) THROUGH DECEMBER 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Deficit
Accumulated
During
Deferred the
Convertible Preferred Stock Stock Develop-
--------------------------------------- ompen- ment
Series A Series B Common Stock Warrants ation Stage Total
---------------- ------------------ ------------------
Shares Amount Shares Amount Shares Amount
July 31,1997 - Issuance of
common stock upon
incorporation to founder
in exchange for technology
and cash - $ - - $ - 6,000,000 $ 10,000 - $ - $ - $ 10,000
Net loss (1,588) (1,588)
------- -------- ---------- ---------- ---------- --------- -------- ------ ------------ ----------
BALANCES, December 31, 1997 - - - - 6,000,000 10,000 - - (1,588) 8,412
November 5,1998 - Issuance
of Series A preferred stock
for cash at $0.42 per share,
net of issuance costs
of $24,531 952,381 375,469 - - 375,469
Exercise of common stock
options 488,000 3,180 3,180
Net loss (45,912) (45,912)
------- -------- ---------- ---------- ---------- --------- -------- ------ ------------ ----------
BALANCES, December 31,1998 952,381 375,469 6,488,000 13,180 - - (47,500) 341,149
July 6, 1999 - Issuance of
Series B preferred stock
for cash at $2.00 per share 2,000,000 4,000,000 4,000,000
July 6, 1999 - Issuance
of Series B preferred
stock at $1.80 per share
upon conversion of a note 234,355 421,839 421,839
July 27, 1999 - Issuance
of Series B preferred
stock for cash at
$2.00 per share 1,217,500 2,435,000 2,435,000
Conversion discount on
convertible notes 80,204 80,204
June 1,1999 - Issuance of
warrants 19,252 19,252
Deferred stock compensation 2,893 (2,893) -
Amortization of stock
compensation 2,893 2,893
Exercise of common stock
options 616,000 29,600 29,600
Net loss (3,867,150) (3,867,150)
------- -------- ---------- ---------- ---------- --------- -------- ------ ------------ ----------
BALANCES, December 31,1999 952,381 $375,469 3,451,855 $6,937,043 7,104,000 $ 45,673 $ 19,252 $ - $(3,914,650) $3,462,787
======= ======== ========== ========== ========== ========= ======== ====== ============ ==========
<FN>
See notes to financial statements.
</FN>
MALLEABLE TECHNOLOGIES, INC.
(Formerly Malleable Microsystems, Inc.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1999 AND 1998 AND CUMULATIVE FROM JULY 31, 1997
(INCEPTION)THROUGH DECEMBER 31, 1999
- ----------------------------------------------------------------------------------------------------------------
Cumulative
from
July 31,
1997
(Inception)
Years Ended Through
December 31, December 31,
----------------------------
1999 1998 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(3,867,150) $ (45,912) $ (3,914,650)
Adjustments to reconcile net loss to net cash provided
by (used in) operating activities:
Depreciation and amortization 126,591 4,967 132,180
Noncash interest expense 21,839 - 21,839
Conversion discount on conversion notes 80,204 - 80,204
Issuance of warrants 11,683 - 11,683
Loss on sale of property and equipment 5,648 - 5,648
Stock based compensation expense 2,893 - 2,893
Changes in assets and liabilities:
Accounts receivable and prepaid expense (37,858) (12,800) (55,658)
Accounts payable and accrued liabilities 342,791 169,866 523,746
Deferred revenue (27,500) 42,500 15,000
----------- ------- --------
Net cash provided by (used in) operating activities (3,340,859) 158,621 (3,177,115)
----------- ------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (890,567) 147,799) (1,038,366)
Other assets (155,154) (48,639) (210,016)
---------- -------- ----------
Net cash used in investing activities (1,045,721) (196,438) (1,248,382)
----------- -------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt 325,930 425,000 750,930
Issuance of common stock 29,600 3,180 34,780
Proceeds from sale of preferred stock, net 6,435,000 375,469 6,810,469
----------- -------- ----------
Net cash provided by financing activities 6,790,530 803,649 7,596,179
----------- -------- ----------
NET INCREASE IN CASH AND EQUIVALENTS 2,403,950 765,832 3,170,682
CASH AND EQUIVALENTS, Beginning of period 766,732 900 -
--------- ---------- -----------
CASH AND EQUIVALENTS, End of period $ 3,170,682 $ 766,732 $ 3,170,682
============ ========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid for income taxes $ 800 $ 800 $ 2,400
=========== ========== ===========
Cash paid for interest $ 225 $ 7,035 $ 7,260
=========== ========== ===========
SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS -
Common stock issued in exchange for intellectual property $ - $ - $ 8,000
=========== ========== ===========
Conversion of note payable and accrued interest
to convertible preferred stock $ 421,839 $ - $ 400,000
=========== ========== ==========
Property acquired under capital leases $ 27,000 $ - $ 27,000
=========== ========== ==========
<FN>
See notes to financial statements.
</FN>
Malleable Technologies, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
PERIOD FROM JULY 31, 1997 (INCEPTION) THROUGH DECEMBER 31, 1999
- --------------------------------------------------------------------------------
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization and Basis of Presentation - Malleable Technologies, Inc. (the
"Company"), formerly Malleable Microsystems, Inc., was incorporated in
California on July 31, 1997 to develop and market a reconfigurable
hardware platform that is as efficient in performance, cost, and power, as
hardwired application specific integrated circuits (ASIC's) and provides
customers with a fast time to market for complex, multi-protocol,
computation intensive product applications in digital communications,
networking, multi-media and security markets. In 1999, Malleable
Microsystems, Inc. changed its name to Malleable Technologies, Inc. The
Company's primary activities to date have consisted of research and
development, as well as certain consulting services provided pursuant to
an agreement with one customer. The Company follows Statement of Financial
Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by
Development Stage Enterprises."
The Company is subject to the risks associated with a development stage
enterprise, including the need to demonstrate and refine its product,
develop its marketing and distribution channels, expand its management and
technical team and continue to raise sufficient financing.
Estimates - The preparation of 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 at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
Cash and Equivalents - The Company considers all highly liquid debt
instruments purchased with an original maturity of three months or less to
be cash equivalents.
Concentration of Credit Risk - Financial instruments that potentially
subject the Company to concentrations of credit risk consist principally
of cash and equivalents. Risks associated with cash and equivalents are
mitigated by banking with creditworthy institutions.
Property and Equipment - Property and equipment are stated at cost.
Equipment acquired under capital lease obligations is stated at the lower
of fair value or the present value of future minimum lease payments at the
inception of the lease. Depreciation is computed using the straight line
method over estimated useful lives of five to seven years. An impairment
loss is recognized when estimated future cash flows expected to result
from the use of the asset including disposition, is less than the carrying
value of the asset.
Revenue Recognition - The Company recognizes consulting service revenues
as services are performed.
Deferred Revenue - Deferred revenue represents payments received from the
customer prior to performance of the services.
Income Taxes - The Company accounts for income taxes using an asset and
liability approach. Deferred tax liabilities are recognized for future
taxable amounts and deferred tax assets are recognized for future
deductions and operating loss carryforwards, net of a valuation allowance
to reduce net deferred tax assets to amounts that are more likely than not
to be realized.
Research and Development - Research and development expenses are charged
to operations as incurred.
Stock-Based Compensation - The Company accounts for stock-based awards to
employees using the intrinsic value method in accordance with APB No. 25,
"Accounting for Stock Issued to Employees."
Recently Issued Accounting Standards - In June 1998 and June 1999, the
FASB issued SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," and SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of
FASB Statement No. 133," respectively. These statements require companies
to record derivatives on the balance sheet as assets or liabilities,
measured at fair value. Gains or losses resulting from changes in the
values of those derivatives would be accounted for depending on the use of
the derivative and whether it qualifies for hedge accounting. SFAS will be
effective for the Company's fiscal year ending December 31, 2001.
Management is in the process of evaluating the impact of these statements
on the Company's financial position, results of operations and cash flows.
2. PROPERTY AND EQUIPMENT
Property and equipment at December 31 consist of the following:
1999 1998
Computer hardware and software $ 964,032 $131,528
Furniture and fixtures 37,545 9,364
Office equipment 28,850 6,907
------- -------
Total 1,030,427 147,799
Accumulated depreciation (118,544) (3,374)
-------- -------
Property and equipment, net $ 911,883 $ 144,425
========== =========
At December 31, 1999, the Company had assets under capital lease with a
net book value of $26,000 (net of accumulated amortization of
approximately $1,000).
3. DEVELOPMENT AGREEMENTS
In February 1998, the Company entered into a development agreement with an
unrelated third party to design and develop certain products for the
customer's video-on-demand system. The agreement precludes the Company
from developing such products for certain other third parties without the
written approval of the customer for a period of two years from the
earlier of the date of the delivery of the products or the date of
termination of the agreement. Under the terms of the agreement the Company
receives consulting fees for each week of service provided and incentive
payments based on meeting certain milestones as defined.
The agreement was amended in June 1998. In addition to the deliverables
under the original contract, the amendment requires the Company to design
and develop its proprietary programmable hardware technology for certain
specific customer related uses. The amendment also precludes the Company
from providing similar design services, delivering related technology or
selling the developed customer chips for a period of one, one and two
years, respectively, from the date of the amendment.
In November 1998, in connection with a round of financing, the customer
invested in the Series A preferred stock (see Note 5) and loaned the
Company $400,000 under a convertible note (See Note 4).
Revenues under the development agreement were $175,682 and $415,450 for
fiscal years 1999 and 1998, respectively.
4. NOTES PAYABLE
Notes payable at December 31 consist of the following:
1999 1998
Convertible note payable $ 300,000 $ -
Convertible note payable to a related
party (see Note 3) - 400,000
Note payable 25,000 25,000
-------- ---------
Total $ 325,000 $ 425,000
========= =========
Convertible Note Payable
In April 1999, the Company entered into a convertible note payable with a
third party. Interest on the unpaid principal balance accrues monthly at a
rate of 8% per annum, compounded monthly. This note becomes due upon the
earlier of (a) the acquisition of the Company, (b) the sale of
substantially all of the assets of the Company, or (c) April 9, 2003. In
the event that the Company sells shares of its Series B preferred stock
for aggregate gross proceeds of at least $1 million, then at the option of
the noteholder, the outstanding principal balance shall be converted into
shares of Series B preferred stock at a conversion price equal to 90%, 85%
and 80% of the Series B closing price if sale of the Series B preferred
stock takes place (a) within 120 days, (b) between and including 121 days
and 210 days, and (c) more than 210 days, respectively, after the issuance
of the note. The note is unsecured. Upon the sale of the Company's Series
B preferred stock in July 1999, the note became convertible. The
conversion discount of $33,333 was recognized as a noncash interest
expense with a corresponding increase in the convertible Series B
preferred stock in 1999. This note was subsequently converted into Series
B preferred stock after the financial year end (see Note 9).
Convertible Note Payable to a Related Party
In conjunction with the sale of Series A preferred stock on November 5,
1998, the Company entered into a convertible note payable with the Series
A preferred stock investor. Interest on the unpaid principal balance
accrues monthly at a rate of 8% per annum, compounded monthly. This note
becomes due upon the earlier of (a) the acquisition of the Company, (b)
the sale of substantially all of the assets of the Company, or (c)
November 5, 2002. In the event that the Company sells shares of its Series
B preferred stock for aggregate gross proceeds of at least $1 million,
then at the option of the noteholder, the outstanding principal balance
shall be converted into shares of Series B preferred stock at a conversion
price equal to 90% of the Series B closing price. This note is secured by
the intellectual property of the Company (See Note 3). In July 1999, an
aggregate of $421,839 ($400,000 of the original principal of the Note and
$21,839 of accrued interest) were converted into 234,355 shares of Series
B preferred stock. The Company recognized the conversion discount of
$46,871 as a noncash interest expense with a corresponding increase in the
convertible Series B preferred stock.
Notes Payable
The Company has a $25,000 note payable to a related party who is a family
member of the Company's founder and president. This note accrues interest
at a rate of 8% per annum.
5. SHAREHOLDERS' EQUITY
Convertible Preferred Stock and Warrants
During June 1999, the Company authorized the sale and issuance of up to
7,631,758 shares of its preferred stock, comprising 952,381 shares of
Series A preferred stock and 6,679,377 shares of Series B preferred stock.
In July 1999, the Company issued 3,451,855 shares of Series B preferred
stock for cash of $6,435,000 and the conversion of a note payable of
$421,839.
Significant terms of the outstanding preferred stock are as follows:
- Each share of convertible preferred stock is convertible into shares of
common stock on a one-for-one basis, subject to adjustment in certain
instances, at the option of the shareholder. Such shares will be
converted automatically upon the sale of the Company's common stock
pursuant to a registration statement under the Securities Act of 1933
meeting certain criteria or the affirmative vote of the holders of a
majority of the shares of preferred stock outstanding at the time of
such vote.
- Each share of convertible preferred stock has voting rights equivalent
to the number of shares of common stock into which it is convertible.
- Shareholders are entitled to receive noncumulative dividends as
declared by the Board of Directors out of any assets legally available,
prior to and in preference to any declaration or payment of any
dividend on the common stock. The dividend rate for Series A and Series
B preferred stock per share per annum is 8% of the original issue
price. No dividends have been declared as of December 31, 1999.
- In the event of liquidation, dissolution or winding up of the Company,
shareholders of Series A and Series B preferred stock are entitled to
receive the original issue price ($0.42 per share and $2 per share,
respectively), an additional amount equal to 8% per annum compounded
annually from the issue date of such shares for each share of Series A
and Series B preferred stock held by them, and any declared and unpaid
dividends with respect to such shares. If the assets and funds to be
distributed are insufficient to permit full payment, then the funds
shall be distributed on a pro rata basis among the holders of the
Series A preferred stock and Series B preferred stock in proportion to
the preferential amount each such holder is otherwise entitled to
receive. Upon completion of the distribution, the holders of preferred
stock will be entitled to a pro rata distribution until the holders of
Series A preferred stock and Series B preferred stock have received a
total of $1.26 and $6.00 per share, respectively. Any remaining assets
shall be distributed to the holders of the common stock of the Company
on a pro rata basis.
In connection with a sales representative agreement entered into by the
Company and a third party in May 1999, the Company granted the third party
warrants to purchase 25,000 shares of Series B preferred stock at $2.00
per share. The warrants vest immediately upon issuance and expire in three
years. The estimated fair value of this warrant of $19,252 was included in
accounts receivable and prepaid expenses at December 31, 1999 and will be
amortized to selling expense over the one year period of the sales
representative agreement. Selling expense in 1999 includes $11,683
relating to the amortization expense of the above warrant.
Stock Option Plan
In 1998, the Company adopted a stock option plan, which includes incentive
and nonstatutory stock options and restricted stock, and reserved
3,600,000 shares of common stock for issuance. Under the Plan, officers,
employees, directors and consultants may be granted options to purchase
shares of the Company's common stock. Options may be granted at not less
than fair market value for incentive stock options and not less than 85%
of fair market value for nonstatutory stock options at the date of grant
as determined by the Board of Directors. The options generally expire ten
years from the date of grant. Incentive stock options and nonstatutory
options normally vest at various rates over three to four years. The
Company also sells restricted stock subject to repurchase rights which
generally lapse over a period of time. At December 31, 1999, 724,219
shares were subject to a right of repurchase.
The Company granted options to purchase 42,250 shares of common stock
under the plan to nonemployees for services performed as of the grant
date. Stock-based compensation expense of $2,893 relating to these grants
was recognized in 1999.
A summary of option and restricted stock activity under the Plan is as
follows:
Weighted
Average
Number Exercise
of Shares Price
Balances, December 31, 1997 - $ -
Granted (weighted average fair value of $0.002)
per share 1,279,200 0.02
Exercised (488,000) 0.01
----------
Balances, December 31, 1998 791,200 0.03
Granted (weighted average fair value of $0.06)
per share 1,377,250 0.14
Exercised (616,000) 0.05
Cancelled (75,000) 0.25
----------
Balances, December 31, 1999 1,477,450 $ 0.11
==========
Additional information regarding options outstanding as of December 31,
1999 is as follows:
Options Outstanding Options Exercisable
--------------------------------------------------- -----------------------
Weighted
Range Average Weighted Weighted
of Remaining Average Average
Exercise Number Contractual Exercise Number Exercise
Prices Outstanding Life (Years) Price Exercisable Price
$0.01 361,200 8.8 $0.01 113,283 $0.01
$0.05 590,000 9.2 $0.05 60,391 $0.05
$0.25 526,250 9.8 $0.25 11,875 $0.25
-------- ---------- --- ------- -------- -------
$0.01-$0.25 1,477,450 9.3 $ 0.11 185,549 $ 0.04
=========== ========== === ======= ======== =======
At December 31, 1999, 1,018,550 shares were available for future grant.
Additional Stock Plan Information
As discussed in Note 1, the Company accounts for its stock-based awards
using the intrinsic value method in accordance with Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees," and its
related interpretations. Accordingly, no compensation expense has been
recognized in the financial statements for employee stock arrangements
because the stock option exercise price was not less than the fair value
of the underlying common stock at the date of the grant.
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" (SFAS 123), requires the disclosure of pro forma
net loss as if the Company had adopted the fair value method. The
Company's calculations were made using the minimum value method with the
following weighted average assumptions: expected life, four years;
risk-free interest rate, 5%; and no dividends during the expected term.
The Company's calculations are based on a multiple option valuation
approach, and forfeitures are recognized as they occur. If the computed
fair values of the awards had been amortized to expense over the vesting
periods of the awards, pro forma net loss would not have been materially
different from the amounts reported for the years ended December 31, 1999
and 1998.
Common Stock
At the inception of the Company, the Company's founder contributed
technology and cash in exchange for 6,000,000 shares of common stock.
The Company has reserved the following shares of authorized but unissued
common stock as of December 31, 1999:
Convertible preferred stock 4,404,236
Options available under the stock option plan 1,018,550
Options issued and outstanding 1,477,450
Warrants issued and outstanding 25,000
---------
6,925,236
=========
6. CALL OPTION
In conjunction with the sale of the Company's Series B preferred stock in
July 1999, the Company, certain common stockholders and the preferred
stockholders granted to one of the Series B preferred stockholders
("Investor") an irrevocable option to purchase substantially all of the
Company's outstanding capital stock. The option expires on July 6, 2000.
The Investor may exercise the option at any time during the option period.
The purchase price is equal to a fixed number of shares of the Investor's
common stock (such shares having an aggregate fair value of approximately
$80 million at December 31, 1999) plus additional shares of the Investor's
common stock with an aggregate fair value of $75 million (based on ten
days average closing price for the Investor's stock ending two business
days prior to the date of acquisition), plus shares of the Investor's
common stock to be issued upon exercise of options as follows: all options
to purchase shares of the Company's common stock outstanding as of the
date of acquisition shall remain outstanding and be converted into options
to purchase shares of the Investor's common stock, with the number of
shares subject to and exercise prices of each such option determined based
on the ratio of the consideration payable by the Investor for each share
of the Company's common stock. In addition, immediately prior to the date
of acquisition, the Company shall be entitled to issue options to its
officers and employees to purchase between 2,000,000 and 4,000,000 shares
of the Company's common stock, based on the achievement of certain
specified design wins. There can be no assurance that the Investor will
choose to exercise its call option.
7. INCOME TAXES
No federal income taxes were provided in 1999 and 1998 due to the
Company's net losses. The provision for income tax for 1999 and 1998
represents state minimum income and franchise taxes.
At December 31, 1999, the Company had available federal and California
state net operating loss carryforwards of approximately $3,800,000 to
offset future taxable income through 2019 and 2004, respectively. At
December 31, 1999 and 1998, the net deferred tax assets of approximately
$1,500,000 and $7,500, respectively, generated primarily by net operating
loss carryforwards have been fully reserved due to the uncertainty
surrounding the realization of such benefits.
Current tax laws impose substantial restrictions on the utilization of net
operating loss and credit carryforwards in the event of an "ownership
change," as defined by the Internal Revenue Code. If there should be an
ownership change, the Company's ability to utilize its carryforwards could
be limited.
8. COMMITMENTS
The Company leases its facilities under a noncancelable operating lease
that expires in October 2001. Minimum future lease payments under
noncancelable operating and capital leases as of December 31, 1999 are
summarized as follows:
Year Ending Capital Operating
December 31, Lease Lease
2000 $ 15,540 $ 324,000
2001 12,950 305,250
------- -------
Total minimum lease payments 28,490 $ 629,250
=======
Less amount representing interest at 10% (2,560)
-------
25,930
Less current portion (14,144)
-------
Long-term portion $ 11,786
=======
Rent expense under operating lease for 1999, 1998 and for the period from
July 31, 1997 (inception) through December 31, 1999 was $102,859, $17,966
and $120,825, respectively.
9. SUBSEQUENT EVENT
In February 2000, in connection with a convertible note payable issued in
April 1999, the note was converted into 175,000 shares of Series B
preferred stock. The Company also issued to the note holder a warrant to
acquire 75,000 shares of the Company's common stock at an exercise price
of $0.25 per share. The warrant was fully vested upon issuance and expires
in February 2001. The estimated fair value of the warrant will be
recognized as an expense in the fiscal year 2000.
On June 13, 2000, the Company entered into a definitive agreement for the
purchase of the Company's outstanding common and preferred shares not
already owned by PMC-Sierra, Inc. on that date for approximately 1,250,000
shares of PMC-Sierra, Inc. common stock, options and warrants pursuant to
the exercise of a call option held by PMC-Sierra, Inc. (See Note 6).
* * * * *
MALLEABLE TECHNOLOGIES, INC.
(A Development Stage Company)
Financial Statements as of March 31, 2000 and
December 31, 1999 and for the Three-Month Periods
Ended March 31, 2000 and 1999
MALLEABLE TECHNOLOGIES, INC.
(A Development Stage Company)
Index to Financial Statements
Page
Condensed Balance Sheets......................................... 1
Condensed Statements of Operations............................... 2
Condensed Statements of Cash Flows............................... 3
Condensed Notes to Financial Statements.......................... 4
MALLEABLE TECHNOLOGIES, INC.
(Formerly Malleable Microsystems, Inc.)
(A Development Stage Company)
CONDENSED BALANCE SHEETS
March 31, December 31,
2000 1999
-------- --------
ASSETS (Unaudited)
Current assets:
Cash and equivalents $ 1,140,550 $ 3,170,682
Accounts receivable and prepaid expenses 16,931 63,227
----------- ------------
Total current assets 1,157,481 3,233,909
Property and equipment, net 1,417,641 911,883
Other assets 265,983 206,671
----------- ------------
Total assets $ 2,841,105 $ 4,352,463
=========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 766,836 $ 523,746
Current portion of capital lease 14,000 15,000
Deferred revenue - 14,144
----------- ------------
Total current liabilities 780,836 552,890
----------- ------------
Notes payable 25,000 325,000
Capital lease obligations 8,720 11,786
Stockholders' equity:
Convertible preferred stock 7,635,179 7,312,512
Common stock 647,993 45,673
Warrants 101,157 19,252
Deferred stock compensation (514,595) -
Deficit accumulated during the development stage (5,843,185) (3,914,650)
----------- ------------
Total stockholders' equity 2,026,549 3,462,787
----------- ------------
Total liabilities and stockholders'equity $ 2,841,105 $ 4,352,463
=========== ============
See notes to condensed financial statements.
MALLEABLE TECHNOLOGIES, INC.
(Formerly Malleable Microsystems, Inc.)
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended
March 31,
----------------------
2000 1999
------ ------
(Unaudited)
Net revenue - related party $ 15,000 $ 148,682
Operating expenses:
Cost of revenue 1,580 65,097
Research and development 1,261,854 302,253
Selling, general and administrative 595,962 85,251
--------- ----------
Total costs and expenses 1,857,816 387,504
-------- ----------
Loss from operations (1,844,396) (283,919)
Interest expense, net (84,139) (1,826)
--------- ----------
Net loss $(1,928,535) $ (285,745)
=========== ==========
See notes to condensed financial statements.
MALLEABLE TECHNOLOGIES, INC.
(Formerly Malleable Microsystems, Inc.)
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
Three Months Ended
March 31,
------------------
2000 1999
---- ----
(Unaudited)
Cash flows from operating activities -
Net cash used in operating activities $ (1,472,476) $ (299,554)
---------- ---------
Cash flows from investing activities -
Purchases of property and equipment (566,666) (90,177)
---------- ---------
Cash flows from financing activities:
Issuance of common stock 12,220 -
Repayments on capital lease obligations (3,210) -
---------- ---------
Net cash provided by financing activities 9,010 -
---------- ---------
Net decrease in cash and equivalents (2,030,132) (389,731)
Cash and equivalents, beginning of
period 3,170,682 766,732
----------- ----------
Cash and equivalents, end of period $ 1,140,550 $ 377,001
=========== ==========
See notes to condensed financial statements.
MALLEABLE TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Three Months Ended March 31, 2000
1. Basis of Presentation
The accompanying unaudited condensed financial statements of Malleable
Technologies, Inc. (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation (consisting of
normal recurring accruals) have been included. Operating results for the
three months ended March 31, 2000 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2000.
2. Subsequent Events
On June 13, 2000, the Company entered into a definitive agreement with
PMC-Sierra, Inc. for the purchase of the Company's outstanding common and
preferred shares not already owned by PMC-Sierra, Inc. on that date, for
approximately 1,250,000 shares of PMC-Sierra, Inc. common stock, options
and warrants. The agreement was a result of PMC-Sierra, Inc. exercising
its right under a call option issued to PMC-Sierra, Inc. in July 1999 to
purchase the remaining common and preferred shares.
* * * * *
PMC-Sierra, Inc.
PRO FORMA CONDENSED COMBINED BALANCE SHEET - UNAUDITED
March 26, 2000
(in thousands)
Historical Historical Pro Forma Pro Forma
PMC Malleable Adjustments Combined
ASSETS:
Current assets:
Cash and cash equivalents $ 225,072 $ 1,140 $ - $ 226,212
Short-term investments - - - -
Accounts receivable, net 46,108 - - 46,108
Inventories 9,621 - - 9,621
Deferred income taxes 9,270 - - 9,270
Prepaid expenses and other current assets 8,239 17 - 8,256
Short-term deposits for wafer fabrication capacity 637 - - 637
------------- ---------- ------------ ----------
Total current assets 298,947 1,157 - 300,104
Property and equipment, net 61,246 1,418 - 62,664
Goodwill and other intangible assets, net 14,359 89 237,470 (a) 251,918
Investments and other assets 12,489 177 (4,000) (b) 8,666
Deposits for wafer fabrication capacity 14,483 - - 14,483
----------- ----------- ------------ ----------
$ 401,524 $ 2,841 $ 233,470 $ 637,835
=========== =========== ============ ==========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable $ 22,513 $ 767 $ 825 (c) $ 24,105
Accrued liabilities 25,642 - - 25,642
Deferred income 42,574 - - 42,574
Income taxes payable 13,346 - - 13,346
Current portion of obligations under
capital leases and long-term debt 5,465 14 - 5,479
----------- ----------- ------------ ----------
Total current liabilities 109,540 781 825 111,146
Deferred income taxes 9,091 - - 9,091
Noncurrent obligations under capital leases
and long-term debt 1,876 34 - 1,910
Special shares convertible into PMC common stock 6,748 - - 6,748
Stockholders' equity:
Common stock and additional paid in capital 251,742 749 294,366 (d),(e) 546,857
Preferred stock 7,635 (7,635) (e) -
Deferred stock compensation (17,320) (515) (28,518) (a),(e) (46,353)
Retained earnings 39,847 (5,843) (25,568) (e),(f) 8,436
----------- ----------- ------------ ----------
Total stockholders' equity 274,269 2,026 232,645 508,940
----------- ----------- ------------ ----------
$ 401,524 $ 2,841 $ 233,470 $ 637,835
=========== =========== ============ ==========
<FN>
See notes to unaudited pro forma condensed combined financial statements.
</FN>
PMC-Sierra, Inc.
PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS - UNAUDITED
Three Months Ended March 26, 2000
(in thousands, except for per share amounts)
Historical Historical Pro Forma Pro Forma
PMC Malleable Adjustments Combined
Net revenues $ 102,807 $ 15 $ - $ 102,822
Cost of revenues 20,551 2 - 20,553
----------- --------- --------- ----------
Gross profit 82,256 13 - 82,269
Other costs and expenses:
Research and development 26,795 1,262 - 28,057
Marketing, general and administrative 15,131 596 - 15,727
Amortization of deferred stock compensation:
Research and development 3,385 - - 3,385
Marketing, general and administrative 259 - - 259
Amortization of goodwill 459 - 11,874 (a) 12,333
Costs of merger 7,902 - - 7,902
----------- ---------- ---------- ----------
Income (loss) from operations 28,325 (1,845) (11,874) 14,607
Interest income (expense), net 3,620 (84) - 3,536
Gain on sale of investments 4,117 - - 4,117
----------- ---------- ----------- ----------
Income (loss) before provision for income taxes 36,062 (1,929) (11,874) 22,260
Provision for income taxes 15,916 - - 15,916
----------- ---------- ----------- ----------
Net income (loss) $ 20,146 $ (1,929) $ (11,874) $ 6,344
=========== ========== =========== ===========
Basic net income per share: $ 0.14 $ 0.04
Diluted net income per share: $ 0.12 $ 0.04
Shares used to calculate:
Basic net income per share 148,362 150,055
Diluted net income per share 168,222 169,915
<FN>
See notes to unaudited pro forma condensed combined financial statements.
</FN>
PMC-Sierra, Inc.
PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS - UNAUDITED
Year Ended December 31, 1999
(in thousands, except for per share amounts)
Historical Historical Pro Forma Pro Forma
PMC Malleable Adjustments Combined
Net revenues $ 263,281 $ 176 $ - $ 263,457
Cost of revenues 55,147 52 - 55,199
---------- ----------- ----------- -----------
Gross profit 208,134 124 - 208,258
Other costs and expenses:
Research and development 69,820 2,885 - 72,705
Marketing, general and administrative 43,600 1,053 - 44,653
Amortization of deferred stock compensation:
Research and development 2,810 - - 2,810
Marketing, general and administrative 778 - - 778
Amortization of goodwill 1,912 - 47,494 (a) 49,406
Costs of merger 866 - - 866
---------- ----------- ------------- ----------
Income (loss) from operations 88,348 (3,814) (47,494) 37,040
Interest income (expense), net 7,791 (52) - 7,739
Gain on sale of investments 26,800 - - 26,800
---------- ----------- ------------ ----------
Income (loss) before provision for income taxes 122,939 (3,866) (47,494) 71,579
Provision for income taxes 41,337 1 - 41,338
--------- ---------- ------------- ----------
Net income (loss) $ 81,602 $ (3,867) $ (47,494) $ 30,241
========== =========== ============= ===========
Basic net income per share: $ 0.57 $ 0.21
Diluted net income per share: $ 0.52 $ 0.19
Shares used to calculate:
Basic net income per share 142,759 144,452
Diluted net income per share 156,465 158,158
<FN>
See notes to unaudited pro forma condensed combined financial statements.
</FN>
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
NOTE 1: Basis of Presentation
The following unaudited pro forma condensed combined financial statements give
effect to the merger between PMC-Sierra, Inc. ("the Company" or "PMC") and
Malleable Technologies, Inc ("Malleable"). On June 13, 2000, the Company entered
into a definitive agreement for the purchase of Malleable's outstanding common
and preferred shares not already owned by PMC. The purchase price consisted of
approximately 1,693,000 shares of PMC common stock, options and warrants
pursuant to the exercise of a call option held by PMC. The purchase was
completed on June 27, 2000. Malleable is a fabless semiconductor company located
in San Jose, CA. Malleable makes digital signal processors for voice-over-packet
processing applications which bridge voice and high speed data networks by
compressing voice traffic into ATM or IP packets.
The pro forma condensed combined balance sheet assumes the merger took place on
March 26, 2000 and combines the March 26, 2000 balance sheet of PMC and the
March 31, 2000 balance sheet of Malleable. The pro forma condensed combined
statement of operations for the fiscal year ended December 31, 1999 assumes the
merger took place as of the beginning of the fiscal year and combines the
historical results of PMC and Malleable for the fiscal year ended December 31,
1999 with pro forma adjustments. The pro forma combined statement of operations
for the three months ended March 26, 2000 assumes the merger took place as of
the beginning of the most recently completed fiscal year and combines the
historical results of PMC for the three months ended March 26, 2000 and
Malleable for the three months ended March 31, 2000.
The Unaudited Pro Forma Condensed Combined Balance Sheet reflects the
appropriate pro forma adjustments to record the acquisition of Malleable using
the purchase method of accounting as described in Note 2. Acquisition costs and
the preliminary determination of the unallocated excess of acquisition costs
over net assets acquired are set forth below:
Assumed value of shares of PMC common stock issued
and value of PMC warrants and PMC options exchanged $ 299,115
Estimated transaction costs 825
------------------
Estimated total acquisition costs 299,940
Less: net tangible assets acquired 1,937
------------------
Unallocated excess of acquisition costs over net assets 298,003
acquired
Preliminary allocation to:
In process research and development 31, 500
Unearned compensation 29,033
------------------
Preliminary allocation to goodwill and other intangibles $ 237,470
==================
The fair value of shares of PMC common stock was determined by taking an average
of the opening and closing price of PMC common stock for a short period just
before and just after the terms of the transaction were agreed to by PMC and
Malleable and announced to the public. The purchase price was increased by the
estimated fair value of the PMC options and warrants exchanged for the Malleable
options and warrants outstanding.
The Unaudited Pro Forma Condensed Combined Consolidated Statements of Operations
reflect additional amortization expense resulting from the increase in goodwill
and other intangible assets due to these acquisitions. The charge for in process
research and development and the allocation to unearned compensation have been
reflected in the Unaudited Pro Forma Condensed Combined Balance Sheet. The
charges for in process research and development and amortization of unearned
compensation have not been included in the Unaudited Pro Forma Condensed
Combined Statements of Operations as these statements do not give effect to
nonrecurring merger costs related to the transaction. The unallocated excess of
acquisition costs over net assets acquired has been preliminarily allocated to
goodwill, which will be amortized over five years. In accordance with generally
accepted accounting principles, the acquired in process research and development
will be charged to expense by PMC in its third quarter ended September 24, 2000.
In connection with finalizing the purchase price allocation of these
transactions, PMC is currently evaluating the fair value of the consideration
given and the fair value of the assets acquired and liabilities assumed. Using
this information, PMC will make a final allocation of the purchase price,
including the allocation to in process research and development, unearned
compensation and goodwill and other intangibles. Accordingly, the purchase
accounting information is preliminary.
The pro forma combined financial statements included herein have been prepared
by PMC, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. However, PMC
believes that the disclosures are adequate to make the information not
misleading. These pro forma combined financial statements should be read in
conjunction with the consolidated financial statements and the notes thereto
included in PMC's annual report on Form 10-K/A for the fiscal year ended
December 31,1999, the restated consolidated financial statements and related
notes of PMC included in PMC's registration statement on Form S-4/A dated July
26, 2000 and the financial statements of Malleable included in this filing.
NOTE 2: Pro Forma Adjustments
The pro forma condensed combined balance sheet reflects the following
adjustments:
a) To record the allocation of purchase price to intangibles, including
goodwill, existing product technologies and assembled work force and
to unearned compensation.
b) To eliminate the existing 15% investment in Malleable.
c) To record acquisition related expenses, which include costs for legal,
accounting and other related to the transaction.
d) To record the acquisition of Malleable by the issuance of
approximately 1,693,000 shares of common stock, options and warrants
to purchase the 85% interest of Malleable that PMC did not already
own.
e) To eliminate the preferred stock, common stock and additional paid-in
capital, deferred stock compensation and accumulated deficit of
Malleable.
f) To record the allocation of purchase price to in process research and
development.
The pro forma condensed combined statements of operations reflect the following
adjustment with respect to the acquisition:
a) To record amortization of purchased intangibles other than in-process
research and development over estimated useful lives of five years.
NOTE 3: Earnings Per Share
Basic and diluted net income per share for each period is calculated by dividing
pro forma net income by the shares used to calculate net income per share in the
historical period plus the effect of the 1,693,000 shares of the PMC's common
stock, options and warrants which were exchanged for all issued and outstanding
shares of Malleable not already owned by PMC.
EXHIBIT INDEX
Exhibit
Number Description
23.1 Consent of Deloitte & Touche, LLP, Independent Auditors