1
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 December 31, 1996
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from to
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Commission file number: 0-17191
WEITEK CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-2709963
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2801 ORCHARD PARKWAY, SAN JOSE, CALIFORNIA, 95134
(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 526-0300
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
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
---- ----
The aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the closing sale price of the Common Stock on April 1,
1997 as reported on the OTC Bulletin Board System, was approximately $3,202,038.
Shares of Common Stock held by each officer and director and by each person who
owns 5% or more of the outstanding Common Stock have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status
is not necessarily a conclusive determination for other purposes.
As of April 1, 1997, registrant had outstanding 8,654,156 shares of Common
Stock.
Documents Incorporated by Reference: None
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PART I
When used in the following report, the words "projects", "expects",
"intends" and similar expressions are intended to identify forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Actual results (including
the amount of any liquidating distribution to shareholders) could differ
materially from those projected in the forward-looking statements as a result of
the risk factors set forth below and elsewhere in this Form 10-K. A number of
factors may impact the outcome of actual results, but in particular, (a) the
outcome of pending claims filed with the Bankruptcy Court by certain creditors
of the Company (b) whether the Company is successful in selling the remainder of
its assets and technology (c) whether any claims arise against the Company of
which the Company is not currently aware and (d) the costs associated with
winding up the affairs of the Company.
ITEM 1. BUSINESS.
General
Weitek Corporation (the "Company") specializes in semiconductor technology
to enhance the performance and value of industry-standard computers and
software. Weitek was founded in 1981, and has its headquarters in San Jose,
California.
The Company has historically relied upon its floating-point technology,
graphics expertise and systems design expertise to develop standard numeric
processing architectures providing cost-effective performance in the form of
coprocessors, RISC (Reduced Instruction Set Computing) processors and graphics
processors for supercomputer and workstation manufacturers. In recent years, the
Company has used its graphics technology to develop user interface processors to
accelerate the performance of personal computers.
During 1995, the Company focused its R&D efforts on the development of a
new product line of unified memory architecture (UMA) chip sets targeted at the
mid-range segment of the user interface market. The Company's UMA technology
combines the features of an accelerated graphics controller with those of
motherboard system logic, integrating most of the circuitry for a personal
computer (except the processor and memory) into a single product.
On March 1, 1996, the Company announced that its revenues had continued to
decline significantly due to changes in the personal computer marketplace which
caused customers to delay purchases of its initial UMA product, the W464. As a
result, the Company recorded reserves to reflect a revaluation of W464 chip set
inventory and a company-wide cost reduction program. In addition, a decline in
memory prices and increased competition for chip sets made it unlikely that the
Company could successfully commercialize its next generation W564 UMA chip set.
As a result of these factors, the Company announced that it no longer had
sufficient resources to independently pursue a business strategy of
manufacturing UMA chip sets and would instead focus on licensing its technology
and pursuing other alternatives ranging from selling the Company, to strategic
relationships with companies that could successfully develop products based on
its UMA technology, to winding up the affairs of the Company.
On December 11, 1996 the Company filed a voluntary plan of reorganization
(the "Plan") under Chapter 11 of the U.S. Bankruptcy Code with the United States
Bankruptcy Court, Northern District of California, San Jose Division (the
"Bankruptcy Court"). The Company filed the Plan in connection with the signing
of an asset purchase agreement (the "Rockwell Agreement") with Rockwell
Semiconductor Systems, Inc. ("Rockwell"). Under the terms of the Rockwell
Agreement, Rockwell agreed to pay approximately $3,124,000 to acquire certain of
the Company's assets and a non-exclusive license to certain of the Company's
technology. While awaiting approval of the Plan by the Bankruptcy Court, the
Company provided contract engineering services to Rockwell and received
permission from the Bankruptcy Court to permit Rockwell to use the Company's San
Jose, California design facilities and hire the Company's engineers and other
employees sought by Rockwell. The Plan, which includes the Rockwell Agreement as
well as the disposition of all other remaining assets and technology of the
Company, was approved by the Bankruptcy Court on March 20, 1997. On April 1,
1997 the Rockwell Agreement became effective and the Company completed the sale
of assets to Rockwell. Pursuant to the approved Plan, the Company intends to
sell all other remaining assets and technology of the Company and to wind up its
affairs in the first half of 1997.
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Given the change in the Company's business strategy outlined above, the
following description of the Company's historical business operations is not
indicative of what its future operations will be. The Company intends to sell
all remaining assets and technology and does not intend to continue as a going
concern. The Company intends to complete the windup of its affairs in the first
half of 1997. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and Note 2 of Notes to Consolidated Financial
Statements.
Sales and Technical Support
The Company has sold its products and provided technical support to leading
domestic manufacturers through its direct sales force headquartered in the
Company's principal offices in San Jose, California. The Company has utilized a
national distributor, Bell Microproducts, to supplement its direct sales force
in the United States and has also used a number of sales representatives to
augment its distributor and direct sales efforts. Distributors have been granted
limited product return rights which were typical in the industry. In 1996 the
Company transitioned to a business strategy which included an increased emphasis
on licensing technology and providing engineering services as a means to
generate revenue.
International sales have been managed by the Company's sales
representatives and conducted through distributors located primarily in Europe,
Japan and Taiwan. International sales represented 10% of net revenue in 1996,
39% of net revenue in 1995 and 25% of net revenue in 1994. International sales
are generally denominated in U.S. dollars and are subject to risks common to
export activities, including governmental regulation and trade barriers.
Substantially all of the Company's international sales must be licensed by the
Office of Export Administration of the U.S. Department of Commerce. The Company
has not experienced any material difficulties in obtaining export licenses.
Sales to SGS Thompson Microelectronics, Inc. accounted for 57% of net
revenue in 1996. Ryoyo, a Japanese distributor, accounted for 10% and 24% of net
revenue in 1996 and 1995, respectively. Siemens represented 19% of the Company's
net revenue in 1995. Sales to Diamond Multimedia Systems represented 12%, and
22% of net revenue in 1995 and 1994, respectively. No other customer represented
10% or more of the Company's net revenue during these periods.
Backlog
As of December 31, 1996, the Company had no orders for any of its products.
Manufacturing Strategy
The Company previously announced that it no longer had sufficient resources
to independently pursue a strategy of manufacturing chip sets. The Company
ceased manufacturing chipsets and other products in February 1996. The Company
no longer manufactures chip sets or any other product.
Research and Development
Research and development expenditures were 31% of net revenue in 1996, 42%
of net revenue in 1995, and 34% of net revenue in 1994. Expenditures for
research and development in 1996, 1995 and 1994 were approximately $2.5 million,
$7.3 million and $9.6 million, respectively. As of April 1, 1997, the Company
had no full-time employees engaged in research and development activities.
Competition
The Company intends to sell all remaining assets and technology and does
not intend to continue as a going concern. The Company does not believe that
competition is a factor in carrying out this strategy.
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Patents and Licenses
The Company has been issued patents in the United States and Japan. In
addition, the Company has registered maskworks with the United States Copyright
office and with the Industrial Property Rights Cooperation Center in Japan. The
Company believes that these patents and maskwork registrations may have value
and is currently in the process of identifying buyers for certain of these
patents and maskwork registrations. Any sale of patents or maskwork
registrations will be made only with the approval of the Bankruptcy Court, as
will the sale of any other of the Company's remaining assets. However, the
amount which may be realized, if any, from the sale of these patents and
maskwork registrations can not be determined.
The Company attempts to protect its trade secrets and other proprietary
information through agreements with customers and suppliers, proprietary
information agreements with employees and consultants and other security
measures.
Employees
As of December 31, 1996 the Company had approximately 27 employees of whom
20 were subsequently employed by Rockwell pursuant to the Rockwell Agreement.
All remaining employees were terminated by April 1, 1997. Under the Plan,
Richard H. Bohnet is designated as the "Responsible Person" to carry out the
winding up of the Company's affairs.
ITEM 2. PROPERTIES.
The Company's executive offices occupy 40,000 square feet of a leased
facility in San Jose, California under a lease which expires in 2001. This lease
was assigned to Rockwell on April 1, 1997 pursuant to the Rockwell Agreement.
ITEM 3. LEGAL PROCEEDINGS.
In December 1995, the Company received a demand letter from an attorney
representing a former employee of the Company. This former employee claims an
uninsured disability loss of $691,200 resulting from her reliance on statements
allegedly made by the Company in connection with a company-wide
reduction-in-force. This claim has been submitted to the Bankruptcy Court. The
Company has reviewed this claim and believes that it is without merit and will
not have a material effect on the results of operations or financial condition.
However, litigation claims are subject to inherent uncertainties and thus there
can be no assurance that this matter will ultimately be resolved in favor of the
Company or that such matter will not result in a significant liability to the
Company.
On December 11, 1996, the Company filed a voluntary petition and a plan
of reorganization under Chapter 11 of the U.S. Bankruptcy Code with the
Bankruptcy Court. This filing was pursuant to and a condition of the Rockwell
Agreement. On March 20, 1997, the Bankruptcy Court approved the plan of
reorganization.
There are no other legal proceedings against the Company of which the
Company is aware.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to security holders of the Company during the
last fiscal quarter of 1996. By February 14, 1997 a ballot was mailed to all
security holders of the Company, as well as certain of the Company's creditors,
soliciting their vote on or before March 11, 1997 to accept or reject the Plan.
Accompanying the ballot was a Disclosure Statement approved by the Bankruptcy
Court, the Plan and the Rockwell Agreement. The affirmative vote of more than
two-thirds of the holders of outstanding equity security interest was received
which was sufficient to accept the Plan.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS.
The Company's common stock trades on the OTC Bulletin Board System under
the symbol WWTK. The following table indicates the range of the high and low
closing prices during each quarter of the two most recent fiscal years.
1996 1995
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High Low High Low
---- --- ---- ---
First Quarter $3.38 $1.25 $4.00 $1.91
Second Quarter 1.81 0.72 5.25 3.25
Third Quarter .94 .25 6.88 3.88
Fourth Quarter .38 .09 6.00 2.88
As of April 1, 1997, there were approximately 3,550 shareholders. The
Company has not paid cash dividends on its common stock. The Company intends to
pay a liquidation dividend to common shareholders in 1997. The amount, if any,
of this liquidation dividend is subject to the risk factors set forth elsewhere
in this Form 10-K.
ITEM 6. SELECTED FINANCIAL DATA.
Year Ended December 31,
--------------------------------------
(In thousands, except per share data) 1996 1995 1994 1993 1992
- -----------------------------------------------------------------------------------------------------------------
STATEMENT OF DISCONTINUED OPERATIONS DATA:
Net revenue from discontinued operations $ 7,972 $ 17,600 $ 28,450 $ 36,250 $ 26,460
Loss from discontinued operations (2,772) (4,305) (10,570) (1,435) (10,880)
Loss per share from discontinued operations (.32) (.51) (1.30) (.18) (1.42)
BALANCE SHEET DATA:
Cash and short-term investments $ 2,878 $ 6,028 $ 8,564 $ 11,490 $ 15,743
Total assets 4,186 11,268 17,440 25,266 25,839
Shareholders' equity 2,867 5,593 9,138 18,906 19,232
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF DISCONTINUED OPERATIONS.
During its 1996 fiscal year, the Company substantially changed its
business strategy. The Company is in the process of winding up its affairs and
does not intend to continue its operations. The following discussion should be
read in conjunction with the "OUTLOOK: ISSUES AND RISKS" section at the end of
this discussion and with Note 2 of the Notes to Consolidated Financial
Statements.
RESULTS OF DISCONTINUED OPERATIONS
Net Revenue. Net revenue decreased by 55% to $8.0 million in 1996 compared to
$17.6 million in 1995, which represented a 38% decrease from 1994 net revenue of
$28.5 million. The decrease in net revenue in 1996 was due to an overall
decrease in demand for the Company's products. Net revenue in 1996 was derived
primarily from technology licensing contracts.
Gross Margin. Gross margin was 20% of net revenue in 1996, compared to 39% in
1995, and 28% in 1994. 1996 margins include additional inventory reserves and
adjustments of $1.9 million offset by a favorable settlement of outstanding
balances with a major vendor of $.7 million in the fourth quarter. Also in the
fourth quarter of 1996 the Company eliminated accrued liabilities of $0.4
million which were no longer required as a result of the Company's decision not
to continue as a going concern. 1994 margins include additional inventory
reserves of $2.8 million and restructuring charges of $0.2 million recorded in
the fourth quarter. The fourth quarter of 1994 was also impacted by a
manufacturing yield problem which reduced margins by approximately $1.1 million.
The Company's gross margin percentage has been highly dependent on product mix,
as the Company's user interface products typically carried gross margin
percentages lower than the Company's mature workstation products.
Expenses. Operating expenses were 58% of net revenue in 1996, a decrease from
66% in 1995 and from 67% in 1994. In absolute dollar amounts, operating expenses
decreased to $4.6 million in 1996 from $11.6 million in 1995 and $19.1 million
in 1994, reflecting lower staffing levels and tighter spending controls. 1996
operating expenses included approximately $0.4 million in severance benefits. In
the fourth quarter of 1996 the Company eliminated accrued liabilities of $3.3
million which were no longer required upon the Company's decision not to
continue as a going concern. 1994 operating expenses included approximately $0.6
million of restructuring charges for a corporate downsizing, impacting primarily
sales and marketing and general and administrative expenses.
Research and development expenses as a percentage of net revenue were 31%
in 1996, a decrease from 42% in 1995 and 34% in 1994. Expenditures in absolute
dollars decreased to $2.5 million in 1996 from $7.3 million in 1995 and from
$9.6 million in 1994, reflecting cost savings from a consolidation of
development activities. As of April 1, 1997, no employees were involved in
research and development activities.
Sales and marketing expenses as a percentage of net revenue were 4% in
1996, compared to 16% in 1995 and 26% in 1994. Expenditures in absolute dollars
declined to $0.3 million in 1996 from $2.8 million in 1995 and $7.3 million in
1994. The decline in sales and marketing expenses was primarily due to lower
staffing levels and a decrease in advertising and promotional expenditures.
General and administrative expenses as a percentage of net revenue were
22% in 1996, compared to 8% in 1995 and 7% in 1994. Expenditures in absolute
dollars were $1.8 million in 1996 and $1.4 million in 1995, a decrease from $2.1
million in 1994. The increase in 1996 from 1995 expenses was primarily due to a
charge of $0.3 million in the fourth quarter of 1996 for estimated losses to be
incurred on the expected sale of furniture and equipment. The decrease in 1995
from 1994 expenses was primarily due to lower staffing levels.
Interest and Other Income. Interest and other income as a percentage of net
revenue was 3% in 1996, compared to 2% in 1995 and 1% in 1994. In absolute
dollars, interest and other income decreased to $0.2 million in 1996, compared
to $0.4 million in 1995 and $0.4 million in 1994.
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Income Taxes. The Company recorded no tax benefit for 1996, 1995 and 1994. The
Company has exhausted its ability to carry back losses against prior years'
income; however, the Company has the ability to carry forward certain tax
attributes to offset future regular federal and state income taxes payable. A
valuation allowance has been provided for such benefits which are unlikely to be
utilized. In the event of a change in control as defined by the Internal Revenue
Code, the Company's utilization of its net operating loss carryforwards and tax
credits is subject to substantial annual limitations.
Net Income During Phase-Out Period. In the fourth quarter of 1996, the Company
decided to discontinue all its operations. Restructuring charges related to
employee salary and severance costs, legal and other costs associated with
bankruptcy proceedings, and the windup of the Company's affairs were estimated
to be approximately $1.5 million. These costs to be incurred were more than
offset by restructuring revenue consisting of the proceeds of the Rockwell
Agreement of $3.1 million and other technology licensing revenue and thus, will
be recorded when realized (see Note 1 of the Notes to Consolidated Financial
Statements.)
Net Loss. The Company generated a net loss of $2.8 million in 1996 compared to a
net loss of $4.3 million in 1995 and a net loss of $10.6 million in 1994. As a
percentage of net revenue, the 1996 net loss was 35%, compared to 24% in 1995
and 37% in 1994. Approximately $1.9 million of additional inventory reserves,
$0.4 million of severance costs and $0.3 million of fixed asset valuation
reserves were included in the net loss in 1996. In 1994, approximately $3.6
million of additional inventory reserves and restructuring charges were included
in the net loss.
LIQUIDITY AND CAPITAL RESOURCES OF DISCONTINUED OPERATIONS
At December 31, 1996, the Company's cash balance was $2.9 million and
working capital was $2.9 million. In 1996, cash and cash equivalents, and
working capital declined by $3.2 million and $1.1 million, respectively,
primarily due to the net loss from discontinued operations. Capital expenditures
were $0.4 million in 1996 and were mainly for design automation tools and
engineering workstations. The Company has suffered recurring losses from
operations and has an accumulated deficit. At December 31, 1996, the Company had
no available credit facilities.
OUTLOOK: ISSUES AND RISKS
On December 11, 1996 the Company filed a voluntary plan of reorganization
(the "Plan") under Chapter 11 of the U.S. Bankruptcy Code with the Bankruptcy
Court. The Company filed the Plan in connection with the signing of the Rockwell
Agreement with Rockwell. Under the terms of the Rockwell Agreement, Rockwell
agreed to pay approximately $3 million to acquire certain of the Company's
assets and a non-exclusive license to certain of the Company's technology. While
awaiting approval of the Plan by the Bankruptcy Court, the Company provided
contract engineering services to Rockwell and received permission from the
Bankruptcy Court to permit Rockwell to use the Company's San Jose, California
design facilities and hire the Company's engineers and other employees sought by
Rockwell. The Plan, which includes the Rockwell Agreement as well as the
disposition of all other remaining assets and technology of the Company, was
approved by the Bankruptcy Court on March 20, 1997. On April 1, 1997 the
Rockwell Agreement became effective and the Company completed the sale of assets
to Rockwell. Pursuant to the approved Plan, the Company intends to sell all
other remaining assets and technology of the Company and to wind up its affairs
in the first half of 1997.
As announced on January 24, 1997, based upon the proceeds received by the
Company under the Rockwell Agreement, other asset sales, as well as the possible
receipt of other anticipated revenue and after satisfaction of known claims, the
Company expects to make a liquidating distribution to its shareholders estimated
to be between $0.40 and $0.60 per share. The amount of the liquidating
distribution will depend on several factors including, but not limited to (i)
the number of successful claims asserted by creditors against the Company in the
bankruptcy proceedings, (ii) the amount, if any, received by the Company from
the sale of remaining assets and technology, (iii) costs associated with winding
up the affairs of the Company and (iv) the time required to wind up the affairs
of the Company. The liquidating distribution is expected to take place in the
first half of 1997.
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Actual results may differ materially from those described herein. Factors
which may cause such results (including the amount of any liquidating
distribution to shareholders) to differ include, but are not limited to the
following: (i) there can be no assurance that the Company will be successful in
locating buyers for the remaining assets, or will collect other anticipated
revenue or amounts due to the Company (ii) the outcome of pending claims filed
with the Bankruptcy Court by certain creditors of the Company (iii) additional
claims of which the Company is not currently aware and which the Company may
have to satisfy prior to any liquidating distribution to shareholders and (iv)
the costs associated with winding up the affairs of the Company.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The index to the consolidated financial statements and the financial
statement schedules are listed in Item 14 on page 13.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The persons listed below served as directors and/or executive officers
of the Company during 1996.
Name Age Principal Occupation Director
Since
Richard H. Bohnet 55 Director, President and Chief Executive
Officer of the Company 1996
Jack C. Carsten 54 Private Investor and Consultant 1990
Arthur J. Collmeyer 54 Chairman of the Board of the Company 1981
Barry L. Cox 53 Former President and Chief Executive Officer
of the Company 1992
David L. Gellatly 53 Marketing Consultant, Former President and
Chief Executive Officer of the Company 1995
W. Frank King III 56 President, Pencom Software 1989
Except as set forth below, each of the directors and executive officers
have been engaged in the principal occupation described above during the past
five years. There is no family relationship between any director or executive
officer of the Company. All directors and executive officers resigned on or
prior to April 4, 1997.
Mr. Bohnet joined the Company on April 25, 1996 as a director,
President and Chief Executive Officer. He has over thirty years experience in
engineering, manufacturing, marketing, distribution and general management. Mr.
Bohnet was President and Chief Executive Officer of Acumen International, a
software company, from 1985 to 1995. He held senior management positions at
Fairchild Camera and Instrument, a semiconductor products company, from 1968 to
1985 and spent three years with Motorola Semiconductor Products Group. Mr.
Bohnet holds a BSEE magna cum laude from Arizona State University. Mr. Bohnet
resigned as a director and officer of the Company on April 4, 1997.
Jack C. Carsten has been a director of the Company since March 1990. Mr.
Carsten has over 25 years of experience in the semiconductor business, having
worked for Texas Instruments from 1963 to 1975, and as a Vice President of Intel
Corporation from 1975 to 1987, where he was responsible for their Microcomputer
and Memory businesses. In 1988, he became a General Partner of U.S. Venture
Partners, a venture capital partnership, and in 1990 he formed a private
investment firm, Technology Investments. Mr. Carsten is on the board of
Comerica-California, a bank and savings and loan holding company, and three
privately held firms. He holds a B.S. degree in physics from Duke University.
Mr. Carsten resigned as a director of the Company on February 2, 1996.
Arthur J. Collmeyer joined the Company in November 1981 and has been the
Chairman of the Board since that time. He also served as President of the
Company from November 1981 until April 1992, and as Chief Executive Officer from
November 1981 until October 1993. Dr. Collmeyer has more than 20 years of
experience in the electronics industry. Prior to joining the Company, Dr.
Collmeyer served as Senior Vice President and General Manager of the
Microelectronics Division of Calma Company. Before that, he served as manager of
CAD systems development at Xerox Corporation, and also spent several years at
Motorola. Dr. Collmeyer is a director of STAC Electronics, a data compression
company, and one privately held company. Dr. Collmeyer holds a B.S. and an M.S.
in electrical engineering from the University of Illinois, and a Ph.D. in
electrical engineering from Southern Methodist University. Mr.
Collmeyer resigned as a director of the Company on April 4, 1997.
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Barry L. Cox joined the Company in April 1992 as President and Chief
Operating Officer and was named Chief Executive Officer in October 1993. Mr. Cox
was a founder of ATEQ Corporation, a semiconductor capital equipment
manufacturer, and from 1987 to 1992 served as its President and Chief Executive
Officer. Mr. Cox's experiences prior to joining ATEQ include eight years with
Intel Corporation, most recently as Vice President and General Manager of Intel
Europe, six years with Texas Instruments in various marketing positions and four
years as a U.S. Air Force officer. Mr. Cox is a director of Photon Dynamics,
Inc. He holds a B.S. in engineering from the U.S. Air Force Academy and an
M.B.A. from Boston University. Mr. Cox resigned as a director and officer of the
Company on January 9, 1996.
David L. Gellatly has over 20 years of marketing experience in the
semiconductor business including various positions with Intel's microprocessor
group from 1976 to 1981. Since 1982, with the exception of a brief period from
1991 to 1992 when he served as President and Chief Executive Officer of Austek
Microsystems, he has been an independent marketing consultant providing services
to many leading companies in semiconductor and other high technology businesses.
His clients have included IBM, Apple, Intel, Cyrix, National Semiconductor,
Siemens and others. Mr. Gellatly holds a B.S. degree and an M.S. in electrical
engineering, both from the University of Minnesota. Mr. Gellatly resigned as a
director of the Company on April 4, 1997.
W. Frank King III became a director of the Company in July 1989. Dr.
King became President of Pencom Software in 1992. From 1991 to 1992, Dr. King
was an independent business consultant and from 1988 to November 1991 he was the
Senior Vice President of the Software Business Group of Lotus Development
Corporation, a software company. Prior to joining Lotus, Dr. King held various
positions with International Business Machines Corporation for over 19 years,
most recently as Vice President of Development for IBM's Entry Systems Division.
He is a director of Excalibur Technologies, State of the Art, Inc., Auspex, Inc.
and System Soft, Inc., as well as one privately held company. Dr. King holds a
B.S. in electrical engineering from the University of Florida, an M.S. in
electrical engineering from Stanford University and a Ph.D. in electrical
engineering from Princeton University. Dr. King resigned as a director of the
Company on October 1, 1996
Compliance With Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the
Securities and Exchange Commission (the "SEC"). Such officers, directors and
ten-percent shareholders 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,
the Company believes that, during the fiscal year ended December 31, 1996, all
Section 16(a) filing requirements applicable to its officers, directors and
ten-percent shareholders were complied with.
ITEM 11. EXECUTIVE COMPENSATION.
Board Compensation
During the year ended December 31, 1996, non employee directors were
compensated at the rate of $2,250 per quarter for their services as members of
the Board of Directors. During 1996, no options were granted to non-employee
directors.
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Executive Compensation
Summary Compensation Table. The following table sets forth the
compensation paid by the Company for each of the three years in the period
ended December 31, 1996 to the Chief Executive Officer and each of the other
five most highly compensated executive officers of the Company (the "Named
Executive Officers"):
Long-Term
Compensation
Awards
Annual Compensation
Other Securities
Name and Principal Bonus($) Annual Underlying All Other
Position Year Salary($) (1) Compensation Options(#) Compensation(2)
- --------------------------------------------------------------------------------------------------------------------
Richard H. Bohnet 1996 $157,560 $ -- $-- 450,000 (3)
President and Chief 1995 -- -- -- -- --
Executive Officer 1994 -- -- -- -- --
Barry L. Cox 1996 31,915 -- -- -- 165,000
President and Chief 1995 220,000 -- -- 47,500 1,440
Executive Officer 1994 218,231 -- -- -- 1,440
Howard J. Gopen 1996 31,965 -- -- -- 23,076
Vice President, 1995 146,538 -- -- -- --
Operations 1994 148,673 -- -- 18,000 858
Allen R. Samuels 1996 47,276 -- -- -- --
Vice President, 1995 130,000 -- -- 26,000 277
Business Development 1994 128,673 -- -- 15,400 273
Benjamin M. Warren 1996 75,401 -- -- -- 18,461
Vice President, 1995 130,000 -- -- 44,000 1,209
Engineering 1994 128,231 -- -- 19,000 1,183
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(1) The Company has adopted an Executive Bonus Plan (the "Bonus Plan") pursuant
to which officers of the Company may earn annual cash bonuses based on the
Company achieving specified profit objectives. No bonuses were paid to officers
for 1994, 1995 or 1996.
(2) Amounts indicated under "All Other Compensation" reflect term life insurance
premiums paid by the Company under a Company-wide plan and accrued severance
benefits, if any.
(3) Upon consummation of the Rockwell Agreement on April 1, 1997, Mr. Bohnet
became entitled to a severance payment in the amount of $225,000. In addition,
upon the liquidating distribution to the Company's shareholders, Mr. Bohnet
will be entitled to a severance benefit in an amount equal to two percent (2%)
of the aggregate amount of such liquidating distribution.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
The following table sets forth as of April 1, 1997 certain
information with respect to the beneficial ownership of the Company's Common
Stock by (i) each person known by the Company to own beneficially more than five
percent of the outstanding shares of Common Stock, (ii) each director and
nominee to become a director of the Company, (iii) the Chief Executive Officer
and each of the other five most highly compensated executive officers of the
Company (the "Named Executive Officers") and (iv) all directors and executive
officers as a group. Except as otherwise noted below, the Company knows of no
agreements among its shareholders which relate to voting or investment power of
its shares of Common Stock.
11
12
Shares of Common Stock
Beneficially Owned(1)
Directors, Executive Officers and Percentage
Five Percent Shareholders Number Ownership
- --------------------------------------------------------------------------------------------------------------------
Richard H. Bohnet (2) ...................................................... 457,988 5.3%
Arthur J. Collmeyer(3)...................................................... 223,062 2.6%
David L. Gellatly........................................................... 6,000 *
All directors and executive officers as a group
(3 persons)(4).............................................................. 687,050 7.9%
* Less than one percent.
(1) Beneficial Ownership is defined as shares owned plus options that are
exercisable, but not necessarily vested, on or before May 30, 1997.
(2) Includes 450,000 shares subject to options exercisable on or before May 30,
1997.
(3) Includes 6,000 shares subject to options exercisable on or before May 30,
1997 and also includes 28,000 shares held in trust for the benefit of Dr.
Collmeyer's children. Dr. Collmeyer disclaims beneficial ownership of shares
held in trust for the benefit of his children.
(4) Includes 456,000 shares subject to options held by executive officers and
directors exercisable on or before May 30, 1997. See Notes 3 and 6 of notes to
consolidated financial statements.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not applicable.
12
13
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K.
(a) The following documents are filed as a part of this Report:
1. Consolidated Financial Statements. Page
---------------------------------- -----
Report of Independent Accountants 15
Consolidated Statements of Discontinued Operations for the years ended
December 31, 1996, 1995 and 1994 16
Consolidated Balance Sheets of Discontinued Operations
as of December 31, 1996 and 1995 17
Consolidated Statements of Cash Flows of Discontinued Operations
for the years ended December 31, 1996, 1995 and 1994 18
Consolidated Statements of Shareholders' Equity of Discontinued Operations
for the years ended December 31, 1996, 1995 and 1994 19
Notes to Consolidated Financial Statements 20
Supplementary Financial Information 28
2. Financial Statement Schedules
The Financial Statement Schedules have been omitted because the
amounts are immaterial or they are not applicable or they are not
required or the information required to be set forth therein is
included in the consolidated financial statements or notes
thereto.
13
14
3. Exhibits. The following Exhibits are filed as part of, or incorporated
by reference into, this report:
3.1(1) Restated Articles of Incorporation.
3.2(2) By-Laws.
10.1(2) Form of Indemnification Agreement entered into between the
Company and its officers and directors.
10.2(2) Registrant's 1988 Employee Stock Purchase Plan and Form of
Subscription Agreement.
10.3(3) Registrant's 1991 Stock Option Plan.
10.4(2) Asset Purchase Agreement, by and between Rockwell Semiconductor
Systems, Inc. and the Company dated as of December 11, 1996.
10.5(5) Engineering Services Agreement, by and between Rockwell
Semiconductor Systems, Inc. and the Company dated as of
December 11, 1996.
10.6(4) Lease between the Company and Renco Associates
concerning real property located at 2801
Orchard Parkway, San Jose, California, dated
November 9, 1995.
10.7(5) License Agreement, by and between Rockwell Semiconductor Systems, Inc. and
the Company dated as of December 11, 1996.
10.8(5) Facilities and Equipment Agreement dated
December 12, 1996 by and between Rockwell
Semiconductor Systems, Inc. and the Company.
23* Consent of Price Waterhouse LLP, Independent Accountants.
27* Financial Data Schedule.
* Previously filed.
(1) Incorporated by reference from the Company's Form 10-K for
the year ended December 31, 1988.
(2) Incorporated by reference from the Company's Registration on
Form S-1 declared effective on September 19, 1988.
(3) Incorporated by reference from the Company's Registration Statement on Form S-8 declared
effective on June 18, 1991.
(4) Incorporated by reference from the Company's Form 10-K for the year ended
December 31, 1995.
(5) Incorporated by reference from the Company's Form 8-K filed
on April 14, 1997.
(b) Reports on Form 8-K. On December 19, 1996, the Company filed a
report on Form 8-K announcing that it filed a voluntary plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code.
14
15
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF WEITEK CORPORATION:
In our opinion, the accompanying consolidated balance sheets of discontinued
operations and the related consolidated statements of discontinued operations,
shareholders' equity and cash flows of discontinued operations present fairly,
in all material respects, the financial position of Weitek Corporation and its
subsidiary at December 31, 1996 and 1995, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1996, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
As discussed in Note 2, the Company entered into an asset purchase agreement
with Rockwell Semiconductor Systems, Inc. for the sale of certain of its assets,
rights and interests and a non-exclusive license to certain of its technology.
In connection with the agreement, the Company filed a voluntary plan of
reorganization to sell all of its assets and technology rights under Chapter 11
of the U.S. Bankruptcy Code in December 1996. This plan was approved by its
shareholders and the Bankruptcy Court in March 1997. As discussed in Notes 3 and
10, the accompanying financial statements include management's best estimates of
net realizable value of assets held for sale and claims currently pending
against the Company.
PRICE WATERHOUSE LLP
San Jose, California
April 11, 1997
15
16
WEITEK CORPORATION
CONSOLIDATED STATEMENTS OF DISCONTINUED OPERATIONS
Year Ended December 31,
-------------------------------------------------
(In thousands, except per share amounts) 1996 1995 1994
- ---------------------------------------------------------------------------------------------------------
Net revenue $ 7,972 $ 17,600 $ 28,450
Cost of revenue 6,364 10,726 20,370
-------- -------- --------
Gross margin 1,608 6,874 8,080
Research and development 2,498 7,345 9,569
Sales and marketing 334 2,832 7,348
General and administrative 1,771 1,407 2,133
-------- -------- --------
Loss from discontinued operations (2,995) (4,710) (10,970)
Interest and other income (net) 223 405 400
-------- -------- --------
Loss from discontinued operations before income taxes (2,772) (4,305) (10,570)
Net income from discontinued operations
during phase out period (Notes 1 and 2) -- -- --
Benefit of income taxes -- -- --
-------- -------- --------
Net loss from discontinued operations $ (2,772) $ (4,305) $(10,570)
======== ======== ========
Loss per share from discontinued operations $ (.32) $ (.51) $ (1.30)
======== ======== ========
Weighted average common shares 8,651 8,459 8,152
======== ======== ========
See accompanying notes to consolidated financial statements.
16
17
WEITEK CORPORATION
CONSOLIDATED BALANCE SHEETS OF DISCONTINUED OPERATIONS
December 31,
------------
(In thousands, except share amounts) 1996 1995
- ----------------------------------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 2,878 $ 6,028
Accounts receivable, net of allowances of $484 ($716 in 1995) 556 1,606
Inventories - 1,730
Assets held for sale 595 -
Prepaid expenses and other 157 272
----------- ----------
Total current assets 4,186 9,636
Equipment and leasehold improvements, net - 1,598
Other assets - 34
----------- ----------
$ 4,186 $ 11,268
=========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 211 $ 3,637
Accrued compensation and employee benefits 417 1,481
Other current liabilities 691 557
----------- ----------
Total current liabilities 1,319 5,675
----------- ----------
Commitments (Notes 5 and 10)
Shareholders' equity:
Preferred stock, 1,000,000 shares authorized, no par value;
no shares outstanding (none in 1995) - -
Common stock, 50,000,000 shares authorized, no par value;
8,654,156 shares outstanding (8,632,156 in 1995) 23,141 23,095
Accumulated deficit (20,274) (17,502)
------------ -----------
Total shareholders' equity 2,867 5,593
----------- ----------
$ 4,186 $ 11,268
=========== ==========
See accompanying notes to consolidated financial statements.
17
18
WEITEK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS OF DISCONTINUED OPERATIONS
Year Ended December 31,
---------------------------------------------
(In thousands) 1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM DISCONTINUED OPERATING ACTIVITIES
Net loss from discontinued operations $ (2,772) $ (4,305) $ (10,570)
Adjustments to reconcile net loss from discontinued operations
to net cash used by discontinued operating activities:
Depreciation and amortization 1,028 1,218 1,428
Assets held for sale valuation adjustment 345 - -
(Increase) decrease in assets:
Accounts receivable 1,050 2,537 2,575
Inventories 1,730 858 1,642
Prepaid expenses and other assets 149 108 131
Increase (decrease) in liabilities:
Accounts payable (3,426) (1,677) 713
Accrued compensation and employee benefits (1,064) (525) 966
Other liabilities 134 (417) 283
---------- ------------ ----------
Net cash used by discontinued operations (2,826) (2,203) (2,832)
----------- ------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Equipment and leasehold improvements (370) (1,093) (895)
Decrease in short-term investments, net - 7,032 1,734
---------- ----------- ----------
Net cash provided by investing activities (370) 5,939 839
----------- ----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash provided by issuance of common stock 46 760 802
---------- ----------- ----------
Net increase (decrease) in cash and cash equivalents (3,150) 4,496 (1,191)
Cash and cash equivalents at beginning of year 6,028 1,532 2,723
---------- ----------- ----------
Cash and cash equivalents at end of year $ 2,878 $ 6,028 $ 1,532
========== =========== ==========
See accompanying notes to consolidated financial statements.
18
19
WEITEK CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY OF DISCONTINUED OPERATIONS
Common Stock
------------ Accumulated
(In thousands, except share amounts) Shares Amount Deficit Total
- ------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1993 8,037,933 $ 21,533 $ (2,627) $ 18,906
Employee Stock Purchase Plan 150,698 380 -- 380
Issuance of common stock upon exercise of
stock options 105,208 422 -- 422
Net loss from discontinued operations -- -- (10,570) (10,570)
--------- --------- --------- ---------
BALANCE AT DECEMBER 31, 1994 8,293,839 22,335 (13,197) 9,138
Employee Stock Purchase Plan 157,991 319 -- 319
Issuance of common stock upon exercise of
stock options 180,326 441 -- 441
Net loss from discontinued operations -- -- (4,305) (4,305)
--------- --------- --------- ---------
BALANCE AT DECEMBER 31, 1995 8,632,156 23,095 (17,502) 5,593
Issuance of common stock upon exercise of
stock options 22,000 46 -- 46
Net loss from discontinued operations -- -- (2,772) (2,772)
--------- --------- --------- ---------
BALANCE AT DECEMBER 31, 1996 8,654,156 $ 23,141 $ (20,274) $ 2,867
========= ========= ========= =========
See accompanying notes to consolidated financial statements.
19
20
WEITEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION:
Weitek Corporation ("Weitek" or the "Company") specializes in semiconductor
technology to enhance the performance and value of industry standard computers
and software. Weitek was founded in 1981, and has its headquarters in San Jose,
California.
The consolidated financial statements of the Company include the accounts of the
Company and its wholly-owned subsidiary. Significant intercompany accounts and
transactions have been eliminated in consolidation. The accompanying financial
statements are prepared on the basis that the Company's operations have been
discontinued (see Note 2).
The Company operates on a calendar year; however, the first three fiscal
quarters end on the Saturday closest to the calendar quarter end. For ease of
presentation, interim periods are identified as ending on a calendar quarter
end.
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 at the date of the
financial statements and the reported amounts of revenues and expenses during
the reported period. Management estimated the amounts expected to be realized on
the assets to be sold, and the settlement of all liabilities at December 31,
1996. To the extent that a resulting net gain during the phase out period has
been estimated, such amounts are recognized when they are realized (see Note 2).
The amounts that the Company will ultimately realize could differ materially in
the near term from the amounts assumed in arriving at the gain on the disposal
of the discontinued operations.
NOTE 2. DISCONTINUED OPERATIONS:
During December 1996, the Company decided to discontinue all its operations when
it entered into an asset purchase agreement ("Agreement") with Rockwell
Semiconductor Systems, Inc. ("Rockwell").The agreement provides that Rockwell
acquire certain Weitek assets, rights and interests, and a non-exclusive license
to certain Weitek technology for approximately $3,124,000 subject to adjustments
as defined. In connection with the Agreement, Weitek filed a voluntary plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code ("Plan") (see Note
10). The Plan includes the Rockwell Agreement and provides for the disposition
of all other remaining assets and technology of the Company. The Plan was
approved by the Company's shareholders and the Bankruptcy Court ("Court") in
March 1997.
Prior to Court approval of the Plan, the Company obtained Court approval for
Rockwell to extend employment offers to Weitek employees. In addition, the Court
approved a petition to allow Rockwell personnel interim access to and use of
Weitek facilities and certain Weitek assets for $85,000 per month for the period
from January 1, 1997 through March 31, 1997. Further, the Company was granted
approval to enter into a license agreement with Rockwell for certain Weitek
technology.
20
21
WEITEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
As of December 31, 1996, management estimated that expected recoveries from the
sale of assets to Rockwell and others would amount to approximately $3,505,000,
which exceeded all costs expected to be incurred as a direct result of the
discontinuance of the Company's operations. These costs to be incurred as a
direct result of the discontinuance of the Company's operations consist of the
following (in thousands):
Year ended
December 31,
1996
----
Employee severance and related costs $ 598
Administrative costs 625
Legal and professional fees associated with the Bankruptcy proceedings 210
Other legal and professional costs 100
---------
$ 1,533
=========
NOTE 3. SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition.
Product Sales. Revenue from product sales was recognized upon shipment to the
final customer, except in the case of foreign distributors. The Company granted
foreign distributors limited rights to return products and recorded reserves to
cover this right of return at the time of sale.
Development contracts.
The Company generally used the percentage-of-completion method to account for
development contracts. Under the percentage-of-completion method, contract
revenues were recognized based on the estimated percentage of contract
performance completed. Anticipated losses on contracts, if any, were charged to
operations when identified.
Licenses.
Revenue resulting from the licensing of the Company's products and designs was
recognized when the related contractual obligations had been fulfilled and fees
were billable.
Significant Customers.
Sales to SGS Thompson Microelectronics, Inc. accounted for 57% of net revenue in
1996. Ryoyo, a Japanese distributor, accounted for 10% and 24% of net revenue in
1996 and 1995, respectively. Siemens represented 19% of the Company's net
revenue in 1995. Sales to Diamond Multimedia Systems represented 12%, and 22% of
net revenue in 1995 and 1994, respectively. No other customer represented 10% or
more of the Company's net revenue during these periods.
Export sales.
International sales had been managed by the Company's sales representatives and
conducted through distributors located primarily in Europe, Japan and Taiwan.
International sales represented 10% of net revenue in 1996, 39% of net revenue
in 1995 and 25% of net revenue in 1994. International sales are generally
denominated in U.S. dollars.
Cash and Cash Equivalents. Cash equivalents consist of U.S. treasury
bills, all maturing within three months of their date of purchase.
Concentration of Credit Risk. Financial instruments that potentially
subject the Company to concentrations of credit risk consist principally of
cash, cash equivalents and trade receivables. The Company places its cash and
cash equivalents with high-credit-quality institutions and, by policy, limits
the amount of credit exposure to any one institution. The Company performs
credit evaluations of its customers' financial condition but generally requires
no collateral. The Company maintains reserves for potential credit losses, and
all such losses to date have been within management's expectations.
Inventories. Inventories are stated at the lower of standard cost (which
approximates actual cost determined by the first-in, first-out method) or
market.
21
22
WEITEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Assets Held For Sale. Assets held for sale are stated at the lower of cost
or management's best estimate of net realizable value.
Equipment and Leasehold Improvements. Equipment and leasehold improvements
are stated at cost. Depreciation and amortization are computed using the
straight-line method based on useful lives of three to five years. Amortization
of leasehold improvements is based on the shorter of the useful life or the
lease term.
Stock-Based Compensation. The Company accounts for stock-based compensation
using the intrinsic value method prescribed in Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees". The Company provides
additional pro forma disclosures as required under Statement of Financial
Accounting Standards No. 123 (FAS 123), " Accounting for Stock-Based
Compensation" (see Note 6).
Income (Loss) Per Share From Discontinued Operations. Income (loss) per
share from discontinued operations is computed using the weighted average number
of common shares, excluding common equivalent shares that have an anti-dilutive
effect.
Recently Issued Accounting Pronouncements. In February 1997, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards
No. 128 ("FAS 128"), "Earnings per Share". FAS 128 requires the disclosure of
basic and diluted earnings per share data and is effective for fiscal years
ending after December 15, 1997. The adoption of FAS 128 has no effect on
earnings per share data for 1996, 1995 and 1994 as the Company incurred net
losses during these periods.
22
23
WEITEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
NOTE 4. DETAIL OF CONSOLIDATED BALANCE SHEET:
December 31,
------------
(In thousands) 1996 1995
- ----------------------------------------------------------------------------------------------------
Inventories:
Raw Materials $ - $ -
Work-in-process - 630
Finished Goods - 1,100
----------- ----------
$ - $ 1,730
=========== ==========
Equipment and leasehold improvements, at cost:
Machinery and equipment $ - $ 13,043
Furniture and fixtures - 1,086
Leasehold improvements - 373
----------- ----------
- 14,502
Accumulated depreciation and amortization - (12,904)
----------- ----------
$ - $ 1,598
=========== ==========
Assets held for sale, net book value:
Machinery and equipment $ 438 $ -
Furniture and fixtures 343 -
Leasehold improvements 159 -
----------- ----------
940 -
Valuation allowance (345) -
------------ ----------
$ 595 $ -
=========== ==========
Other current liabilities:
Legal costs $ 691 $ -
Administrative costs - 557
----------- ----------
$ 691 $ 557
=========== ==========
NOTE 5. LEASING ARRANGEMENTS:
The Company occupies its present principal facilities under a non-cancelable
operating lease expiring in 2001. In connection with the Rockwell Agreement (see
Note 2) all rights, title and interest in this lease were assigned to Rockwell
Semiconductor Systems, Inc. on April 1, 1997. The Company has no further
obligations under the lease.
Rent expense under all operating leases was approximately $424,000,
$507,000 and $819,000 in 1996, 1995 and 1994, respectively.
23
24
WEITEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
NOTE 6. SHAREHOLDERS' EQUITY:
Common Stock. In August 1990, the Company began a stock repurchase program
whereby up to 1,000,000 shares of common stock may be purchased on the open
market. As of December 31, 1996, approximately 808,000 shares in the aggregate
amount of $5,948,000 had been repurchased and retired. There were no share
repurchases in 1996, 1995 and 1994.
Common Stock Option Plans. Under the 1991 Incentive Stock Option Plan (the
"Option Plan"), incentive stock options to purchase common stock have been
granted to eligible employees at prices that are not less than the fair value of
the related shares on the date of grant, as determined by the Board of Directors
or its committee. Options are immediately exercisable and shares issued upon
exercise generally vest ratably each month over periods of one to five years
from the date of grant. The following summarizes activity under the Option Plan:
(In thousands, Number of Weighted Average
except for per share data) Shares Exercise Price
- -----------------------------------------------------------------------------------------------------------
Balance at December 31, 1993 1,664 $ 4.64
Options granted 444 6.63
Options canceled (385) 5.37
Options exercised (105) 4.00
----------
Balance at December 31, 1994 1,618 5.08
Options granted 926 3.51
Options canceled (585) 5.04
Options exercised (218) 2.45
----------
Balance at December 31, 1995 1,741 4.52
Options granted 642 0.94
Options canceled (1,465) 4.55
Options exercised (22) 2.09
---------
Balance at December 31, 1996 896 1.96
==========
On January 6, 1997, approximately 441,000 options were canceled upon employee
terminations.
The following table summarizes information about employee stock options
outstanding at December 31, 1996, net of the January 1997 cancellations (in
thousands, except for per share and contractual life data):
Options Outstanding Options Vested
------------------- --------------
Average
Remaining
Number Contractual Number
Exercise price Outstanding Life (Years) Outstanding
- ---------------------------------------------------------------------------
$0.37 2 0.33 -
$1.18 450 0.33 -
$2.06 1 0.33 1
$4.66 2 0.33 1
--------- ---------
455 2
========= =========
In connection with the Company's reorganization plan (see Note 2), holders of
outstanding options as of March 20, 1997 may exercise their options through
April 20, 1997. Thereafter, all unexercised options will be canceled and
extinguished.
24
25
WEITEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Employee Stock Purchase Plan. The Company has an Employee Stock Purchase Plan
(the "Purchase Plan") and has reserved 1,000,000 shares of common stock for
issuance pursuant thereto. The Purchase Plan permits eligible employees to
purchase shares at a price equal to 85% of the lower of the fair market value at
the beginning or end of each six-month offering period. In 1995, approximately
158,000 shares had been issued under the Purchase Plan at a weighted average
price of $2.02 per share. There were no shares issued in 1996.
Fair Value Disclosures
Had compensation cost for the 1996 and 1995 activity of the Company's stock
option and stock purchase plans been determined based on the fair value of such
instruments at their grant dates, as prescribed in FAS 123, the effect on the
Company's net loss from discontinued operations for 1996 and 1995 would have
been immaterial, due to estimated option and purchase right cancellations.
The fair value of each option or purchase right grant is estimated on the date
of the grant using the Black Scholes model with the following assumptions:
Year ended
December 31
-----------------
1996 1995
Dividend rate 0.0% 0.0%
Risk free interest rate 6.5% 6.5%
Volatility 234% 234%
Expected life
- Option Plan 0.5 years 1 year
- Purchase Plan 0.5 years 0.5 years
NOTE 7. DEVELOPMENT CONTRACTS AND LICENSING INCOME:
Development Contracts. The Company had entered into certain development
contracts primarily to provide customers with rights to desired technology. All
expenses incurred in connection with such contracts have been included in cost
of revenue. Other contracts were intended to provide only partial reimbursement
for the Company's own development efforts. For these contracts, customer
reimbursements were included in net revenue and expenses and were classified as
cost of revenue to the extent of such revenue, with any additional amount of
expenses classified as research and development.
Net revenue and cost of revenue related to development contracts
were as follows:
Year Ended December 31,
-------------------------------------
(In thousands) 1996 1995 1994
- ----------------------------------------------------------------------------------------------------
Net revenue $ 5,276 $ 1,385 $ 138
Cost of revenue 2,160 553 138
----------- ----------- ----------
Gross margin $ 3,116 $ 832 $ -
=========== =========== ==========
25
26
WEITEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
NOTE 8. RESTRUCTURING OF OPERATIONS
In 1994, the Company initiated a downsizing and cost reduction program.
Restructuring charges of $778,000 were recorded in connection with this cost
reduction program, which consisted primarily of severance benefits for
terminated employees. During 1995, the Company used substantially all of its
restructuring accrual to cover related restructuring liabilities. During, 1996,
the Company reduced its work force by approximately 80%, primarily in the sales
and marketing, general and administration and production areas. The Company paid
termination expenses of approximately $410,000 related to this work force
reduction. On December 11, 1996 the Company filed a voluntary plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code (see Note 2).
In the fourth quarter of 1996 the Company recorded a favorable settlement of
a purchase commitment with a major vendor and eliminated certain accrued
liabilities which were no longer required upon the Company's decision not to
continue as a going concern.
NOTE 9. INCOME TAXES:
The Company's deferred tax asset is comprised of the following:
December 31
--------------------------
(In thousands) 1996 1995
- -------------------------------------------------------------------------------------------------------------
Federal tax attribute carryforwards $ 8,550 $ 7,608
State tax attribute carryforwards 1,228 1,062
Reserves not currently deductible 1,677 1,605
Other 600 611
---------- ----------
12,055 10,886
Valuation allowance (12,055) (10,886)
----------- ----------
Net deferred tax asset $ - $ -
========== ==========
As of December 31, 1996, the Company has net operating loss carryforwards of
approximately $18 million and $20 million for federal and state tax reporting
purposes, respectively. The Company's tax carryforwards expire in 1997 through
2010. Management has recorded a full valuation allowance against deferred tax
assets on the basis that significant uncertainty exists regarding the
realizability of these assets. In the event of a change in control as defined by
the Internal Revenue Code, the Company's utilization of its net operating loss
carryforwards is subject to substantial annual limitations.
The benefit of income taxes reconciles to the amount computed by applying the
federal statutory rate to loss from discontinued operations before income taxes
as follows:
Year Ended December 31,
--------------------------------------
(In thousands) 1996 1995 1994
- ----------------------------------------------------------------------------------------------------
Tax benefit computed at the statutory rate $ (942) $ (1,507) $ (3,700)
Valuation allowance 1,169 1,826 3,713
Other, net (227) (319) (13)
----------- ------------ -----------
Benefit of income taxes $ - $ - $ -
========== =========== ==========
26
27
WEITEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
NOTE 10. LEGAL PROCEEDINGS:
In December 1995, the Company received a demand letter from an attorney
representing a former employee of the Company. This former employee claims an
uninsured disability loss of $691,000 resulting from her reliance on statements
allegedly made by the Company in connection with a company-wide
reduction-in-force. This claim has been submitted to the Bankruptcy Court. The
Company has reviewed this claim and believes that it is without merit and will
not have a material effect on the results of operations. However, litigation
claims are subject to inherent uncertainties and thus there can be no assurance
that this matter will ultimately be resolved in favor of the Company or that
such matter will not result in a significant liability to the Company.
On December 11, 1996, the Company filed a voluntary petition and a plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code. This filing was
pursuant to and a condition of the Rockwell Agreement. On March 20, 1997, the
U.S. Bankruptcy Court approved the plan of reorganization. The Rockwell
Agreement became effective on April 1, 1997 (see Note 2).
27
28
WEITEK CORPORATION
SELECTED QUARTERLY FINANCIAL INFORMATION ON DISCONTINUED OPERATIONS (UNAUDITED)
Year Ended December 31, 1996
-------------------------------------------------
Fourth Third Second First
(In thousands, except per share data) Quarter Quarter Quarter Quarter
- -----------------------------------------------------------------------------------------------------------------
Net revenue $ 1,872 $ 1,900 $ 3,240 $ 960
Cost of revenue (1,073) 1,307 2,095 4,035
----------- ---------- ---------- ---------
Gross margin 2,945 593 1,145 (3,075)
Research and development 28 153 437 1,880
Sales and marketing (546) 96 224 560
General and administrative (228) 289 344 500
Severance costs - - - 410
---------- ---------- ---------- ---------
Loss from discontinued operations 3,235 55 140 (6,425)
Interest and other income (net) 53 45 65 60
---------- ---------- ---------- ---------
Income (loss) from discontinued operations
before income taxes 3,288 100 205 (6,365)
Net income from discontinued operations
during phase out period - - - -
Benefit of income taxes - - - -
---------- ---------- ---------- ---------
Net income (loss) from discontinued operations $ 3,288 $ 100 $ 205 $ (6,365)
========== ========== ========== ==========
Income (loss) per share from discontinued operations $ .38 $ .01 $ .02 $ (.73)
========== ========== ========== ==========
Weighted average common shares and equivalents 8,654 8,670 8,675 8,642
======== ======== ======== =========
Year Ended December 31, 1995
-------------------------------------------------
Fourth Third Second First
(In thousands, except per share data) Quarter Quarter Quarter Quarter
- -----------------------------------------------------------------------------------------------------------------
Net revenue $ 3,300 $ 3,300 $ 5,100 $ 5,900
Cost of revenue 2,021 1,775 3,095 3,835
---------- ---------- ---------- ---------
Gross margin 1,279 1,525 2,005 2,065
Research and development 1,604 1,750 1,988 2,003
Sales and marketing 760 648 701 723
General and administrative 330 357 356 364
---------- ---------- ---------- ---------
Loss from discontinued operations (1,415) (1,230) (1,040) (1,025)
Interest and other income (net) 80 100 125 100
---------- ---------- ---------- ---------
Loss from discontinued operations before income taxes (1,335) (1,130) (915) (925)
Benefit of income taxes - - - -
---------- ---------- ---------- ---------
Net loss from discontinued operations $ (1,335) $ (1,130) $ (915) $ (925)
=========== ========== =========== ==========
Loss per share from discontinued operations $ (.16) $ (.13) $ (.11) $ (.11)
=========== =========== =========== ==========
Weighted average common shares 8,565 8,546 8,403 8,321
========== ========== ========== =========
28
29
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.
/s/ Richard H. Bohnet
---------------------------------
Richard H. Bohnet
* Responsible Person
Dated: April 15, 1997
* As of the date of this filing, the Registrant no longer has any persons
serving as executive officers or members of its board of directors. Pursuant to
the Registrant's Plan of Reorganization approved by the United States Bankruptcy
Court on March 20, 1997, Mr. Bohnet, the former President and Chief Executive
Officer of the Registrant, is designated as the Responsible Person empowered to
do all things necessary and appropriate to meet the Registrant's obligations.
29
30
Exhibit Index
-------------
3.1(1) Restated Articles of Incorporation.
3.2(2) By-Laws.
10.1(2) Form of Indemnification Agreement entered into between the
Company and its officers and directors.
10.2(2) Registrant's 1988 Employee Stock Purchase Plan and Form of
Subscription Agreement.
10.3(3) Registrant's 1991 Stock Option Plan.
10.4(2) Asset Purchase Agreement, by and between Rockwell Semiconductor
Systems, Inc. and the Company dated as of December 11, 1996.
10.5(5) Engineering Services Agreement, by and between Rockwell
Semiconductor Systems, Inc. and the Company dated as of
December 11, 1996.
10.6(4) Lease between the Company and Renco Associates
concerning real property located at 2801
Orchard Parkway, San Jose, California, dated
November 9, 1995.
10.7(5) License Agreement, by and between Rockwell Semiconductor Systems, Inc. and
the Company dated as of December 11, 1996.
10.8(5) Facilities and Equipment Agreement dated December 12, 1996 by and between
Rockwell Semiconductor Systems, Inc. and the Company.
23* Consent of Price Waterhouse LLP, Independent Accountants.
27* Financial Data Schedule.
* Previously filed.
(1) Incorporated by reference from the Company's Form 10-K for
the year ended December 31, 1988.
(2) Incorporated by reference from the Company's Registration on
Form S-1 declared effective on September 19, 1988.
(3) Incorporated by reference from the Company's Registration
Statement on Form S-8 declared effective on June 18, 1991.
(4) Incorporated by reference from the Company's Form 10-K for
the year ended December 31, 1995.
(5) Incorporated by reference from the Company's Form 8-K filed
on April 14, 1997.
30