SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A-1 [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from __________ to __________ Commission File No. 0-25502 INFORMATION STORAGE DEVICES, INC. (Exact name of registrant as specified in its charter) California 77-0197173 (State or other jurisdiction (IRS Employer incorporation or organization) Identification No.) 2045 Hamilton Avenue, San Jose, CA 95125 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (408) 369-2400 -------------- 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 whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X NO ____ Indicate by check mark if 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 ] The aggregate market value of voting stock held by nonaffiliates of the Registrant, was approximately $72,585,252 (based upon the closing price for shares of the Registrant's Common Stock as reported by the Nasdaq National Market on February 28, 1998). Shares of Common Stock held by each officer, director and holder of 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. On February 28, 1998, approximately 9,842,068 shares of Common Stock, no par value, were outstanding. PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a) 1. Financial Statements. The following financial statements and Report of Independent Public Accountants are included in Item 8 of this report. Balance Sheets at December 31, 1997 and 1996 Statements of Operations for the years ended December 31, 1997, 1996, and 1995 Statements of Stockholders' Equity for the years ended December 31, 1997, 1996, and 1995 Statements of Cash Flows for the years ended December 31, 1997, 1996, and 1995 Notes to Financial Statements Report of Independent Public Accountants 2. Financial Statement Schedules. The following financial statement schedule is filed as part of this Annual Report on Form 10-K. Page (s) in Annual Report Description Form 10-K ----------- ------------- Schedule II - Valuation and Qualifying Accounts....... F-1 All other schedules are omitted because they are not applicable, or not required, or because the required information is included in the financial statements or notes thereto. 3. Exhibits - INDEX TO EXHIBITS Exhibit Number Exhibit Title ------- ------------- 3.01 -- Registrant's Articles of Incorporation, as amended to date(1) 3.03 -- Registrant's Bylaws, as amended to date(2) 3.04 -- Certificate of Determination specifying the terms of the Series A Participating Preferred Stock of the Registrant as filed with the California Secretary of State on December 28, 1995(3) 4.01 -- Form of Specimen Certificate for Registrant's Common Stock(2) 4.02 -- Amended and Restated Registration Rights Agreement, dated as of July 8, 1991, as amended(1) 4.03 -- Rights Agreement dated December 28, 1995, between the Registrant and the First National Bank of Boston, as Rights Agent, and related documents(3) 10.01 -- Registrant's 1987 Stock Option Plan, as amended, and related documents(4)* 10.02 -- Registrant's 1994 Equity Incentive Plan, as amended, and related documents(5)* 10.03 -- Registrant's 1994 Directors Stock Option Plan and related documents(6)* 10.04 -- Registrant's 1994 Employee Stock Purchase Plan and related documents, as amended(5)* 10.05 -- Form of Indemnification Agreement entered into with each of Registrant's directors and executive officers(2)* 10.08 -- Lease Agreement between Registrant and Greylands Business Park, Phase I dated August 24, 1994, together with Addendum dated July 25, 1995(1) 10.09 -- Wafer Foundry Agreement between Registrant and Samsung Electronics Co., Ltd., dated December 26, 1992 as amended(1)** together with Amendment to Wafer Foundry Agreement Process and Storage Cell Technology License dated December 26, 1995(7) 10.21 -- Acceptance, Letter of Credit, Loan and Security Agreements between Registrant and Union Bank dated June 30, 1997 (includes related Summary Schedules) 10.22 -- Agreement for Contract Manufacturing between Registrant and Rohm Electronics, a Division of Rohm Corporation, dated as of November 27, 1995(7)** 10.23 -- Form of Employment Agreement dated January 19, 1996 between Registrant and all of the Company's executive officers and certain key employees(6)* 10.24 -- Form of Amended and Restated Employment Agreement dated May 14, 1996 between Registrant and certain of the Company's executive officers(4)* 10.25 -- Form of Amended and Restated Employment Agreement dated November 19, 1996 between Registrant and certain of the Company's executive officers(8)* 10.26 -- International Distributorship Agreement between Registrant and Marubun Corporation effective as of April 12, 1994(9) 23.01 -- Consent of Arthur Andersen LLP, Independent Public Accountants 27.01 -- Financial Data Schedule 27.02 -- Restated Financial Data Schedule for the nine months ended September 27, 1997 (10) 27.03 -- Restated Financial Data Schedule for the six months ended June 28, 1997 (10) 27.04 -- Restated Financial Data Schedule for the three months ended March 29, 1997 (10) 27.05 -- Restated Financial Data Schedule for the year ended December 31, 1996 (10) 27.06 -- Restated Financial Data Schedule for the nine months ended September 28, 1996 (10) 27.07 -- Restated Financial Data Schedule for the six months ended June 30, 1996 (10) 27.08 -- Restated Financial Data Schedule for the three months ended March 31, 1996 (10) 27.09 -- Restated Financial Data Schedule for the year ended December 31, 1995 (10) ---------- * Management contract or compensatory plan or arrangement. ** Confidential treatment has been granted for portions of this document. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission. (1) Incorporated by reference to the exhibit of the same number filed with Registrant's Form S-1 Registration Statement (File No. 33-94852). (2) Incorporated by reference to the exhibit of the same number filed with Registrant's Form S-1 Registration Statement (File No. 33-86458). (3) Incorporated by reference to the exhibit of the same number filed with Registrant's Form 8-K filed on or about January 5, 1996. (4) Incorporated by reference to the exhibit of the same number filed with Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996. (5) Incorporated by reference to the exhibit of the same number filed with Registrant's Quarterly Report on Form 10-Q for the quarter ended September 27, 1997. (6) Incorporated by reference to the exhibit of the same number filed with Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996. (7) Incorporated by reference to the exhibit of the same number filed with Registrant's Annual Report on Form 10-K for the year ended December 31, 1995. (8) Incorporated by reference to the exhibit of the same number filed with Registrant's Annual Report on Form 10-K for the year ended December 31, 1996. (9) Incorporated by reference to the exhibit of the same number filed with Registrant's Quarterly Report on Form 10-Q for the quarter ended June 28, 1997. (10) Filed herewithin. (b) Reports on Form 8-K. The Company filed no reports on Form 8-K during the fourth quarter of the fiscal year ended December 31, 1996. (c) The exhibits required by this Item are listed under Item 14 (a) 3 above. (d) The financial statement schedule required by this Item is listed under Item 14 (a) 2 above. 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. INFORMATION STORAGE DEVICES, INC. By: /S/FELIX J. ROSENGARTEN ------------------------------- Felix J. Rosengarten Vice President, Finance and Administration, Chief Financial Officer Date: May 7, 1998 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities an on the dates indicated. Signature Title Date - --------- ----- ---- /S/ DAVID L. ANGEL Chairman of the Board, Chief Executive May 7, 1998 Officer and Director - ------------------------- (Principle Executive Officer) David L. Angel /S/ FELIX J. ROSENGARTEN Vice President, Finance and Administration, May 7, 1998 and Chief Financial Officer - ------------------------- (Principal Financial Officer and Felix J. Rosengarten Principal Accounting Officer) /S/ FREDERICK B. BAMBER Director May 7, 1998 - ------------------------- Frederick B. Bamber /S/ EUGENE J. FLATH Director May 7, 1998 - ------------------------- Eugene J. Flath /S/ ALAN V. KING Director May 7, 1998 - ------------------------- Alan V. King /S/ ERIC J. OCHILTREE Director May 7, 1998 - ------------------------- Eric J. Ochiltree /S/ FREDERICK L. ZIEBER Director May 7, 1998 - ------------------------- Frederick L. Zieber