FORM 10-K/A
AMENDMENT NO. 2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(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, 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 Number 1-13828
MEMC ELECTRONIC MATERIALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 56-1505767
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
501 PEARL DRIVE (CITY OF O'FALLON), ST. PETERS, MISSOURI 63376
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 279-5500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of each exchange on which registered:
$.01 par value Common Stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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. [X] Yes [ ] 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 the voting stock held by nonaffiliates of the
registrant, based upon the closing price of such stock on December 4, 1998, as
reported by the New York Stock Exchange, was approximately $176.2 million.
The number of shares outstanding of the registrant's Common Stock as of
December 4, was 40,507,216 shares.
-----------------------------
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the registrant's Annual Report to Stockholders for the
fiscal year ended December 31, 1997 (Part I, Part II, and Part IV of the
original Form 10-K).
(2) Portions of the registrant's Notice of Annual Meeting of Stockholders
and Proxy Statement dated March 23, 1998 (Part III of the original Form 10-K).
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
3. Exhibits
See the Exhibit Index beginning at page 3 of this report. For a listing of
all management contracts and compensatory plans or arrangements required to be
filed as exhibits to this report, see the Exhibits listed under Exhibit nos.
10-n through 10-r and Exhibit nos. 10-aa, 10-oo, 10-pp, 10-xx, 10-yy, 10-ggg,
10-hhh, 10-iii, 10-nnn, 10-ooo, and 10-ppp of the Exhibit Index. The following
Exhibits listed in the Exhibit Index are filed with this report.
10-ll Seller Technology License Agreement dated as of July 31, 1995, among
Albemarle Corporation, the Company and MEMC Pasadena, Inc.
10-mm Technology Purchase Agreement dated as of July 31, 1995, among
Albemarle Corporation and the Company
10-nn Ground Lease Agreement dated as of July 31, 1995, between Albemarle
Corporation and MEMC Pasadena, Inc.
10-nn(1) Amendment to Ground Lease Agreement dated as of May 31, 1997, between
the Company, MEMC Pasadena, Inc., and Albemarle Corporation
10-nnn Consulting Agreement dated December 1, 1997, between the Company and
Dr. Robert M. Sandfort
4. Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the quarter ended
December 31, 1997.
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.
MEMC ELECTRONIC MATERIALS, INC.
By: /s/ JAMES M. STOLZE
__________________________________
James M. Stolze
Executive Vice President and Chief
Financial Officer
Date: December 10, 1998
EXHIBIT INDEX
These Exhibits are numbered in accordance with the Exhibit Table of Item
601 of Regulation S-K.
Exhibit
No. Description
_______ _____________________________________________________________________
2 Omitted -- Inapplicable
3(i) Restated Certificate of Incorporation of the Company (Incorporated by
reference to Exhibit 3-a of the Company's Form 10-Q for the Quarter
ended June 30, 1995)
3(ii) Restated By-laws of the Company (Incorporated by reference to Exhibit
3-b of the Company's Form 10-Q for the Quarter ended September 30,
1996)
4 Omitted-- Inapplicable
5 Omitted-- Inapplicable
9 Omitted-- Inapplicable
*10-a Shareholders Agreement dated May 24, 1994 among the Company and China
Steel Corporation ("China Steel"), China Development Corporation and
Chiao Tung Bank (Incorporated by reference to Exhibit 10(a) of
Amendment No. 4 to the Company's Form S-1 Registration Statement No.
33-92412)
*10-b Technology Cooperation Agreement dated October 26, 1994 between the
Company and Taisil Electronic Materials Corporation ("Taisil")
(Incorporated by reference to Exhibit 10-b of Amendment No. 4 to the
Company's Form S-1 Registration Statement No. 33-92412)
10-c Joint Venture Agreement dated August 28, 1990 among the Company,
Pohang Iron and Steel Company, Ltd. ("POSCO") and Samsung Electronics
Company, Ltd. ("Samsung") (Incorporated by reference to Exhibit 10-c
of Amendment No. 1 to the Company's Form S-1 Registration Statement
No. 33-92412)
10-d First Amendment to Joint Venture Agreement dated December 9, 1993
among the Company, POSCO and Samsung (Incorporated by reference to
Exhibit 10-d of Amendment No. 1 to the Company's Form S-1 Registration
Statement No. 33-92412)
10-e Second Amendment to Joint Venture Agreement dated December 30, 1994
among the Company, POSCO and Samsung (Incorporated by reference to
Exhibit 10-e of Amendment No. 1 to the Company's Form S-1 Registration
Statement No. 33-92412)
*10-f Technical Agreement dated December 19, 1990 between the Company and
POSCO Huls Company Limited ("PHC") (Incorporated by reference to
Exhibit 10-f of Amendment No. 1 to the Company's Form S-1 Registration
Statement No. 33-92412)
*10-g Amendment to Technical Agreement dated as of January 1, 1995 between
the Company and PHC (Incorporated by reference to Exhibit 10-g of
Amendment No. 1 to the Company's Form S-1 Registration Statement No.
33-92412)
*10-h Shareholder's Agreement dated as of May 16, 1995 between the Company
and Texas Instruments Incorporated ("TI") (Incorporated by reference
to Exhibit 10-h of Amendment No. 4 to the Company's Form S-1
Registration Statement No. 33-92412)
*10-i TI Purchase Agreement dated as of June 30, 1995 between the Company,
MEMC Southwest Inc. ("MEMC Southwest") and TI (Incorporated by
reference to Exhibit 10-i of the Company's Form 10-Q for the Quarter
ended June 30, 1995)
*10-i(1) Amendment to TI Purchase Agreement dated as of June 5, 1997,
between MEMC Southwest Inc. and TI (Incorporated by reference to
Exhibit 10-i of the Company's Form 10-Q for the Quarter ended June 30,
1997)
10-j Lease Agreement Covering Silicon Wafer Operation Premises dated June
30, 1995 between TI and MEMC Southwest (Incorporated by reference to
Exhibit 10-j of the Company's Form 10-Q for the Quarter ended June 30,
1995)
10-j(1) Sublease Agreement covering Silicon Wafer Operation Premises dated
June 30, 1995 between TI and MEMC Southwest (Incorporated by reference
to Exhibit 10-j(1) of the Company's Form 10-Q for the Quarter ended
June 30, 1995)
*10-k Technology Transfer Agreement dated as of June 30, 1995 between the
Company, TI and MEMC Southwest (Incorporated by reference to Exhibit
10-k of the Company's Form 10-Q for the Quarter ended June 30, 1995)
10-l Registration Rights Agreement between the Company and Huls Corporation
(Incorporated by reference to Exhibit 10-l of the Company's Form 10-K
for the Year ended December 31, 1995)
10-m Form of Master Reserve Volume Agreement (Incorporated by reference to
Exhibit 10-m of the Company's Form 10-K for the Year ended December
31, 1995)
+10-n Employment Agreement between the Company and Dr. Robert M. Sandfort
(Incorporated by reference to Exhibit 10-q of the Company's Form 10-K
for the Year ended December 31, 1995)
+10-o Employment Agreement dated as of April 1, 1993 among Huls Belgium
S.A., the Company and Marcel Coinne (Incorporated by reference to
Exhibit 10-r of Amendment No. 1 to the Company's Form S-1 Registration
Statement No. 33-92412)
+10-p MEMC Supplemental Executive Pension Plan 1997 Restatement
(Incorporated by reference to Exhibit 10-s of the Company's Form 10-Q
for the Quarter ended March 31, 1997)
+10-q MEMC Electronic Materials, Inc. 1995 Equity Incentive Plan as Amended
and Restated on March 18, 1997 (Incorporated by reference to Exhibit
10-t of the Company's Form 10-Q for the Quarter ended March 31, 1997)
+10-q(1) Form of Stock Option and Restricted Stock Agreement (Incorporated
by reference to Exhibit 10-t(1) of the Company's Form 10-K for the
Year ended December 31, 1995)
+10-q(2) Stock Option and Restricted Stock Agreement between the Company
and Dr. Robert M. Sandfort (Incorporated by reference to Exhibit
10-t(3) of the Company's Form 10-K for the Year ended December 31,
1995)
+10-r Annual Incentive Plan for Selected Key Employees of MEMC Electronic
Materials, Inc. and its Subsidiaries (Incorporated by reference to
Exhibit 10-u of Amendment No. 1 to the Company's Form S-1 Registration
Statement No. 33-92412)
10-s Service Agreement dated January 1, 1995 between the Company and Huls
Corporation (Incorporated by reference to Exhibit 10-v of Amendment
No. 1 to the Company's Form S-1 Registration Statement No. 33-92412)
10-t Letter Agreement dated June 19, 1995 amending the Service Agreement
dated January 1, 1995 among the Company and Huls Corporation
(Incorporated by reference to Exhibit 10-w of the Company's Form 10-Q
for the Quarter ended June 30, 1995)
10-u Agency and Services Agreement dated January 1, 1995 between MEMC
Electronic Materials, SpA and Huls France S.A. (Incorporated by
reference to Exhibit 10-x of Amendment No. 1 to the Company's Form S-1
Registration Statement No. 33-92412)
10-v Agency and Services Agreement dated April 1, 1989 between MEMC
Electronic Materials, SpA and Huls (U.K.) Ltd. and the amendment
thereto dated November 20, 1991 (Incorporated by reference to Exhibit
10-y of Amendment No. 1 to the Company's Form S-1 Registration
Statement No. 33- 92412)
10-w Service Agreement effective July 1, 1995 between MEMC Electronic
Materials, SpA and Huls AG (and English translation thereof)
(Incorporated by reference to Exhibit 10-z of the Company's Form 10-K
for the Year ended December 31, 1995)
10-x Sales Representative and Offer Agency Agreement dated November 7, 1991
between MEMC Electronic Materials, SpA and MEMC Electronic Materials,
Company (now MEMC Huls Korea Company) (Incorporated by reference to
Exhibit 10-aa of Amendment No. 1 to the Company's Form S-1
Registration Statement No. 33-92412)
*10-y Trichlorosilane Supply Agreement between MEMC Electronic Materials
SpA and Huls Silicone GmbH dated as of December 31, 1995 (Incorporated
by reference to Exhibit 10-bb of the Company's Form 10-K for the Year
ended December 31, 1995)
10-z Sales Representative and Offer Agency Agreement dated December 9, 1991
between the Company and MEMC Electronic Materials, Company (now MEMC
Huls Korea Company) (Incorporated by reference to Exhibit 10-cc of
Amendment No. 1 to the Company's Form S-1 Registration Statement No.
33-92412)
+10-aa Employment Agreement effective as of June 16, 1995 between the
Company and James M. Stolze (Incorporated by reference to Exhibit
10-ee of Amendment No. 1 to the Company's Form S-1 Registration
Statement No. 33-92412)
10-bb Note Agreement dated as of June 30, 1995 among MEMC Southwest Inc.,
Texas Instruments Incorporated and MEMC Electronic Materials, Inc.
(Incorporated by reference to Exhibit 10-gg of the Company's Form 10-K
for the Year ended December 31, 1995)
10-cc Credit Agreement dated as of July 10, 1995, between the Company and
Huls Corporation (Incorporated by reference to Exhibit 10-jj of the
Company's Form 10-Q for the Quarter ended June 30, 1995)
10-dd Credit Agreement dated as of July 10, 1995, between the Company and
Huls Corporation (Incorporated by reference to Exhibit 10-kk of the
Company's Form 10-Q for the Quarter ended June 30, 1995)
10-ee Credit Agreement dated as of July 10, 1995, between the Company and
Huls Corporation (Incorporated by reference to Exhibit 10-ll of the
Company's Form 10-Q for the Quarter ended June 30, 1995)
10-ff Credit Agreement dated as of July 10, 1995, between the Company and
Huls Corporation (Incorporated by reference to Exhibit 10-mm of the
Company's Form 10-Q for the Quarter ended June 30, 1995)
10-gg Credit Agreement dated as of July 10, 1995, between the Company and
Huls AG (Incorporated by reference to Exhibit 10-nn of the Company's
Form 10-Q for the Quarter ended June 30, 1995)
10-hh Credit Agreement dated as of July 10, 1995, between the Company and
Huls AG (Incorporated by reference to Exhibit 10-oo of the Company's
Form 10-Q for the Quarter ended June 30, 1995)
10-ii Revolving Credit Agreement dated as of July 10, 1995, between the
Company and Huls AG (Incorporated by reference to Exhibit 10-pp of the
Company's Form 10-Q for the Quarter ended June 30, 1995)
10-jj Reimbursement Agreement effective as of August 1, 1995 between the
Company and Huls AG (Incorporated by reference to Exhibit 10-rr of the
Company's Form 10-K for the Year ended December 31, 1995)
10-kk MEMC Technology License Agreement dated as of July 31, 1995, between
Albemarle Corporation and the Company (Incorporated by reference to
Exhibit 10-tt of the Company's Form 10-K for the Year ended December
31, 1995)
*10-ll Seller Technology License Agreement dated as of July 31, 1995, among
Albemarle Corporation, the Company, and MEMC Pasadena, Inc.
*10-mm Technology Purchase Agreement dated as of July 31, 1995, among
Albemarle Corporation and the Company
10-nn Ground Lease Agreement dated as of July 31, 1995, between Albemarle
Corporation and MEMC Pasadena, Inc.
10-nn(1) Amendment to Ground Lease Agreement dated as of May 31, 1997,
between the Company, MEMC Pasadena, Inc., and Albemarle Corporation
+10-oo Form of Stock Option and Performance Restricted Stock Agreement
(Incorporated by reference to Exhibit 10-yy of the Company's Form 10-K
for the Year ended December 31, 1995)
+10-pp Form of Stock Option Agreement (Incorporated by reference to Exhibit
10-zz of the Company's Form 10-K for the Year ended December 31, 1995)
10-qq Credit Agreement between the Company and Huls AG dated as of December
22, 1995 (Incorporated by reference to Exhibit 10-aaa of the Company's
Form 10-K for the Year ended December 31, 1995)
10-rr Credit Agreement between the Company and Huls AG dated as of December
22, 1995 (Incorporated by reference to Exhibit 10-bbb of the Company's
Form 10-K for the Year ended December 31, 1995)
10-ss Credit Agreement between the Company and Huls AG dated as of December
22, 1995 (Incorporated by reference to Exhibit 10-ccc of the Company's
Form 10-K for the Year ended December 31, 1995)
10-tt Credit Agreement between the Company and Huls AG dated as of December
22, 1995 (Incorporated by reference to Exhibit 10-ddd of the Company's
Form 10-K for the Year ended December 31, 1995)
10-uu Commitment Fee Agreement between the Company and Huls Corporation
dated as of July 10, 1995 (Incorporated by reference to Exhibit 10-eee
of the Company's Form 10-K for the Year ended December 31, 1995)
10-vv Commitment Fee Agreement between the Company and Huls Corporation
dated as of July 10, 1995 (Incorporated by reference to Exhibit 10-fff
of the Company's Form 10-K for the Year ended December 31, 1995)
10-ww Commitment Fee Agreement between the Company and Huls Corporation
dated as of July 10, 1995 (Incorporated by reference to Exhibit 10-ggg
of the Company's Form 10-K for the Year ended December 31, 1995)
+10-xx Employment Agreement dated September 3, 1996 between the Company and
Ludger H. Viefhues (Incorporated by reference to Exhibit 10-hhh of the
Company's Form 10-Q for the Quarter ended September 30, 1996)
+10-yy Stock Option Agreement dated as of September 1, 1996 between the
Company and Ludger H. Viefhues (Incorporated by reference to Exhibit
10-iii of the Company's Form 10-Q for the Quarter ended September 30,
1996)
*10-zz HSC/MEMC Agreement dated as of December 27, 1994 between the Company
and Hemlock Semiconductor Corporation ("Hemlock") (Incorporated by
reference to Exhibit *10-ggg of the Company's Form 10-Q for the
Quarter ended March 31, 1997)
*10-zz(1) Letter Amendment dated as of June 20, 1995 to the HSC/MEMC
Agreement between the Company and Hemlock (Incorporated by reference
to Exhibit *10-ggg(1) of the Company's Form 10-Q for the Quarter ended
March 31, 1997)
*10-zz(2) Letter Amendment dated as of November 8, 1996 to the HSC/MEMC
Agreement between the Company and Hemlock (Incorporated by reference
to Exhibit *10-ggg(2) of the Company's Form 10-Q for the Quarter ended
March 31, 1997)
*10-aaa Joint Venture Agreement dated as of December 20, 1996 between the
Company and Khazanah Nasional Berhad (Incorporated by reference to
Exhibit 10-hhh of the Company's Form 10-K for the Year ended December
31, 1996)
*10-bbb Technology Cooperation Agreement dated as of December 20, 1996 between
the Company and MEMC Kulim Electronic Materials, SDN BHD (Incorporated
by reference to Exhibit 10-iii of the Company's Form 10-K for the Year
ended December 31, 1996)
10-ccc Credit Agreement dated as of December 1, 1996 between the Company and
Huls AG (Incorporated by reference to Exhibit 10-jjj of the Company's
Form 10-K for the Year ended December 31, 1996)
10-ddd Credit Agreement dated as of December 1, 1996 between the Company and
Huls AG (Incorporated by reference to Exhibit 10-kkk of the Company's
Form 10-K for the Year ended December 31, 1996)
10-eee Credit Agreement dated as of April 1, 1996 between the Company and
Huls AG (Incorporated by reference to Exhibit 10-lll of the Company's
Form 10-K for the Year ended December 31, 1996)
10-fff Fourth Short-Term Loan Agreement dated as of March 31, 1996 between
the Company and Huls Corporation (Incorporated by reference to Exhibit
10-mmm of the Company's Form 10-K for the Year ended December 31,
1996)
+10-ggg Form of Stock Option and Performance Restricted Stock Agreement
(Incorporated by reference to Exhibit 10-nnn of the Company's Form
10-Q for the Quarter ended March 31, 1997)
+10-hhh Form of Stock Option Agreement (Incorporated by reference to
Exhibit 10-ooo of the Company's Form 10-Q for the Quarter ended March
31, 1997)
+10-iii Form of Stock Option Agreement (Nonemployee Directors)
(Incorporated by reference to Exhibit 10-ppp of the Company's Form
10-Q for the Quarter ended March 31, 1997)
10-jjj Five Year Credit Agreement dated as of June 26, 1997, between the
Company and Huls Corporation (Incorporated by reference to Exhibit
10-qqq of the Company's Form 10-Q for the Quarter ended June 30, 1997)
10-kkk Six Year Credit Agreement dated as of June 26, 1997, between the
Company and Huls Corporation (Incorporated by reference to Exhibit
10-rrr of the Company's Form 10-Q for the Quarter ended June 30, 1997)
10-lll Seven Year Credit Agreement dated as of June 26, 1997, between the
Company and Huls Corporation (Incorporated by reference to Exhibit
10-sss of the Company's Form 10-Q for the Quarter ended June 30, 1997)
10-mmm Eight Year Credit Agreement dated as of June 26, 1997, between the
Company and Huls Corporation (Incorporated by reference to Exhibit
10-ttt of the Company's Form 10-Q for the Quarter ended June 30, 1997)
+10-nnn Consulting Agreement dated December 1, 1997, between the Company
and Dr. Robert M. Sandfort
+10-ooo Separation Agreement, General Release and Covenant Not to Sue dated
December 31, 1997, between the Company and Tommy L. Cadwell
(Incorporated by reference to Exhibit 10-ooo of the Company's Form
10-K for the Year ended December 31, 1997)
+10-ppp Letter Agreement dated as of April 1, 1993, between the Company and
Ralph D. Hartung (Incorporated by reference to Exhibit 10-ppp of the
Company's Form 10-K for the Year ended December 31, 1997)
11 Omitted-- Inapplicable
12 Omitted-- Inapplicable
13 Pages 4 through 5 (the paragraphs contained in "To Our Stockholders"
under the section entitled "Looking Ahead"), pages 12 through 41
(excluding the "Report of Management" on page 40), and page 44 of the
Company's 1997 Annual Report (Incorporated by reference to Exhibit 13
of the Company's Form 10-K for the Year ended December 31, 1997)
16 Omitted -- Inapplicable
18 Omitted -- Inapplicable
21 Subsidiaries of the Company (Incorporated by reference to Exhibit 21
of the Company's Form 10-K for the Year ended December 31, 1997)
22 Omitted -- Inapplicable
23-a Consent of KPMG Peat Marwick LLP (Incorporated by reference to Exhibit
23-a of the Company's Form 10-K for the Year ended December 31, 1997)
23-b Consent of KPMG San Tong Corp. (Incorporated by reference to Exhibit
23-b of the Company's Form 10-K for the Year ended December 31, 1997)
23-c Consent of KPMG Peat Marwick (Incorporated by reference to Exhibit
23-c of the Company's Form 10-K for the Year ended December 31, 1997)
24 Powers of Attorney submitted by Dr. Erhard Meyer-Galow; Willem D.
Maris; Dr. Alfred Oberholz; Paul T. O'Brien; and Michael B. Smith
(Incorporated by reference to Exhibit 24 of the Company's Form 10-K
for the Year ended December 31, 1997)
27 Financial Data Schedule for the Fiscal Year Ended December 31, 1997
(filed electronically with the SEC only) (Incorporated by reference to
Exhibit 27 of the Company's Form 10-K for the Year ended December 31,
1997)
27-a Restated Financial Data Schedule for the Fiscal Year ended December
31, 1996 (filed electronically with the SEC only) (Incorporated by
reference to Exhibit 27-a of the Company's Form 10-K/A Amendment No. 1
for the Year ended December 31, 1997)
27-b Restated Financial Data Schedule for the Nine Months ended September
30, 1996 (filed electronically with the SEC only) (Incorporated by
reference to Exhibit 27-b of the Company's Form 10-K/A Amendment No. 1
for the Year ended December 31, 1997)
27-c Restated Financial Data Schedule for the Six Months ended June 30,
1996 (filed electronically with the SEC only) (Incorporated by
reference to Exhibit 27-c of the Company's Form 10-K/A Amendment No. 1
for the Year ended December 31, 1997)
99 Omitted -- Inapplicable
- -----------------
* Confidential treatment of certain portions of these documents has been
granted.
+ These Exhibits constitute all management contracts, compensatory plans and
arrangements required to be filed as an Exhibit to this form pursuant to
Item 14(c) of this report.