================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 10-Q
----------------
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the period ended June 29, 1996.
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number: 0-24360
SPECTRIAN CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 77-0023003
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
350 West Java Drive
Sunnyvale, California 94089
(Address of principal executive offices)
Telephone Number (408) 745-5400
(Registrant's telephone number, including area code)
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___
---
As of June 29, 1996 there were 8,117,322 shares of the Registrant's Common Stock
outstanding.
================================================================================
SPECTRIAN
CORPORATION
Form 10-Q
INDEX
Page No.
Cover Page 1
Index 2
PART I - Financial Information
ITEM 1 - Condensed consolidated financial statements
Condensed consolidated balance sheets -
June 29, 1996 and March 31, 1996 3
Condensed consolidated statements of operations -
three months ended
June 29, 1996 and July 1, 1995 4
Condensed consolidated statements of cash flows -
three months ended June 29, 1996 and
July 1, 1995 5
Notes to condensed consolidated financial statements 6
ITEM 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II - Other Information
ITEM 4- Submission of Matters to a Vote of 13
Security Holders
ITEM 6 - Exhibits and Reports on Form 8-K 14
Signatures 15
2
SPECTRIAN CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
March 31, June 29,
Assets 1996 1996
----------- ----------
(Unaudited)
Current Assets:
Cash and cash equivalents $ 1,163 $ 881
Short-term investments 3,002 --
Accounts receivable, less allowance for doubtful
accounts of $339 and $348, respectively 11,980 6,012
Inventories 7,229 12,384
Prepaid expenses and other current assets 420 567
---------- ----------
Total current assets 23,794 19,844
Property and equipment, net 32,128 35,373
---------- ----------
$ 55,922 $ 55,217
========== ==========
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable $ 6,964 $ 5,556
Accrued liabilities 4,120 3,309
Current portion of debt obligations -- 240
---------- ----------
Total current liabilities 11,084 9,105
Debt obligations, net of current portion -- 5,760
---------- ----------
Total liabilities 11,084 14,865
---------- ----------
Shareholders' Equity:
Common Stock, no par value, 20,000,000 shares authorized;
8,014,525 and 8,117,322 shares issued and outstanding,
respectively 51,956 52,761
Deferred compensation expense (182) (157)
Unrealized gains on investments 2 --
Accumulated deficit (6,938) (12,252)
---------- ----------
Total shareholders' equity 44,838 40,352
---------- ----------
$ 55,922 $ 55,217
========== ==========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
SPECTRIAN CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
Three months ended
July 1, June 29,
-----------------------------
1995 1996
---- ----
Revenues:
Product sales $ 20,262 $ 9,560
Non-recurring engineering revenues 199 363
----------- -----------
20,461 9,923
----------- -----------
Costs and expenses:
Cost of product sales 13,010 8,491
Research and development 3,295 4,293
Selling, general and administrative 2,058 2,379
----------- -----------
18,363 15,163
----------- -----------
Operating income (loss) 2,098 (5,240)
Interest income (expense), net 367 (74)
----------- -----------
Income (loss) before income taxes 2,465 (5,314)
Income tax expense (benefit) 201 --
----------- -----------
Net income (loss) $ 2,264 $ (5,314)
=========== ===========
Net income (loss) per share $ 0.27 $ (0.66)
=========== ===========
Shares used in computing per
share amounts 8,276 8,039
=========== ===========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
SPECTRIAN CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three months Ended
July 1, June 29,
---------------------
1995 1996
---- ----
Cash flows from operating activities:
Net income (loss) $ 2,264 $ (5,314)
Adjustments to reconcile net income (loss) to net
cash provided by (used for) operating activities:
Depreciation and amortization 922 1,453
Stock option compensation expense 50 25
Tax benefit associated with stock options 191 --
Changes in operating assets and liabilities
Accounts receivable 1,176 5,968
Inventories (455) (5,155)
Prepaid expenses and other assets (188) (147)
Accounts payable 474 (1,408)
Accrued liabilities 337 (811)
--------- ---------
Net cash provided by (used for)
operating activities 4,771 (5,389)
--------- ---------
Cash used for investing activities:
Purchase of short-term investments (8,734) --
Proceeds from sale of short-term investments 2,913 3,002
Purchase of property and equipment (2,366) (4,699)
--------- ---------
Net cash used for investing activities (8,187) (1,697)
--------- ---------
Cash flows from financing activities:
Proceeds from debt -- 6,000
Proceeds from sales of Common Stock, net 670 804
--------- ---------
Net cash provided by financing activities 670 6,804
--------- ---------
Net decrease in cash and cash equivalents (2,746) (282)
Cash and cash equivalents, beginning of period 8,420 1,163
--------- ---------
Cash and cash equivalents, end of period $ 5,674 $ 881
========= =========
The accompanying notes are an integral part of these condensed consolidated
financial statements
5
SPECTRIAN CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: Basis of Presentation
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles. However, certain information or
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to the rules and regulations of the Securities and Exchange
Commission. In the opinion of the management, the statements include all
adjustments (which are of a normal and recurring nature) necessary for the fair
presentation of the financial information set forth therein. These financial
statements should be read in conjunction with the Company's audited consolidated
financial statements as incorporated by reference in the Company's Form 10-K for
fiscal year ended March 31, 1996. The interim results presented herein are not
necessarily indicative of the results of operations that may be expected for the
full fiscal year ending March 31, 1997, or any other future period.
NOTE 2: Balance Sheet Components
Balance sheet components are as follows:
March 31, June 29,
1996 1996
------------- -------------
(In thousands)
Inventories:
Raw materials $ 1,512 $ 1,980
Work in process 4,842 6,097
Finished goods 875 4,307
------------- -------------
$ 7,229 $ 12,384
============= =============
Property and equipment:
Machinery and equipment $ 26,053 $ 30,113
Land, building and improvements 15,682 16,076
Furniture and fixtures 1,342 1,449
Leasehold improvements 927 901
------------- -------------
44,004 48,539
Less accumulated depreciation and
amortization 11,876 13,166
------------- -------------
$ 32,128 $ 35,373
============= =============
Accrued liabilities:
Employee compensation and benefits $ 2,673 $ 1,809
Warranty 699 699
Other accrued liabilities 748 801
------------- -------------
$ 4,120 $ 3,309
============= =============
6
NOTE 3: Investments
The Company accounts for investments in accordance with Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt and
Equity Securities" ("FAS 115"). Under the provisions of FAS 115, the Company has
classified its investments in certain debt and equity securities as
"available-for-sale". Such investments are recorded at fair market value, with
unrealized gains and losses reported as a separate component of shareholders'
equity. Interest income is recorded using an effective interest rate, with the
associated premium or discount amortized to "Interest income, net".
As of June 29, 1996, available-for-sale securities consisted of the following:
Unrealized Unrealized Estimated
Cost Gains Losses Fair Value
------------------------------------------------
(In thousands)
Corporate debt securities $ 776 $ - $ - $ 776
------------------------------------------------
$ 776 $ - $ - $ 776
------------------------------------------------
As of June 29, 1996, these securities were classified as follows:
(In thousands)
Cash equivalents $ 776
Short-term investments
-
------------------
$ 776
------------------
As of June 29, 1996 all securities held were due in less than one year.
NOTE 4: Revenue Recognition
The Company recognizes product sales upon shipment and concurrently accrues for
expected warranty expenses. Repair and service revenues are recognized when the
service is performed.
Non-recurring engineering revenues relate to customer funded development
projects and are deferred and recognized upon completion of project milestones.
The Company is under no obligation to repay funds once related milestones are
achieved. Costs associated with such customer funded research and development of
$735,000 and $952,000 for the three months ended June 29, 1996 and July 1, 1995,
respectively, are included in research and development expense.
7
NOTE 5: Earnings Per Share Computation
Net income (loss) per share has been computed using the weighted average number
of outstanding shares of Common Stock, common shares from convertible Preferred
Stock (when dilutive using the if-converted method at date of issuance) and
common equivalent shares from stock options outstanding (when dilutive using the
treasury stock method). Common Stock Options are assumed to be exercised and the
proceeds used to buy back Common Stock at the fair market value (the treasury
stock method). Due to the loss during the three month period ending June 29,
1996, Common Stock Options outstanding would be antidilutive and are therefore
not included in the earnings per share calculation.
NOTE 6: Debt
In June 1996, the Company was extended a $6.0 million Term Loan, secured by all
of the Company's real estate. Under the terms of the agreement, which expires
June 2001, the Company will make monthly payments against the loan based on a
25-year fixed amortization schedule, plus interest at a rate equal to current
prime plus 3/4%. Upon the June 2001 expiration, all remaining principle will
become due and payable. Under the terms of the agreement, the Company is
required to maintain certain minimum working capital, net worth, profitability,
and other specific financial ratios. As of June 29, 1996, the Company was in
violation of certain of these convenants. However, the Company has obtained a
waiver such that the Company is no longer in default on the terms of the loan.
This loan is reflected in the Balance Sheet as of June 29, 1996 as $240,000
current portion of debt obligations, with the remainder as long term liability.
In July, 1996 the Company used all $6,000,000 of its available revolving line of
credit. Under the terms of the agreement, the Company is required to maintain
certain minimum working capital, net worth, profitability, and other specific
financial ratios. As of June 29, 1996, the Company was in violation of certain
of these convenants. However, the Company has obtained a waiver such that the
Company is no longer in default under the terms of the loan.
8
SPECTRIAN CORPORATION AND SUBSIDIARY
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Overview
Spectrian provides highly linear power amplifiers to wireless
communications infrastructure original equipment manufacturers ("OEMs"). The
Company designs, manufactures, and markets single carrier and multicarrier
amplifiers that support a broad range of worldwide analog and digital
transmission standards, including AMPS, TDMA, CDMA, TACS, GSM and DCS-1800.
Spectrian's customers include many of the world's largest manufacturers of
wireless infrastructure equipment, including Ericsson and Northern Telecom, as
well as other equipment manufacturers in emerging wireless markets. The
Company's revenues are derived from a limited number of OEM customers and
products. In recent periods, sales to the Company's major customers as a
percentage of total revenues have fluctuated significantly. During the three
months ended June 29, 1996, Northern Telecom Limited and Matra Communication, in
which Northern Telecom has an equity investment, accounted for 50% and 10% of
the Company's total revenues, respectively. The concentration of sales among a
limited number of OEM customers, in particular Northern Telecom, increases the
potential volatility of the Company's revenues and results of operations. The
Company expects that it will continue to experience volatility in customer
orders and requested ship rates that is inherent in an OEM business, but is
working to diversify its customer base to reduce this risk.
The Company's business, financial condition and results of operations
have been materially adversely affected in the past by the failure of
anticipated orders to materialize and by deferrals or cancellations of orders as
a result of changes in OEM requirements. In addition, growth in the cellular
market has slowed considerably from prior levels, causing the Company's largest
customer to carry much lower inventory levels than in previous periods. This
softening demand from the Company's largest customer, compounded by delays in
the availability for sale of new products, caused revenues during the three
months ended June 29, 1996 to decrease to $9.9 million. As a result, the Company
incurred a net loss during the three months ended June 29, 1996 of $5.2 million.
The Company executed a reduction in force of approximately 10% of its regular
and temporary employees during the three months ended June 29, 1996, which was
intended to lower operating costs without significantly impacting the Company's
ability to develop new products or meet future production requirements. The
Company incurred one-time costs of approximately $300,000 in relation to this
reduction in force during the three months ended June 29, 1996. Results during
the three months ended June 29, 1996 were also impacted by redundant costs
associated with developing the Company's new 4-inch wafer fabrication facility
while still maintaining its 3-inch facility for wafer production. The Company
expects these redundant costs to continue until the fourth quarter of fiscal
1997, when the full qualification of the 4-inch wafer fabrication facility is
anticipated.
Spectrian pursues a strategy of vertical integration of its manufacturing
process, and expends significant resources for research and development in all
aspects of the design of power amplification products. In order to offset
declining average sales prices and improve gross margins, the Company believes
that it must develop new products that can be sold at higher average prices.
Significant delays in the release of these new products coming out of
development, as well as the inherent cost risks associated with introducing new
products into manufacturing, have had an adverse impact on the Company's results
of operations, and will continue to have a similar impact as future products are
introduced.
9
Results of Operations
Three Month Period Ended July 1, 1995 and June 29, 1996
Revenues. The Company generates product sales revenue from the sale of power
amplifiers to OEMs in cellular and other markets, as well as from amplifier
repair and service. A portion of the Company's revenues is also generated
through non-recurring engineering ("NRE") revenues, which represent funding from
the Company's OEM customers for specific development projects. The Company's
revenues decreased by 52% from $20.5 million in the three months ended July 1,
1995 to $9.9 million in the three months ended June 29, 1996, primarily due to
softening demand by the Company's largest customer, as well as delays in the
availability for sale of new products. The Company's revenues were reduced
further when the Company's largest customer had a large order change from TDMA,
where the Company produces 100% of the requirements, to analog, where the
Company has only a 30% share.
The Company's revenues are derived primarily from a limited number of OEM
customers and products. During the three months ended June 29, 1996, Northern
Telecom Limited and Matra Communication, in which Northern Telecom has an equity
investment, accounted for 50% and 10% of revenues, respectively. If the Company
were to lose a major OEM customer, in particular Northern Telecom, or if orders
by a major OEM customer were to otherwise decrease, as has been the case in the
three months ended June 29, 1996, the Company's business, financial condition
and results of operations would be materially adversely affected.
Cost of Product Sales. Cost of product sales consists primarily of raw
materials, RF transistor fabrication costs, amplifier assembly and test costs,
overhead and warranty costs, and does not include costs incurred in connection
with NRE revenues. The Company's cost of product sales decreased by 35% from
$13.0 million in the three months ended July 1, 1995 to $8.5 million in the
three months ended June 29, 1996.
Gross margin on product sales decreased from 36% in the three month period
ended July 1, 1995 to 11% in the three month period ended June 29, 1996,
primarily due to fixed manufacturing overhead spending spread over lower revenue
in the current period and inefficiencies and high material costs driven by new
products coming out of development into production.
Despite the focus on designing products for manufacturability, the Company
has experienced high manufacturing costs, including high scrap and material
waste, significant material obsolescence, labor inefficiencies, high overtime
hours, inefficient material procurement and an inability to recognize economies
of scale. The Company's high manufacturing costs have historically had a
material adverse effect on gross margins. Although the Company has initiated
actions to reduce its manufacturing costs, any failure to achieve these
reductions could have a material adverse effect on the Company's business,
financial condition and results of operations.
Research and Development. Research and development expenses include the cost of
designing, developing or cost reducing amplifiers and RF transistors, including
the cost associated with NRE revenues. NRE funding received from OEM customers
may be greater or less than the related development costs. Research and
development also includes the expenses associated with the design and start up
expenses of the Company's new 4-inch wafer fabrication facility.
The Company's research and development expenses increased by 30% from $3.3
million in the three months ended July 1, 1995 to $4.3 million in the three
months ended June 29, 1996. The increase in research and development spending is
attributable to additional headcount and related salaries and benefits,
development costs associated with the Company's new 4-inch wafer fabrication
facility, research costs associated with the advanced develop laboratory in
Tennessee and increased spending for semiconductor research and development.
Research and development expenses as a percentage of revenues increased
from 16% in the three months ended July 1, 1995 to 43% for the three months
ended June 29, 1996. The increase in research and development spending
10
as a percentage of revenues reflects the Company's decision to continue the
current level of investment in product development, despite lower revenues for
the most recent three month period.
Selling, General and Administrative. Selling, general and administrative
expenses include compensation and benefits for sales, marketing, senior
management and administrative personnel, commissions paid to independent sales
representatives, professional fees and other expenses. The Company's selling,
general and administrative expenses increased by 16% from $2.1 million in the
three months ended July 1, 1995 to $2.4 million in the three months ended June
29, 1996, primarily due to increases in the Company's sales force and outside
services for information systems support.
Selling, general and administrative expenses as a percentage of revenues
increased from 10% in the three months ended July 1, 1995 to 24% for the three
months ended June 29,1996, primarily driven by lower levels of revenue.
Interest Income (Expense), Net. Net interest income for the three months ended
July 1, 1995 was $367,000 compared to net interest expense of $74,000 for the
three months ended June 29, 1996, as a result of the Company's lower cash
balances and the interest and fees associated with incurring $6 million in debt
toward the end of the current period.
Income Taxes. The Company recorded a provision of $201,000 for the three month
period ended July 1, 1995 compared to an income tax benefit of $159,000 for the
three month period ended June 29, 1996, due to the loss in the current period.
Effective tax rates were 8% and 3%, respectively, for these periods and reflect
the use of net operating loss carryforwards. At March 31, 1996, the Company had
federal and state net operating loss carryforwards for tax reporting purposes of
approximately $25.0 million and $9.0 million, respectively. The Company's
ability to use its net operating loss carryforwards against taxable income may
be subject to restrictions and limitations under Section 382 of the Internal
Revenue Code of 1986, as amended, in the event of a change in ownership of the
Company as defined therein.
Variability of Operating Results. The Company's quarterly operating results have
in the past, and will in the future, vary significantly due to a number of
factors, including the timing, cancellation, or rescheduling of customer
shipments; the timing and level of NRE revenues; variations in manufacturing
efficiencies and costs; the narrow supply line from the Company's wafer
fabrication facility; changes in the mix of products having differing gross
margins; average sales prices; competitive factors; the long sales cycles
associated with the Company's customer-specific products; development risks
associated with the introduction of new products that comprise much of the
Company's future sales; and variations in product development or other operating
expenses. In the near term, operating results may be adversely affected by
continuing delays in the availability for sale of the Company's new products or
by any failure to meet acceptable wafer production levels during the Company's
transition from its current 3-inch wafer fabrication facility to the new 4-inch
wafer fabrication facility currently nearing completion.
Liquidity and Capital Resources
Cash provided by operations was $4.8 million for the three months ended
July 1, 1995 compared to cash used for operations of $5.4 million for the three
months ended June 29, 1996. The decrease in cash provided by operations in the
three months ended June 29, 1996 primarily related to the decrease in
profitability over the comparable period of the prior year and increases in the
Company's inventory levels, partially offset by improved accounts receivable
collections.
As of June 29, 1996, the Company had working capital of $10.7 million,
including $881,000 in cash and cash equivalents. In addition, the Company has a
revolving line of credit with a bank, secured by substantially all of the
11
Company's assets. Under the terms of the agreement, which expires March 1997,
the Company is required to maintain certain minimum working capital, net worth,
profitability, and other specific financial ratios. In July 1996, the Company
used the $6,000,000 of credit avaliable in this agreement. As of June 29, 1996,
the Company was in violation of certain of these convenants. However, the
Company has obtained a waiver such that the Company is no longer in default on
the terms of the loan. In addition, the line of credit prohibits the payment of
cash dividends without the prior written consent of the lender.
In June 1996, the Company was extended a $6.0 million Term Loan, secured
by all of the Company's real estate. Under the terms of the agreement, which
expires June 2001, the Company will make monthly payments against the loan based
on a 25-year fixed amortization schedule, plus interest at a rate equal to
current prime plus 3/4%. Upon the June 2001 expiration, all remaining principle
will become due and payable. Under the terms of the agreement, the Company is
required to maintain certain minimum working capital, net worth, profitability,
and other specific financial ratios. As of June 29, 1996, the Company was in
violation of certain of these convenants. However, the Company has obtained a
waiver such that the Company is no longer in default on the terms of the loan.
Additions to property and equipment in the three months ended July 1,
1995 were $2.4 million. Additions to property and equipment were $4.7 million in
the three months ended June 29, 1996, including $2.9 million for equipment for
the Company's new 4-inch wafer fabrication facility.
The Company expects capital additions for the remainder of fiscal 1997 to
be approximately $8.0 million, primarily for test equipment for manufacturing.
Based on the Company's current working capital, expected cash flows and the
Company's debt capacity, the Company believes that sufficient cash will be
available to meet the Company's needs through at least the next 12 months.
In connection with the operation of American Microwave Technology, Inc.
("AMT"), the Company's wholly-owned subsidiary located in Brea, California, the
Company occupies approximately 14,400 square feet of a facility pursuant to a
lease which expired in July 1996. In July 1996, the Company renewed the lease
for an additional six months, which will expire in January 1997.
The Company notes that the above forward-looking statements are subject to
risks and uncertainties. The Company's results could differ materially based on
various factors including, without limitation, cancellation or deferral of
customer orders, the timely development and market acceptance of new products,
particularly the second generation multicarrier product, continued growth in
wireless communications, including new PCS wireless networks, the ability to
manufacture new or existing products in sufficient quantity or quality, or
economic conditions. Further information on factors which could effect the
Company's financial results are included in the Company's 1996 Form 10-K.
12
ITEM 4: Submission of Matters to a Vote of Security Holders
On June 14, 1996, the Company held an Annual Meeting of Shareholders for
which it solicited votes by proxy. The following is a brief description of the
matters voted upon at the meeting and a statement of the number of votes cast
for and against, and the number of abstentions.
1. To elect six directors to serve until the next Annual Meeting of
Shareholders and until their successors are elected.
DIRECTOR FOR ABSTAIN
---------------------- ------------- ------------
Garrett A. Garrettson 6,115,133 86,540
David S. Wisherd 6,115,796 85,877
James A. Cole 6,128,096 73,577
Martin Cooper 6,128,196 73,477
Robert C. Wilson 6,118,688 82,985
Eric A. Young 6,119,796 81,877
2. To approve an amendment to the 1994 Employee Stock Purchase Plan to
increase the number of shares of Common Stock reserved for issuance
thereunder by 25,000 shares.
FOR: 4,028,115 AGAINST: 280,835 ABSTAIN: 46,251 BROKER NON-VOTES: 4,108
3. To approve an amendment to the 1992 Stock Purchase Plan to increase the
number of shares of Common Stock reserved thereunder by 625,000.
FOR: 2,229,333 AGAINST: 1,926,726 ABSTAIN: 48,172 BROKER NON-VOTES: 4,108
4. To ratify the appointment of KPMG Peat Marwick LLP as independent
auditors of the Company for the fiscal year ending March 31, 1997.
FOR: 6,106,442 AGAINST: 75,258 ABSTAIN: 20,338
13
ITEM 6: Exhibits and Reports on Form 8-K
(a) Exhibits
10.21 Term Loan Agreement between Silicon Valley Bank and Registrant
11.1 Statement regarding computation of net income (loss) per share
27.1 Financial Data Schedule
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K on April 11, 1996.
This Form 8-K was filed with respect to the resignation of C. Woodrow Rea, Jr.
as President, Chief Executive Officer and a member of the Registrant's Board of
Directors. The Form 8-K also indicated that Garrett A. Garrettson had been
appointed as the new President, Chief Executive Officer and a member of the
Registrant's Board of Directors.
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: August 2, 1996
SPECTRIAN CORPORATION
(Registrant)
/S/ EDWARD A. SUPPLEE, JR.
-----------------------------------
Edward A. Supplee, Jr.
Executive Vice President, Finance and Administration,
Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
15
INDEX TO EXHIBITS
EXHIBITS
10.21 Term Loan Agreement between Silicon Valley Bank and Registrant
11.1 Statement regarding computation of net income (loss) per share
27.1 Financial Data Schedule
16