1 of 7
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of October, 2003
-------------
ATI TECHNOLOGIES INC.
------------------------
(Translation of Registrant's Name into English)
1 Commerce Valley Drive East, Markham, Ontario, Canada L3T 7X6
-----------------------------------------------------------------
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
Form 20-F Form 40-F X
------- --------
(Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes No X
-------------- ---------------
Page 1 of 7 Pages
Index is located on Page 2
2 of 7
INDEX
Document Page Number
- -------- -----------
Press Release dated October 16, 2003 3
Statement of Outstanding Share Capital as of October 31, 2003 6
Signature Page 7
3 of 7
[GRAPHIC OMITTED]
For Information:
Anne Ferguson, Public Relations Manager
Porter Novelli Canada
416-422-7154 or anne.ferguson@porternovelli.com
-------------------------------
ATI Technologies adopts Restricted Share Units
as part of its Stock-Based Employee Compensation
MARKHAM, Ontario - October 16, 2003 -ATI Technologies Inc. (TSX: ATY, NASDAQ:
ATYT) announced today that it has adopted a plan to grant restricted share units
(RSUs) as part of the Company's overall stock-based compensation plan. The RSU
plan allows employees to earn actual shares of ATI over time, rather than
options that give employees the right to purchase stock at a set price.
"While stock options remain an important component of employee compensation
within our industry, we recognize that the external environment is changing and
we must be responsive to our shareholders. We believe that a blend of RSUs and
stock options offer an effective alternative for both ATI employees and
shareholders. These two compensation vehicles allow us to provide appropriate
incentives to attract and retain valued employees while allowing us to better
manage dilution," said Terry Nickerson, Senior Vice President, Finance and Chief
Financial Officer.
"ATI operates in a highly competitive, knowledge-based business, and it
continues to be critically important for ATI to retain our key asset, our
technical employees who design chips and boards, and represent roughly 60 per
cent of our workforce. To do so, our compensation needs to be competitive with
that of other companies that compete for the same talent in both the U.S. and
Canada," continued Mr. Nickerson.
4 of 7
ATI Technologies adopts Restricted Share Units as part of its Stock-Based
Employee Compensation
RSUs will be issued in lieu of the annual grant of options for the 2003 calendar
year. Motivating the decision was a commitment made at ATI's Annual Meeting in
January 2003 to look at alternative forms of stock-based compensation. RSUs will
be extended to both employees and executives of ATI.
RSUs will be accounted for under the fair value method of accounting, through
which the Company will recognize a compensation expense for the first quarter of
about US $1 million. Thereafter, the quarterly expense is expected to be
approximately US $2 million over the vesting period that ends in October 2006.
Non-executive employees who are eligible for the RSU plan will immediately
receive a one-time cash payment of about US $8.6 million as well as RSUs that
vest over the three-year period. Executives will receive no cash payment, but
will be granted RSUs that vest over the same period of time.
The cash and RSU grants will impact the guidance issued on October 3, 2003.
There will be an additional US $5.9 million expense in the first quarter,
however, the Company expects that operating expenses for the remainder of fiscal
2004 will be lowered by approximately US $5.1 million.
Shares issued under this plan will be purchased on the open market at a cost of
approximately US $25 million to avoid any dilution.
The effectiveness of the new RSU program will be evaluated against a number of
metrics, including feedback from employees and shareholders. The Company will
consider amending its stock based compensation arrangements to allow ATI to
issue the shares required out of treasury rather than purchasing the shares in
future on the open market, which requires a cash outlay.
5 of 7
ATI Technologies adopts Restricted Share Units as part of its Stock-Based
Employee Compensation
About ATI Technologies
ATI Technologies Inc. is a world leader in the design and manufacture of
innovative 3D graphics and digital media silicon solutions. An industry pioneer
since 1985, ATI is the world's foremost visual processor unit (VPU) provider and
is dedicated to deliver leading-edge performance solutions for the full range of
PC and Mac desktop and notebook platforms, workstation, set-top and digital
television, game console and handheld markets. With 2003 revenues in excess of
$1.3 billion, ATI has more than 2,200 employees in the Americas, Europe and
Asia. ATI common shares trade on NASDAQ (ATYT) and the Toronto Stock Exchange
(ATY).
Forward-looking Statements and Uncertainties
Certain statements in this press release constitute "forward-looking
statements." When used in this press release, words such as "plans," "intends,"
"anticipates," "should," "estimates," "expects," "believes," "indicates,"
"targeting," "suggests," and similar expressions are intended to identify
forward-looking statements. Forward-looking statements are based on current
expectations and entail various risks and uncertainties that are outlined in
this press release and in the Company's 2002 Annual Report and 2001 Annual
Information Form. As a result of these risks and uncertainties, the Company's
operating results and common share price may be subject to significant
volatility, particularly on a quarterly basis. For example, the markets for the
Company's products are characterized by changing market conditions, frequent new
product introductions, seasonal and variable demand and rapid technology
changes. Other factors that could cause the Company's results to vary include,
but are not limited to, lack of anticipated growth in the demand for PCs, gaming
consoles and consumer electronic devices in which the Company's products are
incorporated, reductions in the Company's average selling prices for its
products due to competitive pressures and other factors, the introduction of new
products by the Company's competitors which render the Company's products
non-competitive, delays encountered by the Company in developing new products or
enhancements, including integrated graphics and core logic components, in the
time frame required by its customers, delays in manufacturing or unfavourable
manufacturing yields experienced by the Company's independent foundries,
unexpected variances in material costs, including silicon wafer, memory and
printed circuit boards, and constraints on the supply of components utilized in
the Company's products and in the PC industry generally. These risks and
uncertainties could cause or contribute to actual results that are materially
different from those anticipated or experienced in the past. Additional
information concerning factors that could cause the Company's financial results
to fluctuate is contained in the Company's filings with Canadian and U.S.
securities regulatory authorities. ATI disclaims any obligation or intention to
update or revise any forward-looking statement, whether as a result of new
information, future events or otherwise.
Copyright 2003 ATI Technologies Inc. All rights reserved. ATI and ATI product
and product feature names are trademarks and/or registered trademarks of ATI
Technologies Inc. All other company and product names are trademarks and/or
registered trademarks of their respective owners. Features, pricing,
availability and specifications are subject to change without notice.
For media or industry analyst support, visit our Web site at http://www.ati.com
Other ATI Contacts:
Patricia Mikula, PR Manager, ATI Technologies, at
(905) 882-2600 or pmikula@ati.com
---------------
For investor relations support, please contact:
Janet Craig, Director, Investor Relations, ATI Technologies Inc., at
(905) 882-2600, Ext. 2631 or janet@ati.com
-------------
6 of 7
STATEMENT OF OUTSTANDING SHARE CAPITAL
--------------------------------------
The authorized capital of ATI Technologies Inc. consists of an unlimited number
of common shares and an unlimited number of preferred shares, issuable in
series. As of the close of business on October 31, 2003, 243,785,311 common
shares and no preferred shares were outstanding.
7 of 7
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.
ATI TECHNOLOGIES INC.
Date: November 3, 2003 By: //Terry Nickerson//
--------------------------------------------
Name: Terry Nickerson
Title: Senior Vice President, Finance and
Chief Financial Officer