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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1995
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 0-2287
SYMMETRICOM, INC.
(Exact name of registrant as specified in its charter)
California No. 95-1906306
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
85 West Tasman Drive, San Jose, California 95134-1703
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 943-9403
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
(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
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 ($229.405 of this chapter) 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. [ ]
The aggregate market value of the voting stock held by non-affiliates
of the registrant at September 1, 1995 was approximately $329,074,808. The
number of shares outstanding of the registrant's Common Stock at September
1, 1995 was 15,403,269.
Documents Incorporated by Reference
Excerpts of the SymmetriCom, Inc. 1995 Annual Report (Exhibit 13.1
hereto) are incorporated by reference into Parts I, II, and IV of this
Annual Report on Form 10-K. With the exception of those excerpts which are
specifically incorporated by reference in this Annual Report on Form 10-K,
the SymmetriCom, Inc. 1995 Annual Report is not to be deemed filed as part
of this Report.
Portions of the SymmetriCom, Inc. Proxy Statement for the 1995 Annual
Meeting of Shareholders filed with the Commission on
or about September 22, 1995 are incorporated by reference into
Part III of this Annual Report on Form 10-K.
PART I
ITEM 1. Business
SymmetriCom, Inc. (the "Company") was incorporated in California in
1956. The Company conducts its business through two separate operations,
Telecom Solutions and Linfinity Microelectronics Inc. (Linfinity). Each
operates in a different industry segment. Telecom Solutions principally
designs, manufactures and markets specialized transmission, synchronization
and intelligent access systems for both domestic and international
telecommunications service providers. Linfinity principally designs,
manufactures and markets linear and mixed signal integrated circuits for use
in intelligent power management, motion control and signal conditioning
applications in commercial, industrial, and defense and space markets.
Telecom Solutions
Telecom Solutions offers a broad range of time reference, or
synchronization, products and digital terminal products for the
telecommunications industry. Reliable synchronization is fundamental to
telecommunications services as the orderly and error free transmission of
data would be impossible without it. The Company's core synchronization
products consist principally of quartz and rubidium based Digital Clock
Distributors (DCDs), which provide highly accurate and uninterruptible
clocks that meet the synchronization requirements of digital networks.
Telecom Solutions has established itself as a leader in telephone digital
network synchronization and has introduced a series of DCDs and related
products. These products provide the critical timing which enables
telecommunications service providers to synchronize precisely such diverse
telephone network elements as digital switches, digital cross-connect
systems and multiplexers for customers who are dependent upon high quality
data transmission.
Customer requirements for synchronization are increasing in complexity
as telecommunications service providers implement new transmission
technologies. During fiscal 1994, Telecom Solutions developed a new
synchronization platform, the DCD500 Series, in response to evolving network
requirements, such as new digital services being provided, the Synchronous
Optical Network (SONET) and the Signaling System Seven (SS7) network.
Additionally, the platform meets the international standards required for
deployment in a Synchronous Digital Hierarchy network. During fiscal 1995,
the Company significantly enhanced the DCD500 Series by adding network
management functionality and performance monitoring capabilities. Such
capabilities include network alarm surveillance, central location monitoring
and additional clock functions.
A second synchronization platform was also developed in fiscal 1994,
the DCD Local Primary Reference (LPR), which provides the ability to cost
effectively use Global Positioning System (GPS) and Long Range Navigation
(LORAN-C) satellite and land navigation services to provide direct Stratum 1
traceable synchronization at offices equipped with DCD systems. The DCD
Integrated Local Primary Reference (ILPR), introduced in fiscal 1995,
integrates the LPR and the DCD in a single package. Additionally, a primary
reference clock was introduced in fiscal 1994 as Telecom Solutions first
Master Clock for telecommunications networks.
Telecom Solutions synchronization systems are typically priced from
$3,000 to $40,000.
In the first quarter of fiscal 1994, the Company acquired Navstar
Limited, a United Kingdom company, and its U.S. affiliate (collectively
"Navstar"). Navstar develops and manufactures systems that use global
positioning technology to determine precise geographic locations and
elevations to an accuracy of a few centimeters. GPS receivers are used
internally in the Company's synchronization products, such as the LPR and
ILPR. Navstar products are also sold in the survey, positioning and
location markets. Navstar products are typically priced from $300 to
$10,000.
Telecom Solutions digital terminal products include the Integrated
Digital Services Terminal (IDST) and Secure 7. The IDST is a network access
system designed for use in telephone company central and end offices.
Customers have deployed the IDST primarily as a transmission, monitoring and
test access vehicle for SS7 networks, which provides maintenance personnel
with flexible, centralized remote access to SS7 links for troubleshooting
and performance verification, resulting in a comprehensive solution in the
monitoring and transport of links requiring increased reliability. The IDST
can also be deployed as an intelligent digital terminal, an intelligent
network element providing connectivity between the transport network and
customer-serving side of the network. The IDST enhances the network with
distributed digital cross-connect functionality and provides subrate,
multipoint, test and surveillance capabilities to the subscriber loop.
Secure 7, a new product introduced in fiscal 1995, and to be shipped in
fiscal 1996, is a multi-bandwidth digital transmission terminal designed for
critical networks, such as SS7 data links, E911 services and customer data
communications networks. By design, Secure 7 is highly reliable and
provides network access and system automatic route diversity for these
critical data applications.
Digital terminal products are typically priced at less than $20,000 for
a small system to more than $300,000 for a large system.
The Company supplies its synchronization systems and digital terminal
products predominantly to the seven Regional Bell Operating Companies
(RBOCs), independent telephone companies, interexchange carriers and
international telecommunications service providers. Navstar predominantly
sells it products to Telecom Solutions, the U.S. Government, original
equipment manufacturers (OEMs) and international customers.
Linfinity Microelectronics Inc.
During July 1993, substantially all of the assets and liabilities of
the Company's Semiconductor Group were transferred to Linfinity, a newly-
formed subsidiary of the Company. Linfinity products principally include
linear and mixed signal, standard and custom integrated circuits (ICs)
primarily for use in intelligent power management, motion control and signal
conditioning applications in the commercial, industrial, and defense and
space markets. Linfinity derives a substantial portion of its sales from
power management products including pulse width modulators which shape and
manage the characteristics of voltage, linear voltage regulators which
control the power supply output levels, supervisory circuits which monitor
power supply and power factor correction ICs which reduce energy consumption
in fluorescent lighting and other applications. Additionally, a significant
portion of Linfinity sales is attributable to motion control ICs for the
computer disk drive industry. These ICs control the rotation of the disk
and the position of the read-write head. Signal conditioning ICs are a
relatively new product line for Linfinity. Signal conditioning ICs
translate and buffer analog signals from sensors in a variety of industrial,
computer, communications and automotive systems.
Linfinity manufactures linear and mixed signal ICs utilizing bipolar
and bipolar complementary metal oxide silicon (BiCMOS) wafer fabrication
processes. Linfinity also sells ICs utilizing CMOS wafer fabrication
processes. Linfinity's strategy is to continue development of more market
driven standard products which are primarily used in computer and data
storage, lighting, automotive, communications equipment, test equipment,
instrumentation, and defense and space equipment. Linfinity products are
generally priced from $0.30 to $5.00 for commercial and industrial
applications, $2.50 to $22.00 for defense applications and $200 to $500 for
high reliability defense and space applications.
Linfinity sells its products in the commercial, industrial, and defense
and space markets to OEMs and distributors.
Industry Segment Information
Information as to net sales, operating income and identifiable assets
attributable to each of the Company's two industry segments for each year in
the three-year period ended June 30, 1995, is contained in Note L of the
Notes to Consolidated Financial Statements included in the Company's 1995
Annual Report (the "Annual Report"), which Note is incorporated herein by
reference to Excerpts of the Annual Report.
Marketing
In the United States, Telecom Solutions markets and sells most of its
products through its own sales force to telephone and telecommunications
service providers. Internationally, Telecom Solutions markets and sells its
products through its own sales operation in the United Kingdom and
independent sales representatives and distributors elsewhere. In the United
States and internationally, Linfinity sells its products through its own
sales force and independent sales representatives to original equipment
manufacturers and distributors.
Licensing and Patents
The Company incorporates a combination of trademark, copyright and
patent registration, contractual restrictions and internal security to
establish and protect its proprietary rights. The Company has United States
patents and patent applications pending covering certain technology used by
its Telecom Solutions and Linfinity operations. In addition, both
operations use technology licensed from others. However, while the Company
believes that its patents have value, the Company relies primarily on
innovation, technological expertise and marketing competence to maintain its
competitive advantage. The telecommunications and semiconductor industries
are both characterized by the existence of a large number of patents and
frequent litigation based on allegations of patent infringement. The
Company intends to continue its efforts to obtain patents, whenever
possible, but there can be no assurance that any patents obtained will not
be challenged, invalidated or circumvented or that the rights granted will
provide any commercial benefit to the Company. Additionally, if any of the
Company's processes or designs are identified as infringing upon patents
held by others, there can be no assurances that a license will be available
or that the terms of obtaining any such license will be acceptable to the
Company.
Manufacturing
The Telecom Solutions manufacturing process consists primarily of in-
house electrical assembly and test performed by the Company's wholly-owned
subsidiary in Aguada, Puerto Rico. Additionally, the Company's wholly-owned
subsidiary, Navstar, in England performs in-house electrical assembly and
test of its GPS receivers.
The Linfinity manufacturing process consists primarily of bipolar and
BiCMOS wafer fabrication, component assembly and final test. Its ICs are
principally fabricated in the Company's wafer fabrication facility in Garden
Grove, California. However, Linfinity also utilizes outside services to
perform certain operations during the fabrication process. In addition,
most of Linfinity's ICs utilizing CMOS wafer processes are currently
manufactured by outside semiconductor foundries. Component assembly and
final test are performed in the Far East by independent subcontract
manufacturers or in Garden Grove by employees.
The Company primarily uses standard parts and components and standard
subcontract assembly and test, which are generally available from multiple
sources. The Company, to date, has not experienced any significant delays
in obtaining needed standard parts, single source components or services
from its suppliers but there can be no assurance that such problems will not
develop in the future. Additionally, the Company believes that the
semiconductor industry's IC production may not meet the demand for complex
components from the telecommunications and automotive industries in the near
future. However, the Company maintains a reserve of certain ICs, certain
single source components and seeks alternative suppliers where possible.
The Company believes that a lack of availability of ICs or single source
components would have an adverse effect on the Company's operating results.
Backlog
The Company's backlog was approximately $21,600,000 at June 30, 1995,
compared to approximately $18,000,000 at June 30, 1994. Backlog consists of
orders which are expected to be shipped within the next twelve months.
However, the Company does not believe that current or future backlog levels
are meaningful indicators of future revenue levels. Furthermore, most
orders in backlog can be rescheduled or canceled without significant
penalty. Telecom Solutions backlog was approximately $5,100,000 at both
June 30, 1995 and 1994. Historically, a substantial portion of Telecom
Solutions net sales in any fiscal period has been derived from orders
received during that period. Linfinity backlog was approximately $16,500,000
and $12,900,000 at June 30, 1995 and 1994, respectively. Linfinity backlog
is dependent on the cyclical nature of customer demand in each of its
markets.
Key Customers and Export Sales
One of Telecom Solutions' customers, Southwestern Bell Telephone,
accounted for 11% of the Company's net sales in fiscal 1995. No customer
accounted for 10% or more of net sales in fiscal years 1994 or 1993. Export
sales, primarily to the Far East, Canada and Western Europe accounted for
24%, 19% and 13% of the Company's net sales in fiscal years 1995, 1994 and
1993, respectively.
International sales may be subject to certain risks, including but not
limited to, foreign currency fluctuations, export restrictions, longer
payment cycles and unexpected changes in regulatory requirements or tariffs.
Gains and losses on the conversion to U.S. dollars of foreign currency
accounts receivable and accounts payable arising from international
operations may in the future contribute to fluctuations in the Company's
business and operating results. Sales and purchase obligations denominated
in foreign currencies have not been significant. Accordingly, the Company
does not currently engage in foreign currency hedging activities or
derivative arrangements but may do so in the future to the extent that such
obligations become more significant. Additionally, currency fluctuations
could have an adverse effect on the demand for the Company's products in
foreign markets.
Competition
The businesses in which the Company is engaged are highly competitive.
A number of the Company's competitors or potential competitors have been in
operation for a much longer period of time than the Company, have greater
financial, manufacturing, technical and marketing resources, and are able to
or could offer much broader lines of products than are presently marketed by
the Company.
Telecom Solutions competes primarily on product reliability and
performance, adherence to standards, customer service and, to a lesser
extent, price. The Company believes that Telecom Solutions generally
competes favorably with respect to these factors.
Linfinity competes primarily on price, product reliability and
performance, delivery time, and customer service. Linfinity has a broad
spectrum of customers predominantly in North America, the Far East and
Europe. Large multinational companies as well as smaller, focused niche
companies compete with Linfinity in North America. Primarily large
multinational companies compete with Linfinity in the Far East and Europe.
The Company believes that Linfinity generally competes favorably with
respect to these factors.
There can be no assurance that either Telecom Solutions or Linfinity
will be able to compete successfully in the future. The Company's ability
to compete successfully is dependent upon its response to changing
technology and customer requirements, development or acquisition of new
products, continued improvement of existing products, cost effectiveness and
market acceptance of the Company's products.
Research and Development
The Company has actively pursued the application of new technology in
the industries in which it competes and has its own staff of engineers and
technicians who are responsible for the design and development of new
products. In fiscal years 1995, 1994 and 1993, the Company's overall
research and development expenditures were $13,407,000, $11,454,000, and
$8,355,000, respectively. All research and development expenditures were
expensed as incurred. At June 30, 1995, 76 engineering and engineering
support employees were engaged in development activities. Telecom Solutions
focused its development efforts in fiscal year 1995 on enhancement of the
DCD500 Series and related synchronization products. Network management
functionality and monitoring capabilities were added to the DCD500 Series.
Additionally, the new digital terminal product, Secure 7, was designed and
introduced in fiscal 1995, and expected to be shipped in fiscal 1996.
Telecom Solutions research and development expenditures were $8,457,000,
$7,821,000 and $6,374,000 in fiscal years 1995, 1994 and 1993, respectively.
Linfinity continued to focus its development efforts in fiscal year 1995 on
improving its design capabilities, improving its bipolar and BiCMOS process
technologies and new product development. New products, which include but
are not limited to low drop out regulators, power factor correction circuits
and spindle drivers for use in power management, motion control and signal
conditioning applications are currently in the production stage.
Enhancement of these products incorporating increased functionality, and
additional new products are in the development stage. Linfinity research
and development expenditures were $4,950,000, $3,633,000 and $1,981,000 in
fiscal years 1995, 1994 and 1993, respectively. The Company will continue
to make significant investments in product development, although there can
be no assurance that the Company will be able to develop proprietary
products in the future which will be accepted in its markets.
Government Regulation
The telecommunications industry is subject to government regulatory
policies regarding pricing, taxation and tariffs which may adversely impact
the demand for the Company's telecommunications products. These policies
are continuously reviewed and subject to change by the various governmental
agencies. The Company is also subject to government regulations which set
installation and equipment standards for newly installed hardware.
Furthermore, there is certain legislation before the United States Congress
which, if enacted, would remove the current legal restrictions on the RBOCs
that prohibit them from manufacturing telecommunications equipment and
providing certain interexchange and long-distance services.
Environmental Regulation
The Company's operations are subject to numerous federal, state and
local environmental regulations related to the storage, use, discharge and
disposal of toxic, volatile or otherwise hazardous chemicals used in its
manufacturing process. Failure to comply with such regulations could result
in suspension or cessation of the Company's operations, could require
significant capital expenditures, or could subject the Company to
significant future liabilities.
Employees
At June 30, 1995, the Company had 651 employees, including 387 in
manufacturing, 100 in engineering and 164 in sales, marketing and
administration. At June 30, 1995, Telecom Solutions had 413 employees and
Linfinity had 238 employees. The Company believes that its future success
is highly dependent on its ability to attract and retain highly qualified
management, sales, marketing and technical personnel. Accordingly, the
Company maintains employee incentive and stock plans for certain of its
employees. Additionally, Linfinity maintains a separate employee stock
option plan for certain Linfinity employees. No Company employees are
represented by a labor union, and the Company has experienced no work
stoppages. The Company believes that its employee relations are good.
Operating Results and Stock Price Volatility
Future Company operating results will largely depend upon (i) the
Company's ability to implement new technologies and develop new products,
(ii) the Company's ability to market and sell new products, (iii) the
Company's response to increased competition, (iv) changes in product mix and
(v) manufacturing efficiencies. Future Telecom Solutions operating results
for a fiscal period will continue to be, as past results have been, highly
dependent upon the receipt and shipment of customer orders during that
fiscal period. Future Linfinity operating results will also be subject to
the cyclical nature of the semiconductor industry.
The Company's stock price has been and may continue to be subject to
significant volatility. Many factors, including any shortfall in sales or
earnings from levels expected by securities analysts and investors could
have an immediate and significant adverse effect on the trading price of the
Company's common stock.
ITEM 2. Properties
The following are the principal facilities of the Company as of June
30, 1995:
Approximate Owned/Lease
Principal Floor Area Expiration
Location Operations (Sq. Ft.) Date
San Jose, California Corporate Offices,
and Telecom Solutions
administration,
sales, engineering
and manufacturing 47,000 July 1997
Aguada, Puerto Rico Telecom Solutions
manufacturing 22,000 September 2000
Aguada, Puerto Rico Telecom Solutions
manufacturing 23,000 September 1999
Northampton, Navstar administration,
England sales, engineering and
manufacturing 18,000 April 1999
Garden Grove, Linfinity administration,
California sales, engineering
and manufacturing 96,000 Owned
Garden Grove, Linfinity wafer
California fabrication 9,000 Owned
The 96,000 square foot facility located in Garden Grove, California is
subject to an encumbrance as described in Note E of the Notes to
Consolidated Financial Statements which information is incorporated herein
by reference to Excerpts of the Annual Report. The Company believes that
its current facilities are well maintained and generally adequate to meet
short-term requirements.
ITEM 3. Legal Proceedings
In January 1994, a complaint was filed in the United States District
Court for the Northern District of California against the Company and three
of its officers, by one of the Company's shareholders. The plaintiff
requested that the court certify him as representative of a class of persons
who purchased shares of the Company's common stock during a specified period
in 1993. The complaint alleges that false and misleading statements made
during that period artificially inflated the price of the Company's common
stock in violation of federal securities laws. There is no specific amount
of damages requested in the complaint. Limited discovery has occurred and
no trial date has been set. The Company and its officers believe that the
complaint is entirely without merit, and intend to vigorously defend against
the action. The Company is also a party to certain other claims which are
normal in the course of its operations. While the results of such claims
cannot be predicted with certainty, management, after consultation with
counsel, believes that the final outcome of such matters will not have a
material adverse effect on the Company's financial position or results of
operations.
ITEM 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of the security holders of the
Company during the last quarter of the fiscal year ended June 30, 1995.
Executive Officers of the Company
Following is a list of the executive officers of the Company and brief
summaries of their business experience. All officers, including executive
officers, are elected annually by the Board of Directors at its meeting
following the annual meeting of shareholders. The Company is not aware of
any officer who was elected to the office pursuant to any arrangement or
understanding with another person.
Name Age Position
William D. Rasdal 62 Chairman of the Board and Chief
Executive Officer
Paul N. Risinger 62 Vice Chairman and Assistant Secretary
J. Scott Kamsler 47 Vice President, Finance, Chief
Financial Officer and Secretary
D. Ronald Duren 52 President and Chief Operating Officer,
Telecom Solutions
Dale Pelletier 44 Vice President, Operations,
Telecom Solutions
Brad P. Whitney 41 President and Chief Operating Officer,
Linfinity Microelectronics Inc.
Mr. Rasdal has served as Chairman of the Board of the Company since
July 1989 and as Chief Executive Officer since joining the Company in
November 1985. From November 1985 until July 1989, Mr. Rasdal was President
and a Director of the Company. From March 1980 until March 1985, Mr. Rasdal
was associated with Granger Associates, a manufacturer of telecommunications
products. His last position with Granger Associates was President and Chief
Operating Officer. From November 1972 to January 1980, Mr. Rasdal was
employed by Avantek as Vice President and Division Manager for Avantek's
microwave integrated circuit and semiconductor operations. For the thirteen
years prior to joining Avantek, he was associated with TRW in various
management positions.
Mr. Risinger has served as Vice Chairman of the Company since August
1990 and as a Director of the Company since March 1989. From November 1985,
when Mr. Risinger joined the Company, until August 1990, he served as
Executive Vice President, Advanced Marketing and Technology (AMAT). From
April 1981 to May 1985, Mr. Risinger served as Executive Vice President,
AMAT, for Granger Associates and was responsible for the development of new
businesses for the Digital Signal Processing Division. For four years prior
thereto, he served as Executive Vice President and Chief Operating Officer
of the Safariland Companies, a manufacturer of equipment and accessories in
the public safety field. Prior to joining Safariland, Mr. Risinger was
associated with TRW in various management roles in marketing, research and
development, and general management for seventeen years.
Mr. Kamsler has served as Vice President, Finance, Chief Financial
Officer and Secretary since joining the Company in October 1989. Mr.
Kamsler has also served as a Director of DSP Technology Inc., a manufacturer
of computer automated measurement and control instrumentation, since
November 1988. Prior to October 1989, Mr. Kamsler served as Vice President,
Finance and Chief Financial Officer of Solitec, Inc. (January 1984 to
September 1989), a manufacturer of semiconductor production equipment, DSP
Technology Inc. (April 1984 to September 1989), a former affiliate of
Solitec, and E-H International, Inc. (March 1982 to January 1984), a
manufacturer of automatic test equipment, disk and tape drive controllers,
and printed circuit boards. From November 1977 until January 1982, Mr.
Kamsler held various finance positions with Intel Corporation.
Mr. Duren has served as President and Chief Operating Officer, Telecom
Solutions since August 1990. From August 1988 until August 1990, Mr. Duren
served as Vice President, Sales, Telecom Solutions. From July 1986, when
Mr. Duren joined the Company, until August 1988, he held the position of
Director of Marketing and Sales, Telecom Solutions. For three years prior
to joining the Company, Mr. Duren served as Vice President, Telco Sales for
Granger Associates. Previously, Mr. Duren served in various management
positions with AT&T for seventeen years.
Mr. Pelletier has served as Vice President, Operations, Telecom
Solutions since November 1993. From July 1993 until November 1993, Mr.
Pelletier served as Vice President and General Manager, Telecom Solutions.
From July 1992 until July 1993, Mr. Pelletier served as General Manager,
Synchronization Division, Telecom Solutions. From August 1990 until July
1992, he served as Synchronization Division Manager, Telecom Solutions.
From August 1989 until August 1990, Mr. Pelletier served as Operations
Manager, Telecom and Analog Solutions Divisions. From August 1986, when Mr.
Pelletier joined the Company, until August 1989, he held the position of
Manufacturing Manager, Telecom Solutions. Previously, Mr. Pelletier served
in various finance and manufacturing positions for nine years with several
manufacturing companies.
Mr. Whitney joined the Company in November 1992 as President and Chief
Operating Officer for Linfinity Microelectronics Inc. and has served in such
capacity since that date. He joined the Company after twelve years with
Texas Instruments (TI), an electronics company. From November 1990 to
November 1992, Mr. Whitney was the Standard Linear Products Manager,
Semiconductor Group at TI. From December 1985 to November 1990, Mr. Whitney
was the Op Amps Product Manager, Semiconductor Group. From November 1983
through November 1985, Mr. Whitney held various positions within the Voltage
Regulator Product Group at TI. For the three years prior to working in the
Semiconductor Group, Mr. Whitney was associated with the Consumer Products
Group. His last position in this Group was as IC Development Manager, Home
Computer Division. Prior to joining TI, Mr. Whitney was an Engineering
Supervisor and Instructor for the University of Southwestern Louisiana
Departments of Computer Science and Electrical Engineering.
PART II
ITEM 5. Market for the Registrant's Common Stock and Related Stockholder
Matters
The information set forth under the caption "Quarterly Results and
Stock Market Data (unaudited)" is incorporated herein by reference to
Excerpts of the Annual Report.
ITEM 6. Selected Financial Data
The information set forth under the captions "Financial Highlights,"
"Five Year Selected Financial Data" and the fourth sentence of footnote A to
the information set forth under the caption "Quarterly Results and Stock
Market Data (unaudited)" is incorporated herein by reference to Excerpts of
the Annual Report.
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information set forth under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations" is
incorporated herein by reference to Excerpts of the Annual Report.
ITEM 8. Financial Statements and Supplementary Data
The Consolidated Financial Statements, together with the report thereon
of Deloitte & Touche LLP dated July 25, 1995, are incorporated herein by
reference to Excerpts of the Annual Report.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
PART III
ITEM 10. Directors and Executive Officers of the Registrant
Information regarding directors appearing under the caption "Proposal
No. One - Election of Directors--Nominees" on pages 2 and 3 of the Company's
Proxy Statement for the 1995 Annual Meeting of Shareholders filed with the
Commission on September 22, 1995, (the "Proxy Statement") is incorporated
herein by reference.
Information regarding executive officers is included in Part I hereof
under the heading "Executive Officers of the Company" immediately following
Item 4 in Part I hereof.
Information regarding compliance with Section 16(a) of the Securities
Exchange Act of 1934, as amended, is incorporated herein by reference from
the section entitled "Other Information--Compliance with Section 16 of the
Securities Exchange Act of 1934" appearing on page 15 of the Proxy
Statement.
ITEM 11. Executive Compensation
Incorporated herein by reference to the Proxy Statement under the
captions "Proposal No. One - Election of Directors--Nominees" on pages 2 and
3, "Executive Officer Compensation" on pages 17, 18 and 19, "Proposal No.
One - Election of Directors--Director Compensation" on page 4 and "Certain
Transactions" on page 19.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
Incorporated herein by reference to the Proxy Statement under the
caption "Other Information--Share Ownership by Principal Shareholders and
Management" on pages 15 and 16.
ITEM 13. Certain Relationships and Related Transactions
Incorporated herein by reference to the Proxy Statement under the
caption "Certain Transactions" on page 19.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Financial Statements and Financial Statement Schedules
The following documents are filed as part of this report:
1. Financial Statements*:
Consolidated Balance Sheets at June 30, 1995 and 1994
Consolidated Statements of Operations for the years ended June
30, 1995, 1994 and 1993
Consolidated Statements of Shareholders' Equity for the years
ended June 30, 1995,
1994 and 1993
Consolidated Statements of Cash Flows for the years ended June
30, 1995, 1994 and
1993
Notes to Consolidated Financial Statements
Independent Auditors' Report
* Incorporated herein by reference to Excerpts of the Company's 1995
Annual Report
2. Financial Statement Schedules:
Independent Auditors' Report
For the three fiscal years ended June 30, 1995, Schedule II,
Valuation and Qualifying Accounts and Reserves
All other schedules have been omitted because they are not applicable,
not required, or the required information is included in the Consolidated
Financial Statements or notes thereto.
3. Exhibits:
See Item 14(c) below.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of the
fiscal year ended June 30, 1995.
(c) Exhibits
The exhibits listed on the accompanying index immediately
following the signature page are filed as a part of this report.
(d) Financial Statement Schedules
See Item 14(a) above.
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
SymmetriCom, Inc.
We have audited the consolidated financial statements of SymmetriCom,
Inc. as of June 30, 1995 and 1994, and for each of the three years in the
period ended June 30, 1995, and have issued our report thereon dated July
25, 1995; such financial statements and report are included in your 1995
Annual Report to Shareholders and are incorporated herein by reference. Our
audits also included the financial statement schedule of SymmetriCom, Inc.
listed in Item 14(a)2. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to
express an opinion based on our audits. In our opinion, such financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.
/s/ Deloitte & Touche LLP
_________________________
DELOITTE & TOUCHE LLP
San Jose, California
July 25, 1995
SCHEDULE II
SYMMETRICOM, INC.
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(In thousands)
Balance Charged
at to Costs Balance
Beginning and Deductions at
of Year Expenses (1) End of
Year
Year ended June 30, 1995:
Accrued warranty expense $ 2,071 $ 1,021 $ 572 $ 2,520
Allowance for doubtful accounts $ 242 $ 122 $ 25 $ 339
Year ended June 30, 1994:
Accrued warranty expense $ 2,136 $ 386 $ 451 $ 2,071
Allowance for doubtful accounts $ 114 $ 155 $ 27 $ 242
Year ended June 30, 1993:
Accrued warranty expense $ 1,047 $ 1,646 $ 557 $ 2,136
Allowance for doubtful accounts $ 109 $ 8 $ 3 $ 114
(1) Deductions represent amounts written off against the reserve or
allowance.
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.
SYMMETRICOM, INC.
Date: September 22, 1995 By: /s/ J. Scott Kamsler
____________________
(J. Scott Kamsler)
Vice President, Finance and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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 and on the dates indicated.
Signature Title Date
Chairman of the Board and
Chief Executive Officer
/s/ William D. Rasdal (Principal Executive Officer) September 22, 1995
(William D. Rasdal)
Vice President, Finance and
Chief Financial Officer
/s/ J. Scott Kamsler (Principal Financial
(J. Scott Kamsler) and Accounting Officer) September 22, 1995
/s/ Howard Anderson Director September 22, 1995
(Howard Anderson)
/s/ Paul N. Risinger Director September 22, 1995
(Paul N. Risinger)
/s/ Roger A. Strauch Director September 22, 1995
(Roger A. Strauch)
/s/ Robert M. Wolfe Director September 22, 1995
(Robert M. Wolfe)
Exhibit
Number Index of Exhibits
3.1(1) Restated Articles of Incorporation.
3.2(2) Certificate of Amendment to Restated Articles of
Incorporation filed December 11, 1990.
3.3(10) Certificate of Amendment to Restated Articles of Incorporation
filed October 27, 1993.
3.4(10) By-Laws, as amended July 21, 1993.
4.1(3) Common Shares Rights Agreement dated December 6, 1990,
between Silicon General, Inc. and Manufacturers
Hanover Trust Company of California, including the form of
Rights Certificate and the Summary of Rights attached thereto as
Exhibits A and B, respectively.
4.2(4) Amendment to the Common Shares Rights Agreement dated
February 5, 1993 between Silicon General, Inc.
and Chemical Trust Company of California, formerly
Manufacturers Hanover Trust Company of California, including the
form of Rights Certificate and the Summary of Rights
attached thereto as Exhibits A and B, respectively.
10.1(5)(12) Amended and Restated Employees' Stock Option Plan (1980),
with form of Stock Option Agreement (1980 Plan).
10.2(5)(12) Amended and Restated Non-Qualified Stock Option Plan
(1982), with form of Employee Non-Qualified
Stock Option (1982 Plan).
10.3(5)(12) Amended and Restated Employee Stock Option Plan (1983),
with form of Stock Option Under Incentive Stock
Option Plan 1983.
10.4(12) 1990 Director Option Plan (as amended through October 25, 1995).
10.5(5)(12) Form of Director Option Agreement.
10.6(12) 1990 Employee Stock Plan (as amended through October 25, 1995).
10.7(5)(12) Forms of Stock Option Agreement, Restricted Stock Purchase
Agreement, Tandem Stock Option/SAR Agreement,
and Stock Appreciation Right Agreement for use under
the 1990 Employee Stock Plan.
10.8(11)(12) 1995 Employee Stock Purchase Plan, with form of
Subscription Agreement.
10.9(2) Loan Agreements between the Company and the John Hancock Mutual
Life Insurance Company, dated October 18, 1990,
including exhibits thereto.
10.10(6) Lease Agreement by and between the Company and Menlo
Tasman Investment Company dated June 16,
1986, and Amendment to Lease dated March 27, 1987.
10.11(2) Lease Agreement by and between Zeltex Puerto Rico, Inc., a
subsidiary of the Company, and Puerto
Rico Industrial Development Company dated January 22, 1991.
10.12(10) Lease Agreement by and between Telecom Solutions Puerto
Rico, Inc., a subsidiary of the Company, and
Puerto Rico Industrial Development dated August 9, 1994.
10.13(10) Lease Agreement by and between Navstar Systems Limited, a
subsidiary of the Company, and Baker
Hughes Limited dated April 22, 1994.
10.14(10) Revolving Credit Loan Agreement between the Company and
Comerica Bank-Detroit dated December 1, 1993.
10.15 First Amendment to the Revolving Credit Loan Agreement
between the Company and Comerica Bank-Detroit
dated April 20, 1995.
10.16(7) Form of Indemnification Agreement.
10.17(9) Linfinity Microelectronics Inc. Common Stock and Series A
Preferred Stock Purchase Agreement dated June 28, 1993.
10.18(9) Tax Sharing Agreement between Linfinity Microelectronics
Inc. and the Company dated June 28, 1993.
10.19(9) Intercompany Services Agreement between Linfinity
Microelectronics Inc. and the Company dated June 28, 1993.
10.20(9)(12) Linfinity Microelectronics Inc. 1993 Stock Option Plan
with form of Stock Option Agreement.
10.21(9) Linfinity Microelectronics Inc. Form of Indemnification
Agreement.
10.22(9)(12) Employment offer letter by and between the Company and
Brad P. Whitney, President and Chief Operating
Officer, Linfinity Microelectronics Inc. dated November 20, 1992.
10.23(8) Agreement for Sale and Purchase of the Navstar Business of
Radley Services Limited.
10.24(8) Agreement for the Sale and Purchase of Certain Assets of
Navstar Electronics, Inc.
13.1 SymmetriCom, Inc. Excerpts of the 1995 Annual Report.
21.1 Subsidiaries of the Company.
23.1 Independent Auditors' Consent.
27.1 Financial Data Schedule.
Footnotes to Exhibits
(1) Incorporated by reference from Exhibits to Annual Report
on Form 10-K for the fiscal year ended July 2,
1989.
(2) Incorporated by reference from Exhibits to Annual Report
on Form 10-K for the fiscal year ended June 30, 1991.
(3) Incorporated by reference from Exhibits to Registration
Statement on Form 8-A filed with the Securities
and Exchange Commission on December 8, 1990.
(4) Incorporated by reference from Exhibits to Registration
Statement on Form 8-A filed with the Securities
and Exchange Commission on February 11, 1993.
(5) Incorporated by reference from Exhibits to Registration
Statement on Form S-8 filed with the Securities
and Exchange Commission on December 24, 1990.
(6) Incorporated by reference from Exhibits to Annual Report
on Form 10-K for the fiscal year ended June 28, 1987.
(7) Incorporated by reference from Exhibits to the 1990 Proxy
Statement.
(8) Incorporated by reference from Exhibits to Current Report
on Form 8-K filed with the Securities and
Exchange Commission on September 2, 1993.
(9) Incorporated by reference from Exhibits to Annual Report
on Form 10-K for the fiscal year ended June 30, 1993.
(10) Incorporated by reference from Exhibits to Annual Report on Form
10-K for the fiscal year ended June 30, 1994.
(11) Incorporated by reference from Exhibits to Registration
Statement on Form S-8 filed with the Securities
and Exchange Commission on January 4, 1995.
(12) Indicates a management contract or compensatory plan or
arrangement.