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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 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
[NO FEE REQUIRED]
For the transition period from to
-------------- --
COMMISSION FILE NUMBER 0-3698
SILICONIX INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 94-1527868
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
2201 LAURELWOOD ROAD
SANTA CLARA, CALIFORNIA 95054
(Address of principal executive offices)
(408) 988-8000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.01 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 of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [ ]
The aggregate market value of voting stock held by nonaffiliates is
$64,800,000, based upon the closing price for the registrant's Common Stock on
March 19, 1996 ($34.00).
The number of shares of the registrant's Common Stock, $0.01 par value,
outstanding at March 19, 1996 was 9,959,680.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Siliconix incorporated 1995 Annual Report to Shareholders:
Parts I, II and IV.
2. Portions of the definitive Proxy Statement dated April 15, 1996 to be filed
with the Securities and Exchange Commission on or about April 15, 1996,
pursuant to Section 14 of the Securities Exchange Act of 1934, in
connection with the 1996 Annual Meeting of Shareholders of Siliconix
incorporated: Part III.
1
PART I
ITEM 1. BUSINESS
GENERAL
Siliconix designs, markets, and manufactures power and analog semiconductor
products. The Company focuses on technologies and products for the computer,
data storage, communications, and automotive markets; additionally, many of the
Company's products are also used in instrumentation, industrial, and hi-rel
(military) applications.
Founded in 1962, in the past decade Siliconix made a deliberate and
successful transition from serving broad-based industrial and hi-rel markets to
high-volume commercial business. Building strong customer relationships in the
computer, hard disk drive, and communications markets, Siliconix used its
technology and applications expertise to develop value-added products for power
conversion, power interface, and motor control. Today, these markets exhibit
design cycles as short as a few months and product life cycles as short as six
to twelve months, thus creating numerous new opportunities for the Company. The
automotive market, which is also a key segment for the Company, exhibits very
long design cycles, sometimes as much as four or five years, and product life
cycles as long or longer. Participation in both types of businesses helps the
company balance growth opportunities with research and development investments
required to maintain technology leadership.
PRODUCTS
All of the analog and power products produced by the Company can be divided
into two general classes: discrete devices and integrated circuits (ICs).
Discrete devices are active components that generate, control, regulate,
amplify, or switch electronic signals or energy. They must be interconnected
with other components (E.G., resistors, capacitors, inductors, etc.) to create
an electronic circuit. ICs consist of a number of active and passive
components, interconnected on a single chip, that are intended to perform a
specific function.
The Company's discrete devices include small-signal field-effect transistors
(MOSFETs, JFETs, and DMOS FETs), designed to handle less than one watt of power,
and power MOSFETs, designed to handle more than one watt.
Power MOSFETs are the Company's fastest growing products in terms of sales.
In this product line, Siliconix has focused on low-voltage products that are
prevalent in battery-operated products (E.G., notebook computers and cellular
phones) and in automotive systems. Siliconix has maintained technology
leadership in low-voltage surface-mount power MOSFETs through both silicon
technologies and product packaging. Advanced silicon process technologies, such
as the Company's "Trench" technology, offer very high cell densities and low
device on-resistance. These process technologies have been coupled with
innovative packaging techniques to create surface-mount product families, such
as LITTLE FOOT-Registered Trademark- and LITE FOOT-Registered Trademark- power
MOSFETs, that provide customers with size and performance benefits as well as
manufacturing compatibility with digital integrated circuits.
In the small-signal transistor area, Siliconix is among the market leaders,
offering technologies that range from very mature product lines (E.G., JFETs),
which remain critical for some applications, to proprietary processes, such as
the Company's lateral DMOS process, that offer performance advantages over
competitors' similar product lines.
2
Siliconix integrated circuits include power conversion and interface ICs,
motor control ICs, and signal processing ICs. The Company's power conversion
and interface ICs are based on low-voltage mixed-signal silicon processes that
offer customers higher frequencies and greater efficiencies than competitive
products. They are used in applications where an input voltage from a battery
or other supply source must be switched or converted to a level that is
compatible with logic signals used by microprocessors and other digital
components in the system. The Company's motor control ICs are used to control
motion in data storage applications (E.G., optical and hard disk drives) and to
control the speed of small motors in office equipment, such as copy machines.
The signal processing ICs supplied by Siliconix include analog switches and
multiplexers, and bus interface ICs. The analog switches and multiplexers are
primarily used in instrumentation and industrial equipment that receives and/or
outputs real-world analog signals. The Company's bus interface ICs are designed
for automotive applications, such as diagnostic equipment and multiplex systems.
The following table shows net sales and the percentage of the Company's net
sales attributable to the product categories for the periods indicated.
Years Ended December 31
-----------------------
(dollars in thousands) 1995 1994 1993
---- ---- ----
Integrated Circuits $ 64,179 26% $ 52,911 27% $ 35,642 21%
Discrete Devices,
LITTLE FOOT and
LITE FOOT 186,112 74% 143,542 73% 134,608 79%
Other 0 0% 0 0% 32 --%
-------- --- -------- --- -------- ---
$250,291 100% $196,453 100% $170,282 100%
MANUFACTURING
Siliconix performs all of its wafer fabrication at its Santa Clara,
California manufacturing headquarters, where the Company maintains both a
conventional four-inch wafer fab and a Class 1 (clean room classification)
six-inch wafer fab. The four-inch wafer facility is used for the fabrication of
analog integrated circuits and low-power discrete products. The six-inch wafer
facility enables the fabrication of advanced power devices. Assembly and
testing of the Company's products are performed in Company facilities in Taiwan
and Shanghai, China, and by subcontractors in the Philippines, India, Taiwan,
The People's Republic of China, and Italy. The Shanghai facility is jointly
owned by Siliconix and the Shanghai Institute of Metallurgy. All of the
Company's manufacturing sites use Statistical Process Control-based methods of
total quality control and have ISO 9000 certification.
In 1995, the Company finalized plans to transfer the four-inch fabrication
production from Santa Clara to a third party foundry in Asia. It is anticipated
that substantially all of the continuing activities will be transferred by March
1997.
Raw materials used by the Company include single-crystal silicon wafers,
chemicals, gases, metal wire, and ceramic, plastic, and glass-to-metal packages.
Although these materials are generally available from two or more sources, the
industry has experienced difficulties in obtaining supplies of some raw
materials from time to time; such difficulties in the future could adversely
affect the Company's operations.
3
Government regulations impose various environmental controls on the discharge
of certain chemicals and gases used in the manufacturing process. The Company
believes that its activities substantially conform to present and anticipated
regulations and is constantly upgrading its Santa Clara facility to ensure
continued compliance with such regulations. In 1990, the Company reached a
settlement for cleanup of soil and ground water at a site the Company occupied
prior to 1972, with the current owner of that site, and settled a lawsuit
against its insurance carriers in 1992 and 1993 with respect to this matter.
The Company also established a remedial activity to remove soil and groundwater
contamination at its Santa Clara site in 1990. For details on these matters,
see Item 3, Legal Proceedings. While the Company has experienced only limited
effects on its operations from environmental regulations, there can be no
assurance that changes in such regulations will not impose the need for
additional capital equipment or other requirements.
SALES
In early 1992, the semiconductor division of the Daimler-Benz
Microelectronics Group, then an informal consortium consisting of Siliconix,
Telefunken Semiconductors, Matra MHS, Dialog Semiconductor, and Eurosil,
concluded that there were efficiencies to be gained by consolidating further the
roles of the members' sales organizations, thus eliminating the duplication of
many functions. Additionally, it was determined that the unity of these various
organizations would bring greater value to the customers by allowing them to
deal with one entity for all of their purchasing needs. In late 1992 an
implementation plan was begun to consolidate the sales functions of the members,
and an announcement was made that the new name of the Microelectronics Group
would be "TEMIC." This consolidation of the sales organizations was completed
in 1993, so that today the Company's products are sold worldwide by the TEMIC
sales organization, which also manages a worldwide network of sales
representatives and distributors. Specific advantages to Siliconix from this
arrangement are broader market coverage and lower sales costs.
In 1995, to further the goals of TEMIC, four sales companies were
established, TEMIC North America, TEMIC Asia Pacific, TEMIC France and TEMIC
Germany. These companies were established to fulfill all sales responsibilities
for TEMIC within their respective regions. TEMIC North America is a wholly
owned subsidiary of Siliconix incorporated; TEMIC Asia Pacific is a division of
TEMIC (S) Pte. Ltd., a wholly owned subsidiary of Siliconix incorporated; TEMIC
France is a wholly owned subsidiary of Matra MHS; and TEMIC Germany is a
division of Telefunken Semiconductors. The sales companies function as agents
earning a commission as a fixed percentage of sales and perform all sales-
related functions under their legal names.
The following table shows net sales and the percentage of the Company's net
sales on a geographic basis for the periods indicated (dollars in thousands).
YEARS ENDED DECEMBER 31
-----------------------
1995 1994 1993
---- ---- ----
North America $ 93,613 37% $ 81,383 41% $ 77,645 46%
Europe and Africa 64,897 26% 49,330 25% 40,091 24%
Japan 31,944 13% 19,347 10% 11,008 6%
Asia Pacific 59,837 24% 46,393 24% 41,538 24%
-------- --- ------- --- ------- ---
$250,291 100% $196,453 100% $170,282 100%
4
In 1995, one customer accounted for 13% of the Company's net sales. The
Company markets its products in different geographic areas as follows.
NORTH AMERICA: Sales are made by the TEMIC North America field sales force
and manufacturer's representative organizations, the latter being compensated by
commissions only. Area sales managers coordinate these representatives and the
TEMIC North America sales force. TEMIC North America has sales offices in or
near Santa Clara, California; Troy, Michigan; Annandale, New Jersey; and Dallas,
Texas.
Sales not made directly to the original equipment manufacturers are made
through distributors, which currently have approximately 200 locations
throughout the United States and Canada. TEMIC North America provides certain
distributors with contractual protection for their inventory against reductions
in published prices and against product obsolescence.
EUROPE AND AFRICA: Sales are made by the TEMIC France and TEMIC Germany
sales force and manufacturer's representative organizations. As in North
America, sales not made directly to the original equipment manufacturers are
made through distributors, with approximately 30 locations. The distributors
are provided with certain inventory obsolescence and price protections similar
to those granted to domestic distributors.
JAPAN: Sales in Japan are made by TEMIC Asia Pacific.
ASIA PACIFIC: Sales are made in Hong Kong, Korea, Taiwan, The People's
Republic of China and in Southeast Asia, by TEMIC Asia Pacific, headquartered in
Singapore. In these locations, as in the United States, TEMIC Asia Pacific
sells directly to original equipment manufacturers through TEMIC Field Sales
Engineers or through manufacturer's representatives. Direct TEMIC sales agents
and representatives are compensated by commissions only.
Sales in the rest of the world are made through manufacturer's
representatives, stocking representatives and distributors.
For further information, see Note 7 of Notes to the Consolidated Financial
Statements, which is incorporated herein by reference.
ORDER BACKLOG
As of December 31, 1995, the backlog of orders booked was $92.6 million.
The backlog as of December 31, 1994 was $65.7 million. The Company includes
in backlog only open orders which have been released by the customer for
shipment in the calendar year 1996. The Company's customers encounter
uncertain and changing demand for their products. They typically order
products from the Company based on their forecasts. If demand falls below
customers' forecasts, or if customers do not control their inventory
effectively, they may cancel or reschedule their shipments previously ordered
from the Company, in many instances without the payment of any penalty.
Therefore, backlog is not necessarily indicative of sales for any future
period.
COMPETITION
The semiconductor industry is highly competitive. Many of the Company's
competitors are larger companies with greater financial resources and limited
dependency on semiconductor products as their
5
sole source of sales and earnings. The Company has been able to compete
effectively by being selective in its choice of products and markets, and by
being a technology leader in those areas. Through closely established customer
relationships, the Company acquires in-depth applications know-how for the
markets it serves and develops products that specifically address customer
needs.
RESEARCH AND DEVELOPMENT
Research and development activities are directed toward expanding technology
leadership. Focus is on developing new products and processes, and activities
are ongoing to improve the cycle time from new product development to product
release. Total expenditures were $19.1 million in 1995, $15.8 million in 1994,
and $13.4 million in 1993. Significant effort has been expended on new power
products and ICs where continued rapid market growth is expected. See Note 2 of
Notes to the Consolidated Financial Statements.
PATENTS AND LICENSES
Siliconix protects its technology leadership by securing patents on
proprietary products and processes. As of December 31, 1995, Siliconix owned 88
U.S. patents, covering primarily semiconductor device structures, processes, and
circuitry. Expiration dates for these patents range from 1997 to 2014. An
additional six patents have been allowed but not yet issued. There were also 47
U.S. patent applications pending. The Company believes that, as it increasingly
utilizes these patents in the design and manufacture of its products, its
royalty obligations will decrease significantly. See Note 8 of Notes to the
Consolidated Financial Statements.
EMPLOYEES
In 1988 through 1990, Siliconix reduced the number of employees through
attrition and through the elimination of jobs where efforts were duplicated
or automation has been employed to increase operating efficiency. In the last
three years, the total number of employees has remained relatively flat, with
only key positions focused on target growth areas being added. On December
31, 1995, the Company employed 1,269 people, of whom 860 were employed in the
United States, 393 in East Asia, and 16 in Europe.
There are no collective bargaining agreements between the Company and its
employees, and there have been no work stoppages due to labor difficulties. The
Company considers its relations with its employees to be excellent.
EXECUTIVE OFFICERS
The following sets forth the name, age, offices presently held, business
experience and principal occupation of the Company's executive officers:
Name Office Presently Held
---- ---------------------
Richard J. Kulle President, Chief Executive Officer and a Director
King Owyang Executive Vice President, Technology and Silicon
Operations
Juergen F. Biehn Vice President and Chief Financial Officer
G. Thomas Simmons Vice President, Marketing
6
Mr. Kulle, age 51, joined the Company in June 1987 as the Vice President of
Worldwide Manufacturing and became Executive Vice President in August 1989 and
President, Chief Executive Officer and a director in March 1990. Prior to
joining the Company, he served twenty-one years at General Electric, the last
two years as Manager IC Product Operations of AVLSI products and the previous
years in numerous management positions throughout its semiconductor division.
Mr. Kulle has a B.S. degree in Operations Management Industrial Engineering.
Dr. Owyang, age 50, joined the Company in January 1988 as a divisional Vice
President of Research and Development. He assumed additional responsibility for
Corporate Reliability and Quality Assurance in April 1990. He became Vice
President, Engineering in May 1990 and Executive Vice President, Technology and
Silicon Operations in April 1992. Prior to joining the Company, he served
fourteen years at General Electric Semiconductor Division, the last two years as
Manager of Research and Development Engineering of Power Integrated Circuit
Products. Dr. Owyang holds B.S. and Ph.D. degrees in Physics.
Mr. Biehn, age 54, joined the Company in March 1991 as Vice President and
Corporate Controller. He became Chief Financial Officer in October 1991. For
more than the previous five years, he was employed by AEG Aktiengesellschaft (an
affiliate of AEG Capital Corporation, which owns 80.4% of the outstanding Common
Stock of the Company), a German company with interests in rail systems,
microelectronics, power distribution, large power generating systems and
automation systems, in a variety of positions, most recently Manager
Departmental Director for controlling in the central administration
headquarters. Mr. Biehn holds a German M.A. degree.
Mr. Simmons, age 54, joined the Company in October 1994 as Vice President,
Marketing. Prior to joining the Company, Mr. Simmons served from April 1993 to
October 1994 as Vice President of Marketing and Sales of Fountain Hills Systems,
a company that designs and manufactures ergonomic keyboards, and from March 1990
to April 1993 as President of Simmons & Associates, a management consulting
firm. Prior to that, he held senior management positions at Oki Semiconductor,
Intel, Fairchild, and Motorola. Mr. Simmons holds a B.S. degree in Engineering
and Economics and an M.B.A. as well.
7
ITEM 2. PROPERTIES.
The Company owns its principal manufacturing plant and general offices which
are located in three two-story buildings totaling 220,100 square feet on a
12-acre site in Santa Clara, California. The Company recently purchased the
building adjacent to this facility, a two-story structure containing 14,500
square feet of general office space. Siliconix Limited currently occupies,
under an agreement with TEMIC UK Limited, a subsidiary of Matra MHS,
approximately 3,000 square feet of space in premises located in Bracknell,
United Kingdom, where the Company's European Headquarters are located. TEMIC
(S) PTE. LTD., also a subsidiary of the Company, occupies approximately 5,800
square feet of administrative space in premises in Singapore, where the
Company's Far East Administrative Headquarters are located. This space is
leased from AEG Aktiengesellschaft (AEG AG), an affiliate of the Company. TEMIC
(S) PTE. LTD. also leases approximately 20,000 square feet of manufacturing and
general office space in Manila from Telefunken Semiconductors, an affiliated
company. Siliconix (Taiwan) Limited, a subsidiary of Siliconix (Hong Kong)
Limited, owns a 50,000-square-foot portion of a building in the Nan-Tse Export
Processing Zone, a suburb of Kaohsiung, Taiwan, which consists of manufacturing
and general office space. TEMIC Japan KK, another subsidiary of the Company,
leases 1,100 square feet of general office space in Tokyo from AEG AG. Shanghai
Simconix Co. Ltd., a joint venture between the Company and the Shanghai
Institute of Metallurgy (the "SIM"), leases 19,200 square feet of manufacturing
and general office space in Shanghai from the SIM.
ITEM 3. LEGAL PROCEEDINGS.
In 1995, the Company was a party to two environmental proceedings. The first
involved property that the Company vacated in 1972. In July 1989, the
California Regional Water Quality Control Board ("RWQCB") issued Cleanup and
Abatement Order No. 89-115 both to the Company and the current owner of the
property. The Order alleged that the Company contaminated both the soil and the
groundwater on the property by the improper disposal of certain chemical
solvents. The RWQCB considered both parties to be liable for the contamination
and sought to have them decontaminate the site to acceptable levels. The
Company subsequently reached a settlement of this matter with the current owner
of the property. The settlement also provided that the current owner will
indemnify the Company and its employees, officers and directors against any
liability that may arise out of any governmental agency actions brought for
environmental cleanup of the subject site, including liability arising out of
RWQCB Order No. 89-115, to which the Company remains nominally subject.
The second proceeding involves the Company's Santa Clara, California
facility, which the Company has owned and occupied since 1969. In February
1989, the RWQCB issued Cleanup and Abatement Order No. 89-27 to the Company.
The Order is based on the discovery of contamination of both the soil and the
groundwater on the property by certain chemical solvents. The Order calls for
the Company to specify and implement interim remedial actions and to evaluate
final remedial alternatives. The RWQCB issued a subsequent order requiring the
Company to complete the decontamination. The Company has begun to comply with
the RWQCB's orders.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
8
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
As of March 19, 1996 there were 920 holders of record of the Company's Common
Stock. Under Delaware law, the Company may pay dividends only from retained
earnings or, if none, from net profits for the current or preceding fiscal year.
The Company has paid no dividends since December 1980 in order to retain the
Company's earnings to fund future growth requirements. No change in such policy
is anticipated in the near future.
A presentation of the highest and lowest "last trade" price for the Company's
Common Stock for each quarterly period during 1994 and 1995 is incorporated by
reference from the Company's 1995 Annual Report to Shareholders, portions of
which are filed as Exhibit 13 hereto. The Company's Common Stock trades on the
Nasdaq Stock Market under the symbol "SILI."
ITEM 6. SELECTED FINANCIAL DATA.
Incorporated by reference from the Company's 1995 Annual Report to
Shareholders, portions of which are filed as Exhibit 13 hereto.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Incorporated by reference from the Company's 1995 Annual Report to
Shareholders, portions of which are filed as Exhibit 13 hereto.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The report of KPMG Peat Marwick LLP on the financial statements for the years
ended December 31, 1995, 1994 and 1993 is found on page 10 of this Annual Report
on Form 10-K. The remainder of the financial statements are incorporated by
reference from the Company's 1995 Annual Report to Shareholders, portions of
which are filed as Exhibit 13 hereto.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
9
Independent Auditors Report
Board of Directors
Siliconix incorporated:
We have audited the accompanying consolidated balance sheets of Siliconix
incorporated as of December 31, 1995 and 1994, and the related consolidated
statements of operations, shareholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1995. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Siliconix
incorporated as of December 31, 1995 and 1994, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1995, in conformity with generally accepted accounting
principles.
KPMG PEAT MARWICK LLP
Palo Alto, California
January 23, 1996
10
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The executive officers of the Company are identified in Item 1 of Part I of
this Annual Report on Form 10-K. Identification of the directors of the Company
is incorporated by reference from the "Election of Directors" section of the
Company's definitive Proxy Statement dated April 15, 1996 to be mailed to
shareholders in connection with the 1996 Annual Shareholders Meeting and filed
with the Securities and Exchange Commission on or about April 15, 1996 (the
"Proxy Statement").
ITEM 11. EXECUTIVE COMPENSATION.
Incorporated by reference from the "Compensation of Officers and Directors,"
"Compensation and Incentive Plans of the Company," and "Report of Compensation
Committee" sections of the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Incorporated by reference from the "Security Ownership" section of the Proxy
Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Incorporated by reference from the "Certain Transactions" section of the
Proxy Statement.
11
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) DOCUMENTS FILED AS PART OF FORM 10-K
1. FINANCIAL STATEMENTS.
Independent Auditors' Report on the Financial Statements for the Years
Ended December 31, 1995, 1994, and 1993 (see page 10 hereof)
The remainder of the Financial Statements are incorporated by
reference from the Company's 1995 Annual Report to Shareholders,
portions of which are filed as Exhibit 13 hereto.
Consolidated Statements of Operations for the years ended
December 31, 1995, 1994, and 1993
Consolidated Statements of Shareholders' Equity for the years ended
December 31, 1995, 1994, and 1993
Consolidated Balance Sheets as of December 31, 1995 and 1994
Consolidated Statements of Cash Flows for the years ended
December 31, 1995, 1994, and 1993
Notes to Consolidated Financial Statements
Quarterly Financial Data (unaudited)
2. FINANCIAL STATEMENT SCHEDULE.
A. Independent Auditors' Report on Financial Statement Schedule
II. Valuation and Qualifying Accounts
All other schedules have been omitted as the required information
is reported or incorporated by reference elsewhere in this Annual
Report or is not applicable.
12
3. EXHIBITS
3.1 Restated Certificate of Incorporation(1)
3.2 Bylaws
10.2 One-Year Key Professional Incentive Bonus Plan(1)
10.3 Key Professional Performance Unit Plan
10.5 Amended and Restated License Agreement dated April 10, 1990 between the
Company and International Rectifier Corporation(1)
10.6 Amendment to Amended and Restated License Agreement dated December 21,
1990 between the Company and International Rectifier Corporation(1)
10.10 Pension Contract dated January 26, 1995 between Richard J. Kulle and
TEMIC TELEFUNKEN microelectronic GmbH(2)
13 Portions of Siliconix incorporated 1995 Annual Report to Shareholders
22 Subsidiaries of the Company
- ---------------------
(1)Incorporated by reference from Exhibits to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1990, filed with the SEC on
April 15, 1991.
(2)Incorporated by reference from Exhibits to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994, filed with the SEC on
April 10, 1995.
(b) REPORTS ON FORM 8-K
The Company did not file any reports on Form 8-K in the last quarter of
the year ended December 31, 1995.
13
FINANCIAL STATEMENT SCHEDULE
A. Independent Auditors' Report
II. Valuation and Qualifying Accounts
14
INDEPENDENT AUDITORS REPORT
Board of Directors
Siliconix incorporated:
Under date of January 23, 1996, we reported on the consolidated balance sheets
of Siliconix incorporated as of December 31, 1995 and 1994, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 1995, as contained
in the annual report on Form 10-K for the year 1995. In connection with our
audits of the aforementioned consolidated financial statements, we also audited
the related consolidated financial statement schedule listed in 14(a)2. The
consolidated financial statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion on this consolidated
financial statement schedule 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.
KPMG PEAT MARWICK LLP
Palo Alto, California
January 23, 1996
15
SILICONIX INCORPORATED
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31
(IN THOUSANDS)
ADDITIONS
---------
Balance
At Charged to Balance
Beginning Costs and Charged to At End
of Period Expenses Revenues Deductions of Period
1993:
Allowance for Doubtful Accounts $ 1,721 $ 380 $ - $ 872 $ 1,229
Allowance for Price Adjustments 446 - 725 436 735
Allowance for Returned Parts and
Distributor Adjustments 3,090 - 4,552* 4,058* 3,584
------- -------- ------- ------- --------
$ 5,257 $ 380 $ 5,277 $ 5,366 $ 5,548
1994:
Allowance for Doubtful Accounts $ 1,229 $ 326 $ - $ 492 $ 1,063
Allowance for Price Adjustments 735 - 1,248 1,081 902
Allowance for Returned Parts and
Distributor Adjustments 3,584 - 11,734 12,126 3,192
-------- ------ ------- ------- -------
$ 5,548 $ 326 $12,982 $13,699 $ 5,157
1995:
Allowance for Doubtful Accounts $1,063 $ 1,075 $ - $ 297 $ 1,841
Allowance for Price Adjustments 902 - 922 1,381 443
Allowance for Returned Parts and
Distributor Adjustments 3,192 - 9,064 9,014 3,242
------- -------- ------- -------- -------
$ 5,157 $ 1,075 $ 9,986 $ 10,692 $ 5,526
*Certain amounts related to 1993 returns were presented on a net basis as
compared to 1995 and 1994, which are presented on a gross basis.
16
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.
Dated: March 28, 1996
SILICONIX INCORPORATED
By: /s/RICHARD J. KULLE
-------------------------------
Richard J. Kulle
President and Chief Executive 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
--------- ----- ----
Principal Executive Officer
/s/ RICHARD J. KULLE President, Chief Executive
- ------------------------- Officer and a Director March 28, 1996
Richard J. Kulle
Principal Financial Officer
/s/ JUERGEN BIEHN Vice President and
- ------------------------- Chief Financial Officer March 28, 1996
Juergen Biehn
Principal Accounting Officer
/s/ RAYMOND F. WERNER Corporate Controller March 28, 1996
- -------------------------
Raymond F. Werner
/s/ HANSPETER EBERHARDT Director March 28, 1996
- -------------------------
Hanspeter Eberhardt
/s/ FRANK MAIER Director March 28, 1996
- -------------------------
Frank Maier
/s/ GUSTAV MUEHLSCHLEGEL Director March 28, 1996
- -------------------------
Gustav Muehlschlegel
/s/ ROBERT L. WEHRLI Director March 28, 1996
- -------------------------
Robert L. Wehrli
/s/ PETER WESTRICK Director March 28, 1996
- -------------------------
Peter Westrick
17
INDEX TO EXHIBITS
Exhibit
-------
3.1 Restated Certificate of Incorporation(1)
3.2 Bylaws
10.2 One-Year Key Professional Incentive Bonus Plan(1)
10.3 Key Professional Performance Unit Plan
10.5 Amended and Restated License Agreement dated
April 10, 1990 between the Company and International
Rectifier Corporation(1)
10.6 Amendment to Amended and Restated License Agreement
dated December 21, 1990 between the Company and
International Rectifier Corporation(1)
10.10 Pension Contract dated January 26, 1995 between
Richard J. Kulle and TEMIC TELEFUNKEN
microelectronic GmbH(2)
13 Portions of Siliconix incorporated 1995 Annual
Report to Shareholders
22 Subsidiaries of the Company
- ---------------------
(1) Incorporated by reference from Exhibits to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1990, filed with the SEC on
April 15, 1991.
(2) Incorporated by reference from Exhibits to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994, filed with the SEC on
April 10, 1995.
18