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 quarterly period ended September 28, 2002
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 0-3698
SILICONIX INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 94-1527868
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2201 Laurelwood Road, Santa Clara, California 95054
(Address of principal executive offices)
Registrant's telephone number including area code (408) 988-8000
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 the number of shares outstanding of each of the registrant's
classes of common stock:
Common stock, $0.01 par value -- 29,879,040 outstanding shares as of
November 11, 2002.
1
SILICONIX INCORPORATED
TABLE OF CONTENTS TO FORM 10-Q
Part I. Financial Information Page No.
Item 1 Financial Statements
Consolidated Statements of Operations for the
three and nine months ended September 28, 2002
and September 29, 2001 3
Consolidated Balance Sheets as of September 28, 2002
and December 31, 2001 4
Consolidated Statements of Cash Flows for the
nine months ended September 28, 2002 and
September 29, 2001 5
Notes to Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Item 4 Disclosure Controls and Procedures 11
Part II. Other Information
Item 1 Legal Proceedings 12
Item 6 Exhibits 13
Signatures 14
Certifications 15
2
PART I - FINANCIAL INFORMATION
Item 1.
Financial Statements.
SILICONIX INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts) Three Months Ended Nine Months Ended
Sept 28, Sept 29, Sept 28, Sept 29,
2002 2001 2002 2001
----------- ---------- ----------- -----------
Net sales $ 96,149 $ 67,478 $ 274,686 $ 228,903
Cost of sales 65,944 53,866 190,799 167,719
--------- --------- --------- ---------
Gross profit 30,205 13,612 83,887 61,184
Operating expenses:
Research and development 4,436 4,151 14,701 13,137
Selling, marketing, and administration 10,791 11,753 31,490 33,378
Goodwill amortization -- 114 -- 344
--------- --------- --------- ---------
Operating income (loss) 14,978 (2,406) 37,696 14,325
Interest income 777 1,291 2,266 4,855
Other income (expense) - net 1,411 6 2,201 (5)
--------- --------- --------- ---------
Income (loss) before taxes and minority interest 17,166 (1,109) 42,163 19,175
Income taxes (3,764) 291 (9,237) (4,549)
Minority interest in income of consolidated
subsidiary (59) (59) (178) (178)
--------- --------- --------- ---------
Net income (loss) $ 13,343 $ (877) $ 32,748 $ 14,448
========= ========= ========= =========
Net income (loss) per share (basic and diluted) $ 0.45 $ (0.03) $ 1.10 $ 0.48
========= ========= ========= =========
Shares used to compute earnings per share 29,879 29,879 29,879 29,879
========= ========= ========= =========
See accompanying Notes to Consolidated Financial Statements.
3
SILICONIX INCORPORATED
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands) September 28, December 31,
2002 2001
------------ -----------
Assets
Current assets:
Cash and cash equivalents $ 199,200 $ 167,236
Accounts receivable, less allowances 35,608 33,644
Accounts receivable from affiliates 11,505 12,457
Inventories 68,678 61,302
Other current assets 24,178 17,801
Deferred income taxes 5,058 5,058
--------- ---------
Total current assets 344,227 297,498
--------- ---------
Property, plant, and equipment, at cost:
Land 1,715 1,715
Buildings and improvements 55,405 53,946
Machinery and equipment 360,771 352,196
--------- ---------
417,891 407,857
Less accumulated depreciation 265,729 237,378
--------- ---------
Net property, plant, and equipment 152,162 170,479
Goodwill 7,445 7,445
Other assets 240 376
--------- ---------
Total assets $ 504,074 $ 475,798
========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 24,289 $ 17,800
Accounts payable to affiliates 8,278 36,692
Accrued payroll and related compensation 9,844 6,409
Other accrued liabilities 32,481 18,274
--------- ---------
Total current liabilities 74,892 79,175
--------- ---------
Long-term debt, less current portion 2,187 2,001
Deferred income taxes 15,010 15,010
Other non-current liabilities 36,976 36,976
Minority interest 3,324 3,666
--------- ---------
Total liabilities 132,389 136,828
--------- ---------
Commitments and contingencies
Stockholders' equity:
Common stock 299 299
Additional paid-in-capital 59,370 59,370
Retained earnings 312,850 280,102
Accumulated other comprehensive loss (834) (801)
--------- ---------
Total stockholders' equity 371,685 338,970
--------- ---------
Total liabilities and stockholders' equity $ 504,074 $ 475,798
========= =========
See accompanying Notes to Consolidated Financial Statements.
4
SILICONIX INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands) Nine Months Ended
September 28, September 29,
2002 2001
----------- ------------
Cash flows from operating activities:
Net income $ 32,748 $ 14,448
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 30,444 31,013
Deferred income taxes -- 1,880
Other non-cash expenses 188 103
Changes in assets and liabilities, net of
acquisitions:
Accounts receivable (1,964) 29,776
Accounts receivable from affiliates 952 15,022
Inventories (7,376) 1,255
Other assets (6,577) (1,629)
Accounts payable 6,489 (27,019)
Accounts payable to affiliates (28,414) 3,688
Accrued liabilities 17,300 (14,917)
--------- ---------
Net cash provided by operating activities 43,790 53,620
--------- ---------
Cash flows from investing activities:
Purchase of property, plant, and equipment (11,849) (27,131)
Proceeds from sale of property, plant,
and equipment 56 5
--------- ---------
Net cash used in investing activities (11,793) (27,126)
--------- ---------
Cash flows from financing activities:
Proceeds from restricted common stock -- 8
--------- ---------
Net cash provided by financing activities -- 8
--------- ---------
Effect of exchange rate changes on
cash and cash equivalents (33) 22
--------- ---------
Net increase in cash and cash equivalents 31,964 26,524
Cash and cash equivalents:
Beginning of period 167,236 134,265
--------- ---------
End of period $ 199,200 $ 160,789
========= =========
See accompanying Notes to Consolidated Financial Statements.
5
SILICONIX INCORPORATED
Notes to Consolidated Financial Statements
(Unaudited)
Note 1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.
In the opinion of the management of the Company, the consolidated
financial statements appearing herein contain all adjustments (consisting only
of normal recurring adjustments) necessary for a fair presentation of the
results for, and as of the end of, the periods indicated. These statements
should be read in conjunction with the Company's December 31, 2001 consolidated
financial statements and notes thereto. The results of operations for the first
nine months of 2002 are not necessarily indicative of the results to be expected
for the full year.
Note 2. Inventories
The components of inventory are as follows:
September 28, December 31,
(In thousands) 2002 2001
------------- --------------
Finished goods $ 19,928 $ 20,985
Work-in-process 39,101 32,963
Raw materials 9,649 7,354
------------ ------------
$ 68,678 $ 61,302
============ ============
Note 3. Contingencies
As of September 28, 2002, the Company remained a party to two
environmental proceedings. The first involves 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 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
was based on the discovery of contamination of both the soil and the groundwater
on the property by certain chemical solvents. The Order called 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 substantially complied with the
RWQCB's orders.
In management's opinion, based on discussions with legal counsel and other
considerations, the ultimate resolution of the above-mentioned matters is not
expected to have a material adverse effect on the Company's consolidated
financial condition or results of operations.
6
In February and March 2001, several purported class action complaints were
filed in the Court of Chancery in and for New Castle County, Delaware and the
Superior Court of the State of California against Vishay Intertechnology, Inc.
("Vishay"), the Company, and the Company's directors in connection with Vishay's
announced proposal to purchase all issued and outstanding shares of the Company
not already owned by Vishay. The class actions, filed on behalf of all
non-Vishay Siliconix shareholders, allege, among other things, that Vishay's
proposed offer was unfair and a breach of fiduciary duty. One of the Delaware
class actions also contains derivative claims against Vishay on behalf of the
Company alleging self-dealing and waste because Vishay purportedly usurped the
Company's inventory and patents, appropriated the Company's separate corporate
identity, and obtained a below-market loan from the Company.
In May 2001, the Delaware Court of Chancery consolidated the several class
action complaints described above. On or about May 31, 2001, lead plaintiff
Fitzgerald served an amended complaint, an application for a preliminary
injunction against proceeding with or taking steps to give effect to Vishay's
proposed tender offer or the contemplated short-form merger, and a motion to
expedite proceedings and additional discovery requests. In addition to his prior
allegations, plaintiff claimed, among other things, that in connection with the
proposed offer and short-form merger, defendants allegedly violated (i) their
duty to deal fairly from a timing and process perspective with the minority
shareholders of Siliconix, (ii) their duties of loyalty and candor, and (iii)
Vishay's obligations to pay a fair price to the Siliconix minority shareholders.
Following expedited discovery and briefing, on June 19, 2001, the Delaware Court
of Chancery issued its order denying Fitzgerald's motion for a preliminary
injunction. The Court found that Fitzgerald had not succeeded in demonstrating
that he had a reasonable probability of success on the merits of his claims. The
Company and Vishay filed motions to dismiss the verified amended complaint on
June 6, 2001. Vishay filed a motion for summary judgment on June 25, 2001. The
motions to dismiss and for summary judgment are pending.
On July 3, 2001, the California Superior Court entered an order staying
the California state-court actions that had been filed against the Company and
Vishay in connection with Vishay's earlier proposal.
On April 25, 2001, the Company initiated a lawsuit against General
Semiconductor, Inc. In its complaint, the Company asserted that General
Semiconductor was infringing United States Letters Patent Nos. 5,072,266 and
5,298,442 relating to certain power MOSFET products. General Semiconductor
denied the material allegations in the Company's complaint and asserted various
affirmative defenses. General Semiconductor also asserted counterclaims for
patent misuse and unfair competition, seeking a declaratory judgment of
non-infringement, invalidity and/or unenforceability, and seeking injunctive
relief, damages, attorneys' fees and costs. The Company did not respond to those
counterclaims. On November 2, 2001, General Semiconductor was acquired by
Vishay, which owns 80.4% of the Company. The lawsuit was settled in the third
quarter of 2002.
On November 2, 1999, the Company initiated a lawsuit against Fairchild
Semiconductor Corporation. In its complaint, the Company asserted claims that
Fairchild is infringing United States Letters Patent Nos. 5,072,266 and
5,298,442 relating to certain power MOSFET products. Fairchild denied the
material allegations in the Company's complaint and asserted various affirmative
defenses. On July 24, 2002, the Company and Fairchild Semiconductor
International, Inc. (NYSE: FCS), announced a settlement on mutually agreeable
terms. The settlement was reached due to the parties' desire to establish a
long-term cooperative business relationship and to avoid future litigation. As
part of the settlement, the Company granted Fairchild a license to the two
patents. The specific terms of the license and other details of the settlement
are confidential.
The Company is engaged in discussions with various parties regarding
patent licensing and cross patent licensing issues. In the opinion of
management, the outcome of these discussions will not have a material adverse
effect on the Company's consolidated financial condition or overall trends in
the results of operations.
7
Note 4. Comprehensive Income
The following are the components of comprehensive income:
(In thousands) Three Months Nine Months
Ended Ended
Sept 28, Sept 29, Sept 28, Sept 29,
2002 2001 2002 2001
-------- -------- -------- --------
Net income (loss) $ 13,343 $ (877) $ 32,748 $ 14,448
Other comprehensive (loss):
Foreign currency translation adjustment (6) (1) (33) (22)
-------- -------- -------- --------
Total other comprehensive (loss) (6) (1) (33) (22)
Comprehensive income (loss) $ 13,337 $ (878) $ 32,715 $ 14,426
======== ======== ======== ========
Note 5. Segment Reporting
The Company is engaged primarily in the design, marketing, and
manufacturing of power and analog semiconductor products. The Company is
organized into three operating segments, which due to their inter-dependencies,
similar long-term economic characteristics, and shared production processes and
distribution channels have been aggregated into one reportable segment.
Note 6. Earnings Per Share
Basic earnings per common share is computed by using weighted average
common shares outstanding during the period. Diluted earnings per common share
incorporates the incremental shares issuable upon the assumed exercise of stock
options when diluted. Due to the Company's simple capital structure, basic and
diluted earnings per share are the same.
Note 7. Change in Accounting
Effective January 1, 2002, amortization of goodwill is no longer permitted
in accordance with Statement of Financial Accounting Standards No. 142 "Goodwill
and Other Intangible Assets". The non-amortization of goodwill in the third
quarter and the first nine months of 2001 would have resulted in an increase in
operating income of $114,000 and $344,000, respectively.
8
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
Results of Operations
Net sales for the third quarter of 2002 were $96.1 million compared to
$67.5 million for the third quarter of 2001. Net sales for the first nine months
of 2002 were $274.7 million compared to $228.9 million for the first nine months
of 2001. The improvement in market conditions, which began in the fourth quarter
of 2001 and continued into the second quarter of 2002, slowed in the third
quarter of 2002. Despite this market slowdown, the Company was able to increase
revenues and profitability on a sequential basis. The industry has not seen a
strong recovery in the cellular telephone market; however, the market is
currently undergoing a shift from single-function cellular phones to
feature-rich phones with multiple functions (i.e. digital camera, internet,
email, etc.). This trend works to the Company's advantage, as more of the
Company's components are required for these more complex telephones. At the same
time, the Company's customers have been able to increase their market shares. As
a result, the Company has seen a growth in the revenues from this segment. The
laptop computer market, however, is not as strong as it was earlier in the year
when inventory replacement became necessary. As corporate IT spending continues
to be controlled, the resulting product build has not yet moved through the
supply chain. While the Company expects that corporate spending in this market
will resume, the Company is unable to predict when, but will be prepared for the
increased demand when it comes. Customers are placing an increasing portion of
their orders for short-term delivery and have become increasingly demanding with
regard to inventory control because of lack of visibility from end markets.
Therefore, the Company has very little visibility beyond the end of the year.
Gross profit as a percentage of net sales in the third quarter of 2002 was
31% compared to 20% for the third quarter of 2001. Gross profit as a percentage
of net sales in the first nine months of 2002 was 31% compared to 27% for the
first nine months of 2001. The improvement in the Company's gross profit as a
percentage of net sales resulted from higher capacity utilization, cost
reduction programs, and improvements in efficiency and productivity. Pricing
pressures continued in the third quarter, but were largely offset by the
Company's continuing manufacturing cost reduction programs.
Research and development expenses were $4.4 million for the third quarter
of 2002 compared to $4.2 million for the third quarter of 2001, a 7% increase.
Research and development expenses were $14.7 million for the first nine months
of 2002 compared to $13.1 million for the first nine months of 2001, a 12%
increase. During the third quarter of 2002, some of the research and development
activity was related to the completion of new products and as a result, those
costs were charged as manufacturing expenses. The Company continues its
commitment to the development of new products and technologies. During the first
nine months of 2002, the Company introduced 88 new products and secured 624 new
designs. Additional new technology platforms have also been developed which will
allow the Company's products to provide significant performance improvements
over competitive solutions. Newer technologies are also being used to help
reduce the Company's manufacturing costs. In the quarter, the Company also
received payments in settlement of patent lawsuits against competitors. The
Company will continue to protect its intellectual property and is fully prepared
to challenge any infringement of its patents in the future.
Selling, marketing, and administration expenses were $10.8 million for the
third quarter of 2002 compared to $11.8 million for the third quarter of 2001.
Selling, marketing, and administration expenses were $31.5 million for the first
nine months of 2002 compared to $33.4 million for the first nine months of 2001.
The Company's selling, marketing, and administration expenses as a percentage of
net sales were 11% and 17% for the third quarter of 2002 and 2001 respectively.
The Company's selling, marketing, and administration expenses as a percentage of
net sales were 11% and 15% for the first nine months of 2002 and 2001,
respectively. The reduction in these expenses was the result of the Company's
continuing efforts to control costs.
Interest income for the third quarter of 2002 was $0.8 million compared to
$1.3 million for the third quarter of 2001. Interest income for the first nine
months of 2002 was $2.3 million compared to $4.9 million for the first nine
months of 2001. The decrease in interest income in 2002 was due to lower
interest rates as compared to 2001. All excess cash not immediately needed to
fund the Company's operations is invested in money market funds.
Other income was $1.4 million for the third quarter of 2002 compared to
$6,000 for the third quarter of 2001. In the third quarter of 2002, the Company
received $1.4 million from the Chinese government as an incentive for being a
foreign partner in China.
9
Income tax expense for the first nine months of 2002 was $9.2 million
compared to $4.5 million for the first nine months of 2001. The increase in
income tax expense in 2002 was due to the increase in earnings before tax.
Liquidity and Capital Resources
At September 28, 2002, the Company had $199.2 million in cash and cash
equivalents, compared to $167.2 million in cash and cash equivalents at December
31, 2001. The increase of $32.0 million was due to a decrease in capital
expenditures in 2002 and an increase in profit in the first nine months of 2002
as compared to the first nine months of 2001. The cash balance of $199.2 million
as of September 28, 2002 is mostly invested in money markets overseas. The
Company's cash and profits are expected to be reinvested indefinitely. Any
repatriation of earnings and cash back to the United States would be deemed to
be a dividend and would be subject to U.S. income taxes, state income taxes, and
any withholding taxes payable.
Net cash provided by operating activities was $43.8 million in the first
nine months of 2002 compared to $53.6 million in the same period of 2001. The
decrease in net cash provided by operating activities for the first nine months
of 2002 was primarily due to an increase in inventories and payment of affiliate
balances. Net affiliate payables as of September 28, 2002 decreased by $27.4
million from December 31, 2001, mainly due to the timing of cash payments made
to unconsolidated affiliates. Accounts payable as of September 28, 2002
increased by $6.5 million from December 31, 2001, mainly due to an increase in
business volume. Accrued liabilities and contingencies as of September 28, 2002
increased by $17.3 million from December 31, 2001, mainly due to the increase in
accrued income taxes and management incentive programs.
Inventories as of September 28, 2002 increased by $7.4 million from
December 31, 2001. Raw materials as of September 28, 2002 increased by $2.3
million from December 31, 2001 as the Company increased its purchases of
silicon, piece parts and foundry wafers as a result of an increase in demand.
Work-in-process as of September 28, 2002 increased by $6.1 million from December
31, 2001 as a result of an increase in production levels. Finished goods
inventory as of September 28, 2002 decreased by $1.0 million from December 31,
2001, mainly due to higher sales.
Net cash used by investing activities was $11.8 million in the first nine
months of 2002 compared to $27.1 million in the same period of 2001. The Company
spent $11.8 million on capital expenditures in the first nine months of 2002,
primarily related to machinery and equipment.
For the next twelve months, management expects that cash flows from
operations will be sufficient to meet the Company's normal operating
requirements and to fund its research and development and capital expenditure
plans.
SAFE HARBOR STATEMENT
Statements contained herein that relate to the Company's future
performance, including statements with respect to anticipated improvements in
the Company's business and business climate, future product innovation and
implementation of cost savings strategies, are forward-looking statements within
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Such statements are based on current expectations only, and are subject to
certain risks, uncertainties and assumptions. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated or
projected. Among the factors that could cause actual results to materially
differ include: general business and economic conditions, particularly in the
markets that the Company serves, cancellation of orders in the Company's
backlog, difficulties in new product development, and other factors affecting
the Company's operations, markets, products, services and prices that are set
forth in its December 31, 2001 Report on Form 10-K filed with the Securities and
Exchange Commission. You are urged to refer to the Company's Form 10-K for a
detailed discussion of these factors. The Company undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
10
Item 4. Disclosure Controls and Procedures
An evaluation was performed as of a date within 90 days prior to the
filing date of this quarterly report, under the supervision of and with the
participation of the Company's management including the CEO and Principal
Accounting Officer (PAO), of the effectiveness of the design and operation of
the Company's disclosure controls and procedures. Based on that evaluation, the
Company's management, including the CEO and PAO, have concluded that the
Company's disclosure controls and procedures are effective in ensuring that all
material information required to be filed in this quarterly report has been made
known to them in a timely fashion. There have been no significant changes in the
Company's internal controls or in other factors that could significantly affect
internal controls subsequent to the date management completed their evaluation.
11
PART II - OTHER INFORMATION
Item 1.
Legal Proceedings
On April 25, 2001, the Company initiated a lawsuit against General
Semiconductor, Inc. In its complaint, the Company asserted that General
Semiconductor was infringing United States Letters Patent Nos. 5,072,266 and
5,298,442 relating to certain power MOSFET products. General Semiconductor
denied the material allegations in the Company's complaint and asserted various
affirmative defenses. General Semiconductor also asserted counterclaims for
patent misuse and unfair competition, seeking a declaratory judgment of
non-infringement, invalidity and/or unenforceability, and seeking injunctive
relief, damages, attorneys' fees and costs. The Company did not respond to those
counterclaims. On November 2, 2001, General Semiconductor was acquired by
Vishay, which owns 80.4% of the Company. The lawsuit was settled in the third
quarter of 2002.
On November 2, 1999, the Company initiated a lawsuit against Fairchild
Semiconductor Corporation. In its complaint, the Company asserted claims that
Fairchild is infringing United States Letters Patent Nos. 5,072,266 and
5,298,442 relating to certain power MOSFET products. Fairchild denied the
material allegations in the Company's complaint and asserted various affirmative
defenses. On July 24, 2002, the Company and Fairchild Semiconductor
International, Inc. (NYSE: FCS), announced a settlement on mutually agreeable
terms. The settlement was reached due to the parties' desire to establish a
long-term cooperative business relationship and to avoid future litigation. As
part of the settlement, the Company granted Fairchild a license to the two
patents. The specific terms of the license and other details of the settlement
are confidential.
12
Item 6. Exhibits
(a) Exhibit 99.1 - Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 -
President and Chief Executive Officer
(b) Exhibit 99.2 - Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 -
Principal Accounting Officer
13
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.
SILICONIX INCORPORATED
Date: November 12, 2002 By: /s/ King Owyang
-----------------------------
King Owyang
President and Chief Executive
Officer
By: /s/ William M. Clancy
-----------------------------
William M. Clancy
Principal Accounting Officer
14
CERTIFICATIONS
I, King Owyang, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Siliconix incorporated
(the "Company");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Company as of, and for, the periods presented in this quarterly report;
4. The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have:
(a) designed such disclosure controls and procedures to ensure that material
information relating to the Company, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
(b) evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date (the "Evaluation Date") within 90 days prior to
the filing date of this quarterly report; and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Company's other certifying officers and I have disclosed, based on our
most recent evaluation, to the Company's auditors and the audit committee of
the Company's board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record,
process, summarize and report financial data and have identified for the
Company's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal controls;
and
6. The Company's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the Evaluation Date, including any corrective actions
with regard to significant deficiencies and material weaknesses.
Date: November 12, 2002 By: /s/ King Owyang
----------------------------
King Owyang
President and Chief Executive
Officer
15
I, William M. Clancy, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Siliconix incorporated
(the "Company");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Company as of, and for, the periods presented in this quarterly report;
4. The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have:
(a) designed such disclosure controls and procedures to ensure that material
information relating to the Company, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
(b) evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date (the "Evaluation Date") within 90 days prior to
the filing date of this quarterly report; and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Company's other certifying officers and I have disclosed, based on our
most recent evaluation, to the Company's auditors and the audit committee of
the Company's board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record,
process, summarize and report financial data and have identified for the
Company's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal controls;
and
7. 6. The Company's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the Evaluation Date, including any corrective actions
with regard to significant deficiencies and material weaknesses.
Date: November 12, 2002 By: /s/ William M. Clancy
----------------------------
William M. Clancy
Principal Accounting Officer
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