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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 1996
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number: 0-19032
ATMEL CORPORATION
(Exact name of registrant as specified in its charter)
California 77-0051991
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2325 Orchard Parkway, San Jose, California 95131
(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 441-0311
---------------------------------
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
---------------------------------
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. YES X NO
--- ---
The aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the closing sale price of the Common Stock on March 7,
1997 as reported on the Nasdaq National Market, was approximately
$2,270,674,000. Shares of Common Stock held by each officer and director have
been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.
As of March 7, 1997, Registrant had outstanding 100,695,000 shares of Common
Stock.
DOCUMENTS INCORPORATED BY REFERENCE
The Registrant's Annual Report to Shareholders for the fiscal year ended
December 31, 1996 is incorporated by reference in Parts II and IV of this Form
10-K to the extent stated herein. The Registrant's definitive Proxy Statement
for the Annual Meeting of Shareholders to be held on April 30, 1997 is
incorporated by reference in Part III of this Form 10-K to the extent stated
herein.
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ITEM 1. BUSINESS
General
Atmel Corporation (Atmel or the Company) designs, develops,
manufactures and markets a broad range of high performance non-volatile memory
and logic integrated circuits using its proprietary complementary metal-oxide
semiconductor (CMOS) technologies. Atmel's strategy is to offer products that
provide the enabling technology and features that allow the Company's customers
to develop and bring to market new, high value-added systems and products. The
Company's non-volatile memory products consist primarily of erasable
programmable read-only memories (EPROMs), electrically erasable programmable
read-only memories (EEPROMs) and Flash memories; and its logic products consist
of programmable logic devices (EPLDs and FPGAs), application-specific integrated
circuits (ASICs) and Flash-based microcontrollers. The Company's products are
differentiated by speed, density, power usage and specialty packaging. These
products are used in a range of applications in the computing,
telecommunications, industrial control and instrumentation, consumer
electronics, automotive and avionics markets.
Products
The Company's products consist primarily of EPROMs, parallel-interface
and serial-interface EEPROMs, Flash memories, EPLDs, Flash-based
microcontrollers and ASICs. Substantially all of the Company's products are
based on its proprietary CMOS process technology. Within each product family,
the Company offers its customers products with a range of speed, density, power
usage, specialty packaging and other features.
EPROMs. The Company shipped its first EPROM in early 1986. The
worldwide EPROM market is intensely competitive and characterized by commodity
pricing. The Company's strategy is to target the high performance end of this
market by offering faster speed, higher density and lower power usage devices,
often in specialty packages not commonly available from other manufacturers. The
Company currently offers EPROMs with access speeds of 150 nanoseconds to 45
nanoseconds and densities of 256 kilobits to 8 megabits. These products are
generally used to contain the operating programs of embedded microcontroller or
DSP-based systems, such as hard disk drives, CD-ROM drives and modems.
Parallel-Interface EEPROMs. The Company is the leading supplier of high
performance parallel-interface EEPROMs. The Company introduced its first
parallel-interface EEPROM product, a 64K-bit EEPROM, in February 1986. The
Company believes that its parallel-interface EEPROM products, all of which are
full featured, represent the most complete parallel-interface EEPROM product
family in the industry. The Company has maintained this leadership role through
early introduction of high speed and low power consumption CMOS devices. The
Company was the industry's first supplier of a sub-100 nanoseconds 256K
parallel-interface EEPROM and the first volume producer of a 1-megabit and
4-megabit devices. The Company is the sole-source supplier for several customers
for certain parallel-interface EEPROM devices. In the design of its product
family, the Company has emphasized device reliability, achieved partly through
the incorporation of on-chip error detection and correction features. The
Company currently offers parallel-interface EEPROMs with access speeds of 300
nanoseconds to 55 nanoseconds and densities of 16 kilobits to 4 megabits. These
products are generally used to contain frequently updated data in cellular
telephones, communications infrastructure equipment and avionics navigation
systems.
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Serial-Interface EEPROMs. Atmel used its parallel-interface EEPROM
technology leadership and 6-inch sub-micron fabrication capability by entering
the serial-interface EEPROM market in 1991. This move allowed the Company to
substantially broaden its EEPROM product offerings to include most package and
temperature configurations required by customers in certain segments of the
serial-interface EEPROM market (i.e., the 2-wire, 3-wire and 4-wire market
segments). The serial-interface EEPROM product line incorporates many of the
reliability, speed and other features of the Company's parallel-interface EEPROM
products. The Company currently offers serial-interface EEPROMs with access
speeds of 20 to 4 milliseconds and densities of 1 kilobit to 256 kilobits. These
products are generally used to contain user-preference data in cellular and
cordless telephones, home appliances and computer peripherals.
Flash Memories. Flash memories represent the latest technology in
non-volatile devices that can be reprogrammed in-system. Flash memories offer a
middle ground in price and features between EPROMs, which can be reprogrammed
only a few times and only if removed from a system, and relatively more
expensive parallel-interface EEPROMs, in which any individual byte of data can
be reprogrammed on the device in-system tens to hundreds of thousands of times.
The Company believes that many of its competitors in the Flash memory market
offer devices based on EPROM technology. The Company's use of EEPROM technology
as the basis for its Flash memories affords the Company's Flash memory products
a number of technical advantages that the Company believes currently are not
offered by its competitors' products. The Company's EEPROM-based Flash memories
can be written using a much lower power, use a simple self-timed write sequence
and avoid the additional system complexity and time required to reprogram Flash
memories that are designed based on EPROM technology. These features offer
system designers considerable improvements in convenience, system cost and
reliability over other Flash memories. Introduced in late 1989, Atmel's Flash
memories, based on its EEPROM technology, were the industry's first Flash memory
that can be reprogrammed using only a single 5 volt power source, a single 3
volt power source or a single 2.7 volt power source as opposed to the heavier,
larger and more expensive 12 volt power source typically utilized by many
EPROM-based Flash memories. These lower power requirements are particularly
important in portable telecommunications and consumer electronic products and
other systems where small size and weight and longer battery life are critical
customer requirements. In early 1997, the Company expanded its Flash product
offerings by introducing a range of products based on its EPROM technology.
These new products are being introduced into the market place. The Company
currently offers Flash memories with densities of 256 kilobits to 8 megabits.
The flexibility and ease of use of the Company's Flash memories make
them an attractive alternative to EPROMs in systems where program information
stored in memory must be rewritten after the system leaves its manufacturing
environment. In addition, many customers use Flash memories within the system
manufacturing cycle, affording the customer in-system diagnostic and test
programming prior to reprogramming for final shipment configuration. The
reprogrammability of Flash memories also serves to support later system
upgrades, field diagnostic routines and in-system reconfiguration, as well as
capturing voice and data messages for later review.
The Company's memory products are used to provide non-volatile program
and data storage in digital systems for a variety of applications and markets,
including computing, telecommunications, data communications, consumer
electronics, automotive, industrial/instrumentation and military/avionics.
EPLDs. Atmel shipped its first erasable programmable logic device
(EPLD) product in November 1987. Atmel has developed a line of EPLDs, ranging
from 500 to 5,000 gates, that are
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reprogrammable and that incorporate non-volatile elements from its CMOS EEPROM
technology. These devices are often used as prototyping and pre-production
devices, and allow for later conversion to gate array products for volume
production. Atmel offers customers the ability to migrate from EPLDs (either its
own or competitors') to Atmel gate arrays with minimal conversion effort. The
Company offers CMOS EPLDs with high performance and low power consumption.
Atmel's EPLDs have device speeds as fast as 5 nanoseconds and can support high
speed microprocessor-based applications.
Atmel has adopted the use of industry standard computer-aided
engineering (CAE) design tools for customer programming of its EPLDs. The
Company's EPLD product architecture facilitates support from a variety of design
tool vendors, affording the customer greater flexibility and lower cost than
competing architectures, which typically incorporate proprietary programming
requirements. The Company has cultivated close working relationships with
leading independent CAE tool vendors to supply low cost, industry-standard
design and programming equipment for the Company's customers. Currently, the
Company's EPLDs are supported with software tools from vendors including
Viewlogic, Data I/O Corporation, IS Data, Logical Devices and MINC. Atmel's EPLD
products are used in a broad range of markets and applications including
telecommunications, computers, industrial and military/avionics.
FPGAs. In March 1993, Atmel acquired the technology and certain
technical personnel of Concurrent Logic, Inc., a designer of field programmable
gate arrays (FPGAs), to expand the breadth of the Company's user-configurable
logic device product offerings. The Company believes that its FPGA designs are
well suited for data and computation intensive applications and will also afford
its customers a migration path among logic solutions as their volume and cost
requirements change. Atmel's AT6000 FPGAs were first shipped by the Company in
the first quarter of 1994 and are being used in graphics, image processing,
networking and telecommunications applications, often as a co-processor to a
digital signal processor (DSP) to speed-up certain software routines by
implementing them in hardware. The devices range in density from 2,000 to 20,000
usable gates.
ASICs. The Company manufactures and markets semicustom gate arrays and
cell-based integrated circuits (CBICs), as well as full custom
application-specific integrated circuits (ASICs), to meet customer requirements
for high performance logic devices in a broad variety of customer-specific
applications. These logic devices are designed to achieve highly integrated
solutions for particular applications by combining a variety of logic functions
on a single chip rather than using a multi-chip solution. In mid-1990, the
Company introduced its CMOS gate array product family to satisfy high gate count
and high performance requirements, primarily in computer, avionics and military
applications. The Company's gate array family consists of devices ranging from
2,000 gates to more than 1,120,000 gates. Each of these gate arrays utilizes
logic elements from the Company's 1.0 and 0.5-micron cell libraries and
minimizes gate delays to as little as 256 picoseconds. In 1995, through the
acquisition of European Silicon Structures (now, Atmel ES2), the Company entered
the CBIC business, with a range of products that may include standard digital
and analog functions, as well as non-volatile memory elements and large
pre-designed macro functions all mixed on a single chip. The Company's ASIC
products are targeted primarily at customers whose high-end applications require
high-speed, high-density or low or mixed-voltage devices. However, Atmel offers
special versions of its devices to serve as upgrade and consolidation paths for
users of one or more of the Company's EPLDs or competing vendors' complex PLDs
or FPGAs.
To develop gate arrays and CBICs, system designers require
sophisticated development aids. These CAE tools include logic synthesizers,
logic circuit simulators, timing analysis and verification
4
tools, test pattern generators and testability graders, automated circuit
placement and interconnection programs and mask tooling generators. As with its
EPLDs and FPGAs, the Company has chosen to rely on industry-standard CAE design
tools to provide its customers access to reliable, state-of-the-art development
tools. Currently, the Company's ASICs are supported with software tools from
vendors including Cadence Design Systems, Viewlogic, Mentor Graphics, Synopsys,
High Level Design Systems and Very Test.
The Company is working closely with certain customers to develop and
manufacture custom ASIC products for the Company to sell on a sole-source basis.
The Company also has agreements to produce custom products including
radio-frequency powered identification chips targeted at smart card devices.
Microcontrollers. Atmel offers 3 families of microcontrollers. The
first integrates the industry standard 8-bit Intel 80C31 controller with the
Company's EEPROMs and Flash memories. The Company licensed this controller
technology from Intel on a non-exclusive basis. The second is a similar
integration utilizing a proprietary 8-bit reduced-instruction-set computer
(RISC) architecture that is significantly higher performance and lower cost than
the standard Intel 80C31 architecture. The third is a licensed 16/32-bit RISC,
the ARMTM, from Advanced RISC Machines, offered first as a macro function in the
Company's CBIC library. The Company is targeting these 8-bit microcontrollers
for use in embedded control applications in consumer electronics, automotive,
computer, telecommunications and industrial markets. The incorporation of the
Company's non-volatile memory technology in this microcontroller line offers
customers increased configuration flexibility and field programmability.
Technology
Since its formation, Atmel has focused its efforts on developing
advanced CMOS processes that can be used to manufacture reliable non-volatile
elements for memory and logic integrated circuits. The Company believes that it
is a leader in single and multiple-layer metal, non-volatile CMOS processing,
which enables it to produce its high-density, high-speed and low-power memory
and logic products.
Increasing the number of layers of a CMOS device raises a number of
technological issues. First, each additional layer requires an additional
photomask, adding complexity to the manufacturing process. Also, because
non-volatile circuit elements typically generate higher internal voltages, the
layers of isolation material are required to be thicker and more effective than
other devices. Adding more and thicker layers increases surface irregularities
in the device, further complicating the manufacturing process. These surface
irregularities can cause brittle metal layers to break, which result in device
failure. The Company believes that by virtue of its expertise in manufacturing
CMOS and non-volatile integrated circuits, it is able to produce multiple-layer
metal devices that are as fast as or faster than comparable single-layer devices
manufactured by its competitors.
The Company's current integrated circuits incorporate effective feature
sizes as small as 0.5 microns and, on its memory products, oxide tunnels within
the silicon semiconductor layers of less than 80 angstroms. To enable it to
continue to serve the high performance requirements of its customers, the
Company is developing CMOS and BiCMOS processes which support effective feature
sizes as small as 0.35 microns.
5
Manufacturing
The Company processes wafers for its integrated circuits primarily at
its manufacturing facility located in Colorado Springs, Colorado. This facility,
which consists of a Class 10 wafer fabrication line and a Class 1 wafer
fabrication line and additional buildings for engineering and test operations,
enables the Company to process in volume 6-inch wafers, with effective feature
sizes as small as 0.35 microns. The Company also has two semiconductor
fabrication facilities located in Rousset, France - an original plant and a
newly constructed facility. The original 6-inch fabrication area was converted
from a prototype plant to a production facility, which allowed the Company to
increase manufacturing output fourfold. In addition, the construction of a new
388,000 square-foot manufacturing plant was completed during the year. This
facility will produce 8-inch silicon wafers using a new 0.35-micron process.
Because the Company relies on its Colorado Springs and Rousset facilities for
wafer fabrication, its business and operating results would be adversely
affected if wafer fabrication at these facilities were interrupted for any
reason, including factors beyond the Company's control. The Company plans to
make substantial capital expenditures during 1997 to increase its wafer
fabrication capacity at its existing facilities and also for installation of
equipment at its new facility in Rousset.
The fabrication of semiconductor products such as those sold by the
Company is highly complex and sensitive to dust and other contaminants, thus
requiring production in a highly controlled and clean environment. Minute
impurities, difficulties in the fabrication process or defects in the masks used
to print circuits on the wafers or other factors can cause a substantial
percentage of the wafers to be rejected or numerous die on each wafer to be
nonfunctional. The Company has, from time to time, experienced delays in product
shipments due to yield problems and may experience problems in achieving
acceptable yields in the manufacture of wafers, particularly in connection with
the planned expansion of its capacity. To optimize wafer yield and minimize
quality problems, the Company tests its products at various stages in the
fabrication process, performs high-temperature burn-in qualification and
continuous reliability monitoring on all products, and conducts numerous quality
control inspections throughout the entire production flow using analytical
manufacturing controls. While the Company's personnel have substantial
experience in the fabrication process, the Company may experience production
delays or difficulties in achieving or maintaining acceptable yields of
functional devices. Any such prolonged delays or difficulties would adversely
affect the Company's operating results.
Average selling prices typically decrease over the life of a product as
volumes increase and competitors enter the market. The Company relies primarily
on obtaining cost reductions in the manufacture of products, increased unit
demand to absorb fixed costs and introducing new, higher-priced products which
incorporate advanced features in order to offset such selling price declines. To
the extent that such cost reductions, increased unit demand and new product
introductions do not occur in a timely manner, operating results will be
adversely affected.
In general, the raw materials and equipment used in the production of
the Company's integrated circuits are available from several suppliers and the
Company is not dependent upon any single source of supply. Although shortages
have occurred and lead times have been extended in the industry on occasion, the
Company has not experienced any material difficulties in obtaining raw materials
or equipment to date.
Federal, state and local regulations impose various environmental
controls on the discharge or disposal of toxic, volatile or otherwise hazardous
chemicals and gases used in the manufacturing process. While the Company
believes it has all environmental permits necessary to conduct its
6
business and that its activities conform to present environmental regulations,
increasing public attention has been focused on the environmental impact of
semiconductor operations. While the Company has not experienced any material
adverse effect on its operations from governmental regulations, there can be no
assurance that changes in such regulations will not impose the need for
additional capital equipment or other requirements. Any failure by the Company
to control the use of, or to restrict adequately the discharge of, hazardous
substances under present or future regulations could subject it to substantial
liability or could cause its manufacturing operations to be suspended.
The Company manufactures wafers for its products in its Colorado
Springs and Rousset facilities. The wafers are then sorted and probed at the
Company's facilities. After wafer probing, the wafers are shipped to one or more
of the Company's independent assembly contractors, located in Hong Kong, The
Philippines, South Korea, Taiwan and Thailand where the wafers are separated
into die, packaged and, in some cases, tested. Once packaged, most of the
integrated circuits are shipped back to Atmel's facilities, where the Company
performs final testing before shipment to its customers. The Company's reliance
on independent contractors to assemble and package its products involves
significant risks, including reduced control over quality and delivery
schedules, the potential lack of adequate capacity and discontinuance or
phase-out of such contractors' assembly processes. There can be no assurance
that such contractors will continue to assemble, package and test products for
the Company. In addition, because the Company's assembly contractors are located
in foreign countries, the Company is subject to certain risks generally
associated with contracting with foreign suppliers, including currency exchange
fluctuations, political and economic instability, trade restrictions and changes
in tariff and freight rates.
The Company offers its customers numerous packaging options for its
standard products. The Company believes that by providing multiple packaging
options, it can target its products to niche markets, which are less susceptible
to competitive pricing pressures than commodity markets. An example of this is
the Company's surface mount packaging, which allows greater ease of assembly,
higher reliability and reduced overall system size.
Marketing and Sales
The Company markets its products worldwide to a diverse base of
original equipment manufacturers (OEMs) serving primarily commercial markets. In
the United States and Canada, the Company sells its products to large OEM
accounts primarily through manufacturers' representatives and through national
and regional distributors. The Company supports this sales network from the
Company's headquarters in San Jose, California and through regional offices in
Southern California, Colorado Illinois, Massachusetts, Minnesota, New Jersey,
North Carolina and Texas. Sales to domestic OEMs and to domestic distributors,
as a percentage of worldwide net revenues were 32 percent and 11 percent in
1996, 35 percent and 13 percent in 1995, and 39 percent and 13 percent in 1994,
respectively.
The Company recognizes revenues on products shipped to domestic
distributors only after the product has been shipped by the distributor to its
end customer. Consistent with industry practice, the Company provides its
distributors with stock balancing and price protection rights, which permit
distributors to return slow-moving products for credit and allow price
adjustments on product inventories if the Company lowers the price of those
products.
Sales to foreign customers are made primarily through international
distributors, who are managed from the Company's headquarters in San Jose and
from its foreign sales offices in: Kanata,
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Canada; Camberley, England; Frankfurt and Raubling, Germany; Helsinki, Finland;
Hong Kong; Paris, France; Agrate Brianza, Italy; Tokyo, Japan; Seoul, South
Korea; Singapore; and Taipei, Taiwan. Foreign product sales were approximately
57 percent, 52 percent and 48 percent of total revenues in 1996, 1995 and 1994,
respectively. Although foreign sales are subject to certain government export
restrictions, to date the Company has not experienced any material difficulties
because of these restrictions. Atmel expects that revenues derived from
international sales will continue to represent a significant portion of net
revenues. International sales are subject to a variety of risks, including those
arising from currency fluctuations, tariffs, trade barriers, taxes and export
license requirements. Because the majority of the Company's foreign sales are
denominated in United States dollars, the Company's products may become less
price competitive in countries with currencies declining in value against the
dollar.
The Company believes that its network of manufacturers' representatives
and distributors provides effective coverage of existing and potential OEM
customers while minimizing the costs associated with a large direct sales force.
The Company's agreements with its manufacturers' representatives and domestic
and international distributors are generally terminable by either party on short
notice, subject to local laws. The Company's marketing, sales and support
organization at December 31, 1996 consisted of 217 persons.
In 1996, 1995 and 1994, Motorola, Inc. accounted for 12.0 percent, 16.9
percent and 21.5 percent of the Company's net revenues, respectively.
The Company typically has agreements with its customers, including
Motorola, Inc., that allow the customers to cancel their orders on short notice
and without penalty, and therefore these agreements may not be a meaningful
indicator of future revenues.
Research and Development
The Company believes that significant investment in research and
development is critical to its continued success, growth and profitability, and
therefore intends to continue to devote substantial resources, including
management time, to achieve its objectives. These objectives include increasing
the performance of its existing product lines, developing new product lines
drawing on its expertise in CMOS non-volatile process and design technologies,
and developing new process and design technologies. The Company focuses its
efforts on improving the speed, density, power usage and reliability of its
existing product families. The Company continues to develop new products and
revise some of its current products with smaller effective feature sizes, the
fabrication of which will be substantially more complex than fabrication of the
Company's current products. No assurance can be given that the Company's product
and process development efforts will be successful or that its new products will
achieve market acceptance.
At December 31, 1996, approximately 203 employees were engaged in
research and development at the Company. During 1996, 1995 and 1994 the Company
spent $110.2 million, $69.8 million, and $43.0 million, respectively, on
research and development. Research and development expenses are charged to
operations as incurred. The Company expects that these expenditures will
continue to increase in the future.
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Competition
The semiconductor industry is intensely competitive and is
characterized by rapid technological change, rapid product obsolescence and
price erosion. The semiconductor industry has historically been characterized by
wide fluctuations in product supply and demand. From time to time, the industry
has also experienced significant downturns, often in connection with or in
anticipation of maturing product cycles and declines in general economic
conditions. These downturns have been characterized by diminished product
demand, production overcapacity and subsequent accelerated erosion of average
selling prices, and in some cases have lasted for more than a year. The
Company's business could be materially and adversely affected by an
industry-wide downturn.
The Company's competitors include many large domestic and foreign
companies which have substantially greater financial, technical, marketing and
management resources than the Company, as well as emerging companies attempting
to sell products to specialized markets, including those addressed by the
Company. The Company believes that no single competitor offers products that
compete across the Company's entire product line.
The Company competes principally on the basis of the technical
innovation and performance of its CMOS products, including their speed, density,
power usage, reliability and specialty packaging alternatives as well as on
price and product availability. The Company believes that it competes favorably
with respect to each of these factors. While the Company's strategy is to target
niche markets, which the Company believes are typically less susceptible to
competitive pricing pressure than commodity markets, the Company experiences
significant price competition, particularly in connection with the sale of
non-volatile memory products, and may experience increased price competition in
other niche markets in the future, which would adversely affect its operating
margins.
The ability of the Company to compete successfully depends on a number
of factors, including its success in designing and manufacturing new products
that implement new technologies, the rate at which customers incorporate the
Company's products into their systems, product introductions by the Company's
competitors, the number and nature of its competitors in a given market, and
general market and economic conditions. Many of these factors are outside of the
Company's control. The Company is continually in the process of designing and
commercializing new and improved products to maintain its competitive position.
The success of new product introductions depends upon several factors, including
timely completion and introduction of new product designs, achievement of
acceptable fabrication yields and market acceptance. The development of new
products by the Company and their design-in to customers' systems can take as
long as three years, depending upon the complexity of the device and the
application. Accordingly, new product development requires a long-term forecast
of market trends and customer needs, and the successful introduction of the
Company's products may be adversely affected by competing products or
technologies serving markets addressed by the Company's products. There can be
no assurance that the Company will be able to compete successfully in all areas
in the future.
Patents and Licenses
The Company currently maintains a portfolio of United States patents
and has patent applications on file with the U.S. Patent and Trademark Office.
In addition, the Company has adopted an internal patenting program and expects
to continue to file patent applications where appropriate to protect its
proprietary technologies. However, the Company believes that its continued
success depends primarily on factors such as the technological skills and
innovative abilities of its personnel
9
rather than on its patents. In addition, no assurance can be given that patents
issued to the Company will not be challenged, invalidated or circumvented, or
that the rights granted thereunder will provide competitive advantages to the
Company.
As is typical in the semiconductor industry, the Company has from time
to time received, and may in the future receive, communications from third
parties asserting patent or other intellectual property rights covering the
Company's products or processes. In the past, the Company has been involved in
such litigation, which adversely affected its operating results. There can be no
assurance that intellectual property claims will not be made against the Company
in the future, or that the Company will not be prohibited from using the
technologies subject to such claims by third parties or be required to obtain
licenses and make related royalty payments. In addition, the necessary
management attention to and legal costs associated with technology litigation
can have a significant adverse affect on operating results.
Employees
At December 31, 1996, the Company had 3,914 full-time equivalent
employees, including 217 in sales, marketing and customer support, 3,320 in
manufacturing, maintenance and support, 203 in research and product development
and 174 in finance and administration.
The Company's future success depends in large part on the continued
service of its key technical and management personnel and on its ability to
continue to attract and retain qualified employees, particularly those
highly-skilled design, process and test engineers involved in the manufacture of
existing products and the development of new products and processes. The
competition for such personnel is intense, and the loss of key employees, none
of whom is subject to an employment agreement for a specified term or
post-employment non-competition agreement, could have a material adverse effect
on the Company.
The Company has never had a work stoppage, no employees are represented
by a labor organization and the Company considers its employee relations to be
good.
Executive Officers of the Registrant
The executive officers of the Company, who are elected by and serve at
the discretion of the Board of Directors, and their ages are as follows:
Name Age Position
---- --- ---------
George Perlegos 47 Chairman, President and Chief Executive Officer
Gust Perlegos 49 Executive Vice President, General Manager
Tsung-Ching Wu 46 Executive Vice President, Technology
Kris Chellam 46 Vice President, Finance and Administration,
and Chief Financial Officer
B. Jeffrey Katz 53 Vice President, Marketing
Jack Peckham 55 Vice President, General Manager, ASIC Operations
Mikes N. Sisois 51 Vice President, Planning and Information Systems
George Perlegos has served as the Company's President and Chief
Executive Officer and a director from its inception in 1984. George Perlegos
holds degrees in electrical engineering from San Jose State University (B.S.)
and Stanford University (M.S.).
10
Gust Perlegos has served as Vice President, General Manager and a
director of the Company since January 1985, and as Executive Vice President
since January 1996. Gust Perlegos holds degrees in electrical engineering from
San Jose State University (B.S.), Stanford University (M.S.) and the University
of Santa Clara (Ph.D.). Gust Perlegos is a brother of George Perlegos.
Tsung-Ching Wu has served as a director of the Company since January
1985, and as Vice President, Technology since January 1986, and as Executive
Vice President since January 1996. Mr. Wu holds degrees in electrical
engineering from the National Taiwan University (B.S.), the State University of
New York at Stony Brook (M.S.) and the University of Pennsylvania (Ph.D.).
B. Jeffrey Katz has served the Company as Vice President, Marketing
since November 1988. From 1987 to 1988 Mr. Katz was Vice President of Marketing
and Sales at Mosaic Systems, Inc., a multi-chip module supplier. Mr. Katz was
employed by Intel from 1977 to 1987 where he held various marketing positions,
including Director of Marketing. Mr. Katz holds a B.S. in computer engineering
from Case Western University.
Kris Chellam has served the Company as its Vice President, Finance and
Administration and Chief Financial Officer since September 1991. From 1979 until
joining the Company, Mr. Chellam held various financial management positions
with Intel Corporation in Europe and the United States. He is a member of the
Institute of Chartered Accountants in England and Wales. Mr. Chellam completed
his Cambridge Certificate of Education in Malaysia and obtained his chartered
accountancy certification in London.
Jack Peckham joined the Company in June 1985 as Director of Sales and
was elected Vice President, Sales in January 1986 and General Manager, ASIC
Operations in January 1992. Mr. Peckham holds a degree in marketing from
Burdette College.
Mikes N. Sisois joined the Company in February 1985 as Director of
Information Systems and has served as Vice President, Planning and Information
Systems since January 1986. Mr. Sisois holds a B.S. in engineering from San Jose
State University, and an M.B.A. and Ph.D. from the University of Santa Clara.
ITEM 2. PROPERTIES
The Company's headquarters are located in San Jose, California. The
Company completed construction of its own building in April 1996 and moved into
this new building shortly thereafter. This 291,000-square-foot building is
occupied by product design, engineering, final product testing, research and
development, sales, marketing and administrative personnel. The Company owns a
semiconductor wafer fabrication plant and test facilities, occupying 450,000
square feet, located in Colorado Springs, Colorado.
The Company also has two semiconductor fabrication facilities located
in Rousset, France - an original plant and a newly constructed facility. The
original 6-inch fabrication area was converted from a prototype plant to a
production facility, which allowed the Company to increase manufacturing output
fourfold. In addition, the construction of a new 388,000 square-foot
manufacturing plant was completed during the year. This facility will produce
8-inch silicon wafers using a new 0.35-micron process.
11
The Company also leases a research and development facility in
Columbia, Maryland and sales offices in: Anaheim Hills, California; Denver,
Colorado; Hoffman Estates, Illinois; Braintree, Massachusetts; Bloomington,
Minnesota; Princeton, New Jersey; New York, New York; Raleigh, North Carolina;
Austin and Dallas, Texas, as well as in Kanata, Canada; Camberley, England;
Frankfurt and Raubling, Germany; Helsinki, Finland; Paris, France; Hong Kong;
Agrate Brianza, Italy; Tokyo, Japan; Seoul, South Korea; Singapore; and Taipei,
Taiwan. The Company's 1996 aggregate average monthly rental payments for its
facilities are approximately $182,000. The Company believes that suitable
additional or alternative space will be available as needed on commercially
reasonable terms to meet its current and foreseeable requirements.
ITEM 3. LEGAL PROCEEDINGS.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
12
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
MATTERS
The information required by this Item is incorporated by reference to
the sections entitled "Selected Quarterly Financial Data" and "Common Stock
Data" of the Registrant's 1996 Annual Report to Shareholders.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The information required by this Item is incorporated by reference to
the section entitled "Financial Highlights" of the Registrant's 1996 Annual
Report to Shareholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required by this Item is incorporated by reference to
the section entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations" of the Registrant's 1996 Annual Report to
Shareholders.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is incorporated by reference to
the Consolidated Financial Statements, related notes thereto and Report of
Independent Accountants and to the section entitled "Selected Quarterly
Financial Data" which appear in the Registrant's 1996 Annual Report to
Shareholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
With the exception of the information incorporated by reference from
the 1996 Annual Report to Shareholders in Parts II and IV of this Form 10-K, the
Registrant's Annual Report to Shareholders is not to be deemed filed as part of
this Report.
13
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
Information required by this Item regarding directors and executive
officers set forth under the captions "Election of Directors" and "Compliance
with Section 16(a) of the Exchange Act" in Registrant's definitive Proxy
Statement for the Annual Meeting of Shareholders to be held on April 30, 1997
(the "1997 Proxy Statement"), is incorporated herein by reference. Information
regarding identification of Registrant's executive officers is set forth in Part
I, Item 1 of this Form 10-K under the caption "Executive Officers of the
Registrant."
ITEM 11. EXECUTIVE COMPENSATION
Information required by this Item regarding compensation of
Registrant's directors and executive officers set forth under the captions
"Director Compensation" and "Executive Compensation" in the 1997 Proxy Statement
is incorporated herein by reference (except to the extent allowed by Item 402
(a)(8) of Regulation S-K).
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information required by this Item regarding beneficial ownership of
Registrant's Common Stock by certain beneficial owners and management of
Registrant set forth under the caption "Security Ownership" in the 1997 Proxy
Statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by this Item regarding certain relationships and
related transactions with management set forth under the caption "Compensation
Committee Interlocks and Insider Participation" in the 1997 Proxy Statement is
incorporated herein by reference.
14
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Report on Form 10-K:
1. Financial Statements. The following Consolidated Financial
Statements of Atmel Corporation and Report of Independent Accountants are
incorporated by reference to the Registrant's 1996 Annual Report to
Shareholders:
Consolidated Statements of Income for the Three Years Ended December
31, 1996
Consolidated Balance Sheets as of December 31, 1996 and 1995
Consolidated Statements of Shareholders' Equity for the Three Years
Ended December 31, 1996
Consolidated Statements of Cash Flows for the Three Years Ended
December 31, 1996
Notes to Consolidated Financial Statements
Report of Independent Accountants
2. Financial Statement Schedules. The following financial statement
schedules of Atmel Corporation for the years ended December 31, 1996, 1995 and
1994 are filed as part of this Report on Form 10-K and should be read in
conjunction with the Consolidated Financial Statements, and related notes
thereto, of Atmel Corporation.
Schedule Page
-------- ----
Report of Independent Accountants on
Financial Statement Schedule S-1
II Valuation and Qualifying Accounts S-2
Schedules not listed above have been omitted because they are not
applicable or are not required or the information required to be set forth
therein is included in the consolidated financial statements or notes thereto.
3. Exhibits. The following Exhibits are filed as part of, or
incorporated by reference into, this Report on Form 10-K:
3.1(3) Articles of Incorporation of Registrant, as amended to
date.
15
3.2(1) Bylaws of Registrant.
10.1(1)+ 1986 Incentive Stock Option Plan, as amended, and
forms of stock option agreements thereunder.
10.2(1)+ 1991 Employee Stock Purchase Plan, as amended.
10.3(3) Credit Agreement dated April 20, 1995, between Wells Fargo
Bank and Registrant.
10.4(1) Form of Indemnification Agreement between Registrant and
its officers and directors.
10.5(2) Consulting Agreement by and between Norman Hall and
Registrant dated March 1, 1990.
10.6(4) 1996 Stock Plan, as amended and forms of agreements
thereunder.
11.1 Computation of Earnings Per Share.
13.1 Registrant's Annual Report to Shareholders for the fiscal
year ended December 31, 1996 (except for the portions of
the 1996 Annual Report to the Shareholders expressly
incorporated by reference in the Report on Form 10-K, the
1996 Annual Report to Shareholders is furnished for the
information of the Securities and Exchange Commission and
is not to be deemed "filed").
21.1 Subsidiaries of Registrant.
23.1 Consent of Independent Accountants
24.1 Power of Attorney (included on the signature pages hereof)
(1) Incorporated by reference to exhibits to the Company's Registration
Statement on Form S-1 (File No. 33-38882) declared effective on March
19, 1991.
(2) Incorporated by reference to exhibits to the Company's Annual Report on
Form 10-K for the year ended December 31, 1992.
(3) Incorporated by reference to exhibits to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995.
(4) Incorporated by reference to exhibits to the Company's Registration
Statement on Form S-8 (File No. 333-15823) filed on November 8, 1996.
+ The item listed is a compensatory plan.
16
(b) Reports on Form 8-K. No reports on Form 8-K were filed by the Company
during the quarter ended December 31, 1996.
17
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 on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized.
ATMEL CORPORATION
March 27, 1997 By: /s/ George Perlegos
-----------------------
George Perlegos
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints George Perlegos and Kris Chellam, and
each of them, jointly and severally, his attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign any and all
amendments to this Report on Form 10-K and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report on 10-K has been signed by the following persons in the capacities
and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ George Perlegos President, Chief Executive March 27, 1997
- --------------------------------- Officer (Principal Executive
(George Perlegos) Officer) and Director
/s/ Kris Chellam Vice President, Finance and March 27, 1997
- --------------------------------- Administration and Chief Financial
(Kris Chellam) Officer (Principal Financial and
Accounting Officer)
/s/ Norm Hall Director March 27, 1997
- ---------------------------------
(Norm Hall)
/s/ Gust Perlegos Director March 27, 1997
- ---------------------------------
(Gust Perlegos)
18
/s/ T. Peter Thomas Director March 27, 1997
- ---------------------------------
(T. Peter Thomas)
/s/ Tsung-Ching Wu Director March 27, 1997
- ---------------------------------
(Tsung-Ching Wu)
19
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
Our report on the consolidated financial statements of Atmel Corporation and
subsidiaries has been incorporated by reference in this Form 10-K from page 22
of the 1996 Annual Report to Shareholders of Atmel Corporation. In connection
with our audit of such financial statements, we have also audited the related
financial statement schedule listed in the index on page 15 of this Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly the information required to be included therein.
/s/ Coopers & Lybrand L.L.P.
San Jose, California
January 16, 1997
S-1
Schedule II
ATMEL CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
For the fiscal years ended December 31, 1996, 1995, and 1994
(In thousands)
Balance at Charged Charged
Beginning of (Credited) (Credited) Balance at
Description Period to Expenses to Revenues Deductions End of Period
- ----------- ------ ----------- ----------- ---------- -------------
Allowance for doubtful
accounts receivable:
Fiscal year ended 1994 $ 2,951 $ 3,305 $ (266) $ (377)(1) $ 5,613
Fiscal year ended 1995 5,613 8,267 (1,180) -- 12,700
Fiscal year ended 1996 12,700 19,425 (1,211) (2,641)(1) 28,273
Estimated liability for
product warranty:
Fiscal year ended 1994 $ 8,915 $ 7,000 $ (972) $ (1,638) $ 13,305
Fiscal year ended 1995 13,305 2,314 (1,784) -- 13,835
Fiscal year ended 1996 13,835 9,190 (12,423) (51) 10,551
(1) Represents write-off of specific accounts receivable balances.
S-2