Monday, August 31, 2009

Vimicro 6K - To acquire Video Surveillance business from Alcatel-Lucent

BEIJING – August 28, 2009 – Vimicro International Corporation (NASDAQ: VIMC), a leading multimedia semiconductor and solution provider, today announced that Vimicro Electronics Corporation, a joint venture company operated and managed by Vimicro, entered into a definitive agreement to acquire Video Surveillance System (“ViSS”) from Alcatel-Lucent Shanghai Bell Ltd. Co. (“ASB”). Vimicro Tianjin will acquire the complete ViSS business including all property, plant and equipment, inventories, business contracts, intellectual property and service and development capabilities in China. Moreover, Vimicro and ASB will continue the cooperation on solution and marketing developments in the future.

ViSS is a leading security and surveillance solution addressing the needs of telecom operators and local governments in China. As part of ASB, ViSS has been well established as the business platform for unified surveillance, storage and management solutions utilizing a broadband network infrastructure to connect independent monitoring sites across a broad geographical area. This platform can meet the monitoring needs of city roadways, airports, shopping centers, banks, schools, and other large facilities where surveillance is vital. ViSS also provides system management tools that enhance the visual and audio monitoring capabilities of multiple sites over telecommunication networks. It has been one of the most stable carrier-class video surveillance platforms available in the industry.

Vimicro Tianjin, jointly founded by Tianjin government and Vimicro, has a long-term strategic plan to further penetrate the surveillance market. As part of this acquisition, Vimicro Tianjin also gained the use of its brand name for a certain period as well as strong R&D team with deep industry experience.

The acquisition is expected to be closed in September of 2009 as agreed by both parties. The closing of the transaction is subject to customary closing conditions.

Tessera 8K - ITC finds DRAM patents valid, but not infringed

SAN JOSE, Calif. - Aug. 28, 2009 - Tessera Technologies, Inc. (NASDAQ: TSRA) announced today the Administrative Law Judge (ALJ) in the International Trade Commission (ITC) action brought by Tessera against certain DRAM manufacturers issued an Initial Determination finding Tessera's asserted patents are valid, but not infringed by the respondents. The action is Investigation No. 337-TA-630 (DRAM ITC action).

The ALJ's decision, termed an "Initial Determination," is subject to review by the full Commission. Within 120 days of the issued Initial Determination, the Commission can affirm, modify or reverse the ALJ's decision in developing the ITC's final determination.

"We intend to once again seek review of the Initial Determination by the full Commission," said Henry R. Nothhaft, president and CEO of Tessera. "The Commission previously agreed in our Wireless ITC Action that our technology was valid and that we had proven infringement at trial. We hope that it will again reverse the ALJ's Initial Determination. Furthermore, we have not taken into account any revenue based on the outcome of this ITC action in preparing our financial guidance. We remain focused on developing innovative technologies and are confident in the future of our business."

The respondents in the DRAM ITC action include Acer, Inc., Centon Electronics, Inc., Elpida Memory, Inc., Kingston Technology Co., Inc., Nanya Technology Corporation, Powerchip Semiconductor Corp., ProMOS Technologies Inc., Ramaxel Technology Ltd., Smart Modular Technologies, Inc., and TwinMOS Technologies, Inc. Tessera is asserting infringement of three Tessera patents, U.S. Patent No. 5,663,106 ('106), U.S. Patent No. 6,133,627 ('627) , and U.S. Patent No. 5,679,977 ('977) and is seeking, among other things, an exclusion order barring importation of infringing products that incorporate the patented technology.

Saturday, August 29, 2009

GSI Technology Acquires SRAM Product Line from Sony Electronics

SANTA CLARA, Calif.--(BUSINESS WIRE)--GSI Technology, Inc. (Nasdaq:GSIT), a leading provider of high- performance static random access memory, or SRAM, products incorporated primarily in networking and telecommunications equipment, today announced that it has signed and closed definitive agreements with Sony Electronics Inc. under which GSI acquired substantially all of the assets related to Sony’s SRAM product line. At closing, GSI paid Sony approximately $5.2 million in cash. GSI will make a further cash payment to Sony of approximately $1.7 million following a post-closing adjustment to reflect actual product inventory on hand at closing. GSI will also make future cash payments based on the sale of certain acquired SRAM products over an eight quarter period. The acquisition will be accounted for under the purchase method of accounting.

The acquisition will not have a significant impact on GSI’s total revenues or, except for adjustments required by purchase accounting rules, on its operating results for the second fiscal quarter ending September 30, 2009. Based on historical sales data and current sales projections, GSI believes that the new product line will generate additional revenues of approximately $1 million in the third quarter ending December 31, 2009 and expects that the new product line should generate quarterly revenues of approximately $2 million by the quarter ending September 30, 2010. GSI also expects that, after a transition period of one to two quarters, gross profit margins comparable to GSI’s overall gross margins will be achieved.

Monday, August 24, 2009

Xpoint Technologies, Inc. files suit against a mutitude of companies for infringement of data transfer patent

Claiming infringement their US Patent No. 5,913,028, entitled “Client/Server Data Traffic Delivery System and Method, Xpoint Technologies, Inc. has filed suit against Microsoft Corporation, Intel Corporation, Marvell Technology Group, Ltd., Marvell Semiconductor, Inc., Hewlett-Packard Company, Cypress Semiconductor Corp., QuickLogic Corporation, Qualcomm, Inc., Freescale Semiconductor Holdings I, Ltd., Freescale Semiconductor, Inc. (“Freescale Semiconductor”), Texas Instruments, Inc., Google Inc., T-Mobile USA, Inc., HTC Corporation, HTC America, Inc., Apple Inc., Sony Corporation, Telefonaktiebolaget LM Ericsson, Sony Ericsson Mobile Communications AB, Sony Ericsson Mobile Communications (USA), Inc., Philips Electronics, N.V., Philips Electronics North America Corporation, LG Electronics, Inc., LG Electronics USA, Inc., Research in Motion, Ltd., Research in Motion Corporation, Motorola, Inc., Nokia Corporation, Nokia Inc., Palm, Inc., Nvidia Corporation , Advanced Micro Devices, Inc., Dell Corporation, AT&T Inc., AT&T Mobility LLC, Verizon Communications, Inc., Cellco Partnership (“Cellco”), and Sprint Nextel Corporation.

Xpoint claims, "the ‘028 Patent invention provides significantly enhanced functionality for a variety of types of electronic devices, including without limitation cell phones, personal media players, personal computers, global positioning system (“GPS”) devices, and the like (generically, “data-processing devices”). One example of such enhanced functionality is “sideloading.” Certain cell-phone and personal media players manufactured and sold by certain Defendants use the ‘028 Patent technology to facilitate sideloading, which permits the transfer of information directly from one local device, typically a universal serial bus (“USB”) network I/O device connected to a personal computer, across a bus to the I/O of another local device such as a storage I/O device of a cell phone or personal media player, bypassing the CPU and central memory. In another example of increased functionality, the ‘028 Patent technology is infringed by processors and chipsets for computers, cell phones, and smart phones manufactured and sold by certain Defendants that use “northbridge-southbridge” architecture to transfer data directly between I/O devices across a bus that bypasses the CPU and central memory. The ‘028 Patent technology is also infringed by cell phones sold by certain Defendants that contain digital cameras and use the ‘028 Patent technology to transfer data directly from the camera sensor (input I/O) to the LCD screen (output I/O), bypassing the device’s CPU and central memory and permitting these cell phone digital cameras to function in viewfinder mode and to display images instantaneously and continuously on the screen. Yet another example of enhanced functionality made possible by the technology protected in the '028 Patent is cellular video sharing. In cellular video sharing, the output of the camera sensor of a data processing device is transferred directly to a network I/O unit of the device, bypassing the CPU and central memory of the device. Certain devices manufactured and sold by certain Defendants are capable of cellular video sharing and infringe the '028 Patent.

Ikanos Communications Completes Acquisition of Broadband Access Product Line From Conexant Systems, Inc.

FREMONT, CA--(Marketwire - August 24, 2009) - Ikanos Communications, Inc. (NASDAQ: IKAN), a leading provider of advanced broadband semiconductor and software products for the digital home, today announced that it has completed the acquisition of the Broadband Access product line from Conexant Systems, Inc.

Under the terms of the agreement, Ikanos purchased Conexant's Broadband Access product line for approximately $54 million in cash, excluding transaction costs, and the assumption of certain employee and facility related liabilities. Simultaneously, Ikanos received an investment of $42 million, excluding transaction-related expenses, from Tallwood Venture Capital, a leading investment firm focused on the semiconductor industry.

In addition, in accordance with the terms of the investment by Tallwood, George Pavlov, general partner of Tallwood Venture Capital, and Dado Banatao, managing partner and founder of Tallwood Venture Capital, have joined Ikanos' Board of Directors. Pavlov and Banatao will replace Gopal Venkatesh and Elizabeth Fetter who are stepping down from their seats on the board.

Craig Garen, former senior vice president and general manager of Conexant's Broadband Access, has joined the Company as Chief Operating Officer.

Friday, August 21, 2009

Microchip unwinding Supertex postion down to 7.4%

From today's Supertex 13D filing: During the last sixty (60) days, Microchip did not purchase any shares of Common Stock in the open market or pursuant to the exercise of put options previously written and sold by Microchip. During the last sixty (60) days, Microchip sold the following shares of Common Stock in the open market: 233,951 shares........On August 13, 2009, Microchip purchased put options in open market transactions that had the same terms as the put options previously sold by Microchip. As a result, Microchip no longer holds any options for the Company's Common Stock. Specifically, Microchip purchased for $40,500 put options on 30,000 shares of Common Stock at an exercise price of $22.50 per share with an expiration date of January 20, 2010 and Microchip purchased for $775,250 put options on 350,000 shares of Common Stock at an exercise price of $25.00 per share with an expiration date of January 20, 2010.

Previous posts:
Update: Microchip now owns 9.2% of Supertex
Microchip acquires 6.1% of Supertex in last 60 days

Thursday, August 20, 2009

Microsemi 8K - Microsemi Announces Settlement of DOJ Suit

IRVINE, Calif. August 20, 2009 — (GlobeNewswire) — Microsemi Corporation (NASDAQ: MSCC ) , a leading manufacturer of high performance analog mixed-signal integrated circuits and high reliability semiconductors, announced today that is has sold the assets of Semicoa to a third party. In connection with this sale, the United States Department of Justice has settled its civil action against Microsemi. Microsemi’s settlement with the Department of Justice is subject to final approval under procedures set out by federal law.

The results of this transaction will not have a material impact on Microsemi’s current quarterly results, and Microsemi is currently making no changes to its revenue or earnings guidance for the September quarter. Microsemi will provide additional details of the sale when it releases its September quarter and year-end results.

Tuesday, August 18, 2009

Leadis 8K - IXYS to acquire Leadis LED driver and controller business

"On August 15, 2009, Leadis Technology, Inc., a Delaware corporation (“Leadis”), entered into an Asset Purchase Agreement (the “Agreement”) with IXYS CH GMBH (“IXYS”) pursuant to which IXYS agreed to acquire certain assets related to Leadis’s LED driver and controller business and certain legacy display driver products (the “Assets”). Upon the terms and subject to the conditions of the Agreement, as consideration for the Assets, IXYS agreed to (i) pay Leadis $3.5 million in cash (the “Cash Consideration”) and (ii) assume specified liabilities related to the Assets. At the closing of the transaction (the “Closing”), IXYS will pay Leadis $2.625 million of the Cash Consideration, with the remainder of the Cash Consideration to be paid six months after the Closing. The amount of Cash Consideration payable for the Assets is subject to increase based upon the amount of inventory of certain display driver products transferred to IXYS at the time of the Closing. IXYS also will offer employment to certain employees that were employed in Leadis’ LED driver and controller business (the “Employees”). Leadis expects to complete the transaction in the current quarter.

The Agreement includes customary representations, warranties and covenants of Leadis and IXYS. The Agreement contains an indemnity by Leadis for breaches of representations, warranties and covenants made by it in connection with the transaction. Completion of the transaction is subject to the satisfaction of customary closing conditions, including, among other matters, (i) execution and delivery of specified ancillary agreements, (ii) accuracy of the representations and warranties and compliance with the covenants set forth in the Agreement, (iii) the absence of any material adverse change with respect to the Assets, Leadis’s LED business or the legacy display driver products, and (iv) the acceptance of employment with IXYS by certain of the Employees. Either party may terminate the Agreement, subject to certain exceptions, in the event of an uncured material breach by the other party or if the Closing has not occurred by specified dates."

LogicVision 8K - Acqusition by Mentor complete

WILSONVILLE, Ore. and SAN JOSE, Calif., August 18, 2009 – Mentor Graphics Corporation (NASDAQ: MENT) and LogicVision, Inc. (NASDAQ: LGVN) today announced that LogicVision stockholders have voted to approve, and the parties have closed, the previously-announced merger. Former LogicVision stockholders will receive 0.2006 share of Mentor Graphics common stock in exchange for each share of LogicVision common stock. LogicVision resources will be fully integrated into the Silicon Test Solutions group within the Mentor Design-to-Silicon division led by vice president and general manager, Joseph Sawicki.

Virage Logic Announces Intent to Acquire ARC International

FREMONT, Calif., Aug 18, 2009 (BUSINESS WIRE) -- Virage Logic Corporation (NASDAQ:VIRL), the semiconductor industry's trusted IP partner, today announced its intent to acquire publicly held ARC International plc (LSE:ARK), a leading provider of consumer IP to OEM and semiconductor companies globally. The proposed acquisition would expand Virage Logic's ability to serve the global semiconductor market by complementing its existing portfolio of physical IP and standards-based advanced interface IP with ARC's widely accepted processor IP, a necessary component for complex System-on-Chip (SoC) integrated circuits.

The proposed all-cash transaction values ARC at 16.25 pence per share, or an equity value of approximately £25.2 million ($41.0 million) on a fully-diluted basis. The Directors of ARC have recommended unanimously that ARC's shareholders accept the offer. Virage Logic expects that the offer document will be mailed to ARC shareholders shortly. The offer period will extend for a minimum of 21 days from the date the offer document has been mailed, and the transaction is expected to close by the end of Virage Logic's first fiscal quarter of 2010, which ends on December 31, 2009. The offer is subject to certain limited closing conditions, including that at least 90% of the ARC shares have been tendered into the offer.

On a non-GAAP basis, which excludes the effects of FAS123R stock compensation expense, restructuring, and amortization of intangible assets and acquisition related charges, Virage Logic expects the proposed acquisition to be accretive between $0.10 and $0.14 earnings per share to fiscal year 2010. Immediately following the closing of the acquisition, Virage Logic expects to have a cash balance of approximately $20 - $23 million.

Cowen and Company, LLC and Arbuthnot Securities Limited are acting as joint financial advisors to Virage Logic. Jefferies International Limited and Woodside Capital Partners are acting as joint financial advisors to ARC.

Monday, August 17, 2009

Abilis Acquires Two Product Lines From Freescale Semiconductor

GENEVA, August 17 /PRNewswire-FirstCall/ -- Abilis Systems, a Kudelski Group company, (SWX:KUD) and a pioneer RF semiconductor company, announces the acquisition of Freescale Semiconductor CMOS Modulators and Silicon Tuner product lines. The acquisition of these assets will allow Abilis to expand its broad portfolio of leading, silicon- based digital TV (DTV) and tuner solutions and better address the needs of the growing digital TV market, and in particular of Digital Terrestrial (DTT) and cable platforms. It will enable Abilis to support the growth of Pay-TV operators by combining its innovative cutting-edge technology with well- established and proven technology and knowledge from one of the most relevant global chip manufacturers. Furthermore, this extension of product portfolio and related skills and competences will further enhance its expertise in this area with the integration within Abilis of the dedicated team from Freescale.

Abilis will begin selling these products under the Abilis brand effective October 1, 2009. Key members of the Freescale Digital Home Operations (DHO) team who support these products have transitioned to the Abilis Chandler, Arizona-based product team. Freescale and Abilis Systems are jointly committed to ensure a smooth and seamless transition for the current client base. Abilis is securing a high quality of service and the sustainability and timeliness of product delivery.

The acquired portfolio of innovative, high-performance CMOS modulators and silicon tuners are targeting the rapidly expanding DTV market, where Freescale is currently the world-leader supplier of modulators. These products include a family of CMOS modulator chips as well as high performance silicon tuners that are increasingly being integrated in favor of bulky, can-type tuners in DTV applications. The performance, low cost and versatility of these devices has given Freescale broad market acceptance in the HDTV market.

Saturday, August 15, 2009

Virage Logic 10Q

Revenue sources: "License revenues for the three months ended June 30, 2009 and 2008 were $9.0 million and $10.5 million, respectively. Maintenance revenues for the three months ended June 30, 2009 and 2008 were $1.7 million. Royalty revenues for the three months ended June 30, 2009 and 2008 were $1.2 million and $2.8 million, respectively."

IP License revenue by process node:

  • 32nm = 1%
  • 45nm = 39%
  • 65nm = 28%
  • 90nm = 19%
  • 130nm = 4%
  • 180nm = 4%
  • Other = 5%
IP Maintenance revenue by process node:
  • 32nm = 1%
  • 45nm = 19%
  • 65nm = 30%
  • 90nm = 30%
  • 130nm = 12%
  • 180nm = 7%
  • Other = 1%

Anadigics 10Q

Revenue and margin collapse:
  • Net sales decreased 60.9% during the second quarter of 2009 to $31.5 million from $80.5 million in the second quarter of 2008.
  • Sales of integrated circuits for wireless applications decreased 53.0% during the second quarter of 2009 to $23.2 million from $49.3 million in the second quarter of 2008.
  • Sales of integrated circuits for broadband applications decreased 73.4% during the second quarter of 2009 to $8.3 million from $31.2 million in the second quarter of 2008.
Gross margin during the second quarter of 2009 decreased to 8.8% of net sales from 37.2% of net sales in the second quarter of 2008.

Zilog 10Q - IP sale to a NPE

Sale of IP to a non practicing entity: "On May 27, 2009, the Company sold certain intellectual property rights associated with five of the Company's patents. The related patents are 5386469, 5588118, 5781784, 5805834 and 6154793. The patents were sold and assigned to a non practicing entity ("NPE") for cash consideration of $1 million. The transaction was recorded as a credit to other income and as a patent assignment receivable at June 27, 2009. The cash was collected from the NPE on July 14, 2009. The terms and conditions of the agreement are confidential."

Memsic - 10Q

Revenue for Q2 2009 versus Q2 2008 by application:
  • Mobile Phone: $4.74M (52% of sales) up from $2.02M
  • Consumer: $2.21M (24.3% of sales) up from -$.138M*
  • Automotive: $1.78M (19.5% of sales) up from $1.34M
  • Industrial/other: $.39M (4.2% of sales) flat from last year
*Includes $2M revenue reversal in Q2 2008.

Our gross margin has decreased from 65.1% in 2007, to 47.9% in 2008 and 46.7% in the first six months of 2009.

California Micro Devices - Proxy Materials

Escalation of Proxy fight: "Dissident stockholder Dialectic Capital Management is seeking your support for its own slate of three nominees. Dialectic, however, has presented no plan to build stockholder value and seems confused, at best, about what strategy it thinks the company should pursue. As Dialectic accumulated CMD stock, Dialectic made repeated demands that we rejected time and time again – distribute significant cash to stockholders via repurchase or dividend. When Dialectic first became more active as a dissident in December, 2008, it called for CMD to “return $33 million or $1.42 a share in a dividend to all stockholders and immediately engage an investment bank and begin a sale process of the Company.” We believe these demands, which we again rejected, reflect a “quick buck” approach and indicate Dialectic’s ignorance of both the underlying value of CMD and the need for CMD to retain substantial cash reserves to demonstrate its staying power to its customers.........Since it has no plan to offer, Dialectic can only ask that you trust the experience and qualifications of its nominees. We think you should know some very pertinent facts about their qualifications and experience that Dialectic failed to mention when seeking your trust. When Dialectic told you that nominee Kenneth Potashner “has over 20 years of experience as a successful technology company executive,” and cited his experience at SONICblue Incorporated, it deliberately did not mention that Mr. Potashner was terminated as Chairman, President and CEO of SONICblue just seven and a half months before the company filed for bankruptcy . While Mr. Potashner was CEO, the company was embroiled in legal battles with one or more competitors, consultants, and suppliers, and with 28 film and broadcasting companies......Another Dialectic nominee, J. Michael Gullard, has served on several public company boards and in many instances shareholder value has declined during his tenure. He served on the boards of two companies, DynTek Inc. and Proxim Wireless Corp., when those companies became delisted from their respective exchanges . During Mr. Gullard’s tenure as a director at Planar Systems and Proxim Wireless Corp., each company lost over 80% of its value, as of July 31, 2009. Additionally, after adjusting for intervening cumulative 1:10,000 reverse stock splits, the share price of DynTek Inc., of which Mr. Gullard has been Chairman of the Board since October, 2005, has fallen from $3,000 on the OTCBB to $7.95 on the Pink Sheets since June 27, 2005, when he first joined the DynTek Inc. Board."

Linear Technology 10K

Customer concentration: "No single end customer has accounted for 10% or more of the Company’s revenues."

"Processed wafers are sent to either the Company’s assembly facility in Penang, Malaysia or to offshore independent assembly contractors where the wafers are separated into individual circuits and packaged. The Penang facility opened in fiscal year 1995 and currently services approximately 85% to 95% of the Company’s assembly requirements for plastic packages. The Company’s primary assembly subcontractors are UTAC, located in Thailand; and Carsem Sdn, located in Malaysia."

Patent Foundation:
"The Company has been awarded 474 United States and international patents and has considerable pending and published patent applications outstanding."

Employees: "As of June 28, 2009, the Company had 3,821 employees, including 428 in marketing and sales, 1,023 in research, development and engineering related functions, 2,268 in manufacturing and production, and 102 in management, administration and finance."

Monday, August 10, 2009

Cypress 10Q

Revenues by segment for quarter ending June 28, 2009 versus same quarter last year:
  • Consumer and Computation Division $62.3M -24.7%
  • Data Communications Division $25.5M -25.9%
  • Memory and Imaging Division $66.2M -25.5%
  • Other $1.7M -50% (divested Silicon Light Machines)
Gross margin percentage decreased from 48.5% in the second quarter of fiscal 2008 to 36.7% in the second quarter of fiscal 2009.


Revenues by segment for quarter ending June 30, 2009 versus same quarter last year:
  • Power semiconductors $38.9M -39.5%
  • Integrated circuits $5.8M -29.1%
  • Systems and RF power semiconductors $4.2M -39.5%
Gross profit margin decreased to 21.2% in the three months ended June 30, 2009 from 31.2% in the three months ended June 30, 2008.

Atmel 10Q

Revenues by segment for quarter ending June 30, 2009 versus same quarter last year:
  • Microcontroller $101.6M -29%
  • Nonvolatile Memory $69.3M -21%
  • RF and Automotive $35.4M -49%
  • ASIC $78.2M -35%
Gross margin declined to 32.3% in the three months ended June 30, 2009, compared to 36.5% in the three months ended June 30, 2008.

New litigation:
  • On June 3, 2009, the Company filed an action in Santa Clara County Superior Court against three of its now-terminated Asia-based distributors, NEL Group Ltd. (“NEL”), Nucleus Electronics (Hong Kong) Ltd. (“NEHK”) and TLG Electronics Ltd. (“TLG”). The Company seeks, among other things, to recover $8.5 million owed it, plus applicable interest and attorneys fees. On June 9, 2009, NEHK separately sued Atmel in Santa Clara County Superior Court, alleging that Atmel’s suspension of shipments to NEHK on September 23, 2008—one day after TLG appeared on the Department of Commerce, Bureau of Industry and Security’s Entity List—breached the parties’ International Distributor Agreement. NEHK also alleges that Atmel libeled it, intentionally interfered with contractual relations and/or prospective business advantage, and violated California Business and Professions Code Sections 17200 et seq. and 17500 et seq . NEHK alleges damages exceeding $10 million. Both matters now have been consolidated. On July 29, 2009, NEL filed a cross-complaint against Atmel that alleges claims virtually identical to those NEHK has alleged, and seeks unspecified damages. The Company intends to prosecute its claims and defend the NEHK/NEL claims vigorously.
  • On July 16, 2009, James M. Ross, the Company’s former General Counsel, filed a lawsuit in Santa Clara County Superior Court challenging his termination, and certain actions the Company took thereafter. The Complaint contains 12 causes of action, including: (1) several claims arising out of the Company’s treatment of his post-termination attempt to exercise stock options; (2) breach of a purported oral contract to pay a bonus upon the sale of the Company’s Grenoble division; (3) defamation; (4) breach of an oral and/or implied employment contract; and (5) violations of the California Labor Code. The Company intends to vigorously defend this action.
  • On July 17, 2009, Mr. Ross filed a second lawsuit in Delaware Chancery Court seeking to enforce certain rights granted him under an indemnification agreement with the Company. In particular, Mr. Ross seeks reimbursement for fees and expenses already incurred, and a declaration that he is contractually entitled to advancement of expenses and indemnification in connection with the various lawsuits described above relating to the Company’s historical stock option granting practices. He also seeks advancement of fees and indemnification in connection with the indemnification action itself. The Company intends to vigorously defend this action.
  • On July 24, 2009, 56 former employees of Atmel’s Nantes facility filed claims in the First Instance labour court, Nantes, France against the Company and MHS Electronics claiming that (1) the Company’s sale of the Nantes facility to MHS (XbyBus SAS) in 2005 did not result in the transfer of their labor agreements to MHS, and (2) these employees should still be considered Atmel employees, with the right to claim related benefits from Atmel. Alternatively, each employee seeks damages of at least 45,000 Euros and court costs. The court set the first hearing date on October 6, 2009. These claims are similar to those filed in the First Instance labour court in October 2006 by 47 other former employees of Atmel’s Nantes facility (MHS was not named a defendant in the earlier claims). On July 24, 2008, the judge hearing the earlier claims issued an oral ruling in favor of the Company, finding that there was no jurisdiction for those claims by certain “protected employees,” and denying the claims as to all other employees. Forty of those earlier plaintiffs appealed, and a hearing is scheduled in November 2009. The Company intends to defend all these claims vigorously.

Friday, August 7, 2009

Pericom 8K - Will restate financials

"On August 5, 2009, pursuant to authority delegated by the Audit Committee of Pericom’s Board of Directors, and in consultation with Pericom’s management, the Chairman of the Audit Committee determined that:
  • Pericom will restate the company’s consolidated financial statements for its first, second and third fiscal quarters ended September 27, 2008, December 27, 2008, and March 28, 2009, and
  • the financial information for those periods included in Forms 10-Q filed and press releases issued by Pericom prior to the date of this report should not be relied upon.
The audit committee and management discussed the matters described in this Item 4.02 with the company’s independent registered public accounting firm.

Pericom is undertaking a review of accounting matters relating to the first three fiscal quarters of fiscal 2009. Pericom cannot state at this time when the full review will be completed or when fiscal 2009 results will be announced, and intends to provide appropriate updates on these matters as soon as practicable.

To date, Pericom has identified two errors in the course of this review, but continues to examine other accounting issues that may or may not require further accounting adjustments. These two errors are:
  • For 2009 Q1, Pericom did not record a decline in value of $414,000 on its income statement relating to an obligation owed by Lehman Brothers Holdings after Lehman filed for bankruptcy on September 15, 2008. Pericom’s internal accounting review failed to conclude that this impairment was other-than-temporary and to include this impairment in the income statement for 2009 Q1.
  • For 2009 Q2, in connection with the conversion of Pericom’s enterprise resource planning software, there was an inadvertent misclassification of cost data. This misclassification led to an understatement of cost of goods sold by $772,000. This error was not quantified or identified until balance sheet reconciliations with subledgers became available and were completed after 2009 Q3 results were reported.
Pericom intends to file restated financial statements for 2009 Q1, Q2, and Q3 as soon as practicable to correct the errors identified to date. Various financial information is affected by these errors and will be corrected.

Pericom also expects that it will report material weaknesses in its internal control over financial reporting with respect to the 2009 fiscal year."

Thursday, August 6, 2009

SMSC invests in Symwave

HAUPPAUGE, NY and LAGUNA NIGUEL, CA., – August 6, 2009 - SMSC (NASDAQ: SMSC), a leading semiconductor provider of Smart Mixed-Signal Connectivity™ solutions, and Symwave, Inc., a leading silicon supplier of system solutions for SuperSpeed USB devices, announced today a strategic relationship with the objective to accelerate delivery of superior end-to-end USB 3.0 solutions into high volume mobile, consumer and computing segments. Under the agreement, SMSC has made an initial cash investment of $4 million in Symwave, and SMSC’s President and Chief Executive Officer, Christine King, will join Symwave’s Board of Directors. As part of the relationship, SMSC has committed to an additional $1.3 million investment if required by Symwave and has obtained the right to acquire Symwave under certain conditions.

IDT partners with TSMC to go fabless

SAN JOSE, Calif. & HSINCHU, Taiwan--(BUSINESS WIRE)--IDT® (Integrated Device Technology, Inc.) (NASDAQ:IDTI), a leading provider of essential mixed signal semiconductor solutions that enrich the digital media experience and Taiwan Semiconductor Manufacturing Company (TWSE:2330) (NYSE:TSM), today announced they have entered into an agreement to transfer product fabrication processes and related activities currently running in the IDT Hillsboro, Oregon facility to TSMC foundries. The transfer, which has already received approval by both companies and the IDT Board of Directors, is expected to take up to two years to complete and will cover the lifecycle of all products involved.

“Over the past year or so, IDT has been shifting gears towards developing application specific solutions for the communications, computing and consumer markets. Obtaining an agreement with TSMC enables us to take full advantage of their cutting edge manufacturing processes and geometries and is the logical next step in our transformation,” said Mike Hunter, vice president of worldwide manufacturing for IDT. “This agreement, which will combine IDT system expertise and architecture and the TSMC technology platform, expands our overall global manufacturing capability. It also officially starts the countdown for IDT to move from a Fab-lite to a Fab-less model.”

IDT product processes and geometries transferred under this agreement include existing IDT products currently manufactured at the Fab 4 facility in Hillsboro, Oregon at .13 micron process technology and above. These processes and products will be transferred to TSMC over the ensuing two years. The agreement does not include transfer or sale of the process equipment or the IDT facility located in Hillsboro, Oregon. IDT intends to exit the Hillsboro, Oregon wafer fabrication facility at the end of the transfer period and has engaged a third party to market the facility to potential buyers that can continue fabrication operations.

Additional Details from 8K Filing: "On August 3, 2009, in connection with the plan to transition the manufacture of products to TSMC, the Company’s management, with prior approval of the Board of Directors, approved a plan to exit wafer production operations at its Oregon fabrication facility. If unsuccessful in its efforts to sell the Oregon facility to a buyer that can continue fabrication operations, the Company estimates it will incur total charges of approximately $15 million to $25 million to exit the facility. These aggregate exit costs are expected to consist primarily of expenses related to employee severance, retention, and post-employment benefits, and expenses associated with the decommissioning of equipment and the facility. The Company estimates it will incur costs of approximately $10 million in severance, retention, and post-employment benefits, of which approximately $4 million to $6 million is expected to be recorded in the second quarter of fiscal 2010. Costs of approximately $5 million to $15 million associated with closure activities related to decommissioning of equipment and the facility are expected to be recorded in future periods as incurred. Substantially all of the exit costs are expected to result in cash expenditures."

Wednesday, August 5, 2009

Triquint 10Q

New litigation: "On July 23, 2009, the Company filed a complaint in the United States District Court for the District of Arizona against Avago Technologies Limited, Avago Technologies U.S., and Avago Technologies Wireless IP (collectively, “Avago”). Avago sent letters to the Company’s customers advising them that Avago owns certain U.S. patents (“Avago patents”) identified in the letter. Avago’s letters further stated that Avago has not licensed its patents to any competitors, and that if customers purchase certain radio frequency products from suppliers other than Avago, they will not be protected against Avago’s patents. The Company’s complaint seeks a declaration that the Avago patents are invalid and that no TriQuint products infringe them. The Company’s complaint also alleges that certain Avago products infringe on certain of TriQuint’s U.S. patents. Avago has not yet filed an answer to the Company’s complaint." Editors note: The patents cited in complaint are US 6,879,224; 6,472,954; 6,262,637; 6,384,697; 6,114,635; 5,231,327; 5,894,647

Growth markets: "We experienced 33% overall revenue growth in the second quarter of 2009 compared to the second quarter of 2008, lead by handset growth of 77% and defense & aerospace growth of 41%. The handset growth is primarily attributable to strong growth in 3G and EDGE product revenues with an increase of 195% for the second quarter of 2009 compared to 2008."

Netlogic Microsystems 10Q

Customer revenue concentration for the six months ended June 30, 2009:
  • Cisco and its contract manufacturers: 33%
  • Alcatel Lucent 16%
  • Huawei 9%
Bridge loan to RMI: "In connection with our merger agreement dated May 31, 2009 with RMI Corporation (“RMI”), we provided a bridge loan of $15 million to RMI. Additionally, the merger agreement requires us to pay the merger consideration due to holders of RMI common stock in cash. In addition to an initial merger consideration which is payable at closing, the earn-out portion of the merger consideration, which will payable upon the achievement of revenue targets for a twelve month period following closing, is dependent in part on the average closing price of our common stock as defined in the agreement. We expect to complete the acquisition of RMI during the quarter ended September 30, 2009."

Techwell adopts "poison pill" shareholder rights plan

SAN JOSE, Calif., August 5, 2009 (GLOBE NEWSWIRE) — Techwell, Inc. (Nasdaq: TWLL), a leading designer of mixed signal video semiconductor solutions for the security surveillance and automotive infotainment markets, today announced that its Board of Directors has adopted a Stockholder Rights Plan. Under the Rights Plan, Rights will be distributed as a dividend at the rate of one Right for each share of Techwell common stock held by stockholders of record as of the close of business on August 18, 2009.

The Rights Plan is designed to enable all Techwell stockholders to realize the full value of their investment and to provide for fair and equal treatment for all stockholders in the event that an unsolicited attempt is made to acquire Techwell. The adoption of the Rights Plan is intended as a means to guard against abusive takeover tactics.

The Rights will be distributed as a non-taxable dividend and will expire ten years from the date of adoption of the Rights Plan (or earlier if the stockholders of Techwell do not ratify the Rights Plan at the 2010 stockholders’ meeting or at or before each third annual stockholders’ meeting thereafter). The Rights will be exercisable only if a person or group acquires 20 percent or more of Techwell’s common stock, subject to certain exceptions set forth in the Rights Plan. If a person or group acquires 20 percent or more of Techwell’s common stock while the Rights Plan remains in place, all Rights holders, except such person or group, will be entitled to acquire Techwell’s common stock at a discount. The effect will be to discourage acquisitions of 20 percent or more of Techwell’s common stock in the absence of negotiations with Techwell’s Board of Directors.

The Rights will trade with Techwell’s common stock unless and until they are separated upon the occurrence of certain future events. Techwell’s Board of Directors may terminate the Rights Plan at any time or redeem the Rights prior to the time a person or group acquires 20 percent or more of Techwell’s common stock. Additional details regarding the Rights Plan will be outlined in a summary to be mailed to all stockholders following the record date, and a copy of the Rights Plan will be filed shortly with the Securities and Exchange Commission.

Tuesday, August 4, 2009

Intersil to acquire Quellan

MILPITAS, CA--(Marketwire - August 4, 2009) - Intersil Corporation (NASDAQ: ISIL), a world leader in the design and manufacture of high-performance analog and mixed signal semiconductors, today announced that it has signed a definitive agreement to acquire Quellan, Inc., a privately held leader in the design of high performance analog signal processing integrated circuits (ICs). Quellan's innovative Q:ACTIVE® technology delivers unmatched signal integrity for improved system throughput and density with dramatically reduced power consumption.

Quellan, a Santa Clara, California company founded in 2000, utilizes a proprietary Collaborative Signal Processing (CSP) architecture to apply adaptive noise cancellation and equalization within the analog domain. This unique approach enables Quellan's ICs to address signal loss, dispersion, skew and noise in high-speed signal processing applications. Quellan's Q:ACTIVE technology will provide improved performance, smaller footprint and lower power solutions for communications and networking infrastructure, high-performance computing, storage and consumer electronics applications.

The boards of directors of both companies have unanimously approved the merger. Intersil expects the acquisition will have an immaterial impact on revenue or earnings for the third quarter 2009 results.

Entropic 10Q

Customer concentration: For the six months ended June 30, 2009, 10 customers accounted for 92% of our net revenues:
  • Motorola, Inc. 23%
  • Actiontec Electronics, Inc. 19%
  • Wistron NeWeb Corporation 13%