Monday, August 10, 2009

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.