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Price
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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14-1896129
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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2051 Palomar Airport Road, Suite 100
Carlsbad, California
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92011
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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¨
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Accelerated filer
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þ
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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Part I
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Item 1.
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Consolidated Balance Sheets as of March 31, 2013 (unaudited) and
December 31, 2012
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Item 2.
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Item 3.
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Item 4.
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Part II
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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ITEM 1.
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FINANCIAL STATEMENTS
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March 31,
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December 31,
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||||
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2013
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2012
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||||
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(unaudited)
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Assets
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Current assets:
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||||
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Cash and cash equivalents
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$
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17,174
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$
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21,810
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Short-term investments, available-for-sale
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41,727
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50,265
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Accounts receivable, net
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18,019
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14,558
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Inventory
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8,662
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9,891
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Prepaid expenses and other current assets
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1,370
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1,494
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Total current assets
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86,952
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98,018
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Property and equipment, net
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6,550
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6,866
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Long-term investments, available-for-sale
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18,356
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5,181
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Intangible assets
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123
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275
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Other long-term assets
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264
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257
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Total assets
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$
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112,245
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$
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110,597
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Liabilities and stockholders’ equity
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Current liabilities:
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||||
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Accounts payable
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$
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3,798
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$
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7,372
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Deferred revenue and deferred profit
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2,937
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2,289
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Accrued price protection liability
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9,788
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7,880
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Accrued expenses and other current liabilities
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4,924
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5,023
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Accrued compensation
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9,281
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7,004
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Total current liabilities
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30,728
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29,568
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Other long-term liabilities
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828
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796
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Commitments and contingencies
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Stockholders’ equity:
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||||
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Preferred stock, $0.0001 par value; 25,000 shares authorized, no shares issued or outstanding
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—
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—
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Common stock, $0.0001 par value; 550,000 shares authorized, no shares issued or outstanding
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—
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—
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Class A common stock, $0.0001 par value; 500,000 shares authorized, 23,437 and 23,181 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively
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2
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2
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Class B common stock, $0.0001 par value; 500,000 shares authorized, 9,665 and 9,673 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively
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1
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1
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Additional paid-in capital
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141,973
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139,210
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Accumulated other comprehensive income
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28
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35
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|
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Accumulated deficit
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(61,315
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)
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(59,015
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)
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Total stockholders’ equity
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80,689
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80,233
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Total liabilities and stockholders’ equity
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$
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112,245
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$
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110,597
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Three Months Ended
|
||||||
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March 31,
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||||||
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2013
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2012
|
||||
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Net revenue
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$
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26,534
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$
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20,683
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Cost of net revenue
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9,822
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8,267
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Gross profit
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16,712
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12,416
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Operating expenses:
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Research and development
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11,511
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11,908
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Selling, general and administrative
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7,403
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6,959
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Total operating expenses
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18,914
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18,867
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Loss from operations
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(2,202
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)
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(6,451
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)
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Interest income
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59
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65
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Interest expense
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(4
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(19
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)
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Other expense, net
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(73
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)
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(96
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)
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Loss before income taxes
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(2,220
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)
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(6,501
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)
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Provision for income taxes
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80
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61
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Net loss
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$
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(2,300
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)
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$
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(6,562
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)
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Net loss per share:
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Basic
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$
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(0.07
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)
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$
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(0.20
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)
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Diluted
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$
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(0.07
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$
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(0.20
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)
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Shares used to compute net loss per share:
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||||
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Basic
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32,821
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33,312
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Diluted
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32,821
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33,312
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|
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Three Months Ended
|
||||||
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March 31,
|
||||||
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|
2013
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|
2012
|
||||
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Net loss
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$
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(2,300
|
)
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$
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(6,562
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)
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Other comprehensive income (loss), net of tax:
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|
||||
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Unrealized gain (loss) on investments, net of tax of $0 and $7 for the three months ended March 31, 2013 and 2012, respectively
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(12
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)
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14
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|
||
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Foreign currency translation adjustments, net of tax of $0 for the three months ended March 31, 2013 and 2012, respectively
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5
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5
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|
||
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Other comprehensive income (loss)
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$
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(7
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)
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$
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19
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|
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Total comprehensive loss
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$
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(2,307
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)
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$
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(6,543
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)
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|
Three Months Ended
|
||||||
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|
March 31,
|
||||||
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2013
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2012
|
|||||
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Operating Activities
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|
||||
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Net loss
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$
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(2,300
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)
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$
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(6,562
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)
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Adjustments to reconcile net loss to cash provided by (used in) operating activities:
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|
||||
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Amortization and depreciation
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981
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870
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|
||
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Amortization of investment premiums, net
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223
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|
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249
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|
||
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Stock-based compensation
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2,789
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2,223
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|
||
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Write down of long-lived assets
|
64
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|
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69
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|
||
|
Changes in operating assets and liabilities:
|
|
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|
||||
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Accounts receivable
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(3,461
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)
|
|
(648
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)
|
||
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Inventory
|
1,229
|
|
|
1,316
|
|
||
|
Prepaid and other assets
|
117
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|
|
228
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|
||
|
Accounts payable, accrued expenses and other current liabilities
|
(3,713
|
)
|
|
959
|
|
||
|
Accrued compensation
|
2,277
|
|
|
1,567
|
|
||
|
Deferred revenue and deferred profit
|
648
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|
|
(1,515
|
)
|
||
|
Accrued price protection liability
|
1,908
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|
|
527
|
|
||
|
Other long-term liabilities
|
39
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|
|
(363
|
)
|
||
|
Net cash provided by (used in) operating activities
|
801
|
|
|
(1,080
|
)
|
||
|
Investing Activities
|
|
|
|
||||
|
Purchases of property and equipment
|
(542
|
)
|
|
(848
|
)
|
||
|
Purchases of intangible assets
|
—
|
|
|
(195
|
)
|
||
|
Purchases of available-for-sale securities
|
(32,172
|
)
|
|
(32,390
|
)
|
||
|
Maturities of available-for-sale securities
|
27,300
|
|
|
30,250
|
|
||
|
Net cash used in investing activities
|
(5,414
|
)
|
|
(3,183
|
)
|
||
|
Financing Activities
|
|
|
|
||||
|
Payments on capital leases
|
(1
|
)
|
|
(24
|
)
|
||
|
Net proceeds from issuance of common stock
|
23
|
|
|
79
|
|
||
|
Minimum tax withholding paid on behalf of employees for restricted stock units
|
(48
|
)
|
|
(24
|
)
|
||
|
Net cash provided by (used in) financing activities
|
(26
|
)
|
|
31
|
|
||
|
Effect of exchange rate changes on cash and cash equivalents
|
3
|
|
|
2
|
|
||
|
Decrease in cash and cash equivalents
|
(4,636
|
)
|
|
(4,230
|
)
|
||
|
Cash and cash equivalents at beginning of period
|
21,810
|
|
|
28,026
|
|
||
|
Cash and cash equivalents at end of period
|
$
|
17,174
|
|
|
$
|
23,796
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
|
Numerator:
|
|
|
|
||||
|
Net loss
|
$
|
(2,300
|
)
|
|
$
|
(6,562
|
)
|
|
Denominator:
|
|
|
|
||||
|
Weighted average common shares outstanding—basic
|
32,821
|
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|
33,312
|
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||
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Dilutive common stock equivalents
|
—
|
|
|
—
|
|
||
|
Weighted average common shares outstanding—diluted
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32,821
|
|
|
33,312
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|
||
|
Net loss per share:
|
|
|
|
||||
|
Basic
|
$
|
(0.07
|
)
|
|
$
|
(0.20
|
)
|
|
Diluted
|
$
|
(0.07
|
)
|
|
$
|
(0.20
|
)
|
|
|
March 31, 2013
|
||||||||||||||
|
Amortized
Cost |
|
Gross Unrealized
|
|
Fair
Value |
|||||||||||
|
Gains
|
|
Losses
|
|
||||||||||||
|
Money market funds
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28
|
|
|
Government debt securities
|
13,273
|
|
|
4
|
|
|
(1
|
)
|
|
13,276
|
|
||||
|
Corporate debt securities
|
46,817
|
|
|
5
|
|
|
(15
|
)
|
|
46,807
|
|
||||
|
|
60,118
|
|
|
9
|
|
|
(16
|
)
|
|
60,111
|
|
||||
|
Less amounts included in cash and cash equivalents
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
||||
|
|
$
|
60,090
|
|
|
$
|
9
|
|
|
$
|
(16
|
)
|
|
$
|
60,083
|
|
|
|
December 31, 2012
|
||||||||||||||
|
Amortized
Cost |
|
Gross Unrealized
|
|
Fair
Value |
|||||||||||
|
Gains
|
|
Losses
|
|
||||||||||||
|
Money market funds
|
$
|
4,643
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,643
|
|
|
Government debt securities
|
6,000
|
|
|
3
|
|
|
—
|
|
|
6,003
|
|
||||
|
Corporate debt securities
|
49,441
|
|
|
6
|
|
|
(4
|
)
|
|
49,443
|
|
||||
|
|
60,084
|
|
|
9
|
|
|
(4
|
)
|
|
60,089
|
|
||||
|
Less amounts included in cash and cash equivalents
|
(4,643
|
)
|
|
—
|
|
|
—
|
|
|
(4,643
|
)
|
||||
|
|
$
|
55,441
|
|
|
$
|
9
|
|
|
$
|
(4
|
)
|
|
$
|
55,446
|
|
|
|
|
|
Fair Value Measurements at March 31, 2013
|
||||||||||||
|
|
Balance at
March 31, 2013 |
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
|
Money market funds
|
$
|
28
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Government debt securities
|
13,276
|
|
|
—
|
|
|
13,276
|
|
|
—
|
|
||||
|
Corporate debt securities
|
46,807
|
|
|
—
|
|
|
46,807
|
|
|
—
|
|
||||
|
|
$
|
60,111
|
|
|
$
|
28
|
|
|
$
|
60,083
|
|
|
$
|
—
|
|
|
|
|
|
Fair Value Measurements at December 31, 2012
|
||||||||||||
|
|
Balance at
December 31, 2012 |
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
|
Money market funds
|
$
|
4,643
|
|
|
$
|
4,643
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Government debt securities
|
6,003
|
|
|
—
|
|
|
6,003
|
|
|
—
|
|
||||
|
Corporate debt securities
|
49,443
|
|
|
—
|
|
|
49,443
|
|
|
—
|
|
||||
|
|
$
|
60,089
|
|
|
$
|
4,643
|
|
|
$
|
55,446
|
|
|
$
|
—
|
|
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
|
Work-in-process
|
$
|
2,438
|
|
|
$
|
3,233
|
|
|
Finished goods
|
6,224
|
|
|
6,658
|
|
||
|
|
$
|
8,662
|
|
|
$
|
9,891
|
|
|
|
Useful Life
(in Years)
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
|
Furniture and fixtures
|
5
|
|
$
|
366
|
|
|
$
|
355
|
|
|
Machinery and equipment
|
3 -5
|
|
8,520
|
|
|
8,331
|
|
||
|
Masks and production equipment
|
2
|
|
5,125
|
|
|
4,894
|
|
||
|
Software
|
3
|
|
729
|
|
|
736
|
|
||
|
Leasehold improvements
|
4 -5
|
|
839
|
|
|
829
|
|
||
|
Construction in progress
|
N/A
|
|
24
|
|
|
20
|
|
||
|
|
|
|
15,603
|
|
|
15,165
|
|
||
|
Less accumulated depreciation and amortization
|
|
|
(9,053
|
)
|
|
(8,299
|
)
|
||
|
|
|
|
$
|
6,550
|
|
|
$
|
6,866
|
|
|
|
Weighted
Average
Amortization
Period
(in Years)
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
|
Licensed technology
|
3
|
|
$
|
1,865
|
|
|
$
|
1,865
|
|
|
Less accumulated amortization
|
|
|
(1,742
|
)
|
|
(1,590
|
)
|
||
|
|
|
|
$
|
123
|
|
|
$
|
275
|
|
|
|
Amortization
|
||
|
2013
|
$
|
123
|
|
|
Total
|
$
|
123
|
|
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
|
Deferred revenue—rebates
|
$
|
15
|
|
|
$
|
23
|
|
|
Deferred revenue—distributor transactions
|
4,948
|
|
|
3,735
|
|
||
|
Deferred cost of net revenue—distributor transactions
|
(2,026
|
)
|
|
(1,469
|
)
|
||
|
|
$
|
2,937
|
|
|
$
|
2,289
|
|
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
|
Accrued technology license payments
|
$
|
3,000
|
|
|
$
|
2,996
|
|
|
Accrued professional fees
|
549
|
|
|
386
|
|
||
|
Accrued litigation costs
|
637
|
|
|
586
|
|
||
|
Other
|
738
|
|
|
1,055
|
|
||
|
|
$
|
4,924
|
|
|
$
|
5,023
|
|
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
|
Deferred rent
|
$
|
201
|
|
|
$
|
215
|
|
|
Other
|
627
|
|
|
581
|
|
||
|
|
$
|
828
|
|
|
$
|
796
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2013
|
|
2012
|
||||
|
Weighted-average grant date fair value per share
|
$
|
—
|
|
|
$
|
2.45
|
|
|
Risk-free interest rate
|
—
|
%
|
|
0.88
|
%
|
||
|
Dividend yield
|
—
|
|
|
—
|
|
||
|
Expected life (years)
|
0.00
|
|
|
4.58
|
|
||
|
Volatility
|
—
|
%
|
|
56.00
|
%
|
||
|
|
Three Months Ended
March 31, |
||||||
|
|
2013
|
|
2012
|
||||
|
Cost of net revenue
|
$
|
24
|
|
|
$
|
18
|
|
|
Research and development
|
1,754
|
|
|
1,448
|
|
||
|
Selling, general and administrative
|
1,011
|
|
|
757
|
|
||
|
|
$
|
2,789
|
|
|
$
|
2,223
|
|
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Three Months Ended
March 31, |
|
||||
|
|
2013
|
|
2012
|
|
||
|
Net revenue
|
100
|
%
|
|
100
|
%
|
|
|
Cost of net revenue
|
37
|
|
|
40
|
|
|
|
Gross profit
|
63
|
|
|
60
|
|
|
|
Operating expenses:
|
|
|
|
|
||
|
Research and development
|
43
|
|
|
58
|
|
|
|
Selling, general and administrative
|
28
|
|
|
34
|
|
|
|
Total operating expenses
|
71
|
|
|
92
|
|
|
|
Loss from operations
|
(8
|
)
|
|
(32
|
)
|
|
|
Interest income
|
—
|
|
|
—
|
|
|
|
Interest expense
|
—
|
|
|
—
|
|
|
|
Other expense, net
|
—
|
|
|
—
|
|
|
|
Loss before income taxes
|
(8
|
)
|
|
(32
|
)
|
|
|
Provision for income taxes
|
—
|
|
|
—
|
|
|
|
Net loss
|
(8
|
)%
|
|
(32
|
)%
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|||||||
|
|
2013
|
|
2012
|
|
% Change
|
|
|||||
|
|
(dollars in thousands)
|
|
|
|
|||||||
|
Cable
|
$
|
18,566
|
|
|
$
|
11,889
|
|
|
56
|
%
|
|
|
% of net revenue
|
70
|
%
|
|
57
|
%
|
|
|
|
|||
|
Terrestrial
|
7,968
|
|
|
8,794
|
|
|
(9
|
)%
|
|
||
|
% of net revenue
|
30
|
%
|
|
43
|
%
|
|
|
|
|||
|
Total net revenue
|
$
|
26,534
|
|
|
$
|
20,683
|
|
|
28
|
%
|
|
|
|
Three Months Ended
March 31, |
|
|
|||||||
|
|
2013
|
|
2012
|
|
% Change
|
|||||
|
|
(dollars in thousands)
|
|
|
|||||||
|
Cost of net revenue
|
$
|
9,822
|
|
|
$
|
8,267
|
|
|
19
|
%
|
|
% of net revenue
|
37
|
%
|
|
40
|
%
|
|
|
|||
|
Gross profit
|
16,712
|
|
|
12,416
|
|
|
35
|
%
|
||
|
% of net revenue
|
63
|
%
|
|
60
|
%
|
|
|
|||
|
|
Three Months Ended
March 31, |
|
|
|||||||
|
|
2013
|
|
2012
|
|
% Change
|
|||||
|
|
(dollars in thousands)
|
|
|
|||||||
|
Research and development
|
$
|
11,511
|
|
|
$
|
11,908
|
|
|
(3
|
)%
|
|
% of net revenue
|
43
|
%
|
|
58
|
%
|
|
|
|||
|
|
Three Months Ended
March 31, |
|
|
|||||||
|
|
2013
|
|
2012
|
|
% Change
|
|||||
|
|
(dollars in thousands)
|
|
|
|||||||
|
Selling, general and administrative
|
$
|
7,403
|
|
|
$
|
6,959
|
|
|
6
|
%
|
|
% of net revenue
|
28
|
%
|
|
34
|
%
|
|
|
|||
|
|
Three Months Ended
March 31, |
||||||
|
|
2013
|
|
2012
|
||||
|
Interest income
|
$
|
59
|
|
|
$
|
65
|
|
|
Interest expense
|
(4
|
)
|
|
(19
|
)
|
||
|
Other expense, net
|
(73
|
)
|
|
(96
|
)
|
||
|
|
Three Months Ended
March 31, |
||||||
|
|
2013
|
|
2012
|
||||
|
Provision for income taxes
|
$
|
80
|
|
|
$
|
61
|
|
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
|
|
(in thousands)
|
||||||
|
Working capital
|
$
|
56,224
|
|
|
$
|
68,450
|
|
|
Cash and cash equivalents
|
$
|
17,174
|
|
|
$
|
21,810
|
|
|
Short-term investments
|
41,727
|
|
|
50,265
|
|
||
|
Long-term investments
|
18,356
|
|
|
5,181
|
|
||
|
Total cash and cash equivalents and investments
|
$
|
77,257
|
|
|
$
|
77,256
|
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
|
ITEM 1A.
|
RISK FACTORS
|
|
•
|
substantially all of our sales to date have been made on a purchase order basis, which permits our customers to cancel, change or delay product purchase commitments with little or no notice to us and without penalty; and
|
|
•
|
some of our customers have sought or are seeking relationships with current or potential competitors which may affect their purchasing decisions.
|
|
•
|
cease the manufacture, use or sale of the infringing products, processes or technology;
|
|
•
|
pay substantial damages for infringement;
|
|
•
|
expend significant resources to develop non-infringing products, processes or technology;
|
|
•
|
license technology from the third-party claiming infringement, which license may not be available on commercially reasonable terms, or at all;
|
|
•
|
cross-license our technology to a competitor to resolve an infringement claim, which could weaken our ability to compete with that competitor; or
|
|
•
|
pay substantial damages to our customers or end users to discontinue their use of or to replace infringing technology sold to them with non-infringing technology.
|
|
•
|
any of our present or future patents or patent claims will not lapse or be invalidated, circumvented, challenged or abandoned;
|
|
•
|
our intellectual property rights will provide competitive advantages to us;
|
|
•
|
our ability to assert our intellectual property rights against potential competitors or to settle current or future disputes will not be limited by our agreements with third parties;
|
|
•
|
any of our pending or future patent applications will be issued or have the coverage originally sought;
|
|
•
|
our intellectual property rights will be enforced in jurisdictions where competition may be intense or where legal protection may be weak;
|
|
•
|
any of the trademarks, copyrights, trade secrets or other intellectual property rights that we presently employ in our business will not lapse or be invalidated, circumvented, challenged or abandoned; or
|
|
•
|
we will not lose the ability to assert our intellectual property rights against or to license our technology to others and collect royalties or other payments.
|
|
•
|
failure by us, our customers, or their end customers to qualify a selected supplier;
|
|
•
|
capacity shortages during periods of high demand;
|
|
•
|
reduced control over delivery schedules and quality;
|
|
•
|
shortages of materials;
|
|
•
|
misappropriation of our intellectual property;
|
|
•
|
limited warranties on wafers or products supplied to us; and
|
|
•
|
potential increases in prices.
|
|
•
|
recruit, hire, train and manage additional qualified engineers for our research and development activities, especially in the positions of design engineering, product and test engineering and applications engineering;
|
|
•
|
add sales personnel and expand customer engineering support offices;
|
|
•
|
implement and improve our administrative, financial and operational systems, procedures and controls; and
|
|
•
|
enhance our information technology support for enterprise resource planning and design engineering by adapting and expanding our systems and tool capabilities, and properly training new hires as to their use.
|
|
•
|
changes in end-user demand for the products manufactured and sold by our customers;
|
|
•
|
the receipt, reduction or cancellation of significant orders by customers;
|
|
•
|
fluctuations in the levels of component inventories held by our customers;
|
|
•
|
the gain or loss of significant customers;
|
|
•
|
market acceptance of our products and our customers’ products;
|
|
•
|
our ability to develop, introduce and market new products and technologies on a timely basis;
|
|
•
|
the timing and extent of product development costs;
|
|
•
|
new product announcements and introductions by us or our competitors;
|
|
•
|
incurrence of research and development and related new product expenditures;
|
|
•
|
seasonality or cyclical fluctuations in our markets;
|
|
•
|
currency fluctuations;
|
|
•
|
fluctuations in IC manufacturing yields;
|
|
•
|
significant warranty claims, including those not covered by our suppliers;
|
|
•
|
changes in our product mix or customer mix;
|
|
•
|
intellectual property disputes;
|
|
•
|
loss of key personnel or the shortage of available skilled workers; and
|
|
•
|
the effects of competitive pricing pressures, including decreases in average selling prices of our products.
|
|
•
|
changes in political, regulatory, legal or economic conditions;
|
|
•
|
restrictive governmental actions, such as restrictions on the transfer or repatriation of funds and foreign investments and trade protection measures, including export duties and quotas and customs duties and tariffs;
|
|
•
|
disruptions of capital and trading markets;
|
|
•
|
changes in import or export licensing requirements;
|
|
•
|
transportation delays;
|
|
•
|
civil disturbances or political instability;
|
|
•
|
geopolitical turmoil, including terrorism, war or political or military coups;
|
|
•
|
public health emergencies;
|
|
•
|
differing employment practices and labor standards;
|
|
•
|
limitations on our ability under local laws to protect our intellectual property;
|
|
•
|
local business and cultural factors that differ from our customary standards and practices;
|
|
•
|
nationalization and expropriation;
|
|
•
|
changes in tax laws;
|
|
•
|
currency fluctuations relating to our international operating activities; and
|
|
•
|
difficulty in obtaining distribution and support.
|
|
•
|
allows the holders of our Class B common stock to have the sole right to elect two management directors to the Board of Directors;
|
|
•
|
with respect to change of control matters, allows the holders of our Class B common stock to have ten votes per share compared to the holders of our Class A common stock who will have one vote per share on these matters; and
|
|
•
|
with respect to the adoption of or amendments to our equity incentive plans, allows the holders of our Class B common stock to have ten votes per share compared to the holders of our Class A common stock who will have one vote per share on these matters, subject to certain limitations.
|
|
•
|
authorize our Board of Directors to issue, without further action by the stockholders, up to 25,000,000 shares of undesignated preferred stock;
|
|
•
|
require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;
|
|
•
|
specify that special meetings of our stockholders can be called only by our Board of Directors, our Chairman of the Board of Directors, the President of the Company or by unanimous written consent of our directors appointed by the holders of Class B common stock;
|
|
•
|
establish an advance notice procedure for stockholder approvals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our Board of Directors;
|
|
•
|
establish that our Board of Directors is divided into three classes, Class I, Class II and Class III, with each class serving staggered terms and with one Class B director being elected to each of Classes II and III;
|
|
•
|
provide for a dual class common stock structure, which provides our founders, current investors, executives and employees with significant influence over all matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our Company or its assets;
|
|
•
|
provide that our directors may be removed only for cause;
|
|
•
|
provide that vacancies on our Board of Directors may be filled only by a majority of directors then in office, even though less than a quorum, other than any vacancy in the two directorships reserved for the designees of the holders of Class B common stock, which may be filled only by the affirmative vote of the holders of a majority of the outstanding Class B common stock or by the remaining director elected by the Class B common stock (with the consent of founders holding a majority in interest of the Class B common stock over which the founders then exercise voting control);
|
|
•
|
specify that no stockholder is permitted to cumulate votes at any election of directors; and
|
|
•
|
require supermajority votes of the holders of our common stock to amend specified provisions of our charter documents.
|
|
•
|
actual or anticipated fluctuations in our financial condition and operating results;
|
|
•
|
overall conditions in the semiconductor market;
|
|
•
|
addition or loss of significant customers;
|
|
•
|
changes in laws or regulations applicable to our products;
|
|
•
|
actual or anticipated changes in our growth rate relative to our competitors;
|
|
•
|
announcements of technological innovations by us or our competitors;
|
|
•
|
announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
|
|
•
|
additions or departures of key personnel;
|
|
•
|
competition from existing products or new products that may emerge;
|
|
•
|
issuance of new or updated research or reports by securities analysts;
|
|
•
|
fluctuations in the valuation of companies perceived by investors to be comparable to us;
|
|
•
|
disputes or other developments related to proprietary rights, including patents, litigation matters and our ability to obtain intellectual property protection for our technologies;
|
|
•
|
announcement or expectation of additional financing efforts;
|
|
•
|
sales of our Class A or Class B common stock by us or our stockholders;
|
|
•
|
share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; and
|
|
•
|
general economic and market conditions.
|
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
|
ITEM 5.
|
OTHER INFORMATION
|
|
ITEM 6.
|
EXHIBITS
|
|
Exhibit Number
|
|
Exhibit Title
|
|
10.12(+)
|
|
Form of Change in Control and Severance Agreement for Chief Executive Officer and Chief Financial Officer.
|
|
10.13(+)
|
|
Form of Change in Control and Severance Agreement for Executive Officers.
|
|
31.1
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2
|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1(*)
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101.INS(**)
|
|
XBRL Instance Document
|
|
101.SCH(**)
|
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL(**)
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF(**)
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB(**)
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE(**)
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
+
|
Indicates a management contract or compensatory plan.
|
|
(*)
|
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished pursuant to this item will not be deemed “filed” for purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
|
|
(**)
|
In accordance with Rule 402 of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
|
|
|
|
|
|
MAXLINEAR, INC.
|
||
|
|
|
|
||||
|
|
|
|
|
(Registrant)
|
||
|
|
|
|
|
|||
|
Date: April 30, 2013
|
|
|
|
By:
|
|
/s/ Adam C. Spice
|
|
|
|
|
|
|
|
Adam C. Spice
|
|
|
|
|
|
|
|
Vice President and Chief Financial Officer
|
|
|
|
|
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(Principal Financial Officer)
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Date: April 30, 2013
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/s/ Justin Scarpulla
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Justin Scarpulla
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Chief Accounting Officer and Corporate Controller
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(Principal Accounting Officer)
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Exhibit Number
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Exhibit Title
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10.12(+)
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Form of Change in Control and Severance Agreement for Chief Executive Officer and Chief Financial Officer.
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10.13(+)
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Form of Change in Control and Severance Agreement for Executive Officers.
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31.1
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Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1(*)
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS(**)
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XBRL Instance Document
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101.SCH(**)
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XBRL Taxonomy Extension Schema Document
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101.CAL(**)
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF(**)
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB(**)
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE(**)
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XBRL Taxonomy Extension Presentation Linkbase Document
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+
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Indicates a management contract or compensatory plan.
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(*)
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In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished pursuant to this item will not be deemed “filed” for purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
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(**)
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In accordance with Rule 402 of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
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| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
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