-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nc0iy44o0zWApwvajcqS5iuvyQBmP8FUojjm5E0uROCI5IfSxKZ7KIVf5DNkrFTH zbDT+I7MZBiUn5d5O0aVUA== 0001012870-02-004534.txt : 20021127 0001012870-02-004534.hdr.sgml : 20021127 20021127134858 ACCESSION NUMBER: 0001012870-02-004534 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020629 FILED AS OF DATE: 20021127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERICOM SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0001001426 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770254621 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-27026 FILM NUMBER: 02843073 BUSINESS ADDRESS: STREET 1: 2380 BERING DR CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084350800 MAIL ADDRESS: STREET 1: 2380 BERING DR CITY: SAN JOSE STATE: CA ZIP: 95131 10-K/A 1 d10ka.htm FORM 10-K/A Form 10-K/A
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
Form 10-K/A
 
Amendment No. 1
 
(Mark One)
 
x
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Fiscal Year Ended June 29, 2002
 
OR
 
¨
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                                  to                                 
 
Commission File Number 0-27026
 
 
Pericom Semiconductor Corporation
(Exact name of Registrant as specified in its charter)
 
California
  
77-0254621
(State or other jurisdiction
of Incorporation or organization)
  
(I.R.S. Employer
Identification No.)
2380 Bering Drive
San Jose, California
  
95131
(Address of Principal Executive Offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code:  (408) 435-0800
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
None
 
Securities registered pursuant to Section 12(g) of the Act:
 
Common Stock
 
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
 
Indicate by check mark if disclosures of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨
 

 
The aggregate market value of voting stock held by non-affiliates of the Registrant, based on the closing price of the Common Stock on November 9, 2002 as reported by the Nasdaq National Market was approximately $245,492,000.
 
As of November 9, 2002 the Registrant had outstanding 25,759,908 shares of Common Stock.
 
DOCUMENTS INCORPORATED BY REFERENCE:
 
Parts of the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held December 11, 2002 are incorporated by reference in Part III.

 
EXPLANATORY NOTE
 
This amendment to Pericom Semiconductor Corporation’s Annual Report on Form 10-K for the year ended June 29, 2002, which was filed with the Securities and Exchange Commission on September 27, 2002, is being filed to amend the disclosure required pursuant to Item 405 of Regulation S-K which was included in the Registrant’s definitive Proxy Statement on Schedule 14A under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” and incorporated by reference in Part III, Item 10 of the Form 10-K. No other changes have been made to Part III, Item 10. The remainder of the Form 10-K remains as previously filed.
 
PART III
 
ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
Section 16(a) Beneficial Ownership Reporting Compliance
 
Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file an initial report of ownership on Form 3 and changes in ownership on Form 4 or 5 with the SEC and The Nasdaq Stock Market. Such officers, directors and ten-percent stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.
 
Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons that no Forms 5 were required for such persons, the Company believes that its executive officers, directors and ten-percent stockholders complied with all Section 16(a) filing requirements applicable to them except as follows: Alex Chi-Ming Hui filed one late Form 5 for one stock option grant in fiscal year 2002; Chi-Hung (John) Hui filed one late Form 5 for one stock option grant in fiscal year 2002; Michael D. Craighead filed one late Form 5 for three stock option grant cancellations in fiscal year 2001 and one late Form 5 for three stock option grants in fiscal year 2002; Tat C. Choi filed one late Form 5 for one stock option grant in fiscal year 2002; Patrick B. Brennan filed one late Form 5 for four stock option grant cancellations in fiscal year 2001 and one late Form 5 for four stock option grants in fiscal year 2002; Gerald V. Beemiller filed one late Form 5 for two stock option grant cancellations in fiscal year 2001 and one late Form 5 for four stock option grants in fiscal year 2002.

 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
PERICOM SEMICONDUCTOR CORPORATION
By:
  
/s/    ALEX C. HUI
   
Alex C. Hui
Chief Executive Officer, President and Chairman of the Board of Directors
Date:  November 27, 2002
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Signature
   
Title
  
Date
/s/    ALEX C. HUI        
Alex C. Hui
   
Chief Executive Officer, President and
Chairman of the Board of Directors
(Principal Executive Officer)
  
November 27, 2002
/s/    MICHAEL D. CRAIGHEAD        
Michael D. Craighead
   
Vice President, Finance & Administration
(Principal Financial Officer and Accounting Officer)
  
November 27, 2002
/s/    JOHN CHI-HUNG HUI        
John Chi-Hung Hui
   
Vice President, Technology and Director
  
November 27, 2002
/s/    JEFFREY YOUNG        
Jeffrey Young
   
Director
  
November 27, 2002
/s/    TAY THIAM SONG        
Tay Thiam Song
   
Director
  
November 27, 2002
/s/    MILLARD PHELPS        
Millard Phelps
   
Director
  
November 27, 2002
/s/    HAU L. LEE        
Hau L. Lee
   
Director
  
November 27, 2002

 
CERTIFICATION
 
I, Alex C. Hui, certify that:
 
 
1.
 
I have reviewed this amendment to the annual report on Form 10-K/A of Pericom Semiconductor Corporation; and
 
 
2.
 
Based on my knowledge, this amendment to the annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this amendment to the annual report.
 
By:
  
/s/    ALEX C. HUI
   
Alex C. Hui
Chief Executive Officer
 
Date:  November 27, 2002

 
CERTIFICATION
 
I, Michael D. Craighead, certify that:
 
 
1.
 
I have reviewed this amendment to the annual report on Form 10-K/A of Pericom Semiconductor Corporation; and
 
 
2.
 
Based on my knowledge, this amendment to the annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this amendment to the annual report.
 
By:
  
/s/    MICHAEL D. CRAIGHEAD
   
Michael D. Craighead
Chief Financial Officer
 
Date:  November 27, 2002
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