UNITED
STATES
|
||
SECURITIES
AND EXCHANGE COMMISSION
|
||
Washington,
D.C. 20549
|
||
|
||
FORM
10-K
|
||
(Mark
One)
|
||
x
Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
|
||
For
the fiscal year ended: January 28, 2006
|
||
OR
|
||
o
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 000-15116
|
||
SIGMA
DESIGNS, INC.
|
||
(Exact
name of Registrant as specified in its
charter)
|
California
|
94-2848099
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification Number)
|
|
1221
California Circle Milpitas, California
|
95035
|
|
(Address
of principal executive offices)
|
(Zip
code)
|
Registrant’s
telephone number, including area code: (408)
262-9003
|
||
Securities
registered pursuant to Section 12(b) of the Act:
None
|
||
Securities
registered pursuant to Section 12(g) of the Act:
Common Stock
(Title
of Class)
|
||
|
PART
I
|
Page
No
|
Item
1. Business
|
2
|
Item
1A. Certain Factors Affecting Business, Operating Results, and Financial
Condition
|
11
|
Item
1B. Unresolved Staff Comments
|
20
|
Item
2. Properties
|
20
|
Item
3. Legal Proceedings
|
20
|
Item
4. Submission of Matters to a Vote of Security Holders
|
21
|
PART
II
|
|
Item
5. Market for the Registrant's Common Equity and Related Stockholder
Matters
|
22
|
Item
6. Selected Financial Data
|
22
|
Item
7. Management's Discussion and Analysis of Financial Condition and
Results
of Operations
|
23
|
Item
7A. Quantitative and Qualitative Disclosures About Market Risk
|
40
|
Item
8. Consolidated Financial Statements and Supplementary Data
|
40
|
Item
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
|
40
|
Item
9A. Controls and Procedures
|
40
|
Item
9B. Other Matters
|
45
|
PART
III
|
|
Item
10. Directors and Executive Officers of the Registrant
|
45
|
Item
11. Executive Compensation
|
45
|
Item
12. Security Ownership of Certain Beneficial Owners and Management
and
Related Stockholder Matters
|
45
|
Item
13. Certain Relationships and Related Transactions
|
46
|
Item
14. Principal Accounting Fees and Services
|
46
|
PART
IV
|
|
Item
15. Exhibits, Financial Statement Schedules
|
46
|
Signatures
|
47
|
·
|
Digital
video decoding including MPEG-1, -2 and -4 H.264 and
WMV9;
|
·
|
Digital
audio decoding including MPEG-1, -2 and proprietary formats, including
Dolby® Digital and Windows® Media Audio (WMA);
|
·
|
Advanced
scene composition including advanced video scaling, adaptive
deinterlacing, adaptive flicker filtering and prioritized alpha mixing;
|
·
|
Secure
media processing for effectively protecting content and processing
DRM
algorithms, transport handling and conditional
access;
|
·
|
Software
clients for VOD and IP multicast and navigation software for DVD-video,
DVD-audio, SVCD, VCD, CD and HDD playback;
and
|
·
|
Standard-definition
(SD) and high-definition (HD) solutions that share a common hardware
and
software architecture.
|
·
|
The
EM8400 series provides MPEG-4, -2 and -1 video and audio decoding
for
broadband interactive set-top boxes, including companies such as
Fujitsu-Siemens, Acer and Samsung. The EM8400 Series represents one
of the
first MPEG-4 silicon solutions for the set-top box
market.
|
·
|
The
EM8500 series is the first solution for DVD players, portable media
players and video endpoints to support MPEG-4 and DivX™. It is also the
first to feature high-quality scaling to HDTV resolutions and support
for
DVI/HDCP. The unique features of the EM8500 series enabled the
availability of networked DVD players and low-cost video endpoints,
such
as digital media adaptors and broadband network devices.
|
·
|
The
EM8610 series represents the first HDTV decoder silicon solutions
to also
support MPEG-4 and IP video streaming. Designed for HDTVs and advanced
set-top boxes, it also offers advanced audio and video processing
and
progressive DVD playback. The software-compatible EM8610L series
addresses
the more cost-sensitive SDTV and video endpoint markets.
|
·
|
The
EM8620L series represents the first HD WMV9 decoder silicon solution
and
also supports DVD and HD MPEG-4/-2 decoding. Designed for video endpoints,
such as digital media adaptors and broadband IP video set-top boxes,
DVD
receivers and advanced DVD players, the EM8620L series offers advanced
audio and video processing.
|
·
|
The
SMP8630 series is one of the first chips to offer integrated support
for
H.264, WMV9, and MPEG decoding in a single system-on-chip solution.
It is
designed for IPTV set-top boxes, high-definition DVD players, HDTV
television, and DMAs.
|
·
|
The
NetStream 4000 and 2000TV are PC add-in cards featuring high-performance
MPEG-4 and -2 decoding, bringing streaming video to most PC-based
systems.
|
·
|
The
REALmagic Xcard™ is a desktop PC add-in solution that plugs into a
standard PCI slot, providing high quality DVD, MPEG-4 and DivX™ Video
playback onto a standard TV or HDTV.
|
Name
|
Age
|
Position
|
Thinh
Q. Tran
|
53
|
Chairman
of the Board, President, and Chief Executive Officer
|
Silvio
Perich
|
58
|
Senior
Vice President, Worldwide Sales
|
Jacques
Martinella
|
50
|
Vice
President, Engineering
|
Kenneth
Lowe
|
50
|
Vice
President, Strategic Marketing
|
Kit
Tsui
|
57
|
Chief
Financial Officer, and Secretary
|
·
|
new
product introductions by us and our competitors;
|
·
|
changes
in our pricing models and product sales mix;
|
·
|
unexpected
reductions in unit sales, average selling prices and gross margins,
particularly if they occur
precipitously;
|
·
|
expenses
related to compliance with Section 404 of the Sarbanes-Oxley Act
of
2002;
|
·
|
market
acceptance of the technology embodied in our products generally and
our
products in particular;
|
·
|
the
level of acceptance of our products by our OEM customers, and acceptance
of our OEM customers’ products by their end user
customers;
|
·
|
shifts
in demand for the technology embodied in our products generally and
our
products in particular and those of our
competitors;
|
·
|
the
loss of one or more significant
customers;
|
·
|
the
timing of, and potential unexpected delays in, our customer orders
and
product shipments;
|
·
|
inventory
obsolescence;
|
·
|
write-downs
of accounts receivable;
|
·
|
an
interrupted or inadequate supply of semiconductor chips or other
materials
included in our products;
|
·
|
technical
problems in the development, ramp up, and manufacturing of products
which
could cause shipping delays;
|
·
|
availability
of third-party manufacturing capacity for production of certain products;
and
|
·
|
the
impact of potential economic instability in the Asia-Pacific
region.
|
·
|
Analog
Devices;
|
·
|
ATI
Technologies;
|
·
|
Broadcom;
|
·
|
Conexant
Systems;
|
·
|
ESS
Technology;
|
·
|
LSI
Logic/C-Cube;
|
·
|
Mediatek;
|
·
|
Philips;
|
·
|
Pixelworks;
|
·
|
STMicroelectronics;
|
·
|
Texas
Instruments; and
|
·
|
Zoran
Corporation.
|
·
|
the
potential disruption of our ongoing
business,
|
·
|
unexpected
costs or incurring unknown
liabilities,
|
·
|
the
diversion of management resources from other business concerns while
involved in integrating new businesses, technologies or
products,
|
·
|
the
inability to retain the employees of the acquired
businesses,
|
·
|
difficulties
relating to integrating the operations and personnel of the acquired
businesses,
|
·
|
adverse
effects on the existing customer relationships of acquired
companies,
|
·
|
adverse
effects associated with entering into markets and acquiring technologies
in areas in which we have little experience,
and
|
·
|
acquired
intangible assets becoming impaired as a result of technological
advancements, or worse-than-expected performance of the acquired
company.
|
·
|
compatibility
with emerging standards and multiple platforms;
and
|
·
|
improvements
to our silicon architecture.
|
·
|
the
absence of adequate capacity;
|
·
|
the
unavailability of, or interruptions in access to, certain process
technologies; and
|
·
|
reduced
control over delivery schedules, manufacturing yields and
costs.
|
·
|
our
announcement of the introduction of new
products;
|
·
|
our
competitors’ announcements of the introduction of new products;
and
|
·
|
market
conditions in the technology, entertainment and emerging growth company
sectors.
|
Fiscal
2006
|
Fiscal
2005
|
|||||||
High
|
Low
|
High
|
Low
|
|||||
First
fiscal quarter
|
$12.45
|
$7.49
|
$8.95
|
$5.77
|
||||
Second
fiscal quarter
|
8.94
|
6.31
|
9.57
|
4.75
|
||||
Third
fiscal quarter
|
12.50
|
7.70
|
9.84
|
5.35
|
||||
Fourth
fiscal quarter
|
17.05
|
10.74
|
10.30
|
6.81
|
Fiscal
Year ended
|
||||||||||||||
January
28,
|
January
29,
|
January
31,
|
February
01,
|
February
02,
|
||||||||||
2006
|
2005
|
2004
|
2003
|
2002
|
||||||||||
(In
thousands, except per share data)
|
||||||||||||||
Net
Revenues
|
$33,320
|
$31,437
|
$30,520
|
$18,139
|
$13,437
|
|||||||||
Net
income (loss)
|
1,884
|
1,840
|
1,543
|
(6,057)
|
(10,392)
|
|||||||||
Diluted
net income (loss) per share
|
0.08
|
0.08
|
0.07
|
(0.37)
|
(0.64)
|
|||||||||
Working
capital
|
31,325
|
23,998
|
23,868
|
4,459
|
10,475
|
|||||||||
Total
assets
|
39,959
|
34,937
|
29,792
|
21,417
|
26,274
|
|||||||||
Shareholders’
equity
|
33,915
|
29,112
|
26,022
|
5,802
|
11,466
|
Fiscal
2006
|
Fiscal
2005
|
Fiscal
2004
|
||||||||
Net
Revenues
|
$
|
33,320
|
$
|
31,437
|
$
|
30,520
|
||||
Cost
of revenues
|
(11,552
|
)
|
(9,527
|
)
|
(11,705
|
)
|
||||
Gross
margin
|
21,768
|
21,910
|
18,815
|
|||||||
Operating
expenses
|
(23,248
|
)
|
(20,661
|
)
|
(17,301
|
)
|
||||
Income
(loss) from operations
|
(1,480
|
)
|
1,249
|
1,514
|
||||||
Gain
on sales of long-term investment
|
2,549
|
-
|
-
|
|||||||
Interest
income and other income, net
|
823
|
595
|
38
|
|||||||
Provision
for income taxes
|
(8
|
)
|
(4
|
)
|
(9
|
)
|
||||
Net
income
|
$
|
1,884
|
$
|
1,840
|
$
|
1,543
|
Fiscal
2006
|
Fiscal
2005
|
Fiscal
2004
|
||||||||
Net
revenues
|
100%
|
|
100%
|
|
100%
|
|
||||
Cost
of revenue
|
(35)%
|
|
(30)%
|
|
(38)%
|
|
||||
Gross
profit
|
65%
|
|
70%
|
|
62%
|
|
||||
Operating
expenses:
|
||||||||||
Research
and development
|
(42)%
|
|
(37)%
|
|
(33)%
|
|
||||
Sales
and marketing
|
(15)%
|
|
(15)%
|
|
(16)%
|
|
||||
General
and administrative
|
(12)%
|
|
(14)%
|
|
(8)%
|
|
||||
Gain on sales of long-term investment | 8% | - | - | |||||||
Interest
income (expense) and other income (loss), net
|
2%
|
|
2%
|
|
-
|
|||||
NET
INCOME
|
6%
|
|
6%
|
|
5%
|
|
Fiscal
2006
|
Fiscal
2005
|
Fiscal
2004
|
|||||||||||||||||
Chipsets
|
$
|
28,198
|
85%
|
|
$
|
26,380
|
84%
|
|
$
|
25,880
|
85%
|
|
|||||||
Boards
|
3,514
|
10%
|
|
3,280
|
10%
|
|
3,231
|
10%
|
|
||||||||||
Other
|
1,608
|
5%
|
|
1,777
|
6%
|
|
1,409
|
5%
|
|
||||||||||
TOTAL
NET REVENUES
|
$
|
33,320
|
$
|
31,437
|
$
|
30,520
|
Fiscal
2006
|
Fiscal
2005
|
Fiscal
2004
|
|||||||||||||||||
IP
video technology market
|
$
|
19,170
|
58%
|
|
$
|
18,063
|
58%
|
|
$
|
15,068
|
50%
|
|
|||||||
Connected
media player market
|
11,227
|
34%
|
|
10,379
|
33%
|
|
11,690
|
38%
|
|
||||||||||
HDTV
product market
|
797
|
2%
|
|
362
|
1%
|
|
94
|
0%
|
|
||||||||||
PC
add-in and other markets
|
2,126
|
6%
|
|
2,633
|
8%
|
|
3,668
|
12%
|
|
||||||||||
TOTAL
NET REVENUES
|
$
|
33,320
|
$
|
31,437
|
$
|
30,520
|
Fiscal
2006
|
Fiscal
2005
|
Fiscal
2004
|
|||||||||||||||||
Asia
|
$
|
27,293
|
82%
|
|
$
|
20,571
|
65%
|
|
$
|
19,816
|
65%
|
|
|||||||
North
America
|
3,944
|
12%
|
|
4,401
|
14%
|
|
4,190
|
14%
|
|
||||||||||
Europe
|
2,081
|
6%
|
|
6,462
|
21%
|
|
6,502
|
21%
|
|
||||||||||
Other
regions
|
2
|
-%
|
|
3
|
-%
|
|
12
|
-%
|
|
||||||||||
TOTAL
NET REVENUES
|
$
|
33,320
|
$
|
31,437
|
$
|
30,520
|
Fiscal
2006
|
Fiscal
2005
|
Fiscal
2004
|
|||
Korea
|
26%
|
16%
|
11%
|
||
China
|
21%
|
21%
|
12%
|
||
Taiwan
|
14%
|
17%
|
22%
|
Customers
|
Regions
|
Fiscal
2006
|
Fiscal
2005
|
Fiscal
2004
|
A
|
Asia
|
25%
|
15%
|
*
|
B
|
Europe
|
Less
than 1% **
|
14%
|
*
|
*
|
No
single customer accounted more than 10% of our total net
revenues
|
** |
Customer
B was acquired by a U.S. Corporation and undergoing the acquisition
process in fiscal 2006. We believe we will continue to receive orders
from
the U.S. Corporation after the acquisition completed.
|
Fiscal
2006
|
Change
|
Fiscal
2005
|
Change
|
Fiscal
2004
|
||||||||||||
(in
thousands)
|
||||||||||||||||
Research
& development expense
|
$
|
14,041
|
21%
|
|
$
|
11,648
|
16%
|
|
$
|
10,000
|
||||||
Sales
and marketing expenses
|
5,076
|
6%
|
|
4,804
|
0%
|
|
4,802
|
|||||||||
General
& administrative expenses
|
4,131
|
(2)%
|
|
4,209
|
68%
|
|
2,499
|
Contractual
Obligations:
|
Payments
Due by Period
|
|||||||||||||||
1
year or less
|
1
- 3 years
|
3
- 5 years
|
5
years or more
|
Total
|
||||||||||||
Operating
Leases
|
$
|
798
|
$
|
654
|
$
|
144
|
$
|
156
|
$
|
1,752
|
||||||
Term
Loan
|
211
|
233
|
-
|
-
|
444
|
|||||||||||
Non-cancelable
purchase orders
|
4,277
|
-
|
-
|
-
|
4,277
|
|||||||||||
$
|
5,286
|
$
|
887
|
$
|
144
|
$
|
156
|
$
|
6,473
|
·
|
The
Company’s personnel who are responsible for performing and overseeing the
period-end financial closing and reporting process lack the understanding
of generally accepted accounting principles (GAAP) and SEC reporting
matters for their assigned duties, and consequently the Company’s process
to determine and monitor compliance with GAAP and SEC reporting matters
is
not operating effectively. In addition, the Company has not designed
and
implemented appropriate controls to ensure that financial information
(both routine and non-routine) is adequately analyzed and reviewed
to
detect misstatements. For example, the Company did not adequately analyze
all incurred direct costs totaling approximately $276,000 associated
with
the acquisition of Blue7 Communications. The Company recorded an
audit
adjustment of approximately $276,000 reclassifying the direct costs
from
expense as part of the acquisition cost.
|
·
|
The
Company’s personnel who are responsible for performing and overseeing the
period-end financial closing and reporting process lack the understanding
of generally accepted accounting principles (GAAP) and SEC reporting
matters for their assigned duties, and consequently the Company’s process
to determine and monitor compliance with GAAP and SEC reporting matters
is
not operating effectively. In addition, the Company has not designed
and
implemented appropriate controls to ensure that financial information
(both routine and non-routine) is adequately analyzed and reviewed
to
detect misstatements. For example, the Company did not appropriately
account for the direct costs incurred in connection with the acquisition
of Blue7 Communications totaling approximately
$276,000.
|
(a)
|
The
following documents are filed as part of this Annual Report on Form
10-K:
|
1.
|
Consolidated
Financial Statements
|
Financial
Statement
|
Page
|
|
Report
of Independent Registered Public Accounting Firm (Grant Thornton
LLP)
|
F-1
|
|
Report
of Independent Registered Public Accounting Firm (Deloitte & Touche
LLP)
|
F-2
|
|
Consolidated
Balance Sheets
|
F-3
|
|
Consolidated
Statements of Operations
|
F-4
|
|
Consolidated
Statements of Shareholders’ Equity and Comprehensive Income
|
F-5
|
|
Consolidated
Statements of Cash Flows
|
F-6
|
|
Notes
to Consolidated Financial Statements
|
F-8
|
2.
|
Consolidated
Financial Statements Schedules
|
Schedule
II—Valuation and Qualifying Accounts and Reserves
|
S-1
|
(b) |
Exhibits
|
Signature
|
Title |
Date
|
|||
/s/
Thinh Q. Tran
|
Chairman
of the Board, President, and Chief Executive
|
May
8, 2006
|
|||
Thinh
Q. Tran
|
Officer (Principal Executive Officer) | ||||
|
|||||
/s/
Kit Tsui
|
Chief
Financial Officer and Secretary (Principal Financial
|
May
8, 2006
|
|||
Kit
Tsui
|
and
Accounting Officer)
|
||||
/s/
William J. Almon
|
Director
|
May
8, 2006
|
|||
William
J. Almon
|
|||||
/s/
Julien Nguyen
|
Director
|
May
8, 2006
|
|||
Julien
Nguyen
|
|||||
/s/
Lung C. Tsai
|
Director
|
May
8, 2006
|
|||
Lung
C. Tsai
|
ASSETS
|
January
28, 2006
|
January
29, 2005
|
|||||
CURRENT
ASSETS:
|
|||||||
Cash
and cash equivalents
|
$
|
16,827
|
$
|
10,250
|
|||
Short-term
investments
|
9,525
|
8,529
|
|||||
Accounts
receivable (net of allowances of $1,491 in 2006, and $1,460 in
2005)
|
4,951
|
6,417
|
|||||
Note
receivable - related party (note 14)
|
900
|
-
|
|||||
Inventories
|
3,830
|
3,675
|
|||||
Prepaid
expenses and other current assets
|
1,001
|
764
|
|||||
Total
current assets
|
37,034
|
29,635
|
|||||
EQUIPMENT
AND LEASEHOLD IMPROVEMENTS - net
|
1,474
|
1,756
|
|||||
LONG-TERM
INVESTMENTS
|
1,282
|
3,313
|
|||||
OTHER
NON- CURRENT ASSETS
|
169
|
233
|
|||||
TOTAL
ASSETS
|
$
|
39,959
|
$
|
34,937
|
|||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
|||||||
CURRENT
LIABILITIES:
|
|||||||
Accounts
payable
|
$
|
3,467
|
$
|
3,540
|
|||
Accrued
liabilities and other
|
2,031
|
2,097
|
|||||
Current
portion of bank term loan
|
211
|
-
|
|||||
Total
current liabilities
|
5,709
|
5,637
|
|||||
BANK
TERM LOAN
|
233
|
-
|
|||||
OTHER
LONG - TERM LIABILITIES
|
102
|
188
|
|||||
Total
Liabilities
|
6,044
|
5,825
|
|||||
COMMITMENTS
AND CONTINGENCIES (Note 7)
|
|
|
|||||
SHAREHOLDERS’
EQUITY:
|
|||||||
Common
stock - no par value: 35,000,000 shares authorized;
|
|||||||
shares
outstanding: 2006, 21,945,874; 2005, 21,038,962
|
91,131
|
88,207
|
|||||
Accumulated
other comprehensive income
|
23
|
28
|
|||||
Accumulated
deficit
|
(57,239
|
)
|
(59,123
|
)
|
|||
Total
shareholders’ equity
|
33,915
|
29,112
|
|||||
TOTAL
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$
|
39,959
|
$
|
34,937
|
The
accompanying notes are an integral part of these financial
statements
|
Year
Ended
|
||||||||||
January
28, 2006
|
January
29, 2005
|
January
31, 2004
|
||||||||
NET
REVENUES
|
$
|
33,320
|
$
|
31,437
|
$
|
30,520
|
||||
COST
OF REVENUES
|
11,552
|
9,527
|
11,705
|
|||||||
GROSS
PROFIT
|
21,768
|
21,910
|
18,815
|
|||||||
OPERATING
EXPENSES:
|
||||||||||
Research
and development
|
14,041
|
11,648
|
10,000
|
|||||||
Sales
and marketing
|
5,076
|
4,804
|
4,802
|
|||||||
General
and administrative
|
4,131
|
4,209
|
2,499
|
|||||||
Operating
expenses
|
23,248
|
20,661
|
17,301
|
|||||||
INCOME
(LOSS) FROM OPERATIONS
|
(1,480
|
)
|
1,249
|
1,514
|
||||||
Gain
on sales of long-term investments
|
2,549
|
-
|
-
|
|||||||
Interest
income and other income, net
|
823
|
595
|
38
|
|||||||
INCOME
BEFORE INCOME TAXES
|
1,892
|
1,844
|
1,552
|
|||||||
PROVISION
FOR INCOME TAXES
|
8
|
4
|
9
|
|||||||
NET
INCOME
|
$
|
1,884
|
$
|
1,840
|
$
|
1,543
|
||||
NET
INCOME PER SHARE:
|
||||||||||
Basic
|
$
|
0.09
|
$
|
0.09
|
$
|
0.08
|
||||
Diluted
|
$
|
0.08
|
$
|
0.08
|
$
|
0.07
|
||||
SHARES
USED IN COMPUTATION:
|
||||||||||
Basic
|
21,412
|
20,809
|
19,437
|
|||||||
Diluted
|
23,667
|
23,529
|
22,390
|
The
accompanying notes are an integral part of these financial
statements
|
Common
Stock
|
Accumulated
Other Comprehensive
|
Accumulated
|
Total
Comprehensive
|
||||||||||||||||
Shares
|
Amount
|
Income
|
Deficit
|
Total
|
Income
|
||||||||||||||
Balances,
February 1, 2003
|
16,642,571
|
$
|
68,295
|
$
|
13
|
$
|
(62,506
|
)
|
$
|
5,802
|
|||||||||
Net
income
|
-
|
-
|
-
|
1,543
|
1,543
|
$
|
1,543
|
||||||||||||
Accumulated
translation adjustment
|
-
|
-
|
24
|
-
|
24
|
24
|
|||||||||||||
Comprehensive
income
|
|
$
|
1,567
|
||||||||||||||||
Issuance
of common stock
|
|||||||||||||||||||
net
of issuance cost of $666
|
3,056,644
|
16,301
|
-
|
-
|
16,301
|
||||||||||||||
Common
stock issued under stock plans
|
938,780
|
2,352
|
-
|
-
|
2,352
|
||||||||||||||
Balance,
January 31, 2004
|
20,637,995
|
86,948
|
37
|
(60,963
|
)
|
26,022
|
|||||||||||||
Net
income
|
-
|
-
|
-
|
1,840
|
1,840
|
$
|
1,840
|
||||||||||||
Unrealized
loss on investments
|
-
|
-
|
(24
|
)
|
-
|
(24
|
)
|
(24
|
)
|
||||||||||
Accumulated
translation adjustment
|
-
|
-
|
15
|
-
|
15
|
15
|
|||||||||||||
Comprehensive
income
|
$
|
1,831
|
|||||||||||||||||
Common
stock issued under stock plans
|
400,967
|
1,259
|
-
|
-
|
1,259
|
||||||||||||||
Balance,
January 29, 2005
|
21,038,962
|
88,207
|
28
|
(59,123
|
)
|
29,112
|
|||||||||||||
Net
income
|
-
|
-
|
-
|
1,884
|
1,884
|
$
|
1,884
|
||||||||||||
Unrealized
gain on investments
|
-
|
-
|
4
|
-
|
4
|
4
|
|||||||||||||
Accumulated
translation adjustment
|
-
|
-
|
(9
|
)
|
-
|
(9
|
)
|
(9
|
)
|
||||||||||
Comprehensive
income
|
$
|
1,879
|
|||||||||||||||||
Common
stock issued under stock plans
|
906,912
|
2,924
|
-
|
-
|
2,924
|
||||||||||||||
Balance,
January 28, 2006
|
21,945,874
|
$
|
91,131
|
$
|
23
|
$
|
(57,239
|
)
|
$
|
33,915
|
The
accompanying notes are an integral part of these financial
statements
|
Year
Ended
|
||||||||||
January
28,
2006
|
January
29,
2005
|
January
31,
2004
|
||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||
Net
income
|
$
|
1,884
|
$
|
1,840
|
$
|
1,543
|
||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|
|||||||||
Depreciation
and amortization
|
938
|
492
|
572
|
|||||||
Provision
for inventory valuation
|
29
|
230
|
647
|
|||||||
Provision
(reversal) for bad debts and sales returns
|
31
|
595
|
(186
|
)
|
||||||
Gain
on sales of long-term investments
|
(2,580
|
)
|
-
|
-
|
||||||
Loss
on disposal of assets
|
43
|
7
|
8
|
|||||||
Investment
impairment charge
|
31
|
-
|
-
|
|||||||
Accretion
of contributed leasehold improvements
|
(81
|
)
|
(85
|
)
|
(83
|
)
|
||||
Changes
in operating assets and liabilities:
|
|
|||||||||
Accounts
receivable
|
1,435
|
(1,729
|
)
|
(731
|
)
|
|||||
Inventories
|
(184
|
)
|
(1,291
|
)
|
(789
|
)
|
||||
Prepaid
expenses and other current assets
|
(175
|
)
|
(246
|
)
|
(342
|
)
|
||||
Other
non-current assets
|
64
|
-
|
-
|
|||||||
Accounts
payable
|
(73
|
)
|
1,874
|
164
|
||||||
Accrued
liabilities and other
|
(66
|
)
|
270
|
184
|
||||||
Net
cash provided by operating activities
|
1,296
|
1,957
|
987
|
|||||||
|
||||||||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|||||||||
Purchase
of equipment
|
(699
|
)
|
(1,226
|
)
|
(265
|
)
|
||||
Purchases
of short-term investments
|
(42,221
|
)
|
(20,153
|
)
|
-
|
|||||
Maturity
of short-term investments
|
41,225
|
11,600
|
-
|
|||||||
Net
proceeds (purchases of) from long-term investments
|
4,580
|
(2,000
|
)
|
(1,313
|
)
|
|||||
Issuance
of short-term promissory notes
|
(900
|
)
|
-
|
-
|
||||||
Other
non-current assets
|
-
|
(29
|
)
|
243
|
||||||
Net
cash provided by (used in) investing activities
|
1,985
|
(11,808
|
)
|
(1,335
|
)
|
|||||
|
|
|
||||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|||||||
Bank
borrowings
|
600
|
-
|
-
|
|||||||
Repayment
of bank borrowings
|
(156
|
)
|
-
|
-
|
||||||
Net
proceeds from sale of common stock
|
2,924
|
1,259
|
18,653
|
|||||||
Costs
related to registration of private offering of common stock
|
(63
|
)
|
(130
|
)
|
-
|
|||||
Repayment
of capital lease obligations
|
-
|
(5
|
)
|
(122
|
)
|
|||||
Net
cash provided by financing activities
|
3,305
|
1,124
|
18,531
|
|||||||
Effect
of exchange rates changes on cash
|
(9
|
)
|
15
|
24
|
||||||
INCREASE
(DECREASE) IN CASH AND CASH EQUIVALENTS
|
6,577
|
(8,712
|
)
|
18,207
|
||||||
CASH
AND CASH EQUIVALENTS:
|
||||||||||
Beginning
of year
|
10,250
|
18,962
|
755
|
|||||||
End
of year
|
$
|
16,827
|
$
|
10,250
|
$
|
18,962
|
(Continued)
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||||
CASH
PAID FOR INTEREST
|
$
|
45
|
$
|
4
|
$
|
131
|
||||
CASH
PAID FOR INCOME TAXES
|
$
|
9
|
$
|
15
|
$
|
3
|
||||
NONCASH
INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|||||||
Restricted
cash balance offset against line of credit borrowings
|
-
|
-
|
$
|
12,000
|
The
accompanying notes are an integral part of these financial
statements.
|
1. |
NATURE
OF OPERATIONS AND SIGNIFICANT ACCOUNTING
POLICIES
|
Years
Ended
|
|||
January
28,
2006
|
January
29,
2005
|
January
31,
2004
|
|
Stock
Option Plans:
|
|||
Risk
free interest rate
|
4.31%
|
2.61%
|
3.00%
|
Expected
volatility
|
60%
|
76%
|
103%
|
Expected
life after vesting (in years)
|
1.4
|
1.4
|
1.7
|
Expected
dividends
|
-
|
-
|
-
|
Employee
Stock Purchase Plans:
|
|||
Risk
free interest rate
|
3.56%
|
1.37%
|
0.95%
|
Expected
volatility
|
58%
|
68%
|
103%
|
Expected
life (in years)
|
0.5
|
0.5
|
0.5
|
Expected
dividends
|
-
|
-
|
-
|
Years
Ended
|
||||||||||
January
28,
2006
|
January
29,
2005
|
January
31,
2004
|
||||||||
Net
income as reported
|
$
|
1,884
|
$
|
1,840
|
$
|
1,543
|
||||
Deduct:
stock-based employee compensation expense
|
||||||||||
determined
under fair value based method , net of tax
|
(2,123
|
)
|
(1,869
|
)
|
(1,469
|
)
|
||||
Pro
forma net income (loss)
|
$
|
(239
|
)
|
$
|
(29
|
)
|
$
|
74
|
||
Basic
net income (loss) per share:
|
||||||||||
As
reported
|
$
|
0.09
|
$
|
0.09
|
$
|
0.08
|
||||
Pro
forma
|
$
|
(0.01
|
)
|
$
|
0.00
|
$
|
0.00
|
|||
Diluted
net income (loss) per share:
|
||||||||||
As
reported
|
$
|
0.08
|
$
|
0.08
|
$
|
0.07
|
||||
Pro
forma
|
$
|
(0.01
|
)
|
$
|
0.00
|
$
|
0.00
|
2. |
CASH,
CASH EQUIVALENTS AND SHORT-TERM
INVESTMENTS
|
January
28, 2006
|
January
29, 2005
|
||||||||||||||||||
Adjusted
Cost
|
Unrealized
loss
|
Fair
market
value
|
Adjusted
Cost
|
Unrealized
loss
|
Fair
market
value
|
||||||||||||||
Money
market funds
|
$
|
586
|
$
|
-
|
$
|
586
|
$
|
177
|
$
|
-
|
$
|
177
|
|||||||
Certificate
of Deposits
|
399
|
(1
|
)
|
398
|
-
|
-
|
-
|
||||||||||||
Corporate
commercial paper
|
4,095
|
(1
|
)
|
4,094
|
4,883
|
(2
|
)
|
4,882
|
|||||||||||
Corporate
bonds
|
4,300
|
(11
|
)
|
4,289
|
1,305
|
(9
|
)
|
1,296
|
|||||||||||
US
agency discount notes
|
565
|
(1
|
)
|
564
|
4,481
|
(3
|
)
|
4,478
|
|||||||||||
US
agency non callable
|
2,426
|
(6
|
)
|
2,420
|
1,228
|
(10
|
)
|
1,217
|
|||||||||||
Total
cash equivalents and short-term investments
|
$
|
12,371
|
$
|
(20
|
)
|
12,351
|
$
|
12,074
|
$
|
(24
|
)
|
12,050
|
|||||||
Cash
on hand held in the United States
|
13,199
|
6,194
|
|||||||||||||||||
Cash
on hand held overseas
|
802
|
535
|
|||||||||||||||||
Total
cash on hand
|
14,001
|
6,729
|
|||||||||||||||||
$
|
26,352
|
$
|
18,779
|
||||||||||||||||
Reported
as:
|
|||||||||||||||||||
Cash
and cash equivalents
|
$
|
16,827
|
$
|
10,250
|
|||||||||||||||
Short-term
investments
|
9,525
|
8,529
|
|||||||||||||||||
$
|
26,352
|
$
|
18,779
|
January
28, 2006
|
January
29, 2005
|
||||||||||||
Amortized
cost
|
Estimated
market
value
|
Amortized
cost
|
Estimated
market
value
|
||||||||||
Due
in 1 year or less
|
$
|
12,371
|
$
|
12,351
|
$
|
9,851
|
$
|
9,844
|
|||||
Due
in greater than 1 year
|
-
|
-
|
2,223
|
2,206
|
|||||||||
TOTAL
|
$
|
12,371
|
$
|
12,351
|
$
|
12,074
|
$
|
12,050
|
3. |
INVENTORIES
|
January
28,
2006
|
January
29,
2005
|
||||||
Raw
materials
|
$
|
817
|
$
|
1,264
|
|||
Work
in process
|
552
|
251
|
|||||
Finished
goods
|
2,461
|
2,160
|
|||||
TOTAL
|
$
|
3,830
|
$
|
3,675
|
4. |
EQUIPMENT
AND LEASEHOLD IMPROVEMENTS -
NET
|
January
28,
2006
|
January
29,
2005
|
||||||
Computers
and test equipment
|
$
|
2,262
|
$
|
2,799
|
|||
Software
|
1,109
|
1,788
|
|||||
Furniture
and fixtures
|
1,177
|
947
|
|||||
Other
|
122
|
108
|
|||||
Total
|
4,670
|
5,642
|
|||||
Accumulated
depreciation and amortization
|
(3,196
|
)
|
(3,886
|
)
|
|||
TOTAL
|
$
|
1,474
|
$
|
1,756
|
5. |
LONG-TERM
INVESTMENTS
|
January
28,
2006
|
January
29,
2005
|
||||||
OEM
headquartered in Europe
|
$
|
-
|
$
|
2,000
|
|||
Local
early-stage technology company
|
1,000
|
1,000
|
|||||
Local
MPEG-4 system provider
|
263
|
263
|
|||||
Early-stage
technology company, headquartered in China
|
19
|
50
|
|||||
TOTAL
|
$
|
1,282
|
$
|
3,313
|
6.
|
ACCRUED
LIABILITIES
|
January
28,
2006
|
January
29,
2005
|
||||||
Accrued
salaries and benefits
|
$
|
888
|
$
|
851
|
|||
Accrued
royalties
|
147
|
153
|
|||||
Accrued
professional services
|
82
|
412
|
|||||
Customer
deposits
|
77
|
47
|
|||||
Other
accrued liabilities
|
837
|
634
|
|||||
TOTAL
|
$
|
2,031
|
$
|
2,097
|
7. |
PRODUCT
WARRANTY
|
Balance
Beginning of
Period
|
Additions
|
Change
in preexisting warranty
|
Deductions
|
Balance
End of
Period
|
||||||||||||
Fiscal
Years
|
||||||||||||||||
2006
|
$
|
191
|
$
|
155
|
$
|
(15
|
)
|
$
|
(42
|
)
|
$
|
289
|
||||
2005
|
134
|
112
|
(20
|
)
|
(35
|
)
|
191
|
|||||||||
2004
|
66
|
117
|
(26
|
)
|
(23
|
)
|
134
|
8. |
COMMITMENTS
AND CONTINGENCIES
|
Fiscal
Years
|
Operating
Leases
|
|||
2007
|
$
|
798
|
||
2008
|
582
|
|||
2009
|
72
|
|||
2010
|
72
|
|||
2011
|
72
|
|||
Thereafter
|
156
|
|||
TOTAL
MINIMUM LEASE PAYMENTS
|
$
|
1,752
|
9. |
CURRENT
AND LONG-TERM DEBT
|
Maturities
|
Loan
Payment
|
|||
Less
than one year
|
$
|
211
|
||
Second
year
|
233
|
|||
Total
|
$
|
444
|
10. |
NET
INCOME PER SHARE
|
|
Fiscal
Year
|
|||||||||
2006
|
2005
|
2004
|
||||||||
Numerator:
|
|
|
|
|||||||
Net
income available to common shareholders,
|
||||||||||
Basic
and diluted
|
$
|
1,884
|
$
|
1,840
|
$
|
1,543
|
||||
Denominator:
|
|
|
|
|||||||
Weighted
average common shares outstanding
|
21,412
|
20,809
|
19,437
|
|||||||
Shares
used in computation, basic
|
21,412
|
20,809
|
19,437
|
|||||||
Effect
of dilutive securities:
|
||||||||||
Stock
options
|
2,255
|
2,720
|
2,953
|
|||||||
Shares
used in computation, diluted
|
23,667
|
23,529
|
22,390
|
|||||||
Net
income per share:
|
||||||||||
Basic
|
$
|
0.09
|
$
|
0.09
|
$
|
0.08
|
||||
Diluted
|
$
|
0.08
|
$
|
0.08
|
$
|
0.07
|
|
Years
Ended
|
|||||||||
January
28,
2006
|
January
29,
2005
|
January
31,
2004
|
||||||||
Stock
options
|
2
|
20
|
65
|
11. |
STOCKHOLDERS’
EQUITY
|
Number
of Shares
|
Weighted
Average Exercise Prices Per Share
|
||||||
Balance,
February 1, 2003 (2,824,354 exercisable at a weighted-average price
of
$2.62)
|
4,605,681
|
$2.43
|
|||||
Granted
(weighted-average fair value of $3.51)
|
588,500
|
$4.77
|
|||||
Cancelled
|
(62,792
|
)
|
$2.72
|
||||
Exercised
|
(869,453
|
)
|
$2.35
|
||||
Balance,
January 31, 2004 (2,551,665 exercisable at a weighted-average price
of
$2.65)
|
4,261,936
|
$2.77
|
|||||
Granted
(weighted-average fair value of $2.98)
|
933,500
|
$5.55
|
|||||
Cancelled
|
(28,428
|
)
|
$2.58
|
||||
Exercised
|
(334,169
|
)
|
$2.46
|
||||
Balance,
January 29, 2005(2,853,801 exercisable at a weighted-average price
of
$2.79)
|
4,832,839
|
$3.33
|
|||||
Granted
(weighted-average fair value of $5.26)
|
967,900
|
$10.36
|
|||||
Cancelled
|
(92,679
|
)
|
$5.89
|
||||
Exercised
|
(825,343
|
)
|
$2.89
|
||||
BALANCE,
JANUARY 28, 2006
|
4,882,717
|
$4.75
|
Options
Outstanding
|
Options
Exercisable
|
||||||||
Range
of Exercise Prices
|
Number
Outstanding at January 28, 2006
|
Weighted
Average Remaining Life
|
Weighted
Average Exercise Price
|
Number
Exercisable at January 28, 2006
|
Weighted
Average Exercise Price
|
||||
$1.00
- $1.25
|
471,398
|
5.37
|
$1.22
|
366,233
|
$1.21
|
||||
$1.26
- $1.69
|
441,029
|
6.70
|
$1.69
|
248,281
|
$1.69
|
||||
$1.70
- $2.53
|
831,527
|
1.98
|
$2.32
|
812,026
|
$2.32
|
||||
$2.54
- $3.50
|
874,203
|
4.40
|
$3.25
|
751,277
|
$3.22
|
||||
$3.51
- $4.44
|
160,175
|
4.26
|
$4.26
|
160,175
|
$4.26
|
||||
$4.45
- $6.60
|
1,067,785
|
7.99
|
$5.54
|
369,186
|
$5.60
|
||||
$6.61
- $9.89
|
926,600
|
9.54
|
$9.46
|
37,923
|
$7.75
|
||||
$14.81-
$15.91
|
110,000
|
10.00
|
$15.91
|
-
|
$
-
|
||||
$1.00
- $15.91
|
4,882,717
|
6.17
|
$4.75
|
2,745,101
|
$2.99
|
12. |
INCOME
TAXES
|
Year
ended
|
||||||||||
January
28,
2006
|
January
29,
2005
|
January
31,
2004
|
||||||||
United
States
|
$
|
1,486
|
$
|
259
|
$
|
483
|
||||
International
|
406
|
1,585
|
1,069
|
|||||||
Total
|
$
|
1,892
|
$
|
1,844
|
$
|
1,552
|
Year
ended
|
||||||||||
January
28,
2006
|
January
29,
2005
|
January
31,
2004
|
||||||||
Current
|
||||||||||
Federal
|
$
|
-
|
$
|
-
|
$
|
6
|
||||
State
|
6
|
2
|
3
|
|||||||
Foreign
|
2
|
2
|
-
|
|||||||
Total
Current
|
8
|
4
|
9
|
|||||||
Deferred
|
||||||||||
Federal
|
-
|
-
|
-
|
|||||||
State
|
-
|
-
|
-
|
|||||||
Foreign
|
-
|
-
|
-
|
|||||||
Total
Deferred
|
-
|
-
|
-
|
|||||||
Total
Provision
|
$
|
8
|
$
|
4
|
$
|
9
|
Year
ended
|
|||||||
January
28,
2006
|
January
29,
2005
|
||||||
Deferred
tax assets:
|
|
|
|||||
Net
operating losses and tax credit carry forwards
|
$
|
32,612
|
$
|
30,284
|
|||
Reserves
not currently deductible
|
2,664
|
3,483
|
|||||
Capitalized
research and development expenditures
|
456
|
672
|
|||||
Other
|
692
|
79
|
|||||
|
36,424
|
34,518
|
|||||
Valuation
allowance
|
(36,424
|
)
|
(34,518
|
)
|
|||
|
$
|
-
|
$
|
-
|
Amount
|
Expiration
Years
|
||
Net
operating losses, federal
|
$64,960
|
2009-2026
|
|
Net
operating losses, state
|
7,667
|
2013-2016
|
|
Tax
credits, federal
|
5,700
|
2009-2026
|
|
Tax
credits, state
|
4,415
|
2007-Indefinite
|
|
Net
operating losses, foreign
|
3,793
|
Indefinite
|
|
Tax
credits, foreign
|
258
|
Indefinite
|
2006
|
2005
|
2004
|
||||||||
Computed
at 35%
|
$
|
662
|
$
|
645
|
$
|
543
|
||||
State
taxes
|
(169
|
)
|
8
|
2
|
||||||
Valuation
allowance
|
1,905
|
429
|
2,642
|
|||||||
Foreign
tax benefits
|
175
|
(980
|
)
|
(325
|
)
|
|||||
Domestic
tax credits
|
(1,043
|
)
|
(776
|
)
|
(1,086
|
)
|
||||
Tax
deductible stock compensation
|
(1,508
|
)
|
(512
|
)
|
(1,625
|
)
|
||||
Reduction
in deferred tax assets due to decrease in
|
|
|
||||||||
effective
state tax rate
|
-
|
1,157
|
-
|
|||||||
Other
|
(14
|
)
|
33
|
(142
|
)
|
|||||
TOTAL
|
$
|
8
|
$
|
4
|
$
|
9
|
13. |
MAJOR
CUSTOMERS
|
14. |
RELATED
PARTY TRANSACTIONS
|
15. |
SEGMENT
AND GEOGRAPHICAL
INFORMATION
|
|
Year
ended
|
|||||||||
January
28,
2006
|
January
29,
2005
|
January
31,
2004
|
||||||||
Chipsets
|
$
|
28,198
|
$
|
26,380
|
$
|
25,880
|
||||
Boards
|
3,514
|
3,280
|
3,231
|
|||||||
Other
|
1,608
|
1,777
|
1,409
|
|||||||
TOTAL
NET REVENUES
|
$
|
33,320
|
$
|
31,437
|
$
|
30,520
|
Year
ended
|
||||||||||
|
January
28,
2006
|
January
29,
2005
|
January
31,
2004
|
|||||||
IP
video technology market
|
$
|
19,170
|
$
|
18,063
|
$
|
15,068
|
||||
Connected
media player market
|
11,227
|
10,379
|
11,690
|
|||||||
HDTV
product market
|
797
|
362
|
94
|
|||||||
PC
add-in and other markets
|
2,126
|
2,633
|
3,668
|
|||||||
TOTAL
NET REVENUES
|
$
|
33,320
|
$
|
31,437
|
$
|
30,520
|
Year
ended
|
||||||||||
January
28,
2006
|
January
29,
2005
|
January
31,
2004
|
||||||||
Net
revenues:
|
|
|
|
|||||||
Korea
|
$
|
8,548
|
$
|
5,024
|
$
|
3,375
|
||||
China
|
7,125
|
6,695
|
3,566
|
|||||||
Taiwan
|
4,823
|
5,376
|
6,741
|
|||||||
United
States
|
3,816
|
4,345
|
4,168
|
|||||||
Hong
Kong
|
3,206
|
1,056
|
4,404
|
|||||||
Japan
|
2,859
|
1,954
|
889
|
|||||||
Rest
of Europe
|
1,958
|
1,685
|
2,717
|
|||||||
Rest
of Asia/New Zealand/Other Region
|
734
|
469
|
853
|
|||||||
Canada
|
128
|
56
|
22
|
|||||||
Denmark
|
123
|
4,777
|
3,785
|
|||||||
TOTAL
NET REVENUES*
|
$
|
33,320
|
$
|
31,437
|
$
|
30,520
|
Year
ended
|
||||||||||
January
28,
2006
|
January
29,
2005
|
January
31,
2004
|
||||||||
Long-lived
assets:
|
|
|
|
|||||||
United
States
|
$
|
1,318
|
$
|
1,656
|
$
|
907
|
||||
France
|
152
|
87
|
113
|
|||||||
Hong
Kong
|
4
|
13
|
8
|
|||||||
TOTAL
LONG-LIVED ASSETS
|
$
|
1,474
|
$
|
1,756
|
$
|
1,028
|
16. |
QUARTERLY
FINANCIAL INFORMATION
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
||||||||||
Year
ended January 28, 2006:
|
|
|
|
|
|||||||||
Net
revenues
|
$6,375
|
$7,961
|
$
8,497
|
$10,487
|
|||||||||
Income
(loss) from operations
|
(1,899
|
)
|
38
|
79
|
302
|
||||||||
Net
income (loss)
|
(717
|
)
|
163
|
1,948
|
490
|
||||||||
Net
income (loss) per share:
|
|
|
|
|
|||||||||
Basic
|
$(0.03
|
)
|
$0
|
$0.09
|
$0.02
|
||||||||
Diluted
|
$(0.03
|
)
|
$0
|
$0.08
|
$0.02
|
Year
ended January 29, 2005:
|
|
|
|
|
|||||||||
Net
revenues
|
$7,784
|
$8,088
|
$
7,677
|
$7,888
|
|||||||||
Income
(loss) from operations
|
127
|
783
|
458
|
(119
|
)
|
||||||||
Net
income (loss)
|
163
|
1,169
|
525
|
(17
|
)
|
||||||||
Net
income (loss) per share:
|
|
|
|
|
|||||||||
Basic
|
$0.01
|
$0.05
|
$0.03
|
$0.00
|
|||||||||
Diluted
|
$0.01
|
$0.05
|
$0.02
|
$0.00
|
17. |
SUBSEQUENT
EVENTS
|
Classification
|
Balance
at Beginning of Year
|
Additions:
Provision for (Reversal of) Bad Debts
|
Deductions:
Write-Offs (Recoveries) of Accounts
|
Balance
at
End
of Year
|
|||||||||
(in
thousands)
|
|||||||||||||
Allowance
for returns and doubtful accounts
and
price protection:
Year
ended
|
|||||||||||||
2006
|
$
|
1,460
|
$
|
31
|
$
|
-
|
$
|
1,491
|
|||||
2005
|
935
|
595
|
70
|
1,460
|
|||||||||
2004
|
922
|
(186
|
)
|
(199
|
)
|
935
|
Exhibit
Number
|
Description
|
Filed
Herewith or Incorporated
Herein
by Reference to
|
|
3.1
|
Second
Restated Articles of Incorporation.
|
Incorporated
by reference to exhibit filed with the Registrant’s Registration Statement
on Form S-1 (No. 33-17789) filed October 8, 1987, Amendment No.
1 thereto
filed June 9, 1988 and Amendment No. 2 thereto filed June 14, 1988,
which
Registration Statement became effective June 14, 1988.
|
|
3.2
|
Certificate
of Amendment to the Second Restated Articles of Incorporation dated
June
22, 2001.
|
Incorporated
by reference to exhibit filed with the Registrant’s Registrant's
Registration Statement on Form S-8 (No. 333-64234) filed on June
29,
2001.
|
|
3.6
|
Bylaws
of Registrant, as amended.
|
Incorporated
by reference to exhibit filed with the Registrant’s Annual Report on Form
10-K for the fiscal year ended February 1, 2003.
|
|
4.1
|
Preferred
Stock Rights Agreement, dated as of June 7, 2004, between the Company
and
Mellon Investor Services LLC, as Rights Agent, including the Certificate
of Designation, the form of Rights Certificate and the Summary
of Rights
attached thereto as Exhibit A, B and C, respectively.
|
Incorporated
by reference to exhibit filed with the Registrant’s Current Report on Form
8-K filed on June 7, 2004.
|
|
4.2
|
Registration
Rights Agreement dated June 24, 2003, between the Company and the
investors named therein.
|
Incorporated
by reference to exhibit 4.1 filed with the Registrant’s Form S-3 filed on
July 16, 2003.
|
|
4.3
|
Amendment
No.1 to Registration Rights Agreement dated July 2, 2003 between
the
Company and the investors named therein.
|
Incorporated
by reference to exhibit 4.2 filed with the Registrant’s Form S-3 filed on
July 16, 2003.
|
|
10.1
|
Distribution
Agreement dated September 10, 1985.
|
Incorporated
by reference to exhibit filed with the Registrant’s Registration Statement
on Form S-1 (No. 33-4131) filed on March 19, 1986, Amendment No.
1 thereto
filed April 28, 1986 and Amendment No. 2 thereto filed May 15,
1986, Which
Registration Statement became effective May 15,
1986.
|
10.2*
|
Registrant’s
1986 Employee Stock Purchase Plan, as amended, and form of Subscription
Agreement.
|
Incorporated
by reference to exhibit filed with the Registrant’s Registration Statement
on Form S-8 (No. 333-61549) filed on August 14, 1998.
|
|
10.4*
|
Registrant’s
Amended and Restated 1994 Stock Plan and form of Stock Option
Agreement.
|
Incorporated
by reference to exhibit filed with the Registrant’s Registration Statement
on Form S-8 (No. 333-86875) filed on September 10,
1999.
|
|
10.5*
|
Registrant’s
1994 Director Stock Option Plan and form of Director Option
Agreement.
|
Incorporated
by reference to exhibit filed with the Registrant’s Registration Statement
on Form S-3 (No. 33-74308) filed on January 28, 1994, Amendment
No. 1
thereto filed February 24, 1994, Amendment No. 2 thereto filed
March 3,
1994, Amendment No. 3 thereto filed March 4, 1994 and Amendment
No. 4
thereto filed March 8, 1994.
|
|
10.6*
|
Registrant’s
2001 Employee Stock Option Plan.
|
Incorporated
by reference to exhibit filed with the Registrant’s Registrant's
Registration Statement on Form S-8 (333-64234) filed on June 29,
2001.
|
|
10.7*
|
Registrant’s
2001 Employee Stock Purchase Plan and Form of Subscription
Agreement.
|
Incorporated
by reference to exhibit filed with the Registrant’s Registrant's
Registration Statement on Form S-8 (333-64234) filed on June 29,
2001.
|
|
10.8
|
Registrant’s
2001 Loan and Security Agreement with Silicon Valley Bank, as
amended.
|
Incorporated
by reference to exhibit filed with the Registrant’s Annual Report on Form
10-K for the fiscal year ended February 2, 2002.
|
|
10.9
|
Lease
between the Registrant and EOP-Industrial Portfolio,
L.L.C.
|
Incorporated
by reference to exhibit filed with the Registrant’s Annual Report on Form
10-K for the fiscal year ended February 1, 2003.
|
|
10.10
|
Amendment
to Registrant’s 2001 Loan and Security Agreement with Silicon Valley Bank.
|
Incorporated
by reference to exhibit filed with the Registrant’s Annual Report on Form
10-K for the fiscal year ended January 31,
2004.
|
10.11
|
Amended
and Restated Schedule to Loan and Security Agreement with Silicon
Valley
Bank
|
Incorporated
by reference to exhibit filed with the Registrant’s Annual Report on Form
10-K for the fiscal year ended January 31, 2004.
|
|
10.12
|
Purchase
of Series B Preferred Stock in Envivio from Sigma Designs,
Inc.
|
Incorporated
by reference to exhibit filed with the Registrant’s Annual Report on Form
10-K for the fiscal year ended January 29, 2005.
|
|
10.13
|
Agreement
and Plan of Merger dated December 13, 2005 by and among the Company,
Blue7
Communications and the other parties named therein.
|
Incorporated
by reference to exhibit filed with the Registrant’s Current Report on Form
8-K filed on December 16, 2005.
|
|
10.14
|
Amendment
No.1 to Agreement and Plan of Merger dated January 9, 2006 by and
among
the Company, Blue7 Communications and the other parties named
therein.
|
Incorporated
by reference to exhibit 2.1 filed with the Registrant’s Current Report on
Form 8-K filed on January 12, 2006.
|
|
21.1
|
Subsidiaries
of the Registrant.
|
Incorporated
by reference to exhibit filed with the Registrant’s Annual Report on Form
10-K for the fiscal year ended January 31, 2004.
|
|
23.1
|
Consent
of Independent Registered Public Accounting Firm (Grant Thornton
LLP)
|
Filed
herewith as page E-5
|
|
23.2
|
Consent
of Independent Registered Public Accounting Firm (Deloitte & Touche
LLP)
|
Filed
herewith as page E-6
|
|
24.1
|
Power
of Attorney (contained in the signature page to this Annual Report
on Form
10-K).
|
Filed
herewith as page 47
|
|
31.1
|
Certification
of the President and Chief Executive Officer pursuant to Securities
Exchange Act Rules 13a-14(c) and 15d-14(a).
|
Filed
herewith as page E-7
|
|
31.2
|
Certification
of the Chief Financial Officer and Secretary pursuant to Securities
Exchange Act Rules 13a-14(c) and 15d-14(a).
|
Filed
herewith as page E-8
|
|
32.1
|
Certificate
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
Filed
herewith as page E-9
|
32.2
|
Certificate
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
Filed
herewith as page E-10
|