GIGOPTIX, INC. (Exact Name of Registrant As Specified in Its Charter)
Total Page:16
File Type:pdf, Size:1020Kb
Table of Contents 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 December 31, 2010 or ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-153362 GIGOPTIX, INC. (Exact name of registrant as specified in its charter) Delaware 26-2439072 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 2300 Geng Road, Suite 250 Palo Alto, CA 94303 Registrant’s telephone number: (650-424-1937) Securities registered pursuant to Section 12(b) of the Exchange Act: None Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $0.001 par value per share (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x Indicated by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x 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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨ Indicate by check mark if disclosure 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 or any amendment to this Form 10-K. ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting Company x Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x The aggregate value of the registrant’s common stock, held by non-affiliates as of July 2, 2010, the last business day of the registrant’s most recently completed second fiscal quarter was approximately $11.8 million. The number of shares of Common Stock outstanding as of February 25, 2011, the most recent practicable date prior to the filing of this Annual Report on Form 10-K, was 12,288,216 shares. Table of Contents GIGOPTIX, INC. ANNUAL REPORT ON FORM 10-K FOR FISCAL YEAR ENDED DECEMBER 31, 2010 TABLE OF CONTENTS PAGE NO SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ii PART I 1 ITEM 1 BUSINESS 1 ITEM 1A RISK FACTORS 17 ITEM 2 PROPERTIES 33 ITEM 3 LEGAL PROCEEDINGS 34 ITEM 4 RESERVED 34 PART II 35 ITEM 5 MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 35 ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 37 ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 51 ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 91 ITEM 9A CONTROLS AND PROCEDURES 91 ITEM 9B OTHER INFORMATION 93 PART III 94 ITEM 10 DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE 94 ITEM 11 EXECUTIVE COMPENSATION 97 ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 104 ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 105 ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES 105 PART IV 107 ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 107 SIGNATURES 108 References in this Annual Report on Form 10-K to “we,” “us,” “our,” “the Company,” “GigOptix,” and “GGOX” mean GigOptix, Inc. and all entities owned or controlled by GigOptix, Inc. All brand names, trademarks and trade names referred to in this report are the property of their respective holders. i Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K and the documents incorporated herein by reference include “forward-looking statements” within the meaning and protections of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “project,” “could,” “intend,” “target” and other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors, including, without limitation: • we are an early stage company and have a history of incurring losses; • our ability to remain competitive in the markets we serve; • the effects of future economic, business and market conditions; • consolidation in the industry we serve; • our ability to obtain additional funding; • our ability to continue to develop, manufacture and market innovative products and services that meet customer requirements for performance and reliability; • our ability to establish effective internal controls over our financial reporting; • risks relating to the transaction of business internationally; • our failure to realize anticipated benefits from acquisitions or the possibility that such acquisitions could adversely affect us, and risks relating to the prospects for future acquisitions; • the loss of key employees and the ability to retain and attract key personnel, including technical and managerial personnel; • quarterly and annual fluctuations in results of operations; • investments in research and development; • protection and enforcement or our intellectual property rights and proprietary technologies; • costs associated with potential intellectual property infringement claims asserted by a third party; • our exposure to product liability claims resulting from the use of our products; • the loss of one or more of our significant customers, or the diminished demand for our products; • our dependence on contract manufacturing and outsourced supply chain, as well as the costs of materials; • our reliance on third parties to provide services for the operation of our business; • the effects of war, terrorism, natural disasters or other catastrophic events; • our success at managing the risks involved in the foregoing items; and • other risks and uncertainties, including those listed under the heading “Risk Factors” herein. ii Table of Contents The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this Annual Report on Form 10- K. We undertake no obligation to publicly update or revise any forward-looking statements included or incorporated by reference in this Annual Report on Form 10-K or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise, except to the extent required by federal securities laws. These forward looking statements are found at various places throughout this Annual Report on Form 10-K. Any investor should consider all risks and uncertainties disclosed in our filings with the Securities and Exchange Commission, or the SEC, described below under the heading “Where You Can Find More Information,” all of which is accessible on the SEC’s website at www.sec.gov. iii Table of Contents PART I ITEM 1. BUSINESS Overview We are a leading supplier of electronic and electro-optical semiconductor products that enable high-speed telecommunications and data-communications networks globally. Our products convert signals between electrical and optical formats for transmitting and receiving data over fiber optic networks, a critical function in optical communications equipment. We are an emerging leader and innovator in both telecommunications and data-communications applications for fast growing markets in 10Gbps, 40Gbps and 100Gbps drivers, receiver ICs, electro–optic modulator components and multi-chip-modules (MCM). Our expertise in semiconductor electro-optical and optical technologies has helped us create a broad portfolio of products