AUSTIN, Texas – Mar. 7, 2007 – Cirrus Logic Inc. (Nasdaq: CRUS) today announced the principal findings of a Special Committee of the Company’s Board of Directors relating to its investigation into the Company’s historical stock option granting practices and related accounting. The Company further announced certain actions it is taking in response to the principal findings of the Special Committee, including changes to its executive management.
As previously announced on March 2, 2007, the Board of Directors concluded that the accounting measurement dates for certain stock options granted between January 1, 1997, and December 31, 2005 differ from the recorded measurement dates previously used for such awards. The Company expects to record material non-cash charges for stock-based compensation expenses in certain reporting periods and expects to restate its financial statements for fiscal years 2001 through 2006 and for the first quarter of fiscal year 2007. The Company currently estimates that the cumulative additional non-cash stock-based compensation expense to be recorded is likely to be in the range of $22 to $24 million.
In September 2006, the Company, at the direction of its Audit Committee, performed an internal review of selected stock option grants. In the course of that review, the Company discovered information that raised potential questions about the measurement dates used to account for certain stock option grants. In October 2006, at the recommendation of the Audit Committee, a Special Committee of the Board of Directors was formed to investigate the historical stock option grants, the timing of those grants and related accounting matters. During the five month investigation, the Special Committee reviewed all stock option grants from 1997 through 2006, encompassing approximately 42.3 million stock options granted to employees and non-employee directors on 148 different grant dates. The Special Committee’s legal and accounting advisors identified, preserved, collected and reviewed over 104 gigabytes of electronic information, including approximately 1.6 million pages of electronic and hard copy files, and conducted 25 interviews of current and former employees and members of the Board of Directors.
The Special Committee has arrived at the following principal findings with respect to the stock option grant practices of the Company:
In light of the findings of the Special Committee, Mr. David D. French has resigned as President and Chief Executive Officer and as a director of the Company. The Company has entered into a resignation agreement with Mr. French, which is included as an exhibit to the Company’s Form 8-K filed today with the Securities and Exchange Commission.
The Board of Directors has appointed Michael L. Hackworth as the Company’s Acting President and CEO. He will continue to serve as Chairman of the Board - a position he has held since 1997 Mr. Hackworth, age 66, who co-founded the Company, previously served as President and Chief Executive Officer of Cirrus Logic from January 1985 to June 1998, and continued to serve as Chief Executive Officer until February 1999. Under his leadership, Cirrus Logic grew from a start-up venture to become a major fabless semiconductor supplier. Mr. Hackworth is also the Chief Executive Officer of Tymphany Corporation, as well as a director of Virage Logic Corporation, a provider of semiconductor intellectual property platforms and development tools.
Based on the results of its investigation, the Special Committee has recommended a number of remedial actions. The Company is currently reviewing these recommendations and developing and implementing a remediation plan associated with historical option grants and the grant of future equity awards. Based on its initial review of the Special Committee’s findings, the Company does not believe that in the few instances when stock option grant dates were selected by management either with hindsight or prior to receiving all required approvals, that any employee, who at the time of the grant was an executive officer, has exercised or made any profit from those grants.
The Company is committed to remedying any internal control or reporting deficiencies or weaknesses that may exist. In addition, the Company has informed the staff of the Division of Enforcement of the Securities and Exchange Commission of the Special Committee’s investigation and will continue to cooperate fully in the event of any further inquiry.
Safe Harbor Statement
Except for historical information contained herein, the matters set forth in this news release contain forward-looking statements, including our expectations with regards to the Company’s on-going review of historical stock option granting practices and related accounting matters. In some cases, forward-looking statements are identified by words such as we “expect,” “anticipate,” “target,” “project,” “believe,” “goals,” “estimates,” and “intend,” variations of these types of words and similar expressions are intended to identify these forward-looking statements. In particular ,statements regarding the status of the Special Committee’s investigation, the timing of the filing of any required restated financial statements or whether the Company will be able to file all delinquent reports and restatements by the deadlines prescribed by Nasdaq, our estimates for the non-cash stock-based compensation expense and the magnitude of any tax or accounting adjustments associated with the results of the Special Committee’s review ,and the timing and effect of remedial actions or any remediation plan associated with the grant of future equity awards are forward-looking statements. These forward-looking statements are based on our current expectations, estimates and assumptions and are subject to certain risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, but are not limited to, the final timing and outcome of the Company’s stock option review and Ernst & Young’s audit or review of those results, any additional findings by the Special Committee, the impact of any adverse tax or accounting adjustments resulting from the review, our ability to file required reports with the SEC on a timely basis, our ability to meet the requirements of Nasdaq for continued listing of our stock, future rule-making, pronouncements, decisions, interpretations or guidance by the SEC, the PCAOB, Nasdaq or other regulatory agencies, the on-going SEC inquiry relating to the Company’s historical stock option grants and practices, and the risk factors listed in our Form 10-K for the year ended March 25, 2006, and in our other filings with the SEC, which are available at www.sec.gov.
Cirrus Logic Inc.
Cirrus Logic develops high-precision, analog and mixed-signal integrated circuits for a broad range of consumer and industrial markets. Building on its diverse analog mixed-signal patent portfolio, Cirrus Logic delivers highly optimized products for consumer and commercial audio, automotive entertainment and industrial applications. The company operates from headquarters in Austin, Texas, with offices in Europe, Japan and Asia.
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Cirrus Logic and Cirrus are trademarks of Cirrus Logic Inc.
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Thurman Case Chief Financial Officer (512) 851-4125 |