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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Pixelworks Inc | NASDAQ:PXLW | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.05 | 2.86% | 1.80 | 1.80 | 1.81 | 1.83 | 1.76 | 1.76 | 91,505 | 18:43:25 |
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
OREGON
|
|
91-1761992
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
224 Airport Parkway, Suite 400
San Jose, California
|
|
95110
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
¨
|
|
Accelerated filer
|
x
|
Non-accelerated filer
|
¨
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
|
|
|
|
|
|
Item 1.
|
||
|
|
|
|
||
|
||
|
||
|
||
|
|
|
Item 2.
|
||
|
|
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Item 3.
|
||
|
|
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Item 4.
|
||
|
|
|
|
|
|
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|
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Item 1A.
|
||
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Item 6.
|
||
|
|
|
|
Item 1.
|
Financial Statements.
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
16,580
|
|
|
$
|
26,591
|
|
Accounts receivable, net
|
3,895
|
|
|
5,988
|
|
||
Inventories
|
3,084
|
|
|
3,266
|
|
||
Prepaid expenses and other current assets
|
661
|
|
|
644
|
|
||
Total current assets
|
24,220
|
|
|
36,489
|
|
||
Property and equipment, net
|
4,269
|
|
|
6,543
|
|
||
Other assets, net
|
759
|
|
|
810
|
|
||
Total assets
|
$
|
29,248
|
|
|
$
|
43,842
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
1,980
|
|
|
$
|
2,944
|
|
Accrued liabilities and current portion of long-term liabilities
|
7,564
|
|
|
8,528
|
|
||
Current portion of income taxes payable
|
152
|
|
|
221
|
|
||
Short-term line of credit
|
—
|
|
|
3,000
|
|
||
Total current liabilities
|
9,696
|
|
|
14,693
|
|
||
Long-term liabilities, net of current portion
|
398
|
|
|
831
|
|
||
Income taxes payable, net of current portion
|
1,926
|
|
|
1,942
|
|
||
Total liabilities
|
12,020
|
|
|
17,466
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock
|
—
|
|
|
—
|
|
||
Common stock
|
392,816
|
|
|
390,520
|
|
||
Accumulated other comprehensive income
|
6
|
|
|
6
|
|
||
Accumulated deficit
|
(375,594
|
)
|
|
(364,150
|
)
|
||
Total shareholders’ equity
|
17,228
|
|
|
26,376
|
|
||
Total liabilities and shareholders’ equity
|
$
|
29,248
|
|
|
$
|
43,842
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue, net
|
$
|
13,656
|
|
|
$
|
16,570
|
|
|
$
|
37,403
|
|
|
$
|
46,040
|
|
Cost of revenue (1)
|
7,099
|
|
|
8,292
|
|
|
20,839
|
|
|
23,561
|
|
||||
Gross profit
|
6,557
|
|
|
8,278
|
|
|
16,564
|
|
|
22,479
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development (2)
|
4,442
|
|
|
6,145
|
|
|
14,621
|
|
|
18,568
|
|
||||
Selling, general and administrative (3)
|
3,072
|
|
|
3,334
|
|
|
10,117
|
|
|
10,805
|
|
||||
Restructuring
|
3
|
|
|
—
|
|
|
2,608
|
|
|
—
|
|
||||
Total operating expenses
|
7,517
|
|
|
9,479
|
|
|
27,346
|
|
|
29,373
|
|
||||
Loss from operations
|
(960
|
)
|
|
(1,201
|
)
|
|
(10,782
|
)
|
|
(6,894
|
)
|
||||
Interest expense and other, net
|
(99
|
)
|
|
(105
|
)
|
|
(305
|
)
|
|
(317
|
)
|
||||
Loss before income taxes
|
(1,059
|
)
|
|
(1,306
|
)
|
|
(11,087
|
)
|
|
(7,211
|
)
|
||||
Provision (benefit) for income taxes
|
183
|
|
|
(63
|
)
|
|
357
|
|
|
192
|
|
||||
Net loss
|
$
|
(1,242
|
)
|
|
$
|
(1,243
|
)
|
|
$
|
(11,444
|
)
|
|
$
|
(7,403
|
)
|
Net loss per share - basic and diluted
|
$
|
(0.04
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
(0.31
|
)
|
Weighted average shares outstanding - basic and diluted
|
28,313
|
|
|
25,735
|
|
|
28,139
|
|
|
24,210
|
|
||||
|
|
|
|
|
|
|
|
||||||||
(1) Includes:
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation
|
$
|
49
|
|
|
$
|
52
|
|
|
$
|
139
|
|
|
$
|
147
|
|
Restructuring
|
27
|
|
|
—
|
|
|
1,777
|
|
|
—
|
|
||||
Additional amortization of non-cancelable prepaid royalty
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
||||
(2) Includes stock-based compensation
|
401
|
|
|
524
|
|
|
1,222
|
|
|
1,442
|
|
||||
(3) Includes stock-based compensation
|
334
|
|
|
443
|
|
|
495
|
|
|
1,401
|
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(11,444
|
)
|
|
$
|
(7,403
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
2,638
|
|
|
3,225
|
|
||
Stock-based compensation
|
1,856
|
|
|
2,990
|
|
||
Write off of certain assets to restructuring
|
1,744
|
|
|
—
|
|
||
Reversal of uncertain tax positions
|
(170
|
)
|
|
(323
|
)
|
||
Other
|
47
|
|
|
42
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
2,093
|
|
|
(86
|
)
|
||
Inventories
|
(101
|
)
|
|
(613
|
)
|
||
Prepaid expenses and other current and long-term assets, net
|
(40
|
)
|
|
25
|
|
||
Accounts payable
|
(973
|
)
|
|
(94
|
)
|
||
Accrued current and long-term liabilities
|
(297
|
)
|
|
83
|
|
||
Income taxes payable
|
85
|
|
|
132
|
|
||
Net cash used in operating activities
|
(4,562
|
)
|
|
(2,022
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(1,783
|
)
|
|
(2,544
|
)
|
||
Purchases of licensed technology
|
—
|
|
|
(55
|
)
|
||
Net cash used in investing activities
|
(1,783
|
)
|
|
(2,599
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Payments on line of credit
|
(3,000
|
)
|
|
—
|
|
||
Payments on asset financings
|
(1,069
|
)
|
|
(1,627
|
)
|
||
Proceeds from issuance of common stock under employee equity incentive plans
|
403
|
|
|
990
|
|
||
Net proceeds from equity offering
|
—
|
|
|
16,356
|
|
||
Net cash provided by (used in) financing activities
|
(3,666
|
)
|
|
15,719
|
|
||
Net increase (decrease) in cash and cash equivalents
|
(10,011
|
)
|
|
11,098
|
|
||
Cash and cash equivalents, beginning of period
|
26,591
|
|
|
17,926
|
|
||
Cash and cash equivalents, end of period
|
$
|
16,580
|
|
|
$
|
29,024
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid for income taxes, net of refunds received
|
$
|
411
|
|
|
$
|
340
|
|
Cash paid during the period for interest
|
107
|
|
|
86
|
|
||
Non-cash investing and financing activities:
|
|
|
|
||||
Acquisitions of property and equipment and other
assets under extended payment terms
|
$
|
—
|
|
|
$
|
427
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
Accounts receivable, gross
|
$
|
3,934
|
|
|
$
|
6,048
|
|
Less: allowance for doubtful accounts
|
(39
|
)
|
|
(60
|
)
|
||
Accounts receivable, net
|
$
|
3,895
|
|
|
$
|
5,988
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Balance at beginning of period
|
$
|
60
|
|
|
$
|
301
|
|
Reductions credited
|
(21
|
)
|
|
(2
|
)
|
||
Accounts written-off, net of recoveries
|
—
|
|
|
(250
|
)
|
||
Balance at end of period
|
$
|
39
|
|
|
$
|
49
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
Finished goods
|
$
|
2,218
|
|
|
$
|
2,174
|
|
Work-in-process
|
866
|
|
|
1,092
|
|
||
Inventories
|
$
|
3,084
|
|
|
$
|
3,266
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
Gross carrying amount
|
$
|
26,326
|
|
|
$
|
26,220
|
|
Less: accumulated depreciation and amortization
|
(22,057
|
)
|
|
(19,677
|
)
|
||
Property and equipment, net
|
$
|
4,269
|
|
|
$
|
6,543
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
Accrued commissions and royalties
|
2,389
|
|
|
2,220
|
|
||
Accrued interest payable
|
1,993
|
|
|
1,754
|
|
||
Accrued payroll and related liabilities
|
1,990
|
|
|
2,419
|
|
||
Current portion of accrued liabilities for asset financings
|
523
|
|
|
1,241
|
|
||
Accrued costs related to restructuring
|
80
|
|
|
—
|
|
||
Liability for warranty returns
|
25
|
|
|
49
|
|
||
Other
|
564
|
|
|
845
|
|
||
Accrued liabilities and current portion of long-term liabilities
|
$
|
7,564
|
|
|
$
|
8,528
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Liability for warranty returns:
|
|
|
|
||||
Balance at beginning of period
|
$
|
49
|
|
|
$
|
105
|
|
Charge-offs
|
(20
|
)
|
|
(12
|
)
|
||
Benefit
|
(4
|
)
|
|
(67
|
)
|
||
Balance at end of period
|
$
|
25
|
|
|
$
|
26
|
|
Level 1:
|
Valuations based on quoted prices in active markets for identical assets and liabilities.
|
Level 2:
|
Valuations based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
|
Level 3:
|
Valuations based on unobservable inputs in which there is little or no market data available, which require the reporting entity to develop its own assumptions.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
As of September 30, 2016:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
15,112
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,112
|
|
|
|
|
|
|
|
|
|
||||||||
As of December 31, 2015:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
25,343
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,343
|
|
|
Nine Months Ended
|
||
|
September 30, 2016
|
||
Cost of revenue — restructuring:
|
|
||
Tooling and inventory write offs
|
$
|
1,679
|
|
Employee severance and benefits
|
98
|
|
|
|
1,777
|
|
|
|
|
||
Operating expenses — restructuring:
|
|
||
Employee severance and benefits
|
$
|
2,513
|
|
Licensed technology and other assets write offs
|
65
|
|
|
Other
|
30
|
|
|
|
2,608
|
|
|
Total restructuring expense
|
$
|
4,385
|
|
|
Balance as of December 31, 2015
|
|
Expensed
|
|
Payments
|
|
Balance as of September 30, 2016
|
||||||||
Employee severance and benefits
|
$
|
—
|
|
|
$
|
2,611
|
|
|
$
|
(2,531
|
)
|
|
$
|
80
|
|
Other
|
—
|
|
|
30
|
|
|
(30
|
)
|
|
—
|
|
||||
Accrued costs related to restructuring
|
$
|
—
|
|
|
$
|
2,641
|
|
|
$
|
(2,561
|
)
|
|
$
|
80
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net loss
|
$
|
(1,242
|
)
|
|
$
|
(1,243
|
)
|
|
$
|
(11,444
|
)
|
|
$
|
(7,403
|
)
|
Weighted average shares outstanding - basic and diluted
1
|
28,313
|
|
|
25,735
|
|
|
28,139
|
|
|
24,210
|
|
||||
Net loss per share - basic and diluted
|
$
|
(0.04
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
(0.31
|
)
|
1
|
The increase in shares from the first nine months of 2015 to the first nine months of 2016 is primarily due to the sale of
3,738
shares of common stock in an underwritten registered offering during August 2015.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 30,
|
|
September 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Employee equity incentive plans
|
4,952
|
|
|
4,302
|
|
|
4,643
|
|
|
4,234
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Japan
|
$
|
11,255
|
|
|
$
|
14,295
|
|
|
$
|
31,207
|
|
|
$
|
38,835
|
|
Taiwan
|
1,268
|
|
|
1,602
|
|
|
3,537
|
|
|
4,682
|
|
||||
China
|
394
|
|
|
189
|
|
|
891
|
|
|
608
|
|
||||
Korea
|
273
|
|
|
217
|
|
|
688
|
|
|
803
|
|
||||
Europe
|
175
|
|
|
124
|
|
|
475
|
|
|
463
|
|
||||
United States
|
20
|
|
|
23
|
|
|
74
|
|
|
92
|
|
||||
Other
|
271
|
|
|
120
|
|
|
531
|
|
|
557
|
|
||||
|
$
|
13,656
|
|
|
$
|
16,570
|
|
|
$
|
37,403
|
|
|
$
|
46,040
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 30,
|
|
September 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Distributors:
|
|
|
|
|
|
|
|
||||
All distributors
|
35
|
%
|
|
48
|
%
|
|
42
|
%
|
|
46
|
%
|
Distributor A
|
17
|
%
|
|
32
|
%
|
|
24
|
%
|
|
29
|
%
|
End customers:
1
|
|
|
|
|
|
|
|
||||
Top five end customers
|
83
|
%
|
|
85
|
%
|
|
82
|
%
|
|
83
|
%
|
End customer A
|
62
|
%
|
|
48
|
%
|
|
54
|
%
|
|
49
|
%
|
End customer B
|
7
|
%
|
|
13
|
%
|
|
9
|
%
|
|
11
|
%
|
1
|
End customers include customers who purchase directly from us, as well as customers who purchase our products indirectly through distributors.
|
|
September 30,
2016 |
|
December 31,
2015 |
||
Account X
|
72
|
%
|
|
49
|
%
|
Account Y
|
6
|
%
|
|
34
|
%
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
||||||||||
Revenue, net
|
$
|
13,656
|
|
|
$
|
16,570
|
|
|
(18
|
)%
|
|
$
|
37,403
|
|
|
$
|
46,040
|
|
|
(19
|
)%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
2016
|
|
% of
revenue
|
|
2015
|
|
% of
revenue
|
|
2016
|
|
% of
revenue
|
|
2015
|
|
% of
revenue
|
||||||||||||
Direct product costs and related overhead
1
|
$
|
7,001
|
|
|
51
|
%
|
|
$
|
8,242
|
|
|
50
|
%
|
|
$
|
18,889
|
|
|
51
|
%
|
|
$
|
23,224
|
|
|
50
|
%
|
Restructuring
|
27
|
|
|
0
|
|
|
—
|
|
|
0
|
|
|
1,777
|
|
|
5
|
|
|
—
|
|
|
0
|
|
||||
Other cost of revenue
2
|
49
|
|
|
0
|
|
|
38
|
|
|
0
|
|
|
139
|
|
|
0
|
|
|
133
|
|
|
0
|
|
||||
Inventory charges
3
|
22
|
|
|
0
|
|
|
12
|
|
|
0
|
|
|
34
|
|
|
0
|
|
|
204
|
|
|
0
|
|
||||
Total cost of revenue
|
$
|
7,099
|
|
|
52
|
%
|
|
$
|
8,292
|
|
|
50
|
%
|
|
$
|
20,839
|
|
|
56
|
%
|
|
$
|
23,561
|
|
|
51
|
%
|
Gross profit
|
$
|
6,557
|
|
|
48
|
%
|
|
$
|
8,278
|
|
|
50
|
%
|
|
$
|
16,564
|
|
|
44
|
%
|
|
$
|
22,479
|
|
|
49
|
%
|
1
|
Includes purchased materials, assembly, test, labor, employee benefits and royalties.
|
2
|
Includes stock-based compensation and additional amortization of a non-cancelable prepaid royalty.
|
3
|
Includes charges to reduce inventory to lower of cost or market.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
||||||||||
Research and development
|
$
|
4,442
|
|
|
$
|
6,145
|
|
|
(28
|
)%
|
|
$
|
14,621
|
|
|
$
|
18,568
|
|
|
(21
|
)%
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
||||||||||
Selling, general and administrative
|
$
|
3,072
|
|
|
$
|
3,334
|
|
|
(8
|
)%
|
|
$
|
10,117
|
|
|
$
|
10,805
|
|
|
(6
|
)%
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Employee severance and benefits
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
2,611
|
|
|
$
|
—
|
|
Write off of assets
|
—
|
|
|
—
|
|
|
1,744
|
|
|
—
|
|
||||
Other
|
—
|
|
|
—
|
|
|
30
|
|
|
—
|
|
||||
Total restructuring expense
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
4,385
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Included in cost of revenue
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
1,777
|
|
|
$
|
—
|
|
Included in operating expenses
|
3
|
|
|
—
|
|
|
2,608
|
|
|
—
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1A.
|
Risk Factors.
|
•
|
difficulties in managing international distributors and manufacturers due to varying time zones, languages and business customs;
|
•
|
compliance with U.S. laws affecting operations outside of the U.S., such as the Foreign Corrupt Practices Act;
|
•
|
reduced or limited protection of our IP, particularly in software, which is more prone to design piracy;
|
•
|
difficulties in collecting outstanding accounts receivable balances;
|
•
|
changes in tax rates, tax laws and the interpretation of those laws;
|
•
|
difficulties regarding timing and availability of export and import licenses;
|
•
|
ensuring that we obtain complete and accurate information from our Asian operations to make proper disclosures in the United States;
|
•
|
political and economic instability;
|
•
|
difficulties in maintaining sales representatives outside of the U.S. that are knowledgeable about our industry and products;
|
•
|
changes in the regulatory environment in the PRC, Japan, Taiwan and Korea that may significantly impact purchases of our products by our customers or our customers’ sales of their own products;
|
•
|
outbreaks of health epidemics in the PRC or other parts of Asia;
|
•
|
imposition of new tariffs, quotas, trade barriers and similar trade restrictions on our sales;
|
•
|
varying employment and labor laws; and
|
•
|
greater vulnerability to infrastructure and labor disruptions than in established markets.
|
•
|
reduced end user demand due to the economic impact of any natural disaster;
|
•
|
a disruption to the global supply chain for products manufactured in areas affected by natural disasters that are included in products purchased either by us or by our customers;
|
•
|
an increase in the cost of products that we purchase due to reduced supply; and
|
•
|
other unforeseen impacts as a result of the uncertainty resulting from a natural disaster.
|
•
|
difficulties in hiring and retaining necessary technical personnel;
|
•
|
difficulties in reallocating engineering resources and overcoming resource limitations;
|
•
|
difficulties with contract manufacturers;
|
•
|
changes to product specifications and customer requirements;
|
•
|
changes to market or competitive product requirements; and
|
•
|
unanticipated engineering complexities.
|
•
|
stop selling products using technology that contains the allegedly infringing IP;
|
•
|
attempt to obtain a license to the relevant IP, which may not be available on terms that are acceptable to us or at all;
|
•
|
attempt to redesign those products that contain the allegedly infringing IP; or
|
•
|
pay damages for past infringement claims that are determined to be valid or which are arrived at in settlement of such litigation or threatened litigation.
|
•
|
actual or anticipated fluctuations in our operating results;
|
•
|
changes in or failure to meet expectations as to our future financial performance;
|
•
|
changes in or failure to meet financial estimates of securities analysts;
|
•
|
announcements by us or our competitors of technological innovations, design wins, contracts, standards, acquisitions or divestitures;
|
•
|
the operating and stock price performance of other comparable companies;
|
•
|
issuances or proposed issuances of equity, debt or other securities by us, or sales of securities by our security holders; and
|
•
|
changes in market valuations of other technology companies.
|
•
|
if the number of directors is fixed by the board at eight or more, our board of directors is divided into three classes serving staggered terms, which would make it more difficult for a group of shareholders to quickly replace a majority of directors;
|
•
|
our board of directors is authorized, without prior shareholder approval, to create and issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us or to effect a change of control, commonly referred to as "blank check" preferred stock;
|
•
|
members of our board of directors can be removed only for cause and at a meeting of shareholders called expressly for that purpose, by the vote of 75 percent of the votes then entitled to be cast for the election of directors;
|
•
|
our board of directors may alter our bylaws without obtaining shareholder approval; and shareholders are required to provide advance notice for nominations for election to the board of directors or for proposing matters to be acted upon at a shareholder meeting;
|
•
|
Oregon law permits our board to consider other factors beyond stockholder value in evaluating any acquisition offer (so-called "expanded constituency" provisions); and
|
•
|
a supermajority (67%) vote of shareholders is required to approve certain fundamental transactions.
|
Item 6.
|
Exhibits.
|
3.1
|
|
Sixth Amended and Restated Articles of Incorporation of Pixelworks, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2004).
|
|
|
|
3.2
|
|
Third Amendment to Sixth Amended and Restated Articles of Incorporation of Pixelworks, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed on August 11, 2008).
|
|
|
|
3.3
|
|
Second Amended and Restated Bylaws of Pixelworks, Inc. (incorporated by reference to Exhibit 3.3 to the Company's annual report on Form 10-K filed on March 10, 2010).
|
|
|
|
4.1
|
|
Reference is made to Exhibit 3.1 above (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 declared effective May 19, 2000).
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
|
|
|
|
32.1*
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
|
|
|
|
32.2*
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
|
|
|
|
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 Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be "filed" for under the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except to the extent specifically stated in such filing.
|
|
|
PIXELWORKS, INC.
|
|
|
|
Dated:
|
November 4, 2016
|
/s/ Steven L. Moore
|
|
|
Steven L. Moore
Vice President, Chief Financial Officer,
Secretary and Treasurer
(Duly Authorized Officer and Principal Accounting and Principal Financial Officer)
|
Exhibit Number
|
|
Description
|
3.1
|
|
Sixth Amended and Restated Articles of Incorporation of Pixelworks, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2004).
|
|
|
|
3.2
|
|
Third Amendment to Sixth Amended and Restated Articles of Incorporation of Pixelworks, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed on August 11, 2008).
|
|
|
|
3.3
|
|
Second Amended and Restated Bylaws of Pixelworks, Inc. (incorporated by reference to Exhibit 3.3 to the Company's annual report on Form 10-K filed on March 10, 2010).
|
|
|
|
4.1
|
|
Reference is made to Exhibit 3.1 above (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 declared effective May 19, 2000).
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
|
|
|
|
32.1*
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
|
|
|
|
32.2*
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
|
|
|
|
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 Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be "filed" for under the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except to the extent specifically stated in such filing.
|
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