Edgar Filing: SILICON STORAGE TECHNOLOGY INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
----------------------
FORM 10-K/A

(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, 2000.

/ / 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 0-26944
------------------------------
SILICON STORAGE TECHNOLOGY, INC.

(Exact name of Registrant as specified in its charter)

CALIFORNIA 77-0225590
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

1171 SONORA COURT, SUNNYVALE, CA 94086
(Address of principal executive offices) (Zip code)

Company's telephone number, including area code: (408) 735-9110

Securities registered pursuant to Section 12(b) of the Act:

TITLE OF CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED

None. None.

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, no par value.
---------------------------

Indicate by check mark whether SST (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 SST 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 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 Company's knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes /X/ No / /.

Aggregate market value of the voting stock held by non-affiliates of SST as of
March 31, 2001: $676,303,242 based on the closing price of SST's Common Stock as
reported on the Nasdaq National Market. Number of shares outstanding of SST's
Common Stock, no par value, as of March 31, 2001: 90,859,577.

Documents incorporated by reference: Exhibits as noted herein.

PART III.

ITEM 10. DIRECTORS OF THE REGISTRANT

The following table lists the names and ages of our directors as of December 31,
2000. There are no family relationships between any of our directors or
officers. Information regarding our officers is contained in Part I of this
Annual Report in the section entitled "Executive Officers and
Directors".

Name Age Position
---- --- --------

Bing Yeh (1)(4) 50 President and Chief Executive Officer and Director
Yaw Wen Hu 51 Senior Vice President, Operations and Process
Development and Director
Tsuyoshi Taira (1)(2)(3) 62 Director
Yasushi Chikagami (1)(2)(3) 62 Director
Ronald Chwang (1)(2)(3) 52 Director

-------------------------------
(1) Member of Compensation Committee
(2) Member of Audit Committee
(3) Member of Stock Option Committee
(4) Sole Member of Non-Officer Stock Option Committee

Bing Yeh, one of our co-founders, has served as our President and Chief
Executive Officer and has been a member of our board of directors since our
inception in 1989. Prior to that, Mr. Yeh served as a senior research and
development manager of Xicor, Inc., a nonvolatile memory semiconductor company.
From 1981 to 1984, Mr. Yeh held program manager and other positions at
Honeywell Inc. From 1979 to 1981, Mr. Yeh was a senior development engineer of
EEPROM technology of Intel Corporation. He was a Ph.D. candidate in Applied
Physics and earned an Engineer degree at Stanford University. Mr. Yeh holds an
M.S. and a B.S. in Physics from National Taiwan University. Mr. Yeh is also the
Chairman of the West Coast Chapter of the Monte Jade Science & Technology
Association for 2001.

Yaw Wen Hu, Ph.D., joined us in 1993 as Vice President, Technology
Development. In 1997, he was given the additional responsibility of wafer
manufacturing and, in August 1999, he became Vice President, Operations and
Process Development. In January 2000, he was promoted to Senior Vice President,
Operations and Process Development. Dr. Hu has been a member of our board of
directors since September 1995. From 1990 to 1993, Dr. Hu served as deputy
general manager of technology development of Vitelic Taiwan Corporation. From
1988 to 1990, he served as FAB engineering manager of Integrated Device
Technology, Inc. From 1985 to 1988, he was the director of technology
development at Vitelic Corporation. From 1978 to 1985, he worked as a senior
development engineer in Intel Corporation's Technology Development Group. Dr. Hu
holds a B.S. in Physics from National Taiwan University and an M.S. in Computer
Engineering and a Ph.D. in Applied Physics from Stanford University.

Tsuyoshi Taira has been a member of our board of directors since July
1993. Mr. Taira served as president of Sanyo Semiconductor Corporation from 1986
to 1993. Mr. Taira was chairman of the Sanyo Semiconductor Corporation from 1993
to 1996. Mr. Taira left the Sanyo Semiconductor Corporation in August, 1996. Mr.
Taira currently owns and runs a marketing and management consulting company,
Tazan International, Inc. Mr. Taira holds a B.S. from Tokyo Metropolitan
University.

Yasushi Chikagami has been a member of our board of directors since
September 1995. Mr. Chikagami has been chairman of Arise, Inc. since 2000. From
1993 to 2000, he was Chairman of Keian Corporation. Mr. Chikagami has also
served as director of GVC Corporation and Trident Microsystems, Inc. since 1993.
Mr. Chikagami holds a B.S. in Agricultural Engineering from Taiwan University
and a M.S. in engineering from University of Tokyo.

Ronald Chwang, Ph.D., has been a member of our board of directors since
June 1997. Since 1998, Mr. Chwang has been the President of Acer Technology
Ventures Management LLC, a venture capital business unit of the Acer Group, a
worldwide computer, component and semiconductor manufacturer. From 1992 to
1997, Mr. Chwang was president and chief executive officer of Acer America
Corporation. Mr. Chwang has been with Acer since 1986, serving in various
executive positions. Mr. Chwang has previously held development and management
positions at Intel Corporation and Bell Northern Research. Mr. Chwang is a
director of Ambit Microsystems Corp., Taiwan, a publicly held OEM/ODM supplier.
Mr. Chwang also serves on the board of directors of several privately held
companies. Mr. Chwang holds a B.S. in Electrical Engineering from McGill
University and a Ph.D. in Electrical Engineering from the University of Southern
California.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
officers, and persons who own more than ten percent of a registered class of our
equity securities, to file with the SEC initial reports of ownership and reports
of changes in ownership of our Common Stock and other equity securities.
Officers, directors and greater than ten percent shareholders are required by
SEC regulation to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of such reports
furnished to us and written representations that no other reports were required,
during the year ended December 31, 2000, all Section 16(a) filing requirements
applicable to our officers, directors and greater than ten percent beneficial
owners were complied with, except that Paul Lui filed an amended Form 3 to
reflect an additional 193,710 shares of Common Stock held by LTC Enterprises,
Inc.

ITEM 11. EXECUTIVE COMPENSATION

COMPENSATION OF DIRECTORS

Our directors do not currently receive any cash compensation from us for their
service as members of our Board of Directors, although they are reimbursed for
certain travel-related expenses in connection with attendance at Board and
committee meetings in accordance with our policy.

Each of our non-employee directors receives stock option grants under the 1995
Non-Employee Directors' Stock Option Plan. Only non-employee directors are
eligible to receive options under the Directors' Plan. Options granted under the
Directors' Plan are intended not to qualify as incentive stock options under the
Internal Revenue Code of 1986, as amended.

Option grants under the Directors' Plan are non-discretionary. Pursuant to the
terms of the Directors' Plan, each director who was serving on the date of our
initial public offering was granted on such date an option to purchase 72,000
shares of our Common Stock. In addition, each non-employee director subsequently
elected to the Board was automatically be granted an option to purchase 72,000
shares of our Common Stock, until the Directors' Plan was amended in April 1999,
at which time the amount of the initial grant upon election to the Board of
Directors was changed to an option to purchase 45,000 shares of our Common
Stock. Each year, non-employee directors who have served as directors for the
prior year are granted an option to purchase 18,000 shares of our Common Stock.
No other options may be granted at any time under the Directors' Plan. The
exercise price of options granted under the Directors' Plan is 100% of the fair
market value of the Common Stock subject to the option on the date of the option
grant. Options granted prior to April 1999 vest ratably over four years from the
date of grant. Options granted after April 1999 are fully vested and exercisable
upon the date of grant. The term of options granted under the Directors' Plan is
ten years. In the event of our merger with or into another corporation or a
consolidation, acquisition of assets or other change-in-control transaction, the
vesting of options issued prior to April 1999 will accelerate and the option
will terminate if not exercised prior to the consummation of the transaction. At
December 31, 2000, options, net of canceled or expired options, covering an
aggregate of 453,000 shares had been granted under the Directors' Plan and
147,000 shares of our Common Stock remained available for grant under the
Directors' Plan.

During 2000, we granted options under the Directors' Plan covering 18,000 shares
to each of Messrs. Taira, Chikagami, and Chwang at an exercise price of $28.35
per share based on the closing sales price reported in the Nasdaq National
Market on the date of grant. As of December 31, 2000, 266,000 options had been
exercised under the Directors' Plan at a weighted average exercise price of
$2.51 per share, and 148,000 options were exercisable at a weighted-average
exercise price of $12.11 per share.

COMPENSATION OF OFFICERS

SUMMARY OF COMPENSATION

The following table shows for the fiscal years ended December 31, 2000, December
31, 1999 and December 31, 1998, compensation awarded or paid to, or earned by
our Chief Executive Officer and our four other most highly compensated officers
at December 31, 2000. Amounts under the column "All Other Compensation" include
matching contributions to 401(k) plans, patent awards, and amounts paid by us on
behalf of the officers for supplemental life insurance.

SUMMARY COMPENSATION TABLE

Long Term Compensation Awards
Annual Compensation -----------------------------
--------------------------- Securities Underlying Stock All Other
Name and Principal Position Year Salary Bonus Options Compensation
---------------------------------------------- -------- -------------- ------------ ------------------------------------------------

Bing Yeh...................................... 2000 $ 330,000 $ 75,242 300,000 $ 1,973
President and Chief Executive Officer 1999 $ 232,199 $ 101 90,000 $ 86
1998 $ 221,905 - ----- $ 600

Yaw Wen Hu.................................... 2000 $ 242,833 $ 56,818 147,321 $ 1,668
Senior Vice President, Operations and 1999 $ 177,760 $ 101 98,406 $ 86
Process Development 1998 $ 149,297 - 45,786 -

Michael Briner................................ 2000 $ 224,986 $ 40,458 48,842 $ 1,973
Senior Vice President, Application 1999 $ 201,774 $ 101 30,000 $ 420
Specific Product Group 1998 $ 187,739 - ----- -

Derek Best.................................... 2000 $ 213,797 $ 38,843 109,437 $ 973
Senior Vice President, Sales and 1999 $ 170,154 $ 101 66,984 $ 86
Marketing 1998 $ 162,097 - 79,449 $ 2,960

Paul Lui (1).................................. 2000 $ 184,000 $ 32,187 30,000 $ 2,150
Vice President, Special Product Group 1999 $ 106,667 $ 101 180,000 $ 661
1998 -- -- -- --

(1) Mr. Lui joined us in June 1999.

STOCK OPTION GRANTS AND EXERCISES

The following tables show for the fiscal year ended December 31, 2000,
information regarding options granted to, exercised by, and held at year end by
the officers listed in the "Summary Compensation Table" above.

2000 STOCK OPTION GRANTS

The exercise price of each option was equal to the fair market value of our
Common Stock on the date of grant. Mr. Yeh's option was equal to 110% of the
fair market value of our Common Stock on the date of grant. The exercise price
may be paid in cash, in shares of our Common Stock valued at fair value on the
exercise date or through a cashless exercise procedure involving a same-day sale
of the purchased shares.

The potential realizable value is calculated based on the ten-year term of the
option at the time of grant. Stock price appreciation of 5% and 10% is assumed
pursuant to rules promulgated by the Securities and Exchange Commission and does
not represent our prediction of our stock price performance. The potential
realizable values at 5% and 10% appreciation are calculated by:

- multiplying the number of shares of Common Stock subject to a given
option by the exercise price per share;

- assuming that the aggregate stock value derived from that calculation
compounds at the annual 5% or 10% rate shown in the table until the
expiration of the options; and

- subtracting from that result the aggregate option exercise price.

The shares listed in the following table under "Number of Securities Underlying
Option Granted" are subject to vesting. Certain of the stock options listed in
the table vest over a four-year period, 25% after one year and 2.083% per month
thereafter. Each of the options has a ten-year term, subject to earlier
termination if the optionee's service with us ceases. Under certain
circumstances following a change of control, the vesting of such option grants
may accelerate and become immediately exercisable.

In January 2000, Mr. Yeh was awarded a stock option grant for 300,000 shares of
Common Stock with an exercise price of $10.84 and Messrs. Hu, Briner, Best and
Lui were each awarded a stock option grant for 30,000 shares of Common Stock
with an exercise price of $9.85. Pursuant to the terms of the option grants, as
our revenues for fiscal 2000 were in excess of $400 million, all of the shares
subject to these grants vested and became exercisable on January 1, 2001.

Percentages shown under "Percent of Total Options Granted in 2000" are based on
3,921,000 options granted to our employees and directors during 2000.

INDIVIDUAL GRANTS

Number of Potential Realizable Value at
Securities Assumed Annual Rates of Stock Price
Underlying Percent of Total Options Appreciation for Option Term
-----------------------------------
Name Options Granted Granted in 2000 Exercise Price Expiration Date 5% 10%
---- --------------- --------------- -------------- --------------- -- ---

Bing Yeh........ 300,000 7.65% $ 10.84 1/6/10 $1,561,384 $4,412,509
Yaw Wen Hu...... 120,000 3.06% $ 9.85 1/6/10 $743,353 $1,883,804
27,321 0.70% $ 18.60 8/2/10 $319,586 $809,893
Michael Briner.. 30,000 0.77% $ 9.85 1/6/10 $185,838 $470,951
18,842 0.48% $ 18.60 8/2/10 $220,403 $558,545
Derek Best...... 30,000 0.77% $ 9.85 1/6/10 $185,838 $470,951
54,000 1.38% $ 25.27 6/29/10 $858,177 $2,174,789
25,437 0.65% $ 18.60 8/2/10 $297,548 $754,045
Paul Lui........ 30,000 0.77% $ 9.85 1/6/10 $185,838 $470,951

AGGREGATE OPTION EXERCISES IN 2000
AND 2000 YEAR-END OPTION VALUES

Amounts shown under the column "Value Realized" are based on the closing sales
price of our Common Stock on the date of exercise as reported on the Nasdaq
National Market less the exercise price. Amounts shown under the column "Value
of Unexercised In-the-Money Options at December 31, 2000" are based on the
closing price of our Common Stock ($11.81) on December 29, 2000 (the last
business day of 2000), as reported on the Nasdaq National Market, without taking
into account any taxes that may be payable in connection with the transaction,
multiplied by the number of shares underlying the option, less the exercise
price payable for these shares.

INDIVIDUAL EXERCISES

Number of Securities Underlying Unexercised Value of Unexercised In-The-Money
Shares Acquired Options at December 31, 2000 Options at December 31, 2000
Name on Exercise Value Realized Exercisable / Unexercisable Exercisable / Unexercisable
---- ----------- -------------- --------------------------- ---------------------------

Bing Yeh........ 60,000 $ 525,000 30,000 / 300,000 $321,390 / $291,900
Yaw Wen Hu...... 220,000 $5,730,000 493,004 / 214,008 $5,643,690 / $1,131,048
Michael Briner.. - - 340,800 / 223,200 $3,672,638 / $2,140,234
Derek Best...... 112,500 $1,188,638 48,125 / 150,808 $519,069 / $1,317,055
Paul Lui........ 39,000 $1,102,530 18,000 / 153,000 $184,914 / $1,322,469

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership of
our Common Stock as of March 31, 2001, by:

- each of the officers listed in the "Summary Compensation Table:"

- each director; and

- all of our officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Beneficial ownership also includes shares of
Common Stock subject to options that are currently exercisable or exercisable
within 60 days of March 31, 2001. These shares, however, are not deemed
outstanding for the purposes of computing the percentage ownership of each other
person. Percentage of ownership is based on 90,859,577 shares of Common Stock
outstanding on March 31, 2001. Unless otherwise indicated, the address of each
of the individuals named below is: c/o Silicon Storage Technology, Inc.1171
Sonora Court, Sunnyvale, CA 94086.

Beneficial Ownership
--------------------------------------------------------------------------
Name Shares Issuable Pursuant to Number of Shares (Including
---- Options Exercisable Within Number Shown Percentage
60 Days of March 31, 2001 in First Column) of Total
------------------------- ---------------- --------

Bing Yeh (1)............... 40,146 11,020,146 12.1%
Yaw Wen Hu (2)............. 459,618 1,020,608 1.1%
Michael Briner (3)......... 246,000 618,795 *
Derek Best................. 38,750 163,500 *
Paul Lui (4)............... 42,000 366,767 *
Tsuyoshi Taira............. 104,656 154,656 *
Yasushi Chikagami.......... 31,587 124,656 *
Ronald Chwang.............. 27,498 135,742 *
All executive officers and
directorsas a group
(10 persons)............ 1,587,304 14,531,761 15.7%
-----------------------------------

* Represents beneficial ownership of less than 1% of the outstanding shares of
our Common Stock.

(1) Includes (1) 3,450,000 shares held by the Yeh Family Trust U/D/T dated
August 14, 1995, of which Mr. Yeh and his wife are trustees, and (2)
7,440,000 shares held by the Yeh 1995 Children's Trust U/T/A dated July
31, 1995 of which Su-Wen Y. Liu and Yeon-Hong Chan are trustees. Mr.
Yeh disclaims beneficial ownership of the shares held by the Children's
Trust. Also includes 90,000 shares purchased under an IRA account in
the name of Bing Yeh.

(2) Includes 15,000 shares held by each of Mr. Hu's two minor children.

(3) Includes 24,000 shares held by Tammy Briner custodian of Jeffrey Daniel
Briner (UCAUTMA).

(4) Includes 100,710 shares held by LTC Enterprise, Inc., a California
corporation. Mr. Lui is the president and chief executive officer, and
a shareholder, of LTC Enterprise, Inc. and disclaims beneficial
ownership of the shares held by LTC Enterprise, Inc. except to the
extent of his proportional interest therein.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On January 31, 1996, we acquired a 14% interest in a Japanese company for
approximately $939,000 paid in cash. In 1998, 1999 and 2000 this customer
accounted for 15% ($10.2 million), 8% (10.0 million) and 3% ($12.2 million),
respectively, of our net revenues. This customer was one of two customers that
accounted for more than 10% of our net revenues in both 1998 and 1999.

Mr. Chwang is the President of Acer Technology Ventures Management LLC, a
venture capital business unit of the Acer Group, a worldwide computer, component
and semiconductor manufacturer. Several related entities, including Acer
Corporation, are our customers. In 1998, 1999 and 2000, the combined Acer
entities accounted for 7% ($5.1 million), 6% ($7.9 million) and 5% ($22.5
million), respectively, of our net revenues.

Mr. Chikagami is a member of the Board of Directors of Ocean Automation Ltd.,
one of our customers. During 1999 and 2000 Ocean accounted for 0.4% ($541,000)
and 0.3% ($1,441,000) of net revenues, respectively.

In January 1999, we loaned $75,000 to Derek Best, our Senior Vice President,
Sales and Marketing. Under the terms of the promissory note, the loan will be
repaid over a three year period with interest-only payments made for the first
18 months of the loan, followed by interest and principal payments for the next
18 months and ending with a balloon payment of approximately $36,000. The note
is unsecured and bears an interest rate of 5.1%, the LIBOR rate in effect as of
the date that the note was signed. All payments on this note were made timely.
In March 2001, we loaned an additional $220,000 to Mr. Best. The first note was
cancelled and the remaining amount due of $58,063.95 was incorporated into a new
note of $278,063.95. This note is a simple interest loan, where interest-only
payments of $1,969.62 will be paid monthly for 12 months and a balloon payment
for the total amount due is to be paid on March 30, 2002. The note is unsecured
and bears an interest rate of 8.5%.

We have entered into indemnity agreements with our executive officers and
directors which provide, among other things, that we will indemnify these
persons, under the circumstances and to the extent provided for therein, for
expenses, damages, judgments, fines and settlements he or she may be required to
pay in actions or proceedings which he or she is or may be made a party by
reason of his or her position as our director, officer or agent, and otherwise
to the full extent permitted under California law and our bylaws.

As a matter of policy, all transactions between us and any of our officers,
directors or principal shareholders will be approved by a majority of the
independent and disinterested members of the Board of Directors, and will be on
terms no less favorable to us than could be obtained from unaffiliated third
parties and will be in connection with our bona fide business purposes.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this report on Form 10-K/A to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Sunnyvale, County of Santa Clara, State of California, on the 30th day of April,
2001.

SILICON STORAGE TECHNOLOGY, INC.

By: /s/ Bing Yeh
--------------------
Bing Yeh
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1934, this report on Form
10-K/A has been signed below by the following persons on behalf of Silicon
Storage Technology, Inc., and in the capacities and on the dates indicated.

SIGNATURE TITLE DATE
----- ----

President, Chief Executive April 30, 2001
/s/ Bing Yeh Officer and Director (PRINCIPAL
--------------------------- EXECUTIVE OFFICER)
Bing Yeh

Vice President Finance & Administration, April 30, 2001
/s/ Jeffrey L. Garon Chief Financial Officer and Secretary
--------------------------- (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
Jeffrey L. Garon

Senior Vice President, Operations April 30, 2001
/s/ Yaw Wen Hu and Process Development
--------------------------- and Director
Yaw Wen Hu

/s/ Tsuyoshi Taira Director April 30, 2001
--------------------------
Tsuyoshi Taira

/s/ Ronald Chwang Director April 30, 2001
--------------------------
Ronald Chwang

Director April 30, 2001
--------------------------
Yasushi Chikagami

EXHIBIT INDEX

Exhibit
Number Description of Document
------- -----------------------
3.2 + Bylaws of SST.
3.4 + Form of Restated Articles of Incorporation of SST to be
effective upon the closing of the Offering, dated November 3,
1995.
3.5++ Certificate of Amendment of the Restated Articles of
Incorporation of Silicon Storage Technology, Inc.
3.6++ Certificate of Designation of Series A Junior Participating
Preferred Stock.
4.1 + Reference is made to Exhibits 3.2.
4.2 Rights Agreement dated as of May 4, 1999 between SST and American
Stock Transfer and Trust Co.
4.3 Amendment No. 1 to Rights Agreement between SST and American
Stock Transfer and Trust Co. dated October 28, 2000.
10.1 + Equity Incentive Plan and related agreements.
10.2 + 1990 Stock Option Plan and related agreements.
10.3 + Employee Stock Purchase Plan.
10.4 + 1995 Non-Employee Director's Stock Option Plan.
10.5 + Profit Sharing Plan.
10.6 + Lease Agreement between SST and Sonora Court Properties, dated
May 4, 1993, as amended.
10.7 + Lease Agreement between SST and Coast Properties, dated May 4,
1995, as amended.
10.13++ Documents relating to investment in Japanese company.
10.15++ License Agreement between SST and Seiko Epson Corporation dated
March 31, 1996.
10.16++ License Agreement between SST and Taiwan Semiconductor
Manufacturing Co., Ltd. dated February 26, 1997.
10.17++ Lease amendment, dated March 4, 1998, between SST and Sonora
Court Properties.
10.18++ Lease Amendment, dated March 4, 1998, between SST and Coast
Properties.
10.19++ Loan and Security Agreement between SST and Foothill Capital
Corporation, dated September 22, 1998
10.20++ Loan and Security Agreement amendment between SST and Foothill
Capital Corporation dated December 8, 1998.
10.21++ 0.25 Micron Agreement between SST and Motorola, Inc., dated May
5, 1999.
10.22++ Loan and Security Agreement amendment between SST and Foothill
Capital Corporation, dated September 30, 1999.
10.23++ Second Amendment to Lease, dated September 13, 1999, between SST
and Coast Properties.
10.24++ Lease Agreement between SST and Bhupinder S. Lehga and Rupinder
K. Lehga, dated November 15, 1999.
10.25++ Lease Agreement between SST and The Irvine Company, dated
November 22, 1999.
10.26++ Agreement between SST and Samsung Electronic Co Ltd., dated March
19, 1998.
10.27++ Agreement with National Semiconductor Corporation dated April 11,
2000.
10.28++ Sunnyvale Industrials Net Lease Agreement.
10.29++ Amendment Number Four to Loan and Security Agreement, dated
April 26, 2000.
10.30++ Amendment Number Five to Loan and Security Agreement, dated
June 14, 2000.
10.31++ Amendment Number Six to Loan and Security Agreement, dated
February 8, 2001.
23.1 ++ Consent of PricewaterhouseCoopers LLP, independent accountants.

------------------------
+ Previously filed as an Exhibit to the Registration Statement filed on Form
S-1 (33-97802) and incorporated by reference herein.
++ Previously filed as an Exhibit to Form 10-K, Form 10-Q or Form 8-K and
incorporated by reference herein.