Prospectus Summary
You should read the following summary together with the more detailed information regarding us and the common stock being sold in this offering and our consolidated financial statements and notes thereto appearing elsewhere in this prospectus. Except as set forth in the consolidated financial statements or as otherwise specified in this prospectus, all information in this prospectus:
. assumes no exercise of the underwriters' over-allotment option;
. gives effect to the conversion of 11,148,598 outstanding shares of preferred stock into 22,297,196 shares of common stock upon the closing of this offering;
. reflects the exercise of warrants to purchase 2,212,342 shares of common stock at a nominal exercise price; and . reflects the two-for-one common stock split effected January 18, 2000 and our reincorporation into Delaware prior to the completion of this offering.
Technical terms used in this prospectus are explained in the glossary beginning on page G-1.
Microtune, Inc.
We are a leading radio frequency, or RF, silicon and systems company, providing high-performance RF tuners and transceivers to broadband communications markets. Using proprietary technologies and advanced design methodologies, we have designed and developed radio frequency integrated circuits, or RFICs, and RF modules for a variety of broadband access devices, including cable modems, PC/TVs, which are multimedia personal computers with broadband reception capabilities, set-top boxes and digital TVs. With at least one RF tuner required in each of these access devices, RF tuners are the gateway for reception of video, audio, data and/or voice over existing RF broadband communications infrastructures, such as cable and terrestrial. Our transceivers enable interactivity by permitting bi-directional communications. Our latest RFIC products offer a high level of integration by including more functions within the tuner through the use of increased silicon content, resulting in significant benefits with respect to cost, performance, size, reliability and manufacturability. Our RF module products provide a complete, fully-tested and production-ready RF system, eliminating a customer's need for RF design and manufacturing expertise.
In recent years, there has been dramatic growth in new broadband digital entertainment, information and communications services, such as high-speed Internet access, web-enabled TV, digital and high-definition TV and cable telephony. These new services have fueled the growth in sales of broadband access devices. We target existing high-growth broadband communications markets, such as the cable modem and PC/TV markets, and emerging markets, such as the digital TV, set-top box and cable telephony markets. In addition, we sell our RF solutions to existing high-volume markets including the automotive market. Every automotive radio, cable modem, PC/TV, set-top box, VCR and TV requires at least one RF tuner. Increasingly, some of these access devices include multiple tuners for enhanced or additional services. Based on market reports from Cahner's Instat Group and Kinetic Strategies, the worldwide demand for RF tuners in these markets could reach 310 million units by 2001.
Broadband digital entertainment, information and communications services pose a number of RF performance challenges which are not adequately addressed by the use of typical low-cost RF tuners currently used in analog devices, such as TVs and VCRs. Typical high performance tuners also have been prohibitively expensive for RF broadband applications. As a result, there is a demand for a class of cost-effective RF tuners capable of high performance. In addition, we believe the increasing pressures to provide even higher performance at lower cost, combined with the desirable traits of increased reliability, manufacturability and reduced size, will drive the market toward RF tuner solutions with increasing levels of silicon content. These market demands have created a significant opportunity for our RF solutions.
Our RF solutions provide our customers with the following benefits:
. High Performance Tuning. Our tuner solutions facilitate more efficient use of the RF spectrum, reliable reception of digital content, concurrent reception of analog and digital broadcasts, full utilization of available bandwidth and compatibility with current industry standards;
. IC Tuner Leadership. Our MicroTuner is the first single-chip RF tuner that incorporates all of the active elements of an RF tuner, which results in significant benefits with respect to cost, performance, size, reliability and manufacturability;
. Unique Combination of RF Silicon and Systems Expertise. We possess both leading RF silicon and systems expertise which allows us to achieve increasing levels of integration and provides a complete solution to our customers;
. Broad Suite of RF Tuner Solutions. We believe the breadth of our product portfolio allows us to be a sole source provider for our customers and allows them to migrate easily, at their own pace, to our silicon-only implementations;
. Worldwide Sales, Support and Engineering Infrastructure. We offer our products worldwide and provide our customers with global support; and . Captive Module Manufacturing. We are able to leverage our manufacturing facilities to deliver high quality RF solutions to our customers, as evidenced by our QS-9000 and ISO 9002 certified facility.
Our goal is to be the leading provider of RF silicon and systems solutions to our targeted broadband communications markets by:
. strengthening and broadening our broadband RF technology leadership, including expanding our existing patent portfolio of 14 granted U.S. and foreign patents and 21 pending U.S. and foreign patent applications (which together include over 1000 individual claims);
. targeting high growth broadband RF markets;
. developing and expanding relationships with industry leaders; and . migrating existing customers to more highly integrated RF solutions.
Corporate Information In January 2000, we combined with Temic Telefunken Hochfrequenztechnik GmbH (now called Microtune GmbH) and its affiliated companies, by acquiring HMTF Acquisition (Bermuda), Ltd., a Bermuda corporation, which owned Temic and its affiliated companies. In connection with this combination, we acquired manufacturing facilities in Manila, Philippines, a design center in Ingolstadt, Germany and a distribution facility in Huntsville, Alabama. Since January 2000, we have been operating as one company.
We are a Delaware corporation with our principal executive offices located at 2540 East Plano Parkway, Suite 188, Plano, Texas 75074. Our telephone number is (972) 673-1600. Our fiscal year ends on December 31. We maintain a world wide website at www.microtune.com. The reference to our world wide website does not constitute incorporation by reference of the information contained at this site. Microtune, MicroTuner and the Microtune logo are our trademarks. All other brand names and trademarks appearing in this prospectus are the property of their respective holders.