Form S-1 · Transmeta Corp

Transmeta

Priced November 6, 2000 · $21.00 a share · Original on SEC EDGAR · PDF

Prospectus Summary

You should read the following summary together with the entire prospectus, including the more detailed information in our consolidated financial statements and related notes appearing elsewhere in this prospectus. You should carefully consider, among other things, the matters discussed in "Risk Factors."

Transmeta develops and sells hardware and software technologies for Mobile Internet Computers, which are portable computing and communication devices designed to provide an Internet experience comparable to that traditionally provided by a desktop personal computer, or PC. Our Crusoe family of microprocessors is targeted at the notebook and Internet appliance segments of the Mobile Internet Computer market, and we provide Crusoe microprocessors to suit both existing and emerging products within these market segments. We believe that our microprocessors are also well suited for other developing markets requiring low power consumption, including set-top boxes and residential gateways.

As people are becoming increasingly mobile, they are dependent on use of the Internet from remote locations to conduct their business and personal lives. In addition, the emergence of high-speed wired and wireless Internet access is enabling a new generation of notebook and Internet appliance products that offer significant improvements in portability and provide users with a full-featured Internet experience. International Data Corporation, or IDC, estimates that the market for notebook computers will grow to 35 million units in 2003, while the market for Internet appliances and similar devices that access the Internet is expected to grow to more than 75 million units in the same time frame.

Rather than using the traditional method of designing microprocessors primarily with hardware, we have developed a unique approach that incorporates a substantial portion of microprocessor functionality into our software. We believe that our approach to designing microprocessors allows us to provide the first microprocessor solution that simultaneously satisfies a wide range of user requirements for Mobile Internet Computers, including x86 software compatibility, long battery life and performance comparable to the desktop PC.

The primary components of our Crusoe microprocessors are as follows:

CODE MORPHING SOFTWARE. Our Code Morphing software provides a compatibility bridge between x86 software and our own proprietary instruction set, using a translation process that is indiscernible to the end user. In addition, Code Morphing Software continuously learns about and re-optimizes software applications a user is running to improve power usage and performance.

VERY LONG INSTRUCTION WORD (VLIW) PROCESSOR HARDWARE. Our VLIW processor hardware provides for parallel processing of instructions to achieve high performance. Because we use Code Morphing software to perform much of the functionality typically found in hardware, our microprocessors use a relatively simple hardware design that is optimized for low power consumption in addition to speed.

We are focused on extending our leadership in software-based microprocessor technologies and expanding the number of products and end markets that use Crusoe microprocessors. We have assembled a team of engineers with comprehensive systems expertise to help these manufacturers quickly resolve any system design issues and achieve rapid time-to-market for next generation products built with our Crusoe microprocessors. In addition, we have established, and intend to continue to establish, relationships with computer manufacturers to design and develop next generation Mobile Internet Computers.

We have a history of substantial losses, and at June 30, 2000, we had an accumulated deficit of approximately $119.4 million.

We were incorporated in California in March 1995. We intend to reincorporate in Delaware prior to this offering. Our principal executive offices are located at 3940 Freedom Circle, Santa Clara, California 95054, and our telephone number at that address is (408) 919-3000.

Transmeta(TM), the Transmeta logo, Crusoe(TM), the Crusoe logo, Code Morphing(TM) and LongRun(TM) are trademarks of Transmeta Corporation in the United States and other countries. All other trademarks or trade names appearing in this prospectus are the property of their respective owners.

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