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<SEC-DOCUMENT>0001157523-05-009487.txt : 20051101
<SEC-HEADER>0001157523-05-009487.hdr.sgml : 20051101
<ACCEPTANCE-DATETIME>20051101162055
ACCESSION NUMBER:		0001157523-05-009487
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20051101
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20051101
DATE AS OF CHANGE:		20051101

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MONOLITHIC SYSTEM TECHNOLOGY INC
		CENTRAL INDEX KEY:			0000890394
		STANDARD INDUSTRIAL CLASSIFICATION:	SEMICONDUCTORS & RELATED DEVICES [3674]
		IRS NUMBER:				770291941
		STATE OF INCORPORATION:			CA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-32929
		FILM NUMBER:		051170044

	BUSINESS ADDRESS:	
		STREET 1:		755 N MATIHILDA AVENUE
		CITY:			SUNNYVALE
		STATE:			CA
		ZIP:			94085
		BUSINESS PHONE:		408 731 1800

	MAIL ADDRESS:	
		STREET 1:		755 N MATIHILDA AVENUE
		CITY:			SUNNYVALE
		STATE:			CA
		ZIP:			94085
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a5009630.txt
<DESCRIPTION>MONOLITHIC SYSTEM TECHNOLOGY, INC. 8-K
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

                                 Current Report

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): November 1, 2005


                       Monolithic System Technology, Inc.
             (Exact name of registrant as specified in its charter)

                                    000-32929
                            (Commission File Number)

   Delaware                                         77-0291941
   (State or other jurisdiction of       (I.R.S. Employer Identification No.)
    incorporation)


                             755 N. Mathilda Avenue
                           Sunnyvale, California 94085
             (Address of principal executive offices, with zip code)

                                 (408) 731-1800
              (Registrant's telephone number, including area code)


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[] Written communications pursuant to Rule 425 under the Securities Act
   (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
   Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
   Act (17 CFR 240.13e-4(c))



<PAGE>


Item 2.02 Results of Operations and Financial Condition.

On November 1, 2005, Monolithic System Technology, Inc. issued a press release
announcing its financial results for the third fiscal quarter ended September
30, 2005. A copy of this press release is furnished as Exhibit 99.1 to this
report.

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto,
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, and shall not be deemed incorporated by reference into any
filing made under the Securities Act of 1933, except as expressly set forth by
specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.                         Description
- --------------------------------------------------------------------------------

99.1              Press Release issued November 1, 2005
- ----

                                      -2-
<PAGE>



                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                   MONOLITHIC SYSTEM TECHNOLOGY, INC.



Date:  November 1, 2005           By:    /s/ Mark Voll
                                     -------------------------------------------
                                       Mark Voll
                                       Vice President, Finance & Administration,
                                       Chief Financial Officer, Secretary

                                      -3-
<PAGE>



                                  EXHIBIT INDEX
                                  -------------

Exhibit No.                             Description
- --------------------------------------------------------------------------------

99.1                   Press Release issued November 1, 2005


                                      -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a5009630ex99.txt
<DESCRIPTION>EXHIBIT 99.1 PRESS RELEASE
<TEXT>
                                                                    Exhibit 99.1

Monolithic System Technology, Inc. Announces Third Quarter 2005 Financial
Results; Achieves Net Income Break-Even with Total Net Revenue Increasing for
the Third Consecutive Quarter

    SUNNYVALE, Calif.--(BUSINESS WIRE)--Nov. 1, 2005--Monolithic System
Technology, Inc. (MoSys), (Nasdaq:MOSY), the industry's leading
provider of high-density system-on-chip (SoC) embedded memory, today
reported financial results for its third quarter ended September 30,
2005.

    Financial Results

    Total net revenue for the third quarter of 2005 increased to $4.1
million, a 35 percent sequential increase over the prior quarter.
Third quarter total revenue increased from $3.1 million reported in
the previous quarter and from $1.7 million in the same period a year
ago.
    Total net revenue consisted of $3.2 million from licensing and
$897,000 from royalties. Licensing revenue for the third quarter
increased 67 percent from the $1.9 million reported in the previous
quarter and from the $128,000 reported in the same period a year ago.
Third quarter licensing revenue reflected the completion of several
existing projects under contract as well as revenue from newly secured
license agreements. Royalty revenues decreased by $224,000 compared to
the previous quarter and by $591,000 year-over-year, reflecting
seasonality in the consumer electronics business and product lifecycle
transitions of our customers.
    The gross margin percentage in the third quarter of 2005 was 84
percent, increasing from 80 percent in the second quarter of 2005, and
above the 81 percent gross margin reported in the third quarter of
2004.
    Total operating expenses for the quarter were $4.1 million and
included approximately $450,000 in expenses related to the UniRAM
litigation.
    Under generally accepted accounting principles (GAAP) in the
United States, the operating loss for the third quarter was $618,000,
as compared to a second quarter loss of $1.2 million. Net income for
the quarter was $50,000, or $0.00 per share, compared to a net loss of
$579,000, or ($0.02) per share, in the previous quarter and net income
of $5.1 million, or $0.15 diluted earnings per share, in the same
period last year.
    "We are pleased with the results of the third quarter as we
recorded a substantial increase sequentially and year-over-year in
total net revenue and made good progress towards our goal of
profitability by reaching break-even in net income," commented Chet
Silvestri, Chief Executive Officer of MoSys. "During the quarter, we
saw strong interest in our new CLASSIC Macro family of silicon-proven
off-the-shelf designs. The introduction of these new products, along
with our efforts to enhance and improve our sales and marketing
functions should contribute to a continued increase in licensing
revenues in 2006."
    "We announced the appointment of Dhaval Ajmera to the position of
Vice President of Worldwide Sales and Business Development and believe
his 23 years of executive management and technology licensing
experience will further the proliferation of our 1T-SRAM solutions for
both our custom macros and off-the-shelf CLASSIC Macro configurations.
One of Dhaval's priorities will be to strengthen our sales presence in
Asia as that region represents the largest potential for our
high-density memories. As an example, during the quarter, we signed a
new license agreement with LG Electronics for a high volume consumer
electronic application. We look forward to working with companies like
LG to expand the acceptance and implementation of our unique 1T-SRAM
technologies in the high-volume consumer market, which requires the
density, reliability and cost-saving characteristics that 1T-SRAM
provides," concluded Mr. Silvestri.

    Business Outlook

    Chet Silvestri, Chief Executive Officer and Mark Voll, Chief
Financial Officer will update the business outlook and give guidance
for the fourth quarter of 2005 during their financial results
conference call at 2:15 p.m. PT on Tuesday, November 1, 2005.

    Third Quarter 2005 Financial Results Webcast/ Conference Call

    MoSys management will host a live conference call and Webcast with
investors today, November 1, 2005, at 2:15 p.m. Pacific time (5:15
p.m. Eastern time) to discuss the third quarter financial results and
the business outlook going forward. Investors and other interested
parties may listen to the live audio Webcast by visiting the investor
relation's section of the MoSys Web site at http://www.mosys.com. A
replay of the conference call will be available for 48 hours beginning
at 5 p.m. Pacific time. The replay telephone number is 1-888-286-8010
with a pass code of 31044075. A Webcast replay will also be available
on the company's website.

    About MoSys, Inc.

    Founded in 1991, MoSys (Nasdaq:MOSY), develops, licenses and
markets innovative memory technologies for semiconductors. MoSys'
patented 1T-SRAM technologies offer a combination of high density, low
power consumption, high speed and low cost unmatched by other
available memory technologies. The single transistor bit cell used in
1T-SRAM memory results in the technology achieving much higher density
than traditional six transistor SRAMs while using the same standard
logic manufacturing processes. 1T-SRAM technologies also offer the
familiar, refresh-free interface and high performance for random
address access cycles associated with traditional SRAMs. In addition,
these technologies can reduce operating power consumption by a factor
of four compared with traditional SRAM technology, contributing to
making them ideal for embedding large memories in System on Chip (SoC)
designs. MoSys' licensees have shipped more than 98 million chips
incorporating 1T-SRAM embedded memory technologies, demonstrating
excellent manufacturability in a wide range of silicon processes and
applications. MoSys is headquartered at 755 N. Mathilda Avenue,
Sunnyvale, California 94085. More information is available on MoSys'
website at http://www.mosys.com.

    Forward-Looking Statements

    This press release may contain forward-looking statements about
the Company including, without limitation, benefits and performance
expected from use of the Company's 1T-SRAM technology.
    Forward-looking statements are based on certain assumptions and
expectations of future events that are subject to risks and
uncertainties. Actual results and trends may differ materially from
historical results or those projected in any such forward-looking
statements depending on a variety of factors. These factors include
but are not limited to, customer acceptance of our 1T-SRAM
technologies, the timing and nature of customer requests for our
services under existing license agreements, the timing of customer
acceptance of our work under such agreements, the level of commercial
success of licensees' products such as cell phone hand sets, ease of
manufacturing and yields of devices incorporating our 1T-SRAM, our
ability to enhance the 1T-SRAM technology or develop new technologies,
the level of intellectual property protection provided by our patents,
the vigor and growth of markets served by our licensees and customers
and operations of the Company and other risks identified in the
Company's most recent annual report on Form 10-K filed with the
Securities and Exchange Commission, as well as other reports that
MoSys files from time to time with the Securities and Exchange
Commission. MoSys undertakes no obligation to update publicly any
forward-looking statement for any reason, except as required by law,
even as new information becomes available or other events occur in the
future.

    1T-SRAM(R) is a MoSys trademark registered in the U.S. Patent and
Trademark Office. All other trade, product, or service names
referenced in this release may be trademarks or registered trademarks
of their respective holders.



                 MONOLITHIC  SYSTEM TECHNOLOGY, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               (In thousands, except per share amounts)

                        Three Months Ended       Nine Months Ended
                           September 30,            September 30,
                          2005        2004        2005        2004
                      ----------- ----------- ------------ -----------
                      (unaudited) (unaudited) (unaudited)  (unaudited)
Net Revenue
  Product                     $-         $76          $10        $919
  Licensing                3,233         128        6,386       4,426
  Royalty                    897       1,488        3,484       4,256
                      ----------- ----------- ------------ -----------
       Total               4,130       1,692        9,880       9,601
                      ----------- ----------- ------------ -----------

Cost of Net Revenue
  Product                      -          86            -         630
  Licensing                  668         236        1,743       1,094
                      ----------- ----------- ------------ -----------
       Total                 668         322        1,743       1,724
                      ----------- ----------- ------------ -----------
Gross Profit               3,462       1,370        8,137       7,877
                      ----------- ----------- ------------ -----------

Operating Expenses
  Research and
   development             1,359       2,174        4,282       6,368
  Selling, general and
   administrative          2,721       3,949        7,403      11,976
  Restructuring
   expenses                    -           -          114           -
                      ----------- ----------- ------------ -----------
       Total operating
        expenses           4,080       6,123       11,799      18,344
                      ----------- ----------- ------------ -----------

  Loss from operations      (618)     (4,753)      (3,662)    (10,467)
  Interest and other
   income                    679      10,398        1,797      11,028
                      ----------- ----------- ------------ -----------

  Income (loss) before
   income taxes               61       5,645       (1,865)        561
  Provision for income
   taxes                     (11)       (565)         (33)        (57)
                      ----------- ----------- ------------ -----------

Net Income (Loss)            $50      $5,080      $(1,898)       $504
                      =========== =========== ============ ===========

Net income (loss) per
 share
  Basic                    $0.00       $0.16       ($0.06)      $0.02
                      =========== =========== ============ ===========
  Diluted                  $0.00       $0.15       ($0.06)      $0.02
                      =========== =========== ============ ===========


Shares used in
 computing net income
 (loss) per share
       Basic              30,531      31,074       30,479      30,902
       Diluted            31,504      33,350       30,479      32,184



                  MONOLITHIC SYSTEM TECHNOLOGY, INC.
                CONDENSED CONSOLIDATED BALANCE SHEETS
                            (in thousands)

                                        September 30,  December 31,
                                            2005          2004
                                        ------------- --------------
                                         (unaudited)
Assets
Current Assets
   Cash, cash equivalents and short-term
    investments                              $64,110        $62,349
   Accounts receivable - net                   2,129          1,996
   Unbilled contract receivable                  720             57
   Prepaid expenses and other assets           2,411          2,939
                                        ------------- --------------
        Total Current Assets                  69,370         67,341

   Long-term investments                      20,120         24,562
   Property and equipment - net                1,209            685
   Goodwill                                   12,326         12,326
   Other Assets                                  560            539
                                        ------------- --------------
        Total Assets                        $103,585       $105,453
                                        ============= ==============


Liabilities and Stockholders' Equity:
Current Liabilities:
   Accounts payable                             $155           $120
   Accrued expenses and other
    liabilities                                2,874          3,314
   Deferred revenue                            1,210          1,372
                                        ------------- --------------
   Total Current Liabilities                   4,239          4,806

    Long-term portion of restructuring
     liability                                   228            239

   Common stock and additional paid in
    capital                                   98,868         98,260
   Retained earnings                             250          2,148
                                        ------------- --------------
Total Stockholders' Equity                    99,118        100,408
                                        ------------- --------------

   Total Liabilities and Stockholders'
    Equity                                  $103,585       $105,453
                                        ============= ==============

    CONTACT: MoSys, Sunnyvale
             Mark Voll, 408-731-1846
             markv@mosys.com
             or
             Shelton Investor Relations
             Beverly Twing, 972-239-5119 x126
             btwing@sheltongroup.com

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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