Pericom Semiconductor Corp – IPO: ‘S-1/A’ on 10/30/97

As of:  Thursday, 10/30/97   ·   Accession #:  929624-97-1316   ·   File #:  333-35327

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment #3 to the Form S-1                          85    488K 

Document Table of Contents

S-1/A
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 1997      
                                                      REGISTRATION NO. 333-35327
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------  

AMENDMENT NO. 3 TO      
FORM S-1
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933

--------------  

PERICOM SEMICONDUCTOR CORPORATION 
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

--------------  
CALIFORNIA                       3674                  77-0254621 
  (STATE OR OTHER          (PRIMARY STANDARD INDUSTRIAL   (I.R.S. EMPLOYER
JURISDICTION OF INCORPORATION   CLASSIFICATION CODE NO.)    IDENTIFICATION NO.) 
OR ORGANIZATION)                                                        

2380 BERING DRIVE 
SAN JOSE, CALIFORNIA 95131
(408) 435-0800
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES AND PRINCIPAL
PLACE OF BUSINESS)

--------------  

PATRICK B. BRENNAN
VICE PRESIDENT, FINANCE AND ADMINISTRATION
PERICOM SEMICONDUCTOR CORPORATION 
2380 BERING DRIVE 
SAN JOSE, CALIFORNIA 95131
(408) 435-0800
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

COPIES TO:
MICHAEL C. PHILLIPS, ESQ.                GREGORY M. GALLO, ESQ.   
KEVIN A. FAULKNER, ESQ.                JAMES M. KOSHLAND, ESQ.  
HEIKE E. FISCHER, ESQ.                PAUL A. BLUMENSTEIN, ESQ. 
 MORRISON & FOERSTER LLP              GRAY CARY WARE & FREIDENRICH
  755 PAGE MILL ROAD                  A PROFESSIONAL CORPORATION
PALO ALTO, CA 94304-1018                  400 HAMILTON AVENUE     
                                      PALO ALTO, CA 94301-1825

--------------  

 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.                

 If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of    
1933 check the following box. [_]                                               

If this Form is filed to register additional securities for an offering     
pursuant to Rule 462(b) under the Securities Act, please check the following    
box and list the Securities Act registration statement number of the earlier    
effective registration statement for the same offering. [_]                     
-----------                         

If this Form is a post-effective amendment filed pursuant to Rule 462(c)    
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. [_]                                                      
-----------                                                           

If delivery of the prospectus is expected to be made pursuant to Rule 434,  
please check the following box. [_]                                             

--------------  

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR    
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT      
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION 
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF  
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME     
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), 
MAY DETERMINE.                                                                  

================================================================================

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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A         +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE   +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY  +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT        +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR   +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE      +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE    +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF  +
+ANY SUCH STATE.                                                               +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION, DATED OCTOBER 30, 1997     

PROSPECTUS                                                                      

2,500,000 Shares

 [LOGO OF PERICOM]

Common Stock

Of the 2,500,000 shares of Common Stock offered hereby, 2,000,000 shares are
being offered by Pericom Semiconductor Corporation (the "Company") and 500,000  
shares are being offered by certain shareholders of the Company (the "Selling   
Shareholders"). See "Principal and Selling Shareholders." The Company will not  
receive any of the proceeds from the sale of shares by the Selling              
Shareholders.                                                                   

Prior to this offering, there has been no public market for the Common Stock
of the Company. It is currently estimated that the initial public offering      
price will be between $9.00 and $11.00 per share. See "Underwriting" for a      
discussion of the factors to be considered in determining the initial public    
offering price.                                                                 

The Company has applied to have the Common Stock approved for quotation on  
the Nasdaq National Market under the symbol "PSEM."                             

SEE "RISK FACTORS," BEGINNING ON PAGE 5, FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES  
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS    
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES    
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS   
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY    
IS A CRIMINAL OFFENSE.    

                                                                [Download Table]

                                             UNDERWRITING                PROCEEDS TO
                                  PRICE TO  DISCOUNTS AND  PROCEEDS TO     SELLING  
                                   PUBLIC   COMMISSIONS(1)  COMPANY(2)  SHAREHOLDERS
                                  --------  -------------- -----------  ------------
                                                                                    
Per Share........................     $         $                 $            $    
Total(3).........................    $         $                 $            $     

----                                                                            
(1) The Company and the Selling Shareholders have agreed to indemnify the       
 Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriting."                 

(2) Before deducting expenses payable by the Company, estimated at $600,000.    

(3) The Company and the Selling Shareholders have granted the Underwriters an   
option, on the same terms and conditions as set forth above exercisable 
within 30 days of the date hereof, to purchase up to 375,000 additional 
shares of Common Stock solely to cover over-allotments, if any. If such 
option is exercised in full, the total Price to Public, Underwriting    
Discounts and Commissions, Proceeds to Company and Proceeds to Selling  
 Shareholders will be $     , $     , $      and $     , respectively. See
"Underwriting."                                                         

The shares are being offered by the several Underwriters when, as and if    
delivered to and accepted by the Underwriters, subject to various prior         
conditions, including their right to reject orders in whole or in part. It is   
expected that delivery of share certificates will be made in New York, New      
York, on or about          , 1997.                                              

SoundView Financial Group, Inc.                                Unterberg Harris 

, 1997                                                                

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Set forth on the left hand side of the inside front cover page there are two
photos under the heading "Pericom High-Performance ICs," the one on the left    
showing a gymnast performing a manouver on the still rings, the one to the      
right showing a Pericom IC device on a circuit board. Below such photos, there  
are three columns. The column on the left sets forth the following text:        
"Pericom designs, develops and markets high-performance integrated circuits     
(ICs) for the transfer, routing and timing of digital and analog signals in     
personal computers, networking equipment and multimedia hardware. COMPUTERS--   
Solutions for signal transfer, signal switching, clock distribution, hot-plug   
interfaces, and mixed-voltage interface." The column in the center shows        
graphics of seven Pericom IC devices of various types with the following        
captions underneath: "Interface Logic," "Networking Transceivers," "Clock       
Generators," "Digital Switches" and "Analog Switches." Below such graphics,     
the center column includes the following text: "NETWORKING--Solutions used in   
FastEthernet protocol switching, hub-to-hub connections, backplane signal       
transfer, clock distribution, physical layer transceivers and hot-plug          
interfaces." The column on the right sets forth the following text:             
"MULTIMEDIA--Solutions used in TV/PC monitors, video switching, picture-in-     
picture video overlay, audio switching and video multiplexing." Set forth       
below such text is a stylized letter "P" in a circle and the name "PERICOM."    

Set forth on the left hand side of the inside cover gatefold under the      
caption "High-Performance Notebook Computer and Multimedia Applications" and    
the sentence "Pericom supplies interface logic, digital and analog switches     
and clock management products to notebook PC manufacturers such as Acer,        
Compaq, Dell, IBM, Toshiba, and multimedia companies such as Avid, Diamond      
Multimedia and Trident Microsystems." Set forth below are graphics consisting   
of four rectangular boxes with smaller boxes inside, labeled as a docking       
station, a notebook computer, an audio card, and a video card, respectively.    
The box representing a docking station is connected to the box representing a   
notebook computer. Within the boxes, certain elements of the applicable item    
are depicted, with the interconnection of such elements shown by lines. The     
elements offered by Pericom are highlighted: "Switch" in the box depicting a    
docking station; "Logic," "Clock", and "Switch" in the box depicting a          
notebook computer; "Clock," and three "Analog Switch[es]" in the box depicting  
an audio card; and "Bus Switch," "Clock" and "Video Switch" in the box          
depicting a video card. Set forth under such graphics is the following          
sentence: "APPLICATION: High-performance notebook computer with Pentium-class   
microprocessor with docking station connection."                                

Set forth on the right side of the inside cover gatefold under the caption  
"Networking Application" and the sentence "Pericom supplies interface logic,    
LAN switches, clock management products and transceivers to networking          
equipment manufacturers such as 3COM, Ascend Communications, Bay Networks,      
Cabletron Systems, Cisco Systems and Hewlett-Packard." Set forth below are      
graphics consisting of rectangular boxes labeled "Network Switch" and           
thereunder graphics and title "Network Interface Card." Within the boxes,       
certain elements of the applicable items are depicted, with the                 
interconnection of such elements shown by lines. The elements offered by        
Pericom are highlighted: two "Switch[es]," "Logic," "Clock," "PHY," and "LAN    
Switch" in the box representing a network switch; and "Memory," "Multi-         
Protocol Controller," two "LAN Transceiver[s]," and "Filter Magnetic" in the    
box representing a network interface card. The element "PHY" is marked with an  
asterisk. At the bottom of the graphic is the following phrase: "*Pericom is    
currently shipping engineering samples of its PHY products." The boxes          
depicting the two systems are connected by a line. Set forth to the left of     
the box representing a network switch is a three-dimensional graphic labeled    
"Network Switch," and to the left of the box depicting a network interface      
card is a graphic labeled "Notebook Computer with Docking Station." Set forth   
at the bottom of the page is the following sentence: "APPLICATION: Networking   
system with multiprotocol 100-megabit transceivers for network switch and LAN   
adapter."                                                                       

[INSIDE FRONT COVER PHOTOGRAPHS]  

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS   
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,     
INCLUDING OVER-ALLOTMENT, STABILIZING TRANSACTIONS, SYNDICATE SHORT-COVERING    
TRANSACTIONS AND PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE       
"UNDERWRITING."                                                                 

The Company intends to furnish its shareholders with annual reports         
containing financial statements audited by independent accountants and to make  
available quarterly reports containing unaudited summary financial information  
for each of the first three quarters of each fiscal year.                       

Pericom is a registered trademark of the Company and SiliconConnect,        
SiliconSwitch, SiliconClock, SiliconInterface, LanSwitch, DigitalSwitch,        
AnalogSwitch, FlexClock and VideoSwitch are trademarks and trade names of the   
Company. This Prospectus also contains other product names and trade names and  
trademarks of the Company and of other organizations.                           

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   Set forth on the left side of the inside cover gatefold under the caption
"High Performance Notebook Computer and Multimedia Applications" and the        
sentence "Pericom supplies interface logic, digital and analog switches, and    
clock management products to notebook companies such as Acer, Compaq, Dell,     
Hitachi, IBM, and multimedia companies such as Avid, Diamond Multimedia, STB    
Systems, and Trident Microsystems" are one circle, four rectangular boxes with  
smaller boxes inside, and one square box, labeled as a file server, a docking   
station, a notebook computer, a sound card, and a laser printer.  The circle    
representing a file server is connected to the box representing a docking       
station which in turn is connected to the boxes representing a notebook computer
and a laser printer.  Within the boxes, certain elements of the applicable item 
are depicted, with the interconnection of such elements shown by lines.  The    
elements offered by Pericom are highlighted:  "Switch" in the box depicting a   
docking station; "Logic," "Clock", and two "Switches" in the box depicting a    
notebook computer; "Switch," "Clock," and two "Analog Switch[es]" in the box    
depicting a sound card; "Switch", "Clock" and "Video Switch" in the box         
depicting a video card, and "Clock" in the box depicting a laser printer.  Set  
forth under such graphics is the following sentence: "APPLICATION:  High-       
performance notebook computers with Pentium-Class microprocessors communicating 
with docking station connections".                                              

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    Set forth on the right side of the inside cover gatefold under the caption
"Networking Application" and the sentence "Pericom supplies interface logic, LAN
switches, clock management products, and transceivers to networking companies   
such as 3COM, Ascend Communications, Cabletron Systems, Cisco Systems, Hewlett- 
Packard and Samsung" are rectangular boxes labeled "Switching Hub System" and   
thereunder graphics entitled "Adapter System." Within the boxes, certain        
elements of the applicable item are depicted, with the interconnection of such  
elements shown by lines.  The elements offered by Pericom are highlighted:      
"Switch,", "Logic," "Clock," "PHY," and "LAN Switch" in the box representing a  
switching hub system; and "Logic," "Clock," and "LAN Switch" in the box         
representing an adapter system. Elements of which Pericom is currently shipping 
engineering samples are marked as such.  The boxes depicting the systems are    
connected by a line.  Set forth to the left of the box representing a switching 
hub system is a three-dimensional box labeled "Switching Hub," and to the left  
of the box depicting an adapter system is a graphic labeled "Mobile Computer    
with Docking Station."  Set forth at the bottom of the page is the following    
sentence:  "APPLICATION:  Networking systems with multiprotocol 100-megabit     
transceivers for switching hub and adapter system."                             

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PROSPECTUS SUMMARY

 The following summary should be read in conjunction with, and is qualified in
its entirety by, the detailed information and the Financial Statements,         
including the Notes thereto, appearing elsewhere in this Prospectus. Unless     
otherwise indicated, the information in this Prospectus (i) assumes no exercise 
of the Underwriters' over-allotment option, (ii) has been adjusted to reflect a 
1-for-2 reverse stock split effected in October 1997, and (iii) has been        
adjusted to reflect the conversion of all outstanding shares of Preferred Stock 
into Common Stock upon the closing of the offering.                             

THE COMPANY 

Pericom Semiconductor Corporation (the "Company" or "Pericom") designs,     
develops and markets high-performance interface integrated circuits ("ICs")     
used in many of today's advanced electronic systems. Interface ICs, such as     
interface logic, switches and clock management products, transfer, route and    
time electrical signals among a system's microprocessor, memory and various     
peripherals and between interconnected systems. High-performance interface ICs, 
which enable high signal quality, are essential for the full utilization of the 
available speed and bandwidth of advanced microprocessors, memory ICs, LANs and 
WANs. Pericom focuses on high-growth and high-performance segments of the       
notebook computing, networking and multimedia markets, in which advanced system 
designs require interface ICs with high-speed performance, reduced power        
consumption, low-voltage operation, small size and higher levels of             
integration.                                                                    

Pericom has combined its extensive design technology and applications       
knowledge with its responsiveness to the specific needs of electronic systems   
developers to become a competitive supplier of interface ICs. The Company has   
evolved from one product line in fiscal 1992 to four currently --               
SiliconInterface, SiliconSwitch, SiliconClock and SiliconConnect -- with a    
goal of providing an increasing breadth of interface IC solutions to its        
customers. Pericom currently offers approximately 300 standard products, of     
which 81 were introduced during the twelve months ended September 30, 1997, and 
is planning to introduce 34 new products during the fourth quarter of calendar  
1997.                                                                           

Pericom has developed and is continuously refining a modular design         
methodology which enables it to rapidly introduce proprietary and high-         
performance products. Central to this methodology is Pericom's library of       
advanced digital and analog macrocells and core functions, many of which are    
not available in commercial ASIC libraries. A number of these macrocells and    
core functions, including mixed-voltage input/output cells, a digital PLL, an   
analog PLL and a charge pump, are designed with patented technology. This       
advanced library allows Pericom to effectively address the market requirements  
for interface ICs with short propagation delay, low noise and jitter, minimal   
skew and reduced EMI emissions. The modular design methodology also allows the  
Company to utilize a combination of digital macrocells, analog macrocells and   
sea-of-gates arrays to rapidly design interface ICs optimized for power,        
density, performance and manufacturing. Another key attribute of the design     
methodology is the utilization of common mask sets from which multiple designs  
can be developed, resulting in rapid product introductions, lower development   
costs and fast response to volume requirements at competitive pricing.          

The Company has adopted a fabless manufacturing strategy to gain access to a
broad range of advanced process technologies without incurring substantial      
capital investments. The Company has a long-standing relationship with          
Chartered, recently began using TSMC as an important supplier and is currently  
qualifying LG. The Company also utilizes AMS and NJRC for BiCMOS and high-      
voltage CMOS processes. See "Risk Factors--Dependence on Independent Wafer      
Foundries."                                                                     

 Pericom pursues a three-tier customer strategy, consisting of (i) penetrating
target accounts by working with customer system design engineers to have        
Pericom ICs incorporated into their product designs, (ii) solidifying customer  
relationships through on-time delivery of high-quality, state-of-the-art,       
competitively-priced ICs and                                                    

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(iii) expanding sales to existing customers by providing increasingly extensive 
solutions to customer needs. The Company markets and distributes its products   
through a worldwide network of independent sales representatives and            
distributors. The Company's customers and OEM end users include 3Com            
Corporation, Apple Computer, Inc., Ascend Communications, Inc., Avid            
Technology, Inc., Cabletron Systems, Inc., Canon Inc., Cisco Systems, Inc.,     
Compaq Computer Corporation, Digital Equipment Corporation, Hewlett-Packard     
Company, Hitachi Ltd., International Business Machines Corporation, Intel       
Corporation, Inventec, Inc., Smart Modular Technologies Inc., Solectron         
Technology Corporation and Toshiba Corporation.                                 

THE OFFERING

                                                        [Enlarge/Download Table]
                                                                                      
Common Stock offered:                                                                 
 By the Company..................................  2,000,000 shares                   
 By the Selling Shareholders.....................    500,000 shares                   
    Total.....................................     2,500,000 shares                   
Common Stock to be outstanding after the                                              
 offering(1)...................................... 9,023,790 shares                   
Use of proceeds................................... General corporate purposes,        
                                                   including working capital, purchase
                                                   of capital equipment and potential 
                                                   acquisitions.                      
Proposed Nasdaq National Market symbol............ PSEM                               

SUMMARY FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA) 

                                                                [Download Table]

                                                                   THREE MONTHS 
                                                                      ENDED     
                                 FISCAL YEAR ENDED JUNE 30,       SEPTEMBER 30, 
                           -------------------------------------- --------------
                            1993   1994    1995    1996    1997    1996   1997  
                            ----   ----    ----    ----    ----    ----   ----  
                                                                                
STATEMENT OF INCOME DATA:                                                       
Net revenues.............  $6,284 $18,886 $22,732 $41,174 $33,166 $6,601 $11,398
Gross profit.............   2,983   7,878   9,859  18,377  12,180  2,605   4,559
Income from operations...     367   2,432   2,879   7,492   2,004    171   1,434
Net income...............     333   2,544   2,041   4,710   1,578    185   1,023
Net income per common and                                                       
 equivalent share........  $ 0.05 $  0.33 $  0.26 $  0.57 $  0.20 $ 0.02 $  0.12
Shares used in computing                                                        
 per share data(2) ......   6,638   7,696   7,975   8,269   8,092  8,224   8,210

                                                                [Download Table]

                                                           AS OF SEPTEMBER 30,  
                                                                  1997          
                                                         -----------------------
                                                         ACTUAL  AS ADJUSTED (3)
                                                         ------- ---------------
                                                                                
BALANCE SHEET DATA:                                                             
Cash and equivalents.................................... $ 9,544     $27,544    
Working capital.........................................  13,535      31,535    
Total assets............................................  24,086      42,086    
Shareholders' equity....................................  17,876      35,876    

--------                                                                        
(1) Excludes 1,486,057 shares reserved for issuance pursuant to the exercise of 
stock options outstanding as of September 30, 1997 having a weighted    
  average exercise price of $2.56 per share. See "Management -- Stock Plans"
and Note 6 of Notes to Financial Statements.                            
(2) See Note 1 of Notes to Financial Statements for an explanation of the       
  method used to determine the number of shares used in computing net income
per common and equivalent share.                                        
(3) Adjusted to reflect the receipt of the estimated net proceeds from the sale 
of 2,000,000 shares offered by the Company hereby at an assumed initial 
public offering price of $10.00 per share.                              

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RISK FACTORS  

In addition to the other information contained in this Prospectus, investors
should carefully consider the following risk factors in evaluating an           
investment in the Common Stock offered hereby. This Prospectus contains         
certain forward-looking statements. These statements are subject to risks and   
uncertainties, including those set forth below, and actual results could        
differ materially from those expressed or implied in these statements. All      
forward-looking statements included in this Prospectus are made as of the date  
hereof, and the Company assumes no obligation to update any such forward-       
looking statements or reasons why actual results might differ.                  

LIMITED OPERATING HISTORY; POTENTIAL FLUCTUATIONS IN OPERATING RESULTS          

The Company was founded in 1990 and has a limited history of operations,    
having shipped its first products in volume in fiscal 1993. There can be no     
assurance that any past levels of revenue growth or profitability can be        
sustained on a quarterly or annual basis. The Company's expense levels are      
based in part on anticipated future revenue levels, which can be difficult to   
predict. The Company's business is characterized by short-term orders and       
shipment schedules. The Company does not have long-term purchase agreements     
with any of its customers, and customers can typically cancel or reschedule     
their orders without significant penalty. The Company typically plans its       
production and inventory levels based on forecasts, generated with input from   
customers and sales representatives, of customer demand which is highly         
unpredictable and can fluctuate substantially. If customer demand falls         
significantly below anticipated levels, the Company's business, financial       
condition and results of operations would be materially and adversely           
affected. See "Management's Discussion and Analysis of Financial Condition and  
Results of Operations."                                                         

The Company has experienced significant fluctuations in its quarterly       
operating results in the past three fiscal years and could continue to          
experience such fluctuations in the future. For instance, in the quarter ended  
June 30, 1997, sales to Harris Corporation ("Harris") under a private label     
resale program were $3.1 million, compared to an average of $0.8 million in     
each of the three previous quarters. Sales to Harris are not expected to        
continue at the level achieved in the quarter ended June 30, 1997 and may       
fluctuate significantly from quarter to quarter. The Company's operating        
results are affected by a wide variety of factors that could materially and     
adversely affect net revenues and results of operations, including a decline    
in the gross margins of its products, the growth or reduction in the size of    
the market for interface ICs, delay or decline in orders received from          
distributors, the availability of manufacturing capacity with the Company's     
wafer suppliers, changes in product mix, customer acceptance of the Company's   
new products, the ability of customers to make payments to the Company, the     
timing of new product introductions and announcements by the Company and its    
competitors, increased research and development expenses associated with new    
product introductions or process changes, expenses incurred in obtaining and    
enforcing, and in defending claims with respect to, intellectual property       
rights, changes in manufacturing costs and fluctuations in manufacturing        
yields, and other factors such as general conditions in the semiconductor       
industry. All of the above factors are difficult for the Company to forecast,   
and these or other factors can materially and adversely affect the Company's    
business, financial condition and results of operations for one quarter or a    
series of quarters. The Company's expense levels are based in part on its       
expectations regarding future sales and are fixed in the short term to a large  
extent. Therefore, the Company may be unable to adjust spending in a timely     
manner to compensate for any unexpected shortfall in sales. Any significant     
decline in demand relative to the Company's expectations or any material delay  
of customer orders could have a material adverse effect on the Company's        
business, financial condition and results of operations. There can be no        
assurance that the Company will be able to sustain profitability on a           
quarterly or annual basis. In addition, it is possible that the Company's       
operating results in future quarters may fall below the expectations of public  
market analysts and investors, which would likely result in a material drop in  
the market price of the Company's Common Stock. See "-- No Prior Market, Stock  
Price Volatility; Dilution" and "Management's Discussion and Analysis of        
Financial Condition and Results of Operations."                                 

Historically, selling prices in the semiconductor industry generally, as    
well as for the Company's products, have decreased significantly over the life  
of each product. Beginning late in calendar 1995 and continuing into calendar   
1997, the Company experienced a significant decrease in the selling prices of   
many of its products,                                                           

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which had a material adverse effect on the Company's net revenues and overall   
gross margins. The Company expects that selling prices for its existing         
products will continue to decline over time and that average selling prices     
for new products will decline significantly over the lives of these products.   
Declines in selling prices for the Company's products, if not offset by         
reductions in the costs of producing these products or by sales of new          
products with higher gross margins, would reduce the Company's overall gross    
margins and could materially and adversely affect the Company's business,       
financial condition and results of operations. There can be no assurance that   
the Company will be able to reduce production costs or to develop and market    
new products with higher gross margins. See "-- Technological Change;           
Dependence on New Products," "-- Competition," "-- Semiconductor Industry       
Risks" and "Management's Discussion and Analysis of Financial Condition and     
Results of Operations."                                                         

DEPENDENCE ON INDEPENDENT WAFER FOUNDRIES                                       

In fiscal 1996 and 1997, approximately 90% of the wafers for the Company's  
semiconductor products were manufactured by Chartered Semiconductor             
Manufacturing Pte, Ltd. ("Chartered"), and the remainder of the Company's       
wafers were manufactured by Austria Mikro Systeme GmbH ("AMS"), New Japan       
Radio Corporation ("NJRC") and Taiwan Semiconductor Manufacturing Corporation   
("TSMC"). The Company is currently qualifying LG Semicon Co., Ltd. ("LG") as a  
foundry supplier. The Company believes that it will receive an increasing       
portion of its wafer requirements from TSMC and LG in the future. The           
Company's reliance on independent wafer suppliers to fabricate its wafers at    
their production facilities subjects the Company to such possible risks as      
potential lack of adequate capacity and available manufactured products, lack   
of control over delivery schedules and the risk of events limiting production   
and reducing yields, such as fires or other damage to production facilities or  
technical difficulties. Although, to date, the Company has not experienced any  
material delays in obtaining an adequate supply of wafers, there can be no      
assurance that the Company will not experience delays in the future. Any        
inability or unwillingness of the Company's wafer suppliers generally, and      
Chartered in particular, to provide adequate quantities of finished wafers to   
meet the Company's needs in a timely manner or in needed quantities would       
delay production and product shipments and have a material adverse effect on    
the Company's business, financial condition and results of operations.          

At present, the Company purchases wafers from its wafer suppliers through   
the issuance of purchase orders based on rolling six-month forecasts provided   
by the Company, and such purchase orders are subject to acceptance by each      
wafer foundry. The Company does not have long-term purchase agreements with     
any of its wafer suppliers, each of which has the right to reduce or terminate  
allocations of wafers to the Company. In the event that these suppliers were    
unable or unwilling to continue to manufacture the Company's key products in    
required volumes, the Company would have to identify and qualify additional     
foundries. In any event, the Company's future growth will also be dependent     
upon its ability to identify and qualify new wafer foundries. The               
qualification process can take up to six months or longer, and there can be no  
assurance that any additional wafer foundries will become available to the      
Company or will be in a position to satisfy any of the Company's requirements   
on a timely basis. The Company also depends upon its wafer suppliers to         
participate in process improvement efforts, such as the transition to finer     
geometries, and any inability or unwillingness of such suppliers to do so       
could delay or otherwise materially adversely affect the Company's development  
and introduction of new products. Furthermore, sudden shortages of raw          
materials or production capacity constraints can lead wafer suppliers to        
allocate available capacity to customers other than the Company or for          
internal uses, which could interrupt the Company's ability to meet its product  
delivery obligations. Any significant interruption in the supply of wafers to   
the Company would adversely affect the Company's operating results and          
relations with affected customers. The Company's reliance on independent wafer  
suppliers may also impact the length of the development cycle for the           
Company's products, which may provide time-to-market advantages to competitors  
that have in-house fabrication capacity.                                        

In the recent past, some wafer foundries, including some of those utilized  
by the Company, required certain customers to make substantial financial        
commitments to them as a condition to future allocations of finished wafer      
output. These financial commitments have taken the form of equity investments   
in the foundry, full or                                                         

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partial pre-payments on orders, or the furnishing of capital equipment to the   
foundry. The Company has not been required to make such financial commitments   
to date. Although wafer foundries generally are no longer requiring such        
financial commitments, there can be no assurance that wafer foundries will not  
renew such requirements at some time in the future. The Company has limited     
financial resources and would be substantially less able than many of its       
competitors and other semiconductor companies to provide equity investments or  
other financial accommodations to its foundries to obtain capacity allocation   
guarantees. To the extent that such financial commitments are required to       
maintain existing wafer output or to obtain new capacity, the Company's         
ability to obtain wafers will be adversely affected if the Company is unable    
to meet such requirements.                                                      

Each of Chartered, AMS, NJRC, TSMC and LG is located outside the United     
States, which exposes the Company to risks associated with international        
business operations, including foreign governmental regulations, currency       
fluctuations, reduced protection for intellectual property, changes in          
political conditions, disruptions or delays in shipments and changes in         
economic conditions in the countries where these foundries are located, each    
of which could have a material adverse effect on the Company's business,        
financial condition and results of operations. See "Management's Discussion     
and Analysis of Financial Condition and Results of Operations" and              
"Business -- Manufacturing."                                                    

TECHNOLOGICAL CHANGE; DEPENDENCE ON NEW PRODUCTS                                

The markets for the Company's products are characterized by rapidly changing
technology, frequent new product introductions and declining selling prices     
over product life cycles. The Company's future success is highly dependent      
upon the timely completion and introduction of new products at competitive      
price/performance levels. The success of new products depends on a variety of   
factors, including product selection, product performance and functionality,    
customer acceptance, competitive pricing, successful and timely completion of   
product development, sufficient wafer fabrication capacity and achievement of   
acceptable manufacturing yields by the Company's wafer suppliers. There can be  
no assurance that the Company will be able to successfully identify new         
product opportunities and develop and bring to market such new products or      
that the Company will be able to respond effectively to new technological       
changes or new product announcements by others. In addition, the Company may    
experience delays, difficulty in procuring adequate fabrication capacity for    
the development and manufacture of such products or other difficulties in       
achieving volume production of these products. The failure of the Company to    
complete and introduce new products in a timely manner at competitive           
price/performance levels would materially and adversely affect the Company's    
business, financial condition and results of operations.                        

The Company has relied in the past and continues to rely upon its           
relationships with manufacturers of high-performance systems for insights into  
product development strategies for emerging system requirements. The Company    
believes it will rely on these relationships more in the future as the Company  
focuses on the development and production of application specific standard      
products. The Company generally incorporates its new products into a            
customer's product or system at the design stage. However, these design         
efforts, which can often require significant expenditures by the Company, may   
precede the generation of volume sales, if any, by a year or more. Moreover,    
the value of any design win will depend in large part on the ultimate success   
of the customer's product and on the extent to which the system's design        
accommodates components manufactured by the Company's competitors. No           
assurance can be given that the Company will achieve design wins or that any    
design win will result in significant future revenues. To the extent the        
Company cannot develop or maintain such relationships, its ability to develop   
well-accepted new products may be impaired, which could have a material         
adverse effect on the Company's business, financial condition and results of    
operations. See "Management's Discussion and Analysis of Financial Condition    
and Results of Operations," "Business -- Products" and "Business -- Research    
and Development."                                                               

CUSTOMER CONCENTRATION                                                          

A relatively small number of customers has accounted for a significant      
portion of the Company's net revenues in each of the past several fiscal years  
and the Company expects this trend to continue for the foreseeable future. In   
fiscal 1997, sales to Harris and International Business Machines Corporation    
("IBM")                                                                         

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accounted for approximately 17% and 14%, respectively, of the Company's net     
revenues, and sales to the Company's top five customers accounted for           
approximately 47% of net revenues. In the fourth quarter of fiscal 1997, sales  
to Harris under a private label resale program were $3.1 million and accounted  
for 27.3% of the Company's net revenues during that quarter. In the first       
quarter of fiscal 1998, the Company's top five customers accounted for 35% of   
net revenues, although no single customer accounted for greater than 10% of     
net revenues. The Company does not have long-term purchase agreements with any  
of its customers. There can be no assurance that the Company's current          
customers will continue to place orders with the Company, that orders by        
existing customers will continue at the levels of previous periods or that the  
Company will be able to obtain orders from new customers. In particular, sales  
to Harris are not expected to continue at the level achieved in the fourth      
quarter of fiscal 1997. Loss of one or more of the Company's large customers,   
or a reduction in the volume of orders placed by any of such customers, could   
materially and adversely affect the Company's business, financial condition     
and results of operations. See "-- Limited Operating History; Potential         
Fluctuations in Operating Results," "Management's Discussion and Analysis of    
Financial Condition and Results of Operations," "Business -- Customers" and     
"Business -- Sales and Marketing."                                              

COMPETITION                                                                     

The semiconductor industry is intensely competitive. Significant competitive
factors in the market for high- performance ICs include product features and    
performance, product quality, price, success in developing new products,        
adequate wafer fabrication capacity and sources of raw materials, efficiency    
of production, timing of new product introductions, ability to protect          
intellectual property rights and proprietary information, and general market    
and economic conditions. The Company's competitors include Cypress              
Semiconductor Corporation, Integrated Circuit Systems, Inc., Integrated Device  
Technology, Inc., Maxim Integrated Products, Inc., Quality Semiconductor, Inc.  
and Texas Instruments, Inc., most of which have substantially greater           
financial, technical, marketing, distribution and other resources, broader      
product lines and longer-standing customer relationships than the Company. The  
Company also competes with other major or emerging companies that sell          
products to certain segments of the markets addressed by the Company.           
Competitors with greater financial resources or broader product lines may also  
have greater ability than the Company to engage in sustained price reductions   
in the Company's primary markets in order to gain or maintain market share.     

The Company believes that its future success will depend on its ability to  
continue to improve and develop its products and processes. Unlike the          
Company, many of the Company's competitors maintain internal manufacturing      
capacity for the fabrication and assembly of semiconductor products, which may  
provide such competitors with more reliable manufacturing capability, shorter   
development and manufacturing cycles and time-to-market advantages. In          
addition, competitors with their own wafer fabrication facilities that are      
capable of producing products with the same design geometries as those of the   
Company may be able to manufacture and sell competitive products at lower       
prices. Introduction of products by competitors that are manufactured with      
improved process technology could materially and adversely affect the           
Company's business and results of operations. As is typical in the              
semiconductor industry, competitors of the Company have developed and marketed  
products having functionality similar or identical to the Company's products,   
and the Company expects this trend to continue in the future. To the extent     
the Company's products do not achieve performance, price, size or other         
advantages over products offered by competitors, the Company is likely to       
experience greater price competition with respect to such products. The         
Company also faces competition from the makers of microprocessors and other     
system devices, including application specific integrated circuits ("ASICs"),   
that have been and may be developed for particular systems. These devices may   
include interface logic functions, which may eliminate the need or sharply      
reduce the demand for the Company's products in particular applications. There  
can be no assurance that the Company will be able to compete successfully in    
the future or that competitive pressures will not materially and adversely      
affect the Company's financial condition and results of operations.             
Competitive pressures could also reduce market acceptance of the Company's      
products and result in price reductions and increases in expenses that could    
materially and adversely affect the Company's business, financial condition     
and results of operations. See "-- Dependence on Independent Wafer Foundries,"  
"-- Dependence on Single or Limited Source Assembly Subcontractors,"            
"Business -- Manufacturing" and "Business -- Competition."                      

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VARIATION IN PRODUCTION YIELDS                                                  

The manufacture and assembly of semiconductor products is highly complex and
sensitive to a wide variety of factors, including the level of contaminants in  
the manufacturing environment, impurities in the materials used and the         
performance of manufacturing personnel and production equipment. In a typical   
semiconductor manufacturing process, silicon wafers produced by the foundry     
are sorted and cut into individual die that are then assembled into individual  
packages and tested for performance. The Company's wafer fabrication suppliers  
have from time to time experienced lower-than-anticipated yields of good die,   
as is typical in the semiconductor industry. In the event of such decreased     
yields, the Company would incur additional costs to sort wafers, an increase    
in average cost per usable die and an increase in the time to market for its    
products. These conditions could reduce the Company's net revenues and gross    
margin, and have an adverse effect on the Company's business and results of     
operations, and relations with affected customers. No assurance can be given    
that the Company or its suppliers will not experience yield problems in the     
future which could result in a material adverse effect on the Company's         
business and results of operations. See "Business -- Manufacturing."            

SEMICONDUCTOR INDUSTRY RISKS                                                    

The semiconductor industry has historically been cyclical and periodically  
subject to significant economic downturns, characterized by diminished product  
demand, accelerated erosion of selling prices, overcapacity and rapidly         
changing technology and evolving industry standards. Beginning late in          
calendar 1995 and continuing into calendar 1997, the Company experienced a      
significant decrease in the selling prices of many of its products,             
attributable primarily to a significant downward trend in pricing experienced   
in the semiconductor industry. Although the semiconductor industry is           
currently experiencing increased demand, it is uncertain how long these         
conditions will continue. The Company does not expect that this high level of   
demand will continue indefinitely. Accordingly, the Company may in the future   
experience substantial period-to-period fluctuations in business and results    
of operations due to general semiconductor industry conditions, overall         
economic conditions or other factors. The Company's business is also subject    
to the risks associated with the effects of legislation and regulations         
relating to the import or export of semiconductor products. See "Management's   
Discussion and Analysis of Financial Condition and Results of Operations,"      
"Business -- Manufacturing," "Business -- Sales and Marketing" and              
"Business -- Competition."                                                      

RELIANCE ON DISTRIBUTORS; PRODUCT RETURNS                                       

Sales through domestic and international distributors represented 40% and   
36% of the Company's net revenues in fiscal 1996 and 1997, respectively. The    
Company's distributors are not subject to minimum purchase requirements, may    
reduce or delay orders periodically due to excess inventory and can             
discontinue selling the Company's products at any time. The Company recognizes  
revenue and related gross profit from sales of products through distributors    
when shipped. Domestic distributors are generally permitted a return allowance  
of 10% of their net purchases every six months. Although the Company believes   
that, to date, it has provided adequate allowances for exchanges, returns,      
price protection and other concessions and, to date, amounts incurred have not  
been material, there can be no assurance that actual amounts incurred will not  
exceed the Company's allowances, particularly in connection with the            
introduction of new products, enhancements to existing products or price        
reductions. The Company's distributors typically offer competing products. The  
loss of one or more distributors, or the decision by one of the distributors    
to reduce the number of the Company's products offered by such distributor or   
to carry the product lines of the Company's competitors, could have a material  
adverse effect on the Company's business, financial condition and results of    
operations. See "Business -- Sales and Marketing."                              

MANAGEMENT OF GROWTH                                                            

The Company has recently experienced and may continue to experience growth  
in the number of its employees and the scope of its operations, resulting in    
increased responsibilities for management personnel. To manage recent and       
potential future growth effectively, the Company will need to continue to       
implement and                                                                   

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improve its operational, financial and management information systems and to    
hire, train, motivate and manage a growing number of employees. The future      
success of the Company also will depend on its ability to attract and retain    
qualified technical, marketing and management personnel, particularly highly-   
skilled design, process and test engineers, for whom competition is intense.    
In particular, the current availability of qualified engineers is limited, and  
competition among companies for skilled and experienced engineering personnel   
is very strong. The Company is currently attempting to hire a number of         
engineering personnel and has experienced delays in filling such positions.     
During strong business cycles, the Company expects to experience continued      
difficulty in filling its needs for qualified engineers and other personnel.    
The Company intends to implement a new management information system over the   
next six months. There can be no assurance that the Company will not encounter  
difficulties as it seeks to integrate this new system into its operations.      
There can be no assurance that the Company will be able to achieve or manage    
effectively any such growth, and failure to do so could delay product           
development cycles or otherwise have a material adverse effect on the           
Company's business, financial condition and results of operations.              

DEPENDENCE ON KEY PERSONNEL                                                     

The Company's future success will depend to a large extent on the continued 
contributions of its executive officers and other key management and technical  
personnel, none of whom has an employment agreement with the Company and each   
of whom would be difficult to replace. The Company does not maintain any key    
person life insurance policy on any such persons. The loss of the services of   
one or more of the Company's executive officers or key personnel or the         
inability to continue to attract qualified personnel could delay product        
development cycles or otherwise have a material adverse effect on the           
Company's business, financial condition and results of operations. See          
"Business -- Employees" and "Management."                                       

PATENTS AND PROPRIETARY RIGHTS                                                  

The Company's success depends in part on its ability to obtain patents and  
licenses and preserve other intellectual property rights covering its products  
and development and testing tools. In the United States, the Company holds      
five patents covering certain aspects of its product designs and has eight      
additional patent applications pending. Copyrights, mask work protection,       
trade secrets and confidential technological know-how are also key elements of  
the Company's business. There can be no assurance that any additional patents   
will be issued to the Company or that the Company's patents or other            
intellectual property will provide meaningful protection from competition. The  
Company may be subject to or may initiate interference proceedings in the U.S.  
Patent and Trademark Office, which can consume significant financial and        
management resources. In addition to the foregoing, the laws of certain         
territories in which the Company's products are or may be developed,            
manufactured or sold may not protect the Company's products and intellectual    
property rights to the same extent as the laws of the United States. The        
inability of the Company to protect its intellectual property adequately could  
have a material adverse effect on its business, financial condition and         
results of operations.                                                          

The semiconductor industry is characterized by frequent litigation regarding
patent and other intellectual property rights, and there can be no assurance    
that the Company will not be subject to infringement claims by other parties.   
In May 1995, Quality Semiconductor, Inc. ("QSI"), a competitor of the Company,  
brought a lawsuit against the Company in the United States District Court for   
the Northern District of California, San Francisco Division, claiming           
infringement of one of its patents by certain features in certain of the        
Company's bus switch products and seeking injunctive relief and unspecified     
monetary damages. Discovery has commenced but is stayed pending a claim         
construction hearing. The Company believes that it has meritorious defenses,    
that the products involved are not material to the Company's business and that  
the resolution of this matter will not have a material adverse effect on the    
Company's business, financial position or results of operations. However, any   
litigation, whether or not determined in favor of the Company, can result in    
significant expense to the Company and can divert the efforts of the Company's  
technical and management personnel from productive tasks. In the event of an    
adverse ruling in any litigation involving intellectual property, the Company   
might be required to discontinue the use of certain processes, cease the        
manufacture, use and sale of infringing products,                               

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expend significant resources to develop non-infringing technology or obtain     
licenses to the infringed technology, and may suffer significant monetary       
damages, which could include treble damages. In the event the Company attempts  
to license any allegedly infringed technology, there can be no assurance that   
such a license would be available on reasonable terms or at all. In the event   
of a successful claim against the Company and the Company's failure to develop  
or license a substitute technology on commercially reasonable terms, the        
Company's business and results of operations would be materially and adversely  
affected. There can be no assurance that the claims brought by QSI or any       
potential infringement claims by other parties (or claims for indemnity from    
customers resulting from any infringement claims) will not materially and       
adversely affect the Company's business, financial condition and results of     
operations.                                                                     

The process technology used by the Company's independent foundries,         
including process technology that the Company has developed with its            
foundries, can generally be used by such foundries to produce their own         
products or to manufacture products for other companies, including the          
Company's competitors. In addition, the Company does not generally have the     
right to implement the process technology used to manufacture its products      
with foundries other than the foundry with which it has developed such process  
technology. See "Business --Intellectual Property."                             

RISKS OF INTERNATIONAL SALES                                                    

Sales outside of the United States accounted for approximately 35%, 30%, 37%
and 42% of the Company's net revenues in fiscal 1995, 1996 and 1997 and the     
first quarter of fiscal 1998, respectively. The Company expects that export     
sales will continue to represent a significant portion of net revenues. The     
Company intends to expand its operations outside of the United States, which    
will require significant management attention and financial resources and       
further subject the Company to international operating risks. These risks       
include unexpected changes in regulatory requirements, delays resulting from    
difficulty in obtaining export licenses for certain technology, tariffs and     
other barriers and restrictions, and the burdens of complying with a variety    
of foreign laws. The Company is also subject to general geopolitical risks in   
connection with its international operations, such as political and economic    
instability and changes in diplomatic and trade relationships. In addition,     
because the Company's international sales are denominated in U.S. dollars,      
increases in the value of the U.S. dollar could increase the price in local     
currencies of the Company's products in foreign markets and make the Company's  
products relatively more expensive than competitors' products that are          
denominated in local currencies, and there can be no assurance that the         
Company will not be materially and adversely affected by fluctuating exchange   
rates. There can be no assurance that regulatory, geopolitical and other        
factors will not materially and adversely affect the Company's business,        
financial condition and results of operations in the future or require the      
Company to modify its current business practices. See "Business -- Customers"   
and "Business -- Sales and Marketing."                                          

DEPENDENCE ON SINGLE OR LIMITED SOURCE ASSEMBLY SUBCONTRACTORS                  

The Company primarily relies on foreign subcontractors for the assembly and 
packaging of its products and, to a lesser extent, for the testing of its       
finished products. Some of these subcontractors are the Company's single        
source supplier for certain new packages. Although the Company believes that    
it is not materially dependent upon any such subcontractor, changes in the      
Company's or a subcontractor's business could cause the Company to become       
materially dependent on a subcontractor. The Company has from time to time      
experienced difficulties in the timeliness and quality of product deliveries    
from the Company's subcontractors. Although delays experienced to date have     
not been material, there can be no assurance that the Company will not          
experience similar or more severe difficulties in the future. The Company       
generally purchases these single or limited source components or services       
pursuant to purchase orders and has no guaranteed arrangements with such        
subcontractors. There can be no assurance that these subcontractors will        
continue to be able and willing to meet the Company's requirements for any      
such components or services. Any significant disruption in supplies from, or    
degradation in the quality of components or services supplied by, these         
subcontractors, or any other circumstance that would require the Company to     
qualify alternative sources of supply could delay shipments and                 

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result in the loss of customers, or limitations or reductions in the Company's  
revenues, or otherwise materially and adversely affect the Company's business,  
financial condition and results of operations.                                  

Each of the Company's assembly subcontractors is located outside the United 
States, which exposes the Company to risks associated with international        
business operations, including foreign governmental regulations, currency       
fluctuations, reduced protection for intellectual property, changes in          
political conditions, disruptions or delays in shipments and changes in         
economic conditions in the countries where these subcontractors are located,    
any of which could have a material adverse effect on the Company's business,    
financial condition and results of operations. See "Business --                 
Manufacturing."                                                               

CONTROL BY PRINCIPAL SHAREHOLDERS                                               

Upon the consummation of this offering, the current officers, directors and 
current holders of five percent or more of the Company's Common Stock will own  
approximately 49.2% of the outstanding Common Stock. Accordingly, these         
shareholders acting as a group will have control with respect to matters        
requiring approval by the shareholders of the Company, including the ability    
to elect a majority of the board of directors. In addition, the Company's       
Restated Articles of Incorporation allow the Company to issue Preferred Stock   
with rights senior to those of the Common Stock without any further vote or     
action by the shareholders, which could make it more difficult for              
shareholders to effect certain corporate actions. These provisions could also   
have the effect of delaying or preventing a change in control of the Company.   
See "Management," "Principal and Selling Shareholders" and "Description of      
Capital Stock."                                                                 

BROAD MANAGEMENT DISCRETION IN USE OF PROCEEDS                                  

The net proceeds to the Company from the sale of the Common Stock offered by
the Company hereby at the estimated initial public offering price of $10.00     
per share are estimated to be $18.0 million ($    million if the Underwriters'  
over-allotment option is exercised in full) after deducting the underwriting    
discounts and commissions and estimated offering expenses payable by the        
Company. While the Company currently anticipates that it will use a portion of  
such proceeds for acquisition of capital equipment, a substantial portion of    
such proceeds are currently allocated only for general corporate purposes.      
Consequently, management will have broad discretion over the use of a majority  
of the proceeds of the offering. See "Use of Proceeds."                         

NO PRIOR MARKET; STOCK PRICE VOLATILITY; DILUTION                               

Prior to this offering, there has been no public market for the Company's   
Common Stock. Consequently, the initial public offering price will be           
determined by negotiations among the Company, the Selling Shareholders and the  
representatives of the Underwriters. There can be no assurance that an active   
public market for the Common Stock will develop or be sustained after the       
offering or that the market price of the Common Stock will not decline below    
the initial public offering price. The trading price of the Company's Common    
Stock could be subject to wide fluctuations in response to quarter-to-quarter   
variations in operating results, announcements of technological innovations or  
new products by the Company or its competitors, general conditions in the       
semiconductor and electronic systems industries, changes in earnings estimates  
by analysts, or other events or factors. In addition, the stock market has      
experienced extreme price and volume fluctuations, which have particularly      
affected the market prices of many high technology companies and which have     
often been unrelated to the operating performance of such companies. Any of     
the foregoing factors may materially and adversely affect the market price of   
the Company's Common Stock. In addition, purchasers of the Common Stock will    
experience immediate and substantial dilution in net tangible book value per    
share of the Common Stock from the initial public offering price per share.     
See "Dilution" and "Underwriting."                                              

POTENTIAL EFFECT OF SHARES ELIGIBLE FOR FUTURE SALE ON MARKET PRICE OF THE      
COMMON STOCK                                                                    

Sales of a substantial number of shares of Common Stock after this offering 
could adversely affect the market price of the Common Stock and could impair    
the Company's ability to raise capital through the sale of                      

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equity securities. Upon completion of this offering, the Company will have      
approximately 9,023,790 shares of Common Stock outstanding, based on the        
number of shares of Common Stock outstanding as of September 30, 1997. Of       
these shares, the 2,500,000 shares offered hereby will be freely tradeable      
without restriction under the Securities Act of 1933, as amended (the           
"Securities Act"), unless they are held by "affiliates" of the Company as that  
term is used in Rule 144 under the Securities Act.                              

The remaining 6,523,790 outstanding shares are "restricted securities"      
within the meaning of Rule 144. None of these shares will be eligible for sale  
in the public market at the effective date of the Registration Statement of     
which this Prospectus is a part (the "Effective Date"). Upon the expiration of  
agreements not to sell shares entered into with SoundView Financial Group,      
Inc. and/or the Company, 180 days after the Effective Date, approximately       
6,523,790 shares will become eligible for sale subject to the provisions of     
Rule 144 or Rule 701 and 826,891 additional shares subject to vested options    
will be eligible for sale subject to compliance with Rule 144 and Rule 701.     
Any shares subject to lock-up agreements may be released by SoundView           
Financial Group, Inc. prior to the expiration of the lock-up period at any      
time without notice. See "Underwriting."                                        

As soon as practicable after the Effective Date, the Company intends to file
one or more registration statements on Form S-8 under the Securities Act up to  
register approximately 3,267,518 shares of Common Stock reserved for issuance   
under the Company's 1990 Stock Option Plan, 1995 Stock Option Plan and 1997     
Employee Stock Purchase Plan, thus permitting the resale of such shares by      
non-affiliates in the public market without restriction under the Securities    
Act unless subject to lock-up agreements. Such registration statement(s) will   
become effective immediately upon filing. See "Management -- Stock Plans."      

Prior to this offering, there has been no public market for the Common Stock
of the Company, and any sale of substantial amounts in the open market may      
adversely affect the market price of the Common Stock offered hereby. See       
"Shares Eligible for Future Sale."                                              

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THE COMPANY 

Pericom Semiconductor Corporation was incorporated in California on June 25,
1990. The principal executive offices of the Company are located at 2380        
Bering Drive, San Jose, California 95131, and its telephone number at this      
address is (408) 435-0800.                                                      

USE OF PROCEEDS 

The net proceeds to the Company from the sale of the 2,000,000 shares of    
Common Stock being offered by the Company hereby at an assumed initial public   
offering price of $10.00 per share are estimated to be $18.0 million ($         
million if the Underwriters' over-allotment option is exercised in full),       
after deducting the estimated underwriting discounts and commissions and        
offering expenses. The principal purposes of this offering are to create a      
public market for the Company's Common Stock, obtain additional capital and     
facilitate future access by the Company to public equity markets. The net       
proceeds to the Company are expected to be used for general corporate           
purposes, including working capital. The Company expects to use approximately   
$2.0 million of the net proceeds of the offering in fiscal 1998 to acquire      
capital equipment for research and development and testing. The Company will    
not receive any proceeds from the sale of shares of Common Stock by the         
Selling Shareholders. See "Risk Factors -- Broad Management Discretion in Use   
of Proceeds" and "Principal and Selling Shareholders."                          

The Company may also use a portion of the net proceeds to fund acquisitions 
of complementary businesses, products or technologies. Although the Company     
has in the past reviewed potential acquisition opportunities, there are no      
current agreements or negotiations with respect to any such transactions.       

Pending the foregoing uses, the net proceeds of this offering will be       
invested in short-term, investment-grade or U.S. government securities.         

DIVIDEND POLICY 

The Company has never declared or paid dividends on its capital stock. The  
Company currently does not intend to pay dividends in the foreseeable future    
so that it may reinvest its earnings in the development of its business.        

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CAPITALIZATION  

The following table sets forth the capitalization of the Company (i) as of  
September 30, 1997, (ii) on a pro forma basis to give effect to the conversion  
into Common Stock of all outstanding shares of Preferred Stock upon the         
closing of the offering, and (iii) as further adjusted to give effect to the    
sale by the Company of the 2,000,000 shares of Common Stock being offered by    
the Company hereby at an assumed initial public offering price of $10.00 per    
share and the receipt of the estimated net proceeds therefrom. This table       
should be read in conjunction with the Financial Statements, including the      
Notes thereto, and "Selected Financial Data" included elsewhere herein.         

                                                                [Download Table]

                                                       AS OF SEPTEMBER 30, 1997
                                                       ------------------------
                                                                 PRO      AS   
                                                       ACTUAL   FORMA  ADJUSTED
                                                       ------- ------- --------
                                                        (IN THOUSANDS, EXCEPT  
                                                             SHARE DATA)       
                                                                               
Shareholders' equity:                                                          
 Preferred Stock, no par value; 14,225,000 shares au-                          
  thorized, actual; 5,000,000 shares authorized, pro                           
  forma and as adjusted:                                                       
 Series A Preferred Stock, 5,200,000 shares                                    
  designated, issued and outstanding, actual; none                             
  designated, issued and outstanding, pro forma and as                         
  adjusted............................................ $ 2,588 $    -- $    -- 
 Series B Preferred Stock, 2,150,000 shares                                    
  designated, issued and outstanding, actual; none                             
  designated, issued and outstanding, pro forma and as                         
  adjusted............................................   2,137      --      -- 
 Series C Preferred Stock, 1,875,000 shares                                    
  designated, issued and outstanding, actual; none                             
  designated, issued and outstanding, pro forma and as                         
  adjusted............................................   2,992      --      -- 
 Common Stock, no par value; 30,000,000 shares                                 
  authorized; 2,411,290 shares outstanding, actual;                            
  7,023,790 shares outstanding, pro forma; 9,023,790                           
  shares outstanding, as adjusted(1)..................     259   7,976  25,976 
 Retained earnings....................................   9,900   9,900   9,900 
                                                       ------- ------- ------- 
    Total shareholders' equity........................  17,876  17,876  35,876 
                                                       ------- ------- ------- 
      Total capitalization............................ $17,876 $17,876 $35,876 
                                                       ======= ======= ======= 

--------                                                                        
(1) Excludes 1,486,057 shares subject to outstanding options and 1,483,961      
  shares available for future issuance under the Company's 1990 Stock Option
Plan and 1995 Stock Option Plan and 300,000 shares available for future 
issuance under the Company's 1997 Employee Stock Purchase Plan. See     
"Management -- Stock Plans" and Note 6 of Notes to Financial Statements.

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DILUTION  

The pro forma net tangible book value of the Company as of September 30,    
1997 was approximately $17,876,000, or $2.55 per share. Pro forma net tangible  
book value per share represents the amount of the Company's shareholders'       
equity divided by 7,023,790 shares of Common Stock outstanding at September     
30, 1997, assuming the conversion of all outstanding shares of Preferred Stock  
into Common Stock. Pro forma net tangible book value dilution per share         
represents the difference between the amount per share paid by purchasers of    
shares of Common Stock in this offering and the pro forma net tangible book     
value per share of Common Stock immediately after completion of the offering.   
After giving effect to the sale by the Company of 2,000,000 shares of Common    
Stock offered by the Company hereby at an assumed initial public offering       
price of $10.00 per share, and the receipt of the estimated net proceeds        
therefrom, the pro forma net tangible book value of the Company as of           
September 30, 1997 would have been approximately $35,876,000, or $3.98 per      
share. This represents an immediate increase in pro forma net tangible book     
value of $1.43 per share to existing shareholders and an immediate dilution in  
pro forma net tangible book value of $6.02 per share to the purchasers of       
Common Stock in the offering, as illustrated in the following table:            

                                                                [Download Table]
                                                                               
Assumed initial public offering price per share...................       $10.00
  Pro forma net tangible book value per share as of September 30,              
   1997........................................................... $2.55       
  Increase in pro forma net tangible book value attributable to                
   new investors ................................................. 1.43        
                                                                   -----       
Pro forma net tangible book value per share after offering........         3.98
                                                                         ------
Dilution per share to new investors...............................       $ 6.02
                                                                         ======

The following table sets forth, on a pro forma basis as of September 30,    
1997, the difference between the existing shareholders and the purchasers of    
shares in the offering (at an assumed initial public offering price of $10.00   
per share) with respect to the number of shares purchased from the Company,     
the total consideration paid and the average price per share paid:              

                                                                [Download Table]

                             SHARES PURCHASED  TOTAL CONSIDERATION              
                             ----------------- ------------------- AVERAGE PRICE
                              NUMBER   PERCENT   AMOUNT    PERCENT   PER SHARE  
                             --------- ------- ----------- ------- -------------
                                                                                
Existing shareholders(1).... 7,023,790   77.8% $ 7,976,000   28.5%    $ 1.14    
New investors............... 2,000,000   22.2%  20,000,000   71.5%     10.00    
                             ---------  -----  -----------  -----               
  Total..................... 9,023,790  100.0% $27,976,000  100.0%              
                             =========  =====  ===========  =====               

--------                                                                        
(1) Sales by the Selling Shareholders in this offering will reduce the number   
of shares held by existing shareholders as of September 30, 1997 to     
6,523,790, or 72.3% (    % if the over-allotment option is exercised in 
full), and will increase the number of shares held by new investors to  
2,500,000, or 27.7% (         , or     % if the over-allotment option is
exercised in full), of the total number of shares of Common Stock       
  outstanding after this offering. See "Principal and Selling Shareholders."

At September 30, 1997, there were outstanding stock options to purchase an  
aggregate of 1,486,057 shares of Common Stock at a weighted average exercise    
price of $2.56 per share. If all of these options had been exercised, the       
Company's pro forma net tangible book value as of September 30, 1997 would      
have been approximately $21,680,000, or $2.55 per share. After giving effect    
to the sale by the Company of 2,000,000 shares of Common Stock offered by the   
Company hereby at an assumed initial public offering price of $10.00 per        
share, and the receipt of the estimated net proceeds therefrom, the pro forma   
net tangible book value of the Company as of September 30, 1997 would have      
been approximately $39,680,000, or $3.78 per share. This would represent an     
immediate increase in pro forma net tangible book value of $1.23 per share to   
existing shareholders and an immediate dilution in pro forma net tangible book  
value of $6.22 per share to the purchasers of Common Stock in the offering.     

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SELECTED FINANCIAL DATA 

The following selected financial data of the Company is qualified by        
reference to and should be read in conjunction with the Financial Statements,   
including the Notes thereto, and Management's Discussion and Analysis of        
Financial Condition and Results of Operations included elsewhere herein. The    
Statement of Income Data for each of the years in the three-year period ended   
June 30, 1997 and the Balance Sheet Data as of June 30, 1996 and 1997 are       
derived from, and are qualified by reference to, the Financial Statements       
included elsewhere in this Prospectus, which have been audited by Deloitte &    
Touche LLP, independent accountants, whose report with respect thereto appears  
elsewhere in this Prospectus. The Statement of Income Data for the years ended  
June 30, 1993 and 1994 and the Balance Sheet Data as of June 30, 1993, 1994     
and 1995 are derived from audited financial statements not included herein.     
The Statement of Income Data for the three-month periods ended September 30,    
1996 and 1997 and the Balance Sheet Data as of September 30, 1997 are derived   
from unaudited interim financial statements contained elsewhere herein. The     
unaudited interim financial statements include all adjustments, consisting      
only of normal recurring adjustments, which the Company considers necessary     
for a fair presentation of the data. Results of operations for interim periods  
are not necessarily indicative of results to be expected for the full fiscal    
year.                                                                           

                                                                [Download Table]

                                                                     THREE MONTHS 
                                                                        ENDED     
                                FISCAL YEAR ENDED JUNE 30,          SEPTEMBER 30, 
                          ----------------------------------------- --------------
                           1993    1994     1995    1996     1997    1996   1997  
                           ----    ----     ----    ----     ----    ----   ----  
                                  (IN THOUSANDS, EXCEPT PER SHARE DATA)           
                                                                                  
STATEMENT OF INCOME                                                               
 DATA:                                                                            
Net revenues............  $6,284  $18,886  $22,732 $41,174  $33,166 $6,601 $11,398
Cost of revenues........   3,301   11,008   12,873  22,797   20,986  3,996   6,839
                          ------  -------  ------- -------  ------- ------ -------
  Gross profit..........   2,983    7,878    9,859  18,377   12,180  2,605   4,559
Operating expenses:                                                               
  Research and                                                                    
   development..........   1,167    2,303    2,942   4,414    4,187    986   1,169
  Selling, general and                                                            
   administrative.......   1,449    3,143    4,038   6,471    5,989  1,448   1,956
                          ------  -------  ------- -------  ------- ------ -------
    Total operating                                                               
     expenses...........   2,616    5,446    6,980  10,885   10,176  2,434   3,125
                          ------  -------  ------- -------  ------- ------ -------
Income from operations..     367    2,432    2,879   7,492    2,004    171   1,434
Other income (expense),                                                           
 net....................     (33)     106      144     (50)     351    105      93
                          ------  -------  ------- -------  ------- ------ -------
Income before income                                                              
 taxes..................     334    2,538    3,023   7,442    2,355    276   1,527
Provision (credit) for                                                            
 income taxes...........       1       (6)     982   2,732      777     91     504
                          ------  -------  ------- -------  ------- ------ -------
Net income..............  $  333  $ 2,544  $ 2,041 $ 4,710  $ 1,578 $  185 $ 1,023
                          ======  =======  ======= =======  ======= ====== =======
Net income per common                                                             
 and equivalent share...  $ 0.05  $  0.33  $  0.26 $  0.57  $  0.20 $ 0.02 $  0.12
                          ======  =======  ======= =======  ======= ====== =======
Shares used in computing                                                          
 per share data(1)......   6,638    7,696    7,975   8,269    8,092  8,224   8,210
                          ======  =======  ======= =======  ======= ====== =======

                                                                [Download Table]

                                        AS OF JUNE 30,                 AS OF    
                            -------------------------------------- SEPTEMBER 30,
                             1993   1994    1995    1996    1997       1997     
                             ----   ----    ----    ----    ----   -------------
                                               (IN THOUSANDS)                   
BALANCE SHEET DATA:                                                             
                                                                                
Working capital............ $2,115 $ 6,625 $ 7,999 $12,145 $12,984    $13,535   
Total assets...............  4,458  10,054  14,483  19,820  23,581     24,086   
Long-term obligations......    123      --      --      --      --         --   
Shareholders' equity.......  2,742   8,294  10,352  15,095  16,795     17,876   

-------                                                                         
(1) See Note 1 of Notes to Financial Statements for an explanation of the       
  method used to determine the number of shares used in computing net income
per common and equivalent share.                                        

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATIONS 

OVERVIEW                                                                        

The Company, founded in June 1990, designs, develops and markets high-      
performance interface ICs for the transfer, routing and timing of signals       
within electronic systems. The Company's first volume sales occurred in fiscal  
1993 and consisted exclusively of 5-volt 8-bit interface logic circuits. The    
Company expanded its product offering by introducing 3.3-volt 16-bit logic      
circuits and 8-bit digital switches in fiscal 1994; clock generators, 3.3-volt  
clock synthesizers and buffers, and high-speed interface products for the       
networking industry in fiscal 1995; 32-bit logic, 16-bit digital switches and   
Pentium, 56K modem and laser printer clock synthesizers in fiscal 1996; and an  
analog switch family, mixed-voltage logic, a family of clock generators and a   
FastEthernet transceiver in fiscal 1997.                                        

The Company completed its first profitable fiscal year on June 30, 1993 and 
has been profitable in each of its last nineteen quarters. Beginning late in    
calendar 1995 and continuing into calendar 1997, the Company experienced a      
significant decrease in the selling prices of many of its products, which had   
a material adverse effect on the Company's net revenues and overall gross       
margins. This decrease in selling prices was attributable primarily to a        
significant downward trend in pricing experienced in the semiconductor          
industry and by the Company and was not fully offset by cost reductions. The    
decrease in net revenues and gross margins was also attributable to reduced     
sales to two customers, Apple Computer, Inc. ("Apple") and American Computer &  
Digital Components, Inc. ("ACDC"), which had previously accounted for           
substantial sales of certain of the Company's higher margin products. In        
addition, in the fourth quarter of fiscal 1997, the Company made significant    
shipments to Harris under a private label resale program, which had lower       
gross margins. Sales to Harris are not expected to continue at the level        
achieved in that quarter. The Company's operating results are influenced by a   
wide variety of factors that could materially and adversely affect net          
revenues and results of operations. See "Risk Factors --Limited Operating       
History; Potential Fluctuations in Operating Results."                          

As is typical in the semiconductor industry, the Company expects selling    
prices for its products to decline over the life of each product. The           
Company's ability to increase net revenues is highly dependent upon its         
ability to increase unit sales volumes of existing products and to introduce    
and sell new products in quantities sufficient to compensate for the            
anticipated declines in selling prices of existing products. The Company seeks  
to increase unit sales volume through increased wafer fabrication capacity      
allocations from its existing foundries, qualification of new foundries,        
increase the number of die per wafer through die size reductions and improve    
yields of good die through the implementation of advanced process               
technologies, but there can be no assurance that the Company will be            
successful in these efforts. In fiscal 1996 and 1997, approximately 90% of the  
wafers for the Company's semiconductor products were manufactured by            
Chartered. The Company qualified AMS as a wafer supplier in fiscal 1991, NJRC   
in fiscal 1995 and TSMC in fiscal 1997, and the Company is currently            
qualifying LG as an additional foundry supplier. The Company believes that it   
will receive an increasing portion of its wafer requirements from TSMC and LG   
in the future. See "Risk Factors -- Dependence on Independent Wafer             
Foundries."                                                                     

Declining selling prices will adversely affect gross margins unless the     
Company is able to offset such declines with the sale of new higher margin      
products or achieve commensurate reductions in unit costs. The Company seeks    
to improve its overall gross margin through the development and introduction    
of selected new products that the Company believes will ultimately achieve      
higher gross margins. A higher gross margin for a new product is typically not  
achieved until some period after the initial introduction of the product --     
\after start-up expenses for that product have been incurred and once volume    
production of the product begins. In general, costs are higher at the           
introduction of a new product due to the use of a more generalized design       
schematic, lower economies of scale in the assembly phase and lower die yield.  
The Company's ability to decrease unit cost depends on its ability to shrink    
the die sizes of its products, improve yields, obtain favorable subcontractor   
pricing, and make in-house test and assembly operations more productive and     
efficient. There can be no assurance that these efforts, even if successful,    
will be sufficient to offset declining selling prices.                          

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Revenue from product sales is recognized upon shipment. Estimated costs for 
exchanges, returns, price protection and other concessions are accrued in the   
period that sales are recognized. Although the Company believes that, to date,  
it has provided adequate allowances for exchanges, returns, price protection    
and other concessions, and, to date, amounts incurred have not been material,   
there can be no assurance that actual amounts incurred will not exceed the      
Company's allowances, particularly in connection with the introduction of new   
products, enhancements to existing products or price reductions. See "Risk      
Factors -- Reliance on Distributors; Product Returns."                          

At September 30, 1997, the Company's backlog was approximately $6.6 million 
compared to $5.3 million at September 30, 1996. The Company includes in its     
backlog customer-released orders with firm schedules for shipment within the    
next six months. The Company does not have long-term purchase agreements with   
any of its customers, and customers can typically cancel or reschedule their    
orders without significant penalty. As a result, customers frequently revise    
product quantitites and delivery schedules to reflect their changing needs.     
Since most of the Company's backlog can be canceled or rescheduled, the         
Company does not believe its backlog is a meaningful indicator of future        
revenue. See "Risk Factors - Limited Operating History;Potential Fluctuations   
in Operating Results."                                                          

RESULTS OF OPERATIONS                                                           

The following table sets forth certain statement of income data as a        
percentage of net revenues for the periods indicated.                           

                                                                [Download Table]

                                                                 THREE MONTHS   
                                            FISCAL YEAR ENDED        ENDED      
                                                JUNE 30,         SEPTEMBER 30,  
                                            -------------------  -------------- 
                                            1995   1996   1997    1996    1997  
                                            -----  -----  -----  ------  ------ 
                                                                                
Net revenues............................... 100.0% 100.0% 100.0%  100.0%  100.0%
Cost of revenues...........................  56.6   55.4   63.3    60.5    60.0 
                                            -----  -----  -----  ------  ------ 
 Gross margin..............................  43.4   44.6   36.7    39.5    40.0 
Operating expenses:                                                             
 Research and development..................  12.9   10.7   12.6    15.0    10.3 
 Selling, general and administrative.......  17.8   15.7   18.1    21.9    17.1 
                                            -----  -----  -----  ------  ------ 
  Total operating expenses.................  30.7   26.4   30.7    36.9    27.4 
                                            -----  -----  -----  ------  ------ 
Income from operations.....................  12.7   18.2    6.0     2.6    12.6 
Other income (expense), net................   0.6   (0.1)   1.1     1.6     0.8 
                                            -----  -----  -----  ------  ------ 
Income before income taxes.................  13.3   18.1    7.1     4.2    13.4 
Provision for income taxes.................   4.3    6.6    2.3     1.4     4.4 
                                            -----  -----  -----  ------  ------ 
Net income.................................   9.0%  11.5%   4.8%    2.8%    9.0%
                                            =====  =====  =====  ======  ====== 

FIRST QUARTER OF FISCAL 1997 COMPARED TO FIRST QUARTER OF FISCAL 1998           

NET REVENUES. Net revenues consist primarily of product sales, which are    
recognized at time of shipment, less an estimate for returns and other          
allowances as discussed above. Net revenues increased 73% from $6.6 million in  
the first quarter of fiscal 1997 to $11.4 million in the first quarter of       
fiscal 1998. This increase resulted from continued market acceptance of the     
Company's existing products and sales of new products in the Company's          
SiliconInterface and SiliconSwitch product lines, offset in part by a 22%       
decline in selling prices.                                                      

GROSS PROFIT. Gross profit increased 75% from $2.6 million in the first     
quarter of fiscal 1997 to $4.6 million in the first quarter of fiscal 1998.     
Gross margin increased from 39.5% in the first quarter of fiscal 1997 to 40.0%  
in the first quarter of fiscal 1998. These increases were primarily due to      
cost reductions which were achieved primarily through lower per unit assembly   
and test costs attributable to volume production economies and increased die    
per wafer resulting from reduced design geometries. These cost reductions       
exceeded the decline in selling prices of the Company's products.               

RESEARCH AND DEVELOPMENT. Research and development expenses consist         
primarily of personnel costs associated with developing new products,           
enhancing existing products, testing products and developing product            
documentation as well as other costs directly related to product development.   
Such expenses increased 19% from $1.0 million in the first quarter of fiscal    
1997 to $1.2 million in the first quarter of fiscal 1998 but decreased as a     
percentage of net revenues from 15.0% in the first quarter of fiscal 1997 to    
10.3% in the first quarter of fiscal 1998. The increase in expenses was         
primarily due to increased payroll-related expenses, increased mask expenses    
and increased consulting expenses offset by reductions in legal and software    
maintenance expenses. Research and development expenses decreased as a          
percentage of net revenues due primarily to the increase in net revenues in     
the first quarter of fiscal 1998 compared to the first quarter of fiscal 1997.  

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SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative    
expenses consist primarily of personnel and related overhead costs for sales,   
marketing, finance, human resources and general management. Such costs also     
include advertising, sales materials, sales commissions and other marketing     
and promotional expenses. Selling, general and administrative expenses          
increased 35% from $1.4 million in the first quarter of fiscal 1997 to $2.0     
million in the first quarter of fiscal 1998 but decreased as a percentage of    
net revenues from 21.9% in the first quarter of fiscal 1997 to 17.1% in the     
first quarter of fiscal 1998. The increase in expenses was primarily due to     
increased commission expenses resulting from higher sales as well as expenses   
associated with increased staffing levels, particularly in sales and            
marketing, and increased advertising expenses. Selling, general and             
administrative expenses decreased as a percentage of net revenues due           
primarily to the increase in net revenues in the first quarter of fiscal 1998   
compared to the first quarter of fiscal 1997.                                   

PROVISION FOR INCOME TAXES. The provision for income taxes increased from   
$91,000 in the first quarter of fiscal 1997 to $504,000 in the first quarter    
of fiscal 1998 due to increased profitability. The Company's effective tax      
rate in each of these quarters was approximately 33%.                           

COMPARISON OF FISCAL 1995, 1996 AND 1997                                        

NET REVENUES. Net revenues increased 81% from $22.7 million in fiscal 1995  
to $41.2 million in fiscal 1996. The increase in net revenues in fiscal 1996    
was primarily attributable to the Company's 16-bit logic family introduced in   
fiscal 1995, which accounted for 42% of net revenues in fiscal 1996 up from     
19% of net revenues in fiscal 1995. Net revenues decreased 19% from $41.2       
million in fiscal 1996 to $33.2 million in fiscal 1997. This decrease was       
primarily attributable to the significant downward trend in pricing             
experienced by the semiconductor industry and the Company in late fiscal 1996   
through fiscal 1997. A 30% increase in the number of units shipped in fiscal    
1997 compared to fiscal 1996 was not sufficient to offset a 36% decline in      
selling prices experienced by the Company in fiscal 1997. In addition, sales    
to two of the Company's principal customers decreased significantly in fiscal   
1997. Apple, which accounted for 20% of the Company's net revenues in fiscal    
1996, curtailed a number of programs and, as a result, significantly reduced    
its purchases of the Company's products. ACDC, a chip module supplier which     
accounted for 8% of the Company's net revenues in fiscal 1996, experienced a    
downturn in its business and reduced its purchases of integrated circuits from  
a number of suppliers, including the Company. ACDC has not purchased any        
products from the Company since the fourth quarter of fiscal 1996. In the       
fourth quarter of fiscal 1997, sales to Harris totaled $3.1 million, compared   
to an average of $0.8 million in each of the three previous fiscal quarters.    
Sales to Harris in future periods are not expected to continue at the level     
achieved in the fourth quarter of fiscal 1997.                                  

GROSS PROFIT. Gross profit increased 86% from $9.9 million in fiscal 1995 to
$18.4 million in fiscal 1996. Gross profit as a percentage of net revenues, or  
gross margin, increased from 43.4% in fiscal 1995 to 44.6% in fiscal 1996.      
These increases were primarily due to changes in product mix, as well as cost   
reductions, which were achieved primarily through lower per unit assembly and   
test costs attributable to volume production economies and increased die per    
wafer resulting from reduced design geometries. Gross profit decreased 34%      
from $18.4 million in fiscal 1996 to $12.2 million in fiscal 1997. Gross        
margin decreased from 44.6% in fiscal 1996 to 36.7% in fiscal 1997. These       
decreases were primarily the result of the significant downward trend in        
pricing experienced by the semiconductor industry and the Company in late       
fiscal 1996 through fiscal 1997 that was not fully offset by cost reductions,   
as well as the significant decrease in high-margin sales to Apple and ACDC and  
significant shipments in fiscal 1997 of the Company's products to Harris under  
a private label resale program which had lower margins.                         

RESEARCH AND DEVELOPMENT. Research and development expenses increased 50%   
from $2.9 million in fiscal 1995 to $4.4 million in fiscal 1996, but decreased  
as a percentage of net revenues from 12.9% in fiscal 1995 to 10.7% in fiscal    
1996. The increase in expense was primarily due to an expansion of the          
Company's engineering staff, additional depreciation expense for new design     
hardware and software, increased mask expenses and additional legal expenses    
associated with patent and other intellectual property rights. Research and     
development expenses decreased 5% from $4.4 million in fiscal 1996 to $4.2      
million in fiscal 1997 but increased as a percentage of net revenues from       
10.7% in fiscal 1996 to 12.6% in fiscal 1997. The decrease in                   

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research and development expense was due primarily to reduced legal expenses    
associated with patent and other intellectual property rights and reduced mask  
expenses. Research and development expenses increased as a percentage of net    
revenues from fiscal 1996 to fiscal 1997 due to the decrease in net revenues    
in that period, as well as the Company's commitment to continued product        
development efforts.                                                            

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative    
expenses increased 60% from $4.0 million in fiscal 1995 to $6.5 million in      
fiscal 1996, but decreased as a percentage of net revenues from 17.8% in        
fiscal 1995 to 15.7% in fiscal 1996. The increase in expenses was primarily     
due to increased staffing levels, particularly in sales and marketing, as well  
as increased commission expense due to higher sales levels. Selling, general    
and administrative expenses decreased 7% from $6.5 million in fiscal 1996 to    
$6.0 million in fiscal 1997, but increased as a percentage of net revenues      
from 15.7% in fiscal 1996 to 18.1% in fiscal 1997 due to the lower net          
revenues recorded in fiscal 1997. The decrease in expenses was primarily due    
to reduced commissions resulting from lower net revenues in fiscal 1997         
compared to fiscal 1996.                                                        

OTHER INCOME (EXPENSE), NET. Other income (expense), net includes interest  
income and expense and the Company's allocated portion of net losses of         
Pericom Technology, Inc., a British Virgin Islands corporation based in         
Shanghai, People's Republic of China ("PTI"). PTI was formed by Pericom and     
certain Pericom shareholders in 1994 to develop and market semiconductors in    
China and certain other Asian countries. See Note 4 of Notes to Financial       
Statements. Other income (expense), net decreased from income of $144,000 in    
fiscal 1995 to an expense of $50,000 in fiscal 1996 due to the one-time write-  
off in fiscal 1996 of $382,000 in costs associated with the Company's proposed  
initial public offering, which was not consummated, partially offset by a       
$199,000 increase in interest income from the investment of the Company's       
cash. Other income (expense), net increased from an expense of $50,000 in       
fiscal 1996 to income of $351,000 in fiscal 1997 due to interest earned on      
cash balances in fiscal 1997 and the fact that fiscal 1996 included costs       
associated with the initial public offering that was not consummated.           

PROVISION FOR INCOME TAXES. The provision for income taxes was $982,000,    
$2,732,000 and $777,000 in fiscal 1995, 1996 and 1997, respectively. In each    
of these fiscal years, the provision for income taxes differed from the         
federal statutory rate primarily due to state income taxes and the utilization  
of research and development tax credits.                                        

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QUARTERLY RESULTS OF OPERATIONS                                                 

The following tables present certain unaudited quarterly results in dollars 
and as a percentage of net revenues for fiscal 1996, fiscal 1997 and the first  
quarter of fiscal 1998. The Company believes that all necessary adjustments,    
consisting only of normal recurring accruals, have been included in the         
amounts stated below to present fairly the selected quarterly information when  
read in conjunction with the Financial Statements, including the Notes          
thereto, included elsewhere herein. The results of operations for any quarter   
are not necessarily indicative of results that may be expected for any          
subsequent periods.                                                             

                                                        [Enlarge/Download Table]

                                                                                                         FISCAL  
                                                                                                          1998   
                                FISCAL 1996 QUARTER ENDED              FISCAL 1997 QUARTER ENDED         QUARTER 
                           -------------------------------------- ------------------------------------    ENDED  
                           SEPT. 30, DEC. 31,  MAR. 31,  JUNE 30, SEPT. 30, DEC. 31, MAR. 31, JUNE 30,  SEPT. 30,
                             1995      1995      1996      1996     1996      1996     1997     1997      1997   
STATEMENT OF INCOME DATA:  --------- --------  --------  -------- --------- -------- -------- --------  ---------
                                                  (IN THOUSANDS, EXCEPT PER SHARE DATA)                          
                                                                                                                 
Net revenues.............   $9,776   $11,553   $11,359    $8,486   $6,601    $7,300   $8,008  $11,257    $11,398 
Cost of revenues.........    5,377     6,147     6,197     5,076    3,996     4,676    5,017    7,297      6,839 
                            ------   -------   -------    ------   ------    ------   ------  -------    ------- 
 Gross profit............    4,399     5,406     5,162     3,410    2,605     2,624    2,991    3,960      4,559 
Operating expenses:                                                                                              
 Research and                                                                                                    
  development............      974     1,175     1,159     1,106      986       989    1,078    1,134      1,169 
 Selling, general and                                                                                            
  administrative.........    1,563     1,684     1,737     1,487    1,448     1,407    1,497    1,637      1,956 
                            ------   -------   -------    ------   ------    ------   ------  -------    ------- 
  Total operating                                                                                                
   expenses..............    2,537     2,859     2,896     2,593    2,434     2,396    2,575    2,771      3,125 
                            ------   -------   -------    ------   ------    ------   ------  -------    ------- 
Income from operations...    1,862     2,547     2,266       817      171       228      416    1,189      1,434 
Other income (expense),                                                                                          
 net.....................       58       110      (296)       78      105        75       90       81         93 
                            ------   -------   -------    ------   ------    ------   ------  -------    ------- 
Income before income                                                                                             
 taxes...................    1,920     2,657     1,970       895      276       303      506    1,270      1,527 
Provision for income                                                                                             
 taxes...................      720       996       739       277       91       100      167      419        504 
                            ------   -------   -------    ------   ------    ------   ------  -------    ------- 
Net income...............   $1,200   $ 1,661   $ 1,231    $  618   $  185    $  203   $  339  $   851    $ 1,023 
                            ======   =======   =======    ======   ======    ======   ======  =======    ======= 
Net income per common and                                                                                        
 equivalent share........   $ 0.15   $  0.20   $  0.15    $ 0.07   $ 0.02    $ 0.03   $ 0.04  $  0.11    $  0.12 
                            ======   =======   =======    ======   ======    ======   ======  =======    ======= 
Shares used in computing                                                                                         
 per share data..........    8,097     8,364     8,328     8,287    8,224     8,112    8,044    7,987      8,210 
                            ======   =======   =======    ======   ======    ======   ======  =======    ======= 

                                                                                                         FISCAL  
                                                                                                          1998   
                                FISCAL 1996 QUARTER ENDED              FISCAL 1997 QUARTER ENDED         QUARTER 
                           -------------------------------------- ------------------------------------    ENDED  
                           SEPT. 30, DEC. 31,  MAR. 31,  JUNE 30, SEPT. 30, DEC. 31, MAR. 31, JUNE 30,  SEPT. 30,
AS A PERCENTAGE              1995      1995      1996      1996     1996      1996     1997     1997      1997   
 OF NET REVENUES:          --------- --------  --------  -------- --------- -------- -------- --------  ---------
                                                                                                                 
Net revenues.............    100.0%    100.0%    100.0%    100.0%   100.0%    100.0%   100.0%   100.0%     100.0%
Cost of revenues.........     55.0      53.2      54.6      59.8     60.5      64.1     62.6     64.8       60.0 
                            ------   -------   -------    ------   ------    ------   ------  -------    ------- 
 Gross margin............     45.0      46.8      45.4      40.2     39.5      35.9     37.4     35.2       40.0 
Operating expenses:                                                                                              
 Research and                                                                                                    
  development............     10.0      10.2      10.2      13.0     15.0      13.5     13.5     10.1       10.3 
 Selling, general and                                                                                            
  administrative.........     16.0      14.6      15.3      17.5     21.9      19.3     18.7     14.5       17.1 
                            ------   -------   -------    ------   ------    ------   ------  -------    ------- 
  Total operating                                                                                                
   expenses..............     26.0      24.8      25.5      30.5     36.9      32.8     32.2     24.6       27.4 
                            ------   -------   -------    ------   ------    ------   ------  -------    ------- 
Income from operations...     19.0      22.0      19.9       9.7      2.6       3.1      5.2     10.6       12.6 
Other income (expense),                                                                                          
 net.....................      0.6       1.0      (2.6)      0.9      1.6       1.0      1.1      0.7        0.8 
                            ------   -------   -------    ------   ------    ------   ------  -------    ------- 
Income before income                                                                                             
 taxes...................     19.6      23.0      17.3      10.6      4.2       4.1      6.3     11.3       13.4 
Provision for income                                                                                             
 taxes...................      7.4       8.6       6.5       3.3      1.4       1.3      2.1      3.7        4.4 
                            ------   -------   -------    ------   ------    ------   ------  -------    ------- 
Net income...............     12.2%     14.4%     10.8%      7.3%     2.8%      2.8%     4.2%     7.6%       9.0%
                            ======   =======   =======    ======   ======    ======   ======  =======    ======= 

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The Company has a limited history of operations, having shipped its first   
products in volume in fiscal 1993. There can be no assurance that any past      
levels of revenue growth or profitability can be sustained on a quarterly or    
annual basis. The Company's expense levels are based in part on anticipated     
future revenue levels, which can be difficult to predict. The Company's         
business is characterized by short-term orders and shipment schedules. The      
Company does not have long-term purchase agreements with any of its customers,  
and customers can typically cancel or reschedule their orders without           
significant penalty. The Company typically plans its production and inventory   
levels based on a combination of external and internal forecasts of customer    
demand. If net revenues fall significantly below anticipated levels, the        
Company's business and results of operations would be materially and adversely  
affected.                                                                       

The Company's future operating results may fluctuate as a result of a number
of additional factors, including a decline in the gross margins of its          
products, the growth or reduction in the size of the market for interface       
circuits, delay or decline in orders received from distributors, the            
availability of manufacturing capacity with the Company's wafer suppliers,      
changes in product mix, customer acceptance of the Company's new products, the  
ability of customers to make payments to the Company, the timing of new         
product introductions and announcements by the Company and its competitors,     
increased research and development expenses associated with new product         
introductions or process changes, expenses incurred in obtaining and            
enforcing, and in defending claims with respect to, intellectual property       
rights, changes in manufacturing costs and fluctuations in manufacturing        
yields, and other factors such as general conditions in the semiconductor       
industry. See "Risk Factors -- Limited Operating History; Potential             
Fluctuations in Operating Results and "Risk Factors -- Semiconductor Industry   
Risks."                                                                         

NET REVENUES. The Company's net revenues have fluctuated over the last nine 
quarters from a low of $6.6 million in the first quarter of fiscal 1997 to a    
high of $11.6 million in the second quarter of fiscal 1996. Beginning with the  
third quarter of fiscal 1996, the Company's net revenues declined for three     
consecutive quarters. This decrease was primarily attributable to the           
significant downward trend in pricing experienced by the semiconductor          
industry and the Company in late fiscal 1996 through fiscal 1997. Reduced       
sales to Apple and ACDC beginning in the fourth quarter of fiscal 1996,         
combined with this general downturn in the semiconductor industry, caused the   
Company's net revenues to decrease significantly beginning in the fourth        
quarter of fiscal 1996. Unit shipments declined 7% from the second quarter of   
fiscal 1996 to the first quarter of fiscal 1997 but increased on a quarterly    
basis through the remainder of fiscal 1997. Unit shipments increased 119% from  
the first quarter of fiscal 1997 to the first quarter of fiscal 1998, and net   
revenues grew on a quarterly basis in that period as well. Increased net        
revenues have resulted from continued market acceptance of the Company's        
existing products, and additions to the Company's SiliconInterface and          
SiliconSwitch product lines. In the fourth quarter of fiscal 1997, sales to     
Harris totaled $3.1 million. Sales to Harris are not expected to continue at    
this level in future periods and were $0.5 million in the first quarter of      
fiscal 1998.                                                                    

GROSS PROFIT. Gross profit and gross margin fluctuated significantly from   
quarter to quarter over the last nine quarters. Gross margin ranged from a low  
of 35.2% in the fourth quarter of fiscal 1997 to a high of 46.8% in the second  
quarter of fiscal 1996. Gross margin was adversely affected by the significant  
downward trend in pricing experienced by the semiconductor industry and the     
Company in late fiscal 1996 and through fiscal 1997, as well as the             
significant decrease in high-margin sales to Apple and ACDC. Cost reductions    
achieved by lower per unit assembly and test costs attributable to volume       
production economies and increased die per wafer resulting from reduced design  
geometries were not sufficient to offset the decline in selling prices          
experienced by the Company during most of this time period. After rising in     
the third quarter of fiscal 1997 due primarily to cost reductions, gross        
margin declined in the fourth quarter of fiscal 1997 as the Company made        
significant shipments of its products to Harris under a private label resale    
program which has lower gross margins. Gross margin increased to 40.0% in the   
first quarter of fiscal 1998 primarily due to a change in customer mix, as      
shipments to Harris declined from $3.1 million in the fourth quarter of fiscal  
1997 to $0.5 million in the first quarter of fiscal 1998.                       

OPERATING EXPENSES. Research and development expenses have consistently     
ranged from approximately $1.0 million to $1.2 million on a quarterly basis     
over the last nine quarters. Research and development expenses                  

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are expected to grow in the future in absolute amounts as the Company intends   
to increase its commitment of resources to develop new products. Selling,       
general and administrative expenses fluctuated on a quarterly basis over the    
last nine quarters, primarily due to varying levels of sales commissions based  
on net revenues during these periods.                                           

LIQUIDITY AND CAPITAL RESOURCES                                                 

Since inception, the Company has used proceeds from the private sale of     
equity securities, bank borrowings and internal cash flow to support its        
operations, acquire capital equipment and finance inventory and accounts        
receivable growth. The Company has raised a total of $8.0 million from the      
private sale of equity securities. Operating activities provided approximately  
$1.6 million in cash in fiscal 1995, $4.9 million in fiscal 1996, $2.9 million  
in fiscal 1997 and $0.8 million in the first quarter of fiscal 1998.            

The Company made capital expenditures of approximately $1.3 million, $1.4   
million and $2.0 million in fiscal 1995, 1996, and 1997, respectively, and      
$0.7 million in the first quarter of fiscal 1998, primarily for the purchase    
of test equipment and design and engineering systems. The Company expects to    
spend approximately $2.0 million of the net proceeds of the offering to         
acquire capital equipment for research and development and testing in fiscal    
1998. See "Use of Proceeds."                                                    

As of September 30, 1997, the Company's principal source of liquidity       
included cash and cash equivalents of approximately $9.5 million. The Company   
believes that cash generated from operations and the net proceeds of the        
offering will be sufficient to fund necessary purchases of capital equipment    
and to provide working capital at least through the next 12 months. However,    
there can be no assurance that future events will not require the Company to    
seek additional capital sooner or, if so required, that adequate capital will   
be available at all or on terms acceptable to the Company.                      

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BUSINESS  

Pericom Semiconductor Corporation (the "Company" or "Pericom") designs,     
develops and markets high-performance interface integrated circuits ("ICs")     
used in many of today's advanced electronic systems. Interface ICs, such as     
interface logic, switches and clock management products, transfer, route and    
time electrical signals among a system's microprocessor, memory and various     
peripherals and between interconnected systems. High-performance interface      
ICs, which enable high signal quality, are essential for the full utilization   
of the available speed and bandwidth of advanced microprocessors, memory ICs,   
LANs and WANs. Pericom focuses on high-growth and high-performance segments of  
the notebook computing, networking and multimedia markets, in which advanced    
system designs require interface ICs with high-speed performance, reduced       
power consumption, low-voltage operation, small size and higher levels of       
integration.                                                                    

Pericom has combined its extensive design technology and applications       
knowledge with its responsiveness to the specific needs of electronic systems   
developers to become a competitive supplier of interface ICs. The Company has   
evolved from one product line in fiscal 1992 to four currently --               
SiliconInterface, SiliconSwitch, SiliconClock and SiliconConnect -- with a    
goal of providing an increasing breadth of interface IC solutions to its        
customers. Pericom currently offers approximately 300 standard products, of     
which 81 were introduced during the twelve months ended September 30, 1997,     
and is planning to introduce 34 new products during the fourth quarter of       
calendar 1997. The Company's customers and OEM end users include 3Com           
Corporation, Apple Computer, Inc., Ascend Communications, Inc., Avid            
Technology, Inc., Cabletron Systems, Inc., Canon, Inc., Cisco Systems, Inc.,    
Compaq Computer Corporation, Digital Equipment Corporation, Hewlett-Packard     
Company, Hitachi Ltd., International Business Machines Corporation, Intel       
Corporation, Inventec, Inc., Smart Modular Technologies Inc., Solectron         
Technology Corporation and Toshiba Corporation.                                 

INDUSTRY BACKGROUND                                                             

OVERVIEW                                                                      

The presence of electronic systems and subsystems permeates our everyday    
life, as evidenced by the growth of the personal computer, mobile               
communications, networking and consumer electronics markets. The growth of      
these markets has been driven by systems characterized by ever-improving        
performance, flexibility, reliability and multifunctionality, as well as        
decreasing size, weight and power consumption. Advances in ICs through          
improvements in semiconductor technology have contributed significantly to the  
increased performance of, and demand for, electronic systems and to the         
increasing presence of ICs as a proportion of overall system cost. This         
technological progress has occurred at an accelerating pace, while the cost of  
electronic systems has remained steady or declined.                             

ROLE OF THE INTEGRATED CIRCUIT IN ELECTRONIC SYSTEMS                          

Performance of electronic systems has benefited significantly from advances 
in IC technology, which has fostered innovations in applications such as        
notebook computers, networking and multimedia and associated software.          
Innovations in these applications have in turn created new opportunities and    
challenges that foster further innovations by IC designers. In this way, IC     
and application developers have participated in a cyclical process that has     
led to shorter product lives, increasing the pressure on system manufacturers   
to introduce products with enhanced capabilities and performance while keeping  
prices within reach of their target markets. This process in turn is driving    
the demand for timely, cost-effective IC solutions.                             

An electronic system generates and manipulates electrical signals using     
three types of ICs: (1) system logic ICs, such as microprocessors and           
controllers, which perform arithmetic and logic functions and control specific  
system operations; (2) memory ICs, such as DRAMs and EPROMs, which store data   
and instructions for future retrieval; and (3) "interface" ICs, such as         
interface logic, switches and clock management products, which control the      
transfer, routing and timing of data. Data is retrieved from the memory and is  
received from various system peripherals, such as a keyboard, mouse, modem,     
scanner, microphone or camera, and from network                                 

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interface cards. Data is manipulated by the microprocessor in accordance with   
its arithmetic and logic functions to produce the desired output, which the     
microprocessor communicates to the memory and various output devices, such as   
printers, video display terminals, modems, speakers and network interface       
cards. In this environment, data travels in the form of electrical signals,     
which convey information in the form of rising and falling voltage levels.      

In order to efficiently move data from the input devices and memory to the  
microprocessor and from the microprocessor to memory and output devices, the    
electrical signals must be precisely timed, synchronized, transmitted and       
routed by a variety of interface ICs. For example, interface logic and bus      
switches are used to transfer and route data between system logic ICs and       
memory within the system and between systems. Analog switches are used to       
transfer and route signals such as video and audio signals. Clock management    
ICs are used to generate, buffer and distribute precise timing signals that     
are required to synchronize the operation of different system logic and memory  
ICs. Network transceivers are used to transmit and receive data packets         
between different network nodes. Without a very high degree of precision in     
the transfer, routing and timing of electrical signals, the system will either  
operate at a degraded performance level or crash.                               

Whereas system logic and memory ICs consist entirely of digital circuits,   
interface ICs can consist of digital circuits, analog circuits, or mixed        
digital and analog ("mixed-signal") circuits. Digital circuits process          
discrete electrical signals in a binary format, i.e., as either a "1" or a      
"0," typically represented by different voltage levels. Analog circuits         
process continuous electrical signals that vary over a specified operating      
range, performing such functions as amplification and transmission. Mixed-      
signal circuits process both digital and analog signals on a single IC to       
achieve higher levels of integration and enhanced performance. Increasingly,    
interface circuits are combining both analog and digital circuitry to achieve   
better IC performance. The development of these mixed-signal ICs incorporates   
a level of circuit design complexity which presents significant development     
challenges, requiring a high level of design expertise.                         

PERFORMANCE CHALLENGES                                                        

The development of high-performance personal computers, the requirement for 
higher network performance and the increased level of connectivity among        
different types of electronic devices have driven the demand for high-speed,    
high-performance interface circuits to handle the transfer, routing and timing  
of digital and analog signals at high speeds with minimal loss of signal        
quality. High-speed signal transfer is essential to fully utilize the speed     
and bandwidth of the microprocessor, the memory and the LAN or WAN. High        
signal quality is equally essential to achieve optimal balance between high     
data transmission rates and reliable system operation. Market requirements for  
interface circuits are driven by the same market pressures as those imposed on  
microprocessors, including higher speed, reduced power consumption, lower-      
voltage operation, smaller size and higher levels of integration.               

The problems associated with signal quality that must be addressed by the   
interface ICs are magnified by increases in the speeds at which interface ICs   
must transfer, route and time electrical signals, the number of interconnected  
devices that send or receive signals and the variety of types of signals        
processed by the interface ICs. The most significant performance challenges     
faced by designers of interface ICs are the requirements to transfer signals    
at high speed with low propagation delay, minimize signal degradation caused    
by "noise," "jitter," and "skew" and reduce electromagnetic interference        
("EMI"). Minimizing propagation delay sources of signal degradation and         
interference is needed to enable today's state-of-the-art electronic systems    
to function.                                                                    

Propagation Delay. Propagation delay refers to the time it takes to     
transfer an electrical signal from a source to a destination (e.g., from    
the microprocessor to the memory). Such transmission time depends on the    
strength of the transmitted signal, length of the signal path and the       
electrical load. Long propagation delays create signal transfer bottlenecks 
and cause a system to run slower.                                           

Noise. Noise refers to electrical interference among a system's         
components, which can distort, mask or weaken the intended signal.          
Excessive noise causes poor signal quality and loss of signal fidelity,     
misinterpretation of transmitted data (such as mistaking a "1" for a "0" as 
a result of a distorted voltage                                             

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level) and potential system malfunctions. The tendency of a system to       
produce this kind of interference has grown as circuit operating            
frequencies have increased and additional functions are integrated into the 
system.                                                                     

Jitter.  Jitter refers to the inevitable random fluctuations in the     
frequency and phase of signals. Excess jitter in a signal can cause a loss  
of data or a system crash. As advanced microprocessors, memories and        
certain interface ICs are designed to tighter tolerances, they require      
clock sources with an increasingly precise frequency range to achieve       
reliable operation. For example, a microprocessor designed to operate at    
200 MHz needs a very precise clock timing source within a range of plus or  
minus one ten-billionth of a second between adjacent clock cycles.          

Skew. Skew refers to a failure of two or more given signals to properly 
synchronize their arrival at a designated place in the IC or system for     
reasons such as varying lengths and electrical loads of signal paths on the 
system board or within the interconnects inside the ICs. The need to wait   
for all signals to arrive before a function can be performed results in     
added delay and lower system performance. As advanced systems operate at    
higher frequencies and shorter cycle times, the acceptable amount of skew   
has been decreasing.                                                        

Electromagnetic Interference. EMI refers to emissions from electronic   
systems that generate noise and cause interference with other systems. As   
these systems operate at increasingly higher frequencies, EMI emissions are 
increasing and the systems are becoming more sensitive to such emissions.   
Reduction in EMI is essential in order to remain in compliance with         
governmental standards and obtain required certification from appropriate   
government agencies.                                                        

Pericom believes that several major market trends will make reliable        
operations of systems at high frequency and high data transfer rates even more  
challenging in the future. Multimedia and high-performance network              
applications will continue to push for more data bandwidth on system buses and  
across system boundaries. Computer and networking system clock frequencies      
will continue to increase at a very rapid rate, shortening the time available   
to perform data transfers. While the data transfer rate is expected to          
increase several fold within the next few years, the continuing desire for      
higher system reliability with minimal system downtime will create increasing   
pressure to achieve lower data error rates. Increasing system-wide EMI          
emissions resulting from higher-frequency ICs compels system designers to       
develop and implement new ways to further reduce these emissions. These         
factors all increase the need for very high-speed interface circuits with       
outstanding performance specifications.                                         

Pericom also believes that electronic systems designers and OEMs are        
increasingly requiring solutions to the technical challenges described above    
in order to take advantage of continuing speed and performance enhancements in  
microprocessor and memory ICs. These customers are also continuing to migrate   
from single-part vendors to suppliers who can provide multiple parts for their  
systems, both to reduce the number of vendors they must deal with and to        
address interoperability requirements among the interface ICs within the        
system. Due to the short design times and product life cycles these customers   
face for their own products, they are requiring rapid response time and part    
availability from interface IC vendors. Interface IC vendors are further        
required to accomplish these tasks in a cost-effective manner that flexibly     
responds to specific customer needs.                                            

THE PERICOM SOLUTION                                                            

Pericom has combined its extensive signal transfer, routing and timing      
technology with its responsiveness to the specific needs of electronic systems  
developers to become a competitive supplier of interface ICs. While Pericom's   
products address a wide spectrum of applications, Pericom primarily devotes     
its resources to responding to the requirements of the OEM customer base in     
its target markets. Pericom currently offers approximately 300 standard         
products, of which 81 were introduced during the twelve months ended            
September 30, 1997, and is planning to introduce 34 new products during the     
fourth quarter of calendar 1997.                                                

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EXTENSIVE TECHNOLOGY UTILIZATION. Since its founding in 1990, Pericom has   
developed and continuously refined a modular design methodology that enables    
it to rapidly introduce proprietary and high-performance products. Central to   
this methodology is Pericom's library of digital and analog functions composed  
of many high-performance macrocells, several of which are patented, such as     
mixed-voltage input/output cells, a digital PLL, an analog PLL and a charge     
pump, as well as numerous core functions, many of which are not available in    
commercial ASIC libraries. The Company utilizes various digital cells, analog   
cells and sea-of-gates arrays to rapidly design interface ICs optimized for     
power, density, performance and manufacturability, while addressing the market  
requirements for short propagation delay, low noise and jitter, minimal skew    
and reduced EMI emissions. The Company's design methodology utilizes common     
mask sets from which multiple designs can be developed, resulting in rapid      
product introductions, lower development costs and fast response to volume      
requirements at competitive pricing.                                            

CUSTOMER RESPONSIVENESS. With a primary focus on three rapidly-growing      
markets, Pericom has been able to work with leading designers of notebook       
computing, networking and multimedia systems to develop products integral to    
their designs. Pericom's approach is to provide its customers with extensive    
solutions to their signal transfer, routing and timing needs, which has         
allowed Pericom to become an important supplier to them, rather than only a     
specific part provider. The Company endeavors to work with its customers at     
the product specification stage, keeping abreast of system logic and memory     
performance enhancements in order to anticipate the engineering challenges      
interface ICs will face and thereby shorten customers' system development       
cycle times. While Pericom can typically satisfy a customer need with one of    
its standard designs, Pericom's design methodology can enable the design and    
delivery of a derivative product solution in as little as four to six weeks to  
meet that need.                                                                 

THE PERICOM STRATEGY                                                            

Pericom is a market-driven supplier of high-performance digital, analog and 
mixed-signal ICs, focusing on providing superior solutions for the transfer,    
routing and timing of high-speed electrical signals. Utilizing the Company's    
design expertise, advanced process technologies and collaborative               
relationships with leading wafer foundries, the Company aims to expeditiously   
deliver superior solutions to its customers, with the objective of becoming     
the acknowledged leader in providing interface ICs that are both state-of-the-  
art and cost-effective. Key elements of the Company's strategy for achieving    
this objective are:                                                             

MARKET FOCUS. Pericom's market strategy is to focus on the high-growth,     
high-performance segments of the computing and networking markets and emerging  
opportunities in multimedia. Currently, the Company designs and sells products  
for specific high-volume applications within these target markets, including    
notebook computers, LAN and WAN switches, routers and hubs, and multimedia      
switches. The Company's customers include a number of leading OEMs in each      
market: Acer Incorporated, Compaq, Dell, Hitachi and IBM in the notebook        
market; 3Com, Ascend Communications, Bay Networks, Cabletron Systems, Cisco     
Systems, Hewlett-Packard and Samsung in the network equipment market; and       
Acer, Avid, Diamond Multimedia Systems, Inc. and Trident Microsystems in the    
multimedia applications market. Pericom intends to pursue new opportunities in  
these markets where its rapid-cycle IC design and development expertise and     
understanding of the product evolution of its customers enable Pericom to       
become the leading solution supplier.                                           

CUSTOMER FOCUS. Pericom's customer strategy is to use a superior level of   
responsiveness to customer needs to continually expand its customer base and    
further penetrate its existing customers. Key elements of the Company's         
customer strategy are:                                                          

. Penetrate target accounts with appropriate business solutions. The        
Company approaches prospective customers primarily by working with their
system design engineers at the product specification stage with the goal
that one or more Pericom ICs will be incorporated into a new system     
design. Pericom's understanding of its customers' requirements combined 
with its ability to develop and deliver reliable, high-performance      
 products within its customers' product introduction schedules has enabled
Pericom to establish strong relationships with several leading OEMs.    

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. Solidify customer relationships through superior responsiveness. Pericom  
believes that its customer service orientation is a significant         
 competitive advantage. Pericom seeks to maintain short product lead times
and provide its customers with excellent delivery-to-schedule           
performance, in part by having available adequate finished goods        
inventory for anticipated customer demands. Pericom puts heavy emphasis 
 on product quality and maintaining very competitive defect levels for its
products. Pericom has been ISO-9001 certified since March 1995. The     
Company is flexible in responding to its customers' changing            
requirements, rescheduling deliveries if necessary or developing a new  
derivative product, typically in four to six weeks, should a customer's 
revised system design require modified performance features. The Company
regularly enhances the performance of its product lines through         
innovation and seeks to offer products and implementation solutions at  
the lowest achievable costs.                                            

. Expand customer relationships through broad-based solutions. Pericom aims 
to grow its business with existing customers by offering a product line 
that provides an increasingly extensive solution for their signal       
transfer, routing and timing needs. Pericom believes that suppliers with
the broadest offerings of high-performance, reliable, cost-effective and
dependably delivered products are enjoying increasing competitive       
advantages as customers continue to seek reductions in their vendor     
counts. By providing its customers with superior vendor support in      
existing programs and anticipating its customers' needs in next-        
generation products, Pericom has often been able to substantially       
increase its overall volume of business with those customers. With its  
larger customers Pericom has also initiated EDI and remote warehousing  
 programs, annual purchase and supply programs, joint development projects
and other services intended to enhance the Company's position as a key  
vendor.                                                                 

TECHNOLOGY FOCUS. Pericom's technology strategy is to maintain its leading  
position in the development of new, higher-performance interface ICs by         
continuing to design additional core cells that address the more challenging    
problems of signal interface as electronic systems become faster and require    
lower power and voltages. Pericom's primary efforts are in the creation of      
additional proprietary digital, analog and mixed-signal functionalities.        
Pericom is working closely with its wafer foundry partners to incorporate       
their advanced CMOS process technologies to improve its ability to introduce    
next generation products expeditiously. Pericom intends to expand its patent    
portfolio with the goal of providing increasingly proprietary product lines.    

MANUFACTURING FOCUS. The Company's manufacturing strategy is closely        
integrated with its focus on customer needs. Central to this strategy is the    
Company's intent to support high-volume shipment requirements on short notice   
from customers. Pericom designs its products for manufacturability to enable    
it to manufacture any one of many different ICs from a single partially-        
processed wafer. Accordingly, the Company keeps inventory in the form of wafer  
banks, from which wafers can be completed to produce a variety of specific ICs  
in two to four weeks. This approach has enabled the Company to reduce its       
overall work-in-process inventory while providing increased availability for a  
single product. In addition, the Company keeps some inventory in the form of    
die banks, which can become finished product in two weeks or less. To ensure    
adequate, timely supply, the Company has established relationships with two     
leading foundries, Chartered and TSMC, is qualifying LG as a third, and is      
maintaining its relationships with AMS and NJRC for certain products which are  
manufactured in BiCMOS or high-voltage CMOS processes.                          

STRATEGIC AND COLLABORATIVE RELATIONSHIPS FOCUS. Pericom pursues a strategy 
of entering into new relationships and expanding existing relationships with    
companies in the product design, manufacturing and marketing of integrated      
circuits. The Company believes that these relationships have enabled it to      
access additional design and application expertise, accelerate product          
introductions, reduce costs and obtain additional needed capacity. In product   
design, the Company has engaged PTI, an affiliated company, and certain design  
houses to develop interface ICs as a means of rapidly expanding the Company's   
product portfolio. Pericom has established collaborative relationships with     
leading foundries capable not only of providing adequate capacity and advanced  
process migration paths, but which also have digital core libraries of          
sufficiently high performance to be utilized in the Company's future products.  
In February 1996, the Company entered into a private label resale program with  
Harris, under which Harris buys certain Pericom products and resells them       
under its own name. Pericom intends to seek additional such relationships in    
the future.                                                                     

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PRODUCTS                                                                        

The Company has used its expertise in high-performance digital, analog and  
mixed-signal IC design, its re-usable core cell library and its modular design  
methodology to achieve a rapid rate of new product introductions. As            
demonstrated by the chart below, the Company has evolved from one product line  
in fiscal 1992 to four product lines currently, with a goal of providing an     
increasing breadth of product solutions to its customers. Within each product   
line, the Company has continued to introduce products with higher performance,  
higher levels of integration, and new features and options.                     

[GRAPH OF COMPANY PRODUCTS]       

SILICONINTERFACE                                                              

Through its SiliconInterface product line, Pericom offers a broad range of  
high-performance 5-volt and 3.3-volt CMOS logic interface circuits. These       
products provide logic functions to handle data transfer between                
microprocessors and memory, bus exchange, backplane interface, and other logic  
interface functions where high-speed, low-power, low-noise and high-output      
drive characteristics are essential. The Company's thin and tight-lead-pitch    
packages allow significant reduction in board space and provide enhanced        
switching characteristics. The Company has two patents that relate to certain   
SiliconInterface products: one that relates to mixed-voltage operations that    
are scaleable for future generations of low-voltage logic families, and one     
that relates to a high-speed, low-noise input/output buffer design. The         
SiliconInterface product line is used in a wide array of systems applications,  
including notebook computers, high-speed network hubs, routers and switches     
and multimedia systems.                                                         

5-VOLT INTERFACE LOGIC. The Company's high-speed 5-volt interface logic     
products in 8-, 16- and 32-bit configurations address specific system           
applications, including a "Quiet Series" family for high-speed, low-noise,      
point-to-point data transfer in computing and networking systems and a          
"Balanced Drive" family with series resistors at output drivers to reduce       
switching noise in high-capacitive load switching in the main and cache         
memories of high-performance computers.                                         

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3.3-VOLT INTERFACE LOGIC. Pericom's 3.3-volt interface logic products in 8- 
and 16-bit configurations address a range of cost and performance               
requirements. The Company's 3.3-volt ALVCH, LPT, LCX and FCT3 interface logic   
families offer a comprehensive range of performance at very low power. The      
ALVCH, LPT and LCX families allow customers the flexibility to use certain      
Pericom 3.3-volt products in pure 3.3-volt or mixed 3.3/5-volt designs.         
Because a full range of 3.3-volt components is not always available, this       
flexibility is important as computer and networking designs make the            
transition from 5 volts to 3.3 volts. ALVCH, a leading-edge performance family  
that targets high-speed computer and networking designs, offers bus hold and    
5-volt I/O tolerance options. LPT is a mid-range performance family and the     
industry's first 3.3-volt CMOS logic family with 5-volt I/O tolerance. LCX is   
a relatively slow-speed family that is targeted for low-cost applications.      
FCT3 is a mid-range performance family that can interface only with 3.3-volt    
components.                                                                     

The table below lists Pericom's 223 SiliconInterface products, indicating   
the number of 8-, 16- and 32-bit products in each product family.               

SILICONINTERFACE PRODUCT LINE 

                                                                [Download Table]

                                              NUMBER OF     
                                          PRODUCTS OFFERED  
                                         -------------------
PRODUCT FAMILIES                         8-BIT 16-BIT 32-BIT
                                                            
5-Volt Interface Logic                                      
  FCT Interface Logic Family               83    56      2  
   ---------------------------------------------------------
3.3-Volt Interface Logic                                    
  ALVCH Interface Logic Family             --    31     --  
  LPT Interface Logic Family               11    12     --  
  LCX Interface Logic Family               10    11     --  
  FCT3 Interface Logic Family               2     5     --  

SILICONSWITCH                                                                 

Through its SiliconSwitch product line, Pericom offers a broad range of     
high-performance ICs for switching digital and analog signals. The ability to   
switch or route high-speed digital or analog signals with minimal delay and     
signal distortion is a critical requirement in many high-speed computers,       
networking and multimedia applications. Historically, systems designers have    
used mechanical relays, solid-state relays and analog switches, which have      
significant disadvantages compared to IC switches: mechanical relays are        
bulky, dissipate significant power and have very low response times; solid-     
state relays are expensive and dissipate significant power; and traditional     
analog switches have relatively high resistance that can cause significant      
signal distortion.                                                              

DIGITALSWITCH. The Company offers a family of digital switches in 8-, 16-   
and 32-bit densities that address the switching needs of high-performance       
systems. These digital switches offer performance and cost advantages over      
traditional switch functions, offering low on-resistance (less than 5 ohms),    
low propagation delay (less than 250 picoseconds), low standby power (less      
than 1 microamp) and series resistor options that support low EMI emission      
requirements. Applications for the Company's digital switches include 5-volt-   
to-3.3-volt signal translation, high-speed data transfer and switching between  
microprocessors and multiple memories, and hot plug interfaces in notebook and  
desktop computers, servers and switching hubs and routers.                      

ANALOGSWITCH. The Company offers a family of analog switches for low-voltage
(2- to 5-volt) applications such as multimedia audio and video signal           
switching with enhanced characteristics such as low power, high bandwidth, low  
crosstalk and low distortion to maintain analog signal integrity. Traditional   
analog switches cause unacceptable levels of distortion due to high on-         
resistance. The Company's analog switches have significantly lower on-          
resistance, resulting in significant improvement in bandwidth and distortion.   
This allows the Company's analog switches to be used for state-of-the-art       
video and audio switching applications where traditional analog                 

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switches cannot be used. Applications for Pericom's analog switches include     
multimedia, telecommunications systems, cellular phones and instrumentation.    

LANSWITCH AND VIDEOSWITCH. The Company offers a line of application-specific
standard product ("ASSP") switches for specific applications. These products    
include LANSwitches, which are used to switch among multiple LAN protocols      
(e.g., Ethernet, FastEthernet and Token Ring) on networking systems, and        
VideoSwitches, which are used in graphic and multimedia systems to switch       
among different video and audio sources at very high frequencies with minimal   
distortion, hence preserving high video and audio fidelity.                     

The table below lists Pericom's 56 SiliconSwitch products.                  

SILICONSWITCH PRODUCT LINE  

                                                                [Download Table]

                               NO. OF 
                              PRODUCTS
PRODUCT FAMILIES              OFFERED 
                                      
DigitalSwitch Family             40   
    ----------------------------------
AnalogSwitch Family              11   
    ----------------------------------
LANSwitch/VideoSwitch Family      5   

SILICONCLOCK                                                                  

Through its SiliconClock product line, Pericom offers a broad range of      
general-purpose solutions including clock buffers, PLL-based zero-delay clock   
generators and ASSP PLL-based frequency synthesizer products for Pentium,       
Pentium Pro, Pentium II and PowerPC-based systems, as well as a number of ASSP  
clock products for laser printers and modem applications. As system designers   
use microprocessors and memories that run at increasingly high frequencies,     
there is a demand for correspondingly reliable clock management circuits to     
generate and distribute high-precision, high-frequency timing control signals   
for advanced computer, networking, multimedia and embedded applications. To     
enable the reliable operations of these ICs with precise timing, the clock      
circuits need to have short propagation delay, low jitter and low pin-to-pin    
signal skew.                                                                    

CLOCK BUFFERS AND ZERO-DELAY CLOCK GENERATOR. Clock buffers receive a       
digital signal from a frequency source and create multiple copies of the        
signal for distribution across system boards. Pericom offers 3.3-volt and 5-    
volt clock buffers for high-speed, low-skew applications in computers and       
networking equipment. PLL-based clock generators, also known as zero-delay      
clock generators, virtually eliminate propagation delays by synchronizing the   
clock outputs with the incoming frequency source. Pericom's zero-delay clock    
generator offers frequencies of up to 100 MHz for applications in computer      
servers, PCI bridges and SDRAM modules.                                         

CLOCK FREQUENCY SYNTHESIZERS. Clock frequency synthesizers use single or    
multiple PLLs to generate various output frequencies using a crystal            
oscillator as an input frequency source. Clock frequency synthesizers are used  
to provide critical timing signals to microprocessors, PCI buses, SDRAM and     
peripheral functions. Pericom's PLL-based clock synthesizers support Pentium,   
Pentium Pro, Pentium II and PowerPC microprocessors and are designed with an    
emphasis on minimizing jitter and power consumption. In addition, some of the   
products come with integrated serial I/2/C serial link communications and       
options for spread-spectrum selection that meet low EMI requirements for        
mobile and desktop PC motherboards. The Company's PLL-based laser printer       
clock provides a cost effective solution for high-speed, high-resolution video  
clock generation at 40 MHz for low-cost color laser printer controllers and at  
80 MHz for high-speed color laser printer controllers. The Company offers       
modem clocks to support 28.8K and 56K rack-mount modem designs.                 

FLEXCLOCK. To support embedded processor and data transmission operations,  
telecom and datacom applications often require unique combinations of           
frequencies on the system board. Traditionally, such requirements have been     
handled by the simultaneous use of several crystal oscillators. This approach   
is costly,                                                                      

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however, and requires significant board space. Also, certain uncommon           
frequencies require very long purchase order lead times. Supporting quick-turn  
customer prototyping as well as volume production requirements, Pericom's       
FlexClock product offers customers programmable PLL-based clock synthesizers    
that provide multiple customer-specified frequencies in a single IC with short  
lead time and with fast factory programming of custom requested frequencies.    

The table below lists Pericom's 26 SiliconClock products.                   

SILICONCLOCK PRODUCT LINE 

                                                                [Download Table]

                               NO. OF 
                              PRODUCTS
PRODUCT FAMILIES              OFFERED 
                                      
5-Volt Clock Buffers              7   
   -----------------------------------
3-Volt Clock Buffers              5   
   -----------------------------------
Zero-Delay Clock Generator        1   
   -----------------------------------
Clock Frequency Synthesizers     12   
   -----------------------------------
FlexClock                         1   

SILICONCONNECT                                                                

Through its SiliconConnect product line, Pericom offers a range of highly-  
integrated physical layer ("PHY") interface ICs for various high-speed LAN      
standards such as Token Ring and FastEthernet. Pericom's earlier development    
effort in Token Ring and other networking protocols helped the Company develop  
expertise in the design and testing of high-speed network transceivers, much    
of which expertise is applicable to the current FastEtherent development        
efforts.                                                                        

100TX FASTETHERNET TRANSCEIVERS. The Company is currently shipping          
engineering samples of two recently-developed 4-port FastEthernet PHY           
transceiver products for 100TX FastEthernet hub and switch markets. Pericom's   
PI2C6040 is designed to integrate 4-port 100TX PHY channels into a single-chip  
PHY for networking switch designs. For the repeater hub market, Pericom's       
PI2C6050 is designed to integrate four-port 100TX PHY channels with             
multiplexing circuits in a space-saving, 100-pin QFP package. By using higher   
levels of integration, the Company is developing multiport PHY solutions        
designed to connect seamlessly to popular physical medium dependent (PMD) ICs   
at reduced system cost and board space.                                         

PBX TELECOM SWITCHES. The Company offers two telecom products for digital   
switch matrix PBX applications: the PT9085, which provides serial-to-parallel   
or parallel-to-serial conversion, and the PT9085, which provides address and    
switching functions for PBX switching stations.                                 

TOKEN RING AND OTHER LAN PROTOCOL TRANSCEIVERS. For Token Ring switch hub   
applications, the Company offers two Token Ring PHY transceivers that use a     
patented attenuator retiming circuit that can significantly reduce signal       
jitter as data is transmitted between network nodes. The Company also offers a  
100Mbps transceiver that implements the physical layer interface for the        
100VG-AnyLAN hub and network interface card applications.                       

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The table below lists Pericom's seven SiliconConnect products.              

SILICONCONNECT PRODUCT LINE 

                                                                [Download Table]

                          NO. OF 
                         PRODUCTS
PRODUCT FAMILIES         OFFERED 
                                 
100TX FastEthernet*          2   
   ------------------------------
PBX Switch                   2   
   ------------------------------
Token Ring Transceivers      3   

       * The Company is currently providing engineering samples of these
products.                                                 

The Company is continuing to enhance and refine the offerings in its        
existing product lines, while working to add next-generation products which     
address new market opportunities on a timely basis. In particular, the Company  
is developing PCI bridge products targeted for the networking, workstation and  
PC markets, additional 3.3-volt and high-voltage digital and analog switches    
complementing its current product families, additional ALVCH 3.3-volt products  
to expand the current ALVCH product family, additional high-performance         
frequency synthesizers and clock buffers intended for new markets or            
applications. The failure of the Company to complete and introduce new          
products in a timely manner at competitive price/performance levels would       
materially and adversely affect the Company's business and results of           
operations. See "Risk Factors -- Technological Changes; Dependence on New       
Products."                                                                      

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TARGETED MARKETS AND APPLICATIONS                                               

Pericom's products and technology are applicable to the transfer, routing   
and timing of signals in many different system designs. Pericom currently       
focuses on three high-volume, high-growth market segments: notebook computers,  
networking and multimedia.                                                      

NOTEBOOK COMPUTERS                                                            

Pericom's SiliconInterface, SiliconSwitch and SiliconClock products are     
currently used by notebook OEMs for a broad range of applications, including    
docking station interface, high-speed transfer and timing of signals among      
memories and microprocessors, mixed-voltage translations and audio and video    
switching. Set forth below is a simplified block diagram of a typical high-     
performance multimedia notebook computer connected to a docking station.        

[FLOW CHART OF DOCKING STATION & HIGH-PERFORMANCE NOTEBOOK COMPUTER]      

DOCKING STATION HIGH PERFORMANCE NOTEBOOK COMPUTER                              
[Inserted in the text are graphics consisting of two rectangular boxes with 
smaller boxes inside, labeled as a docking station and a high performance       
notebook computer, which are connected by a double-sided arrow. Within the      
boxes, certain elements of the applicable items are depicted, with the          
interconnection of such elements shown by lines. The elements offered by        
Pericom are highlighted: "Switch" in the box depicting a docking station, and   
"Logic," "Clock", and "Switch" in the box depicting a notebook. In addition,    
the elements "Audio," "Video," and "LAN" are marked as functions that may also  
incorporate Pericom products, as depicted on pages 34 and 35.]                  
High-performance notebook computers pose unique engineering challenges due  
to their small size, the need for long battery life and the desire to achieve   
performance levels comparable to desktop computers. To enable higher overall    
system speed, Pericom provides fast interface logic and switches for data       
buffering and memory bank switching between high-precision microprocessors and  
memory. To reduce power consumption and extend battery life, Pericom provides   
a variety of 3.3-volt interface logic, clock management and switching ICs. To   
accommodate the smaller size of a notebook motherboard, many of the Company's   
products feature high levels of integration with advanced packaging in 1 mm     
thickness and 0.4 mm lead pitch. To comply with various governmental standards  
regarding EMI emissions, the Company offers ICs with special circuits to        
reduce EMI. To provide multimedia options in this demanding environment,        
Pericom offers low-distortion, high-bandwidth video switches for high-          
resolution video and low-distortion analog switches for high-fidelity audio     
signal switching. To permit connection to office networks without turning the   
power off, Pericom provides digital switches for implementing hot-plug docking  
station interface and PCMCIA cards. Pericom's representative customers in the   
notebook computer segment include Acer, Compaq, Dell, Hitachi and IBM.          

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NETWORKING HUBS, SWITCHES AND ROUTERS                                         

Pericom currently supplies a broad range of products for high-performance   
hubs, switches and routers, servicing applications such as Ethernet and         
FastEtherent protocol switching, hub-to-hub connections, clock distribution,    
backplane drive and hot plug interface. The Company has also started sampling   
two integrated four-port FastEthernet PHY transceiver products targeting        
FastEthernet repeater and switch designs. Set forth below is a simplified       
block diagram of a typical network switching hub and adapter system connected   
to a network interface card.                                                    

[GRAPH OF NETWORK SWITCH & NETWORK INTERFACE CARD]    

[Inserted in the text are graphics consisting of rectangular boxes labeled  
"Network Switch" and "Network Interface Card." Within the boxes, certain        
elements of the applicable item are depicted, with the interconnection of such  
elements shown by lines. The elements offered by Pericom are highlighted: two   
"Switch[es]", "Logic," "Clock," "PHY," and "LAN Switch" in the box              
representing a network switch and "Logic," "Clock," and "LAN Switch" in the     
box representing a network interface card. The element "PHY" is marked to       
indicate that Pericom is currently shipping engineering samples thereof. The    
boxes depicting the systems are connected by a line.                            

Advanced networking systems require high-bandwidth performance, multi-      
protocol processing and high levels of system integration, ease of maintenance  
and reliability. Pericom offers numerous products to address these              
requirements. For high-level system integration and high-bandwidth              
performance, Pericom has developed a four-channel 100Mbps FastEthernet PHY      
transceiver with low latency and higher data rate throughput. To save board     
space, Pericom integrates the timing signals for the microprocessor, memory     
and peripherals into a single programmable clock synthesizer that eliminates    
multiple crystal oscillators. To support ease of system maintenance, Pericom    
offers digital switches for hot-plug interfacing to permit insertion of         
additional circuit boards while power remains on. To support multiple protocol  
switching, Pericom offers two low-distortion LanSwitches for selecting          
multiple LAN protocols. To support design flexibility, Pericom offers a 3.3-    
volt interface with 5-volt tolerant I/Os for mixed-voltage system design        
requirements.                                                                   

Pericom's representative customers in this segment include 3Com, Ascend     
Communications, Bay Networks, Cabletron Systems, Cisco Systems, Hewlett-        
Packard and Samsung.                                                            

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MULTIMEDIA                                                                    

The Company currently supplies its high-bandwidth, low-noise VideoSwitch,   
AnalogSwitch and other SiliconSwitch products to a variety of multimedia        
system suppliers. These products support applications such as TV/PC monitor     
video switching, picture-in-picture video overlay, audio switching and video    
multiplexing. Set forth below are simplified block diagrams of typical sound    
card and video card applications.                                               

AUDIO CARD  

[FLOW CHART OF AUDIO CARD]

VIDEO CARD  

[FLOW CHART OF VIDEO CARD]

[Inserted in the text are graphics consisting of two rectangular boxes labeled  
"Audio Card" and "Video Card." Within the boxes, certain elements of the        
applicable card are depicted, with the interconnection of such elements shown   
by lines. The elements offered by Pericom are highlighted: "Clock" and three    
"Analog Switch[es]" in the box depicting an audio card, and "Digital Switch,"   
"Clock," and "Video Switch" in the box depicting a video card.]                 
Products offered by Pericom.                                                    

Desktop and mobile computers integrate audio and other multimedia functions 
either on the motherboard or through add-on cards. These functions are often    
required to support both 3.3-volt and 5-volt signal levels, high-speed data     
transfer between MPEG or other DSP processors and memory, hot-plug insertions   
for card options and small packaging. Pericom supplies the following IC         
solutions for multimedia applications: low-distortion analog switches for high  
fidelity audio switching; high-bandwidth and low cross talk video switches for  
high fidelity video switching; high-speed interface logic and switches for      
interface between MPEG and DSP processor functions and memory; 3.3-volt         
interface logic with 5-volt-tolerant I/Os for mixed 3.3/5-volt system           
requirements; for processor and memory requirements, a low-cost FlexClock that  
replaces multiple crystal oscillators with a single programmable IC for all     
the multimedia clock signals; digital switches for hot-plug insertion; and      
small, thin packages and a high level of circuit integration for small form     
factor packaging requirements. Representative customers in this segment         
include Acer, Avid, Diamond Multimedia and Trident Microsystems.                

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OTHER MARKETS                                                                 

In addition to Pericom's three target markets, its products are also used in
other market segments by customers such as Apple, Canon, Dell, Digital          
Equipment Corporation, Hitachi, Samsung and Smart Modular Technologies. Some    
of the more significant segments include desktop PCs and workstations, laser    
printers, memory modules, instrumentation and set-top boxes. In particular,     
Pericom offers high-frequency, programmable video clock generators for high-    
speed, high-resolution laser printer engine designs; zero-delay clock           
generators for high-performance PCs, workstations and memory modules; and       
multiple-frequency output clock generators for rack-mounted modem               
applications. Further, the Company offers telecom PBX switches and clock        
generators for cellular base stations and clock generators for high-            
performance embedded systems ranging from arcade games to medical instruments.  
For all of these applications, Pericom also provides interface logic and        
switches.                                                                       

CUSTOMERS                                                                       

The following is a list of selected customers of the Company, including end 
users and OEMs:                                                                 

COMPUTER                                                                    

        NETWORKING

Acer                                   3Com                               
Apple                                  Ascend Communications              
Compaq                                 Bay Networks                       
Dell                                   Cabletron                          
Digital Equipment Corporation          Cisco                              
Hitachi                                Hewlett-Packard                    
IBM                                    Samsung                            

Intel                               MULTIMEDIA, PERIPHERALS AND OTHERS    

Inventec                               Adaptec                            
NEC                                    Avid                               
Toshiba                                                                   

         Canon
CONTRACT MANUFACTURING                                                      

                      Diamond Multimedia
AVEX Electronics                       Mylex                              
Celestica                              PictureTel                         
Jabil Circuit                          Trident Microsystems               
SCI                                    Xerox                              
Smart Modular Technologies                                                
Solectron                                                                 

The Company's customers include a broad range of end users and OEMs in the  
computer, peripherals, networking and contract manufacturing markets. In        
fiscal 1996, sales to Apple and Pioneer Standard Electronics, Inc., a           
distributor, accounted for approximately 20% and 16%, respectively, of net      
revenues, and sales to the Company's top five customers accounted for           
approximately 52% of net revenues. In fiscal 1997, sales to Harris and IBM      
accounted for approximately 17% and 14%, respectively, of the Company's net     
revenues, and sales to the Company's top five customers accounted for           
approximately 47% of net revenues. In the first quarter of fiscal 1998, no      
customer accounted for greater than 10% of net revenues, and the Company's top  
five customers accounted for 35% of net revenues. See "Risk Factors --          
Customer Concentration."                                                      

Contract manufacturers have become important customers for the Company as   
systems designers in the Company's target markets are increasingly outsourcing  
portions of their manufacturing. In addition, these contract manufacturers are  
playing an increasingly vital role in determining which vendors' ICs are        
incorporated into new designs.                                                  

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DESIGN AND PROCESS TECHNOLOGY                                                   

The Company's design efforts focus on the development of high-performance   
digital, analog and mixed-signal ICs. To minimize design cycle times of high-   
performance products, the Company utilizes a modular design methodology that    
has enabled it to produce many new products each year and to meet its           
customers' need for fast time-to-market response. This methodology uses state-  
of-the-art computer-aided design software tools such as HDL description, logic  
synthesis, full-chip mixed-signal simulation, and automated design layout and   
verification using Pericom's library of high-performance digital and analog     
core cells. This family of core cells has been developed over several years     
and contains high-performance, specialized digital and analog functions not     
available in commercial ASIC libraries. Among these cells are the Company's     
proprietary mixed-voltage I/O cells, high-speed, low-noise I/O cells, analog    
and digital PLLs, charge pumps and datacom transceiver circuits. Pericom has    
been granted four U.S. patents relating to its circuit designs and has several  
U.S. and foreign patent applications pending. Another advantage of this         
modular design methodology is that it allows the application of final design    
options late in the wafer manufacturing process to determine a product's        
specific function. This option gives the Company the ability to use pre-staged  
wafers, which significantly reduces the design and manufacturing cycle time     
and enables the Company to respond rapidly to a customer's prototype needs and  
volume requirements.                                                            

The Company utilizes advanced CMOS processes to achieve optimal performance 
and die cost. The Company's process and device engineers work closely with its  
independent wafer foundry partners to develop and evaluate new process          
technologies. The Company's process engineers also work closely with circuit    
design engineers to optimize the performance and reliability of its cell        
library. The Company currently manufactures a majority of its products using    
0.5 micron and 0.6 micron CMOS process technologies and is using an advanced    
0.35 micron CMOS process in the design of a number of its new products. The     
Company is also using a high-voltage CMOS process developed by one of its       
foundry partners in the design of new switch products.                          

SALES AND MARKETING                                                             

The Company markets and distributes its products through a worldwide network
of independent sales representatives and distributors. In fiscal years 1995,    
1996 and 1997, international sales comprised 35%, 30% and 37%, respectively,    
of the Company's net revenues. The Company has five regional sales offices in   
the United States, a sales office in Taiwan and a sales office in Europe. The   
Company also supports field sales design-in and training activities with        
application engineers. All marketing and product management personnel are       
located at the Company's corporate headquarters in San Jose, California. See    
"Risk Factors -- Risks of International Sales."                                 

The Company focuses its marketing efforts on product definition, new product
introduction, product marketing, advertising and public relations. The Company  
actively seeks cooperative relationships in product development and product     
marketing. For example, the Company is working with NJRC on the development     
and marketing of clock synthesis products for the Japanese market. In February  
1996, the Company and Harris entered into a private label program (the "Harris  
Agreement") pursuant to which Harris sells certain of the Company's             
SiliconInterface products under its own label. The Company uses advertising     
both domestically and internationally to market its products. Pericom product   
information is available on its web site, which contains technical information  
on all of its products and offers both fax-back and sample-request              
capabilities online. The Company also publishes and circulates technical        
briefs relating to its products and their applications.                         

The Harris Agreement sets forth the terms under which Harris may purchase   
certain SiliconInterface products from the Company for resale under Harris's    
private label. Under the Harris Agreement, the Company has guaranteed certain   
production allocations and delivery times to Harris, and Harris may cancel a    
portion of unshipped orders without liability. Further, Harris and the Company  
have agreed to discuss the terms of an agreement to grant to PTI the right to   
distribute certain Harris products in the Peoples Republic of China. If         
Pericom determines to sell any of its technology that is incorporated into      
Harris products, Harris has a 30-day right of first refusal to purchase such    
technology. The Harris Agreement automatically terminates on a specified date,  
or may be terminated earlier by either party upon notice or default of the      
other party.                                                                    

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In March 1997, the Company was issued ISO-9001 certification by the         
International Organization for Standards for Quality Management after the       
Company successfully completed the required Registration Assessment Audit with  
Underwriter's Laboratories, which entails a rigorous quality assessment. To     
maintain its ISO-9001 certification, the Company is required to pass semi-      
annual Reassessment Audits, all of which the Company has passed to date. The    
Company believes that ISO-9001 certification is a widely-recognized indicator   
that its manufacturing processes satisfy certain objective quality control      
standards and thus enhances its image as a reliable supplier of high-quality    
products.                                                                       

Pericom believes that contract manufacturing customers are growing in       
importance and employs sales and marketing personnel who focus on servicing     
these customers and on expanding Pericom's product sales via these customers to 
OEMs. In addition, Pericom uses programs such as EDI, bonded inventories and    
remote warehousing to enhance its service and attractiveness to contract        
manufacturers.                                                                  

Sales through domestic and international distributors were approximately 40%
of the Company's net revenues in fiscal 1996 compared to approximately 36% in   
fiscal 1997. Major distributors in the United States include All American       
Semiconductor, Bell Microproducts, Interface Electronics, Pioneer Standard, and 
Reptron Electronics. Major international distributors include Ambar (U.K.),     
Desner Electronics (Singapore), Internix (Japan), Macro Vision (Taiwan), MCM    
(Japan) and Techmosa (Taiwan). See "Risk Factors -- Reliance on Distributors."  

At September 30, 1997, the Company's backlog was approximately $6.6 million 
compared to $5.3 million at September 30, 1996. The Company includes in its     
backlog customer-released orders with firm schedules for shipment within the    
next six months. The Company does not have long-term purchase agreements with   
any of its customers, and customers can typically cancel or reschedule their    
orders without significant penalty. As a result, customers frequently revise    
product quantities and delivery schedules to reflect their changing needs.      
Since most of the Company's backlog can be canceled or rescheduled, the Company 
does not believe its backlog is a meaningful indicator of future revenue. See   
"Risk Factors -- Limited Operating History; Potential Fluctuations in Operating 
Results."                                                                       

MANUFACTURING                                                                   

The Company has adopted a fabless manufacturing strategy by subcontracting  
its wafer production to independent wafer foundries. The Company has            
established collaborative relationships with selected independent foundries and 
targets additional foundry partners with which it can develop a strategic       
relationship to the benefit of both parties. The Company believes that its      
fabless strategy enables it to introduce high performance products quickly at   
competitive cost. To date, the Company's principal manufacturing relationship   
has been with Chartered. The Company provides Chartered with new product        
designs to be used for testing and qualifying advanced manufacturing processes  
from development to production. In exchange, Chartered provides the Company     
with wafer allocation and early access to process technology. The Company has   
also used AMS as a foundry since 1992. The Company is qualifying a 0.8 micron   
high-voltage CMOS process at NJRC and plans to use this process for some of its 
future products. Recently the Company qualified a 0.5 micron CMOS process at    
TSMC.                                                                           

In fiscal 1996 and 1997, approximately 90% of the wafers for the Company's  
semiconductor products were manufactured by Chartered, and the remainder of the 
Company's wafers were manufactured by AMS, NJRC and TSMC. The Company is        
currently qualifying LG as a foundry supplier. The Company believes that it     
will receive an increasing portion of its wafer requirements from TSMC and LG   
in the future. The Company's reliance on independent wafer suppliers to         
fabricate its wafers at their production facilities subjects the Company to     
such possible risks as potential lack of adequate capacity and available        
manufactured products, lack of control over delivery schedules and the risk of  
events limiting production and reducing yields, such as fires or other damage   
to production facilities or technical difficulties. Although, to date, the      
Company has not experienced any material delays in obtaining an adequate supply 
of wafers, there can be no assurance that the Company will not experience       
delays in the future. Any inability or unwillingness of the Company's wafer     
suppliers generally, and Chartered in particular, to provide adequate           
quantities of finished wafers to meet the Company's needs in a timely manner or 
in needed quantities would delay production and product shipments and have a    
material adverse effect on the Company's business, financial condition and      
results of operations.                                                          

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At present, the Company purchases wafers from its wafer suppliers through   
the issuance of purchase orders based on rolling six-month forecasts provided   
by the Company, and such purchase orders are subject to acceptance by each      
wafer foundry. The Company does not have long-term purchase agreements with     
any of its wafer suppliers, each of which has the right to reduce or terminate  
allocations of wafers to the Company. In the event that these suppliers were    
unable or unwilling to continue to manufacture the Company's key products in    
required volumes, the Company would have to identify and qualify additional     
foundries. In any event, the Company's future growth will also be dependent     
upon its ability to identify and qualify new wafer foundries. The               
qualification process can take up to six months or longer, and there can be no  
assurance that any additional wafer foundries will become available to the      
Company or will be in a position to satisfy any of the Company's requirements   
on a timely basis. The Company also depends upon its wafer suppliers to         
participate in process improvement efforts, such as the transition to finer     
geometries, and any inability or unwillingness of such suppliers to do so       
could delay or otherwise materially adversely affect the Company's development  
and introduction of new products. Furthermore, sudden shortages of raw          
materials or production capacity constraints can lead wafer suppliers to        
allocate available capacity to customers other than the Company or for          
internal uses, which could interrupt the Company's ability to meet its product  
delivery obligations. Any significant interruption in the supply of wafers to   
the Company would adversely affect the Company's operating results and          
relations with affected customers. The Company's reliance on independent wafer  
suppliers may also impact the length of                                         
the development cycle for the Company's products, which may provide time-to-    
market advantages to competitors that have in-house fabrication capacity. See   
"Risk Factors -- Dependence on Independent Wafer Foundries" and "Management's   
Discussion and Analysis of Financial Condition and Results of Operations."      

The Company relies on foreign subcontractors primarily for the assembly and 
packaging of its products and, to a lesser extent, for the testing of its       
finished products. Some of these subcontractors are the Company's single        
source supplier for certain new packages. Although the Company believes that    
it is not materially dependent upon any such subcontractor, changes in the      
Company's or a subcontractor's business could cause the Company to become       
materially dependent on a subcontractor. The Company has from time to time      
experienced difficulties in the timeliness and quality of product deliveries    
from the Company's subcontractors. Although delays experienced to date have     
not been material, there can be no assurance that the Company will not          
experience similar or more severe difficulties in the future. The Company       
generally purchases these single or limited source components or services       
pursuant to purchase orders and has no guaranteed arrangements with such        
subcontractors. There can be no assurance that these subcontractors will        
continue to be able and willing to meet the Company's requirements for any      
such components or services. Any significant disruption in supplies from, or    
degradation in the quality of components or services supplied by, these         
subcontractors, or any other circumstance that would require the Company to     
qualify alternative sources of supply could delay shipments and result in the   
loss of customers, or limitations or reductions in the Company's revenues, or   
otherwise materially and adversely affect the Company's business and results    
of operations. See "Risk Factors -- Dependence on Single or Limited Source      
Assembly Subcontractors."                                                       

The manufacture and assembly of semiconductor products is highly complex and
sensitive to a wide variety of factors, including the level of contaminants in  
the manufacturing environment, impurities in the materials used, and the        
performance of manufacturing personnel and production equipment. In a typical   
semiconductor manufacturing process, silicon wafers produced by the foundry     
are sorted and cut into individual die that are then assembled into individual  
packages and tested for performance. The Company's wafer fabrication suppliers  
have from time to time experienced lower-than-anticipated yields of good die,   
as is typical in the semiconductor industry. In the event of such decreased     
yields, the Company would incur additional costs to sort wafers, an increase    
in average cost per usable die and an increase in the time to market for its    
products. See "Risk Factors -- Variation in Production Yields."                 

COMPETITION                                                                     

The semiconductor industry is intensely competitive. Significant competitive
factors in the market for high- performance ICs include product features and    
performance, product quality, price, success in developing new                  

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products, adequate wafer fabrication capacity and sources of raw materials,     
efficiency of production, timing of new product introductions, ability to       
protect intellectual property rights and proprietary information, and general   
market and economic conditions. The Company's competitors include Cypress       
Semiconductor Corporation, Integrated Circuit Systems, Inc., Integrated Device  
Technology, Inc., Maxim Integrated Products, Inc., Quality Semiconductor, Inc.  
and Texas Instruments, Inc., most of which have substantially greater           
financial, technical, marketing, distribution and other resources, broader      
product lines and longer-standing customer relationships than the Company. The  
Company also competes with other major or emerging companies that sell          
products to certain segments of the markets addressed by the Company.           
Competitors with greater financial resources or broader product lines may also  
have greater ability than the Company to engage in sustained price reductions   
in the Company's primary markets in order to gain or maintain market share.     

The Company believes that its future success will depend on its ability to  
continue to improve and develop its products and processes. Unlike the          
Company, many of the Company's competitors maintain internal manufacturing      
capacity for the fabrication and assembly of semiconductor products, which may  
provide such competitors with more reliable manufacturing capability, shorter   
development and manufacturing cycles and time-to-market advantages. In          
addition, competitors with their own wafer fabrication facilities that are      
capable of producing products with the same design geometries as those of the   
Company may be able to manufacture and sell competitive products at lower       
prices. Introduction of products by competitors that are manufactured with      
improved process technology could materially and adversely affect the           
Company's business and results of operations. As is typical in the              
semiconductor industry, competitors of the Company have developed and marketed  
products having functionality similar or identical to the Company's products,   
and the Company expects this trend to continue in the future. To the extent     
the Company's products do not achieve performance, price, size or other         
advantages over products offered by competitors, the Company is likely to       
experience greater price competition with respect to such products. The         
Company also faces competition from the makers of microprocessors and other     
system devices, including ASICs, that have been and may be developed for        
particular systems. These devices may include interface logic functions, which  
may eliminate the need or sharply reduce the demand for the Company's products  
in particular applications. There can be no assurance that the Company will be  
able to compete successfully in the future or that competitive pressures will   
not materially and adversely affect the Company's financial condition and       
results of operations. Competitive pressures could also reduce market           
acceptance of the Company's products and result in price reductions and         
increases in expenses that could materially and adversely affect the Company's  
business and results of operations. See "Risk Factors --Dependence Upon         
Independent Wafer Foundries," "Risk Factors -- Competition," "Risk Factors --   
Dependence on Single or Limited Source Assembly Subcontractors" and "--         
Manufacturing."                                                               

RESEARCH AND DEVELOPMENT                                                        

The Company believes that the continued timely development of new interface 
ICs is essential to maintaining its competitive position. Accordingly, the      
Company has assembled a team of highly-skilled engineers whose activities are   
focused on the development of signal transfer, routing and timing technologies  
and products. As of September 30, 1997, Pericom had 29 employees engaged in     
research and development activities, many of whom have advanced technical       
degrees. Research and development expenses in fiscal 1995, 1996, and 1997 were  
$2.9 million, $4.4 million and $4.2 million, respectively.                      

By leveraging its proprietary high-performance cell library, the Company    
plans to expand product offerings in each of its key product lines. The         
Company intends to design high-speed, low-noise 2.5-volt and 3.3-volt           
interface logic products using its proprietary low-noise I/O technology. Some   
of these logic products will also incorporate the Company's patented mixed-     
voltage I/O technology. The Company intends to use the combination of low-      
noise, mixed-voltage technology with advanced 0.35 micron and 0.25 micron       
process technology to develop a broad portfolio of versatile, high-performance  
interface logic circuits essential for high-speed, low-power computer and       
networking systems. In the digital and analog switch areas, the Company         
intends to apply its low-resistance, low-noise techniques to a family of        
switches with new functions operating under different power supply voltages.    
Based on the Company's core analog and digital PLL technologies, the Company    
intends                                                                         

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to develop new families of clock generators and frequency synthesizers for      
applications in Pentium II class computers, laser printers and modems. The      
Company is developing a new family of 100Base-X FastEthernet network            
transceivers and PMD ICs based on the Company's mixed-signal design             
technologies. In an effort to expand its product offerings in the mobile        
computing and data communication markets, the Company is exploring              
opportunities to develop new products for wireless applications.                

To address increasing price/performance requirements, the Company intends to
continue to redesign its high-volume products by using more advanced            
fabrication processes and refined design techniques, with the goal of           
enhancing product performance and reducing die size and product costs. The      
Company also intends to further refine noise performance by using newly         
developed low-noise I/O technology.                                             

Most of the Company's new products are manufactured using 0.5 micron and 0.6
micron process technologies. The Company plans to manufacture some of its       
products using advanced 0.35 micron and 0.25 micron CMOS process technologies   
beginning in fiscal 1998 and will continue new process technology work with     
its foundry partners. In an effort to further reduce costs and enhance          
reliability, the Company is developing new high-speed test hardware and         
software to support testing and characterization of its products.               

The success of new products depends on many factors, including product      
selection, timely completion of product development, ability to gain access to  
advanced fabrication processes, achievement of acceptable wafer fabrication     
yield, and the ability to secure sufficient wafer fabrication capacity. There   
can be no assurance that the Company will be able to successfully identify new  
product opportunities and timely develop and bring to market such new           
products. Failure of the Company to complete, introduce and bring to volume     
production new products in a timely manner and at competitive                   
price/performance levels could adversely affect the Company's results of        
operations. See "Risk Factors -- Technological Change; Dependence on New        
Products."                                                                      

INTELLECTUAL PROPERTY                                                           

In the United States, the Company holds five patents covering certain       
aspects of its product designs and has eight additional patent applications     
pending. The Company expects to continue to file patent applications where      
appropriate to protect its proprietary technologies; however, the Company       
believes that its continued success depends primarily on factors such as the    
technological skills and innovation of its personnel, rather than on its        
patents.                                                                        

The Company's success depends in part on its ability to obtain patents and  
licenses and preserve other intellectual property rights covering its products  
and development and testing tools. Copyrights, mask work protection, trade      
secrets and confidential technological know-how are also key elements of the    
Company's business. There can be no assurance that any additional patents will  
be issued to the Company or that the Company's patents or other intellectual    
property will provide meaningful protection from competition. The Company may   
be subject to or may initiate interference proceedings in the U.S. Patent and   
Trademark Office, which can consume significant financial and management        
resources. In addition to the foregoing, the laws of certain territories in     
which the Company's products are or may be developed, manufactured or sold may  
not protect the Company's products and intellectual property rights to the      
same extent as the laws of the United States. The inability of the Company to   
protect its intellectual property adequately could have a material adverse      
effect on its business and results of operations.                               

The semiconductor industry is characterized by frequent litigation regarding
patent and other intellectual property rights, and there can be no assurance    
that the Company will not be subject to infringement claims by other parties.   
In May 1995, Quality Semiconductor, Inc. ("QSI"), a competitor of the Company,  
brought a lawsuit against the Company in the United States District Court for   
the Northern District of California, San Francisco Division, claiming           
infringement of one of its patents by certain features in certain of the        
Company's bus switch products and seeking injunctive relief and unspecified     
monetary damages. Discovery has commenced but is stayed pending a claim         
construction hearing. The Company believes that it has meritorious defenses,    
that the products involved are not material to the Company's business and that  
the resolution of this matter will not                                          

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have a material adverse effect on the Company's business, financial position    
or results of operations. However, any litigation, whether or not determined    
in favor of the Company, can result in significant expense to the Company and   
can divert the efforts of the Company's technical and management personnel      
from productive tasks. In the event of an adverse ruling in any litigation      
involving intellectual property, the Company might be required to discontinue   
the use of certain processes, cease the manufacture, use and sale of            
infringing products, expend significant resources to develop non-infringing     
technology or obtain licenses to the infringed technology, and may suffer       
significant monetary damages, which could include treble damages. In the event  
the Company attempts to license any allegedly infringed technology, there can   
be no assurance that such a license would be available on reasonable terms or   
at all. In the event of a successful claim against the Company and the          
Company's failure to develop or license a substitute technology on              
commercially reasonable terms, the Company's business and results of            
operations would be materially and adversely affected. There can be no          
assurance that the claims brought by QSI or any potential infringement claims   
by other parties (or claims for indemnity from customers resulting from any     
infringement claims) will not materially and adversely affect the Company's     
business, financial condition and results of operations.                        

The process technology used by the Company's independent foundries,         
including process technology that the Company has developed with its            
foundries, can generally be used by such foundries to produce their own         
products or to manufacture products for other companies, including the          
Company's competitors. In addition, the Company does not generally have the     
right to implement the process technology used to manufacture its products      
with foundries other than the foundry with which it has developed such process  
technology. See "Risk Factors --  Patents and Proprietary Rights."              

EMPLOYEES                                                                       

As of September 30, 1997, the Company had 137 full-time employees, including
26 in sales, marketing and customer support, 65 in manufacturing, assembly and  
testing, 33 in engineering and quality assurance and 13 in finance and          
administration, including information systems. The Company has never had a      
work stoppage and no employee is represented by a labor organization. The       
Company considers its employee relations to be good.                            

The Company's future success will depend to a large extent on the continued 
contributions of its executive officers and other key management and technical  
personnel, none of whom has an employment agreement with the Company and each   
of whom would be difficult to replace. The Company does not maintain any key    
person life insurance policy on any of such persons. The loss of the services   
of one or more of the Company's executive officers or key personnel or the      
inability to continue to attract qualified personnel could delay product        
development cycles or otherwise have a material adverse effect on the           
Company's business, financial condition and results of operations. See "Risk    
Factors -- Dependence on Key Personnel."                                        

FACILITIES                                                                      

The Company leases approximately 34,000 square feet of space in San Jose,   
California in which its headquarters, technology and product development and    
testing facilities are located. The facility is leased through 2001 with        
certain renewal options. The Company also has sales offices located in San      
Jose, California, Laguna Niguel, California, Marlborough, Massachusetts, Cary,  
North Carolina and Austin, Texas, as well as in Taiwan and the United Kingdom.  
The Company believes its current facilities are adequate to support its needs   
through the end of fiscal 1998.                                                 

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MANAGEMENT  

EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES                                 

The executive officers, directors and key employees of the Company and their
respective ages as of September 30, 1997 are as follows:                        

                                                                [Download Table]

           NAME            AGE                   POSITION(S)                  
           ----            ---                   -----------                  
                                                                              
Executive Officers and                                                        
 Directors                                                                    
Alex Chi-Ming Hui.........  41 Chief Executive Officer, President and Director
Chi-Hung (John) Hui,                                                          
Ph.D.(1)..................  42 Vice President, Technology and Director        
Patrick B. Brennan........  59 Vice President, Finance and Administration     
Daniel W. Wark............  41 Vice President, Operations                     
Glen R. Wiley.............  47 Vice President, Sales                          
Yao T. (Michael) Yen,                                                         
Ph.D......................  61 Vice President, Applications                   
Tay Thiam Song(1)(2)......  42 Director                                       
Jeffrey Young(1)(2).......  48 Director                                       
Key Employee                                                                  
Van Lewing................  59 Director of Marketing                          

--------                                                                        
(1) Member of Audit Committee.                                                  
(2) Member of Compensation Committee.                                           

Alex Chi-Ming Hui has been Chief Executive Officer, President and a member  
of the Board of Directors of the Company since its inception in June 1990.      
From August 1982 to May 1990, Mr. Hui was employed by LSI Logic Corporation,    
most recently as its Director of Advanced Development. From August 1980 to      
July 1982, Mr. Hui was a member of the technical staff of Hewlett-Packard       
Company. Mr. Hui holds a B.S.E.E. from the Massachusetts Institute of           
Technology and an M.S.E.E. from the University of California at Los Angeles.    

Chi-Hung (John) Hui, Ph.D., has been Vice President, Technology and a member
of the Board of Directors of the Company since its inception in June 1990.      
From August 1987 to June 1990, Dr. Hui was employed by Integrated Device        
Technology, most recently as Manager of its Research and Development            
Department. From August 1984 to August 1987, Dr. Hui was a member of the        
technical staff of Hewlett-Packard Company. Dr. Hui holds a B.S.E.E. from       
Cornell University and an M.S.E.E. and a Ph.D. in Electrical Engineering from   
the University of California at Berkeley.                                       

Patrick B. Brennan has been Vice President, Finance and Administration of   
the Company since March 1993. From February 1991 to March 1993, Mr. Brennan     
was employed by Datacord, Inc., a subsidiary of Newell Research, Inc., as its   
Vice President, Finance, and from July 1985 to February 1991, he was employed   
as the Vice President, Finance of SEEQ Technology, Inc. From January 1980 to    
June 1985, he was employed by National Semiconductor Corporation, most          
recently as Vice President and Treasurer. Mr. Brennan holds a B.S. in Business  
Administration from Arizona State University.                                   

Daniel W. Wark joined the Company in April 1996 as its Director of          
Operations and became its Vice President, Operations in July 1997. From May     
1983 to December 1995, Mr. Wark was employed by Linear Technology Corporation   
("Linear"), most recently as Director of Corporate Services. Other positions    
that Mr. Wark held at Linear included Managing Director of its Singapore        
Operations and Production Control Manager. Prior to his employment with         
Linear, Mr. Wark was employed by National Semiconductor Corporation and         
Avantek, Inc. Mr. Wark holds a B.S. in Business Administration from San Jose    
State University and an APICS certification.                                    

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Glen R. Wiley has been Vice President, Sales of the Company since April     
1997. From April 1992 to November 1996, Mr. Wiley was the Vice President of     
Sales at Orbit Semiconductor, and from January 1990 to March 1992, he served    
as Vice President of Pro Associates, a manufacturers' representative firm.      
From January 1989 to December 1989, Mr. Wiley was employed by Gazelle           
Microcircuits as its Western Area Sales Manager, and from February 1980 to      
December 1988, he served as a Senior Account Salesman with Pro Associates.      
Mr. Wiley holds a B.A. in English from Humboldt State University.               

Yao T. (Michael) Yen, Ph.D., has been Vice President, Applications of the   
Company since September 1992. From January 1990 to August 1992, Dr. Yen was     
employed by Transcomputer Inc. as Vice President, Engineering, and from         
January 1983 to December 1989, he was employed by Answer Software Corporation   
as Vice President, Engineering. Dr. Yen was also employed as Engineering        
Manager Microcomputer Systems at Intel Corporation. Dr. Yen holds a B.S.E.E.    
from National Taiwan University and an M.S.E.E. and a Ph.D. in Electrical       
Engineering from the University of Illinois at Urbana-Champaign.                

Tay Thiam Song has been a member of the Board of Directors since June 1992. 
Mr. Tay resides in Singapore, and, since 1985, has been serving as the          
Executive Director of various companies in Singapore and Malaysia, including    
Daiman Group (a Malaysian public company) and Chye Seng Tannery (Pte) Ltd. Mr.  
Tay holds a B.A. in Accounting from the North East London Polytechnic           
University.                                                                     

Jeffrey Young has been a member of the Board of Directors since August 1995.
Since 1988, Mr. Young has been a resident of Singapore and has served as the    
Executive Director of Daiman Roof Tiles Sdn. Bhd., a subsidiary of the Daiman   
Group, and Great Wall Brick Work Sdn. Bhd., and as a Director of Daiman         
Singapore (Pte) Ltd., Teletel System (Pte) Ltd. and Daiman Investments          
(Australia) Pty. Ltd. Mr. Young holds a B.S. from the Electronic College of     
Canton, People's Republic of China.                                             

Van Lewing joined the Company in March 1995 as its Director of Marketing.   
Prior to joining the Company, Mr. Lewing was employed as Marketing Manager,     
Mixed-Signal Products at National Semiconductor Corporation from November 1993  
to March 1995. He also served as Marketing Manager, RISC Microprocessors at     
Performance Semiconductor from April 1990 to November 1993 and as Director of   
Marketing, ASIC Products at LSI Logic Corporation from January 1987 to April    
1990. Mr. Lewing holds a B.S.E.E. from the University of New Mexico and an      
M.B.A. from National University.                                                

All directors of the Company serve until the next annual meeting of the     
shareholders of the Company and until their successors have been duly elected   
and qualified. The Company's Articles of Incorporation provide for the          
elimination of cumulative voting in the election of directors upon qualifying   
as a "listed corporation" under the California Corporations Code, which will    
occur when the Company has at least 800 shareholders of record as of its most   
recent annual shareholders meeting. Each officer serves at the discretion of    
the Board of Directors. Mr. Hui and Dr. Hui are brothers, and Mr. Young and     
Mr. Tay are brothers-in-law. There are no other family relationships among any  
of the directors, officers or key employees of the Company.                     

BOARD COMMITTEES                                                                

AUDIT COMMITTEE. The Audit Committee of the Board of Directors was formed in
September 1995, and has been inactive to date. The Company intends to activate  
this committee upon completion of the offering, after which the Audit           
Committee's duties will be to review the results and scope of the annual audit  
and other services provided by the Company's independent auditors, review and   
evaluates the Company's internal control functions and monitor transactions     
between the Company and its employees, officers and directors. Dr. Hui, Mr.     
Young and Mr. Tay are the members of the Audit Committee.                       

COMPENSATION COMMITTEE. The Compensation Committee of the Board of          
Directors, which was formed in September 1995, administers the 1995 Stock       
Option Plan and 1997 Employee Stock Purchase Plan and reviews and approves the  
compensation and benefits for the Company's executive officers. Mr. Young and   
Mr. Tay are the members of the Compensation Committee.                          

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DIRECTOR COMPENSATION                                                           

The Company's directors receive no fees for their services as members of the
Board of Directors or committee members and are not reimbursed for expenses     
incurred in connection with attending meetings of the Board of Directors or     
any committee thereof. Each non-employee director was granted (i) on September  
18, 1996 an option to purchase 7,500 shares of Common Stock at an exercise      
price of $3.80 per share which was vested immediately upon grant and (ii) on    
June 30, 1997 an option to purchase 7,500 shares of Common Stock at an          
exercise price of $4.40 per share, 3,750 of which vested immediately upon       
grant and 3,750 of which vest over a one year period, beginning on the date of  
grant. Pursuant to the 1995 Stock Option Plan, all non-employee directors of    
the Company receive automatic stock option grants upon joining the Board of     
Directors and annually thereafter. The exercise price of such stock options is  
equivalent to the fair market value of the underlying Common Stock on the date  
of grant. See "-- Stock Plans -- 1995 Stock Option Plan."                       

EXECUTIVE COMPENSATION                                                          

The following table sets forth certain information concerning compensation  
of the Company's Chief Executive Officer and each of the other most highly      
compensated executive officers of the Company whose aggregate salary, bonus     
and other compensation exceeded $100,000 during fiscal 1997 (collectively, the  
"Named Executive Officers").                                                    

SUMMARY COMPENSATION TABLE  

                                                                [Download Table]

                                                                    LONG-TERM  
                                                                   COMPENSATION
                                                                      AWARDS   
                                                                   ------------
                                                       ANNUAL                  
                                                    COMPENSATION      SHARES   
                                                  ----------------  UNDERLYING 
           NAME AND PRINCIPAL POSITION             SALARY   BONUS    OPTIONS   
------------------------------------------------- -------- ------- ------------
                                                                               
Alex Chi-Ming Hui................................ $152,849 $23,000        --   
  Chief Executive Officer, President and Director                              
Chi-Hung (John) Hui..............................  137,039  18,000        --   
  Vice President, Technology and Director                                      
Patrick B. Brennan...............................  118,070   9,000    20,000   
  Vice President, Finance and Administration                                   
Daniel W. Wark...................................  106,693   9,000    25,000   
  Vice President, Operations                                                   
Yao T. (Michael) Yen.............................  104,962      --     5,000   
  Vice President, Applications                                                 
Henry O'Hara (1).................................  119,214      --        --   
  Former Vice President, Sales                                                 

--------                                                                        
(1) Mr. O'Hara resigned as Vice President, Sales in March 1997.                 

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OPTION GRANTS. The following table sets forth certain information concerning
stock option grants to each of the Named Executive Officers during fiscal       
1997.                                                                           

                                                        [Enlarge/Download Table]

                                                                         POTENTIAL REALIZABLE VALUE 
                                                                           AT ASSUMED ANNUAL RATES  
                                                                               OF STOCK PRICE       
                                                                           APPRECIATION FOR OPTION  
                                        INDIVIDUAL GRANTS                          TERM(4)          
                         ----------------------------------------------- ---------------------------
                         NUMBER OF                                                                  
                           SHARES   PERCENT OF TOTAL EXERCISE                                       
                         UNDERLYING OPTIONS GRANTED   PRICE                                         
                          OPTIONS    TO EMPLOYEES IN   PER    EXPIRATION                            
          NAME            GRANTED    FISCAL 1997(1)  SHARE(2)  DATE(3)        5%            10%     
------------------------ ---------- ---------------- -------- ---------- ------------- -------------
                                                                                                    
Alex Chi-Ming Hui.......       --          --            --          --             --            --
Chi-Hung (John) Hui.....       --          --            --          --             --            --
Patrick B. Brennan......    5,000         1.0%        $3.80    09/26/06  $      11,949 $      30,281
                           15,000         3.1          2.40    04/24/07         22,640        57,375
Daniel W. Wark..........   25,000         5.1          2.40    05/19/06         34,269        85,030
Yao T. (Michael) Yen....    5,000         1.0          3.80    09/26/06         11,949        30,281
Henry O'Hara............       --          --            --          --             --            --

OPTION GRANTS IN FISCAL 1997  
--------                                                                        
(1) In fiscal 1997, the Company granted options to employees to purchase an     
aggregate of 488,825 shares.                                            
(2) Each of these options was granted pursuant to the Company's 1995 Stock      
Option Plan and is subject to the terms of such plan as described below.
These options were granted at an exercise price equal to the fair market
value of the Company's Common Stock as determined by the Board of       
Directors of the Company on the date of the grant. All such options vest
  over a four-year period, subject to continued employment with the Company.
(3) Options may terminate before their expiration dates if the optionee's       
status as an employee or consultant is terminated or upon the optionee's
death or disability.                                                    
(4) The 5% and 10% assumed annual rates of compounded stock price appreciation  
  are mandated by rules of the Securities and Exchange Commission and do not
represent the Company's estimate or projection of the Company's future  
Common Stock prices.                                                    

OPTION EXERCISES AND YEAR-END HOLDINGS. The following table sets forth      
certain information as of June 30, 1997 concerning exercisable and              
unexercisable stock options held by each of the Named Executive Officers.       

AGGREGATE OPTION EXERCISES IN FISCAL 1997 AND FISCAL YEAR-END OPTION VALUES 

                                                        [Enlarge/Download Table]

                                                       NUMBER OF SECURITIES      VALUE OF UNEXERCISED   
                                                      UNDERLYING UNEXERCISED    IN-THE-MONEY OPTIONS AT 
                            NUMBER OF                OPTIONS AT JUNE 30, 1997      JUNE 30, 1997 (2)    
                         SHARES ACQUIRED    VALUE    ------------------------- -------------------------
          NAME             ON EXERCISE   REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------------ --------------- ----------- ----------- ------------- ----------- -------------
                                                                                                        
Alex Chi-Ming Hui.......         --             --     150,000          --      $210,000          --    
Chi-Hung (John) Hui.....         --             --     100,000          --       140,000          --    
Patrick B. Brennan......         --             --      54,376      21,624       113,000      $2,760    
Daniel W. Wark..........         --             --       6,771      18,229            --          --    
Yao T. (Michael) Yen....     50,000       $110,000       4,376       5,624         5,156       2,344    
Henry O'Hara............     45,104         67,966          --          --            --          --    

--------                                                                        
(1) No public market existed for the Company's Common Stock during fiscal       
1997. The value realized represents the estimated value of shares of    
  Common Stock determined by the Board of Directors of the Company, less the
option exercise price.                                                  

(2) The value of "in-the-money" stock options represents the difference         
  between the exercise price of such stock options and the fair market value
of $2.40 per share of Common Stock as of June 30, 1997, as determined by
  the Company's Board of Directors, multiplied by the total number of shares
subject to such options on June 30, 1997.                               

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STOCK PLANS                                                                     

1990 STOCK OPTION PLAN. The Company's 1990 Stock Option Plan (the "1990     
Plan") was approved by the Board of Directors in February 1991 and by the       
Company's shareholders in May 1991. The 1990 Plan provides for the grant of     
options intended to qualify as "incentive stock options" under Section 422 of   
the Internal Revenue Code of 1986, as amended (the "Code"), and nonqualified    
stock options. The 1990 Plan also provides for the issuance or sale of Common   
Stock in connection with the performance of services to the Company or its      
affiliates. As of September 30, 1997, 554,130 shares of Common Stock had been   
issued upon exercise of options granted under the 1990 Plan and 719,794 shares  
remained reserved for future issuance upon the exercise of outstanding          
options. The Board of Directors terminated the 1990 Plan effective June 30,     
1997, and no further options will be granted under the 1990 Plan.               

The Board of Directors or a committee designated by the Board is authorized 
to administer the 1990 Plan, including the selection of individuals eligible    
for grants of options, issuances of Common Stock, the terms of such grants or   
issuances and the interpretation of the terms of, and adoption of rules for,    
the 1990 Plan. The maximum term of any stock option granted under the 1990      
Plan is ten years, except that with respect to incentive stock options granted  
to a person possessing more than 10% of the combined voting power of the        
Company (a "10% Shareholder"), the term of such stock options shall be no more  
than five years. The exercise price of nonqualified stock options and           
incentive stock options granted under the 1990 Plan must be at least 85% and    
100%, respectively, of the fair market value of the Company's Common Stock on   
the grant date, except that the exercise price of incentive stock options       
granted to a 10% Shareholder must be at least 110% of such fair market value    
on the grant date. Options granted to employees under the 1990 Plan generally   
vest over a four-year period. The aggregate fair market value on the date of    
grant of the Common Stock for which incentive stock options are exercisable     
for the first time by an employee during any calendar year may not exceed       
$100,000. The 1990 Plan may be amended at any time by the Board, except that    
certain amendments require shareholder approval.                                

1995 STOCK OPTION PLAN. The Company's 1995 Stock Option Plan (the "1995     
Plan") was approved by the Board of Directors in September 1995 and by the      
Company's shareholders in October 1995. The 1995 Plan permits the grant of      
incentive stock options to employees of the Company (including officers and     
directors who are also employees of the Company) and the grant of nonqualified  
stock options to employees, officers, directors, independent contractors and    
consultants of the Company. Initially, 1,800,000 shares of Common Stock were    
reserved for issuance in connection with the grant of options under the 1995    
Plan. The 1995 Plan provides that the share reserve will be increased on July   
1 of each year by an amount equal to 10% of the total number of shares of       
Common Stock outstanding as of the immediately preceding June 30; provided,     
however, that the maximum number of shares of Common Stock reserved for         
issuance under the 1995 Plan shall not exceed 2,700,000 shares. The aggregate   
number of shares of Common Stock available for issuance pursuant to incentive   
stock options, however, remains at 1,800,000 shares and is not subject to       
annual adjustment. As of September 30, 1997, an aggregate of 2,251,120 shares   
of Common Stock was reserved for issuance under the 1995 Plan, 896 shares had   
been issued upon exercise of outstanding options under the 1995 Plan, 766,263   
shares remained reserved for issuance upon the exercise of outstanding options  
and 1,483,961 shares remained available for future grant. In addition, the      
maximum number of shares of Common Stock with respect to which options may be   
granted to any individual in any calendar year under the 1995 Plan is 150,000.  
Options granted to employees under the 1995 Plan generally vest over a four-    
year period.                                                                    

The 1995 Plan provides for automatic grants to directors who are not        
employees of the Company (the "Non-Employee Directors") of nonqualified         
options to purchase 7,500 shares of Common Stock when first elected to the      
Board ("Initial Grants") and 3,750 shares annually thereafter ("Subsequent      
Grants") to continuing Non-Employee Directors immediately following each        
annual meeting of shareholders of the Company. The exercise price of options    
granted to Non-Employee Directors will be equal to the fair market value on     
the date of grant. Initial Grants will be fully vested and exercisable as of    
the date of grant and Subsequent Grants will vest at the rate of 25% each       
quarter following the date of grant, so that the option will be fully vested    
and exercisable twelve months following the date of grant. Non-Employee         
Directors are not eligible to receive any other option grants under the 1995    
Plan or any other current stock plans of the Company.                           

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The Board of Directors or a committee designated by the Board (the          
"Committee") is authorized to administer the 1995 Plan, including the           
selection of persons (other than Non-Employee Directors) to whom options may    
be granted and the interpretation and implementation of the 1995 Plan. Options  
granted under the 1995 Plan will vest and become exercisable as determined by   
the Committee at the time of the option grant. The maximum term of an option    
granted under the 1995 Plan is ten years (five years in the case of an          
incentive stock option granted to a 10% Shareholder). The aggregate fair        
market value, on the date of grant, of the Common Stock for which incentive     
stock options are exercisable for the first time by an employee during any      
calendar year may not exceed $100,000. The exercise price of each option        
granted under the 1995 Plan shall not be less than the fair market value of     
the Common Stock on the date of grant (or not less than 110% of fair market     
value in the case of an incentive stock option granted to a 10% Shareholder).   
Except for the provisions relating to the grant of stock options to Non-        
Employee Directors, the 1995 Plan may be amended at any time by the Board of    
Directors, although certain amendments require shareholder approval. The 1995   
Plan will terminate in September 2005, unless earlier terminated by the Board.  

1997 EMPLOYEE STOCK PURCHASE PLAN. The Company's 1997 Employee Stock        
Purchase Plan (the "Stock Purchase Plan"), which was approved by the Board of   
Directors in September 1997 and by the Company's shareholders in October 1997,  
is intended to qualify as an "employee stock purchase plan" under Section 423   
of the Code and to provide employees of the Company with an opportunity to      
purchase shares of Common Stock through payroll deductions. A total of 300,000  
shares of the Company's Common Stock has been reserved for issuance under the   
Stock Purchase Plan, none of which have been issued. The Stock Purchase Plan    
permits eligible employees to purchase Common Stock at a discount through       
payroll deductions, during concurrent 24-month purchase periods, except that    
the first purchase period will be 27 months. Each purchase period will be       
divided into four consecutive three-month accrual periods, except that the      
first accrual period will be six months. The price at which stock is purchased  
under the Stock Purchase Plan is equal to 85% of the fair market value of the   
Common Stock on the first day of the purchase period or the last day of the     
accrual period, whichever is lower. The initial purchase period will commence   
on the Effective Date and will end on January 30, 2000. The maximum number of   
shares of Common Stock that any employee may purchase under the Stock Purchase  
Plan during an accrual period is 500 shares.                                    

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS                             

The Company's Bylaws provide that the Company will indemnify its directors, 
executive officers, employees and other agents to the fullest extent permitted  
by California law. Prior to the consummation of this offering, the Company      
intends to enter into indemnification agreements with each of its directors     
and executive officers and to obtain a directors' and officers' liability       
insurance policy that insures such persons against the cost of defense,         
settlement or payment of judgments under certain circumstances.                 

In addition, the Company's Amended and Restated Articles of Incorporation   
(the "Articles") eliminate the liability of the Company's directors to the      
fullest extent permitted by California law. This provision in the Articles      
does not eliminate a director's duty of care and, in appropriate                
circumstances, equitable remedies such as an injunction or other forms of non-  
monetary relief would remain available under California law. Each director      
will continue to be subject to liability for breach of the director's duty of   
loyalty to the Company, acts or omissions not in good faith or involving        
intentional misconduct or knowing violations of law, acts or omissions that     
the director believes to be contrary to the best interests of the Company or    
its shareholders, any transaction from which the director derived an improper   
personal benefit, improper transactions between the director and the Company    
and improper distributions to shareholders and loans to directors and           
officers. This provision also does not affect a director's responsibilities     
under any other laws, such as the federal securities laws, or federal or state  
environmental laws. The Articles also authorize the Company's indemnification   
of its agents for breach of their duty through Bylaw provisions or agreements   
to the fullest extent permitted under California law.                           

There is no pending litigation or proceeding involving a director or officer
of the Company as to which indemnification is being sought, nor is the Company  
aware of any pending or threatened litigation that may result in claims for     
indemnification by any director or officer.                                     

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CERTAIN TRANSACTIONS  

In April 1994, the Company, Alex Chi-Ming Hui, Chief Executive Officer,     
President and a director of the Company, and Chi-Hung (John) Hui, Vice          
President, Technology and a director of the Company, and Dato' Kia Hong Tay     
and members of his immediate family, most of whom are principal shareholders    
of the Company, formed Pericom Technology, Inc., a British Virgin Islands       
corporation ("PTI") with principal offices in Shanghai, People's Republic of    
China. 18.4% of the outstanding voting stock of PTI is held by the Company and  
substantially all of the remaining 81.6% of the outstanding PTI voting stock    
is held by the foregoing directors, officers and principal shareholders of the  
Company. Each of the directors of the Company is a director of PTI, and Alex    
Chi-Ming Hui is the President and Chief Executive Officer of PTI. Pericom and   
PTI are parties to an agreement, dated as of March 17, 1995, which provides     
for cost reimbursement between the Company and PTI for any facility sharing or  
personnel time and certain procedures for funding research and development and  
joint development projects. During the fiscal years ended June 30, 1996 and     
1997, the Company sold $24,000 and $39,000 respectively, in services to PTI.    
As of June 30, 1997, $99,000 was owed to the Company by PTI for certain         
administrative expenses incurred by the Company on behalf of PTI. See           
"Principal and Selling Shareholders" and Note 4 of Notes to Financial           
Statements.                                                                     

In September 1995, the Company and PTI entered into an international        
distributor agreement, pursuant to which PTI was appointed a non-exclusive      
distributor for certain Pericom products in People's Republic of China.         

In February 1996, the Company entered into the Harris Agreement, pursuant to
which Harris and the Company have agreed to discuss the terms of an agreement   
to grant PTI the right to distribute certain Harris products in the Peoples     
Republic of China.                                                              

The Company believes that all of the transactions set forth above were made 
on terms no less favorable to the Company than could have been obtained from    
unaffiliated third parties. All future transactions between the Company and     
its officers, directors, principal shareholders and their affiliates,           
including transactions with PTI, will continue to be on terms no less           
favorable to the Company than could be obtained from unaffiliated third         
parties.                                                                        

The Company intends to enter into indemnification agreements with each of   
its executive officers and directors. See "Management -- Limitation of          
Liability and Indemnification Matters."                                         

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PRINCIPAL AND SELLING SHAREHOLDERS  

The following table sets forth certain information known to the Company with
respect to beneficial ownership of the Company's Common Stock as of September   
30, 1997 and as adjusted to reflect the sale of the shares offered hereby, by   
(i) each person known by the Company to own beneficially more than 5% of the    
outstanding shares of Common Stock, (ii) each of the Company's directors,       
(iii) each of the Named Executive Officers, (iv) each of the Selling            
Shareholders, and (v) all executive officers and directors of the Company as a  
group.                                                                          

                                                        [Enlarge/Download Table]

                               SHARES                                                 
                            BENEFICIALLY                                              
                           OWNED PRIOR TO                SHARES TO BE BENEFICIALLY    
                             OFFERING(1)                  OWNED AFTER OFFERING(1)     
                          -----------------              -----------------------------
5% SHAREHOLDERS,                            SHARES TO BE                              
DIRECTORS AND NAMED                           SOLD IN                                 
EXECUTIVE OFFICERS         NUMBER   PERCENT OFFERING(1)     NUMBER         PERCENT    
------------------------  --------- ------- ------------ --------------- -------------
                                                                                      
Dato' Kia Hong Tay(2)...  1,312,500  18.6%    120,000          1,130,000        12.5% 
 48 Andrew Road                                                                       
 Singapore 299964                                                                     
Tay Thiam Song(3).......  1,088,126  15.5      45,000            980,626        10.9  
 16 Linden Drive                                                                      
 Singapore 288691                                                                     
Tay Tian Liang(4).......  1,075,000  15.3      45,000            967,500        10.7  
 48 Andrew Road                                                                       
 Singapore 299964                                                                     
Tay Thiang Phong(5).....  1,075,000  15.3      45,000            967,500        10.7  
 No. 1, Chuan Walk                                                                    
 Singapore 558407                                                                     
Tay Thiam Yew(6)........  1,075,000  15.3      45,000            967,500        10.7  
 No. 3, Chuan Walk                                                                    
 Singapore 558409                                                                     
Alex Chi-Ming Hui(7)(8).    919,278  12.8          --            919,278        10.0  
Jeffrey Young (9).......    900,626  12.8      22,500            811,876         9.0  
 67 Saraca Road                                                                       
 Singapore 807402                                                                     
Tay Lee Kiang (10)......    900,626  12.8       3,750            811,876         9.0  
 67 Saraca Road                                                                       
 Singapore 807402                                                                     
Chi-Hung (John)                                                                       
Hui(8)(11)..............    717,180  10.1          --            717,180         7.9  
Chye Seng Tannery (Pte)                                                               
Ltd.(12)................    625,000   8.9      62,500            562,500         6.2  
 741/743 Geylang Road                                                                 
 Singapore 0820                                                                       
Patrick B. Brennan(13)..     59,979     *          --             59,979           *  
Yao T. (Michael)                                                                      
Yen(14).................     55,312     *          --             55,312           *  
Henry O'Hara............     45,104     *          --             45,104           *  
Daniel W. Wark(15)......     10,313     *          --             10,313           *  
All executive officers                                                                
 and directors as a                                                                   
 group (8 persons)(16)..  3,125,814  42.5      67,500          2,992,064        32.0  

OTHER SELLING                                                                         
SHAREHOLDERS                                                                          
-------------                                                                         
                                                                                      
Lee Chin-Chung..........    156,250   2.2      15,625            140,625         1.6  
Lue Shuh-Mei............    156,250   2.2      15,625            140,625         1.6  
Hsu Chih-Ray............    150,000   2.1      35,000            115,000         1.3  
Hsu Yu-Pu...............    125,000   1.8      12,500            112,500         1.2  
Koh Quee Chew...........     75,000   1.1       7,500             67,500           *  
Koh Kwee Khoon..........     75,000   1.1       7,500             67,500           *  
Koh Kwee Ngee...........     75,000   1.1       7,500             67,500           *  
Tay Noi Hiang (17)......     37,500     *       3,750             33,750           *  
Tay Siang Kiang (18)....     37,500     *       3,750             33,750           *  
Chen Yueh-Chin..........      2,500     *       2,500                  0           *  

--------                                                                        
*  Less than 1% of the outstanding Common Stock.                                

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(1) Beneficial ownership is determined in accordance with the rules of the    
 Securities and Exchange Commission (the "SEC"). In computing the number
  of shares beneficially owned by a person and the percentage ownership of
that person, shares of Common Stock subject to options held by that   
person that are currently exercisable or exercisable within 60 days of
September 30, 1997 are deemed outstanding. Percentage of beneficial   
ownership is based upon 7,023,790 shares of Common Stock outstanding  
before this offering and 9,023,790 shares of Common Stock outstanding 
   after this offering, as of September 30, 1997 and assuming no exercise of
the Underwriters' over-allotment option. To the Company's knowledge,  
except as set forth in the footnotes to this table and subject to     
applicable community property laws, each person named in the table has
sole voting and investment power with respect to the shares set forth 
  opposite such person's name. Shares shown beside each shareholder's name
in the column captioned "Shares to be Sold in Offering" includes only 
those shares held of record by that shareholder and does not include  
   other shares deemed to be beneficially owned by that shareholder pursuant
to the SEC's beneficial ownership rules. In the event that the        
Underwriters' over-allotment option is exercised, the Selling         
Shareholders and the Company may sell an additional aggregate of up to
 375,000 shares, of which, approximately 90,000 may be sold by Alex Chi-
Ming Hui and approximately 70,000 may be sold by Chi-Hung (John) Hui. 

(2) Dato' Kia Hong Tay is the father of Tay Thiam Song, a director of the     
  Company, Tay Tian Liang, Tay Thiang Phong, Tay Thiem Yew, Tay Noi Hiang,
Tay Siang Kiang, and Tay Lee Kiang and the father-in-law of Jeffrey   
Young, a director of the Company. Includes 50,000 shares issuable upon
exercise of stock options exercisable within 60 days of September 30, 
   1997. Also includes 625,000 shares owned by Chye Seng Tannery (Pte) Ltd.,
 which company is controlled by Dato' Kia Hong Tay, who may therefore be
deemed to beneficially own such shares. Dato' Kia Hong Tay disclaims  
   beneficial ownership of such shares except to the extent of his pecuniary
interest therein. See footnote 12.                                    

(3) Tay Thiam Song is a brother-in-law of Mr. Young. Includes 13,126 shares   
issuable upon exercise of stock options exercisable within 60 days of 
September 30, 1997. Also includes 625,000 shares owned by Chye Seng   
Tannery (Pte) Ltd. Mr. Tay, as Executive Director of Chye Seng Tannery
(Pte) Ltd., may be deemed to beneficially own such shares, but Mr. Tay
disclaims beneficial ownership of all such shares. See footnote 12.   

(4) Tay Tian Liang is a son of Dato' Kia Hong Tay and, accordingly, is        
related to other principal and selling shareholders. See footnote 2.  
  Includes 625,000 shares owned by Tian Liang Chye Seng Tannery (Pte) ltd.
Tay Tian Lian, as a Director of such entity, may be deemed to         
beneficially own such shares, but Tay Tian Liang disclaims beneficial 
ownership of all such shares. See footnote 12. Number of shares to be 
 beneficially owned after offering reflects the sale of 62,500 shares in
the offering by Chye Seng Tannery (Pte) Ltd.                          

(5) Tay Thiang Phong is a son of Dato' Kia Hong Tay and accordingly related   
to other principal and selling shareholders. See footnote 2. Also     
  includes 625,000 shares owned by Chye Seng Tannery (Pte) Ltd. Tay Thiang
Phong, as a Director of such entity, may be deemed to beneficially own
 such shares, but Tay Thiang Phong disclaims beneficial ownership of all
such shares. See footnote 12.                                         

(6) Tay Thiam Yew is a son of Dato' Kia Hong Tay and, accordingly, is related 
to other principal and selling shareholders. See footnote 2. Includes 
  625,000 shares owned by Chye Seng Tannery (Pte) Ltd. Tay Thiam Yew, as a
 Director of such entity, may be deemed to beneficially own such shares,
  but Tay Thiam Yew disclaims beneficial ownership of all such shares. See
footnote 12.                                                          

(7) Includes 158,333 shares issuable upon exercise of stock options           
exercisable within 60 days of September 30, 1997.                     

(8) The address of such person is 2380 Bering Drive, San Jose, California     
95131.                                                                

(9) Mr. Young is the husband of Tay Lee Kiang. Includes (i)13,126 shares      
issuable upon exercise of stock options exercisable within 60 days of 
  September 30, 1997, (ii) 625,000 shares owned by Chye Seng Tannery (Pte)
Ltd., and (iii) 37,500 shares owned by Tay Lee Kiang. Mr. Young, as   
Managing Director of Chye Seng Tannery (Pte) Ltd., may be deemed to   
beneficially own the shares held by such entity, as well as the shares
held by Tay Lee Kiang, but Mr. Young disclaims beneficial ownership of
all such shares. See footnotes 10 and 12.                             

(10) Tay Lee Kiang is a daughter of Dato' Kia Hong Tay and, accordingly, is     
related to other principal and selling shareholders. See footnote 2.  
  Includes 863,126 shares beneficially owned by her husband, Mr. Young, as
to which she disclaims beneficial ownership. See footnote 9.          

(11) Includes 106,250 shares issuable upon exercise of stock options            
exercisable within 60 days of September 30, 1997.                     

(12) Chye Seng Tannery (Pte) Ltd. is controlled by Dato' Kia Hong Tay, the      
  former Chairman of the Board of Directors of the Company and a principal
  shareholder of the Company, and certain members of his immediate family,
each of whom is also a principal shareholder of the Company. See      
footnotes 2, 3, 4, 5, 6 and 9.                                        

(13) Includes 31,979 shares issuable upon exercise of stock options             
exercisable within 60 days of September 30, 1997.                     

(14) Includes 50,000 shares held as community property with Mei Y. Yen and      
 5,312 shares issuable upon exercise of stock options exercisable within
60 days of September 30, 1997.                                        

(15) Consists of 10,313 shares issuable upon exercise of stock options          
exercisable within 60 days of September 30, 1997.                     

(16) Includes (i) 338,439 shares issuable upon exercise of stock options        
exercisable within 60 days of September 30, 1997, (ii) 625,000 shares 
   owned by Chye Seng Tannery (Pte) Ltd. (see footnote 12), and (iii) 37,500
shares owned by Tay Lee Kiang (see footnote 10).                      

(17) Tay Noi Hiang is a daughter of Dato' Kia Hong Tay and, accordingly, is     
related to other principal and selling shareholders. See footnote 2.  

(18) Tay Siang Kiang is a daughter of Dato' Kia Hong Tay and, accordingly, is   
related to other principal and selling shareholders. See footnote 2.  

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DESCRIPTION OF CAPITAL STOCK  

The Company is authorized to issue up to 30,000,000 shares of Common Stock, 
no par value per share, and 5,000,000 shares of Preferred Stock, no par value   
per share.                                                                      

The following summary of certain provisions of the Common Stock and         
Preferred Stock does not purport to be complete and is subject to, and          
qualified in its entirety by, the provisions of the Company's Articles, which   
are included as an exhibit to the Registration Statement of which this          
Prospectus is a part, and by the provisions of applicable law.                  

COMMON STOCK                                                                    

As of September 30, 1997, there were 7,023,790 shares of Common Stock       
outstanding that were held of record by approximately 126 shareholders,         
including 4,612,500 that will be issued upon the automatic conversion of the    
outstanding shares of Preferred Stock into Common Stock upon the closing of     
the offering. As of September 30, 1997, 1,486,057 shares of Common Stock were   
reserved for issuance pursuant to outstanding options. Upon completion of the   
offering, there will be 9,023,790 shares of Common Stock outstanding. The       
holders of Common Stock are entitled to one vote for each share held of record  
on all matters submitted to a vote of the shareholders of the Company. Subject  
to preferences that may be granted to any then outstanding Preferred Stock,     
holders of Common Stock are entitled to receive ratably such dividends as may   
be declared by the Board of Directors out of funds legally available therefor   
as well as any distributions to the shareholders. See "Dividend Policy." In     
the event of a liquidation, dissolution or winding up of the Company, holders   
of Common Stock are entitled to share ratably in all assets of the Company      
remaining after payment of liabilities and the liquidation preference of any    
then outstanding Preferred Stock. Holders of Common Stock have no preemptive    
or other subscription or conversion rights. There are no redemption or sinking  
fund provisions applicable to the Common Stock. All outstanding shares of       
Common Stock are, and all shares of Common Stock to be outstanding upon         
completion of the offering will be, validly issued, fully paid and              
nonassessable.                                                                  

PREFERRED STOCK                                                                 

As of the closing of this offering, no shares of Preferred Stock will be    
outstanding. Effective at such time and pursuant to the Company's Articles,     
the Board of Directors will have the authority, without further action by the   
Company's shareholders, to issue up to 5,000,000 shares of Preferred Stock in   
one or more series and to fix the rights, preferences, privileges and           
restrictions thereof, including dividend rights, conversion rights, voting      
rights, terms of redemption, liquidation preferences, sinking fund terms and    
the number of shares constituting any series or the designation of such         
series, any or all of which may be greater than the rights of the Common        
Stock. The issuance of Preferred Stock could adversely affect the voting power  
of holders of Common Stock and the likelihood that such holders will receive    
dividend payments and payments upon liquidation and could have the effect of    
delaying, deferring or preventing a change in control of the Company. The       
Company has no present plan to issue any additional shares of Preferred Stock.  

REGISTRATION RIGHTS                                                             

Pursuant to an agreement between the Company and the holders (the "Holders")
of approximately 3,915,000 shares of Common Stock after the completion of this  
offering (the "Registrable Securities"), the Holders or their transferees are   
entitled to certain rights with respect to the registration of such shares      
under the Securities Act. If the Company proposes to register any of its        
securities under the Securities Act, either for its own account or the account  
of other security holders, the Company is required to use its best efforts to   
effect such registration, and the Holders are entitled to notice of such        
registration and, subject to certain conditions and limitations, are entitled   
to include, at the Company's expense, such shares therein. In addition, at any  
time, the Holders of at least 50% of the Registrable Securities may require     
the Company, on not more than two occasions, to file a registration statement   
under the Securities Act at the Company's expense, and the Company is required  
to use its best efforts to effect such registration, subject to certain         
conditions and limitations. Further, the Holders                                

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of such Registrable Securities may require the Company to file additional       
registration statements on Form S-3 when such form becomes available to the     
Company, subject to certain conditions and limitations. The expenses incurred   
in connection with such Form S-3 registrations will be borne pro rata by the    
Holders participating in such registrations.                                    

LISTING                                                                         

Application has been made for quotation of the Company's Common Stock on The
Nasdaq National Market under the symbol "PSEM."                                 

TRANSFER AGENT AND REGISTRAR                                                    

The transfer agent and registrar for the Company's Common Stock is Boston   
EquiServe LP. Its address is 150 Royall Street, Canton, Massachusetts 02021,    
and its telephone number is (617) 774-5573.                                     

SHARES ELIGIBLE FOR FUTURE SALE 

Sales of a substantial number of shares of Common Stock after this offering 
could adversely affect the market price of the Common Stock and could impair    
the Company's ability to raise capital through the sale of equity securities.   
Upon completion of this offering, the Company will have approximately           
9,023,790 shares of Common Stock outstanding, based on the number of shares of  
Common Stock outstanding as of September 30, 1997. Of these shares, the         
2,500,000 shares offered hereby will be freely tradeable without restriction    
under the Securities Act, unless they are held by "affiliates" of the Company   
as that term is used in Rule 144 under the Securities Act.                      

The remaining 6,523,790 outstanding shares are "restricted securities"      
within the meaning of Rule 144. None of these shares will be eligible for sale  
in the public market as of the Effective Date. Upon the expiration of           
agreements not to sell shares entered into with SoundView Financial Group,      
Inc. and/or the Company, 180 days after the Effective Date, approximately       
6,523,790 shares will become eligible for sale subject to the provisions of     
Rule 144 or Rule 701 and approximately 826,891 additional shares subject to     
vested options will be eligible for sale subject to compliance with Rule 144    
and Rule 701. Any shares subject to lock-up agreements may be released by       
SoundView Financial Group, Inc. prior to the expiration of the lock-up period   
at any time without notice. See "Underwriting."                                 

As soon as practicable after the Effective Date, the Company intends to file
one or more registration statements on Form S-8 under the Securities Act to     
register up to approximately 3,267,518 shares of Common Stock reserved for      
issuance under the Company's 1990 Plan, 1995 Plan and Stock Purchase Plan,      
thus permitting the resale of such shares by non-affiliates in the public       
market without restriction under the Securities Act unless subject to lock-up   
agreements. Such registration statement(s) will become effective immediately    
upon filing. See "Management -- Stock Plans."                                   

Prior to this offering, there has been no public market for the Common Stock
of the Company, and any sale of substantial amounts in the open market may      
adversely affect the market price of the Common Stock offered hereby. See       
"Risk Factors -- Potential Effect of Shares Eligible for Future Sale on Market  
Price of the Common Stock."                                                     

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UNDERWRITING  

Upon the terms and subject to the conditions set forth in an underwriting   
agreement (the "Underwriting Agreement"), the Underwriters named below, for     
whom SoundView Financial Group, Inc. and Unterberg Harris are acting as         
representatives (the "Representatives"), have severally agreed to purchase      
from the Company and the Selling Shareholders an aggregate of 2,500,000 shares  
of Common Stock. The number of shares of Common Stock that each underwriter     
has agreed to purchase is set forth opposite its name below:                    

                                                                [Download Table]

                                                                    NUMBER OF
UNDERWRITER                                                          SHARES  
-----------                                                         ---------
                                                                             
SoundView Financial Group, Inc.....................................          
Unterberg Harris...................................................          
                                                                    ---------
  Total............................................................ 2,500,000
                                                                    =========

The Underwriting Agreement provides that the obligations of the several     
Underwriters to purchase shares of Common Stock are subject to the approval of  
certain legal matters by counsel and to certain other conditions. If any of     
the shares of Common Stock are purchased by the Underwriters pursuant to the    
Underwriting Agreement, all such shares of Common Stock (other than the shares  
of Common Stock covered by the over-allotment option described below) must be   
so purchased.                                                                   

The Company and the Selling Shareholders have agreed to indemnify the       
Underwriters against certain liabilities, including liabilities under the       
Securities Act, and to contribute to payments that the Underwriters may be      
required to make in respect thereof.                                            

The Underwriters propose to offer the shares of Common Stock directly to the
public at the initial public offering price set forth on the cover page of      
this Prospectus and to certain dealers (who may include the Underwriters) at    
such price less a concession not to exceed $       per share. The Underwriters  
may allow, and such dealers may reallow, a concession not to exceed $      per  
share to any other Underwriter and certain other dealers. After the initial     
public offering of the shares offered hereby, the offering price and other      
selling terms may be changed by the Representatives. The Representatives have   
advised the Company that the Underwriters do not intend to confirm any shares   
to any accounts over which they exercise discretionary control.                 

The Company and the Selling Shareholders have granted to the Underwriters an
option, exercisable for 30 days from the date of this Prospectus, to purchase   
up to an aggregate of 375,000 additional shares of Common Stock at the initial  
public offering price less underwriting discounts and commissions. Such option  
may be exercised solely for the purpose of converting overallotments, if any,   
in connection with the offering of the shares offered hereby. To the extent     
that the Underwriters exercise such option, each of the Underwriters will be    
committed, subject to certain conditions, to purchase a number of additional    
shares proportionate to such Underwriter's initial commitment as indicated in   
the preceding table.                                                            

The offering of the shares offered hereby is made for delivery when, as and 
if accepted by the Underwriters and subject to prior sale and to withdrawal,    
cancellation or modification of the offering without notice. The Underwriters   
reserve the right to reject an order for the purchase of shares in whole or in  
part.                                                                           

The Company, all directors and executive officers of the Company, and       
certain shareholders and optionholders of the Company have agreed that,         
without the prior written consent of SoundView Financial Group, Inc., they      
will not, with certain limited exceptions, directly or indirectly, offer,       
sell, contract to sell, grant                                                   

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any option to purchase or otherwise dispose of any shares of Common Stock or    
any securities convertible into or exercisable or exchangeable for Common       
Stock or, in any manner, transfer all or a portion of the economic              
consequences associated with the ownership of the Common Stock, for a period    
of 180 days after the Effective Date, other than the shares of Common Stock     
offered hereby. See "Shares Eligible for Future Sale."                          

In connection with this offering, certain Underwriters and selling group    
members and their respective affiliates may engage in transactions that         
stabilize, maintain or otherwise affect the market price of the Common Stock.   
Such transactions may include stabilization transactions effected in            
accordance with Rule 104 of Regulation M under the Securities Exchange Act of   
1934, as amended, pursuant to which such persons may bid for or purchase        
shares of Common Stock for the purpose of stabilizing the market price for      
shares of Common Stock. The Underwriters also may create a short position for   
the account of the Underwriters by selling more shares of Common Stock in       
connection with this offering than they are committed to purchase from the      
Company and the Selling Shareholders, and in such case may purchase shares of   
Common Stock in the open market following the completion of this offering to    
cover all or a portion of the shares of Common Stock or by exercising the       
Underwriters' over-allotment option referred to above. In addition, SoundView   
Financial Group, Inc., on behalf of the Underwriters, may impose "penalty       
bids" under contractual arrangements with the other Underwriters whereby it     
may reclaim for an Underwriter (or a dealer participating in this offering)     
for the account of the other Underwriters, the selling concession with respect  
to shares of Common Stock that are distributed in this offering but             
subsequently purchased for the account of the Underwriters in the open market.  
Any of the transactions described in this paragraph may result in the           
maintenance of the price of the Common Stock at a level above that which might  
otherwise prevail in the open market. None of the transactions described in     
this paragraph are required, and, if they are undertaken, may be discontinued   
at any time.                                                                    

Prior to this offering, there has been no public market for the Common      
Stock. The initial public offering price for the Common Stock offered hereby    
will be determined by negotiation among the Company, the Selling Shareholders   
and the Representatives. Among the factors to be considered in determining the  
initial public offering price are prevailing market conditions, revenues and    
earnings of the Company, market valuations of other companies engaged in        
activities similar to the Company, estimates of the business potential and      
prospects of the Company, the present state of the Company's business           
operations, the history of and prospects for the Company's business and the     
industry in which it competes, the Company's management and other factors       
deemed relevant. The estimated initial public offering price range set forth    
on the cover of this preliminary prospectus is subject to change as a result    
of market conditions and other factors.                                         

LEGAL MATTERS 

The validity of the Common Stock offered hereby will be passed upon for the 
Company and the Selling Shareholders by Morrison & Foerster LLP, Palo Alto,     
California. Certain legal matters in connection with this offering will be      
passed upon for the Underwriters by Gray Cary Ware & Freidenrich, A             
Professional Corporation, Palo Alto, California.                                

EXPERTS 

The financial statements as of June 30, 1996 and 1997 and for each of the   
three years in the period ended June 30, 1997 included in this Prospectus and   
the related financial statement schedule included elsewhere in the              
registration statement have been audited by Deloitte & Touche LLP, independent  
auditors, as stated in their reports appearing herein and elsewhere in the      
registration statement, and have been so included in reliance upon the reports  
of such firm given upon their authority as experts in accounting and auditing.  

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ADDITIONAL INFORMATION  

The Company has filed with Securities and Exchange Commission (the          
"Commission") in Washington, D.C. a registration statement (together with all   
amendments, the "Registration Statement") on Form S-1 under the Securities Act  
with respect to the Common Stock offered hereby. This Prospectus, filed as      
part of the Registration Statement, does not contain all of the information     
set forth in the Registration Statement and the exhibits and schedules          
thereto, certain portions of which have been omitted as permitted by the rules  
and regulations of the Commission. For further information with respect to the  
Company and the Common Stock, reference is made to the Registration Statement   
and to such exhibits and schedules thereto. Statements contained in this        
Prospectus as to the contents of any contract, agreement or other document are  
not necessarily complete and, in each instance, reference is made to the copy   
of such contract, agreement or document filed as an exhibit to the              
Registration Statement, each such statement being qualified in all respects by  
such reference. The Registration Statement and the exhibits and schedules       
thereto may be inspected by anyone without charge at the public reference       
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,  
D.C. 20549 and at the regional offices of the Commission located at 7 World     
Trade Center, Suite 1300, New York, New York 10048 and 500 West Madison         
Street, Suite 1400, Chicago, Illinois 60661. Copies of all or any part of such  
materials may be obtained from the Commission upon the payment of certain fees  
prescribed by the Commission. Such reports and other information may also be    
inspected without charge at the Commission's web site. The address of such      
site is http://www.sec.gov.                                                     

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PERICOM SEMICONDUCTOR CORPORATION 

INDEX TO FINANCIAL STATEMENTS 

                                                                [Download Table]

                                                                           PAGE
                                                                           ----
                                                                               
Financial Statements:                                                          
 Independent Auditors' Report............................................. F-2 
 Balance Sheets as of June 30, 1996 and 1997 and September 30, 1997            
  (unaudited)............................................................. F-3 
 Statements of Income for the Fiscal Years Ended June 30, 1995, 1996 and       
  1997 and the three months ended September 30, 1996 and 1997 (unaudited). F-4 
 Statements of Shareholders' Equity for the Fiscal Years Ended June 30,        
  1995, 1996 and 1997 and the three months ended September 30, 1996 and        
  1997 (unaudited)........................................................ F-5 
 Statements of Cash Flows for the Fiscal Years Ended June 30, 1995, 1996       
  and 1997 and the three months ended September 30, 1996 and 1997              
  (unaudited)............................................................. F-6 
 Notes to Financial Statements............................................ F-7 

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INDEPENDENT AUDITORS' REPORT  

To the Board of Directors and Shareholders of                                   
Pericom Semiconductor Corporation:                                            

We have audited the accompanying balance sheets of Pericom Semiconductor    
Corporation as of June 30, 1996 and 1997, and the related statements of         
income, shareholders' equity, and cash flows for each of the three years in     
the period ended June 30, 1997. These financial statements are the              
responsibility of the Company's management. Our responsibility is to express    
an opinion on these financial statements based on our audits.                   

We conducted our audits in accordance with generally accepted auditing      
standards. Those standards require that we plan and perform the audit to        
obtain reasonable assurance about whether the financial statements are free of  
material misstatement. An audit includes examining, on a test basis, evidence   
supporting the amounts and disclosures in the financial statements. An audit    
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statement presentation. We believe that our audits provide a reasonable basis   
for our opinion.                                                                

In our opinion, such financial statements present fairly, in all material   
respects, the financial position of Pericom Semiconductor Corporation at June   
30, 1996 and 1997, and the results of its operations and its cash flows for     
each of the three years in the period ended June 30, 1997, in conformity with   
generally accepted accounting principles.                                       

/s/ Deloitte & Touche LLP                                                       

San Jose, California                                                            
July 31, 1997                                                                   
(October 23, 1997 as to the third and fourth sentences of Note 1)               

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PERICOM SEMICONDUCTOR CORPORATION 

BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA) 

                                                                [Download Table]

                                             AS OF JUNE 30,                    
                                             ---------------       AS OF       
                                              1996    1997   SEPTEMBER 30, 1997
                                             ------- ------- ------------------
                                                                (UNAUDITED)    
                                                                               
                   ASSETS                                                      
Current assets:                                                                
 Cash and equivalents....................... $ 8,556 $ 9,566      $ 9,544      
 Accounts receivable:                                                          
  Trade (net of allowances of $1,605, $1,198                                   
   and $1,543)..............................   1,849   3,247        3,009      
  Related party.............................      74      99           74      
 Inventories................................   5,469   6,182        6,445      
 Prepaid expenses and other current assets..      82     149          146      
 Income taxes refundable....................     295      --           --      
 Deferred income taxes......................     413     339          339      
                                             ------- -------      -------      
    Total current assets....................  16,738  19,582       19,557      
Property and equipment -- net...............   2,394   3,422        3,889      
Investments.................................     625     545          515      
Other assets................................      63      32          125      
                                             ------- -------      -------      
    Total................................... $19,820 $23,581      $24,086      
                                             ======= =======      =======      
    LIABILITIES AND SHAREHOLDERS' EQUITY                                       
Current liabilities:                                                           
 Accounts payable........................... $ 3,283 $ 4,984      $ 4,092      
 Accrued liabilities........................   1,310   1,203        1,364      
 Income taxes payable.......................      --     411          566      
                                             ------- -------      -------      
    Total current liabilities...............   4,593   6,598        6,022      
Commitments and contingencies (Notes 8 and                                     
9)                                                                             
Deferred income taxes.......................     132     188          188      
Shareholders' equity:                                                          
 Preferred stock, no par value; 14,225,000                                     
  shares authorized (aggregate liquidation                                     
  preference of outstanding series A, B and                                    
  C of $7,750,000):                                                            
  Series A, 5,200,000 shares designated and                                    
   outstanding..............................   2,588   2,588        2,588      
  Series B, 2,150,000 shares designated and                                    
   outstanding..............................   2,137   2,137        2,137      
  Series C, 1,875,000 shares designated and                                    
   outstanding..............................   2,992   2,992        2,992      
 Common stock, no par value, 30,000,000                                        
  shares authorized;                                                           
  shares issued and outstanding: 1996,                                         
   2,165,251; 1997, 2,345,951; September 30,                                   
   1997, 2,411,290..........................      79     201          259      
 Retained earnings..........................   7,299   8,877        9,900      
                                             ------- -------      -------      
    Total shareholders' equity..............  15,095  16,795       17,876      
                                             ------- -------      -------      
    Total................................... $19,820 $23,581      $24,086      
                                             ======= =======      =======      

See notes to financial statements.

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PERICOM SEMICONDUCTOR CORPORATION 

STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA) 

                                                                [Download Table]

                                                                 THREE MONTHS  
                                                                    ENDED      
                                  FISCAL YEAR ENDED JUNE 30,    SEPTEMBER 30,  
                                  ----------------------------  -------------- 
                                    1995      1996      1997     1996   1997   
                                  --------  --------  --------  ------ ------- 
                                                                 (UNAUDITED)   
                                                                               
Net revenues..................... $ 22,732  $ 41,174  $ 33,166  $6,601 $11,398 
Cost of revenues.................   12,873    22,797    20,986   3,996   6,839 
                                  --------  --------  --------  ------ ------- 
 Gross profit....................    9,859    18,377    12,180   2,605   4,559 
                                  --------  --------  --------  ------ ------- 
Operating expenses:                                                            
 Research and development........    2,942     4,414     4,187     986   1,169 
 Selling, general and                                                          
  administrative.................    4,038     6,471     5,989   1,448   1,956 
                                  --------  --------  --------  ------ ------- 
  Total..........................    6,980    10,885    10,176   2,434   3,125 
                                  --------  --------  --------  ------ ------- 
Income from operations...........    2,879     7,492     2,004     171   1,434 
Equity in net loss of joint                                                    
venture..........................      (55)      (70)      (80)     --     (30)
Interest income..................      203       402       431     105     123 
Interest expense.................       (4)       --        --      --      -- 
Other expense....................       --      (382)       --      --      -- 
                                  --------  --------  --------  ------ ------- 
Income before income taxes.......    3,023     7,442     2,355     276   1,527 
Provision for income taxes.......      982     2,732       777      91     504 
                                  --------  --------  --------  ------ ------- 
Net income....................... $  2,041  $  4,710  $  1,578  $  185 $ 1,023 
                                  ========  ========  ========  ====== ======= 
Net income per common and                                                      
equivalent share................. $   0.26  $   0.57  $   0.20  $ 0.02 $  0.12 
                                  ========  ========  ========  ====== ======= 
Shares used in computing per                                                   
share data.......................    7,975     8,269     8,092   8,224   8,210 
                                  ========  ========  ========  ====== ======= 

See notes to financial statements.

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PERICOM SEMICONDUCTOR CORPORATION 

STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)

                                                                [Download Table]

                               PREFERRED                                       
                                 STOCK     COMMON STOCK               TOTAL    
                             ------------- ------------- RETAINED SHAREHOLDERS'
                             SHARES AMOUNT SHARES AMOUNT EARNINGS    EQUITY    
                             ------ ------ ------ ------ -------- -------------
                                                                               
Balances, July 1, 1994...... 9,225  $7,717 2,061   $ 29   $  548     $ 8,294   
Exercise of employee stock                                                     
options.....................    --      --    58     17       --          17   
Net income..................    --      --    --     --    2,041       2,041   
                             -----  ------ -----   ----   ------     -------   
Balances, June 30, 1995..... 9,225   7,717 2,119     46    2,589      10,352   
Exercise of employee stock                                                     
options.....................    --      --    46     33       --          33   
Net income..................    --      --    --     --    4,710       4,710   
                             -----  ------ -----   ----   ------     -------   
Balances, June 30, 1996..... 9,225   7,717 2,165     79    7,299      15,095   
Exercise of employee stock                                                     
options.....................    --      --   181    122       --         122   
Net income..................    --      --    --     --    1,578       1,578   
                             -----  ------ -----   ----   ------     -------   
Balances, June 30, 1997..... 9,225   7,717 2,346    201    8,877      16,795   
                             -----  ------ -----   ----   ------     -------   
Exercise of employee stock                                                     
options*....................    --      --    65     58       --          58   
Net income*.................    --      --    --     --    1,023       1,023   
                             -----  ------ -----   ----   ------     -------   
Balances, September 30,                                                        
1997*....................... 9,225  $7,717 2,411   $259   $9,900     $17,876   
                             =====  ====== =====   ====   ======     =======   

--------                                                                        
*Unaudited                                                                      

See notes to financial statements.

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PERICOM SEMICONDUCTOR CORPORATION 

STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

                                                                [Download Table]

                                                               THREE MONTHS   
                                                                   ENDED      
                                 FISCAL YEAR ENDED JUNE 30,    SEPTEMBER 30,  
                                 ----------------------------  -------------- 
                                   1995      1996      1997     1996    1997  
                                 --------  --------  --------  ------  ------ 
                                                                (UNAUDITED)   
                                                                              
Cash flows from operating                                                     
activities:                                                                   
Net income...................... $  2,041  $  4,710  $  1,578  $  185  $1,023 
Adjustments to reconcile net                                                  
 income to net cash provided by                                               
 (used in) operating activities:                                              
 Depreciation and amortization..      448       698       966     214     277 
 Equity in net loss of joint                                                  
  venture.......................       55        70        80      --      30 
 Deferred income taxes..........       30       (97)      130      --      -- 
 Changes in assets and                                                        
  liabilities:                                                                
  Accounts receivable...........   (2,541)    1,287    (1,423)    254     263 
  Inventories...................     (815)   (2,050)     (713)    599    (263)
  Prepaid expenses and other                                                  
   current assets...............      (30)       18       (67)     --       3 
  Accounts payable..............    1,862       533     1,701  (1,020)   (892)
  Accrued liabilities...........      418       306      (107)   (353)    162 
  Income taxes payable                                                        
   (refundable).................      143      (600)      706      91     155 
                                 --------  --------  --------  ------  ------ 
    Net cash provided by (used                                                
     in) operating activities...    1,611     4,875     2,851     (30)    758 
                                 --------  --------  --------  ------  ------ 
Cash flows from investing                                                     
activities:                                                                   
 Additions to property and                                                    
  equipment.....................   (1,260)   (1,384)   (2,001)   (364)   (745)
 (Increase) decrease in other                                                 
  assets........................       (7)      (43)       31       1     (93)
 Proceeds from sale of property                                               
  and equipment.................       --        --         7      --      -- 
                                 --------  --------  --------  ------  ------ 
    Net cash used for investing                                               
     activities.................   (1,267)   (1,427)   (1,963)   (363)   (838)
                                 --------  --------  --------  ------  ------ 
Cash flows from financing                                                     
activities:                                                                   
 Sale of common stock...........       17        33       122      10      58 
 Note payable repayments........     (123)       --        --      --      -- 
                                 --------  --------  --------  ------  ------ 
    Net cash provided by (used                                                
     for) financing activities..     (106)       33       122      10      58 
                                 --------  --------  --------  ------  ------ 
Net increase (decrease) in cash                                               
 and equivalents                      238     3,481     1,010    (383)    (22)
Cash and equivalents:                                                         
 Beginning of period............    4,837     5,075     8,556   8,556   9,566 
                                 --------  --------  --------  ------  ------ 
 End of period.................. $  5,075  $  8,556  $  9,566  $8,173  $9,544 
                                 ========  ========  ========  ======  ====== 
Supplemental disclosure of cash                                               
flow information:                                                             
 Cash paid during the period                                                  
  for:                                                                        
  Interest...................... $      4  $     --  $     --  $   --  $   -- 
                                 ========  ========  ========  ======  ====== 
  Income taxes.................. $    809  $  3,429  $     50  $   --  $  350 
                                 ========  ========  ========  ======  ====== 

See notes to financial statements.

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PERICOM SEMICONDUCTOR CORPORATION 

NOTES TO FINANCIAL STATEMENTS 

FISCAL YEARS ENDED JUNE 30, 1995, 1996 AND 1997 
(INFORMATION AS OF SEPTEMBER 30, 1997 AND 
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997 IS UNAUDITED)  

1. BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES                                 

Pericom Semiconductor Corporation (the "Company") was incorporated in June  
1990. The Company designs, manufactures and markets high performance digital,   
analog and mixed-signal integrated circuits for the personal computer,          
servers, peripherals and networking markets. In September 1997 and October      
1997, the Company's Board of Directors and shareholders, respectively,          
approved a one-for-two reverse split of the common stock effected in October    
1997. All common stock data in the accompanying financial statements have been  
retroactively adjusted to reflect the reverse split.                            

FINANCIAL STATEMENT ESTIMATES -- The preparation of financial statements in 
conformity with generally accepted accounting principles requires management    
to make estimates and assumptions that affect the reported amounts of assets,   
liabilities, revenues and expenses during the reporting period. Such estimates  
include the level of the allowance for potentially uncollectible receivables,   
estimated costs for sales returns, price protection, stock rotation and other   
allowances, inventory reserves for obsolete, slow moving or nonsalable          
inventory and accrued liabilities. Actual results could differ from those       
estimates.                                                                      

CASH EQUIVALENTS -- The Company considers all highly liquid debt instruments
purchased with a remaining maturity of three months or less to be cash          
equivalents. The recorded carrying amounts of the Company's cash and cash       
equivalents approximate their fair market value.                                

INVENTORIES are stated at the lower of cost (first-in, first-out) or market.

PROPERTY AND EQUIPMENT are stated at cost. Depreciation and amortization are
computed using the straight-line method over estimated useful lives of three    
to five years.                                                                  

INVESTMENT IN JOINT VENTURE is accounted for using the equity method (see   
Note 4).                                                                        

LONG-LIVED ASSETS -- On July 1, 1996, the Company adopted Statement of      
Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment   
of Long-Lived Assets and for Long-Lived Assets to be Disposed Of." SFAS 121     
requires long-lived assets to be evaluated for impairment whenever events or    
changes in circumstances indicate that the carrying amount of an asset may not  
be recoverable. The Company's policy is to review the recoverability of all     
intangible assets based upon undiscounted cash flows on an annual basis at a    
minimum, and in addition, whenever events or changes indicate that the          
carrying amount of an asset may not be recoverable. Adoption of SFAS No. 121    
did not have a material effect on the Company's financial statements.           

INCOME TAXES -- The Company accounts for income taxes under SFAS No. 109,   
"Accounting for Income Taxes," which requires an asset and liability approach   
to recording deferred taxes.                                                    

STOCK-BASED COMPENSATION -- The Company accounts for stock-based awards to  
employees using the intrinsic value method in accordance with Accounting        
Principles Board Opinion No. 25, "Accounting for Stock-Based Compensation."     

REVENUE RECOGNITION -- Revenue from product sales is recognized upon        
shipment. Estimated costs for sales returns, price protection, stock rotation   
and other allowances are accrued in the period that sales are recognized.       
Domestic distributors are permitted a return allowance of 10% of their net      
purchases every six months. Revenue from design services, included in net       
revenues, is recognized on the completion of project milestones set forth in    
the related agreements.                                                         

FISCAL PERIOD -- The Company's fiscal years in the accompanying financial   
statements have been shown as ending on June 30. Fiscal years 1995, 1996 and    
1997 ended on July 1, 1995, June 29, 1996 and June 28, 1997, respectively, and  
each includes 52 weeks.                                                         

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PERICOM SEMICONDUCTOR CORPORATION 

NOTES TO FINANCIAL STATEMENTS 

FISCAL YEARS ENDED JUNE 30, 1995, 1996 AND 1997 
(INFORMATION AS OF SEPTEMBER 30, 1997 AND 
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997 IS UNAUDITED)  

CONCENTRATION OF CREDIT RISK AND CERTAIN SIGNIFICANT RISKS AND              
UNCERTAINTIES -- The Company sells its products primarily to large              
organizations and generally does not require its customers to provide           
collateral or other security to support accounts receivable. The Company        
maintains allowances for estimated bad debt losses.                             

The Company participates in a dynamic high technology industry and believes 
that changes in any of the following areas could have a material adverse        
effect on the Company's future financial position or results of operations:     
advances and trends in new technologies; competitive pressures in the form of   
new products or price reductions on current products; changes in product mix;   
changes in the overall demand for products and services offered by the          
Company; changes in customer relationships; litigation or claims against the    
Company based on intellectual property, patent, product, regulatory or other    
factors; risks associated with changes in domestic and international economic   
and/or political conditions or regulations; availability of necessary           
components; and the Company's ability to attract and retain employees           
necessary to support its growth.                                                

RECENTLY ISSUED ACCOUNTING STANDARDS -- In June 1997, the Financial         
Accounting Standards Board (FASB) issued SFAS No. 130, "Reporting               
Comprehensive Income," which requires an enterprise to report, by major         
components and as a single total, the change in net assets during the period    
from nonowner sources; and SFAS No. 131, "Disclosures about Segments of an      
Enterprise and Related Information," which establishes annual and interim       
reporting standards for an enterprise's business segments and related           
disclosures about its products, services, geographic areas and major            
customers. Adoption of these statements will not impact the Company's           
financial position, results of operations or cash flows. Both statements are    
effective for fiscal years beginning after December 15, 1997, with earlier      
application permitted.                                                          

NET INCOME PER SHARE -- Net income per common and equivalent share is based 
upon the weighted average number of common and dilutive common equivalent       
shares (preferred stock, common stock options and warrants) outstanding.        
Pursuant to rules of the Securities and Exchange Commission, all common shares  
issued and options, warrants and other rights to acquire shares of Common       
Stock at a price less than the initial public offering price granted by the     
Company during the period subsequent to November 6, 1996 (using the treasury    
stock method until shares are issued and an estimated initial public offering   
price) have been included in the computation of common and common equivalent    
shares outstanding for all periods presented.                                   

In February 1997, the FASB issued SFAS No. 128, "Earnings per Share." The   
Company is required to adopt SFAS 128 in the second quarter of fiscal 1998 and  
will restate at that time earnings per share (EPS) data for prior periods to    
conform with SFAS 128. Earlier application is not permitted.                    

SFAS 128 replaces current EPS reporting requirements and requires a dual    
presentation of basic and diluted EPS. Basic EPS excludes dilution and is       
computed by dividing net income attributable to common stockholders by the      
weighted average of common shares outstanding for the period. Diluted EPS       
reflects the potential dilution that could occur if securities or other         
contracts to issue common stock were exercised or converted into common stock.  
However, the SEC rules regarding share issuances and option and other rights    
granted to acquire shares prior to an initial public offering, as stated        
above, are still applicable and such amounts are included in both basic and     
diluted EPS.                                                                    

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PERICOM SEMICONDUCTOR CORPORATION 

NOTES TO FINANCIAL STATEMENTS 

FISCAL YEARS ENDED JUNE 30, 1995, 1996 AND 1997 
(INFORMATION AS OF SEPTEMBER 30, 1997 AND 
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997 IS UNAUDITED)  

Pro forma amounts for basic and diluted EPS assuming SFAS 128 had been in   
effect for the periods presented are as follows:                                

                                                                [Download Table]

                                   FISCAL YEAR ENDED     THREE MONTHS     
                                       JUNE 30,      ENDED  SEPTEMBER 30, 
                                   ----------------- -------------------- 
                                   1995  1996  1997     1996       1997   
                                   ----- ----- ----- ---------- ----------
                                                                          
Basic EPS......................... $0.71 $1.61 $0.54 $     0.06 $     0.33
Diluted EPS....................... $0.26 $0.57 $0.20 $     0.02 $     0.12

UNAUDITED INTERIM FINANCIAL INFORMATION -- The unaudited interim financial  
information as of September 30, 1997 and for the three months ended September   
30, 1996 and 1997 has been prepared on the same basis as the audited financial  
statements. In the opinion of management, such unaudited information includes   
all adjustments (consisting only of normal recurring accruals) necessary for a  
fair presentation of this interim information. Operating results for the three  
months ended September 30, 1997 are not necessarily indicative of the results   
that may be expected for the year ending June 30, 1998.                         

2. INVENTORIES                                                                  

Inventories consist of (in thousands):                                      

                                                                [Download Table]

                                                AS OF JUNE 30,      AS OF    
                                                --------------- SEPTEMBER 30,
                                                 1996    1997       1997     
                                                ------- ------- -------------
                                                                             
Finished goods................................. $ 1,151 $ 1,327    $1,452    
Work-in-process................................   2,455   3,659     3,954    
Raw materials..................................   1,863   1,196     1,039    
                                                ------- -------    ------    
                                                $ 5,469 $ 6,182    $6,445    
                                                ======= =======    ======    

3. PROPERTY AND EQUIPMENT                                                       

Property and equipment consist of (in thousands):                           

                                                                [Download Table]

                                              AS OF JUNE 30,        AS OF    
                                              ----------------  SEPTEMBER 30,
                                               1996     1997        1997     
                                              -------  -------  -------------
                                                                             
Machinery and equipment...................... $ 1,809  $ 3,195     $3,411    
Computer equipment and software..............   1,545    1,844      1,878    
Furniture and fixtures.......................     312      322        322    
Leasehold improvements.......................      71       80         92    
Construction-in-progress.....................     260      544      1,026    
                                              -------  -------     ------    
Total........................................   3,997    5,985      6,729    
Accumulated depreciation and amortization....  (1,603)  (2,563)    (2,840)   
                                              -------  -------     ------    
Property and equipment -- net................ $ 2,394  $ 3,422     $3,889    
                                              =======  =======     ======    

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PERICOM SEMICONDUCTOR CORPORATION 

NOTES TO FINANCIAL STATEMENTS 

FISCAL YEARS ENDED JUNE 30, 1995, 1996 AND 1997 
(INFORMATION AS OF SEPTEMBER 30, 1997 AND 
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997 IS UNAUDITED)  

4. INVESTMENT IN JOINT VENTURE                                                  

In fiscal 1994, the Company purchased 1,500,000 shares of Series A          
Convertible Preferred Stock issued by Pericom Technology, Inc. ("PTI") for      
$750,000 (an 18.4% equity investment). Such preferred stock is convertible at   
the option of the Company into 1,500,000 shares of PTI common stock, does not   
bear dividends, has a liquidation preference up to the purchase price and       
votes based on the number of common shares into which it is convertible. PTI    
was incorporated in 1994 and in 1995 established a design center and sales      
office to pursue opportunities and participate in joint ventures in China. The  
investment in PTI is accounted for using the equity method due to the           
Company's significant influence over its operations. In addition, several of    
the directors of the Company are also directors of PTI, and certain             
shareholders of the Company are also shareholders of PTI. During the years      
ended June 30, 1996 and 1997, the Company sold $24,000 and $39,000,             
respectively, in services to PTI. At June 30, 1996 and 1997, $74,000 and        
$99,000, respectively, was owed to the Company by PTI for reimbursement of      
certain administrative expenses incurred by the Company on behalf of PTI.       
Condensed financial information of the joint venture at June 30, 1997 is as     
follows (in thousands):                                                         

                                                                [Download Table]
                                                                          
Total assets...................................................... $2,096 
Total liabilities.................................................     99 
Total equity......................................................  1,997 
Expenses..........................................................    502 
                                                                   ------ 
Operating loss....................................................   (490)
Interest income...................................................     65 
                                                                   ------ 
Net loss.......................................................... $ (425)
                                                                   ====== 

The Company's investment in preferred stock of PTI has a liquidation        
preference of $545,000 at June 30, 1997. This carrying value of the PTI         
investment at June 30, 1997, is greater that the 18.4% equity interest          
consistent with the Company's liquidation preference.                           

5. ACCRUED LIABILITIES                                                          

Accrued liabilities consist of (in thousands):                              

                                                                [Download Table]

                                                AS OF JUNE 30,      AS OF    
                                                --------------- SEPTEMBER 30,
                                                 1996    1997       1997     
                                                ------- ------- -------------
                                                                             
Accrued compensation........................... $   716 $   591    $  462    
External sales representative commissions......     296     310       492    
Other accrued expenses.........................     298     302       410    
                                                ------- -------    ------    
                                                 $1,310 $ 1,203    $1,364    
                                                ======= =======    ======    

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PERICOM SEMICONDUCTOR CORPORATION 

NOTES TO FINANCIAL STATEMENTS 

FISCAL YEARS ENDED JUNE 30, 1995, 1996 AND 1997 
(INFORMATION AS OF SEPTEMBER 30, 1997 AND 
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997 IS UNAUDITED)  

6. SHAREHOLDERS' EQUITY                                                         

CONVERTIBLE PREFERRED STOCK                                                   

Significant terms of the Series A, Series B and Series C Convertible        
Preferred Stock are as follows:                                                 

. Two shares of preferred stock are convertible at the option of the holder 
into one share of common stock (subject to adjustments for events of    
 dilution). Shares will be converted automatically upon the earlier of the
closing of an underwritten public offering of the Company's common stock
meeting certain criteria, such as that contemplated by this offering, or
the voluntary conversion of 70% or more of the preferred stock.         

. Each share of preferred stock has voting rights equivalent to the number  
of shares of common stock into which it is convertible.                 

. Dividends may be declared at the discretion of the Board of Directors and 
are noncumulative. Dividends of $0.04, $0.08 and $0.13 per share for    
Series A, Series B and Series C preferred stock, respectively, must be  
declared and paid before payment of any common stock dividends.         

. In the event of liquidation, dissolution, merger or winding up of the     
Company, Series A, Series B and Series C preferred shareholders are     
 entitled to receive $0.50 per share, $1.00 per share and $1.60 per share,
respectively, (subject to adjustments for events of dilution) plus all  
accrued and unpaid dividends prior to any distribution to the common    
shareholders. Any remaining assets will be shared by common shareholders
on a pro rata basis.                                                    

STOCK OPTION PLANS                                                            

Under the Company's 1990 Stock Option Plan and 1995 Stock Option Plans,     
incentive and nonqualified stock options to purchase up to 3,525,044 shares of  
common stock have been reserved at September 30, 1997 for issuance to           
employees, officers, directors, independent contractors and consultants of the  
Company.                                                                        

The options may be granted at not less than the fair value, as determined by
the Board of Directors, and not less than 85% of the fair value on grant date   
for incentive stock options and nonqualified stock options, respectively.       
Options vest over periods of up to 48 months as determined by the Board.        
Options granted under the Plans expire 10 years from grant date.                

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PERICOM SEMICONDUCTOR CORPORATION 

NOTES TO FINANCIAL STATEMENTS 

FISCAL YEARS ENDED JUNE 30, 1995, 1996 AND 1997 
(INFORMATION AS OF SEPTEMBER 30, 1997 AND 
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997 IS UNAUDITED)  

Activity in the Company's option plans is summarized below:                 

                                                                [Download Table]

                                                                 WEIGHTED   
                                                                 AVERAGE    
                                                    SHARES    EXERCISE PRICE
                                                   ---------  --------------
                                                                            
Balance July 1, 1994..............................   600,344      $0.36     
  Granted.........................................   567,251       1.12     
  Exercised.......................................   (57,851)      0.28     
  Canceled........................................  (105,702)      0.46     
                                                   ---------      -----     
Balance June 30, 1995............................. 1,004,042       0.78     
  Granted (weighted average fair value: $1.04 per                           
   share).........................................   639,881       4.42     
  Exercised.......................................   (45,917)      0.82     
  Canceled........................................  (393,037)      3.98     
                                                   ---------      -----     
Balance June 30, 1996............................. 1,204,969       1.56     
  Granted (weighted average fair value: $0.94 per                           
   share).........................................   488,825       2.48     
  Exercised.......................................  (180,700)      0.64     
  Canceled........................................  (316,479)      3.08     
                                                   ---------      -----     
Balance June 30, 1997............................. 1,196,615       1.70     
                                                   ---------      -----     
  Granted.........................................   406,575       4.84     
  Exercised.......................................   (65,339)      0.89     
  Canceled........................................   (51,794)      2.68     
                                                   ---------      -----     
Balance September 30, 1997........................ 1,486,057      $2.56     
                                                   =========      =====     

At September 30, 1997, 1,483,961 shares were available for future issuance  
under the option plans.                                                         

In fiscal 1996, the Company canceled options to purchase 277,700 shares of  
common stock with exercise prices ranging from $5.00 to $6.00 per share and     
issued replacement options with an exercise price of $3.80 per share.           

In fiscal 1997, the Company canceled options to purchase 160,700 shares of  
common stock with an exercise price of $3.80 per share and issued replacement   
options with an exercise price of $2.40 per share.                              

Additional information regarding options outstanding as of June 30, 1997 is 
as follows:                                                                     

                                                                [Download Table]

                               OPTIONS OUTSTANDING                      
                              ---------------------                     
                                                    OPTIONS EXERCISABLE 
                                WEIGHTED            --------------------
                                AVERAGE    WEIGHTED             WEIGHTED
                               REMAINING   AVERAGE              AVERAGE 
   RANGE OF         NUMBER    CONTRACTUAL  EXERCISE   NUMBER    EXERCISE
EXERCISE PRICES   OUTSTANDING LIFE (YEARS)  PRICE   EXERCISABLE  PRICE  
---------------   ----------- ------------ -------- ----------- --------
                                                                        
$0.10-0.90           273,802      5.87      $0.30     265,522    $0.30  
  $1.00              250,000      7.22       1.00     250,000     1.00  
$1.20-1.44            89,073      7.75       1.34      56,986     1.32  
  $2.40              453,636      9.37       2.40      58,930     2.40  
  $3.80              130,104      8.48       3.80      66,870     3.80  
                   ---------                          -------           
                   1,196,615                $1.70     698,308    $1.14  
                   =========                          =======           

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PERICOM SEMICONDUCTOR CORPORATION 

NOTES TO FINANCIAL STATEMENTS 

FISCAL YEARS ENDED JUNE 30, 1995, 1996 AND 1997 
(INFORMATION AS OF SEPTEMBER 30, 1997 AND 
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997 IS UNAUDITED)  

ADDITIONAL STOCK PLAN INFORMATION -- As discussed in Note 1, the Company    
continues to account for its stock-based awards using the intrinsic value       
method in accordance with Accounting Principles Board No. 25, "Accounting for   
Stock Issued to Employees," and its related interpretations. Accordingly, no    
compensation expense has been recognized in the financial statements for        
employee stock arrangements.                                                    

SFAS No. 123, "Accounting for Stock-Based Compensation," (SFAS 123),        
requires the disclosure of pro forma net income as if the Company had adopted   
the fair value method as of the beginning of fiscal 1996. Under SFAS 123, the   
fair value of stock-based awards to employees is calculated through the use of  
option pricing models, even though such models were developed to estimate the   
fair value of freely tradable, fully transferable options without vesting       
restrictions, which significantly differ from the terms of the Company's stock  
option awards. These models also require subjective assumptions, including      
expected time to exercise, which greatly affect the calculated values. The      
Company's calculations were made using the Black-Scholes option pricing model   
with the following weighted average assumptions: expected life, five years;     
risk-free interest rates, 5.9% in 1996 and 6.3% in 1997; and no dividends       
during the expected term. The Company's calculations are based on a single      
option valuation approach, and forfeitures are recognized as they occur. If     
the computed fair values of the 1996 and 1997 awards had been amortized to      
expense over the vesting period of the awards, pro forma net income would have  
been $4,637,000 ($0.56 per share) in 1996 and $1,398,000 ($0.17 per share) in   
1997. However, the impact of outstanding nonvested stock options granted prior  
to fiscal 1996 has been excluded from the pro forma calculation; accordingly,   
the 1996 and 1997 pro forma adjustments are not indicative of future period     
pro forma adjustments, when the calculation will apply to all applicable stock  
options.                                                                        

7. INCOME TAXES                                                                 

The provision for income taxes consists of (in thousands):                  

                                                                [Download Table]

                                                         FISCAL YEAR ENDED   
                                                             JUNE 30,        
                                                         ------------------- 
                                                         1995    1996   1997 
                                                         -----  ------  ---- 
                                                                             
Federal:                                                                     
 Current................................................ $ 784  $2,552  $652 
 Deferred...............................................   180    (121)  104 
                                                         -----  ------  ---- 
                                                           964   2,431   756 
State:                                                                       
 Current................................................   168     277    (5)
 Deferred...............................................  (150)     24    26 
                                                         -----  ------  ---- 
                                                            18     301    21 
                                                         -----  ------  ---- 
Provision for income taxes.............................. $ 982  $2,732  $777 
                                                         =====  ======  ==== 

F-13  

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PERICOM SEMICONDUCTOR CORPORATION 

NOTES TO FINANCIAL STATEMENTS 

FISCAL YEARS ENDED JUNE 30, 1995, 1996 AND 1997 
(INFORMATION AS OF SEPTEMBER 30, 1997 AND 
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997 IS UNAUDITED)  

A reconciliation between the Company's effective tax rate and the U.S       
statutory rate is as follows:                                                   

                                                                [Download Table]

                                                             FISCAL YEAR     
                                                            ENDED JUNE 30,   
                                                            ---------------- 
                                                            1995  1996  1997 
                                                            ----  ----  ---- 
                                                                             
Tax at federal statutory rate.............................. 35.0% 35.0% 35.0%
State income taxes, net of federal benefit.................  5.7   6.4   5.3 
Research and development tax credits....................... (6.9) (3.6) (8.7)
Other...................................................... (1.3) (1.1)  1.4 
                                                            ----  ----  ---- 
Provision for income taxes................................. 32.5% 36.7% 33.0%
                                                            ====  ====  ==== 

The Company has provided income taxes for the three months ended September  
30, 1996 and 1997 based on the expected annual income tax rate for that year.   

The components of the net deferred tax assets were as follows (in           
thousands):                                                                     

                                                                [Download Table]

                                                                   AS OF     
                                                                 JUNE 30,    
                                                                ------------ 
                                                                1996   1997  
                                                                -----  ----- 
                                                                             
Deferred tax assets:                                                         
 Accruals and reserves recognized in different periods......... $ 274  $ 398 
 Capitalized research and development costs....................    17      4 
 Other.........................................................   122     11 
                                                                -----  ----- 
                                                                  413    413 
                                                                -----  ----- 
Deferred tax liabilities:                                                    
 Tax basis depreciation........................................  (132)  (188)
 Other.........................................................    --    (74)
                                                                -----  ----- 
                                                                 (132)  (262)
                                                                -----  ----- 
 Net deferred tax assets....................................... $ 281  $ 151 
                                                                =====  ===== 

8. LEASES                                                                       

The Company leases certain facilities under operating leases through 2001,  
with an option to extend the facilities lease for an additional three years     
upon termination of the original lease term. The future minimum operating       
lease commitments at June 30, 1997 are as follows (in thousands):               

                                                                [Download Table]
                                                                          
Fiscal Year:                                                              
 1998.............................................................. $  266
 1999..............................................................    275
 2000..............................................................    281
 2001..............................................................    235
                                                                    ------
                                                                    $1,057
                                                                    ======

Rent expense for operating leases for the years ended June 30, 1995, 1996   
and 1997 was $211,000, $281,000 and $366,000, respectively.                     

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PERICOM SEMICONDUCTOR CORPORATION 

NOTES TO FINANCIAL STATEMENTS 

FISCAL YEARS ENDED JUNE 30, 1995, 1996 AND 1997 
(INFORMATION AS OF SEPTEMBER 30, 1997 AND 
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997 IS UNAUDITED)  

9. CONTINGENCIES                                                                

The semiconductor industry is characterized by frequent claims and related  
litigation regarding patent and other intellectual property rights. The         
Company is party to one claim of this nature. Although the ultimate outcome of  
this matter is not presently determinable, management believes that the         
resolution of this matter will not have a material adverse effect on the        
Company's financial position or results of operations.                          

10. MAJOR CUSTOMERS AND FOREIGN SALES                                           

In fiscal 1995, two customers accounted for 12% and 11% of net product      
sales, respectively, and one customer represented 21% of trade accounts         
receivable at June 30, 1995. In fiscal 1996, two customers accounted for 20%    
and 16% of net revenues, respectively, and three customers represented 14%,     
11%, and 10% of trade accounts receivable at June 30, 1996. In fiscal 1997,     
two customers accounted for 17% and 14% of net revenues, respectively, and two  
customers represented 12% and 11% of trade accounts receivable, respectively,   
at June 30, 1997. For the three months ended September 30, 1997, no customer    
accounted for greater than 10% of net revenues, and one customer represented    
10% of trade accounts receivable at September 30, 1997.                         

Total export sales represented approximately 35%, 30%, 37% and 42% of net 
revenues in fiscal years 1995, 1996 and 1997 and the three months ended         
September 30, 1997, respectively. Export sales to Asia were approximately 27%,  
22%, 26% and 34% of net revenues in fiscal years 1995, 1996 and 1997 and the    
three months ended September 30, 1997, respectively. Export sales to Europe     
were approximately 11% in fiscal 1997 and were less than 10% in fiscal years    
1995 and 1996 and the three months ended September 30, 1997.                    

11. EMPLOYEE BENEFIT PLAN                                                       

The Company has a 401(k) tax-deferred savings plan under which eligible     
employees may elect to have a portion of their salary deferred and contributed  
to the plan. Employer matching contributions are determined by the Board of     
Directors and are discretionary. There were no employer matching contributions  
in fiscal 1995, 1996 or 1997.                                                   

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[Photo of an IC die]    

  Set forth on the left hand side of the inside back cover page is a
photo of an IC die, four areas of which are labeled as "ANALOG CELLS," "CORE    
CELLS," "STANDARD CELLS," and "SEA OF GATES." The text under such photo reads:  
"Pericom's products are designed with a modular methodology using a             
combination of sea-of-gates arrays, standard cells, core cells and proprietary  
analog cells. This methodology provides for the rapid design of interface       
integrated circuits optimized for performance, density, low power and           
manufacturability. The company's four-port FastEthernet PHY transceiver         
product is designed with this innovative technology".                           

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================================================================================

NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY    
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN  
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE,      
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AU-  
THORIZED BY THE COMPANY OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT    
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER TO BUY, COMMON      
STOCK IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN  
OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PRO-   
SPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY  
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME     
SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS   
OF THE COMPANY SINCE THE DATE HEREOF.                                           

------------  

TABLE OF CONTENTS 

                                                                [Download Table]

                                                                            PAGE
                                                                            ----
                                                                                
Prospectus Summary........................................................    3 
Risk Factors..............................................................    5 
The Company...............................................................   14 
Use of Proceeds...........................................................   14 
Dividend Policy...........................................................   14 
Capitalization............................................................   15 
Dilution..................................................................   16 
Selected Financial Data...................................................   17 
Management's Discussion and Analysis of Financial Condition and Results of      
 Operations...............................................................   18 
Business..................................................................   25 
Management................................................................   45 
Certain Transactions......................................................   51 
Principal and Selling Shareholders........................................   52 
Description of Capital Stock..............................................   54 
Shares Eligible for Future Sale...........................................   55 
Underwriting..............................................................   56 
Legal Matters.............................................................   57 
Experts...................................................................   57 
Additional Information....................................................   58 
Index to Financial Statements.............................................  F-1 

------------  

UNTIL          , 1997 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEAL-  
ERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING    
IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS DELIVERY    
REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPEC-   
TUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR  
SUBSCRIPTIONS.                                                                  

================================================================================

================================================================================

2,500,000 Shares  

[PERICOM LOGO APPEARS HERE] 

Common Stock  

----------------  

PROSPECTUS  

----------------  

SoundView Financial Group, Inc. 
Unterberg Harris  

    , 1997

================================================================================

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PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS  

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                            

The expenses to be paid by the Registrant in connection with the            
distribution of the securities being registered, other than underwriting        
discounts and commissions, are as follows:                                      

                                                                [Download Table]

                                                                 AMOUNT* 
                                                                 --------
                                                                         
Securities and Exchange Commission Filing Fee................... $ 10,891
NASD Filing Fee.................................................    4,094
Nasdaq National Market Listing Fee..............................   42,247
Accounting Fees and Expenses....................................  105,000
Blue Sky Fees and Expenses......................................    7,500
Legal Fees and Expenses.........................................  150,000
Transfer Agent and Registrar Fees and Expenses..................    7,000
Directors' and Officers' Liability Insurance Premium............   95,000
Printing Expenses...............................................  115,000
Miscellaneous Expenses..........................................   63,268
                                                                 --------
  Total......................................................... $600,000
                                                                 ========

--------                                                                        
*  All amounts are estimates except the SEC filing fee and the NASD filing      
fee.                                                                      

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS                              

Under Section 317 of the California Corporations Code, the Registrant has   
broad powers to indemnify its directors and officers against liabilities they   
may incur in such capacities, including liabilities under the Securities Act.   
The Registrant's Bylaws also provide for mandatory indemnification of its       
directors and executive officers and permissive indemnification of its          
employees and agents, to the fullest extent permissible under California law.   

The Registrant's Articles of Incorporation provide that the liability of its
directors for monetary damages shall be eliminated to the fullest extent        
permissible under California law. Pursuant to California law, this includes     
elimination of liability for monetary damages for breach of the directors'      
fiduciary duty of care to the Registrant and its shareholders. These            
provisions do not eliminate the directors' duty of care and, in appropriate     
circumstances, equitable remedies such as injunctive or other forms of non-     
monetary relief will remain available under California law. In addition, each   
director will continue to be subject to liability for breach of the director's  
duty of loyalty to the Registrant, for acts or omissions not in good faith or   
involving intentional misconduct, for knowing violations of law, for any        
transaction from which the director derived an improper personal benefit, and   
for payment of dividends or approval of stock repurchases or redemptions that   
are unlawful under California law. The provision also does not affect a         
director's responsibilities under any other laws, such as the federal           
securities laws or state or federal environmental laws.                         

Prior to the effective date of this Registration Statement, the Registrant  
intends to enter into agreements with its directors and certain of its          
executive officers that require the Registrant to indemnify such persons        
against expenses, judgments, fines, settlements and other amounts actually and  
reasonably incurred (including expenses of a derivative action) in connection   
with any proceeding, whether actual or threatened, to which any such person     
may be made a party by reason of the fact that such person is or was a          
director or officer of the Registrant or any of its affiliated entities,        
provided such person acted in good faith and in a manner such person            
reasonably believed to be in or not opposed to the best interests of the        
Registrant and, with respect to any criminal proceeding, had no reasonable      
cause to believe his or her conduct was unlawful. The indemnification           
agreements also set forth certain procedures that will apply in the event of a  
claim for indemnification thereunder.                                           

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The Registrant intends to obtain prior to the effective date of the         
Registration Statement a policy of directors' and officers' liability           
insurance that insures the Company's directors and officers against the cost    
of defense, settlement or payment of a judgment under certain circumstances.    

The Underwriting Agreement filed as Exhibit 1.1 to this Registration        
Statement provides for indemnification by the Underwriters of the Registrant    
and its officers and directors for certain liabilities arising under the        
Securities Act or otherwise.                                                    

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES                                

Since September 10, 1994, the Registrant has issued and sold the following  
unregistered securities:                                                        

1. During the period, the Registrant granted stock options to employees,
directors and consultants under its 1990 Stock Option Plan and 1995 Stock   
Option Plan covering an aggregate of 2,115,588 shares of the Registrant's   
Common Stock, at exercise prices ranging from $1.20 to $7.80 per share.     

                                                                [Download Table]

                                                               EXERCISE   
                  QUARTER ENDED                     SHARES       PRICE    
                  -------------                     ------     --------   
                                                                          
September 1994....................................   332,750 $0.90 - $1.00
December 1994.....................................         0      N/A     
March 1995........................................    85,500     $1.20    
June 1995.........................................   144,000     $1.44    
September 1995....................................    76,088 $2.40 - $5.80
December 1995.....................................   194,750 $5.00 - $6.00
March 1996........................................    58,700     $5.00    
June 1996.........................................   289,700     $3.80    
September 1996....................................    72,000 $2.40 - $3.80
December 1996.....................................         0      N/A     
March 1997........................................   231,575     $2.40    
June 1997.........................................   200,250     $2.40    
September 1997....................................   406,575 $4.00 - $7.50
December 1997.....................................    23,700     $7.80    
                                                   ---------              
    Total......................................... 2,115,588              

2. During the period, the Registrant issued and sold an aggregate of    
339,740 shares of its Common Stock to 45 employees for cash in the          
aggregate amount of $227,737.40 upon exercise of stock options granted      
pursuant to the Registrant's 1990 Stock Option Plan and 1995 Stock Option   
Plan.                                                                       

                                                                [Download Table]

                    QUARTER ENDED                     SHARES   PROCEEDS  
                    -------------                     ------   --------  
                                                                         
September 1994.......................................  13,803 $  2,760.50
December 1994........................................   2,500 $  1,500.00
March 1995...........................................  28,760 $  7,522.90
June 1995............................................  14,037 $  5,078.30
September 1995.......................................  19,740 $ 16,196.24
December 1995........................................  15,844 $ 10,087.85
March 1996...........................................   9,521 $  6,650.40
June 1996............................................   8,104 $ 10,669.80
September 1996.......................................   8,594 $ 10,312.80
December 1996........................................   9,198 $  7,451.60
March 1997........................................... 102,617 $ 38,735.26
June 1997............................................  52,791 $ 54,952.15
September 1997.......................................  65,534 $ 58,080.10
December 1997........................................   2,500 $    500.00
                                                      ------- -----------
    Total............................................ 353,543 $230,497.90

The sales and issuance of securities in the transactions described in       
paragraphs 1 and 2 above were deemed to be exempt from registration under the   
Securities Act by virtue of Rule 701 promulgated thereunder in that they were   
offered and sold either pursuant to written compensatory benefit plans or       
pursuant to a written contract relating to compensation, as provided by Rule    
701.                                                                            

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Appropriate legends were affixed to the stock certificates issued in the    
above transactions. Similar legends were imposed in connection with any         
subsequent sales of any such securities. No Underwriters were employed in any   
of the above transactions.                                                      

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                             

(a) EXHIBITS                                                                

The exhibits are as set forth in the Exhibit Index.                         

(b) FINANCIAL STATEMENT SCHEDULES                                           

Schedule II -- Valuation and Qualifying Accounts. See page II-6.            

Schedules other than those listed above have been omitted since they are not
required or are not applicable or the required information is shown in the      
financial statements or related notes. Columns omitted from schedules filed     
have been omitted since the information is not applicable.                      

ITEM 17. UNDERTAKINGS                                                           

The Registrant hereby undertakes to provide to the Underwriters at the      
closing specified in the Underwriting Agreement certificates in such            
denominations and registered in such names as required by the Underwriters to   
permit prompt delivery to each purchaser.                                       

Insofar as indemnification for liabilities arising under the Securities Act 
of 1933, as amended (the "Act"), may be permitted to directors, officers and    
controlling persons of the Registrant pursuant to the foregoing provisions, or  
otherwise, the Registrant has been advised that in the opinion of the           
Securities and Exchange Commission such indemnification is against public       
policy as expressed in the Act and is, therefore, unenforceable. In the event   
that a claim for indemnification against such liabilities (other than the       
payment by the Registrant of expenses incurred or paid by a director, officer   
or controlling person of the Registrant in the successful defense of any        
action, suit or proceeding) is asserted by such director, officer or            
controlling person in connection with the securities being registered, the      
Registrant will, unless in the opinion of its counsel the matter has been       
settled by controlling precedent, submit to a court of appropriate              
jurisdiction the question whether such indemnification by it is against public  
policy as expressed in the Act and will be governed by the final adjudication   
of such issue.                                                                  

The Registrant hereby undertakes that:                                      

(1) For purposes of any liability under the Act, the information omitted
from the form of prospectus filed as part of this Registration Statement in 
reliance upon Rule 430A and contained in a form of prospectus filed by the  
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Act shall  
be deemed to be part of this Registration Statement as of the time it was   
declared effective.                                                         

(2) For the purpose of determining any liability under the Act, each    
post-effective amendment that contains a form of prospectus shall be deemed 
to be a new registration statement relating to the securities offered       
therein, and the offering of such securities at that time shall be deemed   
to be the initial bona fide offering thereof.                               

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SIGNATURES  

Pursuant to the requirements of the Securities Act of 1933, the Registrant  
has duly caused this Amendment No. 3 to Registration Statement to be signed on  
its behalf by the undersigned, thereunto duly authorized, in the City of San    
Jose, State of California on the 29th day of October, 1997.                     

                                   PERICOM SEMICONDUCTOR CORPORATION

                               By /s/      John Chi-Hung Hui
                                         _________________________________
                                         John Chi-Hung Hui
                                        Vice President, Technology
                                      and Director

Pursuant to the requirements of the Securities Act of 1933, this Amendment  
No. 3 to Registration Statement has been signed by the following persons in     
the capacities and on the dates indicated:                                      

                                                        [Enlarge/Download Table]

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

                                                                                     
        /s/ Alex C. Hui*             Chief Executive Officer,       October 29, 1997 
____________________________________ President and Director                          
             Alex C. Hui             (Principal Executive                            
                                     Officer)                                        

     /s/ Patrick B. Brennan*         Vice President, Finance &      October 29, 1997 
____________________________________ Administration                                  
         Patrick B. Brennan          (Principal Financial and                        
                                     Accounting Officer)                             

      /s/ John Chi-Hung Hui          Vice President, Technology     October 29, 1997 
____________________________________ and Director                                    
         John Chi-Hung Hui                                                           

       /s/ Jeffrey Young*            Director                       October 29, 1997 
____________________________________                                                 
           Jeffrey Young                                                             

       /s/ Tay Thiam Song*           Director                       October 29, 1997 
____________________________________                                                 
           Tay Thiam Song                                                            

/s/ John Chi-Hung Hui                                                     
*By: ___________________________                                                

John Chi-Hung Hui Attorney-in-                                                
Fact                                                      

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                                                                  EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULE  

To the Board of Directors and Stockholders of                                   
Pericom Semiconductor Corporation:                                              

We consent to the use in this Registration Statement No. 333-35327 of       
Pericom Semiconductor Corporation (the "Company") on Form S-1 of our report     
dated July 31, 1997 (October 23, 1997 as to the third and fourth sentences of   
Note 1), appearing in the Prospectus, which is a part of this Registration      
Statement, and to the references to us under the headings "Selected Financial   
Data" and "Experts" in such Prospectus.                                         

Our audits of the financial statements referred to in our aforementioned    
report also included the financial statement schedule of the Company, listed    
in Item 16b. The financial statement schedule is the responsibility of the      
Company's management. Our responsibility is to express an opinion based on our  
audits. In our opinion, such financial statement schedule, when considered in   
relation to the basic financial statements taken as a whole, presents fairly    
in all material respects the information set forth therein.                     

/s/ Deloitte & Touche LLP                                                       

San Jose, California                                                            
October 27, 1997                                                                

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SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)

                                                                [Download Table]

                                            ADDITIONS                               
                                      ---------------------                         
                         BALANCE AT   CHARGED TO CHARGED TO                         
                         BEGINNING OF COSTS AND    OTHER                BALANCE AT  
      DESCRIPTION           PERIOD     EXPENSES   ACCOUNTS  DEDUCTIONS END OF PERIOD
------------------------ ------------ ---------- ---------- ---------- -------------
                                                                                    
Accounts receivable                                                                 
 allowances                                                                         
 June 30,                                                                           
  1995..................    $  606       $129       $--        $--        $  735    
  1996..................       735        870        --         --         1,605    
  1997..................     1,605         19        --         426        1,198    

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EXHIBIT INDEX 

                                                                [Download Table]

EXHIBIT                                                                       
 NUMBER                                 DOCUMENT                              
-------                                 --------                              
                                                                              
  1.1*   Form of Underwriting Agreement.                                      
  3.1*   Restated Articles of Incorporation of the Registrant, as currently in
         effect.                                                              
  3.2*   Form of Certificate of Amendment of Articles of Incorporation of the 
         Registrant, to be filed prior to the closing of the offering made    
         under this Registration Statement.                                   
  3.3*   Registrant's Bylaws.                                                 
  3.4*   Form of Registrant's Certificate of Amendment of Bylaws.             
  4.1    Specimen certificate for Common Stock (in standard printer form, not 
         provided).                                                           
  5.1*   Opinion of Morrison & Foerster LLP.                                  
 10.1*   Registrant's 1990 Stock Option Plan, including forms of Agreements   
         thereunder.                                                          
 10.2*   Registrant's 1995 Stock Option Plan, including forms of Agreements   
         thereunder.                                                          
 10.3*   Registrant's 1997 Employee Stock Purchase Plan, including forms of   
         Agreements thereunder.                                               
 10.4*   Lease, dated November 29, 1993, by and between Orchard Investment    
         Company Number 510 as Landlord and Registrant as Tenant, as amended. 
 10.5*   Common Stock Purchase Agreement, dated June 25, 1990, by and between 
         Alex C. Hui and the Registrant.                                      
 10.6*   Common Stock Purchase Agreement, dated June 25, 1990, by and between 
         Chi-Hung Hui and the Registrant.                                     
 10.7*   Series A Stock Purchase Agreement, dated July 10, 1990, by and among 
         the Registrant and the Investors listed on the signature pages       
         thereto.                                                             
 10.8*   Series B Stock Purchase Agreement, dated December 30, 1991, by and   
         among the Registrant and the Investors listed on the signature pages 
         thereto.                                                             
 10.9*   Series C Stock Purchase Agreement, dated July 21, 1993 by and among  
         the Registrant and the Investors listed on the signature pages       
         thereto.                                                             
 10.10*  Second Amended Investors Rights Agreement, dated July 21, 1993, by   
         and among the Registrant and the holders of Series A, Series B and   
         Series C Preferred Stock.                                            
 10.11*  Form of Indemnification Agreement.                                   
 10.12*  Agreement, dated March 17, 1995, by and between the Registrant and   
         Pericom Technology, Inc.                                             
 10.13*+ Agreement, dated February 28, 1996, by and between the Registrant and
         Harris Corporation.                                                  
 11.1*   Statement regarding calculation of net income per share.             
 23.1*   Consent of Morrison & Foerster LLP. Reference is made to Exhibit 5.1.
 23.2*   Independent Auditors' Consent and Report on Schedule. Reference is   
         made to Page II-5.                                                   
 24.1*   Powers of Attorney.                                                  
 27.1*   Financial Data Schedule.                                             

--------                                                                        
* Previously filed.                                                             

+ Confidential treatment has been requested as to a portion of this Exhibit.    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-1/A’ Filing		Date		First		Last			Other Filings
		1/30/00		53
		6/30/98		70
		12/15/97		69
Filed on:		10/30/97		1		2			S-8
		10/29/97		82
		10/27/97		83					8-A12G,  S-1/A
		10/23/97		63		83
		9/30/97		6		76
		7/31/97		63		83
		6/30/97		8		76
		6/28/97		68
		11/6/96		69
		9/30/96		20		76
		9/18/96		50
		7/1/96		68
		6/30/96		20		76
		6/29/96		68
		2/28/96		85
		7/1/95		68
		6/30/95		20		84
		3/17/95		54		85
		9/10/94		80
		7/1/94		66		73
		6/30/94		20
		11/29/93		85
		7/21/93		85
		6/30/93		20		21
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