849502--2/21/2007--RAMTRON_INTERNATIONAL

related topics

{customer, product, revenue}

{product, market, service}

{stock, price, share}

{acquisition, growth, future}

{cost, regulation, environmental}

{product, liability, claim}

{operation, natural, condition}

{property, intellectual, protect}

{control, financial, internal}

{competitive, industry, competition}

{regulation, change, law}

{personnel, key, retain}

{provision, law, control}

{tax, income, asset}

{operation, international, foreign}

WE HAVE A HISTORY OF LOSSES FROM OPERATIONS AND OUR ACHIEVEMENT OF SUSTAINED PROFITABILITY IS UNCERTAIN. WE MAY NEED TO RAISE ADDITIONAL FUNDS TO FINANCE OUR OPERATIONS. IF WE FAIL TO VIGOROUSLY PROTECT OUR INTELLECTUAL PROPERTY, OUR COMPETITIVE POSITION MAY SUFFER. EARTHQUAKES, OTHER NATURAL DISASTERS AND POWER SHORTAGES OR INTERRUPTIONS MAY DAMAGE OUR BUSINESS. OUR FUTURE SUCCESS DEPENDS IN PART ON THE CONTINUED SERVICE OF A RELATIVELY SMALL NUMBER OF KEY DESIGN ENGINEERS, SALES, MARKETING AND EXECUTIVE PERSONNEL, AND IF WE WERE UNABLE TO ATTRACT ADDITIONAL PERSONNEL AS NEEDED OR RETAIN OUR KEY PERSONNEL, OUR BUSINESS WILL SUFFER. OUR PRODUCTS ARE COMPLEX AND MAY CONTAIN DEFECTS THAT COULD RESULT IN PRODUCT LIABILITY CLAIMS, AN INCREASE IN OUR COSTS OR A REDUCTION IN OUR REVENUE. BECAUSE OUR PRODUCTS TYPICALLY HAVE LENGTHY SALES CYCLES, WE EXPERIENCE SUBSTANTIAL DELAYS BETWEEN INCURRING EXPENSES RELATED TO DEVELOPMENT OF OUR PRODUCTS AND THE GENERATION OF REVENUE FROM THOSE PRODUCTS. WE DEPEND ON A SMALL NUMBER OF SUPPLIERS FOR THE SUPPLY OF OUR PRODUCTS AND THE SUCCESS OF OUR BUSINESS MAY BE DEPENDENT ON OUR ABILITY TO MAINTAIN AND EXPAND OUR RELATIONSHIPS WITH FOUNDRIES AND OTHER SUPPLIERS. WE ARE A RELATIVELY SMALL COMPANY WITH LIMITED RESOURCES, COMPARED TO SOME OF OUR CURRENT AND POTENTIAL COMPETITORS, AND WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY AND INCREASE OUR MARKET SHARE. EMERGING TECHNOLOGIES AND STANDARDS MAY POSE A THREAT TO THE COMPETITIVENESS OF OUR PRODUCTS. SUCCESS OF OUR FUTURE PRODUCTS IS SUBSTANTIALLY DEPENDENT ON BROADER MARKET ACCEPTANCE OF FRAM MEMORY PRODUCTS. OUR RESEARCH AND DEVELOPMENT EFFORTS ARE FOCUSED ON A LIMITED NUMBER OF NEW TECHNOLOGIES AND PRODUCTS, AND ANY DELAY IN THE DEVELOPMENT, OR THE ABANDONMENT, OF THESE TECHNOLOGIES OR PRODUCTS BY INDUSTRY PARTICIPANTS, OR THEIR FAILURE TO ACHIEVE MARKET ACCEPTANCE, COULD COMPROMISE OUR COMPETITIVE POSITION. OUR REVENUE MAY DECLINE. WE ARE SUBJECT TO RISKS RELATING TO PRODUCT CONCENTRATION AND LACK OF REVENUE DIVERSIFICATION. WE MUST BUILD PRODUCTS BASED ON DEMAND FORECASTS; IF SUCH FORECASTS ARE INACCURATE, WE MAY INCUR SIGNIFICANT LOSSES. WHICH MAY REDUCE OUR PRODUCT SALES. WE MAY NOT BE ABLE TO REPLACE OUR EXPECTED REVENUE FROM SIGNIFICANT CUSTOMERS, WHICH COULD ADVERSELY AFFECT OUR BUSINESS. WE RELY ON DISTRIBUTORS FOR A SUBSTANTIAL PORTION OF OUR REVENUE AND IF OUR RELATIONSHIPS WITH ONE OR MORE OF THOSE DISTRIBUTORS WERE TO TERMINATE, OUR OPERATING RESULTS MAY BE HARMED. FAILURE TO MANAGE OUR DISTRIBUTION CHANNEL RELATIONSHIPS COULD IMPEDE OUR FUTURE GROWTH. WE EXPECT THAT INTERNATIONAL SALES WILL CONTINUE TO REPRESENT A SIGNIFICANT PORTION OF OUR PRODUCT SALES IN THE FUTURE. AS A RESULT OF THE LARGE FOREIGN COMPONENT OF OUR REVENUE, WE ARE SUBJECT TO A NUMBER OF RISKS RESULTING FROM SUCH OPERATIONS. ANY ACQUISITIONS WE MAKE COULD DISRUPT OUR BUSINESS AND HARM OUR FINANCIAL CONDITION. WE INCURRED SIGNIFICANT INVENTORY VALUATION ADJUSTMENTS IN 2005 AND 2004, AND WE MAY INCUR ADDITIONAL SIGNIFICANT INVENTORY VALUATION ADJUSTMENTS IN THE FUTURE. RECENT CHANGES IN ACCOUNTING STANDARDS REGARDING STOCK OPTION PLANS COULD LIMIT THE DESIRABILITY OF GRANTING STOCK OPTIONS, WHICH COULD HARM OUR ABILITY TO ATTRACT AND RETAIN EMPLOYEES, AND COULD ALSO NEGATIVELY IMPACT OUR RESULTS OF OPERATIONS. WE ARE SUBJECT TO ENVIRONMENTAL LAWS THAT ARE SUBJECT TO CHANGE AND MAY RESTRICT THE MARKETABILITY OF CERTAIN OF OUR PRODUCTS, WHICH COULD ADVERSELY IMPACT OUR FINANCIAL PERFORMANCE OR EXPOSE US TO FUTURE LIABILITIES. OUR BUSINESS IS SUBJECT TO STRICT ENVIRONMENTAL REGULATIONS AND LEGAL UNCERTAINTIES, WHICH COULD IMPOSE UNANTICIPATED REQUIREMENTS ON OUR BUSINESS IN THE FUTURE AND SUBJECT US TO LIABILITIES. OUR STOCK PRICE IS EXTREMELY VOLATILE AND YOU MAY NOT BE ABLE TO RESELL YOUR SHARES AT OR ABOVE THE PRICE YOU PAID. CONCENTRATED OWNERSHIP AND ANY RELATED SALES OF SHARES COULD AFFECT THE PRICE OF OUR COMMON STOCK. A LARGE PERCENTAGE OF OUR OUTSTANDING SHARES ARE ELIGIBLE FOR FUTURE SALE. PROVISIONS IN OUR CERTIFICATE OF INCORPORATION AND PREFERRED SHARES RIGHTS AGREEMENT MAY HAVE ANTI-TAKEOVER EFFECTS AND COULD AFFECT THE PRICE OF OUR COMMON STOCK.

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849502--2/21/2007--RAMTRON_INTERNATIONAL_CORP