<PAGE>   1
 
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                   FORM 10-K
                            ------------------------
 
[X]
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
 
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
 
                                       OR
 
[ ]
               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
 
            FOR THE TRANSITION PERIOD FROM __________ TO __________
 
                         COMMISSION FILE NUMBER 0-9653
                            ------------------------
 
                                  XICOR, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                           <C>
                  CALIFORNIA                                    94-2526781
       (STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
        INCORPORATION OR ORGANIZATION)
 
              1511 BUCKEYE DRIVE                                  95035
             MILPITAS, CALIFORNIA                               (ZIP CODE)
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
 
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 432-8888
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 
                                      NONE
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
 
                        COMMON STOCK, WITHOUT PAR VALUE
                                (TITLE OF CLASS)
                            ------------------------
 
     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.  Yes [X]     No [ ]
 
     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]
 
     The aggregate market value of the voting stock (Common Stock, without par
value) held by non-affiliates of the Registrant was approximately $125,041,208
on March 21, 1997.
 
     The aggregate number of outstanding shares of Common Stock, without par
value, of the Registrant was 18,902,252 on March 21, 1997.
                            ------------------------
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
     Portions of the following documents are incorporated by reference in Parts
II, III and IV of this Form 10-K Report: (1) Registrant's Annual Report to
Shareholders for the fiscal year ended December 31, 1996 and (2) Proxy Statement
for Registrant's 1997 Annual Meeting of Shareholders.
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<PAGE>   2
 
                                     PART I
 
     This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Actual results could differ materially from those
projected in the forward-looking statements as a result of the risk factors
listed in the "Factors Affecting Future Results" section of "Management's
Discussion & Analysis of Financial Conditions and Results of Operations" which
is incorporated by reference in Part II, Item 7. of this report and the risk
factors included in Item 1. below.
 
ITEM 1.  BUSINESS
 
     Xicor, Inc. ("Xicor" or the "Company") designs, develops, manufactures and
markets reprogrammable nonvolatile semiconductor memory devices for use in
commercial, industrial and military applications. Xicor's E(2)PROMs
(Electrically Erasable Programmable Read-Only Memories), SerialFlash(TM)
(Xicor's trademark) memory devices and NOVRAMs (Xicor's acronym for its
Nonvolatile Random Access Memories) serve as support products to microprocessors
and microcontrollers. Xicor's series of products called E(2)POT(R) (Xicor's
trademark) electronically controlled potentiometers incorporate Xicor's
nonvolatile memory technology and are digitally controlled replacements for
mechanical potentiometers.
 
     Xicor's devices offer a comprehensive set of features to its customers. By
virtue of their nonvolatility, Xicor's devices retain their information content
when power is lost or turned off. Reprogramming is accomplished by "writing"
over the old data without a need for first "erasing" the old data. Xicor's
devices can be reprogrammed bit by bit or in larger groups of bits called
"words" and "pages" without being removed from the system, all using the 5-volt
power source common in microcontroller and microprocessor-based systems, or
lower voltages, making them suitable for hand-held and portable applications.
Further, control and timing circuits are fully integrated "on-chip", thereby
eliminating the need for such external support circuits. Xicor products are sold
in a variety of packages, including plastic, ceramic and small outline surface
mount packages for small footprint and height.
 
     The combination of reprogrammability and nonvolatility has enabled Xicor's
customers to develop products which have characteristics that can be altered
from a remote location by a technician or on-site by a non-technical user
through a keyboard, or which are automatically self-calibrating, thereby
reducing field service costs. Microcontroller and microprocessor-based products
incorporating Xicor's devices can be customized by either the distributor or the
end user subsequent to the production process. This simplifies production
control, reduces the lead time required for such customization and permits lower
inventory levels to be maintained. Xicor products also offer programmable
security locks enabling system producers to prevent changes to embedded
programs.
 
     Xicor is continuing to apply its electrically reprogrammable memory
technology to develop innovative products combining nonvolatility and in-system
data alterability. To address the large E(2)PROM commodities market, Xicor is
also redesigning certain key commodity products for cost reduction through
smaller chip sizes. Xicor products are used by manufacturers of electronic
products throughout the world in a wide range of applications, including
telecommunications, consumer, computer, industrial, automotive and military
products.
 
SEMICONDUCTOR MEMORY DEVICES
 
     A variety of currently available nonvolatile semiconductor memories offer
different degrees of programming flexibility. Nonvolatile memory devices which
have been introduced over time include read-only memories ("ROMs"), programmable
read only memories ("PROMs"), electrically programmable read-only memories
("EPROMs"), electrically erasable programmable ROMs ("E(2)PROMs"), nonvolatile
random access memories ("NOVRAMs"), Flash Memories and, most recently,
SerialFlash Memories. A brief description of these nonvolatile devices follows:
 
     ROMs and PROMs are one time programmable. ROMs have the data permanently
programmed into the memory during the manufacturing process according to
customer specifications, making necessary long-range
 
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planning before introducing a new product incorporating ROMs. PROMs are
programmable one time after manufacture. However, programming a PROM is complex
and in practice is only done at the factory or by distributors.
 
     EPROMs can be reprogrammed several times. However, reprogramming an EPROM
is a two-step process, erasing the old data by exposing it to ultraviolet light
and then programming the new data into the system using voltages higher than 5
volts, the voltage most common in microprocessor-based products. Since
ultraviolet light and an auxiliary power source are required, the erasure and
reprogramming generally are performed outside the system, thus requiring
physical removal of the EPROM from the printed circuit board.
 
     The development of E(2)PROMs provided significant programming flexibility.
These non-volatile memories can be reprogrammed in-system tens of thousands of
times and can be altered one byte or several bytes at a time. E(2)PROMs are
termed serial or parallel depending on their connection to the system's
processor. Serial E(2)PROM devices transmit data through a single input-output
port while parallel devices transmit data through multiple ports concurrently.
 
     Devices called Flash memories offer a middle ground in price and features
between EPROMs and E(2)PROMs. Unlike EPROMs, Flash memories can be reprogrammed
while in a system. However, unlike the more flexible E(2)PROMs that can be
altered one byte or several bytes at a time, Flash memories can only be altered
all at once or in larger groups of bytes. In nonvolatile reprogrammable memory
chips containing less than 256K bits, the memory cell array takes up less than
half of the chip area and the support circuitry the balance. Accordingly,
manufacturers of Flash memories have focused on parallel interface high density
devices where customers are willing to forgo the ease of use of the full
featured E(2)PROMs for the lower cost of a Flash memory or where the Flash
memory has achieved higher density due to its smaller memory cell size.
SerialFlash memory devices offer lower memory density and smaller package size
than the typical parallel interface Flash memories.
 
     NOVRAMs were developed to combine the versatility and rapid data access of
the RAM with the nonvolatility of the full-featured E(2)PROM on a single
semiconductor. The complex dual-memory structure of the NOVRAM, while providing
substantially greater functionality than the E(2)PROM, results in a
significantly greater cost per memory bit.
 
XICOR PRODUCTS AND APPLICATIONS
 
     Xicor's product line currently consists of E(2)PROMs, SerialFlash memory
devices and NOVRAMs as described above and E(2)POT electronically controlled
potentiometers. E(2)POTs are digitally controlled electronic potentiometers that
were developed by Xicor and incorporate its nonvolatile memory technology.
Digitally controller potentiometers are a popular replacement for mechanically
adjustable devices and provide the user with capabilities not readily available
with either mechanical potentiometers or digital-to-analog circuits.
 
     All Xicor devices are nonvolatile, are reprogrammable using only a 5-volt
or lower power supply and eliminate the need for external control and timing
circuits by integrating such circuits "on-chip." Xicor's products operate over a
wide speed and temperature range and are sold in a variety of package options,
including plastic, ceramic and surface mount. The complementary metal oxide
silicon ("CMOS") technology is the primary technology used in manufacturing
Xicor's devices due to its low power consumption. A limited number of devices
are manufactured using the silicon-gate n-channel metal oxide silicon ("NMOS")
technology. For military applications, Xicor manufactures E(2)PROMs, NOVRAMs and
E(2)POTs that are fully compliant with paragraph 1.2.1 of MIL-STD-883 Revision E
for Class level B products as well as various Standard Microcircuit Drawings.
 
     Xicor's products are sold worldwide for a broad range of applications,
including telecommunications, consumer, computer, industrial, automotive and
military applications.
 
     The ease and flexibility with which Xicor's devices can be programmed allow
a system incorporating such devices to be programmed after final production and
reprogrammed in-the-field as required, either through a keyboard or from a
remote location via telephone lines, satellite link or from a central database
over a local
 
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area network. For example, a technician need no longer travel to the user's site
to initialize a computer printer since this can be accomplished by the user
through a keyboard. Similar advantages exist over products that incorporate
batteries to provide nonvolatility, since a site visit is still necessary to
replace a run-down battery and then rewrite the data.
 
     The ease of reprogrammability of Xicor's E(2)PROMs, SerialFlash memory
devices and NOVRAMs also permits customized features to be implemented at a late
stage of the manufacturing process or at the point of distribution, thereby
reducing the lead time required for such customization and permitting lower
inventory levels to be maintained. Xicor's E(2)PROMs, SerialFlash memory devices
and NOVRAMs further enhance productivity and minimize service costs by enabling
microprocessor-based products to perform self-diagnostics, adjust and
recalibrate themselves and then store the parameters in Xicor's nonvolatile
memories until subsequent self-diagnostics and adjustment. Process controllers
and other equipment subject to harsh environmental conditions, as well as
measurement and data recording instruments which routinely require calibration,
can thereby be kept constantly and automatically calibrated.
 
     Similarly, the E(2)POT potentiometer, as a solid state device, offers
designers of equipment various benefits, including (i) automated assembly line
calibration rather than mechanical "tweaking" of potentiometers; (ii) protection
against parameter drift due to vibration or contamination; (iii) elimination of
potentiometer access problems; and (iv) product enhancements such as keyboard
adjustments for volume or brightness control and calibration of equipment from
the front panel.
 
MARKETING AND SALES
 
     In new applications, particularly for newly introduced devices, Xicor's
products generally require long "design-in" cycles for customer applications
with extensive field application engineering support by Xicor. Xicor considers
close support of its customers' design efforts to be an important aspect of its
marketing strategy.
 
     Xicor markets its products directly from its headquarters in Milpitas,
California and from regional domestic and foreign sales offices. Products are
also marketed domestically through a national network of independent sales
representatives, each of which has been granted an exclusive sales territory,
and through national and regional stocking distributors which also handle
competitive products. Xicor's products are also marketed abroad through an
international network of independent non-exclusive stocking sales
representatives. Generally, sales to distributors and stocking sales
representatives are made under agreements allowing rights of return and price
protection on unsold merchandise. Xicor's policy is to defer recognition of
sales and related costs on such shipments until the products are sold by the
distributors and stocking sales representatives.
 
     During the years ended December 31, 1996, 1995 and 1994, Xicor's export
sales constituted 45%, 47%, and 50%, respectively, of revenues. Xicor's export
sales, which are generally denominated in US currency, are subject to risks
common to all export activities, including governmental regulation and the risk
of imposition of tariffs or other trade barriers. Further, export sales must be
licensed by the Office of Export Administration of the US Department of
Commerce.
 
     One distributor accounted for 14% of Xicor's revenues in 1996 and 1995 and
12% in 1994. Distributors are not themselves end users, but rather serve as a
channel of sale to many end users of Xicor's products.
 
     Although Xicor receives volume purchase orders, such orders do not
necessarily result in sales as they are in most cases, consistent with industry
practice, terminable by the customer without penalty. Consequently, backlog
figures are not necessarily indicative of future sales.
 
MANUFACTURING
 
     Wafers are fabricated in Xicor's six-inch wafer fabrication plant in
Milpitas, California. The wafer fabrication processes for Xicor's products are
highly complicated, utilize numerous highly toxic and corrosive chemicals and
gases, and require stringent control of many extremely precise steps, similar to
those used in the semiconductor industry for the production of other large scale
integrated circuits. These steps include complex
 
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processes such as microphotolithography, wet chemical and dry plasma etch,
chemical vapor deposition, high temperature diffusion and oxidation, ion
implantation and vacuum metallization, which are applied to silicon wafers to
form several hundred to several thousand devices ("chips") per wafer depending
on the product. Each chip, in turn, contains thousands to millions of individual
transistors and other circuit elements. The sensitivity of the manufacturing
process to dust and other contaminants requires the production process to take
place in a highly controlled, clean environment. Xicor uses sophisticated
computer-controlled testing equipment to test each chip on the wafer to identify
those potentially meeting the desired electrical criteria.
 
     Although Xicor's manufacturing process is highly controlled, minute
impurities, difficulties in the process or defects in the masks can cause wafers
to be rejected or a substantial percentage of individual chips to be
nonfunctional, a problem indigenous to the semiconductor industry. Xicor from
time to time experiences a variety of technical problems in its manufacturing
processes which adversely affect manufacturing yields until they are corrected.
Maintaining and improving manufacturing yields is essential for profitability.
 
     Fabricated wafers are shipped for assembly to either a dedicated
subcontract line in Taiwan or to other independent subcontractors located in
South Korea, Thailand and the Philippines where the wafers are separated into
individual chips. Each potentially functional chip is encapsulated in a plastic
or ceramic package containing external leads to which the chip is connected by
extremely fine wires. Completed packages then undergo inspection, sealing and
limited testing. Xicor also makes limited use of assembly subcontractors in
California to satisfy particular customer requirements and uses a small in-house
assembly line to provide rapid turnaround for new product development.
 
     Most of the assembled devices undergo comprehensive electrical testing
offshore at one of Xicor's independent subcontractors located in Taiwan,
Thailand, South Korea and the Philippines. Currently most military and new
products undergo such testing by Xicor at its facility in Milpitas, California.
Quality assurance testing for all products is also performed in Milpitas prior
to shipment to customers. In accordance with industry practice, Xicor provides a
limited warranty for its devices against defects in materials and workmanship
for periods ranging from 90 days to one year.
 
     Reliance on foreign assembly and test contractors and Xicor's maintenance
of inventories and equipment at such contractors' facilities entails certain
political and economic risks, including political instability and expropriation,
currency controls and exchange fluctuations, and changes in tariff and freight
rates. In the event Xicor's foreign assembly and test operations, or air
transportation to or from foreign contractors, were disrupted, Xicor's
operations would be materially adversely affected.
 
     The principal raw materials utilized in the production process are polished
silicon wafers, ultra-pure metals, chemicals and gases. Encapsulation materials
that enclose the chip and provide the external connecting leads are provided by
the independent assembly contractors or are purchased by Xicor and shipped to
such contractors. Shortages could occur in various essential materials due to
interruption of supply or due to increased demand in the industry. Shortages
have occurred in the Company's history and lead times have been extended in the
industry on occasion without materially adversely affecting the Company.
However, there can be no assurance that future shortages, if any, would not have
a material adverse effect on Xicor's operations.
 
     Cost reduction is an important on-going activity at Xicor since continually
lower selling prices are essential to maintain and improve Xicor's competitive
position. Xicor's cost reduction program is designed to minimize defects,
simplify testing and reduce the physical size of its chips.
 
  Compliance with Environmental Regulations
 
     The manufacture of semiconductors requires the use and storage of
substantial amounts of toxic chemicals, solvents and gases. Government
regulations impose various environmental controls on the storage, use and
disposal of such materials. Such regulations have grown more complex and
enforcement more rigorous and increasing attention has been focused on the
environmental impact of semiconductor manufacturing operations. While Xicor to
date has not experienced any materially adverse effect on its business from
environmental regulations, there can be no assurance that changes in such
regulations will not necessitate the acquisition of more costly equipment or
require more costly procedures or process changes to be initiated.
 
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RESEARCH AND DEVELOPMENT
 
     Xicor believes the continuing development of new and improved processes and
products is essential to maintain its competitive position. Process development
is an on-going activity designed to improve Xicor's technology. Product
development is a difficult and lengthy process, the ultimate success of which is
dependent upon Xicor's ability to transfer newly developed products to volume
production in a timely fashion. There can be no assurance that any research and
development efforts will be successfully completed or that future products will
be available on a timely basis or achieve market acceptance.
 
     Xicor's product development is currently focused on developing proprietary
microchips incorporating Xicor's programmable technology which enable customers
to rapidly bring to market products with improved efficiency, features and
maintainability. To address the large E(2)PROM commodities market Xicor is also
redesigning certain key commodity products for cost reduction through smaller
chip sizes. Research and development activities are requiring an increasing
degree of complexity of design and manufacturing process and consequently a
significant percentage of revenues is again expected to be invested in research
and development in 1997.
 
     During the years ended December 31, 1996, 1995 and 1994, Xicor expended
$15,074,000, $15,270,000 and $14,085,000, respectively, on research and
development. At December 31, 1996, 115 employees were engaged in research and
development activities.
 
PATENTS AND LICENSES
 
     Xicor holds numerous United States patents and corresponding foreign
patents covering various circuit designs and the structure of its devices.
Further, additional patent applications for such products are pending in the
United States and abroad. However, there can be no assurance that the patents
granted or pending will provide Xicor with any meaningful protection. Similar to
other semiconductor manufacturers, Xicor has granted licenses under its patents
and may continue to do so in the future. Xicor believes that, due to the rapidly
changing technology in the semiconductor industry, its future success will be
dependent primarily upon the technical expertise and creative skills of its
personnel rather than patent protection.
 
     As is the case with many companies in the semiconductor industry, it may
become necessary or desirable for Xicor to obtain licenses relating to its
products from others. Xicor has received notices claiming infringement of
patents from several semiconductor manufacturers and other patent holders with
respect to certain aspects of Xicor's processes, devices and equipment use and
these matters are under investigation and review. Although patent holders
typically offer licenses and Xicor has in prior years entered into license
agreements, there can be no assurance that licenses can be obtained on
acceptable terms or that in all cases the dispute will be resolved without
costly litigation.
 
COMPETITION
 
     The semiconductor industry is highly competitive and characterized by
steadily declining product prices. Numerous companies are currently selling
products competitive with those of Xicor. Customers are extremely price
sensitive and competitors often lower prices in an attempt to gain market share,
causing responsive reductions by other manufacturers, including Xicor, and
resulting in reduced profitability or losses. In addition to price, important
elements of competition include product performance, quality and reliability,
delivery capability, diversity of product line, application support, financial
strength and the ability to respond rapidly to technological innovations. Xicor
may be at a disadvantage in competing with major domestic and foreign concerns
that have significant financial resources, established and diverse product
lines, worldwide vertically integrated production facilities and extensive
research and development staffs. Further, the industry is characterized by rapid
technological change and Xicor will be required to continually develop new and
improved manufacturing processes and products to remain competitive.
 
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EMPLOYEES
 
     At December 31, 1996 Xicor had 750 employees. None of the employees are
represented by a labor organization and Xicor considers its employee relations
to be good. Many of Xicor's employees are highly skilled and Xicor's success
will depend in part on its ability to attract and retain such employees in the
highly competitive semiconductor industry.
 
EXECUTIVE OFFICERS OF THE REGISTRANT
 
     The following table sets forth each executive officer of Xicor, their ages
(as of December 31, 1996) and office with Xicor:
 
<TABLE>
<CAPTION>
          NAME            AGE                               OFFICE
------------------------  ---   ---------------------------------------------------------------
<S>                       <C>   <C>
Raphael Klein...........  53    President and Chairman of the Board
Joseph Drori............  51    Vice President, Product Design, Engineering, Quality and
                                Reliability
Bruce Gray..............  46    Vice President, Wafer Operations
Geraldine N. Hench......  39    Vice President and Controller
Klaus G. Hendig.........  57    Vice President, Finance and Administration and Chief Financial
                                Officer
Timothy D. Kanemoto.....  50    Vice President, Product Operations
Bruce W. Mattern........  53    Vice President, Sales and Marketing
William H. Owen, III....  48    Vice President, Technology Development and Intellectual
                                Properties
</TABLE>
 
     Raphael Klein, President and Chairman of the Board. Mr. Klein has been
Xicor's President and a director since founding Xicor in August 1978 and its
Chairman of the Board since August 1982, with overall responsibility as Chief
Executive Officer for implementing its business plan. Mr. Klein received the
degree of Master of Science in Physics from the Israeli Institute of Technology
("Technion") and is the inventor or co-inventor of two patented inventions.
 
     Joseph Drori, Vice President, Product Design, Engineering, Quality and
Reliability. Mr. Drori has been employed by Xicor since October 1979 and became
a Vice President in June 1988. Mr. Drori received the degree of Master of
Science in Electrical Engineering from the University of California at Los
Angeles and is the inventor or co-inventor of several patented inventions in the
semiconductor field.
 
     Bruce Gray, Vice President, Wafer Operations. Mr. Gray joined Xicor in
September 1996 as Vice President, Wafer Operations. Mr. Gray has 24 years of
experience in the semiconductor industry in engineering, manufacturing and
management. From September 1994 through September 1996, Mr. Gray served as the
Managing Director of the Advanced Technology Group at National Semiconductor
Corporation. From August 1989 through September 1994, Mr. Gray was the Director
of Santa Clara Operations and Services for National Semiconductor with
operational responsibility for four high-volume wafer fabrication lines. Mr.
Gray was also involved in advanced technology development and wafer foundry
activities. Mr. Gray has a Bachelor of Science Degree in Metallurgy and
Materials Science from the Massachusetts Institute of Technology (MIT).
 
     Geraldine N. Hench, Vice President and Controller. Ms. Hench, a certified
public accountant, has been employed by Xicor as its Corporate Controller since
November 1987 and became a Vice President in June 1993. Ms. Hench received the
degree of Bachelor of Science in Accounting from Santa Clara University.
 
     Klaus G. Hendig, Vice President, Finance and Administration and Chief
Financial Officer. Mr. Hendig, a certified public accountant, has been employed
by Xicor since February 1981 and became a Vice President in January 1983 and its
Chief Financial Officer in September 1987. Mr. Hendig received the degree of
Bachelor of Science in Accounting and Finance from San Jose State University.
 
     Timothy D. Kanemoto, Vice President, Product Operations. Mr. Kanemoto
joined Xicor in January 1990, and became a Vice President in June 1994. He
received the Degree of Bachelor of Science in Business Administration from
California State University, Hayward.
 
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<PAGE>   8
 
     Bruce W. Mattern, Vice President, Sales and Marketing. Mr. Mattern has been
employed by Xicor since October 1983 and became a Vice President in April 1990.
Mr. Mattern received the degree of Bachelor of Science in Electrical Engineering
from Pennsylvania State University.
 
     William H. Owen, III, Vice President, Technology Development and
Intellectual Properties. Mr. Owen, one of Xicor's founders, joined Xicor in
October 1978, shortly after its formation to aid in the development of its
advanced memory devices, with principal responsibility for circuit design. Mr.
Owen is presently involved in process development and patent activities. Mr.
Owen received the degree of Master of Science in Electrical Engineering from the
University of Wisconsin and is the inventor or co-inventor of several patented
inventions in the semiconductor field.
 
INSURANCE
 
     Xicor presently carries various insurance coverages including property
damage, business interruption and general liability including certain product
liability coverage. Xicor has been unable to obtain pollution and earthquake
insurance at reasonable costs and limits.
 
ITEM 2.  PROPERTIES
 
     Xicor leases a 43,834 square foot facility in Milpitas, California which
contains Xicor's silicon wafer fabrication and process technology development
operations. The lease, which expires in 2001, provides for an annual base rental
of $626,145 and requires Xicor to pay all real estate taxes, utilities and
insurance and to maintain the building and premises. Xicor has two successive
five-year renewal options upon the same terms and conditions at increased rental
rates based on the consumer price index, not to exceed 15% for the prior
five-year period.
 
     Xicor leases a 55,767 square foot facility near its wafer fabrication
facility which houses its product testing operations and a small quick-turn
assembly line. The lease, which expires in 1999, provides for an annual base
rental of $401,520. Xicor has a five-year renewal option upon the same terms and
conditions, except that the rental will be 95% of the then market rental rate in
the industrial park where the property is located.
 
     Xicor also leases a 73,622 square foot facility constructed to its
specifications adjacent to its existing wafer fabrication facility. This
facility, which could potentially be used for future expansion of silicon wafer
fabrication, presently houses Xicor's design, research and development and
reliability operations and executive, marketing and administrative offices and
also serves as Xicor's main stockroom. This lease expires in 2000 and provides
for an annual base rental of $1,285,776 and requires Xicor to pay all real
estate taxes, utilities and insurance and to maintain the building and premises.
Xicor has three successive five-year renewal options upon the same terms and
conditions at increased rental rates based on the consumer price index, not to
exceed 15% for the prior five-year period.
 
     Xicor believes that its existing facilities should be adequate for its
needs in the foreseeable future.
 
ITEM 3.  LEGAL PROCEEDINGS
 
     Xicor is not a party, nor is its property subject, to any material pending
legal proceedings.
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     None
 
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                                    PART II
 
ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
 
     The information required by this Item is incorporated by reference to page
17 of the Company's 1996 Annual Report to Shareholders.
 
ITEM 6.  SELECTED FINANCIAL DATA
 
     The selected financial data for the five years ended December 31, 1996,
which appears on page 16 of the Company's 1996 Annual Report to Shareholders, is
incorporated by reference in this Annual Report on Form 10-K.
 
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
 
     The information required by this Item is incorporated by reference to pages
4 to 7 of the Company's 1996 Annual Report to Shareholders.
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
     The financial statements, together with the report thereon of Price
Waterhouse LLP dated January 22, 1997, appearing on pages 8 to 15 and the
unaudited financial information by quarter appearing on page 17 of the Company's
1996 Annual Report to Shareholders, are incorporated by reference in this Annual
Report on Form 10-K.
 
ITEM 9.  CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
      None
 
     With the exception of the information incorporated in Items 5,6,7,8 and 14
of Parts II and IV of this Form 10-K, the Company's 1996 Annual Report to
Shareholders is not to be deemed filed as a part of this Annual Report on Form
10-K.
 
                                    PART III
 
     Certain information required by Part III is omitted from this Report in
that the Registrant will file a definitive proxy statement pursuant to
Regulation 14A (the "Proxy Statement") not later than 120 days after the end of
the fiscal year covered by this Report, and certain information included therein
is incorporated herein by reference.
 
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
     The information concerning the Company's directors required by this Item is
incorporated by reference to the information contained in the section captioned
"Election of Directors" in the Company's Proxy Statement.
 
     The information concerning the Company's executive officers required by
this Item is included in Part I hereof entitled "Executive Officers of the
Registrant".
 
ITEM 11.  EXECUTIVE COMPENSATION
 
     The information required by this Item is incorporated by reference to the
information contained in the section captioned "Executive Compensation" in the
Company's Proxy Statement.
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
     The information required by this Item is incorporated by reference to the
information contained in the section captioned "Security Ownership of Certain
Beneficial Owners and Management" in the Company's Proxy Statement.
 
                                        8
<PAGE>   10
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
     The information required by this Item is incorporated by reference to the
information contained in the section captioned "Election of Directors" in the
Company's Proxy Statement.
 
                                    PART IV
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
 
     (A) THE FOLLOWING DOCUMENTS ARE FILED AS A PART OF THIS REPORT:
 
     (1) FINANCIAL STATEMENTS.  The following Consolidated Financial Statements
         of Xicor, Inc. and the Report of Independent Accountants are
         incorporated by reference from the indicated pages of the Company's
         1996 Annual Report to Shareholders:
 
<TABLE>
<CAPTION>
                                                                                      PAGE IN
                                                                                      ANNUAL
                                                                                      REPORT
                                                                                      -------
        <S>                                                                           <C>
        Consolidated Statements of Operations for the three years ended December 31,
          1996......................................................................       9
        Consolidated Balance Sheets as of December 31, 1996 and 1995................       8
        Consolidated Statements of Shareholders' Equity for the three years ended
          December 31, 1996.........................................................       9
        Consolidated Statements of Cash Flows for the three years ended December 31,
          1996......................................................................      10
        Notes to Consolidated Financial Statements..................................   11-14
        Report of Independent Accountants...........................................      15
</TABLE>
 
     (2) FINANCIAL STATEMENT SCHEDULE.
 
<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                        ----
        <S>                                                                             <C>
        Report of Independent Accountants on Financial Statement Schedule.............   10
        II -- Valuation and Qualifying Accounts.......................................   13
</TABLE>
 
             All other schedules have been omitted since the required
        information is not applicable, not significant or because the
        information required is included in the consolidated financial
        statements or notes thereto.
 
     (3) EXHIBITS.  The exhibits listed in the accompanying Index to Exhibits
         are filed or incorporated by reference as part of this Annual Report.
 
     (B) REPORTS ON FORM 8-K
 
           None.
 
                                        9
<PAGE>   11
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
                        ON FINANCIAL STATEMENT SCHEDULE
 
To the Board of Directors of Xicor, Inc.
 
     Our audits of the consolidated financial statements referred to in our
report dated January 22, 1997, appearing on page 15 of the 1996 Annual Report to
Shareholders of Xicor, Inc. (which report and consolidated financial statements
are incorporated by reference in this Annual Report on Form 10-K) also included
an audit of the Financial Statement Schedule listed in Item 14(a) of this Form
10-K. In our opinion, this Financial Statement Schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
 
                                          PRICE WATERHOUSE LLP
 
San Jose, California
January 22, 1997
 
                                       10
<PAGE>   12
 
                                  XICOR, INC.
 
                               INDEX TO EXHIBITS
                                  ITEM 14(A)3.
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                           DESCRIPTION
------       -----------------------------------------------------------------------------------
<C>     <S>  <C>
  3.1   --   Amended and Restated Articles of Incorporation dated December 9, 1987 filed as
             Exhibit 3.1 with Form 10-K for the year ended December 31, 1987, is hereby
             incorporated by reference.
  3.2   --   By-laws, as amended to date, filed as Exhibit 3.2 with Form 10-K for the year ended
             December 31, 1987, is hereby incorporated by reference.
 10.1   --   Non-Qualified (Non-Incentive) and Incentive Stock Option Plan as amended as of
             December 31, 1987 filed as Exhibit 10.1 with Form 10-K for the year ended December
             31, 1987, is hereby incorporated by reference.
 10.1A  --   Amended and Restated Xicor, Inc. 1990 Incentive and Non-incentive Stock Option Plan
             filed as Exhibit 10.1A with Form 10-K for the year ended December 31, 1995, is
             hereby incorporated by reference.
 10.2   --   Lease dated July 2, 1980, Exhibit 13-E of the Exhibits filed with Form S-1
             Registration Statement, File No. 2-69109, is hereby incorporated by reference.
 10.2A  --   Amendment to lease dated July 2, 1980 filed as Exhibit 10.2A with Form 10-K for the
             year ended December 31, 1990, is hereby incorporated by reference.
 10.3   --   Lease dated November 23, 1983, Exhibit 1 of the Exhibits filed with Form 10-K for
             the year ended December 31, 1983, is hereby incorporated by reference.
 10.3A  --   Amendment to lease dated November 23, 1983 filed as Exhibit 10.3A with Form 10-K
             for the year ended December 31, 1990, is hereby incorporated by reference.
 10.4   --   Lease dated February 15, 1984, Exhibit 10(v) of the Exhibits filed with Form 10-K
             for the year ended December 31, 1984, is hereby incorporated by reference.
 10.4A  --   Amendment to lease dated February 15, 1984 filed as Exhibit 10.4A with Form 10-K
             for the year ended December 31, 1994, is herein incorporated by reference.
 10.6   --   Form of Indemnification Agreement entered into between Xicor, Inc. and each of its
             Officers and Directors filed as Exhibit 10.6A with Form 10-Q for the quarterly
             period ended June 30, 1996, is hereby incorporated by reference.
 10.7   --   Lingsen-Xicor Dedicated Production Agreement dated September 21, 1988 as amended on
             March 11, 1989, April 14, 1989 and September 8, 1989 filed as Exhibit 10.8 with
             Form 10-K for the year ended December 31, 1989, is hereby incorporated by
             reference.
 10.8   --   Loan and Security Agreement dated March 10, 1993 with CoastFed Business Credit
             Corporation filed as Exhibit 10.8 with Form 10-K for the year ended December 31,
             1992, is hereby incorporated by reference.
 10.8A  --   Extension Agreement to Loan and Security Agreement dated February 21, 1997 is filed
             herewith as Exhibit 10.8A.
 10.9   --   Xicor, Inc. 1995 Director Option Plan filed as Exhibit 10.9 with Form 10-K for the
             year ended December 31, 1995, is hereby incorporated by reference.
 11.1   --   Statement of Computation of Earnings Per Share.
 13.1   --   Pertinent pages of the 1996 Annual Report to Shareholders (to be deemed filed only
             to the extent required by the instructions to exhibits for reports on Form 10-K).
 21.    --   List of Subsidiaries.
 23.    --   Consent of Price Waterhouse LLP.
 24.    --   Powers of Attorney (included on the signature pages hereof).
 27.    --   Financial Data Schedule.
</TABLE>
 
                                       11
<PAGE>   13
 
                                   SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Milpitas, State of California, on the 21st day of March 1997.
 
                                          XICOR, INC.
                                          Registrant
 
                                          By /s/        RAPHAEL KLEIN
 
                                            ------------------------------------
                                                       Raphael Klein
                                           Chairman of the Board and President
                                              (Principal Executive Officer)
 
                               POWER OF ATTORNEY
 
     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Raphael Klein and Klaus G. Hendig, and
each of them, jointly and severally, his attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign any and all
amendments to this Report on Form 10-K and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
 
<TABLE>
<CAPTION>
             SIGNATURE                                 TITLE                         DATE
-----------------------------------  -----------------------------------------  ---------------
<S>                                  <C>                                        <C>
 
         /s/ RAPHAEL KLEIN              Chairman of the Board and President     March 21, 1997
-----------------------------------        (Principal Executive Officer)
          (Raphael Klein)
 
         /s/ JULIUS BLANK                            Director                   March 21, 1997
-----------------------------------
          (Julius Blank)
 
         /s/ HANS G. DILL                            Director                   March 21, 1997
-----------------------------------
          (Hans G. Dill)
 
        /s/ ANDREW W. ELDER                          Director                   March 21, 1997
-----------------------------------
         (Andrew W. Elder)
 
        /s/ S. ALLAN KLINE                           Director                   March 21, 1997
-----------------------------------
         (S. Allan Kline)
 
        /s/ KLAUS G. HENDIG                 Vice President, Finance and         March 21, 1997
-----------------------------------               Administration
         (Klaus G. Hendig)                 (Principal Financial Officer)
 
      /s/ GERALDINE N. HENCH               Vice President and Controller        March 21, 1997
-----------------------------------       (Principal Accounting Officer)
       (Geraldine N. Hench)
</TABLE>
 
                                       12
<PAGE>   14
 
                                  XICOR, INC.
 
                SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
 
<TABLE>
<CAPTION>
                                                 BALANCE AT     CHARGED TO                     BALANCE
                                                 BEGINNING      COSTS AND                      AT END
                  DESCRIPTION                    OF PERIOD       EXPENSES      DEDUCTIONS     OF PERIOD
-----------------------------------------------  ----------     ----------     ----------     ---------
<S>                                              <C>            <C>            <C>            <C>
Allowance for doubtful accounts:
  Year ended December 31, 1994.................   $ 500,000        $ --           $ --        $ 500,000
  Year ended December 31, 1995.................     500,000          --             --          500,000
  Year ended December 31, 1996.................     500,000          --             --          500,000
</TABLE>
 
                                       13
<PAGE>   15
                                EXHIBIT INDEX
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                           DESCRIPTION
------       -----------------------------------------------------------------------------------
<C>     <S>  <C>
  3.1   --   Amended and Restated Articles of Incorporation dated December 9, 1987 filed as
             Exhibit 3.1 with Form 10-K for the year ended December 31, 1987, is hereby
             incorporated by reference.
  3.2   --   By-laws, as amended to date, filed as Exhibit 3.2 with Form 10-K for the year ended
             December 31, 1987, is hereby incorporated by reference.
 10.1   --   Non-Qualified (Non-Incentive) and Incentive Stock Option Plan as amended as of
             December 31, 1987 filed as Exhibit 10.1 with Form 10-K for the year ended December
             31, 1987, is hereby incorporated by reference.
 10.1A  --   Amended and Restated Xicor, Inc. 1990 Incentive and Non-incentive Stock Option Plan
             filed as Exhibit 10.1A with Form 10-K for the year ended December 31, 1995, is
             hereby incorporated by reference.
 10.2   --   Lease dated July 2, 1980, Exhibit 13-E of the Exhibits filed with Form S-1
             Registration Statement, File No. 2-69109, is hereby incorporated by reference.
 10.2A  --   Amendment to lease dated July 2, 1980 filed as Exhibit 10.2A with Form 10-K for the
             year ended December 31, 1990, is hereby incorporated by reference.
 10.3   --   Lease dated November 23, 1983, Exhibit 1 of the Exhibits filed with Form 10-K for
             the year ended December 31, 1983, is hereby incorporated by reference.
 10.3A  --   Amendment to lease dated November 23, 1983 filed as Exhibit 10.3A with Form 10-K
             for the year ended December 31, 1990, is hereby incorporated by reference.
 10.4   --   Lease dated February 15, 1984, Exhibit 10(v) of the Exhibits filed with Form 10-K
             for the year ended December 31, 1984, is hereby incorporated by reference.
 10.4A  --   Amendment to lease dated February 15, 1984 filed as Exhibit 10.4A with Form 10-K
             for the year ended December 31, 1994, is herein incorporated by reference.
 10.6   --   Form of Indemnification Agreement entered into between Xicor, Inc. and each of its
             Officers and Directors filed as Exhibit 10.6A with Form 10-Q for the quarterly
             period ended June 30, 1996, is hereby incorporated by reference.
 10.7   --   Lingsen-Xicor Dedicated Production Agreement dated September 21, 1988 as amended on
             March 11, 1989, April 14, 1989 and September 8, 1989 filed as Exhibit 10.8 with
             Form 10-K for the year ended December 31, 1989, is hereby incorporated by
             reference.
 10.8   --   Loan and Security Agreement dated March 10, 1993 with CoastFed Business Credit
             Corporation filed as Exhibit 10.8 with Form 10-K for the year ended December 31,
             1992, is hereby incorporated by reference.
 10.8A  --   Extension Agreement to Loan and Security Agreement dated February 21, 1997 is filed
             herewith as Exhibit 10.8A.
 10.9   --   Xicor, Inc. 1995 Director Option Plan filed as Exhibit 10.9 with Form 10-K for the
             year ended December 31, 1995, is hereby incorporated by reference.
 11.1   --   Statement of Computation of Earnings Per Share.
 13.1   --   Pertinent pages of the 1996 Annual Report to Shareholders (to be deemed filed only
             to the extent required by the instructions to exhibits for reports on Form 10-K).
 21.    --   List of Subsidiaries.
 23.    --   Consent of Price Waterhouse LLP.
 24.    --   Powers of Attorney (included on the signature pages hereof).
 27.    --   Financial Data Schedule.
</TABLE>