<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                                 ---------------

                                    FORM 10-Q

[x]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                  For the quarterly period ended April 2, 2000

                                       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)

               California                                   94-2526781
    (State or other jurisdiction of                       (I.R.S.Employer
     incorporation or organization)                      Identification No.)

1511 Buckeye Drive, Milpitas, California                       95035
(Address of principal executive offices)                     (Zip Code)

       Registrant's telephone number, including area code: (408) 432-8888

        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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.


                           Yes   x     No
                              -------     -------


                  NUMBER OF SHARES OUTSTANDING AT APRIL 2, 2000
                                   21,110,735



<PAGE>   2

                                   XICOR, INC.

                                    FORM 10-Q

                           QUARTER ENDED APRIL 2, 2000



                                      INDEX




<TABLE>
<CAPTION>
                                                                                              PAGE
                                                                                              ----
<S>                                                                                           <C>
PART I:       FINANCIAL INFORMATION

              ITEM 1.   FINANCIAL STATEMENTS

                        Consolidated Balance Sheets at April 2, 2000                             1
                        and December 31, 1999

                        Consolidated Statements of Operations for the three                      2
                        months ended April 2, 2000 and April 4, 1999

                        Consolidated Statements of Cash Flows for the three                      3
                        months ended April 2, 2000 and April 4, 1999

                        Notes to Consolidated Financial Information                              4

              ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL                        5
                        CONDITION AND RESULTS OF OPERATIONS


PART II:      OTHER INFORMATION

              ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                                        18

SIGNATURES                                                                                      18
</TABLE>



                                       -I-


<PAGE>   3

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS



                                   XICOR, INC.
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS



<TABLE>
<CAPTION>
                                                               April 2,             December 31,
                                                                 2000                   1999
                                                            -------------           -------------
                                                             (Unaudited)
<S>                                                         <C>                     <C>
Current assets:
    Cash and cash equivalents                               $  25,779,000           $  22,233,000
    Accounts receivable                                        12,008,000               8,508,000
    Inventories                                                11,058,000              13,003,000
    Prepaid expenses and other current assets                     445,000                 380,000
                                                            -------------           -------------
               Total current assets                            49,290,000              44,124,000

Property, plant and equipment,
    at cost less accumulated depreciation                       8,726,000               8,835,000
Other assets                                                    1,835,000               1,835,000
                                                            -------------           -------------
                                                            $  59,851,000           $  54,794,000
                                                            =============           =============


                              LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                        $   9,569,000           $   8,018,000
    Accrued expenses                                           14,086,000              14,343,000
    Deferred income on shipments to distributors               13,426,000              12,828,000
    Current portion of long-term obligations                    5,277,000               5,362,000
                                                            -------------           -------------
               Total current liabilities                       42,358,000              40,551,000
                                                            -------------           -------------

Long-term obligations                                           8,509,000               9,794,000
                                                            -------------           -------------

Shareholders' equity:
    Preferred stock; 5,000,000 shares authorized                       --                      --
    Common stock; 75,000,000 shares authorized;
      21,110,735 and 20,595,261 shares outstanding            130,517,000             129,005,000
    Accumulated deficit                                      (121,533,000)           (124,556,000)
                                                            -------------           -------------
                                                                8,984,000               4,449,000
                                                            -------------           -------------
                                                            $  59,851,000           $  54,794,000
                                                            =============           =============
</TABLE>


          See accompanying notes to consolidated financial information

                                       -1-
<PAGE>   4

                                   XICOR, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                        Three months ended
                                                ------------------------------------
                                                April 2, 2000          April 4, 1999
                                                -------------          -------------
<S>                                              <C>                    <C>
Net sales                                        $ 32,145,000           $ 25,656,000
Cost of sales                                      18,546,000             21,001,000
                                                 ------------           ------------
    Gross profit                                   13,599,000              4,655,000
                                                 ------------           ------------

Operating expenses:
    Research and development                        4,074,000              3,559,000
    Selling, general and administrative             6,395,000              5,262,000
                                                 ------------           ------------
                                                   10,469,000              8,821,000
                                                 ------------           ------------

Income (loss) from operations                       3,130,000             (4,166,000)
Interest expense                                     (265,000)              (392,000)
Interest income                                       317,000                161,000
                                                 ------------           ------------

Income (loss) before income taxes                   3,182,000             (4,397,000)
Provision for income taxes                            159,000                     --
                                                 ------------           ------------

Net income (loss)                                $  3,023,000           $ (4,397,000)
                                                 ============           ============

Net income (loss) per common share:
    Basic                                        $       0.14           $      (0.22)
                                                 ============           ============
    Diluted                                      $       0.13           $      (0.22)
                                                 ============           ============

Shares used in per share calculations:
    Basic                                          20,894,000             20,173,000
                                                 ============           ============
    Diluted                                        23,306,000             20,173,000
                                                 ============           ============
</TABLE>



          See accompanying notes to consolidated financial information


                                       -2-



<PAGE>   5
                                   XICOR, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                               Three Months Ended
                                                                      ------------------------------------
                                                                      April 2, 2000           April 4, 1999
                                                                      -------------           ------------
<S>                                                                    <C>                    <C>
Cash flows from operating activities:
  Net income (loss)                                                    $  3,023,000           $ (4,397,000)
  Adjustments to reconcile net income (loss) to cash provided
    by (used in) operating activities:
      Depreciation                                                          991,000              3,340,000
      Changes in assets and liabilities:
          Accounts receivable                                            (3,500,000)              (548,000)
          Inventories                                                     1,945,000              1,576,000
          Prepaid expenses and other current assets                         (65,000)               177,000
          Other assets                                                           --                 (2,000)
          Accounts payable and accrued expenses                           1,294,000             (1,246,000)
          Deferred income on shipments to distributors                      598,000                167,000
                                                                       ------------           ------------
Net cash provided by (used in) operating activities                       4,286,000               (933,000)
                                                                       ------------           ------------

Cash flows from investing activities:
  Investments in plant and equipment, net                                  (882,000)              (331,000)
                                                                       ------------           ------------
Net cash used in investing activities                                      (882,000)              (331,000)
                                                                       ------------           ------------

Cash flows from financing activities:
  Repayments of long-term obligations                                    (1,370,000)            (1,752,000)
  Net proceeds from sale of common stock                                  1,512,000                 96,000
                                                                       ------------           ------------
Net cash provided by (used in) financing activities                         142,000             (1,656,000)
                                                                       ------------           ------------

Increase (decrease) in cash and cash equivalents                          3,546,000             (2,920,000)
Cash and cash equivalents at beginning of year                           22,233,000             17,881,000
                                                                       ------------           ------------
Cash and cash equivalents at end of period                             $ 25,779,000           $ 14,961,000
                                                                       ============           ============

Supplemental information:
Cash paid during the year for:
  Interest expense                                                     $    263,000           $    397,000
  Income taxes                                                               31,000                  5,000
</TABLE>


          See accompanying notes to consolidated financial information

                                       -3-

<PAGE>   6

                                   XICOR, INC.
                   NOTES TO CONSOLIDATED FINANCIAL INFORMATION
                                   (Unaudited)



NOTE 1 - THE COMPANY:

        In the opinion of management, all adjustments necessary for a fair
statement of the results of the interim periods presented (consisting only of
normal recurring adjustments) have been included. These financial statements,
notes and analyses should be read in conjunction with Xicor's Annual Report on
Form 10-K for the year ended December 31, 1999 filed with the Securities and
Exchange Commission.

NOTE 2 - NET INCOME (LOSS) PER SHARE:

        Basic net income (loss) per share is computed using the weighted average
number of common shares outstanding. Diluted net income (loss) per share is
computed using the weighted average number of common shares and all dilutive
potential common shares outstanding. Options to purchase 2,324,425 shares of
common stock were outstanding at April 4, 1999, but were excluded from the
earnings per share (EPS) computation for the three months ended April 4, 1999 as
they were antidilutive.

NOTE 3 - COMPREHENSIVE INCOME (LOSS):

        The net income (loss) for the periods reported also approximated the
comprehensive net income (loss) for such periods.

NOTE 4 - BALANCE SHEET COMPONENTS:



<TABLE>
<CAPTION>
                                                   April 2,             December 31,
                                                     2000                  1999
                                                 ------------           ------------
<S>                                              <C>                    <C>
Inventories:
    Raw materials and supplies                   $    811,000           $  1,061,000
    Work in process                                 5,732,000              7,419,000
    Finished goods                                  4,515,000              4,523,000
                                                 ------------           ------------
                                                 $ 11,058,000           $ 13,003,000
                                                 ============           ============
Property, plant and equipment:
    Leasehold improvements                       $  2,582,000           $  2,582,000
    Equipment                                      42,910,000             42,485,000
    Furniture and fixtures                          1,343,000              1,343,000
    Construction in progress                        1,524,000              1,223,000
                                                 ------------           ------------
                                                   48,359,000             47,633,000
    Accumulated depreciation                      (39,633,000)           (38,798,000)
                                                 ------------           ------------
                                                 $  8,726,000           $  8,835,000
                                                 ============           ============
Accrued expenses:
    Accrued wages and employee benefits          $  3,694,000           $  3,907,000
    Accrued restructuring liabilities               6,249,000              6,289,000
    Other accrued expenses                          4,143,000              4,147,000
                                                 ------------           ------------
                                                 $ 14,086,000           $ 14,343,000
                                                 ============           ============
</TABLE>



                                       -4-
<PAGE>   7
Accounts receivable:

        Accounts receivable at April 2, 2000 and December 31, 1999 are presented
net of an allowance for doubtful accounts of $500,000.

Accrued restructuring costs:

        During 1998 Xicor began to revise its manufacturing and procurement
strategies to significantly increase outsourcing of wafer fabrication and
product testing to overseas subcontractors and to streamline operations.
Throughout 1999, products manufactured by the outside foundry comprised an
increasing proportion of Xicor's production and during the fourth quarter of
1999, two other foundries successfully produced initial wafers based on
specifications provided by Xicor. Since Xicor now had multiple third-party
locations able to produce its products, at significantly lower unit costs than
the Milpitas in-house facility, Xicor decided to close its Milpitas in-house
wafer fabrication facility and use third party foundries for all of Xicor's
wafer fabrication production. The decision to close the Milpitas facility was
approved by Xicor's Board of Directors in December 1999 and the production at
the Milpitas facility is expected to cease around the end of the summer of 2000.
Related reductions in workforce of approximately 200 employees, primarily in
manufacturing and related support groups, are planned to occur primarily in the
second half of 2000. The following table sets forth charges taken against the
accrual and the remaining restructuring accrual balance at April 2, 2000:


<TABLE>
<CAPTION>
                                                                  Restructuring Accrual
                                      ----------------------------------------------------------------------------
                                                                   Three Months Ended
                                                                     April 2, 2000
                                                            ---------------------------------
                                      December 31,                                                        April 2,
                                         1999                 Expense              Utilized                2000
                                      -----------           -----------           -----------          -----------
<S>                                   <C>                   <C>                   <C>                  <C>
Fab closure costs                     $ 3,555,000           $        --           $        --          $ 3,555,000
Employee severance and other            2,365,000                    --                40,000            2,325,000
Equipment lease costs                   1,484,000                    --                    --            1,484,000
Idle facilities charge                    878,000                    --                    --              878,000
                                      -----------           -----------           -----------          -----------
                                        8,282,000           $        --           $    40,000            8,242,000
                                                            ===========           ===========
Less:  long-term obligations           (1,993,000)                                                      (1,993,000)
                                      ===========                                                      ===========
                                      $ 6,289,000                                                      $ 6,249,000
                                      ===========                                                      ===========
</TABLE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

        The following discussion should be read in conjunction with the
accompanying Quarterly Financial Information and Notes thereto and Xicor's
Annual Report on Form 10-K for the year ended December 31, 1999. The results of
operations for the three months ended April 2, 2000 are not necessarily
indicative of results to be expected in future periods.



                                       -5-


<PAGE>   8

RESULTS OF OPERATIONS

        Sales for the three months ended April 2, 2000 increased 25% compared to
the comparable prior year quarter primarily due to increased unit shipments and
higher average selling prices. Sales of mixed signal products grew from
approximately 25% of sales in the first quarter of 1999 to 29% of sales in the
first quarter of 2000. Based on revenues to date in the second quarter combined
with an analysis of recent bookings, sales for the second quarter of 2000 are
currently projected to be flat or lower than during the first quarter of 2000.

        Gross profit as a percentage of sales improved from 18% in the first
quarter of 1999 to 42% in the first quarter of 2000. The gross profit percentage
improved each quarter in 1999 primarily due to product mix, more stable average
selling prices and a reduction in the overall average cost of products shipped
due to increased outsourcing and cost reductions at Xicor's in-house
manufacturing operations. Reduced depreciation expense due to the planned
closure of the Milpitas in-house wafer fabrication plant was the primary cause
of the sequential gross profit percentage improvement from 38% in the fourth
quarter of 1999 to 42% in the first quarter of 2000.

        Research and development expenses were 13% of sales in the three months
ended April 2, 2000 compared to 14% in the comparable prior year quarter.
Research and development expenses decreased as a percentage of sales primarily
due to higher sales. Research and development activities entail a high degree of
complexity of design and manufacturing process technology and consequently more
funds are expected to be invested in research and development in 2000 than were
invested in 1999.

        Selling, general and administrative expenses were 20% of sales for the
three months ended April 2, 2000 compared to 21% for the comparable prior year
quarter. Selling, general and administrative expenses declined as a percentage
of sales in 2000 primarily due to higher sales. In absolute dollars selling,
general and administrative expenses increased in the first quarter of 2000
compared to the first quarter of 1999 primarily due to higher commission expense
resulting from the significantly increased sales and to intensified sales and
marketing activities.

        Interest expense decreased in the three months ended April 2, 2000
compared to the comparable 1999 quarter due to normal principal payments of
outstanding lease debt.

        Interest income increased in the three months ended April 2, 2000
compared to the comparable prior year quarter due to an increase in the average
balance invested caused primarily by funds generated from operating activities
and employee stock plans in 1999 and the first quarter of 2000 and, to a lesser
extent, due to higher interest rates.

        The provision for income taxes for the first quarter of 2000 consisted
primarily of federal and state minimum taxes, which resulted from limitations on
the use of net operating loss carryforwards, and foreign taxes. No taxes were
provided in 1999 due to the net loss. Net



                                       -6-

<PAGE>   9

deferred tax assets of $54.5 million at December 31, 1999 remain fully reserved
because of the uncertainty regarding the ultimate realization of these assets.

LIQUIDITY AND CAPITAL RESOURCES

        During the three months ended April 2, 2000, Xicor generated $4.3
million of cash from operating activities and $1.5 million from employee stock
plans. Xicor used $1.4 million to repay long-term obligations and $0.9 million
for equipment purchases.

        During 2000 Xicor expects to use cash to fund costs associated with the
planned closure of the wafer fabrication plant, to repay long-term obligations
and purchase equipment and software. Capital expenditures for 2000 are currently
planned at approximately $6 million and are primarily related to product design,
information technology, product testing and leasehold improvements relating to
the planned move of certain operations to a smaller facility. At April 2, 2000,
Xicor had entered into commitments for equipment purchases aggregating less than
$1 million.

        Xicor has a line of credit agreement with a financial institution that
expires March 31, 2001, provides for borrowings of up to $7.5 million against
eligible accounts receivable and is secured by all of Xicor's assets. Interest
on borrowings is charged at the prime lending rate plus 2% and is payable
monthly. At April 2, 2000, the entire $7.5 million was available to Xicor based
on the eligible accounts receivable balances and the borrowing formulas. To
date, no amounts have been borrowed under this line of credit. At April 2, 2000,
$1.7 million of the line of credit was reserved to secure a standby letter of
credit. Management believes that currently available cash and the existing line
of credit facility will be adequate to support Xicor's operations for the next
twelve months.

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995

        This quarterly 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, including statements regarding Xicor's plan to
cease production at its Milpitas in-house wafer fabrication facility around the
end of the summer of 2000 with approximately 200 employees to be impacted by the
planned reduction in workforce, the projection of flat or lower sales in the
second quarter of 2000 compared to the first quarter of 2000, the projection
that the second quarter of 2000 will be profitable but that the profitability
will be below analyst expectations, the expectation of higher research and
development expenses in 2000, the expected manufacturing challenge in the third
quarter of 2000, and the expectation that sufficient cash, working capital, and
credit will be available to support operations for the next twelve months,
including costs associated with the planned closure of the wafer fabrication
plant, repayment of long-term obligations and the purchase of equipment,
software and leasehold improvements. Except for historical information, the
matters discussed in this quarterly report are forward-looking statements that
are subject to certain risks and uncertainties that could cause the actual
results to differ materially from those projected. Factors that could cause
actual results to differ materially include the following;


                                       -7-




<PAGE>   10

general economic conditions and conditions specific to the semiconductor
industry; fluctuations in customer demand, including loss of key customers,
order cancellations or reduced bookings; product mix; competitive factors such
as pricing pressures on existing products and the timing and market acceptance
of new product introductions (both by Xicor and its competitors); Xicor's
ability to have available an appropriate amount of low cost foundry production
capacity in a timely manner; our foundry partners' timely ability to
successfully manufacture products for Xicor using Xicor's proprietary
technology; any disruptions of our foundry relationships; manufacturing
efficiencies; the ability to continue effective cost reductions; currency
fluctuations; the timely development and introduction of new products and
submicron processes, and the risk factors listed from time to time in Xicor's
SEC reports, including but not limited to the "Factors Affecting Future Results"
section following and Part I, Item 1. of Xicor's Annual Report on Form 10-K for
the year ended December 31,1999. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
hereof. Xicor undertakes no obligation to publicly release or otherwise disclose
the result of any revision to these forward-looking statements that may be made
as a result of events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.

FACTORS AFFECTING FUTURE RESULTS

OUR OPERATING RESULTS FLUCTUATE SIGNIFICANTLY, AND AN UNANTICIPATED DECLINE IN
REVENUE MAY DISAPPOINT SECURITIES ANALYSTS OR INVESTORS AND RESULT IN A DECLINE
IN OUR STOCK PRICE. THE RISKS DESCRIBED BELOW ARE NOT THE ONLY ONES FACING OUR
COMPANY. ADDITIONAL RISKS NOT PRESENTLY KNOWN TO US OR THAT WE CURRENTLY BELIEVE
ARE NOT MATERIAL MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. WE RECENTLY ANNOUNCED
THAT AFTER A REVIEW OF THE REVENUES FOR THE FIRST MONTH OF THE SECOND QUARTER
ENDING JULY 2, 2000 COMBINED WITH AN ANALYSIS OF RECENT BOOKINGS, REVENUES FOR
THE SECOND QUARTER OF 2000 WILL MOST LIKELY BE FLAT OR LOWER THAN DURING THE
FIRST QUARTER OF 2000 AND ALTHOUGH WE EXPECT THE QUARTER TO BE PROFITABLE, THE
PROFITABILITY WILL BE BELOW ANALYST EXPECTATIONS. FURTHER, THE BOOKINGS FOR THE
THIRD QUARTER OF 2000 SHIPMENTS INCLUDE A LARGE QUANTITY OF LOW DENSITY SERIAL
EEPROMS WHICH PRESENTS A MANUFACTURING CHALLENGE.

The level of revenues in any one quarter is impacted by orders received during
that quarter for same quarter shipments as well as orders previously scheduled
to ship in that quarter. Although total bookings have increased during the year,
so far during the second quarter of 2000 the percentage of bookings for same
quarter shipments has been lower than projected. In addition, two key customers
recently requested us to delay our shipments to them.

You should not use our past financial performance to predict future operating
results. We have incurred net losses for the past three fiscal years. Our recent
quarterly and annual operating results




                                       -8-


<PAGE>   11

have fluctuated, and will continue to fluctuate, due to the following factors,
all of which are difficult to forecast and many of which are out of our control:

-       the cyclical nature of both the semiconductor industry and the markets
        addressed by our products;

-       competitive pricing pressures and related changes in selling prices;

-       new product announcements and introductions for competing products by us
        or our competitors;

-       market acceptance and subsequent design-in of new products;

-       unpredictability of changes in demand for, or in the mix of, our
        products;

-       the timing of significant orders including the fact that the sales level
        in any specific quarter depends significantly on orders received during
        that quarter;

-       the gain or loss of significant customers;

-       the availability, timely deliverability and cost of wafers and other
        materials from our suppliers;

-       fluctuations in manufacturing yields and significant yield losses which
        affect our ability to fulfill orders;

-       product obsolescence;

-       lower of cost or market inventory adjustments;

-       changes in the channels through which our products are distributed;

-       exchange rate fluctuations;

-       general economic, political and environmental-related conditions, such
        as natural disasters;

-       difficulties in forecasting, planning and management of inventory
        levels; and

-       unanticipated research and development expenses associated with new
        product introductions.

BECAUSE A SMALL NUMBER OF CUSTOMERS HAVE ACCOUNTED FOR A SUBSTANTIAL PORTION OF
OUR SALES, OUR SALES COULD DECLINE SIGNIFICANTLY DUE TO THE LOSS OF ONE OF
THESE CUSTOMERS.

During 1999, 25% of our sales came from two customers. One distributor
accounted for 14% of our sales and one OEM customer accounted for 11% of our
sales. Distributors are not themselves end users, but rather serve as a
channel of sale to many end users of our products. If we were to lose either of
these customers or experience any substantial reduction in orders from these
customers, our sales and operating results could suffer. In addition, the
composition of our major customer base changes from year to year as the market
demand for our customers' products change.

WE DO NOT TYPICALLY ENTER INTO LONG-TERM CONTRACTS WITH OUR CUSTOMERS AND THE
LOSS OF A MAJOR CUSTOMER COULD SERIOUSLY HARM OUR BUSINESS.

We do not typically enter into long-term contracts with our customers, and we
cannot be certain as to future order levels from our customers. When we do enter
into a long-term contract, the contract is generally terminable at the
convenience of the customer. An early termination or delay


                                       -9-


<PAGE>   12


in shipments by one of our major customers would harm our financial results as
it is unlikely that we would be able to rapidly replace that revenue source.

OUR BACKLOG MAY NOT RESULT IN FUTURE REVENUE, WHICH WOULD SERIOUSLY HARM OUR
BUSINESS.

Due to possible customer changes in delivery schedules and cancellations of
orders, our backlog at any particular date is not necessarily indicative of
actual sales for any succeeding period. A reduction of backlog during any
particular period, or the failure of our backlog to result in future revenue,
could harm our business.

WE ARE IN THE PROCESS OF SHIFTING OUR MANUFACTURING STRATEGY TO A FABLESS
BUSINESS MODEL AND WILL DEPEND ON A LIMITED NUMBER OF FOREIGN FOUNDRIES TO
MANUFACTURE OUR PRODUCTS. THESE FOUNDRIES MAY NOT BE ABLE TO SATISFY OUR
MANUFACTURING REQUIREMENTS, WHICH COULD CAUSE OUR SALES TO DECLINE.

We plan to outsource all of our manufacturing during the second half of 2000
with the exception of limited testing activities. During 1999, substantially all
of our wafers were manufactured at our wafer fabrication plant in Milpitas,
California or Yamaha Corporation in Japan. During 2000 we plan to close our
wafer fabrication plant in Milpitas and ramp up manufacturing at two additional
wafer foundries, Sanyo in Japan and ZMD in Germany. If these suppliers fail to
satisfy our requirements on a timely basis and at competitive prices we could
suffer manufacturing delays, a possible loss of sales and higher than
anticipated costs of sales, any of which could seriously harm our operating
results.

As Xicor shifts manufacturing of existing products to subcontractors, certain
customers will requalify such products prior to accepting delivery. Delays in
customer qualification schedules or lack of qualification of such products could
result in the loss of sales which could seriously harm our operating results.

WE COULD EXPERIENCE PROBLEMS IN THE MANUFACTURING PROCESS AT OUR WAFER
FABRICATION PLANT PRIOR TO CLOSURE WHICH WOULD IMPACT THE SUPPLY OF VARIOUS
PRODUCTS, INCLUDING THOSE BUILT ON AN OLD PROCESS WHICH WILL NOT BE INSTALLED AT
THE FOUNDRIES, WHICH WE PLAN TO MANUFACTURE AND CAUSE OUR SALES TO DECLINE
AND COSTS TO INCREASE.

Through the end of the summer of 2000, we plan to manufacture wafers at our
wafer fabrication plant in Milpitas, California to produce sufficient inventory
levels of certain products to prevent delays in meeting customer demands as the
foundries ramp up the production of our products. Manufacturing problems during
the final months of operations of the facility would reduce yields and increase
costs. Due to the complex nature of the manufacturing process, some
manufacturing


                                      -10-


<PAGE>   13


problems may not be detected until the products are near completion. Significant
yield loss could affect our ability to fulfill orders and result in reduced
sales and gross margins.

OUR FUTURE SUCCESS DEPENDS IN PART ON THE CONTINUED SERVICES OF OUR KEY DESIGN,
ENGINEERING, SALES, MARKETING AND EXECUTIVE PERSONNEL AND OUR ABILITY TO
IDENTIFY, RECRUIT AND RETAIN PERSONNEL.

There is intense competition for qualified personnel in the semiconductor
industry, in particular for the highly skilled engineers involved in the
development of our products. Competition is especially intense in Silicon
Valley, where our design, research and development, and corporate headquarters
are located. We may not be able to continue to attract and retain engineers or
other qualified personnel necessary for the development of our business or to
replace engineers or other qualified personnel who may leave our employ in the
future. The failure to recruit and retain key design engineers or other
technical and management personnel could harm our business. We are currently
beginning the search process for an individual to fill the position of President
and Chief Executive Officer. Our future success depends in part on filling this
position.

OUR COST OF SALES MAY INCREASE IF WE ARE REQUIRED TO PURCHASE ADDITIONAL
MANUFACTURING CAPACITY IN THE FUTURE.

To obtain additional manufacturing capacity, we may be required to make
deposits, equipment purchases, loans, enter into joint ventures, equity
investments or technology licenses in or with wafer fabrication companies. These
transactions could involve a commitment of substantial amounts of our capital
and technology licenses in return for production capacity. We may be required to
seek additional debt or equity financing in order to secure this capacity and we
may not be able to obtain such financing.

IF OUR FOUNDRIES FAIL TO ACHIEVE ACCEPTABLE WAFER MANUFACTURING YIELDS, WE WILL
EXPERIENCE HIGHER COSTS OF SALES AND REDUCED PRODUCT AVAILABILITY.

The fabrication of our products requires wafers to be produced in a highly
controlled and ultra-clean environment. Semiconductor foundries that supply our
wafers have at times experienced problems achieving acceptable wafer
manufacturing yields. Semiconductor manufacturing yields are a function of both
design technology and manufacturing process technology. Low yields may result
from marginal designs or manufacturing process drifts. Yield problems may not be
identified until the wafers are well into the production process, which often
makes these problems difficult, time consuming and costly to correct or replace.
Furthermore, we rely on independent foreign foundries for our wafers which
increases the effort and time required to identify, communicate and resolve
manufacturing yield problems. If our foundries fail to achieve acceptable
manufacturing yields, we will experience higher costs of sales and reduced
product availability, which would harm our operating results.



                                      -11-


<PAGE>   14

OUR DEPENDENCE ON THIRD-PARTY SUBCONTRACTORS TO SORT, ASSEMBLE AND TEST OUR
PRODUCTS AND SHIP OUR PRODUCTS TO CUSTOMERS SUBJECTS US TO A NUMBER OF RISKS,
INCLUDING AN INADEQUATE SUPPLY OF PRODUCTS AND HIGHER COSTS OF MATERIALS.

We depend on independent subcontractors to sort, assemble and test our products
and ship our products to customers. Our reliance on these subcontractors
involves the following significant risks:

-       reduced control over delivery schedules and quality;

-       the potential lack of adequate capacity during periods of strong demand;

-       difficulties selecting and integrating new subcontractors;

-       limited warranties by subcontractors on products supplied to us; and

-       potential increases in prices due to capacity shortages and other
        factors.

These risks may lead to increased costs, delayed product delivery or loss of
competitive advantage, which would harm our profitability and customer
relationships.

OUR OPERATING EXPENSES ARE RELATIVELY FIXED, AND WE ORDER MATERIALS IN ADVANCE
OF ANTICIPATED CUSTOMER DEMAND. THEREFORE, WE HAVE LIMITED ABILITY TO REDUCE
EXPENSES QUICKLY IN RESPONSE TO ANY REVENUE SHORTFALLS.

Our operating expenses are relatively fixed, and we therefore have limited
ability to reduce expenses quickly in response to any revenue shortfalls.
Consequently, our operating results will be harmed if our sales do not meet
our revenue projections. We may experience revenue shortfalls for the following
reasons:

-       significant pricing pressures that occur because of declines in selling
        prices over the life of a product;

-       sudden shortages of raw materials or fabrication, sort, test or assembly
        capacity constraints that lead our suppliers to allocate available
        supplies or capacity to other customers which, in turn, harm our ability
        to meet our sales obligations; and

-       the reduction, rescheduling or cancellation of customer orders.

In addition, we typically plan our production and inventory levels based on
internal forecasts of customer demand, which are highly unpredictable and can
fluctuate substantially. From time to time, in response to anticipated long lead
times to obtain inventory and materials from our outside suppliers and
foundries, we may order materials and produce finished products in advance of
anticipated customer demand. This advance ordering and production may result in
excess inventory levels or unanticipated inventory write-downs if expected
orders fail to materialize.

BECAUSE OUR PRODUCTS TYPICALLY HAVE LENGTHY SALES CYCLES, WE MAY EXPERIENCE
SUBSTANTIAL DELAYS BETWEEN INCURRING EXPENSES RELATED TO RESEARCH AND
DEVELOPMENT AND THE GENERATION OF SALES.


                                      -12-



<PAGE>   15

Due to the length of the product design-in cycle we usually require more than
nine months to realize volume shipments after a customer first samples our
product. We first work with customers to achieve a design win, which may take
three months or longer. Our customers then complete the design, testing and
evaluation process and begin to ramp up production, a period which typically
lasts an additional six months or longer. As a result, a significant period of
time may elapse between our research and development efforts and our realization
of revenue, if any, from volume purchasing of our products by our customers.

WE FACE INTENSE COMPETITION FROM COMPANIES WITH SIGNIFICANTLY GREATER FINANCIAL,
TECHNICAL AND MARKETING RESOURCES THAT COULD ADVERSELY AFFECT OUR ABILITY TO
INCREASE SALES OF OUR PRODUCTS.

We compete with major domestic and international semiconductor companies such as
Atmel Corporation, ST Microelectronics, Dallas Semiconductor, Maxim and Texas
Instruments, all of whom have substantially greater financial, technical,
marketing, distribution, and other resources than we do. Many of our competitors
have their own facilities for the production of semiconductor components and
have recently added significant capacity for such production. In addition, we
may in the future experience direct competition from our foundry partners. Some
of our foundry partners have the right to fabricate certain products based on
our process technology and co-developed circuit design, and to sell such
products worldwide.

OUR MARKETS ARE SUBJECT TO RAPID TECHNOLOGICAL CHANGE AND, THEREFORE, OUR
SUCCESS DEPENDS ON OUR ABILITY TO DEVELOP AND INTRODUCE NEW PRODUCTS.

The markets for our products are characterized by:

-       rapidly changing technologies;

-       evolving and competing industry standards;

-       changing customer needs;

-       frequent new product introductions and enhancements;

-       increased integration with other functions; and

-       rapid product obsolescence.

To develop new products for our target markets, we must develop, gain access to
and use leading technologies in a cost-effective and timely manner and continue
to expand our technical and design expertise. In addition, we must have our
products designed into our customers' future products and maintain close working
relationships with key customers in order to develop new products that meet
their rapidly changing needs.

Products for communications applications are based on continually evolving
industry standards. Our ability to compete will depend on our ability to
identify and ensure compliance with these industry standards. As a result, we
could be required to invest significant time and effort and incur significant
expense to redesign our products to ensure compliance with relevant standards.



                                      -13-


<PAGE>   16

We cannot assure you that we will be able to identify new product opportunities
successfully, develop and bring to market new products at competitive costs,
achieve design wins or respond effectively to new technological changes or
product announcements by our competitors. Furthermore, we may not be successful
in developing or using new technologies or in developing new products or product
enhancements that achieve market acceptance. Our pursuit of necessary
technological advances may require substantial time and expense. Failure in any
of these areas could harm our operating results.

OUR ABILITY TO COMPETE SUCCESSFULLY WILL DEPEND, IN PART, ON OUR ABILITY TO
PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, WHICH WE MAY NOT BE ABLE TO DO
SUCCESSFULLY.

We rely on a combination of patents, trade secrets, copyright and mask work
production laws and rights, nondisclosure agreements and other contractual
provisions and technical measures to protect our intellectual property rights.
Policing unauthorized use of our products, however, is difficult, especially in
foreign countries. Litigation may be necessary in the future to enforce our
intellectual property rights, to protect our trade secrets, to determine the
validity and scope of the proprietary rights of others, or to defend against
claims of infringement or invalidity. Litigation could result in substantial
costs and diversion of resources and could harm our business, operating results
and financial condition regardless of the outcome of the litigation.

We hold 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, patents granted or pending may not provide us with
any meaningful protection. Our operating results could be seriously harmed by
the failure to be able to protect our intellectual property.

IF WE ARE ACCUSED OF INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF OTHER
PARTIES, WE MAY BECOME SUBJECT TO TIME-CONSUMING AND COSTLY LITIGATION. IF WE
LOSE OR SETTLE CLAIMS, WE COULD SUFFER A SIGNIFICANT IMPACT ON OUR BUSINESS AND
BE FORCED TO PAY DAMAGES.

Third parties have and may continue to assert that our products infringe their
proprietary rights, or may assert claims for indemnification resulting from
infringement claims against us. Any such claims may cause us to delay or cancel
shipment of our products or pay damages that could seriously harm our business,
financial condition and results of operations. In addition, irrespective of the
validity or the successful assertion of such claims, we could incur significant
costs in defending against such claims.

We have received notices claiming infringement of patents from several
semiconductor manufacturers with respect to certain aspects of our processes and
devices and these matters are under investigation and review. Although patent
holders typically offer licenses and we have entered into such license
agreements, we may not be able to obtain licenses on acceptable terms, and
disputes may not be resolved without costly litigation.



                                      -14-



<PAGE>   17

OUR BUSINESS MAY SUFFER DUE TO RISKS ASSOCIATED WITH INTERNATIONAL SALES AND
OPERATIONS.

Our international sales accounted for approximately 56% of sales in 1999; 46%
in 1998; and 44% in 1997. Our international business activities are subject to
a number of risks, any of which could impose unexpected costs on us that would
have an adverse effect on our operating results. These risks include:

-       difficulties in complying with regulatory requirements and standards;

-       tariffs and other trade barriers;

-       costs and risks of localizing products for foreign countries;

-       severe currency fluctuation and economic deflation;

-       reliance on third parties to distribute our products;

-       longer accounts receivable payment cycles;

-       potentially adverse tax consequences; and

-       burdens of complying with a wide variety of foreign laws.

IF AN EARTHQUAKE OR OTHER NATURAL DISASTER STRIKES OUR MANUFACTURING FACILITY OR
THOSE OF OUR FOUNDRIES OR OTHER MANUFACTURING SUBCONTRACTORS, WE WOULD BE UNABLE
TO MANUFACTURE OUR PRODUCTS FOR A SUBSTANTIAL AMOUNT OF TIME AND WE WOULD
EXPERIENCE LOST SALES.

Our corporate headquarters are located in California near major earthquake
faults. In addition, some of our foundries and suppliers are located near fault
lines. In the event of a major earthquake or other natural disaster near our
headquarters, our operations could be harmed.

Similarly, a major earthquake or other natural disaster near one or more of our
major manufacturing subcontractors could disrupt the operations of those
subcontractors, which could limit the supply of our products and harm our
business. Xicor has been unable to obtain earthquake insurance at reasonable
costs and limits.

WE MAY REQUIRE ADDITIONAL CAPITAL IN ORDER TO BRING NEW PRODUCTS TO MARKET, AND
THE ISSUANCE OF NEW EQUITY SECURITIES WILL DILUTE YOUR INVESTMENT IN OUR COMMON
STOCK.

To implement our strategy of diversified product offerings, we need to bring new
products to market. Bringing new products to market and ramping up production
requires significant working capital. We have in place a credit agreement with
Coast Business Credit Corporation to provide up to $7.5 million of additional
capital to support potential ongoing working capital requirements. We may need
to borrow under this credit facility at some time. We may also sell additional
shares of our stock or seek additional borrowings or outside capital infusions.
We cannot assure you that such financing options will be available on terms
acceptable to us, if at all. In addition, if we issue shares of our common
stock, our shareholders will experience dilution with respect to their
investment.



                                      -15-


<PAGE>   18

WE DEPEND ON MANUFACTURERS' REPRESENTATIVES AND DISTRIBUTORS TO GENERATE A
MAJORITY OF OUR SALES.

We rely on manufacturers' representatives and distributors to sell our products
and these entities could discontinue selling our products at any time. The loss
of any significant manufacturers' representative or distributor could seriously
harm our operating results by impairing our ability to sell our products.

THE SELLING PRICES FOR OUR PRODUCTS ARE VOLATILE AND HAVE HISTORICALLY DECLINED
OVER THE LIFE OF A PRODUCT. IN ADDITION, THE CYCLICAL NATURE OF THE
SEMICONDUCTOR INDUSTRY COULD CREATE FLUCTUATIONS IN OUR OPERATING RESULTS, AS WE
EXPERIENCED IN 1997 AND 1998.

The semiconductor industry has historically been cyclical, characterized by wide
fluctuations in product supply and demand. From time to time, the industry has
also experienced significant downturns, often in connection with, or in
anticipation of, maturing product cycles and declines in general economic
conditions. Downturns of this type occurred in 1997 and 1998. These downturns
have been characterized by diminished product demand, production over-capacity
and accelerated decline of average selling prices, and in some cases have lasted
for more than a year. Our continued success depends in large part on the
continued growth of various electronics industries that use semiconductors,
including manufacturers of computers, telecommunications equipment, automotive
electronics, industrial controls, consumer electronics, data networking and
military equipment, and a better supply and demand balance within the industry.
Our business could be harmed in the future by cyclical conditions in the
semiconductor industry or by slower growth in any of the markets served by our
customer products.

IF WE DID NOT ADEQUATELY PREPARE FOR THE TRANSITION TO THE YEAR 2000, OUR
BUSINESS COULD BE HARMED.

Xicor uses a significant number of computer software programs and operating
systems and intelligent hardware devices in its internal operations, including
information technology (IT) systems and non-IT systems used in the design,
manufacture and marketing of company products. Xicor completed all Year 2000
readiness work and to date has not experienced disruption in its business
related to the Year 2000 issue. However, Xicor cannot provide any assurance that
no Year 2000 issues will impact its IT and non-IT systems or other aspects of
its business in the future. Xicor's key suppliers have not experienced major
disruptions in their businesses related to the Year 2000 issue. However, Xicor
cannot provide any assurance that no Year 2000 issue will affect our suppliers
in the future.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Xicor does not use derivative financial instruments in its investment portfolio.
Xicor has an investment portfolio of fixed income securities that are classified
as "held-to-maturity securities".


                                      -16-


<PAGE>   19


These securities, like all fixed income instruments, are subject to interest
rate risk and will fall in value if market interest rates increase. Xicor
attempts to limit this exposure by investing primarily in short-term securities.
Due to the short duration and conservative nature of Xicor's investment
portfolio a movement of 10% by market interest rates would not have a material
impact on Xicor's operating results and the total value of the portfolio over
the next fiscal year.

Xicor is exposed to risks associated with foreign exchange rate fluctuations due
to our international manufacturing and sales activities. Xicor generally has not
hedged currency exposures. These exposures may change over time as business
practices evolve and could negatively impact our operating results and financial
condition. All of our sales are denominated in U.S. dollars. An increase in the
value of the U.S. dollar relative to foreign currencies could make our products
more expensive and therefore reduce the demand for our products. Such a decline
in the demand could reduce sales and/or result in operating losses.




                                      -17-

<PAGE>   20

PART II: OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a)     Exhibits:

        10.5    Lease dated March 24, 2000 is filed herewith as Exhibit 10.5

        27      Financial Data Schedule

(b)     Reports on Form 8-K:

        No reports on Form 8-K were filed with the Securities and Exchange
        Commission during the quarter ended April 2, 2000.


                                   SIGNATURES

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



                                             XICOR, INC., a
                                             California Corporation



                                         By /s/ Raphael Klein
                                            -----------------------------------
                                                Raphael Klein
                                                Chief Executive Officer
                                                (Principal Executive Officer)


                                         By /s/ Geraldine N. Hench
                                            -----------------------------------
                                                 Geraldine N. Hench
                                                 Vice President, Finance
                                                 (Principal Financial Officer)


Date:  May 15, 2000




                                      -18-