<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Pericom Semiconductor Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
[LOGO OF PERICOM]
PERICOM SEMICONDUCTOR CORPORATION
2380 BERING DRIVE
SAN JOSE, CA 95131
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 8, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Pericom
Semiconductor Corporation (the "Company") will be held on December 8, 1998 at
3:00 p.m., California time, at the Westin Santa Clara, 5101 Great America
Parkway, Santa Clara, California 95054, for the following purposes:
1. To elect four directors of the Company to serve for the ensuing year and
until their successors are elected and qualified.
2. To ratify and approve the appointment of Deloitte & Touche LLP as the
independent auditors for the Company for the fiscal year ending June 30,
1999.
3. To transact such other business as may properly come before the meeting.
The foregoing items of business, including the nominees for directors, are
more fully described in the Proxy Statement which is attached and made a part
hereof.
Shareholders of record at the close of business on October 20, 1998 are
entitled to vote at the Annual Meeting.
FOR THE BOARD OF DIRECTORS
John Chi-Hung Hui, Ph.D.
Vice President, Technology and
Secretary
San Jose, California
October 29, 1998
YOUR VOTE IS IMPORTANT
TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO MARK, SIGN,
DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE
ACCOMPANYING ENVELOPE. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON
EVEN IF YOU RETURNED A PROXY.
<PAGE>
PERICOM SEMICONDUCTOR CORPORATION
PROXY STATEMENT
GENERAL
The enclosed proxy is solicited by Pericom Semiconductor Corporation (the
"Company") on behalf of its Board of Directors for use at the Annual Meeting
of Shareholders to be held on December 8, 1998 at 3:00 p.m., California time
(the "Annual Meeting"), or at any adjournment or postponement thereof. The
Annual Meeting will be held at the Westin Santa Clara, 5101 Great America
Parkway, Santa Clara, California 95054.
This Proxy Statement, the form of proxy, and the Company's 1998 Annual
Report are first being mailed to shareholders on or about October 29, 1998.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company (to the
attention of John Chi-Hung Hui, Ph.D., Vice President, Technology and
Secretary) a written notice of revocation or a duly executed proxy bearing a
later date or by attending the meeting and voting in person.
RECORD DATE, SHARE OWNERSHIP AND QUORUM
Shareholders of record at the close of business on October 20, 1998 are
entitled to vote at the Annual Meeting. At the record date, 9,331,699 shares
of the Company's Common Stock, no par value (the "Common Stock") were issued
and outstanding. The presence of a majority of these shares of Common Stock
will constitute a quorum for the transaction of business at the Annual
Meeting.
VOTING AND SOLICITATION
Each share outstanding on the record date is entitled to one vote. Under the
cumulative voting provisions in the Company's Bylaws, each shareholder may
cast for a single nominee for director, or distribute among up to six
nominees, a number of votes equal to six multiplied by the number of shares
held by such shareholder. However, cumulative voting will not be available
unless, at the meeting, at least one shareholder has given notice of his
intention to cumulate votes prior to the voting, and will apply only to those
candidates whose names have been placed in nomination prior to the voting.
The costs of soliciting proxies will be borne by the Company. Proxies may be
solicited by certain of the Company's directors, officers and regular
employees, without additional compensation, in person or by telephone or
telegram.
An automated system administered by the Company's transfer agent will
tabulate votes cast by proxy at the Annual Meeting and an officer of the
Company will tabulate votes cast in person. Abstentions and broker non-votes
are each included in the determination of the number of shares present and
voting, and each is tabulated separately. In determining whether a proposal
has been approved or a nominee has been elected as a director, abstentions are
counted as votes against a proposal or nominee and broker non-votes are not
counted as votes for or against a proposal or nominee.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") a shareholder proposal must be received by the Company no
later than July 1, 1999 to be considered timely for inclusion in the proxy
statement for the 1999 Annual Meeting.
If a shareholder intends to present a proposal at the 1999 Annual Meeting
which proposal is submitted outside the requirements of Rule 14a-8 under the
Exchange Act, and does not notify the Company of such proposal on or before
September 14, 1999, then management proxies will be permitted to use their
discretionary voting authority to vote on the proposal if the proposal is
raised at the 1999 Annual Meeting of Shareholders.
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
As set by the Board of Directors (the "Board" or "Board of Directors")
pursuant to the Bylaws of the Company, the authorized number of directors is
currently set at four. Four directors will be elected at the Annual Meeting.
The four nominees receiving the highest number of affirmative votes will be
elected as directors. Unless otherwise instructed, the proxy holders will vote
the proxies they receive for the four nominees of the Board of Directors named
below. In the event that any nominee of the Board is unable or declines to
serve as a director at the time of the Annual Meeting, the proxies will be
voted for any nominee designated by the present Board of Directors to fill the
vacancy. It is not expected that any nominee will be unable or will decline to
serve as a director. In the event that additional persons are nominated for
election as directors, the proxy holders intend to vote all proxies received
by them in such a manner in accordance with cumulative voting as will assure
the election of as many of the nominees listed below as possible, with any
required selection among such nominees to be determined by the proxy holders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED BELOW.
<TABLE>
<CAPTION>
DIRECTOR
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION SINCE
--------------- --- -------------------- --------
<S> <C> <C> <C>
Alex Chi-Ming Hui....... 42 Chief Executive Officer, President and Director 1990
Chi-Hung (John) Hui,
Ph.D. ................. 43 Vice President, Technology and Director 1990
Tay Thiam Song.......... 43 Director 1992
Jeffrey Young........... 49 Director 1995
</TABLE>
The term of office of each person elected as a director will continue until
the next Annual Meeting of Shareholders or until his successor has been
elected and qualified.
Mr. Alex Chi-Ming Hui has been President, Chief Executive Officer and a
member of the Board of Directors of the Company since its inception in June
1990. From August 1982 to May 1990, Mr. Hui was employed by LSI Logic, most
recently as its Director of Advanced Development. From August 1980 to July
1982, Mr. Hui was a member of the technical staff of Hewlett-Packard Company.
Mr. Hui holds a B.S.E.E. from the Massachusetts Institute of Technology and an
M.S.E.E. from the University of California at Los Angeles.
Dr. Chi-Hung (John) Hui has been Vice President, Technology and a member of
the Board of Directors of the Company since its inception in June 1990. From
August 1987 to June 1990, Dr. Hui was employed by Integrated Device
Technology, most recently as Manager of its Research and Development
Department. From August 1984 to August 1987, Dr. Hui was a member of the
technical staff of Hewlett-Packard Company. Dr. Hui holds a B.S.E.E. from
Cornell University and an M.S.E.E. and a Ph.D. in Electrical Engineering from
the University of California at Berkeley.
Mr. Tay Thiam Song has been a member of the Board of Directors since June
1992. Mr. Tay resides in Singapore, and, since 1985, has been serving as the
Executive Director of various companies in Singapore and Malaysia, including
Daiman Group (a Malaysian public company) and Chye Seng Tannery (Pte) Ltd. Mr.
Tay holds a B.A. from the North East London Polytechnic University.
Mr. Jeffrey Young has been a member of the Board of Directors since August
1995. Since 1988, Mr. Young has been a resident of Singapore and has served as
the Executive Director of Daiman Roof Tiles Sdn. Bhd., a subsidiary of the
Daiman Group, and Great Wall Brick Work Sdn. Bhd., and as a Director of Daiman
Singapore (Pte) Ltd., Teletel System (Pte) Ltd. and Daiman Investments
(Australia) Pty. Ltd. Mr. Young holds a B.S. from the Electronic College of
Canton, People's Republic of China.
2
<PAGE>
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held four meetings during 1998. During
the last fiscal year, each incumbent director attended every meeting of the
Board of Directors and its committees on which he served that were held during
the period in which he was a director. The Board of Directors has an Audit
Committee and a Compensation Committee.
During 1998, Dr. Hui and Messrs. Tay and Young served on the Audit
Committee. The Audit Committee held one meeting during 1998. The Audit
Committee's duties are to review the results and scope of the annual audit and
other services provided by the Company's independent auditors, review and
evaluate the Company's internal control functions and monitor transactions
between the Company and its employees, officers and directors.
During 1998, Messrs. Tay and Young served on the Compensation Committee. The
Compensation Committee held one meeting during 1998. The Compensation
Committee administers the Company's 1995 Stock Option Plan and 1997 Employee
Stock Purchase Plan and reviews and approves the compensation and benefits for
the Company's executive officers.
The Company's directors receive no fees for their services as members of the
Board of Directors or committee members. Each non-employee director was
granted (i) on September 18, 1996 an option to purchase 7,500 shares of Common
Stock at an exercise price of $3.80 per share which was vested immediately
upon grant and (ii) on June 30, 1997 an option to purchase 7,500 shares of
Common Stock at an exercise price of $4.40 per share, 3,750 of which vested
immediately upon grant and 3,750 of which vest over a one-year period,
beginning on the date of grant. Pursuant to the 1995 Stock Option Plan, all
non-employee directors of the Company receive automatic stock option grants
upon joining the Board of Directors and annually thereafter. The exercise
price of such stock options is equivalent to the fair market value of the
underlying Common Stock on the date of grant.
Mr. Hui and Dr. Hui are brothers, and Mr. Tay and Mr. Young are brothers-in-
law.
PROPOSAL NO. 2
RATIFICATION AND APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected Deloitte & Touche LLP, independent
auditors, to audit the financial statements of the Company for the 1999 fiscal
year and recommends that the shareholders ratify such selection. In the event
that a majority of the outstanding shares are not voted in favor of
ratification, the Board will reconsider its selection. Unless otherwise
instructed, the proxy holders will vote the proxies they receive for the
ratification of Deloitte & Touche LLP as the independent auditors for fiscal
year 1999. Representatives of Deloitte & Touche LLP will be present at the
Annual Meeting, will have the opportunity to make a statement if they so
desire and will be available to respond to appropriate questions.
Deloitte & Touche LLP has audited the Company's financial statements since
the year ended June 30, 1992.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF DELOITTE &
TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR FISCAL YEAR 1999.
3
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning compensation
of the Company's Chief Executive Officer and each of the other most highly
compensated executive officers of the Company whose aggregate salary, bonus
and other compensation exceeded $100,000 during fiscal 1998 (collectively, the
"Named Executive Officers").
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
---------------- ------------
SHARES
UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS
--------------------------- ---- -------- ------- ------------
<S> <C> <C> <C> <C>
Alex Chi-Ming Hui.......................... 1998 $168,076 $50,000 150,000
Chief Executive Officer, President and Di-
rector 1997 152,849 23,000 --
Chi-Hung (John) Hui........................ 1998 150,691 40,500 75,000
Vice President, Technology and Director 1997 137,039 18,000 --
Patrick B. Brennan......................... 1998 127,507 26,000 30,000
Vice President, Finance and Administration 1997 118,070 9,000 20,000
Daniel W. Wark............................. 1998 115,000 22,000 20,000
Vice President, Operations 1997 106,693 9,000 25,000
Glen R. Wiley.............................. 1998 125,000 50,592 --
Vice President, Sales 1997 20,192 -- 75,000
</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning stock option
grants to each of the Named Executive Officers during fiscal 1998.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL
NUMBER OF RATES OF STOCK PRICE
SHARES PERCENT OF TOTAL EXERCISE APPRECIATION FOR OPTION
UNDERLYING OPTIONS GRANTED PRICE TERM (4)
OPTIONS TO EMPLOYEES IN PER EXPIRATION ---------------------------
NAME GRANTED FISCAL 1998(1) SHARE(2) DATE (3) 5% 10%
---- ---------- ---------------- -------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Alex Chi-Ming Hui....... 100,000 11.98% $4.400 7/23/07 $ 211,558 $ 597,497
50,000 5.99 6.375 12/22/07 200,460 508,005
Chi-Hung (John) Hui..... 75,000 8.99 4.400 7/23/07 158,668 448,123
Patrick B. Brennan...... 25,000 3.00 6.375 12/22/07 100,230 254,003
5,000 0.60 9.000 5/1/08 28,300 71,718
Daniel W. Wark.......... 7,500 0.90 4.000 7/23/07 18,867 47,812
12,500 1.50 8.750 4/29/08 68,785 174,316
Glen R. Wiley........... -- -- -- -- -- --
</TABLE>
- --------
(1) In fiscal 1998, the Company granted options to employees to purchase an
aggregate of 835,539 shares.
(2) Each of these options was granted pursuant to the Company's 1995 Stock
Option Plan. These options were granted at an exercise price equal to the
fair market value of the Company's Common Stock as determined by the Board
of Directors of the Company on the date of the grant. All such options
vest over a four-year period, subject to continued employment with the
Company.
(3) Options may terminate before their expiration dates if the optionee's
status as an employee or consultant is terminated or upon the optionee's
death or disability.
(4) The 5% and 10% assumed annual rates of compounded stock price appreciation
are mandated by rules of the Securities and Exchange Commission and do not
represent the Company's estimate or projection of the Company's future
Common Stock prices.
4
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth certain information as of June 30, 1998
concerning exercisable and unexercisable stock options held by each of the
Named Executive Officers.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
NUMBER OF OPTIONS AT JUNE 30, 1998 JUNE 30, 1998(1)
SHARES ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Alex Chi-Ming Hui....... -- $ -- 179,167 120,833 $963,490 $227,760
Chi-Hung (John) Hui..... -- -- 117,188 57,812 644,689 150,311
Patrick B. Brennan...... 50,000 260,313 14,105 41,895 53,360 80,625
Daniel W. Wark.......... -- -- 15,312 29,688 65,990 71,510
Glen R. Wiley........... -- -- 21,875 53,125 100,625 244,375
</TABLE>
- --------
(1) The value of "in-the-money" stock options represents the difference
between the exercise price of such stock options and the fair market value
of $7.00 per share of Common Stock as of June 30, 1998 multiplied by the
total number of shares subject to such options on June 30, 1998.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee") is
composed entirely of non-employee directors appointed by the Board of
Directors. The Committee is responsible, on behalf of the Board, for reviewing
and approving compensation programs, policies, and plans designed to motivate
personnel to achieve Company objectives. One of the key responsibilities of
the Committee is to set the compensation annually of the Chief Executive
Officer (the "CEO"), upon his evaluation by the Board of Directors. Other
responsibilities include: review and approve recommendations from the CEO for
the compensation of officers, other senior managers, and key employees; review
and approve recommendations regarding stock option grants for specific
employees as provided under existing Company plans; review and approve the
concept and design of management incentive plans and programs for Company
officers, other senior managers, and key employees. An additional
responsibility of the Committee is to review and approve recommendations
regarding changes in compensation of outside directors.
Compensation Philosophy. The Company believes that the management team it
has assembled is well suited to increasing shareholder value and contributing
to the long-term success of the Company, and the Committee intends to pursue a
compensation philosophy consistent with achieving those goals. In structuring
the Company's compensation programs, the Committee's goals are to align
compensation with the Company's business objectives and performance and to
attract, retain and reward executive officers and other key employees who
contribute to the long-term success of the Company. Consistent with these
goals, the Company's compensation programs include a mix of salary, bonus and
stock options. In particular, stock options are used to link executive
incentives and the creation of shareholder value.
Base Salary. The Committee annually reviews each executive officer's base
salary. When reviewing base salaries, the Committee considers individual and
corporate performance, levels of responsibility, prior experience, breadth of
knowledge and competitive pay practices. Consistent with the Company's current
size, the Committee believes current executive salaries are comparable to the
average salaries offered by competitive companies.
Bonus. The Company's bonus plan provides for bonuses to be awarded to key
employees based on specific goals, including, but not limited to, operating
profit, achieved by the Company and the level of contribution to achievement
of the goals by the key employees. The bonus plan is designed such that
bonuses when combined with salaries create total compensation which is
comparable to the average compensation of companies against which the Company
competes in hiring and retaining key employees. Bonus awards depend on the
extent to which Company and individual performance objectives are achieved.
The Company's performance objectives include operating, strategic and
financial goals considered critical to the Company's short and long term
goals.
5
<PAGE>
Options. The purpose of the Company's stock option plans is to attract and
retain talented key employees and to align their personal financial interests
with those of the Company's shareholders. Options are generally granted with
an exercise price equal to the market price of the Common Stock on the date of
grant and generally vest over a four-year period. This approach is designed to
focus key employees on sustainable growth of the Company and the creation of
shareholder value over the long term. Stock options are a major component of
the compensation package of executive management. Eligible employees are
generally granted options upon commencement of employment and are considered
for additional options periodically thereafter. In recommending stock options
the Committee considers individual performance, overall contribution to the
Company, retention, the number of unvested stock options and the total number
of stock options to be granted.
Section 162(m) of the Code imposes a limitation on the deductibility for
federal income tax purposes of compensation over $1 million paid to certain
Named Executive Officers in a taxable year. Compensation above $1 million is
not subject to the limitation if it is "performance-based compensation" within
the meaning of the Code. The Committee believes that at the present time it is
unlikely that the compensation paid to any Named Executive Officer in a
taxable year that is subject to the deduction limit will exceed $1 million.
Therefore, the Compensation Committee has not yet established a policy for
determining which forms of incentive compensation awarded to its Named
Executive Officers shall be designed to qualify as "performance-based
compensation." The Compensation Committee intends to continue to evaluate the
effects of the statute and any fiscal Treasury regulations and to comply with
Code Section 162(m) in the future to the extent consistent with the best
interests of the Company.
CEO Compensation. The Committee uses the same procedures described above in
setting the annual salary, bonus, and making recommendations regarding stock
option awards for the CEO. The CEO's salary is determined based on comparisons
with competitive companies as described above. The Committee believes that the
CEO's salary and bonus plan is comparable to the salaries offered to CEO's of
competitive companies. In recommending stock options, the Committee considers
the CEO's performance, overall contribution to the Company, retention, the
number of unvested options and the total number of options to be granted.
Conclusion. As a significant portion of the Company's compensation program
is linked to Company performance, the Committee believes that compensation is
closely tied to increases in long-term shareholder value.
6
<PAGE>
PERFORMANCE GRAPH
The following line graph compares the yearly percentage change in (i) the
cumulative total shareholder return on the Company's Common Stock since
October 31, 1997 with (ii) cumulative total shareholder return on (a) the
Standard and Poor 500 Index and (b) the Hambrecht & Quist Semiconductor Index.
The comparison assumes an investment of $100 on October 31, 1997 and
reinvestment of dividends, if any. The stock price performance shown on the
graph is not necessarily indicative of future price performance.
COMPARISON OF 8 MONTH CUMULATIVE TOTAL RETURN*
AMONG PERICOM SEMICONDUCTOR CORPORATION, THE S & P 500 INDEX
AND THE HAMBRECHT & QUIST SEMICONDUCTOR INDEX
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
--------------------------------------------------------------
10/97 11/97 12/97 1/98 2/98 3/98 4/98 5/98 6/98
------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Pericom Semiconductor
Corporation............ 100.00 87.50 81.25 81.94 105.56 85.42 101.39 88.89 77.78
S&P 500................. 100.00 104.63 106.43 107.60 115.36 121.27 122.49 120.38 125.27
Hambrecht & Quist
Semiconductor.......... 100.00 96.47 85.03 94.98 104.34 97.49 106.05 87.15 83.76
</TABLE>
* $100 INVESTED ON 10/31/97 IN STOCK OR INDEX - INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING JUNE 27.
Graph produced by Research Data Group
7
<PAGE>
CERTAIN TRANSACTIONS
In April 1994, the Company, Alex Chi-Ming Hui, Chief Executive Officer,
President and a director of the Company, and Chi-Hung (John) Hui, Vice
President, Technology and a director of the Company, and Dato' Kia Hong Tay
and members of his immediate family, most of whom are principal shareholders
of the Company, formed Pericom Technology, Inc., a British Virgin Islands
corporation ("PTI") with principal offices in Shanghai, People's Republic of
China. 18.4% of the outstanding voting stock of PTI is held by the Company and
substantially all of the remaining 81.6% of the outstanding PTI voting stock
is held by the foregoing directors, officers and principal shareholders of the
Company. Each of the directors of the Company is a director of PTI, and Alex
Chi-Ming Hui is the President and Chief Executive Officer of PTI. Pericom and
PTI are parties to an agreement, dated as of March 17, 1995, which provides
for cost reimbursement between the Company and PTI for any facility sharing or
personnel time and certain procedures for funding research and development and
joint development projects. During the fiscal years ended June 30, 1996, 1997
and 1998, the Company sold $24,000, $39,000 and $61,000 respectively, in
services to PTI. During the fiscal year ended June 30, 1998 the Company
purchased $61,000 in services from PTI. As of June 30, 1998, $846,000 was owed
to the Company by PTI for certain advances made to PTI and administrative
expenses incurred by the Company on behalf of PTI. See Note 4 of Notes to
Financial Statements contained in the Company's 1998 Annual Report to
Shareholders.
In September 1995, the Company and PTI entered into an international
distributor agreement, pursuant to which PTI was appointed a non-exclusive
distributor for certain Pericom products in People's Republic of China.
The Company believes that all of the transactions set forth above were made
on terms no less favorable to the Company than could have been obtained from
unaffiliated third parties. All future transactions between the Company and
its officers, directors, principal shareholders and their affiliates,
including transactions with PTI, will continue to be on terms no less
favorable to the Company than could be obtained from unaffiliated third
parties.
8
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the Company with
respect to beneficial ownership of the Company's Common Stock as of September
30, 1998 by (i) each person known by the Company to own beneficially more than
5% of the outstanding shares of Common Stock, (ii) each of the Company's
directors, (iii) each of the Named Executive Officers, and (iv) all executive
officers and directors of the Company as a group.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
NAME OF BENEFICIAL OWNER OWNED(1) PERCENT
------------------------ ------------ -------
<S> <C> <C>
Dato' Kia Hong Tay (2)..................................... 1,120,000 12.00%
48 Andrew Road
Singapore 299964
Tay Thiam Song (3)......................................... 972,500 10.42%
16 Linden Drive
Singapore 288691
Tay Tian Liang (4)......................................... 957,500 10.26%
48 Andrew Road
Singapore 299964
Tay Thiang Phong (5)....................................... 957,500 10.26%
No. 1, Chuan Walk
Singapore 558407
Alex Chi-Ming Hui (6)...................................... 946,569 10.14%
Tay Thiam Yew (7).......................................... 927,500 9.94%
No. 3, Chuan Walk
Singapore 558409
Jeffrey Young (8).......................................... 803,750 8.61%
67 Saraca Road
Singapore 807402
Tay Lee Kiang (9).......................................... 803,750 8.61%
67 Saraca Road
Singapore 807402
Chi-Hung (John) Hui (10)................................... 718,430 7.70%
Chye Seng Tannery (Pte) Ltd. (11).......................... 552,500 5.92%
741/743 Geylang Road
Singapore 389651
Wellington Management Company, LLP......................... 549,000 5.88%
75 State Street
Boston, Massachusetts 02109
Patrick B. Brennan (12).................................... 72,937 *
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
NAME OF BENEFICIAL OWNER OWNED(1) PERCENT
------------------------ ------------ -------
<S> <C> <C>
Glen R. Wiley (13)....................................... 29,688 *
Daniel W. Wark (14)...................................... 21,003 *
Mark Downing (15)........................................ 12,500 *
All executive officers and directors as a group (9
persons) (16)........................................... 3,024,877 32.42%
</TABLE>
- --------
* Less than 1% of the outstanding Common Stock.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "SEC"). In computing the number
of shares beneficially owned by a person and the percentage ownership of
that person, shares of Common Stock subject to options held by that
person that are currently exercisable or exercisable within 60 days of
September 30, 1998 are deemed outstanding. Percentage of beneficial
ownership is based upon 9,331,699 shares of Common Stock outstanding as
of September 30, 1998. To the Company's knowledge, except as set forth in
the footnotes to this table and subject to applicable community property
laws, each person named in the table has sole voting and investment power
with respect to the shares set forth opposite such person's name. Except
as otherwise indicated, the address of each of the persons in this table
is as follows: 2380 Bering Drive, San Jose, California 95131
(2) Dato' Kia Hong Tay is the father of Tay Thiam Song, a director of the
Company, Tay Tian Liang, Tay Thiang Phong, Tay Thiem Yew, and Tay Lee
Kiang and the father-in-law of Jeffrey Young, a director of the Company.
Includes 552,500 shares owned by Chye Seng Tannery (Pte) Ltd., which
company is controlled by Dato' Kia Hong Tay, who may therefore be deemed
to beneficially own such shares. Dato' Kia Hong Tay disclaims beneficial
ownership of such shares except to the extent of his pecuniary interest
therein. See footnote 11.
(3) Tay Thiam Song is a brother-in-law of Mr. Young. Includes 15,000 shares
issuable upon exercise of stock options exercisable within 60 days of
September 30, 1998. Also includes 552,500 shares owned by Chye Seng
Tannery (Pte) Ltd. Mr. Tay, as Executive Director of Chye Seng Tannery
(Pte) Ltd., may be deemed to beneficially own such shares, but Mr. Tay
disclaims beneficial ownership of all such shares. See footnote 11.
(4) Tay Tian Liang is a son of Dato' Kia Hong Tay and, accordingly, is
related to other principal shareholders. See footnote 2. Includes
552,5,00 shares owned by Chye Seng Tannery (Pte) Ltd. Tay Tian Lian, as a
Director of such entity, may be deemed to beneficially own such shares,
but Tay Tian Liang disclaims beneficial ownership of all such shares. See
footnote 11.
(5) Tay Thiang Phong is a son of Dato' Kia Hong Tay and accordingly related
to other principal shareholders. See footnote 2. Also includes 552,500
shares owned by Chye Seng Tannery (Pte) Ltd. Tay Thiang Phong, as a
Director of such entity, may be deemed to beneficially own such shares,
but Tay Thiang Phong disclaims beneficial ownership of all such shares.
See footnote 11.
(6) Includes 198,124 shares issuable upon exercise of stock options
exercisable within 60 days of September 30, 1998.
(7) Tay Thiam Yew is a son of Dato' Kia Hong Tay and, accordingly, is related
to other principal. See footnote 2. Includes 552,500 shares owned by Chye
Seng Tannery (Pte) Ltd. Tay Thiam Yew, as a Director of such entity, may
be deemed to beneficially own such shares, but Tay Thiam Yew disclaims
beneficial ownership of all such shares. See footnote 11.
(8) Mr. Young is the husband of Tay Lee Kiang. Includes (i) 15,000 shares
issuable upon exercise of stock options exercisable within 60 days of
September 30, 1998, (ii) 552,500 shares owned by Chye Seng Tannery (Pte)
Ltd., and (iii) 33,750 shares owned by Tay Lee Kiang. Mr. Young, as
General Manager of Chye Seng Tannery (Pte) Ltd., may be deemed to
beneficially own the shares held by such entity, as well as the shares
held by Tay Lee Kiang, but Mr. Young disclaims beneficial ownership of
all such shares. See footnotes 9 and 11.
10
<PAGE>
(9) Tay Lee Kiang is a daughter of Dato' Kia Hong Tay and, accordingly, is
related to other principal shareholders. See footnote 2. Includes 770,000
shares beneficially owned by her husband, Mr. Young, as to which she
disclaims beneficial ownership. See footnote 8.
(10) Includes 127,500 shares issuable upon exercise of stock options
exercisable within 60 days of September 30, 1998.
(11) Chye Seng Tannery (Pte) Ltd. is controlled by Dato' Kia Hong Tay, the
former Chairman of the Board of Directors of the Company and a principal
shareholder of the Company, and certain members of his immediate family,
each of whom is also a principal shareholder of the Company. See
footnotes 2, 3, 4, 5, 7, 8 and 9.
(12) Includes 19,937 shares issuable upon exercise of stock options
exercisable within 60 days of September 30, 1998.
(13) Consists of 29,688 shares issuable upon exercise of stock options
exercisable within 60 days of September 30, 1998.
(14) Includes of 20,938 shares issuable upon exercise of stock options
exercisable within 60 days of September 30, 1998.
(15) Consists of 12,500 shares issuable upon exercise of stock options
exercisable within 60 days of September 30, 1998.
(16) Includes (i) 438,687 shares issuable upon exercise of stock options
exercisable within 60 days of September 30, 1998, (ii) 552,500 shares
owned by Chye Seng Tannery (Pte) Ltd. (see footnote 11), and (iii) 33,750
shares owned by Tay Lee Kiang (see footnote 9).
11
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
and the rules of the Securities and Exchange Commission (the "Commission")
thereunder require the Company's directors and executive officers to file
reports of their ownership and changes in ownership of Common Stock with the
Commission. Personnel of the Company generally prepare these reports on the
basis of information obtained from each director and officer. Based on such
information, the Company believes that all reports required by Section 16(a)
of the Exchange Act to be filed by its directors and executive officers during
the last fiscal year were filed on time, except that Form 3's for Mark Downing
and Tat Choi were inadvertently filed late.
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting. If any
other matters properly come before the meeting, it is the intention of the
persons named in the enclosed form of proxy to vote the shares they represent
as the Board of Directors may recommend.
THE BOARD OF DIRECTORS
Dated: October 29, 1998
12
<PAGE>
SKU 1449-PS-98
<PAGE>
DETACH HERE
PROXY
PERICOM SEMICONDUCTOR CORPORATION
2380 BERING DRIVE, SAN JOSE, CALIFORNIA 95131
ANNUAL MEETING OF SHAREHOLDERS - DECEMBER 8, 1998
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Alex Chi-Ming Hui
and John Chi-Hung Hui, Ph.D. as Proxies, with full power of substitution to
each, to vote for and on behalf of the undersigned at the 1998 Annual Meeting of
Shareholders of Pericom Semiconductor Corporation to be held at the Westin Santa
Clara, 5101 Great America Parkway, Santa Clara, California 95054 at 3:00 p.m.,
California time, and at any adjournment or adjournments thereof. The undersigned
hereby directs the said proxies to vote in accordance with their judgment on any
matters which may properly come before the Annual Meeting, all as indicated in
the Notice of Annual Meeting, receipt of which is hereby acknowledged, and to
act on the following matters set forth in such notice as specified by the
undersigned.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
"FOR" PROPOSALS 1 AND 2.
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
<PAGE>
PERICOM SEMICONDUCTOR CORPORATION
Dear Shareholder,
Please take note of the important information enclosed with this proxy card.
There are a number of issues related to the management and operation of your
Company that require your immediate attention and approval. These are
discussed in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.
Please mark the boxes on this proxy card to indicate how your shares will be
voted. Then, sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders on
December 8, 1998.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Pericom Semiconductor Corporation
DETACH HERE
Please mark
[X] votes as in
this example
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect four directors of the Company to serve for the ensuing 2. To ratify and approve the FOR AGAINST ABSTAIN
year and until their successors are elected and qualified. appointment of Deloitte & [_] [_] [_]
Touche LLP as the independent
NOMINEES: Alex Chi-Ming Hui, Chi-Hung (John) Hui, Ph.D., auditors for the Company for
Tay Thiam Song, Jeffrey Young the fiscal year ending
June 30, 1998
FOR WITHHELD
ALL [_] [_] FROM ALL 3. To transact such other business as may properly come
NOMINEES NOMINEES before the meeting.
[_]________________________________________________ MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]
For all nominees except as noted above
PLEASE VOTE, DATE AND SIGN. RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
Please sign exactly as your name(s) appear(s) on the books
of the Company. Joint owners should each sign personally.
Trustees and other fiduciaries should indicate the capacity
in which they sign, and where more than one name appears, a
majority must sign. If a corporation, this signature should
be that of an authorized officer who should state his or
her title.
Signature: __________________________________ Date:_______________ Signature: __________________________________ Date:______________
_________
</TABLE>
