SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e) (2))
PERICOM SEMICONDUCTOR CORPORATION
(Name of Registrant as Specified in it Charter)
[NAME OF PERSON FILING]
(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(1)(1) 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:
<PAGE>
[LOGO]
PERICOM SEMICONDUCTOR CORPORATION
2380 Bering Drive
San Jose, CA 95131
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on December 14, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Pericom
Semiconductor Corporation (the "Company") will be held on December 14, 1999 at
3:00 p.m., California time, at the Company's premises, 2380 Bering Drive, San
Jose, California 95131, for the following purposes:
1. To elect six directors of the Company to serve for the ensuing year
and until their successors are elected and qualified.
2. Approval of the Company's 2000 Employee Stock Purchase Plan.
3. To ratify and approve the appointment of Deloitte & Touche LLP as
the independent auditors for the Company for the fiscal year ending
June 30, 2000.
4. 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 22, 1999 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, 1999
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 14 , 1999 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 Company's premises, 2380 Bering Drive, San Jose,
California 95131.
This Proxy Statement, the form of proxy, and the Company's 1999 Annual
Report are first being mailed to shareholders on or about October 29, 1999.
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 22, 1999 are
entitled to vote at the Annual Meeting. At the record date, 9,680,175 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 and broker
non-votes are not counted as votes for or against a proposal or nominee.
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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, 2000 to be considered timely for inclusion in the proxy
statement for the 2000 Annual Meeting.
If a shareholder intends to present a proposal at the 2000 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, 2000, then management proxies will be permitted to use their
discretionary voting authority to vote on the proposal if the proposal is raised
at the 2000 Annual Meeting of Shareholders.
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 six. Six directors will be elected at the Annual Meeting. The
six 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 six 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.
Director
Name of Nominee Age Principal Occupation Since
============================ ===== =============================== ========
Alex Chi-Ming Hui............ 42 Chief Executive Officer, 1990
President and Chairman of the
Board of Directors
Chi-Hung (John) Hui, Ph.D. .. 44 Vice President, Technology and 1990
Director
Hau L. Lee, Ph.D............. 46 Director 1999
Millard (Mel) Phelps......... 71 Director 1999
Tay Thiam Song .............. 44 Director 1992
Jeffrey Young ............... 50 Director 1995
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 Chief Executive Officer, President and a
member of the Board of Directors of the Company since its inception in June
1990, and was elected Chairman of the Board of Directors of the Company in July
1999. From August 1982 to May 1990, Mr. Hui was employed by LSI Logic
Corporation, most recently as its Director of Advanced Development. From August
1980 to July 1982, Mr. Hui was a member of the technical staff of
Hewlett-Packard Company. Mr. Hui holds a B.S.E.E. from the Massachusetts
Institute of Technology and an M.S.E.E. from the University of California at Los
Angeles.
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<PAGE>
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.
Dr. Hau L. Lee has been a member of the Board of Directors since July
1999. From February 1997 through the present Dr. Lee has been Kleiner Perkins,
Mayfield, Sequoia Capital Professor in the Department of Industrial Engineering
and Engineering Management and from September 1998 through the present has been
Professor of Operations, Information and Technology Management at the Graduate
School of Business at Stanford University. From September 1992 through the
present he has been Professor of Industrial Engineering and Engineering
Management at Stanford University. He is the founding and current director of
the Stanford Global Supply Chain Management Forum, and has consulted extensively
for companies such as Hewlett Packard, Sun Microsystems, IBM, Xilinx
Corporation, Motorola, and Andersen Consulting. Dr. Lee is a graduate of the
University of Hong Kong and earned his M.S. in Operational Research from the
London School of Economics and his M.S. and Ph.D. degrees in Operations Research
from the Wharton School at the University of Pennsylvania.
Mr Millard (Mel) Phelps has been a member of the Board of Directors since
July 1999. Mr. Phelps is a retired advisory director of Hambrecht and Quist
(H&Q), a position he held from September 1994 to July 1997. Prior to joining H&Q
in 1984 as a Principal in the firm and Senior Semiconductor Analyst, Mr. Phelps
spent 23-years in the semiconductor industry in various management and corporate
officer positions. Mr. Phelps is currently serving as a Director of Trident
Microsystems and is also a director of four privately held companies. Mr. Phelps
holds a BSEE degree with honors from Case Reserve University.
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. in Accounting 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 from 1990 to
the present has served as the Executive Director of Daiman Roof Tiles Sdn. Bhd.,
a subsidiary of the Daiman Group, and from 1989 to the present as a Director of
Great Wall Brick Work Sdn. Bhd., and from 1993 to the present as a Director of
Daiman Singapore (Pte) Ltd., and has been a Director of Daiman Investments
(Australia) Pty. Ltd. from 1993 to the present. Mr. Young holds a B.S. from the
Electronic College of Canton, People's Republic of China.
Board Meetings and Committees
The Board of Directors of the Company held three meetings during 1999.
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 1999, Dr. Hui and Messrs. Tay and Young served on the Audit
Committee. The Audit Committee held one meeting during 1999. 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.
3
<PAGE>
During 1999, Messrs. Tay and Young served on the Compensation Committee.
The Compensation Committee held one meeting during 1999. 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 employee directors receive no fees for their services as
members of the Board of Directors or committee members. Beginning in fiscal
2000, non-employee directors will each receive $2,000 per quarterly meeting,
$500 for each additional telephonic meeting, and $1,000 for each Compensation or
Audit Committee meeting attended. Messrs. Tay and Young were 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, (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 vested over a one-year period, beginning on the date of grant
and (iii) on December 11, 1998 an option to purchase 3,750 shares of Common
Stock at an exercise price of $9.50 per share which vest over a one-year period.
Pursuant to the 1995 Stock Option Plan, commencing in fiscal 2000 all
non-employee directors of the Company receive automatic stock option grants upon
joining the Board of Directors in the amount of 5,000 shares and they receive
5,000 shares annually thereafter. All options are vested immediately upon grant.
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
APPROVAL OF THE PERICOM SEMICONDUCTOR CORPORATION
2000 EMPLOYEE STOCK PURCHASE PLAN
General
The Company's shareholders are being asked to approve the adoption of the
Company's 2000 Employee Stock Purchase Plan (the "Purchase Plan"). In the
following discussion of the Purchase Plan capitalized terms have the same
meanings as defined in the Purchase Plan, unless otherwise noted.
The purpose of the Purchase Plan is to provide employees of the Company
and its Designated Parents or Subsidiaries with an opportunity to purchase
Common Stock of the Company through accumulated payroll deductions. It is the
intention of the Company to have the Purchase Plan qualify as an "Employee Stock
Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as
amended (the "Code"). The provisions of the Purchase Plan, accordingly, shall be
construed so as to extend and limit participation in a manner consistent with
the requirements of that section of the Code. The Purchase Plan is intended to
enable the Company and its Designated Parents or Subsidiaries to attract and
retain the best available personnel for positions of substantial responsibility,
to provide additional incentive to employees, to promote the success of the
Company's business, and to increase shareholder value by further aligning the
interests of its employees with the interests of the Company's shareholders by
providing an opportunity to benefit from stock price appreciation that generally
accompanies improved financial performance. The Board of Directors believes that
the Company's long term success is dependent upon the ability of the Company and
its Designated Parents or Subsidiaries to attract and retain superior
individuals who, by virtue of their ability and qualifications, make important
contributions to the Company and its Related Entities.
4
<PAGE>
Initially, a total of 300,000 shares of Common Stock (the "Shares") have
been reserved for issuance under the Purchase Plan. The Purchase Plan will
terminate in October 2009, unless earlier terminated by the Board.
The affirmative vote of a majority of the shares present in person or by
proxy at the Annual Meeting and entitled to vote is required for adoption of
this Proposal No. 2. For purposes of the vote on this Proposal No. 2,
abstentions and broker non-votes will not be counted as votes cast.
New Plan Benefits. As of the date of this Proxy Statement, no officer has
been granted any rights subject to shareholder approval of the proposed Purchase
Plan. The benefits to be received pursuant to the Purchase Plan by the Company's
officers and employees are not determinable at this time.
The Board of Directors unanimously recommends a vote FOR approval
of the 2000 Employee Stock Purchase Plan
A general description of the principal terms of the Purchase Plan as
proposed is set forth below. This description is qualified in its entirety by
the terms of the Purchase Plan, a copy of which is attached to this Proxy
Statement as Exhibit A and is incorporated by reference herein.
General Description
The purpose of the Purchase Plan is to provide employees of the Company
who participate in the Purchase Plan with an opportunity to purchase Common
Stock of the Company through payroll deductions. The Purchase Plan, and the
right of participants to make purchases thereunder, is intended to qualify as an
"employee stock purchase plan" under the provisions of Section 423 of the Code.
Employees of the Company and its Designated Parents or Subsidiaries are eligible
to participate in the Purchase Plan. Directors who are not employees are not
eligible to participate.
Initially, a total of 300,000 shares of Common Stock (the "Shares") have
been reserved for issuance under the Purchase Plan. As of the first business day
of each fiscal year beginning in 2001, the maximum aggregate number of Shares
reserved for issuance under the Purchase Plan will be increased by an amount
equal to the lesser of (i) 150,000 shares, (ii) 1.5% of the number of Shares
outstanding on such date, or (iii) a lesser number of shares determined by the
Administrator. The Purchase Plan will terminate in October 2009, unless earlier
terminated by the Board.
Any person who is employed by the Company (or any of its majority-owned
subsidiaries for whom the appropriate regulatory filings and action by the Board
of Directors have been made) for at least 20 hours per week and more than five
months in a calendar year is eligible to participate in the Purchase Plan
provided that the employee is employed on the first day of a Purchase Period and
subject to certain limitations imposed by Section 423(b) of the Code. Eligible
employees become participants in the Purchase Plan by delivering to the Company
a subscription agreement authorizing payroll deductions prior to the
commencement of the applicable Purchase Period.
The Purchase Plan is implemented by overlapping or consecutive Offer
Periods during which there are eight Purchase Periods. The Board of Directors
may alter the duration of the Offer Periods, up to a maximum of 24 months,
without shareholder approval. Certain additional limitations on the amount of
Common Stock which may be purchased in any calendar year are imposed by the
Code.
The price per share at which Shares are sold under the Purchase Plan is
equal to the lower of (i) 85% of the fair market value of the Common Stock on
the date of commencement of the Offer Period or Enrollment Date and (ii) 85% of
the fair market value of the Common Stock on the Exercise Date. The fair market
value of the Common Stock on a given date is determined by the Board of
Directors based upon the last sale price of the
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<PAGE>
Common Stock on the Nasdaq National Market as of such date. The number of shares
of Common Stock which may be purchased is subject to adjustment in the event of
a stock split, stock dividend or other similar change in the Common Stock or the
capital structure of the Company. The Company makes no cash contributions to the
Purchase Plan, but bears the expenses of administration. The Purchase Plan is
administered by the Compensation Committee, which has the authority to determine
the terms and conditions under which shares are to be offered and corresponding
options are to be granted under the Purchase Plan for any Offer Period during
the term of the Purchase Plan, and to resolve all questions relating to the
administration of the plan. The Purchase Plan will terminate on the date
preceding the tenth anniversary of its date of adoption, unless earlier
terminated by the Board of Directors.
Notwithstanding the foregoing, (i) no employee will be permitted to
subscribe for shares under the Purchase Plan if, immediately after the grant of
the option, the employee would own 5% or more of the voting power or value of
all classes of stock of the Company or of a parent or of any of its subsidiaries
(including stock which may be purchased under the Purchase Plan or pursuant to
any other options), (ii) no employee shall be granted an option which would
permit the employee to buy pursuant to the Purchase Plan more than $25,000 worth
of stock (determined at the fair market value of the shares at the time the
option is granted) in any calendar year, and (iii) employees shall not be
permitted in any Purchase Period to purchase more than 500 shares.
A participant may decrease the rate of his or her payroll deduction for
the remainder of a Offer Period by filling out the appropriate form and
delivering it to the Company (or its designee). The reduced rate will become
effective with the first full payroll period following ten business days after
the Company receives the form unless the Company elects to process changes more
quickly, and will remain in effect for the entire Offer Period and each
subsequent Offer Period.
A participant may also decrease or increase his or her rate of payroll
deduction (to the 10% maximum allowed by the Purchase Plan) for a subsequent
Offer Period or Purchase Period by filing a new payroll deduction authorization
with the Company prior to the start of that Offer Period or Purchase Period. The
new rate will become effective on the first day of the Offer Period or Purchase
Period following the tenth business day after filing the new authorization and
will remain in effect for the entire Offer Period and each subsequent Offer
Period.
A participant's interest in a given Offer Period may be terminated in
whole, but not in part, by signing and delivering to the Company a notice of
withdrawal from the Purchase Plan. Such withdrawal may be elected at any time
prior to the end of the applicable three-month Purchase Period. Any withdrawal
by the participant of accumulated payroll deductions for a given Purchase Period
automatically terminates the participant's interest in that Offer Period. The
failure to remain in the continuous employ of the Company (or a Designated
Parent or Subsidiary) for at least 20 hours per week and more than five months
in a calendar year during an Offer Period will be deemed to be a withdrawal from
that Offer Period.
No rights or accumulated payroll deductions of a participant under the
Purchase Plan may be pledged, assigned or transferred for any reason and any
such attempt may be treated by the Company as an election to withdraw from the
Purchase Plan.
Certain Federal Tax Consequences
The following discussion summarizes certain tax considerations for
participants in the Purchase Plan and certain tax effects to the Company. State
and local tax consequences may differ.
Amounts deducted from a participant's pay under the Purchase Plan are part
of the employee's regular compensation and remain subject to federal, state and
local income and employment withholding taxes. A
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<PAGE>
participant will not recognize any additional income at the time the participant
elects to participate in the Purchase Plan, or purchases Common Stock under the
Purchase Plan.
If a participant disposes of Common Stock purchased pursuant to the
Purchase Plan within two (2) years after the first day of the Offer Period or
within one (1) year of the purchase of Common Stock (the "Minimum Holding
Period"), the participant will recognize, for federal tax purposes, ordinary
compensation income at the time of disposition of the Common Stock in an amount
equal to the excess of the fair market value of the Common Stock on the day the
Common Stock was purchased over the purchase price the participant paid for the
Common Stock. This amount may be subject to withholding for taxes. In addition,
a participant generally will recognize a capital gain or loss in an amount equal
to the difference between the amount realized upon the disposition of the Common
Stock and the participant's basis in the Common Stock (that is, the purchase
price plus the amount taxed as compensation income).
If a participant disposes of Common Stock purchased pursuant to the
Purchase Plan at any time after the Minimum Holding Period, the participant will
recognize, for federal tax purposes, ordinary compensation income at the time of
such disposition in an amount equal to the lesser of (a) the excess (or zero if
there is no excess) of the fair market value of the Common Stock at the time of
such disposition over the amount paid for the Common Stock, or (b) 15% of the
fair market value of the Common Stock on the first day of the Offer Period. In
addition, the participant generally will recognize a capital gain or loss in an
amount equal to the difference between the amount realized upon the disposition
of the Common Stock and the participant's basis in the stock (that is, the
purchase price plus the amount, if any, taxed as compensation income).
Although the amounts deducted from a participant's pay under the Purchase
Plan generally are tax-deductible business expenses of the Company, the Company
generally will not be allowed any additional deduction by reason of a
participant's purchase of Common Stock under the Purchase Plan. However, if a
participant disposes of Common Stock purchased pursuant to the Purchase Plan
within the Minimum Holding Period, the Company should be entitled to a deduction
in an amount equal to the compensation income recognized by the participant. If
a participant disposes of Common Stock purchased under the Purchase Plan after
the Minimum Holding Period, the Company will not receive any deduction for
federal income tax purposes with respect to the Common Stock.
PROPOSAL NO. 3
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 2000 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 2000. 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 unanimously recommends a vote FOR the ratification
of Deloitte & Touche LLP as the Company's independent auditors for
fiscal year 2000.
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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 1999 (collectively, the
"Named Executive Officers").
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
------
Shares
Annual Compensation Underlying
Name and Principal Position Year Salary Bonus Options
--------------------------- ---- ------ ----- -------
<S> <C> <C> <C> <C>
Alex Chi-Ming Hui 1999 $212,755 $ 20,000 100,000
Chief Executive Officer, President and 1998 168,076 50,000 150,000
Chairman of the Board of Directors 1997 152,849 23,000 --
Chi-Hung (John) Hui 1999 185,182 16,000 70,000
Vice President, Technology and Director 1998 150,691 40,500 75,000
1997 137,039 18,000 --
Patrick B. Brennan (1) 1999 145,937 12,000 15,000
Vice President, Finance and Administration 1998 127,507 26,000 30,000
1997 118,070 9,000 20,000
Tat C. Choi (2) 1999 149,692 12,000 10,000
Vice President, Design Engineering 1998 28,538 4,500 60,000
Mark Downing (2) 1999 151,115 18,024 15,000
Vice President, Marketing 1998 78,077 14,831 50,000
Daniel W. Wark 1999 129,245 15,000 15,000
Vice President, Operations 1998 115,000 22,000 20,000
1997 106,693 9,000 25,000
Glen R. Wiley (3) 1999 118,243 47,000 --
Vice President, Sales 1998 125,000 50,592 --
1997 20,192 -- 75,000
</TABLE>
(1) Mr. Brennan's compensation for 1999 includes $15,692 of accrued vacation
that was paid to him in that year.
(2) Mr. Choi joined the Company in April, 1998, and Mr. Downing joined the
Company in November, 1997.
(3) Mr. Wiley resigned his position of Vice President, Sales and left the
Company on May 31, 1999.
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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 1999.
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates
Number of 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 1999 (1) Share (2) Date (3) 5% 10%
---- ------- --------------- --------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Alex Chi-Ming Hui 40,000 3.09% $ 6.75 7/1/08 $169,802 $ 430,310
60,000 4.64 10.50 6/25/09 396,204 1,004,058
Chi-Hung (John) Hui 30,000 2.32 6.75 7/1/08 112,069 284,005
40,000 3.09 10.50 6/25/09 264,136 669,372
Patrick B. Brennan 15,000 1.16 7.00 5/1/09 66,034 167,343
Tat C. Choi 10,000 .77 4.80 9/1/08 25,912 69,079
Mark Downing 10,000 .77 4.80 9/1/08 25,912 69,079
5,000 .39 7.75 11/17/08 24,370 61,758
Daniel W. Wark 15,000 1.16 7.97 4/29/09 75,173 190,502
Glen R. Wiley -- -- -- -- -- --
</TABLE>
- ----------
(1) In fiscal 1999, the Company granted options to employees to purchase an
aggregate of 1,292,675 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.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
The following table sets forth certain information as of June 30, 1999
concerning exercisable and unexercisable stock options held by each of the Named
Executive Officers.
<TABLE>
<CAPTION>
Number of Securities Value of Unexcercised
Underlying Unexercised In-the-Money Options at
Number of Options at June 30, 1999 June 30, 1999 (1)
Shares Acquired Value ---------------------------- -----------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Alex Chi-Ming Hui -- -- 226,667 173,333 2,271,871 895,378
Chi-Hung (John) Hui -- -- 143,438 101,562 1,475,617 519,683
Patrick B. Brennan -- -- 29,021 41,979 263,443 307,157
Tat C. Choi -- -- 18,750 51,250 143,250 391,550
Mark Downing -- -- 20,521 44,479 154,630 327,220
Daniel W. Wark -- -- 28,126 31,874 263,653 213,215
Glen R. Wiley -- -- 39,063 -- 392,193 --
</TABLE>
- ----------
9
<PAGE>
(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 $12.44 per share of Common Stock as of June 30, 1999 multiplied by the
total number of shares subject to such options on June 30, 1999.
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.
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.
10
<PAGE>
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 statue
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.
Compensation Committee
Tay Thiam Song
Jeffrey Young
October 29, 1999
11
<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 20 MONTH CUMULATIVE TOTAL RETURN*
AMONG PERICOM SEMICONDUCTOR CORPORATION, THE S & P 500 INDEX
AND THE HAMBRECHT & QUIST SEMICONDUCTOR INDEX
Research Data Group Peer Group Total Return Worksheet
Pericom Semiconductor Corp (PSEM)
<TABLE>
<CAPTION>
Cumulative Total Return
--------------------------------------------------------------------------------------
10/31/97 11/30/97 12/31/97 1/31/98 2/28/98 3/31/98 4/30/98 5/31/98 6/27/98
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PERICOM SEMICONDUCTOR CORPORATION 100 88 81 82 106 85 101 89 78
S & P 500 100 105 106 108 115 121 122 120 125
HAMBRECHT & QUIST SEMICONDUCTORS 100 96 85 95 104 97 106 87 84
<CAPTION>
Cumulative Total Return
--------------------------------------------------------------------------------------
7/31/98 8/31/98 9/30/98 10/31/98 11/30/98 12/31/98 1/31/99 2/28/99
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PERICOM SEMICONDUCTOR CORPORATION 77 63 57 58 94 120 124 110
S & P 500 124 106 113 122 129 137 143 138
HAMBRECHT & QUIST SEMICONDUCTORS 86 66 73 91 104 119 149 126
<CAPTION>
Cumulative Total Return
------------------------------------------------
3/31/99 4/30/99 5/31/99 6/30/99
<S> <C> <C> <C> <C>
PERICOM SEMICONDUCTOR CORPORATION 94 85 92 125
S & P 500 144 149 146 154
HAMBRECHT & QUIST SEMICONDUCTORS 135 132 142 178
</TABLE>
* $100 INVESTED ON 10/31/97 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING JUNE 30.
12
<PAGE>
CERTAIN TRANSACTIONS
In April 1994, the Company, Alex Chi-Ming Hui, Chief Executive Officer,
President and Chairman of the Board of Directors 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, 1997, 1998 and 1999, the Company sold $39,000, $61,000 and $65,000
respectively, in services to PTI. During the years ended June 30, 1998 and 1999
the Company purchased $61,000 and $72,000 in services from PTI, respectively. As
of June 30, 1998 and 1999, $846,000 and $2,611,000, respectively, 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 1999 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 the 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.
13
<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, 1999 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.
Shares
Beneficially
Name of Beneficial Owner Owned (1) Percent
------------------------ --------- -------
Alex Chi-Ming Hui (2) 899,319 9.29%
Wellington Management Company, LLP (3) 670,200 6.92%
75 State Street
Boston, Massachusetts 02109
Chi-Hung (John) Hui (4) 642,547 6.64%
Brookside Capital Partners, Fund, L.P. 505,000 5.22%
Two Copley Place
Boston, Massachusetts 02116
Tay Thiam Song (5) 177,812 1.84%
16 Linden Drive
Singapore 288691
Jeffrey Young (6) 75,312 *
67 Saraca Road
Singapore 807402
Patrick B. Brennan (7) 71,062 *
Tat C. Choi (8) 26,667 *
Glen R. Wiley (9) -- --
Daniel W. Wark (10) 34,876 *
Mark Downing (11) 19,167 *
Hau L. Lee (12) 5,000 *
265 Delphi Circle
Los Altos, California 94022
Millard Phelps (13) 5,000 *
6798 Griffin Road
Ft. Myers, Florida 33908
All executive officers and
directors as a group (11 persons) (14) 1,956,762 20.22%
- ----------
* Less than 1% of 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,
1999 are deemed outstanding. Percentage of beneficial ownership is based
upon 9,678,905 shares of Common Stock outstanding as of September 30,
1999. 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) Includes 251,874 shares issuable upon exercise of stock options
exercisable within 60 days of September 30, 1999.
(3) Includes 519,100 shares as to which Wellington Management Company LLP has
shared voting power, and 670,200 as to which it has shared investment
power.
14
<PAGE>
(4) Includes 157,917 shares issuable upon exercise of stock options
exercisable within 60 days of September 30, 1999.
(5) Includes 17,812 shares issuable upon exercise of stock options exercisable
within 60 days of September 30, 1999.
(6) Includes 17,812 shares issuable upon exercise of stock options exercisable
within 60 days of September 30, 1999.
(7) Includes 35,062 shares issuable upon exercise of stock options exercisable
within 60 days of September 30, 1999.
(8) Includes 26,667 shares issuable upon exercise of stock options exercisable
within 60 days of September 30, 1999.
(9) Mr. Wiley resigned his position of Vice President, Sales and left the
Company on May 31, 1999.
(10) Includes 34,376 shares issuable upon exercise of stock options exercisable
within 60 days of September 30, 1999.
(11) Includes 19,167 shares issuable upon exercise of stock options exercisable
within 60 days of September 30, 1999.
(12) Includes 5,000 shares issuable upon exercise of stock options exercisable
within 60 days of September 30, 1999.
(13) Includes 5,000 shares issuable upon exercise of stock options exercisable
within 60 days of September 30, 1999.
(14) Includes 570,687 shares issuable upon exercise of stock options
exercisable within 60 days of September 30, 1999.
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 a Form 3 for John Stahl and one
Form 4 each for Alex Hui, Chi-Hung (John) Hui, Tay Thiam Song and Jeffrey Young
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, 1999
15
<PAGE>
EXHIBIT A
Pericom Semiconductor Corporation
2000 Employee Stock Purchase PLAN
The following constitute the provisions of the 2000 Employee Stock
Purchase Plan of Pericom Semiconductor Corporation.
1. Purpose. The purpose of the Plan is to provide employees of the
Company and its Designated Parents or Subsidiaries with an opportunity to
purchase Common Stock of the Company through accumulated payroll deductions. It
is the intention of the Company to have the Plan qualify as an "Employee Stock
Purchase Plan" under Section 423 of the Code. The provisions of the Plan,
accordingly, shall be construed so as to extend and limit participation in a
manner consistent with the requirements of that section of the Code.
2. Definitions. As used herein, the following definitions shall
apply:
(a) "Administrator" means either the Board or a committee of the
Board that is responsible for the administration of the Plan as is designated
from time to time by resolution of the Board.
(b) "Applicable Laws" means the legal requirements relating to the
administration of employee stock purchase plans, if any, under applicable
provisions of federal securities laws, state corporate and securities laws, the
Code, the rules of any applicable stock exchange or national market system, and
the rules of any foreign jurisdiction applicable to participation in the Plan by
residents therein.
(c) "Board" means the Board of Directors of the Company.
(d) "Change in Control" means a change in ownership or control of
the Company effected through the direct or indirect acquisition by any person or
related group of persons (other than an acquisition from or by the Company or by
a Company-sponsored employee benefit plan or by a person that directly or
indirectly controls, is controlled by, or is under common control with, the
Company) of beneficial ownership (within the meaning of Rule 13d-3 of the
Exchange Act) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Company's outstanding securities.
(e) "Code" means the Internal Revenue Code of 1986, as amended.
(f) "Common Stock" means the common stock of the Company.
(g) "Company" means Pericom Semiconductor Corporation, a California
corporation.
1
<PAGE>
(h) "Compensation" means an Employee's base salary from the Company
or one or more Designated Parents or Subsidiaries, including such amounts of
base salary as are deferred by the Employee (i) under a qualified cash or
deferred arrangement described in Section 401(k) of the Code, or (ii) to a plan
qualified under Section 125 of the Code. Compensation does not include overtime,
bonuses, annual awards, other incentive payments, reimbursements or other
expense allowances, fringe benefits (cash or noncash), moving expenses, deferred
compensation, contributions (other than contributions described in the first
sentence) made on the Employee's behalf by the Company or one or more Designated
Parents or Subsidiaries under any employee benefit or welfare plan now or
hereafter established, and any other payments not specifically referenced in the
first sentence.
(i) "Corporate Transaction" means any of the following transactions:
(1) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction the principal purpose of
which is to change the state in which the Company is incorporated;
(2) the sale, transfer or other disposition of all or
substantially all of the assets of the Company (including the
capital stock of the Company's subsidiary corporations) in
connection with complete liquidation or dissolution of the Company;
(3) any reverse merger in which the Company is the surviving
entity but in which securities possessing more than fifty percent
(50%) of the total combined voting power of the Company's
outstanding securities are transferred to a person or persons
different from those who held such securities immediately prior to
such merger; or
(4) acquisition by any person or related group of persons
(other than the Company or by a Company-sponsored employee benefit
plan) of beneficial ownership (within the meaning of Rule 13d-3 of
the Exchange Act) of securities possessing more than fifty percent
(50%) of the total combined voting power of the Company's
outstanding securities (whether or not in a transaction also
constituting a Change in Control), but excluding any such
transaction that the Administrator determines shall not be a
Corporate Transaction
(j) "Designated Parents or Subsidiaries" means the Parents or
Subsidiaries which have been designated by the Administrator from time to time
as eligible to participate in the Plan.
(k) "Effective Date" means November 1, 2000. However, should any
Designated Parent or Subsidiary become a participating company in the Plan after
such date, then such entity shall designate a separate Effective Date with
respect to its employee-participants.
(l) "Employee" means any individual, including an officer or
director, who is an employee of the Company or a Designated Parent or Subsidiary
for purposes of Section 423 of
2
<PAGE>
the Code. For purposes of the Plan, the employment relationship shall be treated
as continuing intact while the individual is on sick leave or other leave of
absence approved by the individual's employer. Where the period of leave exceeds
ninety (90) days and the individual's right to reemployment is not guaranteed
either by statute or by contract, the employment relationship will be deemed to
have terminated on the ninety-first (91st) day of such leave, for purposes of
determining eligibility to participate in the Plan.
(m) "Enrollment Date" means the first day of each Offer Period.
(n) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(o) "Exercise Date" means the last day of each Purchase Period.
(p) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:
(1) Where there exists a public market for the Common Stock,
the Fair Market Value shall be (A) the closing price for a share of
Common Stock for the last market trading day prior to the time of
the determination (or, if no closing price was reported on that
date, on the last trading date on which a closing price was
reported) on the stock exchange determined by the Administrator to
be the primary market for the Common Stock or the Nasdaq National
Market, whichever is applicable or (B) if the Common Stock is not
traded on any such exchange or national market system, the average
of the closing bid and asked prices of a share of Common Stock on
the Nasdaq Small Cap Market for the day prior to the time of the
determination (or, if no such prices were reported on that date, on
the last date on which such prices were reported), in each case, as
reported in The Wall Street Journal or such other source as the
Administrator deems reliable; or
(2) In the absence of an established market of the type
described in (1), above, for the Common Stock, the Fair Market Value
thereof shall be determined by the Administrator in good faith.
(q) "Offer Period" means an Offer Period established pursuant to
Section 4 hereof.
(r) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.
(s) "Participant" means an Employee of the Company or Designated
Parent or Subsidiary who is actively participating in the Plan.
(t) "Plan" means this Employee Stock Purchase Plan.
(u) "Purchase Period" means a period of approximately three months,
commencing on November 1, February 1, May 1 and August 1 of each year and
terminating on the next following January 31, April 30, July 31 or October 31,
respectively.
3
<PAGE>
(v) "Purchase Price" shall mean an amount equal to 85% of the Fair
Market Value of a share of Common Stock on the Enrollment Date or on the
Exercise Date, whichever is lower.
(w) "Reserves" means the sum of the number of shares of Common Stock
covered by each option under the Plan which have not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but not yet placed under option.
(x) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.
3. Eligibility.
(a) General. Any individual who is an Employee on a given Enrollment
Date shall be eligible to participate in the Plan for the Offer Period
commencing with such Enrollment Date.
(b) Limitations on Grant and Accrual. Any provisions of the Plan to
the contrary notwithstanding, no Employee shall be granted an option under the
Plan (i) if, immediately after the grant, such Employee (taking into account
stock owned by any other person whose stock would be attributed to such Employee
pursuant to Section 424(d) of the Code) would own stock and/or hold outstanding
options to purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or of any
Parent or Subsidiary, or (ii) which permits the Employee's rights to purchase
stock under all employee stock purchase plans of the Company and its Parents or
Subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) worth of stock (determined at the Fair Market Value of the shares at
the time such option is granted) for each calendar year in which such option is
outstanding at any time. The determination of the accrual of the right to
purchase stock shall be made in accordance with Section 423(b)(8) of the Code
and the regulations thereunder.
(c) Other Limits on Eligibility. Notwithstanding Subsection (a),
above, the following Employees shall not be eligible to participate in the Plan
for any relevant Offer Period: (i) Employees whose customary employment is 20 or
fewer hours or less per week; (ii) Employees whose customary employment is for
not more than 5 or fewer months in any calendar year; and (iii) Employees who
are subject to rules or laws of a foreign jurisdiction that prohibit or make
impractical the participation of such Employees in the Plan.
4. Offer Periods.
(a) The Plan shall be implemented through overlapping or consecutive
Offer Periods until such time as (i) the maximum number of shares of Common
Stock available for issuance under the Plan shall have been purchased or (ii)
the Plan shall have been sooner terminated in accordance with Section 19 hereof.
The maximum duration of an Offer Period shall be twenty-four (24) months.
Initially, the Plan shall be implemented through overlapping
4
<PAGE>
Offer Periods of twenty-four (24) months' duration commencing each November 1,
February 1, May 1 and August 1 following the Effective Date.
(b) A Participant shall be granted a separate option for each Offer
Period in which he or she participates. The option shall be granted on the
Enrollment Date and shall be automatically exercised in successive installments
on the Exercise Dates ending within the Offer Period.
(c) An Employee may participate in only one Offer Period at a time.
Accordingly, except as provided in Section 4(d), an Employee who wishes to join
a new Offer Period must withdraw from the current Offer Period in which the
Employee is participating and must also enroll in the new Offer Period prior to
the Enrollment Date for that Offer Period.
(d) If on the first day of any Purchase Period in an Offer Period in
which a Participant is participating, the Fair Market Value of the Common Stock
is less than the Fair Market Value of the Common Stock on the Enrollment Date of
the Offer Period (after taking into account any adjustment during the Offer
Period pursuant to Section 18(a)), the Offer Period shall be terminated
automatically and the Participant shall be enrolled automatically in the new
Offer Period which has its first Purchase Period commencing on that date,
provided the Participant is eligible to participate in the Plan on that date and
has not elected to terminate participation in the Plan.
(e) Except as specifically provided herein, the acquisition of
Common Stock through participation in the Plan for any Offer Period shall
neither limit nor require the acquisition of Common Stock by a Participant in
any subsequent Offer Period.
5. Participation.
(a) An eligible Employee may become a Participant in the Plan by
completing a subscription agreement authorizing payroll deductions in the form
of Exhibit A to this Plan and filing it with the designated payroll office of
the Company at least ten (10) business days prior to the Enrollment Date for the
Offer Period in which such participation will commence, unless a later time for
filing the subscription agreement is set by the Administrator for all eligible
Employees with respect to a given Offer Period.
(b) Payroll deductions for a Participant shall commence with the
first partial or full payroll period beginning on the Enrollment Date and shall
end on the last complete payroll period during the Offer Period, unless sooner
terminated by the Participant as provided in Section 10.
6. Payroll Deductions.
(a) At the time a Participant files a subscription agreement, the
Participant shall elect to have payroll deductions made during the Offer Period
in amounts between one percent (1%) and not exceeding ten percent (10%) of the
Compensation which the Participant receives during the Offer Period.
5
<PAGE>
(b) All payroll deductions made for a Participant shall be credited
to the Participant's account under the Plan and will be withheld in whole
percentages only. A Participant may not make any additional payments into such
account.
(c) A Participant may discontinue participation in the Plan as
provided in Section 10, or may increase or decrease the rate of payroll
deductions during the Offer Period by completing and filing with the Company a
change of status notice in the form of Exhibit B to this Plan authorizing an
increase or decrease in the payroll deduction rate. Any increase or decrease in
the rate of a Participant's payroll deductions shall be effective with the first
full payroll period commencing ten (10) business days after the Company's
receipt of the change of status notice unless the Company elects to process a
given change in participation more quickly. A Participant's subscription
agreement (as modified by any change of status notice) shall remain in effect
for successive Offer Periods unless terminated as provided in Section 10. The
Administrator shall be authorized to limit the number of payroll deduction rate
changes during any Offer Period.
(d) Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and Section 3(b) herein, a Participant's
payroll deductions may be decreased to 0% at such time during any Purchase
Period which is scheduled to end during the current calendar year (the "Current
Purchase Period") that the aggregate of all payroll deductions which were
previously used to purchase stock under the Plan in a prior Purchase Period
which ended during that calendar year plus all payroll deductions accumulated
with respect to the Current Purchase Period equal $21,250. Payroll deductions
shall recommence at the rate provided in such Participant's subscription
agreement, as amended, at the beginning of the first Purchase Period which is
scheduled to end in the following calendar year, unless terminated by the
Participant as provided in Section 10.
7. Grant of Option. On the Enrollment Date, each Participant shall
be granted an option to purchase (at the applicable Purchase Price) up to four
thousand (4,000) shares of the Common Stock, subject to adjustment as provided
in Section 18 hereof; provided (i) that such option shall be subject to the
limitations set forth in Sections 3(b), 6 and 12 hereof, and (ii) the maximum
number of shares of Common Stock a Participant shall be permitted to purchase in
any Purchase Period shall be five hundred (500) shares, subject to adjustment as
provided in Section 18 hereof. Exercise of the option shall occur as provided in
Section 8, unless the Participant has withdrawn pursuant to Section 10, and the
option, to the extent not exercised, shall expire on the last day of the Offer
Period.
8. Exercise of Option. Unless a Participant withdraws from the Plan
as provided in Section 10, below, the Participant's option for the purchase of
shares will be exercised automatically on each Exercise Date, by applying the
accumulated payroll deductions in the Participant's account to purchase the
number of full shares subject to the option by dividing such Participant's
payroll deductions accumulated prior to such Exercise Date and retained in the
Participant's account as of the Exercise Date by the applicable Purchase Price.
No fractional shares will be purchased; any payroll deductions accumulated in a
Participant's account which are not sufficient to purchase a full share shall be
carried over to the next Purchase Period or Offer Period, whichever applies, or
returned to the Participant, if the Participant
6
<PAGE>
withdraws from the Plan. Notwithstanding the foregoing, any amount remaining in
a Participant's account following the purchase of shares on the Exercise Date
due to the application of Section 423(b)(8) of the Code or Section 7, above,
shall be returned to the Participant and shall not be carried over to the next
Offer Period. During a Participant's lifetime, a Participant's option to
purchase shares hereunder is exercisable only by the Participant.
9. Delivery. Upon receipt of a request from a Participant after each
Exercise Date on which a purchase of shares occurs, the Company shall arrange
the delivery to such Participant, as promptly as practicable, of a certificate
representing the shares purchased upon exercise of the Participant's option.
10. Withdrawal; Termination of Employment.
(a) A Participant may either (i) withdraw all but not less than all
the payroll deductions credited to the Participant's account and not yet used to
exercise the Participant's option under the Plan or (ii) terminate future
payroll deductions, but allow accumulated payroll deductions to be used to
exercise the Participant's option under the Plan at any time by giving written
notice to the Company in the form of Exhibit B to this Plan. If the Participant
elects withdrawal alternative (i) described above, all of the Participant's
payroll deductions credited to the Participant's account will be paid to such
Participant as promptly as practicable after receipt of notice of withdrawal,
such Participant's option for the Offer Period will be automatically terminated,
and no further payroll deductions for the purchase of shares will be made during
the Offer Period. If the Participant elects withdrawal alternative (ii)
described above, no further payroll deductions for the purchase of shares will
be made during the Offer Period, all of the Participant's payroll deductions
credited to the Participant's account will be applied to the exercise of the
Participant's option on the next Exercise Date, and after such Exercise Date,
such Participant's option for the Offer Period will be automatically terminated.
If a Participant withdraws from an Offer Period, payroll deductions will not
resume at the beginning of the succeeding Offer Period unless the Participant
delivers to the Company a new subscription agreement.
(b) Upon termination of a Participant's employment relationship (as
described in Section 2(k)) at a time more than three (3) months from the next
scheduled Exercise Date, the payroll deductions credited to such Participant's
account during the Offer Period but not yet used to exercise the option will be
returned to such Participant or, in the case of his/her death, to the person or
persons entitled thereto under Section 14, and such Participant's option will be
automatically terminated. Upon termination of a Participant's employment
relationship (as described in Section 2(k)) within three (3) months of the next
scheduled Exercise Date, the payroll deductions credited to such Participant's
account during the Offer Period but not yet used to exercise the option will be
applied to the purchase of Common Stock on the next Exercise Date, unless the
Participant (or in the case of the Participant's death, the person or persons
entitled to the Participant's account balance under Section 14) withdraws from
the Plan by submitting a change of status notice in accordance with subsection
(a) of this Section 10. In such a case, no further payroll deductions will be
credited to the Participant's account following the Participant's termination of
employment and the Participant's option under the Plan will be
7
<PAGE>
automatically terminated after the purchase of Common Stock on the next
scheduled Exercise Date.
11. Interest. No interest shall accrue on the payroll deductions
credited to a Participant's account under the Plan.
12. Stock.
(a) Subject to adjustment upon changes in capitalization of the
Company as provided in Section 18, the maximum number of shares of Common Stock
which shall be made available for sale under the Plan shall be 300,000 shares,
plus an annual increase to be added on the first day of the Company's fiscal
year beginning in 2001 equal to the lesser of (i) 150,000 shares, (ii) one and
one-half percent (1.5%) of the outstanding shares on such date, or (iii) a
lesser number of shares determined by the Administrator. If on a given Exercise
Date the number of shares with respect to which options are to be exercised
exceeds the number of shares then available under the Plan, the Administrator
shall make a pro rata allocation of the shares remaining available for purchase
in as uniform a manner as shall be practicable and as it shall determine to be
equitable.
(b) A Participant will have no interest or voting right in shares
covered by the Participant's option until such shares are actually purchased on
the Participant's behalf in accordance with the applicable provisions of the
Plan. No adjustment shall be made for dividends, distributions or other rights
for which the record date is prior to the date of such purchase.
(c) Shares to be delivered to a Participant under the Plan will be
registered in the name of the Participant or in the name of the Participant and
his or her spouse.
13. Administration. The Plan shall be administered by the
Administrator which shall have full and exclusive discretionary authority to
construe, interpret and apply the terms of the Plan, to determine eligibility
and to adjudicate all disputed claims filed under the Plan. Every finding,
decision and determination made by the Administrator shall, to the full extent
permitted by Applicable Law, be final and binding upon all persons.
14. Designation of Beneficiary.
(a) Each Participant will file a written designation of a
beneficiary who is to receive any shares and cash, if any, from the
Participant's account under the Plan in the event of such Participant's death.
If a Participant is married and the designated beneficiary is not the spouse,
spousal consent shall be required for such designation to be effective.
(b) Such designation of beneficiary may be changed by the
Participant (and the Participant's spouse, if any) at any time by written
notice. In the event of the death of a Participant and in the absence of a
beneficiary validly designated under the Plan who is living (or in existence) at
the time of such Participant's death, the Company shall deliver such shares
and/or cash to the executor or administrator of the estate of the Participant,
or if no such executor or administrator has been appointed (to the knowledge of
the Administrator), the Administrator
8
<PAGE>
shall deliver such shares and/or cash to the spouse (or domestic partner, as
determined by the Administrator) of the Participant, or if no spouse (or
domestic partner) is known to the Administrator, then to the issue of the
Participant, such distribution to be made per stirpes (by right of
representation), or if no issue are known to the Administrator, then to the
heirs at law of the Participant determined under in accordance with Section 27.
15. Transferability. Neither payroll deductions credited to a
Participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 14 hereof) by the Participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Administrator may treat such act as an election to
withdraw funds from an Offer Period in accordance with Section 10.
16. Use of Funds. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.
17. Reports. Individual accounts will be maintained for each
Participant in the Plan. Statements of account will be given to Participants at
least annually, which statements will set forth the amounts of payroll
deductions, the Purchase Price, the number of shares purchased and the remaining
cash balance, if any.
18. Adjustments Upon Changes in Capitalization; Corporate
Transactions.
(a) Adjustments Upon Changes in Capitalization. Subject to any
required action by the stockholders of the Company, the Reserves, the Purchase
Price, as well as any other terms that the Administrator determines require
adjustment shall be proportionately adjusted for (i) any increase or decrease in
the number of issued shares of Common Stock resulting from a stock split,
reverse stock split, stock dividend, combination or reclassification of the
Common Stock, (ii) any other increase or decrease in the number of issued shares
of Common Stock effected without receipt of consideration by the Company, or
(iii) as the Administrator may determine in its discretion, any other
transaction with respect to Common Stock to which Section 424(a) of the Code
applies; provided, however that conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Administrator and its
determination shall be final, binding and conclusive. Except as the
Administrator determines, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason hereof shall be made with respect to, the
Reserves and the Purchase Price.
(b) Corporate Transactions. In the event of a proposed Corporate
Transaction, each option under the Plan shall be assumed by such successor
corporation or a parent or subsidiary of such successor corporation, unless the
Administrator determines, in the exercise of its sole discretion and in lieu of
such assumption, to shorten the Offer Period then in progress by setting a new
Exercise Date (the "New Exercise Date"). If the Administrator shortens the Offer
Period then in progress in lieu of assumption in the event of a Corporate
Transaction, the
9
<PAGE>
Administrator shall notify each Participant in writing, at least ten (10) days
prior to the New Exercise Date, that the Exercise Date for the Participant's
option has been changed to the New Exercise Date and that the Participant's
option will be exercised automatically on the New Exercise Date, unless prior to
such date the Participant has withdrawn from the Offer Period as provided in
Section 10. For purposes of this Subsection, an option granted under the Plan
shall be deemed to be assumed if, in connection with the Corporate Transaction,
the option is replaced with a comparable option with respect to shares of
capital stock of the successor corporation or Parent thereof. The determination
of option comparability shall be made by the Administrator prior to the
Corporate Transaction and its determination shall be final, binding and
conclusive on all persons.
19. Amendment or Termination.
(a) The Administrator may at any time and for any reason terminate
or amend the Plan. Except as provided in Section 18, no such termination can
affect options previously granted, provided that an Offer Period may be
terminated by the Administrator on any Exercise Date if the Administrator
determines that the termination of the Offer Period is in the best interests of
the Company and its stockholders. Except as provided in Section 18, no amendment
may make any change in any option theretofore granted which adversely affects
the rights of any Participant without the consent of affected Participants. To
the extent necessary to comply with Section 423 of the Code (or any successor
rule or provision or any other Applicable Law), the Company shall obtain
stockholder approval in such a manner and to such a degree as required.
(b) Without stockholder consent and without regard to whether any
Participant rights may be considered to have been "adversely affected," the
Administrator shall be entitled to limit the frequency and/or number of changes
in the amount withheld during Offer Periods, change the length of Purchase
Periods within any Offer Period, determine the length of any future Offer
Period, whether future Offer Periods shall be consecutive or overlapping,
establish the exchange ratio applicable to amounts withheld in a currency other
than U.S. dollars, establish additional terms, conditions, rules or procedures
to accommodate the rules or laws of applicable foreign jurisdictions, permit
payroll withholding in excess of the amount designated by a Participant in order
to adjust for delays or mistakes in the Company's processing of properly
completed withholding elections, establish reasonable waiting and adjustment
periods and/or accounting and crediting procedures to ensure that amounts
applied toward the purchase of Common Stock for each Participant properly
correspond with amounts withheld from the Participant's Compensation, and
establish such other limitations or procedures as the Administrator determines
in its sole discretion advisable and which are consistent with the Plan.
20. Notices. All notices or other communications by a Participant to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Administrator at the
location, or by the person, designated by the Administrator for the receipt
thereof.
21. Conditions Upon Issuance of Shares. Shares shall not be issued
with respect to an option unless the exercise of such option and the issuance
and delivery of such shares pursuant thereto shall comply with all Applicable
Laws and shall be further subject to the
10
<PAGE>
approval of counsel for the Company with respect to such compliance. As a
condition to the exercise of an option, the Company may require the Participant
to represent and warrant at the time of any such exercise that the shares are
being purchased only for investment and without any present intention to sell or
distribute such shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned Applicable Laws. In
addition, no options shall be exercised or shares issued hereunder before the
Plan shall have been approved by stockholders of the Company as provided in
Section 23.
22. Term of Plan. The Plan shall become effective upon the earlier
to occur of its adoption by the Board or its approval by the stockholders of the
Company. It shall continue in effect for a term of ten (10) years unless sooner
terminated under Section 19.
23. Stockholder Approval. Continuance of the Plan shall be subject
to approval by the stockholders of the Company within twelve (12) months before
or after the date the Plan is adopted. Such stockholder approval shall be
obtained in the degree and manner required under Applicable Laws.
24. No Employment Rights. The Plan does not, directly or indirectly,
create any right for the benefit of any employee or class of employees to
purchase any shares under the Plan, or create in any employee or class of
employees any right with respect to continuation of employment by the Company or
a Designated Parent or Subsidiary, and it shall not be deemed to interfere in
any way with such employer's right to terminate, or otherwise modify, an
employee's employment at any time.
25. No Effect on Retirement and Other Benefit Plans. Except as
specifically provided in a retirement or other benefit plan of the Company or a
Designated Parent or Subsidiary, participation in the Plan shall not be deemed
compensation for purposes of computing benefits or contributions under any
retirement plan of the Company or a Designated Parent or Subsidiary, and shall
not affect any benefits under any other benefit plan of any kind or any benefit
plan subsequently instituted under which the availability or amount of benefits
is related to level of compensation. The Plan is not a "Retirement Plan" or
"Welfare Plan" under the Employee Retirement Income Security Act of 1974, as
amended.
26. Effect of Plan. The provisions of the Plan shall, in accordance
with its terms, be binding upon, and inure to the benefit of, all successors of
each Participant, including, without limitation, such Participant's estate and
the executors, administrators or trustees thereof, heirs and legatees, and any
receiver, trustee in bankruptcy or representative of creditors of such
Participant.
27. Governing Law. The Plan is to be construed in accordance with
and governed by the internal laws of the State of California (as permitted by
Section 1646.5 of the California Civil Code, or any similar successor provision)
without giving effect to any choice of law rule that would cause the application
of the laws of any jurisdiction other than the internal laws of the State of
California to the rights and duties of the parties, except to the extent the
internal laws of the State of California are superseded by the laws of the
United States. Should
11
<PAGE>
any provision of the Plan be determined by a court of law to be illegal or
unenforceable, the other provisions shall nevertheless remain effective and
shall remain enforceable.
12
<PAGE>
Exhibit A
Pericom Semiconductor Corporation 2000 Employee Stock Purchase Plan
SUBSCRIPTION AGREEMENT
Effective with the Offer Period beginning on:
|_| November 1, 20___ |_| February 1, 20__ |_| May 1, 20__ |_| August 1, 20__
<TABLE>
<S> <C>
1. Personal Information <modify data requested as appropriate>
Legal Name (Please Print) ____________________________________________ ___________ ___________________
(Last) (First) (MI) Location Department
Street Address________________________________________________________ ________________________________
Daytime Telephone
City, State/Country, Zip______________________________________________ ________________________________
E-Mail Address
Social Security No._ _ _-_ _-_ _ _ _ Employee I.D. No. _______________ ________________________________
Manager Mgr. Location
</TABLE>
2. Eligibility Any Employee whose customary employment is more than 20 hours
per week and more than 5 months per calendar year and who does not hold
(directly or indirectly) five percent (5%) or more of the combined voting
power of the Company, a parent or a subsidiary, whether in stock or
options to acquire stock is eligible to participate in the Pericom
Semiconductor Corporation 2000 Employee Stock Purchase Plan (the "ESPP");
provided, however, that Employees who are subject to the rules or laws of
a foreign jurisdiction that prohibit or make impractical the participation
of such Employees in the ESPP are not eligible to participate.
3. Definitions Each capitalized term in this Subscription Agreement shall
have the meaning set forth in the ESPP.
4. Subscription I hereby elect to participate in the ESPP and subscribe to
purchase shares of the Company's Common Stock in accordance with this
Subscription Agreement and the ESPP. I have received a complete copy of
the ESPP and a prospectus describing the ESPP and understand that my
participation in the ESPP is in all respects subject to the terms of the
ESPP. The effectiveness of this Subscription Agreement is dependent on my
eligibility to participate in the ESPP.
5. Payroll Deduction Authorization I hereby authorize payroll deductions from
my Compensation during the Offer Period in the percentage specified below
(payroll deductions may not exceed 10% of Compensation nor $21,250 per
calendar year):
--------------------------------------------------------------------------
Percentage to be Deducted (circle one)
1% 2% 3% 4% 5% 6% 7% 8% 9% 10%
--------------------------------------------------------------------------
6. ESPP Accounts and Purchase Price I understand that all payroll deductions
will be credited to my account under the ESPP. No additional payments may
be made to my account. No interest will be credited on funds held in the
account at any time including any refund of the account caused by
withdrawal from the ESPP. All payroll deductions shall be accumulated for
the purchase of Company Common Stock at the applicable Purchase Price
determined in accordance with the ESPP.
7. Withdrawal and Changes in Payroll Deduction I understand that I may
discontinue my participation in the ESPP at any time prior to an Exercise
Date as provided in Section 10 of the ESPP, but if I do not withdraw from
the ESPP, any accumulated payroll deductions will be applied automatically
to purchase Company Common Stock. I may decrease the rate of my payroll
deductions in whole percentage increments to not less than one percent
(1%) during any Offer Period by completing and timely filing a Change of
Status Notice. Any decrease will be effective for the full payroll period
occurring after ten (10) business days from the Company's receipt of the
Change of Status Notice. I may increase the rate of my payroll deductions
in whole percentage increments to not more than ten percent (10%) during
any Offer Period by completing and timely filing a Change of Status
Notice. Any increase will be effective for the next Purchase Period after
the Company's receipt of the Change of Status Notice.
8. Perpetual Subscription I understand that this Subscription Agreement shall
remain in effect for successive Offer Periods until I withdraw from
participation in the ESPP, or termination of the ESPP.
A-1
<PAGE>
9. Taxes I have reviewed the ESPP prospectus discussion of the federal tax
consequences of participation in the ESPP and consulted with tax
consultants as I deemed advisable prior to my participation in the ESPP. I
hereby agree to notify the Company in writing within thirty (30) days of
any disposition (transfer or sale) of any shares purchased under the ESPP
if such disposition occurs within two (2) years of the Enrollment Date
(the first day of the Offer Period during which the shares were purchased)
or within one (1) year of the Exercise Date (the date I purchased such
shares), and I will make adequate provision to the Company for foreign,
federal, state or other tax withholding obligations, if any, which arise
upon the disposition of the shares. In addition, the Company may withhold
from my Compensation any amount necessary to meet applicable tax
withholding obligations incident to my participation in the ESPP,
including any withholding necessary to make available to the Company any
tax deductions or benefits contingent on such withholding.
10. Designation of Beneficiary In the event of my death, I hereby designate
the following person or trust as my beneficiary to receive all payments
and shares due to me under the ESPP: |_| I am single |_| I am married
Beneficiary (please print) _______________________________________________
(Last) (First) (MI)
Relationship to Beneficiary (if any)______________________________________
Street Address ___________________________________________________________
City, State/Country, Zip _________________________________________________
11. Termination of ESPP I understand that the Company has the right,
exercisable in its sole discretion, to amend or terminate the ESPP at any
time, and a termination may be effective as early as an Exercise Date
(after purchase of shares on such date) within each outstanding Offer
Period.
Date: _____________________ Employee Signature:_________________________
_________________________
spouse's signature (if
beneficiary is other than
spouse)
A-2
<PAGE>
Exhibit B
Pericom Semiconductor Corporation 2000 Employee Stock Purchase Plan
CHANGE OF STATUS NOTICE
- ------------------------------------------
Participant Name (Please Print)
- ------------------------------------------
Social Security Number
================================================================================
Withdrawal From ESPP
I hereby withdraw from the Pericom Semiconductor Corporation 2000 Employee
Stock Purchase Plan (the "ESPP") and agree that my option under the
applicable Offer Period will be automatically terminated and all
accumulated payroll deductions credited to my account will be refunded to
me or applied to the purchase of Common Stock depending on the alternative
indicated below. No further payroll deductions will be made for the
purchase of shares in the applicable Offer Period and I shall be eligible
to participate in a future Offer Period only by timely delivery to the
Company of a new Subscription Agreement.
|_| Withdrawal and Purchase of Common Stock
Payroll deductions will terminate, but your account balance will be
applied to purchase Common Stock on the next Exercise Date. Any remaining
balance will be refunded.
|_| Withdrawal Without Purchase of Common Stock
Entire account balance will be refunded to me and no Common Stock will be
purchased on the next Exercise Date provided this notice is submitted to
the Company ten (10) business days prior to the next Exercise Date.
================================================================================
|_| Change in Payroll Deduction
I hereby elect to change my rate of payroll deduction under the ESPP as
follows (select one):
--------------------------------------------------------------------------
Percentage to be Deducted (circle one)
1% 2% 3% 4% 5% 6% 7% 8% 9% 10%
--------------------------------------------------------------------------
A decrease in payroll deduction will be effective for the first full
payroll period commencing no fewer than ten (10) business days following
the Company's receipt of this notice, unless this change is processed more
quickly.
Any increase will be effective for the next Purchase Period after the
Company's receipt of the Change of Status Notice.
================================================================================
B-1
<PAGE>
================================================================================
|_| Change of Beneficiary |_| I am single |_| I am married
This change of beneficiary shall terminate my previous beneficiary
designation under the ESPP. In the event of my death, I hereby designate
the following person or trust as my beneficiary to receive all payments
and shares due to me under the ESPP:
Beneficiary (please print) _______________________________________________
(Last) (First) (MI)
Relationship to Beneficiary (if any)______________________________________
Street Address ___________________________________________________________
City, State/Country, Zip _________________________________________________
================================================================================
Date: _____________________ Employee Signature:_________________________
_________________________
spouse's signature (if
beneficiary is other than
spouse)
B-1
<PAGE>
DETACH HERE
PROXY
PERICOM SEMICONDUCTOR CORPORATION
2380 BERING DRIVE, SAN JOSE, CALIFORNIA 95131
Annual Meeting of Shareholders - December 14, 1999
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 1999 Annual Meeting of
Shareholders of Pericom Semiconductor Corporation to be held at the Company's
premises, 2380 Bering Drive, San Jose, California 95131 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 1,2 AND 3.
- ----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE 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 14, 1999.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Pericom Semiconductor Corporation
DETACH HERE
PSC12A
|X| Please mark
votes as in
this example
1. To elect six directors of the company to serve for the ensuing year
and until their successors are elected and qualified.
Nominees: Alex Chi-Ming Hui, Chi-Hung (John) Hui, Ph.D., Hau L. Lee,
Ph.D., Millard (Mel) Phelps, Tay Thiam Song, Jeffrey Young
FOR |_| |_| WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
|_| ______________________________________
For all nominees except as noted above
FOR AGAINST ABSTAIN
2. Approval of the company's 2000 |_| |_| |_|
Employee Stock Purchase Plan.
3. To ratify and approve the |_| |_| |_|
appointment of Deloitte &
Touche LLP as the independent
auditors for the Company for
the fiscal year ending June
30, 2000.
4. To transact such other business as may properly come before the
meeting.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT |_|
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:_________
