SAWTEK
INCORPORATED
1818 S. Highway 441
Apopka, Florida 32703
(407) 886-8860
Notice of Special Meeting of Shareholders
TO THE HOLDERS OF COMMON STOCK OF SAWTEK INC.:
A special meeting of the shareholders of Sawtek Inc. (the "Company") will be
held at the corporate offices of the Company, 1818 South Highway 441, Apopka,
Florida 32703, on Monday, March 17, 1997, starting at 10:00 a.m. for the
following purpose:
To consider and act upon a proposed amendment to the Company's Articles
of Incorporation increasing the number of authorized shares of Common
Stock, par value $.0005 per share, from 40,000,000 shares to
120,000,000 shares.
Holders of Common Stock of record at the close of business on February 14,
1997 will be entitled to vote at the meeting.
By order of the Board of Directors
WILLIAM A. GRIMM
Secretary
Apopka, Florida
February 14, 1997
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IMPORTANT NOTICE
To assure your representation at the meeting,
please complete, date, sign, and mail promptly the enclosed
proxy for which a return envelope is provided.
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<PAGE>
SAWTEK
INCORPORATED
1818 S. Highway 441
Apopka, Florida 32703
(407) 886-8860
Notice of a Special Meeting of Shareholders
to be held March 17, 1997
General Information
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The accompanying proxy is solicited by the Board of Directors of the Company for
use at a special meeting of the shareholders to be held on March 17, 1997 at the
time and place set forth on the notice of the meeting. A shareholder may revoke
his proxy at any time prior to the time it is voted at the meeting by filing
with the Secretary of the Company a written notice of revocation, by duly
executing and delivering a subsequent proxy bearing a later date, or by
attending the meeting and voting in person.
The record date for shareholders entitled to vote at the meeting is February 14,
1997.
The Company has only one class of outstanding shares, namely Common Stock, par
value $.0005 per share, of which there were 20,341,186 shares outstanding on the
record date and 106 holders of record. Each share is entitled to one vote.
The shares represented by each valid proxy will be voted at the meeting or any
adjournment thereof, and, if a choice is specified in the proxy, the shares will
be voted in accordance with such specification. If no vote is specified, the
shares will be voted as set forth in the accompanying proxy. The proposal to
amend the Company's Articles of Incorporation to increase the authorized shares
requires a majority of the votes cast at a meeting where a quorum is present. A
quorum consists of a majority of the outstanding shares of Common Stock. With
respect to abstentions, shares are considered present at the meeting for a
particular proposal, but since they are not affirmative votes for the proposal,
they will have the same effect as votes against the proposal. With respect to
shares held in brokerage accounts, shares which are not voted by the broker are
not considered present at the meeting for the particular proposal.
The cost of soliciting proxies will be borne by the Company. Officers and
employees may, by letter, telephone, or in person, make additional requests for
the return of proxies. The Company will reimburse brokerage houses, custodians,
nominees and others for their out-of-pocket expenses incurred in connection with
such solicitation. The Company also has retained ADP Corporation to aid in the
solicitation of proxies at an estimated fee of $4,000. This Proxy Statement and
the accompanying proxy are being mailed to shareholders commencing on February
14, 1997.
<PAGE>
PROPOSED AMENDMENT INCREASING THE NUMBER OF SHARES
OF COMMON STOCK WHICH THE COMPANY HAS THE AUTHORITY
TO ISSUE FROM 40,000,000 SHARES TO 120,000,000 SHARES
On January 20, 1997, the Board of Directors adopted the following
resolution:
RESOLVED: That this Board of Directors deems it advisable that the
amendment to the Articles of Incorporation of this
corporation be amended so as to increase the total
number of shares of Common Stock which this corporation
shall have authority to issue from 40,000,000 shares, with a
par value of $.0005 per share, to 120,000,000 shares, with a
par value of $.0005 per share.
The Board of Directors also directed that the proposed amendment be
submitted for action at the special meeting of Shareholders to be held on March
17, 1997.
Increase in Number of Shares of Common Stock. If approved by the
shareholders, the amendment will authorize the Company to issue an additional
80,000,000 shares of the Company's Common Stock, par value $.0005 per share. As
of February 14, 1997, there were 40,000,000 shares of Common Stock authorized,
of which 20,341,186 shares were outstanding, 1,604,200 shares were available for
issuance pursuant to the Company's stock option plan, and 468,676 shares were
available for issuance pursuant to the Company's Employee Stock Purchase Plan.
The Board of Directors is empowered under the Articles of Incorporation of the
Company to issue shares of authorized Common Stock without further shareholder
approval. The holders of the Company's Common Stock do not have preemptive
rights.
The Company is authorized to issue up to 1,000,000 shares of preferred
stock. The Board of Directors has authority to issue the preferred stock in one
or more series and to fix the number of shares constituting any such series, and
the voting powers, designations, preferences, and relative participating,
optional or other special rights and qualifications, limitations or restrictions
thereof, including the dividend rights, dividend rate, terms of redemption,
redemption prices, conversion and voting rights, and liquidation preferences,
without any further vote or action by the holders of Common Stock.
The authority of the Board of Directors to issue preferred stock could
be used to discourage attempts by others to obtain control of the Company
through a merger, tender offer, proxy or consent solicitation, or otherwise, by
making such attempts more difficult to achieve and more costly. The Board of
Directors may issue preferred stock without approval of the holders of Common
Stock and with voting rights that could adversely affect the voting power of the
then existing holders of Common Stock. There are no agreements or understandings
for the issuance of preferred stock, and the Board of Directors has no present
intention of issuing any shares of preferred stock, nor are any shares of
preferred stock outstanding at the present time.
<PAGE>
Recommendation of the Board of Directors. The Company presently has
20,341,186 shares of Common Stock outstanding and 40,000,000 shares of Common
Stock authorized. The Board of Directors believes that it is in the best
long-term and short-term interest of the Company and its shareholders to
increase the amount of authorized shares by 80,000,000 to a total of 120,000,000
shares to provide sufficient shares for general corporate purposes as may be
advisable by the Board of Directors without further action or authorization by
the shareholders. Such corporate purposes might include stock splits,
acquisition of capital funds through the sale of stock, and the acquisitions of
other corporations or properties. The Board of Directors believes that the
availability of shares would afford the Company flexibility in considering and
implementing any of the corporate transactions enumerated. There are no current
agreements, arrangements, or understandings with respect to the issuance of any
shares of Common Stock which would be authorized by the amendment, except that
in light of the current price of the Company's Common Stock the Board of
Directors is considering a two-for-one stock split, and in light of overall
current market conditions, the Board of Directors is considering raising
additional equity capital through the sale of shares of Common Stock. There can
be no assurance that a stock split or an equity offering will occur.
The Board of Directors recommends a vote for the proposed amendment.
DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
The Company's next Annual Meeting will be held in January 1998. An
eligible shareholder who desires to have a qualified proposal considered for
inclusion in the proxy statement for that meeting must have given notice to the
Company of the terms and content of the proposal not later than August 17, 1997.
OTHER MATTERS
Florida law provides that no other matters may be brought before the
meeting.
VOTING PROXIES
The Board of Directors recommends an affirmative vote on the proposal
specified. Proxies will be voted as specified. If signed proxies are returned
without specifying an affirmative or negative vote on any proposal, the shares
represented by such proxies will be voted in favor of the Board of Directors'
recommendation.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of outstanding
shares of Common Stock beneficially owned (as defined in accordance with Rule
13d-3 under the Securities Exchange Act of 1934) as of January 31, 1997 by (i)
all persons known by the Company to own beneficially more than 5% of the
Company's Common Stock, (ii) each Director of the Company, (iii) each Executive
Officer of the Company and (iv) all Directors and Executive Officers as a group.
Unless otherwise indicated, all persons listed hold sole voting and investment
power with respect to the shares listed opposite their respective names.
<TABLE>
Shares Beneficially Owned
Number Percent
<S> <C> <C>
Principal Shareholders:
Employee Stock Ownership Plan and Trust for Employees of Sawtek Inc.(1) 9,815,035 48.25%
Executive Officers and Directors:
Steven P. Miller (2) 1,321,346 6.50%
Neal J. Tolar (3) 1,141,827 5.61%
Gary A. Monetti (4) 200,980 1.00%
Thomas L. Shoquist (5) 80,340 *
Raymond A. Link (6) 6,648 *
Robert C. Strandberg (7) 3,467 *
Bruce S. White 10,000 *
Willis C. Young (8) 6,667 *
All directors and executive officers as a group (8 persons) 2,771,275 13.62%
<FN>
* Less than 1% of the outstanding Common Stock.
(1) Messrs. Miller, Tolar, Strandberg and Young are the Trustees of the
ESOP. The ESOP, through its Trustees, exercises sole dispositive and
voting control over these shares, all of which are held by the ESOP as
record owner. Includes 6,778,604 shares allocated to participants'
accounts and 3,036,431 shares not yet allocated to any participant's
account. Each ESOP participant, with respect to certain matters,
controls the voting of shares allocated to his or her account by
instructing the Trustees how such shares shall be voted. The Trustees
control the voting of all unallocated shares.
<PAGE>
(2) Includes 406,323 shares held by Sawmill Investment Limited Partnership
of which Mr. Miller is the general partner, 891,835 shares held by Via
Capri Investment Limited Partnership of which Mr. Miller has indirect
voting control, and 23,188 shares held in trust for his children.
Excludes 206,400 shares owned by the ESOP but allocated to his account.
(3) Excludes 59,559 shares owned by his majority age children for which he
disclaims any beneficial interest. Excludes 202,703 shares owned by the
ESOP but allocated to his account. Includes 331,201 shares held by MOP
Investment Limited Partnership of which Dr. Tolar is the general
partner and 810,626 held by MOPNJT Investment Limited Partnership of
which Dr. Tolar has indirect voting control.
(4) Includes options to purchase 164,730 shares of Common Stock exercisable
within 60 days of January 31, 1997. Excludes 184,142 shares owned by
the ESOP but allocated to his account.
(5) Includes 80,340 shares held in the Thomas L. Shoquist Family Trust of
which Mr. Shoquist is a co-trustee. Excludes 202,047 shares owned by
the ESOP but allocated to his account.
(6) Excludes 15,842 shares owned by the ESOP but allocated to his account.
(7) Includes options to purchase 2,667 shares of Common Stock exercisable
within 60 days of January 31, 1997.
(8) Includes options to purchase 6,667 shares of Common Stock exercisable
within 60 days of January 31, 1997.
</FN>
</TABLE>
<PAGE>
SAWTEK INC.
1818 S. Highway 441
Apopka, Florida 32703
(407) 886-8860
PROXY
STEVEN P. MILLER, RAYMOND A. LINK AND WILLIAM A. GRIMM, or any of them, are
hereby authorized, with full power of substitution, to represent and to vote the
stock of the undersigned at the special meeting of shareholders of the Company
to be held on March 17, 1997, or at any adjournment, upon such business as may
properly come before the meeting, including the following items as set forth in
the Proxy Statement.
1. Amendment to the Articles of Incorporation to increase the number of
shares of Common Stock which the Company has the authority to issue
from 40,000,000 shares to 120,000,000 shares:
For the above
Amendment Withheld
Amendment to the Articles of Incorporation ______ ______
You are encouraged to specify your choices by marking the appropriate box. This
Proxy, when properly executed, is voted in the manner directed herein by the
undersigned stockholder. If no direction is made, this Proxy will be voted
against the Amendment to the Articles. The Proxies cannot vote your shares
unless you sign and return the Card. In their discretion, the Proxies are
authorized to vote upon such other business as may properly come before this
meeting.
____ I plan to attend the meeting.
Signature(s) _______________________________ Date ______________
Signature _______________________________ Date ______________
Please sign exactly as name appears above. When signing as attorney,
executor, administrator, Trustee, or guardian, give your full title as
such. All joint owners must sign.
(change of address) Shares in your name __________
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<PAGE>
Exhibit for SEC purposes only
PROPOSED ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
SAWTEK INC.
The undersigned, Steven P. Miller, President of Sawtek Inc., a Florida
corporation (the "Corporation") hereby executes the following Amendment to the
Articles of Incorporation of the Corporation:
ARTICLE I: Name. The name of the Corporation is Sawtek Inc.
ARTICLE II: Amendment. The Articles of Incorporation of the Corpora-
tion are hereby amended as follows:
The first paragraph of Article IV, of the Articles of Incorporation is
deleted in its entirety and replaced by the following:
"The maximum number of shares of its common stock that the Corporation
is authorized to have outstanding at any one time is 120,000,000 shares, $0.0005
per share par value (the "Common Stock"). The maximum number of shares of its
preferred stock that the Corporation is authorized to have outstanding at any
time is 1,000,000 shares, $0.01 per share par value (the "Preferred Stock"). The
consideration to be paid for each share shall be fixed by the Board and may be
paid in whole or in part in cash or other property, tangible or intangible, or
in labor or services actually performed or to be performed for the Corporation,
with a value, in the judgment of the directors, equivalent to or greater than
the full value of the shares.
ARTICLE III: This amendment to the Articles of Incorporation was
adopted by the Corporation on March 17, 1997, pursuant to a recommendation by
the Board of Directors of the Corporation to the shareholders of the Corporation
and approval by the required majority of the shareholders on March 17, 1997, at
a special meeting of the shareholders. The number of votes cast for the
amendment by the shareholders was sufficient for approval.
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Amendment to Articles of Incorporation, this 17th day of March, 1997.
SAWTEK INC.
By:______________________________
Steven P. Miller, President
