Notice of
Annual Meeting
of Shareholders and
Proxy Statement
December 9, 1998
Dear Shareholder:
You are cordially invited to attend the 1999 annual meeting of shareholders. The
meeting will be held at the corporate offices of Sawtek Inc., 1818 South Highway
441, Apopka, Florida, on Monday, January 25, 1999, starting at 10:00 a.m.
The notice of the meeting and the Proxy Statement on the following pages cover
the formal business of the meeting, which includes the election of the
directors.
Following the business session, I will report on current operations and on our
plans. Following these reports, there will be an open discussion period during
which your questions and comments will be welcome. We hope you will be able to
join us.
Cordially,
Steven P. Miller
Chairman and
Chief Executive Officer
<PAGE>
SAWTEK
INCORPORATED
1818 S. Highway 441
Apopka, Florida 32703
Notice of Annual Meeting of Shareholders
TO THE HOLDERS OF COMMON STOCK OF SAWTEK INC.
The annual meeting of the shareholders of Sawtek Inc. will be held at the
corporate offices of Sawtek Inc., 1818 South Highway 441, Apopka, Florida 32703,
on Monday, January 25, 1999, starting at 10:00 a.m. for the following purposes:
1. To elect directors.
2. To transact such other business as may properly come before the meeting.
Holders of Common Stock of record at the close of business on December 8, 1998,
will be entitled to vote at the meeting.
By order of the Board of Directors
WILLIAM A. GRIMM
Secretary
Apopka, Florida
December 9, 1998
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
<PAGE>
SAWTEK
INCORPORATED
1818 S. Highway 441
Apopka, Florida 32703
Notice of Annual Meeting of Shareholders
to be held January 25, 1999
General Information
- -------------------
The accompanying proxy is solicited by the Board of Directors of the Company. 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 December 8,
1998.
The Company has only one class of outstanding shares, namely Common Stock, par
value $.0005 per share, of which there were 20,858,597 shares outstanding on the
record date and 479 holders of record. Many shareholders hold their shares in
"street name." The Company believes it has more than 6,000 beneficial owners of
its Common Stock. 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 election of
directors requires a majority of the votes cast. 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.
So far as the directors of the Company are aware, no matters will be presented
to the meeting for action on the part of the shareholders other than the
election of the directors. If any other matter is properly brought before the
meeting, it is the intention of the persons named in the proxy to vote the
shares to which the proxy relates in accordance with their best judgment.
1
<PAGE>
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 $6,000. This Proxy Statement, the
accompanying proxy and a copy of the Company's Annual Report for the year ended
September 30, 1998, are being mailed to shareholders commencing on December 9,
1998.
Shareholder Item #1
- -------------------
Election of Directors
- ---------------------
All of the members of the Company's Board of Directors are elected annually at
the annual meeting of shareholders. The six members are Steven P. Miller, Neal
J. Tolar, Gary A. Monetti, Robert C. Strandberg, Bruce S. White, and Willis C.
Young, and each of them are standing for re-election. In accordance with the
Bylaws of Sawtek Inc., all directors hold office until the next annual meeting
and until his or her successor shall be elected and shall qualify, subject,
however, to prior death, resignation, retirement, disqualification or removal
from office. Vacancies may be filled by the remaining directors.
The authorized number of directors is presently set at six. From time to time,
the Board considers potential candidates, and as an appropriate candidate is
identified the Board will consider increasing the number of directors.
The persons named in the accompanying proxy will vote in favor of electing the
nominees to serve for the terms identified above, unless otherwise specified in
the proxy. If any nominee shall become unavailable for election, the proxies
will be voted for the election of such persons, if any, as shall be designated
by the Board of Directors.
None of the nominees nor any of the incumbent directors is related to any other
nominee or director or to any executive officer of the Company or its
subsidiaries by blood, marriage or adoption.
Biographical summaries of the nominees and of the continuing directors appear on
the following pages and data with respect to the number of shares of the
Company's Common Stock beneficially owned by them as of October 30, 1998 are set
forth in the table on page 13.
The Board of Directors recommend a vote in favor of each named nominee.
2
<PAGE>
Board of Directors
- ------------------
Steven P. Miller
- ----------------
Mr. Miller, 50, co-founded the Company, has served as a director since 1979,
chief executive officer since 1986, chairman since February 1996 and served as
president from 1979 to April 1997. Prior to joining the Company, he was manager
of the SAW device engineering and development Laboratory at Texas Instruments
Incorporated ("TI"), an electronics manufacturer. He joined TI in 1969. Mr.
Miller has a B.S. degree in electrical engineering from the South Dakota School
of Mines and Technology.
Neal J. Tolar
- -------------
Dr. Tolar, 56, co-founded the Company, has served as senior vice president and
chief technical officer since June 1995 and a director since 1979. He served as
vice president-operations and engineering from 1979 to June 1995. Prior to
joining the Company, he was a member of the technical staff in the RF Technology
Group of the Corporate Research Laboratory at TI. He joined TI in 1967. Dr.
Tolar has a Ph.D. in ceramic engineering from the University of Utah and a B.S.
degree in ceramic engineering from Mississippi State University.
Gary A. Monetti
- ---------------
Mr. Monetti, 39, joined the Company in 1982, has served as president since April
1997 and chief operating officer since July 1995 and served as vice
president-operations from July 1995 to April 1997. He has served in various
positions, since 1982, at the Company, including filter design engineer, manager
of filter technology, vice president-sales and marketing and vice
president-engineering. Mr. Monetti has an M.B.A. degree from Rollins College and
a B.S. degree in electrical engineering from the University of Illinois. Mr.
Monetti was appointed to the Board of Directors in April 1998.
Robert C. Strandberg
- --------------------
Mr. Strandberg, 41, has been a director of the Company since October 1995. Mr.
Strandberg is the president and chief executive officer of PSC Inc., a
manufacturer of bar code readers, since May 1997 and executive vice president
from November 1996 to May 1997. Mr. Strandberg is also a director of Merix
Corporation. From May 1996 to October 1996, he was self-employed as a business
consultant. From September 1991 to April 1996, Mr. Strandberg was the chairman
of the Board of Directors, president and chief executive officer of Datamax
International Corporation, a manufacturer of bar code printers. From 1988 to
1991, he was vice president-finance of Datamax. From 1986 to 1988, he worked for
GTECH, a lottery management company, in the areas of finance and strategic
planning. Mr. Strandberg has an M.B.A. degree from Harvard Graduate School of
Business Administration and a B.S. degree in operations research and industrial
engineering from Cornell University.
3
<PAGE>
Bruce S. White
- --------------
Mr. White, 65, has been a director of the Company since April 1996. Mr. White
was corporate vice president of AVNET Inc., a distributor of electronic
components, from January 1996 to January 1998, and the president of the Penstock
Division of AVNET Inc. from July 1994 to January 1998. From 1974 to July 1994,
Mr. White was the president and chief executive officer of Penstock Inc., a
company he founded to distribute RF and microwave components. Mr. White is now
retired from both AVNET and Penstock. AVENT is a distributor of certain products
manufactured by Sawtek. In fiscal 1998, sales from Sawtek to AVNET were
approximately $4.3 million. Mr. White has a B.A. degree in mathematics from
Colgate University and B.S. and M.S. degrees in electrical engineering from
Michigan State University.
Willis C. Young
- ---------------
Mr. Young, 57, has been a director of the Company since February 1996. He has
been a senior partner of the Atlanta office of BDO Seidman, LLP, an
international accounting and consulting firm, since January 1996. From April
1995 to December 1995, Mr. Young was the chief financial officer for Hayes
Microcomputer Products, Inc., a manufacturer of modems and communication
equipment, where he was engaged to assist in the implementation of Hayes'
restructuring in bankruptcy. From 1965 to March 1995, Mr. Young held various
positions with BDO Seidman, LLP, and from 1988 to March 1995 he was a vice
chairman and a member of the executive committee. Mr. Young has a B.S. degree in
accounting from Ferris State University. He is a certified public accountant.
Executive Officers
- ------------------
The current executive officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Steven P. Miller 50 Chairman, Chief Executive Officer and Director
Gary A. Monetti 39 President, Chief Operating Officer and Director
Neal J. Tolar 57 Senior Vice President, Chief Technical Officer and Director
Kimon Anemogiannis 36 Vice President - Engineering
Brian P. Balut 33 Vice President - Sales and Marketing
John K. Bitzer 48 Vice President - Operations Support
Raymond A. Link 44 Vice President - Finance, Treasurer and Chief Financial Officer
Azhar Waseem 45 Vice President - Manufacturing
</TABLE>
4
<PAGE>
Kimon Anemogiannis
- ------------------
Dr. Anemogiannis, 36, joined Sawtek in July 1995 as director of engineering and
was promoted to vice president-engineering in April 1998. Prior to joining
Sawtek, Dr. Anemogiannis was in various engineering positions for the surface
acoustic wave (SAW) group at Siemens Matsushita based in Munich, Germany from
August 1986 to July 1995. Dr. Anemogiannis has a Ph.D. and a M.S. degree in
electrical engineering from the Technical University of Munich.
Brian P. Balut
- --------------
Mr. Balut, 33, joined Sawtek in October 1994 as a sales manager, was promoted to
director of sales and marketing in November 1996 and promoted to vice president
sales and marketing in September 1998. From 1987 to 1994, Mr. Balut was in
various sales, marketing and engineering positions with REMEC, a manufacturer of
electronic components. Mr. Balut has a B.S. degree in electrical engineering
from the Massachusetts Institute of Technology and a M.B.A. degree from Rollins
College.
John K. Bitzer
- --------------
Mr. Bitzer, 48, joined Sawtek in August 1991 as director of operations support
and was promoted to vice president-operations support in April 1998. From
December 1988 to July 1991, Mr. Bitzer was the director of operations for the
ESCO unit of Emerson Electric. From 1974 to December 1988, Mr. Bitzer was in
various operations and management positions with the General Electric Company.
Mr. Bitzer has a B.S. degree in mechanical engineering from West Virginia
University.
Raymond A. Link
- ---------------
Mr. Link, 44, joined the Company in September 1995 as vice president-finance and
chief financial officer. From 1987 to September 1995, Mr. Link was vice
president-finance and chief financial officer of Hubbard Construction Company, a
heavy/highway construction company. From 1980 to 1987, he was with Harris
Corporation, an electronics manufacturer, in various financial capacities. Mr.
Link has a M.B.A. degree from the Wharton School at the University of
Pennsylvania and a B.S. degree in accounting from the State University of New
York at Buffalo. He is a certified public accountant.
Azhar Waseem
- ------------
Mr. Waseem, 45, joined Sawtek in March 1995 as director of wafer fabrication and
was promoted to vice president-manufacturing in April 1998. From 1989-1994, Mr.
Waseem was in various operation and engineering positions with Siliconix, Inc.,
a microelectronics manufacturer, based in Santa Clara, California and from
1986-1989 he was in various engineering positions with the General Electric
Company. Mr. Waseem has a B.S. and M.S. degree in electrical engineering and a
M.B.A. all from the University of Minnesota.
There are no family relationships between any of the Company's executive
officers or directors. Information on Messrs. Miller, Monetti and Tolar is
included in the director profiles above.
5
<PAGE>
Information on Board of Directors and Committees
- ------------------------------------------------
Meetings and Attendance
- -----------------------
During the year, there were six meetings of the Board of Directors and two
meetings of the standing committees of the Board. All directors attended more
than 75 percent of the aggregate of all meetings of the Board and the Board
committees on which they served.
Committees of the Board
- -----------------------
The Board has established two committees to assist in the discharge of its
responsibilities, the principal functions of each committee are described below.
In addition, the Board as a whole serves as the Nominating Committee.
The Audit Committee assists the Board in ensuring that the Company's financial,
auditing and reporting practices, procedures and controls are within acceptable
limits of sound practice and in accordance with applicable laws and regulations.
The Committee meets periodically with the independent auditors, together with
representatives of management, as appropriate, for the purpose of reviewing the
scope and results of the annual audit of the financial statements and the
recommendations of the auditors. The Committee also reviews the nature and
extent of non-audit professional services performed by the auditors. The
Committee held two meetings during the past 12 months. The members of the
Audit Committee are Messrs. Young (Chairman), Tolar and Strandberg.
The Compensation Committee assists the Board in reviewing the annual
compensation and bonuses for the executive officers. The Committee held one
meeting during the past 12 months. The members of the Compensation Committee are
Messrs. Strandberg (Chairman), White and Young.
Directors' Compensation
- -----------------------
Each of the three non-employee directors currently receive an annual retainer
fee of $8,000.
Messrs. Strandberg, White and Young each were granted options to purchase 20,000
shares of the Company's Common Stock in fiscal 1996. No options were granted to
the outside directors in fiscal 1997 or fiscal 1998. The options are
non-statutory options and are priced at the fair market value on the date of
grant. One-third of the option shares become exercisable on the anniversary of
the date of grant and one-third on each of the two succeeding anniversary dates.
The option term is five years.
6
<PAGE>
Report on Executive Compensation
- --------------------------------
General
- -------
For the fiscal year ended September 30, 1998, the Compensation Committee
approved the base compensation and bonuses paid and stock options granted to
several levels of management including the CEO and the other executive officers.
Compensation Philosophy
- -----------------------
The goal of the Company is to align business objectives and overall Company
performance and executive compensation. The Company needs to attract, retain and
reward executive officers and other key individuals who contribute to the
long-term success of the Company and to further motivate them to build
shareholder value. The Board of Directors has adopted a total compensation
package comprised of base salary, bonus and stock option awards as follows:
Base Salary: Each executive officer's base salary is reviewed on an
annual basis. Among those factors taken into consideration are: (1)
individual and corporate performance, (2) level of responsibility, (3)
prior experience, (4) breadth of knowledge of the industry, and (5)
competitive pay practices as reported by the American Electronics
Association for comparable size companies.
Bonus: Bonuses are paid only if the Company and individual executive
officers achieve the performance objectives for the year. Generally,
bonuses are based on the level of net income for the Company and other
factors as determined by the Compensation Committee.
Stock Option Grants: The Company provides significant equity-based
incentives for executives and other key employees to ensure that
individuals are motivated over the long term to respond to the
Company's business challenges and opportunities as owners and not just
as employees.
Chief Executive Officer Compensation
- ------------------------------------
Mr. Miller's base salary and bonus were determined in accordance with the
criteria described in the "Base Salary" and "Bonus" sections of this report. Mr.
Miller's base salary of $245,000 and cash bonus of $138,050 reflect the Board
and the Committee's assessment of: (i) the favorable operating results of the
Company for the past fiscal year, (ii) his leadership, and (iii) his broad
involvement in the overall operation and growth of the Company. The Board has
set his base compensation for fiscal 1999 at $253,600. Mr. Miller has not been
granted any stock options since 1994.
7
<PAGE>
Compensation Committee Interlocks and Insider Participation
- -----------------------------------------------------------
The Compensation Committee consisted of Messrs. Strandberg, White and Young
during fiscal 1998. Mr. White was corporate vice president of AVNET Inc. from
January 1996 to January 1998. In fiscal 1998, Sawtek sales to AVNET were
approximately $4.3 million. Mr. White does not have a direct or indirect
interest in these sales to AVNET.
Potential Limitation on Company Deductions
- ------------------------------------------
Internal Revenue Code Section 162(m) denies a deduction to any publicly-held
corporation for compensation paid to certain employees in a taxable year to the
extent that compensation exceeds $1,000,000 for a covered employee. It is
possible that compensation attributable to stock options, when combined with all
other types of compensation received by a covered employee from the Company, may
cause this limitation to be exceeded in any particular year.
There are a number of exceptions to this rule, such as compensation paid under a
shareholder approved "performance-based compensation" plan and certain stock
options granted prior to the Company being publicly-traded.
The Board of Directors believes that at the present time it is unlikely that
eligible compensation under Section 162(m) paid to any executive officer in a
taxable year will exceed one million dollars. Therefore, the Board of Directors
has not established a policy for determining which forms of incentive
compensation awarded to executive officers shall be designed to qualify as
"performance-based compensation."
Robert C. Strandberg - Chairman
Willis C. Young
Bruce S. White
Selection of Auditors
- ---------------------
Representatives of Ernst & Young LLP, independent auditors, who audited the
financial statements of the Company for the year ended September 30, 1998, are
expected to be present at the shareholders' meeting to make a statement if they
so desire and to be available to respond to appropriate questions of
shareholders. The Company has not reviewed fees and other arrangements for
auditing services, and accordingly the Board of Directors has not considered the
selection of public accountants for the year ending September 30, 1999.
Shareholder Proposals for the 2000 Annual Meeting
- -------------------------------------------------
Shareholder proposals intended to be presented at the 2000 annual meeting of
shareholders and to be included in the Company's Proxy Statement and form of
proxy for that meeting must be received by the Company no later than August 16,
1999.
8
<PAGE>
The Securities and Exchange Commission recently amended Rule 14a-4, which
governs the use by the Company of discretionary voting authority with respect to
shareholder proposals. SEC Rule 14a-14(c)(1) provides that, if the proponent of
a shareholder proposal fails to notify the company at least 45 days prior to the
month and day of mailing the prior year's Proxy Statement, the proxies of the
Company's management would be permitted to use their discretionary authority at
the Company's next annual meeting of shareholders if the proposal were raised at
the meeting without any discussion of the matter in the Proxy Statement. For
purposes of the Company's 1999 annual meeting of shareholders, this deadline is
October 28, 1998.
Performance Graph
- -----------------
The graph below comparies the performance of the Company's Common Stock with the
performance of the NASDAQ composite index and the Hambrecht & Quist
Communication Sector Component of its Growth and Technology Index. The
comparison of total return on investment for the period assumes that $100 was
invested on May 1, 1996 (the date the Company went public) in the Company and
each of the indices.
<TABLE>
Comparison of Total Return Among NASDAQ
Composit Index and the H&Q Communication Sector of its
Growth and Technology Index and Sawtek Inc.
<CAPTION>
End of Period Values
---------------------------------------------------------------
May 1, 1996 Sept. 30, 1996 Sept. 30, 1997 Sept. 30, 1998
----------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Sawtek $100 $200 $356 $109
NASDAQ Composite with dividends re-invested $100 $103 $142 $145
Hambrecht & Quist Communications Sector Index $100 $101 $113 $ 98
</TABLE>
9
<PAGE>
Summary Compensation Table
- --------------------------
The table below illustrates annual and long-term compensation for services to
the Company for the years ending September 30, 1998, 1997 and 1996 for those
executives who, as of September 30, 1998, were: (i) the chief executive officer
and (ii) the other four most highly compensated executives of the Company.
<TABLE>
<CAPTION>
Total Option
Name and Position Year Salary Bonus Other Compensation (3) Grants # (1)
----------------- ---- ------ ----- ---------------------- ------------
<S> <C> <C> <C> <C> <C>
Steven P. Miller 1998 $245,000 $138,050 $ 11,567 -
Chairman, President & Chief 1997 216,000 142,004 4,078 -
Executive Officer 1996 199,992 714,274 48,521 -
Neal J. Tolar 1998 $203,000 $116,050 $ 10,400 -
Senior Vice President & Chief 1997 180,000 118,604 5,529 -
Technical Officer 1996 167,003 692,831 39,594 -
Gary A. Monetti 1998 $184,000 $ 84,050 $ 8,051 15,000
President & Chief Operating 1997 141,000 86,604 3,490 20,000
Officer 1996 109,990 73,098 27,759 -
Raymond A. Link 1998 $154,000 $ 77,050 $ 8,159 15,000
Vice President-Finance & Chief 1997 130,000 79,604 3,612 15,000
Financial Officer 1996 106,194 74,683 15,097 60,000
Azhar Waseem* 1998 $ 98,621 $ 37,975 $ 6,763 15,000
Vice President Manufacturing
<FN>
* Mr. Waseem was appointed as vice president-manufacturing in fiscal 1998.
(1) Amounts shown represent the number of shares subject to qualified and non-qualified stock
options granted each year.
(2) The amounts reported include the following:
</FN>
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Contributions to
the Sawtek Inc.
Employee Stock
Ownership Plan
--------------------
Taxable Estate and
Portion Premiums for Tax
# of of Life Disability Planning 401(k)
Name Year Shares Cost Basis Insurance Insurance Services Matching
---- ---- ------ ---------- --------- --------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Steven P. Miller 1998 5,414 $ 2,436 $2,206 - 2,125 $4,800
1997 6,127 2,757 1,321 - -
1996 19,771 20,329 1,218 2,245 24,729
Neal J. Tolar 1998 5,414 $ 2,436 $3,164 - - $4,800
1997 6,127 2,757 2,772 - -
1996 19,771 20,329 2,556 - 16,709
Gary A. Monetti 1998 6,314 $ 2,842 $ 409 - - $4,800
1997 7,080 3,186 304 - -
1996 19,771 20,329 224 - 7,206
Raymond A. Link 1998 6,314 $ 2,842 $ 517 - - $4,800
1997 7,080 3,186 426 - -
1996 14,360 14,765 332 - -
Azhar Waseem 1998 5,399 $ 2,429 371 - - $3,963
</TABLE>
11
<PAGE>
Option Grants in FY98
- ---------------------
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed Rate
of Stock Price
Appreciation for
Option Term
-------------------------
Market Price per
% of Total Exercise Price Share at Date Expiration
# Granted (1) Grants (2) Per Share of Grant Date 0% 5% 10%
------------- ---------- -------------- ---------------- ---------- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Steven P. Miller - - - - - - - -
Neal J. Tolar - - - - - - - -
Gary A. Monetti 15,000 5.81% $22.13 $22.13 3/27/08 $0 $208,714 $528,923
Raymond A. Link 15,000 5.81% $22.13 $22.13 3/27/08 $0 $208,714 $528,923
Azhar Waseem 15,000 5.81% $22.13 $22.13 3/27/08 $0 $208,714 $528,923
<FN>
(1) The options become exercisable at a rate of 25% per year over four years and
have a term of 10 years. The potential realizable value is calculated based on
the term of the option at the time of the grant (10 years). Stock price
appreciation of 5% and 10% is assumed pursuant to rules promulgated by the
Securities and Exchange Commission and does not represent the Company's
prediction of its stock price performance.
(2) Based on an aggregate of 258,000 options granted to employees, officers and
directors of the Company in fiscal 1998 including the named executive officers.
</FN>
</TABLE>
Aggregate Option Exercises in Fiscal Year 1998 and Fiscal Year-End Option Values
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options
Options at Sept. 30, 1998 at Sept. 30, 1998 (2)
------------------------- ---------------------
# of Shares Value
Acquired on Exercise Realized (1) Exercisable Unexercisable Exercisable Unexercisable
-------------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Steven P. Miller - - - - - -
Neal J. Tolar - - - - - -
Gary A. Monetti 75,750 $2,503,238 100,980 30,000 $1,343,720 $ 0
Raymond A. Link 40,000 $1,091,263 28,750 81,250 $ 336,388 $428,638
Azhar Waseem 5,000 $ 117,055 13,750 36,250 $ 131,208 $131,208
<FN>
(1) Based on the product of: (i) the fair market value of the Common Stock at
the date of exercise minus the exercise price and (ii) the number of shares
acquired upon exercise.
(2) Based on the product of: (i) the fair market value of the Common Stock at
September 30, 1998 ($14.125 per share) minus the exercise price and (ii) the
number of shares acquired upon exercise.
</FN>
</TABLE>
12
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
- --------------------------------------------------------------
Directors, Executive Officers and Five Percent (5%) Shareholders
- ----------------------------------------------------------------
The rules of the Securities and Exchange Commission require disclosure regarding
any person known to the Company to be a beneficial owner of more than five
percent of the Company's Common Stock.
The following table sets forth certain information with respect to the shares
and equivalent units of the Company's Common Stock beneficially owned, as of
October 30, 1998, by each director, each of the executive officers named in the
Summary Compensation Table, and all executive officers as a group. Except as
otherwise noted, the named individual had sole voting and investment power with
respect to such securities.
<TABLE>
<CAPTION>
Shares Beneficially Owned
-------------------------
Principal Shareholders Number Percent
- ---------------------- ------ -------
<S> <C> <C>
Sawtek Inc. Employee Stock Ownership and 401(k) Plan ("The ESOP") (1) 6,406,311 30.7%
T. Rowe Price Associates, Inc. 100 E. Pratt Street, Baltimore, MD 21202 (2) 1,224,100 5.9%
Executive Officers and Directors
- --------------------------------
Steven P. Miller (3) 1,217,346 5.8%
Neal J. Tolar (4) 1,041,827 5.0%
Gary A. Monetti (5) 170,260 *
Raymond A. Link (6) 55,015 *
Azhar Waseem (7) 14,329 *
Robert C. Strandberg (8) 12,300 *
Bruce S. White (9) 23,334 *
Willis C. Young (9) 13,334 *
All directors and executive officers as a group (11 persons) 2,612,073 12.5%
<FN>
* Less than 1% of the outstanding Common Stock.
13
<PAGE>
(1) Marine Midland Bank is the Trustee of the ESOP. The ESOP, through its
Trustee, exercises sole dispositive and voting control over these
shares, all of which are held by the ESOP as record owner. Includes
4,358,150 shares allocated to participants' accounts and 2,048,161
shares not yet allocated to participants' accounts. Each ESOP
participant, with respect to certain matters, controls the voting of
shares allocated to his or her account by instructing the Trustee how
such shares shall be voted. The Trustee controls the voting of all
unallocated shares. The address for the Trustee is 140 Broadway Street,
11th Floor, New York, New York 10005.
(2) These securities are owned by various individual and institutional
investors which T. Rowe Price Associates, Inc. ("Price Associates")
serves as investment adviser with power to direct investments and/or
sole power to vote the securities. For purposes of the reporting
requirements of the Securities Exchange Act of 1934, Price Associates
expressly disclaims that it is, in fact, the beneficial owner of such
securities. Price Associates has sole dispositive power for the entire
holding of 1,224,100 shares and has sole voting power for 56,000
shares.
(3) Includes 406,323 shares held by Sawmill Investment Limited Partnership
of which Mr. Miller is the general partner and 787,835 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
majority age children. Excludes 113,911 shares owned by the ESOP but
allocated to his account. His business address is Sawtek Inc., 1818 S.
Highway 441, Apopka, Florida 32703.
(4) Excludes shares owned by his majority age children for which he
disclaims any beneficial interest. Excludes 152,957 shares owned by the
ESOP but allocated to his account. Includes 331,201 shares held by MOP
Investment Limited Partnership and 710,626 held by MOPNJ Investment
Limited Partnership of which Dr. Tolar has indirect voting control. His
business address is Sawtek Inc., 1818 S. Highway 441, Apopka, Florida
32703.
(5) Includes options to purchase 100,980 shares of Common Stock exercisable
within 60 days of October 30, 1998. Excludes 104,883 shares owned by
the ESOP but allocated to his account.
(6) Includes options to purchase 28,750 shares of Common Stock exercisable
within 60 days of October 30, 1998. Excludes 23,668 shares owned by the
ESOP but allocated to his account.
(7) Includes options to purchase 13,750 shares of Common Stock exercisable
within 60 days of October 30, 1998. Excludes 24,836 shares owned by the
ESOP but allocated to his account.
(8) Includes options to purchase 6,666 shares of Common Stock exercisable
within 60 days of October 30, 1998.
(9) Includes options to purchase 13,334 shares of Common Stock exercisable
within 60 days of October 30, 1998.
</FN>
</TABLE>
14
<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 annual meeting of shareholders of the Company to
be held on January 25, 1999, 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. Election of Directors, Nominees:
Steven P. Miller, Neal J. Tolar, Gary A. Monetti,
Robert C. Strandberg, Bruce S. White,
Willis C. Young
For the above
slate of nominees Withheld
Election of Directors --------- --------
If withheld, please list the nominee(s) that you are not in favor of:
--------------------------------------------------------------------
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 for
the election of directors. 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 held in your name: _________
- --------------------------------------
- --------------------------------------
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