<PAGE>
--SCHEDULE 14A TEMPLATE--
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Sawtek Inc.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
Notice of 2000
Annual Meeting
of Shareholders
and Proxy Statement
December 13, 1999
Dear Shareholder:
You are cordially invited to attend the 2000 annual meeting of shareholders.
The meeting will be held at the corporate offices of Sawtek Inc., 1818 South
Highway 441, Apopka, Florida, on Tuesday, February 1, 2000, 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,
/s/ S. P. Miller
Steven P. Miller
Chairman of the Board of Directors
<PAGE>
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[LETTERHEAD OF SAWTEK INCORPORATED APPEARS HERE]
Notice of Annual Meeting of Shareholders
1818 South Highway 441
Apopka, Florida 32703
TO THE HOLDERS OF COMMON STOCK OF SAWTEK INC.
The annual meeting of shareholders of Sawtek Inc. will be held at the corporate
offices of Sawtek Inc., 1818 South Highway 441, Apopka, Florida 32703, on
Tuesday, February 1, 2000, 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 14, 1999,
will be entitled to vote at the meeting.
By order of the Board of Directors
WILLIAM A. GRIMM
Secretary
Apopka, Florida
December 13, 1999
- --------------------------------------------------------------------------------
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>
[LOGO OF SAWTEK INCORPORATED APPEARS HERE]
1818 South Highway 441
Apopka, Florida 32703
Notice of Annual Meeting of Shareholders
to be held February 1, 2000
General Information
The accompanying proxy is solicited by the Board of Directors of the Company. A
shareholder may revoke their 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 14,
1999.
The Company has only one class of outstanding shares, namely common stock, par
value $.0005 per share, of which there were 42,668,194 shares outstanding on the
record date and 111 holders of record. Many shareholders hold their shares in
"street name." The Company believes it has more than 4,000 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.
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 $13,000. This Proxy
Statement, the accompanying proxy, and a copy of the Company's Annual Report for
the year ended September 30, 1999, are being mailed to shareholders commencing
on December 13, 1999.
1
<PAGE>
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, Robert C. Strandberg, Bruce S. White, Willis C. Young, and Gary A.
Monetti, 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 29, 1999, are
set forth in the table on page 11.
The Board of Directors recommends a vote in favor of each named nominee.
2
<PAGE>
Board of Directors
[PHOTO APPEARS HERE]
Steven P. Miller
Mr. Miller, 51, co-founded the Company, has served as a Director since 1979,
Chief Executive Officer from 1986 to September 30, 1999, Chairman since February
1996 and President from 1979 to April 1997. He stepped down from day-to-day
operations on September 30, 1999. 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.
[PHOTO APPEARS HERE]
Neal J. Tolar
Dr. Tolar, 58, co-founded the Company and has served as Senior Vice President
and Chief Technical Officer from June 1995 to September 30, 1999 and a Director
since 1979. He also served as Vice President-Operations and Engineering from
1979 to June 1995. He stepped down from the day-to-day operations on September
30, 1999. 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 B.S. degree in Ceramic Engineering from Mississippi
State University and a Ph.D. in Ceramic Engineering from the University of Utah.
[PHOTO APPEARS HERE]
Gary A. Monetti
Mr. Monetti, 40, joined the Company in 1982 and was appointed Chief Executive
Officer effective October 1, 1999. He has served as President from April 1997 to
September 30, 1999 and Chief Operating Officer from July 1995 to September 30,
1999 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 a B.S. degree in
Electrical Engineering from the University of Illinois and an M.B.A. degree from
Rollins College. Mr. Monetti was appointed to the Board of Directors in April
1998.
[PHOTO APPEARS HERE]
Robert C. Strandberg
Mr. Strandberg, 42, has been a Director of the Company since October 1995. Mr.
Strandberg is President and CEO of PSC Inc., a manufacturer of bar code readers,
since June 1997 and served as Executive Vice President from November 1996 to
June 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
3
<PAGE>
worked for GTECH, a lottery management company, in the areas of finance and
strategic planning. Mr. Strandberg has a B.S. degree in Operations Research and
Industrial Engineering from Cornell University and an M.B.A. degree from Harvard
Graduate School of Business Administration.
[PHOTO APPEARS HERE]
Bruce S. White
Mr. White, 66, has been a Director of the Company since April 1996. Mr. White
was a 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. AVNET is a distributor of certain products
manufactured by Sawtek. In fiscal 1999, sales from Sawtek to AVNET were
approximately $3.8 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.
[PHOTO APPEARS HERE]
Willis C. Young
Mr. Young, 58, 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:
Name Age Position
Gary A. Monetti 40 Chief Executive Officer and Director
Kimon Anemogiannis 37 President and Chief Operating Officer
Raymond A. Link 45 Senior Vice President-Finance, Treasurer,
and Chief Financial Officer
Brian P. Balut 34 Vice President-Sales and Marketing
John K. Bitzer 49 Vice President-Operations Support
Azhar Waseem 46 Vice President-Operations
4
<PAGE>
Kimon Anemogiannis
Dr. Anemogiannis, 37, joined Sawtek in July 1995 as Director of Engineering and
was promoted to Vice President-Engineering in April 1998, Vice President-
Operations in 1999 and President and Chief Operating Officer, effective October
1, 1999. 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 M.S. and
Ph.D. degrees in Electrical Engineering from the Technical University of Munich.
Raymond A. Link
Mr. Link, 45, joined the Company in September 1995 as Vice President-Finance and
Chief Financial Officer and was promoted to Senior Vice President and Chief
Financial Officer, effective October 1, 1999. 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, a manufacturer of electronic communication
equipment, in various financial capacities. Mr. Link has a B.S. degree from the
State University of New York at Buffalo and an M.B.A. degree from the Wharton
School at the University of Pennsylvania. He is a Certified Public Accountant.
Brian P. Balut
Mr. Balut, 34, 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 an M.B.A. degree from Rollins
College.
John K. Bitzer
Mr. Bitzer, 49, 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.
Azhar Waseem
Mr. Waseem, 46, joined Sawtek in March 1995 as Director of Wafer Fabrication and
was promoted to Vice President-Manufacturing in April 1998 and to Vice
President-Operations, effective October 1, 1999. From 1989-1994, Mr. Waseem was
in various operations and engineering positions of 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 B.S. and M.S. degrees in Electrical Engineering and an 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 Mr. Monetti is included in the director
profiles above.
5
<PAGE>
Information on Board of Directors and Committees
Meetings and Attendance
During the year, there were four meetings of the Board of Directors and two
meetings of the standing committees of the Board. All directors attended all
meetings of the Board and the committees on which they serve.
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 two
meetings during the past 12 months. The members of the Compensation Committee
are Messrs. Strandberg (Chairman), White, and Young.
Directors' Compensation
Each of the five non-employee directors currently receive an annual retainer fee
of $8,000 and are eligible to participate in the Company's group medical plan at
the same cost as employees of Sawtek.
Messrs. Miller and Tolar stepped down as employees of Sawtek on September 30,
1999, but continue to serve as consultants to the Company at a monthly retainer
of $4,000 per month in addition to the $8,000 per year Director retainer. The
consulting agreements are one-year agreements renewable at the discretion of the
Board of Directors.
Messrs. Strandberg, White, and Young each were granted options to purchase
40,000 shares of the Company's common stock in fiscal 1996. No options were
granted to the outside directors in fiscal 1997, 1998, or 1999. 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, 1999, 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 $253,600 and cash bonus of $171,240 reflect the Board
and the Compensation 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.
Effective October 1, 1999, Mr. Monetti was appointed Chief Executive Officer of
Sawtek. The Board has set Mr. Monetti's base compensation for fiscal 2000 at
$210,000 and he was granted 50,000 stock options at an exercise price of
$32.125, which was the fair market value at the date of grant. These options
vest over a four-year period and have a term of ten years.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee consisted of Messrs. Strandberg, White, and Young
during fiscal 1999. There were no interlocks or insider participation among the
Board members in 1999.
7
<PAGE>
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, 1999, 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, 2000.
Shareholder Proposals for the 2001 Annual Meeting
Shareholder proposals intended to be presented at the 2001 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,
2000.
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-4(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 the
purposes of the Company's 2000 annual meeting of shareholders, this deadline was
October 28, 1999.
8
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Performance Graph
The graph below compares 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.
Comparison of Total Return Among NASDAQ Composite Index
and the H&Q Communication Sector of its Growth and Technology Index and Sawtek
Inc.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
End of Period Values
May 1, 1996 Sept. 30, 1996 Sept. 30, 1997 Sept. 30, 1998 Sept. 30, 1999
<S> <C> <C> <C> <C> <C>
Sawtek $100 $200 $356 $109 $538
NASDAQ Composite $100 $103 $142 $145 $234
with dividends re-invested
Hambrecht & Quist $100 $101 $113 $ 98 $229
Communication Sector Index
</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, 1999, 1998, and 1997 for those
executives who, as of September 30, 1999, 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/(1)/ Year Salary Bonus Grants #/(2)/
<S> <C> <C> <C> <C>
Steven P. Miller 1999 $253,600 $171,240 --
Chairman and Chief 1998 245,000 138,050 --
Executive Officer 1997 216,000 142,004 --
Neal J. Tolar 1999 210,100 141,868 --
Senior Vice President and 1998 203,000 116,050 --
Chief Technical Officer 1997 180,000 118,604 --
Gary A. Monetti 1999 194,000 91,467 50,000
President and Chief 1998 184,000 84,050 30,000
Operating Officer 1997 141,000 86,604 40,000
Raymond A. Link 1999 163,000 81,467 50,000
Vice President - Finance 1998 154,000 77,050 30,000
and Chief Financial Officer 1997 130,000 79,604 30,000
Kimon Anemogiannis* 1999 122,013 71,467 240,000
Vice President - Operations
</TABLE>
/(1)/ Effective October 1, 1999, Steven P. Miller and Neal J. Tolar stepped down
from day-to-day operations and Gary A. Monetti was promoted to Chief
Executive Officer, Kimon Anemogiannis was promoted to President and Chief
Operating Officer and Raymond A. Link was promoted to Senior Vice
President and Chief Financial Officer.
/(2)/ Amounts shown represent the number of shares subject to qualified and non-
qualified stock options granted each year.
Option Grants in FY99
<TABLE>
<CAPTION>
Potential Realizable Value at
% of Exercise Market Price Assumed Rate of Stock Price
# Total Price Per Share at Expiration Appreciation for Option Term
Granted/(1)/ Grants/(2)/ Per Share Date of Grant Date 0% 5% 10%
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Steven P. Miller -- -- -- -- -- -- -- --
Neal J. Tolar -- -- -- -- -- -- -- --
Gary A. Monetti 50,000 5.34% $ 32.13 $ 32.13 7/27/09 $ 0 $1,010,162 $ 2,559,949
Raymond A. Link 50,000 5.34% $ 32.13 $ 32.13 7/27/09 $ 0 $1,010,162 $ 2,559,949
Kimon 240,000 25.61% $ 10.94- $ 10.94- 3/16/09- $ 0 $4,315,789 $10,937,058
Anemogiannis $ 32.13 $ 32.13 7/27/09
</TABLE>
/(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
10
<PAGE>
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 937,000 options granted to employees, officers
and Directors of the Company in fiscal 1999 including the named executive
officers.
Aggregate Option Exercises in Fiscal Year 1999 and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Securities
# of Shares Underlying Unexercised Value of Unexercised in-the-Money
Acquired Value Options at September 30, 1999 Options at September 30, 1999/(2)/
On Exercise Realized/(1)/ Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Steven P. Miller -- -- -- -- -- --
Neal J. Tolar -- -- -- -- -- --
Gary A. Monetti 40,000 $ 750,000 179,460 92,500 $5,901,134 $1,094,844
Raymond A. Link 30,000 $ 362,531 122,500 117,500 $3,955,431 $1,875,969
Kimon 16,666 $ 164,922 103,334 260,000 $3,453,795 $1,999,688
Anemogiannis
</TABLE>
/(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, 1999, ($35 per share) minus the exercise price and (ii) the
number of shares acquired upon exercise.
Security Ownership of Certain Beneficial Owners and Management
Directors, Executive Officers and Five Percent (5%) Shareholders
<TABLE>
<CAPTION>
Shares Beneficially Owned
Principal Shareholders Number Percent
<S> <C> <C>
Sawtek Inc. Employee Stock Ownership and 12,209,942 28.90%
401(k) Plan(1) ("The ESOP")
Executive Officers and Directors
Steven P. Miller/(2)/ 2,042,192 4.83%
Neal J. Tolar/(3)/ 1,701,154 4.03%
Gary A. Monetti/(4)/ 344,564 *
Raymond A. Link/(5)/ 183,356 *
Kimon Anemogiannis/(6)/ 107,162 *
</TABLE>
11
<PAGE>
<TABLE>
<S> <C> <C>
Robert C. Strandberg/(7)/ 24,600 *
Bruce S. White/(8)/ 40,000 *
Willis C. Young/(9)/ 20,000 *
All Directors and Executive Officers as a Group (11 persons) 4,592,566 10.87%
</TABLE>
*Less than 1% of the outstanding Common Stock.
/(1)/ HSBC (formerly known as 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 9,029,458 shares allocated to participants' accounts and
3,180,484 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.
/(2)/ Includes 659,022 shares held by Sawmill Investment Mr. Miller is the
general partner and 1,383,170 Limited Partnership of which shares held by
Via Capri Investment Limited Partnership of which Mr. Miller has indirect
voting control. Excludes 237,892 shares owned by the ESOP but allocated
to his account.
/(3)/ Excludes shares owned by his majority age children of which he disclaims
any beneficial interest. Excludes 315,983 shares owned by the ESOP but
allocated to his account. Includes 485,778 shares held by MOP Investment
Limited Partnership and 1,215,376 shares held by MOPNJ Investment Limited
Partnership of which Dr. Tolar has indirect voting control.
/(4)/ Includes options to purchase 179,460 shares of common stock exercisable
within 60 days of October 31, 1999. Excludes 200,583 shares owned by the
ESOP but allocated to his account.
/(5)/ Includes options to purchase 122,500 shares of common stock exercisable
within 60 days of October 31, 1999. Excludes 59,098 shares owned by the
ESOP but allocated to his account.
/(6)/ Includes options to purchase 103,334 shares of common stock exercisable
within 60 days of October 31, 1999. Excludes 48,207 shares owned by the
ESOP but allocated to his account.
/(7)/ Includes options to purchase 13,332 shares of common stock exercisable
within 60 days of October 31, 1999.
/(8)/ Includes options to purchase 40,000 shares of common stock exercisable
within 60 days of October 31, 1999.
/(9)/ Includes options to purchase 20,000 shares of common stock exercisable
within 60 days of October 31, 1999.
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SAWTEK INC.
1818 South Highway 441
Apopka, Florida 32703
(407)886-8860
PROXY
GARY A. MONETTI, 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 February 1, 2000, 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 shareholder. 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: _____________________________ 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:
______________________________
______________________________ ________________________
______________________________
