<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 sec.240.14a-11(c) or sec.240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
UNITRODE CORPORATION
(Name of Registrant as Specified In Its Charter)
UNITRODE CORPORATION
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
- - --------------------------------------------------------------------------------
<PAGE> 2
[LOGO]
UNITRODE CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 12, 1995
To The Stockholders:
The Annual Meeting of Stockholders of Unitrode Corporation (the
"Corporation") will be held on Monday, June 12, 1995 at 11:00 a.m. in the Fleet
Bank Conference Center, 75 State Street, 8th Floor, Boston, MA 02109, to
consider and vote upon:
1. The election of two directors for a three-year term ending in
1998.
2. Approval and ratification of amendments to the Unitrode 1992
Employee Stock Option Plan to (i) increase the number of shares of Common
Stock available for issuance under the Plan from 1,000,000 shares to
2,000,000 shares, and (ii) limit the number of stock options and SARs that
may be granted under the Plan to any employee during any fiscal year, in
order to comply with new Section 162(m) of the Internal Revenue Code.
3. Such other business as may properly come before the meeting or any
adjournment or postponement thereof.
The Board of Directors has fixed the close of business on Friday, April 14,
1995 as the record date for determining the stockholders entitled to notice of
and to vote at the meeting.
IN ORDER THAT YOUR STOCK MAY BE REPRESENTED AT THE MEETING IN CASE YOU ARE
NOT PERSONALLY PRESENT, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND
RETURN IT PROMPTLY IN THE ACCOMPANYING ADDRESSED ENVELOPE. NO POSTAGE NEED BE
AFFIXED IF MAILED IN THE UNITED STATES.
By order of the Board of Directors.
ALLAN R. CAMPBELL
Senior Vice President, General
Counsel and Secretary
7 Continental Boulevard
Merrimack, New Hampshire 03054
April 28, 1995
<PAGE> 3
UNITRODE CORPORATION
7 CONTINENTAL BOULEVARD
MERRIMACK, NEW HAMPSHIRE 03054
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
JUNE 12, 1995
This Proxy Statement and the enclosed form of proxy are furnished to
stockholders of Unitrode Corporation, a Maryland corporation (the
"Corporation"), in connection with the solicitation by the Board of Directors of
proxies to be used at the Annual Meeting of Stockholders of the Corporation to
be held Monday, June 12, 1995 at the time and place set forth in the
accompanying Notice of Annual Meeting of Stockholders and at all adjournments or
postponements thereof. Any person giving the enclosed form of proxy has the
power to revoke it by voting in person at the Annual Meeting, by delivery of a
later-dated proxy, or by giving written notice to the Secretary of the
Corporation at any time before the proxy is exercised. This Proxy Statement and
the enclosed form of proxy are first being sent to stockholders on or about
April 28, 1995.
The Corporation will bear the cost of solicitation of proxies. In addition
to solicitation by mail, proxies may be solicited by directors, officers and
employees of the Corporation, personally or by telephone, and the Corporation
may reimburse brokerage firms, banks, custodians, nominees and their fiduciaries
for their reasonable out-of-pocket expenses in forwarding proxy materials to
their principals. In addition, the Corporation may retain Georgeson & Co. to
assist in the solicitation of proxies. The fees of Georgeson & Co. would be
expected to aggregate approximately $8,500 plus reimbursement for out-of-pocket
expenses.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on Friday, April 14,
1995, are entitled to vote at the Annual Meeting. On that date, the Corporation
had outstanding 11,856,700 shares of common stock, each of which is entitled to
one vote.
VOTE REQUIRED FOR APPROVAL
The election of directors requires the affirmative vote of the holders of a
majority of all the shares entitled to vote at the meeting in person or by
proxy. For purposes of the election of directors, abstentions will not be
counted as votes cast and will have the effect of negative votes, although they
will count toward the presence of a quorum. The approval of the amendments to
the 1992 Employee Stock Option Plan requires the affirmative vote of the holders
of a majority of the shares present and entitled to vote at the meeting in
person or by proxy. For purposes of the vote on the proposed amendments,
abstentions will have the same effect as votes against the proposed amendments
and broker non-votes will not be counted as votes cast and will have no effect
on the result of the vote. Both abstentions and broker non-votes will count
toward the presence of a quorum.
ELECTION OF DIRECTORS
The Charter of the Corporation provides that the Board of Directors shall
be divided into three classes with each class as nearly equal in number as
possible, and that one class shall be elected each year for a term of three
years. Peter A. Brooke and Robert L. Gable, who were elected at the 1992 Annual
Meeting, are
1
<PAGE> 4
currently serving in the class of Directors of the Corporation whose term
expires at this Annual Meeting. It is proposed that Mr. Brooke and Mr. Gable be
elected to serve for three-year terms which will expire in 1998.
The persons named in the accompanying proxy will vote, unless authority is
withheld, for the election of the nominees named below, to serve for the
specified term and until their successors shall be duly elected and qualify, or
until their earlier resignation or removal. If a nominee should become
unavailable for election, which is not anticipated, the persons named in the
accompanying proxy will vote for such substitute as the Board of Directors may
propose.
<TABLE>
The following table sets forth information concerning the nominees for election and directors whose terms
continue beyond the date of this Annual Meeting.
<CAPTION>
PRINCIPAL OCCUPATION, OTHER BUSINESS
YEAR FIRST EXPERIENCE DURING THE PAST FIVE
ELECTED A YEARS AND DIRECTORSHIP IN OTHER
NAME AGE DIRECTOR PUBLIC COMPANIES
---- --- ---------- ------------------------------------
<S> <C> <C> <C>
NOMINEES FOR TERM
EXPIRING IN 1998:
Peter A. Brooke(1)(2)(4)........... 65 1962 Chairman of Advent International
Corporation, an international venture
investment and services company. Director
of New England Business Services, Inc.
Robert L. Gable(4)................. 64 1988 Chairman, President and Chief Executive
Officer of Unitrode Corporation. From
April, 1988 to June, 1990, Chairman of
the Executive Committee of Unitrode
Corporation; management consultant. From
1985 to 1988, President and Chief
Executive Officer of Computervision
Corporation. Director of BayBanks, Inc.,
Zymark Corporation and The Dodge Group.
DIRECTOR WHOSE TERM
EXPIRES IN 1996:
Arthur L. Goldstein(1)(2)(3)(4).... 59 1976 Chairman, Chief Executive Officer and a
director of Ionics, Incorporated, a
separations technology company.
DIRECTORS WHOSE TERMS
EXPIRE IN 1996:
Kenneth Hecht(1)(2)(3)............. 60 1974 Co-Director of California Food Policy
Advocates since October, 1992; Attorney
and consultant to public interest
organizations prior to October, 1992.
Edward H. Browder(1)(2)............ 55 1991 President of Seacliff Technologies,a
distributor of field-programmable gate
arrays, from 1994 to present; President
and Chief Executive Officer from 1990 to
1994 of Concurrent Logic, Inc.,
Sunnyvale, California, a manufacturer of
field-programmable gate arrays.
</TABLE>
2
<PAGE> 5
- - ---------------
(1) Member of the Audit Committee.
(2) Member of the Executive Compensation Committee.
(3) Member of the Nominating Committee.
(4) Member of the Executive Committee.
BOARD MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors has an Audit Committee, Executive Compensation
Committee, Executive Committee and Nominating Committee.
The Audit Committee consists of Messrs. Goldstein (Chairman), Brooke,
Browder and Hecht. All members of the Audit Committee are non-employee
directors. The principal functions of the Audit Committee are to review with the
Corporation's independent auditors the scope of the audit for each year, the
results of the audit when completed, the recommendations of the auditors and
responses thereto by management, and the auditors' fees for services performed,
taking into account the relationship of audit and nonaudit professional fees.
The Audit Committee also reviews with management matters brought to its
attention by the auditors relating to accounting systems, including internal
accounting controls and financial reporting. The Audit Committee met twice
during the last fiscal year.
The Executive Compensation Committee consists of Messrs. Hecht (Chairman),
Brooke, Browder and Goldstein. All members of the Executive Compensation
Committee are non-employee directors. The Executive Compensation Committee
serves as the administrator of all of the Corporation's benefit plans other than
the Unitrode Profit Sharing/401(k) Savings Plan. The Executive Compensation
Committee reviews the compensation of the Corporation's officers and recommends
to the Board action with respect to officers' compensation, including salary
adjustments and the award of any cash bonuses. The Executive Compensation
Committee also makes awards of restricted stock and grants of stock options
under the Corporation's restricted stock and stock option plans. The Executive
Compensation Committee met on the days of meetings of the Board of Directors and
performed other functions by unanimous written consent in lieu of a meeting.
The Executive Committee, consisting of Messrs. Brooke (Chairman), Gable and
Goldstein, has all of the powers of the Board of Directors, except as prohibited
by applicable law. There were no meetings of the Executive Committee during the
last fiscal year.
The Nominating Committee, consisting of Messrs. Goldstein (Chairman) and
Hecht, recommends to the Board of Directors the individuals to be proposed by
the Board for election as directors. The Nominating Committee may also recommend
to the Board persons to be elected by the Board to key offices and positions in
the Corporation. The Nominating Committee will consider persons recommended by
shareholders to be nominated to stand for election as Directors if the
recommendations are submitted in writing to the Secretary of the Corporation in
accordance with the provisions of the Corporation's Advance Notice By-law (see
"Advance Notice By-law" below). There were no meetings of the Nominating
Committee during the last fiscal year; its functions were performed by the full
Board of Directors.
During the fiscal year, there were six meetings of the Board of Directors.
All of the Directors attended all of the meetings of the Board and of committees
of which they were members, other than one director who was absent from one
meeting of the Board.
DIRECTORS' FEES AND OTHER REMUNERATION
Non-employee Directors of the Corporation are paid an annual fee of
$12,000, a fee of $1,250 for each day the Director participates in person in a
meeting of the Board and/or of any committee, $400 for
3
<PAGE> 6
participation in any such meeting by telephone conference call, and
reimbursement of expenses for attendance at meetings.
<TABLE>
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth as of April 14, 1995, those persons known to the Corporation who may be deemed
to be beneficial owners of more than five percent of the outstanding shares of common stock of the Corporation. Unless
otherwise indicated, the persons named below have sole voting and investment power over the shares listed below:
<CAPTION>
AMOUNT AND
NATURE OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OF
BENEFICIAL OWNED OWNERSHIP CLASS
------------------- ---------- --------
<S> <C> <C>
AlliedSignal Inc.................................................... 1,350,000 11.4%
Columbia Road
Morristown, New Jersey 07962
Trimark Investment.................................................. 981,000(1) 8.3%
Management, Inc.
Scotia Plaza, Suite 5200
40 King Street West
Toronto, Ontario M5H3Z3
United States Trust Company......................................... 897,600(2) 7.6%
of New York
114 West 47th Street
New York, NY 10036-1532
Oppenheimer Group, Inc.............................................. 829,658(3) 7.0%
Oppenheimer Tower,
World Financial Center
New York, NY 10251
- - ---------------
<FN>
(1) Based upon a Schedule 13G filed with the Securities and Exchange Commission
which states that as of February 12, 1993, Trimark Investment Management
Inc. had voting and dispositive power with respect to these shares in its
role as the trustee and manager of the assets of Trimark Fund.
(2) Based upon a Schedule 13G filed with the Securities and Exchange Commission
which states that as of December 31, 1994, U.S. Trust Company had shared
voting and dispositive power with respect to these shares via either a
trust/fiduciary capacity and/or a portfolio management/agency relationship.
(3) Based upon a Schedule 13G filed with the Securities and Exchange Commission
by Oppenheimer Group, Inc. on behalf of Oppenheimer & Co., L.P., certain
subsidiary companies of Oppenheimer Group, Inc., and/or certain investment
advisory clients or discretionary accounts of such subsidiaries, which
states that as of February 1, 1995, such entities had shared voting and
dispositive powers with respect to these shares.
</TABLE>
SECURITIES OWNERSHIP OF MANAGEMENT
The following information is furnished as of April 14, 1995 with respect to
shares of common stock of the Corporation beneficially owned by each Director,
each of the named executive officers, and by all directors and officers as a
group. Unless otherwise indicated, the individuals named had sole voting and
investment power over the shares listed.
4
<PAGE> 7
<TABLE>
<CAPTION>
SHARES PERCENT OF
BENEFICIALLY OUTSTANDING
NAME OWNED(1) COMMON STOCK
- - ---- ------------ ------------
<S> <C> <C>
Peter A. Brooke............................................... 36,000 *
Edward H. Browder............................................. 9,000 *
Robert L. Gable............................................... 182,000(2) 1.5%
Arthur L. Goldstein........................................... 21,000 *
Kenneth Hecht................................................. 124,620 1.1%
Allan R. Campbell............................................. 95,000(2)(3) *
Richard V. Paulson............................................ 80,000(2) *
Dennis A. Peasenell........................................... 88,200(2) *
Cosmo S. Trapani.............................................. 82,000(2) *
All officers and directors as a group (12 persons)............ 770,667 6.5%
- - ---------------
<FN>
* Percentage is less than 1% of the total number of outstanding shares of
common stock of the Corporation.
(1) Includes shares subject to options exercisable within 60 days from April
14, 1995 for the purchase of the following numbers of shares: Mr. Brooke,
20,000 shares; Mr. Browder, 8,000 shares; Mr. Gable, 52,000 shares; Mr.
Goldstein, 20,000 shares; Mr. Hecht, 20,000 shares; Mr. Campbell, 47,500
shares; Mr. Paulson, 60,000 shares; Mr. Peasenell, 62,500 shares; Mr.
Trapani, 42,500 shares; and all officers and directors as a group, 440,325
shares. Also includes as to all officers and directors as a group an
aggregate of 75,000 shares which are subject to reconveyance or forfeiture.
(2) Includes 35,000 shares in the case of Mr. Gable, 8,000 shares in the case
of Mr. Campbell, 10,000 shares in the case of Mr. Paulson, 8,000 shares in
the case of Mr. Peasenell, and 8,000 shares in the case of Mr. Trapani
which are subject to reconveyance or forfeiture.
(3) Includes 500 shares held by Mr. Campbell's spouse, as to which Mr. Campbell
disclaims beneficial ownership.
</TABLE>
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
INTRODUCTION
The Board of Directors has an Executive Compensation Committee (the
"Committee") consisting of the directors whose names are set forth below this
report. Each member of the Committee is a non-employee director and a
"disinterested person" for purposes of Rule 16b-3 under the Securities Exchange
Act of 1934. All actions by the Committee on the compensation of the
Corporation's executive officers are reviewed by the full Board of Directors,
except for grants or awards made by the Committee under the Corporation's stock
option plans and restricted stock plan, which must be made solely by the
Committee in order for such grants or awards to satisfy Rule 16b-3. This report,
prepared by the Committee, sets forth the Corporation's compensation policies
for the fiscal year ended January 31, 1995 as such policies affected the
Corporation's executive officers.
COMPENSATION POLICY
It is the policy of the Committee to link the compensation of the
Corporation's executive officers with the achievement of both corporate
performance objectives and individual objectives related to the executive
officers' specific areas of responsibility. It is also the policy of the
Committee to set executive compensation at levels it believes are consistent and
competitive with other companies in the Corporation's industry, and at levels
that it believes will enable the Corporation to attract and retain superior
executive talent.
5
<PAGE> 8
The Committee also believes that ownership of the Corporation's stock by
management is an effective means of aligning the interests of the stockholders
and management in the enhancement of shareholder value. For this reason, the
Committee has used in the past and expects in the future to continue to use the
Corporation's stock option plans and restricted stock plans to encourage equity
ownership by management in the Corporation and to provide added long-term
incentive to management to work for the continued growth and success of the
Corporation.
RELATIONSHIP OF COMPENSATION TO COMPANY PERFORMANCE
The compensation of the executive officers for the fiscal year ended
January 31, 1995 included base salary
and annual variable performance incentives earned under the Corporation's
Management Bonus Program. In addition, the Committee granted stock options under
the Corporation's 1992 Employee Stock Option Plan. Total annual cash
compensation varies each year based upon achievement of company and operating
financial performance goals approved by the Committee, achievement of
agreed-upon individual performance goals, and changes in base salary.
Base salaries are targeted by the Committee to be competitive with other
companies in the Corporation's industry. The Committee examines salary survey
data published by the American Electronics Association for executives with
similar responsibilities in electronics companies. Individual base salaries are
then set or adjusted based on experience, sustained performance, and comparisons
to peers inside and outside the Corporation.
The financial performance goals upon which payments under the Management
Bonus Program are based include earnings per share for the Corporation and
operating income in the case of operating divisions. Subjective performance
criteria encompass evaluation of each executive officer's initiative and
contribution to overall corporate performance, managerial ability, performance
on special projects undertaken and performance against previously agreed-upon
management objectives.
In order for an executive to be eligible for any payment under the
Management Bonus Program, certain thresholds must be met, such as minimum
earnings per share and/or corporate operating margin levels. Payments under the
Management Bonus Program to the executive officers for the fiscal years ended
January 31, 1993, 1994 and 1995 were made as indicated in the Summary
Compensation Table included in this proxy statement and were based on the
Committee's determination, in February of 1993, 1994 and 1995, of the levels of
attainment of the goals described above which had been established by the
Committee in February, 1992, 1993 and 1994 respectively. Under the Management
Bonus Plan for the fiscal year ended January 31, 1994, Mr. Trapani and Mr.
Campbell were awarded stock options in lieu of cash.
Long-term incentives applicable to the executive officers consist of stock
awards made under the Corporation's 1984 Restricted Stock and Cash Bonus Plan
and stock option grants made under the Corporation's 1983 and 1992 Employee
Stock Option Plans. The Restricted Stock Plan provides for the award of
so-called "restricted stock" which may not be transferred, with restrictions on
transfer lapsing for 20% of the grant for each year that the grantee remains
employed by the Corporation. Shares upon which restrictions have not lapsed are
required to be reconveyed to the Corporation if the executive's employment with
the Corporation is terminated. Stock option grants provide the right to purchase
shares of the Corporation's common stock at the fair market value of such stock
on the date of grant. Each stock option becomes exercisable in four equal
installments with the first installment becoming exercisable in six months and
the remaining installments exercisable in 18 months, 30 months and 42 months
from the grant date. The number of options granted is determined by the grade
level of a recipient. Individuals at the same grade level generally receive the
same number of option shares. The executive officers named in the Summary
Compensation Table have all received the same number of options, with the
exception of the chief executive officer, who has
6
<PAGE> 9
received a greater number of options. The Committee believes that the number of
shares covered by each grant reflects competitive industry practice, rewards
recipients for contribution to improvements in corporate performance, provides
an incentive for future performance and serves to align the interests of the
executive officers with the interests of all stockholders in the creation of
stockholder value.
The Corporation has adopted the Unitrode Corporation Profit Sharing/401(k)
Savings Plan, which is a broad-based employee benefit plan in which all regular
employees are eligible to participate after six months of employment. Under the
profit-sharing portion of the plan, the Corporation makes an annual contribution
to the plan's trust fund for the account of a participant based upon the profit
performance of the Corporation or a participant's operating unit as determined
by the Board of Directors. Under the 401(k) portion of the plan, the Corporation
matches 50% of an employee's contributions up to 2 percent of the employee's
annual eligible compensation as determined in accordance with the plan. The
executive officers participate in certain other broad-based benefit plans in
which benefits are not directly or indirectly tied to Corporation performance.
MR. GABLE'S COMPENSATION FOR THE FISCAL YEAR ENDED JANUARY 31, 1995
Mr. Gable's base salary was established in June, 1990 when he became chief
executive officer of the Corporation. His base salary was designed at the time
to be competitive with base salaries paid to other chief executive officers of
corporations with similar revenues and scope of operations in the electronics
industry. In June, 1991, the Committee approved a 5.5 percent increase in Mr.
Gable's base salary. In June, 1994, the Committee approved a 7.7 percent
increase in Mr. Gable's base salary. The Committee also established target
payment levels and target performance levels under the Management Bonus Program
for the fiscal year ending January 31, 1996, affecting Mr. Gable.
In February, 1995, the Committee recommended that the Board of Directors
award, and the Board awarded, Mr. Gable a payment of $105,000 under the
Management Bonus Program. This amount was fifty percent of his annual base
salary at that time. The factors given most weight by the Committee in
recommending this award were the improvement in earnings per share over the
prior year, the Corporation's improved performance based on the financial
measures included in the Corporation's Management Bonus Program, the increase in
the market capitalization of the Corporation's common stock during Mr. Gable's
tenure as chief executive officer, and the completion of the restructuring of
the Corporation's business and its focus on the analog/linear integrated
circuits business.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)
Section 162(m) of the Internal Revenue Code (the "Code"), enacted in 1993,
generally disallows a tax deduction to public companies for compensation over $1
million paid to its chief executive officer and its four other most highly
compensated executive officers. Qualifying performance-based compensation will
not be subject to the deduction limit if certain requirements are met. An
amendment to the Corporation's 1992 Stock Option Plan is being submitted to
stockholders at the Annual Meeting in order to meet one of these requirements.
Respectfully submitted,
Kenneth Hecht, Chairman
Peter A. Brooke
Edward H. Browder
Arthur L. Goldstein
7
<PAGE> 10
<TABLE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The following table shows, as to the Chief Executive Officer and each of the four other most highly compensated executive
officers, information concerning compensation paid for services to the Corporation in all capacities during the fiscal year ended
January 31, 1995, as well as compensation paid to each such individual for the Corporation's two previous fiscal years:
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG TERM COMPENSATION
------------------------
ANNUAL COMPENSATION AWARDS
FISCAL ------------------------------------ ------------------------
YEAR OTHER ANNUAL RESTRICTED ALL OTHER
NAME AND ENDED SALARY BONUS COMPENSATION STOCK AWARDS OPTIONS COMPENSATION
PRINCIPAL POSITION JAN. 31 ($) ($) ($)(2) ($)(3) (#) ($)(4)
------------------ ------- ------ ----- ------------ ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert L. Gable 1995 $204,837 $105,000 $ 149,391 $ 0 0 $23,945
Chairman, President 1994 $195,000 $ 0 $ 77,651 $ 315,313 0 $17,790
and Chief Executive 1993 $195,000 $ 78,000 $ 32,572 $ 0 0 $17,870
Officer
Cosmo S. Trapani 1995 $184,837 $ 95,000 $ 27,962 $ 0 30,000 (1) $21,845
Executive Vice 1994 $179,000 $ (1) $ 20,757 $ 51,563 5,000 $16,866
President and Chief 1993 $172,500 $ 70,000 $ 10,867 $ 0 10,000 $15,770
Financial Officer
Dennis A. Peasenell 1995 $180,738 $ 91,875 $ 28,516 $ 0 10,000 $28,313
Vice President; 1994 $175,000 $ 80,345 $ 24,053 $ 51,563 5,000 $22,379
President, Unitrode 1993 $165,375 $ 74,375 $ 9,856 $ 0 10,000 $18,859
Integrated Circuits
Corporation
Allan R. Campbell 1995 $156,833 $ 80,000 $ 38,801 $ 0 30,000 (1) $18,955
Senior Vice President, 1994 $149,350 (1) $ 24,053 $ 51,563 5,000 $15,028
General Counsel and 1993 $141,563 $108,000 $ 9,856 $ 0 10,000 $12,326
Secretary
Richard V. Paulson 1995 $155,000 $ 77,500 $ 46,080 $ 0 10,000 $ 5,106
Vice President; Executive 1994 $152,019 $ 0 $ 27,536 $ 51,563 5,000 $ 1,887
Vice President, Unitrode 1993 $151,250 $ 0 $ 12,552 $ 0 20,000 $ 1,217
Integrated Circuits
Corporation
- - ---------------
<FN>
(1) For the fiscal year ended January 31, 1994, Mr. Campbell and Mr. Trapani each received bonuses under the Corporation's
Management Bonus Program in the form of the grant of options to purchase 20,000 shares of the Corporation's common stock at a
price of $14.4375, the fair market value of the stock on February 14, 1994, the date of the grant.
(2) Amounts paid were bonuses based on taxes incurred on vesting of restricted stock pursuant to the Corporation's 1984 Restricted
Stock and Cash Bonus Plan.
(3) The value of restricted stock awards was determined by multiplying the fair market value of the Corporation's common stock on
the date of grant by the number of shares awarded. As of January 31, 1995, the number and value of aggregate restricted stock
holdings were as follows: 35,000 shares ($654,063) by Mr. Gable; 8,000 shares ($149,500) by Mr. Campbell; 10,000 shares
($186,875) by Mr. Paulson; 8,000 shares ($149,500) by Mr. Peasenell; and 8,000 shares ($149,500) by Mr. Trapani. All shares
awarded vest in five equal annual installments commencing one year from the award date, assuming continuing employment with the
Corporation. In the event of a change of control of the Corporation, all restricted stock becomes immediately vested. Dividends
are payable on the shares if and to the extent paid on the Corporation's common stock generally. No dividends have been paid on
the restricted stock reported in this proxy statement.
(4) "All Other Compensation" includes profit sharing and matching contributions made to the Corporation's Profit Sharing/401(k)
Plan.
</TABLE>
8
<PAGE> 11
OPTION GRANTS
The Corporation's 1983 Stock Option Plan and 1992 Employee Stock Option
Plan provide for the grant of options to officers and key employees of the
Corporation. Options granted under the plans may be either "nonqualified
options" or "incentive stock options". The exercise price is determined by the
Executive Compensation Committee and may not be less than 100% of the fair
market value of the common stock of the Corporation on the date of the grant of
the options. The options expire not more than ten years from the date of the
grant, and may be exercised only while the optionee is employed by the
Corporation, or within one year after death or within sixty days after
termination of employment. The Executive Compensation Committee may determine
when options granted may be exercisable. Options are normally granted to be
exercisable at the rate of one-quarter of the grant per year, commencing six
months from the date of the grant. In the event of a change of control of the
Corporation, all options become immediately vested and exercisable. As of April
27, 1992, no further options were granted under the 1983 Stock Option Plan.
<TABLE>
The following table shows, as to the individuals named in the Summary Compensation Table above, information concerning
stock options granted during the fiscal year ended January 31, 1995.
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
----------------------------------------------- ANNUAL RATES OF
% OF STOCK PRICE
TOTAL OPTIONS APPRECIATION FOR
OPTIONS GRANTED TO OPTION TERM(1)
GRANTED EMPLOYEES IN EXERCISE EXPIRATION --------------------
NAME (#) FISCAL YEAR PRICE DATE 5% 10%
---- ------- ------------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Robert L. Gable....................... 0 -- -- -- -- --
Cosmo S. Trapani...................... 20,000 6.0% $14.4375 2/14/04 $181,913 $459,113
10,000 3.0% $ 15.375 6/6/04 $ 96,863 $244,463
Dennis A. Peasenell................... 10,000 3.0% $ 15.375 6/6/04 $ 96,863 $244,463
Allan R. Campbell..................... 20,000 6.0% $14.4375 2/14/04 $181,913 $459,113
10,000 3.0% $ 15.375 6/6/04 $ 96,862 $244,463
Richard V. Paulson.................... 10,000 3.0% $ 15.375 6/6/04 $ 96,863 $244,463
- - ---------------
<FN>
(1) The 5% and the 10% assumed rates of appreciation, using the stock price as of the date of grant as the basis, are
mandated by the rules of the Securities and Exchange Commission and do not represent the Corporation's estimate or
projection of the future value of the Corporation's common stock.
</TABLE>
OPTION EXERCISES AND YEAR-END VALUES
<TABLE>
The following table shows, as to the individuals named in the Summary Compensation Table above, information concerning
stock options exercised during the fiscal year ended January 31, 1995.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE OPTIONS AT FY END (#) AT FY END ($)
EXERCISE REALIZED --------------------------- ---------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert L. Gable................... 0 0 102,000 0 $ 1,413,250 $ 0
Cosmo S. Trapani.................. 5,000 $59,375 52,500 27,500 $ 648,281 $ 140,156
Dennis A. Peasenell............... 0 0 62,500 12,500 $ 831,406 $ 76,406
Allan R. Campbell................. 0 0 67,500 27,500 $ 847,969 $ 140,156
Richard V. Paulson................ 0 0 47,500 27,500 $ 556,094 $ 252,656
</TABLE>
9
<PAGE> 12
<TABLE>
PERFORMANCE GRAPH
The following graph shows a five-year comparison of cumulative total stockholder returns for the Corporation,
the Standard & Poor's 500 Stock Index and the Standard & Poor's Electric (Semi/Components) Index.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG UNITRODE CORPORATION, THE S & P 500 INDEX
AND THE S & P ELECTRONIC (SEMI/COMPONENTS) INDEX
<CAPTION>
CUMULATIVE TOTAL RETURN
--------------------------------------------
1/90 1/91 1/92 1/93 1/94 1/95
<S> <C> <C> <C> <C> <C> <C>
UNTRODE CORP 100 75 123 216 270 339
S & P 500 100 108 133 147 166 167
S & P ELEC (SEMI/COMPNTS) 100 109 146 226 331 376
</TABLE>
APPROVAL OF AMENDMENTS TO UNITRODE CORPORATION
1992 EMPLOYEE STOCK OPTION PLAN
On April 28, 1995, the Board of Directors adopted, subject to stockholder
approval, amendments to the Company's 1992 Employee Stock Option Plan (the
"Plan") to (i) increase the number of shares of Common Stock available for
issuance under the Plan from 1,000,000 shares to 2,000,000 shares, and (ii)
limit the number of options and SARs that may be granted to an individual
employee during any fiscal year to 100,000 (see "Compliance with Internal
Revenue Code Section 162(m)" above). The purpose of the Plan is to promote the
interests of the Corporation by encouraging key employees to acquire or increase
their equity interests in the Corporation, thereby giving them an added
incentive to work for its continued growth and success. The following is a
summary of certain provisions of the Plan:
ADMINISTRATION. The Plan provides for administration by a committee (the
"Committee") to be comprised of not less than two members of the Board of
Directors of the Corporation, each of whom must be a "disinterested person"
within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934. The
10
<PAGE> 13
Board of Directors has determined that the individuals who serve as the
Executive Compensation Committee of the Board of Directors shall serve as the
Committee under the Plan. See "Board Meetings and Committees of the Board".
Among the powers granted to the Committee are the authority to make all
determinations necessary for administration of the Plan, including selection of
employees to whom awards shall be made and the establishment of terms of
specific awards, to interpret the Plan and any awards granted under the Plan,
and to establish rules and regulations to carry the Plan into effect.
ELIGIBILITY FOR PARTICIPATION. All key employees of the Corporation or of
any of its subsidiaries are eligible to be selected to participate in the Plan.
The selection of recipients from among key employees is within the discretion of
the Committee. The approximate number of key employees who presently are
eligible to participate in the Plan is one hundred fifty.
TYPES OF AWARDS; AVAILABLE SHARES. As more fully described below, the Plan
provides for the grant of stock options, including incentive stock options and
non-qualified stock options and stock appreciation rights ("SARs"). As of April
1, 1995, there were outstanding under the Plan options to purchase 632,725
shares of common stock at a weighted average option price of $14.4312 per share
with expiration dates ranging from April 27, 2002 to February 21, 2005. On April
1, 1995, the average of the high and low prices of the Corporation's common
stock was $19.0625.
<TABLE>
The following table shows as to the executive officers named in the compensation table on page 8 who hold options under the
Plan, as to all current executive officers as a group and as to all non-executive officer employees as a group (i) the number of
shares covered by options granted between April 27, 1992 and April 1, 1995 and the weighted average per share option price thereof,
and (ii) the number of shares acquired during such period upon the exercise of options and the net value realized upon such
exercise:
<CAPTION>
GRANTED APRIL 27, 1992 EXERCISED APRIL 27, 1992
TO APRIL 1, 1995 TO APRIL 1, 1995
------------------------------------- ---------------------------------
WEIGHTED AVERAGE AGGREGATE
NUMBER OF SHARES PER SHARE NUMBER OF SHARES NET VALUE
OF COMMON STOCK OPTION PRICE OF COMMON STOCK REALIZED (1)
---------------- ---------------- ---------------- ------------
<S> <C> <C> <C> <C>
Robert L. Gable............... 0 $ 0 -- $ --
Cosmo S. Trapani.............. 45,000 $12.4097 -- --
Dennis A. Peasenell........... 25,000 $10.7875 -- --
Allan R. Campbell............. 45,000 $12.4097 -- --
Richard V. Paulson............ 35,000 $10.3661 -- --
All current officers as a
group (8 persons)........... 200,500 $11.3402 625 $ 4,805
Non-officer employee group
(129 persons)............... 614,650 $13.9514 123,295 $860,349
- - ---------------
<FN>
(1) Represents the difference between the option price and the fair market value of the shares of Common Stock acquired as of the
date of exercise.
</TABLE>
STOCK OPTIONS AND SARS. Each non-qualified stock option ("NQSO") and
incentive stock option ("ISO") shall entitle the holder to purchase a specified
number of shares of common stock as determined by the Committee. The exercise
price of each NQSO and ISO granted under the Plan shall be not less than the
fair market value of a share of common stock on the date on which such NQSO and
ISO is granted. The exercise price shall be paid in cash or, subject to the
approval of the Committee, in shares of common stock valued at their fair market
value, or by any combination of cash and shares of common stock. An ISO or NQSO
will be exercisable for a term established by the Committee, but in no event to
exceed ten years.
11
<PAGE> 14
The Committee may grant SARs, which entitle the recipient to receive a
payment equal to the excess of the fair market value on the date of exercise of
a stated number of shares over the exercise price specified in an option or SAR
agreement. The payment may be made in cash or in shares of common stock, or
partly in cash and partly in shares, at the discretion of the Committee. SARs
may be granted in tandem with options, in which case the option is canceled to
the extent the tandem SAR is exercised and the tandem SAR is canceled to the
extent the related option is exercised, or as freestanding SARs.
Options and SARs granted under the Plan are not transferable otherwise than
by will or under the laws of descent and distribution. They are canceled upon
termination of employment, except that exercise after termination is permitted
in certain cases, including those instances when employment terminates because
of the recipient's retirement, death or disability.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES. A recipient recognizes no taxable
income at the time a stock option is granted under the Plan. With regard to
NQSOs, ordinary income is recognized by the recipient at the time of his or her
exercise of an option. The amount of income recognized is equal to the excess of
the fair market value of the shares on the date of exercise over the exercise
price. Tax withholding is required on such income. When a recipient disposes of
shares acquired upon exercise, the excess will be treated as long- or short-term
capital gain, depending upon the holding period of the shares; and if the amount
received is less than the fair market value of the shares on the date of
exercise, the difference will be treated as long- or short-term capital loss,
depending upon the holding period of the shares.
With regard to ISOs, no income is recognized by a recipient upon exercise.
However, the excess of the fair market value of the shares received on exercise
over the exercise price is an adjustment to the recipient's taxable income for
purposes of computing the recipient's alternative minimum taxable income.
Assuming compliance with applicable holding period requirements, a recipient
realizes long-term capital gain or loss when he disposes of his or her shares,
measured by the difference between the exercise price and the amount received
for the shares at the time of disposition. If the recipient disposes of shares
acquired by the exercise of the option before the expiration of at least one
year from the date of exercise and two years from the date of grant of the
option, any amount realized from such disqualifying disposition is taxable as
ordinary income in the year of disposition to the extent that the lesser of (i)
fair market value on the date the option was exercised or (ii) the amount
realized upon such disposition exceeds the exercise price. Any amount realized
in excess of fair market value on the date of exercise will be treated as long-
or short-term capital gain, depending upon the holding period of the shares. If
the amount realized upon such disposition is less than the exercise price, the
difference is treated as long- or short-term capital loss, depending upon the
holding period of the shares.
Participants who exercise SARs will recognize ordinary income at the time
of exercise equal to the amount of the payment to which they are entitled upon
exercise, regardless of whether such amount is paid in cash or shares.
No deduction is allowed to the Corporation for federal income tax purposes
at the time of grant of a NQSO or at the time of grant or exercise of an ISO.
The Corporation is entitled to a deduction for federal income tax purposes at
the same time and in the same amount as the recipient is considered to have
recognized ordinary income in connection with the exercise of a NQSO or SAR. In
the event of a disqualifying disposition of shares received upon exercise of an
ISO, the Corporation is entitled to a deduction for the amount taxable to the
recipient as ordinary income.
AMENDMENT. The Board of Directors may amend, suspend or terminate the Plan
at any time. However, no such amendment may, without stockholder approval,
increase the maximum number of shares available for issuance under the Plan
(except pursuant to the anti-dilution provisions of the Plan), reduce the
minimum price at which options or SARs may be granted, extend the maximum option
or SAR exercise period, change the class of employees eligible to receive
awards, or extend the period within which awards may be granted.
12
<PAGE> 15
APPROVAL. Approval of the amendments to the Plan requires the affirmative
vote of a majority of the shares of common stock of the Corporation present in
person or by proxy and entitled to vote at the Annual Meeting. The Board of
Directors recommends a vote FOR approval of the amendments to the Plan.
INDEPENDENT ACCOUNTANTS
The Board of Directors, upon the recommendation of the Audit Committee, has
selected Coopers & Lybrand to be the independent accountants for the Corporation
for the fiscal year ending January 31, 1996. Representatives of Coopers &
Lybrand will be present at the Annual Meeting and will have the opportunity to
make a statement if they desire to do so and will be available to respond to
appropriate questions.
CHANGE OF CONTROL SEVERANCE AGREEMENTS
The Corporation has entered into Change of Control Severance Agreements
with its executive officers. The Agreements provide that if a "Change of
Control" (as defined in the Agreements) of the Corporation should occur, and if
within two years thereafter the employment of the executive is terminated for
reasons other than death, disability, retirement, or "Cause" (as defined in the
Agreements), or the executive voluntarily terminates his or her employment for
"Good Reason" (as defined in the Agreements), severance compensation will be
payable. The amount of severance compensation would be approximately twice the
executive's then current annual base salary, plus twice the largest annual bonus
paid to the executive during the five-year period immediately preceding the
change of control. In addition, the executive would be entitled to continued
employee benefits for a period of two years from the date of termination. Also,
to the extent that payments to the executive pursuant to his/her Agreement
(together with any other payments or benefits, such as the accelerated vesting
of stock options or restricted stock awards, received by the executive in
connection with a Change in Control) would result in the triggering of the
provisions of Sections 280G and 4999 of the Code, the Agreement provides for the
payment of an additional amount such that the executive would receive, net of
excise taxes, the amount he/she would have been entitled to receive in the
absence of the excise tax provided in Section 4999 of the Code.
ADVANCE NOTICE BY-LAW
The By-laws of the Corporation provide that in order for a stockholder to
nominate a candidate for election as a Director at an annual meeting of
stockholders or propose business for consideration at such meeting, notice must
be given to the Secretary of the Corporation no more than 90 days nor less than
60 days prior to the first anniversary of the preceding year's annual meeting.
The fact that the Corporation may not insist upon compliance with these
requirements should not be construed as a waiver by the Corporation of its right
to do so at any time in the future.
STOCKHOLDER PROPOSALS
Under regulations adopted by the Securities and Exchange Commission,
stockholder proposals must be submitted to the Secretary of the Corporation no
later than December 29, 1995, in order to be considered for inclusion in the
proxy materials for the annual meeting to be held in 1996. The inclusion of any
such proposal will be subject to applicable rules of the Securities and Exchange
Commission.
13
<PAGE> 16
COMPLIANCE WITH SECTION 16(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Pursuant to Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder, the Corporation's directors, executive officers and beneficial
owners of more than ten percent of its common stock are required to file with
the Securities and Exchange Commission and the New York Stock Exchange reports
of their ownership of Common Stock. To the Corporation's knowledge, based solely
upon the review of copies of such reports furnished to the Corporation and
written representations that no other reports were required, during the fiscal
year ended January 31, 1995 all Section 16(a) filing requirements applicable to
its officers, directors and greater than ten-percent beneficial owners were
complied with.
OTHER MATTERS
Management knows of no other matters which may properly be and are likely
to be brought before the meeting. However, if any other matters properly come
before the meeting, the persons named in the enclosed proxy will vote said proxy
in accordance with the best judgment of each individual.
By Order of the Board of Directors.
ALLAN R. CAMPBELL
Senior Vice President,
General Counsel and Secretary
Merrimack, New Hampshire
April 28, 1995
14
<PAGE> 17
PROXY
UNITRODE CORPORATION
ANNUAL MEETING OF STOCKHOLDERS -- JUNE 12, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Robert L.
Gable and Allan R. Campbell, or either of them, with full power of
substitution, attorneys and proxies to represent the undersigned at the Annual
Meeting of Stockholders of Unitrode Corporation to be held Monday, June 12,
1995 at Boston, Massachusetts and at any adjournment or adjournments thereof,
to vote in the name and place of the undersigned with all the powers which the
undersigned would possess if personally present, all of the stock of the
Corporation standing in the name of the undersigned upon the matters listed on
the reverse side, and, in their discretion, upon the matters which may
properly come before the Meeting. This Proxy when properly executed will be
voted in the manner directed herein by the undersigned stockholder.
(IMPORTANT -- TO BE SIGNED AND DATED ON REVERSE SIDE)
/ SEE REVERSE SIDE /
<PAGE> 18
/X/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
1. Election of Directors
NOMINEES
For 3 Year Term -- Peter A. Brooke; Robert L. Gable
FOR WITHHELD
/ / / /
MARK HERE / /
FOR ADDRESS
CHANGE AND
NOTE BELOW
____________________________________________
For, except withheld from the nominees
as noted above
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY, USING THE ENCLOSED ENVELOPE
FOR AGAINST ABSTAIN
2. Approval and ratification of amendments / / / / / /
to the Unitrode 1992 Employee Stock
Option Plan to (i) increase the number
of shares of Common Stock available
for issuance from 1,000,000 shares to
2,000,000 shares, and (ii) limit the
number of stock options and SARs that
may be granted to any employee during
any fiscal year to comply with new
Section 162(m) of the Internal Revenue
Code.
Please sign exactly as your name appears. If acting as an attorney, executor,
trustee or in another representative capacity, sign name and title.
Signature: _______________________________________ Date ______________
Signature: _______________________________________ Date ______________
