<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT /X/ FILED BY A PARTY OTHER THAN THE REGISTRANT / /
- --------------------------------------------------------------------------------
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 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 3, 1996
To The Stockholders:
The Annual Meeting of Stockholders of Unitrode Corporation (the
"Corporation") will be held on Monday, June 3, 1996 at 11:00 a.m. at One BayBank
Technology Place, 1075 Main Street, Waltham, Massachusetts to consider and vote
upon:
1. The election of two directors for a three-year term ending in
1999.
2. 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 5,
1996 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 26, 1996
<PAGE> 3
UNITRODE CORPORATION
7 CONTINENTAL BOULEVARD
MERRIMACK, NEW HAMPSHIRE 03054
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
JUNE 3, 1996
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 3, 1996 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 26, 1996.
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 $6,000 plus reimbursement for out-of-pocket
expenses.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on Friday, April 5,
1996, are entitled to vote at the Annual Meeting. On that date, the Corporation
had outstanding 11,487,723 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.
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. Louis E. Lataif and James T. Vanderslice, who were elected to the Board
of Directors by the then-existing directors on December 1, 1995 to fill
vacancies created when the number of directors constituting the Board was
increased from five to seven directors, are currently serving in the class of
directors of the Corporation whose term expires at this Annual Meeting. Arthur
L. Goldstein, a Director of the Corporation since 1976 and a member of this
class, is retiring as a Director and will not stand for re-election. It is
proposed that Mr. Lataif and Mr. Vanderslice be elected to serve for three-year
terms which will expire in 1999.
1
<PAGE> 4
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 DIRECTORSHIPS IN OTHER
NAME AGE DIRECTOR PUBLIC COMPANIES
- ----------------------------------- ---- ---------- ------------------------------------
<S> <C> <C> <C>
NOMINEES WHOSE TERMS
EXPIRE IN 1999:
Louis E. Lataif(1)(4).............. 57 1995 Dean of the School of Management at
Boston University from 1991 to present.
From 1981 to 1991, Vice President of
Ford Motor Company. Director of Great
Lakes Chemical Corp.
James T. Vanderslice(2)............ 55 1995 General Manager of IBM Corporation's
Storage Systems Division since August
1995. From 1991 to 1995, General Manager
of IBM Corporation's high-end and
mid-range system printer business.
DIRECTORS WHOSE TERMS
EXPIRE IN 1997:
Kenneth Hecht(2)(3)................ 61 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(4)............... 56 1991 President of Unitrode Corporation since
January 1996. From 1994 to 1995,
President of Seacliff Technologies, a
distributor of field-programmable gate
arrays. From 1990 to 1994, President and
Chief Executive Officer of Concurrent
Logic, Inc., a manufacturer of
field-programmable gate arrays.
DIRECTORS WHOSE TERMS
EXPIRE IN 1998:
Peter A. Brooke(1)(4).............. 66 1962 Chairman, Advent International
Corporation, an international venture
investment and services company.
Director of New England Business
Services, Inc.
Robert L. Gable(4)................. 65 1988 Chairman and Chief Executive Officer of
Unitrode Corporation. President of
Unitrode Corporation from 1992 to
January 1996. Director of BayBanks, Inc.
- ---------------
<FN>
(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.
</TABLE>
2
<PAGE> 5
BOARD MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors has an Audit Committee, Executive Compensation
Committee, Executive Committee and Nominating Committee.
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 non-audit 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.
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 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 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 seven 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
$13,000, a fee of $1,500 for each day the Director participates in person in a
meeting of the Board and/or of any committee, $400 for participation in any such
meeting by telephone conference call, and reimbursement of expenses for at-
tendance at meetings. Non-Employee Directors also receive grants of stock
options under the Corporation's Amended and Restated 1986 Non-Employee Directors
Stock Option Plan. Each Non-Employee Director is automatically granted an option
to acquire 2,000 shares of the Corporation's common stock on the date of his
appointment or election to the Board of Directors. Following the initial grant,
each then-current Non-Employee Director is automatically granted an option for
2,000 shares on the date of each annual meeting of
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<PAGE> 6
the stockholders of the Corporation. Options are granted at fair market value on
the date of the grant and become exercisable in six months from the date of the
grant.
During the fiscal year ended January 31, 1996, the Corporation paid Mr.
Browder consulting fees and expenses in the amount of $11,841 in connection with
advice rendered relating to the Corporation's use of GMT Microelectronics
Corporation as a wafer fabrication foundry.
<TABLE>
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth as of April 5, 1996, 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 OWNER OWNERSHIP CLASS
- ------------------------------------------------------------ ---------------- -------
<S> <C> <C>
United States Trust Company................................. 1,072,139 shares(1) 9.33%
of New York
114 West 47th Street
New York, NY 10036-1532
Oppenheimer Group, Inc...................................... 943,000 shares(2) 8.21%
Oppenheimer Tower,
World Financial Center
New York, NY 10251
Trimark Financial Corporation, Inc.......................... 800,000 shares(3) 6.96%
One First Canadian Place
Suite 5600, P.O. Box 487
Toronto, Ontario M5X 1E5
FMR Corp.................................................... 799,504 shares(4) 6.96%
82 Devonshire Street
Boston, MA 02109-3614
- ---------------
<FN>
(1) Based upon a Schedule 13G filed with the Securities and Exchange Commission
which states that as of December 31, 1995, U.S. Trust Company had shared
voting and disposition power with respect to these shares via either a
trust/fiduciary capacity and/or a portfolio management/agency relationship.
(2) Based upon a Schedule 13G filed with the Securities and Exchange Commission
by Oppenheimer Group, Inc. on behalf of certain subsidiary companies of
Oppenheimer Group, Inc., and/or certain investment advisory clients or
discretionary accounts of such subsidiaries, which states that as of
December 31, 1995, such entities had shared voting and disposition powers
with respect to these shares.
(3) Based upon a Schedule 13G filed with the Securities and Exchange Commission
which states that as of December 31, 1995, Trimark Financial Corporation,
Inc. is the 100% owner of Trimark Investment Management, Inc., which has
voting and disposition power with respect to these shares in its role as the
trustee and manager of the assets of certain Trimark mutual funds.
(4) Based upon a Schedule 13G filed with the Securities and Exchange Commission
by FMR Corp., which states that as of December 31, 1995, FMR Corp. had sole
disposition power with respect to all the shares listed, and sole voting
power with respect to 68,500 of such shares.
</TABLE>
4
<PAGE> 7
<TABLE>
SECURITIES OWNERSHIP OF MANAGEMENT
The following information is furnished as of April 5, 1996 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.
<CAPTION>
SHARES PERCENT OF
BENEFICIALLY OUTSTANDING
NAME OWNED(1) COMMON STOCK
- ----------------------------------------------------------- ------------ ------------
<S> <C> <C>
Peter A. Brooke............................................ 31,174 *
Edward H. Browder.......................................... 11,000 *
Robert L. Gable............................................ 232,000(2) 2.02%
Arthur L. Goldstein........................................ 19,000 *
Kenneth Hecht.............................................. 102,120 *
Louis E. Lataif............................................ 2,000 *
James T. Vanderslice....................................... 2,000 *
Allan R. Campbell.......................................... 105,250(2)(3) *
Richard V. Paulson......................................... 79,375(2) *
Dennis A. Peasenell........................................ 78,450(2) *
Cosmo S. Trapani........................................... 86,250(2) *
All officers and directors as a group (13 persons)......... 782,883 6.81%
- ---------------
<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 5,
1996 for the purchase of the following numbers of shares: Mr. Brooke, 18,000
shares; Mr. Browder, 10,000 shares; Mr. Gable, 102,000 shares; Mr.
Goldstein, 18,000 shares; Mr. Hecht, 18,000 shares; Mr. Lataif, 2,000
shares; Mr. Vanderslice, 2,000 shares; Mr. Campbell, 58,750 shares; Mr.
Paulson, 60,375 shares; Mr. Peasenell, 26,928 shares; Mr. Trapani, 28,750
shares; and all officers and directors as a group, 370,553 shares. Also
includes as to all officers and directors as a group an aggregate of 41,000
shares which are subject to reconveyance or forfeiture.
(2) Includes 20,000 shares in the case of Mr. Gable, 4,000 shares in the case of
Mr. Campbell, 6,000 shares in the case of Mr. Paulson, 4,000 shares in the
case of Mr. Peasenell, and 4,000 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
5
<PAGE> 8
compensation policies for the fiscal year ended January 31, 1996 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.
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 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, 1996 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 financial performance goals approved by the Board of
Directors, achievement of agreed-upon individual performance goals, and changes
in base salary.
Base salaries are targeted to be competitive with other companies in the
Corporation's industry. Management examines salary survey data published by the
American Electronics Association for executives with similar responsibilities in
electronics companies and recommendations are made to the Committee and the
Board of Directors. Individual base salaries are then set or adjusted by the
Committee, subject to ratification by the Board of Directors, based on
experience, sustained performance, and comparisons to peers inside and outside
the Corporation.
The financial performance goal upon which payments under the Management
Bonus Program are based is earnings per share for the Corporation. 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 earnings-per-share thresholds must be met.
Payments under the Management Bonus Program to the executive officers for the
fiscal years ended January 31, 1994, 1995 and 1996 were made as indicated in the
Summary Compensation Table included in this proxy statement and were based on
the Committee's determination, in February 1994, 1995 and 1996, of the levels of
attainment of the goals described above which had been established by the
Committee in February 1993, 1994 and 1995, 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
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<PAGE> 9
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. 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 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, (the "Plan") which is a broad-based defined contribution 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 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, 1996
Mr. Gable's base salary is designed 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. Mr. Gable has received
increases in his base salary of 5.5%, 7.7% and 5.0% since his joining the
Corporation as Chief Executive Officer in June 1991. The Committee has
established target payment levels and target performance levels under the
Management Bonus Program for the fiscal year ending January 31, 1997 affecting
Mr. Gable.
In February 1996, the Committee recommended that the Board of Directors
award, and the Board awarded, Mr. Gable a payment of $220,000 under the
Management Bonus Program. This amount was 100 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 for the Corporation over
the prior year, the Corporation's improved performance as measured by various
financial criteria established by the Board of Directors, and the increase in
the market capitalization of the Corporation's common stock during Mr. Gable's
tenure as Chief Executive Officer.
Respectfully submitted,
Kenneth Hecht, Chairman
James T. Vanderslice
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, 1996, 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
------------------------------------ -----------------------
OTHER ANNUAL RESTRICTED ALL OTHER
NAME AND FY ENDED COMPENSATION STOCK AWARDS NO. OF COMPENSATION
PRINCIPAL POSITION 1/31 SALARY BONUS (2) (3) OPTIONS (4)
- --------------------------- -------- ------ ----- ------------ ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert L. Gable 1996 $216,404 $220,000 $129,934 $ 0 100,000 $16,864
Chairman & Chief 1995 $204,837 $110,627 $149,391 $ 0 0 $18,318
Executive Officer 1994 $195,000 $ 0 $ 77,651 $315,313 0 $18,790
Cosmo S. Trapani 1996 $192,562 $194,000 $ 23,381 $ 0 0 $16,346
Exec. Vice President & 1995 $184,837 $ 98,527 $ 27,962 $ 0 30,000 (1) $18,318
Chief Financial Officer 1994 $179,000 (1) $ 20,757 $ 51,563 5,000 $16,866
Dennis A. Peasenell 1996 $186,312 $187,750 $ 22,381 $ 0 10,000 $16,302
Exec. Vice President, 1995 $180,738 $102,835 $ 28,516 $ 0 10,000 $17,353
Operations 1994 $175,000 $ 80,345 $ 24,053 $ 51,563 5,000 $22,379
Richard V. Paulson 1996 $164,606 $170,000 $ 28,008 $ 0 10,000 $16,728
Exec. Vice President, 1995 $155,000 $ 77,500 $ 46,080 $ 0 10,000 $ 5,106
Marketing & Strategy 1994 $152,019 $ 0 $ 27,536 $ 51,563 5,000 $ 1,887
Allan R. Campbell 1996 $162,561 $164,000 $ 22,381 $ 0 0 $16,467
Senior Vice President, 1995 $156,833 $ 80,637 $ 38,801 $ 0 30,000 (1) $18,318
General Counsel and Secretary 1994 $149,350 (1) $ 24,053 $ 51,563 5,000 $15,028
- ---------------
<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, 1996, the number and value of
aggregate restricted stock holdings were as follows: 20,000 shares
($518,750) by Mr. Gable; 4,000 shares ($103,750) by Mr. Trapani; 4,000
shares ($103,750) by Mr. Peasenell; 6,000 shares ($155,625) by Mr. Paulson;
and 4,000 shares ($103,750) by Mr. Campbell; 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 "non-qualified
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 or one year 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, 1996.
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------- POTENTIAL REALIZABLE
% OF VALUES AT ASSUMED
TOTAL OPTIONS ANNUAL RATES OF STOCK
GRANTED TO PRICE APPRECIATION FOR
# OF EMPLOYEES OPTION TERM(1)
OPTIONS IN FISCAL EXERCISE EXPIRATION -----------------------
NAME GRANTED YEAR PRICE DATE 5% 10%
- ----------------------------- ------- ------------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Robert L. Gable.............. 100,000 21.97% $30.9375 09/11/05 $1,945,643 $4,930,641
Cosmo S. Trapani............. 0 -- -- -- -- --
Dennis A. Peasenell.......... 10,000 2.20% $21.7500 04/28/05 $ 136,785 $ 346,639
Richard V. Paulson........... 10,000 2.20% $21.7500 04/28/05 $ 136,785 $ 346,639
Allan R. Campbell............ 0 -- -- -- -- --
- ---------------
<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>
<TABLE>
OPTION EXERCISES AND YEAR-END VALUES
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 OPTIONS AT FY END (#) AT FY END
EXERCISE VALUE ----------------------------- -----------------------------
NAME (#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert L. Gable........ 50,000 $690,625 52,000 100,000 $1,071,500 $ 0
Cosmo S. Trapani....... 29,500 $506,781 34,250 16,250 $ 532,438 $187,344
Dennis A. Peasenell.... 44,322 $705,573 26,928 13,750 $ 492,352 $103,750
Richard V. Paulson..... 10,875 $248,086 57,875 16,250 $1,029,523 $145,313
Allan R. Campbell...... 20,000 $305,000 58,750 16,250 $1,047,031 $187,344
</TABLE>
9
<PAGE> 12
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/Compo-nents) Index.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG UNITRODE CORPORATION, THE S & P 500 INDEX
AND THE S & P ELECTRONICS (SEMICONDUCTORS) INDEX
Cumulative Total Return
----------------------------------
1/91 1/92 1/93 1/94 1/95 1/96
UNITRODE CORP 100 164 288 361 452 636
S & P 500 100 123 136 153 154 213
S & P ELEC (SEMICONDUCTOR) 100 134 207 303 344 425
* $100 INVESTED ON 01/31/91 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING JANUARY 31.
INDEPENDENT ACCOUNTANTS
The Board of Directors, upon the recommendation of the Audit Committee, has
selected Coopers & Lybrand L.L.P. to be the independent accountants for the
Corporation for the fiscal year ending January 31, 1997. Representatives of
Coopers & Lybrand L.L.P. 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
10
<PAGE> 13
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 BYLAW
The Bylaws 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 30, 1996, in order to be considered for inclusion in the
proxy materials for the annual meeting to be held in 1997. The inclusion of any
such proposal will be subject to applicable rules of the Securities and Exchange
Commission.
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, 1996 all Section 16(a) filing requirements applicable to
its officers, directors and greater than ten percent beneficial owners were
complied with, except that Forms 3 relating to the election of Messrs. Lataif
and Vanderslice as Directors of the Corporation were filed three weeks late as a
result of an administrative error.
11
<PAGE> 14
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 24, 1996
12
<PAGE> 15
UNITRODE CORPORATION
ANNUAL MEETING OF STOCKHOLDERS - JUNE 3, 1996
P THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
R
O
X The undersigned, revoking all prior proxies, hereby appoints Robert L.
Y 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 3, 1996 at Waltham, 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> 16
/X/ Please mark
votes as in
this example.
UNLESS OTHERWISE INSTRUCTED, THIS PROXY WILL BE VOTED IN FAVOR OF THE
PROPOSAL SET FORTH BELOW,
1. Election of Directors
Nominees
For 3 Year Term - Louis E. Lataif; James T. Vanderslice
FOR WITHHELD
/ / / /
MARK HERE / /
FOR ADDRESS
CHANGE AND
NOTE AT LEFT
--------------------------------------
For, except withheld from the nominee
as noted above.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY, USING THE
ENCLOSED ENVELOPE.
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
------------- ----------- ------------ -----------
