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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
Galileo Technology Ltd.
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(Name of Registrant as Specified In Its Charter)
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(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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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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GALILEO TECHNOLOGY LTD.
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NOTICE OF EXTRAORDINARY MEETING OF SHAREHOLDERS
September 8, 1999
TO THE SHAREHOLDERS OF GALILEO TECHNOLOGY LTD.:
NOTICE IS HEREBY GIVEN that the Extraordinary Meeting of Shareholders of
Galileo Technology Ltd., a corporation formed under the laws of the State of
Israel (the "Company"), will be held on Wednesday, September 8, 1999 at 6:00
p.m., Israel time, at the principal executive offices of the Company located
at Moshav Manof, D.N. Misgav 20178, Israel, for the following purposes:
1. To approve the capitalization of a sum of New Israeli Shekels (NIS)
206,507 out of the undivided profits of the Company and use it for a
distribution of a 100% stock dividend (bonus shares), by way of issue of
one fully paid-up Ordinary Share for each share held by a shareholder of
the Company as of the Dividend Record Date of September 9, 1999.
2. To approve the appointment by the Board of Mr. Avigdor Willenz to act on
behalf of the shareholders as necessary to carry out proposal one.
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only shareholders of record at the close of business on August 9, 1999 (the
"Record Date") are entitled to notice of and to vote at the meeting and any
adjournments thereof.
All shareholders are cordially invited to attend the meeting in person. Any
shareholder attending the meeting may vote in person even if such shareholder
previously signed and returned a proxy.
FOR THE BOARD OF DIRECTORS
Avigdor Willenz
Chairman of the Board of Directors
and Chief Executive Officer
Manof, Israel
August 11, 1999
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE,
DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED
ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES.
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GALILEO TECHNOLOGY LTD.
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PROXY STATEMENT FOR EXTRAORDINARY MEETING OF SHAREHOLDERS
The enclosed Proxy is solicited on behalf of the Board of Directors (the
"Board") of Galileo Technology Ltd. (the "Company") for use at the Company's
Extraordinary Meeting of Shareholders (the "Extraordinary Meeting") to be held
Wednesday, September 8, 1999 at 6:00 p.m., Israel time, or at any adjournment
or postponement thereof, for the purposes set forth herein and in the
accompanying Notice of Extraordinary Meeting of Shareholders. The
Extraordinary Meeting will be held at the principal executive offices of the
Company located at Moshav Manof, D.N. Misgav 20178, Israel. The telephone
number at that address is 011-972-4-9999-555. The Company's principal
executive offices in the United States are located at 142 Charcot Avenue, San
Jose, California 95131. The telephone number at that address is (408) 367-
1400.
These proxy solicitation materials were mailed on or about August 11, 1999
to all shareholders entitled to vote at the Extraordinary Meeting.
INFORMATION CONCERNING SOLICITATION AND VOTING
Record Date and Shares Outstanding
Shareholders of record at the close of business on August 9, 1999 (the
"Record Date") are entitled to notice of, and to vote at, the Extraordinary
Meeting. At the Record Date, 20,650,743 of the Company's Ordinary Shares (the
"Ordinary Shares") were issued, outstanding and entitled to vote at the
Extraordinary Meeting.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of the
Company, at either of the addresses set forth herein, a written notice of
revocation or a duly executed proxy bearing a later date or by attending the
Extraordinary Meeting and voting in person. Attendance at the Extraordinary
Meeting will not in and of itself constitute revocation of a proxy.
Voting and Solicitation
Pursuant to the Company's Articles of Association, the presence, in person
or by proxy, of two shareholders entitled to vote upon the business to be
transacted in the Extraordinary Meeting and holding or representing at least
60 percent of the outstanding Ordinary Shares of the Company is necessary to
constitute a quorum at the Extraordinary Meeting. The affirmative vote of the
holders of at least three-fourths of the Ordinary Shares present and voting at
a meeting at which a quorum is present is required to approve the matters upon
which the shareholders will be asked to vote. Each Ordinary Share is entitled
to one vote on each proposal or item that comes before the Extraordinary
Meeting.
Under Israeli law, if a quorum is present in person or by proxy, broker
non-votes and abstentions will have no effect on whether the requisite vote is
obtained, as they do not constitute present and voting shares.
Solicitation of proxies may be made by directors, officers and other
employees of the Company by personal interview, telephone, facsimile or other
method. No additional compensation will be paid for any such services. Costs
of solicitation, including preparation, assembly, printing and mailing of this
proxy statement, the proxy and any other information furnished to the
shareholders, will be borne by the Company. The Company may reimburse the
reasonable charges and expenses of brokerage houses or other nominees or
fiduciaries for forwarding proxy materials to, and obtaining authority to
execute proxies from, beneficial owners for whose account they hold Ordinary
Shares.
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PROPOSAL ONE
Approval of the capitalization of NIS 206,507 out of the undivided profits
of the Company and use it for a distribution of a 100% stock dividend (bonus
shares), by way of issue of one fully paid-up Ordinary Share for each share
held by a shareholder of the Company as of the Dividend Record Date of
September 9, 1999
Background
The Board has approved, subject to shareholder approval, the capitalization
of a sum of NIS 206,507 out of the undivided profits of the Company and use it
for a distribution of a 100% Ordinary Share dividend to the shareholders of the
Company, in order to effect a two-for-one stock split. According to Israeli
law, distribution of such a dividend requires shareholder approval. In the
event shareholder approval of the share dividend is obtained, the Company will
effect a two-for-one stock split (in the form of a share dividend), to be paid
on September 17, 1999 to shareholders of record on September 9, 1999 (the
"Stock Split").
Proposed Stock Split
In connection with the Stock Split, each holder of the Company's Ordinary
Shares would receive one additional share for each share held. In addition, the
number of Ordinary Shares reserved for issuance or subject to outstanding
options or purchase rights granted under the Company's employee and director
share plans (the "Employee and Director Share Plans") would increase by 100%
(and the exercise and purchase prices of such outstanding options and rights
would correspondingly decrease by 50%). On August 3, 1999, at the Company's
Annual Meeting of Shareholders, the Company's shareholders approved an increase
of 50,000,000 Ordinary Shares in the Company's authorized capital, which
provides sufficient shares for the issuance of the dividend.
Current Use of Shares
As of the Record Date, the Company has approximately 20,650,743 shares of
Ordinary Shares outstanding and approximately 4,187,793 shares reserved for
issuance under the Company's Employee and Director Share Plans, of which
approximately 2,610,677 are covered by outstanding options and approximately
1,577,116 are available for grant or purchase. Therefore, the Company's total
share requirement prior to the Stock Split is 24,838,536.
Purpose of the Stock Split
The Board of Directors believes that it is in the Company's best interest to
effect the Stock Split, in order to lower the per-share market price of the
Company's Ordinary Shares and increase trading activity and broaden the
marketability of the Company's Ordinary Shares.
Effect of the Stock Split
After the Stock Split, purchases and sales of Ordinary Shares by an
individual shareholder may be subject to higher brokerage charges and
applicable stock transfer taxes than on a pre-split transaction of equivalent
market value, due to the greater number of Ordinary Shares involved after the
Stock Split. In addition, the Company will incur certain expenses in connection
with the Stock Split, such as the cost of preparing and delivering to
shareholders new certificates representing additional shares. The Company has
been advised that, based on current United States and Israeli tax law, the
Stock Split should not result in any gain or loss for United States federal and
Israeli income tax purposes. The tax basis of every share held before the Stock
Split will be allocated between the two shares held as a result of the
distribution, and the holding period of the new shares will be the holding
period of the shares with respect to which they were issued. The laws of
jurisdictions other than the United States and Israel may impose income taxes
on the issuance of the additional shares and shareholders subject to such laws
are urged to consult their tax advisers.
2
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Proposal
Shareholders are being asked to approve the capitalization of a sum of NIS
206,507 out of the undivided profits of the Company and use it for a
distribution of a 100% stock dividend to effect the two-for-one Stock Split.
The affirmative vote of the holders of at least three-fourths of the
outstanding Ordinary Shares of the Company represented and voting at the
Extraordinary Meeting is required to approve distribution of the share
dividend.
Board Recommendation
The Board recommends a vote "FOR" approval of this proposal.
PROPOSAL TWO
To approve the appointment by the Board of Mr. Avigdor Willenz to act on
behalf of the shareholders as necessary to carry out the aforesaid resolution
under proposal one
Background
Israeli law requires a document signed by all shareholders in order to
effect a share dividend. However, the Board is allowed to appoint an officer
of the Company to sign such document on behalf of the shareholders.
Proposal
Shareholders are being asked to approve the appointment of Mr. Avigdor
Willenz to act on behalf of the shareholders as necessary to carry out
proposal one. The affirmative vote of the holders of at least three-fourths of
the outstanding Ordinary Shares of the Company represented and voting at the
Extraordinary Meeting is required to appoint Mr. Avigdor Willenz to sign the
documentation to effect the share dividend described in proposal one of this
proxy statement.
Board Recommendation
The Board recommends a vote "FOR" approval of this proposal.
OTHER MATTERS
The Company knows of no other matters to be submitted at the Extraordinary
Meeting. If any other matters properly come before the Extraordinary Meeting,
it is the intention of the persons named in the enclosed proxy to vote the
shares they represent as the Board may recommend.
THE BOARD OF DIRECTORS
Dated: August 11, 1999
3
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1663-SPS-99
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DETACH HERE
PROXY
GALILEO TECHNOLOGY LTD.
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
The undersigned hereby appoint(s) George Hervey and Avigdor Wilenz, or either of
them, each with full power of substitution, the lawful attorneys and proxies of
the undersigned to vote as designated below, and, in their discretion, upon such
other business as may properly be presented to the meeting, all of the Ordinary
Shares of GALILEO TECHNOLOGY LTD. that the undersigned shall be entitled to vote
at the Annual Meeting of Shareholders to be held on August 3, 1999 and any
adjournments or postponements thereof.
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
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DETACH HERE
[X] Please mark
votes as in
this example.
This Proxy when properly executed, will be voted in the manner directed by the
undersigned shareholder. WHEN NO DIRECTION IS INDICATED, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS LISTED BELOW. This Proxy may be revoked at any time
prior to the time it is voted by any means described on the accompanying Proxy
Statement.
1 To elect as directors Avigdor Wilenz, Manuel Alba, Matty Karp and
Christopher J. Schaepe
FOR [_] [_] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
[_]____________________________________________________________
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided above.)
2 To approve an amendment to each of the Galileo Technology Ltd. 1997 Employees
Stock Option Plan and the Galileo Technology Ltd. 1997 GTI Stock Option Plan
(together, the "Plans") to increase by 600,000 the number of shares reserved
for issuance under such plans.
FOR AGAINST ABSTAIN
[_] [_] [_]
3 To approve a special resolution to increase the registered share capital of
the Company from NIS 500,000 (50,000,000 ordinary shares) to NIS 1,000,000
(100,000,000 ordinary shares).
FOR AGAINST ABSTAIN
[_] [_] [_]
4 To ratify the appointment of Ernst & Young LLP as the company's independent
auditors.
FOR AGAINST ABSTAIN
[_] [_] [_]
5 To approve the 1998 Annual Report of the Company.
FOR AGAINST ABSTAIN
[_] [_] [_]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]
Please date and sign exactly as your name(s) appear(s) hereon. If shares are
held jointly, each holder should sign. Please give full title and capacity in
which signing if not signing as an individual.
Signature:_____________ Date:_________ Signature:_____________ Date:_________
