<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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<S> <C>
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-12
POWER-ONE, INC.
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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)
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Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/ / No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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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[LOGO]
740 CALLE PLANO
CAMARILLO, CALIFORNIA 93012
Dear Stockholder:
I am pleased to enclose materials related to recent actions by our board of
directors, which I encourage you to read carefully.
As announced on July 27, 2000, our board of directors recently approved a
two-for-one split of our common stock. The split is subject to stockholder
approval of an amendment to our Restated Certificate of Incorporation increasing
the number of authorized shares of common stock in order to provide sufficient
additional shares to make the split possible. To secure that approval, the board
has called a special meeting of stockholders to be held at our corporate
headquarters on August 31, 2000, and we are enclosing proxy materials related to
that meeting. Please take a few moments to review these materials and complete,
sign and return your proxy card so that your shares may be represented at the
special meeting.
In addition, I am enclosing a letter regarding our new Stockholder Rights
Plan, along with a description of the major terms of the plan. These documents
explain both the purpose and the mechanics of the plan, and we hope that you
will find them to be a concise but useful explanation of how the plan affects
your rights as a holder of our common stock.
Sincerely,
[SIGNATURE]
Steven J. Goldman
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
August 10, 2000
<PAGE>
[LOGO]
POWER-ONE, INC.
740 CALLE PLANO
CAMARILLO, CALIFORNIA
Dear Stockholder:
Stockholders of record as of August 7, 2000, are cordially invited to attend
a special meeting of stockholders which will be held at our corporate
headquarters, located at 740 Calle Plano, Camarillo, California on Thursday,
August 31, 2000, at 10:00 a.m. (local time).
At the special meeting, holders of common stock will be asked to vote on a
proposal to amend our Restated Certificate of Incorporation to increase the
total number of authorized shares to accommodate, among other things, the
proposed two-for-one split of our common stock. The Board of Directors has
approved this amendment, subject to stockholder approval, and encourages
stockholders to vote FOR this proposal.
The attached Proxy Statement contains information about these matters.
Whether or not you plan to attend the special meeting, please promptly execute
and return your proxy card to ensure that your shares are represented at the
meeting. Your vote is important, since approval of the amendment requires the
affirmative vote of an absolute majority of the common stock outstanding and
entitled to vote, rather than simply a majority of those who actually vote. As a
result, if you do not return a properly completed proxy or vote in person at the
special meeting, you will effectively be voting against the amendment.
I hope you will be able to attend the special meeting and look forward to
seeing you on August 31, 2000.
Sincerely,
[SIGNATURE]
Steven J. Goldman
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
August 10, 2000
<PAGE>
[LOGO]
740 CALLE PLANO
CAMARILLO, CALIFORNIA 93012
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 31, 2000
Power-One, Inc. will hold a special meeting of stockholders on Thursday,
August 31, 2000 at its corporate headquarters, located at 740 Calle Plano,
Camarillo, California at 10:00 a.m. (local time) for the purpose of amending its
Restated Certificate of Incorporation to increase the company's authorized
common stock.
Only stockholders who owned stock at the close of business on August 7, 2000
can vote at this meeting or any adjournments that may take place. Even though
you may presently plan to attend the meeting, we ask that you sign and date the
enclosed proxy card, and return it without delay in the enclosed postage-paid
envelope. If you are present at the special meeting, you may, if you wish,
withdraw your proxy card and vote in person on the proposal.
We look forward to receiving your proxy card so that your shares of stock
may be represented at the meeting.
By Order of the Board of Directors,
[SIGNATURE]
Eddie K. Schnopp
SECRETARY
August 10, 2000
<PAGE>
[LOGO]
740 CALLE PLANO
CAMARILLO, CALIFORNIA 93012
PROXY STATEMENT
GENERAL
Power-One, Inc.'s Board of Directors is soliciting the enclosed proxy for
use at a special meeting of stockholders to be held at our corporate
headquarters, located at 740 Calle Plano, Camarillo, California on Thursday,
August 31, 2000, at 10:00 a.m. (local time) and at any adjournment thereof.
We will vote all valid and properly executed proxies that we receive before
the special meeting in accordance with the instructions specified in the proxy.
If proxies do not give any instructions, we will vote shares FOR the proposal to
amend the Restated Certificate of Incorporation to increase the company's
authorized common stock.
You may revoke your proxy at any time before it is actually voted at the
special meeting by delivering a written notice of revocation to our corporate
Secretary or attending the meeting and withdrawing your proxy.
This Proxy Statement, proxy card and Notice of Special Meeting of
Stockholders are first being mailed to stockholders on or about August 10, 2000.
VOTING SECURITIES
Each share of common stock has one vote on all matters submitted to our
stockholders at the special meeting. Stockholders of record at the close of
business on August 7, 2000 are entitled to vote at the special meeting. On
August 7, 2000, our issued and outstanding voting securities consisted of
[ ] shares of common stock.
The presence at the special meeting, in person or by proxy, of the holders
of a majority of the outstanding shares of our common stock will constitute a
quorum for the meeting. Assuming such a quorum is present, the affirmative vote
of a majority of outstanding shares of our common stock is also necessary to
approve the proposal presented to our stockholders at the special meeting.
The inspector of elections that we appoint will count all votes cast in
person or by proxy at the special meeting. We will treat abstentions as shares
that are present and entitled to vote to determine the presence of a quorum, but
not as votes cast to determine the approval of the proposal submitted to a vote
of the stockholders.
If you hold your shares in "street name" through a broker or other nominee,
and you do not give your broker or nominee specific instructions on how to vote
your shares, your broker or nominee will be permitted to exercise voting
discretion with respect to the matter proposed to be acted upon.
PROPOSAL: APPROVAL OF AN AMENDMENT TO OUR
RESTATED CERTIFICATE OF INCORPORATION
The Board of Directors has approved, and is recommending to the stockholders
for approval at the special meeting, an amendment to the Restated Certificate of
Incorporation to increase the total number of shares of common stock we are
authorized to issue from 60 million to 300 million.
<PAGE>
WHAT IS THE PROPOSED AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION?
Our Restated Certificate of Incorporation currently authorizes the issuance
of a total of 90 million shares of stock, comprised of 60 million shares of
common stock and 30 million shares of preferred stock, each with a par value of
$.001. Upon approval of the proposal, the first paragraph of Article FOURTH of
the Restated Certificate of Incorporation would be amended to read as follows:
FOURTH. 1. The Corporation is authorized to issue two classes of stock
to be designated, respectively, "Common Stock" and "Preferred Stock." The
total number of shares which the Corporation is authorized to issue is Three
Hundred and Thirty Million (330,000,000) shares. Three Hundred Million
(300,000,000) shares shall be Common Stock, each having a par value of
$.001. Thirty Million (30,000,000) shares shall be Preferred Stock, each
having a par value of $.001.
Each of the newly authorized shares of common stock would have the same
rights and privileges as currently authorized common stock. The number of
authorized shares of preferred stock would not be affected.
WHY IS THE AMENDMENT NECESSARY?
On May 9, 2000, the Board of Directors declared a three-for-two split of our
common stock, payable on June 2, 2000, resulting in a 50% increase from
approximately 24.3 to approximately 36.4 million shares of common stock issued
and outstanding. On July 26, 2000, the Board declared an additional two-for-one
split of our common stock, which would result in a total of approximately
73.6 million shares of common stock issued and outstanding, a figure exceeding
the 60 million currently authorized.
In addition to accommodating the proposed two-for-one split of our common
stock, the Board believes that increasing our authorized common stock will
afford it continued flexibility to issue stock for valid corporate purposes such
as acquisitions, financings, incentive compensation and further stock dividends.
WHAT IS THE PURPOSE AND EFFECT OF THE PROPOSED TWO-FOR-ONE COMMON STOCK SPLIT?
Both the three-for-two split in June 2000 and the currently proposed
two-for-one split have been intended to place the market price of our common
stock in a range more attractive to investors, particularly individuals. The
closing price of our common stock on the Nasdaq Stock Market on July 26, 2000
was $135.25, and trading prices in the month of July 2000 ranged from $101.00 to
$154.69. In authorizing the split, the Board took into account that this trading
range was higher than that of most other major corporations, and believes that
the proposed two-for-one split of our common stock would bring the stock into a
more accessible trading range.
We will apply to the Nasdaq Stock Market for listing of the additional
shares of common stock to be issued in the event the proposed amendment is
approved. If the proposed amendment is adopted, all stockholders of record at
5:00 p.m., Eastern Daylight Time, on August 31, 2000, would be entitled to
receive one new share for each share that they then own. Approximately two weeks
following that date we would expect to begin mailing to registered stockholders
certificates representing the additional shares.
IMPORTANT NOTE: CERTIFICATES REPRESENTING SHARES ISSUED PRIOR TO THE SPLIT
WILL CONTINUE TO REPRESENT THE SAME NUMBER OF SHARES AFTER THE EFFECTIVE DATE.
THEREFORE, PLEASE DO NOT DESTROY OR RETURN YOUR EXISTING CERTIFICATES.
Stockholders whose shares are held by a broker or other nominee in "street
name" will not receive certificates representing the new shares. Instead, their
accounts will be credited with the new shares in accordance with the procedures
used by their broker or nominee.
2
<PAGE>
WHAT IS THE TAX EFFECT OF THE TWO-FOR-ONE STOCK SPLIT?
We have been advised by counsel that the proposed stock split would result
in no gain or loss of realization of taxable income to owners of common stock
under existing United States federal income tax laws. Immediately after the
stock split, the tax basis of each share of common stock will be one-half of the
tax basis before the stock split, and each new share will be deemed to have been
acquired at the same time as the original share with respect to which the new
share was issued. The laws of jurisdictions other than the United States may
impose income taxes on the issuance of the additional shares and stockholders
are urged to consult their tax advisors. In addition, if stockholders dispose of
their shares after the stock split, they may pay higher brokerage commissions on
the same relative interest in us because that interest is represented by a
greater number of shares. Stockholders may wish to consult their brokers to
ascertain the brokerage commission that would be charged for disposing of a
greater number of shares.
HOW WILL THE ADDITIONAL AUTHORIZED STOCK BE USED?
We currently have no commitments, agreements or intentions to issue
additional shares of common stock, other than with respect to the stock split
and under our existing stock option and employee benefit plans.
WHY DOES THE BOARD FEEL THAT SUCH A LARGE NUMBER OF ADDITIONAL SHARES ARE
NECESSARY?
The proposed amendment to the Restated Certificate of Incorporation would
permit the Board to issue the additional shares without further action or
authorization by stockholders (except as may be required in certain cases by law
or the Nasdaq Stock Market rules). The Board believes it is prudent for us to
have this flexibility. The additional shares could be used for future
financings, acquisitions, stock dividends or stock splits.
ARE THERE DISADVANTAGES OF HAVING THE ADDITIONAL AUTHORIZED SHARES?
Current stockholders do not have preemptive rights, which means they do not
have the right to purchase any new issuance of common stock in order to maintain
their proportionate interests in us. Accordingly, the additional authorized
shares could be used to discourage persons from attempting to gain control of
us, by diluting the voting power of shares then outstanding or increasing the
voting power of persons who would support the Board in a potential takeover
scenario. We are not currently aware of any pending or threatened efforts to
acquire control of us, and we have no plans to use the new shares to discourage
any such effort.
IS MY VOTE IMPORTANT?
Your vote counts. Please note that not returning your proxy or abstaining
from the vote has the same impact as voting against the amendment, since the
approval of the amendment requires the affirmative vote of an absolute majority
of the common stock outstanding and entitled to vote, rather than simply a
majority of those who actually vote.
WHAT IS THE RECOMMENDATION OF THE BOARD OF DIRECTORS?
The Board of Directors has unanimously approved the proposed amendment and
has determined that the increase in authorized common stock is in the best
interests of the company and its stockholders. Accordingly, the Board
unanimously recommends that stockholders vote FOR the proposed amendment.
3
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of our outstanding
common stock as of July 19, 2000 by (a) persons or entities who, individually or
as a group, are known to us to beneficially own 5% or more of our outstanding
common stock, and (b) each of our directors and executive officers, individually
and together as a group.
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF ALL
BENEFICIALLY COMMON STOCK
NAME OF BENEFICIAL OWNER(1) OWNED(2) OUTSTANDING
--------------------------- ------------ -----------------
<S> <C> <C>
Voting Trust(3)............................................. 6,493,896 17.6%
Stephens Group, Inc.(3)(4).................................. 3,642,863 9.9
Steven J. Goldman........................................... 1,921,716 5.2
William T. Yeates........................................... 7,500 *
Eddie K. Schnopp(5)......................................... 488,554 1.3
Dennis R. Roark............................................. 578,662 1.6
David J. Hage............................................... 547,616 1.5
Jon E.M. Jacoby(4)(6)....................................... 1,307,226 3.5
Hanspeter Brandli........................................... 30,000 *
Jay Walters................................................. -- --
Kendall R. Bishop........................................... 17,925 *
All executive officers and directors as a group (10
persons)..................................................
</TABLE>
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* Less than one percent.
(1) The addresses for the listed beneficial owners are as follows: for the
voting trust, c/o James Sommers, Trustee, 237 Cherokee Road, Charlotte,
North Carolina, 28207; for Stephens Group, Inc. and Jon E. M. Jacoby, 111
Center Street, Little Rock, Arkansas 72201; for each other listed
stockholder, c/o the Company, 740 Calle Plano, Camarillo, California 93012.
(2) Gives effect to options exercisable within 60 days of July 19, 2000, and to
our three-for-two stock split payable June 2, 2000.
(3) The voting trust is administered by Mr. James Sommers, Trustee. The trustee
exercises sole voting power over the trust's shares, and is required to vote
such shares "for" or "against" proposals submitted to our stockholders in
the same proportion as the votes cast "for" and "against" such proposals by
all other stockholders, excluding abstentions. The voting trust will expire
on the earlier of June 7, 2008, or the occurrence of certain events related
to Stephens Inc.'s status as an affiliate of us.
(4) Stephens Group, Inc. has contributed its shares to the voting trust
described in Note 3. Certain shareholders, directors, officers and related
entities of Stephens Group, Inc. own an additional 3,341,083 shares, of
which 2,851,033 have been contributed to the voting trust. Mr. Jacoby is a
director and an officer of Stephens Group, Inc. and its subsidiary, Stephens
Inc.
(5) Includes 189,973 shares owned by Donna Koep, who is married to Mr. Schnopp,
and 5,700 shares owned by a trust for the benefit of Mr. Schnopp's children.
Mr. Schnopp disclaims beneficial ownership of such shares.
(6) Includes 230,725 shares owned by Jacoby Enterprises, Inc., 141,772 shares
owned by Coral Two Corporation and 105,883 shares owned by Coral Partners,
which have all been contributed to the voting trust and as to which
Mr. Jacoby has sole power of disposition, subject to certain transfer
restrictions in the voting trust agreement, and the voting trust has sole
power to vote; also includes 15,283 shares owned by Delaware Charter
Guarantee & Trust F/B/O Jon E. M. Jacoby Keogh as to which Mr. Jacoby has
sole power of disposition and sole power to vote; also includes the
4
<PAGE>
following shares as to which Mr. Jacoby disclaims beneficial ownership:
129,968 shares owned by Warren and Harriet Stephens Children's Trust UID
9/30/87 and 453,783 shares owned by Jackson T. Stephens Grandchildren's
Trust AAAA UID 1/26/96, which have been contributed to the voting trust and
as to which Mr. Jacoby, as sole trustee, has sole power of disposition,
subject to certain transfer restrictions in the voting trust agreement, and
the voting trust has sole power to vote; and includes 44,104 shares owned by
Grandchild's Trust One UID 12/16/85, 44,104 shares owned by Grandchild's
Trust Two UID 12/16/85, 44,104 shares owned by Grandchild's Trust Three UID
12/89, 22,500 shares owned by Susan Stephens Campbell 1995 Trust UID
12/4/95, 22,500 shares owned by Craig D. Campbell, Jr. 1995 Trust UID
12/4/95 and 22,500 shares owned by Elizabeth Chisum Campbell 1995 Trust UID
12/4/95, as to which Mr. Jacoby, as a co-trustee, has shared power to vote
and shared power of disposition. Does not include shares owned by Stephens
Group, Inc. or other of its related persons or entities, except as mentioned
in this footnote.
5
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SOLICITATION COSTS
We will pay the cost of this proxy solicitation. We have retained [INSERT
NAME, ADDRESS], to aid in the solicitation. For these services, we will pay
[NAME] a fee of $ and reimburse it for certain out-of-pocket disbursements
and expenses. Brokers and nominees should forward soliciting materials to the
beneficial owners of the stock that such brokers and nominees hold of record. We
will reimburse brokers and nominees for their reasonable forwarding expenses.
Our directors, officers and regular employees, without extra compensation, may
solicit proxies personally, by telephone, by mail or by other means of
communication.
STOCKHOLDER PROPOSALS
Any stockholder who intends to present a proposal at our 2001 Annual Meeting
must deliver the proposal to us at our principal executive offices not later
than December 2, 2000 for inclusion in our proxy statement and form of proxy
relating to the meeting.
Stockholder proposals submitted outside the proxy process (i.e., a proposal
to be presented at the next annual meeting of stockholders but NOT submitted for
inclusion in our proxy statement for that meeting) must be received by our
corporate Secretary not less than 90 nor more than 120 days prior to the
meeting, presently expected to be held in May 2001. However, if less than 100
days' notice of the date of the meeting is given to stockholders, then notice
need only be received within 10 days of the date on which notice is given.
Stockholder proposals must contain certain information required by our Bylaws
and comply with applicable legal requirements. Any stockholder may obtain a copy
of our Bylaws by submitting a request to our corporate Secretary at the address
set forth on the cover of this Proxy Statement.
For the Board of Directors,
[SIGNATURE]
Eddie K. Schnopp
SECRETARY
August 10, 2000
6
<PAGE>
POWER-ONE, INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned having duly received the Notice of Special Meeting and
the Proxy Statement, hereby appoints the Chairman and Chief Executive
Officer, Steven J. Goldman, and the Chief Financial Officer, Eddie K.
Schnopp, as proxies (each with the power to act alone and with the power of
substitution and revocation) to represent the undersigned and to vote, as
designated on the reverse, all common shares of Power-One, Inc. held of
record by the undersigned on August 7, 2000, at the Special Meeting of
Stockholders to be held on Thursday, August 31, 2000 at the Power-One
corporate headquarters, located at 740 Calle Plano, Camarillo, California at
10:00 a.m. Los Angeles time, and at any adjournment thereof.
(CONTINUED ON OTHER SIDE)
<PAGE>
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
SPECIAL MEETING OF STOCKHOLDERS
POWER-ONE, INC.
AUGUST 31, 2000
Please Detach and Mail in the Envelope Provided
/X/ PLEASE MARK YOUR VOTES AS INDICATED IN THIS EXAMPLE.
1. Proposal to amend the Company's Restated Certificate of Incorporation to
increase the authorized common stock as described in the accompanying Proxy
Statement.
FOR AGAINST ABSTAIN
/ / / / / /
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
ON THE PROXY BY THE UNDERSIGNED STOCKHOLDER.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
RETURN ENVELOPE.
______________________ ________________________________________Dated______, 2000
(SIGNATURE) (SIGNATURE, IF HELD JOINTLY)
NOTED: Please sign exactly as your name appears on this card. When shares are
held by joint tenants, both should sign. If signing as attorney,
guardian, executor, administrator or trustee, please give full title
as such. If a corporation, please sign in the corporate name by the
president or other authorized officer. If a partnership, please sign in
the partnership name by an authorized person.
