<PAGE>
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:
[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 Rule 14a-11(c) or Rule 14a-12
Virata Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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.
-------------------------------------------------------------------------
(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>
[Virata Corporation Letterhead]
Santa Clara, California
April , 2000
Dear Stockholder:
Stockholders of record as of April 7, 2000 are encouraged to vote on the
enclosed proposal, which seeks to amend the Company's Amended and Restated
Certificate of Incorporation, increasing the total number of authorized shares
of the Company's Common Stock, par value $0.001 per share, to accommodate a
proposed two-for-one split of the Company's Common Stock and to provide the
Company with adequate flexibility in the future with respect to the issuance
of its Common Stock.
The Board of Directors has unanimously approved this amendment, subject to
stockholder approval, and encourages stockholders to vote FOR this proposal.
I urge you to sign, date, and promptly return the enclosed proxy in the
enclosed postage-paid envelope.
To complete this vote, the Company will hold a Special Meeting of
Stockholders at 10:00 a.m. on Monday May 1, 2000, at the Westin Hotel, 5101
Great America Parkway, Santa Clara, California 95054.
Please note that the only item on the agenda for this meeting will be
voting on this amendment. Other than matters directly relating to the proposed
two-for-one stock split, management will be making no presentations at the
Special Meeting. We anticipate the Special Meeting will take no longer than
ten minutes.
If you decide to attend the Special Meeting and vote in person, you will of
course have that opportunity. However, to assure your representation at the
meeting, you are requested to mark, date, sign and return the enclosed proxy
card as promptly as possible in the envelope provided. Stockholders attending
the meeting may vote in person even if they have returned a proxy as long as
the secretary of the meeting is notified in writing prior to the voting of the
proxy.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of the Company.
Sincerely,
Charles Cotton
Chief Executive Officer and Director
<PAGE>
[Virata Corporation Letterhead]
2933 Bunker Hill Lane, Suite 201
Santa Clara, California 95054
----------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on May 1, 2000
----------------
To the Stockholders of Virata Corporation:
A Special Meeting of Stockholders of Virata Corporation, a Delaware
corporation, will be held at 10:00 a.m. on Monday May 1, 2000 at the Westin
Hotel, 5101 Great America Parkway, Santa Clara, California 95054, for the
following purposes:
1. To consider and vote upon a proposed amendment to the Company's
Amended and Restated Certificate of Incorporation to increase the number of
authorized shares of the Company's Common Stock, $0.001 par value per
share, from 40,000,000 to 450,000,000 to accommodate a proposed two-for-one
split of the Company's Common Stock and to provide the Company with
adequate flexibility in the future with respect to the issuance of its
Common Stock; and
2. To transact such other business as may properly come before the
meeting and any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on April 7, 2000 as
the record date for the determination of stockholders entitled to receive
notice of and to vote at the Special Meeting and any adjournment and
postponement thereof. In order to constitute a quorum for the conduct of
business at the Special Meeting, holders of a majority in voting interest of
the Company's outstanding Common Stock must be present in person or be
represented by proxy.
All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are requested to
mark, date, sign and return the enclosed proxy card as promptly as possible in
the postage-prepaid envelope provided. Stockholders attending the meeting may
vote in person even if they have returned a proxy.
THEREFORE, WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN
PERSON, YOU ARE URGED TO EXECUTE THE PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE.
For the Board of Directors,
Andrew M. Vought
Chief Financial Officer and
Secretary
Santa Clara, California
April , 2000
<PAGE>
[Virata Corporation Logo]
Virata Corporation
2933 Bunker Hill Lane, Suite 201
Santa Clara, California 95054
----------------
PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS
to be held on
May 1, 2000
----------------
GENERAL INFORMATION ON THE MEETING
This Proxy Statement is being mailed to stockholders of Virata Corporation,
a Delaware corporation (the "Company"), on or about April , 2000 in
connection with the solicitation by the Board of Directors of proxies to be
used at the Special Meeting of Stockholders of the Company to be held on
Monday, May 1, 2000 at 10:00 a.m. at the Westin Hotel, 5101 Great America
Parkway, Santa Clara, California 95054, and any adjournment and postponement
thereof.
The cost of preparing, assembling and mailing the Notice of Special Meeting
of Stockholders, Proxy Statement and form of proxy and the solicitation of
proxies will be paid by the Company. In addition to soliciting proxies by mail,
the Company's officers, directors and other regular employees, without
additional compensation, may solicit proxies personally or by other appropriate
means. The Company will reimburse brokers or other persons holding stock in
their names or the names of their nominees for the expenses of forwarding
soliciting material to their principals.
RECORD DATE AND VOTING
Only stockholders of record at the close of business on April 7, 2000 are
entitled to notice of and to vote at the Special Meeting and at any adjournment
or postponement thereof. As of April 7, 2000, shares of Common Stock
were outstanding. Stockholders of record will be entitled to one vote for each
share of Common Stock held. In order to constitute a quorum for the conduct of
business at the Special Meeting, holders of a majority in voting interest of
the Company's outstanding Common Stock must be present in person or be
represented by proxy.
The affirmative vote of the holders of a majority of the outstanding shares
of the Common Stock represented in person or by proxy and entitled to vote is
required to approve the proposed amendment. Abstentions and broker non-votes
will be counted for the purpose of determining the presence of absence of a
quorum.
A stockholder giving a proxy may revoke it at any time before it is voted by
filing written notice of revocation with Andrew M. Vought, the Secretary of the
Company, at 2933 Bunker Hill Lane, Suite 201, Santa Clara, California 95054, or
by appearing at the meeting and voting in person. A prior proxy is
automatically revoked by a stockholder giving a valid proxy bearing a later
date. Shares represented by valid proxies will be voted in accordance with the
instructions contained in the proxies. In the absence of instructions, shares
represented by valid proxies will be voted in accordance with recommendations
of the Board of Directors as shown on the proxy.
1
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If a stockholder's shares are registered in the name of a bank, brokerage
firm, or other custodian, that stockholder may also be eligible to
electronically vote via the Internet or by telephone. A large number of banks
and brokerage firms are participating in the ADP Investor Communication
Services online program. This program provides eligible stockholders who
receive a paper copy of the proxy statement the opportunity to vote via the
Internet or by telephone. If the stockholder's bank or brokerage firm is
participating in this online program, the proxy form will provide instructions
for electronic voting.
APPROVAL OF AN AMENDMENT TO THE COMPANY'S AMENDED AND 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 Article IV of the
Company's Amended and Restated Certificate of Incorporation to increase the
number of shares of Common Stock, $0.001 par value per share, which the Company
is authorized to issue from 40,000,000 to 450,000,000. The Board of Directors
determined that this amendment is advisable and should be considered at the
Special Meeting. The full text of the proposed amendment to the Amended and
Restated Certificate of Incorporation is set forth below and the form of the
Certificate of Amendment is attached as Exhibit A. The Company is currently
authorized to issue 5,000,000 shares of Preferred Stock, par value $0.001 per
share, and the proposed amendment will not affect this authorization.
Purposes and Effects of Proposed Increase in the Number of Authorized Shares of
Common Stock
The proposed amendment would increase the number of shares of Common Stock,
$0.001 par value per share, the Company is authorized to issue from 40,000,000
to 450,000,000. The additional 410,000,000 shares of Common Stock would be a
part of the same existing class of Common Stock, and, if and when issued, would
have the same rights and privileges as the shares of Common Stock presently
issued and outstanding. As of April 7, 2000, there were shares of
Common Stock outstanding. In addition, the Company has agreed to issue
approximately 677,000 shares of Common Stock in connection with its acquisition
of Inverness Systems Ltd., subject to the closing of the acquisition and
certain other terms and conditions. The acquisition of Inverness Systems Ltd.
is anticipated to close on or about April 17, 2000. The Board of Directors
believes it is desirable to increase the number of shares of Common Stock the
Company is authorized to issue in order to accomplish the proposed stock split
and to provide the Company with adequate flexibility in the future with respect
to the issuance of its Common Stock. Except for the proposed stock split, the
Company has no present commitments, agreements, or intent to issue additional
shares of Common Stock, other than with respect to currently reserved shares,
in connection with its acquisition of Inverness Systems Ltd., in connection
with transactions in the ordinary course of the Company's business, or shares
that may be issued under the Company's stock option, stock purchase and other
existing employee benefit plans for which the increase in the number of
authorized shares in necessary.
Under Delaware law, the proposed stock split cannot occur unless
stockholders approve the proposed amendment to Article IV of the Company's
Amended and Restated Certificate of Incorporation. The proposed amendment to
Article IV would permit the issuance of additional shares up to the new
450,000,000 maximum authorization without further action or authorization by
stockholders (except as may be required in a specific case by law or the Nasdaq
Stock Market rules). The Board believes it is prudent for the Company to have
this flexibility. The holders of Common Stock are not entitled to preemptive
rights or cumulative voting. Accordingly, the issuance of additional shares of
Common Stock might dilute, under certain circumstances, the ownership and
voting rights of existing stockholders. The proposed increase in the number of
shares of Common Stock the Company is authorized to issue is not intended to
inhibit a change in control of the Company. However, the availability for
issuance of additional shares of Common Stock could discourage, or make more
difficult, efforts to obtain control of the Company. For example, the issuance
of shares of Common Stock in a public or private sale, merger, or similar
transaction would increase the number of outstanding shares, thereby possibly
diluting the interest of a party attempting to obtain control of the Company.
The Company is not aware of any pending or threatened efforts to acquire
control of the Company.
2
<PAGE>
Purposes and Effects of Proposed Two-For-One Common Stock Split
The Board of Directors anticipates that the increase in the number of
outstanding shares of Common Stock of the Company resulting from a two-for-one
stock split will place the market price of the Common Stock in a range more
attractive to investors, particularly individuals. The Company's Common Stock
is listed for trading on the Nasdaq Stock Market, and the Company will apply
for listing of the additional shares of Common Stock to be issued in the event
the proposed stock split is approved. If the proposed amendment is adopted,
each stockholder of record at 4:00 p.m., Eastern Standard Time, on May 4, 2000,
would be the record owner of, and entitled to receive, a certificate or
certificates representing one additional share of Common Stock for each share
of Common Stock then owned of record by such stockholder. In addition,
certificates representing shares of Common Stock would be deemed to represent
the same number of shares of Common Stock having the same par value.
Consequently, certificates representing shares of Common Stock should be
retained by each stockholder and should not be returned to the Company or to
its transfer agent. It will not be necessary to submit outstanding certificates
for exchange. In addition, if effected, the proposed stock split will result in
certain appropriate adjustments to the number of shares available for issuance
under, and certain other terms of the Company's 1999 Stock Incentive Plan, 1999
Employee Stock Purchase Plan, 1999 Non-Employee Director Plan, D2 Technologies
Tandem Stock Plan, and other existing employee benefit plans, and if the
acquisition of Inverness Systems Ltd. is consummated, the Inverness Systems
Ltd. Share Option Plan (1997).
Certain Federal Income Tax Consequences of the Stock Split
The following is a brief summary of certain federal income tax consequences
of the stock split based upon current federal tax law:
. No gain or loss will be recognized by the Company as a result of the
stock split.
. No gain or loss will be recognized by a holder of the Common Stock as a
result of the stock split.
. The stockholder's tax basis in each share of the Common held by the
stockholder before the stock split will be allocated between the shares
of Common Stock held as a result of the stock split.
. The stockholder's holding period of each additional share of Common
Stock received in the stock split will be the same as the holding period
of the original share of Common Stock held by the stockholder.
The foregoing summary does not purport to be a complete analysis of all
potential tax effects of the stock split. Each stockholder is urged to consult
his or her own tax advisor to determine the particular tax consequences to such
stockholder of the stock split, including the applicability and effect of
state, local and foreign tax laws.
Effective Date of Proposed Amendment and Issuance of Shares for Stock Split
The proposed amendment to Article IV of the Amended and Restated Certificate
of Incorporation of the Company, if adopted by the required vote of
stockholders, will become effective at 4:00 p.m., Eastern Standard Time, on May
4, 2000, the proposed record date for the determination of the owners of Common
Stock entitled to receive a certificate or certificates representing the
additional shares. Please do not destroy or send your present Common Stock
certificates to the Company. If the proposed amendment is adopted, those
certificates will remain valid for the number of shares shown thereon, and
should be carefully preserved by you. The Company expects that the additional
shares will be distributed on or about May , 2000, by book-entry in the
records of the Company. Stockholders will be entitled to receive physical stock
certificates upon request.
Amendment of Amended and Restated Certificate of Incorporation
If approved, the Company's Amended and Restated Certificate of Incorporation
would be amended by deleting the first paragraph of Article IV in its present
form and substituting therefor a new first paragraph of Article IV in the
following form:
"The total number of shares of stock which the corporation shall have
authority to issue is Four Hundred Fifty-Five Million (455,000,000), Four
Hundred Fifty Million (450,000,000) of which shall be designated shares of
Common Stock, par value of one-tenth of one cent ($0.001) per share (the
"Common Stock"),
3
<PAGE>
and Five Million (5,000,000) of which shall be designated shares of
Preferred Stock, par value of one-tenth of one cent ($0.001) per share (the
"Preferred Stock"). Effective at 4:00 p.m., Eastern Standard Time, on May
4, 2000, every share of Common Stock then outstanding shall be deemed to be
converted into and reconstituted as two shares of Common Stock."
Notwithstanding shareholder approval, any time prior to the filing of the
amendment to the Company's Amended and Restated Certificate of Incorporation
with the Secretary of State of the State of Delaware, the Board may abandon the
amendment without further action by the stockholders of the Corporation,
pursuant to Section 242 of the Delaware General Corporation Law.
Voting Tabulation and Board Recommendation
The affirmative vote of holders of a majority of the outstanding shares of
the Common Stock is required to approve the proposed amendment. Votes cast by
proxy or in person at the Special Meeting will be tabulated by the inspector(s)
of election appointed for the Special Meeting and will determine whether or not
a quorum is present. The inspector(s) of election will treat abstentions and
broker non-votes as shares that are present and entitled to vote for purposes
of determining the presence of a quorum but as unvoted for purposes of
determining the approval of the proposed amendment. Accordingly, abstentions
and broker non-votes will have the effect of a vote against the proposal. In
the absence of instructions, shares represented by valid proxies shall be voted
in accordance with the recommendations of the Board of Directors as shown on
the proxy.
If the amendment is not approved by the stockholders, the Company's Amended
and Restated Certificate of Incorporation, which authorizes the issuance of
40,000,000 shares of Common Stock, will continue in effect and the two-for-one
split of the Common Stock will not take place.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSED
AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the outstanding shares of Common Stock as of April 7, 2000 held
by:
. each person or group known to the Company to be the beneficial owner of
more than 5% of the outstanding shares of Common Stock;
. each of the Chief Executive Officer of the Company and the four other
most highly compensated executive officers of the Company serving as of
the end of the Company's last fiscal year;
. each of Company's directors; and
. all of the Company's directors and executive officers as a group.
Unless otherwise indicated, and subject to community property laws where
applicable, each of the persons named in the table have sole voting and
investment power with respect to all of the shares of common stock shown held
by them.
In calculating beneficial and percentage ownership, all shares of common
stock that a named stockholder or specified group will have the right to
acquire within 60 days of April 7, 2000 upon exercise of stock options are
deemed to be outstanding for the purpose of computing the percentage of common
stock owned by any other stockholder. As of April 7, 2000, an aggregate of
shares of Common Stock were outstanding. In addition, the Company
has agreed to issue approximately 677,000 shares of Common Stock in connection
with its acquisition of Inverness Systems Ltd., subject to the closing of the
acquisition and certain other terms and conditions. The acquisition of
Inverness Systems Ltd. is anticipated to close on or about April 17, 2000.
4
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<TABLE>
<CAPTION>
Number of Shares Percent of
Name(1) Beneficially Owned Total
- ------- ------------------ ----------
<S> <C> <C>
Financiere et Industrielle Gaz et Eaux..........
3, RUE Jacques Bingen
75017 Paris, France
New Enterprise Associates VI, Limited
Partnership(1).................................
1119 St. Paul Street
Baltimore, Maryland 21202
Oak Investment Partners VI, Limited
Partnership(2).................................
c/o Oak Management Corporation
One Gorham Island
Westport, Connecticut 06880
Olivetti Telemedia Investments BV...............
Amsterdam, Herengracht 548
Oracle Corporation..............................
500 Oracle Parkway
Redwood City, CA 94065
David Wong......................................
104 W. Anapamu St.
Santa Barbara, CA 93101
Charles Cotton(3)...............................
Michael Gulett(4)...............................
Andrew M. Vought(5).............................
Martin Jackson(6)...............................
Thomas Cooper(7)................................
Dr. Hermann Hauser(8)...........................
Marco De Benedetti(9)...........................
Gary Bloom(10)..................................
Bandel Carano(11)...............................
Professor Andrew Hopper.........................
Peter Morris(12)................................
Patrick Sayer(13)...............................
Giuseppe Zocco(14)..............................
All Directors and Officers as a Group
( persons)(15)...............................
</TABLE>
- --------
* Less than 1%
(1) Based on information contained in the Schedule 13G which was filed by
this stockholder pursuant to Section 13 of the Securities and Exchange
Act of 1934, as amended, on February 11, 2000, NEA Partners VI, Limited
Partnership, is the sole general partner of New Enterprise Associates VI,
Limited Partnership, and may be deemed to own beneficially these shares.
In addition, as individual general partners of NEA Partners VI, Limited
Partnership, each of Peter J. Barris, Nancy L. Dorman, Ronald H. Kase, C.
Richard Kramlich, Arthur J. Marks, Thomas C. McConnell, John M. Nehra and
Charles W. Newhall may also be deemed to own beneficially these shares.
(2) Based on information contained in the Schedule 13G which was filed by
this stockholder pursuant to Section 13 of the Securities and Exchange
Act of 1934, as amended, on February 14 2000, each of Oak Associates VI,
LLC, Oak VI Affiliates Fund, Limited Partnership, Oak VI, Affiliates,
LLC, Oak Management Corporation, Bandel L. Carano, Gerald R. Gallagher,
Edward F. Glassmeyer, Fredric W. Harman, Ann H. Lamont and Eileen M.
More, as general partners of Oak Investment Partners VI, Limited
Partnership, may be deemed to own beneficially these shares.
(3) Includes options to purchase shares of Common Stock exercisable
within 60 days of the Record Date.
5
<PAGE>
(4) Includes options to purchase shares of Common Stock exercisable
within 60 days of the Record Date.
(5) Includes options to purchase shares of Common Stock exercisable
within 60 days of the Record Date.
(6) Includes options to purchase shares of Common Stock exercisable
within 60 days of the Record Date.
(7) Includes options to purchase shares of Common Stock exercisable
within 60 days of the Record Date.
(8) Includes shares of Common Stock owned by Providence Investment
Company Limited, which is wholly owned by the Providence Trust, of which
Mr. Hauser may be a beneficiary.
(9) Includes shares held by Olivetti Telemedia Investments BV, of
which Mr. De Benedetti is the . Mr. De Benedetti disclaims all
beneficial ownership of the Olivetti shares.
(10) Includes shares held by Oracle Corporation. Mr. Bloom is an
Executive Vice President of Oracle. Mr. Bloom disclaims all beneficial
ownership of the Oracle shares.
(11) Includes shares beneficially owned by Oak Investment Partners and Oak
VI Affiliates Fund, L.P., of which Mr. Carano is a General Partner. Mr.
Carano disclaims all beneficial ownership of the the Oak Investment
Partners and Oak VI Affiliates Fund shares.
(12) Includes shares of our Common Stock beneficially owned by New
Enterprise Associates VI, LP, of which Mr. Morris is the General Partner.
Mr. Morris disclaims all beneficial ownership of the New Enterprise
Associates shares.
(13) Includes shares of our Common Stock beneficially owned by Gaz et
Eaux, of which Mr. Sayer is the General Partner. Mr. Sayer disclaims all
beneficial ownership of the Gaz et Eaux shares.
(14) Includes a warrant to purchase shares of Common Stock.
(15) Includes options and warrants held by officers and directors of the
Company to purchase an aggregate of shares of Common Stock
exercisable within 60 days of the Record date.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Stockholders who wish to present proposals for action at the 2000 Annual
Meeting of Stockholders should submit their proposals in writing to Andrew M.
Vought, the Secretary of the Company, at the address set forth on the first
page of this Proxy Statement. Proposals must be received by the Secretary no
later than April 23, 2000 for inclusion in this year's proxy statement and
proxy card.
If a stockholder intends to submit a proposal at the next meeting of
stockholders, which is not eligible for inclusion in the proxy statement
relating to that meeting, the stockholder must give notice to the Company in
accordance with the requirements set forth in the Securities Exchange Act of
1934, as amended, no later than July 7, 2000. If a stockholder does not comply
with the foregoing notice provision, the proxy holders will be allowed to use
their discretionary voting authority when and if the proposal is raised at the
next annual meeting of stockholders.
6
<PAGE>
MISCELLANEOUS
The Board of Directors does not know of any matters to be presented at the
Special Meeting other than as stated herein. If other matters do properly come
before the Special Meeting, the persons named on the accompanying proxy card
will vote the proxies in accordance with their judgment in such matters.
THEREFORE, WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN
PERSON, YOU ARE URGED TO EXECUTE THE PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE.
The Board of Directors
Santa Clara, California
April , 2000
7
<PAGE>
EXHIBIT A
FORM OF CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
VIRATA CORPORATION
Virata Corporation, a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), does hereby
certify:
FIRST: The Corporation has received payment for its stock.
SECOND: The Board of Directors believes that it is in the best interests
of the Corporation to amend Article IV of the Amended and Restated
Certificate of Incorporation.
THIRD: The amendment to the Corporations' Amended and Restated
Certificate of Incorporation set forth below was approved by a majority of
the Corporation's Board of Directors and was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the
State of Delaware.
FOURTH: The amendment to the Corporation's Amended and Restated
Certificate of Incorporation set forth below was approved by a majority of
the outstanding stock entitled to vote thereon.
FIFTH: The first paragraph of Article IV of the Amended and Restated
Certificate of Incorporation of the Corporation is hereby amended and
restated in its entirety as follows:
"The total number of shares of stock which the corporation shall
have authority to issue is Four Hundred Fifty-Five Million
(455,000,000), Four Hundred Fifty Million (450,000,000) of which shall
be designated shares of Common Stock, par value of one-tenth of one
cent ($0.001) per share (the "Common Stock"), and Five Million
(5,000,000) of which shall be designated shares of Preferred Stock, par
value of one-tenth of one cent ($0.001) per share (the "Preferred
Stock"). Effective at 4:00 p.m., Eastern Standard Time, on May 4, 2000,
every share of Common Stock then outstanding shall be deemed to be
converted into and reconstituted as two shares of Common Stock."
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment
to be executed by its duly authorized officer, as of May , 2000.
Virata Corporation
By: _________________________________
Andrew M. Vought
Chief Financial Officer and
Secretary
<PAGE>
PROXY PROXY
VIRATA CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 1, 2000
The undersigned hereby appoints CHARLES COTTON and ANDREW M. VOUGHT, and
each of them, with full power of substitution in each, as proxies of the
undersigned to attend and vote, as designated on the reverse side, all shares of
Virata Corporation, a Delaware corporation (the "Company"), which the
undersigned may be entitled to vote at the Special Meeting of Stockholders to be
held on Monday, May 1, 2000, and any adjournment or postponement thereof:
Please date, sign on reverse side and return in accompanying envelope.
<PAGE>
[Reverse Side of Proxy]
Please mark your vote as indicated in this example [X]
1. Proposal to approve an amendment to the Company's Amended and Restated
Certificate of Incorporation to increase the number of authorized
shares of the Company's Common Stock from 40,000,000 to 450,000,000
and effect the 2 for 1 stock split.
FOR [_] AGAINST [_] ABSTAIN [_]
2. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before such meeting.
ANY PREVIOUS PROXY EXECUTED BY THE UNDERSIGNED IS HEREBY REVOKED.
Receipt of the notice of meeting and the proxy statement for the Special Meeting
to be held on May 1, 2000 is hereby acknowledged.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL AS SPECIFIED
ABOVE, AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
Signature(s) _______________________________________________________ Date
________________, 2000
Note: Please sign exactly as addressed hereon. If the stock is jointly held each
owner must sign. Executors, trustees, guardians and attorneys should so indicate
when signing. Attorneys should submit powers of attorney.
