<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
XICOR, INC.
- --------------------------------------------------------------------------------
(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 (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
XICOR, INC.
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 30, 1997
------------------------
To the Shareholders of XICOR, INC.:
The Annual Meeting of Shareholders of Xicor, Inc. (the "Company" or
"Xicor"), a California corporation, will be held at 1618 Buckeye Drive,
Milpitas, California, on Friday, May 30, 1997 at 1:00 p.m. local time for the
purpose of considering and acting upon the following proposals:
(1) To elect a Board of five (5) directors;
(2) To ratify the designation of Price Waterhouse LLP as independent
accountants for the period ending December 31, 1997; and
(3) To transact such other business as may properly come before the Annual
Meeting.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on April 7, 1997 as
the record date for the determination of shareholders entitled to notice of and
to vote at the Annual Meeting and at any continuation and adjournment thereof.
The Company's 1996 Annual Report to Shareholders and the First Quarter 1997
Earnings Release accompany this Notice of Meeting.
By Order of the Board of Directors
Julius Blank, Secretary
Milpitas, California
April 21, 1997
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, YOU ARE EARNESTLY REQUESTED TO SIGN AND RETURN
THE ACCOMPANYING PROXY IN THE ENCLOSED POST-PAID ENVELOPE.
<PAGE> 3
XICOR, INC.
CORPORATE HEADQUARTERS: PLACE OF MEETING:
1511 Buckeye Drive 1618 Buckeye Drive
Milpitas, CA 95035 Milpitas, CA 95035
TELEPHONE: (408) 432-8888
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF SHAREHOLDERS
MAY 30, 1997
APPROXIMATE DATE OF MAILING: APRIL 21, 1997
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Xicor, Inc. (the "Company" or "Xicor") of proxies for
use at the Annual Meeting of Shareholders of Xicor (the "Annual Meeting") to be
held on Friday, May 30, 1997 at 1:00 p.m. local time or at any adjournment or
postponement thereof.
VOTING RIGHTS
Shareholders of record of Xicor as of the close of business on April 7,
1997 have the right to receive notice of and to vote at the Annual Meeting. On
April 7, 1997, Xicor had issued and outstanding 18,902,552 shares of Common
Stock, the only class of voting securities outstanding. Each share of Common
Stock is entitled to one vote.
Each shareholder voting at the election of directors may cumulate such
shareholder's votes and give one candidate a number of votes equal to the number
of directors to be elected multiplied by the number of votes to which the
shareholder's shares are entitled, or distribute such votes, on the same
principle, among as many candidates as the shareholder thinks fit, provided that
votes cannot be cast for more candidates than the number of directors to be
elected. However, no shareholder will be entitled to cumulate votes unless, in
conformance with the California Corporations Code, a shareholder has given
notice at the Annual Meeting, prior to the voting, of the shareholder's
intention to cumulate such shareholder's votes. If any one shareholder has given
such notice, all shareholders may cumulate their votes for candidates in
nomination.
PROXIES
Properly executed and unrevoked proxies received by Xicor will be voted at
the Annual Meeting in accordance with the instructions thereon. Where no
instructions are specified, the proxies will be voted in favor of all proposals
set forth in the Notice of Meeting.
Any person giving a proxy in the form accompanying this Proxy Statement has
the power to revoke it at any time before its exercise by filing with the
Secretary of Xicor (i) a signed written statement revoking the proxy or (ii) an
executed proxy bearing a date later than that of the proxy being revoked. A
proxy may also be revoked by attendance at the Annual Meeting and election to
vote in person. Attendance at the Annual Meeting will not by itself constitute
the revocation of a proxy.
QUORUM: ABSTENTIONS; BROKER NON-VOTES
The required quorum for the transaction of business at the Annual Meeting
is a majority of the shares of Common Stock issued and outstanding on the Record
Date. Shares that are voted "FOR", "AGAINST" or "WITHHELD FROM" a matter are
treated as being present at the meeting for purposes of establishing a quorum
and are also treated as shares "represented and voting" at the Annual Meeting
(the "Votes Cast") with respect to such matter.
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<PAGE> 4
While there is no definitive statutory or case law authority in California
as to the proper treatment of abstentions, the Company believes that abstentions
should be counted for purposes of determining both (i) the presence or absence
of a quorum for the transaction of business and (ii) the total number of Votes
Cast with respect to a proposal. In the absence of controlling precedent to the
contrary, the Company intends to treat abstentions in this manner. Accordingly,
abstentions will have the same effect as a vote against a proposal.
Broker non-votes will be counted for purposes of determining the presence
or absence of a quorum for the transaction of business, but will not be counted
for purposes of determining the number of Votes Cast with respect to a proposal.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of April 7, 1997 the number of shares
beneficially owned by each director, by each of the executive officers named in
the Summary Compensation Table and by all executive officers and directors as a
group, together with their respective percentage ownership of outstanding
shares. As of April 7, 1997, there was no person or entity known to Xicor to own
beneficially more than five percent (5%) of its Common Stock.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
NAME OWNED PERCENT
----------------------------------------------------- ------------ -------
<S> <C> <C>
Raphael Klein........................................ 476,250(1)(2) 2.5
Julius Blank......................................... 68,250(1) *
Hans G. Dill......................................... 6,250(1) *
Andrew W. Elder...................................... 21,250(1) *
S. Allan Kline....................................... 8,190(1) *
Joseph Drori......................................... 58,250(1) *
Klaus G. Hendig...................................... 60,000(1) *
Bruce W. Mattern..................................... 60,950(1)(3) *
William H. Owen, III................................. 199,550(1) 1.1
All Executive Officers and Directors as a Group (12
persons)........................................... 1,030,190(4) 5.4
</TABLE>
- ---------------
* Less than 1%
(1) Includes shares purchasable upon exercise of stock options as of April
7, 1997 or within 60 days thereafter as follows:
<TABLE>
<S> <C>
Raphael Klein................................................... 36,250
Julius Blank.................................................... 6,250
Hans G. Dill.................................................... 6,250
Andrew W. Elder................................................. 6,250
S. Allan Kline.................................................. 6,250
Joseph Drori.................................................... 53,750
Klaus G. Hendig................................................. 53,750
Bruce W. Mattern................................................ 56,500
William H. Owen, III............................................ 21,250
</TABLE>
(2) Includes 440,000 shares held in trust for Mr. Klein's family.
(3) Includes 300 shares with respect to which Mr. Mattern shares voting and
dispositive power.
(4) Includes outstanding options to purchase 315,750 shares, which were
exercisable as of April 7, 1997 or within 60 days from such date.
3
<PAGE> 5
PROPOSAL NO. 1
ELECTION OF DIRECTORS
A Board of five directors will be elected at the Annual Meeting. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
"FOR" the five nominees named below, all of whom are presently directors of
Xicor. In the event that any nominee should become unavailable for any presently
unforeseen reason, the proxy holders will vote in their discretion for a
substitute nominee. If additional persons are nominated for election as
director, the proxy holders intend to vote all proxies received by them in such
a manner and in accordance with cumulative voting as will ensure the election of
as many of the nominees listed below as possible, and, in such event, the
specific nominees to be voted for will be determined by the proxy holders. The
term of office of each person elected as a director will continue until the next
Annual Meeting of Shareholders or until his successor has been elected and
qualified.
The names of the nominees, and certain other information, are set forth
below:
<TABLE>
<CAPTION>
AGE (AS OF DIRECTOR
NAME MAY 30, 1997) OFFICE SINCE
- ----------------- ------------- ----------------------------------- --------
<S> <C> <C> <C>
Raphael Klein 53 President and Chairman of the Board 1978
Julius Blank* 71 Director 1978
Hans G. Dill* 70 Director 1980
Andrew W. Elder* 46 Director 1982
S. Allan Kline 77 Director 1978
</TABLE>
- ---------------
* Member of Audit Committee
Raphael Klein, President and Chairman of the Board. Mr. Klein has been
Xicor's President and a director since founding Xicor in August 1978 and its
Chairman of the Board since August 1982, with overall responsibility as Chief
Executive Officer for implementing its business plan. Mr. Klein received the
degree of Master of Science in Physics from the Israeli Institute of Technology
("Technion") and is the inventor or co-inventor of two patented inventions.
Julius Blank, Director. Mr. Blank, one of Xicor's founders, holds a degree
in mechanical engineering from CCNY and has been a business consultant to high
technology companies and a private investor for in excess of five years.
Hans G. Dill, Director. Mr. Dill has been a business consultant for in
excess of five years. Mr. Dill holds a degree of Ph.D. in Electrical Engineering
from the Swiss Federal Institute of Technology and is the inventor or
co-inventor of several patented inventions.
Andrew W. Elder, Director. Mr. Elder is the founder and since March 1992
has been President of Stratis Corporation, a producer of plastic material
handling products. Mr. Elder received a BA from Duke University and an MBA from
the Wharton School at the University of Pennsylvania.
S. Allan Kline, Director. Mr. Kline, one of Xicor's founders, was Chairman
of the Board from November 1978 to August 1982 and then served as Vice Chairman
of the Board until June 1983. Mr. Kline has been a business advisor instrumental
in organizing and financing a number of high technology companies for in excess
of five years. Mr. Kline studied physics at the University of Chicago.
COMMITTEES AND MEETINGS
The total number of regular and special meetings of the Board of Directors
held in the last fiscal year was four. No director failed to attend at least 75%
of the meetings of the Board and the Committees on which such director serves.
The Audit Committee of the Board consists of Julius Blank, Hans G. Dill and
Andrew W. Elder. This Committee has the responsibility to review the scope of
the annual audit, recommend to the Board of Directors the appointment of the
independent public accountants, meet with the independent accountants for
4
<PAGE> 6
review and analysis of Xicor's systems, the adequacy of controls and the
sufficiency of financial reporting. This Committee held two meetings.
The Executive Stock Option Committee was formed in 1996 to make option
grants to Xicor's executive officers. The committee, which presently consists of
Hans G. Dill, Andrew W. Elder and S. Allan Kline, did not meet in 1996.
The Employee Stock Option Committee, which presently consists of Raphael
Klein, S. Allan Kline and Julius Blank, met seven times during the last fiscal
year. This Committee administers Xicor's stock option plans for all employees
other than executive officers.
The Employee Incentive Cash Bonus Profit Sharing Committee, which presently
consists of Raphael Klein, Julius Blank and Andrew W. Elder, met twice during
1996.
The Compensation Committee, which presently consists of Hans G. Dill,
Andrew W. Elder and S. Allan Kline, met twice during 1996. This Committee
administers the compensation for Xicor's executive officers.
There is no nominating committee or any committee performing that function.
COMPENSATION OF DIRECTORS
All directors, except Raphael Klein, received $2,400 per month plus
expenses for serving as directors. Julius Blank received additional compensation
for consulting services at a monthly rate of $3,125.
In 1995, Xicor adopted the 1995 Director Option Plan (the "Director Plan")
that provides for an initial grant of 20,000 options to each of the Company's
directors, including Raphael Klein, and automatic annual grants of 5,000 options
thereafter. In 1996, options for 25,000 shares were granted under the Director
Plan. The options are exercisable in 25% annual increments and expire no later
than ten years from date of grant. All outstanding options were granted at 100%
of the fair market value of the stock at the date of grant.
VOTE REQUIRED
The five nominees receiving the highest number of affirmative votes of the
shares entitled to be voted for them shall be elected as directors. Votes
withheld from any director are counted for purposes of determining the presence
or absence of a quorum, but have no other legal effect under California law.
Unless marked to the contrary, proxies received will be voted "FOR" the
five nominees listed above.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL
FIVE NOMINEES LISTED ABOVE.
PROPOSAL NO. 2
DESIGNATION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has approved the retention of Price Waterhouse LLP
as independent accountants for Xicor until revoked by further action. Price
Waterhouse LLP has been Xicor's independent accountants since 1979.
The shareholders are asked to ratify the designation of Price Waterhouse
LLP as independent accountants for Xicor for the fiscal year ending December 31,
1997. A representative of Price Waterhouse LLP is expected to be present at the
Annual Meeting to make a statement if he desires to do so, and such
representative is expected to be available to respond to appropriate questions.
Submission of this proposal to the shareholders is not required by Xicor's
Bylaws or otherwise. The management of Xicor has elected to do so as a matter of
good corporate practice. Should the shareholders fail to ratify the designation
of Price Waterhouse LLP as independent accountants, retention of the firm for
the fiscal year ending December 31, 1997 will be reconsidered by the Board of
Directors.
5
<PAGE> 7
Unless marked to the contrary, proxies received will be voted "FOR"
ratification of the designation of Price Waterhouse LLP as independent
accountants for Xicor's fiscal year ending December 31, 1997.
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" SUCH RATIFICATION.
OTHER MATTERS
Management knows of no business that will be presented for consideration at
the Annual Meeting other than as stated in the Notice of Meeting. If, however,
other matters are properly brought before the Annual Meeting, it is the
intention of the persons named in the accompanying form of proxy to vote the
shares represented thereby on such matters in accordance with their best
judgment.
The expense of solicitation of proxies will be borne by Xicor. In addition
to solicitation of proxies by mail, certain officers, directors and Xicor
employees who will receive no additional compensation for their services may
solicit proxies by telephone, telegraph or personal interview. Xicor has
retained the services of Shareholder Communications Corporation ("SCC") to aid
in the solicitation of proxies from brokers, bank nominees and other
institutional owners, if necessary. Xicor will pay SCC a fee which is not
expected to exceed $5,500 for its services and will reimburse SCC for
out-of-pocket expenses estimated to be $5,500. Xicor is required to request
brokers and nominees who hold stock in their name to furnish this proxy material
to beneficial owners of the stock and will reimburse such brokers and nominees
for their reasonable out-of-pocket expenses in so doing.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who own more than
10% of a registered class of the Company's equity securities, to file reports of
ownership and reports of changes in ownership with the Securities and Exchange
Commission (SEC). Such persons are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms for 1996, Xicor
believes that all applicable filing requirements have been complied with.
REPORT OF THE COMPENSATION COMMITTEE
Xicor applies a consistent philosophy to compensation for all employees,
including senior management, based on the premise that the achievements of Xicor
result from the coordinated efforts of all individuals working toward common
objectives. Xicor strives to achieve those objectives through teamwork that is
focused on meeting the expectations of customers and shareholders.
COMPENSATION PHILOSOPHY
The goals of the compensation program are to align compensation with
business objectives and performance, and to enable Xicor to attract, retain and
reward executive officers who contribute to the long-term success of Xicor.
Xicor's compensation program for its Chief Executive Officer and other executive
officers is based on the same four principles applicable to compensation
decisions for all Xicor employees:
- Xicor pays competitively.
Xicor is committed to providing a pay program that helps attract and
retain high caliber executives. To ensure that pay is competitive, Xicor
compares its pay practices for its Chief Executive Officer and other
executives with those of other electronics companies, with particular
emphasis on similar size semiconductor companies, and sets its pay
parameters based on this review.
- Xicor compensates for relative sustained performance.
The Chief Executive Officer and other executive officers are rewarded
based upon corporate performance and individual performance. Corporate
performance is evaluated by reviewing the extent
6
<PAGE> 8
to which business plan goals are met, including such factors as operating
profit, performance relative to competitors and timely new product
introductions. Individual performance is evaluated by reviewing progress
against set objectives and business goals.
- Xicor strives for fairness in the administration of compensation.
Xicor strives to achieve a balance of the compensation paid to a
particular executive and the compensation paid to other executives both
inside Xicor and at comparable companies.
- Xicor believes that executives should understand the performance
evaluation and compensation administration process.
The process of assessing performance is as follows: At the beginning of
the performance cycle, the evaluating executive (or in the case of the
Chief Executive Officer, the Board of Directors) sets objectives and key
goals. The executive is given ongoing feedback on performance. At the end
of the performance cycle, the accomplishment of objectives and key goals
is evaluated, the results compared to the results of peers within the
Company and the comparative results are communicated to the executive.
The comparative result affects decisions on salary, bonuses and stock
options.
COMPENSATION VEHICLES
Xicor uses a compensation program that consists of the following cash- and
equity-based vehicles:
CASH-BASED COMPENSATION
Salary and Bonus
Xicor sets base salary and determines bonus amounts for the Chief Executive
Officer and other executives by reviewing corporate and individual performance
and the aggregate of base salary and annual bonus for comparable positions in
the electronics industry, with emphasis on comparable size semiconductor
companies.
The base salaries of the Chief Executive Officer and the other executive
officers were not changed during 1996. During 1996 the Compensation Committee
awarded performance bonuses to the Chief Executive Officer and the other
executive officers for their efforts in achieving improved profitability.
Cash Profit-Sharing
Xicor has an employee incentive cash bonus profit-sharing program (the
"Program"). Under the Program, twice a year (two profit sharing periods) 5% to
15% of Xicor's consolidated operating income, excluding certain non-product
revenues, is distributed to all employees including the Chief Executive Officer
and other executive officers as Xicor believes that all employees share the
responsibility of achieving profits. The exact percentage to be distributed is
determined by a Committee of the Board of Directors; however, in no event may
the distribution result in a net loss after taxes to Xicor for any profit
sharing period. The same profit-sharing percentage applies to each employee,
with the payment determined by applying this percentage to the individuals base
salary. For 1996, such profit sharing awards amounted to the equivalent of
approximately 90 hours of base salary. Profit sharing awards are included in the
Bonus column in the Summary Compensation Table that follows.
EQUITY-BASED COMPENSATION
Stock Option Program
Stock options are granted to provide additional incentives to key employees
to work to maximize shareholder value. The option program also utilizes vesting
periods to encourage key employees, including executive officers, to continue in
the employ of Xicor. Under Xicor's 1979 Stock Option Plan, which expired in
1989, Xicor's Directors, including the Chief Executive Officer, received stock
options. Under the 1990 Incentive and Non-Incentive Stock Option Plan, neither
independent Directors nor any executives who are also Board members may be
granted options. Xicor's Chief Executive Officer, who is also the Chairman of
the
7
<PAGE> 9
Board, was granted an option in 1996 under the 1995 Director Option Plan based
on a formula included in the Plan.
COMPENSATION COMMITTEE
Hans G. Dill
Andrew W. Elder
S. Allan Kline
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee was or is an officer or employee of
Xicor or any of its subsidiaries. No executive officer of Xicor serves as a
member of the board of directors or compensation committee of any entity which
has one or more executive officers serving as a member of Xicor's Board of
Directors or Compensation Committee.
EXECUTIVE COMPENSATION
The following table sets forth a summary of the compensation earned by
Xicor's Chief Executive Officer and its four other most highly compensated
executive officers during the year ended December 31, 1996 and for the three
years then ended.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ------------
--------------------------------- SECURITIES
OTHER UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) PAYMENTS(2) OPTIONS COMPENSATION(3)
- ------------------------------------- ----- -------- -------- ----------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Raphael Klein........................ 1996 $264,014 $81,424 -- 5,000 $950
President, Chief Executive Officer 1995 264,014 97,268 -- 20,000 --
and Chairman of the Board 1994 264,014 19,491 -- -- --
Klaus G. Hendig...................... 1996 190,008 45,222 $29,232 -- 950
Vice President, Finance and 1995 190,008 58,109 -- 70,000 164
Administration 1994 190,008 9,627 -- -- --
Bruce W. Mattern..................... 1996 175,011 42,573 26,925 -- 404
Vice President, Sales and 1995 175,011 62,469 -- 60,000 --
Marketing 1994 175,011 11,420 -- -- --
Joseph Drori......................... 1996 175,011 40,573 26,925 -- 950
Vice President, Product Design, 1995 175,011 55,469 -- 60,000 224
Engineering, Quality and 1994 175,011 6,420 -- -- --
Reliability
William H. Owen, III................. 1996 154,003 36,664 23,963 -- 950
Vice President, Technology 1995 154,003 47,573 -- 40,000 385
Development and Intellectual 1994 154,003 8,129 -- -- --
Properties
</TABLE>
- ---------------
(1) Includes performance bonus and amounts earned under the Employee Incentive
Cash Bonus Profit Sharing Program.
(2) To reduce vacation carryover hours, in 1996 Xicor paid accrued vacation to
all eligible employees, including executive officers, based on a fixed
formula. These amounts represent payment of such accrued vacation hours.
(3) Represents matching contributions under the Company's 401(k) Plan.
8
<PAGE> 10
The following table sets forth information concerning stock options granted
to the executive officers named in the Summary Compensation Table during the
year ended December 31, 1996:
OPTION GRANTS IN 1996
<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE
------------------------------------------------------ VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF
SECURITIES STOCK PRICE
UNDERLYING % OF TOTAL APPRECIATION FOR
OPTIONS OPTIONS EXERCISE OPTION TERM(2)
GRANTED(1) GRANTED TO PRICE EXPIRATION -------------------
NAME (#) EMPLOYEES ($/SHARE) DATE 5%($) 10%($)
- --------------------------- ---------- ---------- --------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Raphael Klein.............. 5,000 0.7% $ 11.50 05/01/06 $36,161 $91,640
</TABLE>
- ---------------
(1) Options become exercisable at the rate of 25% of the underlying shares per
year, commencing one year from the date of grant.
(2) The potential realizable value is based on the term of the option (10 years)
at the date of grant. It is calculated by assuming that the stock price on
the date of grant (which is equal to the exercise price) appreciates at the
indicated annual rate, compounded annually for the entire term and that the
option is exercised and sold on the last day of the option term for the
appreciated stock price. These values are calculated based on requirements
promulgated by the Securities and Exchange Commission and do not reflect the
Company's estimate of future stock price appreciation. Actual gains, if any,
are dependent on the actual future performance of the Company's Common
Stock.
The following table sets forth certain information concerning stock option
exercises during the year ended December 31, 1996 by the executive officers
named in the Summary Compensation Table and the number and value of unexercised
options held by each named executive officer at December 31, 1996:
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND
OPTION VALUES AT DECEMBER 31, 1996
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
NUMBER OF OPTIONS HELD IN-THE-MONEY OPTIONS
SHARES AT DECEMBER 31, 1996 AT DECEMBER 31, 1996(2)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Raphael Klein............... 25,000 $ 125,125 30,000 20,000 $ 156,050 $ 102,150
Klaus G. Hendig............. 13,750 121,769 46,250 56,250 336,163 342,563
Bruce W. Mattern............ 7,000 36,688 59,000 48,750 437,475 281,663
Joseph Drori................ 7,500 46,425 53,750 48,750 404,663 281,663
William H. Owen, III........ -- -- 21,250 33,750 139,588 159,863
</TABLE>
- ---------------
(1) Value represents the difference between the closing price of the Common
Stock on the date of exercise and the exercise price, multiplied by the
number of shares acquired on exercise.
(2)Value of unexercised in-the-money options represents the difference between
the closing price of the Company's Common Stock on the last trading day of
1996 and the exercise price of the option, multiplied by the number of shares
subject to the option.
9
<PAGE> 11
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Exchange
Act that might incorporate future filings, including this Proxy Statement, in
whole or in part, the following report and the Performance Graph shall not be
incorporated by reference into any such filings.
PERFORMANCE GRAPH
Note: The stock price performance shown on the graph below is not
necessarily indicative of future price performance.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
XICOR, INC., S&P 500 COMPOSITE INDEX
AND S&P TECHNOLOGY 500 INDEX
<TABLE>
<CAPTION>
MEASUREMENT PERIOD S&P TECHNOLOGY
(FISCAL YEAR COVERED) XICOR, INC. S&P 500 500
<S> <C> <C> <C>
1991 100 100 100
1992 77 108 104
1993 92 118 128
1994 146 120 149
1995 450 165 215
1996 631 203 305
</TABLE>
The chart above shows a five-year comparison of the cumulative total return
on Xicor, Inc. Common Stock, the Standard & Poor's 500 Composite Index, and the
Standard & Poor's Technology 500 Index (formerly named High Technology Composite
Index) assuming a $100 investment made on December 31, 1991.
10
<PAGE> 12
PROPOSALS INTENDED TO BE PRESENTED AT NEXT ANNUAL MEETING
Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders of Xicor to be held in May 1998 must be received by
Xicor for inclusion in Xicor's Proxy Statement and form of proxy no later than
January 16, 1998.
By Order of the Board of Directors
Julius Blank,
Secretary
Milpitas, California
April 21, 1997
11
<PAGE> 13
XICOR, INC.
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
The undersigned hereby appoints RAPHAEL KLEIN, S. ALLAN KLINE, and JULIUS
BLANK, or any of them, proxies, each with the power of substitution, to vote the
shares of the undersigned at the Annual Meeting of Shareholders of XICOR, INC.
on May 30, 1997, and at any adjournment thereof, upon all matters as may
properly come before the Meeting. Without otherwise limiting the foregoing
general authorization, the proxies are instructed to vote as indicated herein.
_______
See
Reverse
Side
_______
(To be Signed on Reverse Side)
<PAGE> 14
X Please mark your
- --- votes as in this
example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING MATTERS TO COME
BEFORE THE MEETING:
FOR WITHHELD NOMINEES:
1. Election of Raphael Klein
Directors [ ] [ ] Julius Blank
Hans G. Dill
For, except vote withheld from the Andrew W. Elder
following nominee(s): S. Allan Kline
- -----------------------------
2. To ratify the designation of Price FOR AGAINST ABSTAIN
Waterhouse LLP as independent
accountants for the period ending [ ] [ ] [ ]
December 31, 1997.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.
THIS PROXY, WHICH IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS, WILL BE
VOTED FOR THE MATTERS DESCRIBED IN PARAGRAPHS (1) AND (2), UNLESS THE
SHAREHOLDER SPECIFIES OTHERWISE, IN WHICH CASE IT WILL BE VOTED AS SPECIFIED.
SIGNATURE(S)__________________________________________ DATE___________________
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
