<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant / /
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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
TELEVIDIO SYSTEMS, INC.
- - - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
TELEVIDIO SYSTEMS, INC.
- - - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
TELEVIDEO SYSTEMS, INC.
550 EAST BROKAW ROAD
P.O. BOX 49048
SAN JOSE, CALIFORNIA 95161-9048
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON TUESDAY, MARCH 28, 1995
TO TELEVIDEO STOCKHOLDERS:
The Annual Meeting of Stockholders of TeleVideo Systems, Inc., a Delaware
corporation (the "Company"), will be held at the Company's corporate offices
located at 550 East Brokaw Road, San Jose, California 95161-9048, on Tuesday,
March 28, 1995, at 9:30 a.m., California time, for the following purposes:
1. To elect five Directors to serve for the ensuing year and until their
successors are elected.
2. To ratify the selection of Grant Thornton as the independent public
accountant of the Company for the 1995 fiscal year.
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on February 6, 1995,
are entitled to notice of, and to vote at, the meeting.
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. TO
ASSURE REPRESENTATION AT THE MEETING, HOWEVER, YOU ARE URGED TO MARK, SIGN, DATE
AND RETURN THE ENCLOSED PROXY AS SOON AS POSSIBLE.
By Order of the Board of Directors
/s/ K. David Kim
-------------------------------------
K. David Kim, Chief Financial Officer
San Jose, California
February 6, 1995
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, POSTAGE
PREPAID, IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE
AFFIXED IF MAILED IN THE UNITED STATES. YOUR GIVING OF SUCH PROXY DOES NOT
PRECLUDE YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
<PAGE> 3
TELEVIDEO SYSTEMS, INC.
550 EAST BROKAW ROAD
P.O. BOX 49048
SAN JOSE, CALIFORNIA 95161-9048
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
MARCH 28, 1995
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
the enclosed proxy by the Board of Directors of TeleVideo Systems, Inc., a
Delaware corporation (the "Company"), for use at its Annual Meeting of
Stockholders to be held on March 28, 1995, and at any adjournments or
postponements of that meeting. All proxies will be voted in accordance with the
instructions contained in the proxy, and if no choice is specified, the proxies
will be voted in favor of the proposals set forth in the Notice of Annual
Meeting. The Annual Meeting will be held at 9:30 a.m. at the Company's corporate
offices located at 550 East Brokaw Road, San Jose, California 95161-9048.
RECORD DATE: OUTSTANDING SHARES: VOTING RIGHTS
The Board of Directors (the "Board") has fixed February 6, 1995, as the
record date of determination of stockholders entitled to vote at the Annual
Meeting. At the close of business on February 6, 1995, there were outstanding
and entitled to vote 44,640,995 shares of Common Stock of the Company. See
"Security Ownership of Certain Beneficial Owners and Management," below. A
majority of the issued and outstanding shares represented at the Annual Meeting,
by proxy or in person, shall constitute a quorum.
For each share of Common Stock held, stockholders are entitled to one vote
on each matter to be voted upon at the Annual 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 a written notice of revocation or a duly executed proxy bearing a later
date, or it may be revoked by attending the Annual Meeting and voting in person.
SOLICITATION
The Company will bear the cost of solicitation of proxies. In addition, the
Company will reimburse brokerage firms and other persons representing beneficial
owners of shares for their expenses in forwarding solicitation material to such
beneficial owners. Proxies may also be solicited by certain of the Company's
directors, officers, and employees, without additional compensation, personally
or by telephone or telegram. The Company has retained Beacon Hill Partners,
Inc., 90 Broad Street, New York, NY 10004, to solicit in obtaining voted proxies
from brokers and nominees for a fee of $3,000.00 plus out-of-pocket expenses.
The Company intends to mail this Proxy Statement and proxy card on or about
February 28, 1995.
<PAGE> 4
MATTERS TO BE CONSIDERED AT ANNUAL MEETING
ITEM NO. 1
ELECTION OF DIRECTORS
Five Directors are to be elected at the meeting. Each Director to be
elected will hold office until the next Annual Meeting of Stockholders and until
his sucessor is elected, or until the death, resignation, or removal of such
director.
The Bylaws of the Company provide for three or more Directors, and the
currently authorized number is five.
The five nominees are currently directors of the Company. The two nominees,
Dr. K. Philip Hwang and Dr. Robert E. Larson were re-elected to the Board by the
stockholders at the 1994 Annual Meeting.
Each person nominated for election has agreed to serve if elected, and
management has no reason to believe that any nominee will be unable to serve. In
the event that any nominee is unable to serve as a Director at the time of the
Annual Meeting, the proxies may be voted for such substitute nominee as the
proxy holder may determine. Shares represented by the accompanying proxy will be
voted for the election of the five nominees recommended by the Board, unless the
proxy is marked in such a manner as to withhold authority to vote or as to vote
for one or more alternate candidates. The proxies solicited by this Proxy
Statement may not be voted for more than five nominees.
The five candidates receiving the highest number of affirmative votes of
the shares entitled to vote at the Annual Meeting will be elected Directors of
the Company. See "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT."
The Board recommends a vote FOR the re-election of each of the nominees.
NOMINEES
The names of the nominees, and certain information about them, is set forth
below:
<TABLE>
<CAPTION>
CALENDAR
YEAR FIRST
BECAME A
NAME OF NOMINEE AGE DIRECTOR
--------------- --- ----------
<S> <C> <C>
Dr. K. Philip Hwang . . . . . . . . . . . . 58 1976
Mr. Stephen S. Kahng . . . . . . . . . . . 45 1994
Mr. W. K. Kim . . . . . . . . . . . . . . . 43 1994
Dr. Robert E. Larson . . . . . . . . . . . 56 1989
Mr. Isaac Levanon . . . . . . . . . . . . . 39 1995
</TABLE>
The principal occupation of the nominees for the past five years is set
forth below. There is no family relationship between any Director (or Executive
Officer) of the Company.
2
<PAGE> 5
Dr. K. Philip Hwang is the founder of the Company and has been Chairman of
the Board and Chief Executive Officer since October 1976. From August 8, 1990 to
April 6, 1991, he served as the Acting Chief Financial Officer. Prior to
founding the Company, he held various engineering positions at General
Instrument Corporation, Burroughs Corporation and NCR Corporation. Dr. Hwang is
also Chairman of AdMOS (Advanced MOS Systems), an engineering firm specializing
in ASIC chip design. AdMOS is a private corporation in which TeleVideo holds a
20% interest.
Mr. Stephen S. Kahng joined the Company as member of the Board of Directors
effective as of November 28, 1994. Since November 1993, Mr. Kahng has been the
President and Chief Executive Officer of Power Computing Corporation which
manufactures Power PC-based workstations. From December 1991 to November 1993,
he served as the President of Up To Date Technology, Inc. which was a system
design consulting company to the personal computer industry. Prior thereto, from
September 1987 until December 1991, Mr. Kahng was the Senior Vice President and
General Manager of Chips and Technologies, Inc. which was the supplier of ASICs
to the personal computer industry.
Mr. W. K. Kim joined the Company in 1990 as Manager of Engineering, and
from 1991 to May 1994 he served as the Director of Engineering. In June 1994, he
was promoted as Director of Engineering and Production. Prior thereto, from 1977
until he joined the Company, Mr. Kim held various managerial positions at
Oriental Precision Company.
Dr. Robert E. Larson joined the Company as a member of the Board effective
as of December 1, 1989. Since September 1985, Dr. Larson has been the Chairman
of the Board and Chief Executive Officer of Expert-EASE Systems, Inc., a company
engaged in the business of developing and selling "artificial intelligence"
software. Since December 1989 and September 1983, respectively, he has served as
Chairman of the Board and Chief Executive Officer of MIMD Systems, Inc., which
is engaged in software for parallel processing computers, and as General Partner
of Woodside Fund, a venture capital fund, and since September 1985, he has been
a member of the Board of Directors of Skye Investment Advisers, a registered
investment adviser firm. Since 1973, Dr. Larson has been a Consulting Professor
in the Engineering-Economic Systems Department at Stanford University.
Mr. Isaac Levanon joined the Company and was elected as a member of the
Board of Directors in January 1995. Mr. Levanon is a fifteen year veteran of the
personal computer industry in the U.S.A. During his career, Mr. Levanon
identified and was responsible for the creation of trends which shaped the
industry and built companies from an idea to multimillion dollar organizations.
Mr. Levanon's recent venture was In-Motion Technologies, a designer and marketer
of multimedia live video PC-based board level solutions for Video Editing,
Information Centers and Kiosks. From 1990 till 1993, Mr. Levanon launched and
led Relabel Products, a manufacturer and marketer of non-brand no-name personal
computers and peripherals for private label. From 1987 to 1990, Mr. Levanon
acted as the President and CEO of Arche Technologies which manufactured high
performance, high quality personal computers. Prior to Arche, Mr. Levanon took
his retail and distribution experience to Leading Edge from 1985 till 1987. As
the company's Vice President of Marketing and Advertising, Mr. Levanon was
instrumental in the introduction and the creation of the distribution channel
credited for the most successful PC clone ever launched: The Leading Edge Model
D Personal Computer.
3
<PAGE> 6
BOARD MATTERS
Independent Director Requirements
Certain corporate governance rules of the National Association of
Securities Dealers, Inc. (the "NASD"), which were approved by the Securities and
Exchange Commission ("SEC"), among other things, require entities (such as the
Company) whose securities are listed for trading in the NASDAQ National Market
Systems to maintain a minimum of two independent directors on the Board. The
foregoing corporate governance rules, in part, were designed to strengthen
stockholder protection. Of the current Board members (and nominees), Dr. Larson
and Mr. Kahng are considered independent directors.
EXECUTIVE OFFICERS
A description of the business experience of the other executive officers of
the Company who are not directors is contained in the Company's Report on Form
10-K for the fiscal year ended October 31, 1994.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of February 6, 1995: (i) all those
known to the Company to be beneficial owners of more than five percent (5%) of
its Common Stock; (ii) each director of the Company; and (iii) all officers and
directors of the Company as a group.
<TABLE>
<CAPTION>
DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS BENEFICIAL OWNERSHIP
- - - ---------------------------------------------- --------------------
PERCENT
NAME SHARES OF TOTAL
---- ------ --------
<S> <C> <C>
K. Philip Hwang . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,209,092 63.2%(1)
c/o TeleVideo Systems, Inc.
550 East Brokaw Road
P.O. Box 49048
San Jose, California 95161-9048
Robert E. Larson . . . . . . . . . . . . . . . . . . . . . . . . . . 150,000 (2)(3)
c/o TeleVideo Systems, Inc.
550 East Brokaw Road
P.O. Box 49048
San Jose, California 95161-9048
All present Officers and Directors as a Group (6 persons) . . . . . . 28,443,092 (4)
</TABLE>
- - - -----------------
4
<PAGE> 7
(1) Includes an aggregate of 303,934 shares held in trust for Dr. Hwang's
children, 90,000 shares held of record by the Kyupin Philip and C. Gemma Hwang
Foundation, and the 27,815,158 shares held of record by Dr. Hwang and his
spouse.
(2) Represents less than one percent (1%).
(3) Dr. Larson may acquire within 60 days of the date of this Proxy Statement
pursuant to the exercise of stock options.
(4) Includes: (i) 80,000 shares of Common Stock certain officers (not named in
the table) may acquire within 60 days of the date of this Proxy Statement
pursuant to the exercise of stock options, and (ii) the shares of Common Stock
referred to in notes 1 and 3 above.
BOARD COMMITTEES AND MEETINGS
During the fiscal year ended October 31, 1994, the Board held six meetings.
Each member of the Board attended all meetings held during the 1994 fiscal year.
In fiscal 1994, Dr. Larson and Mr. Kahng were appointed as the audit committee
of the Board.
DIRECTORS' FEES
The Outside Directors are entitled to a fee of $500 per Board Meeting plus
reimbursement of expenses.
5
<PAGE> 8
EXECUTIVE COMPENSATION
The following table shows executive compensation paid or accrued by the
Company for services rendered to the Company or its subsidiaries in all
capacities during the fiscal year ended October 31, 1994, to each of the
Company's executive officers whose aggregate cash compensation exceeded
$100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
---------------------------- ------------------------------- OTHER
RESTRICTED OPTIONS/ LTIP COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) STOCK SARS PAYOUTS SATION
- - - --------------------------- ---- --------- -------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
K. Philip Hwang 1994 140,000 0 0 0 0 0
Chief Executive Officer 1993 140,000 0 0 0 0 0
1992 140,000 0 0 0 0 0
</TABLE>
EXECUTIVE COMPENSATION TERMS
Dr. Hwang is entitled to a salary at an annual rate of $200,000 which, in
fiscal 1990, he agreed to temporarily reduce by 30%. He is also entitled to
participate in the Management Bonus Plan. No stock options under the Company's
plans or otherwise have been granted to Dr. Hwang.
OTHER COMPENSATION
OPTIONS/SAR GRANTS: No grants of options or SARs were made by the Company
during fiscal 1994. Accordingly, a table setting forth such grants has not been
included.
OPTIONS/SAR EXERCISES: No options or SARs were exercised by any Officers or
Directors of the Company during fiscal 1994. Accordingly, a table setting forth
such exercises has not been included.
LONG TERM INCENTIVE PLAN AWARDS: No long term incentive awards were made by
the Company during fiscal 1994. Accordingly, a table setting forth such awards
has not been included.
See "CERTAIN TRANSACTIONS - OPTIONS TO OFFICERS AND DIRECTORS," later in
this document.
6
<PAGE> 9
EMPLOYEE BENEFIT PLANS
TeleVideo Systems, Inc. 1991 Incentive Stock Option Plan
On November 12, 1991, the Board adopted the TeleVideo Systems, Inc. 1991
Incentive Stock Option Plan (the "1991 ISO Plan"), which was approved by the
stockholders of the Company at the 1992 Annual Meeting. This Plan authorizes
4,000,000 shares of Common Stock for options to be granted to employees of the
Company including officers provided such officers are not members of the Board.
Options granted under the 1991 ISO Plan are intended to qualify as incentive
stock options within the meaning of Section 422(b) of the Code. There were no
stock option grants issued to any Company Officers during the 1994 fiscal year.
Stock Option Grants
For options granted from NOVEMBER 1, 1988 through the date of this Proxy
Statement to the Executive Officers named in the table under "EXECUTIVE
COMPENSATION," and Directors, see "CERTAIN TRANSACTIONS - OPTIONS TO OFFICERS
AND DIRECTORS," below.
CASH PROFIT SHARING PLAN
Effective May 1984, the Board approved a Cash Profit Sharing Plan for
employees (other than Executive Officers, Directors, and sales persons covered
by the sales incentive plan) that provides for semi-annual cash payments to
eligible employees who complete six months of service with the Company. The cash
payment is determined by a formula based upon the Company's contribution of a
percentage of the after-tax profits of the Company and the ratio that each
eligible employee's compensation bears to the eligible compensation of all
employees in the plan. For fiscal year 1994, no amount was paid under this plan.
MANAGEMENT BONUS PLAN
Effective for fiscal 1984, the Board adopted a Management Bonus Plan that
provides for annual or semi-annual cash awards to officers and other key
employees as determined annually by the Board (or by the standing compensation
Committee of the Board, if any) based upon performance and a percentage of
annual base salary of the participant. The plan provides that the maximum amount
that may be awarded to any person is equal to 45% of such person's salary and
the allocation of individual bonuses is determined by the person's position,
individual performance within certain ranges, and the Company's performance. For
fiscal year 1994, no cash was paid under this plan.
7
<PAGE> 10
401(K) PLAN
Effective January 1987, the Board adopted the TeleVideo Systems, Inc.
Employee Savings and Investment Plan and Trust (the "401(k) Plan") pursuant to
which employees may defer compensation for income tax purposes under Section
401(a) and 401(k) of the code. All domestic employees of the Company, including
officers, who have completed six months of service are eligible to participate
in the 401(k) Plan.
The Plan provides that from time to time eligible employees may contribute
to their account up to 15% of their cash compensation through payroll
deductions, subject to statutory limitations. The Company may make a
discretionary matching contribution equal to a specified percentage (determined
annually by the Board, but not exceeding 25%) of the first four percent of the
compensation contributed by the employee. Employee contributions in calendar
1994 could not exceed $9,240.00. In addition, contributions of "highly
compensated" employees (as defined in the code) may be further limited by
anti-discrimination rules governing 401(k) plans.
Pursuant to Section 401(k) of the code, participants will not be taxed
either on amounts they contribute or amounts contributed by the Company until
their accounts are distributed on death, disability, retirement or termination
of employment. Additionally, amounts may be withdrawn in the event of financial
hardship or if a participant has attained at least 59 1/2 years of age.
Employees have a 100% vested interest in their contributions to the 401(k)
Plan and the earnings thereon at all times. An employee's interest in the
Company's matching discretionary contributions and the earnings thereon vest at
a rate of 33.33% per year for each year of the employee's service after 1986,
except that such interest will be fully vested as the result of the disability,
death or retirement of the employee or the termination of the Plan. All
contributions are held by a trustee under a written trust agreement.
Participants may direct the investment of their accounts among certain specified
alternatives. Such alternatives do not include an investment in the Company's
Common Stock.
Since its adoption, the Company has made a one percent contribution to the
401(k) Plan. From November 1989 to October 31, 1994, the following officers
named in the table under "Executive Compensation" made employee contributions to
the 401(k) Plan: K. Philip Hwang, W. K. Kim, and K. David Kim. Of the three
officers, all three made employee contributions during the last two fiscal
years.
8
<PAGE> 11
CERTAIN TRANSACTIONS
Options to Officers and Directors
The following table sets forth option grants pursuant to the ISO Plan and
the Supplemental Plan to current Officers and Directors of the Company during
the period from November 1, 1988 through October 31, 1994. The table also
includes options granted to Directors outside of the foregoing plans during the
aforementioned period.
<TABLE>
<CAPTION>
OPTIONS GRANTED OPTIONS EXERCISED
--------------- -----------------
AVERAGE
NUMBER OF PER SHARE NUMBER OF NET VALUE
OFFICERS AND DIRECTORS SHARES EXERCISE PRICE SHARES REALIZED
- - - ---------------------- --------- -------------- --------- ---------
<S> <C> <C> <C> <C>
K. Philip Hwang . . . . . . . . . . . . . . . . -- -- -- --
K. David Kim . . . . . . . . . . . . . . . . . 30,000(1) $0.22 -- --
W. K. Kim . . . . . . . . . . . . . . . . . . . 50,000(2) $0.22 -- --
Robert E. Larson . . . . . . . . . . . . . . . 150,000(3) $0.22 -- --
All present Officers and Directors
as a Group (6 Persons) . . . . . . . . . . . 230,000 $0.22 -- --
</TABLE>
- - - ------------------
(1) Options covering these shares were granted in November 1991 under the ISO
Plan.
(2) Options covering these shares were granted in November 1991 under the ISO
Plan.
(3) Nonqualified options covering these shares were granted pursuant to Board
resolutions and were approved by the stockholders at the 1990 Annual
Meeting.
STOCK PERFORMANCE GRAPH
YEAR END COMPARISON OF FIVE YEAR TOTAL RETURN AMONG
TELEVIDEO, S&P 500, AND S&P HIGH TECH COMPOSITE INDEXES
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
TELEVIDEO SYSTEMS 100 78 57 132 133 121
S & P 500 100 92 119 122 132 130
S & P HIGH TECH 100 100 111 112 135 158
</TABLE>
9
<PAGE> 12
ITEM NO. 2
RATIFICATION OF SELECTION
OF INDEPENDENT PUBLIC ACCOUNTANTS
On August 6, 1991, upon approval of the Board, the Company engaged Grant
Thornton as its principal independent public accountant to audit and provide the
report on the Company's financial statements for fiscal 1991. The Company has
also selected Grant Thornton as its principal independent public accountant to
perform the audit of the Company's financial statements for fiscal 1992, 1993
and 1994.
The stockholders are being asked to ratify the selection of Grant Thornton
as the independent public accountant for the 1995 fiscal year.
Representatives of Grant Thornton are expected to be present at the Annual
Meeting. They will have the opportunity to make a statement if they desire to do
so and will be available to respond to appropriate questions.
Until August 5, 1991, Arthur Andersen & Co. had been the principal
independent accountant and had audited and provided the report on the Company's
financial statements since 1980. For business reasons, the Company disengaged
Arthur Andersen & Co. as its principal independent public accountant. Such firm,
however, has continued to perform certain non-audit services for the Company.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the shares of Common
Stock present or represented and entitled to vote at the Annual Meeting is
required to ratify the selection of Grant Thornton. The Board recommends a vote
FOR the ratification of Grant Thornton as the independent public accountant.
FINANCIAL STATEMENTS
The Company's Annual Report to Stockholders for fiscal year 1994, which
contains the Consolidated Financial Statements and Management's Discussion and
Analysis of Financial Condition and Results of Operations, is being mailed with
this Proxy Statement to stockholders entitled to notice of the Annual Meeting.
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting.
However, if any other matters are properly presented to the meeting, it is
intended that proxies, in the form enclosed, will be voted in respect thereof in
accordance with the judgment of the persons voting such proxies.
10
<PAGE> 13
STOCKHOLDERS PROPOSALS
Proposals of stockholders that are intended to be presented at the
Company's Annual Meeting of Stockholders to be held in 1996 must be received by
the Company no later than September 15, 1995, in order to be included in the
Proxy Statement and proxy relating to that meeting.
By Order of the Board of Directors
/s/ K. David Kim
-------------------------------------
K. David Kim, Chief Financial Officer
The Board of Directors hopes that stockholders will attend the meeting.
Whether or not you plan to attend, you are urged to complete, sign and return
the enclosed proxy in the accompanying envelope. A prompt response will greatly
facilitate arrangements for the meeting, and your cooperation will be
appreciated. Stockholders who attend the meeting may vote their shares
personally even though they have sent in their proxies.
February 6, 1995
11
<PAGE> 14
TELEVIDEO SYSTEMS, INC.
550 EAST BROKAW ROAD
P.O. BOX 49048
SAN JOSE, CALIFORNIA 95161-9048
PROXY SOLICITED BY BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS
MARCH 28, 1995
KATHY CLEVELAND and JOYCE YAU, or each of them, each with the power of
substitution and revocation, are hereby authorized to represent the undersigned,
with all powers which the undersigned would possess if personally present, and
to vote the TeleVideo Systems, Inc. Common Stock of the undersigned at the 1995
Annual Meeting of Stockholders of TeleVideo Systems, Inc., which is being held
at the Company's corporate offices at 550 East Brokaw Road, San Jose, California
95161-9048, on Tuesday, March 28, 1995, at 9:30 a.m. California time, and at any
postponements or adjournments of that meeting, as set forth below, and, in their
discretion, upon any other business that may properly come before the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR
LISTED BELOW:
1. To elect directors to serve for the ensuing year and until their
successors are elected.
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote
(except as marked below) for all nominees listed below
K. PHILIP HWANG, STEPHEN S. KAHNG, W. K. KIM, ROBERT E. LARSON AND
ISAAC LEVANON
(INSTRUCTION: To withhold authority to vote for any nominee, write that
nominee's name below:)
- - - -------------------------------------------------------------------------------
<PAGE> 15
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING
PROPOSALS:
2. To ratify the selection of Grant Thornton as the independent public
accountant of TeleVideo Systems, Inc. for the 1995 fiscal years.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion with respect to any other matters that may properly
come before the meeting or any adjournment thereof.
THIS PROXY WILL BE VOTED AS SPECIFIED OR, IF NO CHOICE IS SPECIFIED, WILL
BE VOTED FOR THE ELECTION OF THE NOMINEES NAMES, AND FOR PROPOSAL 2 SPECIFIED,
HEREIN.
Dated: , 1995
-----------------------------------
------------------------------------------------
------------------------------------------------
IF SHARES ARE ISSUED IN THE NAMES OF TWO OR MORE
PERSONS, EACH OF YOU SHOULD SIGN THE PROXY. IF
THE PROXY IS EXECUTED BY A CORPORATION, IT SHOULD
BE SIGNED IN THE CORPORATE NAME BY AN AUTHORIZED
OFFICER. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE, OR GUARDIAN, OR IN ANY
REPRESENTATIVE CAPACITY, GIVE FULL TITLE AS SUCH.
