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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
APPLIED MAGNETICS CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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APPLIED MAGNETICS CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF THE BOARD OF DIRECTORS
The undersigned stockholder of Applied Magnetics Corporation, a Delaware
corporation (the "Company"), hereby appoints Craig D. Crisman and Peter T.
Altavilla, and each of them, with full power of substitution, as proxy for
the undersigned to vote and otherwise represent all the shares registered in the
name of the undersigned at the Annual Meeting of Stockholders of the Company to
be held on Friday, February 7, 1997 at 4:00 p.m., 75 Robin Hill Road, Goleta,
California, 93117, and any adjournment thereof, with the same effect as if the
undersigned were present and voting such shares, on the following matter and in
the following manner as further described in the accompanying Proxy Statement.
Either of such proxies and attorneys-in-fact, or their substitutes, as shall
be present and shall act at said meeting or any adjournment thereof shall have
and may exercise all the powers of said proxies and attorneys-in-fact
thereunder.
The undersigned acknowledge receipt of the Notice of Annual Meeting of
Stockholders, the Proxy Statement and the Company's 1996 Annual Report to
Stockholders.
The shares represented by the proxy will be voted in accordance with the
specification made. If no specification is made, the Shares represented by this
proxy will be voted for each of the nominees and proposals and, in the
discretion of the proxy holders, or any other matters that may properly come
before the meeting or any adjournment thereof.
The proxies are authorized to vote and otherwise represent the shares of the
undersigned on any other matters which may properly come before the meeting of
any adjournment, according to their decision and in their discretion.
PLEASE DATE AND SIGN ON REVERSE SIDE AND RETURN IN THE ACCOMPANYING ENVELOPE.
(CONTINUED ON REVERSE SIDE)
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Please mark
your votes as /X/
indicated in
this example
FOR the nominees WITHHOLD AUTHORITY
listed (EXCEPT AS TO VOTE FOR ALL
INDICATED TO THE CONTRARY) NOMINEES LISTED:
1. ELECTION OF DIRECTORS. / / / /
NOMINEES: Craig D. Crisman, Herbert M. Dwight, Jr., Harold R. Frank, Jerry E.
Goldress and Dr. R.C. Mercure, Jr.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
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2. Approval of the form of and to authorize FOR AGAINST ABSTAIN
the entry into identification agreements
with the non-employee directors of the / / / / / /
Company.
3. Approval of the amendment of the Company's FOR AGAINST ABSTAIN
1994 Employee Stock Option Plan to increase
the number of shares of Common Stock / / / / / /
reserved for the issuance thereunder from
2,100,000 to 3,250,000 Shares.
4. Approval of the amendment of the Company's FOR AGAINST ABSTAIN
1994 Non-Employee Director Stock Option
Plan to increase the initial option grant / / / / / /
to non-employee directors from 5,000 shares
to 20,000 shares, change the vesting of
options and to ratify and approve a grant
of option under said Plan to purchase
20,000 shares to Directors Dwight and
Mercure and 15,000 shares to Directors
Frank and Goldress.
5. Approval of the appointment of Arthur FOR AGAINST ABSTAIN
Andersen LLP, independent certified
public accountants, as auditors for the / / / / / /
Company for the fiscal year ending
September 27, 1997.
I plan to attend the meeting. / /
IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES
FOR DIRECTOR AND FOR EACH OF THE PROPOSALS SET FORTH ABOVE.
PLEASE MARK INSIDE BLUE BOXES SO THAT DATA PROCESSING EQUIPMENT WILL RECORD
YOUR VOTES
Signature(s) Dated , 1997
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Please date and sign exactly as your name appears on this proxy. Joint owners
should each sign. If the signer is a corporation, please sign full corporate
name and title by duly authorized officer. Executors, trustees, guardians and
the like should give full title as such.
