<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
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))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
SEEQ Technology Incorporated
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(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:
(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
SEEQ TECHNOLOGY INCORPORATED
47200 BAYSIDE PARKWAY
FREMONT, CALIFORNIA 94538
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MARCH 20, 1997
TO OUR STOCKHOLDERS:
You are invited to attend the Annual Meeting of Stockholders of SEEQ
TECHNOLOGY INCORPORATED, a Delaware corporation (the "Company"), to be held on
Thursday, March 20, 1997 at 3:00 p.m., local time, at the offices of the Company
at 47200 Bayside Parkway, Fremont, California 94538, for the
following purposes:
1. To elect directors to serve for the ensuing year.
2. To ratify the appointment of Price Waterhouse LLP as independent
accountants of the Company for the fiscal year ending September 30,
1997.
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 that accompanies this Notice.
Only stockholders of record at the close of business on January 28, 1997,
are entitled to notice of and to vote at the Annual Meeting and at any
continuation or adjournment thereof.
By order of the Board of Directors
ROBERT O. HERSH
Secretary
Fremont, California
February 14, 1997
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN
PERSON. HOWEVER, TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, YOU ARE
URGED TO VOTE, SIGN, AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN
THE POSTAGE-PREPAID ENVELOPE ENCLOSED FOR THAT PURPOSE.
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SEEQ TECHNOLOGY INCORPORATED
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS OF
SEEQ TECHNOLOGY INCORPORATED
TO BE HELD MARCH 20, 1997
GENERAL
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of SEEQ Technology Incorporated, a Delaware corporation
(the "Company" or "SEEQ"), of proxies to be voted at the Annual Meeting of
Stockholders to be held on March 20, 1997, or at any adjournment or postponement
thereof, for the purposes set forth in the accompanying Notice of Annual Meeting
of Stockholders. Stockholders of record on January 28, 1997 will be entitled to
vote at the Annual Meeting. The Annual Meeting will be held at 3:00 p.m. at the
principal executive offices of the Company located at 47200 Bayside Parkway,
Fremont, California 94538.
It is anticipated that this Proxy Statement and the enclosed proxy card
will be first mailed to stockholders on or about February 14, 1997.
VOTING RIGHTS
The close of business on January 28, 1997 was the record date for
stockholders entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof. As of that date, the Company had 30,288,379 shares of its
common stock, $0.01 par value, outstanding and entitled to vote at the Annual
Meeting. Holders of common stock are entitled to one vote for each share of
common stock so held. A majority of shares of common stock entitled to vote will
constitute a quorum for the transaction of business at the Annual Meeting.
If any stockholder is unable to attend the Annual Meeting, such
stockholder may vote by proxy. The enclosed proxy card is solicited by the
Company's Board of Directors (the "Board of Directors" or the "Board") and, when
the proxy card is returned properly completed, it will be voted as directed by
the stockholder on the proxy card. Stockholders are urged to specify their
choices on the proxy card. If a proxy card is signed and returned without
choices specified, in the absence of contrary instructions, the shares of common
stock represented by such proxy will be voted FOR Proposals 1 and 2. Management
does not know of any matters to be presented at this Annual Meeting other than
those set forth in this Proxy Statement and in the Notice accompanying this
Proxy Statement. If other matters should properly come before the meeting, the
proxy holders will vote on such matters in accordance with their best judgment.
An affirmative vote of a majority of the shares present and voting at the
meeting is required for approval of all items being submitted to the
stockholders for their consideration. Abstentions and broker non-votes are
included in determining the number of shares present and
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voting at the Annual Meeting and each is tabulated separately. Abstentions are
also counted for purposes of determining whether a proposal presented to
stockholders has been approved, whereas broker non-votes are not included for
such purposes.
The Annual Report of the Company for the fiscal year ended September 30,
1996 will be mailed concurrently with the mailing of the Notice of Annual
Meeting and Proxy Statement to all stockholders entitled to notice of and to
vote at the Annual Meeting.
REVOCABILITY OF PROXIES
Any person giving a proxy has the power to revoke it at any time before
its exercise. A proxy may be revoked by filing with the Secretary of the Company
an instrument of revocation or a duly executed proxy bearing a later date, or
may be revoked by attending the Annual Meeting and voting in person.
SOLICITATION OF PROXIES
The Company will bear the cost of solicitation of proxies. Copies of
solicitation materials will be furnished to brokerage houses, fiduciaries, and
custodians holding shares in their names that are beneficially owned by others
to forward to such beneficial owners. The Company may reimburse such persons for
their costs of forwarding the solicitation materials to such beneficial owners.
The original solicitation of proxies by mail may be supplemented by solicitation
by telephone, telegram, or other means by directors, officers, employees or
agents of the Company. No additional compensation will be paid to these
individuals for any such services. Except as described above, the Company does
not intend to solicit proxies other than by mail.
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
Each director to be elected at the Annual Meeting will hold office until
the next annual meeting of stockholders and until a successor for such director
is elected and has been qualified, or until the death, resignation, or removal
of such director. There are three nominees, each of whom is currently a director
of the Company. Each of the Company's current directors was elected to the Board
by the stockholders at the last annual meeting. Each person nominated for
election has agreed to serve if elected, and the Board of Directors has no
reason to believe that any nominee will be unavailable or will decline to serve.
In the event, however, that any nominee is unable or declines to serve as a
director at the time of the Annual Meeting, the proxies will be voted for any
nominee who shall be designated by the current Board of Directors to fill the
vacancy. In the event that additional persons are nominated for election as
directors, the proxyholders intend to vote all proxies received by them for the
nominees listed below. Unless otherwise instructed, the proxyholders will vote
the proxies received by them for the nominees named below. The three candidates
receiving the highest number of the affirmative votes of the shares entitled to
vote at the Annual Meeting will be elected directors of the Company. The proxies
solicited by this Proxy Statement may not be voted for more than three nominees.
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NOMINEES
Set forth below is information regarding the nominees to the Board of
Directors:
Name Age
---- ---
Alan V. Gregory........................ 63
Charles C. Harwood..................... 69
Phillip J. Salsbury.................... 54
Alan V. Gregory has served as a member of the Board of Directors of the
Company since August 1992 and has served as the Company's Chairman of the Board
since October 1993. Since 1983, Mr. Gregory has been President, Chief Executive
Officer and Chairman of the Board of Directors of XECOM, Inc., a modem
manufacturer. From 1978 to 1983, Mr. Gregory was a private investor. From 1975
to 1978, he served as Vice President and General Manager of the MOS Divisions of
Fairchild Semiconductor Incorporated, a semiconductor manufacturer. From 1969 to
1975, Mr. Gregory was employed by Signetics Corporation, a semiconductor
manufacturer, and served as Corporate Vice President and General Manager of the
Analog Division from 1973 to 1975. Mr. Gregory was also a co-founder of Omni
Technology Incorporated, an electronics test services company, and served as one
of its directors from 1980 to 1986. Mr. Gregory holds a B.S. in electrical
engineering from Northeastern University and is currently a Director of the
National Council for Northeastern University.
Charles C. Harwood has served as a member of the Board of Directors of
the Company since May 1994. Since December 1992, Mr. Harwood has been an
independent management consultant. From 1985 through December 1992, Mr.
Harwood was a co-founder of The Quality Improvement Company, a management
consulting firm. From 1970 through 1985, Mr. Harwood served as President of
Signetics Corporation. Mr. Harwood is also a director of XECOM and North
American Management Company, an investment advisory firm. Mr. Harwood holds
a B.A. and M.B.A. from Harvard University.
Phillip J. Salsbury, a founder of the Company, has served as the
Company's President and Chief Executive Officer since October 1993. Dr.
Salsbury has served as a member of the Board of Directors since the founding
of the Company in 1981 and, from 1981 through September 1993, served as the
Company's Vice President, Chief Technical Officer and Secretary. From 1973
until 1980, Dr. Salsbury served in various engineering management positions
for Intel Corporation, a semiconductor manufacturer. Dr. Salsbury is a
co-inventor under nine patents in the area of MOS (metal oxide silicon)
devices and circuits. Dr. Salsbury holds a B.S. in electrical engineering
from the University of Michigan and a M.S.E.E. and PhD from Stanford
University.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL OF THE
ABOVE NOMINEES FOR ELECTION AS DIRECTORS.
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BOARD MEETINGS AND COMMITTEES
The Board of Directors held four (4) meetings during fiscal 1996. Each
director, other than Mr. Chen, attended more than seventy-five percent (75%) of
the aggregate of (i) the total number of meetings of the Board of Directors held
during the fiscal year, or portion of the fiscal year, during which such
director served as a member of the Board, and (ii) the total number of meetings
held by all committees of the Board on which such director served.
The Audit Committee of the Board of Directors recommends engagement of the
Company's independent accountants, approves services performed by such
accountants, and reviews and evaluates the Company's accounting system and its
system of internal controls. This committee, which consists of Directors Gregory
and Harwood, held one (1) meeting during fiscal 1996.
The Compensation Committee of the Board of Directors has overall
responsibility for the Company's compensation policies and determines the
compensation payable to the Company's executive officers, including their
participation in certain of the Company's employee benefit plans. This
committee, which consists of Directors Gregory and Harwood, held one (1) meeting
during fiscal 1996.
The Stock Option Committee of the Board of Directors has the exclusive
authority to administer the Company's Restated 1982 Stock Option Plan (the "1982
Stock Option Plan") and to make stock option grants under the Plan, including
grants to executive officers. This committee, which consists of Directors
Gregory and Harwood, held five (5) meetings during fiscal 1996.
DIRECTOR COMPENSATION
It is the general policy of the Company that each non-employee director of
the Company who is not appointed as a director pursuant to any contractual or
other right or arrangement be paid $2,000 for each quarterly meeting of the
Board of Directors attended and $1,000 per meeting for certain additional Board
or committee meetings attended. In addition, each such director is also eligible
for reimbursement according to the Company's policy for expenses incurred in
connection with attendance at meetings of the Board of Directors and the
committees thereof.
Under the Company's 1989 Non-Employee Director Stock Option Plan (the
"1989 Stock Option Plan"), an individual who is not an employee of the Company
and has not been appointed or elected as a director pursuant to any contractual
or other right or arrangement will receive an automatic option grant for 20,000
shares of the Company's common stock upon becoming a member of the Board, and
each such individual who continues to serve as a non-employee Board member will
receive additional automatic option grants, each for 10,000 shares, at annual
intervals over his period of Board service, beginning with the second Annual
Stockholders Meeting following his initial election or appointment to the Board.
Under the 1989 Stock Option Plan, Mr. Gregory received a 10,000 share option
grant in March 1995 with an exercise
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price of $2.438 per share and a 10,000 share and 40,000 share grant in March
1996, with an exercise price of $3.688 per; and Mr. Harwood received two 10,000
share option grants in March 1996, each with an exercise price of $3.688 per
share. Each option granted under the 1989 Stock Option Plan will have an
exercise price per share equal to the fair market value of the Company's common
stock on the automatic grant date and will have a maximum term of 10 years. The
option will become exercisable for all the option shares upon the optionee's
completion of 6 months of Board service measured from the grant date, but any
shares purchased under the option will be subject to repurchase by the Company,
at the original exercise price paid per share, should the optionee cease Board
service prior to vesting in the purchased shares. Each 20,000 share option grant
will vest in two equal annual installments over the optionee's period of Board
service measured from the grant date, and each 10,000 share option grant will
vest upon that individual's completion of two years of Board service measured
from the grant date. However, the shares subject to each outstanding option
grant under the 1989 Stock Option Plan will immediately vest should the Company
be acquired by merger or asset sale or should the optionee die or become
disabled while serving as a Board member or should there occur a hostile
takeover of the Company through a tender offer for 25% or more of the
outstanding common stock or a change in the majority of the Board by proxy
contest. Upon the successful completion of a hostile tender offer for 25% or
more of the outstanding common stock, each automatic option grant under the 1989
Stock Option Plan will be canceled in return for a cash payment from the Company
in an amount per canceled option share equal to the greater of (i) the highest
tender offer price per share paid for the common stock or (ii) the fair market
value per share on the option cancellation date, less the option exercise price
per share.
No other compensation is paid to directors of the Company in respect of
their services as directors.
MANAGEMENT
Set forth below is information regarding the executive officers of the
Company who are not directors:
NAME AGE POSITION
---- --- --------
Robert O. Hersh............ 43 Vice President, Finance, Chief
Financial Officer and Secretary
Philip A. Ortiz............ 50 Vice President, Worldwide Sales
Stephen F. Dreyer.......... 44 Vice President, Research and
Development and Chief Technical
Officer
Barry C. Gray.............. 40 Vice President, Marketing
Robert O. Hersh has served as the Company's Vice President, Finance and
Chief Financial Officer since October 1995 and as the Company's Secretary since
January 1996. From 1987 to September 1995, he served in various capacities at
Alps Electric (North America), Inc., a manufacturer of computer peripheral
equipment, and its subsidiaries, including Executive Vice President, Chief
Operating Officer, Senior Vice President, and Chief Financial Officer.
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Philip A. Ortiz has served as the Company's Vice President, Worldwide
Sales since May 1993. From September 1992 until May 1993, Mr. Ortiz was Vice
President, International Sales. From June 1992 to September 1992, Mr. Ortiz was
on leave from the Company. Mr. Ortiz served as the Company's Vice President,
Worldwide Sales & Marketing from September 1990 until June 1992, and as the
Company's Vice President, International Sales from March 1988 to October 1988.
Mr. Ortiz has served in international and domestic sales activities for the
Company since 1983 and was first appointed as Vice President, Sales in January
1987. From 1980 to 1983, Mr. Ortiz was Director of Marketing and Sales for
California Devices, Inc., a semiconductor manufacturer. From 1970 to 1980, he
held various marketing and sales positions at American Micro-Systems, Inc., a
semiconductor manufacturer.
Stephen F. Dreyer has served as the Company's Vice President, Research and
Development and Chief Technical Officer since April 1995. From June 1993 to
April 1995, Mr. Dreyer served as the President of Talus Technology Incorporated,
a wholly owned subsidiary of the Company. From November 1991 to June 1993, Mr.
Dreyer was a consultant in the area of analog integrated circuit design. Mr.
Dreyer served as the CMOS Design Manager for Micro Linear Corporation, a
semiconductor manufacturer, from October 1984 to October 1991.
Barry C. Gray has served as the Company's Vice President, Marketing since
September 1995. From May 1990 to August 1995, Mr. Gray served in various
marketing positions at Integrated Device Technology, a semiconductor
manufacturer, including Strategic Marketing Manager, Marketing Manager, and
Product Marketing Engineer.
CERTAIN TRANSACTIONS
SEEQ and Hualon Microelectronics Corporation, a corporation organized
under the laws of Taiwan, the Republic of China ("Hualon"), entered into a Stock
Purchase Agreement dated July 16, 1990 (the "Stock Purchase Agreement") pursuant
to which Hualon purchased for cash 1,625,000 shares of SEEQ common stock at
$3.25 per share, for an aggregate purchase price of $5,281,250. In addition, the
Stock Purchase Agreement provided for the nomination of a representative of
Hualon to the SEEQ Board of Directors on the terms set forth in the Stock
Purchase Agreement. Pursuant to this right, Hualon appointed Dr. Peter C. Chen
to be elected to the Company's Board of Directors. SEEQ and Hualon also entered
into a Technology Transfer and Foundry Agreement dated July 16, 1990 (the
"Foundry Agreement") pursuant to which SEEQ agreed to license to Hualon certain
of SEEQ's processes and products, and the underlying technology with respect
thereto, and Hualon agreed to manufacture products on SEEQ's behalf and act as
an alternate source for certain of such products in certain geographical markets
(in exchange for which SEEQ would receive royalty payments). In addition, the
Foundry Agreement provided for the joint development of new products and
processes based on certain of the products and processes licensed by SEEQ under
such Agreement. Pursuant to a settlement of certain litigation between the
Company and Hualon, an Amendment to the Foundry Agreement was entered into by
and between the Company and Hualon during fiscal 1995. Pursuant to the Foundry
Agreement, as amended, the Company paid to Hualon an aggregate of approximately
$400,000 during fiscal 1995 and approximately $1,540,000 during fiscal 1996.
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On March 30, 1994 the Company filed a lawsuit in the United States
District Court for the Northern District of California against Hualon. In the
lawsuit, the Company sought injunctive relief from the court to prevent Hualon
from using certain of the nonvolatile memory technology previously sold by the
Company to Atmel Corporation, to which Hualon had asserted certain license
rights under an alleged license agreement. In response to the Company's claims,
Hualon asserted affirmative defenses and counterclaims seeking a declaration by
the court that the alleged license agreement was valid and seeking specific
performance of the alleged license agreement and other agreements previously
entered into by the two parties. Hualon subsequently amended its counterclaims
for damages for breach of, and for money owed pursuant to, other agreements
between the Company and Hualon. The Company also amended its original complaint
to include a number of additional claims against Hualon, including claims for
damages for breach of, and for money owed pursuant to, such other agreements.
On August 16, 1995, the Company and Hualon entered into a Settlement
Agreement, Release and Tolling Agreement (the "Settlement Agreement"). The terms
of the Settlement Agreement provided, among other things, for the payment by the
Company to Hualon of $500,000 in cash and the issuance by the Company to Hualon
of 100,000 shares of the Company's Common Stock. In addition, under the terms of
the Settlement Agreement, the Company agreed that the claims asserted against
Hualon in respect of the alleged license agreement would be tolled for such time
and on such terms as provided therein. As a result, the Company is not currently
pursuing such claims. The Company is entitled to pursue such claims in the
future, however, subject to the terms of the Settlement Agreement.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of December 31, 1996 (based upon
30,288,379 shares outstanding) certain information with respect to shares
beneficially owned by (i) each person who is known by the Company to be the
beneficial owner of more than five percent of the Company's outstanding shares
of Common Stock, (ii) each of the Company's directors, and the executive
officers named in the Summary Compensation Table and (iii) all current directors
and executive officers as a group. Beneficial ownership has been determined in
accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain
shares may be deemed to be beneficially owned by more than one person (if, for
example, persons share the power to vote or the power to dispose of the shares).
In addition, shares are deemed to be beneficially owned by a person if the
person has the right to acquire shares (for example, upon exercise of an option
or warrant) within sixty (60) days of the date as of which the information is
provided; in computing the percentage ownership of any person, the amount of
shares is deemed to include the amount of shares beneficially owned by such
person (and only such person) by reason of such acquisition rights. As a result,
the percentage of outstanding shares of any person as shown in the following
table does not necessarily reflect the person's actual voting power at any
particular date.
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<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP (1)
--------------------------
NUMBER OF PERCENT OF
NAME OF BENEFICIAL OWNER SHARES CLASS
<S> <C> <C>
Atmel Corporation............................. 2,614,701 8.6%
2125 O'Nel Drive
San Jose, CA 95131
Phillip J. Salsbury (2)....................... 827,108 2.7
Alan V. Gregory (3)........................... 198,500 *
Charles C. Harwood (4)........................ 130,000 *
Robert O. Hersh (5)........................... 67,311 *
Philip A. Ortiz (6)........................... 32,886 *
Stephen F. Dreyer (7)......................... 163,139 *
Barry C. Gray (8)............................. 43,752 *
All current directors and executive officers 1,462,696 4.8
as a group (7 persons) (9)
</TABLE>
---------------
* Less than one percent.
(1) Unless otherwise indicated, each of the beneficial owners named in the
table has sole voting and investment power with respect to all shares
shown as owned by them, subject to applicable community property laws.
(2) Excludes 1,333 shares of common stock owned by trusts for the benefit of
Dr. Salsbury's children, as to which Dr. Salsbury disclaims beneficial
ownership. Includes 753,505 shares of common stock subject to issuance
upon exercise of options exercisable within 60 days after December 31,
1996.
(3) Includes 90,000 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days after December 31, 1996.
(4) Includes 40,000 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days after December 31, 1996.
(5) Includes 67,311 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days after December 31, 1996.
(6) Includes 32,879 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days after December 31, 1996.
(7) Includes 163,139 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days after December 31, 1996.
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(8) Includes 43,752 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days after December 31, 1996.
(9) Includes 1,190,586 shares of Common Stock issuable upon exercise of
options that are exercisable within 60 days after December 31, 1996.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES ACT OF 1934
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission (the "SEC") initial reports of ownership
and reports of changes in ownership of common stock and other equity securities
of the Company. Officers, directors and greater than ten percent stockholders
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file.
To the Company's knowledge, based solely upon review of copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended September 30, 1996, all
Section 16(a) filing requirements were complied with that are applicable to the
Company's officers, directors and greater than ten percent stockholders.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain summary information concerning
compensation earned by the Company's Chief Executive Officer and each of the
four other most highly compensated executive officers of the Company earning at
least $100,000 in salary and bonus (determined as of the end of the last fiscal
year) for services rendered in all capacities to the Company and its
subsidiaries for the 1996, 1995 and 1994 fiscal years. Such individuals will be
hereinafter referred to as the Named Executive Officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION OTHER COMPENSATION
NAME AND SALARY BONUS ANNUAL AWARDS ALL OTHER
- -------- FISCAL -------- ------ COMPENSATION (OPTIONS) COMPENSATION
PRINCIPAL POSITION YEAR ($)(1) ($)(1) ($)(3) (NO. OF SHARES) ($)(5)
- ------------------ ------ -------- ------ ------------ --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Phillip J. Salsbury 1996 $209,350 0 0 250,000 $ 60,000
President and Chief 1995 205,400 0 4,103 0 182,682
Executive Officer 1994 214,499 0 62,519 400,000 362,536
Robert O. Hersh 1996 140,000 30,000 0 200,000 0
Vice President, Finance, 1995 -- -- -- -- --
Chief Financial Officer 1994 -- -- -- -- --
and Secretary
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Philip A. Ortiz 1996 101,924 76,000(2) 10,470(4) 70,000 0
Vice President, 1995 100,001 82,600(2) 9,992(4) 0 66,877
Worldwide Sales 1994 100,001 56,347(2) 25,650(4) 20,000 98,560
Stephen F. Dreyer 1996 104,940 0 0 0 0
Vice President, 1995 102,846 0 0 540,000 0
Research 1994 100,000 0 0 -- 0
and Development
Barry C. Gray 1996 101,923 25,000 0 130,000 0
Vice President, 1995 4,231 0 0 0 0
Marketing 1994 -- -- -- -- --
</TABLE>
___________________
(1) Includes amounts deferred under the Company's Retirement Income (401(k))
Plan.
(2) Represents commissions.
(3) Represents amounts paid to each Named Executive Officer pursuant to
the Company's Supplemental Cash Bonus Plan. A portion of each such
award was immediately repaid to the Company in satisfaction of the
accrued interest on the outstanding promissory notes which the Named
Executive Officer delivered to the Company in payment of the exercise
price of shares purchased by that individual under the Company's 1982
Stock Option Plan, and the remainder of the award represented a
reimbursement for income taxes payable by the Named Executive Officer
with respect to the bonus award. The bonus awards for each Named
Executive Officer were as follows: (i) for fiscal year 1995: Dr.
Salsbury: $4,103, of which $2,551 represented the amount repaid to the
Company as interest and $1,552 represented the tax reimbursement on the
award; and Mr. Ortiz: $1,115, of which $694 represented the amount
repaid to the Company as interest and $421 represented the tax
reimbursement on the award; (ii) for fiscal year 1994: Dr. Salsbury:
$62,519, of which $39,075 represented the amount repaid to the Company
as interest and $23,444 represented the tax reimbursement on the award;
and Mr. Ortiz: $17,411, of which $10,882 represented the amount repaid
to the Company as interest and $6,529 represented the tax reimbursement
on the award. For a description of the Supplemental Cash Bonus Plan,
see "Supplemental Cash Bonus Plan" below.
(4) Except for the amounts noted in footnote (3) above, represents amounts
reimbursed to the named executive officer in respect of certain financial
and tax preparation services and automobile allowances.
(5) All amounts shown in the column "All Other Compensation" represent:
(i) the amount of forgiven indebtedness which the Named Executive
Officer owed to the Company under the promissory notes such Named
Executive Officer delivered in payment of the option exercise price of
certain stock options granted under the 1982 Stock Option Plan; and
(ii) the amount reimbursed to the Named Executive Officer for the
income tax liability incurred as a result of the forgiveness of such
promissory notes. During fiscal 1994, the amounts forgiven and
reimbursed to the Named Executive Officers under the Special
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Loan Forgiveness Program were as follows: Dr. Salsbury: $226,584 forgiven
and $135,952 reimbursed; and Mr. Ortiz: $61,600 forgiven and $39,960
reimbursed. During fiscal 1995, the amounts forgiven and reimbursed were
as follows: Dr. Salsbury: $113,291 forgiven and $69,391 reimbursed; and
Mr. Ortiz: $30,798 forgiven and $36,079 reimbursed. During fiscal year
1996, the amounts forgiven and reimbursed were as follows: Dr. Salsbury:
$60,000 reimbursed. See "Special Loan Forgiveness Program."
SUPPLEMENTAL CASH BONUS PLAN
The Supplemental Cash Bonus Plan was implemented as a special program to
provide certain officers with an opportunity to earn additional compensation to
be applied to the satisfaction of their outstanding indebtedness to the Company
arising from the exercise of the stock options granted to them under the
Company's 1982 Stock Option Plan. At the time when those options were exercised,
the rules of the Securities and Exchange Commission applicable to short-swing
trading transactions in the Company's common stock required the officer to hold
the purchased shares for at least six months before those shares could be sold
without short-swing liability. In order to avoid liquidity problems for the
Officers, the Company permitted the option exercise price to be paid through a
promissory note. The purchased shares were then held by the Company as security
for the notes and were to be released as the shares were sold and the proceeds
applied to the payment of the notes. During fiscal 1987 and 1988, the Company
accepted promissory notes from the following Named Executive Officers in payment
of the option exercise price for the number of shares specified for each such
individual: Dr. Salsbury: 110,208 shares at an average exercise price of $4.18
per share; and Mr. Ortiz: 29,728 shares at an average exercise price of $4.27
per share. Accordingly, the amount of the promissory notes delivered under the
1982 Stock Option Plan in payment for the shares purchased by the Named
Executive Officers were in the following aggregate amounts: Dr. Salsbury:
$460,539; and Mr. Ortiz: $126,831. The promissory notes were originally due and
payable within three years after issuance, but the due date for payment was
extended on several occasions, with the notes being fully repaid in March 1995.
Under the Supplemental Cash Bonus Plan, each officer of the Company with
an outstanding promissory note under the 1982 Stock Option Plan is to receive an
annual cash payment equal to the interest due and payable on his promissory note
plus an amount to reimburse him for the additional income tax incurred as a
result of the payment. No executive officer to whom payments have been made
under the Supplemental Cash Bonus Plan has received any amounts thereunder in
excess of that necessary to satisfy the interest payment due on his promissory
note and the taxes payable on the bonus. The total amounts accrued and paid in
fiscal 1996, 1995 and 1994 under the Supplemental Cash Bonus Plan on behalf of
the Named Executive Officers are included in the Summary Compensation Table and
described in footnote (5) thereto.
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<PAGE> 14
SPECIAL LOAN FORGIVENESS PROGRAM
The Special Loan Forgiveness Program (the "Loan Forgiveness Program")
adopted by the Company was designed to achieve two primary purposes: (i) obtain
working capital for the Company and (ii) allow certain officers who had
outstanding promissory notes under the 1982 Stock Option Plan the opportunity to
have that indebtedness forgiven over their period of continued service with the
Company. The Loan Forgiveness Program consists of three separate components: the
sale of the pledged shares and the paydown of the promissory note, the grant of
new stock options, and the forgiveness of the balance of the note over a period
of future service.
Accordingly, each Named Executive Officer was required to sell all shares
of Company common stock securing his promissory note and to apply the entire
sale proceeds (net of sales commissions) to the partial payment of such note.
The remaining balance of the note is forgiven in six equal and successive
quarterly increments. However, unless otherwise provided by the Company, the
officer must continue in the Company's employ through each forgiveness date in
order to have the increment for that quarter forgiven. If the officer leaves the
Company's employ prior to full forgiveness of his promissory note, then, unless
otherwise provided by the Company, the entire unpaid balance of that note will
become due and payable on the fifteenth (15th) day following such cessation of
employee status.
The number of shares of the Company's common stock sold by each of the
Named Executive Officers under the Loan Forgiveness Program, the sales prices
per share, and the total net proceeds paid to the Company as a result of such
sales were as follows: Mr. Salsbury sold 52,650 shares at $1.0625 per share and
57,567 shares at $1.15625 per share, for total net proceeds of approximately
$120,664; and Mr. Ortiz sold 14,250 shares at $1.0625 per share and 15,478
shares at $1.3125 per share, for total net proceeds of approximately $34,433.
As the promissory note is forgiven in quarterly increments, the officer
receives a cash bonus as a reimbursement from the Company in an amount equal to
the Federal and state income tax liability incurred as a result of (i) the loan
forgiveness and (ii) the cash bonus. As a result, the officer incurs no
additional tax liability in connection with the forgiveness of his promissory
note. The total amounts forgiven and reimbursed under the Loan Forgiveness
Program on behalf of the Named Executive Officers are included in the Summary
Compensation Table and described in footnote (5) thereto.
Each Named Executive Officer was granted a new stock option under the 1982
Stock Option Plan for the same number of shares of common stock as were sold in
connection with the paydown of his promissory note. The exercise price is equal
to 100% of the fair market value per share of the Company's common stock on the
grant date and the option will vest on a daily basis over an 18-month period of
the officer's continued service with the Company, measured from the grant date.
Any shares purchased by the Named Executive Officer under the new option will
automatically be pledged as security for the unpaid balance of his promissory
note and will be released incrementally as that note is forgiven.
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<PAGE> 15
STOCK OPTIONS
The following table sets forth information concerning the stock options
granted under the 1982 Stock Option Plan during the 1996 fiscal year to the
Named Executive Officers. The table also sets forth hypothetical gains or
potential "option spreads" for those options at the end of their respective
ten-year terms. These potential realizable values are based on the assumption
that the market price of the Company's common stock will appreciate at the rate
of five percent (5%) and ten percent (10%), compounded annually, from the date
the option was granted to the last day of the full option term. The actual value
realized upon the exercise of these options, if any, will be dependent upon the
future performance of the Company's common stock and overall market conditions.
During the 1996 fiscal year, no stock appreciation rights were granted to the
Named Executive Officers.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED
INDIVIDUAL GRANTS ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
OPTION TERM(2)
----------------------------------------------------------- --------------------------
% OF TOTAL
OPTIONS
OPTIONS GRANTED TO EXERCISE
GRANTED EMPLOYEES PRICE
(NO. OF IN FISCAL PER EXPIRATION
NAME SHARES) YEAR (1) SHARE ($) DATE 5% ($) 10% ($)
- ------------------ ------- ---------- --------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Philip J. Salsbury 125,000 12.3% $2.750 2/06 216,183 547,849
125,000 12.3% 3.438 7/06 270,267 684,911
Robert O. Hersh 200,000 19.7% 3.625 10/05 455,949 1,155,463
Philip A. Ortiz 70,000 6.9% 2.750 2/06 121,062 306,795
Stephen F. Dreyer 0 -- -- -- -- --
Barry C. Gray 130,000 12.8% 3.625 10/05 296,367 751,051
</TABLE>
- ---------------
(1) The Company granted options to purchase a total of 1,013,000 shares of
common stock to employees during the year ended September 30, 1996.
(2) The five percent (5%) and ten percent (10%) assumed annual rates of
compound stock price appreciation are mandated by the rules of the SEC and
do not represent the Company's estimate or a projection by the Company of
future stock prices.
STOCK OPTION EXERCISES AND HOLDINGS
The following table sets forth certain information concerning the
number of options exercised during the fiscal year ended September 30, 1996 and
the number of shares subject to exercisable and unexercisable stock options held
by the Named Executive Officers as of September 30, 1996.
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<PAGE> 16
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED IN-THE-MONEY
NUMBER OF UNEXERCISED OPTIONS OPTIONS AT FISCAL YEAR END (MARKET
AT FISCAL YEAR END (NO. OF SHARES) PRICE OF SHARES LESS EXERCISE PRICE)
($) (2) (3)
---------------------------------- ------------------------------------
SHARES
ACQUIRED VALUE
ON REALIZED
NAME EXERCISE (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Phillip J. Salsbury 0 -- 699,272 324,757 $1,751,746 $419,855
Robert O. Hersh 0 -- 54,576 145,424 13,644 36,356
Philip A. Ortiz 42,000 $107,836 22,934 72,794 40,600 108,396
Stephen F. Dreyer 50,000 $136,270 135,630 354,370 339,075 885,925
Barry C. Gray 0 -- 35,474 94,526 8,868 23,632
</TABLE>
- -----------
(1) The "value realized" represents the difference between the base (or
exercise) price of the option shares and the market price of the option
shares on the date the option was exercised. The value realized was
determined without considering any taxes which may have been owed.
(2) "In-the-money" options are options whose base (or exercise) price was less
than the market price of common stock at September 30, 1996.
(3) Assuming a fair market value of $3.875 per share, which was the closing
price of a share of the Company's common stock reported on the Nasdaq
National Market on September 30, 1996.
COMPENSATION AND STOCK OPTION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Stock Option Committees of the Board of Directors
(the "Committees") administer the Company's compensation policies and programs.
The Compensation Committee makes and reviews recommendations regarding the
Company's compensation policies and executive compensation, including setting
the base salaries of the Company's executive officers, approving individual
bonuses and bonus programs for executive officers, and administering certain of
the Company's stock option and other employee benefit plans. The Stock Option
Committee is solely responsible for administering the Company 1982 Stock Option
Plan, under which grants may be made to executive officers and other key
employees. The following is a summary of policies of the Committees that affect
the
16
<PAGE> 17
compensation paid to executive officers, as reflected in the tables and text set
forth elsewhere in this proxy statement.
GENERAL COMPENSATION POLICY. The overall policy of the Committees is to
offer the Company's executive officers competitive compensation opportunities
based upon their personal performance, the financial performance of the Company
and their contribution to that performance. One of the primary objectives is to
have a substantial portion of each executive officer's compensation contingent
upon the Company's performance as well as upon such executive officer's own
level of performance. Each executive officer's compensation package is generally
comprised of three elements: (i) base salary, which reflects an individual's
position and responsibilities, as well as past performance, and is generally
designed primarily to be competitive with the salary levels of the Company's
competitors in the semiconductor industry, (ii) annual variable performance
awards payable in cash and tied to the achievement of annual performance goals,
and (iii) long-term stock-based incentive awards designed to strengthen the
mutuality of interests between the executive officers and the Company's
stockholders. Generally, as an executive officer's level of responsibility
increases, a greater portion of such executive officer's total compensation will
be dependent upon Company performance and stock price appreciation rather than
base salary.
FACTORS. Several important factors considered in establishing the
components of each executive officer's compensation package for the 1996 fiscal
year are summarized below. Additional factors were taken into account to a
lesser degree. The Committees may in their discretion apply entirely different
factors, such as different measures of financial performance, for future fiscal
years. However, it is currently contemplated that all compensation decisions
will be designed to further the overall compensation policy described above.
BASE SALARY. The base salary for each officer is primarily set on the
basis of personal performance and internal comparability considerations, and, to
a lesser extent, on the financial performance of the Company. Because of the
Company's financial performance over the past four fiscal years, the base salary
levels of the executive officers have not increased significantly above the
levels in effect for the 1993 fiscal year.
ANNUAL INCENTIVE COMPENSATION. For the 1996 fiscal year, the Company
had no bonus program. Mr. Gray's bonus arrangement was in connection with
his initial employment, and Mr. Hersh's bonus was granted in consideration of
additional responsibilities he undertook.
LONG-TERM STOCK-BASED INCENTIVE COMPENSATION. Generally, the Stock Option
Committee approves annual grants of stock options to each of the Company's
executive officers under the 1982 Stock Option Plan. The grants are designed to
align the interests of each executive officer with those of the stockholders and
provide each individual with a significant incentive to manage the Company from
the perspective of an owner with an equity stake in the business. Each grant
generally allows the officer to acquire shares of the Company's common stock at
a fixed price per share (the market price on the grant date) over a specified
period of time (up to 10 years), thus providing a return to the executive
officer only if the market price of the shares appreciates over the option term
and the officer continues in the Company's employ. The
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<PAGE> 18
size of the option grant to each executive officer is designed to create a
meaningful opportunity for stock ownership based upon the executive officer's
current position with the Company, internal comparability with option grants
made to other Company executives, the executive officer's current level of
performance and the executive officer's potential for future responsibility and
promotion over the option term. The Stock Option Committee also takes into
account the number of vested and unvested options held by the executive officer
in order to maintain an appropriate level of equity incentive for that
individual. However, the Stock Option Committee does not adhere to any specific
guidelines as to the relative option holdings of the Company's executive
officers. In fiscal year 1996, option grants were made to Dr. Salsbury and each
of the executive officers, other than Mr. Dreyer who received a substantial
grant in connection with his appointment to his position at the Company in 1995.
The option grants made to Mr. Hersh and Mr. Gray were in connection with their
appointment to their current positions with the Company. Option grants were made
to Mr. Salsbury and Mr. Ortiz to compensate for the lack of any significant
increase in their base salaries, to compensate them for their promotions and the
accompanying additional responsibilities, and to make their total compensation
more dependent upon future appreciation in the market price of the Company's
common stock.
CEO COMPENSATION. In setting the compensation payable to Dr. Salsbury, the
Company's Chief Executive Officer during fiscal 1996, the Compensation Committee
sought to be competitive with the Company's competitors in the semiconductor
industry, while at the same time tying a significant percentage of such
compensation to Company performance and stock price appreciation. The
Compensation Committee established Dr. Salsbury's base salary for fiscal 1996
with the intent to provide him with a minimum level of compensation not tied to
any significant degree to Company performance factors.
The incentive bonus component of Dr. Salsbury's compensation for the 1996
fiscal year was dependent primarily upon the Company's pre-tax quarterly profits
and provided no dollar guarantees. No bonus was earned by Dr. Salsbury during
fiscal 1996 on the basis of this performance factor. However, as described above
Dr. Salsbury also participated in the Supplemental Cash Bonus Plan and the Loan
Forgiveness Program, along with other executive officers of the Company, and
earned compensation under those programs solely on the basis of his continued
employment.
Submitted by the Compensation Committee and Stock Option Committee of
the Board of Directors:
Alan V. Gregory, Member, Compensation and Stock Option Committees
Charles C. Harwood, Member, Compensation and Stock Option Committees
COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Dr. Salsbury, a member of the Company's Board of Directors, is currently
the President and Chief Executive Officer of the Company.
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<PAGE> 19
No executive officer of the Company 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 the Company's Board of Directors or
Compensation Committee.
TERMINATION OF EMPLOYMENT ARRANGEMENTS
In July 1987, the Company's Board of Directors adopted a special Severance
Pay Program for the benefit of its executive officers. Under the program, a
participant who voluntarily terminates such participant's employment within 12
months following a change in control of the Company will remain as a consultant
to the Company for a maximum of six months following such termination of
employment. For each month during the period the participant is available to
provide consulting services, the Company will pay the participant l/12th of such
participant's then current annual compensation (i.e., annualized base salary for
the year plus the amount of any commissions, cash bonuses and deferred
compensation for the prior year). A participant whose employment is
involuntarily terminated within 18 months of a change in control will receive a
lump sum severance payment equal to l.5 times such participant's then current
annual compensation. Under the program, full vesting of all outstanding stock
options may also occur upon certain changes in control, and the participants
will have the right, in the event of a hostile change in control, to surrender
their options for a cash distribution equal to the difference between the
aggregate fair market value of the shares purchasable under their options and
the aggregate exercise price payable for such shares ("limited stock
appreciation rights"). Under no circumstances may the aggregate value of the
payments and benefits under the program exceed three times the participant's
average W-2 wages for the five calendar years immediately preceding the calendar
year in which the change in control occurs. For purposes of the program, a
change in control will occur in the event of (i) a stockholder-approved merger
or acquisition of the Company in which 50% or more of the Company's outstanding
voting stock is transferred to different holders, (ii) the acquisition of 25% or
more of the Company's outstanding voting stock pursuant to a tender or exchange
offer which the Company's Board of Directors does not recommend the stockholders
of the Company accept, or (iii) a change in the composition of the Board of
Directors which results in members of the Board who were elected at the last
uncontested election of Board members ceasing to comprise a majority of the
Board by reason of a contested election. Each of the named executive officers is
a participant in the Severance Pay Program.
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on
the common stock of the Company with that of the S&P 500 Stock Index, a broad
market index published by the Standard & Poor's Corporation, and the H&Q
Semiconductor Index, a semiconductor company stock index published by Hambrecht
& Quist Incorporated. The comparison for each of the periods assumes that $100
was invested on September 30, 1991 in the Company's common stock, the stocks
included in the S&P 500 Stock Index and the stocks included in the H&Q
Semiconductor Index. These indices, which reflect formulas for dividend
reinvestment and weighting of individual stocks, do not necessarily reflect
returns that could be achieved by individual investors.
19
<PAGE> 20
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* AMONG SEEQ
TECHNOLOGY INCORPORATED, THE S&P 500 INDEX AND THE
HAMBRECHT AND QUIST SEMICONDUCTOR INDEX
<TABLE>
<CAPTION>
MEASUREMENT PERIOD SEEQ S&P 500 H&Q SEMI-
(FISCAL YEAR COVERED) CONDUCTOR
<S> <C> <C> <C>
9/30/91 100 100 100
9/30/92 52 111 145
9/30/93 71 125 307
9/30/94 55 130 317
9/30/95 232 169 640
9/30/96 200 203 478
</TABLE>
*$100 INVESTED ON 09/30/91 IN STOCK OR INDEX-INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING SEPTEMBER 30
Notwithstanding anything to the contrary set forth in any of the Companies
previous filings under the Securities Act of 1933, as amended or the Securities
Exchange Act of 1934, as amended that might incorporate future filings,
including this Proxy Statement, in whole or in part, the preceding Compensation
and Stock Option Committee Report on Executive Compensation and the preceding
Company Stock Performance Graph shall not be incorporated by reference into any
such filings; nor shall such Report or Graph be incorporated by reference into
any future filings.
PROPOSAL NO. 2:
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Company is asking the stockholders to ratify the selection of Price
Waterhouse LLP as the Company's independent public accountants for the fiscal
year ending September 30, 1997. The affirmative vote of the holders of a
majority of the shares represented and voting at the Annual Meeting will be
required to ratify the selection of Price Waterhouse LLP.
In the event the stockholders fail to ratify the appointment, the Board of
Directors will reconsider its selection. Even if the selection is ratified, the
Board in its discretion may direct the appointment of a different independent
accounting firm at any time during the year if the Board determines that such a
change would be in the best interest of the Company and its stockholders.
Price Waterhouse LLP has audited the Company's financial statements
annually since its inception. Its representatives are expected to be present at
the Annual Meeting, will have the opportunity to make a statement if they desire
to do so, and will be available to respond to appropriate questions.
20
<PAGE> 21
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO RATIFY THE
SELECTION OF PRICE WATERHOUSE LLP AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1997.
OTHER BUSINESS
The Board of Directors knows of no other business that will be presented
for consideration at the Annual Meeting. If other matters are properly brought
before the Annual Meeting, however, it is the intention of the persons named in
the accompanying proxy to vote the shares represented thereby on such matters in
accordance with their best judgment.
21
<PAGE> 22
STOCKHOLDER PROPOSALS
Proposals of stockholders that are intended to be presented at the
Company's annual meeting of stockholders to be held in 1998 must be received by
October 31, 1997 in order to be included in the proxy statement and proxy
relating to that meeting.
By order of the Board of Directors
ROBERT O. HERSH
Secretary
February 14, 1997
22
<PAGE> 23
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
SEEQ TECHNOLOGY INCORPORATED
PHILLIP J. SALSBURY and ROBERT O. HERSH, or either of them, are
hereby appointed as the lawful agents and proxies of the undersigned (with all
powers the undersigned would possess if personally present, including full power
of substitution) to represent and to vote all shares of capital stock of SEEQ
Technology Incorporated (the "Company") which the undersigned is entitled to
vote at the Company's Annual Meeting of Shareholders on March 20, 1997, and at
any adjournments or postponements thereof as follows:
1. The election of all nominees listed below for the Board of
Directors, as described in the Proxy Statement:
Alan V. Gregory, Charles C. Harwood, and Phillip J. Salsbury
FOR / / AUTHORIZATION WITHHELD / /
(INSTRUCTION: To withhold authority to vote for any
individual nominee, write such name or names in
the space provided below.)
2. Proposal to ratify the appointment of Price Waterhouse LLP as
independent accountants of the Company for the fiscal year ending
September 30, 1997:
FOR / / AGAINST / / ABSTAIN / /
3. Transaction of any other business which may properly come before the
meeting and any adjournment or postponement thereof.
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<PAGE> 24
The Board of Directors recommends a vote FOR each of the above
proposals. THIS PROXY WILL BE VOTED AS DIRECTED, OR, IF NO DIRECTION IS
INDICATED, WILL BE VOTED FOR EACH OF THE ABOVE PROPOSALS AND, AT THE DISCRETION
OF THE PERSONS NAMED AS PROXIES, UPON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING. This proxy may be revoked at any time before it is voted.
DATE: ________________________, 1997
_________________________________
(Signature)
_________________________________
(Signature if held jointly)
(Please sign exactly as shown on your stock certificate and on the
envelope in which this proxy was mailed. When signing as partner,
corporate officer, attorney, executor, administrator, trustee,
guardian or in any other representative capacity, give full title as
such and sign your own name as well. If stock is held jointly, each
joint owner should sign.)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY,
USING THE ENCLOSED ENVELOPE.
24
