<PAGE>
================================================================================
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
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
SILICON VALLEY RESEARCH
6360 San Ignacio Avenue
San Jose, CA 95119
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
--------------------------------------------------------------------------------
(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)(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:
-------------------------------------------------------------------------
Notes:
<PAGE>
SILICON VALLEY RESEARCH, INC.
6360 San Ignacio Avenue
San Jose, CA 95119
November 15, 2000
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of
SILICON VALLEY RESEARCH, INC. on Friday, December 15, 2000, at the Marriott
Santa Clara, 2700 Mission College Boulevard, Santa Clara, California, at 11:00
a.m., Pacific Standard Time.
The matters expected to be acted upon at the meeting are described in detail
in the attached Notice of Annual Meeting of Shareholders and Proxy Statement.
Also enclosed is a copy of the 2000 SILICON VALLEY RESEARCH, INC. Annual
Report, which includes audited financial statements and certain other
information.
It is important that you use this opportunity to take part in the affairs of
SILICON VALLEY RESEARCH, INC. by voting on the business to come before this
meeting. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN,
DATE AND RETURN THE ACCOMPANYING PROXY PROMPTLY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. Returning the proxy does not deprive you of your right to attend the
meeting and vote your shares in person.
We look forward to seeing you at the meeting.
Sincerely,
/S/ ROBERT R. ANDERSON
Robert R. Anderson
Chairman of the Board of Directors
Enclosures
<PAGE>
SILICON VALLEY RESEARCH, INC.
6360 San Ignacio Avenue
San Jose, CA 95119
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on December 15, 2000
----------------
Dear Shareholders:
You are invited to attend the Annual Meeting of Shareholders of SILICON
VALLEY RESEARCH, INC. (the "Company"), which will be held at 11:00 a.m. Pacific
Standard Time, on Friday, December 15, 2000, at the Marriott Santa Clara, 2700
Mission College Boulevard, Santa Clara, California, for the following purposes:
1. To elect two directors of the Company to serve until the next Annual
Meeting of Shareholders and until their respective successors have been
elected and qualified or until their earlier resignation or removal.
2. To approve an amendment to the Company's 1988 Stock Option Plan that
eliminates the per optionee annual limit of 250,000 shares.
3. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Shareholders of record of the Company's Common Stock at the close of
business on November 7, 2000 are entitled to notice of, and to vote at, the
meeting and any adjournment thereof.
By Order of the Board of Directors
/S/ ROBERT R. ANDERSON
Robert R. Anderson
Chairman
San Jose, California
November 15, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN,
DATE AND RETURN THE ACCOMPANYING PROXY PROMPTLY IN THE ENCLOSED POSTAGE-
PAID ENVELOPE SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.
<PAGE>
PROXY STATEMENT
November 15, 2000
The accompanying proxy is solicited on behalf of the Board of Directors of
SILICON VALLEY RESEARCH, INC., a California corporation (the "Company"), for
use at the Annual Meeting of Shareholders to be held on Friday, December 15,
2000, or any adjournment thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting. The date of this Proxy Statement is
November 15, 2000, the approximate date on which this Proxy Statement and the
accompanying form of proxy were first sent or given to shareholders.
GENERAL INFORMATION
Annual Report. An annual report for the fiscal year ended March 31, 2000 is
enclosed with this Proxy Statement.
Voting Securities. Only shareholders of record as of the close of business
on November 7, 2000 will be entitled to vote at the meeting and any adjournment
thereof. As of that date, there were 37,635,452 shares of common stock, no par
value ("Common Stock") of the Company issued and outstanding. Shareholders may
vote in person or by proxy. Each holder of shares of Common Stock is entitled
to one vote for each share of stock held on the proposals presented in this
Proxy Statement. The Company's Bylaws provide that a majority of all of the
shares of the stock entitled to vote, whether present in person or represented
by proxy, shall constitute a quorum for the transaction of business at the
meeting.
Shareholders have cumulative voting rights in the election of directors.
Under the cumulative voting method, a shareholder may multiply the number of
shares owned by the number of directors to be elected and cast this total
number of votes for any one candidate or distribute the total number of votes
in any proportion among as many candidates as the shareholder desires. A
shareholder may not cumulate his or her votes for a candidate unless such
candidate's name has been placed in nomination prior to the voting and unless a
shareholder has given notice at the meeting, prior to the voting, of his or her
intention to cumulate his or her votes. If any shareholder gives such notice,
all shareholders may then cumulate their votes. Management is hereby soliciting
discretionary authority to cumulate votes represented by proxies if cumulative
voting is invoked.
Solicitation of Proxies. The cost of soliciting proxies will be borne by the
Company. In addition, the Company will solicit shareholders by mail through its
regular employees and will request banks and brokers, and other custodians,
nominees and fiduciaries, to solicit their customers who have stock of the
Company registered in the names of such persons and will reimburse them for
their reasonable, out-of-pocket costs. The Company may use the services of its
officers, directors and others to solicit proxies, personally or by telephone,
without additional compensation.
Voting of Proxies. All valid proxies received prior to the meeting will be
voted. All shares represented by a proxy will be voted, and where a shareholder
specifies by means of the proxy a choice with respect to any matter to be acted
upon, the shares will be voted in accordance with the specification so made. If
no choice is indicated on the proxy, the shares will be voted in favor of the
proposal. A shareholder giving a proxy has the power to revoke his or her
proxy, at any time prior to the time it is voted, by delivery to the Secretary
of the Company of a written instrument revoking the proxy or a duly executed
proxy with a later date, or by attending the meeting and voting in person.
Stock Ownership of Certain Beneficial Owners and Management. The following
table sets forth certain information as of October 31, 2000, with respect to
the beneficial ownership of the Company's Common Stock by (i) all persons known
by the Company to be the beneficial owners of more than 5% of the outstanding
<PAGE>
Common Stock of the Company, (ii) each director and director-nominee of the
Company, (iii) the persons named in the Summary Compensation Table below and
(iv) all executive officers and directors of the Company as a group.
<TABLE>
<CAPTION>
Name and Address of
Beneficial
Owner or Identity of Amount and Nature Percent
Group of Beneficial Ownership(1) of Class(2)
-------------------- -------------------------- -----------
<S> <C> <C>
J.F. Shea Co., Inc.(3), ................ 7,853,890 20.4
655 Brea Canyon Road
Walnut, CA 91789
James O. Benouis(4), ................... 2,765,751 7.2
7608 Highway 71 West, Suites C & D
Austin, TX 78735
David G. Arscott(5), ................... 2,575,949 6.8
1550 El Camino Real, Suite 275
Menlo Park, CA 94025
Robert R. Anderson(6), ................. 1,333,991 3.5
6360 San Ignacio Avenue
San Jose, CA 95119
All executive officers and directors as
a group(7) (3 persons)................. 6,675,691 17.2
</TABLE>
--------
(1) Unless otherwise indicated below, each person or entity named in the table
has sole voting and sole investment power with respect to all shares shown
as beneficially owned, subject to community property laws where applicable.
(2) Percentage of ownership is based on 37,635,452 shares of Common Stock
outstanding on October 31, 2000.
(3) Includes 839,000 shares subject to warrants exercisable within 60 days of
October 31, 2000 held by J.F. Shea Co., Inc. ("JFSCI"), 7,258 shares held
by Peter O. Shea, Vice President and Director of JFSCI, and 7,258 shares
held by John F. Shea, President and Director of JFSCI. Also includes
459,258 shares held by the E&M RP Trust (of which Mr. Edmund H. Shea, Jr.,
Vice President and Director of JFSCI, is trustee).
(4) Includes 629,996 shares subject to options exercisable within 60 days of
October 31, 2000.
(5) Includes 811,274 shares and 67,568 shares subject to warrants exercisable
within 60 days of October 31, 2000 held by Compass Chicago Partners, L.P.,
88,142 shares and 13,514 shares subject to warrants exercisable within 60
days of October 31, 2000 held by Compass Management Partners, L.P. and
1,419,342 shares and 135,136 shares subject to warrants exercisable within
60 days of October 31, 2000 held by Compass Technology Partners, L.P. Mr.
Arscott is a General Partner of Compass Chicago Partners, L.P., Compass
Management Partners, L.P. and Compass Technology Partners, L.P. Mr. Arscott
disclaims beneficial ownership of the portion of the shares and warrants
that exceeds his proportionate interest in the limited partnerships. Also
includes 24,098 shares and 16,875 shares subject to options exercisable
within 60 days of October 31, 2000 held directly by Mr. Arscott.
(6) Includes 70,000 shares held in trusts of which Mr. Anderson is trustee,
including 12,500 shares held by the Robert K. Anderson Trust, 12,500 shares
held by the Sharon Davidson Trust, 10,000 shares held by the Steven
Davidson Trust and 35,000 shares held by the Timothy R. Anderson Trust.
Also includes 105,000 shares subject to warrants exercisable within 60 days
of October 31, 2000 and 245,416 shares subject to options exercisable
within 60 days of October 31, 2000 held directly by Mr. Anderson.
(7) Includes 892,287 shares subject to options exercisable within 60 days of
October 31, 2000 and 321,218 shares subject to warrants exercisable within
60 days of October 31, 2000.
2
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Company's directors are elected annually to serve until the next annual
meeting of shareholders and thereafter until their successors are elected and
are qualified. The Bylaws of the Company authorize a flexible number of
directors ranging from five to nine. Within this range, the authorized number
of directors is currently set at five. At the 1999 Annual Meeting of
Shareholders, four directors were elected to serve on the Company's Board of
Directors (the "Board") and there was one vacancy. In February 2000, David
Knight resigned from his position on the Board, and Robert R. Anderson has
indicated that he does not intend to stand for reelection to the Board at the
Annual Meeting. Management has nominated two persons for election as director,
therefore, unless additional persons are nominated and elected, there will be
three vacancies on the Board. Management is leaving the vacancies to be filled
by the Board with suitable candidates in the future, and believes that at least
one such candidate will be selected as soon as possible after the Annual
Meeting.
Unless otherwise directed by shareholders, the proxyholders will vote all
shares represented by proxies held by them for the election of the following
nominees. The Company is advised that all of the nominees have indicated their
availability and willingness to serve if elected. In the event that any nominee
becomes unavailable or unable to serve as a director of the Company prior to
the voting, the proxyholders will refrain from voting for the unavailable
nominee and will vote for a substitute nominee for the office of director as
the Board may recommend. If a quorum is present and voting, the four nominees
for director receiving the highest number of votes will be elected directors.
Abstentions and shares held by brokers that are present but not voted because
the brokers were prohibited from exercising discretionary authority, i.e.
"broker non-votes", will be counted as present for purposes of determining if a
quorum is present.
Directors/Nominees
The names of the nominees to the Board and their respective ages are as
follows:
<TABLE>
<CAPTION>
Name Age Director Since
---- --- --------------
<S> <C> <C>
James O. Benouis....................................... 32 April 1998
President and CEO
David G. Arscott(1)(2)................................. 56 June 1999
</TABLE>
--------
(1) Member of Audit Committee
(2) Member of Compensation Committee
James O. Benouis became President and Chief Operating Officer of the Company
in March 1998 and was appointed Chief Executive Officer in August 1998. Mr.
Benouis came to the Company from Quality I.C. Corporation ("QIC"), an
integrated circuit design services company based in Austin, Texas, which was
acquired by the Company in March 1998, where he was President from 1995 to
1998. While at QIC, his roles included project leadership for all IC design
projects, software enhancements and daily business operation management. He
holds a degree in Electrical Engineering from the University of Texas.
David G. Arscott is General Partner and Co-Founder of Compass Technology
Partners which invests in public and private technology companies. He began his
career with Citicorp Venture Capital Limited and in 1973 opened its West Coast
office. In 1978, Mr. Arscott co-founded Arscott Norton & Associates which
formed three venture capital funds. He is a director and past Chairman of Lam
Research Corporation and a director of Cyberstate University. He has formerly
served as President and Director of the Western Association of Venture
Capitalists. Mr. Arscott earned his B.A. degree from the College of Wooster and
his MBA from the University of Michigan.
3
<PAGE>
Board Meetings and Committees
The Board met one time during the fiscal year ended March 31, 2000. Each
director attended the meeting.
Standing committees of the Board include an Audit Committee and a
Compensation Committee. The Audit Committee recommends engagement of the
Company's independent accountants, reviews the scope of the audit, considers
comments made by the independent accountants and reviews the non-audit
services provided by the Company's independent accountants. During fiscal
2000, Robert R. Anderson, David G. Arscott, and David Knight served as members
of the Audit Committee and Robert R. Anderson and David G. Arscott are the
current members of the Audit Committee.
The Compensation Committee reviews and sets the level of cash and other
remuneration for the executive officers of the Company, subject to approval by
the Board. At various times during fiscal 2000, Robert R. Anderson, David G.
Arscott, and David Knight served as members of the Compensation Committee.
Robert R. Anderson and David G. Arscott are the current members of the
Compensation Committee.
PROPOSAL NO. 2
AMENDMENT TO 1988 STOCK OPTION PLAN
The 1988 Stock Option Plan (the "1988 Plan") was adopted by the Board on
May 16, 1988 and was approved by the Company's shareholders on August 23,
1988. The 1988 Plan initially provided for the issuance of options to purchase
up to 300,000 shares of Common Stock, plus any shares that were or that became
available for issuance under the Company's 1984 Employee Stock Option Plan,
which expired in August 1989. Options to purchase 375,976 shares became
available for issuance under the former 1984 Employee Stock Option Plan. To
the extent that any outstanding option under the 1988 Plan expires or
terminates prior to exercise in full, the shares of Common Stock for which
such option is not exercised become available for future grants under the 1988
Plan. An amendment to the 1988 Plan to increase by 320,000 the number of
shares reserved for issuance thereunder and to make certain changes required
by the California Department of Corporations was approved by the Board on
March 22, 1993 and by the Company's shareholders on August 26, 1993. An
amendment to the 1988 Plan to increase by 250,000 the number of shares
reserved for issuance thereunder was approved by the Board on May 16, 1994 and
by the Company's shareholders on September 8, 1994. An amendment to the 1988
Plan to increase by 500,000 the number of shares reserved for issuance
thereunder was approved by the Board on July 24, 1995 and by the Company's
shareholders on September 6, 1995. An amendment to the 1988 Plan to increase
by 1,000,000 the number of shares reserved for issuance thereunder was
approved by the Board on May 15, 1996 and by the Company's shareholders on
September 19, 1996. An amendment to extend the term of the 1988 Plan until May
16, 2008 and to increase by 1,000,000 the number of shares reserved for
issuance thereunder was approved by the Board on June 6, 1997 and by the
Company's shareholders on September 4, 1997. An amendment to the 1988 Plan to
increase by 2,000,000 the number of shares reserved for issuance thereunder
was approved by the Board on April 21, 1998 and by the Company's shareholders
on September 2, 1998. Accordingly, a total of 5,745,976 shares have been
reserved for issuance under the 1988 Plan and as of October 31, 2000, there
were 2,453,830 shares available for future grants under the 1988 Plan. As of
October 31, 2000, options to purchase 2,775,748 shares were outstanding under
the 1988 Plan, with exercise prices ranging from $0.135 to $6.50, a weighted
average exercise price of $0.3264, and expiration dates ranging from August 2,
2010 to August 7, 2010 and approximately 25 persons were eligible to
participate in the 1988 Plan.
In October 2000, the Board amended the 1988 Plan, subject to shareholder
approval, to eliminate the 250,000 shares per optionee annual limit. The Board
of Directors now seeks shareholder approval of the amendments to the Company's
1988 Plan to eliminate the 250,000 shares per optionee annual limit. The Board
believes that the ability to grant options for more than 250,000 shares under
the Plan will increase its ability to attract and retain highly qualified
management employees.
4
<PAGE>
Since each executive officer of the Company is eligible to participate in
the 1988 Plan, each such officer has a personal interest in the proposed
amendment to the 1988 Plan.
Vote Required and Board of Directors' Recommendation.
The affirmative vote of a majority of the votes present and entitled to vote
at the Annual Meeting of Shareholders, at which a quorum representing a
majority of all outstanding shares of Common Stock of the Company is present
and voting, either in person or by proxy, is required for approval of this
proposal. Abstentions and broker non-votes will each be counted as present for
purposes of determining the presence of a quorum. Abstentions will have the
same effect as a negative vote on this proposal. Broker non-votes will have no
effect on the outcome of this vote.
The Board of Directors believes that the proposed amendment to eliminate the
250,000 shares per optionee annual limit of the 1988 Stock Option Plan is in
the best interests of the shareholders and the Company for the reason stated
above. THEREFORE, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
APPROVAL OF THIS PROPOSAL TO ELIMINATE THE 250,000 SHARES PER OPTIONEE ANNUAL
LIMIT.
5
<PAGE>
EXECUTIVE COMPENSATION AND OTHER MATTERS
The following table sets forth information concerning the compensation paid,
for the years indicated below, to the person who served as the Company's Chief
Executive Officer during fiscal 2000. No other executive officer of the Company
received salary and bonus for fiscal 2000 of at least $100,000.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
-------------------- ------------------------------------
Other Annual All Other
Name and Principal Fiscal Salary Bonus Compensation Compensation
Position Year ($) ($) ($)(1) Options(#) ($)(2)
------------------ ------ ------- ----- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
James O. Benouis......... 2000 182,292 0 -- 1,500,000 8,125
President and 1999 175,000 0 -- 0 7,800
Chief Executive Officer 1998 14,583 0 -- 350,000 650
</TABLE>
--------
(1) Such Other Annual Compensation did not exceed the lesser of (i) $50,000 or
(ii) 10% of such executive officer's salary and bonus combined.
(2) All Other Compensation paid to the executive officer was comprised of auto
allowances.
Option Grants in Fiscal 2000
<TABLE>
<CAPTION>
Percent of
Total Options
Options Granted to Exercise
Granted Employees in Price Expiration
(shares)(#) Fiscal 2000 ($/Sh)(1) Date
----------- ------------- --------- ----------
<S> <C> <C> <C> <C>
James O. Benouis............... 250,000(2) 8% 0.1350 10/27/09
1,250,000(3) 49% 0.1350 10/27/09
</TABLE>
--------
(1) All options have an exercise price equal to the fair market value of the
Company's Common Stock on the date of grant.
(2) Incentive Stock Option granted under the Company's 1988 Stock Option Plan.
Options become exercisable as the underlying shares vest. 31,250 shares
vest monthly for 8 months commencing one month from date of grant, October
27, 1999. See also "Employment Agreements and Change-in-Control
Arrangements."
(3) Non-qualified Stock Option granted outside of the Company's 1988 Stock
Option Plan. Options become exercisable as the underlying shares vest.
31,250 shares vest monthly for 40 months commencing nine months from date
of grant, October 27, 1999. See also "Employment Agreements and Change-in-
Control Arrangements." The shares underlying this option are not registered
for resale under the Securities Act of 1933. However, the Company plans to
file a Registration Statement on Form S-8 to register the shares.
Fiscal Year End Option Values(1)
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal Year End(#) at Fiscal Year End($)
------------------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ------------- --------------- ----------- -------------
<S> <C> <C> <C> <C>
James Benouis...... 296,245 1,553,755 94,804 694,871
</TABLE>
--------
(1) There were no exercises of options to purchase the Company's Common Stock
by the persons named in the Summary Compensation Table during fiscal 2000.
The calculation of the value of unexercised in-the-money options at year end
is based on a per share fair market value of the Company's common stock equal
to $0.64 at March 31, 2000, the closing price on that date as reported by the
National Quotation Bureau's OTC Market Report. The Company's Common Stock is
traded on the OTC Bulletin Board.
6
<PAGE>
Director Compensation
Directors received no fee for serving as directors in fiscal 2000. Each of
the Company's non-employee directors is eligible to receive options under the
Company's 1990 Directors' Stock Option Plan, the terms of which are described
below.
Employment Agreements and Change-in-Control Arrangements
Under the Company's 1988 Stock Option Plan, in the event of a dissolution or
liquidation of the Company, a merger in which the Company is not the surviving
corporation, a transaction or series of transactions in which 50% or more of
the then outstanding voting stock is sold or otherwise transferred to a single
transferee or group of related transferees, or the sale of all or substantially
all of the assets of the Company, any or all outstanding options may be assumed
or replaced by the successor corporation, which assumption or replacement shall
be binding on all optionees. In the alternative, the successor corporation may
substitute equivalent options or provide substantially similar consideration to
optionees as was provided to shareholders (after taking into account the
existing provisions of the options). The successor corporation may also issue,
in place of outstanding shares of the Company held by the optionee,
substantially similar shares or other property subject to repurchase
restrictions no less favorable to the optionee.
Under the Company's 1990 Directors' Stock Option Plan, in the event of a
Transfer of Control (as defined in the Directors' Plan) of the Company, any
unexercisable or unvested portion of outstanding options will be immediately
exercisable and vested in full as of the date 10 days prior to the date of the
Transfer of Control. In addition, the Board of Directors of the Company, in its
sole discretion, may arrange for the acquiring corporation to either assume the
Company's rights and obligations under outstanding options or substitute
substantially equivalent options for the acquiring corporation's stock for
outstanding options. Any options which are neither assumed or substituted by
the acquiring corporation in connection with the Transfer of Control nor
exercised as of the date of the Transfer of Control will terminate and cease to
be outstanding as of the date of the Transfer of Control.
Certain Transactions
On October 13, 2000, the Company issued a Warrant Reduction Offer (the
"Offer") to investors who held warrants to purchase shares of SVR Common Stock
("Warrants") at an exercise price of $0.37 per share (the "$0.37 Warrants").
Under the Offer, such investors would be able to exercise the $0.37 Warrants at
a reduced price of either $0.175 per share or $0.155 per share. Investors who
exercised at the $0.155 price would be prohibited from selling the shares
acquired from the exercise for 60 days commencing from the exercise date.
Investors who exercised at the $0.175 price would have no restrictions on the
sale of the underlying shares. The Offer expired on Friday, October 20, 2000.
1,341,220 warrants were exercised at $0.155 per share and 248,729 warrants were
exercised at $0.175 per share, raising approximately $250,000. One
officer/director of the Company, one affiliate of a Company director and one
10% shareholder participated in the Offer as follows:
J.F. Shea Co., Inc., a 10% shareholder of the company, exercised
872,093 warrants at $0.155 per share.
Robert R. Anderson, an officer and director of the Company, exercised
77,629 warrants at $0.155 per share.
David G. Arscott, a director of the Company, exercised 113,367 warrants
at $0.155 per share for Compass Technology Partners, L.P., 55,228
warrants at $0.155 per share for Compass Chicago Partners, L.P. and
5,552 warrants at $0.155 per share for Compass Management Partners,
L.P. Mr. Arscott is a General Partner of Compass Technology Partners,
L.P., Compass Management Partners, L.P. and Compass Chicago Partners,
L.P.
7
<PAGE>
In June and July 1999, the Company undertook a subordinated debt financing
comprised of promissory notes ("Notes") and Warrants. The Notes are three-year
notes with an aggregate principal amount of $1,000,000, including second
closing Notes as described below. The Notes earn simple interest at a rate of
ten percent per year. The Company issued an aggregate of 8,000,000 Warrants at
$0.01 per Warrant, including second closing Warrants as described below. Each
Warrant will purchase one share of Common Stock at the exercise price of $0.125
per share, and has an expiration date of June 16, 2004.
This financing transaction was comprised of two closings. The first closing
took place on June 7, 1999. Five of the investors were 5% shareholders,
officers or directors at the time of the offering and participated in the
offering, as follows:
J.F. Shea Co., Inc., a 10% shareholder of the Company, purchased a
$250,000 Note and 2,000,000 Warrants.
Bay Area Micro-Cap Fund, L.P., a 10% shareholder of the Company,
purchased a $100,000 Note and 800,000 Warrants.
David G. Arscott, a director and 5% shareholder of the Company,
purchased a $50,000 Note and 400,000 Warrants for Compass Technology
Partners, L.P., and a $50,000 Note and 400,000 Warrants for Compass
Chicago Partners, L.P. Mr. Arscott is a General Partner of Compass
Technology Partners, L.P., and Compass Chicago Partners, L.P.
Roy L. Rogers, a 5% shareholder of the Company, purchased a $50,000
Note and 400,000 Warrants for the Rogers Family Trust.
Robert R. Anderson, an officer and director of the Company, purchased a
$50,000 Note and 400,000 Warrants.
The second closing was scheduled to close on July 15th, but the closing was
postponed until the Company reached a Workout Agreement through the Credit
Managers Association. The Workout Agreement was reached and the closing
occurred on September 24, 1999 Six of the investors in this closing were 5%
shareholders, officers or directors at the time of the offering and
participated in the offering, as follows:
J.F. Shea Co., Inc., a 10% shareholder of the Company, purchased a
$80,000 Note and 640,000 Warrants.
Bay Area Micro-Cap Fund, L.P., a 10% shareholder of the Company,
purchased a $60,000 Note and 480,000 Warrants.
David G. Arscott, a director and 5% shareholder of the Company,
purchased a $15,740.74 Note and 125,926 Warrants for Compass Technology
Partners, L.P., a $15,740.74 Note and 125,926 Warrants for Compass
Chicago Partners, L.P and a $5,925.92 Note and 47,407 Warrants for
Compass Management Partners, L.P. Mr. Arscott is a General Partner of
Compass Technology Partners, L.P., Compass Chicago Partners, L.P. and
Compass Management Partners, L.P.
Roy L. Rogers, a 5% shareholder of the Company, purchased a $25,000
Note and 200,000 Warrants for the Rogers Family Trust.
Robert R. Anderson, an officer and director of the Company, purchased a
$10,000 Note and 80,000 Warrants.
James O. Benouis, an officer and director of the Company, purchased a
$46,296.30 Note and 370,370 Warrants.
8
<PAGE>
Independent Public Accountants
Members of the firm of Moss Adams LLP, the Company's principal accountants
for the current fiscal year, and for the most recently completed fiscal year,
are invited to the Annual Meeting and are expected to attend. They will have an
opportunity, if they so desire, to make a statement and will be available to
respond to appropriate questions.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), 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 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 beneficial owners
are required by SEC regulations to furnish the Company with copies of all
reports they file under Section 16(a).
To the Company's knowledge, based solely on its review of the copies of such
reports furnished to the Company and written representation that no other
reports were required, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten-percent beneficial owners were
complied with during the fiscal year ended March 31, 2000 with the exception of
Form 4's for February 2000 for Robert R. Anderson, James O. Benouis, David G.
Arscott and J.F. Shea Co., Inc. that were filed with the SEC one day past the
due date.
Changes to Benefit Plan
The Company has proposed the approval of an amendment to the Company's 1988
Stock Option Plan to eliminate the 250,000 shares per optionee annual limit.
Grants under the 1988 Plan are made at the discretion of the Compensation
Committee or the Board of Directors. Accordingly, future grants under the 1988
Plan are not yet determinable.
9
<PAGE>
SHAREHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING
Proposals of shareholders intended to be presented at the next Annual
Meeting of the Shareholders of the Company must be received at the Company's
principal office not later than July 18, 2001, and satisfy the conditions
established by the Securities and Exchange Commission for shareholder proposals
to be included in the Company's proxy statement for that meeting. Notice of a
shareholder proposal not submitted for inclusion in the company's proxy
statement will be considered untimely if received after July 18, 2001.
OTHER BUSINESS
The Board does not presently intend to bring any other business before the
Meeting, and, so far as is known to the Board, no matters are to be brought
before the Meeting except as specified in the accompanying notice. As to any
business that may properly come before the Meeting, however, 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.
By Order of the Board of Directors
/S/ ROBERT R. ANDERSON
Robert R. Anderson
Chairman
Dated: November 15, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN,
DATE AND RETURN THE ACCOMPANYING PROXY PROMPTLY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.
10
<PAGE>
SILICON VALLEY RESEARCH, INC.
Annual Meeting Of Shareholders
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert R. Anderson or James O. Benouis, or
either of them, as proxies, with full power of substitution, to vote all shares
of Silicon Valley Research, Inc. (the "Company"), which the undersigned is
entitled to vote at the Annual Meeting of Shareholders to be held at the
Marriott Santa Clara, 2700 Mission College Boulevard, Santa Clara, California,
on Friday, December 15, 2000, at 11:00 a.m. Pacific Time, and at any adjournment
or postponement thereof, hereby ratifying all that said proxy or his substitute
may do by virtue hereof, and the undersigned authorizes and instructs said proxy
to vote as specified below.
The undersigned hereby acknowledges receipt of: (1) Notice of Annual Meeting of
Shareholders to be held on December 15, 2000, (2) the accompanying Proxy
Statement, and (3) the Annual Report of the Company for the fiscal year ended
March 31, 2000.
(Continued and to be dated and signed on the other side.)
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
SILICON VALLEY RESEARCH, INC.
December 15, 2000
The shares represented hereby will be voted as specified.
If no specification is made, such shares will be voted FOR proposals 1 and 2.
[X] Please mark your
votes as in this
example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
For Withheld Nominees:
1. Election of Directors [_] [_] James O. Benouis
David G. Arscott
For all nominees except as noted below.
_____________________________________________________________________________
For Against Abstain
2. To approve an amendment to the Company's 1988 [_] [_] [_]
Stock Option Plan
3. To transact such other business as may properly
come before the meeting or any adjournment thereof.
Mark here for change of address and note at left. [_]
Mark here if you plan on attending the annual meeting in person. [_]
Mark here if you do not plan on attending the annual meeting in person. [_]
Signature(s)____________________________________ Dated: ________________, 2000.
Note: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign
in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
