<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 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 240.14a-11(c) or 240.14a-12
HYTEK MICROSYSTEMS, INC.
------------------------
(Name of Registrant as Specified in its Charter)
------------------------
(Name of Person Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which the transaction applies:
-----------------------------------
(2) Aggregate number of securities to which the 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:
-----------------------------------
<PAGE>
HYTEK MICROSYSTEMS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 17, 1996
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Hytek
Microsystems, Inc. (the "Company"), a California corporation, will be held on
Friday, May 17, 1996 at 10:00 a.m., local time, in the Marsten Room at the Hyatt
Rickeys Hotel located at 4219 El Camino Real, Palo Alto, California, (telephone
number (415) 493-8000), for the following purposes:
1. To elect five (5) directors to serve for the ensuing year and
until their successors are elected.
2. To ratify the appointment of Ernst & Young, LLP as independent
auditors of the Company for the fiscal year ending December 28, 1996.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only shareholders of record at the close of business on March 18, 1996 are
entitled to notice of, and to vote at, the meeting and any adjournment thereof.
All shareholders are cordially invited to attend the meeting in person.
However, to ensure your representation at the meeting, you are urged to vote,
sign, date and return the enclosed Proxy as promptly as possible in the postage-
prepaid envelope enclosed for that purpose. Any shareholder attending the
meeting may vote in person even if he or she returned a Proxy.
By Order of the Board of Directors
/s/ Charles S. Byrne
CHARLES S. BYRNE, Secretary
Carson City, Nevada
April 8, 1996
<PAGE>
HYTEK MICROSYSTEMS, INC.
400 HOT SPRINGS ROAD
CARSON CITY, NEVADA 89706
PROXY STATEMENT
PROCEDURAL MATTERS
ANNUAL MEETING
The enclosed Proxy is solicited on behalf of Hytek Microsystems, Inc.
(the "Company" or "Hytek") for use at the Annual Meeting of Shareholders to be
held Friday, May 17, 1996 at 10:00 a.m., local time, or at any adjournment
thereof, for the purposes set forth herein and in the accompanying Notice of
Annual Meeting of Shareholders. The Annual Meeting will be held in the
Marsten Room at the Hyatt Rickeys Hotel, 4219 El Camino Real, Palo Alto,
California.
The Company's principal executive offices are located at 400 Hot Springs
Road, Carson City, Nevada 89706. Hytek's telephone number at that address is
(702) 883-0820.
These proxy solicitation materials and the Company's 1995 Annual Report to
Shareholders (consisting of a letter from the President and the Company's
Annual Report on Form 10-KSB for the fiscal year ended December 30, 1995,
without exhibits) were mailed on or about April 8, 1996 to all shareholders
entitled to vote at the meeting.
RECORD DATE; OUTSTANDING SHARES
Shareholders of record at the close of business on March 18, 1996 (the
"Record Date") are entitled to notice of and to vote at the meeting. At the
Record Date, 2,868,091 shares of the Company's Common Stock, no par value, were
issued and outstanding.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company a written
notice of revocation or a duly executed proxy bearing a later date or by
attending the meeting and voting in person.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The required quorum for the transaction of business at the Annual Meting
is a majority of the shares of Common Stock issued and outstanding on the
Record Date. Shares that are voted "FOR", "AGAINST" or "WITHHELD FROM" a
matter are treated as being present at the meeting for the purposes of
establishing a quorum and are also treated as shares "represented and voting"
at the Annual Meeting (the "Votes Cast") with respect to such matter.
While there is no definitive statutory or case law authority in California
as to the proper treatment of abstentions, the Company believes that
abstentions should be counted for the purposes of determining both (i) the
presence or absence of a quorum for the transaction of business and (ii) the
total number of votes cast with respect to a proposal (other than the election
of directors). In the absence of controlling precedent to the contrary, the
Company intends to treat abstentions in this manner. Accordingly, abstentions
will have the same effect as a vote against a proposal.
1
<PAGE>
Broker non-votes will be counted for the purposes of determining the
presence or absence of a quorum for the transaction of business, but will not
be counted for the purposes of determining the number of Votes Cast with
respect to the proposal on which the broker has expressly not voted. Thus, a
broker non-vote will not affect the outcome of the voting on a proposal.
VOTING AND SOLICITATION
Every shareholder voting in the election of directors may cumulate such
shareholder's votes and give one candidate a number of votes equal to the
number of directors to be elected (5) multiplied by the number of votes to
which the shareholder's shares are entitled, or distribute such shareholder's
votes on the same principle among as many candidates as the shareholder may
select, provided that votes cannot be cast for more than the number of
directors to be elected. However, no shareholder shall be entitled to cumulate
votes for a candidate unless such candidate's name has been properly placed in
nomination prior to the voting and in accordance with the procedures set forth
in the bylaws. Furthermore, no shareholder shall be entitled to cumulate votes
unless the shareholder, or any other shareholder, has given notice at the
meeting prior to the voting of the intention to cumulate the shareholder's
votes.
On all other matters, each share has one vote.
Under the bylaws of the Company, nominations for the election of directors
may be made by any shareholder entitled to vote in the election of directors,
but only if written notice of such shareholder's intent to make such
nominations has been received by the Company at its principal executive office
not less than 20 days nor more than 60 days prior to the meeting at which
directors are to be elected; provided, however, that in the event that less
than 30 days notice or prior public disclosure of the date of the meeting is
given or made to shareholders, notice by the shareholder to be timely must be
so received not later than the close of business on the tenth day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made. Such shareholder's notice shall set forth: (a) with
respect to each proposed nominee, the name, age, business and residence
address, principal occupation or employment, class and number of shares of
stock of the Company owned and any other information that is required to be
disclosed in solicitations of proxies for election of directors pursuant to
Regulation 14A of the Securities Exchange Act of 1934; and (b) with respect to
the shareholder giving the notice, the name, address and class and number of
shares of the Company that are beneficially owned by such shareholder. The
presiding officer of the meeting may refuse to acknowledge the nomination of
any person not made in compliance with the foregoing procedure.
The cost of soliciting proxies will be borne by the Company. The Company
will, in accordance with applicable regulations, reimburse brokerage firms and
other persons representing beneficial owners of shares for their expenses in
forwarding solicitation material to such beneficial owners. Proxies may also
be solicited by certain of the Company's directors, officers and regular
employees, without additional compensation, personally or by telephone or
telegram.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at next year's Annual
Meeting of Shareholders of the Company must be received at the principal
executive offices of the Company no later than December 9, 1996, in order to be
considered for possible inclusion in the proxy statement and form of proxy
relating to that meeting.
2
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
NOMINEES FOR DIRECTOR
A Board of five directors is to be elected at the meeting. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for the Company's five nominees named below, all of whom are currently
directors of the Company. In the event that any Company nominee is unable or
declines to serve as a director at the time of the 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 proxy holders intend to vote all proxies received by
them in such a manner, in accordance with cumulative voting, as will ensure the
election of as many of the nominees listed below as possible. In such event,
the specific nominees for whom such votes will be cumulated will be determined
by the proxy holders. It is not expected that any nominee will be unable or
will decline to serve as a director.
The following table sets forth certain information as of the Record Date
with respect to each director:
<TABLE>
<CAPTION>
Name Director Since Age
- ---- -------------- ---
<S> <C> <C>
Shou-Chen Yih....... 1976 61
Charles S. Byrne.... 1994 51
Robert Boschert..... 1990 59
Edward W. Moose..... 1988 66
Edward Y. Tang...... 1990 56
</TABLE>
Mr. Yih, who was elected Chairman of the Board of Directors of the Company
in October 1990, has been self-employed as a real estate investor for more than
the last five years.
Mr. Byrne has served as Chief Financial Officer and Secretary of the
Company since October 1990. He was elected President and Chief Executive
Officer and a Director of the Company effective September 1, 1994. Mr. Byrne
served as Director of Finance for the Company between January 1988 and October
1990. Between July 1987 and January 1988, he was acting Controller of Topaz
Semiconductor, Inc., a wholly-owned subsidiary of the Company during that
period. Prior to that, Mr. Byrne had 20 years experience as a chief financial
officer, division controller and cost accountant in the aerospace, electronics
and scientific instrument industries.
Mr. Boschert, who was the founder of Boschert, Inc., a developer and
manufacturer of low-cost volume usage switch mode power supplies, retired from
the Board of Directors of that company in 1984 and has traveled extensively
since then. From June 1986 until June 1988, Mr. Boschert served as an
independent consultant to Unison Technology, a manufacturer of uninterrupted
power supplies.
Mr. Moose has been President of E. M. Moose, Inc., a restaurant operating
firm, since May 1992. From April 1991 through April 1992, Mr. Moose served as
a private consultant in the restaurant industry. From September 1973 through
March 1991, Mr. Moose served as President and Chief Executive Officer of
Washington Square Park Corporation, a restaurant operating firm.
3
<PAGE>
Mr. Tang is a founder of Answer Software Company, a developer of database
products and applications for computers that was founded in 1982, and has
served as President, Chief Executive Officer and a director of such company
since its formation.
All directors will hold office until the next annual meeting of
shareholders of the Company (or until the effectiveness of their resignation or
removal from the Board of Directors) and until their successors have been
elected and qualified. There are no family relationships among the directors
and officers of the Company.
VOTE REQUIRED
The five nominees receiving the highest number of affirmative votes of the
shares entitled to be voted for them shall be elected as directors. Votes
withheld from any director are counted for purposes of determining the presence
or absence of a quorum, but have no other legal effect under California law.
RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
PROPOSED SLATE OF DIRECTORS.
SECURITY OWNERSHIP
The following table sets forth certain information, as of the Record Date,
with respect to ownership of the Company's Common Stock by each director, by
each executive officer named in the Summary Compensation Table, by all current
directors and officers of the Company as a group, and by each person known to
the Company to be the beneficial owner of more than five percent (5%) of the
Company's outstanding Common Stock:
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned (1)
----------------------
Name and Address of Beneficial Owner Number of Shares Percent of Total
- ------------------------------------ ---------------- ----------------
<S> <C> <C>
Allen & Company Incorporated ("ACI")
and affiliates................. 796,302(2) 27.8%
711 Fifth Avenue
New York, New York 10022
Norman J. Mercer....................... 260,000(3) 9.1%
PO Box 959
East Hampton, New York
11937
Shou-Chen Yih.......................... 221,400(4) 7.7%
930 Cumberland Court
Foster City, California
4
<PAGE>
Charles S. Byrne....................... 73,000(5) 2.5%
Robert Boschert........................ 20,000(6) *
Edward W. Moose........................ 18,500(7) *
Edward Y. Tang......................... 15,000(8) *
All current officers and directors
as a group (6 persons)................. 404,900(4)(5) 13.4%
(6)(7)
(8)(9)
*Less than one percent
</TABLE>
(1) The persons named in the table have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by them
(subject to community property law, where applicable), except as otherwise
noted in the footnotes to this table.
(2) Represents (a) the number of shares reported in Amendment No. 5 to Schedule
13D dated June 16, 1989 filed by ACI and its affiliates and (b) 10,000
shares acquired by Paul A. Gould, an affiliate of ACI, subsequent to the
filing of Amendment No. 5, the acquisition of which was orally confirmed by
Paul A. Gould on March 17, 1992, but which shares have not been included in
a subsequent amendment to Schedule 13D. Includes shares beneficially owned
by the following persons, each of whom has sole voting and investment power
with respect to the shares beneficially owned by such person: (i) ACI,
which holds 589,365 shares (20.5%) (all of such shares are indirectly owned
by Allen Holding Inc. ("Holding")); (ii) Paul A. Gould, who is a Managing
Director and an officer of ACI and Holding and who holds 189,455 shares
(6.6%); (iii) Thalia V. Crooks, who is a director and an officer of ACI and
Holding; (iv) John M. Simon, who is a Managing Director and officer of ACI
and Holding; (v) Denise Calvo, who is a director and an officer of ACI and
Holding; (vi) Susan Kathleen Wilson; and (vii) the estate of a deceased
former officer of ACI and Holding.
(3) As reported in Amendment No. 2 to Schedule 13D dated April 8, 1992 filed by
Norman J. Mercer.
(4) As reported in Amendment No. 8 to Schedule 13G dated January 20, 1994 filed
by Shou-Chen Yih. Includes 15,000 shares issuable upon exercise of options
held by Mr. Yih, which options are exercisable within 60 days of the Record
Date.
(5) Includes 50,000 shares issuable upon exercise of options held by Mr. Byrne,
which options are exercisable within 60 days of the Record Date.
(6) Includes 15,000 shares issuable upon exercise of options held by Mr.
Boschert, which options are exercisable within 60 days of the Record Date.
(7) Includes 15,000 shares issusable upon exercise of options held by Mr.
Moose, which options
are exercisable within 60 days of the Record Date.
(8) Represents shares issuable upon exercise of options held by Mr. Tang, which
options are exercisable within 60 days of the Record Date.
5
<PAGE>
(9) Includes 50,000 shares issuable upon exercise of options held by one non-
director executive officer of the Company, which options are exercisable
within 60 days of the Record Date.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16 (a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of the
Company's Common Stock, to file initial reports of ownership of the Company's
securities on Form 3 and changes in ownership on Form 4 or 5 with the
Securities and Exchange Commission (the "SEC"). Such officers, directors and
10% shareholders are also required by SEC rules to furnish the Company with
copies of all Section 16 (a) forms that they file. Based solely on its review
of the copies of such forms received by it, or written representations from
certain reporting persons, the Company believes that, during the last fiscal
year, all Section 16(a) filing requirements applicable to its officers,
directors and 10% shareholders were complied with, with the exception that Jon
Presnell reported one transaction late.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of five meetings during
the fiscal year ended December 30, 1995 (the "Last Fiscal Year"). The Board of
Directors has an Audit Committee and a Compensation Committee. There is no
nominating committee or committee performing the functions of a nominating
committee.
The Audit Committee recommends engagement of the Company's independent
public accountants, reviews the scope of the audit, considers comments made by
the independent public accountants with respect to accounting procedures and
internal controls and the consideration given thereto by the Company, reviews
internal accounting procedures and controls with the Company's financial and
accounting staff and reviews non-audit services provided by the Company's
independent public accountants. This Committee, currently consisting of
Messrs. Yih and Tang, held one meeting during the Last Fiscal Year.
The Compensation Committee reviews and approves the Company's executive
compensation and administers the Company's 1981 Incentive Stock Option Plan and
1991 Stock Option Plan with respect to the Company's officers and directors.
This Committee, currently consisting of Messrs. Boschert and Moose, held one
meeting during the Last Fiscal Year.
During the Last Fiscal Year, each director attended at least 75% of the
aggregate of all meetings of the Board of Directors and the committees, if any,
upon which such director served.
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Position Age
- ---- -------- ---
<S> <C> <C>
Charles S. Byrne President, Chief Executive Officer,
Chief Financial Officer and Secretary 51
Jon B. Presnell Vice-President and General Manager, Custom Products 45
</TABLE>
6
<PAGE>
Mr. Presnell has been an employee of the Company since 1980. During that time
he has served as General Manager of the Carson City facility and as Director
of Sales and Marketing for the Company. Prior to joining Hytek, Mr. Presnell
was employed as an Electrical Engineer for Texas Instruments, Inc.
EXECUTIVE COMPENSATION
The following tables set forth certain information for the Last Fiscal
Year as to the only executive officer of the Company whose compensation is
reportable under current requirements of the S E C ( the "Named Executive
Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Long-Term Compensation
Compensation Awards
------------ ----------------------
Name and Securities Underlying
Principal Position Year Salary ($) Options (#)
- ---------------------------------- ------------- ----------------------
<S> <C> <C> <C>
Charles S. Byrne
President, Chief Executive
Officer, Chief Financial
Officer and Secretary 1995 $69,719 50,000 (1)
1994 $66,555 0
1993 $57,467 0
</TABLE>
(1) In February 1995, the Compensation Committee amended the outstanding
options held by Charles S. Byrne and Jonathan B. Presnell, executive officers
of the Company, each to purchase 50,000 shares of Common Stock at an exercise
price of $0.375 per share, in order to extend the term of such five-year
options to ten years. Accordingly, such options, as amended, shall now expire
in October 2000 instead of October 1995. Neither of such options were
in-the-money on the date of the extension.
The following table sets forth information regarding options granted to
the Named Executive Officer during the Last Fiscal Year:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
<TABLE>
Number of Percent of
securities total options/
underlying SARs granted Exercise or
options/SARs to employees base price Expiration
Name granted (#) in fiscal year ($/share) date
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Charles S. Byrne 50,000 (1) 37.0% $0.375 10/24/00
</TABLE>
(1) See footnote (1) to the Summary Compensation Table. This option is
exercisable in full.
7
<PAGE>
The following table sets forth the value of all unexercised stock options
held by the Named Executive Officer at the end of the Last Fiscal Year:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value ofUnexercised
Underlying Unexercised In-the-Money Options
Options at FY-End (#) at FY-End ($)
---------------------- --------------------
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Charles S. Byrne 0 0 75,000 / 0 (1) $142,750 / 0
</TABLE>
(1) Includes (i) an Employee Incentive Stock Option to purchase 50,000 shares
of Common Stock at the exercise price of $0.375 per share (fair market value at
the date of grant) that is fully exercisable and that expires October 24, 2000,
and (ii) an Employee Incentive Stock Option to purchase 25,000 shares of Common
Stock at the exercise price of $0.47 per share (fair market value at the date
of grant) that is fully exercisable at fiscal year end and was subsequently
exercised on February 26, 1996. The average of the last available bid and ask
prices on December 30, 1995 was $2.31 per share.
DIRECTORS' COMPENSATION
Each director of the Company who is not an employee (currently four
persons) receives a fee of $1,000 per calendar quarter for service on the Board
of Directors and attendance at all board meetings. In addition, the
non-employee directors participate in the 1991 Directors' Stock Option Plan and
received option grants thereunder in February 1991.
DIRECTORS' OPTION PLAN
The Company's 1991 Directors' Stock Option Plan (the "Directors' Plan")
was adopted by the Board of Directors in February 1991 and approved by the
shareholders in May 1991. A total of 100,000 shares of Common Stock are
reserved for issuance thereunder.
Options granted under the Directors' Plan are nonstatutory options. Only
directors of the Company who are not employees of the Company ("Outside
Directors") are eligible to be granted options under the Directors' Plan. The
exercise price of options granted under the Directors' Plan is 100% of the fair
market value of the Common Stock on the date of grant. Options granted under
the Directors' Plan have a term of ten years from the date of grant.
Each Outside Director who was serving as such on the date of adoption by
the Board of Directors of the Directors' Plan received an automatic grant on
such date of an option to purchase 15,000 shares of Common Stock. Each person
who becomes an Outside Director subsequent to the date of adoption of the
Directors' Plan will also receive an automatic grant of an option to purchase
15,000 shares of Common Stock on the date of his or her appointment or election
to the Board. Options granted under the Directors' Plan become exercisable
cumulatively with respect to 5,000 shares on the first, second and third
anniversaries of the date of grant.
An option to purchase 15,000 shares at an exercise price of $0.1875 per
share was automatically granted under the Directors' Plan to each of directors
Yih, Boschert, Moose and Tang during fiscal 1991. Such options expire in
February 2001. None of such options have been
8
<PAGE>
exercised as of December 30, 1995. On February 22, 1996, Director Edward W.
Moose fully exercised his 15,000 share option for a net realized value of
$45,938.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst & Young as independent auditors
to examine the financial statements of the Company for the year ending December
28, 1996. If the shareholders, by the affirmative vote of a majority of the
Votes Cast at the Annual Meeting, do not vote to retain Ernst & Young, the
selection of independent auditors will be reconsidered by the directors.
Ernst & Young ( or its predecessor, Arthur Young & Company) has examined
the financial statements of the Company for 1979 and subsequent years. It is
anticipated that a representative of Ernst & Young will be present at the
Annual Meeting with the opportunity to make a statement and to respond to
appropriate questions.
RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS INDEPENDENT AUDITORS.
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting.
However, if any other matters properly come before the meeting, it is the
intention of the persons named in the enclosed proxy card to vote the shares
they represent as the Board of Directors may recommend.
Under the Company's bylaws, in order for a matter to be deemed properly
presented, notice must be delivered to, or mailed and received by, the Company
not less than 60 days nor more than 90 days prior to the Annual Meeting. If
however, less than 50 days notice or prior public disclosure of the date of the
Annual Meeting has been given, notice by the shareholder must be received by
the Company not later than the close of business on the tenth day following the
date on which notice of the Annual Meeting was mailed or publicly disclosed.
The shareholder's notice must set forth, as to each proposed matter, a brief
description of the matter and reason for conducting such business at the
meeting, the name and address of such shareholder proposing such business as
they appear on the Company's books, the number of shares beneficially owned by
the shareholder, any material interest of the shareholder in such proposal, and
any other information that would have been required pursuant to Regulation 14A
promulgated under the Exchange Act if such shareholder had requested inclusion
of such proposal in the Company's proxy materials.
9
<PAGE>
ANNUAL REPORT ON FORM 10-KSB
Hytek is a "small business issuer" within the meaning of Item 10 (a) (1)
of Regulation S-B. Accordingly, the Company is complying with the executive
compensation disclosure requirements applicable to small business issuers
(adopted by the SEC on October 15, 1992) in this year's proxy statement.
A copy of the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 30, 1995 (the "1995 Form 10-KSB") and the President's Letter to
the Shareholders dated April 8, 1996, which together comprise the Company's
1995 Annual Report to Shareholders, is being delivered herewith. COPIES OF THE
1995 FORM 10-KSB (WITHOUT EXHIBITS) MAY BE OBTAINED AT NO CHARGE UPON REQUEST
TO: CHARLES S. BYRNE, SECRETARY, HYTEK MICROSYSTEMS, INC., 400 HOT SPRINGS
ROAD, CARSON CITY, NEVADA 89706.
By Order of the Board of Directors
/s/ Charles S. Byrne
CHARLES S. BYRNE, Secretary
April 8, 1996
Carson City, Nevada
