<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 Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
SUPERTEX, INC.
- -----------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(j)(2).
[_] $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:
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(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:
----------------------------------------------------------------
- -------------------
*Set forth the amount on which the filing fee is calculated and
state how it was determined.
[_] 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:
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(4) Date Filed:
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<PAGE>
SUPERTEX, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
August 2, 1996
To the Shareholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders
of Supertex, Inc., a California corporation (the "Company"),
will be held on Friday, August 2, 1996 at 10:00 a.m., local
time, at the principal offices of the Company located at 1235
Bordeaux Drive, Sunnyvale, California 94089, for the following
purposes, as more fully described in the Proxy Statement
accompanying this Notice:
1. To elect directors to serve for the ensuing year and until
their successors are elected.
2. To ratify the appointment of Coopers & Lybrand L.L.P. as
independent accountants of the Company for fiscal year 1997.
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Only shareholders of record at the close of business on June 8,
1996 are entitled to vote at the meeting.
All shareholders are cordially invited to attend the meeting in
person. However, to ensure your representation at the meeting,
you are urged to mark, sign, date and return the enclosed proxy
card as promptly as possible in the enclosed postage-prepaid
envelope. Any shareholder attending the meeting may vote in
person even if such shareholder returned a proxy.
BY ORDER OF THE BOARD OF DIRECTORS
[SIG]
Benedict C.K. Choy
Secretary
Sunnyvale, California
July 1, 1996
<PAGE>
SUPERTEX, INC.
PROXY STATEMENT
SOLICITATION OF PROXY, REVOCABILITY AND VOTING
General
The enclosed Proxy is solicited on behalf of the Board of
Directors of Supertex, Inc., a California corporation (the
"Company"), for use at the 1996 Annual Meeting of Shareholders
to be held on August 2, 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.
Only shareholders of record at the close of business on June 8,
1996 (the "Record Date") are entitled to notice of and to vote
at the meeting. At the Record Date, 11,986,711 shares of the
Company's Common Stock, no par value, were issued and
outstanding.
The Annual Meeting will be held at the principal offices of the
Company located at 1235 Bordeaux Drive, Sunnyvale, California
94089. The Company's telephone number at that address is (408)
744-0100.
These proxy solicitation materials were mailed on or about July
1, 1996 to all shareholders entitled to vote at the meeting.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by
the person giving it at any time before its use (i) by
delivering to the Secretary of the Company a written notice of
revocation or a duly executed proxy bearing a later date or (ii)
by attending the meeting and voting in person.
Voting and Solicitation
Every shareholder voting at 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
multiplied by the number of votes to which the shareholder's
shares are entitled, or distribute the shareholder's votes on
the same principle among as many candidates as the shareholder
thinks fit, provided that votes cannot be cast for a greater
number of candidates than the number of directors to be elected.
However, no shareholder shall be entitled to cumulate votes
unless the candidate's name has been placed in nomination prior
to the voting and 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.
An automated system administered by the Company's transfer
agent, Boston EquiServe, tabulates the votes. Abstentions and
broker non-votes are each included in the determination of the
number of shares present and voting at the Annual Meeting and
the presence or absence of a quorum. The required quorum is a
majority of the shares outstanding on the Record Date. For
purposes of determining whether a proposal presented to
shareholders has been approved, abstentions are counted in
tabulations of the votes cast, whereas broker non-votes are not
counted in such tabulations.
The Company will bear the entire cost of preparing, assembling,
printing and mailing this Proxy Statement. In addition, the
Company may reimburse brokerage firms and other persons
representing beneficial owners of shares for their expenses in
forwarding solicitation materials to such beneficial owners.
Proxies may also be solicited personally or by telephone or by
fax by certain of the Company's directors, officers, and regular
employees - such persons will not receive additional
compensation for such solicitation.
<PAGE>
Deadline for Receipt of Shareholder Proposals
Proposals of security holders of the Company which are intended
to be presented by such shareholders at he Company's Annual
Meeting for fiscal 1997 must be received by the Company no later
than March 3, 1997 in order that they may be included in the
proxy statement and form of proxy relating to that meeting.
PROPOSAL 1: ELECTION OF DIRECTORS
Nominees
A board of five (5) directors is to be elected at the meeting.
Currently the board consists of five (5) directors. Unless
otherwise instructed, the proxy holders will vote the proxies
received by them for the Company's five nominees named below.
The five nominees receiving the highest number of affirmative
votes of the shares entitled to be voted will be elected as
directors of the Company. In the event that any nominee of the
Company declines or is unable 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 present Board of Directors to
fill the vacancy. It is not expected that any nominee will
decline or will be unable to serve as a director. 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 as will ensure the election of as many of the
nominees listed below as possible, and, in such event, the
specific nominees to be voted for will be determined by the
proxy holders. The term of office of each person elected as a
director will continue until the next Annual Meeting of
Shareholders and until such person's successor has been elected
and qualified. The names of the nominees and certain information
about them are set forth below.
<TABLE>
<CAPTION>
Director
Name of Nominee Age Principal Occupation Since
<S> <C> <C> <C>
Henry C. Pao 58 President/Principal 1976
Executive and Financial
Officer of the Company
Yunni Pao 81 Industrialist and 1976
Financier
Benedict C.K. Choy 50 Senior Vice President, 1986
Technology Development
of the Company
Frank C. Pao 50 President and Chief 1987
Executive Officer,
Business Systems
Technology Corporation
Richard E. Siegel 50 Executive Vice President 1988
of the Company
</TABLE>
Each of the nominees has been engaged in his principal
occupation set forth above during the past five years. There is
no family relationship between any director, nominee or
executive officer of the Company, except that Yunni Pao is the
father of Henry C. Pao and Frank C. Pao.
Dr. Henry C. Pao was a founder of Supertex and has served as
President, Principal Executive and Financial Officer and as a
director since its formation in 1976.
Yunni Pao is an industrialist and financier. He was a founder
of the Company and has been a director since 1976.
Benedict C.K. Choy, a founder of the Company, joined in 1976 as
Vice President, Device Technology and Process Development and
has been Senior Vice President, Technology Development since
1988. Mr. Choy is also the Corporate Secretary of the Company.
Frank C. Pao has been the President and CEO of Business Systems
Technology Corporation in Poughkeepsie, New York, since 1986.
Richard E. Siegel joined the Company in 1981 as National Sales
Manager and has been Executive Vice President since 1988.
<PAGE>
Board Meetings and Committees
The Board of Directors of the Company held a total of two
meetings during the fiscal year ended March 30, 1996. All
directors attended every meeting during such fiscal year.
The Board of Directors has an Audit Committee, a Compensation
Committee, and an Executive Stock Option Committee. The Board
has no special nominating committee or any committee performing
similar functions of such committee. Any member of the Board
can make nominations.
The Board of Directors recommends that shareholders vote for
reelection of the above-named directors to the Board of the
Company.
Audit Committee
The Audit Committee consists of two outside directors, Yunni
Pao and Frank Pao, and Benedict Choy, an inside director who has
no influence on and is not involved in the Company's financial
matters. The principal functions of the Audit Committee are (1)
to monitor corporate financial reporting and the internal and
external audits of the Corporation (2) to review and evaluate
the Company's internal control structure, and (3) to nominate
independent public accountants and approve the services
performed by such auditors. The Audit Committee held a total of
one meeting in fiscal year 1996, and such meeting was attended
by all Audit Committee members.
Compensation Committee
The Compensation Committee, consists of Yunni Pao, Henry C.
Pao, and Benedict Choy. The Compensation Committee is
responsible for making recommendations to the Board of Directors
with respect to all cash-based compensation of the executive
officers of the Company and all stock compensation of employees
other than the executive officers. It also serves as an
administrator of the Company's employee stock option plans. The
Compensation Committee held one meeting in fiscal year 1996, and
such meeting was attended by all Compensation Committee members.
Compensation Committee Interlocks and Insider Participation
Benedict Choy and Henry C. Pao serve on the Compensation
Committee and are also officers of the Company. Yunni Pao, the
father of Henry Pao and Frank Pao, is a member of the Company's
Compensation Committee.
Executive Stock Option Committee
The Executive Stock Option Committee, consisting of Yunni Pao
and Frank Pao, serves as an administrative arm of the Board of
Directors to authorize the grant of stock options under the
Company's 1991 Stock Option Plan to officers and directors of
the Company eligible to receive options under such Plan.
<PAGE>
Report of the Compensation Committee and Executive
Stock Option Committee of the Board of Directors
The Compensation Committee of the Board of Directors is
generally responsible for reviewing compensation and benefits of
executive officers of the Company; except for the stock options
to executive officers and directors of the Company, for which
the Executive Stock Option Committee is responsible.
The Company applies a consistent philosophy of compensation
for all employees, including its executive officers. This
philosophy is based on the premise that the achievements of the
Company result from the coordinated efforts of all individuals
working toward common objectives. The Company strives to
achieve those objectives through teamwork that is focused on
meeting the defined expectations of customers and shareholders.
Compensation Philosophy. The goals of these committees are to
align executive compensation with business objectives and
performance, and to enable the Company to attract, retain and
reward executive officers who contribute to the long-term
success of the Company. The Company's compensation program for
executive officers is based on the same four principles
applicable to compensation decisions for all employees of the
Company:
*The Company pays competitively. The Company is committed to
providing a compensation program that helps attract and retain
the best people in the industry. To ensure that pay is
competitive, the Company reviews the compensation practices of
other companies of similar size and sales volume within the
semiconductor industry, most of which are included in the Nasdaq
Electronic Component Index.
*The Company pays for relative sustained performance. Officers
are rewarded based upon corporate performance, product line
performance and individual performance. Corporate performance
and product line performance are evaluated by reviewing the
extent to which strategic and business plan goals are met,
including such factors as operating profit, performance relative
to competitors and timely new product introductions. Individual
performance is evaluated by measuring organization progress
against set objectives.
*The Company strives for fairness in the administration of
compensation. The Company strives to achieve a balance with
respect to compensation paid to the executives within the
Company and in comparable companies. The Company also believes
that the contributions of each member of the executive staff are
vital to the success of the Company. As such, the Compensation
Committee's current policy is that the CEO's base compensation
does not have any bearing on the base compensation of the other
officers. Similarly, any employee may receive a base
compensation higher than his/her supervisor due to the
particular higher technical skills required in the subordinate
position.
*The Company believes that employees should understand the
performance evaluation and compensation administration process.
At the beginning of each focal review period in July, annual
objectives for the Company are set for each officer. The CEO
gives ongoing feedback on performance to each officer. Within
90 days after the end of the fiscal year, the committees
evaluate the accomplishments of the key objectives, which
affects decisions on merit increases and stock option grants.
Compensation Components. The Company's compensation program,
which consists of cash- and equity-based compensation, allows
the Company to attract and retain highly skilled officers,
provide useful products and services to customers, enhance
shareholder value, motivate technological innovation and
adequately reward its executive officers and other employees.
The components are:
Cash-Based Compensation:
Salary. The Compensation Committee sets base salary for
officers by reviewing the compensation levels for competitive
positions in the market. Based on comparative data, officers
were compensated within the low-to-middle salary range levels
during fiscal 1996. Executive officers of the Company largely
met their individual goals and the Company's overall performance
set for them in fiscal 1996.
<PAGE>
Profit-Sharing Bonus. The Company has a semiannual profit-
sharing plan under which it distributes to all employees,
including executive officers, ten percent of its operating
profits before taxes and other adjustments. The Company
believes that all employees share the responsibility of
achieving profits. Accordingly, it awards a bonus to all
employees based on a formula which includes employment grade
level, seniority with the Company, and employee performance
including attendance. As of July 1, 1996, the Company has made
seventeen consecutive semiannual profit-sharing distributions.
Equity-Based Compensation:
Stock Option Grants. Stock options provide additional
incentives to officers, directors, and certain management and
technical employees to work to maximize stockholder value. The
options vest over a defined period to encourage such employees
to continue in the employ of the Company. In line with its
compensation philosophy, the Company grants stock options
commensurate with the employee's potential contribution to the
Company, measured by his qualifications and previous work
performance. Stock options were granted to various offers,
management or technical employees in fiscal year 1996 for
performance and promotions of existing employees, and as a part
of the employment compensation package for new employees.
- The Compensation Committee
Yunni Pao Henry C. Pao
Benedict C. K. Choy
Compensation of Directors
Cash Compensation. The Company currently pays cash compensation
to its outside Directors for serving on the Board or committees
of the Board in an amount of $500 for each Board meeting attended
in person not via telephone. The Company also reimburses all
outside Directors for travel and other necessary out-of-pocket
expenses incurred in the performance of their services as
directors.
Certain Transactions: Lease with Company Director
The manufacturing facility of the Company is leased under a
five-year operating lease, that expired in February 1996, from
Fortuna Realty, a corporation owned by Yunni Pao, one of the
Company's directors. The lease provided a five year option with
the same terms, which was exercised. Rental expense was
approximately $259,000, $317,000 and $310,000 (net of sublease
income of $87,000, $21,000, $25,000) in fiscal 1996, 1995 and
1994 respectively. Future estimated rental payments are
$350,800 before sublease income for fiscal 1997.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the beneficial ownership of
Common Stock of the Company as of June 8, 1996 (i) by each
person who is known by the Company to own beneficially more than
5% of the Company's Common Stock, (ii) by each of the Company's
directors, (iii) by each of the Company's five most highly
compensated executive officers and (iv) by all directors and
executive officers as a group:
<PAGE>
<TABLE>
<CAPTION>
Directors, Officers and 5% Stockholders Shares Beneficially Owned(1)
- --------------------------------------- ----------------------------------------
Number of Shares Percentage of Total
---------------- -------------------
<S> <C> <C>
Dimensional Fund Advisors Inc. 783,100 (2) 6.56%
1299 Ocean Ave., 11th Floor
Santa Monica, California 90401
Henry C. Pao 1,671,950 (3) 14.01%
Supertex, Inc.
1225 Bordeaux Dr.
Sunnyvale, California 94089
Yunni Pao 1,670,552 (4) 14.00%
Oriental Textile, Ltd.
Rm. 906B, Alexandra House
No. 16-20 Chater Road, Hong Kong
Frank C. Pao 980,000 8.21%
Business Systems Technology Corp.
330 Manchester Rd.
Poughkeepsie, New York
Benedict C.K. Choy 218,160 (5) 1.83%
Michael Bond 45,700 (6) (8)
All Directors and Officers as a
group (8 persons) 5,376,662 (7) 38.45%
--------------------------
<FN>
(1) Except as indicated in the footnotes to this table, and
pursuant to applicable community property laws, 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.
(2) Based on a filing pursuant to Section 13(g) of the
Securities and Exchange Act of 1934, as amended, Dimensional
Fund Advisors Inc., ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 630,100
shares of the Company's Common Stock as of December 31, 1995,
all of which shares are held in portfolios of DFA Investment
Dimensions Group Inc., a registered open-end investment company,
or in series of the DFA Investment Trust Company, a Delaware
business trust, or the DFA Group Trust and DFA Participation
Group Trust, investment vehicles for qualified employee benefit
plans, all of which Dimensional Fund Advisors Inc. serves as
investment manager. Dimensional disclaims beneficial ownership
of all such shares.
(3) Includes (i) 75,000 shares of Common Stock held of record by
Dr. Henry C. Pao's wife, (ii) 9,100 shares of Common Stock held
of record by his daughter, (iii) 9,100 shares of Common Stock
held of record by his son, (iv) 728,000 shares held in trust for
the benefit of Dr. Henry C. Pao's children.
(4) Registered under Push, Inc., a British Virgin Islands
investment corporation under the sole directorship of Yunni Pao.
Based on a filing pursuant to Section 13(d) of the Securities
and Exchange Act of 1934, as amended, Push Inc. holds sole
voting and dispositive power for all the shares.
(5) Includes options held by Mr. Choy to purchase 5,500 shares
of Common Stock exercisable within 60 days of June 8, 1996.
(6) Includes options held by Mr. Bond to purchase 5,100 shares
of Common Stock exercisable within 60 days of June 8, 1996.
(7) Includes 10,600 shares issuable upon exercise of
outstanding options exercisable within sixty (60) days of June
8, 1996.
(8) Less than 1%.
</TABLE>
<PAGE>
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 (the
"Exchange Act") requires the Company's officers and directors,
and persons who own more than 10% of the Company's Common Stock
to file with the Securities and Exchange Commission ("SEC") and
the National Association of Securities Dealers ("NASD") initial
reports of ownership on Form 3 and changes in ownership on Form
4 or 5. Such officers, directors and 10% stockholders are also
required by SEC rules to furnish the Company with copies of all
Section 16(a) forms they file.
Based solely on its review of the copies of such forms received
by it, or written representations from certain reporting persons
that no Forms 5 were required for such persons, the Company
believes that, during the fiscal year ended March 30, 1996, all
Section 16(a) filing requirements applicable to its officers,
directors and 10% shareholders were satisfied.
Compensation of Executive Officers
The following table shows compensation paid to the Company's
Chief Executive Officer and each of the four other most highly
compensated executive officers for the three fiscal years ended
March 30, 1996.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Annual Compensation Compensation (1)
----------------------------------- ------------
Deferred Securities Underlying All other
Name and Principal Position Year Salary (2) Salary Bonus (3) Options (No. of Shares) Compensation (4)
- ----------------------------- ---- -------- -------- ------- ----------------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Henry C. Pao 1996 $ 172,212 $ 3,247 $ 36,800 33,700 $ 2,339
President, CEO and Director 1995 184,341 0 28,000 0 1,237
1994 192,214 0 11,500 33,000 613
Richard Siegel 1996 227,166 1,601 32,200 33,700 2,339
Executive Vice President 1995 191,845 0 24,500 0 1,237
1994 189,639 0 10,000 30,000 613
Benedict C. K. Choy 1996 170,519 1,721 27,600 29,500 2,339
Senior Vice President, 1995 140,013 0 21,000 0 1,237
Technology Development 1994 143,862 0 9,000 27,500 597
Michael Bond 1996 139,537 0 18,000 19,700 2,327
Vice President, 1995 114,629 0 14,750 0 1,205
DMOS Products 1994 113,260 0 7,000 20,000 545
Edward Mackenna (5) 1996 89,946 0 4,400 0 2,273
Vice President, DMOS Process 1995 87,713 0 7,000 0 1,156
Engineering 1994 97,828 0 6,500 17,500 529
- --------------------------------------
<FN>
(1) The Company has not issued stock appreciation rights or
restricted stock awards. The Company has no "long-term
incentive plan," "defined benefit plan," or "pension plan" as
such terms are defined in the applicable rules.
(2) Compensation deferred at the election of executive is
included in the category and in the year earned.
(3) The amounts shown in this column reflect payments under the
Company's semi-annual profit-sharing plan under which all
eligible employees participate.
(4) The amounts disclosed in this column include:
(a) Company contributions of $1,196, $4,160, and $9,820 in
fiscal 1994, 1995, and 1996 respectively under the Supertex,
Inc. Savings and Retirement Plan, a defined contribution 401(k)
plan on behalf of each named executive officers.
<PAGE>
(b) Payment by the Company of premiums amounting to $2,262,
$1,912 and $1,797 for fiscal 1994, fiscal 1995 and fiscal 1996
respectively, for term life insurance on behalf of each named
executive officer. All full-time employees of the Company are
covered by such term life insurance benefits.
(5) Retired on March 7, 1996.
</TABLE>
<PAGE>
The following table shows, as to the above named executive
officers, information concerning option grants during fiscal
1996 and the potential realizable value of those options,
assuming 5% and 10% appreciation at the end of the option term.
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Potential Realizable
Value at Assumed
Percent of Annual Rates of Stock
Total Options Price Appreciation for
Granted to Exercise Option Term
Options Employees in Price Expiration ----------------------
Name Granted (1) Fiscal Year (2) ($/Share) Date 5% (3) 10% (3)
- -------------- ------- ------------- --------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Henry C. Pao 13,700 3.6% 7.25 05/10/02 40,435 94,230
20,000 5.3% 9.38 10/09/02 76,331 177,881
Richard Siegel 13,700 3.6% 7.25 05/10/02 40,435 94,230
20,000 5.3% 9.38 10/09/02 76,331 177,881
Benedict Choy 12,000 3.2% 7.25 05/10/02 35,418 82,537
17,500 4.6% 9.38 10/09/02 66,790 155,646
Michael Bond 8,000 2.1% 7.25 05/10/02 23,612 55,025
11,700 3.1% 9.38 10/09/02 44,654 104,061
- ----------------------
<FN>
(1) Options granted under the Company's 1991 Stock Option Plan
typically have a 7-year term, vest over a 5-year period of
employment and have an exercise price equal to the market value
of the Company's Common Stock on the date of grant.
(2) In fiscal 1996, the Company granted options representing
376,600 shares to employees.
(3) Potential realizable value is abased on an assumption that
the market price of stock appreciates at the stated rate,
compounded annually, from the date of grant until the end of the
7-year option term. These values are calculated based on
requirements promulgated by the Securities and Exchange
Commission and do not reflect the Company's estimate of future
stock price appreciation.
</TABLE>
<PAGE>
The following table summarizes the information concerning stock
option exercises during the last fiscal year for each above
named executive officers.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised In-the-Money
Options at Fiscal Year-End Options at Fiscal Year-End (*)
Shares Acquired Value ----------------------------- ---------------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ----------------- --------------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Henry C. Pao 19,850 $ 183,494 0 73,200 $ 0 $ 512,913
Richard Siegel 12,900 109,613 6,400 79,500 60,800 569,238
Benedict Choy 0 0 18,750 65,700 175,388 463,888
Michael Bond 1,600 8,400 10,100 43,900 95,575 310,675
Edward Mackenna** 3,500 31,125 0 0 0 0
- ------------------------
<FN>
(*) Closing market price of the Company's Common Stock on March
30, 1996 was $12.625.
(**) Retired on March 7, 1996.
</TABLE>
STOCK PERFORMANCE GRAPH
The following table shows a five-year comparison of cumulative
total return for the Company's Common Stock, the Nasdaq
Composite Total Return Index (U.S.), and the Nasdaq Electronic
Components Total Return Index. The stock price performance
shown in the table below is not necessarily indicative of future
price performance.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
Comparison of Five Year Cumulative Total Return*
<CAPTION>
03/91 03/92 03/93 03/94 03/95 03/96
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Nasdaq Composite 100 127 147 158 176 239
Total Return Index
(US Only)
Nasdaq Electronic 100 123 203 246 322 424
Components Stocks
Supertex, Inc. 100 209 105 127 320 459
<FN>
*Assumes investment of $100 on April 1, 1991
</TABLE>
<PAGE>
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
On recommendation of the Audit Committee, the Board of Directors
has selected Coopers & Lybrand L.L.P. as independent public
accountants to audit the financial statements of the Company for
fiscal year ending March 31, 1997. Coopers & Lybrand L.L.P. was
the Company's independent public accountants for the fiscal year
ending March 31, 1996. Representatives of Coopers & Lybrand
L.L.P. are expected to be present at the Annual Meeting to make a
statement if they desire to do so and are expected to be
available to respond to appropriate questions.
The Board of Directors recommends that shareholders vote FOR
ratification of the appointment of Coopers & Lybrand L.L.P. as
independent public accountants of the Company. The vote required
to approve this proposal is a majority of the shares present and
voting at the meeting.
OTHER MATTERS
The Company knows of no other matters to be submitted to the
Meeting. If any 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.
It is important that your stock be represented at the meeting,
regardless of the number of shares which you hold. You are,
therefore, urged to mark, sign, date, and return the accompanying
Proxy as promptly as possible in the postage-paid envelope
enclosed for that purpose.
FOR THE BOARD OF DIRECTORS OF
SUPERTEX, INC.
[SIG]
Benedict C. K. Choy
Corporate Secretary
Dated: July 1, 1996
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
SUPERTEX, INC.
ANNUAL MEETING OF SHAREHOLDERS, AUGUST 2, 1996
The undersigned shareholder of SUPERTEX, INC., a California
corporation, hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders and Proxy Statement, each dated July 1,
1996, and hereby appoints Henry C. Pao as proxy and
attorney-in-fact, with full power of substitution, on behalf and
in the name of the undersigned, to represent the undersigned at
the Annual Meeting of Shareholders of SUPERTEX, INC., to be held
on August 2, 1996, at 10:00 a.m., local time, at the principal
offices of the Company, located at 1235 Bordeaux Drive,
Sunnyvale, California, and at any adjournments thereof, and to
vote all shares of Common Stock which the undersigned would be
entitled to vote if then and there personally present, on the
matters set forth on the reverse side.
THE PROXY WILL BE VOTED AS DIRECTED, OR, IF NO CONTRARY
DIRECTION IS INDICATED, WILL BE VOTED FOR THE ELECTION OF
DIRECTORS, FOR THE RATIFICATION OF THE APPOINTMENT OF COOPERS &
LYBRAND L.L.P. AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR
ENDING MARCH 31, 1997, AND AS SUCH PROXY DEEMS ADVISABLE ON SUCH
OTHER MATTERS AS MAY COME BEFORE THE MEETING.
SUCH ATTORNEY AS SHALL BE PRESENT AND SHALL ACT AT THE MEETING
OR ANY ADJOURNMENT OR ADJOURNMENTS THEREOF SHALL HAVE AND MAY
EXERCISE ALL OF THE POWERS OF SUCH ATTORNEY-IN-FACT HEREUNDER.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
1. ELECTION OF DIRECTORS:
Nominees: Henry C. Pao; Yunni Pao; Benedict Choy
Frank C. Pao; Richard Siegel
Instruction: If you wish to withhold authority to vote for
any individual nominee, strike a line through
the nominee's name in the list above.
[ ] FOR all nominees (except as indicated)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed
above.
2. PROPOSAL TO RATIFY THE APPOINTMENT OF COOPERS & LYBRAND L.L.P.
AS THE INDEPENDENT ACCOUNTANTS OF THE COMPANY:
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
3. In his discretion, the Proxy is authorized to vote upon such
other matters which may properly come before the meeting or
any adjournment or adjournments thereof.
If shares are jointly held, each holder should sign. If signing
for estates, trusts, corporations, or partnerships, title and
capacity should be stated.
PLEASE MARK, DATE, AND SIGN EXACTLY AS YOUR NAME(S) APPEARS
HEREON, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Signature:______________________ Date:_________
Signature:______________________ Date:_________
