<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
DALLAS SEMICONDUCTOR CORPORATION (Name of
Registrant as Specified In Its Charter)
DALLAS SEMICONDUCTOR CORPORATION (Name of
Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(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:
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:
[ ] 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, of the Form or Schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE> 2
[LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 25, 1995
To the Stockholders of
Dallas Semiconductor Corporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Dallas Semiconductor Corporation, a Delaware corporation (the "Company"), will
be held on Tuesday, April 25, 1995 beginning at 8:30 a.m., Dallas time, at the
offices of the Company, 4401 South Beltwood Parkway, Dallas, Texas for the
following purposes:
1. To elect seven directors to serve until the next
Annual Meeting of Stockholders or until their
respective successors are elected and qualified;
2. To consider and vote upon a proposal to ratify the
appointment of independent auditors for the Company
for the 1995 fiscal year; and
3. To transact such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors of the Company has fixed March 1, 1995 as the
record date for determining the stockholders entitled to notice of, and to vote
at, this meeting or any adjournment thereof. The list of stockholders entitled
to vote will be available for inspection by any stockholder at the offices of
the Company, 4401 South Beltwood Parkway, Dallas, Texas for ten days prior to
the meeting.
You are cordially invited to attend this meeting in person, if
possible. If you do not expect to be present in person, please sign and date
the enclosed proxy and return it in the enclosed envelope, which requires no
postage if mailed in the United States.
BY ORDER OF THE BOARD OF DIRECTORS
Timothy A. Mack, Secretary
Dallas, Texas
March 10, 1995
<PAGE> 3
DALLAS SEMICONDUCTOR CORPORATION
4401 SOUTH BELTWOOD PARKWAY
DALLAS, TEXAS 75244-3292
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 25, 1995
This Proxy Statement is furnished to stockholders of Dallas
Semiconductor Corporation, a Delaware corporation (the "Company"), in
connection with the solicitation by order of the Board of Directors of the
Company of proxies to be voted at the Annual Meeting of Stockholders of the
Company to be held on April 25, 1995, and is being mailed with proxies to such
stockholders on or about March 10, 1995. Proxies in the form enclosed,
properly executed by stockholders and returned to the Company, which are not
revoked, will be voted at the meeting. A proxy may be revoked at any time
before it is voted by written notice thereof to the Secretary of the Company or
by execution of a subsequent proxy.
The 1994 Annual Report to Stockholders of the Company covering the
fiscal year ended January 1, 1995 is being mailed herewith to stockholders. It
does not, however, form any part of the material for the solicitation of
proxies.
OUTSTANDING CAPITAL STOCK
The record date for stockholders entitled to notice of and to vote at
the Annual Meeting of Stockholders was the close of business on March 1, 1995.
At the close of business on that date the Company had issued, outstanding and
entitled to vote at the meeting 25,879,485 shares of Common Stock, $.02 par
value (the "Common Stock").
QUORUM AND VOTING
The presence, in person or by proxy, of the holders of a majority of
the outstanding Common Stock is necessary to constitute a quorum at the
meeting. In deciding all questions, a holder of Common Stock shall be entitled
to one vote, in person or by proxy, for each share of Common Stock in the
stockholder's name on the record date. Stockholders have no cumulative voting
rights.
<PAGE> 4
CERTAIN BENEFICIAL OWNERS
As of March 1, 1995, the following persons were known to the Company
to be the beneficial owner of more than 5% of the Common Stock, and, except as
noted, are believed to have sole voting power and sole investment power with
respect to such shares:
<TABLE>
<CAPTION>
SHARES
NAME AND ADDRESS OF BENEFICIALLY PERCENT
BENEFICIAL OWNER (1) OWNED OF CLASS
- -------------------- ----------- --------
<S> <C> <C>
Strong Capital Management, Inc.(2)
100 Heritage Reserve
Menomonee Falls, Wisconsin 53051 1,391,450 5.4%
Wellington Management Company(3)
75 State Street
Boston, Massachusetts 02109 1,567,760 6.1%
</TABLE>
_______________
(1) See "Election of Directors" for information regarding beneficial
ownership of stock by C. V. Prothro, whose address is 4401 South
Beltwood Parkway, Dallas, Texas 75244. Excluding options not
exercisable within 60 days, Mr. Prothro may be deemed to be the
beneficial owner of 1,891,934 shares of Common Stock, or 7.0% of the
shares of Common Stock deemed to be outstanding.
(2) Strong Capital Management, Inc. ("Strong") in its capacity as an
investment advisor and Richard S. Strong, as Chairman of the Board and
the principal shareholder of Strong, may be deemed to be the
beneficial owner of 1,391,450 shares of Common Stock, over which
Strong exercises sole dispositive power. Strong exercises sole voting
power over 1,186,300 of such shares.
(3) Wellington Management Company ("Wellington") acting through its
subsidiary Wellington Trust Company, N.A., in its capacity as
investment advisor, may be deemed to be the beneficial owner of
1,567,760 shares of Common Stock. Wellington shares the power to
dispose of all such shares and shares the power to vote 485,960 of
such shares.
2
<PAGE> 5
ACTION TO BE TAKEN AT THE MEETING
The accompanying proxy, unless the stockholder specifies otherwise
therein, will be voted (i) for the election of each of the seven nominees named
herein for the office of director; and (ii) for the ratification of the
appointment of the independent auditors for the Company for the fiscal year
ending December 31, 1995; and (iii) in the discretion of the proxy holders on
any other matters that may properly come before the meeting or any adjournment
thereof.
In order to be elected a director, a nominee must receive a plurality
of the votes cast at the meeting for the election of directors. Since the
seven nominees receiving the largest number of affirmative votes will be
elected, shares represented by proxies which are marked "withhold authority" or
"abstain" will have no effect on the outcome of the election. Approval of each
of the other matters requires the affirmative vote of at least a majority of
the votes present at the meeting and entitled to vote on such matter. Shares
represented by proxies which are marked "abstain" as to any such matter will be
counted as votes cast, which will have the same effect as a negative vote on
such matter. Under Delaware law, proxies relating to "street name" shares
which are not voted by brokers on one or more, but less than all, matters will
be treated as shares present for purposes of determining the presence of a
quorum but will not be treated as shares entitled to vote as to such matter or
matters not voted upon.
As of the date hereof, the Board of Directors knows of no other
business which will be presented for action by the stockholders at this
meeting. However, if other proper matters are brought before the meeting, a
vote may be cast pursuant to the accompanying proxy in accordance with the
judgment of the proxy holders.
Should any nominee named herein for the office of director become
unwilling or unable to accept nomination or election, the proxy holders will
vote for the election in his place of such other person, if any, as management
may recommend; however, management has no reason to believe that any of the
nominees will be unwilling or unable to serve if elected. Each nominee has
expressed to management his intention, if elected, to serve the entire term for
which his election is sought.
3
<PAGE> 6
ELECTION OF DIRECTORS
Seven directors are to be elected at the meeting to hold office until
the next Annual Meeting of Stockholders or until their respective successors
are duly elected and qualified. All of the nominees are currently directors of
the Company.
The Board of Directors' nominees for the office of director are as
follows: SHARES OF COMMON
<TABLE>
<CAPTION>
STOCK BENEFICIALLY
PRINCIPAL OCCUPATION DURING SERVED AS OWNED ON
LAST FIVE YEARS AND DIRECTOR OF THE MARCH 1, 1995 AND
NAME AGE DIRECTORSHIPS OF PUBLIC COMPANIES COMPANY SINCE % OF CLASS (1)
- ---- --- --------------------------------- --------------- -----------------
<S> <C> <C> <C> <C>
C. V. Prothro 52 Chairman of the Board, President 1984 2,454,434
(E) and Chief Executive Officer of the 8.9%
Company since 1989; Chairman of
the Board of the Company since
1984; General Partner of
Southwest Enterprise Associates
L.P., a venture capital fund
since 1983. Director of Platinum
Software Corporation.
Chao C. Mai 59 Senior Vice President of the 1985 703,269
Company since January 1993; prior 2.7%
thereto Vice President-Wafer Fabrication
and Technology Development of
the Company.
Michael L. Bolan 48 Vice President-Marketing and 1989 600,100
Product Development of the 2.3%
Company.
Richard L. King 56 General Partner of KBA Partners 1984 120,100
(A)(C) L.P., a venture capital fund, 0.5%
since 1987 and President of King
Brothers & Associates (China) Inc.,
a venture capital fund, since 1994;
Director of Oak Technology, Inc.
M. D. Sampels 62 Partner in the law firm of 1985 120,884
(A)(C)(E) Worsham, Forsythe, Sampels & 0.5%
Wooldridge, L.L.P.
Carmelo J. Santoro 53 Chairman or President/CEO 1985 120,167
(A)(C) of Silicon Systems Inc., since 1981, 0.5%
a supplier of custom and application
specific integrated circuits; Chairman
and CEO of Platinum Software Corporation;
Director of AST Research, Inc.,
S3 Inc. and Platinum Software
Corporation.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY
PRINCIPAL OCCUPATION DURING SERVED AS OWNED ON
LAST FIVE YEARS AND DIRECTOR OF THE MARCH 1, 1995 AND
NAME AGE DIRECTORSHIPS OF PUBLIC COMPANIES COMPANY SINCE % OF CLASS (1)
- ---- --- --------------------------------- ------------- ------------------
<S> <C> <C> <C> <C>
E. R. Zumwalt, Jr. 74 President of Admiral Zumwalt & 1993 100,200
(A)(C) Consultants, Inc., a consulting 0.4%
firm since 1980; Director of
Fleet Aerospace, Inc., Fleet
Aerospace Corporation, Navistar
International Corporation, NL
Industries, Inc. and Lincoln
Savings Bank.
Beneficial ownership of shares of Common Stock by all other executive officers of the Company named in "Executive
Compensation" herein and by all directors and executive officers as a group, was as follows:
F. A. Scherpenberg 466,183
1.8%
Alan P. Hale 172,725
0.7%
Total shares beneficially owned
by directors and executive officers
as a group (10 persons) 4,858,062
16.6%
- ---------------
</TABLE>
(A) Member of the Audit Committee.
(C) Member of the Compensation Committee.
(E) Member of the Executive Committee.
(1) Except as otherwise noted, each person has sole voting and investment
power over the Common Stock shown as beneficially owned, subject to
community property laws where applicable. All outstanding options
held by the following persons are included, regardless of whether such
options are currently exercisable: 1,833,334 shares for Mr. Prothro,
281,169 shares for Dr. Mai, 200,000 shares for Mr. Bolan, 110,000
shares for Mr. King, 120,000 shares for both Mr. Sampels and Mr.
Santoro, 100,000 shares for Adm. Zumwalt, 422,000 shares for Mr.
Scherpenberg, 171,500 shares for Mr. Hale and 3,358,003 shares for all
directors and executive officers as a group. Mr. Prothro disclaims
beneficial ownership with respect to an aggregate of 41,966 shares
held for the benefit of his adult children. Includes 167 shares held
in trust for members of Mr. Santoro's family.
The Board of Directors of the Company held nine meetings during 1994.
During such fiscal year, all of the directors attended 75% or more of the
aggregate of the Board of Directors meetings and the meetings of the Committees
on which they serve. The Audit Committee of the Company recommends independent
auditors to the Board and reviews the scope and results of audits conducted and
the Company's internal control procedures. The Audit Committee held three
meetings during 1994. The Company has no Nominating Committee. See "Executive
Compensation - Report of Compensation Committee on Executive Compensation" for
a discussion regarding the membership, scope of authority and report of the
Company's Compensation Committee.
5
<PAGE> 8
DIRECTOR COMPENSATION
During 1994, each of the nonemployee directors of the Company received
compensation as a director in the amount of $9,750 per quarter, plus $1,500 for
each board meeting attended and $1,000 for each committee meeting attended.
Committee chairmen received $1,500 per committee meeting chaired. The Company
reimburses nonemployee directors for expenses incurred in attending meetings
and provides for air travel expenses of its nonemployee directors on Company
business. Premiums paid by the Company during 1994 for split-dollar life
insurance policies on Messrs. King, Sampels and Santoro totalled $285,714. The
cash values under such policies accrue for the benefit of the Company to cover
the premium costs, pursuant to a collateral assignment of each policy to the
Company.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee for fiscal year 1994 were
Richard L. King, M. D. Sampels, Carmelo J. Santoro and Admiral E.R. Zumwalt,
Jr. During 1994, the Company paid the law firm of Worsham, Forsythe, Sampels &
Wooldridge, L.L.P., in which Mr. Sampels was a partner, approximately $706,806
for legal services.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee")
is responsible for establishing the level of compensation of the executive
officers of the Company and administers the Company's Executive Bonus Plan,
Profit Sharing Plan and stock option plans.
The base salaries of executive officers of the Company are reviewed
periodically by the Committee. During 1994, the executive officers of the
Company received salaries ranging from 5% to 31% over 1993 levels, including an
increase in the chief executive's base salary of 31%. Salary increases are
based on the Committee's evaluation of the Company's performance, general
economic conditions and competitive conditions. This evaluation is subjective
with no particular weight being assigned to any one factor. In comparison to
salary levels of executive officers of companies included within the Standard &
Poor's Electronics (Semiconductor) Index (as reported in their 1994 proxy
statements), the salary paid to Mr. Prothro in 1994 was lower than that paid to
any of the chief executives of such companies during 1993. The average salary
of the other executive officers of the Company during 1994 was likewise lower
than the average 1993 salary for the executives of such corporations named in
their 1994 proxy statements.
Beginning in 1994, bonuses for executive officers were payable under
the Company's Executive Bonus Plan. Under the Executive Bonus Plan, annual
bonus payments are made based on the achievement of specific performance
targets relating to the Company's net sales and earnings per share established
by the Committee. Under the formula established for 1994 under the Plan, the
Company's 1994 net sales of $181.4 million and earnings per share of $1.09
produced bonuses of .6063 of each participant's 1994 base salary. This
resulted in an annual bonus to Mr. Prothro for 1994 in the amount of $297,087
and bonuses to the other executive officers of the Company ranging from $72,756
to $173,402.
6
<PAGE> 9
Under the Company's Profit Sharing Plan, quarterly bonuses are awarded
to all full-time employees of the Company, including the executive officers.
Under this Plan these profit sharing awards are allocated so that each eligible
employee receives an award equal to a fixed number of hours of his or her base
salary. During 1994, such quarterly profit sharing awards ranged from 8 to 25
hours of base salary for each eligible employee. The profit sharing awards are
included in the Bonus column in the Summary Executive Compensation Table that
follows.
The executive officers are also granted stock options from time to
time under the Company's Stock Option Plans. The timing of such grants is
determined by the Committee based upon market conditions affecting the price of
the Company's common stock and other factors. The size of the overall option
pool to be awarded in any year is determined by the Committee based primarily
on the Company's performance. Grants to individual executive officers are
based on the Committee's evaluation of their performance and their contribution
to the long-term performance of the Company. The Committee's evaluation of
these factors is subjective with no particular weight being assigned to any one
factor. During 1994, no options were granted to Mr. Prothro and the other
executive officers of the Company.
Certain executive officers of the Company will be subject to the $1
million limitation on deductibility of compensation under Section 162(m) of the
Internal Revenue Code, beginning in 1994. The Committee anticipates that a
substantial portion of each executive's compensation will be "qualified
performance-based compensation," which is not limited under Section 162(m).
The Committee therefore does not currently anticipate any executive officer's
compensation to exceed the limitation on deductibility.
COMPENSATION COMMITTEE
Carmelo J. Santoro (Chairman)
Richard L. King
M. D. Sampels
Adm. E.R. Zumwalt, Jr.
7
<PAGE> 10
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG THE COMPANY, S&P 500
INDEX & S&P SEMICONDUCTOR INDEX
The following table compares total stockholder returns for the Company
at December 31 of each of the last five years to the Standard & Poor's 500
Stock Index ("S&P 500") and the Standard & Poor's Electronics (Semiconductors)
Index ("S&P Semi Index") assuming a $100 investment made on December 31, 1989
and reinvestment of all dividends. The Company's fiscal year ends on the
Sunday closest to December 31 of each year. This table uses December 31 as the
comparison point for each year. The stockholder return shown on the following
graph is not necessarily indicative of future stock performance.
[GRAPH]
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
Dallas Semiconductor 100 96 124 210 243 261
S&P 500 100 97 126 136 150 152
S&P Semi Index 100 99 123 202 311 363
</TABLE>
The companies included in the S&P Semi Index are: Advanced Micro Devices,
Inc., Intel Corporation, Micron Technology, Inc., Motorola, Inc., National
Semiconductor Corporation and Texas Instruments Incorporated.
8
<PAGE> 11
SUMMARY EXECUTIVE COMPENSATION TABLE
The following summary compensation table sets forth the annual
compensation paid or accrued, together with the number of shares covered by
options granted, during each of the Company's 1992, 1993 and 1994 fiscal years
to C. V. Prothro, the Company's Chief Executive Officer, and the Company's
four most highly compensated executive officers other than Mr. Prothro:
<TABLE>
<CAPTION>
Annual Long Term
Compensation Compensation
------------
Awards
-------------------------------------------
Stock
Underlying All Other
Name and Salary Bonus Options Compensation
Principal Position Year ($)(1) ($)(2) ($)(3) ($)(4)(5)
------------------ ---- ------ ------ ---------- ------------
<S> <C> <C> <C> <C> <C>
C. V. Prothro, Chairman 1994 490,000 309,337 0 107,110
of the Board of 1993 375,000 582,811 1,000,000 0
Directors, President and 1992 348,005 541,781 100,000 0
Chief Executive Officer
Chao C. Mai, Senior 1994 286,000 180,552 0 65,106
Vice President 1993 220,000 231,898 200,000 0
1992 202,387 209,817 15,000 0
Michael L. Bolan, 1994 195,000 123,104 0 47,652
Vice President- 1993 185,000 157,459 100,000 250
Marketing and Product 1992 175,284 118,349 15,000 0
Development
F. A. Scherpenberg, 1994 180,000 113,634 0 40,096
Vice President- 1993 155,000 132,124 294,000 250
Computer Products 1992 147,171 116,425 20,000 250
Alan P. Hale 1994 120,000 75,756 0 10,451
Vice President-Finance 1993 95,000 81,096 125,000 0
1992 86,069 74,223 20,000 0
</TABLE>
(1) Includes amounts deferred at the executive officer's election pursuant
to the Company's Section 401(k) Plan.
(2) Includes annual bonuses as well as amounts accrued and distributable
under the Company's Profit Sharing Plan in which all full-time employees
of the Company are eligible to participate.
(3) The Company has not granted any SARs.
(4) Excludes premiums paid by the Company for group term life insurance
generally available to all salaried employees of less than $600 for any
executive officer for 1994.
(5) Amounts shown for 1994 represent premiums paid by the Company for
split-dollar life insurance policies on these executive officers. The
cash values under such policies accrue for the benefit of the Company to
cover the premium costs, pursuant to a collateral assignment of each
policy to the Company.
9
<PAGE> 12
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END
OPTION/SAR VALUES
The following table sets forth, for Mr. Prothro and the other four
most highly compensated executive officers of the Company: (i) the number of
shares of the Company's Common Stock acquired upon exercise of options during
fiscal year 1994; (ii) the net aggregate dollar value realized upon exercise;
(iii) the total number of unexercised options held at the end of fiscal year
1994; and (iv) the aggregate dollar value of in-the-money unexercised options
held at the end of fiscal year 1994. To date, the Company has issued no SARs.
<TABLE>
<CAPTION>
Number of Value of
Shares Underlying Unexercised
Unexercised In-the-Money
Options at 1994 Options at 1994
Shares Acquired Value Fiscal Year End Fiscal Year End
Name on Exercise (#) Realized ($) (#) ($)
------------------- --------------- ------------ ------------------------------- ----------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
C. V. Prothro 0 0 1,145,834 687,500 $9,802,582 $1,289,063
Chao C. Mai 0 0 143,669 137,500 $1,158,838 $ 257,813
Michael L. Bolan 0 0 421,250 68,750 $5,901,469 $ 128,906
F. A. Scherpenberg 0 0 206,125 215,875 $1,348,172 $ 507,578
Alan P. Hale 0 0 77,126 94,374 $ 464,835 $ 234,603
</TABLE>
APPOINTMENT OF INDEPENDENT AUDITORS
Item No. 2 on Proxy
It is proposed that the appointment by the Board of Directors of the
firm of Ernst & Young LLP as the independent auditors of the Company for the
fiscal year ending December 31, 1995 be ratified. Ernst & Young has served as
the Company's independent auditors since 1984. A representative of such firm
is expected to be present at the meeting and will be available to answer
questions and will be afforded an opportunity to make a statement if desired.
The appointment of independent auditors does not require ratification by
stockholders and ratification of this appointment will not limit the Board of
Director's ability to discharge its independent auditors and engage another
firm to act in such capacity.
10
<PAGE> 13
STOCKHOLDER PROPOSALS
Any proposals from stockholders to be presented for consideration for
inclusion in the proxy material in connection with the next annual meeting of
stockholders of the Company scheduled to be held in April 1996 must be
submitted in accordance with the rules of the Securities and Exchange
Commission and received by the Secretary of the Company at the mailing address
set forth on the first page of this statement no later than the close of
business on November 10, 1995. The Company's By-laws also require that the
Company be given notice of all proposals and nominees to be presented by
stockholders at an annual meeting at least ninety (90) days in advance of the
meeting.
OTHER MATTERS
The accompanying proxy is being solicited on behalf of the Board of
Directors of the Company. The expense of preparing, printing and mailing the
form of proxy and the material used in the solicitation thereof will be borne
by the Company. In addition to the use of the mails, proxies may be solicited
by personal interview, telephone and telegram by directors, officers and
employees of the Company. The Company has engaged Chemical Bank to assist in
the solicitation of proxies at a cost of $5,000 plus certain expenses.
Arrangements have also been made with brokerage houses, banks and other
custodians, nominees and fiduciaries for the forwarding of soliciting materials
to the beneficial owners of Common Stock held of record by such persons, and
the Company will reimburse them for reasonable out-of-pocket expenses incurred
by them in connection therewith.
All information contained in this Proxy Statement relating to the
occupations, affiliations and securities holdings of directors and officers of
the Company and their relationship and transactions with the Company is based
upon information received from the individual directors and officers. All
information relating to any beneficial owner of more than 5% of the Company's
Common Stock is based upon information contained in reports filed by such owner
with the Securities and Exchange Commission.
THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON
FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, FOR THE
FISCAL YEAR ENDED JANUARY 1, 1995 FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 TO ANY STOCKHOLDER (INCLUDING ANY BENEFICIAL OWNER) UPON WRITTEN REQUEST
TO ALAN P. HALE, VICE PRESIDENT-FINANCE, 4401 SOUTH BELTWOOD PARKWAY, DALLAS,
TEXAS 75244-3292. A COPY OF THE EXHIBITS TO SUCH REPORT WILL BE FURNISHED TO
ANY STOCKHOLDER UPON WRITTEN REQUEST THEREFOR AND PAYMENT OF A NOMINAL FEE.
11
<PAGE> 14
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
DALLAS SEMICONDUCTOR CORPORATION PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned herby appoint C. V. Prothro and Chao C. Mai, and each of them severally, as their proxies with full
power of substitution and resubstitution for and in the name, place and stead of the undersigned to vote upon and act with
respect to all of the shares of Common Stock of the Company standing in the name of the undersigned, or with respect to
which the undersigned is entitled to vote and act, at the meeting to be held on April 25, 1995 or any adjounment(s) therof.
1. ELECTION OF DIRECTORS: [ ] FOR all nominees listed below [ ] WITHHELD AUTHORITY
(except as marked to the contrary to vote for all nominees
below) listed below
C. V. Prothro, Chao C. Mai, Michael L. Bolan, Richard L. King, M.D. Sampels, Carmelo J. Santoro, E. R. Zumwalt, Jr.
(INTRUCTION: To withhold authority to vote for any individual nominee, write that nominees name on the line below.)
___________________________________________________________________________________________________________________________
2. PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS FOR THE 1995 FISCAL YEAR:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. IN THE DISCRETION OF THE PROXIES ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING.
PLEASE SIGN AND DATE THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE LISTED
NOMINEES FOR DIRECTOR AND FOR PROPOSAL 2. If more than one of the proxies named shall be present in person or by
substitution at the meeting or at any adjournment thereof, the majority of the proxies to present and voting, either in
person or by substitute, shall exercise all the powers herby given.
The undersigned acknowledges receipt of the Notice of the Annual Meeting and Proxy Statement dated March 10, 1995.
Dated ___________________________________________, 1995
______________________________________________________
Signature of Stockholder
Please date this proxy and sign your name exactly as it
appears hereon. Where there is more than one owner, each
should sign. When signing as an attorney, administrator,
executor, guardian or trustee, please add your title as
such. If executed by a corporation, the proxy should be
signed by a duly authorized officer.
PLEASE DATE, SIGN AND MAIL THIS PROXY CARD IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES.
</TABLE>
