SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
(Mark One)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Section 240.14a-11(c) or Section
240.14a-12
DALLAS SEMICONDUCTOR CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES: .
2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTION APPLIES: .
3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED
PURSUANT TO EXCHANGE ACT RULE 0-11: . (Set forth the amount on
which the filing fee is calculated and state how it was
determined.)
4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION: .
5) TOTAL FEE PAID: .
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) AMOUNT PREVIOUSLY PAID: .
2) FORM, SCHEDULE OR REGISTRATION STATEMENT NO.: .
3) FILING PARTY: .
4) DATE FILED: .
<PAGE>
PRELIMINARY COPY
----------------
DALLAS SEMICONDUCTOR CORPORATION
4401 SOUTH BELTWOOD PARKWAY
DALLAS, TEXAS 75244-3292
November 24, 1999
Dear Stockholders:
I am pleased to invite you to attend the Special Meeting of Stockholders of
Dallas Semiconductor Corporation ("Company") to be held at 8:30 a.m. local time,
December 21, 1999, at the offices of the Company located at 4401 South Beltwood
Parkway, Dallas, Texas 75244.
At the meeting, you will be asked to approve an amendment to the Company's
Certificate of Incorporation to increase the number of authorized shares of
Common Stock from 40 million shares to 100 million shares. Currently, there are
approximately 30 million shares of Common Stock issued and outstanding and
approximately [___] million additional shares have been reserved for issuance
under the Company's stock option plans. The proposed increase is intended to
ensure that an adequate number of authorized shares of Common Stock will be
available to the Company, if and when needed, for any recapitalization, growth
and/or any other lawful purpose. Stockholders will also transact any other
business that may properly come before the meeting.
The Company's Board of Directors has approved the proposed amendment to the
Company's Certificate of Incorporation to increase the number of shares of
Common Stock and recommends that you vote FOR the approval of such proposal.
The formal Notice of Special Meeting of Stockholders and Proxy Statement
accompanying this letter provide detailed information concerning the matters to
be considered and acted upon at the meeting.
It is important that your shares be represented at the meeting, whether or not
you attend personally. I urge you to sign, date and return the enclosed proxy in
the postage-paid, addressed envelope provided at your earliest convenience.
C.V. Prothro
Chairman of the Board of Directors,
President and Chief Executive Officer
<PAGE>
PRELIMINARY COPY
----------------
DALLAS SEMICONDUCTOR CORPORATION
4401 SOUTH BELTWOOD PARKWAY
DALLAS, TEXAS 75244-3292
(972) 371-4000
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 21, 1999
To the Stockholders of
Dallas Semiconductor Corporation
Notice is hereby given that a Special Meeting of Stockholders ("Special
Meeting") of Dallas Semiconductor Corporation, a Delaware corporation
("Company"), will be held at the office of the Company located at 4401 South
Beltwood Parkway, Dallas, Texas, on Tuesday, December 21, 1999, at 8:30 a.m.
local time, for the following purposes:
1. To approve an amendment to the Company's Certificate of Incorporation
to increase the number of authorized shares of Common Stock from 40
million shares to 100 million shares; and
2. To transact such other business as may properly come before the
meeting.
It is desirable that as large a proportion as possible of the stockholders'
interests be represented at the Special Meeting. Whether or not you plan to be
present at the meeting, you are requested to date, sign and return the enclosed
proxy, as soon as possible, in the postage-paid return envelope provided so that
your stock will be represented. The giving of such proxy will not affect your
right to vote in person, should you later decide to attend the meeting.
Only stockholders of record at the close of business on November 15, 1999
are entitled to notice of, and to vote at, the Special Meeting or any
adjournment thereof.
By Order of the Board of Directors,
/s/ Marla K. Suggs
-----------------------------------
Marla K. Suggs,
Secretary
Dallas, Texas
November 24, 1999
<PAGE>
PRELIMINARY COPY
----------------
DALLAS SEMICONDUCTOR CORPORATION
4401 SOUTH BELTWOOD PARKWAY
DALLAS, TEXAS 75244-3292
-------------------------------------
PROXY STATEMENT FOR
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 21, 1999
-------------------------------------
This Proxy Statement is furnished to stockholders of Dallas Semiconductor
Corporation, a Delaware corporation ("Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company ("Board of
Directors") for use at the Special Meeting of Stockholders to be held at 8:30
a.m., local time, on December 21, 1999, at the office of the Company located at
4401 South Beltwood Parkway, Dallas, Texas ("Special Meeting"), and at any
adjournment or postponement thereof. By executing and returning the enclosed
proxy, you authorize the persons named therein to represent you and vote your
shares at the Special Meeting, and at any adjournments or postponements thereof,
in accordance with your instructions. Those persons may also vote your shares to
adjourn or postpone the Special Meeting from time to time. A proxy may be
revoked at any time before it is voted by voting in person at the Special
Meeting, by the execution and delivery of a revised proxy bearing a later date,
or by a written notice of revocation sent to the Secretary of the Company at the
address set forth above that is received prior to the Special Meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU EXPECT TO
ATTEND THE SPECIAL MEETING IN PERSON, YOU ARE URGED TO COMPLETE, SIGN AND RETURN
THE PROXY IN THE ENCLOSED POSTAGE-PAID, ADDRESSED ENVELOPE.
This Proxy Statement is first being mailed to the Company's stockholders on or
about November 24, 1999.
RECORD DATE; OUTSTANDING CAPITAL STOCK
The record date for stockholders entitled to notice of, and to vote at, the
Special Meeting is November 15, 1999. At the close of business on that date, the
Company had issued and outstanding and entitled to receive notice of, and to
vote at, the Special Meeting [__________] shares of Common Stock, $.02 par value
("Common Stock"). No other class of securities of the Company is entitled to
notice of, or to vote at, the Special Meeting.
<PAGE>
ACTION TO BE TAKEN AT THE SPECIAL MEETING
The accompanying proxy, unless the stockholder specifies otherwise, will be
voted:
1. FOR the proposal to amend the Company's Certificate of Incorporation to
increase the number of authorized shares of Common Stock from 40 million
shares to 100 million shares; and
2. In the discretion of the proxyholders, as to the transaction of such other
business as may properly come before the Special Meeting.
Where stockholders have appropriately specified the manner in which their
proxies are to be voted, they will be voted in such manner. If any other matter
or business is brought before the Special Meeting, the proxyholders may vote the
proxies in their discretion. The Board of Directors is not presently aware of
any other matters or business to be brought before the Special Meeting.
QUORUM AND VOTING
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock is necessary to constitute a quorum at the
Special Meeting. In deciding each matter to be voted on at the Special Meeting,
a holder is entitled to one vote, in person or by proxy, for each share of
Common Stock held in his name on the record date. With respect to the adoption
of the proposed amendment to the Company's Certificate of Incorporation to
increase the number of authorized shares of Common Stock ("Amendment"), under
applicable law, the Amendment must be approved by the holders of a majority of
the outstanding Common Stock. Assuming a quorum is present, votes to "abstain"
and "broker non-votes" would have the effect of negative votes on the adoption
of the Amendment.
PRINCIPAL STOCKHOLDERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information, as of November 15, 1999,
concerning:
o each beneficial owner known to the Company of more than 5% of
Dallas Semiconductor's Common Stock;
o beneficial ownership by all executive officers and directors of
the Company; and
o beneficial ownership by all Dallas Semiconductor directors and
executive officers as a group.
The number of shares beneficially owned by each entity, person,
director or executive officer is determined under rules of the
<PAGE>
Securities and Exchange Commission, and the information is not
necessarily indicative of beneficial ownership for any other purpose.
Unless otherwise indicated, each person has sole investment and voting
power (or shares such powers with his or her spouse) with respect to
the shares set forth in the following table. Except for the
percentages of certain parties that hold options ("Options") to
purchase shares of the Company's Common Stock indicated in the
following table, the percentages indicated are based on _________
shares of Common Stock issued and outstanding on the Record Date. In
the case of parties holding Options, the percentage ownership is
calculated on the assumption that the shares of Common Stock
underlying such Options are outstanding.
BENEFICIAL OWNERSHIP TABLE
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- ------------------- -------------------- ----------
FMR Corp.(1)
82 Devonshire Street
Boston, Massachusetts 02109 2,990,000(1) 10.389%
Neuberger Berman, LLC(2) 1,988,800(2) 7.0%
Neuberger Berman Management Inc.
605 Third Avenue
New York, New York 10158
J & W Seligman & Co., Incorporated(3) 1,096,600(3) 3.81%
Seligman Communications & Information
Fund, Inc.
William C. Morris
100 Park Avenue - 8th Floor
New York, New York 10006
- ----------
(1) FMR Corp. ("FMR"), acting through its subsidiary, Fidelity Management &
Research Company ("Fidelity"), in its capacity as investment advisor to
various investment companies ("Funds"), may be deemed to be the beneficial
owner of 2,990,000 shares of Common Stock. Various persons have the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, Common Stock. The interest of one person,
Fidelity Low-Priced Stock Fund, an investment company registered under the
Investment Company Act of 1940, having its principal business office at 82
Devonshire Street, Boston, Massachusetts 02109, amounted to 2,000,000
shares or 6.949% of the Common Stock outstanding at the Record Date.
Members of the Edward C. Johnson III family and trusts established for the
benefit thereof may be deemed to form a controlling group with respect to
FMR. Edward C. Johnson III, Chairman of FMR, and FMR (through its control
of
<PAGE>
Fidelity) and the Funds each has sole power to dispose of the 2,881,900
shares owned by the Funds. Neither FMR nor Edward C. Johnson III has the
sole power to vote or direct the voting of the shares of Common Stock owned
directly by the Funds, which power resides with the Funds' Boards of
Trustees. Fidelity carries out the voting of such shares under written
guidelines established by the Funds' Boards of Trustees.
(2) Neuberger Berman, LLC and Neuberger Berman Management Inc. may be deemed to
be beneficial owners of 1,988,800 shares of Common Stock . Various
unrelated clients have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, Common Stock.
Neuberger Berman, LLC and Neuberger Berman Management Inc. have the shared
power to dispose or to direct the disposition of 1,988,800 shares of the
Common Stock, shared power to vote or to direct the vote of 1,165,000
shares of the Common Stock and sole power to vote or to direct the vote of
810,500 shares of Common Stock. The remaining balance of shares are for
individual client accounts over which Neuberger Berman, LLC has shared
power to dispose but not vote shares. Neuberger Berman, LLC and Neuberger
Berman Management Inc. serve as sub-adviser and investment manager,
respectively, of Neuberger Berman's various Mutual Funds, which ho ld such
shares in the ordinary course of their business and not with the purpose
nor with the effect of changing or influencing the control of the issuer.
Neuberger Berman, LLC disclaims beneficial ownership of 2,000 shares of the
Common Stock owned by principals of Neuberger Berman, LLC.
(3) J & W Seligman & Co., Incorporated ("JWS") may be deemed to beneficially
own 1,096,600 shares of Common Stock, including 900,000 shares of Common
Stock beneficially owned by Seligman Communications and Information Fund,
Inc., for which JWS acts as investment advisor. William C. Morris (
"Morris"), as the owner of a majority of the outstanding voting securities
of JWS, may be deemed to beneficially own 1,096,600 shares of Common Stock,
as to which JWS and Morris share dispositive power. JWS and Morris share
voting power with respect to 1,096,600 shares of Common Stock.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the beneficial ownership of the Company=s Common
Stock, as of November 15, 1999, by (i) each director, (ii) each executive
officer and (iii) all directors and executive officers as a group. Unless
otherwise indicated, such shares of Common Stock are owned directly and the
indicated person has sole voting and investment power.
<PAGE>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME OF OWNERSHIP OF OF
BENEFICIAL OWNER COMMON STOCK CLASS (1)
C. V. Prothro, Chairman of the Board, [ ] (1) [ ]%
President and Chief Executive Officer
Chao C. Mai, Director and [ ] (1) [ ]%
Senior Vice President
Michael L. Bolan, Director and [ ] (1) [ ]%
Vice President - Marketing
and Product Development
F. A. Scherpenberg, Vice President - [ ] (1)(4) [ ]%
Computer Products
Jack von Gillern, Vice President - [ ] [ ]%
Sales
Alan P. Hale, Vice President - Finance [ ] (1) [ ]%
Richard L. King, Director [ ] (1) [ ]%
M. D. Sampels, Director [ ] (1) [ ]%
Carmelo J. Santoro, Director [ ] (1)(3) [ ]%
E. R. Zumwalt, Jr., Director [ ] (1) [ ]%
ALL DIRECTORS AND EXECUTIVE OFFICERS [ ] (1)(2)(3) [ ]%
AS A GROUP (10 PERSONS)
- ----------
(1) Options for: C.V. Prothro, [ ]; Chao C. Mai, [ ]; Michael L. Bolan, [ ];
F.A. Scherpenberg, [ ]; Alan P. Hale, [ ]; Richard L. King, [ ]; M.D.
Sampels, [ ]; Carmelo J. Santoro, [ ]; B.R. Zumwalt, Jr., [ ]; All
Directors and Executive Officers as a Group, [ ].
(2) Mr. Prothro expressly disclaims beneficial ownership with respect to an
aggregate of [ ] shares held for the benefit of his adult children.
(3) Includes [ ] shares owned by Carmelo J. Santoro and Nancy J. Santoro,
Trustees for the Santoro Family Trust.
(4) Mr. Scherpenberg retired from the Company on [7/__/99].
<PAGE>
AMENDMENT TO CERTIFICATE OF INCORPORATION
GENERAL
The Company's Restated Certificate of Incorporation as heretofore amended
("Certificate of Incorporation") currently authorizes the issuance of up to 5
million shares of Preferred Stock and 40 million shares of Common Stock. Of such
authorized shares, at the record date, [___________] shares of Common Stock were
issued and outstanding or reserved for issuance, as follows:
Issued and outstanding [________]
Reserved for issuance under stock-option plans:
Covered by currently outstanding awards [__________]
Available for future awards [__________]
Total [ ]
============
Of the 40 million authorized shares of Common Stock, an aggregate of
[___________] shares of Common Stock are currently available for other purposes.
The Board of Directors believes that such number of remaining available shares
of Common Stock will be inadequate for the Company's future needs and that it is
in the best interests of the Company and its stockholders to have a greater n
umber of authorized and unissued shares available to provide flexibility to the
Company in structuring its capitalization, and in accommodating the other needs
of the Company for available Common Stock.
The Board of Directors has approved and recommends to the stockholders approval
of the proposed amendment to the Company's Certificate of Incorporation to
increase the number of authorized shares of Common Stock from 40 million to 100
million. If the stockholders approve this proposal, Paragraph (a) of Article
Fourth of the Company=s Certificate of Incorporation will be amended to read in
its entirety as follows:
"FOURTH: (a) The total number of shares of stock which the Corporation
shall have authority to issue is one hundred five million
(105,000,000), of which one hundred million (100,000,000) shares of
the par value of Two Cents ($0.02) each, amounting in the aggregate to
two million dollars ($2,000,000), shall be Common Stock and of which
<PAGE>
five million (5,000,000) shares of the par value of Ten Cents ($0.10)
each, amounting in the aggregate to five hundred thousand dollars
($500,000), shall be Preferred Stock."
PURPOSE AND EFFECT OF THE PROPOSED AMENDMENT
The purpose of the proposed increase in the number of authorized shares of
Common Stock is to ensure that additional shares of Common Stock will be
available, if and when needed, for issuance from time to time for any proper
purpose approved by the Board of Directors. Although there are no present
arrangements for the issuance of additional shares of Common Stock, the Board of
Directors believes that the availability of the additional authorized shares of
Common Stock for issuance upon approval of the Board of Directors for a proper
purpose, will be beneficial to the Company and its stockholders by providing the
Company with the flexibility required to consider and respond to future business
opportunities and other needs as they arise.
If the proposed amendment is approved by the stockholders, the Board of
Directors does not presently intend to seek further shareholder approval with
respect to any particular issuance of shares, unless required by applicable law,
by regulatory authorities, or by the policies, rules and regulations of the New
York Stock Exchange or such other stock exchange on which the Company's
securities may then be listed.
Stockholders do not have any preemptive or similar rights to subscribe for or
purchase any additional shares of Common Stock that may be issued in the future
and, therefore, future issuances of Common Stock, depending upon the
circumstances, may have a dilutive effect on the earnings per share, book value
per share, voting power and other interests of the existing stockholders.
<PAGE>
VOTE NECESSARY TO APPROVE THE PROPOSAL
The affirmative vote of the holders of a majority of the outstanding shares of
Common Stock entitled to vote at the meeting is necessary for approval of the
proposal. Therefore, abstentions and broker non-votes effectively count as votes
against the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ADOPTION OF THE PROPOSED
AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION.
OTHER BUSINESS
The Company is not aware of any business to be acted upon at the Special Meeting
other than that which is explained in this Proxy Statement. In the event that
any other business calling for a vote of the stockholders is properly presented
at the meeting, the holders of the proxies will vote your shares in accordance
with their best judgment.
SUBMISSION OF STOCKHOLDER PROPOSALS
You may submit proposals for consideration at future stockholder meetings,
including director nominations. In order for a stockholder proposal to be
considered for inclusion in Dallas Semiconductor's proxy statement for next
year's annual meeting, presently proposed to be held on April 25, 2000, the
written proposal must be received by Dallas Semiconductor no later than December
3, 1999. Any such proposal also will need to comply with Securities and Exchange
Commission regulations regarding the inclusion of stockholder proposals in
company-sponsored proxy materials. Similarly, pursuant to our By-laws, in order
for a stockholder proposal to be raised from the floor during next year's annual
meeting, written notice must be received by Dallas Semiconductor no later than
January 26, 2000, and shall contain such information as required under our
By-laws.
Our By-laws also permit stockholders to nominate directors at a
stockholder meeting. In order to make a director nomination at an annual
stockholder meeting, it is necessary that you notify Dallas Semiconductor not
fewer than 90 days in advance of the annual meeting of stockholders. Thus, since
next year's annual meeting is presently proposed to be held on April 25, 2000,
in order for any such nomination notice to be timely for next year's annual
meeting, it must be received by Dallas Semiconductor not later than January 26,
2000. In addition, the notice must meet all other requirements contained in our
By-laws. If such proposal is timely received by Dallas Semiconductor and is in
accordance with our By-laws, management's discretion to vote proxies with
respect to such proposal will be limited by the provisions of Rule 14a-4, which
is one of the proxy rules promulgated by the Securities and Exchange Commission.
You may contact the Dallas Semiconductor Corporate Secretary at our
Company headquarters for a copy of the relevant By-law provisions regarding the
requirements for making stockholder proposals and nominating director
candidates.
<PAGE>
MISCELLANEOUS
The accompanying proxy is being solicited on behalf of the Board of Directors of
the Company. The expense of preparing, printing and mailing the proxy and the
material used in the solicitation thereof will be borne by the Company. Proxies
may be solicited by directors and regular officers and employees of the Company
by means of personal interview, telephone or telegram. In addition, the Company
has retained ChaseMellon Shareholder Services, LLC to assist in the solicitation
of proxies, and it is estimated that their charges and expenses for such
solicitations will not exceed [$7500]. Arrangements may also be made with
brokerage houses and other custodians, nominees and fiduciaries for the
forwarding of solicitation materials to the beneficial owners of stock held of
record by such persons, and the Company may reimburse them for reasonable
out-of-pocket expenses of such solicitation.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Marla K. Suggs
----------------------------------
Marla K. Suggs
Secretary
Dallas, Texas
November 24, 1999
<PAGE>
NO. OF SHARES ______
PROXY
DALLAS SEMICONDUCTOR CORPORATION
4401 SOUTH BELTWOOD PARKWAY
DALLAS, TEXAS 75244-3292
SPECIAL MEETING OF STOCKHOLDERS
DECEMBER 21, 1999
The undersigned hereby appoints 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 Special Meeting of Stockholders to be held at the office of
the Company located at 4401 South Beltwood Parkway, Dallas, Texas, at 8:30 a.m.,
local time, on December 21, 1999, and at any adjournments or postponements
thereof, as specified below:
1. PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 40 MILLION SHARES TO
100 MILLION SHARES.
FOR AGAINST ABSTAIN
2. In their discretion, the proxies (and if the undersigned is a proxy, any
substitute proxies) are authorized to vote upon such other business as may
properly come before the Special Meeting.
PLEASE SIGN AND DATE ON REVERSE SIDE OF THIS PROXY.
<PAGE>
This proxy, when properly executed, will be voted as specified. If no
specification is made, this proxy will be voted FOR the adoption of the proposal
to amend the Certificate of Incorporation of the Company to increase the number
of authorized shares of Common Stock from 40 million shares to 100 million
shares.
Dated:___________________________, 1999
PLEASE SIGN NAME EXACTLY AS IT APPEARS
ON STOCK CERTIFICATE. ONLY ONE OF
SEVERAL JOINT OWNERS NEED SIGN.
FIDUCIARIES SHOULD GIVE FULL TITLE.
Signature
Title
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. IF NO SPECIFICATION
IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL TO AMEND THE
CERTIFICATE OF INCORPORATION.
