<PAGE>
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
/ / 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
SIGMA DESIGNS, 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(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 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>
SIGMA DESIGNS, INC.
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 2, 1995
---------------------
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the 1995 Annual Meeting of Shareholders of Sigma
Designs, Inc., a California corporation ("Sigma" or the "Company"), will be held
on Friday, June 2, 1995 at 2:00 p.m., local time, at the principal executive
offices of the Company at 46501 Landing Parkway, Fremont, California 94538, for
the following purposes:
1. To elect directors to serve for the ensuing year and until their
successors are elected;
2. To ratify the appointment of Deloitte & Touche LLP as independent
auditors of the Company for the fiscal year ending January 31, 1996; and
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 April 6, 1995 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 assure your representation at the meeting, you are urged to mark,
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 has returned a proxy.
Sincerely,
Q. Binh Trinh
SECRETARY
Fremont, California
April 25, 1995
<PAGE>
SIGMA DESIGNS, INC.
------------------
PROXY STATEMENT
FOR 1995 ANNUAL MEETING OF SHAREHOLDERS
---------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of Sigma Designs, Inc. ("Sigma" or
the "Company") for use at the Annual Meeting of Shareholders (the "Annual
Meeting") to be held on Friday, June 2, 1995 at 2:00 p.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 at the
principal executive offices of the Company at 46501 Landing Parkway, Fremont,
California 94538. The Company's telephone number at that location is (510)
770-0100.
These proxy solicitation materials were mailed on or about April 25, 1995 to
all shareholders entitled to vote at the Annual Meeting.
PURPOSES OF THE ANNUAL MEETING
The purposes of the Annual Meeting are to (i) elect five (5) directors to
serve for the ensuing year and until their successors are duly elected and
qualified, (ii) ratify the appointment of Deloitte & Touche LLP as the Company's
independent auditors for the fiscal year 1996, and (iii) transact such other
business as may properly come before the Annual Meeting and at any and all
continuations or adjournments thereof.
RECORD DATE AND SHARE OWNERSHIP
Shareholders of record at the close of business on April 6, 1995 (the
"Record Date") are entitled to receive notice of and to vote at the Annual
Meeting. At the Record Date, 7,511,472 shares of the Company's Common Stock were
issued and outstanding. For information regarding security ownership by
management and by 5% shareholders, see "OTHER INFORMATION -- Share Ownership by
Principal Shareholders and Management." The closing price of the Company's
Common Stock on the Nasdaq National Market System on the Record Date was $5.00
per share.
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 Annual Meeting and voting in person. Attending the Annual Meeting
in and of itself will not constitute a revocation of proxy.
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 multiplied by the number of shares held by such
shareholder, 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 more than five (5) candidates. 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 Annual Meeting prior to the voting of the intention to
cumulate the shareholder's votes. On all other matters, each share has one vote.
Shares of Common Stock represented by properly executed proxies will, unless
such proxies have been previously revoked, be voted in accordance with the
instructions indicated thereon. In the absence of specific instructions to the
contrary, properly executed proxies will be voted: (i) FOR the election of each
of the Company's nominees as a director; and (ii) FOR ratification of the
appointment of Deloitte & Touche LLP as independent auditors. No business other
than that set forth in the
<PAGE>
accompanying Notice of Annual Meeting of Shareholders is expected to come before
the Annual Meeting. Should any other matter requiring a vote of shareholders
properly arise, the persons named in the enclosed form of proxy will vote such
proxy as the Board of Directors may recommend.
The cost of this solicitation will be borne by the Company. The Company may
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, telegram or letter.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The required quorum for the transaction of business at the Annual Meeting is
a majority of the shares of Common Stock issued and outstanding on the Record
Date. Shares that are voted "For" or "Against" a matter are treated as being
present at the meeting for 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 or broker non-votes, the Company
believes that both abstentions and broker non-votes should be counted for
purposes of determining the presence or absence of a quorum for the transaction
of business. The Company further believes that neither abstentions nor broker
non-votes should be counted as shares "represented and voting" with respect to a
particular matter for purposes of determining the total number of Votes Cast
with respect to such matter. In the absence of controlling precedent to the
contrary, the Company intends to treat abstentions and broker non-votes in this
manner. Accordingly, abstentions and broker non-votes will not affect the
determination as to whether the requisite majority of Votes Cast has been
obtained with respect to a particular matter.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
Proposals of shareholders of the Company which are intended to be presented
by such shareholders at the 1996 Annual Meeting of Shareholders must be received
by the Company no later than December 15, 1995 in order to have them included in
the proxy statement and form of proxy relating to that meeting.
FISCAL YEAR END
The Company's fiscal year ends on January 31. Fiscal 1995 ended on January
31, 1995 and is referred to herein as the "Last Fiscal Year."
2
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
DIRECTORS AND NOMINEES FOR DIRECTORS
A board of five (5) directors is to be elected at the Annual Meeting. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for the Company's five (5) nominees named below all of whom are presently
directors of the Company. In the event that any nominee of the Company is unable
or declines 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. 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 assure 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 Company is not aware of any nominee who will be unable or
will decline to serve as a director. The term of office of each person elected
as a director will continue until the next Annual Meeting of Shareholders or
until a successor has been elected and qualified.
RECOMMENDATION
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED
BELOW.
NOMINEES FOR DIRECTOR
The names of the nominees, each of whom is currently a director of the
Company, and certain information about them is set forth below, including
information furnished by them as to their principal occupation for the last five
(5) years and their ages as of April 6, 1995.
<TABLE>
<CAPTION>
DIRECTOR
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION SINCE
- ---------------------------- --- ------------------------------------------------ ---------
<S> <C> <C> <C>
Thinh Q. Tran 41 Chairman of the Board, President and Chief 1982
Executive Officer of the Company
Julien Nguyen 37 Co-Chairman of the Board and Chief Technical 1993
Officer of the Company
Q. Binh Trinh (1) 51 Vice President -- Finance, Chief Financial 1984
Officer and Secretary of the Company
Alexander Au (1)(2) 51 President and Chief Executive Officer, Silicon 1989
Magic Corporation
William J. Almon (1)(2) 62 President and Chief Executive Officer, StorMedia 1994
Inc.
<FN>
- ------------------------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
</TABLE>
Except as set forth below each of the nominees has been engaged in his
principal occupation described above during the past five (5) years. Mr. Trinh
is the brother-in-law of Mr. Tran. There are no other family relationships among
directors or officers of the Company.
Dr. Au has served as a Director of the Company since January 1989. Since
April 1994, he has served as President and as a Director of Silicon Magic
Corporation, a manufacturer of specialty memory products. Dr. Au served as
President and as a Director of Vitelic Corporation, a manufacturer of specialty
memory products, from 1983 until April 1994.
Mr. Nguyen has served as Co-Chairman of the Board and Chief Technical
Officer of the Company since January 1995 and as a Director since October 1993.
From August 1993 until January 1995, he served as the Vice President --
Engineering and Chief Technical Officer of the Company. From
3
<PAGE>
May 1992 until October 1993, Mr. Nguyen was President and Chief Executive
Officer of E-Motions, Inc., which was acquired by the Company in July 1993. From
1986 to 1991, Mr. Nguyen worked at Radius, Inc. as Director of Product
Development.
Mr. Almon has served as a Director of the Company since April 1994. In May
1994, he became President and Chief Executive Officer of StorMedia Inc., a
manufacturer of thin film discs. From December 1989 until February 1993, Mr.
Almon served as President and Chief Operating Officer of Conner Peripherals,
Inc., a manufacturer of computer disk drives and storage management devices.
From 1958 until 1987, Mr. Almon held various management positions with the IBM
Corporation, most recently as Vice President, Low End Storage Products. Mr.
Almon also serves as a Director of Read Rite Corporation.
VOTE REQUIRED
The five (5) 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 for the transaction of business, but have no other legal
effect in the election of directors under California law.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of five (5) meetings
during the Last Fiscal Year. No incumbent director attended less than 75% of the
aggregate of all meetings of the Board of Directors and any committees of the
Board on which he served, if any, during his tenure as a director. The Board of
Directors has an Audit Committee and a Compensation Committee. It does not have
a nominating committee or a committee performing the functions of a nominating
committee.
The Audit Committee of the Board of Directors, currently consisting of Mr.
Trinh, Dr. Au and Mr. Almon, met two (2) times during the Last Fiscal Year. The
Audit Committee recommends engagement of the Company's independent auditors, and
is primarily responsible for approving the services performed by the Company's
independent auditors and for reviewing and evaluating the Company's accounting
policies and its systems of internal accounting controls.
The Compensation Committee currently consists of directors Dr. Au and Mr.
Almon. During the Last Fiscal Year, the Compensation Committee held one (1)
meeting. The Compensation Committee reviews and makes recommendations to the
Board concerning the Company's executive compensation policy.
DIRECTOR COMPENSATION
Members of the Board of Directors are currently compensated at the rate of
$500 per Board meeting attended plus out-of-pocket expenses for attending such
meetings. During the Last Fiscal Year, each of Dr. Au and Mr. Almon, who served
on the Board as non-employee directors, were automatically granted 10,000 shares
of the Company's Common Stock at an exercise price of $4.88 per share pursuant
to the 1994 Director Option Plan. In addition during the Last Fiscal Year
pursuant to the 1994 Director Option Plan, Dr. Au was automatically granted
2,500 shares of the Company's Common Stock at an exercise price of $7.50 per
share.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected Deloitte & Touche LLP, independent
auditors, to audit the consolidated financial statements of the Company for the
fiscal year ending January 31, 1996. In the event of a negative vote on such
ratification, the Board of Directors will reconsider its selection.
Deloitte & Touche LLP has audited the Company's consolidated financial
statements for each fiscal year since the Company's inception. Representatives
of Deloitte & Touche LLP are expected to be present at the meeting with the
opportunity to make a statement if they desire to do so, and are expected to be
available to respond to appropriate questions.
4
<PAGE>
RECOMMENDATION
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
THE RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING JANUARY 31, 1996.
VOTE REQUIRED
The affirmative votes of the Votes Cast will be required to ratify the
appointment of Deloitte & Touche LLP as the Company's independent auditors for
the fiscal year ending January 31, 1996.
OTHER INFORMATION
EXECUTIVE OFFICERS
In addition to Messrs. Tran, Trinh and Nguyen, the following persons were
executive officers of the Company as of April 6, 1995:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------ --- --------------------------------------------------------------------
<S> <C> <C>
Silvio Perich 46 Senior Vice President, Worldwide Sales
Michael Nelson 51 General Manager -- Software Publishing Division
</TABLE>
Mr. Perich joined the Company in September 1985 as Director, Sales. In
September 1992, Mr. Perich became Senior Vice President, Worldwide Sales of the
Company. Mr. Perich was a co-founder of Costar Incorporated, a manufacturer's
representative organization for high technology products, where he served as
partner from October 1979 to September 1985. From September 1979 until September
1992, Mr. Perich served in several sales management roles at Siliconix, Inc., a
specialty semiconductor manufacturer. In addition, Mr. Perich was the founder of
Mondix Corporation, an international sales management consultant firm, where he
served as President from December 1979 to October 1983.
Mr. Nelson joined the Company in March 1995 as the General Manager --
Software Publishing Division. From May 1993 until March 1995, he served as the
Chief Operating Officer of Velocity, Inc., an educational-entertainment computer
software company. Mr. Nelson served as the Chief Operating Officer of Spectrum
Holobyte, Inc., an entertainment computer software company, from June 1990 until
April 1993. From January 1989 until May 1990, he served as Senior Vice President
of Marketing and Sales of W.R. Grace & Company, Specialty Business Group
SOFT*KAT, a distributor of education and home computer software. In addition
from January 1987 until December 1989, Mr. Nelson served as the Senior Vice
President of Mellert Hanking, Inc., a general consulting firm in technology,
food and distribution areas.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent (10%) of a
registered class of the Company's equity securities, to file certain reports
regarding ownership of, and transactions in, the Company's securities with the
Securities and Exchange Commission (the "SEC") and with Nasdaq. 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 copies of Forms 3 and 4 and amendments thereto
furnished to the Company pursuant to Rule 16a-3(e) and Forms 5 and amendments
thereto furnished to the Company with respect to the Last Fiscal Year, and any
written representations referred to in Item 405(b)(2)(i) of Regulation S-K
stating that no Forms 5 were required, the Company believes that, during the
Last Fiscal Year, all Section 16(a) filing requirements applicable to the
Company's officers, directors and 10% shareholders were complied with, except
that Julien Nguyen was late in filing one Form 4, resulting in seven
transactions by him not being reported on a timely basis.
5
<PAGE>
SHARE OWNERSHIP BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth the beneficial ownership of Common Stock of
the Company as of April 6, 1995 by: (a) each director; (b) each of the officers
named under "EXECUTIVE COMPENSATION -- Summary Compensation Table"; (c) all
directors and executive officers as a group; and (d) each person known to the
Company who beneficially owns 5% or more of the outstanding shares of its Common
Stock. The number and percentage of shares beneficially owned is determined
under rules of the SEC, and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rules, beneficial
ownership includes any shares as to which the individual has sole or shared
voting power or investment power and also any shares which the individual has
the right to acquire within sixty (60) days of April 6, 1995 through the
exercise of any stock option or other right. Unless otherwise indicated, each
person has sole voting and investment power (or shares such powers with his or
her spouse) with respect to the shares shown as beneficially owned. Unless
otherwise indicated, officers and directors can be reached at the Company's
principal executive offices. A total of 7,511,472 shares of the Company's Common
Stock were issued and outstanding as of April 6, 1995:
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED
--------------------
NAME NUMBER (1) PERCENT
- ------------------------------------------------------------ ---------- -------
<S> <C> <C>
Julien Nguyen 775,000 10.3
Thinh Q. Tran (2) 451,573 6.0
Q. Binh Trinh (3) 154,835 2.1
Silvio Perich (4) 92,000 1.2
Alexander Au (5) 7,500 *
Michael Nelson 0 *
William J. Almon 0 *
All Directors and Executive Officers as a
group (7 persons) (6) 1,480,908 19.7
<FN>
- ------------------------
* Represents less than one percent.
(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 laws where applicable and the information
contained in the footnotes to this table.
(2) Includes 120,573 shares issuable upon exercise of outstanding options which
were exercisable at April 6, 1995 or within sixty (60) days thereafter.
(3) Includes 103,000 shares issuable upon exercise of outstanding options which
were exercisable at April 6, 1995 or within sixty (60) days thereafter.
(4) Includes 92,000 shares issuable upon the exercise of outstanding options
which were exercisable at April 6, 1995 or within sixty (60) days
thereafter.
(5) Includes 7,500 shares issuable upon the exercise of outstanding options
which were exercisable at April 6, 1995 or within sixty (60) days
thereafter.
(6) Includes 323,073 shares issuable upon the exercise of outstanding options
held by five (5) officers and directors which were exercisable at April 6,
1995 or within sixty (60) days thereafter.
</TABLE>
6
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information with respect to the
compensation paid by the Company for services rendered during fiscal years 1995,
1994 and 1993 to Thinh Q. Tran, Silvio Perich and Julien Nguyen (the "Named
Officers"). No other executive officer of the Company earned compensation
exceeding $100,000 during the Last Fiscal Year. The table lists the principal
position held by each Named Officer in the Last Fiscal Year.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------- AWARDS
FISCAL ------------
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#)
- -------------------------------------------------------------------------------- ------ ---------- --------- ------------
<S> <C> <C> <C> <C>
1995 157,192 -- 400,000
Thinh Q. Tran 1994 107,146 -- 120,000
Chairman of the Board, President and Chief Executive Officer 1993 99,554 -- 40,000(1)
Julien Nguyen 1995 126,116 -- --
Vice President -- Engineering and 1994 50,769(2) -- --
Chief Technical Officer 1993 -- -- --
1995 86,615 18,357(3) 20,000
Silvio Perich 1994 126,776 8,324(4) 30,000
Senior Vice President, Worldwide Sales 1993 85,509 34,367(5) 80,000(6)
<FN>
- ------------------------
(1) On July 2, 1992, the Special Stock Option Committee canceled the option to
purchase a total of 40,000 shares of the Company's Common Stock granted to
Mr. Tran in December 1988 at a purchase price of $8.50 and granted Mr. Tran
an option to purchase 40,000 shares of the Company's Common Stock at a
purchase price of $4.25 per share.
(2) Mr. Nguyen joined the Company in August 1993. This amount represents the
total amount of salary paid to Mr. Nguyen for the fiscal year ended January
31, 1994.
(3) Represents total amount of commission paid to Mr. Perich for the fiscal
year ended January 31, 1995.
(4) Represents total amount of commission paid to Mr. Perich for the fiscal
year ended January 31, 1994.
(5) Represents total amount of commission paid to Mr. Perich for the fiscal
year ended January 31, 1993.
(6) On July 2, 1992, the Board of Directors of the Company canceled the option
to purchase 80,000 shares of the Company's Common Stock granted to Mr.
Perich in August 20, 1986 at a purchase price of $3.38 and granted Mr.
Perich an option to purchase a total of 80,000 shares of the Company's
Common Stock at a purchase price of $4.25 per share.
</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information with respect to options granted in
the Last Fiscal Year to the Named Officers.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------- POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED
TOTAL OPTIONS ANNUAL RATES OF STOCK
SHARES OF GRANTED TO PRICE APPRECIATION FOR
COMMON STOCK EMPLOYEES IN OPTION TERM (2)
UNDERLYING FISCAL YEAR EXERCISE EXPIRATION ----------------------
NAME OPTIONS (#) (1) PRICE ($/SH) DATE 5% 10%
- --------------------------------------------- ------------ ------------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Thinh Q. Tran 400,000(3) 44.1% $4.88 08/16/04 $3,568,000 $4,916,000
Julien Nguyen -- -- -- -- -- --
Silvio Perich 20,000(4) 2.2% $4.88 08/16/00 $ 80,000 $ 137,200
<FN>
- ------------------------
(1) The Company granted options representing 907,500 shares to employees in the
Last Fiscal Year under the Company's 1984 and 1994 Incentive Stock Option
Plans.
</TABLE>
7
<PAGE>
<TABLE>
<S> <C>
(2) The 5% and 10% assumed annual rates of appreciation are mandated by the
rules of the Securities and Exchange Commission and do not represent the
Company's estimate or projection of future Common Stock price.
(3) These options were granted under the Company's 1994 Incentive Stock Option
Plan and have exercise prices equal to the fair market value on the date of
grant. The options become exercisable cumulatively over a period of five
(5) years at the rate of twenty percent (20%) of the shares one (1) year
after the vesting commencement date specified in the grants and 1/60 of the
shares each month thereafter for the next four (4) years. The options
expire ten (10) years from the date of grant. The 1994 Incentive Stock
Option Plan is currently administered by the Compensation Committee, which
has broad discretion and authority to amend outstanding options and to
reprice options, whether through an exchange of options or an amendment
thereto.
(4) These options were granted under the Company's 1984 Incentive Stock Option
Plan and have exercise prices equal to the fair market value on the date of
grant. The options become exercisable cumulatively over a period of five
(5) years at the rate of twenty percent (20%) of the shares one (1) year
after the vesting commencement date specified in the grants and twenty
percent (20%) of the shares each year thereafter for the next four (4)
years. The options expire six (6) years from the date of grant.
</TABLE>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
The following table provides information with respect to option exercises in
the Last Fiscal Year by the Named Officers and the value of such officers'
unexercised options at January 31, 1995.
<TABLE>
<CAPTION>
TOTAL NUMBER OF UNEXERCISED TOTAL VALUE OF UNEXERCISED
OPTIONS AT FISCAL YEAR IN-THE-MONEY OPTIONS AT
END (#) FISCAL YEAR END ($)(1)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------------- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thinh Q. Tran 6,666 62,727 118,668 457,524 354,809 906,287
Julien Nguyen -- -- -- -- -- --
Silvio Perich -- -- 86,000 44,000 187,680 104,120
<FN>
- ------------------------
(1) Market value of underlying securities based on the closing price of the
Company's Common Stock on January 31, 1995 on Nasdaq, minus the exercise
price.
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Dr. Au, who became a director of the Company on January 3, 1989, is the
President, a director and a principal shareholder of Silicon Magic Corporation
("Silicon Magic"). On June 30, 1994, the Company exchanged 600,000 shares of
capital stock of Mosel/Vitelic Corporation for 600,000 shares of Series A
Preferred Stock of Silicon Magic. The total number of shares of Silicon Magic
held by the Company as of January 31, 1995 represented approximately 6.8% of the
outstanding capital stock of Silicon Magic.
CERTAIN TRANSACTIONS
See "EXECUTIVE COMPENSATION -- Compensation Committee Interlocks and Insider
Participation" above.
8
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
The Compensation Committee of the Board of Directors establishes the general
compensation policies of the Company as well as the compensation plans and
specific compensation levels for executive officers. It also administers the
Company's employee stock benefit plan for executive officers. The Compensation
Committee is currently composed of independent, non-employee directors who,
except as disclosed under "EXECUTIVE COMPENSATION -- Compensation Committee
Interlocks and Insider Participation," have no interlocking relationships as
defined by the Securities and Exchange Commission.
The Compensation Committee believes that the compensation of the executive
officers, including that of the Chief Executive Officer (collectively, the
"Executive Officers") should be influenced by the Company's performance. The
Committee establishes the salaries of all of the Executive Officers by
considering (i) the Company's financial performance for the past year, (ii) the
achievement of certain objectives related to the particular Executive Officer's
area of responsibility, (iii) the salaries of executive officers in similar
positions of comparably-sized companies and (iv) the relationship between
revenue and executive officer compensation. The Committee believes that the
Company's executive officer salaries in the Last Fiscal Year were among the
lowest in the industry for similarly-sized businesses.
In addition to salary, the Committee, from time to time, grants options to
Executive Officers. The Committee thus views stock option grants as an important
component of its long-term, performance-based compensation philosophy. Since the
value of an option bears a direct relationship to the Company's stock price, the
Committee believes that options motivate Executive Officers to manage the
Company in a manner which will also benefit shareholders. As such, options are
granted at the current market price. And one of the principal factors considered
in granting stock options to an Executive Officer is the Executive Officer's
ability to influence the Company's long-term growth and profitability.
Compensation Committee
Alexander Au
William J. Almon
9
<PAGE>
PERFORMANCE GRAPH
The following graph shows a comparison of cumulative total shareholder
return, calculated on a dividend reinvested basis, for the five-year period
beginning January 31, 1990 and ended January 31, 1995 for the Company, the CRSP
Index for Nasdaq Stock Market (U.S. Companies) (the "Nasdaq Index") and the CRSP
Index for Nasdaq Computer Manufacturers Stocks (the "Nasdaq Computer
Manufacturers Index"). The graph assumes that $100 was invested in the Company's
Common Stock on January 31, 1990 and in the Nasdaq Index and the Nasdaq Computer
Manufacturers Index on January 31, 1990. Note that historic stock price
performance is not necessarily indicative of future stock price performance.
COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
1/31/90 1/31/91 1/31/92 1/29/93 1/31/94 1/31/95
<S> <C> <C> <C> <C> <C> <C>
SIGMA DESIGNS, INC 100 78.6 80 74.3 162.9 75.7
Nasdaq Stock Market (U.S. Companies) 100 103.3 157.9 178.5 204.1 194.7
Nasdaq Computer Manufacturers Stocks SIC 3570-3579 US & Foreign 100 133.9 174.4 215.2 203.5 208.4
Notes:
A. The lines represent monthly index levels derived
from compounded daily returns that include all dividends.
B. The indexes are reweighted daily, using the market
capitalization on the previous trading day.
C. If the monthly interval, based on the fiscal year-end,
is not a trading day, the preceding trading day is used.
D. The index level for all series was set to $100 on 01/31/90.
</TABLE>
10
<PAGE>
OTHER MATTERS
The Company knows of no other matters to be submitted to the Annual Meeting.
If any other matters properly come before the Annual Meeting, it is the
intention of the persons named in the enclosed proxy to vote the shares they
represent as the Board of Directors may recommend.
It is important that your shares of stock be represented at the Annual
Meeting, regardless of the number of shares which you hold. You are, therefore,
urged to execute and return, at your earliest convenience, the accompanying
proxy in the envelope which has been enclosed.
The Board of Directors
Dated: April 25, 1995
11
<PAGE>
PROXY
SIGMA DESIGNS, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
APRIL 25, 1995
The undersigned shareholder of Sigma Designs, Inc. (the "Company"), hereby
appoints Thinh Q. Tran and Q. Binh Trinh and each of them, with power of
substitution to each, true and lawful attorneys, agents and proxyholders of the
undersigned, and hereby authorizes them to represent and vote, as specified
herein, all the shares of Common Stock of the Company held of record by the
undersigned on April 6, 1995, at the 1995 Annual Meeting of Shareholders of the
Company to be held on June 2, 1995 at 2:00 p.m., local time, at the Company's
offices at 46501 Landing Parkway, Fremont, California 94538, and any
adjournments or postponements thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED.
IN THE ABSENCE OF ANY DIRECTION, THE SHARES WILL BE VOTED FOR PROPOSALS 1 AND 2.
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS AND PROXY STATEMENT DATED APRIL 25, 1995.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE
SIDE
- FOLD AND DETACH HERE -
<PAGE>
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this proxy will be
voted FOR Proposals 1 and 2.
/X/ Please mark your
votes this way.
_____________
COMMON
1. ELECTION OF DIRECTORS
FOR all nominees WITHHOLD Thinh Q. Tran, Q. Binh Trinh,
listed to the right AUTHORITY Alexander Au, Julien Nguyen
(except as marked to vote for all nominees and William J. Almon.
to the contrary) listed to the right
(INSTRUCTION: To withhold
/ / / / authority to vote for any
nominee, write that nominee's
name on the space provided
below.)
_____________________________
2. APPOINTMENT OF INDEPENDENT AUDITORS
TO ratify the appointment of Deloitte
& Touche LLP as independent auditors of
the Company for the fiscal year ending
January 31, 1996.
FOR AGAINST ABSTAIN
/ / / / / /
3. In their discretion, the proxyholders are
authorized to vote upon such other business
as may properly come before the meeting, or
any adjournments or postponements thereof.
MARK HERE
FOR ADDRESS / /
CHANGE AND
NOTE BELOW
Please sign exactly as name appears hereon. Joint owners should each sign.
Trustees and others acting in a representative capacity should indicate the
capacity in which they sign and give their full title. If a corporation, please
sign in full corporate name by an authorized officer. If a partnership please
sign in partnership name by an authorized person.
Signature:__________________________________________Date_______________________
Signature:__________________________________________Date_______________________
Please mark, sign and date this proxy and return it promptly whether you plan to
attend the meeting or not. If you do attend, you may vote in person if you
desire.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
FOLD AND DETACH HERE
