<PAGE> 1
SCHEDULE 14A INFORMATION
(RULE 14a-101)
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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 sec. 240.14a-11(c) or sec. 240.14a-12
</TABLE>
VIASAT, 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] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
[VIASAT LOGO]
6155 EL CAMINO REAL
CARLSBAD, CALIFORNIA 92009
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS AND PROXY STATEMENT
To the Stockholders of ViaSat, Inc.:
The annual meeting of stockholders of ViaSat, Inc. will be held at the
corporate offices of ViaSat at 6155 El Camino Real, Carlsbad, California on
September 26, 2000 at 8:30 a.m. for the following purposes:
1. To elect two directors for a three-year term to expire at the 2003
annual meeting of stockholders. The present Board of Directors of ViaSat
has nominated and recommends for election as directors the following two
persons:
ROBERT W. JOHNSON
WILLIAM A. OWENS
2. To consider and vote upon a proposal to amend The 1996 Equity
Participation Plan of ViaSat, Inc. to increase the number of shares
authorized for issuance under the Equity Participation Plan by 1,800,000
shares.
3. To consider and vote upon a proposal to amend ViaSat's Certificate of
Incorporation to increase the authorized number of shares of common
stock from 25,000,000 shares to 100,000,000 shares.
4. To transact any other business that may properly come before our annual
meeting or any adjournment or postponement of the meeting.
The Board of Directors has fixed the close of business on July 28, 2000 as
the record date for the determination of stockholders entitled to notice of and
to vote at the annual meeting and at any adjournment or postponement of the
meeting.
Accompanying this notice of annual meeting is a proxy. WHETHER OR NOT YOU
EXPECT TO BE AT THE ANNUAL MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED
PROXY AND RETURN IT PROMPTLY. If you plan to attend the annual meeting and wish
to vote your shares personally, you may do so at any time before the proxy is
voted.
All stockholders are cordially invited to attend the annual meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ MARK D. DANKBERG
Mark D. Dankberg
Chairman of the Board, President
and Chief Executive Officer
Carlsbad, California
August 14, 2000
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
General Information About the Annual Meeting and Voting..... 1
Why did you send me this proxy statement?................. 1
What am I voting on?...................................... 1
How many votes do I have?................................. 1
How do I vote by proxy?................................... 1
May I revoke my proxy?.................................... 2
How do I vote in person?.................................. 2
What constitutes a quorum?................................ 2
What vote is required to approve each proposal?........... 2
What is the effect of abstentions and broker non-votes?... 3
What are the costs of soliciting these proxies?........... 3
How do I obtain an Annual Report on Form 10-K?............ 3
Proposal 1: Election of Directors........................... 3
Information Regarding Directors........................... 4
Board Committees and Meetings............................. 5
Compensation of Directors................................. 6
Vote Required; Recommendation of the Board of Directors... 6
Proposal 2: Approval of Amendment to the Equity
Participation Plan........................................ 6
Description of the Equity Participation Plan.............. 6
Proposed Amendment to the Equity Participation Plan....... 7
Federal Tax Consequences.................................. 8
Plan Benefits............................................. 9
Vote Required; Recommendation of the Board of Directors... 9
Proposal 3: Approval of Amendment to Certificate of
Incorporation to Authorize Additional Shares of Common
Stock..................................................... 10
Principal Effects of the Amendment........................ 10
Reasons for the Amendment................................. 10
Vote Required; Recommendation of the Board of Directors... 11
Security Ownership of Certain Beneficial Owners and
Management................................................ 11
Executive Compensation and Other Information................ 12
Executive Compensation.................................... 14
Compensation Plans........................................ 15
Compensation Committee Interlocks and Insider
Participation.......................................... 16
Committee Report on Executive Compensation................ 16
Performance Graph........................................... 18
Relationship with Independent Accountants................... 19
Section 16(a) Reporting..................................... 19
Stockholder Proposals for the 2001 Annual Meeting........... 19
Other Matters............................................... 19
Audit Committee Charter..................................... Appendix A
</TABLE>
i
<PAGE> 4
[VIASAT LOGO]
6155 EL CAMINO REAL
CARLSBAD, CALIFORNIA 92009
PROXY STATEMENT
The Board of Directors of ViaSat, Inc. is soliciting the enclosed proxy for
use at the annual meeting of stockholders to be held on September 26, 2000, at
8:30 a.m., at the corporate offices of ViaSat at 6155 El Camino Real, Carlsbad,
California 92009.
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
WHY DID YOU SEND ME THIS PROXY STATEMENT?
We sent you this proxy statement and the enclosed proxy card because
ViaSat's Board of Directors is soliciting your proxy to vote at the 2000 annual
meeting of stockholders. This proxy statement summarizes the information you
need to know to vote at the annual meeting. All stockholders who find it
convenient to do so are cordially invited to attend the annual meeting in
person. However, you do not need to attend the meeting to vote your shares.
Instead, you may simply complete, sign and return the enclosed proxy card.
On or about August 14, 2000, we began sending this proxy statement, the
attached notice of annual meeting and the enclosed proxy card to all
stockholders entitled to vote. Only stockholders who owned ViaSat common stock
at the close of business on July 28, 2000 are entitled to vote at the annual
meeting. On this record date, there were 10,896,726 shares of ViaSat common
stock outstanding. Common stock is our only class of stock entitled to vote. We
are also sending along with this proxy statement our 2000 Annual Report, which
includes our financial statements.
WHAT AM I VOTING ON?
- The election of two directors to serve a three-year term. The present
Board of Directors of ViaSat has nominated and recommends for election as
directors the following two persons:
ROBERT W. JOHNSON
WILLIAM A. OWENS
- To approve an amendment to The 1996 Equity Participation Plan of ViaSat,
Inc. to increase the number of authorized shares by 1,800,000 shares to
3,050,000 shares.
- To approve an amendment to ViaSat's Certificate of Incorporation to
increase the authorized number of shares of common stock from 25,000,000
shares to 100,000,000 shares.
HOW MANY VOTES DO I HAVE?
Each share of ViaSat common stock that you own entitles you to one vote.
HOW DO I VOTE BY PROXY?
Whether you plan to attend the annual meeting or not, we urge you to
complete, sign and date the enclosed proxy card and to return it promptly in the
envelope provided. Returning the proxy card will not affect your right to attend
or vote at the meeting.
1
<PAGE> 5
If you properly complete your proxy card and send it to us in time to vote,
your "proxy" (i.e. one of the individuals named on your proxy card) will vote
your shares as you have directed. If you sign the proxy card but do not make
specific choices, your proxy will vote your shares as recommended by the Board
of Directors as follows:
- "FOR" the election of the two nominees for director.
- "FOR" the proposal to approve an amendment to the Equity Participation
Plan to increase the number of authorized shares under by 1,800,000
shares.
- "FOR" the proposal to approve an amendment to ViaSat's Certificate of
Incorporation to increase the authorized number of shares of common stock
from 25,000,000 shares to 100,000,000 shares.
If any other matter is presented at the annual meeting, your proxy will
vote in accordance with his best judgment. As of the date of this proxy
statement, we knew of no matters that needed to be acted on at the meeting,
other than those discussed in this proxy statement.
MAY I REVOKE MY PROXY?
If you give us your proxy, you may revoke it at any time before it is
exercised. You may revoke your proxy in any one of the three following ways:
- You may send in another signed proxy with a later date,
- You may notify ViaSat's Secretary, Gregory D. Monahan, in writing before
the annual meeting that you have revoked your proxy, or
- You may notify ViaSat's Secretary in writing before the annual meeting
and vote in person at the meeting.
HOW DO I VOTE IN PERSON?
If you plan to attend the annual meeting and vote in person, we will give
you a ballot when you arrive. However, if your shares are held in the name of
your broker, bank or other nominee, you must bring an account statement or
letter from the nominee indicating that you were the beneficial owner of the
shares on July 28, 2000, the record date for voting.
WHAT CONSTITUTES A QUORUM?
The presence at the annual meeting, in person or by proxy, of a majority of
our outstanding common stock, or approximately 5,448,364 shares, constitutes a
quorum at the meeting, permitting us to conduct our business. Proxies that are
returned to us that reflect abstentions or include "broker non-votes" will be
treated as present and entitled to vote for purposes of determining the presence
of a quorum.
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?
<TABLE>
<S> <C>
Proposal 1: Election of Directors The two nominees for director who receive
the most votes will be elected.
Proposal 2: Approval of Amendment to the The affirmative vote of a majority of the
Equity Participation Plan votes cast at the annual meeting is
required.
Proposal 3: Approval of Increase in Number The affirmative vote of the holders of a
of Authorized Shares of Common Stock majority of the outstanding shares of the
common stock.
</TABLE>
Voting results will be tabulated and certified by our transfer agent,
Computershare Investor Services LLC.
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<PAGE> 6
WHAT IS THE EFFECT OF ABSTENTIONS AND BROKER NON-VOTES?
Shares represented by proxies that reflect abstentions or include "broker
non-votes" will be treated as present and entitled to vote for purposes of
determining the presence of a quorum. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum but are not counted for any purpose in determining whether a proposal has
been approved. However, broker non-votes can have the same effect as negative
votes on proposals requiring the affirmative vote of a majority of the
outstanding shares of common stock (such as Proposal 3).
WHAT ARE THE COSTS OF SOLICITING THESE PROXIES?
We will pay all of the costs of soliciting these proxies. Our directors and
employees may solicit proxies in person or by telephone, fax or email. We will
pay these employees and directors no additional compensation for these services.
We will ask banks, brokers and other institutions, nominees and fiduciaries to
forward these proxy materials to their principals and to obtain authority to
execute proxies. We will then reimburse them for their expenses.
HOW DO I OBTAIN AN ANNUAL REPORT ON FORM 10-K?
If you would like a copy of our Annual Report on Form 10-K for the fiscal
year ended March 31, 2000 that we filed with the Securities and Exchange
Commission, we will send you one without charge. Please write to:
Investor Relations
ViaSat, Inc.
6155 El Camino Real
Carlsbad, CA 92009
or
[email protected]
PROPOSAL 1:
ELECTION OF DIRECTORS
Our Board of Directors is divided into three classes with one-third of our
directors standing for election each year, generally for a three-year term. You
are requested to vote for two nominees for director whose terms expire at this
annual meeting and who will be elected for a new three-year term and until their
successors are elected and qualified. The nominees are Robert W. Johnson and
William A. Owens.
If no contrary indication is made, proxies in the accompanying form are to
be voted for Mr. Johnson and Mr. Owens or in the event that either Mr. Johnson
or Mr. Owens is not a candidate or is unable to serve as a director at the time
of the election (which is not currently expected), for any nominee who is
designated by the Board of Directors to fill the vacancy. Mr. Johnson and Mr.
Owens are members of the present Board of Directors.
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<PAGE> 7
INFORMATION REGARDING DIRECTORS
Provided below is information concerning the nominees to the Board of
Directors, as well as those directors whose terms are continuing after the
annual meeting.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
FOR A THREE-YEAR TERM EXPIRING AT THE
2003 ANNUAL MEETING OF STOCKHOLDERS
<TABLE>
<CAPTION>
NAME AGE PRESENT POSITION WITH VIASAT
---- --- ----------------------------
<S> <C> <C>
Robert W. Johnson............................... 50 Director
William A. Owens................................ 60 Director
</TABLE>
DR. ROBERT W. JOHNSON has been a director of ViaSat since 1986. Dr. Johnson
has worked in the venture capital industry since 1980, and has acted as an
independent investor since 1988. Dr. Johnson currently serves as a director of
Hi/fn Inc. and Previo, Inc., publicly-held companies that manufacture
semiconductors and software for networking, data storage and storage management.
Dr. Johnson also serves as a director of TimeLine Vista, a privately-held
company that manufactures professional audio equipment. Dr. Johnson holds B.S.
and M.S. degrees in Electrical Engineering from Stanford University and M.B.A.
and D.B.A. degrees from Harvard Business School.
WILLIAM A. OWENS has been a director of ViaSat since August 1998. Mr. Owens
has been Co-Chief Executive Officer and Vice Chairman of Teledesic LLC, a
publicly-held telecommunications company, and Chairman and Chief Executive
Officer of affiliated Teledesic Holdings Ltd. since August 1998. Mr. Owens was
President, Chief Operating Officer and Vice Chairman of Science Applications
International Corporation (SAIC), a privately-held firm, from March 1996 to
August 1998. From February 1994 to February 1996, Mr. Owens was Vice Chairman of
the Joint Chiefs of Staff, and the nation's second-ranking military officer. Mr.
Owens has also served as Deputy Chief of Naval Operations for Resources, Warfare
Requirements and Assessments, Commander of the U.S. Sixth Fleet and Senior
Military Assistant to the Secretary of Defense. Mr. Owens holds a B.S. degree in
Mathematics from the U.S. Naval Academy, B.A. and M.A. degrees in politics,
philosophy and economics from Oxford University, and a M.S. degree in Management
from George Washington University.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
TERM EXPIRING AT THE
2002 ANNUAL MEETING OF STOCKHOLDERS
<TABLE>
<CAPTION>
NAME AGE PRESENT POSITION WITH VIASAT
---- --- ----------------------------
<S> <C> <C>
Mark D. Dankberg................................ 45 Chairman, President and CEO
James F. Bunker................................. 66 Director
</TABLE>
MARK D. DANKBERG was a founder of ViaSat and has served as Chairman of the
Board, President and Chief Executive Officer of ViaSat since its inception in
May 1986. Mr. Dankberg also serves as a director of REMEC, Inc., a publicly-held
company that manufactures microwave multi-function modules, and Connected
Systems, a privately-held company that develops and manufactures digital voice
messaging systems. Prior to founding ViaSat, he was Assistant Vice President of
M/A-COM Linkabit, a manufacturer of satellite telecommunications equipment, from
1979 to 1986 and Communications Engineer for Rockwell International Corporation
from 1977 to 1979. Mr. Dankberg holds B.S.E.E. and M.E.E. degrees from Rice
University.
JAMES F. BUNKER has been a director of ViaSat since February 1997. In July
1998, Mr. Bunker was named President and Chief Executive Officer of Video
Network Communications, Inc., a publicly-held desktop video conferencing
company. Since 1993, Mr. Bunker has served as President of Windsor Consulting
Group, a privately-held emerging technology and business transition consulting
company. From 1991 to 1993,
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<PAGE> 8
he served as President of the VideoCipher division of General Instruments, Inc.
Prior to 1991, Mr. Bunker held several senior management positions at M/A-Com
Linkabit. Mr. Bunker received a B.S. degree in Electrical Engineering from
Northeastern University and completed the Sloan School Senior Executive Program.
TERM EXPIRING AT THE
2001 ANNUAL MEETING OF STOCKHOLDERS
<TABLE>
<CAPTION>
NAME AGE PRESENT POSITION WITH VIASAT
---- --- ----------------------------
<S> <C> <C>
Dr. Jeffrey M. Nash............................. 52 Director
B. Allen Lay.................................... 65 Director
</TABLE>
DR. JEFFREY M. NASH has been a director of ViaSat since 1987. Since 1994,
he has been President of Digital Perceptions Inc., a consulting and software
development firm serving the defense, communications, general aviation and
commercial computer industries. From August 1995 to December 1997, he was
President, Chief Executive Officer and a director of TransTech Information
Management Systems, Inc., a privately-held company that produces software and
mobile systems for the towing and recovery industry. From 1989 to 1994, he
served as Chief Executive Officer and President of Visqus Corporation as well as
Conner Technology, Inc., both subsidiaries of Conner Peripherals, Inc. Dr. Nash
is currently a director of REMEC, Inc., a publicly-held company which
manufactures microwave multi-function modules, Tiernan Communications, Inc., a
privately-held company manufacturing high definition television equipment, Prisa
Networks, a privately-held company manufacturing fiber channel networking
products for high-end storage area networks, StoragePoint.com, a privately-held
online storage company, and ORINCON Technology Inc., a privately-held defense
and commercial technical services and software company.
B. ALLEN LAY has been a director of ViaSat since 1996. Since 1983, he has
been a General Partner of Southern California Ventures, a venture capital
company. Mr. Lay is currently a director of PairGain Technology, Inc., a
publicly-held telecommunications company, Physical Optics Corporation, a
privately-held optical systems company, and Waveband Corporation, a
privately-held wave scanning antenna and sensor company.
BOARD COMMITTEES AND MEETINGS
During the fiscal year ended March 31, 2000, the Board of Directors held
five meetings. In that year, each director attended at least 75% of the
aggregate of all meetings held by the Board of Directors and all meetings held
by all committees of the Board of Directors on which the director served. The
Board of Directors has an Audit Committee and a Compensation Committee.
Audit Committee. The Board of Directors has an Audit Committee currently
consisting of Messrs. Johnson, Lay and Nash. In accordance with the rules of The
Nasdaq Stock Market, the Board of Directors recently adopted a formal written
Audit Committee Charter, a copy of which is attached to this proxy statement as
Appendix A. The Audit Committee Charter specifies that the principal purpose of
the Audit Committee is to assist the Board of Directors in fulfilling its
oversight responsibilities relating to corporate accounting and systems of
internal controls, our financial reporting practices, the quality and integrity
of our financial reports and the independence and performance of our outside
auditor. The Audit Committee held one meeting during fiscal year 2000 and one
meeting subsequent to the completion of the fiscal year 2000 audit.
Compensation Committee. The Board of Directors has a Compensation Committee
currently consisting of Messrs. Nash and Bunker. The responsibilities of the
Compensation Committee include, among other things, reviewing, approving and
reporting to the Board of Directors the compensation policies with respect to
our executive officers, reviewing and making recommendations regarding the
overall compensation policy, and administering our stock based compensation
plans. The Compensation Committee held one meeting during fiscal year 2000.
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<PAGE> 9
COMPENSATION OF DIRECTORS
Members of the Board of Directors are reimbursed for expenses actually
incurred in attending meetings of the Board of Directors and its committees.
Each independent director is paid an annual fee of $6,000. In addition, each
independent director is paid $1,500 for participation in each regular meeting of
the Board of Directors and $500 for participation in each committee meeting.
Each independent director at the time of initial election to the Board of
Directors is granted an option to purchase 7,500 shares of our common stock and
on the date of each subsequent annual meeting of stockholders is granted an
option to purchase 4,000 shares of our common stock.
VOTE REQUIRED; RECOMMENDATION OF THE BOARD OF DIRECTORS
If a quorum is present and voting at the annual meeting, the two nominees
receiving the highest number of votes will be elected to the Board of Directors.
Votes withheld from any nominee, abstentions and broker non-votes will be
counted only for purposes of determining a quorum.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE NOMINEES
LISTED ABOVE. PROXIES SOLICITED BY US WILL BE SO VOTED UNLESS YOU SPECIFY
OTHERWISE ON YOUR PROXY CARD.
PROPOSAL 2:
APPROVAL OF AMENDMENT TO THE EQUITY PARTICIPATION PLAN
At the annual meeting, you will be asked to consider and vote upon a
proposal to approve an amendment to the Equity Participation Plan to increase
the number of authorized shares of common stock by 1,800,000 shares to 3,050,000
shares. The Equity Participation Plan was initially adopted by ViaSat's Board of
Directors and stockholders in November 1996.
DESCRIPTION OF THE EQUITY PARTICIPATION PLAN
General Nature and Purpose. The Equity Participation Plan was adopted (1)
to further our growth, development and financial success by providing additional
incentives to some of our key employees who have been or will be given
responsibility for the management or administration of our business affairs, by
assisting them to become owners of our capital stock and thus to benefit
directly from our growth, development and financial success, and (2) to enable
us to retain the services of the type of professional, technical and managerial
employees considered essential to our long-range success, by providing and
offering them the opportunity to become owners of our capital stock. The Equity
Participation Plan provides for the grant to our executive officers, other key
employees, consultants and non-employee directors of a broad variety of stock-
based compensation alternatives such as nonqualified stock options, incentive
stock options, restricted stock and performance awards.
Administration. The Equity Participation Plan is administered by the
Compensation Committee of the Board of Directors. In addition to administering
the Equity Participation Plan, the Compensation Committee is also authorized to
adopt, amend and rescind rules relating to the administration of the Equity
Participation Plan.
Eligibility. Any employee or consultant selected by the Compensation
Committee is eligible to receive options under the Equity Participation Plan.
The Compensation Committee, in its absolute discretion, will determine (1) among
the eligible participants the individuals to whom options, restricted stock
purchase rights and performance awards are to be granted, (2) the number of
shares to be granted, and (3) the terms and conditions of the grants.
Grant of Options. The Compensation Committee will from time to time, in its
absolute discretion, determine (1) the number of shares to be subject to options
granted to selected employees and consultants, (2) whether the options are to be
incentive stock options or non-qualified stock options, and (3) the terms and
conditions of the options, in a manner consistent with the Equity Participation
Plan.
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<PAGE> 10
During the term of the Equity Participation Plan, a person who is initially
elected to the Board of Directors and who is an independent director at that
time is automatically granted an option to purchase 7,500 shares of common stock
and an option to purchase 4,000 shares of common stock on the date of each
subsequent annual meeting of stockholders.
Purchase Price of Optioned Shares. The price per share of the shares
subject to each option is set by the Compensation Committee. However, the price
per share cannot be less than the par value of a share of common stock, unless
otherwise permitted by applicable state law. In the case of incentive stock
options and options intended to qualify as performance-based compensation the
price cannot be less than 100% of the fair market value of a share of common
stock on the date the option is granted. In the case of incentive stock options
granted to an individual then owning more than 10% of the total combined voting
power of all classes of stock of ViaSat or any subsidiary or parent corporation
of ViaSat the price cannot be less than 110% of the fair market value of a share
of common stock on the date the option is granted.
Terms of Options. Options granted under the Equity Participation Plan may
not be exercised more than ten years after the date of grant, although the
Compensation Committee may grant options having shorter terms. The term cannot
exceed five years in the case of incentive stock options granted to an
individual then owning more than 10% of the total combined voting power of all
classes of stock of ViaSat. Except as limited by the Equity Participation Plan
or applicable law, the Compensation Committee may extend the term of any
outstanding option in connection with any termination of employment or
termination of consultancy of the optionee, or amend any other term or condition
of the option relating to a termination.
Exercise of Options. Upon the exercise of an option under the Equity
Participation Plan, the optionee must make full cash payment to the Secretary of
ViaSat for the shares with respect to which the option, or portion of the
option, is exercised. However, the Compensation Committee may in its discretion
allow various forms of payment which are described in the Equity Participation
Plan.
Other Stock Awards. The Equity Participation Plan allows for various other
awards including restricted stock, performance awards, dividend equivalents,
deferred stock, stock payments, and stock appreciation rights. There have not
been any of these awards granted since the inception of the Equity Participation
Plan.
Amendment of the Plan. The Equity Participation Plan may be wholly or
partially amended or otherwise modified, suspended or terminated at any time or
from time to time by the Board of Directors or the Compensation Committee.
However, without approval of the stockholders of ViaSat, the Equity
Participation Plan may not be amended to (1) increase the maximum number of
shares issuable upon exercise of options granted under the Equity Participation
Plan and (2) no action of the Board of Directors or the Compensation Committee
may be taken that would otherwise require stockholder approval as a matter of
applicable law, regulation or rule.
Grants in 1999 and 2000. Options to purchase 324,000 shares of common stock
were granted in fiscal year 1999 and 425,800 shares of common stock were granted
in fiscal year 2000 under the Equity Participation Plan. See "Executive
Compensation and Other Information" below for more information regarding the
options granted to some of our executive officers under the Equity Participation
Plan in fiscal years 1999 and 2000.
PROPOSED AMENDMENT TO THE EQUITY PARTICIPATION PLAN
A total of 1,250,000 shares of common stock are currently reserved for
issuance under the Equity Participation Plan. The Board of Directors recommends
an amendment to the Equity Participation Plan to increase the number of shares
available for issuance under the Equity Participation Plan by 1,800,000 shares
to 3,050,000 shares.
As of July 28, 2000, options to purchase an aggregate of 1,182,576 shares
of common stock had been issued under the Equity Participation Plan.
Accordingly, only 67,424 shares of common stock were available for the issuance
of new options.
ViaSat has been experiencing a period of significant growth in hiring and
ViaSat's management and Board of Directors believe that stock options are a key
aspect of ViaSat's ability to attract qualified engineering, technical and other
personnel in the face of an increasingly competitive hiring environment. The
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<PAGE> 11
Board of Directors approved an increase in the number of shares reserved for
issuance under the Equity Participation Plan to ensure that ViaSat is able to
continue to grant stock options to employees and consultants at levels
determined appropriate by the Board of Directors and the Compensation Committee.
In the event that this Proposal 2 is not approved by the stockholders, and as a
consequence ViaSat is unable to continue to grant options at competitive levels,
ViaSat's management believes that it will negatively affect ViaSat's ability to
manage future growth that may require the hiring of additional highly qualified
personnel.
The proposal to amend the Equity Participation Plan to increase the number
of shares authorized for issuance under the Equity Participation Plan will only
become effective, and is conditioned upon, stockholder approval of Proposal 3
below relating to the amendment to ViaSat's Certificate of Incorporation to
increase the authorized number of shares of common stock from 25,000,000 to
100,000,000. An increase in the authorized number of shares of common stock is
necessary to approve this proposal because of the two-for-one stock dividend
which ViaSat announced on August 10, 2000. The stock dividend will be payable to
holders of record on August 21, 2000 on August 31, 2000.
FEDERAL TAX CONSEQUENCES
The income tax consequences of options granted under the Equity
Participation Plan under current federal law are summarized below. The
discussion is intended to provide only general information. Federal alternative
minimum tax and employment tax consequences and state, local and foreign tax
consequences are not discussed.
The optionee will not recognize ordinary income by reason of the grant or
exercise of an incentive stock option. If an optionee holds stock acquired
through exercise of an incentive stock option for at least two years from the
date on which the option is granted and at least one year from the date on which
the stock is transferred to the optionee upon exercise of the option, any gain
or loss upon sale or other disposition of the stock will be capital gain or
loss. ViaSat will not be entitled to a deduction if the optionee holds the stock
for these holding periods. Generally, if the optionee sells or disposes of the
stock before the expiration of either of these holding periods (a "disqualifying
disposition"), at the time of sale or disposition, the optionee will recognize
ordinary income equal to the lesser of (a) the excess of the stock's fair market
value on the date of exercise over the aggregate exercise price, or (b) the
optionee's actual gain, if any, on the sale or disposition. The optionee's
additional gain, if any, upon the disqualifying disposition will be capital
gain.
To the extent the optionee recognizes ordinary income by reason of a
disqualifying disposition, ViaSat generally will be entitled (subject to the
requirement of reasonableness, Internal Revenue Code Section 162(m) and the
satisfaction of a tax reporting obligation) to a corresponding business expense
deduction in the tax year in which the disqualifying disposition occurs.
The optionee will not recognize ordinary income by reason of the grant of a
non-qualified stock option. Upon exercise of a non-qualified stock option, the
optionee will recognize ordinary income equal to the excess of the stock's fair
market value on the date of exercise over the aggregate exercise price paid.
Generally, with respect to employees, ViaSat is required to withhold taxes in an
amount based on the ordinary income recognized. Subject to the requirement of
reasonableness, Internal Revenue Code Section 162(m) and the satisfaction of a
tax-reporting obligation, ViaSat generally will be entitled to a business
expense deduction equal to the taxable ordinary income realized by the optionee.
Upon sale or disposition of the stock, the optionee will recognize any gain or
loss as capital gain or loss.
Internal Revenue Code Section 162(m) denies a deduction to any publicly
held corporation for compensation paid to certain executive officers in a
taxable year to the extent that compensation exceeds $1,000,000 for the
executive officer. Compensation attributable to stock options, alone or when
combined with all other types of compensation received by the executive officer
from ViaSat, may cause this limitation to be exceeded in any particular year.
Some kinds of compensation, including qualified "performance-based
compensation," are disregarded for purposes of the deduction limitation. In
accordance with applicable Treasury regulations issued under Section 162(m),
compensation attributable to stock options will qualify as performance-based
compensation, provided that: either (1) (a) the option plan contains a
per-employee limitation on the number of shares for which options may be granted
during a specified period, (b) the per-employee limitation is approved by the
8
<PAGE> 12
stockholders, (c) the option is granted by a compensation committee comprised
solely of "outside directors" (as defined in Section 162(m)) and (d) the
exercise price of the option is no less than the fair market value of the stock
on the date of grant; or (2) the option is granted by a compensation committee
comprised solely of "outside directors" and is granted (or exercisable) only
upon the achievement of an objective performance goal established by the
compensation committee while the outcome is substantially uncertain and approved
by the stockholders.
The foregoing discussion is intended to be a general summary only of the
federal income tax aspects of options granted under the Equity Participation
Plan; tax consequences may vary depending on the particular circumstances at
hand. In addition, administrative and judicial interpretations of the
application of the federal income tax laws are subject to change.
PLAN BENEFITS
The following table presents information with respect to options granted
under the Equity Participation Plan as of July 28, 2000, to (1) ViaSat's Chief
Executive Officer and its four other most highly compensated executive officers
at March 31, 2000 (collectively, the "Named Executive Officers"), (2) all
executive officers as a group, (3) all non-executive officer employees as a
group, and (4) all non-employee directors as a group.
EQUITY PARTICIPATION PLAN
<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERLYING
OPTIONS
GROUP GRANTED
----- ----------------
<S> <C>
All Named Executive Officers................................ 148,000
All Executive Officers as a Group........................... 473,500
All Non-Executive Officer Employees as a Group.............. 574,576
All Non-Employee Directors as a Group....................... 134,500
</TABLE>
VOTED REQUIRED; RECOMMENDATION OF THE BOARD OF DIRECTORS
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the meeting will be
required to approve the amendment to the Equity Participation Plan. Abstentions
will be counted toward the tabulation of votes cast on this proposal and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether this proposal
has been approved.
THIS PROPOSAL TO AMEND THE EQUITY PARTICIPATION PLAN WILL ONLY BECOME
EFFECTIVE, AND IS CONDITIONED UPON, STOCKHOLDER APPROVAL OF PROPOSAL 3 BELOW.
THE FAILURE OF VIASAT'S STOCKHOLDERS TO APPROVE PROPOSAL 3 BELOW WILL RESULT IN
THE AUTOMATIC NON-APPROVAL OF THIS PROPOSAL 2.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR THE AMENDMENT TO THE EQUITY PARTICIPATION PLAN. PROXIES SOLICITED BY THE
BOARD OF DIRECTORS WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE ON
THEIR PROXY CARDS.
9
<PAGE> 13
PROPOSAL 3:
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION
TO AUTHORIZE ADDITIONAL SHARES OF COMMON STOCK
At the annual meeting, you will be asked to consider and vote upon a
proposal to approve an amendment to ViaSat's Certificate of Incorporation to
increase ViaSat's authorized number of shares of common stock from 25,000,000
shares to 100,000,000 shares.
PRINCIPAL EFFECTS OF THE AMENDMENT
The additional common stock to be authorized by adoption of the amendment
would have rights identical to the currently outstanding common stock. Adoption
of the proposed amendment and issuance of the common stock would not affect the
rights of the holders of currently outstanding common stock of ViaSat, except
for effects incidental to increasing the number of shares of the common stock
outstanding, such as dilution of the earnings per share and voting rights of
current holders of common stock. If the amendment is adopted, it will become
effective upon filing of a Certificate of Amendment of ViaSat's Certificate of
Incorporation with the Secretary of State of the State of Delaware.
If adopted, the amendment would cause the first paragraph of Article Fourth
of ViaSat's Certificate of Incorporation to read as follows:
"FOURTH: The Corporation is authorized to issue two classes of shares of
capital stock to be designated respectively, Preferred Stock and Common
Stock. The total number of shares which the Corporation is authorized to
issue is one hundred five million (105,000,000). Five million (5,000,000)
shares shall be Preferred Stock, of which three million two hundred
twenty-five thousand (3,225,000) are hereby designated Series A Convertible
Preferred Stock ("Series A Preferred Stock") and one hundred million
(100,000,000) shares shall be Common Stock. The Preferred Stock and Common
Stock shall each have a par value of $.0001 per share."
In addition to the 10,896,726 shares of common stock outstanding at July
28, 2000, the Board of Directors has reserved 405,402 shares for issuance upon
exercise of options and rights granted under ViaSat's stock option and stock
purchase plans, and 50,000 shares of common stock which may be issued upon
exercise of warrants.
REASONS FOR THE AMENDMENT
Other than in connection with ViaSat's equity plans, the Board of Directors
has no agreements or commitments to issue additional shares of common stock for
any purpose. However, it desires to have these additional 75,000,000 shares
available to provide additional flexibility to use its capital stock for
business and financial purposes in the future. The additional shares may be
used, without further stockholder approval, for various purposes including,
without limitation, raising capital, providing equity incentives to employees,
officers or directors, establishing strategic relationships with other companies
and expanding ViaSat's business or product lines through the acquisition of
other businesses or products.
From time to time ViaSat considers strategic transactions and alternatives
with the goal of maximizing stockholder value. For example, in April 2000 ViaSat
completed the acquisition of the satellite networking division of
Scientific-Atlanta, Inc. ViaSat will continue to evaluate additional potential
strategic transactions and alternatives which it believes may enhance
stockholder value. These additional potential transactions may include a variety
of different structures, including spin-offs, strategic partnerships, joint
ventures, restructurings, divestitures and business combinations.
The additional shares of common stock that would become available for
issuance if the proposal were adopted could also be used by ViaSat to oppose a
hostile takeover attempt or delay or prevent changes in control or management of
ViaSat. For example, without further stockholder approval, the Board of
Directors could adopt a "poison pill" which would, under some circumstances
related to an acquisition of shares not approved by the Board of Directors, give
some holders the right to acquire additional shares of common stock
10
<PAGE> 14
at a low price, or the Board could strategically sell shares of common stock in
a private transaction to purchasers who would oppose a takeover or favor the
current Board of Directors. Although this proposal to increase the authorized
common stock has been prompted by business and financial considerations and not
by the threat of any hostile takeover attempt (nor is the Board of Directors
currently aware of any attempts directed at ViaSat), nevertheless, stockholders
should be aware that approval of this proposal could facilitate future efforts
by ViaSat to deter or prevent changes in control of ViaSat, including
transactions in which the stockholders might otherwise receive a premium for
their shares over then current market prices.
VOTED REQUIRED; RECOMMENDATION OF THE BOARD OF DIRECTORS
The affirmative vote of the holders of a majority of the outstanding shares
of the common stock, will be required to approve this proposal to amend ViaSat's
Certificate of Incorporation. As a result, abstentions and broker non-votes will
have the same effect as negative votes.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR THE AMENDMENT TO VIASAT'S CERTIFICATE OF INCORPORATION. PROXIES SOLICITED BY
THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE ON
THEIR PROXY CARDS.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information regarding the ownership of
ViaSat's common stock as of July 28, 2000, by: (1) each director and nominee for
director, (2) each of the executive officers of ViaSat, (3) all executive
officers and directors of ViaSat as a group, and (4) all other stockholders
known by ViaSat to be beneficial owners of more than five percent of its common
stock. Unless otherwise indicated, the address for each of the stockholders
listed below is c/o ViaSat, Inc., 6155 El Camino Real, Carlsbad, California
92009.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT
NAME OR GROUP(1) OF BENEFICIAL OWNERSHIP(2) BENEFICIAL OWNERSHIP
---------------- -------------------------- --------------------
<S> <C> <C>
Morgan Stanley Dean Witter & Co.
1585 Broadway
New York, NY 10036(3).............................. 1,566,888 14.38%
Mark D. Dankberg..................................... 848,201 7.76
Steven R. Hart....................................... 585,814 5.37
Robert W. Johnson.................................... 280,249 2.57
Mark J. Miller....................................... 269,245 2.47
Gregory D. Monahan................................... 203,043 1.86
Jeffrey M. Nash...................................... 184,207 1.69
B. Allen Lay(4)...................................... 173,515 1.59
Robert L. Barrie..................................... 37,003 *
James F. Bunker...................................... 16,501 *
Richard A. Baldridge................................. 14,000 *
Thomas A. Wittenschlaeger............................ 11,060 *
Stephen W. Cable..................................... 10,405 *
William A. Owens..................................... 6,334 *
Claude Hashem........................................ -- --
All directors and executive officers as a group
(14 persons)....................................... 2,642,577 24.25
</TABLE>
---------------
* Less than 1%.
(1) The information regarding beneficial ownership of ViaSat common stock has
been presented according to rules of the SEC and is not necessarily
indicative of beneficial ownership for any other purpose. Under the SEC
rules, beneficial ownership of ViaSat common stock includes any shares as to
which a person has
11
<PAGE> 15
sole or shared voting power or investment power and also any shares which a
person has the right to acquire within 60 days through the exercise of any
stock option or other right. Under California and some other state laws,
personal property owned by a married person may be community property that
either spouse may manage and control. ViaSat has no information as to
whether any shares shown in this table are subject to community property
laws.
(2) Includes the following shares issuable upon the exercise of outstanding
stock options that are exercisable within 60 days of July 28, 2000: Mr.
Dankberg -- 32,671 option shares, Mr. Hart -- 11,669 option shares, Dr.
Johnson -- 19,169 option shares, Mr. Miller -- 10,669 option shares, Mr.
Monahan -- 15,504 option shares, Dr. Nash -- 19,169 option shares, Mr.
Lay -- 19,169 option shares, Mr. Barrie -- 33,334 option shares, Mr.
Bunker -- 15,501 option shares, Mr. Baldridge -- 14,000 option shares, Mr.
Wittenschlaeger -- 11,000 option shares, Mr. Cable -- 8,200 option shares,
and Mr. Owens -- 6,334 option shares.
(3) Based on the Schedule 13G dated May 10, 2000 filed by Morgan Stanley Dean
Witter & Co. ("Morgan") and Miller Anderson & Sherrerd, LLP ("Miller"),
Morgan and Miller are Investment Advisors registered under Section 203 of
the Investment Advisors Act of 1940. Accounts managed on a discretionary
basis by Miller, a wholly owned subsidiary of Morgan, are known to have the
right to receive or the power to direct the receipt of dividends from, or
the proceeds from, the sale of these securities. No such account holds more
than 5% of the class.
(4) Includes (a) 15,200 shares of common stock held by Lay Charitable Remainder
Unitrust, and (b) 30,403 shares of common stock held by Lay Living Trust.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The information provided below is submitted with respect to each of
ViaSat's executive and other principal officers.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Mark D. Dankberg..................... 45 Chairman of the Board, President and Chief Executive
Officer
Richard A. Baldridge................. 41 Vice President and Chief Financial Officer
Gregory D. Monahan................... 53 Vice President -- Administration and General Counsel
Claude J. Hashem..................... 46 Vice President and General Manager of Electronics
Systems Group
Thomas M. Wittenschlaeger............ 41 Vice President and General Manager of Commercial
Products Group
Stephen W. Cable..................... 44 Vice President -- Strategic Development
James P. Collins..................... 55 Vice President -- Business Development of Electronics
Systems Group
Mark J. Miller....................... 39 Vice President, Chief Technical Officer and Secretary
Steven R. Hart....................... 45 Vice President -- Engineering and Chief Technical
Officer
Robert L. Barrie..................... 55 Vice President -- Operations
</TABLE>
MARK D. DANKBERG was a founder of ViaSat and has served as Chairman of the
Board, President and Chief Executive Officer of ViaSat since its inception in
May 1986. For a more detailed discussion of Mr. Dankberg's business experience
see "Election of Directors -- Information Regarding Directors" above.
RICHARD A. BALDRIDGE joined ViaSat in April 1999 as Vice President and
Chief Financial Officer. Prior to joining ViaSat, Mr. Baldridge served as Vice
President and General Manager of Raytheon Corporation's Training Systems
Division from January 1998 to April 1999. From June 1994 to December 1997, Mr.
Baldridge served as Chief Operating Officer, Chief Financial Officer and Vice
President -- Finance and Administration for Hughes Information Systems and
Hughes Training Inc., prior to their acquisition by Raytheon in 1997. Mr.
Baldridge's other experience includes various senior financial management roles
with General Dynamics Corporation. Mr. Baldridge also serves as a director of
Jobs for America's Graduates and
12
<PAGE> 16
the National Alliance of Business (NAB). Mr. Baldridge holds a B.S. degree in
Business Administration, with an emphasis in Information Systems, from New
Mexico State University.
GREGORY D. MONAHAN has served as Vice President, General Counsel and
Secretary of ViaSat since April 1999 and as Vice President, Chief Financial
Officer and General Counsel from December 1988 to April 1999. Prior to joining
ViaSat, Mr. Monahan was Assistant Vice President of M/A-COM Linkabit from 1978
to 1988. Mr. Monahan holds a J.D. degree from the University of San Diego and
B.S.M.E. and M.B.A. degrees from the University of California, Berkeley.
CLAUDE J. HASHEM joined ViaSat in May 2000 as Vice President and General
Manager for the Electronic Systems Group. Prior to joining ViaSat Mr. Hashem
served as Vice President and Program Director of Global Hawk Unmanned Aerial
Vehicle at Northrop Grumman from April 1997 to May 2000. From 1991 to April 1997
Mr. Hashem held various positions at Lockheed Martin, including Director, Deputy
Program Director and Manager. Mr. Hashem holds a B.S. degree in Electrical
Engineering from Villanova University.
THOMAS M. WITTENSCHLAEGER joined ViaSat in October 1998 as Vice President
and General Manager of the Commercial Products Group. Mr. Wittenschlaeger served
as Director, International Finance and Business Assessment of Hughes Space and
Communication from April 1997 to October 1998. From April 1994 to March 1997,
Mr. Wittenschlaeger held various positions at Hughes, including Vice
President -- Business Development, Assistant Division Manager, Command and
Control Systems Division, and Director -- Business Assessment and Member of the
Technical Staff. Mr. Wittenschlaeger holds a B.S. in Electrical Engineering from
the U.S. Naval Academy and co-founded the University of California, Los Angeles'
Executive Program in Marketing. Mr. Wittenschlaeger is also a graduate of the
Executive Program in Business at the University of California, Los Angeles.
STEPHEN W. CABLE joined ViaSat in October 1998 as Vice
President -- Strategic Development. Prior to joining ViaSat, Mr. Cable served as
Director of Satcom Systems of Rockwell International Corporation's Collins
Government Systems Division from September 1997 to October 1998. From October
1994 to August 1997, Mr. Cable held various positions with Rockwell in its
Communications Systems Division, including Director of Advanced Programs,
Director of Engineering, Acting General Manager, Vice President Rockwell Global
Wireless business initiative and Chairman of the Strategic Planning Council for
the Communications Systems Division. Mr. Cable holds B.S.E.E. and M.S.E. degrees
in Electrical Engineering from Rice University.
JAMES P. COLLINS has served as Vice President -- Business Development of
the Electronics Systems Group since March 1997 and as Vice President of Business
Development of ViaSat since December 1988. Prior to joining ViaSat, Mr. Collins
was Assistant Vice President of M/A-COM Linkabit from 1982 to 1988. Mr. Collins
was a Director of Marketing while at General Dynamics Corporation from 1976 to
1982 and prior to that served on active duty in the U.S. Army for ten years. Mr.
Collins currently serves in the U.S. Army Reserve as a Brigadier General. He
holds a B.A. degree from Hofstra University and a M.S. degree in Geodetic
Science from Ohio State University.
MARK J. MILLER was a founder of ViaSat and has served as Vice President and
Chief Technical Officer of ViaSat since 1993 and as Engineering Manager since
1986. Prior to joining ViaSat, Mr. Miller was a Staff Engineer at M/A-COM
Linkabit from 1983 to 1986. Mr. Miller holds a B.S.E.E. degree from the
University of California, San Diego and a M.S.E.E. degree from the University of
California, Los Angeles.
STEVEN R. HART was a founder of ViaSat and has served as Vice
President -- Engineering and Chief Technical Officer since March 1997, as Vice
President and Chief Technical Officer since 1993 and as Engineering Manager
since 1986. Prior to joining ViaSat, Mr. Hart was a Staff Engineer and Manager
at M/A-COM Linkabit from 1982 to 1986. Mr. Hart holds a B.S. in Mathematics from
the University of Nevada, Las Vegas and a M.A. in Mathematics from the
University of California, San Diego.
ROBERT L. BARRIE joined ViaSat in January 1997 as Vice President of
Operations. Prior to joining ViaSat, Mr. Barrie was Vice President of Operations
at Pacific Communications Sciences Inc. from 1987 to 1996. Mr. Barrie served in
several positions at OAK Communications, Inc. from 1980 to 1986 including Vice
13
<PAGE> 17
President -- Program Management. Mr. Barrie was a Vice President at LaPointe
Industries from 1969 to 1980. Mr. Barrie holds a B.S. degree in Business from
Charter Oak State College and an M.B.A. from National University.
EXECUTIVE COMPENSATION
The following table provides summary information concerning compensation
paid by us to, or on behalf of, each of our Named Executive Officers. Unless
otherwise indicated, all references in this proxy statement to a fiscal year
refer to the fiscal year ending on March 31. For example, references to fiscal
year 2000 refer to the fiscal year beginning on April 1, 1999 and ending on
March 31, 2000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
FISCAL YEAR NUMBER OF
COMPENSATION SECURITIES
FISCAL ------------------ UNDERLYING ALL OTHER
NAME YEAR SALARY BONUS OPTIONS COMPENSATION(1)
---- ------ -------- ------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Mark D. Dankberg(2)....................... 2000 $316,300 $60,000 15,000 $5,204
Chairman, President 1999 241,300 35,000 15,000 4,995
and CEO 1998 218,000 81,000 15,000 4,969
Thomas E. Carter(3)....................... 2000 180,000 20,000 4,000 5,117
Vice President -- General Manager 1999 170,000 17,000 7,500 4,971
of Electronics Systems Group 1998 159,600 24,400 4,000 4,846
Robert L. Barrie.......................... 2000 165,900 25,000 10,000 5,188
Vice President -- Operations 1999 155,000 14,000 5,000 6,417
1998 140,000 15,000 -- --
Gregory D. Monahan........................ 2000 159,000 25,000 6,500 5,173
Vice President, General Counsel 1999 151,400 4,000 2,000 4,833
and Secretary 1998 137,599 10,000 2,000 4,837
Steven R. Hart............................ 2000 159,000 25,000 4,000 5,149
Vice President -- Engineering and 1999 145,000 8,000 4,000 4,901
Chief Technical Officer 1998 133,100 20,000 4,000 4,856
</TABLE>
---------------
(1) All other compensation consists of matching 401(k) contributions by ViaSat.
(2) Includes vacation pay out of $50,900.
(3) Thomas E. Carter resigned as Vice President and General Manager of
Electronic Systems Group in May 2000 to pursue other opportunities related
to ViaSat.
14
<PAGE> 18
The following table provides summary information concerning individual
grants of stock options made during fiscal year 2000 to each of our Named
Executive Officers.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
-------------------------------------------------------- ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM(1)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION --------------------
NAME GRANTED FISCAL YEAR 2000 PER SHARE DATE 5% 10%
---- ---------- ---------------- ----------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Mark D. Dankberg................ 15,000 3.56% $16.130 7/14/04 $38,034 $111,356
Thomas E. Carter................ 4,000 0.95 14.660 7/14/09 36,650 93,094
Robert L. Barrie................ 4,000 2.37 14.660 7/14/09 36,650 93,094
6,000 52.310 1/14/05 86,254 191,035
Gregory D. Monahan.............. 3,500 1.54 14.660 7/14/09 32,069 81,457
3,000 52.310 1/14/10 98,399 249,639
Steven R. Hart.................. 4,000 0.95 14.660 7/14/09 36,650 93,094
</TABLE>
---------------
(1) These amounts represent assumed rates of appreciation in the price of the
common stock during the terms of the options in accordance with rates
specified in applicable federal securities regulations. Actual gains, if
any, on stock option exercises will depend on the future price of the common
stock and overall stock market conditions. There is no representation that
the rates of appreciation reflected in this table will be achieved.
The following table provides information concerning exercises of stock
options by each of our Named Executive Officers, and the number of options and
value of unexercised options held by each such person at March 31, 2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
NUMBER OF UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT YEAR-END OPTIONS AT YEAR-END(1)
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mark D. Dankberg........... 14,670 $1,093,825 23,670 36,000 $1,598,944 $2,165,016
Thomas Carter.............. -- -- 19,203 11,333 1,374,861 693,194
Robert L. Barrie........... -- -- 31,000 34,000 2,019,892 1,936,488
Gregory D. Monahan......... 11,076 183,430 22,539 8,499 1,629,025 409,018
Steven R. Hart............. -- -- 11,337 7,999 785,586 491,381
</TABLE>
---------------
(1) The dollar values have been calculated by determining the difference between
the fair market value of the securities underlying the options at March 31,
2000 and the exercise price.
COMPENSATION PLANS
401(k) Plan. We have established a tax-qualified employee savings and
retirement plan effective January 1990 covering all employees who have been
employed by us for at least 90 days and who are at least 21 years of age. Under
the 401(k) Plan, our employees may elect to reduce their current compensation by
not less than 1.0% nor more than 15.0% of eligible compensation and have the
amount of the reduction contributed to the 401(k) Plan. The 401(k) Plan permits,
but does not require, additional cash contributions to the 401(k) Plan by us.
The trustee under the 401(k) Plan invests the assets of the 401(k) Plan in
designated investment options. The 401(k) Plan is intended to qualify under
Section 401 of the Internal Revenue Code so that contributions to the 401(k)
Plan, and income earned on plan contributions, are not
15
<PAGE> 19
taxable to our employees until withdrawn from the 401(k) Plan, and so that
contributions by us are deductible by us when made for income tax purposes.
Employee Stock Purchase Plan. We have established the ViaSat, Inc. Employee
Stock Purchase Plan to assist our employees in acquiring a stock ownership
interest in our company and to encourage them to remain in our employment. The
Purchase Plan is intended to qualify under Section 423 of the Internal Revenue
Code. The Purchase Plan permits our eligible employees to purchase our common
stock at a discount through payroll deductions during specified six-month
offering periods. The Purchase Plan is administered by the Compensation
Committee. Currently, a maximum of 500,000 shares of common stock are authorized
for issuance under the Purchase Plan. As of July 28, 2000, an aggregate of
162,022 shares of common stock at prices ranging from $7.65 to $ 42.40 were
issued under the Purchase Plan.
1993 Stock Option Plan. In 1993, we adopted the ViaSat, Inc. 1993 Stock
Option Plan to enable our key employees, consultants and non-employee directors
to acquire a proprietary interest in our company, and to create in such persons
an increased interest in and a greater concern for the welfare of our company.
The 1993 Stock Option Plan provided for aggregate option grants of up to 733,500
shares. As of July 28, 2000, options to purchase an aggregate of 57,433 shares
of common stock at prices ranging from $1.36 to $4.50 were outstanding under the
1993 Stock Option Plan. No additional grants will be made under the 1993 Stock
Option Plan.
1996 Equity Participation Plan. In November, 1996 we adopted The 1996
Equity Participation Plan of ViaSat, Inc. to update and replace the 1993 Stock
Option Plan. The Equity Participation Plan provides for the grant to our
executive officers, other key employees, consultants and non-employee directors
of a broad variety of stock-based compensation alternatives such as nonqualified
stock options, incentive stock options, restricted stock and performance awards.
The Equity Participation Plan provides for aggregate award grants of up to
1,250,000 shares. If Proposal 2 above is approved, the shares of common stock
authorized for issuance under the Equity Participation Plan will be increased by
1,800,000 shares to 3,050,000 shares. As of July 28, 2000, options to purchase
an aggregate of 1,091,693 shares of common stock at prices ranging from $7.38 to
$87.63 were outstanding under the Equity Participation Plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal year 2000, the Compensation Committee was comprised of
Messrs. Nash and Bunker. No interlocking relationship exists between any member
of the Compensation Committee and any member of any other company's board of
directors or compensation committee.
COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is responsible for administering our
compensation policies and practices and approves all elements of compensation
for our executive officers. The Compensation Committee reports regularly to the
Board of Directors on its activities. In general, the compensation policies
adopted by the Compensation Committee are designed to provide competitive levels
of compensation to:
- attract and retain executives capable of leading us to meet our business
objectives and
- motivate our executives to enhance long-term stockholder value.
EXECUTIVE OFFICER COMPENSATION
Our executive compensation program is comprised of base salary, annual cash
incentive bonus and long-term incentive compensation in the form of stock option
grants at current market prices.
Our compensation program for executive officers is designed to provide a
total compensation level (including both annual and long-term incentives) that
is competitive with surveyed companies. For executive officers recently
recruited by us, annual compensation rates and long-term incentive awards
reflect amounts necessary to attract them to our company. The compensation
program is benchmarked by using surveys of companies in the high technology
industry with similar revenues and/or prospects. These companies, which
16
<PAGE> 20
are representative of the firms we compete with for executive talent and have
jobs similar to those at our company in magnitude, complexity and scope of
responsibility, form the basis for the survey group used by the Compensation
Committee.
COMPONENTS OF EXECUTIVE COMPENSATION
- Base salary is established by the Compensation Committee based on an
executive's job responsibilities, level of experience, individual
performance and contribution to our company, and information obtained
from surveys. The Compensation Committee believes that the executives'
base salaries are at competitive levels relative to the various markets
from which our company attracts its executive talent.
- Annual cash incentive bonus is established by the Compensation Committee
at the end of the fiscal year and is based on our company's performance,
individual performance, and compensation surveys. Bonuses awarded in
prior years are also taken into consideration. The bonuses are at risk
and are not arithmetically derived using a bonus formula.
- Long-term incentives include awards of stock options, restricted stock,
and performance awards. The objective for the awards is to align closely
executive interests with the longer term interests of stockholders. These
awards, which are at risk and dependent on the creation of incremental
stockholder value or the attainment of cumulative financial targets over
several years, represent a significant portion of the total compensation
opportunity provided for the executive officers. Award sizes are based on
individual performance, level of responsibility, the individual's
potential to make significant contributions to our company, and award
levels at other companies in the survey group. Long-term incentives
granted in prior years are also taken into consideration. For fiscal year
2000, the Compensation Committee determined that the only form of
long-term incentive awards would be stock options. There were no
restricted stock or performance awards granted during fiscal year 2000.
COMPENSATION FOR THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Mr. Dankberg, a founder of ViaSat, has led ViaSat to another successful
year in fiscal year 2000. ViaSat's fiscal year 2000 achievements in revenue
growth, order backlog, product development and shipments were consistent with
ViaSat's objectives. Additionally, ViaSat accomplished major strategic
achievements in fiscal year 2000, including the acquisition of a commercial
satellite networking division from Scientific-Atlanta, Inc. Under Mr. Dankberg's
direction, ViaSat has achieved fourteen consecutive years of internally
generated revenue growth and thirteen consecutive years of profitability, and is
well positioned to benefit from its successes in developing and deploying
products that utilize Demand Assigned Multiple Access satellite networking
technology. During fiscal year 2000, Mr. Dankberg earned a base salary of
$265,400. In light of the leadership he demonstrated during the year, in July
1999, the Compensation Committee granted Mr. Dankberg a stock option to purchase
15,000 shares of common stock at $16.13 per share (110% of the fair market value
at the time of grant), and the Compensation Committee determined that Mr.
Dankberg should receive a $60,000 bonus.
DEDUCTIBILITY OF COMPENSATION IN EXCESS OF $1 MILLION PER YEAR
Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to public companies for compensation in excess of $1
million paid to a company's Chief Executive Officer and any of its four other
most highly compensated executive officers. Qualifying performance-based
compensation is not subject to the deduction limit if specific requirements are
met. For 2000 and 2001, we do not anticipate that there will be nondeductible
compensation for the positions in question. The Compensation Committee plans to
continue to review the matter for 2001 and future years in order to determine
the extent of possible modification to our compensation arrangements.
Compensation Committee
Jeffrey M. Nash
James W. Bunker
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<PAGE> 21
PERFORMANCE GRAPH
The following graph shows the value of an investment of $100 in cash on
December 3, 1996 in (1) ViaSat's common stock, (2) The NASDAQ Telecommunications
Index and (3) The NASDAQ Composite Index. The graph assumes that all dividends
were reinvested. The stock price performance shown on the graph is not
necessarily indicative of future performance.
COMPARISON OF CUMULATIVE TOTAL RETURNS
PERFORMANCE REPORT FOR
VIASAT, INC.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
VIASAT NASDAQ TELECOM INDEX NASDAQ COMPOSITE INDEX
------ -------------------- ----------------------
<S> <C> <C> <C>
12/3/96 100.00 100.00 100.00
12/31/96 100.00 102.39 99.32
3/31/97 104.17 95.71 93.99
6/30/97 161.11 117.95 110.94
9/30/97 230.56 137.29 129.69
12/31/97 151.39 145.40 120.81
3/31/98 197.22 184.15 141.23
6/30/98 213.19 195.82 145.77
9/30/98 91.67 172.40 130.31
12/31/98 111.81 237.56 168.69
3/31/99 99.31 293.23 189.36
6/30/99 169.44 310.68 206.65
9/30/99 198.61 296.31 211.27
12/31/99 554.17 481.55 313.07
3/31/00 800.00 522.63 351.80
</TABLE>
18
<PAGE> 22
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Our financial statements for the fiscal year ended March 31, 2000 have been
examined by PricewaterhouseCoopers LLP. Representatives of
PricewaterhouseCoopers LLP are expected to be available at the annual meeting to
respond to appropriate questions and to make a statement if they desire to do
so. We will select independent accountants for the current year sometime after
the annual meeting.
SECTION 16(A) REPORTING
Under Section 16(a) of the Securities Exchange Act of 1934, as amended,
directors, executive officers and beneficial owners of 10% or more of the common
stock ("Reporting Persons") are required to report to the Securities and
Exchange Commission on a timely basis the initiation of their status as a
Reporting Person and any changes with respect to their beneficial ownership of
the common stock. Based solely on our review of the forms received by it, or
written representations from the Reporting Persons that these forms were not
required, we have determined that no Reporting Persons known to us were
delinquent with respect to his or her reporting obligations as set forth in
Section 16(a) of the Exchange Act.
STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
Any proposal of a stockholder of ViaSat intended to be presented at the
next annual meeting of stockholders must be received by the Secretary of ViaSat
not later than April 17, 2001 to be considered for inclusion in the our proxy
statement and form of proxy relating to that meeting. In addition, if we have
not received notice by July 3, 2001 of any matter a stockholder intends to
propose for a vote at the next annual meeting of stockholders, then a proxy
solicited by the Board of Directors may be voted on the matter in the discretion
of the proxy holder, without discussion of the matter in the proxy statement
soliciting the proxy and without the matter appearing as a separate item on the
proxy card.
OTHER MATTERS
We do not know of any business other than that described in this proxy
statement that will be presented for consideration or action by the stockholders
at the annual meeting. If, however, any other business is properly brought
before the meeting, shares represented by proxies will be voted in accordance
with the best judgment of the persons named in the proxies or their substitutes.
ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN AND RETURN THE
ACCOMPANYING ENDORSED PROXY CARD IN THE ENCLOSED ENVELOPE.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Mark D. Dankberg
Mark D. Dankberg
Chairman of the Board, President
and Chief Executive Officer
Carlsbad, California
August 14, 2000
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<PAGE> 23
APPENDIX A
TO PROXY STATEMENT
VIASAT, INC.
AUDIT COMMITTEE CHARTER
PURPOSE
The Audit Committee (the "Committee") shall provide assistance to the Board
of Directors (the "Board") of ViaSat, Inc., a Delaware corporation (the
"Company") in fulfilling the Board's oversight responsibilities relating to
corporate accounting and systems of internal controls, financial reporting
practices of the Company, the quality and integrity of the financial reports of
the Company and the independence and performance of the Company's outside
auditor. In so doing, it is the responsibility of the Committee to maintain free
and open means of communication between the members of the Board, the outside
auditor and the financial management of the Company.
MEMBERSHIP
The Committee will consist of three or more members of the Board. The
members shall be appointed by action of the Board and shall serve at the
discretion of the Board. Each Committee member shall be "financially literate"
as determined by the Board and shall satisfy the "independence" requirements of
The Nasdaq Stock Market. Attachment I hereto sets forth the rules of the Nasdaq
Stock Market pertaining to composition and requirements for Audit Committee
members. At least one member of the Committee shall have "accounting or related
financial management expertise," as determined by the Board.
COMMITTEE ORGANIZATION AND PROCEDURES
1. The members of the Committee shall appoint a Chair of the Committee (the
"Chair") by majority vote. The Chair (or in his or her absence, a member
designated by the Chair) shall preside at all meetings of the Committee.
2. The Committee shall establish its own rules and procedures for notice
and conduct of its meetings.
3. The Committee shall hold such regular meetings as may be necessary, and
more frequently as the Committee determines is necessary to carry out its
responsibilities under this Charter.
4. The Committee may, in its discretion, include in its meetings members of
the Company's financial management, representatives of the outside auditor, and
other financial or actuarial personnel employed or retained by the Company. The
Committee may meet with the outside auditor in separate executive sessions to
discuss any matters that the Committee believes should be addressed privately,
without management's presence. The Committee may likewise meet privately with
management, as it deems appropriate.
5. The Committee may, in its discretion, utilize the services of the
Company's regular corporate legal counsel with respect to legal matters or, at
its discretion, retain separate legal counsel if it determines that such counsel
is necessary or appropriate under the circumstances.
RESPONSIBILITIES
Independent Auditor
1. The Committee shall review, select and recommend the appointment of the
outside auditor for approval by the Board to audit the Company's financial
statements.
2. The Committee shall approve the fees to be paid to the outside auditor.
3. The Committee shall periodically evaluate the performance of the outside
auditor and, if necessary, recommend that the Board replace the outside auditor.
4. The Committee shall receive from the outside auditor on a periodic basis
(but at least annually) a formal written statement delineating all relationships
between the outside auditor and the Company. The
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<PAGE> 24
Committee shall actively engage in a dialogue with the outside auditor with
respect to any disclosed relationships or services that, in the view of the
Committee, may impact the objectivity and independence of the outside auditor.
If the Committee determines that further inquiry is advisable, the Committee
shall recommend that the Board of Directors take appropriate action in response
to the outside auditor's report to satisfy itself of the auditor's independence.
Annual Audit
1. The Committee shall meet with the outside auditor and financial
management of the Company at a time early in the process of the annual audit to
review the scope of the audit for the current year and the audit procedures to
be utilized.
2. The Committee shall meet with the outside auditor and management prior
to the public release of the financial results of operations for the subject
year under audit, and discuss with the outside auditor any matters within the
scope of the pending audit that have not yet been completed.
3. The Committee shall receive the completed audited financial statements
for the year under audit, as soon as practicable.
4. The Committee shall review and discuss the audited financial statements
with the management of the Company.
5. The Committee shall discuss with the independent auditors the matters
required to be discussed by SAS 61, including, among others, (i) methods used to
account for any significant unusual transactions reflected in the audited
financial statements; (ii) the effect of significant accounting policies in any
controversial or emerging areas for which there was a lack of authoritative
guidance or consensus to be followed by the outside auditor; (iii) the process
used by management in formulating particularly sensitive accounting estimates
and the basis for the auditor's conclusions regarding the reasonableness of
those estimates; and (iv) any disagreements with management over the application
of accounting principles, the basis for management's accounting estimates or the
disclosures in the financial statements.
6. The Committee shall, based on the discussions referenced in paragraphs 4
and 5 above, and based on the disclosures received from the outside auditor
regarding its independence and discussions with the auditor regarding such
independence (see paragraph 4 above), recommend to the Board whether the audited
financial statements should be included in the Company's Annual Report on Form
10-K for the fiscal year subject to the audit.
Quarterly Review
The outside auditor is required to conduct an interim financial review
prior to the Company's filings of its Form 10-Q (preferably prior to any public
announcement of the earnings). The Committee will review and discuss with
management and the outside auditor, in person at a meeting, or by telephone
conference call, the results of the quarterly review including such matters as
significant adjustments, management judgments, accounting estimates, significant
new accounting policies and disagreements with management. The Chair may
represent the entire Committee for purposes of this review.
Internal Controls
1. The Committee shall review with the outside auditor and financial and
accounting personnel, at least annually, the adequacy and effectiveness of the
accounting and financial controls of the Company, and elicit any recommendations
for improvement of such internal control procedures, in particular in areas
where new or more detailed controls or procedures are desirable.
2. The Committee shall review with the outside auditors and with management
any matters brought to the attention of management and the Committee by the
outside auditors, as a result of their annual audit. The Committee shall allow
management adequate time to prepare responses to any such matters raised by the
outside auditors.
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<PAGE> 25
Special Inquiries
The Committee may, in its discretion, investigate any matter brought to its
attention within the scope of its responsibilities, and shall have the authority
to retain outside legal counsel or other experts for this purpose if, in its
judgment, that is appropriate.
Charter
The Committee shall review, reassess and update the Committee's charter at
least annually and submit the recommended changes to the Board for its
consideration.
Minutes
The Committee shall maintain written minutes of its meetings, which minutes
will be filed with the minutes of the meetings of the Board. The Committee shall
submit the minutes of all meetings to, or discuss the matters discussed at each
meeting with, the Board.
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<PAGE> 26
ATTACHMENT I
The following extracts from the rules of The Nasdaq Stock Market, dealing
with qualifications required and composition requirements for the Audit
Committee, are included to provide guidance to the Board of Directors in
ensuring that the members it appoints to the Audit Committee meet requirements.
They are current as of June 14, 2000.
RULE 4200. DEFINITIONS
(15) "Independent director" means a person other than an officer or
employee of the company or its subsidiaries or any other individual having a
relationship which, in the opinion of the company's board of directors, would
interfere with the exercise of independent judgment in carrying out the
responsibilities of a director. The following persons shall not be considered
independent:
(a) a director who is employed by the corporation or any of its
affiliates for the current year or any of the past three years;
(b) a director who accepts any compensation from the corporation or
any of its affiliates in excess of $60,000 during the previous fiscal year,
other than compensation for board service, benefits under a tax-qualified
retirement plan, or non-discretionary compensation;
(c) a director who is a member of the immediate family of an
individual who is, or as been in any of the past three years, employed by
the corporation or any of its affiliates as an executive officer. Immediate
family includes a person's spouse, parents, children, siblings,
mother-in-law, father-in-law, brother-in-law, sister-in-law, son-in-law,
daughter-in-law, and anyone who resides in such person's home;
(d) a director who is a partner in, or a controlling shareholder or an
executive officer of, any for-profit business organization to which the
corporation made, or from which the corporation received, payments (other
than those arising solely from investments in the corporation's securities)
that exceed 5% of the corporation's or business organization's consolidated
gross revenues for that year, or $200,000, whichever is more, in any of the
past three years;
(e) a director who is employed as an executive of another entity where
any of the company's executives serve on that entity's compensation
committee.
Each issuer shall maintain a sufficient number of independent directors on its
board of directors to satisfy the audit committee requirement set forth in Rule
4310(c)(26)(B).
RULE 4310(c)(26)
(B) Audit Committee Composition
(i) Each issuer must have, and certify that it has and will continue
to have, an audit committee of at least three members, comprised solely of
independent directors, each of whom is able to read and understand
fundamental financial statements, including a company's balance sheet,
income statement, and cash flow statement or will become able to do so
within a reasonable period of time after his or her appointment to the
audit committee. Additionally, each issuer must certify that it has, and
will continue to have, at least one member of the audit committee that has
past employment experience in finance or accounting, requisite professional
certification in accounting, or any other comparable experience or
background which results in the individual's financial sophistication,
including being or having been a chief executive officer, chief financial
officer or other senior officer with financial oversight responsibilities.
(ii) Notwithstanding paragraph (i), one director who is not
independent as defined in Rule 4200, and is not a current employee or an
immediate family member of such employee, may be appointed to the audit
committee, if the board, under exceptional and limited circumstances,
determines that membership on the committee by the individual is required
by the best interests of the corporation and its shareholders, and the
board discloses, in the next annual proxy statement subsequent to such
determination, the nature of the relationship and the reasons for that
determination.
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<PAGE> 27
PROXY PROXY
VIASAT, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 26, 2000
The undersigned stockholder(s) of VIASAT, INC. hereby constitutes and
appoints Mark D. Dankberg and Gregory D. Monahan, and each of them, attorneys
and proxies of the undersigned, each with power of substitution, to attend, vote
and act for the undersigned at the annual meeting of stockholders of ViaSat to
be held on September 26, 2000, and at any adjournment or postponement of the
meeting, according to the number of shares of common stock of ViaSat that the
undersigned may be entitled to vote, and with all powers that the undersigned
would possess if personally present, as follows:
THIS PROXY WILL BE VOTED FOR (1) THE ELECTION AS DIRECTORS OF THE NOMINEES SET
FORTH IN THE NOTICE OF ANNUAL MEETING AND PROXY STATEMENT, (2) APPROVAL OF THE
AMENDMENT TO THE 1996 EQUITY PARTICIPATION PLAN AS DESCRIBED IN THE PROXY
STATEMENT, AND (3) APPROVAL OF THE AMENDMENT TO VIASAT'S CERTIFICATE OF
INCORPORATION AS DESCRIBED IN THE PROXY STATEMENT UNLESS THE CONTRARY IS
INDICATED IN THE APPROPRIATE PLACE.
(continued on reverse side)
--------------------------------------------------------------------------------
-- FOLD AND DETACH HERE --
<PAGE> 28
VIASAT, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /X/
PROPOSAL 1: Election of directors:
___ FOR all nominees ___ WITHHOLD AUTHORITY
listed below (except to vote for all
as marked to the nominees listed below
contrary below)
Robert W. Johnson
William A. Owens
(INSTRUCTION: To vote for all nominees listed above, mark the "FOR" box; to
withhold authority for all nominees listed above, mark the "WITHHOLD AUTHORITY"
box; and to withhold authority to vote for any individual nominee listed above,
mark the "FOR" box and write the nominee's name in the space provided below.)
-------------------------------------------------------------------------------
PROPOSAL 2: To approve an amendment to The 1996 Equity Participation Plan to
increase the authorized shares of common stock by 1,800,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL 3: To approve an amendment to ViaSat's Certificate of Incorporation to
increase the authorized number of shares of Common Stock from 25,000,000 to
100,000,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL 2 TO AMEND THE EQUITY PARTICIPATION PLAN WILL ONLY BECOME EFFECTIVE,
AND IS CONDITIONED UPON, STOCKHOLDER APPROVAL OF PROPOSAL 3. THE FAILURE OF
VIASAT'S STOCKHOLDERS TO APPROVE PROPOSAL 3 WILL RESULT IN THE AUTOMATIC
NON-APPROVAL OF PROPOSAL 2.
In their discretion, the proxies are authorized to vote upon the other business
as may properly come before the annual meeting.
The undersigned revokes any prior proxy at the meeting and ratifies all that
said attorneys and proxies, or any of them, may lawfully do by virtue hereof.
Receipt of the Notice of Annual Meeting of Stockholders and proxy statement is
hereby acknowledged.
Dated: , 2000
------------------------
-------------------------------------
-------------------------------------
(Signature(s) of stockholders)
Please sign exactly as name appears herein. When shares are held by joint
tenants, both should sign; when signing as an attorney, executor, administrator,
trustee or guardian, give full title as such. If a corporation, sign in full
corporate name by President or other authorized officer. If a partnership, sign
in partnership name by authorized partner.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF VIASAT, INC.
PLEASE COMPLETE, SIGN, DATE AND MAIL PROMPTLY IN THE POSTAGE-PAID ENVELOPE
ENCLOSED.
