SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
SYMMETRICOM, INC.
(Name of Registrant as Specified in its Charter)
SYMMETRICOM, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii),14a-6(i)(1) or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(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:
(A)
(4) Proposed maximum aggregate value of transaction:
__________________________________
(A) Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
SYMMETRICOM, INC.
85 West Tasman Drive
San Jose, California 95134-1703
Notice of Annual Meeting of Shareholders
to be Held October 24, 1996
The Annual Meeting of Shareholders of SymmetriCom, Inc., a
California corporation (the "Company"), will be held on Thursday, October
24, 1996 at 10:00 a.m. at the offices of the Company, at 85 West Tasman
Drive, San Jose, California 95134-1703.
At the meeting, shareholders will consider and vote upon the
following proposals:
To elect a Board of Directors of the Company;
To ratify the appointment of Deloitte & Touche LLP as the
Company's independent auditors for the current fiscal year; and
To transact such other business as may properly come before
the meeting or any and all postponements or adjournments thereof.
The Board of Directors has fixed the close of business on September
2, 1996 as the record date for the determination of shareholders entitled
to notice of and to vote at the meeting. Accordingly, only shareholders
of record at the close of business on that day will be entitled to vote at
the meeting, notwithstanding any transfer of shares on the books of the
Company after that date.
A Proxy Statement which contains information with respect to the
matters to be voted upon at the meeting and a Proxy card and return
envelope are furnished herewith. Management urges each shareholder to
carefully read the Proxy Statement. If you cannot be present personally
at the meeting, you are requested to fill in and sign the Proxy card and
return it promptly to the Company in the envelope enclosed for that
purpose.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ J. Scott Kamsler
J. SCOTT KAMSLER
Secretary
San Jose, California
Dated: September 13, 1996
IT IS DESIRABLE THAT AS MANY OF THE SHAREHOLDERS AS
POSSIBLE BE REPRESENTED AT THE MEETING IN PERSON OR BY PROXY.
YOU ARE CORDIALLY INVITED TO ATTEND IN PERSON. IF YOU ARE
UNABLE TO BE PRESENT AT THE MEETING, OR ARE NOT SURE WHETHER
YOU WILL BE, YOU ARE REQUESTED TO SIGN AND RETURN THE ENCLOSED
PROXY PROMPTLY SO THAT YOUR SHARES WILL BE REPRESENTED.
SIGNING A PROXY AT THIS TIME WILL NOT AFFECT YOUR RIGHT TO VOTE
IN PERSON SHOULD YOU LATER DECIDE TO ATTEND THE MEETING.
SYMMETRICOM, INC.
85 West Tasman Drive
San Jose, California 95134-1703
PROXY STATEMENT
GENERAL
Date, Time and Place
This Proxy Statement is furnished to the shareholders of
SymmetriCom, Inc., a California corporation (the "Company"), in
connection with the solicitation of Proxies by the Board of Directors of
the Company for use at the Annual Meeting of Shareholders to be held at
10:00 a.m. on Thursday, October 24, 1996, and any and all postponements
or adjournments thereof. It is anticipated that this Proxy Statement and
the enclosed Proxy card will be sent to such shareholders on or about
September 19, 1996.
Purposes of the Annual Meeting
The purposes of the Annual Meeting are to (1) elect a Board of
Directors of the Company, (2) ratify the appointment of Deloitte &
Touche LLP as the Company's independent auditors for the current fiscal
year and (3) transact such other business as may properly come before the
meeting or any and all postponements or adjournments thereof.
Proxy/Voting Instruction Cards and Revocability of Proxies
When the Proxy in the enclosed form is returned, properly executed,
the shares represented thereby will be voted at the meeting in accordance
with the instructions given by the shareholder. If no instructions are
given, the returned Proxy will be voted in favor of the election of the
nominees named herein as directors and in favor of each of the other
proposals. Any shareholder, including a shareholder personally attending
the meeting, may revoke his or her Proxy at any time prior to its use by
filing with the Secretary of the Company, at the corporate offices at
85 West Tasman Drive, San Jose, California 95134-1703, a written notice
of revocation or a duly executed Proxy bearing a later date or by voting
in person at the Annual Meeting.
Record Date and Share Ownership
Shareholders of record at the close of business on September 2,
1996 (the "Record Date") are entitled to notice of and to vote at the
meeting. At the Record Date, 15,650,849 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."
Voting and Solicitation; Quorum
Every shareholder voting for the election of directors may cumulate
such shareholder's votes and give one candidate a number of votes equal
to the number of directors to be elected multiplied by the number of
votes to which the shareholder's shares are entitled, or distribute the
shareholder's votes on the same principle among as many candidates as the
shareholder thinks fit, provided that votes cannot be cast for more than
the number of candidates to be elected. However, no shareholder shall be
entitled to cumulate votes unless the candidate's name has been placed in
nomination prior to the voting and the shareholder, or any other
shareholder, has given notice at the meeting prior to the voting of the
intention to cumulate the shareholder's votes. The Company will cumulate
votes in the event that additional persons are nominated at the Annual
Meeting for election as directors.
On matters other than the election of directors, each share has one
vote. Votes against any such proposal will be counted for determining
the presence or absence of a quorum and will also be counted as having
been voted with respect to the proposal for purposes of determining
whether the requisite majority of voting shares has been obtained, but
will be treated as votes against the proposal.
An automated system administered by the Company's transfer agent
tabulates the proxies received prior to the date of the Annual Meeting.
While there is no definitive statutory or case law authority in
California as to the proper treatment of abstentions in the counting of
votes with respect to a proposal, the Company believes that abstentions
should be counted for purposes of determining both (i) the presence or
absence of a quorum for the transaction of business and (ii) the total
number of votes cast with respect to a proposal. In the absence of
controlling precedent to the contrary, the Company intends to treat
abstentions in this manner. Accordingly, abstentions will have the same
effect as a vote against the proposal. Broker non-votes will be counted
for purposes of determining the presence or absence of a quorum for the
transaction of business, but will not be counted for purposes of
determining the number of votes cast with respect to a proposal.
A majority of the outstanding shares constitutes the quorum
required to transact business at the Annual Meeting.
The cost of this solicitation will be borne by the Company. In
addition, 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 facsimile.
Shareholder Proposals for the Next Annual Meeting
Any proposal to be presented at the Company's next Annual Meeting
of Shareholders must be received at the Company's principal office no
later than May 22, 1997 in order to be considered for inclusion in the
Company proxy materials for such meeting. Any such proposals must be
submitted in writing and addressed to the attention of the Company's
Corporate Secretary at 85 West Tasman Drive, San Jose, California 95134-
1703.
PROPOSAL NO. ONE
ELECTION OF DIRECTORS
Nominees
The Bylaws of the Company provide for a Board of three directors.
Unless otherwise instructed, the proxy holders will vote the proxies
received by them for management's three 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. It
is not expected that any nominee 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 his
successor has been elected and qualified.
The names of the nominees, and certain information about them, are
set forth below.
Name Age Since Principal Occupation or
Employment
William D. Rasdal(1) 63 1985 Chairman of the Board and Chief
Executive Officer of the
Company
Roger A. Strauch(2)(3) 40 1995 Chairman of the Board, Chief
Executive Officer and President
of TCSI Corporation
Robert M. Wolfe(1)(2)(3) 69 1990 Telecommunications Network
Consultant
(1) Member of the Executive Committee
(2) Member of the Audit Committee
(3) Member of the Stock Option and Compensation Committee
Mr. Rasdal has served as Chairman of the Board of the Company since
July 1989 and as Chief Executive Officer since joining the Company in
November 1985. From November 1985 until July 1989, Mr. Rasdal was
President of the Company. From March 1980 until March 1985, Mr. Rasdal
was associated with Granger Associates, a manufacturer of
telecommunications products. His last position with Granger Associates
was President and Chief Operating Officer. From November 1972 to January
1980, Mr. Rasdal was employed by Avantek as Vice President and Division
Manager for Avantek's microwave integrated circuit and semiconductor
operations. For the thirteen years prior to joining Avantek, he was
associated with TRW in various management positions. Mr. Rasdal has
served as a Director of Celeritek, Inc., a manufacturer of high frequency
radio products, since April 1985.
Mr. Strauch has been Chairman of the Board of Directors of TCSI
Corporation ("TCSI"), a software products and service provider, since
March 1996, Chief Executive Officer of TCSI since January 1989, and has
been President of TCSI since September 1987. From January 1986 until
September 1987, he served as Vice President of Teknekron Corporation and
the Division Manager of Teknekron Communications Systems. From August
1983, when Mr. Strauch joined Teknekron Corporation, until January 1986,
he served as Division Manager of the Communications Systems Division.
For five years prior thereto, Mr. Strauch served as a senior staff
engineer and project manager for Hughes Aircraft Company's Space and
Communications Group.
Mr. Wolfe has been an independent telecommunications network
consultant since October 1989. From April 1985 until October 1989,
Mr. Wolfe served as Vice President of BellSouth Services, a subsidiary of
BellSouth Corporation, where he was responsible for telecommunications
network planning. For three years prior thereto, he served as Assistant
Vice President of BellSouth Corporation involved in strategic planning
for BellSouth after the Bell System breakup. Prior to 1982, Mr. Wolfe
held various positions in the Bell System, including two years at AT&T in
New York.
Vote Required; Recommendation of Board of Directors
With respect to the election of directors, shareholders have
cumulative voting rights, which means that each shareholder has the
number of votes equal to the number of shares held multiplied by the
number of directors to be elected. Each shareholder may give all such
votes to one candidate or distribute such shareholder's votes among the
candidates as the shareholder chooses. However, the right to cumulate
votes may not be exercised until the candidate or candidates have been
nominated and a shareholder has given notice at the Annual Meeting of the
shareholder's intention to vote cumulatively. If any shareholder present
at the Annual Meeting gives such notice, all shareholders may cumulate
their votes. The candidates receiving the highest number of votes of
shares entitled to vote for them, up to the number of directors to be
elected, shall be elected. THE BOARD OF DIRECTORS RECOMMENDS A
VOTE "FOR" THE NOMINEES SET FORTH HEREIN.
The Board of Directors and its Committees
The Board of Directors has an Executive Committee, an Audit
Committee and a Stock Option and Compensation Committee. There is no
Nominating Committee or a committee performing the functions of a
nominating committee. The Executive Committee may, to the extent
permitted by law, exercise all of the powers of the Board of Directors
with respect to the management of the Company. The Audit Committee
monitors the performance of the independent auditors, recommends their
engagement or dismissal to the Board of Directors and monitors the
Company's internal financial and accounting organization and financial
reporting. The Stock Option and Compensation Committee recommends
executive compensation arrangements for action by the Board as a whole,
and administers the Company's stock option plans. During the 1996 fiscal
year, the Audit Committee held two meetings and the Stock Option and
Compensation Committee held four meetings. The Executive Committee held
no meetings separate from the Board of Directors as a whole during the
1996 fiscal year.
During the 1996 fiscal year, there were nine meetings of the Board
of Directors. Each of the Company's present directors attended at least
75% of the aggregate of (i) the total number of meetings of the Board of
Directors and (ii) the total number of meetings of committees of the
Board of Directors on which such person served during the 1996 fiscal
year.
Director Compensation
Under the terms of the 1990 Director Option Plan, each non-employee
director automatically receives a nonstatutory stock option to purchase
10,000 shares of the Company's Common Stock (i) on the date on which such
person first becomes an outside director and (ii) on January 1 of each
year, if on such date, such person shall have served on the Board of
Directors for at least six months. Non-employee directors of the Company
are paid $2,500 for each Board meeting attended. No additional
compensation is paid for committee meetings attended. The Company also
reimburses its directors for certain expenses incurred by them in their
capacity as directors or in connection with attendance at Board meetings.
PROPOSAL NO. TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
OF THE COMPANY
Deloitte & Touche LLP, Certified Public Accountants, have been the
independent auditors for the Company since 1976 and, upon recommendation
of the Audit Committee, their reappointment as independent auditors for
the 1997 fiscal year has been approved by the Board of Directors, subject
to ratification by the shareholders.
The Company has been advised by Deloitte & Touche LLP that neither
it nor any of its members has had any relationship with the Company or
any of its affiliates during the past three years other than as
independent auditors. The Company has been advised that a representative
of Deloitte & Touche LLP will be present at the Annual Meeting, will be
available to respond to appropriate questions, and will be given an
opportunity to make a statement if he or she so desires.
Vote Required; Recommendation of the Board of Directors
Although not required to be submitted for shareholder approval, the
Board of Directors has conditioned its appointment of its independent
auditors upon receiving the affirmative vote of a majority of the shares
represented, in person or by proxy, and voting at the Annual Meeting. In
the event the shareholders do not approve the selection of Deloitte &
Touche LLP, the appointment of independent auditors will be reconsidered
by the Board of Directors. THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
OTHER INFORMATION
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's officers
and directors and persons who own more than 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"). Such officers, directors
and ten percent (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 such forms furnished to the Company
and written representations from certain reporting persons, the Company
believes that all filing requirements applicable to the Company's
executive officers, directors and more than ten percent (10%)
shareholders were complied with.
Share Ownership by Principal Shareholders and Management
The following table sets forth the beneficial ownership of Common
Stock of the Company as of July 31, 1996, by (i) all persons known to the
Company to be the beneficial owners of more than 5% of the Company's
Common Stock, (ii) the Company's Chief Executive Officer, (iii) the four
most highly compensated executive officers other than the Chief Executive
Officer, (iv) each director and (v) all directors and executive officers
as a group.
Name and Address Shares Beneficially Approximate
Owned Percent Owned
William D. Rasdal(1)(2) 507,126 3.2%
D. Ronald Duren(1)(3) 219,178 1.4%
Paul N. Risinger(1)(4) 208,528 1.3%
J. Scott Kamsler(1)(5) 104,333 *
Robert M. Wolfe(1) 15,000 *
Roger A. Strauch(1) 5,000 *
Brad P. Whitney(6) 0
All directors and executive
officers as a group
(8 persons)(1) 1,102,983 6.9%
___________________________
* Less than one percent (1%).
(1) Includes 131,000, 143,000, 40,000, 52,441, 10,000, 2,500 and
415,191, which Messrs. Rasdal, Duren, Risinger, Kamsler, Wolfe, Strauch
and all present directors and executive officers as a group,
respectively, have the right to acquire within 60 days of July 31, 1996
upon the exercise of stock options.
(2) Includes 376,126 shares held by the Rasdal Family Trust, dated July
16, 1983, as amended, of which William D. Rasdal and Marilyn Kay Rasdal
are Co-Trustees.
(3) Includes an aggregate of 800 shares held by Sean P. McHenry and
Ashley C. Duren, children of Mr. Duren, as to which Mr. Duren disclaims
beneficial ownership.
(4) Includes 144,503 shares held by The Risinger Third Family Limited
Partnership, a California Limited Partnership. Mr. Risinger resigned as
Vice Chairman and a Director of the Company effective August 14, 1996.
(5) Includes an aggregate of 49,976 shares held by the Kamsler Bishop
Trust, dated September 22, 1995, of which J. Scott Kamsler and Linda
Bishop are Co-Trustees.
(6) Excludes 375,000 shares which Mr. Whitney has the right to acquire
within 60 days of July 31, 1996, upon the exercise of stock options to
purchase shares of Common Stock of Linfinity Microelectronics Inc.
("Linfinity"), a subsidiary of the Company.
EXECUTIVE OFFICER COMPENSATION
Summary Compensation Table
The following table sets forth compensation received in the last
three fiscal years by (i) the Company's Chief Executive Officer and (ii)
the four most highly compensated executive officers other than the Chief
Executive Officer who were serving as executive officers at the end of
the fiscal year ended June 30, 1996 (together, the "Named Officers").
Annual Compensation Long Term
Compensa-
tion Awards
_______________________ ___________
Other
Annual Securities All Other
Name and Compen- Underlying Compen-
Principal Salary Bonus sation Options sation
Position Year ($) ($) ($)(1) (#) ($)(2)
_________ ____ ______ _____ ______ ___________ _________
William D. 1996 272,269 0 0 40,000 300
Rasdal 1995 246,645 246,645 0 30,000 300
Chairman of 1994 225,903 0 0 80,000 300
the Board and
Chief Execu-
tive Officer
D. Ronald
Duren 1996 221,616 35,458 0 40,000 300
President 1995 201,062 170,904 0 40,000 300
and Chief 1994 184,119 0 0 20,000 300
Operating Officer,
Telecom Solutions
Paul N. 1996 209,684 0 0 30,000 300
Risinger(3) 1995 190,131 190,131 0 30,000 300
Vice 1994 173,927 0 0 50,000 300
Chairman and
Assistant Secretary
Brad P.
Whitney 1996 185,823 0 0 0 300
President 1995 170,000 68,000 0 0 300
and Chief 1994 172,692 172,692 34,384(4) 0(5) 0
Operating Officer,
Linfinity
Microelectronics Inc.
J. Scott
Kamsler 1996 184,823 0 0 20,000 300
Vice 1995 167,338 167,338 0 20,000 300
President, 1994 152,865 0 0 40,000 300
Finance, Chief
Financial Officer
and Secretary
_________________
(1) Excludes certain perquisites and other amounts which, for any
executive officer, in the aggregate did not exceed the lesser of $50,000
or 10% of the total annual salary and bonus for such executive officer.
(2) Represents Company matching 401(k) Plan contributions.
(3) Mr. Risinger resigned as Vice Chairman and a Director of the Company
effective August 14, 1996.
(4) Represents reimbursed relocation expenses. Mr. Whitney commenced
employment with the Company in November 1992.
(5) On June 28, 1993, Mr. Whitney was granted an option to purchase
500,000 shares of Common Stock of Linfinity, a subsidiary of the Company.
As of June 30, 1996, 375,000 of such option shares were vested and
exercisable.
Option Grants in Last Fiscal Year
The following table sets forth, as to the Named Officers, certain
information relating to stock options granted during fiscal 1996.
Potential
Realizable
Value at
Assumed Annual
Rates of Stock
Price
Apprecia-
tion for
Option
Individual Grants Term (3)
---------------------------------------------- --------------
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees or Base
Granted in Fiscal Price Expiration
Name # Year (1) ($/Sh)(2) Date 5% ($) 10% ($)
- - --------- --------- --------- ------- --------- --------- -------
William D.
Rasdal 40,000 4.8 22.75 07/27/05 572,294 1,450,306
D. Ronald
Duren 40,000 4.8 22.75 07/27/05 572,294 1,450,306
Paul N.
Risinger 30,000 3.6 22.75 07/27/05 429,221 1,087,729
Brad P.
Whitney 0
J. Scott
Kamsler 20,000 2.4 22.75 07/27/05 286,147 725,153
___________
(1) The total number of shares subject to options granted to employees in
fiscal 1996 was 841,350.
(2) The exercise price per share is equal to the closing price of the
Company's Common Stock on the date of grant.
(3) The Potential Realizable Value is calculated based on the fair market
value on the date of grant, which is equal to the exercise price of
options granted in fiscal 1996, assuming that the stock appreciates in
value from the date of grant until the end of the option term at the
annual rate specified (5% and 10%). Potential Realizable Value is net of
the option exercise price. The assumed rates of appreciation are speci-
fied in rules of the SEC, and do not represent the Company's estimate or
projection of future stock price. Actual gains, if any, resulting from
stock option exercises and Common Stock holdings are dependent on the
future performance of the Common Stock, overall stock market conditions,
as well as the option holders' continued employment through the
exercise/vesting period. There can be no assurance that the amounts
reflected in this table will be achieved.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year
End Option Values
The following table provides information with respect to option
exercises in fiscal 1996 by the Named Officers and the value of such
officers' unexercised options at the close of business on June 30, 1996
(the last trading day prior to the end of the Company's 1996 fiscal
year).
Number of Value of
Securities Underlying Unexercised
Unexercised In-the-Money
Options at Options at Fiscal
Fiscal Year End (#) Year End ($)(2)
Shares Value -------------------- ------------------
Acquired On Realized Exer- Unexer- Exer- Unexer-
Name Exercise(#) ($)(1) cisable cisable cisable cisable
- - -------- ---------- ------------ --------- --------- -------- --------
William D.
Rasdal 104,000 2,096,500 113,500 102,500 784,969 102,656
D. Ronald
Duren 0 0 123,000 80,000 998,375 136,875
Paul N.
Risinger 67,415 1,327,799 25,000 77,500 0 102,656
Brad P.
Whitney(3) 0 0 0 0 0 0
J. Scott
Kamsler 33,571 669,671 42,441 55,000 216,844 68,438
_____________
(1) Market value of underlying securities based on the closing price of
the Company's Common Stock on the date of exercise, minus the exercise
price.
(2) Market value of underlying securities based on the closing price of
$13.50 of the Company's Common Stock on June 30, 1996 (the last trading
day prior to the end of the Company's 1996 fiscal year), minus the
exercise price.
(3) Mr. Whitney has an option to purchase 500,000 shares of Common Stock
of Linfinity, a subsidiary of the Company, at an exercise price of $0.50
per share, under Linfinity's employee stock option plan, of which 375,000
shares are exercisable as of June 30, 1996. The fair market value of
Linfinity's Common Stock was most recently determined, by Linfinity's
Board of Directors in January 1995, to be $2.65 per share, based upon
independent appraisal.
Compensation Committee Interlocks and Insider Participation
The Stock Option and Compensation Committee of the Company's Board
of Directors (the "Compensation Committee") is currently composed of two
non-employee directors, Roger A. Strauch and Robert M. Wolfe. Mr.
Strauch has served on the Compensation Committee since April 1995. Mr.
Anderson, who was a member of the Compensation Committee during fiscal
1996, retired on August 12, 1996. No interlocking relationship exists
between the Company's Board of Directors or the compensation committee of
any other company, nor has any such interlocking relationship existed in
the past.
CERTAIN TRANSACTIONS
In November 1992, Brad P. Whitney joined the Company as President
and Chief Operating Officer of Linfinity. In accordance with Mr.
Whitney's employment agreement, in the event of his termination of
employment by the Company, Mr. Whitney shall continue to receive his
annual base salary, currently $190,000, as well as medical benefits and
car allowance, until the earlier of (i) twelve months following such
termination or (ii) acceptance by Mr. Whitney of other employment.
In order to induce Mr. Whitney to accept the position of President
and Chief Operating Officer of Linfinity, the Company offered to assist
him in his relocation from Texas to California by agreeing to lend him
20% of the purchase price of a home in California, up to a maximum of
$125,000. Subsequent to Mr. Whitney's relocation, the Company loaned him
$95,000 pursuant to a promissory note dated April 19, 1993 (the "Loan").
Interest accrues on the Loan at the rate of 5.34% per annum, with all
accrued interest on the outstanding principal due and payable on July 1,
October 1, January 1 and April 1 of each year. Any payments made by the
Company to Mr. Whitney under the management incentive plan applicable to
him (after applicable taxes and other withholdings) are to be applied to
the principal amount of the Loan, with all remaining principal and
interest on the Loan due and payable on April 19, 1998. As of the Record
Date, the Loan has been paid in full.
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended, that might
incorporate future filings, including this Proxy Statement, in whole or
in part, the following report and the Performance Graph on page 11 shall
not be deemed to be "soliciting material" or to be "filed" with the
Securities and Exchange Commission, nor shall such information be
incorporated by reference into any further filing under the Securities
Act of 1933 or the Securities Exchange Act of 1934, except to the extent
that the Company specifically incorporates it by reference into any such
filing.
COMPENSATION COMMITTEE REPORT
The Compensation Committee is comprised of two independent, non-
employee directors who have no interlocking relationships, as defined by
the Securities and Exchange Commission. As part of its duties, the
Compensation Committee reviews compensation levels of the executive
officers and evaluates their performance. The Compensation Committee
also administers the Company's stock option plans. In connection with
such duties, the Compensation Committee determines base salary levels and
short-term incentive bonus programs for the Company's executive officers
at or about the start of the fiscal year, and determines actual bonuses
after the end of such fiscal year based upon the achievement of Company
or subsidiary profit levels. The Compensation Committee also determines
stock option awards to executives throughout the year. The Compensation
Committee's review of the Company's executive pay program included a
comprehensive report from an independent compensation consultant which
analyzed the elements of the Company's executive compensation program in
comparison with executive compensation programs maintained by other high
technology companies.
The Company's executive pay programs are designed to attract and
retain executives who will contribute to the Company's long-term success,
to reward executives for achieving both short- and long-term strategic
Company goals, to link executive and shareholder interest through equity-
based plans, and to provide a compensation package that recognizes
individual contributions and Company performance. A substantial portion
of each executive's total compensation is intended to be variable and to
relate to and be contingent upon the achievement of Company or subsidiary
profit levels.
The three key components of the Company's executive compensation
program in fiscal 1996 were base salary, short-term incentives,
represented by the Company's annual bonus program, and long-term
incentives, represented by the Company's stock programs. The Company
also provides benefits to its executives to provide for health, welfare
and security needs, as well as for executive efficiency. The Company's
policies with respect to the three principal elements of its executive
compensation program, as well as the basis for the compensation awarded
to Mr. Rasdal, Chairman of the Board and Chief Executive Officer of the
Company, are discussed below.
Base Salary
Base salaries of executive officers are initially determined by
evaluating the responsibilities of the position held and the experience
and performance of the individual, with reference to the competitive
marketplace for executive talent, including a comparison to base salaries
for comparable positions for high technology companies. The Compensation
Committee considers not only the achievement of corporate and business
unit financial and strategic goals but also individual performance,
including managerial effectiveness, teamwork and customer satisfaction.
Base salaries of executive officers in fiscal 1996 were set below the
average for comparable positions at high technology companies in order to
place a greater emphasis on incentive components of the compensation
package.
Annual Bonus Program
At the beginning of the 1996 fiscal year, the Compensation
Committee determined maximum annual incentive bonus payments based on
aggressive profit targets compared to fiscal 1995. Following the end of
the 1996 fiscal year, the Compensation Committee determined the amount of
the annual incentive payments for each executive officer based on its
evaluation of the achievement of the profit target set for each of (a)
Linfinity, the Company's semiconductor subsidiary, with respect to
Linfinity officers, (b) Telecom Solutions, the Company's
telecommunications operation, with respect to Telecom Solutions officers,
and (c) the Company as a whole, with respect to the Company's Chief
Executive Officer, Vice Chairman of the Board and Chief Financial
Officer. The Compensation Committee's philosophy is to set high profit
targets, and to make each executive officer's maximum incentive bonus
payout target high in relation to such executive officer's salary in
comparison with other high technology companies, in order to obtain
significant linkage between overall executive compensation and the
achievement of the applicable profit target. For fiscal 1996, the
Compensation Committee set the maximum annual executive compensation
payout target for the Named Officers at 100% of base salary for
achievement of targeted profit goals.
Based upon the operations' performance, the fiscal 1996 annual
bonus payout to the Named Officer of Telecom Solutions was at 16% of
annual salary, while corporate Named Officers of the Company, as well as
the Named Officer of Linfinity, did not receive incentive bonus payouts.
Equity-Based Compensation
Under the Company's 1990 Employee Stock Plan, stock options may be
granted to executive officers and other key employees of the Company.
The size of stock option awards is based primarily on an individual's
performance and the individual's responsibilities and position with the
Company, as well as on the individual's present outstanding vested and
unvested options. Options are designed to align the interests of
executive officers with those of shareholders. Stock options are granted
with an exercise price equal to the fair market value of the Company's
Common Stock on the date of grant, and current grants generally vest over
three years. This approach is designed to encourage the creation of
shareholder value over the long term since no benefit is realized from
the stock option grant unless the price of the Common Stock rises over a
number of years. With respect to Linfinity officers, such officers have
received stock option grants directly from Linfinity, and do not receive
stock option grants with respect to the Company's stock.
In addition to the 1990 Employee Stock Plan, all eligible employees
of the Company, including executive officers, may participate in a
payroll deduction Employee Stock Purchase Plan pursuant to which Common
Stock of the Company may be purchased at 85% of its fair market value at
the beginning or end or each six-month offering period, whichever is
less.
Compensation of the Chief Executive Officer
The Compensation Committee meets without the Chief Executive
Officer present to evaluate his performance. The Chief Executive
Officer's base salary and annual incentive bonus was determined based on
a number of factors, including comparative salaries of chief executive
officers of similar performance high technology companies, and the
Company's performance in fiscal 1995 as well as targets for fiscal 1996.
Mr. Rasdal's base salary for fiscal 1996 was set at levels below the
average of chief executive officers of high technology companies because
of the Compensation Committee's philosophy set forth above in "Compensa-
tion Committee Report--Base Salary." Mr. Rasdal's maximum fiscal 1996
annual incentive bonus target was based on the Company's achievement of
targeted levels of profits after tax. Mr. Rasdal was not paid an
incentive bonus because the Company's fiscal 1996 performance did not
meet targeted levels. Mr. Rasdal was awarded an option to purchase
40,000 shares of the Company's Common Stock in fiscal 1996.
Stock Option and Compensation
Committee
Robert M. Wolfe
Roger A. Strauch
COMPARATIVE STOCK PERFORMANCE
The graph below compares the cumulative total shareholders' return
on the Company's Common Stock for the last five fiscal years with the
total return on the S&P 500 Index and the S&P High Technology - Composite
Index over the same period (assuming the investment of $100 in the
Company's Common Stock, the S&P 500 Index and the S&P High Technology -
Composite Index, and reinvestment of all dividends).
PERFORMANCE GRAPH
SymmetriCom, Inc.
Comparison of Five-Year Cumulative Total Return
SymmetriCom, Inc., S&P 500 Index and
S&P High Technology - Composite Index
1992 1993 1994 1995 1996
____ ____ ____ ____ ____
SymmetriCom, Inc. $143 $511 $229 $621 $386
S&P 500 Index $113 $129 $131 $165 $208
S&P High Technology - Composite
Index $106 $124 $134 $218 $260
OTHER MATTERS
The Company knows of no other matters to be submitted to the
meeting. If any other matters properly come before the meeting, it is
the intention of the persons named in the enclosed form of Proxy to vote
the shares they represent as the Board of Directors may recommend.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ J. Scott Kamsler
J. Scott Kamsler,
Secretary
Dated: September 13, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SYMMETRICOM, INC.
1996 ANNUAL MEETING OF SHAREHOLDERS
The undersigned shareholder of SymmetriCom, Inc., a California
corporation, hereby acknowledges receipt of the Notice of Annual Meeting
of Shareholders and Proxy Statement, each dated September 13, 1996, and
hereby appoints William D. Rasdal and J. Scott Kamsler, and each of them,
proxies and attorneys-in-fact, with full power to each of substitution,
on behalf and in the name of the undersigned, to represent the
undersigned at the 1996 Annual Meeting of Shareholders of SymmetriCom,
Inc. to be held on October 24, 1996, at 10:00 a.m., at the offices of the
Company, at 85 West Tasman Drive, San Jose, California 95134-1703 and at
any adjournments thereof, and to vote all shares of Common Stock which
the undersigned would be entitled to vote if then and there personally
present, on the matters set forth below:
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS INDICATED, WILL BE VOTED "FOR" THE ELECTION OF DIRECTORS
NAMED HEREIN, "FOR" EACH PROPOSAL LISTED, AND AS SAID PROXIES
DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE
MEETING. EITHER OF SUCH ATTORNEYS OR SUBSTITUTES SHALL HAVE
AND MAY EXERCISE ALL OF THE POWERS OF SAID ATTORNEYS-IN-FACT
HEREUNDER.
1. ELECTION OF DIRECTORS:
___ FOR all nominees listed below (except as indicated)
___ WITHHOLD authority to vote for all nominees listed.
If you wish to withhold authority to vote for any
individual nominee, strike a line through that nominee's name
in the list below:
William D. Rasdal, Roger A. Strauch, Robert M. Wolfe
2. Proposal to ratify the appointment of Deloitte & Touche LLP as
the independent auditors of the Company for the 1997 fiscal year.
FOR AGAINST ABSTAIN
and upon such other matter or matters which may properly come before the
meeting and any adjournment(s) thereof.
(This Proxy should be dated, signed by the
shareholder(s) exactly as his or her name appears hereon, and returned
promptly in the enclosed envelope. Persons signing in a fiduciary
capacity should so indicate. If shares are held by joint tenants or as
community property, both should sign.)
Dated:
___________________________________, 1996
_____________________________________________
(Signature)
_____________________________________________
(Signature)
