<PAGE>
================================================================================
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 [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Symmetricom, 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:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
SYMMETRICOM, INC.
2300 ORCHARD PARKWAY
SAN JOSE, CALIFORNIA 95131-1017
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 29, 1997
The Annual Meeting of Shareholders of SymmetriCom, Inc., a California
corporation (the "Company"), will be held on Wednesday, October 29, 1997 at
10:00 a.m. at the offices of the Company, at 2300 Orchard Parkway, San Jose,
California 95131-1017.
At the meeting, shareholders will consider and vote upon the following
proposals:
1. To elect a Board of Directors of the Company;
2. To ratify the appointment of Deloitte & Touche llp as the Company's
independent auditors for the current fiscal year; and
3. 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 10, 1997
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 26, 1997
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.
<PAGE>
SYMMETRICOM, INC.
2300 ORCHARD PARKWAY
SAN JOSE, CALIFORNIA 95131-1017
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 Wednesday, October 29,
1997, 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 26, 1997.
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 2300 Orchard Parkway,
San Jose, California 95131-1017, 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 10, 1997 (the
"Record Date") are entitled to notice of and to vote at the meeting. At the
Record Date, 15,899,747 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.
<PAGE>
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 29, 1998 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 2300
Orchard Parkway, San Jose, California 95131-1017.
PROPOSAL NO. ONE
ELECTION OF DIRECTORS
NOMINEES
The Bylaws of the Company provide for a Board of four directors. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for management's four 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.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE PRINCIPAL OCCUPATION OR EMPLOYMENT
---- --- -------- -----------------------------------
<C> <C> <C> <S>
Richard W. Oliver(2)(3)..... 51 1997 Professor of Management at the Owen
Graduate School of Management,
Vanderbilt University
William D. Rasdal(1)........ 64 1985 Chairman of the Board and Chief
Executive Officer of the Company
Roger A. Strauch(2)(3)...... 41 1995 Chairman of the Board of The Roda
Group
Robert M. Wolfe(1)(2)(3).... 70 1990 Telecommunications Network
Consultant
</TABLE>
- --------
(1) Member of the Executive Committee.
(2) Member of the Audit Committee.
(3) Member of the Stock Option and Compensation Committee.
2
<PAGE>
Mr. Oliver has been a Professor of Management at the Owen Graduate School of
Management, Vanderbilt University, since September 1992. From 1977 to
September 1992, Mr. Oliver served in various marketing and corporate
positions, including as Vice President of Business and Residential Services,
Vice President of Corporate Marketing and special assistant to the Chairman
and Chief Executive Officer, for Northern Telecom Ltd. Mr. Oliver is also
director of Communications Central, Inc., a provider of public pay telephone
services, and Applied Innovation, Inc., a manufacturer of data communication
equipment in the telephone industry, as well as several private companies.
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. In addition, Mr. Rasdal has served as President and Chief Operating
Officer of Telecom Solutions, a division of the Company, since January 1997.
From November 1985 until July 1989, Mr. Rasdal was President and a Director of
the Company. Mr. Rasdal has also served as a Director of both Celeritek, Inc.
since April 1985 and of Advanced Fibre Communications, Inc. since February
1993. 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. Strauch is Chairman of the Board of The Roda Group, a venture
development firm based in Berkeley, California. In June of 1997, Mr. Strauch
retired from his position as Chairman of the Board and Chief Executive Officer
of TCSI Corporation ("TCSI"), a telecom software company. Mr. Strauch co-
founded TCSI in 1983 and served initially as the general manager of this
Teknekron Corporation division. Once established as a separate corporation,
Mr. Strauch was elected as TCSI's President in 1987 and, in addition, its
Chief Executive Officer in 1989 and Chairman of the Board in 1996. 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. Strauch is on the Board of Directors of Plynetics Express, a rapid
prototyping and tooling manufacturer based in San Leandro, California. He is a
member of the Board of Trustees of the Math Sciences Research Institute, the
Industrial Advisory Board of the Department of Electrical Engineering and
Computer Sciences at the University of California, Berkeley, and a member of
Cornell University's College of Engineering Advisory Council.
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.
3
<PAGE>
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 1997 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 1997 fiscal year.
During the 1997 fiscal year, there were four meetings of the Board of
Directors. With the exception of Richard Oliver who did not serve on the Board
of Directors during the 1997 fiscal year, 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
1997 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 1998
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.
4
<PAGE>
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,
except that the Form 4 required to be filed by Dale Pelletier for transactions
occurring in December 1995 was filed late.
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, 1997, by (i) all persons known to the Company to be
the beneficial owners of more than 5% of the Company's Common Stock, (ii) each
of the officers named in the Summary Compensation Table (the "Named
Officers"), (iii) each director and (iv) all directors and executive officers
as a group. A total of 15,934,381 shares of the Company's Common Stock were
issued and outstanding as of July 31, 1997.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY APPROXIMATE
NAME AND ADDRESS OWNED PERCENT OWNED
---------------- ------------ -------------
<S> <C> <C>
Eagle Asset Management, Inc. ...................... 1,169,200 7.3%
P.O. Box 10520
St. Petersburg, FL 33733-0520(1)
William D. Rasdal(2)(3)............................ 533,770 3.3%
J. Scott Kamsler(2)(4)............................. 140,847 *
D. Ronald Duren(5)................................. 76,978 *
Dale A. Pelletier(2)............................... 45,970 *
Robert M. Wolfe(2)................................. 25,000 *
Roger A. Strauch(2)................................ 10,000 *
Brad P. Whitney(6)................................. -- --
Richard W. Oliver.................................. -- --
James J. Peterson.................................. -- --
All directors and executive officers as a group (9
persons)(2)....................................... 832,565 5.1%
</TABLE>
- --------
* Less than one percent (1%).
(1) Based on information received from Eagle Asset Management, Inc.
(2) Includes 130,000, 87,441, 42,000, 20,000, 7,500 and 286,941, which Messrs.
Rasdal, Kamsler, Pelletier, Wolfe, Strauch, and all directors and
executive officers as a group, respectively, have the right to acquire
within 60 days of July 31, 1997 upon the exercise of stock options.
(3) Includes 403,770 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.
(4) Includes an aggregate of 49,976 shares held by the Kamsler Bishop Trust,
dated September 22, 1995, of which J. Scott Kamsler and Linda C. Bishop
are Co-Trustees.
(5) 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. Mr. Duren resigned as President and Chief Operating Officer,
Telecom Solutions on December 18, 1996.
(6) Mr. Whitney resigned as President and Chief Operating Officer, Linfinity
Microelectronics Inc. ("Linfinity"), a subsidiary of the Company, on
February 27, 1997.
5
<PAGE>
EXECUTIVE OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth compensation earned in the last three fiscal
years by (i) the Company's Chief Executive Officer, (ii) the three 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,
1997, and (iii) D. Ronald Duren and Brad P. Whitney, who would have qualified
as executive officers pursuant to item (ii) but for the fact that they were
not serving as executive officers as of the end of the fiscal year ended June
30, 1997.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------------- ------------
SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND SALARY BONUS COMPENSATION OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($)(1) (#) ($)
------------------ ---- ------- ------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
CURRENT EXECUTIVE
OFFICERS
- -------------------------------------------------------------------------------------
William D. Rasdal 1997 274,932 354,907 -- -- 300(2)
Chairman of the Board 1996 272,269 -- -- 40,000 300(2)
and Chief Executive 1995 246,645 246,645 -- 30,000 300(2)
Officer
- -------------------------------------------------------------------------------------
J. Scott Kamsler 1997 189,723 244,914 -- 15,000 300(2)
Senior Vice President, 1996 184,823 -- -- 20,000 300(2)
Finance, Chief 1995 167,338 167,338 -- 20,000 300(2)
Financial Officer and
Secretary
- -------------------------------------------------------------------------------------
James J. Peterson(3) 1997 165,163 46,148 121,020(4) --(5) 300(2)
President and Chief 1996 -- -- -- -- --
Operating Officer, 1995 -- -- -- -- --
Linfinity
Microelectronics Inc.
- -------------------------------------------------------------------------------------
Dale A. Pelletier 1997 162,000 119,312 -- 23,000 300(2)
Senior Vice President 1996 148,961 16,775 -- 5,000 300(2)
Operations, Telecom 1995 135,000 84,988 -- 10,000 300(2)
Solutions
- -------------------------------------------------------------------------------------
FORMER EXECUTIVE
OFFICERS
- -------------------------------------------------------------------------------------
D. Ronald Duren(6) 1997 224,861 285,013 -- -- 300(2)
Former President and 1996 221,616 35,458 -- 40,000 300(2)
Chief Operating 1995 201,062 170,904 -- 40,000 300(2)
Officer, Telecom
Solutions
- -------------------------------------------------------------------------------------
Brad P. Whitney(7) 1997 189,777 144,010 -- -- 110,300(8)
Former President and 1996 185,823 -- -- -- 300(2)
Chief Operating 1995 170,000 68,000 -- -- 300(2)
Officer,
Linfinity
Microelectronics Inc.
</TABLE>
- --------
(1) Excludes certain perquisites and other personal benefits, securities or
property 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. Peterson commenced employment with Linfinity in August 1996 and became
President and Chief Operating Officer in February 1997.
(4) Represents commissions earned as a percentage of net sales of Linfinity.
(5) In the fiscal year ended June 30, 1997, Mr. Peterson was granted options
to purchase a total of 351,000 shares of Linfinity Common Stock.
(6) Mr. Duren resigned as President and Chief Operating Officer, Telecom
Solutions on December 18, 1996 and remained employed by Telecom Solutions
until April 7, 1997.
(7) Mr. Whitney resigned as President and Chief Operating Officer of Linfinity
on February 27, 1997.
(8) Includes Company matching 401(k) Plan contribution of $300 and lump sum
payments to Mr. Whitney totaling $110,000 pursuant to the terms of his
Separation Agreement with Linfinity. See "Certain Transactions."
6
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth, as to the Named Officers, certain
information relating to stock options granted during fiscal 1997.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
------------------------------------------------ VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF
SECURITIES % OF TOTAL STOCK PRICE
UNDERLYING OPTIONS APPRECIATION FOR
OPTIONS GRANTED TO EXERCISE OR OPTION TERM(3)
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION ---------------------
NAME (#) FISCAL YEAR(1) ($/SH)(2) DATE 5%($) 10%($)
---- ---------- -------------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
CURRENT EXECUTIVE
OFFICERS
William D. Rasdal....... -- -- -- -- -- --
J. Scott Kamsler........ 15,000 3.2 14.4375 04/16/07 136,195 345,145
James J. Peterson(4).... -- -- -- -- -- --
Dale A. Pelletier....... 8,000 1.7 13.2500 07/25/06 66,663 168,937
Dale A. Pelletier....... 15,000 3.2 14.4375 04/16/07 136,195 345,145
FORMER EXECUTIVE
OFFICERS
D. Ronald Duren......... -- -- -- -- -- --
Brad P. Whitney......... -- -- -- -- -- --
</TABLE>
- --------
(1) The total number of shares subject to options granted to employees of the
Company in fiscal 1997 was 462,900.
(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 1997, 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 specified
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.
(4) In August 1996, Mr. Peterson was granted an option to purchase 101,000
shares of Linfinity Common Stock at a per share exercise price of $2.65.
Such option represents 18.8% of the total options granted to the employees
of Linfinity in the 1997 fiscal year and expires on August 26, 2006. The
potential realizable value of such option at the specified rates of 5% and
10% is $168,324 and $426,565, respectively. In April 1997, Mr. Peterson
was granted an option to purchase 250,000 shares of Linfinity Common Stock
at a per share exercise price of $3.15. Such option represents 46.4% of
the total options granted to employees of Linfinity in the 1997 fiscal
year and expires on April 18, 2007. The potential realizable value of such
option at the specified rates of 5% and 10% is $495,255 and $1,255,072,
respectively.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table provides information with respect to option exercises in
fiscal 1997 by the Named Officers and the value of such officers' unexercised
options at the close of business on June 27, 1997 (the last trading day prior
to the end of the Company's 1997 fiscal year).
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT FISCAL YEAR END(#) FISCAL YEAR END($)(2)
ACQUIRED ON VALUE --------------------------------- -------------------------
NAME EXERCISE(#) REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------------- --------------- --------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
CURRENT EXECUTIVE
OFFICERS
William D. Rasdal....... 66,000 1,188,750 105,000 45,000 75,938 75,938
J. Scott Kamsler........ -- -- 72,441 40,000 253,377 50,625
James J. Peterson(3).... -- -- -- -- -- --
Dale A. Pelletier....... 5,000 64,063 33,750 34,250 77,187 31,312
FORMER EXECUTIVE
OFFICERS
D. Ronald Duren......... 125,097 1,726,249 30,000 2,097 -- 10,616
Brad P. Whitney......... -- -- -- -- -- --
</TABLE>
- --------
(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.
7
<PAGE>
(2) Market value of underlying securities based on the closing price of $14.00
of the Company's Common Stock on June 27, 1997 (the last trading day prior
to the end of the Company's 1997 fiscal year), minus the exercise price.
(3) Mr. Peterson has an option to purchase 101,000 shares of Common Stock of
Linfinity, a subsidiary of the Company, at a per share exercise price of
$2.65, and an option to purchase 250,000 shares of Common Stock of
Linfinity at a per share exercise price of $3.15, under Linfinity's
employee stock option plan, none of which shares are exercisable as of
June 27, 1997. The fair market value of Linfinity's Common Stock was most
recently determined by Linfinity's Board of Directors to be $3.15 per
share, based upon an independent valuation analysis prepared in June 1997.
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 all three
non-employee directors, Roger A. Strauch, Robert M. Wolfe and Richard W.
Oliver. 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
On February 27, 1997, Brad P. Whitney resigned as President and Chief
Operating Officer of Linfinity. Pursuant to a Separation Agreement between Mr.
Whitney and Linfinity dated March 17, 1997, Linfinity agreed to make the
following payments to Mr. Whitney: (i) base salary at the rate in effect at
the time of his resignation, with such payments to end upon the earlier of (a)
fifty-two weeks after termination of employment or (b) the date Mr. Whitney
commences employment elsewhere (collectively, the "Salary Continuation
Period"), (ii) a bonus, pro rated through March 17, 1997, under Linfinity's
bonus program, (iii) $100,000 in exchange for forfeiture of vested stock
options to purchase Linfinity Common Stock, (iv) $10,000 for professional
outplacement assistance, and (v) group health and executive medical coverage,
as well as an automobile allowance through the Salary Continuation Period. In
consideration of the foregoing payments, Mr. Whitney agreed to be available to
provide consulting services to Linfinity from time to time through the Salary
Continuation Period.
On December 18, 1996, D. Ronald Duren resigned as President and Chief
Operating Officer, Telecom Solutions, although he remained employed by Telecom
Solutions until April 7, 1997. Pursuant to a Separation Agreement between Mr.
Duren and the Company dated April 7, 1997, the Company agreed to make the
following payments to Mr. Duren: (i) base salary at the rate in effect at the
time of his resignation, with such payments to end upon the earlier of (a)
April 7, 1998 or (b) the date Mr. Duren accepts or obtains regular full-time
employment with another company (collectively, the "Salary Continuation
Period"), (ii) a bonus payment for the full 1997 fiscal year determined in
accordance with previously established targets, and (iii) group health and
executive medical coverage, as well as an automobile allowance through the
Salary Continuation Period. In consideration of the foregoing payments, Mr.
Duren agreed to be available to provide consulting services to the Company
from time to time through the Salary Continuation Period.
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.
8
<PAGE>
COMPENSATION COMMITTEE REPORT
The Compensation Committee is comprised of three 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 1997 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 1997 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 1997 fiscal year, the Compensation Committee
determined maximum annual incentive bonus payments based on aggressive profit
targets compared to fiscal 1996. Following the end of the 1997 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 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 and 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.
With the exception of Dale Pelletier whose maximum annual executive
compensation
9
<PAGE>
payout target was 75% of base salary, for fiscal 1997, the Compensation
Committee set the maximum annual executive compensation payout target for the
Named Officers of the Company, Telecom Solutions and Linfinity at a maximum of
130% of base salary, in each case upon the achievement of targeted profit
goals for the Company as a whole and for Telecom Solutions and Linfinity
separately.
Based upon the operations' performance, the fiscal 1997 annual bonus payouts
to the Named Officers as a percentage of base salary earned were as follows:
(i) Messrs. Rasdal and Kamsler, 129%, (ii) Mr. Duren, 127%,
(iii) Mr. Peterson, 101%, which includes all incentive compensation since
joining Linfinty in August 1996, (iv) Mr. Pelletier, 74%, and (v) Mr. Whitney,
76%.
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 the end of each six-month offering period, at a purchase price
equal to 85% of its fair market value at the beginning or ending of such
offering period, whichever is lower.
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 1996 as well as
targets for fiscal 1997. Mr. Rasdal's base salary for fiscal 1997 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 "Compensation Committee Report--Base Salary." Mr. Rasdal's maximum fiscal
1997 annual incentive bonus target was based on the Company's achievement of
targeted levels of profits after tax. Mr. Rasdal was paid an incentive bonus
of $354,907 as a result of the Company's success in fiscal 1997 of meeting
targeted goals. Mr. Rasdal was not awarded any options to purchase Common
Stock in fiscal 1997.
Stock Option and Compensation
Committee
Richard W. Oliver
Roger A. Strauch
Robert M. Wolfe
10
<PAGE>
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).
SymmetriCom, Inc.
Comparison of Five-Year Cumulative Total Return
SymmetriCom, Inc., S&P 500 Index and
S&P High Technology-Composite Index
TOTAL SHAREHOLDER RETURNS
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Years Ending June 30th
------------------------
1993 1994 1995 1996 1997
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
SymmetriCom, Inc...................................... $358 $160 $435 $270 $288
S&P 500 Index......................................... $114 $115 $145 $183 $247
S&P High Technology--Composite Index.................. $117 $126 $206 $245 $373
</TABLE>
11
<PAGE>
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 26, 1997
12
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SYMMETRICOM, INC.
1997 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 26, 1997, 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 1997 Annual Meeting of
Shareholders of SymmetriCom, Inc. to be held on October 29, 1997, at 10:00 a.m.,
at the offices of the Company, at 2300 Orchard Parkway, San Jose, California
95131-1017 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.
(Continued, and to be marked, dated and signed, on the other side)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
Please mark [X]
your votes as
indicated in
this example
FOR WITHHOLD
all nominees listed authority to vote
below (except as for all nominees
indicated). listed.
1. Election of Directors [_] [_]
If you wish to withhold authority to vote for any individual nominee, strike a
line through that nominee's name in the list below:
Richard W. Oliver, William D. Rasdal, Roger A. Strauch, Robert M. Wolfe
FOR AGAINST ABSTAIN
2. Proposal to ratify the [_] [_] [_]
appointment of Deloitte
& Touche LLP as the
independent auditors
of the Company for the
1998 fiscal year.
and upon such other 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: _________________________________________, 1997
______________________________________________________
(Signature)
______________________________________________________
(Signature)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
