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EXHIBIT 99.1
[FORM OF FRONT OF PROXY CARD]
GASONICS INTERNATIONAL CORPORATION
SPECIAL MEETING OF STOCKHOLDERS -- _________ ___, 2000
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Dave
Toole and Asuri Raghavan as Proxies, with full power of substitution to each,
to vote for and on behalf of the undersigned at the Special Meeting of
Stockholders of GaSonics International Corporation at the offices of the Company
located at 2730 Junction Avenue San Jose, California 95134-1909, on _________
___, 2000, at 9:00 a.m. PST, and at any adjournment or adjournments thereof. The
undersigned hereby directs the said proxies to vote in accordance with their
judgement on any matters which may properly come before the Special Meeting, all
as indicated in the Notice of Special Meeting, receipt of which is hereby
acknowledged, and to act on the following matters set forth in such notice as
specified by the undersigned.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED "FOR" PROPOSAL 1 AND IN THE DISCRETION OF THE PROXIES ON PROPOSAL 2.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
[FORM OF BACK OF PROXY CARD]
Dear Stockholder:
Please take note of the important information enclosed with this Proxy
Card. Your vote counts, and you are strongly encouraged to exercise your right
to vote your shares. Please mark the boxes on this proxy card to indicate how
your shares will be voted. Then sign the card, detach it and return your proxy
vote in the enclosed postage paid envelope. Your vote must be received prior to
the Special Meeting of Stockholders, to be held on _________ ___, 2000. Thank
you in advance for your prompt consideration of these matters.
Sincerely, GaSonics International Corporation
The Board of Directors recommends a vote FOR the proposal outlined below.
1. To adopt the Agreement and Plan of Reorganization, dated as of
October 25, 2000, among GaSonics, Novellus Systems, Inc. and
Neptune Acquisition-Sub, Inc., a wholly-owned subsidiary of
Novellus Systems, Inc. Under the reorganization agreement,
Neptune Acquisition-Sub, Inc. will merge with and into GaSonics
and GaSonics will survive the merger as a wholly-owned
subsidiary of Novellus Systems, Inc. In the merger, holders of
outstanding shares of common stock of GaSonics will receive 0.52
of a share of common stock of Novellus Systems, Inc. for each
share of GaSonics common stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. In their discretion, the proxies are authorized to vote upon any
other business that may properly come before the special meeting
or any adjournment(s) of the special meeting.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please sign exactly as your name(s) appear(s) on the books of GaSonics
International Corporation. Joint owners should each sign personally. Trustees,
custodians, and other fiduciaries should indicate the capacity in which they
sign, and where more than one name appears, a majority must sign. If the
stockholder is a corporation, the signature should be that of an authorized
officer who should indicate his or her title.
Signature Date
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Signature Date
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