SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934, as Amended
Filed by the Registrant / X /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ X / Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
2401.14a-12
Ramtron International Corporation
- ------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Ramtron International Corporation
- ------------------------------------------------------------------------------
(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)(2) 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:*
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*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)(12) 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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Notes:
<PAGE>
PRELIMINARY COPY
RAMTRON INTERNATIONAL CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
October 24, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders (the
"Annual Meeting") of Ramtron International Corporation, a Delaware corporation
(the "Company"), will be held on October 24, 1996, at 10:00 a.m., Mountain
Standard Time, at The Broadmoor Hotel located at One Lake Avenue, Colorado
Springs, Colorado 80906, for the following purposes, each as more fully
described in the attached Proxy Statement:
1. To elect six directors. The names of the nominees intended to be
presented for election are: L. David Sikes, William G. Howard, Greg B. Jones,
George J. Stathakis, William G. Tull and L.T. Womack.
2. To approve an amendment to the Company's Certificate of Incorporation to
increase the authorized number of shares of Common Stock of the Company from
50,000,000 to 75,000,000 shares.
3. To ratify the appointment of Arthur Andersen LLP as independent auditors
of the Company for the fiscal year ending December 31, 1996.
4. To transact other business as may properly come before the Annual Meeting
or any adjournment(s) thereof.
Only record holders of Common Stock at the close of business on August 26,
1996 are entitled to notice of, and to vote at, the Annual Meeting and at any
adjournment(s) thereof.
All stockholders are cordially invited to attend the Annual Meeting in person.
Whether or not you expect to attend the Annual Meeting in person, in order to
ensure your representation at the Annual Meeting, please mark, sign, date and
return the enclosed proxy card as promptly as possible in the postage-prepaid
envelope enclosed for that purpose. Any stockholder attending the Annual
Meeting may vote in person even if such stockholder has returned a proxy.
By Order of the Board of Directors
Richard L. Mohr
Secretary
Colorado Springs, Colorado
September 24, 1996
<PAGE>
PRELIMINARY COPY
RAMTRON INTERNATIONAL CORPORATION
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
General
The enclosed proxy is solicited by and on behalf of the Board of Directors of
Ramtron International Corporation, a Delaware corporation ("Ramtron" or the
"Company"), for use at the Annual Meeting of Stockholders (the "Annual
Meeting") to be held on Thursday, October 24, 1996, at 10:00 a.m., Mountain
Standard Time, or at any adjournment(s) thereof, for the purposes set forth
herein and in the accompanying Notice of Annual Meeting of Stockholders. The
Annual Meeting will be held at The Broadmoor Hotel located at One Lake Avenue,
Colorado Springs, Colorado 80906.
These proxy solicitation materials were first mailed on or about September 24,
1996 to all stockholders entitled to vote at the Annual Meeting.
Only stockholders of record at the close of business on August 26, 1996 (the
"Record Date") are entitled to notice of, and to vote at, the Annual Meeting.
At the Record Date, 36,482,516 shares of Common Stock were issued and
outstanding.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of the
Company a written notice of revocation or a duly executed proxy bearing a
later date or by attending the Annual Meeting and voting in person.
Voting and Solicitation
On all matters, each share of Common Stock has one vote. The affirmative vote
of a majority of shares present, in person or by proxy, and entitled to vote
at the Annual Meeting is required for the approval of matters submitted to the
stockholders for a vote. Abstentions are counted as shares that are present
and entitled to vote for purposes of determining the presence of a quorum.
Abstentions, however, do not constitute a vote "for" or "against" any matter
and thus will be disregarded in the calculation of a plurality or of "votes
cast." Broker non-votes are counted as shares that are present and entitled
to vote for purposes of determining a quorum. If a broker indicates on the
proxy that it does not have discretionary authority to vote on a particular
matter as to certain shares, those shares will be counted for purposes of
determining the presence of a quorum but will not be treated as present and
entitled to vote with respect to that matter (even though such shares are
considered present and entitled to vote for quorum purposes and may be
entitled to vote on other matters).
The costs of this solicitation will be borne by the Company. The Company has
retained the services of Corporate Investor Communications, Inc. to assist in
distributing proxy materials to brokerage houses, banks, custodians and other
nominee holders. The estimated cost of such services is $2,500 plus out-of-
pocket expenses. Although there are no formal agreements to do so, the
Company may reimburse brokerage houses and other persons representing
beneficial owners of shares for their expenses in forwarding proxy materials
to such beneficial owners. Proxies may be solicited personally or by
telephone or telegram by certain of the Company's directors, officers and
regular employees, without additional compensation.
<PAGE>
Deadline for Receipts of Stockholder Proposals
Proposals of stockholders of the Company which are intended to be presented by
such stockholders at the next annual meeting of stockholders of the Company to
be held after the Annual Meeting must be received by the Company no later than
January 15, 1997 in order that they may be included in the proxy statement and
form of proxy relating to that annual meeting. It is recommended that
stockholders submitting proposals direct them to the Secretary of the Company
by certified mail, return receipt requested, in order to ensure timely
delivery. No such proposals were received with respect to the Annual Meeting
scheduled for October 24, 1996.
PROPOSAL 1 - ELECTION OF DIRECTORS
Nominees
A board of six directors will be elected at the Annual Meeting. Unless
otherwise instructed, proxy holders will vote the proxies received by them for
the six nominees named below, all of whom are currently directors of the
Company. It is not expected that any nominee will be unable or will decline
to serve as a director. If, however, any nominee of the Company is unable or
declines to serve as a director at the time of the Annual Meeting, the proxies
will be voted for any nominee who shall be designated by the present Board of
Directors to fill the vacancy. In the event that additional persons are
nominated for election as directors, the proxy holders intend to vote all
proxies received by them for the nominees listed below. The term of office of
each person elected as a director at the Annual Meeting will continue until
the next annual meeting of stockholders and such time as his successor is duly
elected and qualified or until his earlier resignation, removal or death. One
vacancy will exist on the Board of Directors after the election of a board of
six directors at the Annual Meeting, which vacancy is expected to be filled by
a designee of Oren L. Benton or BEA Associates, Inc., as discussed below.
The names of the nominees, and certain information about them, are set forth
below:
<TABLE>
<CAPTION>
Name Age Position(s) with the Company
- ---- --- ----------------------------
<S> <C> <C>
L. David Sikes 54 Chairman of the Board and
Chief Executive Officer
Greg B. Jones 49 Director, President and
Chief Operating Officer
William G. Howard 55 Director
George J. Stathakis 66 Director
William G. Tull 68 Director
L. T. Womack 66 Director
</TABLE>
In July 1995, the Company entered into a debt conversion agreement (the "1995
Debt Conversion Agreement") with the National Electrical Benefit Fund (the
"Fund"); Oren L. Benton and the bankruptcy estates of Oren L. Benton, Energy
Fuels Exploration Co. and Nuexco Trading Corporation; BEA Associates, Inc.
("BEA"); Nordostschweizerische Kraftwerke AG ("NOK"); Kernkraftwerk Gosgen-
Daniken AG ("KKG") and Kernkraftwerk Leibstadt AG ("KKL"). Pursuant to the
1995 Debt Conversion Agreement, Mr. Benton, the Fund, BEA and the Company have
agreed that for as long as any of Mr. Benton, the Fund or BEA beneficially
owns 5% or more of the issued and outstanding shares of the Company's Common
Stock, the Company and the other two of such stockholders will use their best
efforts to cause a designee of each such 5% stockholder to serve on the
Company's Board of Directors. The Company has also agreed pursuant to a March
<PAGE>
1989 Stock and Warrant Purchase Agreement between the Company and the Fund
that for as long as the Fund owns 5% or more of the issued and outstanding
shares of the Company's Common Stock, the Company will use its best efforts to
cause one individual designated by the Fund to serve on the Company's Board of
Directors.
William G. Tull is the Fund's current designee on the Board of Directors. As
of September 10, 1996, neither Mr. Benton nor BEA had designated a
representative to serve on the Company's Board of Directors, but both had
identified potential representatives. In the event that Mr. Benton or BEA
designates a representative to serve on the Company's Board of Directors, the
Board of Directors intends to appoint each such designee to serve as a
director of the Company until the next annual meeting of the Company's
stockholders and such time as his or her successor is duly elected and
qualified or until his or her earlier resignation, removal or death. The
number of directors authorized to serve on the Board of Directors will have
to be increased from seven to eight by the affirmative vote of a majority of
the Board to accommodate the appointment of the designees of both BEA and
Mr. Benton.
In a December 1991 agreement between Messrs. Benton and Stathakis, Mr. Benton
agreed to use his best efforts to elect Mr. Stathakis to the Company's Board
of Directors through September 1997.
Mr. Sikes became the Company's Chairman of the Board and Chief Executive
Officer in April 1995 and has been a director of the Company since September
1992. Prior to becoming Chairman of the Board and Chief Executive Officer,
Mr. Sikes was the Company's President and Chief Operating Officer from July
1992 until January 1995, at which time he left the Company and joined Micro
Component Technology Inc., a semiconductor equipment manufacturer, as
Chairman, President and Chief Executive Officer from January 1995 until April
1995. Prior to joining Ramtron, Mr. Sikes was President and Chief Executive
Officer of ASM America, Inc. ("ASM America"), a semiconductor equipment
company, from January 1991 until June 1992, and Executive Vice President and
General Manager of ASM Epitaxy, a semiconductor equipment manufacturer, from
February 1989 until December 1990. Prior to his tenure with ASM Epitaxy,
Mr. Sikes spent 18 years with Motorola, Inc. ("Motorola") in various
management and executive positions including Vice President and Director of
Semiconductor Research and Development Lab. His experience also includes
several management and engineering roles with Eastman Kodak and National
Semiconductor Corporation. Mr. Sikes received his Bachelor of Science degree
in Electrical Engineering from Massachusetts Institute of Technology.
Mr. Jones became a director of the Company and the Company's President and
Chief Operating Officer in February 1995. Prior to becoming President and
Chief Operating Officer, Mr. Jones was Ramtron's Chief of Administration from
January 1995 until February 1995. Prior to joining Ramtron, Mr. Jones was
Marketing Director at Concord Services, Inc., a company owned by Mr. Benton,
from November 1993 until January 1995. From August 1990 until November 1993,
Mr. Jones served as Director of Vertical Reactors at ASM America. Prior to
his work with ASM America, Mr. Jones held a variety of management positions in
sales, marketing, corporate planning and project management. He holds a
Master of Science in Management Sciences from Stanford University and a
Bachelor of Science in Engineering from the U.S. Naval Academy, Annapolis.
Dr. Howard became a director of the Company in July 1994. Since September
1990, Dr. Howard has been an independent engineering consultant to various
entities, including SEMETECH, the Semiconductor Industry Association and VLSI
Technology. From October 1987 until December 1990, he served as a Senior
Fellow at the National Academy of Engineering while on leave from Motorola.
From 1969 to 1990, Dr. Howard was employed by Motorola in its integrated
<PAGE>
circuits operations where he most recently served as Corporate Senior Vice
President and Director of Research and Development. Dr. Howard is a member of
the National Academy of Engineering and a fellow of the Institute of
Electrical Engineers and of the American Association for the Advancement of
Science. Dr. Howard is also a director of BEI Electronics, Inc., a
manufacturer of electronic sensors and military and medical equipment, and
Credence Systems, Inc., a manufacturer of electronic test equipment.
Mr. Stathakis has been a director of the Company since March 1990.
Mr. Stathakis also served as Chairman of the Board and Chief Executive Officer
of the Company from March 1990 until June 1994 and, in an interim capacity,
from February 1995 until April 1995. From 1986 until 1989, Mr. Stathakis
served as Chairman of the Board and Chief Executive Officer of International
Capital Corporation, a subsidiary of American Express. Prior to his
involvement in international investment banking, Mr. Stathakis retired from
General Electric Corporation ("GE") after having spent 32 years in management
and executive positions. In 1971, he was appointed Vice President of GE and
General Manager of the Nuclear Energy Division. His responsibilities included
technology research and development, engineering design, manufacturing,
construction and marketing, as well as strategic business planning and
investments for an organization of approximately 10,000 people. In 1977, he
was appointed General Manager of GE's International Trading Operations, an
organization of approximately 35,000 people. Mr. Stathakis founded the
General Electric Trading Company in 1982 and was appointed its first President
and Chief Executive Officer. The General Electric Trading Company was
instrumental in developing export opportunities for countertrade and barter.
Mr. Stathakis graduated from the University of California at Berkeley with
Bachelor of Science and Master of Science degrees in engineering. In 1985,
Mr. Stathakis was appointed by President Reagan as a member of the President's
Export Council, and he served on such Council until 1987.
Mr. Tull has been a director of the Company since January 1991 when the Fund
selected him to serve as its designee on the Company's Board of Directors.
Since January 1990, he has been an independent financial advisor and has
provided such services to the Fund since June 1990. From December 1988 to
December 1989, Mr. Tull was Chairman of the Board of Security Trust Company,
N.A., based in Washington D.C., and from April 1985 to January 1990, Mr. Tull
was President of American Security Bank, N.A., based in Washington D.C.
Mr. Womack has been a director of the Company since July 1994. From 1957
until his retirement in 1988, Mr. Womack was with the international accounting
firm of KPMG Peat Marwick where he most recently served as the managing
partner of the firm's Lincoln, Nebraska office. Mr. Womack has a number of
active investment interests, including banking, and serves on the board of
directors of several privately owned companies.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION
OF EACH OF THE NOMINEES NAMED ABOVE.
Information Regarding the Board of Directors and its Committees
The Board of Directors held a total of nine meetings during 1995 and acted by
unanimous written consent four times.
The Compensation Committee, which during 1995 was comprised of Oren L. Benton,
Dr. Howard and Messrs. Stathakis and Tull met two times during 1995.
Mr. Benton ceased to be a member of the Compensation Committee upon his
resignation in February 1995 from his positions as Chairman of the Board and
Chief Executive Officer of the Company. The Compensation Committee is
currently comprised of Dr. Howard and Messrs. Stathakis and Tull and makes
recommendations to the Board of Directors regarding salaries, bonuses, stock
option grants and other compensation and benefits for directors, officers and
employees. The Compensation Committee is also responsible for the
administration of the Company's 1995 Stock Option Plan.
<PAGE>
The Executive Committee, which during 1995 was comprised of L. David Sikes,
William G. Howard and George J. Stathakis, met two times during 1995. The
Executive Committee is currently comprised of Messrs. Sikes and Stathakis and
Dr. Howard and acts as the liaison between the Company and legal counsel
retained by the Company in connection with the filing by Oren L. Benton, a
principal stockholder and former director of the Company, for protection under
Chapter 11 of the United States Bankruptcy Code.
The Audit Committee, which during 1995 was comprised of Mr. Tull and
Mr. Womack, did not meet during 1995. The Audit Committee met once during
the period from January to September 1996 with the Company's independent
public accountants to review the results of the 1995 audit. The Audit
Committee is currently comprised of Messrs. Tull and Womack and recommends
the engagement of independent auditors, reviews accounting policies, internal
accounting controls and results of audit engagements and generally performs
functions related to the financial conditions and policies of the Company.
The Company does not have a nominating committee or any committee performing
the functions thereof.
In 1995, Mr. Sikes attended fewer than 75% of the total number of Board of
Directors meetings and meetings of Board committees of which he was a member.
Compensation of Directors. Directors other than Mr. Tull who are not officers
of the Company are paid monthly fees of $1,000, plus $1,500 for each Board of
Directors' meeting attended in person. Mr. Tull, as the Fund's designee on
the Board, is not paid such director fees by the Company. Directors are also
reimbursed for reasonable expenses for attending Board of Directors' meetings.
Pursuant to the March 1989 Stock and Warrant Purchase Agreement between the
Company and the Fund, any compensation payable by the Company to Mr. Tull as a
director of the Company is required to be paid to the Fund rather than to
Mr. Tull. Non-employee directors of the Company are eligible to be granted
nonstatutory stock options under the Company's Amended and Restated 1986 Stock
Option Plan, 1989 Nonstatutory Stock Option Plan and the 1995 Stock Option
Plan.
In February 1995, the Company paid to Mr. Stathakis $58,000 as payment for
consulting fees and reimbursement for expenses owed to Mr. Stathakis in
connection with consulting services performed by Mr. Stathakis for the benefit
of the Company between October 1994 and February 1995.
In July 1995, Mr. Stathakis entered into a consulting agreement with the
Company pursuant to which he agreed to perform consulting services for the
Company until December 31, 1996 in consideration of $7,000 per month. The
Company has options to extend the term of the agreement for six additional
periods of six months each.
In April 1996, the Fund, in lieu of William G. Tull, was granted ten-year
options under the Company's 1995 Stock Option Plan to purchase 20,000 shares
of the Company's Common Stock at an exercise price of $6.63 per share, which
option exercise price was equal to the reported closing price of the Company's
Common Stock on The Nasdaq Stock Market on the date of such option grant.
In July 1995, pursuant to the 1995 Debt Conversion Agreement, options held by
Messrs. Stathakis, Sikes and Jones to purchase 320,000, 258,750 and 40,000
shares, respectively, of the Company's Common Stock were amended to reduce the
exercise prices thereof from between $4.16 and $6.00 per share to $4.15 per
share, which amended exercise price exceeded the reported closing price
(i.e., $3.19 per share) of the Company's Common Stock on The Nasdaq Stock
Market on the date of such amendment.
<PAGE>
EXECUTIVE OFFICERS
The executive officers of the Company, and certain information about them, are
as follows:
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
L. David Sikes 54 Chairman of the Board and Chief Executive Officer
Greg B. Jones 49 Director, President and Chief Operating Officer
Elliott M. Philofsky 54 Sr. Vice President and Chief Technical Officer
Richard L. Mohr 36 Executive Vice President and Chief Financial
Officer
Dennis R. Wilson 48 Vice President of FRAM Business
Donald G. Carrigan 48 Vice President of Sales
</TABLE>
Officers are appointed by and serve at the discretion of the Board of
Directors. All officers were appointed for terms ending upon their deaths,
resignations, removal or appointment and qualification of a successor. For
information concerning Messrs. Sikes and Jones, see "Nominees" above.
Dr. Philofsky joined the Company in July 1991 as Senior Vice President of
Technology and was named Senior Vice President of Technology and Manufacturing
in April 1995. In February 1996, Dr. Philofsky was named Senior Vice
President and Chief Technical Officer. Dr. Philofsky has over 25 years of
semiconductor industry experience. From July 1985 until January 1991,
Dr. Philofsky was employed by Tegal Corporation, a semiconductor equipment
manufacturer, and most recently served as its President. Before his tenure at
Tegal Corporation, Dr. Philofsky was employed by AVX Corporation where he
served as Vice President of the Integrated Capacitor Division and as Vice
President of Technology. During this time, he was deeply involved with the
properties of titanates for bulk capacitor manufacturing. PZT is the
ferroelectric titanate material used by Ramtron in its FRAM products. Prior
to joining AVX Corporation, Dr. Philofsky was Director of Motorola's
Semiconductor Research and Development Laboratory in Phoenix, Arizona, and
spent ten years with Motorola in various scientific roles. Dr. Philofsky has
published over 20 technical papers at international conferences and holds over
15 patents. Dr. Philofsky received his Bachelor of Science in Metallurgical
Engineering from Carnegie Mellon University and his Master of Science and
Doctor of Philosophy in Materials Science from Northwestern University.
Mr. Mohr joined the Company in January 1991 as Controller. In April 1994, he
was named Vice President and Controller and served in that position until
February 1995 when he was named Executive Vice President and Chief Financial
Officer. Mr. Mohr is a certified public accountant and has over 13 years of
professional finance experience including 9 years employed with high
technology and manufacturing companies. From February 1987 until December
1990, Mr. Mohr was the Chief Financial Officer of Packaging Research
Corporation, an equipment manufacturing company. Mr. Mohr received his
Bachelor of Science in Accounting from Colorado State University and a Master
of Business Administration in Accounting and Finance from Regis University.
Mr. Wilson joined the Company in May 1987 as a design engineer and became
Design Engineering Manager in July 1989. In June 1990, Mr. Wilson was named
Director of Design Engineering. In October 1992, Mr. Wilson became Vice
President of FRAM Design, and in March 1995 he became Vice President of FRAM
Business. Mr. Wilson has over 24 years of experience in the semiconductor
industry. Prior to joining the Company, Mr. Wilson held a variety of
technical positions, including Vice President of Design and co-founder of
Micron Technology, Inc., a leading DRAM supplier. He has also held positions
in memory circuit design with both Mostek Corporation and Bell Laboratories.
Mr. Wilson received his Bachelor of Science degree in Electrical Engineering
from Lafayette College.
<PAGE>
Mr. Carrigan joined the Company in November 1989 as Sales Manager. In July
1990, he was named Director of Marketing and Sales and held that position
until October 1992, when he became Vice President of Sales. Mr. Carrigan has
over 23 years of semiconductor industry experience in research and
development, design, operations, marketing and sales. Prior to joining the
Company, Mr. Carrigan held various managerial and technical positions,
including Vice President of Sales and Marketing for Information Storage
Incorporated, an optical storage system venture between Eastman Kodak Co. and
Kawasaki Steel. He also held positions as Product and Test Engineering
Manager and Director of Marketing for INMOS Corporation; Design Manager for
NCR Microelectronics; IC Design Engineer in the Corporate Research Labs of
Texas Instruments; and Design Manager for SRAM's with the Advanced MOS Memory
Division of Texas Instruments. Mr. Carrigan received his Bachelor of Science
degree in Electrical Engineering from the University of Tennessee and a Master
of Science degree in Electrical Engineering from Southern Methodist
University.
<PAGE>
COMMON STOCK OWNERSHIP
PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of July 15, 1996 by: (i) each
person who is known by the Company to own beneficially more than 5% of the
outstanding shares of the Company's Common Stock; (ii) each of the Company's
directors; (iii) each of the executive officers named in the Summary
Compensation Table on page 11 who beneficially owns Common Stock; and (iv) all
current directors and executive officers of the Company as a group:
<TABLE>
<CAPTION>
Shares of Common Stock Percent
Name of Beneficial Owner(1) Beneficially Owned of Class
- --------------------------- ---------------------- --------
<S> <C> <C>
Oren L. Benton, Debtor-in-Possession 15,134,859(2) 38.4%
Three Park Central, Suite 900
1515 Arapahoe Street
Denver, Colorado 80202
National Electrical Benefit Fund 12,509,627(3) 30.7
1125 15th Street, N.W., Room 912
Washington, D.C. 20005
BEA Associates, Inc. 6,302,020(4) 17.3
One Citicorp Center
153 East 53rd Street
New York, New York 10022
George J. Stathakis 315,500(5) *
L. David Sikes 108,750(6) *
Elliott M. Philofsky 53,999(7) *
Richard L. Mohr 27,549(8) *
L.T. Womack 23,845(9) *
Greg B. Jones 11,000(10) *
William G. Howard 10,000(11) *
William G. Tull 0 0
All current directors and executive
officers as a group (10 persons) 601,750(12) 1.6
- ---------------
<FN>
* Less than one percent
(1) Such persons have sole voting and investment power with respect to all
shares of Common Stock shown as being beneficially owned by them, subject to
community property laws where applicable, and the information contained in the
footnotes to this table.
<PAGE>
(2) Includes: (i) 6,219,795 shares of Common Stock owned directly, of which
1,239,793 shares are subject to a lien in favor of Westinghouse Inc.;
1,491,634 shares are subject to a lien in favor of China Nuclear Energy
Industry Corporation; 1,406,633 shares are subject to a lien in favor of Union
Bank of Switzerland; and 890,265 shares are subject to a lien in favor of the
Washington Public Power Supply System; (ii) 453,848 shares of Common Stock
held by a third party for Mr. Benton; (iii) 2,961,216 shares of Common Stock
issuable upon exercise of the warrants held by the Estate of Oren L. Benton
(the "Benton Estate"); and (iv) 5,500,000 shares of Common Stock which may be
acquired by the Benton Estate on or before March 14, 1997 upon exercise of an
option covering 5,475,000 shares of Common Stock beneficially owned by BEA
and 25,000 shares of Common Stock owned by Chanin & Company (see footnote 4 below).
(3) Includes: (i) 8,193,399 shares of Common Stock owned by the Fund; (ii)
4,028,485 shares of Common Stock issuable upon exercise of the warrants held
by the Fund; and (iii) approximately 287,743 shares issuable as of July 15,
1996 upon conversion of a convertible promissory note dated August 31, 1995
made by the Company in favor of the Fund. Jack F. Moore and John M. Grau, as
trustees of the Fund, share voting and dispositive powers as to such shares.
(4) In an Amendment No. 1 to Schedule 13G dated January 22, 1996, BEA
reported shared voting and sole dispositive power as to these shares, which
shares are held in discretionary accounts managed by BEA. Of such shares,
1,480,000, 1,475,000 and 1,320,000 shares are owned by C.I. Global Equity RSP,
Empire Partners, L.P. and C.I. Global Fund, respectively. Of such shares,
5,475,000 shares may be acquired by the Benton Estate on or before March 14,
1997 upon exercise of a call option in favor of the Benton Estate.
(5) Includes: (i) 5,500 shares of Common Stock owned directly; and (ii)
310,000 shares issuable to Mr. Stathakis pursuant to options which are
exercisable or become exercisable within 60 days after July 15, 1996.
(6) Such shares are issuable to Mr. Sikes pursuant to options which are
exercisable or become exercisable within 60 days after July 15, 1996.
(7) Such shares are issuable to Dr. Philofsky pursuant to options which are
exercisable or become exercisable within 60 days after July 15, 1996.
(8) Such shares are issuable to Mr. Mohr pursuant to options which are
exercisable or become exercisable within 60 days after July 15, 1996.
(9) Includes: (i) 13,845 shares of Common Stock owned directly; and (ii)
10,000 shares issuable to Mr. Womack pursuant to options which are exercisable
or become exercisable within 60 days after July 15, 1996.
(10) Includes: (i) 1,000 shares held jointly by Mr. Jones and his spouse;
and (ii) 10,000 shares issuable to Mr. Jones pursuant to options which are
exercisable or become exercisable within 60 days after July 15, 1996.
(11) Such shares of Common Stock are issuable to Dr. Howard pursuant to
options which are exercisable or become exercisable within 60 days after
July 15, 1996.
(12) Includes 581,155 shares of Common Stock for which options to purchase
shares of Common Stock beneficially owned by current officers or directors are
exercisable or become exercisable within 60 days after July 15, 1996.
</TABLE>
<PAGE>
In February 1995, Mr. Benton filed for protection under Chapter 11 of the
United States Bankruptcy Code. The resolution of Mr. Benton's bankruptcy case
may result in the distribution to one or more third parties of all or a
portion of the securities of the Company beneficially owned by the Benton
Estate and therefore may result in a change in control of the Company.
Pursuant to an agreement entered into in August 1995, the Benton Estate has
the right exercisable from time to time until March 1997 to purchase all or a
portion of 5,475,000 shares of Common Stock beneficially owned by BEA and
25,000 shares of Common Stock owned by Chanin & Company at purchase prices
ranging from $5.00 to $7.50 per share depending on the date of exercise of
such right. Any exercise of such right by the Benton Estate may result in a
change in control of the Company.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the Company's directors and officers and persons holding more
than ten percent of the Company's Common Stock are required to report their
ownership of the Company's Common Stock and any changes in that ownership to
the Securities and Exchange Commission (the "SEC"). The specific due dates
for these reports have been established by the SEC, and the Company is
required to report in this Proxy Statement any failure to file by the
established dates during or with respect to 1995 or prior fiscal years. To
the knowledge of the Company and based solely on a review of the Section 16(a)
reports furnished to the Company during 1995: (i) L. David Sikes, the
Company's Chairman and Chief Executive Officer, was delinquent in filing one
Form 4 relating to six transactions; (ii) Greg B. Jones, the Company's
President and Chief Operating Officer, was delinquent in filing one Form 3,
and one Form 4 relating to two transactions; (iii) George J. Stathakis, a
director of the Company, was delinquent in filing two Form 4's relating to
seven transactions; (iv) Elliott M. Philofsky, the Company's Sr. Vice
President and Chief Technical Officer, was delinquent in filing one Form 4
relating to eight transactions; (v) Richard L. Mohr, the Company's Executive
Vice President and Chief Financial Officer, was delinquent in filing one Form
3, and one Form 4 relating to 12 transactions; and (vi) the Fund, a principal
stockholder of the Company, was delinquent in filing two Form 4's relating to
four transactions.
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information for the three years ended
December 31, 1995 concerning compensation paid or accrued by the Company to or
on behalf of the three individuals who served as the Company's Chief Executive
Officer during 1995 and the three other executive officers of the Company
whose compensation during 1995 exceeded $100,000:
<TABLE>
<CAPTION>
Long-Term
Compensation Awards
---------------------
Annual Compensation
Name and -------------------- Securities
Principal Position Year Salary($) Bonus($) Underlying Options(#)
- ------------------ ---- --------- -------- ---------------------
<S> <C> <C> <C> <C>
L. David Sikes(1) 1995 $273,643 $50,000 458,750(2)
Chairman of the Board and
Chief Executive Officer
George J. Stathakis(4) 1995 100,000 -- 410,000(2)
Former Chairman of 1994 93,750 -- 230,000(3)
the Board and Chief 1993 225,100 -- --
Executive Officer
Oren L. Benton(5) 1995 -- -- --
Former Chairman of 1994 -- -- --
the Board and Chief
Executive Officer
Greg B. Jones(6) 1995 141,831 60,000 80,000(2)
President and Chief
Operating Officer
Elliott M. Philofsky 1995 145,500 50,000 53,999(2)
Sr. Vice President 1994 138,900 -- 53,999(3)
of Technology and 1993 132,300 -- --
Manufacturing
Richard L. Mohr(7) 1995 111,975 50,000 72,549(2)
Executive Vice President
and Chief Financial Officer
- ---------------
<FN>
(1) Mr. Sikes served as President and Chief Operating Officer from June 1992
until January 1995 and returned to the Company as Chairman of the Board and
Chief Executive Officer in April 1995.
(2) Amounts shown for 1995 with respect to Messrs. Sikes, Stathakis, Jones,
Philofsky and Mohr include options to purchase 258,750, 320,000, 40,000,
53,999 and 42,549 shares, respectively, which were originally granted under
the Company's 1989 Nonstaturory Stock Option Plan (the "1989 Plan") at various
times between June 1992 and April 1995 and which were amended in July 1995
pursuant to the 1995 Debt Conversion Agreement solely to reduce the exercise
prices thereof to $4.15 per share. See "Option Grants in 1995" below.
<PAGE>
(3) Amounts shown for 1994 with respect to Messrs. Stathakis and Philofsky
include options to purchase 230,000 and 46,999 shares, respectively, which
were originally granted in 1992 under the 1989 Plan and which were
subsequently amended in July 1994 to reduce the exercise prices thereof and
the number of shares subject thereto.
(4) Mr. Stathakis served as Chief Executive Officer from March 1990 until
June 1994 and, in an interim capacity, from February 1995 until April 1995.
(5) Mr. Benton became Chief Executive Officer in June 1994 and resigned from
such position in February 1995.
(6) Mr. Jones became President and Chief Operating Officer in February 1995.
(7) Mr. Mohr became Executive Vice President and Chief Financial Officer in
February 1995 and was employed by the Company in various non-executive officer
positions from January 1991 until February 1995.
</TABLE>
OPTION GRANTS IN 1995
The following table sets forth certain information concerning stock option
grants in 1995 to each of the executive officers named in the Summary
Compensation Table who received stock option grants in 1995.
<TABLE>
<CAPTION>
Individual Grants
------------------------------------------
No. of Potential Realizable
Securities % of Total Value at Assumed
Underlying Options Annual Rates of Stock
Options Granted to Exercise Price Appreciation
Granted Employees Price Expiration for Option Term(2)
Name (#) in 1995(1) ($/Share) Date 5%($) 10%($)
- ---- ---------- ---------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
L. David Sikes
200,000(3) 14.3% $4.16 03/21/05 $308,226 $983,620
200,000(4) 14.3 4.15 03/21/05 170,607 738,035
8,750(4)(5) 0.6 4.15 07/29/04 6,107 28,163
50,000(4)(5) 3.6 4.15 06/24/02 22,253 124,391
George J. Stathakis
90,000(6) 6.4 4.16 02/23/05 212,002 559,347
90,000(4) 6.4 4.15 02/23/05 75,246 327,474
30,000(4)(5) 2.1 4.15 10/30/02 9,131 62,942
200,000(4)(5) 14.3 4.15 02/21/02 31,430 340,337
Greg B. Jones
40,000(3) 2.9 4.16 04/05/05 73,862 216,177
40,000(4) 2.9 4.15 04/05/05 34,606 149,081
Elliott M. Philofsky
7,000(4)(8) 0.5 4.15 07/29/04 4,885 22,530
3,000(4)(5) 0.2 4.15 09/08/02 814 6,020
4,000(4)(5) 0.3 4.15 02/21/02 662 6,895
39,999(4)(5) 2.9 4.15 07/15/01 1,193 54,639
<PAGE>
Richard L. Mohr
20,000(3) 1.4 4.16 04/05/05 36,931 108,089
10,000(7) 0.7 4.16 04/05/05 18,465 54,044
20,000(4) 1.4 4.15 04/05/05 17,303 74,540
10,000(4) 0.7 4.15 04/05/05 8,652 37,270
7,000(4)(8) 0.5 4.15 07/29/04 4,885 22,530
1,700(4)(5) 0.1 4.15 09/08/02 461 3,411
600(4)(5) * 4.15 10/28/01 54 915
3,249(4)(5) 0.2 4.15 02/13/01 169 3,768
- ---------------
<FN>
* Less than 0.1 percent.
(1) The Company granted options to purchase an aggregate of 1,395,309 shares
to employees in 1995 comprised of (i) options covering 995,309 shares which
were originally granted at various times between April 1989 and April 1995 and
were amended in July 1995 pursuant to the 1995 Debt Conversion Agreement
solely to reduce the exercise prices thereof and (ii) additional grants of
options covering 400,000 shares. See footnote 4 below.
(2) Potential values are net of exercise price and before taxes payable in
connection with the exercise of such options or the subsequent sale of shares
acquired upon the exercise of such options. These values represent certain
assumed rates of appreciation (i.e., 5% and 10% compounded annually over the
term of such options) based on the Securities and Exchange Commission's rules.
The actual values, if any, will depend upon, among other factors, the future
performance of the Company's Common Stock, overall market conditions and the
named officer's continued employment with the Company. Therefore, the
potential values reflected in this table may not necessarily be achieved.
(3) Such options were granted under the 1989 Nonstatutory Stock Option Plan
(the "1989 Plan") and vest and become exercisable in four equal annual
installments commencing one year following the grant date. The exercise price
per share of such options exceeded the reported closing price of the Company's
Common Stock on The Nasdaq Stock Market on the date of grant. All such
options were amended in July 1995. See footnote 4 below.
(4) Such options were originally granted at various times between June 1992
and April 1995 under the 1989 Plan and were amended in July 1995 pursuant to
the 1995 Debt Conversion Agreement solely to reduce the exercise prices
thereof from between $4.16 and $6.00 per share to $4.15 per share, which
amended exercise price exceeded the reported closing price (i.e., $3.19 per
share) of the Company's Common Stock on The Nasdaq Stock Market on the date of
such amendment.
(5) Such options were fully vested and exercisable as of the date of their
amendment in July 1995. See footnote 4 above.
(6) Such options were granted under the 1989 Plan and were fully vested and
exercisable on the grant date. The exercise price per share of such options
exceeded the reported closing price (i.e., $4.00 per share) of the Company's
Common Stock on The Nasdaq Stock Market on the grant date. Such options were
amended in July 1995. See footnote 4 above.
(7) Such options were granted under the 1989 Plan and were fully vested and
exercisable on the grant date. The exercise price per share of such options
exceeded the reported closing price (i.e., $3.69 per share) of the Company's
Common Stock on The Nasdaq Stock Market on the grant date. Such options were
amended in July 1995. See footnote 4 above.
<PAGE>
(8) Such options as to one-half of the shares are fully vested and
exercisable as of July 29, 1994. The remaining shares subject to the options
vest and become exercisable in two equal annual installments commencing on
July 29, 1995.
</TABLE>
AGGREGATED OPTION EXERCISES IN 1995 AND OPTION VALUES AT DECEMBER 31, 1995
The following table sets forth the aggregate number of options held as of the
end of 1995 by the executive officers named in the Summary Compensation Table.
None of the executive officers named in the Summary Compensation Table
exercised options during 1995.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options
at 12/31/95(#) at 12/31/95($)*
------------------------------ --------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
L. David Sikes 58,750 200,000 $138,063 $470,000
George J. Stathakis 320,000 0 752,000 0
Oren L. Benton 0 0 0 0
Greg B. Jones 0 40,000 0 94,000
Elliott M. Philofsky 52,249 1,750 122,785 4,113
Richard L. Mohr 20,799 21,750 48,878 51,113
- ---------------
<FN>
* Represents the difference between the closing price of the Company's Common
Stock on December 29, 1995 as reported on The Nasdaq Stock Market (i.e., $6.50
per share) and the exercise price of such options.
</TABLE>
Employment Contracts and Termination of Employment and Change-In-Control
Arrangements
Sikes Employment Agreement. In April 1995, the Company entered into a three-
year employment agreement with Mr. Sikes in connection with his becoming the
Company's Chief Executive Officer and Chairman of the Board. The employment
agreement provides, among other things, for Mr. Sikes to receive an annual
salary in the amount of $320,000. The agreement also provides that if the
Company terminates Mr. Sikes' employment during the term of the agreement for
any reason other than for cause, the Company will be obligated to pay him his
annual salary for the remainder of the three-year term.
Employment Security Program. In May 1995, the Board of Directors of the
Company adopted, and in December 1995 the Company's stockholders approved, an
Employment Security Program (the "Severance Plan"), pursuant to which all
eligible persons who were employed by the Company on April 26, 1995, including
all executive officers of the Company other than Mr. Sikes are entitled to
receive severance pay following the involuntary termination of their
employment as a result of either (i) a reduction in work force initiated by
the Company after April 26, 1995 and on or before October 25, 1996, or (ii) a
reduction in work force made in connection with the filing for any bankruptcy
protection by the Company during the same period of time. The amount of
severance pay that would have been payable under the Severance Plan to
Messrs. Jones, Mohr, Wilson and Carrigan and to Dr. Philofsky if their
employment with the Company were terminated as of August 31, 1996 under
circumstances entitling them to benefits under the Severance Plan would have
<PAGE>
been $12,500, $38,333, $57,000, $46,638 and $48,500, respectively.
Compensation Committee Interlocks and Insider Participation
The members of the Company's Compensation Committee during 1995 were Oren L.
Benton, George J. Stathakis, William G. Tull and William G. Howard.
Mr. Benton ceased to be a member of the Company's Compensation Committee upon
his resignation in February 1995 from his positions as Chairman of the Board
and Chief Executive Officer of the Company. The following executive officers
of the Company were members of the Company's Compensation Committee during
1995: Oren L. Benton, who served as the Company's Chairman of the Board and
Chief Executive Officer from June 1994 to February 1995; and George J.
Stathakis, who served in an interim capacity as the Company's Chairman of the
Board and Chief Executive Officer from February 1995 to April 1995.
Transactions involving Oren L. Benton. In June 1992, Mr. Benton consolidated
the remaining balances on two promissory notes into a new $12,000,000
promissory note (the "Benton $12,000,000 Note") bearing 12% interest and
secured by the Company's facility and equipment. Under the Benton $12,000,000
Note, accrued interest was payable quarterly beginning in January 1995 and no
principal was due until the June 30, 1997 maturity date. Interest expense on
the Benton $12,000,000 Note in 1995 was $1,126,000. In September 1995,
pursuant to the 1995 Debt Conversion Agreement, BEA purchased all of
Mr. Benton's and the unaffiliated third party assignee's rights in the Benton
$12,000,000 Note.
In July 1993, Mr. Benton extended to the Company a $3,000,000 secured line of
credit pursuant to a promissory note (the "1993 Benton Secured Note") bearing
interest at 3% over the prime rate, payable semi-annually. Interest expense
in 1995 was $210,000.
In March 1994, Mr. Benton extended to the Company an unsecured two-year
$6,000,000 line of credit pursuant to a promissory note (the "1994 Benton
Unsecured Note") bearing interest at 2% over the prime rate, payable together
with principal, in March 1996. Interest expense in 1995 was $158,000. In
February 1995, Mr. Benton, who had assigned the 1994 Benton Unsecured Note to
an unaffiliated third party, advised the Company that the remaining balance of
approximately $3,500,000 on this line of credit was no longer available.
In September 1995, pursuant to the 1995 Debt Conversion Agreement, Mr. Benton
converted all outstanding principal and interest under the 1993 Benton Secured
Note and all remaining outstanding interest under a previously converted
Benton note in the total amount of $3,670,919 as of July 31, 1995 into
1,191,470 shares of Common Stock and exchanged the warrants then held by
Mr. Benton to purchase an aggregate of 1,861,216 shares of the Company's
Common Stock for new five-year warrants to purchase the same number of shares
at an exercise price of $4.15 per share. The 1994 Benton Unsecured Note was
not converted into Common Stock in September 1995 because the third-party
assignee of such Note declined to participate in the debt conversion under the
1995 Debt Conversion Agreement. In December 1995, and with the consent of the
third-party assignee, such Note was converted pursuant to the 1995 Debt
Conversion Agreement into 890,265 shares of Common Stock which are subject to
a lien in favor of the third-party assignee.
The Company also granted to Mr. Benton under the 1995 Debt Conversion
Agreement certain rights to register under the Securities Act for resale all
of the warrants and shares of Common Stock issued to Mr. Benton pursuant to
the 1995 Debt Conversion Agreement. In the 1995 Debt Conversion Agreement,
the Company, the Fund and BEA also agreed that for as long as Mr. Benton
beneficially owns 5% or more of the issued and outstanding shares of the
Company's Common Stock, they will use their best efforts to cause one designee
of Mr. Benton to serve on the Company's Board of Directors.
<PAGE>
From December 1992 until March 1995, the Company maintained its primary bank
accounts at Professional Bank (the "Bank"), a Colorado state bank located in
Denver, Colorado. The Bank is owned by Mr. Benton.
Transactions involving George J. Stathakis. In February 1995, the Company
paid to Mr. Stathakis $58,000 as payment for consulting fees and reimbursement
for expenses owed to Mr. Stathakis in connection with consulting services
performed by Mr. Stathakis for the benefit of the Company between October 1994
and February 1995.
In July 1995, Mr. Stathakis entered into a consulting agreement with the
Company pursuant to which he agreed to perform consulting services for the
Company until December 31, 1996 in consideration of $7,000 per month. The
Company has options to extend the term of the agreement for six additional
periods of six months each.
REPRICING OF OPTIONS
In July 1995, the Company amended options previously granted by the Company to
its employees, directors and consultants under the Amended and Restated 1986
Stock Option Plan and 1989 Nonstatutory Stock Option Plan pursuant to the 1995
Debt Conversion Agreement. Options to purchase an aggregate of 995,309 shares
of the Company's Common Stock at exercise prices between $4.16 and $6.00 per
share were amended to $4.15 per share, which amended exercise price exceeded
the reported closing price (i.e., $3.19 per share) of the Company's Common
Stock on The Nasdaq Stock Market on the date of such amendment. See "Board of
Directors Report on Executive Compensation" below.
The following table sets forth, for the period commencing July 1989 (i.e., the
month during which the Company became a reporting company pursuant to Section
15(d) of the Exchange Act) and ending on December 31, 1995, certain
information concerning the repricing of options held by the executive officers
named in the Summary Compensation Table and any person who was an
executive officer of the Company at the time of such repricing.
<TABLE>
<CAPTION>
Length of
(#) ($) Original
Number of Market ($) Option
Securities Price Exercise ($) Term
Underlying of Stock at Price at New Remaining
Options Time of Time of Exercise at Date of
Name Date Repriced Repricing Repricing Price Repricing
- ---- -------- ---------- ----------- --------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
L. David Sikes
Chief Executive 07/28/95 200,000 $3.19 $4.16 $4.15 116 months
Officer 07/28/95 8,750 3.19 6.00 4.15 108 months
07/28/95 50,000 3.19 6.00 4.15 83 months
07/29/94 17,500 5.00 9.80 6.00 120 months
07/29/94 100,000 5.00 9.80 6.00 95 months
George J. Stathakis
Former Chief 07/28/95 90,000 3.19 4.16 4.15 115 months
Executive 07/28/95 30,000 3.19 6.00 4.15 87 months
Officer 07/28/95 200,000 3.19 6.00 4.15 79 months
07/29/94 30,000 5.00 9.80 6.00 99 months
07/29/94 200,000 5.00 9.80 6.00 91 months
Greg B. Jones
President and 07/28/95 40,000 3.19 4.16 4.15 116 months
Chief Operating
Officer
<PAGE>
Elliott M. Philofsky
Sr. Vice 07/28/95 7,000 3.19 6.00 4.15 108 months
President of 07/28/95 3,000 3.19 6.00 4.15 85 months
Technology and 07/28/95 4,000 3.19 6.00 4.15 79 months
Manufacturing 07/28/95 39,999 3.19 6.00 4.15 72 months
07/29/94 3,000 5.00 9.80 6.00 97 months
07/29/94 4,000 5.00 9.80 6.00 91 months
07/29/94 39,999 5.00 9.80 6.00 84 months
06/30/92 5,714 9.80* 14.00 9.80 116 months
06/30/92 57,142 9.80* 14.00 9.80 108 months
Richard L. Mohr
Executive Vice 07/28/95 30,000 3.19 4.16 4.15 116 months
President and 07/28/95 7,000 3.19 6.00 4.15 108 months
Chief Financial 07/28/95 1,700 3.19 6.00 4.15 85 months
Officer 07/28/95 600 3.19 6.00 4.15 75 months
07/28/95 3,249 3.19 6.00 4.15 67 months
07/29/94 1,700 5.00 9.80 6.00 97 months
07/29/94 600 5.00 9.80 6.00 87 months
07/29/94 3,249 5.00 9.80 6.00 79 months
06/30/92 857 9.80* 14.00 9.80 112 months
06/30/92 4,642 9.80* 14.00 9.80 104 months
- ---------------
<FN>
* Prior to February 1993, there was no established public trading market for
the Company's Common Stock. These prices represent the prices at which the
Company's Common Stock was sold in private transactions at approximately the
same time as the repricing.
</TABLE>
The following Board of Directors Report on Executive Compensation and the
Performance Graph on page 20 shall not be deemed incorporated by reference by
any general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act of 1933 or under the Securities Exchange Act
of 1934, except to the extent that the Company specifically incorporates such
information by reference, and shall not otherwise be deemed filed under such
Acts.
BOARD OF DIRECTORS
REPORT ON EXECUTIVE COMPENSATION
In 1995, the Board of Directors was responsible for determining and approving
the annual compensation to be paid and the benefits to be provided to the
Company's executive officers and for administering the Company's Amended and
Restated 1986 Stock Option Plan and the 1989 Nonstatutory Stock Option Plan.
The Company's compensation program is designed to attract, retain and motivate
qualified executive officers who the Company believes will contribute to its
long-term success. The Company's compensation program is comprised primarily
of annual base salaries and stock option grants. In addition, executive
officers receive group life insurance and health benefits as part of their
overall compensation. The Board considers each component of compensation
within the context of the entire officer compensation program in making its
determination.
The Compensation Committee of the Board of Directors makes recommendations to
the Board of Directors regarding salaries, bonuses, stock option grants and
other compensation and benefits for directors, officers and employees. The
Compensation Committee is also responsible for the administration of the
Company's 1995 Stock Option Plan.
<PAGE>
Annual Base Salaries. The Board of Directors reviews and approves the annual
base salaries of all executive officers (including the Chief Executive
Officer). In determining annual base salaries, the Board also collects and
analyzes base salary information from competitors in its industry and uses
that information as the basis for comparing the base salaries of the Company's
executive officers to the amounts paid to executive officers with comparable
qualifications, experience and responsibilities in businesses similar to the
Company's business. The Board also considers both subjective and objective
factors, including, among others, an officer's responsibilities, experience
and qualifications, job performance, contributions and length of service to
the Company, and the Company's financial results and condition. The Board
increased the annual base salary of Dr. Philofsky, who in 1995 was the
Company's Sr. Vice President of Technology and Manufacturing, by 4.75% in 1995
over 1994 salary levels in recognition of such officer's performance and
contributions to the Company during 1994. All other executive officers of the
Company assumed for the first time their respective positions during 1995 and
their corresponding base salaries were determined using the above outlined
criteria.
Cash Bonuses. The Board of Directors approved a one-time cash bonus to each
of its executive officers during 1995 in recognition of such officers'
contributions to the Company during 1995 regarding operational, financial and
legal issues and requirements created subsequent to and resulting from the
filing for personal bankruptcy by Oren L. Benton, one of the Company's
principal stockholders and historically a primary source of financing. No
formal program to compensate executive officers of the Company through cash
bonuses existed during 1995. See "Summary Compensation Table" above.
Stock Options. Options to purchase the Company's Common Stock have
historically been and continue to be a key component of the Company's
compensation program. The Board of Directors views the grant of stock options
as a valuable incentive that serves to attract, retain and motivate executive
officers and other key employees, as well as to align their interest more
closely with the Company's goal of enhancing stockholder value. The
Compensation Committee reviews and considers recommendations by the Company's
Chief Executive Officer (other than for himself) with regard to the grant of
stock options to executive officers and other key employees, and then makes
recommendations to the Board of Directors. In determining the size, frequency
and other terms of an option grant to an executive officer, the Compensation
Committee and the Board consider a number of factors, including, among others,
such officer's position, responsibilities, job performance, prior option
grants, contributions and length of service to the Company and the value of
his or her vested and unvested previously granted stock options, if any.
Options generally vest in annual installments over two to four years as long
as the optionee remains an employee of the Company and, therefore, encourages
an optionee to remain in the employ of the Company. In 1995, options to
purchase an aggregate of 1,075,298 shares of Common Stock were granted to all
executive officers as a group and represented approximately 77% of all options
granted to the Company's employees in 1995. Information concerning all of the
options granted during 1995 to executive officers is provided in the table
entitled "Option Grants in 1995" above.
Compensation of Chief Executive Officer. The Board of Directors generally
considers the same factors in determining the Chief Executive Officer's
compensation as it considers with respect to the Company's other executive
officers including both subjective and objective factors, among others.
Although L. David Sikes, the Company's Chief Executive Officer beginning in
April 1995 and George J. Stathakis, the Company's former and interim Chief
Executive Officer from February 1995 to April 1995 were members of the
Company's Board of Directors, they did not participate in any discussions or
<PAGE>
decisions of the Board regarding the setting of their compensation for 1995.
During 1995, Mr. Sikes' compensation consisted of base salary at the annual
rate of $320,000, a cash bonus of $50,000, the granting of new stock options
to purchase 200,000 shares of the Company's Common Stock and the repricing of
options to purchase 258,750 shares of the Company's Common Stock. During
1995, Mr. Stathakis' compensation consisted of base salary at the annual rate
of $300,000, the granting of new stock options to purchase 90,000 shares of
the Company's Common Stock and the repricing of options to purchase 320,000
shares of the Company's Common Stock. Oren L. Benton, the Company's former
Chief Executive Officer, who resigned from such position in February 1995, did
not receive any compensation from the Company.
Option Repricing. In July 1995, the Company repriced options to purchase
995,309 shares of the Company's Common Stock pursuant to negotiated terms
within the 1995 Debt Conversion Agreement. In connection with the 1995 Debt
Conversion Agreement, it was determined that the decline in the market price
of the Company's Common Stock had resulted in a substantial number of such
options having exercise prices well above the stock's then current market
price of the Common Stock. In order to enhance the incentive value to the
Company's key employees of the options having exercise prices above the then
current market price of the Common Stock, the 1995 Debt Conversion Agreement
called for the repricing of certain outstanding options. Such options were
originally granted at various times between April 1989 and April 1995 under
the Company's Amended and Restated 1986 Stock Option Plan and the 1989
Nonstatutory Stock Option Plan and were amended solely to reduce the exercise
prices thereof from between $4.16 and $6.00 per share to $4.15 per share,
which amended exercise price exceeded the reported closing price (i.e., $3.19
per share) of the Company's Common Stock on The Nasdaq Stock Market on the
date of such amendment. See "Repricing of Options" above.
Deductibility of Executive Compensation. Under Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"), a publicly held corporation
such as the Company will not be allowed a federal income tax deduction for
compensation paid to the executive officers named in the Summary Compensation
Table to the extent that compensation (including stock-based compensation)
paid to a particular officer exceeds $1 million in any fiscal year unless such
compensation was based on performance goals or paid under a written contract
that was in effect on February 17, 1993. Qualifying performance-based
compensation (including compensation attributable to the exercise of stock
options) will not be subject to the deductibility limitation if certain
conditions are met. The Company expects that compensation attributable to the
exercise of stock options will qualify for the exception for qualifying
performance-based compensation and that such compensation will not, therefore,
count toward the $1 million limit. Based upon the Company's current
compensation plans and policies and the proposed regulation under Section
162(m), it appears that the compensation to be paid to the Company's executive
officers for 1996 will not exceed the $1 million limitation per officer.
L. David Sikes
Greg B. Jones
William G. Howard
George J. Stathakis
William G. Tull
L. T. Womack
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total return on the Company's
Common Stock with the cumulative total return of the S&P Electronics
(Semiconductors) Index and the S&P 500 Composite Index for the period
commencing January 1, 1991 and ending December 31, 1995. Because the
Company's Common Stock has been quoted on The Nasdaq Stock Market since only
February 1993, there is no independent market price for the Company's Common
Stock prior to that date. The Company has used the prices at which its Common
Stock was sold in private transactions, or the per share exercise price at
which stock options were granted, between January 1990 and February 1993 as
the "market price" for the Company's Common Stock during that time period.
There can be no assurance that the prices selected by the Company for that
period in the following graph represent the fair market value of the shares
during the period or would correspond to the market value of such shares if
such shares had been actively traded in any public market during the period.
In preparing the following graph, it was assumed that $100 was invested on
January 1, 1991 in each of the Company's Common Stock, the S&P Electronics
(Semiconductors) Index and the S&P 500 Composite Index with all dividends, if
any, reinvested.
The historic stock price performance presented in the following chart is not
necessarily indicative of future stock performance.
Comparison of Five-Year Cumulative Total Return Among
Ramtron International Corporation, the S&P Electronics (Semiconductors) Index
and the S&P 500 Composite Index
<TABLE>
<CAPTION>
Jan. 1, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1991 1991 1992 1993 1994 1995
------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Ramtron
International
Corporation $100 $100.00 $ 70.00 $ 56.29 $ 35.71 $ 46.43
S&P Electronics
(Semiconductors)
Index 100 125.01 204.36 314.79 367.98 499.76
S&P 500 Composite
Index 100 130.48 140.46 154.62 156.66 215.54
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following are certain transactions entered into between the Company and
its officers, directors and principal stockholders or their affiliates since
January 1, 1995.
Transactions involving Oren L. Benton
See "Compensation Committee Interlocks and Insider Participation-Transactions
involving Oren L. Benton."
Transactions involving George J. Stathakis
See "Compensation Committee Interlocks and Insider Participation-Transactions
involving George J. Stathakis."
<PAGE>
Transactions involving the National Electrical Benefit Fund
Pursuant to a Stock and Warrant Purchase Agreement dated March 13, 1989
between the Company and the Fund, as amended by Amendment No. 1 thereto dated
June 29, 1989 (the "1989 Fund Purchase Agreement"), the Company agreed to pay
to the Fund, for as long as the Fund owns at least 5% of the outstanding
shares of the Company's Common Stock, a reasonable monthly consulting fee of
not more than $5,000 and to reimburse the Fund for all out-of-pocket expenses
incurred in monitoring the Fund's investment in the Company. During 1995, the
Company was obligated to pay to the Fund approximately $89,300 in payment of
such fees and expenses, $29,300 of which was paid.
In July 1993, the Fund extended to the Company a two-year secured $3,000,000
line of credit note pursuant to a promissory note (the "1993 Fund Secured
Note") bearing interest at 3% over the prime rate, payable semi-annually.
Interest expense in 1995 was $210,000. Borrowings under the line of credit
were secured by the Company's accounts receivable and inventory and, after
July 1994, were limited to the sum of 70% of the Company's accounts receivable
and 50% of its inventories.
In March 1995, the Fund agreed to lend up to $3,000,000 to the Company
pursuant to a convertible promissory note (the "March 1995 Facility") bearing
interest at 12%, of which all principal and interest were to be due in March
1997. The loan was secured by a third-priority interest in the Company's
building and equipment and a second-priority interest in all other assets of
the Company. As part of the loan transaction, the Company exchanged all
warrants then held by the Fund to purchase an aggregate of 4,028,485 shares of
Common Stock at an exercise price of $4.15 per share for new five-year
warrants to purchase the same number of shares at the same exercise price
per share, which exercise price exceeded the reported closing price
(i.e., $3.69 per share) of the Common Stock on The Nasdaq Stock Market on the
date the warrants were granted. Under the March 1995 Facility, the Fund could
at any time convert all or any portion of the principal and interest
outstanding thereunder into shares of Common Stock at a conversion price equal
to $3.475 per share, which conversion price was determined pursuant to the
loan agreement and was equal to the average of the closing prices of the
Company's Common Stock on The Nasdaq Stock Market for the five days following
the initial advance under the March 1995 Facility.
In September 1995, pursuant to the 1995 Debt Conversion Agreement, the Fund
converted the aggregate amount of $3,669,552, representing as of July 31, 1995
all outstanding principal and interest under the 1993 Secured Fund Note and
the remaining interest from a previously converted note, into 1,191,026 shares
of Common Stock and exchanged the warrants issued by the Company to the Fund
in March 1995 for new five-year warrants to purchase the same number of shares
at an exercise price of $4.15 per share. On the date the 1995 Debt Conversion
Agreement was entered into in July 1995, the effective purchase price
(i.e., $3.13 per share) of the shares issued to the Fund pursuant to the 1995
Debt Conversion Agreement was approximately equal to the closing price
(i.e., $3.00 per share) of the Common Stock on the immediately preceding date
as reported on The Nasdaq Stock Market, and the exercise price of the warrants
issued to the Fund was above that price.
<PAGE>
The Company also granted to the Fund under the 1995 Debt Conversion Agreement
certain rights to register under the Securities Act of 1933, as amended, for
resale all of the warrants and shares of Common Stock issued to the Fund
pursuant to the 1995 Debt Conversion Agreement. In the 1995 Debt Conversion
Agreement, the Company, Mr. Benton and BEA agreed that for as long as the Fund
owns 5% or more of the issued and outstanding shares of the Company's Common
Stock, they will use their best efforts to cause one designee of the Fund to
serve on the Company's Board of Directors. The Company also agreed in the
1989 Fund Purchase Agreement to use its best efforts to cause a designee of
the Fund to serve on the Company's Board of Directors for as long as the Fund
owns 5% or more of the Company's outstanding Common Stock. William G. Tull is
the Fund's current designee on the Company's Board of Directors.
In September 1995 and in connection with the 1995 Debt Conversion Agreement,
the Company and the Fund entered into a Loan Agreement (the "New Fund Credit
Facility") pursuant to which the Fund agreed to lend to the Company up to
$12,000,000 and to treat the amount advanced to the Company under the March
1995 Facility as an advance against the New Fund Credit Facility ($2,600,000
of which had been drawn as of December 31, 1995). The New Fund Credit
Facility is secured by a first-priority security lien on the Company's assets
and by a pledge of the shares of stock of Enhanced Memory Systems, Inc.
and Racom Systems, Inc., owned by the Company. The Fund has the right
to convert all or any portion of the amounts outstanding under the
new Fund Credit Facility into Common Stock at any time or times before
maturity of the loan in June 1998 at a conversion price equal to $10.5125 for
each share of Common Stock. The conversion price was determined pursuant to
the loan agreement and is equal to the average of the closing prices of the
Company's Common Stock on The Nasdaq Stock Market for the five days following
the initial advance under the New Fund Credit Facility. The Company also
agreed under the New Fund Credit Facility to register for resale any shares of
Common Stock issued by the Company upon any conversion of amounts outstanding
under the New Fund Credit Facility.
Other Transactions
In April 1995, the Company entered into a three-year employment agreement with
Mr. Sikes in connection with his becoming the Company's Chief Executive
Officer and Chairman of the Board. The employment agreement provides, among
other things, for Mr. Sikes to receive an annual salary in the amount of
$320,000. The agreement also provides that if the Company terminates
Mr. Sikes' employment during the term of the agreement for any reason other
than for cause, the Company will be obligated to pay him his annual salary for
the remainder of the three-year period.
In September 1995, BEA purchased all of Mr. Benton's rights in the Benton
$12,000,000 Note and, pursuant to the 1995 Debt Conversion Agreement,
converted all outstanding principal and interest under the Benton $12,000,000
Note in the aggregate amount of $16,947,583 as of July 31, 1995 into an
aggregate of 5,500,000 shares of Common Stock. See "Transactions involving
Oren L. Benton." In connection with such conversion, the Company also issued
to BEA in September 1995 five-year warrants to purchase an aggregate of
1,100,000 shares of Common Stock at an exercise price of $4.15 per share,
which warrants BEA then transferred to Mr. Benton. On the date the 1995 Debt
Conversion Agreement was entered into in July 1995, the effective purchase
price (i.e., $3.13 per share) of the shares issued to BEA upon conversion of
the Benton $12,000,000 Note was approximately equal to the closing price
(i.e., $3.00 per share) of the Common Stock on the immediately preceding date
as reported on The Nasdaq Stock Market, and the exercise price of the warrants
issued to BEA was above that price. The Company also granted to BEA,
pursuant to the 1995 Debt Conversion Agreement, certain registration
rights to register under the Securities Act for resale all Common Stock and
<PAGE>
warrants issued to BEA pursuant to the 1995 Debt Conversion Agreement. In the
1995 Debt Conversion Agreement, the Company, Mr. Benton and the Fund also
agreed that for as long as BEA beneficially owns 5% or more of the issued and
outstanding shares of the Company's Common Stock, they will use their best
efforts to cause one designee of BEA to serve on the Company's Board of
Directors.
PROPOSAL 2 - INCREASE IN THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK OF
THE COMPANY FROM 50,000,000 TO 75,000,000 SHARES
In June 1996, the Board of Directors of the Company adopted a resolution
approving an amendment of the Company's Certificate of Incorporation to
increase the authorized number of shares of Common Stock of the Company from
50,000,000 to 75,000,000 shares. Each additional share of Common Stock
authorized by the Amendment will have the same rights and privileges as each
previously authorized share of Common Stock currently authorized or
outstanding.
The increase in the number of authorized shares of Common Stock will become
effective upon the filing of a Certificate of Amendment of Certificate of
Incorporation (the "Amendment") related thereto with the Office of the
Delaware Secretary of State. The Board of Directors intends to cause the
Amendment to be filed as soon as practicable upon the approval of such
Amendment by the Company's stockholders. Upon the effectiveness of the
Amendment, Article FOURTH of the Company's Certificate of Incorporation will
read substantially as is set forth in Exhibit 4.1 hereto. Upon the
effectiveness of the Amendment, the increase in the authorized number of
shares of Common Stock of the Company will occur without any further action on
the part of the stockholders of the Company.
Principal Effects of Action
As of July 31, 1996, there were 36,482,516 shares of the Company's Common
Stock outstanding, 4,702,390 shares were reserved for issuance pursuant to the
Company's stock option plans, 6,989,701 shares were reserved for issuance
pursuant to stock purchase warrants, 1,183,236 shares were reserved for
issuance pursuant to the New Fund Credit Facility (the actual number of shares
which may be issued pursuant to such conversion is based on the outstanding
principal and accrued interest under such credit facility at a conversion
price equal to $10.5125 for each share of Common Stock). As of July 31, 1996,
no shares of the Company's preferred stock (the "Preferred Stock") were
outstanding or reserved for issuance, and 10,000,000 shares were available for
future issuance.
The Company is currently authorized to issue 50,000,000 shares of Common Stock
and 10,000,000 shares of Preferred Stock. As a result of the proposed
increase in the number of authorized shares of Common Stock, the percentage of
shares of the Company's Common Stock that are authorized but unissued or not
reserved for issuance will increase from approximately 1% to approximately
34%. This effectively constitutes an increase in the number and proportion of
shares of the Company's Common Stock that are available for future issuance
without further stockholder approval.
The voting rights and other rights that accompany the Common Stock and the
Preferred Stock, respectively, will not be altered by the Amendment. The
increase in the number of authorized shares of Common Stock will not affect
any stockholder's proportionate equity interest in the Company, but the
issuance of any newly authorized shares will dilute a stockholder's
proportionate equity interest.
<PAGE>
On July 31, 1996, there were 2,613 holders of record of the Company's Common
Stock. Accordingly, there will be no change in the number of holders of
record of the Company's Common Stock immediately following the effectiveness
of the increase in the number of authorized shares of Common Stock. Under
Delaware law, stockholders of the Company not consenting to the increase in
the number of authorized shares of Common Stock are not entitled to
dissenters' rights or other appraisal rights.
The Company's Common Stock is currently registered under Section 12(g) of the
Exchange Act. As a result, the Company is subject to the periodic reporting
and other requirements of the Exchange Act. The Amendment will not affect the
registration of the Common Stock under the Exchange Act, and the Company has
no present intention of terminating such registration in order to become a
"private" company.
Reasons for Action
The Company believes that its directors, officers and associates of such
persons do not have any substantial interest, direct or indirect, in the
increase in the number of authorized shares of Common Stock of the Company.
The Board of Directors believes it is desirable for the Company to have
additional authorized but unissued Common Stock to provide flexibility to act
promptly with respect to public and private financings, acquisitions and for
other appropriate purposes. The availability of such shares will eliminate
the delays and expense which otherwise might be incurred if stockholder
approval were required for certain transactions involving the issuance of
Common Stock. Furthermore, in the event of a proposed merger, tender offer or
other attempt to gain control of the Company of which the Board of Directors
did not approve, it would be possible for the Board of Directors to authorize
the issuance of a substantial block of Common Stock, without obtaining
stockholder approval, as part of an alternative business combination or a
recapitalization, which stockholders might find more attractive.
Additional authorized Common Stock could also be issued to one or more persons
who might thereby obtain sufficient voting power to ensure that any proposal
to remove directors, to accomplish certain business combinations opposed by
the Board of Directors, or to alter, amend or repeal any provisions of the
Company's Certificate of Incorporation or Bylaws would be defeated.
Availability of a significant number of authorized but unissued shares of
Common Stock may, therefore, serve to deter a future takeover attempt which
holders of Common Stock may deem to be in their best interests. However, the
Board of Directors believes that the benefits of providing the Company with
the flexibility to issue shares of Common Stock without delay for any business
purpose outweigh the possible disadvantages of dilution and discouraging any
unsolicited takeover proposals.
Description of Capital Stock
The authorized capital stock of the Company consists of 60,000,000 shares, of
which 50,000,000 shares have been designated Common Stock, $0.01 par value,
and 10,000,000 shares have been designated Preferred Stock, $0.01 par value.
<PAGE>
Common Stock. As of July 31, 1996, there were 36,482,516 shares of Common
Stock issued and outstanding, which were held of record by approximately 2,613
stockholders. The holders of the Company's Common Stock are entitled to one
vote per share on all matters to be voted upon by the stockholders. Subject
to preferences that may be applicable to any outstanding Preferred Stock, the
holders of Common Stock are entitled to receive ratably such dividends as may
be declared from time to time by the Board of Directors. In the event of the
liquidation, dissolution or winding up of the Company, the holders of Common
Stock are entitled to share ratably in all assets remaining after payment of
liabilities, subject to liquidation preferences, if any, of Preferred Stock,
if any, then outstanding. There are no redemption or sinking fund provisions
applicable to the Common Stock. All outstanding shares of Common Stock are
fully paid and non-assessable.
Preferred Stock. The Board of Directors has the authority to issue shares of
Preferred Stock in one or more series and to fix the designations, powers,
preferences and rights thereof, including dividend rights, conversion rights,
voting rights, terms of redemption, liquidation preferences, and the number of
shares constituting any series or the designation of such series, without
further voter action by the stockholders. As of July 31, 1996, there were no
shares of Preferred Stock issued and outstanding, and the Company had no
intention to issue any shares of Preferred Stock. The issuance of shares of
Preferred Stock may have the effect of delaying, deferring or preventing a
change in control of the Company without further action by the stockholders
and may adversely affect the voting power and other rights of Common Stock.
AT THE ANNUAL MEETING, THE STOCKHOLDERS WILL BE REQUESTED TO CONSIDER AND
APPROVE AN AMENDMENT TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON
STOCK OF THE COMPANY FROM 50,000,000 TO 75,000,000 SHARES. THE AFFIRMATIVE
VOTE OF A MAJORITY OF THE OUTSTANDING SHARES OF THE COMPANY'S COMMON STOCK
PRESENT OR REPRESENTED AND ENTITLED TO VOTE AT THE ANNUAL MEETING WILL BE
REQUIRED TO APPROVE SUCH AN INCREASE. THE BOARD OF DIRECTORS RECOMMENDS THAT
STOCKHOLDERS VOTE FOR APPROVAL OF PROPOSAL 2.
PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS
The Board of Directors has appointed Arthur Andersen LLP, independent
auditors, to audit the Company's consolidated financial statements for the
year ending December 31, 1996, and recommends that stockholders vote for
ratification of such appointment. In the event of a negative vote on such
ratification, the Board of Directors will reconsider its selection. A
representative of Arthur Andersen LLP is expected to be present at the Annual
Meeting, will have an opportunity to make a statement if he or she desires to
do so and is expected to be available to respond to appropriate questions.
OTHER MATTERS
The Company currently knows of no matters to be submitted at the Annual
Meeting other than those described herein. If any other matters properly come
before the Annual Meeting, it is the intention of the persons named on the
enclosed proxy card to vote the shares they represent as the Board of
Directors may recommend.
<PAGE>
PROXY PROXY
PRELIMINARY COPY
This Proxy is Solicited on Behalf of The Board of Directors of
RAMTRON INTERNATIONAL CORPORATION
1996 Annual Meeting of Stockholders
The undersigned stockholder of Ramtron International Corporation, a Delaware
corporation (the "Company"), hereby acknowledges receipt of the Notice of
Annual Meeting of Stockholders and Proxy Statement, each dated September 24,
1996, and hereby appoints L. David Sikes and Greg B. Jones, 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
Annual Meeting of Stockholders of the Company to be held October 24, 1996, at
10:00 a.m., Mountain Standard Time, at The Broadmoor Hotel, One Lake Avenue,
Colorado Springs, Colorado 80906, and at any adjournment(s) thereof, and to
vote all shares of Common Stock to which the undersigned would be entitled, if
then and there personally present, on the matters set forth on reverse side.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR PROPOSALS 1, 2 AND 3 AND AS SAID PROXIES DEEM
ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
DO NOT FOLD, STAPLE OR MUTILATE.
(To be Signed on Reverse Side)
SEE REVERSE SIDE
RAMTRON INTERNATIONAL CORPORATION
PLEASE MARK VOTES AS IN THIS EXAMPLE USING DARK INK ONLY.
( X )
1. ELECTION OF DIRECTORS:
Nominees: L. David Sikes; Greg B. Jones; William G. Howard; George J.
Stathakis; William G. Tull; L. T. Womack
FOR WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
( ) ( )
FOR, except vote withheld from the following nominee(s):
( )------------------------------------------------------------------
List Nominees(s)
<PAGE>
2. APPROVAL OF INCREASE IN AUTHORIZED SHARES:
To approve the amendment to the Company's Certificate of Incorporation to
increase the authorized number of shares of Common Stock of the Company from
50,000,000 to 75,000,000 shares.
FOR AGAINST ABSTAIN
( ) ( ) ( )
3. APPOINTMENT OF INDEPENDENT AUDITORS:
To ratify the appointment of Arthur Andersen LLP as independent auditors of
the Company for the fiscal year ending December 31, 1996, as described in the
Proxy Statement.
FOR AGAINST ABSTAIN
( ) ( ) ( )
OTHER BUSINESS: In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting or any
adjournment(s) thereof.
Any one of such attorneys-in-fact or substitutes as shall be present and shall
act at said meeting or any adjournment(s) thereof shall have and may exercise
all powers of said attorneys-in-fact hereunder.
Dated --------------------, 1996
Signature(s)------------------------------------------------------------------
(This Proxy should be marked, dated and signed by the stockholder(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.)
<PAGE>
==============================================================================
BY ORDER OF THE BOARD OF DIRECTORS
Richard L. Mohr
Secretary
Colorado Springs, Colorado
September 24, 1996
AMENDED ARTICLE FOURTH OF
CERTIFICATE OF INCORPORATION
"FOURTH. The total number of shares of capital stock which the Corporation
shall have authority to issue is 85,000,000, consisting of 75,000,000 shares
of Common Stock, $0.01 par value per share, and 10,000,000 shares of Preferred
Stock, $0.01 par value per share.
The Board of Directors is authorized, subject to any limitations prescribed by
law, to provide for the issuance of the shares of Preferred Stock in one or
more series, and by filing a certificate pursuant to the applicable law of the
State of Delaware, to establish from time to time the number of shares to be
included in each such series, and to fix the designations, powers,
preferences, and rights of the shares of each such series and any
qualifications, limitations or restrictions thereof. The number of authorized
shares of Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the Common Stock, without a vote of the holders of
the Preferred Stock, or of any series thereof, unless a vote of such holders
is required pursuant to the certificate or certificates establishing the
series of Preferred Stock."
