SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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
Ramtron International Corporation
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(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 Rule 14-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
RAMTRON INTERNATIONAL CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 29, 1997
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 May 29, 1997, at 10:30 a.m., Mountain
Standard Time, at the Red Lion Hotel, 1775 East Cheyenne Mountain Boulevard,
Colorado Springs, Colorado 80906, for the following purposes, each as more
fully described in the attached Proxy Statement:
1. To elect seven 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, L.T. Womack and Michael L. Rothschild.
2. To ratify the appointment of Arthur Andersen LLP as independent auditors
of the Company for the fiscal year ending December 31, 1997.
3. 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 April 7, 1997,
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
/S/ Richard L. Mohr
-------------------
Richard L. Mohr
Secretary
Colorado Springs, Colorado
April 21, 1997
<PAGE>
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, May 29, 1997, at 10:30 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 Red Lion Hotel, 1775 East Cheyenne Mountain
Boulevard, Colorado Springs, Colorado 80906.
These proxy solicitation materials were first mailed on or about April 21,
1997 to all stockholders entitled to vote at the Annual Meeting.
Only stockholders of record at the close of business on April 7, 1997 (the
"Record Date") are entitled to notice of, and to vote at, the Annual Meeting.
At the Record Date, 36,996,742 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.
The Company's principal place of business is 1850 Ramtron Drive, Colorado
Springs, Colorado 80921.
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 $1,500 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 RECEIPT 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
December 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 May 29, 1997.
PROPOSAL 1 - ELECTION OF DIRECTORS
NOMINEES
A board of seven directors will be elected at the Annual Meeting. Unless
otherwise instructed, proxy holders will vote the proxies received by them for
the seven 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 and not for a greater
number of persons than the number of 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.
The names of the nominees, who constitute all of the current directors, and
certain information about them, are set forth below:
<TABLE>
<CAPTION>
Name Age Position(s) with the Company
- ---- --- ----------------------------
<S> <C> <C>
L. David Sikes 55 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 67 Director
Michael L. Rothschild 44 Director
</TABLE>
<PAGE>
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
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 and Michael L. Rothschild are the Fund's and BEA's current
designees, respectively, on the Board of Directors. As of April 7, 1997,
Mr. Benton had not designated a representative to serve on the Company's Board
of Directors. In the event that Mr. Benton designates a representative to
serve on the Company's Board of Directors, after the Annual Meeting, the
designee shall be submitted to the Board of Directors for appointment 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 a designee of 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.
<PAGE>
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
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,
Credence Systems, Inc., a manufacturer of electronic test equipment, VLSI
Technology, Inc., a manufacturer of integrated circuits, and Xilinx, Inc., a
manufacturer of integrated circuits.
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. He is also a
director of Calpine, a company whose principal business is electric power
production.
<PAGE>
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.
Mr. Rothschild has been a director of the Company since October 1996 when BEA
selected him as its designee on the Company's Board of Directors. Since
January 1996, Mr. Rothschild has been the President and Chief Executive
Officer of Maxager Technology, Inc., a developer of factory management
software systems. Since August 1991, Mr. Rothschild has also been the
President of The Bionomics Institute, an economic educational foundation.
Mr. Rothschild is the author of "Bionomics: Economy as Ecosystem" (Holt,
1990). Previously, he was a consultant with The Boston Consulting Group.
Mr. Rothschild earned law and MBA degrees from Harvard University. He is also
a founding director of CyberCash, Inc., a developer of secure payment systems
for Internet commerce.
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 six meetings during 1996 and acted by
unanimous written consent four times.
The Compensation Committee, which during 1996 was comprised of
Dr. Howard and Messrs. Stathakis and Tull, met three times and acted by
unanimous written consent one time during 1996. The Compensation Committee
makes recommendations to the Board of Directors regarding salaries, bonuses,
stock option grants and other compensation and benefits for directors,
officers and employees.
The Executive Committee, which during 1996 was comprised of L. David Sikes,
William G. Howard and George J. Stathakis, did not meet during 1996. 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 1996 was comprised of Mr. Tull and
Mr. Womack, met two times during 1996. The Audit Committee is currently
comprised of Messrs. Tull and Womack. The Audit Committee recommends the
engagement of independent auditors, reviews the scope of audits proposed by
the independent auditor, reviews results of audit engagements and generally
performs functions related to financial matters of the Company.
The Company does not have a nominating committee or any committee performing
the functions thereof.
<PAGE>
In 1996, Mr. Jones attended fewer than 75% of the total number of Board of
Directors meetings, due to other business engagements on behalf of the
Company.
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. 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. Directors
are also reimbursed for reasonable expenses for attending Board of Directors'
meetings. 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 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, plus
travel expenses for travel at the Company's request. Pursuant to the terms of
such consulting agreement, the Company has options to extend the term of the
agreement for six additional periods of six months each. In December 1996,
the Company exercised a six month extension to such agreement to perform
consulting services for the Company through June 30, 1997.
During 1996, the Company paid to Mr. Stathakis $77,000 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 during 1996.
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.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company, and certain information about them, are
as follows:
<TABLE>
<CAPTION>
Name Age Position(s)
- ---- --- -----------
<S> <C> <C>
L. David Sikes 55 Chairman of the Board and Chief Executive Officer
Greg B. Jones 49 Director, President and Chief Operating Officer
Elliott M. Philofsky 55 Sr. Vice President and Chief Technical Officer
Richard L. Mohr 37 Executive Vice President and Chief Financial
Officer
Donald G. Carrigan 49 Vice President of Sales and Marketing
</TABLE>
Officers are appointed by and serve at the discretion of the Board of
Directors. Each officer was appointed for a term ending upon his death,
resignation, removal or appointment and qualification of a successor. For
information concerning Mr. Sikes and Mr. Jones, see "Nominees" above.
<PAGE>
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 26 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 14 years of
professional finance experience including 10 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. Carrigan joined the Company in November 1989 as Sales Manager and in July
1990 was named Director of Marketing and Sales and held that position
until October 1992, when he became Vice President of Sales. In January 1997,
Mr. Carrigan was named Vice President of Sales and Marketing. Mr. Carrigan
has over 24 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 OF
PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 15, 1997 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 10; 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>
National Electrical Benefit Fund 12,534,661(2) 30.3%
1125 15th Street, N.W., Room 912
Washington, D.C. 20005
Oren L. Benton, Debtor-in-Possession 9,634,859(3) 24.1
Three Park Central, Suite 900
1515 Arapahoe Street
Denver, Colorado 80202
BEA Associates, Inc. 6,162,342(4) 16.7
One Citicorp Center
153 East 53rd Street
New York, New York 10022
George J. Stathakis 275,500(5) *
L. David Sikes 171,250(6) *
Elliott M. Philofsky 79,814(7) *
Richard L. Mohr 48,802(8) *
Greg B. Jones 39,621(9) *
L.T. Womack 23,845(10) *
William G. Howard 10,000(11) *
William G. Tull 0 *
Michael L. Rothschild 0 *
Dennis R. Wilson(12) 0 *
All current directors and executive
officers as a group (10 persons) 700,298(13) 1.9
- ---------------
<FN>
* Less than one percent
<PAGE>
(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.
(2) 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; (iii) approximately 307,777 shares issuable as of March 15, 1997
upon conversion of a convertible promissory note dated August 31, 1995 made by
the Company in favor of the Fund; and (iv) 5,000 shares issuable to the Fund
pursuant to options which are exercisable or become exercisable within 60 days
after March 15, 1997. Jack F. Moore and John M. Grau, as trustees of the
Fund, share voting and dispositive powers as to such shares.
(3) 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; and (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").
(4) In an Amendment No. 2 to Schedule 13G dated February 11, 1997, 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, 1,370,310, 1,320,000, 800,000, 200,000, 200,000, 49,852, 29,912,
25,000 and 24,926 shares are owned by C.I. Global Equity RSP Fund,
Empire Partners, L.P., C.I. Global Fund, C.I. American Fund, C.I.
International Balanced Fund, C.I. International Balanced RSP Fund, Robert P.
Quinn, Essex Associates, Chanin & Company and JES Enterprises, respectively.
(5) Includes: (i) 5,500 shares of Common Stock owned directly; and (ii)
270,000 shares issuable to Mr. Stathakis pursuant to options which are
exercisable or become exercisable within 60 days after March 15, 1997.
(6) Such shares are issuable to Mr. Sikes pursuant to options which are
exercisable or become exercisable within 60 days after March 15, 1997.
(7) Includes: (i) 14,314 shares of Common Stock owned directly; and (ii)
65,500 shares issuable to Dr. Philofsky pursuant to options which are
exercisable or become exercisable within 60 days after March 15, 1997.
(8) Includes: (i) 6,890 shares of Common Stock owned directly; and (ii)
41,912 shares issuable to Mr. Mohr pursuant to options which are exercisable
or become exercisable within 60 days after March 15, 1997.
(9) Includes: (i) 8,371 shares of Common Stock owned directly; and (ii)
31,250 shares issuable to Mr. Jones pursuant to options which are exercisable
or become exercisable within 60 days after March 15, 1997.
(10) 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 March 15, 1997.
(11) Such shares of Common Stock are issuable to Dr. Howard pursuant to
options which are exercisable or become exercisable within 60 days after
March 15, 1997.
<PAGE>
(12) Mr. Wilson became Vice President of FRAM Business in March 1995 and
resigned from such position in February 1997. Mr. Wilson was employed by the
Company in various non-executive officer positions from May 1987 until March
1995.
(13) Includes 639,037 shares of Common Stock issuable to current officers and
directors pursuant to options which are exercisable or become exercisable
within 60 days after March 15, 1997.
</TABLE>
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.
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. To the knowledge of the Company and based solely on a
review of the Section 16(a) reports furnished to the Company during 1996: (i)
Donald G. Carrigan, the Company's Vice President of Sales and Marketing, was
delinquent in filing one Form 3 and (ii) Michael L. Rothschild, a director of
the Company, was delinquent in filing one Form 3.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information for the three years ended
December 31, 1996 concerning compensation paid or accrued by the Company to or
on behalf of the Company's Chief Executive Officer during 1996 and each of the
four other most highly compensated executive officers of the Company whose
compensation during 1996 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) 1996 $335,005 $100,000 50,000
Chairman of the Board and 1995 273,643 50,000 258,750(2)
Chief Executive Officer
Greg B. Jones(3) 1996 167,500 105,044 145,000
President and Chief 1995 141,831 60,000 80,000(2)
Operating Officer
<PAGE>
Elliott M. Philofsky 1996 152,900 101,987 46,001
Sr. Vice President 1995 145,500 50,000 53,999(2)
and Chief Technical 1994 138,900 -- 53,999(4)
Officer
Richard L. Mohr(5) 1996 131,300 98,183 137,451
Executive Vice President 1995 111,975 50,000 72,549(2)
and Chief Financial Officer
Dennis R. Wilson(6) 1996 147,100 101,724 144,394
Vice President of
FRAM Business
- ---------------
<FN>
(1) Mr. Sikes served as President and Chief Operating Officer from July 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, Jones, Philofsky
and Mohr include options to purchase 258,750, 40,000, 53,999 and 42,549
shares, respectively, which were originally granted under the Company's 1989
Nonstatutory 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
$4.15 per share.
(3) Mr. Jones joined the Company in January 1995 and became President and
Chief Operating Officer in February 1995.
(4) Amount shown for 1994 with respect to Dr. Philofsky includes options to
purchase 46,999 shares which were originally granted in 1992 under the 1989
Plan and which were subsequently amended in July 1994 to reduce the exercise
prices thereof and the number of shares subject thereto.
(5) Mr. Mohr became Executive Vice President and Chief Financial Officer in
February 1995 and was employed by the Company in various non-executive officer
positions from January 1991 until February 1995.
(6) Mr. Wilson became Vice President of FRAM Business in March 1995 and
resigned from such position in February 1997. Mr. Wilson was employed by the
Company in various non-executive officer positions from May 1987 until March
1995.
</TABLE>
<PAGE>
OPTION GRANTS IN 1996
The following table sets forth certain information concerning stock option
grants in 1996 to each of the executive officers named in the Summary
Compensation Table who received stock option grants in 1996.
<TABLE>
<CAPTION>
Individual Grants
------------------------------------------
No. of Potential Realizable
Securities % of Total Value at Assumed
Underlying Options Annual Rates of Stock
Options Granted to Exercise Price Appreciation
Granted Employees Price Expiration for Option Term(2)
Name (#) in 1996(1) ($/Share) Date 5%($) 10%($)
- ---- ---------- ---------- --------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
L. David Sikes
50,000(3) 1.9% $6.50 04/18/06 $137,099 $432,701
Greg B. Jones
45,000(3) 1.7 6.50 01/15/06 116,600 380,904
100,000(4) 3.7 6.89 09/10/06 424,657 1,106,198
Elliott M. Philofsky
46,001(3) 1.7 6.50 01/15/06 120,748 391,264
Richard L. Mohr
37,451(3) 1.4 6.50 01/15/06 85,801 302,703
100,000(4) 3.7 6.89 09/10/06 424,657 1,106,198
Dennis R. Wilson
44,394(3) 1.6 6.50 01/15/06 114,183 374,627
100,000(4) 3.7 6.89 09/10/06 424,657 1,106,198
- ---------------
<FN>
(1) The Company granted options to purchase an aggregate of 2,700,917 shares
to employees in 1996.
(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 1995 Stock Option Plan
(the "1995 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 is equal to the reported closing price of the
Company's Common Stock on The Nasdaq Stock Market on the date of grant.
<PAGE>
(4) Such options were granted under the 1995 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 is 95% of the
reported closing price of the Company's Common Stock on The Nasdaq Stock
Market on the date of grant.
</TABLE>
AGGREGATED OPTIONS EXERCISED IN 1996 AND OPTION VALUES AT DECEMBER 31, 1996
The following table sets forth the aggregate number of options held as of the
end of 1996 by the executive officers named in the Summary Compensation Table.
None of the executive officers named in the Summary Compensation Table
exercised options during 1996.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options
at 12/31/96(#) at 12/31/96($)*
------------------------------ --------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
L. David Sikes 108,750 200,000 $293,688 $277,500
Greg B. Jones 10,000 175,000 18,500 55,500
Elliott M. Philofsky 53,999 46,001 99,898 0
Richard L. Mohr 27,549 152,451 50,966 14,998
Dennis R. Wilson 42,107 144,394 112,355 0
- ---------------
<FN>
* Represents the difference between the closing price of the Company's Common
Stock on December 31, 1996 as reported on The Nasdaq Stock Market (i.e., $6.00
per share) and the exercise price of such options.
</TABLE>
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
AGREEMENTS
SIKES EMPLOYMENT AGREEMENT. In March 1995, the Company entered into a three-
year employment agreement, effective on April 1, 1995, with Mr. Sikes in
connection with his becoming the Company's Chief Executive Officer and
Chairman of the Board. Mr. Sikes received an annual salary of $335,000 under
such employment agreement in 1996. The agreement 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.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Company's Compensation Committee during 1996 were George J.
Stathakis, William G. Tull and William G. Howard. There were no executive
officers or employees of the Company that were members of the Company's
Compensation Committee during 1996.
<PAGE>
TRANSACTIONS INVOLVING GEORGE J. STATHAKIS. 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. Pursuant to the terms of such
consulting agreement, the Company has options to extend the term of the
agreement for six additional periods of six months each. In December 1996,
the Company exercised a six month extension to such agreement to perform
consulting services for the Company through June 30, 1997.
During 1996, the Company paid to Mr. Stathakis $77,000 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 during 1996.
The following Board of Directors Report on Executive Compensation and the
Performance Graph on page 16 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 1996, 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, the 1989 Nonstatutory Stock Option Plan and
the 1995 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.
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 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 Mr. Sikes, the Company's Chairman and
Chief Executive Officer, by approximately 6% in 1996 to $335,000.
<PAGE>
The Board also increased the base salaries of its other executive officers in
1996 by an average of approximately 12% over 1995 base salary levels in
recognition of such officers' performance and contributions made in 1995.
Such salary increases made to executive officers (and other key personnel)
were also pursuant to a salary survey conducted at the request of the
Company's Compensation Committee in an attempt to make the base salaries of
these individuals competitive with similar types of positions in the industry
or comparable industries in which the Company competes and does business.
BONUSES. The Board approved a one-time cash bonus to Mr. Sikes, the
Company's Chairman and Chief Executive Officer, of $100,000 during 1996 in
recognition of Mr. Sikes' 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. The executive officers of the Company received bonuses pursuant to
the Company's Incentive Program. See "Summary Compensation Table" above.
The Incentive Program was adopted by the Company's Board of Directors in May
1995 and the Company's stockholders approved such program in December 1995.
The purpose of the Incentive Program was to retain and motivate employees of
the Company in order to ensure the growth and success of the Company. The
Incentive Program called for the award of bonuses payable in cash or the
Company's Common Stock in December 1996 to eligible employees of the Company.
Mr. Sikes, the Company's Chairman and Chief Executive Officer was not eligible
to receive a bonus pursuant to the Incentive Program. Under the Incentive
Program, on October 25, 1996, the Company would establish an employee bonus
pool which totaled $1,502,769. On December 2, 1996, the Company would
distribute to eligible employees of the Company all of the funds in the bonus
pool. Employees eligible to receive a distribution (69 employees) could elect
to receive their distribution either in cash or in Common Stock of the
Company. If an employee elected to receive his or her distribution in Common
Stock, the number of shares distributed to the employee would be equal to the
total cash value of the employee's distribution divided by $3.50, which amount
approximated the last reported sale price for the Company's Common Stock as
reported on The Nasdaq Stock Market on April 26, 1995. On December 2, 1996,
all employees eligible to receive a distribution pursuant to the Incentive
Program, including all executive officers of the Company, elected to receive
their distribution in Common Stock of the Company. The Incentive Program
terminated on December 2, 1996 after the distribution thereunder had been
made.
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.
<PAGE>
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 1996, options to
purchase an aggregate of 522,846 shares of Common Stock were granted to all
executive officers as a group and represented approximately 19% of all options
granted to the Company's employees in 1996. Information concerning
options granted during 1996 to executive officers is provided in the table
entitled "Option Grants in 1996" 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. Although L. David
Sikes, the Company's Chief Executive Officer, is a member of the Company's
Board of Directors, he did not participate in any discussions or decisions of
the Board regarding the setting of his compensation for 1996. During 1996,
Mr. Sikes' compensation consisted of base salary at the annual rate of
approximately $335,000, a cash bonus of $100,000, and the granting of
new stock options to purchase 50,000 shares of the Company's Common Stock.
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 regulation under Section 162(m), it
appears that the compensation to be paid to the Company's executive officers
for 1997 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
Michael L. Rothschild
<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, 1992 and ending December 31, 1996. Because the
Company's Common Stock has been quoted on The Nasdaq Stock Market only since
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, 1992 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. 30, Dec. 29, Dec. 31,
1992 1992 1993 1994 1995 1996
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Ramtron
International
Corporation $100 $ 70.00 $ 56.29 $ 35.71 $ 46.43 $ 42.86
S&P Electronics
(Semiconductors)
Index 100 163.48 251.82 294.37 399.79 719.89
S&P 500 Composite
Index 100 107.64 118.50 120.06 165.18 203.11
</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, 1996.
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 1996,
the Company was obligated to pay to the Fund approximately $60,000 in payment
of such fees and expenses, of which no payments were made during 1996.
In April 1996, the Company granted to the Fund options to purchase 20,000
shares of the Company's common stock at the fair market value at the date of
such grant. The grant of these options to the Fund was in lieu of Mr. Tull,
the Fund's board representative, receiving these options in recognition of the
services he has performed on the Company's behalf.
PROPOSAL 2 - 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, 1997. 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.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
RATIFICATION OF APPOINTMENT OF THE INDEPENDENT AUDITORS NAMED ABOVE.
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.
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1996 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL
BE PROVIDED TO STOCKHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO THE
CORPORATE SECRETARY, RAMTRON INTERNATIONAL CORPORATION, 1850 RAMTRON
DRIVE, COLORADO SPRINGS, COLORADO 80921.
<PAGE>
PROXY PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
RAMTRON INTERNATIONAL CORPORATION
1997 Annual Meeting of Stockholders
The undersigned stockholder(s) 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
April 21, 1997, 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
May 29, 1997, at 10:30 a.m., Mountain Standard Time, at the Red Lion Hotel,
1775 East Cheyenne Mountain Boulevard, 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 AND 2 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; Michael L. Rothschild
FOR WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
( ) ( )
FOR, except vote withheld from the following nominee(s):
( )------------------------------------------------------------------
List Nominees(s)
<PAGE>
2. 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, 1997, as described in the
Proxy Statement.
FOR AGAINST ABSTAIN
( ) ( ) ( )
3. 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 attorney-in-fact hereunder.
Dated
--------------------- 1997
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
/S/ Richard L. Mohr
-------------------
Richard L. Mohr
Secretary
Colorado Springs, Colorado
April 21, 1997
