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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q/A
(AMENDMENT NO. 1)
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from_______________________ to ______________________
Commission file number 0-26482
TRIKON TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
California 95-4054321
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(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
Ringland Way, Newport, South Wales NP62TA, United Kingdom
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 441-633-414-000
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Not Applicable
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Former name, former address and former fiscal year, if changed since last report
Indicate by check whether the registrant (1) has filed all reports required to
be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No _____
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As of November 9, 1998, the total number of outstanding shares of the
Registrant's common stock was 94,023,835.
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TRIKON TECHNOLOGIES, INC.
INDEX
PAGE
NUMBER
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PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders........... 3
SIGNATURE PAGE.......................................................... 4
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TRIKON TECHNOLOGIES, INC.
The Registrant hereby amends Part II of its Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998, to provide the information required by
Item 4, thereto.
PART II
OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On July 28, 1998, the Company held its 1998 Annual Meeting of Shareholders
(the "Annual Meeting"). The following proposals were submitted to the holders of
common stock at the Annual Meeting for them to:
1. Elect each of Richard M. Conn, Christopher D. Dobson, Thomas C. McKee
and Nigel Wheeler as a director of the Company to serve from such time through
the following year until their respective successor is duly elected and
qualified. All the above were elected with 37,680,699 shares voted in favour and
333,054 shares voted against.
2. To approve an amendment to the Company's Seventh Restated Articles of
Incorporation to effectuate a two-for-three reverse stock split of all
outstanding shares of Common Stock of the Company. This proposal was passed with
37,349,409 shares voted in favour, 620,188 shares voted against and 44,156
abstained.
3. To approve an amendment to the Company's Seventh Restated Articles of
Incorporation to provide for an increase in the number of authorized shares of
Common Stock from 50,000,000 to either 73,333,333 shares if the proposed reverse
stock split in Proposal 2 above is approved by the shareholders and effected by
the Company or 110,000,000 shares if the proposed reverse stock split is not
approved by the shareholders and a decrease in the number of authorized shares
of Preferred Stock from 20,000,000 to 5,000,000 shares. This proposal received
26,323,530 shares voted in favour, 460,497 shares voted against, 43,571 shares
abstained and 11,186,155 shares were broker nonvotes.
4. To approve a series of amendments to the Company's 1991 Stock Option
Plan, including (i) an increase in the number of shares of Common Stock that may
be issued under such plan from 2,400,000 to 8,870,000 shares (without giving
effect to the proposed reverse stock split in Proposal 3 and (ii) the extension
of the term of such plan to December 31, 2003. This proposal passed with
25,461,974 shares voted in favour, 1,313,153 shares voted against, 52,471 shares
abstained and 11,186,155 shares were broker nonvotes.
5. To approve the implementation of the Company's 1998 Directors Stock
Option Plan. This proposal passed with 25,497,161 shares voted in favour,
1,272,166 shares voted against, 58,471 shares abstained and 11,185,955 shares
were broker nonvotes.
6. The ratification of Ernst & Young LLP as Independent Public
Accountants for the fiscal year ended December 31, 1998. This proposal passed
with 37,839,458 shares voted in favour, 138,514 shares voted against, 35,581
shares abstained and 200 shares were broker nonvotes.
A proposal was submitted to the holders of Series H Preferred Stock for
them to elect Lawrence D. Lenihan, Jr. and Stephen N. Wertheimer as directors to
serve until the next annual meeting of shareholders and until their successors
have been elected and qualified. The proposal was passed with 1,686,538 votes
in favour.
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TRIKON TECHNOLOGIES, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRIKON TECHNOLOGIES, INC.
Date: May 12, 1999 /s/ NIGEL WHEELER
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Nigel Wheeler
President and Director
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