<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
ATMEL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
[ATMEL LOGO]
ATMEL CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 29, 1998
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of ATMEL
CORPORATION, a California corporation (the "Company"), will be held on
Wednesday, April 29, 1998 at 2:00 p.m., local time, at Atmel Corporation, 2325
Orchard Parkway, San Jose, California 95131, for the following purposes:
1. To elect five (5) directors to serve for the ensuing year and
until their successors are elected.
2. To ratify the appointment of Coopers & Lybrand L.L.P. as
independent accountants of the Company for the year ending
December 31, 1998.
3. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only shareholders of record at the close of business on March 6, 1998
are entitled to notice of and to vote at the meeting and any adjournment
thereof.
All shareholders are cordially invited to attend the meeting. However,
to assure your representation at the meeting, you are urged to mark, sign, date
and return the enclosed proxy as promptly as possible in the postage-prepaid
envelope enclosed for that purpose. Any shareholder attending the meeting may
vote in person even if such shareholder has returned a proxy.
FOR THE BOARD OF DIRECTORS
Mark A. Bertelsen
Secretary
San Jose, California
March 23, 1998
<PAGE> 3
ATMEL CORPORATION
PROXY STATEMENT
-------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of
ATMEL CORPORATION (the "Company") for use at the Annual Meeting of Shareholders
to be held on Wednesday, April 29, 1998, at 2:00 p.m., local time, or at any
adjournment thereof, for the purposes set forth herein and in the accompanying
Notice of Annual Meeting of Shareholders. The Annual Meeting will be held at
Atmel Corporation, 2325 Orchard Parkway, San Jose, California 95131. When
proxies are properly dated, executed, and returned, the shares they represent
will be voted at the meeting in accordance with the instructions of the
shareholder. If no specific instructions are given, the shares will be voted for
the election of the nominees for directors set forth herein, for ratification of
the appointment of Coopers & Lybrand L.L.P. as the Company's accountants for
1998 and, at the discretion of the proxy holders, upon such other business as
may properly come before the meeting or any adjournment or postponement thereof.
These proxy solicitation materials and the Annual Report to Shareholders
for the year ended December 31, 1997, including financial statements, were first
mailed on or about March 23, 1998, to all shareholders entitled to vote at the
meeting.
RECORD DATE AND VOTING SECURITIES
Shareholders of record at the close of business on March 6, 1998, are
entitled to notice of and to vote at the meeting. At the record date, 99,160,463
shares of the Company's Common Stock, no par value, were issued and outstanding.
No shares of the Company's Preferred Stock were outstanding.
REVOCABILITY OF PROXIES
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 Company
(Attention: Investor Relations, 2325 Orchard Parkway, San Jose, California
95131) a written notice of revocation or a duly executed proxy bearing a later
date or by attending the meeting and voting in person.
VOTING AND SOLICITATION
Each shareholder voting for the election of directors may cumulate such
shareholder's votes and give one candidate a number of votes equal to the number
of directors to be elected (five) multiplied by the number of shares held by
such shareholder, or may distribute such shareholder's votes on the same
principle among as many candidates as the shareholder may select provided that
votes cannot be cast for more than five candidates. However, no shareholder
shall be entitled to cumulate votes for any candidate unless the candidate's
name has been placed in nomination prior to the voting and the shareholder, or
any other shareholder, has given notice at the meeting prior to the voting of
the intention to cumulate the shareholder's votes. An affirmative vote of a
majority of the shares present and voting at the meeting is required for
approval of all other items being submitted to the shareholders for their
consideration. In the event that cumulative voting is invoked, the proxy holders
will have the discretionary authority to vote all proxies received by them in
such a manner as to ensure the election of as many of the Board of Directors'
nominees as possible. See "Proposal 1-- Election of Directors."
The Company will bear the entire cost of proxy solicitation, including
preparation, assembly, printing and mailing of this proxy statement, the proxy,
and any additional materials furnished to shareholders. Copies of proxy
solicitation material will be furnished to brokerage houses, fiduciaries, and
custodians holding shares in
1
<PAGE> 4
their names which are beneficially owned by others to forward to such beneficial
owners. In addition, the Company may reimburse such persons for their cost of
forwarding the solicitation material to such beneficial owners. Solicitation of
proxies by mail may be supplemented by one or more of telephone, telegram,
facsimile, or personal solicitation by directors, officers, or regular employees
of the Company. No additional compensation will be paid for such services.
SHAREHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING
Proposals of shareholders which are intended to be presented by such
shareholders at the Company's 1999 Annual Meeting must be received by the
Company at its principal executive offices no later than November 20, 1998, in
order to be considered for inclusion in the Company's proxy statement relating
to that meeting.
PROPOSAL ONE
ELECTION OF DIRECTORS
NOMINEES
A board of five (5) directors is to be elected at the meeting. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for the five (5) nominees named below, all of whom are presently directors of
the Company. In the event that any such nominee 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 in such
a manner (in accordance with cumulative voting) as will assure the election of
as many of the nominees listed below as possible and, in such event, the
specific nominees to be voted for will be determined by the proxy holders. The
Company is not aware of any nominee who will be unable or will decline to serve
as a director. The term of office for each person elected as a director will
continue until the next Annual Meeting of Shareholders or until his successor
has been elected and qualified.
The names of the nominees and certain information about them are set
forth below:
<TABLE>
<CAPTION>
DIRECTOR
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION SINCE
- --------------- --- -------------------- --------
<S> <C> <C> <C>
George Perlegos 48 President, Chief Executive 1984
Officer and Chairman of the
Board of the Company
Gust Perlegos 50 Executive Vice President, 1985
General Manager of the Company
Tsung-Ching Wu 47 Executive Vice President, 1985
Technology of the Company
Norm Hall 44 Managing Partner, Alliant 1992
Partners
T. Peter Thomas 51 General Partner, Institutional 1987
Venture Partners
</TABLE>
George Perlegos has served as President, Chief Executive Officer and
Chairman of the Board of the Company from its inception in 1984. George Perlegos
holds degrees in electrical engineering from San Jose State University (B.S.)
and Stanford University (M.S.).
Gust Perlegos has served as Vice President, General Manager and a
director of the Company since January 1985 and as Executive Vice President since
January 1996. Gust Perlegos holds degrees in electrical
2
<PAGE> 5
engineering from San Jose State University (B.S.), Stanford University (M.S.)
and Santa Clara University (Ph.D.). Gust Perlegos is a brother of George
Perlegos.
Tsung-Ching Wu has served as a director of the Company since January
1985, as Vice President, Technology since January 1986 and as Executive Vice
President since January 1996. Mr. Wu holds degrees in electrical engineering
from the National Taiwan University (B.S.), the State University of New York at
Stony Brook (M.S.) and the University of Pennsylvania (Ph.D.).
Norm Hall has served as a director of the Company since August 1992. He
is currently Managing Partner of Alliant Partners, an investment banking firm,
which position he has held since 1990. From 1988 to 1990, he worked for Berkeley
International Capital Corporation, a venture capital firm. Prior to 1988, Mr.
Hall worked at Intel Corporation. Mr. Hall also serves as a director of
Electronic Designs, Inc.
T. Peter Thomas has served as a director of the Company since December
1987. Mr. Thomas is a general partner of Institutional Venture Management. Mr.
Thomas has held this position since November 1985. Mr. Thomas also serves as a
director of Adaptive Solutions, Inc. and Telcom Semiconductor, Inc.
VOTE REQUIRED AND RECOMMENDATION OF THE BOARD OF DIRECTORS
The five (5) nominees receiving the highest number of affirmative votes
of the shares present or represented and entitled to be voted for them shall be
elected as directors. Votes withheld will be counted for purposes of determining
the presence or absence of a quorum for the transaction of business at the
meeting, but have no other legal effect upon election of directors under
California law.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING "FOR" THE
NOMINEES SET FORTH HEREIN.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of eleven (11)
meetings during 1997. Each director attended an average of 89% of the meetings
of the Board of Directors and meetings of the committees, if any, upon which
such director served. The Board of Directors has an Audit Committee and a
Compensation Committee. The Board of Directors has no nominating committee nor
any committee performing similar functions.
The Compensation Committee currently consists of directors Hall and
Thomas, and met once during 1998. This Committee reviews and approves the
Company's executive compensation policies, including the salaries and target
bonuses of the Company's executive officers, and administers the Company's
incentive stock plans.
The Audit Committee currently consists of directors Hall and Thomas, and
met twice during 1998. The Audit Committee recommends engagement of the
Company's independent accountants, and is primarily responsible for approving
the services performed by the Company's independent accountants and for
reviewing and evaluating the Company's accounting principles and its system of
internal accounting controls.
3
<PAGE> 6
DIRECTOR COMPENSATION
Directors are not compensated for service on the Board of Directors or
any Committee thereof.
SECURITY OWNERSHIP
The following table sets forth certain information known to the Company
with respect to beneficial ownership of the Company's Common Stock as of
December 31, 1997 by (i) each beneficial owner of more than 5% of the Company's
Common Stock, (ii) the Company's Chief Executive Officer and each of the four
other most highly compensated executive officers (collectively, the "Named
Officers"), (iii) each director and (iv) all directors and executive officers as
a group. The information on beneficial ownership in the table and the footnotes
hereto is based upon the Company's records and the most recent Schedule 13D or
13G filed by each such person or entity and information supplied to the Company
by such person or entity. Except as otherwise indicated, each person has sole
voting and investment power with respect to all shares shown as beneficially
owned, subject to community property laws where applicable.
<TABLE>
<CAPTION>
APPROXIMATE
COMMON STOCK PERCENT
BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED
- ---------------- ------------------- ------------------
<S> <C> <C>
George Perlegos (1) 8,116,025 8.14%
The Equitable Companies Incorporated (2) 5,352,966 5.33%
Gust Perlegos (3) 3,703,483 3.71%
Tsung-Ching Wu (4) 2,303,996 2.31%
Kris Chellam (5) 312,345 *
Jack Peckham (6) 274,368 *
Norm Hall (7) 32,000 *
T. Peter Thomas (8) 259,308 *
All directors and executive officers as a 15,717,001 15.76%
group (9 persons) (9)
</TABLE>
- -------------------
* Less than one percent of the outstanding Common Stock.
(1) The address for George Perlegos is 2325 Orchard Parkway, San Jose,
California 95131.
(2) Beneficial ownership information is taken solely from the Schedule 13G
dated February 13, 1998. Represents 5,132,166 shares held of record by
Alliance Capital Management L.P. ("Alliance"), 220,500 shares held of
record by The Equitable Life Assurance Society of the United States
("Equitable Life") and 300 shares held of record by AXA Sun Life &
Provincial Holdings (U.K.) ("Sun Life"). Each of Alliance and Equitable
Life is a direct or indirect subsidiary of The Equitable Companies
Incorporated ("Equitable Companies"). Each of Sun Life and Equitable
Companies is a subsidiary of AXA-UAP ("AXA"). Alpha Assurances Vie
Mutuelle, AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle
and AXA Courtage Assurance Mutuelle, as a group, control AXA-UAP. The
address for Equitable Companies is 1290 Avenue of the Americas, New
York, New York 10104. The address for AXA is 9, place Vendome, 75001
Paris France.
(3) Includes 73,173 issuable under stock options exercisable within 60 days
of December 31, 1997.
(4) Includes 66,008 issuable under stock options exercisable within 60 days
of December 31, 1997.
(5) Includes 186,000 issuable under stock options exercisable within 60 days
of December 31, 1997.
(6) Includes 18,329 issuable under stock options exercisable within 60 days
of December 31, 1997.
(7) Includes 32,000 issuable under stock options exercisable within 60 days
of December 31, 1997.
(8) Includes (i) 250,000 held by Institutional Venture Partners, (ii) 2,100
held by Mr. Thomas' wife in a rollover IRA, (iii) 2,000 held by Mr.
Thomas individually, and (iv) 5,208 issuable under stock options to Mr.
Thomas and exercisable within 60 days of December 31, 1997.
(9) Includes 520,380 issuable under stock options exercisable within 60 days
of December 31, 1997.
4
<PAGE> 7
EXECUTIVE COMPENSATION
The following table sets forth all compensation received for services
rendered to the Company in all capacities, for the three years ended December
31, 1997, by the Named Officers:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION NUMBER OF SHARES
--------------------- UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS
---- --------- -------- -------
<S> <C> <C> <C> <C>
George Perlegos 1997 300,630 130,881
President and Chief Executive 1996 276,419 195,900
Officer 1995 241,614 161,924
Gust Perlegos 1997 262,330 114,209 40,000
Executive Vice President, 1996 240,825 172,240
General Manager 1995 209,250 141,212 80,000
Tsung-Ching Wu 1997 235,000 102,310 40,000
Executive Vice President, 1996 215,826 155,340
Technology 1995 187,786 128,700 80,000
Kris Chellam 1997 218,640 95,186 40,000
Vice President, Finance and 1996 200,005 145,200
Administration and 1995 171,708 121,544 20,000
Chief Financial Officer
Jack Peckham 1997 210,228 91,527 20,000
Vice President, General 1996 194,610 135,028
Manager ASIC Operations 1995 174,752 108,664 20,000
</TABLE>
OPTION GRANTS
The following table sets forth certain information with respect to stock
options granted to each of the Named Officers during the year ended December 31,
1997. In accordance with the rules of the Securities and Exchange Commission,
also shown below is the potential realizable value over the term of the option
(the period from the grant date to the expiration date) based on assumed rates
of stock appreciation of 5% and 10%, compounded annually. These amounts are
based on certain assumed rates of appreciation and do not represent the
Company's estimate of future stock price. Actual gains, if any, on stock option
exercises are dependent on the future performance of the Common Stock.
5
<PAGE> 8
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
----------------------------------------------- VALUE AT ASSUMED
% OF TOTAL ANNUAL RATES OF
NUMBER OF OPTIONS STOCK PRICE
SHARES GRANTED TO APPRECIATION FOR
UNDERLYING EMPLOYEES EXERCISE OPTION TERM
OPTIONS IN FISCAL PRICE PER EXPIRATION ---------------------
NAME GRANTED YEAR SHARE DATE 5% 10%
---- ------ ---- ------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
George Perlegos -- -- -- -- -- --
Gust Perlegos 40,000 2.91% $24.375 4/11/07 $613,172 $1,553,899
Tsung-Ching Wu 40,000 2.91% 24.375 4/11/07 613,172 1,553,899
Kris Chellam 40,000 2.91% 24.375 4/11/07 613,172 1,553,899
Jack Peckham 20,000 1.45% 24.375 4/11/07 306,586 776,949
</TABLE>
OPTION EXERCISES AND HOLDINGS
The following table provides information with respect to option
exercises in 1997 by the Named Officers and the value of such officers'
unexercised options at December 31, 1997.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES FISCAL YEAR-END FISCAL YEAR-END(2)
ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
George Perlegos -- -- -- -- -- --
Gust Perlegos -- -- 69,841 83,336 $590,575 $136,790
Tsung-Ching Wu 40,000 $1,145,000 62,674 83,326 487,886 136,759
Kris Chellam 25,000 714,050 183,332 62,668 2,665,567 88,224
Jack Peckham 21,671 310,827 14,997 43,332 141,054 94,469
</TABLE>
- ----------------
(1) Market value of underlying securities on date of exercise, minus the
exercise price.
(2) Market value of unexercised options is based on the last reported sales
price of the Company's Common Stock on the Nasdaq National Market of
$18.563 per share on December 31, 1997 (the last trading day for fiscal
1997), minus the exercise price.
6
<PAGE> 9
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors generally reviews
and approves the Company's executive compensation policies, including the base
salary levels and target incentives for executive officers of the Company at the
beginning of each year, and approves the performance objectives of the Company's
officers in their areas of responsibility. The Compensation Committee also
administers the Company's stock plans, including its 1996 Stock Plan and the
1991 Employee Stock Purchase Plan. No member of the Compensation Committee is a
former or current officer or employee of the Company or any of its subsidiaries.
Meetings of the Compensation Committee are also attended by George Perlegos, the
Company's President and Chief Executive Officer, and Kris Chellam, the Company's
Chief Financial Officer, who provide background and market information and make
recommendations to the Compensation Committee on salary levels, officer
performance objectives and corporate financial goals. However, such individuals
are not entitled to vote on any actions taken by the Compensation Committee.
COMPENSATION POLICIES
The Company's policy is that a substantial portion of each officer's
annual compensation should be based upon the Company's financial performance.
The Compensation Committee establishes the salary of each officer primarily by
considering the salaries of officers in similar positions with ten
comparably-sized companies in the semiconductor industry (the "Benchmark
Group"). Such group is subject to change from year to year based on management's
assessment of comparability. In setting base compensation, the Company strives
to achieve compensation levels for each officer within 25% of the average
salaries paid by the Benchmark Group. The Compensation Committee further adjusts
the salaries of the Company's officers based on the Company's financial
performance during the past year and on each officer's performance against the
objectives related to his area of responsibility, which objectives were
established at the beginning of the prior year. The base salary increases for
the Company's executive officers in 1998 set forth in the Summary Compensation
Table reflect the analysis by management and the Compensation Committee of the
salary levels paid by members of Benchmark Group and the Company's performance
in 1997.
Under the Company's executive bonus plan, executive officers may receive
a substantial percentage of their base salary in bonus payments, based on
quarterly financial performance by the Company compared to pre-tax income
targets established by the Board of Directors at the beginning of the year in
connection with the adoption of the Company's operating plan.
The Compensation Committee considers granting stock options to executive
officers based upon a number of factors, including such officer's
responsibilities and relative position in the Company, any changes in such
officer's responsibility and position, and such officer's equity interest in the
Company in the form of stock and options held by such individual, and the extent
to which existing options remain unvested. All options are granted at the
current market price of the Company's Common Stock on the date of grant and
options generally vest over four years.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
The Compensation Committee uses the same factors and criteria described
above for compensation decisions regarding the Chief Executive Officer. In
particular, in 1997, Mr. Perlegos' compensation was well below the average
compensation of chief executive officers in the Benchmark Group. Mr. Perlegos'
bonus for 1997 was also determined under the Company's executive bonus plan.
T. Peter Thomas, Norm Hall,
Member, Compensation Committee Member, Compensation Committee
7
<PAGE> 10
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of directors Hall and Thomas. During
1997, the Company paid Alliant Partners approximately $60,000, in consideration
for services rendered in advising the Company regarding financing, mergers and
acquisitions. Mr. Hall, a director of the Company and member of the Compensation
Committee, is Managing Partner of Alliant Partners.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file
reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with the
Securities Exchange Commission (the "SEC"). Such officers, directors and 10%
shareholders are also required by the Securities and Exchange Commission rules
to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of copies of such forms received by it, or
written representations from certain reporting persons that no filings were
required for such persons, the Company believes that, during the year ended
December 31, 1997, all Section 16(a) filing requirements applicable to its
executive officers and directors were complied with.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected Coopers & Lybrand L.L.P.,
independent accountants, to audit the consolidated financial statements of the
Company for the year ending December 31, 1998. Coopers & Lybrand L.L.P. has
audited the Company's financial statements since the year ended 1985.
Representatives of Coopers & Lybrand L.L.P. are expected to be present
at the Annual Meeting of Shareholders and will have an opportunity to make a
statement if they so desire. The Representatives are also expected to be
available to respond to appropriate questions from the shareholders.
The Board of Directors recommends a vote "FOR" ratification of the
appointment of Coopers & Lybrand L.L.P. as independent accountants for the year
ending December 31, 1998. In the event of a negative vote on such ratification,
the Board of Directors will reconsider its selection.
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting. If
any other matters properly come before the meeting or any adjournment or
postponement thereof, it is the intention of the persons named in the enclosed
form of Proxy to vote the shares they represent as the Board of Directors may
recommend.
THE BOARD OF DIRECTORS
Dated: March 23, 1998
8
<PAGE> 11
PERFORMANCE GRAPH
The following graph shows a comparison of cumulative total shareholder
return, calculated on a dividend reinvested basis, for Atmel Corporation,
Technology - 500 and the S&P 500 Index. The graph assumes that $100 was invested
in the Company's Common Stock, Technology - 500 and the S&P 500 Index from the
date of December 31, 1992 through the 1997 year end. Historic stock price
performance is not necessarily indicative of future stock price performance.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ATMEL CORPORATION $100 $211 $409 $547 $809 $453
- ---------------------------------------------------------------------------------
TECHNOLOGY - 500 $100 $123 $143 $207 $293 $369
- ---------------------------------------------------------------------------------
S&P 500 INDEX $100 $110 $112 $153 $189 $252
- ---------------------------------------------------------------------------------
</TABLE>
9
<PAGE> 12
[LOGO]
<PAGE> 13
ATMEL CORPORATION
1998 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 29, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of ATMEL CORPORATION, a California corporation,
hereby acknowledges receipt of the Annual Report to Shareholders, and receipt of
the Notice of Annual Meeting of Shareholders and Proxy Statement, each dated
March 23, 1998, and hereby appoints George Perlegos and Kris Chellam, 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 1998 Annual Meeting of Shareholders of ATMEL CORPORATION to be held on April
29, 1998 at 2:00 p.m., local time, at Atmel Corporation, 2325 Orchard Parkway,
San Jose, California 95131 and at any adjournment thereof, and to vote all
shares of Common Stock which the undersigned would be entitled to vote if then
and there personally present, on the matters set forth on the reverse side.
THIS PROXY WILL BE VOTED AS DIRECTED OR IF NO CONTRARY DIRECTION IS
INDICATED WILL BE VOTED FOR THE ELECTION OF THE SPECIFIED NOMINEES AS DIRECTORS,
FOR THE RATIFICATION OF THE APPOINTMENT OF COOPERS & LYBRAND L.L.P., AS
INDEPENDENT ACCOUNTANTS, AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE> 14
[ ] PLAN TO ATTEND
----------------------------- THE MEETING
ACCOUNT NUMBER [ ]
PLEASE MARK YOUR CHOICE
----------------------------- LIKE THIS o IN BLUE OR
COMMON BLACK INK
Proposal 1 - Election of directors
Nominees: George Perlegos, Gust Perlegos, Tsung-Ching Wu,
Norm Hall and T. Peter Thomas
FOR WITHHELD
[ ] [ ] [ ]
--------------------------------------
FOR all nominees except as noted above.
Proposal 2 - Proposal to ratify the appointment of Coopers & Lybrand L.L.P. as
the independent accountants of the Company for 1998.
FOR WITHHELD ABSTAIN
[ ] [ ] [ ]
In their discretion upon such other matter or matters which may properly come
before the meeting and any adjournment or postponement thereof.
(This proxy should be marked dated and signed by the shareholder(s) exactly as
such shareholder's 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.)
Signature:
-------------------------------------
Date:
------------------------------------------
Signature:
-------------------------------------
Date: ------------------------------------------
[ ] Mark here for address change and note at left.
