<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 CORPORATION LOGO]
ATMEL CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 3, 2000
To The Stockholders:
Our Annual Meeting of Stockholders will be held on Wednesday, May 3,
2000 at 2:00 p.m., local time, at our offices located at 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 PricewaterhouseCoopers L.L.P. as
our independent accountants for the year ending December 31,
2000; and
3. To transact such other business as may properly come before the
meeting or any adjournments or postponements thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on March 3, 2000
are entitled to notice of and to vote at the meeting and any adjournments or
postponements thereof.
All stockholders are cordially invited to attend the meeting, however,
whether or not you plan to attend the meeting, please complete, sign, date and
promptly return the accompanying proxy in the enclosed postage-prepaid envelope.
You may revoke your proxy at any time prior to the meeting. If you decide to
attend the meeting and wish to change your proxy vote, you may do so
automatically by voting in person at the meeting.
FOR THE BOARD OF DIRECTORS
Mark A. Bertelsen
Secretary
San Jose, California
March 17, 2000
<PAGE> 3
ATMEL CORPORATION
PROXY STATEMENT
-------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
These proxy materials are furnished in connection with the solicitation
of proxies by our Board of Directors, for the Annual Meeting of Stockholders to
be held on Wednesday, May 3, 2000, at 2:00 p.m., local time, or at any
adjournments or postponements thereof, for the purposes set forth herein and in
the accompanying Notice of Annual Meeting of Stockholders. The meeting will be
held at our offices located at 2325 Orchard Parkway, San Jose, California 95131.
When proxies are properly executed, dated and returned, and not later revoked,
the shares they represent will be voted at the meeting in accordance with the
instructions of the stockholder. If no specific instructions are provided, the
shares will be voted as recommended by our Board of Directors. If any other
matters are properly presented for consideration at the meeting or any
adjournments or postponements thereof, the proxy holders will have discretion to
vote on these matters. We do not currently anticipate that any other matters
will be raised at the meeting.
These proxy materials and the Annual Report to Stockholders for the year
ended December 31, 1999, including financial statements, were first mailed on or
about March 17, 2000, to all stockholders entitled to vote at the meeting.
RECORD DATE AND VOTING SECURITIES
Stockholders of record at the close of business on March 3, 2000, are
entitled to notice of and to vote at the meeting. At the record date,
221,080,889 shares of our common stock were issued and outstanding, and no
shares of our 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 us (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.
EXPENSES OF SOLICITATION
We 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 stockholders. Copies of proxy
solicitation material will be furnished to brokerage houses, fiduciaries, and
custodians holding shares in their names which are beneficially owned by others
to forward to such beneficial owners. In addition, we 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 our directors,
officers, or regular employees. No additional compensation will be paid for such
services. We may engage the services of a professional proxy solicitation firm
to aid in the solicitation of proxies from certain brokers, bank nominees and
other institutional owners. Our costs for such services, if retained, will not
be material.
QUORUM; REQUIRED VOTE; ABSTENTIONS AND BROKER NON-VOTES
A majority of the shares entitled to vote, present in person or
represented by proxy, shall constitute a quorum at the meeting. If a quorum is
present, in all matters other than the election of directors, the affirmative
vote of the majority of shares present in person or represented by proxy at the
meeting and entitled to vote on the subject matter shall be required to approve
any matter presented at the meeting. Directors shall be elected by a plurality
of the votes of the shares present in person or represented by proxy. We intend
to include abstentions and broker non-votes as present or represented for
purposes of establishing a quorum for the transaction of business. We will
include abstentions in the calculation of shares
1
<PAGE> 4
entitled to vote with respect to each proposal, but we will not count broker
non-votes in the calculation of shares entitled to vote with respect to each
proposal.
STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING
Stockholders interested in submitting a proposal for inclusion in the
proxy materials for our 2001 annual meeting may do so by submitting such
proposal in writing to our offices located at 2325 Orchard Parkway, San Jose,
California 95131, Attn: Mike Ross, Vice President and General Counsel. To be
eligible for inclusion, stockholder proposals must be received by our Vice
President and General Counsel no later than November 18, 2000. If we are not
notified of a stockholder proposal by February 10, 2001, then the proxies held
by our management may provide the discretion to vote against such stockholder
proposal, even though such proposal is not discussed in the proxy statement. Our
bylaws also establish an advanced notice procedure with regard to certain
matters, including nominations of persons for election to the board of directors
and stockholder proposals not included in our proxy statement, to be brought
before an annual meeting of stockholders. Stockholder proposals, including the
nomination of a person for election to the board of directors, may not be
brought before the meeting unless, among other things: (1) the proposal contains
certain information specified in the bylaws, and (2) the proposal is received by
us not less than 120 days prior to the first anniversary of the preceeding
year's annual meeting. These requirements are separate from and in addition to
the SEC's requirements that a stockholder must meet in order to have a
stockholder proposal included in our proxy statement. A copy of the full text of
these bylaw provisions may be obtained by writing to our Vice President and
General Counsel at the address above.
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 our directors.
In the event that any such nominee is unable or declines to serve as a director
at the time of the 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 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. We are 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 stockholders 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 50 President, Chief Executive Officer and Chairman of the 1984
Board, Atmel Corporation
Gust Perlegos 52 Executive Vice President, General Manager, 1985
Atmel Corporation
Tsung-Ching Wu 49 Executive Vice President, Technology, 1985
Atmel Corporation
Norm Hall 46 Managing Partner, Alliant Partners 1992
T. Peter Thomas 53 General Partner, Institutional Venture Partners 1987
</TABLE>
George Perlegos has served as President, Chief Executive Officer and
Chairman of the Board since our inception in 1984. George Perlegos holds degrees
in electrical engineering from San Jose State University (B.S.) and Stanford
University (M.S.). George Perlegos is a brother of Gust Perlegos.
2
<PAGE> 5
Gust Perlegos has served as Vice President, General Manager and a
director since January 1985 and as Executive Vice President since January 1996.
Gust Perlegos holds degrees in electrical 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 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 Atmel 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 White
Electronic Designs, Inc.
T. Peter Thomas has served as a director of Atmel 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 Telcom Semiconductor, Inc.
VOTE REQUIRED AND RECOMMENDATION OF THE BOARD OF DIRECTORS
Directors are elected by a plurality of votes cast. Votes withheld and
broker non-votes are not counted toward a nominee's total.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING "FOR" THE NOMINEES
SET FORTH HEREIN.
BOARD MEETINGS AND COMMITTEES
Our Board of Directors held a total of eleven (11) meetings during 1999.
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 1999. This Committee reviews and approves the our
executive compensation policies, including the salaries and target bonuses of
our executive officers, and administers our incentive stock plans.
The Audit Committee currently consists of directors Hall and Thomas, and
met twice during 1999. The Audit Committee recommends the engagement of our
independent accountants, and is primarily responsible for approving the services
performed by the independent accountants and for reviewing and evaluating our
accounting principles and our internal accounting controls.
DIRECTOR COMPENSATION
Directors are not compensated for service on the Board of Directors or
any Committee thereof. Mr. Hall and Mr. Thomas each received an option to
purchase 20,000 shares of our common stock on July 16, 1999.
3
<PAGE> 6
SECURITY OWNERSHIP
The following table sets forth certain information with respect to
beneficial ownership of our common stock as of December 31, 1999 by (i) each
beneficial owner of more than 5% of our common stock, (ii) our 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 our records and the most recent
Schedule 13D or 13G filed by each such person or entity and information supplied
to us 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) 16,632,050 8.23%
Gust Perlegos (2) 7,465,308 3.69%
Tsung-Ching Wu (3) 4,626,386 2.29%
Donald Colvin (4) 97,429 *
B. Jeffrey Katz (5) 662,647 *
Mikes Sisois (6) 753,254 *
Norm Hall (7) 85,666 *
T. Peter Thomas (8) 35,283 *
All directors and executive officers as a group (8 persons) (9) 30,358,023 15.02%
</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) Includes 264,688 issuable under stock options exercisable within 60 days
of December 31, 1999.
(3) Includes 205,630 issuable under stock options exercisable within 60 days
of December 31, 1999.
(4) Includes 97,333 issuable under stock options exercisable within 60 days
of December 31, 1999.
(5) Includes 298,333 issuable under stock options exercisable within 60 days
of December 31, 1999.
(6) Includes 84,324 issuable under stock options exercisable within 60 days
of December 31, 1999.
(7) Includes 85,666 issuable under stock options exercisable within 60 days
of December 31, 1999.
(8) Includes 27,083 issuable under stock options exercisable within 60 days
of December 31, 1999.
(9) Includes 1,063,057 issuable under stock options exercisable within 60
days of December 31, 1999.
4
<PAGE> 7
EXECUTIVE COMPENSATION
The following table sets forth all compensation received for services
rendered to Atmel in all capacities, for the three years ended December 31,
1999, 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 1999 324,389 80,563 --
President and Chief Executive Officer 1998 311,905 22,952 --
1997 300,630 130,881 --
Gust Perlegos 1999 282,932 70,258 --
Executive Vice President, General 1998 272,155 20,027 --
Manager 1997 262,330 114,209 80,000
Tsung-Ching Wu 1999 257,140 64,136 --
Executive Vice President, Technology 1998 243,800 17,940 --
1997 235,000 102,310 80,000
Donald Colvin (1) 1999 214,968 53,388 60,000
Vice President, Finance and 1998 159,814 -- 136,000
Chief Financial Officer 1997 138,244 17,505 16,000
B. Jeffrey Katz 1999 199,225 49,369 10,000
Vice President of Marketing 1998 192,920 14,196 --
1997 185,920 80,938 40,000
Mikes Sisois 1999 199,225 49,369 40,000
Vice President of Planning and 1998 192,920 14,196 --
Information Systems 1997 185,920 80,938 40,000
</TABLE>
- --------------------
(1) Donald Colvin's compensation for 1997 and 1998 was paid in French
francs, and is presented in the table above in U.S. dollars based on the
exchange rate as of December 31, 1999, which was 6.518 French francs to
1.00 U.S. dollar.
5
<PAGE> 8
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,
1999. 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 our estimate
of future stock price. Actual gains, if any, on stock option exercises are
dependent on the future performance of the common stock.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
------------------------------------------------------------------ VALUE AT ASSUMED
% OF TOTAL ANNUAL RATES OF STOCK
NUMBER OF OPTIONS PRICE APPRECIATION FOR
SHARES GRANTED TO EXERCISE OPTION TERM
UNDERLYING EMPLOYEES PRICE PER EXPIRATION --------------------------
NAME OPTIONS GRANTED IN FISCAL YEAR SHARE DATE 5% 10%
---- --------------- -------------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
George Perlegos -- -- -- -- -- --
Gust Perlegos -- -- -- -- -- --
Tsung-Ching Wu -- -- -- -- -- --
Donald Colvin 20,000 .93% $ 7.344 2/12/09 $ 92,370 $234,083
40,000 1.86% 15.656 7/16/09 393,847 998,084
B. Jeffrey Katz 10,000 .47% 15.656 7/16/09 98,462 249,521
Mikes Sisois 40,000 1.86% 11.813 6/11/09 297,153 753,043
</TABLE>
OPTION EXERCISES AND HOLDINGS
The following table provides information with respect to option
exercises in 1999 by the Named Officers and the value of such officers'
unexercised options at December 31, 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SHARES UNDERLYING VALUE OF UNEXERCISED
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 -- -- 254,682 51,672 $5,780,386 $ 927,722
Tsung-Ching Wu -- -- 195,636 51,660 4,160,245 927,459
Donald Colvin -- -- 92,667 103,333 2,357,628 2,123,737
B. Jeffrey Katz -- -- 295,000 35,000 7,691,165 573,437
Mikes Sisois -- -- 79,324 40,000 1,571,349 708,125
</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 our common stock on the Nasdaq National Market of $29.563 per
share on December 31, 1999 (the last trading day for fiscal 1999), minus
the exercise price.
6
<PAGE> 9
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors generally reviews
and approves our executive compensation policies, including the base salary
levels and target incentives for our executive officers at the beginning of each
year, and approves the performance objectives of the officers in their areas of
responsibility. The Compensation Committee also administers our stock plans,
including our 1996 Stock Plan and our 1991 Employee Stock Purchase Plan. No
member of the Compensation Committee is a former or current officer or employee
of Atmel or any of its subsidiaries. Meetings of the Compensation Committee are
also attended by George Perlegos, our President and Chief Executive Officer, who
provides background and market information and make recommendations to the
Compensation Committee on salary levels, officer performance objectives and
corporate financial goals. However, Mr. Perlegos is not entitled to vote on any
actions taken by the Compensation Committee.
COMPENSATION POLICIES
Our policy is that a substantial portion of each officer's annual
compensation should be based upon our 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, we strive 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 our officers based on our
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 our executive officers in 1999 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 our performance in 1999.
Under our executive bonus plan, executive officers may receive a
substantial percentage of their base salary in bonus payments, based on
quarterly financial performance by us compared to pre-tax income targets
established by the Board of Directors at the beginning of the year in connection
with the adoption of our 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, any changes in such officer's
responsibility and position, and such officer's equity interest 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
our 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 1999, Mr. Perlegos' compensation was well below the average
compensation of chief executive officers in the Benchmark Group. Mr. Perlegos'
bonus for 1999 was also determined under our executive bonus plan.
T. Peter Thomas, Norm Hall,
Member, Compensation Committee Member, Compensation Committee
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of directors Hall and Thomas. During
1999, we paid Alliant Partners approximately $60,000, in consideration for
services rendered in advising us regarding financing, mergers and acquisitions.
Mr. Hall, a director of Atmel and a member of the Compensation Committee, is
Managing Partner of Alliant Partners.
7
<PAGE> 10
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our officers and directors, and persons who own more than ten percent
of a registered class of our equity securities, to file reports of ownership on
Form 3 and changes in ownership on Form 4 or 5 with the Securities Exchange
Commission. Such officers, directors and 10% stockholders are also required by
the Securities and Exchange Commission rules to furnish us with copies of all
Section 16(a) forms they file.
Based solely on our review of copies of such forms received, or written
representations from certain reporting persons that no filings were required for
such persons, we believe that, during the year ended December 31, 1999, all
Section 16(a) filing requirements applicable to our executive officers and
directors were complied with.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected PricewaterhouseCoopers L.L.P.,
independent accountants, to audit our consolidated financial statements for the
year ending December 31, 2000. PricewaterhouseCoopers L.L.P. has audited our
financial statements since the year ended 1985.
Representatives of PricewaterhouseCoopers L.L.P. are expected to be
present at the meeting 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 stockholders.
RECOMMENDATION OF THE BOARD OF DIRECTORS
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING "FOR" RATIFICATION
OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS L.L.P. AS INDEPENDENT ACCOUNTANTS
FOR THE YEAR ENDING DECEMBER 31, 1999. IN THE EVENT OF A NEGATIVE VOTE ON SUCH
RATIFICATION, THE BOARD OF DIRECTORS WILL RECONSIDER ITS SELECTION.
OTHER MATTERS
We know 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 17, 2000
8
<PAGE> 11
PERFORMANCE GRAPH
The following graph shows a comparison of cumulative total stockholder
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 Atmel's common stock, Technology - 500 and the S&P 500 Index from the date of
December 31, 1994 through the 1999 year end. Historic stock price performance is
not necessarily indicative of future stock price performance.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Atmel Corporation 100 134 198 111 91 353
S&P 500 Index 100 138 169 226 290 351
Technology - 500 100 144 204 258 446 781
</TABLE>
9
<PAGE> 12
[ATMEL CORPORATION LOGO]
4690-PS-00
<PAGE> 13
ATMEL CORPORATION
- --------------------------------------------------------------------------------
2000 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 3, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Atmel Corporation, a Delaware
corporation, hereby acknowledges receipt of the 2000 Annual Report on Form 10-K,
and receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement,
each dated March 17, 2000, and hereby appoints George Perlegos and Mike Ross,
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 2000 Annual Meeting of Stockholders of Atmel Corporation to
be held on May 3, 2000 at 2:00 p.m., local time, at Atmel Corporation, 2325
Orchard Parkway, San Jose, California 95131 and at any adjournments or
postponements 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 PRICEWATERHOUSE COOPERS 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
ACCOUNT NUMBER MEETING
[ ]
PLEASE MARK YOUR CHOICE LIKE
THIS - IN BLUE OR BLACK INK
- ---------------------------------
COMMON
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
PricewaterhouseCoopers L.L.P. as the independent
accountants of Atmel Corporation for 2000.
FOR AGAINST 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 stockholder(s) exactly as
such stockholder'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:
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Date:
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Signature:
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Date:
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[ ] Mark here for address change and
note at left.