<PAGE>
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:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
[ ] Definitive Proxy Statement CommissionOnly (as permitted
[X] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
INTEGRATED CIRCUIT SYSTEMS, INC.
______________________________________________________________________________
(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):
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
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<PAGE>
FOR IMMEDIATE RELEASE
INTEGRATED CIRCUIT SYSTEMS SAYS
ISS RECOMMENDS VOTE FOR MANAGEMENT'S NOMINEES
AT ANNUAL MEETING
VALLEY FORGE, PA December 24, 1998 Integrated Circuit Systems Inc. (Nasdaq:
ICST) today announced that Institutional Shareholder Services Inc. (ISS), the
nation's leading institutional shareholder advisory firm, has recommended that
shareholders vote FOR management's director nominees on the WHITE proxy card at
ICS' Annual Meeting on December 30, 1998.
In its report, ISS noted the following :
"[T]he appointment of Mr. Gassner as chairman of the board (and his stated
mandate) represents a departure from the status quo and does represent a
desirable alternative for shareholders."*
"[T]he new chairman's vision of an expanded and more responsive board that is
focused on leveraging the company's proven strengths, in our opinion,
offers shareholders a sound choice of leadership and management
oversight."*
Rudy Gassner, Chairman-elect of Integrated Circuit Systems, said, "We are very
pleased that ISS, with its reputation for advocacy of shareholder interests and
sound corporate governance, supports the election of management's slate of
director nominees at our Annual Meeting. The current management and Board of
Directors have been working diligently to implement a strategic plan focused on
increased revenues, improved margins and additional new product introductions,
as well as improvements in our corporate governance structure and shareholder
communications program. We urge our shareholders to consider ISS'
recommendation and vote FOR management's director nominees on the WHITE proxy
card today."
ISS also recommended voting against an amendment to ICS' 1997 Equity
Compensation Plan. Institutional Shareholder Services, based in Bethesda, Md.,
is a leading independent advisor to several hundred institutional investors and
provides voting recommendations for proxy contests, corporate governance
proposals and other shareholder-related issues.
Integrated Circuit Systems Inc. is a manufacturer of integrated circuit products
focusing on the design and marketing of mixed signal integrated, circuits for
frequency timing, multimedia and data communications applications. The Company
is headquartered in Valley Forge, Pennsylvania with a major facility in San
Jose, California.
# # #
* Permission to use quotations was neither sought nor obtained
Contacts:
Dan Katcher/Matt Sherman Arthur Crozier
Abernathy MacGregor Frank Innisfree M&A
212-371-5999 212-750-5833
<PAGE>
[LETTER TO SHAREHOLDERS]
December 24, 1998
Dear Fellow Shareholder:
Integrated Circuit Systems' Annual Meeting is only a few days away. Your
support of the ICS management at the Annual Meeting is very important. Since
time is short, I strongly urge you to follow the instructions below and vote FOR
management's director nominees by a simple toll-free telephone call.
You should know that Institutional Shareholder Services Inc. (ISS), the nation's
leading independent institutional shareholder advisory firm, has recommended
that shareholders vote FOR management's director nominees and against the
dissident slate proposed by Dr. Stavro Prodromou.
In its report, ISS noted the following* :
"[T]he appointment of Mr. Gassner as chairman of the board (and his stated
mandate) represents a departure from the status quo and does represent a
desirable alternative for shareholders."
"[T]he new chairman's vision of an expanded and more responsive board that is
focused on leveraging the company's proven strengths, in our opinion, offers
shareholders a sound choice of leadership and management oversight."
Because of the potential delay in the mail during the holiday season, we
strongly urge shareholders to vote again by a toll-free telephone call to ensure
that your vote is received prior to the Annual Meeting, even if you have
recently sent in your WHITE proxy card supporting management's director
nominees. Simple instructions to vote by toll-free telephone call follow.
If you have already returned a blue proxy card, you have every right to change
your mind. Vote FOR management's nominees by a toll-free telephone call in
support of your Directors. Remember, only your latest vote counts.
Very truly yours,
Rudolf Gassner
Chairman-elect of the Board
* Permission to use quotations was neither sought nor obtained. ISS also
recommended voting against an amendment to ICS' 1997 Equity Compensation Plan.
If you have any questions, or need any assistance in voting your shares, please
call our proxy solicitor, Innisfree M&A Incorporated, toll-free at 1-888-750-
5834.
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT
OF THE COMPANY ARE AVAILABLE TO ASSIST YOU NOW! ! !
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INSTRUCTIONS
1. Call Toll-Free 1-800-437-7699 between 8:00 a.m. and 12:00 midnight Eastern
time.
2. Tell the operator that you wish to send a collect ProxyGram to ID No. 8162,
Integrated Circuit Systems, Inc.
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and your control
number as shown below:
Name: <NA.1>
Broker: <Broker>
Control Number: <ControlNum>
Number of Shares: <NumShares>
5. Give the operator your voting preferences, using the proxy text below.
[TEXT OF PROXY CARD]
