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Schedule 14A Information
Proxy Statement
Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant []
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Integrated Circuit Systems, Inc.
2435 Boulevard of the Generals
P.O. Box 968
Valley Forge, Pennsylvania
(Name of Registrant as Specified In Its Charter)
Stavro E. Prodromou
106 Quincy House
1801 Butler Pike
Conshohocken, Pennsylvania 19428
(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)(4)
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:
Ehmann, Van Denbergh & Trainor, P.C.
Two Penn Center Plaza, Suite 725,
Philadelphia, Pennsylvania 19102
4) Dated Filed:
December 21, 1998
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Stavro E. Prodromou
106 Quincy House
1801 Butler Pike
Conshohocken, Pennsylvania 19428
December 21, 1998
To: The Shareholders of Integrated Circuit Systems, Inc.
Dear Shareholders,
Due to an oversight on my part in the preparation of in my
biographical information as set forth in my proxy materials, I failed to
properly advise you, of the fact that I wound up the affairs of a company, Palo
Alto Digital Systems, Inc, for which I was the President, Chief Executive
Officer and sole investor, by placing same in a Chapter 7 bankruptcy. As a
condition to my employment with Integrated Circuit Systems, Inc. ("ICST"), I was
required by Mr. Boreen, the then chairman of ICST's Board of Directors, to wind
up the affairs of Palo Alto. I had begun the "winding-down" of the activities of
Palo Alto some six months before joining ICST. By the time I joined ICST, Palo
Alto had essentially ceased activity. Based on the advice of counsel that
Chapter 7 provided certain tax benefits and other advantages under California
law that other methods of winding-up did not provide, I placed Palo Alto in a
Chapter 7 Bankruptcy. The rules and regulations of the Securities and Exchange
Act of 1934 require that I disclose this information to you as part of my
biographical materials contained in my proxy statement. Below is my corrected
biographical summary. You should read this prior to making your decision on how
to vote at the upcoming Annual Meeting of ICST.
Stavro E. Prodromou, Ph.D.
Dr. Prodromou is the President and Chief Executive Officer of Peregiene
Semiconductor Company in San Diego, California. Dr. Prodromou was formerly the
President and CEO of Integrated Circuit Systems, Inc. (NASDAQ: ICST) of Valley
Forge, PA, until his resignation in March 1998. He had previously served as a
Director of the Company since October 1993. Prior to ICS, Dr. Prodromou was the
President, CEO and sole investor of Palo Alto Digital Systems, Inc. In 1997,
Palo Alto voluntarily filed for protection under Chapter 7 of the Bankruptcy Act
of 1978, as amended. This action was taken as part of Dr. Prodromou's winding-up
of the affairs of Palo Alto. Dr. Prodromou was also the President and CEO of
PADSystems, Inc. a company that he founded, specializing in the areas of
computers & peripherals, integrated circuits, and software. Dr. Prodromou was
the founder, President and CEO of Poqet Computer Corporation of Santa Clara, CA.
Earlier in his career, he served in executive management capacities at Texas
Instruments (NYSE: TXN), General Electric (NYSE: GE), Fairchild Semiconductor,
and Mattel Electronics. Dr. Prodromou received his B.S. in Electrical
Engineering from Rutgers University, and his M.S. and Ph.D. from the Polytechnic
Institute of New York. Dr. Prodromou is a member of the Sigma Xi, Tau Beta Pi
and Eta Kappa Nu honorary societies.
As to the vicious and defamatory comments contained in ICST's press
release of December 15, 1998, I will not reduce my standards to enter into a
"mudslinging" contest with existing management. I would urge ICST's management
and Board of Directors to immediately retract their vicious and unjustified
remarks and publicly apologize to you, the shareholders, and me for their
conduct. I allow you, the shareholders, to determine whether you believe that
mudslingers are the types of management you want to lead your company.
Sincerely,
/s/ Stavro E. Prodromou
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Stavro E. Prodromou
