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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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COMMISSION ONLY (AS PERMITTED BY
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[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
INTEGRATED CIRCUIT SYSTEMS
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(Name of Registrant as Specified In Its Charter)
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Notes:
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[LOGO OF INTEGRATED CIRCUIT SYSTEMS]
December 30, 1998
Dear Fellow Shareholders:
As you may already be aware, we have postponed the Company's Annual Meeting
until January 25, 1999. The Annual Meeting was originally scheduled for today.
In consideration for the postponement, Dr. Prodromou has agreed to dismiss the
litigation he filed on December 24, 1998 in the Court of Common Pleas for
Montgomery County, Pennsylvania, which sought to preliminarily enjoin the Annual
Meeting. ICS has also agreed to provide Dr. Prodromou the list of ICS
shareholders.
The ICS by-laws provide that any shareholder desiring to nominate candidates for
election as directors at a shareholders meeting must provide certain information
to the Company at least 50 days and not more than 75 days prior to the date of
the meeting. Given that the Annual Meeting is now scheduled for January 25,
1999, Dr. Prodromou's dissident director nominees are now entitled to stand for
election at the annual meeting.
Despite our belief that Dr. Prodromou's lawsuit has no merit, this postponement
will avoid the unnecessary waste of time and resources involved in fighting this
litigation. We look forward to the rescheduled Annual Meeting at which time you
will have a clear choice between management's nominees to the Board and Dr.
Prodromou's nominees.
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Vote FOR management's director nominees on the enclosed WHITE proxy card today.
The Choice Is Clear.
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Last week Institutional Shareholder Services Inc. (ISS), the nation's leading
institutional shareholder advisory firm, recommended that ICS shareholders vote
in support of ICS management's nominees to the Board of Directors.
Your board is committed to enhancing and sustaining shareholder value by
focusing on core competencies and our new corporate governance program is
designed to ensure increased responsiveness to shareholders.
Very truly yours,
/s/ Rudolf Gassner
Rudolf Gassner
Chairman-elect of the Board
2435 BLVD. OF THE GENERALS * P.O. BOX 968 * VALLEY FORGE, PA 19482-0968 *
610-630-5300 * FAX: 610-630-5399
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IF YOUR SHARES ARE HELD IN THE NAME OF A BANK OR BROKER, ONLY THAT ORGANIZATION
CAN VOTE YOUR SHARES. PLEASE DIRECT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT TO
EXECUTE ON YOUR BEHALF A WHITE PROXY CARD WITH A VOTE FOR
YOUR CURRENT MANAGEMENT.
IF YOU HAVE ANY QUESTIONS OR REQUIRE ANY ASSISTANCE, PLEASE CONTACT OUR PROXY
SOLICITOR:
Innisfree M&A Incorporated
TOLL FREE -- 1-888-750-5834
501 MADISON AVENUE
20TH FLOOR
NEW YORK, NY 10022
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