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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. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
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 240.14a-11(c) or 240.14a-12
INTEGRATED CIRCUIT SYSTEMS
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(Name of Registrant as Specified in Its Charter)
Stavro E. Prodromou
106 Quincy House
1801 Butler Pike
Conshohocken, PA 19428
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Stavro E. Prodromou
106 Quincy House
1801 Butler Pike
Conshohocken, Pennsylvania 19428
January 11, 1999
To: The Shareholders of Integrated Circuit Systems, Inc.
Dear Shareholders,
I have some very good news.
Facing loss in Pennsylvania Courts, and vigorous shareholder opposition,
Integrated Circuit Systems has withdrawn its opposition to providing us with
shareholder lists and other items necessary for our proxy solicitation.
Therefore, on December 29, 1998, we agreed to settle our lawsuit against the
company. The lawsuit had requested three fundamental items, all of which we have
now obtained.
1. ICST will postpone the Annual Meeting of Shareholders to January 25, 1999.
2. ICST will immediately provide me with a listing of shareholders that it has
previously refused to deliver.
3. ICST has agreed that it will allow the
shareholders to vote on both the Shareholders' Nominees and the Company's
nominees for Directors' seats
The company has agreed to all demands that we sought in our lawsuit. This
agreement is a victory for you, the shareholders of ICST, because it will allow
you to decide directly whom you want to run the affairs of your company. By its
consent, the company has removed any doubts about the validity of the
Shareholders' Nominees. We now have the ability to directly solicit your proxies
by mail, telephone, fax or other electronic means. We also have the time needed
to make this solicitation.
THE ISSUES FOR SHAREHOLDERS
---------------------------
When I first wrote to you to solicit your proxy, I recited the numerous ACTIONS
taken by the current board that were not in the best interests of you, the
owners of the company. I also enumerated the steps that my fellow Shareholders'
Nominees and I would take to improve shareholder value. I invite you to re-read
my revised solicitation dated January 11, 1999 a copy of which is attached. Now,
the company has chosen to mimic some of the same proposals to you, claiming
these to be part of their "new and improved corporate governance program."
Shareholders should question the current board why they did not institute these
proposed reforms in the past nine months. Whose corporate governance program are
they trying to correct? Their own!
Let's review the facts:
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o The current board has recommended that you the shareholders should give
them the absolute power to grant themselves any number of stock options
they choose, at any time, with any vesting schedule, without any
further shareholder approval. In direct conflict with their claims of
improved corporate governance, this move clearly demonstrates the
intent of the board to gain personal benefits vs. increasing your share
value.
o The company has specifically excluded shareholders from quarterly
conference calls for the past three quarters. Other than mandatory
releases of financial and other material disclosures, the company has
not issued a single press release about its business and growth
opportunities. Yet, the current board asks you to trust them that this
will change in the future.
o For months, the Board and management "negotiated" over a proposed
management buyout of the company that an independent advisor termed
"unfair to shareholders from a financial viewpoint". In the meantime,
share value plummeted.
o Despite numerous promises over the past nine months, the company has
yet to announce the appointment of a new CEO. The board has failed to
provide any explanation of their failure, except to promise you now
that they really will do so in the future. Yet, the board has not set
and announced a deadline for completing this fundamental
responsibility.
o There has not been a single new product announcement from the company's
management since March 20, 1998, the date that I voluntarily resigned
as President, CEO and Director of ICST.
o The improved ability to develop new products through advanced CAD tools
was initiated during my tenure as CEO after years of neglect. Other
accomplishments now being claimed by the company in support of their
solicitation resulted directly from actions that I had taken as CEO
between April 1997 and March 1998. I refer you to the archives of
twenty-five (25) press releases and other news items about new product
introductions, customer agreements, organizational improvements,
alliances and other developments over my tenure as CEO.
o Now, the company promises to increase revenues by 30% per year. In fact
over the past three quarters, the company has been producing revenues
slightly below the previous year's quarterly results! No management or
board member has spelled out any concrete plans to provide credibility
to these claims.
Actions speak far louder than words. Your current board would like to run away
from their record. Instead, they now promise you whatever it takes to get you to
cast your vote in their favor. Don't be fooled by these promises that have been
broken before.
In my appeal for your proxy, I have outlined a detailed plan to which my fellow
Shareholders' Nominees and I are committed. I have put forth a clear strategy
for improving shareholders' value. There is no guarantee, however, those even if
the Shareholder Nominees are elected that our plan will prove effective and
achieve the desired results. You can view this vision and my track record behind
it by visiting our Shareholders' Nominees web site: http://web68323.ntx.net.
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We have been gratified by the strong response that we have received from you,
the shareholders to our proxy solicitations. Many of the largest shareholders
have already voted in favor of our slate, including several current employees of
the company.
HOW TO SUBMIT YOUR PROXY
If you hold shares through a bank or brokerage account: Please send your
completed signed and dated BLUE proxy instruction form in the enclosed
pre-addressed envelope. If you are unsure if your vote has been counted, you can
put your mind at ease by sending the BLUE proxy card again at this time. Your
vote will be counted only once.
If you have misplaced your envelope, or are unsure if it has been received, you
may contact your broker, or our proxy solicitor, Sandy Cantor, Toll Free, at
1-888-385-2663.
If you hold shares in physical certificate form: Please send your completed
ballot to our proxy solicitor in the enclosed self-addressed stamped envelope
to:
Sandy Cantor
FCG, Inc. -46th Floor
30 Broad Street
New York, N.Y. 10004
If you have any questions please call Sandy, toll free, at 1-888-385-2663
If you previously voted for management with a WHITE proxy form: You have every
right to change your mind and vote for the Shareholder's Nominees. Just send
your completed, signed and dated BLUE proxy of a later date in the enclosed
pre-addressed envelope. And, ALSO please contact your broker and advise him that
you want to change your vote.
Why Am I Asking for Support?
The answer is simple. I own shares of the company's stock just like you. And,
like all of you, I have seen the value of my shares slide. With your help, we
can restore the company to again be a solid and successful place for us to
invest and, for my friends at the Company, a fine place to work. As you know, I
am not looking for a job, since I have a perfectly fine position as chairman of
another hi-tec firm. Why am I going to such great lengths to do this? If you
look at the attached charts you will see why. I do not like seeing a company
into which I put so much and had taken to such heights suffer so much.
Success is insight!
Sincerely,
Stavro E. Prodromou
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Stavro E. Prodromou
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New Product Announcements
Q1-Q397 1
Q497-Q398 7
Q-498-Now 0
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Press Releases*
Q1-Q397 3
Q497-Q398 25
Q-498-Now 4
* Excludes financial and other mandatory announcements of material information
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Revenue & Earnings
Q3'96 Q4'96 Q1'97 Q2'97 Q3'97 Q4'97 Q1'98 Q2'98 Q3'98 Q4'98 Q1'99
Rev($MM) 15 20 21 28 25 30 39 42 42 35 32
EPS($.00) (15) 5 6 22 28 33 39 45 48 32 32
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ICST Share Price '94-'98
Jan-94 14
Mar-94 14
May-94 13
Jul-94 12
Sep-94 10
Nov-94 10
Jan-95 8
Mar-95 11
May-95 11
Jul-95 14
Sep-95 16
Nov-95 14
Jan-96 9
Mar-96 11
May-96 12
Jul-96 12
Sep-96 10
Nov-96 11
Jan-97 12
Mar-97 14
May-97 15
Jul-97 20
Sep-97 25
Nov-97 35
Jan-98 25
Mar-98 22
May-98 25
Jul-98 21
Sep-98 17
Nov-98 10
