<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:
(x) Preliminary proxy statement ( ) Confidential, For Use of the
( ) Definitive proxy statement Commission Only (as permitted by
( ) Definitive additional materials Rule 14a-6(e)(2))
( ) Soliciting material pursuant to
Rule 14a-11(c) or Rule 14a-12
Semtech 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>
SEMTECH CORPORATION
652 Mitchell Road
Newbury Park, California 91320
Notice of Special Meeting of Shareholders
To Be Held September 27, 1999
To the Shareholders of Semtech Corporation:
The Special Meeting of Shareholders (the "Special Meeting") of Semtech
Corporation, a Delaware corporation (the "Company"), will be held at the
Company's offices located at 652 Mitchell Road, Newbury Park, California 91320
on September 27, 1999 at 12:00 p.m. local time, for the following purposes:
1. Approval of an amendment to the Company's Certificate of Incorporation,
as amended to increase the number of shares of Common Stock which the Company is
authorized to issue from 40,000,000 to 100,000,000.
2. Any and all matters incident to the foregoing, and such other business
as may legally come before the meeting and any adjournments or postponements
thereof.
The Board of Directors has fixed the close of business on August 23, 1999
as the record date for determining the shareholders having the right to notice
of and to vote at the Special Meeting.
The foregoing item of business is more fully described in the Proxy
Statement which is attached hereto and made a part hereof. The Special Meeting
will be open to shareholders of record, proxy holders, and others by invitation
only. Beneficial owners of shares held by a broker or nominee must present
proof of such ownership to attend the meeting.
WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, YOU ARE
URGED TO MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS
POSSIBLE IN THE POSTAGE-PREPAID ENVELOPE PROVIDED TO ENSURE YOUR REPRESENTATION
AND THE PRESENCE OF A QUORUM AT THE SPECIAL MEETING. IF YOU SEND IN YOUR PROXY
CARD AND THEN DECIDE TO ATTEND THE SPECIAL MEETING TO VOTE YOUR SHARES IN
PERSON, YOU MAY STILL DO SO. YOUR PROXY IS REVOCABLE IN ACCORDANCE WITH THE
PROCEDURES SET FORTH IN THE PROXY STATEMENT.
By Order of the Board of Directors,
/s/John D. Poe
--------------------------------------
John D. Poe
Chief Executive Officer and Chairman of the Board of Directors
Newbury Park, California
September 6, 1999
<PAGE>
SEMTECH CORPORATION
652 Mitchell Road
Newbury Park, California 91320
--------------------------
PROXY STATEMENT
--------------------------
Special Meeting of Shareholders
September 27, 1999
The enclosed proxy is solicited on behalf of the Board of Directors of
Semtech Corporation, a Delaware corporation (the "Company"), for use at the
Special Meeting of Shareholders (the "Special Meeting") to be held at 12:00 p.m.
local time, at the Company's offices at 652 Mitchell Road, Newbury Park,
California 91320, on September 27, 1999, and at any adjournment or postponement
thereof. Only holders of the Company's Common Stock of record on August 23,
1999 will be entitled to vote. Holders of Common Stock are entitled to one vote
for each share held.
Approval of the proposed amendment (the "Amendment") to the Certificate of
Incorporation, as amended (the "Certificate of Incorporation") requires the
affirmative vote of a majority of all outstanding shares of Common Stock of the
Company, $0.01 par value per share ("Common Stock"). Shareholders of record at
the close of business on August 23, 1999 (the "Record Date") are entitled to
notice of and to vote at the Special Meeting. At the Record Date, 15,405,204
shares of Common Stock were issued and outstanding, and no shares of the
Company's Preferred Stock were outstanding.
All shares represented by valid proxies will be voted in accordance with
the instructions contained therein. In the absence of instructions, proxies
will be voted FOR the Amendment. Abstentions and "broker non-votes" are each
included in the determination of the number of shares present and voting, with
each tabulated separately. Abstentions are counted in the tabulations of the
votes cast on proposals presented to the stockholders, whereas broker non-votes
are not counted for purpose of determining whether a proposal has been approved.
Any person giving a proxy in the form accompanying this Proxy Statement has
the power to revoke it prior to its exercise. A proxy may be revoked by filing
an instrument revoking it, or a duly executed proxy bearing a later date, with
the Secretary of the Company prior to the meeting, or by attending the Special
Meeting and electing to vote in person.
This Proxy Statement and the accompanying proxy were first sent by mail to
shareholders on or about September 6, 1999. The costs of this solicitation are
being borne by the Company. The Company may reimburse brokerage firms and other
persons representing beneficial owners of shares for their expenses in
forwarding solicitation material to such beneficial owners. Proxies may also be
solicited personally or by telephone, facsimile or telegram by certain of the
Company's directors, officers and regular employees, without additional
compensation.
<PAGE>
PROPOSAL
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
In August 1999, the Board of Directors declared it advisable and
unanimously approved an amendment to increase the aggregate number of shares of
Common Stock which the Company is authorized to issue from 40,000,000 shares to
100,000,000 shares (the "Amendment").
Approval of the Amendment
If approved by the shareholders, the Amendment will become effective upon
the filing of a Certificate of Amendment of Certificate of Incorporation with
the Delaware Secretary of State. The amendment to Article FOURTH of the
Company's Certificate of Incorporation would change subsection (a) of Article
FOURTH of the Company's Certificate of Incorporation to read in its entirety and
substantially as follows:
"FOURTH: Number of Shares.
"(a) The corporation is authorized to issue two classes of stock
designated "Preferred Stock" and "Common Stock," respectively. The
total number of shares of Preferred Stock authorized to be issued is
Ten Million (10,000,000) and each such share shall have a par value of
one cent ($.01). The total number of shares of Common Stock
authorized to be issued is One Hundred Million (100,000,000) and each
such share shall have a par value of one cent ($.01).
Purpose and Effect of the Amendment
As of the Record Date, of the Company's 40,000,000 authorized shares of
Common Stock, 15,405,204 shares were issued and outstanding, and 4,512,933
shares were reserved for issuance pursuant to the Company's current stock option
plans and stock purchase plan (together, the "Plans"), and 20,081,863 shares
were available for future issuance but have not been reserved for any specific
use. The Company announced a two for one stock split on August 24, 1999 (the
"Stock Split"). The Stock Split, which will be in the form of a 100 percent
stock dividend to shareholders of record as of August 30, 1999. After this
split, the Company will have 163,726 shares available for future issuance.
The principal purpose of the proposed Amendment is to authorize additional
shares of Common Stock which will be available in the event that the Board of
Directors determines that it is necessary or appropriate, among other things, to
effect future stock dividends or stock splits, to raise additional capital
through the sale of securities, to acquire another company or its business or
assets through the issuance of securities, or to establish a strategic
relationship with a corporate partner through the exchange of securities.
If the proposed Amendment is adopted, the aggregate number of authorized
shares of Common Stock will be increased from 40,000,000 shares to 100,000,000
shares. If the Proposal were adopted, as of the Record Date, 80,081,863 shares
would be available for future issuance by the Board of Directors (or 60,163,726
shares available after giving effect to the Stock Split) without any shareholder
approval, except in accordance with the requirements of the Nasdaq Stock Market
or the Delaware General Corporation Law. If the Proposal is not approved, the
number of authorized shares will remain the same and management will have very
limited flexibility to do the things described above.
There will be no change in the voting rights, dividend rights, liquidation
rights, preemptive rights or any other shareholder rights as a result of the
proposed Amendment. The additional shares might be issued at such times and
under such circumstances as to have a dilutive effect on earnings per share and
on the equity ownership of the present holders of Common Stock.
<PAGE>
Potential Anti-Takeover Effect
The proposed Amendment could, under certain circumstances, have an anti-
takeover effect, although this is not the intention of the proposal. The
increased number of authorized shares of Common Stock could discourage, or be
used to impede, an attempt to acquire or otherwise change control of the
Company. The private placement of shares of Common Stock into "friendly" hands,
for example, could dilute the voting strength of a party seeking control of the
Company. Although the Company has no present intent to use the additional
authorized shares of Common Stock for such purposes, if this Proposal is
adopted, more capital stock of the Company would be available for such purposes
than is currently available.
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock entitled to vote at the Special Meeting, assuming a quorum is
present, is necessary for approval of the Amendment. Therefore, abstentions and
broker non-votes (which may occur if a beneficial owner of stock where shares
are held in a brokerage or bank account fails to provide the broker or the bank
voting instructions as to such shares) effectively count as votes against the
Amendment. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL
OF THE AMENDMENT.
5% SHAREHOLDERS, DIRECTORS, NOMINEES
AND NAMED EXECUTIVE OFFICERS
The chart below indicates the number of shares and exercisable stock options
held by each director of the Company, each of the Company's five most highly-
compensated executive officers and by the Company's directors and officers as a
group as of July 31, 1999:
<TABLE>
<CAPTION>
Beneficial
Ownership of
Common Stock (1)
-----------------
Name Office(if director or officer) Number % (2)
- ---- ------------------------------ ------ ----
<S> <C> <C> <C>
FMR Corp. 1,583,770(13) 10.3%
82 Devonshire St.
Boston, MA 02109
John D. Poe Chairman of the Board, President 881,600(3) 5.6%
and Chief Executive Officer
Rock N. Hankin Vice Chairman of the Board, 68,565(4) *
Member of the Audit Committee
and Compensation Committee
Allen H. Orbuch Director, Member of the Audit 85,266(5) *
Committee and Compensation
Committee
James P. Burra Director, Member of the Audit 76,166(5) *
Committee and Compensation
Committee
Jack O. Vance Director, Member of the Audit 51,266(6) *
Committee and Compensation
Committee
James T. Schraith Director, Member of the Audit 54,766(7) *
Committee and Compensation
Committee
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Raymond E. Bregar Executive Vice President 84,000(8) *
David G. Franz, Jr. Vice President and Chief 128,950(9) *
Financial Officer
Jean-Claude Zambelli Vice President 25,000(10) *
Wylie Plummer Vice President 68,474(10) *
All Officers and Directors 1,553,893(11) 9.5%
as a Group (12 persons)
</TABLE>
- -----------------------
<TABLE>
<S> <C>
* Less than 1%
(1) Unless otherwise indicated below, each person has sole voting and investment power with respect to the
shares listed.
(2) Each of the respective percentages is based upon the 15,308,664 shares outstanding as of July 31, 1999,
plus, if applicable, the shares which each officer or director has the right to acquire within 60 days
thereof through the exercise of stock options.
(3) Includes 355,000 shares issuable pursuant to options exercisable within 60 days of July 31, 1999.
(4) Includes 68,565 shares issuable pursuant to options exercisable within 60 days of July 31, 1999
(5) Includes 65,266 shares issuable pursuant to options exercisable within 60 days of July 31, 1999.
(6) Includes 47,266 shares issuable pursuant to options exercisable within 60 days of July 31, 1999.
(7) Includes 54,766 shares issuable pursuant to options exercisable within 60 days of July 31, 1999.
(8) Includes 20,000 shares issuable pursuant to options exercisable within 60 days of July 31, 1999.
(9) Includes 72,250 shares issuable pursuant to options exercisable within 60 days of July 31, 1999.
(10) Includes 25,000 shares issuable pursuant to options exercisable within 60 days of July 31, 1999.
(11) Includes 819,463 shares issuable pursuant to options exercisable within 60 days of July 31, 1999.
(12) Based on a Schedule 13G dated August 10, 1999, FMR Corp.. has sole voting power with respect to
1,583,770 shares of the Company's Common Stock and FMR Corp. has sole dispositive power with respect to
1,583,770 shares of the Company's Common Stock as of July 31, 1999.
</TABLE>
OTHER MATTERS
The Board of Directors knows of no other business which will be presented at
the Special Meeting. If any other business is properly brought before the
Special Meeting, it is intended that proxies in the enclosed form will be voted
in respect thereof in accordance with the judgments of the persons voting the
proxies. It is important that the proxies be returned promptly and that your
shares be represented. Shareholders are urged to fill in, sign and promptly
return the accompanying proxy card in the enclosed envelope.
By Order of the Board of Directors,
/s/John D. Poe
------------------------------------
John D. Poe
Chief Executive Officer and
Chairman of the Board of Directors
September 6, 1999
Newbury Park, California
<PAGE>
PROXY
SEMTECH CORPORATION
652 Mitchell Road
Newbury Park, CA 91320
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING ON SEPTEMBER 27, 1999
John D. Poe and David G. Franz Jr., or any one of them, each with the power
of substitution and re-substitution, are hereby authorized to represent and vote
the shares of the undersigned, with all the powers which the undersigned would
possess if personally present, at the Special Meeting of Shareholders of Semtech
Corporation (the "Company"), to be held on Thursday, September 27, 1999, and any
adjournment or postponement thereof.
SEE REVERSE SIDE: If you wish to vote in accordance with the Board of Directors'
recommendations, just sign and date on the reverse side. You need not mark any
boxes.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE (SEE REVERSE SIDE)
[x} Please Mark votes as in this example.
Shares represented by this proxy will be voted as directed by the shareholder.
IF NO SUCH DIRECTIONS ARE INDICATED, THE PROXIES WILL HAVE AUTHORITY TO VOTE FOR
PROPOSAL NO. 1. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the Special Meeting of
Shareholders. The Board of Directors recommends a vote FOR Proposal No. 1.
1. Approval of an amendment MARK HERE FOR
to the Company's Certificate ADDRESS CHANGE
of Incorporation, AND NOTE AT
as amended, to increase the RIGHT [_]
number of shares of Common Stock which the Company is
authorized to issue from 40,000,000 shares to
100,000,000 shares
FOR WITHHELD ABSTAIN
[_] [_] [_]
Please sign exactly as your name appears herein.
Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such., if a
corporation, sign in full corporate name by an
authorized officer, and, if a partnership by an
authorized person. If more than one name appears
hereon, all persons named shall sign.
Signature Date
----------------------- --------
Signature Date
----------------------- --------
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.
