<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
(x) 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 October 12, 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 October 12, 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 September 8, 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 10, 1999
<PAGE>
SEMTECH CORPORATION
652 Mitchell Road
Newbury Park, California 91320
----------------
PROXY STATEMENT
----------------
Special Meeting of Shareholders
October 12, 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 October 12, 1999, and at any adjournment or postponement
thereof. Only holders of the Company's Common Stock of record on September 8,
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 September 8, 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 10, 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.
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<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)
------------------
Office (if director or
Name officer) Number %(2)
---- ---------------------- --------- ----
<C> <S> <C> <C>
FMR Corp. ............... 1,583,770(13) 10.3%
82 Devonshire St.
Boston, MA 02109
John D. Poe.............. Chairman of the Board, 881,600(3) 5.6%
President 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
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 as a Group (12
persons)................ 1,553,893(11) 9.5%
</TABLE>
- --------
* Less than 1%
(1) Unless otherwise indicated below, each person has sole voting and
investment power with respect to the shares listed.
3
<PAGE>
(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.
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 10, 1999
Newbury Park, California
4
<PAGE>
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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 October 12, 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 Tuesday, October 12, 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)
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<PAGE>
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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.
[X] Please mark
votes as in this
example.
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 shares to 100,000,000 shares
Mark here for
FOR WITHHELD ABSTAIN address change
and note at right
[ ] [ ] [ ] [ ]
------------------------
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.
Date ___________________________________________________________________________
________________________________________________________________________________
Signature
Date ___________________________________________________________________________
________________________________________________________________________________
Signature
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
REPLY ENVELOPE.
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FOLD AND DETACH HERE
