Schedule 14A Information
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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 Commission Only (as permitted by Rule
14a-6(e)(2))
[X]Definitive Proxy Statement
[ ]Definitive Additional Materials
[ ]Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
SILICONIX INCORPORATED
(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.:
Schedule 14A - Definitive Proxy Statement
- --------------------------------------------------
(3)Filing Party: Registrant
--------------------------------
(4)Date Filed: April 28, 1999
--------------------------------
<PAGE>
[Siliconix logo]
2201 Laurelwood Road
Santa Clara, California 95054
April 30, 1999
Dear Stockholder:
We are pleased to invite you to attend the 1999 Annual Meeting of Stockholders
of Siliconix incorporated, which will be held in the main auditorium at the
Company's corporate headquarters, 2201 Laurelwood Road, Santa Clara, California,
on Wednesday, June 2, 1999, at 4:00 p.m. California time.
The Annual Report for the year 1998 is enclosed. At the stockholders' meeting,
we will discuss in more detail the subjects covered in the Annual Report as well
as other matters of interest to stockholders.
The enclosed Proxy Statement explains the items of business to come formally
before the meeting. As a stockholder, it is in your best interest to express
your views regarding these matters by signing and returning your proxy. This
will ensure the voting of your shares if you do not attend the meeting.
Whether or not you plan to attend the meeting, please sign the proxy card and
return it promptly in the enclosed envelope. It requires no stamp if mailed in
the United States. You may revoke any proxy you give at any time before it is
exercised at the meeting.
Sincerely yours,
KING OWYANG
President and Chief
Executive Officer
<PAGE>
SILICONIX INCORPORATED
2201 Laurelwood Road
Santa Clara, California 95054
Notice of Annual Meeting of Stockholders -- June 2, 1999
TO THE STOCKHOLDERS OF SILICONIX INCORPORATED:
Notice is hereby given that the Annual Meeting of Stockholders of Siliconix
incorporated will be held in the main auditorium at the Company's corporate
headquarters, 2201 Laurelwood Road, Santa Clara, California, on Wednesday, June
2, 1999 at 4:00 p.m. California time, for the following purposes:
1. To elect four directors for the ensuing year.
2. To ratify the appointment of Ernst & Young LLP as the Company's
accountants for the fiscal year ending December 31, 1999.
3. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors intends to nominate as directors those individuals listed
in the attached Proxy Statement under the heading "Nominees." April 16, 1999 has
been fixed as the record date for the determination of stockholders entitled to
vote at the Annual Meeting and to receive notice thereof.
BY ORDER OF THE BOARD OF DIRECTORS
DAVID M. ACHTERKIRCHEN
Secretary
Santa Clara, California
April 30, 1999
Please date, sign and return the enclosed proxy in the enclosed envelope. If you
plan to attend in person, please indicate this by checking the space provided on
the proxy.
<PAGE>
PROXY STATEMENT
----------------
ANNUAL MEETING OF STOCKHOLDERS OF
SILICONIX INCORPORATED
June 2, 1999
------------
SOLICITATION AND VOTING RIGHTS
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of your proxy for use at the Annual Meeting of Stockholders
on Wednesday, June 2, 1999, at 4:00 p.m., and at all adjournments thereof, for
the purposes set forth in the attached Notice of Annual Meeting of Stockholders.
This Proxy Statement is first being distributed to stockholders on approximately
April 30, 1999. The Company will pay all expenses incurred in connection with
this solicitation, including postage, printing, handling and the actual expenses
incurred by brokerage houses, custodians, nominees and fiduciaries in forwarding
proxy material to beneficial owners.
The Company, a corporation existing and organized under the laws of the State of
Delaware, has one class of equity securities issued and outstanding, consisting
of 9,959,680 shares of common stock, $0.01 par value (the "Common Stock"). All
of the shares of Common Stock are voting shares, but only those stockholders of
record as of the record date, April 16, 1999, will be entitled to notice of and
to vote at the meeting and at any and all postponements or adjournments of the
meeting. The presence in person or by proxy of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the meeting will
constitute a quorum for the purpose of transacting business at the meeting.
Each stockholder is entitled to one vote for each share of Common Stock held by
such stockholder of record on each matter which may come before the meeting.
Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum for the transaction of business. In matters
other than the election of directors, abstentions are counted as votes against
in tabulations of the votes cast on proposals to the stockholders, votes
withheld have no legal effect and broker non-votes are not counted for purposes
of determining whether a proposal has been approved.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is exercised. Proxies may be revoked by giving
written notice to the Secretary of the Company and the issuance of a subsequent
proxy will revoke any prior proxy even though written notice of revocation is
not given.
The "Company" and "Siliconix incorporated" refer to Siliconix incorporated, a
Delaware corporation, or the predecessor California corporation of the same
name.
<PAGE>
PROPOSAL 1--ELECTION OF DIRECTORS
At the Annual Meeting of Stockholders to be held on Wednesday, June 2, 1999, the
Company will present a slate of four nominees for election to the Board of
Directors. Except as hereinafter stated, management will vote the shares
represented by the enclosed proxy for the four nominees to the Board of
Directors named below, unless indication to the contrary is marked thereon. In
the event of the death, disqualification, or refusal or inability of any of such
nominees to serve, it is the intention of the persons named in the enclosed
proxy to vote for the election of such other person or persons as the persons
named in the enclosed proxy determine in their discretion. The Board of
Directors has no reason to believe that such nominees will be unable or will
decline to serve if elected.
Nominees
The following sets forth the name, age and principal occupation of each nominee,
his position with the Company and business experience during the past five
years, and the year each was first elected a director of the Company.
Nominee Age Business Experience During Past Five Years
------- --- ------------------------------------------
King Owyang 53 President and Chief Executive Officer of the
Company (since 1998); Executive Vice
President, Technology and Silicon Operations
(1992-1998); director of Siliconix since
1998.
Everett Arndt 48 Operations Administrative President, North
America of Vishay Intertechnology, Inc., the
indirect holder of 80.4% of the Company's
outstanding Common Stock, since 1998; Vice
President, Controller North America of
Vishay Intertechnology, Inc. (1995-1998);
Vice President and Controller of Vitramon,
Incorporated (a subsidiary of Vishay since
1995) (1987-1995); director of Siliconix
since 1998.
Lori Lipcaman 41 Operations Senior Vice President and
Controller of Vishay Intertechnology, Inc.
(since 1998); Vice President and Controller
of Vishay Europe GmbH (1996-1998); Director
of European Accounting of Vishay
Intertechnology, Inc. (1991-1996); Director
of Finance and Accounting of Sprague France
(a subsidiary of Vishay since 1988) (1993-
1996); director of Siliconix since 1998.
-2-
<PAGE>
Glyndwr Smith 60 Assistant to the CEO and Senior Vice
President, Marketing Intelligence of Vishay
Intertechnology, Inc. (since 1991); director
of Siliconix since 1998.
Directors' Meetings and Committees
The Board of Directors met twice in person in 1998 and took action by unanimous
written consent on nine occasions in that year. Each director attended at least
75% of the meetings of the Board of Directors and of the committees, if any, of
which he was a member.
The Audit Committee of the Board of Directors consists of Everett Arndt, Lori
Lipcaman and Glyndwr Smith. The Committee met once in 1998. The principal
functions of that committee were to select a firm of independent certified
public accountants to perform an audit of the Company's financial statements; to
review, in consultation with the independent accountants, the scope and results
of and the compensation for such audit, together with any non-audit services
performed by them; to review the Company's accounting policies and any changes
thereof; and to consult with the independent accountants and Company management,
separately as appropriate, with regard to the adequacy of the Company's internal
controls.
The Compensation Committee of the Board of Directors consists of the entire
Board of Directors, i.e., Messrs. King Owyang, Everett Arndt and Glyndwr Smith
and Ms. Lori Lipcaman. The Committee met twice in 1998. Its principal functions
were to make recommendations as to remuneration arrangements, including bonuses,
for officers and other employees. Dr. Owyang is the only employee member of this
Committee, and he was excused from any discussion involving his own compensation
or benefits. See also "Report of Compensation Committee" below.
The Board of Directors has no standing Nominating Committee.
The Board of Directors recommends a vote FOR all of the Nominees.
SECURITY OWNERSHIP
The following table shows the amount of Common Stock of the Company beneficially
owned, as of April 16, 1999, by the only person who to the knowledge of the
Company is the beneficial owner of more than 5% of the outstanding Common Stock
of the Company. Such person has sole investment and voting power with respect to
the shares shown.
-3-
<PAGE>
Amount
Name and Address Beneficially Percent
of Beneficial Owner Owned of Class
------------------- ----- --------
Vishay TEMIC Semiconductor 8,010,000 80.4%
Acquisition Holdings Corp.
63 Lincoln Highway
Malvern, PA 19355
The following table shows the number and percentage of shares of Common Stock
beneficially owned, as of April 16, 1999, by (i) each current director and
nominee for director, (ii) each executive officer named in the compensation
table below under "Compensation of Officers and Directors" and (iii) all
directors and executive officers as a group. Each person has sole investment and
voting power with respect to the shares shown.
Amount
Name of Bene- Beneficially Percent
ficial Owner Owned of Class
------------ ----- --------
Everett Arndt 0 0
Lori Lipcaman 0 0
King Owyang 2,587 *
Glyndwr Smith 300 *
Mike Chang 0 0
John Cox 0 0
Jens Meyerhoff 0 0
Hamza Yilmaz 88 *
Richard Kulle 0 0
Jurgen Biehn 0 0
G. Thomas Simmons 0 0
All directors and executive
officers as a group (11 persons) 2,975 *
- -------------------
*Less than 1%.
-4-
<PAGE>
COMPENSATION OF OFFICERS AND DIRECTORS
The following table shows, as to (i) the Chief Executive Officer at December 31,
1998, (ii) the former Chief Executive Officer, (iii) each of the four other most
highly compensated executive officers and (iv) two other former executive
officers (collectively, the "Named Executive Officers"), information concerning
compensation paid for services to the Company in all capacities during the
fiscal year ended December 31, 1998, as well as the total compensation paid to
each such individual for the Company's previous two fiscal years (if such person
was the Chief Executive Officer or an executive officer, as the case may be,
during any part of such fiscal year).
Summary Compensation Table
- --------------------------
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------- ------------
Name and Other Annual All Other
Principal Position Year Salary Bonus Compensation LTIP Payouts Compensation(1)
- ------------------ ----- ------ ----- ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
King Owyang 1998 $355,386 $221,892 $ 167,087(3) $123,300 $11,099
Executive Vice 1997 $332,316 $449,919 $ 286,411(4) $ 82,500 $23,474
President(2) 1996 $324,011 $173,895 $ 171,172(5) $ 76,200 $18,884
Richard J. Kulle 1998 $143,820 $254,097 $1,924,185(7) $194,438 -0-
President and Chief 1997 $563,921(8) $826,675 $ 362,727(9) $186,375 $23,474
Executive Officer(6) 1996 $400,456 $226,005 $ 195,198(10) $160,125 $18,884
Mike Chang 1998 $226,561 $124,695 $ 81,151(12) $ 71,060 $10,799
Executive Vice
President(11)
Jens Meyerhoff 1998 $159,621 $ 79,175 $ 25,419(14) $ 8,287 $10,702
Senior Vice
President and Chief
Financial Officer(13)
Hamza Yilmaz 1998 $233,699 $125,166 $ 64,139(16) $ 66,818 $11,099
Senior Vice
President(15)
John Cox 1998 $283,688 0 (18) 0 $ 4,913
Vice President, 1997 $244,125 0 (18) 0 0
Worldwide Environmental
Health & Safety Affairs(17)
G. Thomas Simmons 1998 $ 60,448 $ 98,821 $ 761,579(20) $ 72,247 $ 1,386
Former Vice President, 1997 $280,390 $ 435,286 $ 163,294(21) $ 67,500 $23,474
-5-
<PAGE>
Marketing(19) 1996 $271,487 $146,526 $ 122,203(22) $ 50,625 $19,856
Jurgen Biehn 1998 $ 75,549 $ 26,445 $ 833,387(24) $ 61,606 $ 1,386
Former Chief Financial 1997 $262,338 $206,899 $ 89,322(25) $ 68,799 $18,674
Officer(23) 1996 $253,677 $169,739 $ 162,272(26) $ 66,210 $ 2,700
</TABLE>
- ---------------------
(1)The Company does not have any stock option or stock purchase plans, although
options to purchase Vishay stock were issued to certain executive officers under
the Vishay Intertechnology 1998 Stock Option Program. See "Options Granted
During Fiscal 1998" below. All Other Compensation includes Company contributions
to the individuals' respective Tax Deferred Savings Plan and Profit Sharing Plan
accounts, and payment by the Company of group term life insurance premiums on
their behalf. In 1998 these amounts were--Owyang: TDSP, $4,800; PSP, $4,913;
insurance, $1,386; Chang; TDSP, $4,500; PSP, $4,913; insurance, $1,386;
Meyerhoff: TDSP, $4,418; PSP, $4,898; insurance, $1,386; Yilmaz: TDSP, $4,800;
PSP, $4,913; insurance, $1,386; Cox: PSP, $4,913; Simmons: insurance, $1,386;
and Biehn: insurance, $1,386.
(2)Dr. Owyang became President and Chief Executive Officer in March 1998. Prior
to that he served as Executive Vice President.
(3)This amount includes $150,000 of forgiven real estate loans.
(4)This amount includes $180,000 of forgiven real estate loans and $97,801 paid
for reimbursement of income taxes attributable to certain employee benefits
received in 1997.
(5)This amount includes $50,364 paid for reimbursement of income taxes
attributable to certain employee benefits received in 1996 and $80,000 of
forgiven real estate loans.
(6)Mr. Kulle resigned from all positions with the Company in March 1998.
(7)This amount includes severance payments of $1,647,172.
(8)This amount includes $132,958 of compensation for accrued but unused vacation
time.
(9)This amount includes $160,000 of forgiven real estate loans and
$158,387 paid for reimbursement of income taxes attributable to certain employee
benefits received in 1997.
(10)This amount includes $60,629 paid for reimbursement of income taxes
attributable to certain employee benefits received in 1996.
(11)Dr. Chang became Executive Vice President in October 1998. Prior to that he
served as Senior Director, Worldwide Fab Operations.
(12)This amount includes $50,000 of a forgiven real estate loan.
(13)Mr. Meyerhoff became Senior Vice President and Chief Financial Officer in
September 1998. Prior to that he served as Senior Director and Corporate
Controller.
(14)This amount includes $15,000 of a forgiven loan.
(15)Dr. Yilmaz became Senior Vice President in October 1998. Prior to that he
served as Vice President and head of the Power MOS Business Unit.
(16)This amount includes $40,000 of a forgiven real estate loan.
(17)Mr. Cox joined the Company in April 1997.
(18)Other Annual Compensation includes amounts paid for car allowances,
reimbursement of certain medical expenses and income taxes, and other personal
benefits. In these cases, the amounts totaled less than the lesser of (i) 10% of
each officer's salary plus bonus for the year or (ii) $50,000.
(19)Mr. Simmons resigned from all positions with the Company in March 1998.
(20)This amount includes a severance payment of $751,869.
(21)This amount includes $90,000 of forgiven real estate loans and $53,098 paid
for reimbursement of income taxes attributable to certain employee benefits
received in 1997.
(22)This amount includes $60,000 for a forgiven real estate loan and $37,735
paid for reimbursement of income taxes attributable to certain employee benefits
received in 1996.
(23)Mr. Biehn resigned from all positions with the Company in April 1998.
(24)This amount includes a severance payment of $669,195.
(25)This amount includes $30,000 of forgiven real estate loans, $25,180 paid for
reimbursement of income taxes attributable to certain employee benefits received
in 1997 and $24,242 paid for reimbursement of children's education expenses.
(26)This amount includes $60,000 for a forgiven real estate loan and $41,322
paid for reimbursement of income taxes attributable to certain employee benefits
received in 1996.
-6-
<PAGE>
The Company's long-term incentive plan (the Key Professional Performance Unit
Plan) was terminated by the Board of Directors effective December 31, 1998; no
awards were granted under the Plan in the fiscal year then ended and none will
be granted in the future. The amounts shown for Long Term Compensation in the
Summary Compensation Table above reflect awards made for the 1996-1998 Plan
period as well as pro rata awards for the 1997-1999 and 1998-2000 Plan periods,
reflecting termination of the Plan prior to the end of these Plan periods.
Participation in the Key Professional Performance Unit Plan was limited to
certain key employees who were expected to have a substantial opportunity to
influence the performance of the Company. The Plan provided for cash bonuses to
be paid to the participants. The amount paid to any participant in the Plan was
a measure of the extent to which specified corporate objectives were achieved
over a three-year period, beginning in the year in which the award of
performance units was made. The corporate objectives consisted of the attainment
of goals relating to one or more of the following performance measures: (1)
bookings, (2) revenues, (3) earnings before taxes, (4) return on net assets, (5)
return on equity, (6) stockholder return and (7) net revenue per employee. The
Compensation Committee determined the target level of performance to be achieved
with respect to each performance goal in order for that performance goal to be
considered attained.
Options Granted During Fiscal 1998
- ----------------------------------
The following table summarizes the grants of options made to the Named
Executive Officers by Vishay to purchase Vishay's Common Stock in the fiscal
year ended December 31, 1998.
<TABLE>
<CAPTION>
Percent of Potential Realizable
Total Options Value after Ten Years
Granted to Assuming Annual
Number of Siliconix Appreciation of
Options Employees in Exercise Expiration Vishay Stock Price of
Name Granted Fiscal Year Price Date 5% 10%
---- ------- ----------- --------- ------- -----------------------
<S> <C> <C> <C> <C> <C>
King Owyang 12,000 12.9% $10.50 10/05/08 $79,200 $200,760
Richard J. Kulle 0 -- -- -- -- --
Mike Chang 6,000 6.5% $10.50 10/05/08 $39,600 $100,380
Jens Meyerhoff 6,000 6.5% $10.50 10/05/08 $39,600 $100,380
Hamza Yilmaz 6,000 6.5% $10.50 10/05/08 $39,600 $100,380
John Cox 0 -- -- -- -- --
G. Thomas Simmons 0 -- -- -- -- --
Jurgen Biehn 0 -- -- -- -- --
</TABLE>
-7-
<PAGE>
Option Exercises and Fiscal 1998 Year-End Values
- ------------------------------------------------
The following table shows, as to the Named Executive Officers, information
concerning the number and value of the stock options held by those persons at
December 31, 1998. No options were exercised during the fiscal year ended
December 31, 1998.
<TABLE>
<CAPTION>
Value of Value of
Number of Number of Unexercised Unexercised
Unexercised Unexercised Exercisable Unexercisable
Exercisable Unexercisable In-the-Money In-the-Money
Name Options Options Options Options
---- ------- ------- ------- -------
<S> <C> <C> <C> <C>
King Owyang 0 12,000 -- $48,000
Richard J. Kulle 0 0 -- --
Mike Chang 0 6,000 -- $24,000
Jens Meyerhoff 0 6,000 -- $24,000
Hamza Yilmaz 0 6,000 -- $24,000
John Cox 0 0 -- --
G. Thomas Simmons 0 0 -- --
Jurgen Biehn 0 0 -- --
</TABLE>
Directors' Compensation
During 1998, the Chairman of the Board received a $3,500 quarterly retainer plus
$1,500 for each directors' meeting attended, and each other non-employee
director received a $2,250 quarterly retainer plus $1,000 for each directors'
meeting attended. The Company reimburses directors who are not employees of the
Company or any affiliated corporation the expenses incurred by them in attending
Board and committee meetings.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors currently consists of the
entire Board of Directors, i.e., Messrs. King Owyang, Everett Arndt and Glyndwr
Smith and Ms. Lori Lipcaman. Dr. Owyang is the President and Chief Executive
Officer of the Company. Messrs. Arndt and Smith and Ms. Lipcaman are
non-employee directors. Prior to the acquisition of a controlling interest in
the Company by Vishay, the Compensation Committee consisted of Messrs. Richard
Kulle (then the President and CEO of the Company), Frank Maier and Robert Wehrli
(both of whom were non-employee directors).
-8-
<PAGE>
REPORT OF COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors consists of the entire
Board of Directors, i.e., Messrs. King Owyang, Everett Arndt and Glyndwr Smith
and Ms. Lori Lipcaman. Dr. Owyang is the only employee member of this Committee,
and he was excused from any discussion involving his own compensation or
benefits.
The responsibilities of the Compensation Committee are to:
o Establish salary levels for all executives of the Company
o Administer the Company's Key Professional Incentive Bonus Plan
o Administer the Company's Key Professional Performance Unit Plan
o Administer the Company's Qualified Retirement Plan
o Establish general wage increase targets for each fiscal year
o Recommend and/or approve all special bonuses or awards
The Compensation Committee met concurrently with each meeting of the full Board
in 1998.
Executive Compensation Generally
Executive compensation in 1998 was initially established and implemented by the
1997 Compensation Committee, which consisted of Messrs. Richard Kulle (then the
President and CEO of the Company), Frank Maier and Robert Wehrli (both of whom
were non-employee directors), all of whom have since resigned from the Board of
Directors in connection with the Vishay acquisition. In 1998, executives of the
Company were compensated by base salary and annual cash incentives (under the
Key Professional Incentive Bonus Plan, the Key Professional Performance Unit
Plan and otherwise), as well as other benefits generally offered to executives
by large corporations, such as car allowances and reimbursement of certain
expenses. The amount paid to any participant in the Key Professional Incentive
Bonus Plan was a measure of two annual performance components, (i) achievement
of corporate objectives, which consisted of several components and were
identical for all participants in the Plan, and (ii) achievement of personal
goals, which were unique for each individual participant. If a target objective
was not met, its influence on the awards to be made was eliminated and the bonus
pool was correspondingly reduced.
The amount paid to any participant in the Key Professional Performance Unit Plan
(which was terminated by the Board of Directors effective December 31, 1998)
depended on the achievement of corporate objectives over a three-year period.
These objectives consisted of several components. If a target objective was not
met, its influence on the awards to be made was eliminated and the bonus pool
was correspondingly reduced.
The Compensation Committee evaluated both Company and individual executive
performance against the Company's plan for the year and surveyed like industry
practices at each facility location. Performance against plan was the easiest
measure to use since the Company prepares a three-year plan each year. The
general Company performance, as well as individual performance,
-9-
<PAGE>
was used to establish relative contribution for each executive.
The more difficult task in determining executive compensation was determining
levels relative to like industry practices within the community. The Company
contracted with a local compensation consulting firm in order to determine low,
average and high compensation levels for each executive position. These relative
numbers included such factors as company location, company size, individual
responsibilities and other executive benefits. The consulting firm's report
included salaries, bonuses and total compensation for each measured period. This
report was then used by the Compensation Committee to determine appropriate
salary changes and bonuses for the current year. The report was used also to
inform the full Board of Directors of relative compensation levels.
Cash compensation has historically been the primary tool that the Company has
used to attract and hold outstanding executives. In 1998, Siliconix did not
maintain stock option or purchase plans of any kind. (In October 1998, however,
certain executive officers were granted options to purchase Vishay stock under
the Vishay Intertechnology 1998 Stock Option Program. See "Options Granted
During Fiscal 1998" above.) Since the Northern California community, in which
most of the Company's senior personnel are located, is very accustomed to
generous stock option plans, the Board of Directors as well as the Compensation
Committee determined that the Company maintain salaries and bonuses at the upper
end of community levels to permit Siliconix to retain its capable staff. The
Company's policy has historically been to pay its senior executives at no less
than the 75th percentile of compensation of comparable executives in the Silicon
Valley. The Company also on occasion has provided its executives with other
benefits such as (i) loans that may be forgiven in increments over a specified
number of years, provided that the executive remains employed by the Company
during that period and (ii) compensation for income taxes attributable to
certain employee benefits. See "Certain Transactions."
1998 Compensation of the President and CEO
Mr. Kulle's base salary for 1998 was determined by the 1997 Compensation
Committee largely in accordance with the principles described above. In 1997,
the Company achieved a 20% sales increase, to $321.6 million, and a 27% increase
in net income, to $33.0 million. These were the primary criteria used by the
Compensation Committee in determining Mr. Kulle's base salary for 1998. Based on
the foregoing, therefore, the Committee felt it was appropriate to compensate
Mr. Kulle at the upper end of base salary levels for Presidents and CEOs
generally, based upon the report of the Company's compensation consultants.
Mr. Kulle's bonuses under the Key Professional Incentive Bonus Plan and the Key
Professional Performance Unit Plan reflected 100% achievement of his personal
goals and 92% of the corporate objectives for 1998. The bonuses under the Plans
were determined in accordance with the formulas mandated thereby, and prorated
for the percentage of the entire year during which he was employed by the
Company.
-10-
<PAGE>
When Dr. Owyang became President and Chief Executive Officer in March 1998, his
compensation was determined using the same criteria. His bonuses under the Key
Professional Incentive Bonus Plan and the Key Professional Performance Unit Plan
also reflected 100% achievement of his personal goals and 92% of the corporate
objectives for 1998 and were determined in accordance with the formulas mandated
thereby.
Submitted by the
Compensation Committee:
King Owyang
Everett Arndt
Lori Lipcaman
Glyndwr Smith
STOCK PRICE PERFORMANCE GRAPH
The following graph shows a five-year comparison of cumulative total stockholder
returns, assuming reinvestment of dividends, for the Company, the S&P 500(R)
Index and the S&P(R) Technology Sector Index. The total stockholder return
assumes $100 invested on December 31, 1993 in Siliconix Common Stock, the S&P
500 Index and the S&P Technology Sector Index. Historic stock price performance
is not necessarily indicative of future stock price performance, and any
comparison or statement made in this analysis should not be considered a
recommendation or comment relative to the purchase or sale of the Company's
stock.
[graph inserted here]
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
Siliconix $100 $183 $548 $348 $637 $307
S&P 500(R) $100 $101 $139 $171 $229 $294
S&P(R) Tech-
nology Sector
Index $100 $117 $168 $236 $297 $514
-11-
<PAGE>
CERTAIN TRANSACTIONS
At December 31, 1997, the Company owed $34.57 million to Daimler-Benz Capital,
Inc., then an affiliated corporation. Subsequent to the acquisition of 80.4% of
the Company's outstanding Common Stock by Vishay in March 1998, this
indebtedness was assigned to Vishay. It bears interest at a floating rate equal
to Vishay's cost of funds, currently 6.25% per annum, and is due in 2001.
In April and May 1998, the Company borrowed $5,000,000 from Vishay for general
corporate purposes. The indebtedness bore interest at a floating rate based on
Vishay's cost of funds, currently 6.25% per annum, and was due in April 1999.
These loans were repaid using the revolving credit facility established
effective May 1998 described below.
Effective May 1998, the Company signed a Revolving Intercompany Promissory Note
payable to Vishay establishing a $35,000,000 revolving credit facility. Under
the Note, the Company may borrow up to $35,000,000 from time to time from Vishay
for general corporate purposes. Amounts borrowed bear interest at a floating
rate equal to Vishay's cost of funds, currently 6.25% per annum, and are due in
2000. There is currently no amount outstanding under the Note.
Effective May 1998, the Company borrowed $16,000,000 from Vishay. This purpose
of this loan was to enable Siliconix Technology C.V., an affiliated limited
partnership, to purchase 40% of the outstanding equity interest in Shanghai
Simconix Co. Ltd. ("Simconix") from the Shanghai Institute of Metallurgy.
Simconix is a joint venture between Siliconix and the Shanghai Institute of
Metallurgy that performs assembly and test services for Siliconix in Shanghai,
China. This indebtedness bore interest at a floating rate equal to Vishay's cost
of funds, currently 6.25% per annum. This indebtedness has been paid in full.
Dr. King Owyang, President and Chief Executive Officer, was indebted to the
Company in 1998 in the amount of $150,000, which was loaned to Dr. Owyang for
personal expenses. The loan bore interest at a floating rate that approximated
the Company's cost of money, currently 6.25% per annum, and was forgiven in full
in 1998. The maximum amount of this indebtedness since January 1, 1998 was
$150,000. Interest on this loan was also forgiven in 1998.
In January 1998, the Company reimbursed Dr. Owyang in the amount of $97,801 for
income taxes attributable to certain employee benefits received in 1997.
In 1997, the Company reimbursed Dr. Owyang in the amount of $50,364 for income
taxes attributable to certain employee benefits received in 1996.
At January 1, 1998, Richard Kulle, the former President and Chief Executive
Officer, was indebted to the Company in the amount of $660,000, which was loaned
to Mr. Kulle to assist him in the purchase of a home and for personal expenses.
The loans bear interest at a floating rate that approximates the Company's cost
of money, currently 6.25% per annum; the accrued interest is netted against
interest accruing on Mr. Kulle's deferred severance payments described below.
The maximum amount of this indebtedness since January 1, 1998 was $660,000, of
which $260,000 was forgiven in 1998, $100,000 was repaid in 1999 and $300,000
will be repaid in 2000.
In January 1998, the Company reimbursed Mr. Kulle in the amount of $158,387 for
income taxes attributable to certain employee benefits received in 1997.
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In 1997, the Company reimbursed Mr. Kulle in the amount of $60,629 for income
taxes attributable to certain employee benefits received in 1996.
In March 1998, Mr. Kulle resigned as President, Chief Executive Officer and a
director of the Company. Pursuant to an agreement among him, the Company and
Vishay, Mr. Kulle received payments aggregating $1,647,172 in March and April
1998 and $500,000 in March 1999. In March 2000, he will receive a final payment
of $779,603. The 1999 and 2000 payments bear interest at 6% per annum from March
1998 to the payment date. The $100,000 payment due to the Company from Mr. Kulle
in 1999 was and the $300,000 payment due to the Company from Mr. Kulle in 2000
(see above) will be netted against the foregoing payments. Of said payments to
Mr. Kulle, the amount of $1,279,603 was paid to him in consideration of a
non-competition and non-solicitation agreement, pursuant to which Mr. Kulle
agreed that for a period expiring in March 2000, he will not provide services in
any capacity to any person or entity that competes, directly or indirectly, with
the Company's March 1998 product line. There are some exceptions to these
restrictions, however, primarily that Mr. Kulle will have the right to, directly
or indirectly as an officer, director, employee, consultant or in any other
capacity with any person or entity, assemble, test, develop and manufacture any
products, and to assemble, test and manufacture for other persons or entities,
products that compete with the Company's March 1998 product line, provided that
Mr. Kulle or such person or entity with which Mr. Kulle is affiliated does not
market and sell any product which competes with the Company's March 1998 product
line directly to the market (OEM customers) or to distributors.
Dr. Mike Chang, Executive Vice President, is indebted to the Company in the
amount of $250,000, which was loaned to Dr. Chang to assist him in the purchase
of a home. The loan bears interest at the rate of 5.5% per annum and will be
forgiven at the rate of $50,000 per year in the years 1999-2003, provided that
Dr. Chang remains employed by the Company during that period. The maximum amount
of this indebtedness since January 1, 1998 was $300,000, of which $50,000 was
forgiven in 1998. Interest on this loan was also forgiven in 1998.
Dr. Hamza Yilmaz, Senior Vice President, is indebted to the Company in the
amount of $160,000, which was loaned to Dr. Yilmaz for personal expenses. The
loan bears interest at the rate of 5.5% per annum and will be forgiven at the
rate of $40,000 per year in the years 1999- 2002, provided that Dr. Yilmaz
remains employed by the Company during that period. The maximum amount of this
indebtedness since January 1, 1998 was $200,000, of which $40,000 was forgiven
in 1998. Interest on this loan was also forgiven in 1998.
In January 1998, the Company reimbursed G. Thomas Simmons, the former Vice
President, Marketing, in the amount of $53,098 for income taxes attributable to
certain employee benefits received in 1997. In 1997, the Company reimbursed Mr.
Simmons in the amount of $37,735 for income taxes attributable to certain
employee benefits received in 1996. In March 1998, Mr. Simmons resigned as Vice
President, Marketing of the Company. Mr. Simmons received a severance payment of
$751,869 in April 1998.
At January 1, 1998, Jurgen Biehn, the former Senior Vice President and Chief
Financial Officer, was indebted to the Company in the amount of $150,000, which
was loaned to Mr. Biehn to assist
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<PAGE>
him in the purchase of a home. The loan bore interest at a floating rate that
approximated the Company's cost of money, currently 6.25% per annum and was
forgiven in full in 1998. The maximum amount of this indebtedness since January
1, 1998 was $150,000. Interest on this loan was also forgiven in 1998. In
January 1998, the Company reimbursed Mr. Biehn in the amount of $25,180 for
income taxes attributable to certain employee benefits received in 1997. In
1997, the Company reimbursed Mr. Biehn in the amount of $41,322 for income taxes
attributable to certain employee benefits received in 1996. In April 1998, Mr.
Biehn resigned as Senior Vice President and Chief Financial Officer of the
Company. Mr. Biehn received a severance payment of $669,195 in April 1998.
PROPOSAL 2--RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors proposes the ratification by the stockholders at the
Annual Meeting of the accounting firm of Ernst & Young LLP ("Ernst & Young") as
independent public accountant for the fiscal year ending December 31, 1998. KPMG
Peat Marwick LLP ("KPMG") was the Company's independent public accountant for
the fiscal years ended December 31, 1997 and 1996 and had served as such since
the fiscal year ended December 31, 1991.
Vishay is required to consolidate the Company's financial statements with its
own and Vishay's public accounting firm is Ernst & Young. Therefore, effective
July 31, 1998, the Board of Directors selected Ernst & Young to replace KPMG as
the Company's independent public accountant. One or more representatives of
Ernst & Young are expected to be present at the Annual Meeting and will have the
opportunity to make a statement, if they so desire, and to respond to
appropriate questions from stockholders.
KPMG's audit reports on the Company's financial statements for the fiscal years
ended December 31, 1997 and 1996 did not contain an adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles. During fiscal 1996 and 1997 and the
subsequent interim period preceding this change, there were no disagreements
between the Company and KPMG on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedures which,
if not resolved to KPMG's satisfaction, would have caused them to make reference
to the subject of such disagreement in connection with their reports.
The Board of Directors recommends that the stockholders vote for the
ratification of the selection of Ernst & Young as independent public accountant
for the Company for the year ending December 31, 1998.
Stockholder ratification of the selection of Ernst & Young as the Company's
independent public accountant is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the selection of Ernst & Young to
the stockholders for ratification as a matter of good corporate practice. If the
stockholders fail to ratify the selection, the Board of Directors will
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<PAGE>
consider whether to retain that firm. Even if the selection is ratified, the
Board of Directors in its discretion may direct the appointment of a different
independent public accounting firm at any time during the year if it determines
that such a change would be in the best interests of the Company and its
stockholders.
The Board of Directors recommends a vote FOR Proposal 2.
STOCKHOLDER PROPOSALS
Stockholder proposals must be received by the Company at its principal offices
not later than December 26, 1999 in order for them to be considered for
inclusion in the Company's Proxy Statement with respect to the 2000 Annual
Meeting. No such proposals were received with respect to the 1999 Annual
Meeting.
COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934
Directors and executive officers are required to comply with section 16 of the
Securities Exchange Act of 1934 ("Exchange Act"), which requires generally that
such persons file reports on Form 4 with the Securities and Exchange Commission
on or before the tenth day of the month following any month in which they engage
in any transaction in the Company's Common Stock. All directors and executive
officers timely filed all required reports under section 16 of the exchange Act
with respect to transactions that occurred in the fiscal year ended December 31,
1998.
ANNUAL REPORT (FORM 10-K)
Upon receipt of a written request from any stockholder, the Company will provide
such stockholder, without charge, a copy of the Company's Annual Report to the
Securities and Exchange Commission on Form 10-K for the fiscal year ended
December 31, 1998, including the financial statements and the schedule thereto.
Stockholders desiring a copy of Form 10-K should send their written request to
the Secretary, Siliconix incorporated, 2201 Laurelwood Road, Santa Clara,
California 95054. If a stockholder making such a request is not a record owner
of the Company's Common Stock, the request of such stockholder must contain a
good-faith representation that, as of April 16, 1999, such stockholder was a
beneficial owner of Common Stock.
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<PAGE>
MISCELLANEOUS
The only business which the Board of Directors intends to present to the meeting
is the election of a Board of Directors for the ensuing year and the
ratification of the Company's accountants for the current year. The Board of
Directors is not aware at the time of solicitation of the enclosed proxy of any
other matter which may be presented for action at the meeting. In the event that
any other matter should come before the meeting for action, management will vote
the enclosed proxy in such manner as the named proxies determine in accordance
with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
DAVID M. ACHTERKIRCHEN
Secretary
April 30, 1999
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<PAGE>
SILICONIX INCORPORATED
ANNUAL MEETING OF STOCKHOLDERS
JUNE 2, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints and constitutes Everett Arndt and King Owyang,
or either of them, as proxies, each with full power of substitution, to
represent and to vote, as designated below, all shares of the Common Stock of
Siliconix incorporated held by the undersigned at the Annual Meeting of
Stockholders to be held on Wednesday, June 2, 1999, at 4:00 p.m., or at any
adjournment or adjournments thereof, for the following purposes, described in
the Proxy Statement dated April 30, 1999, accompanying the notice of said
meeting:
PLEASEMARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
Please mark your votes as indicated in this example [X]
1. ELECTION OF DIRECTORS.
WITHHOLD
FOR AUTHORITY to vote FOR
all nominees for all nominees all nominees except: _____________
[ ] [ ] [ ]
E. Arndt, L. Lipcaman, K. Owyang, G. Smith
2. RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
This proxy, when properly executed, will be voted in the manner directed hereby
by the undersigned stockholder. If no direction is made, the proxy will be voted
FOR Proposals 1 and 2. Receipt is hereby acknowledged of the Notice of Annual
Meeting of Stockholders and Proxy Statement dated April 30, 1999 and the Annual
Report for the year 1998.
<PAGE>
I plan to attend the meeting [ ]
I do not plan to attend the meeting [ ]
Signature(s) ___________________________ Dated ___________________, 1999
Please sign exactly as name appears above. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
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