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 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)
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(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:
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(5) Total fee paid:
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[ ] 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: __________________________________
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[Vishay Siliconix logo]
2201 Laurelwood Road
Santa Clara, California 95054
January 19, 2000
Dear Stockholder:
We are pleased to invite you to attend the 2000 Special 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, February 16, 2000, at 4:00 p.m. California time.
The enclosed Proxy Statement explains the items of business to come formally
before the meeting. At the meeting, we will discuss these items in more detail.
As a stockholder, it is in your best interest to express your views 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 Special Meeting of Stockholders -- February 16, 2000
TO THE STOCKHOLDERS OF SILICONIX INCORPORATED:
Notice is hereby given that a Special 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,
February 16, 2000 at 4:00 p.m. California time, for the following purposes:
1. To approve a three-for-one stock split of the Company's Common
Stock, whereby each outstanding share of the Company's Common Stock,
par value $0.01 per share, will be split into and become three
shares of Common Stock, par value $0.01 per share.
2. To approve a proposed amendment to the Company's Restated
Certificate of Incorporation to increase the number of authorized
shares of Common Stock, par value $0.01 per share, from 10,000,000
to 100,000,000.
3. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
January 12, 2000 has been fixed as the record date for the determination of
stockholders entitled to vote at the Special Meeting and to receive notice
thereof.
BY ORDER OF THE BOARD OF DIRECTORS
DAVID M. ACHTERKIRCHEN
Secretary
Santa Clara, California
January 19, 2000
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.
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PROXY STATEMENT
----------------
SPECIAL MEETING OF STOCKHOLDERS OF
SILICONIX INCORPORATED
February 16, 2000
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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 Special Meeting of Stockholders
on Wednesday, February 16, 2000, at 4:00 p.m., and at all adjournments thereof,
for the purposes set forth in the attached Notice of Special Meeting of
Stockholders. This Proxy Statement and the accompanying proxy are first being
distributed to stockholders on approximately January 19, 2000. 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, January 12, 2000, 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. 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.
<PAGE>
The "Company" and "Siliconix incorporated" refer to Siliconix incorporated, a
Delaware corporation, or the predecessor California corporation of the same
name.
SECURITY OWNERSHIP
The following table shows the amount of Common Stock of the Company beneficially
owned, as of January 12, 2000, 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.
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 January 12, 2000, by (i) each current director, (ii)
each current executive officer 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 0 0
Mike Chang 0 0
John Cox 0 0
Jens Meyerhoff 0 0
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Hamza Yilmaz 88 *
All directors and executive
officers as a group (eight persons) 2,675 *
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*Less than 1%.
PROPOSAL 1--THREE-FOR-ONE STOCK SPLIT
Of the Company's 9,959,680 shares outstanding, 8,010,000 are owned by Vishay
Intertechnology, Inc. Thus, the number of shares available for trading by the
public (the "float") is approximately 1.95 million shares. The Board of
Directors is proposing a three-for-one stock split to increase the float to
approximately 5.8 million shares.
The text of the resolution which is proposed to be approved is:
RESOLVED, that effective February 17, 2000, each outstanding share of
Common Stock, par value $0.01 per share, of the Company shall be split
into and shall become three shares of such Common Stock, par value
$0.01 per share.
The Board believes that splitting the Company's stock will provide several
benefits to the stockholders. First, the Board believes that trading in the
stock would become much more liquid, as there would be 3.9 million more shares
available for trading. As a result, the price of the stock should be much less
volatile. Second, the Board believes that the "spread" between the bid and asked
prices for the Company's stock would decrease as a result of the split, again
because of the additional shares available for trading. This would be
advantageous to stockholders both in purchasing and selling shares of the
Company's stock. In addition, the availability of an additional 3.9 million
shares for trading may make the stock more attractive to institutional
investors, many of which may have been deterred from taking a position in the
stock because of the small float.
Adoption of the proposal to effect a three-for-one split of the Common Stock of
the Company requires the affirmative vote of a majority of the outstanding
shares of the Company. If the proposal is approved, stockholders of record on
February 17, 2000 will be entitled to receive two additional shares of common
stock for each share of the Company's common stock held on that date. The
payment date for the additional shares will be February 28, 2000.
Proposal 1 cannot be adopted unless Proposal 2 is also adopted. The Board of
Directors recommends a vote FOR Proposal 1.
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<PAGE>
PROPOSAL 2--INCREASE IN AUTHORIZED NUMBER OF SHARES
Under the Company's Restated Certificate of Incorporation, there are currently
authorized for issuance 10 million shares of Common Stock, and there are
9,959,680 of such shares outstanding. Provided that Proposal 1 is approved,
there will be approximately 29.9 million shares of the Company's Common Stock
outstanding, so the number of authorized shares must be increased by 20 million
to cover the shares to be issued pursuant to the split. The Board of Directors
is proposing that the stockholders authorize approximately 70 million shares in
addition to those required to accommodate the three-for-one split, i.e., a total
of 100 million authorized shares.
The text of the resolution which is proposed to be approved is:
RESOLVED that Paragraph 4 of the Restated Certificate of Incorporation of
the Company is hereby amended to read in full as follows:
"4. The total number of shares of stock which the corporation shall have
authority to issue is one hundred million (100,000,000) and the par value
of each of such shares is one cent ($0.01)."
The Board believes that the availability of authorized but unissued shares of
Common Stock will provide the Company with the flexibility to issue shares for
proper corporate purposes which may be identified in the future, such as to
raise equity capital and to make acquisitions through the use of stock. The
Board has no immediate plans, understandings, agreements, or commitments of any
kind whatsoever to issue Common Stock for any purposes.
The Board also believes that the proposed authorization of 100 million shares of
Common Stock will make available sufficient Common Stock for use should the
Company decide to use its shares for one or more of such previously mentioned
purposes or otherwise. No additional action or authorization by the Company's
stockholders would be necessary prior to the issuance of such additional shares,
unless required by applicable law or the rules of any stock exchange or national
securities association trading system. The Company reserves the right to seek an
increase in authorized Common Stock from time to time in the future as
considered appropriate by the Board.
Under the Company's Restated Certificate of Incorporation, the Company's
stockholders do not have preemptive rights with respect to any of its shares.
Thus, should the Board elect to issue additional Common Stock, existing
stockholders would not have any preferential rights to purchase such shares. In
addition, if the Board elects to issue additional shares, such issuance could
have a dilutive effect on the earnings per share, voting power, and
stockholdings of current stockholders.
The proposed amendment to increase the number of authorized shares of Common
Stock could, under certain circumstances, have an anti-takeover effect, although
this is not the intention of this proposal. Assuming that additional shares of
Common Stock were issued in the future so that
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<PAGE>
Vishay's interest were decreased to considerably less than the current 80.4%,
then, in the event of a subsequent hostile attempt to take over control of the
Company, it may be possible for the Company to endeavor to impede the attempt by
issuing Common Stock, thereby diluting the voting power of the other outstanding
shares and increasing the potential cost to acquire control of the Company. The
amendment therefore may have the effect of discouraging unsolicited takeover
attempts. By potentially discouraging initiation of any such unsolicited
takeover attempt, the proposed amendment may limit the opportunity for the
Company's stockholders to dispose of their shares at the higher price generally
available in takeover attempts or that may be available under a merger proposal.
The proposed amendment may have the effect of permitting the Company's current
management, including the current Board of Directors, to retain its position,
and place it in a better position to resist changes that stockholders may wish
to make if they are dissatisfied with the conduct of the Company's business.
However, the Board is not aware of any attempt to take control of the Company
and the Board has not presented this proposal with the intent that it be
utilized as a type of anti-takeover device.
Adoption of the proposal to amend the Restated Certificate of Incorporation to
increase the number of authorized shares of Common Stock of the Company requires
the affirmative vote of a majority of the outstanding shares of the Company.
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, 2000 in order for them to be considered for
inclusion in the Company's Proxy Statement with respect to the 2001 Annual
Meeting. No such proposals were received with respect to the 2000 Annual
Meeting, to be held later this year.
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 January 12, 2000, 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 approval of the proposed three-for-one stock split and the increase of
the authorized number of shares of Common Stock. 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
January 19, 2000
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<PAGE>
SILICONIX INCORPORATED
SPECIAL MEETING OF STOCKHOLDERS
FEBRUARY 16, 2000
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 Special Meeting of
Stockholders to be held on Wednesday, February 16, 2000, at 4:00 p.m., or at any
adjournment or adjournments thereof, for the following purposes, described in
the Proxy Statement dated January 19, 2000, accompanying the notice of said
meeting:
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
Please mark your votes as indicated in this example [X]
1. THREE-FOR-ONE STOCK SPLIT
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. INCREASE IN AUTHORIZED SHARES OF COMMON STOCK FROM 10,000,000 TO
100,000,000
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
I plan to attend the meeting [ ]
I do not plan to attend the meeting [ ]
<PAGE>
Signature(s) ___________________________ Dated ___________________, 2000
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.
