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
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 Rule 14a-11(c) or Rule 14a-12
ALLIANCE SEMICONDUCTOR 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 transactions applies:
- - ----------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions 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:
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/ / Fee paid previously with preliminary materials:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[LOGO]
July 28, 1997
Dear Stockholder:
You are cordially invited to attend the Alliance Semiconductor Corporation
1997 Annual Meeting of Stockholders, which will be held at the Morgan Hill Room
of the Network Meeting Center at Techmart, 5201 Great America Parkway, Santa
Clara, California 95054 on Friday, September 5, 1997 at 10:00 a.m., local time.
At the Annual Meeting, you will be asked to elect four directors, approve
the appointment of Price Waterhouse LLP as the Company's independent accountants
for the current fiscal year, and to transact any other business as may properly
come before the meeting.
We hope you will be able to attend the Annual Meeting on September 5th for
a report on the status of the Company's business and performance during the
fiscal year ended March 29, 1997. There will be an opportunity for stockholders
to ask questions. Whether or not you plan to attend the meeting, please sign and
return the enclosed proxy card to ensure your representation at the meeting.
Very truly yours,
N. Damodar Reddy
President and Chief Executive
Officer
ALLIANCE SEMICONDUCTOR CORPORATION
<PAGE>
[LOGO]
ALLIANCE SEMICONDUCTOR CORPORATION
3099 North First Street
San Jose, California 95134-2006
NOTICE OF 1997 ANNUAL MEETING OF STOCKHOLDERS
To Our Stockholders:
Notice is hereby given that the 1997 Annual Meeting of Stockholders of
ALLIANCE SEMICONDUCTOR CORPORATION (the "Company") will be held at the Morgan
Hill Room of the Network Meeting Center at Techmart, 5201 Great America Parkway,
Santa Clara, California 95054 on Friday, September 5, 1997 at 10:00 a.m., local
time for the following purposes:
1. To elect four (4) directors of the Company to serve until the next Annual
Meeting of Stockholders or until their respective successors are elected
and qualified or until their earlier resignation, death or removal. The
Company's Board of Directors has nominated the following individuals to
serve: Sanford L. Kane, Jon B. Minnis, C.N. Reddy and N. Damodar Reddy.
2. To ratify the appointment of Price Waterhouse LLP as independent
accountants for the Company for the current fiscal year.
3. To transact any other business as may properly come before the meeting or
any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on July 25, 1997 are
entitled to notice of and to vote at the meeting and any adjournment or
postponement thereof.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE
URGED TO MARK, SIGN, DATE AND PROMPTLY MAIL THE ENCLOSED PROXY CARD IN THE
RETURN ENVELOPE PROVIDED SO THAT YOUR SHARES WILL BE REPRESENTED AT THE
ANNUAL MEETING. IF YOU SEND IN YOUR PROXY CARD AND THEN DECIDE TO ATTEND THE
ANNUAL 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,
C. N. REDDY
Senior Vice President - Engineering
and Operations, and Secretary
San Jose, California
July 28, 1997
<PAGE>
ALLIANCE SEMICONDUCTOR CORPORATION
3099 North First Street
San Jose, California 95134-2006
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
General
The accompanying proxy (the "Proxy") is solicited on behalf of the Board of
Directors of ALLIANCE SEMICONDUCTOR CORPORATION, a Delaware corporation
("Alliance" or the "Company"), for use at the 1997 Annual Meeting of
Stockholders of the Company to be held at the Morgan Hill Room of the Network
Meeting Center at Techmart, 5201 Great America Parkway, Santa Clara, California
95054 on Friday, September 5, 1997 at 10:00 a.m., local time (the "Annual
Meeting"). Only holders of record of the Company's Common Stock at the close of
business on July 25, 1997 (the "Record Date") will be entitled to vote. At the
close of business on that date, the Company had 39,076,097 shares of Common
Stock outstanding and entitled to vote at the Annual Meeting. A majority, or
19,538,049 of these shares, will constitute a quorum for the transaction of
business at the Annual Meeting. This Proxy Statement will be first mailed to
stockholders on or about August 11, 1997.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use either by delivering to the Company
(Attention: Gregory Barton) a written notice of revocation or a duly executed
proxy bearing a later date, or by attending the Annual Meeting and voting in
person. If a proxy is properly signed and not revoked, the shares it represents
will be voted in accordance with the instructions of the stockholder. If no
specific instructions are given, the shares will be voted FOR the election as
directors of all of the nominees described below ("Proposal No. 1"); and FOR
ratification of the appointment of Price Waterhouse LLP as the Company's
independent accountants for the fiscal year ending March 28, 1998 ("Proposal No.
2").
Voting and Solicitation
Holders of shares of Common Stock are entitled to one vote for each share
held as of the Record Date. Shares of Common Stock may not be voted
cumulatively. Votes cast by proxy or in person at the Annual Meeting will be
tabulated by the Inspector of Elections (the "Inspector") with the assistance of
the Company's transfer agent. The Inspector also will determine whether or not a
quorum is present. With regard to the election of directors, votes may be cast
in favor or withheld; votes that are withheld will be excluded entirely from the
vote and will have no effect. Abstentions may be specified on all proposals (but
not on the election of directors) and will be counted as present for purposes of
the item on which the abstention is noted. The aggregate number of votes
entitled to be cast by all stockholders present in person or represented by
proxy at the Annual Meeting, whether those stockholders vote "For," "Against,"
"Abstain" or give no instructions, will be counted for purposes of determining
the minimum number of affirmative votes required to approve the actions proposed
in Proposal No. 2, and the total number of shares cast "For" such proposal will
be counted for purposes of determining whether sufficient affirmative votes have
been cast. An abstention from voting on a matter by a stockholder present in
person or represented by proxy at the meeting has the same effect as a vote
"Against" the matter. In the event that a broker indicates on a Proxy that it
does not have discretionary authority to vote certain shares on a particular
matter, those shares will not be considered present and entitled to vote with
respect to that matter and will be considered a "broker non-vote."
Each nominee to serve on the Company's Board of Directors to be elected
must receive a plurality of the votes of the shares present in person or
represented by proxy at the Annual Meeting and entitled to vote on the election
of directors (provided a quorum is present). Votes "Withheld," as well as broker
non-votes, will not contribute to the number of votes required to elect a
director.
<PAGE>
Proposal No. 2 requires for approval the affirmative vote of a majority of
the outstanding shares of Common Stock of the Company present in person or by
proxy at the Annual Meeting and entitled to vote (provided a quorum is present).
Votes "Against" and "Abstain" will count toward the number of shares voted at
the Annual Meeting, but will not contribute toward the required number of votes
necessary to approve Proposal No. 2. Broker non-votes will not be counted toward
the number of shares voted at the Annual Meeting, either in determining whether
a quorum is present or in determining the number of affirmative votes necessary
to approve Proposal No. 2.
Unless otherwise instructed by the stockholder or described herein, each
Proxy validly returned in the form accompanying this Proxy Statement that is not
revoked will be voted in the election of directors "For" each of the nominees of
the Board of Directors, and "For" Proposal No. 2 described in this Proxy
Statement, and at the Proxy holder's discretion, on such other matters, if any,
that may come before the Annual Meeting (including any proposal to adjourn the
Annual Meeting).
The expenses of soliciting Proxies in the enclosed form will be paid by the
Company. Following the original mailing of the Proxy and other soliciting
materials, the Company will request brokers, custodians, nominees and other
record holders to forward copies of the Proxy and other soliciting materials to
persons for whom they hold shares of Common Stock and to request authority for
the exercise of Proxies. In such cases, the Company, upon the request of the
record holders, will reimburse such holders for their reasonable expenses.
Proxies may also be solicited by certain of the Company's directors, officers
and regular employees, without additional compensation, in person or by
telephone or telegram.
2
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
At the Annual Meeting, the stockholders shall elect four directors of the
Company to serve until the next annual meeting of stockholders and until their
successors have been elected or until their earlier resignation, death or
removal. The Board of Directors of the Company (the "Board" or "Board of
Directors") has nominated for election as directors each of the following
persons: Sanford L. Kane, Jon B. Minnis, C.N. Reddy and N. Damodar Reddy. Unless
otherwise instructed, the Proxy holders will vote the Proxies received by them
for the Company's nominees named below. Each of the nominees is currently a
director of the Company. Assuming a quorum is present, the four nominees for
election as directors who receive the greatest number of votes cast for the
election of directors at the Annual Meeting will become directors at the
conclusion of the tabulation of votes. In the event that any nominee is unable
or declines to serve as a director at the time of the Annual Meeting, the
Proxies will be voted for any nominee who shall be designated by the present
Board of Directors to fill the vacancy or the Board will be reduced in
accordance with the Bylaws of the Company. It is not expected that any nominee
will be unable, or will decline, to serve as a director.
<TABLE>
Directors/Nominees
The names of the current members of the Board, who are also the Company's
nominees for the Board, their ages as of July 28, 1997, and certain other
information about them, are set forth below:
<CAPTION>
Name of Nominee Director
and Director Age Principal Occupation Since
------------ --- -------------------- -----
<S> <C> <C> <C>
N. Damodar Reddy(1) 58 Chairman of the Board, Chief Executive Officer 1985
and President of the Company
C.N. Reddy 41 Senior Vice President - Engineering and 1985
Operations, and Secretary of the Company
Jon B. Minnis(1)(2)(3) 61 President of Milpitas Materials Company 1992
Sanford L. Kane(1)(2)(3) 55 President of Kane Concepts Incorporated 1993
<FN>
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
(3) Member of the Stock Benefit Committee.
</FN>
</TABLE>
N. Damodar Reddy and C.N. Reddy are brothers. There are no other family
relationships among any of the directors or executive officers of the Company.
N. Damodar Reddy co-founded the Company and has served as the Company's
Chairman of the Board, Chief Executive Officer and President from its inception
in February 1985. From September 1983 to February 1985, he served as President
and Chief Executive Officer of Modular Semiconductor, Inc., and from 1980 to
1983, he served as manager of Advanced CMOS Technology Development at Synertek,
Inc., a subsidiary of Honeywell, Inc. Prior to that time, Mr. Reddy held various
research and development and management positions at Four Phase Systems, a
subsidiary of Motorola, Inc., Fairchild Semiconductor and the RCA Technology
Center. He holds a M.S. degree in Electrical Engineering from North Dakota State
University and a M.B.A. from Santa Clara University.
C.N. Reddy co-founded the Company and served as the Company's Vice
President - Engineering from the Company's inception to May 1993, when he was
appointed Senior Vice President - Engineering and Operations of the Company.
From the Company's inception, Mr. Reddy has served as a director and the
Secretary of the Company. From 1984 to 1985, he served as Director of Memory
Products of Modular Semiconductor, Inc., and from 1983 to 1984, he served as
SRAM product line manager for Cypress Semiconductor Corporation. From 1980
3
<PAGE>
to 1983, Mr. Reddy served as a DRAM development manager for Texas Instruments,
Inc. and, before that, he was a design engineer with National Semiconductor
Corporation for two years. Mr. Reddy holds a M.S. degree in Electrical
Engineering from Utah State University. C.N. Reddy is named inventor of over 15
patents related to SRAM and DRAM designs.
Jon B. Minnis has served as a director of the Company since April 1992. For
more than the past 29 years, he has been President of Milpitas Materials
Company, a construction materials company. Mr. Minnis has also been involved in
venture capital investment activities for high technology companies.
Sanford L. Kane was elected to the Company's Board of Directors in June
1993. He currently serves as President of Kane Concepts Incorporated, a
consulting company. From January 1993 to April 1995, he served as Chairman and
Chief Executive Officer of Tower Semiconductor Ltd., a publicly held wafer
fabrication company. From October 1990 to January 1992, he was President and
Chief Executive Officer of PCO, Inc., a manufacturer of fiber optic electronic
products. From July 1989 to June 1990, he was President and Chief Executive
Officer of U.S. Memories, Inc., a joint venture that was intended to be a United
States manufacturer of semiconductor memory devices. Prior to July 1989, Mr.
Kane spent 27 years with IBM in various managerial and technical positions, most
recently as Vice President of Industry Operations - General Technology Division.
While at IBM, Mr. Kane served as a director of SEMATECH and the Semiconductor
Industry Association.
Meetings and Committees of the Board of Directors
Board of Directors. During the fiscal year ended March 29, 1997 ("fiscal
1997"), the Board of Directors met four and acted by unanimous written consent
six times. Each incumbent director attended all of the meetings of the Board of
Directors and of the committees of the Board on which he served.
The Board of Directors has delegated certain authority to designated
committees. Standing committees of the Board currently include an Audit
Committee, a Compensation Committee and a Stock Benefit Committee, the current
membership and duties of which are as set forth below. The Board does not have a
nominating committee or a committee performing the functions of a nominating
committee. Although there are no formal procedures for stockholders to nominate
persons to serve as directors, the Board will consider nominations from
stockholders, which should be addressed to the Company's Secretary at the
Company's address set forth above.
Audit Committee Compensation Committee Stock Benefit Committee
Sanford L. Kane Sanford L. Kane Sanford L. Kane
Jon B. Minnis Jon B. Minnis Jon B. Minnis
N. Damodar Reddy
Audit Committee. The Audit Committee consists of two directors and
exercises the following powers: (1) meets with the Company's independent
accountants to review the adequacy of the Company's internal control systems and
financial reporting procedures; (2) reviews the general scope of the Company's
annual audit and fees charged by the independent accountants; (3) reviews and
monitors the performance of non-audit services provided by the independent
accountants; and (4) reviews interested transactions between the Company and any
of its affiliates and any other matter to be passed upon by an audit committee
as a matter of law or pursuant to the rules and regulations of any stock
exchange or other securities market upon which the Company's securities may be
listed. The Audit Committee held two meetings in fiscal 1997.
Compensation Committee. The Compensation Committee consists of three
directors and sets all non-stock compensation for the Company's officers,
employees and service providers, other than directors, and met once and acted by
unanimous written consent once in fiscal 1997.
Stock Benefit Committee. The Stock Benefit Committee consists of two
directors and administers the Company's 1992 Stock Option Plan, 1993 Directors
Stock Option Plan, 1996 Employee Stock Purchase Plan and other stock benefit
plans for officers, employees and other service providers; however, the Stock
Benefit Committee
4
<PAGE>
does not administer discretionary stock benefit plans for directors. The Stock
Benefit Committee met once and acted by unanimous written consent forty-nine
times in fiscal 1997.
Directors' Compensation
Directors resident in California do not receive compensation for serving as
members of the Company's Board of Directors; directors resident outside
California receive a $5,000 fee for each meeting of the Company's Board of
Directors physically attended by such director (provided, however, that no such
director shall be paid more than $20,000 during any fiscal year). All directors
are reimbursed for expenses incurred attending meetings of the Board. Directors
Messrs. Minnis and Kane, the Company's two non-employee members of the Board of
Directors, were granted options to purchase 90,000 shares of Common Stock, each
with an exercise price of $1.33 (as adjusted to reflect two three-for-two
forward stock splits effected in the forms of one-for-two stock dividends by the
Company in January 1995 and July 1995, respectively), in fiscal 1994. Each of
these options vested in increments of 25% per year with the first such increment
vesting on the one-year anniversary of the date of its grant, and each is now
fully vested. The Company issued no options to directors in fiscal 1997.
On October 1, 1993, the Company adopted its 1993 Directors Stock Option
Plan, under which 900,000 shares of Common Stock (as adjusted to reflect two
three-for-two forward stock splits effected in the forms of one-for-two stock
dividends by the Company in January 1995 and July 1995, respectively) are
reserved for issuance. Under the 1993 Directors Stock Option Plan, independent
directors are entitled to a specified number of options to purchase shares of
Common Stock as a result of their appointment and subsequent service as
directors. No options have been granted pursuant to this Plan.
The Board of Directors recommends a vote FOR the election
of each of the nominated Directors.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT
OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed Price Waterhouse LLP as the Company's
independent accountants for the fiscal year ending March 28, 1998, and the
stockholders are being asked to ratify such appointment. Price Waterhouse LLP
has been engaged as the Company's independent accountants since the Company's
inception in 1985. Representatives of Price Waterhouse LLP are expected to be
present at the Annual Meeting, will be given an opportunity to make a statement
if they desire to do so, and are expected to be available to respond to
appropriate questions.
The Board of Directors recommends a vote FOR ratification
of the appointment of Price Waterhouse LLP as the Company's
independent accountants.
5
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY
Certain information concerning executive officers of the Company, including
their ages of July 28, 1997, is set forth below:
Name Age Position
---- --- --------
N. Damodar Reddy ........... 58 President and Chief Executive Officer
C.N. Reddy ................. 41 Senior Vice President-Engineering and
Operations
Charles Alvarez ............ 47 Vice President-Finance and
Administration, and Chief Financial
Officer
Gregory Barton ............. 35 Vice President-Corporate and Legal
Affairs, and General Counsel
Laurence Jordan ............ 53 Vice President-Operations
Phil Richards .............. 49 Vice President-Sales
Ritu Shrivastava ........... 46 Vice President-Technology Development
N. Damodar Reddy co-founded the Company and has served as the Company's
Chairman of the Board, Chief Executive Officer and President from its inception
in February 1985. From September 1983 to February 1985, he served as President
and Chief Executive Officer of Modular Semiconductor, Inc., and from 1980 to
1983, he served as manager of Advanced CMOS Technology Development at Synertek,
Inc., a subsidiary of Honeywell, Inc. Prior to that time, Mr. Reddy held various
research and development and management positions at Four Phase Systems, a
subsidiary of Motorola, Inc., Fairchild Semiconductor and the RCA Technology
Center. He holds a M.S. degree in Electrical Engineering from North Dakota State
University and a M.B.A. from Santa Clara University. Mr. Reddy is the brother of
C.N. Reddy.
C.N. Reddy co-founded the Company and served as the Company's Vice
President - Engineering from the Company's inception to May 1993, when he was
appointed Senior Vice President - Engineering and Operations of the Company.
From the Company's inception, Mr. Reddy has served as a director and the
Secretary of the Company. From 1984 to 1985, he served as Director of Memory
Products of Modular Semiconductor, Inc., and from 1983 to 1984, he served as
SRAM product line manager for Cypress Semiconductor Corporation. From 1980 to
1983, Mr. Reddy served as a DRAM development manager for Texas Instruments, Inc.
and, before that, he was a design engineer with National Semiconductor
Corporation for two years. Mr. Reddy holds a M.S. degree in Electrical
Engineering from Utah State University. C.N. Reddy is named inventor of over 15
patents related to SRAM and DRAM designs. Mr. Reddy is the brother of N. Damodar
Reddy.
Charles Alvarez joined the Company in 1997 as Vice President-Finance and
Administration, and Chief Financial Officer. Prior to joining Alliance, Mr.
Alvarez served more than seven years at LSI Logic Corp., most recently as
Director, Finance and Operations of the LSI Product Group. In this role, he was
responsible for the controllership of all five semiconductor product divisions,
execution of pricing strategies, and management of the finance operations of
these divisions. Prior to that, he served as Director, Finance and Operations of
the LSI Logic Microprocessor Group. Mr. Alvarez has also held various positions
at General Electric, where he served for more than twelve years. He holds a B.A.
and a M.A. degree in Business and Economics from San Francisco State University.
Gregory Barton joined the Company in 1995 as General Counsel and was
appointed Vice President-Corporate and Legal Affairs in 1996. From 1986 to 1993,
he was an associate in the New York office of the law
6
<PAGE>
firm Gibson, Dunn & Crutcher. Mr. Barton received a J.D. degree magna cum laude
from Harvard Law School, and a B.A. degree summa cum laude from Claremont
McKenna College.
Laurence Jordan joined the Company in June 1997 as Vice President -
Operations. From 1994 to 1996, he served as Director of Operations at Tseng
Labs, Inc., a graphics accelerator company, and from 1992 to 1993, he served as
Engineering Manager at Allegro Microsystems. Prior to that, Mr. Jordan has held
various positions at Zilog, California Devices, Mitel Semiconducteur, and Texas
Instruments. He holds a B.S. in Physics and B.A. in Mathematics from the
University of Texas.
Phil Richards joined the Company in June 1995 as Vice President-Sales. From
April 1989 through May 1995, Mr. Richards was President of Competitive
Technology, Inc., a manufacturers representative. From May 1988 through April
1989, he served as President of Motion Phone Technology, Inc., a company formed
to distribute a video telephone then under development. From July 1983 through
May 1988, he was President of Phase II Technology, Inc., a manufacturers
representative. Prior to 1983, he served in various sales and sales management
positions with Bager Electronics, Intel Corporation, American Microsystems and
Siliconix. He holds a B.S. degree in Electrical Engineering from San Jose State
University.
Ritu Shrivastava joined the Company in 1993 as Director of Nonvolatile
Memory Products and was appointed Vice President - Technology Development in
1995, with responsibility for SRAM, DRAM, Flash Memory and Graphics
technologies. Dr. Shrivastava was designated an executive officer of the Company
in July 1997. From 1983 to 1993, Dr. Shrivastava worked at Cypress
Semiconductor, in various positions. From 1980 to 1983, Dr. Shrivastava worked
at Mostek Corporation, and from 1977 to 1980, Dr. Shrivastava was on the faculty
of Electrical Engineering at Louisiana Statue University. Dr. Shrivastava holds
a Ph.D. in Electrical Engineering from Louisiana State University, a Masters and
Bachelors in Electrical Communication Engineering from the Indian Institute of
Science and a Bachelors in Physics from Jabalpur University. Dr. Shrivastava
holds five United States patents, has published numerous papers, and is a Senior
Member of the Institute of Electrical and Electronics Engineers.
7
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information that has been provided to the
Company with respect to beneficial ownership of shares of the Company's Common
Stock as of June 20, 1997 for (i) each person who is known by the Company to own
beneficially more than 5% of the outstanding shares of Common Stock, (ii) each
executive officer or former executive officer of the Company named in the
Summary Compensation Table, (iii) each director of the Company and (iv) all
directors and executive officers of the Company as a group.
Shares Beneficially Owned(1)(2)
--------------------------------
Name of Beneficial Owner Number Percent (%)
- - ------------------------ ------ -----------
C.N. Reddy(3) 8,213,750 20.6
N. Damodar Reddy(4) 8,205,150 20.5
State of Wisconsin Investment Board(5) 3,537,500 9.1
Jon B. Minnis(6) 1,125,000 2.9
Kamal Gunsagar(7) 248,382 *
Sanford L. Kane(8) 90,000 *
Phil Richards(9) 37,500 *
Gregory Barton(10) 20,839 *
All executive officers and directors (and the
former executive officer named in the Summary
Compensation Table) as a group (10 persons)(11) 18,012,807 43.8
* Less than 1%
(1) Unless otherwise noted, the Company believes that all persons named in the
table have sole voting and sole investment power with respect to all shares
of Common Stock shown in the table to be beneficially owned by them,
subject to community property laws where applicable.
(2) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within sixty (60) days upon the exercise of
options. Each stockholder's percentage ownership is determined by assuming
that options that are held by such person (but not those held by any other
person) and that are exercisable within sixty (60) days of June 20, 1997
have been exercised.
(3) Includes 105,000 shares held of record by C.N. Reddy Investments, Inc., of
which C.N. Reddy is the sole shareholder, and 900,000 shares subject to
options exercisable within sixty (60) days of June 20, 1997. The address of
C.N. Reddy is c/o Alliance Semiconductor Corporation, 3099 North First
Street, San Jose, California 95134.
(4) Includes 165,000 shares held of record by N.D.R. Investments, Inc., of
which N. Damodar Reddy is the sole shareholder, and 900,000 shares subject
to options exercisable within sixty (60) days of June 20, 1997. The address
of N. Damodar Reddy is c/o Alliance Semiconductor Corporation, 3099 North
First Street, San Jose, California 95134.
(5) Represents shares held as of December 31, 1996, as reported on Amendment
No. 1 to Schedule 13G filed by the State of Wisconsin Investment Board on
or about January 16, 1997. The address of the State of Wisconsin Investment
Board is P.O. Box 7842, Madison, Wisconsin 53707.
8
<PAGE>
(6) Includes 1,035,000 shares owned of record by Milpitas Materials Company, of
which Mr. Minnis is the President and a shareholder.
(7) Includes 22,500 shares subject to options exercisable within sixty (60)
days of June 20, 1997. Mr. Gunsagar resigned from the Company effective
June 1997.
(8) Represents shares subject to options exercisable within sixty (60) days of
June 20, 1997.
(9) Represents shares subject to options exercisable within sixty (60) days of
June 20, 1997.
(10) Includes 20,000 shares subject to options exercisable within sixty (60)
days of June 20, 1997.
(11) Includes 2,064,686 shares subject to options exercisable within sixty (60)
days of June 20, 1997.
9
<PAGE>
EXECUTIVE COMPENSATION
<TABLE>
The following table sets forth certain information concerning compensation
of (i) the Company's Chief Executive Officer, (ii) the four other most highly
compensated executive officers of the Company serving at March 29, 1997 (one of
whom has subsequently resigned), for the fiscal year ended March 29, 1997 and
each of the Company's past two fiscal years.
<CAPTION>
Summary Compensation Table
---------------------------------------- Long Term
Compensation
Awards
------
Annual Compensation
-------------------
Other Securities
Fiscal Bonus Compensation Underlying All Other
Name and Principal Position Year Salary ($) ($)(1) ($)(2) Option(s)(#)(3) Compensation
- - --------------------------- ---- ---------- ------ ------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
N. Damodar Reddy 1997 300,000 -- -- -- --
President and Chief 1996 286,745 -- -- -- --
Executive Officer 1995 249,043 -- 215,218 -- --
C.N. Reddy 1997 274,998 -- -- -- --
Senior Vice President - 1996 262,998 -- -- -- --
Engineering and Operations 1995 240,057 -- 152,085 -- --
Gregory Barton(4) 1997 138,000 57,579 -- 30,000 --
Vice President - Corporate 1996 100,923 11,000 -- 40,000 --
and Legal Affairs, and 1995 -- -- -- -- --
General Counsel
Kamal Gunsagar(5) 1997 145,000 -- -- -- --
Vice President - Contract 1996 133,293 -- -- 45,000 --
Manufacturing 1995 120,361 -- -- -- --
Phil Richards(6) 1997 142,000 68,023 -- -- --
Vice President - Sales 1996 108,433 26,750 -- 75,000 --
1995 -- -- -- -- --
<FN>
(1) Represents bonuses earned for services rendered during the fiscal year
listed, even if paid after the end of the fiscal year.
(2) Perquisites are excluded as their aggregate value did not meet the
reporting threshold of the lesser of $50,000 or ten per cent (10%) of the
individual's salary plus bonus. Represents compensation as a result of
reductions in the principal balance of loans from the Company.
(3) To the extent applicable, as adjusted to reflect the three-for-two forward
stock splits effected in the forms of one-for-two stock dividends by the
Company in January 1995 and July 1995, respectively. Reflects net options
granted (i.e., does not include options issued upon repricing, where same
number of options were canceled pursuant to the repricing).
(4) Mr. Barton joined the Company in May 1995.
(5) Mr. Gunsagar resigned from the Company effective June 1997.
(6) Mr. Richards joined the Company in June 1995.
</FN>
</TABLE>
10
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
The following table provides information concerning each grant of options
to purchase the Company's Common Stock made during the fiscal year 1997 to the
executive officers named in the Summary Compensation Table above, but excludes
options granted pursuant to the November 1996 repricing, which options are
described in a subsequent table.
<CAPTION>
Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Individual Grants Appreciation For Option
----------------- Term(1) ($)
------------
# of Securities % of Total Options
Underlying Granted to Employees Exercise Price Expiration
Name Options Granted in Fiscal Year(%)(3) Per Share ($)(2) Date 5% 10%
---- --------------- -------------------- ---------------- ----------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Gregory Barton 30,000(4) 2.88 7.25 10/2/02 73,971 167,815
Gregory Barton 839 * 6.1625 2/15/97(5) 1,027 1,141
Kamal Gunsagar 882 * 6.1625 2/15/97(5) 1,079 1,199
<FN>
* Less than 1%.
(1) The above information concerning five per cent (5%) and ten per cent (10%)
assumed annual rates of compounded stock price appreciation is mandated by
the Securities and Exchange Commission. There is no assurance provided to
any executive officer or to any other optionee that the actual stock price
appreciation over the option term will be at the assumed five per cent (5%)
and ten per cent (10%) levels set forth on the table or at any other
defined level. Unless the market price of the Common Stock of the Company
does in fact appreciate over the option term, no value will be realized
from the options grants made to the executive officers or to any other
optionee.
(2) The exercise price may be paid in cash or pursuant to a cashless exercise
procedure under which the optionee provides irrevocable instructions to a
brokerage firm to sell the purchased shares and to remit to the Company,
out of the sale proceeds, an amount equal to the exercise price.
(3) Reflects percentage of total options granted to employees in fiscal 1997,
net of shares canceled pursuant to the November 1996 repricing (a total of
955,738 shares were canceled pursuant to the November 1996 repricing).
(4) These options granted pursuant to the Company's 1992 Stock Option Plan are
exercisable as to twenty per cent (20%) of the shares underlying the
option, in five equal annual installments commencing one year from the date
of grant. Each of the reported options is an incentive stock option ("ISO")
to the extent it does not exceed applicable limits set by the tax laws. For
each option that exceeds such limits, the number of shares underlying the
option grant is allocated between two options, the first an ISO up to the
applicable limits set by the tax laws, and the second a non-statutory
option for the balance of the shares. In each case, vesting continues only
so long as employment with the Company or one of its subsidiaries (or in
the case of non-statutory stock option, one of the Company's affiliates)
continues.
(5) These options granted pursuant to the Company's 1996 Employee Stock
Purchase Plan were exercised automatically upon the purchase date of
2/15/97.
</FN>
</TABLE>
11
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
The following table sets forth information concerning shares acquired on
exercise of stock options during fiscal 1997 and the value of stock options held
at the end of fiscal 1997 by each of the executive officers named in the Summary
Compensation Table above.
<CAPTION>
Number of Securities Underlying Value of Unexercised
Unexercised Options In-The-Money Options
at Fiscal Year-End (#)(2) at Fiscal Year-End ($)(2)(3)
Shares ---------------------------- ----------------------------
Acquired On Value
Name Exercise (#) Realized ($)(1) Exercisable Unexercisable Exercisable Unexercisable
- - ---- ------------ --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
N. Damodar Reddy -- -- 675,000 225,000 4,515,480 1,505,160
C.N. Reddy -- -- 675,000 225,000 4,515,480 1,505,160
Gregory Barton 839(4) 1,332 -- 70,000 -- 78,441
Kamal Gunsagar(5) 882(4) 1,400 -- 45,000 -- 57,659
Phil Richards -- -- -- 75,000 -- 96,098
<FN>
(1) "Value Realized" represents the fair market value of the shares underlying
the option on the date of exercise based on the per share closing price of
the Company's Common Stock as reported on the Nasdaq National Market, less
the aggregate exercise price, and may not be realized upon the sale of the
shares underlying the option, and does not necessarily indicate that the
optionee sold such shares.
(2) Excludes options pursuant to the Company's 1996 Employee Stock Purchase
Plan for the purchase period in effect at 1997 fiscal year-end, as amount
of shares to be purchased and purchase price per share are not determinable
prior to August 15, 1997.
(3) These values have not been and may never be realized. They are based on the
difference between the respective exercise prices of outstanding stock
options and the closing price of the Company's Common Stock on March 28,
1997 of $8.15625 per share.
(4) Represents shares acquired pursuant to the Company's 1996 Employee Stock
Purchase Plan on February 15, 1997.
(5) Mr. Gunsagar resigned from the Company effective June 1997.
</FN>
</TABLE>
12
<PAGE>
OPTION REPRICINGS
<TABLE>
The following table sets forth information concerning the repricing or
amendment of options held by the Company's executive officers since the Company
completed its initial public offering in fiscal 1994:
<CAPTION>
Number of
Securities Length of
Underlying Market Price of Exercise Price Original Option
Options Stock at Time of at Time of Term at Date of
Name and Principal Repriced or Repricing or Repricing or New Exercise Repricing or
Position Date Amended (#) Amendment ($) Amendment($) Price ($) Amendment
- - -------- ---- ----------- ------------- ------------ --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Gregory Barton 11/12/96 40,000 6.875 10.625 6.875 3 years, 200 days
Vice President - 1/26/96 40,000 10.625 28.667 10.625 4 years, 125 days
Corporate and
Legal Affairs, and
General Counsel(1)
Kamal Gunsagar 11/12/96 45,000 6.875 10.625 6.875 3 years, 178 days
Vice President - 1/26/96 45,000 10.625 25.833 10.625 4 years, 104 days
Contract
Manufacturing(2)
Phil Richards 11/12/96 75,000 6.875 10.625 6.875 3 years, 213 days
Vice President - 1/26/96 75,000 10.625 28.333 10.625 4 years, 138 days
Sales
<FN>
(1) Mr. Barton was appointed Vice President - Corporate and Legal Affairs in
September 1996.
(2) Mr. Gunsagar resigned from the Company effective June 1997.
</FN>
</TABLE>
13
<PAGE>
CERTAIN TRANSACTIONS
In October 1995, the Company loaned Phil Richards $155,000, and Mr.
Richards executed a promissory note in favor of the Company with respect to this
loan. Pursuant to the note, Mr. Richards agreed to repay the principal in five
equal annual installments, together with interest at a rate of seven per cent
(7%) per annum, commencing October 1996. In October 1996, the Company forgave
approximately $73,000 of Mr. Richards' indebtedness, to offset certain
relocation expenses that Mr. Richards had incurred in connection with his
employment with the Company. The amounts forgiven were applied first to accrued
and unpaid interest, and then to the principal under Mr. Richards' note. In
October 1996, Mr. Richards executed a new promissory note in favor of the
Company in the principal amount of $95,800. Pursuant to this note, Mr. Richards
agreed to repay the principal in four equal annual installments, together with
interest at a rate of seven per cent (7%) per annum, commencing October 1997. If
Mr. Richards' employment with the Company ceases, any unpaid principal plus
accrued interest shall become immediately due and payable. No payments have been
due or made to date with respect to this note, and to date the largest amount of
aggregate indebtedness under this note is $101,128.
In July 1996, the Company loaned Kamal Gunsagar, the Company's Vice
President - Contract Manufacturing, $350,000. Mr. Gunsagar has executed a
promissory note in favor of the Company with respect to this loan. Pursuant to
the promissory note, Mr. Gunsagar agreed to pay the Company the following
portions of principal, plus interest at the rate of six and four one-hundredths
per cent (6.04%) per annum, on the following dates: $100,000 on October 1, 1996;
and $62,500 on each of July 1, 1997, January 1, 1998, July 1, 1998 and January
1, 1999. Mr. Gunsagar resigned his employment with the Company effective June
1997, and the principal balance of the note, together with accrued interest,
became immediately due and payable. In 1997, Mr. Gunsagar paid the Company an
aggregate of $285,074, which was applied first to accrued and unpaid interest,
and next to the principal balance. The remaining balance of the note will be
repaid through the cancellation of certain expense report items submitted to the
Company by Mr. Gunsager, subject to audit of such items by the Company. The
largest aggregate indebtedness under the note prior to the repayments was
$369,402.
14
<PAGE>
REPORT ON EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended (the "Securities
Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act")
that might incorporate future filings, including this Proxy Statement, in whole
or in part, this section entitled "Report on Executive Compensation" shall not
be incorporated by reference into any such filings or into any future filings,
and shall not be deemed soliciting material or filed under the Securities Act or
Exchange Act.
Report of Compensation Committee and Stock Benefit Committee
The Compensation Committee of the Board of Directors sets the base salary
of the Company's executive officers and approves individual bonuses for
executive officers. The Stock Benefit Committee of the Board of Directors
administers the Company's 1992 Stock Option Plan and 1996 Employee Stock
Purchase Plan under which grants may be made to executive officers and others.
The following is a summary of policies of the Compensation Committee and Stock
Benefit Committee that affect the compensation paid to executive officers, as
reflected in the tables and text set forth elsewhere in this Proxy Statement.
GENERAL COMPENSATION POLICY. The Compensation Committee and Stock Benefit
Committee's overall policies with respect to executive officers is to offer
competitive compensation opportunities for such persons based upon their
personal performance, the financial performance of the Company and their
contribution to that performance. Each executive officer's compensation package
is comprised of three elements: (i) base salary that reflects individual
performance and is designed primarily to be competitive with salary levels in
the industry, (ii) stock-based incentive awards designed to strengthen the
mutuality of interests between the executive officers and the Company's
stockholders, and (iii) for executive officers in the sales and marketing
functions, and for other executive officers in certain other circumstances,
annual or quarterly cash bonuses related to the performance of the Company for
such executive officer's functional area. In addition, from time the time the
Company has forgiven certain debt obligations of executive officers to the
Company.
FACTORS. Several important factors considered in establishing the
components of each executive officer's compensation package for the 1997 fiscal
year are summarized below. Additional factors were taken into account to a
lesser degree. The Compensation Committee and Stock Benefit Committee may in
their discretion apply entirely different factors, such as different measures of
financial performance, for future fiscal years. However, it is presently
contemplated that all compensation decisions will be designed to further the
overall compensation policy described above.
* Base Salary. The base salary for each executive officer is set on the
basis of personal performance, the salary levels in effect for comparable
positions in similarly situated companies within the semiconductor industry, and
internal comparability considerations. The Compensation Committee believes that
the Company's most direct competitors for executive talent are not limited to
the companies that the Company would use in a comparison for stockholder
returns. Therefore, the compensation comparison group is not the same as the
industry group index used in the section "Comparison of Stockholder Return,"
below.
* Stock-Based Incentive Compensation. The Stock Benefit Committee approves
periodic grants of stock options to each of the Company's executive officers and
others under the Company's 1992 Stock Option Plan and administers the Company's
1996 Employee Stock Purchase Plan. The grants under these plans are designed to
align the interests of the optionees with those of the stockholders and provide
each individual with a significant incentive to manage the Company from the
perspective of an owner with an equity stake in the business. Moreover, vesting
schedules of options granted pursuant to the 1992 Stock Option Plan
(historically four or five years from the date of grant) encourage a long-term
commitment to the Company by its executive officers and other optionees. Each
grant pursuant to the 1992 Stock Option Plan generally allows the optionee to
acquire shares of the Company's Common Stock at a fixed price per share (the
fair market value on the grant date) over a specified period of time
(historically, up to one year after full vesting), thus providing a return to
the optionee only if the market price of the shares appreciates over the option
term. The size of the option grant pursuant to the 1992 Stock Option Plan to
each optionee is set at a level that the Stock Benefit Committee deems
appropriate in order to create a meaningful
15
<PAGE>
opportunity for stock ownership based upon the individual's current position
with the Company, but also takes into account the individual's potential for
future responsibility and promotion over the option vesting period, and the
individual's performance in recent periods. The Stock Benefit Committee
periodically reviews the number of shares owned by, or subject to options held
by, each executive officer, and additional awards are considered based upon past
performance of the executive officer. The 1996 Employee Stock Purchase Plan
affords Company employees (other than owners of 5% or more of the Company's
securities) the opportunity to purchase Company Common Stock twice a year at a
discount to the market value on the date of purchase, by utilizing funds that
have been withheld from the employee's payroll during the preceding six-month
period (employees may elect to have up to 10% of their payroll withheld for such
purpose).
* Annual or Quarterly Cash Bonuses. Other than with respect to executive
officers engaged in the sales and marketing functions, the Company historically
has not had a formal cash bonus program for executive officers, although cash
bonuses have been paid from time to time in the past to selected executive
officers in recognition of superior individual performance. For fiscal 1997,
Messrs. Agrawal and Richards received bonuses based upon the Company's
achievement of certain sales milestones, and Mr. Barton received a bonus based
upon individual performance. None of the other executive officers of the Company
earned bonuses during fiscal 1997.
CEO COMPENSATION. In setting the compensation payable during fiscal 1997 to
the Company's Chief Executive Officer, N. Damodar Reddy, the Compensation
Committee used the same factors described above for the executive officers. Mr.
Reddy was not issued any stock-based incentive compensation and did not earn a
bonus during fiscal 1997.
EFFECT OF SECTION 162(m) OF THE INTERNAL REVENUE CODE. Section 162(m) of
the U.S. Internal Revenue Code limits the tax deductibility by a corporation of
compensation in excess of $1 million paid to any of its five most highly
compensated executive officers. However, compensation which qualifies as
"performance-based" is excluded from the $1 million limit if, among other
requirements, the compensation is payable only upon attainment of
pre-established, objective performance goals under a plan approved by
stockholders.
The Compensation Committee does not presently expect total cash
compensation payable for salaries to exceed the $1 million limit for any
individual executive. Having considered the requirements of Section 162(m), the
Compensation Committee believes that stock option grants to date meet the
requirement that such grants be "performance based" and are, therefore, exempt
from the limitations on deductibility. The Compensation Committee will continue
to monitor the compensation levels potentially payable under the Company's cash
compensation programs, but intends to retain the flexibility necessary to
provide total cash compensation in line with competitive practice, the Company's
compensation philosophy, and the Company's best interests.
Submitted by the Compensation Committee and the Stock Benefit Committee of
the Company's Board of Directors:
Compensation Committee Stock Benefit Committee
N. Damodar Reddy, Chairman Jon B. Minnis, Chairman
Jon B. Minnis, Member Sanford L. Kane, Member
Sanford L. Kane, Member
16
<PAGE>
Stock Benefit Committee Report on Repriced Options
In November 1996, the Stock Benefit Committee determined that it was in the
best interests of the Company to offer to cancel and replace the then-existing
stock option grants to the optionees with exercise prices in excess of the
then-current fair market value of the Company's Common Stock. Given the
substantial decline in fair market value of the Company's Common Stock in the
months leading up to November 1996, and the fact that many of the Company's
employees had commenced work at the Company during those months or were holding
options that had been repriced during the previous fiscal year, a large number
of the Company's employees held stock option grants, before the November 1996
repricing, with exercise prices substantially in excess of the fair market value
of the Company's Common Stock in November 1996.
The objectives of the Company's 1992 Stock Option Plan (the "Stock Option
Plan") are to promote the interests of the Company by providing employees,
officers, directors, and certain consultants, independent contractors and
advisors an incentive to acquire a proprietary interest in the Company and to
render or continue to render services to the Company. It was the view of the
Stock Benefit Committee that stock options outstanding in November 1996 with
exercise prices substantially above the then-current fair market value of the
Company's Common Stock did not provide sufficient equity incentive to the
optionees. The Stock Benefit Committee thus concluded that such option grants
failed to further the objectives of the Stock Option Plan, and should be
canceled and replaced. In the opinion of the Stock Benefit Committee, the
long-term best interests of the Company and all of its stockholders were clearly
served by the retention and motivation of the optionees who remained at the
Company.
In this context, the Stock Benefit Committee decided that effective
November 12, 1996 (the "Grant Date"), the optionees who remained at the Company
and held stock options with exercise prices in excess of the fair market value
of the Company's Common Stock as of the Grant Date (other than employees holding
options that had been granted within four months of the Grant Date) could
receive a one-for-one replacement of their then-existing unexercised stock
options with new options with an exercise price of $6.875 per share, the fair
market value of the Company's Common Stock as of the Grant Date. The new
lower-priced options had the same term as the original options, but were subject
to a delayed exercise schedule as follows: no options could be exercised until
May 12, 1997, after which time, the original exercise schedule would resume. For
certain employees, certain other terms of the new options were different from
the old; for example, the new options must be exercised, if at all, within a
shorter period of time following an optionee's cessation of employment (for
other employees, their old options already contained such terms). Included in
the repricing actions were options held by certain of the Company's executive
officers. It is the opinion of the Stock Benefit Committee that the repricing
program furthered the objectives of building employee morale and providing
strengthened incentives for the Company's optionees.
Submitted by the Stock Benefit Committee of the Company's Board of
Directors:
Jon B. Minnis, Chairman
Sanford L. Kane, Member
Employment Contracts and Termination of Employment Arrangements
The Company presently has no employment contracts, plans or arrangements in
effect for executive officers in connection with their resignation, retirement
or termination of employment or following a change in control or ownership of
the Company.
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee, are Messrs. Sanford L. Kane, Jon
B. Minnis and N. Damodar Reddy. The members of the Stock Benefit Committee are
Messrs. Kane and Minnis. Neither Mr. Kane nor Mr. Minnis was at any time during
fiscal 1997 or any other time an officer or employee of the Company. Mr. Reddy
has been President and Chief Executive Officer of the Company, and Chairman of
the Company's Board of Directors, since the Company's founding in 1985.
17
<PAGE>
COMPARISON OF STOCKHOLDER RETURN
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act or the Exchange Act that might
incorporate future filings, including this Proxy Statement, in whole or in part,
this section entitled "Comparison of Stockholder Return" shall not be
incorporated by reference into any such filings or into any future filings, and
shall not be deemed soliciting material or filed under the Securities Act or
Exchange Act.
The graph below compares the cumulative stockholder return on the Company's
Common Stock from the date of the Company's initial public offering (November
30, 1993) to March 29, 1997 with the cumulative return on the Nasdaq Stock
Market (U.S.) Index and the Nasdaq Electronic Component Stock Index over the
same period (assuming the investment of $100 in the Company's Common Stock and
in each of the indexes on November 30, 1993 and reinvestment of all dividends).
[The following descriptive data is supplied in accordance with Rule 304(d) of
Regulation S-T]
Comparison of Cumulative Total Return
11/30/93 3/31/94 3/31/95 3/31/96 3/31/97
-------- ------- ------- ------- -------
Alliance Semiconductor 100 159.4 796.9 270.7 228.5
Corporation
Nasdaq Stock Market 100 98.5 109.5 148.7 165.4
(U.S.) Index
Nasdaq Electronic 100 108.6 142.0 186.8 327.6
Component Stock Index
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than 10% of the Company's Common
Stock ("10% Stockholders"), to file with the Securities and Exchange Commission
("SEC") initial reports of ownership on a Form 3 and reports of changes in
ownership of Common Stock and other equity securities of the Company on a Form 4
or Form 5. Officers, directors and 10% Stockholders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during fiscal 1997 all Section 16(a) filing requirements
applicable to its officers, directors, and 10% Stockholders were complied with,
except that Gregory Barton filed his initial report on Form 3 approximately ten
days late.
18
<PAGE>
STOCKHOLDER PROPOSALS
Stockholder proposals that are intended to be presented at the Company's
1998 Annual Meeting of Stockholders must be received by the Company no later
than April 23, 1998.
OTHER BUSINESS
The Board of Directors does not presently intend to bring any other
business before the Annual Meeting and, so far as is known to the Board, no
matters are to be brought before the Annual Meeting except as specified in the
notice of such meeting. As to any business that may properly come before the
Annual Meeting, or any adjournment thereof, however, it is intended that
Proxies, in the form enclosed, will be voted in accordance with the judgment of
the persons voting such Proxies.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO
SIGN AND PROMPTLY MAIL THE ENCLOSED PROXY IN THE RETURN
ENVELOPE PROVIDED SO THAT YOUR SHARES WILL BE
REPRESENTED AT THE MEETING.
By Order of the Board of Directors,
C.N. REDDY
Senior Vice President - Engineering and
Operations, and Secretary
19
<PAGE>
APPENDIX A
ALLIANCE SEMICONDUCTOR CORPORATION
PROXY FOR 1997 ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 5, 1997
THIS PROXY IS SOLICITED ON BEHALF OF ALLIANCE SEMICONDUCTOR CORPORATION'S
BOARD OF DIRECTORS
The undersigned hereby appoints N. Damodar Reddy and C. N. Reddy, or either
of them, proxies and attorneys-in-fact, each with full power of substitution and
revocation thereof, on behalf of and in the name of the undersigned, to
represent the undersigned at the 1997 Annual Meeting of Stockholders of Alliance
Semiconductor Corporation (the "Company") to be held at the Morgan Hill Room of
the Network Meeting Center at Techmart, 5201 Great America Parkway, Santa Clara,
California 95054, on Friday, September 5, 1997 at 10:00 a.m., local time, and at
any adjournments or postponements thereof, and to vote the number of shares the
undersigned would be entitled to vote if personally present at the meeting as
directed on the reverse side of this proxy, and, in their discretion, upon such
other matters as may properly come before the meeting or any adjournments or
postponements thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
AND WILL BE VOTED AS DIRECTED ON THE REVERSE SIDE OF THIS PROXY. IN THE ABSENCE
OF DIRECTION, THIS PROXY WILL BE VOTED FOR THE FOUR NOMINEES FOR ELECTION AND
FOR PROPOSAL 2. In their discretion, the proxy holders named above are
authorized to vote upon such other business as may properly come before the
meeting or any adjourments or postponements thereof to the extent authorized by
Rule 14a-4(c) promulgated by the Securities and Exchange Commission. The Board
of Directors recommends a vote for election of each of the four nominees and for
Proposal 2. The undersigned hereby acknowledges receipt of: (a) the Notice of
1997 Annual Meeting of Stockholders of the Company; (b) the accompanying Proxy
Statement; and (c) the Annual Report to Stockholders for the fiscal year ended
March 29, 1997.
(CONTINUED ON THE OTHER SIDE)
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
[ X ] Please mark
your votes as
in this example
WITHHOLD
FOR ALL FOR ALL
NOMINEES BELOW NOMINEES BELOW
(except as indicated) (except as indicated)
1. ELECTION OF DIRECTORS [ ] [ ]
(The Board recommends a vote "FOR"
all nominees listed below)
Sanford L. Kane, Jon B. Minnis, C. N. Reddy and N. Damodar Reddy.
(If you wish to withhold authority to vote for any individual nominee,
strike through the nominee's name above.)
I PLAN TO ATTEND THE MEETING [ ]
2. RATIFICATION OF APPOINTMENT OF PRICE FOR AGAINST ABSTAIN
WATERHOUSE LLP AS THE COMPANY'S INDEPENDENT [ ] [ ] [ ]
ACCOUNTANTS (The Board recommends a vote "FOR").
Please sign exactly as your name(s) appears on your stock certificate. If shares of stock stand of record in the names
of two or more persons or in the name of husband and wife, whether as joint tenants or otherwise, both or all of such
persons should sign the proxy. If shares of stock are held of record by a corporation, the proxy should be executed in
full corporate name by the president or vice president and the secretary or assistant secretary. If shares of stock are
held of record by a partnership, the proxy should be executed in partnership name by an authorized person. Executors or
administrators or other fiduciaries who execute the above proxy for a deceased stockholder should give their full title.
Please date this proxy.
WHETHER OR NOTE YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO SIGN AND PROMPTLY MAIL THIS PROXY IN THE
RETURN ENVELOPE PROVIDED SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.
Signature(s) _____________________________________________________ Dated: _____________________, 1997
PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE WHICH IS POSTAGE PREPAID IF MAILED IN
THE UNITED STATES.
</TABLE>
