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
[X] Definitive Proxy Statement Commission Only (as permitted by
[ ] Definitive Additional Materials Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
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 transaction 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:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>
[ALLIANCE SEMICONDUCTOR CORPORATION LOGO]
July 24, 1998
Dear Stockholder:
You are cordially invited to attend the Alliance Semiconductor
Corporation 1998 Annual Meeting of Stockholders, which will be held at the
Network Meeting Center at Techmart, 5201 Great America Parkway, Santa Clara,
California 95054 on Thursday, September 3, 1998 at 10:00 a.m., local time.
At the Annual Meeting, you will be asked to elect four
directors, approve the appointment of PricewaterhouseCoopers 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 3rd for a report on the status of the Company's business and
performance during the fiscal year ended March 28, 1998. 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,
/s/ N. Damodar Reddy
N. Damodar Reddy
President and Chief Executive Officer
ALLIANCE SEMICONDUCTOR CORPORATION
<PAGE>
[ALLIANCE SEMICONDUCTOR CORPORATION LOGO]
ALLIANCE SEMICONDUCTOR CORPORATION
3099 North First Street
San Jose, California 95134-2006
NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS
To Our Stockholders:
Notice is hereby given that the 1998 Annual Meeting of Stockholders of
ALLIANCE SEMICONDUCTOR CORPORATION (the "Company") will be held at the Network
Meeting Center at Techmart, 5201 Great America Parkway, Santa Clara, California
95054 on Thursday, September 3, 1998 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 PricewaterhouseCoopers 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 22, 1998
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,
/s/ C. N. Reddy
C. N. REDDY
Executive Vice President, Chief
Operating Officer and Secretary
San Jose, California
July 24, 1998
<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 1998 Annual Meeting of
Stockholders of the Company to be held at the Network Meeting Center at
Techmart, 5201 Great America Parkway, Santa Clara, California 95054 on Thursday,
September 3, 1998 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 22,
1998 (the "Record Date") will be entitled to vote. At the close of business on
that date, the Company had 41,434,842 shares of Common Stock outstanding and
entitled to vote at the Annual Meeting. A majority, or 20,717,422 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 12, 1998.
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: General Counsel) 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"); FOR
ratification of the appointment of PricewaterhouseCoopers LLP as the Company's
independent accountants for the fiscal year ending April 3, 1999 ("Proposal No.
2"); and as voted by the Proxy holders in connection with any other business as
may properly come before the meeting or any adjournment thereof.
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 or in any business other than Proposals 1 and 2 that may
properly come before the meeting or any adjournment thereof, 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 holders' 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 or
regular employees, without additional compensation, in person or by telephone or
telecopy.
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.
Directors/Nominees
<TABLE>
The names of the current members of the Board, who are also the
Company's nominees for the Board, their ages as of July 24, 1998, 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) 59 Chairman of the Board, Chief Executive Officer 1985
and President of the Company
C.N. Reddy 42 Executive Vice President, Chief Operating 1985
Officer and Secretary of the Company
Jon B. Minnis (1) (2) (3) 62 President of Milpitas Materials Company 1992
Sanford L. Kane (1) (2) (3) 56 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 is the co-founder of the Company and has served as the
Company's Chairman of the Board, Chief Executive Officer and President from its
inception in February 1985. In June 1998, after the resignation of the Company's
Chief Financial Officer, Mr. Reddy was appointed Chief Financial Officer until a
replacement is named. From September 1983 to February 1985, Mr. Reddy 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 RCA
Technology Center. He holds an M.S. degree in Electrical Engineering from North
Dakota State University and a M.B.A. from Santa Clara University.
C.N. Reddy is the co-founder of the Company and has served as the
Company's Secretary and director since its inception in February 1985. Beginning
February 1985, Mr. Reddy served as the Company's Vice President - Engineering.
In May 1993, he was appointed Senior Vice President - Engineering and Operations
of the
3
<PAGE>
Company. In December 1997, he was appointed Executive Vice President and Chief
Operating Officer. From 1984 to 1985, he served as Director of Memory Products
of Modular Semiconductor, Inc., and from 1983 to 1984, Mr. Reddy served as a
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 an 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, 1998
("fiscal 1998"), the Board of Directors met four times 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 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 one meeting in fiscal 1998.
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. The Compensation
Committee met once and acted by unanimous written consent once in fiscal 1998.
4
<PAGE>
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 does not administer discretionary stock benefit plans for
directors. The Stock Benefit Committee met once and acted by unanimous written
consent sixty-five times in fiscal 1998.
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 and exercised. In fiscal 1998, Directors Messrs. Minnis
and Kane, the Company's two non-employee members of the Board of Directors, each
were granted options to purchase 50,000 shares of Common Stock, each with an
exercise price per share of $5.50. Each of these options vest in increments of
20% per year on each of the first five anniversaries of June 9, 1997, in the
case of Mr. Kane, and May 10, 1997, in the case of Mr. Minnis.
On September 30, 1993, the Company adopted its 1993 Directors' Stock
Option Plan (the "Directors' 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. The Directors' Plan provides for
the automatic grant to each non-employee director of the Company (but excluding
persons on the Company's Board of Directors in November 1993) of an option to
purchase 22,500 shares of Common Stock on the date of such director's election
to the Company's Board of Directors. Thereafter, such director will receive an
automatic annual grant of an option to purchase 11,250 shares of Common Stock on
the date of each annual meeting of the Company's stockholders at which such
director is re-elected. The maximum number of shares that may be issued to any
one director under this plan is 90,000. Such options will vest ratably over four
years from their respective dates of grant. As of July 24, 1998, no options had
been granted under the Directors' 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 PricewaterhouseCoopers LLP as the
Company's independent accountants for the fiscal year ending April 3, 1999, and
the stockholders are being asked to ratify such appointment.
PricewaterhouseCoopers LLP (or its predecessor) has been engaged as the
Company's independent accountants since the Company's inception in 1985.
Representatives of PricewaterhouseCoopers 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 PricewaterhouseCoopers LLP as the Company's
independent accountants.
5
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY
<TABLE>
Certain information concerning executive officers of the Company,
including their ages of July 24, 1998, is set forth below:
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
N. Damodar Reddy................... 59 President and Chief Executive Officer, Chief
Financial Officer
C.N. Reddy......................... 42 Executive Vice President, Chief Operating
Officer and Secretary
Gregory Barton..................... 36 Vice President - Corporate and Legal Affairs,
General Counsel
Sunit Saxena....................... 39 Vice President - Product/Test Engineering and
Operations
Ritu Shrivastava................... 47 Vice President - Technology Development
</TABLE>
N. Damodar Reddy is the co-founder of the Company and has served as the
Company's Chairman of the Board, Chief Executive Officer and President from its
inception in February 1985. In June 1998, after the resignation of the Company's
Chief Financial Officer, Mr. Reddy was appointed Chief Financial Officer until a
replacement is named. From September 1983 to February 1985, Mr. Reddy 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 RCA
Technology Center. He holds an M.S. degree in Electrical Engineering from North
Dakota State University and a M.B.A. from Santa Clara University. N. Damodar
Reddy is the brother of C.N. Reddy.
C.N. Reddy is the co-founder of the Company and has served as the
Company's Secretary and director since its inception in February 1985. Beginning
February 1985, Mr. Reddy served as the Company's Vice President - Engineering.
In May 1993, he was appointed Senior Vice President - Engineering and Operations
of the Company. In December 1997, he was appointed Executive Vice President and
Chief Operating Officer. From 1984 to 1985, he served as Director of Memory
Products of Modular Semiconductor, Inc., and from 1983 to 1984, Mr. Reddy served
as a 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 an 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. C.N. Reddy is the brother of N.
Damodar Reddy.
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 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.
Sunit Saxena joined the Company in January 1995 and was appointed Vice
President - Product/Test Engineering and Operations in January 1998. Mr. Saxena
had been appointed Vice President - Product Engineering in August 1995. Prior to
joining the Company, Mr. Saxena held positions at Altera as Director of Product
and Test Engineering and at Advanced Micro Devices, Inc. where his career
included management of Product/Test Engineering for CMOS and Bipolar Network
products, the 2900 series Microprocessor family, DRAMs, and process development
and management of EPROM and EEPROM. Mr. Saxena has an M.S. degree in Solid State
6
<PAGE>
Device Physics from the Indian Institute of Technology in New Delhi, India and
an M.S. degree in Computer Engineering from Syracuse University.
Ritu Shrivastava joined the Company in November 1993, and was appointed
Vice President - Technology Development in August 1995. Mr. Shrivastava was
designated as an executive officer of the Company in July 1997. Prior to joining
the Company, Dr. Shrivastava worked at Cypress Semiconductor Corporation for
more than 10 years in various technology management positions, the last one
being Director of Technology Development. Prior to that time, Dr. Shrivastava
was with Mostek Corporation for 3 years, responsible for CMOS development. Dr.
Shrivastava served on the Electrical Engineering faculty at Louisiana State
University where he also received his Ph.D. Dr. Shrivastava completed his
Masters and Bachelor's degrees in Electrical Communication Engineering from
Indian Institute of Science, Bangalore, India and a Bachelor's degree in Physics
from Jabalpur University, India. Dr. Shrivastava is named inventor in over 9
patents related to various technologies, and is a Senior Member of IEEE.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
<TABLE>
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 July 9, 1998 (or such other date as may be indicated in the
footnote for the respective person) 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 and 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. On July 9,
1998, there were 41,434,842 shares of the Company's Common Stock outstanding.
<CAPTION>
Shares Beneficially Owned (1) (2)
---------------------------------
Name of Beneficial Owner Number Percent (%)
- ------------------------ ------ -----------
<S> <C> <C>
C.N. Reddy (3) 7,963,750 19.2
N. Damodar Reddy (4) 7,935,150 19.2
State of Wisconsin Investment Board (5) 3,521,200 8.5
Fidelity Management & Research (6) 2,620,800 6.3
Capital Research and Management Company and SMALLCAP World Fund, 2,545,000 6.1
Inc. (7)
Jon B. Minnis (8) 1,135,000 2.7
Ritu Shrivastava (9) 139,374 *
Sanford L. Kane (10) 100,000 *
Sunit Saxena (11) 77,500 *
Gregory Barton (12) 33,445 *
Phil Richards (13) 20,750 *
All executive officers and directors (and the former executive 17,404,969 42.0
officer named in the Summary Compensation Table) as a group (8
persons) (14)
<FN>
* 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.
7
<PAGE>
(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, excluding, however, options granted pursuant to the Company's
1996 Employee Stock Purchase Plan ("ESPP"), as the shares subject to
option under the ESPP for the next applicable Purchase Date (August 15,
1998) may depend upon the fair market value of the Company's Common Stock
on such Purchase Date, which value is not known as of the date of this
Proxy Statement. 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 July
9, 1998 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. 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. 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, 1997, as reported on Amendment
No. 2 to Schedule 13G filed by the State of Wisconsin Investment Board on
or about January 22, 1998. The address of the State of Wisconsin
Investment Board is P.O. Box 7842, 112 East Wilson Street, Madison,
Wisconsin 53707.
(6) Represents shares held as of March 31, 1998, as reported on Schedule 13F
filed by Fidelity Management & Research on or about May 1, 1998. The
address of Fidelity Management & Research is 82 Devonshire Street, Boston,
Massachusetts 02109.
(7) Represents shares held as of December 31, 1997, as reported on Schedule
13G filed jointly by Capital Research and Management Company and SMALLCAP
World Fund, Inc. on or about July 9, 1998. The address of each of Capital
Research and Management Company and SMALLCAP World Fund, Inc. is 333 South
Hope Street, Los Angeles, California 90071.
(8) Includes 1,035,000 shares owned of record by Milpitas Materials Company,
of which Mr. Minnis is the President and a shareholder. Includes 10,000
shares subject to options exercisable within sixty (60) days of July 9,
1998.
(9) Includes 139,374 shares subject to options exercisable within sixty (60)
days of July 9, 1998.
(10) Includes 10,000 shares subject to options exercisable within sixty (60)
days of July 9, 1998.
(11) Includes 77,500 shares subject to options exercisable within sixty (60)
days of July 9, 1998.
(12) Includes 30,000 shares subject to options exercisable within sixty (60)
days of July 9, 1998.
(13) Includes 20,750 shares subject to options exercisable within sixty (60)
days of July 9, 1998.
(14) Includes 287,624 shares subject to options exercisable within sixty (60)
days of July 9, 1998.
</FN>
</TABLE>
8
<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,
1998, for the fiscal year ended March 29, 1998 and each of the Company's past
two fiscal years; and (iii) one individual who had been an executive officer of
the Company during, but not at the end of, fiscal 1998, and who, had he been an
executive officer at the end of fiscal 1998, would have been one of the four
most highly compensated executive officers of the Company after the Chief
Executive Officer for fiscal 1998.
<CAPTION>
Summary Compensation Table
-----------------------------------------
Long Term
Annual Compensation Compensation Awards
-------------------- -------------------
Other Annual
Fiscal Bonus Compensation Securities Underlying
Name and Principal Position Year Salary ($) ($) (1) ($) (2) Option(s) (#) (3)
--------------------------- ---- ---------- ------- ------- -----------------
<S> <C> <C> <C> <C> <C>
N. Damodar Reddy 1998 300,000 --- --- ---
President, Chief 1997 300,000 --- --- ---
Executive Officer and 1996 286,745 --- --- ---
Chief Financial Officer
C.N. Reddy 1998 274,992 --- --- ---
Executive Vice President and 1997 274,998 --- --- ---
Chief Operating Officer 1996 262,998 --- --- ---
Gregory Barton (4) 1998 154,560 57,434 --- 30,000
Vice President - Corporate 1997 138,000 57,579 --- 30,000
and Legal Affairs, and 1996 100,923 11,000 --- 40,000
General Counsel
Sunit Saxena 1998 170,192 15,250 --- 100,000
Vice President - Product/Test 1997 154,000 10,000 --- ---
Engineering and Operations 1996 130,167 8,000 --- ---
Phil Richards (5) 1998 150,000 30,885 --- 10,000
Vice President - Sales 1997 142,000 68,023 --- ---
1996 108,433 26,750 --- 75,000
Ritu Shrivastava 1998 158,000 250 --- 125,000
Vice President - Technology 1997 148,000 0 16,667 ---
Development 1996 134,618 --- 18,769 ---
<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 $50,000 or ten per cent (10%) of the
individual's salary plus bonus.
(3) To the extent applicable, as adjusted to reflect the three-for-two forward
stock split effected in the form of a one-for-two stock dividend by the
Company in July 1995. Reflects net options granted (i.e., does not include
options issued upon repricing, where same number of options were canceled
pursuant to the repricing), and excludes grants of options pursuant to the
ESPP.
(4) Mr. Barton joined the Company in May 1995.
9
<PAGE>
(6) Mr. Richards joined the Company in June 1995.
</FN>
</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
The following table provides information concerning each grant of
options to purchase the Company's Common Stock made during the fiscal year 1998
to the executive officers and former executive officer named in the Summary
Compensation Table above.
<CAPTION>
Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Appreciation For Option
Individual Grants Term (1) ($)
# of Securities % of Total Options --------------------------
Underlying Granted to Employees Exercise Price Expiration
Name Options Granted in Fiscal Year (%)(2) Per Share ($)(3) Date 5% 10%
---- --------------- --------------------- --------------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Gregory Barton 30,000(4) 1.7 8.09375 6/5/03 82,579 187,345
Gregory Barton 1,221 * 6.1625 8/15/97(5) N/A N/A
Gregory Barton 1,385 * 5.5781 2/15/98(6) N/A N/A
Phil Richards 10,000(4) 0.6 8.09375 6/5/03 27,526 62,448
Phil Richards 537 * 5.5781 2/15/98(6) N/A N/A
Sunit Saxena 50,000(4) 2.8 8.09375 6/5/03 137,632 312,241
Sunit Saxena 50,000(4) 2.8 4.5625 1/1/04 77,584 176,012
Sunit Saxena 1,306 * 6.1625 8/15/97(5) N/A N/A
Sunit Saxena 1,500 * 5.5781 2/15/98(6) N/A N/A
Ritu Shrivastava 75,000(4) 4.1 7.375 5/14/03 188,115 426,770
Ritu Shrivastava 50,000(4) 2.8 8.09375 6/5/03 137,632 312,241
Ritu Shrivastava 1,262 * 6.1625 8/15/97(5) N/A N/A
Ritu Shrivastava 1,416 * 5.5781 2/15/98(6) N/A N/A
<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) Reflects percentage of total options granted to employees in fiscal 1998.
(3) 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.
10
<PAGE>
(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 August
15, 1997.
(6) These options granted pursuant to the Company's 1996 Employee Stock
Purchase Plan were exercised automatically upon the purchase date of
February 15, 1998.
</FN>
</TABLE>
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 1998 and the value of stock options
held at the end of fiscal 1998 by each of the executive officers and the former
executive officer named in the Summary Compensation Table above.
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised Options In-The-Money Options
Shares at Fiscal Year-End (#)(2) at Fiscal Year-End ($)(2)(3)
Acquired On Value ----------------------------- ----------------------------
Name Exercise (#) Realized ($)(1) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
N. Damodar Reddy 460,000 1,744,693 440,000 0 2,572,152 0
C.N. Reddy 540,000 2,127,357 360,000 0 2,104,488 0
Gregory Barton 14,606 108,477 14,000 74,000 3,875 10,250
Phil Richards 38,037 242,558 0 47,500 0 16,406
Sunit Saxena 2,806 10,155 67,500 122,500 29,531 147,344
Ritu Shrivastava 2,678 9,780 114,374 125,000 455,117 0
<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 1998 fiscal year-end, as amount
of shares to be purchased and purchase price per share are not determinable
prior to August 15, 1998.
(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 27,
1998 of $7.3125 per share.
(4) Represents shares acquired pursuant to the Company's 1996 Employee Stock
Purchase Plan on February 15, 1998.
</FN>
</TABLE>
11
<PAGE>
CERTAIN TRANSACTIONS
In May 1998, the Company loaned N. Damodar Reddy and C.N. Reddy the
sums of approximately $895,078 and $720,429, respectively, to pay taxes
associated with their respective exercises in May 1998 of options granted in
1993 pursuant to the Company's 1992 Stock Option Plan. Each of the borrowers
executed a promissory note in favor of the Company with respect to their
respective loan. Each such note provides that on or before December 31, 1998,
the borrower shall repay the outstanding principal, together with interest at a
rate of 5.50% per annum. Each such note provides that if the borrower's
full-time employment with the Company ceases, any unpaid principal plus accrued
interest shall become immediately due and payable. Moreover, each such note is
secured by certain shares of the Company's fully-paid and non-assessable Common
Stock that borrower had owned for more than six months prior to the date of the
note; in the case of N. Damodar Reddy, the note is secured by 186,000 shares of
Common Stock; in the case of C.N. Reddy, the note is secured by 150,000 shares
of Common Stock. No payments have been due or made to date with respect to
either such note, and to date the largest amount of aggregate indebtedness under
such notes is approximately $902,631 (in the case of N. Damodar Reddy) and
$726,508 (in the case of C.N. Reddy), respectively.
In June 1998, the Company loaned Sanford L. Kane the sum of $119,997,
in connection with Mr. Kane's exercise of options granted in 1993 pursuant to
the Company's 1992 Stock Option Plan. Mr. Kane executed a promissory note in
favor of the Company with respect to such loan. Pursuant to the note, Mr. Kane
agreed to repay the principal in three equal annual installments, together with
interest at a rate of 5.58% per annum. Moreover, the note is secured by 25,596
shares of the Company's fully-paid and non-assessable Common Stock that Mr. Kane
acquired upon such exercise. 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 approximately $120,969.
In October 1997, the Company entered into an agreement (the
"Agreement") with Sage, Inc. ("Sage") a corporation in which N. Damodar Reddy is
(and was on the date of the execution of the Agreement) a director and in which
N. Damodar Reddy and C.N. Reddy collectively own less than 15% of the
outstanding shares (on the date of execution of the Agreement, the Reddys
collectively owned approximately 20% of the then-outstanding shares). Pursuant
to the Agreement, Sage developed and licensed to the Company certain technology,
in exchange for certain fees and an agreement to make certain royalty payments
and sell certain products to Sage. The parties to the Agreement also agreed on
certain field of use restrictions with respect to certain products incorporating
the technology. The Company's Board of Directors approved the execution of the
Agreement, finding that the terms of the Agreement were more favorable to the
Company than were the terms of a proposed agreement from another potential
licensor, and that it would be in the best interests of the Company to enter
into the Agreement. In fiscal 1998, the Company paid Sage approximately $175,000
pursuant to the Agreement.
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.
12
<PAGE>
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 1998 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 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 1998,
officers in the sales function received bonuses based upon the Company's
achievement of certain sales milestones, and Messrs. Barton and Saxena each
received a bonus based upon individual performance. In addition, small holiday
bonuses were paid in fiscal 1998 to the Company's officers, excluding the
Reddys.
13
<PAGE>
CEO COMPENSATION. In setting the compensation payable during fiscal
1998 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 1998.
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
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 1998 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.
14
<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 31, 1998 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).
Comparison of Cumulative Total Return
[The following descriptive data is supplied in accordance with Rule 304(d) of
Regulation S-T]
- --------------------------------------------------------------------------------
11/30/93 3/31/94 3/31/95 3/31/96 3/31/97 3/31/98
-----------------------------------------------------------
Alliance Semiconductor 100 159.4 796.9 270.7 228.5 205.7
Corporation
- --------------------------------------------------------------------------------
Nasdaq Stock Market 100 98.5 109.5 148.7 165.4 250.9
(U.S.) Index
- --------------------------------------------------------------------------------
Nasdaq Electronic 100 108.6 142.0 186.8 327.6 374.9
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 1998 all Section 16(a) filing requirements
applicable to its officers, directors, and 10% Stockholders were complied with,
except that Jon B. Minnis filed one Form 4 approximately two weeks late.
15
<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, 1999.
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,
/s/ C. N. Reddy
C.N. REDDY
Executive Vice President, Chief Operating
Officer and Secretary
16
<PAGE>
APPENDIX A
ALLIANCE SEMICONDUCTOR CORPORATION
PROXY FOR 1998 ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 3, 1998
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 1998 Annual Meeting of
Stockholders of Alliance Semiconductor Corporation (the "Company") to be held at
the Network Meeting Center at Techmart, 5201 Great America Parkway, Santa Clara,
California 95054, on Thursday, September 3, 1998 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 adjournments 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
1998 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 28, 1998.
(CONTINUED ON THE OTHER SIDE)
<PAGE>
<TABLE>
<CAPTION>
[ X ] Please mark
your votes as
in this example
<S> <C> <C>
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
WATERHOUSECOOPERS 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: __________________, 1998
PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE
WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.
</TABLE>
