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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:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
TRIQUINT SEMICONDUCTOR, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transactions applies:
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(2) Aggregate number of securities to which transactions applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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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>
PRELIMINARY COPY
Filed December 10, 1999
[LOGO]
TO THE STOCKHOLDERS:
The Board of Directors of TriQuint Semiconductor, Inc. (the "Company") has
called a Special Meeting of Stockholders (the "Special Meeting") as described in
the enclosed Notice of Special Meeting of Stockholders and Proxy Statement. At
the Special Meeting, the Stockholders will be asked to approve an amendment to
the Company's Certificate of Incorporation to increase the number of shares of
Common Stock that the Company is authorized to issue, from 25,000,000 to
200,000,000 shares.
On December 1, 1999, the Board of Directors of TriQuint approved a 2-for-1
stock split. Currently, the Company lacks a sufficient number of authorized
shares to effect the 2-for-1 stock split. In order to increase the number of
authorized shares of Common Stock, the Company must amend its Certificate of
Incorporation, an action which requires Stockholder approval. As a result, if
the Amendment is not approved by the Stockholders, the Company will be unable to
effectuate the stock split.
If the shareholders approve the Amendment at the Special Meeting, the
authorized number of shares will increase from 25,000,000 to 200,000,000 shares.
As a result of the stock split, the number of shares of TriQuint Common Stock
outstanding will increase from approximately 18.9 million shares to
approximately 37.8 million shares. In addition, as a result of the stock split,
the number of shares reserved for issuance under TriQuint's employee stock plans
and for issuance upon exercise of outstanding options will double to
approximately 7.1 million.
In addition, there will be an additional 155 million authorized but unissued
shares of Common Stock. As described in the Proxy Statement, there are many
important corporate activities that may require additional authorized shares,
such as raising equity capital, adopting additional employee stock plans or
reserving additional shares for issuance under its existing employee stock
plans, and making acquisitions through the use of stock. The Board of Directors
believes that, notwithstanding the stock split, approval of the Amendment is
very important to ensure that the Company will have a sufficient number of
shares available should it decide to use its shares for one or more of these
activities in the future. Other than as permitted or required under the
Company's existing employee stock plans and outstanding options, the Board of
Directors has no immediate plans, understandings, agreements or commitments to
issue additional shares of Common Stock for any purposes.
Assuming that the Amendment is approved by the Stockholders on January 31,
2000, Stockholders of record on February 1, 2000 will be entitled to one
additional share of Common Stock for each share of TriQuint Common Stock held on
that date. The payment date will be February 22, 2000.
Although you are entitled to attend the Special Meeting and to vote in
person, we encourage you to complete, sign and date the enclosed Proxy as
promptly as possible and return it in the enclosed envelope.
Steven J. Sharp
President and Chief Executive Officer
<PAGE>
PRELIMINARY COPY
Filed December 10, 1999
TRIQUINT SEMICONDUCTOR, INC.
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 31, 2000
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TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of TRIQUINT
SEMICONDUCTOR, INC., a Delaware corporation (the "Company"), will be held on
Monday, January 31, 2000, at 4:00 p.m., local time, at the Company's principal
executive offices, 2300 N.E. Brookwood Parkway, Hillsboro, Oregon, for the
following purposes:
1. To approve an amendment to the Company's Certificate of Incorporation to
increase the number of shares of Common Stock that the Company is
authorized to issue from 25,000,000 to 200,000,000.
2. To transact such other business as may properly come before the Special
Meeting, including any motion to adjourn to a later date to permit
further solicitation of proxies if necessary, or before any adjournments
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 December 16, 1999 are entitled to notice of and to vote at the
meeting.
All Stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed Proxy as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any Stockholder attending
the meeting may vote in person even if he or she has returned a Proxy.
Sincerely,
[SIG]
Steven J. Sharp
President and Chief Executive Officer
Hillsboro, Oregon
December 23, 1999
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YOUR VOTE IS IMPORTANT.
IN ORDER TO ASSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE REQUESTED TO
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE AND RETURN IT
IN THE ENCLOSED ENVELOPE.
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TRIQUINT SEMICONDUCTOR, INC.
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PROXY STATEMENT FOR
SPECIAL MEETING OF STOCKHOLDERS
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INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed Proxy is solicited on behalf of the Board of Directors of
TRIQUINT SEMICONDUCTOR, INC., a Delaware corporation (the "Company" or
"TriQuint"), for use at the a Special Meeting of Stockholders (the "Special
Meeting") to be held Monday, January 31, 2000, at 4:00 p.m., local time, or at
any adjournment thereof, for the purposes set forth herein and in the
accompanying Notice of Special Meeting of Stockholders. The Special Meeting will
be held at the Company's principal executive offices located at 2300 N.E.
Brookwood Parkway, Hillsboro, Oregon 97124, and its telephone number at that
location is (509) 615-9000.
These proxy solicitation materials were first mailed on or about
December 23, 1999 to all Stockholders entitled to vote at the meeting.
RECORD DATE AND PRINCIPAL SHARE OWNERSHIP
Stockholders of record at the close of business on December 16, 1999 (the
"Record Date") are entitled to notice of and to vote at the meeting. The Company
has one series of Common shares outstanding, designated Common Stock, $0.001 par
value. At the Record Date, shares of the Company's Common Stock were
issued and outstanding and held of record by Stockholders. No shares of the
Company's Preferred Stock were outstanding.
The following table sets forth information known to us with respect to the
beneficial ownership of our Common Stock as of December 16, 1999:
- each Stockholder known by us to own beneficially more than five percent of
our Common Stock,
- each of our directors,
- our Chief Executive Officer of the Company and the next four most highly
compensated executive officers of the Company during the fiscal year ended
December 31, 1998 and
- all directors and executive officers as a group.
Except as otherwise noted below, the address of each person listed on the
table is 2300 N.E. Brookwood Parkway, Hillsboro, Oregon 97124.
We have determined beneficial ownership in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person, we
include shares of Common Stock subject to options or warrants held by that
person that are currently exercisable or will become exercisable within 60 days
after December 16, 1999, while those shares are not included for purposes of
computing percentage ownership of any other person.
<PAGE>
Unless otherwise indicated, the persons and entities named in the table have
sole voting and investment power with respect to all shares beneficially owned,
subject to community property laws where applicable.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
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NAME OF BENEFICIAL OWNER NUMBER PERCENTAGE
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<S> <C> <C>
Steven J. Sharp(1).................................................................... 263,866 1.5%
Edward C.V. Winn(2)................................................................... 81,937 *
Charles Scott Gibson(3)............................................................... 66,712 *
Bruce Fournier(4)..................................................................... 64,878 *
Walden Rhines(5)...................................................................... 54,000 *
J. David Pye(6)....................................................................... 44,850 *
Edward F. Tuck(7)..................................................................... 43,500 *
Thomas V. Cordner(8).................................................................. 28,270 *
Paul A. Gary(9)....................................................................... 5,025 *
All executive officers and directors as a group (13 persons).......................... 848,450 4.6%
</TABLE>
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* Less than 1% of the outstanding shares of Common Stock.
(1) Includes 246,625 shares issuable pursuant to options exercisable within
60 days of December 16, 1999.
(2) Includes 75,436 shares issuable pursuant to options exercisable within
60 days of December 16, 1999.
(3) Includes 7,500 shares held by Mr. Gibson's wife, 2,977 held in trust for
Mr. Gibson's minor sons, 29,985 held in Trust by Mr. Gibson, and 24,000
shares issuable pursuant to options exercisable within 60 days of
December 16, 1999.
(4) Includes 60,274 shares issuable pursuant to options exercisable within
60 days of December 16, 1999.
(5) Includes 3,000 shares held by Mr. Rhines' wife and daughter and 31,500
shares issuable pursuant to options exercisable within 60 days of
December 16, 1999.
(6) Represents 44,850 shares issuable pursuant to options exercisable within
60 days of December 16, 1999.
(7) Includes 22,500 shares issuable pursuant to options exercisable within
60 days of December 16, 1999.
(8) Includes 26,982 shares issuable pursuant to options exercisable within
60 days of December 16, 1999.
(9) Includes 706,014 shares issuable pursuant to options exercisable within
60 days of December 16, 1999.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of the
Company a written notice of revocation or a duly executed proxy bearing a later
date or attending the meeting and voting in person.
VOTING AND SOLICITATION
Each Stockholder is entitled to one vote for each share of Common Stock held
by the Stockholder on the Record Date. A quorum comprising the holders of a
majority of the outstanding shares of Common Stock on the Record Date must be
present or represented for the transaction of business at the Special Meeting.
Abstentions and broker nonvotes will be counted in establishing the quorum.
2
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This solicitation of proxies is made by the Company, and all related costs
will be borne by the Company. In addition, the Company may reimburse brokerage
firms and other persons representing beneficial owners of shares for their
expenses in forwarding solicitation material to such beneficial owners. Proxies
may also be solicited by certain of the Company's directors, officers and
regular employees, without additional compensation, personally or by telephone
or telegram.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Stockholders are entitled to present proposals for action at a forthcoming
meeting if they comply with the requirements of the proxy roles promulgated by
the Securities and Exchange Commission. Proposals of Stockholders of the Company
that are intended to be presented by such Stockholders at the Company's 2000
Annual Meeting of Stockholders must have been received by the Company no later
than December 23, 1999 in order that they may be considered for inclusion in the
proxy statement and form of proxy relating to that meeting. If a Stockholder
intends to submit a proposal at the 2000 Annual Meeting, which is not eligible
for inclusion in the proxy statement and form of proxy relating to that meeting,
the Stockholder must do so no later than March 8, 2000. If such Stockholder
fails to comply with the foregoing notice provisions, the proxy holders will be
allowed to use their discretionary voting authority when the proposal is raised
at the 2000 Annual Meeting.
3
<PAGE>
PROPOSAL ONE
AMENDMENT OF CERTIFICATE OF INCORPORATION
INTRODUCTION
The Company's Certificate of Incorporation, as currently in effect (the
"Certificate"), provides that the Company's authorized capital stock shall
consist of 25,000,000 shares of Common Stock (the "Common Stock"), $0.001 par
value, and 5,000,000 shares of Preferred Stock, (the "Preferred Stock"), $0.001
par value.
On December 1, 1999, the Company's Board of Directors authorized an
amendment of the Certificate (the "Amendment"), subject to Stockholder approval,
to increase the number of shares of Common Stock authorized for issuance under
the Certificate by 175,000,000 shares to a total of 200,000,000 shares. If the
Amendment is adopted, it will become effective upon the filing of the Amendment
with the Secretary of State of the State of Delaware. Under the proposed
amendment, the first paragraph of Article Fourth of the Certificate would be
amended to read as follows:
The Corporation is authorized to issue two classes of stock to be
designated respectively Common Stock and Preferred Stock. The total
number of shares of all classes of stock which the Corporation has
authority to issue is Two Hundred Five Million (205,000,000), consisting
of Two Hundred Million (200,000,000) shares of Common Stock, $0.001 par
value (the "Common Stock"), and Five Million (5,000,000) shares of
Preferred Stock, $0.001 par value (the "Preferred Stock").
The Stockholders are being asked to approve such Amendment. The authorized
but unissued shares of Common Stock would be available for issuance from time to
time for such purposes and for such consideration as the Board of Directors may
determine to be appropriate without further action by the Stockholders, except
for those instances in which applicable law or stock exchange rules require
Stockholder approval.
CURRENT USE OF SHARES
As of the Record Date, the Company has approximately shares of
Common Stock outstanding and approximately shares reserved for
issuance under the Company's employee stock plans, of which, approximately
are covered by outstanding options and approximately are
available for grant or purchase. Additionally, shares are reserved for
issuance upon conversion of the Series A Participating Preferred Stock that has
been reserved in connection with the Company's preferred share rights plan.
Therefore, the Company's total share requirement as of the Record Date was
shares (the "Share Requirement").
PURPOSE OF THE PROPOSED AMENDMENT
The Board of Directors believes that it is in the Company's best interest to
increase the number of authorized shares of Common Stock in order to have
additional authorized but unissued shares available for issuance to meet
business needs as they arise without the expense and delay of a special meeting
of Stockholders. The Board of Directors believes that the availability of such
additional shares of Common Stock will provide the Company with the flexibility
to issue Common Stock for proper corporate purposes that may be identified in
the future. Such future activities may include, without limitation, raising
equity capital, adopting additional employee stock plans or reserving additional
shares for issuance under its existing employee stock plans, and making
acquisitions through the use of stock. Other than as permitted or required under
the Company's existing employee stock plans and outstanding options, the Board
of Directors has no immediate plans, understandings, agreements or commitments
to issue additional shares of Common Stock for any purposes.
4
<PAGE>
The Board of Directors believes that the proposed increase in the authorized
Common Stock will make a sufficient number of shares available, should the
Company decide to use its shares for one or more of such previously mentioned
purposes or otherwise. The Company reserves the right to seek a further increase
in authorized shares from time to time in the future as considered appropriate
by the Board of Directors.
POSSIBLE EFFECTS OF THE PROPOSED AMENDMENT
If the Stockholders approve the proposed Amendment, the Board of Directors
may cause the issuance of additional shares of Common Stock without further vote
of the Stockholders of the Company, except as provided under Delaware corporate
law or under the rules of any national securities exchange on which shares of
Common Stock of the Company are then listed. Under the Company's Certificate,
the Company's Stockholders do not have preemptive rights to subscribe to
additional securities which may be issued by the Company, which means that
current Stockholders do not have a prior right to purchase any new issue of
capital stock of the Company in order to maintain their proportionate ownership
of the Company's Common Stock. In addition, if the Board of Directors elects to
issue additional shares of Common Stock, such issuance could have a dilutive
effect on the earnings per share, voting power and holdings of current
Stockholders.
In addition to the corporate purposes discussed above, the proposed
Amendment could, under certain circumstances, have an anti-takeover effect,
although this is not the intent of the Board of Directors. For example, it may
be possible for the Board of Directors to delay or impede a takeover or transfer
of control of the Company by causing such additional authorized shares to be
issued to holders who might side with the Board in opposing a takeover bid that
the Board of Directors determines is not in the best interests of the Company
and its Stockholders. The Amendment therefore may have the effect of
discouraging unsolicited takeover attempts. By potentially discouraging
initiation of any such unsolicited takeover attempt, the proposed Amendment may
limit the opportunity for the Company's Stockholders to dispose of their shares
at the higher price generally available in takeover attempts or that may be
available under a merger proposal. The proposed Amendment may have the effect of
permitting the Company's current management, including the current Board of
Directors, to retain its position, and place it in a better position to resist
changes that Stockholders may wish to make if they are dissatisfied with the
conduct of the Company's business. However, the Board of Directors is not aware
of any attempt to take control of the Company and the Board of Directors has not
presented this proposal with the intent that it be utilized as a type of
anti-takeover device.
The Company adopted a Preferred Shares Rights Agreement in June 1998 (the
"Rights Agreement"). The Rights Agreement is designed to protect Stockholders
from proposed takeovers and other abusive takeover tactics, which the Board of
Directors believes are not in the best interest of Stockholders, by providing
Stockholders with certain rights to acquire capital stock of the Company or of
an acquiring entity upon the occurrence of certain events. A copy of the Rights
Agreement was filed on July 24, 1998. Although the Rights Agreement provides for
the issuance of the Company's Preferred Stock in the event rights become
exercisable under the terms of the Rights Agreement, the Company may, under
certain circumstances, be required to issue a substantial number of shares of
Common Stock. A failure to have a sufficient number of shares available could
result in a delay or failure of implementation of the Rights Agreement. An
increase in the authorized number of shares of Common Stock could therefore make
a change in control of the Company more difficult by facilitating the operation
of the Rights Agreement.
VOTE REQUIRED; RECOMMENDATION OF THE BOARD OF DIRECTORS
Affirmative votes constituting a majority of the shares of outstanding
Common Stock on the Record Date and entitled to vote will be required to approve
the Amendment to the Company's Certificate. Since the required vote of the
Stockholders is based upon the number of outstanding shares of Common Stock,
rather than on shares actually voted, the failure by the holder of any such
shares to submit a proxy or to
5
<PAGE>
vote in person at the Special Meeting, including Abstentions and "broker
non-votes" will have the same effect as a vote against the approval of the
amendment to the Articles. Upon the execution and return of the enclosed form of
Proxy, the shares represented thereby will be voted in accordance with the terms
of the Proxy, unless the Proxy is revoked. If no directions are indicated in
such Proxy, the shares represented thereby will be voted "FOR" the approval of
the proposed Amendment.
The Company's Board of Directors recommends that Stockholders vote "FOR" the
Amendment to the Articles of Incorporation.
OTHER MATTERS
The Company knows of no other matters to be submitted at the meeting. If any
other matters properly come before the meeting, it is the intention of the
persons named in the enclosed form of Proxy to vote the shares they represent as
the Board of Directors may recommend.
THE BOARD OF DIRECTORS
Dated: December 23, 1999
6
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PRELIMINARY COPY
December 10, 1999
PROXY
TRIQUINT SEMICONDUCTOR, INC.
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS, JANUARY 31, 2000
The undersigned Stockholder of TRIQUINT SEMICONDUCTOR, INC., a Delaware
corporation, hereby acknowledges receipt of the Notice of Special Meeting of
Stockholders and Proxy Statement, each dated December 23, 1999, and hereby
appoints Steven J. Sharp and Edson H. Whitehurst, Jr., and each of them,
proxies and attorneys-in-fact, with full power to each of substitution, on
behalf and in the name of the undersigned, to represent the undersigned at
the Special Meeting of Stockholders of TRIQUINT SEMICONDUCTOR, INC. to be
held on January 31, 2000 at 4:00 p.m., local time, at the Company's principal
executive offices, 2300 N.E. Brookwood Parkway, Hillsboro, Oregon 97124, and
at any adjournment or adjournments thereof, and to vote all shares of Common
Stock which the undersigned would be entitled to vote if then and there
personally present, on the matters set forth on the reverse side.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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- FOLD AND DETACH HERE -
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Please mark
your votes as /X/
indicated in
this example
FOR AGAINST ABSTAIN
/ / / / / /
1. Proposal to approve the amendment of the Company's
Certificate of Incorporation to increase the number
of shares of Common Stock that the Company is
authorized to issue from 25,000,000 to 200,000,000.
and, in their discretion, upon such other matter or
matters which may properly come before the meeting,
including any motion to adjourn to a later date to
permit for the solicitation of proxies or before any
adjournment or adjournments thereof.
Both of such attorneys or substitutes (if both are
present and acting at said meeting or any adjournment(s)
thereof, or, if only one shall be present and acting,
then that one) shall have and may exercise all of the
powers of said attorneys-in-fact hereunder.
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW / /
This proxy will be voted as directed or, if no contrary direction
is indicated, will be voted for the amendment of the company's
certificate of incorporation, or as said proxies deem advisable
on such other matters as may properly come before the meeting,
including, among other things, consideration of any motion made
for adjournment of the meeting.
This proxy should be marked, dated and signed by the
Stockholders(s) exactly as his or her name appears hereon, and
returned promptly in the enclosed envelope. Persons signing in a
fiduciary capacity should so indicate. If shares are held by
joint tenants or as community property, both should sign.
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Shareholder (print name) Shareholder signature (sign name) Dated
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Shareholder (print name) Shareholder signature (sign name) Dated
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- FOLD AND DETACH HERE -
