<PAGE>
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 240.14a-11(c) or 240.14a-12
MICROELECTRONIC PACKAGING, 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)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction 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.
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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>
MICROELECTRONIC PACKAGING, INC.
9577 Chesapeake Drive
San Diego, California 92123
January 9, 1998
The Board of Directors of Microelectronic Packaging, Inc. (the "Company") is
soliciting your consent to amend the Company's Articles of Incorporation to
increase the number of authorized shares of common stock from 15 million to 50
million shares and to authorize 10 million shares of undesignated preferred
stock. We ask that you return your written consent by February 10, 1998.
The Board believes that it is in the best interest of the Company and its
shareholders to increase the number of shares of common stock and to add the
preferred stock. This will provide management with the flexibility it needs to
manage its creditors.
Before the amendments can be effective, the holders of a majority of the
Company's outstanding stock must give their written consent. If your shares are
held in street name, your broker may consent, on your behalf, to the increase in
the number of common shares the Company is authorized to issue, if you do not
direct your broker to refuse to consent.
It is imperative that we receive your consent to the attached proposals as soon
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as possible, but in no event later than February 10, 1998, because your broker
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cannot consent to the amendment to the Articles of Incorporation to authorize
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the creation of a class of undesignated preferred stock without your written
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consent.
- --------
We will file the amendments with the Secretary of State of California when we
receive consents from the holders of a majority of the Company's outstanding
common stock. We expect to make this filing on or about February 11, 1998. A
copy of the proposed amendments to the Articles of Incorporation is attached to
these proxy materials.
The Board of Directors asks you to consent to the amendments. These proxy
materials provide you with detailed information about the proposed amendments.
In addition, you may obtain information about the Company from documents that
we have filed with the Securities and Exchange Commission. We encourage you to
read these proxy materials carefully.
PLEASE COMPLETE, SIGN, AND RETURN THE ACCOMPANYING
CONSENT CARD BY FEBRUARY 10, 1998.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU CONSENT TO THE PROPOSED
AMENDMENTS TO THE ARTICLES OF INCORPORATION
<PAGE>
MICROELECTRONIC PACKAGING, INC.
PROXY STATEMENT
WRITTEN CONSENT SOLICITATION OF SHAREHOLDERS
JANUARY 9, 1998
These proxy statement materials and the enclosed consent are being mailed in
connection with the solicitation of written consents by the Board of Directors
of Microelectronic Packaging, Inc., a California corporation (the "Company").
These materials were first mailed to shareholders of record beginning on
approximately January 9, 1998.
The mailing address of the principal executive office of the Company is 9577
Chesapeake Drive, San Diego, California, 92123.
Consents are to be submitted by no later than February 10, 1998 to the Company
at such address.
VOTING RIGHTS AND SOLICITATION
Any shareholder executing a Consent has the power to revoke it at any time
before February 10, 1998 (or, if earlier, the date on which at least the minimum
number of shares have consented in order to approve each item) by delivering
written notice of such revocation to the Secretary of the Company. The cost of
soliciting Consents will be paid by the Company and may include reimbursement
paid to brokerage firms and others for their expense in forwarding solicitation
material. Solicitation will be made primarily through the use of the mail but
regular employees of the Company may, without additional remuneration, solicit
Consents personally by telephone or telegram. To assist in the solicitation
process, the Company has retained Beacon Hill Partners, Inc. The fee for such
services will be approximately $6,000 plus reasonable expenses incurred to
distribute solicitation materials.
The record date for determining those shareholders who are entitled to give
Consents has been fixed as December 31, 1997. At the close of business on the
record date, the Company had 10,793,279 issued and outstanding shares of Common
Stock (the "Common Stock"). Each share of Common Stock is entitled to one vote
on these matters.
On these matters, which require the affirmative vote of a majority of the
outstanding shares, abstentions (including failures to return Consents) and
broker nonvotes have the same effect as a negative vote. Brokers may return a
consent for shares held in street name in favor of Proposal One absent contrary
instructions from the beneficial owner of such shares.
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
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THIS IS A REQUEST FOR SHAREHOLDER APPROVAL BY WRITTEN CONSENT. YOU ARE
REQUESTED TO INDICATE WHETHER YOU APPROVE OF THE PROPOSED CORPORATE ACTION
ON THE CARD ENCLOSED FOR THAT PURPOSE, AND TO RETURN THAT CARD TO US.
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<PAGE>
PROPOSAL ONE
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AMENDMENT OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION
TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF
COMMON STOCK FROM 15,000,000 TO 50,000,000
The Board of Directors is requesting shareholder approval of an amendment
of the Company's Amended and Restated Articles of Incorporation ("Articles of
Incorporation") to increase the number of shares of Common Stock authorized for
issuance from 15,000,000 to 50,000,000.
On December 1, 1997, 10,793,279 shares of the Company's Common Stock were
issued and outstanding. As of such date, 4,629,617 shares of the Company's
Common Stock are reserved for issuance upon exercise of options and warrants.
Except as set forth below, the remaining 34,577,104 shares of authorized but
unissued Common Stock (including the 35,000,000 shares subject to approval under
this Proposal) are not reserved for any specific use and are available for
future issuance.
The Board of Directors considers it advisable to have additional shares of
Common Stock available for possible future financings, acquisitions, debt
conversions and exchanges, stock dividends or stock splits, for issuance under
the Company's employee benefit plans and for other general corporate purposes.
The Company also requires 1,000,000 shares of Common Stock for issuance upon
exercise of a warrant granted to an investment bank for the future provision of
financial advisory services over a two-year period, which grant is subject to
shareholder approval. The Consulting Agreement can be terminated by either
party upon 60 days' prior written notice to the other party. This warrant will
have a term of five years, will have an exercise price of $1.00 per share and
will have certain registration rights. The issuance of such warrant could cause
an accounting charge on the Company's financial statement, which could
materially adversely affect the Company's results of operations for a particular
period. The Company also intends to enter into agreements to restructure
certain outstanding debts of certain creditors and/or to obtain financing in
exchange for the issuance of shares of Common Stock that would be authorized by
the approval of this Proposal One or Preferred Stock that would be authorized by
the approval of Proposal Two (described below). The availability of such shares
for issuance in the future will give the Company greater flexibility and permit
such shares to be issued without the expense and delay of a special
shareholders' meeting.
The proposed amendment to the Articles of Incorporation was approved by all
of the directors of the Company present at a meeting of the Board of Directors
on November 4, 1997, at which meeting a quorum was present.
Approvals Required
The affirmative vote of a majority of the outstanding shares of Common
Stock is required for approval of the amendment to the Company's Amended and
Restated Articles of Incorporation.
The Board of Directors recommends that the shareholders vote FOR the
increase in the Company's authorized but unissued shares of capital stock to
include 35,000,000 additional shares of Common Stock. Abstentions have the
effect of votes against this Proposal One. If your shares are held in street
name, your broker may vote favorably for this Proposal One on your behalf,
unless you instruct your broker otherwise.
2
<PAGE>
PROPOSAL TWO
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AMENDMENT OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION TO AUTHORIZE
10,000,000 SHARES OF UNDESIGNATED PREFERRED STOCK
The Board of Directors is requesting shareholder approval of another
amendment to the Articles of Incorporation to create an additional class of
stock to be designated "Preferred Stock", the terms of which shall be determined
by the Board of Directors in its sole discretion without further shareholder
approval, and to authorize the issuance of up to 10,000,000 shares of
undesignated Preferred Stock.
The proposed amendment of the Articles of Incorporation would authorize the
Board of Directors to determine, with respect to each series of Preferred Stock
which may be issued, the powers, designations, preferences, and rights of the
shares of such series and the qualifications, limitations, or restrictions
thereof, including without limitation: (a) the distinctive designation and
number of shares constituting such series; (b) the dividend rates, if any, on
the shares of that series and whether dividends would be cumulative or non-
cumulative, and if cumulative, the date from which dividends on the series would
accumulate; (c) whether, and upon what terms and conditions, the shares of that
series would be convertible into or exchangeable for other securities or cash or
other property or rights; (d) whether, and upon what terms and conditions, the
shares of that series would be redeemable, including the date or dates upon or
after which they shall be redeemable; (e) the rights and preferences, if any, to
which the shares of that series would be entitled in the event of voluntary or
involuntary dissolution or liquidation of the Company; (f) whether a sinking
fund would be provided for the redemption of the series and, if so, the terms of
and amount payable into such sinking fund; (g) whether the holders of such
securities would have voting rights and the extent of those voting rights; (h)
whether the issuance of any additional shares of such series, or of any other
series, shall be subject to restrictions as to issuance or as to the powers,
preferences or rights of any such other series; and (i) any other preferences,
privileges and relative rights of such series as the Board of Directors may deem
advisable. Holders of the Company's Common Stock would have no preemptive right
to purchase or otherwise acquire any Preferred Stock that may be issued in the
future.
The effects of the authorization of the Preferred Stock upon the rights of
holders of the Company's Common Stock depends upon the respective powers,
designations, preferences, rights, qualifications, limitations and restrictions
of the shares of one or more series of Preferred Stock as determined by the
Board of Directors. Such effects might include: (a) dilution of the voting
power of the Common Stock if and to the extent that shares of the Preferred
Stock have voting rights or are convertible into shares of Common Stock and such
conversion rights are exercised; (b) the subordination of the rights of holders
of Common Stock to share in the Company's assets upon liquidation after the
satisfaction of any liquidation preference granted to shares of the Preferred
Stock; and (c) reduction of the amount otherwise available for payment of
dividends on Common Stock, to the extent dividends are payable on any issued
shares of Preferred Stock, and restrictions on dividends on Common Stock if
dividends on the Preferred Stock are in arrears.
Under certain circumstances, the shares of undesignated Preferred Stock
that are authorized but unissued could be issued to create voting impediments or
to frustrate persons seeking to effect a takeover, engage in proxy contests or
otherwise gain control of the Company. The Company could authorize holders of
undesignated Preferred Stock to vote as a class, either separately or with the
holders of the Common Stock or other Preferred Stock, and with voting rights per
share that are the same as or different than the voting rights of a share of
Common Stock or other Preferred Stock, on the election of directors, a merger,
sale or exchange of assets by the Company or any other extraordinary corporate
transaction. If a separate class vote of undesignated Preferred Stock were
required, approval of such a transaction would require the consent of the
holders of such stock. In addition, the shares of undesignated Preferred Stock
could be privately placed with purchasers who might side with the Board of
Directors in opposing a hostile takeover bid. Such uses could enhance the
Board's ability to deal with attempts to gain control of, or impose transactions
upon, the Company that the Board of Directors believes are coercive, unfair or
otherwise not in the best interests of the Company and its shareholders.
3
<PAGE>
Authorizing the undesignated Preferred Stock might also have the possible
effect of discouraging an attempt by another person to acquire control of the
Company, since the issuance of shares of the undesignated Preferred Stock could
be used to dilute the stock ownership of a person seeking to obtain control and
to increase the cost to a person seeking to acquire that percentage of the
voting stock of the Company required to accomplish certain business transactions
or to take certain actions regarding directors.
As of the date hereof, other than as set forth or contemplated herein, the
Board of Directors of the Company has no present knowledge of any attempts to
accumulate stock of the Company or other attempts to change the control of the
Company. Other than as set forth or contemplated herein, the Company has no
agreements or understandings to issue any shares of the undesignated Preferred
Stock. The Board of Directors believes the Company will benefit from having the
flexibility to provide for the issuance of the undesignated Preferred Stock for
any future financing, acquisition or related purposes without the need for
further action by the shareholders in this respect.
No further actions or authorization by shareholders would be necessary or
sought by the Board of Directors prior to an issuance of shares of Preferred
Stock except as may be required by law or applicable stock exchange regulations.
The proposed amendment to the Articles of Incorporation was approved by all
of the directors of the Company present at a meeting of the Board of Directors
on November 4, 1997 at which meeting a quorum was present.
Approvals Required
The affirmative vote of a majority of the outstanding shares of Common
Stock is required for approval of the amendment to the Company's Amended and
Restated Articles of Incorporation.
The Board of Directors recommends that the shareholders vote FOR the
increase in the Company's authorized but unissued shares of capital stock to
include 10,000,000 shares of undesignated Preferred Stock. Broker non-votes and
abstentions have the effect of votes against this Proposal Two.
4
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth information known to the Company regarding
the ownership of the Company's Common Stock as of November 1, 1997 for all
persons or entities who were known by the Company to be beneficial owners of
five percent (5%) or more of the Company's Common Stock.
<TABLE>
<CAPTION>
Number of Shares Percent of
Name and Address of Beneficial Owner Beneficially Owned(1) Class
- -------------------------------------------------- --------------------- -----------
<S> <C> <C>
Entities that may be deemed to be affiliates of
Transpac Capital Pte. Ltd.
6 Shenton Way
#2D-09 DBS Building
Tower Two
Singapore 068809 (2)............................ 842,013 7.8%
Cabot Ceramics, Inc.
c/o Cabot Corporation
75 State Street
Boston, MA 02119-1806 (3)....................... 656,992 6.1%
Andrew K. Wrobel (4).............................. 500,000 4.4%
Timothy M. da Silva (5)........................... 1,000 *
Lewis Solomon (6)................................. 340,616 3.1%
Gary S. Stein (4)................................. 340,000 3.1%
Anthony J.A. Bryan (4)............................ 240,000 2.2%
Frank L. Howland (4).............................. 161,600 1.5%
Alfred J. Moran, Jr. (4).......................... 200,000 1.8%
Jee Fook Pak...................................... - *
Charles F. Wheatley............................... 200,000 1.8%
Ernest J. Joly.................................... - *
All directors and executive officers as a group
(10 persons).................................... 2,012,936 15.7%
- -----------
</TABLE>
* Less than 1%
5
<PAGE>
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Percentage beneficially owned
is based on a total of 10,793,279 shares of Common Stock outstanding as of
December 1, 1997. Shares of Common Stock subject to options or warrants
currently exercisable or convertible, or exercisable or convertible within
60 days of December 1, 1997 are deemed outstanding for computing the
percentage of the person holding such options or warrants but are not
outstanding for computing the percentage of any other person. Except as
indicated in the footnotes to this table and pursuant to applicable
community property laws, the person named in the table have sole voting and
investment power with respect to all shares of Common Stock beneficially
owned.
(2) The Transpac entities include Transpac Capital Pte Ltd (the "Manager"), a
Singapore private limited company; Transpac Industrial Holdings Limited
("TIH"), a Singapore private limited company; Regional Investment Company
Limited ("Regional"), a Singapore public limited company; Transpac Equity
Fund ("TEF"), a British Virgin Islands trust; Transpac Venture Partnership
II ("TVP"), a collective investment scheme; Transpac Manager's Fund
("TMP"), a British Virgin Islands international business company; and
NatSteel Equity III Pte Ltd ("NatSteel"), a Singapore private limited
company. The Manager does not have any direct ownership interest in the
Company's Common Stock. The Manager has, in its capacity as investment
advisor to each of TIH, Regional, TEF and TVP, the power to control the
voting and disposition of 765,466 shares of Common Stock held in the
aggregate by TIH, Regional, TEF and TVP and, therefore, may be deemed to be
a beneficial owner of such shares. Such shares constitute approximately 7.1
percent of the outstanding Common Stock. TIH has direct beneficial
ownership of 334,069 shares (approximately 3.1%) of the outstanding Common
Stock. TIH shares the power to control the voting and disposition of such
334,069 shares of Common Stock with the Manager. TIH disclaims beneficial
ownership of any shares of Common Stock held by any other Transpac entity.
Regional has direct beneficial ownership of 92,066 shares (less than 1%) of
the Common Stock. Regional shares the power to control the voting and
disposition of such 92,066 shares of Common Stock with the Manager.
Regional disclaims beneficial ownership of any shares of Common Stock held
by any other Transpac entity. TEF has direct beneficial ownership of
197,285 shares (approximately 1.8%) of the outstanding Common Stock. TEF
shares the power to control the voting and disposition of such 197,285
shares of Common Stock with the Manager. TEF disclaims beneficial ownership
of any shares of Common Stock held by any other Transpac entity. TVP has
direct beneficial ownership of 139,415 shares (approximately 1.3%) of the
Common Stock. TVP shares the power to control the voting and disposition of
such 139,415 shares of Common Stock with the Manager. TVP disclaims
beneficial ownership of any shares of Common Stock held by any other
Transpac entity. TMF has direct beneficial ownership of 2,631 shares (less
than 1%) of the Common Stock. TMF disclaims beneficial ownership of any
shares of Common Stock held by any other Transpac entity. NatSteel has
direct beneficial ownership of 76,547 shares (less than 1%) of the Common
Stock. NatSteel and the Manager have no formal relationship, advisory or
otherwise, in respect of the shares of Common Stock held by NatSteel.
However, NatSteel anticipates that it may rely upon the advice of Transpac
in connection with the voting and disposition of the shares of Common Stock
held by it. NatSteel disclaims beneficial ownership of the shares of Common
Stock held by any other Transpac entity.
(3) Includes 654,326 shares owned by Cabot Ceramics, Inc. and 2,666 shares
issuable upon exercise of a warrant. Cabot Ceramics, Inc. is a corporation
wholly-owned by Cabot Corporation. The executive management of Cabot
Corporation has voting and investment power over such shares and may be
deemed to beneficially own such shares, but disclaims beneficial ownership
except to the extent of its pecuniary interest herein.
(4) Represents options to purchase Common Stock exercisable within 60 days of
December 1, 1997.
(5) Includes 1,000 shares registered in the name of Barbara da Silva, Mr. da
Silva's spouse.
(6) Includes options to purchase 253,750 shares of Common Stock exercisable
within 60 days of November 1, 1997.
6
<PAGE>
DISSENTERS' RIGHTS
California law does not provide for dissenters' rights with respect to the
two proposals being acted upon.
SHAREHOLDER PROPOSALS FOR 1998 PROXY STATEMENT
Under the present rules of the Securities and Exchange Commission (the
"SEC"), the deadline for shareholders to submit proposals to be considered for
inclusion in the Company's Proxy Statement for next year's Annual meeting of
Shareholders was December 29, 1997. Such proposals may be included in next
year's Proxy Statement if they comply with certain rules and regulations
promulgated by the SEC.
THE BOARD OF DIRECTORS
Dated: January 9, 1998
7
<PAGE>
MICROELECTRONIC PACKAGING, INC.
WRITTEN CONSENT SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Please return the consent promptly to the Company at 9577 Chesapeake Drive,
San Diego, California 92123. This consent form must be received by
Microelectronic Packaging, Inc. by no later than the deadline stated in the
Proxy Statement in order for your vote to count.
The Board of Directors recommends a vote FOR Proposals 1 and 2
1. Proposal to amend Amended and Restated Articles of Incorporation to
increase the authorized shares of Common Stock to 50,000,000.
[_] Vote FOR [_] Vote AGAINST [_] ABSTAIN
2. Proposal to amend Amended and Restated Articles of Incorporation to
increase authorize 10,000,000 shares of undesignated preferred stock.
[_] Vote FOR [_] Vote AGAINST [_] ABSTAIN
(Please sign and date below)
Dated:_____________________________, 1998
_________________________________________
Signature of Shareholder
_________________________________________
Signature of Shareholder
If signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such, and,
if signing for a corporation, give
your title. When shares are in the
names of more than one person, each
should sign.
8
