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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant Section 240.14(a)-11(c) or to
Section 240.14(a)-12
CELERITEK, INC
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(Name of Registrant as Specified in Its Charter
-------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(1)(2) of Schedule 14A
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
O-11.
(1) Title of each class of securities to which transaction applies:__
_______________________________________________
(2) Aggregate number of securities to which transaction applies:_____
_______________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule O-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 by written preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule O-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:__________________________________________
(2) Form, Schedule or Registration Statement No.:____________________
(3) Filing Party:____________________________________________________
(4) Date Filed:______________________________________________________
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PRELIMINARY COPY
CELERITEK, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 3, 2000
We cordially invite you to attend our 2000 Annual Meeting of
Shareholders of Celeritek, Inc. The meeting will be held on Thursday, August 3,
2000 at 9:00 a.m. at our offices located at 3236 Scott Boulevard, Santa Clara,
California 95054. At the meeting we will:
1. Elect the Board of Directors;
2. Approve an amendment to our Amended and Restated Articles of
Incorporation to increase the authorized number of shares of
common stock from 20,000,000 to 50,000,000;
3. Approve an amendment to our 1994 Stock Option Plan to increase
the number of shares of common stock reserved for issuance
thereunder by 500,000 shares to an aggregate of 2,199,165
shares;
4. Ratify the appointment of Ernst & Young LLP as independent
public accountants for the fiscal year ending March 31, 2001;
and
5. Transact any other business as may properly come before the
meeting or any and all postponements or adjournments thereof.
Shareholders who owned Celeritek stock at the close of business on
Thursday, June 22, 2000, may attend and vote at the meeting. To ensure your
representation at the meeting, you are urged to sign and return the enclosed
Proxy Card in the enclosed postage-prepaid envelope. Any shareholder attending
the meeting may vote in person, even though he or she has already returned a
Proxy Card.
You will notice that this year we have changed the format of the Proxy
Statement to make it easier to understand. The Securities and Exchange
Commission is encouraging companies to write documents for investors in plain
English and we support this effort. We look forward to seeing you at the
meeting.
Sincerely,
Tamer Husseini
Chairman of the Board, President and
Chief Executive Officer
Santa Clara, California
July 6, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN, DATE AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE.
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CELERITEK, INC.
-------------------
PROXY STATEMENT
FOR
2000 ANNUAL MEETING OF SHAREHOLDERS
-------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
Our board of directors is soliciting proxies for the 2000 Annual Meeting
of Shareholders. This Proxy Statement contains important information for you to
consider when deciding how to vote on the matters brought before the meeting.
Please read it carefully.
Voting materials, which include the Proxy Statement, Proxy Card and 2000
Annual Report to Shareholders, were mailed to shareholders on or about July 6,
2000. Our principal executive offices are located at 3236 Scott Boulevard, Santa
Clara, CA 95054. Our telephone number is 408-986-5060.
Celeritek will pay the costs of soliciting proxies from shareholders. We
may reimburse brokerage firms and other persons representing beneficial owners
of shares for their expenses in forwarding the voting materials to the
beneficial owners. Directors, officers and regular employees may solicit proxies
on behalf of Celeritek, without additional compensation, personally or by
telephone or facsimile.
QUESTIONS AND ANSWERS
Q. Who can vote at the meeting?
A. The board set June 22, 2000 as the record date for the meeting. All
shareholders who owned Celeritek common stock on June 22, 2000 may attend and
vote at the meeting. Each shareholder is entitled to one vote for each share of
common stock held on all matters to be voted on. On June 22, 2000, _________
shares of Celeritek common stock were outstanding.
Q: How many votes do you need to hold the meeting?
A: Shares are counted as present at the meeting if you:
- are present and vote in person at the meeting; or
- have properly submitted a proxy card.
A majority of Celeritek's outstanding shares as of the record date must be
present at the meeting in order to hold the meeting and conduct business. This
is called a quorum.
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Q: What proposals will be voted on at the meeting?
A: There are four proposals scheduled to be voted on at the meeting:
- Election of the Board of Directors;
- Amendment to the Articles of Incorporation;
- Amendment to the 1994 Stock Option Plan; and
- Ratification of the appointment of Celeritek's independent public
accountants.
Q: What is the voting requirement to approve each of the proposals?
A: For the election of directors, the five individuals receiving the
highest number of "FOR" votes will be elected. Proposal Two requires the
affirmative "FOR" vote of a majority of the shares of outstanding Celeritek
common stock on June 22, 2000 and entitled to vote. Proposals Three and Four
require the affirmative "FOR" vote of a majority of the shares of outstanding
Celeritek common stock represented, in person or by proxy, and entitled to vote.
Q: How are votes counted?
A: You may vote either "FOR" or "AGAINST" each nominee for the board of
directors. You may vote "FOR," "AGAINST" or "ABSTAIN" on the other proposals. If
you abstain from voting on the other proposals, it has the same effect as a vote
against. If you just sign your Proxy Card with no further instructions, your
shares will be counted as a yes vote "FOR" each Director, "FOR the amendment to
the Articles of Incorporation, "FOR" the amendment to the 1994 Stock Option Plan
and "FOR" ratification of the appointment of Celeritek's independent public
accountants. If you do not vote and you hold your shares in a brokerage account
in your broker's name (this is called "street name"), your shares will not be
counted in the tally of the number of shares cast "FOR," "AGAINST" or "ABSTAIN"
on any proposal where your broker does not have discretionary authority to vote,
and therefore will have the effect of reducing the number of shares needed to
approve any of those items. However, these shares may be counted for the purpose
of establishing a quorum for the meeting. Voting results are tabulated and
certified by our transfer agent, Fleet National Bank.
Q: How can I vote my shares in person at the meeting?
A: Shares held directly in your name as the shareholder of record may be
voted in person at the meeting. If you choose to do so, please bring the
enclosed Proxy Card or proof of identification to the meeting. If you hold your
shares in street name, you must request a legal proxy from your stockbroker in
order to vote at the meeting.
Q: How can I vote my shares without attending the meeting?
A: If you hold shares directly as a shareholder of record, you may vote
your shares without attending the meeting by marking, signing and returning the
enclosed Proxy Card in the enclosed postage prepaid envelope. Please refer to
the summary instructions included on your Proxy Card.
If you hold your shares in street name, a voting instruction card will be
included by your broker or nominee. You may vote your shares by marking and
signing your Proxy Card and following the instructions provided by your broker
or nominee and mailing it in the enclosed, postage prepaid envelope.
Furthermore, the instructions provided by your broker or nominee may also
provide for voting using the telephone or over the Internet. If your
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broker or nominee provides such an option and you wish to vote using the
telephone or over the Internet, then follow the instructions provided with the
proxy materials. If you provide specific voting instructions, your shares will
be voted as you have instructed.
Q: How can I change my vote after I return my proxy?
A: You may revoke your proxy and change your vote at any time before the
final vote at the meeting. You may do this by signing a new Proxy Card with a
later date or by attending the meeting and voting in person. Attending the
meeting will not revoke your proxy unless you specifically request it.
Q: What is Celeritek's voting recommendation?
A: Our board of directors recommends that you vote your shares "FOR" each
of the nominees to the board, "FOR" the amendment to the Articles of
Incorporation, "FOR" the amendment to the 1994 Stock Option Plan and "FOR"
ratification of the appointment of Celeritek's independent public accountants.
Q: Where can I find the voting results of the meeting?
A: The preliminary voting results will be announced at the meeting. The
final results will be published in our first quarterly report on Form 10-Q filed
after the date of the meeting.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
If you want us to consider including a proposal in our Proxy Statement
for our 2001 Annual Meeting of Shareholders you must deliver a copy of your
proposal to Celeritek's Assistant Secretary at 3236 Scott Boulevard, Santa
Clara, California 95054 no later than March 8, 2001.
PROPOSAL ONE
ELECTION OF DIRECTORS
GENERAL
We currently have five members on our board of directors. All of the
nominees are incumbent directors. Unless otherwise instructed, the holders of
proxies solicited by this Proxy Statement will vote the proxies received by them
for the five nominees. In the event that any nominee is unable or declines to
serve as a director at the time of the Annual Meeting, the proxy holders will
vote for a nominee designated by the present board of directors to fill the
vacancy. We are not aware of any reason that any nominee will be unable or will
decline to serve as a director. The term of office of each person elected as a
director will continue until the next meeting or until his successor has been
elected and qualified.
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NOMINEES
The names of the members of our board of directors, including the
nominees, their ages as of June 22, 2000 and certain information about them, are
set forth below.
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION
---- --- --------------------
<S> <C> <C>
Tamer Husseini........................ 57 Chairman of the Board, President and Chief Executive
Officer of Celeritek
Robert J. Gallagher(1)................ 56 President and Chief Operating Officer of Acuson
Corporation
Thomas W. Hubbs(1).................... 55 Executive Vice President and Chief Financial Officer
of interWAVE Communications International Ltd.
William D. Rasdal(2).................. 66 Director of SymmetriCom, Inc.
Charles P. Waite(2)................... 70 Special Limited Partner of Greylock, a venture
capital firm
</TABLE>
________________
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
Tamer Husseini, a founder of our company, has served as our Chairman of
the Board, President and Chief Executive Officer since our organization in 1984.
Prior to founding our company, Mr. Husseini was employed by Granger Associates,
a telecommunications company, as Vice President from 1982 until 1984. Before
joining Granger Associates, Mr. Husseini was employed by Avantek, Inc., a
manufacturer of integrated circuits and components for wireless communications
applications and now a division of Hewlett-Packard Company, from 1972 until
1982, most recently as General Manager of the Microwave Transistor Division.
Robert J. Gallagher was appointed to our board of directors in October
1998. Since 1983, Mr. Gallagher has been employed by Acuson Corporation, a
manufacturer of medical ultrasound imaging systems. Mr. Gallagher joined Acuson
in January 1983 as Vice President, Finance and Chief Financial Officer, became
Executive Vice President in March 1991, was Chief Operating Officer from January
1994 until March 1999, and was President of Acuson from May 1995 until November
1997, when he was appointed Vice Chairman of the Board. He retired as Chief
Operating Officer in March 1999, but remained Senior Vice President until
February 2000. In February 2000, Mr. Gallagher again became President and Chief
Operating Officer of Acuson. Mr. Gallagher also serves on the board of directors
of Lumisys Incorporated
Thomas W. Hubbs was appointed to our board of directors in June 1998.
Since November 1998, Mr. Hubbs has been employed by interWAVE Communications
International, Ltd., a developer of distributed systems architecture for
wireless communications. Mr. Hubbs was a consultant at interWAVE from November
1998 to June 1999, and in July 1999, he became the Executive Vice President and
Chief Financial Officer there. From April 1998 to October 1998, Mr. Hubbs served
as Senior Vice President and Chief Financial Officer of Walker Interactive
Systems, Inc., a developer of financial applications software products. From
December 1995 to April 1998, Mr. Hubbs served as Senior Vice President and Chief
Financial Officer of interWAVE. From 1987 to 1995, Mr. Hubbs served as Vice
President and Chief Financial Officer of VeriFone, Inc.
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William D. Rasdal has served on our board of directors since our
organization in 1984. Until June 1998, Mr. Rasdal served as Chairman of the
Board and Chief Executive Officer of SymmetriCom, Inc., a position he held since
1989, and continues to serve on SymmetriCom's Board of Directors. Mr. Rasdal
joined SymmetriCom in 1985 as President and Chief Executive Officer. Prior to
his employment with SymmetriCom, Mr. Rasdal was employed by Granger Associates
as President and Chief Operating Officer. Prior to his employment with Granger
Associates, Mr. Rasdal served as Vice President and General Manager of Avantek's
Microwave Integrated Circuit and Semiconductor Operations. Mr. Rasdal also
serves on the board of directors of Advanced Fibre Communications, Inc.
Charles P. Waite has served on our board of directors since our
organization in 1984. He has been with Greylock, a venture capital firm, since
1966 and is currently a special limited partner and director. Mr. Waite also
serves on the board of directors of Teltone Corporation.
BOARD MEETINGS AND COMMITTEES
During the fiscal year ended March 31, 2000, there were six meetings of
the board of directors. With the exception of Thomas W. Hubbs and Charles P.
Waite, each incumbent director attended at least 75% of the meetings of the
board and committees, if any, upon which such directors served. Certain matters
were approved by the board or a committee of the board by unanimous written
consent. The board has an audit committee and a compensation committee. The
board has no nominating committee or committee performing similar functions.
Each committee is described as follows:
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<TABLE>
<CAPTION>
NUMBER OF
NAME OF COMMITTEES MEETINGS
AND MEMBERS FUNCTIONS OF THE COMMITTEES IN FISCAL 2000
------------------- --------------------------- --------------
<S> <C> <C>
AUDIT - recommends to the board the selection of 2
Robert J. Gallagher independent accountants
Thomas W. Hubbs - monitors corporate financial reporting and
internal and external audits
- outlines improvements made, or to be made, in
internal accounting controls
COMPENSATION - reviews and approves the executive 1
William D. Rasdal compensation policies
Charles P. Waite - administers the employee stock option and
stock purchase plans
</TABLE>
DIRECTOR COMPENSATION
During Fiscal 2000, each of our non-employee directors was paid $1,500
for each board meeting attended. We also reimburse our directors for certain
expenses incurred by them in their capacity as directors or in connection with
attendance at board meetings. In addition, each of our non-employee directors is
eligible to participate in our Outside Directors' Stock Option Plan. Under the
terms of the Outside Directors' Stock Option Plan, each non-employee director
automatically receives a nonstatutory option to purchase 6,000 shares of our
Common Stock, on the later of the consummation of our initial public offering or
the date on which the optionee first becomes a director of our company. The
vesting of such option grant is based on continued service as a director at the
rate of 25% of the shares issuable upon exercise of such option per year over a
four-year period. Beginning four years after the initial option grant for each
non-employee director, and each year thereafter, such non-employee director
shall automatically be granted an option to purchase 1,500 additional shares of
common stock based on continued service as a director, all of which option
shares vest one year after the date of grant. During Fiscal 2000, Mr. Rasdal and
Mr. Waite each received an option grant of 1,500 shares at a per share exercise
price of $11.375.
PROPOSAL TWO
AMENDMENT TO ARTICLES OF INCORPORATION
TO INCREASE AUTHORIZED COMMON STOCK
INTRODUCTION
Our Amended and Restated Articles of Incorporation, as currently in
effect (the "Articles"), authorize us to issue up to 20,000,000 shares of common
stock and 2,000,000 shares of preferred stock. In June 2000, our board of
directors approved an amendment to the Articles (the "Amendment") to increase
the number of shares of common stock authorized for issuance under the Articles
by 30,000,000 shares to a total of 50,000,000 shares. If the Amendment is
approved, it will become effective upon the filing of the Amendment with the
California Secretary of State and the text of the first paragraph of Article III
of the Articles would read in its entirety as follows:
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This corporation is authorized to issue two classes of shares
designated, respectively, "Common Stock" and "Preferred Stock." The
total number of shares which the corporation is authorized to issue is
52,000,000. 50,000,000 shares shall be Common Stock. 2,000,000 shares
shall be Preferred Stock.
CURRENT USE OF SHARES
As of June 22, 2000, we had approximately _________ shares of common
stock outstanding and approximately ________ shares reserved for issuance under
our employee stock plans, of which, approximately _________ are covered by
outstanding and unexercised options and approximately _________ are available
for grant or purchase. Therefore, our total share requirement is _________
shares (the "Share Requirement"). We also wish to increase the number of shares
of our common stock reserved for issuance under our 1994 Stock Option Plan by
500,000 shares as described in more detail in Proposal Three. In the event
shareholder approval of this proposal and Proposal Three is obtained, following
the effectiveness of the Amendment, the Share Requirement would increase to
_________ and, accordingly, we would have a total of ________ authorized and
unissued shares remaining available pursuant to our Articles.
PURPOSE OF THE PROPOSED AMENDMENT
The board of directors believes that the availability of additional
authorized but unissued shares of common stock will provide us with the
flexibility to issue common stock for other proper corporate purposes which may
be identified in the future. Such future activities may include raising equity
capital, adopting additional employee stock plans or reserving additional shares
for issuance under our existing employee stock plans, splitting our stock, and
making acquisitions through the use of stock. Other than with respect to the
amendment to the 1994 Stock Option Plan and as permitted or required under our
existing employee stock plans, the board of directors has no immediate plans,
understandings, agreements, or commitments to issue additional shares of common
stock for any purposes. The board of directors believes that the proposed
increase in the authorized common stock will make a sufficient number of shares
available should we decide to use our shares for one or more of such previously
mentioned purposes or otherwise. We reserve the right to seek a further increase
in authorized shares from time to time in the future as considered appropriate
by our board of directors.
POSSIBLE EFFECTS OF THE PROPOSED AMENDMENT
If the shareholders approve the proposed Amendment, the board of
directors may cause the issuance of additional shares of common stock without
further vote of the shareholders, except as provided under California corporate
law or under the rules of any national securities exchange on which our shares
are then listed. Under our Articles, our shareholders do not have preemptive
rights to subscribe to additional securities that we may issue, which means that
current shareholders do not have a prior right to purchase any new issue of
capital stock to maintain their proportionate ownership of our 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 shareholdings of current shareholders. 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 Celeritek by
causing such additional authorized shares to be issued to holders who might side
with the board of directors in opposing a takeover bid that the board of
directors determines is not in the best interests of Celeritek and our
shareholders. The Amendment therefore may have the effect of discouraging
unsolicited takeover attempts. By potentially discouraging initiation of any
such unsolicited takeover attempts, the proposed Amendment may limit the
opportunity for our shareholders to dispose of their shares at the higher price
generally available in takeover attempts or that may be available under a merger
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proposal. The proposed Amendment may have the effect of permitting our current
management, including the current board of directors, to retain its position,
and place it in a better position to resist changes that shareholders may wish
to make if they are dissatisfied with the conduct of Celeritek's business.
However, the board of directors is not aware of any attempt to take control of
Celeritek and the board of directors has not presented this proposal with the
intent that it be utilized as a type of anti-takeover device. We adopted a
Rights Agreement in March 1999 (the "Rights Agreement"). The Rights Agreement is
designed to protect shareholders from proposed takeovers and other abusive
takeover tactics, which the board of directors believes are not in the best
interest of shareholders, by providing shareholders with certain rights to
acquire our capital stock or of an acquiring entity upon the occurrence of
certain events. A copy of the Rights Agreement was filed on April 1, 1999 with
the Securities and Exchange Commission. Although the Rights Agreement provides
for the issuance of our preferred stock in the event rights become exercisable
under the terms of the Rights Agreement, we 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 Celeritek
more difficult by facilitating the operation of the Rights Agreement.
PROPOSAL THREE
AMENDMENT TO THE 1994 STOCK OPTION PLAN
GENERAL
In February 1994, the our board of directors and shareholders adopted
and approved the 1994 Stock Option Plan (the "1994 Plan"). The 1994 Plan
originally provided for the issuance of 333,333 shares of common stock. Through
the Record Date the number of shares subject to the 1994 Plan has been increased
to the current reserve of 1,699,165. For a detailed description of the 1994
Plan, see "Summary of the 1994 Plan."
PROPOSAL
In June 2000, the board of directors approved an amendment to the 1994
Plan to increase the number of shares reserved for issuance thereunder by
500,000 shares (the "Increase"), for a total number of shares authorized for
issuance under the 1994 Plan of 2,199,165 shares. The Increase is necessary in
order to provide an effective method of recognizing employee contributions to
our success. We also believe that our ability to grant stock options is critical
to our success in attracting and retaining experienced and qualified employees.
At the Annual Meeting, the shareholders are being requested to approve the
Increase.
SUMMARY OF THE 1994 PLAN
The essential features of the 1994 Plan are outlined below.
Purpose. The purposes of the 1994 Plan are to attract and retain the
best available personnel for positions of substantial responsibility, to provide
additional incentive to our employees, directors and consultants and to promote
the success of our business.
Administration. The 1994 Plan provides for administration by a committee
of two or more "outside directors" to the extent that the administrator
determines it to be desirable to qualify options as "performance-based
compensation" within the meaning of Section 162(m) of the Internal Revenue Code
of 1986, as amended (the "Code"); however, the 1994 Plan may be administered by
different committees with respect to different groups of service providers, and
may be administered by either the board of directors of a committee constituted
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to satisfy the legal requirements under state corporate and securities laws and
the Code. Subject to the other provisions of the 1994 Plan, the administrator
has the authority to determine the employees or consultants to whom, and the
time or times at which, options are granted and the number of shares to be
represented by each option. The interpretation and construction of any provision
of the 1994 Plan by the administrator shall be final and binding.
The administrators of the 1994 Plan have full power to select, from
among our directors, officers, employees and consultants eligible for awards,
the individuals to whom awards will be granted, to make any combination of
awards to any participant and to determine the specific terms of each grant,
subject to the provisions of the 1994 Plan.
Eligibility. The 1994 Plan provides that nonstatutory stock options may
be granted to our employees, directors and consultants. Incentive stock options
may be granted only to our employees. No employee shall be granted, in any
fiscal year, options to purchase more than 750,000 shares of common stock.
Stock Options. The 1994 Plan permits the granting of stock options that
either qualify as incentive stock options under Section 422 of the Code
("incentive stock options" or "ISOs") or do not so qualify ("nonstatutory stock
options" or "NSOs").
The term of each option is fixed by the administrators but may not
exceed ten years from the date of grant in the case of ISOs or five years from
the date of grant in the case of ISOs granted to the owner of common stock
possessing more than 10% of the total combined voting power of all classes of
our stock (a "10% Shareholder"). When the fair market value of shares subject to
ISOs first exercisable in any calendar year is greater than $100,000, the excess
options shall be treated as NSOs. For these purposes, fair market value is
determined on the date of grant, and ISO's shall be taken into account in the
order in which they were granted. The administrators determine the time or times
each option may be exercised. Options may be made exercisable in installments,
and the exercisability of options may be accelerated by the administrators.
Option Price. The option exercise price for each share covered by an ISO
may not be less than 100% of the fair market value of a share of common stock on
the date of grant of such option. In the case of ISOs granted to a 10%
Shareholder, the option exercise price for each share covered by such option may
not be less than 110% of the fair market value of a share of common stock on the
date of grant of such option. In the case of an NSO, the per share exercise
price shall be determined by the administrators; provided, however, that in the
case of an NSO intended to qualify as "performance-based compensation" within
the meaning of Section 162(m) of the Code, the per share exercise price shall
not be less than 100% of the fair market value of a share of common stock on the
date of grant of such option. For so long as our common stock is traded on the
Nasdaq National Market, the fair market value of a share of our common stock
shall be the closing sales price for such stock (or the closing bid if no sales
were reported) as quoted on such system on the date of grant.
Consideration. The consideration to be paid for shares issued upon
exercise of options granted under the 1994 Plan, including the method of
payment, is determined by the administrators (and, in the case of ISOs,
determined at the time of grant) and may consist entirely of (1) cash, (2)
check, (3) promissory note, (4) shares of our common stock which, in the case of
shares acquired upon exercise of an option, have been beneficially owned for at
least six months, and have a fair market value on the exercise date equal to the
aggregate exercise price of the shares being purchased, (5) consideration
received by us under a cashless exercise program implemented by us, (6) a
reduction in the amount of any of our liability to the optionee, including any
liability attributable to the optionee's participation in any
Celeritek-sponsored deferred compensation program or arrangement, (7) any
combination of the foregoing methods, or (8) such other consideration and method
permitted by applicable laws.
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Miscellaneous Provisions. Under the 1994 Plan, in the event of an
optionee's termination of employment or consulting relationship for any reason
other than death or total and permanent disability, an option may thereafter be
exercised, to the extent it was exercisable at the date of such termination, for
such period of time as the administrators shall determine at the time of grant
(not to exceed three months in the case of incentive stock options). If an
optionee's employment or consulting relationship is terminated as a result of
the optionee's permanent and total disability, the option will be exercisable
for twelve months following such termination, but only to the extent it was
exercisable at the date of termination and to the extent that the term of the
option has not expired. If an optionee's employment or consulting relationship
is terminated by reason of the optionee's death, the option will be exercisable
by the optionee's estate or successor for twelve months following death, but
only to the extent it was exercisable at the date of death and to the extent
that the term of the option has not expired.
All options granted under the 1994 Plan are evidenced by a stock option
agreement between Celeritek and the optionee to whom such option is granted.
Options granted to persons who are subject to Section 16 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are subject to any
additional restrictions applicable to options granted to such persons in
compliance with Rule 16b-3 of the Exchange Act.
Nontransferability of Options. Options granted pursuant to the 1994 Plan
are nontransferable by the participant, other than by will or by the laws of
descent and distribution and may be exercised, during the lifetime of the
participant, only by the participant.
Adjustment Upon Changes in Capitalization. In the event any change, such
as a stock split or dividend, is made in our capitalization which results in an
increase or decrease in the number of outstanding shares of common stock without
receipt of consideration by us, an appropriate adjustment shall be made in the
number of shares which have been reserved for issuance under the 1994 Plan and
the price per share covered by each outstanding option. In the event of our the
proposed dissolution or liquidation, all outstanding options will terminate
immediately prior to the consummation of such proposed action. The board may, in
its discretion, make provision for accelerating the exercisability of shares
subject to options under the 1994 Plan in such event.
Merger or Asset Sale. In the event of our merger with or into another
corporation, or the sale of substantially all of our assets, each outstanding
option shall be assumed or an equivalent option shall be substituted by the
successor corporation or a parent or subsidiary of the successor corporation. In
the event that the successor corporation refuses to assume or substitute the
option, the optionee shall have the right to exercise the option as to all of
the optioned stock, including shares as to which it would not otherwise be
exercisable. If an option becomes fully exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the administrators
shall notify the optionee that the option shall be fully exercisable for a
period of fifteen days from the date of such notice, and the option shall
terminate upon the expiration of such period.
Amendment and Termination. The board may at any time amend, alter,
suspend or terminate the 1994 Plan, but such amendment, alteration, suspension
or termination shall not adversely affect any stock option then outstanding
under the 1994 Plan, without the written consent of the participant. To the
extent necessary and desirable to comply with applicable state and federal laws
and the Code, we shall obtain shareholder approval of any amendment to the 1994
Plan in such a manner and to such a degree as required.
10
<PAGE> 13
Outstanding Options
As of June 22, 2000, outstanding and unexercised options under the 1994
Plan totaled _______ shares of common stock, _______ shares of common stock had
been issued upon exercise of stock options, and _______ shares remained
available for grant (giving effect to the Increase being presented to the
shareholders pursuant to this Proposal No. Three for approval at the Annual
Meeting).
Tax Information
Options granted under the 1994 Plan may be either incentive stock
options, as defined in Section 422 of the Code, or nonstatutory stock options.
An optionee who is granted an incentive stock option will not recognize
income either at the time the option is granted or upon its exercise, although
the exercise may subject the optionee to the alternative minimum tax. Upon a
sale or exchange of the shares more than two years after the grant of the option
and one year after its exercise, any gain or loss will be treated as long-term
capital gain or loss. If these holding periods are not satisfied, the optionee
will recognize ordinary income at the time of the sale or exchange equal to the
difference between the exercise price and the lower of (i) the fair market value
of the shares on the date of exercise or (ii) the sale price of the shares. A
different rule for measuring ordinary income upon such a premature disposition
may apply if the optionee is also an officer, director, or 10% shareholder of
our company.
Any gain or loss recognized on such a premature disposition of the
shares in excess of the amount treated as ordinary income will be characterized
as long-term or short-term capital gain or loss, depending on the holding
period. Generally, we will be entitled to a deduction in the same amount as the
ordinary income recognized by the optionee at the time of such disposition.
Options that do not qualify as incentive stock options are referred to
as nonstatutory stock options. An optionee will not recognize income at the time
a nonstatutory stock option is granted. However, upon its exercise, the optionee
will recognize ordinary income generally measured as the excess of the then fair
market value of the shares over the exercise price. Any ordinary income
recognized in connection with the exercise of a nonstatutory stock option by an
optionee who is also our employee will be subject to tax withholding. Generally,
we will be entitled to a tax deduction in the same amount as the ordinary income
recognized by the optionee upon exercise of a nonstatutory stock option.
Upon resale of the shares by the optionee, any difference between the
sale price and the optionee's purchase price, to the extent not recognized as
ordinary income as described above, will be treated as long-term or short-term
capital gain or loss, depending on the holding period.
The foregoing is only a summary of the effect of federal income taxation
upon the optionee and our company with respect to the grant and exercise of
options under the 1994 Plan. It does not purport to be complete, and it does not
discuss the tax consequences of the optionee's death or the income tax laws of
any municipality, state or foreign country in which an optionee may reside.
11
<PAGE> 14
PROPOSAL FOUR
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young LLP have been our independent auditors since 1993 and,
upon recommendation of the Audit Committee, their reappointment as independent
auditors for the fiscal year ending March 31, 2001 has been approved by the
board of directors, subject to ratification by the shareholders.
We have been advised by Ernst & Young LLP that neither it nor any of its
members has had any relationship with our company or any of its affiliates
during the past three years other than as independent auditors. A representative
of Ernst & Young LLP will be present at the Annual Meeting, will be available to
respond to appropriate questions, and will be given an opportunity to make a
statement if he or she so desires.
SHARE OWNERSHIP BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth certain information with respect to
beneficial ownership of our common stock as of April 30, 2000 for:
- each person who we know beneficially owns more than 5% of our common
stock;
- each of our directors;
- each executive officer named in the Summary Compensation Table; and
- all of our directors and executive officers as a group.
<TABLE>
<CAPTION>
SHARES PERCENTAGE
BENEFICIALLY BENEFICIALLY
NAME OWNED(1) OWNED
---- ------------ ------------
<S> <C> <C>
State of Wisconsin Investment Board (2).......................... 892,390 9.5%
121 East Wilson Street
P.O. Box 7842
Madison, WI 53707
Kahn Capital Partners (3)........................................ 612,200 6.5%
8910 University Center Lane
Suite 570
San Diego, CA 92122
Tamer Husseini (4,5)............................................. 218,476 2.3%
William W. Hoppin (5)............................................ 101,714 1.1%
Gary J. Policky (5,6)............................................ 79,968 *
Richard G. Finney (5)............................................ 73,771 *
Perry A. Denning (5)............................................. 36,762 *
</TABLE>
12
<PAGE> 15
<TABLE>
<S> <C> <C>
William D. Rasdal (5,7).......................................... 35,572 *
Charles P. Waite (5)............................................. 26,273 *
Thomas W. Hubbs (8).............................................. 6,000 *
Robert J. Gallagher (5).......................................... 1,500 *
All directors and executive officers as a group (11 persons) (5). 660,754 6.9%
</TABLE>
* Less than 1%.
(1) The number of shares outstanding and percent of ownership is based on
9,361,356 shares of our common stock outstanding as of April 30, 2000.
(2) As of March 31, 2000 and based upon information set forth in a letter from
State of Wisconsin Investment Board dated April 6, 2000.
(3) As of May 10, 2000 and based upon the representation of Brian Kahn.
Includes 577,200 shares held by Kahn Capital Partners and 35,000 shares
held by Brian Kahn, its sole general partner.
(4) Includes a total of 1,276 shares held by Mr. Husseini's son and daughters
and as to which Mr. Husseini disclaims beneficial ownership.
(5) Includes 80,103, 72,185, 16,510, 31,771, 10,451, 6,000, 6,000, 3,000,
1,500 and 274,602 shares which Messrs. Husseini, Hoppin, Policky, Finney,
Denning, Rasdal, Waite, Hubbs, Gallagher and all present directors and
executive officers as a group, respectively, have the right to acquire
within 60 days of April 30, 2000 upon exercise of stock options.
(6) Includes 1,878 shares held by Mr. Policky's spouse.
(7) Includes 29,572 shares held by The Rasdal Family Trust as to which Mr.
Rasdal shares voting and dispositive power.
(8) Includes 3,000 shares held by The Hubbs Family Trust of which Mr. Hubbs
and his spouse serve as trustees.
OTHER INFORMATION
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our officers and directors
and persons who own more than 10% of a registered class of the our equity
securities to file certain reports regarding ownership of, and transactions in,
our securities with the Securities and Exchange Commission (the "SEC"). Such
officers, directors and 10% shareholders are also required by SEC rules to
furnish us with copies of all Section 16(a) forms that they file.
13
<PAGE> 16
Based solely on our review of such forms furnished to us and written
representations from certain reporting persons, we believe that all filing
requirements applicable to our executive officers, directors and more than 10%
shareholders were complied with during Fiscal 2000, except the Form 4 required
to be filed by Tamer Husseini to report the acquisition of stock in November
1996 through a gift of stock and the Form 4 required to be filed by Thomas Hubbs
to report a stock purchase in February 2000 were filed late.
CERTAIN TRANSACTIONS
During Fiscal 2000 stock options under our 1994 Plan or our Outside
Directors' Stock Option Plan were granted to the following executive officers
and directors as of the grant dates and for the number of shares of common stock
and at the exercises prices set forth below opposite their names:
<TABLE>
<CAPTION>
PER SHARE EXPIRATION
OFFICER/DIRECTOR PLAN DATE OF GRANT NO. OF SHARES EXERCISE PRICE DATE
---------------- ---- ------------- ------------- -------------- ----------
<S> <C> <C> <C> <C> <C>
Perry A. Denning 1994 03/31/99 15,000 $ 4.00 03/31/09
Richard G. Finney 1994 03/31/99 15,000 4.00 03/31/09
Tamer Husseini 1994 03/31/99 50,000 4.00 03/31/09
William D. Rasdal Director 12/20/99 1,500 11.375 12/20/09
Frank Sasselli 1994 03/31/99 7,500 4.00 03/31/09
Margaret E. Smith 1994 11/05/99 50,000 6.625 11/05/09
Charles P. Waite Director 12/20/99 1,500 11.375 12/20/09
</TABLE>
EXECUTIVE OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation
that we paid during the last three fiscal years to our Chief Executive Officer
and our four other most highly compensated executive officers.
14
<PAGE> 17
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
--------------------------- ------------------
SECURITIES ALL OTHER
FISCAL SALARY BONUS UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) OPTIONS(#) ($)
--------------------------- ----- ------- ------ ------------------ ------------
<S> <C> <C> <C> <C> <C>
Tamer Husseini............... 2000 343,824 -- 50,000 6,753(1)
Chairman of the Board, President 1999 302,187 -- 55,000 9,793
and Chief Executive Officer 1998 249,225 97,000 -- 9,966
Richard G. Finney............ 2000 170,296 10,000 15,000 1,746(1)
Vice President, Subsystems 1999 170,907 -- 25,000 11,127
Division 1998 170,775 38,000 -- 5,287
William W. Hoppin............ 2000 141,617 10,000 -- 1,594(1)
Vice President, Sales and 1999 140,005 21,069 115,000 1,492
Marketing 1998 140,005 14,999 -- 1,162
Perry A. Denning............. 2000 162,199 10,000 15,000 11,986(1)
Vice President, Semiconductor 1999 170,627 -- 70,000 9,036
Division 1998 117,697 50,000 -- 3,918
Gary J. Policky.............. 2000 164,985 -- -- 13,282(1)
Vice President, Engineering and 1999 173,659 -- 22,500 15,796
Chief Technical Officer 1998 169,613 30,000 -- 10,400
</TABLE>
---------------------
(1) Represents premiums paid on term life insurance, supplemental accidental
death and dismemberment insurance, medical reimbursement insurance and
401(k) Plan contributions.
15
<PAGE> 18
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information regarding the stock
options granted during the fiscal year ended March 31, 2000 to the executive
officers named in the Summary Compensation Table. We have never granted any
stock appreciation rights.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
--------------------------------------------------
% OF TOTAL POTENTIAL REALIZABLE VALUE
OPTIONS AT ASSUMED ANNUAL RATES OF
NUMBER OF GRANTED TO STOCK PRICE APPRECIATION
SECURITIES EMPLOYEES FOR OPTION TERM(4)
UNDERLYING IN EXERCISE -----------------------------
OPTIONS FISCAL PRICE PER EXPIRATION
NAME GRANTED YEAR(2) SHARE(3) DATE 5% 10%
---- --------- ------- -------- ---------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Tamer Husseini........... 50,000 11.0% $4.00 03/31/09 $125,779 $318,748
Richard G. Finney....... 15,000 3.3% 4.00 03/31/09 37,734 95,625
William W. Hoppin....... -- -- -- -- -- --
Perry A. Denning........ 15,000 3.3% 4.00 03/31/09 37,734 95,625
Gary J. Policky......... -- -- -- -- -- --
</TABLE>
-------------------------
(1) Based on a total of 453,500 options granted to all employees in Fiscal
2000.
(2) The exercise price per share is equal to the closing price of our common
stock on the date of grant.
(3) Options may terminate before their expiration date if the optionee's
status as an employee or consultant is terminated or upon optionee's
death.
(4) Potential gains are net of the exercise price but before taxes associated
with the exercise. The 5% and 10% assumed annual rates of compounded stock
appreciation based upon the deemed fair market value are mandated by the
rules of the SEC and do not represent our estimate or projection of the
future common stock price. Actual gains, if any, on stock option exercises
are dependent on our future financial performance, overall market
conditions and the option holder's continued employment through the
vesting period. There can be no assurance that the amounts reflected in
this table will be achieved.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
The following table provides information with respect to option
exercises by the executive officers named in the Summary Compensation Table
during the fiscal year ended March 31, 2000.
16
<PAGE> 19
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
SHARES YEAR END(#) FISCAL YEAR END($)(2)
ACQUIRED ON VALUE ------------------------------ ------------------------
NAME EXERCISE(#) REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Tamer Husseini -- -- 76,457 51,043 4,485,210 3,002,290
Richard G. Finney -- -- 30,209 19,375 1,772,045 1,134,766
William W. Hoppin 10,000 360,000 64,997 65,003 3,784,827 3,745,798
Perry A. Denning 47,047 1,825,532 7,013 30,940 405,140 1,801,199
Gary J. Policky -- -- 15,729 6,771 906,384 390,179
</TABLE>
------------------
(1) Market value of underlying securities based on the closing price of our
common stock on the date of exercise, minus the exercise price.
(2) Market value of underlying securities based on the closing price of $63.25
of our common stock on March 31, 2000, minus the exercise price.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Our compensation committee, consisting of directors William D. Rasdal
and Charles P. Waite, reviews and approves compensation and benefits for the our
executive officers, and grants options to executive officers under the 1994
Plan. No interlocking relationship exists between our board of directors or the
compensation committee of any other company, nor has any such interlocking
relationship existed in the past.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Compensation Committee of our board of directors determines the
compensation of our Chief Executive Officer and our other executive officers.
The committee is composed entirely of outside directors. In addition to
determining the salary and bonus compensation for all of our executive officers,
the committee determines the nature and timing of awards and grants under our
stock option plans.
The goals of the compensation program are to align compensation with our
performance and objectives and to attract, retain and reward executive officers
whose contributions are critical to our long-term success.
The primary components of our compensation package are salary, bonuses
and stock options.
Salary
The level of base salary for executive officers is set based upon their
scope of responsibility, level of experience and individual performance. The
salary range for each position is reviewed against the Mercer Survey (a third
party compensation survey) data for high-tech companies with similar sales
volumes located on the West Coast. Additionally, the committee takes into
account general business and economic conditions. We set our salaries to be
competitive with the marketplace. None of the factors considered is assigned a
specific weight.
17
<PAGE> 20
Bonuses
Our executive bonus plan provides the opportunity for annual cash
bonuses based on accomplishment of specific individual performance objectives
and our profit objectives. These objectives are set at the beginning of the
fiscal year based on our long-term and short-term objectives, and performance
against these objectives is assessed at the end of the year.
Stock Options
The committee believes that the granting of stock options is an
important method of rewarding and motivating management by aligning management's
interests with our shareholders. The committee also recognizes that a stock
incentive program is a necessary element in a competitive compensation package.
The program utilizes a vesting schedule to encourage our key employees to
continue in our employ and encourages employees to maintain a long-term
perspective. In determining the size of stock option grants, the committee
focuses primarily on our performance and the perceived role of such executive in
accomplishing these objectives as well as the satisfaction of individual
performance objectives. The committee also considers the number of outstanding
unvested options which the officer holds and the size of previous option awards
to that officer. The committee does not assign specific weights to these items.
Compensation of the Chief Executive Officer
Tamer Husseini has been President, Chief Executive Officer and Chairman
of the Board since our founding in 1984. The committee used the same
compensation policy described above for all executive officers to determine Mr.
Husseini's Fiscal 2000 compensation. In setting both the cash-based and the
equity-based elements of Mr. Husseini's compensation, the committee considered
competitive forces, our performance and Mr. Husseini's leadership in achieving
our long-term strategic goals. During Fiscal 2000, Mr. Husseini received a
salary of $343,824. During Fiscal 2000, Mr. Husseini was granted options to
purchase 50,000 shares of common stock. No bonus was paid to Mr. Husseini in
Fiscal 2000 due to certain of our financial performance goals not having been
met. The committee believes Mr. Husseini's Fiscal 2000 compensation fairly,
sufficiently and relative to our performance, rewards him for this performance
and will serve to retain him as a key employee on whom we are dependent for our
continued success.
Policy Regarding Deductibility of Compensation
We are required to disclose our policy regarding qualifying executive
compensation for deductibility under Section 162(m) of the Code which provides
that, for purposes of the regular income tax, the otherwise allowable deduction
for compensation paid or accrued with respect to the executive officers of a
publicly-held company, which is not performance-based compensation is limited to
no more than $1 million per year. It is not expected that the compensation to be
paid to our executive officers for Fiscal 2001 will exceed the $1 million limit
per officer; however, to the extent such compensation to be paid to such
executive officers exceeds the $1 million limit per officer, such excess will be
treated as performance-based compensation.
Compensation Committee
William D. Rasdal
Charles P. Waite
18
<PAGE> 21
COMPANY STOCK PRICE PERFORMANCE GRAPH
The graph below compares the cumulative total shareholders' return on
our common stock with the total return on the S&P 500 Index and the S&P
Technology Sector Index over the same period for the months of December 1995
through March 2000 (assuming the investment of $100 in our common stock, the S&P
500 Index and the S&P Technology Sector Index, including reinvestment of all
dividends). Our common stock began trading on the Nasdaq Stock Market on
December 20, 1995.
COMPARISON OF 51 MONTHS CUMULATIVE TOTAL RETURN*
AMONG CELERITEK, INC., THE S&P 500 INDEX
AND THE S&P TECHNOLOGY SECTOR INDEX
<TABLE>
<CAPTION>
12/20/95 3/96 3/97 3/98 3/99 3/00
-------- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
Celeritek 100 130 138 141 50 791
S&P 500 100 107 129 190 226 266
S&P Technology Sector 100 102 138 209 335 593
</TABLE>
* $100 INVESTED ON 12/20/95 IN STOCK OR ON 11/30/95
IN INDEX INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING MARCH 31.
19
<PAGE> 22
OTHER MATTERS
We do not know of any other matters to be submitted to the meeting. If
any other matters properly come before the meeting, it is the intention of the
persons named in the enclosed proxy card to vote the shares they represent as
the board of directors may recommend.
THE BOARD OF DIRECTORS
July 6, 2000
20
<PAGE> 23
PRELIMINARY COPY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
CELERITEK, INC.
2000 ANNUAL MEETING OF SHAREHOLDERS
The undersigned shareholder of Celeritek, Inc., a California
corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement, each dated July 6, 2000, and hereby appoints
Tamer Husseini and Margaret E. Smith, 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 2000 Annual Meeting
of Shareholders of Celeritek, Inc. to be held on August 3, 2000 at 9:00 a.m., at
the offices of the Company, at 3236 Scott Boulevard, Santa Clara, California
95054 and at any 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 WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED,
WILL BE VOTED "FOR" THE ELECTION OF DIRECTORS NAMED HEREIN, "FOR" EACH PROPOSAL
LISTED, AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY COME
BEFORE THE MEETING. EITHER OF SUCH ATTORNEYS OR SUBSTITUTES SHALL HAVE AND MAY
EXERCISE ALL OF THE POWERS OF SAID ATTORNEYS-IN-FACT HEREUNDER.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE> 24
1. ELECTION OF DIRECTORS:
NOMINEES: Tamer Husseini, Robert J. Gallagher, Thomas W. Hubbs,
William D. Rasdal, Charles P. Waite
FOR ALL NOMINEES WITHHELD FROM ALL NOMINEES
[ ] [ ]
[ ] ______________________________________________________________
If you wish to withhold authority to vote for any individual
nominee(s), write the name of the nominee(s) on the line above
2. AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION
Proposal to approve an amendment to Celeritek's Amended and Restated
Articles of Incorporation to increase the authorized number of shares of
common stock from 20,000,000 to 50,000,000:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. AMENDMENT TO THE 1994 STOCK OPTION PLAN
Proposal to approve an amendment to the 1994 Stock Option Plan to
increase the number of shares of common stock reserved for issuance
thereunder by 500,000 shares to an aggregate of 2,199,165 shares:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING MARCH 31, 2001:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
and upon such other matter or matters which may properly come before the
meeting and any adjournment(s) thereof.
(This Proxy should be dated, signed
by the shareholder(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.)
Signature: __________ Date: ______________ Signature: ___________ Date: ______
