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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.__________)
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
(x) Definitive proxy statement Commission Only (as permitted by
(x) Definitive additional materials Rule 14a-6(e)(2))
(x) Soliciting material pursuant to
Rule 14a-11(c) or Rule 14a-12
Micrel, Incorporated
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
(x) No fee required.
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
__________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
__________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
__________________________________________________________________________
(4) Proposed maximum aggregate value of transaction.
__________________________________________________________________________
(5) Total fee paid:
__________________________________________________________________________
( ) Fee paid previously with preliminary materials:
__________________________________________________________________________
( ) Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
__________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
__________________________________________________________________________
(3) Filing Party:
__________________________________________________________________________
(4) Date Filed:
__________________________________________________________________________
<PAGE>
MICREL, INCORPORATED
1849 Fortune Drive
San Jose, California 95131
Notice of Special Meeting of Shareholders
To Be Held August 19, 1999
To the Shareholders of Micrel, Incorporated:
The Special Meeting of Shareholders (the "Special Meeting") of Micrel,
Incorporated, a California corporation (the "Company"), will be held at the
Company's offices located at 1931 Fortune Drive, San Jose, California 95131 on
August 19, 1999 at 12:00 p.m. local time, for the following purposes:
1. Approval of an amendment to the Company's Restated Articles of
Incorporation, as amended to increase the number of shares of Common
Stock which the Company is authorized to issue from 50,000,000 to
100,000,000.
2. Any and all matters incident to the foregoing, and such other business
as may legally come before the meeting and any adjournments or
postponements thereof.
The Board of Directors has fixed the close of business on July 8, 1999 as the
record date for determining the shareholders having the right to notice of and
to vote at the special meeting.
The foregoing item of business is more fully described in the Proxy Statement
which is attached hereto and made a part hereof. The Special Meeting will be
open to shareholders of record, proxy holders, and others by invitation only.
Beneficial owners of shares held by a broker or nominee must present proof of
such ownership to attend the meeting.
WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, YOU ARE
URGED TO MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS
POSSIBLE IN THE POSTAGE-PREPAID ENVELOPE PROVIDED TO ENSURE YOUR REPRESENTATION
AND THE PRESENCE OF A QUORUM AT THE SPECIAL MEETING. IF YOU SEND IN YOUR PROXY
CARD AND THEN DECIDE TO ATTEND THE SPECIAL MEETING TO VOTE YOUR SHARES IN
PERSON, YOU MAY STILL DO SO. YOUR PROXY IS REVOCABLE IN ACCORDANCE WITH THE
PROCEDURES SET FORTH IN THE PROXY STATEMENT.
By Order of the Board of Directors,
/s/Raymond D. Zinn
--------------------------------------
Raymond D. Zinn
President, Chief Executive Officer
and Chairman of the Board of Directors
San Jose, California
July 19, 1999
<PAGE>
MICREL, INCORPORATED
1849 Fortune Drive
San Jose, California 95131
--------------------------
PROXY STATEMENT
--------------------------
Special Meeting of Shareholders
August 19, 1999
The enclosed proxy is solicited on behalf of the Board of Directors of
Micrel, Incorporated, a California corporation (the "Company"), for use at the
Special Meeting of Shareholders (the "Special Meeting") to be held at 12:00 p.m.
local time, at the Company's offices at 1931 Fortune Drive, San Jose, California
95131, on August 19, 1999, and at any adjournment or postponement thereof. Only
holders of the Company's Common Stock of record on July 8, 1999 will be entitled
to vote. Holders of Common Stock are entitled to one vote for each share held.
There is no cumulative voting.
Approval of the proposed amendment (the "Amendment") to the Restated Articles
of Incorporation, as amended (the "Articles of Incorporation") requires the
affirmative vote of a majority of all outstanding shares of Common Stock of the
Company, no par value ("Common Stock"). Shareholders of record at the close of
business on July 8, 1999 (the "Record Date") are entitled to notice of and to
vote at the Special Meeting. At the Record Date, 20,470,882 shares of Common
Stock were issued and outstanding, and no shares of the Company's Preferred
Stock were outstanding.
All shares represented by valid proxies will be voted in accordance with the
instructions contained therein. In the absence of instructions, proxies will be
voted FOR the Amendment. Shares of Common Stock represented by proxies which
are marked "ABSTAIN" with respect to the Amendment will have the effect of a
vote against the Amendment. In instances where a broker indicates on the
enclosed proxy or its substitute that it does not have discretionary authority
for beneficial owners who have not returned proxies (so called "broker
non-votes"), those shares will be disregarded and will have the effect of a vote
against the Amendment.
Any person giving a proxy in the form accompanying this Proxy Statement has
the power to revoke it prior to its exercise. A proxy may be revoked by filing
an instrument revoking it, or a duly executed proxy bearing a later date, with
the Secretary of the Company prior to the meeting, or by attending the Special
Meeting and electing to vote in person.
This Proxy Statement and the accompanying proxy were first sent by mail to
shareholders on or about July 19, 1999. The costs of this solicitation are
being borne by the Company. 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 personally or by telephone, facsimile or telegram by certain of the
Company's directors, officers and regular employees, without additional
compensation.
<PAGE>
PROPOSAL
AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
In May 1999, the Board of Directors declared it advisable and unanimously
approved an amendment to increase the aggregate number of shares of Common Stock
which the Company is authorized to issue from 50,000,000 shares to 100,000,000
shares (the "Amendment").
If approved by the shareholders, the Amendment will become effective upon the
filing of a Certificate of Amendment of Articles of Incorporation with the
California Secretary of State. The Amendment would change Section 3.1 of Article
III of the Company's Articles of Incorporation to read in its entirety as
follows:
"3.1. Authorized Capital Stock. This Corporation is authorized to
issue two classes of stock to be designated, respectively, "Common
Stock" and "Preferred Stock." The total number of shares which the
Corporation is authorized to issue is one hundred five million
(105,000,000) shares. One hundred million (100,000,000) shares shall
be Common Stock, no par value, and five million (5,000,000) shares
shall be Preferred Stock, no par value."
Purpose and Effect of the Amendment
As of the Record Date, of the Company's 50,000,000 authorized shares of
Common Stock, 20,470,882 shares were issued and outstanding, and 3,325,108
shares were subject to outstanding options granted pursuant to the Company's
current stock option plans and stock purchase plan (together, the "Plans"). The
principal purpose of the proposed Amendment is to authorize additional shares of
Common Stock which will be available in the event that the Board of Directors
determines that it is necessary or appropriate, among other things, to effect
future stock dividends or stock splits, to raise additional capital through the
sale of securities, to acquire another company or its business or assets through
the issuance of securities, or to establish a strategic relationship with a
corporate partner through the exchange of securities.
If the proposed Amendment is adopted, the aggregate number of authorized
shares of Common Stock will be increased from 50,000,000 shares to 100,000,000
shares. If the Proposal is not approved, the number of authorized shares will
remain the same and management will have limited flexibility to do the things
described above.
There will be no change in the voting rights, dividend rights, liquidation
rights, preemptive rights or any other shareholder rights as a result of the
proposed Amendment. The additional shares might be issued at such times and
under such circumstances as to have a dilutive effect on earnings per share and
on the equity ownership of the present holders of Common Stock.
<PAGE>
Potential Anti-Takeover Effect
The proposed Amendment could, under certain circumstances, have an anti-
takeover effect, although this is not the intention of the proposal. The
increased number of authorized shares of Common Stock could discourage, or be
used to impede, an attempt to acquire or otherwise change control of the
Company. The private placement of shares of Common Stock into "friendly" hands,
for example, could dilute the voting strength of a party seeking control of the
Company. Furthermore, many companies have issued warrants or other rights to
acquire additional shares of Common Stock to the holders of its Common Stock to
discourage or defeat unsolicited share accumulation programs and acquisition
proposals, which programs or proposals may be viewed by the Board of Directors
as not in the best interest of the Company and its shareholders. Although the
Company has no present intent to use the additional authorized shares of Common
Stock for such purposes, if this Proposal is adopted, more capital stock of the
Company would be available for such purposes than is currently available.
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock entitled to vote at the Special Meeting, assuming a quorum is
present, is necessary for approval of the Amendment. Therefore, abstentions and
broker non-votes (which may occur if a beneficial owner of stock where shares
are held in a brokerage or bank account fails to provide the broker or the bank
voting instructions as to such shares) effectively count as votes against the
Amendment.
THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT.
<PAGE>
5% SHAREHOLDERS, DIRECTORS, NOMINEES
AND NAMED EXECUTIVE OFFICERS
The following table sets forth certain information known to the Company with
respect to the beneficial ownership as of June 30, 1999, by (i) all persons who
are beneficial owners of five percent (5%) or more of the Company's Common
Stock, (ii) each director, (iii) certain executive officers, and (iv) all
directors and executive officers as a group.
<TABLE>
<CAPTION>
Number of Shares
Beneficially Owned(1)
----------------------
Number Percent(2)
---------- ----------
<S> <C> <C>
5% Shareholders, Directors, Nominees and
Named Executive Officers
Raymond D. Zinn(3) 3,040,200 14.8%
Warren H. Muller(4) 2,928,200 14.3%
Capital Research & Management Company and
SMALLCAP World Fund, Inc.
333 South Hope Street, 55th Floor
Los Angeles, CA 90071(5) 1,305,000 6.4%
Putnam Investments, Inc.
One Post Office Square
Boston, MA 02109(6) 1,213,950 5.9%
George Anderl(7) 40,000 *
Dale L. Peterson(8) 33,750 *
Larry L. Hansen(9) 33,750 *
Robert J. Barker 30,000 *
George Kelly(10) 29,750 *
Robert Whelton - *
All executive officers and directors
as a group (10 persons)(11) 6,155,650 29.9%
_________________
*Less than 1%
(1) Beneficial ownership is determined 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, shares of Common Stock subject to options held by that person
that are currently exercisable or exercisable within 60 days of
June 30, 1999 are deemed outstanding. Such shares, however, are not
deemed outstanding for the purposes of computing the percentage
ownership of each other person. Except as indicated in the footnotes to
this table and pursuant to applicable community property laws, the
persons named in the tables have sole voting and investment power with
respect to the shares set forth opposite such person's name.
(2) Percentage beneficially owned is based on 20,470,882 shares outstanding
as of June 30, 1999.
(3) Includes 42,000 shares subject to stock options exercisable within
60 days of June 30, 1999.
(4) Includes 18,000 shares subject to stock options exercisable within
60 days of June 30, 1999.
(5) Based on a Schedule 13G dated February 8, 1999, SMALLCAP World
Fund, Inc. has sole voting power with respect to 1,285,000 shares of the
Company's Common Stock and Capital Research & Management Company has
sole dispositive power with respect to 1,305,000 shares of the Company's
Common Stock as of December 31, 1998.
(6) Based on a Schedule 13G dated February 9, 1999 Putnam Investments, Inc.
has shared voting power and shared dispositive power with respect to
1,213,950 shares of the Company's Common Stock as of December 31, 1998.
<PAGE>
(7) Includes 40,000 shares subject to stock options exercisable within
60 days of June 30, 1999.
(8) Includes 23,750 shares subject to stock options exercisable within
60 days of June 30, 1999.
(9) Includes 23,750 shares subject to stock options exercisable within
60 days of June 30, 1999.
(10) Represents 4,500 shares held of record by the Kelly Family Trust of
which Mr. Kelly is a trustee. Includes 21,250 shares subject to stock
options exercisable within 60 days of June 30, 1999.
(11) Includes 188,750 shares subject to stock options exercisable within
60 days of June 30, 1999.
</TABLE>
Other Business
The Board of Directors knows of no other business which will be presented at
the Special Meeting. If any other business is properly brought before the
Special Meeting, it is intended that proxies in the enclosed form will be voted
in respect thereof in accordance with the judgments of the persons voting the
proxies.
It is important that the proxies be returned promptly and that your shares be
represented. Shareholders are urged to fill in, sign and promptly return the
accompanying proxy card in the enclosed envelope.
By Order of the Board of Directors,
/s/Raymond D. Zinn
--------------------------------------
Raymond D. Zinn
President, Chief Executive Officer and
Chairman of the Board of Directors
July ___, 1999
San Jose, California
<PAGE>
PROXY
MICREL, INCORPORATED
1849 FORTUNE DRIVE
SAN JOSE, CA 95131
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING ON AUGUST 19, 1999
Raymond D. Zinn and Robert J. Barker, or any one of them, each with the
power of substitution, are hereby authorized to represent and vote the shares of
the undersigned, with all the powers which the undersigned would possess if
personally present, at the Annual Meeting of Shareholders of Micrel,
Incorporated (the "Company"), to be held on Thursday, August 19, 1999, and any
adjournment or postponement thereof.
SEE REVERSE SIDE: If you wish to vote in accordance with the Board of Directors'
recommendations, just sign and date on the reverse side. You need not mark any
boxes.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE (SEE REVERSE SIDE)
<PAGE>
[x} Please Mark votes as in this example.
Shares represented by this proxy will be voted as directed by the shareholder.
IF NO SUCH DIRECTIONS ARE INDICATED, THE PROXIES WILL HAVE AUTHORITY TO VOTE
FOR PROPOSAL NO. 1. In their discretion, the Proxies are authorized to vote
upon such other business as may properly come before the Special Meeting of
Shareholders. The Board of Directors recommends a vote FOR Proposal No. 1.
1. Approval of an amendment MARK HERE FOR
to the Company's Restated ADDRESS CHANGE
Articles of Incorporation, AND NOTE AT
as amended, to increase the RIGHT [ ]
number of shares of Common
Stock which the Company is
authorized to issue from
50,000,000 shares to
100,000,000 shares
FOR WITHHELD ABSTAIN
[ ] [ ] [ ]
Please sign exactly as your name appears herein.
Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such.
Signature _______________________ Date________
Signature _______________________ Date________
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.
