SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [ x ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
[ x ] Definitive Proxy Statement Commission Only (as permitted by
[ ] Definitive Addition Materials Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
ELANTEC SEMICONDUCTOR, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ x ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which 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.
[ ] 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>
ELANTEC SEMICONDUCTOR, INC.
675 Trade Zone Boulevard
Milpitas, California 95035
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Our Stockholders:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of
Elantec Semiconductor, Inc. (the "Company") will be held at 675 Trade Zone
Boulevard, Milpitas, California 95035 on Thursday, April 6, 2000 at 9:00 a.m.,
local time for the following purposes:
1. To approve an amendment to Elantec's Restated Certificate of
Incorporation to increase the authorized number of shares of Common
Stock issuable by the Company from 25,000,000 to 50,000,000.
2. To transact any other business as may properly come before the
meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. Only stockholders of record at the close of
business on February 23, 2000 are entitled to notice of and to vote at the
meeting or any adjournment or postponement thereof.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO
COMPLETE, DATE AND SIGN AND PROMPTLY MAIL THE ENCLOSED PROXY IN THE RETURN
POSTAGE-PAID ENVELOPE PROVIDED SO THAT YOUR SHARES WILL BE REPRESENTED AT THE
MEETING.
By Order of the Board of Directors
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James V. Diller
Milpitas, California President, Chief Executive Officer and
March 8, 2000 Chairman of the Board
<PAGE>
ELANTEC SEMICONDUCTOR, INC.
675 Trade Zone Boulevard
Milpitas, California 95035
PROXY STATEMENT
March 8, 2000
The accompanying proxy (the "Proxy") is solicited on behalf of the
Board of Directors of Elantec Semiconductor, Inc., a Delaware corporation
("Elantec" or the "Company"), for use at the Special Meeting of Stockholders of
the Company to be held at 675 Trade Zone Boulevard, Milpitas, California 95035
on Thursday, April 6, 2000 at 9:00 a.m., local time (the "Meeting"). Only
holders of record of the Company's Common Stock at the close of business on
February 23, 2000 will be entitled to vote at the Meeting. At the close of
business on February 23, 2000, the Company had 9,555,402 shares of Common Stock
outstanding and entitled to vote. A majority of such shares, present in person
or represented by proxy, will constitute a quorum for the transaction of
business. This Proxy Statement and the accompanying form of proxy were first
mailed to stockholders on or about March 8, 2000.
VOTING RIGHTS AND SOLICITATION OF PROXIES
Holders of Elantec Common Stock are entitled to one vote for each share
held as of the above record date. Approval of the amendment to the Company's
Restated Certificate of Incorporation to increase the number of shares of Common
Stock authorized for issuance by the Company requires the affirmative vote of
the majority of all outstanding shares of Common Stock entitled to vote. All
votes will be tabulated by the inspector of election appointed for the Meeting,
who will tabulate affirmative and negative votes, abstentions and broker
non-votes. Abstentions and broker non-votes will be counted towards a quorum and
have the same effect as negative votes with regard to the proposal.
The expenses of soliciting proxies to be voted at the Meeting will be
paid by the Company. Following the original mailing of the proxies and other
soliciting materials, the Company and/or its agents may also solicit proxies by
mail, telephone, telegraph or in person. Following the original mailing of the
proxies and other soliciting materials, the Company will request that brokers,
custodians, nominees and other record holders of the Company's Common Stock
forward copies of the proxy and other soliciting materials to persons for whom
they hold shares of Common Stock and request authority for the exercise of
proxies. In such cases, the Company, upon the request of the record holders,
will reimburse such holders for their reasonable expenses. ChaseMellon
Shareholder Services will assist the Company in obtaining the return of proxies
at an estimated cost to the Company of $4,500.
REVOCABILITY OF PROXIES
Any person signing a Proxy in the form accompanying this Proxy
Statement has the power to revoke it prior to the Meeting or at the Meeting
prior to the vote pursuant to the Proxy. A Proxy may be revoked by a written
instrument delivered to the Secretary of the Company stating that the Proxy is
revoked, by a subsequent Proxy that is signed by the person who signed the
earlier Proxy and is presented at the Meeting or by attendance at the Meeting
and voting in person. Please note, however, that if a stockholder's shares are
held of record by a broker, bank or other nominee and that stockholder wishes to
vote at the Meeting, the stockholder must bring to the Meeting a letter from the
broker, bank or other nominee confirming that stockholder's beneficial ownership
of the shares.
<PAGE>
PROPOSAL NO. 1 - AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION
On February 16, 2000 the Board of Directors approved an amendment to
the Company's Restated Certificate of Incorporation, subject to stockholder
approval, to increase the authorized number of shares of Common Stock of the
Company from 25,000,000 shares, $0.01 par value per share, to 50,000,000 shares,
$0.01 par value per share. The number of authorized shares of preferred stock
will remain unchanged at 5,000,000 shares.
At February 23, 2000, 9,555,402 shares of Elantec Common Stock were
issued and outstanding and 2,860,973 were reserved for issuance upon exercise of
outstanding options. Also as of that date an additional 424,625 shares of
Elantec Common Stock were reserved for issuance under its existing stock and
stock option plans. The proposed increase in the number of authorized shares of
Common Stock from 25,000,000 to 50,000,000 would result in additional shares
being available for, among other things, issuance in a proposed two-for-one
stock split to be effected in the form of a stock dividend, which will not
require any additional stockholder approval, to the Company's stockholders of
record April 7, 2000 (subject to receiving such stockholder approval). These
additional shares of Common Stock would also be available for issuance from time
to time for other corporate purposes, such as acquisitions of companies or
assets, sales of stock or securities convertible into stock and issuances
pursuant to stock options or other employee benefit plans. The Company currently
has no specific plans, arrangements or understandings with respect to the
issuance of these additional shares, except for the proposed stock dividend, and
no other change in the rights of stockholders is proposed. The Company believes
that the availability of the additional shares will provide it with the
flexibility to meet business needs as they arise, to take advantage of favorable
opportunities and to respond to a changing corporate environment.
If the stockholders approve the amendment, the Company will file a
Certificate of Amendment of its Restated Certificate of Incorporation with the
Secretary of State of the State of Delaware reflecting the increase in
authorized shares. Shortly thereafter, without further stockholder action, the
Company intends to effect the two-for-one stock split of its Common Stock in the
form of a stock dividend (record date expected to be April 7, 2000), although
the Company's Board of Directors, in its sole discretion, may postpone or
terminate the proposed stock dividend. The two-for-one stock split in the form
of a stock dividend will not be effected if the proposed increase in the
authorized common stock is not approved.
The Board of Directors recommends a vote FOR the amendment to the
Company's Restated Certificate of Incorporation to increase the
number of shares of Common Stock authorized to be issued by the Company.
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
<TABLE>
The following table sets forth certain information, as of February 23,
2000 with respect to the beneficial ownership of the Company's Common Stock by:
(a) each stockholder known by the Company to be the beneficial owner of more
than five percent of the Company's Common Stock; (b) each director; (c) each
person who served as Chief Executive Officer of the Company in fiscal 1999; (d)
the three other most highly compensated executive officers of the Company in
fiscal 1999 and (e) all current executive officers and directors as a group.
<CAPTION>
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Amount and Nature of
Name and Address of Beneficial Owner Beneficial Ownership(1) Percent of Class
- --------------------------------------------------------------- ----------------------- ----------------------
<S> <C> <C>
Velocity Capital Management LLC (2) 715,000 7.5%
Kennedy Capital Management (3) 491,400 5.1
James V. Diller (4) 374,277 3.8
David O'Brien (5) 250,036 2.6
Richard E. Corbin (6) 194,216 2.0
Ralph S. Granchelli, Jr. (7) 86,070 *
Chuck K. Chan (8) 61,522 *
Ephraim Kwok (9) 53,437 *
Alan V. King (10) 30,832 *
Umesh Padval (11) 2,291 *
All current officers and directors as a group (7 persons)(12) 802,645 8.0%
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<FN>
- -------------
*Less than 1%.
(1) Unless otherwise indicated below, the persons named in the table have sole
voting and sole investment power with respect to all shares beneficially
owned, subject to community property laws where applicable.
(2) Based on information obtained from Velocity Capital Management LLC, 261
Hamilton Avenue, Suite 212, Palo Alto, California 94301, Velocity
Technology and Communications Trust A were the beneficial owners of 715,000
shares on February 23, 2000.
(3) Based on Schedule 13G filed with the Securities and Exchange Commission,
Kennedy Capital Management, 10829 Oliver Boulevard, St. Louis, Missouri
63141, was the beneficial owner of 491,400 shares on February 9, 2000.
(4) Represents 157,405 shares held by Mr. Diller and 216,872 shares subject to
options exercisable within 60 days of February 23, 2000. Mr. Diller has
been Chief Executive Officer and President of the Company since November
10, 1998.
(5) Represents 132,574 shares held by Dr. O'Brien, 3,399 shares held by Dr.
O'Brien as Custodian and 114,063 shares subject to options exercisable
within 60 days of February 23, 2000. Dr. O'Brien resigned his position as
Chief Executive Officer and President of the Company on November 10, 1998.
(6) Represents 92,905 shares held by Mr. Corbin, 39,221 shares held by Richard
Corbin as Trustee and 62,090 shares subject to options exercisable within
60 days of February 23, 2000. Mr. Corbin is Vice President of Technology.
(7) Represents 19,500 shares held by Mr. Granchelli and 66,570 shares subject
to options exercisable within 60 days of February 23, 2000. Mr. Granchelli
is Vice President of Marketing.
(8) Represents 21,898 shares held by Dr. Chan, 13,583 shares held by Chuck Chan
as Trustee and 26,041 shares subject to options exercisable within 60 days
of February 23, 2000. Dr. Chan is a director of the Company.
(9) Represents 32,500 shares held by Mr. Kwok and 20,937 shares subject to
options exercisable within 60 days of February 23, 2000. Mr. Kwok is Vice
President of Finance and Administration, Chief Financial Officer and
Secretary.
(10) Represents 10,000 shares held by Mr. King and 20,832 shares subject to
options exercisable within 60 days of February 23, 2000. Mr. King is a
director of the Company.
(11) Represents 2,291 shares subject to options exercisable within 60 days of
February 23, 2000. Mr. Padval is a director of the Company.
(12) Includes the shares subject to options exercisable within 60 days of
February 23, 2000 described in footnotes (4) and (6) through (11) and
excludes shares and options held by David O'Brien who resigned from the
Company on November 10, 1998.
</FN>
</TABLE>
<PAGE>
STOCKHOLDER PROPOSALS
Stockholder proposals for inclusion in the Company's Proxy Statement
and form of proxy relating to the Company's annual meeting of stockholders to be
held in 2001 must be received by August 17, 2000. Stockholders wishing to bring
a proposal before the annual meeting for 2001 (but not include it in the
Company's proxy materials) must provide written notice of such proposal to the
Secretary of the Company at the principal executive offices of the Company by
October 31, 2000.
OTHER BUSINESS
The Board of Directors does not presently intend to bring any other
business before the Meeting and, so far as is known to the Board, no matters are
to be brought before the Meeting except as specified in the notice of such
meeting. As to any business that may properly come before the Meeting, or any
adjournment or postponement thereof, however, it is intended that Proxies, in
the form enclosed, will be voted in the respect thereof in accordance with the
judgment of the persons voting such Proxies.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO
COMPLETE, DATE AND SIGN AND PROMPTLY MAIL THE ENCLOSED PROXY IN THE RETURN
POSTAGE-PAID ENVELOPE PROVIDED SO THAT YOUR SHARES WILL BE REPRESENTED AT THE
MEETING.
By Order of the Board of Directors
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James V. Diller
President, Chief Executive Officer and
Chairman of the Board
<PAGE>
PROXY
ELANTEC SEMICONDUCTOR, INC.
Special Meeting of Stockholders - April 6, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James V. Diller and Ephraim Kwok proxies, with
power to act without the other and with power of substitution, and hereby
authorizes them to represent and vote, as designated on the other side, all the
shares of stock of Elantec Semiconductor, Inc. standing in the name of the
undersigned with all powers which the undersigned would possess if present at
the Special Meeting of Stockholders of the Company to be held at 675 Trade Zone
Boulevard, Milpitas, California 95035 on April 6, 2000 at 9:00 a.m., local time,
or any adjournment or postponement thereof.
(Continued, and to be marked, dated and signed, on the other side)
* FOLD AND DETACH HERE *
<PAGE>
Please mark
your votes as [X]
indicated in
this example
The Board of Directors recommends a vote FOR the Proposal:
To amend the Company's Restated Certificate of Incorporation to increase the
authorized number of shares of Common Stock issuable by the Company from
25,000,000 to 50,000,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY
WILL BE VOTED FOR THE PROPOSAL.
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournment or postponement there
of to the extent authorized by Rule 14a-4(c) promulgated by the Securities and
Exchange Commission.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
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Dated: ------------------------------------------------
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Signature(s)
Note: Please sign exactly as your name(s) appear on your stock certificate. If
shares are held of record in the names of two or more persons or in the name of
the husband and wife, whether as joint tenants or otherwise, both or all of such
persons should sign the proxy. If shares of stock are held of record by a
corporation, the proxy should be executed by the president or vice president and
the secretary or assistant secretary. Executors, administrators or other
fiduciaries who execute the above proxy for a deceased stockholder should give
their full title. Please date this proxy.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE,
SIGN AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE SO
THAT YOUR SHARES WILL BE REPRESENTED AT THE MEETING.
* FOLD AND DETACH HERE *
