-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QVpjZuIW2VXpR1nhfAuUL9L0ayk5nhCJ/lt1W6S2/VkR1z3Mmd6k9emsl8ndkoaZ yDTxxKJ8F6eHTAu3GxLeCQ== 0000891020-03-001673.txt : 20030528 0000891020-03-001673.hdr.sgml : 20030528 20030528150712 ACCESSION NUMBER: 0000891020-03-001673 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030528 GROUP MEMBERS: DOUGLAS FAMILY TRUST GROUP MEMBERS: JAMES DOUGLAS AND JEAN DOUGLAS IRREVOCABLE DECENDANTS' TRUST GROUP MEMBERS: JAMES E. DOUGLAS, III FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOUGLAS KEVIN CENTRAL INDEX KEY: 0001132859 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4040 CIVIC CENTER DRIVE CITY: SAN RAFAEL STATE: CA ZIP: 94903 MAIL ADDRESS: STREET 1: 4040 CIVIC CENTER DRIVE CITY: SAN RAFAEL STATE: CA ZIP: 94903 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CELERITEK INC/CA CENTRAL INDEX KEY: 0000919583 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770057484 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49108 FILM NUMBER: 03721507 BUSINESS ADDRESS: STREET 1: 3236 SCOTT BLVD CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4089865060 MAIL ADDRESS: STREET 1: 3236 SCOTT BLVD CITY: SANTA CLARA STATE: CA ZIP: 95054 SC 13D/A 1 v90518sc13dza.htm AMENDMENT NO. 1 TO SCHEDULE 13D sc13dza
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

CELERITEK, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

150926103

(Cusip Number)

Evelyn Cruz Sroufe
Perkins Coie LLP
1201 Third Avenue, Suite 4000
Seattle, WA 98101-3099
(206) 583-8888

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 18, 2003

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 150926103
  1. Name of Reporting Person:
Kevin Douglas (1)		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) x Joint Filing (see Row 12 below and Item 5(a)-(b) of the original Schedule 13D filed by the Reporting Persons hereunder)
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
- 0 -
8. Shared Voting Power:
233,248
9. Sole Dispositive Power:
- 0 -
10.Shared Dispositive Power:
353,400
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
353,400
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
x The amount in Row 11 above excludes a total of 912,275 shares of Common Stock of Celeritek, Inc. beneficially owned by members of the Celeritek Shareholder Protective Committee other than Kevin Douglas, who is the only Reporting Person hereunder who is a member of such Committee.
  13.Percent of Class Represented by Amount in Row (11):
2.9%(2)
  14.Type of Reporting Person (See Instructions):
IN
(1)   Kevin Douglas and his wife, Michelle Douglas, hold 125,768 shares both directly and jointly.
 
(2)   Calculated based on 12,340,644 shares of Celeritek, Inc.’s Common Stock outstanding as of January 31, 2003, as reported in its quarterly report on Form 10-Q for the quarter ended December 31, 2002 and filed with the Securities and Exchange Commission on February 10, 2003.

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CUSIP No. 150926103
  1. Name of Reporting Person:
James E. Douglas, III		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) x Joint Filing (see Row 12 below and Item 5(a)-(b) of the original Schedule 13D filed by the Reporting Persons hereunder)
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
7,340
8. Shared Voting Power:
-0-
9. Sole Dispositive Power:
-0-
10.Shared Dispositive Power:
7,340
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
353,400
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
x The amount in Row 11 above excludes a total of 912,275 shares of Common Stock of Celeritek, Inc. beneficially owned by members of the Celeritek Shareholder Protective Committee other than Kevin Douglas, who is the only Reporting Person hereunder who is a member of such Committee.
  13.Percent of Class Represented by Amount in Row (11):
2.9%(1)
  14.Type of Reporting Person (See Instructions):
IN
(1)   Calculated based on 12,340,644 shares of Celeritek, Inc.’s Common Stock outstanding as of January 31, 2003, as reported in its quarterly report on Form 10-Q for the quarter ended December 31, 2002 and filed with the Securities and Exchange Commission on February 10, 2003.
 

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CUSIP No. 150926103
  1. Name of Reporting Person:
Douglas Family Trust (1)		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) x Joint Filing (see Row 12 below and Item 5(a)-(b) of the original Schedule 13D filed by the Reporting Persons hereunder)
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
112,812
8. Shared Voting Power:
-0-
9. Sole Dispositive Power:
-0-
10.Shared Dispositive Power:
112,812
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
353,400
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
x The amount in Row 11 above excludes a total of 912,275 shares of Common Stock of Celeritek, Inc. beneficially owned by members of the Celeritek Shareholder Protective Committee other than Kevin Douglas, who is the only Reporting Person hereunder who is a member of such Committee.
  13.Percent of Class Represented by Amount in Row (11):
2.9%(2)
  14.Type of Reporting Person (See Instructions):
OO
(1)   James E. Douglas, Jr. and Jean A. Douglas, husband and wife, are each a co-trustee.
 
(2)   Calculated based on 12,340,644 shares of Celeritek, Inc.’s Common Stock outstanding as of January 31, 2003, as reported in its quarterly report on Form 10-Q for the quarter ended December 31, 2002 and filed with the Securities and Exchange Commission on February 10, 2003.

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Table of Contents

             
CUSIP No. 150926103
  1. Name of Reporting Person:
James Douglas and Jean Douglas Irrevocable Descendants’ Trust (1)		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) x Joint Filing (see Row 12 below and Item 5(a)-(b) of the original Schedule 13D filed by the Reporting Persons hereunder)
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
107,480
8. Shared Voting Power:
-0-
9. Sole Dispositive Power:
107,480
10.Shared Dispositive Power:
-0-
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
353,400
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
x The amount in Row 11 above excludes a total of 912,275 shares of Common Stock of Celeritek, Inc. beneficially owned by members of the Celeritek Shareholder Protective Committee other than Kevin Douglas, who is the only Reporting Person hereunder who is a member of such Committee.
  13.Percent of Class Represented by Amount in Row (11):
2.9%(2)
  14.Type of Reporting Person (See Instructions):
OO
(1)   Kevin Douglas and Michelle Douglas, husband and wife, are each a co-trustee.
 
(2)   Calculated based on 12,340,644 shares of Celeritek, Inc.’s Common Stock outstanding as of January 31, 2003, as reported in its quarterly report on Form 10-Q for the quarter ended December 31, 2002 and filed with the Securities and Exchange Commission on February 10, 2003.

Page 5 of 8

Item 4. Purpose of Transaction
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 7. Material to be Filed as Exhibits
SIGNATURE
Exhibit A
Exhibit J
Exhibit K

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Item 4. Purpose of Transaction

     Item 4 of the original Schedule 13D filed by the Reporting Persons hereunder is hereby amended to reflect that on May 18, 2003, the Celeritek Shareholder Protective Committee (the “Committee”) reached an agreement with Celeritek, Inc. (the “Company”) that resolved certain disputes between the Committee and the Company regarding (i) the composition of the Company’s board of directors and committees of the board, (ii) the identification, consideration and taking of action with respect to strategic alternatives that may be available to the Company, (iii) termination of the Company’s “poison pill,” (iv) certain proposed actions by the Committee or its members, (v) cancellation of the special meeting of shareholders of the Company scheduled for May 19, 2003 and (vi) certain other matters. A copy of the letter agreement, dated as of May 18, 2003, between the Committee and the Company containing the terms of the agreement reached by the Committee and the Company (the “Letter Agreement”) is attached hereto as Exhibit J. In accordance with the Letter Agreement, the Committee and the Company expect to enter into a definitive agreement that reflects the terms of the Letter Agreement as soon as practicable and, in any event, by May 28, 2003.

     The press release, dated May 19, 2003, announcing the agreement between the Committee and the Company to settle their pending proxy contest, in accordance with the terms of the Letter Agreement, is attached hereto as Exhibit K.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

     Pursuant to the Letter Agreement, the Committee has agreed: (i) to immediately withdraw its proposals to elect six new directors nominated by the Committee and immediately withdraw its request that the Company call and hold the special meeting of shareholders scheduled for May 19, 2003; (ii) to

Page 6 of 8

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discontinue any solicitation of proxies in connection with such special meeting of shareholders; and (iii) until the adjournment of the Company’s 2004 annual meeting of shareholders (the “Standstill Period”), subject to certain exceptions, not to (A) acquire any shares of voting stock of the Company, (B) join a group of persons who are unaffiliated with the Committee in any manner that would require disclosure under Section 13(d) of the Securities Exchange Act of 1934, as amended, (C) submit any shareholder proposals, call a meeting of shareholders or otherwise solicit proxies in favor of proposals that are not approved by the Company’s board of directors, (D) other than through communications with members of the Company’s board of directors, seek to become involved in the business, management or operations of the Company, (E) engage in, offer, solicit or otherwise facilitate any proposal to acquire the Company or (F) assist or act in concert with any third party with respect to the items set forth in clauses (A) through (E) above.

     Pursuant to the Letter Agreement, the Committee has further agreed, during the Standstill Period: (i) subject to certain exceptions, not to transfer any shares of the Company’s Common Stock, unless such shares are first offered for sale to the Company; and (ii) to vote or deliver a proxy only to the Company in respect of all its shares of the Company’s Common Stock (A) in favor of the slate of director nominees proposed by the Company’s board of directors, provided that such slate includes the Committee’s director designees then in office, and (B) against any slate of director nominees proposed by any person other than the Company’s board of directors, provided that the slate of director nominees supported by the Company’s board of directors includes the Committee’s director designees then in office.

Item 7. Material to be Filed as Exhibits

         
    Exhibit A:   Joint Filing Agreement among the Reporting Persons
         
    Exhibit J:   Letter agreement dated as of May 18, 2003 between the Celeritek Shareholder Protective Committee and Celeritek, Inc.
         
    Exhibit K:   Press release dated May 19, 2003

Page 7 of 8

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SIGNATURE

         
Date: May 27, 2003   /s/ Tim McGaw as Attorney-in-Fact*
Kevin Douglas
         
Date: May 27, 2003        
    /s/ Tim McGaw as Attorney-in-Fact*
James E. Douglas, III
         
Date: May 27, 2003   DOUGLAS FAMILY TRUST
         
    By:   /s/ Tim McGaw as Attorney-in-Fact*
       
        James E. Douglas, Jr.
    Title:   Trustee
         
    By:   /s/ Tim McGaw as Attorney-in-Fact*
       
        Jean A. Douglas
    Title:   Trustee
         
Date: May 27, 2003   JAMES DOUGLAS AND JEAN DOUGLAS
IRREVOCABLE DESCENDANTS’TRUST
         
    By:   /s/ Tim McGaw as Attorney-in-Fact*
       
        Kevin Douglas
    Title:   Trustee
         
    By:   /s/ Tim McGaw as Attorney-in-Fact*
       
        Michelle Douglas
    Title:   Trustee

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).

*Executed pursuant to the Power of Attorney filed as Exhibit I to the Schedule 13D filed with the SEC by the Reporting Persons hereunder on April 1, 2003 and incorporated herein by this reference.

Page 8 of 8 EX-99.A 3 v90518exv99wa.htm EXHIBIT A exv99wa

 

EXHIBIT A
JOINT FILING AGREEMENT

     This Joint Filing Agreement (this “Agreement”) hereby confirms the agreement by and among all of the undersigned that the Amendment No. 1 to the Schedule 13D to which this Agreement is attached as Exhibit A with respect to the beneficial ownership of the undersigned of shares of Celeritek, Inc.’s Common Stock is being filed on behalf of each of the undersigned. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

         
Date: May 27, 2003   /s/ Tim McGaw as Attorney-in-Fact*
Kevin Douglas
         
Date: May 27, 2003   /s/ Tim McGaw as Attorney-in-Fact*
James E. Douglas, III
         
Date: May 27, 2003   DOUGLAS FAMILY TRUST
         
    By:   /s/ Tim McGaw as Attorney-in-Fact*
       
        James E. Douglas, Jr.
    Title:   Trustee
         
    By:   /s/ Tim McGaw as Attorney-in-Fact*
       
        Jean A. Douglas
    Title:   Trustee
         
Date: May 27, 2003   JAMES DOUGLAS AND JEAN DOUGLAS IRREVOCABLE DESCENDANTS’TRUST
         
    By:   /s/ Tim McGaw as Attorney-in-Fact*
       
        Kevin Douglas
    Title:   Trustee
         
    By:   /s/ Tim McGaw as Attorney-in-Fact*
       
        Michelle Douglas
    Title:   Trustee

*Executed pursuant to the Power of Attorney filed as Exhibit I to the Schedule 13D filed with the SEC by the Reporting Persons hereunder on April 1, 2003 and incorporated herein by this reference.

A-1 EX-99.J 4 v90518exv99wj.htm EXHIBIT J exv99wj

 

Exhibit J

Celeritek, Inc.
3236 Scott Boulevard
Santa Clara, CA 95054

May 18, 2003

Celeritek Shareholder Protective Committee
c/o B. Riley and Co., Inc.
11150 Santa Monica Blvd., Suite 750
Los Angeles, CA 90025

  Re:   Terms of Settlement

Gentlemen:

     As you know, the Celeritek Shareholder Protective Committee (the “Committee”) has requested that Celeritek, Inc. (the “Company”) call a special meeting of its shareholders (the “Special Meeting”) to consider and vote on a proposal to remove all of the current members of the Company’s board of directors (the “Board”) and a proposal to elect six new directors nominated by the Committee (the “Proposals”). The Company and the Committee have determined that it is in the best interest of the Company’s shareholders to resolve their dispute with respect to the Special Meeting and the composition of the Board on the general terms set forth herein.

     1.     Special Meeting. Upon the execution and delivery of the definitive agreement contemplated by Section 14 hereof (the “Definitive Agreement”), the Committee shall immediately withdraw the Proposals and its request that the Company call and hold the Special Meeting. The Company shall cancel the Special Meeting promptly thereafter.

     2.     Standstill. Commencing with the execution of this letter agreement by each of the parties hereto, the Committee, the Company and each of their respective directors, officers, employees, affiliates, representatives and other agents shall immediately discontinue any solicitation of proxies in connection with the Special Meeting.

     3.     Board Composition. The Board shall, effective as of the execution and delivery of the Definitive Agreement, increase the size of the Board to be comprised of seven (7) directors. Immediately thereafter, and effective as of the execution and delivery of the Definitive Agreement, (i) William D. Rasdal, Thomas Hubbs and Donald Cox shall resign from the Board, and (ii) the Board shall appoint Bryant Riley, Lloyd I. Miller and Michael Targoff (collectively, the “Committee Directors”) and J. Michael Gullard as directors of the Company (together with Tamer Husseini, Charles Waite and Robert Gallagher, the “Continuing Directors”). The Company shall take all action to re-nominate and recommend the re-election of the Continuing Directors to the Board at the 2003 annual meeting of the

 

 

Celeritek Shareholder Protective Committee
May 18, 2003
Page 2

Company’s shareholders. In the event that the members of the Committee and their respective affiliates hold of record or beneficially, in the aggregate: (i) less than 50% of the shares of Company common stock that they hold as of the date hereof (as reflected in the Schedule 13Ds filed with the SEC prior to the date hereof), one Committee Director (as chosen by Committee Directors) shall resign; (ii) less than 25% of the shares of Company common stock that they hold as of the date hereof (as reflected in the Schedule 13Ds filed with the SEC prior to the date hereof), the second Committee Director (as chosen by Committee Directors) shall resign; and (iii) less than 10% of the shares of Company common stock that they hold as of the date hereof (as reflected in the Schedule 13Ds filed with the SEC prior to the date hereof), the remaining Committee Director shall resign.

     4.     Board Committees.

          (a) The Board shall appoint at least one (1) Committee Director to serve on each committee of the Board, which, in the case of the audit committee, shall include Bryant Riley, provided that he is qualified to serve on such committee under applicable legal requirements.

          (b) The Board shall, effective as of the execution and delivery of the Definitive Agreement, create a “Strategy Committee” to explore strategic alternatives available to the Company (including, without limitation, repurchasing shares of Company common stock through an open market repurchase program, a self tender or otherwise) and to make recommendations to the Board in respect thereof, it being understood and hereby agreed that the Strategy Committee shall not have any delegated authority to take any action for or on behalf of the Company or the Board without specific authorization from the Board. The Strategy Committee shall be composed of all directors of the Company other than any director(s) employed by the Company.

     5.     Standstill and Related Provisions.

          (a) Until the 2004 annual meeting of the Company’s shareholders is adjourned (the “Standstill Period”), neither the Committee nor any persons or entities affiliated with the Committee shall (i) acquire any shares of voting stock of the Company; provided, however, that the foregoing restriction shall not restrict or otherwise limit the right of (A) any Committee Director to acquire shares of Company common stock (or options to acquire shares of Company common stock) pursuant to the compensation arrangements provided to Continuing Directors in their capacity as directors of the Company, and (B) Michael Targoff to acquire shares of Company common stock at any time when it is appropriate for directors of the Company to make such purchases, provided that he is a director of the Company at the time of any such purchase, (ii) join a group of persons who are unaffiliated with the Committee in any manner that would be required to be disclosed under Section 13(d) of the Securities Exchange Act of

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Celeritek Shareholder Protective Committee
May 18, 2003
Page 3

1934, (iii) submit any shareholder proposals, call a meeting of shareholders or otherwise solicit proxies in favor of proposals that are not approved by the Board, (iv) other than through communications with members of the Company Board, seek to become involved in the business, management or operations of the Company, (v) engage in, offer, solicit or otherwise facilitate any proposal to acquire the Company, whether by merger, consolidation or other business combination transaction, purchase of securities or assets, or otherwise, or (vi) assist or act in concert with any third party with respect to the actions set forth in the foregoing clauses (i) through (v); provided, however, that none of the foregoing restrictions shall be deemed to (A) restrict the authority or right of any of the Continuing Directors to take any action that they are required to take in order to fulfill their fiduciary duties to the Company and its shareholders, or (B) restrict the authority or activities of any of the Continuing Directors when acting in their capacity as a director of the Company or as an officer of the Company, if and when elected as an officer (except that they shall vote for the nomination of the Continuing Directors in accordance with the terms of this letter agreement), or (C) require any Continuing Director to vote, or refrain from voting, on any matter as they deem appropriate and in the best interests of the Company and its shareholders. During the Standstill Period, the restrictions set forth in the foregoing clauses (ii), (iii), (v) and (vi) shall, subject to the foregoing proviso, apply to all Continuing Directors, each of whom shall execute the Definitive Agreement to evidence their agreement thereto.

          (b) During the Standstill Period, neither the Committee nor any persons or entities affiliated with the Committee shall transfer, sell or otherwise dispose of any of their shares of Company common stock, including, without limitation, pursuant to a tender or exchange offer in respect of shares of Company common stock, unless the party proposing to transfer, sell or otherwise dispose of such shares shall first offer such shares for sale to the Company under the terms of a customary right of first refusal; provided, however, that notwithstanding the foregoing, either the Committee or any persons or entities affiliated with the Committee shall be entitled, without limitation of any kind, to (i) sell any shares of Company common stock in open market transactions, and (ii) tender any shares of Company common stock into a tender or exchange offer in respect of shares of Company common stock that includes an offer price that reflects at least a 20% premium to the average closing price of Company common stock during the 20-consecutive trading days ending on the trading day immediately prior to public announcement of such tender or exchange offer.

          (c) During the Standstill Period, the Committee and all persons or entities affiliated with the Committee shall vote or deliver a proxy to the Company in respect of all of their shares of Company common stock (i) in favor of the slate of director nominees proposed by the Board, provided such slate of director nominees includes the Committee Directors then in office, and (ii) against any slate of director nominees proposed by any person other than the Board, provided that the slate of directors nominees supported by the Board includes the

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Celeritek Shareholder Protective Committee
May 18, 2003
Page 4

Committee Directors then in office. During the Standstill Period, neither the Committee nor any persons or entities affiliated with the Committee shall vote or deliver a proxy to any person other than the Company in respect of any of their shares of Company common stock in favor of any slate of director nominees that is not supported by the Board, provided that the slate of directors nominees supported by the Board includes the Committee Directors then in office.

     6.     Confidentiality. Subject to their fiduciary duties and other obligations under applicable law, the Continuing Directors shall keep confidential all information that becomes available to them in their capacity as directors of the Company or is otherwise discussed by the Board, and shall not use such information to contest any action or determination of the Board. Each of the Continuing Directors shall execute an agreement affirming the foregoing obligation.

     7.     Public Disclosure. The parties shall agree upon a joint press release announcing the terms of this letter agreement. In addition, during the Standstill Period, no party to this letter agreement shall issue any press release or make any other public statement or announcement to any third party or file any document with any governmental authority regarding (i) the Special Meeting, the solicitation of proxies in connection therewith, this letter agreement or the Definitive Agreement, or (ii) other than in the ordinary course of business, the Company, the Board or Company management, in the case of the foregoing clauses (i) and (ii), without the prior approval of the other party or parties hereto, which consent shall not be unreasonably withheld or delayed. The parties hereto acknowledge and hereby agree that certain members of the Committee will file with the Securities and Exchange Commission an amendment to their previously filed Schedule 13Ds which discloses the settlement arrangements contemplated hereby and includes, as exhibits thereto, this letter agreement and the joint press release contemplated by this Section 7.

     8.     Non-Disparagement. During the Standstill Period, neither the Committee nor any persons or entities affiliated with the Committee shall publicly disparage, criticize or make any negative statements regarding the Company, the Board, management or the Company’s policies. During the Standstill Period, the Company shall not publicly disparage, criticize or make any negative statements regarding the Committee or any persons or entities affiliated with the Committee.

     9.     Chairman and CEO. Tamer Husseini shall remain Chairman and CEO of the Company.

     10.     Shareholder Rights Agreement. The Board shall take appropriate action to terminate the shareholder rights agreement as promptly as practicable and in no event later than June 15, 2003. During the Standstill Period, the Board shall not adopt or otherwise implement a new or

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Celeritek Shareholder Protective Committee
May 18, 2003
Page 5

replacement shareholder rights plan without the consent of a majority of the Committee Directors then in office, which consent shall not be unreasonably withheld or delayed.

     11.     Bylaws. During the Standstill Period, the Company will not amend its bylaws in any manner to impose any additional standards or conditions regarding the ability of directors to call, or otherwise make it more difficult to call, meetings of the Board.

     12.     Reimbursement of Expenses. The Company shall reimburse the Committee for up to $275,000 of the expenses it incurred in connection with the Special Meeting and the solicitation of proxies in connection therewith.

     13.     Change of Control Agreements. The parties hereby acknowledge that the change of control agreements between the Company and each of Tamer Husseini and Margaret Smith are valid and enforceable in accordance with their respective terms, and that the transactions and other arrangements contemplated pursuant to this letter agreement will constitute a “Change of Control” as such term is defined in each of such change of control agreements.

     14.     Definitive Documentation. As promptly as practicable (and in any event by 9:59 a.m. (California time) on May 28, 2003), the parties shall prepare and enter into a definitive agreement reflecting the terms set forth herein (which shall provide for the specific performance of all obligations arising thereunder). The Committee and the Company hereby consent to the postponement of the Special Meeting until 10:00 a.m. (California time) on May 28, 2003 to permit the drafting and execution of such definitive agreement.

     15.     Termination. This letter agreement shall automatically terminate and be of no further force or effect, without any action on the part of any party hereto, upon the earlier to occur of (i) the execution and delivery of the Definitive Agreement, and (ii) 9:59 a.m. (California time) on May 28, 2003.

     16.     Counterparts. This letter agreement may be executed in two or more counterparts, each of which shall be deemed to be original and all of which shall constitute one and the same instrument.

* * *

     If the foregoing meets the Committee’s approval, please countersign below.

     
    Sincerely,
    CELERITEK, INC.
     
    /s/ Tamer Husseini
    Tamer Husseini
    Chief Executive Officer

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Celeritek Shareholder Protective Committee
May 18, 2003
Page 6

AGREED AND ACCEPTED
(It being understood and hereby agreed that each of the following signatories is executing this letter agreement in its or his capacity as a member of the Celeritek Shareholder Protective Committee, and in its or his independent or individual capacity, as the case may be.)

SACC Partners LP

         
By: Riley Investment Management LLC,
its General Partner		    
         
By:   /s/ Bryant R. Riley    
   
   
    Bryant R. Riley, President    
         
Riley Investment Management LLC    
         
By:   /s/ Bryant R. Riley    
   
   
    Bryant R. Riley, President    
         
B. Riley and Co. Inc.    
         
By:   /s/ Bryant R. Riley    
   
   
    Bryant R. Riley, President    
         
B. Riley and Co. Holdings, LLC    
         
By:   /s/ Bryant R. Riley    
   
   
    Bryant R. Riley, President    
         
    /s/ Bryant R. Riley    
   
   
    Bryant R. Riley, an individual    

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Celeritek Shareholder Protective Committee
May 18, 2003
Page 7

         
Bricoleur Capital Management LLC    
         
    By: /s/ Robert Poole    
   
   
    Robert Poole, Management
Committee Member		    
         
/s/ Lloyd I. Miller    
   
Lloyd I. Miller, III, an individual    
         
/s/ Kevin Douglas    
   
Kevin Douglas, an individual    
         
/s/ James E. Douglas, III    
   
James E. Douglas, III, an individual    
         
Douglas Family Trust    
         
By:   /s/ James E. Douglas, Jr.    
   
   
    James E. Douglas, Jr., Trustee    
         
By:   /s/ Jean A. Douglas    
   
   
    Jean A. Douglas, Trustee    
         
James Douglas and Jean Douglas Irrevocable
Descendants’ Trust		    
         
By:   /s/ Kevin Douglas    
   
   
    Kevin Douglas, Trustee    
         
By:   /s/ Michelle Douglas    
   
   
    Michelle Douglas, Trustee    

-7- EX-99.K 5 v90518exv99wk.htm EXHIBIT K exv99wk

 

Exhibit K

     
For Further Information:    
Peggy Smith   Bryant Riley
Celeritek   Celeritek Celeritek Shareholder Protective Committee
(408) 986-5060   B. Riley & Co.
    (310) 966-1444
Barrett Godsey    
Joele Frank, Wilkinson Brimmer Katcher    
(212) 355-4449    

CELERITEK REACHES SETTLEMENT AGREEMENT WITH
SHAREHOLDER PROTECTIVE COMMITTEE

SANTA CLARA, Calif., May 19, 2003 — Celeritek, Inc. (Nasdaq: CLTK), a manufacturer of GaAs semiconductor components for the wireless communications market and GaAs-based subsystems for the defense market, and the Celeritek Shareholder Protective Committee (CSPC) announced today that they have agreed to settle their pending proxy contest.

Under the terms of the settlement, Celeritek will expand its board from six directors to seven. The new board will be composed of:

  -   Three of Celeritek’s current directors: Tamer Husseini, Charles Waite and Robert Gallagher;
 
  -   Three directors nominated by the CSPC: Bryant Riley, Lloyd I. Miller and Michael Targoff; and
 
  -   J. Michael Gullard, who is not affiliated with either the company or the CSPC. Mr. Gullard is general partner of Cornerstone Management, a venture capital and consulting firm that provides strategic focus and direction for technology companies primarily in the software and data communications industries. He is also chairman of the board of both Merant plc (Nasdaq: MRNT) and Netsolve, Inc. (Nasdaq: NTSL), and a director of JDA Software Group, Inc. (Nasdaq: JDAS). Mr. Gullard’s 27 years in the technology industry include a number of executive and management posts at Telecommunications Technology Inc. and the Intel Corporation. He holds a master of business administration and a bachelor of arts degree from Stanford University.

The terms of the settlement also contemplate that at least one of the directors nominated by the CSPC will be appointed to each committee of the company’s board, and that Mr. Riley will serve on the audit committee.

 

 

The Celeritek board also has agreed to create a strategy committee to explore strategic alternatives available to the company, including repurchasing company shares through an open market repurchase program, a self tender or otherwise, and to make recommendations to the board regarding the company’s strategic alternatives. The strategy committee will be comprised of the company’s non-management directors.

Celeritek also will terminate the company’s shareholder rights plan and, subject to certain exceptions, the company will not implement a new rights plan at any time prior to its 2004 annual meeting of shareholders.

Tamer Husseini, Celeritek’s chairman and chief executive officer, said, “We are pleased to be able to resolve this matter and remove the uncertainty created by the proxy contest. Our objective is to do what is right for our shareholders and we believe that our agreement with the CSPC does just that.

“With the advice and assistance of our new directors, we will continue to focus on delivering value to all of the company’s shareholders. We will continue to take the steps that we believe are in our shareholders’ best interest and look forward to reporting on our continued progress along the way,” continued Mr. Husseini.

Bryant Riley, chairman and chief executive officer of B. Riley & Co. and a member of the CSPC, said, “We look forward to joining the board in its efforts to pursue all options to increase shareholder value.”

Celeritek and the CSPC have agreed to postpone the special meeting until May 28, 2003 so that the parties can draft and execute a definitive agreement memorializing the terms of the settlement. Upon the execution of the definitive agreement, the special meeting will be cancelled. In addition, the CSPC and its members and related parties have agreed to various customary standstill provisions, which will be in effect until the adjournment of Celeritek’s 2004 annual meeting of shareholders.

ABOUT CELERITEK

Celeritek designs and manufactures GaAs semiconductor components and GaAs- based subsystems used in the transmission of voice, video and data traffic over wireless communications networks. Its GaAs semiconductor components and subsystems are designed to facilitate broadband voice and data transmission in mobile handsets and wireless communications infrastructures. Its GaAs semiconductor components primarily consist of transmit solutions, including power amplifiers for cellular and PCS handsets. These products are focused on the high growth CDMA and emerging WCDMA wireless market. Celeritek provides its GaAs-based subsystems to leading companies in the defense industry.

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FORWARD-LOOKING STATEMENTS

This release contains forward-looking statements, including statements regarding Celeritek’s efforts to explore strategic alternatives and means by which the company can enhance shareholder value. These forward-looking statements represent Celeritek’s expectations or beliefs concerning future events.

Celeritek undertakes no duty to update these forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements as a result of known and unknown risk factors and uncertainties.

Please see the company’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q for a description of the risks facing the company’s business.

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