-----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, KWuhFSLGR5aVuWOa2k40hfMzjrk1Pho7HJ0/37YZIpDTL7w7ExDnFUh9o6ONU8m4 tJ0ca077Fo2CHWlL5wyflw== 0001116502-03-000437.txt : 20030326 0001116502-03-000437.hdr.sgml : 20030325 20030325174732 ACCESSION NUMBER: 0001116502-03-000437 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030326 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RILEY BRYANT R CENTRAL INDEX KEY: 0001207269 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 11150 SANTA MONICA BLVD STE 750 CITY: LOS ANGELES STATE: CA ZIP: 90025 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: 03616579 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 riley-sc13da2.txt AMENDMENT NO. 2 TO FORM SC13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. 2)* CELERITEK, INC. --------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 150926103 --------- (CUSIP Number) Peter J. Tennyson, Esq. Paul, Hastings, Janofsky & Walker LLP 695 Town Center Drive, Seventeenth floor Costa Mesa, California 92626 (714) 668-6200 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 24, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(c), 13d-1(f) or 13d-1(g), check the following box. |_| NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 the disclosures provided in a prior cover page. The information required in 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). Exhibit Index on Page 5 Total Pages 5
CUSIP No. 150926103 SCHEDULE 13D Page 2 of 7 =========== ======================================================================================================================== 1 Name of Reporting Person SACC PARTNERS, LP; RILEY INVESTMENT MANAGEMENT LLC; B. RILEY AND CO.; BRYANT R. RILEY IRS Identification No. of Above Person - ----------- ------------------------------------------------------------------------------------------------------------------------ 2 Check the Appropriate Box if a member of a Group (a) |_| (b) |X| - ----------- ------------------------------------------------------------------------------------------------------------------------ 3 SEC USE ONLY - ----------- ------------------------------------------------------------------------------------------------------------------------ 4 Source of Funds OO - ----------- ------------------------------------------------------------------------------------------------------------------------ 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| - ----------- ------------------------------------------------------------------------------------------------------------------------ 6 Citizenship or Place of Organization UNITED STATES =========== ======================================================================================================================== 7 Sole Voting Power 723,092 NUMBER OF ------------ --------------------------------------------------------------------------------------- SHARES 8 Shared Voting Power BENEFICIALLY OWNED BY EACH ------------ --------------------------------------------------------------------------------------- REPORTING 9 Sole Dispositive Power 723,092 PERSON WITH ------------ --------------------------------------------------------------------------------------- 10 Shared Dispositive Power ============= ====================================================================================================================== 11 Aggregate Amount Beneficially Owned by Each Reporting Person 723,092 - ------------- ---------------------------------------------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares |X| - ------------- ---------------------------------------------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row 11 5.86% - ------------- ---------------------------------------------------------------------------------------------------------------------- 14 Type of Reporting Person PN, IA, BD, OO, IN ============= ======================================================================================================================
ITEM 4. PURPOSE OF TRANSACTION. This item as previously filed is amended to include the following additional information: As previously disclosed, the Celeritek Shareholder Protective Committee (the "Committee") was considering, among other things, requesting the call of a special shareholder meeting to remove the present members of the Board of Directors of Celeritek and replace them with five new directors. On March 12, 2003, the members of the Committee delivered to Celeritek a request that Celeritek call a special meeting of its shareholders to remove the current members of Celeritek's Board of Directors and replace them with the following individuals: Kevin Douglas; Kenneth Potashner; Milton Borkowski; Bryant Riley; and Lloyd Miller. This first request is attached to this filing as Exhibit G. On March 17, 2003, Celeritek informed the Committee that it had rejected the Committee's request to call a special meeting of the shareholders because it appeared the request was not executed by shareholders having record ownership of shares entitled to cast 10 percent of the votes at a special meeting. The Committee responded that, pursuant to its review of the applicable provisions of the California General Corporation Law and Celeritek, Inc.'s bylaws, Celeritek's rejection was in error, as the signatories did have the required 10% record ownership. Subsequently, Celeritek informed the Committee that it was rejecting the request for a special meeting because some members of the Committee had signed the request as individuals rather than on behalf of any trusts for which they are trustees or any partnerships of which they are partners. Therefore, on March 19, 2003, the Committee members re-executed the request for a special meeting and delivered the second request to Celeritek. This second request is attached to this filing as Exhibit H. On March 24, 2003, the Committee determined that, should Celeritek fail within 20 days from its receipt of the second request to cause notice of the Committee's proposed meeting to be given to the shareholders entitled to vote at a special meeting, the Committee intends to either give such notice itself or to request that the appropriate Superior Court order Celeritek to give the notice. Accordingly, the Committee intends to file preliminary proxy materials with the U.S. Securities and Exchange Commission. Depending on overall market conditions, other investment opportunities, and the availability of shares of Celeritek's stock at desirable prices, the members of the Committee may acquire additional shares of Celeritek stock in open market or private transactions on such terms and at such times as it deems appropriate. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. This item as previously filed is amended to include the following additional exhibits: Exhibit G. First request for the calling of a special meeting of shareholders. Exhibit H. Second request for the calling of a special meeting of shareholders. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 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 By: /s/ Bryant R. Riley --------------------------------- Bryant R. Riley DATED: March 24, 2003 EXHIBIT INDEX Exhibit G. First request for the calling of a special meeting of shareholders. Exhibit H. Second request for the calling of a special meeting of shareholders. EXHIBIT G. FIRST REQUEST FOR THE CALLING OF A SPECIAL MEETING OF SHAREHOLDERS. TO: Secretary of Celeritek, Inc. The undersigned, the holder(s) of shares entitled to cast not less than 10 percent of the votes of Celeritek, Inc. ("Celeritek") do hereby call a special meeting of the shareholders of said corporation to be held on May __, 2003 at 10:00 a.m. Pacific time for the purpose of considering and acting upon the following matter: To remove the current members of Celeritek, Inc.'s board of directors and replace them with the following individuals: A. Kevin Douglas B. Kenneth Potashner C. Milton Borkowski D. Bryant Riley E. Lloyd Miller Attached as Exhibit A is all the information relating to each nominee for election as a director that is required to be disclosed in solicitations of proxies for election of directors in an election context, or as otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and Rule 14A-11 thereunder. Attached as Exhibit B hereto are each nominee's written consent to being named in the proxy statement as a nominee and to serving as a director if elected. Attached as Exhibit C hereto are the names and addresses of each shareholder giving this notice (listed below) as such names and addresses appear on Celeritek's books and the class and number of shares of Celeritek which are owned beneficially and of record by each such shareholder. You are directed to give notice of said meeting, in the manner prescribed by the Bylaws of said corporation and applicable law, to all shareholders entitled to receive notice of, and to vote at, the meeting. DATED: March 11, 2003 Bricoleur Capital Management /S/LLOYD MILLER By: /S/ROBERT M. POOLE - ----------------------------- --------------------------- Lloyd Miller Its: Robert M. Poole B. Riley and Co. Inc. /S/KEVIN DOUGLAS By: /S/BRYANT RILEY - ----------------------------- --------------------------- Kevin Douglas Its: Bryant Riley B. Riley and Co. Holdings, LLC By: /S/BRYANT RILEY --------------------------- Its: Bryant Riley Exhibit A
- ----------------------------- --------------- ------------------------------------------------------------------------ NAME AGE BIOGRAPHY AND OTHER INFORMATION - ----------------------------- --------------- ------------------------------------------------------------------------ Kevin Douglas 40 Mr. Douglas has served as the Chairman of the Board of Douglas Telecommunications, Inc., an operator of cellular properties, since 1992. In 1992, Mr. Douglas founded Blackwater Cellular Corporation, a Cellular One franchisee, and served as its President from its founding until 2000, when he sold the company to Verizon Wireless. Mr. Douglas received his BA from Stanford University and his JD from Hastings College of law. Please reference Exhibit C for listing of all beneficially owned shares. Mr. Douglas is the beneficial owner of a total of 353,400 shares of Celeritek common stock. - ----------------------------- --------------- ------------------------------------------------------------------------ Kenneth Potashner 45 Mr. Potashner has served as Chairman of the Board, President and Chief Executive Officer of SonicBlue, a Nasdaq National Market System listed company, since 1998. Mr. Potashner has been a director of Maxwell Technologies, Inc., a Nasdaq National Market System listed company, since 1996 and became Chairman of the Board of Maxwell Technologies in 1997. From 1996 to 1998, Mr. Potashner served as Maxwell Technologies' President, Chief Executive Officer and Chief Operating Officer. From 1994 to 1996, Mr. Potashner served as Executive Vice President, Operations, for Conner Peripherals, Inc. From 1991 through 1994, Mr. Potashner was Vice President, Product Engineering, for Quantum Corporation. Mr. Potashner is also a member of the Board of Directors of Newport Corporation, a Nasdaq National Market System listed company. Mr. Potashner received his Bachelor of Science in Electrical Engineering for Lafayette College and his M.S in Electrical Engineering from Southern Methodist University. Neither Mr. Potashner nor any of his family members are shareholders of Celeritek. - ----------------------------- --------------- ------------------------------------------------------------------------ Milton Borkowski 66 Mr. Borkowski retired in 1997 after forty years at Westinghouse Corporation and then Northrup Grumman, where he had served as the vice president and general manager of the Command, Control, Communications, Intelligence and Naval Divisions. At Westinghouse, Mr. Borkowski was responsible for the development and production of all anti-submarine warfare, international air traffic control systems, torpedoes, domestic C3I systems, marine propulsion systems and missile launching systems. Mr. Borkowski received his B. S. in Mathematics from Loyola College. Neither Mr. Borkowski nor any of his family members are shareholders of Celeritek. - ----------------------------- --------------- ------------------------------------------------------------------------ - ----------------------------- --------------- ------------------------------------------------------------------------ Bryant Riley 36 Mr. Riley has served as the Chairman and Chief Executive Officer of B. Riley & Company, a stock brokerage firm, since founding the firm in 1997. Mr. Riley also has served as the Chairman and Chief Executive Officer of Riley Investment Management, LLC, an investment management company, since founding the company in 2000. From 1996 to 1997, Mr. Riley was an equity salesman with Dabney/Resnick Inc., a stock brokerage firm, From 1995 to 1996, Mr. Riley managed the institutional equity department of Gaines, Berland Inc., a stock brokerage firm. From 1993 to 1995, Mr. Riley co-managed the equity department of Dabney/Resnick Inc. In 1991, Mr. Riley co-founded Huberman Riley, a brokerage firm based on Dallas, Texas, and served as its President until 1993. From 1989 to 1991, Mr. Riley served in various positions with LH Friend, Weinress & Francson, a Irvine, CA based stock brokerage firm. Mr. Riley received his BS in Finance from Lehigh University. Mr. Riley is the beneficial owner of 723,092 shares of Celeritek common stock. - ----------------------------- --------------- ------------------------------------------------------------------------ Lloyd Miller 47 Mr. Miller is an independent investor. Mr. Miller currently serves as a director of Advantica Restaurant Group, Stamps.com, Aldila, Inc., all Nasdaq National Market System listed companies and Anacomp, Inc., an OTCBB listed company. Mr. Miller is also a member of the Chicago Board of Trade and the Chicago Stock Exchange. Mr. Miller previously served as a director of several companies, including Vulcan International and American Controlled Industries. Mr. Miller is a Registered Investment Advisor and received is BA from Brown University. Mr. Miller is the beneficial owner of 232,100 shares of Celeritek common stock. - ----------------------------- --------------- ------------------------------------------------------------------------
Exhibit B [Douglas Telecommunications, Inc. Letterhead] March 10, 2003 Celeritek Shareholder Protective Committee c/o B. Riley and Co. Inc. Attn: Bryant Riley I understand that the Celeritek Shareholder Protective Committee (the "Shareholder Committee") is calling a special meeting of the shareholders of Celeritek, Inc. ("Celeritek") to remove the current board of directors of Celeritek and replace them with a new slate of directors. I hereby consent to be named in the Shareholder Committee's proxy statement as a nominee to the board of directors of Celeritek and agree to serve as a director of Celeritek if elected. Name: Kevin Douglas Signature /S/KEVIN DOUGLAS -------------------------- Date 3/11/03 [Kenneth Potashner Letterhead] March 10, 2003 Celeritek Shareholder Protective Committee c/o B. Riley and Co. Inc. Attn: Bryant Riley I understand that the Celeritek Shareholder Protective Committee (the "Shareholder Committee") is calling a special meeting of the shareholders of Celeritek, Inc. ("Celeritek") to remove the current board of directors of Celeritek and replace them with a new slate of directors. I hereby consent to be named in the Shareholder Committee's proxy statement as a nominee to the board of directors of Celeritek and agree to serve as a director of Celeritek if elected. Name: Kenneth Potashner Signature /S/KENNETH POTASHNER -------------------------- Date 3/11/03 [B. Riley & Company, Inc. Letterhead] March 10, 2003 Celeritek Shareholder Protective Committee c/o B. Riley and Co. Inc. Attn: Bryant Riley I understand that the Celeritek Shareholder Protective Committee (the "Shareholder Committee") is calling a special meeting of the shareholders of Celeritek, Inc. ("Celeritek") to remove the current board of directors of Celeritek and replace them with a new slate of directors. I hereby consent to be named in the Shareholder Committee's proxy statement as a nominee to the board of directors of Celeritek and agree to serve as a director of Celeritek if elected. Name: Bryant Riley Signature /S/BRYANT RILEY -------------------------- Date 3/11/03 Milton F. Borkowski 13321 Springwood Court Ellicott City, Md 21042 Celeritek Shareholder Protective Committee c/o B. Riley and Co. Inc. Attn: Bryant Riley I understand that the Celeritek Shareholder Protective Committee (the "Shareholder Committee") is calling a special meeting of the shareholders of Celeritek, Inc. ("Celeritek") to remove the current board of directors of Celeritek and replace them with a new slate of directors. I hereby consent to be named in the Shareholder Committee's proxy statement as a nominee to the board of directors of Celeritek and agree to serve as a director of Celeritek if elected. Name: Milton F. Borkowski Signature /S/MILTON F. BORKOWSKI -------------------------- Date 3/10/03 [Letterhead] March 10, 2003 Celeritek Shareholder Protective Committee c/o B. Riley and Co. Inc. Attn: Bryant Riley I understand that the Celeritek Shareholder Protective Committee (the "Shareholder Committee") is calling a special meeting of the shareholders of Celeritek, Inc. ("Celeritek") to remove the current board of directors of Celeritek and replace them with a new slate of directors. I hereby consent to be named in the Shareholder Committee's proxy statement as a nominee to the board of directors of Celeritek and agree to serve as a director of Celeritek if elected. Name: Lloyd Miller Signature /S/LLOYD MILLER -------------------------- Date 3/11/03 Exhibit C
- ------------------------ ---------------- ------------------- ----------------------------------- ------------------- NAME OF SHAREHOLDER ADDRESS OF TOTAL NUMBER OF NUMBER OF SHARES HELD BY A RECORD NUMBER OF SHARES GIVING NOTICE SHAREHOLDER SHARES OF COMMON HOLDER AND NAME AND ADDRESS OF HELD OF RECORD BY GIVING NOTICE STOCK RECORD HOLDER SHAREHOLDER BENEFICIALLY OWNED - ------------------------ ---------------- ------------------- ----------------------------------- ------------------- - ------------------------ ---------------- ------------------- ----------------------------------- ------------------- Lloyd Miller 4550 Gordon 232,100 19,300 shares held by PNC Bank 19,300 shares Drive, Naples, FAO Lloyd I Miller A-4 held by PNC Bank FL 34102 Irrevocable Trust(4550 Gordon FAO Lloyd I Drive, Naples, FL 34102) Miller A-4 Irrevocable Trust 6,500 shares held by Lloyd I Miller III CDN 20,500 shares held Alexandra Miller by PNC Bank UTGMA FL(4550 FAO Lloyd I. Gordon Drive, Miller Fund C Naples, FL 34102) 20,500 shares held by PNC Bank FAO Lloyd I. Miller Fund C (4550 174,500 shares Gordon Drive, Naples, FL 34102) held by Northern Trust FAO Milfam 1,500 shares held by Lloyd I II LP Miller III and Martin G Miller Co-ITEES Lloyd Crider GST (4550 Gordon Drive, Naples, FL 34102) 3,400 shares held by Lloyd I Miller III TTEE Catherine C. Miller (4550 Gordon Drive, Naples, FL 34102) 3,400 shares held by Lloyd I Miller III Kimberley S. Miller Trust (4550 Gordon Drive, Naples, FL 34102) 1,500 shares held by Milfam II LLC(4550 Gordon Drive, Naples, FL 34102) 1,500 shares held by Lloyd I Miller III CDN Lloyd I Miller IV UGTMA FL(4550 Gordon Drive, Naples, FL 34102) 174,500 shares held by Northern Trust FAO Milfam II LP(4550 Gordon Drive, Naples, FL 34102) - ------------------------ ---------------- ------------------- ----------------------------------- ------------------- Kevin Douglas 126 Hill Drive 353,400 107,480 shares held by the James 107,480 shares Kentfield, CA & Jean Douglas Irrevocable held by the James 94904 (home) Descendant's Trust, Kevin G. & Jean Douglas Douglas & Michelle M. Douglas, Irrevocable 1101 5th Ave. Trustees (1101 5th Ave., Suite Descendant's Suite 360 360, San Rafael, CA 94901) Trust, Kevin G. San Rafael, CA Douglas & 94901 112,812 shares held by the Michelle M. (business) Douglas Family Trust, James E. Douglas, Trustees Douglas, Jr. & Jean A. Douglas, Trustees (1101 5th Ave., Suite 112,812 shares 360, San Rafael, CA 94901) held by the Douglas Family 125,768 shares held by Kevin Trust, James E. Douglas & Michelle M. Douglas Douglas, Jr. & (1101 5th Ave., Suite 360, San Jean A. Douglas, Rafael, CA 94901) Trustees 7,340 shares held by James E. 125,768 shares Douglas III (1101 5th Ave., Suite held by Kevin 360, San Rafael, CA 94901) Douglas & Michelle M. Douglas 7,340 shares held by James E. Douglas III - ------------------------ ---------------- ------------------- ----------------------------------- ------------------- - ------------------------ ---------------- ------------------- ----------------------------------- ------------------- Bricoleur Capital 12230 El 537,083 98,000 shares held by Bricoleur 98,000 shares Management Camino Real, Partner, L.P. (12230 El Camino held by Bricoleur Suite 100, San Real, Suite 100, San Diego, CA Partner, L.P. Diego, CA 92130 92122) 127,300 shares 127,300 shares held by Bricoleur held by Bricoleur Partners L.P. (12230 El Camino Partners L.P. Real, Suite 100, San Diego, CA 92122) 48,000 shares held by Bricoleur 48,000 shares held by Bricoleur Enhanced L.P. Enhanced L.P. (12230 El Camino Real, Suite 100, San Diego, CA 92122) 12,500 shares held by Bric 6 12,500 shares held by Bric 6 L.P. L.P. (12230 El Camino Real, Suite 100, San Diego, CA 92122) 3,400 shares held 3,400 shares held by Bricoleur by Bricoleur SphinX, Ltd(12230 El Camino Real, SphinX, Ltd Suite 100, San Diego, CA 92122) 122,083 shares 122,083 shares held by Bricoleur held by Bricoleur Offshore, Ltd. (12230 El Camino Offshore, Ltd. Real, Suite 100, San Diego, CA 92122) 4,500 shares held by Plus Funds, 4,500 shares held by Plus Funds, Ltd. Ltd. (12230 El Camino Real, Suite 100, San Diego, CA 92122) 14,900 shares 14,900 shares held by HSBC held by HSBC Managed Trust, Ltd. (12230 El Managed Trust, Camino Real, Suite 100, San Ltd. Diego, CA 92122) 88,800 shares 88,800 shares held by held by Lyxor/Bricoleur Fund, Ltd. (12230 Lyxor/Bricoleur El Camino Real, Suite 100, San Fund, Ltd Diego, CA 92122) 11,700 shares held by Bricoleur 11,700 shares Enhanced Offshore, Ltd. (12230 El held by Bricoleur Camino Real, Suite 100, San Enhanced Diego, CA 92122) Offshore, Ltd. 5,900 Shares held by The Partners Group (12230 El Camino Real, 5,900 Shares held Suite 100, San Diego, CA 92122) by The Partners Group - ------------------------ ---------------- ------------------- ----------------------------------- ------------------- B. Riley and Co. Inc. 11150 Santa 133,092 133,092 shares held by B. Riley & 123,092 shares Monica Blvd., Company (11150 Santa Monica Blvd, held by B. Riley Ste. 750 Suite 750, Los Angeles CA 90025) & Company Los Angeles, CA 90024 - ------------------------ ---------------- ------------------- ----------------------------------- ------------------- - ------------------------ ---------------- ------------------- ----------------------------------- ------------------- B. Riley and Co. 11150 Santa 10,000 10,000 shares held by B. Riley & 10,000 shares Holdings, LLC Monica Blvd., Company Holdings(11150 Santa held by B. Riley Ste. 750 Monica Blvd, Suite 750, Los & Company Holdings Los Angeles, Angeles CA 90025) CA 90024 - ------------------------ ---------------- ------------------- ----------------------------------- -------------------
EXHIBIT H. SECOND REQUEST FOR THE CALLING OF A SPECIAL MEETING OF SHAREHOLDERS. TO: Secretary of Celeritek, Inc. The undersigned, the holder(s) of shares entitled to cast not less than 10 percent of the votes of Celeritek, Inc. ("Celeritek") do hereby call a special meeting of the shareholders of said corporation to be held on May __, 2003 at 10:00 a.m. Pacific time for the purpose of considering and acting upon the following matter: To remove the current members of Celeritek, Inc.'s board of directors and replace them with the following individuals: A. Kevin Douglas B. Kenneth Potashner C. Milton Borkowski D. Bryant Riley E. Lloyd Miller Attached as Exhibit A is all the information relating to each nominee for election as a director that is required to be disclosed in solicitations of proxies for election of directors in an election context, or as otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and Rule 14A-11 thereunder. Attached as Exhibit B hereto are each nominee's written consent to being named in the proxy statement as a nominee and to serving as a director if elected. Attached as Exhibit C hereto are the names and addresses of each shareholder giving this notice (listed below) as such names and addresses appear on Celeritek's books and the class and number of shares of Celeritek which are owned beneficially and of record by each such shareholder. You are directed to give notice of said meeting, in the manner prescribed by the Bylaws of said corporation and applicable law, to all shareholders entitled to receive notice of, and to vote at, the meeting. DATED: 3/19/03
Bricoleur Capital Management, on behalf of itself and on behalf of the trusts, partnerships and funds listed /S/LLOYD MILLER opposite its name on Exhibit C - ------------------------------------------------------ Lloyd Miller, on behalf of himself and on behalf of the trusts listed opposite his name on Exhibit C By: /S/ROBERT M. POOLE ------------------------- Its: Robert M. Poole, CEO B. Riley and Co. Inc. /S/KEVIN DOUGLAS By: /S/BRYANT RILEY - ------------------------------------------------------- ------------------------- Kevin Douglas, on behalf of himself and on behalf of the Its: Bryant Riley trusts listed opposite his name on Exhibit C B. Riley and Co. Holdings, LLC /S/MICHELLE M. DOUGLAS By: /S/BRYANT RILEY - ------------------------------------------------------- ------------------------- Michelle M. Douglas, on behalf of herself and on behalf of Its: Bryant Riley the trusts listed opposite her name on Exhibit C /S/JAMES E. DOUGLAS III - ------------------------------------------------------ James E. Douglas III Exhibit A - ----------------------------- --------------- ------------------------------------------------------------------------ NAME AGE BIOGRAPHY AND OTHER INFORMATION - ----------------------------- --------------- ------------------------------------------------------------------------ Kevin Douglas 40 Mr. Douglas has served as the Chairman of the Board of Douglas Telecommunications, Inc., an operator of cellular properties, since 1992. In 1992, Mr. Douglas founded Blackwater Cellular Corporation, a Cellular One franchisee, and served as its President from its founding until 2000, when he sold the company to Verizon Wireless. Mr. Douglas received his BA from Stanford University and his JD from Hastings College of law. Please reference Exhibit C for listing of all beneficially owned shares. Mr. Douglas is the beneficial owner of a total of 353,400 shares of Celeritek common stock. - ----------------------------- --------------- ------------------------------------------------------------------------ Kenneth Potashner 45 Mr. Potashner has served as Chairman of the Board, President and Chief Executive Officer of SonicBlue, a Nasdaq National Market System listed company, since 1998. Mr. Potashner has been a director of Maxwell Technologies, Inc., a Nasdaq National Market System listed company, since 1996 and became Chairman of the Board of Maxwell Technologies in 1997. From 1996 to 1998, Mr. Potashner served as Maxwell Technologies' President, Chief Executive Officer and Chief Operating Officer. From 1994 to 1996, Mr. Potashner served as Executive Vice President, Operations, for Conner Peripherals, Inc. From 1991 through 1994, Mr. Potashner was Vice President, Product Engineering, for Quantum Corporation. Mr. Potashner is also a member of the Board of Directors of Newport Corporation, a Nasdaq National Market System listed company. Mr. Potashner received his Bachelor of Science in Electrical Engineering for Lafayette College and his M.S in Electrical Engineering from Southern Methodist University. Neither Mr. Potashner nor any of his family members are shareholders of Celeritek. - ----------------------------- --------------- ------------------------------------------------------------------------ Milton Borkowski 66 Mr. Borkowski retired in 1997 after forty years at Westinghouse Corporation and then Northrup Grumman, where he had served as the vice president and general manager of the Command, Control, Communications, Intelligence and Naval Divisions. At Westinghouse, Mr. Borkowski was responsible for the development and production of all anti-submarine warfare, international air traffic control systems, torpedoes, domestic C3I systems, marine propulsion systems and missile launching systems. Mr. Borkowski received his B. S. in Mathematics from Loyola College. Neither Mr. Borkowski nor any of his family members are shareholders of Celeritek. - ----------------------------- --------------- ------------------------------------------------------------------------ - ----------------------------- --------------- ------------------------------------------------------------------------ Bryant Riley 36 Mr. Riley has served as the Chairman and Chief Executive Officer of B. Riley & Company, a stock brokerage firm, since founding the firm in 1997. Mr. Riley also has served as the Chairman and Chief Executive Officer of Riley Investment Management, LLC, an investment management company, since founding the company in 2000. From 1996 to 1997, Mr. Riley was an equity salesman with Dabney/Resnick Inc., a stock brokerage firm, From 1995 to 1996, Mr. Riley managed the institutional equity department of Gaines, Berland Inc., a stock brokerage firm. From 1993 to 1995, Mr. Riley co-managed the equity department of Dabney/Resnick Inc. In 1991, Mr. Riley co-founded Huberman Riley, a brokerage firm based on Dallas, Texas, and served as its President until 1993. From 1989 to 1991, Mr. Riley served in various positions with LH Friend, Weinress & Francson, a Irvine, CA based stock brokerage firm. Mr. Riley received his BS in Finance from Lehigh University. Mr. Riley is the beneficial owner of 723,092 shares of Celeritek common stock. - ----------------------------- --------------- ------------------------------------------------------------------------ Lloyd Miller 47 Mr. Miller is an independent investor. Mr. Miller currently serves as a director of Advantica Restaurant Group, Stamps.com, Aldila, Inc., all Nasdaq National Market System listed companies and Anacomp, Inc., an OTCBB listed company. Mr. Miller is also a member of the Chicago Board of Trade and the Chicago Stock Exchange. Mr. Miller previously served as a director of several companies, including Vulcan International and American Controlled Industries. Mr. Miller is a Registered Investment Advisor and received is BA from Brown University. Mr. Miller is the beneficial owner of 232,100 shares of Celeritek common stock. - ----------------------------- --------------- ------------------------------------------------------------------------
Exhibit B [Douglas Telecommunications, Inc. Letterhead] March 10, 2003 Celeritek Shareholder Protective Committee c/o B. Riley and Co. Inc. Attn: Bryant Riley I understand that the Celeritek Shareholder Protective Committee (the "Shareholder Committee") is calling a special meeting of the shareholders of Celeritek, Inc. ("Celeritek") to remove the current board of directors of Celeritek and replace them with a new slate of directors. I hereby consent to be named in the Shareholder Committee's proxy statement as a nominee to the board of directors of Celeritek and agree to serve as a director of Celeritek if elected. Name: Kevin Douglas Signature /S/KEVIN DOUGLAS ---------------------------- Date 3/11/03 [Kenneth Potashner Letterhead] March 10, 2003 Celeritek Shareholder Protective Committee c/o B. Riley and Co. Inc. Attn: Bryant Riley I understand that the Celeritek Shareholder Protective Committee (the "Shareholder Committee") is calling a special meeting of the shareholders of Celeritek, Inc. ("Celeritek") to remove the current board of directors of Celeritek and replace them with a new slate of directors. I hereby consent to be named in the Shareholder Committee's proxy statement as a nominee to the board of directors of Celeritek and agree to serve as a director of Celeritek if elected. Name: Kenneth Potashner Signature /S/KENNETH POTASHNER ---------------------------- Date 3/11/03 [B. Riley & Company, Inc. Letterhead] March 10, 2003 Celeritek Shareholder Protective Committee c/o B. Riley and Co. Inc. Attn: Bryant Riley I understand that the Celeritek Shareholder Protective Committee (the "Shareholder Committee") is calling a special meeting of the shareholders of Celeritek, Inc. ("Celeritek") to remove the current board of directors of Celeritek and replace them with a new slate of directors. I hereby consent to be named in the Shareholder Committee's proxy statement as a nominee to the board of directors of Celeritek and agree to serve as a director of Celeritek if elected. Name: Bryant Riley Signature /S/BRYANT RILEY ---------------------------- Date 3/11/03 Milton F. Borkowski 13321 Springwood Court Ellicott City, Md 21042 Celeritek Shareholder Protective Committee c/o B. Riley and Co. Inc. Attn: Bryant Riley I understand that the Celeritek Shareholder Protective Committee (the "Shareholder Committee") is calling a special meeting of the shareholders of Celeritek, Inc. ("Celeritek") to remove the current board of directors of Celeritek and replace them with a new slate of directors. I hereby consent to be named in the Shareholder Committee's proxy statement as a nominee to the board of directors of Celeritek and agree to serve as a director of Celeritek if elected. Name: Milton F. Borkowski Signature /S/MILTON F. BORKOWSKI ---------------------------- Date 3/10/03 [Letterhead] March 10, 2003 Celeritek Shareholder Protective Committee c/o B. Riley and Co. Inc. Attn: Bryant Riley I understand that the Celeritek Shareholder Protective Committee (the "Shareholder Committee") is calling a special meeting of the shareholders of Celeritek, Inc. ("Celeritek") to remove the current board of directors of Celeritek and replace them with a new slate of directors. I hereby consent to be named in the Shareholder Committee's proxy statement as a nominee to the board of directors of Celeritek and agree to serve as a director of Celeritek if elected. Name: Lloyd Miller Signature /S/LLOYD MILLER ---------------------------- Date 3/11/03 Exhibit C
- ------------------------ ---------------- ------------------- ----------------------------------- ------------------- NAME OF SHAREHOLDER ADDRESS OF TOTAL NUMBER OF NUMBER OF SHARES HELD BY A RECORD NUMBER OF SHARES GIVING NOTICE SHAREHOLDER SHARES OF COMMON HOLDER AND NAME AND ADDRESS OF HELD OF RECORD BY GIVING NOTICE STOCK RECORD HOLDER SHAREHOLDER BENEFICIALLY OWNED - ------------------------ ---------------- ------------------- ----------------------------------- ------------------- - ------------------------ ---------------- ------------------- ----------------------------------- ------------------- Lloyd Miller 4550 Gordon 232,100 19,300 shares held by PNC Bank 19,300 shares Drive, Naples, FAO Lloyd I Miller A-4 held by PNC Bank FL 34102 Irrevocable Trust(4550 Gordon FAO Lloyd I Drive, Naples, FL 34102) Miller A-4 Irrevocable Trust 6,500 shares held by Lloyd I 20,500 shares Miller III CDN by PNC Bank Alexandra Miller FAO Lloyd I. UTGMA FL(4550 Miller Fund C Gordon Drive, held Naples, FL 34102) 20,500 shares held by PNC Bank 174,500 shares FAO Lloyd I. Miller Fund C (4550 held by Northern Gordon Drive, Naples, FL 34102) Trust FAO Milfam II LP 1,500 shares held by Lloyd I Miller III and Martin G Miller Co-ITEES Lloyd Crider GST (4550 Gordon Drive, Naples, FL 34102) 3,400 shares held by Lloyd I Miller III TTEE Catherine C. Miller (4550 Gordon Drive, Naples, FL 34102) 3,400 shares held by Lloyd I Miller III Kimberley S. Miller Trust (4550 Gordon Drive, Naples, FL 34102) 1,500 shares held by Milfam II LLC(4550 Gordon Drive, Naples, FL 34102) 1,500 shares held by Lloyd I Miller III CDN Lloyd I Miller IV UGTMA FL(4550 Gordon Drive, Naples, FL 34102) 174,500 shares held by Northern Trust FAO Milfam II LP(4550 Gordon Drive, Naples, FL 34102) - ------------------------ ---------------- ------------------- ----------------------------------- ------------------- - ------------------------ ---------------- ------------------- ----------------------------------- ------------------- Kevin Douglas 126 Hill Drive 353,400 107,480 shares held by the James 107,480 shares Kentfield, CA & Jean Douglas Irrevocable held by the James 94904 (home) Descendant's Trust, Kevin G. & Jean Douglas Douglas & Michelle M. Douglas, Irrevocable 1101 5th Ave. Trustees (1101 5th Ave., Suite Descendant's Suite 360 360, San Rafael, CA 94901) Trust, Kevin G. San Rafael, CA Douglas & 94901 112,812 shares held by the Michelle M. (business) Douglas Family Trust, James E. Douglas, Trustees Douglas, Jr. & Jean A. Douglas, Trustees (1101 5th Ave., Suite 112,812 shares 360, San Rafael, CA 94901) held by the Douglas Family 125,768 shares held by Kevin Trust, James E. Douglas & Michelle M. Douglas Douglas, Jr. & (1101 5th Ave., Suite 360, San Jean A. Douglas, Rafael, CA 94901) Trustees 7,340 shares held by James E. 125,768 shares Douglas III (1101 5th Ave., Suite held by Kevin 360, San Rafael, CA 94901) Douglas & Michelle M. Douglas 7,340 shares held by James E. Douglas III - ------------------------ ---------------- ------------------- ----------------------------------- ------------------- - ------------------------ ---------------- ------------------- ----------------------------------- ------------------- Bricoleur Capital 12230 El 537,083 98,000 shares held by Bricoleur 98,000 shares Management Camino Real, Partner, L.P. (12230 El Camino held by Bricoleur Suite 100, San Real, Suite 100, San Diego, CA Partner, L.P. Diego, CA 92130 92122) 127,300 shares 127,300 shares held by Bricoleur held by Bricoleur Partners II L.P. (12230 El Camino Partners II L.P. Real, Suite 100, San Diego, CA 92122) 48,000 shares held by Bricoleur 48,000 shares held by Bricoleur Enhanced L.P. Enhanced L.P. (12230 El Camino Real, Suite 100, San Diego, CA 92122) 100 shares held by Bric 6 L.P. 12,500 shares held by Bric 6 L.P. (12230 El Camino Real, Suite 100, San Diego, CA 92122) 3,400 shares held by Bricoleur 3,400 shares held by Bricoleur SphinX, Ltd SphinX, Ltd(12230 El Camino Real, Suite 100, San Diego, CA 92122) 122,083 shares held by Bricoleur 122,083 shares held by Bricoleur Offshore, Ltd. Offshore, Ltd. (12230 El Camino Real, Suite 100, San Diego, CA 4,500 shares held 92122) by Plus Funds, Ltd. 4,500 shares held by Plus Funds, Ltd. (12230 El Camino Real, Suite 100, San Diego, CA 92122) 14,900 shares held by HSBC 14,900 shares held by HSBC Managed Trust, Managed Trust, Ltd. (12230 El Ltd. Camino Real, Suite 100, San Diego, CA 92122) 88,800 shares held by 88,800 shares held by Lyxor/Bricoleur Lyxor/Bricoleur Fund, Ltd. (12230 Fund, Ltd El Camino Real, Suite 100, San Diego, CA 92122) 11,700 shares 11,700 shares held by Bricoleur held by Bricoleur Enhanced Offshore, Ltd. (12230 El Enhanced Camino Real, Suite 100, San Offshore, Ltd. Diego, CA 92122) 5,900 Shares held by The Partners 5,900 Shares held Group (12230 El Camino Real, by The Partners Suite 100, San Diego, CA 92122) Group - ------------------------ ---------------- ------------------- ----------------------------------- ------------------- - ------------------------ ---------------- ------------------- ----------------------------------- ------------------- B. Riley and Co. Inc. 11150 Santa 133,092 133,092 shares held by B. Riley & 133,092 shares Monica Blvd., Company (11150 Santa Monica Blvd, held by B. Riley Ste. 750 Suite 750, Los Angeles CA 90025) & Company Los Angeles, CA 90024 - ------------------------ ---------------- ------------------- ----------------------------------- ------------------- B. Riley and Co. 11150 Santa 10,000 10,000 shares held by B. Riley & 10,000 shares Holdings, LLC Monica Blvd., Company Holdings(11150 Santa held by B. Riley Ste. 750 Monica Blvd, Suite 750, Los & Company Holdings Los Angeles, Angeles CA 90025) CA 90024 - ------------------------ ---------------- ------------------- ----------------------------------- -------------------
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