DEFA14A 1 a2049828zdefa14a.htm DEFA14A Prepared by MERRILL CORPORATION
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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 Commission Only (as permitted by Rule 14a-6(e)(2))
/ /   Definitive Proxy Statement
/x/   Definitive Additional Materials
/ /   Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12

SAWTEK, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
         
Payment of Filing Fee (Check the appropriate box):
/x/   No fee required.
/ /   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
    

    (2)   Aggregate number of securities to which transaction applies:
    

    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
    

    (4)   Proposed maximum aggregate value of transaction:
    

    (5)   Total fee paid:
    

/ /   Fee paid previously with preliminary materials.
/ /   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
    (1)   Amount Previously Paid:
    

    (2)   Form, Schedule or Registration Statement No.:
    

    (3)   Filing Party:
    

    (4)   Date Filed:
    


AS FILED WITH THE SECURITIES EXCHANGE COMMISSION ON MAY 16, 2001

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TriQuint Overview

Analog and Mixed Signal Semiconductors

Diversified Communications Market Focus

GaAs Technology Leader

Diversified Technology Base

Diversified Customer Base

Excellent Financial Performance

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Sawtek Overview

Surface Acoustic Wave Filters (SAWS)

Small Size, High Volume, Low Cost

Communications Focus

Technology Leader

Diversified Customer Base

Excellent Financial Performance

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Key Highlights

    Enhanced Technical Capability

    Leapfrog in Module Integration

    Product Diversity & Customer Synergy

    Financial Strength

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Diversified Markets

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Customer Base (>$5M)

Sawtek   TriQuint

• Cisco

 

• Boeing

Ericsson

 

Ericsson

• Hyundai

 

• Hittite

• Kyocera

 

Lucent

• LG

 

Motorola

Lucent

 

• Mini Circuits

Motorola

 

Nokia

Nokia

 

• Nortel

• Samsung

 

• Raytheon
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ProForma Financials (FY)

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Today's Module Environment

From the Mobile Phone Manufacturers Point of View

    Simplifies Wireless Device Design

      —    Requires Much Less RF Engineering Talent

      —    Speeds Time to Market

      —    Increase Product Offerings

    Reduces Inventory/Handling Costs

    Increases Wireless Product Manufacturing Yield

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Today's Module Environment

From the Supplier's Point of View

    Big Business Opportunity, but...

The Challenge:

    My Customer Already Designs these Functions
    and Buys Large Volumes at Low Prices

    How Do I Create Cost Leverage?

    Can I Make Any Money?

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Today's Module Environment

    Previous Generation Phone Board

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Today's Module Environment

    Current Generation Phone Board

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Today's Module Environment

    Hitachi Power Amp Module

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Module Market Drivers

Cost Reduction

    Eliminate Stacked Margins

      —    Maximize Content

    Design Optimization/Integration

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Radio Architecture

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Radio Architecture

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Radio Architecture

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Radio Architecture

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Radio Architecture

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Deal Terms

    Pooling

    Accretive

    No Organization Overlap

    All Stock

    Exchange Ratio

    Maintains Sawtek Brand

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Key Highlights

    Enchanced Technical Capability

    Leapfrog in Module Integration

    Product Diversity & Customer Synergy

    Financial Strength

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Comments on Forward-Looking Statements

The information provided herein contains historical and forward-looking statements which are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Act of 1995, which may not be indicative of future results. Investors are cautioned that forward-looking statements such as statements of the Company's plans, objectives, expectations and intentions involve risks and uncertainties. The cautionary statements made herein should be read as being applicable to all related statements wherever they appear. Statements containing terms such as "believes," "does not believe," "no reason to believe," "expects," "plans," "projects," "intends," "estimates," "anticipates," or similar terms, are considered to contain uncertainty and are forward-looking statements. The actual results could differ materially from those discussed. Factors that could contribute to such differences include the following: a decline in either the growth of wireless communications or the acceptance of CDMA technology; the demand for semiconductors for applications such as optical networks and wireless communication and the performance of our manufacturing facilities; our ability to successfully integrate the combined company; our dependence on a few large customers; competitive products or technologies that could reduce demand for our products such as direct conversion or digital filtering technology; increased sales through consignment agreements; our ability to successfully develop and bring new products to market; our dependence on a limited number of suppliers for certain key raw materials; risks associated with international sales; declining selling prices for some of our key products; decreased manufacturing yields; cancellation of purchase orders by our customers; our inability to protect our intellectual property or if we infringe on the intellectual property of others; increased competition from other suppliers; risks associated with our Costa Rican operations; risk of natural disasters, and other risks discussed in the SEC filings of the respective companies including Form 10-K and Form 10-Q, which can be accessed at the SEC website at www.sec.gov.

A reader of this information should understand that it is not possible to predict or identify all such risk factors. Consequently, the reader should not consider this list to be a complete statement of all potential risks or uncertainties. We do not assume the obligation to update any forward-looking statement.

Addition Information

TriQuint plans to file a Registration Statement on SEC Form S-4 in connection with the merger, and each of TriQuint and Sawtek expects to mail a Joint Proxy Statement/Prospectus to its respective stockholders containing information about the merger. Investors and security holders are urged to read the Registration Statement and the Joint Proxy Statement/Prospectus carefully when they are available. The Registration Statement and the Joint Proxy Statement/Prospectus will contain important information about TriQuint, Sawtek, the merger and related matters. Investors and security holders will be able to obtain free copies of these documents through the website maintained by the U.S. Securities and Exchange Commission at www.sec.gov.

Sawtek, its directors, executive officers and certain members of management and employees may be soliciting proxies from Sawtek's shareholders in favor of the adoption of the merger agreement. A description of any interests that Sawtek's directors and executive officers have in the merger will be available in the Joint Proxy Statement/Prospectus. TriQuint, its directors, executive officers and certain members of management and employees may be soliciting proxies from TriQuint's stockholders in favor of the issuance of TriQuint shares in connection with the merger. A description of any interests that TriQuint's directors and executive officers have in the merger will be available in the Joint Proxy Statement/Prospectus.

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QuickLinks

TriQuint Overview
Sawtek Overview
Key Highlights
Diversified Markets
Customer Base (>$5M)
ProForma Financials (FY)
Today's Module Environment
Today's Module Environment
Today's Module Environment
Today's Module Environment
Today's Module Environment
Module Market Drivers
Radio Architecture
Radio Architecture
Radio Architecture
Radio Architecture
Radio Architecture
Deal Terms
Key Highlights