-----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, JyIaP51DJUwn+frYsLEhk72jlTowSd+WzO8tkRmSgcw++yhC0y4keIUSomGFN4jU 55Y3BlB3Y45FC4MrMPRACg== 0001009675-96-000009.txt : 19961209 0001009675-96-000009.hdr.sgml : 19961209 ACCESSION NUMBER: 0001009675-96-000009 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961206 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAWTEK INC \FL\ CENTRAL INDEX KEY: 0001009675 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 591864440 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-28276 FILM NUMBER: 96676797 BUSINESS ADDRESS: STREET 1: 1818 SOUTH HIGHWAY 441 CITY: APOPKA STATE: FL ZIP: 32703 BUSINESS PHONE: 4078868860 MAIL ADDRESS: STREET 1: 1818 SOUTH HIGHWAY 441 CITY: APOPKA STATE: FL ZIP: 32703 DEF 14A 1 PROXY STATEMENT FOR SAWTEK INC. 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)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12 Sawtek Inc. (Name of Registrant as Specified In Its Charter) Payment of Filing Fee (Check the appropriate box): [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: -------------------------------------------------------------- 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: ______________________ SAWTEK INC. 1818 S. Highway 441 Apopka, Florida 32703 Notice of Annual Meeting of Shareholders and Proxy Statement Steven P. Miller Chairman, President and Chief Executive Officer December 10, 1996 Dear Shareholder: You are cordially invited to attend the 1997 Annual Meeting of Shareholders. The meeting will be held at the corporate offices of Sawtek Inc., 1818 South Highway 441, Apopka, Florida, on Monday, January 20, 1997, starting at 10:00 a.m. The notice of the meeting and the proxy statement on the following pages cover the formal business of the meeting, which includes the election of the directors. Following the business session, I will report on current operations and our plans. Following these reports there will be an open discussion period during which your questions and comments will be welcome. We hope you will be able to join us. Cordially, /s/Steven P. Miller SAWTEK INC. 1818 S. Highway 441 Apopka, Florida 32703 Notice of Annual Meeting of Shareholders TO THE HOLDERS OF COMMON STOCK OF SAWTEK INC. The Annual Meeting of the Shareholders of Sawtek Inc. will be held at the corporate offices of Sawtek Inc., 1818 S. Highway 441, Apopka, Florida 32703, on Monday, January 20, 1997, starting at 10:00 a.m. for the following purposes: 1. To elect directors. 2. To transact such other business as may properly come before the meeting. Holders of Common Stock of record at the close of business on December 9, 1996 will be entitled to vote at the meeting. By order of the Board of Directors WILLIAM A. GRIMM Secretary Apopka, Florida December 10, 1996 IMPORTANT NOTICE To assure your representation at the meeting, please complete, date, sign, and mail promptly the enclosed proxy for which a return envelope is provided SAWTEK INC. 1818 S. Highway 441 Apopka, Florida 32703 Notice of Annual Meeting of Shareholders to be held January 20, 1997 General Information - ------------------- The accompanying proxy is solicited by the Board of Directors of the Company. A shareholder may revoke his proxy at any time prior to the time it is voted at the meeting by filing with the Secretary of the Company a written notice of revocation, by duly executing and delivering a subsequent proxy bearing a later date, or by attending the meeting and voting in person. The record date for shareholders entitled to vote at the meeting is December 9, 1996. The Company has only one class of outstanding shares, namely Common Stock, par value $.0005 per share, of which there were 20,144,772 shares outstanding on the record date and 96 holders of record. Each share is entitled to one vote. The shares represented by each valid proxy will be voted at the meeting or any adjournment thereof, and, if a choice is specified in the proxy, the shares will be voted in accordance with such specification. If no vote is specified, the shares will be voted as set forth in the accompanying proxy. The election of directors requires a majority of the votes cast. With respect to abstentions, shares are considered present at the meeting for a particular proposal, but since they are not affirmative votes for the proposal, they will have the same effect as votes against the proposal. With respect to shares held in brokerage accounts, shares which are not voted by the broker are not considered present at the meeting for the particular proposal. So far as the directors of the Company are aware, no matters will be presented to the meeting for action on the part of the shareholders other than the election of the directors. If any other matter is properly brought before the meeting, it is the intention of the persons named in the proxy to vote the shares to which the proxy relates in accordance with their best judgment. The cost of soliciting proxies will be borne by the Company. Officers and employees may, by letter, telephone, or in person, make additional requests for the return of proxies. The Company will reimburse brokerage houses, custodians, nominees and others for their out-of-pocket expenses incurred in connection with such solicitation. The Company also has retained ADP Corporation to aid in the solicitation of proxies at an estimated fee of $3,000. This Proxy Statement, the accompanying proxy and a copy of the Company's Annual Report for the year ended September 30, 1996, are being mailed to shareholders commencing on December 10, 1996. 1 Election of Directors - --------------------- All of the members of the Company's Board of Directors are elected annually at the Annual Meeting of Shareholders. The five members are Steven P. Miller, Neal J. Tolar, Robert C. Strandberg, Bruce S. White, and Willis C. Young, and each of them are standing for re-election. In accordance with the Bylaws of Sawtek Inc., all directors hold office until the next Annual Meeting and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Vacancies may be filled by the remaining directors. The authorized number of directors is presently set at five. From time to time, the Board considers potential candidates, and as an appropriate candidate is identified the Board will consider increasing the number of directors. The persons named in the accompanying proxy will vote in favor of electing the nominees to serve for the terms identified above, unless otherwise specified in the proxy. If any nominee shall become unavailable for election, the proxies will be voted for the election of such persons, if any, as shall be designated by the Board of Directors. None of the nominees nor any of the incumbent directors is related to any other nominee or director or to any executive officer of the Company or its subsidiaries by blood, marriage or adoption. Biographical summaries of the nominees and of the continuing directors appear on the following pages and data with respect to the number of shares of the Company's Common Stock beneficially owned by them as of October 31, 1996 are set forth in the table on page 10. 2 Board of Directors - ------------------ Steven P. Miller - ---------------- Mr. Miller, 48, co-founded the Company and has served as president and a director since 1979, chief executive officer since 1986 and chairman since February 1996. Prior to joining the Company, he was manager of the SAW Device Engineering and Development Laboratory at Texas Instruments Incorporated ("TI"), an electronics manufacturer. He joined TI in 1969. Mr. Miller has a B.S. degree in Electrical Engineering from the South Dakota School of Mines and Technology. Neal J. Tolar - ------------- Dr. Tolar, 55, co-founded the Company and has served as senior vice president and chief technical officer since June 1995 and a director since 1979. He served as vice president, Operations and Engineering from 1979 to June 1995. Prior to joining the Company, he was a member of the technical staff in the RF Technology Group of the Corporate Research Laboratory at TI. He joined TI in 1967. Dr. Tolar has a Ph.D. in Ceramic Engineering from the University of Utah and a B.S. degree in Ceramic Engineering from Mississippi State University. Robert C. Strandberg - -------------------- Mr. Strandberg, 39, has been a director since October 1995. Mr. Strandberg was the chairman of the Board of Directors, president and chief executive officer of Datamax International Corporation, a manufacturer of bar code printers, from September 1991 to April 1996. He is currently self-employed as a management consultant. From 1988 to 1991, he was vice president, Finance, of Datamax. From 1986 to 1988, he worked for GTECH, a lottery management company, in the areas of finance and strategic planning. Mr. Strandberg has an M.B.A. degree from Harvard Graduate School of Business Administration and a B.S. degree in Operations Research and Industrial Engineering from Cornell University. Bruce S. White - -------------- Mr. White, 63, has been a director since April 1996. Mr. White has been a corporate vice president of AVNET Inc., a distributor of electronic components, since January 1996 and the president of the Penstock Division of AVNET Inc. since July 1994. From 1974 to July 1994, Mr. White was the president and chief executive officer of Penstock Inc., a company he founded to distribute RF and microwave components. Penstock is a distributor of certain products manufactured by Sawtek. In fiscal 1996, sales from Sawtek to Penstock were approximately $1.9 million. Mr. White has a B.A. degree in Mathematics from Colgate University and B.S. and M.S. degrees in Electrical Engineering from Michigan State University. 3 Willis C. Young - --------------- Mr. Young, 55, has been a director since February 1996. He has been a senior partner at the Atlanta office of BDO Seidman, LLP, an international accounting and consulting firm, since January 1996. From April 1995 to December 1995, Mr. Young was the chief financial officer for Hayes Microcomputer Products, Inc., a manufacturer of modems and communication equipment, where he was engaged to assist in the implementation of Hayes' restructuring in bankruptcy. From 1965 to March 1995, Mr. Young held various positions with BDO Seidman, LLP, and from 1988 to March 1995 he was a vice chairman and a member of the Executive Committee. Mr. Young has a B.S. degree in Accounting from Ferris State University. He is a Certified Public Accountant. Information on Board of Directors and Committees - ------------------------------------------------ Meetings and Attendance - ----------------------- During the year, there were eight meetings of the Board of Directors and three meetings of the standing committees of the Board. All directors attended more than 75 percent of the aggregate of all meetings of the Board and the Board committees on which they served. Committees of the Board - ----------------------- The Board has established two committees to assist in the discharge of its responsibilities, the principal functions of each committee are described below. In addition, the Board as a whole serves as the Nominating Committee. The Audit Committee assists the Board in ensuring that the Company's financial auditing and reporting practices, procedures and controls are within acceptable limits of sound practice and in accordance with applicable laws and regulations. The Committee meets periodically with the independent auditors, together with representatives of management, as appropriate, for the purpose of reviewing the scope and results of the annual audit of the financial statements and the recommendations of the auditors. The Committee also reviews the nature and extent of non-audit professional services performed by the auditors. The Committee held three meetings during the past 12 months. The members of the Committee are Messrs. Young (Chairman), Tolar and Strandberg. The Compensation Committee assists the Board in reviewing the annual compensation and bonuses paid to the executive officers. The Committee held two meetings during the past 12 months. The members of the Committee are Messrs. Strandberg (Chairman), White and Young. 4 Directors' Compensation - ----------------------- Each of the three non-employee directors currently receive an annual retainer fee of $8,000. Messrs. Strandberg, White and Young each hold options to purchase 20,000 shares of the Company's Common Stock. The options are non-statutory options and are priced at the fair market value on the date of grant. One-third of the option shares become exercisable on the anniversary of the date of grant and one-third on each of the two succeeding anniversary dates. The option term is ten years. Report on Executive Compensation - -------------------------------- The Compensation Committee was formed prior to the Company's initial public offering. For the fiscal year ended September 30, 1996, the Compensation Committee approved the bonuses paid to several levels of management including the CEO and the other executive officers. The base compensation for the executive officers and other management employees had been set and approved by the Company's Board of Directors early in the fiscal year after reviewing the salary levels of comparable executives reported by the American Electronics Association. The bonuses paid to Mr. Miller and Dr. Tolar reflected the doubling of the Company's net after tax earnings (before adjustment for the ESOP charge) and the tax savings which the Company experienced as a result of the exercise of certain non-qualified stock options by Mr. Miller and Dr. Tolar. The Compensation Committee intends to utilize the comparable compensation levels reported by the American Electronics Association as a guideline for base compensation for the executive officers in the future. Bonuses, if any, for fiscal year 1997, will be based on the level of pre-tax income for the Company and other factors to be developed by the Compensation Committee. - - Robert C. Strandberg - Chairman - - Willis C. Young - - Bruce S. White Selection of Auditors - --------------------- Representatives of Ernst & Young LLP, independent auditors, who audited the books of the Company for the year ended September 30, 1996, are expected to be present at the shareholders' meeting to make a statement if they so desire and to be available to respond to appropriate questions of shareholders. The Company has not reviewed fees and other arrangements for auditing services, and accordingly has not selected the auditors for the year ending September 30, 1997. Shareholder Proposals for the 1998 Annual Meeting - ------------------------------------------------- Shareholder proposals intended to be presented at the 1998 Annual Meeting of Shareholders and to be included in the Company's proxy statement and form of proxy for that meeting must be received by the Company not later than August 15, 1997. 5 Performance Graph - ----------------- The graph below compares the performance of the Company's Common Stock with the performance of the NASDAQ composite index and the Hambrecht & Quist communication sector component of its Growth and Technology Index. The comparison of total return on investment for the period assumes that $100 was invested on May 1, 1996 in the Company and each of the indices. Comparison of Total Return Among NASDAQ Composite Index and the H&Q Communication Sector of its Growth and Technology Index and Sawtek Inc. --------------------------------------------------------------------------- Period Value (1) % Growth Rate ---------------- ------------- Sawtek $200 100% NASDAQ Composite with dividends re-invested $103 3.43% Hambrecht & Quist Communications Sector Index $101 1.16% 1) Growth of $100 invested in each item from May 1, 1996 (date of Sawtek's IPO) to September 30, 1996. 6 Summary Compensation Table - -------------------------- The table below illustrates annual and long-term compensation for services to the Company for the years ending September 30, 1996, 1995 and 1994 for those executives who, as of September 30, 1996 were (i) the Chief Executive Officer and (ii) the other four most highly-compensated executives of the Company.
Other Total Option Name and Position Year Salary Bonus Compensation (2) Grants #(1) ----------------- ---- ------ ----- ---------------- ----------- Steven P. Miller 1996 $199,992 $714,274 $48,521 - Chairman, President & 1995 158,184 239,341 22,817 - Chief Executive Officer 1994 153,284 509,598 21,184 330,000 Neal J. Tolar 1996 167,003 692,831 39,594 - Senior Vice President & 1995 146,037 220,041 22,964 - Chief Technical Officer 1994 142,772 470,461 21,651 330,000 Gary A. Monetti 1996 109,990 73,098 27,759 - Vice President - Operations 1995 97,565 111,438 14,398 - & Chief Operating Officer 1994 91,559 221,579 24,032 67,980 Thomas L. Shoquist 1996 113,526 58,367 27,349 - Vice President - Quality 1995 106,850 102,533 16,210 - 1994 102,635 248,305 24,416 - Raymond A. Link 1996 106,194 74,683 15,097 60,000 Vice President - Finance 1995 * * * 100,000 Chief Financial Officer 1994 * * * * * Mr. Link joined the Company in Fiscal 1995 and earned less than $100,000 in Fiscal 1995. (1) Amounts shown represent the number of shares subject to non-qualified stock options granted each year. (2) The amounts reported include the following:
7
Contributions to the Employee Stock Ownership Plan ----------------------- Taxable Portion Premiums for Estate and Tax Name Year # of Shares Cost Basis of Life Insurance Disability Insurance Planning Services ---- --- ----------- ---------- ----------------- -------------------- ----------------- Steven P. Miller 1996 19,771 $20,329 $1,218 $2,245 $24,729 1995 32,048 14,421 1,218 3,363 3,815 1994 45,015 20,257 927 - - Neal J. Tolar 1996 19,771 20,329 2,556 - 16,709 1995 32,048 14,421 1,636 6,542 365 1994 45,015 20,257 1,394 - - Gary A. Monetti 1996 19,771 20,329 224 - 7,206 1995 31,498 14,174 224 - - 1994 52,990 23,846 186 - - Thomas L. Shoquist 1996 19,771 20,329 1,020 - 6,000 1995 34,654 15,594 616 - - 1994 52,990 23,846 570 - - Raymond A. Link 1996 14,360 14,765 332 - -
8 Option Grants in FY96: - ----------------------
Potential Realizable Value at Market Price Assumed Rate of Stock Price Number % of Total Exercise Price Per Share at Expiration Appreciation for Option Term Granted (1) Grants (2) Per Share Date of Grant Date ----------------------------- ----------- ---------- -------------- ------------- ---------- 0% 5% 10% -- -- --- Steven P. Miller - - - - - - - - Neal J. Tolar - - - - - - - - Gary A. Monetti - - - - - - - - Thomas L. Shoquist - - - - - - - - Raymond A. Link 60,000 34.29% $11.05 $13.00 4/30/06 $117,000 $607,538 $1,360,119 (1) The options become exercisable at a rate of 25% per year over four years and have a term of 10 years. The potential realizable value is calculated based on the term of the option at the time of the grant (10 years). Stock price appreciation of 5% and 10% is assumed pursuant to rules promulgated by the Securities and Exchange Commission and does not represent the Company's prediction of its stock price performance. (2) Based on an aggregate of 175,000 options granted to employees and directors of the Company in fiscal 1996 including the named executive officers.
Aggregate Option Exercises in Fiscal Year 1996 and Fiscal Year-End Option Values: - ---------------------------------------
# of Shares Number of Securities Acquired on Value Underlying Unexercised Value of In-The-Money Exercise Realized (1) Options at Sept. 30, 1996 Options at Sept. 30, 1996(2) ----------- ------------ ------------------------- ---------------------------- Exercisable Unexercisable Exercisable Unexercisable ----------- ------------- ----------- ------------- Steven P. Miller 330,000 $1,130,250 - - - - Neal J. Tolar 330,000 $1,130,250 - - - - Gary A. Monetti 94,100 $ 310,043 262,230 3,750 $6,762,475 $ 94,556 Thomas L. Shoquist 80,340 $ 275,165 - - - - Raymond A. Link - - 25,000 135,000 $ 633,263 $2,796,788 (1) Based on the product of (i) the fair market value of the Common Stock at the date of exercise minus the exercise price and (ii) the number of shares acquired upon exercise. (2) Based on the product of (i) the fair market value of the Common Stock at September 30, 1996 ($26 per share) minus the exercise price and (ii) the number of shares acquired upon exercise.
9 Security Ownership of Certain Beneficial Owners and Management - -------------------------------------------------------------- Directors, Executive Officers and Five Percent (5%) Shareholders: - -----------------------------------------------------------------
Shares Beneficially Owned ------------------------- Number Percent ------ ------- Principal Shareholders: Employee Stock Ownership Plan and Trust for Employees of Sawtek Inc.(1) 9,824,634 49.48% Executive Officers and Directors: Steven P. Miller (2) 1,481,346 7.46% Neal J. Tolar (3) 1,428,777 7.20% Thomas L. Shoquist (4) 349,809 1.76% Gary A. Monetti (5) 298,090 1.50% Raymond A. Link (6) 26,000 * Robert C. Strandberg (7) 6,667 * Bruce S. White 10,000 * Willis C. Young - * All directors and executive officers as a group (8 persons) 3,600,689 18.14% * Less than 1% of the outstanding Common Stock. (1) Messrs. Miller, Tolar, Strandberg and Young are the Trustees of the ESOP. The ESOP, through its Trustees, exercises sole dispositive and voting control over these shares, all of which are held by the ESOP as record owner. Includes 6,788,203 shares allocated to participants' accounts and 3,036,431 shares not yet allocated to any participant's account. Each ESOP participant, with respect to certain matters, controls the voting of shares allocated to his or her account by instructing the Trustees how such shares shall be voted. The Trustees control the voting of all unallocated shares. (2) Includes 436,323 shares held by Sawmill Investment Limited Partnership of which Mr. Miller is the general partner and 63,188 shares held in trust for his children. Excludes 204,677 shares owned by the ESOP, but allocated to his account. (3) Excludes 59,559 shares owned by his majority age children for which he disclaims any beneficial interest. Excludes 200,980 shares owned by the ESOP, but allocated to his account. Includes 381,201 shares held by MOP Investment Limited Partnership of which Dr. Tolar is the general partner. 10 (4) Includes 200,000 shares held in trust in his spouse's name. Excludes 200,324 shares owned by the ESOP, but allocated to his account. (5) Includes options to purchase 265,980 shares of Common Stock exercisable within 60 days of October 31, 1996. Excludes 182,419 shares owned by the ESOP, but allocated to his account. (6) Includes options to purchase 25,000 shares of Common Stock exercisable within 60 days of October 31, 1996. Excludes 14,360 shares owned by the ESOP, but allocated to his account. (7) Includes options to purchase 6,667 shares of Common Stock exercisable within 60 days of October 31, 1996.
11 SAWTEK INC. 1818 S. Highway 441 Apopka, Florida 32703 (407) 886-8860 PROXY - ----- STEVEN P. MILLER, RAYMOND A. LINK AND WILLIAM A. GRIMM, or any of them, are hereby authorized, with full power of substitution, to represent and to vote the stock of the undersigned at the Annual Meeting of Shareholders of the Company to be held on January 20, 1997, or at any adjournment, upon such business as may properly come before the meeting, including the following items as set forth in the Proxy Statement. 1. Election of Directors, Nominees: Steven P. Miller, Neal J. Tolar, Robert C. Strandberg, Bruce S. White, Willis C. Young For the above slate of nominees Withheld Election of Director _______ _______ If withheld, please list the nominee(s) that you are not in favor of: - --------------------------------------------- You are encouraged to specify your choices by marking the appropriate box. This Proxy, when properly executed, is voted in the manner directed herein by the undersigned stockholder. If no direction is made, this Proxy will be voted for the election of Directors. The Proxies cannot vote your shares unless you sign and return the Card. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before this meeting. ____ I plan to attend the meeting Signature(s) _______________________________ Date ______________ Signature _______________________________ Date ______________ Please sign exactly as name appears above. When signing as attorney, executor, administrator, Trustee, or guardian, give your full title as such. All joint owners must sign. (change of address) Shares in your name __________ - ----------------------------------- - ----------------------------------- - ----------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----