-----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, O0SGljMay96PwdMVlE946H3kAe6CZYtJYReFbi8vQHfgR+utQnUpZHqBq6DTVhvj dPl66mjXdSpPKUAPRlCshw== 0000730000-96-000003.txt : 19960619 0000730000-96-000003.hdr.sgml : 19960619 ACCESSION NUMBER: 0000730000-96-000003 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960618 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUPERTEX INC CENTRAL INDEX KEY: 0000730000 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942328535 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-12718 FILM NUMBER: 96582235 BUSINESS ADDRESS: STREET 1: 1225 BORDEAUX DR CITY: SUNNYVALE STATE: CA ZIP: 94088-3607 BUSINESS PHONE: 4087440100 MAIL ADDRESS: STREET 1: 1350 BORDEAUX DR CITY: SUNNYVALE STATE: CA ZIP: 94088-3607 DEF 14A 1 DEFINITIVE PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) 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 Section 240.14a-11(c) or Section 240.14a-12 SUPERTEX, 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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2). [_] $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:* ---------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ---------------------------------------------------------------- - ------------------- *Set forth the amount on which the filing fee is calculated and state how it was determined. [_] 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: ---------------------------------------------------------------- SUPERTEX, INC. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS August 2, 1996 To the Shareholders: NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Supertex, Inc., a California corporation (the "Company"), will be held on Friday, August 2, 1996 at 10:00 a.m., local time, at the principal offices of the Company located at 1235 Bordeaux Drive, Sunnyvale, California 94089, for the following purposes, as more fully described in the Proxy Statement accompanying this Notice: 1. To elect directors to serve for the ensuing year and until their successors are elected. 2. To ratify the appointment of Coopers & Lybrand L.L.P. as independent accountants of the Company for fiscal year 1997. 3. To transact such other business as may properly come before the meeting or any adjournment thereof. Only shareholders of record at the close of business on June 8, 1996 are entitled to vote at the meeting. All shareholders are cordially invited to attend the meeting in person. However, to ensure your representation at the meeting, you are urged to mark, sign, date and return the enclosed proxy card as promptly as possible in the enclosed postage-prepaid envelope. Any shareholder attending the meeting may vote in person even if such shareholder returned a proxy. BY ORDER OF THE BOARD OF DIRECTORS [SIG] Benedict C.K. Choy Secretary Sunnyvale, California July 1, 1996 SUPERTEX, INC. PROXY STATEMENT SOLICITATION OF PROXY, REVOCABILITY AND VOTING General The enclosed Proxy is solicited on behalf of the Board of Directors of Supertex, Inc., a California corporation (the "Company"), for use at the 1996 Annual Meeting of Shareholders to be held on August 2, 1996 at 10:00 a.m., local time, or at any adjournment thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders. Only shareholders of record at the close of business on June 8, 1996 (the "Record Date") are entitled to notice of and to vote at the meeting. At the Record Date, 11,986,711 shares of the Company's Common Stock, no par value, were issued and outstanding. The Annual Meeting will be held at the principal offices of the Company located at 1235 Bordeaux Drive, Sunnyvale, California 94089. The Company's telephone number at that address is (408) 744-0100. These proxy solicitation materials were mailed on or about July 1, 1996 to all shareholders entitled to vote at the meeting. Revocability of Proxies Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use (i) by delivering to the Secretary of the Company a written notice of revocation or a duly executed proxy bearing a later date or (ii) by attending the meeting and voting in person. Voting and Solicitation Every shareholder voting at the election of directors may cumulate such shareholder's votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder's shares are entitled, or distribute the shareholder's votes on the same principle among as many candidates as the shareholder thinks fit, provided that votes cannot be cast for a greater number of candidates than the number of directors to be elected. However, no shareholder shall be entitled to cumulate votes unless the candidate's name has been placed in nomination prior to the voting and the shareholder, or any other shareholder, has given notice at the meeting prior to the voting of the intention to cumulate the shareholder's votes. On all other matters, each share has one vote. An automated system administered by the Company's transfer agent, Boston EquiServe, tabulates the votes. Abstentions and broker non-votes are each included in the determination of the number of shares present and voting at the Annual Meeting and the presence or absence of a quorum. The required quorum is a majority of the shares outstanding on the Record Date. For purposes of determining whether a proposal presented to shareholders has been approved, abstentions are counted in tabulations of the votes cast, whereas broker non-votes are not counted in such tabulations. The Company will bear the entire cost of preparing, assembling, printing and mailing this Proxy Statement. In addition, the Company may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to such beneficial owners. Proxies may also be solicited personally or by telephone or by fax by certain of the Company's directors, officers, and regular employees - such persons will not receive additional compensation for such solicitation. Deadline for Receipt of Shareholder Proposals Proposals of security holders of the Company which are intended to be presented by such shareholders at he Company's Annual Meeting for fiscal 1997 must be received by the Company no later than March 3, 1997 in order that they may be included in the proxy statement and form of proxy relating to that meeting. PROPOSAL 1: ELECTION OF DIRECTORS Nominees A board of five (5) directors is to be elected at the meeting. Currently the board consists of five (5) directors. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the Company's five nominees named below. The five nominees receiving the highest number of affirmative votes of the shares entitled to be voted will be elected as directors of the Company. In the event that any nominee of the Company declines or is unable to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by the present Board of Directors to fill the vacancy. It is not expected that any nominee will decline or will be unable to serve as a director. In the event that additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them in such a manner as will ensure the election of as many of the nominees listed below as possible, and, in such event, the specific nominees to be voted for will be determined by the proxy holders. The term of office of each person elected as a director will continue until the next Annual Meeting of Shareholders and until such person's successor has been elected and qualified. The names of the nominees and certain information about them are set forth below.
Director Name of Nominee Age Principal Occupation Since Henry C. Pao 58 President/Principal 1976 Executive and Financial Officer of the Company Yunni Pao 81 Industrialist and 1976 Financier Benedict C.K. Choy 50 Senior Vice President, 1986 Technology Development of the Company Frank C. Pao 50 President and Chief 1987 Executive Officer, Business Systems Technology Corporation Richard E. Siegel 50 Executive Vice President 1988 of the Company
Each of the nominees has been engaged in his principal occupation set forth above during the past five years. There is no family relationship between any director, nominee or executive officer of the Company, except that Yunni Pao is the father of Henry C. Pao and Frank C. Pao. Dr. Henry C. Pao was a founder of Supertex and has served as President, Principal Executive and Financial Officer and as a director since its formation in 1976. Yunni Pao is an industrialist and financier. He was a founder of the Company and has been a director since 1976. Benedict C.K. Choy, a founder of the Company, joined in 1976 as Vice President, Device Technology and Process Development and has been Senior Vice President, Technology Development since 1988. Mr. Choy is also the Corporate Secretary of the Company. Frank C. Pao has been the President and CEO of Business Systems Technology Corporation in Poughkeepsie, New York, since 1986. Richard E. Siegel joined the Company in 1981 as National Sales Manager and has been Executive Vice President since 1988. Board Meetings and Committees The Board of Directors of the Company held a total of two meetings during the fiscal year ended March 30, 1996. All directors attended every meeting during such fiscal year. The Board of Directors has an Audit Committee, a Compensation Committee, and an Executive Stock Option Committee. The Board has no special nominating committee or any committee performing similar functions of such committee. Any member of the Board can make nominations. The Board of Directors recommends that shareholders vote for reelection of the above-named directors to the Board of the Company. Audit Committee The Audit Committee consists of two outside directors, Yunni Pao and Frank Pao, and Benedict Choy, an inside director who has no influence on and is not involved in the Company's financial matters. The principal functions of the Audit Committee are (1) to monitor corporate financial reporting and the internal and external audits of the Corporation (2) to review and evaluate the Company's internal control structure, and (3) to nominate independent public accountants and approve the services performed by such auditors. The Audit Committee held a total of one meeting in fiscal year 1996, and such meeting was attended by all Audit Committee members. Compensation Committee The Compensation Committee, consists of Yunni Pao, Henry C. Pao, and Benedict Choy. The Compensation Committee is responsible for making recommendations to the Board of Directors with respect to all cash-based compensation of the executive officers of the Company and all stock compensation of employees other than the executive officers. It also serves as an administrator of the Company's employee stock option plans. The Compensation Committee held one meeting in fiscal year 1996, and such meeting was attended by all Compensation Committee members. Compensation Committee Interlocks and Insider Participation Benedict Choy and Henry C. Pao serve on the Compensation Committee and are also officers of the Company. Yunni Pao, the father of Henry Pao and Frank Pao, is a member of the Company's Compensation Committee. Executive Stock Option Committee The Executive Stock Option Committee, consisting of Yunni Pao and Frank Pao, serves as an administrative arm of the Board of Directors to authorize the grant of stock options under the Company's 1991 Stock Option Plan to officers and directors of the Company eligible to receive options under such Plan. Report of the Compensation Committee and Executive Stock Option Committee of the Board of Directors The Compensation Committee of the Board of Directors is generally responsible for reviewing compensation and benefits of executive officers of the Company; except for the stock options to executive officers and directors of the Company, for which the Executive Stock Option Committee is responsible. The Company applies a consistent philosophy of compensation for all employees, including its executive officers. This philosophy is based on the premise that the achievements of the Company result from the coordinated efforts of all individuals working toward common objectives. The Company strives to achieve those objectives through teamwork that is focused on meeting the defined expectations of customers and shareholders. Compensation Philosophy. The goals of these committees are to align executive compensation with business objectives and performance, and to enable the Company to attract, retain and reward executive officers who contribute to the long-term success of the Company. The Company's compensation program for executive officers is based on the same four principles applicable to compensation decisions for all employees of the Company: *The Company pays competitively. The Company is committed to providing a compensation program that helps attract and retain the best people in the industry. To ensure that pay is competitive, the Company reviews the compensation practices of other companies of similar size and sales volume within the semiconductor industry, most of which are included in the Nasdaq Electronic Component Index. *The Company pays for relative sustained performance. Officers are rewarded based upon corporate performance, product line performance and individual performance. Corporate performance and product line performance are evaluated by reviewing the extent to which strategic and business plan goals are met, including such factors as operating profit, performance relative to competitors and timely new product introductions. Individual performance is evaluated by measuring organization progress against set objectives. *The Company strives for fairness in the administration of compensation. The Company strives to achieve a balance with respect to compensation paid to the executives within the Company and in comparable companies. The Company also believes that the contributions of each member of the executive staff are vital to the success of the Company. As such, the Compensation Committee's current policy is that the CEO's base compensation does not have any bearing on the base compensation of the other officers. Similarly, any employee may receive a base compensation higher than his/her supervisor due to the particular higher technical skills required in the subordinate position. *The Company believes that employees should understand the performance evaluation and compensation administration process. At the beginning of each focal review period in July, annual objectives for the Company are set for each officer. The CEO gives ongoing feedback on performance to each officer. Within 90 days after the end of the fiscal year, the committees evaluate the accomplishments of the key objectives, which affects decisions on merit increases and stock option grants. Compensation Components. The Company's compensation program, which consists of cash- and equity-based compensation, allows the Company to attract and retain highly skilled officers, provide useful products and services to customers, enhance shareholder value, motivate technological innovation and adequately reward its executive officers and other employees. The components are: Cash-Based Compensation: Salary. The Compensation Committee sets base salary for officers by reviewing the compensation levels for competitive positions in the market. Based on comparative data, officers were compensated within the low-to-middle salary range levels during fiscal 1996. Executive officers of the Company largely met their individual goals and the Company's overall performance set for them in fiscal 1996. Profit-Sharing Bonus. The Company has a semiannual profit- sharing plan under which it distributes to all employees, including executive officers, ten percent of its operating profits before taxes and other adjustments. The Company believes that all employees share the responsibility of achieving profits. Accordingly, it awards a bonus to all employees based on a formula which includes employment grade level, seniority with the Company, and employee performance including attendance. As of July 1, 1996, the Company has made seventeen consecutive semiannual profit-sharing distributions. Equity-Based Compensation: Stock Option Grants. Stock options provide additional incentives to officers, directors, and certain management and technical employees to work to maximize stockholder value. The options vest over a defined period to encourage such employees to continue in the employ of the Company. In line with its compensation philosophy, the Company grants stock options commensurate with the employee's potential contribution to the Company, measured by his qualifications and previous work performance. Stock options were granted to various offers, management or technical employees in fiscal year 1996 for performance and promotions of existing employees, and as a part of the employment compensation package for new employees. - The Compensation Committee Yunni Pao Henry C. Pao Benedict C. K. Choy Compensation of Directors Cash Compensation. The Company currently pays cash compensation to its outside Directors for serving on the Board or committees of the Board in an amount of $500 for each Board meeting attended in person not via telephone. The Company also reimburses all outside Directors for travel and other necessary out-of-pocket expenses incurred in the performance of their services as directors. Certain Transactions: Lease with Company Director The manufacturing facility of the Company is leased under a five-year operating lease, that expired in February 1996, from Fortuna Realty, a corporation owned by Yunni Pao, one of the Company's directors. The lease provided a five year option with the same terms, which was exercised. Rental expense was approximately $259,000, $317,000 and $310,000 (net of sublease income of $87,000, $21,000, $25,000) in fiscal 1996, 1995 and 1994 respectively. Future estimated rental payments are $350,800 before sublease income for fiscal 1997. Security Ownership of Certain Beneficial Owners and Management The following table sets forth the beneficial ownership of Common Stock of the Company as of June 8, 1996 (i) by each person who is known by the Company to own beneficially more than 5% of the Company's Common Stock, (ii) by each of the Company's directors, (iii) by each of the Company's five most highly compensated executive officers and (iv) by all directors and executive officers as a group:
Directors, Officers and 5% Stockholders Shares Beneficially Owned(1) - --------------------------------------- ---------------------------------------- Number of Shares Percentage of Total ---------------- ------------------- Dimensional Fund Advisors Inc. 783,100 (2) 6.56% 1299 Ocean Ave., 11th Floor Santa Monica, California 90401 Henry C. Pao 1,671,950 (3) 14.01% Supertex, Inc. 1225 Bordeaux Dr. Sunnyvale, California 94089 Yunni Pao 1,670,552 (4) 14.00% Oriental Textile, Ltd. Rm. 906B, Alexandra House No. 16-20 Chater Road, Hong Kong Frank C. Pao 980,000 8.21% Business Systems Technology Corp. 330 Manchester Rd. Poughkeepsie, New York Benedict C.K. Choy 218,160 (5) 1.83% Michael Bond 45,700 (6) (8) All Directors and Officers as a group (8 persons) 5,376,662 (7) 38.45% -------------------------- (1) Except as indicated in the footnotes to this table, and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. (2) Based on a filing pursuant to Section 13(g) of the Securities and Exchange Act of 1934, as amended, Dimensional Fund Advisors Inc., ("Dimensional"), a registered investment advisor, is deemed to have beneficial ownership of 630,100 shares of the Company's Common Stock as of December 31, 1995, all of which shares are held in portfolios of DFA Investment Dimensions Group Inc., a registered open-end investment company, or in series of the DFA Investment Trust Company, a Delaware business trust, or the DFA Group Trust and DFA Participation Group Trust, investment vehicles for qualified employee benefit plans, all of which Dimensional Fund Advisors Inc. serves as investment manager. Dimensional disclaims beneficial ownership of all such shares. (3) Includes (i) 75,000 shares of Common Stock held of record by Dr. Henry C. Pao's wife, (ii) 9,100 shares of Common Stock held of record by his daughter, (iii) 9,100 shares of Common Stock held of record by his son, (iv) 728,000 shares held in trust for the benefit of Dr. Henry C. Pao's children. (4) Registered under Push, Inc., a British Virgin Islands investment corporation under the sole directorship of Yunni Pao. Based on a filing pursuant to Section 13(d) of the Securities and Exchange Act of 1934, as amended, Push Inc. holds sole voting and dispositive power for all the shares. (5) Includes options held by Mr. Choy to purchase 5,500 shares of Common Stock exercisable within 60 days of June 8, 1996. (6) Includes options held by Mr. Bond to purchase 5,100 shares of Common Stock exercisable within 60 days of June 8, 1996. (7) Includes 10,600 shares issuable upon exercise of outstanding options exercisable within sixty (60) days of June 8, 1996. (8) Less than 1%.
Compliance with Section 16(a) of the Exchange Act Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") requires the Company's officers and directors, and persons who own more than 10% of the Company's Common Stock to file with the Securities and Exchange Commission ("SEC") and the National Association of Securities Dealers ("NASD") initial reports of ownership on Form 3 and changes in ownership on Form 4 or 5. Such officers, directors and 10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons that no Forms 5 were required for such persons, the Company believes that, during the fiscal year ended March 30, 1996, all Section 16(a) filing requirements applicable to its officers, directors and 10% shareholders were satisfied. Compensation of Executive Officers The following table shows compensation paid to the Company's Chief Executive Officer and each of the four other most highly compensated executive officers for the three fiscal years ended March 30, 1996. SUMMARY COMPENSATION TABLE
Long-Term Annual Compensation Compensation (1) ----------------------------------- ------------ Deferred Securities Underlying All other Name and Principal Position Year Salary (2) Salary Bonus (3) Options (No. of Shares) Compensation (4) - ----------------------------- ---- -------- -------- ------- ----------------------- ------------ Henry C. Pao 1996 $ 172,212 $ 3,247 $ 36,800 33,700 $ 2,339 President, CEO and Director 1995 184,341 0 28,000 0 1,237 1994 192,214 0 11,500 33,000 613 Richard Siegel 1996 227,166 1,601 32,200 33,700 2,339 Executive Vice President 1995 191,845 0 24,500 0 1,237 1994 189,639 0 10,000 30,000 613 Benedict C. K. Choy 1996 170,519 1,721 27,600 29,500 2,339 Senior Vice President, 1995 140,013 0 21,000 0 1,237 Technology Development 1994 143,862 0 9,000 27,500 597 Michael Bond 1996 139,537 0 18,000 19,700 2,327 Vice President, 1995 114,629 0 14,750 0 1,205 DMOS Products 1994 113,260 0 7,000 20,000 545 Edward Mackenna (5) 1996 89,946 0 4,400 0 2,273 Vice President, DMOS Process 1995 87,713 0 7,000 0 1,156 Engineering 1994 97,828 0 6,500 17,500 529 - -------------------------------------- (1) The Company has not issued stock appreciation rights or restricted stock awards. The Company has no "long-term incentive plan," "defined benefit plan," or "pension plan" as such terms are defined in the applicable rules. (2) Compensation deferred at the election of executive is included in the category and in the year earned. (3) The amounts shown in this column reflect payments under the Company's semi-annual profit-sharing plan under which all eligible employees participate. (4) The amounts disclosed in this column include: (a) Company contributions of $1,196, $4,160, and $9,820 in fiscal 1994, 1995, and 1996 respectively under the Supertex, Inc. Savings and Retirement Plan, a defined contribution 401(k) plan on behalf of each named executive officers. (b) Payment by the Company of premiums amounting to $2,262, $1,912 and $1,797 for fiscal 1994, fiscal 1995 and fiscal 1996 respectively, for term life insurance on behalf of each named executive officer. All full-time employees of the Company are covered by such term life insurance benefits. (5) Retired on March 7, 1996.
The following table shows, as to the above named executive officers, information concerning option grants during fiscal 1996 and the potential realizable value of those options, assuming 5% and 10% appreciation at the end of the option term. OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable Value at Assumed Percent of Annual Rates of Stock Total Options Price Appreciation for Granted to Exercise Option Term Options Employees in Price Expiration ---------------------- Name Granted (1) Fiscal Year (2) ($/Share) Date 5% (3) 10% (3) - -------------- ------- ------------- --------- ---------- ------- ------- Henry C. Pao 13,700 3.6% 7.25 05/10/02 40,435 94,230 20,000 5.3% 9.38 10/09/02 76,331 177,881 Richard Siegel 13,700 3.6% 7.25 05/10/02 40,435 94,230 20,000 5.3% 9.38 10/09/02 76,331 177,881 Benedict Choy 12,000 3.2% 7.25 05/10/02 35,418 82,537 17,500 4.6% 9.38 10/09/02 66,790 155,646 Michael Bond 8,000 2.1% 7.25 05/10/02 23,612 55,025 11,700 3.1% 9.38 10/09/02 44,654 104,061 - ---------------------- (1) Options granted under the Company's 1991 Stock Option Plan typically have a 7-year term, vest over a 5-year period of employment and have an exercise price equal to the market value of the Company's Common Stock on the date of grant. (2) In fiscal 1996, the Company granted options representing 376,600 shares to employees. (3) Potential realizable value is abased on an assumption that the market price of stock appreciates at the stated rate, compounded annually, from the date of grant until the end of the 7-year option term. These values are calculated based on requirements promulgated by the Securities and Exchange Commission and do not reflect the Company's estimate of future stock price appreciation.
The following table summarizes the information concerning stock option exercises during the last fiscal year for each above named executive officers. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
Number of Securities Underlying Unexercised Value of Unexercised In-the-Money Options at Fiscal Year-End Options at Fiscal Year-End (*) Shares Acquired Value ----------------------------- --------------------------------- Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable - ----------------- --------------- --------- ----------- ------------- ----------- ------------- Henry C. Pao 19,850 $ 183,494 0 73,200 $ 0 $ 512,913 Richard Siegel 12,900 109,613 6,400 79,500 60,800 569,238 Benedict Choy 0 0 18,750 65,700 175,388 463,888 Michael Bond 1,600 8,400 10,100 43,900 95,575 310,675 Edward Mackenna** 3,500 31,125 0 0 0 0 - ------------------------ (*) Closing market price of the Company's Common Stock on March 30, 1996 was $12.625. (**) Retired on March 7, 1996.
STOCK PERFORMANCE GRAPH The following table shows a five-year comparison of cumulative total return for the Company's Common Stock, the Nasdaq Composite Total Return Index (U.S.), and the Nasdaq Electronic Components Total Return Index. The stock price performance shown in the table below is not necessarily indicative of future price performance. EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC Comparison of Five Year Cumulative Total Return*
03/91 03/92 03/93 03/94 03/95 03/96 ----- ----- ----- ----- ----- ----- Nasdaq Composite 100 127 147 158 176 239 Total Return Index (US Only) Nasdaq Electronic 100 123 203 246 322 424 Components Stocks Supertex, Inc. 100 209 105 127 320 459 *Assumes investment of $100 on April 1, 1991
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS On recommendation of the Audit Committee, the Board of Directors has selected Coopers & Lybrand L.L.P. as independent public accountants to audit the financial statements of the Company for fiscal year ending March 31, 1997. Coopers & Lybrand L.L.P. was the Company's independent public accountants for the fiscal year ending March 31, 1996. Representatives of Coopers & Lybrand L.L.P. are expected to be present at the Annual Meeting to make a statement if they desire to do so and are expected to be available to respond to appropriate questions. The Board of Directors recommends that shareholders vote FOR ratification of the appointment of Coopers & Lybrand L.L.P. as independent public accountants of the Company. The vote required to approve this proposal is a majority of the shares present and voting at the meeting. OTHER MATTERS The Company knows of no other matters to be submitted to the Meeting. If any matters properly come before the Meeting, it is the intention of the persons named in the enclosed proxy card to vote the shares they represent as the Board of Directors may recommend. It is important that your stock be represented at the meeting, regardless of the number of shares which you hold. You are, therefore, urged to mark, sign, date, and return the accompanying Proxy as promptly as possible in the postage-paid envelope enclosed for that purpose. FOR THE BOARD OF DIRECTORS OF SUPERTEX, INC. [SIG] Benedict C. K. Choy Corporate Secretary Dated: July 1, 1996 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS SUPERTEX, INC. ANNUAL MEETING OF SHAREHOLDERS, AUGUST 2, 1996 The undersigned shareholder of SUPERTEX, INC., a California corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement, each dated July 1, 1996, and hereby appoints Henry C. Pao as proxy and attorney-in-fact, with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Annual Meeting of Shareholders of SUPERTEX, INC., to be held on August 2, 1996, at 10:00 a.m., local time, at the principal offices of the Company, located at 1235 Bordeaux Drive, Sunnyvale, California, and at any adjournments thereof, and to vote all shares of Common Stock which the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side. THE PROXY WILL BE VOTED AS DIRECTED, OR, IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED FOR THE ELECTION OF DIRECTORS, FOR THE RATIFICATION OF THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING MARCH 31, 1997, AND AS SUCH PROXY DEEMS ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING. SUCH ATTORNEY AS SHALL BE PRESENT AND SHALL ACT AT THE MEETING OR ANY ADJOURNMENT OR ADJOURNMENTS THEREOF SHALL HAVE AND MAY EXERCISE ALL OF THE POWERS OF SUCH ATTORNEY-IN-FACT HEREUNDER. CONTINUED AND TO BE SIGNED ON REVERSE SIDE 1. ELECTION OF DIRECTORS: Nominees: Henry C. Pao; Yunni Pao; Benedict Choy Frank C. Pao; Richard Siegel Instruction: If you wish to withhold authority to vote for any individual nominee, strike a line through the nominee's name in the list above. [ ] FOR all nominees (except as indicated) [ ] WITHHOLD AUTHORITY to vote for all nominees listed above. 2. PROPOSAL TO RATIFY THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS THE INDEPENDENT ACCOUNTANTS OF THE COMPANY: [ ] FOR [ ] AGAINST [ ] ABSTAIN 3. In his discretion, the Proxy is authorized to vote upon such other matters which may properly come before the meeting or any adjournment or adjournments thereof. If shares are jointly held, each holder should sign. If signing for estates, trusts, corporations, or partnerships, title and capacity should be stated. PLEASE MARK, DATE, AND SIGN EXACTLY AS YOUR NAME(S) APPEARS HEREON, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. Signature:______________________ Date:_________ Signature:______________________ Date:_________ -----END PRIVACY-ENHANCED MESSAGE-----