-----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, O3wZxXwjdwKPyuxBxSTEom1d0/JUwb53AHWHQFL4/OGEJh/Pu95zmoPbiAYxJ8Nx gAtQBGz0xNg5Q7HLE9S6jA== 0000950120-03-000282.txt : 20030513 0000950120-03-000282.hdr.sgml : 20030513 20030513173223 ACCESSION NUMBER: 0000950120-03-000282 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030513 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPINNER GLOBAL TECHNOLOGY FUND LTD CENTRAL INDEX KEY: 0001141497 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O CITCO NV STREET 2: P.O. BOX 812 CITY: KAYA FLAMBOYAN STATE: A1 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIKON TECHNOLOGIES INC CENTRAL INDEX KEY: 0000868326 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 954054321 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48552 FILM NUMBER: 03696483 BUSINESS ADDRESS: STREET 1: RINGLAND WAY STREET 2: 222 W ORANGE GROVE AVE CITY: NEWPORT GWENT STATE: X0 ZIP: NP18 2TA BUSINESS PHONE: 011-44-1-633-414-000 MAIL ADDRESS: STREET 1: 9255 DEERING AVENUE CITY: SACHATSWORTH STATE: CA ZIP: 91311 FORMER COMPANY: FORMER CONFORMED NAME: PLASMA & MATERIALS TECHNOLOGIES INC DATE OF NAME CHANGE: 19950713 SC 13D/A 1 d528837.txt AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) TRIKON TECHNOLOGIES, INC. ------------------------- (Name of Issuer) COMMON STOCK, NO PAR VALUE -------------------------- (Title of Class of Securities) 896187 40 8 ---------------------- (CUSIP Number) SPINNER GLOBAL TECHNOLOGY FUND, LTD. C/O CITCO NV, KAYA FLAMBOYAN 9 P.O. BOX 812, CURACAO NETHERLANDS ANTILLES 599973221911 --------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) COPY TO: BRUCE A. RICH, ESQ. THELEN REID & PRIEST LLP 875 THIRD AVENUE NEW YORK, NEW YORK 10022 212-603-2000 MAY 12, 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(b)(3) or (4) check the following box [ ]. 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, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. - -------------------------------------------------------------------------------- CUSIP NO. 896187 40 8 13D PAGE 2 OF 10 PAGES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Spinner Global Technology Fund, Ltd. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,566,523 shares (including 92,593 shares subject OWNED BY to presently exercisable warrants) EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER - 0 - - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,566,523 shares (including 92,593 shares subject to presently exercisable warrants) - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - 0 - - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,566,523 shares (including 92,593 shares subject to presently exercisable warrants) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 2 ITEM 1. SECURITY AND ISSUER ------------------- The Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on April 25, 2003 (the "Initial Schedule"), relating to the common stock, no par value (the "Common Stock"), of Trikon Technologies, Inc., a Delaware corporation (the "Company"), is amended to furnish additional information set forth herein. All capitalized terms not otherwise defined shall have the meaning ascribed to such terms in the Initial Schedule. ITEM 2. IDENTITY AND BACKGROUND ----------------------- (a) and (b) The person filing this statement is Spinner Global Technology Fund, Ltd. (the "Reporting Person"). The Reporting Person's address is C/O Citco NV, Kaya Flamboyan, P.O. Box 812, Curacao, Netherlands Antilles. ITEM 3. PURPOSE OF THE TRANSACTION -------------------------- Item 4 is hereby amended to add the following: On May 7, 2003, Bryan MacDonald and Jean-Louis Fatio, directors of the Reporting Person, met with Jihad Kiwan, President, CEO and a director of the Company, to discuss the inclusion of a designee of the Reporting Person as a director of the Company. During the discussion, Dr. Kiwan mentioned that after the 2003 Meeting the Board of Directors intended to increase the number of directors to eight from six and to elect two designees of Dr. Kiwan to fill the vacancies. He suggested that to resolve the Reporting Person's request, a Reporting Person designee would also be added at that time, subject to Board approval. Mr. MacDonald responded that the suggestion was a good solution, however, for reasons of proper disclosure, he felt that the Company should accelerate the increase in the number of directors and have these additional persons be part of the slate to be voted on by the stockholders at the 2003 Meeting, even if the Meeting date had to be delayed. On May 8, Mr. MacDonald called Dr. Kiwan as a follow-up to their meeting. During this telephone conversation, Mr. MacDonald reiterated what they had discussed in person. Dr. Kiwan stated that Peter Simone, a prior designee of the Reporting Person, was not acceptable to the Board, and the Reporting Person should propose someone else as a director. Mr. MacDonald recommended William W.R. Elder and said that Dr. Elder was already known to several Trikon directors by reason of his experience in the semiconductor industry. Dr. Kiwan said that the Company Board of Directors would meet either Friday, May 9 or Monday, May 12 to consider the proposal. Immediately after this telephone conversation, Mr. MacDonald sent by e-mail to Dr. Kiwan background information on Dr. Elder. On May 9, Mr. MacDonald faxed a letter to Dr. Kiwan as a clarification of Dr. Kiwan's proposed resolution. In this letter, Mr. MacDonald confirmed his understanding that the Company Board would be increased to nine persons and Dr. Elder would be included on the Company slate together with the six present nominees plus Dr. Kiwan's two designees. Mr. MacDonald also expressed that if Dr. Elder were added to the management slate, the Reporting Person would vote its shares of the Common Stock in favor of the Company's 2003 Omnibus Incentive Plan. A copy of Mr. MacDonald's letter is annexed hereto as Exhibit 3. 3 On May 12, counsel to the Company called counsel to the Reporting Person to advise that the Company Board of Directors rejected the proposal. At that time, counsel to the Reporting Person advised counsel to the Company that the Reporting Person intended to solicit proxies at the 2003 Meeting for Peter Simone and Dr. Elder, and also against the 2003 Omnibus Incentive Plan. On May 12, the Reporting Person filed preliminary proxy material with the SEC. The Reporting Person entered into a Nominee Agreement and Consent with each of Dr. Elder and Mr. Simone, in the form annexed hereto as Exhibit 4. The Reporting Person has no present intention to engage or cause the Company to engage in any of the transactions or activities specified in paragraphs (a) through (j) of this Item 4 other than as set forth in the immediately preceding paragraphs herein. However, the Reporting Person reserves the right, either individually or together with other persons, to act in respect of its interest in the Company in accordance with its best judgment in light of the circumstances existing at the time, which may include purchasing or selling shares of the Company's Common Stock. ITEM 4. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT --------------------------------------------------------------------- TO SECURITIES OF THE ISSUER --------------------------- See the agreements being included as exhibits to this Schedule. ITEM 5. MATERIAL TO BE FILED AS EXHIBITS -------------------------------- No. Description --- ----------- 3. Letter, dated May 9, 2003, from the Reporting Person to Dr. Jihad Kiwan, President and CEO of Trikon Technologies, Inc. 4. Form of Nominee Agreement and Consent. 4 SIGNATURE 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. Dated: May 13, 2003 SPINNER GLOBAL TECHNOLOGY FUND, LTD. By: /s/ Arthur C. Spinner -------------------------------------- Name: Arthur C. Spinner Title: Director 5 EX-99 3 e532219.txt EX. 3 - LETTER FROM FUND TO DR. JIHAD KIWAN EXHIBIT 3 [LOGO] SPINNER Global Technology Fund, Ltd. May 9, 2003 Dr. Jihad Kiwan President & Chief Executive Officer Trikon Technologies, Inc. Ringland Way Newport, South Wales NP18 2TA UK VIA FACSIMILE & COURIER - ----------------------- Dear Jihad, As we discussed on the telephone yesterday, we would like to pursue your proposed solution regarding the issues to be voted on at the upcoming shareholders meeting. I wanted to clarify our understanding of the proposed solution: 1. First, Spinner would vote in favor of a management slate for the Board of Directors comprised of the following people: Chris Dobson Nigel Wheeler Jihad Kiwan Robert Anderson Dick Conn Stephen Werthheimer Two (2) additional independent directors to be nominated by Trikon Dr. William Elder, Chairman & CEO of Genus Inc. 2. We would vote in favor of the Omnibus Incentive Plan provided that Dr. Elder serve on the Compensation Committee as an independent director along with two other independent directors of Trikon's choosing. If you do truly intend to expand the Board of Directors by almost 50%, we believe that it is Trikon's interest to implement that change by immediately submitting a revised proxy statement to the shareholders reflecting the expanded Board, with the new directors fully disclosed, even if that requires delaying the shareholders meeting by a few days or weeks (which you are fully empowered to do). SPINNER GLOBAL TECHNOLOGY FUND, LTD. C/O CURACAO INTERNATIONAL TRUST CO., NV KAYA FLAMBOYAN 9 CURACAO, NETHERLAND ANTILLES TEL: (5999) 732.2191 FAX: (5999) 732.2225 Please respond no later than Monday, May 12, 2003. Please understand that if this proposed resolution is not accepted, given the timeframe involved and under advise of our counsel, we will immediately file new proxy materials for our own Director Nominees and in opposition to the Incentive Plan. We sincerely hope that we can resolve this matter without having to take any additional action. Jihad, as I said to you on the phone, let's get these issues behind us. It will be better for everyone involved. Resolution would allow us all to immediately turn our focus toward helping Trikon achieve the success that we all believe it can. Thank you for your consideration and cooperation. Respectfully, /s/ Bryan J. MacDonald Bryan J. MacDonald Director Spinner Global Technology Fund, Ltd. cc: Chris Dobson, Chairman, Trikon Technologies, Inc. Nigel Wheeler, Executive Vice Chairman, Trikon Technologies, Inc. EX-99 4 e530419.txt EX. 4 - FORM OF NOMINEE AGREEMENT AND CONSENT EXHIBIT 4 SPINNER GLOBAL TECHNOLOGY FUND, LTD. May __, 2003 VIA FACSIMILE [Recipient Name and Address] Dear [ ]: We are very pleased that you have agreed to become a member of a slate of nominees (the "Slate") of Spinner Global Technology Fund, Ltd. (the "Fund") to stand for election as a director of Trikon Technologies, Inc. ("Trikon") at the 2003 Annual Meeting of Stockholders of Trikon (the "2003 Annual Meeting"), expected to be held on May 22, 2003. The Fund shall pay all costs of the proxy solicitation, and shall reimburse you for any expenses you may incur in connection with you being a member of the Slate. You understand that it may be difficult, if not impossible, to replace nominees who, such as yourself, have agreed to serve on the Slate and later change their minds and determine not to seek election. Accordingly, the Fund is relying upon your agreement to seek nomination. In that connection, we have enclosed a Questionnaire in which you will provide the Fund with information necessary for us to make appropriate disclosures in preparing the proxy material to be sent to stockholders and to be filed with the Securities and Exchange Commission. We have also enclosed a form letter to Trikon informing it that you consent to being a nominee of the Fund for the election as a director of Trikon and, if elected, consent to serving as a director of Trikon. In consideration of your agreement to serve on the Slate, the Fund hereby agrees that, so long as you actually serve on the Slate, the Fund will defend, indemnify and hold you harmless from and against any and all losses, claims, damages, penalties, judgments, awards, liabilities, costs, expenses and disbursements (including, without limitation, reasonable attorneys' fees, costs, expenses and disbursements) incurred by you in the event that you become a party, or are threatened to be made a party, to any civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal thereof relating solely to your role as a nominee for director of Trikon on the Slate. Your right of indemnification hereunder shall continue after the election has taken place but only for events which occurred during the period from the date hereof until the date of the 2003 Annual Meeting regarding the election of the Slate in the event that you are a candidate for election at the 2003 Annual Meeting. Anything to the contrary herein notwithstanding, the Fund is not indemnifying you for any action taken by you or on your behalf which occurs prior to the date hereof or subsequent to the 2003 Annual Meeting or such earlier time as you are no longer a nominee of the Slate for election to Trikon's Board of Directors or for any actions taken by you as a director of Trikon, if you are elected. Nothing herein shall be construed to provide you an indemnity: (i) in the event you are found to have engaged in a violation of any provision of state or federal law in connection with the proxy contest unless you demonstrate that your action was taken in good faith and in a manner you reasonably believed to be in or not opposed to the best interests of electing May __, 2003 Page 2 the Slate; (ii) if you acted in a manner which constitutes gross negligence or willful misconduct; or (iii) if the claim is based upon any misstatement or omission of material fact in your Questionnaire. In the event that you desire to make any claim for indemnification hereunder, you shall promptly notify the Fund in the event of any third-party claim actually made against you or known by you to be threatened. In addition, with respect to any such claim, the Fund shall be entitled to control your defense with counsel chosen by the Fund. The Fund shall not be responsible for any settlement of any claim against you covered by this indemnity without its prior written consent. However, the Fund may not enter into any settlement of any such claim without your consent unless such settlement includes a complete release of you from any and all liability in respect of such claim. Each of us recognizes that should you be elected to the Board of Directors of Trikon all of your activities and decisions as a director will be governed by applicable law and subject to your fiduciary duty to the stockholders of Trikon. As a result, there is, and can be, no agreement or understanding in any way between you and the Fund which governs the decisions which you will make as a director of Trikon. This letter sets forth the entire agreement between the Fund and you as to the subject matter herein, and cannot be amended, modified or terminated except by a writing executed by both of us. This letter shall be governed by the laws of the State of New York, without giving effect to principles of conflicts of law. On behalf of the Fund, I am very pleased with your decision to stand for election on the Slate. Should you have any questions, feel free to call Joe Spiegel or me. Should the foregoing accurately reflect your understanding, please so indicate in the space provided below, and return to the Fund, together with the completed Questionnaire and Consent Letter, whereupon this letter will become a binding agreement between us. Very Truly Yours, By: ______________________________ Name: Arthur C. Spinner Director Agreed to and Accepted as of the date first above written: ___________________________ Name: [ ] CONSENT OF NOMINEE [ ] hereby consents to being named as a nominee for election as a director of Trikon Technologies, Inc. (the "Company"), in the proxy statement and other materials concerning the nomination by Spinner Global Technology Fund, Ltd. (the "Fund") in connection with the solicitation of proxies by the Fund from stockholders of the Company to be voted at the 2003 Annual Meeting of Stockholders of the Company and any adjournment or postponement, thereof, and further consents to serve as a director of the Company, if elected. By: ______________________________ Name: [ ] May __, 2003 -----END PRIVACY-ENHANCED MESSAGE-----