-----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, OcdrTlmyjS2nTdkTm6DOjfW2Nt9pPHpsHWHyx7V14RRpqXoreT7+77E4ojlzmWM5 LvR/xtwmkHlXaK0Iluxj5g== 0000950120-03-000305.txt : 20030520 0000950120-03-000305.hdr.sgml : 20030520 20030520171950 ACCESSION NUMBER: 0000950120-03-000305 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030520 EFFECTIVENESS DATE: 20030520 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPINNER GLOBAL TECHNOLOGY FUND LTD CENTRAL INDEX KEY: 0001141497 FILING VALUES: FORM TYPE: DFAN14A 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26482 FILM NUMBER: 03713285 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 DFAN14A 1 d14a_cover.txt SCHED 14A INFO 5/19/03 SCHEDULE 14A INFORMATION ----------------------------------------------------------------------- PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------------------------------------------------------------------- FILED BY THE REGISTRANT |_| FILED BY A PARTY OTHER THAN THE REGISTRANT |X| ----------------------------------------------------------------------- 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 |_| Definitive Additional Materials |X| Soliciting Materials Pursuant to Section 240.14a-12 TRIKON TECHNOLOGIES, INC. ------------------------- (Name of Registrant as Specified In Its Charter) Spinner Global Technology Fund, Ltd. -------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than 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)(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 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: ----- 2 [Letterhead of Spinner Global Technology Fund, Ltd.] May __, 2003 To: Stockholders of Trikon Technologies, Inc. Dear Fellow Stockholder, Due to the poor past performance of Trikon Technologies, Inc., we, Spinner Global Technology Fund, Ltd., are seeking to replace Christopher D. Dobson and Steven N. Wertheimer as directors with Peter J. Simone and William W. R. Elder at Trikon's annual meeting scheduled for May 22, 2003. Additionally, we will oppose the management proposal asking for stockholder approval of the Trikon 2003 Omnibus Incentive Plan ("Incentive Plan"). The Spinner Fund is the largest stockholder of the Company, beneficially owning 1,567,523 shares, or 11.1% of the outstanding shares. We believe that Dobson and Wertheimer are not fairly representing the interests of all stockholders of Trikon. Dobson's decisions with regard to the company have been driven by the goal of enriching himself at the cost of the company. Dobson has licensed away key technology to Trikon's competitors, repeatedly paid himself large fees for his services, taken extended leaves of absence (some at full pay) to continue his PhD studies and required Trikon to grant him a large amount of Trikon stock so that his bank account was not hurt by the downturn in the company he was running. Last week, Dobson sold 460,000 shares of Trikon common stock as the company continues to flounder. As Wertheimer has stood by while Dobson has time and again made selfish decisions with regard to Trikon, it is time to replace them both. Moreover, in 2002, the Delaware Court of Chancery, in an action involving Spectrumedix Corporation, found Wertheimer to have engaged in acts of "trickery or deceit" in manipulating the actions of the board of directors of a public company. In this period when companies are striving to regain the trust of investors and the concerns with corporate governance, Trikon should not have a director whose integrity has been questioned in the past. As stated in our proxy materials, we feel that electing Mr. Simone and Dr. Elder to the board of directors of Trikon will give the company directors focused on maximizing the value of Trikon for all stockholders. Both men can bring a great wealth of experience with the semiconductor industry to Trikon's board of directors. Mr. Simone has worked in the semiconductor industry for almost 30 years. He has served in management positions with companies such as Speedfam-IPEC Inc., Active Control eXperts, Inc. (now a wholly owned subsidiary of Cymer, Inc.), Xionics Document Technologies, Inc., Simlpex Time Recorder Company, Inc., and GCA Corporation. He currently sits on the boards of Cymer, Inc., Oak Technology, Inc., Newport Corporation and several private companies. 3 Dr. Elder is currently the Chairman of the Board, President and CEO of Genus, Inc., a semiconductor capital equipment company which he was a founder of in 1981. He also currently sits on the board of directors of Aehr Test Systems. We also are opposing the management proposal asking for stockholder approval of the Incentive Plan. We believe that the Incentive Plan is a bad idea as (1) it could favor management rather than the regular employees for whom non-cash incentives are very important for the success of Trikon, (2) the number of shares reserved is 7.8% of the outstanding shares which we believe is too high, and (3) Trikon management has not indicated whether of nor it will expense the granting of the options and awards under the Incentive Plan. Since our inception in 1993, we have been primarily engaged in investment activities in marketable securities of smaller capitalization companies, with a primary focus on United States issuers in the information technology sector. We advise all Trikon stockholders to read our enclosed proxy statement because it contains important information. The proxy statement is also available at no charge on the SEC's website at http://www.sec.gov. We ask that you please sign and return the enclosed blue card. Should you have any questions regarding voting of your shares, please contact Art Spinner at (212) 223-3410. We thank you in advance for your support. Sincerely, SPINNNER GLOBAL TECHNOLOGY FUND, LTD. By: Arthur C. Spinner, Director 4 -----END PRIVACY-ENHANCED MESSAGE-----