-----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, ULLGmdBrbFBeqTD3RBAvrldzPeRaZUD2PkgLKg4X8nUzgZY2DgyjEHyAsTE1k6Vu XLchLCWJ0sQ5QFhnD0A7ZA== 0000950120-03-000315.txt : 20030523 0000950120-03-000315.hdr.sgml : 20030523 20030523134223 ACCESSION NUMBER: 0000950120-03-000315 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030523 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: 03717845 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 d534068.txt AMENDMENT NO. 3 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) 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 22, 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 7 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 OWNED BY subject 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, together with Amendments No. 1 and No. 2 thereto, filed on May 13, 2003 and May 16, 2003, respectively (collectively, the "Prior Schedules"), 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 Prior 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 4. PURPOSE OF THE TRANSACTION -------------------------- Item 4 is hereby amended to add the following: On May 20, 2003, the Company filed an Answer to the Complaint denying the allegations therein. On May 22, 2003, the Company held its Annual Meeting of Stockholders (the "Meeting"). At the Meeting, Arthur C. Spinner, Director of the Reporting Person, in proposing the Reporting Person's two nominees, made a statement supporting their candidacy and its opposition to management's proposal for approval of the 2003 Omnibus Incentive Plan, and articulated the Reporting Person's position in regard to the proxy contest and the Company. A transcript of the statement is attached hereto as Exhibit 6. The Reporting Person's nominees were not elected. However, in line with the Reporting Person's recommendation, the stockholders did not approve the Company's 2003 Omnibus Incentive Plan. 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, including in the Prior Schedule. However, given its continuing concern with the management and the performance of the Company, 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 communicating with other stockholders with regard to the activities of the Company, making recommendations as to the management of the Company, initiating or participated in future proxy solicitations with respect to Company matters, and purchasing or selling shares of the Company's Common Stock. ITEM 6. MATERIAL TO BE FILED AS EXHIBITS -------------------------------- No. Description --- ----------- 6. Transcript of remarks made by Arthur C. Spinner at the May 22, 2003 Stockholders Meeting of Trikon Technologies, Inc. 3 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 23, 2003 SPINNER GLOBAL TECHNOLOGY FUND, LTD. By: /s/ Arthur C. Spinner -------------------------------- Name: Arthur C. Spinner Title: Director 4 EX-99 3 e533947.txt EX. 6 -TRANSCRIPT OF REMARKS BY ARTHUR C. SPINNER EXHIBIT 6 STATEMENT OF ARTHUR C. SPINNER AT MAY 22, 2003 STOCKHOLDERS MEETING OF TRIKON TECHNOLOGIES, INC. My name is Art Spinner, the managing member of Spinner Asset Management, LLC, the investment advisor of Spinner Global Technology Fund, Ltd. The Fund is the largest single stockholder of Trikon. The Fund's investment totals over 1.5 million shares. Chris Dobson, the Company's current Chairman, currently owns 1.235 million shares, having sold 460,000 shares last week on the first day he could legally do so. We invested in Trikon based on the belief that it had leading edge technology which could gain traction in the marketplace, if the Company could grow beyond its European roots. Barring that, we have always felt, and have made clear to the management on numerous occasions, that the technology would be worth more in the hands of a larger company with more credibility in the customer base. In the spring of 2001, the Company needed additional working capital to support its business. Our Fund made a $10 million investment at that time, in fresh capital, through a private placement, partly in consideration of an understanding that the Fund could recommend a director with significant industry experience to work with the Company to expand its horizons. Since that time, we have recommended to the Company a number of leading figures in the semiconductor industry as potential directors. Virtually all of these candidates are or have been CEOs of public technology companies, and have considerable credibility both with the customer community in the US, Asia and Europe and with the investment community as well. These are qualities which in our view the Company and its shareholders would greatly benefit from. From April 30, 1998 to April 30, 2003, Trikon share price has declined by 64%. Our view is that at some point not only the management responsible for this result, but the Board supervising it, have to be held accountable. Our opinion is that any of the persons we have recommended over the past 2 years, all of whom have been rejected by the Company as "unqualified," would have woken the Board and management team from their slumber by asking the right questions and demanding the right answers. Just two weeks ago, two of my colleagues met with Dr. Kiwan in London, to see if an amicable resolution could be reached. Dr. Kiwan informed us that the Board was then discussing increasing the number of directors to eight after the annual stockholders meeting and putting on two additional members, whom he was personally recommending; one of these was Dr. Juergen Knorr who visited the Company the same day as our meeting in London. Dr. Kiwan suggested that one way to alleviate our concerns would be increasing the Board to nine, and adding our recommended candidate as the third additional director. We clearly stated to Dr. Kiwan that we believed the Board had a fiduciary duty when electing directors at the annual meeting to let those stockholders know about any plans to increase the size of the board, and the candidates being considered. Our view was that this should be disclosed, and a revised proxy be prepared by the Company, even if it meant temporarily delaying the upcoming shareholders meeting. The Board rejected Dr. Kiwan's proposed resolution and rejected our recommendation. The Company has expressed concern about a nine man board being unwieldy. We are inclined to agree and suggest the concern be resolved by Dr. Dobson and Mr. Wertheimer's resignations. We would also call your attention to Institutional Shareholder Services's (ISS), the leading corporate governance advisory service, view that independent directors in a public company have little value, unless they are in the majority. In addition, proposed Nasdaq corporate governance rules will require the majority of the directors to be independent. After spending the last two years watching the Company's revenues, earnings and stock price fall, and frustrated with the Board's continual rejection of the Fund's recommendations for directors, the Fund decided some stockholder had to come forward to contest the Board for the benefit of all stockholders. We are proposing Peter Simone and William Elder to serve in the place of Christopher Dobson and Stephen Wertheimer. In 1981, Bill Elder was a founder of Genus Inc., and is now serving as its Chairman, President and CEO. While Trikon management contends that Dr. Elder is affiliated with a competitor, neither Trikon nor Genus list one another as competitors in their respective 10K filings with the SEC. Peter Simone has served in a variety of senior management positions with several successful semiconductor and semiconductor equipment companies since 1973. He is currently an independent director of three successful public companies: Cymer Inc., Newport Corporation and Oak Technology Inc. Over his 30 year career in the semiconductor industry he has developed numerous customer and investor relationships and has been a money maker for his investors and a trusted supplier for his customers. Both candidates are deeply experienced in the semiconductor industry. They are fully aware of their responsibilities as independent directors and look forward to the challenge of helping to make Trikon successful. Last Friday, Trikon brought a legal proceeding against the Fund and me personally, in which it made many unfounded and incorrect allegations. One allegation was that our motivation in recommending an independent director is to get inside information in order to trade in Trikon shares. In point of fact, over the last two years other than the Trikon private placements, the Fund has neither bought nor sold any Trikon stock. By contrast, only one week ago, Trikon Chairman Christopher Dobson sold 460,000 shares of stock for $2.70, 10 cents above the 3+ year lows. This was done at a time when the Company has had poor operating results, and using its cash resources engaging in a fight with its largest shareholder over issues of corporate governance. One of these issues is compensation. Chris Dobson has done very well as an individual during his last six years at Trikon. Unfortunately virtually all of the $40 mil+ which he has, received from the company has been in the form of cash compensation rather than share appreciation. $35 mil from an acquisition transaction, $8.5 mil in so-called "negotiation fees", a British usage, we call them investment banking fees, in addition to his salary and bonuses. Dobson's ability to act on the shareholders behalf has been compromised in our view by his commission agreement with the 2 Company, whereby he would receive an additional fee of up to 3% if and only if the Company gets sold for over $300 mil. Although we congratulate Dr. Dobson on his recently awarded PhD from the Univerity of Cambridge, we note that the three years of hard work at the University, from October 1998 to September 2001, coincided with his employment as Chairman of Trikon and note that in 2000 he received approximately $600,000 in compensation and $1.6 mil in 2001. In the preface to his doctoral dissertation, Dr. Dobson thanks Trikon for its financial and technical support. We would have been happy as shareholders to know that we were subsidizing his academic ambitions and helping to put some of the Company's proprietary technology into the public domain. The Company has made much of the importance of semiconductor industry experience for members of its Board of Directors. The Company's press release yesterday said that it was looking for someone with semiconductor industry device experience and strong ties in Asia. Mr. Wertheimer has neither. Furthermore, his conduct as a director of Spectrumedix has been criticized by the Delaware Chancery Court in an action by the CEO of that company against Wertheimer and other directors arising from a board meeting held in this room. Wertheimer had attacked the CEO of Spectrumedix for working from home and only going to that company three or four days a week. It does not seem to us that he has held Chris Dobson to the same standard. ISS has independently recommended that Trikon stockholders withhold their vote for Mr. Wertheimer. A recommendation we agree with. We are also concerned with management's proposal to approve the Omnibus Incentive Plan. The plan would cover 7.8% of the outstanding shares, an uncommonly large amount. Stock plans should be used to incentivize the employees, and not just be a perk for senior management and the Board. Our opposition to the Plan is also based on the failure of the Board to explain in specific terms what criteria will be used for the grant of awards and what class of persons will receive the awards. ISS has also recommended that Trikon stockholders reject the Incentive Plan. We had hoped to avoid a proxy contest, spending a good deal of time trying to reach a constructive response from the board to our recommendations. We reluctantly concluded that a proxy contest would be the only way to call shareholder attention to the board's refusals. Therefore, we began this proxy contest extremely late, but nevertheless have received substantial support. However, we do not intend to go away. We have a lot of time, effort and money invested in the Company. Regardless of today's vote, we will continue to watch over the actions of the Board to ensure that they act properly on behalf of all shareholders. I urge all Trikon shareholders to vote FOR our nominees and AGAINST the Omnibus Incentive Plan. Thank you for your consideration and time. 3 -----END PRIVACY-ENHANCED MESSAGE-----