-----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, LlpLEL+oLhOKU1gMoRwVlKKX9rQbC8Y+THnSmIR74XsV5ptSOiTo0ScCvatjEjhD d7X2hPCTgc9Uy0/jchLINQ== 0000930413-07-004500.txt : 20070516 0000930413-07-004500.hdr.sgml : 20070516 20070516164309 ACCESSION NUMBER: 0000930413-07-004500 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070516 DATE AS OF CHANGE: 20070516 EFFECTIVENESS DATE: 20070516 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATMEL CORP CENTRAL INDEX KEY: 0000872448 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770051991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-19032 FILM NUMBER: 07858318 BUSINESS ADDRESS: STREET 1: 2325 ORCHARD PKWY CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084410311 MAIL ADDRESS: STREET 1: 2325 ORCHARD PKWY CITY: SAN JOSE STATE: CA ZIP: 95131 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PERLEGOS GEORGE CENTRAL INDEX KEY: 0000938747 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: BUSINESS PHONE: 4084364200 MAIL ADDRESS: STREET 1: 2325 ORCHARD PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95131 DFAN14A 1 c48570_dfan14a.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN 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 [_]
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
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to § 240.14a -12

ATMEL CORPORATION


(Name of Registrant as Specified In Its Charter)

GEORGE PERLEGOS


(Name of Person(s) Filing Proxy Statement, if other than the 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)(1) 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:____________________________________________________________________________________________________


The following press release was issued on May 16, 2007.

Investor Contacts:    Media Contacts: 
MacKenzie Partners, Inc.    Sard Verbinnen & Co 
Dan Burch/Larry Dennedy    Hugh Burns/Lesley Bogdanow: 212-687-8080 
1-800-322-2885    Paul Kranhold/Andrew Cole: 415-618-8750 

ATMEL SHAREHOLDERS URGED TO VOTE ON NEW GREEN PROXY CARD
AT SPECIAL MEETING

Shareholders Must Act Now to Protect Their Investment

San Jose, Calif., May 16, 2007 – The Independent Nominees to the Board of Directors of Atmel Corporation (Nasdaq: ATML) (the “Independent Nominees”) today urged Atmel shareholders to use the new green proxy card mailed to Atmel shareholders of record as of April 5, 2007. As announced on May 11, 2007, this new card will enable shareholders to vote for either the entire slate of Independent Nominees or a partial slate at the Special Meeting of Atmel Shareholders on May 18, 2007.

The green proxy card was changed following a report issued by Institutional Shareholder Services (“ISS”). ISS has recommended that shareholders elect Independent Nominee Brian S. Bean to the Atmel board and remove Chaiho Kim, one of Atmel’s incumbent directors.

The Independent Nominees stated: “We urge shareholders to remove Mr. Kim, at a minimum, as ISS has recommended, and vote for Brian Bean. We also encourage shareholders to consider our full slate of nominees who can provide the independent oversight that ISS noted is needed at the board. We are committed to a swift implementation of the only plan that will truly enhance the value of shareholders’ investment in Atmel.

“This is a critical moment for the future of Atmel. The Company’s performance is rapidly deteriorating under the incumbent board, and shareholders must act now to protect their investment. We are offering a legitimate plan – not just a series of empty promises like the incumbent board and management team – and we have publicly identified specific lower margin, slow growth and capital intensive businesses we need to exit in order to make Atmel a pure-play microcontroller company. Our plan should achieve gross margins in excess of 50% and operating margins of 25%.

“Under the incumbent board, Atmel is a $1.6 billion revenue business with a multiple of 1.6 times revenue. Conversely, under our plan, we expect Atmel to be a high-growth pure-play microcontroller business, initially with a $900 million revenue business and a multiple of 5-6 times revenue. The difference could be as much as $2 billion.

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“We have also committed to return value to shareholders through a significant share repurchase and to place the right leaders at the helm of Atmel, including a highly qualified and experienced CEO that will reposition and restructure the company. We urge shareholders to vote the new green proxy card today.”


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ATMEL SHAREHOLDERS ARE STRONGLY URGED TO SIGN AND RETURN THE NEW GREEN PROXY CARD, EVEN IF THEY SIGNED AND RETURNED THE PREVIOUS PROXY CARD. Atmel shareholders can review the Independent Nominees’ plan, credentials and other important information at www.improveatmel.com or www.sec.gov.


*       *       *

This press release contains forward looking statements which are included solely for the purpose of illustrating how the nominees plan to increase shareholder value so that you can cast an informed vote at the May 18, 2007 Special Meeting of Shareholders. As you know, predictions of future results are inherently uncertain and future results may differ materially from those set forth in these forward looking statements. While these forward looking statements were prepared based on the best information available to George Perlegos and the nominees, they were not prepared with the benefit of access to the company’s books and records and the accuracy and completeness of financial and other information obtained from publicly available sources and used in preparing these forward looking statements has not been independently verified. As a result, there can be no assurance that the estimates and assumptions underlying these forward looking statements conform to the current state of affairs at the company, that the nominees, if elected and having the benefit of access to the company’s books and records, will not determine that the best interests of shareholders require that modifications be made to the implementation of their plan to increase shareholder value or that the results or performance of the company as a result of the implementation of the nominees’ plan to increase shareholder value, whether or not modified, will not differ materially from the forward looking statements contained in this press release.

This press release constitutes proxy solicitation material and is intended solely to inform shareholders so that they may cast an informed vote at the Special Meeting of Shareholders. Except as provided by the federal securities laws, this press release may not be relied upon or used for any other purpose, including for purposes of making an investment decision with respect to the company’s securities.

Shareholders are advised to read the definitive proxy statement and other documents related to the solicitation of proxies filed by George Perlegos for use at the May 18, 2007 Special Meeting of Shareholders because they contain

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important information. The definitive proxy statement and a form of proxy have been mailed to shareholders of the company and, along with other relevant documents, are available at no charge at the Securities and Exchange Commission’s website at http://www.sec.gov or by contacting Mackenzie Partners, Inc. by telephone at (800) 322-2885 or by e-mail at proxy@mackenziepartners.com. Information relating to George Perlegos and the nominees, who are the participants in the proxy solicitation, is contained or referred to in the definitive proxy statement.

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