-----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, WR2wd0f+aTuJLmRkpQePTJ1akud0tPq6SRcxSXVc2zJiV2B9z76mImU2eGJzipxU C442eVZBC8P5r/CwYLdEUg== 0000950123-06-010028.txt : 20060807 0000950123-06-010028.hdr.sgml : 20060807 20060807170114 ACCESSION NUMBER: 0000950123-06-010028 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060807 DATE AS OF CHANGE: 20060807 EFFECTIVENESS DATE: 20060807 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: 061009632 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 GUST CENTRAL INDEX KEY: 0001235756 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 2325 ORCHARD PKWY CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084872731 MAIL ADDRESS: STREET 1: 1125 SAGUARE CITY CITY: FREMONT STATE: CA ZIP: 94539 DFAN14A 1 y24044dfan14a.txt SOLICITING MATERIAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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 Material Pursuant to Rule 14a-12 ATMEL CORPORATION - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) GUST 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: Atmel Corporation Chairman George Perlegos Calls Special Meeting of Stockholders to Remove Certain Directors (San Jose, CA - August 7, 2006) On Saturday, August 5, 2006, in his capacity as Chairman of the board of directors of Atmel Corporation (Nasdaq: ATML), George Perlegos called a special meeting of Atmel's stockholders, as permitted under Atmel's Bylaws. The purpose of the meeting is to vote on the removal of the following directors: Pierre Fougere, T. Peter Thomas, Chaiho Kim, David Sugishita, and Steven Laub. The meeting will take place on October 5, 2006 or such other date as Atmel's board may fix. By letter dated August 5, 2006, copy attached, Mr. Perlegos directed Atmel's secretary, Mark Bertelsen, to give notice to all stockholders. On Sunday, August 6, 2006, the five named directors purported to elect David Sugishita as Chairman of Atmel's board and to cancel the stockholders meeting called by George Perlegos. An injunctive action challenging the cancellation of the meeting and directing that the meeting go forward has been filed in Delaware Chancery Court. George Perlegos' decision to call the special meeting of stockholders followed an action taken on Saturday morning, August 5, 2006, by directors Fougere, Thomas, Kim, Sugishita, and Laub, who purported to terminate the employment of George Perlegos as Atmel's President and Chief Executive Officer and the employment of Gust Perlegos as Atmel's Executive Vice President. Both George Perlegos and Gust Perlegos, who remain directors of Atmel, maintain that the purported terminations are unlawful and improper, and that the grounds cited for the purported terminations are baseless. An action seeking a determination they are entitled to their respective offices has been brought in Delaware Chancery Court. To the extent that this press release is deemed to constitute proxy solicitation material, which we do not acknowledge, the participants include George Perlegos and Gust Perlegos, both of whom are directors and stockholders of the company. Information regarding their stock ownership can be found in the company's proxy statement for the 2006 annual meeting of stockholders, a copy of which was filed with the U.S. Securities and Exchange Commission on April 7, 2006 and is available from the SEC's website (www.sec.gov). Stockholders are advised to read carefully the proxy statement to be provided by George and Gust Perlegos when it becomes available because it will contain important information. When available, the proxy statement and any other relevant documents will be available for free at the website for the U.S. Securities and Exchange Commission (www.sec.gov). * * * * * * * * * * * * Conformed Copy -------------- ATMEL CORPORATION Mr. Mark A. Bertelsen, Secretary Via Facsimile and Email Atmel Corporation Aug 5, 2006 Wilson, Sonsini Goodrich & Rosati, PC 650 Page Mill Road Palo Alto, CA 94304 Board of Directors Atmel Corporation 2325 Orchard Parkway San Jose, CA 95131 Re: Call of Special Meeting of Stockholders ------------------------------------------- Dear Mr. Bertelsen and Directors: Pursuant to Section 2.3 of the Bylaws (the "Bylaws") of Atmel Corporation, a Delaware corporation ("Atmel"), in my capacity as Chairman of the Board of Directors of Atmel, I hereby call a special meeting of the stockholders of Atmel to be held on October 5, 2006 at the Company's principal executive office or at such other place as the Board of Directors may fix, for the purpose of voting on the removal from office without cause of the following directors: Pierre Fougere, T. Peter Thomas, Chaiho Kim, David Sugishita and Steven Laub. Pursuant to Section 5.9 of the Bylaws, the Secretary "shall give, or cause to be given, notice of all meetings of the stockholders ... required to be given by law or these Bylaws." Accordingly, the Secretary is hereby directed to give prompt written notice of the calling of the Special Meeting to all stockholders of record as of the date next preceding the date notice is given or on a record date to be fixed by the Board of Directors at the special meeting of the directors to be held on August 6, 2006. I ask Mr. Bertelsen to confirm to me immediately that he will comply with the requirements of the Atmel Bylaws and give, or cause to be given, notice of the Special Meeting. In addition, please provide me with a copy of the notice of the Special Meeting. Finally, please copy my attorney, Paul Alexander of Heller Erhman LLP, on all future correspondence. Sincerely, /s/ George Perlegos Aug 5, 2006 ------------------------------------------ George Perlegos Chairman of the Board of Directors Atmel Corporation Cc: Paul Alexander -----END PRIVACY-ENHANCED MESSAGE-----