-----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, CXyQmsLMuqjUn4uQHkgTkN+BT6LwsKB3YM+vFNrYUA835doBvCZRcQnjYENnqH7S ciAtIQXuP6vAhPoxDl01sg== 0001036050-98-002187.txt : 19981229 0001036050-98-002187.hdr.sgml : 19981229 ACCESSION NUMBER: 0001036050-98-002187 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED CIRCUIT SYSTEMS INC CENTRAL INDEX KEY: 0000874689 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 232000174 STATE OF INCORPORATION: PA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 000-19299 FILM NUMBER: 98776458 BUSINESS ADDRESS: STREET 1: 2435 BLVD OF THE GENERALS CITY: NORRISTOWN STATE: PA ZIP: 19403 BUSINESS PHONE: 6106305300 MAIL ADDRESS: STREET 1: 2435 BLVD OF THE GENERALS CITY: NORRISTOWN STATE: PA ZIP: 19403 DEFA14A 1 ADDITIONAL PROXY MATERIALS 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 [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the [ ] Definitive Proxy Statement Commission Only (as permitted [X] Definitive Additional Materials by Rule 14a-6(e)(2)) [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 INTEGRATED CIRCUIT SYSTEMS, INC. ______________________________________________________________________________ (Name of Registrant as Specified In Its Charter) ______________________________________________________________________________ (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: ______________________________________________________________________________ [PRESS RELEASE] INTEGRATED CIRCUIT SYSTEMS CHAIRMAN-ELECT ISSUES LETTER TO SHAREHOLDERS VALLEY FORGE, Pa. and SAN JOSE, Calif. -- Dec. 15, 1998-- Chairman-Elect Rudolf Gassner Urges Shareholders to Support Management at Annual Meeting on December 30 Rudolf Gassner, Chairman-elect of Integrated Circuit Systems Inc. (NASDAQ:ICST), today issued a letter to shareholders urging support of the management's slate at the Company's Annual Meeting to be held on December 30, 1998. The Letter to Shareholders is in response to a disruptive, costly, and invalid proxy fight being waged by Dr. Stavro Prodromou, the former CEO of ICS who resigned from the Company last March following a negative review by the Board of Directors. Mr. Gassner cited the following reasons for rejecting a dissident slate: 1. Dr. Prodromou's nominations are not in the best interests of shareholders, and are invalid and disruptive. 2. The ICS board is committed to enhancing and sustaining shareholder value by focusing on core competencies. 3. ICS' new corporate governance program is designed to ensure increased responsiveness to shareholders. 4. Dr. Prodromou not only has proven to be ineffective, and often detrimental in the management of this and other companies in the past, but he also brings a troubling background and offers only vague generalizations about his plans for ICS. Attached is the full text of the letter sent to shareholders. Integrated Circuit Systems Inc. is a manufacturer of integrated circuit products focusing on the design and marketing of mixed signal integrated circuits for frequency timing, multimedia and data communications applications. The Company is headquartered in Valley Forge, Pennsylvania with a major facility in San Jose, California. -----END PRIVACY-ENHANCED MESSAGE-----