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 Commission Only (as permitted by Rule
14a-6 (e) (2))
[x] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
SUPERTEX, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Actual Rule
14a-6(i)(3).
[_] 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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:*
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(4) Proposed maximum aggregate value of transaction:
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* Set forth the amount on which the filing fee is calculated and state how
it was determined.
[_] 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:
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(4) Date Filed:
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SUPERTEX, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
August 18, 2000
To the Shareholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Supertex, Inc., a California corporation (the "Company"), will be held on
Friday, August 18, 2000 at 10:00 a.m., local time, at the principal offices
of the Company located at 1235 Bordeaux Drive, Sunnyvale, California 94089,
for the following purposes, as more fully described in the Proxy Statement
accompanying this Notice:
1. To elect directors to serve for the ensuing year and until their
successors are elected.
2. To approve the adoption of the 2000 Employee Stock Purchase Plan,
including the reservation of 500,000 shares of common stock for issuance
thereunder.
3. To ratify the appointment of PricewaterhouseCoopers LLP as independent
accountants of the Company for fiscal year 2001.
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only shareholders of record at the close of business on June 26, 2000 are
entitled to vote at the meeting.
All shareholders are cordially invited to attend the meeting in person.
However, to ensure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed proxy card as promptly as possible in the
enclosed postage-prepaid envelope. Any shareholder attending the meeting
may vote in person even if such shareholder returned a proxy.
BY ORDER OF THE BOARD OF DIRECTORS
Benedict C.K. Choy
Secretary
Sunnyvale, California
July 1, 2000
SUPERTEX, INC.
PROXY STATEMENT
SOLICITATION OF PROXY, REVOCABILITY AND VOTING
General
The enclosed Proxy is solicited on behalf of the Board of Directors of
Supertex, Inc., a California corporation (the "Company"), for use at the
2000 Annual Meeting of Shareholders to be held on August 18, 2000 at
10:00 a.m., local time, or at any adjournment thereof, for the purposes
set forth herein and in the accompanying Notice of Annual Meeting of
Shareholders.
Only shareholders of record at the close of business on June 26, 2000
(the "Record Date") are entitled to notice of and to vote at the meeting.
At the Record Date 12,301,701 shares of the Company's Common Stock, no
par value, were issued and outstanding.
The Annual Meeting will be held at the principal offices of the Company
located at 1235 Bordeaux Drive, Sunnyvale, California 94089. The Company's
telephone number at that address is (408) 744-0100.
These proxy solicitation materials will be mailed on or about July 12, 2000
to all shareholders entitled to vote at the meeting.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use (i) by delivering to the Secretary of
the Company a written notice of revocation or a duly executed proxy bearing
a later date or (ii) by attending the meeting and voting in person.
Voting and Solicitation
Every shareholder voting at the election of directors may cumulate such
shareholder's votes and give one candidate a number of votes equal to the
number of directors to be elected multiplied by the number of votes to
which the shareholder's shares are entitled, or distribute the
shareholder's votes on the same principle among as many candidates as the
shareholder thinks fit, provided that votes cannot be cast for a greater
number of candidates than the number of directors to be elected. However,
no shareholder shall be entitled to cumulate votes unless the candidate's
name has been placed in nomination prior to the voting and the shareholder,
or any other shareholder, has given notice at the meeting prior to the
voting of the intention to cumulate the shareholder's votes. On all other
matters, each share has one vote. An automated system administered by the
Company's transfer agent, Registrar and Transfer Company, tabulates the
votes.
Quorum; Abstentions; Broker Non-Votes
The required quorum for the transaction of business at the Annual Meeting
is a majority of the shares of Common Stock issued and outstanding on the
Record Date. Shares that are voted "FOR", "AGAINST" or "WITHHELD FROM"
a matter are treated as being present at the meeting for purposes of
establishing a quorum and are also treated as shares "represented and
voting" at the Annual Meeting (the "Votes Cast") with respect to such
matter.
While there is no definitive statutory or case law authority in California
as to the proper treatment of abstentions, the Company believes that
abstentions should be counted for purposes of determining the presence
or absence of a quorum for the transaction of business, but should not be
counted as Votes Cast with respect to a proposal, since the shareholder
has expressly declined to vote on such proposal. Similarly, broker
non-votes will be counted for purposes of determining the presence or
absence of a quorum for the transaction of business, but will not
be counted for purposes of determining the number of Votes Cast with respect
to the proposal on which the broker has expressly not voted.
Accordingly, abstentions and broker non-votes will not affect the outcome of
the voting on a proposal that requires a majority of the Votes Cast (such
as the approval of the adoption of a plan). However, with respect to a
proposal that requires a majority of the outstanding shares, (such as an
amendment to the articles of incorporation), an abstention or broker
non-vote has the same effect as a vote against the proposal.
The Company will bear the entire cost of preparing, assembling, printing,
and mailing this Proxy Statement. In addition, the Company may reimburse
brokerage firms and other persons representing beneficial owners of shares
for their expenses in forwarding solicitation materials to such beneficial
owners. Proxies may also be solicited personally or by telephone or by
fax by certain of the Company's directors, officers, and regular employees
- - such persons will not receive additional compensation for such
solicitation.
Deadline for Receipt of Shareholder Proposals
Proposals of security holders of the Company which are intended to be
presented by such shareholders at the Company's Annual Meeting for fiscal
2001 must be received by the Company no later than February 24, 2001 in
order that they may be included in the proxy statement and form of proxy
relating to that meeting.
PROPOSAL 1: ELECTION OF DIRECTORS
Nominees
The board of directors recently amended the bylaws to increase the
authorized number of directors from five (5) to six (6). Therefore, a
board of six directors is to be elected at the meeting. Mr. Yunni Pao,
a director since 1976, has declined re-election to the Board for personal
reasons; therefore, there will be two new members on the board. The board
has nominated Mr. W. Mark Loveless and Mr. Elliott Schlam for election as
new members of the board for the ensuing year in addition to nominating
the remaining four current members. Unless otherwise instructed, the
proxy holders will vote the proxies received by them for the Company's
six nominees named below. The six nominees receiving the highest number
of affirmative votes of the shares entitled to be voted will be elected as
directors of the Company. In the event that any nominee of the Company
declines or is unable to serve as a director at the time of the Annual
Meeting, the proxies will be voted for any nominee who shall be designated
by the present Board of Directors to fill the vacancy. It is not expected
that any nominee will decline or will be unable to serve as a director.
In the event that additional persons are nominated for election as
directors and/or votes are cumulated, the proxy holders intend to vote
all proxies received by them in such a manner as will ensure the election
of as many of the nominees listed below as possible, and, in such event,
the specific nominees to be voted for will be determined by the proxy
holders. The term of office of each person elected as a director will
continue until the next Annual Meeting of Shareholders or until such
person's successor has been elected and qualified. The names of the
nominees and certain information about them are set forth below.
Name of Nominee Age Principal Occupation Director Since
Henry C. Pao 62 President/Principal Executive 1976
and Financial Officer of
the Company
Benedict C.K. Choy 54 Senior Vice President, Company 1986
Technology Development
Frank C. Pao 54 President and Chief Executive 1987
Officer Business Systems
Technology Corporation
Richard E. Siegel 54 Executive Vice President of 1988
the Company
W. Mark Loveless 48 Chief Financial Officer, N/A
NPoint, Inc.
Elliott Schlam 59 President, N/A
Elliott Schlam Associates
There is no family relationship between any director, nominee or executive
officer of the Company, except that Henry C. Pao and Frank C. Pao are
brothers and are the sons of current director Yunni Pao.
Henry C. Pao is a founder of Supertex and has served as President,
Principal Financial and Executive Officer, and as a Director since the
Company's formation in fiscal 1976. Previously, he worked at Fairchild
Semiconductor, Raytheon, Sperry Rand, and IBM. He has B.S., M.S., and
Ph.D. degrees in Electrical Engineering from the University of Illinois
at Champaign-Urbana.
Benedict C. K. Choy, a founder of the Company, joined in 1976 as Vice
President, Device Technology and Process Development, and has served as
Senior Vice President since 1988. He has been a Director since 1986.
Previously, he worked at Fairchild Semiconductor, National Semiconductor,
and Raytheon. He has a B.S. degree in Electrical Engineering from the
University of California, Berkeley.
Frank C. Pao has been the President and CEO of Business Systems Technology
Corporation in Poughkeepsie, New York, since 1986. He has B.S. and M.S.
degrees in Electrical Engineering from the Tufts University, Medford,
Massachusetts.
Richard E. Siegel joined the Company in 1981 as National Sales Manager,
was appointed Vice President of Sales and Marketing in April 1982,
Senior Vice President in February 1988, and has served as Executive Vice
President since November 1988. He has been a Director since 1988.
Previously, he worked at Signetics Corporation, Fairchild Semiconductor,
Ford Instrument, and Grumman Aircraft Corporation. Mr. Siegel is also a
member of the Board of Directors for All American Semiconductor
(NASD: SEMI). All American Semiconductor, headquartered in Florida, is a
national distributor of electronic components manufactured by others and
is a major distributor for Supertex. Mr. Siegel has a B.S. degree in
Mechanical Engineering from the City College of New York, augmented with
Electrical Engineering courses from Brooklyn Polytechnic Institute, New
York.
W. Mark Loveless is the Chief Financial Officer of NPoint, Inc., an
embedded software company located in Los Gatos, CA. Prior to joining
NPoint, Inc. in November 1999, Mr. Loveless had been with
PricewaterhouseCoopers LLP, an international accounting and consulting
firm, since 1978. Mr. Loveless was a Business Assurance Partner from 1990
to 1999 with PricewaterhouseCoopers LLP, in San Jose, CA in their
Technology Sector where he spent considerable time working with mergers
and acquisitions, public offerings, and accounting systems and controls.
Mr. Loveless is a Certified Public Accountant and holds a BS degree in
Business Administration and an MBA degree in Finance.
Elliott Schlam is an internationally recognized authority on the flat
panel display industry. His consulting practice includes technology
development, management and market strategies, R&D and equity fund raising
and securities analysis. He has consulted for numerous successful Fortune
100 and start-up companies and was previously VP of Sales and Marketing
for a flat panel display company as well as director of display R&D,
manufacturing methods and technology insertion for the U.S. Army.
Dr. Schlam is a Fellow of the Society for Information Display.
Vote Required
The six (6) nominees for director receiving the highest number of
affirmative votes of the shares entitled to be voted for them shall be
elected as directors. Votes withheld from any director are counted for
purposes of determining the presence or absence of a quorum, but have no
other legal effect under California law.
The Board of Directors recommends that shareholders vote FOR election of
the above-named persons to the board of directors of the Company.
Board Meetings and Committees
The Board of Directors of the Company held a total of two meetings during
the fiscal year ended April 1, 2000. All directors attended every meeting
during such fiscal year.
The Board of Directors has an Audit Committee, a Compensation Committee,
and an Executive Stock Option Committee. The Board has no special
nominating committee or any committee performing similar functions of
such committee. Any member of the Board can make nominations.
Audit Committee
The Audit Committee consists of two outside directors, Yunni Pao and
Frank Pao, and one inside director, Benedict Choy, who is not involved
in the Company's day-to-day financial matters. The principal functions
of the Audit Committee are (1) to monitor corporate financial reporting
and the internal and external audits of the Corporation (2) to review and
evaluate the Company's internal control structure, and (3) to nominate
independent public accountants and approve the services performed by such
auditors. The Audit Committee held one meeting in fiscal year 2000 and
such meeting was attended by all Audit Committee members.
Compensation Committee
The Compensation Committee consists of Yunni Pao, Henry C. Pao, and
Benedict Choy. The Compensation Committee is responsible for making
recommendations to the Board of Directors with respect to all cash-based
compensation of the executive officers of the Company and all stock
compensation of employees and consultants other than stock options to
members of the board of directors and executive officers. It also serves
as an administrator of the Company's 1991 Stock Option Plan and would
administer the Employee Stock Purchase Plan being proposed for approval
at the meeting. The Compensation Committee held one meeting in fiscal
year 2000, and such meeting was attended by all Compensation Committee
members.
Compensation Committee Interlocks and Insider Participation
Benedict Choy and Henry C. Pao serve on the Compensation Committee and
are also officers of the Company. Yunni Pao, the father of Henry Pao and
Frank Pao, is a member of the Company's Compensation Committee.
Executive Stock Option Committee
The Executive Stock Option Committee, consisting of Yunni Pao and Frank Pao,
serves as an administrative arm of the Board of Directors to authorize the
grant of stock options under the Company's 1991 Stock Option Plan to
executive officers and members of the board of directors of the Company
eligible to receive options under such Plan.
Report of the Compensation Committee and Executive Stock
Option Committee of the Board of Directors
The Compensation Committee of the Board of Directors is generally
responsible for reviewing compensation and benefits of executive officers
of the Company; except for the stock options to executive officers and
directors of the Company, for which the Executive Stock Option Committee
is responsible.
The Company applies a consistent philosophy of compensation for all
employees, including its executive officers. This philosophy is based on
the premise that the achievements of the Company result from the
coordinated efforts of all individuals working toward common objectives.
The Company strives to achieve those objectives through teamwork that is
focused on meeting the defined expectations of customers and shareholders.
Compensation Philosophy. The goals of these committees are to align
executive compensation with business objectives and performance, and to
enable the Company to attract, retain and reward executive officers who
contribute to the long-term success of the Company. The Company's
compensation program for the chief executive officer and other executive
officers is based on the same four principles applicable to compensation
decisions for all employees of the Company:
* The Company pays competitively. The Company is committed to
providing a compensation program that helps attract and retain the
best people in the industry. To ensure that pay is competitive, the
Company reviews the compensation practices of other companies of
similar size and sales volume within the semiconductor industry,
most of which are included in the Nasdaq Electronic Component Index.
* The Company pays for relative sustained performance. Officers are
rewarded based upon corporate performance, product line performance
and individual performance. Corporate performance and product line
performance are evaluated by reviewing the extent to which strategic
and business plan goals are met, including such factors as operating
profit, performance relative to competitors and timely new product
introductions. Individual performance is evaluated by measuring
organization progress against set objectives.
* The Company strives for fairness in the administration of
compensation. The Company strives to achieve a balance with respect
to compensation paid to the executives within the Company and in
comparable companies. The Company also believes that the
contributions of each member of the executive staff are vital to the
success of the Company. As such, the Compensation Committee's
current policy is that the CEO's base compensation does not have any
bearing on the base compensation of the other officers. Similarly,
any employee may receive a base compensation higher than his/her
supervisor due to the particular higher technical skills required in
the subordinate position.
* The Company believes that employees should understand the performance
evaluation and compensation administration process. At the beginning
of each focal review period in July, annual objectives for the Company
are set for each officer. The CEO gives ongoing feedback on
performance to each officer. Within 90 days after the end of the
fiscal year, the committees evaluate the accomplishments of the key
objectives, which affects decisions on merit increases and stock
option grants.
Compensation Components. The Company's compensation program, which consists
of cash- and equity-based compensation, allows the Company to attract and
retain highly skilled officers, provide useful products and services to
customers, enhance shareholder value, motivate technological innovation and
adequately reward its executive officers and other employees. These
components are:
Cash-Based Compensation:
Salary. The Compensation Committee sets base salary for the chief executive
officer and all other officers by reviewing the compensation levels for
competitive positions in the market. Based on comparative data, the chief
executive and all other officers were compensated within the low-to-middle
salary range levels during fiscal 2000. The chief executive and all other
executive officers of the Company largely met their individual goals and
the Company's overall performance set for them in fiscal 2000.
Profit-Sharing Bonus. The Company has a semiannual profit-sharing plan
under which it distributes to all employees, including the chief executive
officer and all other officers, ten percent of its operating profits before
taxes and other adjustments. The Company believes that all employees share
the responsibility of achieving profits. Accordingly, it awards a bonus to
all employees based on a formula which includes employment grade level,
seniority with the Company, and employee performance including attendance.
As of June 26, 2000, the Company has made twenty-four consecutive semiannual
profit-sharing distributions.
Equity-Based Compensation:
Stock Option Grants. Stock options provide additional incentives to the
chief executive officer and all other officers, directors, and certain
management and technical employees to work to maximize stockholder value.
The options vest over a defined period to encourage such employees to
continue in the employ of the Company. In line with its compensation
philosophy, the Company grants stock options commensurate with the
employee's potential contribution to the Company, measured by his
qualifications and previous work performance. Stock options were granted
to various officers, management or technical employees in fiscal year 2000
for performance and promotions of existing employees, and as a part of the
employment compensation package for new employees.
-Respectfully submitted by the members of the
Compensation Committee
Yunni Pao Henry C. Pao
Benedict C. K. Choy
Compensation of Directors
Cash Compensation. The Company currently pays cash compensation to its
outside Directors for serving on the Board or committees of the Board in
an amount of $1,000 for each Board meeting attended in person not via
telephone. The Company also reimburses all outside Directors for travel
and other necessary out-of-pocket expenses incurred in the performance of
their services as directors.
Stock Option Grant. The new nominees, Mr. Loveless and Mr. Schlam, will
each be granted on September 1, 2000 stock options to purchase 10,000
shares of the Company's Common Stock vested over a five-year period, if
they are elected to the Board of Directors.
Certain Transactions: Lease with Company Director
The Sunnyvale, California four-inch wafer manufacturing facility of the
Company, which is being phased out due to the Company's acquisition of a
six-inch wafer manufacturing facility in San Jose, California, is leased
from Fortuna Realty Co., a corporation owned by Supertex Director, Yunni
Pao. The five-year operating lease agreement with Fortuna Realty expires
in February 2001. The total rental expenses paid to the company director
were $388,000, $375,000, and $362,000 in fiscal 2000, 1999, and 1998,
respectively. The Company believes that the lease with Fortuna Realty Co.
is at prevailing market rates.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the beneficial ownership of Common Stock
of the Company as of June 26, 2000 (i) by each person who is known by the
Company to own beneficially more than 5% of the Company's Common Stock,
(ii) by each of the Company's directors, (iii) by each of the Company's
five most highly compensated executive officers, and (iv) by all directors
and executive officers as a group:
Directors, Officers and 5% Stockholders Shares Beneficially Owned (1)
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Number of Shares Percentage of Total
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Account Management Corp. 1,018,800 (2) 8.31%
2 Newberry Street
Boston, MA 02116
Sanford C. Bernstein & Co., Inc. 759,850 (3) 6.20%
767 Fifth Avenue
New York, NY 10153
Wasatch Advisors, Inc. 752,075 (4) 5.76%
150 Social Hall Avenue
Salt Lake City, UT 84111
Yunni Pao 1,615,552 (5) 13.18%
2 Oxford Road
Kowloon, HongKong
Henry C. Pao 905,550 (6) 7.28%
Supertex, Inc.
1235 Bordeaux Dr.
Sunnyvale, California 94089
Frank C. Pao 813,000 6.63%
Business Systems Technology Corp.
330 Manchester Rd.
Poughkeepsie, New York
Benedict C.K. Choy 252,460 (7) 2.03%
Richard Siegel 40,800 (8) (14)
Dennis Kramer 30,400 (9) (14)
Michael Lee 26,000 (12) (14)
Franklin Gonzalez 24,200 (11) (14)
William Ingram 12,400 (10) (14)
William Numann 2,000 (14)
All Directors and Executive 3,722,362 (13) 29.94%
Officers as a group (10 persons)
<FN>
(1) Except as indicated in the footnotes to this table, and pursuant to
applicable community property laws, the persons named in the table have
sole voting and investment power with respect to all shares of common
stock shown as beneficially owned by them.
(2) Based on a filing dated February 15, 2000, pursuant to Section 13(g) of
the Securities and Exchange Act of 1934, as amended (the "Exchange Act"),
the Company believes that Account Management Corp., a registered
investment advisor has beneficial ownership of 1,018,800 shares of the
Company's Common Stock as of December 31, 1999.
(3) Based on a filing dated February 9, 2000, pursuant to Section 13(g) of
the Exchange Act, the Company believes that Sanford C. Bernstein & Co.,
Inc. a registered investment advisor and broker/dealer, has beneficial
ownership of 759,850 shares of the Company's Common Stock as of
December 31, 1999. Sanford C. Bernstein & Co., Inc. has sole voting
power as to 623,200 of these shares and the sole investment power as to
all 759,850 of these shares.
(4) Based on a filing dated February 11, 2000, pursuant to Section 13(g) of
the Exchange Act, the Company believes that Wasatch Advisors, Inc., a
registered investment advisor, has beneficial ownership of 706,655
shares of the Company's Common Stock as of December 31, 1999.
(5) Based on a filing dated February 14, 1997, pursuant to Section 13(d)
of the Exchange Act, the Company believes that Push, Inc., a British
Virgin Islands corporation owned 100% by Yunni Pao, has beneficial
ownership of 1,615,552 shares of the Company's Common Stock as of
December 31, 1999.
(6) Includes options held by Mr. Henry Pao to purchase 60,500 shares
of Common Stock exercisable within 60 days of June 26, 2000.
(7) Includes options held by Mr. Choy to purchase 37,500 shares of Common
Stock exercisable within 60 days of June 26, 2000.
(8) Includes options held by Mr. Siegel to purchase 11,000 shares of Common
Stock exercisable within 60 days of June 26, 2000.
(9) Includes options held by Mr. Kramer to purchase 23,000 shares of Common
Stock exercisable within 60 days of June 26, 2000.
(10) Includes options held by Mr. Ingram to purchase 12,400 shares of Common
Stock exercisable within 60 days of June 26, 2000.
(11) Includes options held by Mr. Gonzalez to purchase 12,200 shares of
Common Stock exercisable within 60 days of June 26, 2000.
(12) Includes options held by Mr. Lee to purchase 12,000 shares of Common
Stock exercisable within 60 days of June 26, 2000.
(13) Includes options held by the Company's executive officers and directors
(10 persons) to purchase an aggregate 169,200 shares exercisable
within 60 days of June 26, 2000.
(14) Indicates less than 1% in beneficial ownership.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of the Company's Common Stock
to file with the Securities and Exchange Commission ("SEC") and the
National Association of Securities Dealers ("NASD") initial reports of
ownership on Form 3 and changes in ownership on Form 4 or 5. Such
officers, directors and 10% stockholders are also required by SEC rules
to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Forms
5 were required for such persons, the Company believes that, during the
fiscal year ended April 1, 2000, all Section 16(a) filing requirements
applicable to its officers, directors, and 10% shareholders were satisfied.
Executive Officers of the Registrant
The names, ages and positions of the Company's executive officers as of
June 26, 2000 are as follows:
Name Position with the Company Age Officer Since
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Henry C. Pao President, Principal Executive 62 1976
and Financial Officer
Richard E. Siegel Executive Vice President 54 1982
Benedict C. K. Choy Senior Vice President, Technology 54 1976
Development, and Secretary
Dennis E. Kramer Vice President, Materials 58 1996
William Numann Vice President, 43 1997
Standard Products
William P. Ingram Vice President, 52 1999
Wafer Fab Operations
Franklin Gonzalez Vice President, 49 1999
Process Technology
Michael Lee Vice President, I.C. Design 45 1999
Officers are appointed by the Board of Directors and serve at the
discretion of the Board. There is no family relationship between any
directors or executive officers of the Company except as stated below.
Henry C. Pao is a founder of Supertex and has served as President,
Principal Financial and Executive Officer, and as a Director since the
Company's formation in fiscal 1976. Previously, he worked at Fairchild
Semiconductor, Raytheon, Sperry Rand and IBM. He has B.S., M.S., and
Ph.D. degrees in Electrical Engineering from University of Illinois at
Champaign-Urbana. Dr. Pao is the son of Mr. Yunni Pao and the brother of
Frank Pao, also directors of the Company.
Richard E. Siegel joined the Company in 1981 as National Sales Manager,
was appointed Vice President of Sales and Marketing in April 1982, Senior
Vice President in February 1988, and has served as Executive Vice
President since November 1988. He has been a Director since 1988.
Previously, he worked at Signetics Corporation, Fairchild Semiconductor,
Ford Instrument and Grumman Aircraft Corporation. Mr. Siegel is also a
member of the Board of Director for All American Semiconductor
(NASD: SEMI). All American Semiconductor, headquartered in Florida, is a
national distributor of electronic components manufactured by others and
is a major distributor for Supertex. Mr. Siegel has a B.S. degree in
Mechanical Engineering from City College of New York, augmented with
Electrical Engineering courses from Brooklyn Polytechnic Institute, New
York.
Benedict C. K. Choy, a founder of the Company, joined Supertex in fiscal
1976 as Vice President, Device Technology and Process Development, and has
served as Senior Vice President since February 1988. He has been a
Director since 1986. Previously, he worked at Fairchild Semiconductor,
National Semiconductor, and Raytheon. He has a B.S. degree in Electrical
Engineering from the University of California, Berkeley.
Dennis E. Kramer joined Supertex in September 1981 as Wafer Fab II
Production Manager. Over his tenure, he has managed many facets of the
wafer fabrication process as well as all the back-end manufacturing
operations. He was promoted to Vice President of Materials in 1996.
Previously, he worked at Siemens and Signetics Corporation. He has a B.S.
degree in Chemistry from University of California, Los Angeles and an MBA
from Santa Clara University.
William Numann joined Supertex in June 1997, as Vice-President of Standard
Products. Previously, he worked at Siliconix for twelve years. He has a
B.S. degree in Electrical Engineering and an MBA, both from Rensseleaer
Polytechnic Institute, New York.
William Ingram joined Supertex five years ago as its Director of Wafer Fab
Operations. Prior to joining Supertex, he was Vice President of Technology
Development at Crosspoint Solutions, before which he held management
positions at Fairchild and National Semiconductor. He began his career at
National after receiving his B.S. degree in Electrical Engineering with
honors from the North Carolina State University.
Franklin Gonzalez joined Supertex in November 1990 as a Process Development
Manager. In 1994, he was promoted to Director of Process Technology.
Prior to joining Supertex, he held various R& D management positions
spanning over seventeen years with such companies as ECI Semiconductor,
Telmos and Harris Semiconductor where he began his career. He has a Ph.D.
in Electrical Engineering from the University of Florida and a M.S. degree
in Electrical Engineering from Stanford University.
Michael Lee re-joined Supertex in October 1993 as Director of I.C. Design.
Before that, he had a combined total of fifteen years of industry
experience in I.C. Design. Mr. Lee began his career at Supertex after
receiving his M.S. degree in Electrical Engineering from the University of
California Berkeley in 1978.
Compensation of Executive Officers
The following table shows compensation paid to the Company's Chief
Executive Officer and each of the four other most highly compensated
executive officers for the three fiscal years ended March 31, 2000.
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation(1)
- -------------------------------------------------------------------------------------------------------
Securities
Underlying
Name and Deferred Deferred Options All other
Principal Position Year Salary(2) Salary Bonus(3) Bonus (No. of Shares) Compensation(4)
- -------------------------------------------------------------------------------------------------------
Henry C. Pao 2000 $ 139,576 $ 44,326 $ 435 $ 29,565 25,000 $ 1,355
President, CEO, Director 1999 139,576 44,326 1,508 102,492 56,000 1,385
1998 139,150 44,752 1,299 88,301 0 1,385
Richard Siegel 2000 231,436 39,677 13,000 13,000 22,000 1,355
Executive Vice President 1999 206,419 35,262 45,500 45,500 54,000 1,355
1998 203,374 34,725 39,200 39,200 0 1,385
Benedict C. K. Choy 2000 194,345 12,897 20,900 1,100 20,000 1,355
Senior Vice President, 1999 164,020 15,277 39,000 39,000 52,000 1,355
Technology Development 1998 159,659 17,006 33,600 33,600 0 1,385
William Numann 2000 158,638 0 12,000 0 0 1,355
Vice President, 1999 150,312 0 39,333 0 6,000 1,355
Standard Products 1998 115,165 0 17,000 0 30,000 (5) 1,016
Michael Lee (6) 2000 162,976 0 8,000 0 20,000 1,355
Vice President, N/A N/A N/A N/A N/A N/A N/A
I.C. Design N/A N/A N/A N/A N/A N/A N/A
- ------------------------------------------
<FN>
(1) The Company has not issued stock appreciation rights or restricted stock
awards. The Company has no "long-term incentive plan," "defined benefit
plan," or "pension plan" as such terms are defined in the applicable
rules.
(2) Compensation deferred at the election of executive is included in the
category and in the year earned.
(3) The amounts shown in this column reflect payments under the Company's
semi-annual profit-sharing plan under which all eligible employees
participate. Bonus deferred at the election of the executive is
included in the category and in the year earned.
(4) The amounts disclosed in this column include:
(a) Company contributions of $4,940, $5,200, and $8,320 in fiscal 1998,
1999, and 2000 respectively under the Supertex, Inc. Savings and
Retirement Plan, a defined contribution 401(k) plan on behalf of
each named executive officers.
(b) Payment by the Company of premiums amounting to $1,574, $1,579 and
$2,512 for fiscal 1998, fiscal 1999, and fiscal 2000 respectively,
for term life insurance on behalf of each named executive officer.
All full-time employees of the Company are covered by such term life
insurance benefits.
(5) Options granted to William Numann in 1997 were repriced on June 1998 at
$10.75 per share, with a 7-year term, and vest 2 years after the
original grant date over a 5-year period.
(6) Mr. Lee became an officer of the Company in fiscal 1999.
The following table shows, as to the named executive officers,
information concerning options granted during fiscal 2000 and the potential
realizable value of those options, assuming 5% and 10% appreciation at the
end of the option term.
OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable
Percent of Value at Assumed
Total Options Annual Rates of Stock
Granted to Exercise Price Appreciation
Options Employees in Price Expiration for Option Term
Name Granted (1) Fiscal Year (2) ($/Share) Date 5% (3) 10% (3)
- --------------------------------------------------------------------------------------------------
Henry C. Pao 25,000 (4) 6.62% $15.50 12/01/06 $157,751 $367,628
Richard Siegel 22,000 (4) 5.83% $15.50 12/01/06 $138,821 $323,513
Benedict C. K. Choy 20,000 (4) 5.30% $15.50 12/01/06 $126,201 $294,102
Michael Lee 20,000 (4) 5.30% $13.50 09/01/06 $109,917 $256,154
<FN>
(1) Options granted under the Company's 1991 Stock Option Plan typically
have a 7-year term, vest over a 5-year period of employment and have
an exercise price equal to the market value of the Company's Common
Stock on the date of grant.
(2) In fiscal 2000, the Company granted options representing 377,600 shares
to employees.
(3) Potential realizable value is based on Black - Scholes Multiple Option
model. These values are calculated based on requirements promulgated
by the Securities and Exchange Commission and do not reflect the
Company's estimate of future stock price appreciation.
(4) 7-year term, vest 1 year after grant date over a 5-year period.
In June 1998, William Numann, the Company's Vice President, DMOS Products,
was given the opportunity to exchange his older higher priced incentive
stock options for new incentive stock options at the then current market
price of $10.75 per share in return for changing the vesting start date of
the option to one year after the original vesting date for the surrendered
option. The Board believed that it was in the best interest of the Company
and the shareholders of the Company to highly motivate William Numann as a
new officer of the Company at the time and to make a special exchange offer
that was not available to the rest of the officers of the Company.
The following table provides the specified information concerning repricing
of options to purchase the Company's Common stock held by any executive
officer of the Company in the last 10 years.
OPTION REPRICING WITHIN LAST 10 YEARS
Length of
Original
Number of Option Term
Securities Market Price Exercise Remaining
Underlying of Stock at Price at New at Date of
Name and Options Time of Time of Exercise Repricing
Position Date Repriced Repricing Repricing Price (months)
- -----------------------------------------------------------------------------------
William Numann 06/01/98(1) 30,000 $10.75 $15.25 $10.75 75
<FN>
(1) 7-year term, vest 2 years after original grant date over a 5-year
period.
The following table summarizes the information concerning stock option
exercises during the last fiscal year for each named executive officer.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Number of Securities Value of
Underlying Unexercised Unexercised In-the-Money
Shares Acquired Value Options at Fiscal Year-End Options at Fiscal Year-End(*)
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Henry C. Pao 12,800 $ 161,600 56,500 102,300 $1,292,588 $ 1,814,525
Richard Siegel 13,700 229,475 22,000 97,300 432,625 1,733,150
Benedict Choy 22,900 385,488 34,500 93,000 717,000 1,660,000
William Numann 7,000 132,313 0 29,000 0 553,375
Michael Lee 9,000 228,375 12,000 44,000 211,500 754,750
<FN>
(*) Closing market price of the Company's Common Stock on Friday,
March 31, 2000 was $29 7/8.
STOCK PERFORMANCE GRAPH
The following graph shows a five-year comparison of cumulative total return
for the Company's Common Stock, the Nasdaq Composite Total Return Index
(U.S.), and the Nasdaq Electronic Components Total Return Index. The stock
price performance shown on the graph below is not necessarily indicative of
future price performance.
Comparison of Five Year Cumulative Total Return*
03/95 03/96 03/97 03/98 03/99 03/00
Nasdaq Composite 100 136 151 229 309 575
Total Return Index
(US Only)
Nasdaq Electronic 100 132 231 265 382 1,111
Components Stocks
Supertex, Inc. 100 143 133 128 119 339
* Assumes investment of $100 on April 1, 1995
PROPOSAL 2: FOR THE APPROVAL OF THE ADOPTION OF THE 2000 EMPLOYEE STOCK
PURCHASE PLAN AND THE RESERVATION OF 500,000 SHARES OF COMMON
STOCK
At the Annual Meeting, the Shareholders will be requested to approve the
2000 Employee Stock Purchase Plan (the "Plan"). The Board recommends
approval of the Plan in order to allow the Company to offer its employees
the ability to invest in the Company's common stock at an attractive price
and to have an additional incentive to contribute to the prosperity of the
Company.
DESCRIPTION OF THE PLAN
The Plan, if approved by the shareholders, will allow eligible employees
to authorize payroll deductions at a rate of not less than three percent
(3%) nor more than twenty percent (20%) of the eligible employee's
compensation including salaries, wages, bonuses, incentive compensation,
commissions, overtime pay and shift premiums to be applied toward the
purchase of the Company's common stock. The maximum aggregate number of
common stock available for purchase under the plan is 500,000 shares plus
an annual increase on the first day of the Company's fiscal year of the
lesser of 100,000 shares or three percent (3%) of the outstanding shares
on that date or a lesser amount determined by the Board. The number of
shares reserved under the Plan would be proportionately adjusted in the
event of any stock split, reverse stock split, stock dividend, or other
like event. A committee appointed by the Board of Directors, presently
the Compensation Committee, will administer the Plan.
Eligible employees are those employees of the Company or any designated
subsidiary who work more than 20 hours a week and more than five months a
year. However, no employee shall be permitted to purchase any shares
under the Plan if such employee, immediately after such purchase, owns
shares possessing five percent or more of the total combined voting power
or value of all classes of stock of the Company. As of June 28, 2000,
approximately 385 employees were eligible to participate in the Plan,
including seven executive officers.
No employee may purchase more than 500 shares or of stock during any
single offering. In addition, the fair market value of all shares
purchased by an employee under the Plan during any calendar year may not
exceed $10,000.
Separate offering periods commence on May 1 and November 1 of each year,
except for the initial year. The length of the offering period is six
(6) months unless otherwise determined by the board of directors or the
administering committee. An offering period will continue to apply to a
participant until the earliest of the end of the offering period, or the
end of his or her participation, or re-enrollment in a subsequent
offering period. If the offering period is longer than six (6) months,
participants are automatically re-enrolled in a subsequent offering period
when the fair market value of the common stock on the last trading day
before the commencement of the offering period in which the participants
is enrolled is higher than on the last trading day before the commencement
of any subsequent offering period. An employee must authorize a payroll
deduction before the start of an offering period in order to participate in
the Plan during that offering period.
Stock is purchased under the Plan at the end of each six-month period
commencing on May 1 and November 1 of each year, except for the initial
year. On the last trading day of the purchase period, the employee will be
deemed to have exercised the option to purchase as many shares as the
employee's payroll deduction will allow, at the option price. The option
price is 85% of the lower of (i) the fair market value of the stock on the
last trading day prior to the start of the offering period, or (ii) the
fair market value of the stock on the last trading day of the purchase
period. The number of shares subject to an option, and the option price,
would be proportionately adjusted in the event of any stock split, reverse
stock split, stock dividend, or other like event.
An employee may withdraw from an offering at any time. Upon withdrawal,
the amount in the employee's account will be refunded without interest.
An employee who has withdrawn from an offering may not again participate
in the Plan until the next offering period commences.
The Board of Directors may at any time amend, suspend or terminate the
Plan at any time and without notice, provided that no employee's existing
rights under any offering already commenced may be adversely affected
thereby. No amendment may be made to the Plan without prior approval of
the shareholders of the Company if such amendment would increase the
number of shares reserved thereunder, materially modify the eligibility
requirements, or materially increase the benefits that may accrue to
participants.
FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE PLAN
The federal income tax consequences of an employee's purchases under the
Plan will vary. The following discussion is only a summary of the general
federal income tax rules applicable to the Plan. It does not purport to
be complete, and it does not discuss the tax consequences of the
participant's death or the income tax laws of any municipality, state or
foreign country in which a participant may reside.
The Plan is intended to be an "employee stock purchase plan" within the
meaning of Section 423 of the Internal Revenue Code. Under such a plan,
no taxable income is recognized by the participant either when the
purchase right is granted at the beginning of the offering period or when
the shares are purchased at the end of each accumulation period.
Participants will recognize income in the year in which they make a
disposition of the purchased shares, whether by sale, exchange or gift.
Federal income tax liability on disposition depends on whether the
disposition is a qualifying or disqualifying disposition of the purchased
shares. A qualifying disposition will occur if the sale or other
disposition of those shares is made after the participant has held the
shares for (a) more than two years after the start date of the applicable
offering period and (b) more than one year after the actual purchase date.
A disqualifying disposition is any sale or other disposition which is made
before both of these two holding periods are satisfied.
If the disposition is a qualifying disposition, the participant will
recognize ordinary income in the year of the qualifying disposition equal
to the lesser of (a) the amount by which the fair market value of the
shares on the date of the qualifying disposition exceeds the purchase
price paid for those shares or (b) 15% of the fair market value of the
shares on the start date of the offering period during which those shares
were purchased. The Company is not entitled to an income tax deduction
with respect to such disposition. Any additional gain recognized upon the
qualifying disposition will be long term capital gain. If the fair market
value of the shares on the date of the qualifying disposition is less than
the purchase price, there will be no ordinary income, and any loss
recognized will generally be a long-term capital loss.
If the disposition is a disqualifying disposition, the participant will
recognize ordinary income equal to the excess of (a) the fair market value
of the shares on the purchase date over (b) the purchase price paid for
the shares. The Company is entitled to an income tax deduction equal in
amount to such excess for the taxable year in which such disposition
occurs. Any additional gain recognized upon the disqualifying disposition
will be capital gain. The capital gain will be long-term if the
participant held the shares more than one year.
The Board of Directors recommend a vote FOR the approval of the adoption
of the 2000 Employee Stock Purchase Plan. The vote required is the
affirmative vote of a majority of the shares of common stock present or
represented by proxy and entitled to vote at the meeting.
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
On recommendation of the Audit Committee, the Board of Directors has
selected PricewaterhouseCoopers LLP, as independent public accountants
to audit the financial statements of the Company for the fiscal year
ending March 31, 2001. PricewaterhouseCoopers LLP, was the Company's
independent public accountants for the fiscal year ending April 1, 2000.
Representatives of PricewaterhouseCoopers LLP are expected to be present
at the Annual Meeting to make a statement if they desire to do so and are
expected to be available to respond to appropriate questions.
The Board of Directors recommends that shareholders vote FOR ratification
of the appointment of PricewaterhouseCoopers LLP as independent public
accountants of the Company for the year ending March 31, 2001. The vote
required to approve this proposal is a majority of the shares present and
voting at the meeting.
OTHER MATTERS
The Company knows of no other matters to be submitted to the Meeting.
If any matters properly come before the Meeting, it is the intention of
the persons named in the enclosed proxy card to vote the shares they
represent as the Board of Directors may recommend.
It is important that your stock be represented at the meeting, regardless
of the number of shares which you hold. You are, therefore, urged to mark,
sign, date, and return the accompanying Proxy as promptly as possible in
the postage-paid envelope enclosed for that purpose.
FOR THE BOARD OF DIRECTORS OF
SUPERTEX, INC.
/S/ Benedict C. K. Choy
Corporate Secretary
Dated: July 1, 2000
SUPERTEX, INC.
ANNUAL MEETING OF SHAREHOLDERS, AUGUST 18, 2000
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned shareholder of SUPERTEX, INC., a California corporation,
hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement, each dated July 1, 2000, and hereby
appoints Henry C. Pao as proxy and attorney-in-fact, with full power of
substitution, on behalf and in the name of the undersigned, to represent
the undersigned at the Annual Meeting of Shareholders of SUPERTEX, INC.,
to be held on August 18, 2000, at 10:00 a.m., local time, at the principal
offices of the Company, located at 1235 Bordeaux Drive, Sunnyvale,
California, 94089 and at any adjournments thereof, and to vote all shares
of Common Stock which the undersigned would be entitled to vote if then
and there personally present, on the matters set forth on the opposite
side.
THE PROXY WILL BE VOTED AS DIRECTED, OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR THE ELECTION OF THE NOMINATED DIRECTORS, FOR
APPROVAL OF THE ADOPTION OF THE 2000 EMPLOYEE STOCK PURCHASE PLAN
INCLUDING THE RESERVATION OF 500,000 SHARES OF COMMON STOCK, FOR THE
RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING MARCH 31, 2001, AND AS
SUCH PROXY DEEMS ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE
MEETING.
SUCH PROXY AND ATTORNEY, OR SUBSTITUTE, SHALL BE PRESENT AND SHALL ACT AT
THE MEETING OR ANY ADJOURNMENT OR ADJOURNMENTS THEREOF AND MAY EXERCISE
ALL OF THE POWERS OF SUCH PROXY AND ATTORNEY-IN-FACT HEREUNDER.
1. ELECTION OF DIRECTORS:
Nominees: Henry C. Pao; Benedict Choy; Frank C. Pao;
Richard Siegel; W. Mark Loveless; Elliott Schlam.
Instruction: If you wish to withhold authority to vote for any
individual nominee, strike a line through the nominee's
name in the list above.
[ ] FOR all nominees (except as indicated above)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed above.
2. PROPOSAL TO APPROVE THE 2000 EMPLOYEE STOCK PURCHASE PLAN INCLUDING
THE RESERVATION OF 500,000 SHARES OF COMMON STOCK.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
3. PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS
THE INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING
MARCH 31, 2001:
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
In his discretion, the proxy is authorized to vote upon such other matters
as may properly come before the meeting or any adjournment or adjournments
thereof.
If shares are jointly held, each holder should sign. If signing for
estates, trusts, corporations, or partnerships, title and capacity should
be stated.
PLEASE MARK, DATE, AND SIGN EXACTLY AS YOUR NAME(S) APPEARS HEREON, AND
RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
Date: __________________
________________________________________________________________________
Shareholder sign above Co-holder (if any) sign above
APPENDIX
SUPERTEX, INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
(Adopted by the Board on July 7, 2000)
Table of Contents
Page
1. Purpose of the Plan.............................. 1
2. Definitions...................................... 1
"Accumulation Period"....................... 1
"Board"..................................... 1
"Code" ..................................... 1
"Committee"................................. 1
"Company"................................... 1
"Compensation".............................. 1
"Corporate Reorganization".................. 1
"Eligible Employee"......................... 1
"Exchange Act".............................. 1
"Fair Market Value"......................... 1
"Offering Period"........................... 2
"Participant"............................... 2
"Participating Company"..................... 2
"Plan"...................................... 2
"Plan Account".............................. 2
"Purchase Price"............................ 2
"Stock"..................................... 2
"Subsidiary"................................ 2
3. Administration of the Plan....................... 2
3.1. Committee Composition................. 2
3.2. Committee Responsibilities............ 2
4. Enrollment and Participation..................... 2
4.1. Offering Periods...................... 2
4.2. Accumulation Periods.................. 2
4.3. Enrollment............................ 2
4.4. Duration of Participation............. 2
4.5. Applicable Offering Period............ 3
5. Employee Contributions........................... 3
5.1. Frequency of Payroll Deductions....... 3
5.2. Amount of Payroll Deductions.......... 3
5.3. Changing Withholding Rate............. 3
5.4. Discontinuing Payroll Deductions...... 3
5.5. Limit on Number of Elections.......... 3
6. Withdrawal from the Plan......................... 3
6.1. Withdrawal............................ 3
6.2. Re-enrollment After Withdrawal........ 4
7. Change in Employment Status...................... 4
7.1. Termination of Employment............. 4
7.2. Leave of Absence...................... 4
7.3. Death................................. 4
8. Plan Accounts and Purchase of Shares............. 4
8.1. Plan Accounts......................... 4
8.2. Purchase Price........................ 4
8.3. Number of Shares Purchased............ 4
8.4. Available Shares Insufficient......... 4
8.5. Issuance of Stock..................... 4
8.6. Unused Cash Balances.................. 5
8.7. Stockholder Approval.................. 5
9. Limitations on Stock Ownership................... 5
9.1. Five Percent Limit.................... 5
9.2. Dollar Limit.......................... 5
10. Rights Not Transferable......................... 5
11. No Rights as an Employee........................ 5
12. No Rights as a Stockholder...................... 5
13. Securities Law Requirements..................... 6
14. Stock Offered under the Plan.................... 6
14.1. Authorized Shares.................... 6
14.2. Antidilution Adjustments............. 6
14.3. Reorganizations...................... 6
15. Amendment or Discontinuance..................... 6
16. Execution....................................... 6
SUPERTEX, INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose of the Plan. The Plan was adopted by the Board on July 7,
2000. The purpose of the Plan is to provide Eligible Employees with an
opportunity to increase their proprietary interest in the success of the
Company by purchasing Stock from the Company on favorable terms and to
pay for such purchases through payroll deductions. The Plan is intended
to qualify under section 423 of the Code.
2. Definitions.
"Accumulation Period" means a six-month period during which
contributions may be made toward the purchase of Stock under the Plan,
as determined pursuant to Section 4.2.
"Board" means the Board of Directors of the Company, as constituted
from time to time.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means a committee of the Board, as described in
Section 3.
"Company" means Supertex, Inc., a California corporation.
"Compensation" means (i) the total compensation paid in cash to a
Participant by a Participating Company, including salaries, wages, bonuses,
incentive compensation, commissions, overtime pay and shift premiums,
plus (ii) any pre-tax contributions made by the Participant under section
401(k) or Section 125 of the Code. "Compensation" shall exclude all non-cash
items, moving or relocation allowances, cost-of-living equalization payments,
car allowances, tuition reimbursements, imputed income attributable to cars
or life insurance, severance pay, fringe benefits, contributions or benefits
received under employee benefit plans, income attributable to the exercise
of stock options, and similar items. The Committee shall determine whether
a particular item is included in Compensation.
"Corporate Reorganization" means:
(i) A merger or consolidation of the Company with or into
another entity, or any other corporate reorganization other than a
reincorporation or recapitalization; or
(ii) The sale, transfer or other disposition of all or
substantially all of the Company's assets or the complete liquidation or
dissolution of the Company.
"Eligible Employee" means any employee of a Participating Company
whose customary employment is for more than five (5) months per calendar
year and for more than twenty (20) hours per week. The foregoing
notwithstanding, an individual shall not be considered an Eligible Employee
if his or her participation in the Plan is prohibited by the law of any
country which has jurisdiction over him or her or if he or she is subject
to a collective bargaining agreement that does not provide for participation
in the Plan.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Fair Market Value" means the market price of Stock, determined by
the Committee as follows:
(i) If Stock was traded on The Nasdaq National Market on the
date in question, then the Fair Market Value shall be equal to the
last-transaction price quoted for such date by The Nasdaq National Market;
(ii) If Stock was traded on a stock exchange on the date in
question, then the Fair Market Value shall be equal to the closing price
reported by the applicable composite transactions report for such date; or
(iii) If none of the foregoing provisions is applicable, then
the Fair Market Value shall be determined by the Committee in good faith on
such basis as it deems appropriate.
Whenever possible, the determination of Fair Market Value by the
Committee shall be based on the prices reported in the Wall Street Journal
or as reported directly to the Company by Nasdaq or a stock exchange. Such
determination shall be conclusive and binding on all persons.
"Offering Period" means that time period with respect to which the
right to purchase Stock may be granted under the Plan, as determined
pursuant to Section 4.1. Initially, each Offering Period shall be six (6)
months unless and until the Committee chooses a different time period length
and provides Participants notice at least thirty (30) days prior to the
start of the next Offering Period of the new duration of such next Offering
Period.
"Participant" means an Eligible Employee who elects to participate
in the Plan, as provided in Section 4.3.
"Participating Company" means (i) the Company and (ii) each present
or future Subsidiary designated by the Committee as a Participating Company.
"Plan" means this Supertex, Inc. 2000 Employee Stock Purchase Plan,
as it may be amended from time to time.
"Plan Account" means the account established for each Participant
pursuant to Section 8.1.
"Purchase Price" means the price at which Participants may purchase
Stock under the Plan, as determined pursuant to Section 8.2."
"Stock" means the Common Stock of the Company.
"Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns
stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.
3. Administration of the Plan
3.1 Committee Composition. The Plan shall be administered by the
Committee. The Committee shall consist exclusively of one or more
directors of the Company, who shall be appointed by the Board.
3.2 Committee Responsibilities. The Committee shall interpret the
Plan and make all other policy decisions relating to the operation of the
Plan. The Committee may adopt such rules, guidelines and forms as it deems
appropriate to implement the Plan. The Committee's determinations under
the Plan shall be final and binding on all persons.
4. Enrollment and Participation
4.1 Offering Periods. While the Plan is in effect, two Offering
Periods shall commence in each calendar year, except for the initial year.
The Offering Periods shall consist of the 24-month periods commencing on
each May 1 and November 1. The first Offering Period shall commence on
November 1, 2000 and end on October 31, 2002.
4.2 Accumulation Periods. While the Plan is in effect, two
Accumulation Periods shall commence in each calendar year. The Accumulation
Periods shall consist of the six-month periods commencing on May 1 and
November 1. The first Accumulation Period shall commence on November 1,
2000 and end on April 30, 2001.
4.3 Enrollment. Any individual who, on the day preceding the first
day of an Offering Period, qualifies as an Eligible Employee may elect to
become a Participant in the Plan for such Offering Period by executing the
enrollment form prescribed for this purpose by the Committee. The
enrollment form shall be filed with the Company at the prescribed location
not later than 15 days prior to the commencement of such Offering Period.
4.4 Duration of Participation. Once enrolled in the Plan, a
Participant shall continue to participate in the Plan until he or she ceases
to be an Eligible Employee, withdraws from the Plan under Section 6.1 or
reaches the end of the Offering Period in which his or her employee
contributions were discontinued under Section 5.4 or 9.2. A Participant
who discontinued employee contributions under Section 5.4 or 9.2 or withdrew
from the Plan under
Section 6.1 may again become a Participant, if he or she then is an Eligible
Employee, by following the procedure described in Subsection 4.3 above. A
Participant whose employee contributions were discontinued automatically
under Section 9.2 shall automatically resume participation at the beginning
of the earliest Offering Period ending in the next calendar year, if he or
she then is an Eligible Employee.
4.5 Applicable Offering Period. For purposes of calculating the
purchase price under Section 8.2, the applicable Offering Period shall be
determined as follows:
(i) Once a Participant is enrolled in the Plan for an Offering
Period, such Offering Period shall continue to apply to him or her until the
earliest of: (A) the end of such Offering Period; (B) the end of his or her
participation under Subsection 4.4 above; or (C) re-enrollment in a
subsequent Offering Period under Paragraph ii) below.
(ii) In the event that the Fair Market Value of Stock on the last
trading day before the commencement of the Offering Period in which the
Participant is enrolled is higher than on the last trading day before the
commencement of any subsequent Offering Period, the Participant shall
automatically be re-enrolled for such subsequent Offering Period.
(iii) When a Participant reaches the end of an Offering Period but
his or her participation is to continue, then such Participant shall
automatically be re-enrolled for the Offering Period that commences
immediately after the end of the prior Offering Period.
5. Employee Contributions.
5.1 Frequency of Payroll Deductions. A Participant may purchase
shares of Stock under the Plan solely by means of payroll deductions.
Payroll deductions, as designated by the Participant pursuant to Section
5.2 below, shall occur on each payday during participation in the Plan.
5.2 Amount of Payroll Deductions. An Eligible Employee shall
designate on the enrollment form the portion of his or her Compensation
that he or she elects to have withheld for the purchase of Stock. Such
portion shall be a whole percentage of the Eligible Employee's Compensation,
but not less than three percent (3)% nor more than twenty percent (20%).
5.3 Changing Withholding Rate. Participants may not change the
rate of payroll withholding during an Accumulation Period. If a
Participant wishes to change the rate of payroll withholding, effective as
of the Accumulation Period immediately following the date that a new
enrollment form has been received by the Company, he or she may do so by
filing a new enrollment form with the Company at the prescribed location at
any time. The new withholding rate shall be effective as of the
Accumulation Period immediately following the date that such form has been
received by the Company. The new withholding rate shall be a whole
percentage of the Eligible Employee's Compensation, but not less than three
percent (3%) nor more than twenty percent (20%).
5.4 Discontinuing Payroll Deductions. If a Participant wishes to
discontinue employee contributions entirely, he or she may do so by filing
a new enrollment form with the Company at the prescribed location at any
time. Payroll withholding shall cease as soon as reasonably practicable
after such form has been received by the Company. In addition, employee
contributions may be discontinued automatically pursuant to Section 9.2.
A Participant who has discontinued employee contributions may resume such
contributions by filing a new enrollment form with the Company at the
prescribed location. Payroll withholding shall resume as of the
Accumulation Period immediately following the date that such form has been
received by the Company.
5.5 Limit on Number of Elections. No Participant shall make more
than two (2) elections under Sections 5.3 or 5.4 above during any Offering
Period.
6. Withdrawal from the Plan.
6.1 Withdrawal. A Participant may elect to withdraw from the Plan
by filing the prescribed form with the Company at the prescribed location
at any time before the last day of an Accumulation Period. As soon as
reasonably practicable thereafter, payroll deductions shall cease and the
entire amount credited to the Participant's Plan Account shall be refunded
to him or her in cash, without interest. No partial withdrawals shall be
permitted.
6.2 Re-enrollment After Withdrawal. A former Participant who has
withdrawn from the Plan shall not be a Participant until he or she
re-enrolls in the Plan under Section 4.3. Re-enrollment may be effective
only at the commencement of an Offering Period.
7. Change in Employment Status.
7.1 Termination of Employment. Termination of employment as an
Eligible Employee for any reason, including death, shall be treated as an
automatic withdrawal from the Plan under Section 6.1. Notwithstanding the
foregoing in this Section 7, a transfer from one Participating Company to
another shall not be treated as a termination of employment.
7.2 Leave of Absence. For purposes of the Plan, employment shall
not be deemed to terminate when the Participant goes on a military leave,
a sick leave or another bona fide leave of absence, if the leave was
approved by the Company in writing. Employment, however, shall be deemed
to terminate ninety (90) days after the Participant goes on a leave, unless
a contract or statute guarantees his or her right to return to work.
Employment shall be deemed to terminate in any event when the approved leave
ends, unless the Participant immediately returns to work.
7.3 Death. In the event of the Participant's death, the amount
credited to his or her Plan Account shall be paid to a beneficiary
designated by him or her for this purpose on the prescribed form or, if
none, to the Participant's estate. Such form shall be valid only if it was
filed with the Company at the prescribed location before the Participant's
death.
8. Plan Accounts and Purchase of Shares.
8.1 Plan Accounts. The Company shall maintain a Plan Account on
its books in the name of each Participant. Whenever an amount is deducted
from the Participant's Compensation under the Plan, such amount shall be
credited to the Participant's Plan Account. Amounts credited to Plan
Accounts shall not be trust funds and may be commingled with the Company's
general assets and applied to general corporate purposes. No interest shall
be credited to Plan Accounts.
8.2 Purchase Price. The Purchase Price for each share of Stock
purchased at the close of an Accumulation Period shall be the lower of:
(i) 85% of the Fair Market Value of such share on the last
trading day in such Accumulation Period; or
(ii) 85% of the Fair Market Value of such share on the last
trading day before the commencement of the applicable Offering Period
(as determined under Section 4.5).
8.3 Number of Shares Purchased. As of the last day of each
Accumulation Period, each Participant shall be deemed to have elected to
purchase the number of shares of Stock calculated in accordance with this
Section 8.3, unless the Participant has previously elected to withdraw
from the Plan in accordance with Section 6.1. The amount then in the
Participant's Plan Account shall be divided by the Purchase Price, and
the number of shares that results shall be purchased from the Company with
the funds in the Participant's Plan Account. The foregoing notwithstanding,
no Participant shall purchase more than five hundred (500) shares of Stock
with respect to any Accumulation Period nor more than the amounts of Stock
set forth in Sections 9.2 and 14.1. The Committee may determine with
respect to all Participants that any fractional share, as calculated under
this Subsection 8.3, shall be (i) rounded down to the next lower whole
share or (ii) credited as a fractional share.
8.4 Available Shares Insufficient. In the event that the
aggregate number of shares that all Participants elect to purchase during
an Accumulation Period exceeds the maximum number of shares remaining
available for issuance under Section 14.1, then the number of shares to
which each Participant is entitled shall be determined by multiplying the
number of shares available for issuance by a fraction, the numerator of
which is the number of shares that such Participant has elected to
purchase and the denominator of which is the number of shares that all
Participants have elected to purchase.
8.5 Issuance of Stock. Certificates representing the shares of
Stock purchased by a Participant under the Plan shall be issued to him or
her as soon as reasonably practicable after the close of the applicable
Accumulation
Period, except that the Committee may determine that such
shares shall be held for each Participant's benefit by a broker designated
by the Committee (unless the Participant has elected that certificates be
issued to him or her). Shares may be registered in the name of the
Participant or jointly in the name of the Participant and his or her spouse
as joint tenants with right of survivorship or as community property.
8.6 Unused Cash Balances. An amount remaining in the Participant's
Plan Account that represents the Purchase Price for any fractional share
shall be carried over in the Participant's Plan Account to the next
Accumulation Period. Any amount remaining in the Participant's Plan
Account that represents the Purchase Price for whole shares that could not
be purchased by reason of Section 8.3 above, Section 9.2 or Section 14.1
shall be refunded to the Participant in cash, without interest.
8.7 Stockholder Approval. Any other provision of the Plan
notwithstanding, no shares of Stock shall be purchased under the Plan unless
and until the Company's stockholders have approved the adoption of the Plan.
9. Limitations on Stock Ownership.
9.1 Five Percent Limit. Any other provision of the Plan
notwithstanding, no Participant shall be granted a right to purchase Stock
under the Plan if such Participant, immediately after his or her election
to purchase such Stock, would own stock possessing more than 5% of the total
combined voting power or value of all classes of stock of the Company or any
parent or Subsidiary of the Company. For purposes of this Section 9.1, the
following rules shall apply:
(i) Ownership of stock shall be determined after applying the
attribution rules of section 424(d) of the Code;
(ii) Each Participant shall be deemed to own any stock that he
or she has a right or option to purchase under this or any other plan; and
(iii) Each Participant shall be deemed to have the right to
purchase five hundred (500) shares of Stock under this Plan with respect to
each Accumulation Period.
9.2 Dollar Limit. Any other provision of the Plan notwithstanding,
no Participant shall purchase Stock with a Fair Market Value in excess of
$10,000 per calendar year (under this Plan and all other employee stock
purchase plans of the Company or any parent or Subsidiary of the Company).
For purposes of this Section 9.2, the Fair Market Value of Stock
shall be determined in each case as of the beginning of the Offering Period
in which such Stock is purchased. Employee stock purchase plans not
described in section 423 of the Code shall be disregarded. If a Participant
is precluded by this Section 9.2 from purchasing additional Stock under the
Plan, then his or her employee contributions shall automatically be
discontinued and shall resume at the beginning of the earliest Accumulation
Period ending in the next calendar year (if he or she then is an Eligible
Employee).
10. Rights Not Transferable. The rights of any Participant under the Plan,
or any Participant's interest in any Stock or moneys to which he or she may
be entitled under the Plan, shall not be transferable by voluntary or
involuntary assignment or by operation of law, or in any other manner other
than by beneficiary designation or the laws of descent and distribution.
If a Participant in any manner attempts to transfer, assign or otherwise
encumber his or her rights or interest under the Plan, other than by
beneficiary designation or the laws of descent and distribution, then such
act shall be treated as an election by the Participant to withdraw from the
Plan under Section 6.1.
11. No Rights as an Employee. Nothing in the Plan or in any right granted
under the Plan shall confer upon the Participant any right to continue in
the employ of a Participating Company for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the
Participating Companies or of the Participant, which rights are hereby
expressly reserved by each, to terminate his or her employment at any time
and for any reason, with or without cause.
12. No Rights as a Stockholder. A Participant shall have no rights as a
stockholder with respect to any shares of Stock that he or she may have a
right to purchase under the Plan until such shares have been purchased on
the last day of the applicable Offering Period.
13. Securities Law Requirements. Shares of Stock shall not be issued under
the Plan unless the issuance and delivery of such shares comply with (or
are exempt from) all applicable requirements of law, including (without
limitation) the Securities Act of 1933, as amended, the rules and
regulations promulgated thereunder, state securities laws and regulations,
and the regulations of any stock exchange or other securities market on
which the Company's securities may then be traded.
14. Stock Offered under the Plan.
14.1 Authorized Shares. The maximum aggregate number of shares of
Stock available for purchase under the Plan is five hundred thousand
(500,000), plus an annual increase to be added on the first day of the
Company's fiscal year beginning in 2001 equal to the lesser of (i) one
hundred thousand (100,000) shares, (ii) three percent (3%) of the
outstanding shares on such date or (iii) a lesser amount determined by the
Board. The aggregate number of Shares available for purchase under the
Plan shall at all times be subject to adjustment pursuant to Section 14.
14.2 Antidilution Adjustments. The aggregate number of shares of
Stock offered under the Plan, the five hundred (500) share limitation
described in Section 8.3 and the price of shares that any Participant has
elected to purchase shall be adjusted proportionately by the Committee for
any increase or decrease in the number of outstanding shares of Stock
resulting from a subdivision or consolidation of shares or the payment of
a stock dividend, any other increase or decrease in such shares effected
without receipt or payment of consideration by the Company, the
distribution of the shares of a Subsidiary to the Company's stockholders
or a similar event.
14.3 Reorganizations. Any other provision of the Plan
notwithstanding, immediately prior to the effective time of a Corporate
Reorganization, the Offering Period then in progress shall terminate and
shares shall be purchased pursuant to Section 8, unless the Plan is assumed
by the surviving corporation or its parent corporation pursuant to the plan
of merger or consolidation. The Plan shall in no event be construed to
restrict in any way the Company's right to undertake a dissolution,
liquidation, merger, consolidation or other reorganization.
15. Amendment or Discontinuance. The Board shall have the right to amend,
suspend or terminate the Plan at any time and without notice. Except as
provided in Section 14, any increase in the aggregate number of shares of
Stock to be issued under the Plan shall be subject to approval by a vote
of the stockholders of the Company. In addition, any other amendment of
the Plan shall be subject to approval by a vote of the stockholders of the
Company to the extent required by an applicable law or regulation.
16. Execution. To record the adoption of the Plan by the Board on
July 7, 2000, the Company has caused its authorized officer to execute
the same.
SUPERTEX, INC.
By: Henry C. Pao
_________________
Title: President and CEO
_________________