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 Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange
Act 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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*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.
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SUPERTEX, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
August 7, 1998
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 7, 1998 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 ratify the appointment of Coopers & Lybrand L.L.P. as
independent accountants of the Company for fiscal year 1999.
3. 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 8,
1998 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
/s/ Benedict C. K. Choy
Secretary
Sunnyvale, California
July 1, 1998
SUPTERTEX, 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 1998 Annual Meeting of Shareholders
to be held on August 7, 1998 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 8,
1998 (the "Record Date") are entitled to notice of and to vote
at the meeting. At the Record Date, 12,102,014 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 were mailed on or about July
1, 1998 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 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 1999 must be received by the Company no later
than March 3, 1999 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
A board of five (5) directors is to be elected at the meeting.
Currently, the board consists of five (5) directors. Unless
otherwise instructed, the proxy holders will vote the proxies
received by them for the Company's five nominees named below.
The five 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,
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 and until such person's successor has been elected
and qualified. The names of the nominees and certain
information about them are set forth below.
Director
Name of Nominee Age Principal Occupation Since
Henry C. Pao 60 President/Principal 1976
Executive and Financial
Officer of the Company
Yunni Pao 83 Industrialist and 1976
Financier
Benedict C.K. Choy 52 Senior Vice President, 1986
Company Technology
Development
Frank C. Pao 52 President and Chief 1987
Executive Officer,
Business Systems
Technology Corporation
Richard E. Siegel 52 Executive Vice President 1988
of the Company
Each of the nominees has been engaged in his principal
occupation set forth above during the past five years. There is
no family relationship between any director, nominee or
executive officer 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 the University
of Illinois at Champaign-Urbana. Dr. Pao is the son of Mr. Yunni
Pao and the brother of Frank Pao.
Yunni Pao is an industrialist and financier. He has been a
director since 1976.
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 Excecutive 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. He 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.
Vote Required
The five (5) 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
reelection of the above-named directors to the Board 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 March 28, 1998.
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 Benedict Choy, an inside director who has
no influence on and is not involved in the Company's 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 1998 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
other
than the executive officers. It also serves as an administrator
of the Company's employee stock option plans. The Compensation
Committee held one meeting in fiscal year 1998, 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 officers and 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
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
officers by reviewing the compensation levels for competitive
positions in the market. Based on comparative data, officers
were compensated within the low-to-middle salary range levels
during fiscal 1998. Executive officers of the Company largely
met their individual goals and the Company's overall performance
set for them in fiscal 1998.
Profit-Sharing Bonus. The Company has a semiannual
profit-sharing plan under which it distributes to all employees,
including executive 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 July 1, 1998, the Company has made
twenty one consecutive semiannual profit-sharing distributions.
Equity-Based Compensation:
Stock Option Grants. Stock options provide additional
incentives to 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 1998 for
performance and promotions of existing employees, and as a part
of the employment compensation package for new employees.
- 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 $500 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.
Certain Transactions: Lease with Company Director
The manufacturing facility of the Company 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. Rental expense was
approximately $315,000, $321,000, and $473,000, (net of sublease
income of $49,000,
$105,000, and $86,000, respectively) in fiscal 1998, 1997, and
1996, respectively. Future estimated rental payments before
sublease income are $374,000 for fiscal 1999.
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 5, 1998 (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)
- --------------------------------------- ------------------------------------
Number of Shares Percentage of Total
---------------- -------------------
Account Management Corp. 1,234,200(2) 10.2%
2 Newberry Street
Boston, MA 02116
Dimensional Fund Advisors Inc. 625,300 (3) 5.17%
1299 Ocean Ave., 11th Floor
Santa Monica, California 90401
Yunni Pao 1,615,552 (4) 13.35%
2 Oxford Road
Kowloon, HongKong
Frank C. Pao 958,500 7.92%
Business Systems Technology Corp.
330 Manchester Rd.
Poughkeepsie, New York
Henry C. Pao 888,350 (5) 7.27%
Supertex, Inc.
1235 Bordeaux Dr.
Sunnyvale, California 94089
Benedict C.K. Choy 257,760 (6) 2.11%
Richard Siegel 36,700 (7) (10)
Dennis Kramer 19,326 (8) (10)
All Directors and Officers
as a group (6 persons) 4,444,188 (9) 36.38%
---------------------
<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 pursuant to Section 13(g) of the
Securities and Exchange Act of 1934, as amended, Account
Management Corp., is deemed to have beneficial ownership of
1,234,200 shares of the Company's Common Stock as of December
31, 1997. Account Management Corporation, an Investment Adviser
registered under Section 203 of the Investment Advisers Act of
1940, has the sole power to dispose or to direct the disposition
of all such shares.
(3) Based on a filing pursuant to Section 13(g) of the
Securities and Exchange Act of 1934, as amended, Dimensional
Fund Advisors Inc., ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 625,300
shares of the Company's Common Stock as of December 31, 1997,
all of which shares are held in portfolios of DFA Investment
Dimensions Group Inc., a registered open-end investment company,
or in series of the DFA Investment Trust Company, a Delaware
business trust, or the DFA Group Trust and DFA Participation
Group Trust, investment vehicles for qualified employee benefit
plans, all of which Dimensional Fund Advisors Inc. serves as
investment manager. Dimensional disclaims beneficial ownership
of all such shares.
(4) Registered under Push, Inc., a British Virgin Islands
investment corporation under the sole directorship of Yunni Pao.
Based on a filing pursuant to Section 13(d) of the Securities
and Exchange Act of 1934, as amended, Push Inc. holds sole
voting and dispositive power for all the shares.
(5) Includes (i) options held by Mr. Henry Pao to purchase
37,900 shares of Common Stock issuable upon exercising of
options exercisable within 60 days of June 8, 1998, (ii) 9,100
shares of Common Stock held of record by his daughter, (iii)
9,100 shares of Common Stock held of record by his son.
(6) Includes options held by Mr. Choy to purchase 31,800 shares
of Common Stock exercisable within 60 days of June 8, 1998.
(7) Includes options held by Mr. Siegel to purchase 24,700
shares of Common Stock exercisable within 60 days of June 8,
1998.
(8) Includes options held by Mr. Kramer to purchase 18,800
shares of Common Stock exercisable within 60 days of June 8,
1998.
(9) Includes 113,200 shares exercisable within 60 days of June
8, 1998.
(10) Less than 1%.
</FN>
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 (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 March 28, 1998, all
Section 16(a) filing requirements applicable to its officers,
directors, and 10% shareholders were satisfied.
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 28, 1998.
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation(1)
-------------------------------------- ----------------------
Deferred Deferred Securities Underlying All other
Name and Principal Position Year Salary(2) Salary Bonus(3) Bonus Options (No. of Shares) Compensation(4)
- --------------------------- ---- --------- -------- -------- -------- ----------------------- ---------------
Henry C. Pao 1998 $139,150 $44,752 $ 1,299 $88,301 0 $1,385
President, CEO, Director 1997 136,209 60,849 3,301 89,819 28,000 1,415
1996 172,212 3,247 36,800 0 33,700 2,339
Richard Siegel 1998 203,374 34,725 39,200 39,200 0 1,385
Executive Vice President 1997 199,628 24,646 40,740 40,740 27,000 1,415
1996 227,166 1,601 32,200 0 33,700 2,339
Benedict C. K. Choy 1998 159,659 17,006 33,600 33,600 0 1,385
Senior Vice President, 1997 151,162 16,062 34,920 34,920 26,000 1,415
Technology Development 1996 170,519 1,721 27,600 0 29,500 2,339
William Numann 1998(5) 115,165 0 17,000 0 30,000 1,016
Vice President, DMOS 1997 N/A N/A N/A N/A N/A N/A
Products 1996 N/A N/A N/A N/A N/A N/A
Dennis Kramer 1998 97,952 12,216 21,000 0 0 1,343
Vice President, Materials 1997 98,494 2,879 10,829 0 10,000 1,364
1996(6) 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 $9,820, $5,200, and $4,940 in
fiscal 1996, 1997, and 1998 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 $1,797,
$1,824, and $1,574 for fiscal 1996, fiscal 1997, and fiscal
1998, respectively, for term life insurance on behalf of each
named executive officer. All full-time employees of the
Company are covered by such term life insurance benefits.
(5) William Numann joined Supertex, Inc. in June 1997 as Vice
President, DMOS Products.
(6) Dennis Kramer became Vice President of Materials in June 1996.
</FN>
The following table shows, as to the named executive officers,
information concerning options granted during fiscal 1997 and
the potential realizable value of those options, assuming 5% and
10% appreciation at the end of the option term.
OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable
Value at Assumed
Percent of Annual Rates of Stock
Total Options Price Appreciation
Granted to Exercise for Option Term
Options Employees in Price Expiration -------------------
Name Granted (1) Fiscal Year (2) ($/Share) Date 5% (3) 10% (3)
- -------- ------- --------------- --------- ---------- -------- ---------
William Numann 30,000 8.26% 15.25 09/02/04 $186,248 $434,038
- ----------------------
<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 1998, the Company granted options representing
378,300 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.
</FN>
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
Options at Fiscal Year-End Options at Fiscal Year-End(*)
Shares Acquired Value ---------------------------- -------------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ------------ --------------- -------- ----------- ------------- ----------- -------------
Henry C. Pao 0 $ 0 32,400 58,200 $ 224,900 $ 127,813
Richard Siegel 12,000 100,500 19,200 56,600 116,000 122,863
Benedict Choy 13,300 114,588 26,300 52,100 159,438 109,500
William Numann 0 0 0 30,000 0 0
Dennis Kramer 0 0 18,800 13,400 117,225 33,725
- ------------------------------
<FN>
(*) Closing market price of the Company's Common Stock on
Friday, March 28, 1998 was $11.25.
</FN>
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*
03/93 03/94 03/95 03/96 03/97 03/98
----- ----- ----- ----- ----- -----
Nasdaq Composite 100 108 120 163 181 275
Total Return Index
(US Only)
Nasdaq Electronic 100 121 159 209 366 419
Components Stocks
Supertex, Inc. 100 122 307 439 409 391
<FN>
*Assumes investment of $100 on April 1, 1993
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT
ACCOUNTANTS
On recommendation of the Audit Committee, the Board of
Directors has selected Coopers & Lybrand L.L.P. as independent
public accountants to audit the financial statements of the
Company for fiscal year ending March 27, 1999. Coopers &
Lybrand L.L.P. was the Company's independent public accountants
for the fiscal year ending March 28, 1998. Representatives of
Coopers & Lybrand L.L.P. 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.
Vote Required
The affirmative vote of a majority of the Votes Cast will be
required to ratify the appointment of Coopers & Lybrand L.L.P.
as independent public accountants of the Company for the fiscal
year ending March 27, 1999.
The Board of Directors recommends that shareholders vote FOR
ratification of the appointment of Coopers & Lybrand L.L.P. as
independent public accountants of the Company. 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, 1998
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
SUPERTEX, INC.
ANNUAL MEETING OF SHAREHOLDERS, AUGUST 7, 1998
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,
1998, 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 7, 1998, 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
DIRECTORS, FOR THE RATIFICATION OF THE APPOINTMENT OF COOPERS &
LYBRAND L.L.P. AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR
ENDING MARCH 27, 1999, AND AS SUCH PROXY DEEMS ADVISABLE ON SUCH
OTHER MATTERS AS MAY COME BEFORE THE MEETING.
SUCH 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 ATTORNEY-IN-FACT HEREUNDER.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
1. ELECTION OF DIRECTORS (except as marked:
to the contrary below):
[ ] FOR all nominees
[ ] WITHHOLD AUTHORITY to vote for all nominees
listed below
[ ] FOR ALL EXCEPT
Nominees: Benedict Choy; Frank C. Pao; Henry C. Pao;
Richard Siegel; Yunni Pao
Instruction: To withhold authority to vote for any
individual nominee, mark "FOR ALL EXCEPT" and write
that nominee's name in the space provided below.
_______________________________________________
2. PROPOSAL TO RATIFY THE APPOINTMENT OF COOPERS & LYBRAND
L.L.P. AS THE INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE
FISCAL YEAR ENDING MARCH 27, 1999:
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
In his discretion, the Proxy is authorized to vote upon such
other matters which may properly come before the meeting or
any adjournment or adjournments thereof.
Please be sure to sign and date this Proxy in the box below.
If shares are jointly held, each holder should sign. If signing
for estates, trusts, corporations, or partnerships, title and
capacity should be stated.
Signature: ____________________ Date: ________
Signature: ____________________ Date: ________
PLEASE MARK, DATE, AND SIGN EXACTLY AS YOUR NAME(S) APPEARS
HEREON, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.