SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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
QUICKLOGIC CORPORATION
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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)
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/X/ No fee required.
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and 0-11.
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applies:
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[QUICKLOGIC LOGO]
QUICKLOGIC CORPORATION
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD TUESDAY, APRIL 24, 2001
The Annual Meeting of Stockholders of QUICKLOGIC CORPORATION, a Delaware
corporation (the "Company"), will be held at the Company's offices located at
1277 Orleans Drive, Sunnyvale, California 94089, on Tuesday, April 24, 2001, at
9:00 a.m., local time, for the following purposes:
1. To elect one (1) Class II director to serve for a term of three years
and until his successor is duly elected and qualified;
2. To ratify the appointment of PricewaterhouseCoopers LLP as independent
auditors of the Company for the fiscal year ending December 31, 2001; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. Only stockholders of record at the close of
business on February 28, 2001 will be entitled to vote at the Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting in
person. HOWEVER, TO ASSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO
MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN
THE POSTAGE-PREPAID ENVELOPE ENCLOSED FOR THAT PURPOSE. Stockholders attending
the meeting may vote in person even if they have returned a Proxy.
For the Board of Directors,
/s/ E. THOMAS HART
E. Thomas Hart
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
DIRECTOR
Sunnyvale, California
March 23, 2001
[QUICKLOGIC LOGO]
QUICKLOGIC CORPORATION
------------------------
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
GENERAL
The accompanying Proxy is solicited by the Board of Directors of QuickLogic
Corporation, a Delaware corporation (the "Company"), for use at the Annual
Meeting of Stockholders to be held on Tuesday, April 24, 2001, at 9:00 a.m.,
local time, or at any adjournment thereof. The meeting will be held at the
Company's offices located at 1277 Orleans Drive, Sunnyvale, California 94089.
The Company's telephone number at that address is (408) 990-4000. At the
meeting, only stockholders of record at the close of business on February 28,
2001 (the "Record Date") will be entitled to vote. On that date, the Company's
outstanding capital stock consisted of 20,245,382 shares of common stock. At the
meeting, the stockholders will be asked:
1. To elect one (1) Class II director to serve for a term of three years
and until his successor is duly elected and qualified;
2. To ratify the appointment of PricewaterhouseCoopers LLP as independent
accountants of the Company for the fiscal year ending December 31, 2001;
and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
This Proxy Statement and form of proxy were first sent or given to
stockholders entitled to vote at the Annual Meeting on or about April 2, 2001,
together with the Company's 2000 Annual Report to Stockholders.
VOTING AND SOLICITATION
Each stockholder is entitled to one vote for each share of Common Stock
heild on all matters presented at the meeting.
ELECTION OF DIRECTOR
Holders of all outstanding shares of the Company's common stock, voting
together as a single class, have the right to elect the Class II director to the
board of directors. The Director will be elected by a plurality of the votes of
the shares of the Company's common stock present in person or represented by
proxy at the meeting. A majority in total voting power of the shares of the
Company's common stock represented in person or by proxy at the meeting will
constitute a quorum for the purposes of electing the director.
RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
Ratification of the appointment of PricewaterhouseCoopers LLP as independent
accountants of the Company requires the affirmative vote of a majority of the
total voting power of the shares of the Company's common stock represented in
person or by proxy at the meeting and entitled to vote on the proposal, voting
together as a single class.
The cost of solicitation of proxies will be borne by the Company. The
Company may also reimburse brokerage houses and other custodians, nominees and
fiduciaries for their expenses incurred in forwarding solicitation materials to
the beneficial owners of shares held of record by such persons. It is
contemplated that proxies will be solicited principally through the mail, but
directors, officers and regular employees of the Company may, without additional
compensation, solicit proxies personally or by telephone, facsimile or special
letter.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of the
Company a written notice of revocation or a duly executed proxy bearing a later
date, or by attending the meeting and voting in person.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The required quorum for the transaction of business at the Annual Meeting is
a majority of the votes eligible to be cast by holders of shares of common stock
issued and outstanding on the Record Date. Shares that are voted "FOR,"
"AGAINST" or "WITHHOLD AUTHORITY" with respect to a matter are treated as being
present at the meeting for purposes of establishing a quorum and are also
treated as shares entitled to vote at the Annual Meeting (the "Votes Cast") with
respect to such matter.
While there is no definitive statutory or case law authority in Delaware as
to the proper treatment of abstentions, the Company believes that abstentions
should be counted for purposes of determining both (i) the presence or absence
of a quorum for the transaction of business and (ii) the total number of Votes
Cast with respect to a proposal (other than the election of directors). In the
absence of controlling precedent to the contrary, the Company intends to treat
abstentions in this manner. Accordingly, abstentions will have the same effect
as a vote against the proposal.
In a 1988 Delaware case, BERLIN V. EMERALD PARTNERS, the Delaware Supreme
Court held that, while broker non-votes should be counted for purposes of
determining the presence or absence of a quorum for the transaction of business,
broker non-votes should not be counted for purposes of determining the number of
Votes Cast with respect to the particular proposal on which the broker has
expressly not voted. Accordingly, the Company intends to treat broker non-votes
in this manner. Thus, a broker non-vote will not affect the outcome of the
voting on a proposal.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSAL
Proposals of the Company's stockholders that are intended to be presented by
such stockholders at the Company's next Annual Meeting of Stockholders must be
received by the Company at its principal executive offices, no later than
December 3, 2001 in order to be considered for possible inclusion in the Proxy
Statement and form of Proxy relating to such meeting.
2
PROPOSAL ONE:
ELECTION OF DIRECTORS
The Company's Board of Directors is currently comprised of six (6) members,
divided into three classes with overlapping three year terms. As a result, a
portion of the Company's Board of Directors will be elected each year. Donald P.
Beadle and Michael J. Callahan have been designated Class I directors whose
terms expire at the 2003 Annual Meeting of Stockholders. Hua-Thye Chua and Irwin
Federman have been designated Class II directors whose terms expire at this
Annual Meeting of Stockholders. Mr. Federman has declined to stand for
reelection as a director of the Company. E. Thomas Hart and Robert J. Boehlke
have been designated Class III directors whose terms expire at the 2002 Annual
Meeting of Stockholders. Any additional directorships resulting from an increase
in the number of directors will be distributed among the three classes so that,
as nearly as possible, each class will consist of an equal number of directors.
There are no family relationships between any of the Company's directors or
executive officers.
Unless otherwise instructed, the proxy holders will vote the proxies
received by them for the Company's nominee named below, who is currently a
director of the Company. In the event that the nominee is unable or declines 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. 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. The term of office of each person elected as a
director will continue until the 2004 Annual Meeting of Stockholders or until
his successor has been duly elected and qualified or until his earlier death,
resignation or removal. It is not expected that any nominee will be unable or
will decline to serve as a director.
NOMINEE FOR CLASS II DIRECTOR
One Class II director is to be elected at the Annual Meeting for a
three-year term ending in 2004. The Board of Directors has nominated Hua-Thye
Chua for reelection as a Class II director. Unless otherwise instructed, the
persons named in the enclosed proxy intend to vote proxies received by them for
the reelection of Mr. Chua. QuickLogic expects that Mr. Chua will accept such
nomination. In the event that either Mr. Chua is unable or declines to serve as
a director at the time of the Annual Meeting, proxies will be voted for a
substitute nominee or nominees designated by the present Board of Directors. The
term of office of the person elected as director will continue until such
director's term expires in 2004 or until such director's successor has been
elected and qualified or until his earlier death, resignation or removal.
REQUIRED VOTE
The nominee receiving the highest number of affirmative votes of the shares
present or represented and entitled to be voted for them shall be elected as
director. Votes withheld from any director are counted for purposes of
determining the presence or absence of a quorum for the transaction of business,
but have no other legal effect in the election of directors under Delaware law.
3
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE "FOR" THE NOMINEE LISTED ABOVE.
DIRECTORS AND NOMINEE FOR DIRECTOR
The following table sets forth information concerning the nominee for
director.
NAME AGE POSITION
- -------------------------------------- -------- --------------------------------------
Hua-Thye Chua......................... 65 Vice President, Process Technology and
Director
HUA-THYE CHUA, a co-founder of QuickLogic, has served as a member of our
board of directors since QuickLogic's inception in April 1988. Since December
1996, Mr. Chua has served as our Vice President, Process Technology. He served
as our Vice President of Technology Development from April 1989 to December
1996. During the prior 25 years, Mr. Chua worked at semiconductor manufacturing
companies, including Fairchild Semiconductor, Intel and Monolithic Memories.
Mr. Chua holds a B.S.E.E. from Ohio University and an M.S.E.E. from the
University of California, Berkeley.
INCUMBENT CLASS I DIRECTORS WHOSE TERMS EXPIRE IN 2003
NAME AGE POSITION
- -------------------------------------- -------- --------------------------------------
Donald P. Beadle...................... 65 Director
Michael J. Callahan................... 65 Director
DONALD P. BEADLE has served as a member of our board of directors since July
1997. Since June 1994, Mr. Beadle has been President of Beadle Associates, a
consulting firm. From May 1997 to July 1997, Mr. Beadle was a consultant at
Interwave Communications, a developer of microcell systems, where he served as
Acting Vice President of Sales and Sales Operations. From October 1994 to
December 1996, he was a consultant for Asian business development at National
Semiconductor. At National Semiconductor, he was Managing Director, Southeast
Asia from 1993 until June 1994, Vice President of Worldwide Marketing and Sales,
International Business Group from 1987 until 1993, and Managing Director, Europe
from 1982 to 1986. Mr. Beadle was employed by National Semiconductor in
executive sales and marketing positions for 34 years until June 1994, at which
time he was Executive Vice President, Worldwide Sales and Marketing. Mr. Beadle
serves on the board of directors of one public company, Komag, a thin film media
manufacturer. He received his technical education at the University of
Connecticut and the Bridgeport Institute of Engineering.
MICHAEL J. CALLAHAN has served as a member of our board of directors since
July 1997. From March 1990 through his retirement in September 2000,
Mr. Callahan served as Chairman of the Board, President and Chief Executive
Officer of Waferscale Integration, a producer of peripheral integrated circuits.
From 1987 to March 1990, Mr. Callahan was President of Monolithic Memories, now
a subsidiary of Advanced Micro Devices, a semiconductor manufacturing company.
He was Senior Vice President of Programmable Products at Advanced Micro Devices.
From 1978 to 1987, Mr. Callahan held a number of positions at Monolithic
Memories including Vice President of Operations and Chief Operating Officer.
Prior to joining Monolithic Memories, he worked at Motorola Semiconductor, a
semiconductor manufacturing company, for 16 years where he was Director of
Research and Development as well as Director of Linear Operations. Mr. Callahan
holds a B.S.E.E. from the Massachusetts Institute of Technology.
4
INCUMBENT CLASS III DIRECTOR WHOSE TERM EXPIRES IN 2002
NAME AGE POSITION
- -------------------------------------- -------- --------------------------------------
E. Thomas Hart........................ 59 President, Chief Executive Officer and
Director
Robert J. Boehlke..................... 59 Director
E. THOMAS HART has served as our President, Chief Executive Officer and a
member of our board of directors since June 1994. Prior to joining QuickLogic,
Mr. Hart was Vice President and General Manager of the Advanced Networks
Division at National Semiconductor, a semiconductor manufacturing company, where
he worked from September 1992 to June 1994. Prior to joining National
Semiconductor, Mr. Hart was a private consultant from February 1986 to September
1992 with Hart Weston International, a technology based management consulting
firm. Mr. Hart holds a B.S.E.E. from the University of Washington.
ROBERT J. BOEHLKE has served as a member of our board of directors since
December 2000. Mr. Boehlke was most recently Executive Vice President and Chief
Financial Officer of KLA-Tencor, a position he held until his retirement in June
2000. He joined KLA Instruments in 1983 and served as the general manager of
various operating groups through 1990 when he became Chief Financial Officer. He
was a partner at the investment banking firm of Kidder, Peabody & Company from
1971 until 1983. Mr. Boehlke serves on the boards of LTX, a test equipment
manufacturer, and Entegris, a manufacturer of materials management products for
the semiconductor industry. He holds a bachelor's degree in engineering from the
U.S. Military Academy at West Point and an M.B.A. from Harvard University.
BOARD MEETINGS AND COMMITTEES
The Board of Directors held a total of six meetings and acted by unanimous
written consent at no time during fiscal 2000.
The standing committees of the Board include a Compensation Committee and an
Audit Committee. There is no Nominating Committee.
The Compensation Committee, which currently consists of Donald P. Beadle,
Michael J. Callahan and Irwin Federman, held two meetings in fiscal 2000. The
Compensation Committee monitors the nature and levels of compensation paid by
the Company to its executive personnel and administers the Company's stock
option plans and employee stock purchase plan.
The Audit Committee, which currently consists of Donald P. Beadle, Michael
J. Callahan and Irwin Federman, held four meetings in fiscal 2000. Each of the
directors on the Audit Committee is an independent director, as defined by the
National Association of Securities Dealers. The functions of the Audit Committee
include recommending appointment of the Company's independent accountants to the
Board of Directors and reviewing (i) the scope of the independent accountants'
annual audit and their compensation; (ii) the general policies and procedures of
the Company with respect to internal auditing, accounting and financial
controls; and (iii) any change in accounting principles, significant audit
adjustments proposed by the independent accountants and any recommendations that
the independent accountants may have with respect to policies and procedures.
The Audit Committee has a written charter, a copy of which is attached hereto as
Appendix A. The Audit Committee has reviewed and discussed the Company's audited
Financial Statements with the Company's management. The Audit Committee has
discussed any SAS 61 matters with the Company's independent accountants. The
Audit Committee has received written disclosures and a letter from the Company's
independent accountants under ISB Standard No. 1. The Audit Committee has
engaged the Company's accountants in a discussion regarding such accountants'
independence.
5
During fiscal 2000 (or such portion of fiscal 2000 during which a director
served as a member of the Board of Directors), no director attended fewer than
75% of the aggregate of (i) the total number of meetings of the Board of
Directors held and (ii) the total number of meetings held by all committees of
the Board of Directors on which such director served.
DIRECTOR COMPENSATION
Our non-employee directors are reimbursed for their out-of-pocket expenses
incurred in connection with attending board and committee meetings but are not
compensated for their services as board members. We have in the past granted to
our non-employee directors options to purchase our common stock pursuant to the
terms of our 1989 stock option plan. We intend to grant to our non-employee
directors options to purchase our common stock pursuant to the terms of our 1999
stock plan. During fiscal 2000, the Board of Directors granted options to
purchase an aggregate of 7,000 shares to Donald P. Beadle at an exercise price
per share of $28.75, granted options to purchase an aggregate of 35,000 shares
to Robert J. Boehlke at an exercise price per share of $9.94 and granted options
to purchase an aggregate of 7,000 shares to Michael J. Callahan at an exercise
price per share of $28.75.
REPORT OF THE COMPENSATION COMMITTEE
REGARDING EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") is comprised of Donald P.
Beadle, Michael J. Callahan and Irwin Federman, each of whom is a non-employee
director. The Committee reviews and approves the Company's executive
compensation programs. The role of the Committee is to approve salaries and
other compensation paid to executive officers of the Company and to administer
the Company's stock plans. The Committee approves all stock option grants to
executive officers, all executive officer base salaries and any cash bonus
payments to executive officers and approves all stock option grants to
employees.
The Company's executive pay programs are designed to attract and retain
executives who will contribute to the Company's long-term success, to mesh
executive and stockholder interests through the use of stock options and to
provide a compensation program that recognizes individual contributions and
Company performance.
At this time in the Company's growth, the Committee has determined that the
most effective means of compensation are base salaries, annual incentive bonuses
and long-term incentives through the use of Company's stock option plan.
BASE SALARY
The Committee meets annually to review and approve each executive officer's
salary for the ensuing year. When reviewing base salaries, the Committee
considers the following factors: competitive pay practices, individual
performance against goals, levels of responsibility, breadth of knowledge and
prior experience. The relative importance of these factors varies, depending on
the particular individual whose salary is being reviewed. To provide the
Committee with more information for making compensation comparisons, the Company
provides the Committee with surveys of compensation for a group of comparable
companies with revenues similar to the Company's revenue. The Committee's
objective in setting base salaries is generally to pay salaries at a level
roughly comparable to the median for companies with which the Company competes
for personnel. For the year ended December 31, 2000, the Committee increased the
salary levels of the executive officers to a level closer to this median level.
The Committee approved base salaries between $170,000 and $280,000 for
executives other than the Company's Chief Executive Officer.
6
COMPENSATION OF CHIEF EXECUTIVE OFFICER
Mr. Hart's 2000 base salary was $403,361. This represented an increase of
$105,347 from Mr. Hart's 1999 base salary. In determining Mr. Hart's salary,
bonuses and stock option grants, the Committee not only considered the factors
described above, but also took into consideration his accomplishments during
1999 and 2000 in expanding the executive team, the integration of new executives
with the original executive team, and the ongoing development of the Company.
Taking all of these factors into account, the Committee awarded Mr. Hart a bonus
of $50,000 and a stock option of 308,350 shares of the Company's common stock.
STOCK OPTIONS
The Company's stock option plan is designed to provide its executives and
employees with an opportunity to share, along with its stockholders, in the
Company's long-term performance. Initial grants of stock options are generally
made to eligible executives and employees upon commencement of employment, with
additional grants being made periodically based on performance or following a
significant change in job responsibilities, scope or title. Stock options under
the stock option plans generally vest over a four-year period and expire ten
years from the date of grant. The exercise price of our options is usually 100%
of the fair market value of the common stock on the date of grant. The Board of
Directors has delegated the authority to the Committee to grant stock options to
all employees and executive officers. Guidelines for the number of stock options
for each participant under the option plans are generally determined by the
Committee. Initial stock option grants to executive officers are negotiated as
part of their offer letter, and subsequent renewal grants are determined based
upon levels of responsibility, individual performance and competitive
compensation practices. The Committee believes the existing grants and vesting
schedules currently align the executive officers' objectives with those of the
Company's stockholders.
OTHER
Other elements of executive compensation include Company-wide medical and
life insurance benefits and the ability to defer compensation pursuant to a
401(k) plan.
The Committee has considered the potential impact of Section 162(m) of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder (the
"Section"). The Section disallows a tax deduction for any publicly-held
corporation for individual compensation exceeding $1 million in any taxable year
for any of the Named Executive Officers, unless such compensation is
performance-based. Since the cash compensation of each of the Named Executive
Officers is below the $1 million threshold and the Committee believes that any
options granted under the Stock Plan will meet the requirements of being
performance-based, the Committee believes that the Section will not reduce the
tax deduction available to the Company. The Company's policy is to qualify, to
the extent reasonable, its executive officers' compensation for deductibility
under applicable tax laws. However, the Committee believes that its primary
responsibility is to provide a compensation program that will attract, retain
and reward the executive talent necessary to the Company's success.
Consequently, the Committee recognizes that the loss of a tax deduction could be
necessary in some circumstances.
Respectfully submitted,
THE COMPENSATION COMMITTEE
Donald P. Beadle
Michael J. Callahan
Irwin Federman
7
REPORT OF THE AUDIT COMMITTEE
The Audit Committee reviews the Company's financial reporting process on
behalf of the Board of Directors. In fulfilling its responsibilities, the Audit
Committee has reviewed and discussed the audited financial statements contained
in our Annual Report on Form 10-K for the year ended December 31, 2000 with the
Company's management and the independent accountants. The Audit Committee
discussed with the independent accountants the matters required to be discussed
by Statement on Auditing Standards No. 61, Communication with Audit Committees,
as amended. In addition, the Audit Committee has discussed with the independent
accountants the accountants' independence from the Company and its management,
including the matters in the written disclosures and the letter required by
Independence Standards Board Standard No. 1, Independence Discussions with Audit
Committees. In reliance on the reviews and discussions referred to above, the
committee recommended to the Board of Directors, and the Board of Directors has
approved, the inclusion of the audited financial statements in the Company's
Annual Report on Form 10-K for the year ended December 31, 2000, for filing with
the Securities and Exchange Commission.
Respectfully submitted,
THE AUDIT COMMITTEE
Donald P. Beadle
Michael J. Callahan
Irwin Federman
FEES BILLED TO THE COMPANY BY PRICEWATERHOUSECOOPERS LLP DURING FISCAL 2000
AUDIT FEES:
The aggregate fees billed to the Company by PricewaterhouseCoopers LLP for
the audit of the Company's annual financial statements and for the review of the
financial statements included in the Company's quarterly reports on Form 10-Q
totalled $164,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES:
There were no fees billed to the Company by PricewaterhouseCoopers LLP to
provide advice regarding financial information systems design and implementation
during the fiscal year ended December 31, 2000.
ALL OTHER FEES:
Fees billed to the Company by PricewaterhouseCoopers LLP during the
Company's 2000 fiscal year for all other non-audit services rendered to the
Company, including services related to tax and public offering of common stock,
totalled $105,000.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, officers and beneficial
owners of more than 10% of the Company's Common Stock to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Based solely on its review of the copies of such reports received by it or
written representations from reporting persons, the Company believes that during
the fiscal year ended December 31, 2000, its officers, directors and holders of
more than 10% of the Company's Common Stock complied with all Section
16(a) filing requirements.
8
PROPOSAL TWO:
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed PricewaterhouseCoopers LLP, independent
accountants, to audit the consolidated financial statements of the Company for
the fiscal year ending December 31, 2001 and seeks ratification of such
appointment. In the event of a negative vote on such ratification, the Board of
Directors will reconsider its appointment.
Representatives of PricewaterhouseCoopers LLP are expected to be present at
the Annual Meeting, will have the opportunity to make a statement if they desire
to do so and are expected to be available to respond to appropriate questions.
REQUIRED VOTE
The affirmative vote of the holders of a majority of the Votes Cast is
required to ratify the appointment of PricewaterhouseCoopers LLP as the
Company's independent accountants for the fiscal year ending December 31, 2001.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2001.
9
OTHER INFORMATION
EXECUTIVE OFFICERS
In addition to Messrs. Hart and Chua, the following persons were executive
officers of the Company as of the Record Date:
NAME AGE POSITION
- ---------------------------------- -------- ----------------------------------
John M. Birkner................... 57 Vice President, Chief Technical
Officer
Michael R. Brown.................. 51 Vice President, Worldwide Sales
Andrew K. Chan.................... 50 Vice President, Research and
Development
Peter G. Feist.................... 46 Vice President, Marketing
Reynold W. Simpson................ 52 Senior Vice President, Chief
Operating Officer
Arthur O. Whipple................. 53 Vice President, Finance, Chief
Financial Officer and Secretary
Ronald D. Zimmerman............... 52 Vice President, Administration
JOHN M. BIRKNER, a co-founder of QuickLogic, has served with us since April
1988, serving as Vice President, Chief Technical Officer since 1993. From
September 1975 to June 1986, Mr. Birkner was a fellow at Monolithic Memories, a
semiconductor manufacturing company. Mr. Birkner holds a B.S.E.E. from the
University of California, Berkeley and an M.S.E.E. from the University of Akron.
MICHAEL R. BROWN has served as our Vice President, Worldwide Sales since
January 1999. From 1984 until January 1999, he was employed by Hitachi America,
a semiconductor manufacturing company, in a variety of sales management
positions, most recently as the Vice President of Sales for the Americas.
Mr. Brown holds a B.A. in Kinesiology/Psychology from California State
University, Northridge and attended the U.S. Navy Aviation Electronics School.
Mr. Brown holds a certificate in Advanced Management from Stanford University.
ANDREW K. CHAN, a co-founder of QuickLogic, has served with us since April
1988, most recently as Vice President, Research and Development. Prior to
joining QuickLogic, Mr. Chan was a design engineering manager at Monolithic
Memories. Mr. Chan holds a B.S.E.E. in Electrical Engineering from Washington
State University and an M.S.E.C. in Electrical Sciences from the University of
New York, Stonybrook.
PETER FEIST has served with us since June 2000, most recently as our Vice
President, Worldwide Marketing. From January 1997 to April 2000, Mr. Feist was
with GateField, a semiconductor manufacturing company, where he was most
recently Senior Vice President, Marketing. From January 1995 to September 1996,
he served as Regional Manager, Europe for Hyundai Corporation, Digital Media
Division. From April 1985 to December 1994, he worked for LSI Logic, a
semiconductor manufacturing company, most recently as Director Strategic
Marketing. He holds a Diplom Ingenieur (M.S.E.E.-equivalent) from the University
of Dortmund.
REYNOLD W. SIMPSON has served with us since August 1997, most recently as
Senior Vice President and Chief Operating Officer. From February 1996 to July
1997, Mr. Simpson was Vice President of Manufacturing at GateField, a
semiconductor manufacturing company. Prior to joining GateField, Mr. Simpson was
Operations Manager at LSI Logic, a semiconductor manufacturing company, from
March 1990 to February 1996 and Quality Director from February 1989 to March
1990. Mr. Simpson holds a Mechanical Engineering Certificate from the Coatbridge
Polytechnic Institute in Scotland, a degree in Technical Horology (Mechanical
Engineering) from the Barmulloch Polytechnic Institute in
10
Scotland and studied for a degree in Electronic Engineering at the Kingsway
Polytechnic Institute in Scotland.
ARTHUR O. WHIPPLE has served as our Vice President, Finance, Chief Financial
Officer and Secretary since April 1998. From April 1994 to April 1998,
Mr. Whipple was employed by ILC Technology, a manufacturer of high performance
lighting products, as its Vice President of Engineering and by its subsidiary,
Precision Lamp, a manufacturer of high-performance lighting products, as its
Vice President of Finance and Operations. From February 1990 to April 1994,
Mr. Whipple served as the President of Aqua Design, a privately-held provider of
water treatment services and equipment. Mr. Whipple holds a B.S.E.E. from the
University of Washington and an M.B.A. from Santa Clara University.
RONALD D. ZIMMERMAN has served as our Vice President, Administration since
October 1996. From August 1988 to October 1996, Mr. Zimmerman was Human
Resources Director of the Analog Products Group at National Semiconductor, as
well as group human resources director of the corporate technology and
quality/reliability organizations and the human resources director of corporate
administration. Mr. Zimmerman holds a B.A. in Sociology and Psychology and an
M.A. in Psychology from San Jose State University.
SECURITY OWNERSHIP
The following table sets forth certain information regarding the Company's
Common Stock beneficially owned as of February 28, 2001 by (i) each person who
is known by the Company to own beneficially more than 5% of the Company's Common
Stock, (ii) each director of the Company, (iii) the Chief Executive Officer of
the Company, (iv) each of the four most highly paid executive officers of the
Company (other than the Chief Executive Officer) who earned more than $100,000
in fiscal 2000 and (v) all directors and executive officers of the Company as a
group. This table is based on information provided to the Company or filed with
the Securities and Exchange Commission by the Company's directors, executive
officers and principal stockholders. Unless otherwise indicated in the footnotes
below, and subject to community property laws where applicable, each of the
named persons have sole voting and investment power with respect to the shares
shown as beneficially owned.
Unless otherwise indicated, the address for each stockholder listed in the
following table is c/o QuickLogic Corporation, 1277 Orleans Drive, Sunnyvale,
California 94089. Applicable percentage ownership in the following table is
based on 24,245,382 shares of common stock outstanding as of February 28, 2001.
11
SHARES BENEFICIALLY
OWNED
--------------------
NAME OF BENEFICIAL OWNER NUMBER PERCENT
- ------------------------------------------------------------ --------- --------
Arbor Capital Management LLC (1)............................ 1,648,900 8.14%
120 South Sixth Street, Suite 1000
Minneapolis, MN 55402
Capital Research & Management Co.(2)........................ 1,535,000 7.58%
333 South Hope Street, 55th Floor
Los Angeles, CA 90071
Kopp Investment Advisors (3)................................ 1,258,200 6.21%
7701 France Ave South, Suite 500
Edina, MN 55435
Sequoia Capital V (4)....................................... 1,075,687 5.31%
3000 Sand Hill Road, 4-820
Menlo Park, CA 94025
T. Rowe Price Associates, Inc. (5).......................... 1,556,130 7.69%
100 East Pratt Street
Baltimore, MD 21202
Technology Venture Investors-4, L.P. (6).................... 953,405 4.71%
2480 Sand Hill Road, Suite 101
Menlo Park, CA 94025
E. Thomas Hart.............................................. 684,005 3.38%
Donald P. Beadle............................................ 47,565 *
Robert J. Boehlke........................................... -- *
Michael R. Brown............................................ 87,219 *
Michael J. Callahan......................................... 39,231 *
Hua-Thye Chua (7)........................................... 183,953 *
Irwin Federman.............................................. -- *
Reynold W. Simpson.......................................... 147,479 *
Bill J. Smithson............................................ 79,720 *
Ronald D. Zimmerman......................................... 88,220 *
All current executive officers and directors as a group (14 1,885,961 9.32
persons)..................................................
- ---------
* Less than 1% of the outstanding common stock.
(1) Based on information contained in the Schedule 13G which was filed by this
stockholder pursuant to Section 13 of the Securities and Exchange Act of
1934, as amended, on February 12, 2001.
(2) Based on information contained in the Schedule 13G which was filed by this
stockholder pursuant to Section 13 of the Securities and Exchange Act of
1934, as amended, on February 12, 2001.
(3) Based on information contained in the Schedule 13G which was filed by this
stockholder pursuant to Section 13 of the Securities and Exchange Act of
1934, as amended, on January 30, 2001.
(4) Based on information contained in the Schedule 13G which was filed by this
stockholder pursuant to Section 13 of the Securities and Exchange Act of
1934, as amended, on February 14, 2001.
(5) Based on information contained in the Schedule 13G which was filed by this
stockholder pursuant to Section 13 of the Securities and Exchange Act of
1934, as amended, on February 12, 2001.
(6) Based on information contained in the Schedule 13G which was filed by this
stockholder pursuant to Section 13 of the Securities and Exchange Act of
1934, as amended, on February 14, 2001.
12
(7) Includes 64,792 shares owned by Mr. Chua; 35,209 shares beneficially owned
by Mr. Chua, as trustee for H.T. Chua & Jessie Chua TTEES for the H.T. Chua
Trust Agreement dated December 20, 1974; 20,833 shares beneficially owned by
Mr. Chua, as custodian for The Bryan Shyang-Ming Chua Trust dated December
19, 1975; 20,833 shares beneficially owned by Mr. Chua, as custodian for
Caroline Siok-Yau Chua Trust dated December 19, 1975; 20,833 shares
beneficially owned by Mr. Chua, as custodian for Cathleen Siok-Syuan Chua
Trust dated December 19, 1975; and 20,833 shares beneficially owned by
Mr. Chua, as custodian for Christine Siok-Pee Chua Trust dated December 19,
1975.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation paid during the last two
fiscal years to the Company's Chief Executive Officer and to the next four most
highly compensated executive officers, whose aggregate cash compensation
exceeded $100,000 during the year ended December 31, 2000. These executives are
referred to as the Named Executive Officers elsewhere in this Proxy Statement:
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION SECURITIES
FISCAL ------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION
- ------------------------------------------ -------- -------- -------- ------------ ------------
E. Thomas Hart............................ 2000 $403,361 $50,000 308,350 $13,200
President, Chief Executive Officer and 1999 298,014 233,333 13,198
Director
Michael R. Brown.......................... 2000 240,653 12,500 9,000
Vice President, Worldwide Sales 1999 200,000 216,667 8,250
Reynold W. Simpson........................ 2000 229,822 131,250 6,577
Senior Vice President, Chief Operating 1999 200,043 100,000 --
Officer
Bill J. Smithson.......................... 2000 203,826 -- 6,577
Vice President, Engineering 1999 39,423 250,001 --
Ronald D. Zimmerman....................... 2000 208,327 66,250 6,577
Vice President, Administration 1999 191,375 15,000 --
A portion of each executive officer's salary is dependent upon their meeting
of certain sales, gross margin and other management objectives.
Mr. Brown commenced employment with the Company on January 26, 1999. His
salary in 1999, on an annualized basis, was $225,000.
Mr. Smithson commenced employment with the Company on September 20 1999. His
salary in 1999, on an annualized basis, was $150,000.
The amounts listed under the column captioned "All Other Compensation"
represent automobile allowances.
OPTIONS GRANTED AND OPTIONS EXERCISED IN THE LAST FISCAL YEAR
The following tables set forth information regarding stock options granted
to and exercised by the Named Executive Officers during the last fiscal year, as
well as options held by such officers, as of December 31, 2000:
13
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
------------------------------------------------
NUMBER OF PERCENT OF POTENTIAL REALIZABLE VALUE AT
SECURITIES TOTAL ASSUMED ANNUAL RATES OF
UNDERLYING OPTIONS STOCK PRICE APPRECIATION FOR
OPTIONS GRANTED EXERCISE OPTION TERM
GRANTED TO TO PRICE PER EXPIRATION -----------------------------
NAME EMPLOYEES EMPLOYEES SHARE DATE 5% 10%
- ------------------------------ ---------- ---------- --------- ---------- ------------- -------------
E. Thomas Hart................ 200,000 8.86% $ 20.25 04/14/10 $2,548,000 $6,454,000
108,350 4.80 9.94 10/12/10 677,188 1,716,264
Michael R. Brown.............. 12,500 0.55 9.94 10/12/10 78,125 198,000
Reynold W. Simpson............ 25,000 1.11 20.25 04/14/10 318,500 806,750
31,250 1.38 9.94 10/12/10 195,313 495,000
75,000 3.32 7.00 12/14/10 330,000 837,000
Bill J. Smithson.............. -- -- -- --
Ronald D. Zimmerman........... 50,000 2.21 20.25 04/14/10 637,000 1,613,500
16,250 0.72 9.94 10/12/10 101,563 257,400
In the last fiscal year, we granted options to purchase an aggregate of
2,259,000 shares. Options to purchase shares generally vest at the rate of 12.5%
after six months of service from the date of grant, and 6.25% at the end of each
three-month period thereafter. Options have a term of ten years but may
terminate before their expiration dates if the optionee's status as an employee
is terminated or upon the optionee's death or disability.
The amounts disclosed in the column captioned "Exercise Price Per Share"
represent the fair market value of the underlying shares of common stock on the
dates the respective options were granted.
With respect to the amounts disclosed in the column captioned "Potential
Realizable Value at Assumed Annual Rates Of Stock Price Appreciation For Option
Term," the 5% and 10% assumed annual rates of compounded stock price
appreciation are mandated by rules of the Securities and Exchange Commission and
do not represent our estimate or projection of our future common stock prices.
The potential realizable values are calculated by assuming that the exercise
price per share was the fair market value of our common stock at the time of
grant, that the common stock appreciates at the indicated rate for the entire
term of the option and that the option is exercised at the exercise price and
sold on the last day of the option term at the appreciated price.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
The following table sets forth certain information concerning the number and
value of unexercised options held by each of the named executive officers on
December 31, 2000. There were two executives that exercised their
options--E. Thomas Hart and Michael R. Brown.
14
The value of "In-the-Money" stock options represents the positive spread
between the exercise price of stock options and the fair market value of the
underlying shares of $6.94 per share on December 31, 2000.
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 2000 DECEMBER 31, 2000
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------------- ----------- ------------- ----------- -------------
E. Thomas Hart................................ 635,558 552,796 $2,552,732 $ --
Michael R. Brown.............................. 72,999 141,669 142,579 --
Reynold W. Simpson............................ 132,814 240,106 58,064 --
Bill J Smithson............................... 78,124 171,877 12,500 27,500
Ronald D. Zimmerman........................... 84,793 79,792 416,363 --
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee of the Board of Directors during
fiscal 2000 were Messrs. Beadle, Callahan and Federman. All members are
non-employee directors. No member of the Compensation Committee has a
relationship that would constitute an interlocking relationship with executive
officers or directors of another entity.
PERFORMANCE GRAPH
The following graph compares the cumulative total return to stockholders of
the Company's Common Stock from October 15, 1999 (the date of the Company's
initial public offering) to December 31, 2000 to the cumulative total return
over such period of (i) the S&P 500 Index and (ii) JP Morgan H&Q Semiconductor
Index. The graph assumes that $100 was invested on October 15, 1999 in the
Company's common stock at its initial public offering price of $10.00 per share
and in each of the other two indices and the reinvestment of all dividends, if
any.
The information contained in the Performance Graph shall not be deemed to be
"soliciting material" or to be "filed" with the SEC, nor shall such information
be incorporated by reference into any future filing under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended, except to
the extent that the Company specifically incorporates it by reference into any
such filing. The graph is presented in accordance with SEC requirements.
Stockholders are cautioned against drawing any conclusions from the data
contained therein, as past results are not necessarily indicative of future
performance.
15
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
QUICKLOGIC CORPORATION S & P 500 INDEX JP MORGAN H & Q SEMICONDUCTOR INDEX
10/15/99 $100.00 $100.00 $100.00
12/31/99 $165.00 $116.81 $145.00
12/31/00 $69.38 $106.18 $120.96
CUMULATIVE TOTAL RETURN
------------------------------
10/15/99 12/99 12/00
-------- -------- --------
QUICKLOGIC CORPORATION.............................. 100.00 165.00 69.38
S&P 500............................................. 100.00 116.81 106.18
JP MORGAN H&Q SEMICONDUCTORS........................ 100.00 145.00 120.96
OTHER MATTERS
At this time the Board of Directors knows of no other matters that may be
brought before the meeting. However, if any other matters are properly brought
before the meeting, the proxy holders named in the accompanying proxy intend to
vote the proxies on such matters in accordance with their best judgment.
For the Board of Directors,
/s/ E. THOMAS HART
E. Thomas Hart
PRESIDENT, CHIEF EXECUTIVE OFFICER
AND DIRECTOR
Sunnyvale, California
March 23, 2001
16
APPENDIX A
CHARTER FOR THE AUDIT COMMITTEE
PURPOSE
The Audit Committee will make such examinations as are necessary to monitor
the corporate financial reporting and the internal and external audits of
QuickLogic Corporation and its subsidiaries, to provide to the Board of
Directors the results of its examinations and recommendations derived therefrom,
to outline to the Board improvements made, or to be made, in internal accounting
controls, to nominate independent accountants, and to provide to the Board such
additional information and materials as it may deem necessary to make the Board
aware of significant financial matters that require Board attention.
In addition, the Audit Committee will undertake those specific duties and
responsibilities listed below and such other duties as the Board of Directors
from time to time prescribe.
MEMBERSHIP
The Audit Committee will consist of at least two (2) members of the Board,
all of whom shall be independent directors, in accordance with the rules of the
Nasdaq National Market. The members of the Audit Committee will be appointed by
and will serve at the discretion of the Board of Directors.
RESPONSIBILITIES
The responsibilities of the Audit Committee shall include:
1. Reviewing on a continuing basis the adequacy of the Company's system of
internal controls.
2. Reviewing on a continuing basis the activities, organizational structure
and qualifications of the Company's internal audit function.
3. Reviewing the independent accountants' proposed audit scope and
approach.
4. Conducting a post-audit review of the financial statements and audit
findings, including any significant suggestions for improvements provided to
management by the independent accountants.
5. Reviewing the performance of the independent accountants.
6. Recommending the appointment of independent accountants to the Board of
Directors.
7. Reviewing fee arrangements with the independent accountants.
8. Reviewing before release the audited financial statements and
Management's Discussion and Analysis in the Company's annual report on Form
10-K;
9. Reviewing before release the unaudited quarterly operating results in
the Company's quarterly earnings release;
10. Overseeing compliance with SEC requirements for disclosure of
independent accountants' services and audit committee members and activities;
11. Reviewing management's monitoring of compliance with the Company's
Standards of Business Conduct and with the Foreign Corrupt Practices Act;
12. Reviewing, in conjunction with counsel, any legal matters that could
have a significant impact on the Company's financial statements;
A-1
13. Providing oversight and review of the Company's asset management
policies, including an annual review of the Company's investment policies and
performance for cash and short-term investments;
14. If necessary, instituting special investigations and, if appropriate,
hiring special counsel or experts to assist;
15. Reviewing related party transactions for potential conflicts of
interest; and
16. Performing other oversight functions as requested by the full Board of
Directors.
In addition to the above responsibilities, the Audit Committee will
undertake such other duties as the Board of Directors delegates to it, and will
report, at least annually, to the Board regarding the Committee's examinations
and recommendations.
MEETINGS
The Audit Committee will meet at least four (4) times each year. The Audit
Committee may establish its own schedule which it will provide to the Board of
Directors in advance.
The Audit Committee will meet separately with the Chief Executive Officer
and separately with the Chief Financial Officer of the Company at least annually
to review the financial affairs of the Company. The Audit Committee will meet
with the independent auditors of the Company, at such times as it deems
appropriate, to review the independent auditor's examination and management
report.
REPORTS
The Audit Committee will record its summaries of recommendations to the
Board in written form which will be incorporated as a part of the minutes of the
Board of Directors meeting at which those recommendations are presented.
MINUTES
The Audit Committee will maintain written minutes of its meetings, which
minutes will be filed with the minutes of the meetings of the Board of
Directors.
A-2
[QUICKLOGIC LOGO]
QUICKLOGIC CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
TUESDAY, APRIL 24, 2001
THE UNDERSIGNED HEREBY APPOINTS E. THOMAS HART AND ARTHUR O. WHIPPLE, OR
EITHER OF THEM, AS PROXIES AND ATTORNEYS-IN-FACT, EACH WITH FULL POWER OF
SUBSTITUTION, TO REPRESENT THE UNDERSIGNED AT THE ANNUAL MEETING OF
STOCKHOLDERS OF QUICKLOGIC CORPORATION (THE "COMPANY") TO BE HELD AT THE
COMPANY'S OFFICES AT 1277 ORLEANS DRIVE, SUNNYVALE, CA 94089 ON TUESDAY,
APRIL 24, 2001 AT 9:00 A.M., AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF,
AND TO VOTE THE NUMBER OF SHARES THE UNDERSIGNED WOULD BE ENTITLED TO VOTE IF
PERSONALLY PRESENT AT THE MEETING.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR
THE NOMINEE LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2, AS MORE SPECIFICALLY
DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED,
THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH. In their discretion, the
proxies are authorized to vote upon such other business as may properly come
before the meeting or any adjournment thereof to the extent authorized by
Rule 14a-4(c) promulgated by the Securities and Exchange Commission.
(CONTINUED, AND TO BE SIGNED ON THE OTHER SIDE)
/X/ PLEASE MARK
YOUR VOTES AS
IN THIS EXAMPLE.
MANAGEMENT RECOMMENDS A VOTE FOR THE NOMINEE FOR DIRECTOR
LISTED BELOW AND A VOTE FOR PROPOSAL 2.
FOR the nominee listed at right WITHHOLD AUTHORITY to vote
(except as marked to the contrary below). FOR nominee listed at right.
PROPOSAL 1. To elect directors to / / / / NOMINEE: HAU-THYE CHUA
hold office for three years or
until his successor is elected.
FOR AGAINST ABSTAIN
PROPOSAL 2. To ratify the selection / / / / / /
of PricewaterhouseCoopers LLP as
the Company's independent auditors.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO
SIGN AND PROMPTLY MAIL THIS PROXY IN THE RETURN ENVELOPE SO THAT YOUR STOCK
MAY BE REPRESENTED AT THE MEETING
TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE(S), WRITE SUCH NOMINEE(S)'
NAME(S) BELOW:
-----------------------------------------------------------------------
----------------------- ----------------------- -----------------------
Signature Signature Date:
Sign exactly as your name(s) appears on your stock certificate. If shares of
stock stand of record in the names of two or more persons or in the name of
husband and wife, whether as joint tenants or otherwise, both or all of such
persons should sign the above Proxy. If shares of stock are held of record by
a corporation, the Proxy should be executed by the President or Vice
President and the Secretary or Assistant Secretary. Executors or
administrators or other fiduciaries who execute the above Proxy for a
deceased Shareholder should give their full title. Please date the Proxy.