SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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................. OPTi Inc................
Name of the Registrant as Specified In Its Charter
......... Breider Moore & Co., LLC..........
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Breider Moore & Co. LLC., a California limited liability company
("Breider Moore & Co.") has made public its intent to vote "no" on the current
OPTi Inc. ("OPTi") board of directors' proposed plan to liquidate OPTi. The
annual shareholder meeting of OPTi expected to be held January 11, 2002 has been
postponed to an undetermined date. OPTi filed a preliminary proxy statement (the
"OPTi Proxy Statement") prior to announcing the postponement of the meeting.
Breider Moore & Co. participated in an earnings conference call for
OPTi on November 14, 2001 in which the proposed plan of liquidation was
discussed, among other things. During the conference call, some of the
shareholder participants in the call expressed their inclination to reject the
proposed plan of liquidation. After the November 14th conference call, Breider
Moore & Co. initiated telephone conversations with four other shareholders and
received telephone calls from several others. During conversations with the
shareholders it contacted, Breider Moore & Co. generally expressed its concerns
about the plan of liquidation and its plans to vote against it. Conversations
were ended on the basis that these shareholders were also against the plan of
liquidation and that Breider Moore & Co. would contact them further at a later
date. Currently, there are no agreements, proxies, powers of attorney, or other
arrangements among or between Breider Moore & Co. and any other OPTi shareholder
with regard to the upcoming shareholder meeting.
Breider, Moore & Co. is a privately held, San Francisco-based
investment banking and business management consulting firm that owns 97,400
shares of OPTi common stock. Breider Moore & Co. has carefully reviewed the OPTi
Proxy Statement and is opposed to the plan of complete liquidation and
dissolution of OPTi.
As set forth in the OPTi Proxy Statement under "Potential Adverse
Impact", one potential adverse impact on shareholders as a result of the
proposed liquidation and dissolution is that the current board of directors
"cannot assure [shareholders] that [the current board of directors] will be
successful in disposing of [OPTi's] assets for values equal to or exceeding
those currently estimated or that these dispositions would occur as early as
[the current board of directors] expected."
As further set forth in the OPTi Proxy Statement, "[i]t is possible
that the liquidation may not yield distributions as great as the recent market
prices of [OPTi's] shares and distributions may not be effected for an extended
amount of time."
Finally, among the potential adverse impacts on shareholders set forth
in the OPTi Proxy Statement, Breider Moore & Co. is troubled that "[t]he receipt
of liquidating distributions, including the transfer of property into the
Liquidating Trust (but not the receipt of a Liquidating Trust interest), will be
taxable events for shareholders."
Breider Moore & Co. is also concerned about some of the other risk
factors disclosed in OPTi's Proxy Statement. Specifically, OPTi's Proxy
Statement reveals that "the Trust will be
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irrevocable and will terminate after the earliest of (y) the trust property
having been fully distributed, or (z) three years having elapsed after the
creation of the trust." OPTi's Proxy Statement further discloses that "[b]arring
unusual circumstances, IRS rules limit the duration of a liquidating trust to
three years" such that without an IRS ruling that would allow it to extend that
period, OPTi may fall prey to delaying tactics in its intellectual property
litigation by defendants attempting to "avoid Infringement Claims by delaying
resolution until the Trust terminates." With no assurance that a favorable
ruling can be obtained, this limitation on the term of the trust remains as a
risk to shareholders and of great concern to Breider Moore & Co.
Moreover, as set forth in OPTi's Proxy Statement, "[u]nder the
California Corporations Code, if OPTi fails to create an adequate Contingency
Reserve for payment of its expenses and liabilities, or should the Contingency
Reserve be exceeded by the amount ultimately found payable in respect of
expenses and liabilities, each shareholder could be held liable for the payment
to creditors of such shareholder's pro rata share of such excess, limited to the
amounts theretofore received by such shareholder from OPTi", which includes
"those persons who were OPTi shareholders at the time of OPTi's November 1999
cash dividend" who "could theoretically remain subject to creditor claims."
Finally, Breider Moore & Co. is concerned about the fact that "[u]nder
the California Corporations Code, the shareholders of OPTi are not entitled to
appraisal rights for their shares of common stock in connection with the
transactions contemplated by the Plan," as disclosed in the OPTi Proxy
Statement.
Based on the foregoing, Breider Moore & Co. will vote "no" on the
proposed plan of liquidation.
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