SCHEDULE 14A INFORMATION
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PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
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FILED BY A PARTY OTHER THAN THE REGISTRANT |X|
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|_| Preliminary Proxy Statement
|_| Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Materials Pursuant to Section 240.14a-12
TRIKON TECHNOLOGIES, INC.
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(Name of Registrant as Specified In Its Charter)
Spinner Global Technology Fund, Ltd.
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[Letterhead of Spinner Global Technology Fund, Ltd.]
May __, 2003
To: Stockholders of Trikon Technologies, Inc.
Dear Fellow Stockholder,
Due to the poor past performance of Trikon Technologies, Inc., we, Spinner
Global Technology Fund, Ltd., are seeking to replace Christopher D. Dobson and
Steven N. Wertheimer as directors with Peter J. Simone and William W. R. Elder
at Trikon's annual meeting scheduled for May 22, 2003. Additionally, we will
oppose the management proposal asking for stockholder approval of the Trikon
2003 Omnibus Incentive Plan ("Incentive Plan"). The Spinner Fund is the largest
stockholder of the Company, beneficially owning 1,567,523 shares, or 11.1% of
the outstanding shares.
We believe that Dobson and Wertheimer are not fairly representing the
interests of all stockholders of Trikon. Dobson's decisions with regard to the
company have been driven by the goal of enriching himself at the cost of the
company. Dobson has licensed away key technology to Trikon's competitors,
repeatedly paid himself large fees for his services, taken extended leaves of
absence (some at full pay) to continue his PhD studies and required Trikon to
grant him a large amount of Trikon stock so that his bank account was not hurt
by the downturn in the company he was running. Last week, Dobson sold 460,000
shares of Trikon common stock as the company continues to flounder. As
Wertheimer has stood by while Dobson has time and again made selfish decisions
with regard to Trikon, it is time to replace them both. Moreover, in 2002, the
Delaware Court of Chancery, in an action involving Spectrumedix Corporation,
found Wertheimer to have engaged in acts of "trickery or deceit" in manipulating
the actions of the board of directors of a public company. In this period when
companies are striving to regain the trust of investors and the concerns with
corporate governance, Trikon should not have a director whose integrity has been
questioned in the past.
As stated in our proxy materials, we feel that electing Mr. Simone and Dr.
Elder to the board of directors of Trikon will give the company directors
focused on maximizing the value of Trikon for all stockholders. Both men can
bring a great wealth of experience with the semiconductor industry to Trikon's
board of directors. Mr. Simone has worked in the semiconductor industry for
almost 30 years. He has served in management positions with companies such as
Speedfam-IPEC Inc., Active Control eXperts, Inc. (now a wholly owned subsidiary
of Cymer, Inc.), Xionics Document Technologies, Inc., Simlpex Time Recorder
Company, Inc., and GCA Corporation. He currently sits on the boards of Cymer,
Inc., Oak Technology, Inc., Newport Corporation and several private companies.
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Dr. Elder is currently the Chairman of the Board, President and CEO of Genus,
Inc., a semiconductor capital equipment company which he was a founder of in
1981. He also currently sits on the board of directors of Aehr Test Systems.
We also are opposing the management proposal asking for stockholder
approval of the Incentive Plan. We believe that the Incentive Plan is a bad idea
as (1) it could favor management rather than the regular employees for whom
non-cash incentives are very important for the success of Trikon, (2) the number
of shares reserved is 7.8% of the outstanding shares which we believe is too
high, and (3) Trikon management has not indicated whether of nor it will expense
the granting of the options and awards under the Incentive Plan.
Since our inception in 1993, we have been primarily engaged in investment
activities in marketable securities of smaller capitalization companies, with a
primary focus on United States issuers in the information technology sector.
We advise all Trikon stockholders to read our enclosed proxy statement
because it contains important information. The proxy statement is also available
at no charge on the SEC's website at http://www.sec.gov. We ask that you please
sign and return the enclosed blue card. Should you have any questions regarding
voting of your shares, please contact Art Spinner at (212) 223-3410.
We thank you in advance for your support.
Sincerely,
SPINNNER GLOBAL TECHNOLOGY FUND, LTD.
By: Arthur C. Spinner, Director
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