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C CUBE MICROSYSTEMS INC files annual meeting proxy.
IFN Smart Edgar News - March 30, 1998 13:26
%SIC3577 %COM %event2 %Proxann CUBE V%IFN P%SMRT
Excerpted from DEF 14A filed on 03/30 by C CUBE MICROSYSTEMS INC:
C CUBE MICROSYSTEMS INC files annual meeting proxy.
Dear Stockholder:
This year's Annual Meeting of Stockholders ("Annual Meeting") of C-Cube
Microsystems Inc. (the "Company") will be held on Friday, May 8, 1998 at
1:30 p.m., local time, at the Sheraton - Silicon Valley Hotel, located at
1801 Barber Lane, Milpitas, California. You are cordially invited to
attend.
The Notice of Annual Meeting and a Proxy Statement, which describe the
formal business to be conducted at the Annual Meeting, follow this letter.
After reading the Proxy Statement, please promptly mark, sign and return
the enclosed proxy in the prepaid envelope to assure that your shares will
be represented. Your shares cannot be voted unless you date, sign and
return the enclosed proxy or attend the Annual Meeting in person.
Regardless of the number of shares you own, your careful consideration of,
and vote on, the matters before our stockholders are important.
A copy of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997 is also enclosed for your information.
We look forward to seeing you at the Annual Meeting.
Very truly yours,
/s/ Alexandre A. Balkanski
Alexandre A. Balkanski
President and Chief Executive Officer
(End of item excerpt.)
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 8, 1998
To the Stockholders:
The Annual Meeting of Stockholders ("Annual Meeting") of C-Cube
Microsystems Inc. (the "Company"), will be held on Friday, May 8, 1998, at
1:30 p.m., local time, at the Sheraton - Silicon Valley Hotel, 1801 Barber
Lane, Milpitas, California 95035, for the following purposes:
Item. 1. To elect one Class I Director to hold office for a three-year term and
until his successor has been duly elected and qualified.
Item. 2. To consider and vote upon a proposal to approve the 1998 Employee Stock
Purchase Plan and the reservation of 800,000 shares of Common Stock, plus
automatic annual increases equal to the lesser of (i) 500,000 shares,
(ii) 1% of the outstanding shares or (iii) a lesser amount determined by
the Board of Directors.
Item. 3. To consider and vote upon a proposal to ratify the appointment of
Deloitte & Touche LLP as the Company's independent public accountants for
the fiscal year ending December 31, 1998.
Item. 4. To transact such other business as may properly come before the
meeting.
Stockholders of record at the close of business on March 18, 1998 are
entitled to notice of, and to vote at, the Annual Meeting and any
adjournments thereof. For ten days prior to the meeting, a complete list of
the stockholders entitled to vote at the meeting will be available for
examination by any stockholder for any purpose relating to the meeting
during ordinary business hours at the principal office of C-Cube
Microsystems Inc., which is located at 1778 McCarthy Boulevard, Milpitas,
California 95035.
By order of the Board of Directors
(End of item excerpt.)
to stockholders.
The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 is enclosed with this Proxy Statement.
SOLICITATION AND VOTING
The cost of soliciting proxies will be borne by the Company. The Company
has engaged Corporate Investor Communications Inc. ("CIC") to assist in the
solicitation of proxies for the Annual Meeting. The Company will pay
approximately $7,000 in fees for CIC's services and will reimburse CIC for
reasonable out-of-pocket costs.
In addition, the Company will request banks and brokers, and other
custodians, nominees and fiduciaries, to solicit their customers who have
stock of the Company registered in the names of such persons and will
reimburse them for their reasonable, out-of-pocket costs. The Company may
use the services of its officers, directors and regular employees to
solicit proxies, personally or by telephone, without additional
compensation.
Only stockholders of record as of the close of business on March 18,
1998, will be entitled to vote at the meeting and any adjournment thereof.
As of that date, there were 37,124,074 shares of common stock of the
Company, par value $.001 per share ("Common Stock"), issued and
outstanding. Stockholders may vote in person or by proxy. Each holder of
shares of Common Stock is entitled to one (1) vote for each share of stock
held on the proposals presented in this Proxy Statement.
QUORUM; VOTING OF PROXIES
The Company's By-Laws provide that a majority of all of the shares of the
stock entitled to vote, whether present in person or represented by proxy,
shall constitute a quorum for the transaction of business at the Annual
Meeting. Shares that are voted "FOR," "AGAINST" or "ABSTAIN" 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 and ratification of appointment of the Company's
independent public accountants). 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 when considered as Votes Cast.
(End of item excerpt.)
EXECUTIVE COMPENSATION AND OTHER MATTERS
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation of
the Chief Executive Officer of the Company and the four other most highly
compensated executive officers of the Company as of December 31, 1997:
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM
---------------------------------- COMPENSATION
OTHER ANNUAL AWARDS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION OPTIONS (#) COMPENSATION
Alexandre A. Balkanski 1997 207,500 79,744 5,400(2) 400,000 0
President and Chief 1996 199,999 487,153 5,400(2) 150,000 0
Executive Officer 1995 187,500(3) 277,345(3) 5,400(2) 500,000 0
John J. Hagedorn 1997 119,300(4) 14,952 0 150,000 0
Vice President of Finance 1996 -- -- -- -- --
and Administration, Chief 1995 -- -- -- -- --
Financial Officer and
Assistant Corporate
Secretary
Alexander D. Daly 1997 168,750 21,930 0 153,182(5) 0
Senior Vice President 1996 150,000 153,105 0 0 0
of Sales and Corporate 1995 83,500(6) 98,876 0 240,000 0
Marketing
Mark K. Allen 1997 182,500 23,923 0 198,651(5) 0
Senior Vice President 1996 175,000 167,024 0 40,000 0
of Operations 1995 145,337(7) 173,143 0 240,000 0
Richard Foreman 1997 161,250 21,930 0 180,000(5) 0
Vice President, Chief 1996 146,250 168,105 0 100,000 0
Information Officer 1995 131,250(8) 78,181 0 0 0
and Corporate Secretary
(End of item excerpt.)
PERFORMANCE GRAPH APPEARS HERE
MEASUREMENT PERIOD C-CUBE NASDAQ STOCK NASDAQ ELECTRONIC
(FISCAL YEAR COVERED) MICROSYSTEMS INC MARKET COMPONENTS STOCKS
Measurement Pt - 04/20/94 $100 $100 $100
FYE 12/31/94 $127 $103 $109
FYE 12/31/95 $833 $146 $181
FYE 12/31/96 $493 $180 $313
FYE 12/31/97 $218 $221 $328
(End of item excerpt.)
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