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Technology Stocks : CRUS, good buy? -- Ignore unavailable to you. Want to Upgrade?

To: ted quinn who wrote (5901)	6/6/1998 8:53:00 AM
From: Terrapin	Respond to of 8193

Here are some pieces of the PRE 14A - everyone should read the original document when they get a chance: "" NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Cirrus Logic, Inc. (the "Company"), a California corporation, will be held on Tuesday, July 21, at 2:00 p.m., local time, at the offices of the Company, 3100 West Warren Avenue, Fremont, California 94538 for the following purposes: 1. To elect directors to serve during the ensuing year. 2. To approve an amendment to the Company's 1989 Employee Stock Purchase Plan that will increase the number of shares of Common Stock available for grant under the plan by 300,000 shares. 3. To approve an amendment to the Company's 1996 Stock Plan that will increase the number of shares of Common Stock available for grant under the plan by 2,000,000 shares. 4. To approve amendments to the Company's 1990 Directors' Stock Option Plan as follows: . Increase the number of shares of Common Stock available for grant under the plan by 100,000 shares. .Extend the termination of the Directors' Plan from January 2000 to January 2010. .Increase the Initial Automatic Grant from 20,000 shares to 25,000 shares. .Extend the term of each grant from five years to ten years. .Amend the vesting schedule for Annual Automatic Options to be fully vested on date of grant. 5. To approve the reincorporation of the Company as a Delaware corporation and the Delaware Form of Indemnification Agreement. 6. To approve the setting of the number of authorized shares of Common Stock at 280,000,000 shares. 7. To ratify the appointment of Ernst & Young LLP as independent auditors of the Company. 8. 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 shareholders of record at the close of business on May 26, 1998, are entitled to notice of and to vote at the meeting and any continuation or adjournment thereof. For the Board of Directors Robert F. Donohue, Secretary Fremont, CaliforniaJune 12, 1998 NOMINEES FOR DIRECTOR Set forth below is certain information regarding the nominees: <TABLE> <CAPTION> DIRECTOR NAME AGE POSITION WITH THE COMPANY SINCE ---- --- ------------------------- -------- <C> <C> <S> <C> Michael L. Hack- worth(1)(4)............ 57 President, Chief Executive Officer, 1985 Chairman of the Board and Director Suhas S. Patil(1)(4).... 53 Chairman Emeritus and Director 1984 C. Gordon Bell(2)(4).... 63 Director 1990 D. James Guzy(1)(3)(4).. 62 Director 1984 Walden C. Rhines(1)(3).. 51 Director 1995 Robert H. Smith(2)(3)... 61 Director 1990 Alfred S. Teo........... 52 -- -- </TABLE>--------(1) Member of the Executive Committee (2) Member of the Audit Committee(3) Member of the Compensation Committee (4) Member of the Nominating Committee Mr. Teo has been the Chairman and Chief Executive Officer of Alpha Industries, Inc. of the Sigma Plastics Group since 1979, Chairman and Chief Executive Officer of Red Line Express since 1984, and of Hillman Eyes since 1992 and Alpha Technologies, Inc. since 1990. He is also a director of Fleet Bank, N.A., American Banknote Corporation, Navarre Corporation, a Trustee of St. Joseph's Hospital and of Stevens Institute of Technology. ""