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Technology Stocks : Kulicke and Soffa -- Ignore unavailable to you. Want to Upgrade?


To: Michael Ohlendorf who wrote (3203)1/27/1999 7:59:00 PM
From: Maurice S. Green  Read Replies (1) | Respond to of 5482
 
Golly---my small position doubled today. Bought 10/20/98 at
13 1/2. Today 1/27/99 it closed at 27. Not too shabby.

Like I said a few posts ago, I never read a report so full of
warnings, but still it left me feeling like things would continue
up. What the proxy push is all about, I have no idea, but it seems
that management wants the stockholders to be fully informed. No
doubt something interesting is in the wings.



To: Michael Ohlendorf who wrote (3203)1/27/1999 8:26:00 PM
From: Ann Corrigan  Read Replies (1) | Respond to of 5482
 
Hi Michael,

Can't explain the proxy vote in detail. It has something to do with a law peculiar to the state of Pennsylvania(KLIC's Headqtrs) in respect to small investors and a buyout.

Apparently the telephone calls from the company encouraged shareholders to vote for the repeal of this portion of the corporations bylaws.

Hopefully, someone here can explain the situation more succinctly.

Ann



To: Michael Ohlendorf who wrote (3203)2/1/1999 6:04:00 PM
From: James A. Chiafery  Read Replies (1) | Respond to of 5482
 
January 22, 1999

Dear Shareholder:

By now you should have received a copy of the Kulicke & Soffa Industries Inc. 1999 Proxy and FY 1998 Annual Report and Form 10-K. If not, then the documents can be found on the K&S website at address: www.kns.com\ir\proxy\proxy.htm or by calling our Director of Investor Relations, Jim Chiafery at 215-784-6436. The complete sets of documents contain a full discussion of the proxy issues and current financial statements.

In addition to the election of directors and appointment of auditors there are two non-routine proposals on this year's proxy ballot.

The first non-routine item, Proposal #2 seeks approval for the Company to amend its Articles of Incorporation to opt out of an anti-takeover law applicable to Pennsylvania corporations. Under this law, a company acquiring or receiving 20% or more of K&S common shares would be forced to buy any shares offered by other shareholders for "fair value" (as defined by law). This feature makes acquiring companies with K&S stock potentially difficult. For example, a company K&S might want to acquire in a sizeable stock transaction could be forced to buy additional K&S stock offered by others. A potential seller of a business is not likely to take this risk. While there are no current agreements that would trigger this law, the Company has from time to time contemplated acquisitions for stock. Possible acquisitions, even friendly transactions approved by the K&S Board of Directors, could be adversely affected. Removal of this feature by voluntarily opting out, as a number of other publicly traded Pennsylvania companies have done, gives the Company more flexibility in pursuing its ongoing strategy of growth through acquisition.

The second non-routine item, Proposal #3, seeks an additional 2,000,000 shares of stock to be reserved for future grants under employee stock option plans. K&S' management compensation program has been designed to be shareholder-friendly, with key employees receiving a market driven base salary, annual incentives tied directly to achievement of individual and corporate goals, and long-term incentives in the form of stock options. The Company has substantially exhausted shares set aside under its stock option programs of 1988 and 1994. The additional 2,000,000 shares we are proposing to be reserved for future grants will allow us to continue with this compensation methodology.

The K&S Board of Directors recommends a vote FOR each proposal.

On behalf of the Board and our employees, let me thank you for your support. If you have any questions, please do not hesitate to call Jim Chiafery at the number above.

Sincerely,

C. Scott Kulicke
Chairman and Chief Executive Officer
Kulicke & Soffa Industries, Inc.