-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CFHka4nT0E7Lhi6Fph7ajfu/u43+yux/TxLozdXm9LiXXONS7LGjIbQWner3m+tI /NKQ7G2lnxPUr9MijDYlyg== 0000891092-02-000841.txt : 20020712 0000891092-02-000841.hdr.sgml : 20020711 20020711163007 ACCESSION NUMBER: 0000891092-02-000841 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20020711 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CELERITEK INC/CA CENTRAL INDEX KEY: 0000919583 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770057484 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49108 FILM NUMBER: 02701210 BUSINESS ADDRESS: STREET 1: 3236 SCOTT BLVD CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4089865060 MAIL ADDRESS: STREET 1: 3236 SCOTT BLVD CITY: SANTA CLARA STATE: CA ZIP: 95054 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANAREN MICROWAVE INC CENTRAL INDEX KEY: 0000006314 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 160928561 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6635 KIRKVILLE RD CITY: EAST SYRACUSE STATE: NY ZIP: 13057 BUSINESS PHONE: 3154328909 MAIL ADDRESS: STREET 1: 6635 KIRKVILLE ROAD CITY: EAST SYRACUSE STATE: NY ZIP: 13057 FORMER COMPANY: FORMER CONFORMED NAME: MICRONETICS INC DATE OF NAME CHANGE: 19721103 SC 13D 1 e13649sc13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Celeritek, Inc. ------------------------------------------------------- (Name of Issuer) Common Stock ------------------------------------------------------- (Title of Class of Securities) 150926103 ------------------------------------------------------- (CUSIP Number) Tamer Husseini Celeritek, Inc. 3236 Scott Boulevard Santa Clara, California 95054 (408) 986-5060 ------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 1, 2002 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 150926103 SCHEDULE 13D - -------------------------------------------------------------------------------- 1. Names of Reporting Persons: Anaren Microwave, Inc. I.R.S. Identification Nos. of above persons (entities only): 16-0928561 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization New York - -------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power 777,300 Beneficially ----------------------------------------------------------- Owned by 8. Shared Voting Power - 0 - Each ----------------------------------------------------------- Reporting 9. Sole Dispositive Power 777,300 Person With ----------------------------------------------------------- 10. Shared Dispositive Power - 0 - - -------------------------------------------------------------------------------- 2 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 777,300 shares of Common Stock - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 6.35 % - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- Item 1. Security and Issuer This statement relates to shares of common stock, no par value (the "Common Stock"), of Celeritek, Inc., a California corporation ("Celeritek" or the "Corporation"). The Corporation's principal executive office is located at 3236 Scott Boulevard, Santa Clara, California 95054. Item 2. Identity and Background (a) This statement is being filed by Anaren Microwave, Inc., a New York corporation ("Anaren" or the "Reporting Person"). The information required to be disclosed under Items 2 through 6 of the Schedule 13D with respect to each director and executive officer of Anaren is set forth on Exhibit 1 hereto. Anaren is a publicly-traded company, and Anaren's management is not aware of any person that controls Anaren. (b) The principal business address of Anaren is 6635 Kirkville Road, East Syracuse, New York 13057. (c) Anaren designs, manufactures and sells complex microwave signal distribution networks and components for the wireless communications, satellite communications and defense electronics markets. (d) During the past five years, Anaren has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). 3 (e) During the past five years, Anaren has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Anaren is a New York corporation. Item 3. Source and Amount of Funds or Other Consideration The amount of funds used to purchase the shares of Common Stock described in Item 5(b) below was approximately $6,586,498. All of such funds came from Anaren's working capital. Item 4. Purpose of Transaction Anaren has been a customer of Celeritek for a number of years. Over the past couple of years, prior to March 4, 2002, Anaren's and Celeritek's management have discussed the possibility of sharing technologies, and at times Anaren has sought to discuss a potential business combination. Mr. Tamer Husseini, Chairman, President and Chief Executive Officer of Celeritek, has consistently informed Anaren that he was interested in potentially leveraging technologies but was not interested in any form of merger or other business combination. On March 4, 2002, Anaren contacted Mr. Husseini by certified letter to express its continuing interest in discussing the terms of a possible business combination transaction with Celeritek. Shortly thereafter, Mr. Husseini orally responded that he was not interested in discussing any such transaction. On June 10, 2002, Anaren again wrote Mr. Husseini, with copies provided to Celeritek's board members, to express its continuing interest in discussing the terms of a potential business combination transaction with Celeritek. On June 13, 2002, Mr. Husseini sent a written response to Mr. Lawrence A. Sala, Anaren's Chairman, President and Chief Executive Officer, informing Mr. Sala that Anaren's June 10, 2002 letter would be included on the agenda for Celeritek's August board meeting. Anaren believes that a business combination of Anaren and Celeritek would be in the best interest of the respective shareholders, customers and employees of both companies. Further, Anaren believes that a potential transaction between Celeritek and Anaren is too significant to delay initial consideration by Celeritek's board until an unspecified date in August. Accordingly, Anaren hopes to rapidly begin a dialogue with Celeritek. If Celeritek is receptive to Anaren's overtures, Anaren would seek to enter into a confidentiality agreement, perform customary due diligence and negotiate an acquisition agreement pursuant to which Anaren would acquire Celeritek, with the form and terms of the consideration to be paid to be determined. In the event that, at any time, Anaren is not satisfied with Celeritek's response to its overtures, Anaren will evaluate possible other actions. Such actions, which could be pursued at any time, may include without limitation, (i) commencement of a tender or exchange offer for the Common Stock, and (ii) initiation of shareholder action intended to facilitate a business combination, including without limitation, solicitation of consents to call a special meeting of Celeritek's shareholders, proposals to seek a sale of Celeritek, redemption of Celeritek's shareholder rights plan and removal of any other impediments to a business combination, and the removal of all or certain members of, or the expansion of, Celeritek's board of directors and election of directors who would be willing to consider and pursue a sale of Celeritek. Anaren may also contact and consult with other shareholders of Celeritek concerning Celeritek, its prospects, and any or all of the foregoing matters. 4 Anaren intends to review its investment in Celeritek on a continuing basis and, depending on various factors, including but not limited to Celeritek's business, financial position, other developments concerning Celeritek, the price level of the Common Stock, conditions in the securities market and general economic and industry conditions, as well as other investment opportunities available to it, may in the future take such actions with respect to its investment in Celeritek as it deems appropriate in light of the circumstances existing from time to time. Without limiting the generality of the foregoing, Anaren may purchase additional shares of Common Stock, or dispose of all or a portion of the shares of Common Stock owned by it, in the open market, in privately negotiated transactions or otherwise. There can be no assurance that any business combination transaction will occur. A copy of each of the March 4, June 10 and June 13 letters referenced above is attached hereto as Exhibits 2, 3 and 4, respectively. Item 5. Interest in Securities of the Issuer (a) According to Celeritek's Annual Report on Form 10-K for the fiscal year ended March 31, 2002, as of May 24, 2002, Celeritek had issued and outstanding 12,232,464 shares of Common Stock. (b) Anaren is the beneficial owner of 777,300 shares of Common Stock or approximately 6.35% of the outstanding Common Stock. Anaren has the sole power to vote, or to direct the vote of, all of such shares. (c) Anaren acquired its shares of Common Stock in open market transactions. The trading dates, number of shares purchased, price per share, and total price paid by Anaren during the past 60 days are set forth on Exhibit 5 hereto. (d) Anaren is not aware of any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock disclosed in Item 5 hereof. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Anaren does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of Celeritek. 5 Item 7. Material to Be Filed as Exhibits Exhibit 1 - Certain information concerning the directors and executive officers of Anaren. Exhibit 2 - Letter dated March 4, 2002 from Anaren to Celeritek. Exhibit 3 - Letter dated June 10, 2002 from Anaren to Celeritek. Exhibit 4 - Letter dated June 13, 2002 from Celeritek to Anaren. Exhibit 5 - Certain information concerning the purchases of Common Stock by Anaren. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATE: July 11, 2002 ANAREN MICROWAVE, INC. By: /s/ Lawrence A. Sala ---------------------------------- Name: Lawrence A. Sala Title: Chairman, President and Chief Executive Officer 6 EX-1 3 e13649ex1.txt DIRECTOR AND OFFICER INFORMATION EXHIBIT 1 CERTAIN INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF ANAREN MICROWAVE, INC. The following table sets forth the name and principal occupation of the directors and executive officers of Anaren Microwave, Inc. The business address of each individual is c/o Anaren Microwave, Inc., 6635 Kirkville Road, East Syracuse, New York 13057. For purposes of this table, unless otherwise stated, the directors' principal occupations are with Anaren Microwave, Inc. DIRECTORS - -------------------------------------------------------------------------------- NAME PRINCIPAL OCCUPATION - -------------------------------------------------------------------------------- Lawrence A. Sala. President, Chief Executive Officer and Chairman - -------------------------------------------------------------------------------- Carl W. Gerst, Jr. Chief Technical Officer and Vice Chairman - -------------------------------------------------------------------------------- Dale F. Eck Director of The Entwistle Company and former Vice President of Finance and Treasurer of The Entwistle Company - -------------------------------------------------------------------------------- Dr. David Wilemon Professor of Marketing and Innovation Management at the Syracuse University School of Management - -------------------------------------------------------------------------------- Matthew Robison Senior Vice President at Ferris, Baker, Watts, Inc. - -------------------------------------------------------------------------------- Herbert I. Corkin Chairman of the Board of The Entwistle Company - -------------------------------------------------------------------------------- EXECUTIVE OFFICERS - -------------------------------------------------------------------------------- NAME PRINCIPAL OCCUPATION - -------------------------------------------------------------------------------- Lawrence A. Sala President, Chief Executive Officer and Chairman - -------------------------------------------------------------------------------- Carl W. Gerst, Jr. Chief Technical Officer and Vice Chairman - -------------------------------------------------------------------------------- Gert R. Thygesen Vice President of Technology - -------------------------------------------------------------------------------- Mark P. Burdick Vice President and General Manager - -------------------------------------------------------------------------------- Joseph E. Porcello Vice President, Finance and Treasurer - -------------------------------------------------------------------------------- Stanley S. Slingerland Vice President, Human Resources - -------------------------------------------------------------------------------- Timothy P. Ross Vice President, Corporate Business Development - -------------------------------------------------------------------------------- Thomas J. Passaro, Jr. Vice President and President of RF Power Components, Inc. - -------------------------------------------------------------------------------- Raymond C. Simione Vice President and President of Amitron, Inc. - -------------------------------------------------------------------------------- 7 None of the persons identified in this Exhibit 1: (i) during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) during the last five years, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws; (iii) is presently the beneficial owner of any shares of the common stock of Celeritek, Inc.; (iv) has effected any transactions in the common stock of Celeritek, Inc. during the last 60 days; (v) other than Anaren Microwave, Inc., knows of any person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock of Celeritek, Inc.; or (vi) is a party to any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of Celeritek, Inc. 8 EX-2 4 e13649ex_2.txt LETTER DATED MARCH 4, 2002 EXHIBIT 2 [ANAREN MICROWAVE, INC. LETTERHEAD] March 4, 2002 CERTIFIED MAIL RETURN RECEIPT REQUESTED - ------------------------ Mr. Tamer Husseini President and Chief Executive Officer Celeritek, Inc. 3236 Scott Blvd. Santa Clara, CA 95054 Dear Tamer, Anaren's Board of Directors has authorized me to express our continuing interest in acquiring Celeritek. I believe that our technologies and cultures are very complimentary and that together we have the potential to be a leading global supplier of microwave technology. I also believe that a transaction would be beneficial to both Celeritek's and Anaren's shareholders, customers and employees. In the wireless market, Anaren has been quite successful in building strong technically based relationships with all of the leading infrastructure OEMs. In addition to our passive components for high power applications, we have introduced miniaturized low power passive and multi-function modules for receive and control applications. In addition, we are currently implementing Low Temperature Co-fired Ceramic (LTCC) technology to enhance our ability to participate in module level solutions for active functions. Our extensive passive design expertise and design libraries, coupled with our experience and knowledge of active device performance, positions Anaren uniquely to address module level solutions. We believe very strongly that we could not only assist Celeritek in further penetrating the wireless infrastructure market, but also jointly develop module level solutions using Anaren's multi-layer PTFE and ceramic technologies and Celeritek's active devices. In fact, we are currently developing a balanced LNA that is representative of the potential products an Anaren/Celeritek partnership could produce. To more aggressively penetrate the wireless market, we have established a direct field sales organization with a strong microwave engineering background that could readily assimilate Celeritek's technology. We now have direct sales engineers located in the U.K., China, California and Philadelphia. We have also been very successful in developing an excellent staff of microwave design engineers and could readily establish a design center for GaAs products in Syracuse. In addition to having a 20 year relationship with leading microwave engineering universities in Scandinavia, we have also been instrumental in establishing a microwave engineering program at Syracuse University. This continuing flow of new engineering talent 9 Mr. Tamer Husseini March 4, 2002 Page 2 coupled with our excellent retention rate in Syracuse has enabled us to develop a world-class microwave engineering organization. On the Defense side, as you know Anaren and Celeritek participate on many of the same defense programs. As a result, we could easily reduce our business development costs and leverage our joint technology advantage to improve overall profitability and increase our market share. In addition, over the last seven years we have successfully developed a strong Space business and could assist Celeritek in penetrating that market if it makes strategic sense. We have found the Space business to be very complimentary to our Defense business as well as an excellent source of technology development. Celeritek's technology would also allow us to move up the food chain to complete active array antennas for space, defense, and commercial applications. Finally, Anaren is currently developing miniaturized passive components targeting subscriber applications. Again, these products are very complimentary to those marketed by Celeritek and together we could offer both the business stature and broad product portfolio that is required to compete in today's subscriber market. I could go on at length on what I believe are true synergies and opportunities for an Anaren/Celeritek partnership. Although I am mindful that far more acquisitions fail than succeed, Anaren has made several acquisitions over the last couple of years that are representative of the potential for success. Specifically, since acquiring RF Power two years ago, we have totally consolidated sales, advertising, order taking, and more importantly we have infused design engineering talent and capital. The result is that RF Power is now the leading termination supplier at both Ericsson and Nokia and has also obtained significant design wins at Lucent and Motorola. Prior to our acquisition, RF Power had no penetration with any of these OEMs. In August, 2001, we acquired Amitron Inc., a Massachusetts based thick film ceramic substrate manufacturer. Subsequent to the acquisition, we established a design center for ceramic components in Syracuse and are investing to implement LTCC manufacturing capability at Amitron. We are also scheduled to introduce our first ceramic component for wireless subscriber applications in June, just nine months after acquiring Amitron. Eighteen months ago we acquired Ocean Microwave, and this month we are introducing our new "Xinger(R) Circulator" which combines Ocean's circulator design technology with Anaren's Xinger(R) modeling and packaging. The result is a revolutionary innovation that leapfrogs 30 plus years of isolator/circulator product evolution. Equally important, all members of the acquired companies' key management teams are still employed and have integrated exceptionally well into our organization. In summary, I believe that we can significantly add value for the shareholders of both companies. I also believe that we can accomplish far more together than we can independently, and that Anaren offers the best partner for Celeritek. I am also confident that we can structure an appropriate compensation package for you that would be financially rewarding and allow you to share in the growth of the merged entity. 10 After reviewing this letter, I would ask that you contact me to arrange a mutually convenient time to meet to discuss Anaren's sincere interest in acquiring Celeritek. Given the current dynamics of the wireless market, I would hope that we could meet within the next couple of weeks, schedules permitting, to outline the potential structure of a merger transaction. Tamer, I look forward to working with you and your key management team to make this transaction a success. Very truly yours, Anaren Microwave, Inc. /s/ Lawrence A. Sala - -------------------- Lawrence A. Sala President & CEO 11 EX-3 5 e13649ex_3.txt LETTER DATED JUNE 10, 2002 EXHIBIT 3 [ANAREN MICROWAVE, INC. LETTERHEAD] June 10, 2002 CERTIFIED MAIL RETURN RECEIPT REQUESTED - ------------------------ Mr. Tamer Husseini President and Chief Executive Officer Celeritek, Inc. 3236 Scott Blvd. Santa Clara, CA 95054 Dear Tamer: Anaren Microwave, Inc.'s Board of Directors has authorized me to express our interest in a merger with Celeritek. We are sending copies of this letter to each of Celeritek's Board Members to emphasize the seriousness of our interest. We strongly believe that a merger would be beneficial to both Celeritek's and Anaren's shareholders, customers and employees. Anaren is a leading global supplier of microwave technology founded in 1967 serving the major OEMs in the wireless, space and defense electronics markets. Our management team averages over 20 years of service with Anaren, and I personally have been at Anaren for over 18 years. In addition, our co-founder, Carl Gerst, continues to be actively engaged as our Chief Technical Officer. Anaren has been a NASDAQ listed company for over 30 years with a current market capitalization of approximately $300 million, no debt, and a cash balance in excess of $100 million. We have been continuously profitable on an operating and net income basis since 1996, and have generated more than $50 million in positive operating cash flow during that period. In the past two and one half years, we have acquired and have successfully integrated four companies including a Netherlands based design, manufacturing and sales operation. In addition, we have expanded our sales and manufacturing capabilities by establishing sales offices in the United Kingdom, California, Pennsylvania, and Asia as part of our newly established Suzhou, China manufacturing operation. Similar to Celeritek, we serve the wireless (65% of our net sales), space (17%) and defense (18%) markets, and have been a significant customer of Celeritek since its inception. Our heritage with passive devices readily compliments Celeritek's design and manufacturing expertise with active technologies. Notably, we also have a very strong position in the wireless infrastructure market complementing Celeritek's successful penetration of the hand set market. Finally, with the tremendous strides Anaren has made in increasing sales and distribution capabilities, we can readily accommodate the marketing and sales of Celeritek's products. 12 Page 2. June 10, 2002 As we outlined in our letter of March 4, 2002, we anticipate that substantial synergies would be derived from a merger. Specifically, as we accomplished with our RF Power ("RFP") acquisition, we believe we can leverage Celeritek's technologies into our existing customer base of wireless infrastructure OEMs like Ericsson, Nokia, Motorola and Lucent. Since Anaren's acquisition of RFP two years ago, RFP has become the leading termination supplier at both Ericsson and Nokia. Notably, RFP had not conducted business with either entity prior to merging with Anaren. In addition, our extensive passive design expertise and design libraries, coupled with our experience and knowledge of active device performance, uniquely positions Anaren to address module level solutions. We believe very strongly that we can develop multi-function modules integrating Celeritek's active devices with Anaren's multi-layer PTFE and ceramic technologies. In fact, we are currently developing a balanced LNA that is representative of the potential products an Anaren/Celeritek union could produce. Similarly, we acquired Ocean Microwave in August, 2000 and recently introduced our new Xinger circulator which combines Ocean's circulator design technology with Anaren's Xinger modeling and packaging. The result is a revolutionary innovation that leapfrogs 30 plus years of circulator product evolution. Anaren is also currently developing miniaturized passive components targeting wireless subscriber applications. These products are highly complimentary to those marketed by Celeritek, and united we could offer both the business stature and broad product portfolio that is required to effectively compete in today's subscriber market. In the Defense markets, Anaren and Celeritek participate on many of the same defense programs, such as the ITT - IDECM and Lockheed Martin - ALQ-210. As a result, we could easily reduce our business development costs and leverage a combined Anaren/Celeritek technological advantage to improve overall profitability and increase market share. In addition, over the last seven years we have successfully developed a strong Space business and could assist Celeritek in penetrating that market if it makes strategic sense. Celeritek's technology would also allow the combined entity to move up the food chain to build complete active array antennas for space, defense, and commercial applications. These are just a few of what we believe are the achievable synergies and opportunities for an Anaren/Celeritek partnership. Anaren has made several successful acquisitions over the last couple of years that indicate a high probability of success. Equally important, all members of the acquired companies' key management teams are still employed and have integrated exceptionally well into our organization. We take pride in the fact that we have been successful in structuring appropriate compensation packages for key managers that have allowed them to share in the growth of the merged entity. In addition, Anaren grants stock options to all employees. 13 Page 3. June 10, 2002 For the reasons outlined above there is a high likelihood that an Anaren/Celeritek merger would be successful. Based on the relative size of our two organizations, we believe a transaction comprised of stock and cash would enable both employees and shareholders of Celeritek to benefit from the impact that Celeritek can have on the combined entity. In this regard, Celeritek shareholders would receive Anaren's stock that has also been significantly depressed by the market over the past 18 months, providing the opportunity for all shareholders to participate in the "whole" Company's future success. In order to allow you and your Board an opportunity to consider this proposal carefully, we want to emphasize that this letter does not constitute an offer or a binding obligation of either party. Any transaction is of course subject to negotiation of a definitive agreement and final approval of our Board of Directors. I would appreciate very much that this letter remains in the confidence of Celeritek and its advisors. We are enthusiastic about the prospects of a merger between Celeritek and Anaren. After reviewing this letter, we would hope that Celeritek's Board would authorize management to enter into meaningful discussions with Anaren to accomplish a successful merger. We are prepared to meet with the appropriate Celeritek representatives at their earliest convenience. We look forward to working with you and your management team to make this transaction a success. Very truly yours, ANAREN MICROWAVE, INC. /s/ Lawrence A. Sala - ------------------------- Lawrence A. Sala President, Chairman & CEO cc: Robert J. Gallagher Thomas W. Hubbs William D. Rasdal Charles P. Waite 14 EX-4 6 e13649ex_4.txt LETTER DATED JUNE 13, 2002 EXHIBIT 4 [CELERITEK, INC. LETTERHEAD] June 13, 2002 Mr. Lawrence A. Sala President, Chairman & CEO Anaren Microwave, Inc. 6635 Kirkville Rd. East Syracuse, New York 13057 Dear Larry: The members of my Board and I received your letter dated June 10, 2002. Anaren has been and continues to be a good customer and we consider your letter to be a serious matter and will treat it accordingly. At our next Board meeting in August your letter will be on the agenda and I will write to you shortly after to review what the next step might be. Sincerely, /s/ Tamer Husseini - ------------------------- Tamer Husseini Chairman, President & CEO 15 EX-5 7 e13649ex5.txt COMMON STOCK PURCHASE INFORMATION EXHIBIT 5 CERTAIN INFORMATION CONCERNING PURCHASES OF CELERITEK, INC. COMMON STOCK BY ANAREN MICROWAVE, INC. Number of Shares Per Share Trade date Purchased Price Total Cost - ---------- --------- --------- ---------- 5/13/2002 10,000 $8.9030 $89,030.00 5/14/2002 30,000 9.0333 270,999.00 5/16/2002 15,000 8.8833 133,249.50 5/17/2002 1,700 8.7000 14,790.00 5/21/2002 5,000 8.7000 43,500.00 5/22/2002 5,000 8.5210 42,605.00 5/23/2002 100,000 7.9500 795,000.00 5/28/2002 25,000 7.9600 199,000.00 5/29/2002 10,000 8.0000 80,000.00 6/03/2002 10,000 8.1210 81,210.00 6/04/2002 3,200 8.0500 25,760.00 6/05/2002 6,000 8.0800 48,480.00 6/06/2002 6,200 7.9806 49,479.72 6/07/2002 5,600 7.5386 42,216.16 6/10/2002 3,300 7.5500 24,915.00 6/11/2002 10,000 7.4000 74,000.00 6/12/2002 5,000 7.0000 35,000.00 6/13/2002 1,200 6.8725 8,247.00 6/19/2002 8,100 6.8617 55,579.77 7/01/2002 75,000 6.9100 518,250.00 7/02/2002 30,000 6.8700 206,100.00 7/03/2002 54,400 6.7531 367,368.64 7/05/2002 14,000 6.8500 95,900.00 7/09/2002 25,000 6.7464 168,660.00 16 -----END PRIVACY-ENHANCED MESSAGE-----