-----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, OIFFZB/f1ndmIFyp24xw9y40ixHOytB9g7yUzUu2WuO5qyqAfr5lasxShh2JxfT+ NtwDi7PbviW2SUU3mo6CXw== 0000922423-02-000903.txt : 20020813 0000922423-02-000903.hdr.sgml : 20020813 20020813151001 ACCESSION NUMBER: 0000922423-02-000903 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020629 FILED AS OF DATE: 20020813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SILICONIX INC CENTRAL INDEX KEY: 0000090283 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 941527868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-03698 FILM NUMBER: 02729424 BUSINESS ADDRESS: STREET 1: 2201 LAURELWOOD RD CITY: SANTA CLARA STATE: CA ZIP: 95056 BUSINESS PHONE: 4089888000 MAIL ADDRESS: STREET 1: 2201 LAURELWOOD RD CITY: SANTA CLARA STATE: CA ZIP: 95056 10-Q 1 kl08021_10-q.txt FORM 10-Q QUARTERLY REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) - OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 2002 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number 0-3698 SILICONIX INCORPORATED (Exact name of registrant as specified in its charter) Delaware 94-1527868 ---------------------------- ------------------ (State or other jurisdiction (I.R.S. Employer of incorporation Identification No.) or organization) 2201 Laurelwood Road, Santa Clara, California 95054 (Address of principal executive offices) Registrant's telephone number including area code (408) 988-8000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __ ---- Indicate the number of shares outstanding of each of the registrant's classes of common stock: Common stock, $0.01 par value -- 29,879,040 outstanding shares as of August 12, 2002. 1 SILICONIX INCORPORATED TABLE OF CONTENTS TO FORM 10-Q Part I. Financial Information Page No. Item 1 Financial Statements Consolidated Statements of Operations for the three and six months ended June 29, 2002 and June 30, 2001 3 Consolidated Balance Sheets as of June 29, 2002 and December 31, 2001 4 Consolidated Statements of Cash Flows for the six months ended June 29, 2002 and June 30, 2001 5 Notes to Consolidated Financial Statements 6 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Part II. Other Information Item 1 Legal Proceedings 11 Item 4 Submission of Matters to a Vote of Security Holders 12 Item 6 Exhibits and Reports on Form 8-K 13 Signatures 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements.
SILICONIX INCORPORATED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share amounts) Three Months Ended Six Months Ended June 29, June 30, June 29, June 30, 2002 2001 2002 2001 ---------- --------- --------- --------- Net sales $ 94,935 $ 73,288 $ 178,537 $ 161,425 Cost of sales 65,661 54,042 124,855 113,853 --------- --------- --------- --------- Gross profit 29,274 19,246 53,682 47,572 Operating expenses: Research and development 5,504 4,651 10,266 8,986 Selling, marketing, and administration 11,073 10,279 20,698 21,626 Goodwill amortization -- 115 -- 229 --------- --------- --------- --------- Operating income 12,697 4,201 22,718 16,731 Interest income 635 1,385 1,488 3,563 Other income (expense) - net 810 1,160 788 (11) --------- --------- --------- --------- Income before taxes and minority interest 14,142 6,746 24,994 20,283 Income taxes (2,882) (1,597) (5,473) (4,840) Minority interest in income of consolidated subsidiary (60) (59) (118) (118) --------- --------- --------- --------- Net income $ 11,200 $ 5,090 $ 19,403 $ 15,325 ========= ========= ========= ========= Net income per share (basic and diluted) $ 0.37 $ 0.17 $ 0.65 $ 0.51 ========= ========= ========= ========= Shares used to compute earnings per share 29,879 29,879 29,879 29,879 ========= ========= ========= =========
See accompanying Notes to Consolidated Financial Statements. 3
SILICONIX INCORPORATED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands) June 29, December 31, 2002 2001 ----------- ------------ Assets Current assets: Cash and cash equivalents $ 180,499 $ 167,236 Accounts receivable, less allowances 41,185 33,644 Accounts receivable from affiliates 13,344 12,457 Inventories 64,577 61,302 Other current assets 22,621 17,801 Deferred income taxes 5,058 5,058 --------- --------- Total current assets 327,284 297,498 --------- --------- Property, plant, and equipment, at cost: Land 1,715 1,715 Buildings and improvements 55,356 53,946 Machinery and equipment 354,927 352,196 --------- --------- 411,998 407,857 Less accumulated depreciation 255,978 237,378 --------- --------- Net property, plant, and equipment 156,020 170,479 Goodwill 7,445 7,445 Other assets 286 376 --------- --------- Total assets $ 491,035 $ 475,798 ========= ========= Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 26,219 $ 17,800 Accounts payable to affiliates 12,922 36,692 Accrued payroll and related compensation 8,403 6,409 Other accrued liabilities 27,208 18,274 --------- --------- Total current liabilities 74,752 79,175 --------- --------- Long-term debt, less current portion 2,226 2,001 Deferred income taxes 15,010 15,010 Other non-current liabilities 36,976 36,976 Minority interest 3,725 3,666 --------- --------- Total liabilities 132,689 136,828 --------- --------- Commitments and contingencies Stockholders' equity: Common stock 299 299 Additional paid-in-capital 59,370 59,370 Retained earnings 299,505 280,102 Accumulated other comprehensive loss (828) (801) --------- --------- Total stockholders' equity 358,346 338,970 --------- --------- Total liabilities and stockholders' equity $ 491,035 $ 475,798 ========= =========
See accompanying Notes to Consolidated Financial Statements. 4
SILICONIX INCORPORATED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Six Months Ended June 29, June 30, 2002 2001 ---------- ---------- Cash flows from operating activities: Net income $ 19,403 $ 15,325 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 20,292 20,675 Deferred income taxes -- 1,880 Other non-cash expenses 225 64 Changes in assets and liabilities, net of acquisitions: Accounts receivable (7,541) 33,374 Accounts receivable from affiliates (887) 14,308 Inventories (3,275) (1,112) Other assets (4,754) (3,964) Accounts payable 8,419 (24,648) Accounts payable to affiliates (23,770) (14,254) Accrued liabilities 10,987 (18,011) --------- --------- Net cash provided by operating activities 19,099 23,637 --------- --------- Cash flows from investing activities: Purchase of property, plant, and equipment (5,865) (15,651) Proceeds from sale of property, plant, and equipment 56 5 --------- --------- Net cash used in investing activities (5,809) (15,646) --------- --------- Cash flows from financing activities: Proceeds from restricted common stock -- 2 --------- --------- Net cash provided by financing activities -- 2 --------- --------- Effect of exchange rate changes on cash and cash equivalents (27) 20 --------- --------- Net increase in cash and cash equivalents 13,263 8,013 Cash and cash equivalents: Beginning of period 167,236 134,265 --------- --------- End of period $ 180,499 $ 142,278 ========= =========
See accompanying Notes to Consolidated Financial Statements. 5 SILICONIX INCORPORATED Notes to Consolidated Financial Statements (Unaudited) Note 1. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of the management of the Company, the consolidated financial statements appearing herein contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results for, and as of the end of, the periods indicated. These statements should be read in conjunction with the Company's December 31, 2001 consolidated financial statements and notes thereto. The results of operations for the first six months of 2002 are not necessarily indicative of the results to be expected for the full year. Note 2. Inventories The components of inventory are as follows: June 29, December 31, (In thousands) 2002 2001 ------------- -------------- Finished goods $ 19,011 $ 20,985 Work-in-process 36,247 32,963 Raw materials 9,319 7,354 ------------- -------------- $ 64,577 $ 61,302 ============= ============== Note 3. Contingencies As of June 29, 2002, the Company remained a party to two environmental proceedings. The first involves property that the Company vacated in 1972. In July 1989, the California Regional Water Quality Control Board ("RWQCB") issued Cleanup and Abatement Order No. 89-115 both to the Company and the current owner of the property. The Order alleged that the Company contaminated both the soil and the groundwater on the property by the improper disposal of certain chemical solvents. The RWQCB considered both parties to be liable for the contamination and sought to have them decontaminate the site to acceptable levels. The Company subsequently reached a settlement of this matter with the current owner of the property. The settlement provided that the current owner will indemnify the Company and its employees, officers, and directors against any liability that may arise out of any governmental agency actions brought for environmental cleanup of the subject site, including liability arising out of RWQCB Order No. 89-115, to which the Company remains nominally subject. The second proceeding involves the Company's Santa Clara, California facility, which the Company has owned and occupied since 1969. In February 1989, the RWQCB issued Cleanup and Abatement Order No. 89-27 to the Company. The Order was based on the discovery of contamination of both the soil and the groundwater on the property by certain chemical solvents. The Order called for the Company to specify and implement interim remedial actions and to evaluate final remedial alternatives. The RWQCB issued a subsequent order requiring the Company to complete the decontamination. The Company has substantially complied with the RWQCB's orders. In management's opinion, based on discussions with legal counsel and other considerations, the ultimate resolution of the above-mentioned matters is not expected to have a material adverse effect on the Company's consolidated financial condition or results of operations. 6 In February and March 2001, several purported class action complaints were filed in the Court of Chancery in and for New Castle County, Delaware and the Superior Court of the State of California against Vishay, the Company, and the Company's directors in connection with Vishay's announced proposal to purchase all issued and outstanding shares of the Company not already owned by Vishay. The class actions, filed on behalf of all non-Vishay Siliconix shareholders, allege, among other things, that Vishay's proposed offer was unfair and a breach of fiduciary duty. One of the Delaware class actions also contains derivative claims against Vishay on behalf of the Company alleging self-dealing and waste because Vishay purportedly usurped the Company's inventory and patents, appropriated the Company's separate corporate identity, and obtained a below-market loan from the Company. In May 2001, the Delaware Court of Chancery consolidated the several class action complaints described above. On or about May 31, 2001, lead plaintiff Fitzgerald served an amended complaint, an application for a preliminary injunction against proceeding with or taking steps to give effect to Vishay's proposed tender offer or the contemplated short-form merger, and a motion to expedite proceedings and additional discovery requests. In addition to his prior allegations, plaintiff claimed, among other things, that in connection with the proposed offer and short-form merger, defendants allegedly violated (i) their duty to deal fairly from a timing and process perspective with the minority shareholders of Siliconix, (ii) their duties of loyalty and candor, and (iii) Vishay's obligations to pay a fair price to the Siliconix minority shareholders. Following expedited discovery and briefing, on June 19, 2001, the Delaware Court of Chancery issued its order denying Fitzgerald's motion for a preliminary injunction. The Court found that Fitzgerald had not succeeded in demonstrating that he had a reasonable probability of success on the merits of his claims. The Company and Vishay filed motions to dismiss the verified amended complaint on June 6, 2001. Vishay filed a motion for summary judgment on June 25, 2001. The motions to dismiss and for summary judgment are pending. On July 3, 2001, the California Superior Court entered an order staying the California state-court actions that had been filed against the Company and Vishay in connection with Vishay's earlier proposal. On April 25, 2001, the Company initiated a lawsuit against General Semiconductor, Inc. In its complaint, the Company asserted claims that General Semiconductor is infringing United States Letters Patent Nos. 5,072,266 and 5,298,442 relating to certain power MOSFET products. General Semiconductor has denied the material allegations in the Company's complaint and has asserted various affirmative defenses. General Semiconductor also has asserted counterclaims for patent misuse and unfair competition against the Company, seeking a declaratory judgment of non-infringement, invalidity and/or unenforceability and seeking injunctive relief, damages, attorneys' fees and costs. The Company has not responded to those counterclaims. On November 2, 2001, General Semiconductor was acquired by Vishay, which owns 80.4% of the Company. The Company and General Semiconductor have agreed to settle the lawsuit. It is expected that the settlement agreement will be signed in the third quarter of 2002. On November 2, 1999, the Company initiated a lawsuit against Fairchild Semiconductor Corporation. In its complaint, the Company asserted claims that Fairchild is infringing United States Letters Patent Nos. 5,072,266 and 5,298,442 relating to certain power MOSFET products. Fairchild denied the material allegations in the Company's complaint and asserted various affirmative defenses. On July 24, 2002, the Company and Fairchild Semiconductor International, Inc. (NYSE: FCS), announced a settlement on mutually agreeable terms. The settlement was reached due to the parties' desire to establish a long-term cooperative business relationship and to avoid future litigation. As part of the settlement, the Company granted Fairchild a license to the two patents. The specific terms of the license and other details of the settlement are confidential. The Company is engaged in discussions with various parties regarding patent licensing and cross patent licensing issues. In the opinion of management, the outcome of these discussions will not have a material adverse effect on the Company's consolidated financial condition or overall trends in the results of operations. 7 Note 4. Comprehensive Income The following are the components of comprehensive income:
(In thousands) Three Months Ended Six Months Ended June 29, June 30, June 29, June 30, 2002 2001 2002 2001 --------- ---------- ---------- -------- Net Income $ 11,200 $ 5,090 $ 19,403 $ 15,325 Other comprehensive income (loss): Foreign currency translation adjustment (26) 6 (27) 20 -------- -------- -------- -------- Total other comprehensive income (loss) (26) 6 (27) 20 Comprehensive income $ 11,174 $ 5,096 $ 19,376 $ 15,345 ======== ======== ======== ========
Note 5. Segment Reporting The Company is engaged primarily in the design, marketing, and manufacturing of power and analog semiconductor products. The Company is organized into three operating segments, which due to their inter-dependencies, similar long-term economic characteristics, and shared production processes and distribution channels have been aggregated into one reportable segment. Note 6. Earnings Per Share Basic earnings per common share are computed by using weighted average common shares outstanding during the period. Diluted earnings per common share incorporates the incremental shares issuable upon the assumed exercise of stock options when diluted. Due to the Company's simple capital structure, basic and diluted earnings per share are the same. Note 7. Change in Accounting Effective January 1, 2002, amortization of goodwill is no longer permitted in accordance with Statement of Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets". The non-amortization of goodwill in the second quarter of 2001 and the first half of 2001 would have resulted in an increase in operating income of $115,000 and $229,000, respectively. 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations Net sales for the second quarter of 2002 were $94.9 million compared to $73.3 million for the second quarter of 2001. Net sales for the first half of 2002 were $178.5 million compared to $161.4 million for the first half of 2001. The improvement in the Company's business that began in the fourth quarter of 2001 has continued into the second quarter of 2002. The portable computer, lithium ion battery pack, and game console markets have been the principal drivers although there has been some uncertainty recently in the portable computer market, which led to softer bookings in Asia Pacific late in the second quarter and into the third quarter of 2002. The desktop computer market has been slower than expected, consistent with recent announcements from some of the Company's customers. At the same time, the Company has observed an increase in cellular telephone production. However, the Company does not have a great deal of visibility beyond the third quarter. Gross profit as a percentage of net sales in the second quarter of 2002 was 31% compared to 26% for the second quarter of 2001. Gross profit as a percentage of net sales in the first half of 2002 was 30% compared to 29% for the first half of 2001. The improvement in the Company's gross profit as a percentage of net sales resulted from higher capacity utilization, cost reduction programs and firming pricing. Research and development expenses were $5.5 million for the second quarter of 2002 compared to $4.7 million for the second quarter of 2001, a 17% increase. Research and development expenses were $10.3 million for the first half of 2002 compared to $9.0 million for the first half of 2001, a 14% increase. The Company continues its commitment to the development of new products and technologies. During the first half of 2002, the Company introduced 61 new products and secured 461 new designs. Additional new technology platforms have also been developed which will allow the Company's products to provide significant performance improvements over competitive solutions. Newer technologies are also being used to help reduce the Company's manufacturing costs. Selling, marketing, and administration expenses were $11.1 million for the second quarter of 2002 compared to $10.3 million for the second quarter of 2001. Selling, marketing, and administration expenses were $20.7 million for the first half of 2002 compared to $21.6 million for the first half of 2001. The sequential increase in the second quarter was mainly due to increased sales and marketing spending, in line with higher revenues and new product introduction. The Company's selling, marketing, and administration expenses as a percentage of net sales were 12% and 14% for the second quarter of 2002 and 2001 respectively. The Company's selling, marketing, and administration expenses as a percentage of net sales were 12% and 13% for the first half of 2002 and 2001, respectively. Interest income for the second quarter of 2002 was $0.6 million compared to $1.4 million for the second quarter of 2001. Interest income for the first half of 2002 was $1.5 million compared to $3.6 million for the first half of 2001. The decrease in interest income in 2002 was due to lower interest rates as compared to 2001. All excess cash not immediately needed to fund the Company's operations is invested in money market funds. Other income was $0.8 million for the second quarter of 2002 compared to $1.2 million for the second quarter of 2001. The higher income in 2001 was mainly due to income received from the Chinese government as an incentive for being a foreign partner in China. Income tax expense for the second quarter of 2002 was $2.9 million compared to $1.6 million for the second quarter of 2001. Income tax expense for the first half of 2002 was $5.5 million compared to $4.8 million for the first half of 2001. The increase in income tax expense in 2002 was due to the increase in earnings before tax. 9 Liquidity and Capital Resources At June 29, 2002, the Company had $180.5 million in cash and cash equivalents, compared to $167.2 million in cash and cash equivalents at December 31, 2001. The increase of $13.3 million was due to a decrease in capital expenditures and a sequential increase in profit in the first half of 2002 as compared to the fourth quarter of 2001. Net cash provided by operating activities was $19.1 million in the first half of 2002 compared to $23.6 million in the same period of 2001. The decrease in net cash provided by operating activities for the first half of 2002 was primarily due to an increase in inventories and payment of affiliate balances. Net affiliate payables as of June 29, 2002 decreased by $24.6 million from December 31, 2001, mainly due to the timing of cash payments made to unconsolidated affiliates. Accounts payable as of June 29, 2002 increased by $8.4 million from December 31, 2001, mainly due to the increase in business volume. Accrued liabilities and contingencies as of June 29, 2002 increased by $11.0 million from December 31, 2001, mainly due to the increase in accrued income taxes and management incentive programs. Inventories as of June 29, 2002 increased by $3.3 million from December 31, 2001. Raw materials as of June 29, 2002 increased by $2.0 million from December 31, 2001 as the Company increased its purchases of silicon, piece parts and foundry wafers as a result of an increase in demand. Work-in-process as of June 29, 2002 increased by $3.3 million from December 31, 2001 as a result of an increase in raw materials and production. Finished goods inventory as of June 29, 2002 decreased by $2.0 million from December 31, 2001, mainly due to the Company's inventory control efforts and higher sales. Net cash used by investing activities was $5.8 million in the first half of 2002 compared to $15.6 million in the same period of 2001. The Company spent $5.8 million in capital expenditures in the first half of 2002, primarily related to machinery and equipment. For the next twelve months, management expects that cash flows from operations will be sufficient to meet the Company's normal operating requirements and to fund its research and development and capital expenditure plans. SAFE HARBOR STATEMENT Statements contained herein that relate to the Company's future performance, including statements with respect to anticipated improvements in the Company's business and business climate, future product innovation and implementation of cost savings strategies, are forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on current expectations only, and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Among the factors that could cause actual results to materially differ include: general business and economic conditions, particularly in the markets that the Company serves, cancellation of orders in the Company's backlog, difficulties in new product development, and other factors affecting the Company's operations, markets, products, services and prices that are set forth in its December 31, 2001 Report on Form 10-K filed with the Securities and Exchange Commission. You are urged to refer to the Company's Form 10-K for a detailed discussion of these factors. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 10 PART II - OTHER INFORMATION Item 1. Legal Proceedings On April 25, 2001, the Company initiated a lawsuit against General Semiconductor, Inc. In its complaint, the Company asserted claims that General Semiconductor is infringing United States Letters Patent Nos. 5,072,266 and 5,298,442 relating to certain power MOSFET products. General Semiconductor has denied the material allegations in the Company's complaint and has asserted various affirmative defenses. General Semiconductor also has asserted counterclaims for patent misuse and unfair competition against the Company, seeking a declaratory judgment of non-infringement, invalidity and/or unenforceability and seeking injunctive relief, damages, attorneys' fees and costs. The Company has not responded to those counterclaims. On November 2, 2001, General Semiconductor was acquired by Vishay, which owns 80.4% of the Company. The Company and General Semiconductor have agreed to settle the lawsuit. It is expected that the settlement agreement will be signed in the third quarter of 2002. On November 2, 1999, the Company initiated a lawsuit against Fairchild Semiconductor Corporation. In its complaint, the Company asserted claims that Fairchild is infringing United States Letters Patent Nos. 5,072,266 and 5,298,442 relating to certain power MOSFET products. Fairchild denied the material allegations in the Company's complaint and asserted various affirmative defenses. On July 24, 2002, the Company and Fairchild Semiconductor International, Inc. (NYSE: FCS), announced a settlement on mutually agreeable terms. The settlement was reached due to the parties' desire to establish a long-term cooperative business relationship and to avoid future litigation. As part of the settlement, the Company granted Fairchild a license to the two patents. The specific terms of the license and other details of the settlement are confidential. 11 Item 4. Submission of Matters to a Vote of Security Holders. (a) The registrant's Annual Meeting of Stockholders was held on June 13, 2002. (b) Not applicable. (c) There were two matters voted on at the Meeting. A brief description of each of these matters, and the results of the votes thereon, are as follows: 1. Election of Directors Broker Nominee For Abstain Nonvotes ------- ---------- ------- -------- Arndt 29,361,604 319,756 -0- Heiss 29,586,061 95,299 -0- Lipcaman 29,584,861 96,499 -0- Owyang 29,597,030 84,330 -0- Segall 29,586,161 95,199 -0- Smith 29,584,961 96,399 -0- Talbert 29,586,161 95,199 -0- 2. Ratification of the appointment of Ernst & Young LLP as the registrant's auditors for the fiscal year ending December 31, 2002. Broker For Against Abstain Nonvotes --- ------- ------- -------- 29,656,719 21,134 3,507 -0- (d) Not applicable. 12 Item 6. Exhibits and Reports on Form 8-K (a) Exhibit 3.3 - Bylaws (b) Exhibit 99.1 - Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - President and Chief Executive Officer (c) Exhibit 99.2 - Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Principal Accounting Officer 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SILICONIX INCORPORATED Date: August 13, 2002 By: /s/ King Owyang --------------------------- King Owyang President and Chief Executive Officer By: /s/ William M.Clancy --------------------------- William M. Clancy Principal Accounting Officer 14 EX-3.(II) 3 kl08021_ex3-3.txt EXHIBIT 3.3 BYLAWS Exhibit 3.3 BYLAWS OF SILICONIX INCORPORATED (A DELAWARE CORPORATION) ARTICLE I. OFFICES Section 1. REGISTERED OFFICE. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle. Section 2. OTHER OFFICES. The corporation shall also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require. ARTICLE II. CORPORATE SEAL Section 3. CORPORATE SEAL. The corporate seal shall consist of a die bearing the name of the corporation and the inscription "Corporate Seal---Delaware." ARTICLE III. STOCKHOLDERS' MEETINGS Section 4. PLACE OF MEETINGS. Meetings of the stockholders of the corporation shall be held at such place, either within or without the State of Delaware, as may be designated from time to time by the Board of Directors. Section 5. ANNUAL MEETINGS. The annual meeting of the stockholders of the corporation for the purpose of election of Directors and for such other business as may lawfully come before it shall be held on such date and at such time as may be designated from time to time by the Board of Directors. Section 6. SPECIAL MEETINGS. Special meetings of the stockholders of the corporation may be called, for any purpose or purposes at any time, by the President, the Board of Directors or any holder or holders of shares entitled to cast no less than 10% of the votes at such meeting. Section 7. NOTICE OF MEETINGS. Except as otherwise provided by law or the Certificate of Incorporation, written notice of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, date and hour and purpose or purposes of the meeting. Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given. However, notice shall not be required to be given to any stockholder to whom (i) notice of two (2) consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting, sent to the stockholder during the period between the two (2) consecutive annual meetings, or (ii) at least two (2) payments of dividends or interest on securities, sent by first class mail, during a twelve (12) month period, have been mailed to such person at his address as shown on the records of the corporation and have been returned undeliverable. Any such stockholder shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given. If any such stockholder shall deliver to the Secretary a written notice stating his current address, the applicable notice requirements shall be reinstated as to that stockholder. Section 8. QUORUM. At all meetings of stockholders, except where otherwise provided by statute, the Certificate of Incorporation, or by these Bylaws, the presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. Any shares, the voting of which at such meeting has been enjoined, or which for any reason cannot be lawfully voted at such meeting, shall not be counted to determine a quorum at such meeting. In the absence of a quorum any meeting of stockholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. Any meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, all action taken by the holders of a majority of the voting power represented at any meeting at which a quorum is present shall be valid and binding upon the corporation. Section 9. ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS. Any meeting of stockholders, whether annual or special, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are present either in person or by proxy. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 10. VOTING. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as provided in Section 12 of these Bylaws, shall be 2 entitled to vote at any meeting of stockholders. Every person entitled to vote or execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such person or his duly authorized agent, which proxy shall be filed with the Secretary at or before the meeting at which it is to be used. An agent so appointed need not be a stockholder. No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period. All elections of Directors shall be by written ballot, unless otherwise provided in the Certificate of Incorporation. Section 11. JOINT OWNERS OF STOCK. If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (i) if only one (1) votes, his act binds all; (ii) if more than one (1) vote, the act of the majority so voting binds all; or (iii) if more than one (1) vote, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionately, or may apply to the Delaware Court of Chancery for relief as provided in the General Corporation Law of Delaware, Section 217(b)(3). If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of this subsection (iii) shall be a majority or even-split in interest. Section 12. LIST OF STOCKHOLDERS. The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order, showing the address of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 13. ACTION WITHOUT MEETING. Unless otherwise provided in the Certificate of Incorporation, any action required by statute to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Section 14. ORGANIZATION. At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or, if the President is absent, any Vice President, or in the absence of any such officer, a chairman of the meeting chosen by a majority in interest of the 3 stockholders entitled to vote, present in person or by proxy, shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President or the Secretary, shall act as secretary of the meeting. ARTICLE IV. DIRECTORS Section 15. NUMBER AND TERM OF OFFICE. The number of Directors which shall constitute the whole of the Board of Directors shall be seven (7). Except as provided in Section 17, the Directors shall be elected by the stockholders at their annual meeting in each year and shall hold office until the next annual meeting and until their successors shall be duly elected and qualified. Directors need not be stockholders unless so required by the Certificate of Incorporation. If for any reason the Directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws. Section 16. POWERS. The powers of the corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Certificate of Incorporation. Section 17. VACANCIES. Unless otherwise provided in the Certificate of Incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by a sole remaining Director, and each Director so elected shall hold office for the unexpired portion of the term of the Director whose place shall be vacant and until his successor shall have been duly elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this section in the case of the death, removal or resignation of any Director, or if the stockholders fail at any meeting of stockholders at which Directors are to be elected (including any meeting referred to in Section 19 below) to elect the number of Directors then constituting the whole Board. Section 18. RESIGNATION. Any Director may resign at any time by delivering his written resignation to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one or more Directors shall resign from the Board, effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office for the unexpired portion of the term of the Director whose place shall be vacated and until his successor shall have been duly elected and qualified. Section 19. REMOVAL. At a special meeting of stockholders called for the purpose and in the manner hereinabove provided, the Board of Directors, or any individual Director, may be removed from office, with or without 4 cause, and a new Director or Directors elected by a vote of stockholders holding a majority of the outstanding shares entitled to vote at an election of Directors. Section 20. MEETINGS. (a) ANNUAL MEETINGS. The annual meeting of the Board of Directors shall be held immediately after the annual meeting of stockholders and at the place where such meeting is held. No notice of annual meeting of the Board of Directors shall be necessary and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it. (b) REGULAR MEETINGS. Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the Board of Directors shall be held at any place within or without the State of Delaware which has been designated by resolution of the Board of Directors or the written consent of all Directors. (c) SPECIAL MEETINGS. Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Delaware whenever called by the President or a majority of the Directors. (d) TELEPHONE MEETINGS. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. (e) NOTICE OF MEETINGS. Written notice of the time and place of all regular and special meetings of the Board of Directors shall be delivered personally to each Director, or sent to each Director by mail, or by other form of written communication, at least one (1) day before the date of the meeting. Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any Director by attendance thereat, except when the Director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. (f) WAIVER OF NOTICE. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the Directors not present shall sign a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board of Directors, or any committee thereof, need be specified in any written waiver of notice. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Section 21. QUORUM; VOTING REQUIRED FOR ACTION; ADJOURNMENT. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, a majority of the directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, and the affirmative vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the quorum required to conduct that meeting. However, at any meeting, whether a quorum is present or otherwise, the directors present may adjourn the meeting, from time to time, without 5 notice other than announcement at the meeting. At the adjourned meeting, the Board of Directors may transact any business which might have been transacted at the original meeting. Section 22. ACTION WITHOUT MEETING. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board or committee. Section 23. FEES AND COMPENSATION. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. Nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity or as an officer thereof. Section 24. COMMITTEES. (a) EXECUTIVE COMMITTEE. The Board of Directors may, by resolution passed by a majority of the whole Board, appoint an Executive Committee to consist of one (1) or more members of the Board of Directors. The Executive Committee, to the extent permitted by law and specifically granted by the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, including without limitation, the power to cause the seal of the corporation to be affixed to all papers which may require it; to declare a dividend; to authorize the issuance of stock; and to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law. In addition, to the extent provided by law and authorized by resolution of the Board providing for the issuance of shares of stock, the Executive Committee may fix the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation, or to fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series. (b) OTHER COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, from time to time appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors, and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall such committee have the powers denied to the Executive Committee in these Bylaws. (c) TERM. The members of all committees of the Board of Directors shall serve a term coexistent with that of the Board of Directors which shall have appointed such committee. The Board, subject to the provisions of subsections (a) or (b) of this Section 24, may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his death or voluntary resignation. The Board may at any time for any reason remove any individual committee member and the Board may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the 6 absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. (d) MEETINGS. Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 24 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee shall be held at any place which has been designated from time to time by resolution of such committee or by written consent of all members thereof, and may be called by any Director who is a member of such committee, upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any Director by attendance thereat, except when the Director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee. Section 25. ORGANIZATION. At every meeting of the Directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or if the President is absent, any Vice President, or, in the absence of any such officer, a chairman of the meeting chosen by a majority of the Directors present, shall preside over the meeting. The Secretary, or in his absence, an Assistant Secretary directed to do so by the President or the Secretary, shall act as secretary of the meeting. ARTICLE V. OFFICERS Section 26. OFFICERS DESIGNATED. The officers of the corporation shall be the Chairman of the Board of Directors, the President, one or more Vice Presidents, the Secretary and the Treasurer, all of whom shall be elected at the annual meeting of the Board of Directors. The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers, and such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by the Certificate of Incorporation or these Bylaws. The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors. Section 27. TENURE AND DUTIES OF OFFICERS. (a) GENERAL. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If 7 the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors. (b) DUTIES OF CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board of Directors shall perform such duties commonly incident to his office and shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time. (c) DUTIES OF PRESIDENT. The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and officers of the corporation. The President shall perform such other duties commonly incident to his office and shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time. (d) DUTIES OF VICE PRESIDENTS. The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. The Vice Presidents shall perform such other duties commonly incident to their office and shall perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. (e) DUTIES OF SECRETARY. The Secretary shall attend all meetings of the stockholders and of the Board of Directors, and shall record all acts and proceedings thereof in the minute book of the corporation. The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders, and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretary shall keep the seal of the corporation in safe custody and see that the seal is affixed to all documents authorized to be executed on behalf of the corporation under its seal. The Secretary shall act as custodian of the records of the corporation. The Secretary shall keep a record of stock owned by the corporation in all subsidiaries and other companies. The Secretary shall perform all other duties given him in these Bylaws and shall perform such other duties commonly incident to his office and shall perform such other duties and have such other powers as the Board of Directors or the President or the Vice President-Finance shall designate from time to time. The President or the Vice President-Finance may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform such other duties commonly incident to his office and shall perform such other duties and have such other powers as the Board of Directors or the President or the Vice President-Finance or the Secretary shall designate from time to time. (f) DUTIES OF TREASURER. The Treasurer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation. The Treasurer shall perform all other duties commonly incident to his office and shall perform such other duties and have such other powers as the Board of Directors or the President or the Vice President-Finance shall designate from time to time. The President or the Vice President-Finance may direct any Assistant Treasurer to assume and perform the duties of the Treasurer in the absence or disability of the Treasurer, and each Assistant Treasurer shall perform such other duties commonly incident to his office and shall perform such other duties and have such other powers as the Board of Directors or the President or the Vice President-Finance or the Treasurer shall designate from time to time. 8 Section 28. RESIGNATIONS. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Section 29. INTENTIONALLY OMITTED. ARTICLE VI. EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION Section 30. EXECUTION OF CORPORATE INSTRUMENTS. The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation. Unless otherwise determined by the Board of Directors or otherwise permitted or required by law, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the corporation, shall be executed, signed or endorsed by the Chairman of the Board of Directors, or the President or any Vice President, and by the Secretary or any Assistant Secretary. All other instruments and documents requiring the corporate signature, but not requiring the corporate seal, may be executed as aforesaid or in such other manner as may be directed by the Board of Directors. All checks and drafts drawn on banks or other depositories on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do. Section 31. VOTING OF SECURITIES OWNED BY THE CORPORATION. All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the President, or any Vice President. ARTICLE VII. SHARES OF STOCK Section 32. FORM AND EXECUTION OF CERTIFICATES. Certificates for the shares of stock of the corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock in the corporation shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman or Vice 9 Chairman of the Board of Directors, or the President or any Vice President and (i) the Treasurer or Assistant Treasurer or (ii) the Secretary or any Assistant Secretary, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be a facsimile. Where such certificate is countersigned by a transfer agent other than the corporation or its employee, or by a registrar other than the corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Each certificate shall state upon the face or back thereof, in full or in summary, all of the designations, preferences, limitations, restrictions on transfer and relative rights of the shares authorized to be issued. Section 33. LOST CERTIFICATES. The corporation may issue a new certificate in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require or to give the corporation a surety bond in such form and amount as it may direct to indemnify it against any claim that may be made against the corporation (including any expense or liability) with respect to the certificate alleged to have been lost, stolen, or destroyed. Section 34. TRANSFERS. Stock of the corporation shall be transferable in the manner prescribed by law and in these Bylaws or in any agreement with the shareholder making the transfer. Transfers of stock shall be made on the books only by the person named in the certificate or by attorney duly authorized, and upon the surrender of a properly endorsed certificate or certificates, which shall be canceled before a new certificate shall be issued. Section 35. FIXING RECORD DATES. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If no record date is fixed: (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed; and (iii) the record date for determining stockholders for any other purpose shall be at the close of business on the date on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 10 Section 36. REGISTERED STOCKHOLDERS. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VIII. OTHER SECURITIES OF THE CORPORATION Section 37. EXECUTION OF OTHER SECURITIES. All bonds, debentures and other corporate securities of the corporation, other than stock certificates, may be signed by the Chairman of the Board of Directors, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation. ARTICLE IX. DIVIDENDS Section 38. DECLARATION OF DIVIDENDS. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation. ARTICLE X. FISCAL YEAR Section 39. FISCAL YEAR. The fiscal year of the corporation shall end on December 31 of every year. 11 ARTICLE XI. INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES Section 40. ACTION OTHER THAN BY OR IN THE RIGHT OF THE CORPORATION. Subject to Section 42 of this Article XI, the corporation shall indemnify any Director, to the full extent authorized by Section 145 of the Delaware General Corporation Law, as the same is now in effect and attached to these Bylaws, and shall indemnify all other persons, to the full extent of said Section 145, as it may be amended from time to time, with respect to any civil, criminal, administrative or investigative action or proceeding, instituted or threatened by reason of the fact that such person (hereinafter referred to as "Agent") (i) is or was a director, officer or employee of the corporation or any predecessor corporation merged into the corporation; or (ii) is or was serving at the request of the corporation or any such predecessor corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Such Agent shall be indemnified against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 41. DERIVATIVE ACTIONS. To the full extent authorized by law, the corporation shall indemnify any person who was or is a party to any threatened, pending or completed judicial action or suit brought by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was an Agent, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. However, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or other such court shall deem proper. Section 42. DETERMINATION OF RIGHT OF INDEMNIFICATION. Any indemnification under Sections 40 or 41 (unless ordered by a court) shall be made by the corporation unless a determination is reasonably and promptly made (i) by the Board by a majority vote of a quorum of disinterested directors or (ii) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders, that such person acted in bad faith and in a manner that such person did not believe to be in or not opposed to the best interests of the corporation, or, with respect to any criminal proceeding, that such person believed or had reasonable cause to believe that his conduct was unlawful. Section 43. INDEMNIFICATION AGAINST EXPENSES OF SUCCESSFUL PARTY. Notwithstanding the other provisions of this Article, to the extent that an Agent has been successful on the merits or otherwise, including the dismissal of an action without prejudice or the settlement of an action without admission of liability, in defense of any proceeding or in defense of any claim, issue or matter therein, such Agent shall be indemnified against all expenses incurred in connection therewith. 12 Section 44. ADVANCES OF EXPENSES. Except as limited by Section 45 of this Article XI, expenses incurred in defending or investigating any action, suit, proceeding or investigation shall be paid by the corporation in advance of the final disposition of such matter, if the Agent shall undertake to repay such amount in the event that it is ultimately determined, as provided herein, that such person is not entitled to indemnification. However, no advance shall be made by the corporation if a determination is reasonably and promptly made by the Board of Directors by (i) a majority vote of a quorum of disinterested directors, or (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs by independent legal counsel in a written opinion that, based upon the facts known to the Board or counsel at the time such determination is made, such person acted in bad faith and in a manner that such person did not believe to be in or not opposed to the best interests of the corporation, or, with respect to any criminal proceeding, that such person believed or had reasonable cause to believe his conduct was unlawful. In no event shall any advance be made in instances where the Board or independent legal counsel reasonably determines that such person deliberately breached his duty to the corporation or its stockholders. Section 45. RIGHT OF AGENT TO INDEMNIFICATION UPON APPLICATION; PROCEDURE UPON APPLICATION. Any indemnification under Sections 41, 42 or 43 or advance under Section 44 of this Article XI shall be made promptly, and in any event within ninety days, upon the written request of the Agent, unless with respect to applications under Sections 41, 42 or 44, a determination is reasonably and promptly made that such Agent acted in a manner set forth in such Sections as to justify the corporation's not indemnifying or making an advance to the Agent. Such a determination shall be made by (i) the Board of Directors by a majority vote of a quorum of disinterested directors; or (ii) if no quorum of disinterested directors is obtainable or, even if obtainable, a quorum of disinterested directors so directs by independent legal counsel in a written opinion. The right to indemnification or advances as granted by this Article XI shall be enforceable by the Agent in any court of competent jurisdiction if the Board or independent legal counsel denies the claim, in whole or in part, or if no disposition of such claim is made within ninety days. The Agent's expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the corporation. Section 46. OTHER RIGHTS AND REMEDIES. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which an Agent seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors, court order or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, since it is the policy of the corporation that indemnification of Agents shall be made to the fullest extent permitted by law. The indemnification provided by this Article shall continue as to a person who has ceased to be an Agent and shall inure to the benefit of the heirs, executors and administrators of such a person. In the event of any changes, after the date of these Bylaws, in any applicable law, statute or rule which expand the right of a Delaware corporation to indemnify an Agent, other than a Director, such changes shall be, ipso facto, within the provisions of this Article. In the event of any changes in any applicable law, statute or rule which narrow the right of a Delaware corporation to indemnify an Agent, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Article, shall have no effect on this Article or the rights and obligations of the corporation or its Agents hereunder. Section 47. INSURANCE. 13 Upon resolution passed by the Board, the corporation may purchase and maintain insurance on behalf of any person who is or was an Agent against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article. Section 48. INDEMNITY FUND. Upon resolution passed by the Board, the corporation may establish a trust or other designated account, grant a security interest or use other means (including, without limitation, a letter of credit), to ensure the payment of certain of its obligations arising under this Article and/or agreements which may be entered into between the corporation and its officers and directors from time to time. Section 49. PREDECESSOR CORPORATION. For the purposes of this Article, references to "the corporation" include all predecessor corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director or officer of such a predecessor corporation or is or was serving at the request of such predecessor corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would had he served the resulting or surviving corporation in the same capacity. Section 50. OTHER ENTERPRISES, FINES, AND SERVING AT CORPORATION'S REQUEST. For purposes of this Article, references to "other enterprise" in Section 40 and 49 shall include employee benefit plans; references to "fines" shall include any excise taxes assessed against a person with respect to any employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director or officer of the corporation which imposes duties on, or involves services by, such director or officer with respect to any employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Article. Section 51. INDEMNIFICATION OF OTHER PERSONS. The provisions of this Article XI shall not be deemed to preclude the indemnification of any person who is not an Agent (as defined in Section 40), but whom the corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware or otherwise. The corporation may, in its sole discretion, indemnify an employee, trustee or other agent as permitted by the General Corporation Law of the State of Delaware. The corporation shall indemnify an employee, trustee or other agent where required by law. Section 52. SAVINGS CLAUSE. If this Article or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each Agent against expenses (including attorneys' fees), judgments, fines and amounts paid in each settlement with respect to any action, suit, proceeding or investigation, whether civil, criminal or administrative, and whether internal or external, including a grand jury proceeding and an action or suit brought by or in the right of the corporation, to the 14 full extent permitted by any applicable portion of this Article that shall not have been invalidated, or by any other applicable law. ARTICLE XII. NOTICES Section 53. NOTICES. (a) NOTICE TO STOCKHOLDERS. Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, it shall be given in writing, timely and duly deposited in the United States mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the corporation or its transfer agent. (b) NOTICE TO DIRECTORS. Any notice required to be given to any Director may be given by the method stated in subsection (a), or by telegram, except that such notice other than one which is delivered personally shall be sent to such address as such Director shall have filed in writing with the Secretary, or, in the absence of such filing to the last known post office address of such Director. (c) ADDRESS UNKNOWN. If no address of a stockholder or Director be known, notice may be sent to such place as the Board of Directors shall determine. (d) AFFIDAVIT OF MAILING. An affidavit of mailing, executed by the Secretary or Assistant Secretary of the corporation or its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders, or Director or Directors, to whom any notice or notices was or were given, and the time and method of giving the same, shall be conclusive evidence of the statements therein contained. (e) TIME NOTICES DEEMED GIVEN. All notices given by mail, as above provided, shall be deemed to have been given as at the time of mailing and all notices given by telegram shall be deemed to have been given as at the sending time recorded by the telegraph company transmitting the notices. (f) METHODS OF NOTICE. It shall not be necessary that the same method of giving notice be employed in respect of all Directors, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others. ARTICLE XIII. AMENDMENTS Section 54. AMENDMENTS. These Bylaws may be repealed, altered or amended or new Bylaws adopted by the stockholders. The Board of Directors shall also have the authority, if such authority is conferred upon the Board of Directors by the Certificate of Incorporation, to repeal, alter or amend these Bylaws or adopt new Bylaws, subject to the power of the stockholders to change or repeal such Bylaws. 15 EX-99 4 kl08021_ex99-1.txt EXHIBIT 99.1 CERTIFICATE Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Siliconix incorporated (the "Company") on Form 10-Q for the period ending June 29, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, King Owyang, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ King Owyang --------------------------- King Owyang President and Chief Executive Officer August 13, 2002 EX-99 5 kl08021_ex99-2.txt EXHIBIT 99.2 CERTIFICATE Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Siliconix incorporated (the "Company") on Form 10-Q for the period ending June 29, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, William M. Clancy, Principal Accounting Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (3) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (4) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ William M. Clancy -------------------------- William M. Clancy Principal Accounting Officer August 13, 2002 -----END PRIVACY-ENHANCED MESSAGE-----