Definitive Information Statement
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SEC Reg. No. 34218 NOTICE OF ANNUAL STOCKHOLDERS’ MEETING NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of INTEGRATED MICRO-ELECTRONICS, INC. will be held at the Bahia of the Hotel InterContinental Manila, Ayala Center, Makati City, on Friday, April 15, 2011 at 9:00 o’clock in the morning with the following A G E N D A 1. Determination of Quorum 2. Approval of Minutes of Previous Meeting 3. Annual Report 4. Ratification of All Acts and Resolutions of the Board of Directors and Management Adopted During the Preceding Year 5. Election of Directors (including the Independent Directors) 6. Election of Auditors and Fixing of their Remuneration 7. Consideration of Such Other Business as May Properly Come Before the Meeting 8. Adjournment Only stockholders of record at the close of business on February 24, 2011 are entitled to notice of, and to vote at, this meeting. Makati City, March 7, 2011. SOLOMON M. HERMOSURA Corporate Secretary We are not soliciting your proxy. However, if you would be unable to attend the meeting but would like to be represented thereat, you may accomplish the herein proxy form and submit the same on or before April 5, 2011 to the Office of the Corporate Secretary at 33F Tower One, Ayala Triangle, Ayala Avenue, Makati City. Validation of proxies shall be held on April 7, 2011 at 9:00 a.m. at the Office of the Corporate Secretary. Thank you. PROXY The undersigned stockholder of INTEGRATED MICRO-ELECTRONICS, INC. (the “Company”) hereby appoints __________________________ or in his absence, the Chairman of the meeting, as attorney and proxy, with power of substitution, to present and vote all shares registered in his/her/its name as proxy of the undersigned stockholder, at the annual meeting of stockholders of the Company on April 15, 2011 and at any of the adjournments thereof for the purpose of acting on the following matters: 1. Approval of minutes of previous meeting. 5. Election of SyCip Gorres Velayo & Co. as the Yes No Abstain independent auditor and fixing of their remuneration. 2. Approval of annual report. Yes No Abstain Yes No Abstain 6. At their discretion, the proxies named above are 3. Ratification of all acts and resolutions of the Board authorized to vote upon such other matters as may of Directors and Management adopted during the properly come before the meeting. preceding year. Yes No Yes No Abstain 4. Election of Directors Vote for all nominees listed below Jaime Augusto Zobel de Ayala Fernando Zobel de Ayala ____________________________________ Arthur R. Tan PRINTED NAME OF STOCKHOLDER Diosdado P. Banatao (Independent) Jose Ignacio A. Carlos John Eric T. Francia Alelie T. Funcell (Independent) ____________________________________ Delfin C. Gonzalez, Jr. SIGNATURE OF STOCKHOLDER/AUTHORIZED Delfin L. Lazaro SIGNATORY Hiroshi Nishimura (Independent) Rafael Ma. C. Romualdez Withhold authority for all nominees listed above ____________________________________ DATE Withhold authority to vote for the nominees listed below: _________________ __________________ _________________ __________________ _________________ __________________ THIS PROXY SHOULD BE RECEIVED BY THE CORPORATE SECRETARY ON OR BEFORE APRIL 5, 2011, THE DEADLINE FOR SUBMISSION OF PROXIES. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER AS DIRECTED HEREIN BY THE STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES AND FOR THE APPROVAL OF THE MATTERS STATED ABOVE AND FOR SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING IN THE MANNER DESCRIBED IN THE INFORMATION STATEMENT AND/OR AS RECOMMENDED BY MANAGEMENT OR THE BOARD OF DIRECTORS. A STOCKHOLDER GIVING A PROXY HAS THE POWER TO REVOKE IT AT ANY TIME BEFORE THE RIGHT GRANTED IS EXERCISED. A PROXY IS ALSO CONSIDERED REVOKED IF THE STOCKHOLDER ATTENDS THE MEETING IN PERSON AND EXPRESSED HIS INTENTION TO VOTE IN PERSON. NOTARIZATION OF THIS PROXY IS NOT REQUIRED. SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS Information Statement of INTEGRATED MICRO-ELECTRONICS, INC. (the “Registrant,” “Company” or “IMI”) Pursuant to Section 20 of the Securities Regulation Code 1. Check the appropriate box: Preliminary Information Sheet Definitive Information Sheet 2. Name of Registrant as specified in its charter: INTEGRATED MICRO-ELECTRONICS, INC. 3. Province, country or other jurisdiction of incorporation or organization: REPUBLIC OF THE PHILIPPINES 4. SEC Identification Number: 94419 5. BIR Tax Identification Code: 000-049-747-000 6. Address of Principal Office: 33/F Tower One & Exchange Plaza Ayala Triangle, Ayala Avenue Makati City 7. Registered Business Address: North Science Avenue Special Export Processing Zone Laguna Technopark Biñan, Laguna 8. Registrant’s telephone number, including area code: (632) 756-6840 9. Date, time and place of the meeting of security holders: Date - April 15, 2011 Time - 9:00 A.M. Place - Bahia, InterContinental Manila Ayala Center, Makati City 10. Approximate date on which the Information Statement is first to be sent or given to security holders: March 23, 2011 11. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA: a. Shares of Stock Title of Each Class Par Value No. of Shares Amount Common P1.00 1,434,078,088 P1,434,078,088.00 b. Debt Securities - None __________________________________________________________________________ 1 12. Are any or all of registrant’s securities listed in a Stock Exchange? Yes _____ No 1,348,614,197 common shares are listed with the Philippine Stock Exchange (“PSE”), including 15,892,109 treasury shares. # __________________________________________________________________________ 2 INFORMATION REQUIRED IN INFORMATION STATEMENT A. GENERAL INFORMATION Item 1. Date, time and place of meeting of security holders a. Date - April 15, 2011 Time - 9:00 A.M. Place - Bahia, InterContinental Manila Ayala Center, Makati City Principal - 33/F Tower One & Exchange Plaza Office Ayala Triangle, Ayala Avenue Makati City b. Approximate date when the Information Statement is first to be sent to security holders: March 23, 2011 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY Item 2. Dissenter’s right of appraisal There are no matters or proposed corporate actions which may give rise to appraisal rights under Title X of the Corporation Code of the Philippines. Item 3. Interest of certain persons in or opposition to matters to be acted upon There is no matter to be acted upon in which any Director or Executive Officer is involved or had a direct, indirect or substantial interest. No Director has informed the Company of his opposition to any matter to be acted upon. B. CONTROL AND COMPENSATION INFORMATION Item 4. Voting securities and principal holders thereof a. Number of shares outstanding as of February 24, 2011: 1,434,078,088 Common shares 1,300,000,000 Preferred shares Number of votes entitled: one (1) vote per share for Common and Preferred shares b. All stockholders of record as of February 24, 2011 are entitled to notice and to vote at the Annual Stockholders’ Meeting c. Manner of voting Sections 7 and Section 8 of Article III of the Bylaws of the Company (the “Bylaws”) provide: “Section 7 - Each share of stock entitles the person in whose name it is registered in the books of the corporation one vote, provided the conditions as regards payment subject to which it was issued have been complied with.” __________________________________________________________________________ 3 “Section 8 - The election of Directors shall be by ballot and each stockholder entitled to vote may cast the vote to which the number of shares he owns entitles him, for as many persons as are to be elected as Directors, or he may give to one candidate as many votes as the number of Directors to be elected multiplied by the number of his shares shall equal, or he may distribute them on the same principle among as many candidates he may see fit, provided that the whole number of votes cast by him shall not exceed the number of shares owned by him multiplied by the whole number of Directors to be elected. x x x ” d. Security ownership of certain record and beneficial owners and management i. Security ownership of certain record and beneficial owners (of more than 5%) as of February 24, 2011. Title of Name, address of Record Name of Beneficial Citizenship No. of Percent of Class Owner and Relationship Owner and Relationship Shares Held outstanding with Issuer with Record Owner Shares Common AYC Holdings, Ltd.1 AYC Holdings, Ltd.2 British 957,537,373 35.02% 33/F Tower One Bldg. Ayala Ave., Makati City Preferred Ayala Corporation3 Ayala Corporation4 Filipino 596,043,238 21.80% 34/F Tower One Bldg. Ayala Ave., Makati City Preferred Asiacom Philippines, Inc.5 Asiacom Philippines, Filipino 460,000,000 16.82% 34/F Tower One Bldg. Inc.6 Ayala Ave., Makati City Common PCD Nominee Corporation Resins, Inc.8 Filipino 239,412,304 8.76% (Filipino)7 37/F Tower One, The Enterprise Center, 6766 Ayala Avenue cor. Paseo de Roxas, Makati City Preferred Resins, Inc.9 Resins, Inc.10 Filipino 219,979,398 8.05% E. Rodriguez Ave., Pasig City ii. Security ownership of directors and management as of February 24, 2011. Title of Class Name of Beneficial Owner Amount and Nature of Beneficial Citizenship Percent of Ownership All Class Directors Common Jaime Augusto Zobel de Ayala 100 (direct) Filipino 0.00000% Common Fernando Zobel de Ayala 100 (direct) Filipino 0.00000% Common Delfin L. Lazaro 100 (direct) Filipino 0.00000% Common Arthur R. Tan 15,016,652 (direct & indirect) Filipino 0.54924% Common Rafael Ma. C. Romualdez 115 (direct) Filipino 0.00000% 1 AYC Holdings, Ltd. (AYC) is the parent of the Company. 2 The Board of Directors of AYC has the power to decide how AYC’s shares in IMI are to be voted.