Sunday, March 18, 2007
In a statement released Thursday, Perlegos announced that the Court of Chancery for the state of Delaware has approved his request to call a special meeting of Atmel shareholders at which he will nominate what he called "a slate of five highly qualified and independent individuals" to replace five current directors. Perlegos said he plans to file a preliminary proxy statement with the Securities and Exchange Commission (SEC) within the next two weeks that will set forth the board nominees and provide additional detail on a plan to increase shareholder value at Atmel. The special meeting is scheduled to be held on May 18.
"As one of Atmel's largest shareholders, I am concerned that the current board and management have undertaken a series of entrenching, self-enriching and value-eroding actions," Perlegos said in the statement. "Current management has overseen deterioration in the company's financial performance while failing to make the fundamental changes necessary to refocus and restructure the business and position the company for long-term growth."
Perlegos was fired in August, along with his brother and two other execs, over the alleged misuse of corporate travel funds. At that time, Perlegos promptly fired back, filing suit against five of the board's directors and claiming in a statement that his termination was "unlawful and improper." Last month, Delaware's Court of Chancery ruled in favor of Atmel in affirming that Perlegos and his brother were properly terminated. Furthermore, the court stated that "the Perlegoses have not demonstrated any right to hold any office of Atmel," according to a statement from the company.
Perlegos did not hesitate this week in explicitly naming the directors he wants removed from Atmel's board: Pierre Fougere, Chaiho Kim, Steven Laub, David Sugishita and T. Peter Thomas.
"I intend to nominate five highly qualified and independent individuals," Perlegos added in his statement. "Once elected, they will work with urgency to implement a plan to reposition Atmel by focusing on its core strengths in microcontrollers and hire a new CEO to revitalize the management team."
Perlegos said he will not nominate himself for a board seat. However, should the slate be elected, Perlegos said he would be willing to serve as CEO on an interim basis while the company conducts a search for a new CEO.
Perlegos led Atmel from its inception in 1984 until August, and he beneficially owns approximately 5.3 percent of Atmel's outstanding shares. In comparison, the Atmel directors whom Perlegos seeks to replace own less than 0.01 percent of Atmel's outstanding shares in the aggregate, based on "public filings" cited by Perlegos.
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