Intevac Confirms Receipt of Director Nominations from Voce Catalyst Partners
Tue, March 18 2014
SANTA CLARA, Calif.--(BUSINESS WIRE)--
Intevac, Inc. (NASDAQ: IVAC) today confirmed that on December 4, 2013,
Voce Catalyst Partners LP (“VCP”), which is affiliated with Voce Capital
LLC and Voce Capital Management LLC (together with VCP, “Voce Capital”),
that has disclosed beneficial ownership of approximately 0.49% of the
outstanding shares of Intevac, submitted to the Company a notice of
nomination of three director candidates for election to the Company’s
Board of Directors at the 2014 Annual Meeting of Stockholders. Intevac
stockholders are not required to take any action at this time.
The Company issued the following statement:
Our Board of Directors and management team are committed to creating
value for all stockholders, and we will continue to take the actions
that we believe will enable us to achieve this objective. Intevac
welcomes open communications with stockholders and values their input.
Importantly, on December 10, 2013, Intevac appointed Matthew Drapkin to
the Board. Mr. Drapkin is a founding partner of Becker Drapkin
Management, a Dallas-based investment firm that beneficially owns
approximately 4.5% of Intevac’s outstanding common stock and is one of
Intevac’s largest stockholders. Mr. Drapkin brings to the Board
important experience as a public company director, a wealth of financial
knowledge and the perspective of a major stockholder. With the addition
of Mr. Drapkin, Intevac’s Board comprises eight highly qualified
directors, six of whom are independent, two of whom joined the Board in
the past year and four of whom joined the Board in the past four years.
The Intevac Board is active and engaged and our directors possess skills
and experience across a wide range of disciplines and industries that
are critical to Intevac’s business.
We believe Intevac is well-positioned to build long-term stockholder
value. Intevac has an innovative product portfolio and a strong balance
sheet and recently commenced a $30 million share repurchase program.
Intevac has the right strategies in place to drive growth in our
existing markets and to apply our core technical capabilities in
attractive new markets. The Board and management team continue to
execute on Intevac’s strategic initiatives, and we are confident that
the right strategies are in place to drive sustainable growth and
enhance value for all stockholders.
The Nominating and Governance Committee of the Intevac Board will review
these nominations and will present its recommended slate of director
nominees in Intevac’s definitive proxy statement and other materials, to
be filed with the Securities and Exchange Commission and mailed to all
stockholders eligible to vote at the 2014 Annual Meeting.
Wilson Sonsini Goodrich & Rosati is acting as Intevac’s legal counsel.
About Intevac
Intevac was founded in 1991 and has two businesses: Equipment and
Intevac Photonics. In our Equipment business, we are a leader in the
design, development and manufacturing of high-productivity process
equipment solutions. Our systems are production-proven for high-volume
manufacturing of substrates with precise thin film properties, such as
those required in the hard drive and solar cell markets we currently
serve.
In the hard drive industry, our 200 Lean® systems process approximately
60% of all magnetic disk media produced worldwide. In the solar cell
manufacturing industry, our high-throughput thin film process equipment
enables increased conversion efficiency of silicon solar cells while
also reducing manufacturing costs.
In our Photonics business, we are a leader in the development and
manufacture of leading-edge, high-sensitivity imaging products and
vision systems. Our products primarily address the defense markets. For
more information call 408-986-9888, or visit the company's website at www.intevac.com.
Intevac, Inc. (the “Company”), its directors and certain executive
officers are participants in the solicitation of proxies from
stockholders in connection with the Company’s 2014 Annual Meeting of
Stockholders (the “Annual Meeting”). The Company plans to file a proxy
statement (the “2014 Proxy Statement”) with the Securities and Exchange
Commission (the “SEC”) in connection with the solicitation of proxies
for the Annual Meeting.
Norman H. Pond, Wendell Blonigan, David S. Dury, Stanley J. Hill, Thomas
M. Rohrs, John F. Schaefer, Ping Yang and Matthew A. Drapkin, all of
whom are members of the Company’s Board of Directors, and Jeffrey
Andreson, Executive Vice President, Finance and Administration, Chief
Financial Officer, Treasurer and Secretary, are participants in the
Company’s solicitation. Other than Mr. Pond and Mr. Drapkin, none of
such participants owns in excess of 1% of the Company’s common stock.
Mr. Pond beneficially owns approximately 4% of the Company’s common
stock and Mr. Drapkin may be deemed to own approximately 4.5% of the
Company’s common stock. Additional information regarding such
participants, including their direct or indirect interests, by security
holdings or otherwise, will be included in the 2014 Proxy Statement and
other relevant documents to be filed with the SEC in connection with the
Annual Meeting. Information relating to the foregoing can also be found
in the Company’s definitive proxy statement for its 2013 Annual Meeting
of Stockholders (the “2013 Proxy Statement”), which was filed with the
SEC on April 3, 2013. To the extent that holdings of the Company’s
securities have changed since the amounts printed in the 2013 Proxy
Statement, such changes have been or will be reflected on Statements of
Change in Ownership on Form 4 filed with the SEC.
Promptly after filing its definitive 2014 Proxy Statement with the SEC,
the Company will mail the definitive 2014 Proxy Statement and a white
proxy card to each stockholder entitled to vote at the Annual Meeting.
STOCKHOLDERS ARE URGED TO READ THE 2014 PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT
THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free
of charge, copies of the definitive 2014 Proxy Statement and any other
documents filed by the Company with the SEC in connection with the
Annual Meeting at the SEC’s website (http://www.sec.gov),
at the Company’s website (http://www.intevac.com)
or by writing to Investor Relations, Intevac, Inc., 3560 Bassett Street,
Santa Clara, California 95054.
Safe Harbor Statement
This press release includes statements that constitute “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995 (the “Reform Act”). Intevac claims the protection of
the safe-harbor for forward-looking statements contained in the Reform
Act. These forward-looking statements are often characterized by the
terms “may,” “believes,“ “projects,” “expects,” or “anticipates,” and do
not reflect historical facts. Specific forward-looking statements
contained in this press release include, but are not limited to; the
execution of the Company’s strategy. The forward-looking statements
contained herein involve risks and uncertainties that could cause actual
results to differ materially from the company’s expectations. These
risks include, but are not limited to: the successful execution of
strategies which could have a material impact on our business, our
financial results, and the company's stock price. These risks and other
factors are detailed in the company’s regular filings with the U.S.
Securities and Exchange Commission.
Intevac, Inc.
Jeff Andreson, 408-986-9888
Chief
Financial Officer
Claire McAdams, 530-265-9899
Investor
Relations
Jamie Moser / Tim Lynch / Alyssa Cass, 212-355-4449
Joele
Frank, Wilkinson Brimmer Katcher
Source: Intevac, Inc.
