Atari Corp · DEF 14A · For 6/5/95

Filed On 5/30/95   ·   SEC File 1-09281   ·   Accession Number 802019-95-6

Definitive Proxy Solicitation Material   ·   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Solicitation Material                12±    59K 

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DEF 14A
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ATARI CORPORATION                                                               
1196 Borregas Avenue                                                            
Sunnyvale, California 94089-1302                                                
_______________________________________                                         

PROXY STATEMENT                                                                 
_______________________________________                                         

Annual Meeting of Shareholders                                                  
June 5, 1995                                                                    

SOLICITATIONS OF PROXIES                                                        

        This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Atari Corporation, a Nevada corporation    
("the Company"), for use for the purposes set forth herein and in the           
accompanying Notice at the Annual Meeting of Shareholders to be held on Monday, 
June 5, 1995 at 2:00 P.M. at the Company's Meeting Room, 1196 Borregas Avenue,  
Sunnyvale, California 94089-1302, and all adjournments and postponements thereof
("the Meeting").                                                                

       This proxy statement, the accompanying form of proxy, and the Company's
Annual Report on Form 10-K for the year ended December 31, 1994 were first      
mailed to shareholders entitled to notice of and vote at the Meeting on or about
May 5, 1995.                                                                    

   The cost of preparing, assembling and mailing this Notice of Annual
Meeting of Shareholders, Proxy Statement and forms of proxy and the solicitation
of proxies will be paid by the Company.  In addition to this solicitation,      
proxies may be solicited in person or by telephone or telegraph by Directors,   
officers, employees or agents of the Company who will not receive any additional
compensation for such solicitation.  The Company will furnish proxy materials to
brokers, fiduciaries or custodians holding shares in their names that are       
beneficially owned by others, to permit them to forward such materials to such  
beneficial owners.  The Company will reimburse brokers or other persons holding 
stock in their names or the names of their nominees for the expenses of         
forwarding soliciting material to their principals.                             

REVOCABILITY OF PROXIES                                                         

      The enclosed Proxy is revocable at any time before its use by delivery
to the Company of a written notice of revocation or a duly executed Proxy       
bearing a later date. If a person who has executed and returned a Proxy is      
present at the meeting and wishes to vote in person, he or she may elect to do  
so and thereby suspend the power of the proxy holders to vote his or her Proxy. 

VOTING                                                                          

        The close of business on April 6, 1995 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the  
Meeting.  On that date, there were 63,674,785 shares of the Company's Common    
Stock outstanding.  Each shareholder of record on the record date is entitled to
one vote for each share of Common Stock held by such shareholder on any matter  
that may be presented for consideration and action by the shareholders at the   
Meeting.  In the election of Directors, those Directors and nominees receiving  
the most votes cast (provided a quorum is present) will be elected.  Any other  
action shall be authorized by a majority of the votes cast at the Meeting,      
provided a quorum is present. Shareholders are not permitted to cumulate their  
votes in the election of Directors.                                             

       The required quorum for the transaction of business at the Meeting is a
majority of the votes eligible to be cast by holders of shares of Common Stock  
issued and outstanding on the record date.  For purposes of determining the     
presence of a quorum, abstentions and broker non-votes will be counted by the   
Company as present at the meeting.  Abstentions will also be counted by the     
Company in determining the number of votes cast with respect to a proposal      
(other than the election of directors).  Broker non-votes will not be counted in
determining the number of votes cast.                                           

CERTAIN OWNERSHIP OF COMMON STOCK                                               

     The following table sets forth information, as of April 6, 1995, with
respect to beneficial ownership of Common Stock (a) by persons known by the     
Company to be the beneficial owners of more than 5% of the outstanding Common   
Stock, (b) by each director or nominee, (c) each executive officer named in the 
summary compensation table, and (d) by all directors and officers of the Company
as a group.                                                                     

                                                                · Download Table

Name of Beneficial Owner         Amount and Nature       Percent of  
                                 of Beneficial           Outstanding 
                                 Ownership               Common Stock

                                                                     
Jack Tramiel (1)                 12,437,676 (2)          19.4%       

Time Warner Inc., and its wholly                                     
owned subsidiary Warner                                              
Communications, Inc. (3)         15,571,200              24.3%       

Sega Holdings USA Inc. (6)       4,705,883               7.4%        

Leonard Tramiel (1)              5,254,446 (5, 7)        8.2%        

Sam Tramiel (1)                  5,279,297 (4, 7)        8.3%        

Garry Tramiel (1)                4,175,047 (7)           6.5%        

Leonard I. Schreiber             216,100 (7)              *          

August J. Liguori                118,250 (7)              *          

Michael Rosenberg                45,000 (7)               *          

Dean Fox                         - 0 -                    *          

Laurence M. Scott, Jr.           30,500 (7)               *          

All directors and officers as a                                      
group (8 persons).               23,379,269 (7)          36.5%       


      *       Less than 1% of the outstanding shares of the Company's Common
Stock.                                          

 (1)     The address of Messrs. Jack Tramiel, Sam Tramiel, Leonard
               Tramiel, and Garry Tramiel, is 1196 Borregas Avenue, Sunnyvale,
California 94089.                               

        (2)     The number of shares indicated as beneficially owned by Mr. Jack
               Tramiel includes shares held jointly by Jack and Helen Tramiel,
      his wife. Jack Tramiel disclaims beneficial ownership.

    (3)     The address of Time Warner Inc. is 75 Rockefeller Plaza, New
York, New York 10019.                           

    (4)     This number includes 50,708 shares held in trust for Mr. Sam
              Tramiel's three minor children; however, Mr. Tramiel disclaims
             beneficial ownership of the shares. This number also includes
            40,000 shares owned by Tziporah Tramiel, Mr. Tramiel's wife;
            however, Mr. Tramiel disclaims beneficial ownership of these
shares.                                         

        (5)     This number includes 40,000 shares owned by Preeva Tramiel, wife
              of Leonard Tramiel and 8,000 shares owned by minor children of
                Mr. Tramiel; however, Mr. Tramiel disclaims beneficial ownership
of these shares.                                

      (6)     The address of Sega Holdings USA is c/o Sega of America, Inc.,
           303 Twin Dolphin Drive, Suite 200, Redwood City, California
94065.                                          

     (7)     Includes options to purchase 185,000, 10,000, 45,000, 21,250,
                20,000, 20,000, 30,500, and 331,750 shares exercisable within 60
           days of the date of this Proxy held by Messrs. Sam Tramiel,
       Garry Tramiel, Leonard Tramiel, August Liguori, Leonard
               Schreiber, Michael Rosenberg, Laurence Scott, and all directors
and officers as a group, respectively.          

ELECTION OF DIRECTORS                                                           

   The Company's directors are to be elected at each annual meeting of
shareholders.  At this Meeting, five directors will be elected to serve until   
the next annual meeting of shareholders and until their successors are elected  
and qualified.  The nominees for election as directors at this Meeting are set  
forth in the table below.  All are incumbent directors who have served as such  
during the last fiscal year.  Each of the nominees has consented to serve as    
director if elected.                                                            

        In the event that any of the nominees for directors should become unable
to serve if elected, it is intended that shares represented by proxies which are
executed and returned will be voted for such substitute nominee(s) as may be    
recommended by the Company's existing Board of Directors.  To the best of the   
Company's knowledge, all nominees are and will be available to serve.           

Nominee           Age    Position(s) with the Company           

Jack Tramiel       66    Chairman of the Board                  
        Sam Tramiel        45    Director, President and Chief Executive Officer
  August J. Liguori  43    Director, Vice President - Finance, Chief
                             Financial Officer, Treasurer, and Secretary
Leonard Schreiber  80    Director                               
Michael Rosenberg  67    Director                               

  Jack Tramiel founded the Company in May 1984 and has served as its
           Chairman and, until May 1988, Chief Executive Officer.  Mr.
         Tramiel is the father of Sam, Leonard, and Garry Tramiel.

       Sam Tramiel has been President and a Director of the Company since June
1984 and became Chief Executive Officer in 1988.

      August J. Liguori joined the Company in April 1986 as Vice President -
            Administration, Atari U.S. Corp.  Mr. Liguori served as Vice
            President and General Manager, Atari U.S. Corp. from October
           1986 to October 1989; as Vice President, Atari Corporation,
              October 1989 to October 1990; and as Vice President - Finance,
              Treasurer, and Chief Financial Officer since October 1990, and
         Secretary since June 1994.  He became a director in 1992.

 Leonard I. Schreiber has been a Director of the Company since its
              formation in 1984 and served as a Vice President and Secretary
               of the Company from its formation through 1986. He is a partner
              of Schreiber & McBride, which serves as General Counsel to the
Company.                                        

        Michael Rosenberg was elected to the Company's Board of Directors in May
          1987.  Mr. Rosenberg has been Chairman and Chief Executive
             Officer of Ross & Roberts, Inc., a plastics company, since he
            acquired that company in September 1987.  Prior to September
                1987, he was employed by Ross & Roberts, Inc.  He is a Certified
Public Accountant.                              

Director Fees                                                                   

        The outside directors, Michael Rosenberg and Leonard Schreiber, are paid
$500.00 per meeting. Each outside director received options to purchase 20,000  
shares of Common Stock in 1992 at an exercise price of $1.75 per share, vesting 
over five year period.                                                          

Board Meetings and Committees                                                   

  The Company's Board of Directors met five times during 1994.  Each
director attended at least 80% in aggregate of the meetings of the Board of     
Directors and of the Committees on which such director served during the year.  
The Board has the following Committees:                                         

      Executive Committee  The members are:  Jack Tramiel,  Sam Tramiel, and
              August Liguori. The Committee met three times during the year.
              The Executive Committee reviews and recommends to the Board of
             Directors action on major business activities of the Company.

   Audit Committee   The members are: Leonard I. Schreiber and Michael
              Rosenberg.  The Committee met once during the year.  The Audit
             Committee is primarily responsible for approving the services
       performed by the Company's independent auditors and for
                reviewing and evaluating the Company's accounting principles and
its system of internal accounting controls.     

      Compensation & Stock Option Committee  The members are:  Jack Tramiel,
              Leonard I. Schreiber and Michael Rosenberg.  The Committee met
         twice during the year.  The Compensation and Stock Option
      Committee reviews and approves the Company's executive
              compensation policy and administers the Company's stock option
and restricted stock plan.                      

Management recommends voting "FOR" the election of Messrs. J. Tramiel, S.       
Tramiel, A. Liguori, L. Schreiber, and M. Rosenberg.  Unless otherwise directed 
by a shareholder, proxies will be voted "FOR" the election of such nominees.    

EXECUTIVE OFFICERS OF THE COMPANY                                               

     The following table sets forth those executive officers not set forth
above as Directors:                                             

Name                    Age     Position(s) with the Company    
       Dean Fox                49      Senior Vice President, Marketing, Atari
                                        Corporation since March 1995.  From 1990
                                  to March 1995, Mr. Fox worked as a
                                        consultant to the entertainment software
                        and video game industry.

 Laurence M. Scott, Jr.  49      Vice President, Manufacturing and
                                      Operations, Atari Corporation, October
                                 1992 to December 1994; President,
                                        Radofin, an OEM contract manufacturer in
                                      Japan, from May 1978 to November 1991.

  Leonard Tramiel         40      Vice President - Advanced Software
                                    Development, Atari Corporation since
                                    March 1991; Vice President- Software
                                    Development, Atari Corporation, July
                   1984 to March 1991.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                     

 Leonard Schreiber, a director of the Company, was a member of the
Compensation Committee during 1994.  He is not a present officer or employee of 
the Company or any of its subsidiaries.  Mr. Schreiber served as a Vice         
President of the Company from its formation in 1984 through 1986.               

 Michael Rosenberg, a director of the Company, was a member of the
Compensation Committee during 1994.  He is not a present officer or employee of 
the Company or any of its subsidiaries.                                         

Jack Tramiel, a director of the Company, was a member of the    
Compensation Committee during 1994.  He was an employee and executive officer of
the Company from its inception until May 1994.                                  

The information contained below under the captions "Compensation
Committee Report of Executive Compensation" and "Performance Graph" shall not be
deemed to be "soliciting material" or to be "filed" with the Securities and     
Exchange Commission, nor shall such information be incorporated by reference    
into any future filing under the Securities Act of 1933 or the Securities       
Exchange Act of 1934, except to the extent that the Company specifically        
incorporates it by reference into such filing.                                  

COMPENSATION COMMITTEE REPORT OF EXECUTIVE COMPENSATION                         

General                                                                         

   How the Company compensates executives reflects how they -- and the
Company -- perform.  But actually measuring performance is a complex subject,   
and the Compensation Committee and the Board of Directors firmly believe that   
the Company's shareholders are entitled to a detailed, clear explanation of what
is involved.                                                                    

        This report consists of three sections.  First, the report discusses the
compensation philosophy of the Company.  Simply stated, Atari believes in tying 
pay to performance.  Second, the report discusses the three elements which      
comprise compensation -- salary, annual and long- term incentive compensation.  
Third, the report discusses the Chief Executive Officer's compensation and how  
his pay is tied to both his and the Company's performance.                      

Compensation Philosophy                                                         

        The Company's compensation philosophy is designed to achieve a number of
results:                                                        

      Provide a direct link between executive pay and Company performance on
behalf of its shareholders;                               

Attract, motivate and retain key executives;                    

Compensate executives for their successful long-term strategic  
management of the Company; and                            

      Establish compensation opportunities based on competitive levels among
comparably-sized companies.                               

Elements of Executive Compensation                                              

        Executives are compensated with a base salary, stock options and a bonus
plan.  This combination is intended to provide executives with a base salary    
that is competitive in the industry, with short-term incentives through a bonus 
plan based on annual profitability, and long-term incentives based on the value 
of stock through holdings or options.  This plan means that the Company's       
compensation for its executives in the near term is salary and, if the Company  
is profitable, a bonus, while in the longer term the executives will            
significantly increase their overall income by achieving and sustaining         
profitability that is reflected in the value of the Company's stock in the open 
market.                                                                         

Salary                                                                          

     Base salaries are generally positioned at approximately the Company's
perception of the market rate in the multimedia industry.  Total compensation,  
which includes base salary plus incentives, is positioned at the average of     
general industry median pay levels.  Both categories are used to ensure that if 
the Company engages in any future executive recruitment, compensation accurately
reflects the marketplace.                                                       

     In 1994, the Compensation Committee approved an offer to officers and
others that were subject to a salary cut in May, 1993.  The offer took the form 
of a choice of (i) reinstatement of salary to amounts earned prior to May, 1993;
or (ii) in lieu of reinstatement of salary, receiving options to purchase two   
(2) shares, exercisable at the fair market value on the grant date ($5.25 per   
share) for each dollar of salary cut; or (iii) a combination of reinstatement of
a portion of salary and a portion of stock options.  All officers (except Sam   
Tramiel, President and CEO) elected a reinstatement of salary to amounts earned 
prior to May, 1993; Mr. Sam Tramiel selected a combination of reinstatement of a
portion of salary and a portion of stock options.                               

Bonus Plan and Special Bonus                                                    

     The Company has a bonus plan whereby a bonus pool equal to 10% of the
yearly increase in after-tax profits, exclusive of extraordinary and            
non-recurring items, is made available for distribution on a discretionary      
basis.  The Board of Directors feels that such a plan is necessary to attract   
and keep qualified employees.  In 1994, the Company distributed no bonus        
payments other than as specified below.  Since the Company has made no          
distribution under this plan, the Compensation Committee has not formalized     
performance standards and related distribution.                                 

 In addition, in 1994 the Compensation Committee (Mr. Jack Tramiel
abstaining) elected to grant to Mr. Sam Tramiel a bonus of $250,000 and Mr.     
Liguori a bonus of $50,000 following the execution of certain agreements with   
Sega Enterprises, Ltd. ("Sega") in which the Company received from Sega $69.8   
million as follows:                                                             

   $40.0 million from the sale to Sega of 4,705,883 common shares at a
purchase price of $8.50 per Share; and                          

   $29.8 million ($50.0 million net of $20.2 million of legal fees and
       associated costs) in exchange for a grant of a comprehensive license by
     the Company to Sega of a library of Atari patents issued between 1977
through 1984 (excluding certain of the Company's Jaguar and Lynx
patents) through the year 2001.                                 

The Compensation Committee granted such bonus in recognition of 
outstanding performance with respect to work in connection with the sale of the 
stock and grant of the license to Sega.                                         

Chief Executive Officer Compensation                                            

     As already discussed, the Company's executive compensation program is
based on performance.  The Chief Executive Officer's total 1994 compensation was
designed to be equal to the multimedia industry median pay levels. During 1994, 
Mr. Tramiel received a salary of $150,000, a bonus specified above, and options 
to purchase 25,000 shares of Common Stock in lieu of a complete reinstatement of
salary as described above.                                                      

COMPENSATION COMMITTEE                                                          

Jack Tramiel                                                                    
Leonard I. Schreiber                                                            
Michael Rosenberg                                                               

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PERFORMANCE GRAPH                                                               

Comparison of Five Year Cumulative Total Return                                 
Between Atari Corporation, AMEX Composite Index and Chips & Technologies, Inc.  

PERFORMANCE GRAPH submitted on printed preliminary Definitive 14A Proxy   
Statement, filed with the SEC on May 9, 1995.                             

                                                                · Download Table

                Cumulative Total Return                             
                                                                    

                1988    1989    1990    1991    1992    1993    1994
Atari Corp      $100    $153    $31     $27     $21     $102    $68 
AMEX            $100    $124    $101    $129    $130    $156    $142
CHPS            $100    $136    $55     $58     $34     $49     $53 

                                                                · Download Table

                Percent Annual Change                               
                                                                    
                1988    1989    1990    1991    1992    1993    1994
Atari Corp      $100    53%     -80%    -14%    -21%    384%    -34%
AMEX            $100    24%     -18%    28%     1%      20%     -9% 
CHPS            $100    36%     -60%    7%      -42%    44%     8%  

Selection of Peer Company                                                       

        During 1994, the Company's principal products were the Jaguar video game
console, associated games, the Lynx handheld console and associated games, and  
personal computers. Revenues from the video game and personal computer segments 
represented 84% and 16%, respectively, of total revenue.  The Company does not  
believe it can reasonably identify a peer group and/or a peer company because   
the Company's competition were in two different lines of business, and therefore
a fair comparison cannot be made.  The Company believes that a fair peer        
comparison is Chips & Technologies, Inc. which develops technology for similar  
lines of business for broader applications, i.e., microprocessors and customized
chips.  In addition, Chips & Technologies has a similar market capitalization to
the Company.                                                                    

EXECUTIVE COMPENSATION                                                          

      The following table sets forth all compensation earned during the past
three fiscal years by the Chief Executive Officer of the Company and the three  
current and former executive officers of the Company other than the Chief       
Executive Officer that were most highly compensated for service rendered to the 
Company during the last fiscal year (collectively, Executive Officers) :        

SUMMARY COMPENSATION TABLE                                                      

                                                                · Download Table

                                Annual Compensation             Long Term   
                                                                Comp Awards 

Name &           Year    Salary ($)      Bonus ($)       Other   Options (#)
Principal                                                Annual             
Position                                                Comp ($)1           
                                                                            

Sam Tramiel      1994    150,000         250,000         206     25,000     
 President and   1993    166,346         - 0 -           239     25,000     
 Chief           1992    207,692         - 0 -           306     - 0 -      
 Executive                                                                  
 Officer                                                                    

August J.                                                                   
 Liguori         1994    142,834         50,000          190     - 0 -      
 Chief           1993    134,856         - 0 -           175     36,250     
 Financial       1992    155,769         - 0 -           206      - 0 -     
 Officer                                                                    

Laurence Scott,                                                             
 Jr.             1994    133,425         - 0 -           291     - 0 -      
 Vice President, 1993    131,250         - 0 -           2,247   10,500     
 Manufacturing   1992    24,231          - 0 -           684     50,000     
 and Operations                                                             

Richard Miller   1994    142,644         - 0 -           93      - 0 -      
 Vice President, 1993    140,625         - 0 -           108     66,250     
 Technology (2)  1992    150,000         - 0 -           108     - 0 -      


(1)     Group term life insurance benefits.                                     
(2)     Mr. Miller resigned in November 1994.                                   

Stock Options                                                                   

    The following table sets forth information as to options to purchase
Common Stock granted to each of the Executive Officers:                         

Option Grants in Last Fiscal Year                                               

                                                                · Download Table


                                                       Potential Realizable  
                                                       Value at Assumed      
                                                       Annual Rates of Stock 
                                                       Price Appreciation for
                        Individual Grants              Option Term (1)       
--------------- -------------------------------------- ----------------------
Name            Number of    % of Total Exer-   Expir- 5%       10%          
                Securities   Options    cise    ation                        
                Underlying   Granted To Price   Date                         
                Options      Employees  ($$ /Sh)                             
                Granted (#)  in Fiscal                                       
                             Year                                            
--------------- -----------  ---------- ------- ------- ------- -------------
                                                                             

Sam Tramiel     25,000 (2)      8% (3)  $5.25   May     $36,262 $80,129      
                                                1999                         

Laurence Scott  - 0 -           - 0 -   N / A   N / A   N / A   N / A        

August Liguori  - 0 -           - 0 -   N / A   N / A   N / A   N / A        

Richard Miller  - 0 -           - 0 -   N / A   N / A   N / A   N / A        
  (departed)                                                                 


(1)     The 5% and 10% assumed annual rates of appreciation are mandated by the 
rules of the Securities and Exchange Commission and do not represent the        
Company's estimate or projection of future Common Stock prices.  The "potential 
realizable value" at the assumed rates of appreciation were calculated using, as
the base, the exercise price of $5.25 per share.                                

(2)     This option was granted pursuant to the Company's 1986 Stock Option Plan
as amended in 1989.  The exercise price of the option was equal to the fair     
market value of the Company's Common Stock on the date of  grant, as determined 
by the Company's Board of Directors.  The option expires five years from the    
date of grant.  The option vests as follows:  25% per quarter over the 12 months
following the date of grant.                                                    

(3)     Based on options to purchase an aggregate of 289,500 shares granted in  
1994 by the Company under the 1986 Stock Option Plan as amended in 1989.        

      The following table is a summary of the stock options of the Executive
Officers as of December 31, 1994.                                               

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                                                                · Download Table

               Shares Value    Number of Securities      Value of Unexercised     
             Acquired Realized Underlying Unexercised    in the Money options at  
                   on ($)      options at Fiscal         Fiscal year-end($)(1)    
             Exercise          year-end                                           
                  (#)                                                             

NAME                           Exercisable Unexercis'ble Exercisable Unexercis'ble
-------------- ------ -------- ----------- ------------- ----------- -------------
                                                                                  
Sam Tramiel     - 0 -    - 0 - 132,500     92,500        $97,560     $64,800      
August Liguori  - 0 -    - 0 - 16,250      20,000         34,914      16,200      
Laurence Scott  - 0 -    - 0 - 30,500      30,000         77,109      69,200      
Richard Miller 66,000 $201,975 26,250      40,000         60,834      72,400      


__________________________________                                              

(1)     Value of underlying securities at year end ($3.81 on December 31, 1994),
minus the exercise price per share.                                             

CERTAIN TRANSACTIONS                                                            

   Loans were outstanding from the following Executive Officers of the
Company and are repayable on demand:                                            

                         Purpose         Highest         Outstanding
        Name                   of Loan         During Year     April, 1995  Rate

 August J. Liguori           Personal Loan   $76,000         $56,000      7%

      In addition, the Company sold 1,500,000 shares of common stock to Time
Warner Inc. at a price of $8.50 per share.  The Company also issued 70,000      
shares of common stock to Atari Games Corporation, a subsidiary of Time Warner  
Inc. to extinguish accrued royalty liabilities and minimum guarantees.  These   
transactions closed on April 19, 1994.                                          

SHAREHOLDER PROPOSALS                                                           

  Shareholders intending to offer proposals for consideration at the
Company's 1996 Annual Meeting of Shareholders must deliver the proposal to the  
Company no later than January 10, 1996 to be included in its proxy statement and
form of proxy relating to that meeting.  Such proposals must comply with        
applicable corporation laws and with regulations of the Securities and Exchange 
Commission with respect to matters which may properly be submitted for action by
the shareholders, and should be addressed to the Secretary of the Company at    
1196 Borregas Avenue, Sunnyvale, California 94089.                              

RATIFICATION OF APPOINTMENT OF AUDITORS                                         

      Deloitte & Touche LLP has served as the Company's independent auditors
since 1984.  The Board of Directors has again selected such firm to audit the   
financial statements of the Company for the year ending December 31, 1995 and   
submits this selection for shareholder approval.  If the shareholders reject    
this selection, the Board will consider other firms of independent auditors.  A 
representative of Deloitte & Touche LLP will be present at the Annual Meeting   
and may make a statement and respond to appropriate shareholder questions.      

        Management recommends voting "FOR" the election of Deloitte & Touche LLP
as auditors.  Unless otherwise directed by a shareholder, proxies will be voted 
"FOR" the election of Deloitte & Touche LLP as independent auditors.            

ANNUAL REPORTS                                                                  

        The Company is using its Annual Report on Form 10-K, which is filed with
the Securities and Exchange Commission, as its Annual Report to Shareholders for
the fiscal year-ended December 31, 1994.  Such report is being mailed to        
shareholders with these proxy materials; however, such report is not            
incorporated in this Proxy Statement and shall not be deemed to be a part of the
Proxy solicitation material.                                                    

COMPLIANCE WITH SECTION 16(a) OF                                                
THE SECURITIES EXCHANGE ACT OF 1934                                             

     To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company, all directors, officers and 10%          
shareholders of the Company filed with the Securities and Exchange Commission on
a timely basis all reports required by Section 16(a) of the Securities Exchange 
Act of 1934 during or with respect to the Company's most recent fiscal year.    

OTHER BUSINESS AND DIRECTOR NOMINATIONS                                         

     At the time of the preparation of this Proxy Statement, the Company's
Board of Directors had not been informed of any other matters which would be    
presented for action at the Annual Meeting.  If any other matters are properly  
presented, the person named in the accompanying form of Proxy will vote or      
refrain from voting in accordance with his or her best judgment.                

                                              By Order of the Board of Directors

                              /S/ August Liguori

                                     August Liguori, Secretary

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This DEF 14A Filing		Date		First		Last			Other Filings
		4/19/94		3
		12/31/94		1		3			10-K
		4/6/95		1
		5/5/95		1
		5/9/95		2
Filed On / Filed As Of		5/30/95
For The Period Ended		6/5/95		1
		12/31/95		3					10-K405, NT 10-K
		1/10/96		3
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