Bl IOfficial Form 1\11/0S\

United States Bankruptcy Court

Voluntary Petition
District of Delaware
Name of Debtor (if individual, enter Last, First, Middle) Name of Joint Debtor (Spouse) (Last, First, Middle):
Electroglas International, Inc.
All Other Names used by the Debtor in the last 8 years All Other Names used by the Joint Debtor in the last 8 years
(include married, maiden, and trade names): (include married, maiden, and trade names):
Last four digits of Soc. Sec. or Individual-Taxpayer !.D. (!TIN) No./Complete EIN Last four digits of Soc. Sec. or Individual-Taxpayer !.D. (!TIN) No./Complete EIN
(if more than one, state all) (if more than one, state all)
77-0345011
Street Address of Debtor (No. and Street, City, and State): Street Address of Joint Debtor (No. and Street, City, and State):
5729 Fontanoso Way
San Jose, CA
ZIP Code ZIP Code
I 95138 I
County of Residence or of the Principal Place of Business: County of Residence or of the Principal Place of Business:
Santa Clara
Mailing Address of Debtor (if different from street address): Mailing Address of Joint Debtor (if different from street address):
ZIP Code ZIP Code
I I
Location of Principal Assets of Business Debtor
(if different from street address above):
Type of Hcbtor Nature of Business Chapter of Bankruptcy Code Under Which
(Form ofOrganJn:ttion) (Check one box) the Petition is Filed (Check one box)
(Check one box)
D 1-lealth Care Business
D Chapter 7
D Individual (includes Joint Debtors)
D Single Asset Real Estate as defined
D Chapter 9
D Chapter 15 Petition for Recognition
in II U.S.C. 101 (51B)
Chapter 11
of a Foreign Main Proceeding
See Exhibit D on page 2 of this form. D Railroad
Corporation (includes LLC and LLP)
D Stockbroker
D Chapter 12 D Chapter 15 Petition for Recognition
D Commodity Broker
D Chapter 13
of a Foreign Nonmain Proceeding
D Partnership
D Clearing Bank
0 Other (lf debtor not one of the above entities,
Ofher Nature of Hebts
check tltis box state type of entity below.)
(Check one box)
Tax-Exempt Entity
(Check box, if applicable)
0 Debts are primarily consumer debts, Debts are primarily
D Debtor is a tax-exempt organization
defined in II U.S.C. 101(8) as business debts.
under Title 26 of fhe United States
"incurred by an individual primarily for
Code (the Internal Revenue Code).
a personal, family, or household purpose."
Filing Fee (Check one box)
Check one box:
Chapter ll Hebtors
Full Filing Fee attached D Debtor is a small business debtor as defined in II U.S. C. I 01(51 D).
D Filing Fee to be paid in installments (applicable to individuals only). Must
Debtor is not a small business debtor as defined in II U.S. C. 10!(51D).
Check if;
attach signed application for the court's consideration certifying that the debtor
D

>d debts (excluding debts owed

is unable to pay fee except in installments. Rule I 006(b ). See Official Form 3A.
to insiders or s) are less than ,190,000.
D
Filing Fee waiver requested (applicable to chapter 7 individuals only). Must
I Cheg all . h h ..
attach signed application for the court's consideration. See Official Form 38.
A IS emg I e Wit t IS petll!on.
D Acceptances of the plan were solicited pre petition from one or more
classes of creditors, in accordance with II U.S. C. 1126(b).
StatisticaVAdministrative Information THIS SPACE IS FOR COURT USE ONLY
D Debtor estimates that funds will be available for distribution to unsecured creditors .
Debtor estimates that, after any exempt property is excluded and administrative expenses paid.
there will be no funds available for distribution to unsecured creditors.
Estimated Number of Creditors

D D D D D D D D D
1- 50- 100- 200- 1,000- 5,001- 10,001- 25,001- 50.001- OVER
49 99 199 999 5,000 10,000 25,000 50,000 100,000 100,000
Esttmated Assets
D D D

D D D D D
lo to $500,001 $1,1XXt,OOI $50,000.1XJt $IOO,OIKJ,IXJI $500,000.001 More than
IO $1 to $10
mtltiOn
to $100 to $500 to $1 bllhon $1 b1lhon
null ion million million million
Estimated Liabilities
D D D D D

D D D D
$tlto $t1Xt,001 to $5txl,001 $LOOIJ,Oill $10,000,1KJI $50,000,1Klt $11Kl,OOIJ,IXJ1 $5tKJ,OIKJ,IKJ1 More than
Arull.Jf\t:: 1
$50,1XXJ $5tKJ,OIKJ (O $1 to $10 to $50 to $11Kl to $500 to $1 billion $1 billion
million million million million million
'
Ot!\TE ..
,!'flo"\
Bl (Official Form 1)(1/08) Page2
Voluntary Petition
Name ofDebtor(s):
Electroglas International, Inc.
(This page must be completed and filed in every case)
All Prior Bankruptcy Cases Filed Within Last 8 Years (If more than two, attach additional sheet)
Location
Case Number: Date Filed:
Where Filed: -None-
Location
Case Number: Date Filed
Where Filed
Pending Bankruptcy Case Filed by any Spouse, Partner, or Affiliate of this Debtor (If more than one, attach additional sheet)
Name of Debtor: Case Number: Date Filed:
Electroglas, Inc. 7/09/09
District: Relationship: Judge:
Delaware
Parent
Exhibit A
Exhibit B
(To be completed if debtor is an individual whose debts are primarily consumer debts.)
(To be completed if debtor is required to file periodic reports (e.g., I, the attorney for the petitioner named in the foregoing petition, declare that I
forms I OK and I OQ) with the Securities and Exchange Commission
have informed the petitioner that [he or she] may proceed under chapter 7, I I,
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
I 2, or 13 of title II, United States Code, and have explained the relief available
and is requesting relief under chapter II.)
under each such chapter. I further certify that I delivered to the debtor the notice
required by I I U.S.C. 342(b).
0 Exhibit A is attached and made a part of this petition.
Signature of AI for Debtor(s) (Date)
Exhibit C
Does the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable harm to public health or safety?
D Yes, and Exhibit C is attached and made a part of this petition.
No.
Exhibit D
(To be completed by every individual debtor. !fa joint petition is filed, each spouse must complete and attach a separate Exhibit D.)
0 Exhibit D completed and signed by the debtor is attached and made a part of this petition.
Ifthis is a joint petition
D
Exhibit D also completed and signed by the joint debtor is attached and made a part of this petition.
Information Regarding the Debtor- Venue
(Check any applicable box)

Debtor bas been domiciled or has had a residence, principal place of business, or principal assets in this District for 180
days immediately preceding the date of this petition or for a longer part of such 180 days than in any other District.

There is a bankruptcy case concerning debtor's affiliate, general partner, or partnership pending in this District.
D
Debtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in the United States in
this District, or has no principal place of business or assets in the United States but is a defendant in an action or
proceeding [in a federal or state court] in this District, or the interests of the parties will be served in regard to the relief
sought in this District.
Certification by a Debtor Who Resides as a Tenant of Residential Property
(Check all applicable boxes)
0
Landlord has a judgment against the debtor for possession of debtor's residence. (If box checked, complete the following.)
(Name of landlord that obtained judgment)
(Address of landlord)
D
Debtor claims that under applicable non bankruptcy law, there are circumstances under which the debtor would be permitted to cure
the entire monetary default that gave rise to the judgment for possession, after the judgment for possession was entered, and
D
Debtor has included in this petition the deposit with the court of any rent that would become due during the 30-day period
after the filing of the petition.
0
Debtor certifies that he/she has served the Landlord with this certification. (II U S.C. 362(1)).
B1 (Official Form 1)(1108) Pa e3
Voluntary Petition
Name ofDebtor(s):
Electroglas International, Inc.
(Fhis page mus1 be completed ami filed in every case)
Signatures
X
Signature(s) ofDebtor(s) (Individual/Joint)
I penalty of perjury that the information provrded rn thrs
perit1on I:S true and corrc<:t
[Tf pe1ltwner is an individual whose debts are rrlmanly and
has chosen to tile undt'r chapter 7] I am aware that I may proceed under
chapter 7, I I, 12, or I 3 of trtle I I, Umted States Code, understand the relief
available under each such chapter, and choose to proceed under chapter 7
[If no attorney represents me and no bankruptcy petition preparcr srgns lhc
petition II have obtained and read the notice required by II U S.C 342(b)
I request re!Jef in accordance with the chapter of title ll, Unrted Srates Code,
specified in lhis petition.
Signature of Debtor
Signature
Telephone Number
Date
Attorney for Debtor(s)
David B. Stratton IDtlaware Bar No. 960)
Printed Name of Attorney for Debtor(s)
Fim1 Name
1313 Market Street, Suite 5100
Wilmington, DE 19899-1709
Addres:;
Email: strattond@pepperlaw.com
302-707-6500 Fax: 302421-8390
Telephone Number
'In a case in which
certification that the
mformation in the is incorrect
constitutes a
that the
Signature of Debtor (CorporationiPl!rtucrship)
I declare under of perjury that the infonnation provided in lhis
petition ts true correct, and that I have been authorized to file this petition
on behnlf of the debtor
Signnture of a Foreign Representative
I penalty of perjury that the rnfPrmation provided 10 this petition
is tn"' anu that I am the foreign representative of a debtor in a foreign
and that I am authonzed to f1le this petition
(Check only one box)
0 I request relief in accordance with chapter J 5 of title 11 United States Code.
Certified copies oflhe documents required by I I U.S.C. 1515 are attached.
0 Pursuant to 11 U S .C *!51 I, I request relief in accordance wlth the chapter
of title II spcclfJIUim thiS petition. A certitied copy of the order granting
recognitiOn of the fore:gn main proceedmg is attached.
Signature of Non-Attorney Bankruptcy Petition Preparer
l declare. underpeoolty of perjury that (l)lam a llankruptcy petition
preparer as defmed in 11 US C. 1 1 0; (2} 1 prepared \llis document for
compensation and have provided the dcb).()r with a copy of this dooomenf
and lhe notices and information requ!ri!d under II U.S, C. 110(b),
llO(h), anil 342(tr}; and, (3) if rules or guldeli11es have been promulgated
pursuant to 11 U.S,C lJ O(h) setting <rmaxinmm for services
chargeable by bankruptcy petition preparers, I have given the debtor notice
of the maximum amount preparing any dooument for filing for a
debtor or any fee trom the debtor, as required in that section.
Offk-ial Fom1 1$ attached
Preparer
the not
an individuaL state the Social Sccwity of the officer,
principaL responsible person or partner of the bankruptcy petition
prcparer)(Required by II lJ.S.C. I 10.)
Signature of Bankruptcy Petition Pre parer or
person,or parorer whose Social Security number
principal, responsible
provided above.
Names and Social-Security numbers of all o:her individuals who prepared or
assisted inpreparmg chis document unless d1e bankruptcy petition prepareris
not an mdlviduaL
lf more rhan one perSPn prepared thts docttment attach additional sheets
conforming to the appropriate official form for each person.
A bankrupu::y petition pre parer's failure to wmp(v wilh the provisions of
rrtle I I and the lederal Rules of Bankruplcy f
1
rocedure may result in
Jines or Imprisonment or both I 1 / i,SC 110: /8 USC 156.
In re
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter II
ELECTROGLAS INTERNATIONAL, INC.
)
)
)
)
)
)
)
Case No. 09-
Debtor.
L_)
LIST OF CREDITORS HOLDING THE TWENTY (20) LARGEST
UNSECURED CLAIMS AGAINST ELECTROGLAS INTERNATIONAL, INC.
The following list (the "List of Creditors") is the list of creditors holding the twenty (20)
largest unsecured claims against Electroglas International, Inc. ("Electroglas International").
The List of Creditors reflects estimated amounts owed by Electroglas International as of the
Petition Date.
The List of Creditors has been prepared from the books and records of Electroglas
International as of July 7, 2009. Electroglas International takes no position at this time regarding
whether any of the parties included in the List of Creditors are "insiders" of Electroglas
International, as that term is defined in section 101 (31) of the Bankruptcy Code, and the
inclusion or exclusion of any party to this List of Creditors shall not constitute an admission by,
nor shall it be binding on, Electroglas International in any respect. Electroglas International
expressly reserves the right, in its sole discretion, to challenge the validity, priority or amount of
any obligation reflected in the List of Creditors.
ny-873364
B4 (Official Form 4) (12/07)
In re Electroglas International, Inc.
United States Bankruptcy Court
District of Delaware
Debtor(s)
Case No.
Chapter
LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS
Following is the list of the debtor's creditors holding the 20 largest unsecured claims. The list is prepared in
accordance with Fed. R. Bankr. P. 1007(d) for filing in this chapter 11 [or chapter 9] case. The list does not include (1)
persons who come within the definition of "insider" set forth in 11 U.S.C. 101, or (2) secured creditors unless the value
of the collateral is such that the unsecured deficiency places the creditor among the holders of the 20 largest unsecured
claims. If a minor child is one of the creditors holding the 20 largest unsecured claims, state the child's initials and the name
and address of the child's parent or guardian, such as "A.B., a minor child, by John Doe, guardian." Do not disclose the
child's name. See 11 U .S.C. 112; Fed. R. Bankr. P. 1007{m).
(1)
(2) (3) (4) (5)
Name of creditor and complete
Name, telephone number and complete Nature of claim (trade Indicate ifclaim is Amount of claim [if
mailing address including zip
mailing address. including zip code. of debt, bank loan, contingent. secured, also state
code
employee, agent, or department of creditor government contract, unliquidated, value of security]
familiar with claim who may be contacted etc) disputed, or subject
to setoff
Chunghwa Telecom Co., Ltd
Attn: President, Secretary, Manager Trade debt 2,108.03
No. 136, Sianjheng 9th Road
or Counsel
Jhubei City
Chunghwa Telecom Co., Ltd
Hsinchu County 30295
No. 136, Sianjheng 9th Road
Taiwan, ROC
Jhubei City
Hsinchu County 30295
Taiwan R.O.C.
886-0800080123
CPRO
Attn: President, Secretary, Manager Trade debt 1,033.93
10 Rue F. Pelloutier BP244
or Counsel
38433 Echirolles Cedex
CPRO
France
10 Rue F. Pelloutier. BP244
38433 Echirolles Cedex
France
04 76 40 07 58
Department of Labor
Attn: Legal Department Payroll 1,251.03
No.4, Sec.1, Roosevelt Road
Department of Labor
Jhongjheng Dist.
No. 4, Sec. 1, Roosevelt Road
Taipei City, 10013 Taiwan
Jhongjheng Dist.
(R.O.C.)
Taipei City, 10013 Taiwan (R.O.C.)
886-2-2720-8889
Global Technologie
Attn: Pierre Carries Trade debt 3,736.30
Zi du Peynier Avenue George
Global Technologie
Vacher
Zi du Peynier Avenue George Vacher
13790 Peynier, France
13790 Peynier, France
0033 {0) 4 18 860 4562
Hertz
Attn: President, Secretary, Manager Trade debt 1,323.24
Belfast lnt'l Airport Nl BT29
or Counsel
4AA
Hertz
Belfast, Northern Ireland UK
Belfast lnt'l Airport Nl BT29 4AA
Belfast, Northern Ireland UK
028 71811994
Software Copyright (c) 1996-2009 Best Case Solutions- Evanston. IL (800) 492-8037 Best Case Bankruptcy
84 (Official Form 4) (12/07)- Cont.
In re Electroglas International, Inc. Case No.
Debtor(s)
LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS
(Continuation Sheet)
(I) (2) (3) (4)
Name of creditor and complete Name, telephone number and complete Nature of claim (trade Indicate if claim is
mailing address including zip mailing address, including zip code, of debt, bank loan, contingent,
code employee, agent, or department of creditor government contract, unliquidated,
familiar with claim who may be contacted etc.) disputed, or subject
to setoff
HM Revenue Attn: VAT Legal Department Taxes
HRRC Center HM Revenue
Stewartfield Way, East HRRC Center
Kilbride Stewartfield Way, East Kilbride
UK G791AA UK G791AA
0131 317 7377
Horwath & Company, CPA's Attn: Sharon Lin Trade debt
12F, No. 369, FuHsing N. Rd. Horwath & Company, CPA's
Taipei City, Taiwan (R.O.C.) 12F, No. 369, FuHsing N. Rd.
10541 Taipei City, Taiwan (R.O.C.) 10541
886-2-27188686
Joe Tsai Joe Tsai Wages
No. 39, Alley 1, Lane 30, No. 39, Alley 1, Lane 30, Fucyun St.
Fucyun St. Hsinchu City
Hsinchu City Taiwan 300
Taiwan 300 886-3-5525168
Novalis Preyoyance Attn: Legal Department Taxes
6 Rue Bouchardon Novalis Preyoyance
Paris Cedex 10 6 Rue Bouchardon
France 75495 Paris Cedex 10
France 75495
096 939 71 71
Novalis Retraite Attn: Legal Department Taxes
Service Retraite Novalis Retraite
Orleans Cedex 9 Service Retraite
France 45954 Orleans Cedex 9
France 45954
096 939 71 71
Phoenix Travel Northwest Attn: Elvor Howarth Trade debt
Salford Quays Phoenix Travel Northwest
Manchester, UK M50 3XZ Salford Quays
Manchester, UK M50 3XZ
0044 (0) 161 877 5707
Pole Emploi Attn: Legal Department Taxes
TSA 30276 Pole Emploi
Lyon Cedex 20 TSA30276
France 69945 Lyon Cedex 20
France 69945
04 2610 07 06
PuChen Co. Attn: President, Secretary, Manager Trade debt
No. 83-13, Shueili Rd. or Counsel
East Dist. PuChen Co.
Hsinchu City, 30059 Taiwan No. 83-13, Shueili Rd.
(R.O.C.) East Dist.
Hsinchu City, 30059
Taiwan (R.O.C.)
886-3-5733039
Software Copyright (c) 19962009 Best Case Solutions Evanston, IL (800) 4928037
(5)
Amount of claim [if
secured, also state
value of security]
1,213.25
11,643.19
30,423.29
6,597.32
17,789.76
3,859.30
2,560.26
1,917.45
Best Case Bankruptcy
84 (Official Form 4) (12107)- Cont.
In re Electroglas International, Inc.
Case No.
Debtor(s)
LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS
(Continuation Sheet)
(1)
(2) (3) (4)
Name of creditor and complete
Name, telephone number and complete Nature of claim (trade Indicate if claim is
mailing address including zip
mailing address, including zip code, of debt, bank loan, contingent,
code
employee, agent, or department of creditor government contract, unliquidated,
familiar with claim who may be contacted etc.) disputed, or subject
to setofj
Science Park Logistic
Attn: Janet Sun Trade debt
No. 6, Gongye E. 6th Road
Science Park Logistic
East Dist.
No. 6, Gongye E. 6th Road
30077 Hsinchu City, Taiwan East Dist.
(R.O.C.)
30077 Hsinchu City
Taiwan (R.O.C.)
886-3-5783200 x-238
Sie Grenoble Vercors
Attn: Registere d'Active Taxes
24 Avenue Doyen Louis Weil
Sie Grenoble Vercors
BP 225
24 Avenue Doyen Louis Weil BP 225
Grenoble Cedex 1, 38000
Grenoble Cedex 1, 38000 France
France
33 04 76 54 57 45
Taipei National Tax Admin.
Attn: Legal Department Taxes
Ministry
Taipei National Tax Admin. Ministry
3F, No. 131, Sec. 3
3F, No.131, Sec. 3
10410 Taipei, Taiwan
10410 Taipei, Taiwan
886-2-27-183605
The Bank of New York Trust
Attn; Raymond Torres, Assistant VP Notes Contingent
Co.,N.A.,
The Bank of New York Trust Co., N.A., Unliquidated
as Trustee for the
as Trustee for the Bondholders
Bondholders
700 S. Flower Street
700 S. Flower Street
Los Angeles, CA 90017
Los Angeles CA 90017
213-630-6400
UPS
Attn: President, Secretary, Manager Trade debt
No. 112-626, Postal Box
or Counsel
Jhongshan Dist.
UPS
Taipei City, Taiwan (R.O.C.)
No. 112-626, Postal Box
10499
Jhongshan Dist.
Taipei City, Taiwan (R.O.C.) 10499
886-2-28809373
UPS Supply Chain
Attn: Cecile Vandekerckhove Trade debt
26 Boulevard Louise Michel
UPS Supply Chain
92232 Gennevilliers Cedex
26 Boulevard Louise Michel
France
92232 Gennevilliers Cedex
France
0033 {0) 1 58 81 07 13
URSSAF
Attn: Legal Department Taxes
38046 Grenoble Cedex 9
URSSAF
France 69945
38046 Grenoble Cedex 9
France 69945
00 33 388 18 52 44
Software Copyrtght (c) 1996-2009 Best Case Solutions- Evanston, IL (800) 492-8037
(5)
Amount of claim [if
secured, also state
value of security]
1,589.30
1,560.58
1,470.61
1,354.26
6,068.55
15,360.14
Best Case Bankruptcy
84 (Official Form 4) (12/07) Cont.
In re Electroglas lntemational, Inc.
Case No.
Debtor(s)
LIST OF CREDITORS HOLDING 20 LARGEST UNSECUR.ED CLAIMS
(Continuation Sheet)
DECLARATION UNDER PENALTY OF PERJURY
ON BEHALF OF A CORPORATION OR PARTNERSIDP
I, the Director of the corporation named as the debtor in this case, declare under penalty of perjury that I have read
the foregoing list and that it is true and c o m ~ c t to the best of my infonnation and belief.
Signature
Director
Penalty for making a false statement or concealing property; Fine of up to $500,000 or imprisonment for up to 5 years or both.
18 U.S.C. 152 and 3571.
SoftWare Copynght !C) 19962009 Best Case Solutions Evanston, ll !800) 492-8037
In re Electroglas International, Inc.
United States Bankruptcy Court
District of Delaware

Case No.
Chapter
CORPORATE OWNERSHIP STATEMENT (RULE 7007.1)
Pursuant to Federal Rule of Bankruptcy Procedure 7007.1 and to enable the Judges to evaluate possible disqualification
or recusal, the undersigned Director for Electroglas International. Inc. in the above captioned action, certifies that the
following is a (are) co.rporation(s), other than the debtor or a governmentaltmit, that directly or indirectly own(s) 10% or
more of any class ofthe corporation's(s') equity interests, or states that there are no entities to report under FRBP 7007 .I:
0None [Check if applicable]
Director for Electroglas InternationaL Inc.
SoftWare Copyrlgh\ (c) 1900.2009 BaS! case SoiU!Ioos. Inc.- Evanston. IL. (800) 492-8037 Best Case Bankruptcy
MINUTES OF A MEETING
OF THE
BOARD OF DIRECTORS
OF ELECTROGLAS INTERNATIONAL, INC.
June 19, 2009
A meeting of the Board of Directors (the ''Board'') of Electroglas Intemational, Inc., a
Delaware corporation (the "Corporation''). was held on Friday, Jw1e 19, 2009, at 10:00 a.m. Pacific
Time. Present were Warren Kocmond and Torn Brunton.
As the first order ofbusiness, the Board discussed the current status of the Corporation's
liabilities and liquidity situation and the continuing efforts to seek strategic alternatives including the
voluntary filing of a petition for relieflmder the provisions of Chapter 11 of title 11 of the United
States Code (the "Bo;ltkruptcy Code"). Questions were asked and answered and a general discussion
ensued. Upon motion dulymade, seconded and approved, the following recitals and resolutions were
adopted:
WHEREAS, the Board of Directors reviewed the materials presented by the management and
the advisors of the Corporation regarding the liabilities and liquidity situation ofthe Corporation, the
strategic alternatives available to it and the impact of the foregoing on the Corporation's business and
shareholders;
WHEREAS. the Board ofDirectors has reviewed, considered, and received the
recommendations of the senior management ofthe Corporation and the Corporation's legal,
financial and other advisors as to the relative risks and benefits of pursuing a bankruptcy
proceeding under Chapter 11 of the Bankruptcy Code; and
WHEREAS. the Board of Directors has had the opportunity to consul1 with the management
and the advisors of Corporation and fully consider each of the strategic altematives available to the
Corporation.
NOW THEREFORE, IT IS HEREBY:
RESOLVED, that in the judgment ofthe Board of Directors, it is desirable and in the best
inlerests of the Corporation, its creditors and other parties in interest, that the Corporation file or cause
to be filed a voluntary petition for relief under the provisions of chapter 11 of the Bankmptcy Code;
and be it further
RESOLVED, that the officers of the Corporation (collectively, the "Authorized Officers''),
each acting alone or with one or more other Authorized Officers be, and they hereby are, authorized
and empowered to execute and file on behalf of the Corporation all petitions, schedules, lists and other
motions, papers or docwnents, and to take any and all action that they deem necessary or proper to
obtain such relief, including, without limitation, any action necessary to maintain the ordinary course
operation of the Corporation's business or to otherwise sell any or all of the Corporation's assets
pmsuant to section 363 of the Bankruptcy Code; and be it further
RESOLVED, that the Authorized Officers be, and they hereby are, authorized and directed to
employ the law finn of Morrison & Foerster LLP as special counsel to represent and assist the
pa-1346613
Corporation in negotiating and con.'lummating the sale of ils assets, obtaining any postpetition
financing or use of cash collateral, advising the Corporation with respect to key customer disputes,
employment and labor issues, intellectual property matters, and any other matters on which Morrison
& Foerster LLP has previously provided services, and in carrying out the Corporation's duties under
the Bankruptcy Code; and in connection therewith, the Authorized Officers are hereby authorized and
directed to execute appropriate retention agreements, pay appropriate retainers prior to and
immediately upon filing ofthe chapter 11 case and cause to be filed an appropriate application for
authority to retain the services of Morrison & Foerster LLP; and be it further
RESOLVED, that the Authorized Officers be, and they hereby are, authorized and directed to
employ the law firm of Pepper Hamilton LLP as Delaware bankruptcy counsel to represent and assist
the Corporation in carrying out its duties under the Bankruptcy Code, and to take any and all actions to
advance the Corporation's rights and obligations, including filing any pleadings; and in connection
therewith, the Authorized Officers are hereby authorized and directed to execute appropriate retention
agreements, pay appropriate retainers prior to and immediately upon filing of the chapter 11 case and
cause to be filed an appropriate application for authority to retain the services of Pepper Hamilton
LLP; and be it further
RESOLVED. that the Authorized Officers be. and they hereby are, authorized and directed to
employ the law firm of Gide Loyrette Nouel A.A.R.P.I. as foreign counsel to represent and assist the
Corporation in carrying out its duties under the laws of France, and to take any and all actions to
advance the Corporation's rights and obligations, including filing any pleadings; and in connection
therewith, the Authorized Officers are hereby authorized and directed to execute appropriate retention
agreements. pay appropriate retainers prior to and immediately upon tiling of the chapter 11 case and
cause to be filed an appropriate application for authority to retain the services of Gide Loyrette Nouel
A.A.R.P .L; and be it further
RESOLVED, that the Authorized Officers be, and they hereby are, authorized and directed to
employ the law firm of Tsar & Tsai as foreign counsel to represent and assist the Corporation in
out its duties under the laws of Taiwan, and to take any and all actions to advance the
Corporation's rights and obligations, including filing any pleadings; and in connection therewith, the
Authorized Officers are hereby authorized and directed to execute appropriate retention agreements,
pay appropriate retainers prior to and immediately upon filing of the chapter 11 case and cause to be
filed an appropriate application for authority to retain the services of Tsar & and be it further
RESOLVED, that the Authorized Officers be, and they hereby are, authorized and directed to
employ the firm of Omni Management Group, LLC as notice, claims and balloting agent to represent
and assist the Corporation in carrying out its duties under the Bankruptcy Code, and to take any and all
actions to advance the Corporation's rights and obligations; and in cmmection therewith, the
Authorized Officers are hereby authorized and directed to execute appropriate retention agreements,
pay appropriate retainers prior to and immediately upon filing of the chapter ll case and cause to be
filed an appropriate application for authority to retain the services of Omni Management Group, LLC;
and be it further
RESOLVED, that the Authorized Officers be, and they hereby are, authorized and directed
to employ additional professionals, including any attorneys, financial advisors or consultants to the
Corporation as any Authorized Officer may deem necessary to advise, represent and assist the
Corporation in carrying out its duties under chapter 11 and other applicable law, and to provide
investigative, consulting, professional and other assistance in connection with the acts and
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transactions contemplated by these resolutions, and each Authorized Officer is authorized and
directed to cause the Corporation to pay the fees and expenses of those so engaged (including
appropriate retainers prior to and immediately upon the filing of the chapter 11 case), to the extent
any such Authorized Officer deems appropriate, to enter into agreements (including, without
limitation, indemnity agreements) with such entities, and to cause to be filed one or more
appropriate applications for authority to retain the services of such additional professionals and
any such actions previously performed by any Authorized Officer of the Corporation are hereby
approved and ratified; and be it further
RESOLVED, that each ofthe Authorized Officers is authorized to cause the Corporation to
pay any and all expenses and fees, including, without limitation, professional advisor fees and
expenses, incurred by or on behalf of the Corporation arising in connection with the acts and
transactions contemplated, including, without limitation, the review and preparation of the petitions
~ m d other documents necessary or advisable in connection with the filings under chapter 11, and any
and all schedules, statements of affairs. lists and other papers, together with any amendments or
supplements thereto, the preparation and filing of any and all regulatory, administrative or legal
reports, forms or other documents that any Authorized Officer may deem necessary or desirable in
order to facilitate or permit consummation of the acts and transactions contemplated hereby and
related or incidental transactions and any obligations ofthe Corporation in connection with the acts
and transactions contemplated hereby; and be it further
RESOLVED, that any Authorized Officer be, and hereby is, authorized, on behalf of the
Corporation, to execute and verify voluntary petitions pursuant to chapter 11 on behalf of the
Corporation and to cause the same to be filed with the United States Bankruptcy Court for the
District of Delaware, or in such other jurisdiction or court as said Authorized Ofticer may deem
necessary or appropriate; and be it further
RESOLVED, that the Authorized Officers and the other persons appointed to act on the
Corporation's behalf in or pursuant to the foregoing resolutions are, and each of them hereby is,
authorized, directed and empowered, in the name and on behalf of the Corporation, to execute any
resolutions of any affiliates of the Corporation on behalf of the Corporation for the purposes of the
authorization for filing a petition under chapter I 1 for such affiliate and any other related actions,
to execute and deliver any other additional applications, certificates, agreements or any other
instruments or documents or any amendments or supplements thereto, or to do or cause to be done
any and all other acts and things, as they may in their discretion deem necessary or appropriate to
carry out the intent and purposes of the foregoing resolutions, the taking of such actions and the
execution, delivery and filing of such instruments or documents to be conclusive evidence of the
necessity and appropriateness thereof; and be it further
RESOLVED, that all actions taken by the Board of Directors and authorized officers of the
Corporation before the date of this meeting which are within the authority conferred hereby are ratified
and approved.
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ADJOURNMENT
There being no further business to come before the Committee, the meeting was adjourned at
11:30 a.m. Pacific Time.
APPROVED:
Warren r;.o,cmJna
Chairperson of the Meeting
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