<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
BOLDER TECHNOLOGIES CORPORATION
----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
2. Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
4. Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
5. Total fee paid:
-------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
-------------------------------------------------------------------------
2. Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
3. Filing Party:
-------------------------------------------------------------------------
4. Date Filed:
-------------------------------------------------------------------------
<PAGE> 2
BOLDER TECHNOLOGIES CORPORATION
4403 Table Mountain Drive
Golden, Colorado 80403
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 4, 1998
TO THE STOCKHOLDERS OF BOLDER TECHNOLOGIES CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
BOLDER TECHNOLOGIES CORPORATION, a Delaware corporation (the "Company"), will be
held on Thursday, June 4, 1998, at 11:00 a.m. local time, at the Company's
facilities located at 4403 Table Mountain Drive, Golden, Colorado 80403 for the
following purposes:
1. To elect three Class II Directors to hold office until the
2001 Annual Meeting of Stockholders.
2. To ratify the selection of Arthur Andersen LLP as independent
accountants of the Company for the fiscal year ending
December 31, 1998.
3. To transact such other business as may properly come before
the meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on April 16,
1998, as the record date for the determination of stockholders entitled to
notice of and to vote at this Annual Meeting and at any adjournment or
postponement thereof.
By Order of the Board of Directors,
/s/ Joseph F. Fojtasek
Joseph F. Fojtasek, Secretary
Golden, Colorado
April 30, 1998
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE
NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER
NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD
HOLDER A PROXY ISSUED IN YOUR NAME.
<PAGE> 3
BOLDER TECHNOLOGIES CORPORATION
4403 Table Mountain Drive
Golden, Colorado 80403
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 4, 1998
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of
Bolder Technologies Corporation, a Delaware corporation ("Bolder" or the
"Company"), for use at the Annual Meeting of Stockholders to be held on
Thursday, June 4, 1998, at 11:00 a.m. local time (the "Annual Meeting"), and at
any adjournment or postponement thereof, for the purposes set forth herein and
in the accompanying Notice of Annual Meeting. The Annual Meeting will be held at
the Company's facilities located at 4403 Table Mountain Drive, Golden, Colorado
80403. The Company intends to mail this Proxy Statement and accompanying proxy
card on or about April 30, 1998, to all stockholders entitled to vote at the
Annual Meeting.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies,
including preparation, assembly, printing and mailing of this Proxy Statement,
the proxy and any additional information furnished to stockholders. Copies of
solicitation materials will be furnished to banks, brokerage houses, fiduciaries
and custodians holding in their names shares of Common Stock or Series A
Preferred Stock beneficially owned by others to forward to such beneficial
owners. The Company may reimburse persons representing beneficial owners of
Common Stock or Series A Preferred Stock for their costs of forwarding
solicitation materials to such beneficial owners. Original solicitation of
proxies by mail may be supplemented by telephone, telegram or personal
solicitation by directors, officers or other regular employees of the Company.
No additional compensation will be paid to directors, officers or other regular
employees for such services.
VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record of Common Stock or Series A Preferred Stock at
the close of business on April 16, 1998 will be entitled to notice of and to
vote at the Annual Meeting. At the close of business on April 16, 1998, the
Company had outstanding and entitled to vote 9,555,494 shares of Common Stock
and 336,200 shares of Series A Preferred Stock.
Record holders of Common Stock and Series A Preferred Stock shall vote
together as one class on all matters to be voted upon at the Annual Meeting.
Each holder of record of Common Stock will be entitled to one vote per share and
each holder of record of Series A Preferred Stock will be entitled to 3.33 votes
per share.
Brokerage firms who hold shares in "street name" for customers have the
authority to vote those shares with respect to the election of directors and the
ratification of the appointment of the Company's auditors if such firms have not
received voting instructions from a beneficial owner. The failure of a broker to
vote shares in the absence of instructions (a "broker non-vote") will have no
effect with respect to the approval of any matter considered at the Annual
Meeting.
1
<PAGE> 4
All votes will be tabulated by the inspector of elections appointed for
the meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions and broker non-votes will be
considered present at the Annual Meeting for the purpose of establishing a
quorum.
With regard to the election of Class II Directors, stockholders may
vote in favor or withhold authority; shares for which authority is withheld will
be excluded entirely from the vote and will have no effect.
With regard to the proposal to ratify the Company's auditors,
stockholders may vote in favor, against, or abstain. Abstentions will be
excluded entirely from the vote and will have no effect.
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power
to revoke it at any time before it is voted. It may be revoked by filing with
the Secretary of the Company at the Company's principal executive office, 4403
Table Mountain Drive, Golden, Colorado 80403, a written notice of revocation or
a duly executed proxy bearing a later date, or it may be revoked by attending
the meeting and voting in person. Attendance at the meeting will not, by itself,
revoke a proxy.
STOCKHOLDER PROPOSALS
Stockholders may submit proposals on matters appropriate for
stockholder action in accordance with regulations adopted by the Securities and
Exchange Commission. To be considered for inclusion in the Proxy Statement and
the form of proxy relating to the Company's 1999 Annual Meeting of Stockholders,
such proposals must be received by the Company not later than December 31, 1998.
Such proposals should be directed to the attention of the Secretary of the
Company.
2
<PAGE> 5
PROPOSAL 1
ELECTION OF CLASS II DIRECTORS
The Company's Certificate of Incorporation and Bylaws provide that the
Board of Directors shall be divided into three classes, each class consisting,
as nearly as possible, of one-third of the total number of directors, with each
class having a three-year term. Vacancies on the Board may be filled only by
persons elected by a majority of the remaining directors. A director elected by
the Board to fill a vacancy (including a vacancy created by an increase in the
Board of Directors) shall serve for the remainder of the full term of the class
of Directors in which the vacancy occurred and until such director's successor
is elected and qualified. The Board of Directors is presently composed of seven
members. There are three Class II Directors, whose term of office expires in
1998. If elected at the Annual Meeting, each of the nominees would serve until
the 2001 annual meeting and until his successor is elected and qualified, or
until such director's earlier death, resignation or removal.
Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote at the meeting. Shares represented by
executed proxies will be voted, if authority to do so is not withheld, for the
election of the three nominees named below. In the event that any nominee should
be unavailable for election as a result of an unexpected occurrence, such shares
will be voted for the election of such substitute nominee as management may
propose. Each person nominated for election has agreed to serve if elected, and
management has no reason to believe that any nominee will be unable to serve.
REQUIREMENTS FOR ADVANCE NOTIFICATION OF NOMINEES
Section 5(c) of the Company's Bylaws provides that any stockholder of
the Company entitled to vote in the election of directors at a meeting may
nominate a director for election if written notice of the stockholder's intent
to make such a nomination is timely given to the Secretary of the Company. To be
timely, such notice must be delivered to or mailed and received at the principal
executive offices of the Company not later than the close of business on the
sixtieth (60th) day nor earlier than the close of business on the ninetieth
(90th) day prior to the first anniversary of the preceding year's annual
meeting, with certain exceptions. This notice must set forth the following
information:
(a) the name, age, business address and residence address of each
person whom the stockholder proposes to nominate;
(b) the principal occupation or employment of such persons;
(c) the class and number of shares of the Company which are
beneficially owned by such persons;
(d) a description of all arrangements or understandings between the
stockholder and each nominee and any other persons (naming such person or
persons) pursuant to which the nominations are to be made by the stockholder;
(e) any other information relating to such person as would be required
pursuant to Regulation 14A of the Securities Exchange Act of 1934 Act (the "1934
Act"), including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected;
(f) the stockholder's name and address as they appear on the Company's
books;
(g) the class and number of shares of the Company beneficially owned by
the stockholder;
(h) any material interest of the stockholder in the election of such
nominee as director; and
(i) any other information required by Regulation 14A of the 1934 Act.
3
<PAGE> 6
Pursuant to the above requirements, appropriate notices in respect of
nominations for directors to be elected at the Company's 1999 Annual Meeting of
Stockholders must be received by the Secretary of the Company no later than
April 5, 1999.
INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS
Set below is biographical information as of April 30, 1998 for each
person nominated to serve on the Board of Directors and each person whose term
of office as a director will continue after the Annual Meeting.
<TABLE>
<CAPTION>
NAME AGE CLASS
---- --- -----
<S> <C> <C>
Wilmer R. Bottoms, Ph.D.(1)(2) 55 Class II Director
William D. Connor 67 Class II Director
Carl S. Stutts (1)(2) 51 Class II Director
Donovan B. Hicks 60 Class III Director
Tristan E. Juergens 53 Class III Director
Daniel S. Lankford 52 Class I Director
David L. Riegel (1)(2) 60 Class I Director
</TABLE>
- ----------------------------------------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2001 ANNUAL MEETING
(CLASS II DIRECTORS)
WILMER R. BOTTOMS, PH.D. has been a director at Bolder since 1993.
Since July 1996, Dr. Bottoms has served as Chairman of the Board and Chief
Executive Officer of Credence Systems Corporation, a manufacturer of
semiconductor test equipment. From 1984 to July 1996, Dr. Bottoms was a Senior
Vice President of Patricof & Co. Ventures, Inc., a venture capital firm. Dr.
Bottoms received a Ph.D. from Tulane University and a B.S. from Huntington
College.
WILLIAM D. CONNOR was appointed a director of Bolder in July 1997. In
March 1996, Dr. Connor founded and currently serves as President of Vista2000,
Inc., a firm specializing in general and international management consulting for
high technology and electronics companies. Prior to forming Vista2000, Inc., Dr.
Connor held a variety of positions at Motorola, Inc., most recently as Corporate
Vice President and Director of the Information Technology, General Systems
sector. Dr. Connor received a D.B.A. and an M.B.A. from the University of
Southern California and a B.A. from the University of Miami.
CARL S. STUTTS has been a director at Bolder since 1992. Mr. Stutts is
a general partner of Columbine Venture Management II, the general partner of
Columbine Venture Fund II, L.P., a venture capital fund, a position he has held
since 1988. Mr. Stutts was a director of Thesis, Inc., which filed a voluntary
petition under Chapter 11 of the Federal Bankruptcy laws in July 1994. Mr.
Stutts received an M.B.A. from the University of Houston and a B.S. from North
Carolina State University.
4
<PAGE> 7
DIRECTORS CONTINUING IN OFFICE UNTIL THE 1999 ANNUAL MEETING
(CLASS III DIRECTORS)
DONOVAN B. HICKS was appointed a director of Bolder in July 1997. Mr.
Hicks is the founder and managing partner of Cygnus Enterprise Development
L.L.C., a company that assists in the development of emerging companies. Mr.
Hicks served as President and Chief Executive Officer of Ball Aerospace and
Technologies Corp., a wholly-owned subsidiary of Ball Corporation, from August
1995 until his retirement on December 31, 1996. Mr. Hicks received a B.S. from
Colorado State University.
TRISTAN E. JUERGENS is the Company's founder and has served as a member
of the Company's Board of Directors since 1991. Mr. Juergens served as the
Company's Chief Technical Officer from May 1992 to March 1996 and as its
President from March 1991 to May 1992. Mr. Juergens holds a B.S. from the
University of Wisconsin.
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2000 ANNUAL MEETING (CLASS I DIRECTORS)
DANIEL S. LANKFORD has served as Chief Executive Officer and President
of Bolder since July 1994 and as Chairman of the Board of Directors since
October 1996. Prior to joining the Company, Mr. Lankford was Chief Executive
Officer of Lucent Microelectronics-Europe from December 1989 to July 1994, and
prior to that, Mr. Lankford served as Vice President of Marketing for Lucent's
worldwide microelectronics unit. He received his M.S. as a Sloan Fellow from
Stanford University and his B.S. from Johns Hopkins University.
DAVID L. RIEGEL has been a director at Bolder since 1992. From May 1992
to October 1992 Mr. Riegel served as the Chief Executive Officer of the Company.
Mr. Riegel was the Executive Vice President and Chief Operating Officer of
Exabyte Corporation, a data storage company, from December 1994 until his
retirement in September 1997. From July 1993 to December 1994, Mr. Riegel was
Senior Vice President of Operations at Exabyte. From November 1992 to July 1993,
he was Senior Vice President of 8mm Operations at Exabyte. From July 1990 until
November 1992, Mr. Riegel served as President and Chief Executive Officer of
PrairieTek Corp., a disk drive manufacturer. Mr. Riegel received a B.S. from
Purdue University.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF EACH NAMED NOMINEE.
BOARD COMMITTEES AND MEETINGS
During the fiscal year ended December 31, 1997 the Board of Directors
held 14 meetings. The Board has an Audit Committee and a Compensation Committee.
The Audit Committee meets with the Company's independent accountants at
least annually to review the results of the annual audit and discuss the
financial statements; recommends to the Board the independent accountants to be
retained; and receives and considers the accountants' comments as to controls,
adequacy of staff and management performance and procedures in connection with
audit and financial controls. The Audit Committee is composed of three
non-employee directors: Messrs. Bottoms, Riegel and Stutts. It met once during
the fiscal year ended December 31, 1997.
The Compensation Committee makes recommendations concerning salaries
and incentive compensation, awards stock options to employees and consultants
under the Company's stock option plans and otherwise determines compensation
levels and performs such other functions regarding compensation as the Board may
delegate. The Compensation Committee is composed of three non-employee
directors: Messrs. Bottoms, Riegel and Stutts. The Compensation Committee met
once during the fiscal year ended December 31, 1997.
During the fiscal year ended December 31, 1997, each director other
than Mr. Hicks attended 75% or more of the meetings of the Board and of the
committees on which he served, held during the period for which he served as a
director and committee member, respectively.
5
<PAGE> 8
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected Arthur Andersen LLP as the
Company's independent accountants for the fiscal year ending December 31, 1998
and has further directed that management submit the selection of independent
accountants for ratification by the stockholders at the Annual Meeting. Arthur
Andersen LLP has audited the Company's financial statements since 1991.
Representatives of Arthur Andersen LLP are expected to be present at the Annual
Meeting, will have an opportunity to make a statement if they so desire, and
will be available to respond to appropriate questions.
Stockholder ratification of the selection of Arthur Andersen LLP as the
Company's independent accountants is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the selection of Arthur Andersen LLP
to the stockholders for ratification as a matter of good corporate practice. If
the stockholders fail to ratify the selection, the Audit Committee and the Board
will reconsider whether or not to retain that firm. Even if the selection is
ratified, the Audit Committee and the Board in their discretion may direct the
appointment of different independent accountants at any time during the year if
they determine that such a change would be in the best interests of the Company
and its stockholders.
The affirmative vote of the holders of a majority of the votes cast at
the Annual Meeting, excluding abstentions, will be required to ratify the
selection of Arthur Andersen LLP.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 2.
6
<PAGE> 9
EXECUTIVE OFFICERS AND KEY EMPLOYEES
Set forth below are the names, periods of service and past experience
of the executive officers and key employees of the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
EXECUTIVE OFFICERS
Daniel S. Lankford 52 Chief Executive Officer, President and Chairman of
the Board
Joseph F. Fojtasek 57 Chief Financial Officer, Vice President of Finance
and Administration, Secretary and Treasurer
Sandra D. Schreiber 49 Senior Vice President, Operations
Arnold C. Allen 58 Vice President, Commercial Development
Arthur S. Homa, Ph.D. 44 Vice President, Technology
KEY EMPLOYEES
Ramesh C. Bhardwaj, Ph.D. 42 Director of Electrochemistry
Richard T. Johnson 51 Director of Product Engineering
Kevin C. Obenchain 42 Controller
Victor Rompa 37 Director of Product Management
Steven M. Sherepita 47 Director of Facilities and Manufacturing
Richard D. Sander 51 Director of Human Resources
James W. Walker, Ph.D. 54 Director of Quality
</TABLE>
EXECUTIVE OFFICERS
See "Proposal 1 - Election of Class II Directors" for the biography of
Mr. Lankford.
JOSEPH F. FOJTASEK joined Bolder as Chief Financial Officer, Vice
President, Finance and Administration, Secretary and Treasurer in February 1996.
From April 1992 to February 1996, Mr. Fojtasek served as Vice President and
Chief Financial Officer of CoCensys, Inc., a biopharmaceutical company. In 1990
and 1991, Mr. Fojtasek provided financial consulting services, in some cases
acting as Chief Financial Officer, to various early stage technology companies.
He received his M.B.A. and B.S. from the University of Texas.
SANDRA D. SCHREIBER has served as the Company's Senior Vice President,
Operations since August 1995 and served as Vice President, Quality from March
1994 to February 1995, when she became Vice President, Operations. Prior to
joining Bolder in August 1993, Ms. Schreiber was Vice President, Technical
Operations at Ivion Corporation, a manufacturer of infusion pumps. Ms. Schreiber
received her B.S. from Montana State University.
7
<PAGE> 10
ARNOLD C. ALLEN joined Bolder in October 1994 as Vice President,
Marketing and Sales, a position he held until October 1997, when he became Vice
President, Commercial Development. From April 1993 to October 1994, Mr. Allen
was the Director of Marketing and Sales for OPTIMA Battery Company, a
manufacturer of batteries. From 1991 to April 1993, Mr. Allen was an
Environmental Clean-Up Process Manager for Halliburton Corporation, an energy
company. Mr. Allen has a B.S. from the United States Naval Academy.
ARTHUR S. HOMA, PH.D. joined Bolder in December 1997 as Vice President,
Technology. From 1992 to 1997, Dr. Homa was Vice President, Technology for
Rayovac Corporation, a battery manufacturer. From 1988 to 1992, Dr. Homa was
Research and Development Manager for ELTECH Systems Corporation, a company
specializing in electrochemical production technology. From 1981 to 1988, Dr.
Homa was employed by General Electric in various research positions. Dr. Homa
received his Ph.D. in Electrochemistry from Case Western Reserve University and
his B.A. in Chemistry and Physics from Franklin & Marshall College.
KEY EMPLOYEES
RAMESH C. BHARDWAJ, PH.D. joined Bolder in June 1996 as Principal
Materials Scientist. In March of 1997, he became Director of Electrochemistry.
From May 1994 to June 1996, Dr. Bhardwaj was an Engineer V with Rockwell
International Company. From April 1993 to May 1994, Dr. Bhardwaj was Principal
Scientist with Lockheed Engineering and Sciences Company, in their White Sands
Test Facility, NASA-Johnson Space Center. From May 1988 to April 1993, Dr.
Bhardwaj was Senior Scientist in the Department of Chemistry at Texas A&M
University. Dr. Bhardwaj holds a Ph.D. from the University of Jodbur and an
M.B.A. from New Mexico State University.
RICHARD T. JOHNSON joined Bolder in April 1998 as Director of Product
Engineering. From 1974 to March 1998, Mr. Johnson served in technical and senior
technical management positions at Johnson Controls, Inc., a manufacturer of
automotive systems and building controls and a leading manufacturer of lead acid
batteries for the automotive starting market. Most recently he served as
Director of Technology Development in the Johnson Control's Battery Group. Mr.
Johnson received his B.S. in Chemical Engineering from the University of
Wisconsin.
KEVIN C. OBENCHAIN, CPA, joined Bolder in November 1996 as Controller.
From November 1994 to May 1996, Mr. Obenchain was the Controller for Combyte,
Inc., a manufacturer of data storage products. From 1991 to October 1994, Mr.
Obenchain was a Division Accountant at Array Technology Corporation, a
manufacturer of disk arrays. Mr. Obenchain has an M.B.A. in Accounting from the
University of Colorado and a B.A. from Michigan State University.
VICTOR ROMPA joined Bolder in September 1994 as its Quality Engineer
and became Director of Quality in August of 1996 and Director of Product
Management in August of 1997. From April 1991 to September 1994, Mr. Rompa was
Manager, Product Assurance and Test, for SAFT Aerospace Batteries, a battery
manufacturer. Mr. Rompa holds a B.S.E.E. from the University of Hartford.
STEVEN M. SHEREPITA joined Bolder in March 1993 and is the Director of
Facilities and Manufacturing. Prior to joining Bolder, Mr. Sherepita was
employed with OPTIMA Battery Company.
RICHARD D. SANDER joined Bolder in 1994 and became Manager of Human
Resources in February 1996 and Director of Human Resources in October 1996.
Prior to joining Bolder, Mr. Sander served as Executive Director for several
human service agencies in Denver and Iowa. Mr. Sander has an M.A. in Management
from the University of San Francisco.
JAMES W. WALKER, PH.D. joined Bolder as Director of Quality in December
1997. From 1989 to 1997, Dr. Walker was the Quality Department Manager for Atmel
Corporation, a maker of technically advanced integrated circuits. Dr. Walker
holds a Ph.D. and an M.S. in Solid State Physics from the University of
Illinois.
8
<PAGE> 11
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
ownership of each class of the Company's outstanding voting securities as of
February 28, 1998 by: (i) each director and nominee for director; (ii) each of
the Named Executive Officers; (iii) all executive officers and directors of the
Company as a group; and (iv) each person known by the Company to be the
beneficial owner of more than five percent of any class of the Company's
outstanding voting securities.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP OF
OF COMMON STOCK(1) SERIES A PREFERRED STOCK(1)
--------------------------------------- ----------------------------------------
BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF TOTAL NUMBER OF SHARES PERCENT OF TOTAL
- --------------------------- ---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Funds managed by Patricof 1,991,126 21.0% -- --
& Co. Ventures, Inc.(2)
2100 Geng Road
Palo Alto, CA 94303
Columbine Venture Fund II, 1,842,561 19.4% -- --
L.P.
6312 South Fiddler's Green
Circle, Suite 260
Englewood, CO 80111
Heartland Advisors, Inc. 666,666(3) 6.8% 80,000 23.8%
790 North Milwaukee Street
Milwaukee, WI 53202
The Bank of New York 666,666(4) 6.6% 200,000 59.5%
925 Patterson Plank Road
Secaucus, NJ 07094
Johnson Controls Battery 558,666 5.9% -- --
Group, Inc.
5757 North Green Bay Ave.
P.O. Box 591
Milwaukee, WI 53201
The TCW Group, Inc. 522,000 5.5% -- --
865 South Figueroa Street
Los Angeles, CA 90017
Woodland Partners LLC 518,800(5) 5.5% -- --
60 South Sixth Street
Suite 3750
Minneapolis, MN 55402
Wachovia Bank, N.A. 133,333(4) 1.4% 40,000 11.9%
100 North Main Street
NC 37121
Winston-Salem, NC 27150
Daniel S. Lankford(6) 345,789 3.6% -- --
</TABLE>
9
<PAGE> 12
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP OF
OF COMMON STOCK(1) SERIES A PREFERRED STOCK(1)
--------------------------------------- ----------------------------------------
BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF TOTAL NUMBER OF SHARES PERCENT OF TOTAL
- --------------------------- ---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Joseph F. Fojtasek(7) 50,514 * -- --
Sandra D. Schreiber(8) 81,533 * -- --
Arnold C. Allen(9) 28,751 * -- --
Wilmer R. Bottoms, Ph.D.(10) 3,555 * -- --
William D. Connor 6,500 * -- --
Donovan B. Hicks 1,000 * -- --
Tristan E. Juergens(11) 339,938 3.6% -- --
David L. Riegel(12) 86,116 * -- --
Carl S. Stutts(13) 1,846,116 19.4% -- --
All executive officers and 2,789,812 28.2% -- --
directors as a group
(11 persons)(14)
</TABLE>
- -------------------------
* Less than one percent.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "SEC") and generally includes voting or
investment power with respect to securities. Shares of Common Stock issuable
upon the conversion of Series A Preferred Stock within 60 days of February 28,
1998 and shares of Common Stock subject to options exercisable within 60 days of
February 28, 1998 are deemed outstanding for computing the percentage of the
person or entity holding such securities but are not outstanding for computing
the percentage of any other person or entity. This table is based upon
information supplied by officers, directors and principal stockholders and
Schedules 13D and 13G, if any, filed with the SEC. Unless otherwise indicated in
the footnotes to this table and subject to community property laws where
applicable, the Company believes that each of the stockholders named in this
table has sole voting and investment power with respect to the shares indicated
as beneficially owned. Applicable percentages are based on 9,476,415 shares of
Common Stock and 336,200 shares of Series A Preferred Stock outstanding on
February 28, 1998, adjusted as required by rules promulgated by the SEC.
(2) Consists of 1,389,811 shares held by APA Excelsior III, L.P., 529,638
shares held by Coutts & Co. (Jersey) Ltd., Custodian for APA Excelsior
III/Offshore, L.P. and 71,677 shares held by CIN Venture Nominees Limited.
(3) Includes 266,666 shares issuable upon conversion of Series A Preferred
Stock.
(4) Consists solely of shares issuable upon conversion of Series A Preferred
Stock.
(5) Includes 430,700 shares as to which Woodland Partners LLC has sole voting
power and 88,100 shares as to which Woodland Partners LLC has shared voting
power.
10
<PAGE> 13
(6) Includes 29,375 shares which are subject to repurchase by the Company
prior to becoming vested (such vesting occurring at the rate of 5,875 shares per
month) and 210,372 shares subject to stock options that are exercisable within
60 days of February 28, 1998.
(7) Includes 48,148 shares subject to stock options that are exercisable
within 60 days of February 28, 1998.
(8) Includes 74,931 shares subject to stock options that are exercisable
within 60 days of February 28, 1998.
(9) Includes 25,054 shares subject to stock options that are exercisable
within 60 days of February 28, 1998.
(10) Consists solely of shares subject to stock options that are exercisable
within 60 days of February 28, 1998.
(11) Includes 2,444 shares subject to stock options that are exercisable
within 60 days of February 28, 1998.
(12) Includes 31,055 shares subject to stock options that are exercisable
within 60 days of February 28, 1998.
(13) Includes 1,842,561 shares held by Columbine Venture Fund II, L.P.
("Columbine"). Mr. Stutts is a general partner of Columbine Venture Management
II, the general partner of Columbine. Mr. Stutts disclaims beneficial ownership
of the shares held by Columbine except to the extent of his pecuniary interest
arising from his general partnership interest therein. Also includes 3,555
shares subject to stock options that are exercisable within 60 days of February
28, 1998.
(14) Includes 399,114 shares subject to stock options that are exercisable
within 60 days of February 28, 1998. Also see notes 6 through 13 above.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than ten percent of a registered
class of the Company's equity securities, to file with the SEC initial reports
of ownership and reports of changes in ownership of Common Stock and other
equity securities of the Company. Officers, directors and greater than ten
percent stockholders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1997, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with, except that
initial reports were filed late by Messrs. Connor, Hicks and Homa, and one
report, covering one transaction, was filed late by Mr. Connor.
11
<PAGE> 14
EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
The Company's directors do not currently receive any cash compensation
for service on the Board of Directors or any committee thereof, other than
grants of nonstatutory stock options to non-employee directors under the
Company's 1996 Equity Incentive Plan (the "Equity Incentive Plan"). The members
of the Board of Directors are also eligible for reimbursement for their expenses
incurred in connection with attendance at Board meetings, in accordance with
Company policy.
Non-employee directors are eligible only for nonstatutory option
grants. Each person who becomes a non-employee director will automatically be
granted an option to purchase 10,000 shares of Common Stock on the date of his
or her election to the Board. On the date of each annual meeting of stockholders
of the Company, each non-employee director who has continuously served as a
non-employee director since the last annual meeting will be granted an option to
purchase 1,000 shares of Common Stock, and each other person who is then a
non-employee director will be granted an option to purchase a prorated number of
shares of Common Stock based on the number of days such person has continuously
served as a non-employee director since the last annual meeting. Initial options
granted to non-employee directors vest in five equal annual increments following
the date of grant, and annual options granted to non-employee directors vest in
three equal annual increments following the date of grant.
During the last fiscal year, the Company granted options covering an
aggregate of 24,000 shares to its six non-employee directors, at a weighted
average exercise price of $14.06 per share.
12
<PAGE> 15
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY OF COMPENSATION
The following table shows for the fiscal years ended December 31, 1995,
1996 and 1997, compensation awarded or paid to, or earned by, the Company's
Chief Executive Officer and each of its three next most highly compensated
executive officers whose salary and bonus exceeded $100,000 for the fiscal year
ended December 31, 1997 (the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
------------------------- ------------
SECURITIES
UNDERLYING ALL OTHER
FISCAL SALARY BONUS OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) (#) ($)
- ---------------------------------- ------ ---------- --------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Daniel S. Lankford............... 1995 $ 180,000 $ 8,400 21,150 --
Chief Executive Officer, 1996 193,333 80,000 121,166 --
President and Chairman of the 1997 210,000 22,000 21,166 --
Board
Joseph F. Fojtasek............... 1995 -- -- -- --
Chief Financial Officer, Vice 1996 102,917 25,040 133,333 35,000(1)
President of Finance and 1997 136,000 30,000 25,000 --
Administration, Secretary and
Treasurer
Sandra D. Schreiber.............. 1995 116,731 8,813 41,999 --
Sr. Vice President, Operations 1996 145,000 26,440 50,000 --
1997 155,000 5,000 25,000 --
Arnold C. Allen.................. 1995 100,000 5,000 26,666 --
Vice President, Corporate 1996 105,000 16,610 16,668 --
Development 1997 110,000 10,000 20,000 --
</TABLE>
- ----------------------------
(1) Reimbursement of moving expenses.
STOCK OPTION GRANTS AND EXERCISES
The Company grants options to its executive officers under its Equity
Incentive Plan. As of December 31, 1997, options to purchase a total of
1,088,346 shares were outstanding under the Equity Incentive Plan and options to
purchase 590,353 shares remained available for grant thereunder.
13
<PAGE> 16
The following table sets forth certain information regarding options
granted to each of the Named Executive Officers during the fiscal year ended
December 31, 1997:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION
UNDERLYING EMPLOYEES EXERCISE FOR OPTION TERM (3)
OPTIONS IN FISCAL OR BASE EXPIRATION -----------------------
NAME GRANTED (#) YEAR (1) PRICE ($/SH) DATE (2) 5% 10%
- ------------------------------------- ------------- ------------ ------------ ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Daniel S. Lankford................... 21,166(4) 5.83% $15.50 01/29/07 $206,368 $522,800
Joseph F. Fojtasek................... 25,000(5) 6.89 $14.19 09/17/07 223,000 565,250
Sandra D. Schreiber.................. 25,000(5) 6.89 $14.19 09/17/07 223,000 565,250
Arnold C. Allen...................... 20,000(5) 5.51 $14.19 09/17/07 178,400 452,200
</TABLE>
- ---------------------
(1) Based on 362,916 options granted in 1997.
(2) Any of the options that are exercisable on the date of termination of
employment may be exercised until the earlier of three months after such
termination and the expiration date unless termination was a result of total
and permanent disability, in which case, until the earlier of one year after
such termination and the expiration date.
(3) The potential realizable value is calculated based on the term of the option
(10 years). It is calculated assuming that the fair market value of the
Company's Common Stock on the date of grant appreciates at the indicated
annual rate compounded annually for the entire term of the option and that
the option is exercised and sold on the last day of its term for the
appreciated stock price.
(4) Exercisable on the expiration date, unless the Board of Directors
accelerates the vesting of the options based on the achievement of certain
performance goals.
(5) One-fifth of the options vest on September 18, 1998. One-sixtieth of the
options vest monthly thereafter.
The following table sets forth information with respect to (i) the
exercise of stock options by the Named Executive Officers during the fiscal year
ended December 31, 1997, (ii) the number of unexercised options held by the
Named Executive Officers as of December 31, 1997 and (iii) the value of
unexercised in-the-money options (i.e., options for which the fair market value
of the Common Stock at December 31, 1997 ($9.625) exceeds the exercise price) as
of December 31, 1997:
14
<PAGE> 17
OPTION EXERCISES AND YEAR-END VALUE TABLE
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
ACQUIRED VALUE AT DEC. 31, 1997 DEC. 31, 1997
NAME ON EXERCISE (#) REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- --------------- -------- ------------------------------ -------------------------
<S> <C> <C> <C> <C>
Daniel S. Lankford........... -- -- 198,150/113,999 $1,546,270/$76,727
Joseph F. Fojtasek........... -- -- 40,740/117,593 $147,682/$335,650
Sandra D. Schreiber.......... -- -- 68,296/93,369 $565,352/$203,100
Arnold C. Allen.............. -- -- 21,977/48,003 $147,346/$130,943
</TABLE>
EMPLOYMENT AGREEMENTS
On July 11, 1994, the Company entered into an Employment Agreement with
Daniel S. Lankford, which provided for Mr. Lankford's employment as the
President and Chief Executive Officer of the Company (the "Lankford Employment
Agreement"). Under the terms of the agreement, the Company agreed to pay Mr.
Lankford a base salary of $180,000 and granted Mr. Lankford an option to
purchase 282,000 shares of Common Stock at an exercise price of $.375 per share,
subject to vesting over four years from the start of Mr. Lankford's employment
with the Company. Mr. Lankford exercised this option as to 133,333 shares early,
subject to the Company's right to repurchase a portion of such stock if Mr.
Lankford leaves the Company prior to the expiration of the vesting of the
option. The Company also paid Mr. Lankford $50,000 to cover his relocation
expenses. In the event that the Company terminates Mr. Lankford's employment
other than for cause, the Company agreed to pay Mr. Lankford an amount equal to
six months of his base salary.
On February 13, 1996, the Company entered into a letter agreement with
Joseph F. Fojtasek, which provided for Mr. Fojtasek's employment with the
Company as Vice President, Finance and Administration, and Chief Financial
Officer. Under the terms of the letter agreement, the Company agreed to pay Mr.
Fojtasek a base salary of $130,000 per year, plus a bonus of up to $26,000 in
1996 based on the achievement of certain performance goals and Company
performance. The Company also agreed to grant Mr. Fojtasek an option to purchase
133,333 shares of Common Stock at an exercise price of $6.00 per share, subject
to vesting over six years from the start of Mr. Fojtasek's employment with the
Company. In addition, the Company agreed to grant Mr. Fojtasek a bonus payable
at the rate of $1.50 for each share of Common Stock purchased by Mr. Fojtasek
pursuant to such stock option grant. The Company also paid Mr. Fojtasek $35,000
to cover his relocation expenses. In the event that the Company terminates Mr.
Fojtasek's employment, other than for cause, the Company agreed to pay Mr.
Fojtasek an amount equal to six months of his base salary.
On September 25, 1997, the Company entered into a letter agreement with
Arthur S. Homa, which provided for Dr. Homa's employment with the Company as
Vice President, Technology. Under the terms of the letter agreement, the Company
agreed to pay Dr. Homa a base salary of $160,000 per year, plus a signing bonus
of $25,000 and a bonus of up to $32,000 in 1998 based upon achievement of
certain individual and corporate performance goals. Pursuant to the agreement,
the Company also granted Dr. Homa an option to purchase 50,000 shares of Common
Stock at an exercise price of $9.00, subject to vesting over five years from the
start of Dr. Homa's employment with the Company, and an option to purchase
15,000 shares of Common Stock at an exercise price of $8.00, exercisable at the
end of its ten-year term subject to acceleration in the event of achievement of
certain performance goals. The Company also paid Dr. Homa $35,000 to cover his
relocation expenses. In the event that the Company terminates Dr. Homa's
employment, other than for cause, the Company agreed to pay Dr. Homa an amount
equal to six months of his base salary.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
For the fiscal year ended December 31, 1997, the Company had no
compensation committee interlocks required to be disclosed under applicable
rules and regulations of the Securities and Exchange Commission.
15
<PAGE> 18
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION (1)
The Compensation Committee of the Board of Directors (the "Committee")
is responsible for establishing and administering the Company's compensation
programs with respect to the Company's executive officers. The Committee
currently consists of three non-employee directors: Messrs. Bottoms, Riegel and
Stutts.
The Committee sets and administers the policies which govern executive
salaries, bonuses and the issuance of stock options pursuant to the Company's
Equity Incentive Plan. The Committee evaluates the performance and determines
the compensation of the Chief Executive Officer (the "CEO") and the other
executive officers on an annual basis. The Company's objectives with respect to
the compensation of its executive officers, including the CEO, are: (i) to link
the interests of management with those of stockholders by encouraging stock
ownership in the Company; (ii) to attract, motivate and retain superior
executives by providing them with the opportunity to earn total compensation
packages that are competitive with the industry; (iii) to reward individual
results by recognizing performance through salary, annual cash incentives and
long-term stock based incentives; and (iv) to manage compensation based on the
level of skill, knowledge, effort and responsibility needed to perform at the
level the position requires.
The components of the Company's compensation program for its executive
officers include (i) base salary, (ii) performance-based cash bonuses and (iii)
incentive compensation in the form of stock options.
BASE SALARY. Base salary levels for the Company's executive officers
are determined, in part, through comparisons with companies in the battery
development and manufacturing industry and other companies with which the
Company competes for personnel. In establishing such salaries, the Committee
also considers general geographic market conditions, individual experience and
performance and the overall performance of the Company.
ANNUAL CASH BONUSES. During fiscal year 1997, $67,000 in cash bonuses
were awarded to executive officers of the Company (including the CEO). The
Committee recommends the payment of bonuses to the Company's executive officers,
including the CEO, to provide an incentive to such persons to be productive over
the course of each fiscal year. These bonuses are awarded only if the Company
achieves or exceeds certain corporate performance objectives. The size of the
cash bonus awarded to each executive officer is based on the individual
executive's performance during the preceding year.
EQUITY INCENTIVE PLAN. Equity based incentive compensation has been
established by the Company through its Equity Incentive Plan to provide
executive officers of the Company with an opportunity to derive a benefit, along
with the stockholders of the Company, from the long-term performance of the
Company. Option grants under the Equity Incentive Plan are intended to closely
align the interests of the executive officers and stockholders, and to reward,
motivate and retain executive officers.
The Company has historically rewarded its executive officers through
the grant of stock options. Such options are granted from time to time to both
executive and non-executive employees by either the Committee or the Board of
Directors, based on an evaluation of a series of factors including: (i) the
overall performance of the Company for the fiscal year in question; (ii) the
performance of the individual in question; (iii) the anticipated contribution by
the individual to the Company on an overall basis; (iv) the historical level of
compensation of the individual; (v) the level of compensation of similarly
situated executives in the Company's industry; and (vi) the combination of cash
compensation and stock options that would be required from a competitive point
of view to retain the services of a valued executive officer. Based upon such
criteria, four executive officers were granted
- ----------------------
(1) The material in this report is not "soliciting material," is not deemed
filed with the Securities and Exchange Commission and is not to be incorporated
by reference into any filing of the Company under the Securities Act of 1933 or
the Securities Exchange Act of 1934, whether made before or after the date
hereof and irrespective of any general incorporation language contained in such
filing.
16
<PAGE> 19
options during the fiscal year ended 1997 to purchase an aggregate of 91,166
shares of the Company's Common Stock.
Stock options granted under the Equity Incentive Plan generally have a
five (5) year vesting schedule, expire ten (10) years from the date of grant and
have an exercise price equal to 100% of the fair market value of the underlying
stock on the date of grant. Some options granted to certain officers of the
Company do not vest until ten (10) years after grant, but are subject to
accelerated vesting upon the achievement of certain corporate and individual
performance goals.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Lankford's annual base salary in 1997 was $210,000, which
represented an increase of $16,667 from his annual base salary in 1996. The
Committee has set Mr. Lankford's base salary for fiscal 1998 at $235,000. The
increases in Mr. Lankford's salary in both fiscal 1997 and 1998 reflected the
Committee's recognition of Mr. Lankford's leadership of the Company during 1997
and the need to keep the Bolder CEO's base salary compensation component
competitive with that of similar public companies. Mr. Lankford also earned a
bonus in the amount of $22,000 in 1997, which amount represented a decrease of
$58,000 from the bonus he earned in 1996. This decrease reflected the fact that
the Company did not achieve certain corporate performance objectives,
principally as a result of the slower than expected ramp up of commercial
battery production by the Company.
During 1997, Mr. Lankford was also awarded a stock option to purchase
21,166 shares of the Company's Common Stock at an exercise price of $15.50 per
share, which price was equal to the fair market value of the Company's Common
Stock on the date of grant. This option is only exercisable on the tenth
anniversary of the date of grant, subject to accelerated vesting upon the
achievement by the Company of certain performance goals.
This stock option was granted as an incentive for future performance.
The Compensation Committee remains confident in Mr. Lankford's
leadership abilities and is pleased and encouraged by the Company's progress
under Mr. Lankford.
SECTION 162(m) OF THE INTERNAL REVENUE CODE
Section 162(m) of the Internal Revenue Code (the "Code") limits the
Company to a deduction for federal income tax purposes of no more than $1
million of compensation paid to certain Named Executive Officers in a taxable
year. Compensation above $1 million may be deducted if it is "performance-based
compensation" within the meaning of the Code. Options granted pursuant to the
Company's Equity Incentive Plan are intended to satisfy the requirements for the
"performance-based compensation" exemption. As a result, the Board believes that
at the present time it is quite unlikely that the compensation paid to any Named
Executive Officer in a taxable year which is subject to the deduction limit will
exceed $1 million. The Board has not yet established a policy for determining
whether forms of incentive compensation, other than stock options, awarded to
its Named Executive Officers will be designed to qualify as "performance-based
compensation." The Board will continue to evaluate the effects of the statute
and to comply with the Code section 162(m) in the future to the extent
consistent with the best interests of the Company.
COMPENSATION COMMITTEE
Wilmer R. Bottoms
David L. Riegel
Carl S. Stutts
17
<PAGE> 20
PERFORMANCE MEASUREMENT COMPARISON (1)
The Securities and Exchange Commission requires that the Company's
total return to its stockholders be compared to a relevant market index and a
similar industry index for the last five years or such shorter period of time as
the Company has been publicly traded. The Company became a publicly traded
company on May 1, 1996 when its initial public offering commenced. The following
chart show the value of an investment of $100 made on May 1, 1996 (i) in the
Company's Common Stock, (ii) in the Russell 2000 Index and (iii) in the Bridge
Information Systems, Inc. Electronic and Equipment Controls Index.
Total stockholder return is determined by dividing (i) the sum of the
cumulative amount of dividends for a given period (assuming dividend
reinvestment) and the difference between the share price at the end and the
beginning of the period by (ii) the share price at the end of the period.
[GRAPH]
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
5/1/96 12/31/96 12/31/97
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Electronic and Equipment Controls 100.000 110.267 116.557
- -------------------------------------------------------------------------------------------------------------
Bolder Technologies 100.000 156.548 91.667
- -------------------------------------------------------------------------------------------------------------
Russell 2000 100.000 103.520 124.763
- -------------------------------------------------------------------------------------------------------------
</TABLE>
- ----------------------------
(1) The material in this report is not "soliciting material," is not deemed
filed with the Securities and Exchange Commission and is not to be incorporated
by reference into any filing of the Company under the Securities Act of 1933 or
the Securities Exchange Act of 1934, whether made before or after the date
hereof and irrespective of any general incorporation language contained in such
filing.
18
<PAGE> 21
CERTAIN TRANSACTIONS
In June 1995, the Company and Johnson Controls, Inc. ("Johnson
Controls") established a joint venture (the "Joint Venture") to develop high
volume manufacturing technology for TMF batteries, to manufacture TMF batteries
for sale by both partners and to pursue hybrid electric vehicle battery
development opportunities for TMF batteries. In 1997, having substantially
completed its primary objective of developing the high volume manufacturing
technology, the Company and Johnson Controls announced a new strategic
partnership which replaced the Joint Venture effective as of July 1996. Under
the terms of the new strategic partnership, which was finalized in July 1997,
each party will separately implement TMF battery manufacturing facilities to
best meet the unique requirements of the markets addressed by each.
In connection with the agreement to discontinue the Joint Venture,
Bolder received a cash payment from Johnson Controls as well as all of the
tangible assets of the Joint Venture and, in return, granted Johnson Controls
the following licenses: (i) an exclusive license to make and sell TMF primary
batteries and emergency on-board starting batteries for the car and truck engine
starting market (except as to Bolder which has the right to make TMF batteries
and sell into such market beginning in 2001), (ii) a non-exclusive license to
make and sell TMF emergency jump-starting batteries for the car and truck engine
starting market, (iii) an exclusive license (except as to Bolder which has the
right to sell into the market) to make and sell TMF primary batteries and
emergency on-board starting batteries in the lawn and garden starting market,
(iv) a non-exclusive license to make and sell TMF emergency jump-starting
batteries for the laws and garden starting market, and (v) a non-exclusive
license to make and sell TMF batteries in the motorcycle starting, HEV and
standby power markets. All of the licenses are royalty bearing and certain of
the licenses are subject to minimum royalties and minimum performance criteria.
Bolder and Johnson Controls also entered into a cross supply agreement with
commitments to supply the other party with minimum quantities of TMF battery
products for several years.
The Company believes that the foregoing transactions were in its best
interests. As a matter of policy, these transactions were, and all future
transactions between the Company and any of its officers, directors or principal
stockholders will be, approved by a majority of the independent and
disinterested members of the Board of Directors, will be on terms no less
favorable to the Company than could be obtained form unaffiliated third parties
and will be in connection with bona fide business purposes of the Company.
OTHER MATTERS
The Board of Directors knows of no other matters that will be presented
for consideration at the Annual Meeting. If any other matters are properly
brought before the meeting, it is the intention of the persons named in the
accompanying proxy to vote on such matters in accordance with their best
judgment.
ANNUAL REPORT ON FORM 10-K
The Company will furnish without charge to each person whose proxy is
being solicited, upon the written request of such person, a copy of the
Company's annual report on form 10-K for the year ended December 31, 1997,
including financial statements and schedules thereto, but excluding exhibits.
Requests for copies of such report should be directed to Joseph F. Fojtasek,
Chief Financial Officer and Vice President of Finance and Administration, 4403
Table Mountain Drive, Golden, Colorado 80403.
By Order of the Board of Directors,
/s/ Joseph F. Fojtasek
Joseph F. Fojtasek, Secretary
April 30, 1998
19
<PAGE> 22
BOLDER TECHNOLOGIES CORPORATION
4403 TABLE MOUNTAIN DRIVE, GOLDEN, COLORADO 80403
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
FOR THE ANNUAL MEETING OF STOCKHOLDERS - JUNE 4, 1998
The undersigned hereby constitutes and appoints Daniel S. Lankford and
Joseph F. Fojtasek, and each of them, his true and lawful agents and proxies
with full power of substitution in each, to represent the undersigned at the
Annual Meeting of Stockholders of Bolder Technologies Corporation to be held at
4403 Table Mountain Drive, Golden, Colorado, on Thursday, June 4, 1998, at 11:00
a.m. local time and at any postponements, continuations and adjournments
thereof, on all matters coming before said meeting.
1. ELECTION OF CLASS II DIRECTORS.
[ ] FOR ALL NOMINEES [ ] WITHHOLD AUTHORITY FOR ALL NOMINEES
Nominees: Wilmer R. Bottoms, William D. Connor, Carl S. Stutts
(To withhold vote for any individual nominee, write that name below.)
----------------------------------------------------------------------
2. RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
You are encouraged to specify your choices by marking the appropriate
boxes, but you need not mark any boxes if you wish to vote in accordance with
the Board of Directors' recommendations. The persons named herein as agents and
proxies cannot vote your shares unless you sign and return this card.
In their discretion, the proxies are entitled to vote upon such other
matters as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2.
Please mark, sign and return promptly using the enclosed envelope.
Dated , 1998
------------------ ---------------------------------------
---------------------------------------
Signature(s)
NOTE: Please mark, sign and return
promptly using the enclosed envelope.
Executors, administrators, trustees,
etc. should give a title as such. If the
signer is a corporation, please sign full
corporate name by duly authorized officer.
