SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the 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
ROFIN-SINAR TECHNOLOGIES INC.
- -----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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 transactions 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:
-------------------------------------------------------------------
/ / 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 the 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>
[ROFIN-SINAR TECHNOLOGIES LOGO]
PETER WIRTH
Chairman of the Board,
President and
Chief Executive Officer January 28, 1998
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders that
will be held on Wednesday, March 25, 1998, at 10:00 a.m., local time, at the
Fiesta Inn, 2100 South Priest Drive, Tempe, AZ 85282.
The enclosed notice and proxy statement contain details concerning the
business to be acted upon at the meeting. You will note that the Board of
Directors of the Company recommends a vote "FOR" the election of two
directors to serve until the 2001 Annual Meeting of Stockholders and for the
ratification of KPMG Peat Marwick LLP as independent public auditors of the
Company. Please sign and return your proxy card in the enclosed postage-paid
envelope at your earliest convenience to assure that your shares will be
represented and voted at the meeting even if you cannot attend.
To help us plan for the meeting, please mark the appropriate box on the
accompanying proxy card telling us if you will be attending.
Sincerely,
/s/ Peter Wirth
----------------------
Peter Wirth
<PAGE>
[ROFIN-SINAR TECHNOLOGIES LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO THE STOCKHOLDERS
OF ROFIN-SINAR TECHNOLOGIES INC.
The Annual Meeting of Stockholders of Rofin-Sinar Technologies, Inc. will be
held at Fiesta Inn, 2100 South Priest Drive, Tempe, AZ 85282, on Wednesday,
March 25, 1998, at 10:00 a.m., local time, for the following
purposes:
1. To elect two Class II directors to serve for a three-year term until
the 2001 Annual Meeting of Stockholders;
2. To appoint KPMG Peat Marwick LLP as independent auditors for the
Company for the fiscal year ended September 30, 1998; and
3. To transact such other business as may properly come before the
meeting and any adjournments thereof.
Stockholders of record at the close of business on January 23, 1998 are
entitled to notice of, and to vote at, the meeting and any adjournments
thereof.
By Order of the Board of Directors
/s/ Derek Heins
-------------------------------
Derek Heins
Secretary
Plymouth, Michigan
January 28, 1998
EACH STOCKHOLDER IS URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY CARD
PROMPTLY. IN THE EVENT A STOCKHOLDER DECIDES TO ATTEND THE MEETING, HE OR SHE
MAY, IF SO DESIRED, REVOKE THE PROXY AND VOTE THE SHARES IN PERSON.
<PAGE>
ROFIN-SINAR TECHNOLOGIES INC.
45701 MAST STREET
PLYMOUTH, MICHIGAN 48170
----------------------------------
PROXY STATEMENT
----------------------------------
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 25, 1998
----------------------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Rofin-Sinar Technologies Inc., a
Delaware corporation (the "Company"), to be voted at the Annual Meeting of
Stockholders of the Company (the "Annual Meeting") to be held at Fiesta Inn,
2100 South Priest Drive, Tempe, AZ 85282, on March 25, 1998 at 10:00 a.m.,
local time, and at any adjournments thereof. The approximate date on which
this Proxy Statement and form of proxy are first being sent to the
stockholders is January 28, 1998.
Only holders of record of shares of Common Stock of the Company at the
close of business on January 23, 1998 (the "Record Date") are entitled to
vote at the Annual Meeting or any adjournments thereof. Each owner of
record on the record date is entitled to one vote for each share of Common
Stock of the Company so held. The presence, either in person or by properly
executed proxy, of the owners of a majority of the outstanding shares of
Common Stock of the Company is necessary to constitute a quorum at the Annual
Meeting and to permit action to be taken by the stockholders at such meeting.
As of the close of business on the Record Date, there were 11,514,700 shares
of Common Stock of the Company outstanding.
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is exercised by delivering to the
Company (to the attention of Derek Heins) a written notice of revocation or a
duly executed proxy bearing a later date, or by attending the Annual Meeting
and voting in person.
All properly executed proxies delivered pursuant to this solicitation
and not revoked will be voted at the Annual Meeting in accordance with the
directions given. Stockholders voting by proxy for the election of directors
nominated to serve until the 2001 Annual Meeting may vote in favor of all
nominees or withhold their votes as to all nominees or withhold their votes
as to specific nominees. Stockholders should specify their choices on the
enclosed form of proxy. If no specific instructions are given with respect
to the matters to be acted upon, the shares represented by a signed proxy
will be voted FOR the election of all nominees for director and FOR the
proposal to ratify the appointment of auditors. Directors will be elected by
a plurality of the votes cast by the holders of the shares of Common Stock
voting in person or by proxy at the Annual Meeting. Abstentions and broker
non-votes will not affect the outcome of the vote.
The Board of Directors of the Company knows of no business that will be
presented for consideration at the Annual Meeting other than the matters
described in this Proxy Statement. If any other matters are presented at the
Annual Meeting, the persons named in the proxy card will vote in accordance
with their judgment.
This solicitation is being made by the Board of Directors of the Company
and its cost (including preparing and mailing of the notice, this Proxy
Statement and the form of proxy) will be paid by the Company. The Company
will also make arrangements with brokerage houses and other custodians,
nominees and fiduciaries to send the proxy material to their principals and
will reimburse them for their reasonable expenses in so doing. To the extent
necessary in order to ensure sufficient representation at the Annual Meeting,
officers and regular employees of the Company may solicit the return of
proxies by mail, telephone, telegram, telex and personal interview. No
compensation in addition to regular salary and benefits will be paid to any
officer or regular employee for such solicitation.
1
<PAGE>
PROPOSAL ONE:
ELECTION OF DIRECTORS
Board of Directors
The Board of Directors of the Company is divided into three classes,
each class serving for a period of three years. Under the By-Laws of the
Company the number of directors of the Company has initially been set at six.
One-third of the members of the Board of Directors are elected by the
stockholders annually. The Class II directors whose terms will expire at the
Annual Meeting are Hinrich Martinen and Gary K. Willis, both of whom have
been nominated by the Board of Directors to stand for reelection as directors
to hold office until the 2001 Annual Meeting of Stockholders and until their
successors are elected and qualified. The Board of Directors knows of no
reason why either nominee will be unable or unwilling to serve as a nominee
or director if elected.
Certain information about Hinrich Martinen and Gary K. Willis, the
Board's Class II director nominees, is furnished below:
Hinrich Martinen is Executive Vice President, Research and Development /
Operations and Chief Technical Officer, as well as a member of the Board
of Directors of the Company. He has held a number of senior R&D
management positions since joining Rofin-Sinar Laser GmbH ("RSL") in 1981
and is currently the Technical Director of RSL. Mr. Martinen holds a
Master's Degree in Physics from the University of Hamburg, Germany.
Gary K. Willis has been a member of the Company's Board of Directors since
September 1996. Since 1992, he has been President, Chief Executive
Officer and Director of Zygo Corporation. He was an independent consultant
between 1990 and 1992. Before 1990, Mr. Willis was President, Chief
Executive Officer and a director of the Foxboro Company. Mr. Willis served
as a director of Neworld Bank from 1991 through June 1994.
The two nominees receiving the highest number of affirmative votes will
be elected as Class II directors of the Company.
Recommendation of the Board of Directors Concerning the Election of Directors
The Board of Directors of the Company recommends a vote FOR Hinrich
Martinen and Gary K. Willis as Class II directors to hold office until the
2001 Annual Meeting of Stockholders and until their successors are elected
and qualified. Proxies received by the Board of Directors will be so voted
unless stockholders specify a contrary choice in their proxy.
2
<PAGE>
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
FOR A THREE-YEAR TERM EXPIRING AT THE 2001 ANNUAL MEETING:
Name Age Director Since
---- --- --------------
Hinrich Martinen 55 1996
Gary K. Willis (A) 52 1996
DIRECTORS WHOSE TERMS EXPIRE AT THE 1999 ANNUAL MEETING:
Name Age Director Since
---- --- --------------
Peter Wirth 51 1996
William R. Hoover (B) 68 1996
DIRECTORS WHOSE TERMS EXPIRE AT THE 2000 ANNUAL MEETING:
Name Age Director Since
---- --- --------------
Gunther Braun 40 1996
Ralph E. Reins (A) (B) 57 1996
- -----------------
(A) Member of the Audit Committee.
(B) Member of the Compensation Committee.
3
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
executive officers.
Name Age Title
- ---------------- --- -----------------------------------------
Peter Wirth 51 Chairman of the Board of Directors, Chief
Executive Officer and President
Hinrich Martinen 55 Executive Vice President, Research and
Development Operations, Chief Technical
Officer and Director
Gunther Braun 40 Executive Vice President, Finance and
Administration, Chief Financial Officer,
Treasurer and Director
Walter Volkmar 54 General Manager, RSL Marking Division
Richard Walker 52 General Manager, Rofin-Sinar, Inc. ("RSI")
William R. Hoover 68 Director
Ralph E. Reins 57 Director
Gary K. Willis 52 Director
Business Experience
Peter Wirth is Chairman of the Board of Directors, Chief Executive Officer
and President of the Company. He has also served as the General Manager of
RSL since October 1994. From 1991 until October 1994, Dr. Wirth was
President of Rofin-Sinar, Inc. He joined Rofin-Sinar in 1979 as Sales
Manager for Industrial Lasers, and became Director, Sales and Marketing in
1983. He holds a Master's Degree and a Ph.D in Physics from the Technical
University in Munich, Germany.
Hinrich Martinen is Executive Vice President, Research and Development /
Operations and Chief Technical Officer, as well as a member of the Board of
Directors of the Company. He has held a number of senior R&D management
positions since joining RSL in 1981 and is currently the Technical Director
of RSL. Mr. Martinen holds a Master's Degree in Physics from the University
of Hamburg, Germany.
Gunther Braun has been Executive Vice President, Finance and Administration,
Chief Financial Officer and Treasurer, as well as a member of its Board of
Directors, since September 1996. Since 1994, he has also been the Financial
Director for Rofin-Sinar Laser GmbH. He joined RSL in 1989 when RSL acquired
the Laser Optronic's marking division of Coherent General Inc. Mr. Braun
holds a Business Administration degree from the Fachhochschule in Regensburg,
Germany.
Walter Volkmar has been the Manager of the Marking Division of RSL since
1994. He joined RSL in 1989 when RSL acquired the Laser Optronic's marking
division of Coherent General Inc. Dr. Volkmar holds Master's Degrees in
Mechanical Engineering and Business Administration from the Technical
University in Darmstadt, and a Ph.D. in Economics and Trade from the
University of Parma in Italy.
Richard Walker has been the General Manager of RSI since September 1996. He
was Vice President Sales and Marketing of RSI from 1993 through September
1996. Mr. Walker joined RSI in 1988 as Vice President Marketing for Nd:YAG
products. Mr. Walker holds a B.S. from the University of London.
4
<PAGE>
William R. Hoover has been a member of the Company's Board of Directors since
September 1996. He is the Chairman of the executive Committee of Computer
Sciences Corporation, a provider of information technology consulting,
Systems integration and outsourcing to industry and government; Chairman of
the Board of that company from November 1972 to march 1997. He has been
consultant to that company since March 1995; prior to that, he was its
President from November 1969 to March 1995 and its Chief Executive Officer
from November 1972 until March 1995. Mr. Hoover serves as Director on the
Boards of Computer Sciences Corporation, Merrill Lynch & Co., Storage
Technology Corp. and Eltron International.
Ralph E. Reins has been a member of the Company's Board of Directors since
September 1996. He is the former President and Chief Executive Officer of AP
Parts International, Inc. Previously, Mr. Reins served as President and
Chief Executive Officer of Envirotest Systems Corp. in 1995, as President of
Allied Signal Automotive from 1991 through 1994 and as President of United
Technologies Automotive from 1990 to 1991. Prior to that, he was Chairman,
Chief Executive Officer, President and Chief Operating Officer of Mack Truck
from 1989 to 1990 and President and Chief Executive Officer of ITT Automotive
from 1985 to 1989. Mr. Reins is a member of the University of Michigan's
National Advisory Council and the Society of Automotive Engineers.
Gary K. Willis has been a member of the Company's Board of Directors since
September 1996. Since 1992, he has been President, Chief Executive Officer
and Director of Zygo Corporation. He was an independent consultant between
1990 and 1992. Before 1990, Mr. Willis was President, Chief Executive
Officer and a director of the Foxboro Company. Mr. Willis served as a
director of Neworld Bank from 1991 through June 1994.
Relationships Among Directors or Executive Officers
There are no family relationships among any of the directors or
executive officers of the Company.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than
ten percent of a registered class of the Company's equity securities, to file
reports of securities ownership and changes in such ownership with the
Securities and Exchange Commission (the "SEC"). Officers, directors and
greater than ten percent shareholders are also required by rules promulgated
by the SEC to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely upon a review of the copies of such forms, the absence of a
Form 3 or Form 5 or written representations that no Form 5's were required,
the Company believes that, with respect to the fiscal year ended September
30, 1997, its officers, directors and greater than ten percent beneficial
owners complied with all applicable Section 16(a) filing requirements.
5
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS;
MEETINGS AND COMPENSATION OF DIRECTORS
In fiscal 1997 three regular meetings of the Board of Directors were
held. The Board has an Audit Committee and a Compensation Committee. It
does not have a nominating committee or a committee performing the functions
of a nominating
committee.
The Audit Committee. The responsibilities of the Audit Committee are to
recommend to the Board of Directors the independent public accountants to be
selected to conduct the annual audit of the books and records of the Company,
review the proposed scope of such audit and approve the audit fees to be
paid, review the adequacy and effectiveness of the accounting and internal
financial controls of the Company with the independent public accountants and
the Company's financial and accounting staff and review and approve
transactions between the Company and its directors, officers and affiliates.
The members of the Audit Committee are Mr. Reins and Mr. Willis. Neither Mr.
Reins or Mr. Willis are employees of the Company. In fiscal 1997 three
meetings of the Audit Committee were held.
The Compensation Committee. The responsibilities of the Compensation
Committee are to provide a general review of the Company's compensation and
benefit plans to ensure that they meet corporate financial and strategic
objectives. The responsibilities of the Compensation Committee also include
administering the Equity Incentive Plan and the Annual Incentive Plan (both
of which are described below), including selecting the officers and salaried
employees to whom awards will be granted and making such awards. The members
of the Compensation Committee are Mr. Hoover and Mr. Reins. Neither Mr.
Hoover or Mr. Reins are employees of the Company. In fiscal 1997 four
meetings of the Compensation Committee were held.
Compensation of Directors. Directors who are not employees of the
Company are entitled to an annual cash retainer fee of $15,000 plus an
honorarium of $1,000 and $500 for each board meeting and committee meeting,
respectively, which they attend, plus reimbursement of expenses. In
addition, at the time of the IPO (as defined herein), the Company adopted a
non-employee director stock plan (the "Directors' Plan") which authorized
100,000 shares of Common Stock for issuance pursuant to stock awards and
restricted stock awards to non-employee directors. Under the Directors'
Plan, each non-employee director who is first elected or appointed to the
Board of Directors prior to age 65 will receive an initial grant of 1,500
shares of Common Stock and an annual grant of 1,500 shares of Common Stock in
each subsequent year. Each non-employee director who is first appointed or
elected to the Board of Directors after attaining age 65 will receive upon
his or her initial appointment or election a one-time grant of 7,500 shares
of restricted stock which will vest in five equal installments on the date of
grant and each of the following four anniversaries thereof. Upon their
initial appointment to the Board of Directors on September 26, 1996, Messrs.
Reins and Willis each received an initial grant of 1,500 shares of Common
Stock and Mr. Hoover received a grant of 7,500 shares of restricted stock.
In addition, Messrs. Reins and Willis each received their fiscal 1998 grants
of 1,500 shares on October 1, 1997.
6
<PAGE>
OWNERSHIP OF COMMON STOCK BY MANAGEMENT
The following table sets forth information as of January 1, 1998, with
respect to beneficial ownership of the Company's Common Stock by each
director, each of the executive officers named in the Summary Compensation
Table below (each, a "Named Executive Officer"), and the directors and
executive officers of the Company as a group. To the Company's knowledge,
each of the directors and executive officers has sole voting and investment
power with respect to the shares he or she owns.
Number of Shares of
Common Stock
Name Beneficially Owned Percentage of Class
---- ------------------- -------------------
Peter Wirth................. 10,700 *
Hinrich Martinen............ 9,700 *
Gunther Braun............... 10,200 *
Walter Volkmar.............. 9,000 *
Richard Walker.............. 5,300 *
William R. Hoover........... 37,500 *
Ralph E. Reins.............. 11,500 *
Gary K. Willis.............. 6,500 *
All directors and executive
officers as a group
(8 persons).............. 100,400 *
- ------------------------
* Less than one (1) percent of class.
(1) The amounts listed include the following shares of Common Stock that may
be acquired within 60 days through the exercise of stock options: Dr.
Wirth, 8,400; Mr. Martinen, 7,200; Mr. Braun, 7,200; Dr. Volkmar, 6,000;
Mr. Walker, 4,800.
PRINCIPAL STOCKHOLDERS
Beneficial Ownership
The following table sets forth information as to the only persons known to
the Company to be the beneficial owner of more than five (5) percent of the
Company's common stock:
Name and address of Amount and Nature
Beneficial Owner of Beneficial Ownership Percentage of Class
------------------- ----------------------- -------------------
Henderson Investors 1,531,421 (a) 13.3 %
3 Finsbury Avenue
London, England
EC2M 2PA
Founders Asset Management, Inc. 588,700 (b) 5.1 %
2930 East Third Avenue
Denver, Colorado 80206
_________________
(a) The information shown is as of September 30, 1997. These securities are
owned by Henderson plc and its wholly owned subsidiaries Henderson
Investors Limited and Henderson Administration Limited. Henderson plc
is a Public Limited Company organized under the laws of England.
(b) The information shown is as of September 30, 1997. These securities are
owned by Founders Asset Management, Inc.
7
<PAGE>
CERTAIN TRANSACTIONS
Prior to the consummation of the Company's initial public offering
("IPO")on September 30, 1996, the business of the Company was conducted by
subsidiaries of Siemens AG ("Siemens"), a company organized under the laws of
the Federal Republic of Germany whose principal business is the design,
development, manufacture and marketing of a wide range of electrical and
electronics products and systems. In connection with the IPO, Siemens and
certain of its subsidiaries entered into the following agreements with the
Company and certain of its subsidiaries with respect to the transfer of the
laser business of Siemens to the Company.
Transfer Agreements
The Company, Siemens and Siemens Power Corporation, a subsidiary of
Siemens ("SPC"), entered into certain sale and transfer agreements
(collectively, the "Transfer Agreements") pursuant to which, the Company
purchased all of the outstanding capital stock of Rofin-Sinar Laser GmbH
("RSL") from Siemens and all of the outstanding capital stock of Rofin-Sinar
Inc. ("RSI") from SPC for an aggregate purchase price of $70.1 million.
The Transfer Agreements govern the allocation of liabilities and
obligations of the respective businesses of the Company, Siemens and their
respective subsidiaries. Pursuant to the Transfer Agreements, the Company
and Siemens are each responsible for all claims and liabilities relating to
its own business and the businesses of its respective subsidiaries (whether
or not such claims and liabilities are asserted, or arise from activities
occurring, prior to the closing of the Offerings), except as provided in the
Transfer Agreements and the Tax Allocation and Indemnification Agreement
(described below), and will each indemnify the other against such claims and
liabilities.
Pursuant to the Transfer Agreements, the Company and Siemens have each
agreed to indemnify each other and their respective affiliates for certain
liabilities that may arise after the offering date (which is defined to be
the date of closing of the Offerings). The Company will indemnify Siemens
and its affiliates for any claims or liabilities arising out of (i) the
ownership or operation by the Company of its business, properties or assets
after the completion of the Offerings, (ii) any breach or inaccuracy in any
of the representations or warranties of the Company contained in the Transfer
Agreements or (iii) any failure by the Company to perform any of its
obligations, covenants or agreements contained in or contemplated by the
Transfer Agreements. In addition, the Company irrevocably and
unconditionally waives any right against Siemens or any of its subsidiaries
for any reimbursement or funding of any losses incurred by RSL pursuant to a
profit and loss transfer arrangement between RSL and Siemens which has been
terminated and relating to periods following the termination for tax purposes
of such arrangement.
Siemens will indemnify the Company and its affiliates for (i) any breach
or inaccuracy in any of the representations or warranties relating to Siemens
contained in the Transfer Agreements, (ii) any failure by Siemens to perform
any of its obligations, covenants or agreements contained in the Transfer
Agreements and (iii) for all German and certain other taxes imposed upon RSL
for tax periods prior to the consummation of the IPO (for fiscal 1996, in
excess of amounts recorded or incurred in the ordinary course). Although
Siemens received a dividend in respect of RSL's fiscal 1996 earnings shortly
before the end of such fiscal year, a capital contribution in like amount was
made to RSL by Siemens immediately prior to the transfer of the RSL stock to
the Company, with the effect that such earnings were for the account of RSL.
The Transfer Agreements also provide that Siemens and its subsidiaries,
subject to certain exceptions, will not engage in the design, development,
engineering, manufacture and marketing of laser products for material
processing applications for a period of four years after the closing of the
IPO.
Tax Allocation and Indemnification Agreement
For United States federal income tax reporting purposes, for periods
prior to September 30, 1996, the Company and RSI filed a consolidated federal
income tax return with other members of the affiliated group of corporations
of which Siemens Corporation ("SC"), the parent company of SPC, is the common
parent (the "SC Group"). Under United States Federal income tax law, each
corporation in a consolidated group is liable for all taxes of the
consolidated group. In the event that SC and other members of the SC Group
do not discharge the tax
8
<PAGE>
obligations for Federal income tax periods of the SC Group which end with the
tax period which includes the date of consummation of the Offerings, the
Company and RSI could be required under law to satisfy such obligations.
The Company, RSI, SC and SPC entered into a Tax Allocation and
Indemnification Agreement (the "TAIA") to reflect the fact that the Company
and RSI are no longer be a part of the SC Group because of the IPO. Pursuant
to the TAIA, the SC Group will bear the economic burden of all income taxes
imposed on the income of any member of the SC Group, including the Company
and RSI, with respect to a tax period prior to September 30, 1996. SC and
SPC will indemnify the Company and RSI for (i) all such income taxes and (ii)
any reduction in the deferred tax asset of RSI attributable to its net
operating loss carryforwards, which reduction results from an adjustment to
taxable income for periods prior to September 30, 1996. The TAIA also
contains provisions for the disposition of audits and contests regarding tax
items relating to RSI during the period it was a member of the SC Group.
Intercompany Transactions
In the ordinary course of business, the Company and its subsidiaries and
Siemens or affiliates of Siemens have from time to time entered into various
business transactions and agreements, and the Company and its subsidiaries
and Siemens or such affiliates of Siemens may enter into additional
transactions and agreements from time to time in the future.
The Company and its subsidiaries have provided certain products
(primarily laser markers) and related services to Siemens and its affiliates.
Revenue from such transactions amounted to $2.9 million, $1.2 million and
$5.4 million for the fiscal years ended September 30, 1994, 1995 and 1996,
respectively. In addition, the Company and its subsidiaries have from time
to time purchased certain products (primarily electrical components,
subassemblies and computers used in the Company's products) from Siemens and
its affiliates. Such purchases totaled approximately $2.7 million, $2.4
million and $4.4 million for the fiscal years ended September 30, 1994, 1995
and 1996, respectively. The Company continues to engage in transactions
involving products and services with Siemens and its affiliates on generally
the same basis as it would engage in transactions with any other unaffiliated
third party. In addition, the Company and Siemens intend to continue their
cooperative relationship for the development of certain advanced industrial
laser technologies.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Hoover and Mr. Reins are the members of the Compensation Committee
of the Board of Directors of the Company, neither of whom is an officer of
the Company. There are no compensation committee interlocks involving
executive officers of the Company.
EXECUTIVE COMPENSATION AND RELATED INFORMATION
Compensation Committee Report on Executive Officer Compensation
The Compensation Committee consists solely of non-management directors. The
current members of the Compensation Committee are Messrs. Hoover and Reins.
9
<PAGE>
Policies, Goals and Responsibilities
The Compensation Committee is responsible for oversight and administration of
executive compensation. The philosophy of the Compensation Committee is to
establish an executive compensation program that will allow the Company to
achieve the following objectives:
- Attract, retain and motivate key executives of the Company.
- Tie executive pay to shareholder value creation through the use of
equity-based incentives.
- Link pay to performance by making individual compensation directly
dependent upon the achievement of certain predetermined performance
goals.
The Company's executive compensation programs are designed to meet three
fundamental objectives: (i) to set compensation at levels sufficient to
attract and retain a diverse mix of experienced, highly competent executives;
(ii) to provide incentives to improve the Company's financial performance and
performance against strategic and operational goals; and (iii) to evaluate,
reinforce and reward individual achievement of business objectives with pay
that fluctuates with performance.
The salary and incentive compensation programs for the Company's executive
officers were established based on advice from independent consultants by
reference to a survey group of companies with sales of less than $500 million
per year. The use of independent consultants has provided additional
assurance that the Company's compensation programs are appropriately aligned
with its objectives, and that, based upon survey data, executive compensation
levels are appropriately aligned with the compensation levels of persons in
similar positions at comparable companies, taking into account, in certain
instances, differences between U.S. and German compensation practices.
Components of Compensation
Base Salaries. In fiscal year 1997, executive officer base salaries were
based both on Siemens' historical practices and on information and
recommendations provided by the Company's independent consultants. The
Compensation Committee anticipates that, in the future, executive officer
base salaries will be reviewed on an annual basis and that base salary
increases will be determined by an evaluation of factors which may include
individual performance and comparisons with salaries paid at comparable
companies in the Company's industry.
Annual Incentives. In fiscal year 1997, the Company's executive officers
received discretionary bonuses under the Company's Annual Incentive Plan.
The Annual Incentive Plan was established in 1996 and provides that key
employees, including executive officers, are eligible to participate at the
discretion of the Compensation Committee. Bonuses with respect to fiscal
year 1997 were based upon the degree to which the Company (or, with respect
to middle management, the applicable business unit or division of the
Company) achieved certain preset performance goals related to order entry,
net sales, operating profits and after-tax profits. The maximum bonus each
participant may receive under the Annual Incentive Plan is expressed as a
percentage of salary, with percentages varying among participants based upon
their positions at the Company. The Compensation Committee anticipates that,
in the future, survey data and comparisons to comparable companies will also
be considered in determining performance criteria and bonus levels.
Long-Term Incentives. In 1996, the Company adopted an Equity Incentive Plan
which provides for grants of stock options, restricted stock and performance
shares to officers and other key employees of the Company.
The Compensation Committee believes that stock options are an important part
of incentive compensation because stock options only have value if the
Company's stock price increases over time. Thus, the Compensation Committee
anticipates that additional options grants will be made to the executive
officers and other key employees of the Company from time to time to reflect
their ongoing contributions to the Company, to provide additional incentives
and to take into account practices at competitive companies.
10
<PAGE>
During fiscal year 1997, the Company recommended grants of options to
individual executive officers based upon a review of each officer's
individual performance goals, his long-term potential contribution to the
Company and by a comparison to the sizes of awards to persons in similar
positions is a survey group of companies with sales of less than $500
million provided by the Company's independent consultants. Thus, the
Compensation Committee, as administrator of the Equity Incentive Plan, made
option grants to the executive officers and other key employees of the
Company to reflect their ongoing contributions to the Company, to provide
additional incentives and to take into account practices at competitive
companies.
In fiscal year 1997, the Company granted stock options to key employees of
the Company, including the executive officers, under the Equity Incentive
Plan. All such stock options were granted with an exercise price of $16.875,
the fair market value of the stock on the date of grant. Such options will
vest in equal installments on each of the first five anniversaries of the
date of grant.
The stock option awards for each executive officer were determined primarily
with reference to a comparison to the sizes of awards to persons in similar
positions in a survey group of companies with sales of less than $500 million
per year provided by the Company's independent consultants.
Compensation of the Chairman of the Board and Chief Executive Officer
The Company and Mr. Wirth are parties to an employment agreement providing
for a minimum base annual salary, subject to periodic adjustment, of
DM 367,500 (which equated to $229,699 in fiscal year 1997 based on a weighted
average currency exchange rate of US $1.00 = DM 1.6688) and annual incentive
bonuses. Mr. Wirth's minimum salary level was determined based upon the
recommendations of the Company's independent consultants as well as historical
practices at Siemens. The Compensation Committee based Mr. Wirth's annual
bonus for fiscal year 1997 upon the Company's attainment of certain
predetermined performance goals related to net sales, order entry, operating
profits and after-tax profits.
In fiscal year 1997, Mr. Wirth was granted options to purchase 50,000 shares
of stock. The number of shares awarded to Mr. Wirth was determined primarily
by a comparison to the award sizes of chief executive officers in a survey
group of companies with sales of less than $500 million per year provided by
the Company's independent consultants, and by reviewing typical option grants
made by similar companies in the industry. The options vest in equal
installments on each of the first five anniversaries of the date of grant and
have an exercise price equal to $16.875, the fair market value of the stock
on the date of grant.
Policy with Respect to Qualifying Compensation for Deductibility
Section 162(m) of the Internal Revenue Code generally limits to $1,000,000
the tax deductible compensation paid for a particular year to the chief
executive officer and to each of the four highest-paid executive officers who
are employed as executive officers on the last day of such year (the "Covered
Executive Officers"). Presently, because of the application of certain
transition rules and grandfather provisions, the Company does not expect any
of the Covered Executive Officers' compensation to be subject to the
deductibility limit. While it is the Compensation Committee's intention to
maximize the deductibility of compensation paid to executive officers, the
Compensation Committee may, from time to time, reevaluate its policy with
respect to Section 162(m).
COMPENSATION COMMITTEE
William R. Hoover
Ralph E. Reins
11
<PAGE>
Executive Compensation
The following table presents information concerning compensation paid
for services to the Company during fiscal 1997, 1996 and 1995 to the Chief
Executive Officer and the four other most highly compensated executive
officers (the "Named Executive Officers") of the Company, as well as to Joseph
Ferrario.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Other Securities
Annual Underlying All Other
Compens- Options/ Compens-
Name and Principal Position Year Salary($)(1) Bonus($)(2) ation(3) SARs(#) ation(4)
- --------------------------- ---- ----------- ---------- -------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Peter Wirth 1997 $229,699 $58,425 -- 50,000 --
Chairman, Chief Executive 1996 $239,449 $40,683 -- 42,000 --
Officer, and President 1995 $231,236 $20,684 -- -- --
Hinrich Martinen 1997 $198,928 $40,437 -- 25,000 --
Executive Vice President, 1996 $214,524 $40,683 -- 36,000 --
Research & Development, and 1995 $206,796 $20,684 -- -- --
Chief Technical Officer
Gunther Braun 1997 $144,291 $25,617 -- 20,000 --
Executive Vice President, 1996 $137,110 $33,903 -- 36,000 --
Finance and Administration 1995 $129,980 $13,789 -- -- --
and Chief Financial Officer
Walter Volkmar 1997 $126,443 $28,611 -- 20,000 --
General Manager, 1996 $139,375 $19,944 -- 30,000 --
RSL Marking Division 1995 $132,675 $20,250 -- -- --
Richard Walker 1997 $133,575 $36,254 -- 20,000 $3,141
General Manager, RSI 1996 $117,533 $41,648 -- 24,000 $3,526
1995 $112,966 $49,754 -- -- $3,267
Joseph Ferrario 1997 $223,551 $43,445 -- -- --
President, RSI (5) 1996 $139,100 $49,754 $9,437 30,000 $3,370
1995 $133,900 $31,399 -- -- $5,510
</TABLE>
- -------------
(1) Amounts paid in German marks have been translated into U.S. dollars at
the weighted average exchange rate for the relevant fiscal year (for
fiscal year ended September 30, 1995: US$1.00 : DM 1.4504; for fiscal
year ended September 30, 1996: US$1.00 : DM 1.4748; for fiscal year ended
September 30, 1997: US$1.00 : DM 1.6688).
(2) Includes discretionary bonuses awarded by Siemens (with respect to
Messrs. Wirth, Martinen and Braun), and bonuses awarded pursuant to the
RSL Annual Bonus Plan (with respect to Mr. Volkmar)
(3) Amount shown represents tax reimbursement payments made to Mr. Ferrario
by RSI.
(4) Amounts shown represent matching contributions made by RSI on behalf of
Mr. Walker and Mr. Ferrario in accordance with the terms of the Siemens
Savings Plan (through the date of the IPO) and the Rofin-Sinar, Inc.
401(k) Plan (subsequent to the IPO), in which Mr. Walker, Mr. Ferrario,
and other RSI employees participated.
12
<PAGE>
(5) Pursuant to a letter agreement between the Company and Mr. Ferrario, Mr.
Ferrario's employment as President of RSI terminated effective December
20, 1996 and Mr. Ferrario's employment relationship with the Company
terminated as of June 30, 1997 (See - Termination of Employment Agreement
with Mr. Ferrario.
The following table presents information concerning grants of stock
options during fiscal 1997 to each of the Named Executive Officers.
INDIVIDUAL GRANTS OPTION/SAR GRANTS IN FISCAL YEAR 1997
<TABLE>
<CAPTION>
Number of % of Total Potential Realizable Value
Securities Options at Assumed Annual Rates
Underlying Granted to of Stock Price
Options Employees Exercise Appreciation for Option
Granted (#) in Fiscal Price ($ / Sh) Expiration Term (3)
Name (1) Year (2) Date 5% ($) 10% ($)
---- ------------ ---------- -------------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Peter Wirth 50,000 25.91% $16.875 9/26/07 530,500 1,344,500
Hinrich Martinen 25,000 12.95% $16.875 9/26/07 265,250 672,250
Gunther Braun 20,000 10.36% $16.875 9/26/07 212,200 537,800
Walter Volkmar 20,000 10.36% $16.875 9/26/07 212,200 537,800
Richard Walker 20,000 10.36% $16.875 9/26/07 212,200 537,800
Joseph Ferrario - 0.00% - - - -
</TABLE>
- -----------------
(1) All option grants to the Named Executive Officers were made pursuant to
the Equity Incentive Plan.
(2) All options were granted to the Named Executive Officers at an exercise
price equal to the fair market value of the underlying stock on the date
of grant. All options will vest and become exercisable in equal
installments on each of the first five anniversaries of the date of
grant. Pursuant to the terms of the awards, all options will, subject to
the discretion of the Compensation Committee, become fully exercisable
upon the occurrence of a change in control as defined in the Equity
Incentive Plan.
(3) Potential gains are net of exercise price, but before taxes associated
with exercise. These amounts represent assumed rates of appreciation
only, based on SEC rules, and do not represent the Company's estimate or
projection of the Company's stock price in the future. Actual gains, if
any, on stock option exercises depend upon the actual future performance
of Common Stock and the continued employment of the option holders
through the vesting period. The amounts reflected in this table may not
necessarily be achieved.
13
<PAGE>
AGGREGATED OPTION/SAR EXERCISES
IN FY 1997 AND FY 1997 YEAR-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-The-Money
Options at Options at
Shares FY-end (#) FY-End ($)
Acquired on Value Exercisable/ Exercisable /
Name Exercise (#) Realized ($) Unexercisable Unexercisable (1)
---- ----------- ------------ ------------- ----------------
<S> <C> <C> <C> <C>
Peter Wirth -- -- 8,400/83,600 $60,900/$243,600
Hinrich Martinen -- -- 7,200/48,800 $52,200/$208,800
Gunther Braun -- -- 7,200/48,800 $52,200/$208,800
Walter Volkmar -- -- 6,000/44,000 $43,500/$174,000
Richard Walker -- -- 4,800/39,200 $34,800/$139,200
Joseph Ferrario -- -- - / - $ - /$ -
</TABLE>
- ------------
(1) Based on the closing price of Common Stock, as reported on the NASDAQ
National Market, at September 30, 1997, which was $16-3/4 per share.
14
<PAGE>
Pension Plans
RSL Pension Plan
Messrs. Wirth, Martinen, Braun and Volkmar participate in the Rofin-
Sinar Laser GmbH Pension Plan (the "RSL Pension Plan") for RSL executives, an
unfunded plan in accordance with the typical practices of German companies.
The RSL Pension Plan provides pensions to participants who (i) retire on or
after age 60 or terminate employment due to a permanent disability and (ii)
have served at least ten years with RSL at the time of separation.
The annual benefits payable under the RSL Pension Plan, which commence
at the statutory retirement age of 65 (according to German law), are based
upon the age at which the participant leaves RSL. Book reserves are kept to
record benefits accruals under the RSL Pension Plan. Messrs. Wirth,
Martinen, Braun and Volkmar joined or were deemed to have joined (as
applicable), the RSL Pension Plan on July 1, 1979, October 1, 1981, November
1, 1984 and March 1, 1985, respectively. Assuming retirement at or after age
60, Messrs. Wirth, Martinen, Braun and Volkmar would receive a monthly
pension benefit of $2,530, $2,516, $1,760 and $1,172, respectively (at the
German mark/U.S. dollar exchange rate in effect on December 31, 1997).
Rofin-Sinar Inc. Pension Plan
Effective as of the closing of the IPO, RSI adopted a new defined
benefit plan for its employees known as the Rofin-Sinar Inc. Pension Plan (the
"Plan"), to which Siemens transferred all liabilities relating to RSI
employees (including both active employees and retirees) under the Siemens
Corporation Retirement Plan and an amount required under Section 414(l) of the
Internal Revenue Code to satisfy such liabilities. Under that plan, employees
receive annual pension benefits equal to the product of (i) the sum of 1.125%
of the first $12,000 of average final compensation and 1.5% of "average final
compensation" in excess of that amount, and (ii) the number of years of
service in which the employee was employed by a participating employer.
Average final compensation is based upon the period of four consecutive plan
years out of the last ten full plan years preceding the employee's retirement
which produces the highest amount.
Mr. Walker is the only Named Executive Officer who currently participates
in the Rofin-Sinar Inc. Pension Plan.
The following table shows the estimated annual pension benefits provided
by the Rofin-Sinar Inc. Pension Plan, based on the remuneration and years of
service classifications indicated:
PENSION PLAN TABLE
Years of Service
---------------------------------------------------
Remuneration (1) 15 20 25 30 35
- ----------------- ------- ------- ------- -------- --------
$125,000......... $27,450 $36,600 $45,750 $ 54,900 $ 64,050
150,000......... 33,075 44,100 55,125 66,150 77,175
175,000......... 38,700 51,600 64,500 77,400 90,300
200,000......... 44,325 59,100 73,875 88,650 103,425
225,000......... 49,950 66,600 83,250 99,900 116,550
250,000......... 55,575 74,100 92,625 111,150 129,675
- -------------
(1) Annual pension benefits are calculated with respect to remuneration
levels of up to $250,000, which amount is in excess of 120% of the
covered compensation of Mr. Walker, the only Named Executive Officer
who is participating in the Plan. The amounts shown are on a single life
annuity basis and assume retirement at age 65. As of September 30,
1997, Mr. Walker had eight years of benefit service under the Plan. Mr.
Walker's covered compensation under the Plan does not differ by more than
10% from his annual compensation set forth in the Summary Compensation
Table.
15
<PAGE>
Employment Agreements and Termination of Employment Arrangements
Employment Agreements with Named Executive Officers
In August 1994, RSL entered into an employment agreement with Peter
Wirth pursuant to which Mr. Wirth agreed to serve as RSL's General Manager.
Mr. Wirth also agreed not to compete with RSL throughout the term of his
employment with RSL and not to disclose any confidential information
thereafter. In exchange for his services, RSL agreed to compensate Mr. Wirth
with a base salary of $228,800 per annum (subject to annual adjustment). The
agreement also provided for a yearly discretionary bonus determined by the
Chairman of the Shareholder's Advisory Board of RSL. Effective with the IPO,
this agreement terminated and the Company entered into a new employment
agreement with Mr. Wirth, the terms of which are described below.
In June 1987, RSL entered into an employment agreement with Hinrich
Martinen pursuant to which Mr. Martinen agreed to serve as RSL's Technical
Director - Research and Development Operations. Mr. Martinen also agreed not
to compete with RSL throughout the term of his employment, and not to
disclose any confidential information thereafter. In exchange for his
services, RSL agreed to compensate Mr. Martinen with a base salary of
$175,770 per annum (subject to annual adjustment). The agreement also
provided for a yearly discretionary bonus determined by the Chairman of the
Shareholder's Advisory Board of RSL. Effective with the IPO, this agreement
terminated and the Company entered into a new employment agreement with Mr.
Martinen, the terms of which are described below.
In January 1994, RSL entered into an employment agreement with Gunther
Braun pursuant to which Mr. Braun agreed to serve as RSL's Financial
Director. Mr. Braun also agreed not to compete with RSL throughout the term
of his employment with RSL and for six months thereafter, and not to disclose
any confidential information thereafter. In exchange for his services, RSL
agreed to compensate Mr. Braun with a base salary of $122,615 per annum
(subject to annual adjustment). The agreement also provided for a yearly
discretionary bonus determined by the Chairman of the Shareholder's Advisory
Board of RSL. Effective with the IPO, this agreement terminated and the
Company entered into a new employment agreement with Mr. Braun, the terms of
which are described below.
Effective with the IPO, the Company and RSL entered into new employment
agreements with Messrs. Wirth, Martinen and Braun (collectively, the "New
Employment Agreements"), under which the executives have retained the job
titles specified in their prior employment agreements, and are entitled to a
base compensation of not less than DM 367,500, DM 319,500 and DM 231,000,
respectively ($245,000, $213,000 and $154,000, respectively, at an exchange
rate of DM 1.5 per $1.00) plus a yearly discretionary bonus determined by the
Compensation Committee. Each New Employment Agreement has an indefinite
term, subject to earlier termination by either the Company and RSL or the
executive upon two years' prior notice, which notice may not be given by
either the Company and RSL or the executive prior to the second anniversary
of the closing of the IPO. In accordance with the New Employment Agreements,
each executive has agreed (i) not to disclose or exploit any of the Company's
Confidential Information (as defined therein), (ii) to assign to the Company
all inventions or improvements made by the executive in the course of his
employment with the Company, and (iii) not to compete with the Company for a
six month period after the completion of his term of employment with the
Company. During any such six month period, the executive is entitled under
German law to receive half of his monthly salary.
Termination of Employment Agreement with Mr. Ferrario
In December 1996, the Company and Mr. Ferrario entered into a letter
agreement (the "Termination Agreement") which terminated Mr. Ferrario's
employment as President of RSI effective as of December 20, 1996. The
Termination Agreement provided for a twelve month leave of absence (the
"Leave"), during which time Mr. Ferrario was required to provide consulting
services to the Company to the extent reasonably requested by the Company.
Pursuant to the Termination Agreement, Mr. Ferrario was eligible to receive
payments totaling $175,000 and was eligible to continue participation in all
employee benefit plans and policies (other than RSI's 401(k) plan) in which
he participated prior to December 20, 1996. The Termination Agreement stated
that if Mr. Ferrario entered into employment with another employer at any
time during the Leave, he immediately forfeited all rights under the
Termination Agreement except his rights to the $175,000 payment. The
Termination Agreement also contained certain non-competition and
confidentiality covenants.
16
<PAGE>
Effective July 1, 1997, Mr. Ferrario accepted employment with another
employer and, thus, under the terms of the Termination Agreement his
employment with the Company was terminated. Pursuant to the Termination
Agreement, Mr. Ferrario terminated participation in all Company employee
benefit plans and policies in which he was participating and forfeited options
to purchase 30,000 shares of Common Stock granted in connection with the IPO.
Stock Performance Graph
The following graph presents the one-year total return for Rofin-Sinar
Technologies Inc. Common Stock compared with the NASDAQ Stock Market Index
and the S&P Technology Sector Index. Rofin-Sinar selected these comparative
groups due to industry similarities and the fact that they contain several
direct competitors.
The graph assumes that the value of the investment in Rofin-Sinar
Technologies Inc. Common Stock, the NASDAQ Stock Market Index, and the S&P
Technology Sector Index each was $100 on September 26, 1996 (for Rofin-Sinar
Technologies Inc. Common Stock) and August 31, 1996, (the most current
published date preceding the IPO date, for the NASDAQ Stock Market index and
the S&P Technology Sector Index), and that all dividends were reinvested.
The S&P Technology Sector Index is weighted by market capitalization.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
Rofin-Sinar NASDAQ Stock S&P Technology
Technologies Inc. Market Index Sector Index
- ------ ---------------- ------------ --------------
8/31/96 100 100
9/26/96 100
9/30/96 114 108 111
12/31/96 124 113 126
3/31/97 154 107 127
6/30/97 201 126 154
9/30/97 176 148 181
17
<PAGE>
PROPOSAL TWO:
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors recommend the appointment of KPMG Peat Marwick
LLP, Independent Auditors for the Company since fiscal year 1994, to
serve in the same capacity for the fiscal year ending September 30, 1998, and
is asking the stockholders to ratify this appointment. The affirmative vote
of a majority of the shares represented and voting at the Annual Meeting is
required to ratify the selection of KPMG Peat Marwick LLP. Unless otherwise
instructed, the proxy holder will vote the proxies received for the
ratification of KPMG Peat Marwick LLP as the independent auditors for fiscal
1998.
In the event the stockholders fail to ratify the appointment, the Board
of Directors will reconsider its selection. Even if the selection is
ratified, the Board of Directors in its discretion may direct the appointment
of a different independent auditing firm at any time during the year if the
Board of Directors believes that such a change would be in the best interests
of the Company and its stockholders.
A representative of KPMG Peat Marwick LLP is expected to be present at
the Annual Meeting, will have the opportunity to make a statement if he or
she desires to do so, and will be available to respond to appropriate
questions.
Recommendation of the Board of Directors Concerning the Election of
Independent Public Accountants
The Board recommends a vote FOR ratification of the appointment of KPMG
Peat Marwick LLP as the Company's independent auditor for the current fiscal
year.
EXPENSES OF SOLICITATION
All expenses incurred in connection with the solicitation of proxies
will be borne by the Company. The Company will request brokerage houses,
custodians, fiduciaries and nominees to forward proxy materials to their
principals and will reimburse them for their reasonable expenses in doing so.
Solicitation may also be undertaken by mail, telephone and personal contact
by directors, officers and employees of the Company without additional
compensation.
The Bank of New York, the Company's transfer agent and registrar, will
receive and tabulate proxies.
STOCKHOLDERS' PROPOSALS
Proposals of stockholders intended to be presented at the 1999 Annual
Meeting of Stockholders must be received by the Company on or before Monday,
January 25, 1999, to be eligible for inclusion in the Company's proxy
statement and proxy relating to that meeting. Proposals should be addressed
to Derek Heins, Secretary, Rofin-Sinar Technologies Inc., 45701
Mast Street, Plymouth, Michigan 48170.
Under the Company's Certificate of Incorporation and By-Laws,
stockholders desiring to nominate persons for election as directors or bring
other business before the annual meeting must deliver or mail a notice to the
Secretary that must be received at the principal executive offices of the
Company not less than 60 days nor more than 90 days prior to the anniversary
date of the immediately preceding annual meeting of stockholders; provided,
however, that in the event that the annual meeting is called for a date that
is not within 30 days before or after such anniversary date, notice by the
stockholder in order to be timely must be so received not later than the
close of business on the tenth day following the day on which such notice of
the date of the annual meeting is mailed or such public disclosure of the
date of the annual meeting is made, whichever first occurs. Stockholders'
notices must contain the specific information set forth in the Certificate of
Incorporation and the By-Laws. Stockholders will be furnished a copy of the
Company's Certificate of Incorporation and By-Laws without charge upon
written request to the Secretary of the Company.
18
<PAGE>
OTHER INFORMATION
The Company knows of no other matters which will be presented for
consideration at the Annual Meeting. If any other matters or proposals
properly come before the meeting, including voting for the election of any
person as a Director in place of a nominee named herein who becomes unable to
serve or for good cause will not serve, and voting on proposals omitted from
the proxy statement pursuant to the rules of the Securities and Exchange
Commission, it is intended that proxies received will be voted in accordance
with the discretion of the proxy holders.
The Annual Report to Stockholders of the Company for the fiscal year
ended September 30, 1997, which includes financial statements, is enclosed.
The Annual Report does not form any part of the material for the solicitation
of proxies.
Any stockholder who desires a copy of the Company's 1997 Annual Report
on Form 10-K filed with the Securities and Exchange Commission may obtain a
copy (excluding exhibits) without charge by addressing a written request to
the Secretary, Rofin-Sinar Technologies Inc., 45701 Mast Street,
Plymouth, Michigan 48170.
By Order of the Board of Directors
/s/ Peter Wirth
------------------------
Peter Wirth
Chairman of the Board,
President and
Chief Executive Officer
Plymouth, Michigan
January 28, 1998
19
<PAGE>
ROFIN-SINAR TECHNOLOGIES INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Peter Wirth, Gunther Braun and Derek
Heins as Proxies, each with the power to appoint his substitute, and hereby
authorizes each of them to represent and to vote, as designated below, all
the Common Shares of Rofin-Sinar Technologies Inc. which the undersigned is
entitled to vote at the Annual Meeting to be held on March 25, 1998 or any
adjournment thereof.
This proxy will be voted as directed. If no direction is indicated, this
proxy will be voted FOR proposals 1 and 2.
1. Election of Directors: For Election to Term Expiring in 2001: Hinrich
Martinen and Gary Willis
/ / For / / Withheld / / Exceptions *
* Exceptions _______________________
To vote your shares for all Director nominees, mark the "For" box on
item 1. To withhold voting for all nominees, mark the "Withheld" box.
if you do not wish your shares voted "For" a particular nominee, mark the
"Exceptions" box and enter the name(s) of the exception(s) in the space
provided.
2. Proposal to ratify the appointment of KPMG Peat Marwick LLP as the
Company's independent accountants for the fiscal year ending September
30, 1998.
/ / For / / Against / / Abstain
3. In their discretion, the Proxies are authorized to vote upon such other
further business, if any, as lawfully may be brought before the meeting.
