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:
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<PAGE>
[ROFIN-SINAR TECHNOLOGIES LOGO]
PETER WIRTH
Chairman of the Board,
President and
Chief Executive Officer February 14, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders that
will be held on Wednesday, March 23, 2000, 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 2003 Annual Meeting of Stockholders and for the
ratification of KPMG 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 23, 2000, at 10:00 a.m., local time, for the following
purposes:
1. To elect two Class I directors to serve for a three-year term
until the 2003 Annual Meeting of Stockholders;
2. To appoint KPMG LLP as independent auditors for the Company for
the fiscal year ended September 30, 2000; 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 February 4, 2000 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
February 14, 2000
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 23, 2000
--------------------------------------
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 23, 2000 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 February 14, 2000.
Only holders of record of shares of Common Stock of the Company at the close
of business on February 4, 2000 (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 11,531,900 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 2003 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, the Company
intends to utilize the services of a proxy solicitor as well as the services
of officers and regular employees of the Company to 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 I directors whose terms will expire at the
Annual Meeting are Gunther Braun and Ralph Reins, both of whom have been
nominated by the Board of Directors to stand for reelection as directors to
hold office until the 2003 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 Gunther Braun and Ralph Reins, the Board's Class I
director nominees, is furnished below:
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 Optronics marking
division of Coherent General Inc. Mr. Braun holds a Business
Administration degree from the Fachhochschule in Regensburg, Germany.
Ralph E. Reins has been a member of the Company's Board of Directors
since September 1996. He is the Chairman and Chief Executive Officer
of Qualitor Inc.. Mr. Reins served as President and Chief Executive
Officer of AP Parts International, Inc. from 1995 to 1997, 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 Mr. Reins is a
director of Wierton Steel Corporation and a member of the Society of
Automotive Engineers.
The two nominees receiving the highest number of affirmative votes will be
elected as Class I 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 Gunther Braun and
Ralph Reins as Class I directors to hold office until the 2003 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 2003 ANNUAL MEETING:
Name Age Director Since
-------------------- ----- ----------------
Gunther Braun 42 1996
Ralph E. Reins (A) (B) 59 1996
DIRECTORS WHOSE TERMS EXPIRE AT THE 2002 ANNUAL MEETING:
Name Age Director Since
-------------------- ----- ----------------
Peter Wirth 53 1996
William R. Hoover (B) 70 1996
DIRECTORS WHOSE TERMS EXPIRE AT THE 2001 ANNUAL MEETING:
Name Age Director Since
-------------------- ----- ----------------
Hinrich Martinen 57 1996
Gary K. Willis (A) 54 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 53 Chairman of the Board of Directors,
Chief Executive Officer
and President
Hinrich Martinen 57 Executive Vice President,
Research and Development
Operations, Chief Technical Officer
and Director
Gunther Braun 42 Executive Vice President,
Finance and Administration,
Chief Financial Officer,
Treasurer and Director
Walter Volkmar 56 General Manager, Rofin-Sinar Laser
GmbH ("RSL") Marking Division
Curtis Nichols 51 President, Rofin-Sinar Inc. ("RSI")
William R. Hoover 70 Director
Ralph E. Reins 59 Director
Gary K. Willis 54 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 RSI. He joined RSL 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
- 4 -
<PAGE>
Directors, since September 1996. Since 1994, he has also been the Financial
Director for RSL. He joined RSL in 1989 when RSL acquired the Laser
Optronics 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 Optronics 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.
Curtis Nichols has been the President of RSI since June 1999. Mr. Nichols
served as President and CEO of Thielenhaus Microfinish Corp. from November
1988 to March 1999. Prior to this he held various positions, including
Director of Marketing, at Cincinnati Milacron for over twenty years. Mr.
Nichols holds a BS in Mechanical Engineering from the University of
Cincinnati and a Master's Degree in Business Administration from Eastern
Michigan University.
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; and Chairman
of the Board of that company from November 1972 to March 1997. He has been a
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., and Storage
Technology Corp.
Ralph E. Reins has been a member of the Company's Board of Directors since
September 1996. He is the Chairman and Chief Executive Officer of Qualitor
Inc. Mr. Reins served as President and Chief Executive Officer of AP Parts
International, Inc. from 1995 to 1997, 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 director of Wierton Steel Corporation and a member of
the Society of Automotive Engineers.
Gary K. Willis has been a member of the Company's Board of Directors since
September 1996. He is the Chairman Zygo Corporation. At Zygo Corporation
he served as President from 1992 to 1998, as Chief Executive Officer from
1992 to 1999, and as a Director since 1992. 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. Currently Mr.
Willis serves as a Director of Benthos Corporation. Mr. Willis served as a
director of Neworld Bank from 1991 through June 1994.
- 5 -
<PAGE>
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
4 or Form 5 or written representations that no Form 4's or 5's were required,
the Company believes that, with respect to the fiscal year ended September
30, 1999, its officers, directors and greater than ten percent beneficial
owners complied with all applicable Section 16(a) filing requirements.
COMMITTEES OF THE BOARD OF DIRECTORS;
MEETINGS AND COMPENSATION OF DIRECTORS
In fiscal 1999 four 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 1999 one meeting
of the Audit Committee was 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 1999 one meeting
of the Compensation Committee was held.
- 6 -
<PAGE>
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, in 1997 the
Company adopted a non-employee director stock plan (the "Directors' Plan")
which authorizes 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.
OWNERSHIP OF COMMON STOCK BY MANAGEMENT
The following table sets forth information as of January 1, 2000, 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 owns.
Number of Shares of
Common Stock
Name Beneficially Owned (1) Percentage of Class
-------------------- ------------------------ ---------------------
Peter Wirth 48,500 *
Hinrich Martinen 33,600 *
Gunther Braun 35,600 *
Walter Volkmar 39,500 *
Curtis Nichols 0 *
William R. Hoover 37,500 *
Ralph E. Reins 11,000 *
Gary K. Willis 11,000 *
----------
All directors and
executive officers
as a group (8 persons) 216,700 2%
-----------
----------------------------
* 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 of January 1, 2000 through the exercise of
stock options: Dr. Wirth, 45,200; Mr. Martinen, 31,600; Mr. Braun,
29,600; and Dr. Volkmar, 26,000.
- 7 -
<PAGE>
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
--------------------- ----------------------- -------------------
None
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.
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.
- 8 -
<PAGE>
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 1999, executive officer base salaries were
unchanged from their base salaries in fiscal year 1998. Executive officer
base salaries are reviewed on an annual basis and 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. 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. 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. Bonus opportunities
with respect to fiscal year 1999 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 net sales, order entry, operating profits and after-tax profits. The
Compensation Committee anticipates that, in the future, survey data and
comparisons to peer companies will continue to be considered in determining
performance criteria and bonus levels.
In fiscal year 1999, the Company generally did not achieve the preset
performance goals under the Annual Incentive Plan and with the exception of
Mr. Volkmar the Company's executive officers were not entitled to any
bonuses.
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.
In fiscal 1999, the Company granted 10,000 stock options to Walter Volkmar.
No other executive officer received a stock option grant.
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.
- 9 -
<PAGE>
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
384,211 (which equated to $215,788 in fiscal year 1999 based on a weighted
average currency exchange rate of US $1.00 = DM 1.7805) and the payment of an
annual incentive bonus based upon the Company's attainment of pre-determined
performance goals. Mr. Wirth's minimum salary level was determined based
upon the recommendations of the Company's independent consultants. Mr.
Wirth's salary in fiscal year 1999 was unchanged from his salary in fiscal
year 1998. The Compensation Committee determined Mr. Wirth's annual
incentive bonus for fiscal year 1999 based 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 1999, the Company
did not achieve the pre-determined performance goals and, thus, Mr. Wirth did
not receive an annual incentive bonus.
In fiscal year 1999, no stock options were granted to Mr. Wirth under the
Equity Incentive Plan.
Policy with Respect to Qualifying Compensation for Deductibility
Section 162(m) of the Internal Revenue Code generally limits to $1,000,000 the
tax deductible compensation paid for a particular year to the chief
executive officer and to each of the four highest-paid executive officers who
are employed as executive officers on the last day of such year (the "Covered
Executive Officers"). Presently, because of the application of certain
transition rules and grandfather provisions, the Company does not expect any
of the Covered Executive Officers' compensation to be subject to the
deductibility limit. While it is the Compensation Committee's intention to
maximize the deductibility of compensation paid to executive officers, the
Compensation Committee may, from time to time, reevaluate its policy with
respect to Section 162(m).
COMPENSATION COMMITTEE
William R. Hoover
Ralph E. Reins
- 10 -
<PAGE>
Executive Compensation
The following table presents information concerning compensation paid for
services to the Company during fiscal 1999, 1998 and 1997 to the Chief
Executive Officer and the four other most highly compensated executive
officers (the "Named Executive Officers") of the Company.
<TABLE>
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
------------
Securities All Other
Underlying Compens-
Name and Principal Position Year Salary($)(1) Bonus($)(5) Options(#) ation ($)
--------------------------- ------ ------------ ----------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Peter Wirth 1999 $ 215,788 -- -- --
Chairman, Chief Executive 1998 $ 215,825 -- -- --
Officer, and President 1997 $ 229,699 $ 37,162 50,000 --
Hinrich Martinen 1999 $ 186,933 -- -- --
Executive Vice President, 1998 $ 186,965 -- -- --
Research & Development, and 1997 $ 198,928 $ 28,934 5,000 --
Chief Technical Officer
Gunther Braun 1999 $ 135,238 -- -- --
Executive Vice President, 1998 $ 135 261 -- -- --
Finance and Administration 1997 $ 144,291 $ 20,763 20,000 --
and Chief Financial Officer
Walter Volkmar 1999 $ 124,407 $ 4,865 10,000 --
General Manager, 1998 $ 121,549 $ 19,464 -- --
RSL Marking Division 1997 $ 126,443 $ 31,085 20,000 --
Richard Walker 1999 $ 116,506 -- -- $23,890 (3)
General Manager, RSI 1998 $ 138,327 -- -- $ 4,747
1997 $ 133,575 $ 19,898 20,000 $ 3,141
</TABLE>
- 11 -
<PAGE>
-------------------
(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, 1997: US$1.00 : DM 1.6688; for
fiscal year ended September 30, 1998: US$1.00 : DM 1.7802; and for
fiscal year ended September 30, 1999: US$1.00 : DM 1.7805).
(2) Bonus' are reflected on the accrual method of accounting, consistent
with the presentation in audited financial statements.
(3) Pursuant to a letter agreement between the Company and Mr. Walker,
Mr. Walker's employment with the Company terminated effective July
9, 1999. Mr. Walker received $21,232 in severance payments during
fiscal 1999 as part of this agreement. In addition, $2,658 of
matching contributions were made by RSI on behalf of Mr. Walker in
accordance with the Rofin-Sinar, Inc. 401(k) Plan in which Mr.
Walker, and other RSI employees participated.
The following table presents information concerning grants of stock options
during fiscal 1999 to each of the Named Executive Officers.
INDIVIDUAL GRANTS OPTION/SAR GRANTS IN FISCAL YEAR 1999
<TABLE>
<CAPTION>
Number of % of Total Potential Realizable Value
Securities Options at Assumed Annual Rates
Underlying Granted to of Stock Price
Options Employees Exercise Appreciation for Option
Granted (#) in Fiscal Price ($ / Sh) Expiration Term (3)
Name (1) Year (2) Date 5% ($) 10% ($)
---- ------------ ---------- -------------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Peter Wirth - 0.00% - - - -
Hinrich Martinen - 0.00% - - - -
Gunther Braun - 0.00% - - - -
Walter Volkmar 10,000 27.78% $ 9.375 11/06/09 - $ 149,413
Richard Walker - 0.00% - - - -
</TABLE>
- 12 -
<PAGE>
______________
(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.
AGGREGATED OPTION EXERCISES IN FY 1999
AND FY 1999 YEAR-END OPTION VALUES
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)
---------------- ----------- ----------- ------------- -----------------
Peter Wirth - - 45,200/46,800 $0/$0
Hinrich Martinen - - 31,600/29,400 $0/$0
Gunther Braun - - 29,600/26,400 $0/$0
Walter Volkmar - - 28,000/32,000 $0/$0
Richard Walker - - 0/0 $0/$0
- -------------------
(1) Based on the closing price of Common Stock, as reported on the NASDAQ
National Market, at September 30, 1999, which was $6-3/8 per share.
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.
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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
$2,165, $2,152, $1,505 and $1,170, respectively (at the German mark/U.S.
dollar exchange rate in effect on December 31, 1999).
Rofin-Sinar Inc. Pension Plan
In 1996 RSI adopted a defined benefit plan for its employees known as the
Rofin-Sinar Inc. Pension Plan (the "RSI Plan"). Under the RSI 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 participated in the RSI
Plan during the 1999 fiscal year.
The following table shows the estimated annual pension benefits provided by
the RSI 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
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who is a participant in the RSI Plan. The amounts shown are on a
single life annuity basis and assume retirement at age 65. As of
September 30, 1998, Mr. Walker had nine years of benefit service under
the RSI Plan. Mr. Walker's covered compensation under the RSI Plan
does not differ by more than 10% from his annual compensation set forth
in the Summary Compensation Table.
EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
Employment Agreements with Named Executive Officers
In September 1996 the Company and RSL entered into employment agreements with
Messrs. Wirth, Martinen and Braun (collectively, the "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 ($206,403, $179,443 and $129,738, respectively, at an exchange
rate of DM 1.7805 per $1.00) plus a yearly discretionary bonus determined by
the Compensation Committee. Each Employment Agreement has an indefinite
term, subject to earlier termination by either the Company and RSL or the
executive upon two years' prior written notice, which notice may not be given
by either the Company and RSL or the executive prior to the second
anniversary of the Employment Agreements. In accordance with the 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 the six month non-competition period, the executive
is entitled under German law to receive half of his monthly salary.
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 date of the Company's initial public offering,
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.
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<PAGE>
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
Quarter Rofin-Sinar NASDAQ Stock S&P Technology
End 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
12/31/97 128 139 159
3/31/98 203 162 191
6/30/98 187 167 207
9/30/98 99 150 204
12/31/98 99 195 274
3/31/99 71 218 307
6/30/99 82 239 342
9/30/99 67 244 357
PROPOSAL TWO:
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors recommend the appointment of KPMG LLP, Independent
Auditors for the Company since fiscal year 1994, to serve in the same
capacity for the fiscal year ending September 30, 2000, 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 LLP. Unless otherwise instructed, the proxy
holder will vote the proxies received for the ratification of KPMG LLP as the
independent auditors for fiscal 2000.
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 LLP will not be present at the meeting; however, the
Company's Independent Auditors will be available via telephone conferencing
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 LLP
as the Company's independent auditor for the current fiscal year.
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<PAGE>
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. The Company
expects to retain assistance in proxy solicitation, the expenses for which
are not expected to exceed $15,000. 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 2001 Annual Meeting
of Stockholders must be received by the Company on or before Monday, January
22, 2001, 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.
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.
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<PAGE>
The Annual Report to Stockholders of the Company for the fiscal year ended
September 30, 1999, 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 1999 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
February 14, 2000
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<PAGE>
ROFIN-SINAR TECHNOLOGIES INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Peter Wirth 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 23, 2000 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 2003: Gunther Braun and Ralph Reins
/ / 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 LLP as the Company's
independent accountants for the fiscal year ending September 30, 2000.
/ / 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.
