SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. _____)
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 ss.240.14a-11(c) or ss.240.14a-12
NOBLE INTERNATIONAL, LTD.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------
4) Dated Filed:
------------------------------------------------------------------
<PAGE>
NOBLE INTERNATIONAL, LTD.
33 BLOOMFIELD HILLS PARKWAY, SUITE 155
BLOOMFIELD HILLS, MICHIGAN 48304
----------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 5, 2000
10:00 A.M.
----------------------------
Notice is hereby given that the Annual Meeting of Stockholders of Noble
International, Ltd. will be held at the Birmingham Country Club, 1750 Saxon
Drive, Birmingham, MI 48009, on Friday, May 5, 2000, at 10:00 a.m. to consider
and vote upon:
1. The election of three (3) Class I directors to serve for a three year
term expiring at the Annual Meeting of holders to be held in 2003 or
until their successors have been duly elected and qualified;
2. Ratification of Grant Thornton LLP as independent public accountants of
the Company; and
3. The transaction of such other business as may properly come before the
Annual Meeting.
The Board of Directors has fixed the close of business on March 8, 2000 as
the record date for determination of stockholders entitled to notice of, and to
vote, at the Annual Meeting. TO ASSURE THAT YOUR SHARES WILL BE REPRESENTED AT
THE ANNUAL MEETING, PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING
PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME
BEFORE IT IS VOTED.
Stockholders are cordially invited to attend the meeting in person. Please
indicate on the enclosed proxy whether you plan to attend the meeting.
Stockholders may vote in person if they attend the meeting even though they have
executed and returned a proxy.
By Order of the Board of Directors,
/s/ Michael C. Azar
-----------------------------------
Michael C. Azar
Secretary
Dated: April 13, 2000
<PAGE>
NOBLE INTERNATIONAL, LTD.
------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
------------------------
INTRODUCTION
This Proxy Statement is furnished by the Board of Directors of Noble
International, Ltd., a Delaware corporation, (the 'Company') in connection with
the solicitation of proxies for use at the Annual Meeting of Stockholders to be
held on May 5, 2000 and at any adjournments thereof. The Annual Meeting has been
called to consider and vote upon (1) the election of three Class I Directors,
(2) the ratification of Grant Thornton LLP as the Company's independent public
accountants, and (3) such other business as may properly come before the Annual
Meeting. This Proxy Statement and the accompanying Proxy are being sent to
stockholders on or about April 13, 2000.
PERSONS MAKING THE SOLICITATION
The Proxy is solicited on behalf of the Board of Directors of the Company.
The original solicitation will be by mail. Following the original solicitation,
the Board of Directors expects that certain individual stockholders will be
further solicited through telephone or other oral communications from the Board
of Directors. The Board of Directors does not intend to use specially engaged
employees or paid solicitors. The Board of Directors intends to solicit proxies
for shares which are held of record by brokers, dealers, banks or voting
trustees, or their nominees, and may pay the reasonable expenses of such record
holders for completing the mailing of solicitation materials to persons for whom
they hold shares. All solicitation expenses will be borne by the Company.
TERMS OF THE PROXY
The enclosed Proxy indicates the matters to be acted upon at the Annual
Meeting and provides boxes to be marked to indicate the manner in which the
stockholder's shares are to be voted with respect to such matters. By
appropriately marking the boxes, a stockholder may specify whether the proxy
shall vote for or against or shall be without authority to vote the shares
represented by the Proxy. The Proxy also confers upon the proxy holder
discretionary voting authority with respect to such other business as may
properly come before the Annual Meeting.
If the Proxy is executed properly and is received by the proxy holder prior
to the Annual Meeting, the shares represented by the Proxy will be voted. Where
a stockholder specifies a choice with respect to the matter to be acted upon,
the shares will be voted in accordance with such specification. Any Proxy which
is executed in such a manner as not to withhold authority to vote for the
election of the specified nominees as Directors (see 'Matters To Be Acted
Upon--Item 1: Election of Directors') shall be deemed to confer such authority.
A Proxy may be revoked at any time prior to its exercise by giving written
notice of the revocation thereof to Michael C. Azar, Secretary, Noble
International, Ltd., 33 Bloomfield Hills Parkway, Suite 155, Bloomfield Hills,
Michigan 48304, by attending the meeting and electing to vote in person, or by a
duly executed Proxy bearing a later date.
VOTING RIGHTS AND REQUIREMENTS
VOTING SECURITIES
The securities entitled to vote at the Annual Meeting consist of all of the
issued and outstanding shares of the Company's common stock, $.001 par value per
share ('Common Stock'). The close of business on March 8, 2000 has been fixed by
the Board of Directors of the Company as the record date. Only
1
<PAGE>
stockholders of record as of the record date may vote at the Annual Meeting. As
of the record date, there were 7,219,698 issued and outstanding shares of the
Company's Common Stock entitled to vote at the Annual Meeting and approximately
55 holders of record and approximately 1,900 beneficial owners of the Company's
Common Stock.
QUORUM
The presence at the Annual Meeting of the holders of a number of shares of
the Company's Common Stock and Proxies representing the right to vote shares of
the Company's Common Stock in excess of one-half of the number of shares of the
Company's Common Stock outstanding as of the record date will constitute a
quorum for transacting business.
COMMON STOCK OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of March 8, 2000, with
respect to the beneficial ownership of the Company's Common Stock by: (i) each
person known by the Company to own more than 5% of the Company's Common Stock;
(ii) each director and nominee for director; (iii) each officer of the Company
named in the Summary Compensation Table; and (iv) all officers and directors of
the Company as a group. Except as otherwise indicated, each stockholder listed
below has sole voting and investment power with respect to the shares
beneficially owned by such person.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF
OF BENEFICIAL OWNER(1) BENEFICIALLY OWNED CLASS
- ------------------------------------------------------------------------------- ------------------ ----------
<S> <C> <C>
Robert J. Skandalaris(2)....................................................... 3,068,956 42.51%
Richard V. Balgenorth.......................................................... 87,554 1.21%
Michael C. Azar................................................................ 41,156 0.57%
Richard K. Mastain(3).......................................................... 5,000 0.07%
Lloyd P. Jones III............................................................. 42,000 0.58%
Anthony R. Tersigni(4)......................................................... 10,000 0.14%
Mark T. Behrman(5)............................................................. 9,954 0.14%
Daniel J. McEnroe(4)........................................................... 10,000 0.14%
Michael R. Hottinger(6)........................................................ 6,250 0.09%
Christopher L. Morin........................................................... 15,000 0.21%
Daniel W. Sampson.............................................................. 850 0.01%
Jonathan P. Rye(7)............................................................. 5,000 0.07%
All Directors and Officers as a group (12 persons)............................. 3,301,720 45.73%
</TABLE>
- ------------------
(1) The address of each named person is 33 Bloomfield Hills Parkway, Suite 155,
Bloomfield Hills, Michigan 48304.
(2) Includes 150,396 shares of Common Stock held by Robert J. Skandalaris as
custodian for his three minor children; and 534,742 shares of Common Stock
over which Mr. Skandalaris exercises voting power pursuant to certain Voting
Agreements and Powers of Attorney.
(3) Includes options to purchase 5,000 shares of Common Stock at $13.55 per
share expiring in 2004.
(4) Includes options to purchase 5,000 shares of Common Stock at $6.23 per share
expiring in 2003, and 5,000 shares of Common at $13.55 per share expiring in
2004.
(5) Includes options to purchase 1,250 shares of Common Stock at $10.98 per
share expiring in 2004, and 5,000 shares of Common Stock at $13.55 per share
expiring in 2004.
(6) Includes options to purchase 1,250 shares of Common Stock at $6.16 per share
expiring in 2003, and 5,000 shares of Common Stock at $13.55 per share
expiring in 2004.
(7) Includes options to purchase 5,000 shares of Common Stock at $13.55 per
share expiring in 2004.
2
<PAGE>
MATTERS TO BE ACTED UPON
ITEM 1: ELECTION OF DIRECTORS
The nominees for the Board of Directors are set forth below. The Company
has a classified Board of Directors that is divided into three (3) classes with
three year terms of office ending in different years. The term of the Class I
Directors expires this year. The Company's Bylaws give the Board the power to
set the number of directors at no less than seven nor more than twelve. The size
of the Company's Board is currently set at nine. Three Class I Directors are to
be elected at the Annual Meeting to be held on May 5, 2000.
Three (3) persons have been nominated by the Board of Directors to serve as
the Class I Directors until the 2003 Annual Meeting of Stockholders. The Board
of Directors recommends that the three (3) nominees, Daniel W. Sampson, Jonathan
P. Rye and Richard K. Mastain, be elected to serve as the Class I Directors
until the 2003 Annual Meeting of Stockholders.
The Board knows of no reason why any nominee for director would be unable
to serve as a director. In the event that any of them should become unavailable
prior to the Annual Meeting, the Proxy will be voted for a substitute nominee or
nominees designated by the Board of Directors, or the number of directors may be
reduced accordingly.
3
<PAGE>
NOMINEES FOR DIRECTORS
CLASS I NOMINEES TO SERVE UNTIL THE 2003 ANNUAL MEETING
The following table sets forth the name and age of each nominee for
director, the year he was first elected a director and his position(s) with the
Company.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE POSITIONS HELD
- ----------------------------------------------- --- -------- -----------------------------------------------
<S> <C> <C> <C>
Daniel W. Sampson.............................. 49 1999 Chief Financial Officer and Director
Jonathan P. Rye................................ 44 1999 Director
Richard K. Mastain............................. 48 1999 Director
</TABLE>
DANIEL W. SAMPSON is a nominee for Director of the Company. Mr. Sampson
joined the Company in October 1998 as its Chief Financial Officer and became a
Director in January 1999. Prior to joining the Company, Mr. Sampson was Chief
Financial Officer and group controller of BBA Nonwovens, a large manufacturer of
nonwovens with operations in the United States, Europe and South America. Mr.
Sampson was Vice President-Finance and group controller for Fasco Motors Group,
a large electric motor and blower manufacturing group with operations in the
United States, Canada, Mexico, Australia and Europe from 1992 to 1996. Mr.
Sampson began his career as a Certified Public Accountant with the national
accounting firm of PricewaterhouseCoopers LLP.
JONATHAN P. RYE is a nominee for Director of the Company. Mr. Rye is the
Managing Partner of Greenfield Partners, a private investment capital firm
specializing in the acquisition of Michigan based manufacturing and service
companies with revenues between $2.5 million and $25 million. Mr. Rye also
serves as Chairman of Greenfield Commercial Credit, a commercial financing
company established in 1995 to meet the financing needs of Midwest businesses.
Prior thereto, Mr. Rye served as CEO of Lamb Technicon, a leading supplier of
large automated manufacturing systems with annual sales of $400 million, until
its sale to Litton Industries in 1987.
RICHARD K. MASTAIN is a nominee for Director of the Company. From 1996 to
2000, Mr. Mastain served as Managing Partner of Twenty First Century Advisors, a
portfolio manager of both a domestic fund and an offshore fund. Mr. Mastain also
currently serves as a partner of Delta Capital Management, a New York based
investment advisor. From January 1993 until July 1997, Mr. Mastain served as
Managing Director of Dreman Value Advisors. Prior thereto, Mr. Mastain served a
Co-National Manager for Prudential Asset Management Company, a subsidiary of the
Prudential Insurance Company, which manages over $100 billion in pension assets.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
The following individuals are directors of the Company who will continue to
serve as a director:
CLASS II DIRECTORS TO SERVE UNTIL THE 2001 ANNUAL MEETING
MICHAEL R. HOTTINGER, AGE 49, joined the Company's Board of Directors in
December 1998. Prior to its recent sale in 1999, Mr. Hottinger was the President
and CEO of ACD Tridon, Inc., a supplier of windshield wiper systems,
electronics, and engineered fasteners to the worldwide automotive industry. Mr.
Hottinger has also served in various management positions at General Motors and
Magna International.
LLOYD P. JONES, III, AGE 50, joined the Company in February 1998 as its
President and Chief Operating Officer. Mr. Jones became a member of the Board of
Directors in February 1998. Prior to joining the Company, Mr. Jones served as
Executive Vice President of A.G. Simpson, a Tier I automotive supplier. From
1993 to 1996, Mr. Jones served as Vice President of Sales for Masco Tech
Stamping Technologies, Inc., a Tier I automotive supplier of a broad range of
products. Mr. Jones also served as Executive Vice President of Sales and
Marketing of Magna International, Inc., a multi-billion dollar Tier I supplier
of a diverse line of automotive parts.
4
<PAGE>
DANIEL J. MCENROE, AGE 37, joined the Company's Board of Directors in
November 1997. Since 1995, Mr. McEnroe has been the Treasurer of Detroit Diesel
Corporation. Mr. McEnroe also serves as a member of the board of directors and
as a representative on the credit committee of Detroit Diesel Capital
Corporation. Prior to joining Detroit Diesel Corporation, Mr. McEnroe served as
Assistant Treasurer of Penske Corporation, a privately held holding company
whose operating entities include Detroit Diesel Corporation. Mr. McEnroe has
been a Certified Public Accountant since 1985 and a Chartered Financial Analyst
since 1991.
CLASS III DIRECTORS TO SERVE UNTIL THE 2002 ANNUAL MEETING
ROBERT J. SKANDALARIS, AGE 47, the Company's founder, currently serves as
Chairman of the Board, Chief Executive Officer and Director. Prior to founding
the Company in 1993, Mr. Skandalaris was Vice Chairman and a shareholder of The
Oxford Investment Group, Inc., a Michigan-based merchant banking firm and served
as Chairman and Chief Executive Officer of Acorn Asset Management, a privately
held investment advisory firm. Mr. Skandalaris began his career as a Certified
Public Accountant with the national accounting firm of Touche Ross & Co.
ANTHONY R. TERSIGNI, ED.D, AGE 50, joined the Company's Board of Directors
in November 1997. Dr. Tersigni is the President and Chief Executive Officer of
St. John Health System, an integrated health delivery system headquartered in
Detroit, Michigan. Prior to joining St. John Health System in 1995, Dr. Tersigni
was President and Chief Executive Officer of Oakland General Health Systems,
Inc., in Madison Heights, Michigan. Dr. Tersigni holds a doctorate in
Organizational Development.
MARK T. BEHRMAN, AGE 37, joined the Company's Board of Directors in January
1999. Mr. Behrman is the Managing Director of Corporate Finance and Global
Investment Banking of BlueStone Capital Partners, L.P., an investment and
merchant banking firm. Prior to joining BlueStone Capital, Mr. Behrman served as
Managing Director and Head of Corporate Finance for Commonwealth Associates.
Previously, he was the Chief Financial Officer of Fundamental Brokers, Inc. He
was also employed by Drexel Burnham Lambert, Inc. in various financial
capacities, and began his financial career at Paine Webber, Inc.
The executive officer of the Company who is not also a director is as
follows:
MICHAEL C. AZAR, AGE 36, GENERAL COUNSEL, VICE PRESIDENT AND SECRETARY,
joined the Company in November 1996. Mr. Azar also served as a member of the
Company's Board of Directors from December 1996 until November 1997. Prior to
joining the Company, Mr. Azar was employed as General Counsel to River Capital,
Inc., an investment banking firm, from January through November 1996. From 1988
to 1995, Mr. Azar practiced law with the firm of Mason, Steinhardt, Jacobs and
Perlman in Southfield, Michigan.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
During the fiscal year ended December 31, 1999, there were six meetings of
the Board of Directors. Robert J. Skandalaris, Lloyd P. Jones, III, Anthony R.
Tersigni and Michael R. Hottinger served on the Nominating Committee. Daniel J.
McEnroe, Jonathan P. Rye and Mark T. Behrman, all of whom are independent
directors, served on the Company's Audit Committee. Richard K. Mastain, Daniel
J. McEnroe and Anthony R. Tersigni all of whom are independent directors, served
on the Company's Compensation Committee. One meeting of each of the committees
was held during the fiscal year ended December 31, 1999.
5
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
EXECUTIVE COMPENSATION
The following table sets forth the total compensation earned by the Chief
Executive Officer and all other executive officers who earned in excess of
$100,000 per annum during any of the Company's last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------
ANNUAL COMPENSATION(1) SECURITIES
--------------------------- UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS/SARS(#)
- ----------------------------------------------------- ---- --------- -------- ----------------------
<S> <C> <C> <C> <C>
Robert J. Skandalaris, 1999 $ 240,000 $122,771 50,000
Chief Executive Officer............................ 1998 $ 225,000
1997 $ 174,230
Lloyd P. Jones, III, President 1999 $ 240,000 $101,450 25,000
and Chief Operating Officer(3)..................... 1998 $ 181,875 100,000
Christopher L. Morin, 1999 $ 179,392 $180,000 10,000
Chief Operating Officer(4)......................... 1998 $ 175,000 $ 30,000 50,000
Daniel W. Sampson,
Chief Financial Officer(5)......................... 1999 $ 145,000 $ 50,725 45,000
Michael C. Azar, 1999 $ 145,000 $ 50,725 20,000
General Counsel.................................... 1998 $ 115,000 $ 13,500 10,000
</TABLE>
- ------------------
(1) Does not include any value that might be attributable to job-related
personal benefits, the annual value of which has not exceeded the lesser of
10% of annual salary plus bonus or $50,000 for each executive officer.
(2) Mr. Skandalaris agreed to forego any bonus for the year ended December 31,
1997. See 'Employment Agreement.'
(3) Mr. Jones joined the Company in February 1998 as its President and also
became Chief Operating Officer in August 1998.
(4) Mr. Morin served as Chief Operating Officer of Noble from June 1997 until
August 1998 when he moved to the Company's subsidiary, Noble Technologies,
Inc. ('NTI') where he currently serves as Chief Executive Officer. Since
August 1999 he has also served as the Chief Executive Officer of NTI's
subsidiary Noble Metal Processing, Inc.
(5) Mr. Sampson joined the Company in October 1998 as its Chief Financial
Officer.
6
<PAGE>
OPTION/SAR GRANTS IN 1999
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
- ----------------------------------------------------------------------------------------------- POTENTIAL REALIZABLE VALUE AT
NUMBER OF % OF TOTAL ASSUMED ANNUAL RATES OF STOCK
SECURITIES OPTIONS/SARS EXERCISE MARKET PRICE APPRECIATION FOR OPTION
UNDERLYING GRANTED TO OR BASE PRICE TERM
OPTIONS/SARS EMPLOYEES IN PRICE ON DATE EXPIRATION -----------------------------
NAME GRANTED(#) FISCAL YEAR ($/SH) OF GRANT DATE 0%($) 5%($) 10%($)
- ---------------------------- ------------ ------------ ----------- -------- ---------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert J. Skandalaris....... 50,000 23.3% $ 12.63 $14.37 11/12/04 $87,000 $288,500 $525,500
Lloyd P. Jones, III......... 25,000 11.6% $ 12.63 $14.37 11/12/04 $43,500 $142,750 $262,750
Daniel W. Sampson........... 25,000 11.6% $ 7.86 $ 9.25 01/04/04 $34,750 $ 98,750 $176,000
20,000 9.3% $ 12.63 $14.37 11/12/04 $34,800 $114,200 $210,200
Michael C. Azar............. 5,000 2.3% $ 7.86 $ 9.25 01/04/04 $ 6,950 $ 19,750 $ 35,200
15,000 7.0% $ 12.63 $14.37 11/12/04 $26,100 $ 85,650 $157,650
Christopher L. Morin........ 10,000 4.7% $ 12.63 $14.37 11/12/04 $17,400 $ 57,100 $105,100
</TABLE>
- ------------------
(1) All options granted in 1999 vest in accordance with the Company's standard
vesting schedule, which provides for vesting of 40% of the options granted
after two years, an additional 30% after three years and the remaining 30%
after four years.
1997 STOCK OPTION PLAN
In November 1997, the Board of Directors of the Company adopted, and in
April 1998, the Company's stockholders approved, the Noble International, Ltd.
1997 Stock Option Plan (the '1997 Plan'). The 1997 Plan provides for the grant
to employees, officers, directors, consultants and independent contractors of
non-qualified stock options as well as for the grant of stock options to
employees that qualify as incentive stock options under Section 422 of the
Internal Revenue Code of 1986 ('Code'). Although the Company has approximately
1,200 employees technically eligible to participate in the 1997 Plan, it is
anticipated the stock options will be granted only to a limited number of
management level personnel. The 1997 Plan terminates on November 24, 2007. The
purpose of the 1997 Plan is to enable the Company to attract and retain
qualified persons as employees, officers and directors and others whose services
are required by the Company, and to motivate such persons by providing them with
an equity participation in the Company. The 1997 Plan reserved 700,000 shares of
the Company's common stock for issuance, subject to adjustment upon occurrence
of certain events affecting the capitalization of the Company.
The 1997 Plan is administered by the Compensation Committee of the Board of
Directors (the 'Committee'), which has, subject to specified limitations, the
full authority to grant options and establish the terms and conditions for
vesting and exercise thereof. The exercise price of incentive stock options
granted under the 1997 Plan is required to be no less than the fair market value
of the common stock on the date of grant (110% in the case of a greater than 10%
stockholder). The exercise price of non-qualified stock options is required to
be no less than 85% of the fair market value of the common stock on the date of
grant. Options may be granted for terms of up to 10 years (5 years in the case
of incentive stock options granted to greater than 10% stockholders). No
optionee may be granted incentive stock options such that the fair market value
of the options which first become exercisable in any one calendar year exceeds
$100,000. If an optionee ceases to be employed by, or ceases to have a
relationship with the Company, such optionee's options expire six months after
termination of the employment or consulting relationship by reason of death, one
year after termination by reason of permanent disability, immediately upon
termination for cause and three months after termination for any other reason.
In order to exercise an option granted under the 1997 Plan, the optionee
must pay the full exercise price of the shares being purchased. Payment may be
made either: (i) in cash; (ii) at the discretion of the Committee, by delivering
shares of common stock already owned by the optionee that have a fair market
value equal to the applicable exercise price; or (iii) in the form of such other
consideration as may be determined by the Committee and permitted by applicable
law.
Subject to the foregoing, the Committee has broad discretion to describe
the terms and conditions applicable to options granted under the 1997 Plan. The
Committee may at any time discontinue granting options under the 1997 Plan or
otherwise suspend, amend or terminate the 1997 Plan and may, with the
7
<PAGE>
consent of an optionee, make such modification of the terms and conditions of
such optionee's option as the Committee shall deem advisable. However, the
Committee has no authority to make any amendment or modifications to the 1997
Plan or any outstanding option which would: (i) increase the maximum number of
shares which may be purchased pursuant to options granted under the 1997 Plan,
either in the aggregate or by an optionee, except in connection with certain
antidilution adjustments; (ii) change the designation of the class of employees
eligible to receive qualified options; (iii) extend the term of the 1997 Plan or
the maximum option period thereunder; (iv) decrease the minimum qualified option
price or permit reductions of the price at which shares may be purchased for
qualified options granted under the 1997 Plan, except in connection with certain
antidilution adjustments; or (v) cause qualified stock options issued under the
1997 Plan to fail to meet the requirements of incentive stock options under
Section 422 of the Code. Any such amendment or modification shall be effective
immediately, subject to stockholder approval thereof within 12 months before or
after the effective date. No option may be granted during any suspension or
after termination of the 1997 Plan.
The 1997 Plan is designed to meet the requirements of an incentive stock
option plan as defined in Code Section 422. As a result, an optionee will
realize no taxable income, for federal income tax purposes, upon either the
grant of an incentive stock option under the 1997 Plan or its exercise, except
that the difference between the fair market value of the stock on the date of
exercise and the exercise price is included as income for purposes of
calculating Alternative Minimum Tax. If no disposition of the shares acquired
upon exercise is made by the optionee within two years from the date of grant or
within one year from the date the shares are transferred to the optionee, any
gain realized upon the subsequent sale of the shares will be taxable as a
capital gain. In such case, the Company will be entitled to no deduction for
federal income tax purposes in connection with either the grant or the exercise
of the option. If, however, the optionee disposes of the shares within either of
the periods mentioned above, the optionee will realize earned income in an
amount equal to the excess of the fair market value of the shares on the date of
exercise (or the amount realized on disposition if less) over the exercise
price, and the Company will be allowed a deduction for a corresponding amount.
DIRECTOR COMPENSATION
Directors who are employees of the Company receive no compensation, as
such, for their service as members of the Board. Directors who are not employees
of the Company receive an attendance fee of $1,000 for each Board meeting or
committee meeting attended in person by that director and $250 for each
telephonic Board meeting or committee meeting in which such director
participated; however, fees for in-person meetings of the Board and committees
may not exceed $1,000 per day. All directors are reimbursed for expenses
incurred in connection with attendance at meetings. In addition, directors are
eligible to participate in the Company's 1997 Stock Option Plan.
EMPLOYMENT AGREEMENT
The Company entered into an employment agreement with Robert J.
Skandalaris, its Chief Executive Officer, on April 2, 1997 (the 'Employment
Agreement'). The Employment Agreement provides for an initial term of three
years, with an unlimited number of successive three-year renewals subject to the
election by either party not to renew the Employment Agreement. The Employment
Agreement provides for a base salary of $225,000, per annum commencing May 1,
1997 and continuing for the remainder of the term of employment subject to
adjustment by the Board of Directors.(1) Mr. Skandalaris is also entitled to an
incentive bonus for each fiscal year in an amount to be determined by the
Compensation Committee of the Board (other than for 1997, for which year Mr.
Skandalaris agreed to forego any bonus) as well as to participate in any
executive bonus or other incentive compensation program adopted by the Company.
In the event Mr. Skandalaris' employment is terminated by the Company, without
cause, or by reason of his death or disability, or in the event the Employment
Agreement is not renewed, the Company is obligated to pay to Mr. Skandalaris, as
severance and/or liquidated damages, an amount equal to three times his
- ------------------
(1) Pursuant to an adjustment approved by the Board of Directors, Mr.
Skandalaris' base salary was increased to $240,000 in 1999.
8
<PAGE>
annual base salary at the time of termination plus any incentive bonus due under
the Employment Agreement. Prior to April 1, 1997, the Company did not have an
employment agreement with Mr. Skandalaris.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers, directors and persons who beneficially own more than 10%
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 10%
beneficial owners 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 furnished to the
Company, or written representations that no Form 5 filings were required, the
Company believes that during the period from January 1, 1999 through December
31, 1999, all Section 16(a) filing requirements applicable to its officers,
directors and greater than 10% beneficial owners were complied with.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other Matters
Certain stockholders of the Company have entered into voting agreements and
powers of attorney with the Company granting to Robert J. Skandalaris an
irrevocable proxy to vote their shares of Common on all matters. These voting
agreements also bind after-acquired shares and shares transferred to third
parties. An aggregate of 534,742 shares, representing 7.5% of the outstanding
shares, are subject to such voting agreements. These shares are owned by James
D. Skandalaris, Richard G. Skandalaris, George J. Skandalaris, Joseph J.
Skandalaris and Robert J. Skandalaris as trustee for his minor children.
On January 15, 1996, the Company received a loan of $300,000 from James D.
Skandalaris, the father of Robert J. Skandalaris, evidenced by an unsecured
promissory note with interest at 10% per annum, payable monthly, with the
principal balance due upon demand. In addition, on March 1, 1994, James D.
Skandalaris made a loan of $90,000 to Noble Component Technologies, Inc.
('NCT'), a former wholly-owned subsidiary of the Company, evidenced by an
unsecured demand note with interest only payments due monthly at a rate of 10%
per annum. Effective June 30, 1997, James D. Skandalaris entered into a letter
agreement with the Company and NCT providing that no demand for repayment of the
principal balance of either the January 15, 1996 or March 1, 1994 notes would be
made until after December 30, 1998. The January 15, 1996 and March 1, 1994 notes
were paid in February 1999.
On December 17, 1998, the Company received a loan of $6,000,000 from Robert
J. Skandalaris, the Company's Chief Executive Officer. The loan was evidenced by
a unsecured term note due December 31, 2000 with interest at the annual rate of
12%. Interest was payable monthly and principal payments of $250,000 thousand
were payable quarterly with the balance due December 31, 2000. Amounts
outstanding were subordinated to the Credit Facility, Debentures and Junior
Notes discussed in Note E to the consolidated financial statements of the
Company included in the Company's Annual Report. In connection with the
$6,000,000 loan, the Company agreed to register for resale under the Securities
Act of 1933 an aggregate of 2,313,018 shares of Common Stock held by Mr.
Skandalaris. The Company repaid the loan to Mr. Skandalaris in March 2000.
9
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee report shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
COMPENSATION PHILOSOPHY
The Compensation Committee, is responsible for developing and recommending
the Company's executive compensation policies to the Board of Directors. The
executive compensation philosophy of the Company is to (i) attract and retain
qualified management to run the business efficiently and guide the Company's
growth in both existing and new markets, (ii) establish a link between
management compensation and the achievement of the Company's annual and
long-term performance goals, (iii) recognize and reward individual initiative
and achievement, and (iv) competitive compensation practices.
BASE SALARIES
Base salaries for management employees are based primarily on the
responsibilities of the position and the experience of the individual, with
reference to the competitive marketplace for management talent, measured in
terms of executive compensation offered by comparable companies in related
businesses. Increases in base salaries are based upon the performance of the
executive officers as compared to pre-established goals.
CASH BONUSES
Cash bonuses are awarded to executive officers approved by the Compensation
Committee. Bonus amounts were based upon performance of the Company during 1999
as compared to specific performance goals established and approved by the
Compensation Committee at the beginning of 1999.
OPTIONS
The Company grants options under the 1997 Plan as part of its strategy to
attract and retain qualified persons as executive officers and to motivate such
persons by providing them with an equity participation in the Company. During
1999, options to purchase an aggregate of 181,250 shares were granted to
executives of the Company and its subsidiaries.
CEO COMPENSATION
At their meeting in November 1998 the Board of Directors, upon
recommendation from the Compensation Committee, approved a change in Mr.
Skandalaris' base salary for fiscal 1999 effective January 1, 1999. The
Compensation Committee undertook a survey of senior executive salaries within
the industry, including companies which were similar to the Company in terms of
assets, sales, revenue and earnings, including those companies within the
Auto-Parts Index. As a result of the review, as well as a comparison of
competitive compensation practices, the Committee authorized a increase of
$15,000 for Mr. Skandalaris, raising his annual base salary to $240,000.
Sincerely,
Richard K. Mastain
Daniel J. McEnroe
Anthony R. Tersigni
COMPENSATION COMMITTEE
10
<PAGE>
PERFORMANCE GRAPH
The following graph demonstrates the cumulative total return, on an indexed
basis, to the holders of the Company's Common Stock in comparison with the
Russell 2000 Index and an Auto-Parts Index published by Dow-Jones. The
Auto-Parts Index closely approximates the Company's current and anticipated
future peer group.
The graph assumes $10,000 invested on November 18, 1997 (the date the
Common Stock commenced publicly trading) in the Common Stock, in the Russell
2000 Index and the Auto-Parts Index. The historical performance shown on the
graph is not necessarily indicative of future price performance.
[PERFORMANCE GRAPH OMITTED]
<TABLE>
<CAPTION>
NOVEMBER 18, 1997 DECEMBER 31, 1997 DECEMBER 31, 1998 DECEMBER 31, 1999
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
The Company 10,000 9,930 10,138 15,972
Russell 2000 Index 10,000 10,165 9,814 11,740
Auto-Parts Index 10,000 10,267 9,973 10,035
</TABLE>
11
<PAGE>
ITEM 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon recommendation of the Audit Committee, has
appointed Grant Thornton LLP as independent public accountants, to audit the
consolidated financial statements of the Company for the year ending December
31, 2000 and to perform other appropriate services as directed by the Company's
management and Board of Directors.
A proposal will be presented at the meeting to ratify the appointment of
Grant Thornton LLP as the Company's independent public accountants. It is
expected that a representative of Grant Thornton LLP will be present at the
Annual Meeting to respond to appropriate questions or to make a statement if he
or she so desires. If the stockholders do not ratify this appointment by the
affirmative vote of a majority of the shares represented in person or by proxy
at the meeting, other independent public accountants will be considered by the
Board of Directors upon recommendation of the Audit Committee.
VOTE REQUIRED
The ratification of Grant Thornton LLP as the Company's independent public
accountants will require the affirmative vote of the holders of at least a
majority of the outstanding shares of the Company's Common Stock present or
represented at the meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR'
RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS.
ITEM 3: OTHER MATTERS
Except for the matters referred to in the accompanying Notice of Annual
Meeting, management does not intend to present any matter for action at the
Annual Meeting and knows of no matter to be presented at the meeting that is a
proper subject for action by the stockholders. However, if any other matters
should properly come before the meeting, it is intended that votes will be cast
pursuant to the authority granted by the enclosed Proxy in accordance with the
best judgment of the person or persons acting under the Proxy.
ANNUAL REPORT
The Annual Report to Stockholders covering the Company's fiscal year ended
December 31, 1999 is being mailed to stockholders with this Proxy Statement. The
Company's annual report on Form 10-K under the Securities Exchange Act of 1934
for the year ended December 31, 1999, including the financial statements and
schedules thereto, which the Company has filed with the Securities and Exchange
Commission will be made available to beneficial owners of the Company's
securities upon request. The annual report does not form any part of the
material for the solicitation of the Proxy.
STOCKHOLDER PROPOSALS
Stockholders who intend to have a proposal considered for inclusion in the
Company's proxy materials for presentation at the 2001 Annual Meeting of
Stockholders must submit the proposal to the Company no later than December 20,
2000. Stockholders who intend to present a proposal at the 2001 Annual Meeting
of Stockholders without inclusion of such proposal in the Company's proxy
materials are required to provide notice of such proposal to the Company no
later than February 25, 2001. The Company reserves the right to reject, rule out
of order, or take other appropriate action with respect to any proposal that
does not comply with these and other applicable requirements.
12
<PAGE>
REQUEST TO RETURN PROXIES PROMPTLY
A Proxy is enclosed for your use. Please mark, date, sign and return the
Proxy at your earliest convenience. The Proxy requires no postage if mailed in
the United States in the postage-paid envelope provided. A prompt return of your
Proxy will be appreciated.
By Order of the Board of Directors,
/s/ MICHAEL C. AZAR
Michael C. Azar
Secretary
Bloomfield Hills, Michigan
April 13, 2000
13
<PAGE>
NOBLE INTERNATIONAL, LTD. PROXY - 2000 ANNUAL MEETING
Solicited on behalf of the Board of Directors for the
Annual Meeting May 5, 2000
The undersigned, a stockholder of Noble International, Ltd., a Delaware
corporation, appoints Michael C. Azar his, her or its true and lawful agent and
proxy, with full power of substitution, to vote all the shares of Common Stock
that the undersigned would be entitled to vote if personally present at the
Annual Meeting of Stockholders of Noble International, Ltd. to be held at
Birmingham Country Club, 1750 Saxon Drive, Birmingham, MI 48009, on Friday, May
5, 2000, at 10:00 a.m., and any adjournment thereof, with respect to the
following matters which are more fully explained in the Proxy Statement of the
Company dated April 14, 2000 receipt of which is acknowledged by the
undersigned:
ITEM 1: ELECTION OF CLASS I DIRECTORS.
______ FOR all nominees ______ WITHHOLD AUTHORITY
(Except as listed below.) (As to all nominees.)
Nominees: Daniel W. Sampson, Jonathan P. Rye and Richard K. Mastain.
Instruction: To withhold authority to vote for any individual nominee(s),
write that nominee"s name in the space provided below.
---------------------------------------------------------
ITEM 2: RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
_____ FOR _____ AGAINST _____ ABSTAIN
ITEM 3: OTHER MATTERS. The Board of Directors at present knows of no other
matters to be brought before the Annual Meeting.
This proxy will be voted in accordance with the instructions given. If no
direction is made, the shares represented by this proxy will be voted FOR the
election of the directors nominated by the Board of Directors and will be voted
in accordance with the discretion of the proxy upon all other matters which may
come before the Annual Meeting.
DATED:____________________________, 2000
-----------------------------------------
Signature of Stockholder
-----------------------------------------
Signature of Stockholder
PLEASE SIGN AS YOUR NAME APPEARS ON THE PROXY
Trustees, Guardians, Personal and other Representatives,
please indicate full titles.
IMPORTANT: PLEASE VOTE, DATE, SIGN AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE
