<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
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 Section240.14a-11(c) or
Section240.14a-12
POWER-ONE, INC.
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/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) Date Filed:
----------------------------------------------------------
</TABLE>
<PAGE>
[LOGO]
POWER-ONE, INC.
740 CALLE PLANO
CAMARILLO, CALIFORNIA 93012
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Power-One, Inc. which will be held at the Radisson Hotel, located at 30100
Agoura Road, Agoura Hills, California on Tuesday, May 9, 2000, at 10:00 a.m.
(local time).
At the Annual Meeting, holders of common stock will elect one Class III
Director. In addition, we will ask all stockholders to ratify the appointment of
Deloitte & Touche LLP as our independent accountants for the 2000 fiscal year.
The attached Proxy Statement contains information about these matters.
Whether or not you plan to attend, please promptly execute and return your
proxy card to assure that your shares are represented at the meeting.
I hope you will be able to attend the Annual Meeting and look forward to
seeing you on May 9, 2000.
Sincerely,
[SIGNATURE]
Steven J. Goldman
CHAIRMAN OF THE BOARD AND CHIEF
EXECUTIVE OFFICER
April 7, 2000
<PAGE>
[LOGO]
740 CALLE PLANO
CAMARILLO, CALIFORNIA 93012
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 9, 2000
Power-One, Inc. will hold its Annual Meeting of Stockholders on Tuesday,
May 9, 2000 at the Radisson Hotel, 30100 Agoura Road, Agoura Hills, California
at 10:00 a.m. local time for the following purposes:
1. To elect one Class III Director for a three year term;
2. To ratify the appointment of Deloitte & Touche LLP as our independent
accountants for the 2000 fiscal year; and
3. To transact such other business as may properly come before the meeting.
Only stockholders who owned stock at the close of business on March 24, 2000
can vote at this meeting or any adjournments that may take place. Even though
you may presently plan to attend the meeting, we ask that you sign and date the
enclosed proxy card, and return it without delay in the enclosed postage-paid
envelope. If you are present at the Annual Meeting, you may, if you wish,
withdraw your proxy card and vote in person on each matter properly brought
before the Annual Meeting.
Please sign, date and mail the enclosed proxy card promptly in the enclosed
envelope so that your shares of stock may be present at the meeting.
By Order of the Board of Directors,
[SIGNATURE]
Eddie K. Schnopp
SECRETARY
April 7, 2000
<PAGE>
[LOGO]
740 CALLE PLANO
CAMARILLO, CALIFORNIA 93012
PROXY STATEMENT
GENERAL
Power-One, Inc.'s Board of Directors is soliciting the enclosed proxy for
use at its Annual Meeting of Stockholders to be held on Tuesday, May 9, 2000 at
the Radisson Hotel in Agoura Hills, California at 10:00 a.m. local time and at
any adjournment thereof.
We will vote all valid and properly executed proxies that we receive before
the Annual Meeting in accordance with the instructions specified in the proxy.
If proxies do not give any instructions, we will vote shares FOR: (1) the
election of the named nominee for director; and (2) ratification of Deloitte &
Touche LLP's appointment as independent accountants.
You may revoke your proxy at any time before it is actually voted at the
Annual Meeting by delivering a written notice of revocation to our corporate
Secretary or attending the meeting and withdrawing your proxy.
We will pay the cost of this proxy solicitation. Brokers and nominees should
forward soliciting materials to the beneficial owners of the stock that such
brokers and nominees hold of record. We will reimburse brokers and nominees for
their reasonable forwarding expenses. Our directors, officers and regular
employees, without extra compensation, may solicit proxies personally, by
telephone, by mail or by other means of communication.
This Proxy Statement, proxy card and Notice of Annual Meeting of
Stockholders are being mailed to stockholders on or about April 7, 2000.
VOTING SECURITIES
Each share of common stock has one vote on all matters submitted to our
stockholders at the Annual Meeting. Stockholders of record at the close of
business on March 24, 2000 are entitled to vote at the Annual Meeting. On March
24, 2000, our issued and outstanding voting securities consisted of 24,301,289
shares of common stock.
The presence at the Annual Meeting, in person or by proxy, of the holders of
a majority of the outstanding shares of our common stock will constitute a
quorum for the meeting. Assuming such a quorum is present, the affirmative votes
of a majority of votes cast is necessary to approve the proposals presented to
our stockholders at the Annual Meeting.
The inspector of elections that we appoint will count all votes cast in
person or by proxy at the Annual Meeting. We will treat abstentions as shares
that are present and entitled to vote to determine the presence of a quorum, but
not as votes cast to determine the approval of any matter submitted to a vote of
the stockholders.
If you hold your shares in "street name" through a broker or other nominee,
and you do not give your broker or nominee specific instructions on how to vote
your shares, your broker or nominee will be permitted to exercise voting
discretion with respect to the matters proposed to be acted upon.
<PAGE>
BOARD OF DIRECTORS
ELECTION OF DIRECTORS
The nominee proposed for election as a Class III Director is Jon E.M.
Jacoby, who is currently serving as a director. Mr. Jacoby will serve until the
annual meeting of stockholders in 2003 or until his successor is elected and
qualified.
Proxies in the enclosed form will be voted, unless authority is withheld,
for Mr. Jacoby. Mr. Jacoby has indicated his willingness to serve if elected,
but if Mr. Jacoby should become unable to serve, we will vote the proxies
solicited hereby for the election of such other person as our directors shall
select. Background information on Mr. Jacoby appears below.
NOMINEE FOR ELECTION AS CLASS III DIRECTOR
<TABLE>
<CAPTION>
FIRST YEAR
NAME OF NOMINEE AGE(1) PRINCIPAL OCCUPATION CLASS ELECTED
- --------------- -------- --------------------------------------------------- -------- ----------
<S> <C> <C> <C> <C>
Jon E.M. Jacoby 62 Director and Executive Vice President of Stephens III 1995
Group, Inc.
</TABLE>
- ------------------------
(1) As of March 31, 2000.
JON E.M. JACOBY. Mr. Jacoby is a director and an Executive Vice President
of Stephens Group, Inc. Mr. Jacoby is a Senior Executive Vice President of
Stephens Inc., an affiliate of Stephens Group, Inc., where he has been employed
since 1963. He received his B.S. degree from the University of Notre Dame and
his M.B.A. from Harvard Business School. He is a director of Delta & Pine Land
Company and Beverly Enterprises, Inc.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE CLASS III
DIRECTOR LISTED ABOVE. WE WILL VOTE PROXIES RECEIVED BY US IN FAVOR OF THE ABOVE
NOMINEE UNLESS A CONTRARY CHOICE IS INDICATED.
CLASS I AND II DIRECTORS
The following directors are currently directors of the Company, and their
terms have not expired. We expect these directors to continue to serve until
their terms expire. We will put the Class I and Class II directors up for
re-election at the Annual Meetings in 2001 and 2002, respectively.
<TABLE>
<CAPTION>
FIRST YEAR
NAME OF DIRECTOR AGE(2) PRINCIPAL OCCUPATION CLASS ELECTED
- ---------------- -------- ----------------------------------------------- -------- ----------
<S> <C> <C> <C> <C>
Steven J. Goldman 42 Chairman of the Board and Chief Executive I 1988
Officer of Power-One, Inc.
Jay Walters 52 President of New Horizon Services I 2000
Dr. Hanspeter Brandli 61 Chairman of the Board of Danzas Holding Ltd. II 1998
</TABLE>
- ------------------------
(2) As of March 31, 2000
STEVEN J. GOLDMAN. Mr. Goldman, who joined us in 1982, became our Chief
Executive Officer in 1990 and was named Chairman of the Board in February 1997.
From 1990 to January 2000, Mr. Goldman also served as our President. He received
his B.S. degree in electrical engineering from the University of Bridgeport and
his M.B.A. degree from Pepperdine University's Executive program. Mr. Goldman is
a contributing member and co-membership chairman of the San Fernando Valley
Chapter of the Young President's Organization.
2
<PAGE>
JAY WALTERS. Mr. Walters, who became a director in 2000, is President of
New Horizon Services, LLC, a technology consulting company. From 1995 to 1997,
Mr. Walters was Vice President and Chief Operating Officer of AT&T's Power
Systems Business Unit, a position he continued to hold with Lucent Technologies
following its spin-off from AT&T in 1995. In late 1997, he was appointed to the
position of Vice President in Lucent's Network Products Group. Mr. Walters, who
retired from Lucent in 1999, received his B.S. degree in nuclear engineering
from the University of Wisconsin and his M.B.A. degree from Louisiana State
University.
DR. HANSPETER BRANDLI. Dr. Brandli, who became a director in 1998, is
Chairman of the Board of Danzas Holding Ltd. Since 1993, Dr. Brandli has owned
and operated HPB Management Services, a management services company. He received
a Diploma in physics in 1963 from the Federal Institute of Technology (ETH) in
Zurich, Switzerland and a Ph.D. in physics from the University of Berne/
Switzerland in 1968. Dr. Brandli is also President of the Board of Directors of
Melcher Ltd., Uster, Domenic Melcher Ltd., Uster, Melcher Holding Ltd., Cham,
and Melcher Produktion Ltd., Cham, which are all subsidiaries of our subsidiary,
Melcher Holding AG.
DIRECTORS' COMPENSATION
In consideration for acting as a director of the Company, we pay each
non-employee director $5,000 per year, as well as $3,000 per meeting for all
Board of Directors, Compensation Committee and Audit Committee meetings
attended. Our non-employee directors have also received, and are expected to
continue to receive, options to purchase our common stock.
BOARD OF DIRECTORS MEETINGS
In 1999, the Board of Directors met six times and acted by the unanimous
written consent of the board members on six occasions. Each director attended
more than 75% of the total number of meetings of the Board and Committees on
which he served.
BOARD COMMITTEES
AUDIT COMMITTEE
Our Audit Committee, comprised of Mr. Jacoby and Dr. Brandli in 1999*,
recommends the engagement of our independent public accountants, reviews with
the independent public accountants the plans and results of such audit
engagement, approves professional services provided by the independent public
accountants, reviews the independence of the independent public accountants,
considers the range of audit and non-audit fees and reviews the adequacy of our
internal accounting controls. The Audit Committee met once in 1999.
COMPENSATION COMMITTEE
Our Compensation Committee, comprised of Mr. Jacoby and Dr. Brandli in
1999*, determines compensation of our executive officers and administers our
Amended and Restated 1996 Stock Incentive Plan. The Compensation Committee has
also established a plan setting forth the criteria for bonuses, which is
summarized in the "Compensation Committee Report on Executive Compensation." The
Compensation Committee met twice in 1999, and took action by the unanimous
written consent of its members on one occasion.
- ------------------------
*Former director Dr. Albert Yu also served on both the Audit Committee and the
Compensation Committee until his resignation on June 30, 1999.
3
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of our outstanding
common stock as of March 15, 2000 by (1) persons or entities who, individually
or as a group, are known to us to beneficially own 5% or more of our outstanding
common stock, and (2) each of our directors and executive officers, individually
and together as a group.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENTAGE OF ALL
OWNED COMMON STOCK
NAME OF BENEFICIAL OWNER(1) NUMBER(2) OUTSTANDING
- --------------------------- ------------ -----------------
<S> <C> <C>
Stephens Group, Inc.(3)..................................... 2,843,650 11.7%
Wallace N. Hersom........................................... 1,236,195 5.1
Steven J. Goldman........................................... 1,396,954 5.7
William T. Yeates(4)........................................ -- --
Eddie K. Schnopp(5)......................................... 330,484 1.4
Dennis R. Roark............................................. 413,075 1.7
David J. Hage............................................... 418,111 1.7
Jon E.M. Jacoby(3)(6)....................................... 1,093,385 4.5
Hanspeter Brandli........................................... 10,000 *
Jay Walters................................................. -- --
All executive officers and directors as a group (8
persons).................................................. 3,662,009 15.0
</TABLE>
- ------------------------
* Less than one percent.
(1) The address for each stockholder listed above is c/o the Company, 740 Calle
Plano, Camarillo, California 93012, except for Stephens Group, Inc. and Jon
E.M. Jacoby, whose address is 111 Center Street, Little Rock, Arkansas
72201.
(2) Gives effect to options exercisable within 60 days of March 15, 2000.
(3) Stephens Group, Inc. has contributed its shares to a voting trust pursuant
to which the voting trust has sole voting power over such shares. The voting
trust is required to vote such shares "for" or "against" proposals submitted
to our stockholders in the same proportion as the votes cast "for" and
"against" such proposals by all other stockholders, excluding abstentions.
Based on a report on Schedule 13D that the voting trust filed on
October 28, 1999, certain shareholders, directors, officers and related
entities of Stephens Group, Inc. own an additional 2,845,041 shares, of
which 2,366,938 have been contributed to the voting trust. Mr. Jacoby is a
director and an officer of Stephens Group, Inc. and its subsidiary, Stephens
Inc.
(4) Mr. Yeates, our President and Chief Operating Officer, joined us on
January 13, 2000.
(5) Includes 126,649 shares owned by Donna Koep, who is our Senior Vice
President--Human Resources and is married to Mr. Schnopp, and 3,800 shares
owned by a trust for the benefit of Mr. Schnopp's children. Mr. Schnopp
disclaims beneficial ownership of such shares.
(6) Includes 39,172 shares owned by J & J Partners, 156,788 shares owned by
Jacoby Enterprises, Inc., 107,848 shares owned by Coral Two Corporation and
70,589 shares owned by Coral Partners, which have all been contributed to
the voting trust and as to which Mr. Jacoby has sole power of disposition,
subject to certain transfer restrictions in the voting trust agreement, and
the voting trust has sole power to vote; also includes 23,522 shares owned
by Delaware Charter Guarantee & Trust F/B/O Jon E.M. Jacoby Keogh as to
which Mr. Jacoby has sole power of disposition and sole power to vote; also
includes the following shares as to which Mr. Jacoby disclaims beneficial
ownership: 99,979 shares owned by Warren and Harriet Stephens Children's
Trust UID 9/30/87 and 369,189 shares owned by Jackson T. Stephens
Grandchildren's Trust AAAA UID 1/26/96, which
4
<PAGE>
have been contributed to the voting trust and as to which Mr. Jacoby, as
sole trustee, has sole power of disposition, subject to certain transfer
restrictions in the voting trust agreement, and the voting trust has sole
power to vote; and includes 29,403 shares owned by Grandchild's Trust One
UID 12/16/85, 29,403 shares owned by Grandchild's Trust Two UID 12/16/85,
29,403 shares owned by Grandchild's Trust Three UID 12/89, 22,500 shares
owned by Susan Stephens Campbell 1995 Trust UID 12/4/95, 22,500 shares owned
by Craig D. Campbell, Jr. 1995 Trust UID 12/4/95 and 22,500 shares owned by
Elizabeth Chisum Campbell 1995 Trust UID 12/4/95, as to which Mr. Jacoby, as
a co-trustee, has shared power to vote and shared power of disposition. Does
not include shares owned by Stephens Group, Inc. or other of its related
persons or entities, except as mentioned in this footnote.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION*
The Compensation Committee consists of Mr. Jacoby and Dr. Brandli, both of
whom are independent, non-employee directors. The Compensation Committee
determines the compensation levels of our senior officers. The Compensation
Committee also administers our stock incentive plan and determines awards to be
made under the plan to our officers and all other eligible individuals.
The Compensation Committee may consider other forms of compensation, both
short and long-term, in addition to those described below, designated to link
compensation with achieving financial targets.
BASE SALARY. The Compensation Committee set Mr. Goldman's salary for 1999
and authorized Mr. Goldman to increase our other executive officers' salaries by
4% to 10% in his discretion.
MANAGEMENT BONUS PLAN. Under our Management Bonus Plan, our executive
officers can earn bonuses based on the Company's attaining specified EBITDA
objectives during a particular fiscal year. Under our Management Bonus Plan,
which covers certain key employees, our executive officers can earn bonuses of
up to 62.5% of their salaries. Bonuses are based on actual EBITDA realized by
the Company during any fiscal year as a percentage of planned EBITDA. Our
executive officers were awarded bonuses under the Management Bonus Plan for
1999, as indicated on the Summary Compensation Table below.
DISCRETIONARY BONUS PLAN. Under the Discretionary Bonus Plan, our executive
officers can receive, at the sole discretion of the Compensation Committee, a
bonus of up to 50% of the executive's base salary (provided that total bonus
compensation paid under all plans to an executive may not exceed 100% of such
executive's base salary). This bonus is based upon the Compensation Committee's
determination of an individual's contribution to the Company in conjunction with
the Company's (i) significantly exceeding projected earnings per share,
(ii) having accelerated sales growth, (iii) executing acquisitions in an
efficient manner, and (iv) achieving such other goals as the Board of Directors
or the Compensation Committee may determine. The Compensation Committee did not
award our executive officers any bonuses under the Discretionary Bonus Plan in
1999.
EQUITY BASED COMPENSATION. The Compensation Committee will provide
long-term incentives linked to an increase in stock value by awarding, in
amounts, to persons, and at times it believes appropriate, stock options at the
fair market value on the date of grant. Outstanding stock options of our
executive officers, which were granted in 1996 and 1998, are exercisable in
various increments on
- ------------------------
*This section of the Proxy Statement shall not be deemed to be incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any of our filings pursuant to the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, except to the
extent we specifically incorporate the section by reference therein, and shall
not be deemed soliciting material or otherwise deemed filed under either such
Acts.
5
<PAGE>
the third through seventh anniversaries of the date of grant, but such options
may be exercisable on earlier dates if we meet certain financial goals. In 1997
we reached these financial targets, and 20% of each officer's outstanding
options became exercisable. Financial targets were reached again in 1999 and, as
a result, an additional 20% of outstanding stock options will become exercisable
this year. All options granted after 1998 are exercisable in 25% increments over
four years, unless otherwise approved by the Compensation Committee.
The Compensation Committee recently recommended, and the Board of Directors
approved, an amendment to our Amended and Restated 1996 Stock Incentive Plan
that allows the Chairman to grant options, other than to officers or directors,
at fair market value within aggregate limits approved by the Compensation
Committee.
THE DEDUCTIBILITY OF EXECUTIVE COMPENSATION. Section 162(m) of the Internal
Revenue Code does not permit us to deduct cash compensation in excess of $1
million paid to the chief executive officer and the four highest compensated
executive officers during any taxable year, unless such compensation meets
certain requirements. We believe that our stock incentive plans (as previously
described) comply with the rules under Section 162(m) for treatment as
performance-based compensation, allowing us to deduct fully compensation paid to
executives under these plans.
THE COMPENSATION COMMITTEE
JON E.M. JACOBY
DR. HANSPETER BRANDLI
6
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION
The following table provides information regarding all compensation paid to
or earned by our Chief Executive Officer and the other executive officers for
our last three fiscal years:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------------
SECURITIES
ANNUAL COMPENSATION UNDERLYING OPTIONS
------------------------------ TO PURCHASE ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMMON STOCK COMPENSATION(2)
- --------------------------- -------- -------- -------- ------------------ ---------------
<S> <C> <C> <C> <C> <C>
Steven J. Goldman 1999 $331,239 $212,571 -- *
Chairman of the Board and 1998 $313,008 -- 65,000 *
Chief Executive Officer 1997 $302,536 $189,785 -- $3,659,541
Eddie K. Schnopp 1999 $144,227 $ 90,226 -- *
Senior Vice President--Finance, 1998 $135,725 -- 75,000(3) *
Chief Financial Officer and
Secretary 1997 $130,104 $ 81,619 -- $ 468,650
Dennis R. Roark 1999 $162,454 $103,928 -- *
Executive Vice President and 1998 $158,612 -- 40,000(4) *
Chief Technology Officer 1997 $146,692 $ 92,023 -- $ 925,349
David J. Hage 1999 $144,879 $137,226 -- *
Senior Vice President--Sales 1998 $140,158 -- 40,000(4) *
and Marketing(5) 1997 $132,548 $ 90,789 -- $ 922,752
</TABLE>
- ------------------------
* Less than $50,000 or 10% of the total salary and bonus for the year
indicated.
(1) Bonuses generally reflect amounts earned in the fiscal year indicated, but
paid in the following year. However, Mr. Hage received $45,000 of his 1999
bonus in calendar year 1999 under our Sales Bonus Plan. All other bonuses
for 1999 were paid in March 2000.
(2) These figures for 1997 include the following payments of cash and stock
(based on the stock price on the date of issuance) pursuant to the terms of
employment and compensation agreements that provided for such payment upon,
among other things, an initial public offering: for Mr. Goldman, $3,385,379
in cash and $254,800 in stock; for Mr. Schnopp, $365,673 in cash and $91,406
in stock; for Mr. Roark, $813,906 in cash and $100,590 in stock; and for
Mr. Hage, $685,159 in cash and $228,368 in stock.
(3) 40,000 shares underlying options granted to Mr. Schnopp were reduced by 10%
to 36,000 in connection with our October 1998 option repricing. Total
includes 35,000 shares underlying options granted in 1998 to Ms. Koep, which
were also reduced by 10%, to 31,500, in connection with the repricing.
Mr. Schnopp disclaims beneficial ownership of such shares.
(4) Reduced by 10% to 36,000 in connection with our October 1998 option
repricing.
(5) In December 1999, Mr. Hage became President of our AC and DC Power Systems
Division.
7
<PAGE>
EMPLOYMENT ARRANGEMENTS AND AGREEMENTS
EMPLOYMENT CONTRACTS
William T. Yeates joined us as our President and Chief Operating Officer on
January 13, 2000 under the terms set forth in a letter of that same date from
Mr. Goldman. Pursuant to the letter, in addition to our standard employee
benefits package, Mr. Yeates will receive a base salary at an annualized rate of
$300,000, and will be eligible for a bonus of up to 100% of that salary based on
the achievement of specific performance goals.
Mr. Yeates has also been granted non-qualified stock options to purchase an
aggregate of 225,000 shares of our common stock. Of these, 150,000 options
become exercisable over four years at the rate of 25% per year; the remaining
75,000 vest and become exercisable on December 31, 2001.
In addition, we have made certain loans to Mr. Yeates. A loan in the amount
of $100,000, and additional loans to cover certain relocation expenses, do not
accrue interest and will be forgiven on the third anniversary of Mr. Yeates'
hire if he is still employed by the Company, or upon his death, permanent
disability, or termination for other than cause. A separate loan in the amount
of $660,000 bears interest at the rate of 5.5% per annum and will be due and
payable on January 13, 2004.
Finally, if we experience a change in control, as defined in the letter to
include certain mergers and other triggering events, Mr. Yeates will receive a
one-time payment equal to twice his most recent salary and annual bonus.
OPTION GRANTS IN 1999
No stock options were granted to our executive officers in 1999.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1999
AND FISCAL YEAR-END OPTION VALUE
The following table sets forth information with respect to exercisable and
non-exercisable stock options held by the executive officers at the end of the
1999 fiscal year.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY
AT FY-END(1) OPTIONS AT FY-END
SHARES --------------- ---------------------
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED(2) UNEXERCISABLE UNEXERCISABLE(3)
- ---- ----------- ----------- --------------- ---------------------
<S> <C> <C> <C> <C>
Steven J. Goldman................. 0 0 24,600/122,400 $1,102,326/$4,639,744
Eddie K. Schnopp.................. 0 0 8000/123,500(4) $ 358,480/$5,188,098
Dennis R. Roark................... 0 0 16,500/74,500 $ 739,365/$3,153,845
David J. Hage..................... 16,500 $286,688 0/74,500 $ 0/3,153,845
</TABLE>
- ------------------------
(1) The stock options listed were granted on February 23, 1996 and June 16, 1998
pursuant to our 1996 Stock Incentive Plan. The options become exercisable
beginning in the third year after the grant, at a rate of 10% in each year
for years three and four, 20% in year five, and 30% in each year for years
six and seven as long as the optionee remains an employee of the Company,
but such options may be exercisable on earlier dates if we meet certain
financial goals. In 1997, we reached these financial goals, and 20% of each
of the above officers' outstanding options that were granted on
February 23, 1996 became exercisable as of April 1, 1998. An additional 10%
of those options granted on February 23, 1996 became exercisable as of
February 23, 1999, in accordance with the vesting schedule. Financial
targets were reached again in 1999 and, as a result, an
8
<PAGE>
additional 20% of outstanding stock options will become exercisable this
year. The maximum term of each option granted is 10 years from the date of
grant. The exercise price of the options granted on February 23, 1996 is
$1.00 per share, and the exercise price of the options granted on June 16,
1998 is $14.00 per share for the options held by Mr. Goldman and $6.125 per
share for the other executive officers, all of whom participated in the
October 1998 option repricing.
(2) Value realized is equal to the difference between the option exercise price
and the fair market value of our common stock at the date of exercise,
multiplied by the number of options exercised.
(3) This amount represents solely the difference in the market price ($45.81) on
the last trading day of the fiscal year, December 31, 1999, of those
unexercised options which had an exercise price below such market price
(i.e., "in-the-money options") and the respective exercise prices of the
options, multiplied by the number of such unexercised options. No
assumptions or representations regarding the value of such options are made
or intended.
(4) Exercisable total includes 3,500 shares underlying options held by
Ms. Koep; unexercisable total includes 56,000 shares underlying options held
by Ms. Koep. Mr. Schnopp disclaims beneficial ownership of these shares.
9
<PAGE>
COMPARISON OF CUMULATIVE TOTAL RETURNS
The following compares the cumulative total stockholder return on a $100
investment in our common stock with the cumulative total return of a $100
investment in the Russell 2000 Index and the Nasdaq Stock Market, each for the
period from September 30, 1997 (the day the common stock commenced trading)
through December 31, 1999. The total return on the common stock is measured by
dividing the difference between the common stock price at the end and the
beginning of the measurement period by the common stock price at the beginning
of the measurement period.
The Russell 2000 Index and the Nasdaq Stock Market are intended to provide a
relevant comparison of total annual return in the time period (through
December 31, 1999) in which our common stock has been publicly traded.
CUMULATIVE TOTAL RETURN
BASED ON INVESTMENT OF $100 BEGINNING SEPTEMBER 30, 1997
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
<S> <C> <C> <C>
POWER-ONE RUSSELL 2000 NASDAQ
9/30/97 100.00 100.00 100.00
10/1/97 129.91 100.19 100.27
10/2/97 128.57 100.69 100.99
10/3/97 129.46 101.26 101.79
10/6/97 140.18 101.74 102.15
10/7/97 135.71 102.19 103.06
10/8/97 136.61 102.17 103.33
10/9/97 132.14 102.36 103.57
10/10/97 133.93 102.47 103.16
10/13/97 135.71 102.51 103.35
10/14/97 133.04 102.24 102.79
10/15/97 133.93 101.97 102.24
10/16/97 132.59 100.74 100.83
10/17/97 133.48 99.00 98.88
10/20/97 132.59 100.01 99.99
10/21/97 134.82 101.13 101.59
10/22/97 137.50 100.98 101.33
10/23/97 135.71 99.02 99.14
10/24/97 135.71 98.61 97.94
10/27/97 125.00 92.58 91.07
10/28/97 137.50 94.73 95.10
10/29/97 133.04 95.82 95.08
10/30/97 130.36 94.46 93.16
10/31/97 133.04 95.47 94.54
11/3/97 130.36 97.17 96.70
11/4/97 130.80 97.46 96.76
11/5/97 135.71 98.00 97.13
11/6/97 131.25 97.58 96.31
11/7/97 132.14 95.90 95.06
11/10/97 133.04 95.94 94.37
11/11/97 133.93 95.51 94.02
11/12/97 131.25 93.31 91.46
11/13/97 124.11 93.29 92.41
11/14/97 120.54 94.40 93.94
11/17/97 123.21 96.00 95.75
11/18/97 124.11 95.22 94.94
11/19/97 125.00 94.90 94.99
11/20/97 125.45 96.01 96.49
11/21/97 123.21 95.86 96.15
11/24/97 125.00 94.27 94.14
11/25/97 125.00 94.07 94.27
11/26/97 117.86 94.35 94.59
11/28/97 116.96 94.73 94.95
12/1/97 116.96 95.67 96.74
12/2/97 112.50 95.30 95.29
12/3/97 108.04 95.59 95.81
12/4/97 109.82 95.83 95.71
12/5/97 104.91 96.53 96.93
12/8/97 103.57 97.40 97.97
12/9/97 107.14 96.55 96.14
12/10/97 109.82 95.37 94.72
12/11/97 108.04 93.58 92.46
12/12/97 107.59 93.13 91.15
12/15/97 108.04 92.72 91.15
12/16/97 105.36 93.72 92.13
12/17/97 102.23 93.97 91.79
12/18/97 100.89 92.62 90.36
12/19/97 100.89 92.55 90.45
12/22/97 100.89 93.18 90.89
12/23/97 99.11 93.00 89.57
12/24/97 100.00 92.78 88.96
12/26/97 100.00 92.88 89.66
12/29/97 100.00 94.02 91.21
12/30/97 100.00 95.63 92.84
12/31/97 98.21 96.30 93.16
1/2/98 98.21 96.19 93.82
1/5/98 101.79 96.31 94.57
1/6/98 101.79 95.43 93.74
1/7/98 101.79 94.70 92.64
1/8/98 101.79 93.81 92.28
1/9/98 92.86 90.99 89.18
1/12/98 92.86 90.54 89.43
1/13/98 100.89 92.20 91.45
1/14/98 109.82 92.97 91.88
1/15/98 108.93 92.93 91.78
1/16/98 109.82 93.92 92.71
1/20/98 116.07 95.04 94.33
1/21/98 113.39 94.73 94.20
1/22/98 113.39 93.91 93.52
1/23/98 110.71 93.61 93.49
1/26/98 101.79 92.77 92.63
1/27/98 107.14 93.11 93.66
1/28/98 107.14 94.44 95.56
1/29/98 112.50 95.19 96.07
1/30/98 110.71 94.76 96.07
2/2/98 110.71 95.73 98.05
2/3/98 109.82 96.47 98.85
2/4/98 114.29 97.36 99.69
2/5/98 112.95 97.85 99.48
2/6/98 109.82 98.17 100.51
2/9/98 114.29 98.56 100.28
2/10/98 114.29 99.42 101.39
2/11/98 110.71 99.60 101.36
2/12/98 112.95 99.69 101.70
2/13/98 112.95 100.10 101.47
2/17/98 112.95 99.86 101.05
2/18/98 112.50 100.19 101.78
2/19/98 112.50 100.09 102.45
2/20/98 113.39 100.04 102.52
2/23/98 113.84 100.54 103.92
2/24/98 117.86 100.11 103.15
2/25/98 116.96 101.03 104.79
2/26/98 120.54 101.71 105.42
2/27/98 123.21 101.77 105.03
3/2/98 117.86 101.70 104.32
3/3/98 114.29 101.90 104.24
3/4/98 110.71 101.83 104.39
3/5/98 108.04 100.66 101.56
3/6/98 111.61 102.18 104.02
3/9/98 109.82 101.61 102.34
3/10/98 110.71 102.38 103.73
3/11/98 109.82 102.93 104.22
3/12/98 109.82 103.07 104.65
3/13/98 109.82 103.29 105.10
3/16/98 108.93 103.95 106.08
3/17/98 107.14 103.81 105.55
3/18/98 106.70 104.05 106.09
3/19/98 112.50 104.51 106.78
3/20/98 110.71 104.50 106.14
3/23/98 114.73 104.44 106.34
3/24/98 121.43 104.94 107.52
3/25/98 116.96 105.14 108.24
3/26/98 119.64 105.29 108.47
3/27/98 116.96 105.14 108.18
3/30/98 119.64 104.94 107.89
3/31/98 121.43 105.92 108.90
4/1/98 118.75 106.86 109.61
4/2/98 120.09 107.19 109.92
4/3/98 121.43 107.04 110.07
4/6/98 121.43 106.18 108.51
4/7/98 120.54 104.70 106.70
4/8/98 120.54 104.74 107.20
4/9/98 118.75 105.78 107.98
4/13/98 121.43 105.67 108.26
4/14/98 117.86 106.84 109.33
4/15/98 120.54 107.34 110.53
4/16/98 117.86 106.74 110.24
4/17/98 113.39 107.31 110.73
4/20/98 100.00 107.71 111.95
4/21/98 100.00 108.28 112.94
4/22/98 97.32 108.22 113.76
4/23/98 92.86 106.86 111.61
4/24/98 94.64 105.84 110.87
4/27/98 95.54 103.23 107.99
4/28/98 90.18 104.12 108.67
4/29/98 89.73 105.10 109.84
4/30/98 89.73 106.41 110.84
5/1/98 89.29 106.86 111.14
5/4/98 89.29 106.97 111.46
5/5/98 86.61 106.15 110.63
5/6/98 83.93 105.63 110.14
5/7/98 86.61 104.88 108.87
5/8/98 86.61 105.66 110.60
5/11/98 86.16 105.09 109.63
5/12/98 84.82 104.92 110.35
5/13/98 83.48 105.21 110.71
5/14/98 84.82 104.79 110.66
5/15/98 84.82 104.10 109.56
5/18/98 82.14 103.04 108.66
5/19/98 82.14 103.75 109.50
5/20/98 79.46 103.24 108.66
5/21/98 71.43 102.95 108.03
5/22/98 71.43 102.02 107.08
5/26/98 70.54 100.28 105.48
5/27/98 69.64 99.22 105.66
5/28/98 70.09 100.44 106.46
5/29/98 70.54 100.62 105.53
6/1/98 68.75 99.42 103.63
6/2/98 69.64 99.09 104.51
6/3/98 58.48 98.97 103.36
6/4/98 55.36 99.54 105.00
6/5/98 55.36 100.09 105.77
6/8/98 55.80 100.56 106.06
6/9/98 58.93 100.64 106.83
6/10/98 63.39 99.40 105.19
6/11/98 59.82 97.91 103.80
6/12/98 57.59 97.31 103.52
6/15/98 56.25 95.60 101.78
6/16/98 56.25 96.60 104.00
6/17/98 58.93 97.85 105.38
6/18/98 57.14 96.91 105.16
6/19/98 58.93 96.62 105.67
6/22/98 58.93 97.32 107.13
6/23/98 57.59 98.59 109.43
6/24/98 57.59 99.45 111.39
6/25/98 63.39 99.19 110.53
6/26/98 64.29 99.22 110.91
6/29/98 64.29 100.00 112.18
6/30/98 67.41 100.79 112.40
7/1/98 71.43 101.33 113.57
7/2/98 67.86 100.99 112.36
7/6/98 68.75 101.36 113.28
7/7/98 69.20 101.15 113.19
7/8/98 67.86 101.36 114.81
7/9/98 64.29 101.36 115.08
7/10/98 64.29 101.02 115.27
7/13/98 62.05 101.09 116.60
7/14/98 66.07 101.24 116.77
7/15/98 68.30 101.80 118.32
7/16/98 67.41 102.16 118.68
7/17/98 62.95 101.88 119.17
7/20/98 64.29 101.78 119.49
7/21/98 67.41 100.51 117.41
7/22/98 66.07 99.36 116.85
7/23/98 64.29 97.47 114.80
7/24/98 62.50 96.64 114.55
7/27/98 59.82 95.45 114.69
7/28/98 57.14 94.21 112.51
7/29/98 52.68 93.91 111.62
7/30/98 55.36 94.64 113.88
7/31/98 51.79 92.49 111.08
8/3/98 50.89 91.08 109.81
8/4/98 53.57 88.50 105.93
8/5/98 54.46 87.85 106.08
8/6/98 53.57 89.60 108.53
8/7/98 54.02 91.62 109.56
8/10/98 54.02 90.71 109.11
8/11/98 50.89 88.27 106.35
8/12/98 56.25 90.02 108.30
8/13/98 54.46 88.98 106.93
8/14/98 55.36 88.76 106.20
8/17/98 54.46 89.01 107.85
8/18/98 54.46 90.63 110.05
8/19/98 53.57 89.43 109.31
8/20/98 50.89 88.52 108.71
8/21/98 50.89 87.18 106.64
8/24/98 55.36 86.75 106.24
8/25/98 54.46 85.88 106.67
8/26/98 53.57 83.83 104.89
8/27/98 50.89 80.67 100.04
8/28/98 50.89 79.00 97.27
8/31/98 49.55 74.47 88.94
9/1/98 50.89 76.70 93.44
9/2/98 53.35 77.71 94.49
9/3/98 50.89 76.31 93.25
9/4/98 52.68 76.48 92.93
9/8/98 52.68 79.75 98.53
9/9/98 51.79 77.72 96.37
9/10/98 50.00 76.01 94.05
9/11/98 50.00 77.92 97.39
9/14/98 50.00 78.82 98.81
9/15/98 51.34 78.83 99.55
9/16/98 50.00 79.29 100.25
9/17/98 50.00 78.29 97.66
9/18/98 48.21 80.04 98.70
9/21/98 48.21 79.91 99.69
9/22/98 48.21 81.14 100.72
9/23/98 47.77 82.85 104.42
9/24/98 47.32 81.59 102.06
9/25/98 45.98 81.31 103.43
9/28/98 46.88 81.09 103.18
9/29/98 50.00 80.60 102.87
9/30/98 52.68 80.12 100.48
10/1/98 46.43 77.13 95.65
10/2/98 51.79 77.06 95.81
10/5/98 50.00 74.21 91.16
10/6/98 47.32 73.28 89.63
10/7/98 42.86 71.00 86.77
10/8/98 42.86 68.37 84.19
10/9/98 41.07 70.16 88.54
10/12/98 42.86 71.75 91.72
10/13/98 42.86 70.59 89.54
10/14/98 44.64 71.61 91.41
10/15/98 50.00 73.78 95.57
10/16/98 50.89 75.55 96.16
10/19/98 46.43 77.66 97.81
10/20/98 48.21 78.95 97.24
10/21/98 50.89 79.31 99.35
10/22/98 53.57 80.74 101.01
10/23/98 43.75 80.88 100.48
10/26/98 39.29 81.99 102.33
10/27/98 43.75 81.86 101.89
10/28/98 41.07 81.85 103.06
10/29/98 41.07 82.52 104.24
10/30/98 40.18 83.33 105.08
11/2/98 41.96 85.24 106.84
11/3/98 41.96 85.40 106.09
11/4/98 44.64 86.59 108.18
11/5/98 44.20 87.43 108.98
11/6/98 45.54 88.21 110.14
11/9/98 46.43 87.79 110.40
11/10/98 46.43 87.45 110.67
11/11/98 46.43 86.70 110.47
11/12/98 44.64 86.42 109.81
11/13/98 46.43 85.80 109.63
11/16/98 46.43 86.03 110.44
11/17/98 45.54 85.81 111.44
11/18/98 44.64 86.40 112.56
11/19/98 44.64 86.90 113.88
11/20/98 44.64 86.88 114.39
11/23/98 43.30 87.73 117.31
11/24/98 42.86 87.39 116.62
11/25/98 42.86 87.99 117.77
11/27/98 42.86 88.60 119.62
11/30/98 41.52 87.64 115.65
12/1/98 42.86 87.86 118.87
12/2/98 42.86 87.59 118.36
12/3/98 44.64 87.04 115.94
12/4/98 46.43 87.78 118.83
12/7/98 44.64 88.40 121.06
12/8/98 43.75 88.47 120.71
12/9/98 44.64 88.57 121.64
12/10/98 43.75 87.37 119.59
12/11/98 45.54 87.12 120.38
12/14/98 44.64 85.48 116.68
12/15/98 44.64 85.84 119.39
12/16/98 44.64 85.90 119.20
12/17/98 44.64 86.77 121.25
12/18/98 45.54 87.57 123.76
12/21/98 44.64 88.54 126.83
12/22/98 46.43 88.19 125.82
12/23/98 45.54 89.20 128.88
12/24/98 45.54 89.37 128.32
12/28/98 44.64 89.97 129.34
12/29/98 45.09 90.43 129.43
12/30/98 44.64 90.77 128.55
12/31/98 50.00 92.98 130.08
1/4/99 50.00 92.83 130.99
1/5/99 57.14 93.01 133.55
1/6/99 64.29 94.26 137.68
1/7/99 73.21 94.27 137.99
1/8/99 70.54 95.02 139.08
1/11/99 71.43 95.44 141.46
1/12/99 71.43 94.17 137.67
1/13/99 81.25 93.62 137.44
1/14/99 83.04 92.57 135.07
1/15/99 80.36 94.10 139.30
1/19/99 79.91 94.95 142.86
1/20/99 82.59 94.89 143.29
1/21/99 87.50 93.44 139.10
1/22/99 84.82 93.09 138.75
1/25/99 83.93 93.01 140.55
1/26/99 81.70 93.72 144.36
1/27/99 81.25 92.79 142.80
1/28/99 75.00 93.42 146.96
1/29/99 74.11 94.14 148.66
2/1/99 74.55 93.89 148.91
2/2/99 74.55 92.93 146.14
2/3/99 77.68 93.37 147.92
2/4/99 78.57 92.06 142.97
2/5/99 75.89 90.94 140.81
2/8/99 74.11 90.64 142.67
2/9/99 72.32 88.83 137.08
2/10/99 71.43 87.69 137.01
2/11/99 72.32 89.50 142.70
2/12/99 69.64 87.80 137.74
2/16/99 70.98 87.35 137.27
2/17/99 70.98 85.84 133.41
2/18/99 70.09 86.18 134.10
2/19/99 69.64 86.44 135.47
2/22/99 70.09 87.66 138.93
2/23/99 69.64 87.92 140.97
2/24/99 66.96 87.10 138.78
2/25/99 69.64 86.53 138.03
2/26/99 69.64 86.44 135.73
3/1/99 67.86 86.90 136.16
3/2/99 66.96 86.91 134.01
3/3/99 66.07 86.37 134.38
3/4/99 65.18 86.82 136.02
3/5/99 63.84 87.70 138.64
3/8/99 63.84 88.15 142.23
3/9/99 62.50 87.96 141.96
3/10/99 59.38 88.39 142.73
3/11/99 59.82 88.38 143.10
3/12/99 57.14 87.78 141.28
3/15/99 57.14 88.33 144.24
3/16/99 57.14 87.96 144.70
3/17/99 56.25 87.79 144.09
3/18/99 58.04 88.04 146.11
3/19/99 56.70 87.39 143.64
3/22/99 55.36 86.64 142.13
3/23/99 51.79 84.48 137.80
3/24/99 44.64 84.70 140.32
3/25/99 46.43 86.60 144.44
3/26/99 50.00 86.80 143.51
3/29/99 53.57 88.09 147.88
3/30/99 52.68 87.87 147.14
3/31/99 48.21 87.62 146.02
4/1/99 48.21 87.86 147.91
4/5/99 47.32 88.65 151.87
4/6/99 46.43 88.38 152.05
4/7/99 48.21 87.65 150.94
4/8/99 49.11 88.12 152.66
4/9/99 50.89 89.43 153.83
4/12/99 56.25 90.86 154.17
4/13/99 65.18 91.94 153.26
4/14/99 62.05 91.97 148.74
4/15/99 63.39 92.06 149.60
4/16/99 68.30 92.90 147.36
4/19/99 64.29 90.88 139.15
4/20/99 64.29 91.52 142.95
4/21/99 75.89 94.00 147.66
4/22/99 72.77 94.50 151.96
4/23/99 71.88 95.13 153.69
4/26/99 73.21 95.85 157.33
4/27/99 75.89 95.89 154.38
4/28/99 73.21 95.53 151.30
4/29/99 71.88 95.38 149.99
4/30/99 75.00 95.37 150.85
5/3/99 74.11 95.47 150.42
5/4/99 73.21 95.32 147.42
5/5/99 77.68 95.69 150.35
5/6/99 73.21 95.50 146.66
5/7/99 74.11 96.10 148.52
5/10/99 75.00 97.36 149.87
5/11/99 77.68 98.46 152.26
5/12/99 76.79 99.00 154.63
5/13/99 84.82 99.34 153.17
5/14/99 86.61 97.64 149.96
5/17/99 89.29 97.25 151.98
5/18/99 91.07 97.49 151.77
5/19/99 95.54 98.31 152.90
5/20/99 94.64 98.72 150.81
5/21/99 100.89 98.97 149.50
5/24/99 100.89 97.04 145.56
5/25/99 106.25 95.73 141.24
5/26/99 101.79 95.94 143.99
5/27/99 101.79 95.39 143.51
5/28/99 116.52 96.66 146.56
6/1/99 112.95 96.40 143.09
6/2/99 108.93 96.24 144.30
6/3/99 114.73 96.07 142.57
6/4/99 115.18 97.47 147.02
6/7/99 113.39 98.42 149.74
6/8/99 110.71 97.78 146.80
6/9/99 114.73 98.10 149.46
6/10/99 112.50 97.45 147.39
6/11/99 109.82 96.52 145.22
6/14/99 109.82 95.09 142.27
6/15/99 114.29 95.63 143.25
6/16/99 116.96 97.22 149.36
6/17/99 119.64 97.70 150.93
6/18/99 129.46 98.07 152.07
6/21/99 132.14 99.03 156.04
6/22/99 133.48 98.57 153.07
6/23/99 139.29 98.51 154.13
6/24/99 135.71 97.65 151.51
6/25/99 133.93 97.64 151.43
6/28/99 137.50 98.85 154.38
6/29/99 149.11 100.06 156.74
6/30/99 175.89 100.85 159.35
7/1/99 171.43 100.11 160.54
7/2/99 178.57 100.59 162.61
7/6/99 168.75 100.60 162.35
7/7/99 175.89 99.75 162.73
7/8/99 178.57 100.20 164.43
7/9/99 189.73 100.92 165.69
7/12/99 204.46 101.21 165.54
7/13/99 207.14 100.95 164.81
7/14/99 205.36 101.68 167.18
7/15/99 203.57 102.64 168.44
7/16/99 204.46 102.52 169.93
7/19/99 205.36 101.66 167.90
7/20/99 195.98 99.94 162.08
7/21/99 199.11 100.18 163.84
7/22/99 203.57 99.49 159.25
7/23/99 204.02 98.80 159.72
7/26/99 192.86 97.59 155.38
7/27/99 183.04 98.38 158.95
7/28/99 190.18 98.41 160.52
7/29/99 178.57 97.30 156.61
7/30/99 183.04 98.01 156.52
8/2/99 181.70 97.53 155.64
8/3/99 185.71 96.14 153.53
8/4/99 185.71 94.69 150.68
8/5/99 195.54 94.70 152.21
8/6/99 195.09 94.32 151.15
8/9/99 192.86 93.85 149.43
8/10/99 191.96 93.17 147.72
8/11/99 201.79 94.35 152.16
8/12/99 199.55 94.49 151.24
8/13/99 201.34 95.64 156.48
8/16/99 212.95 95.59 156.93
8/17/99 226.12 96.07 158.46
8/18/99 220.54 95.43 157.66
8/19/99 204.02 95.36 155.51
8/20/99 202.68 95.72 157.11
8/23/99 208.04 96.35 161.33
8/24/99 205.36 96.32 163.28
8/25/99 202.68 96.48 166.44
8/26/99 198.21 96.08 164.60
8/27/99 195.54 95.29 163.67
8/30/99 196.43 94.17 160.92
8/31/99 188.84 94.27 162.51
9/1/99 192.86 94.97 163.19
9/2/99 191.07 94.18 162.20
9/3/99 196.43 96.07 168.66
9/7/99 197.32 96.57 168.31
9/8/99 192.86 96.05 166.62
9/9/99 195.54 96.46 169.19
9/10/99 196.88 97.22 171.27
9/13/99 188.39 96.88 168.76
9/14/99 182.14 96.57 170.16
9/15/99 179.91 96.15 166.94
9/16/99 184.82 94.81 166.50
9/17/99 192.86 95.73 170.23
9/20/99 188.39 95.46 171.21
9/21/99 182.59 93.98 167.36
9/22/99 183.04 94.21 169.55
9/23/99 183.04 92.59 163.13
9/24/99 178.57 91.91 162.57
9/27/99 179.91 92.96 163.83
9/28/99 179.46 92.21 163.51
9/29/99 179.46 92.88 161.97
9/30/99 182.14 94.16 162.91
10/1/99 187.50 93.33 162.36
10/4/99 186.61 94.00 165.87
10/5/99 183.04 93.87 166.08
10/6/99 185.27 94.70 169.50
10/7/99 200.89 94.33 169.70
10/8/99 200.89 94.25 171.24
10/11/99 215.63 94.79 172.98
10/12/99 220.54 93.58 170.40
10/13/99 212.05 92.40 166.18
10/14/99 200.89 92.40 166.51
10/15/99 196.43 91.38 162.06
10/18/99 179.46 90.10 159.53
10/19/99 183.93 90.55 159.47
10/20/99 192.86 91.21 165.40
10/21/99 191.52 91.29 166.22
10/22/99 195.09 92.26 167.08
10/25/99 209.38 92.05 167.05
10/26/99 207.14 91.62 166.78
10/27/99 131.25 91.84 166.25
10/28/99 134.38 93.17 170.57
10/29/99 142.86 94.45 175.98
11/1/99 147.32 95.15 176.05
11/2/99 149.11 95.28 176.88
11/3/99 151.79 96.62 179.66
11/4/99 152.68 96.93 181.29
11/5/99 140.18 97.49 184.04
11/8/99 138.84 98.07 186.51
11/9/99 138.84 98.34 185.39
11/10/99 139.29 98.88 187.22
11/11/99 141.07 98.61 189.67
11/12/99 140.18 99.09 191.09
11/15/99 130.36 99.81 190.99
11/16/99 133.48 100.67 195.35
11/17/99 176.79 100.72 193.95
11/18/99 183.04 101.81 198.56
11/19/99 171.43 101.64 199.87
11/22/99 174.11 101.53 201.26
11/23/99 170.98 100.14 198.31
11/24/99 170.98 100.46 202.91
11/26/99 171.88 101.13 204.53
11/29/99 171.43 100.69 202.97
11/30/99 169.64 100.06 197.91
12/1/99 168.30 99.97 198.95
12/2/99 164.29 101.46 204.83
12/3/99 163.39 102.37 208.85
12/6/99 160.71 102.63 210.36
12/7/99 158.04 102.62 212.79
12/8/99 186.61 103.31 212.74
12/9/99 199.11 102.44 213.22
12/10/99 203.57 102.84 214.76
12/13/99 208.93 103.65 217.01
12/14/99 216.07 101.97 211.88
12/15/99 209.82 101.65 214.86
12/16/99 216.07 102.52 220.39
12/17/99 220.98 102.73 222.64
12/20/99 233.04 102.95 224.47
12/21/99 239.29 104.84 232.02
12/22/99 241.96 105.31 233.57
12/23/99 254.46 106.30 235.48
12/27/99 250.89 106.75 235.83
12/28/99 279.02 107.64 235.64
12/29/99 295.09 109.52 239.75
12/30/99 323.21 109.42 239.48
12/31/99 327.23 111.22 241.40
</TABLE>
- ------------------------
* This section of the Proxy Statement shall not be deemed to be incorporated
by reference by any general statement incorporating by reference this Proxy
Statement into any of our filings pursuant to the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, except to the
extent we specifically incorporate the section by reference therein, and
shall not be deemed soliciting material or otherwise deemed filed under
either such Acts.
10
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our officers and directors and
persons who own more than 10% of a registered class of our equity securities to
file reports of ownership and changes in ownership with the SEC and NASDAQ.
These persons are required by regulation of the SEC to furnish us with copies of
all Section 16(a) forms they file.
Based solely on our review of the copies of such forms that we received, or
written representations from certain reporting persons, we believe that during
the fiscal year ended January 2, 2000, our officers, directors and greater than
10% beneficial owners complied with all applicable Section 16(a) filing
requirements.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Jacoby, who is a member of the Board and both the Compensation Committee
and the Audit Committee, serves as an officer of Stephens Group, Inc., our
largest stockholder, and Stephens Inc., a financial advisor to us and an
affiliate of Stephens Group, Inc. During the fiscal year, we paid Stephens Inc.
for financial advisory services, which included assisting us in our acquisition
of International Power Devices, Inc. and heading a syndicate of underwriters in
a public offering of our common stock. We have paid and expect to pay Stephens
Inc. for additional financial advisory services that it has or may perform for
us during fiscal 2000. All compensation paid to Stephens Inc. has been on terms
that we believe to be fair and reasonable for the services performed.
INDEPENDENT PUBLIC ACCOUNTANTS
Upon recommendation of the Audit Committee, our Board of Directors has
appointed Deloitte & Touche LLP as our independent public accountants for the
2000 fiscal year. Deloitte & Touche LLP has served as our independent public
accountants since 1993. Services provided to us and our subsidiaries by
Deloitte & Touche LLP in fiscal 1999 included the examination of our financial
statements for the fiscal year ended January 2, 2000, limited reviews of
quarterly reports, services related to filings with the Securities and Exchange
Commission, consultations on various tax matters, and services provided in
connection with our acquisition of International Power Devices, Inc. and a
public offering of our common stock.
We expect representatives of Deloitte & Touche LLP to be at the Annual
Meeting and to be available to respond to appropriate questions from
stockholders. We will give the Deloitte & Touche LLP representatives an
opportunity to make a statement if they desire.
Ratification of the appointment of Deloitte & Touche LLP as our independent
public accountants for fiscal 2000 will require the affirmative vote of a
majority of voting shares of the common stock represented in person or by proxy
at the Annual Meeting. If the stockholders do not make such ratification, the
Audit Committee and the Board of Directors will reconsider the appointment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT
OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT ACCOUNTANTS FOR 2000. PROXIES THAT
WE RECEIVE WILL BE VOTED IN FAVOR OF THE RATIFICATION OF DELOITTE & TOUCHE LLP
FOR 2000 UNLESS A CONTRARY CHOICE IS INDICATED.
FINANCIAL AND OTHER INFORMATION
Our Annual Report for the fiscal year ended January 2, 2000, including
financial statements, is being sent to stockholders of record as of the close of
business on March 24, 2000 together with this Proxy Statement. We will furnish,
without charge, a copy of our Annual Report on Form 10-K for the fiscal year
ended January 2, 2000, as filed with the Securities and Exchange Commission, to
any stockholder who submits a written request to our corporate Secretary at the
address set forth on the cover of this Proxy Statement.
11
<PAGE>
STOCKHOLDER PROPOSALS
Any stockholder who intends to present a proposal at our 2001 Annual Meeting
must deliver the proposal to us at our principal executive offices not later
than December 2, 2000 for inclusion in our proxy statement and form of proxy
relating to the meeting.
Stockholder proposals submitted outside the proxy process (i.e., a proposal
to be presented at the next annual meeting of stockholders but NOT submitted for
inclusion in our proxy statement for that meeting) must be received by our
corporate Secretary not less than 50 nor more than 75 days prior to the meeting,
presently expected to be held in May 2001. However, if less than 65 days' notice
of the date of the meeting is given to stockholders, then notice need only be
received within 15 days from the date on which notice is given. Stockholder
proposals must contain certain information required by our Bylaws and comply
with applicable legal requirements. Any stockholder may obtain a copy of our
Bylaws by submitting a request to our corporate Secretary at the address set
forth on the cover of this Proxy Statement.
OTHER MATTERS
The Board of Directors knows of no matters to be presented for action by the
stockholders at the Annual Meeting other than those described in this Proxy
Statement. Unless otherwise indicated, if any other matter is properly brought
before the meeting and may be properly acted upon, the persons named in the
accompanying form of proxy will be authorized by such proxy to vote the proxies
thereon in accordance with their best judgment.
For the Board of Directors,
[SIGNATURE]
Eddie K. Schnopp
SECRETARY
April 7, 2000
12
<PAGE>
POWER-ONE, INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned having duly received the Notice of Annual Meeting and
the Proxy Statement, hereby appoints the Chairman and Chief Executive
Officer, Steven J. Goldman, and the Chief Financial Officer, Eddie K.
Schnopp, as proxies (each with the power to act alone and with the power of
substitution and revocation) to represent the undersigned and to vote, as
designated on the reverse, all common shares of Power-One, Inc. held of
record by the undersigned on March 24, 2000, at the Annual Meeting of
Stockholders to be held on Tuesday, May 9, 2000 at the Radisson Hotel,
located at 30100 Agoura Road, Agoura Hills, California at 10:00 a.m. Los
Angeles time, and at any adjournment thereof.
(CONTINUED ON OTHER SIDE)
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
POWER-ONE, INC.
MAY 9, 2000
Please Detach and Mail in the Envelope Provided
/X/ Please mark your votes as indicated in this example.
1. Election of Director FOR / / WITHHOLD AUTHORITY / / NOMINEE: Class III
Director: Jon E.M. Jacoby.
For, except vote withheld for the following nominees:
- -----------------------------------------------------
2. Proposal to ratify the Appointment of Deloitte & Touche LLP as the
Independent Auditors for the Company. FOR / / AGAINST / / ABSTAIN / /
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This Proxy, when properly executed, will be voted in the manner directed on the
Proxy by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF THE NOMINEE TO THE BOARD LISTED IN PROPOSAL 1 AND
FOR PROPOSALS 2 AND 3.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
RETURN ENVELOPE.
______________________ ________________________________________Dated______, 2000
(SIGNATURE) (SIGNATURE, IF HELD JOINTLY)
NOTED: Please sign exactly as your name appears on this card. When shares are
held by joint tenants, both should sign. If signing as attorney,
guardian, executor, administrator or trustee, please give full title
as such. If a corporation, please sign in the corporate name by the
president or other authorized officer. If a partnership, please sign in
the partnership name by an authorized person.
