<PAGE>
NUCLEAR METALS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 1, 1996, 10:00 A.M.
You are hereby notified that the Annual Meeting of Stockholders of Nuclear
Metals, Inc. (the "Company") will be held on May 1, 1996 at 10:00 a.m. at the
State Street Bank building, Enterprise Room, 225 Franklin Street, Boston,
Massachusetts, to consider and act upon the following matters:
l. To fix the number of directors of the Company at five (5) and to elect five
(5) directors for the ensuing year.
2. To amend the Company's Articles of Organization to provide that the Company
shall have authority to issue one million (1,000,000) shares of Preferred
Stock.
3. To approve the adoption by the Board of Directors of the Directors' Stock
Option Plan.
4. To ratify the action of the Board of Directors in appointing Arthur Andersen
LLP as auditors for the Company.
5. To transact such other business as may properly come before the meeting.
Even if you plan to attend the meeting, please be sure to sign, date and
return the enclosed proxy in the enclosed envelope to:
Boston EquiServe
P. O. Box 8200
Boston, MA 02266-5523
Attention: Philip Weiner
Only stockholders of record on the books of the Company at the close of
business on March 11, 1996 will be entitled to receive notice of and vote at
this meeting.
By order of the Board of Directors,
THOMAS A. WOOTERS, Clerk
April 2, 1996
IMPORTANT
IN ORDER TO SECURE A QUORUM AND TO AVOID THE EXPENSE OF SENDING FOLLOW-UP
LETTERS, PLEASE MAIL YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. YOUR
COOPERATION IS GREATLY APPRECIATED.
<PAGE>
NUCLEAR METALS, INC.
2229 MAIN STREET
CONCORD, MA 01742
PROXY STATEMENT
SOLICITATION AND VOTING OF PROXIES
This proxy statement and the accompanying proxy card are being mailed to
common stockholders commencing on or about April 2, 1996. The accompanying proxy
is solicited by the Board of Directors of Nuclear Metals, Inc. (hereinafter
called the "Company") for use at the Annual Meeting of Stockholders to be held
on May 1, 1996, and any adjournment or adjournments thereof. The cost of
solicitation of proxies will be borne by the Company. Directors, officers and a
few employees may assist in the solicitation of proxies by mail, telephone,
telegraph, and personal interview without additional compensation. The Company
has also retained Georgeson & Company, Inc., a proxy soliciting firm, to assist
in the solicitation of proxies. See "Cost of Soliciting Proxies" below.
When a proxy is returned properly signed, the shares represented thereby
will be voted by the proxies named in accordance with the stockholder's
directions. You are urged to specify your choices on the enclosed proxy card. If
the proxy is signed and returned without specifying choices, the shares will be
voted "FOR" proposals 1, 2, 3 and 4 and in the discretion of the proxies as to
other matters that may properly come before the meeting. Sending in a proxy will
not affect a stockholder's right to attend the meeting and vote in person. A
proxy may be revoked by notice in writing delivered to the Clerk at any time
prior to its use or by voting in person at the meeting. A proxy may also be
revoked by a later dated proxy. A stockholder's attendance at the meeting will
not by itself revoke a proxy.
RECORD DATE AND VOTING SECURITIES
The Board of Directors has fixed March 11, 1996 as the record date for the
meeting. Only stockholders of record on the record date are entitled to notice
of and to vote at the meeting. On the record date, there were 2,392,014 shares
of Common Stock, $.10 par value, of the Company issued and outstanding, of which
1,513,384 shares are entitled to one vote per share. The remaining 878,630
outstanding shares of Common Stock are subject to the Massachusetts Control
Share Acquisition Act and, as a result, have no voting rights and would obtain
voting rights only upon authorization from a majority of stockholders other than
the holders of such shares, officers of the Company and those directors of the
Company who are also employees. See "Massachusetts Control Share Acquisition
Act" elsewhere herein.
The Company's By-laws provide that a quorum shall consist of the
representation in person or by proxy at the annual meeting of stockholders
entitled to vote 51% of the votes that are entitled to be cast at the meeting.
Abstentions and broker non-votes will be counted for purpose of determining the
presence or absence of a quorum. "Broker non-votes" are shares held by brokers
or nominees which are present in person or represented by proxy, but which are
not voted on a particular matter because instructions have not been received
from the beneficial owner. The effect of abstentions and broker non-votes to be
brought before the Annual Meeting of Stockholders is discussed below.
The election of directors is by plurality of the votes cast at the Annual
Meeting either in person or by proxy. The approval of a majority of the votes
properly cast at the Annual Meeting, either in person or by proxy, is required
to approve proposals 1, 2, 3 and 4 and any other business which may properly be
brought before the Annual Meeting or any adjournment thereof.
With regard to the election of directors, votes may be left blank, cast in
favor or withheld; votes that are left blank will be counted in favor of the
election of the directors named on the proxy. Votes that are withheld will
<PAGE>
have the effect of a negative vote. Abstentions may be specified on all
proposals other than the election of directors and will be counted as present
for purposes of the proposal on which the abstention is noted. Because the
proposals (i) to amend the Company's Articles of Organization, (ii) to ratify
the adoption by the Board of Directors of the Directors' Option Plan, and (iii)
to ratify the action of the Board of Directors in appointing Arthur Andersen LLP
as auditors for the Company, require the approval of a majority of the votes
properly cast at the Annual Meeting, either in person or by proxy, abstentions
will have the effect of a negative vote. Broker non-votes will not be counted in
determining a quorum for, or the outcome of, any proposal.
The Company's Annual Report to Stockholders, including financial statements
for the fiscal year ended September 30, 1995, was mailed to stockholders of
record of the Company on March 5, 1996. Concurrent with the distribution of this
proxy statement, stockholders of record on March 11, 1996 who were not included
in the distribution of the 1995 Annual Report on March 5, 1996 will receive
concurrently with this proxy statement a copy of the Annual Report. The Annual
Report is not, however, a part of the proxy soliciting materials.
PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
One of the purposes of the meeting is to elect five (5) directors to serve
until the next Annual Meeting of Stockholders and until their successors shall
have been duly elected and qualified. It is intended that the proxies solicited
by the Board of Directors will be voted in favor of the five (5) nominees named
below, unless otherwise specified on the proxy card. All of the nominees are
currently members of the Board and have consented to be named and to serve if
elected. There are no family relationships between any nominees, directors or
executive officers of the Company.
The Board knows of no reason why any of the nominees will be unavailable or
unable to serve as a director, but in such event, proxies solicited hereby will
be voted for the election of another person or persons to be designated by the
Board of Directors.
The Board recommends a vote FOR the election of each of the nominees listed
below.
The following are summaries of the background and business experience and
descriptions of the principal occupations of the nominees:
<TABLE>
<CAPTION>
PRESENT PRINCIPAL EMPLOYMENT
NAME AGE AND PRIOR BUSINESS EXPERIENCE DIRECTOR SINCE
------------------ --- --------------------------------------- --------------
<S> <C> <C> <C>
George J. Matthews 65 Chairman of the Board of Directors 1972
since 1972. Until July 1978 and since
December 1, 1994, also Treasurer of the
Company. Chairman of Matthews
Associates Limited, which is engaged in
the business of investing in and
providing management consulting and
assistance to small and medium sized
businesses, including the Company.
Robert E. Quinn 42 President of the Company since December 1994
1, 1994. Prior to becoming President,
served as Vice President, Sales for
over five years. Elected as a Director
on November 17, 1994.
Wilson B. Tuffin 64 Vice Chairman since November 1994. From 1972
1972 to November 30, 1994, President,
Chief Executive Officer and Treasurer
of the Company.
Kenneth A. Smith 59 Professor of Chemical Engineering at 1985
Massachusetts Institute of Technology
since 1971.
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL EMPLOYMENT
NAME AGE AND PRIOR BUSINESS EXPERIENCE DIRECTOR SINCE
------------------ --- --------------------------------------- --------------
<S> <C> <C> <C>
Frank H. Brenton 70 Principal of Frank H. Brenton 1986
Associates a business consulting firm.
From 1984 to 1986, Chairman of the
Board of Directors of Marshall's
Incorporated, an off-price retailer and
division of Melville, Inc.
</TABLE>
INFORMATION ABOUT THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors met six times during the fiscal year ended September
30, 1995. There was no director who during the fiscal year attended fewer than
75 percent of the aggregate of all board meetings and all meetings of committees
on which he served.
The Board of Directors has a two-member Audit Committee which is
reconstituted at the first meeting of the Board following the annual meeting of
stockholders. The Audit Committee, which met two times during fiscal 1995, meets
with the Company's independent auditors and principal financial personnel to
review the scope and results of the annual audit and the Company's financial
reports. The Audit Committee also reviews the scope of audit and non-audit
services performed by the independent public accounts, reviews the independence
of the independent public accountants, and reviews the adequacy and
effectiveness of internal accounting controls. The present members of the Audit
Committee are Messrs. Brenton and Smith.
The "disinterested" directors, for purposes for Rule 16b-3 under the
Securities Exchange Act of 1934, Messrs. Brenton and Smith, acting as a Stock
Option Committee, have the authority, subject to the express provisions of the
Company's Employees' Stock Option Plan and Non-Qualified Stock Option Plan (the
"Plans"): to determine the employees of the Company to receive options, the
number of shares to be optioned, and the terms of the options granted; to
construe and interpret the Plans and outstanding options; and to make all other
determinations that they deem necessary and advisable for administering the
Plans. The Board of Directors as a whole has corresponding authority with
respect to options issued under the Directors' Stock Option Plan.
The Board of Directors does not have standing committees on compensation or
nominations.
DIRECTORS' COMPENSATION AND STOCK OPTION PLAN
Each outside director of the Company receives an annual fee of $15,000.
On November 20, 1995, the Board of Directors adopted a Director's Stock
Option Plan (the "Plan") in order to enhance the Company's ability to attract
and retain skilled and competent members of its Board of Directors. Only outside
(non-management) directors of the Company and its subsidiaries are eligible to
receive options under the Plan, and the maximum number of shares as to which
such directors' options may be granted is 35,000 shares (subject to adjustments
for stock splits, stock dividends and the like). Pursuant to the Plan, each
director eligible to participate in the Plan, upon first election to office at
the annual meeting of stockholders and for each subsequent period of three years
of service, receives an option to purchase 1,000 shares of Common Stock of the
Company at an exercise price equal to fair market value on the date of grant.
Options to purchase 4,000 shares of Common Stock at an exercise price of $14.00
were granted to each of Messrs. Brenton and Smith on December 15, 1994 under the
Directors Stock Option Plan which preceded the Plan. Option grants under the
Plan are exercisable for a period of ten years and vest over a three-year
period.
During fiscal year 1995, Matthews Associates Limited, of which Mr. Matthews
is sole owner, received compensation from the Company in connection with
consulting services provided to the Company pursuant to a management agreement
between the Company and Matthews Associates Limited. See "Executive
Compensation" and "Executive Agreements."
-3-
<PAGE>
PRINCIPAL AND MANAGEMENT STOCKHOLDERS
The following table sets forth certain information as of March 4, 1996, with
respect to the Common Stock of the Company owned or deemed beneficially owned as
determined under the rules of the Securities and Exchange Commission, directly
or indirectly, by each stockholder known to the Company to own beneficially more
than 5% of the Company's Common Stock, by each director, by the executive
officers named in the Summary Compensation Table, elsewhere herein, and by all
directors and executive officers of the Company and its subsidiaries as a group.
In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, a person is deemed to be the beneficial owner, for purposes of this
table, of any shares of Common Stock of the Company if he or she has or shares
voting power or investment power with respect to such security or has the right
to acquire beneficial ownership at any time within 60 days of March 4, 1996. As
used herein "voting power" is the power to vote or direct the voting of shares,
and "investment power" is the power to dispose of or direct the disposition of
shares. Except as indicated in the notes following the table below, each person
named has sole voting and investment power with respect to the shares listed as
being beneficially owned by such person.
<TABLE>
<CAPTION>
NO. COMMON
SHARES AND
NATURE OF PERCENT OF
BENEFICIAL COMMON
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP (1) STOCK (1)
----------------------------------------------------- ------------- ----------
<S> <C> <C>
WIAF Investors Co.
466 Arbuckle Avenue
Lawrence, NY 11516 1,156,228 (2) 50.205 %
and
Melvin B. Chrein, M.D.
Meryl J. Chrein
Marshall J. Chrein
Michael Chrein
Charles Alpert
Joseph Alpert
21 Copper Beech Lane
Lawrence, NY 11559
George J. Matthews 229,617 (3) 9.6 %
Chairman of the Board of Directors,
Director & Consultant
c/o Matthews Associates Limited
100 Corporate Place
Peabody, MA 01960
Wilson B. Tuffin 203,808 8.5 %
Vice Chairman and Director
23 Arlington Street
Acton, MA 01720
Robert E. Quinn 14,406 (4) *
President and Director
Kenneth A. Smith, Director 4,333 (5) *
Frank H. Brenton, Director 4,333 (6) *
James M. Spiezio 3,000 (7) *
Vice President, Finance and Administration
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
NO. COMMON
SHARES AND
NATURE OF PERCENT OF
BENEFICIAL COMMON
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP (1) STOCK (1)
----------------------------------------------------- ------------- ----------
<S> <C> <C>
William T. Nachtrab 3,000 (8) *
Vice President, Technology
All directors and executive officers as a group (7
persons) 462,497 (9) 19.0 %
</TABLE>
- ------------------------
*Less than one percent
(1) Does not reflect the effect on voting rights of the Massachusetts Control
Share Acquisition Act.
(2) Derived from Schedules 13DA, dated October 3, 1994, submitted to the
Company. The five persons named are described as a group in such Schedules
13DA. The persons named reported ownership of the following shares: WIAF
Investors Co. (862,428); Melvin B. Chrein (88,400); Meryl J. Chrein
(128,100); Charles Alpert (25,000) and Marshall J. Chrein (18,200). Each
person reported sole voting and dispositive power with respect to the shares
owned by such person.
(3) Includes 25,445 shares owned by a trust established by his late wife of
which Mr. Matthews is a permitted beneficiary.
(4) Includes 3,333 shares which may be purchased upon the exercise of options.
(5) Includes 1,333 shares which may be purchased upon the exercise of options.
(6) Includes 1,333 shares which may be purchased upon the exercise of options.
(7) Includes 2,000 shares which may be purchased upon the exercise of options.
(8) Includes 2,000 shares which may be purchased upon the exercise of options.
(9) See notes (3), (4), (5), (6), (7) and (8) above.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
directors, executive officers and stockholders who own more than 10% of the
outstanding common stock of the Company to file with the Securities and Exchange
Commission and NASDAQ reports of ownership and changes in ownership of voting
securities of the Company and to furnish copies of such reports to the Company.
To the Company's knowledge, based solely on review of the copies of such reports
furnished to the Company, during the fiscal year ended September 30, 1995 or
written representations in certain cases, all Section 16(a) filing requirements
were complied with except that one report was not timely filed.
-5-
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table and notes present the compensation provided by the
Company during the last three fiscal years to its chief executive officer and
the four most highly compensated executive officers of the Company (other than
the chief executive officer) who were serving as executive officers at the
Company's fiscal year end of September 30, 1995.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------
AWARDS
---------------------- PAYOUTS
ANNUAL COMPENSATION RESTRICTED SECURITIES -------
--------------------------------------- STOCK UNDERLYING LTIP
NAME AND OTHER ANNUAL AWARD(S) OPTIONS/ PAYOUTS
PRINCIPAL POSITION YEAR(1) SALARY($) BONUS($) COMPENSATION($)(2) $ SARS (#) $
- ------------------------------------------ ------- --------- -------- ------------------ ---------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert E. Quinn 1995 151,673 200 35,000 -- 30,000 --
President 1994 131,000 -- -- -- -- --
1993 131,000 -- -- -- -- --
George J. Matthews(3) 1995 350,000 -- -- -- -- --
Chairman of Board of 1994 350,000 -- -- -- -- --
Directors, CEO and 1993 350,000 -- -- -- -- --
Treasurer
Wilson B. Tuffin(4) 1995 172,039 3,800 -- -- -- --
Vice Chairman of the 1994 210,000 -- -- -- -- --
Board of Directors 1993 210,000 -- -- -- -- --
and Consultant
James M. Spiezio 1995 113,270 10,830 -- -- 6,000 --
Vice President, 1994 105,987 -- -- -- 2,500 --
Finance & 1993 89,780 -- -- -- -- --
Administration
William T. Nachtrab 1995 103,703 10,830 -- -- 6,000 --
Vice President, 1994 103,558 -- -- -- 2,500 --
Technology 1993 103,558 -- -- -- -- --
<CAPTION>
NAME AND ALL OTHER
PRINCIPAL POSITION COMPENSATION($)
- ------------------------------------------ ---------------
<S> <C>
Robert E. Quinn --
President --
--
George J. Matthews(3) --
Chairman of Board of --
Directors, CEO and --
Treasurer
Wilson B. Tuffin(4) --
Vice Chairman of the --
Board of Directors --
and Consultant
James M. Spiezio --
Vice President, --
Finance & --
Administration
William T. Nachtrab --
Vice President, --
Technology --
</TABLE>
(1) The Company's fiscal year ends on September 30th of each year.
(2) Excludes perquisites in amounts less than the threshold level required for
reporting.
(3) Mr. Matthews is assigned as a consultant to the Company pursuant to a
management agreement between Matthews Associates Limited and the Company.
All compensation under the agreement is paid by the Company to Matthews
Associates Limited. See "Executive Agreements -- Management Agreement with
Matthews Associates Limited."
(4) Mr. Tuffin's compensation for the fiscal year ended September 30, 1995 was
determined pursuant to his Employment and Consulting Agreement. See
"Executive Agreements -- Employment Agreement with Mr. Tuffin."
OPTION GRANTS IN LAST FISCAL YEAR
The following table shows all options granted to each of the named executive
officers of the Company during the fiscal year ended September 30, 1995 and the
potential value of stock price appreciation rates, 5% and 10%, over the ten year
term of the options. The 5% and 10% rates of appreciation are not intended to
forecast future
-6-
<PAGE>
actual appreciation, if any, in the Company's stock prices. The Company did not
use an alternative present value formula because the Company is not aware of any
such formula that can determine with reasonable accuracy the present value based
on future unknown or volatile factors.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------- POTENTIAL REALIZABLE VALUE AT ASSUMED
$ OF TOTAL ANNUAL RATES OF STOCK PRICE
NUMBER OF OPTION/SARS APPRECIATION FOR OPTION TERM (5)
SECURITIES GRANTED TO ------------------------------------------
UNDERLYING EMPLOYEES EXERCISE OR
OPTION/SARS IN FISCAL BAS PRICE
NAME GRANTED (#) YEAR ($/SH) (4) EXP. DATE 5%($) 10%($)
- ---------------------------------------------- ----------- ----------- ----------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Robert E. Quinn 10,000(1) 13.50 11/16/2004 84,900 215,155
20,000(2) 36% 12.25 08/01/2005 183,923 390,467
George J. Matthews 10,000(2) 12% 12.25 08/01/2005 77,040 195,233
Wilson B. Tuffin 5,000(2) 6% 12.25 08/01/2005 38,520 97,616
James M. Spiezio 1,000(3) 14.00 12/14/2004 9,805 22,313
5,000(2) 7% 12.25 08/01/2005 38,520 97,616
William T. Nachtrab 1,000(3) 14.00 12/14/2004 8,805 22,312
5,000(2) 7% 12.25 08/01/2005 38,520 97,616
</TABLE>
(1) These options were first exercisable on November 16, 1995 at which time the
options were 33% vested with options vesting in additional 33% increments in
two annual installments commencing on November 16, 1996.
(2) These options are first exercisable on August 1, 1996 at which time the
options will be 33% vested with options vesting in additional 33% increments
in two annual installments commencing on August 1, 1997.
(3) These options were first exercisable on December 14, 1995 at which time the
options were 33% vested with options vesting in additional 33% increments in
two annual installments commencing on December 14, 1996.
(4) The exercise price per share is the market price of the underlying Common
Stock on the date of grant.
(5) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based upon assumed rates of share price appreciation set by the
Securities and Exchange Commission of five percent and ten percent
compounded annually from the date the respective options were granted to
their expiration date. The gains shown are net of the option exercise price,
but do not include deductions for taxes of the options exercise price, but
do not include deductions for taxes or other expenses associated with the
exercise. Actual gains, if any, are dependent on the performance of the
Common Stock and the date on which the option is exercised. There can be no
assurance that the amounts reflected will be achieved.
-7-
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth information with respect to the exercise of
options by the executive officers named in the Summary Compensation Table during
the last fiscal year and unexercised options held as of the end of the fiscal
year.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FY-END (#) AT FY-END(2)
SHARES ACQUIRED VALUE REALIZED -------------------------- --------------------------
NAME ON EXERCISE (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------- --------------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert E. Quinn 5,000 41,250 3,333 26,667 0 25,000
1,000 6,500
George J. Matthews 26,350 155,025 0 10,000 0 12,500
2,000 15,750
500 4,500
Wilson B. Tuffin 23,850 196,763 0 5,000 0 6,250
James W. Spiezio 1,000 6,250 2,000 6,500 11,452 11,973
William T. Nachtrab 1,000 6,250 2,000 6,500 11,452 11,993
</TABLE>
(1) Value realized equals fair market value on the date of exercise, less the
exercise price, times the number of shares acquired, without deducting taxes
or commissions paid by employee.
(2) Value of unexercised options equals fair market value of the shares
underlying in-the-money options at September 30, 1995 ($13.50 per share),
less the exercise price, times the number of options outstanding.
PENSION PLAN TABLE
The following table sets forth the aggregate annual benefit payable upon
retirement at normal retirement age for each level of remuneration specified at
the listed years of service.
<TABLE>
<CAPTION>
30 OR
REMUNERATION 15 20 25 MORE
------------ ------- ------- ------- ---------
<S> <C> <C> <C> <C>
$100,000 23,520 31,360 39,220 47,040
150,000 38,520 51,360 64,200 77,040
200,000 53,520 71,360 89,200 107,040
300,000 83,520 111,360 139,200 167,040
400,000 113,520 151,360 189,200 227,040
500,000 143,520 191,360 239,200 287,040
</TABLE>
The Company has a defined benefit plan (the "Pension Plan") designed to
provide retirement benefits for employees and ancillary benefits to their
beneficiaries, joint annuitants and spouses. All employees of the Company become
participants in the Pension Plan after attaining the later of age 21 or a year
of service with the Company. The Pension Plan provides retirement benefits based
on years of service and compensation. An employee's benefits under the Pension
Plan generally become fully vested after five years of service. At normal
retirement (the later of age 65 and five years of Plan participation),
participants are entitled to a monthly benefit for the remainder of their life
in an amount equal to one-twelfth of the sum of their "Annual Credits" for their
last 30 years or lesser period of employment with the Company and its
predecessors. An employee's "Annual Credit" is 1.25% of the portion of his
annual compensation that is subject to Social Security tax and two percent (2%)
of the balance of his annual compensation. Participants with five years of
service are entitled to retirement at age 55, but the monthly benefit payable
under the Pension Plan is reduced by 0.5% for each month that early retirement
precedes normal retirement but not to less than $100 per month if the
Participant has ten or more years of service. The surviving spouse of a retiree
under the Plan is entitled to receive benefits equal to one-half the amount the
retiree had been receiving. Alternative benefit payments that are equivalent to
the benefit
-8-
<PAGE>
described above are also available to participants. Benefits payable under the
plan are not reduced by Socal Security payments to the retiree. Amounts shown
assume benefits commence at age 65. Benefit amounts shown are straight-life
annuities. The executive officers named in the Summary Compensation Table have
the following years of credited service for pension plan purposes: Robert E.
Quinn-20 years; Wilson B. Tuffin-22 years; James M. Spiezio-10 years; and
William Nachtrab-6 years. On February 1, 1995, Mr. Tuffin began to receive
benefit payments under the Pension Plan. Mr. Matthews does not participate in
the Pension Plan.
EXECUTIVE AGREEMENTS
EMPLOYMENT AGREEMENT WITH MR. TUFFIN
In November 1994, the Company entered into an employment and consulting
agreement (the "Employment and Consulting Agreement") with Mr. Tuffin. Pursuant
to the Employment and Consulting Agreement, Mr. Tuffin received initial
compensation at the annual rate of $210,000 through January 1995, and will
receive $105,000 as a consultant thereafter, subject to such annual increases as
the Board of Directors may from time to time determine. The Employment and
Consulting Agreement amends and supersedes the employment agreement which Mr.
Tuffin had previously entered into with the Company.
MANAGEMENT AGREEMENT WITH MATTHEWS ASSOCIATES LIMITED
The Company has entered into a management agreement with Matthews Associates
Limited, a Massachusetts corporation ("MAL"), of which Mr. George J. Matthews,
Director and Chairman of the Board of Directors of the Company, is sole owner.
The agreement expires on February 28, 1999, subject to renewal thereafter from
year to year. Pursuant to the agreement, Matthews Associates Limited provides
professional management services as a consultant to the Company through a senior
executive whose duties include (i) financial management, (ii) serving, subject
to election, as a director, as Chairman of the Board of Directors and as an
officer of the Company and (iii) marketing and other advice to the Company
including placement and modification of financing and contact with major
customers, suppliers and governmental agencies. Mr. Matthews is the senior
executive assigned to the Company under the agreement. Under the management
agreement, Mr. Matthews devotes approximately 30 hours per week to the Company.
MAL was paid $350,000 by the Company in fiscal 1995 for services under the
management agreement and is to be paid a minimum of $350,000 in fiscal 1996 for
all services under the agreement. The management agreement provides that the
Company may terminate the agreement if a majority of the directors determines in
good faith that the MAL representative has willfully refused to perform any
services under the management agreement or has been convicted of a crime of
moral turpitude, and in such event or in the event of termination by MAL without
"good reason" as defined therein, the obligation of the Company to make future
payments to MAL shall cease. The management agreement may be terminated by MAL
for "good reason" as defined therein. In the event of termination by MAL for
"good reason" or in the event of termination by the Company for reasons other
than those described above, the Company is obligated to pay to MAL all of the
amounts due under the agreement for the remaining term. In the event of
termination by MAL without "good reason," the Company is obligated to continue
to make payment to MAL for one year from the date of such termination. In the
event of Mr. Matthew's death, the management agreement automatically terminates
and the Company is obligated to continue to make payments to the estate of Mr.
Matthews for the lesser of one year from such termination or the end of the
scheduled term of the agreement.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended September 30, 1995, the Board of Directors of
the Company was responsible for establishing executive compensation (other than
stock option compensation). Messrs. Quinn and Matthews
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<PAGE>
participated in the deliberations of the Company's Board of Directors concerning
executive officer compensation. No executive officer of the Company served as a
director or member of a compensation committee, or its equivalent, of another
entity, one of whose executive officers served as director of the Company.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE FUTURE FILINGS,
INCLUDING THIS PROXY STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING REPORT ON
COMPENSATION AND THE STOCK PERFORMANCE GRAPH CONTAINED ELSEWHERE HEREIN SHALL
NOT BE INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS NOR SHALL THEY BE DEEMED
TO BE SOLICITING MATERIAL OR DEEMED FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
REPORT OF THE BOARD OF DIRECTORS AND STOCK OPTION COMMITTEE
ON EXECUTIVE COMPENSATION
During the fiscal year ended September 30, 1995, the Board of Directors of
the Company was responsible for establishing and administering the policies
which govern annual compensation (other than stock option compensation) for the
Company's executive officers. The Stock Option Committee was responsible for
considering stock option compensation for the Company's executive officers.
OVERVIEW
The Board of Directors has historically established levels of executive
compensation that provide for a base salary intended to allow the Company to
hire, motivate and retain qualified executive officers. From time to time, the
Board has also, on occasion, approved annual cash incentive bonuses based on the
Company's performance or on the performance of the executive in question. In
fiscal 1995, the Board approved cash incentive bonuses to certain executive
officers based on their performance. From time to time, the Stock Option
Committee also grants stock options to executive officers and key employees in
order to bring the stockholders' interests more sharply into the focus of such
officers and employees.
The Board of Directors establishes the annual salary and bonus of each of
the executive officers other than the Chief Executive Officer, based on the
recommendations made by the Chief Executive Officer. In determining the
recommendations for salary and bonus for each of the other executive officers,
the Chief Executive Officer considers each officer's individual performance,
attainment of individual goals and the contribution to the overall attainment of
the Company's goals.
STOCK OPTIONS AND OTHER COMPENSATION
Long term incentive compensation for executive officers consists exclusively
of stock options granted under the Company's Employees' Stock Option Plan and
Non-Qualified Stock Option Plan (the "Plans"). Executive officers as well as
other key employees of the Company participate in the Plans. During fiscal 1995,
the Stock Option Committee granted options only to certain newly appointed
executive officers and those executive officers whose duties and
responsibilities had increased since the prior fiscal year as a result of
promotions or departmental restructuring. The Company also believes that its
Pension Plan is an attractive feature for all employees.
BASIS FOR THE COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The compensation of Mr. Matthews, the Company's Chief Executive Officer
during fiscal 1995, was determined pursuant to a management agreement between
Matthews Associates Limited and the Company. All compensation under the
agreement is paid by the Company to Matthews Associates Limited. See "Executive
Agreements -- Management Agreement with Matthews Associates Limited."
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THE BOARD OF DIRECTORS
George J. Matthews
Robert E. Quinn
Wilson B. Tuffin
Kenneth A. Smith
Frank H. Brenton
STOCK OPTION COMMITTEE
Kenneth A. Smith
Frank H. Brenton
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
Set forth below is a line graph comparing the five-year cumulative total
return of the Company's Common Stock against the cumulative total return of the
NASDAQ Stock Market (U.S.) Index and the Dow Jones Aerospace and Defense Index.
Cumulative total return is measured assuming an initial investment of $100 and
reinvestment of dividends.
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<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG NUCLEAR METALS, INC., THE NASDAQ STOCK MARKET-US INDEX
AND THE DOW JONES AEROSPACE & DEFENSE INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
NUCLEAR METALS, INC. NASDAQ STOCK MARKET-US DOW JONES AEROSPACE & DEFENSE
<S> <C> <C> <C>
9/90 100 100 100
9/91 90 157 134
9/92 85 176 124
9/93 93 231 170
9/94 296 233 200
9/95 171 321 319
</TABLE>
* $100 INVESTED ON 09/30/90 IN STOCK OR INDEX -- INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING SEPTEMBER 30.
PROPOSAL NO. 2 -- AUTHORIZATION OF 1,000,000 SHARES OF PREFERRED STOCK
By written consent dated March 4, 1996, the Board of Directors of the
Company approved an amendment to the Company's Articles of Organization to
authorize the issuance of up to one million (1,000,000) shares of Preferred
Stock of the Company, $.10 par value per share. The Board of Directors believes
this amendment is necessary to provide the Company with the flexibility to
effect future equity financings within institutional and other investors who may
wish to purchase senior equity securities. The Company believes that the ability
to issue equity securities which are senior to its common stock may permit it to
avoid debt offerings as a means of raising funds. Although the Company has no
present intention of issuing any shares of Preferred Stock, the issuance of
shares of Preferred Stock may result in dilution to the Company's then existing
stockholders. The terms of the Preferred Stock to be authorized, including
dividend or interest rates, conversion prices, voting rights, redemptions,
preferences and similar matters that could adversely affect the voting power or
other rights of the holders of the Company's Common Stock will be determined by
the Board of Directors of the Company at the time an offering thereof is
contemplated, without further stockholder approval unless otherwise prescribed
by the law or
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the rules of any applicable exchanges. In the event of issuance, the Preferred
Stock could be utilized, under certain circumstances, as a method of
discouraging, delaying or preventing a change in control of the Company. The
Board of Directors is not presently aware of any specific efforts to obtain
control of the Company.
The authorized capital stock of the Company currently consists of 3,000,000
shares of Common Stock, $0.10 par value. Holders of Common Stock are entitled to
one vote for each share held on all matters submitted to a vote of the
stockholders. Accordingly, holders of a majority of the shares of Common Stock
entitled to vote in any election of directors may elect all of the directors
standing for election. The Articles of Organization and By-laws of the Company
do not grant the holders of Common Stock any preemptive rights or the right to
accumulate votes for the election of directors. Holders of Common Stock have no
preemptive, subscription or conversion rights. Holders of Common Stock are
entitled to receive dividends when, as and if they are declared by the Board of
Directors out of funds legally available therefor, subject to any preferential
dividend rights of, and any sinking fund or redemption or purchase rights with
respect to, any shares of Preferred Stock which may be issued and outstanding
from time to time. In the event of voluntary or involuntary liquidation,
distribution, dissolution or winding up of the Company, the holders of Common
Stock shall be entitled to receive all of the remaining assets of the Company,
ratably and in proportion to the shares of Common Stock held by them, available
after distribution in full of preferential amounts, if any, to be distributed to
holders of Preferred Stock. The rights, preferences and privileges of holders of
Common Stock will be subject to, and may be adversely affected by, the rights of
holders of shares of the Company's Preferred Stock, if authorized.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR IF THE PROPOSAL TO RATIFY AND
APPROVE THE AMENDMENT TO THE COMPANY'S ARTICLES OF ORGANIZATION TO AUTHORIZE THE
ISSUANCE OF UP TO 1,000,000 SHARES OF PREFERRED STOCK.
PROPOSAL NO. 3 -- APPROVAL OF DIRECTORS' STOCK OPTION PLAN
On November 20, 1995, the Board of Directors adopted a Director's Stock
Option Plan (the "Plan") in order to enhance the Company's ability to attract
and retain skilled and competent members of its Board of Directors. The Plan was
adopted by the Board of Directors to replace the Company's prior Directors'
Stock Option Plan which expired on August 31, 1995. Only outside
(non-management) directors of the Company and its subsidiaries are eligible to
receive options under the Plan, which currently consists of three individuals,
and the maximum number of shares as to which such directors' options may be
granted is 35,000 shares (subject to adjustments for stock splits, stock
dividends and the like). Pursuant to the Plan, each director eligible to
participate in the Plan, upon first election to office at the annual meeting of
stockholders and for each subsequent period of three years of service, receives
an option to purchase 1,000 shares of Common Stock of the Company at an exercise
price equal to fair market value on the date of grant.
The Plan will be administered by a Stock Option Committee (the "Committee")
selected from time to time by the Board of Directors and initially consisting of
the entire Board of Directors of the Corporation. Subject to the express
provisions of the Plan, the Committee shall supervise and administer the Plan
and grant all options hereunder.
The Plan became effective on November 20, 1995 and shall terminate on
November 20, 2000 unless sooner terminated by the Board of Directors. Options
may be granted under the Plan at any time and from time to time prior to its
termination. Any option outstanding under the Plan at the time of the
termination or a suspension of the Plan shall remain in effect until such option
shall have been exercised or shall have expired in accordance with its terms and
conditions.
Options granted under the Plan are exercisable for a period of ten years and
vest over a three-year period. There is currently no way to determine either (i)
the likely participation of individuals in the Plan, or (ii) the amounts that
will be received or allocated to such individuals under the Plan.
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<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO RATIFY
THE ADOPTION OF THE DIRECTORS' STOCK OPTION PLAN.
PROPOSAL NO. 4 -- RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Arthur Andersen LLP as
auditors of the Company for the fiscal year ending September 30, 1996 and has
further directed that management submit the selection of auditors for
ratification by the stockholders. Arthur Andersen LLP were the Company's
auditors for the fiscal year ended September 30, 1995.
Representatives of Arthur Andersen LLP are expected to be present at the
meeting, with the opportunity to make a statement if they desire to do so, and
are expected to be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO RATIFY
THE CHOICE OF ARTHUR ANDERSEN LLP AS THE COMPANY'S AUDITORS.
MASSACHUSETTS CONTROL SHARE ACQUISITION ACT
The Company is subject to Chapter 110D of the Massachusetts General Laws
which governs "control share acquisitions," which are acquisitions of beneficial
ownership of shares which would raise the voting power of the acquiring
person(1) above any one of three thresholds: one-fifth, one-third or one-half of
the total voting power. Each time one of these thresholds is crossed, all shares
acquired by the person making the control share acquisition within 90 days
before or after such threshold is crossed, obtain voting rights only upon the
authorization from a majority of the stockholders other than the person
acquiring such shares, officers of the Company and those directors of the
Company who also are employees.
Based on certain filings made with the SEC on Schedule 13D and certain
amendments thereto, the Company believes that certain control share acquisitions
have occurred and that the members of the group which effected such control
share acquisitions, namely Wiaf Investors Co., Charles Alpert, Joseph Alpert,
Melvin B. Chrein, Meryl J. Chrein, and Marshall J. Chrein (collectively the
"Investor Group") are the holders of 878,630 shares (the 'Affected Shares")
which were acquired in control share acquisitions (within the meaning of Chapter
110D) and accordingly will have no voting rights unless or until such voting
rights are authorized as described above. The members of the Investor Group are
authorized to deliver to the Company a control share acquisition statement in
accordance with the provisions of Section 3 of Chapter 110D and to demand that
the Board of Directors of the Company call a special meeting for the purpose of
considering whether voting rights shall be authorized for the Affected Shares.
No control share acquisition statement has been delivered to the Company and no
such demand has been made. Accordingly, the Company has not called such a
special meeting and the question of authorization of voting rights for the
Affected Shares will not be considered at the Annual Meeting.
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(1) Under Chapter 110D, the term "person" includes any "associate" of such
person. An "associate" is defined to include: (a) a person who is in direct or
indirect control relationship with the person; (b) any corporation or
organization in which the person is an officer, director or partner or performs
a similar function; (c) a beneficial owner of ten percent (10%) or more of any
class of equity securities of the person; (d) any trust or estate in which the
person has a beneficial interest not represented by transferable shares or as to
which the person serves as a trustee or in a similar fiduciary capacity; or (e)
any relative or spouse of the person (or relative of the person's spouse) having
the same residence as the person. "Beneficial ownership" is defined as "the sole
or shared power to dispose or direct the disposition of shares or the sole or
shared power to vote or direct the voting of shares, whether such power is
direct or indirect or through any contract, arrangement, understanding,
relationship or otherwise."
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<PAGE>
Pursuant to Section 7 of Chapter 110D, if the question of voting rights for
the Affected Shares is, at some later date, presented to the Company's
stockholders for their consideration, if voting rights are authorized for the
Affected Shares and it is determined that the person making a control share
acquisition has acquired beneficial ownership of shares that, when added to all
other shares of the Company beneficially owned by such person, entitles such
person to vote, or direct voting of, shares of the Company having a majority or
more of all voting power in the election of directors, each stockholder of
record of the Company other than the person making such control share
acquisition, who does not vote in favor of authorizing voting rights for the
shares acquired in such control share acquisition may demand payment for his
stock in an appraisal in accordance with the provisions of Section 86 to 98,
inclusive, of Chapter 156B of the Massachusetts General Laws. Such appraisal
rights would only become operative in the event that the members of the Investor
Group were to demand that the stockholders consider authorization of voting
rights for the Affected Shares and such authorization were granted. At this
time, because no control share acquisition statement has been delivered to the
Company, the Company has not determined whether a control share acquisition has
occurred which might result in such appraisal rights being available as
described above; however, the members of the Investor Group have made filings
with the SEC which indicate collective beneficial ownership of 37% of the
Company's outstanding shares.
The Company's stockholders, at a duly-constituted meeting, may also, by
amendment to the by-laws or the Articles of Organization, provide that the
provisions of Chapter 110D shall not apply to future control share acquisitions
of the Company. Management currently has no plans to propose such an amendment.
FINANCIAL STATEMENTS
The Annual Report of the Company, including financial statements of the
Company for the fiscal year ended September 30, 1995, was mailed to stockholders
of record of the Company on March 5, 1996. Concurrent with the distribution of
this proxy statement, stockholders of the record on March 11, 1996 who were not
included in the distribution of the Annual Report on March 5, 1996 will receive
concurrently with this proxy statement a copy of the Annual Report.
COST OF SOLICITING PROXIES
The cost of soliciting proxies and the cost of the Annual Meeting will be
borne by the Company. In addition to the solicitation of proxies by mail,
proxies may be solicited by personal interview, telephone and similar means by
directors, officers or employees of the Company, none of whom will be specially
compensated for such activities. The Company also intends to request that
brokers, banks and other nominees solicit proxies from their principals and will
pay such brokers, banks and other nominees certain expenses incurred by them for
such activities. The Company has retained Georgeson & Company, Inc., a proxy
soliciting firm, to assist in the solicitation of proxies, for an estimated fee
of $5,000, plus reimbursement of certain out-of- pocket expenses.
STOCKHOLDER PROPOSALS FOR THE 1997 ANNUAL MEETING
Any stockholder desiring to present a proposal for consideration at the
Company's 1997 annual meeting of stockholders, scheduled to be held on or about
February 5, 1997, and included in the Company's proxy statement, must submit the
proposal to the Company so that it is received at the executive offices of the
Company not later than September 6, 1996. Any stockholder desiring to submit a
proposal should consult applicable regulations of the Securities and Exchange
Commission.
OTHER MATTERS
As of the date of this proxy statement, management of the Company knows of
no matter not specifically referred to above as to which any action is expected
to be taken at the meeting of stockholders. It is intended,
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<PAGE>
however, that the persons named as proxies will vote the proxies, insofar as the
same are not instructed to the contrary, in regard to such other matters and the
transaction of such other business as may properly be brought before the
meeting, as seems to them to be in the best interests of the Company and its
stockholders.
FORM 10-K AVAILABLE
THE ANNUAL REPORT OF THE COMPANY FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K, WHICH INCLUDES CONSOLIDATED FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES FOR THE COMPANY AND ITS SUBSIDIARIES, IS AVAILABLE
TO STOCKHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO THE VICE
PRESIDENT/FINANCE AND ADMINISTRATION OF THE COMPANY AT 2229 MAIN STREET,
CONCORD, MASSACHUSETTS 01742.
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<PAGE>
APPENDIX A
NUCLEAR METALS, INC.
DIRECTORS' STOCK OPTION PLAN
The Nuclear Metals, Inc. Directors' Stock Option Plan as adopted November
20, 1995:
1. PURPOSE AND ELIGIBILITY
The purpose of this Plan is to enhance the ability of NUCLEAR METALS, INC.
(the "Corporation") to attract and retain skilled and competent members of its
Board of Directors. The class of persons eligible to receive options under the
Plan shall consist of all outside (non-management) directors of the Corporation
and its subsidiaries.
2. MAXIMUM NUMBER OF SHARES TO BE OPTIONED
The maximum number of shares of common stock which may be optioned and sold
under this Plan is 35,000 shares of common stock of the Corporation (the "Common
Stock"), except as such number of shares shall be adjusted in accordance with
provisions of Section 5 hereof. Such shares shall be shares of the authorized
but unissued common stock or shares of Common Stock purchased as treasury stock
as may from time to time be determined by the Board of Directors of the
Corporation. Any shares which are reserved for issuance upon the exercise of an
option and which for any reason are not so issued may after the expiration of
the option, again be optioned under this Plan.
3. ADMINISTRATION OF THE PLAN
This Plan shall be administered by a Stock Option Committee (the
"Committee") selected from time to time by the Board of Directors and initially
consisting of the entire Board of Directors of the Corporation. Subject to the
express provisions of this Plan, the Committee shall supervise and administer
this Plan and grant all options hereunder. The Committee shall have full
authority, consistently with this Plan from time to time to determine the
directors of the Corporation to receive options under this Plan, the number of
shares to be subject to each option, and the time or times when each option may
be exercised in whole or in part; to determine the provisions of options to be
granted (which need not be identical); to construe and interpret this Plan and
such options; and to make all other determinations which it may deem necessary
and advisable for administering this Plan. All such actions and determinations
of the Committee shall be final, conclusive and binding upon all parties
interested.
No member of the Committee shall be liable for any action or determination
made by him in good faith.
4. TERMS AND CONDITIONS OF OPTIONS
Options granted under this Plan shall be evidenced by written agreements
subject to the following terms and conditions and not inconsistent therewith as
the Committee shall from time to time determine.
(a) OPTION PRICE
The Committee shall determine the purchase price under each option, provided
that (i) the purchase price under each option shall not be less than one hundred
(100%) percent and not more than one hundred and twenty-five (125%) percent of
the fair market value of the common stock on the date the option is granted,
(ii) the fair market value shall be determined by the Committee (provisions are
made in Section 5 for adjustment of the price in certain events).
(b) PERIOD OF OPTIONS
The period during which an option may be exercised shall be determined by
the Committee, but shall be for a period of not more than ten years from the
date such option is granted. Such period may be reduced only as specifically
provided in this Plan.
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(c) EXERCISE OF OPTIONS
Each option may provide that it may not be exercised for a specific period
after the date of the granting of the option as the Stock Option Committee in
each case may determine. Shares which may be purchased in any one year and are
not purchased in full may be purchased in any subsequent year during the period
of the option.
(d) PAYMENT FOR AND DELIVERY OF STOCK
Payment for shares purchased upon exercise of an option shall be made in
full in cash, or in common stock of the Corporation, valued at fair market value
on the date of exercise. Certificates for fully paid shares shall be issued in
the name of the optionee as the Corporation from time to time receives payment
in full for the purpose price thereof.
The Corporation shall not be obligated to deliver any shares of stock until
there has been compliance with any federal or State laws or regulations which
the Corporation may deem applicable.
No holder of any option or his legal representatives, legatees or
distributees, as the case may be, will be, or will be deemed to be a holder of
any shares subject to an option unless and until certificates for such shares
are issued to him or them under the provisions of this Plan.
(e) NON-TRANSFERABILITY OF OPTIONS
No option under the Plan shall be transferable, and except as otherwise
provided herein, options shall be exercisable only by the optionee. No option
shall be subject to execution, attachment or similar process.
(f) PURCHASE FOR INVESTMENT
At the time each option is exercised, the optionee shall represent in
writing to the Corporation that he is of full age and that stock purchased by
him under the option is to be and is being purchased for investment and not with
a view to the distribution thereof.
(g) EFFECT OF DEATH
If an optionee dies at a time when he is entitled to exercise an option,
then at any time or times within twelve months after his death, but in no event
after ten years from the date such option is granted, such option may be
exercised, as to all or any of the shares which the optionee was entitled to
purchase and had not purchased at the time of his death, by his executor or
administrator or the person or persons to whom the option is transferred by will
or the applicable laws of descent and distribution, and except as so exercised
such option shall expire at the end of such twelve months or at the end of such
ten years, whichever is earlier, provided however, any such exercise of such an
option shall be expressly subject to any restrictions on transfer of stock of
the Corporation found in the Articles of Organization and the executor,
administrator or person or persons so exercising said option shall be required
to comply with any restrictions on transfer of stock of the Corporation in the
same manner as if the optionee had died owning stock of the Corporation.
5. ADJUSTMENT IN NUMBER OF SHARES AND PURCHASE PRICE
The aggregate number of shares of common stock on which options may be
granted hereunder, the number of shares of common stock covered by each such
option, shall all be appropriately and equitably adjusted by the Board of
Directors in it discretion to prevent dilution or any enlargement of rights
under such option, by reason of any increase or decrease in the number of issued
shares of common stock resulting from a subdivision or consolidation of shares
or capital readjustment, or the payment of a stock dividend or other increase or
decrease in such shares effected without receipt of compensation by the
Corporation. Any fractional shares resulting from any such adjustment shall be
eliminated from the option.
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<PAGE>
Subject to any required action by the stockholders, if the Corporation shall
be the surviving corporation in any merger or consolidation, any option granted
hereunder shall cover the securities to which a holder of the number of shares
of common stock covered by the option would have been entitled; but a sale of
substantially all the assets of the Corporation, or a dissolution or liquidation
of the Corporation, or a merger or consolidation in which the Corporation is not
the surviving corporation, shall cause (i) all outstanding options hereunder to
become exercisable in full effective as of the date of such sale, dissolution,
liquidation, merger or consolidation, and (ii) all outstanding options hereunder
immediately thereafter to terminate.
6. AMENDMENT AND TERMINATION
The Board of Directors may at any time amend, suspend or terminate this
Plan. No action by the Board of Directors may, except as provided in Section 5,
without the consent of the holder of an existing option, materially and
adversely affect his rights under such option.
7. DURATION OF THE PLAN
This Plan became effective on November 20, 1995 and shall terminate on
November 20, 2000 unless sooner terminated by the Board of Directors. Options
may be granted under this Plan at any time and from time to time prior to its
termination. Any option outstanding under this Plan at the time of the
termination or a suspension of this Plan shall remain in effect until such
option shall have been exercised or shall have expired in accordance with its
terms and conditions.
DATED: November 20, 1995
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<PAGE>
APPENDIX B
NUCLEAR METALS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints George J. Matthews and Robert E. Quinn, or
either or them, as Proxies, each with the power to appoint his or her
substitute, and hereby authorizes them to represent and to vote, as designated
below, all the shares of Common Stock of Nuclear Metals, Inc. held of record by
the undersigned on March 11, 1996, at the annual meeting of shareholders to be
held on May 1, 1996, or any adjournment thereof.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this proxy will be voted
"FOR" proposals 1, 2, 3 and 4.
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PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
Please sign this proxy exactly as your name appears on the books of the
Corporation. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, this signature should
be that of an authorized officer who should state his or her title.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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<PAGE>
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
1) Election of Directors.
/ / For / / Withhold / / For All Except
George J. Matthews, Wilson B. Tuffin, Robert E. Quinn, Frank
H. Brenton and Kenneth A. Smith
If you do not wish your shares voted "For" a particular
nominee, mark the "For All Except" box and strike a line
through that nominee's name. Your shares will be voted for
the remaining nominees(s).
RECORD DATE SHARES:
2) To amend the Company's Articles of Organization to provide
that the Company shall have authority to issue one million
(1,000,000) shares of Preferred Stock.
/ / For / / Withhold / / For All Except
3) To approve the adoption by the Board of Directors of the
Directors' Stock Option Plan.
/ / For / / Withhold / / For All Except
4) To ratify appointment of Arthur Andersen LLP as auditors for
the Company.
/ / For / / Withhold / / For All Except
5) In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting.
Mark box at right if comments or address change have / /
been noted on the reverse side of this card.
--------------
Please be sure to sign and date this Proxy. Date
----------------------------------------------------------------
----------------------------------------------------------------
Shareholder sign here Co-owner
sign here
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<PAGE>
NUCLEAR METALS, INC.
Dear Shareholder:
Please take note of the important information enclosed with this Proxy Ballot.
There are a number of issues related to the management and operation of your
Corporation that require your immediate attention and approval. These are
discussed in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on the proxy card to indicate how your shares shall be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders held on
May 1, 1996.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Nuclear Metals, Inc.
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<PAGE>
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 Section 240.14a-11(c) or
Section 240.14a-12
Nuclear Metals, Inc.
----------------------------------------------------------------
(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):
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