SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant / X /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ X / Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
MAXWELL TECHNOLOGIES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MAXWELL TECHNOLOGIES, INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of Filing Fee (Check appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2), or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i) (3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which 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:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
/ X / 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:
<PAGE>
MAXWELL TECHNOLOGIES, INC.
8888 Balboa Avenue
San Diego, California 92123
To The Stockholders of
Maxwell Technologies, Inc.
The Board of Directors of Maxwell Technologies, Inc. is seeking the
approval of its shareholders by written consent in lieu of a meeting of a
proposed amendment to the Company's Certificate of Incorporation to increase
the Company's authorized shares of Common Stock from 5,000,000 shares to
20,000,000 shares. No meeting of stockholders is being held in connection with
this consent solicitation.
Stockholders of record on October 4, 1996, are entitled to submit
consents. The Consent Solicitation Statement on the following pages describes
the matter being presented to the shareholders.
The Board of Directors unanimously recommends that shareholders vote
FOR the amendment authorizing the increase in the number of shares of Common
Stock.
Please sign, date and return your consent in the enclosed envelope as
soon as possible. If you submit a properly executed consent within sixty (60)
days of the delivery of the first dated consent delivered to the Company, your
stock will be voted in favor of the proposed amendment. Any other action by
you will have the practical effect of voting against the proposed amendment.
By Order of the Board of Directors,
Donald M. Roberts
Secretary
Dated: October 17, 1996
<PAGE>
MAXWELL TECHNOLOGIES, INC.
8888 Balboa Avenue
San Diego, California 92123
CONSENT SOLICITATION STATEMENT
INFORMATION REGARDING CONSENTS
This consent solicitation statement and the accompanying form of
consent are furnished in connection with the solicitation of shareholder
consents by the Board of Directors of MAXWELL TECHNOLOGIES, INC. (the
"Company"), in lieu of a meeting of shareholders, in connection with a proposed
amendment to the Certificate of Incorporation of the Company (the "Consent
Solicitation"). Only shareholders of record on the books of the Company at
the close of business on October 4, 1996 (the "Record Date") will be entitled
to submit a consent. It is anticipated that these consent solicitation
materials will be mailed to shareholders on or about October 24, 1996.
The Company is incorporated in Delaware and is therefore subject to
the Delaware General Corporation Law (the "DGCL"). Section 228 of the DGCL
permits the shareholders of the Company to take action without a meeting if
consents in writing, setting forth the action so taken, are signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. The DGCL also
provides that the minimum necessary votes must be received by the Company
within 60 days of the date of the Company's receipt of the first such written
consent. Accordingly, if, within 60 days following the Company's receipt of
the first written consent approving the proposed amendment, the Company
receives executed consents approving the proposed amendment from the holders of
a majority of the issued and outstanding shares of Common Stock, and those
consents have not been revoked, the shareholders will be deemed to have
approved the proposed amendment.
All written consents received by the Company, regardless of when
dated, will expire unless valid, written, unrevoked consents constituting the
necessary vote for approval of the proposed amendment are received by the
Company within 60 days of the date of the Company's receipt of the first such
consent.
As required by the DGCL, if the proposed amendment is approved by the
shareholders, the Company will promptly notify those shareholders from whom
consents have not been received.
A consent executed by a shareholder may be revoked at any time
provided that a written, dated revocation is executed and delivered to the
Company prior to the time at which the Company has received written consents
sufficient to approve the proposed amendment. The Company intends to amend its
Certificate of Incorporation as soon as practicable following the receipt of
the necessary consents. A revocation may be in any written form validly signed
by the shareholder as long as it clearly states that the consent previously
given is no longer effective. The revocation should be addressed to Donald M.
Roberts, Secretary, Maxwell Technologies, Inc., 8888 Balboa Avenue, San Diego,
California 92121.
Only holders of record of the Company's common stock, par value $.10
per share (the "Common Stock"), at the close of business on October 4, 1996,
will be entitled to submit a consent on the accompanying form. On that date,
the Company had outstanding 2,932,229 shares of Common Stock. Each share of
Common Stock is entitled to one vote in the Consent Solicitation.
With respect to the proposed amendment, any action other than the
delivery of a properly executed consent within such sixty-day period,
including broker nonvotes, will have the practical effect of voting against the
amendment.
The Company will bear the entire cost of solicitation of consents,
including preparation, assembly, printing and mailing of this Consent
Solicitation Statement, the consent form and any additional information
furnished to shareholders. Copies of solicitation materials will be furnished
to banks, brokerage houses, fiduciaries and custodians holding in their names
shares of Common Stock beneficially owned by others to forward to such
beneficial owners. The Company may reimburse persons representing beneficial
owners of Common Stock for their costs of forwarding solicitation materials to
such beneficial owners. Original solicitation of consents by mail may be
supplemented by telephone, telegram or personal solicitation by directors,
officers or other regular employees of the Company. The Company may also
retain an outside firm to assist in the solicitation of consents. No
additional compensation will be paid to directors, officers or other regular
employees for such services.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Beneficial Ownership of Principal Shareholders
The following table sets forth, as of August 31, 1996, certain
information concerning the beneficial ownership of the Company's equity
securities of each person known by the Company to own beneficially five percent
or more of the Company's Common Stock, the Company's only outstanding class of
securities presently entitled to vote. A person is deemed to be the beneficial
owner of securities, whether or not he has any economic interest therein, if he
directly or indirectly has (or shares with others) voting or investment power
with respect to the securities or has the right to acquire such beneficial
ownership within sixty days.
Number of Shares
Name of of Common Stock Percent
Beneficial Owner Beneficially Owned (1) of Class
- ----------------------------- ------------------------ --------
The TCW Group, Inc 232,588 8.1%
865 South Figueroa Street
Los Angeles, California 90017
Dimensional Fund Advisors, Inc. (2) 179,306 6.2%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
______________
(1) Information with respect to beneficial ownership is based on information
furnished to the Company by each shareholder included in the table or included
in filings with the Securities and Exchange Commission.
(2) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 179,306 shares of the
Company's Common Stock as of June 30, 1996, all of which shares are held in
portfolios of DFA Investment Dimensions Group Inc., a registered open-end
investment company, or in a series of the DFA Investment Trust Company, a
Delaware Business Trust, or the DFA Group Trust and the DFA Participating
Group Trust, investment vehicles for qualified employee benefit plans, all of
which Dimensional Fund Advisors, Inc. serves as investment manager.
Dimensional disclaims beneficial ownership of all such shares. Dimensional has
sole dispositive power over all of such 179,306 shares and sole voting power
over 128,969 of such shares. Persons who are officers of Dimensional Fund
Advisors Inc. also serve as officers of DFA Investment Dimensions Group Inc.,
(the "Fund") and the DFA Investment Trust Company (The "Trust"), each an
open-end management investment company registered under the Investment
Company Act of 1940. In their capacity as officer of the Fund and the Trust,
these persons vote 29,446 additional shares which are owned by the Fund and
20,891 shares which are owned by the Trust (both included in Sole Dispositive
Power above).
Beneficial Ownership of Directors and Executive Officers
The following table sets forth, as of August 31, 1996, certain
information concerning the beneficial ownership of the equity securities of the
Company of (i) each director of the Company, (ii) each person serving as Chief
Executive Officer during fiscal year ended July 31, 1996 ("fiscal 1996"), the
other four most highly compensated executive officers of the Company who earned
in excess of $100,000 during fiscal 1996 and two former executive officers who
would have been among such four executive officers except that they ceased
serving as such prior to the end of fiscal 1996, and (iii) all directors and
executive officers of the Company as a group.
The percentages set forth in the following table as to each person's
ownership of the Company's Common Stock are based on the 2,876,858 shares
outstanding on August 31, 1996, plus any shares which may be acquired upon
exercise of stock options held by such person which are exercisable on or
within sixty days after August 31, 1996. Accordingly, the percentages are
based upon different denominators.
Number of Shares
Name and Address of of Common Stock Percent
Beneficial Owner Beneficially Owned(1) of Class
Lewis J. Colby, Jr. 15,915 (2) *
Adolphe G. Gueymard 18,667 (2)(3) *
Thomas B. Hayward 9,824 (2) *
Henry F. Owsley 36,461 (2) 1.3%
Karl M. Samuelian 11,579 (4) *
Donn A. Starry 8,667 (2) *
John W. Weil 15,612 (2) *
Kenneth F. Potashner 98,980 3.4%
Alan C. Kolb 97,248 (2) 3.3%
Kedar D. Pyatt, Jr. 35,788 (2) 1.2%
Sean M. Maloy 38,644 (2) 1.3%
Richard Eppel 13,735 (2) *
Richard Smith 12,500 (2) *
Donald M. Roberts 4,220 (2) *
Eduardo Waisman 14,700 (2) *
All Directors and Executive
Officers as a group
(18 persons) 446,744 (2) 14.6%
_______________________
* Less than 1% ownership.
(1) Information with respect to beneficial ownership is based on information
furnished to the Company by each shareholder included in the table.
Except as indicated in the notes to the table, each shareholder included
in the table has sole voting and dispositive power with respect to the
shares shown to be beneficially owned by such shareholder. The table may
not reflect limitations on voting power and investment power arising
under community property and similar laws.
(2) Includes the following numbers of shares acquirable under options which
were exercisable on or within sixty days after August 31, 1996: Alan C.
Kolb, 42,000; Kedar D. Pyatt, Jr., 4,680; Sean M. Maloy, 37,350; Donald M.
Roberts, 3,000; Richard E. Eppel, 10,860; Richard Smith, 7,500; Eduardo
Waisman, 14,700; Messrs. Gueymard, Samuelian, Hayward and Drs. Weil and
Colby, 8,667 each; Henry Owsley, 6,461; Donn Starry, 5,514; and all
directors and executive officers as a group, 182,900.
(3) Does not include 1,157 shares held of record by Mr. Gueymard's wife. Mr.
Gueymard disclaims beneficial ownership of such shares.
(4) Dr. Kolb stepped down as President and Chief Executive Officer in April,
1996 and continues as a member of the Company's Board of Directors. Dr.
Pyatt and Mr. Maloy ceased serving as executive officers during 1996.
PROPOSAL TO INCREASE AUTHORIZED
COMMON STOCK
The Board of Directors has determined that it is advisable to
increase the Company's authorized Common Stock from 5,000,000 shares to
20,000,000 shares, and has voted to recommend that the shareholders adopt an
amendment to the Company's Certificate of Incorporation effecting the proposed
increase.
As of October 14, 1996, 2,936,069 shares of Common Stock were issued
and outstanding, 500,197 shares were reserved for options under the Company's
employee stock option plans and an additional 318,379 shares were reserved for
issuance under the Company's director stock option plan and the director and
employee stock purchase plans. Accordingly, a total of only 1,245,355 shares
of Common Stock were available for future issuance.
The Board of Directors believes that it is in the best interest of
the Corporation to have sufficient additional authorized but unissued shares of
Common Stock available in order to provide flexibility for corporate action in
the future. Management believes that the availability of additional authorized
shares for issuance from time to time in the Board of Directors' discretion in
connection with possible acquisitions of other companies, future financings,
investment opportunities, stock splits or dividends or for other corporate
purposes is desirable in order to avoid repeated separate amendments to the
Corporation's Certificate of Incorporation and the delay and expense incurred
in soliciting consents or holding special meetings of the Stockholders to
approve such amendments. The Company has recently reorganized itself and is
aggressively pursuing commercial opportunities in several of its business
areas, and the availability of authorized but unissued shares is an important
element in the Company's ability to pursue those opportunities.
The Board of Directors has no present understandings or agreements,
nor has it taken any formal action, to issue currently authorized shares or
the additional shares to be authorized, except pursuant to the Company's
existing stock option and incentive stock based plans. The Board of Directors
believes that the currently available unissued shares do not provide sufficient
flexibility for corporate action in the future and that opportunities which may
occur requiring scuh flexibility may also require prompt action, leaving no time
to seek shareholder approval in such instances.
No further authorization by vote of the Shareholders will be
solicited for the issuance of the additional shares of Common Stock proposed to
be authorized, except as might be required by law, regulatory authorities or
rules of the NASDAQ stock market or any stock exchange on which the
Corporation's shares may then be listed. Shares of Common Stock could be
issued in one or more transactions. The issuance of additional shares of
Common Stock could have the effect of diluting existing shareholder earnings
per share, book value per share and voting power. The Shareholders of the
Corporation do not have any preemptive or other rights to purchase or subscribe
for any part of any new or additional issuance of the Corporation's securities.
DISSENTERS' RIGHTS
Pursuant to the DGCL, the Company's Shareholders are not entitled to
dissenters' rights of appraisal with respect to the amendment to increase the
Company's authorized Common Stock.
SHAREHOLDER PROPOSALS
Shareholders may present proposals for inclusion in the proxy
statement and form of proxy to be used in connection with the 1997 Annual
Meeting of Shareholders of the Company, provided such proposals are received by
the Company no later than July 5, 1997 and are otherwise in compliance with
applicable laws and regulations.
Dated: October 17, 1996
<PAGE>
MAXWELL TECHNOLOGIES, INC.
CONSENT FORM
Consent Solicited on Behalf of the Board of Directors
The undersigned, a shareholder of record of MAXWELL TECHNOLOGIES,
INC. (the "Company") as of the close of business on October 4, 1996, hereby
takes the following action with respect to all stock of the Company held by
the undersigned in connection with the solicitation by the Company's Board of
Directors of written consents to the amendment of the Certificate of
Incorporation of the Company to increase the authorized number of shares of
Common Stock to 20 million, as described in the Company's Consent Solicitation
Statement, dated October 17, 1996.
The Board of Directors recommends that
Shareholders CONSENT to the proposed amendment
(Place an "X" in the appropriate box)
/ / / / / /
CONSENT CONSENT WITHHELD ABSTAIN
If no box is marked with respect to the action described above, the undersigned
will be deemed to have consented to the proposed amendment.
Dated: ___________________________, 1996
_________________________________
Signature(s)
Please sign as registered, date and return this form promptly in the enclosed
envelope. In order to be effective, this consent must be delivered to the
Company within sixty (60) days of the delivery to the Company of the first
dated consent from shareholders. Executors, trustees and others signing in a
representative capacity should include their names and the capacity in which
they sign.
