<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Exchange Act Rule 14a-11(c) or 14a-12
Intermagnetics General Corporation
-----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Intermagnetics General Corporation
-----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each part 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:
----------------------------------------------------------------------
/ / Check box if any part of the fee is offset 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:
___________________________________________________________________________
Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
LOGO
INTERMAGNETICS GENERAL CORPORATION
Notice of Annual Meeting of Shareholders
November 6, 1996
TO THE SHAREHOLDERS OF
INTERMAGNETICS GENERAL CORPORATION:
Notice is hereby given that the annual meeting of shareholders of INTERMAGNETICS
GENERAL CORPORATION (the "Company") will be held at the AMERICAN STOCK EXCHANGE,
86 Trinity Place, New York, New York on November 6, 1996, at 2:00 p.m. local
time, for the following purposes:
1. To elect four directors; and
2. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only shareholders of record as of the close of business on September 20, 1996
are entitled to notice of the annual meeting and to vote at the annual meeting
and any adjournments thereof.
By order of the Board of Directors,
CATHERINE E. ARDUINI
Corporate Secretary
Latham, New York
September 23, 1996
REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING, YOU ARE URGED TO COMPLETE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHICH REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
INTERMAGNETICS GENERAL CORPORATION
450 Old Niskayuna Road
P.O. Box 461
Latham, New York 12110
PROXY STATEMENT
1996 Annual Meeting of Shareholders
This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Intermagnetics General Corporation (the
"Company") for use at the 1996 annual meeting of shareholders to be held at the
AMERICAN STOCK EXCHANGE, 86 Trinity Place, New York, New York on November 6,
1996, at 2:00 p.m. local time, and at any adjournments thereof. This proxy
statement and the accompanying proxy are expected to be distributed to
shareholders on or about October 2, 1996.
The cost of solicitation of proxies will be borne by the Company. In
addition to the use of the mails, proxies may be solicited by telephone by
officers and directors and a small number of regular employees of the Company
who will not be specially compensated for such services. The Company will also
request banks and brokers to solicit proxies from their customers, where
appropriate, and will reimburse such persons for reasonable expenses incurred in
that regard.
The Company's annual report to shareholders for the fiscal year ended
May 26, 1996, including financial statements, was mailed to shareholders with
this proxy statement but does not constitute a part of this proxy statement.
KPMG Peat Marwick LLP has served as the Company's independent accountants since
November 9, 1994, and KPMG Peat Marwick LLP is expected to continue to serve in
such capacity during the current fiscal year. The Company has requested that a
representative of KPMG Peat Marwick LLP attend the 1996 annual meeting of
shareholders. Such representative will have an opportunity to make a statement,
if he or she desires, and will be available to respond to appropriate
shareholders' questions.
On August 22, 1996, the Company effected a two percent (2%) stock
dividend with respect to all shareholders of record as of August 1, 1996. All
share numbers and per share data in this proxy statement have been adjusted to
reflect that stock dividend. The new shares issued to shareholders as a result
of the stock dividend will be eligible to vote at the 1996 annual meeting.
2
<PAGE>
VOTING AT THE MEETING
Holders of shares of Common Stock of record at the close of business on
September 20, 1996 are entitled to vote at the meeting. As of that date, there
were 11,699,021 shares of Common Stock outstanding.
The Company presently has no other class of stock outstanding and
entitled to be voted at the meeting. The presence in person or by proxy of
shareholders entitled to cast one-third of all votes entitled to be cast at the
meeting constitutes a quorum.
Shares cannot be voted at the meeting unless the holder of record is
present in person or by proxy. The enclosed proxy is a means by which a
shareholder may authorize the voting of his or her shares at the meeting. The
shares of Common Stock represented by each properly executed proxy will be voted
at the meeting in accordance with each shareholder's directions. If any other
matters are properly presented to the meeting for action, the proxy holders will
vote the proxies (which confer discretionary authority to vote on such matters)
in accordance with their best judgment.
The four directors are to be elected through cumulative voting by a
plurality of the votes cast. With respect to the election of directors, each
shareholder is entitled to cast as many votes as the number of his or her shares
multiplied by the number of directors to be elected and may cast all of such
votes for a single director or may distribute such votes among the number of
directors to be voted for as such shareholder may see fit. With respect to any
other matter to be voted upon by the shareholders, each share of record is
entitled to one vote.
Under rules promulgated by the Securities and Exchange Commission (the
"SEC"), boxes and a designated blank space are provided on the proxy card for
shareholders to mark if they wish to withhold authority to vote for one or more
nominees for director. Votes withheld in connection with the election of one or
more of the nominees for director will not be counted as votes cast for such
individuals.
Shareholders are urged to specify their choice(s) by marking the
appropriate boxes on the enclosed proxy card. If no choice has been specified by
record holders (including brokers) submitting proxies, the shares will be voted
as recommended by the Board of Directors. The Company believes that brokerage
firms that are members of the New York Stock Exchange or the American Stock
Exchange and who hold shares in street name for customers may have the authority
under the rules of such exchanges to vote in their discretion on behalf of their
clients if such clients have not furnished voting instructions within ten days
of the shareholders' meeting.
Execution of the accompanying proxy will not affect a shareholder's
right to attend the meeting and vote in person. Any shareholder giving a proxy
has the right to revoke it by giving written or oral notice of revocation to the
Corporate Secretary of the Company, or by delivering a subsequently executed
proxy, at any time before the proxy is voted.
Your proxy vote is important. Accordingly, you are asked to complete,
sign and return the accompanying proxy card whether or not you plan to attend
the meeting. If you plan to attend the meeting to vote in person and your shares
are registered with the Company's transfer agent in the name of your broker or
bank, you must secure a legal proxy from your broker or bank assigning voting
rights to you for your shares.
3
<PAGE>
ELECTION OF DIRECTORS
The Restated Certificate of Incorporation of the Company classifies the
Board of Directors into two classes having staggered terms of two years each.
The Board of Directors consists of such number of directors as is fixed from
time to time by resolution adopted by a majority of the entire Board of
Directors. The Board of Directors currently consists of seven members. The Board
of Directors recently voted to expand the Board of Directors from seven members
to eight members.
Four directors are to be elected to hold office until the election and
qualification of their respective successors. The Board of Directors has
nominated for election as directors Edward E. David, J.E. Goldman, Carl H.
Rosner, and John M. Albertine for a two-year term ending in 1998. David, Goldman
and Rosner are presently directors of the Company.
All nominees have consented to be named and to serve if elected. Unless
otherwise instructed by the shareholders, the persons named in the proxies will
vote the shares represented thereby for the election of such nominees. The Board
of Directors believes all nominees will be able to serve as directors; if this
should not be the case, however, the proxies may be voted for a substitute
nominee to be designated by the Board of Directors. Shareholders may vote
cumulatively for any or all of the nominees or their substitutes. It is the
Company's intention to have the proxy holders exercise such cumulative voting
rights to elect the maximum number of the nominees listed below or their
substitutes. The Board of Directors of the Company unanimously recommends a vote
FOR each of the nominees.
Requirements for Advance Notification of Nominations
Article SIXTH of the Company's Restated Certificate of Incorporation
prohibits a nominee from being elected a director unless the name of the
nominee, together with such consents and information concerning present and
prior occupations, transactions with the Company or its subsidiaries, and other
matters as may at the time be required by or pursuant to the by-laws, is filed
with the Corporate Secretary of the Company no later than the time fixed by or
pursuant to the by-laws immediately preceding the annual or special meeting at
which such person is to be a candidate for director.
Section 2.03(b) of the Company's by-laws provides that any shareholder
entitled to vote for the election of directors at a meeting may nominate a
director for election if written notice of the shareholder's intent to make such
a nomination is received by the Corporate Secretary of the Company not less than
14 days nor more than 50 days prior to any meeting of the shareholders called
for the election of directors, with certain exceptions. This section does not
apply to nominations for which proxies are solicited under applicable
regulations adopted by the SEC under the Securities Exchange Act of 1934. The
notice must contain or be accompanied by the following:
(a) the name and address of the shareholder who intends to make the
nomination;
(b) a representation that the shareholder is a holder of record of
the Company's voting stock and intends to appear in person or by
proxy at the meeting to nominate the person or persons specified
in the notice;
(c) such information regarding each nominee as would be required in a
proxy statement filed pursuant to the SEC's proxy rules had
proxies been solicited with respect to the nominee by the Board
of Directors of the Company;
4
<PAGE>
(d) a description of all arrangements or understandings among the
shareholder and each nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination
or nominations are to be made by the shareholder; and
(e) the consent of each nominee to serve as director of the Company
if so elected.
Pursuant to the above requirements, appropriate notices in respect of
nominations for directors must be received by the Corporate Secretary of the
Company no later than October 22, 1996.
Information Regarding Nominees for Election as Directors and Regarding
Continuing Directors
The information provided herein as to personal background has been
provided by each director and nominee as of July 31, 1996.
NOMINEES FOR ELECTION FOR TERMS EXPIRING IN 1998
<TABLE>
<CAPTION>
Principal Occupations During Year First
the Past Five Years and Became
Name of Director Age Certain Directorships Director
- ---------------- --- --------------------- --------
<S> <C> <C> <C>
Carl H. Rosner 67 Chairman of the Company since its formation in 1971 1971
and President and Chief Executive Officer
since early in 1984; director of Ultralife
Batteries, Inc.
Edward E. David, Jr. 71 President, EED Inc. (technology and research 1987
management advisors).
J.E. Goldman 75 Through March, 1994, Chairman of Softstrip, Inc., a 1984
manufacturer of personal computer accessories;
director of Bank Leumi Trust Company of New York.
5
<PAGE>
John M. Albertine 52 Chairman and CEO of Albertine Enterprises,
Inc.(an -- economic forecasting and public
policy firm), since 1994; director of
Thermo Electron Corporation, Bolt Beranek
and Newman, Inc., and American Precision
Industries, Inc.; Dr. Albertine was Vice
Chairman, from 1986 to 1990, of Farley,
Inc., principally a fabric and garment
manufacturer, and Vice Chairman of West
Point Acquisition Corp. and its
subsidiary, West Point-Pepperell Inc.,
from 1989 to 1990.
</TABLE>
CONTINUING DIRECTORS SERVING TERMS EXPIRING IN 1997
<TABLE>
<CAPTION>
Principal Occupations During Year First
the Past Five Years and Became
Name of Director Age Certain Directorships Director
- ---------------- --- --------------------- --------
<S> <C> <C> <C>
Joseph C. Abeles 81 Private investor; director of Bluegreen Corporation, 1986
Ultralife Batteries, Inc., and IGENE Biotechnology,
Inc.
Thomas L. Kempner 69 Chairman and Chief Executive Officer, Loeb Partners 1988
Corporation, an investment banking firm; director
Alcide Corporation, The Arlen Corporation, Roper
Starch Worldwide, Inc., IGENE Biotechnology, Inc.,
Energy Research Corporation, Northwest Airlines,
Inc. and Cybernetic Data, Inc.
Stuart A. Shikiar 50 President, Shikiar Asset Management, Inc., which is 1995
a registered investment advisory company; director
of Bluegreen Corporation and Ultralife Batteries, Inc.
6
<PAGE>
Sheldon Weinig 68 From 1989 to 1994, Vice Chairman of Sony 1993
Engineering & Manufacturing of
America ("Sony"); Consultant to Sony
Corporation of America, Chairman of
Materials Research Corporation since 1957
(Materials Research Corporation was
acquired by Sony); director Insituform
Technology Inc., and Aseco Corporation;
Adjunct Professor, Columbia University;
Adjunct Professor, State University of New
York at Stony Brook.
</TABLE>
General Information Concerning the Board of Directors and its Committees
The Board of Directors of the Company met on six (6) occasions in the
fiscal year ended May 26, 1996. The By-laws of the Company provide that the
Board of Directors, by resolution adopted by a majority of the entire Board of
Directors, may designate an Executive Committee or other committees, each of
which shall consist of three or more directors. The Board of Directors annually
elects from its members the Compensation, Audit, and Nominating Committees.
During the last fiscal year, each director attended at least 75% of the
aggregate of the meetings of the Board of Directors and the committee or
committees on which he served.
Compensation Committee. The Compensation Committee is presently
composed of Messrs. Goldman (Committee Chairman), Abeles, David and Shikiar. It
is the responsibility of the Compensation Committee to review the
recommendations of the President and Chief Executive Officer of the Company as
to the appropriate level of compensation for the Company's principal executive
officers and certain other key personnel and to recommend to the Board of
Directors the compensation of the President and Chief Executive Officer. The
Compensation Committee also allocates benefits available under the Management
Incentive Compensation Program to participants and grants options under the
Company's stock option plan. See "Executive Compensation." This Committee met
six (6) times during fiscal year 1996.
Audit Committee. The Audit Committee is presently composed of Messrs.
Shikiar (Committee Chairman), David, Goldman and Kempner. This Committee meets
with the Company's independent accountants to review the scope of auditing
procedures and the Company's accounting procedures and controls. The Committee
also provides general oversight with respect to the accounting principles
employed in the Company's financial reporting. The Audit Committee met once
during fiscal year 1996.
Nominating Committee. The Nominating Committee is presently composed of
Messrs. Weinig (Committee Chairman), Abeles, Kempner and Shikiar. This
Committee, in addition to the entire Board of Directors, considers candidates
for director of the Company. It is present policy of the Nominating Committee
also to consider nominees who are recommended by shareholders; shareholders
desiring to submit the names of and any pertinent data with respect to such
nominees should send this information in writing to the Chairman of the
Nominating Committee, in care of the Company. The Nominating Committee met once
during fiscal year 1996.
Director Remuneration
Directors of the Company receive $750 per month for their service to
the Company in such capacity and a fee of $1,000 for each meeting of the Board
of Directors that such directors attend.
Pursuant to the Company's 1990 Stock Option Plan, each director who is
not an employee of the Company receives, without the exercise of any discretion
by any person, non-qualified stock options to purchase 2,150 shares of Common
Stock as of the first business day of each calendar
7
<PAGE>
quarter for each year that the 1990 Stock Option Plan remains in existence. The
option exercise price per share is equal to the fair market value of a share of
Common Stock as of the date of grant and the options have a term of five years
from the date of grant.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Ownership of Common Stock by Directors and Officers
The following table sets forth certain information with respect to
shares of Common Stock beneficially owned by each director and nominee for
director of the Company, by each of the executive officers named in the Summary
Compensation Table, and by all directors and executive officers of the Company
as a group. This information has been provided by each of the directors and
executive officers as of July 31, 1996 at the request of the Company and
includes shares held by participants in the IGC Savings Plan and shares subject
to stock options and similar rights held by each individual or group to the
extent such rights are exercisable within 60 days of the date as to which
information is provided.
Number of Shares Beneficially Percentage of
Beneficial Owner Owned(1) Class(2)
- ---------------- ----------------------------- -------------
Joseph C. Abeles(3) 328,984 2.8
John M. Albertine -- --
Edward E. David, Jr.(4) 12,897 0.1
J.E. Goldman(5) 51,904 0.4
Thomas L. Kempner(6) 119,904 1.0
Carl H. Rosner(7) 465,140 3.9
Sheldon Weinig(8) 11,421 0.1
Stuart A. Shikiar(9) 69,310 0.6
Charles J. Dannemann(10) 27,315 0.2
Gary L. Hamilton(11) 32,349 0.3
Michael C. Zeigler(12) 48,002 0.4
Bruce A. Zeitlin(13) 28,362 0.2
All executive officers
and directors as a group
(14 persons)(14) 1,227,496 10.1
(1) Nature of ownership consists of sole voting and investment power unless
otherwise indicated. The share numbers in this table have been adjusted to
reflect a two percent (2%) stock dividend distributed by the Company on
August 22, 1996 to all shareholders of record as of August 1, 1996.
(2) Percentages of less than 0.1% have not been indicated. The percentage for
each individual or group is based on the aggregate of the shares
outstanding as of July 31, 1996, which was 11,767,971 (as adjusted to
reflect the two percent (2%) stock dividend), and all shares issuable to
such individual or group upon the exercise of outstanding stock options or
similar rights to the extent such rights are exercisable within 60 days of
the date as to which information is provided.
8
<PAGE>
(3) Includes 35,945 shares held by Mr. Abeles' spouse, as to which shares Mr.
Abeles disclaims beneficial ownership. Also includes presently exercisable
options to purchase 25,796 shares.
(4) Represents presently exercisable options to purchase 12,897 shares.
(5) Includes presently exercisable options to purchase 25,796 shares.
(6) Includes 62,700 shares held by trusts of which Mr. Kempner is a trustee. Of
these shares, Mr. Kempner disclaims beneficial ownership as to 42,373
shares. Also includes presently exercisable options to purchase 25,796
shares.
(7) Includes presently exercisable options to purchase 152,112 shares; also
includes 30,487 shares held by Mr. Rosner's spouse, as to which shares Mr.
Rosner disclaims beneficial ownership.
(8) Includes presently exercisable options to purchase 10,746 shares.
(9) Includes 1,050 shares held in custody for his son, and 47,248 shares owned
by clients of his investment advisory company for which beneficial
ownership is disclaimed although he has both voting and investment power.
(10) Represents presently exercisable options to purchase 27,315 shares.
(11) Formerly Gary Hordeski. Represents presently exercisable options to
purchase 22,149 shares.
(12) Includes presently exercisable options to purchase 45,962 shares.
(13) Includes presently exercisable options to purchase 21,175 shares.
(14) Includes presently exercisable options to purchase 401,652 shares, and
includes certain shares as to which beneficial ownership is disclaimed, as
described in the footnotes above. Excludes John M. Albertine who is
currently neither a director nor officer of the Company.
EXECUTIVE COMPENSATION
The following table summarizes for the past three years the annual and long-term
compensation of those persons who were, at May 26, 1996, the Company's Chief
Executive Officer and the other four most highly compensated executive officers
for the 1996 fiscal year.
9
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Long Term
--------------------------------------------------------------------------------------------------
Award of
Other Annual Stock All Other
Fiscal Year Salary Bonus Compensation Options Compensation
Position ($) ($) ($) ($) (#) ($)
- -------- ---------- ------ ----- ------------- ------- --------------
<S> <C> <C> <C> <C> <C> <C>
Carl H. Rosner 1996 332,503 65,118(1) -- 20,400 55,816(3)
Chairman; 1995 297,517 20,994(1) 40,724(2) 13,132 72,858(3)
President
and Chief 1994 275,149 55,010(1) 24,500(2) 26,265 70,752(3)
Executive
Officer
Charles J. 1996 150,001 -- -- -- --
Dannemann
Sr. Vice 1995 11,539 -- -- 84,048 --
President - 1994 -- -- -- -- --
Operations
Gary L. Hamilton 1996 154,255 15,000 -- 2,550 2,392(4)
Sr. Vice 1995 134,216 -- -- -- 2,010(4)
President-
General Manager 1994 130,314 -- -- 59,882 1,911(4)
- - InterCool
Energy
Corporation
Michael C. 1996 131,500 15,000 -- 2,550 7,780(5)
Zeigler
Senior Vice 1995 122,512 5,000 -- 5,253 7,770(5)
President-
Finance &
Chief Financial 1994 113,896 6,000 -- 13,132 7,627(5)
Officer
Bruce A. Zeitlin 1996 133,912 20,000 -- 10,200 14,086(6)
Vice President- 1995 121,561 10,000 -- 5,253 14,599(6)
Materials
Technology 1994 117,587 -- -- 6,565 3,753(6)
</TABLE>
(1) For 1996, represents incentive compensation bonus for fiscal year 1995
performance and paid in fiscal year 1996. Includes $20,994 earned by Mr.
Rosner as an incentive compensation bonus for fiscal year 1994 performance
and paid in fiscal year 1995 pursuant to an employment agreement between
the Company and Mr. Rosner. Includes $39,010 earned by Mr. Rosner as an
incentive compensation bonus for fiscal year 1993 performance and paid in
fiscal year 1994 pursuant to an employment agreement between the Company
and Mr. Rosner. This sum also includes $16,000 earned by Mr. Rosner as a
bonus for fiscal year 1991 and paid in
10
<PAGE>
fiscal year 1994; the aggregate bonus amount for fiscal year 1991 was
$48,000 payable in three equal annual installments.
(2) Represents payments in lieu of vacation time accrued but unused during the
calendar years, pursuant to an employment agreement between the Company and
Mr. Rosner, in the amounts of $40,724 and $24,500, respectively, for 1995
and 1994.
(3) Includes the Company's share of contributions on behalf of Mr. Rosner to
the IGC Savings Plan (401k) in the amounts of $3,102, $2,435, and $3,294
for fiscal years 1996, 1995 and 1994, respectively, and payments on behalf
of Mr. Rosner under the Company's Supplemental Income Plan and Supplemental
Retirement Plan in the amounts of $16,741, $25,176 and $4,398 for fiscal
years 1996, 1995 and 1994, respectively. These amounts also include
$22,098, $24,247 and $19,560 for fiscal years 1996, 1995 and 1994,
respectively, paid by the Company for a life insurance policy and a
disability policy on Mr. Rosner for the benefit of Mr. Rosner. The amount
for fiscal year 1996 also includes $13,500 and options to acquire 6,000
shares of common stock of Ultralife Batteries, Inc. ("ULBI") received by
Mr. Rosner for service as a director of ULBI. The options have been valued
at $375 by taking the difference between the option exercise price and the
closing price of $15.00 per share for ULBI stock as of May 26, 1996 (the
last trading day for ULBI stock during the Company's fiscal year 1996). See
"Compensation Committee Interlocks and Insider Participation". The amount
for fiscal year 1995 also includes $12,750 and options to acquire 6,000
shares of common stock of Ultralife Batteries, Inc. ("ULBI") received by
Mr. Rosner for service as a director of ULBI. The options have been valued
at $8,250 by taking the difference between the option exercise price and
the closing price of $17.00 per share for ULBI stock as of May 28, 1995
(the last trading day for ULBI stock during the Company's fiscal year
1995). The amount for fiscal year 1994 also includes $12,750 and options to
acquire 6,000 shares of common stock of ULBI received by Mr. Rosner for
service as a director of ULBI. The options have been valued at $30,750 by
taking the difference between the option exercise price and the closing
price of $15.50 per share for ULBI stock as of May 27, 1994 (the last
trading day for ULBI stock during the Company's fiscal year 1994).
(4) Consists of the Company's share of contributions on behalf of Mr. Hamilton
to the IGC Savings Plan (401k).
(5) Includes the Company's share of contributions on behalf of Mr. Zeigler to
the IGC Savings Plan (401k) in the amounts of $2,092, $1,987 and $1,799 for
fiscal years 1996, 1995 and 1994, respectively, and payments on behalf of
Mr. Zeigler under the Company's Supplemental Income Plan and Supplemental
Retirement Plan in the amounts of $5,688, $5,783 and $5,828 for fiscal
years 1996, 1995 and 1994, respectively.
(6) Includes the Company's share of contributions on behalf of Mr. Zeitlin to
the IGC Savings Plan (401k) in the amounts of $2,050, $2,005 and $1,762 for
fiscal years 1996, 1995 and 1994 respectively, and payments on behalf of
Mr. Zeitlin under the Company's Supplemental Income Plan and Supplemental
Retirement Plan in the amounts of $12,036, $12,594 and $1,991 for fiscal
years 1996, 1995 and 1994, respectively.
OPTION GRANTS IN LAST FISCAL YEAR
11
<PAGE>
The following table summarizes stock options granted during the fiscal
year ended May 26, 1996 to the persons named in the Summary Compensation Table.
No stock appreciation rights have been granted by the Company nor is the grant
of such rights currently provided for in the Company's 1990 Stock Option Plan.
<TABLE>
<CAPTION>
Potential
Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Option Term(1)
Grants
Percent of
Total Options
Options Granted to Exercise
Granted Employees in Price) Expiration
Name (#) Fiscal 1996 (per share Date 5% 10%
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Carl H.
Rosner 20,400 15.5% $ 15.564 5/21/01 $ 87,721 $ 193,840
Gary L.
Hamilton 2,550 1.9% $ 15.564 5/21/06 $ 24,960 $ 63,523
Michael C. 2,550 1.9% $ 15.564 5/21/06 $ 24,960 $ 63,253
Zeigler
Bruce A.
Zeitlin 10,200 7.8% $ 18.75 3/19/06 $ 120,276 $ 304,803
</TABLE>
(1) Potential Realizable Values are based on an assumption that the stock price
of the Common Stock starts equal to the exercise price shown for each
particular option grant and appreciates at the annual rate shown
(compounded annually) from the date of grant until the end of the option
term. These amounts are reported net of the option exercise price (which
may be paid by delivery of already-owned shares of Common Stock), but
before any taxes associated with the exercise or subsequent sale of the
underlying stock. The actual value, if any, an optionholder may realize
will be a function of the extent to which the stock price exceeds the
exercise price on the date the option is exercised and also will depend on
the optionholder's continued employment through the vesting period. The
actual value to be realized by the optionholder may be greater or less than
the values estimated in this table.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION VALUES
The following table summarizes option exercises during the fiscal year
ended May 26, 1996 and the value of vested and unvested options for the persons
named in the Summary Compensation Table at May 26, 1996.
12
<PAGE>
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised In-the-Money
Options at May 26, 1996 Options at
May 26, 1996(1)
Shares
Acquired on Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
===============================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Carl H.
Rosner 35,873 $313,278 152,112 111,194 $1,446,473 $746,564
Charles J. -- -- 27,315 56,733 $ 68,433 $138,156
Dannemann
Gary L.
Hamilton 36,891 $348,276 13,132 31,265 $ 44,202 $144,733
Michael C. -- -- 39,527 23,774 $ 338,089 $137,445
Zeigler
Bruce A.
Zeitlin 6,706 $ 77,513 18,470 23,753 $ 173,364 $ 82,293
</TABLE>
(1) Based on the closing price of the Common Stock as reported on the American
Stock Exchange on that date ($15.074), net of the option exercise price.
The Company maintains a qualified, defined benefit pension plan (the
"Pension Plan"). All employees 21 years of age and older who have completed one
year of credited service participate in the Pension Plan. Participating
employees receive certain defined benefits under the Pension Plan upon their
normal or early retirement from the Company's employ or upon death. Subject to
certain maximum benefit ceilings set forth in the Pension Plan and assuming
normal retirement at age 65, a participant will have annual pension equal to the
following:
<TABLE>
<CAPTION>
For each year of credited service: Annual pension benefits will equal the
aggregate of:
- ----------------------------------------------------------------------------------------------------------
<S> <C>
Prior to February 1, 1985 .............. 1% of base salary (excluding bonuses, commissions,
etc.) plus 1% of such salary that exceeded $6,600.
From February 1, 1985
until November 30, 1989 ................ 1% of base salary plus 1% of such salary that exceeded
the social security taxable wage base.
After December 1, 1989 ................. 1.05% of base salary plus .65% of such salary that
exceeds Covered Compensation (Covered Compensation is the
average of the social security taxable wage bases in effect
for each year during the 35-year period ending in the year
in which an individual reaches his or her retirement age,
as determined by the Social Security Act).
</TABLE>
13
<PAGE>
The Company contributes the funds necessary to provide for the benefits
set forth in the Pension Plan, at such times and in such amounts as are required
by actuarial schedules or government regulations.
The estimated projected annual benefits under the Pension Plan for
Messrs. Rosner, Dannemann, Hamilton, Zeigler and Zeitlin, assuming level future
salary and normal retirements, are approximately $56,216, $0, $48,300, $43,211
and $56,718, respectively.
Certain Employment Arrangements
Effective June 1, 1992, Mr. Rosner and the Company entered into an
employment agreement (the "Rosner Agreement") pursuant to which Mr. Rosner would
serve as President and Chief Executive Officer of the Company from June 1, 1992
to May 31, 1995 and as a consultant to the Company for five fiscal years
thereafter. The Board of Directors of the Company voted on June 9, 1994 to
approve an extension of the Rosner Agreement for an additional two years. Under
the Rosner Agreement, Mr. Rosner receives a salary of not less than $260,000 per
year, plus a minimum annual bonus of not less than 1% of the Company's net
income before taxes and extraordinary items. During the consulting term, Mr.
Rosner will be paid $130,000 per year. In connection with the Rosner Agreement,
Mr. Rosner was granted a non-qualified stock option to purchase 162,317 shares
of Common Stock at an exercise price of $4.989 per share, which was equal to the
closing price of the Company's Common Stock on September 22, 1992. One-third of
the option was exercisable upon shareholder approval of the 1990 Plan amendment
submitted to the shareholders at the 1992 annual meeting, an additional
one-third became exercisable on May 31, 1993 and the remaining one-third became
exercisable on May 31, 1994. At the commencement of the consulting term, Mr.
Rosner will be granted a non-qualified stock option to purchase 60,000 shares of
Common Stock at a price equal to the closing price on the date of grant; this
option will have a five-year term and will vest in three annual installments
commencing one year after the date of grant. The Rosner Agreement also provides
that if Mr. Rosner is terminated or resigns as an employee under certain
circumstances after either a change in control of the Company, accumulation by
any person of 30% or more of the voting power of the Company's capital stock or
a significant change in the composition of the Board of Directors, he would be
entitled to receive an amount equal to the sum of three times his annual salary
and certain other extraordinary payments.
Compensation Committee Interlocks and Insider Participation
During the fiscal year ended May 26, 1996, Messrs. Goldman (Chairman),
Abeles, David and Shikiar served as members of the Compensation Committee.
The Company owns approximately 12% of the outstanding common stock of
Ultralife Batteries, Inc. ("Ultralife"), a publicly-traded company of which Mr.
Abeles is a co-founder and a director, and Mr. Shikiar is a director. Pursuant
to a Share Purchase Agreement, dated January 23, 1992 between the Company and
Ultralife, the Company purchased the Ultralife common stock in a series of
transactions during its fiscal years 1992 and 1993. The Company paid an
aggregate purchase price of $4,548,000 in cash and $2,952,000 in the Company's
Common Stock. The Share Purchase Agreement also obligated Ultralife to increase
the number of members on its Board of Directors to include a nominee of the
Company. Mr. Rosner is currently serving on the Board of Directors of Ultralife
as the Company's nominee.
REPORT OF COMPENSATION COMMITTEE
The following report shall not be deemed incorporated by reference by
any general statement incorporating by reference this proxy statement into any
filing
14
<PAGE>
under the Securities Act of 1933 or under the Securities Exchange Act of
1934, except to the extent that Intermagnetics General Corporation specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
The Compensation Committee of the Board of Directors sets the
compensation policies for the executive officers of the Company, recommends the
annual base salary, annual incentive compensation and grant of long term
incentive compensation for the Company's chief executive officer, and approves
the annual base salary, annual incentive compensation and grant of long term
incentive compensation for all other executive officers of the Company. In
fulfilling this duty, the Compensation Committee has sought to establish a
policy that enables the Company to attract, retain and reward executive officers
who contribute substantially to the success of the Company, and aligns executive
compensation with the creation of long-term value for the Company's
shareholders.
The Compensation Committee views executive compensation as comprised of
three essential components; long term incentive compensation, annual base
salary, and annual incentive compensation.
Long Term Incentive Compensation. The Compensation Committee views
long-term incentive compensation as the cornerstone of executive compensation.
The Compensation Committee believes that long-term executive compensation should
be closely linked to the creation of shareholder value. In this regard, the
Compensation Committee believes that the grant of stock options to the Company's
executive officers under the Company's stock option plans focuses the attention
of the Company's executives on the important task of creating long-term
shareholder value. In awarding stock options to the executive officers of the
Company, the Compensation Committee generally considers a variety of factors,
including the potential impact of an executive officer on shareholder value and
industry practice with respect to such awards. Options are typically granted at
the market price on the date of grant. Because vesting ceases should the
executive leave the Company's employment, the Compensation Committee believes
that the stock options serve to retain the Company's executive officers.
Annual Base Salary. In establishing executive annual base salaries, the
Compensation Committee has established a policy of setting payments
competitively. In determining the competitiveness of individual salaries, the
Compensation Committee periodically gathers information regarding the base
salaries paid within industry to other individuals with comparable
responsibilities. In connection with establishing base salaries in light of the
competitive ranges, the Compensation Committee weighed the allocation of
responsibilities among the executive officers within the Company and the
relevant experience of each such executive officer.
Annual Incentive Compensation. The Compensation Committee believes that
an important component of annual compensation is incentive compensation. The
Compensation Committee has established a Management Incentive Compensation
Program (the "MIC Program") pursuant to which cash awards may be granted to
officers and key employees of the Company. The size and availability of a cash
award under the MIC Program are entirely at the discretion of the Compensation
Committee and subject to certain individual and Company performance objectives
established in advance by the Compensation Committee for each executive officer.
In establishing the performance objectives for an executive officer under the
MIC Program, the Compensation Committee considers such factors as the executive
officer's responsibilities and potential impact upon the Company's performance.
With respect to awards made solely within the discretion of the Compensation
Committee under the MIC Program, the Compensation Committee typically grants
awards where an executive officer has not necessarily fully achieved the
predetermined performance objectives, but where the executive officer has
nonetheless materially contributed to
15
<PAGE>
the achievement of identifiable results that enhance shareholder value over the
longer term. Finally, the Compensation Committee has established a specific
bonus for Mr. Rosner as President and Chief Executive Officer under the terms of
Mr. Rosner's employment agreement. Under the terms of his employment agreement,
Mr. Rosner is entitled to a bonus equal to one percent of the Company's pretax
net income for each of fiscal years 1993, 1994, 1995, 1996 and 1997. The
Compensation Committee believes that this bonus complements long term and annual
compensation by keeping Mr. Rosner's performance attuned to the Company's
profitability.
The Compensation Committee believes that the compensation received by
each of the five highest paid executive officer's of the Company for its fiscal
year 1996 was reasonable in view of the Company's consolidated performance and
the contribution of those officers to that performance.
In particular, the Compensation Committee believes that the
compensation received by the Company's President and Chief Executive Officer,
Carl H. Rosner, during fiscal year 1996 reflected his very strong contribution
in creating a record year for the Company. Consistent with the requirements of
the Rosner Agreement, Mr. Rosner received a salary of $332,503 and an annual
bonus (based upon the Company's pretax net income for fiscal year 1996) of
$68,820. (The annual bonus was paid to Mr. Rosner in fiscal year 1997.) Mr.
Rosner also received nonqualified stock options on May 21, 1996 to purchase
20,400 shares of the Company's Common Stock at an exercise price of $15.564 per
share. These non qualified options were subject to vesting in three equal annual
installments beginning one year from the date of grant. The non qualified
options expire on May 21, 2001.
The Compensation Committee notes that Mr. Rosner's salary falls within
the competitive range established for the position of President and Chief
Executive Officer. The Compensation Committee also believes that the annual
bonus served its intended purpose of retaining Mr. Rosner's focus on the
Company's bottom line during a time of increased competitiveness and slow growth
in the Company's core markets. At the same time, the non qualified options
granted to Mr. Rosner worked successfully to focus his attention on the
important task of creating long-term shareholder value.
COMPENSATION COMMITTEE OF THE BOARD
OF DIRECTORS OF INTERMAGNETICS
GENERAL CORPORATION
J.E. Goldman, Chairman
Joseph C. Abeles
Edward E. David, Jr.
Stuart A. Shikiar
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on
the Company's Common Stock for the past five fiscal years with similar returns
for (i) a composite index of the American Stock Exchange ("AMEX"), and (ii) a
peer group of companies selected by the Company for purposes of the comparison
and described more fully below (the "Peer Group"). Dividend reinvestment has
been assumed and, with respect to companies in the Peer Group, the returns of
each such company have been weighted at each measurement point to reflect
relative stock market capitalization. There can be no assurance that the
performance of the Company's Common Stock will continue in a manner similar to
the trend depicted on the graph.
16
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG INTERMAGNETICS GENERAL CORPORATION, AMEX
COMPOSITE INDEX AND PEER GROUP*
IGC vs AMEX vs Peer Group Index
Indexed Price Comparison
From 1991 to 1996
350%|------------------------------------------------------------------|
| |
| |
300%|------------------------------------------------------------------|
| |
| |
250%|--------------------------------------#---------------------------|
| |
| #& |
200%|-------------------------------------------------#----------------|
| * |
| |
150%|------------------------------------------------------------------|
| * *& |
| &* * |
100%|----------------------&--------------&----------------------------|
| # # |
| |
50%|------------------------------------------------------------------|
| |
| |
0|---------|------------|--------------|-----------|-----------|----|
5/26/91 5/31/92 5/39/93 5/29/94 5/28/95 5/26/96
*=IGC &=AMEX #=Peer Group
* Assumes $100 invested on May 27, 1990 in Intermagnetics General
Corporation Common Stock, AMEX Composite Index and Peer Group.
<TABLE>
<CAPTION>
5/26/91 5/31/92 5/30/93 5/29/94 5/28/95 5/26/96
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Intermagnetics General Corporation * $100 $ 80.40 $ 73.76 $249.23 $202.47 $211.05
AMEX & 100 108.87 120.87 121.63 135.36 169.35
Peer Index # 100 107.14 93.98 95.50 119.18 208.41
</TABLE>
The selection of a peer group posed some difficulty because the Company
does not believe that there are any publicly-traded companies devoted
exclusively or even substantially to all of the same markets in which the
Company competes. The Company believes that many of its strongest competitors
are either not publicly traded in the U.S., or consist of subsidiaries or
divisions of large corporations. Hence, the Company selected a peer group
consisting of publicly-traded high technology companies (including those in the
development stage) that (a) have less than $200 million in annual revenues, and
(b) either compete against the Company in one or more of its several markets or
otherwise participate in one or more of its several markets.
The companies in the Peer Group that compete against the Company in one
or more of its several markets consist of Helix Technology Corporation, a
manufacturer of cryogenic equipment and American Superconductor Corp., a
development stage company working with high temperature superconductors.
The companies in the Peer Group that otherwise participate in markets
in which the Company is active (but do not compete against the Company in such
markets) consist of Analogic Corp., a manufacturer of data acquisition and
processing hardware for various markets (including diagnostic imaging markets),
Biomagnetic Technologies, Inc., a small company developing a diagnostic imaging
system based upon the direct measurement of bio-electrical activity in the
brain, Advanced NMR Systems, Inc., a development stage company developing
electronics and software for ultra-high speed magnetic resonance imaging,
Hologic, Inc., a manufacturer and distributor of x-ray imaging equipment, Lunar
Corp., a manufacturer and distributor of medical imaging equipment,
Superconductor Technologies, Inc., a development stage company developing
advanced electronic products incorporating HTS materials.
In providing the foregoing graph for informational purposes, the
Company notes that as a general rule, development stage companies do not have
meaningful revenues relative to their substantial product development expenses.
Hence, unlike the Company's Common Stock, the value of equity securities of
development stage companies are based primarily on speculation regarding the
potential success of such companies in bringing a novel product to market
successfully.
CERTAIN TRANSACTIONS
See "Certain Employment Arrangements" and "Compensation Committee
Interlocks and Insider Participation" under "Executive Compensation."
17
<PAGE>
OTHER MATTERS
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of Common Stock and other equity securities of the
Company. Officers, directors and greater than ten-percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended May 26, 1996 all Section
16(a) filing requirements applicable to its officers, directors and more than
ten percent beneficial owners were complied with.
The Board of Directors is not aware of any matters not set forth herein
that may come before the meeting. If, however, further business properly comes
before the meeting, the persons named in the proxies will vote the shares
represented thereby in accordance with their judgment.
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Shareholders may submit proposals on matters appropriate for
shareholder action at annual meetings in accordance with regulations adopted by
the Securities and Exchange Commission. In order to be considered for inclusion
in the proxy statement and form of proxy relating to the 1997 annual meeting,
such proposals must be received by the Company not later than May 25, 1997.
Proposals should be directed to the attention of the Corporate Secretary of the
Company.
ANNUAL REPORT ON FORM 10-K
The Company will furnish without charge to each person whose proxy is
being solicited, upon the written request of such person, a copy of the
Company's annual report on Form 10-K, as amended, for the fiscal year ended May
26, 1996, including the financial statements and schedules thereto, but
excluding exhibits. Requests for copies of such report should be directed to the
Investor Relations Department.
By order of the Board of Directors,
CATHERINE E. ARDUINI
Corporate Secretary
<PAGE>
INTERMAGNETICS GENERAL CORPORATION
Proxy for Annual Meeting of Shareholders, November 6, 1996
The undersigned hereby appoints Carl H. Rosner and Michael C. Zeigler or
any one of them acting singly with full power of substitution, the proxy or
proxies of the undersigned to attend the Annual Meeting of Shareholders of
Intermagnetics General Corporation to be held on November 6, 1996, and any
adjournments thereof, to vote all shares of stock that the undersigned would
be entitled to vote if personally present in the manner indicated below and on
the reverse side and on any other matters properly brought before the
meeting or any adjournments thereof, all as set forth in the September 23, 1996
proxy statement.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
INTERMAGNETICS GENERAL CORPORATION
PLEASE MARK YOUR CHOICE LIKE THIS /X/ IN BLUE OR BLACK INK
I PLAN TO ATTEND MEETING / /
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ALL NOMINEES
---
1. Election of the following nominees as directors (voting cumulatively as
set forth in the September 23, 1996 proxy statement): Carl H. Rosner,
Edward E. David, J.E. Goldman, John M. Albertine.
For all Withhold for Withhold for the following only:
nominees all nominees (Write the name of the nominee(s)
in the space below)
/ / / / ---------------------------------
To cumulate votes for individual
directors, fill in the name of the
nominee(s) below and indicate such votes:
-----------------------------------------
THIS PROXY IS CONTINUED ON THE REVERSE SIDE, PLEASE DATE, SIGN AND RETURN
PROMPTLY.
(Signature should be exactly as name or names
appear on this proxy. If stock is held
jointly, each holder should sign. If
signing is by attorney, executor, administrator,
trustee or guardian, please give full title.)
Date
-----------------------------------------
Signature
------------------------------------
Signature
------------------------------------
This Proxy will be Voted FOR All of
the Above Matters Unless Otherwise
Indicated, and in the Discretion of
the Proxies on All Other Matters
Properly Brought Before the Meeting.
