<PAGE> 1
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:
<TABLE>
<S> <C>
/ / 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
PLASMA-THERM, 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):
/ / $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/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> 2
PLASMA-THERM, INC.
Notice of Annual Meeting of Shareholders
April 30, 1996
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of Plasma-Therm, Inc. (the "Company")
will be held at the Company's headquarters, 9509 International Court, St.
Petersburg, Florida 33716, on Tuesday, April 30, 1996, at 10:00 a.m., Local
Time, for the following purposes:
1. To elect three directors of the Company to serve
until the next Annual Meeting of Shareholders and until their
successors are duly elected and qualified; and
2. To further amend the Company's Articles of
Incorporation, as amended, to eliminate the right of the
shareholders to act by written consent without holding a
meeting.
3. To transact such other business as may properly
come before the meeting or any adjournment thereof.
The Board of Directors has selected the close of business on March 7, 1996
as the record date for the determination of Shareholders entitled to notice of
and to vote at this Annual Meeting and any adjournment or postponement thereof.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT
YOU EXPECT TO ATTEND IN PERSON, YOU ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY CARD IN THE SELF-ADDRESSED ENVELOPE ENCLOSED FOR YOUR
CONVENIENCE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. YOU MAY
REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED AT THE MEETING BY GIVING
WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY, BY DELIVERING TO THE SECRETARY
OF THE COMPANY A DULY EXECUTED PROXY BEARING A LATER DATE OR BY APPEARING AT
THE MEETING AND VOTING BY WRITTEN BALLOT IN PERSON.
By Order of the Board of Directors
Diana M. DeFerrari, Secretary
Dated: March 21, 1996
<PAGE> 3
PLASMA-THERM, INC.
9509 International Court
St. Petersburg, Florida 33716
(813) 577-4999
---------------
PROXY STATEMENT
---------------
This Proxy Statement and the accompanying form of proxy are furnished in
connection with the solicitation of proxies by the Board of Directors of
Plasma-Therm, Inc., a Florida corporation (the "Company"), for the Annual
Meeting of Shareholders to be held at the Company's headquarters, 9509
International Court, St. Petersburg, Florida 33716, on Tuesday, April 30, 1995
at 10:00 a.m., Local Time, and at any postponements or adjournments thereof
(the "Meeting" or the "Annual Meeting"). The approximate date on which this
Proxy Statement and the accompanying form of proxy will be first sent or given
to Shareholders is March 29, 1996.
The record date for determining Shareholders entitled to vote at the
Meeting has been fixed as the close of business on March 7, 1996. As of the
record date, there were 10,296,561 shares of the Company's common stock, $.01
par value ("Common Stock"), outstanding and entitled to vote. Each share of
Common Stock entitles the holder to one vote and votes may not be cumulated in
the election of directors. The presence, in person or by proxy, at the Meeting
of the holders of the shares of Common Stock entitled to cast a majority of the
votes will constitute a quorum for purposes of the Meeting.
A form of proxy is enclosed for use at the Annual Meeting. Proxies will
be voted in accordance with Shareholders' instructions. If no instructions are
indicated on the proxy card, all shares represented by valid proxies received
pursuant to this solicitation (and not revoked before they are voted) will be
voted "FOR" the election of the nominees for directors named below, "FOR" the
amendment to the Company's Articles of Incorporation and by the proxies in
their discretion on any other matters to come before the Meeting. Any proxy
given may, however, be revoked by the stockholder executing it at any time
before it is voted by giving written notice to the Secretary of the Company, by
delivering to the Secretary of the Company a duly executed proxy bearing a
later date or by appearing at the Meeting and voting by written ballot in
person.
The cost of solicitation of proxies by the Board of Directors will be
borne by the Company. Proxies may be solicited by mail, personal interview,
telephone or telegraph and, in addition, directors, officers and employees of
the Company may solicit proxies by such methods without additional
remuneration. In accordance with the regulations of the Securities and
Exchange Commission, the Company will reimburse, upon request, banks, brokers
and other institutions, nominees and fiduciaries for their expenses incurred in
sending proxies and proxy material to the beneficial owners of the Company's
Common Stock.
ELECTION OF DIRECTORS
(ITEM NO. 1)
Three directors are to be elected at the Meeting to serve until the next
annual meeting and until their successors are duly elected and qualified. The
persons named in the accompanying form of proxy intend to vote the shares
represented by the proxy for the election as directors of the three nominees
named below, unless authority to vote for any nominee is withheld in the proxy.
Although the Board of Directors does not contemplate that any of the nominees
named will be unavailable for election, in the event a vacancy in the slate of
nominees results from an unexpected occurrence, it is presently intended that
the proxy will be voted for the election of a nominee who shall be designated
by the Board.
The following persons have been nominated for election as directors for
terms of office expiring at the next Annual Meeting of Shareholders.
<PAGE> 4
RONALD H. DEFERRARI, Age 55, founder of the Company, has served as
Chairman of the Board of Directors since the Company's formation in 1975, as
well as President until 1995. At the present time, he is also the Chief
Executive Officer, Chief Financial Officer and Treasurer of the Company.
A.S. GIANOPLUS, Age 65, has served as President of Open Retail Systems,
Inc., a supplier of software systems and services to the retail industry, since
July of 1995. From August 1988 to June 1995, Mr. Gianoplus was Executive Vice
President of Compex Corporation, a provider of computer systems and services to
government and industry, where he was responsible for the Company's operations.
From August 1982 to July 1988, he was Vice President for Corporate Development
at Planning Research Corp. (also a provider of computer systems and services to
government and industry), where he was responsible for acquisitions,
divestitures and strategic development. Prior to this he had several positions
with ITT Corp., the last being Director of Business Strategy for ITT's
Telecommunications and Electronics Group. He has served as Director of
Plasma-Therm, Inc. since August 1989.
LUBEK JASTRZEBSKI, Ph.D., Age 47, has served as Vice President in charge
of development, application, marketing and sales of Semiconductor Diagnostics
Inc. (SDI) of Tampa, a provider of sophisticated contamination monitoring
equipment to the integrated circuit (IC) industry, since 1989 and is one of two
founders of SDI. He also holds an academic appointment at the Center for
Microelectronic Research at the University of South Florida, where he conducts
research and teaches at the Department of Electrical Engineering. Prior to
this he worked for 10 years at David Sarnof Research Laboratories in Princeton,
New Jersey on advancement of processes used by the IC industry. He holds over
40 patents and has published over 150 scientific papers. He has served as
Director of Plasma-Therm, Inc. since February 1, 1996.
Directors will be elected by a plurality of the votes cast in person and
by proxy at the Annual Meeting. That is, the nominees receiving the three
highest number of votes for election will be elected. For this purpose, votes
withheld, any broker non-votes and any abstentions are not given effect in
determining which candidates are elected.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE
ABOVE NOMINEES FOR ELECTION AS DIRECTORS OF THE COMPANY.
COMMITTEES, MEETINGS AND COMPENSATION OF THE BOARD OF DIRECTORS
The Board of Directors held four meetings during the fiscal year ended
November 30, 1995 ("fiscal 1995"). The Board acted six additional times by
unanimous written consent during that period. There are no standing nominating
or compensation committees of the Board of Directors. The Board of Directors
of the Company has an Audit Committee. Mr. Gianoplus is Chairman of this
committee and Mr. Deferrari is the other member. The Audit Committee, which
held one meeting during fiscal 1995, has responsibility for reviewing matters
involving the retention of auditors, for overseeing internal audit matters, for
responding to and resolving issues with the Company's auditors, and for
reporting on these issues to the Board of Directors for appropriate action.
The Board of Directors of the Company also has a Stock Option Committee. Mr.
Gianoplus is Chairman of this committee and Mr. Deferrari is the other member.
The Stock Option Committee met two times and acted three times by unanimous
written consent during fiscal 1995. The Stock Option Committee has
responsibility for administering the Company's stock option plans. In addition
to formal meetings of the Board of Directors and its Committees, the directors
have frequent informal communications between themselves and with other
executives regarding Board and Committee issues.
Mr. Gianoplus and Dr. Jastrzebski are compensated at the rate of $20,000
and $15,000 per year, respectively, for services as a director. They are also
entitled to reimbursement of expenses. For services on the committee that
administers the Company's 1995 Stock Incentive Plan, Mr. Gianoplus is entitled
to receive a five year option for 5,000 shares each June 30, exercisable at 60%
of the Fair Market Value (as defined) of the Company's Common Stock on the date
of grant. His option granted on June 30, 1995, is exercisable at $2.25 per
share. The Company has agreed with Mr. Jastrzebski that if he is elected as a
director at the Annual Meeting, he will receive within one week thereafter a
three year option for 5,000 shares, exercisable at 100% of the Fair Market
Value of the shares on the date of grant.
Mr. Deferrari receives no separate compensation for services as a
director.
2
<PAGE> 5
REPORT OF THE DIRECTORS REGARDING COMPENSATION
The Board of Directors determines annually the compensation to be paid to
the Company's executive officers named in the Summary Compensation Table. In
making such determination, the Board of Directors reviews and evaluates
information supplied by management. The Company's compensation policies are
structured to enable the Company to attract, retain and motivate highly
qualified executive officers and to reward contributions to the Company's
success. The objective is to provide a management team that will consistently
produce superior results for the Company and its shareholders. The
compensation of executive officers includes salary, stock options and bonuses.
Salary. The Board of Directors annually reviews the salary of each
executive officer in relation to his/her previous salary and with regard to
general industry conditions or trends. The Board of Director's policy is to
set salaries in relation to the contribution of each incumbent and to grant
merit increases based on individual performance. The Board of Directors
considers the financial condition of the Company, earnings in an absolute
manner and in relation to the previously established business plan, other
measures of business success and the degree of difficulty in achieving these
levels. Executive officer compensation for the last three years is listed on
page 5.
Stock Options/Bonuses. The Board of Directors believes that including a
portion of an executive's annual incentive compensation in the form of stock
options in addition to cash bonuses encourages the executive to have the common
goal with outside shareholders of increasing the price of the Company stock
over any given period of time. The Board of Directors encourages management's
stock ownership. The Board of Directors grants options as an incentive for the
future, based upon the individual executive's contribution in the previous year
according to his/her achievement of corporate and individual goals. Executive
officer stock option grants for the last three years are listed on page 6.
Similarly, bonus formulas were based on the Company's net earnings, instead of
other measures of performance, because net earnings have a significant effect
on the market price of the Company's Common Stock.
In May 1994, the Company entered into three year employment agreements
with Ronald H. Deferrari and Ronald S. Deferrari. In June 1995, the Board
agreed to modify these agreements as shown below. The Board also agreed to
modify Curtis A. Barratt's compensation as shown below.
Ronald H. Deferrari's bonus percentage was decreased from 5% to 3%. Mr.
Deferrari had suggested such decrease, so that certain other key employees
could participate in the bonus pool, without increasing the overall size of the
bonus pool. His employment agreement, as so revised, is more fully described
in footnotes 1 and 3 to the Summary Compensation Table.
Ronald S. Deferrari was promoted from Executive vice President to
President (retaining the additional position of Chief Operating Officer) and
his annual cash compensation rate was increased by $24,000 to $160,000, in
addition to reimbursement for two automobiles. His employment agreement, as so
revised, is more fully described in footnotes 2 and 4 to the Summary
Compensation Table.
Curtis A. Barratt was promoted from Research and Development Manager to
Vice President of Technology and Chief Technical Officer in July, 1995. Mr.
Barratt's cash compensation was increased to include a bonus of 1% of the
Company's fiscal year net earnings, such bonus not to exceed $75,000 annually.
In February 1996, the Company entered into an employment agreement with Mr.
Barratt which is more fully described in footnotes 1 and 7 to the Summary
Compensation Table.
Members of the Board of Directors:
Ronald H. Deferrari, Chairman
A. S. Gianoplus
Lubek Jastrzebski, Ph.D.,
(Director since February 1, 1996)
3
<PAGE> 6
COMPARATIVE STOCK PERFORMANCE
The following graph compares cumulative total stockholder return on Company
Common Stock for the five years ended November 30, 1995, with that of the
NASDAQ Stock Market (U.S. Companies) Composite Index (the Composite Index")
and a peer group stock performance index defined as follows: SIC Index No.
3500-3599 (industrial and commercial machinery and computer equipment
companies) (the "Peer Group"). The graph shows the comparative values for $100
invested on November 30, 1990.
FIVE YEAR TOTAL RETURN CHART
(GRAPH)
<TABLE>
<CAPTION>
Total Return
-----------------------------------------------------------------------------------
Year Plasma-Therm, Inc. Composite Index Peer Group
---- ------------------ --------------- ----------
<S> <C> <C> <C>
1990 100.00 100.00 100.00
1991 84.20 149.30 130.70
1992 89.50 188.00 182.30
1993 610.50 217.70 186.70
1994 778.90 218.20 310.70
1995 536.80 310.70 362.10
</TABLE>
Source: Center for Research in Security Prices (CRSP), The University of
Chicago, Graduate School of Business, 1101 East 58th Street, Chicago,
IL 60637
4
<PAGE> 7
MANAGEMENT COMPENSATION
Set forth below is information regarding the cash compensation earned or
awarded for the last three fiscal years paid to the Company's four executive
officers whose total annual salary and bonus exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------- ----------------------
(a) (b) (c) (d) (e) (f) (g) (h)
Other Annual Restricted
Name and Compensation Stock All Other
Principal Position Year Salary($) Bonus($)(1) ($)(2) Awards(#) Options(#) Compensation($)
- ---------------------- ---- --------- ----------- ------------ ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Ronald H. Deferrari, 1995 150,000 44,146 33,284 - - -
CEO, CFO, 1994 150,000 53,688 25,931 - - -
Treasurer (3) 1993 150,000 - - - - -
Ronald S. Deferrari, 1995 146,340 53,006 5,613 - 70,000 -
President, COO (4) 1994 112,539 53,688 3,000 - 25,000 57,626(5)
1993 72,597 - 6,000 - 75,000 58,095(5)
Diana M. DeFerrari, 1995 93,119 20,378 1,500 - 20,000 -
Vice President of 1994 56,553 10,738 5,600 - 10,000 -
Administration,
Secretary (6)
Curtis A. Barratt, (7) 1995 101,594 4,430 4,800 - 20,000 -
Vice President of
Technology, Chief
Technical Officer
</TABLE>
- ------------------------
(1) Reflects bonuses based on fiscal year net income. Bonuses are paid
quarterly based on quarterly net income before bonuses, for the first
three fiscal quarters and are reconciled for the full fiscal year after
the fiscal year end. The bonuses are subject to certain limitations,
which vary among the individuals.
(2) Automobile allowance.
(3) In May 1994, the Company entered into an employment agreement with Ronald
H. Deferrari, for a term of three years. The agreement was amended in
June 1995. Under Mr. Deferrari's current agreement he receives $150,000
in cash compensation per year and a bonus based on 3% of the Company's
fiscal year net earnings, such bonus not to exceed $100,000. Upon
termination of the agreement, including termination on death and
disability, Mr. Deferrari is entitled to receive the full compensation
provided thereunder for the remainder of the term of the agreement, unless
the termination is made by the Company based upon reasonable cause as
defined in the agreement, in which event the compensation shall continue
one year from the notice of termination. Mr. Deferrari is entitled to
terminate the agreement in the event of a change of control of the
Company, in which case Mr. Deferrari will also be entitled to receive the
full compensation provided thereunder for the remainder of the agreement
term.
(4) In May 1994, the Company entered into an employment agreement with Mr.
Ronald S. Deferrari, for a term of three years. The agreement was amended
in June 1995. Under Mr. Deferrari's current agreement he receives
$160,000 per year in cash compensation, a bonus based on 5% of the
Company's fiscal year net earnings, such bonus not to exceed $150,000 and
reimbursement for two automobiles. Upon termination of the agreement,
including termination on death and disability, Mr. Deferrari is entitled
to receive the full compensation provided thereunder for the remainder of
the term of the agreement, unless the termination is made by the Company
based upon reasonable cause as defined in the agreement, in which event
the
5
<PAGE> 8
compensation shall continue one year from the notice of termination. Mr.
Deferrari is entitled to terminate the agreement in the event of a change
of control of the Company, in which case Mr. Deferrari will also be
entitled to receive the full compensation provided thereunder for the
remainder of the agreement term.
(5) Sales commissions earned by Ronald S. Deferrari under a prior agreement.
Under Ronald S. Deferrari's current employment agreement described in
footnote 4 above, he is not entitled to sales commissions.
(6) In February 1995, the Company entered into a new employment agreement
with Ms. DeFerrari for a three year term. Under such agreement, Ms.
DeFerrari is to receive $101,000 per year in cash compensation and a bonus
based on 2.5% of the Company's fiscal year net earnings, such bonus not to
exceed $100,000 annually. Upon termination of the agreement, including
termination on death and disability, Ms. DeFerrari is entitled to receive
the full compensation provided thereunder for the remainder of the term of
the agreement, unless a termination is made by the Company based upon
reasonable cause as defined in the agreement, in which event the
compensation shall continue one year from the notice of termination. Ms.
DeFerrari is entitled to terminate the agreement in the event of a change
of control of the Company, in which case Ms. DeFerrari will also be
entitled to receive the full compensation provided thereunder for the
remainder of the agreement term.
(7) Mr. Barratt became an executive officer of the Company in July 1995.
In February 1996, the Company entered into an employment agreement with
Mr. Barratt for a two year term. Under such agreement, Mr. Barratt is to
receive $110,510 per year in cash compensation and a bonus based on 1% of
the Company's fiscal year net earnings, such bonus not to exceed $75,000
annually. Upon termination of the agreement, including termination on
death and disability, Mr. Barratt is entitled to receive the full
compensation provided thereunder for the remainder of the term of the
agreement, unless a termination is made by the Company for cause as
defined in the agreement. Mr. Barratt is entitled to terminate the
agreement in the event of a change of control of the Company, in which
case Mr. Barratt will also be entitled to receive the full compensation
provided thereunder for the remainder of the agreement term.
The following table provides certain information regarding the stock
options granted during fiscal 1995 to the named executive officers in the
Summary Compensation Table.
OPTION GRANTS IN FISCAL 1995
<TABLE>
<CAPTION>
Potential Realizable
Individual Grants Value at Assumed
----------------------------------------------- Annual Rates of
Number of % of Total Stock Price
Shares Options Appreciation for
Underlying Granted to Exercise or Option Term($)
Options Employees in Base Price Expiration ----------------------
Name Granted(#) Fiscal Year(%) Per Share($) Date 5% 10%
- ---- ---------- -------------- ------------ ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Ronald H. Deferrari -- -- -- -- -- --
Ronald S. Deferrari 40,000 17.9 1.02 06/26/97 138,246 155,704
30,000 13.5 4.06 06/26/98 19,199 40,316
Diana M. DeFerrari 20,000 9.0 4.06 06/26/98 12,799 26,877
Curtis A. Barratt 20,000 9.0 4.06 06/26/98 12,799 26,877
</TABLE>
6
<PAGE> 9
The following table provides certain information regarding stock options
exercised in fiscal 1995 and 1995 stock option values for the named executive
officers in the Summary Compensation Table. Column (d) plus column (e) lists
the total options held by the executive officers as of November 30, 1995. As
of that date, the executive officers held beneficially, excluding their
options, an aggregate of 2,288,389 shares of Company Common Stock. As a
consequence, executive officers share with all shareholders the risk of future
changes in the market value of Company Common Stock, which will depend upon,
among other factors, the Company's future performance and such executive
officer's contribution to that performance.
AGGREGATED OPTION EXERCISES IN
FISCAL 1995 AND NOVEMBER 30, 1995 OPTION VALUES
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) (f) (g)
Value of unexercised in-the-
Number of unexercised money options at fiscal year
Shares Value options at fiscal year end end($)
acquired on realized ---------------------------- ------------------------------
Name exercise(#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------- ----------- -------------- ------------- ------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Ronald H. Deferrari(1) -- -- -- -- -- --
Ronald S. Deferrari -- -- 25,000 70,000 34,638 86,700
Diana M. DeFerrari 15,000 63,150 10,000 20,000 15,325 --
Curtis A. Barratt 30,000 106,350 -- 20,000 -- --
</TABLE>
- ------------------------
(1) Does not include 100,000 shares acquired on the exercise of the warrant
described in footnote 1 to the Common Stock Ownership Table. Such
warrants were exercised on April 4, 1995 at an exercise price of $.7721
per share. The closing price of the Company's Common Stock on that date
was $4.125. Also, does not include 400,000 shares remaining under the
warrant described in footnote (1) to the Common Stock Ownership Table.
CERTAIN TRANSACTIONS WITH AND INDEBTEDNESS OF MANAGEMENT
On November 1, 1994, Magnetran, the Company's subsidiary located in New
Jersey, entered into a 5 year gross lease for approximately 17,750 square feet,
with the Company's Chief Executive Officer. The premises are leased at an
annual base rental of $86,841, which escalates 3% annually. After the initial
term of the lease, Magnetran has an option to renew for five years with a 3%
increase each year. The rent paid to the Chief Executive Officer for fiscal
1995 was approximately $87,000. The Company believes that the terms of the
lease are generally as favorable to the Company as could be obtained from
unaffiliated third parties.
In 1995, Ronald S. Deferrari, an officer of the Company, inadvertently
incurred an obligation to the Company of approximately $69,000 under
Section 16(b) of the Securities Exchange Act of 1934 arising out of grants
of options to him under the Company's 1988 Stock Option Plan and the sale
of shares he acquired on the exercise of options within a six month period.
The obligation was paid to the Company in full.
7
<PAGE> 10
COMMON STOCK OWNERSHIP
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 7, 1996 by (i) each person
who is known to beneficially own more than 5% of the Company's stock, computed
in accordance with Securities Exchange Act Rule 13d-3; (ii) each of the
Company's directors; and (iii) all directors and executive officers of the
Company as a group. The Shareholders listed possess sole voting and investment
power with respect to the shares listed.
<TABLE>
<CAPTION>
AMOUNT APPROXIMATE
OF BENEFICIAL PERCENT OF
NAME OWNERSHIP CLASS
- ---- ------------- -----------
<S> <C> <C>
Ronald H. Deferrari
9509 International Court
St. Petersburg, FL 33716 2,538,005(1) 22.96%
A.S. Gianoplus
8007 Algarve St.
McLean, VA 222102 28,000(2) (4)
Lubek Jastrzebski
450 Gulfview Blvd.
Apartment 1705
South Clearwater, FL 34630 --(3) --
Ronald S. Deferrari
9509 International Court
St. Petersburg, FL 33716 168,092(5) 1.52%
Diana M. DeFerrari
9509 International Court
St. Petersburg, FL 33716 93,792(6) (4)
Curtis A. Barratt
9509 International Court
St. Petersburg, FL 33716 50,500(7) (4)
Executive officers
and directors as a group
(8 persons) 2,972,389 26.80%
</TABLE>
- -----------
(1) Includes 400,000 shares that may be acquired by Mr. Deferrari at a price
of $0.7721 per share at any time prior to April 20, 2002 under a warrant
issued to Mr. Deferrari in 1987 in connection with his personal guaranty
of a loan made to the Company. The percentage shown assumes that the
shares subject to this warrant are outstanding.
(2) Includes an option to purchase 5,000 shares at a price of $2.25 per share,
which expires on June 30, 2000.
8
<PAGE> 11
(3) See "ELECTION OF DIRECTORS, Committees, Meetings and Compensation of the
Board of Directors" regarding a 5,000 share option proposed to be granted
to Dr. Jastrzebski.
(4) Less than 1% of the outstanding Common Stock.
(5) Includes options to purchase 5,000 shares at a price of $1.41 per share,
which expires on March 9, 1996; 40,000 shares at a price of $1.02 per
share, which expires on June 26, 1997; 30,000 shares at a price of $4.06
per share, which expires on June 26, 1998; and an option to purchase
40,000 shares at a price of $2.62 per share, which expires on December 26,
1998.
(6) Includes an option to purchase 20,000 shares at a price of $4.06 per
share, which expires on June 26, 1998; and an option to purchase 30,000
shares at a price of $2.62 per share, which expires on December 26, 1998.
(7) Includes an option to purchase 20,000 shares at a price of $4.06 per
share, which expires on June 26, 1998; and an option to purchase 20,000
shares at a price of $2.62 per share, which expires on December 26, 1998.
SECTION 16(A) REPORTING COMPLIANCE
Mr. Gianoplus did not timely file a Report on Form 5 that was due in
mid-February, 1996 to report his receipt of a 5,000 share formula option as a
member of the committee that administers the Company's 1995 Stock Incentive
Plan. The report was filed in March, 1996.
ELIMINATION OF SHAREHOLDERS' RIGHT TO ACT BY WRITTEN CONSENT
(ITEM NO. 2)
The Florida Business Corporation Act, under which the Company is
incorporated, provides that unless otherwise provided in the articles of
incorporation, any action that may be taken at an annual or special meeting of
shareholders may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
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 Company's Articles of Incorporation, as amended to date (the "Articles"),
currently do not negate the right of shareholders to act by written consent in
lieu of a meeting.
The Board of Directors has unanimously adopted a proposal, which is being
submitted to the shareholders for their approval, to further amend the Articles
in order to eliminate the right of shareholders to act by written consent in
lieu of a meeting (the "Amendment"). The Amendment would add the following
additional paragraph to Article IX, which deals generally with shareholder
meetings:
Any action required or permitted to be taken at any annual
or special meeting of shareholders of this corporation may be
taken only upon the vote of such shareholders at an annual or
special meeting duly called, and may not be taken by written
consent of such shareholders without a meeting.
Under applicable law, shareholders are entitled or required to vote on a
limited number of major corporate actions or transactions, such as amendments
of the Articles, mergers, plans for share exchanges, dissolutions and similar
fundamental matters affecting the corporation. In most cases, holders of a
majority of the outstanding shares have sufficient voting power to take the
required action on behalf of shareholders, although certain matters require a
larger plurality. The directors believe that it is not appropriate to permit
shareholders of the Company who hold the requisite voting power to take an
action that is a proper subject for shareholders action without convening a
meeting and without the related formalities, including the need to supply
information to the
9
<PAGE> 12
shareholders generally. Rather, the directors believe that actions to be taken
by the Company's shareholders should be taken at a duly convened meeting, and
only after all of the shareholders entitled to vote have received due notice of
the meeting, have received the information that they are legally entitled to
receive and have had the opportunity to participate at the meeting in person or
by proxy.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE
"FOR" THE AMENDMENT TO THE ARTICLES.
Vote Required
The Amendment shall be adopted upon receiving the affirmative votes of
holders of a majority of the shares outstanding.
10
<PAGE> 13
APPENDIX A
PLASMA-THERM, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, a stockholder of Plasma-Therm, Inc. (the "Company"), hereby
constitutes and appoints RONALD H. DEFERRARI, A.S. GIANOPLUS, and LUBEK
JASTRZEBSKI, or any of them acting individually, as the attorney and proxy of
the undersigned, with full power of substitution, for and in the name and stead
of the undersigned, to attend the Annual Meeting of Stockholders of the Company
to be held at the Company's headquarters, 9509 International Court, St.
Petersburg, Florida 33716, on Tuesday, April 30, 1996 at 10:00 a.m., and any
adjournment or postponement thereof and therein to vote all shares of Common
Stock which the undersigned would be entitled to vote if personally present.
(CONTINUED ON REVERSE SIDE - PLEASE SIGN ON OTHER SIDE)
<PAGE> 14
/X/ PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
<TABLE>
<S> <C> <C> <C>
WITHHOLD
FOR AUTHORITY
all nominees to vote for all nominees NOMINEES:
listed at right listed at right Ronald H. Deferrari
Election of A.S. Gianoplus
1. Directors. / / / / Lubek Jastrzebski
Indicated in
the Proxy
Statement
</TABLE>
(INSTRUCTION: to withhold authority to vote for any individual nominee, write
that nominee's name on the line below.)
- -------------------------------------
FOR AGAINST ABSTAIN
2. Proposal to further amend the Company's / / / / / /
Articles of Incorporation, as amended, to
eliminate the right of the shareholders to
act by written consent without holding a
meeting.
UNLESS OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED "FOR" THE ELECTION
OF THE LISTED NOMINEES AS DIRECTORS AND "FOR" THE PROPOSAL SET FORTH ABOVE.
THIS PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY TO VOTE WITH RESPECT TO ANY
OTHER BUSINESS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR
POSTPONEMENT THEREOF.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and Proxy Statement for the Meeting.
PLEASE SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED POSTAGE PREPAID
ENVELOPE.
Signature: Date Date
--------------- -------- ------------------- ---------
Signature if Held Jointly
Note: Please sign exactly as your name(s) appear(s) above. When signing as
attorney-in-fact, executor, administrator, trustee or guardian, please
give your title as such, and if signer is a corporation, please sign
with full corporate name by duly authorized officer or officers and
affix the corporate seal. When stock is issued in the name of two or
more person, all such persons should sign.
