SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
PLASMA-THERM, INC.
(Name of Registrant as Specified in Its Charter)
PLASMA-THERM, INC.
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
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PLASMA-THERM, INC.
10050 16TH STREET NORTH
ST. PETERSBURG, FLORIDA 33716 /bullet/ USA
---------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 11, 1999
---------------
Notice is hereby given that the Annual Meeting of Shareholders of
PLASMA-THERM, INC. (the "Company") will be held at the offices of the Company,
10050 16th Street North, St. Petersburg, Florida, on Tuesday, May 11, 1999 at
10:00 A.M., local time, for the following purposes:
1. To approve an amendment to the Company's Articles of Incorporation
and Bylaws to provide for the classification of the Board of
Directors into three classes and to establish procedures for filling
vacancies on the Board of Directors.
2. To elect four persons to serve as Directors of the Company.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Shareholders of record as of the close of business on Wednesday, March
3, 1999, are 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 plan to attend the meeting, please complete, sign and date the enclosed
proxy and return it as promptly as possible in the envelope enclosed for that
purpose. 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
March 29, 1999 STACY L. WAGNER
Secretary
- --------------------------------------------------------------------------------
Shareholders who do not expect to attend the meeting in person are urged to
complete, sign and date the enclosed proxy and return it in the enclosed
postage-paid envelope.
- --------------------------------------------------------------------------------
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PLASMA-THERM, INC.
---------------
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 (the "Annual Meeting") to be held Tuesday, May 11, 1999
at 10:00 a.m., local time, or at any adjournment thereof, for the purposes set
forth herein and in the accompanying Notice of Annual Meeting. The Annual
Meeting will be held at the Company's headquarters located at 10050 16th Street
North, St. Petersburg, Florida 33716. The telephone number at that address is
(727) 577-4999. This Proxy Statement and the Company's Annual Report on Form
10-K for the period ended November 30, 1998 are first being mailed to
shareholders entitled to vote at the Annual Meeting on or about March 29, 1999.
Shareholders of record as of March 3, 1999 (the "Record Date") are
entitled to notice of and to vote at the Annual Meeting. As of the Record Date,
there were 11,220,061 shares of the Common Stock outstanding and entitled to
vote. There is no other class of voting securities outstanding. Each outstanding
share of Common Stock, $.01 par value (the "Common Stock") is entitled to one
vote on all matters submitted to a vote of shareholders. Votes may not be
cumulated in the election of directors. The presence, in person or by proxy, at
the Meeting of the holders of a majority of the shares of Common Stock entitled
to vote will constitute a quorum for purposes of the Meeting.
If the proxy card accompanying this Proxy Statement is properly
executed, dated and returned, the shares of Common Stock represented thereby
will be voted as instructed on the proxy card, but if no instructions are given,
such shares of Common Stock will be voted "FOR" each of the Proposals listed in
the Notice of Annual Meeting of Shareholders and described more fully in this
Proxy Statement. Any proxy given may, however, be revoked by the shareholder
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 presence of a shareholder at the Annual Meeting
will not operate to revoke his proxy.
The holders of a proxy are authorized to vote the shares of Common Stock
represented thereby in their discretion upon such other business as may properly
come before the Annual Meeting or any adjornments or postponement thereof. This
would include any shareholder proposal omitted from this Proxy Statement and the
accompanying form of proxy pursuant to sec rule 14a-8 of the Securities Exchange
Act of 1934, as amended, which allows the Company to exclude certain shareholder
proposals from this Proxy Statement.
Votes cast by proxy or in person at the Annual Meeting will be tabulated
by the inspector of elections appointed for the Annual Meeting who will also
determine whether a quorum is present for the transaction of business. The
Company's Bylaws provide that a quorum is present if the holders of a majority
of the issued and outstanding shares of Common Stock entitled to vote at the
Meeting are present in person or represented by proxy. Abstentions will be
counted as shares that are present and entitled to vote for purposes of
determining whether a quorum is present. Shares held by nominees for beneficial
owners will also be counted for purposes of determining whether a quorum is
present if the nominee has the discretion to vote on at least one of the matters
presented, even though the nominee may not exercise discretionary voting power
with respect to other matters and even though voting instructions have not been
received from the beneficial owner (a "broker non-vote"). Neither abstentions
nor broker non-votes are counted in determining whether a proposal has been
approved.
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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 or
telephone 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 materials
to the beneficial owners of the Company's Common Stock.
The Board of Directors has engaged Corporate Investor Communications,
Inc. ("CIC") to solicit proxies on behalf of the Board. CIC will develop a
communications strategy, perform the broker search, distribute proxy materials
and solicit voted proxies from all banks, brokers, nominees and intermediaries
in accordance with applicable governmental regulations. The anticipated cost of
the proxy solicitation is $25,000 and will be paid by the Company.
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PROPOSAL 1
CLASSIFICATION OF BOARD OF DIRECTORS
The Board of Directors has unanimously approved a resolution to amend
the Company's Articles of Incorporation and Bylaws to provide for the
classification of the Board of Directors into three classes and to establish
procedures for filling vacancies on the Board. At the Annual Meeting,
shareholders will vote on the amendment. The proposed amendment to the Company's
Articles of Incorporation is attached as Exhibit 1. The statements made in this
Proxy Statement with respect to this amendment to the Articles of Incorporation
should be read in conjunction with and are qualified in their entirety by
reference to Exhibit 1. If Proposal 1 is adopted, corresponding changes will be
made to the Company's Bylaws.
THE BOARD OF DIRECTORS BELIEVES THAT THE ADOPTION OF PROPOSAL 1 IS IN
THE BEST INTERESTS OF THE COMPANY AND URGES EACH SHAREHOLDER TO VOTE "FOR"
PROPOSAL 1. EXECUTED AND UNMARKED PROXIES WILL BE VOTED AT THE ANNUAL MEETING IN
FAVOR OF PROPOSAL 1.
If Proposal 1 is adopted, the Articles of Incorporation would be amended
to provide for a classified Board of Directors into three separate classes of
directors, as nearly equal in number as possible, with each class serving a
three-year term (except initially) and until their successors are duly elected
and qualified and with each class being elected at different annual shareholder
meetings. To classify the Board following the adoption of Proposal 1, Class I
would consist of one director to hold office for a term expiring at the 2000
Annual Meeting, Class II would consist of two directors to hold office for a
term expiring at the 2001 Annual Meeting, and Class III would consist of one
director to hold office for a term expiring at the 2002 Annual Meeting. At each
Annual Meeting after 1999, directors would be elected to succeed those whose
terms then expire and each newly elected director will be elected for a
three-year term. The proposed Amendment would replace the prior system of
electing all of the directors annually for one-year terms.
The effect of a classified Board of Directors may be circumvented by
increasing or decreasing the size of the Board. At present, vacancies on the
Board of Directors, including vacancies resulting from an increase in the number
of directors, are required to be filled by a majority of the remaining members
of the Board, although less than a quorum and, if not so filled, by a majority
of the shareholders. New directors selected to fill vacancies serve as a
director until a successor is elected by the shareholders at the next annual
meeting at which directors are elected.
To avoid circumventing the effect of a classified Board, Proposal 1
provides that the size of the Board may be fixed solely by action of the Board
itself, and that any vacancies in the Board of Directors be filled by a majority
vote of the remaining directors then in office, even though less than a quorum.
If the number of directors constituting the Board is increased or decreased, the
resulting number of directors will be apportioned among the three classes so as
to make all classes as nearly equal in number as possible, except that the term
of any incumbent director may not be shortened.
Under the Florida law, the term of a director elected to fill a vacancy
expires at the next shareholders' meeting at which directors are elected.
Accordingly, in the event that shareholders approve Proposal 1, persons
appointed by the Board to fill vacancies will stand for reelection at the next
annual meeting of shareholders; however, each person so elected would serve for
the remainder of the full term of the class in which the new directorship was
created or the vacancy occurred.
As a result of directors serving for longer terms that expire at
different times, the Board of Directors believes that a classified Board will
promote continuity of management and, thereby enhance the ability of the Company
to carry out long-range plans and goals for its benefit and the benefit of its
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shareholders. Proposal 1, however, has certain anti-takeover effects. See
"Anti-Takeover Effects" below.
VOTE REQUIRED FOR APPROVAL
The affirmative vote of holders of at least 66-2/3% of the outstanding
Common Stock is required to approve Proposal 1. If approved, the Company will
file Articles of Amendment to the Company's Articles of Incorporation with the
Secretary of State of Florida. Upon acceptance of that filing, the amendment to
the Articles of Incorporation would become effective. Thereafter, the Board of
Directors will adopt conforming amendments to the Bylaws.
ANTI-TAKEOVER EFFECTS
The Board of Directors has evaluated the potential vulnerability of the
Company's shareholders to the threat of unfair or coercive takeover tactics. The
Board believes that adoption of Proposal 1 will deter unsolicited takeover
attempts by preventing a hostile acquiror from obtaining immediate control of
the Board. If the Company's Board is classified, a majority shareholder could
not obtain control of the Board until the second annual shareholders' meeting
after it acquired a majority of the voting stock. Currently, only one annual
meeting is necessary to change the majority of the directors.
Proposal 1 is not in response to any effort, of which the Company is
aware, to accumulate the Common Stock or to obtain control of the Company.
Rather, the Board of Directors believes that unsolicited takeover attempts may
be unfair or disadvantageous to the Company and its shareholders because: (i) a
non-negotiated takeover bid may be timed to take advantage of temporarily
depressed stock prices; (ii) a non-negotiated takeover bid may be designed to
foreclose or minimize the possibility of more favorable competing bids or
alternative transactions; and (iii) a non-negotiated takeover bid may involve
the acquisition of only a controlling interest in the corporation's stock,
without affording all shareholders the opportunity to receive the same economic
benefits.
By contrast, in a transaction in which a potential acquiror must
negotiate with an independent board of directors, the board can consider the
underlying and long-term value of the Company's business, technology and other
assets, the possibilities for alternative transactions on more favorable terms,
possible advantages from a tax-free reorganization, anticipated favorable
developments in the Company's business not yet reflected in the stock price and
equality of treatment of all shareholders. Thus, the Board of Directors believes
that Proposal 1 is in the best interests of the Company and its shareholders and
recommends that the shareholders approve Proposal 1.
Despite the potential benefits of Proposal 1, it may also have the
effect of delaying or discouraging a merger, tender offer or an unsolicited
change in control of the Company. As a result of Proposal 1, shareholders who
might wish to participate in a tender offer may not have an opportunity to do
so, even though a majority of the shareholders may deem such a transaction to be
in their best interests or shareholders may receive in a tender offer a
substantial premium for their shares over the then current market value or over
their cost basis in such shares. In addition, to the extent that such provisions
enable the Board of Directors to resist a takeover or a change in control of the
Company, they could make it more difficult to change the existing Board of
Directors and management.
Shareholders should also be aware that the classified board provisions
are applicable to every election of directors, rather than only in an election
occurring after a change in control of the Company. Thus, if adopted, Proposal 1
will make it more difficult to change the majority of Directors even when the
only reason for the change may be the performance of the present Directors.
The Company's Articles of Incorporation and Bylaws currently contain
other provisions having anti-takeover effects. These include super-majority
voting provisions to amend the Articles of Incorporation, the inability of
shareholders to take action by written consent without a meeting, and the
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<PAGE>
requirement that directors can only be removed "for cause." In addition, the
Company is subject to several anti-takeover provisions under Florida law that
apply to public corporations organized under Florida law unless the corporation
has elected to opt out of those provisions. The Company has not elected to opt
out of these provisions. These provisions prohibit the voting of shares of the
Common Stock that are acquired in certain "control share acquisitions" unless
the Company's board of directors or shareholders approve the acquisition. In
addition, these provisions prohibit the Company from engaging in a broad range
of business combinations or other extraordinary corporate transactions with an
"interested shareholder" except in certain circumstances.
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PROPOSAL 2
ELECTION OF DIRECTORS
The four persons listed below have been nominated by the Board of
Directors to serve as directors of the Company. Nominees for directors who
receive a plurality of the votes cast by the holders of the outstanding shares
of Common Stock will be elected. Abstentions, broker non-votes and withheld
votes are not counted in determining the number of votes cast for any nominee
for director.
If the Amendment to the Articles of Incorporation to provide for a
classified Board of Directors (see "Proposal 1") is adopted, the Board of
Directors will be divided into three classes of directors, serving staggered
three-year terms of one, two and three years, respectively. This Meeting will be
the first election of directors after the amendment which created the classified
Board of Directors. Accordingly, if Proposal 1 is adopted, Mr. Gianoplus will be
elected for a term expiring at the Company's 2000 Annual Meeting, Messrs. Heglin
and Jastrzebski for terms expiring at the Company's 2001 Annual Meeting, and Mr.
Deferrari for a term expiring at the Company's 2002 Annual Meeting; in each
case, until their successors are duly elected and qualified. At each Annual
Meeting after 1999, directors will be elected to succeed those directors whose
terms then expire, and each person so elected will serve for a three-year term.
If Proposal 1 is not approved, all of the directors elected at the
Meeting will serve one-year terms until the 2000 Annual Meeting and until their
successors are duly elected and qualified.
It is the intention of the persons named in the accompanying form of
proxy to vote such proxy for the election as directors of the following
nominees. In the event that any nominee is unable to serve or will not serve as
a director, it is intended that the proxies solicited hereby will be voted for
such other person or persons as may be nominated by management. The Board of
Directors has no reason to believe that the nominees named below will be
unavailable, or if elected, will decline to serve.
The following information is set forth with respect to the persons
nominated for election as a director and each director of the Company whose term
of office will continue after the meeting.
NOMINEES FOR ELECTION AT THE ANNUAL MEETING
TERM WILL EXPIRE
DIRECTOR (IF PROPOSAL 1 IS
NAME AGE SINCE ADOPTED)
---- --- --------- ----------------
Ronald H. Deferrari........... 58 1975 2002
Anastasios S. Gianoplus....... 68 1989 2000
Richard T. Heglin............. 62 1997 2001
Lubek Jastrzebski............. 50 1996 2001
Ronald H. Deferrari........... Founder and Chairman of the Board of Directors
since 1975; President of the Company from 1975 to
1995; Chief Executive Officer, Chief Financial
Officer and Treasurer until October 1998.
Anastasios S. Gianoplus....... President of Open Retail Systems, Inc., a
supplier of software systems and services to the
retail industry, since July 1995. From August
1988 to June 1995, Mr. Gianoplus served as
Executive Vice President of Compex Corporation,
a provider of computer systems and services to
government and industry.
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Richard T. Heglin............. President of Leybold Semiconductor Vacuum
Systems, a Division of Leybold Vakuum
GMBH of Cologne, Germany. During calendar year
1998, Mr. Heglin was also President of Balzers
and Leybold Taiwan, located in Hsinchu, R.O.C.,
and has been with the company for more than five
years.
Lubek Jastrzebski............. Vice President and founder of Semiconductor
Diagnostics Inc. (SDI) of Tampa, a provider of
sophisticated contamination monitoring equipment
to the integrated circuit (IC) industry, for more
than 10 years.
VOTE REQUIRED FOR APPROVAL
Nominees for directors who receive a plurality of the votes cast by the
holders of the shares of Common Stock in person or by proxy at the Meeting shall
be elected. Abstentions, broker non-votes and withheld votes are not counted in
determining the number of votes cast for any nominee for director.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE ABOVE
NOMINEES FOR ELECTION AS DIRECTORS OF THE COMPANY.
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of March 3, 1999 by each
person known to the Company to own beneficially more than five percent of the
Company's Common Stock, each director, each nominee for election as a director,
each executive officer, and all executive officers and directors as a group.
AMOUNT PERCENT
BENEFICIALLY OF
NAME OF BENEFICIAL OWNER OWNED (1) CLASS
------------------------ ------------ --------
Ronald H. Deferrari (2) ......................... 2,038,300 18.17%
Anastasios S. Gianoplus (3) ..................... 40,000 *
Richard T. Heglin (4) ........................... 6,000 *
Lubek Jastrzebski (5) ........................... 40,000 *
Ronald S. Deferrari (6) ......................... 531,892 4.53%
Edmond A. Richards (7) .......................... 146,000 1.29%
Stacy L. Wagner (8) ............................. 128,000 1.13%
Jay N. Sasserath (9) ............................ 100,000 *
W. Nicholas Goetz ............................... -0- *
All directors and executive officers as a group
(9 persons)...................................... (3,030,192) 24.97%
- -----------------------
*Less than one percent. SEE FOOTNOTES ON FOLLOWING PAGE.
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FOOTNOTES CONTINUED ON FOLLOWING PAGE.
FOOTNOTES:
(1) The named shareholders have sole voting and dispositive power with
respect to all shares shown as being beneficially owned by them, except
as otherwise indicated.
(2) The number of shares reflected includes (i) 500,000 shares owned by the
Ronald H. Deferrari Revocable Trust U/T/A 8/9/97 for which Ronald H.
Deferrari is the sole trustee; (ii) 390,000 shares held by the R & C
Deferrari Family Limited Partnership (the "R&C Deferrari FLP"), the
general partner of which is R & C Management, Inc.; (iii) 390,000 shares
held by the R & S Deferrari Family Limited Partnership (the "R&S
Deferrari FLP"), the general partner of which is R & S Management, Inc.;
and (iv) 320,000 shares held by the R & D Deferrari Family Limited
Partnership (the "R&D Deferrari FLP"), the general partner of which is R
& D Management, Inc. Ronald H. Deferrari is the sole limited partner and
is the sole officer, director and shareholder of the general partners of
the R&C Deferrari FLP, the R&S Deferrari FLP and the R&D Deferrari FLP,
and has sole voting and dispositive power over the shares owned thereby.
Ronald H. Deferrari is the founder of the Company. His address is 10050
16th Street North, St. Petersburg, Florida 33716. Ronald H. Deferrari is
the father of Ronald S. Deferrari.
(3) The number of shares reflected includes 20,000, 5,000, 5,000 and 5,000
shares which Mr. Gianoplus has the right to acquire pursuant to
currently exercisable stock options at exercise prices of $4.12, $3.60,
$6.97, and $6.19 per share, respectively. The number of shares reflected
does not include 5,000 shares which Mr. Gianoplus has the right to
acquire pursuant to a stock option exercisable after June 30, 1999, at
an exercise price of $3.75 per share.
(4) The number of shares reflected includes 5,000 shares which Mr. Heglin
has the right to acquire pursuant to currently exercisable stock options
at a price of $6.19 per share.
(5) The number of shares reflected includes 5,000, 20,000, 5,000, 5,000 and
5,000 shares which Dr. Jastrzebski has the right to acquire pursuant to
currently exercisable stock options at exercise prices of $3.87, $4.12,
$3.60, $6.97, and $6.19 per share, respectively. The number of shares
reflected does not include 5,000 shares which Dr. Jastrzebski has the
right to acquire pursuant to a stock option exercisable after June 30,
1999, at an exercise price of $3.75 per share.
(6) The number of shares reflected includes 110,000, 150,000, 125,000 and
125,000 shares which Mr. Deferrari has the right to acquire pursuant to
currently exercisable stock options at exercise prices of $3.87, $4.12,
$6.97 and $6.19 per share, respectively. The number of shares reflected
does not include 50,000 shares which Mr. Deferrari has the right to
acquire pursuant to a stock option exercisable after July 8, 1999, at an
exercise price of $4.75 per share. Ronald S. Deferrari is the son of
Ronald H. Deferrari.
(7) The number of shares reflected includes 50,000, 30,000 and 50,000 shares
which Mr. Richards has the right to acquire pursuant to currently
exercisable stock options at exercise prices of $4.12, $6.97 and $6.19
per share, respectively. The number of shares reflected does not include
15,000 shares which Mr. Richards has the right to acquire pursuant to a
stock option exercisable after July 8, 1999, at an exercise price of
$4.75 per share.
(8) The number of shares reflected includes 50,000, 10,000, 15,000, 10,000,
and 10,000 shares which Ms. Wagner has the right to acquire pursuant to
currently exercisable stock options at exercise prices of $3.87, $5.25,
$4.12, $6.97, and $6.19 per share, respectively. The number of shares
reflected does not include 15,000 shares which Ms. Wagner has the right
to acquire pursuant to a stock option exercisable after July 8, 1999, at
an exercise price of $4.75 per share.
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(9) The number of shares reflected includes 50,000 and 50,000 shares which
Dr. Sasserath has the right to acquire pursuant to currently exercisable
stock options at exercise prices of $6.97 and $6.19 per share,
respectively. The number of shares reflected does not include 7,500
shares which Dr. Sasserath has the right to acquire pursuant to a stock
option exercise after July 8, 1999, at an exercise price of $4.75 per
share.
SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
During fiscal year ended November 30, 1998, the Company's directors and
executive officers and each person who beneficially owns more than 10% of the
Common Stock filed with the Securities and Exchange Commission (the
"Commission") on a timely basis all required reports relating to transactions
involving equity securities of the Company held by them.
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EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain summary information concerning
compensation for the last three fiscal years paid or accrued by the Company's
Chief Executive Officer and each of the four other most highly compensated
executive officers of the Company who earned more than $100,000 (determined as
of November 30, 1998):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
--------------------------------------------------------------------
AWARDS PAYOUTS
---------------------- -------
OTHER RESTRICTED ALL
ANNUAL STOCK OPTIONS/ LTIP OTHER
NAME AND PRINCIPAL FISCAL SALARY BONUS COMPENSATION AWARD(S) SARS PAYOUTS COMPENSATION
POSITION YEAR ($) ($)(1) ($)(2) ($) (#) ($) ($)
- -------------------- ----- -------- -------- --------- ---------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ronald H. 1998 $150,000 $100,000 $33,296 ___ ___ ___ ___
Deferrari (3) 1997 $150,000 $100,000 $33,454 ___ ___ ___ ___
Chairman of the 1996 $150,000 $99,357 $36,306 ___ ___ ___ ___
Board and former
Chief Executive
Officer, Chief
Financial Officer
and Treasurer
(until 10/1/98)
Ronald S. 1998 $160,000 $199,529 $35,363 ___ 125,000 ___ ___
Deferrari (4) 1997 $160,000 $250,000 $18,968 ___ 275,000 ___ ___
President and 1996 $160,000 $150,000 $8,334 ___ 150,000 ___ ___
Chief Executive
Officer (CEO as of
10/1/98)
Edmond A. Richards (5) 1998 $146,772 $19,953 ___ ___ 50,000 ___ ___
Vice President of 1997 $146,772 $25,201 ___ ___ 80,000 ___ ___
Engineering 1996 $144,779 $3,671 $3,240 ___ 18,000 ___ ___
Stacy L. Wagner (6) 1998 $91,290 $39,906 $9,300 ___ 10,000 ___ ___
Chief Financial 1997 $76,370 $50,400 ___ ___ 25,000 ___ ___
Officer, Treasurer 1996 $63,545 $24,791 ___ ___ 70,000 ___ ___
and Corporate
Secretary (as of
10/1/98)
Jay N. Sasserath (7) 1998 $112,800 $19,953 $7,200 ___ 50,000 ___ ___
Vice President of 1997 ___ ___ ___ ___ ___ ___ ___
Strategic Marketing
<FN>
- -------------------
(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.
</FN>
</TABLE>
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(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, and in January 1997, the Board of Directors resolved to
permit Mr. Deferrari's employment agreement to renew automatically, in
accordance with its terms, for an additional three-year term. Under Mr.
Deferrari's current agreement, he receives $150,000 in base salary per
year and a bonus equal to 3% of the Company's fiscal year net earnings,
such bonus not to exceed $100,000 annually, and reimbursement for
payments related to the lease or purchase of two automobiles. Upon
termination of the agreement, including termination upon death or
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 case the compensation shall
continue for one year from the notice of termination. Mr. Deferrari is
entitled to terminate the agreement in the event of a change in control
of the Company, in which case Mr. Deferrari also will be entitled to
receive the full compensation provided thereunder for the remainder of
the agreement term. Ronald H. Deferrari is the father of Ronald S.
Deferrari.
(4) In May 1994, the Company entered into an employment agreement with
Ronald S. Deferrari for a term of three years. Under the agreement, Mr.
Deferrari is entitled to a base salary of $136,000 per year, an annual
bonus equal to 5% of the Company's fiscal year net earnings, such bonus
not to exceed $150,000, and reimbursement for car-related expenses. In
June 1995, the agreement was amended to reflect an increase in Mr.
Deferrari's base salary to $160,000 per year, and reimbursement for
payments related to the lease or purchase of two automobiles. In January
1997, the Board of Directors resolved to provide Mr. Deferrari with a
new employment agreement for a three-year term. The new agreement
reflects Mr. Deferrari's promotion from Executive Vice President to
President, a base salary of $160,000 per year, an annual bonus equal to
5% of the Company's fiscal year net earnings, such bonus not to exceed
$250,000, and reimbursement for payments related to the lease or
purchase of two automobiles. If the agreement is terminated due to death
or disability, Mr. Deferrari is entitled to receive full compensation
for the then remaining term of the agreement. If the agreement is
terminated by the Company with cause or by Mr. Deferrari without cause,
Mr. Deferrari is entitled to receive a severance package of six months
salary and benefits (the "severance package") as set forth in the
agreement. If the agreement is terminated by the Company without cause,
Mr. Deferrari is entitled to receive full compensation for the then
remaining term of the agreement as well as the severance package. In the
event of a change in control or change in the Board of Directors of the
Company (as those terms are defined in the agreement), (a) the term of
the agreement will be extended, to the extent necessary, so that there
are 18 months remaining in the term from the time of the change in
control or change in the Board of Directors; and (b) Mr. Deferrari
commits to continue to perform his duties under the agreement for 18
months after the time of the change in control or change in the Board of
Directors after which he may terminate the agreement without a loss or
benefits, as if the Company had terminated the agreement without cause,
except that if Mr. Deferrari terminates the agreement in the event of a
change in control or if the Company terminates the agreement subsequent
to a change in control, Mr. Deferrari is entitled to receive at least 12
months of salary and benefits. In October 1998, the agreement was
amended to reflect Mr. Deferrari's promotion to Chief Executive Officer.
Additionally, under the amended agreement, the Board of Directors
resolved to remove the annual bonus compensation cap of $250,000. In
addition, in the event of a change in control, (a) all stock options
granted to Mr. Deferrari under the Company's 1995 Stock Incentive Plan
(the "Plan") shall immediately become fully vested and exercisable; and
(b) in the event of a change in control, the Stock Option Committee may
accelerate the termination of Mr. Deferrari's stock options granted
under the Plan to a date no earlier than six months following the date
of a change in control. Ronald S. Deferrari is the son of Ronald H.
Deferrari.
11
<PAGE>
(5) The Company entered into an employment agreement with Mr. Richards for a
three-year term, commencing as of January 22, 1997. Under the agreement,
Mr. Richards is entitled to receive $146,772 per year in base salary and
an annual bonus equal to 0.5% of the Company's fiscal year net earnings,
such bonus not to exceed $50,000. If the agreement is terminated due to
death or disability or by the Company without cause, Mr. Richards is
entitled to receive full compensation for the then remaining term of the
agreement. In the event of a change in control (as that term is defined
in the agreement), (a) the term of the agreement will be extended, to
the extent necessary, so that there are 18 months remaining in the term
from the time of the change in control; and (b) Mr. Richards commits to
continue to perform his duties under the agreement for 18 months after
the time of the change in control after which he may terminate the
agreement without a loss of benefits, as if the Company had terminated
the agreement without cause. On October 1, 1998, the agreement was
amended, to address the vesting of options granted under the Plan upon a
change in control. In the event of a change in control, (a) all stock
options granted to Mr. Richards under the Plan shall immediately become
fully vested and exercisable; and (b) in the event of a change in
control, the Stock Option Committee may accelerate the termination of
Mr. Richard's stock options granted under the Plan to a date no earlier
than six months following the date of a change in control.
(6) The Company entered into an employment agreement with Stacy L. Wagner
for a three-year term, commencing as of January 22, 1997. If the
agreement is terminated due to death or disability or by the Company
without cause, Ms. Wagner is entitled to receive full compensation for
the then remaining term of the agreement. In addition, in the event of a
change in control (as that term is defined in the agreement), (a) the
term of the agreement will be extended, to the extent necessary, so that
there are 12 months remaining in the term from the time of the change in
control; and (b) Ms. Wagner commits to continue to perform her duties
under the agreement for 12 months after the time of the change in
control after which she may terminate the agreement without a loss of
benefits, as if the Company had terminated the agreement without cause.
The agreement was amended, effective August 19, 1997 to reflect Ms.
Wagner's promotion from Vice President of Finance and Controller to Vice
President of Finance and Administration. In addition, Ms. Wagner is
entitled to receive a base salary of $85,000 per year, and an annual
bonus equal to 1% of the Company's fiscal year net earnings, such bonus
not to exceed $100,000, plus a monthly car allowance of $600. On October
1, 1998, the agreement was amended, to reflect Ms. Wagner's promotion to
Chief Financial Officer, Treasurer and Secretary. Under the amended
agreement, Ms. Wagner is entitled to receive $100,000 per year in base
salary. Additionally, in the event of a change in control, (a) all
stock options granted to Ms. Wagner under the Plan shall immediately
become fully vested and exercisable; and (b) in the event of a change in
control, the Stock Option Committee may accelerate the termination of
Ms. Wagner's stock options granted under the Plan to a date no earlier
than six months following the date of a change in control.
(7) The Company entered into an employment agreement with Jay N. Sasserath
for a three-year term, commencing as of October 1, 1998. Under the
agreement, Dr. Sasserath is entitled to receive $112,800 per year in
base salary and an annual bonus equal to 0.5% of the Company's fiscal
year net earnings, such bonus not to exceed $50,000, plus a monthly car
allowance of $600. If the agreement is terminated due to death or
disability or by the Company without cause, Dr. Sasserath is entitled to
receive full compensation for the then remaining term of the agreement.
In the event of a change in control (as that term is defined in the
agreement), (a) the term of the agreement will be extended, to the
extent necessary, so that there are 12 months remaining in the term from
the time of the change in control; (b) Dr. Sasserath commits to continue
to perform his duties under the agreement for 12 months after the time
of the change in control after which he may terminate the agreement
without a loss of benefits, as if the Company had terminated the
agreement without cause; (c) all stock options granted to Dr. Sasserath
under the Plan shall immediately become fully vested and exercisable;
and (d) in the event of a change in control, the Stock Option Committee
may accelerate the termination of Dr.
12
<PAGE>
Sasserath's stock options granted under the Plan to a date no earlier
than six months following the date of a change in control.
The following table provides certain information regarding the stock
options granted during fiscal 1998 to the executive officers named in the
Summary Compensation Table.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED
NUMBER OF TOTAL ANNUAL RATES OF STOCK
SHARES OPTIONS/SARS EXERCISE PRICE APPRECIATION FOR
UNDERLYING GRANTED TO OR OPTION TERM
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION -----------------------
NAME GRANTED FISCAL YEAR ($/SH) DATE 5% 10%
---- --------- ----------- ------ ---- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Ronald H. Deferrari -- -- -- -- -- --
Ronald S. Deferrari 125,000 29.0% $6.19 01/13/01 $121,962 $256,111
Edmond A. Richards 50,000 11.6% $6.19 01/13/01 $ 48,785 $102,445
Stacy L. Wagner 10,000 2.3% $6.19 01/13/01 $ 9,757 $ 20,489
Jay N. Sasserath 50,000 11.6% $6.19 01/13/01 $ 48,785 $102,445
W. Nicholas Goetz 20,000 4.6% $6.19 01/13/01 $ 19,514 $ 40,978
</TABLE>
The following table sets forth information with respect to grants of
stock options during fiscal 1998 to the executive officers named in the Summary
Compensation Table.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED
NUMBER OF IN-THE-MONEY
SHARES UNEXERCISED OPTIONS/SARS AT
ACQUIRED VALUE OPTIONS/SARS FY-END ($)*
ON REALIZED AT FY-END (#) --------------------------
NAME EXERCISE ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Ronald H. Deferrari - - - - - -
Ronald S. Deferrari (1) - - 510,000 - - -
Edmond A. Richards (2) 15,000 $73,200 130,000 - - -
Stacy L. Wagner (3) 10,000 $28,700 105,000 - $11,300 -
Jay N. Sasserath (4) - - 100,000 - - -
W. Nicholas Goetz - - - - - -
</TABLE>
*Based on the closing price of the Company's Common Stock on November 30, 1998
as quoted on The Nasdaq Stock Market.
(1) Of the 510,000 stock options held by Mr. Deferrari on November 30, 1998 (a)
110,000 were granted on April 30, 1996, expire on April 30, 1999, and became
exercisable on October 30, 1996, at an exercise price of $3.87 per share;
(b) 150,000 were granted on May 6, 1997, expire on May 6, 2000, and became
exercisable on November 6, 1997, at an exercise price of $4.12 per share;
(c) 125,000
13
<PAGE>
were granted on August 19, 1997, expire on August 19, 2000, and became
exercisable on February 19, 1998, at an exercise price of $6.97 per share;
and (d) 125,000 were granted on January 13, 1998, expire on January 13,
2001, and became exercisable on July 13, 1998, at an exercise price of $6.19
per share.
(2) Of the 130,000 stock options held by Mr. Richards on November 30, 1998 (a)
50,000 were granted on May 6, 1997, expire on May 6, 2000, and became
exercisable on November 6, 1997, at an exercise price of $4.12 per share;
(b) 30,000 were granted on August 19, 1997, expire on August 19, 2000, and
became exercisable on February 19, 1998, at an exercise price of $6.97 per
share; and (c) 50,000 were granted on January 13, 1998, expire on January
13, 2001, and became exercisable on July 13, 1998, at an exercise price of
$6.19 per share.
(3) Of the 105,000 stock options held by Ms. Wagner on November 30, 1998 (a)
10,000 were granted on December 26, 1995, expire on December 26, 1998, and
became exercisable on June 26, 1996, at an exercise price of $2.62 per
share; (b) 50,000 were granted on April 30, 1996, expire on April 30, 1999,
and became exercisable on October 30, 1996, at an exercise price of $3.87
per share; (c) 10,000 were granted on June 26, 1996, expire on June 26,
1999, and became exercisable on December 26, 1996, at an exercise price of
$5.25 per share; (d) 15,000 were granted on May 6, 1997, expire on May 6,
2000, and became exercisable on November 6, 1997, at an exercise price of
$4.12 per share; (e) 10,000 were granted on August 19, 1997, expire on
August 19, 2000, and became exercisable on February 19, 1998, at an exercise
price of $6.97 per share; and (f) 10,000 were granted on January 13, 1998,
expire on January 13, 2001, and became exercisable on July 13, 1998, at an
exercise price $6.19 per share.
(4) Of the 100,000 stock options held by Dr. Sasserath on November 30, 1998 (a)
50,000 were granted on August 19, 1997, expire on August 19, 2000, and
became exercisable on February 19, 1998, at an exercise price of $6.97; and
(b) 50,000 were granted on January 13, 1998, expire on January 13, 2001, and
became exercisable on July 13, 1998, at an exercise price of $6.19 per
share.
REPORT BY THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
The Board of Directors reviews annually the compensation to be paid to
the Company's executive officers. In making such review, the Board of Directors
evaluates information supplied by management. The compensation provided by the
Company to executive officers includes salary, stock options and bonuses. 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 Board of Directors negotiates employment agreements, including
provisions for salary and bonuses, with each of the Company's executive
officers. Currently, pursuant to the Company's employment agreements with its
executive officers, each executive officer receives a fixed annual base salary
and a bonus equal to a fixed percentage of the Company's net earnings for each
fiscal year during the term of the agreement.
SALARY. The Board of Directors' policy is to negotiate salaries
including the salary of Ronald H. Deferrari, the Company's Chairman and former
Chief Executive Officer, 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 set forth in the
Summary Compensation Table on Page 10.
14
<PAGE>
STOCK OPTIONS/BONUSES. The Board of Directors believes that providing a
portion of an executive's annual incentive compensation in the form of stock
options in addition to cash bonuses encourages the executive to share with
outside shareholders the goals of increasing the value of the Company's stock
and contributing to the success of the Company. The Board of Directors
encourages stock ownership by management. Option grants are based upon the
contributions of each individual executive toward achievement of corporate and
individual goals during the previous fiscal year. Ronald H. Deferrari, the
Company's founder and former Chief Executive Officer, has not been granted
options to acquire the Company's Common Stock since its inception. Executive
officer stock option grants for the last three years are listed in the Summary
Compensation Table on Page 10. Similarly, bonus formulae are 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 Common Stock.
In May 1994, the Company entered into a three-year employment agreement
with Ronald H. Deferrari, the Company's founder and former Chief Executive
Officer. Pursuant to the agreement, Mr. Deferrari receives $150,000 in base
salary per year and a bonus equal to 5% of the Company's net earnings, for each
fiscal year during the term of the agreement, such bonus not to exceed $100,000.
Additionally, Mr. Deferrari receives reimbursement for lease payments and other
expenses related to two automobiles. In June 1995, Mr. Deferrari's bonus
percentage was decreased from 5% to 3% of the Company's fiscal year net
earnings. Mr. Deferrari suggested such decrease so that certain other key
employees could receive bonuses without increasing the overall size of the bonus
pool. In January 1997, the Board of Directors resolved to permit Mr. Deferrari's
employment agreement to renew automatically, in accordance with its terms, for
an additional three-year term. Effective October 1, 1998, Mr. Deferrari resigned
as Chief Executive Officer, Chief Financial Officer and Treasurer of the
Company. See Footnote (3) to the Summary Compensation Table on Page 10.
In May 1994, the Company entered into a three-year employment agreement
with Ronald S. Deferrari. Pursuant to the agreement, Mr. Deferrari receives
$136,000 in base salary per year, an annual bonus equal to 5% of the Company's
fiscal year net earnings, such bonus not to exceed $150,000, and reimbursement
for car-related expenses. The agreement was amended in June 1995 to reflect an
increase in Mr. Deferrari's base salary to $160,000 per year, and reimbursement
for lease payments and expenses related to two automobiles. In January 1997, the
Board of Directors resolved to provide Mr. Deferrari with a new employment
agreement for a three-year term, to reflect his promotion to President and to
increase his annual bonus compensation cap to $250,000. In October 1998, the
agreement was amended to reflect Mr. Deferrari's promotion to Chief Executive
Officer, and to address the vesting of options granted under the Plan upon a
change in control. Additionally, under the amended agreement, the Board of
Directors resolved to remove the annual bonus compensation cap of $250,000. See
Footnote (4) to the Summary Compensation Table on Page 10.
Effective January 22, 1997, the Company entered into an employment
agreement with Edmond A. Richards for a three-year term. Under the agreement,
Mr. Richards is entitled to receive $146,772 per year in base salary and an
annual bonus equal to 0.5% of the Company's fiscal year net earnings, such bonus
not to exceed $50,000. On October 1, 1998, the agreement was amended, to address
the vesting of options granted under the Plan upon a change in control. See
Footnote (5) to the Summary Compensation Table on Page 10.
The Company entered into an employment agreement with Stacy L. Wagner
for a three-year term, commencing as of January 22, 1997. The agreement was
amended, effective August 19, 1997, to reflect Ms. Wagner's promotion to Vice
President of Finance and Administration. Under the amended agreement, Ms. Wagner
is entitled to receive $85,000 per year in base salary and an annual bonus equal
to 1% of the Company's fiscal year net earnings, such bonus not to exceed
$100,000, plus a monthly car allowance of $600. On October 1, 1998, the
agreement was amended, to reflect Ms. Wagner's promotion to Chief Financial
Officer, Treasurer and Secretary, and an increase in Ms. Wagner's base salary to
$100,000 per year. Additionally, the amended agreement addresses the vesting of
options granted under the Plan upon a change in control. See Footnote (6) to the
Summary Compensation Table on Page 10.
15
<PAGE>
Effective October 1, 1998, the Company entered into an employment
agreement with Jay N. Sasserath for a three-year term. Under the agreement, Dr.
Sasserath is entitled to receive $112,800 per year in base salary and an annual
bonus equal to 0.5% of the Company's fiscal year net earnings, such bonus not to
exceed $50,000, plus a monthly car allowance of $600. See Footnote (7) to the
Summary Compensation Table on Page 10.
SECTION 162(M). Section 162(m) to the Internal Revenue Code of 1986, as
amended (the "Code"), prohibits a deduction to any publicly held corporation for
compensation paid to a "covered employee" in excess of $1 million per year (the
"Dollar Limitation). A covered employee is any employee who appears in the
Summary Compensation Table who also is employed by the Company on the last day
of the Company's calendar year. The Compensation Committee does not expect the
deductibility of compensation paid in 1998 to any executive officer to be
affected by Section 162(m). The Compensation Committee may consider alternatives
to its existing compensation programs in the future with respect to qualifying
executive compensation for deductibility.
The Company generally is entitled to a tax deduction upon an employee's
exercise of nonqualified options in an amount equal to the excess of the value
of the shares on the date of exercise over the exercise price. Such deduction is
considered compensation for purposes of the Dollar Limitation with respect to
options having an exercise price less than fair market value at the date of
grant. Deductibility of compensation in future years to the named executive
officers may be affected by the Dollar Limitation if they remain covered
employees and exercise options in amounts which would result in compensation to
them exceeding the Dollar Limitation in any year. As of December 31, 1998, four
named executive officers, Ronald S. Deferrari, Edmond A. Richards, Stacy L.
Wagner, and Jay N. Sasserath held then currently exercisable options to acquire
510,000 130,000, 105,000, and 100,000 shares, respectively, of the Company's
Common Stock, with values based on the closing price of the Company's Common
Stock as reported on The Nasdaq Stock Market of approximately $2,008,125,
$511,875, $413,437, and $393,750, respectively. Ronald S. Deferrari, Edmond A.
Richards, Stacy L. Wagner and Jay N. Sasserath each have agreed to cooperate
with the Company in exercising their options so as to minimize any loss of
deductibility due to the Dollar Limitations, however, no assurances can be given
in that regard. Ronald H. Deferrari, the Company's Chairman, has not been
granted any options to acquire the Company's Common Stock since its inception.
MEMBERS OF THE BOARD OF DIRECTORS:
Ronald H. Deferrari, Chairman
Anastasios S. Gianoplus
Richard T. Heglin
Lubek Jastrzebski, Ph.D.
16
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee currently consists of all of the members of
the Board of Directors. Stock option grants are considered part of the overall
compensation for executive officers and directors of the Company, and members of
the Stock Option Committee are granted options pursuant to a specified formula
under the Company's 1995 Stock Incentive Plan. Anastasios S. Gianoplus, Lubek
Jastrzebski and Richard T. Heglin were all granted stock options during fiscal
1998. See "Committees, Meetings, and Compensation of the Board of Directors,"
below.
COMMITTEES, MEETINGS, AND COMPENSATION OF THE BOARD OF DIRECTORS
The Board of Directors held three meetings during fiscal 1998. In
addition to formal meetings of the Board of Directors and its committees, the
directors have frequent informal communications among themselves and with other
executives regarding Board and Committee issues. The Board of Directors has no
standing nominating committee or committee performing similar functions. The
entire Board of Directors serves as the Compensation Committee.
The Audit Committee of the Board of Directors currently consists of
Messrs. Gianoplus and Jastrzebski. The Audit Committee 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 Audit Committee held one meeting during fiscal 1998.
The Stock Option Committee of the Board of Directors currently consists
of Messrs. Gianoplus and Jastrzebski. The Stock Option Committee has
responsibility for administering the Company's stock option plans. Under the
terms of the Company's 1995 Stock Incentive Plan, each member of the Committee
shall be granted on each June 30 annually, an option to purchase 5,000 shares of
the Company's Common Stock at an exercise price equal to 60% of the fair market
value of the shares on the date the option is granted. All options proposed to
be granted by the Stock Option Committee are approved by the entire Board of
Directors prior to grant. The Stock Option Committee held two meetings during
fiscal 1998.
Mr. Gianoplus, Mr. Heglin, and Dr. Jastrzebski are compensated at the
rate of $20,000, $15,000, and $15,000 per year, respectively, for services as a
director. They are also entitled to reimbursement of expenses. During fiscal
1998, certain directors were granted stock options. Mr. Gianoplus, Dr.
Jastrzebski and Mr. Heglin were each granted options to acquire 5,000 shares, on
January 13, 1998. The options are exercisable at an exercise price of $6.19. Mr.
Gianoplus and Dr. Jastrzebski were each granted options to acquire 5,000 shares
on June 30, 1998. The options are exercisable at an exercise price of $3.75.
Ronald H. Deferrari receives no separate compensation for services as a
director.
17
<PAGE>
PERFORMANCE GRAPH
The following graph sets forth the Company's total cumulative
shareholder return as compared to The CRSP Total Return Index for The Nasdaq
Stock Market (US Companies) Composite Index and the Nasdaq Industrial and
Commercial Machinery and Computer Equipment Index for the past five fiscal
years. The graph shows the comparative values for $100 invested on November 30,
1993.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR
PLASMA-THERM, INC.
[GRAPH]
<TABLE>
<CAPTION>
LEGEND
SYMBOL CRSP TOTAL RETURNS INDEX FOR: 11/1993 11/1994 11/1995 11/1996 11/1997 11/1998
- ------ ----------------------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
______ /box/ PLASMA-THERM, INC. 100.0 127.6 87.9 101.7 234.5 103.4
...___. /star/Nasdaq Stock Market (US Companies) 100.0 100.2 142.9 174.9 217.8 267.3
- ------- /triangle/NASDAQ Stocks (SIC 3500-3599 100.0 112.4 193.9 243.1 301.1 488.1
US Companies)
Industrial and commercial
machinery and computer equipment
</TABLE>
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that included all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 11/30/1993.
There can be no assurance that the Company's stock performance will
continue into the future with the same or similar trends depicted in the graph
above. The Company does not make or endorse any predictions as to future stock
performance.
THE STOCK PRICE PERFORMANCE GRAPH SHALL NOT BE DEEMED INCORPORATED BY
REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY
STATEMENT INTO ANY FILING UNDER THE ACTS, EXCEPT TO THE EXTENT THAT THE COMPANY
SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE, AND SHALL NOT OTHERWISE
BE DEEMED FILED UNDER THE ACTS.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On November 1, 1994, Magnetran, Inc. ("Magnetran"), the Company's
subsidiary located in New Jersey, entered into a five-year gross lease for
approximately 17,750 square feet, with Ronald H. Deferrari, the Company's
founder and Chairman of the Board. The premises were leased by Magnetran at an
initial annual base rental of $86,841, which escalates 3% annually. At the
expiration of the initial term of the lease, Magnetran has an option to renew
the lease for five years with a 3% increase each year. The lease rental paid to
Ronald H. Deferrari for the year ended November 30, 1998, was approximately
$95,000. The Company believes that the terms of the lease are generally as
favorable to the Company as could be obtained from unaffiliated third parties.
SELECTION OF INDEPENDENT AUDITORS
The firm of Grant Thornton LLP served as independent public accountants
for the Company for its most recently completed fiscal year and has been
selected by the Board of Directors to serve in such capacity for the current
fiscal year. Representatives of Grant Thornton are expected to be present at the
Annual Meeting and will have the opportunity to make a statement if they desire
to do so. Such representatives are also expected to be available to respond to
appropriate questions.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
The deadline for submission of shareholder proposals pursuant to Rule
14a-8 under the Securities Exchange Act of 1934, as amended ("Rule 14a-8"), for
inclusion in the Company's proxy statement for its 2000 Annual Meeting of
Shareholders is December 1, 1999. Notice to the Company of a shareholder
proposal submitted other than pursuant to Rule 14-8 will be considered untimely,
and the persons named in proxies solicited by the Board of Directors of the
Company for its 2000 Annual Meeting may exercise discretionary voting power with
respect to any such proposal, if received by the Company after February 14,
2000.
18
<PAGE>
OTHER MATTERS
If any other matters shall come before the Annual Meeting, the persons
named in the proxy, or their substitutes, will vote thereon in accordance with
their judgment. The Board does not know of any other matters which will be
brought before the Annual Meeting.
By Order of the Board of Directors
March 29, 1999 STACY L. WAGNER
SECRETARY
19
<PAGE>
EXHIBIT 1
PROPOSAL 1
AMENDMENT TO ARTICLES OF INCORPORATION
PARAGRAPH 1 AND 3 OF ARTICLE VII OF THE ARTICLES OF INCORPORATION OF THE
COMPANY SHALL BE AMENDED TO READ AS FOLLOWS:
Except as otherwise fixed by or pursuant to provisions hereof relating
to the rights of the holders of any class or series of stock having a preference
over common stock as to dividends or upon liquidation to elect additional
directors under specified circumstances, the corporation shall have two
directors initially. The number of directors may be either increased or
diminished from time to time, as provided in the bylaws, but shall never be less
than two or more than twelve, the exact number fixed from time to time by
affirmative vote of a majority of the directors then in office. The directors,
other than those who may be elected by the holders of any classes or series of
stock having a preference over the common stock as to dividends or upon
liquidation, shall be classified, with respect to the time for which they
severally hold office, into three classes, as nearly equal in number as
possible, as shall be provided in the manner specified in the bylaws of the
corporation, one class to be originally elected for a term expiring at the
annual meeting of shareholders to be held in 2000, another class to be
originally elected for a term expiring at the annual meeting of shareholders to
be held in 2001, and another class to be originally elected for a term expiring
at the annual meeting of shareholders to be held in 2002, with each class to
hold office until its successor is elected and qualified. At each annual meeting
of the shareholders of the Corporation after fiscal year 1999, the successors of
the class of directors whose term expires at that meeting shall be elected to
hold office for a term expiring at the annual meeting of shareholders held in
the third year following the year of their election.
Newly created directorships resulting from any increase in the number of
directors or any vacancy on the Board of Directors resulting from death,
resignation, disqualification, removal, or other cause shall be filled solely by
the affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the Board of Directors. Any director elected
in accordance with the preceding sentence shall hold office until the next
shareholders' meeting at which directors are elected, and thereafter shall hold
office for the remainder of the full term of the class of directors in which the
new directorship was created or the vacancy occurred and until such director's
successor shall have been elected and qualified. No decrease in the number of
directors constituting the Board of Directors shall shorten the term of any
incumbent director.
AMENDMENT TO BYLAWS
IN THE EVENT THIS PROPOSAL IS APPROVED BY THE SHAREHOLDERS, CONFORMING
CHANGES SHALL BE MADE TO SECTIONS 4 AND 8 OF ARTICLE II OF THE BYLAWS OF THE
COMPANY.
E1-1
<PAGE>
PLASMA-THERM, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 11, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Plasma-Therm, Inc. (the "Company") hereby
appoints Ronald S. Deferrari and Stacy L. Wagner or any one of them, as proxies
of the undersigned, with power of substitution to each, and hereby authorizes
them to vote all shares of stock of the Company that the undersigned is entitled
to vote at the Annual Meeting of Shareholders of the Company to be held at the
offices of the Company located at 10050 16th Street North, St. Petersburg,
Florida, on Tuesday, May 11, 1999 at 10:00 A.M., local time, and at any
adjournment thereof, on the following matters in accordance with the following
instructions:
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR ITEM 1 AND FOR ALL NOMINEES LISTED IN ITEM 2.
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
PLASMA-THERM, INC. 1999 ANNUAL MEETING
1.To amend the Company's Articles of [ ] FOR [ ] AGAINST [ ] ABSTAIN
Incorporation and the Bylaws to provide for classification of the Board of
Directors into three classes and to eliminate the ability of the shareholders
to fill vacancies on the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1
2.The election of the following directors:
1 - ANASTASIOS S. GIANOPLUS 2 - RICHARD T. HEGLIN 3 - LUBEK JASTRZEBSKI
4 - RONALD H. DEFERRARI
[ ] FOR [ ] WITHHOLD AUTHORITY
(Instructions: To withhold authority to vote for any indicated nominee,
write the number(s) of the nominees in the box provided to the right.)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES FOR PROPOSAL 2
3.In their discretion, the proxies are authorized to vote upon such other
business as may properly come before this Meeting or any adjournments or
postponements thereof.
Date __________________ NO. OF SHARES
Address Change?
MARK BOX [ ]
Indicate changes below:
SIGNATURE(S) IN BOX Please sign
exactly as your name appears on
this Proxy. When shares are held by
joint tenants, both should sign.
When signing as attorney, executor,
administrator, trustee, or
guardian, please give full title as
such. If a corporation, please sign
in full corporate name and
President of other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
