HELIX TECHNOLOGY CORPORATION
Mansfield Corporate Center
Nine Hampshire Street
Mansfield, MA 02048-9171
Telephone (508) 337-5111 - Fax (508) 337-5175
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 30, 1997
The Annual Meeting of Stockholders of the Company will be held on
April 30, 1997, at 4:00 p.m. at Le Meridien, 250 Franklin Street, Boston,
Massachusetts, for the following purposes:
1. To elect a Board of Directors.
2. To ratify the appointment of Coopers & Lybrand L.L.P. as the
Company's independent accountants for the current fiscal year.
3. To transact such other business as may properly come before the
meeting.
Only stockholders of record at the close of business on March 17,
1997, will be entitled to notice of and to vote at this meeting.
Beverly L. Armell
Secretary
Mansfield, Massachusetts
March 24, 1997
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING.
THEREFORE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE
YOUR PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE
IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE MEETING AND WISH TO VOTE
IN PERSON, YOUR PROXY WILL NOT BE USED.
HELIX TECHNOLOGY CORPORATION
Mansfield Corporate Center
Nine Hampshire Street
Mansfield, MA 02048-9171
Telephone (508) 337-5111 - Fax (508) 337-5175
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of Proxies by the Directors of the Company for use at the Annual Meeting of
Stockholders of the Company to be held at Le Meridien, 250 Franklin Street,
Boston, Massachusetts, on April 30, 1997, at 4:00 p.m., and any adjournments
thereof. The matters to be considered and acted upon at the meeting are set
forth in the attached Notice of Annual Meeting. This Proxy Statement, the
Notice of Annual Meeting, and the form of Proxy will first be sent to
stockholders on or about March 24, 1997.
The record date for the determination of stockholders entitled to
notice of and to vote at the meeting has been fixed by the Board of
Directors as the close of business on March 17, 1997. As of that date there
were 9,879,443 shares of Common Stock, $1.00 par value per share (the
"Common Stock") of the Company outstanding and entitled to vote at the
meeting. Each share of Common Stock is entitled to one vote on each of the
matters listed in the Notice of Annual Meeting.
If the accompanying Proxy is signed and returned, the shares
represented by the Proxy will be voted as specified in the Proxy. Where no
choice is specified, the Proxy will be voted FOR all nominees for the Board
of Directors, FOR the appointment of Coopers & Lybrand L.L.P. and in
accordance with the judgment of the persons named in the form of Proxy as to
any other business as may properly come before the meeting. Stockholders who
execute Proxies may revoke them by notifying Beverly L. Armell, the
Secretary of the Company, at any time prior to the voting of the Proxies.
PROPOSAL ONE
ELECTION OF BOARD OF DIRECTORS
Nominees
A board of seven (7) Directors will be elected by stockholders
represented and entitled to vote at the meeting. Each Director shall be
elected by a plurality of the votes cast at the Annual Meeting. Votes
withheld, abstentions and non-votes (where a broker or nominee does not
exercise discretionary authority to vote on a matter) will not be counted.
Directors will serve until the next Annual Meeting of Stockholders and until
their successors have been elected and qualified. Management does not
contemplate that any of the nominees will be unable to serve as a Director
for any reason, but if that should occur, the persons named in the form of
Proxy shall have the right to vote according to their judgment for another
person instead of such unavailable nominee. THE BOARD OF DIRECTORS
RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF THE ELECTION OF MESSRS.
BERMAN, BUCKLAND, GABRON AND LEPOFSKY AND DRS. SCHORR, SKINNER AND WRIGHTON
TO THE BOARD OF DIRECTORS.
The following information (except insofar as it is within the
knowledge of the Company) has been obtained from the nominees:
<TABLE>
<CAPTION>
Shares of
Common Stock
of the Company
Principal Beneficially Percent
Occupation Director Owned as of of Shares
Name Age or Employment Since March 17, 1997(1) Outstanding
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
R. Schorr Berman* 48 Administrator and 1993 1,544,950(2) 15.63%
Chief Executive Officer
of Memorial Drive Trust,
a Qualified Tax-Exempt
Retirement Trust, and
President and Chief
Executive Officer of
MDT Advisers, Inc.
Arthur R. Buckland 48 President, Chief 1996 -0- **
Executive Officer
and Chairman
CP Clare Corporation
Frank Gabron 66 Retired Chief Executive 1980 100,900(3) 1.02%
Officer of the Company
Robert J. Lepofsky* 52 President and Chief 1987 210,000(4) 2.12%
Executive Officer of
the Company
Marvin G. Schorr* 72 Chairman of the Board 1982 56,400 **
of the Company
Chairman of the Board
Landauer, Inc.,
Tech/Ops Sevcon, Inc.,
and Tech/Ops
Corporation
Wickham Skinner 73 Professor Emeritus 1972 39,000 **
Harvard Business
School
Mark S. Wrighton 47 Chancellor 1990 5,200 **
Washington University,
St. Louis
- --------------------
<F*> Member of the Executive Committee.
<F**> Less than 1 percent of shares outstanding.
<F1> Includes shares of Common Stock owned by spouses and minor children
of the named individuals and shares of Common Stock held by
custodians for the benefit of such minor children. Depending on the
facts of the individual case, beneficial ownership as to such shares
may be disclaimed. Also includes shares that each named individual
has the right to acquire within 60 days from March 17, 1997, through
the exercise of options. The amounts listed include shares under such
options as follows: Mr. Berman, 6,000; Mr. Lepofsky, 40,000; Dr.
Skinner, 10,000; and Dr. Wrighton, 3,000.
<F2> Includes 1,530,400 shares owned by Memorial Drive Trust of which Mr.
Berman is Administrator and Chief Executive Officer and with respect
to which he has shared voting and investment power (see
"Stockholdings of Principal Stockholders and Management" below). Also
includes 1,800 shares owned by Acorn Trust, of which Mr. Berman is
trustee and with respect to which he has shared voting and
investment power. Mr. Berman disclaims beneficial ownership of these
shares.
<F3> Includes 60,000 shares owned by Mr. Gabron's wife, with respect to
which shares Mr. Gabron disclaims beneficial ownership.
<F4> Includes 20,000 shares held by Mr. Lepofsky as trustee for his
children, with respect to which shares Mr. Lepofsky disclaims
beneficial ownership.
</TABLE>
Dr. Schorr was elected Chairman of the Board of the Company in August
1996. He served as President and Chief Executive Officer of Tech/Ops, Inc.,
from 1962 to 1987 and Chairman of the Board of that Company from 1981 to
1987. In 1987 Tech/Ops was reorganized into three companies: Landauer, Inc.,
Tech/Ops Sevcon, Inc., and Tech/Ops Corporation, of which the former two are
publicly owned and the latter is privately owned. Dr. Schorr is Chairman of
the Board of Directors of all three companies, which are manufacturers of
technology-based products and services.
Mr. Berman has served as Administrator and Chief Executive Officer of
Memorial Drive Trust since 1992, and has also served as President of MDT
Advisers, Inc., an investment and asset management company, since 1988, and,
additionally, as Chief Executive Officer since 1993. From 1988 to 1992, Mr.
Berman served as Assistant Administrator of Memorial Drive Trust. He
currently serves as a Director of Arch Communications Group, Inc. In
addition, he serves on the boards of several privately held firms.
Mr. Buckland has served as President, Chief Executive Officer and
Chairman of CP Clare Corporation since September of 1993. He served as
President of FourPi Systems, a privately held company, from 1990 to 1991.
Prior to 1990, he served as President of Lex Electronics in the United
Kingdom and held executive management positions at Schlumberger Ltd. and
Texas Instruments Inc.
Mr. Gabron served as Chairman of the Board of the Company from January
1981 through July 1996. He served as President of the Company from November
1980 to February 1987, and Chief Executive Officer of the Company from
November 1980 to December 1988.
Mr. Lepofsky has served as President of the Company since February
1987, and as Chief Executive Officer of the Company since January 1989. He
was Chief Operating Officer of the Company from December 1982 to December
1988, and was Senior Vice President from December 1982 to February 1987.
Prior to December 1982, Mr. Lepofsky was a Vice President of the Company for
two years.
Dr. Skinner is the James E. Robison Professor of Business
Administration Emeritus at the Graduate School of Business Administration,
Harvard University, where he was a Professor for over 25 years. He serves as
a Director of Wilevco, Inc., and United Timber.
Dr. Wrighton is Chancellor of Washington University in St. Louis. He
was Provost of Massachusetts Institute of Technology from 1990 until 1995,
and held the Ciba-Geigy Chair in Chemistry at M.I.T. He joined the faculty
at M.I.T. in 1972 as Assistant Professor of Chemistry, was appointed
Associate Professor in 1976 and Professor in 1977. From 1981 until 1989, he
held the Frederick G. Keyes Chair in Chemistry and was Head of the
Department of Chemistry from 1987 until 1990. Dr. Wrighton also serves as a
Director of Ionics, Inc., O.I.S. Optical Imaging Systems, Inc., and Cabot
Corporation.
Committees of the Board
The Board of Directors has an Audit Committee consisting of Messrs.
Berman, Buckland and Gabron; a Human Resources and Compensation Committee
consisting of Drs. Schorr, Skinner and Wrighton; and a Nominating Committee
consisting of Dr. Skinner and Mr. Berman. The functions of the Audit
Committee are to review the engagement of auditors, including the fee,
scope, and timing of the audit and any other services rendered; to review
policies and procedures with respect to internal controls; and to review the
financial reporting process. The functions of the Human Resources and
Compensation Committee include the review and approval of executive
compensation and the administration and supervision of the Company's stock
option and restricted stock plans. The functions of the Nominating Committee
include consideration and nomination of qualified individuals as officers of
the Company.
During the year ended December 31, 1996, the Board of Directors held
eight meetings, the Audit Committee held three meetings and the Human
Resources and Compensation Committee held three meetings. During the year,
all Directors attended at least 85 percent of the aggregate of the total
number of meetings of the Board of Directors and the total number of
meetings held by all Committees of the Board on which they served.
EXECUTIVE COMPENSATION
The following table provides certain summary information concerning
compensation paid by the Company for services in all capacities for fiscal
years ended December 31, 1996, 1995 and 1994, to the Company's Chief
Executive Officer and each of the four other most highly compensated
Executive Officers of the Company (all five hereinafter referred to as the
"Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards All Other
--------------------- Compensation
Annual Compensation Securities Underlying ------------------
Name and ------------------- Stock Options 401(k)
Principal Position Year Salary Bonus (Shares) Match(1) Other(2)
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Lepofsky 1996 $330,000 $ 60,000 - $4,500 $1,617
President & Chief 1995 300,000 125,000 - 4,500 1,444
Executive Officer 1994 270,000 95,000 - 4,500 1,255
Gerald J. Fortier 1996 175,000 - 5,000 4,500 1,140
Vice President 1995 170,000 25,000 - 4,500 1,089
1994 160,000 24,000 8,000 4,500 632
Robert E. Anastasi 1996 165,000 40,000 10,000 4,500 657
Vice President 1995 145,000 60,000 - 4,500 331
1994 132,000 40,000 8,000 4,500 281
Stephen D. Allison 1996 165,000 20,000 5,000 3,332 666
Vice President & 1995 109,096 35,000 7,500 0 419
Chief Financial
Officer
Ellen S. Nelson 1996 140,000 - 5,000 4,500 9,336
Vice President 1995 125,000 40,000 10,000 3,544 152
1994 110,000 33,000 12,000 2,475 121
- --------------------
<F1> Represents Company contributions under the Company's 401(k) Plan.
<F2> Represents premiums paid by the Company for excess group life
insurance in 1994, 1995 and 1996. The amount shown for Ms. Nelson in
1996 also includes $9,153.85 in payment of accrued vacation time due.
</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information concerning the Grant of Stock
Options (also reported in the Summary Compensation Table) under the
Company's 1981 Stock Option Plan during the fiscal year ended December 31,
1996, to the Named Executive Officers.
<TABLE>
<CAPTION>
Potential Realizable Value at
Number of Percentage of Assumed Annual Rates of
Securities Total Options Stock Price Appreciation for
Underlying Granted to Exercise Option Term(2)
Options Employees in Price Expiration -----------------------------
Name Granted(1) Fiscal 1996 (per share) Date 5% ($) 10% ($)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Stephen D. Allison 5,000 14% $30.00 02/13/2006 94,000 239,000
Robert E. Anastasi 10,000 29% $30.00 02/13/2006 189,000 478,000
Gerald J. Fortier 5,000 14% $30.00 02/13/2006 94,000 239,000
Ellen S. Nelson 5,000 14% $30.00 02/13/2006 94,000 239,000
- --------------------
<F1> These options are excercisable in four equal annual cumulative
installments beginning one year from the date of grant, which was
February 14, 1996.
<F2> The 5% and 10% rates used are mandated by the Securities and Exchange
Commission. The actual value, if any, that an executive may realize
will depend on the excess of the stock price over the exercise price
on the date the option is exercised, so that there is no assurance the
value realized by an executive will be at or near the values
calculated by using these assumed appreciation rates. No gain to the
executives is possible without an increase in the price of the Common
Stock, which would benefit all stockholders proportionately.
</TABLE>
STOCK OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table provides information with respect to the Named
Executive Officers concerning the exercise of options during the last fiscal
year and the value of unexercised options held as of the end of the last
fiscal year, December 31, 1996.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options Held at In-the-Money Options at
Shares December 31, 1996 December 31, 1996(2)
Acquired on Value ----------------------------------------------------------
Name Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert J. Lepofsky 140,000 $4,391,250 - 160,000(3) $ - $4,070,000
Gerald J. Fortier 25,000 886,985 - 7,000 - 42,24
Robert E. Anastasi 2,000 67,870 - 12,000 - 42,245
Ellen S. Nelson 10,000 187,175 11,500 15,500 220,259 153,836
Stephen D. Allison - - 1,875 10,625 1,758 5,273
- --------------------
<F1> "Value Realized" represents the difference between the exercise price
and the market price of the option shares on the date the option was
exercised. The value realized was determined without considering any
taxes which may have been owed.
<F2> Based on the mean between the high and low prices for the Common Stock
of the Company as reported by the NASDAQ National Market on December
31, 1996 ($28.8125), less the price to be paid upon exercise.
<F3> Performance-related stock option. See "Compensation Committee Report"
and "Employment Agreement." Based on 1996 performance, options for the
purchase of 40,000 shares became exercisable on March 1, 1997. On that
date, the difference between the exercise price and the market price
with respect to the 40,000 shares was $31.125 per share.
</TABLE>
RETIREMENT PROGRAM
The following table sets forth estimated combined annual benefits
under the Company's Pension Plan and the Company's Supplemental Key
Executive Retirement Plan, on a straight-life annuity basis, to
persons in specified compensation and years-of-service categories, as if
they had retired at age 65 at December 31, 1996:
<TABLE>
<CAPTION>
Estimated Annual Pension
Average Qualified (Including SERP Benefits)
Annual Compensation Based on Years of Service Indicated
on which Retirement ------------------------------------------
Benefits Are Based 10 Years 20 Years 30 Years 40 Years
- -----------------------------------------------------------------------
<S> <C> <C> <C> <C>
$150,000 $30,000 $ 60,000 $ 75,000 $ 75,000
200,000 40,000 80,000 100,000 100,000
250,000 50,000 100,000 125,000 125,000
300,000 60,000 120,000 150,000 150,000
350,000 70,000 140,000 175,000 175,000
</TABLE>
Pension Plan. Contributions to the Company's Pension Plan, which is a
defined benefit plan, are not included in the Summary Compensation Table
because such contributions are made on an actuarial basis and cannot be
separately calculated. Because this Plan is overfunded, a contribution was
not required and not made in 1996. Employees who are at least 21 years of
age with one year of service are eligible for this Plan.
Compensation covered by the Plan includes salary and commissions but
excludes bonuses or incentive awards, if any. Benefits under the Plan as set
forth in the table above are determined on a straight-life annuity basis
based upon years of participation completed after December 31, 1978, and
highest consecutive 60-month average compensation during the last 120 months
of employment and are integrated with Social Security benefits. As of
December 31, 1996, Messrs. Fortier, Lepofsky and Anastasi each had accrued
18 years of benefit service under the Plan, Mr. Allison had accrued 1.7
years of such service, and Ms. Nelson had accrued 2.9 years of such service.
When Mr. Fortier retired from the Company on February 14, 1997, he had 18.1
years of benefit service under the Plan and was fully vested with respect to
those benefits. When Ms. Nelson left the Company's employ on February 21,
1997, she had 2.9 years of benefit service under the Plan but was not vested
with respect to such benefits.
Supplemental Key Executive Retirement Plan. In 1992 the Company
adopted a Supplemental Key Executive Retirement Plan which is designed to
supplement benefits paid to participants under Company-funded tax-qualified
retirement plans which benefits are otherwise limited with respect to highly
paid employees by the Internal Revenue Code. In general, the plan provides
that participants with 25 or more years of service who have reached the age
of 65 at the time of retirement will receive a supplemental annual pension
from the Company equal to 50 percent of the greater of such participant's
(i) average compensation (as described under "Pension Plan" above) or (ii)
actual compensation during the 12 months prior to retirement, less all
Company-funded retirement benefits. Benefits under the plan are reduced for
participants with less than 25 years of service. The Company recorded
additional retirement costs of $140,000 in connection with the plan in 1996.
COMPENSATION COMMITTEE REPORT
The Human Resources and Compensation Committee of the Board of
Directors (the "Committee") is composed of three independent, disinterested
Directors who are not employees of the Company. The Committee regularly
reviews and approves generally all compensation and fringe benefit programs
of the Company and also reviews and determines the actual compensation of
the Named Executive Officers, as well as all stock option grants and
restricted stock awards to all employees. All compensation actions taken by
the Committee are reported to and approved by the full Board of Directors,
excluding employee Directors. The Committee also reviews and makes
recommendations to the Board on policies and programs for the development of
management personnel and management structure and organization. The
Committee reviews and administers the Company's 1996 Equity Incentive Plan.
The Committee also reviews and administers the Company's 1996 Stock Option
Plan for Non-Employee Directors. The Committee regularly reviews Executive
Compensation Reports prepared by independent organizations in order to
evaluate the appropriateness of its Executive Compensation Program.
The Committee uses its base salary and performance-based bonus program
for the Named Executive Officers to enhance short-term profitability and
stockholder value and uses stock options and restricted stock awards to
enhance long-term growth in profitability, return on equity and stockholder
value. In order to meet these objectives, the Committee first sets base
salaries for the Named Executive Officers based on a review of base salaries
among competitive peer groups and then sets target bonus awards comprising
about 15 to 35 percent of total target compensation depending upon the
position being reviewed. The Committee reviews the Company's annual
performance plan and the individual goals and objectives of each Named
Executive Officer for the ensuing fiscal year and sets incentive target
bonus awards which are directly linked to the short-term financial
performance of the Company as a whole and to the specific annual goals and
objectives of each Named Executive Officer. In February of each year, the
Committee meets to review the performance of the Company and the performance
of the Chief Executive Officer and each Named Executive Officer in relation
to the Company's performance plan for the fiscal year then ended and in
relation to the goals set for the Chief Executive Officer and each Named
Executive Officer and awards bonuses accordingly. The Committee then sets
base salaries and target bonus awards for the next fiscal year. The
Committee has discretion to reward extraordinary accomplishments with
special bonuses. In this process the Committee first meets with the Chief
Executive Officer to review the performance of the Company and the
performance of each Named Executive Officer and then meets in an executive
session to review the performance of all the Named Executive Officers,
including the Chief Executive Officer.
The minimum annual salary of the Chief Executive Officer is set
pursuant to an employment agreement entered into by the Company and the
Chief Executive Officer in December of 1989. See "Employment Agreement,"
page 12. The Compensation Committee may increase the minimum annual salary
of the Chief Executive Officer from time to time at its discretion based
upon the performance of the Company and such other factors as the Committee
may determine.
With respect to the Company's performance during 1996, the Company
performed below its performance plan for that year due to the precipitous
decline in orders received by the Company as a result of the slowdown in the
global market for semiconductor capital equipment. While the Committee felt
that the performance of the Chief Executive Officer and the Named Executive
Officers in the face of this decline was exemplary, nonetheless, the
Committee decided to decrease bonuses for 1996 substantially below the level
of bonuses paid in prior years.
In addition to salaries and incentive bonuses, the Committee also
grants stock options to Named Executive Officers and other key employees of
the Company in order to focus the efforts of these employees on the long-
term enhancement of profitability and stockholder value. In 1989 the
Committee granted a performance-related stock option for the purchase of
400,000 shares of Common Stock to the Chief Executive Officer which becomes
exercisable ratably over 10 years, but only to the extent that the Company's
earnings and return on equity increase over certain base levels. This option
was granted under the Company's 1981 Employee Stock Option Plan.
The Committee believes that the foregoing combination of base
salaries, incentive bonuses, stock options and performance-related stock
options has helped develop a Senior Management Group dedicated to achieving
significant improvement in both the short-term and long-term financial
performance of the Company.
The foregoing report has been furnished by the three members of the
Human Resources and Compensation Committee-Dr. Wickham Skinner (Chairman),
Dr. Marvin G. Schorr and Dr. Mark S. Wrighton.
STOCKHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the change in the cumulative
total stockholder return of the Company's Common Stock against the change in
the cumulative total return of the S&P Technology Sector Composite Index and
the NASDAQ Composite Index for the period of five fiscal years ending
December 31, 1996.
Comparison of Five-Year Cumulative Total Return*
Among Helix Technology Corporation, NASDAQ Composite Index
and S&P Technology Sector Composite Index
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
---------------------------------------
<S> <C> <C> <C> <C> <C> <C>
HELIX 100 81 140 347 820 639
NASDAQ COMPOSITE 100 116 134 131 185 227
S&P HIGH TECH COMPOSITE 100 104 128 149 215 305
- --------------------
<F*> Assumes the value of the investment in Helix Technology Corporation
and each index was $100 on December 31, 1991, and that all dividends
were reinvested.
</TABLE>
DIRECTORS' COMPENSATION
A Director who is also a full-time employee of the Company receives no
additional compensation for services as a Director. During 1996, each non-
employee Director received an annual retainer fee of $23,500 ($24,500 for
Committee Chairmen) payable in four equal quarterly installments.
In addition, the Company has a stock option plan, the 1996 Stock
Option Plan for Non-Employee Directors of the Company (the "1996 Directors'
Plan") covering its non-employee Directors. Under the terms of the 1996
Directors' Plan, each non-employee Director, when first elected a Director
at an Annual Meeting of Stockholders, receives an option to acquire 5,000
shares of Common Stock of the Company at a purchase price equal to fair
market value on that date. Options are exercisable in five cumulative
installments of 1,000 shares each. For each non-employee Director who
remains eligible, an installment of 1,000 shares shall become exercisable
immediately upon his or her election as a Director at the 1997 Annual
Meeting of Stockholders (or at a subsequent Annual Meeting of Stockholders,
if such Director is first elected at that time) and the remaining
installments shall become exercisable upon each further reelection as a
Director of the Company at a subsequent Annual Meeting of Stockholders.
EMPLOYMENT AGREEMENT
In December of 1989, the Company entered into an employment agreement
with Mr. Lepofsky, which runs through December 31, 1999, at a minimum annual
salary which is currently at $345,000. The agreement provides for annual
incentive awards in amounts to be determined by the Human Resources and
Compensation Committee. The minimum annual salary may be increased from time
to time at the discretion of the Human Resources and Compensation Committee.
The agreement contains non-competition covenants in favor of the Company.
The agreement also contains a non-qualified performance stock option
granting to Mr. Lepofsky the right to purchase up to 400,000 shares of
Common Stock of the Company at an option price of $3.375 per share. This
option was granted under the Company's 1981 Employee Stock Option Plan. The
option becomes exercisable in ten annual installments of up to 40,000 shares
each, beginning on March 1, 1991, and ending on March 1, 2000, to the extent
that the Company meets certain targets for return on equity and percentage
increase in earnings per share over certain base levels for the prior year,
or for an average of up to the prior three years, or for the first five
years, or for the entire 10-year period of the agreement. On March 1, 1994,
March 1, 1995, March 1, 1996, and March 1, 1997, options became exercisable
for the purchase of 40,000 shares per annual installment, in each case based
on the Company's performance for the preceding fiscal year. In addition,
based on cumulative performance for the five-year period ending December 31,
1994, 120,000 shares also became exercisable on March 1, 1995.
The Company's employment agreement with Mr. Lepofsky provides for
certain benefits in the event of involuntary termination of his employment
not for cause or in the event he terminates his employment following a
change of control of the Company that is not approved by the Company's Board
of Directors, and a change in a majority of the Directors. Under Mr.
Lepofsky's employment agreement, in the event of his involuntary termination
not for cause, or in the event of his voluntary termination following both a
change of control of the Company not approved by the Board of Directors, and
a change in a majority of the Directors, Mr. Lepofsky would be entitled to
receive base salary continuance through December 31, 1999, or for two years,
whichever period is shorter, except that the two-year limitation shall not
apply in the event the Company has achieved certain specified performance
targets for return on investment and percentage increase in earnings per
share, or in the event that Mr. Lepofsky has ceased (prior to termination)
to have general charge and supervision of the Company. In the event of a
change of control of the Company not approved by the Board of Directors,
followed by a change in a majority of the Directors on the Board, Mr.
Lepofsky would have the right to terminate his agreement and a percentage of
all remaining installments of his 400,000 share stock option would become
exercisable equal to the percentage of installments that had previously
become exercisable. In the event of the involuntary termination of Mr.
Lepofsky's employment not for cause, a percentage of up to three remaining
40,000 share installments of his 400,000 share stock option would become
exercisable, equal to the percentage of installments that had previously
become exercisable.
Any compensation payable to Mr. Lepofsky contingent on a change of
control which qualifies as a parachute payment under Section 280G of the
Internal Revenue Code, as amended, shall be limited to the maximum amount
that may be paid to him without any part of all of such compensation being
deemed an excess parachute payment under that Section. Based on his current
base salary and his agreement, Mr. Lepofsky could receive a maximum (as
described above) of $1,185,733 under this severance arrangement.
PROPOSAL TWO
APPOINTMENT OF AUDITORS
The Board of Directors has appointed Coopers & Lybrand L.L.P.,
independent accountants, to audit the Company's consolidated financial
statements for the fiscal year ending December 31, 1997. Coopers & Lybrand
L.L.P. has audited the accounts of the Company for each year since 1967. THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF COOPERS &
LYBRAND L.L.P. AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR FISCAL YEAR
1997.
STOCKHOLDINGS OF PRINCIPAL
STOCKHOLDERS AND MANAGEMENT
The following tabulation shows as of March 17, 1997, (i) any person
(including any partnership, syndicate, or other group) known to management
to be the beneficial owner of more than 5 percent of any class of the
Company's voting securities, and (ii) the total number of shares of the
Company's voting securities beneficially owned by each Named Executive
Officer and by all Directors and Executive Officers as a group.
<TABLE>
<CAPTION>
Amount and
Name and Address Nature of
Title of or Title Beneficial Percent of
Class of Beneficial Owner Ownership Class
- ------------------------------------------------------------------------
<S> <C> <C> <C>
Common Memorial Drive Trust 1,530,400(1) 15.49%
125 CambridgePark Drive
Cambridge, MA 02140
Common Robert J. Lepofsky 210,000(2) 2.12%
President &
Chief Executive Officer
Common Stephen D. Allison 4,679(2) **
Vice President &
Chief Financial Officer
Common Gerald J. Fortier 34,389 **
Vice President(3)
Common Robert E. Anastasi 23,570(2) **
Vice President
Common Ellen S. Nelson 18,818 **
Vice President(4)
Common All Directors and Executive 561,706(2) 5.65%
Officers as a group(13)
- --------------------
<F**> Less than 1 percent of shares outstanding.
<F1> Management has been advised that the beneficial owners have sole
investment and voting power with respect to the shares listed.
<F2> Beneficial ownership also includes shares that each named individual
and the Directors and Executive Officers as a group have the right to
acquire within 60 days from March 17, 1997, through the exercise of
options. The amounts listed include shares under such options as
follows: Mr. Lepofsky, 40,000; Mr. Allison, 3,750; Mr. Anastasi,
4,500; and all Directors and Executive Officers as a group, 67,250.
<F3> Mr. Fortier retired from the Company on February 14, 1997.
<F4> Ms. Nelson left the Company's employ on February 21, 1997.
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Directors and Executive Officers, and persons who own more than 10
percent of Common Stock of the Company, to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock of the Company. Officers, Directors and greater
than 10 percent shareholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) reports they file.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no
other reports were required during the two fiscal years ended December 31,
1996, all Section 16(a) filing requirements applicable to its Officers,
Directors and greater than 10 percent beneficial owners were complied with.
ANNUAL REPORT
The Company's Annual Report to Stockholders for the year ended
December 31, 1996 includes financial statements and a report and opinion of
Coopers & Lybrand L.L.P. who has audited the accounts of the Company for
each year since 1967. A representative of Coopers & Lybrand L.L.P. is
expected to be present at the meeting to make a statement, if he so desires,
and to respond to appropriate questions.
OTHER MATTERS
Management does not know of any matters to be presented to the meeting
other than as described above. If any other matters properly come before the
meeting, it is intended that the holders of the Proxies will vote the
Proxies upon those matters in accordance with their best judgment.
STOCKHOLDER PROPOSALS
Any stockholder proposal intended to be presented by a stockholder at
the 1998 Annual Meeting of Stockholders must be received by the Company no
later than November 25, 1997.
EXPENSES OF SOLICITATION
The cost of preparing, assembling, and mailing Proxy materials will be
borne by the Company. In addition to solicitation by use of the mails, the
Company may request brokers and banks to forward copies of Proxy materials
to persons for whom they hold Common Stock and to obtain authority for the
execution and delivery of Proxies. Several officers and employees of the
Company may request the return of the Proxies by telephone, facsimile and
personal interview.
Beverly L. Armell
Secretary
March 24, 1997
FIRST SIDE OF PROXY CARD
DETACH HERE
HELIX TECHNOLOGY CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P The undersigned hereby appoints Robert J. Lepofsky and Beverly L.
Armell and each of them as Proxies of the undersigned, each with the
R power to appoint a substitute, and hereby authorizes each of them to
represent the undersigned at the Annual Meeting of Stockholders to be
O held on April 30, 1997, or any adjournment thereof, and there to vote
all the shares of Helix Technology Corporation held of record by the
X undersigned on March 17, 1997, as directed on the reverse side hereof.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR ALL NOMINEES AND
Y FOR PROPOSAL 2. If any nominee for Director is unable or unwilling to
serve, the shares represented hereby will be voted for another person in
accordance with the judgment of the Proxies named herein.
In addition, in their discretion, the Proxies are hereby
authorized to vote upon such other business as may properly come before
the meeting or any adjournment thereof. This Proxy when properly
executed will be voted in the manner directed herein by the undersigned
stockholder.
(IMPORTANT--TO BE SIGNED AND DATED ON REVERSE SIDE)
______________________
| SEE REVERSE SIDE |
----------------------
SECOND SIDE OF PROXY CARD
HELIX THIS IS YOUR PROXY.
YOUR VOTE IS IMPORTANT.
Regardless of whether you plan to attend the Annual Meeting of Stockholders,
you can be sure your shares are represented at the meeting by promptly
returning your Proxy in the enclosed envelope.
COMPANY HIGHLIGHTS DURING 1996
* During 1996, the Company reported record revenues of $128.4 million.
* The Company's Net Income for 1996 increased to $22 million.
* Earnings Per Share for 1996 were $2.20, up from $2.10 in 1995 and $1.08
in 1994.
* The Company's regular quarterly dividend rate was increased to $0.35 per
common share.
DETACH HERE
[x] Please mark
votes as in
this example.
1. Election of Directors
Nominees: R. Berman, A. Buckland,
F. Gabron, R. Lepofsky, M. Schorr,
W. Skinner, M. Wrighton
[ ] FOR [ ] WITHHELD
ALL FROM
NOMINEES ALL
NOMINEES
[ ] _______________________________________
For all nominees except as noted above
FOR AGAINST ABSTAIN
2. Ratification of Coopers & Lybrand, [ ] [ ] [ ]
L.L.P., as independent accountants.
MARK HERE [ ] MARK HERE [ ]
FOR ADDRESS IF YOU PLAN
CHANGE AND TO ATTEND
NOTE AT LEFT THE MEETING
Please sign exactly as your name
appears. If acting as attorney,
executor, trustee, or in other
representative capacity, sign name
and title.
Signature: _______________ Date: ____ Signature: _______________ Date: ____
