[PROXY STATEMENT]
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
Wednesday, April 29, 1998, at 4:00 p.m.
To the Stockholders of Helix Technology Corporation:
Notice is hereby given that the 1998 Annual Meeting of Stockholders (the
"Meeting") of Helix Technology Corporation (the "Company") will be held on
Wednesday, April 29, 1998, at 4:00 p.m. at The Down Town Club, 225 Franklin
Street, Boston, Massachusetts, for the following purposes:
1. To elect a Board of Directors.
2. To amend the Company's Restated Certificate of Incorporation to
provide for an increase in the number of authorized shares of
Common Stock from 30,000,000 to 60,000,000.
3. To ratify the appointment of Coopers & Lybrand L.L.P. as the
Company's independent accountants for the current fiscal year.
4. To transact such other business as may properly come before the
Meeting.
Only stockholders of record at the close of business on March 18, 1998,
will be entitled to notice of and to vote at the Meeting.
By Order of the Board of Directors
Beverly L. Armell
Secretary
Mansfield, Massachusetts
March __, 1998
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE PREPAID
ENVELOPE. 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 Board of Directors of the Company for use at the 1998 Annual
Meeting of Stockholders of the Company (the "Meeting") to be held at The Down
Town Club, 225 Franklin Street, Boston, Massachusetts, on Wednesday, April 29,
1998, at 4:00 p.m., and at 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 __,
1998.
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 18, 1998. As of that date there were _____________
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. A majority of the outstanding shares of Common Stock will
constitute a quorum at the Meeting. Votes withheld, abstentions and broker
non-votes (where a broker or nominee does not exercise discretionary authority
to vote on a matter) are counted for purposes of determining the presence or
absence of a quorum for the transaction of business.
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 the election of all nominees for the
Board of Directors, FOR approval of the amendment of the Company's Restated
Certificate of Incorporation, and FOR the ratification of 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 broker non-votes (where a broker or nominee does not
exercise discretionary authority to vote on a matter) will not be counted as
votes for this purpose. 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. BUCKLAND, DIGGS, 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>
Director
Name of Nominee Age Principal Occupation Since
- --------------------- --- ---------------------------------------- --------
<S> <C> <C> <C>
Arthur R. Buckland 49 President, Chief Executive Officer and 1996
Chairman CP Clare Corporation
Matthew O. Diggs, Jr. 65 General Partner, McClintock Industries 1997
Frank Gabron 67 Retired Chief Executive Officer of the 1980
Company
Robert J. Lepofsky* 53 President and Chief Executive Officer 1987
of the Company
Marvin G. Schorr* 73 Chairman of the Board of the Company, 1982
Chairman of the Board of Landauer, Inc.,
Tech/Ops Sevcon, Inc., and Tech/Ops
Corporation
Wickham Skinner* 74 Professor Emeritus, Harvard University 1972
Mark S. Wrighton 48 Chancellor, Washington University, 1990
St. Louis
<FN>
- --------------------
<F*> Member of the Executive Committee.
</FN>
</TABLE>
Mr. Buckland has served as President, Chief Executive Officer and
Chairman of CP Clare Corporation since July of 1993. He served as President
of FourPi Systems, a privately held company, from 1992 to 1993. He served as
President of Lex Electronics in the United Kingdom from 1990 to 1991. Prior
to 1990, he held executive management positions at Schlumberger Ltd.,
Teradyne, Fairchild and Texas Instruments Inc.
Mr. Diggs has served as a General Partner of The Diggs Group, now
McClintock Industries, a private investment firm, since 1990. Prior to 1990,
he served as Vice Chairman of Copeland Corporation from 1987 to 1990 and as
President and Chief Executive Officer from 1975 to 1987. He currently serves
as Chairman of the Board of Ripplewood Holdings and Dayton Superior
Corporation, and as a Director of Tower Automotive Industries, Cavert Wire and
Wright State University.
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. 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 manufacturers of technology-based products and services, and
the latter is a privately owned consulting business. Dr. Schorr has been
Chairman of the Board of Directors of all three companies since 1987.
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.
Dr. Wrighton has been Chancellor of Washington University in St. Louis
since October 1995. He was Provost of Massachusetts Institute of Technology
from 1990 until 1995, and held the Ciba-Geigy Chair in Chemistry at MIT. He
joined the faculty at MIT 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.
There are no family relationships between any Director, executive
officer, or person nominated or chosen by the Company to become a Director or
executive officer of the Company.
COMMITTEES OF THE BOARD
In addition to the Executive Committee, the Board of Directors has an
Audit Committee consisting of Messrs. Buckland, Diggs and Gabron; and a Human
Resources and Compensation Committee consisting of Drs. Schorr, Skinner and
Wrighton. 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.
During the year ended December 31, 1997, the Board of Directors held six
meetings, the Audit Committee held three meetings and the Human Resources and
Compensation Committee held four meetings. During the year, all Directors
attended at least 75 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 the fiscal
years ended December 31, 1997, 1996 and 1995, 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
Securities Compensation
Annual Compensation Underlying ----------------------
Name and -------------------- Stock Options 401(k)(1)
Principal Position Year Salary Bonus (Shares) Match Other (2)
- -------------------------- ---- -------- -------- ------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Lepofsky 1997 $345,000 $115,000 -- $4,800 $1,715
President & Chief 1996 330,000 60,000 -- 4,500 1,617
Executive Officer 1995 300,000 125,000 -- 4,500 1,444
Robert E. Anastasi 1997 170,000 60,000 15,000 4,750 699
Senior Vice President 1996 165,000 40,000 20,000 4,500 657
1995 145,000 60,000 -- 4,500 331
Michael El-Hillow (3) 1997 118,346 35,000 20,000 -- 289
Senior Vice President &
Chief Financial Officer
Christopher Moody (3) 1997 58,461 35,000 30,000 -- 86
Senior Vice President
Richard J. Paynting (3) 1997 170,000 55,000 20,000 -- 694
Senior Vice President 1996 64,615 25,000 20,000 -- 155
<FN>
- -------------------
<F1> Represents Company matching contributions under the Company's 401(k) Plan.
<F2> Represents premiums paid by the Company for excess group life insurance.
<F3> Mr. El-Hillow joined the Company in April 1997; Mr. Moody joined the
Company in August 1997, and Mr. Paynting joined the Company in August 1996.
</FN>
</TABLE>
STOCK 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
1996 Equity Incentive Plan during the fiscal year ended December 31, 1997, to
the Named Executive Officers.
<TABLE>
<CAPTION>
Potential Realizable Value
Number of Percentage of at Assumed Annual Rates
Securities Total Options of Stock Appreciation
Underlying Granted to Exercise for Option Term(5)
Options Employees in Price Expiration --------------------------
Name Granted (1) Fiscal 1997 (Per Share)(1) Date 5% 10%
- ------------------- ----------- ------------- -------------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
Robert E. Anastasi 15,000 (2) 13.5% $18.375 02/19/2007 $173,339 $ 439,275
Michael El-Hillow 20,000 (3) 18.0% 16.656 04/16/2007 209,501 530,917
Christopher Moody 30,000 (4) 27.0% 27.031 08/17/2007 509,995 1,292,428
Richard J. Paynting 20,000 (2) 18.0% 18.375 02/19/2007 231,119 585,700
<FN>
- --------------------
<F1> Option numbers and per share prices have been restated to reflect a
two-for-one stock split in the form of a 100% stock dividend effective
November 13, 1997.
<F2> This option grant is exercisable in four equal annual cumulative
installments beginning one year from the date of grant, which was
February 20, 1997.
<F3> This option grant is exercisable in four equal annual cumulative
installments beginning one year from the date of grant, which was
April 17, 1997.
<F4> This option grant is exercisable in four equal annual cumulative
installments beginning one year from the date of grant, which was
August 18, 1997.
<F5> The 5% and 10% rates used are mandated by the Securities and Exchange
Commission. The actual value, if any, that an executive may realize
upon option exercises 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.
</FN>
</TABLE>
STOCK OPTION EXERCISES IN 1997 AND FISCAL YEAR-END STOCK OPTION 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, 1997.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options Held at In-the-Money Options at
Shares December 31, 1997 December 31, 1997 (3)
Acquired on Value --------------------------- ---------------------------
Name Exercise (1) Realized (2) Exercisable Unexercisable Exercisable Unexercisable
- -------------------- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Lepofsky 80,000 $1,540,000 -- 240,000 (4) $ -- $4,260,000
Robert E. Anastasi 4,000 49,620 5,000 30,000 22,188 82,500
Michael El-Hillow -- -- -- 20,000 -- 55,624
Christopher Moody -- -- -- 30,000 -- --
Richard J. Paynting -- -- 5,000 35,000 25,625 98,125
<FN>
- --------------------
<F1> Option numbers have been restated to reflect a two-for-one stock split
in the form of a 100% stock dividend effective November 13, 1997.
<F2> "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 that may have been owed.
<F3> 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,
1997 ($19.4375), less the price to be paid upon exercise.
<F4> Performance-related stock option. See "Compensation Committee Report"
and "Employment Agreement." Based on 1997 performance, options for the
purchase of 80,000 shares became exercisable on March 1, 1998. On the
next business day, the difference between the exercise price and the
market price with respect to the 80,000 shares was $20.625 per share.
</FN>
</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 ("SERP"), 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, 1997:
<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 $25,255 $ 50,155 $ 65,155 $ 65,155
200,000 34,126 67,327 87,327 87,327
250,000 44,096 85,741 110,741 110,741
300,000 54,096 104,216 134,216 134,216
350,000 64,096 122,692 157,692 157,692
390,000 72,096 137,472 176,472 176,472
</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. The Company recognized pension expense of $2,485,000,
however, because this Plan is overfunded, a contribution was not required and
not made in 1997. 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, 1997, Messrs. Lepofsky and Anastasi each had accrued 19 years of benefit
service under the Plan and Mr. Paynting had accrued 1.3 years of such service.
Supplemental Key Executive Retirement Plan. In 1992 the Company adopted
a Supplemental Key Executive Retirement Plan which is designed to supplement
benefits paid to certain 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 $69,000 in connection with the plan in 1997.
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 11. 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 1997, the Company met
its performance plan in spite of the downturn in the market for semiconductor
capital equipment caused by the financial crisis in Asia. In addition, the
Committee felt that the management of the Company was successful in 1997 in
implementing and solidifying several important changes in the composition of
the management team. Accordingly, the Committee decided to pay full target
bonuses to the members of the management team for performance during 1997.
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 800,000 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 ended December
31, 1997. Management cautions that the stock price performance shown in the
graph below should not be considered indicative of potential future stock
performance.
Comparison of Five-Year Cumulative Total Return *
Among Helix Technology Corporation, NASDAQ Composite Index
and S&P Technology Sector Composite Index
1992 1993 1994 1995 1996 1997
---- ---- ---- ----- ---- -----
HELIX 100 173 428 1,012 775 1,080
NASDAQ COMPOSITE 100 115 112 159 195 240
S&P TECHNOLOGY SECTOR COMPOSITE 100 123 143 207 293 369
* Assumes a $100 investment in Helix Technology Corporation and each
index on December 31, 1992, and that all dividends were reinvested.
DIRECTORS' COMPENSATION
During 1997, each non-employee Director received an annual retainer fee
of $23,500 ($24,500 for Committee Chairmen) payable in four equal quarterly
installments. A Director who is also a full-time employee of the Company
receives no additional compensation for services as a Director.
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 10,000 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 annual installments of 2,000
shares each. For each non-employee Director who remains eligible, an
installment of 2,000 shares shall become exercisable immediately upon his or
her election as a Director at the 1998 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 $380,000. 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 800,000 shares of Common Stock of the
Company at an option price of $1.6875 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 80,000 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,
March 1, 1997 and March 1, 1998, options became exercisable for the purchase
of 80,000 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, 240,000 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
800,000 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 80,000 share installments of his 800,000
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 $1,198,058 under this severance arrangement.
The Company has entered into employment agreements with each of its four
Senior Vice Presidents, Messrs. Anastasi, El-Hillow, Moody and Paynting
(providing for base salaries of $180,000 each), which are terminable at any
time. Base salaries may be increased from time to time at the discretion of
the Human Resources and Compensation Committee. The agreements further
provide for the participation of each of the Senior Vice Presidents in the
Company's performance-based bonus program. Each agreement requires the
Company to pay 12 months' severance pay following termination if the executive
officer has been employed for at least one year, and 24 months' severance pay
if the executive officer has been employed at least five years. Severance pay
is due if the executive is terminated by the Company without cause or if the
executive leaves for "good reason" as defined in the agreement. The amount of
severance pay is a combination of base salary and average annual bonus for the
prior three years. The executive is required not to compete with the Company
for at least two years following termination.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1997, non-employee Directors Dr. Marvin G. Schorr, Dr.
Wickham Skinner and Dr. Mark S. Wrighton served as members of the Human
Resources and Compensation Committee. None of the Human Resources and
Compensation Committee members or Named Executive Officers has any
relationships that must be disclosed under this caption.
PROPOSAL TWO
AMENDMENT OF THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
On February 19, 1998, the Company's Board of Directors approved a
proposed amendment to the Company's Restated Certificate of Incorporation
which would, if approved by the Stockholders, effect an increase in the number
of authorized shares of Common Stock of the Company from 30,000,000 shares to
60,000,000 shares, $1.00 par value per share.
As of the close of business on March 18, 1998, _______________ shares of
Common Stock were issued and outstanding, after giving effect to the two-for-
one stock splits of the Company's Common Stock in the form of a stock dividend
effective on November 13, 1997, November 15, 1994, and November 11, 1993,
leaving _______________ shares of Common Stock authorized but unissued.
The proposed increase in the authorized Common Stock has been
recommended by the Board of Directors to restore the flexibility to issue
Common Stock that existed before the stock split and assure that an adequate
supply of authorized and unissued shares of Common Stock is available for
general corporate needs, such as future stock dividends, stock splits or
issuance under the Company's 1996 Equity Incentive Plan and 1996 Stock Option
Plan for Non-Employee Directors. The availability of additional shares of
Common Stock for issue, without the delay and expense of obtaining the
approval of Stockholders at a special meeting, will afford the Company greater
flexibility in taking corporate action.
The newly authorized Common Stock, like the currently authorized Common
Stock, may be used by the Company for any proper corporate purpose. Such
purposes may include, without limitation, issuance as part or all of the
consideration required to be paid by the Company in the acquisition of other
businesses or properties, or issuance in public or private sales for cash as a
means of obtaining additional capital for use in the Company's business and
operations.
If approved by the Stockholders, the increased number of authorized
shares of Common Stock will be available for issue from time to time for such
purposes and consideration as the Board of Directors may approve and no
further vote of the Stockholders of the Company will be required, except as
required under the Delaware General Corporation Law or the rules of any
national securities exchange or quotation system, such as NASDAQ National
Market, on which the shares of the Company are at the time listed or quoted.
The additional shares of Common Stock for which authorization is sought
would be identical to the Shares of Common Stock of the Company currently
authorized. Although the Board of Directors will authorize the issuance of
additional Common Stock based on its judgment as to the best interests of the
Company and its Stockholders, the issuance of Common Stock could have a
dilutive effect on the earnings per share, book value per share, and on the
equity and voting power of existing holders of Common Stock. Holders of Common
Stock are not now, and will not be entitled to preemptive rights to purchase
shares of any authorized capital stock of the Company. In addition, the
issuance of additional shares of Common Stock could, in certain instances,
render more difficult or discourage a merger, tender offer, or proxy contest
and thus potentially have an "anti-takeover" effect, especially if Common
Stock were issued in response to a potential takeover. In addition,
additional issuances of authorized Common Stock can be implemented, and have
been implemented by some companies in recent years, with voting or conversion
privileges intended to make acquisition of the Company more difficult or more
costly. Such an issuance could deter the types of transactions which may be
proposed or could discourage or limit the Stockholders' participation in
certain types of transactions that might be proposed (such as a tender offer),
whether or not such transactions were favored by the majority of the
Stockholders, and could enhance the ability of officers and directors to
retain their positions.
If the amendment is authorized, Article Fourth of the Company's Restated
Certificate of Incorporation will be amended to read as follows:
FOURTH (a) The total number of shares of stock which the Corporation
is authorized to issue is 62,000,000, of which 60,000,000
shares shall be common stock, par value of $1.00 per share
("Common Stock") and 2,000,000 shares shall be preferred
stock, par value $1.00 ("Preferred Stock").
The affirmative vote of holders of a majority of the shares of Common
Stock outstanding and entitled to vote at the Meeting is required to approve
Proposal Two and adopt the proposed amendment to the Company's Restated
Certificate of Incorporation increasing the number of authorized shares of
Common Stock of the Company. For purposes of the vote to amend the Company's
Restated Certificate of Incorporation, abstentions and broker non-votes are
treated as votes against the proposal. If the amendment is not approved by
the Stockholders, the Company's authorized Common Stock will remain at
30,000,000 shares.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE IN FAVOR OF THE
INCREASE IN THE AUTHORIZED SHARES OF COMMON STOCK.
PROPOSAL THREE
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, 1998. 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 THE
APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS FOR FISCAL YEAR 1998.
SECURITY OWNERSHIP BY PRINCIPAL
STOCKHOLDERS AND MANAGEMENT
The following table sets forth certain information with respect to
beneficial ownership of shares of the Company's Common Stock as of March 18,
1998, (i) by each person (including any partnership, syndicate, or other
group) known to management to be the beneficial owner of more than five
percent of the outstanding shares of Common Stock, (ii) by each Director of
the Company, (iii) by each of the Named Executive Officers and (iv) by the
Executive Officers and Directors of the Company as a group. Except as
indicated in the footnotes to this table, the persons named in the table have
sole voting and investment power with respect to the shares shown as
beneficially owned by them.
<TABLE>
<CAPTION>
Shares Beneficially Owned
------------------------------------
Beneficial Owner Number Percent of Class
- --------------------------------------------------- ---------------- ----------------
<S> <C> <C>
Pilgrim Baxter & Associates, Ltd. 1,873,270 9.48%
825 Duportail Road
Wayne, PA 19087-5525
Pioneering Management Corporation 1,555,900 7.85%
60 State Street
Boston, MA 02109-1820
Memorial Drive Trust 1,206,950 6.11%
125 CambridgePark Drive
Cambridge, MA 02140
Non-Employee Directors:
Arthur R. Buckland 2,000 (1) **
Matthew O. Diggs, Jr. 8,000 **
Frank Gabron 58,300 (1) **
Marvin G. Schorr 114,800 (1) **
Wickham Skinner 80,000 (1) **
Mark S. Wrighton 12,400 (1) **
Named Executive Officers:
Robert J. Lepofsky 436,600 (1)(2) 2.19%
President and
Chief Executive Officer
Robert E. Anastasi 47,890 (1) **
Senior Vice President
Michael El-Hillow 5,200 (1) **
Senior Vice President and
Chief Financial Officer
Christopher Moody -0- **
Senior Vice President
Richard J. Paynting 10,000 (1) **
Senior Vice President
All Directors and Executive Officers as a Group (11) 775,190 (1) 3.88%
<FN>
- --------------------
<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 18, 1998, through the
exercise of options. The amounts listed include shares under such
options as follows: Mr. Buckland, 2,000; Mr. Gabron, 2,000; Dr. Schorr,
2,000; Dr. Skinner, 22,000; Dr. Wrighton, 8,000, Mr. Lepofsky, 80,000;
Mr. Anastasi, 13,750; Mr. El-Hillow, 5,000; Mr. Paynting, 10,000; and
all Directors and Executive Officers as a group, 144,750.
<F2> Includes 40,000 shares held by Mr. Lepofsky as trustee for his
children, with respect to which shares Mr. Lepofsky disclaims
beneficial ownership.
</FN>
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's Directors and Executive Officers, and persons who own
more than 10 percent of the 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. Executive Officers,
Directors and greater than 10 percent stockholders 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 fiscal year ended December 31, 1997, all
Section 16(a) filing requirements applicable to its Executive Officers,
Directors and greater than 10 percent beneficial owners were complied with.
ANNUAL REPORT
The Company's Annual Report on Form 10-K for the year ended December 31,
1997, included financial statements and a report and opinion of Coopers &
Lybrand L.L.P. A representative of Coopers & Lybrand L.L.P. is expected to
be present at the Meeting to make a statement, if he or she 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
The Company must receive any stockholder proposal intended to be
presented by a stockholder at the 1999 Annual Meeting of Stockholders no later
than November 23, 1998.
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 __, 1998
[PROXY CARD]
DETACH HERE
PROXY
HELIX TECHNOLOGY CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert J. Lepofsky and Beverly L.
Armell and each of them as Proxies of the undersigned, each with the power
to appoint a substitute, and hereby authorizes each of them to represent the
undersigned at the Annual Meeting of Stockholders to be held on April 29,
1998, or any adjournment thereof, and there to vote all the shares of Helix
Technology Corporation held of record by the undersigned on March 18, 1998,
as directed on the reverse side hereof. IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR ALL NOMINEES AND FOR PROPOSALS 2 AND 3. 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 |
--------------------
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.
DETACH HERE
[X] Please mark
votes as in
this example.
1. Election of Directors
Nominees: A. Buckland, M. Diggs, Jr., F. Gabron,
R. Lepofsky, M. Schorr, W. Skinner,
M. Wrighton
[ ] FOR [ ] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
[ ] ________________________________________
For all nominees except as noted above
2. Amendment to Restate Certificates of Incorporation
increasing the authorized shares of Common Stock.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Ratification of Coopers & Lybrand, L.L.P., as
independent accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please sign exactly as your name appears. Joint owners
should each sign personally. If acting as attorney,
executor, trustee, or in other representative capacity,
sign name and title.
Signature: _______________ Date: ____ Signature: _______________ Date: ____
