SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
HELIX TECHNOLOGY CORPORATION
- ------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(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):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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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
Thursday, April 27, 2000, at 11:00 a.m.
To the Stockholders of Helix Technology Corporation:
Notice is hereby given that the 2000 Annual Meeting of Stockholders
(the "Meeting") of Helix Technology Corporation (the "Company") will be
held on Thursday, April 27, 2000, at 11:00 a.m. at The Down Town Club, 225
Franklin Street, Boston, Massachusetts, for the following purposes:
1. To elect a Board of Directors;
2. To transact such other business as may properly come before the
Meeting.
Only stockholders of record at the close of business on March 23,
2000, will be entitled to notice of and to vote at the Meeting.
By Order of the Board of Directors
Beverly L. Armell
Corporate Secretary
Mansfield, Massachusetts
March 29, 2000
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 2000
Annual Meeting of Stockholders of the Company (the "Meeting") to be held at
The Down Town Club, 225 Franklin Street, Boston, Massachusetts, on
Thursday, April 27, 2000, at 11:00 a.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.
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 23, 2000. As of that date there
were 22,512,288 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.
When the proxy card of a stockholder is duly executed and returned,
the shares represented thereby will be voted in accordance with the voting
instructions given on the proxy by the stockholder. If no such voting
instructions are given on a proxy card with respect to one or more
proposals, the shares represented by that proxy card will be voted, with
respect to the election of directors, for the nominees named herein, and
with respect to other proposals, in accordance with the recommendations of
the Board. Stockholders may revoke their proxies at any time prior to any
vote at the Meeting by written notice of revocation to the Secretary of the
Company at or before the Meeting by submission of a duly executed proxy
card bearing a later date, or by voting in person by ballot at the Meeting.
A plurality of the votes cast by stockholders entitled to vote at the
Meeting is required for the election of directors. Abstentions and broker
non-votes will not be treated as votes cast for this purpose and will not
affect the outcome of the election.
This Proxy Statement, the Notice of Annual Meeting, and the form of
proxy will first be sent to stockholders on or about March 29, 2000.
PROPOSAL 1
ELECTION OF DIRECTORS
In accordance with Section 2 of Article II of the By-Laws, the Board
has fixed the number of directors to constitute the full Board for the
ensuing year at seven. The Board has nominated Arthur R. Buckland, Matthew
O. Diggs, Jr., Frank Gabron, Robert H. Hayes, Robert J. Lepofsky, Marvin G.
Schorr and Mark S. Wrighton. Each of the nominees is currently a director
of the Company and has consented to be nominated and to serve if elected.
In the event any of these nominees shall be unable to serve as a director,
the shares represented by the proxy will be voted for the person, if any,
who is designated by the Board to replace the nominee. In the event that a
vacancy occurs during the year, the Board may fill such vacancy for the
remainder of the full term.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF
THE ELECTION OF MESSRS. BUCKLAND, DIGGS, GABRON, AND LEPOFSKY AND DRS.
HAYES, SCHORR AND WRIGHTON TO THE BOARD OF DIRECTORS.
<TABLE>
<CAPTION>
Director
Name of Nominee Age Principal Occupation Since
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Arthur R. Buckland 51 President, Chief Executive Officer and Chairman 1996
CP Clare Corporation
Matthew O. Diggs, Jr. 67 General Partner, McClintock Industries 1997
Frank Gabron 69 Retired Chief Executive Officer of the Company 1980
Robert H. Hayes 63 Professor, Harvard Business School 1998
Robert J. Lepofsky* 55 President and Chief Executive Officer of the Company 1987
Marvin G. Schorr* 75 Chairman of the Board of the Company, 1982
Chairman of the Board of Tech/Ops Sevcon, Inc. and
Tech/Ops Corporation
Mark S. Wrighton* 50 Chancellor, Washington University, St. Louis 1990
<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 McClintock Industries,
formerly The Diggs Group, 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 Dayton Superior Corporation,
and as a director of Ripplewood Holdings 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 until December 1988.
Dr. Hayes holds the Philip Caldwell Professorship in Business
Administration at Harvard Business School, where he specializes in
operations and technology management. Prior to his appointment to the
Harvard Faculty in 1966, Dr. Hayes worked for IBM and McKinsey & Company.
He is a director of the American Productivity & Quality Center and PE
Corporation.
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 both Tech/Ops Sevcon,
Inc. and Tech/Ops Corporation since 1987, and was Chairman of the Board of
Directors of Landauer, Inc., from 1987 to 1999.
Dr. Wrighton has been Chancellor of Washington University in St.
Louis since July 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. Hayes, Schorr
and Wrighton. The functions of the Audit Committee are to oversee the
engagement of auditors, including the fee, scope, and timing of the audit
and any other services rendered; to review policies and procedures and the
effectiveness of internal controls; and to oversee 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, 1999, the Board of Directors held
six 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 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
years ended December 31, 1999, 1998 and 1997, to the Company's Chief
Executive Officer and each of the three other most highly compensated
executive officers of the Company (all four hereinafter referred to as the
"Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards All Other
--------------------- Compensation
Securities Underlying --------------------
Name and Annual Compensation Stock Options 401(k)
Principal Position Year Salary Bonus (Shares) Match(1) Other(2)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Lepofsky 1999 $390,000 $150,000 200,000 $10,000 $2,431
President & Chief 1998 380,000 40,000 - 7,150 1,943
Executive Officer 1997 345,000 115,000 - 4,800 1,715
Robert E. Anastasi 1999 185,000 85,000 - 10,000 579
Senior Vice President 1998 180,000 30,000 40,000 8,650 768
1997 170,000 60,000 15,000 4,750 699
Michael El-Hillow 1999 185,000 80,000 - 10,000 359
Senior Vice President & 1998 180,000 35,000 40,000 6,000 464
Chief Financial Officer 1997 118,346 35,000 20,000 - 289
Christopher Moody 1999 185,000 85,000 - - 221
Senior Vice President 1998 180,000 35,000 50,000 - 269
1997 58,461 35,000 30,000 - 86
<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.
</FN>
</TABLE>
STOCK OPTION GRANTS IN 1999
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 year ended December 31,
1999, 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(2)
Options Employees in Price Expiration --------------------------
Name Granted(1) Fiscal 1999 (Per Share) Date 5% 10%
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Lepofsky 200,000 60.3% $20.8125 05/11/2007 $2,617,774 $6,633,953
<FN>
- --------------------
<F1> This option grant is exercisable in eight equal annual cumulative
installments beginning one year from the date of grant, which was
February 11, 1999.
<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
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 1999 AND YEAR-END STOCK OPTION VALUES
The following table provides information with respect to the Named
Executive Officers concerning the exercise of options during the year and
the value of unexercised options held at December 31, 1999:
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options Held at In-the-Money Options at
Shares December 31, 1999 December 31, 1999(2)
Acquired on Value ---------------------------- ----------------------------
Name Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Lepofsky - - - 360,000 $ - $11,475,000
Robert E. Anastasi - - 32,500 42,500 842,188 971,875
Michael El-Hillow - - 20,000 40,000 486,094 907,656
Christopher Moody 12,500 $158,007 15,000 52,500 257,344 1,047,773
<FN>
- --------------------
<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 that 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 Stock Market on
December 31, 1999, ($44.1875), less the price to be paid upon
exercise.
</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, 1999:
<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 15 Years 20 Years 25 Years 30 Years
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$200,000 $32,807 $ 49,030 $ 64,882 $ 84,005 $ 84,005
250,000 42,522 63,008 82,823 106,726 106,726
300,000 52,522 77,619 101,397 130,082 130,082
350,000 62,522 92,231 119,972 153,437 153,437
400,000 72,522 106,842 138,547 176,792 176,792
450,000 82,522 121,454 157,121 200,148 200,148
500,000 92,522 136,066 175,696 223,503 223,503
</TABLE>
Pension Plan
The Company maintains a non-contributory qualified Pension Plan ("the
Plan") for the benefit of its employees, including the individuals named in
the Summary Compensation Table. Employees who are at least 21 years of age
with one year of service are eligible for the Plan. Contributions to the
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 $836,000 for 1999; however, because the Plan is overfunded, a
contribution was not required and not made in 1999.
Compensation covered by the Plan includes salary 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, 1999, Messrs. Lepofsky and Anastasi each had accrued 21 years of
benefit service under the Plan, Mr. El-Hillow had accrued 2.8 years and Mr.
Moody had accrued 2.4 years.
In 1992 the Company adopted a Supplemental Key Executive Retirement
Plan ("SERP"), that 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 SERP 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-
provided retirement benefits. Benefits under the SERP are reduced for
participants with less than 25 years of service. The Company recorded
additional retirement costs of $186,000 in connection with the SERP in
1999.
In 1999 the Company adopted a nonqualified Supplemental Benefit Plan
intended to provide for the payment of additional retirement benefits to
certain key employees of Helix Technology Corporation whose Pension Plan
retirement benefits would exceed amounts permitted under the Internal
Revenue Code. The supplemental unfunded benefit is equal to the amount of
any benefit that would have been payable under the qualified retirement
plan, but for the limitations under the Internal Revenue Code. Benefits
earned under the Supplemental Benefit Plan are also subject to offset per
the provisions of any benefits earned under the Supplemental Key Executive
Retirement Plan.
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 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 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 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. See "Employment Agreements," 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 1999, the Committee
considered that the Company's management responded exceedingly well to the
substantial upturn in the semiconductor capital equipment market. As a
result, the Company was able to satisfy increased demand for its products
and services throughout the year resulting in substantial improvements in
sequential quarterly operating performance. The Company also made important
progress in a number of strategic initiatives. Accordingly, the Committee
awarded bonuses to the Company's Chief Executive Officer and other Named
Executive Officers at their target levels. In addition, the Committee chose
to make an additional incentive award of $25,000 to the chief executive
officer and $10,000 to each of these other officers. The Committee also
awarded stock options for 10,000 shares to each of these other officers.
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 members of the Human
Resources and Compensation Committee - Dr. Robert H. Hayes, (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 years
ended December 31, 1999. 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 (U.S.) Index
and S&P Technology Sector Composite Index
<TABLE>
<CAPTION>
Cumulative Total Return
--------------------------------------------------------
12/94 12/95 12/96 12/97 12/98 12/99
<S> <C> <C> <C> <C> <C> <C>
Helix 100.00 236.88 181.95 254.32 177.84 625.06
Nasdaq 100.00 141.33 173.89 213.07 300.25 542.43
S & P Tech Sector 100.00 144.04 204.35 257.67 445.72 780.60
<FN>
- --------------------
<F*> Assumes the value of the investment in Helix Technology Corporation
and each index was $100 on December 31, 1994, and that all dividends
were reinvested.
</FN>
</TABLE>
DIRECTORS' COMPENSATION
During 1999, each non-employee director received an annual retainer
fee of $25,000 ($26,000 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
applicable Annual Meeting of Stockholders 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 AGREEMENTS
In February 1999, the Company entered into a new employment agreement
(the "1999 Agreement") with Mr. Lepofsky, which runs through February 2007
and replaced a prior employment agreement. The 1999 Agreement has a minimum
annual salary, currently $425,000, which may be increased by the Board of
Directors from time to time; however, if increased, it may not be reduced
again except as part of a general reduction of all executive salaries. The
1999 Agreement provides for additional incentive compensation in the sole
discretion of the Board of Directors and provides Mr. Lepofsky with a
nonqualified supplemental pension benefit that will pay him the benefit
that cannot be paid from the Company's tax-qualified pension plan due to
Internal Revenue Service limits. The 1999 Agreement contained a
nonqualified stock option granting to Mr. Lepofsky the right to purchase up
to 200,000 shares of Common Stock of the Company at an option price of
$20.8125 per share. This option was granted under the Company's 1996 Equity
Incentive Plan and becomes exercisable in eight annual installments of
25,000 shares each, beginning in February 2000.
The 1999 Agreement provides for certain benefits in the event of
involuntary termination of Mr. Lepofsky's employment not for cause or in
the event Mr. Lepofsky terminates his employment following (i) a change of
control of the Company that is not approved by the Company's Board of
Directors, and (ii) a change in a majority of the Directors. 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 February 2007, or for two years, whichever period is
shorter. 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 all remaining installments of his 200,000-share stock option would
become exercisable. In the event of the involuntary termination of Mr.
Lepofsky's employment not for cause, up to three remaining 25,000-share
installments of his 200,000-share stock option would become exercisable.
Any compensation payable to Mr. Lepofsky contingent upon 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 1999 Agreement, Mr. Lepofsky could receive a maximum
(as described above) of $1,342,002 under this severance arrangement.
The Company has entered into employment agreements with each of its
three Senior Vice Presidents, Messrs. Anastasi, El-Hillow and Moody, which
are terminable at any time. Base salaries (currently $200,000) 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 agreements. The amount
of severance pay is a combination of annual 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 1999, non-employee directors Dr. Robert H. Hayes, Dr. Marvin
G. Schorr 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.
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
23, 2000, (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>
Wellington Management Company 1,230,500(1) 5.44%
75 State Street
Boston, MA 02109
Non-Employee Directors:
Arthur R. Buckland 6,000(2) **
Matthew O. Diggs, Jr. 12,000(2) **
Frank Gabron 44,800(2) **
Robert H. Hayes 4,000(2) **
Marvin G. Schorr 98,800(2) **
Mark S. Wrighton 16,400(2) **
Named Executive Officers:
Robert J. Lepofsky 291,491(3) 1.27%
President and Chief Executive Officer
Michael El-Hillow 37,721(2) **
Senior Vice President and Chief Financial Officer
Robert E. Anastasi 65,905(2) **
Senior Vice President
Christopher Moody 1,105 **
Senior Vice President
All Directors and Executive Officers as a Group (10) 578,222(2) 2.54%
<FN>
- --------------------
<F**> Less than 1 percent of shares outstanding.
<F1> Based on Schedules 13G or 13D filed with the Securities and Exchange
Commission.
<F2> Includes shares that each named individual has the right to acquire
within 60 days from March 23, 2000, through the exercise of options.
The amounts listed include shares under such options as follows: Mr.
Buckland, 6,000; Mr. Diggs, 4,000; Mr. Gabron, 6,000; Dr. Hayes,
2,000; Dr. Schorr, 6,000; Dr. Wrighton, 8,000; Mr. El-Hillow, 35,000;
Mr. Anastasi, 51,250; and all directors and executive officers as a
group, 118,250.
<F3> Includes 40,000 shares held in a trust fund, 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 year ended December 31, 1999, 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, 1999, includes financial statements and a report of
PricewaterhouseCoopers LLP. A representative of Pricewater-houseCoopers LLP
is expected to be present at the Meeting to make a statement, if he or she
so desires, and to respond to appropriate questions. Copies of the Annual
Report on Form 10-K may be obtained by stockholders without charge upon
written request addressed to Investor Relations, Helix Technology
Corporation, Mansfield Corporate Center, Nine Hampshire Street, Mansfield,
Massahcusetts 02048-9171.
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 and discretionary voting authority can be exercised, 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
included in the Company's proxy materials for the 2001 Annual Meeting of
Stockholders no later than November 24, 2000. Any stockholder proposals
intended to be presented at such meeting in 2001 must be received by the
Company not later than 45 days prior to the meeting.
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
Corporate Secretary
March 29, 2000
Detach Here
PROXY
HELIX TECHNOLOGY COPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert J. Lepofsky and Beverly L. Amell 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 27,
2000, or any adjournment thereof, and there to vote all the shares of Helix
Technology Corporation held of record by the undersigned on March 23, 2000,
as directed on the reverse side hereof. IF NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED FOR ALL NOMINEES. 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.
------------ -----------
|SEE REVERSE |(IMPORTANT-TO BE SIGNED AND DATED ON REVERSE SIDE) |SEE REVERSE|
| SIDE | | SIDE |
------------ -----------
HELIX TECHNOLOGY CORPORATION
c/o EquiServe
P.O. Box 9040
Boston, Ma 02266-9040
DETACH HERE
[X]Please Mark
Votes as in
this example
1. Election of Directors.
Nominees: A. Buckland, M. Diggs, Jr., F, Gabron, R. Hayes,
R. Lepofsky, M. Schorr, M. Wrighton
[ ]FOR [ ]WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
[ ]______________________________________
For all nominees except as noted above
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:_______
