SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
KULICKE AND SOFFA INDUSTRIES, INC.
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
- --------------------------------------------------------------------------------
1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11/1/
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
[_] Fee paid previously with preliminary materials:
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[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
/1/ (set forth the amount on which the filing fee is calculated and state how
it was determined):
(SC14A-07/98)
<PAGE>
[Insert Kulicke and Soffa Industries, Inc. name and logo]
2101 Blair Mill Road, Willow Grove, PA 19090
January 5, 1999
To Our Shareholders:
Kulicke & Soffa's Annual Meeting of Shareholders will be held on February 9,
1999 at 4:30 P.M. at the Company's offices in Willow Grove, Pennsylvania. We
look forward to your attending either in person or by proxy.
This year, in addition to electing two directors and ratifying the selection of
PricewaterhouseCoopers LLP as independent accountants, we are asking you to
approve the 1998 Employee Stock Option Plan. Having sufficient shares available
for the granting of options is an essential element of compensation if the
Company is to be able to hire, retain and motivate the highly qualified officers
and other key employees on which the Company depends. With few shares available
for option grants under the Company's existing employee plans, the proposed 1998
Plan is truly needed.
We are also asking you to approve a proposed amendment of the Company's Articles
of Incorporation which will free the Company from a Pennsylvania anti-takeover
law that unduly limits the Company's flexibility.
The accompanying Proxy Statement, which I urge you to read carefully, describes
these proposals and the reasons why the Board of Directors unanimously approved
each one. Your Board of Directors recommends a vote FOR each proposal.
Whether or not you plan to attend, you can ensure that your shares are
represented and voted at the Annual Meeting by following the instructions
accompanying the enclosed proxy card.
On behalf of the Directors and our employees, let me thank you for your support.
Sincerely yours,
C. Scott Kulicke
Chairman of the Board
Chief Executive Officer
<PAGE>
[Insert Kulicke and Soffa Industries, Inc. name and logo]
2101 Blair Mill Road, Willow Grove, PA 19090
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
February 9, 1999
----------
THE ANNUAL MEETING OF SHAREHOLDERS OF KULICKE AND SOFFA INDUSTRIES, INC.
(the "Company") will be held on Tuesday, February 9, 1999, at 4:30 p.m. at the
offices of the Company, 2101 Blair Mill Road, Willow Grove, Pennsylvania, for
the following purposes:
1. Election of directors;
2. Approval of an amendment to the Company's Articles of Incorporation
providing that Subchapter E - Control Transactions of the Pennsylvania
Business Corporation Law shall not be applicable to the Company;
3. Approval of the 1998 Employee Stock Option Plan;
4. Ratification of the appointment of PricewaterhouseCoopers LLP as the
Company's independent accountants for the year ending September 30,
1999; and
5. Transaction of such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on December 14,
1998, as the record date for the determination of holders of Common Shares
entitled to notice of and to vote at the meeting.
All shareholders are cordially invited to attend the meeting, but whether
or not you expect to attend the meeting in person, please follow the
instructions accompanying the enclosed proxy in order that your stock may be
voted by one of the various means available. If you attend the meeting, you may
revoke your proxy and vote in person.
By Order of the Board of Directors
SUSAN WATERS
Secretary
January 5, 1999
<PAGE>
[Insert Kulicke and Soffa Industries, Inc. name and logo]
2101 Blair Mill Road, Willow Grove, PA 19090
PROXY STATEMENT
January 5, 1999
The enclosed proxy is solicited by the Board of Directors of the Company.
This proxy statement and the enclosed proxy are being mailed on or about January
5, 1999. A copy of the Company's 1998 Annual Report to Shareholders (which
includes the Company's Annual Report on Form 10-K) is also enclosed but is not
to be considered as proxy solicitation material.
Voting and Revocability of Proxies
The Board of Directors has fixed the close of business on December 14,
1998, as the record date for determination of the shareholders entitled to vote
at the Annual Meeting. As of the record date, there were 23,401,794 Common
Shares outstanding ("Common Shares" or "Common Stock"). Each such share is
entitled to one vote on all matters to be presented to the meeting, except that
cumulative voting is permitted in the election of directors. See "Item 1 --
ELECTION OF DIRECTORS."
When proxies are properly dated, executed and returned or otherwise voted
in accordance with the accompanying instructions, the shares they represent will
be voted at the Annual Meeting in accordance with the instructions of the
shareholder. If no specific instructions are given, the shares will be voted FOR
the following Items: (1) the election of the nominees for directors set forth
herein; (2) approval of the amendment of the Articles of Incorporation providing
that Subchapter E - Control Transactions of the Pennsylvania Business
Corporation Law shall not be applicable to the Company; (3) approval of the 1998
Employee Stock Option Plan (the "1998 Plan"); and (4) ratification of the
appointment of independent accountants. A proxy is revocable at any time prior
to its use by delivering a subsequently executed proxy or written notice of
revocation to the Secretary of the Company.
A majority of the shares entitled to vote, represented in person or by
proxy, constitutes a quorum. If a quorum is present, (i) the two nominees for
directors receiving the highest number of votes cast at the Annual Meeting will
be elected and (ii) the affirmative vote of a majority of the total votes cast
on the Item by all shareholders entitled to vote at the Meeting will be required
to approve Items 2, 3, and 4. Abstentions, the withholding of authority to vote
or the specific direction not to cast a vote, such as a broker non-vote, will
not constitute the casting of a vote on any matter.
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<PAGE>
Security Ownership of Certain Beneficial Owners
To the best knowledge of the Company, the only persons or groups of persons
that owned beneficially more than 5% of the outstanding Common Shares of the
Company as of December 1, 1998, were as follows:
Number of Percent of
Name and Address Shares Class
- ---------------- ------ -----
Capital Guardian Trust Company (1) ............... 2,544,200 10.9%
333 South Hope Street
Los Angeles, CA 90071
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(1) Based on information provided pursuant to Schedule 13G filed with the
Securities and Exchange Commission (the "SEC") on August 10, 1998. This share
amount includes 222,200 shares held by Capital International, Inc. and 44,000
shares held by Capital International S.A., affiliated entities of Capital
Guardian Trust Co. (the "Reporting Entity"). Previously, The Capital Group
Companies, Inc., the parent holding company of the Reporting Entity and its
listed affiliated entities, reported the beneficial ownership of all of such
shares. On July 9, 1998 it filed a Schedule 13G indicating that it retained no
beneficial ownership of shares held by its independent investment management
affiliates.
ITEM 1 - - ELECTION OF DIRECTORS
The Board of Directors currently consists of eight directors, divided into
four classes of two directors each. The Board intends to cause Messrs. James W.
Bagley and C. Scott Kulicke, the members of the class whose terms expire at the
1999 Annual Meeting, to be nominated for re-election at the 1999 Annual Meeting
to serve until the 2003 Annual Meeting and until their successors have been duly
elected and qualified. Each shareholder who so chooses may cumulate votes in the
election of directors (i.e. may multiply the number of votes the shareholder is
entitled to cast by the total number of directors to be elected (i.e., two) and
cast the whole number of votes for one candidate or distribute them among some
or all candidates). The proxy agents reserve the right to vote the proxies
cumulatively, if necessary, in order that one or both of Messrs. James W. Bagley
and C. Scott Kulicke will be re-elected to the Board of Directors. If either of
the nominees should be unavailable at the time of the election, the persons
named in the proxy may vote the proxies for such other persons as they may
choose, unless the Board of Directors reduces the number of the directors to be
elected.
The following table provides certain information concerning: (i) Messrs.
James W. Bagley and C. Scott Kulicke, (ii) the persons whose terms as directors
will continue after the Annual Meeting, and (iii) the executive officers named
in the Summary Compensation Table herein, including their ages, principal
occupations and, as of December 1, 1998, beneficial shareholdings. Unless
otherwise specified, such persons have held the positions indicated (other than
directorships) for at least five years. To the best knowledge of the Company,
each of the persons listed below has sole voting and investment power with
respect to the beneficial shareholdings set forth, unless otherwise indicated.
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<PAGE>
<TABLE>
<CAPTION>
Present Common Shares
Director Term Beneficially Owned
Name, Age and Occupation Since Expires On December 1, 1998
- ------------------------ -------- ------- -----------------------
Number Percent
------ -------
<S> <C> <C> <C> <C>
James W. Bagley (59), 1993 1999 20,000(1) (2)
Chairman and Chief
Executive Officer of Lam
Research Corporation, a
leading manufacturer of
semiconductor processing
equipment since August 1997.
From June 1996 to August 1997,
Chairman of the Board and
Chief Executive Officer of
OnTrak Systems, Inc., a
developer and marketer of
semiconductor wafer processing
equipment, and prior to June
1996, Vice Chairman of the
Board of Directors of Applied
Materials, Inc., the largest
supplier of wafer fabrication
systems to the semiconductor
industry. Currently, a
director of KLA/Tencor
Corporation, Micron
Technology, Inc., and
Teradyne, Inc.
C. Scott Kulicke (49), 1975 1999 665,140(1)(3) 2.8%
Chairman of the Board and
Chief Executive Officer of the
Company.
Frederick W. Kulicke, Jr. (81), 1956 2000 10,000(1) (2)
Retired co-founder of the
Company; Co-Chairman of the
Board of Directors and senior
executive officer from 1951
until his retirement in 1979.
Father of C. Scott Kulicke.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Present Common Shares
Director Term Beneficially Owned
Name, Age and Occupation Since Expires On December 1, 1998
- ------------------------ -------- ------- -- --------------------
Number Percent
-------- --------
<S> <C> <C> <C> <C>
John A. O'Steen (54), 1988 2002 16,000(1)(4) (2)
Executive Vice President
Operations (since July 1998)
and Executive Officer
(1995-June 1998) of
Cornerstone Brands, Inc., a
consumer catalog company and
Chairman (since 1991) and
Chief Executive Officer
(1991-1998) of Cinmar, Inc., a
mail order catalog company
acquired by the predecessor of
Cornerstone Brands in
September 1995. Currently, a
director of Cornerstone
Brands, Inc. and Bill's Dollar
Stores, Inc. Formerly,
President, Chief Executive
Officer and a director of
Cincinnati Microwave, Inc., a
manufacturer of electronic
products.
Allison F. Page (75), 1962 2001 10,520(1) (2)
Retired partner in the
Philadelphia law firm of
Pepper, Hamilton & Scheetz.
MacDonell Roehm, Jr. (59), 1984 2002 22,000(1) (2)
Chairman, President and
Chief Executive Officer of
Bill's Dollar Stores, Inc., a
chain of retail convenience
stores, from 1994 to March
1998. Prior to that time,
Managing Director of AEA
Investors, Inc., a private
investment firm.
Larry D. Striplin, Jr. (69), 1995 2000 3,000(1) (2)
Chairman of the Board and
Chief Executive Officer of
Nelson-Brantley Glass
Contractors, Inc., a glass
contractor, and Clearview
Properties, Inc., a real
estate rental company.
Chairman of Circle "S"
Industries, Inc. and American
Fine Wire Corp. prior to their
acquisition by the Company in
1995. Currently, a director of
MedPartners, Inc.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Present Common Shares
Director Term Beneficially Owned
Name, Age and Occupation Since Expires On December 1, 1998
- ------------------------ -------- ------- -------------------
Number Percent
------ -------
<S> <C> <C> <C> <C>
C. William Zadel (55), 1989 2001 5,000(1) (2)
Chairman, President and
Chief Executive Officer of
Millipore Corporation, a
global manufacturer of
filtration and purification
products and former President
and Chief Executive Officer of
Ciba-Corning Diagnostics
Corp., a manufacturer and
distributor of medical
diagnostic products.
Currently, a director of
Matritech, Inc.
Moshe O. Jacobi (56), -- -- 25,117(1) (2)
Senior Vice President of
the Company.
Morton K. Perchick (61), -- -- 53,684(1) (2)
Executive Vice President of
the Company.
Clifford G. Sprague (55), -- -- 35,376(1)(5) (2)
Senior Vice President and
Chief Financial Officer of the
Company.
Walter E. Von Seggern (58), -- -- 27,408(1) (2)
Senior Vice President of
the Company
All directors and executive -- -- 893,327(6) 3.8%
officers as a group (13
persons).
</TABLE>
- ----------
(1) Includes or consists of shares subject to outstanding options that are
currently exercisable or exercisable within 60 days after December 1, 1998
in the following amounts: Mr. Bagley (10,000), Mr. Scott Kulicke (151,920),
Mr. Fred Kulicke (10,000), Mr. O'Steen (6,000), Mr. Page (10,000), Mr.
Roehm (20,000), Mr. Striplin (3,000), Mr. Zadel (5,000), Mr. Jacobi
(24,280), Mr. Perchick (49,740), Mr. Sprague (27,454) and Mr. Von Seggern
(25,900).
(2) Less than 1.0%.
(3) Includes 416,914 shares jointly held with Mr. Kulicke's wife.
(4) Includes 1,000 shares jointly held with Mr. O'Steen's wife.
(5) Includes 3,200 shares jointly held with Mr. Sprague's wife.
(6) Includes 343,294 shares subject to options that are currently exercisable
or exercisable within 60 days after December 1, 1998. See also footnote (1)
above.
For further information concerning Directors and Executive Officers see
"Additional Information."
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<PAGE>
ITEM 2 - - AMENDMENT OF THE ARTICLES OF INCORPORATION
In November 1998, the Company's Board of Directors (the "Board")
unanimously adopted, subject to shareholder approval, an amendment to the
Company's Articles of Incorporation adding a new Article 7 which provides that
Subchapter E - Control Transactions (hereinafter referred to as "Subchapter E")
of the Pennsylvania Business Corporation Law of 1988, as amended (the
"Pennsylvania BCL"), shall not be applicable to the Company. Subchapter E, which
is summarized below, is one of a number of so-called anti-takeover laws which
Pennsylvania enacted during the 1980's to afford corporations incorporated in
Pennsylvania and their shareholders protection against certain types of
takeovers and acquisitions of control by third parties. However, Subchapter E
permits Pennsylvania corporations to elect not to be governed by its provisions
by amending their articles of incorporation to so provide. The Company's Board
believes that Subchapter E unduly limits the Company's flexibility and, thus, is
not in the best interests of the Company and its shareholders. ACCORDINGLY, THE
BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE AMENDMENT TO THE ARTICLES OF
INCORPORATION ELECTING NOT TO BE SUBJECT TO SUBCHAPTER E.
Summary of Subchapter E.
Subchapter E (15 Pa. C.S. ss. ss. 2541-2548) essentially provides that,
subject to certain exceptions, if a person or entity or a group of persons or
entities acting together (hereinafter called a "controlling person or group")
acquires voting power over voting shares of a publicly-traded Pennsylvania
corporation, such as the Company, that would entitle the controlling person or
group to cast at least 20% of the votes that all shareholders of the corporation
would be entitled to cast in an election of directors of the corporation (the
acquisition of such voting power being hereinafter referred to as a "control
transaction"), then: (i) prompt notice of such control transaction must be given
to the other holders of voting shares of the corporation; and (ii) any such
holders who object to the control transaction and comply with specified
procedures may demand that the controlling person or group purchase such
objecting holders' voting shares for "fair value".
The minimum value that such objecting holders are entitled to receive
under Subchapter E is the highest price paid per share by the controlling person
or group within the 90-day period ending on the date of the control transaction.
If objecting holders believe the fair value of their voting shares is higher
than this minimum amount, they are entitled to have the fair value of their
voting shares determined by an appraiser appointed by the court. Any appraiser
so appointed is required to determine the fair value of each voting share as of
the date of the control transaction, taking into account all relevant factors,
including an increment representing a proportion of any value payable for
acquisition of control of the corporation. The appraisal costs are borne by the
controlling person or group, and the appraised fair value, plus interest, is
then paid to those holders who demanded the appraisal in return for their voting
shares.
Reasons for the Proposed Amendment to the Company's Articles of Incorporation.
While Subchapter E affords the Company and its shareholders some degree of
protection against possible unwanted or unfair takeovers, the Board believes
that Subchapter E unduly limits the Company's flexibility and, therefore, is not
in the best interests of the Company and its shareholders.
Unlike a number of other anti-takeover laws adopted by Pennsylvania and
other states, Subchapter E does not exempt from its provisions control
transactions which have been approved prior to their consummation by the
disinterested directors of a corporation. Thus, Subchapter E might effectively
prevent the Company from entering into certain types of transactions even though
the Board may have
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<PAGE>
determined that such transactions could benefit the Company and its
shareholders. For example, the Company might wish to purchase another company
through the issuance of a significant number of Company voting shares or to have
an institutional investor or other investment entity or group acquire a
significant voting share position in the Company. However, if either of the
above two possible types of transaction would result in any person or group
acquiring voting power over 20% or more of the voting shares of the Company, the
transaction would be a control transaction, and such person or group would be a
control person or group subject to Subchapter E. Accordingly, all the other
holders of voting shares of the Company would be entitled to demand that the
control person or group purchase their Company voting shares for fair value. It
is highly unlikely that such a potential seller of a business to the Company or
such a potential investor in the Company would agree to enter into the control
transaction and run the risk that the other holders would exercise this right.
It is for this reason that a number of other publicly-traded Pennsylvania
corporations have elected not to have the provisions of Subchapter E be
applicable to them.
Approval of the proposed amendment to the Company's Articles of
Incorporation to make Subchapter E inapplicable to the Company would permit
control transactions, as defined under "Summary of Subchapter E" above, to take
place without entitling other holders of Company voting shares to demand that
they receive fair value for their voting shares as provided in Subchapter E, and
would remove whatever deterrent effect that Subchapter E might have on possible
changes of control and unfriendly or unfair takeovers of the Company. However,
even if Subchapter E is no longer applicable to the Company, other provisions of
the Company's Articles of Incorporation and By-laws and of the Pennsylvania BCL
could have the effect of delaying or discouraging certain takeovers or changes
in control of the Company. For example, the Company's Articles of Incorporation
and By-laws contain provisions which: (i) classify the Board into four classes,
with one class being elected each year; (ii) permit the Board to issue "blank
check" preferred stock without shareholder approval; and (iii) prohibit the
Company from engaging in certain business combinations with a holder of 20% or
more of the Company's voting securities without super-majority board or
shareholder approval. Further, under the Pennsylvania BCL, because the Company's
By-laws provide for a classified Board, shareholders may only remove directors
for cause.
For the above reasons, the Board believes the proposed amendment to the
Company's Articles of Incorporation electing not to be covered by Subchapter E
is in the best interests of the Company and its shareholders. The Company has no
present plans to enter into any control transaction within the meaning of
Subchapter E, nor is it aware of any other person's or group's current intention
to enter into a control transaction with respect to the Company.
ITEM 3 - - 1998 EMPLOYEE STOCK OPTION PLAN
At the Annual Meeting, the shareholders also will be asked to approve the
1998 Plan which was unanimously approved by the Board of Directors in November
1998. The Board of Directors approved the Plan, which authorizes the granting of
options to purchase up to 2,000,000 shares of Common Stock, because it believes
that having shares available for the granting of options is an essential element
of compensation if the Company is to be able to hire, retain and motivate the
highly qualified officers and other key employees upon which the Company's
continued success will, in large part, depend. Moreover, since the exercise
price of options granted under the Plan must be equal to the fair market value
of the Company's Common Shares on the date of grant, the options will only
become of real value if the price of the option shares rises. Thus, the
interests of optionees and other shareholders are closely aligned in having the
Company prosper and share value increase. The Company intends to use stock
options as an integral portion of total compensation. See "Compensation
Committee Report on Executive Compensation - Equity Incentive."
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<PAGE>
The Company currently has two option plans available for officers and key
employees, the 1988 Employee Stock Option Plan ("1988 Employee Plan") and the
1994 Employee Stock Option Plan ("1994 Employee Plan"). As of December 1, 1998,
a total of 49,206 Common Shares remained available for option grants under these
plans. Those share numbers are clearly insufficient to meet the Company's
anticipated needs for fiscal 1999 and the next several fiscal years.
At present, approximately 100 employees of the Company and its corporate
subsidiaries (including approximately 18 officers of the Company) would be
eligible for grants under the 1998 Plan. To date, no options have been granted
under the Plan, and there are no specific grants presently contemplated.
THE BOARD OF DIRECTORS BELIEVES THAT HAVING SUFFICIENT SHARES
AVAILABLE FOR THE GRANTING OF OPTIONS IS IMPORTANT TO THE SUCCESS
OF THE COMPANY AND RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
APPROVAL OF THE 1998 EMPLOYEE STOCK OPTION PLAN.
Summary of the 1998 Plan
The text of the 1998 Plan is attached as Appendix A to this Proxy
Statement. The following description of the Plan is intended merely as a summary
of its principal features and is qualified in its entirety by reference to the
Plan.
Under the 1998 Plan, 2,000,000 Common Shares (subject to possible
adjustment to reflect stock dividends, stock splits, share combinations, and
similar changes in the capitalization of the Company) are reserved for the
granting of incentive stock options ("ISOs") and non-qualified stock options
("NQSOs"). (ISOs and NQSOs are collectively referred to as "Options"). Key
employees of the Company and its subsidiaries are eligible to receive Options
under the Plan. For purposes of the Plan, "subsidiary" generally means a
subsidiary corporation of the Company. However, with respect to NQSOs,
"subsidiary" may include any trade or business (whether or not incorporated) in
which the Company owns a more than 50% equity interest. Options granted to key
employees of any such non-corporate subsidiary may result in a charge to
earnings in the Company's financial statements. For purposes of the Plan, a "Key
Employee" is an officer or employee who occupies a responsible executive,
professional, managerial or administrative position and who the Compensation
Committee of the Company's Board of Directors (the "Compensation Committee")
believes has the capacity to contribute to the success of the Company and its
subsidiaries. Directors who are not also officers or employees of the Company
are not eligible to participate in the Plan. No individual may be granted
Options for more than 600,000 Common Shares over the life of the Plan.
The Plan will be administered by the Compensation Committee, which is
presently comprised of the following outside Directors of the Company: Messrs.
John A. O'Steen, Chairman; James W. Bagley; and C. William Zadel. The Committee
is authorized, subject to the terms of the Plan, to select Key Employees to be
granted Options, to grant Options on behalf of the Company and to set the date
of grant and the other terms of such Options, subject to the terms of the Plan.
Options granted under the Plan must have an exercise price of not less than
the fair market value of the Common Shares on the date of grant and may not
extend for more than ten years, subject to more stringent limitations in the
case of ISOs granted to an optionee who is a 10% or greater shareholder. Options
are exercisable in such installments as the Compensation Committee may
determine, but not earlier than 12 months from the date of grant except under
specified circumstances. On December 15, 1998, the last reported sale price of
the Company's Common Shares on the NASDAQ National Market was $17.625.
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<PAGE>
Upon the termination of an optionee's employment for any reason other than
death, disability, retirement or cause, Options held by an optionee may be
exercised, to the extent exercisable on the date of termination (or to such
greater extent as may be permitted by the Compensation Committee), until the
earlier of the expiration date in the Option or three months after the date of
termination of employment. If an optionee's employment terminates because of
retirement (defined as retirement at or after age 65, unless an earlier
retirement is expressly agreed to by the Company), death or disability, all
remaining Options accelerate and the three-month period is extended to twelve
months under most circumstances. If the Key Employee is terminated due to cause
(which includes termination by reason of any dishonest or illegal act, or any
willful refusal or failure to perform duties properly assigned), all Options
held by the Key Employee will terminate concurrently upon receipt by the
optionee of his or her notice of termination due to cause.
The exercise price of Options may be paid in cash or its equivalent, or, if
permitted by the Compensation Committee, in whole or in part by the delivery of
other Common Shares owned by the Key Employee. The Compensation Committee, in
its discretion, also may permit a Key Employee to satisfy the minimum required
federal withholding tax relating to an Option through withholding of, or by
returning to the Company, Common Shares which will be valued at their fair
market value.
ISOs are also subject to certain additional terms and conditions required
by the Internal Revenue Code of 1986, as amended (the "Code"). To the extent
that the fair market value (determined as of the date of the option grant) with
respect to which ISOs are exercisable for the first time in any one year as to
any optionee exceeds $100,000, such options shall be treated as a NQSO for tax
purposes.
On a change in control of the Company (as defined in Section 8 of the
Plan), all outstanding Options become fully vested and exercisable. In the event
of certain corporate reorganizations which do not constitute such a change in
control, each outstanding Option will be assumed by the surviving or successor
corporation, unless the Compensation Committee, upon advance notice, terminates
all or a portion of the outstanding Options, in which case the Options will
become fully vested and exercisable until termination.
ISOs and, unless otherwise provided by the Committee, NQSOs granted under
the Plan are not assignable or transferable otherwise than by will or by the
laws of descent and distribution.
The 1998 Plan became effective (subject to shareholder approval) on
November 11, 1998, and terminates on November 10, 2008. The Board of Directors
of the Company may amend, suspend or discontinue the Plan, and the Committee may
amend any Options, at any time, provided that without the affirmative vote of
holders of a majority of the Common Shares present, or represented, and entitled
to vote at a duly held meeting of the shareholders of the Company, no such
action may be taken to: (i) with respect to ISOs, change the class of employees
eligible to participate in the Plan, increase the maximum number of Common
Shares with respect to which ISOs may be granted under the Plan (except as
permitted under the Plan with respect to capital adjustments), or extend the
duration of the Plan, or (ii) enact any material amendment which would require
shareholder approval pursuant to Treasury Regulation ss.1.162-27(e)(4)(vi)
(e.g., an amendment to change the maximum number of shares for which grants may
be made to any employee or the exercise price of Options granted under the
Plan). Compliance with Treasury Regulation ss.1.162-27 is desirable so that
compensation recognized upon the exercise of NQSOs granted under the Plan may be
excepted from the compensation deduction limitation of Section 162(m) of the
Code. (See "Tax Treatment" below.)
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<PAGE>
Tax Treatment
Based on the advice of counsel, the Company believes that, under Federal
tax laws and regulations in effect on December 1, 1998, the principal Federal
income tax consequences to the Company and to the optionees receiving ISOs and
NQSOs pursuant to the Plan will be as follows:
If an Option is treated as an ISO, the optionee will recognize no U.S.
federal taxable income upon grant or exercise of the Option unless the
alternative minimum tax rules apply. Upon an optionee's sale of the Common
Shares received upon exercise of an Option (assuming that the sale occurs no
sooner than two years after grant of the option and one year after exercise of
the Option), any gain will be taxed to the optionee as capital gain. If the
optionee disposes of the Common Shares prior to the expiration of the above
holding period, the optionee will recognize ordinary income in an amount
generally measured as the difference between the exercise price and the lower of
the fair market value of the Common Shares at the exercise date or the sale
price of the Common Shares. Any gain or loss recognized on such a disposition of
the Common Shares in excess of the amount treated as ordinary income will be
characterized as capital gain or loss. The Company will be allowed a business
expense deduction to the extent the optionee recognizes ordinary income, subject
to Section 162(m) of the Code.
An optionee will not recognize any U.S. federal taxable income at the time
the optionee is granted an NQSO. However, upon exercise of the Option, the
optionee will recognize ordinary income for federal income tax purposes in an
amount generally measured as the excess of the then fair market value of the
Common Shares over the exercise price, and the Company will be entitled to a
deduction in the same amount at the time of exercise, subject to Section 162(m)
of the Code. Upon an optionee's sale of such shares, any difference between the
sale price and fair market value of such shares on the date of exercise will be
treated as capital gain or loss and will qualify for capital gain or loss
treatment if the Common Shares have been held for more than 12 months.
Section 162(m) of the Code disallows tax deductions to public companies for
compensation in excess of $1 million paid or accrued in taxable years beginning
after January 1, 1994 to certain executive officers (generally consisting of the
chief executive officer and the four other highest paid executive officers),
unless such compensation is of a type that qualifies for exemption from that
limitation. One such exemption is for performance based compensation, which can
include compensation under a stock option plan, provided that certain
requirements, including administration of the plan by "outside directors" and
shareholder approval of the Plan are met. The Board of Directors intends to try
to comply with such requirements with respect to the 1998 Plan to the extent
reasonably practicable, but there can be no assurance that the Plan will
initially or in the future so comply.
Different rules for measuring ordinary income may apply if the optionee is
subject to Section 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
The foregoing does not purport to be a complete summary of the effect of
federal income taxation upon holders of Options or upon the Company. It also
does not reflect provisions of the income tax laws of any municipality, state or
foreign country in which an optionee may reside.
ITEM 4 - - APPOINTMENT OF INDEPENDENT ACCOUNTANTS
At the recommendation of the Audit Committee, the Board of Directors has
appointed PricewaterhouseCoopers LLP as the Company's independent accountants
for the fiscal year ending September 30, 1999. Price Waterhouse LLP (which
merged with Coopers & Lybrand LLP in 1998 to become
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<PAGE>
PricewaterhouseCoopers LLP) has served as the Company's independent accountants
for a number of years. The election of independent accountants by the
shareholders is not required by law or by the Company's By-laws. Traditionally,
the Company has submitted this matter to the shareholders for ratification and
believes that it is good practice to continue to do so. If a majority of the
votes cast on this matter are not cast in favor of the reappointment of
PricewaterhouseCoopers LLP, the Company will appoint other independent
accountants as soon as is practical and before the close of the 1999 fiscal
year.
A representative of PricewaterhouseCoopers LLP is expected to be present at
the Annual Meeting to make a statement if it so desires and will be available to
respond to any appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP.
ADDITIONAL INFORMATION
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors and persons who own more than ten percent of a registered class of
the Company's equity securities (collectively, the "reporting persons") to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and to furnish the Company with copies of these reports.
Based solely on the Company's review of the copies of these reports
received by it, and written representations received from reporting persons with
respect to the filing of reports on Forms 3, 4 and 5, the Company believes that
all filings required to be made by the reporting persons for Fiscal 1998 were
made on a timely basis.
Summary Compensation Table
The following table sets forth information with respect to the compensation
received by the Chief Executive Officer and the four other most highly
compensated executive officers of the Company (together with the Chief Executive
Officer, the "named executive officers") for the fiscal year ended September 30,
1998 ("Fiscal 1998"), as well as the compensation received by each such
individual for the Company's previous two fiscal years ("Fiscal 1997" and
"Fiscal 1996," respectively).
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<PAGE>
<TABLE>
<CAPTION>
Annual Long Term
Compensation Compensation Awards
------------ -------------------
All
Other Securities Other
Annual Underlying Compen-
Name and Fiscal Salary Bonus Compen- Options sation
Principal Position Year ($)(1) ($)(1)(2) sation($)(3) (#) ($)(4)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
C. Scott Kulicke 1998 $366,928 $112,665 $ 6,084 110,200 $ 17,972
Chairman of the Board and 1997 320,765 580,800 4,915 63,000 16,472
Chief Executive Officer 1996 300,000 -0- 4,922 31,700 16,472
Morton K. Perchick 1998 $220,000 $211,673 $ 7,275 49,600 $ 18,375
Executive Vice President 1997 217,115 168,287 6,127 29,100 17,079
1996 210,623 63,205 5,883 15,000 16,644
Moshe O. Jacobi 1998 $212,128 $109,536 $ 19,384 34,000 $ 54,519
Senior Vice President 1997 223,935 92,400 26,356 21,000 65,135
1996 184,275 33,900 41,469 11,000 56,589
Clifford G. Sprague 1998 $203,846 $ 54,799 $ 6,303 37,500 $ 11,469
Senior Vice President and 1997 186,785 149,978 4,943 21,400 9,709
Chief Financial Officer 1996 179,550 22,445 4,816 11,200 9,214
Walter E. Von Seggern 1998 $187,923 $ 40,555 $ 6,709 42,100 $ 12,176
Senior Vice President 1997 170,846 142,065 5,149 18,200 9,744
1996 161,500 29,070 4,215 9,600 10,376
</TABLE>
- ----------
(1) Includes amounts earned but deferred at the election of executive officers
under the Company's Officers' Deferred Compensation Plan.
(2) These amounts represent incentive payments to the named executive officers
as participants in the Company's Executive Incentive Compensation Plan with
respect to the fiscal year indicated. (See "Compensation Committee Report
on Executive Compensation" herein.)
(3) These amounts for Messrs. Kulicke, Perchick, Sprague and Von Seggern
represent reimbursement to them by the Company for taxes paid by them on
Company-provided automobiles. The amount set forth for Mr. Jacobi for
Fiscal 1996 includes amounts for reimbursement of taxes paid by Mr. Jacobi
on Company-provided automobiles, $11,977 for travel expenses for
accompanying family members and $27,412 for relocation benefits paid to Mr.
Jacobi in connection with his move from Israel to the United States. The
amount set forth for Mr. Jacobi for Fiscal 1997 includes reimbursement of
taxes paid by Mr. Jacobi on Company-provided automobiles, $5,523 for travel
expenses for accompanying family members and $15,572 for relocation
benefits in connection with his move from Israel to the United States. The
amount set forth for Mr. Jacobi for Fiscal 1998 includes reimbursement of
taxes paid by Mr. Jacobi on Company-provided automobiles, $4,960 for travel
expenses for accompanying family members and $7,715 for relocation benefits
in connection with his move from Israel to the United States.
(4) Amounts indicated for Mr. Kulicke for Fiscal 1996, 1997 and 1998 include
the Company's matching contribution to the 401(k) Incentive Savings Plan,
and $2,222 of forgiveness of interest and principal on a loan made by the
Company pursuant to a 1978 loan program which was established to permit
certain officers of the Company to purchase Common Shares. This column also
includes, for Fiscal 1996, 1997 and 1998, the Company's matching
contribution to the 401(k) Incentive Savings Plan with respect to Messrs.
Perchick, Sprague and Von Seggern. With respect to Mr. Jacobi, this column
contains for Fiscal 1996, 1997 and 1998 the Company's matching
contributions to an Israeli voluntary matched savings plan and to the
Company's 401(k) Incentive Savings Plan and the Company's contribution to
an Israeli pension and severance insurance plan in which Mr. Jacobi
participates (see "Pension Plan" below) as follows:
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<PAGE>
1996 1997 1998
------- ------- -------
Israeli voluntary matched savings plan $33,812 $35,736 $35,736
Israeli pension and severance insurance plan 16,223 16,944 16,934
Company's 401(K) Incentive Savings Plan 6,554 12,455 1,849
------- ------- -------
$56,589 $65,135 $54,519
Effective January 1, 1996, the Company enhanced the 401(k) Incentive
Savings Plan, including an increase in the Company's matching contribution,
to offset the freezing of benefits under the pension plan. See "Pension
Plan" below.
Stock Option Tables
The following tables set forth information with respect to: (i) stock
option grants by the Company to the named executive officers in Fiscal 1998, and
(ii) the aggregate option exercises by each named executive officer during
fiscal 1998, and the number of unexercised options and the value of unexercised
in-the-money options held by each named executive officer at the Fiscal 1998
year-end, respectively.
<TABLE>
<CAPTION>
Option Grants in Fiscal 1998
Individual Grants
--------------------------------------------------------------------------
Potential Realizable Value
Number of % of Total at Assumed Annual Rates of
Shares Options Stock Price Appreciation
Underlying Granted to Exercise for Option Term(3)
Options Employees in Price Per Expiration ------------------
Name Granted(1) Fiscal Year(2) Share Date 5% 10%
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
C. Scott Kulicke 75,300(4) $ 13.44 9-18-08 $ 636,363 $1,612,675
34,900 36.81 10-14-07 807,971 2,047,567
------- ---------- ----------
110,200 8.48% $1,444,334 $3,660,242
Morton K. Perchick 33,700(4) 13.44 9-18-08 $ 284,799 $ 721,741
15,900 36.81 10-14-07 368,101 932,845
------- ---------- ----------
49,600 3.82% $ 652,900 $1,654,586
Moshe O. Jacobi 23,000(4) 13.44 9-18-08 $ 194,373 $ 492,583
11,000 36.81 10-14-07 254,661 645,364
------- ---------- ----------
34,000 2.62% $ 449,034 $1,137,947
Clifford G. Sprague 25,400(4) 13.44 9-18-08 $ 214,656 $ 543,982
12,100 36.81 10-14-07 280,127 709,900
------- ---------- ----------
37,500 2.88% $ 494,783 $1,253,882
Walter E. Von Seggern 30,800(4) 13.44 9-18-08 $ 260,290 $ 659,633
11,300 36.81 10-14-07 261,606 662,965
------- ---------- ----------
42,100 3.24% $ 521,896 $1,322,598
</TABLE>
(1) All options granted to named executive officers in Fiscal 1998 were granted
under the 1994 Employee Stock Option Plan and generally become exercisable
commencing one year from the date of grant in installments of 20% per year.
(2) The Company granted options to employees to purchase a total of 1,300,000
shares during Fiscal 1998.
(3) These amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on assumed rates of stock appreciation of 5% and 10% compounded
annually from the date the respective options were granted to their
expiration date.
(4) These shares represent options for the 1999 fiscal year granted by the
Compensation Committee of the Board at its September 18, 1998 meeting.
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<PAGE>
Aggregated Option Exercises in Fiscal 1998 and 1998 Fiscal Year-End Option
Values
<TABLE>
<CAPTION>
Number of Shares
Underlying
Unexercised Value of Unexercised
Options at Fiscal In-the-Money Options
Year-End at Fiscal Year-End(1)
Shares ---------------------- ----------------------
Acquired on Exercis- Unexercis- Exercis- Unexercis-
Name Exercise Value Realized able able able able
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
C. Scott Kulicke .... -- -- 112,920 203,780 $694,222 $223,369
Morton K. Perchick .. -- -- 30,060 95,680 106,963 115,433
Moshe O. Jacobi ..... -- -- 12,480 63,080 29,415 60,675
Clifford G. Sprague . 1,606 $ 28,997 12,274 72,500 34,341 90,025
Walter E. Von Seggern -- -- 14,000 69,500 51,059 65,021
</TABLE>
- ----------
(1) In-the-money options are those where the fair market value of the
underlying shares exceeds the exercise price of the option. The closing
price of the Company's Common Shares on September 30, 1998, the end of its
1998 fiscal year, was $13.625 per share.
Pension Plan
The Company has maintained a tax-qualified defined benefit pension plan,
which covered U.S. employees who had reached age 21 and completed one year of
service. Effective December 31, 1995, benefit accruals under the Company's
pension plan were frozen. Retirement benefits under this pension plan are
determined under a formula based on length of service and average compensation
in the three consecutive calendar years during the ten year period ended
December 31, 1995, producing the highest average (subject to certain Internal
Revenue Code limits). Assuming normal retirement at age 65 and election of
payment in the form of an annuity, the named executives would receive the
following amounts under the pension plan: C. Scott Kulicke - $57,996; Morton K.
Perchick; - $29,951; Clifford G. Sprague $15,793 and Walter Von Seggern $7,374.
Prior to 1996, Moshe Jacobi, a named executive officer of the Company, was
an officer of Micro-Swiss Ltd., one of the Company's Israeli subsidiaries. Under
Israeli law, Micro-Swiss is required to make severance payments to dismissed
employees. In order to fund this severance obligation, provide pension benefits
required by a general industry collective agreement regarding comprehensive
pensions, and provide death and disability benefits to its employees,
Micro-Swiss has obtained, over time, certain insurance plans offered by Israeli
insurance companies. Each of the plans provides severance, pension and
disability benefits for covered employees in consideration of the payment of
premiums based upon the employee's monthly salary. For pension benefits,
Micro-Swiss makes a matching payment of approximately 5% of the employee's
monthly salary; for severance benefits, Micro-Swiss makes a payment of
approximately 8.3% of the employee's monthly salary; and for disability
benefits, Micro-Swiss makes a payment of approximately 2.5% of the employee's
monthly salary. The Company continued making these severance, pension and
disability premium payments on behalf of Mr. Jacobi during 1996, 1997 and 1998.
Upon retirement, participating employees like Mr. Jacobi are entitled to the
amount in their pension plan account which they may elect to receive in a
lump-sum payment or in the form of an annuity.
Termination of Employment and Change in Control Arrangements
The Company has Termination of Employment Agreements with its executive
officers which provide that in the event of certain changes in control, as
defined in the agreements, the officer who is a party to such agreement and
whose employment terminates, other than voluntarily or for cause, within 18
months after such change in control, will be entitled to termination pay equal
to the lesser of a specified number of months' target total cash compensation
(base salary plus incentives) for the year in which the change in control occurs
-14-
<PAGE>
or $10 less than the amount which would subject the officer to excise tax with
respect to such payment under Section 4999 of the Internal Revenue Code or would
make payment thereof non-deductible by the Company under Section 280G of the
Code. Such agreements were renewed by the Board of Directors in December 1997
and are all currently scheduled to expire on December 31, 2000, unless extended.
The named executive officers' Termination of Employment Agreements provide for
payment of the following number of months' target total cash compensation: Mr.
C. Scott Kulicke, 30 months; Mr. Jacobi, 18 months; Mr. Perchick, 18 months; Mr.
Sprague, 18 months; and Mr. Von Seggern 18 months.
In addition to the payments described above, Mr. Jacobi is entitled to
receive certain severance payments under the private insurance company plan
described under the heading "Pension Plan" above.
Under the Company's 1994 Employee Stock Option Plan (and under the 1998
Employee Stock Option Plan proposed in Item 3 herein), in the event of a change
in control of the Company (as defined in those plans), all outstanding options
become fully vested and exercisable. Under the Company's 1997 Non-Qualified
Stock Option Plan for Non-Employee Directors (the "1997 Director Plan"), if the
Company is a party to any merger in which it is not the surviving entity, or any
consolidation or dissolution, all outstanding options will terminate and the
optionee will receive, in cash, from the Company an amount equal to the fair
market value of the shares subject to his or her outstanding options less the
amount which would be required to exercise such options. Under the Company's
1988 Employee Stock Option Plan and 1988 Non-Qualified Stock Option Plan for
Non-Officer Directors (the "1988 Director Plan"), if the Company is a party to
any merger in which it is not the surviving entity, or any consolidation or
dissolution, all outstanding options will terminate and the optionee will
receive, in cash, from the Company an amount equal to the fair market value of
the shares subject to then exercisable options less the amount which would be
required to exercise such options. Under the Company's Officers' Deferred
Compensation Plan, on a change in control (as defined in that plan) participants
receive a lump sum payment of the value of their accounts.
Board Matters
In Fiscal 1998, the Board of Directors met six times. Five of such meetings
were regular meetings and one such meeting was a special meeting. Directors who
are not officers of the Company receive a quarterly retainer of $3,000, plus
$2,000 for each regular meeting of the Board attended and $1,000 for each
special meeting of the Board attended. Committee Chairmen also are paid an
annual retainer of $2,000, and committee members are paid $1,000 for each
committee meeting not held on the date of a Board meeting. All of the incumbent
directors, with the exception of James W. Bagley, attended at least 75% of the
Board and applicable committee meetings in Fiscal 1998.
Each member of the Board who is not also an officer or employee of the
Company is eligible to participate in the 1988 and 1997 Director Plans. Pursuant
to the 1988 Directors Plan (which terminated in 1998), options to purchase 5,000
Common Shares were automatically granted to each eligible director on the last
day of each February on which the Company's shares were publicly traded through
1998, and the 1997 Directors Plan provides for similar grants in each of the
years 1999 through 2008. The exercise price of all such options is equal to 100%
of the fair market value of the Company's Common Shares on the date of grant.
Options granted under the 1988 and 1997 Directors Plans become exercisable in
20% annual increments commencing on the first anniversary of the date they are
granted.
See also "Certain Relationships and Related Transactions" below.
The Company has standing Audit and Compensation Committees. There is no
standing Nominating Committee. The Audit Committee, comprised of Messrs.
MacDonell Roehm, Jr., Chairman, Frederick W. Kulicke, Jr. and Allison F. Page,
met twice during Fiscal 1998. The principal duties of the Audit Committee
-15-
<PAGE>
are to recommend independent public accountants for appointment by the Company;
review with the independent accountants the planned scope and results of the
annual audit and their reports and recommendations; and review with the
independent accountants matters relating to the Company's system of internal
controls. The Compensation Committee, comprised of Messrs. John A. O'Steen,
Chairman, James W. Bagley and C. William Zadel, met five times during Fiscal
1998. The principal duties of the Compensation Committee are to approve
compensation arrangements for the executive officers and senior managers of the
Company and to administer the Company's stock option plans.
Certain Relationships and Related Transactions
On October 2, 1995, the Company acquired American Fine Wire Corporation
("AFW") through the merger of a subsidiary of the Company into Circle "S"
Industries, Inc., the parent corporation of AFW ("Circle S"). Larry D. Striplin,
Jr., a director of the Company and former director of Circle S, and various
members of his family and related trusts owned slightly more than a majority of
the outstanding common stock of Circle S. In connection with the AFW
acquisition, the Company's Board agreed to elect, and on December 12, 1995 did
elect, Larry D. Striplin, Jr. as a director of the Company. Mr. Striplin
subsequently was reelected a director of the Company at its 1996 Annual Meeting
of Shareholders for a four-year term. Pursuant to the AFW acquisition, the
Company also assumed a 1990 employment and non-competition agreement between
Circle S and Mr. Striplin providing for payments to him or his estate of
$200,000 per year for five years following the date of the AFW acquisition. Mr.
Striplin's employment by Circle S and AFW terminated at the time of such
acquisition.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Company's Board of Directors, comprised
entirely of outside directors, is responsible for approving compensation
arrangements for the officers and senior managers of the Company.
The Compensation Committee seeks to achieve the following goals with the
Company's executive compensation programs: to attract and retain key executives;
to motivate and reward executives for the attainment of corporate and individual
performance objectives; and to provide executives with an opportunity to acquire
an equity interest in the Company. The Compensation Committee seeks to foster a
performance-oriented environment by tying a significant portion of each
executive's cash compensation to the achievement of objectives that are
important to the Company.
The Company's Executive Incentive Compensation Plan is currently comprised
of three principal components: base salary; cash incentive; and equity incentive
in the form of stock options granted under the Company's stock option plans.
Target Total Cash Compensation
Target total cash compensation for each executive is established based on
marketplace data. For this purpose, in Fiscal 1998 the Company utilized
principally the data for companies with sales between $200 million and $499
million as reported by nationwide participants in the Alexander & Alexander
Consulting Group/Radford Associates' 1997 Management Compensation Report.
Participants in that nationwide survey are not limited to the companies included
in the peer group established to compare shareholder returns in the performance
graph included below because the Compensation Committee believes that the
Company's competitors for executive talent are not limited to that peer group.
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<PAGE>
Base Salary and Cash Incentive
Once target total cash compensation has been established for each
executive, the total compensation is divided into a base salary portion and a
cash incentive portion. Generally, the higher the level of responsibility of the
executive within the Company, the greater the portion of that executive's target
total cash compensation that consists of the cash incentive component. At
budgeted performance levels, targeted cash incentive ranges from approximately
37.5% to 56% of targeted total cash compensation (60% to 125% of base salary)
for the named executive officers.
In Fiscal 1998, the cash incentive portion of the compensation of
participants in the Executive Incentive Compensation Plan was based upon
achievement of specified operating profit margins, return on assets and
performance goals. Based principally upon achievement of individual and business
unit performance goals, an aggregate of $572,097 was earned by and awarded to
the Company's six executive officers under the Plan.
Equity Incentive
The Company grants stock options annually to all participants in the
Executive Incentive Compensation Plan. The purpose of these grants is to give
participants a stake in the success of the Company as measured by the stock
market's assessment of the Company's performance. The number of options granted
to each participant is generally determined on the basis of a percentage of
target total cash compensation that varies depending on the participant's level
of responsibility. The extent of existing options or stock ownership is not
generally considered in granting options, except that the Company sometimes
grants an initial round of options to newly recruited executives to provide them
with some stake in the Company's success from the commencement of their
employment.
The option grants to executive officers on October 14, 1997 amounted to
approximately .37% of the Company's Common Shares outstanding on or about the
date of the grants. The option grants to executive officers for Fiscal 1999,
which occurred on September 18, 1998, amounted to approximately .93% of the
Company's Common Shares outstanding on or about the date of the grants.
Chief Executive Officer Compensation
The Compensation Committee uses the same factors in determining the
compensation of the Chief Executive Officer as it does for the other
participants in the Executive Incentive Compensation Plan. Following an analysis
of marketplace data and a subjective assessment of the Chief Executive Officer's
performance, the Compensation Committee approved an increase in the annual base
salary of the Chief Executive Officer from $330,000 to $370,000 for Fiscal 1998.
As in the case of the other participants in the Executive Incentive Compensation
Plan, the Chief Executive Officer received a cash incentive payment for Fiscal
1998, which amounted to $112,665 based on the considerations described in "Base
Salary and Cash Incentive" above.
The Compensation Committee is mindful of the potential impact upon the
Company of Section 162(m) of the Internal Revenue Code, which prohibits public
companies from deducting certain executive remuneration in excess of $1,000,000.
While reserving the right of the Company to offer such compensation arrangements
as may be from time-to-time necessary to attract and retain top-quality
management, the Compensation Committee intends generally to structure such
arrangements, where feasible, so as to minimize or eliminate the impact of the
limitations of Section 162(m) of the Code.
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<PAGE>
THE COMPENSATION COMMITTEE
JOHN A. O'STEEN, CHAIRMAN
JAMES W. BAGLEY
C. WILLIAM ZADEL
Performance Graph
The graph set forth below compares, for Fiscal 1994 through Fiscal 1998,
the yearly change in the cumulative total returns to holders of Common Shares of
the Company with the cumulative total return of a peer group selected by the
Company and of the NASDAQ Stock Market-US Index. The peer companies are all
among the top 25 semiconductor capital equipment suppliers in the world and were
selected by the Company based principally on nature of business, revenues,
employee base, technology base, market share, customer and customer
relationships. The peer group is composed of Advanced Semiconductor Materials
International N.V., Applied Materials, Inc., BTU International, Inc., Electro
Scientific Industries, Inc., FSI International, Inc., Genus, Inc., KLA - Tencor
Corp., Lam Research Corp., LTX Corp., Novellus Systems, Inc., Silicon Valley
Group, Inc., Teradyne Inc. and Varian Associates, Inc. The graph assumes that
the value of the investment in the relevant stock or index was $100 at September
30, 1993 and that all dividends were reinvested. Total returns are calculated
based on a fiscal year ending September 30. For purposes of the peer group
index, the peer group companies have been weighted based upon their relative
market capitalization. The closing market price of the Company's Common Shares
as of September 30, 1998 was $13.625. The closing market price of such shares on
December 15, 1998 was $17.625.
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<PAGE>
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN(*)
AMONG KULICKE & SOFFA INDUSTRIES, INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND A PEER GROUP
[OBJECT OMITTED]
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE CHART IN THE PRINTED MATERIAL.]
<TABLE>
<CAPTION>
Sept. 30 Sept. 30 Sept. 30 Sept. 30 Sept. 30 Sept. 30
1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C>
KULICKE & SOFFA INDUSTRIES, INC. $100.00 $ 56.52 $253.91 $ 79.13 $322.17 $ 94.78
PEER GROUP 100.00 130.32 265.67 145.04 405.16 179.09
NASDAQ STOCK MARKET (U.S.) 100.00 100.83 139.28 165.24 226.81 231.84
</TABLE>
(*) $100 invested on 9/30/93 in stock or index - including reinvestment of
dividends. Fiscal year ending September 30.
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<PAGE>
SHAREHOLDER PROPOSALS
Proposals which shareholders desire to have included in the Company's proxy
statement for the Annual Meeting in 2000 pursuant to Securities Exchange Act
Regulation 14a-8 must be addressed to the Secretary of the Company and received
by the Company on or before September 2, 1999.
OTHER MATTERS
The cost of soliciting proxies will be borne by the Company. The Company
has retained Corporate Investor Communications, Inc., to solicit proxies for a
fee of $7,500 plus reimbursement of reasonable expenses. Proxies may also be
solicited by certain officers and regular employees of the Company personally or
by written communication, telephone, telegraph or other means, for which they
will receive no compensation in addition to their normal compensation.
Arrangements may also be made with brokerage houses and other custodians,
nominees and fiduciaries for the forwarding of solicitation material to the
beneficial owners of stock held of record by such persons, and the Company may
reimburse them for their reasonable out-of-pocket and clerical expenses.
Although the Company knows of no items of business which will be presented
at the Annual Meeting other than those described herein, proxies in the
accompanying form will confer discretionary authority to the proxy agents with
respect to any other matters which may come before the meeting to the extent
permitted by the applicable rules of the Securities Exchange Commission. In this
regard, the Company intends to avail itself of the provisions of Rule
14a-4(c)(i) which grants the proxy agents discretionary authority to vote on any
shareholder proposals presented at the meeting of which the Company has not
received notice at least 45 days before the anniversary of the date on which the
Company first mailed its proxy materials for last year's Annual Meeting. The
Company received no notice of any shareholder proposal by such anniversary date
(i.e. November 22, 1998).
The Company, upon request, will furnish to record and beneficial holders of
its Common Stock, free of charge, a copy of its Annual Report on Form 10-K
(including financial statements and schedules but without exhibits) for fiscal
1998. Copies of exhibits to the Form 10-K also will be furnished upon request
and the payment of a fee of $.50 per page. All requests should be directed to
the Investor Relations Department of the Company at the offices of the Company
set forth on page 1 of this proxy statement.
In addition, electronic copies of the Company's fiscal 1998 Annual Report,
Form 10-K and proxy statement will be available on the Company's website at
www.kns.com/ir/proxy/proxy.htm after the reports are mailed to shareholders in
early January 1999.
By Order of the Board of Directors
SUSAN WATERS
Secretary
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APPENDIX A
KULICKE AND SOFFA INDUSTRIES, INC.
1998 EMPLOYEE INCENTIVE STOCK OPTION
AND NON-QUALIFIED STOCK OPTION PLAN
(Effective November 11, 1998)
SECTION 1
Purpose
This KULICKE AND SOFFA INDUSTRIES, INC. 1998 EMPLOYEE STOCK OPTION PLAN
("Plan") is intended to provide a means whereby KULICKE AND SOFFA INDUSTRIES,
INC. ("Company") and any Subsidiary (as hereinafter defined) may, through the
grant of incentive stock options and non-qualified stock options (collectively,
"Options") to officers and other Key Employees (as defined in Section 3),
attract and retain such Key Employees and motivate such Key Employees to
exercise their best efforts on behalf of the Company and of any Subsidiary.
As used in the Plan, the term "incentive stock options" ("ISOs") means
Options which qualify as incentive stock options within the meaning of section
422 of the Internal Revenue Code of 1986, as amended ("Code"), at the time they
are granted and which are either designated as ISOs in the Grant Letters (as
hereinafter defined) covering such Options or which are designated as ISOs by
the Committee (as defined in Section 2 hereof) at the time of grant. The term
"non-qualified stock options" ("NQSOs") means all other Options granted under
the Plan. The term "Subsidiary" means any corporation (whether or not in
existence at the time the Plan is adopted) which, at the time an Option is
granted, is a subsidiary of the Company under the definition of "subsidiary
corporation" contained in section 424(f) of the Code. With respect to NQSOs, the
term Subsidiary shall also mean any trade or business (whether or not
incorporated and whether or not in existence at the time the Plan is adopted) in
which, at the time the NQSO is granted, the Company owns a more than 50% equity
interest.
SECTION 2
Administration
The Plan shall be administered by the Company's Compensation Committee
("Committee"), which shall consist solely of not fewer than two (2)
"non-employee directors" (within the meaning of Rule 16b-3(b)(3) under the
Securities Exchange Act of 1934, or any successor thereto) of the Company who
are also "outside directors" (within the meaning of Treas. Reg.
ss.1.162-27(e)(3), or any successor thereto), who shall be appointed by, and
shall serve at the pleasure of, the Company's Board of Directors ("Board"). Each
member of such Committee, while serving as such, shall be deemed to be acting in
his or her capacity as a director of the Company.
The Committee shall have full and final authority in its absolute
discretion, subject to the terms of the Plan, to select the persons to be
granted ISOs and NQSOs under the Plan, to grant Options on behalf of the
Company, and to set the date of grant and the other terms of such Options. The
Committee may correct any defect, supply any omission and reconcile any
inconsistency in the Plan and in any Option granted hereunder in the manner and
to the extent it shall deem desirable. The Committee also shall have the
authority to establish such rules and regulations, not inconsistent with the
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provisions of the Plan, for the proper administration of the Plan, and to amend,
modify or rescind any such rules and regulations, and to make such
determinations and interpretations under, or in connection with, the Plan, as it
deems necessary or advisable. All such rules, regulations, determinations and
interpretations shall be binding and conclusive upon the Company, its
shareholders and all officers and employees and former officers and employees,
and upon their respective legal representatives, beneficiaries, successors and
assigns and upon all other persons claiming under or through any of them.
No member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Option granted
hereunder.
SECTION 3
Eligibility
The class of employees who shall be eligible to receive Options under the
Plan shall be the Key Employees (including any directors who also are Key
Employees) of the Company and/or of a Subsidiary. Key Employees of the Company
and/or of a Subsidiary which is a "subsidiary corporation" (within the meaning
of section 424(f) of the Code) of the Company shall be eligible to receive ISOs
and/or NQSOs. Key Employees of a Subsidiary which is not a "subsidiary
corporation" (within the meaning of section 424(f) of the Code) shall be
eligible to receive NQSOs only. A "Key Employee" is an officer or other employee
who occupies a responsible executive, professional, managerial or administrative
position and who the Committee believes has the capacity to contribute to the
long-term success of the Company and its Subsidiaries. More than one Option may
be granted to a Key Employee under the Plan.
SECTION 4
Stock
The number of shares of common stock of the Company, no par value ("Common
Shares"), that may be subject to Options under the Plan shall be 2,000,000
shares, subject to adjustment as hereinafter provided. Shares issuable under the
Plan may be authorized but unissued shares or reacquired shares, as the Company
may determine from time to time. Any Common Shares subject to an Option which
expires or otherwise terminates for any reason whatever (including, without
limitation, the Key Employee's surrender thereof) without having been exercised
shall continue to be available for the granting of Options under the Plan.
Notwithstanding anything in this Plan to the contrary, no Key Employee
shall receive Options for more than 600,000 Common Shares under the Plan. If an
Option is cancelled, the Common Shares covered by the cancelled Option shall be
counted against such maximum number of shares for which Options may be granted
to a single Key Employee. If the exercise price of an Option is reduced after
the date of grant, the transaction shall be treated as a cancellation of the
original Option and the grant of a new Option for purposes of counting the
maximum number of shares for which Options may be granted to a single Key
Employee.
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SECTION 5
Annual Limit
(a) ISOs. The aggregate Fair Market Value (determined as of the date the
ISO is granted) of the Common Shares with respect to which ISOs become
exercisable for the first time by a Key Employee during any calendar year (under
this Plan and any other ISO plan of the Company, of any parent corporation
(within the meaning of section 424(e) of the Code ("Parent")), or of any
subsidiary corporation (within the meaning of section 424(f) of the Code) shall
not exceed $100,000. The term "Fair Market Value" shall mean the value of the
Common Shares arrived at by a good faith determination of the Committee and
shall be:
(1) The quoted closing price, if there is a market for and there
are sales of Common Shares on a registered securities exchange or in
an over the counter market, on the date specified;
(2) The weighted average of the quoted closing prices on the
nearest date before and the nearest date after the specified date, if
there are no sales of Common Shares on the specified date but there
are such sales on dates within a reasonable period both before and
after the specified date;
(3) The mean between the bid and asked prices, as reported by the
National Quotation Bureau on the specified date, if actual sales are
not available during a reasonable period beginning before and ending
after the specified date; or
(4) Such other method of determining Fair Market Value as shall
be authorized by the Code, or the rules or regulations thereunder, and
adopted by the Committee.
Where the Fair Market Value of Common Shares is determined under (2) above,
the average of the closing prices on the nearest sales date before and the
nearest date after the specified date shall be weighted inversely by the
respective numbers of trading days between the dates of reported sales and the
specified date (i.e., the valuation date), in accordance with Treasury
Regulation ss. 20.2031-2(b)(1), or any successor thereto, under the Code.
(b) Options Over Annual Limit. If an Option intended as an ISO is granted
to a Key Employee and such Option may not be treated in whole or in part as an
ISO pursuant to the limitation in (a) above, such Option shall be treated as an
ISO to the extent it may be so treated under such limitation and as an NQSO as
to the remainder. For purposes of determining whether an ISO would cause such
limitation to be exceeded, ISOs shall be taken into account in the order
granted.
(c) NQSOs. The annual limit set forth above for ISOs shall not apply to
NQSOs.
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SECTION 6
Options
(a) Granting of Options. From time to time until the expiration or earlier
suspension or discontinuance of the Plan, the Committee may, on behalf of the
Company, grant to Key Employees under the Plan such Options as it determines are
warranted, subject to the limitations of the Plan; provided, however, that
grants of ISOs and NQSOs shall be separate and not in tandem (i.e., a Key
Employee's exercise of an ISO shall not affect his or her right to exercise an
NQSO, and vice versa). The granting of an Option under the Plan shall not be
deemed either to entitle the Key Employee to, or to disqualify the Key Employee
from, any participation in any other grant of Options under the Plan. In making
any determination as to whether a Key Employee shall be granted an Option and as
to the number of shares to be covered by such Option, the Committee shall take
into account the duties of the Key Employee, the Committee's views as to his or
her present and potential contributions to the success of the Company or a
Subsidiary, and such other factors as the Committee shall deem relevant in
accomplishing the purposes of the Plan. Moreover, the Committee may determine
that the Grant Letter (as defined below) shall provide that said Option may be
exercised only if certain conditions, as determined by the Committee, are
fulfilled.
(b) Terms and Conditions of Options. The Options granted pursuant to the
Plan shall specify whether they are ISOs or NQSOs; however, if the Option is not
designated in the Grant Letter as an ISO or NQSO, the Option shall constitute an
ISO if it complies with the terms of section 422 of the Code, and otherwise, it
shall constitute an NQSO. In addition, the Options granted pursuant to the Plan
shall include expressly or by reference the following terms and conditions, as
well as such other provisions not inconsistent with the provisions of this Plan
as the Committee shall deem desirable, and for ISOs granted under this Plan, the
provisions of section 422(b) of the Code:
(1) Number of Shares. A statement of the number of Common Shares to
which the Option pertains.
(2) Price. A statement of the Option exercise price, which shall be
determined and fixed by the Committee in its discretion at the time of
grant, but shall not be less than 100% (110% in the case of an ISO granted
to a more than 10% shareholder as provided in Subsection (10) below) of the
Fair Market Value of the optioned Common Shares on the date the Option is
granted.
(3) Term.
(A) ISOs. Subject to earlier termination as provided in
Subsections (5) through (8) below, the term of each ISO shall be not
more than 10 years (5 years in the case of a more than 10% shareholder
as provided in Subsection (10) below) from the date of grant.
(B) NQSOs. Subject to earlier termination as provided in
Subsections (5) through (8) below, the term of each NQSO shall be not
more than 10 years from the date of grant.
(4) Exercise.
(A) General. Options shall be exercisable in such installments
and on such dates, commencing not less than 12 months from the date of
grant, as the Committee may specify, provided that:
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(i) In the case of new Options granted to a Key Employee in
replacement for options (whether granted under this Plan or
otherwise) held by the Key Employee, the new Options may be made
exercisable, if so determined by the Committee, in its
discretion, at the earliest date the replaced options were
exercisable; and
(ii) The Committee may accelerate the exercise date of any
outstanding Options in its discretion, if it deems such
acceleration to be desirable.
Any Common Shares the right to the purchase of which has accrued under an
Option may be purchased at any time up to the expiration or termination of the
Option. Exercisable Options may be exercised, in whole or in part, from time to
time by giving written notice of exercise to the Company at its principal
office, specifying the number of Common Shares to be purchased and accompanied
by payment in full of the aggregate Option exercise price for such shares.
Options may not be exercised in installments of less than 25 shares, unless such
Option is exhausted upon its exercise. Only full shares shall be issued under
the Plan, and any fractional share which might otherwise be issuable upon the
exercise of an Option granted hereunder shall be forfeited.
(B) Manner of Payment. The Option price shall be payable:
(i) In cash or its equivalent;
(ii) In the case of an ISO, if the Committee, in its discretion,
causes the Grant Letter so to provide and in the case of an NQSO if the
Committee, in its discretion, so determines at or prior to the time of
exercise, in Common Shares previously acquired by the Key Employee,
provided that if such shares were acquired through the exercise of an ISO
granted under this Plan or any other plan of the Company and are used to
pay the Option exercise price of an ISO, such shares have been held by the
Key Employee for a period of not less than the holding period described in
section 422(a)(1) of the Code on the date of exercise, or if such Common
Shares were acquired through exercise of an NQSO or ISO granted under this
Plan or any other plan of the Company and are used to pay the Option
exercise price of an NQSO, such shares have been held by the Key Employee
for a period of more than 12 months on the date of exercise; or
(iii) In the discretion of the Committee, in any combination of (i)
and (ii) above.
In the event such Option exercise price is paid, in whole or in part, with
Common Shares, the portion of the Option exercise price so paid shall equal the
Fair Market Value on the date of exercise of the Option of the Common Shares
surrendered in payment of such Option exercise price.
(5) Termination of Employment. If a Key Employee's employment by the
Company (and Subsidiaries) is terminated by either party prior to the expiration
date fixed for his or her Option for any reason other than death, disability,
Retirement or Cause (as hereinafter defined), such Option may be exercised, to
the extent of the number of shares with respect to which the Key Employee could
have exercised it on the date of such termination, or to any greater extent
permitted by the Committee, by the Key Employee at any time prior to the earlier
of:
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(A) The expiration date specified in such Option; or
(B) Three months after the date of such termination of employment.
If a Key Employee's employment by the Company (and Subsidiaries) is
terminated for Cause, all Options held by the Key Employee shall terminate
concurrently with receipt by the Optionee of oral or written notice that his or
her employment has been terminated. For purposes of this Plan, termination for
Cause shall include termination by reason of any dishonest or illegal act, or
any willful refusal or failure to perform duties properly assigned.
(6) Exercise upon Retirement of Key Employee. If a Key Employee's
employment is terminated prior to the expiration date fixed for his or her
Option by reason of Retirement (as hereinafter defined), such Option shall
accelerate and may be exercised, to the extent it remains unexercised on the
date of such Retirement, by the Key Employee at any time prior to the earlier
of:
(A) The expiration date specified in such Option; or
(B) One year after the date of such Retirement.
For purposes of this Plan, Retirement shall mean a Key Employee's
retirement from the Company and its Subsidiaries at or after age 65, or before
age 65 if expressly agreed to by the Company.
(7) Exercise upon Disability of Key Employee. If a Key Employee shall
become disabled (within the meaning of section 22(e)(3) of the Code) during his
or her employment and, prior to the expiration date fixed for his or her Option,
his or her employment is terminated as a consequence of such disability, such
Option shall accelerate and may be exercised, to the extent it remains
unexercised on the date of such termination, by the Key Employee at any time
prior to the earlier of:
(A) The expiration date specified in such Option; or
(B) One year after the date of such termination of employment.
In the event of the Key Employee's legal disability, such Option may be so
exercised by the Key Employee's legal representative.
(8) Exercise upon Death of Key Employee. If a Key Employee shall die during
his or her employment and prior to the expiration date fixed for his or her
Option, or if a Key Employee whose employment is terminated for any reason shall
die following his or her termination of employment but prior to the earliest of:
(A) The expiration date fixed for his or her Option;
(B) The expiration of the period determined under Subsections (5), (6)
(if applicable), and (7) above; or
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(C) In the case of an ISO which is to remain an ISO, three months
following termination of employment;
his or her Option shall accelerate and may be exercised, to the extent it
remains unexercised on the date of his or her death, by the Key Employee's
estate, personal representative or beneficiary who acquired the right to
exercise such Option by bequest or inheritance or by reason of the death of the
Key Employee, at any time prior to the earlier of:
(i) The expiration date specified in such Option; or
(ii) One year after the date of death.
(9) Rights as a Shareholder. A Key Employee shall have no rights as a
shareholder with respect to any shares covered by his or her Option until the
issuance of a stock certificate to him or her for such shares.
(10) Ten Percent Shareholder. If the Key Employee owns more than 10% of the
total combined voting power of all shares of stock of the Company or of a
Subsidiary or Parent at the time an ISO is granted to such Key Employee, the
Option exercise price for the ISO shall be not less than 110% of the Fair Market
Value of the optioned Common Shares on the date the ISO is granted, and such
ISO, by its terms, shall not be exercisable after the expiration of five years
after the date the ISO is granted. The conditions set forth in this Subsection
(10) shall not apply to NQSOs.
(c) Grant Letters. Options granted under the Plan shall be evidenced by
written documents ("Grant Letters") in such form as the Committee shall, from
time to time, approve, which Grant Letters shall contain such provisions, not
inconsistent with the provisions of the Plan, for NQSOs granted pursuant to the
Plan, and such conditions, not inconsistent with section 422(b) of the Code or
the provisions of the Plan, for ISOs granted pursuant to the Plan, as the
Committee shall deem advisable, and which Grant Letters shall specify whether
the Option is an ISO or NQSO; provided, however, if the Option is not designated
in the Grant Letter as an ISO or NQSO, the Option shall constitute an ISO if it
complies with the terms of section 422 of the Code, and otherwise, it shall
constitute an NQSO. Each Key Employee shall be bound by the terms of the Grant
Letter.
SECTION 7
Capital Adjustments
The number of shares which may be issued under the Plan, the maximum number
of shares with respect to which Options may be granted to any Key Employee under
the Plan, both as stated in Section 4 hereof, and the number of shares issuable
upon exercise of outstanding Options under the Plan (as well as the Option
exercise price per share under such outstanding Options) shall, subject to the
provisions of section 424(a) of the Code, be adjusted, as may be deemed
appropriate by the Committee, to reflect any stock dividend, stock split, share
combination, or similar change in the capitalization of the Company.
In the event of a corporate transaction (as that term is described in
section 424(a) of the Code and the Treasury Regulations issued thereunder as,
for example, a merger, consolidation, acquisition of
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property or stock, separation, reorganization, or liquidation), each outstanding
Option shall be assumed by the surviving or successor corporation; provided,
however, that in the event of a proposed corporate transaction, the Committee
may terminate all or a portion of the outstanding Options if it determines that
such termination is in the best interests of the Company. If the Committee
decides to terminate outstanding Options, the Committee shall give each Key
Employee holding an Option to be terminated not less than ten days' notice prior
to any such termination by reason of such a corporate transaction, and any such
Option which is to be so terminated shall become fully exercisable and may be
exercised up to, and including the date immediately preceding such termination.
The Committee also may, in its discretion, change the terms of any
outstanding Option to reflect any such corporate transaction, provided that, in
the case of ISOs which are to remain ISOs, such change is excluded from the
definition of a "modification" under section 424(h) of the Code unless the
Option holder consents to such change.
SECTION 8
Change in Control
All Options shall become fully vested and exercisable upon a Change in
Control of the Company. "Change in Control" shall mean any of the following
events:
(a) An acquisition (other than directly from the Company) of any voting
securities of the Company ("Voting Securities") by any "Person" (as such term is
used for purposes of section 13(d) or 14(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act")) immediately after which such Person has
"Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the
1934 Act) of 50% or more of the combined voting power of all then outstanding
Voting Securities, provided, however, that any such acquisition approved by
two-thirds of the Incumbent Board (as hereinafter defined) shall not be deemed
to be a Change in Control;
(b) The individuals who, as of November 11, 1998, are members of the
Company's Board of Directors (the "Incumbent Board") cease for any reason to
constitute at least two-thirds of the Board of Directors; provided, however,
that if the election, or nomination for election by the shareholders, of any new
director was approved by a vote of at least two-thirds of the members of the
Board of Directors who constitute Incumbent Board members, such new directors
shall for all purposes be considered as members of the Incumbent Board as of
November 11, 1998; provided further, however, that no individual shall be
considered a member of the Incumbent Board if such individual initially assumed
office as a result of either an actual or threatened "Election Contest" (as
described in Rule 14a-11 promulgated under the 1934 Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board of Directors (a "Proxy Contest") including by reason of any
agreement intended to avoid or settle any Election Contest or Proxy Contest;
(c) Approval by shareholders of the Company of (1) a merger or
consolidation involving the Company if the shareholders of the Company
immediately before such merger or consolidation do not own, directly or
indirectly, immediately following such merger or consolidation more than 50% of
the combined voting power of the outstanding Voting Securities of the
corporation resulting from such merger or consolidation in substantially the
same proportion as their ownership of the Voting Securities immediately before
such merger or consolidation or (2) a complete liquidation or dissolution of the
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Company or an agreement for the sale or other disposition of all or
substantially all of the assets of the Company; or
(d) Acceptance of shareholders of the Company of shares in a share exchange
if the shareholders of the Company immediately before such share exchange do not
own, directly or indirectly, immediately following such share exchange more than
50% of the combined voting power of the outstanding Voting Securities of the
corporation resulting from such share exchange in substantially the same
proportion as their ownership of the Voting Securities outstanding immediately
before such share exchange.
SECTION 9
Amendment or Discontinuance of the Plan
At any time and from time to time, the Board may suspend or terminate the
Plan or amend it, and the Committee may amend any outstanding Options, in any
respect whatsoever, except that the following amendments shall require the
approval by the affirmative votes of holders of at least a majority of the
shares present, or represented, and entitled to vote at a duly held meeting of
shareholders of the Company:
(a) With respect to ISOs, any amendment which would:
(1) Change the class of employees eligible to participate in the Plan;
(2) Except as permitted under Section 7 hereof, increase the maximum
number of Common Shares with respect to which ISOs may be granted under the
Plan; or
(3) Extend the duration of the Plan under Section 10 hereof with
respect to any ISOs granted hereunder; and
(b) Any amendment which would require shareholder approval pursuant to
Treasury Regulation ss. 1.162-27(e)(4)(vi), or any successor thereto.
Notwithstanding the foregoing, no such suspension, discontinuance or
amendment shall materially impair the rights of any holder of an outstanding
Option without the consent of such holder.
SECTION 10
Termination of Plan
Unless earlier terminated as provided in the Plan, the Plan and all
authority granted hereunder shall terminate absolutely at 12:00 midnight on
November 10, 2008, which date is within ten years after the date the Plan was
adopted by the Board, and no Options hereunder shall be granted thereafter.
Nothing contained in this Section 10, however, shall terminate or affect the
continued existence of rights created under Options issued hereunder and
outstanding on November 10, 2008 which by their terms extend beyond such date.
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SECTION 11
Effective Date
This Plan became effective on November 11, 1998 (the date the Plan was
adopted by the Board); provided, however, that if the Plan is not approved by
the shareholders in the manner described in Section 9 within 12 months after
such date, the Plan and all Options granted hereunder shall be null and void.
SECTION 12
Miscellaneous
(a) Governing Law. The Plan and the Grant Letters entered into, and the
Options granted thereunder, shall be governed by the applicable Code provisions
to the maximum extent possible. Otherwise, the operation of, and the rights of
Key Employees under, the Plan, the Grant Letters, and the Options shall be
governed by applicable federal law and otherwise by the laws of the Commonwealth
of Pennsylvania.
(b) Rights. Neither the adoption of the Plan nor any action of the Board or
the Committee shall be deemed to give any individual any right to be granted an
Option, or any other right hereunder, unless and until the Committee shall have
granted such individual an Option, and then his or her rights shall be only such
as are provided by this Plan and the Grant Letter.
Any Option under the Plan shall not entitle the holder thereof to any
rights as a shareholder of the Company prior to the exercise of such Option and
the issuance of the shares pursuant thereto. Further, notwithstanding any
provisions of the Plan or any Grant Letter with a Key Employee, the Company
shall have the right, in its discretion, to retire a Key Employee at any time
pursuant to its retirement rules or otherwise to terminate his or her employment
at any time for any reason whatsoever.
(c) No Obligation to Exercise Option. The granting of an Option shall
impose no obligation upon a Key Employee to exercise such Option.
(d) Non-Transferability. No Option which is to remain an ISO and, except as
otherwise provided by the Committee, no other Option shall be assignable or
transferable by the Key Employee otherwise than by will or by the laws of
descent and distribution, and subject to the preceding clause, during the
lifetime of the Key Employee, any Options shall be exercisable only by him or
her or by his or her guardian or legal representative. If a Key Employee is
married at the time of exercise of an Option and if the Key Employee so requests
at the time of exercise, the certificate or certificates issued shall be
registered in the name of the Key Employee and the Key Employee's spouse,
jointly, with right of survivorship.
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(e) Withholding and Use of Shares to Satisfy Tax Obligations. The
obligation of the Company to deliver Common Shares to a Key Employee pursuant to
any Option under the Plan shall be subject to applicable federal, state and
local tax withholding requirements.
In order to satisfy the withholding requirements of applicable federal tax
laws, the Committee, in its discretion (and subject to such withholding rules
("Withholding Rules") as shall be adopted by the Committee), may permit the Key
Employee to satisfy the minimum required federal withholding tax, in whole or in
part, by electing to have the Company withhold (or by returning to the Company)
Common Shares, which shares shall be valued, for this purpose, at their Fair
Market Value on the date of exercise of the Option (or if later, the date on
which the Key Employee recognizes ordinary income with respect to such exercise)
("Determination Date"). An election to use Common Shares to satisfy tax
withholding requirements must be made in compliance with and subject to the
Withholding Rules. The Company may not withhold shares in excess of the number
necessary to satisfy the minimum required federal income tax withholding
requirements. In the event Common Shares acquired under the exercise of an ISO,
granted under this Plan or any other plan of the Company, are used to satisfy
such withholding requirement, such Common Shares must have been held by the Key
Employee for a period of not less than the holding period described in section
422(a)(1) of the Code on the Determination Date, or if such Common Shares were
acquired through exercise of an NQSO, granted under the Plan or any other plan
of the Company, such option must have been granted to the Key Employee at least
six (6) months prior to the Determination Date.
(f) Listing and Registration of Shares. Each Option shall be subject to the
requirement that, if at any time the Committee shall determine, in its
discretion, that the listing, registration or qualification of the shares
covered thereby upon any securities exchange or under any state or federal law,
or the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the granting of such Option
or the purchase or vesting of shares thereunder, or that action by the Company
or by the Key Employee should be taken in order to obtain an exemption from any
such requirement, no such Option may be exercised, in whole or in part, unless
and until such listing, registration, qualification, consent, approval, or
action shall have been effected, obtained, or taken under conditions acceptable
to the Committee. Without limiting the generality of the foregoing, each Key
Employee or his or her legal representative or beneficiary may also be required
to give satisfactory assurance that shares purchased upon exercise of an Option
are being purchased for investment and not with a view to distribution, and
certificates representing such shares may be legended accordingly.
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Appendix
KULICKE AND SOFFA INDUSTRIES, INC.
This Proxy Is Solicited On Behalf Of The Board Of Directors
The undersigned, revoking all prior proxies, hereby appoints C. Scott
Kulicke and Clifford G. Sprague, or either of them, with full power of
substitution, as the undersigned's proxies to vote at the Annual Meeting of
Shareholders of Kulicke and Soffa Industries, Inc. (the "Company") called for
February 9, 1999 and any adjournment thereof.
[x] Please mark your votes as in this example.
1. ELECTION OF For All Withhold Nominees James W. Bagley
DIRECTORS Nominees Authority C. Scott Kulicke
Listed To Vote For
All Nominees
Listed
(INSTRUCTION: To [_] [_]
withhold authority
to vote for any
individual nominee,
write that nominee's
name in the space
provided below)
By signing this
Proxy, authority is
given to cumulate
votes in the
discretion of
Proxies for less
than all nominees
listed.
2. Amendment to the For Against Abstain
Articles of [_] [_] [_]
Incorporation
providing that
Subchapter E of the
Pennsylvania
Business Corp. Law
shall not apply to
the Company.
3. Approval of the For Against Abstain
1998 Employee Stock [_] [_] [_]
Option Plan.
4. Appointment of For Against Abstain
PricewaterhouseCoopers [_] [_] [_]
LLP as independent
public accountants
for the Company for
the year ending
September 30, 1999.
5. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
You are urged to follow the voting instructions so that you may be sure that
your shares will be voted.
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSALS 2, 3 AND 4.
YOUR VOTE IS IMPORTANT TO US. PLEASE FOLLOW THE INSTRUCTIONS ACCOMPANYING THIS
CARD TO BE SURE YOUR SHARE WILL BE VOTED.
- ------------------------
Signature of Shareholder
- ------------------------
Signature of Shareholder
Date _____________ 1999
Note: Please sign exactly as your name appears hereon. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign full corporate name by President or other authorized
officer. If a partnership, please sign in the partnership name by authorized
person.
