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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT [ ] FILED BY A PARTY OTHER THAN THE REGISTRANT [X]
- --------------------------------------------------------------------------------
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Spire Corporation
(Name of Registrant as Specified In Its Charter)
Spire Corporation
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[ ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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SPIRE CORPORATION
ONE PATRIOTS PARK
BEDFORD, MASSACHUSETTS 01730-2396
NOTICE OF SPECIAL MEETING IN LIEU OF
1997 ANNUAL MEETING OF STOCKHOLDERS
The 1997 Special Meeting in Lieu of Annual Meeting of Stockholders
("Meeting") of Spire Corporation ("Company") will be held at Spire Corporation,
One Patriots Park, Bedford, Massachusetts, on May 22, 1997, at 10:00 a.m., to
consider and act upon the following matters:
1. To fix the number of directors at seven and to elect six directors to
serve for the ensuing year, leaving one vacancy;
2. To approve an amendment to the Articles of Organization to increase the
authorized Common Stock from 6,000,000 shares to 20,000,000 shares;
3. To adopt the 1996 Equity Incentive Plan;
4. To approve a proposal to restructure the Company; and
5. To transact such other business as may properly come before the Meeting
or any adjournment or adjournments of the Meeting.
Stockholders of record at the close of business on April 10, 1997, are
entitled to receive notice of and to vote at the Meeting.
All stockholders are cordially invited to attend the Meeting.
If the action proposed in Proposal Number Four is approved by the
stockholders at the Meeting and effected by the Company, any stockholder (1) who
files with the Company, before the taking of the vote on the approval of such
action, written objection to the proposed action stating that he intends to
demand payment of his shares if the action is taken and (2) whose shares are not
voted in favor of such action has or may have the right to demand in writing
from the Company, within twenty days after the date of mailing to him of notice
in writing that the corporate action has become effective, payment of his shares
and an appraisal of the value thereof. The Company and any such stockholder
shall in such case have the rights and duties and shall follow the procedures
set forth in Sections 86 to 98, inclusive of Chapter 156B of the General Laws of
Massachusetts. See Proposal Number Four -- "Dissenting Stockholders."
By Order of the Board of Directors,
/s/ Richard S. Gregorio
RICHARD S. GREGORIO, Clerk
April 14, 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, AND
SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN
ORDER TO ASSURE THAT YOUR SHARES ARE REPRESENTED AND VOTED AT THE MEETING. NO
POSTAGE IS REQUIRED IF THE PROXY CARD IS MAILED IN THE UNITED STATES.
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SPIRE CORPORATION
ONE PATRIOTS PARK
BEDFORD, MASSACHUSETTS 01730-2396
PROXY STATEMENT FOR 1997 SPECIAL MEETING IN LIEU OF
ANNUAL MEETING OF STOCKHOLDERS
MAY 22, 1997
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors ("Board") of Spire Corporation ("Company") for
use at the Special Meeting in Lieu of 1997 Annual Meeting of Stockholders
("Meeting") to be held on May 22, 1997, and at any adjournments thereof.
This Proxy Statement and the accompanying Proxy Card and Annual Report are
being mailed to stockholders on or about April 14, 1997.
PROPOSAL NUMBER ONE
ELECTION OF DIRECTORS
The By-Laws of the Company provide that there shall be not less than three
directors, with the exact number to be fixed by the stockholders at the Meeting.
The Board of Directors has recommended that the number of directors be fixed at
seven and has nominated the following six persons for election as directors of
the Company ("Directors"), leaving one vacancy: A. John Gale, Carl N. Graf, Udo
Henseler, Roger G. Little, Roger W. Redmond, and John A. Tarello. Each Director
will be elected to hold office until the next Annual Meeting of Stockholders and
until a successor is duly elected and qualified.
Unless otherwise instructed, the persons named in the proxy will vote to
fix the number of Directors at seven and to elect the six nominees named above
as Directors, leaving one vacancy. Although the Board does not contemplate that
any of the nominees will be unavailable to serve as a Director, should any
unexpected vacancies occur, the enclosed proxy will be voted for such
substituted nominees, if any, as may be designated by the Board. In no event
will the proxy be voted for more than six Directors.
The Company's By-Laws provide that the vacancy on the Board may be filled
by majority vote of the elected Directors. No individual has been identified or
nominated for that vacancy as of the date of this Proxy Statement.
The following information summarizes the recent business experience and
qualifications of each nominee for Director:
A. JOHN GALE, 82, was President of Ion Optics, Incorporated, of Stoneham,
Massachusetts, a high technology materials processing firm, until his retirement
in 1994. He now consults for Ion Optics, Incorporated. Mr. Gale has been a
Director of the Company since 1969 and was Chairman of the Board of Directors of
the Company from 1969 to 1983.
CARL N. GRAF, 70, was President and Chief Operating Officer of W.R. Grace &
Co., New York, New York, a manufacturer of chemical products, from 1981 until
his retirement in 1987. He is now an investment and industrial management
consultant. Mr. Graf serves as a Director of LeaRonal, Inc. He was elected a
Director of the Company in 1987.
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UDO HENSELER, PH.D., 57, is Vice President and Chief Financial Officer of
Qualicon Corporation, a DuPont Company, Wilmington, Delaware. Qualicon is a
manufacturer of analytical instruments for testing of biologically-derived
products. He is the Owner of MSI Management Services International, a financial
and business advisory firm, and was until 1996 Senior Vice President, Chief
Financial Officer and a Director of Andrx Corporation, Fort Lauderdale, Florida,
a pharmaceutical company. From 1986 until 1992, he was Vice President, Chief
Financial Officer and Chair of the Executive Committee of Coulter Corporation,
Miami, Florida, a manufacturer of medical technology products. Dr. Henseler was
elected to the Board of Directors of the Company in 1992.
ROGER G. LITTLE, 56, is Chairman of the Board of Directors, Chief Executive
Officer, and President of the Company. Mr. Little has been the President and a
Director of the Company since its founding in 1969. He is a member of the
Secretary of Energy's Advisory Board and the Chairman of the Solar Energy
Industries Association.
ROGER W. REDMOND, 43, is an officer and acts as Managing Director of Piper
Jaffray, Inc., a Minneapolis, Minnesota based investment banking firm. He has
held these positions since March of 1984. Mr. Redmond was designated a Chartered
Financial Analyst in 1988. Mr. Redmond was elected a Director of the Company in
1991.
JOHN A. TARELLO, 65, has been Senior Vice President of Analogic
Corporation, Peabody, Massachusetts, a manufacturer of diagnostic and
measurement instruments and medical, industrial, and other electronics
equipment, since 1980 and was elected Treasurer and Chief Financial Officer of
Analogic in 1985. Mr. Tarello has been a Director of the Company since 1970, and
a director of Analogic Corporation since 1979.
The Board of Directors recommends a vote FOR fixing the number of Directors
at seven and for electing the six Directors listed above, leaving one vacancy.
PROPOSAL NUMBER TWO
APPROVAL OF AMENDMENT TO THE ARTICLES OF ORGANIZATION
On March 20, 1997, the Board of Directors of the Company unanimously voted
to recommend to the stockholders that the Company's Restated Articles of
Organization be amended to increase the number of authorized shares of Common
Stock from 6,000,000 to 20,000,000 shares.
The authorized Common Stock currently consists of 6,000,000 shares, $.01
par value per share, of which 3,020,700 shares were outstanding as of December
31, 1996, and approximately 566,250 shares were reserved (assuming the approval
of the 1996 Equity Incentive Plan by the stockholders at the Meeting) for
issuance pursuant to the Company's stock option plans.
The Board of Directors believes that the authorization of additional shares
of Common Stock is desirable to provide shares for issuance in connection with
possible future financing and acquisition transactions, joint ventures, stock
splits and dividends, employee benefit programs and other general corporate
purposes that the Board may deem advisable. However, there is no existing plan,
understanding or agreement for the issuance of these additional shares. The
additional shares for which authorization is sought would be identical to the
shares of Common Stock now authorized and outstanding. If the amendment is
adopted by the stockholders, the Board of Directors will have authority to issue
shares of Common Stock without the necessity of further stockholder action. No
stockholder will have preemptive rights to purchase or subscribe for any shares
of Common Stock that may be issued.
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The authorization of additional shares of Common Stock could have the
effect of discouraging or impeding an unfriendly attempt to acquire control of
the Company. For example, such additional shares could be used to dilute the
stock ownership of parties seeking to obtain control of the Company, to increase
the total amount of consideration necessary for a party to obtain control, or to
increase the voting power of friendly third parties. These uses could have the
effect of making it more difficult for a third party to remove incumbent
management or to accomplish a given transaction, even if such actions would
generally be beneficial to stockholders. The Board of Directors has concluded,
however, that the advantages of additional authorized shares outweigh the
potential disadvantages. The Board is unaware of any pending or proposed effort
to take control of the Company or to change management, and there have been no
contacts or negotiations with the Board of Directors in this connection.
VOTE REQUIRED AND RECOMMENDATION OF THE BOARD OF DIRECTORS
A favorable vote by the holders of a majority of the issued and outstanding
shares of Common Stock of the Company is required for the approval of the
proposed amendment. The Board of Directors recommends that the stockholders vote
"FOR" the amendment.
PROPOSAL NUMBER THREE
ADOPTION OF 1996 EQUITY INCENTIVE PLAN
The Board of Directors believes that it is in the best interests of the
Company to attract, retain and motivate high-quality personnel for the Company.
Accordingly, on December 10, 1996, the Board of Directors adopted, subject to
stockholder approval, the Spire Corporation 1996 Equity Incentive Plan (the
"Incentive Plan"). A total of 300,000 shares of Common Stock may be issued under
the Incentive Plan. In December 1996 the Board of Directors granted options
under the Incentive Plan to purchase an aggregate of 104,425 shares at $1.63 per
share, subject to stockholder approval of the Incentive Plan.
In addition, under the Company's 1985 Incentive Stock Option Plan and
Directors Stock Option Plan (the "Prior Plans"), options to purchase a total of
236,250 shares are currently outstanding. No additional options may be granted
under the Prior Plans.
SUMMARY OF INCENTIVE PLAN
The following is a summary of certain features of the Incentive Plan, as
amended.
Unless otherwise determined by the Board of Directors, the Incentive Plan
is administered by the Compensation Committee of the Board of Directors (the
"Compensation Committee"). The Incentive Plan is designed to advance the
Company's interests by enhancing its ability to attract and retain employees and
others in a position to make significant contributions to the success of the
Company through ownership of shares of Common Stock. The shares reserved for
issuance under the Incentive Plan are subject to adjustment for stock dividends
and similar events. The Incentive Plan provides for the grant by the
Compensation Committee of stock options (both incentive stock options and
nonstatutory options), stock appreciation rights, restricted stock, unrestricted
stock, deferred stock grants and performance awards, as well as loans in
connection with such grants and awards and cash payments intended to offset
income taxes due with respect to any such grant or award. Awards under the
Incentive Plan may also include provision for the payment of dividend
equivalents with respect to the shares subject to the awards. All employees of
the Company and other persons or entities (including non-employee directors of
the Company) who, in the opinion of the Compensation Committee, are in a
position to make a significant contribution to the success of the Company
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are eligible to participate in the Incentive Plan. There are currently
approximately 46 employees and directors eligible to participate in the
Incentive Plan.
No award may be granted under the Incentive Plan after December 10, 2006,
but awards previously granted may extend beyond that date.
The exercise price of an incentive stock option granted under the Incentive
Plan may not be less than 100% (110% in the case of 10% shareholders) of the
fair market value of the Common Stock at the time of grant. The exercise price
of a nonstatutory option granted under the Incentive Plan is determined by the
Compensation Committee. The term of each option may be set by the Compensation
Committee but cannot exceed ten years from grant (five years from grant in the
case of an incentive stock option granted to a 10% shareholder), and each option
will be exercisable at such time or times as the Compensation Committee
specifies. The option price may be paid in cash or check acceptable to the
Company or, if permitted by the Compensation Committee and subject to certain
additional limitations, by tendering shares of Common Stock held for at least
six months, by using a promissory note, by delivering to the Company an
undertaking by a broker to promptly deliver sufficient funds to pay the exercise
price, or a combination of the foregoing.
Stock appreciation rights ("SARs") may be granted either alone or in tandem
with stock option grants. Each SAR entitles the participant, in general, to
receive upon exercise the excess of a share's fair market value at the date of
exercise over the share's fair market value on the date the SAR was granted. The
Incentive Plan also provides for SARs entitling the participant, upon exercise,
to receive an amount based on certain other measures, including SARs that
entitle the recipient to receive, following a change in control of the Company
as defined in the Incentive Plan, an amount measured by specified values or
averages of values prior to the change in control. If a SAR is granted in tandem
with an option, the SAR will be exercisable only to the extent the option is
exercisable. To the extent the option is exercised, the accompanying SAR will
cease to be exercisable, and vice versa.
The Incentive Plan provides for awards of nontransferable shares of
restricted Common Stock subject to forfeiture, as well as of unrestricted shares
of Common Stock. Awards may provide for acquisition of restricted and
unrestricted Common Stock for par value. Restricted Common Stock is subject to
repurchase by the Company at the original purchase price if the participant
ceases to be an employee before the restrictions lapse. Other awards under the
Incentive Plan may also be settled with restricted Common Stock.
The Incentive Plan also provides for deferred grants entitling the
recipient to receive shares of Common Stock in the future at such times and on
such conditions as the Compensation Committee may specify, and performance
awards entitling the recipient to receive cash or Common Stock following the
attainment of performance goals determined by the Compensation Committee.
Performance conditions and provisions for deferred stock may also be attached to
other awards under the Incentive Plan.
Except as otherwise provided by the Compensation Committee, if a
participant dies, options and SARs exercisable immediately prior to death may be
exercised by the participant's executor, administrator or transferee during a
period of one year following such death (or for the remainder of their original
term, if less). Options and SARs not exercisable at a participant's death
terminate. Outstanding awards of restricted Common Stock must be transferred to
the Company upon a participant's death and, similarly, deferred Common Stock
grants, performance awards and supplemental awards to which a participant is not
irrevocably entitled will be forfeited, except as otherwise provided.
In the case of termination of a participant's association with the Company
for reasons other than death, options and SARs generally remain exercisable, to
the extent they were exercisable immediately prior to termination, for six
months (or for the remainder of the original term, if less), shares of
restricted Common Stock must be resold to the Company, and other awards
terminate, except as otherwise provided. If any such
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association is terminated due to the participant's discharge for cause which in
the opinion of the Compensation Committee casts such discredit on the
participant as to justify immediate termination of any award under the Incentive
Plan, such participant's options and SARs may be terminated immediately. Also,
in the case of certain mergers, consolidations and other transactions in which
substantially all of the assets or stock of the Company are acquired by a single
person or entity, all outstanding awards granted under the Incentive Plan will
become immediately exercisable in full.
Notwithstanding the foregoing, in the event of a consolidation or merger in
which the Company is not the surviving corporation or which results in the
acquisition of substantially all of the Company's outstanding Common Stock by a
single person or entity or by a group of persons and/or entities acting in
concert or in the event of the sale or transfer of substantially all of the
Company's assets, (i) each outstanding option and SAR will become immediately
exercisable unless otherwise provided at the time of grant, (ii) each
outstanding share of restricted Common Stock will immediately become free of all
restrictions and conditions, and (iii) all conditions on deferred grants,
performance awards and supplemental grants which relate only to the passage of
time and continued employment will be removed.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following discussion summarizes certain federal income tax consequences
of participation in the Incentive Plan. Insofar as it deals with the tax
consequences associated with stock options, the discussion also pertains to
certain consequences of participation in the Prior Plans. The summary does not
purport to cover federal employment tax or other federal tax consequences that
may be associated with the plans, nor does it cover state, local or non-U.S.
taxes.
Stock Options. In general, an optionee realizes no taxable income upon the
grant or exercise of an incentive stock option (ISO). However, the exercise of
an ISO may result in an alternative minimum tax liability to the optionee. With
certain exceptions, a disposition of shares purchased under an ISO within two
years from the date of grant or within one year after exercise produces ordinary
income to the optionee (and a deduction to the Company) equal to the value of
the shares at the time of exercise less the exercise price. In the case of a
sale to an unrelated party for a price less than the value of the shares at the
time of exercise, this ordinary income is normally capped by the gain on the
sale, if any. Any gain recognized in the disposition in excess of the ordinary
income amount is treated as a capital gain for which the Company is not entitled
to a deduction. If the optionee does not dispose of the shares until after the
expiration of these one- and two-year holding periods, any gain or loss
recognized upon a subsequent sale is treated as a long-term capital gain or loss
for which the Company is not entitled to a deduction.
In general, in the case of a nonstatutory option the optionee has no
taxable income at the time of grant but realizes income in connection with
exercise of the option in an amount equal to the excess (at time of exercise) of
the fair market value of the shares acquired upon exercise over the exercise
price; a corresponding deduction is available to the Company, subject to
satisfaction of any applicable withholding requirements; and upon a subsequent
sale or exchange of the shares, appreciation or depreciation after the date of
exercise is treated as capital gain or loss for which the Company is not
entitled to a deduction.
In general, an ISO that is exercised more than three months after
termination of employment (other than termination by reason of death) is treated
as a nonstatutory option. A special rule applies in the case of termination of
employment by reason of permanent disability. ISOs granted after 1986 are also
treated as nonstatutory options to the extent they first become exercisable by
an individual in any calendar year for shares having a fair market value
(determined as of the date of the grant) in excess of $100,000.
Stock Appreciation Rights (SARs). A participant has no taxable income upon
the grant of an SAR or similar right but, in general, realizes income at time of
exercise equal to the amount of cash and the fair
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market value of any Common Stock received. A corresponding deduction is
available to the Company, subject in some cases to satisfaction of any
applicable withholding requirements.
Unrestricted and Restricted Stock. A participant receiving an award of
unrestricted stock realizes ordinary income at the time of transfer equal to the
fair market value of the shares less any price paid. A corresponding deduction
is available to the Company, subject to satisfaction of any applicable
withholding requirements. As a general rule, a participant receiving restricted
stock realizes ordinary income only when the applicable forfeiture restrictions
lapse. The amount of income realized at that time is measured by the then fair
market value of the stock, less any price paid for the stock. A corresponding
deduction is available to the Company at that time, subject to satisfaction of
any applicable withholding requirements. However, a participant may elect under
Section 83(b) of the Internal Revenue Code ("IRC") to have the ordinary income
associated with receipt of restricted stock realized and measured at the time of
the award rather than when the restrictions lapse. An "83(b) election" also
accelerates the Company's ability to claim a deduction. In general, a
participant who makes an "83(b) election" and later forfeits the shares may not
claim a loss for tax purposes.
Deferred Stock. A participant receiving an award of stock to be delivered
in the future realizes ordinary income only upon the eventual transfer of shares
of Common Stock. The amount of income so realized is, in general, the fair
market value of the stock on the date of transfer. A corresponding deduction is
available to the Company at that time, subject to satisfaction of any applicable
withholding requirements.
Performance Awards. A participant receiving the right to receive, without
payment, cash or stock or a combination thereof following the attainment of
certain performance goals, in general, realizes ordinary income equal to any
cash received and the fair market value of any Common Stock issued under the
award. A corresponding deduction is available to the Company, subject in some
cases to satisfaction of any applicable withholding requirements.
Loans. Generally speaking, bona fide loans made under the Incentive Plan
do not result in taxable income to the participant or a deduction to the
Company. However, any loan made at a rate of interest lower than certain rates
specified under the IRC may result in income being imputed to the borrower and
in a corresponding deduction for the Company. Forgiveness of all or a portion of
a loan will also result in income to the borrower and a deduction for the
Company.
Supplemental Grants. If outright cash grants are given in order to
facilitate the payment of award-related taxes, the grants are included in income
at the time of receipt and a corresponding deduction is available to the
Company.
Dividends. Dividends paid on Common Stock (including restricted stock) are
generally not deductible by the Company. However, dividends on restricted stock
as to which an "83(b) election" has not been made are deductible by the Company
so long as the stock remains subject to forfeiture restrictions.
Miscellaneous. The Incentive Plan contemplates that stock options and
other awards may be settled using shares of restricted stock or by using
deferred stock -- that is, by promising to transfer shares of Common Stock in
the future. Use of restricted stock or deferred stock in connection with another
award may result in deferral in accordance with the rules described above under
those headings.
Under the so-called "golden parachute" provisions of the IRC, the vesting
or accelerated exercisability of awards in connection with a change of control
of the Company may be required to be valued and taken into account in
determining whether participants have received compensatory payments, contingent
on the change of control, in excess of certain limits. If these limits are
exceeded, a substantial portion of amounts payable to the participant, including
income recognized by reason of the grant, vesting or exercise of awards under
the Incentive Plan, may be subject to an additional 20% federal tax and may be
nondeductible to the Company.
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The Company's ability to claim a deduction in connection with awards under
the Incentive Plan may be further limited by Section 162(m) of the IRC, which
restricts to $1 million the amount a public corporation may deduct for
remuneration in any year to any of its top five officers. Certain forms of
remuneration are exempt from the $1 million limit, including compensation
associated with the exercise of non-discounted stock options that are granted
pursuant to shareholder-approved plans and that meet certain other requirements.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors believes that the Incentive Plan will promote the
interests of the Company and the stockholders and enable the Company to attract,
retain and reward persons important to the Company's success. Accordingly, the
Board of Directors has approved the Incentive Plan and recommends that the
stockholders vote "FOR" this proposal to approve the Incentive Plan. Proxies
solicited by the Board of Directors will be so voted unless stockholders specify
otherwise.
VOTE REQUIRED
To approve the Incentive Plan, the vote of the holders of a majority of the
shares present or represented and entitled to vote on the proposal at the
meeting is required.
PROPOSAL NUMBER FOUR
APPROVAL OF PLAN TO RESTRUCTURE THE COMPANY
Management has presented to the Board of Directors a proposal for
restructuring the Company by making a transfer of a substantial portion of the
Company's property and assets, including goodwill, (the "Transfer") to wholly
owned subsidiaries of the Company. Under the proposal, the business, property
and assets of one, two or all three of the Company's operating divisions would
be transferred to a corresponding number of newly formed subsidiaries that would
be wholly owned by the Company. Counsel has advised the Company that, under
Massachusetts law, the Transfer would require the affirmative vote of the
Company's Common Stock.
REASONS FOR THE TRANSFER
The Board of Directors believes that the Transfer would facilitate
financing and other activities by permitting a particular operating subsidiary
to obtain public or private financing and to engage in transactions such as
strategic alliances, joint ventures and also mergers and acquisitions. However,
there is no existing plan, arrangement or understanding for any such activity.
DESCRIPTION OF THE COMPANY AND THE PROPOSED SUBSIDIARIES
The Company. The Company provides products and services to photovoltaics,
optoelectronics and biomedical markets worldwide. The Company has its
headquarters and operations in Bedford, Massachusetts and has a staff of
approximately 137 employees.
Proposed Subsidiaries and Headquarters
Spire Biomaterials, Inc. This company would provide products and services
to biomedical markets. It would have a staff of approximately 37 employees.
Spire Optoelectronics, Inc. This company would provide products and
services to optoelectronics markets. It would have a staff of approximately 33
employees.
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Spire Photovoltaics, Inc. This company would provide products and services
to photovoltaics markets. It would have a staff of approximately 29 employees.
Headquarters. Spire Corporation, as the parent company, would have a
headquarters staff of approximately 38 employees.
TERMS OF THE TRANSFER
The transfer is expected to occur within approximately 10 months of
approval by stockholders of the Company, subject to (i) formation of wholly
owned subsidiaries under Massachusetts law, (ii) obtaining of required consents
of lenders and other parties with which the Company has contractual obligations,
(iii) establishing appropriate policies and procedures, accounting arrangements,
employee benefits, insurance and banking arrangements for the subsidiaries, and
(iv) negotiating intercompany service agreements between the Company and the
subsidiaries. However, management or the Board of Directors may elect, within a
period of up to one (1) year from the date of the approval by stockholders, to
abandon the Transfer, in whole or in part, prior to accomplishing it,
notwithstanding a favorable vote by the stockholders. In determining whether to
abandon the Transfer, the Company will consider, among other factors, whether
the holders of 5% or more of the Company's Common Stock have taken steps to
exercise appraisal rights as dissenting stockholders. See "Dissenting
Stockholders."
No federal or state regulatory requirements apply to the transaction, and
no federal or state approvals must be obtained in connection with it.
Under intercompany service agreements to be entered into between the
Company and the subsidiaries, the Company may agree to provide certain services
to the subsidiaries including, but not limited to, management, legal, tax,
treasury, finance, computer, management information systems and accounting
services.
ACCOUNTING TREATMENT
There would be no accounting impact from the Transfer. The property, assets
and liabilities of the operating divisions would be transferred at cost to new
wholly owned subsidiaries of the Company. The financial statements of the wholly
owned subsidiaries would be consolidated with those of the Company and its
existing wholly owned subsidiary, Spire International Sales Corporation.
FEDERAL INCOME TAX CONSEQUENCES
The Company believes that the Transfer would be treated as a tax-free
transaction under Section 351 of the Internal Revenue Code of 1986, as amended,
for federal corporate income tax purposes. Federal corporate income tax returns
of the Company and the new wholly owned subsidiaries will be filed on a
consolidated basis since the Company will maintain an equity ownership in excess
of 80%.
Each newly created subsidiary will have a carryover tax basis in the assets
transferred. The Company's net operating loss carryforward and alternative
minimum tax credit carryforward would continue to be available, subject to stock
ownership. If changes in the stock ownership of any of the entities exceed 50%
of the value of the entity's stock during any three-year period, the utilization
of the net operating loss and credit carryforwards may be subject to limitations
under Section 382 of the Internal Revenue Code of 1986.
Stockholders of the Company would have no federal income tax consequences
from the Transfer.
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DISSENTING STOCKHOLDERS
If the Transfer is approved by the required vote of the Company's
stockholders and is not abandoned, any holder of the Company's Common Stock who
does not vote in favor of the Transfer and who files a written demand with the
Company and otherwise complies with the applicable provisions of Sections 86 to
98 of Chapter 156B of the Massachusetts General Laws may require the Company to
purchase for cash at their fair market value the shares that were not voted in
favor of the Transfer. The following summary is qualified in its entirety by
Sections 86 to 98 of Chapter 156B of the Massachusetts General Laws with respect
to the perfection of dissenters' rights.
A holder of the Company's stock wishing to require the Company to purchase
his or her shares must:
(1) File with the Company, before the taking of the vote on the approval of
the Transfer, written objection to the proposed Transfer stating that such
stockholder intends to demand payment for his or her shares if the Transfer is
consummated.
(2) Not vote his or her shares in favor of the Transfer.
(3) If the Transfer is approved by the stockholders of the Company and
consummated, make written demand for payment of his stock upon the Company
within 20 days after the date on which the notice of effectiveness of the
Transfer is mailed to each stockholder who filed a written objection and whose
shares were not voted in favor of the Transfer. Such notice is to be mailed by
the Company within 10 days after the effective date of the Transfer.
A vote against the Transfer will not be deemed to satisfy the requirements
that written objection be filed with the Company prior to the stockholder vote
on the Transfer. However, a stockholder who has filed a written objection to the
Transfer as provided in (1) above will not be deemed to have waived his or her
appraisal rights by failing to vote against the Transfer so long as he or she
does not actually vote in favor of it.
The Company is required to make payment of the fair market value of the
shares owned by each dissenting stockholder within 30 days after the expiration
of the 20-day period during which a demand for payment may be made. If, during
such 30-day period, the Company and a dissenting stockholder fail to agree as to
the fair value of such stockholder's shares, either the Company or the
dissenting stockholder may, within four months after the expiration of such
30-day period, request a court determination of the fair value of the shares of
all the dissenting stockholders by filing an action in the Superior Court of
Middlesex County in the Commonwealth of Massachusetts. The cost of such an
action, other than counsel fees and fees of experts retained by a party, will be
determined by the court and apportioned in such a manner as appears to the court
to be equitable; however, all costs of giving notice to the stockholders
entitled to notice of the filing of such an action will be paid by the Company.
In any such action, the fair value of the shares of any stockholder who is
party to the action will be determined as of the day preceding the date the
Transfer was approved by the stockholders of the Company and will not include
any element of value arising from the expectation or consummation of the
Transfer. The fair value of such shares may be lower or higher than the amounts
to be realized by the stockholders not exercising appraisal rights. The Company
has not yet determined whether it will file such an action and, therefore, any
stockholder who desires such an action to be filed is advised to file it on a
timely basis. Otherwise, failure by at least one dissenting stockholder to so
file could nullify all written demands for appraisal by stockholders who have
not reached an agreement with the Company as to the value of the Common Stock.
9
<PAGE> 12
Any stockholder contemplating the exercise of the rights summarized above
is urged to consult with counsel. The failure by a stockholder to follow
precisely all the steps required by Sections 86-98 of Chapter 156B will result
in the loss of those rights.
Written demands, notices or other communications which a Company
shareholder wishes to send to the Company concerning the exercise of dissenters'
rights should be addressed to:
Spire Corporation
One Patriots Park
Bedford, MA 01730-2396
Attention: Clerk
VOTE REQUIRED AND RECOMMENDATION OF THE BOARD OF DIRECTORS
Pursuant to Massachusetts law and the Company's Articles of Organization, a
favorable vote by the holders of two thirds of the issued and outstanding shares
of Common Stock of the Company is required for the approval of the proposed
Transfer. The Board of Directors recommends that the stockholders vote "FOR" the
Transfer.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND ITS COMMITTEES
The Board of Directors of the Company held five meetings during 1996. Each
Director then serving attended 75% or more of such Board meetings and at least
75% of the meetings of the Committee(s) of which he is a member, if any, except
that Mr. Graf attended 20% of the Board meetings. The Board has established
Audit and Compensation Committees. The members of the Audit Committee are
Messrs. Gale, Graf, and Tarello. The members of the Compensation Committee are
Messrs. Henseler and Little. The Company does not have a Nominating Committee.
AUDIT COMMITTEE
The Audit Committee provides a direct line of communication between the
Board of Directors and the Company's independent certified public accountants.
The Committee's functions include: reviewing the scope and results of the audit
by such independent accountants; discussing the recommendations of the auditors,
if any, with respect to the Company's financial practices and procedures; and
reviewing the Company's internal auditing procedures, controls, and personnel.
The Audit Committee held one meeting in 1996.
COMPENSATION COMMITTEE
The Compensation Committee's principal functions are to make
recommendations to the Board of Directors with respect to executive
compensation, bonuses, and employee benefit plans, and to administer the
Company's 1996 Equity Incentive Plan. The Compensation Committee acted once by
unanimous written consent in 1996.
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission reports of ownership and changes in ownership of common
10
<PAGE> 13
stock and other equity securities of the Company. Officers, directors and
greater than 10% shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on review of the copies of such reports furnished to the
Company or written or oral representations that no other reports were required,
the Company believes that during the 1996 fiscal year, all filing requirements
applicable to its officers, directors and greater than 10% beneficial owners
were complied with, except that Dr. Sioshansi failed to file a Form 4 covering a
sale of the Company's Common Stock. The required report was filed subsequently.
OWNERSHIP OF SECURITIES
The following table sets forth certain information concerning the
beneficial ownership of the Company's Common Stock, $.01 par value ("Common
Stock"), by each person known to the Company to own 5% or more of the Common
Stock, individual Directors, the Chief Executive Officer, the Company's three
most highly compensated executives other than the Chief Executive Officer who
were serving as executive officers on December 31, 1996, and Directors and
executive officers as a group. The information provided reflects stock and
exercisable option ownership (including options exercisable within sixty (60)
days) on March 1, 1997.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE
OF COMMON STOCK OF COMMON
BENEFICIAL OWNER BENEFICIALLY OWNED(1) STOCK
----------------------------------------------------- --------------------- ---------
<S> <C> <C>
Ghazi Darkazalli..................................... 19,028(2) *
A. John Gale......................................... 6,250(3) *
Carl N. Graf......................................... 3,500(3) *
Richard S. Gregorio.................................. 17,750(2) *
Udo Henseler......................................... 3,500(3) *
Roger G. Little...................................... 1,454,000(4) 48.3
Roger W. Redmond..................................... 3,700(5) *
Piran Sioshansi...................................... 52,000(2) 1.7
John A. Tarello...................................... 7,500(3) *
Dimensional Fund Advisors, Inc....................... 160,400(6) 5.3
1299 Ocean Avenue, 11th Floor Santa Monica, CA 90401
Directors and Executive Officers..................... 1,567,228(7) 52.3
as a group (9 persons on March 1, 1997 including
those named above)
</TABLE>
- ---------------
* Denotes ownership of less than 1% of the Company's outstanding Common Stock.
(1) Unless otherwise noted, the named stockholder has sole voting and investment
power with respect to the shares of Common Stock listed opposite his or its
name.
(2) Includes exercisable options to purchase Common Stock in the following
amounts for each named officer: Dr. Darkazalli (19,028); Mr. Gregorio
(17,750); and Dr. Sioshansi (50,000).
(3) Includes exercisable options to purchase 3,500 shares of Common Stock owned
by each of Mr. Graf, Dr. Henseler and Mr. Tarello and exercisable options to
purchase 2,250 shares of Common Stock owned by Mr. Gale.
(4) Includes 1,454,000 shares of Common Stock held in a trust of which Mr.
Little is the primary beneficiary.
(5) Includes 200 shares of Common Stock held by Mr. Redmond as guardian for his
minor children and exercisable options to purchase 3,500 shares of Common
Stock.
11
<PAGE> 14
(6) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 160,400 shares of Common
Stock as of December 31, 1996, all of which shares are held in portfolios of
DFA Investment Dimensions Group Inc., a registered open-end investment
company; or in a series of the DFA Investment Trust Company, a Delaware
business trust; or the DFA Group Trust and DFA Participation Group Trust,
investment vehicles for qualified employee benefit plans; all of which
Dimensional serves as investment manager. Dimensional disclaims beneficial
ownership of all shares of the Company's Common Stock. All information
concerning Dimensional is derived from the Schedule 13G filed by Dimensional
with the Securities and Exchange Commission.
(7) Includes exercisable options to purchase 99,528 shares of Common Stock
(including those set forth above).
EXECUTIVE OFFICERS
The following table sets forth certain information concerning the executive
officers of the Company. All executive officers have been elected to serve until
the Board meeting following the next Annual Meeting of Stockholders and until
their successors have been elected and qualified.
<TABLE>
<CAPTION>
EXECUTIVE OFFICER AGE POSITIONS HELD
- ---------------------------------------- --- -------------------------------------
<S> <C> <C>
Ghazi Darkazalli........................ 51 Vice President and General Manager,
Photovoltaics
Richard S. Gregorio..................... 41 Vice President, Chief Financial
Officer, Treasurer, Principal
Accounting Officer, and Clerk
Roger G. Little......................... 56 President, Chief Executive Officer
and Chairman of the Board
Piran Sioshansi......................... 51 Vice President and General Manager,
Biomaterials
</TABLE>
Mr. Little has an employment contract with the Company for a ten year term
ending October 3, 2003, unless earlier terminated by either party as provided in
the agreement. Messrs. Darkazalli, Gregorio, and Sioshansi were most recently
elected to their respective offices by the Directors on May 30, 1996 to hold
their offices until the next regular meeting of the Board of Directors following
the Annual Meeting of Stockholders and until their successors are elected and
qualified.
Dr. Darkazalli has been a Vice President and General Manager,
Photovoltaics, of the Company since 1984.
Mr. Gregorio joined the Company in 1977 and has served in a number of
accounting and finance positions. He was named Principal Accounting Officer in
1983, Treasurer in 1989, Vice President and Chief Financial Officer in 1993 and
Clerk in 1996.
Dr. Sioshansi joined the Company in 1981 as a Physicist and became a Vice
President and General Manager, Biomaterials, in 1985.
OTHER TRANSACTIONS AND RELATIONSHIPS
The Company subleases 74,000 square feet in a building from Millipore
Company, which leases the building from a trust of which Roger G. Little, Chief
Executive Officer, is sole trustee and principal beneficiary. The term of the
sublease is five years expiring on November 30, 2000, with a five year renewal
12
<PAGE> 15
option available at the Company's election. The agreement provides for minimum
rental payments plus annual increases linked to the consumer price index. Total
rent expense under this sublease was $862,150 in 1996.
Roger W. Redmond is a managing director of Piper Jaffray, Inc., a market
maker in the Company's Common Stock.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the cash compensation
paid to the Company's Chief Executive Officer and the Company's other executive
officers who were serving as executive officers on December 31, 1996:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION ---------------------------------------
------------------------- OTHER ANNUAL SECURITIES UNDERLYING ALL OTHER
YEAR SALARY BONUS COMPENSATION OPTIONS(#) COMPENSATION(2)
----- -------- ------ ------------ --------------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Ghazi Darkazalli......... 1996 $118,698 $3,223 N/A 10,000 $ 6,036
Vice President & 1995 112,500 6,506 0 4,593
General Manager, 1994 106,000 5,234 8,888 3,667
Photovoltaics
Richard S. Gregorio...... 1996 $109,264 $2,658 N/A 13,000 $ 4,630
Vice President & CFO 1995 103,000 $3,250 0 4,370
1994 100,000 5,156 0 2,807
Roger G. Little.......... 1996 $172,395 $3,983 N/A 0 $ 6,908
President & CEO 1995 147,500 3,531 0 5,218
1994 138,750 7,515 0 5,234
Piran Sioshansi.......... 1996 $144,459 $7,045 N/A 5,000 $ 6,942
Vice President & 1995 139,000 4,000 0 4,892
General Manager, 1994 134,500 3,991 0 4,293
Biomaterials
</TABLE>
- ---------------
(1) In 1994, 1995 and 1996, the Company paid performance based bonuses to
certain executives. The performance based bonuses were with respect to the
Company's preceding fiscal years.
(2) Includes Company's matching portion of 401(k) plan contributions available
to all employees paid in Company Common Stock, which vests according to a
schedule, and premiums on term life insurance policies provided to all
executive officers. The matching 401(k) plan contributions are valued at the
closing stock price on the last trading day of December in each year.
13
<PAGE> 16
STOCK OPTIONS
The following table provides information about the grant of stock options
during the fiscal year ended December 31, 1996 to Dr. Darkazalli, Mr. Gregorio
and Dr. Sioshansi (no options were granted to Mr. Little):
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
% OF TOTAL
OPTIONS
NUMBER OF SECURITIES GRANTED EXERCISE OR
UNDERLYING OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE
----------------------------------- -------------------- ------------ ----------- ----------
<S> <C> <C> <C> <C>
Ghazi Darkazalli................... 10,000(1) 9.6% $2.63 12/10/06
Richard S. Gregorio................ 13,000(2) 12.4% $2.63 12/10/06
Piran Sioshansi.................... 5,000(3) 4.8% $2.63 12/10/06
</TABLE>
- ---------------
(1) The option granted to Dr. Darkazalli was granted in December 1996 under the
Company's 1996 Equity Incentive Plan and expires ten years from the date of
grant. The option vests with respect to 1,250 shares immediately and with
respect to 2,500 shares in December in each of 1997, 1998 and 1999, and
1,250 shares in December of 2000.
(2) The option granted to Mr. Gregorio was granted in December 1996 under the
Company's 1996 Equity Incentive Plan and expires ten years from the date of
grant. The option vests with respect to 750 shares immediately and with
respect to 3,250 shares in December in each of 1997, 1998 and 1999, and
2,500 shares in December of 2000.
(3) The option granted to Dr. Sioshansi was granted in December 1996 under the
Company's 1996 Equity Incentive Plan and expires ten years from the date of
grant. The option vests with respect to 1,250 shares in December in each of
1997, 1998, 1999 and 2000.
The following table provides information about the value of unexercised
options held as of December 31, 1996 by Dr. Darkazalli, Mr. Gregorio and Dr.
Sioshansi (no options were held by Mr. Little):
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES TABLE
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR ENDED(3) FISCAL YEAR ENED($)
------------------------------- -------------------------
NAME EXERCISED IN 1996 EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
----------------------- ----------------- ------------------------------- -------------------------
<S> <C> <C> <C>
Ghazi Darkazalli....... 0 19,028/10,972 0
Richard S. Gregorio.... 0 17,750/12,250 0
Piran Sioshansi........ 5,000 50,000/ 5,000 0
</TABLE>
DIRECTORS' COMPENSATION
Directors who are not otherwise full time employees of the Company receive
$5,000 per year for service as Directors. Such Directors also are eligible to
participate in the 1996 Equity Incentive Plan. Directors receive no additional
compensation for service on standing or special committees of the Board.
Directors who are also full time employees of the Company do not receive extra
compensation for service as Directors.
14
<PAGE> 17
SELECTION OF AUDITORS
The Company has selected KPMG Peat Marwick LLP as its independent certified
public accountants, to act as its auditors and to audit the books of the Company
and its subsidiary for 1997. KPMG Peat Marwick LLP performed the audit of the
Company's books for 1996.
Representatives of KPMG Peat Marwick LLP have been invited to the Meeting
and are expected to be present. They will have the opportunity to make a
statement if they so desire, and will be available to respond to appropriate
questions from stockholders.
PROXIES AND VOTING AT THE MEETING
Each signed and returned proxy will be voted in accordance with the
instructions, if any, of the stockholder(s) executing such proxy. A proxy signed
without instructions will be voted in accordance with the Board's
recommendations. If a stockholder attends the Meeting and votes in person, his
or her proxy will not be counted. A signed proxy may be revoked at any time
before it is exercised, either in person or by giving written notice of
revocation to the Clerk of the Company at the address on the first page of this
Proxy Statement.
Each share of Common Stock is entitled to one vote on all matters submitted
to the stockholders for approval. No vote may be taken unless a quorum (i.e., a
majority of the Common Stock issued, outstanding, and entitled to vote) is
present at the Meeting in person or by proxy. Unless otherwise required by law
or the Company's Articles of Organization or By-Laws, approval of all matters
requires an affirmative vote of a majority of the shares of Common Stock
represented at the Meeting. Broker non-votes are counted for purposes of
determining the presence of a quorum, but are not counted for purposes of
determining the result of any vote. Abstentions are counted in determining the
presence of a quorum and, therefore, have the effect of a vote against a
proposal (by raising the number of affirmative votes required to constitute a
majority of the quorum).
Approval of the amendment to the Articles of Organization must receive the
affirmative vote of a majority of the outstanding Common Stock. Therefore,
abstentions and broker non-votes will have the effect of votes against Proposal
Number Two.
Approval of the proposed restructuring of the Company whereby a substantial
portion of the Company's property and assets would be transferred to wholly
owned subsidiaries of the Company must receive the affirmative vote of two
thirds of the outstanding Common Stock. Therefore, abstentions and broker
non-votes will have the effect of votes against Proposal Number Four.
The Board has fixed April 10, 1997, as the record date for determining the
stockholders entitled to vote at the Meeting. On that date there were
shares of Common Stock issued, outstanding, and entitled to vote. Each share is
entitled to one vote.
OTHER MATTERS
The Board knows of no other matters which may come before the Meeting. If
any other matters should properly come before the Meeting, it is the intention
of the persons named in the accompanying proxy to vote in accordance with their
judgment on such matters. Such discretionary authority is conferred by the
proxy.
All costs of this solicitation, which is being made principally by mail,
but which may be supplemented by telephone or personal contacts by the Company's
Directors, officers, and employees without additional compensation, will be
borne by the Company. Brokers will be requested to forward proxy soliciting
material to
15
<PAGE> 18
the beneficial owners of the stock held in such brokers' names, and the Company
will reimburse them for their expenses incurred in complying with the Company's
request.
STOCKHOLDER PROPOSALS
In order to be considered for presentation at the 1998 Annual Meeting of
Stockholders, and to be included in the proxy statement and form of proxy for
that meeting, stockholder proposals must be received by the Company at its
corporate offices in Bedford, Massachusetts, no later than December 15, 1997.
By Order of the Board of Directors
/s/ Richard S. Gregorio
RICHARD S. GREGORIO, Clerk
April 14, 1997
16
<PAGE> 19
SPIRE CORPORATION
PROXY FOR SPECIAL MEETING IN LIEU OF 1997 ANNUAL MEETING OF SHAREHOLDERS
MAY 22, 1997
The undersigned hereby appoints Roger G. Little, Richard S. Gregorio, and
any one of them, proxies of the undersigned, with power of substitution, to act
for and to vote all shares of Spire Corporation Common Stock owned by the
undersigned, upon the matters set forth in the Notice of said Meeting and
related Proxy Statement at the Special Meeting in Lieu of 1997 Annual Meeting of
Stockholders of Spire Corporation, to be held at Spire Corporation, One Patriots
Park, Bedford, Massachusetts at 10:00 a.m. on Thursday, May 22, 1997, and any
adjournments thereof. The proxies, and any one of them, are further authorized
to vote, in their discretion, upon such other business as may properly come
before the Meeting, or adjournments thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
(Continued and to be Signed on Reverse Side)
<PAGE> 20
Please mark votes as in this example
YOUR SHARES WILL BE VOTED FOR THE FOLLOWING PROPOSALS UNLESS OTHERWISE
INDICATED.
1. ELECTION OF DIRECTORS. To fix the number of directors at seven and to elect
the following six persons, leaving one vacancy: A. John Gale, Carl N. Graf,
Udo Henseler, Roger G. Little, Roger W. Redmond, and John A. Tarello.
FOR WITHHELD
FOR, except vote WITHHELD from the following nominees(s):
------------------------------------------------------------------------------
2. APPROVAL OF AMENDMENT TO ARTICLES OF ORGANIZATION.
FOR AGAINST ABSTENTION
3. ADOPTION OF 1996 EQUITY INCENTIVE PLAN.
FOR AGAINST ABSTENTION
4. APPROVAL OF PROPOSAL TO RESTRUCTURE SPIRE CORPORATION.
FOR AGAINST ABSTENTION
Mark Here for Address
CHANGE AND NOTE AT LEFT
Signature Date , 1997
Signature Date , 1997
Please sign exactly as your name appears
hereon. When shares are held by joint
tenants, both should sign. Fiduciaries
and corporate officers should indicate
their full titles.
