<PAGE> 1
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 [ ]
- --------------------------------------------------------------------------------
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:
- --------------------------------------------------------------------------------
<PAGE> 2
SPIRE CORPORATION
ONE PATRIOTS PARK
BEDFORD, MASSACHUSETTS 01730-2396
NOTICE OF SPECIAL MEETING IN LIEU OF
1998 ANNUAL MEETING OF STOCKHOLDERS
The 1998 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 Thursday, May 21, 1998, at 10:00
a.m., to consider and act upon the following matters:
1. To fix the number of directors at six and to elect six directors to
serve for the ensuing year; and
2. 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 March 30, 1998, are
entitled to receive notice of and to vote at the Meeting.
All stockholders are cordially invited to attend the Meeting.
By Order of the Board of Directors,
/s/ Richard S. Gregorio
RICHARD S. GREGORIO, Clerk
April 6, 1998
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.
<PAGE> 3
SPIRE CORPORATION
ONE PATRIOTS PARK
BEDFORD, MASSACHUSETTS 01730-2396
PROXY STATEMENT FOR 1998 SPECIAL MEETING IN LIEU OF
ANNUAL MEETING OF STOCKHOLDERS
MAY 21, 1998
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 1998 Annual Meeting of Stockholders
("Meeting") to be held on Thursday, May 21, 1998, 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 6, 1998.
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
six and has nominated the following six persons for election as directors of the
Company ("Directors"): Michael T. Eckhart, A. John Gale, 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 six and to elect the six nominees named above as
Directors. 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
eight 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:
MICHAEL T. ECKHART, 49, is a project director of Solar Bank Project, a
planned finance entity that is a source of secondary lending for solar
photovoltaic markets. From 1989 to 1996, he served as president of United Power
Systems, a independent power development company. Mr. Eckhart was elected to the
Board of Directors of the Company in August 1997. Mr. Eckhart is a member of the
Institute of Electrical and Electronic Engineers, the American Solar Energy
Society and the International Solar Energy Society. Mr. Eckhart holds a B.S. in
Electrical Engineering from Purdue University and an M.B.A. from Harvard
Business School.
<PAGE> 4
A. JOHN GALE, 83, 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. Mr. Gale received his B.S.C. from King's College,
London University in 1936, with special honors in physics.
UDO HENSELER, PH.D., 58, 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, a pharmaceutical company
in Fort Lauderdale, Florida. Dr. Henseler was elected to the Board of Directors
of the Company in 1992. Dr. Henseler holds a B.A. from Academy of Commerce and
Administration, Cologne, Germany, an M.B.A. from Fairleigh Dickinson University
and an M.A. and Ph.D. from Claremont Graduate School.
ROGER G. LITTLE, 57, 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. Mr. Little holds a B.A. in Physics from Colgate
University and an M.Sc. in Physics from the Massachusetts Institute of
Technology.
ROGER W. REDMOND, 44, is President and Chief Executive Officer of
Teletraining Systems, Inc., which trains and educates employees by means of data
base and video systems. From 1984 until 1997, Mr. Redmond was an officer and
managing director of Piper Jaffray, Inc., an investment banking firm. Mr.
Redmond was designated a Chartered Financial Analyst in 1988. He was elected a
Director of the Company in 1991. Mr. Redmond holds a B.S. in Chemistry from the
University of Arizona and an M.B.A. in Finance from the University of Minnesota.
JOHN A. TARELLO, 66, has been Senior Vice President of Analogic Corporation
of Peabody, Massachusetts, a publicly held 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. Mr. Tarello attended Burdett
College.
The Board of Directors recommends a vote FOR fixing the number of Directors
at six and for electing the six Directors listed above.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND ITS COMMITTEES
The Board of Directors of the Company held five meetings during 1997. 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. The
Board has established Audit and Compensation Committees. The members of the
Audit Committee are Messrs. Gale, Henseler, and Tarello. The members of the
Compensation Committee are Messrs. Henseler and Redmond. 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
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<PAGE> 5
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 1997.
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 held two
meetings in 1997.
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
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 1997 fiscal year, all filing requirements
applicable to its officers, Directors and greater than 10% beneficial owners
were complied with, except that Piran Sioshansi, a former officer, failed to
file a Form 4 covering a sale of the Company's Common Stock. The required report
was filed subsequently.
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<PAGE> 6
OWNERSHIP OF SECURITIES
The following table sets forth, as of February 27, 1998, the beneficial
ownership of the Company's Common Stock, $.01 par value ("Common Stock") by (i)
each person or entity known to the Company to own beneficially more than 5% of
the Common Stock, (ii) each Director and nominee, (iii) each executive officer
of the Company and (iv) all Directors and executive officers of the Company as a
group. The information as to each person has been furnished by such person, and
each person has sole voting power and sole investment power with respect to all
shares beneficially owned by such person, except as otherwise indicated. Unless
otherwise indicated, each person or entity listed maintains a mailing address
c/o Spire Corporation, One Patriots Park, Bedford, Massachusetts 01730-2396.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP(1)(2)
-----------------------------------
NUMBER OF SHARES OF PERCENT OF
NAME COMMON STOCK COMMON STOCK
---- ------------------- ------------
<S> <C> <C>
Michael T. Eckhart................................. 0(3) 0%
A. John Gale....................................... 9,250(4) *
Richard S. Gregorio................................ 4,000(5) *
Udo Henseler....................................... 6,000(6) *
Stephen J. Hogan................................... 6,000(7) *
Roger G. Little.................................... 1,418,450(8) 44.0%
Everett S. McGinley................................ 0(9) 0%
Roger G. Redmond................................... 6,200(10) *
Ronald S. Scharlack................................ 1,000(11) *
John A. Tarello.................................... 6,000(6) *
Spire Corporation 401(k) Profit Sharing Plan
(12)............................................. 229,014 7.1%
Directors and Officers as a group (10 persons on
February 27, 1998 including those named above)..... 1,456,900(13) 45.2%
</TABLE>
- ---------------
* Denotes ownership of less than 1% of the Company's outstanding Common Stock.
(1) Based on 3,221,716 shares of Common Stock outstanding as of February 27,
1998. Shares of Common Stock which an individual or group has a right to
acquire within 60 days are deemed to be outstanding for purposes of
computing the percentage ownership of such individual or group, but are not
deemed to be outstanding for purposes of computing the percentage ownership
of any other person shown on the table.
(2) Beneficial stock ownership shown for employees excludes in all cases shares
of Common Stock that may be held by the Spire Corporation 401(k) Profit
Sharing Plan on behalf of such employees.
(3) Does not include 5,000 shares of Common Stock subject to options not
exercisable within 60 days.
(4) Does not include 3,750 shares of Common Stock subject to options not
exercisable within 60 days.
(5) Includes 4,000 shares of Common Stock subject to options exercisable within
60 days. Does not include 14,000 shares of Common Stock subject to options
not exercisable within 60 days.
(6) Includes 6,000 shares of Common Stock subject to options owned by each of
Dr. Henseler and Mr. Tarello exercisable within 60 days.
(7) Includes 5,000 shares of Common Stock subject to options exercisable within
60 days. Does not include 15,000 shares of Common Stock subject to options
not exercisable within 60 days.
(8) Includes 1,417,000 shares of Common Stock held in a trust of which Mr.
Little is the primary beneficiary. Mr. Little is the Chairman of the Board
of Directors, Chief Executive Officer and President of the Company.
(9) Does not include 20,000 shares of Common Stock subject to options not
exercisable within 60 days.
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<PAGE> 7
(10) Includes 200 shares of Common Stock held by Mr. Redmond as guardian for his
minor children and 6,000 shares of Common Stock subject to options
exercisable within 60 days.
(11) Does not include 20,000 shares of Common Stock subject to options granted
in March 1998 and which will not be exercisable within 60 days.
(12) Trustees of the Plan, which was established in 1985, are Messrs. Little,
Gregorio, and Tarello, each of whom disclaims beneficial ownership of
shares held by the Plan. Messrs. Little, Gregorio and Tarello are
respectively the Chairman of the Board of Directors, Chief Executive
Officer and President; a Vice President, Chief Financial Officer, Treasurer
and Clerk; and a Director of the Company.
(13) Includes 27,000 shares of Common Stock subject to options exercisable
within 60 days. Does not include 77,750 shares of Common Stock subject to
options not exercisable within 60 days.
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>
NAME AGE POSITIONS WITH COMPANY
---- --- ----------------------
<S> <C> <C>
Roger G. Little................................. 57 Chairman of the Board, Chief
Executive Officer and President
Richard S. Gregorio............................. 42 Vice President, Chief Financial
Officer, Treasurer, Principal
Accounting Officer, and Clerk
Stephen J. Hogan................................ 46 Vice President and General Manager,
Photovoltaics
Everett S. McGinley, Ph.D....................... 39 Vice President and General Manager,
Optoelectronics; Vice President,
Business Development
Ronald S. Scharlack............................. 52 Vice President and General Manager,
Biomedical
</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.
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. He was most recently elected to his offices in June 1997.
Mr. Hogan joined the Company in 1984 as Manager, Process Development. He
was named Sales Manager, Photovoltaic Equipment, in 1988, Manager, Engineering
and Manufacturing in 1990 and Director of Photovoltaic Business Development in
March 1997. Mr. Hogan became a Vice President and General Manager,
Photovoltaics, in November 1997.
Dr. McGinley became Vice President and General Manager, Optoelectronics of
the Company in August 1997. In March 1998, he also became Vice President,
Business Development of the Company, with responsibility for sales and
marketing, international business development and corporate business
development. From January 1997 through June 1997, he was a consultant providing
business development consulting services to energy related clients, including
the Company. From 1993 until 1997, he was vice president of Axios Limited, an
international business development, venture capital and consulting firm in
optoelectronics
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<PAGE> 8
for alternative energy technologies. From 1991 to 1993, he was product manager
for Balzers, Inc. a semiconductor production equipment and instrumentation
manufacturer.
Mr. Scharlack became Vice President and General Manager, Biomedical in
January 1998. He was previously manager of advanced technology at Chiron
Diagnostics, Medfield, Massachusetts, a manufacturer of biomedical instruments.
Mr. Scharlack previously had worked for Thermo Electron Corporation for five
years, first as the manager of solar systems, during which time he established a
new business area in the development of photovoltaic components and systems, and
subsequently as manager, modular cogeneration marketing and controls.
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 Company
believes that the terms of the sublease are commercially reasonable. The 1985
sublease originally was for a period of ten years. The Company exercised its
option to extend the sublease for an additional five-year period expiring on
November 30, 2000, and has an option for an additional five-year extension. The
agreement provides for minimum rental payments plus annual increases linked to
the consumer price index. Total rent expense under this sublease was $888,564 in
1997.
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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, 1997:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ------------
------------------------------------------ SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME YEAR SALARY BONUS(1) COMPENSATION OPTIONS(#) COMPENSATION(2)
---- ---- ------ -------- ------------ ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Ghazi Darkazalli(3).......... 1997 $134,981 $2,799 N/A 5,000 $100,405
Former Vice President & 1996 118,698 3,223 10,000 6,036
General Manager, 1995 112,500 6,506 0 4,593
Photovoltaics
Richard S. Gregorio.......... 1997 $115,909 $6,190 N/A 5,000 $ 5,596
Vice President & 1996 109,264 2,658 13,000 4,630
CFO 1995 103,000 3,250 0 4,370
Roger G. Little.............. 1997 $180,999 $9,752 N/A 0 $ 6,297
President & CEO 1996 172,395 3,983 0 6,908
1995 147,500 3,531 0 5,218
Stephen J. Hogan(4).......... 1997 $ 96,902 $2,636 N/A 5,000 $ 2,843
Vice President & 1996 89,303 1,597 15,000 2,501
General Manager, 1995 85,050 3,552 0 2,457
Photovoltaics
Piran Sioshansi(5)........... 1997 $137,330 $3,415 N/A 0 $ 5,617
Former Vice President & 1996 144,459 7,045 5,000 6,942
General Manager 1995 139,000 4,000 0 4,892
Biomaterials
</TABLE>
- ---------------
(1) In 1995, 1996 and 1997, 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.
(3) Dr. Darkazalli resigned as an officer in November 1997. The amount shown for
1997 in "All Other Compensation" includes $59,077 payable in 1998 for
consulting services in 1998.
(4) Mr. Hogan became an officer in November 1997.
(5) Dr. Sioshansi resigned as an officer in October 1997.
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<PAGE> 10
STOCK OPTIONS
The following table provides information about the grant of stock options
during the fiscal year ended December 31, 1997 to Dr. Darkazalli, Mr. Gregorio,
Mr. Hogan and Dr. McGinley (no options were granted to Mr. Little or Dr.
Sioshansi):
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
% OF TOTAL
OPTIONS
NUMBER OF SECURITIES GRANTED TO EXERCISE OR
UNDERLYING OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE
---- -------------------- ------------ ----------- ----------
<S> <C> <C> <C> <C>
Ghazi Darkazalli................... 5,000(1) 7% 4.75 N/A
Richard S. Gregorio................ 5,000(2) 7% 4.75 6/3/07
Stephen J. Hogan................... 5,000(3) 7% 4.75 6/3/07
Everett S. McGinley................ 20,000(4) 26% 5.13 7/1/07
</TABLE>
- ---------------
(1) The option granted to Dr. Darkazalli was granted in June 1997 under the
Company's 1996 Equity Incentive Plan. It terminated in December 1997 in
connection with his termination of employment.
(2) The option granted to Mr. Gregorio was granted in June 1997 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 each of 1998, 1999,
2000 and 2001.
(3) The option granted to Mr. Hogan was granted in June 1997 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 each of 1998, 1999 and 2000,
and 2001.
(4) The option granted to Dr. McGinley was granted in July 1997 under the
Company's 1996 Equity Incentive Plan and expires ten years from the date of
grant. The option vests with respect to 5,000 shares in each of 1998, 1999,
2000 and 2001.
The following table provides information about option exercises in 1997 and
the value of unexercised options held as of December 31, 1997 by Dr. Darkazalli,
Mr. Gregorio, Mr. Hogan, Dr. McGinley 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 NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED VALUE FISCAL YEAR END (#) FISCAL YEAR END ($)
NAME ON EXERCISES REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------ ------------ ------------------------------- -------------------------
<S> <C> <C> <C> <C>
Ghazi Darkazalli............. 21,528 $198,282 N/A N/A
Richard S. Gregorio.......... 10,000 66,660 11,000 / 14,000 $159,500 / $203,000
Stephen J. Hogan............. 15,000 190,020 4,000 / 16,000 58,000 / 232,000
Everett S. McGinley.......... 0 0 N/A / 20,000 N/A / 290,000
Piran Sioshansi.............. 50,000 206,000 N/A N/A
</TABLE>
DIRECTORS' COMPENSATION
Directors who are not otherwise full time employees of the Company receive
$6,000 per year for service and $1,000 per meeting attended as Directors. Such
Directors also are eligible to participate in the 1996
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<PAGE> 11
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. During 1997, Mr. Eckhart was granted stock options for 5,000 shares.
The options are exercisable at $12.63 per share and become fully vested on
August 27, 2001.
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 1998. KPMG Peat Marwick LLP performed the audit of the
Company's books for 1997.
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).
The Board has fixed March 30, 1998, as the record date for determining the
stockholders entitled to vote at the Meeting. On that date there were 3,236,716
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 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.
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<PAGE> 12
STOCKHOLDER PROPOSALS
In order to be considered for presentation at the 1999 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, 1998.
By Order of the Board of Directors
/s/ Richard S. Gregorio
RICHARD S. GREGORIO, Clerk
April 6, 1998
10
<PAGE> 13
SPIRE CORPORATION
PROXY FOR SPECIAL MEETING IN LIEU OF 1998 ANNUAL MEETING OF SHAREHOLDERS
MAY 21, 1998
The undersigned hereby appoints Roger G. Little and Richard S.
Gregorio, and either 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 1998
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 21, 1998, 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)
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<PAGE> 14
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 six and to elect
the following six persons: Michael T. Eckhart, A. John Gale, Udo Henseler,
Roger G. Little, Roger W. Redmond and John A. Tarello.
FOR WITHHELD
FOR, except vote WITHHELD from the following nominees(s):
----------------------------------------------------
MARK HERE FOR ADDRESS
CHANGE AND NOTE AT LEFT
Signature _______________ Date __________, 1998
Signature _______________ Date __________, 1998
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.
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