<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 [X] 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)
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] 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
1999 ANNUAL MEETING OF STOCKHOLDERS
------------------------------
The Special Meeting in Lieu of 1999 Annual Meeting of Stockholders
("Meeting") of Spire Corporation ("Company") will be held at Spire Corporation,
One Patriots Park, Bedford, Massachusetts, on Thursday, May 20, 1999, 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 one year; and
2. To transact such other business as may properly come before the
Meeting.
Stockholders owning Company shares at the close of business on March 31,
1999, 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 12, 1999
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 SPECIAL MEETING IN LIEU OF
1999 ANNUAL MEETING OF STOCKHOLDERS
May 20, 1999
The Board of Directors of Spire Corporation is soliciting proxies for the
Special Meeting in Lieu of 1999 Annual Meeting of Stockholders ("Meeting"). This
Proxy Statement contains important information for you to consider when deciding
how to vote on the matters brought before the Meeting. The Meeting will be held
on Thursday, May 20, 1999. This Proxy Statement, proxy card and the 1998 Annual
Report are being mailed to the stockholders on or about April 12, 1999.
PROPOSAL NUMBER ONE
ELECTION OF DIRECTORS
Spire Corporation's By-Laws provide for a minimum of three directors with
the exact number to be voted on by the stockholders at the Meeting. The Board of
Directors has recommended for this Meeting that the number of directors be fixed
at six and has nominated six persons for election as directors as noted below.
Each director will hold office until the next Annual Meeting of Stockholders and
until his successor is duly elected by the stockholders.
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 below 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
six directors.
All of the nominees are currently directors. The following table sets forth
the year each nominee was elected a director and the recent business experience
of each nominee.
MICHAEL T. ECKHART
DIRECTOR SINCE 1997
Mr. Eckhart, age 50, is a project director of the SolarBank Program of Solar
International Management, Inc., 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 is a member of the Institute of Electrical and Electronic Engineers,
the American Solar Energy Society and the International Solar Energy Society. He
holds a B.S. in Electrical Engineering from Purdue University and an M.B.A. from
Harvard Business School.
A. JOHN GALE
DIRECTOR SINCE 1969
Mr. Gale, age 84, 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 was Chairman of
the Board of Directors of the Company from 1969 to 1983. He received his B.S.C.
from King's College, London University in 1936, with special honors in physics.
<PAGE> 4
UDO HENSELER
DIRECTOR SINCE 1992
Dr. Henseler, age 59, 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 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 University.
ROGER G. LITTLE
DIRECTOR SINCE 1969
Mr. Little, age 58, was the founder of Spire Corporation in 1969, and has been
Chairman of the Board of Directors, Chief Executive Officer and President of the
Company. He has served on many committees and advisory boards related to small
business innovative research, the transfer and commercialization of technology,
the worldwide growth of the photovoltaics industry, and the development of sound
renewable energy policies. 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
DIRECTOR SINCE 1991
Mr. Redmond, age 45, has been managing director, Internet and software services
sector analyst in the Equity Research Department of John G. Kinnard & Co., an
investment banking firm, since November 1998. During most of 1998, he was
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. He was designated a Chartered Financial
Analyst in 1988. 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
DIRECTOR SINCE 1970
Mr. Tarello, age 67, 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 Corporation in 1985. Mr. Tarello has been 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 re-electing the six directors listed above.
2
<PAGE> 5
INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND ITS COMMITTEES
The Board of Directors of the Company held four meetings during 1998. 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
table below describes the Board's committees.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
COMMITTEE NUMBER OF
NAME & MEETINGS
MEMBERS IN 1998 PRINCIPAL FUNCTIONS
--------- --------- ------------------------------------------------------------
<C> <C> <S>
Audit 2 - provides a direct line of communication between the Board
Committee of Directors and the Company's independent certified public
accountants
A. J. Gale - reviews the scope and results of the audit by such
U. Henseler independent accountants
J. Tarello - discusses the recommendations of the auditors, if any,
with respect to the Company's financial practices and
procedures
- reviews the Company's internal auditing procedures,
controls, and personnel
Compensation 3 - makes recommendations to the Board of Directors with
Committee respect to:
-- executive compensation
U. Henseler -- bonuses
R. Redmond -- employee benefit plans
- administers the Company's 1996 Equity Incentive Plan
- -----------------------------------------------------------------------------------------
</TABLE>
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 1998, all filing requirements applicable to its
officers, directors and greater than 10% beneficial owners were complied with.
OWNERSHIP OF SECURITIES
The following table below shows how the Company common stock is owned by
the directors, executive officers and owners of more than 5% of the Company's
outstanding common stock as of February 26, 1999. Each person or entity
maintains a mailing address c/o the Company, One Patriots Park, Bedford,
Massachusetts 01730-2396.
3
<PAGE> 6
- --------------------------------------------------------------------------------
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
<TABLE>
<CAPTION>
NUMBER OF RIGHT TO PERCENT OF
SHARES OWNED ACQUIRE COMMON STOCK
NAME (1) (2) (3)(4)
- ---- ------------ -------- ------------
<S> <C> <C> <C>
Michael T. Eckhart...................................... 0 1,250 *
A. John Gale............................................ 9,250 2,500 *
Richard S. Gregorio..................................... 4,000 8,500 *
Udo Henseler............................................ 0 7,250 *
Stephen J. Hogan........................................ 4,900 5,000 *
Roger G. Little(5)...................................... 1,418,450 0 43.7%
Everett S. McGinley..................................... 0 5,000 *
Roger G. Redmond(6)..................................... 200 2,500 *
Ronald S. Scharlack..................................... 1,000 5,000 *
John A. Tarello......................................... 6,000 1,250 *
Spire Corporation 401(k) Profit Sharing Plan(7)......... 229,014 0 7.1%
Directors and Officers as a group (10 persons on
February 26, 1999 including those named above)........ 1,443,800 38,250 45.2%
</TABLE>
- ---------------
* Less than 1%
(1) Includes shares for which the named person:
- has sole voting and investment power, or
- has shared voting and investment power with his spouse, unless
otherwise indicated in the footnotes.
Excludes shares that may be acquired through stock option exercises.
(2) Shares that can be acquired through stock option exercises through April 27,
1999.
(3) Based on 3,243,766 shares of Common Stock outstanding as of February 26,
1999. 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.
(4) 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.
(5) 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.
(6) Includes 200 shares of Common Stock held by Mr. Redmond as guardian for his
minor children.
(7) 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.
- --------------------------------------------------------------------------------
4
<PAGE> 7
EXECUTIVE OFFICERS
The following table provides information on the executive officers of the
Company. All the 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.
ROGER G. LITTLE
CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICE AND PRESIDENT
Mr. Little, age 58, 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.
RICHARD S. GREGORIO
VICE PRESIDENT, CHIEF FINANCIAL OFFICER, TREASURER, PRINCIPAL ACCOUNTING
OFFICER, AND CLERK
Mr. Gregorio, age 43, 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 May 1998.
STEPHEN J. HOGAN
VICE PRESIDENT AND GENERAL MANAGER, PHOTOVOLTAICS
Mr. Hogan, age 47, joined the Company in 1984 as Manager, Process Development.
He was named Sales Manager, Photovoltaic Equipment, in 1988, Manager,
Engineering and Manufacturing in 1990, Director of Photovoltaic Business
Development in March 1997, and Vice President and General Manager,
Photovoltaics, in November 1997. He was most recently elected to his office in
May 1998.
EVERETT S. MCGINLEY
VICE PRESIDENT, BUSINESS DEVELOPMENT AND VICE PRESIDENT AND GENERAL MANAGER,
OPTOELECTRONICS
Dr. McGinley, age 40, joined the Company in 1997 as Vice President and General
Manager, Optoelectronics. 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 and alternative energy technologies. From 1991 to 1993, he was
product manager for Balzers, Inc. a semiconductor production equipment and
instrumentation manufacturer. He was most recently elected to his offices in May
1998.
RONALD S. SCHARLACK
VICE PRESIDENT AND GENERAL MANAGER, BIOMEDICAL
Mr. Scharlack, age 53, 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. He was
most recently elected to his office in May 1998.
5
<PAGE> 8
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 $907,000 in
1998.
COMPENSATION OF OFFICERS AND DIRECTORS
This table describes the cash compensation paid to all the executive
officers of the Company who were serving as executive officers on December 31,
1998:
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>
Richard S. Gregorio...... 1998 $120,060 $6,016 N/A 2,000 $6,095
1997 115,909 6,190 5,000 5,596
1996 109,264 2,658 13,000 4,630
Stephen J. Hogan(3)...... 1998 $109,576 $4,123 N/A 5,000 $4,562
1997 96,902 2,636 5,000 2,843
1996 89,303 1,597 15,000 2,501
Roger G. Little.......... 1998 $196,336 $9,352 N/A 0 $7,116
1997 180,999 9,752 0 6,297
1996 172,395 3,983 0 6,908
Everett S. McGinley(4)... 1998 $123,665 0 N/A 5,000 $1,000
1997 60,050 0 20,000 616
Ronald S. Scharlack(5)... 1998 $107,934 0 N/A 20,000 $4,567
</TABLE>
- ---------------
(1) In 1996, 1997 and 1998, the Company paid certain executives performance
based bonuses relating to the Company's preceding fiscal years.
(2) Includes Company's matching portion of 401(k) plan contributions available
to all employees paid in Company Common Stock, which vests according to a
schedule, and premiums on term life insurance policies provided to all
executive officers. The matching 401(k) plan contributions are valued at the
closing stock price on the last trading day of December in each year.
(3) Mr. Hogan became an officer in November 1997.
(4) Dr. McGinley became an officer in August 1997.
(5) Mr. Scharlack became an officer in January 1998.
6
<PAGE> 9
STOCK OPTIONS
This table describes stock options granted to the executive officers from
the Company's 1996 Equity Incentive Plan for the fiscal year ended December 31,
1998:
1998 INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
NUMBER OF SECURITIES % OF TOTAL OPTIONS EXERCISE OR
UNDERLYING OPTIONS GRANTED TO EMPLOYEES BASE PRICE EXPIRATION
NAME GRANTED(#) IN FISCAL YEAR ($/SHARE) DATE
- ---- -------------------- -------------------- ----------- ----------
<S> <C> <C> <C> <C>
Richard S. Gregorio............. 2,000(1) 2% $ 7.75 5/21/08
Stephen J. Hogan................ 5,000(2) 4% 7.75 5/21/08
Everett S. McGinley............. 5,000(3) 4% 7.75 5/21/08
Ronald S. Scharlack............. 20,000(4) 16% 15.79 3/19/08
</TABLE>
- ---------------
(1) The option granted to Mr. Gregorio was granted in May 1998 under the
Company's 1996 Equity Incentive Plan and expires ten years from the date of
grant. The option vests with respect to 500 shares in each of 1999, 2000,
2001 and 2002.
(2) The option granted to Mr. Hogan was granted in May 1998 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 1999, 2000, 2001 and
2002.
(3) The option granted to Dr. McGinley was granted in May 1998 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 1999, 2000,
2001 and 2002.
(4) The option granted to Mr. Scharlack was granted in March 1998 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 1999, 2000,
2001 and 2002.
The following table provides information about option exercises in 1998 and
the value of unexercised options held as of December 31, 1998 by Mr. Gregorio,
Mr. Hogan, Dr. McGinley and Mr. Scharlack (no options were held by Mr. Little):
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES VALUE UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED ON REALIZED OPTIONS AT FISCAL YEAR END(#) FISCAL YEAR($)
NAME EXERCISES ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ----------- -------- ------------------------------ -------------------------
<S> <C> <C> <C> <C>
Richard S. Gregorio... 7,000 $76,477 8,500/11,500 $2,683/$2,128
Stephen J. Hogan...... 5,100 $41,525 5,000/15,000 1,388/2,313
Everett S. McGinley... 0 0 5,000/20,000 0/0
Ronald S. Scharlack... 0 0 0/20,000 0/0
</TABLE>
7
<PAGE> 10
DIRECTORS' COMPENSATION
Spire Corporation does not pay its directors who are also officers of the
Company any additional compensation for services as directors. In 1998, the
compensation for non-employee directors included the following:
- $6,000.00 per year payable in quarterly installments;
- $1,000.00 per Board meeting attended; and
- Expenses associated with attending the Board and Committee meetings.
Non-employee directors may participate in the 1996 Equity Incentive Plan.
This table describes stock options granted to non-employee directors from the
Company's 1996 Equity Incentive Plan for the fiscal year ended December 31,
1998:
1998 INDIVIDUAL NON-EMPLOYEE DIRECTOR GRANTS
<TABLE>
<CAPTION>
NUMBER OF SECURITIES EXERCISE OR
UNDERLYING OPTIONS BASE PRICE EXPIRATION
NAME GRANTED(#)(1) ($/SHARE) DATE
- ---- -------------------- ----------- ----------
<S> <C> <C> <C>
A. John Gale................................... 5,000 15.88 3/19/08
Udo Henseler................................... 5,000 15.88 3/19/08
Roger W. Redmond............................... 5,000 15.88 3/19/08
John A. Tarello................................ 5,000 15.88 3/19/08
</TABLE>
- ---------------
(1) The options vest with respect to 1,250 shares in each of 1999, 2000, 2001
and 2002.
SELECTION OF AUDITORS
The Board of Directors of Spire Corporation has selected KPMG Peat Marwick
as the Company's independent public accountants for the current fiscal year.
They have served as accountants for the Company since 1983. Representatives of
KPMG Peat Marwick LLP are expected to attend the Meeting in order to respond to
questions from the stockholders and will have the opportunity to make a
statement.
PROXIES AND VOTING AT THE MEETING
Each signed and returned proxy will be voted in accordance with any
instructions of the stockholder(s) executing the 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
8
<PAGE> 11
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 31, 1999, as the record date for determining the
stockholders entitled to vote at the Meeting. On that date there were 3,243,766
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.
STOCKHOLDER PROPOSALS
In order to be considered for presentation at the 2000 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, 1999.
By Order of the Board of Directors
/s/ Richard S. Gregorio
Richard S. Gregorio, Clerk
April 12, 1999
9
<PAGE> 12
SPIRE CORPORATION
PROXY FOR SPECIAL MEETING IN LIEU OF 1999 ANNUAL MEETING OF STOCKHOLDERS
MAY 20, 1999
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 Meeting and related
Proxy Statement at the Special Meeting in Lieu of 1999 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 20, 1999, 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)
-----------
SEE REVERSE
SIDE
-----------
<PAGE> 13
[x] PLEASE MARK
VOTES AS IN THIS
EXAMPLE
<TABLE>
<CAPTION>
YOUR SHARES WILL BE VOTED FOR THE FOLLOWING PROPOSALS UNLESS OTHERWISE INDICATED.
<S> <C> <C> <C>
FOR WITHHELD
1. ELECTION OF [ ] [ ] To fix the number of directors at six and to elect the following six
DIRECTORS. persons: Michael T. Eckhart, A. John Gale, Udo Henseler, Roger G. Little,
Roger W. Redmond and John A. Tarello.
FOR, except vote WITHHELD from the
following nominee(s):
- ----------------------------------------
MARK HERE FOR ADDRESS CHANGE [ ]
AND NOTE AT LEFT
SIGNATURE(S) DATE , 1999
------------------------------------------------------------------------------------- -------------
Please sign exactly as your name appears heron. When shares are held by joint tenants, both should sign. Fiduciaries and
corporate officers should indicate their full titles.
</TABLE>
