UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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 [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
SPIRE CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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SEC 1913 (3-99)
<PAGE>
SPIRE CORPORATION
ONE PATRIOTS PARK
BEDFORD, MASSACHUSETTS 01730-2396
NOTICE OF SPECIAL MEETING IN LIEU OF
2000 ANNUAL MEETING OF STOCKHOLDERS
The Special Meeting in Lieu of 2000 Annual Meeting of Stockholders
("Meeting") of Spire Corporation ("Company") will be held at Spire Corporation,
One Patriots Park, Bedford, Massachusetts, on Tuesday, May 23, 2000, 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 one year, leaving one vacancy; 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,
2000, 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
----------------------------------
Richard S. Gregorio, CLERK
April 4, 2000
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>
SPIRE CORPORATION
ONE PATRIOTS PARK
BEDFORD, MASSACHUSETTS 01730-2396
PROXY STATEMENT FOR SPECIAL MEETING IN LIEU OF
2000 ANNUAL MEETING OF STOCKHOLDERS
MAY 23, 2000
The Board of Directors of Spire Corporation is soliciting proxies for the
Special Meeting in Lieu of 2000 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 Tuesday, May 23, 2000. This Proxy Statement, proxy card and the 1999 Annual
Report and Form 10-KSB are being mailed to the stockholders on or about April 4,
2000.
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 seven and has nominated six persons for election as directors as noted below,
leaving one vacancy. 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 seven and to elect the seven 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 seven directors.
All of the nominees are currently directors. A. John Gale has decided not
to stand for reelection. 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 51, is President of Solar International Management, Inc. (SIM),
and director of SIM's SolarBank Program, a planned capital fund for solar
photovoltaic markets. From 1989 to 1996, he served as president of United Power
Systems, an 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.
- --------------------------------------------------------------------------------
UDO HENSELER
DIRECTOR SINCE 1992
Dr. Henseler, age 60, was Vice President and Chief Financial Officer of Qualicon
Corporation, a DuPont company until his retirement in January 2000. Qualicon is
a developer and manufacturer of analytical instruments for testing of
biologically derived products. Until February of 1996 he was Senior Vice
President, Chief Financial Officer and a Director of Andrx Corporation, a
biotechnology/pharmaceutical company in Florida. He is the owner of MSI
Management Services International, a financial and business advisory firm. Dr.
Henseler holds a B.A. from the Academy of Commerce and Administration, Cologne,
Germany, and Masters and Ph.D. degrees from Claremont Graduate University. He is
a Certified Public Accountant.
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<PAGE>
- --------------------------------------------------------------------------------
ROGER G. LITTLE
DIRECTOR SINCE 1969
Mr. Little, age 59, 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 46, has since June 1999, been a managing director and the head
of research, Goldsmith, Agio, Helms and Company, a private investment banking
firm specializing in representing sellers of private, public and closely held
companies. From November 1998 to May 1999, Mr. Redmond was the managing
director, Internet and software services sector analyst in the Equity Research
Department of John G. Kinnard & Co., an investment banking firm. During most of
1998, he was President and Chief Executive Officer of Teletraining Systems,
Inc., which trains and educates employees by means of database 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.
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JOHN A. TARELLO
DIRECTOR SINCE 1970
Mr. Tarello, age 68, was 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. From 1985 until December 1999 he was also Treasurer and Chief
Financial Officer of Analogic Corporation until his retirement in December 1999.
Mr. Tarello has been a director of Analogic Corporation since 1979. Mr. Tarello
attended Burdett College.
- --------------------------------------------------------------------------------
ANTHONY G. VISCOGLIOSI
DIRECTOR SINCE DECEMBER 1999
Mr. Viscogliosi, age 37, has since September 1999, been senior managing partner
of Viscogliosi Brothers, LLC, a private venture capital, merchant banking, and
investment banking firm dedicated exclusively to the musculoskeletal healthcare
industry. From April 1998 to August 1999, Mr. Viscogliosi was Senior Vice
President and Director of Medical Technology at Stifel, Nicolaus & Company. He
held similar positions at Rodman & Renshaw, Inc. and First Albany Corporation.
In addition, he held positions as a Director of Reasearch and as an Associate
Director of Research. Mr. Viscogliosi holds a B.S. from the University of
Michigan.
================================================================================
The Board of Directors recommends a vote FOR fixing the number of
directors at seven and for re-electing the six directors listed above, leaving
one vacancy.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND ITS COMMITTEES
The Board of Directors of the Company held five meetings during 1999.
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.
2
<PAGE>
================ ================ =============================================
Committee Name & Number of
Members Meetings in 1999 Principal Functions
- ---------------- ---------------- ---------------------------------------------
Audit 1 o Review and recommend to the directors the
Committee independent auditors to be selected to
audit the financial statements of the
Company and its divisions and
subsidiaries.
M. Eckhart
U. Henseler o Meet with the independent auditors and
J. Tarello financial management of the Company to
review the scope of the proposed audit for
the current year and the audit procedures
to be utilized, and at the conclusion
thereof review such audit, including any
comments or recommendations of the
independent auditors.
o Review with the independent auditors and
financial and accounting personnel, the
adequacy and effectiveness of the
accounting and financial controls of the
Company, and elicit any recommendations
for the improvement of such internal
control procedures or particular areas
where new or more detailed controls or
procedures are desirable.
o Review the financial statements contained
in the annual report to shareholders with
management and the independent auditors to
determine that the independent auditors
are satisfied with the disclosure and
content of the financial statements to be
presented to the shareholders.
o Provide sufficient opportunity for the
independent auditors to meet with the
members of the Audit Committee without
members of management present.
o Review accounting and financial human
resources and succession planning within
the Company.
o Submit the minutes of all meetings of the
Audit Committee to, or discuss the matters
discussed at each committee meeting with
the Board of Directors.
o Investigate any matter brought to its
attention within the scope of its duties
with the power to retain outside counsel
for this purpose if, in its judgment, that
is appropriate.
- ---------------- ---------------- ---------------------------------------------
Compensation 3 o Make recommendations to the Board of
Committee Directors with respect to:
- executive compensation
- bonuses
U. Henseler - employee benefit plans
R. Redmond
o Administer the Company's 1996 Equity
Incentive Plan.
================ ================= =============================================
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 1999, all filing
3
<PAGE>
requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with, except that Roger G. Little, Chairman of
the Board, Chief Executive Officer and President of the Company, made a late
filing of a Form 4 covering a gift of the Company's Common Stock.
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 29, 2000. Each person or entity
maintains a mailing address c/o the Company, One Patriots Park, Bedford,
Massachusetts 01730-2396.
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
<TABLE><CAPTION>
=========================================================== ============ ================ ============
Number of Percent of
Shares Owned Right to Acquire Common Stock
Name (1) (2) (3)(4)
- ----------------------------------------------------------- ------------ ---------------- ------------
<S> <C> <C> <C>
Michael T. Eckhart 0 3,750 *
- ----------------------------------------------------------- ------------ ---------------- ------------
A. John Gale 10,500 5,000 *
- ----------------------------------------------------------- ------------ ---------------- ------------
Richard S. Gregorio 0 3,000 *
- ----------------------------------------------------------- ------------ ---------------- ------------
Udo Henseler 0 3,750 *
- ----------------------------------------------------------- ------------ ---------------- ------------
Stephen J. Hogan 8,500 6,250 *
- ----------------------------------------------------------- ------------ ---------------- ------------
Roger G. Little (5) 1,250,292 0 38.1%
- ----------------------------------------------------------- ------------ ---------------- ------------
Roger G. Redmond 0 5,000 *
- ----------------------------------------------------------- ------------ ---------------- ------------
John A. Tarello 6,000 3,750 *
- ----------------------------------------------------------- ------------ ---------------- ------------
Anthony G. Viscogliosi 0 0 0
- ----------------------------------------------------------- ------------ ---------------- ------------
Spire Corporation 401(k) Profit Sharing Plan (6) 215,696 N/A 6%
- ----------------------------------------------------------- ------------ ---------------- ------------
Directors and Officers as a group (9 persons on February
29, 2000 including those named above) 1,275,292 30,500 38.8%
=========================================================== ============ ================ ============
</TABLE>
- --------------------
* Less than 1%
(1) Includes shares for which the named person:
o has sole voting and investment power, or
o 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
29, 2000.
(3) Based on 3,283,088 shares of Common Stock outstanding as of February 29,
2000. 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 1,248,842 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.
4
<PAGE>
(6) 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.
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 OFFICER AND PRESIDENT
Mr. Little, age 59, 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 44, 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 1999.
- --------------------------------------------------------------------------------
STEPHEN J. HOGAN
VICE PRESIDENT AND GENERAL MANAGER, SPIRE SOLAR
Mr. Hogan, age 48, 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 1999.
- --------------------------------------------------------------------------------
MARK C. LITTLE
GENERAL MANAGER, SPIRE BIOMEDICAL
Mr. Little, age 38, joined the Company in 1994 as Medical Device Engineer. He
was named Assistant General Manager, Spire Biomedical, in March 1999, and
General Manager, Spire Biomedical, in January 2000. Prior to joining Spire, Mr.
Little was an investment banker for Paine Weber and prior to that he held a
similar position at J.W. Gant Clearing House. Roger Little and Mark Little are
father and son.
================================================================================
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 exercised an option to extend the subleases for an
additional five-year period expiring on November 30, 2005. The agreement
provides for minimum rental payments plus annual increases linked to the
consumer price index. Total rent expense under this sublease was $922,000 in
1999.
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,
1999:
5
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE><CAPTION>
============================= ================================================== ====================== ===================
Long Term
Annual Compensation Compensation
-------------------------------------------------- ----------------------
-------- ------------ ---------- ----------------- ----------------------
Securities All Other
Bonus Other Annual Underlying Compensation
Name Year Salary (1) Compensation Options (#) (2)
- ----------------------------- -------- ------------ ---------- ----------------- ---------------------- -------------------
<S> <C> <C> <C> <C> <C> <C>
Richard S. Gregorio 1999 $100,000 0 N/A 10,000 $2,222
1998 120,060 $6,016 2,000 6,095
1997 115,909 6,190 5,000 5,596
- ----------------------------- -------- ------------ ---------- ----------------- ---------------------- -------------------
Stephen J. Hogan (3) 1999 $100,000 0 N/A 10,000 $1,051
1998 109,576 $4,123 5,000 4,562
1997 96,902 2,636 5,000 2,843
- ----------------------------- -------- ------------ ---------- ----------------- ---------------------- -------------------
Roger G. Little 1999 $120,000 0 N/A 0 $3,363
1998 196,336 $9,352 0 7,116
1997 180,999 9,752 0 6,297
- ----------------------------- -------- ------------ ---------- ----------------- ---------------------- -------------------
Everett S. McGinley (4) 1999 $100,000 0 N/A 0 $946
1998 123,665 0 5,000 1,000
1997 60,050 0 20,000 616
- ----------------------------- -------- ------------ ---------- ----------------- ---------------------- -------------------
Ronald S. Scharlack (5) 19991998 $110,000 0 N/A 0 $1,845
107,934 0 20,000 4,567
============================= ======== ============ ========== ================= ====================== ===================
</TABLE>
(1) In 1997 and 1998, the Company paid certain executives performance based
bonuses relating to the Company's preceding fiscal years.
(2) Includes premiums on term life insurance policies provided to all
executive officers. Also included in the years 1997 and 1998 is the
Company's matching portion of 401(k) plan contributions available to all
employees paid in Company Common Stock, which vests according to a
schedule. The matching 401(k) plan contributions are valued at the closing
stock price on the last trading day of December in each year. During 1999
the Company temporarily suspended the 401(k) Plan matching contributions.
(3) Mr. Hogan became an officer in November 1997.
(4) Dr. McGinley became an officer in August 1997 and resigned as an officer
in December 1999.
(5) Mr. Scharlack became an officer in January 1998 and resigned as an officer
in January 2000.
STOCK OPTIONS
This table describes stock options granted during 1999 to the executive
officers of the Company who were serving as executive officers on December 31,
1999 (no options were granted to Roger Little):
6
<PAGE>
1999 INDIVIDUAL GRANTS
<TABLE><CAPTION>
=========================== ========================== ============================ ================= =====================
Number of Securities % of Total Options Exercise or
Underlying Options Granted To Employees Base Price Expiration
Name Granted (#) (1) in Fiscal Year ($/Share) Date
- --------------------------- -------------------------- ---------------------------- ----------------- ---------------------
<S> <C> <C> <C> <C>
Richard S. Gregorio 10,000 9% $3.563 3/18/09
- --------------------------- -------------------------- ---------------------------- ----------------- ---------------------
Stephen J. Hogan 10,000 9% $3.563 3/18/09
=========================== ========================== ============================ ================= =====================
</TABLE>
(1) The options granted to Messrs. Gregorio and Hogan were granted in March
1999 under the Company's 1996 Equity Incentive Plan and expire ten years
from the date of grant. The option vests with respect to 2,500 shares in
each of 2000, 2001, 2002 and 2003.
The following table provides information about option exercises in 1999
and the value of unexercised options held as of December 31, 1999 by Mr.
Gregorio, Mr. Hogan, Dr. McGinley and Mr. Scharlack (no options were held by
Roger Little):
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE><CAPTION>
=========================== =============== =============== ================================== =============================
Number of Number of Securities Underlying Value of Unexercised
Shares Value Unexercised Options at Fiscal In-the-Money Options at
Acquired on Realized ($) Year End (#) Fiscal Year End ($)
Name Exercises Exercisable/Unexercisable Exercisable/Unexercisable
- --------------------------- --------------- --------------- ---------------------------------- -----------------------------
<S> <C> <C> <C> <C>
Richard S. Gregorio 7,250 $28,045.92 6,250 / 16,500 $12,640 / $32,170
- --------------------------- --------------- --------------- ---------------------------------- -----------------------------
Stephen J. Hogan 7,500 $38,010.00 3,750 / 18,750 $2,500 / $32,170
- --------------------------- --------------- --------------- ---------------------------------- -----------------------------
Everett S. McGinley 1,000 $1,950.00 10,250 / 13,750 $5,625 / $6,250
- --------------------------- --------------- --------------- ---------------------------------- -----------------------------
Ronald S. Scharlack 0 0 5,000 / 15,000 0 / 0
=========================== =============== =============== ================================== =============================
</TABLE>
DIRECTORS' COMPENSATION
Spire Corporation does not pay its directors who are also officers of the
Company any additional compensation for services as directors. In 1999, the
compensation for non-employee directors included the following:
o $6,000.00 per year payable in quarterly installments;
o $1,000.00 per Board meeting attended; and
o Expenses associated with attending the Board and Committee meetings.
Non-employee directors may participate in the 1996 Equity Incentive Plan.
The following table describes stock options granted during 1999 to non-employee
directors of the Company:
7
<PAGE>
1999 INDIVIDUAL NON-EMPLOYEE DIRECTOR GRANTS
<TABLE><CAPTION>
================================= ============================== ============================= =============================
Number of Securities Exercise or
Underlying Options Granted Base Price Expiration
Name (#) (1) ($/Share) Date
- --------------------------------- ------------------------------ ----------------------------- -----------------------------
<S> <C> <C> <C>
Michael T. Eckhart 5,000 $3.563 3/18/09
- --------------------------------- ------------------------------ ----------------------------- -----------------------------
A. John Gale 5,000 3.563 3/18/09
- --------------------------------- ------------------------------ ----------------------------- -----------------------------
Udo Henseler 5,000 3.563 3/18/09
- --------------------------------- ------------------------------ ----------------------------- -----------------------------
Roger W. Redmond 5,000 3.563 3/18/09
- --------------------------------- ------------------------------ ----------------------------- -----------------------------
John A. Tarello 5,000 3.563 3/18/09
- --------------------------------- ------------------------------ ----------------------------- -----------------------------
Anthony G. Viscogliosi 5,000 6.625 12/21/09
================================= ============================== ============================= =============================
</TABLE>
(1) The options vest with respect to 1,250 shares in each of 2000, 2001,
2002 and 2003.
SELECTION OF AUDITORS
The Board of Directors of Spire Corporation has selected KPMG LLP 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 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. The seven nominees for election
as directors at the Meeting who receive the greatest number of votes properly
cast for the election of officers shall be elected the directors of the Company.
Unless otherwise required by law or the Company's Articles of Organization or
By-Laws, approval of all other 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 31, 2000, as the record date for determining
the stockholders entitled to vote at the Meeting. On that date there were
3,285,588 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
8
<PAGE>
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 2001 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 6, 2000.
By Order of the Board of Directors
Richard S. Gregorio, CLERK
April 4, 2000
9
<PAGE>
SPIRE CORPORATION
PROXY FOR SPECIAL MEETING IN LIEU OF 2000 ANNUAL MEETING OF STOCKHOLDERS
MAY 23, 2000
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 2000
Annual Meeting of Stockholders of Spire Corporation, to be held at Spire
Corporation, One Patriots Park, Bedford, Massachusetts at 10:00 a.m. on Tuesday,
May 23, 2000, 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)
- --------------------------------------------------------------------------------
|X| 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: Michael T.
Eckhart, Udo Henseler, Roger G. Little, Roger W. Redmond, John A.
Tarello and Anthony G. Viscogliosi.
|_| FOR |_| WITHHELD
FOR, except vote WITHHELD from the following nominees(s):
----------------------------------------------------
|_| MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
Signature Date , 2000
------------------------- ------------
Signature Date , 2000
------------------------- ------------
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.
