<PAGE>
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
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
HUTCHINSON TECHNOLOGY INCORPORATED
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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>
HUTCHINSON TECHNOLOGY INCORPORATED
40 West Highland Park
Hutchinson, Minnesota 55350
612/587-3797
December 8, 1995
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to be
held at the Minneapolis Marriott City Center Hotel, 30 South Seventh Street,
Minneapolis, Minnesota, commencing at 3:00 p.m., Minneapolis time, on Wednesday,
January 24, 1996.
The Secretary's Notice of Annual Meeting and the Proxy Statement which
follow describe the matters to come before the meeting. During the meeting, we
will also review the activities of the past year and items of general interest
about the Company.
We hope that you will be able to attend the meeting in person and we look
forward to seeing you. Please mark, date and sign the enclosed Proxy and return
it in the accompanying envelope as quickly as possible, even if you plan to
attend the Annual Meeting. You may revoke the Proxy and vote in person at that
time if you so desire.
Sincerely,
[SIGNATURE]
Jeffrey W. Green
CHIEF EXECUTIVE OFFICER
<PAGE>
HUTCHINSON TECHNOLOGY INCORPORATED
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 24, 1996
------------------------
The Annual Meeting of Shareholders of Hutchinson Technology Incorporated
will be held at the Minneapolis Marriott City Center Hotel, 30 South Seventh
Street, Minneapolis, Minnesota, commencing at 3:00 p.m., Minneapolis time, on
Wednesday, January 24, 1996 for the following purposes:
1. To elect a Board of Directors of six directors, to serve until the next
Annual Meeting of Shareholders or until their successors have been duly
elected and qualified.
2. To ratify the appointment of Arthur Andersen LLP as independent public
accountants for the fiscal year ending September 29, 1996.
3. To transact such other business as may properly be brought before the
meeting.
The Board of Directors has fixed November 29, 1995 as the record date for
the meeting, and only shareholders of record at the close of business on that
date are entitled to receive notice of and vote at the meeting.
YOUR PROXY IS IMPORTANT TO ENSURE A QUORUM AT THE MEETING. EVEN IF YOU OWN
ONLY A FEW SHARES, AND WHETHER OR NOT YOU EXPECT TO BE PRESENT, YOU ARE URGENTLY
REQUESTED TO DATE, SIGN AND MAIL THE ENCLOSED PROXY IN THE POSTAGE-PAID ENVELOPE
THAT IS PROVIDED. THE PROXY MAY BE REVOKED BY YOU AT ANY TIME PRIOR TO BEING
EXERCISED, AND RETURNING YOUR PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON
IF YOU ATTEND THE MEETING AND REVOKE THE PROXY.
By Order of the Board of Directors,
[SIGNATURE]
John A. Ingleman
SECRETARY
Hutchinson, Minnesota
December 8, 1995
<PAGE>
------------------------
PROXY STATEMENT
------------------------
GENERAL INFORMATION
The enclosed Proxy is being solicited by the Board of Directors of
Hutchinson Technology Incorporated (the "Company") for use in connection with
the Annual Meeting of Shareholders to be held on Wednesday, January 24, 1996 at
the Minneapolis Marriott City Center Hotel, 30 South Seventh Street,
Minneapolis, Minnesota at 3:00 p.m. and at any adjournments thereof. Only
shareholders of record at the close of business on November 29, 1995 will be
entitled to vote at such meeting or adjournment. Proxies in the accompanying
form which are properly signed, duly returned to an officer of the Company and
not revoked will be voted in the manner specified. A shareholder executing a
Proxy retains the right to revoke it at any time before it is exercised by
notice in writing to an officer of the Company of termination of the Proxy's
authority or a properly signed and duly returned proxy bearing a later date.
The address of the principal executive office of the Company is 40 West
Highland Park, Hutchinson, Minnesota 55350 and the telephone number is (612)
587-3797. The mailing of this Proxy Statement and the Board of Directors' form
of Proxy to shareholders will commence on or about December 8, 1995.
Shareholder proposals intended to be presented at the 1997 Annual Meeting of
Shareholders must be received by the Company at its principal executive office
no later than August 10, 1996 for inclusion in the Proxy Statement for that
meeting.
1
<PAGE>
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth, as of November 28, 1995, the ownership of
Common Stock of the Company by each shareholder who is known by the Company to
own beneficially more than 5% of the outstanding Common Stock of the Company,
each director, each executive officer named in the Summary Compensation Table on
page 9, and all executive officers and directors as a group. At November 28,
1995 there were 5,447,300 shares of Common Stock, par value $.02, issued and
outstanding, each of which is entitled to one vote.
<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER AMOUNT AND NATURE OF PERCENTAGE OF
OR IDENTITY OF GROUP BENEFICIAL OWNERSHIP (1) OUTSTANDING SHARES
- -------------------------------- ------------------------- ------------------
<S> <C> <C>
FMR Corp. 622,000(2) 11.42%
Boston, Massachusetts 02109
Jeffrey W. Green 445,581(3) 8.02
Sioux Falls, South Dakota 57103
Wayne M. Fortun 174,936(4) 3.16
W. Thomas Brunberg 550(5) *
James E. Donaghy 100(6) *
Harry C. Ervin, Jr. 2,500 *
Richard N. Rosett 4,145(7) *
John A. Ingleman 43,090(8) *
Richard C. Myers 48,115(9) *
R. Scott Schaefer 14,440(10) *
Executive officers and directors 786,330(11) 13.71
as a group (13 persons)
</TABLE>
- --------------------------
* Less than 1%.
(1)Unless otherwise indicated in the footnotes to this table, the listed
beneficial owner has sole voting power and investment power with respect to
such shares.
(2)The number of shares noted above is based upon information reported to the
Securities and Exchange Commission (the "SEC") in Amendment No. 1 to
Schedule 13G filed by FMR Corp. ("FMR") on August 10, 1995, a copy of which
was provided to the Company by FMR, and reflects the beneficial ownership of
FMR as of July 31, 1995.
(3)Of these shares, 220 are held by Mr. Green in joint tenancy with his wife
and 44,600 shares are held in an IRA for Mr. Green. Includes 107,100 shares
covered by currently exercisable options granted to Mr. Green.
(4)Of these shares, 5,575 are held by Mr. Fortun in joint tenancy with his
wife. Includes 96,390 shares covered by currently exercisable options
granted to Mr. Fortun.
(5)Of these shares, 250 shares are held in trusts, 200 shares are held in an
IRA for Mr. Brunberg and 100 shares are held in an IRA for Mr. Brunberg's
wife.
(6)All of these shares are held in a living trust of which Mr. Donaghy is
settlor, beneficiary and co-trustee, and over which he exercises both
investment control and the power to revoke the trust.
(7)Includes 100 shares held in an IRA for Mr. Rosett's wife.
(8)Of these shares, 23,900 are held by Mr. Ingleman in joint tenancy with his
wife and 100 are held by Mr. Ingleman as custodian for his son under the
Minnesota Uniform Transfers to Minors Act. Includes 19,090 shares covered by
currently exercisable options granted to Mr. Ingleman.
(9)Of these shares, 20,400 are held by Mr. Myers in joint tenancy with his
wife. Includes 27,170 shares covered by currently exercisable options
granted to Mr. Myers.
(10) All of these shares are covered by currently exercisable options granted to
Mr. Schaefer.
(11) Includes 288,182 shares covered by currently exercisable options granted to
nine executive officers of the Company.
2
<PAGE>
ELECTION OF DIRECTORS
The By-Laws of the Company provide that the business of the Company shall be
managed by or under the direction of a Board of Directors of not less than three
nor more than nine directors, which number shall be determined by the
shareholders at their annual meeting. Each director shall be elected at the
Annual Meeting of Shareholders for a term of one year or until a successor is
elected and has qualified. The Board of Directors has recommended that the
number of directors to be elected for the ensuing year be set at six and has
nominated the six persons named below for election as directors. Proxies
solicited by the Board of Directors will, unless otherwise directed, be voted to
elect the six nominees named below to constitute the entire Board of Directors.
All of the nominees named below are current directors of the Company. Each
nominee has indicated a willingness to serve as a director for the ensuing year,
but in case any nominee is not a candidate at the meeting for any reason, the
Proxies named in the enclosed form of Proxy may vote for a substitute nominee in
their discretion.
The affirmative vote of the holders of a majority of the voting power of the
outstanding shares of Common Stock of the Company present and entitled to vote
on the election of directors is required for election to the Board of Directors
of each of the six nominees named below. For this purpose, a shareholder voting
through a Proxy who abstains with respect to the election of directors is
considered to be present and entitled to vote on the election of directors at
the meeting, and is in effect a negative vote, but a shareholder (including a
broker) who does not give authority to a Proxy to vote, or withholds authority
to vote, on the election of directors shall not be considered present and
entitled to vote on the election of directors.
The following table sets forth certain information as to each nominee for
the office of director:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------- --- --------------------------------------------------------
<S> <C> <C>
Jeffrey W. Green 55 Chairman, Chief Executive Officer and Director
Wayne M. Fortun 46 President, Chief Operating Officer and Director
W. Thomas Brunberg 55 Director
James E. Donaghy 61 Director
Harry C. Ervin, Jr. 66 Director
Richard N. Rosett 67 Director
</TABLE>
Mr. Green is a co-founder of the Company and has served as a director since
the Company's formation in 1965. He was elected to his present position in
January 1983.
Mr. Fortun was elected a director in 1983. He has been with the Company
since 1975 and was elected President in January 1983 and Chief Operating Officer
in January 1985.
Mr. Brunberg became a director of the Company in 1975. He is a certified
public accountant and has been a shareholder in the Minneapolis accounting firm
of Brunberg, Thoresen & Associates, Ltd. since March 1991. He was a partner in
the Minneapolis office of the accounting firm of Pannell Kerr Forster from 1987
through January 1991, which firm filed a petition under the Federal bankruptcy
laws in 1993.
3
<PAGE>
Mr. Donaghy became a director of the Company in 1992. Since January 1991,
Mr. Donaghy has been the Chief Executive Officer and President of Sheldahl,
Inc., a manufacturer of laminates, composite materials and flexible electronic
interconnects. From March 1988 to January 1991, Mr. Donaghy was the President of
Sheldahl.
Mr. Ervin became a director of the Company in 1969. Since April 1988, Mr.
Ervin has been a Vice President of Dain Bosworth Incorporated, an investment
banking firm, with that firm's Minneapolis office.
Mr. Rosett became a director of the Company in 1986. He has been Dean of the
College of Business of the Rochester Institute of Technology since July 1990.
None of the above nominees is related to each other or to any executive
officer of the Company, except that Mr. Rosett is married to Mr. Green's first
cousin.
The Company has an audit committee consisting of Richard N. Rosett, W.
Thomas Brunberg and Harry C. Ervin, Jr. The audit committee had two meetings in
fiscal 1995. The audit committee meets with the Chief Financial Officer, the
Company's internal auditor and independent public accountants and approves the
scope and timing of the independent public accountants' audit, evaluates the
independent public accountants' opinions as to internal controls and discusses
the meaning and significance of the audited financial results. The Company has a
compensation committee consisting of W. Thomas Brunberg, Harry C. Ervin, Jr. and
James E. Donaghy, which grants or makes recommendations to the Board of
Directors concerning employee stock options, bonuses and other compensation. The
compensation committee had two meetings in fiscal 1995. The Company does not
have a nominating committee.
The Board of Directors held six meetings during fiscal 1995.
Each non-employee director of the Company receives an annual fee of $16,000
and a fee of $900 for each Board meeting and $500 for each Board committee
meeting attended by the director.
All persons serving as non-employee directors of the Company on or at any
time after December 31, 1991 are entitled to receive retirement benefits under
the Company's Directors' Retirement Plan (the "Retirement Plan"). Under the
Retirement Plan, following cessation of service as a director of the Company (i)
after at least five years of service on the Board of Directors, (ii) upon
reaching age 65, or (iii) regardless of the length of service on the Board of
Directors, as a result of such non-employee director's death or permanent
disability while a director, a non-employee director (or his or her beneficiary)
will receive a cash retirement benefit equal on an annual basis to the amount of
the annual retainer fee (exclusive of meeting fees) in effect at the time such
individual ceases to serve on the Board of Directors. The benefit is payable no
less frequently than annually for a period equal to one-half of the period such
non-employee director served on the Board of Directors up to a maximum payment
period of five years. Payments otherwise due in installments may become payable
in a lump sum upon the occurrence of certain change of control events specified
in the Retirement Plan.
4
<PAGE>
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The compensation committee of the Company's Board of Directors (the
"Committee"), which is composed entirely of independent, outside directors,
establishes the general compensation policies of the Company and specific
compensation for each executive officer of the Company, and administers the
Company's stock option program. The Committee's intent is to make the
compensation packages of the executive officers of the Company sufficient to
attract and retain persons of exceptional quality, and to provide effective
incentives to motivate and reward Company executives for achieving the financial
and strategic goals of the Company essential to the Company's long-term success
and to growth in shareholder value. The Company's executive compensation package
consists of three main components: (1) base salary; (2) annual cash bonuses; and
(3) stock options. Internal Revenue Code Section 162(m) generally limits the
deductibility of compensation over $1 million paid by a company to certain
executive officers. Other than the provision in the Company's 1988 Stock Option
Plan (the "Plan") which limits the maximum number of shares that may be awarded
to any employee under the Plan in any calendar year to 100,000 shares (which is
intended to preserve the Company's tax deduction for awards granted under the
Plan), the Company currently does not have a policy with respect to Section
162(m), as it is likely that all compensation paid by the Company to any of its
executive officers will be deductible by the Company.
BASE SALARY
The base salary of each of the executive officers, including the Company's
Chief Executive Officer (the "CEO"), is determined annually by the Committee
after considering the compensation levels of personnel with similar
responsibilities at other companies in the high technology industry and
manufacturing generally, the Company's financial performance during the prior
fiscal year, and, in the case of executive officers other than the CEO and the
Company's Chief Operating Officer (the "COO"), the individual performance of
each executive officer. Salary decisions concerning executive officers are made
by the Committee at the beginning of each fiscal year of the Company in a review
process which includes recommendations of the CEO and the COO for all executive
officers other than themselves.
To maintain a competitive level of executive compensation and retain
superior personnel, the Committee annually evaluates the salary for each
executive officer's position based on two surveys on executive compensation for
manufacturers in the high technology industry and for manufacturers generally.
Using these compensation surveys, the base salaries of the CEO and the COO are
targeted by the Committee to be above the midrange of their respective salary
ranges. With respect to all other executive officers, base salaries are targeted
initially to be in line with the industry median for similar positions as
presented in these compensation surveys, with variations above or below the
median based on individual performance, experience and job responsibility. Three
of the four peer companies constituting the Peer Composite Index presented in
the performance graph on page 12 of this Proxy Statement are included in one of
the compensation surveys.
With respect to all executive officers, including both the CEO and the COO,
in addition to such compensation surveys the Company's financial performance
during the prior fiscal year is given significant weight in the Committee's
annual review of base salaries. Current measures of financial performance are
operating income and return on assets, each of which is of substantially
equivalent importance in determining compensation. With respect to all executive
officers other than the CEO
5
<PAGE>
and the COO, the Committee's review of base salaries also takes into account, to
a lesser extent, individual performance and achievements in the prior fiscal
year that contributed to the financial performance of the Company.
Based on a review of the compensation surveys described above and on the
Company's financial performance during fiscal year 1995, the CEO and the COO
received base salary increases for fiscal year 1996.
ANNUAL INCENTIVE COMPENSATION
Under the Company's bonus program (the "Incentive Compensation Program"),
each executive officer is eligible to receive a cash bonus for each fiscal year,
contingent upon the Company's financial performance as well as, in the case of
officers other than the CEO and the COO, each individual officer's performance.
The Incentive Compensation Program is designed to motivate each executive
officer to maximize his or her individual performance while attaining or
exceeding corporate performance goals.
Bonuses for executive officers other than the CEO and the COO are calculated
using two tables reviewed and approved by the Committee, in conjunction with
recommendations by the CEO and the COO, at the start of each fiscal year. One
table is used to derive "corporate performance points", a measure of overall
corporate financial performance based on operating income and return on assets.
Bonuses are paid to executive officers under the Incentive Compensation Program
only if the Company achieves prescribed levels of both operating income and
return on assets sufficient to generate "points" on the table.
Once a threshold level of corporate performance is achieved, a second table
is used to establish actual bonuses to be paid to each officer. The second table
matches corporate performance points, derived from the first table, against an
individual performance point average ("IPPA"), a measure of each individual
officer's performance, to determine the bonus to be awarded. Fifty percent of
each individual officer's IPPA is based upon an annual written performance
appraisal that is prepared by the COO following interviews with each officer's
peers and subordinates and discussion with the CEO. The appraisal assesses the
individual's performance in a number of areas, including leadership, vision
setting, motivation and development of employees, and global economic marketing
and business know-how. The remaining fifty percent of the IPPA is based on
quarterly assessments by the COO of each officer's achievement of specific
"results objectives", developed by turning corporate financial and strategic
goals into specific personal objectives to be accomplished. These "results
objectives" are reviewed and redefined each fiscal quarter after discussions
with each officer.
The Company's fiscal year 1995 financial performance was above the
prescribed threshold levels contained in the corporate performance table
described above. With respect to executive officers other than the CEO and the
COO, the corporate performance points derived from the first table were matched,
in the second table described above, against each individual executive officer's
IPPA to determine the fiscal year 1995 bonuses awarded to each such officer.
With respect to the CEO and the COO, the annual cash bonus under the
Incentive Compensation Program is based solely on the Company's financial
performance (operating income and return on assets) during the fiscal year.
Based on the Company's record performance with respect to operating income and
return on assets, the CEO and the COO received bonuses of $200,000 each for
fiscal year 1995.
6
<PAGE>
In addition to the Incentive Compensation Program, the Company has a
profit-sharing program whereby 10% of the Company's pre-tax earnings for each
fiscal quarter are paid out to all eligible employees. Each such employee
receives that percentage of the 10% pool of quarterly pre-tax earnings equal to
the percentage which such employee's cumulative base salary for the twelve prior
fiscal quarters represents of the total cumulative base salaries paid to all
eligible employees in such fiscal quarters. Executive officers are eligible to
receive their ratable share of such quarterly pre-tax earnings for a fiscal year
only if they do not receive a bonus under the Incentive Compensation Program for
that fiscal year. Because each executive officer received a bonus under the
Incentive Compensation Program for fiscal year 1995, no executive officer
received any payments under the profit-sharing program.
STOCK OPTIONS
The Company's stock option program is intended to provide a long-term
incentive for executive officers and other key employees. The purpose of the
program is to promote the interests of the Company and its shareholders by
providing all employees with an opportunity to acquire a proprietary interest in
the Company and thereby develop a stronger incentive to put forth maximum effort
for the continued success and growth of the Company. In addition, it is believed
that the opportunity to acquire a proprietary interest in the Company will aid
in attracting and retaining personnel of outstanding ability.
The Company's 1988 Stock Option Plan (the "Plan") is administered by the
Committee and authorizes the Committee to grant to key employees, including all
executive officers, options to purchase Common Stock of the Company. Generally,
options are granted annually to purchase shares of Common Stock over a ten-year
period at the fair market value per share at the time the options are granted.
Options granted during fiscal year 1995 are not exercisable for one year after
the date of grant.
A pool of option shares is divided annually among the Company's senior
management, including executive officers, selected to receive stock options.
Potential recipients and the number of shares to be awarded to each recipient
are proposed by the COO on the basis of his view of the overall strategic
contribution of such individuals to corporate performance. The Committee reviews
and approves the final list of such option recipients and the amounts of the
awards.
In order to create stronger performance and retention incentives for the CEO
and the COO of the Company, the Committee periodically may consider additional
significant option grants under the Plan to these individuals on the same terms
as all other options granted by the Committee to other employees of the Company.
The CEO and the COO will not receive option grants as a part of the pool of
shares described above if such significant option grants are authorized by the
Committee. In determining the number of options to be granted to the CEO and the
COO, the Committee takes into account the number of options then held by such
officers. Such significant option grants to the CEO
7
<PAGE>
and the COO were authorized by the Committee in fiscal year 1995 (see the
Summary Compensation Table on page 9), and in early fiscal year 1996, option
grants of 30,000 shares to the CEO and 40,000 shares to the COO were authorized
by the Committee.
Compensation Committee:
Harry C. Ervin, Jr., Chairman
W. Thomas Brunberg
James E. Donaghy
8
<PAGE>
SUMMARY COMPENSATION TABLE
The following table shows, for the Company's Chief Executive Officer and
each of the four other most highly compensated executive officers of the Company
(collectively, the "Named Executive Officers"), information concerning
compensation earned for services in all capacities during the fiscal year ended
September 24, 1995, as well as compensation earned by each such person for the
two previous fiscal years (if the person was Chief Executive Officer or an
executive officer during any part of such fiscal years):
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-------------
SECURITIES ALL OTHER
NAME AND SALARY UNDERLYING COMPENSATION ($)
PRINCIPAL POSITION YEAR ($) BONUS ($) OPTIONS (#) (1)
- --------------------------- --------- --------- --------- ------------- -------------------
<S> <C> <C> <C> <C> <C>
Jeffrey W. Green 1995 373,258 200,000 40,000 8,074
Chairman and Chief 1994 349,844 3,585 2,280 6,581
Executive Officer 1993 337,794 7,496 2,320 10,877
Wayne M. Fortun 1995 316,380 200,000 30,000 7,528
President and Chief 1994 269,708 2,910 1,930 7,686
Operating Officer 1993 267,134 6,181 1,960 7,943
John A. Ingleman 1995 161,170 82,000 3,000 5,644
Vice President, Chief 1994 144,677 1,589 1,040 4,425
Financial Officer, 1993 144,338 3,637 1,050 6,098
Treasurer and Secretary
Richard C. Myers 1995 146,899 74,000 1,190 5,577
Vice President of 1994 140,595 1,547 980 4,406
Administration 1993 140,579 3,581 1,000 5,640
R. Scott Schaefer 1995 135,202 72,500 2,500 5,419
Vice President of Disk 1994 113,220 1,233 810 3,463
Drive Components Business 1993 113,240 2,738 830 4,364
Development
</TABLE>
- ------------------------
(1) Amounts for fiscal year 1995 represent (a) Company matching cash
contributions under the Company's 401-K Plan as follows: $4,544 to Mr.
Green; $5,388 to Mr. Fortun; $5,644 to Mr. Ingleman; $5,577 to Mr. Myers;
and $5,419 to Mr. Schaefer; and (b) premiums paid by the Company on the
portions of certain life insurance policies maintained for the benefit of
certain officers as follows: $3,530 for Mr. Green and $2,140 for Mr. Fortun.
9
<PAGE>
OPTION TABLES
The following tables summarize stock option grants to and exercises by the
Named Executive Officers during the fiscal year ended September 24, 1995, and
certain other information relative to such options:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
- ------------------------------------------------------------------------------------------ VALUE AT ASSUMED
NUMBER OF PERCENT OF ANNUAL RATES OF STOCK
SECURITIES TOTAL OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM (3)
OPTIONS GRANTED EMPLOYEES IN BASE PRICE ----------------------
NAME (#) (1) FISCAL YEAR ($/SHR) (2) EXPIRATION DATE 5% ($) 10% ($)
- --------------------- --------------- ------------- ----------- ---------------------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Jeffrey W. Green 40,000 31.39 23.25 November 7, 2004 584,800 1,482,000
Wayne M. Fortun 30,000 23.54 23.25 November 7, 2004 438,600 1,111,500
John A. Ingleman 3,000 2.35 23.25 November 7, 2004 43,860 111,150
Richard C. Myers 1,190 0.93 23.25 November 7, 2004 17,398 44,090
R. Scott Schaefer 2,500 1.96 23.25 November 7, 2004 36,550 92,625
</TABLE>
- ------------------------
(1) All such options are granted under the Company's 1988 Stock Option Plan (the
"Plan"), are intended to be non-statutory options, and are not exercisable
for one year after the date of grant. Such options become immediately
exercisable, however, upon (a) death or disability of the holder, (b) a
change of control (defined as certain changes in the Company's Board of
Directors, certain concentrations of voting power, certain mergers, sales of
corporate assets, statutory share exchanges or similar transactions, or
liquidation or dissolution of the Company), or (c) cancellation of such
options by the committee administering the Plan (the "Committee") in the
event of the proposed dissolution or liquidation of the Company or certain
mergers, sales of corporate assets, statutory share exchanges or similar
transactions. The holder is permitted to pay the exercise price and (if
permitted by the Committee and subject to certain restrictions) any
withholding taxes due upon exercise with either cash or shares of Common
Stock.
(2) The exercise price of such options is not less than the fair market value
(as defined in the Plan) of a share of Common Stock at the time of grant.
(3) The hypothetical potential appreciation shown in these columns reflects the
required calculations at annual rates of 5% and 10% set by the SEC, and is
not intended to represent either historical appreciation or anticipated
future appreciation of the Company's Common Stock price.
10
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL YEAR-END IN-THE-MONEY OPTIONS AT
SHARES VALUE (#) FISCAL YEAR-END ($) (2)
ACQUIRED ON REALIZED -------------------------- --------------------------
NAME EXERCISE (#) ($) (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------- ------------ ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jeffrey W. Green -- -- 67,100 40,000 3,687,865 1,790,000
Wayne M. Fortun -- -- 66,390 30,000 3,773,175 1,342,500
John A. Ingleman 10,000 680,000 16,090 3,000 909,305 134,250
Richard C. Myers -- -- 25,980 1,190 1,457,260 53,253
R. Scott Schaefer 20,200 1,031,923 11,940 2,500 680,540 111,875
</TABLE>
- ------------------------
(1) Market value of underlying securities on date of exercise minus the exercise
price.
(2) Market value of underlying securities at fiscal year-end minus the exercise
price.
11
<PAGE>
PERFORMANCE GRAPH
Set forth below is a graph comparing, for a period of five fiscal years
ended September 24, 1995, the yearly cumulative total shareholder return on the
Company's Common Stock with the yearly cumulative total shareholder return of
the S&P 500 Index and an index of a group of peer companies selected by the
Company (the "Peer Composite Index"). The comparison of total shareholder
returns assumes that $100 was invested on September 30, 1990 in each of the
Company, the S&P 500 Index and the Peer Composite Index, and that dividends were
reinvested when and as paid. The companies in the peer group are Adaptec
Incorporated, Applied Magnetics Corporation, Cirrus Logic Incorporated and Komag
Incorporated. The Company is not included in the peer group. In calculating the
yearly cumulative total shareholder return of the Peer Composite Index, the
shareholder returns of the companies included in the peer group are weighted
according to the stock market capitalizations of such companies at the beginning
of each period for which a return is indicated.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
HTI COMPOSITE S&P 500 INDEX
<S> <C> <C> <C>
1990 100.00 100.00 100.00
1991 155.32 176.47 126.09
1992 446.81 179.99 135.38
1993 357.45 218.95 149.53
1994 463.83 184.32 150.20
1995 1157.45 438.23 190.08
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
1990 1991 1992 1993 1994 1995
Hutchinson Technology $ 100.00 $ 155.32 $ 446.81 $ 357.45 $ 463.83 $1,157.45
Peer Composite 100.00 176.47 179.99 218.95 184.32 438.23
S&P 500 Index 100.00 126.09 135.38 149.53 150.20 190.08
</TABLE>
12
<PAGE>
COMPLIANCE WITH SECTION 16(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, and the
regulations promulgated thereunder require directors and certain officers of the
Company and persons who own more than ten percent of the Company's Common Stock
to file reports of their ownership of the Company's Common Stock and changes in
such ownership with the SEC. To the Company's knowledge based solely on a review
of copies of forms submitted to the Company during and with respect to fiscal
year 1995, all required reports were filed on a timely basis during fiscal year
1995.
RELATIONSHIP WITH AND APPOINTMENT OF INDEPENDENT AUDITORS
The firm of Arthur Andersen LLP, independent public accountants, has been
the auditors for the Company since 1979. The Board of Directors again has
selected Arthur Andersen LLP to serve as the Company's independent public
accountants for the fiscal year ending September 29, 1996, subject to
ratification by the shareholders. While it is not required to do so, the Board
of Directors is submitting the selection of that firm for ratification in order
to ascertain the view of the shareholders. If the selection is not ratified, the
Board of Directors will reconsider its selection. Proxies solicited by the Board
of Directors will, unless otherwise directed, be voted to ratify the appointment
of Arthur Andersen LLP as independent public accountants for the Company for the
fiscal year ending September 29, 1996.
A representative of Arthur Andersen LLP will be present at the Annual
Meeting of Shareholders and will be afforded an opportunity to make a statement
if such representative so desires and will be available to respond to
appropriate questions during the meeting.
GENERAL
The Annual Report of the Company for the fiscal year 1995, including
financial statements, is being mailed with this Proxy Statement.
As of the date of this Proxy Statement, management knows of no matters that
will be presented for determination at the meeting other than those referred to
herein. If any other matters properly come before the meeting calling for a vote
of shareholders, it is intended that the shares represented by the Proxies
solicited by the Board of Directors will be voted by the Proxies named therein
in accordance with their best judgment.
The Company will pay the cost of soliciting Proxies in the accompanying
form. In addition to solicitation by the use of mails, certain directors,
officers and regular employees of the Company may solicit Proxies by telephone,
telegram or personal interview, and may request brokerage firms and custodians,
nominees and other record holders to forward soliciting materials to the
beneficial owners of stock of the Company and will reimburse them for their
reasonable out-of-pocket expenses in so forwarding such materials.
13
<PAGE>
SHAREHOLDERS WHO WISH TO OBTAIN A COPY OF THE COMPANY'S 10-K ANNUAL REPORT,
FILED WITH THE SEC FOR THE FISCAL YEAR ENDED SEPTEMBER 24, 1995, MAY DO SO
WITHOUT CHARGE BY WRITING TO JOHN A. INGLEMAN, VICE PRESIDENT, CHIEF FINANCIAL
OFFICER, TREASURER AND SECRETARY, AT THE COMPANY'S OFFICES, 40 WEST HIGHLAND
PARK, HUTCHINSON, MINNESOTA 55350.
By Order of the Board of Directors,
[SIGNATURE]
John A. Ingleman
SECRETARY
Dated: December 8, 1995
14
<PAGE>
PROXY
HUTCHINSON TECHNOLOGY INCORPORATED
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS -- JANUARY 24, 1996
The undersigned, revoking any proxy heretofore given, hereby appoints
Jeffrey W. Green, Wayne M. Fortun and Harry C. Ervin, Jr., and each of them, as
Proxies, each with full power of substitution, for and in the name of the
undersigned to vote, as designated below, and on the reverse side hereof, all
the shares of Common Stock of Hutchinson Technology Incorporated registered in
the name of the undersigned at the close of business on November 29, 1995, upon
the following matters more fully described in the Notice of and Proxy Statement
for the Annual Meeting of Shareholders to be held on January 24, 1996, and at
any adjournment thereof.
<TABLE>
<C> <C> <S> <C>
1. Election of Directors. Nominees of the Board of Directors are W. Thomas
Brunberg, James E. Donaghy, Harry C. Ervin, Jr., Wayne M. Fortun, Jeffrey
W. Green and Richard N. Rosett.
/ / FOR ALL NOMINEES LISTED ABOVE / /
except vote withheld from the following nominee(s),
if any:
2. Ratification of the appointment of Arthur Andersen LLP as independent
public accountants for the 1996 fiscal year.
/ / FOR / / AGAINST / / ABSTAIN
<CAPTION>
1.
WITHHOLD AUTHORITY
to vote for all nominees listed above
2.
<CAPTION>
</TABLE>
<PAGE>
<TABLE>
<C> <C> <S> <C>
3. ANY OTHER BUSINESS WHICH MAY PROPERLY BE CONSIDERED AND ACTED UPON AT SAID
MEETING.
<CAPTION>
3.
<CAPTION>
</TABLE>
THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THIS PROXY WHEN PROPERLY
EXECUTED WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE, BUT IF NO DIRECTION IS
GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
<TABLE>
<S> <C>
Dated: , 19
Please sign exactly as this proxy is
addressed.
(Signature)
Joint owners should each sign personally. When
signing as attorney, executor, administrator,
guardian, custodian, or corporate official, sign
name and title.
</TABLE>
