NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF
OPTEK TECHNOLOGY, INC.
1215 West Crosby Road
Carrollton, Texas 75006
To Be Held March 16, 1999
Notice is hereby given that the Annual Meeting of
Stockholders of Optek Technology, Inc. will be held on Tuesday,
March 16, 1999, at 10:00 a.m., Dallas, Texas time at the offices
of the Company, 1215 West Crosby Road, Carrollton, Texas 75006,
for the following purposes:
1. To elect a Board of Directors of seven (7) persons as
nominated in the accompanying Proxy Statement, such Directors to
hold office until the next annual meeting of stockholders and
until their successors are elected;
2. To approve an amendment to the Company's Restated
Certificate of Incorporation to increase the number of shares of
Common Stock authorized for issuance from 12,000,000 to
25,000,000; and
3. To transact such procedural matters as may properly be
brought before the meeting or any adjournment or adjournments
thereof.
Said meeting may be adjourned from time to time without
other notice than by announcement at said meeting, or at any
adjournment thereof, and any and all business for which said
meeting is hereby noticed may be transacted at any such
adjournment.
The Board of Directors has fixed January 15, 1999 as the
date for taking of a record of the stockholders entitled to
notice of and to vote at the meeting and at any adjournment or
adjournments thereof. The stock transfer books will not be
closed.
Enclosed is a form of Proxy solicited by the Board of
Directors of the Company. Stockholders who do not plan to attend
the meeting in person are requested to date, sign and return the
enclosed Proxy in the enclosed envelope, to which no postage need
be affixed if mailed in the United States. Your Proxy may be
revoked at any time before it is exercised and will not be used
if you attend the meeting and prefer to vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
THOMAS R. FILESI
Chairman and Chief Executive Officer
Carrollton, Texas
January 29, 1999
PAGE
<PAGE>
OPTEK TECHNOLOGY, INC.
1215 West Crosby Road
Carrollton, Texas 75006
PROXY STATEMENT
Solicitation by the Board of Directors
of Proxies from Stockholders for
the Annual Meeting of Stockholders
to be held on March 16, 1999
The Board of Directors of Optek Technology, Inc.
(hereinafter called "Optek" or the "Company") solicits your proxy
in the enclosed form, which you are requested to fill out, sign
as indicated and return to the Company in the enclosed
self-addressed envelope, which requires no postage if mailed in
the United States. The approximate date on which this Proxy
Statement and form of proxy will be sent to security holders is
February 5, 1999.
Any proxy given pursuant to this solicitation may be
revoked by the person giving it at any time before it is
exercised by filing a written revocation or a duly executed proxy
bearing a later date. Any written revocation may be delivered in
person or mailed to the Company at the address set out above. A
stockholder who attends the Annual Meeting in person may revoke
his proxy at the Annual Meeting and vote in person if he so
desires.
Proxies are being solicited by mail and all expenses of
solicitation have been or will be borne by the Company.
January 15, 1999 has been fixed as the date of record for
the determination of stockholders of the Company entitled to
notice of and to vote at the Annual Meeting or at any
adjournments thereof. At the close of business on that date,
7,733,130 shares of Common Stock, par value $0.01 per share (the
Common Stock ), were issued and outstanding, each share entitling
the holder thereof to one vote. Cumulative voting in the
election of Directors is not allowed.
The presence, in person or by proxy, of record holders of
a majority of the shares of Common Stock outstanding as of the
date of record constitutes a quorum for the transaction of
business. Abstentions and broker non-votes will be counted as
present for purposes of determining the existence of a quorum.
Because Directors are elected by a plurality of the votes cast by
stockholders, abstentions and broker non-votes are not
counted and have no effect in determining which candidates have
received the highest number of votes and are elected, except in
affecting the total number of votes cast for a nominee. The vote
of a majority of the outstanding shares of the Company's Common
Stock is required to approve the proposed amendment to the
Company's Restated Certificate of Incorporation; an abstention or
non-vote will deny the proposed amendment the votes represented
by those shares. Under certain circumstances, if you do not
exercise the voting rights of stock in which you hold a
beneficial interest, those shares might be voted by the record
holder.
All shares of the Company's Common Stock represented by
proxies received in time and in proper form and condition and not
revoked will be voted as specified in the proxy, or in the
absence of specific direction, the proxy will be voted by the
person designated therein:
1. FOR the election as Directors of the Company of the
seven (7) nominees named below to hold office until the next
annual meeting of stockholders and until their respective
successors shall be duly elected. In the event any of such
nominees becomes unable to serve as a Director, the proxies will
be voted in accordance with the best judgment of the person
acting under it.
<PAGE>
2. FOR approval of an amendment to the Company's Restated
Certificate of Incorporation to increase the number of shares of
Common Stock authorized for issuance from 12,000,000 to
25,000,000.
The management knows of no other matters to be submitted
to the 1999 Annual Meeting with respect to which the stockholders
are entitled to vote, but if other procedural matters do properly
come before the meeting, the persons named in the proxy will vote
according to the best judgment of the appointed proxy.
PAGE
<PAGE>
SECURITIES OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the
Company s Common Stock held at January 15, 1999 by (i) each
stockholder known by the Company to own beneficially more than 5%
of the Company's Common Stock, (ii) each of the Company's
executive officers and Directors, and (iii) all executive
officers and Directors as a group. To the Company's knowledge,
the persons named in the table have sole voting and
investment power with respect to all shares of Common Stock shown
as beneficially owned by them, subject to community property
laws, where applicable, and the information contained in the
footnotes to the table.
<TABLE>
Name and Address Number Percentage(1)
- ---------------- ------ -------------
<S> <C> <C>
F.S. Warrant, L.P. (2)........
901 East Byrd Street, 17th Floor 650,000 8.4%
Richmond, VA 23219
Wellington Management Company,
LLP(3) ....................... 633,000 8.2%
75 State Street
Boston, MA 02109
T. Rowe Price Associates, Inc.(4) 628,000 8.1%
100 East Pratt St.
Baltimore, MD 21289
Beru Aktiengelsellschaft ...... 540,000 7.0%
Moerikestrasse 155
71636 Ludwigsburg, Germany
Thomas R. Filesi (5) .......... 396,167 5.1%
1215 West Crosby Road
Carrollton, TX 75006
Jerry L. Curtis ............... - -
Richard G. Dahlberg(6) ........ 43,473 *
Thomas S. Garrett(7) .......... 90,667 1.2%
William J. Collinsworth(8) .... 33,783 *
Robert J. Kosobucki(9) ........ 55,317 *
Michael E. Cahr(10) ........... 83,000 1.1%
William H. Daughtrey, Jr.(11) . 8,722 *
Grant A. Dove ................. 206,736 2.7%
Rodes Ennis(12) ............... 50,500 *
Wayne Stevenson(13) ........... 22,750 *
All executive officers and
Directors as a group (11
persons)(14) ................. 991,115 12.4%
</TABLE>
- ----------------------
* Less than 1%.
PAGE
<PAGE>
(1) Beneficial ownership is determined in accordance
with the rules of the Securities and Exchange Commission, and
includes shares over which the listed beneficial owner holds sole
or shared voting or dispositive power. In addition to shares
actually outstanding, all shares subject to warrants and options
exercisable within 60 days of January 29, 1999 are deemed
outstanding and beneficially owned by the person holding such
options and warrants for purposes of computing the number of
shares beneficially held by such person and the percentage
ownership of such person, but are not deemed to be outstanding
for the purposes of computing percentage ownership of any other
person.
(2) The indicated shares may also be deemed to be
beneficially owned by Dominion Resources, Inc., the indirect
parent company of F.S. Warrant, L.P. and by other affiliated
entities.
(3) Wellington Management Company, LLP is an
investment advisor having its business address at 75 State
Street, Boston, Massachusetts 02109.
(4) Includes 246,000 shares that may also be deemed to
be owned by T. Rowe Price Small Cap Stock Fund, Inc. and 200,000
shares that may also be deemed to be owned by T. Rowe Price Small
Cap Value Fund, Inc.. T. Rowe Price Associates, Inc. is a
publicly traded investment advisor and T. Rowe Price Small Cap
Fund, Inc. and T. Rowe Price Small Cap Value Fund, Inc. are
publicly traded investment companies managed by T. Rowe Price
Associates, Inc., the address for both of which is 100 East Pratt
Street, Baltimore, Maryland 21202.
(5) Includes 95,167 shares that may be acquired upon
exercise of stock options which are presently exercisable or will
become exercisable within 60 days of January 29, 1999.
(6) Includes 18,001 shares that may be acquired upon
exercise of stock options which are presently exercisable or will
become exercisable within 60 days of January 29, 1999.
(7) Includes 15,334 shares that may be acquired upon
exercise of stock options which are presently exercisable or will
become exercisable within 60 days of January 29, 1999.
(8) Includes 33,333 shares that may be acquired upon
exercise of stock options which are presently exercisable or will
become exercisable within 60 days of January 29, 1999.
(9) Includes 34,303 shares that may be acquired upon
exercise of stock options which are presently exercisable or will
become exercisable within 60 days of January 29, 1999.
(10) Includes 3,500 shares that may be acquired upon
exercise of stock options which are presently exercisable or will
become exercisable within 60 days of January 29, 1999. Also
includes 6,500 shares owned of record by Mr. Cahr's wife of which
Mr. Cahr may be deemed the beneficial owner.
(11) Includes 3,500 shares that may be acquired upon
exercise of stock options which are presently exercisable or will
become exercisable within 60 days of January 29, 1999.
(12) Includes 24,500 shares that may be acquired upon
exercise of stock options which are presently exercisable or will
become exercisable within 60 days of January 29, 1999.
(13) Includes 22,750 shares that may be acquired upon
exercise of stock options which are presently exercisable or will
become exercisable within 60 days of January 29, 1999.
(14) Includes 251,389 shares that may be acquired upon
exercise of stock options and warrants which are presently
exercisable or will become exercisable within 60 days of January
29, 1999.
PAGE
<PAGE>
Compliance With Section 16(a) of the Exchange Act.
Based solely upon a review of Forms 3, 4 and 5 furnished
to the Company and upon written representations received by the
Company, the following persons were all Directors, executive
officers or beneficial owners of more than 10 percent of the
Company's Common Stock during fiscal 1998 who failed
to file any such report on a timely basis, and the following
table summarizes the timeliness of all reports filed
by them during that fiscal year:
Reports Filed
Name Timely Late
----- ------ ----
Thomas R. Filesi 1
Richard Dahlberg 2 2
Thomas S. Garrett 2 2
William J. Collinsworth 1
Robert Kosobucki 2 2
Based thereon, none of such persons failed to file any
report under Section 16(a) of the Exchange Act with respect to
the Company's most recent fiscal year.
<PAGE> <PAGE>
ELECTION OF DIRECTORS AND INFORMATION
AS TO DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
At the 1999 Annual Meeting, the stockholders of the
Company will elect seven (7) directors, in each case to hold
office until the next Annual Meeting and until their respective
successors shall be duly elected. To be elected a Director, each
nominee must receive a plurality of all votes cast at the
meeting. There will be submitted by the Board of Directors to
the 1999 Annual Meeting for election as Directors the following
seven (7) nominees:
Thomas R. Filesi
Jerry L. Curtis
Michael E. Cahr
William H. Daughtrey, Jr.
Grant A. Dove
Rodes Ennis
Wayne Stevenson
All of the nominees are now Directors of the Company and, except
for Mr. Curtis, were elected to their present terms of office at
the Annual Meeting of Stockholders in March 1998. Certain
information concerning each of these nominees is set forth below.
In the event any of the nominees becomes unable to serve as a
Director, the proxy will be voted in accordance with the best
judgment of the person acting under it; however, no circumstances
are at present known which would render any nominee unavailable.
The Directors and executive officers of the Company are as
follows:
<TABLE>
Name Age Position
---- --- --------
<S> <C> <C>
Thomas R. Filesi 63 Director, Chairman and Chief
Executive Officer
Jerry L. Curtis 49 Director, President and Chief
Operating Officer
Michael C. Cahr 58 Director
William H.
Daughtrey 58 Director
Grant A. Dove 70 Director
Rodes Ennis 62 Director
Wayne Stevenson 63 Director
Richard G. Dahlberg 44 Senior Vice President,
Engineering
Thomas S. Garrett 52 Senior Vice President,
Operations
William J.
Collinsworth 48 Vice President, Finance and
Chief Financial Officer
Robert J.
Kosobucki 47 Vice President, Worldwide
Sales and Marketing
</TABLE>
<PAGE>
Mr. Filesi has served as Chief Executive Officer and a
Director of the Company since April 1991. Before joining the
Company, he was employed by Motorola, Inc. Semiconductor Products
Sector for 21 years, completing his tenure there as Director of
Manufacturing, RF Products.
Mr. Curtis was elected President, Chief Operating Officer
and Director in May 1998. Prior to joining the Company, he was
employed by Motorola, Inc. Semiconductor Products Sector for 25
years, completing his tenure there as a Vice President and
General Manager.
Mr. Dahlberg was elected Vice President, Engineering in
March 1994 and became a Senior Vice President in December 1997.
Mr. Dahlberg has been employed by the Company since 1983 and has
served in various engineering capacities. He is a Registered
Professional Engineer in the State of Texas.
Mr. Garrett joined the Company in October 1991 as Vice
President, Operations and became a Senior Vice President in
December 1997. In April 1988 he founded Garrett Consulting Group
and was President of that firm until December 1990, at which time
it merged with Northwest Technology Group, Inc. These
companies provided comprehensive consulting services to the
microelectronics and other high technology related industries.
Mr. Collinsworth joined the Company as Vice President,
Finance and Chief Financial Officer in October 1996. From 1993
until joining the Company, he was an independent financial
consultant specializing in start-up and troubled companies. In
that role, he worked with several private companies and also
served as Chief Financial Officer for Value Added Communications,
Inc. ("VAC"), a provider of telecommunications services and
equipment, from June 1994 to October 1994. In November 1995, VAC
filed for protection under Chapter 11 of the Bankruptcy Code.
Mr. Kosobucki joined the Company as Vice President,
Worldwide Sales and Marketing in July 1995. From 1991 to 1995,
he served in various strategic marketing and sales capacities for
Summagraphics Corp., a manufacturer of computer-based printers
and plotters, most recently as Director of Strategic Sales and
Product Marketing. He is a Registered Professional Engineer in
the State of New York.
Mr. Cahr was elected a Director of the Company in August
1988. He is Chairman of Allscrips Pharmaceuticals, Inc., a
private company engaged in the sale of prepackaged
pharmaceuticals, having previously served as President and Chief
Executive Officer from January 1995 to December 1997. Until late
1994 he was Manager of Venture Capital at Allstate Insurance
Company in Northbrook, Illinois, having been with Allstate
Insurance Company since 1987.
Mr. Daughtrey was elected a Director of the Company in
March 1992. Mr. Daughtrey is currently President of Princeton
Associates, Inc., a management consulting firm. Prior to
founding Princeton Associates, Inc. in January 1991, he was Group
Managing Partner for Virginia/Maryland Management Consulting
Services at Coopers & Lybrand, Richmond, Virginia from December
1984. On September 1, 1995, JGB Industries, Inc., a company for
which Mr. Daughtrey had formerly served as interim President and
Chief Executive Officer from November 1993 to August 1995, filed
for protection under Chapter 11 of the Bankruptcy Code.
Mr. Dove was elected a Director of the Company in July
1989. He was Chairman of the Board from March 1993 through May
1998. He is currently a managing partner of Technology Strategies
& Alliance, a strategic planning and investment banking firm. He
spent 28 years with Texas Instruments Incorporated, retiring in
1987 as Executive Vice President. He then served as Chairman and
Chief Executive Officer of Microelectronics and Computer
Technology Corporation, a research and development consortium,
retiring in 1992. He currently serves on the boards of the
Cooper Cameron Corporation, an oilfield services company;
Media One Group, a provider of telecommunications and cable
television; and Intervoice, Inc., a telecommunications equipment
and software sales provider.
<PAGE>
Mr. Ennis was elected a Director of the Company in
February 1987. Mr. Ennis currently serves as a general
management consultant and formerly served as President of the
Journeys and Hardy Divisions of Genesco, Inc., a footwear
retailer, from March 1990 to December 1992.
Mr. Stevenson was elected a Director of the Company in
September 1992. Mr. Stevenson is the Chairman and Chief
Executive Officer of CSI Control Systems International, Inc., a
private firm engaged in the manufacture and installation of
environmental controls for the commercial market, a position he
has held since 1986.
Directors are elected annually and serve until their
successors are duly elected and qualified. Officers
serve at the discretion of the Board, subject to contractual
rights. There is no family relationship between any
Director, nominee for Director or executive officer of the
Company.
The Company's Board of Directors has appointed a
Compensation Committee, composed of the non-employee Directors
Cahr, Ennis and Stevenson; an Audit Committee, composed of the
non-employee Directors Ennis, Daughtrey and Stevenson; and a
Board Affairs Committee composed of the non-employee Directors
Daughtrey, Cahr and Stevenson. The Compensation Committee
administers the Company's employee benefit plans and sets
executive compensation. The Audit Committee has been appointed
to review the Company's financial statements and its relationship
with its independent auditors. The Board Affairs Committee
selects nominees for the Board of Directors to be presented for
consideration to the Company s stockholders and reviews the
remuneration of non-employee Directors; the committee will
consider nominees recommended by stockholders submitted in the
manner provided for stockholders proposals herein.
During the fiscal year ended October 30, 1998, the
Compensation Committee held four meetings, the Audit Committee
held two meetings and the Board Affairs Committee held one
meeting. During the fiscal year ended October 30, 1998, the
Company's Board of Directors held a total of seven meetings, and
each incumbent Director then serving attended at least 75% of the
aggregate number of meetings of the Board and its Committees.
PAGE
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table summarizes monetary and non-monetary
compensation awarded to, earned by or paid to the Company s six
most highly compensated officers during the three fiscal years
ended October 30, 1998:
<TABLE>
Long-Term
Compen-
sation
Awards
Number of
Shares
Subject
Name and Principal Annual Compensation to Options
Position Year Salary Bonus Granted
- ------------------- ---- ------ ----- -------
<S> <C> <C> <C> <C>
Thomas R. Filesi, 1998 $203,461 $150,000 12,000
Chairman and Chief 1997 185,000 200,000 10,000
Executive Officer 1996 175,000 175,000 10,000
Jerry L. Curtis, 1998 $96,923(1) 100,000(2) 100,000
President and Chief
Operating Officer
Richard G. Dahlberg 1998 $100,000 $65,000 10,000
Senior Vice President, 1997 100,000 80,000 8,000
Engineering 1996 91,400 65,000 8,000
Thomas S. Garrett 1998 $121,000 $65,000 10,000
Senior Vice President, 1997 121,000 80,000 8,000
Operations 1996 115,000 75,000 8,000
William J. Collinsworth, 1998 $135,000 $65,000 20,000
Vice President, 1997 135,000 70,000 20,000
Finance 1996 5,192(3) 20,000
and Chief Financial
Officer
Robert J. Kosobucki 1998 $100,000 $65,000 10,000
Vice President, 1997 100,000 70,000 8,000
World Wide Sales 1996 89,811(4) 52,000 8,000
and Marketing
</TABLE>
(1) Represents compensation paid from May 1998 through October
30, 1998.
(2) Includes $50,000 paid as a signing bonus, but does not
include $43,000 paid for moving expenses.
(3) Represents compensation paid for October 1996.
(4) Does not include $44,900 paid for moving expenses.
<PAGE>
Option Grants
The following table contains information about stock
options granted to the executive officers named in the preceding
table during the fiscal year ended October 30, 1998:
<TABLE>
Percentage
of Total Potential
Options Realizable
Number Granted Value at
of to Assumed
Shares Emplo- Annual Rates
Under- yees Exer- of Stock Price
lying in cise Expira- Appreciation
Options Fiscal Price tion for Option Term
Name Granted Year ($/Share) Date 5%($) 10%($)
- ---- ------- ---- --------- ---- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Thomas R.
Filesi 12,000 4.1% $27.0625 3/16/08 $204,232 $ 517,601
Jerry L.
Curtis 100,000 34.3% 22.4375 5/17/08 1,411,072 3,575,965
Richard G.
Dahlberg 10,000 3.4% 27.0625 3/16/08 170,193 431,307
Thomas S.
Garrett 10,000 3.4% 27.0625 3/16/08 170,193 431,307
William J.
Collins-
worth 20,000 6.9% 27.0625 3/16/08 340,387 862,614
Robert J.
Kosobucki 10,000 3.4% 27.0625 3/16/08 170,193 431,307
</TABLE>
Option Exercises And Fiscal Year End Option Values
The following table reflects, for each of the previously
named executive officers, option exercises during the fiscal year
ended October 30, 1998, the number of shares underlying both
exercisable and unexercisable options as of the fiscal year end
and the value of unexercised in the money options as of the
fiscal year end:
<TABLE>
Number
of Shares Value of
Number Underlying Unexercised
of Unexercised In the Money
Shares Options at Options at Fiscal
Acquired Value Fiscal Year End Year End(2)
on Realized Exer- Unexer- Exer- Unexer-
Name Exercise (1) cisable cisable cisable cisable
- ---- -------- ----- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Thomas R.
Filesi 0 0 84,499 22,001 $1,071,932 $66,392
Jerry L.
Curtis 0 0 0 100,000 0 0
Richard G.
Dahlberg 18,665 280,409 9,334 18,001 89,922 53,116
Thomas S.
Garrett 7,999 114,664 6,667 18,001 75,504 53,116
William J.
Collinsworth 0 0 19,999 40,001 143,360 144,240
Robert J.
Kosobucki 4,155 70,260 25,636 18,001 257,747 53,116
</TABLE>
(1) For purposes of calculating the value realized, the
Company has used the closing price as reported by Nasdaq on the
date of exercise.
(2) For purposes of calculating the value of unexercised in
the money options, the Company has used the closing price as
reported by Nasdaq as of October 30, 1998.
<PAGE>
<PAGE>
Employment Agreements
The Company has entered into employment agreements with
the Chairman, President and Vice Presidents of the Company. The
agreements provide a term of three years, three years and two
years, respectively, with evergreen provisions extending the term
an additional year at the end of each year of service
unless either party gives notice of intent not to renew at least
six months, six months and three months, respectively, prior to
the end of each year of service. These agreements also provide
for a lump sum payment of the lesser of the compensation payable
during the balance of the term or the amount $1.00 less than a
parachute payment under the Internal Revenue Code if certain
terms of the executives employment are altered and the executive
elects to terminate after a change of control of the Company.
All such agreements contain provisions assigning all discoveries
by the employee to the Company and restricting use or disclosure
of confidential information.
Compensation Committee Report on Executive Compensation
The Compensation Committee reviews and recommends to the
Board of Directors the compensation payable to the executive
officers of the Company. The determination of base salary has
been based in the past largely upon that level required to
compete with other employers in the industry in which the Company
is engaged. The Compensation Committee annually reviews
compensation payable to the executives and the
award of options and other nonmonetary benefits to those
individuals.
At present, the Compensation Committee has determined to
increase the base salaries of the Company's more highly paid
personnel only modestly from year to year. The intent of this
policy is to have base salaries in the lower range of competitive
industry companies, but to use at risk cash bonuses to
augment total cash compensation when Optek performs well.
As a result, the chief executive officer and other
officers of the Company were awarded bonuses based upon their
performance related to goals established prior to the beginning
of the fiscal year. The Committee believes that providing key
managerial personnel the means to achieve additional compensation
through these programs stimulates the kind of productive efforts
evidenced during the last several fiscal years.
Further, to provide longer-term incentives, the
Compensation Committee has awarded stock options which will
provide a return to these executives commensurate with
the Company's success. During 1998, the Committee approved
awards of ten year stock options to key managerial personnel in
order to give incentive to management to implement a long-term
strategic plan and to align their interests with those of the
stockholders.
Michael E. Cahr
Rodes Ennis
Wayne Stevenson
Directors Compensation
Non-employee Directors of the Company receive a yearly fee
of $12,000 paid in quarterly installments, $1,000 for each
Directors meeting attended, $2,000 per year committee chairman
fee to be paid in quarterly installments, and $750 for each
committee meeting attended outside of the regularly scheduled
board meetings and are reimbursed for travel expenses incurred in
connection with each such meeting.
<PAGE>
Each non-employee Director of the Company is also awarded
upon election at an annual meeting of stockholders options to
acquire up to 3,500 shares of the Common Stock pursuant to the
Company's Directors Formula Award Plan. These awards contain
the following rights:
1. Stock Options - Options to acquire common stock
which are not entitled to treatment as incentive stock options
under the Internal Revenue Code.
2. Reload Options - Options to reacquire shares of
common stock which are used to exercise stock options at the
market price used for such exercise.
3. Alternative Appreciation Rights - Rights to
acquire an equivalent number of shares equal in terms of present
market value to the difference between current market value and
exercise price of the stock purchasable pursuant to any of the
preceding options.
The exercise price of all options granted is equal to the
fair market value of the Company's Common Stock on the date of
grant. Each option awarded pursuant to the plan vests and
becomes fully exercisable if such individual continues to serve
as a Director until the next annual meeting of stockholders.
Options granted under the plan expire ten years from the date of
grant, and no option may be exercised by any person after
the expiration of its term.
In addition, each non-employee Director of the Company is
entitled to participate under the Directors' Formula Compensation
Plan. Under the plan, each participant may by written election to
the Company delivered by December 31 of a calendar year elect, in
lieu of all or part of the annual retainer otherwise payable to
him during the following calendar year: (a) to defer payment of
such amounts until after he has ceased to be a Director, to be
paid in ten annual installments bearing interest at the prime
rate or upon his death; (b) to receive shares of the Company's
Common Stock, the number of shares to equal the amount of
the retainer for which an election is given divided by the
greater of (i) the fair market value of the Company's
Common Stock on the date of grant; or (ii) $5.00 per share; or
(c) to receive options to purchase at an exercise price equal to
50% of the fair market value determined in the manner set forth
above the number of shares of the Company's Common Stock
determined by dividing the amount elected by the difference
between the market price of the Common Stock and the exercise
price.
Compensation Committee Interlocks and Insider Participation
During fiscal 1998, Mr. Dove served on the Compensation
Committee of CSI Control Systems International, Inc., a private
company of which Mr. Stevenson is Chairman and Chief Executive
Officer. During this same period, Mr. Stevenson served on the
Company's Compensation Committee.
Transaction with First Source
On May 1, 1998, First Source Financial LLP, formerly the
secured lender to the Company, exercised its warrant to purchase
3,150,000 shares of the Common Stock for an exercise price of
$0.50 per share. These shares have subsequently been registered
under the Securities Act of 1933 at the Company's expense
(approximately $200,000), and a substantial portion of them have
been sold in a public offering.
PAGE
<PAGE>
HISTORICAL STOCK PERFORMANCE
The following graph compares the cumulative stockholder
return on the Company's Common Stock with the cumulative return
of (1) equity securities listed on the NASDAQ Market Index and
(2) other companies reporting results who are classified in the
same Standard Industrial Classification number as the
Company.
Graph depicts comparative performance reflecting the
following data points:
Compare 5-Year Cumulative Total Return
Among Optek Technology, Inc.
Nasdaq Market Index and SIC Code Index
<TABLE>
Oct. 29, Oct. 28, Oct. 27, Oct. 31, Oct. 31, Oct. 30,
1993 1994 1995 1996 1997 1998
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Optek
Technology,
Inc. 100.00 157.14 428.57 1171.43 2072.00 1986.29
Electronic
Components
& Access 100.00 119.98 223.82 241.08 340.16 337.54
NASDAQ
Market
Index 100.00 106.32 126.11 148.10 194.09 219.46
</TABLE>
PAGE
<PAGE>
PROPOSAL TO INCREASE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK
FROM 12,000,000 TO 25,000,000
The Board of Directors has unanimously adopted a
resolution, subject to stockholder approval, amending the
Company's Restated Certificate of Incorporation to
increase the number of shares of authorized Common Stock from
12,000,000 to 25,000,000. The Board submits that resolution,
which follows, to the stockholders:
"Resolved, that the first paragraph of Article FOURTH of
the Restated Certificate of Incorporation be amended to read as
follows:
Fourth: The total number of shares of all
classes of stock which the corporation shall have the
authority to issue is Twenty-Six Million
(26,000,000) shares, of which One Million
(1,000,000) shares shall be Preferred Stock, par value
$0.01 per share ("Preferred Stock"), and
Twenty-Five Million (25,000,000) shares shall be
Common Stock, par value $0.01 per share ("Common
Stock")."
If the proposed amendment is adopted by the stockholders,
the Company plans to file a Certificate of Amendment to the
Restated Certificate of Incorporation to be effective as soon as
practicable following the Annual Meeting of Stockholders.
On January 28, 1999, of the 12,000,000 authorized shares
of Common Stock, a total of 7,700,141 shares was outstanding;
552,024 shares were reserved for issuance under the Optek
Technology, Inc. Long-Term Stock Investment Plan; 750,000 shares
were reserved for issuance under the 1998 Stock Option Plan;
151,000 shares were reserved for issuance under the Directors'
Formula Award Plan and 100,000 shares were reserved for issuance
under the Directors' Formula Compensation Plan.
The Board believes that authorization of the additional
shares of Common Stock may be required for the Company's future
growth, both through acquisitions and through expansion of
existing business, or by reason of stock dividends or splits,
which in the long run may tend to broaden ownership of the
Company's stock. Authorization of such additional shares in such
event could significantly improve the Company's bargaining
position in negotiating possible acquisitions of other businesses
and in the handling of any merger proposals which might be
offered. Such authorization will also provide the Company with
greater flexibility in financing future expansion of its existing
business. The Company presently has no commitments or
understanding for the issuance of shares of Common or Preferred
Stock or for stock dividends or splits, although such matters
have been and will continue to be considered from time to time.
The Board does not intend to issue any shares except upon terms
that the Board deems to be in the best interest of the Company
and its stockholders.
The additional shares of Common Stock which are proposed
for authorization may be issued at the discretion of the Board of
Directors for any corporate purpose without future action by the
stockholders, except as required by law, applicable market
regulations or otherwise. The Non-Quantitative Designation
Criteria of the Nasdaq National Market, as currently in effect,
would require stockholder approval in connection with an issuance
of Common Stock (including securities convertible into Common
Stock) (i) in connection with the acquisition of the stock or
assets of another company if the Common Stock to be issued
will have voting power equal to or in excess of 20% of the voting
power outstanding before the issuance or the number of shares to
be issued is equal to or in excess of 20% of the number of shares
outstanding before the issuance; (ii) in connection with any
transaction, other than a public offering, involving the issuance
of Common Stock having voting power equal to or in excess of 20%
of the voting power outstanding before such issuance or equal to
or in excess of 20% of the Common Stock outstanding before such
issuance for less than the greater of book or market value, or
(iii) if the issuance would result in a change of control of the
Company.
<PAGE>
Stockholders do not have preemptive rights with respect to
the Common Stock and such shares may be issued without first
offering such shares to the stockholders.
The Board believes it will be advantageous to the Company
and its stockholders for management to be in a position to act
promptly with respect to stock dividends and splits, and with
respect to investment in, or acquisition of, other companies,
without the expense and passage of time necessarily involved in
arranging special meetings of the stockholders to authorize
additional shares.
An increase in the number of authorized shares of Common
Stock could enable the Board of Directors to take certain actions
making it more difficult for a third party to acquire control of
the Company. This proposed Amendment to the Restated Certificate
of Incorporation is not made in response to any takeover offer
and the Company is not aware of any such offer. The issuance of
additional shares by the Company may also have a dilutive effect
on earnings per share and would have a dilutive effect on the
percentage ownership interest of the present holders of the
Company's Common Stock.
The affirmative vote of the holders of a majority of the
outstanding shares of Common Stock entitled to vote thereon is
required for the adoption of the proposed amendment.
The Board of Directors of the Company recommends that the
stockholders vote FOR the amendment of the Restated Certificate
of Incorporation to increase the authorized number of shares of
Common Stock.
INDEPENDENT AUDITORS
The Board of Directors of the Company has selected KPMG
LLP as the Company s auditors for fiscal 1999. Representatives
of KPMG LLP are expected to be present at the Annual Meeting of
Stockholders to be held on March 16, 1999 to make any statement
if they desire to do so and to respond to any appropriate
questions of the stockholders.
STOCKHOLDERS' PROPOSALS
The day by which proposals of stockholders intended to be
presented at the 2000 annual meeting of stockholders must be
received by the Company for inclusion in the Company s proxy
statement and form of proxy relating to that meeting is October
1, 1999.
It is important that proxies be returned promptly.
Stockholders are requested to date, sign and return the enclosed
proxy in the enclosed envelope, to which no postage need be
affixed if mailed in the United States. If you attend the 1999
Annual Meeting, you may revoke your proxy and vote in person if
you so desire; otherwise your proxy will be voted for you.
BY ORDER OF THE BOARD OF DIRECTORS
Thomas R. Filesi, Chairman
Carrollton, Texas
January 29, 1999
PAGE
<PAGE>
NOTICE: Upon written request from a stockholder of record at
January 15, 1999 (or from any beneficial owner representing that
he/she is or was entitled to vote at the meeting), the Company
will furnish without charge a copy of its Annual Report on Form
10-K for the fiscal year ended October 30, 1998, as filed with
the Securities and Exchange Commission, including financial
statements and schedules thereto and a list of exhibits not
contained therein. The Company will furnish copies of the full
text of any of the exhibits described in the list of exhibits
accompanying the Annual Report on Form 10-K, if requested, upon
payment in advance of the prescribed fee limited to the Company s
reasonable expenses incurred in providing copies of the exhibits.
Requests should be directed to:
William J. Collinsworth
Vice President - Finance and Chief Financial Officer
Optek Technology, Inc.
1215 West Crosby Road
Carrollton, Texas 75006
THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS
OPTEK TECHNOLOGY, INC.
The undersigned stockholder of Optek Technology, Inc. (the
"Company"), revoking all prior proxies, does by these presents
name, constitute and appoint Thomas R. Filesi and William J.
Collinsworth, and each of them, the true and lawful proxy and
attorney-in-fact of the undersigned, with full power of
substitution, to vote all shares of the Common Stock, par value
$0.01 per share, of the Company standing in the name of the
undersigned on the books of the Company at the close of business
on January 15, 1999 or in respect of which the undersigned is
entitled to vote at the Company's Annual Meeting of Stockholders,
to be held on March 16, 1999 at 10:00 a.m., Dallas, Texas time at
the offices of the Company, 1215 West Crosby Road, Carrollton,
Texas 75006, and at any and all adjournments thereof, on the
following matters:
1. Election of Directors
FOR all nominees WITHHOLD
listed below (except AUTHORITY to vote
as marked to the for all nominees
contrary below)
Nominees: Thomas R. Filesi, Jerry L. Curtis, Michael E.
Cahr, William H. Daughtrey, Jr., Grant A. Dove, Rodes Ennis
and Wayne Stevenson.
(INSTRUCTIONS: To withhold authority to vote for any
individual nominee, write that nominee's name in the space
provided below.)
- -----------------------------------------------------------------
2. Approval of an amendment to the Company's Restated
Certificate of Incorporation to increase the number of shares of
Common Stock authorized for issuance from 12,000,000 to
25,000,000.
FOR AGAINST ABSTAIN
IF NO SPECIFIC DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR"
MATTERS NO. 1 AND 2.
The undersigned hereby acknowledges receipt of the Notice of
Annual Meeting of Stockholders and the Proxy Statement each dated
February 1, 1999.
Dated
-----------------------------
-----------------------------
Stockholder's Signature
-----------------------------
Stockholder's Signature
Please complete, sign and mail this proxy promptly in the
enclosed self-addressed envelope, which requires no postage if
mailed in the United States.
NOTE: Please sign exactly as your name is shown on the left. If
stock stands in two or more names, please have all sign. If this
Proxy is executed by a corporation, it should be signed in the
name of the corporation by an officer thereunto duly authorized.
If this Proxy is to be signed as attorney, executor,
administrator, trustee, guardian, or in any representative
capacity, the title of the person signing should be given in full
and any necessary documentary evidence of authority to sign this
Proxy should be presented.
