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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
FILED BY REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
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Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))
[x] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
BRUNSWICK TECHNOLOGIES, INC.
(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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-(6)(i)(1) 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:(1)
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:
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(1)Set forth the amount on which the filing fee is calculated and state how it
was determined.
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BRUNSWICK TECHNOLOGIES INC 43 BIBBER PARKWAY TEL: 207.729.7792
BRUNSWICK, MAINE 04011 USA FAX: 207.729.7877
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Brunswick Technologies Inc
May 5, 2000
Dear Fellow Shareholder:
FRENCH CONGLOMERATE ATTEMPTS TO DISRUPT ANNUAL MEETING
Compagnie de Saint-Gobain, a $22 billion French company that made an
unsolicited offer for your Company, is now attempting to disrupt BTI's Annual
Meeting in a thinly veiled effort to advance its inadequate, hostile tender
offer. Saint-Gobain, through their subsidiary, Vetrotex CertainTeed Corporation,
will soon mail proxy material to you (with a blue proxy card) asking you to
support its efforts at the Annual Meeting by voting against an increase in
authorized shares under BTI's Equity Incentive Plan (the "Plan").
Don't be misled. We believe that you should not support the Vetrotex
campaign at the Annual Meeting any more than you should support Saint-Gobain's
low-ball offer.
Saint-Gobain has incorrectly asserted that the Plan increase is for the
purpose of issuing substantial additional shares to executive officers. Nothing
could be further from the truth. In fact, the Board of Directors has voted not
to issue any options to executive officers under the Plan for a ninety-day
period.
We believe that Saint-Gobain's Annual Meeting campaign is an attempt to
deflect attention from the real issue -- the fact that its offer is inadequate
and not in the best interests of shareholders.
BRUNSWICK BOARD REJECTS SAINT-GOBAIN'S OFFER AS INADEQUATE
Your Board of Directors has determined that Saint-Gobain's offer is
inadequate and not in the best interests of Brunswick Technologies. The Board
strongly recommends that all BTI shareholders reject Saint-Gobain's offer.
Your Board reached its conclusion that Saint-Gobain's offer in inadequate
after carefully considering the following factors:
- Brunswick's financial performance.
- Brunswick's strong position in the industry and leading technology.
- The written opinion of the Company's financial advisor (McDonald
Investments) that the Saint Gobain offer is inadequate from a financial
point of view.
- Other factors described in the Schedule 14D-9 that BTI previously sent to
you.
The Board believes that Saint-Gobain's offer fails to recognize either the
current value of Brunswick or its significant long-term value as it continues to
implement its plans for growth.
The Board also believes that the Saint-Gobain offer is carefully timed to
take advantage of the current low price of our stock and to deprive the Company
and its shareholders of the opportunity to realize full and appropriate value
for their shares.
You should not feel obligated to respond to Saint-Gobain's offer or to the
Vetrotex solicitation.
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DON'T VOTE THE BLUE PROXY CARD FROM VETROTEX
We believe Saint-Gobain will continue to try to urge acceptance of its
inadequate, hostile offer by shareholders. DO NOT BE STAMPEDED INTO ACCEPTING
SAINT-GOBAIN'S LOW-BALL OFFER. The Vetrotex campaign at the Annual Meeting is
not being waged for your benefit; it is being waged for Saint-Gobain's benefit.
Send Saint-Gobain a message -- you will not support their inadequate offer
or their proxy solicitation. We strongly urge shareholders to reject
Saint-Gobain's solicitation -- do not return any blue proxy card sent to you by
Saint-Gobain.
SUPPORT YOUR COMPANY BY VOTING THE WHITE PROXY CARD NOW.
We appreciate your continued support.
Sincerely,
/s/ Martin S. Grimnes
Martin S. Grimnes
Chairman and Chief Executive Officer
IMPORTANT!
1. REGARDLESS OF HOW MANY SHARES YOU OWN, YOUR VOTE IS VERY IMPORTANT. PLEASE
SIGN, DATE AND MAIL THE ENCLOSED WHITE PROXY CARD.
PLEASE VOTE EACH WHITE PROXY CARD YOU RECEIVE SINCE EACH ACCOUNT MUST BE
VOTED SEPARATELY. ONLY YOUR LATEST DATED PROXY COUNTS.
2. WE URGE YOU NOT TO SIGN ANY BLUE PROXY CARD SENT TO YOU BY THE VETROTEX.
3. IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER NOMINEE,
PLEASE DIRECT THE PARTY RESPONSIBLE FOR YOUR ACCOUNT TO VOTE THE WHITE PROXY
CARD AS RECOMMENDED BY MANAGEMENT.
IF YOU HAVE ANY QUESTIONS ON HOW TO VOTE YOUR SHARES, PLEASE CALL OUR PROXY
SOLICITOR:
MORROW & CO. AT (800) 662-5200.
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[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
________________________________
BRUNSWICK
TECHNOLOGIES, INC.
________________________________
RECORD DATE SHARES: _________
[Name and Address
of Shareholder]
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Date
Please be sure to sign and date this Proxy
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Stockholder sign here Co-owner sign here
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For All For All
1. Election of Directors. To set Nominees Withhold Except
the number of Directors at seven [ ] [ ] [ ]
and to elect the following:
Martin S. Grimnes Max G. Pitcher
William M. Dubay Peter N. Walmsley
Richard J. Corbin Kenneth J. Hatten
NOTE: If you do not wish your shares voted "For" a particular nominee,
mark the "For All Except" box and strike a line through the nominee(s)
name(s). Your shares will be voted for the remaining nominee(s).
For Against Abstain
2. Approval of an amendment [ ] [ ] [ ]
to the Company's Equity
Incentive Plan to increase
the number of available shares
of common stock available for
awards from 421,740 to 821,470.
For Against Abstain
3. Ratification of the appointment [ ] [ ] [ ]
of PricewaterhouseCoopers LLP
as independent auditors of the
Company.
4. In his discretion, the Proxy is authorized to vote upon any other business
that may properly come before the meeting or at any adjournment(s) thereof.
Mark box at right if an address change or comment has
Been noted on the reverse side of this card. [ ]
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DETACH CARD DETACH CARD
BRUNSWICK
TECHNOLOGIES, INC.
Dear Shareholder,
Please take note of the important information enclosed with this Proxy Ballot.
There are a number of issues related to the management and operation of your
Corporation that require your immediate attention and approval. These are
discussed in detail in the enclosed proxy materials.
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Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on this proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders, May 16,
2000.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Brunswick Technologies, Inc.
[Name and Address of Shareholder]
