<PAGE> 1
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
ASTROTECH INTERNATIONAL CORPORATION
- --------------------------------------------------------------------------------
(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
[ ] $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> 2
ASTROTECH INTERNATIONAL CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 13, 1997
TO THE STOCKHOLDERS OF ASTROTECH INTERNATIONAL CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of ASTROTECH
INTERNATIONAL CORPORATION (the "Company") will be held on Tuesday, May 13, 1997,
at 10:00 a.m., Eastern Daylight Savings Time, at The Westin William Penn, 530
William Penn Place, Pittsburgh, Pennsylvania 15219 for the following purposes:
1. To elect two (2) directors of the Company;
2. To ratify the selection of Coopers & Lybrand as independent public
accountants to audit the financial statements of the Company for the fiscal
year ending September 30, 1997; and
3. To transact such other business that may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed April 11, 1997, as the record date for
determining holders of Common Stock entitled to notice of and to vote at the
Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting
will be available at the Company's offices at 960 Penn Avenue, Suite 800,
Pittsburgh, Pennsylvania 15222. Stockholders may examine the list during
ordinary business hours in the 10-day period before the Annual Meeting. The list
will also be available for inspection at the Annual Meeting.
A copy of the Company's Annual Report for the fiscal year ended September
30, 1996, is enclosed herewith.
You are cordially invited to attend the Annual Meeting. Whether or not you
plan to attend, you are urged to complete, date and sign the enclosed proxy and
return it promptly. If you receive more than one form of proxy with respect to
Common Stock, it is an indication that such Common Stock is registered in more
than one account. Consequently, each such proxy must be completed and returned
if you wish to vote all such shares eligible to be voted at the Annual Meeting.
Stockholders are urged to review the attached Proxy Statement carefully and
in its entirety.
By Order of the Board of
Directors,
RAYMOND T. ROYKO
Secretary
April 15, 1997
YOUR VOTE IS IMPORTANT.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. ACCORDINGLY,
PLEASE COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
<PAGE> 3
ASTROTECH INTERNATIONAL CORPORATION
960 PENN AVENUE, SUITE 800
PITTSBURGH, PENNSYLVANIA 15222
(412) 391-1896
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 13, 1997
GENERAL INFORMATION
This Proxy Statement, accompanying Notice of Annual Meeting of Stockholders
(the "Notice") and the enclosed form of proxy are being mailed on or about April
15, 1997, to stockholders of record of Astrotech International Corporation, a
Delaware corporation (the "Company"), in connection with the solicitation of
proxies by the Company's Board of Directors from the holders of record of the
Company's outstanding Common Stock, par value $.01 per share (the "Common
Stock"), for use at the 1997 Annual Meeting of Stockholders to be held at the
time and place and for the purposes set forth in the Notice (the "Annual
Meeting") and at any adjournment or adjournments thereof. A copy of the
Company's 1996 Annual Report, which includes consolidated financial statements,
is being mailed to stockholders together with this Proxy Statement.
At the Annual Meeting, stockholders will be asked to consider and vote upon
proposals to (i) elect as directors the two nominees named herein, and (ii)
ratify the selection of Coopers & Lybrand as independent public accountants to
audit the financial statements of the Company for the fiscal year ending
September 30, 1997.
The record date for determination of holders of Common Stock who are
entitled to notice of and to vote at the Annual Meeting or any adjournment or
adjournments thereof is April 11, 1997 (the "Record Date").
VOTING SECURITIES; PROXIES
On the Record Date, there were 9,934,920 shares of Common Stock outstanding
and entitled to vote. See "Principal Stockholders" for information on
stockholders owning more than five percent of these shares. Each share of Common
Stock is entitled to one vote, exercisable in person or by proxy, on any matter
that may properly come before this Annual Meeting. A quorum with respect to this
Annual Meeting requires the presence, either in person or represented by proxy,
of the holders of at least a majority of the outstanding shares of the voting
stock of the Company.
All shares of Common Stock represented at the Annual Meeting by properly
executed proxies received prior to or at the Annual Meeting, and not revoked,
will be voted at the Annual Meeting in accordance with the instructions thereon.
Shares represented by proxies marked as abstentions on any proposal will not be
voted on that proposal, although they will be counted for quorum purposes and to
determine voting results. Broker's shares held in "street name" and not voted by
such broker will be counted for quorum purposes but will not be counted to
determine voting results. Except as provided in the foregoing sentence, if no
instructions are indicated, in accordance with recommendations of the Board of
Directors and management of the Company, the proxies solicited by this Proxy
Statement will be voted FOR (i) the election of the nominees described herein to
the Board of Directors (ii) the ratification of Coopers & Lybrand as independent
public accountants to audit the financial statements of the Company for the
fiscal year ending September 30, 1997 and (iii) by the proxies in their sole
discretion on any other matter to come before the meeting. The Board of
Directors recommends that stockholders vote FOR proposals (i) and (ii).
A proxy may be revoked at any time before it is voted by (1) filing with
the Secretary of the Company, at or before the Annual Meeting, a written notice
of revocation bearing a date later than the date of the proxy; (2) duly
executing a subsequent proxy relating to the same shares and delivering it to
the Secretary of the Company; or (3) attending the Annual Meeting and voting in
person. Attendance at the Annual Meeting will not in and of itself constitute
revocation of a proxy. Any written notice of revocation should be sent to
1
<PAGE> 4
Astrotech International Corporation, 960 Penn Avenue, Suite 800, Pittsburgh,
Pennsylvania 15222, Attention: Raymond T. Royko, Secretary.
VOTE REQUIRED
Approval of proposal (i) above, election of nominees as directors, requires
the affirmative vote of the holders of a plurality of the outstanding shares of
Common Stock present in person or represented by proxy at the meeting and
entitled to vote on the election of directors. Approval of proposal (ii) above
requires the affirmative vote of the holders of a majority of the outstanding
shares of Common Stock, present in person or represented by proxy at the meeting
and entitled to vote.
PROPOSALS TO BE ACTED UPON AT THE ANNUAL MEETING
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Certificate of Incorporation provides that its Board of
Directors may fix the number of directors in accordance with the By-laws of the
Company. The number of directors has been fixed at six. The By-laws also specify
that the directors are to be divided into three classes, which are as nearly
equal in number as reasonably possible. The terms of office of the directors in
Class I, Class II and Class III will expire at the 1998 Annual Meeting, 1999
Annual Meeting and 1997 Annual Meeting, respectively. In addition, the By-laws
provide that directors chosen to succeed those directors whose terms expire
shall be elected for a term of office to expire at the third succeeding Annual
Meeting after their election. Accordingly, two directors (Class III) are to be
elected at this Annual Meeting, and their term of office will expire at the 2000
Annual Meeting of Stockholders. In the event that either of the nominees is
unable or unwilling to serve as a director for any reason, the persons named in
the enclosed proxy will vote for such substituted nominees as shall be
designated by the Company's Board of Directors. Both nominees are currently
directors of the Company and expressed their willingness to serve again.
Information regarding the nominees for election as directors of the Company
is set forth below. For information concerning the continuing directors, see
"Information Concerning Directors and Officers."
NOMINEES FOR ELECTION AS DIRECTOR:
ROBERT F. KASTELIC Director Since 1988
Age: 62
Mr. Kastelic is Chairman of Quasitronics, Inc., and President of Xetca,
Inc. (d/b/a X-Mark Industries "X-Mark/CDT"), formerly wholly-owned subsidiaries
of the Company. Quasitronics, Inc. is a designer and manufacturer of computer
peripheral hardware and instrumentation and control systems for industry and is
located at 2ll Vandale Drive, Houston, Pennsylvania 15342. X-Mark is engaged in
the precision fabrication business and is located at 200l N. Main Street,
Washington, Pennsylvania 1530l. Mr. Kastelic is a member of the board of
directors of Fidelity Bank, Pittsburgh, Pa. Mr. Kastelic served as President of
the Company from September 1986 to March 1988.
S. KENT ROCKWELL Director Since 1995
Age: 52
Mr. S. Kent Rockwell has been Chairman of the Company since August 1989,
Chief Executive Officer of the Company since August 1987 and President of the
Company from April 1988 to October 1995. Mr. Rockwell served as chairman of
McEvoy Oil Field Equipment from 1979 to 1981 and president of Rockwell Energy
Products from 1976 to 1979.
The Board of Directors recommends that stockholders vote FOR the election
of Messrs. Kastelic and Rockwell as Class III directors.
2
<PAGE> 5
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, pursuant to a recommendation by the Finance-Audit
Committee, has selected, subject to stockholder ratification, Coopers & Lybrand
to act as the Company's independent public accountants to audit the financial
statements of the Company for the fiscal year ending September 30, 1997. Coopers
& Lybrand has served as the Company's independent auditors since June 1985.
Representatives of Coopers & Lybrand are expected to be present at the
Annual Meeting and, while they are not expected to make a statement, they will
have the opportunity to do so, if they desire. Such representatives will be
available to respond to appropriate questions from the stockholders.
The Board of Directors recommends that stockholders vote FOR the
ratification of the selection of Coopers & Lybrand as the independent public
accountants of the Company for fiscal 1997.
PRINCIPAL STOCKHOLDERS
As of the Record Date, the following persons were the only persons known by
the Company to own beneficially more than five percent of the Common Stock.
Except as indicated, each beneficial owner listed below exercises sole voting
power and sole investment power over the shares beneficially owned.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL NUMBER OF SHARES PERCENT
TITLE OF CLASS OWNER BENEFICIALLY OWNED OF CLASS
- ------------------ ----------------------------------- ------------------ --------
<S> <C> <C> <C>
Common Stock T. Richard Mathews 670,403(1) 6.76
4422 F.M. 1960 W., Suite 350
Houston, TX 77068
Common Stock Roger W. Thiltgen 517,260(2) 5.21
14650 Champion Forest Dr.
#1801
Houston, TX 77069
Common Stock S. Kent Rockwell 1,452,152(3) 14.57
407 Landon Gate
Fox Hall
Pittsburgh, PA 15238
Common Stock Irwin Jacobs 1,600,000 16.16
c/o Jacobs Management
Corporation
100 South Fifth Street
Minneapolis, MN 55402
</TABLE>
- ---------
(1) Includes 34,877 shares of Common Stock held of record by Mr. Mathews' minor
son as to which Mr. Mathews shares voting and investment power and 15,000
shares of Common Stock which Mr. Mathews has the right to acquire within 60
days pursuant to an option granted under the Company's Stock Incentive Plan.
(2) Includes 12,690 shares of Common Stock held of record by Mr. Thiltgen's
minor children as to which Mr. Thiltgen shares voting and investment power
and 20,000 shares of Common Stock which Mr. Thiltgen has the right to
acquire within 60 days pursuant to an option granted under the Stock
Incentive Plan and the Non-employee Directors Stock Option Plan.
(3) Includes 1,380,052 shares of Common Stock held of record by Rockwell Venture
Capital, Inc. The sole stockholder of Rockwell Venture Capital, Inc. is Mr.
Rockwell and as such has sole voting and investment power. Also includes
67,000 shares of Common Stock which Mr. Rockwell has the right to acquire
within 60 days pursuant to options granted under the 1984 Option Plan and
the Stock Incentive Plan.
3
<PAGE> 6
DIRECTORS AND EXECUTIVE OFFICERS
CLASS I DIRECTORS WHOSE TERMS EXPIRE IN 1998:
JOHN HENRY Director Since 1992
Age: 70
Since 1978, Mr. Henry has been President and Vice-Chairman of Sinclair &
Rush, Inc., a plastics manufacturer located in St. Louis, Missouri. From 1967 to
1978, Mr. Henry was a Senior Vice President of Rockwell International
Corporation and served as President of its Admiral Corporation subsidiary. Mr.
Henry serves on the Board of Directors of Sinclair & Rush, Inc., Aldila, Inc.,
and is a member of the Board of Trustees of Duquesne University in Pittsburgh,
Pennsylvania.
ROGER W. THILTGEN Director Since 1989
Age: 46
Mr. Thiltgen served as Vice President--Market Development from March 6,
1992, to May 9, 1995. Prior thereto, Mr. Thiltgen had provided consulting
services for intellectual property matters and various development projects for
the three-year period ended February 21, 1992. From December 1978 until February
22, 1989, Mr. Thiltgen was President of HMT Inc. Mr. Thiltgen is president of
DIASU Building, Inc. and HMT Investments, Inc., leasing companies. Mr. Thiltgen
is also president of Champion Resources, Inc., an oil and gas and real estate
firm, chairman of G.S. Evans Sales and Manufacturing located in Little Rock,
Arkansas and Tanglewood Resort and Conference Center located in Pottsboro,
Texas.
CLASS II DIRECTORS WHOSE TERMS EXPIRE IN 1999:
FRED E. BAXTER, JR. Director Since 1983
Age: 53
Since September, 1992 Mr. Baxter has been a sole practitioner in his
independent law office. He practiced previously as partner at the law firm of
Grogan, Graffam, McGinley & Lucchino at Three Gateway Center, 22nd Floor,
Pittsburgh, Pennsylvania 15222. Prior to February 1988 Mr. Baxter practiced with
and was the President of the law firm of Gondleman, Baxter, McVerry, Smith,
Yatch & Trimm, P.C., 450 Fifth Avenue, Pittsburgh, Pennsylvania 15219. He became
associated with that law firm in 1972. Since 1983, he has been a director of the
Central Blood Bank of Pittsburgh, which is located at 812 Fifth Avenue,
Pittsburgh, Pennsylvania 15219.
T. RICHARD MATHEWS Director Since 1992
Age: 48
From December 1978 until February 22, 1989, Mr. Mathews was Vice-President
and Secretary of HMT, Suite 350, 4422 F.M. 1960 W., Houston, Texas 77068. From
February 22, 1989, to October 3, 1985, Mr. Mathews served as President and Chief
Operating Officer of HMT. Mr. Mathews was appointed President and Chief
Operating Officer of the Company on October 3, 1995.
Except as otherwise indicated, each director of the Company has held the
principal occupation identified herein for at least five years. All the
directors and executive officers of the Company are citizens of the United
States and Mr. S. Kent Rockwell's business address is at the Company, 960 Penn
Avenue, Suite 800, Pittsburgh, Pennsylvania 15222. Messrs. Thiltgen's and
Mathews' business address is 4422 F.M. 1960, Houston, Texas 77068; Mr.
Kastelic's business address is 2001 North Main Street, Washington, Pennsylvania
15301, Mr. Henry's business address is 157 North Drive, Pittsburgh, PA 15238,
and Mr. Baxter's business address is 3445 Babcock Boulevard, Pittsburgh, PA
15237.
EXECUTIVE OFFICERS:
RAYMOND T. ROYKO Age: 51
Mr. Royko has served as Vice President, Secretary and General Counsel of
the Company since October 1986. From September 1975 to March, 1986 he served as
Secretary and General Counsel of The Union Corporation. From March, 1986 through
December, 1986 he served as a consultant to The Union
4
<PAGE> 7
Corporation. The Union Corporation is principally engaged in financial services
and is located in Greenwich, Connecticut.
EDWARD C. SHERRY, JR. Age: 54
In March 1994, Mr. Sherry was appointed the Company's Vice President of
Corporate Relations. From 1965 to 1980 he held various management positions in
sales, marketing, real estate, finance and public affairs with Exxon Company,
USA. From 1980 to 1987 Mr. Sherry served as General Manager of retail marketing
with Pennzoil Company and from 1987 to 1991, he had general management
responsibility for GW Resources, Inc. a diversified privately-held management
company. Prior to joining the Company he served various clients as a consultant.
HELEN VARDY GRICKS AGE: 35
Ms. Gricks was appointed the Company's Treasurer and Chief Accounting
Officer on May 17, 1994. Prior to her appointment as Treasurer, Ms. Gricks
served the Company as Director, Corporate Accounting from 1989 and prior thereto
was Manager, Consolidation Accounting. Ms. Gricks joined the Company in 1985.
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
As of the Record Date, the holdings of the Company's directors,
individually, and all officers and directors as a group were as follows. Except
as indicated, each beneficial owner listed below exercises sole voting power and
sole investment power over the shares beneficially owned.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
AS OF APRIL 11, 1997(1)
-------------------------
NAME POSITION NUMBER PERCENT
- ---------------------------- ------------------------- --------- -------
<S> <C> <C> <C>
S. Kent Rockwell Chairman, Chief Executive 1,452,152(2) 14.57
Officer, Chief Financial
Officer and Director
Fred E. Baxter, Jr. Director 10,540 *
John Henry Director 30,000 *
Robert F. Kastelic Director 12,472(3) *
Roger W. Thiltgen Director 517,260(4) 5.21
T. Richard Mathews President and Director 670,403(5) 6.76
Raymond T. Royko Vice President, Secretary 44,200 *
and General Counsel
All directors and officers 2,755,193 27.32
as a group (nine
individuals)
</TABLE>
- ---------
* Less than one percent
(1) The number of shares of Common Stock with respect to S. K. Rockwell, Roger
W. Thiltgen, T. Richard Mathews, Raymond T. Royko and all current directors
and officers as a group include the following number of shares that such
individuals and group, respectively, have the right to acquire pursuant to
stock options within 60 days: 67,000, 20,000, 15,000, 39,500 and 183,666.
(2) Includes 1,380,052 shares of Common Stock held of record by Rockwell Venture
Capital, Inc. ("RVC"). The sole shareholder of RVC is Mr. Rockwell and as
such has sole voting and investment power.
(3) Includes 1,100 shares of Common Stock held by Mr. Kastelic's wife.
(4) Includes 12,690 shares of Common Stock held of record by Mr. Thiltgen's
minor children as to which Mr. Thiltgen shares voting and investment power.
(5) Includes 34,877 shares of Common Stock held of record by Mr. Mathews' minor
son as to which Mr. Mathews shares voting and investment power.
5
<PAGE> 8
BOARD AND COMMITTEE MEETINGS
During the fiscal year ended September 30, 1996, the Board of Directors of
the Company held five meetings. The Board of Directors has a Finance-Audit
Committee, a Compensation Committee and a Nominating Committee.
The Finance-Audit Committee of the Board of Directors of the Company
recommends the selection of the Company's independent auditors, reviews the
Company's accounting and financial policies and procedures and systems of
internal control, reviews all recommendations and comments from the independent
auditors and makes such reports and recommendations to the Board of Directors as
it deems appropriate. The members of the Finance-Audit Committee are Messrs.
Baxter, Henry and Kastelic. The Finance-Audit Committee held two meeting during
the fiscal year ended September 30, 1996.
The Compensation Committee of the Board of Directors reviews the salaries
of executive personnel and directors and makes recommendations pertaining to
such salaries to the Board of Directors. The members of the Compensation
Committee are Messrs. Baxter, Henry and Kastelic. The Compensation Committee
held one meeting during the fiscal year ended September 30, 1996.
The Nominating Committee reviews the qualifications of potential candidates
and recommends to the Board of Directors nominees for positions on the Board.
The Nominating Committee will consider recommendations for nominees that are
submitted in writing by the stockholders to the Secretary of the Company. The
members of the Nominating Committee are Messrs. Baxter, Henry and Kastelic. The
Nominating Committee held one meeting during the fiscal year ended September 30,
1996.
During the fiscal year ended September 30, 1996, no incumbent director
attended fewer than 75% of the total number of meetings of the Board of
Directors and all Committees of the Board that he was eligible to attend.
DIRECTORS COMPENSATION
Directors who are not otherwise compensated as employees or consultants to
the Company or its subsidiaries are paid a monthly retainer of $1,000,
attendance fees of $500 per Board meeting and $250 for each Committee meeting,
plus out-of-pocket expenses incurred in performing their duties. Directors who
are also consultants are eligible to receive the fees for attendance at Board
and Committee meetings, but not the monthly retainer.
1995 NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
In February 1995, the Company's Board of Directors adopted the 1995
Nonemployee Directors Stock Option Plan ("Directors Plan") which was approved by
the Company's stockholders on May 9, 1995. All directors of the Company who are
not employees are eligible to receive options to purchase Common Stock under the
Directors Plan. Each of the four eligible directors received an option to
purchase 10,000 shares at an exercise price of $3.187 (equal to the fair market
value of the Common Stock on the date of grant). Such options are not
exercisable during the first year after grant and are fully exercisable
thereafter until the tenth anniversary of the grant date. In addition, current
directors are ineligible to receive additional options under the Directors Plan,
although any new eligible director will be granted, at election or appointment,
an option to purchase 10,000 shares at an exercise price equal to the fair
market value on the date of grant. The maximum number of shares which may be
issued pursuant to the Directors Plan is 100,000.
EXECUTIVE COMPENSATION
The following table summarizes certain information regarding compensation
paid or accrued during each of the Company's last three fiscal years for those
executive officers whose annual compensation exceeded $100,000 during the fiscal
year ended September 30, 1996.
6
<PAGE> 9
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------------------
AWARDS
OTHER ----------------------- PAYOUTS ALL OTHER
ANNUAL COMPENSATION ANNUAL RESTRICTED -------- COMPEN-
NAME AND PRINCIPAL ------------------------------ COMPEN- STOCK OPTIONS/ LTIP SATION
POSITION YEAR SALARY BONUS SATION AWARD(S) SARS PAYOUTS (1)(2)
- ------------------------- ----- -------- -------- -------- ---------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
S. Kent Rockwell 1996 $250,000 $100,000 -0- None None None $ 6,029
Chairman/CEO 1995 $250,000 $100,000 -0- None 15,000 None $ 7,218
CEO 1994 $250,000 $ 45,000 -0- None None None $ 8,109
T. Richard Mathews 1996 $225,000 $ 75,000 -0- None None None $ 4,146
President(3) 1995 $210,000 $ 11,443 -0- None None None $ 6,930
1994 $210,000 -0- -0- None None None $ 6,930
Raymond T. Royko 1996 $150,000 $ 33,000 -0- None None None $ 5,468
V.P., Secretary 1995 $150,000 $ 30,000 -0- None 3,000 None $ 6,750
and General Counsel 1994 $150,000 $ 10,000 -0- None None None $ 6,750
</TABLE>
- ---------
(1)Includes amounts in company contributions accrued during each fiscal year for
each of Messrs. Rockwell, Mathews and Royko pursuant to the Company's Profit
Sharing Plan established under Section 401(k) of the Internal Revenue Code of
1986, as amended (the "401(k) Plan").
(2) The Company maintains a Split-Dollar Life Insurance Program for S. Kent
Rockwell. Under this Program, Mr. Rockwell is the owner of a life insurance
policy whereby the Company pays the annual premium for this coverage and Mr.
Rockwell has assigned certain rights in the policy to the Company as
collateral insuring that the Company will recover the full amount of premium
paid by the Company from any benefits payable under the policy.
(3) Mr. Mathews had entered into an employment agreement to act as President of
HMT which commenced on February 22, 1989, the date the Company acquired
HMT. Mr. Mathews received an annual base salary of $210,000 and for the
fiscal year ending September 30, 1996, was entitled to bonus equal to a
percentage of the operating profits of HMT for such fiscal year. On October
3, 1995, Mr. Mathews was appointed President and Chief Operating Officer of
the Company and his employment agreement with HMT automatically terminated.
Except as otherwise set forth, the aggregate amount of personal benefits
provided to all current executive officers individually and as a group for the
fiscal year ended September 30, 1996, did not exceed the lesser of $50,000 or
ten percent of the compensation reported in the Cash Compensation Table under
"Executive Compensation."
STOCK OPTIONS GRANTED IN FISCAL 1996
No grant of stock options to purchase common stock was made to any
executive officer during fiscal 1996. No Stock Appreciation Rights were granted
during fiscal 1996 and none were outstanding at September 30, 1996.
OPTION EXERCISES AND FISCAL YEAR END VALUES
Shown below is information with respect to the unexercised options to
purchase the Company's Common Stock under the Company's Stock Option Plans to
the named officers and held by them at September 30, 1996. None of the named
officers exercised any stock options during fiscal 1996.
7
<PAGE> 10
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS AT
FY-END(#) FY-END ($)
SHARES ------------ -----------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE(1)
- -------------------------------- ------------ ------------- ------------ -----------------
<S> <C> <C> <C> <C>
S. Kent Rockwell None None 67,000/None 187,220/0
T. Richard Mathews None None 15,000/None 60,000/0
Raymond T. Royko None None 39,500/None 87,015/0
</TABLE>
- ---------
(1) Fiscal year ended September 30, 1996. The average price of the Common Stock
on September 30, 1996, on the American Stock Exchange was $5.25.
In 1984, the Company adopted a Stock Option Plan (the "1984 Stock Option
Plan") for eligible employees, including officers an directors. While Messrs.
Rockwell and Royko hold 12,000 and 6,500 options, respectively, no additional
options may be granted under the 1984 Stock Option Plan.
In 1989, the Company's Board of Directors adopted the 1989 Stock Incentive
Plan (the "Stock Incentive Plan") which was approved by the stockholders on May
18, 1989. Options may be granted to key employees of the Company and to
directors who are also employees or consultants of the Company. At September 30,
1996, options to purchase 414,500 shares of Common Stock were outstanding under
the Stock Incentive Plan.
In connection with the Company's acquisition of Brown-Minneapolis Tank &
Fabricating Co., the Company's Board of Directors adopted the 1994 Stock Option
Plan for Employees of BMT ("1994 BMT Plan") which was approved by the Company's
stockholders at the annual meeting held on May 17, 1994. Pursuant to the 1994
BMT Plan (which became effective on March 1, 1994, the day the Company completed
the acquisition of BMT), 400,000 shares of Common Stock were reserved for
issuance by the Company in connection with awards of stock options under the
1994 BMT Plan. These shares are available for issuance to key employees of BMT
or any BMT subsidiary. Effective March 1, 1994, stock options to purchase
400,000 shares of Common Stock were awarded to 19 key employees of BMT (none of
whom are executive officers or directors of the Company).
Mr. Mathews had entered into an employment agreement with HMT which
commenced on February 22, 1989, the date the Company acquired HMT. This
agreement, as amended, terminated on October 3, 1995, the date Mr. Mathews was
appointed the Company's President and Chief Operating Officer.
RETIREMENT BENEFITS
The Company maintains three separate 401(k) retirement savings plans.
Eligible employees, as defined, can contribute up to 10% of eligible salary. The
Company (i) may make discretionary contributions based upon profits as
determined by the Board of Directors and (ii) matches employee participant
contributions in an amount equal to (a) 25% of each participant's contribution
up to a maximum of 4% of a participant's salary, (b) 75% of each participating
employee's contribution of up to a maximum of 6% of the participating employee's
compensation for each year or (c) 50% of each participating employee's
contribution of up to a maximum of 4% of the participating employee's
compensation for each year.. Aggregate contributions for the fiscal year ended
September 30, 1996 for employees of the Company and its subsidiaries other than
executive officers were $384,000.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Exchange
Act that might incorporate future filings, including this proxy statement, in
whole or in part, the following Compensation Committee report and the
performance graph shall not be incorporated by reference into any such filings.
8
<PAGE> 11
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors has furnished the
following report on Executive Compensation:
Under the supervision of the Compensation Committee of the Board of
Directors, the Company has developed and implemented certain compensation
policies and programs which seek to enhance the growth and profitability of the
Company and thus shareholder value. The Company utilizes a simple total
Compensation Program that consists of cash and equity based compensation. The
cash compensation consists of (i) a base salary and (ii) an annual bonus, as
described below. The equity based compensation is in the form of stock options
issued pursuant to the Company's stock option plans. The Committee believes that
this Compensation Program effectively allows the Company to enhance shareholder
value, foster teamwork and adequately reward its employees.
Annual base salaries are generally set at competitive levels so that the
Company can attract and retain key employees of outstanding abilities and
further, the Company relies on annual incentive compensation to motivate key
employees to perform to the full extent of their abilities. The Company's
operating subsidiaries have informal incentive compensation programs pursuant to
which most key employees are eligible to receive annual compensation payments in
addition to their annual base salaries. Awards made under this program are
generally based upon profitability of the particular operation, upon the
contribution to profit of certain business areas, upon judgment of performance,
and upon a combination of these factors.
The goals of these informal incentive compensation programs are to align
compensation with business objectives and performance, and to enable the Company
to attract, retain and reward key employees who contributed to the long-term
success of the Company. This type of incentive compensation is closely tied to
the performance of the business unit and individual employee in a manner that
encourages continuing focus on establishing profitability and increasing
shareholder value.
In evaluating the performance and establishing the compensation of the
Chief Executive Officer of the Company, as well as determining the bonus award
granted for fiscal 1996, the Committee recognizes and places emphasis on his
success in completely restructuring the Company, analyzing and completing the
selective acquisitions encompassed in management's strategic operating plan, the
successful integration of these acquired businesses into the Company's
continuing operation structure, and the improvement in both the Company's
revenues and earnings.
All bonus awards to executive officers are made in the sole discretion of
this Committee, except for Mr. Mathews, whose bonus award was provided by
formula approved by this Committee which calls for a cash bonus based upon the
Company's net income for fiscal 1996.
The purpose of the equity based program encompassed by the Company's stock
option plans is to provide additional incentives to employees to work to
maximize shareholder value. The equity based program also encourages key
employees to continue in the employ of the Company. During fiscal 1996, the
Chief Executive Officer received no stock options to acquire shares of the
Company's Common Stock. The Company has however, during fiscal 1996 granted
stock options to certain key management personnel and in the past has also
granted stock options to a broad based pool of the total employee population.
The Company intends to comply with the requirements of Section 162(m) of
the Internal Revenue Code of 1986, as amended; however this committee does not
expect cash compensation to any one employee during fiscal 1996 to be in excess
of one million dollars or consequently affected by the requirements of Section
162(m).
The Compensation Committee
Robert F. Kastelic
Fred E. Baxter, Jr.
John Henry
Date: November 14, 1996
9
<PAGE> 12
PERFORMANCE GRAPH
NOTE: The stock price performance shown on the graph below is not
necessarily indicative of future price performance.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG ASTROTECH INTERNATIONAL CORPORATION, THE AMEX MARKET VALUE INDEX AND A
PEER GROUP
<TABLE>
<CAPTION>
ASTROTECH IN-
MEASUREMENT PERIOD TERNATIONAL AMEX MARKET
(FISCAL YEAR COVERED) CORP. PEER GROUP VALUE
<S> <C> <C> <C>
9/91 100 100 100
9/92 102 68 101
9/93 74 58 123
9/94 48 60 122
9/95 57 51 145
9/96 91 45 153
</TABLE>
* $100 Invested on 09/30/91 in stock or index-including reinvestment of
dividends. Fiscal year ending September 30.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Messrs. Roger W. Thiltgen and T. Richard Mathews have an ownership interest
in DIASU Building Inc. which leases office space to the Company under agreement
providing for monthly rental payments of $9,952. The Company's management
believes that the terms of these leases are no less favorable to the Company
than those which could be obtained from an unaffiliated third party.
On March 1, 1994, the Company acquired all of the Capital Stock of
Brown-Minneapolis Tank & Fabricating Co. ("BMT") from Mr. Irwin Jacobs. The
consideration paid by the Company to Mr. Jacobs was comprised of the following:
(i) $11,515,000 in cash; (ii) 1,600,000 shares of Common Stock; (iii) a $500,000
unsecured subordinated promissory note; and (iv) contingent annual cash payments
for a period of five years beginning as of October 1, 1993, in an amount equal
to 50% of the BMT Calculated Profit Amount (as defined in the Stock Purchase
Agreement) for each of the fiscal years ended September 30, 1994 through 1998,
inclusive; provided, however that in no event shall the aggregate contingent
payments to Mr. Jacobs exceed $9,000,000. For fiscal years 1995 and 1996 this
contingent purchase consideration amounted to $424,000 and $1,355,000,
respectively. On February 28, 1997 the parties amended the Stock Purchase
Agreement to provide for a complete settlement of all remaining contingent
purchase consideration for a cash payment of $2,600,000. The Company paid
$600,000 upon signing the amendment and expects to pay the remainder on or
before September 30, 1997.
10
<PAGE> 13
ADDITIONAL INFORMATION
DISSENTERS' RIGHTS
Dissenters' rights of appraisal will not be available under Delaware law
with respect to the matters to be voted upon at the Annual Meeting, as described
in this Proxy Statement.
SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholders who wish to include proposals in the Company's proxy materials
for its 1998 Annual Meeting should submit their proposals in writing to the
attention of the Company's Secretary at the Company's executive offices for
receipt by December 9, 1997. Such proposals must conform to the regulations of
the Securities and Exchange Commission concerning stockholder proposals.
METHODS AND EXPENSES OF SOLICITATION
The Company will bear the expenses involved in soliciting proxies on the
enclosed form or forms. Solicitation will be by mail, although directors,
officers and employees of the Company may, for no additional compensation,
solicit proxies by telephone, telegram, special letter or personal interview.
Brokers and other persons holding stock in the names of nominees will be
requested to forward proxy materials to the beneficial owners of the stock and
to obtain proxies. The Company will defray the reasonable expenses incurred in
forwarding such material.
OTHER MATTERS
The Board of Directors knows of no matters, other than those mentioned
above, that will be presented to the stockholders for action at the Annual
Meeting. If other matters requiring action by the stockholders properly come
before the meeting, it is the intention of those named in the accompanying proxy
to vote such proxy in accordance with their best judgment upon such matters.
By Order of the Board of Directors,
Raymond T. Royko
Secretary
April 15, 1997
11
<PAGE> 14
ASTROTECH INTERNATIONAL CORPORATION
PROXY FOR ANNUAL MEETING TO BE HELD MAY 13, 1997
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints S. Kent Rockwell and Raymond T. Royko as
Proxies, and each of them with power of substitution, and hereby authorizes them
to represent the undersigned and vote, as designated below, all of the shares of
Common Stock, par value $.01 per share (the "Common Stock"), of Astrotech
International Corporation ("Astrotech") that the undersigned would be entitled
to vote if personally present at the Annual Meeting of Stockholders to be held
at the Westin William Penn, 530 William Penn Place, Pittsburgh, Pennsylvania on
Tuesday, May 13, 1997, and at any adjournments thereof:
(TO BE SIGNED ON REVERSE SIDE)
- -----------
SEE REVERSE
SIDE
- -----------
<PAGE> 15
[ X ] Please mark your
votes as in this
example.
1. Election of FOR WITHHELD Nominees: S. Kent Rockwell and
Directors: [ ] [ ] Robert F. Kastelic
(To withhold authority to vote for an individual nominee, write his
name on the following line.)
--------------------------------------------------------------------
FOR AGAINST ABSTAIN
(2) Ratification of Selection [ ] [ ] [ ]
of Independent Public
Accountants: Proposal to
ratify the selection of
Coopers & Lybrand as
independent public
accountants.
FOR AGAINST ABSTAIN
(3) In their discretion, the [ ] [ ] [ ]
Proxies are authorized to
vote on the transaction of
such other business as may
properly come before the
meeting and any adjournment
or adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED. IF NO SPECIFICATION IS MADE, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED "FOR" PROPOSALS (1) AND (2).
SIGNATURE(S) DATED , 1997
-------------------------------------- -------------------
NOTE: Please sign EXACTLY as your name appears on this card. When shares are
held by joint tenants, both should sign. When signing as trustee,
executor, etc., title should be so stated. If a corporation, please sign
in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
