<PAGE> 1
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:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
BTU International, Inc.
(Name of Registrant as Specified In Its Charter)
BTU International, Inc.
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $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:
4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / 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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<PAGE> 2
BTU INTERNATIONAL, INC.
23 ESQUIRE ROAD
NORTH BILLERICA, MASSACHUSETTS 01862-2596, USA
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 19, 1995
------------------------
Notice is hereby given that the Annual Meeting of Stockholders of BTU
International, Inc. will be held at the offices of the Company, 23 Esquire Road,
North Billerica, Massachusetts, at 10:00 A.M. on Friday, May 19, 1995 for the
following purposes:
1. To elect four directors to serve for the ensuing year.
2. To transact any other business that may properly come before the
meeting or any adjournment thereof.
Stockholders of record at the close of business on March 27, 1995 are
entitled to notice of and to vote at the meeting.
If you are unable to be present personally, please sign and date the
enclosed proxy and return it promptly in the enclosed envelope.
By Order of the Board of Directors
JOHN E. BEARD
Secretary
April 3, 1995
<PAGE> 3
ANNUAL MEETING OF STOCKHOLDERS
MAY 19, 1995
---------------
PROXY STATEMENT
---------------
The enclosed proxy is solicited on behalf of the Board of Directors of BTU
International, Inc. ("BTU" or the "Company") to be voted at the Annual Meeting
of Stockholders to be held on May 19, 1995 or at any adjournment thereof. The
cost of solicitation of proxies will be borne by BTU. Directors, officers and
employees of BTU may also solicit proxies by telephone, telegraph or personal
interview. BTU will reimburse banks, brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by them in sending
proxy materials to the beneficial owners of shares.
Only stockholders of record at the close of business on March 27, 1995 are
entitled to notice and to vote at the meeting. There were 6,917,985 shares
outstanding on that date, each of which is entitled to one vote.
Shares represented by proxies in the form enclosed, if properly executed
and returned and not revoked, will be voted as specified, but where no
specification is made, the shares will be voted to fix the number of directors
at four and for the election as directors of the nominees named below. To be
voted, proxies must be filed with the Secretary prior to voting. Proxies may be
revoked at any time before exercise by filing a notice of such revocation with
the Secretary.
The holders of a majority of the issued and outstanding shares of Common
Stock, present in person or represented by proxy and entitled to vote, will
constitute a quorum for the transaction of business at the Annual Meeting.
Directors shall be elected by a plurality of the votes cast at the meeting for
the election of directors. An abstention from voting and a broker non-vote will
have no effect on the outcome.
The Annual Report to Stockholders for BTU's fiscal year ended December 31,
1994 has been mailed with this proxy statement. This proxy statement and the
enclosed proxy were mailed to stockholders on the same date as the date of the
Notice of Annual Meeting. The principal executive offices of BTU are located at
23 Esquire Road, North Billerica, Massachusetts 01862-2596.
1. ELECTION OF DIRECTORS
The persons named in the enclosed proxy intend to vote each share as to
which a proxy has been properly executed and returned and not revoked to fix the
number of directors at four and in favor of the election as directors of the
four nominees named below, all of whom are now directors of BTU, unless
authority to vote for the election of any or all of such nominees is withheld by
marking the proxy to that effect.
The persons elected as directors will serve until the next Annual Meeting
of Stockholders and until their successors are elected and shall qualify. It is
expected that each of the nominees will be able to serve, but if any nominee is
unable to serve, the proxies reserve discretion to vote or refrain from voting
for a substitute nominee or nominees or to fix the number of directors at a
lesser number.
1
<PAGE> 4
<TABLE>
<CAPTION>
BUSINESS EXPERIENCES AND DIRECTOR
NAME CURRENT DIRECTORSHIPS AGE SINCE
---- ------------------------ --- --------
<S> <C> <C> <C>
Paul J. van der Wansem........... President, Chief Executive Officer and 55 1979
Chairman of the Board of Directors of
the Company
Alexander V. d'Arbeloff.......... Director of the Company; President, 67 1984
Chief Executive Officer and Chairman of
the Board of Directors of Teradyne,
Inc., a manufacturer of semiconductor
test equipment; Director, Stratus
Computer, Inc., a computer manufacturer
(1)(2)
David A.B. Brown................. Director of the Company; President of 51 1989
The Windsor Group, Inc., a management
consulting firm of which he is
co-founder; Director, The Western
Company of North America, Inc., an oil
field service company (1)(2)
J. Chuan Chu..................... Director of the Company; Chairman of 75 1991
Columbia International Corporation, an
engineering firm; Senior Advisor, Office
of the President of SRI International,
an international consulting firm;
Director, Interproject Corp., an
international construction and trading
company; Senior Research Professor,
Development Research Center, State
Council, China (1)(2)
<FN>
---------------
(1) Member of Audit Committee
(2) Member of Stock Option and Compensation Committee.
During 1994, the Board of Directors held five meetings. Three of the directors attended 100% of the Board and relevant
committee meetings during 1994 while one of the directors, Mr. d'Arbeloff, attended 50% of the same meetings. Each director who is
not an officer or employee of the Company is entitled to receive $5,000 annually, plus $750 for each directors meeting attended and
$500 for each committee meeting attended independent of a directors meeting.
On May 19, 1994, Mr. Brown, Mr. d'Arbeloff and Mr. Chu were each granted options to purchase 1,500 shares of Common Stock
under the Company's 1989 Stock Option Plan for Directors, each at an exercise price of $2.00 per share. The plan provides for a
grant of options to purchase 500 shares of Common Stock on April 30 of each year. Therefore, in each case described above, the grant
of options to purchase 500 shares of Common Stock was treated as if it were granted on April 30, 1992, the grant of options to
purchase an additional 500 shares of Common Stock was treated as if it were granted on April 30, 1993 and the grant of options to
purchase the final 500 shares of Common Stock was treated as if it were granted on April 30, 1994. As a result, for each of Mr.
Brown, Mr. d'Arbeloff and Mr. Chu, options to purchase 525 shares are exercisable immediately, options to purchase 500 shares are
exercisable on April 30, 1995, options to purchase 325 shares are exercisable on April 30, 1996 and options to purchase 150 shares
are exercisable on April 30, 1997.
The Audit Committee, composed of Alexander V. d'Arbeloff, J. Chuan Chu and David A.B. Brown, held two meetings during 1994.
The Committee recommends to the Board of Directors the independent public accountants to be engaged by the Company; reviews with the
independent public accountants and management the Company's internal accounting procedures and controls; and reviews with the
independent public accountants the scope and results of the auditing engagement.
The Stock Option and Compensation Committee, composed of Alexander V. d'Arbeloff, J. Chuan Chu and David A.B. Brown,
administers the Company's stock option and compensation plans and provides
</TABLE>
2
<PAGE> 5
recommendations to the Board regarding compensation matters. The Committee held
one meeting during 1994.
The Company has no nominating committee.
COMPLIANCE UNDER SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Under Section 16(a) of the Securities Exchange Act of 1934, the Company's
directors, its officers and any persons holding more than ten percent of the
Company's Common Stock are required to report to the Securities and Exchange
Commission holdings and transactions in the Common Stock. Specific due dates for
these reports have been established, and the Company is required to report in
this proxy statement any failure during 1994 to file by these dates. The
Company's directors, officers and ten percent holders satisfied all of these
filing requirements for 1994. In making these statements, the Company has relied
on the written representations of its directors, officers and ten percent
holders and copies of the reports that they have filed with the Commission and
the Company.
BENEFICIAL OWNERSHIP OF SHARES
The following table sets forth certain information regarding beneficial
ownership as of February 28, 1995 of the Company's Common Stock (i) by each
person known by the Company to own beneficially more than 5% of the Company's
Common Stock, (ii) by each of the Company's directors and nominees, (iii) by
each executive officer of the Company and (iv) by all directors and executive
officers of the Company as a group.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED (1)
-------------------------
NUMBER
OF PERCENT OF
DIRECTORS AND EXECUTIVE OFFICERS SHARES COMMON STOCK
-------------------------------------------------- -------- ------------
<S> <C> <C>
Paul J. van der Wansem(2)......................... 1,913,250 27.0%
Alexander V. d'Arbeloff........................... 31,875 *
David A.B. Brown.................................. 3,375 *
J. Chuan Chu...................................... 2,875 *
David H. Barry(3)................................. 56,050 *
Thomas P. Kealy(3)................................ 19,230 *
All directors and executive officers
as a group (6 persons)(4)....................... 2,026,655 28.6%
FMR Corp.(5)...................................... 616,470 8.7%
82 Devonshire Street
Boston, MA 02109
<FN>
---------------
* Less than one percent
(1) Except as otherwise noted, each person or entity named in the table has sole voting and investment power with respect to all
shares of Common Stock shown as beneficially owned by him or it.
(2) Includes 190,000 shares of Common Stock held by trusts, of which Mr. van der Wansem is a trustee, for the benefit of certain
members of Mr. van der Wansem's family. Excludes from the Common Stock number the 40,000 shares of Class AA Preferred Stock
(16.7% of the class) owned by Mr. van der Wansem and his sister which is convertible into a like number of shares of Common
Stock. Includes 37,250 shares, which are as a result of options which are exercisable within 60 days of the record date.
(3) Includes 43,150 shares for Mr. Barry and 18,250 for Mr. Kealy which are a result of options exercisable within 60 days of the
record date.
(4) Includes 106,225 shares which are as a result of options which are exercisable within 60 days of the record date.
(5) According to information filed with the Securities and Exchange Commission in a Schedule 13D and an amendment thereto, FMR
Corp., through Fidelity Management and Research Company and Fidelity Venture Associates, Inc., its wholly-owned subsidiaries,
owns the shares reported. FMR Corp. has sole
</TABLE>
3
<PAGE> 6
dispositive power with respect to all of the shares, while Fidelity
Management and Research Company has sole voting power of 527,200 shares, and
Fidelity Ventures Associates, Inc. has sole voting power of 89,270 shares.
EXECUTIVE COMPENSATION
The following table sets forth information with respect to compensation
paid to or accrued on behalf of the persons who on December 31, 1994 were the
chief executive officer and the two other most highly paid executive officers of
the Company (the "Named Executive Officers") for services to the Company for the
years 1992, 1993 and 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS(1) COMPENSATION(2)
--------------------------- ---- ------ ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C>
Paul J. van der Wansem.................. 1994 $237,554 $ 123,936 15,000 $7,250
Chairman and Chief Executive Officer 1993 $213,423 -- -- $8,293
1992 $246,594 -- -- $8,675
David H. Barry.......................... 1994 $117,526 $ 42,144 8,000 $1,875
Vice President and General Manager 1993 $105,280 -- -- $1,701
1992 $116,483 -- -- $1,870
Thomas P. Kealy......................... 1994 $ 89,284 $ 19,560 4,000 $1,415
Vice President, Corporate 1993 $ 84,901 -- -- $1,331
Controller and Chief Accounting Officer 1992 $ 96,460 -- -- $1,407
<FN>
---------------
(1) Amounts shown are numbers of shares of Common Stock covered by options granted.
(2) Consists of Company contributions to the 401(k) plan and, in the case of Mr. van der Wansem, a
Company payment of $5,000 for term life insurance.
</TABLE>
The table below sets forth information with respect to option grants to
Named Executive Officers for fiscal year 1994.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
---------------------------------------------------------- ----------------------
(a) (b) (c) (d) (e) (f) (g)
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO
OPTIONS/SARS EMPLOYEES EXERCISE OR
GRANTED IN FISCAL BASE PRICE EXPIRATION
NAME (#) YEAR ($/SH) DATE 5%($) 10%($)
---- ------------ ------------ ----------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Paul van der Wansem.... 15,000 14.6% $2.00 05/19/99 $38,288.44 $48,315.29
David H. Barry......... 8,000 7.8% $2.00 05/19/99 $20,420.50 $25,768.15
Thomas P. Kealy........ 4,000 3.9% $2.00 05/19/99 $10,210.25 $12,884.07
</TABLE>
The table below sets forth information with respect to the aggregate value
at year end of options held by the Named Executive Officers.
4
<PAGE> 7
AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FY-END OPTION VALUE
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
DECEMBER 31, 1994 DECEMBER 31, 1994
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------------------- -------------------------
<S> <C> <C>
Paul J. van der Wansem........................... 37,250/9,750 $106,500/$41,250
David H. Barry................................... 43,150/5,200 $135,056/$22,000
Thomas P. Kealy.................................. 18,250/2,600 $ 56,869/$11,000
</TABLE>
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee has submitted the following report:
After the Company incurred operating losses in 1990 and 1991, management
adopted a temporary salary reduction program pursuant to which all executive
officers (as well as a number of other salaried employees) accepted salary
reductions in amounts that increased, as a percentage of salary, as salaries
increased. Salary levels were restored in two increments beginning September 26,
1993. Salaries were fully restored during 1994.
During 1994 the Compensation Committee adopted a Management Incentive
Compensation Plan pursuant to which cash bonuses were to be paid to executives
of the Company based on achievement of levels of earnings per share. In the 1994
plan, no award was to be payable if earnings per share amounted to less than
$.30. At $.30, 50% of target bonus was payable; at $.37, 100% of target bonus
was payable; at $.44, 150% of target bonus was payable. "Target bonus" for the
three participants in the Plan amounted to 60% of base salary for Paul van der
Wansem, President and Chief Executive Officer, 40% of base salary for David
Barry, Vice President and General Manager and 25% percent of base salary for
Thomas Kealy, Chief Financial Officer. Operating results in the 1994 resulted in
the payment pursuant to this Plan of 86% of target bonus based on earnings per
share of $.35.
In February 1995, the Compensation Committee established the 1995
Management Incentive Compensation Plan. The Plan was broadened to include six
additional individuals.
Target bonuses for the three officers of the Company, Mr. van der Wansem,
Mr. Barry, and Mr. Kealy, expressed as a percentage of salary, are the same as
the 1994 Plan.
The 1995 Plan contains higher earnings per share threshold than the 1994
Plan but otherwise operates on the same principles as the 1994 Plan.
The Company has an Incentive Profit Sharing Plan for all eligible
employees. The persons paid out of the 1995 Management Incentive Plan are not
eligible to participate in the Company-wide profit sharing plan.
David A.B. Brown, Chairman
Alexander D. d'Arbeloff
S. Chuan Chu
5
<PAGE> 8
COMPARATIVE STOCK PERFORMANCE
The following graph shows the cumulative total return on BTU Common Stock
since January 1, 1990 compared to the Standard & Poor's 500 index, the Standard
& Poor's High Tech Composite Index and the Standard & Poor's Capital Goods
Index. The Company has selected the Standard & Poor's High Tech Composite Index
to replace the Standard & Poor's Capital Goods Index because the former appears
to be a more accessible index which better reflects the Company's business than
the Capital Goods Index. However the Company has included both indexes in its
1994 performance graph. Historical stock price performance is not necessarily
indicative of future performance.
<TABLE>
[Paste Up Graph Here]
<CAPTION>
--------------------------------------------------------------------------------
Dec-89 Dec-90 Dec-91 Dec-92 Dec-93 Dec-94
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BTU International Inc. 100 29 22 36 47 106
S&P 500 100 97 126 136 150 152
S&P Capital Goods 100 96 115 119 136 147
S&P High Tech Composite 100 102 116 121 149 174
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</TABLE>
AUDIT MATTERS
Arthur Andersen & Co. has been selected to examine the financial statements
of the Company for the year ended December 31, 1995, and to report the results
of their examination.
A representative of Arthur Andersen & Co. is expected to be present at the
Annual Meeting and will be afforded the opportunity to make a statement and to
respond to appropriate questions from stockholders.
6
<PAGE> 9
STOCKHOLDER PROPOSALS
Proposals of stockholders submitted for consideration at the Annual Meeting
of Stockholders in 1996 must be received by the Company no later than December
5, 1995.
OTHER BUSINESS
The Board of Directors knows of no business that will come before the
meeting for action except as described in the accompanying Notice of Meeting.
However, as to any such business, the persons designated as proxies will have
discretionary authority to act in their best judgment.
FORM 10-K
A COPY OF BTU'S ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS AVAILABLE WITHOUT CHARGE (EXCEPT FOR A REASONABLE CHARGE
FOR FURNISHING EXHIBITS) BY WRITING TO: OFFICE OF INVESTOR RELATIONS, BTU
INTERNATIONAL, INC., 23 ESQUIRE ROAD, NORTH BILLERICA, MASSACHUSETTS 01862-2596.
7
<PAGE> 10
ANNUAL MEETING OF BTU INTERNATIONAL, INC.
MAY 19, 1995
P
R The undersigned hereby constitutes and appoints Paul J. van der
O Wansem and Thomas P. Kealy, or either of them with power of substitution
X to each, proxies to vote and act at the Annual Meeting of Stockholders
Y on May 19, 1995 at 10:00 a.m., and at any adjournments thereof, upon and
with respect to the number of shares of Common Stock of the Company as
to which the undersigned may be entitled to vote or act. The
undersigned instructs such proxies, or their substitutes, to vote in
such manner as they may determine on any matters which may come before
the meeting, all as indicated in the accompanying Notice of Meeting and
Proxy Statement, receipt of which is acknowledged, and to vote on the
following as specified by the undersigned. All proxies heretofore given
by the undersigned in respect of said meeting are hereby revoked.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. Unless
otherwise specified in the boxes provided on the reverse side hereof,
the proxy will be voted IN FAVOR of all nominees for director, and in the
discretion of the named proxies as to any other matter that may come
before this meeting or any adjournments thereof.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE
/X/ Please mark
votes as in
this example
PLEASE DO NOT FOLD THIS PROXY
1. To fix the number of Directors for the ensuing
year at (4) and to elect the following (4) Directors.
Nominees: Paul J. van der Wansem, Alexander V.
d'Arbeloff, David A.B. Brown and J. Chuan Chu.
FOR WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
/ / / /
--------------------------------------
For all nominees except as noted above
<TABLE>
<CAPTION>
<S> <C> <C>
Please sign exactly as name(s) appear hereon. When signing as Signature ____________________________ Date ____________
attorney, executor, administrator, trustee, or guardian, please sign Signature ____________________________ Date ____________
your full title as such. Each joint owner should sign.
</TABLE>
