<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 17, 1996
------------------------
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 17, 1996 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 25, 1996 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 1, 1996
<PAGE> 3
ANNUAL MEETING OF STOCKHOLDERS
MAY 17, 1996
------------------------
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 17, 1996 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 25, 1996 are
entitled to notice and to vote at the meeting. There were 7,279,406 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,
1995 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 56 1979
Chairman of the Board of Directors of
the Company
Alexander V. d'Arbeloff.......... Director of the Company, Chief Executive 68 1984
Officer and Chairman of the Board of
Directors of Teradyne, Inc., a
manufacturer of semiconductor test
equipment; Director, Stratus Computer,
Inc., a computer manufacturer; Director,
PRI Automation, Inc., a semiconductor
equipment manufacturer(1)(2)
David A.B. Brown................. Director of the Company; President of 52 1989
The Windsor Group, Inc., a management
consulting firm of which he is
co-founder; Director, EMCOR Group, Inc.,
an electrical and mechanical engineering
company; Director, Marine Drilling
Companies, an owner and operator of
offshore drilling rigs.(1)(2)
J. Chuan Chu..................... Director of the Company; Chairman of 76 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.
</TABLE>
During 1995, the Board of Directors held six meetings. Three of the
directors attended 100% of the Board and relevant committee meetings during
1995, while one of the directors, Mr. d'Arbeloff, attended 67% 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. Going forward, the compensation that will be paid to each non-employee
director is currently being reviewed and may change during 1996.
On May 1, 1995, Mr. Brown, Mr. d'Arbeloff and Mr. Chu were each granted
options to purchase 500 shares of Common Stock under the Company's 1989 Stock
Option Plan for Directors, each at an exercise price of $5.00 per share. The
plan provides for a grant of options to purchase 500 shares of Common Stock on
April 30 of each year. For each of Mr. Brown, Mr. d'Arbeloff and Mr. Chu,
options to purchase 125 shares are exercisable on April 30, 1996, options to
purchase 125 shares are exercisable on April 30, 1997, options to purchase 125
shares are exercisable on April 30, 1998 and options to purchase 125 shares are
exercisable on April 30, 1999. Also, on June 21, 1995 Mr. Brown was granted
options to purchase 500 shares of Common Stock under the same plan, each at an
exercise price of $2.00 per share. The plan provides for a grant of options to
purchase 500 share of Common Stock on April 30 of each year. In this case, the
options were treated as if they had been granted on April 1, 1991. As a result,
all 500 of these options are immediately exercisable.
The Audit Committee, composed of Alexander V. d'Arbeloff, J. Chuan Chu and
David A.B. Brown, held one meeting independent of the Board of Directors
meetings during 1995. The Committee recommends to the
2
<PAGE> 5
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 recommendations to the Board
regarding compensation matters. The Committee held no meetings independent of
the Board of Directors meetings during 1995.
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 1995 to file by these dates. The
Company's directors, officers and ten percent holders satisfied all of these
filing requirements for 1995. 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
<TABLE>
The following table sets forth certain information regarding beneficial
ownership as of February 28, 1996 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.
<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)........................... 1,833,500 24.9%
Alexander V. d'Arbeloff............................. 32,475 *
David A.B. Brown.................................... 4,475 *
J. Chuan Chu........................................ 450 *
David H. Barry(3)................................... 38,850 *
Thomas P. Kealy(3).................................. 20,630 *
All directors and executive officers as a group
(6 persons)(4).................................... 1,930,380 26.2%
FMR Corp.(5)........................................ 448,700 6.1%
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 120,000 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. Includes 22,500 shares, which are as a result of options
which are exercisable within 60 days of the record date.
(3) Includes 14,600 shares for Mr. Barry and 10,800 for Mr. Kealy which are a
result of options exercisable within 60 days of the record date.
</TABLE>
3
<PAGE> 6
(4) Includes 55,300 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
dispositive power with respect to all of the shares, while Fidelity
Management and Research Company has sole voting power of 448,700 shares.
EXECUTIVE COMPENSATION
<TABLE>
The following table sets forth information with respect to compensation
paid to or accrued on behalf of the persons who on December 31, 1995 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 1993, 1994 and 1995.
SUMMARY COMPENSATION 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.............. 1995 249,861 167,229 -- 7,750
Chairman and 1994 237,554 123,936 15,000 7,250
Chief Executive Officer 1993 213,423 -- -- 8,293
David H. Barry...................... 1995 130,110 56,435 -- 2,361
Vice President 1994 117,526 42,144 8,000 1,875
and General Manager 1993 105,280 -- -- 1,701
Thomas P. Kealy..................... 1995 98,109 25,842 -- 1,780
Vice President, Corporate 1994 89,284 19,560 4,000 1,415
Controller and Chief Accounting 1993 84,901 -- -- 1,331
Officer
<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 $5,000 for term life insurance.
</TABLE>
<TABLE>
The table below sets forth information with respect to the aggregate value
at year end of options held by the Named Executive Officers.
AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FY-END OPTION VALUE
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED ON DECEMBER 31, 1995 DECEMBER 31, 1995
EXERCISE VALUE EXERCISABLE/ EXERCISABLE/
NAME (#) REALIZED ($) UNEXERCISABLE ($) UNEXERCISABLE ($)
---- ----------- ------------ ----------------- -----------------
<S> <C> <C> <C> <C>
Paul J. van der Wansem.................... 20,000 130,000 17,250/9,750 52,403/26,227
David H. Barry............................ 31,350 192,019 11,800/5,200 36,242/13,988
Thomas P. Kealy........................... 8,850 55,313 9,400/2,600 29,286/ 6,994
</TABLE>
4
<PAGE> 7
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee has submitted the following report:
In February 1995 the Compensation Committee adopted a 1995 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
levels. During 1995, as a result of this plan, no award was to be payable if
earnings per share amounted to less than $0.50. At $0.50, 50% of target bonus
was payable; at $0.65, 100% of target bonus was payable; at $0.75, 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 1995 resulted in the payment pursuant to this Plan
of 115% of target bonus based on earnings per share of $0.68.
The Company has an Incentive Profit Sharing Plan for all eligible
employees. The persons included in the 1995 Management Incentive Plan are
eligible to participate in the Company-wide profit sharing plan, but any
earnings they derive from this plan during the year are deducted from their
earned Management Compensation Bonuses earned.
David A.B. Brown, Chairman
Alexander D. d'Arbeloff
J. Chuan Chu
5
<PAGE> 8
COMPARATIVE STOCK PERFORMANCE
<TABLE>
The following graph shows the cumulative total return on BTU Common Stock
since January 1, 1990 compared to the Standard & Poors 500 Index and the
Standard & Poors High Tech Composite Index. Historical stock price performance
is not necessarily indicative of future performance.
[C/R GRAPH]
<CAPTION>
Cumulative Total Return
--------------------------------------------------
12/90 12/91 12/92 12/93 12/94 12/95
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
BTU INTL INC BTUI 100 76 124 162 362 357
S & P 500 1500 100 130 140 155 157 215
S & P HIGH TECH COMPOSITE IHTC 100 114 119 146 170 245
</TABLE>
AUDIT MATTERS
Arthur Andersen & Co. has been selected to examine the financial statements
of the Company for the year ended December 31, 1996, 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 1997 must be received by the Company no later than December
4, 1996.
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.
7
<PAGE> 10
ANNUAL MEETING OF BTU INTERNATIONAL, INC.
MAY 17, 1996
P
R The undersigned hereby constitutes and appoints Paul J. van
O der Wansem and Thomas P. Kealy, or either of them with power of
X substitution to each, proxies to vote and act at the Annual Meeting of
Y Stockholders on May 17, 1996 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
-----------
<PAGE> 11
/ 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
/ / / /
MARK HERE
FOR ADDRESS / /
CHANGE AND
NOTE AT LEFT
- ------------------------------------------
For all nominees except as noted above
Please sign exactly as name(s)
appear hereon. When signing as
attorney, executor, administrator,
trustee, or guardian, please sign
your full title as such. Each
joint owner should sign.
