Amendment No. 1
to
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 the Registrant [x]
Filed by a Party other than the Registrant
Check the appropriate box:
[ ] 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 Rule 14a-11(c) or Rule 14a-12
CFM 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 (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>
CFM TECHNOLOGIES, INC.
1336 Enterprise Drive
West Chester, PA 19380
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NOTICE OF 1998 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 5, 1998
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TO OUR SHAREHOLDERS:
You are invited to be present either in person or by proxy at the Annual
Meeting of Shareholders of CFM Technologies, Inc. to be held at the Sheraton
Great Valley Hotel, 707 East Lancaster Pike, Frazer, Pennsylvania 19355, on
Thursday, March 5, 1998 beginning at 10:00 A.M., for the following purposes:
1. To elect six (6) directors; and
2. To act upon such other matters as may properly come before the meeting.
The Board of Directors has fixed the close of business on January 30, 1998
as the record date for determining shareholders entitled to notice of and to
vote at the meeting and any adjournments thereof. A list of shareholders
entitled to vote at the meeting will be available for examination by any
shareholder for any purpose germane to the meeting ten days prior to the meeting
during normal business hours at the Company's offices at 1336 Enterprise Drive,
West Chester, PA 19380. Such list of shareholders will also be available for
inspection at the meeting.
The Directors hope that you will find it convenient to attend the meeting
in person, but whether or not you plan to attend, please sign, date and return
the enclosed proxy promptly to ensure your shares are represented at the
meeting. Shareholders who execute proxies retain the right to revoke them (in
writing) at any time prior to the voting thereof. A return envelope, which
requires no postage if mailed in the United States, is enclosed for your
convenience.
By Order of the Board of Directors
Lorin J. Randall
Secretary
West Chester, Pennsylvania
February 5, 1998
<PAGE>
VOTING AT THE MEETING
Only holders of shares of Common Stock of the Company (the "Common Stock")
of record at the close of business on January 30, 1998 will be entitled to vote
at the Meeting. On such date, there were 7,914,427 shares of Common Stock, the
only outstanding voting securities of the Company, issued and outstanding. Each
share of Common Stock is entitled to one vote on all matters.
The holders of a majority of the shares entitled to vote, present in person
or represented by proxy, constitute a quorum. Each nominee for director must
receive a plurality of the votes cast by the holders of shares entitled to vote
at the Meeting. Shares cannot be voted at the Meeting unless the holder of
record is present in person or by proxy. The shares of Common Stock represented
by each properly executed proxy will be voted at the Meeting in accordance with
each shareholder's directions. Shareholders are urged to specify their choices
by marking the appropriate boxes on the enclosed proxy; if no choice has been
specified, the shares will be voted as recommended by the Board of Directors. If
any other matters are properly presented to the Meeting for action, the proxy
holders will vote the proxies (which confer discretionary authority to vote on
such matters) in accordance with their best judgment.
With regard to the election of directors, votes may be cast in favor or
withheld; votes that are withheld will be excluded entirely from the vote and
will have no effect, other than for purposes of determining the presence of a
quorum. Abstentions will be considered present and entitled to vote at the
Meeting, but will not be counted as votes cast in the affirmative.
Brokers who hold shares in street name for customers have the authority to
vote on certain items when they have not received instructions from beneficial
owners. Brokers that do not receive instructions are entitled to vote those
shares with respect to the election of directors. A failure by a broker to vote
those shares will
<PAGE>
have no effect on the outcome of this proposal because such shares are not
considered shares present and entitled to vote with respect to this matter under
applicable Pennsylvania law.
The Company will bear the cost of the Meeting and the cost of soliciting
proxies, including the cost of mailing the proxy materials. In addition to
solicitation by mail, directors, officers and regular employees of the Company
(who will not be specifically compensated for such services) may solicit proxies
in person and by telephone or facsimile. Arrangements have been made for the
Company's transfer agent, American Stock Transfer & Trust Company (and may also
be made with brokerage houses and other custodians, nominees and fiduciaries),
for forwarding proxy materials to the beneficial owners of shares of Common
Stock held of record by such persons, and the Company will reimburse the
transfer agent (and such other entities) for reasonable out-of-pocket expenses
incurred in forwarding such materials.
Your proxy vote is important. Accordingly, the Company asks you to
complete, sign and return the accompanying proxy whether or not you plan to
attend the Meeting. If you plan to attend the Meeting to vote in person and your
shares are registered with the Company's transfer agent in the name of a broker,
bank or other custodian, nominee or fiduciary, you must secure a proxy from such
person assigning you the right to vote your shares.
SECURITY OWNERSHIP
The following table sets forth certain information as of January 30, 1998,
as supplied to the Company, regarding the beneficial ownership of the Common
Stock by all persons known to the Company who own more than 5% of the
outstanding shares of the Company's Common Stock, each director of the Company,
each executive officer named in the summary compensation table under the caption
"Executive Compensation" included elsewhere herein and all executive officers
and directors as a group. Unless otherwise indicated, based upon information
provided to the Company by the directors, executive officers and principal
shareholders, the persons named in the table below have sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by them.
Shares Beneficially Owned (1)
-----------------------------
NAME * Number Percent
- ------ ------ -------
Christopher F. McConnell (2) ............ 1,216,094 15.34%
Alan E. Walter (3) ...................... 337,481 4.26
Roger A. Carolin (4) .................... 224,837 2.78
James J. Kim (5) ........................ 67,038 **
Burton E. McGillivray (6) ............... 53,297 **
Milton S. Stearns, Jr. (7) .............. 44,043 **
Joseph E. Berger (8) .................... 39,613 **
Lorin J. Randall (9) .................... 35,267 **
Brad S. Mattson (10) .................... 9,534 **
David L. deLesdernier (11) .............. 9,375 **
All directors and executive
officers as a group (9 persons) (12).... 1,704,087 20.63%
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* Unless otherwise indicated the business address of each shareholder named
in this table is CFM Technologies, Inc., 1336 Enterprise Drive, West
Chester, PA 19830.
** Less than 1%.
(1) Based on 7,914,427 shares outstanding.
(2) Includes 38,919 shares owned by Mr. McConnell's wife, 200,000 shares owned
jointly with Mr. McConnell's wife and 26,623 shares held in trust for Mr.
McConnell's children.
(3) Includes exercisable options to purchase 5,000 shares and 3,000 shares held
in trust for Mr. Walter's children.
(4) Consists of 41,159 shares owned by Mr. Carolin's wife and exercisable
options to purchase 183,678 shares.
<PAGE>
(5) Includes 60,758 shares owned by ANAM S&T Co., Ltd. ("ANAM"), of which Mr.
Kim is, directly and indirectly, the largest shareholder.
(6) Includes 24,948 shares owned jointly with Mr. McGillivray's wife and
exercisable options to purchase 24,349 shares.
(7) Includes 4,000 shares held in a trust of which Mr. Stearns is a trustee and
exercisable options to purchase 14,843 shares.
(8) Consists of exercisable options to purchase 39,416 shares.
(9) Consists of exercisable options to purchase 34,431 shares.
(10) Consists of exercisable options to purchase 9,534 shares.
(11) Consists of exercisable options to purchase 9,375 shares.
(12) Includes exercisable options to purchase 342,615 shares.
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the total compensation for the Company's
Chief Executive Officer and the other four most highly compensated executive
officers of the Company (collectively, the "Named Executive Officers") for
services in all capacities the Company or its subsidiaries for the fiscal year
ended October 31, 1997 and the total compensation earned by such individuals for
the Company's prior two fiscal years.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation Awards
-------------------
Annual Compensation Securities All Other
Name and Fiscal ----------------------- Underlying Compensation
Principal Position Year Salary ($) Bonus ($) Options (#) ($)(1)
- ------------------ ---- ---------- --------- ----------- ------
<S> <C> <C> <C> <C> <C>
Roger A. Carolin 1997 $175,000 $34,500 63,300 $ 5,476
President and Chief 1996 150,000 60,000 -- 6,653
Executive Officer 1995 103,550 30,000 -- 6,531
Christopher F. McConnell 1997 150,000 40,250 40,000 6,786
Chairman of the Board of 1996 140,000 50,000 -- 8,066
Directors 1995 103,550 30,000 -- 9,386
Lorin J. Randall 1997 145,000 33,500 45,800 5,662
Vice President Finance, 1996 125,000 30,000 -- 5,426
Chief Financial Officer, 1995 101,563 15,000 39,916 72
Secretary and Treasurer (2)
Joseph E. Berger 1997 120,000 25,000 21,000 5,040
Vice President 1996 90,000 25,000 -- 3,691
Worldwide Sales and Marketing 1995 82,000 16,500 -- 2,236
Alan E. Walter 1997 115,000 21,000 20,000 6,366
Senior Vice President 1996 90,000 35,000 -- 6,744
Business Development (3) 1995 79,800 22,500 -- 1,745
David L. deLesdernier 1997 110,000 10,500 -- 798
Vice President Engineering (4) 1996 32,082 -- 30,000 116
</TABLE>
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(1) Compensation reported represents (a) amounts from the Company's annual
profit sharing plan; (b) the Company's matching contribution to the 401-K
Plan paid in fiscal 1996 for the 1995 fiscal year, paid in fiscal 1997 for
the 1996 fiscal year and paid in fiscal 1998 for the 1997 fiscal year; (c)
the dollar value of premiums paid by the Company on life insurance policies
regularly furnished to all employees; and (d) payments under the Founders
Club Bonus Plan. The amounts reported above for fiscal year 1997 are
comprised of:
Profit 401-K Company Life Founders Club
Sharing Match Insurance Bonus
------- ----- --------- -----
Roger A. Carolin $ 624 $4,750 $ 102 $ --
Christopher F. McConnell 624 4,546 102 1,515
Lorin J. Randall 624 4,750 288 --
Joseph E. Berger 624 4,350 66 --
Alan E. Walter 624 4,350 102 1,515
David L. deLesdernier 624 -- 174 --
(2) Mr. Randall joined the Company in January 1995.
(3) Mr. Walter was an executive officer until March 1997.
(4) Mr. deLesdernier joined the Company in September 1996.
