<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
sec. 240.14a-11(c) or sec. 240.14a-12
</TABLE>
MODTECH
- --------------------------------------------------------------------------------
(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] Fee not required.
[ ] 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
MODTECH, INC.
2830 Barrett Avenue
Perris, California 92571
(909) 943-4014
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 15, 1998
To the Holders of Common Stock of Modtech, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Modtech, Inc. will be held at the Sheraton Hotel, 4545 MacArthur Boulevard,
Newport Beach, California 92660 on July 15, 1998 at 2:00 P.M., local time, for
the following purposes:
1. To elect a board of seven (7) directors, with each director so
elected to hold office until the next Annual Meeting and until
their successors have been duly elected and qualified; and
2. To transact such other business as may properly come before
the Annual Meeting and any continuation or adjournment
thereof.
The Board of Directors has fixed the close of business on May 22, 1998
as the record date for the determination of the shareholders entitled to notice
of and to vote at the Annual Meeting, and only shareholders of record at the
close of business on that date will be entitled to vote at the Annual Meeting.
All shareholders are cordially invited to attend the Annual meeting in
person. YOU ARE URGED TO PROMPTLY COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED
PROXY IN THE ACCOMPANYING PRE-ADDRESSED, STAMPED ENVELOPE. Your proxy will not
be used if you are present at the Annual Meeting and desire to vote your shares
personally.
By Order of the Board of Directors,
Evan M. Gruber, Chief Executive Officer
Perris, California
May 29, 1998
IMPORTANT: IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON, IT IS IMPORTANT
THAT YOUR SHARES BE REPRESENTED SO THAT THE PRESENCE OF A
QUORUM MAY BE ASSURED. PLEASE SIGN AND DATE THE ENCLOSED PROXY
AND MAIL IT PROMPTLY. NO POSTAGE REQUIRED IF MAILED IN THE
UNITED STATES.
<PAGE> 3
MODTECH, INC.
2830 Barrett Avenue
Perris, California 92571
-------------------
PROXY STATEMENT
-------------------
ANNUAL MEETING OF SHAREHOLDERS
To Be Held July 15, 1998
This Proxy Statement is being furnished to the shareholders of Modtech,
Inc., a California corporation (the "Company"), in connection with the
solicitation of proxies by the Company's Board of Directors for use at the
Annual Meeting of Shareholders of the Company to be held at the Sheraton Hotel,
4545 MacArthur Boulevard, Newport Beach, California 92660, on July 15, 1998 at
2:00 P.M., local time, and at any continuation or adjournment thereof.
This Proxy Statement, and the accompanying Notice of Annual Meeting and
proxy card, are first being mailed on or about May 29, 1998 to shareholders of
record on May 22, 1998, the record date for the determination of the
stockholders entitled to notice of and to vote at the Annual Meeting. A copy of
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1997, which contains audited financial statements, as filed with the Securities
and Exchange Commission, is concurrently being mailed to all shareholders of
record as of May 22, 1998.
The cost of soliciting proxies will be borne by the Company. In
addition to the solicitation of proxies by mail, solicitation may be made by
telephone, telegraph or personal interview by Directors, officers and other
regular employees of the Company, without extra compensation. Brokerage houses,
nominees, fiduciaries and other custodians will be requested to forward
soliciting material to the beneficial owners of shares and will be reimbursed
for their expenses.
VOTING RIGHTS
As of April 30, 1998, the record date for the determination of the
shareholders of the Company entitled to notice of and to vote at the Annual
Meeting, there were 9,856,169 shares of the Company's Common Stock outstanding.
Each share of Common Stock entitles the holder to one vote on each matter to
come before the Annual Meeting, except that shareholders may be entitled to
cumulative voting rights in the election of directors as describe below.
Cumulative voting rights entitle a shareholder to give one nominee that
number of votes equal to the number of directors to be elected multiplied by the
number of shares of Common Stock he or she is entitled to vote, or to distribute
such number of votes among two or more nominees in such proportion as the
shareholder may choose. The seven nominees receiving the highest number of votes
at the Annual Meeting will be elected. In order for all shareholders to cumulate
votes, one shareholder must give notice to the Secretary prior to commencement
of voting that of his or her intention to cumulate his or her votes.
Properly executed and returned proxies, unless revoked, will be voted as
directed by the shareholder or, in the absence of such direction, by the persons
named therein FOR the election of the seven director nominees listed below. As
to any other business which may properly come before the Annual Meeting, the
proxy holders will vote in accordance with their best judgment. A proxy may be
revoked at any time before it is voted by delivery of written notice of
revocation to the Secretary of the Company or by delivery of a subsequently
dated proxy, or by attendance at the Annual Meeting and voting in person.
Attendance at the Annual Meeting without also voting will not in and of itself
constitute the revocation of a proxy.
2
<PAGE> 4
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth information regarding the ownership of the
Company's Common Stock as of April 15, 1998, by (i) each of the current
directors and nominees for election as a director of the Company, (ii) each
person or group known by the Company to be the beneficial owner of more than 5%
of the Company's outstanding Common Stock, and (iii) all current directors and
executive officers of the Company as a group. Except as otherwise noted and
subject to community property laws where applicable, each beneficial owner has
sole voting and investment power with respect to all shares shown as
beneficially owned by them. Except as otherwise indicated, the address of each
holder identified below is in care of the Company, 2830 Barrett Avenue, Perris,
California 92571.
<TABLE>
<CAPTION>
Name and Address Shares Percent of
of Beneficial Owner Beneficially Owned (1) Class (1)
------------------- ---------------------- ----------
<S> <C> <C>
Gerald B. Bashaw (2) 395,549 4.0
Evan M. Gruber (3) 335,455 3.3
Michael G. Rhodes (4) 81,250 *
Robert W. Campbell (5) 15,000 *
James D. Goldenetz (6) 124,531 1.2
Charles C. McGettigan (7) (14) 2,364,811 24.0
Daniel J. Donahoe (8) 2,500 *
Myron A. Wick, III (7) (14) 2,364,811 24.0
Jon D. Gruber (9) (14) 4,604,721 46.6
J. Patterson McBaine (10) (14) 4,545,521 46.0
Gruber & McBaine Capital Management (11) (14) 2,172,410 22.0
Platinum Partners, L.P. (12) 522,000 5.3
Proactive Partners, L.P. (13) (14) 2,329,066 23.6
All directors and officers as a group
(9 persons) (2) (3) (4) (5) (6) (7) (8 3,354,841 32.3
</TABLE>
--------------------------
* Less than one percent.
(1) In calculating beneficial and percentage ownership, all shares of
Common Stock which a named shareholder will have the right to acquire
within 60 days of the record date for the Annual Meeting upon exercise
of stock options and stock purchase warrants are deemed to be
outstanding for the purpose of computing the ownership of such
shareholder, but are not deemed to be outstanding for the purpose of
computing the percentage of Common Stock owned by any other
shareholder. As of April 15, 1998, an aggregate of 9,856,169 shares of
Common Stock were outstanding. This does not give effect to the
potential issuance of 1,400,000 issuable upon exercise of options
granted or which may be granted under the Company's stock option plans.
See "Election of Directors - Stock Options."
(2) Includes 15,000 shares issuable upon exercise of stock options.
(3) Includes 302,500 shares issuable upon exercise of stock options, but
does not include 330,833 shares issuable upon exercise of stock options
which have been granted but currently are not exercisable. Evan M.
Gruber and Jon D. Gruber are not related.
(4) Includes 54,250 shares issuable upon exercise of stock options, but
does not include 186,250 shares issuable upon exercise of stock options
which have been granted but currently are not exercisable.
(5) Includes 15,000 shares issuable upon exercise of stock options.
(6) Includes 110,000 shares issuable upon exercise of stock options.
(7) Includes 20,745 shares owned of record directly by each of Messrs.
McGettigan and Wick, and all shares owned of record by Proactive
Partners, L.P. and affiliates of which Messrs. McGettigan and Wick are
general partners. Also includes options to purchase 15,000 shares which
have been granted to each of Messrs. McGettigan and Wick for serving on
the Company's Board of Directors.
(8) All of these shares are issuable upon exercise of stock options.
3
<PAGE> 5
(9) Includes 103,245 shares owned of record directly by Mr. Gruber, all
shares owned of record by Proactive Partners, L.P. and affiliates, of
which Mr. Gruber is a general partner, and all shares owned of record
by Gruber & McBaine Capital Management and affiliates, of which Mr.
Gruber is a general partner. Jon D. Gruber and Evan M. Gruber are not
related.
(10) Includes 44,045 shares owned of record directly by Mr. McBaine, all
shares owned of record by Proactive Partners and affiliates, of which
Mr. McBaine is a general partner, and all shares owned of record by
Gruber & McBaine Capital Management and affiliates, of which Mr.
McBaine is a general partner.
(11) Includes 110,200 shares owned of record directly by Gruber & McBaine
Capital Management, all shares owned of record by Proactive Partners,
L.P. and affiliates, and 2,062,210 shares owned of record by Lagunitas
Partners, Gruber & McBaine International and GMJ Investments,
affiliated entities.
(12) These shares are owned of record by Platinum Partners, L.P., a
Massachusetts limited partnership (the "Partnership"), and also are
deemed to be beneficially owned by Hori Capital Management, Inc., the
sole general partner of the Partnership, and by Calvin G. Hori, the
sole shareholder, director and President of Hori Capital Management,
Inc., the address of each of which is One Washington Mall, 7th Floor,
Boston, Massachusetts 02108.
(13) Includes 2,329,066 shares owned of record by Proactive Partners, L.P.
and the shares owned of record by Fremont Proactive Partners, an
affiliated entity.
(14) The address of each of Charles C. McGettigan, Myron A. Wick, III, Jon
D. Gruber, J. Patterson McBaine, Gruber & McBaine Capital Management
and Proactive Partners, L.P. is 50 Osgood Place, San Francisco, CA
94133.
4
<PAGE> 6
ELECTION OF DIRECTORS
The Company's current Board of Directors has nominated seven (7)
individuals, Gerald B. Bashaw, Daniel J. Donahoe III, James D. Goldenetz Evan M.
Gruber, Robert W. Campbell, Charles C. McGettigan and Myron A. Wick, III, for
election as directors of the Company at the Annual Meeting, each to serve as
such until the next annual meeting of the Company's shareholders and until their
respective successors are elected and qualified. Each of the nominees is a
current member of the Company's Board of Directors. Although it is not presently
contemplated that any nominee will decline or be unable to serve as a Director,
in either such event, the proxies will be voted by the proxy holders for such
other persons as may be designated by the present Board of Directors should any
nominee become unavailable to serve. In the event that anyone other than the
seven nominees listed below should be nominated for election as a director, the
persons named in the accompanying proxy will have the authority, to be exercised
in their discretion, to vote cumulatively for less than all of the nominees. The
seven nominees receiving the highest number of votes at the Annual Meeting will
be elected.
NOMINEES
Certain information concerning the seven individuals nominated by the
Company's Board of Directors for election at the Annual Meeting to serve as
directors of the Company for the ensuing year is set forth below:
Gerald B. Bashaw, age 63, founded the Company in 1982. Prior to that
time he served as the Vice President of Operations and then President of Aurora
Modular Industries, a manufacturer of modular classrooms, mobile homes, office
trailers, and modular houses and buildings, which he co-founded in 1965.
Robert W. Campbell, age 41, is the Managing Director of Corporate
Finance at L.H. Friend, Weinress, Frankson & Presson, Inc. From 1993 to 1995,
Mr. Campbell was Senior Vice President - Investment Banking at Baraban
Securities, Incorporated. From 1982 to 1993, Mr. Campbell was employed by the
Seidler Companies, Inc. as Senior Vice President - Corporate Finance.
Daniel J. Donahoe III, age 64, who was elected to the Company's Board
of Directors in 1998, is co-founder and President of Red Rock Resorts, which
operated special, unique boutique resorts in the Western United States. He also
serves as Chairman of Daybreak Investments, a privately-held investment company.
Mr. Donahoe has been actively involved in the commercial and residential real
estate market in the southwest over the past 25 years.
James D. Goldenetz, age 48, President of Class Leasing, Inc., joined
the Company as a director in January 1988, after previously serving as the
President of Aurora Modular Industries since January 1982. He began work in the
modular classroom industry in 1969 in production at Aurora Modular Industries.
Evan M. Gruber, age 44, joined the Company in January 1989 as its Chief
Financial Officer and was elected Chief Executive Officer of the Company in
January 1990. Prior to joining the Company, Mr. Gruber, who is a certified
public accountant, founded his own public accounting firm in Costa Mesa,
California in 1978.
Charles C. McGettigan, age 53, was elected to the Board of Directors in
June 1994. Mr. McGettigan is a co-founder and managing director of the
investment banking firm of McGettigan, Wick & Co., Inc. and a co-founder and
general partner of Proactive Investment Managers, L.P., the general partner of
Proactive Partners, L.P., a merchant banking fund. Prior to founding McGettigan,
Wick & Co., Inc., he was a Principal, Corporate Finance of Hambrecht & Quist and
a senior vice president of Dillon, Read & Co. Mr. McGettigan serves on the
boards of directors of Cuisine Solutions, Inc., Digital Dictation, Inc.; I-Flow
Corporation; Onsite Energy, PMR Corporation, Sonex Research Corporation,
Tanknology-NDE, and Wray-Tek Instruments Inc.
Myron A. Wick III, age 54, became a director of the Company in June
1994. Mr. Wick is currently a managing director and founder of McGettigan, Wick
& Co., Inc., an investment banking firm formed in 1988, and a general partner of
the general partner of Proactive Partners, L.P., a merchant banking fund formed
in 1991. Mr. Wick is a director of Children's Discovery Centers, Digital
Dictation, Inc., Electrostatic Devices, Sonex Research Corporation,
Tanknology-NDE, and Wray-Tek Instruments Inc.
5
<PAGE> 7
STRUCTURE AND FUNCTION OF THE BOARD OF DIRECTORS
During the last fiscal year, the Company's Board of Directors held 4
regular and special meetings or otherwise took action by written consent. The
Board has established both an Audit Committee and a Compensation Committee, each
of which is comprised of Messrs. McGettigan, Campbell and Phillips. The Audit
Committee meets to consult with the Company's independent auditors concerning
their engagement and audit plan, and thereafter concerning the auditor's report
and management letter and with the assistance of the independent auditors, also
monitors the adequacy of the Company's internal accounting controls. With
respect to compensation, the Compensation Committee determines the compensation
of corporate officers, and will determine the persons entitled to participate in
stock option, bonus and other similar plans. The Board of Directors continues to
meet as a whole to nominate the individuals to be proposed by the Board of
Directors for election as directors of the Company, and has no separate
nominating committee.
Each non-employee director is paid an annual retainer of $4,000 plus
$1,000 per each board meeting attended and each board committee meeting attended
for each committee of which they are a member. The Company has and will continue
to pay the expenses of its non-employee directors in attending Board meetings.
No compensation is paid to any of the employee directors.
There is no family relationship between any nominee and any other
nominee or executive officer of the Company.
EXECUTIVE OFFICERS
The executive officers of the Company are Evan M. Gruber, Chief
Executive Officer; and Michael G. Rhodes, Chief Operating Officer and Chief
Financial Officer. Subject to the terms of applicable employment agreement,
officers serve at the pleasure of the Board of Directors.
Mr. Rhodes joined the Company in 1988 and was the Corporation's
controller through 1992. In 1993 he was elected Chief Financial Officer, and in
1996 was elected Chief Operating Officer. Prior to his joining the Company, Mr.
Rhodes worked for a public accounting firm.
COMPENSATION OF EXECUTIVE OFFICER AND DIRECTORS
The following table summarizes the annual and long term compensation
paid by the Company during fiscal years ended December 31, 1995, 1996 and 1997
to those persons who were, as of December 31, 1997 (i) the Chief Executive
Officer of the Company, and (ii) the other compensated executive officers of the
Company, if any, whose total annual salary and bonus exceeded $100,000 during
the year ended December 31, 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
----------------------------------
AWARDS
---------------------
ANNUAL COMPENSATION RESTRICTED PAYOUTS
------------------------------ STOCK --------
SALARY BONUS OTHER AWARDS OPTIONS LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR $ $ $ $ # PAYOUTS COMPENSATION
- --------------------------- ---- -------- ----- ----- ------ ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Evan M. Gruber 1997 200,000 459,000 - - 133,000 - 4,750
Chief Executive Officer 1996 158,000 137,000 - - 110,000 - 4,615
and Director 1995 150,000 15,000 - - 25,000 - 3,654
Michael G. Rhodes 1997 125,000 142,500 - - 82,500 - 4,750
Chief Operating Officer, 1996 90,000 24,000 - - 105,000 - 4,827
Chief Financial Officer 1995 87,000 12,100 - - 20,000 - 129
- --------------------------
</TABLE>
(1) The figures shown in the column designated "All Other Compensation"
represent the executive officer's share of the Company's contribution to
the 401(K) plan, see "401(K) Plan."
6
<PAGE> 8
EMPLOYMENT AGREEMENTS
Mr. Gruber's current employment agreement with the Company was entered
into in May 1994 for an initial term expiring June 30, 1997. In September 1996,
the Compensation Committee extended the term of the agreement to December 31,
1999. The agreement provides for a base annual salary of not less than $150,000
per year with periodic increases equal to the rate increase in the Consumer
Price Index, and provision for the grant of an option to purchase 200,000 shares
of the Company's Common Stock at $1.50 per share. The base annual salary was
increased to $200,000 in October 1996. Additionally, Mr. Gruber is entitled to
receive a bonus equal to two and one-half percent of the amount, if any, by
which the net income before taxes of the Company for the year in question exceed
$1,000,000.
401(K) PLAN
Under the Company's 401(k) Plan, officers and other employees of the
Company may elect to defer up to 15% of their compensation, subject to
limitations under the Internal Revenue Code. The Company makes annual
contributions on a 50% matching basis. Amounts deferred are deposited by the
Company in a trust account for distribution to employees upon retirement,
attainment of age 59-1/2, permanent disability, death, termination of employment
or the occurrence of conditions constituting extraordinary hardship. For the
year ended December 31, 1997, the Company contributed $4,750 and $4,750 as
matching contributions for the accounts of Mr. Gruber and Mr. Rhodes,
respectively.
STOCK OPTIONS
The Company grants stock options under its 1989 Stock Option Plan (the
"1989 Plan"), its March 1994 Stock Option Plan (the "March 1994 Plan"), its May
1994 Option Plan (the "May 1994 Plan") and its 1996 Stock Option Plan (the "1996
Plan"). As of December 31, 1997, options to purchase 206,050 shares, at a
weighted average exercise price of $1.70 per share, were outstanding under the
1989 Plan, options to purchase an aggregate of 607,225 shares at exercise prices
ranging from $1.19 to $19.50 were outstanding under the two 1994 Plans, and
options to purchase 352,333 shares at a weighted average exercise price of $7.56
per share were outstanding under the 1996 Plan.
The 1989 Plan provides for the grant of both incentive and nonstatutory
options to purchase up to an aggregate of 400,000 shares of the Company's Common
Stock. Incentive stock options can be granted only to employees, including
officers, of the Company, while nonstatutory stock options can be granted to
employees, non-employee officers and directors, consultants, vendors, customers
and others expected to provide significant services to the Company. Participants
in the 1989 Plan are selected by the Board of Directors of the Company, or by a
committee of directors selected by the Board as a whole. The Board or the
committee is empowered to determine the terms and conditions of each option
granted under the 1989 Plan, subject to the limitations that the exercise price
of incentive stock options cannot be less than the fair market value of the
Common Stock on the date of grant (110% if granted to an employee who owns 10%
or more of the Common Stock), no option can have a term in excess of ten years
(five years if granted to an employee owning 10% or more of the Common Stock)
and no incentive stock option can be granted to anyone other than a full-time
employee of the Company or its subsidiaries. Nonstatutory options may be granted
under the 1989 Plan with an exercise price of not less than 85% of the fair
market value of the Common Stock at the date of grant.
The two 1994 Plans and the 1996 Plan provide only for the grant of
nonstatutory options. The March 1994 Plan authorizes the grant of options to
purchase up to 200,000 shares of the Company's Common Stock and the May 1994
Plan authorized the grant of options to purchase 500,000 shares of the Company's
Common Stock in connection with the private placement of the Company's Series A
Preferred Stock.
Options under the 1996 Plan may be granted to employees, non-employee
officers and directors, consultants, vendors, customers and others expected to
provide significant service to the Company. The exercise price of the stock
options cannot be less than the fair market value at the date of the grant (110%
if granted to an employee who owns 10% or more of the common stock).
Additionally, each non-employee director will be granted a non-statutory stock
option to purchase 5,000 shares at fair market value per share on the date of
grant, for each year of continuous service on the Company's Board of Directors
7
<PAGE> 9
In connection with the acquisition of Del-Tec in 1989, options to purchase
shares of the Company's Common Stock were granted. As of December 31, 1997,
options to purchase 75,000 shares at the exercise price of $1.83 per share were
outstanding as a result of such acquisition.
.
The following table sets forth certain information regarding options
granted by the Company during the year ended December 31, 1997 to the executive
officers of the Company identified in the Summary Compensation Table set forth
above:
OPTIONS GRANTED IN CALENDAR YEAR 1997
<TABLE>
<CAPTION>
Potential Realized
No. of Value at Assumed
Shares % of Annual Rates of Stock
Subject to Total Price Appreciation
Name Options Options For Option Term (3)
of Granted Granted to Exercise Expiration ---------------------
Optionee (1)(2) Employees Price Date 5%($) 10%($)
-------- ------ --------- ----- ---------- ---- ------
<S> <C> <C> <C> <C> <C> <C>
Evan M. Gruber 133,333 50% $7.88 12/31/2006 660,757 1,674,488
Michael G. Rhodes 82,500 31% 7.88 12/31/2006 408,844 1,036,092
</TABLE>
- -----------------------------
(1) The exercise price was the market price of a share of the Company's
Common Stock on the date of grant.
(2) Options are exercisable starting 12 months after the grant date with
25% vesting each year.
(3) On December 31, 1997, the closing price for a share of the Company's
Common Stock was $19.50.
The following table sets forth information regarding options exercised
during the year ended December 31, 1997 by the executive officers of the Company
identified in the Summary Compensation Table set forth above, as well as the
aggregate value of unexercised options held by such executive officer at
December 31, 1997. The Company has no outstanding stock appreciation rights,
either freestanding or in tandem with options.
AGGREGATED OPTION EXERCISES LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised in-the-money Options
Shares Options at Fiscal Year End at Fiscal Year End ($) (1)
Acquired on Value ---------------------------- ---------------------------
Name Exercise (#) Realized Exercisable Unexercisable Exercisable Unexercisable
---- ------------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Evan M. Gruber - - 337,500 330,833 $6,115,125 $5,069,154
Michael G. Rhodes 52,000 853,615 54,250 186,250 331,253 2,687,933
</TABLE>
- -------------------
(1) Calculated based on the closing price of the Company's Common Stock as
reported on the NASDAQ National Market System on December 31, 1997,
which was $19.50 per share.
8
<PAGE> 10
CERTAIN TRANSACTIONS
The Company leases its two facilities located in Perris, California,
and the land on which the manufacturing facility is located in Lathrop,
California, from Mr. Bashaw and general partnerships of which Messrs. Bashaw,
Goldenetz and Gruber together own a controlling interest, pursuant to standard
industrial leases. Under the terms of these leases, the Company is obligated to
pay aggregate annual rentals of $804,000, subject to escalation in accordance
with changes in applicable cost of living indices. Due to the recent declines in
real estate values, Mr. Bashaw and the general partnerships reduced the monthly
lease rates for the year ending December 31, 1994, for the manufacturing
facilities to an aggregate of $37,000. The reduced rents will continue for as
long as real estate values remain depressed.
Messrs. Goldenetz and Gruber together own 60% of the capital stock of
Class Leasing, Inc., a California corporation, in which the Company has no
ownership interest. Mr. Gruber spent less than 20 hours per month in connection
with the affairs of Class Leasing, Inc. Class Leasing purchases modular
relocatable classrooms from the Company, upon standard terms and at standard
wholesale prices, and leases them to third parties primarily under three-year
leases, cancelable yearly. During the years ended December 31, 1995, 1996, and
1997, the Company sold modular relocatable classrooms to Class Leasing, Inc. and
predecessor entities for aggregate purchase prices of $600,228, $1,452,868 and
$2,942,313, respectively, which represented approximately 5%, 3% and 2% of the
Company's net sales for each of those years.
Messrs. Bashaw, Goldenetz, Gruber and Rhodes have personally guaranteed
certain of the Company's obligations and the repayment by the Company of amounts
which surety companies may be required to expend under the terms of performance
bonds issued in connection with manufacturing contracts undertaken by the
Company. No payments have been made to Messrs. Bashaw, Goldenetz and Gruber for
the guarantees provided by them.
COMPENSATION COMMITTEE REPORT
Report on Annual Compensation of Executive Officers
It is the policy of the Company's Compensation Committee to establish
compensation levels for the executive officers, which reflect the Company's
overall performance and their performance, responsibilities and contributions to
the long-term growth and profitability of the Company. The committee determines
compensation based on its evaluation of the Company's overall performance,
including various quantitative factors, primarily the Company's financial
performance, sales and earnings against the Company's operating plan, as well as
various qualitative factors such as new product development, the Company's
product and service quality, the extent to which the executive officers have
contributed to forming a strong management team and other factors which the
committee believes are indicative of the Company's ongoing ability to achieve
its long-term growth and profit objectives.
The principal component of the compensation of the executive officers
is their base salaries. The committee also retains the discretion to award
bonuses based on corporate or individual performance. The committee evaluates
the practices of various industry groups, market data, including data obtained
from time to time from outside compensation consultants, and other economic
information to determine the appropriate ranges of base salary levels which will
enable the Company to retain and incentivize the executive officers. Throughout
the year, the committee members review the corporate and individual performance
factors described above. The committee, based upon its review of performance for
the previous year and its review of the Company's operating plan, establishes
salary levels and awards any bonuses to the executive officers.
The Compensation Committee also considers grants of stock options for
the Company's key employees, including executive officers. The purpose of the
stock option program is to provide incentives to the Company's management to
work to maximize shareholder value. The option program also utilizes vesting
periods to encourage key employees to continue in the employ of the Company.
Individual amounts of annual stock option grants are derived based upon review
of competitive compensation practices with respect to the same or similar
executive positions, overall corporate performance and individual performance.
9
<PAGE> 11
STOCK PERFORMANCE GRAPH
The graph set forth below compares the Company's stock price since July
1990 against (1) the S&P 500, and (2) the composite of the companies listed by
Media General Financial Services in its non-residential building construction
("Peer Group"). The graph is based upon information provided to the Company by
Media General Financial Services.
10
<PAGE> 12
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
COMPANY 1992 1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C> <C>
MODTECH INC 100 13.64 50.00 77.27 286.36 709.09
INDUSTRY INDEX 100 129.40 113.39 81.56 113.19 158.46
BROAD MARKET 100 110.08 111.54 153.45 188.69 251.64
</TABLE>
THE INDUSTRY INDEX CHOSEN WAS:
SIC CODE 154 - NONRESIDENTIAL BUILDING CONSTRUCTION
THE BROAD MARKET INDEX CHOSEN WAS:
AN INDEX OF THE COMPANIES ON THE S&P 500
THE CURRENT COMPOSITION OF THE INDUSTRY INDEX IS AS FOLLOWS:
ABRAMS INDUSTRIES INC
BLOUNT INTERNAT INC A
BLOUNT INTERNAT INC B
GIBBS CONSTRUCTION INC
OLS ASIA HLDG LTD ADR
PERINI CORP
TURNER CORP
SOURCE: MEDIA GENERAL FINANCIAL SERVICES
P.O. BOX 85333
RICHMOND, VA 23293
PHONE: 1-(800) 446-7922
FAX: 1-(804) 649-6826
<PAGE> 13
[COMPARE 5-YEAR CUMULATIVE TOTAL RETURN GRAPH]
<PAGE> 14
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the company's officers and Directors, and persons who
own more than ten percent of a registered class of the Company's equity
securities, to file reports of ownership an changes in ownership (Forms 3, 4 and
5) with the Securities and Exchange Commission. Officers, directors and
greater-than-ten-percent shareholders are required to furnish the Company with
copies of all such forms which they file.
To the Company's knowledge, based solely on the Company's review of
such reports or written representations from certain reporting persons that no
Forms 5 were required to be filed by those persons, the Company believes that
during the year ended December 31, 1997 filing requirements applicable to its
officers, directors, and other persons subject to Section 16 of the Exchange Act
were in compliance.
INDEPENDENT ACCOUNTANTS
KPMG Peat Marwick LLP has been retained to serve as the Company's
independent certified public accountants for the fiscal year ending December 31,
1998. A representative of KPMG Peat Marwick LLP is expected to be present at the
Annual Meeting, and to be available to respond to any shareholder questions
directed to KPMG Peat Marwick LLP. This representative will have an opportunity
to make a statement if KPMG Peat Marwick LLP so desires.
SHAREHOLDER PROPOSALS
In order to be considered for inclusion in the Company's proxy
statement and form of proxy relating to the Company's next annual meeting of
shareholders, proposals by the Company's shareholders intended to be presented
at such annual meeting must be received by the Company no later than ninety (90)
days prior to April 30, 1999.
ANNUAL REPORTS
The Company's 1997 Annual Report on Form 10-K, which includes audited
financial statements for the Company's fiscal year ended December 31, 1997, is
concurrently being mailed with this proxy statement to shareholders of record on
May 22, 1998. A copy of the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997, and any amendments thereto, is available without
charge to any shareholder of the Company upon written request to Evan Gruber,
Chief Executive Officer, Modtech, Inc., Post Office Box 1240, Perris, California
92370.
OTHER MATTERS
The Board of Directors knows of no other matters to be presented for
action at the meeting. However, if any matters not included in this Proxy
Statement properly come before the meeting, it is the intention of the persons
named in the enclosed proxy to vote under the authority therein given in
accordance with his or their best judgment.
By Order of the Board of Directors,
Evan M. Gruber, Chief Executive Officer
May 29, 1998.
11
<PAGE> 15
[ Front of Proxy Card ]
MODTECH, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Gerald B. Bashaw and Evan M. Gruber,
and each of them, as attorney-in-fact and proxy for the undersigned, with full
power of substitution, to represent the undersigned and vote, as designated
below, all of the shares of Common Stock of Modtech, Inc. (the "Company") which
the undersigned is entitled to vote at the Company's Annual Meeting of
Shareholders to be held on July15, 1998, or at any adjournment or continuation
thereof.
1. ELECTION OF DIRECTORS:
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for the
nominees listed below
Gerald B. Bashaw, Daniel J. Donahoe III, James D. Goldenetz, Evan M. Gruber,
Robert W. Campbell, Charles C. McGettigan and Myron A. Wick, III.
(INSTRUCTION: To withhold authority to vote for any nominee, write the
nominee's name in the space provided below.)
-----------------------------------------------------------------------------
2. In their discretion, upon such other business as may properly come
before the Annual Meeting or any adjournment or continuation thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER HEREIN
SPECIFIED BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS INDICATED, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF EACH OF THE SEVEN NOMINEES LISTED ABOVE
TO THE COMPANY'S BOARD OF DIRECTORS, AND IN ACCORDANCE WITH THE DISCRETION OF
THE PROXIES ON ANY OTHER MATTERS TO COME BEFORE THE ANNUAL MEETING.
<PAGE> 16
[ Back of Proxy Card ]
Please sign exactly as name appears below, date and
return this card promptly using the enclosed envelope.
Executors, administrators, guardians, officers of
corporations, and others signing in a fiduciary capacity
should state their full titles as such.
Dated . . . . . . . . . . . . . . . . . . . . . . . , 1998
--------------------------------------------
Signature
--------------------------------------------
Signature (if held jointly)
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO MARK,
SIGN, DATE AND PROMPTLY RETURN THIS PROXY, USING THE ENCLOSED ENVELOPE.
