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 240.14a-11(c) or 240.14a-12
Advanced Photonix, Inc.
___________________________________________________________________________
(Name of Registrant as Specified in Its Charter)
___________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than 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>
Notice of Annual Meeting of Stockholders
To Be Held
August 20, 1999
To the Stockholders of Advanced Photonix, Inc.:
You are invited to attend the Annual Meeting of Stockholders (the "Annual
Meeting") of Advanced Photonix, Inc. (the "Company"), which will be held at the
Westlake Village Inn, 31943 Agoura Road, Westlake Village, California at 10:00
a.m., Pacific time, on August 20, 1999, to consider the following matters:
(1) The election of five Directors to hold office until the next Annual
Meeting of Stockholders and until their respective successors are duly
elected and qualified. The persons nominated by the Board of Directors
(Robert G. Allison, Harold A. Blomquist, M. Scott Farese, Hayden Leason,
and Harry Melkonian) are described in the accompanying Proxy Statement.
(2) The transaction of such other business as may properly come before the
Annual Meeting or any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on June 25, 1999 as the
record date for the Annual Meeting. Only stockholders of record of the Company's
Common Stock at the close of business on June 25, 1999 will be entitled to
notice of, and to vote at, the Annual Meeting or any adjournments or
postponements thereof. Shares can be voted at the Annual Meeting only if the
holder is present or represented by proxy.
The accompanying form of proxy is solicited by the Board of Directors of the
Company. Reference is made to the attached Proxy Statement for further
information with respect to the business to be transacted at the Annual Meeting.
A complete list of stockholders entitled to vote at the Annual Meeting shall be
open to the examination of any stockholder, for any purpose germane to the
Annual Meeting, during ordinary business hours, for a period of at least 10 days
prior to the Annual Meeting, at the Company's principal office, 1240 Avenida
Acaso, Camarillo, CA 93012.
Stockholders are cordially invited to attend the Annual Meeting. Whether or not
you expect to attend the Annual Meeting in person, please complete, date and
sign the accompanying proxy card and return it without delay in the enclosed
postage prepaid envelope. Your proxy will not be used if you are present and
prefer to vote in person or if you revoke the proxy.
By Order of the Board of Directors
/s/ P. J. Holmes
Patrick J. Holmes
July 30, 1999 Secretary
<PAGE>
Proxy Statement
Annual Meeting of Stockholders
August 20, 1999
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Advanced Photonix, Inc., a Delaware corporation
(the "Company"), for use at the 1999 Annual Meeting of Stockholders of the
Company and for any adjournments or postponements thereof (the "Annual Meeting")
to be held at the Westlake Village Inn, 31943 Agoura Road, Westlake Village,
California, at 10:00 a.m., Pacific time, on August 20, 1999, for the purposes
set forth in the accompanying Notice of Annual Meeting of Stockholders. A Board
of Directors' proxy (the "Proxy") for the Annual Meeting is enclosed, by means
of which you may vote as to the proposal described in this Proxy Statement.
All Proxies that are properly completed, signed and returned to the Company
prior to the Annual Meeting, and which have not been revoked, will be voted in
accordance with the stockholder's instructions contained in such Proxy. In the
absence of instructions, shares represented by such Proxy will be voted FOR the
election of the nominees of the Board of Directors for Director. The Board of
Directors is not aware of any business to be presented at the Annual Meeting
except the matters set forth in the Notice and described in the Proxy Statement.
If any other matters come before the Annual Meeting, the persons named in the
accompanying Proxy will vote on those matters in accordance with their best
judgment. A stockholder may revoke his or her Proxy at any time before it is
exercised by filing with the Secretary of the Company at its offices at 1240
Avenida Acaso, Camarillo, CA 93012, either a written notice of revocation or a
duly executed Proxy bearing a later date, or by appearing in person at the
Annual Meeting and expressing a desire to vote his or her shares in person.
This Proxy Statement and the accompanying Notice of Annual Meeting of
Stockholders, Proxy and 1999 Annual Report to Stockholders are being sent to
stockholders on or about July 30, 1999.
VOTING SECURITIES
June 25, 1999 has been fixed as the record date for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting or any
adjournment or postponement thereof. As of that date, the Company had
outstanding 10,917,395 shares of Class A and Class B Common Stock, $.01 par
value. The presence, in person or by proxy, of stockholders entitled to cast a
majority of votes which stockholders are entitled to cast in the election of
Directors will constitute a quorum for the Annual Meeting. Holders of Class A
and Class B Common Stock are entitled to one vote for each share owned upon all
matters to be considered at the Annual Meeting. Proxies marked "Abstain" are
included in determining a quorum, but broker proxies which have not voted in the
election of Directors are not included in determining a quorum for such matter.
There is no cumulative voting in the election of Directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 7, 1999, certain information
concerning the holdings of each person who was known by the Company to be the
beneficial owner of more than five percent (5%) of the outstanding shares of
Class A Common Stock of the Company, by each director and executive officer and
by all directors and officers as a group. The outstanding Class B Common Stock
represents only 0.6% of the total outstanding shares.
1
<PAGE>
Class A Common Stock
-----------------------------------------------------
Shares Owned Shares Under Percent
Exercisable Voting(2)
Options/Warrants(1)
Hayden Leason(3) 2,304,100 35,000 21.5
The Townsend Group(9) 851,900 - 7.8
Advanced Detectors, Inc.(4) - 750,000 6.4
The James A. Delaney Trust (10) 632,800 - 5.8
Edgewater Private Equity Fund (6) 593,640 22,500 5.6
Robert G. Allison (7) 593,640 22,500 5.6
Jon Victor (5) 237,400 35,000 2.5
Patrick J. Holmes (5) 62,600 142,000 1.9
Harry Melkonian (5) 10,000 184,000 1.7
M. Scott Farese (8) - 22,500 0.2
Harold A. Blomquist (5) - 22,500 0.2
Directors & Officers as a Group 3,207,740 463,500 32.3
1 Includes shares under options exercisable on July 7, 1999 and options
which become exercisable within 60 days thereafter.
2 Represents combined voting power of both Class A and Class B Common Stock,
assuming beneficial owner exercises all exercisable options and warrants. None
of the named beneficial owners owned Class B Common Stock and there are no
Class B derivatives outstanding
3 The address of this shareholder is Palmas Del Mar, 10 Monte Sol, Humacao,
Puerto Rico 00791. Does not include 22,500 options granted to Mr. Farese
(see footnote 8). Mr Farese is the son-in-law of Mr. Leason. Mr. Leason
disclaims beneficial ownership of the options held by Mr. Farese.
4 Formerly Xsirius, Inc., the last known address of this beneficial owner was
1220 Avenida Acaso, Camarillo, CA 93012.
5 The address of this shareholder is c/o Advanced Photonix, Inc. 1240 Avenida
Acaso, Camarillo, CA 93012.
6 The address of this shareholder is c/o Edgewater Private Equity Fund, 900 N.
Michigan Ave., Suite 1400, Chicago, IL 60611. Includes 22,500 options
granted to Mr. Allison (see footnote 7).
7 The address of this shareholder is c/o Innovate Partners, Inc., 660 Newport
Center Drive, Suite 340, Newport Beach, CA 92660. Includes 593,640 shares
owned by Edgewater (see footnote 6). Mr. Allison is a partner in Edgewater.
Mr. Allison disclaims beneficial ownership of the shares held by Edgewater.
8 The address of this shareholder is c/o Advanced Photonix, Inc. 1240 Avenida
Acaso, Camarillo, CA 93012. Does not include 2,304,100 shares and 35,000
options owned by Mr. Leason (see footnote 3). Mr. Farese is the son-in-law
of Mr. Leason. Mr. Farese disclaims beneficial ownership of the shares and
options held by Mr. Leason.
9 The address of this shareholder is Townsend Group Investments, 22601 Pacific
Coast Highway, Malibu CA 90265.
10 The address of this shareholder is PO Box 680, Elmhurst IL 60126.
ELECTION OF DIRECTORS
A Board of five Directors of the Company is to be elected at the Annual Meeting,
each to serve, subject to the provisions of the Company's by-laws, until the
next Annual Meeting of Stockholders and until his successor is duly elected and
qualified. It is management's recommendation that the accompanying form of Proxy
be voted FOR the election as Directors of the five persons named below, all of
whom are currently Directors of the Company. The Board of Directors believes
that the nominees named below are willing to serve as Directors. However, in the
event that any of the nominees should become unable or unwilling to serve as a
Director, the Proxy will be voted for the election of such person or persons as
shall be designated by the Directors. The Board of Directors does not have
2
<PAGE>
a nominating committee. Mr. Jon B. Victor, a Director of the Company, has
determined not to stand for reelection. After this election, two vacancies will
exist on the Board that are not intended to be filled at this time.
The following persons are nominees for election as Directors:
Name Age Position
---- --- --------
Harry Melkonian 49 Chairman of the Board, President
and Chief Executive Officer
Robert G. Allison 42 Director
Harold A. Blomquist 47 Director
M. Scott Farese 42 Director
Hayden Leason 68 Director
Set forth below is certain information relating to the other officers of the
Company:
Name Age Position
---- --- --------
Patrick J. Holmes 53 Executive Vice President, Chief
Financial Officer, Secretary &
Treasurer
Brock Koren 35 Vice President, Sales & Marketing
Harry Melkonian, Chairman of the Board, President & Chief Executive Officer
- ---------------------------------------------------------------------------
Mr. Melkonian joined the Company in June 1992. He has been President since
November 1996, was elected Chief Executive Officer in October 1997 and Chairman
of the Board in April 1998. He served as General Manager of the Company's PIN
photodiode business from 1993 until November 1996. From 1989 until joining the
Company, Mr. Melkonian operated Melkonian Associates, a consulting firm that
assisted the Company in the acquisition of its subsidiary, Silicon Detector
Corporation. From 1987 until 1989, he was Director of Operations at Simulaser
Corporation; and for six years previously, he held various operations level
positions at Sensor Technology, Inc. Mr. Melkonian holds a Bachelor of Science
degree in Business Administration from Northeastern University.
Robert G. Allison, Director
- ---------------------------
Mr. Allison became a director in January 1998. He previously served as a
director from October 1996 to June 1997. Mr. Allison is the Managing Partner of
Innovate Partners, Inc., a private capital and consulting firm serving the
technology market. Mr. Allison is a partner of Edgewater Private Equity Fund, LP
and Edgewater Private Equity Fund II, LP, limited partnerships formed for
investment purposes. Prior to forming Allison Venture Partners, Mr. Allison
served as the Executive Vice President, Chief Operating Officer and Director of
Aurora Electronics Group, Inc. (AUR-AMEX). Mr. Allison served as Vice President,
Semiconductor Marketing and Assets at Arrow Electronics, Inc. (NASDQ-ARW) and
was the founder, President and CEO of Insight Electronics, Inc., a specialized
semiconductor distributor which was acquired by MEMEC Group, PLC.
Harold A. Blomquist, Director
- -----------------------------
Mr. Blomquist became a director of the Company in August 1998. He is currently
the President of American Microsystems, Inc. (AMI) Japan, Ltd., in Tokyo Japan,
Senior Managing Director and Chairman of the Board of AMI GmbH in Dresden,
Germany; Senior Vice President of Business Operations Worldwide; and, a member
of the Board of Directors for both AMI and AMI Holding Company. AMI is an
electronic component manufacturer with 1997 sales of more than $250 million. Mr.
Blomquist joined AMI in 1990 and previously held senior management positions
with General Semiconductor, Inmos and Texas Instruments. He holds a bachelor's
degree in electrical engineering from the University of Utah.
3
<PAGE>
M. Scott Farese, Director
- -------------------------
Mr. Farese became a director of the Company in August 1998. He is currently a
Regional Sales Manager for Filtertek Inc. Mr. Farese joined Filtertek in 1991.
Filtertek is the largest worldwide producer of custom filtration products and
fluid control devices and the world's largest manufacturer of custom molded
filter elements. Filtertek is a subsidiary of ESCO Electronics Corporation. Mr.
Hayden Leason, a Director and greater than 20% owner of Advanced Photonix, Inc.,
founded Filtertek which he sold in 1992 to Schawk Inc. Mr. Farese is the
son-in-law of Mr. Leason.
Hayden Leason, Director
- -----------------------
Mr. Leason became a director of the Company in July 1995. He served as Chairman
of the Board from October 1996 until October 1997 and as Chief Executive Officer
from November 1996 until October 1997. In 1965, Mr. Leason founded Filtertek
Inc., a designer and manufacturer of specialty filtration elements, which
subsequently became a New York Stock Exchange listed company. He served as
Chairman and Chief Executive Officer until 1992 when he sold his interest to
Schawk Inc. Since 1992, Mr. Leason has managed various private investments. Mr.
Leason is a 1954 graduate of Northwestern University where he received his
Bachelor of Science degree in Business Administration.
Patrick J. Holmes, Executive Vice President, Chief Financial Officer, Corporate
Secretary and Treasurer
- --------------------------------------------------------------------------------
Mr. Holmes joined the Company in August 1993 and was
named Executive Vice President in November 1996. From 1989 until joining the
Company, Mr. Holmes was a Division Controller for Textron, Inc. From 1985 until
1989, he was Chief Accountant and Financial Operations Manager for two start-up
companies of Lockheed Corporation in Sunnyvale, CA. Previously, Mr. Holmes held
senior financial posts with General Dynamics and Datapoint Corporation. Mr.
Holmes, who is a Certified Public Accountant, received his degree in accounting,
magna cum laude, from the University of Missouri in St. Louis and is a past
recipient of the Missouri Society of CPAs Silver Medal.
Brock Koren, Vice President, Sales & Marketing
- ----------------------------------------------
Mr. Koren joined the Company in July 1998. From 1992 until 1998, he was a
regional sales engineer responsible for technical sales in Southern California
of all Hamamatsu photonic products including photomultiplier tubes ("PMTs").
Hamamatsu is a manufacturer of devices for generation and measurement of
infrared, visible, and ultraviolet light, including the largest manufacturer of
PMTs in the world. From 1989 until 1992, he was a sales engineer/account manager
for Tektronix, Inc., a company engaged in measurement, color printing and video
and networking businesses. Mr Koren received his Bachelor of Science Degree in
Electrical Engineering from California State University, Long Beach, California.
Directors serve annual terms until the next annual meeting of stockholders and
until their successors are elected and qualified. Officers serve at the pleasure
of the Board of Directors.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
- --------------------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 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 (collectively the "Reporting Persons")
to file reports of beneficial ownership and changes in beneficial ownership of
the Company's equity securities with the Securities and Exchange Commission and
to furnish the Company with copies of these reports. Based solely on its review
of the copies of the forms received by it, the Company believes that all of its
officers and directors complied with all filing requirements applicable to them,
except with respect to the late filing of Form 5's to report January 4, 1999
option grants for 1,000 shares each of the Company's Class A Common Stock by
Robert G. Allison, Harold A. Blomquist, M. Scott Farese, Hayden Leason and Jon
B. Victor, which Form 5's were filed in June 1999; the late filing of a Form 5
by Harry Melkonian to report an April 22, 1999 option grant for 200,000 shares
of the Company's Class A Common Stock, which Form 5 was filed in May 1999; the
late filing of a Form 5 by Patrick J. Holmes to report an April 22, 1999 option
grant for 50,000 shares of the Company's Class A Common Stock, which Form 5 was
filed in May 1999; and the late filing of a Form 5 by Brock Koren to report
4
<PAGE>
a June 14, 1999 option grant for 100,000 shares of the Company's Class A Common
Stock, which Form 5 was filed in May 1999.
Meetings and Committees of the Board of Directors
The Board of Directors held four meetings during the fiscal year ended March 28,
1999 and acted by unanimous consent on one occasion. The Board of Directors has
the following standing committees: Audit Committee and Compensation Committee.
The Audit Committee reviews the accounting principles, the controls and scope of
the audit practices of the Company, and makes reports and recommendations to the
Board of Directors on those matters and with respect to the independent auditor.
It met one time in fiscal 1999. The members of the Audit Committee are Mr.
Allison, Chairman, Mr. Blomquist and Mr. Farese. The Compensation Committee was
established to evaluate directors and management compensation plans as well as
the Company's stock option and incentive plans. It met one time in fiscal 1999
and acted by unanimous written consent on three occasions. The members of the
Compensation Committee are Mr. Allison, Chairman, Mr. Blomquist, Mr. Farese and
Mr. Leason.
EXECUTIVE COMPENSATION
The following table sets forth compensation paid or accrued by the Company for
services rendered to the Company's Chief Executive Officer and to each of the
other executive officers of the Company whose cash compensation exceeded
$100,000 for services rendered during the last three fiscal years.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term Compensation
----------------------------------------
Annual Compensation Awards Payouts
-------------------------------------- --------------------------- ----------
Other Annual Restricted Securities LTIP All Other
Fiscal Salary Bonus Compensation Stock Awards Underlying Options Payouts Compensation
Name and Principal Position Year ($) ($) ($) ($) (#) ($) ($)(1)
- --------------------------- ------- -------- -------- ------------- -------------- ----------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Harry Melkonian, 1999 150,000 20,600 - - 200,000 - 4,500
Chairman of the Board, 1998 150,000 40,000 - - - - 4,700
President and Chief 1997 135,000 - - - 140,000 - 3,900
Executive Officer(2)
- ---------------------------- ------- -------- -------- ------------- -------------- ----------- --------- -------------
Hayden Leason 1999 - - - - - - -
Chairman of the Board and 1998 - - - - - - -
Chief Executive Officer(3) 1997 - - - - - - -
- ---------------------------- ------- -------- -------- ------------- -------------- ----------- --------- -------------
Patrick J. Holmes 1999 125,000 9,400 - - 50,000 - 8,600
Executive Vice President, 1998 125,000 15,000 - - - - 3,900
CFO, Secretary and Treasurer 1997 125,000 - - - 70,000 - 3,300
- ---------------------------- ------- -------- -------- ------------- -------------- ----------- --------- -------------
Brock Koren 1999 135,000 - - - 100,000 - 5,300
Vice President, Sales & 1998 - - - - - - -
Marketing 1997 - - - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
1 Represents amounts paid by the Company on behalf of the named person in connection with the Company's 401(k) Retirement
Plan, vacation pay and car allowance.
2 Mr. Melkonian was elected Chief Executive Office in October, 1997, and Chairman of the Board in April 1998.
3 Mr. Leason resigned as Chairman of the Board and Chief Executive Officer in October 1997.Options granted as part of plans provided
to outside directors of the Company have been excluded from the table (1,000 in 1999 and 10,000 in 1998).
</FN>
</TABLE>
Employment Agreements
- ---------------------
The Company has employment and termination agreements with certain employees,
including Messrs. Melkonian and Holmes under which the employees may receive
severance pay through the end of the term of the contract or up to twelve
months.
Stock Options
- -------------
The following table sets forth certain information concerning stock options
granted to the persons named in the Summary Compensation Table during the last
fiscal year and unexercised stock options held by such persons at the end of
such fiscal year. No options were exercised during the last fiscal year.
5
<PAGE>
Option Grants in Fiscal 1999
Individual Grants
- --------------------------------------------------------------------------------
Number of % of Total
Securities Options Granted Exercise or
Underlying to Employees in Base Price Expiration
Name1 Options Fiscal Year ($/Sh) Date
Granted (#)
- ------------------ ----------- --------------- ----------- ----------
Hayden Leason 1,000 - $ .625 1/4/09
Harry Melkonian 200,000 32% $1.25 4/22/08
Patrick J. Holmes 50,000 8% $1.25 4/22/08
Brock Koren 100,000 16% $1.00 6/14/08
- --------------------------------------------------------------------------------
1 See Summary Compensation Table for principal position.
The following tables set forth certain information concerning stock options
granted to and exercised by the persons named in the Summary Compensation Table
during the last fiscal year and unexercised stock options held by such persons
at the end of such fiscal year. No options were exercised during the last fiscal
year.
<TABLE>
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
<CAPTION>
Value of Unexercised
Number of Securities Underlying In-the-Money Options at
Shares Acquired Unexercised Options at Fiscal Year End (#) (Fiscal Year End ($)
Name(1) on Exercise (#) Value Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ----------------- -------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Harry Melkonian - - 164,000/236,000 -/-
Hayden Leason - - 25,000/10,000 -/-
Patrick J. Holmes - - 132,000/68,000 -/-
Brock Koren - - 100,000/- -/-
- --------------------- ----------------- --------------- --------------------------------------- ------------------------
<FN>
1 See "Summary Compensation Table" for principal position.
</FN>
</TABLE>
On January 18, 1995 the Board of Directors canceled outstanding options to
purchase an aggregate of 365,000 shares of the Company's Class A Common Stock
and granted to the holders of such options new options to purchase an equivalent
number of shares. These options were the only options of the Company which have
been issued coincident with the cancellation of outstanding options or otherwise
repriced since the Company's inception through March 29, 1998. The Board of
Directors concluded that the subsequent decrease in the market price for the
Company's Class A Common Stock below the exercise price for the canceled options
was due to factors which were principally not all within the realm of
responsibility of the option holders and that the options no longer provided the
incentive to such option holders to perform on behalf of the Company in the
manner contemplated by the Board when the canceled options were initially
granted. On the date of the issuance of the new options and the cancellation of
the outstanding options, the closing sale price for the Company's Class A Common
Stock as reported on the American Stock Exchange was $1.56. The following table
sets forth certain information regarding the aforementioned canceled and new
options:
<TABLE>
Ten-Year Option Repricings
--------------------------
<CAPTION>
Number of Securities Market Price of Exercise Price at Length of Original
Underlying Options Stock at Time of Time of New Option Term Remaining at
Repriced or Repricing or Repricing or Exercise Date of
Name(1) Date Amended (#) Amendment ($) Amendment ($) Price ($) Repricing or Amendment
- ---- ---- ----------- ------------- ------------- --------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
Harry Melkonian 1/18/95 60,000 1.56 3.62 1.56 7 years
Patrick J. Holmes 1/18/95 30,000 1.56 4.87 1.56 9 years
30,000 1.56 4.50 1.56 9 years
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
1 See "Summary Compensation Table" for principal position.
</FN>
</TABLE>
6
<PAGE>
Compensation of Directors
- -------------------------
Prior to October 1995, each director who is not an employee of the Company or an
affiliate received an annual fee of $10,000, payable in quarterly increments,
and a fee of $1,000 for each meeting attended. Each of the directors who is not
an employee of the Company is eligible for grants of stock options upon their
appointment to the Board of Directors under the 1991 Special Directors Stock
Option Plan and on an annual basis so long as they remain on the Board.
Directors who are also officers of the Company or its affiliates do not receive
cash compensation in consideration for their services as directors. All
directors, however, including employee directors, are reimbursed for reasonable
travel expenses incurred in connection with their attending meetings of the
Board of Directors and committees. In October 1995, the Board of Directors
eliminated the accrual or payment of all fees including all annual fees, meeting
fees and any payment for services as the Chairman or Member of any Committee of
the Board of Directors except for reasonable travel expenses. In addition,
participation in the 1991 Special Directors Stock Option Plan, other than
initial grants for new directors, was suspended. In January 1998, the Board
reinstated participation in the 1991 Special Directors Stock Option Plan and
approved an annual stock option grant in lieu of an annual cash fee. This grant
would be the approximate equivalent of $10,000 calculated using the
Black-Scholes option pricing model.
RELATIONSHIP WITH INDEPENDENT AUDITORS
Arthur Andersen, independent auditors, audited the Company's financial
statements for fiscal years 1996-1999 and has been selected to audit the
Company's financial statements for fiscal year 2000. Representatives of Arthur
Andersen are expected to be present at the Annual Meeting to respond to
appropriate questions from stockholders and to make a statement if they desire
to do so.
EXPENSES
The entire cost of preparing, assembling, printing and mailing the Proxy
Statement, the enclosed Proxy, Annual Report and other materials, and the cost
of soliciting Proxies with respect to the Annual Meeting, will be borne by the
Company. The Company will request banks and brokers to solicit their customers
who beneficially own shares listed of record in names of nominees, and will
reimburse those banks and brokers for the reasonable out-of-pocket expenses of
such solicitations. The solicitation of Proxies by mail may be supplemented by
telephone and telegram by officers and other regular employees of the Company,
but no additional compensation will be paid to such individuals.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Annual Meeting of
Stockholders in 2000 must be received at its principal executive office no later
than April 20, 2000.
By Order of the Board of Directors
/s/ P. J. Holmes
Camarillo, California Patrick J. Holmes
July 30, 1999 Secretary
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED BY THIS PROXY
STATEMENT, ON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 28, 1999 AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION (INCLUDING THE FINANCIAL STATEMENTS AND THE
SCHEDULES THERETO, BUT EXCLUDING EXHIBITS). SUCH REQUESTS SHOULD BE DIRECTED TO
CORPORATE SECRETARY, 1240 AVENIDA ACASO, CAMARILLO, CALIFORNIA 93012.
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ADVANCED PHOTONIX, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
AUGUST 20, 1999
The undersigned hereby constitutes and appoints Hayden Leason and Robert G.
Allison or any one of them, as proxies, with full power of substitution, to vote
all share of stock of Advanced Photonix, Inc. (the "Company") which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Stockholders of the Company to be held at the Westlake Village Inn,
31943 Agoura Road, Westlake Village, California, at 10:00 o'clock A.M., Pacific
Time, on August 20, 1999, or at any adjournments or postponements thereof:
(1) Election of Directors
FOR all nominees listed below (except as marked to the contrary below) / /
WITHHOLD AUTHORITY to vote for all nominees listed below / /
Robert G. Allison, Harold A. Blomquist, M. Scott Farese, Hayden Leason,
Harry Melkonian
(Instructions: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the above list.)
(2) To transact such other business as may properly come before the meeting or
any adjournment or postponements thereof.
(PLEASE SIGN ON REVERSE SIDE)
- --------------------------------------------------------------------------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED, OR IF NO
SPECIFICATIONS ARE MADE, WILL BE VOTED BY THE PROXIES FOR THE ELECTION OF THE
ABOVE NOMINEES FOR DIRECTOR, FOR PROPOSAL NO. 2 AND TO USE THEIR DISCRETION TO
VOTE ON ANY OTHER MATTER AS MAY PROPERLY COME BEFORE THE MEETING.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF MEETING AND ANNUAL
REPORT FURNISHED HEREWITH.
Dated:___________________,1999
_________________________
Signature of Stockholder
_________________________
Signature of Stockholder
NOTE: When signing as attorney-in-fact, executor, administrator, trustee or
guardian, please add your title as such, and if signer is a corporation, please
sign with full corporate name by duly authorized officer or officers and affix
the corporate seal. Where stock is issued in the name of two or more prersons,
all such persons should sign. Please date, sign and return in the enclosed
envelope promptly.
