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 25, 2000
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
Company's corporate office, 1240 Avenida Acaso, Camarillo, California, at 10:00
a.m., Pacific time, on August 25, 2000, to consider the following matters:
(1) The election of four 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 (M.
Scott Farese, Brock Koren, Richard D. Kurtz and Stephen P. Soltwedel) are
described in the accompanying Proxy Statement.
(2) The approval of the proposed Advanced Photonix, Inc. 2000 Stock Option
Plan.
(3) 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 July 28, 2000 as the
record date for the Annual Meeting. Only stockholders of record of the Company's
Common Stock at the close of business on July 28, 2000 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/ Susan A. Schmidt
Susan A. Schmidt
July 31, 2000 Secretary
<PAGE>
Proxy Statement
Annual Meeting of Stockholders
August 25, 2000
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 2000 Annual Meeting of Stockholders of the
Company and for any adjournments or postponements thereof (the "Annual Meeting")
to be held at the Company's corporate office, 1240 Avenida Acaso, Camarillo,
California, at 10:00 a.m., Pacific time, on August 25, 2000, 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.
The Board of Directors recommends a vote FOR the election of directors and
approval of the 2000 Stock Option plan 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 and FOR the adoption of the
2000 Stock Option Plan. 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 2000 Annual Report to Stockholders are being sent to
stockholders on or about July 31, 2000.
VOTING SECURITIES
July 28, 2000 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 12,190,848 shares of Class A and Class B Common Stock, $.001 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. As a plurality of votes cast is
required for the election of directors, abstentions and broker non-votes will
have no effect on the outcome of such election. As the affirmative vote of a
majority of votes represented at the meeting by the Class A and Class B Common
Stock (voting together as a class) in person or represented by proxy is
necessary for Proposal 2 (adoption of the 2000 Stock Option Plan), an abstention
will have the same effect as a negative vote but "broker non-votes" will have no
effect on the outcome of the vote.
Brokers holding shares for beneficial owners must vote those shares according to
the specific instructions they receive from beneficial owners. If specific
instructions are not received, brokers may vote those shares in their
discretion, depending on the type of proposal involved. The Corporation believes
that, in accordance with American Stock Exchange rules applicable to such voting
by brokers, brokers will have discretionary authority to vote with respect to
any shares as to which no instructions are received from beneficial owners with
respect to the election of directors, but will have no such authority with
respect to Proposal 2. Shares as to which brokers have not exercised such
discretionary authority or received instructions from beneficial owners are
considered "broker non-votes."
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 17, 2000, 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 or Class B Common Stock of the Company, by each director and executive
officers and by all directors and officers as a group. The outstanding Class B
Common Stock represents only 0.3% of the total outstanding shares.
<TABLE>
<CAPTION>
Class A Common Stock
-----------------------------------------------
Shares Under
Shares Exercisable Percent
Owned Options/Warrants(1) Voting(2)
----- ----------------- ------
<S> <C> <C> <C>
James A. Delaney III(3) 632,800 - 5.2
Brock Koren(4) - 65,000 .5
Paul Sharman(4) - 20,400 .2
M. Scott Farese(4) 10,000 12,500 .2
Susan A. Schmidt(4) 500 - -
Richard A. Kurtz(4) - - -
Stephen P. Soltwedel(4) - - -
Directors & Officers as a Group 11,000 97,900 .9
</TABLE>
1 Includes shares under options exercisable on July 17, 2000 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 633 Ardsley Road, Winnetka, IL 60093.
4 The address of this shareholder is c/o Advanced Photonix, Inc. 1240 Avenida
Acaso, Camarillo, CA 93012.
ELECTION OF DIRECTORS
A Board of four 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 four 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 a
nominating committee. After this election, three 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:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Richard D. Kurtz 48 Chairman of the Board
Brock Koren 36 President and Chief Executive
Officer
M. Scott Farese 43 Director
Stephen P. Soltwedel 53 Director
</TABLE>
<PAGE>
Set forth below is certain information relating to the other officers of the
Company:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Susan A. Schmidt 35 Chief Financial Officer and
Secretary
Paul Sharman 42 Vice President, Operations
</TABLE>
Richard D. Kurtz, Chairman of the Board
---------------------------------------
Mr.Kurtz became a director of the Company in February 2000. He is currently
Vice President Sales and Marketing for Filtertek Inc. in Hebron, IL. 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. Kurtz
joined Filtertek in 1988 as a Sales Engineer and was subsequently promoted to
Automotive Sales Manager before assuming his present responsibilities. Mr. Kurtz
received his Bachelor of Arts degree in Economics from Michigan State University
and his Master of Business Administration degree from Eastern Michigan
University.
Brock Koren, President and Chief Executive Officer
--------------------------------------------------
Mr. Koren joined the Company in July 1998 and was promoted from Vice President,
Sales and Marketing to President and Chief Executive Officer in October 1999.
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. Hamamatsu is a leading manufacturer of devices for
generation and measurement of infrared, visible, and ultraviolet light, and is
the largest manufacturer of PMTs in the world. Mr Koren received his Bachelor of
Science Degree in Electrical Engineering from California State University, Long
Beach, California.
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.
Mr. Hayden Leason, former Chairman of the Board, founded Filtertek which he sold
in 1992 to Schawk Inc. Mr. Farese is the son-in-law of Mr. Leason.
Stephen P. Soltwedel, Director
------------------------------
Mr. Soltwedel became a director of the Company in February 2000. He is currently
Vice President and Chief Financial Officer of Filtertek Inc. Mr. Soltwedel
joined Filtertek in 1972 and was elected Vice President, Secretary and Treasurer
of Filtertek Inc. and its sister corporation, Filtertek de Puerto Rico, Inc. in
1979. Mr. Soltwedel held those positions until 1992, when controlling interest
in Filtertek was sold to Schawk Inc., and he was elected Vice President and
Chief Financial Officer of Filtertek Inc., a wholly owned subsidiary of ESCO
Electronics. Mr. Soltwedel holds a bachelor's degree in accounting from Madison
Business College.
Susan A. Schmidt, Chief Financial Officer and Secretary
-------------------------------------------------------
Ms. Schmidt joined the Company in March 2000. From 1997 to 2000, she was
Director of Finance - Amphitheaters for SFX Entertainment, Inc. in Encino, CA.
SFX is a New York-based promoter and producer of live entertainment events. Ms.
Schmidt held financial responsibilities for two southern California
amphitheaters operated by SFX. From 1992 to 1997 she was Controller for Revchem
Plastics, Inc., a full-line distribution company serving the reinforced plastics
industry, and Durall Plastics,Inc., Revchem Plastics Inc.'s sister manufacturing
company in Rialto, CA. Ms. Schmidt received her Bachelor of Science degree in
Business Administration-Accounting from California State University, San
Bernardino.
<PAGE>
Paul Sharman, Vice President Operations
---------------------------------------
Mr. Sharman joined API in June 1990. Mr. Sharman started in the Quality
department and has held the positions of Director of Quality and Reliability,
Director of Operations, and in March 2000, he was promoted to Vice President of
Operations. Mr. Sharman holds an HND in Mechanical engineering from the
Rotherham College of Technology and an IQAD in Quality Assurance from South
Downs College.
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 3 by Paul Sharman to report
initial ownership of securities upon being appointed to an executive office in
March 2000, which was reported on Form 5 in May 2000; the late filing of a Form
4 by Hayden Leason (former Chairman of the Board) to report a March 2000
exercise of stock options and sale of stock, which Form 4 was filed in May 2000;
and the late filing of a Form 5 by M. Scott Farese to report a January 2000
option grant and a February 2000 exercise of stock options and sale of stock,
which Form 5 was filed in May 2000.
Meetings and Committees of the Board of Directors
-------------------------------------------------
The Board of Directors held six meetings during the fiscal year ended March 26,
2000 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 2000. The members of the Audit Committee are Mr.
Farese, Mr. Kurtz and Mr. Soltwedel. 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 three times in fiscal 2000 and acted by
unanimous written consent on one occasion. The members of the Compensation
Committee are Mr. Farese and Mr. Kurtz.
APPROVAL OF 2000 STOCK OPTION PLAN OF ADVANCED PHOTONIX, INC.
The Board of Directors has adopted, subject to shareholder approval, and
recommends the adoption of the proposed 2000 Stock Option Plan ("2000 Plan"),
under which options may be granted for an aggregate of 1,500,000 shares of Class
A Common Stock prior to July 24, 2010. All employees and directors of, and
consultants and advisors to, the Company and its subsidiaries are eligible to
participate in the 2000 Plan.
The following description of the 2000 Plan is qualified in its entirety by
reference to such 2000 Plan, a copy of which is attached to this Proxy Statement
as Exhibit 10.15 and is incorporated by reference herein. Attention is
particularly directed to the description therein of the prices, expiration dates
and other material conditions upon which the options may be granted and
exercised.
<PAGE>
The 2000 Plan provides, among other things, that options may be granted to
purchase shares of Class A Common Stock at a price per share fixed by the Board
of Directors; provided, however, that in the case of an incentive stock option
("ISO"), as defined by Section 422 of the Internal Revenue Code, as amended, the
exercise price shall not be less than 100% of the fair market value of the Class
A Common Stock on the date of the option grant (110% of such fair market value
in the case of optionees holding 10% or more of the total combined voting rights
of all classes of stock of the Company or its subsidiaries). The Board of
Directors may determine the employees, directors, consultants and advisors to
whom options are to be granted and the number of shares subject to each option.
Options may be exercised by the payment in full in cash or by the tendering of
shares of Class A Common Stock having a fair market value, as determined by the
Board of Directors, equal to the option exercise grant. The Board of Directors
shall determine whether an option granted under the Plan is intended to be an
ISO, or whether such option is intended not to be an ISO.
The principal federal income tax consequences of the issuance and granting of
options will be as follows:
Although an individual can receive an unlimited number of ISOs during any
calendar year, the aggregate fair market value (determined at the time of the
option grant) of the stock with respect to which ISOs first become exercisable
during any calendar year (under all of the Company's Plans) cannot exceed
$100,000. An optionee will not realize taxable income for federal income tax
purposes upon the exercise of an ISO provided he does not dispose of shares
acquired upon the exercise within two years from the date of grant or within one
year from the date of exercise. If these conditions are met, the Company will
not be entitled to a deduction in connection with the grant or the exercise of
the option. The net capital gain realized on the sale or disposition of the
shares is subject to tax at the same rate as ordinary income. If the optionee
disposes of the shares within the two year or one year periods mentioned above,
he will realize taxable ordinary income in an amount equal to any excess of the
fair market value of the shares on the date of exercise (or the amount realized
on disposition, if less) over the option price, and the Company will be allowed
a corresponding deduction as the case of a non-ISO.
The foregoing is only a summary of the effect of federal income taxation upon
the Optionee and the Company with respect to the grant and exercise of options
under the 2000 Plan, does not purport to be complete, and does not discuss the
income tax laws of any state or foreign country in which an optionee may reside.
The Board of Directors is of the opinion that adoption of the proposed 2000 Plan
is in the best interests of the Company in that it will aid the Company in
securing and retaining competent management personnel and other employees by
making it possible to offer them an opportunity to acquire stock of the Company
and thereby increase their proprietary interest in the Company's success. The
Company is also of the opinion that affording to the Board of Directors the
right to determine the employees, consultants and advisors to be granted options
and the number of shares as to which options will be granted, will permit the
Board of Directors to weigh the advantages and disadvantages at any particular
time and take into special circumstances with respect to attracting or retaining
particular persons.
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
$100,000 for services rendered during the last three fiscal years.
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation
---------------------------------------
Other Annual
Fiscal Salary Bonus Compensation
Name and Principal Position Year ($) ($) ($)
--------------------------- ------ --------- -------- --------------
<S> <C> <C> <C> <C>
Hayden Leason 2000 -0- -0- -0-
Chairman of the Board and 1999 -0- -0- -0-
Chief Executive Officer(2) 1998 -0- -0- -0-
--------------------------- ------ --------- -------- --------------
Brock Koren 2000 175,000 12,500 -0-
President and Chief 1999 135,000 -0- -0-
Executive Officer 1998 - - -
--------------------------- ------ --------- -------- --------------
Harry Melkonian,
Chairman of the Board, 2000 150,000 -0- -0-
President and Chief 1999 150,000 20,600 -0-
ExecutiveOfficer(3) 1998 150,000 40,000 -0-
--------------------------- ------ --------- -------- --------------
Patrick J. Holmes 2000 125,000 -0- -0-
Executive Vice President, 1999 125,000 9,400 -0-
CFO, Secretary and Treasurer(4) 1998 125,000 15,000 -0-
--------------------------- ------ --------- -------- --------------
</TABLE>
<TABLE>
<CAPTION>
Long Term Compensation
-------------------------------------------------
Awards Payouts
------ -------
Restricted Securities
Stock Underlying LTIP All Other
Awards Options Payouts Compensation
------- ----------- ------- ------------
Name and Principal Position Year ($) (#) ($) ($)(1)
--------------------------- ------ ---- ---- ---- ------
<S> <C> <C> <C> <C> <C>
Hayden Leason 2000 -0- -0- -0- -0-
Chairman of the Board and 1999 -0- -0- -0- -0-
Chief Executive Officer(2) 1998 -0- -0- -0- -0-
--------------------------- ------ ------- ----------- ------- ------------
Brock Koren 2000 -0- 200,000 -0- 8,600
President and Chief 1999 -0- 100,000 -0- 5,300
Executive Officer 1998 - - - -
--------------------------- ------ ------- ----------- ------- ------------
Harry Melkonian
Chairman of the Board, 2000 -0- -0- -0- 4,500
President and Chief 1999 -0- 200,000 -0- 4,500
Executive Officer(3) 1998 -0- -0- -0- 4,700
--------------------------- ------ ------- ----------- ------- ------------
Patrick J. Holmes 2000 -0- 100,000 -0- 8,600
Executive Vice President, 1999 -0- 50,000 -0- 8,600
CFO, Secretary and Treasurer(4) 1998 -0- -0- -0- 3,900
--------------------------- ------ ------- ----------- ------- ------------
</TABLE>
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. Leason resigned as Chairman of the Board and Chief Executive Officer in
October 1997, was re-elected as Chairman of the Board in October 1999, and
subsequently resigned from the Board of Directors in July 2000. Options
granted as part of plans provided to outside directors of the Company have
been excluded from the table (0 in 2000 and 1,000 in 1999).
3 Mr. Melkonian was elected Chief Executive Officer in October, 1997, and
Chairman of the Board in April 1998, and resigned from the Company in October
1999. Compensation continues under employment agreement.
4 Mr. Holmes was employed by the Company through March 2000.
Employment Agreements
---------------------
The Company has employment and termination agreements with certain current and
former employees, 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 tables set 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.
Option Grants in Fiscal 2000
Individual Grants
<TABLE>
<CAPTION>
Number of % of Total
Securities Options Granted Exercise or
Underlying to Employees in Base Price Expiration
Options Fiscal Year ($/Sh) Date
Name(1) Granted (#)
-------------------- ---------------- --------------- ------------- ------------
<S> <C> <C> <C> <C>
Brock Koren 200,000 32% $.563/$.75(2) 11/11/09
-------------------- ---------------- --------------- ------------- ------------
Patrick J. Holmes 100,000 16% $.563/$.75(3) 11/11/09
-------------------- ---------------- --------------- ------------- ------------
</TABLE>
1 See "Summary Compensation Table" for principal position.
2 Options granted in two lots of 100,000 each, having exercise prices of $.563
per share and $.75 per share, respectively.
3 Options granted in two lots of 50,000 each, having exercise prices of $.563
per share and $.75 per share, respectively.
<PAGE>
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options
Fiscal Year at Fiscal
End (#) Year End($)
Shares Acquired Value Exercisable/ Exercisable/
Name(1) on Exercise(#) Realized Unexercisable Unexercisable
---- ------------ -------- -------------- --------------
<S> <C> <C> <C> <C>
Hayden Leason 35,500 $490,000 -0-/500 -0-/$3,100
Brock Koren 25,000 $193,000 -0-/275,000 -0-/-0-
Patrick J. Holmes 156,000 $1,372,000 144,000/-0- $834,000/-0-
</TABLE>
1 See "Summary Compensation Table" for principal position.
Compensation of Directors
-------------------------
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 March 2000, the Board of Directors voted to
re-establish a directors' fee in the amount of $2,500, payable to each director,
for each meeting attended. The fee is paid to each non-employee director, with
the exception of Hayden Leason, former Chairman of the Board, who voluntarily
waived his fee. In addition, all directors, including employee directors, are
reimbursed for reasonable travel expenses incurred in connection with their
attending meetings of the Board of Directors and committees. 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. In January 1998, the Board reinstated participation in the 1991 Special
Directors Stock Option Plan, which had also been suspended in October 1995,
other than initial grants for new directors. Directors who are also officers of
the Company or its affiliates do not receive cash compensation in consideration
for their services as directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Executive Compensation".
RELATIONSHIP WITH INDEPENDENT AUDITORS
On March 24, 2000, the Board of Directors decided to change independent
accountants and voted to replace Arthur Andersen LLP with Farber & Hass LLP as
the Company's independent auditor. In connection with its audits for the two
most recent fiscal years, there have been no disagreements between the Company
and Arthur Andersen LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure. In addition, the
reports of Arthur Andersen LLP on the Company's financial statements contained
no adverse opinions or disclaimers and were not qualified or modified as to
uncertainty, audit scope or accounting principle.
Farber & Hass, independent auditors, audited the Company's financial statements
for fiscal year 2000, and have been selected to audit the Company's financial
statements for fiscal year 2001. Representatives of Farber & Hass 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.
<PAGE>
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 2001 must be received at the Company's principal executive
office no later than April 20, 2001.
By Order of the Board of Directors
/s/ Susan A. Schmidt
Camarillo, California Susan A. Schmidt
July 31, 2000 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-KSB FOR THE YEAR ENDED MARCH 26, 2000 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 25, 2000
The undersigned hereby constitutes and appoints Richard D. Kurtz and M. Scott
Farese or any one of them, as proxies, with full power of substitution, to vote
all shares 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 Company's Corporate
office, 1240 Avenida Acaso, Camarillo, California, at 10:00 o'clock A.M.,
Pacific Time, on August 25, 2000, 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 / /
Brock Koren, Richard D. Kurtz, M. Scott Farese, Stephen P. Soltwedel
(Instructions: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the above list.)
(2) To approve the Advanced Photonix, Inc. 2000 Stock Option Plan
Vote for / / Vote against / / Vote abstained / /
(3) To transact such other business as may properly come before the meeting or
any adjournment or postponements thereof.
(PLEASE SIGN ON REVERSE SIDE)
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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 AND FOR THE 2000 STOCK OPTION PLAN, 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:_____________________, 2000
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Signature of Stockholder
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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 persons,
all such persons should sign. Please date, sign and return in the enclosed
envelope promptly.
