EXCEL TECHNOLOGY, INC.
45 Adams Ave.
Hauppauge, NY 11788
______________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD July 11, 1997
______________________________
To the Stockholders of
EXCEL TECHNOLOGY, INC.
Notice is hereby given that the Annual Meeting of Stockholders of
Excel Technology, Inc. (the "Company") will be held at the offices of
Excel Technology, Inc., 780 Third Ave., New York, New York 10017, on July
11, 1997, at 10:00 A.M. EST, for the following purposes:
1. To elect a Board of Directors to serve until the next Annual
Meeting of Stockholders and until their successors are duly elected and
qualified;
2. To ratify the selection by the Board of Directors of KPMG Peat
Marwick, LLP to serve as independent auditors for the year ending
December 31, 1997; and
3. To transact such other business as may properly be presented for
action at the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on May 27,
1997 as the record date for the determination of stockholders entitled to
notice of, and to vote at, this meeting or any adjournment thereof.
Holders of a majority of the outstanding shares must be present in
person or by proxy in order for the meeting to be held. Whether or not
you plan to attend the meeting, please complete, sign, date and return
the accompanying proxy in the enclosed postage-paid envelope. The giving
of such proxy will not affect your right to revoke such proxy before it
is exercised or to vote in person should you later decide to attend the
meeting.
All stockholders are cordially invited to attend this meeting.
By Order of the Board of Directors
/s/ Antoine Dominic
..................................
Antoine Dominic,
Secretary
April 30, 1997
IT IS IMPORTANT THAT THE ENCLOSED PROXY FORM BE COMPLETED
AND RETURNED PROMPTLY.
EXCEL TECHNOLOGY, INC.
45 Adams Ave.
Hauppauge, NY 11788
______________________________
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD July 11, 1997
______________________________
SOLICITATION AND REVOCATION OF PROXIES
This statement is furnished in connection with the solicitation by
the Board of Directors of Excel Technology, Inc., a Delaware corporation
(the "Company"), of proxies to be voted at the Annual Meeting of the
Stockholders of the Company (the "Meeting") to be held on July 11, 1997,
at 10:00 A.M. EST, at the offices of Excel Technology, Inc., 780 Third
Ave., New York, New York 10017 and any adjournments thereof.
A form of proxy is enclosed for use at the Meeting. The proxy may
be revoked by a stockholder at any time before it is voted by execution
of a proxy bearing a later date or by written notice to the Secretary of
the Company before the Meeting, and any stockholder present at the
Meeting may revoke his proxy thereat and vote in person if he so desires.
When such proxy is properly executed and returned, the shares it
represents will be voted at the Meeting in accordance with any
instructions noted thereon. If no direction is indicated, all shares
represented by valid proxies received pursuant to this solicitation (and
not revoked prior to exercise) will be voted by the person named in the
form of proxy FOR the election of the nominees for directors named
herein, FOR the ratification of the appointment of KPMG Peat Marwick, LLP
as the Company's independent auditors for the year ending December 31,
1997, and as recommended by the Board of Directors with regard to all
other matters, or, if no such recommendation is given, in the discretion
of the named proxy.
The cost of soliciting proxies on behalf of the Board of Directors
will be borne by the Company. In addition to solicitation by mail,
proxies may be solicited by directors, officers or regular employees of
the Company (who will receive no extra compensation for these services)
in person or by telephone or telefax. The Company may also request
brokerage houses, custodians, nominees and fiduciaries to forward these
proxy materials to the beneficial owners of common stock, par value $.001
per share (the "Common Stock"), and will reimburse such holders for their
reasonable expenses in connection therewith. The approximate date of
mailing of this proxy statement is June 4, 1997.
Only stockholders of record at the close of business on May 27,
1997 will be entitled to notice of, and to vote at, the Meeting. At the
close of business on April 28, 1997, the Company had issued and
outstanding 10,449,147 shares of Common Stock. Each share of Common
Stock entitles the holder thereof to one vote and a vote of the majority
of the shares present, or represented, and entitled to vote at the
Meeting is required to approve each proposal to be acted upon at the
Meeting. Abstentions and broker non-votes each shall be included as
shares present and voting for purposes of determining whether a quorum is
present at the Meeting. Each vote is tabulated separately. Abstentions
shall be counted as votes cast on proposals presented to stockholders,
whereas broker non-votes shall not be counted as votes cast for purposes
of determining whether a proposal has been approved.
NOMINATION AND ELECTION OF DIRECTORS
Five persons, all of whom are members of the present Board of
Directors, are nominees for election to hold office until the next Annual
Meeting of Stockholders and until their respective successors are elected
and qualified. Unless authority to vote for the election of directors
shall have been withheld, it is intended that proxies in the accompanying
form will be voted at the Meeting for the election of the five nominees
named below. If any nominees, for any reason presently unknown to the
Company, should refuse or be unable to serve, the shares represented by
the proxies will be voted by such person as shall be designated by the
Board of Directors to replace any such nominee.
The following information is submitted concerning the nominees
named for election as directors based upon information received by the
Company from such persons:
Director
Nominee Age Office Since
....... ... ...... ........
J. Donald Hill 64 Chairman of the Board, 1996
Chief Executive Officer and
President
Antoine Dominic 35 Chief Financial Officer, 1996
Secretary and Director
Steven Georgiev 63 Director 1991
Howard S. Breslow 57 Director 1996
Jan A. Melles 56 Director 1996
Mr. Hill became Chairman, Chief Executive Officer and a director of
the Company in January 1996. In addition, he has been President of the
Company since August 1994. Mr. Hill had also served as Chief Financial
Officer of the Company from January 1994 until March 1995, and was
President of Quantronix Corporation ("Quantronix"), a subsidiary of the
Company, from November 1992 until January 1996. Mr. Hill was a business
consultant to Quantronix, a company acquired by the Company, from
February 1992 to November 1992. From January 1991 to October 1991, Mr.
Hill was Chief Executive Officer of Medstone International, Inc., a
company engaged in the manufacture, marketing and sale of shock wave
therapy devices. From 1988 to 1990, he was Director of Corporate Finance
at Weeden & Co., an investment firm and member of the New York Stock
Exchange. Mr. Hill served as Vice Chairman of First Affiliated
Securities, Inc. from 1978 to 1988, and from 1966 to 1977 was a General
Partner of Loeb, Rhoades & Company. Mr. Hill currently serves as a
director of Cryomedical Sciences, Inc., a publicly-held company engaged
in the development and sale of medical devices, and Cardiac Science,
Inc., a publicly-held company engaged in the development of medical
devices.
Mr. Dominic has been a director of the Company since January 1996.
He joined the Company as Chief Financial Officer in March 1995. In
addition to his functions as Chief Financial Officer of the Company, he
has been President of Quantronix, a subsidiary of the Company, since
January 1996. From June 1992 to January 1995, Mr. Dominic was Executive
Vice President, Chief Financial Officer and Director of: CompuDyne
Corporation, a high technology Defense manufacturer of data acquisition
equipment and access control systems; and Corcap Inc., a holding company;
both are related publicly-held companies. From March 1990 to June 1992,
Mr. Dominic was the Chief Financial Officer for CompuDyne Corporation and
Corcap Inc. From August 1987 to March 1990, Mr. Dominic was Chief
Financial Officer of Quanta Systems Corporation, a division of CompuDyne
Corporation. Mr. Dominic holds a B.S. in accounting, an M.B.A. and is a
non-practicing CPA.
Mr. Georgiev has been a director of the Company since December
1991 and a consultant to the Company since March 1992. Since 1993, he
has served as President of Palomar Medical Technologies, Inc.
("Palomar"), a biotechnology company. Since 1988, he has acted as a
business and management consultant to several high technology companies,
including EG&G, Inc., Cybernetics Products, Inc., Camber, Inc.,
Dynatrend, Inc. and Palomar. From 1972 to 1975, and later from 1978 to
1988, Mr. Georgiev was Chairman, President and Treasurer of Dynatrend,
Inc., which specializes in providing engineering and program management
services primarily to the United States Government. From 1961 to 1972
and later from 1975 to 1978, Mr. Georgiev held a variety of positions
with Avco Systems, a high technology aerospace business, including
Project Director - Missile Systems; Director of Engineering; Director of
Advanced Programs; and Vice President - Marketing and Planning. Since
1980, Mr. Georgiev also has been involved in the start-up and subsequent
development of several companies. Mr. Georgiev has a B.S. degree in
engineering physics and an M.S. degree in management.
Mr. Breslow has been a director of the Company since January 1996.
He has been a practicing attorney in New York City for more than 29 years
and is a general partner of the law firm of Breslow and Walker, LLP, New
York, New York, which firm serves as general counsel to the Company. Mr.
Breslow currently serves as a director of FIND/SVP, Inc., a publicly-held
company engaged in the development and marketing of information services
and products; Cryomedical Sciences, Inc., a publicly-held company engaged
in the development and sale of medical devices; Vikonics, Inc., a
publicly-held company engaged in the design and sale of computer-based
security systems; and Lucille Farms, Inc., a publicly-held company
engaged in the manufacture and marketing of dairy products.
Mr. Melles has been a director of the Company since December 3,
1996. Since 1993, Mr. Melles has been President and sole shareholder of
Photonics Investments, bv, which is engaged in investments in, and
mergers and acquisitions of, photonics companies. Form 1988 to 1992, he
served as Chief Executive Officer of Melles Griot, Inc., a division of J.
Bibby & Sons, PLC. Mr. Melles co-founded Melles Griot, Inc. in 1969 and
sold it to J. Bibby & Sons, PLC in 1988. Mr. Melles currently serves as
a director of Mikropack GmbH; Top Sensor Systems, bv; Synrad, Inc.;
Imphora, Inc.; and Dynasil Corporation, a public company which is
primarily engaged in the business of fiber optics.
The Company compensates non-employee directors for their services
in such capacity at the rate of $500 per Board of Directors' meeting
attended. Pursuant to the Company's 1990 Stock Option Plan, members of
the Board of Directors receive an automatic grant of non-incentive
options to purchase 10,000 shares of Common Stock on the date of the
Company's Annual Stockholder's Meeting, at an exercise price equal to the
fair market value on such date.
The Board of Directors held eight meetings during the year ended
December 31, 1996, which were attended by all of the directors, and acted
by unanimous consent on one occasion. The Company's audit committee,
comprised of Messrs. Steven Georgiev and Howard Breslow held no meetings
during the year ended December 31, 1996. The Company has a stock option
committee comprised of Steven Georgiev and Howard Breslow; it has no
standing nominating or compensation committee.
EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
The executive officers of the Company serve at the pleasure of the
Board of Directors and are subject to annual appointment by the Board at
it first meeting following the Annual Meeting of Stockholders. All of
the Company's executive officers, as well as three significant employees,
are listed in the following table, and certain information concerning
such significant employees follows the table:
Name Age Position
....... ... ........
J. Donald Hill 64 Chief Executive Officer and President of
the Company
Antoine Dominic 35 Chief Financial Officer and Secretary of the
Company; President, Quantronix Corporation
William B. McIntyre 61 President, The Optical Corporation
Roy H. Tanner 64 President, Control Laser Corporation
David R. Howell 43 President, Cambridge Technology, Inc.
Mr. McIntyre has been President of The Optical Corporation, a
subsidiary of the Company, since 1989. Prior to this post he served for
four years as Senior Vice president of Micromation, Inc., a computer
manufacturer. Mr. McIntyre has held various engineering production
positions with Boeing, Melabs, Chromatix and Biogenesis. Mr. McIntyre
holds a B.S. and M.S. in electrical engineering.
Mr. Tanner has been President of Control Laser Corporation, a
subsidiary of the Company, since September 1990. Mr. Tanner joined
Quantronix as Manager of Engineering in 1980, and was its Vice President-
Engineering from 1983 to 1992. Prior to his employment with Quantronix
he was production manager for Coherent, Inc., a laser manufacturer based
in California.
Mr. Howell has been President of Cambridge Technology, Inc.
( Cambridge ), a subsidiary of the Company, since February 1997. He
joined Cambridge in January 1994 as General Manager, and was promoted to
Vice President in 1996. Previously, Mr. Howell was the Director of
Marketing and Operations of Phoenix Electronic Enterprises, Inc. in
Highland, New York. Prior to that he spent three years as the General
Manager of Phoenix's New Mexico subsidiary. In the 1980's Mr. Howell
worked for Digital Equipment Corporation in Corporate Administration and
Small Systems Engineering. Mr. Howell holds a B.A., an M.B.A. and a J.D.
and is a member of the Massachusetts Bar Association.
BENEFICIAL OWNERSHIP OF THE COMPANY'S SECURITIES
The following table sets forth, as of April 30, 1997, certain
information, based upon publicly available filings, regarding the
beneficial ownership of Common Stock by each person owning more than 5%
of the outstanding Common Stock, each director, and all directors and
executive officers as a group:
Name Number
(and Address of 5% Holders) Owned (1) Percentage of Class
........................... ........... ...................
Smith Barney Mutual Funds
Management Inc. 552,501 (2) 5.3%
388 Greenwich Street
New York, NY 10013
Smith Barney Holdings Inc. 990,422 (3) 9.5%
388 Greenwich Street
New York, NY 10013
Travelers Group Inc. 990,422 (3) 9.5%
388 Greenwich Street
New York, NY 10013
J. Donald Hill 320,000 (4) 2.9%
Antoine Dominic 141,666 (5) 1.3%
Steven Georgiev 140,000 (5) 1.3%
Howard S. Breslow 74,000 (6) less than 1%
Jan A. Melles 3,000 (5) less than 1%
Executive officers and
directors as a group
(five persons) 678,666 (7) 6.1%
(1) Unless otherwise indicated below, all shares are owned beneficially
and of record.
(2) Based on Amendment No. 5 to the Schedule 13G filed by Smith Barney
Mutual Funds Management Inc. ("MFM"), Smith Barney Holdings Inc. ("SB
Holdings"), and Travelers Group Inc. ("TGI"), MFM has shared voting power
and dispositive power with respect 552,501 shares of Common Stock. SB
Holdings is the sole stockholder of MFM, and TGI is the sole stockholder
of SB Holdings.
(3) Based on Amendment No. 5 to the Schedule 13G filed by Smith Barney
Mutual Funds Management Inc. ("MFM"), Smith Barney Holdings Inc. ("SB
Holdings"), and Travelers Group Inc. ("TGI"), SB Holdings and TGI each
have shared voting power and dispositive power with respect 990,442
shares of Common Stock. SB Holdings is the sole stockholder of MFM, and
TGI is the sole stockholder of SB Holdings.
(4) Includes 310,000 shares of Common Stock underlying currently
exercisable stock options and warrants.
(5) Consists of currently exercisable non-incentive stock options
and/or warrants.
(6) Includes 10,000 shares of Common Stock underlying currently
exercisable stock options.
(7) Includes the 604,666 shares underlying stock options and/or warrants.
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding
compensation paid by the Company during each of the Company's last three
years to the Company's Chief Executive Officer and to the executive
officers of the Company (other than the Chief Executive Officer) who
received salary and bonus payments in excess of $100,000 in 1996.
<TABLE>
EXECUTIVE COMPENSATION
<CAPTION>
Long Term Compensation
.................................
Annual Compensation Awards Payouts
............................. ....................... .......
Other Securities All
Annual Restricted Underlying Other
Name and Compen- Stock Options/ LTIP Compen-
Principal Salary Bonus sation Award(s) SARs Payout sation
Position Year $ $ $ $ # $ $
.......................... .... ......... ........ ....... .......... .......... ...... ........
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. Donald Hill <F1> 1996 $195,314 $223,892 0 0 310,000 <F3> 0 0
President, 1995 $150,000 $114,000 $6,000 0 0 0 0
Excel Technology, Inc. 1994 $150,000 $107,422 $6,000 0 0 0 0
Antoine Dominic <F2> 1996 $161,533 $223,892 0 0 235,000 <F3> 0 0
Chief Financial Officer, 1995 $ 91,000 $105,000 0 0 100,000 <F3> 0 0
Excel Technology, Inc.
<FN>
<F1> Mr. Hill was appointed CEO and Chairman of the Company effective January 15, 1996.
<F2> Mr. Dominic was named Chief Financial Officer of the Company in March 1995.
<F3> Represents options and/or warrants to acquire shares of Common Stock.
</FN>
</TABLE>
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Company is engaged in a highly competitive industry and must
attain high levels of quality and safety in the design, production and
servicing of its products. In order to succeed, the Board of Directors
of the Company believes that it must be able to attract and retain
qualified experienced executives. To achieve this goal, the Company has
offered competitive executive compensation to attract and retain key
executives in growth companies in related industries. Executive
compensation has also been structured to align management's interest with
the success of the Company by making a portion of compensation dependent
on the success of the Company. In this connection, the Board has
approved a bonus plan for its executive officers, subject to minimum
profitability as a percentage of sales, to be paid quarterly.
During 1996, the entire Board of Directors held primary
responsibility for determining executive compensation levels. The Board
as a whole has maintained a philosophy that compensation of executive
officers, specifically including that of the Chief Executive Officer and
Chief Financial Officer, should be directly linked to operating
achievements and to a lesser extent stock performance.
In addition, the Company has utilized stock options to link
executive compensation to stock performance. Executive officers, namely
the Chief Executive Officer and Chief Financial Officer, have been
granted stock options so that they will benefit financially from the long
term success of the Company and increases in the price of the Common
Stock.
J. Donald Hill, Chairman
Antoine Dominic
Steven Georgiev
Howard S. Breslow
Jan A. Melles
OPTION GRANTS DURING 1996
The following table provides information related to options
granted to the named executive officers during the year ended December
31, 1996:
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term <F1>
.................................................... .........................
% of Total
Options/SARs
Granted to Exercise, or
Option/SARs Employees Base Price Expiration
Name Granted <F2> in Fiscal Year $/Share <F3> Date 5% 10%
................ ............ ............... ............... ................ ........ ..........
<S> <C> <C> <C> <C> <C> <C>
J. Donald Hill 310,000 43.1% $7.000-$10.125 January 26, 2001 $608,165 $1,343,885
Antoine Dominic 235,000 33.8% $7.000-$10.125 January 26, 2001 $463,117 $1,023,367
<FN>
<F1> The potential realizable value portion of the foregoing table illustrates value that might be received upon
exercise of the options immediately prior to the expiration of their term, assuming the specified compounded rates
of appreciation on the Common Stock over the term of the options.
<F2> Options to acquire shares of Common Stock.
<F3> The exercise price equaled the fair market value of the Common Stock on the date of grant.
</FN>
</TABLE>
OPTION EXERCISES DURING 1996
AND YEAR END OPTION VALUES
The following table provides information related to options exercised by
the executive officers during 1996 and the number and value of options
held at year end. The Company does not have any outstanding stock
appreciation rights.
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money
Option/SARs Options/SARs
at Fiscal Year End at Fiscal Year End ($)<F1>
........................... ..........................
Shares Acquired Value Realized
Names on Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
............... ............... .............. ............ .............. ............ ..............
<S> <C> <C> <C> <C> <C> <C>
J. Donald Hill 0 0 235,000 300,000 $837,500 $337,500
Antoine Dominic 0 0 43,333 291,667 4137,500 4528,125
<FN>
<F1> The closing price for the Common Stock as reported on the NASDAQ National Market System on December 31, 1996
was $8.125. Value is calculated on the basis of the difference between the option exercise price and $8.125
multiplied by the number of shares of Common Stock underlying the option if the closing price is greater than the
option exercise price.
</FN>
</TABLE>
EMPLOYMENT AND RELATED AGREEMENTS
In January 1996, the Company and J. Donald Hill entered into a three-
year employment agreement. Under the agreement, Mr. Hill receives a base
salary of $200,000 per annum, subject to annual review, and is eligible
to receive bonus compensation in accordance with corporate bonus plans
adopted by the Board from time to time. Pursuant to the agreement, Mr.
Hill was granted a five-year incentive stock option to purchase 300,000
shares of Common Stock at $7.00 per share, which option vests to the
extent of one-third thereof on the first anniversary date of the
agreement, two-thirds thereof on the second anniversary date, and 100%
thereof on the third anniversary date. The agreement provides that in
the event the Company terminates Mr. Hill's employment without cause, he
is entitled to receive his base salary for a period of one year from
termination.
In January 1996, the Company and Antoine Dominic entered into a
three-year employment agreement. Under the agreement, Mr. Dominic
receives a base salary of $165,000 per annum, subject to annual review,
and is eligible to receive bonus compensation in accordance with
corporate bonus plans adopted by the Board from time to time. Pursuant
to the agreement, Mr. Dominic was granted a five-year incentive stock
option to purchase 225,000 shares of Common Stock at $7.00 per share,
which option vests to the extent of one-third thereof on the first
anniversary date of the agreement, two-thirds thereof on the second
anniversary date, and 100% thereof on the third anniversary date. The
agreement provides that in the event the Company terminates Mr. Dominic's
employment without cause, he is entitled to receive his base salary for a
period of one year from termination.
STOCK PERFORMANCE GRAPH
The following chart compares the yearly percentage change in the
cumulative total stockholder return on the Common Stock during the period
from the initial public offering of the Common Stock (May 13, 1991)
through the end of 1996, with the cumulative total return on the NASDAQ
Composite Index and the Company Peer Group. The Company Peer Group
represents 16 companies in the laser technology field, all of which are
listed on NASDAQ.
Description 1991 1992 1993 1994 1995 1996
..................... ....... ....... ....... ....... ....... .......
Excel Technology, Inc $100.00 $ 79.31 $155.17 $131.03 $182.76 $224.14
S & P 500 $100.00 $107.62 $118.46 $120.03 $165.13 $203.05
Peer Group Only $100.00 $92.18 $76.65 $81.44 $133.47 $83.47
(Assumes initial investment of $100 and reinvestment of dividends.)
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has selected the accounting firm of KPMG
Peat Marwick LLP ("KPMG") to serve as independent auditors of the Company
for the year ending December 31, 1997 and proposes the ratification of
such decision. A representative of KPMG is expected to be present at the
meeting to make a statement if he wishes to do so and to respond to
appropriate stockholder questions.
The Board of Directors recommends a vote FOR ratification of the
selection of KPMG as the independent auditors for the Company for the
year ending December 31, 1997.
CERTAIN TRANSACTIONS
Howard S. Breslow, a director of the Company is a partner in
Breslow & Walker, LLP, the Company's legal counsel. In 1996, the Company
paid Breslow & Walker, LLP, $212,000 for legal services.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more
than 10% of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership with the Securities
Exchange Commission ("SEC") and the Nasdaq National Market. Officers,
directors and greater than 10% beneficial owners are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on review of the copies of such forms furnished to the
Company, the Company believes that during the year ended December 31,
1996 its officers, directors and greater than 10% beneficial owners
complied with all applicable Section 16(a) filing requirements, with the
exception of Mr. Melles, whose From 3 with respect to his appointment to
the Board of Directors was filed late.
STOCKHOLDER PROPOSALS
Stockholders who wish to present proposals for action at the 1998
Annual Meeting of Stockholders should submit their proposals in writing
to the Secretary of the Company at the address of the Company set forth
on the first page of this Proxy Statement. Proposals must be received by
the Secretary no later than January 2, 1998 for inclusion in next year's
proxy statement and proxy card.
ANNUAL REPORT TO STOCKHOLDERS
The Annual Report to stockholders of the Company for the year ended
December 31, 1996, including audited consolidated financial statements,
has been mailed to the stockholders concurrently herewith, but such
report is not incorporated in this Proxy Statement and is not deemed to
be a part of the proxy solicitation material.
OTHER MATTERS
The Board of Directors of the Company does not know of any other
matters that are to be presented for action at the Meeting. Should any
other matters come before the Meeting or any adjournments thereof, the
persons named in the enclosed proxy will have the discretionary authority
to vote all proxies received with respect to such matters in accordance
with their judgements.
A copy of the Company's Annual Report on Form 10-K, as filed with
the Securities and Exchange Commission (exclusive of exhibits), will be
furnished without charge to any stockholder upon written request to
Antoine Dominic, Secretary, 45 Adams Ave., Hauppauge, New York, 11788.
By Order of the Board of Directors
/s/ Antoine Dominic
..................................
Antoine Dominic, Secretary
Hauppauge, New York
April 30, 1997
STOCKHOLDERS ARE URGED TO SPECIFY THEIR CHOICES, DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. PROMPT RESPONSE IS
HELPFUL AND YOUR COOPERATION WILL BE APPRECIATED.
Appendix
........
[FORM OF PROXY CARD]
EXCEL TECHNOLOGY, INC.
45 Adams Ave.
Hauppauge, NY 11788
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, acknowledging receipt of the proxy statement dated
April 30, 1997 of Excel Technology, Inc., hereby constitutes and appoints
J. Donald Hill and Antoine Dominic and each or any of them, attorney,
agent and proxy of the undersigned, with full power of substitution to
each of them, for and in the name, place and stead of the undersigned on
the books of said corporation on May 27, 1997 at the Annual Meeting of
the Stockholders of Excel Technology, Inc. to be held at the offices of
Excel Technology, Inc., 780 Third Ave., New York, New York 10017 on July
11, 1997, at 10:00 A.M. EST, and any adjournments thereof.
When properly executed, this proxy will be voted as designated by
the undersigned. If no choice is specified, the proxy will be voted FOR
the following proposals, which are set forth in the Proxy Statement.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
J. Donald Hill,
Antoine Dominic,
Steven Georgiev,
Howard S. Breslow,
Jan A. Melles
(INSTRUCTION: to withhold authority to vote for any individual nominee,
write in nominee's name on the line below.)
______________________________
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK, LLP AS
INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. FOR SUCH OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING
AND ANY ADJOURNMENTS THEREOF
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Dated: ______________________________________
______________________________________
Signature
______________________________________
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE
