EXCEL TECHNOLOGY, INC.
41 Research Way
E. Setauket, NY 11733
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 31, 2000
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 May
31, 2000, 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 LLP to
serve as independent auditors for the year ending December 31, 2000; 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 April 3,
2000 as the record date for the determination of stockholders entitled to
notice of, and to vote at, the 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 the meeting.
By Order of the Board of Directors
/s/ Antoine Dominic
..................................
Antoine Dominic,
Secretary
April 7, 2000
IT IS IMPORTANT THAT THE ENCLOSED PROXY FORM BE COMPLETED
AND RETURNED PROMPTLY.
EXCEL TECHNOLOGY, INC.
41 Research Way
E. Setauket, NY 11733
.......................................................
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD May 31, 2000
.......................................................
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 May 31, 2000,
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
and FOR the ratification of the appointment of KPMG LLP as the Company's
independent auditors for the year ending December 31, 2000.
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 the Company's 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 April 7, 2000.
Only stockholders of record at the close of business on April 3,
2000 (the "Record Date") will be entitled to notice of, and to vote at,
the Meeting. At the close of business on March 2, 2000, the Company had
issued and outstanding 11,350,071 shares of Common Stock. Each share of
Common Stock entitles the holder thereof to one vote. The holders of a
majority of the shares of Common Stock outstanding on the Record Date and
entitled to vote at the Meeting, present in person or by proxy, will
constitute a quorum for the transaction of business 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 shall be tabulated separately. Abstentions shall not
be counted as votes cast for purposes of determining whether a proposal
has been approved. As a result, they will have the same effect as a vote
against a proposal. Broker non-votes, if any, will be treated as not
present or represented for purposes of determining whether stockholder
approval of the matter has been obtained. Other than the election of
directors, which requires a plurality of the votes entitled to be cast by
holders of shares represented in person or by proxy at the Meeting, each
matter submitted to the stockholders requires the affirmative vote of a
majority of the votes entitled to be cast by holders of shares
represented in person or by proxy at the Meeting.
NOMINATION AND ELECTION OF DIRECTORS
Six 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 six nominees
named below. If any nominees should refuse or be unable to serve, the
shares represented by the proxies will be voted for any nominee as shall
be designated by the Board of Directors to replace any such nominee. The
Board of Directors believes that all of the nominees named herein are
able and willing to serve as a director if elected.
The Board of Directors recommends that the stockholders vote FOR the
election of all nominees to the Board of Directors listed below.
Nominee Age
................. ...
J. Donald Hill 67
Antoine Dominic 38
Steven Georgiev 66
Howard S. Breslow 60
Jan A. Melles 59
Joseph J. Ortego 46
The following information is submitted concerning the nominees named
for election as directors based upon information received by the Company
from such persons.
Mr. Hill became Chairman, Chief Executive Officer and a director of
the Company in January 1996. In addition, he was President of the
Company from August 1994 until February 1998. 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, 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. Dominic was named President and Chief Operating Officer of the
Company in February 1998 and 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 since January 1996. From
June 1992 to January 1995, Mr. Dominic was Executive Vice President,
Chief Financial Officer and Director of CompuDyne Corporation, a
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. He currently serves on the boards of three other publicly trading
companies, namely the American Materials and Technologies, Corp.,
DynaGen, Inc. and Senetek, PLC. From 1993 to 1997, he served as Chairman
and CEO 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 30 years
and is a partner of the law firm of Breslow & 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. From 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 Dynasil Corporation, a public company which is primarily
engaged in the business of fiber optics. Mr. Melles also serves as a
director of Gooch and Housego, PLC, a publicly held company that is a
supplier to the Company.
Mr. Ortego has been a director of the Company since June 1999. Mr.
Ortego has been a practicing attorney in New York for more than 20 years.
Since 1998, he has been a member of the law firm of Nixon Peabody, LLP.
From 1983 to 1998, he was a partner with the law firm of Rivkin, Radler &
Kremer. From 1979 to 1983, Mr. Ortego served as Assistant District
Attorney for New York County (Manhattan).
Director Compensation
.....................
The Company compensates non-employee directors for their services in
such capacity at the rate of $500 per Board of Directors' meeting
attended. In addition, members of the Board of Directors received a
grant of non-incentive options to purchase 10,000 shares of Common Stock
on the date of the Company's 1999 Annual Stockholder's Meeting, at an
exercise price equal to the fair market value on such date.
Board Meetings and Certain Committees
.....................................
The Board of Directors held five meetings during the year ended
December 31, 1999. Each director attended at least four of the meetings,
except Jan Melles who attended three. The Company's audit committee,
comprised of Messrs. Steven Georgiev and Howard Breslow, held one meeting
during the year ended December 31, 1999. The Audit Committee reviews the
adequacy of the Company's internal controls and meets periodically with
management and the independent auditors. The Company has no standing
nominating or compensation committee. Management compensation is
determined by the non-employee directors of the Company.
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's first meeting following the Annual Meeting of Stockholders. All of
the Company's executive officers, as well as six significant employees of
the Company's subsidiaries, are listed in the following table, and
certain information concerning such significant employees follows the
table.
Name Age Position
...................... ... ......................................
J. Donald Hill 67 Chief Executive Officer of the Company
Antoine Dominic 38 President, Chief Operating Officer,
Secretary of the Company; President,
Quantronix Corporation
William B. McIntyre 63 President, The Optical Corporation
Angelo Chiodo 54 President, Control Laser Corporation
Francis Dominic 41 President, Photo Research, Inc.
Dave Clarke 37 President, Synrad, Inc.
Redmond P. Aylward 48 President, Cambridge Technology, Inc.
Reinhard Baumert 55 President, Excel Technology Europe GmbH
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. Chiodo has been President of Control Laser Corporation ("Control
Laser"), a subsidiary of the Company, since September 1997. He joined
Control Laser in 1983 as Engineering Manager and was made Director of
Engineering in 1986. Previously, Mr. Chiodo was head of Development
Engineering for TRW Electronics. Prior to that, he was head of
Development Engineering for General Dynamics. Mr. Chiodo holds a B.S.
degree in Engineering.
Mr. Francis Dominic has been President of Photo Research, Inc.
("Photo Research"), a subsidiary of the Company, since November 1996.
From 1988 to 1996, he was Vice President and General Manager of Seth-Cole
a manufacturer of reprographics and graphic arts media. He holds a B.S.
degree in Engineering and an M.B.A.. Mr. Francis Dominic is the brother
of Mr. Antoine Dominic.
Mr. Clarke has been President of Synrad, Inc. ("Synrad"), a
subsidiary of the Company, since September 30, 1998. Mr. Clarke joined
Synrad in 1994 as International Sales Manager. In 1995, he became Vice
President of Marketing and then President of Emerald Laser, Synrad's then
research and development division. Previously, Mr. Clarke worked for
Optilas Ltd., a European distributor of laser technology, for eight
years in various positions including General Manager. Mr. Clarke holds a
B.S. degree in Applied Physics.
Mr. Aylward has been President of Cambridge Technology, Inc.
("Cambridge"), a subsidiary of the Company since February 1999. He
joined Cambridge as Director of Sales & Marketing in 1994, and was
promoted to Vice President of Sales & Marketing in 1997. Prior to
Cambridge, he worked for GenRad, Inc., where he held positions in Product
Line Management, Marketing Management, Engineering Management and Design
Engineering for over 18 years. Mr. Aylward holds B.S. and M.S. degrees
in Electrical Engineering from Northeastern University.
Dr. Baumert has been President of Excel Technology Europe GmbH
("Excel Europe"), a subsidiary of the Company since November 1990. From
1982 to 1985, he developed commercial laser and laser applications at
Battelle Institute / Frankfurt. In 1985, he joined Spectra Physics as
Export Sales Manager for Europe, Africa, and the Middle East. Dr.
Baumert holds a Ph.D. in physics.
BENEFICIAL OWNERSHIP OF THE COMPANY'S SECURITIES
The following table sets forth, as of April 7, 2000, 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 nominee, each Named
Executive Officer, and all directors and executive officers as a group.
Name Number
(and Address of 5% Holders) Owned (1) Percentage of Class
............................ .......... ...................
Citigroup, Inc. 2,527,872 (2) 22.3%
153 East 53rd Street
New York, NY 10043
Wellington Management Company, LLP 724,000 (3) 6.4%
75 State Street
Boston, MA 02109
J. Donald Hill 445,000 (4) 3.8%
Antoine Dominic 154,947 (5) 1.4%
Steven Georgiev 10,000 (6) less than 1%
Howard S. Breslow 72,000 (7) less than 1%
Jan A. Melles 33,000 (6) less than 1%
Joseph J. Ortego 10,000 (6) less than 1%
Executive officers and directors
as a group (six persons) 724,947 (8) 6.1%
(1) Unless otherwise indicated below, all shares are owned beneficially
and of record.
(2) Information with respect to Citigroup, Inc. ("Citigroup") and
related parties is based on the Schedule 13G, dated February 1, 2000,
filed by those parties. Of the total shares reported, Citigroup has
shared voting and dispositive power with respect to 2,527,872 shares,
Salomon Smith Barney Holdings, Inc. ("SSB Holdings") has shared voting
and dispositive power with respect to 2,481,092 shares, SSB Citi Fund
Management, LLC ("SSB Citi Fund") has shared voting and dispositive power
with respect to 690,100 shares, Salomon Brothers Holding Company, Inc.
("SBHC") has shared voting and dispositive power with respect to
1,790,992 shares, and Salomon Smith Barney, Inc. ("SSB") has shared
voting and dispositive power with respect to 1,740,992 shares. SBHC is
the sole stockholder of SSB, SSB Holdings is the sole stockholder of SBHC
and SSB Citi Fund, and Citigroup is the sole stockholder of SSB Holdings.
(3) Based on the Schedule 13G filed by Wellington Management Company,
LLP ("WMC"), WMC has shared voting power with respect to 474,000 shares
of Common Stock and shared dispositive power with respect to 724,000
shares of Common Stock. Wellington Trust Company, NA, a bank, is a
wholly-owned subsidiary of WMC.
(4) Includes 290,000 shares of Common Stock underlying currently
exercisable stock options.
(5) Includes 111,447 shares of Common Stock underlying currently
exercisable stock options.
(6) Consists of currently exercisable non-incentive stock options.
(7) Includes 40,000 shares of Common Stock underlying currently
exercisable non-incentive stock options.
(8) Includes the 494,447 shares of Common Stock underlying currently
exercisable stock options.
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 $100,000 in 1999
(collectively, the "Named Executive Officers").
<TABLE>
<CAPTION>
<FN> Long TermCompensation
.................................
Annual Compensation Awards Payouts
.............................. ...................... ........
Other Securities All
Annual Restricted Underlying Other
Name and Compen- Stock Options/ LTIP Compen-
Principal Salary Bonus sation Award(s) SARs Payout sation
Position Year ($) ($) ($) ($) (#) ($) ($)
.......................... .... ......... ........ ....... .......... ............ ........ ........
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. Donald Hill <F1> 1999 $264,035 $586,000 0 0 10,000 <F4> 0 0
Chief Executive Officer, 1998 $254,932 $521,000 0 0 180,000 <F3> 0 0
Excel Technology, Inc. 1997 $223,000 $469,000 0 0 110,000 <F4> 0 0
.........................
Antoine Dominic <F2> 1999 $238,786 $583,0000 0 0 10,000 <F4> 0 0
President, Chief Operating 1998 $229,805 $521,000 0 0 155,555 <F5> 0 0
Officer, Excel Technology, 1997 $193,000 $469,000 0 0 85,000 <F4> 0 0
Inc.
<F1> Mr. Hill was appointed CEO and Chairman of the Company effective January 15, 1996.
<F2> Mr. Dominic was appointed President and Chief Operating Officer effective February 17, 1998.
<F3> Represents options to acquire shares of Common Stock. 130,000 of these options were previously issued and
were repriced on October 19, 1998.
<F4> Represents options to acquire shares of Common Stock.
<F5> Represents options to acquire shares of Common Stock. 105,000 of these
options were previously issued and were repriced on October 19, 1998.
</FN>
</TABLE>
<TABLE>
<FN>
<CAPTION>
OPTION GRANTS DURING 1999
The following table provides information related to options granted to the Named Executive Officers
during the year ended December 31, 1999:
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term <F1>
.................................................................... .......................
Number of % of Total
Shares Options/SARs
Underlying 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 10,000 13.3% $13.06 June 21,2009 $ 212,734 $ 338,743
Antoine Dominic 10,000 13.3% $13.06 June 21,2009 $ 212,734 $ 338,743
<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 1999
AND YEAR END OPTION VALUES
The following table provides information related to options exercised by
the Named Executive Officers during 1999 and the number and value of options
held at year-end. The Company does not have any outstanding stock
appreciation rights.
<TABLE>
<FN>
<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 58,653 $320,877 290,000 100,000 $3,111,390 $1,093,800
Antoine Dominic 110,553 $773,000 111,447 85,000 $1,158,377 $929,730
<F1> The closing price for the Common Stock as reported on the NASDAQ National Market System on December 31, 1999
was $17.938. Value is calculated on the basis of the difference between the option exercise price and $17.938
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 which automatically renews for additional
one year periods unless employment is terminated as provided in the
agreement. Effective July 5, 1999, Mr. Hill receives a base salary of
$287,500 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. 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 two years from termination.
In January 1996, the Company and Antoine Dominic entered into a
three-year employment agreement which automatically renews for additional
one year periods unless employment is terminated as provided in the
agreement. Effective July 5, 1999, Mr. Dominic receives a base salary of
$261,250 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. 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 two years from
termination.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Compensation decisions are made by the non-employee directors of the
Company. There were no interlocks or insider (employee) participation
during 1999.
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
Compensation Guidelines
.......................
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. To succeed, the Company believes that it must
offer executive compensation that reflects competitive pay practices of
other companies and job responsibility, and enables the Company to
attract, retain, and reward qualified, experienced executives. The
Company also believes that any competitive pay package should be
structured, in part, to align management's interests with the success of
the Company by making a portion of compensation dependent on operating
achievements and, to a lesser extent, on stock performance. The non-
employee members of the Board of Directors have determined that these
objectives are best met by offering the Company's two executive officers
competitive base salaries, quarterly bonuses which are payable based on a
percentage of pre-tax profits if minimum pre-tax profit margins are
achieved and stock options that vest over time.
Chief Executive Officer Compensation
....................................
Based on the criteria described above and the factors set forth
below, the non-employee members of the Board of Directors approved an
increase in Mr. Hill's annual base salary from $262,500 to $287,500. In
doing so, the outside directors took into account the increases in the
Company's revenues, per share earnings, and operating cash flows, and the
successful completion of the Synrad acquisition. In addition, Mr. Hill's
bonus, which is payable based on a percentage of pre-tax profits if
minimum pre-tax profit margins are achieved, increased from $521,000 to
$586,000 as a result of increases in the Company's pre-tax earnings.
J. Donald Hill, Chairman
Antoine Dominic
Steven Georgiev
Howard S. Breslow
Jan A. Melles
Joseph J. Ortego
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 1994 through the end of 1999, with the cumulative total return on
the S&P 500 and the Company Peer Group. The Company Peer Group
represents 9 companies in the laser technology field, all of which are
listed on NASDAQ.
STOCK PERFORMANCE GRAPH
(Assumes Initial Investment of $100 & Reinvestment of Dividends)
Description 1994 1995 1996 1997 1998 1999
..................... ...... ...... ...... ...... ...... ......
Excel Technology, Inc. 100 139.47 171.05 234.21 215.79 377.64
S & P 500 100 137.58 169.17 225.60 290.08 351.12
Peer Group 100 169.71 102.72 98.28 85.42 166.43
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has selected the accounting firm of KPMG LLP
("KPMG") to serve as independent auditors of the Company for the year
ending December 31, 2000 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, 2000.
CERTAIN TRANSACTIONS
Howard S. Breslow, a director of the Company, is a partner in
Breslow & Walker, LLP, the Company's legal counsel. In 1999, the Company
paid Breslow & Walker, LLP $16,000 for legal services.
Joseph J. Ortego, a director of the Company, is a member of the law
firm of Nixon Peabody, LLP. During 1999, Nixon Peabody, LLP has provided
legal services to the Company and is expected to continue providing
certain legal services to the Company. In 1999, the Company paid Nixon
Peabody, LLP $65,000 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 executive officers and directors, and persons who
own more than 10% of the Common Stock (collectively, the "Reporting
Persons"), to file reports of ownership and changes in ownership with the
Securities Exchange Commission ("SEC") and the NASDAQ National Market,
System and to furnish a copy of such reports to the Company. Based
solely on review of the copies of such forms furnished to the Company,
the Company believes that during the year ended December 31, 1999, the
Reporting Persons complied with all applicable Section 16(a) filing
requirements.
STOCKHOLDER PROPOSALS
Stockholders proposals for action at the 2001 Annual Meeting of
Stockholders must be submitted in writing to the Secretary of the Company
at the address of the Company set forth on the first page of this Proxy
Statement, and must be received by the Secretary no later than December
27, 2000 in order that they may be considered for inclusion in next
year's proxy statement and proxy card. Stockholders who intend to present
a proposal at the Company's 2001 Annual Meeting of Stockholders without
inclusion of such proposal in the Company's proxy materials are required
to provide notice of such proposal to the Company no later than March 12,
2001. The Company reserves the right to reject, rule out of order, or
take other appropriate action with respect to any proposal that does not
comply with these and other applicable requirements.
ANNUAL REPORT TO STOCKHOLDERS
The Annual Report to stockholders of the Company for the year ended
December 31, 1999, including audited consolidated financial statements,
has been mailed to the stockholders concurrently herewith. 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 judgments.
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, 41 Research Way, E. Setauket, New York,
11733.
By Order of the Board of Directors
/s/ Antoine Dominic
.....................................
Antoine Dominic, Secretary
E. Setauket, New York
April 7, 2000
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 IS APPRECIATED.
Appendix A
[FORM OF PROXY CARD]
EXCEL TECHNOLOGY, INC.
41 Research Way
E. Setauket NY 11733
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, acknowledging receipt of the proxy statement dated
April 7, 2000 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, to
appear and vote all the shares of stock of Excel Technology, Inc.
standing in the name of the undersigned on the books of said corporation
on April 3, 2000 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 May 31, 2000, 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,
Joseph J. Ortego
(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 LLP AS INDEPENDENT
AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2000.
[ ] 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.
Signature............ Signature if held jointly............ Dated.....
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE
