SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Laser Power Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
common stock, par value $.001 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
51806K 10 4
- --------------------------------------------------------------------------------
(CUSIP Number)
Richard C. Laird
Executive Vice President
Union Miniere Inc.
13135 West Second Place, No. 3521
Lakewood, CO 80228
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 29, 1999 to October 1, 1999
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 1 of 24 Pages)
<PAGE>
SCHEDULE 13D
- ----------------------------- -------------------------------
CUSIP No. 51806K 10 4 Page 2 of 24 Pages
- ----------------------------- -------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
n.v. Union Miniere s.a.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,276,713
EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,276,713
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,276,713
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ----------------------------- -------------------------------
CUSIP No. 51806K 10 4 Page 3 of 24 Pages
- ----------------------------- -------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Union Miniere Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,276,713
EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,276,713
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,276,713
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ----------------------------- -------------------------------
CUSIP No. 51806K 10 4 Page 4 of 24 Pages
- ----------------------------- -------------------------------
Item 1 Security and Issuer
This statement relates to the common stock, par value $0.001
per share, of Laser Power Corporation, a Delaware corporation. The address of
the principal executive offices of Laser Power is 12777 High Bluff Drive, San
Diego, California, 92130.
Item 2 Identity and Background
(a) This statement is filed jointly by each of the following persons
pursuant to Rule 13d-1(a) promulgated by the Securities and Exchange Commission
(the "SEC") under Section 13(d) of the Securities Exchange Act of 1934, as
amended (the "Act"): (i) Union Miniere Inc., a Delaware corporation, by virtue
of its direct beneficial ownership of Laser Power's common stock and (ii) n.v.
Union Miniere s.a., a Belgian corporation, which owns approximately 82% of the
stock of Union Miniere Inc. The remaining stock of Union Miniere Inc. is held by
n.v. Sogem s.a., a Belgian corporation, virtually all of the outstanding shares
of which are held by n.v. Union Miniere s.a. Union Miniere Inc. and n.v. Union
Miniere s.a. are sometimes referred to herein individually as a "Reporting
Person" and collectively as the "Reporting Persons."
Information with respect to each of the Reporting Persons is
given solely by such Reporting Person, and neither Reporting Person assumes
responsibility for the accuracy or completeness of information by the other
Reporting Person.
The Reporting Persons may be deemed to constitute a "group"
for purposes of Section 13(d)(3) of the Act. The Reporting Persons expressly
disclaim that they have agreed to act as a group other than as described in this
statement.
Certain information required by this Item 2 concerning the
directors, executive officers and controlling persons of the Reporting Persons
is set forth on Schedule A attached hereto, which is incorporated herein by
reference.
(b) The address of the principal business and principal office
of Union Miniere Inc. is 3120 Highwoods Boulevard, Suite 110, Raleigh, NC 27604.
The address of the principal business and principal office of n.v. Union Miniere
s.a. is Rue du Marais, Broekstraat 31, B-1000 Brussels, Belgium.
(c) The principal business of Union Miniere Inc. is
manufacturing, purchasing and marketing a wide range of metals, minerals and
related products. The principal business of n.v. Union Miniere s.a. is
extracting, refining, marketing and recycling a wide range of metals, minerals
and related products.
(d) During the past five years, neither of the Reporting
Persons nor, to the best knowledge of such persons, any of the persons named in
Schedule A to this statement, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
<PAGE>
- ----------------------------- -------------------------------
CUSIP No. 51806K 10 4 Page 5 of 24 Pages
- ----------------------------- -------------------------------
(e) During the past five years, neither of the Reporting
Persons nor, to the best knowledge of such persons, any of the persons named in
Schedule A to this statement, was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3 Source and Amount of Funds or Other Consideration
On September 29, 1999, Union Miniere Inc. purchased 200,000
shares of common stock of Laser Power on the open market for an aggregate
purchase price of $562,500, including brokerage commissions. On September 30,
1999, Union Miniere Inc. purchased an additional 130,000 shares of Laser Power's
common stock on the open market for an aggregate purchase price of $390,000,
including brokerage commissions. On October 1, 1999, Union Miniere Inc.
purchased an additional 32,000 shares of Laser Power's common stock on the open
market for an aggregate purchase price of $96,500, including brokerage
commissions. The source of funds used to pay for these shares was Union Miniere
Inc.'s working capital.
Item 4 Purpose of Transaction
As discussed in Item 3, Union Miniere Inc. purchased an
aggregate of 362,000 shares of Laser Power's common stock on September 29, 1999,
September 30, 1999 and October 1, 1999.
In February 1999, Union Miniere Inc. and Laser Power discussed
a possible negotiated transaction between the parties. In connection with these
negotiations, Union Miniere Inc. executed a letter agreement, dated February 25,
1999 (the "Confidentiality Agreement"), in which Union Miniere Inc. agreed not
to use or disclose certain confidential information of Laser Power provided to
Union Miniere Inc. in connection with such discussions. As part of the
Confidentiality Agreement, Union Miniere Inc. agreed that, except in certain
circumstances described below, it will not
o make or participate in (i) any acquisition of beneficial
ownership of any securities of Laser Power (except in certain
circumstances) if, after such acquisition, Union Miniere Inc.
would own 15% or more of Laser Power's outstanding voting
stock, (ii) any acquisition of any assets of Laser Power,
(iii) any tender offer, merger, or similar transaction
involving Laser Power or any of its subsidiaries or other
affiliates, or (iv) any "solicitation" of "proxies" with
respect to any securities of Laser Power;
o form, join or participate in a "group" (as defined in the
Securities Exchange Act of 1934) with respect to the
beneficial ownership of any securities of Laser Power;
o act to seek to control or influence the management, board of
directors or policies of Laser Power;
<PAGE>
- ----------------------------- -------------------------------
CUSIP No. 51806K 10 4 Page 6 of 24 Pages
- ----------------------------- -------------------------------
o take any action that might require Laser Power to make a
public announcement regarding any merger, asset acquisition,
tender offer, or similar transaction;
o agree or offer to take, or encourage or propose the taking of,
any of the foregoing actions;
o assist, induce or encourage any other person to take any of
the foregoing actions; or
o enter into any discussions, negotiations, arrangement or
agreement with any other person relating to any of the
foregoing.
Union Miniere Inc. may pursue any of the foregoing transactions (1) if the
transaction is approved by a majority of the disinterested members of Laser
Power's Board of Directors or (2) while any person or entity other than Union
Miniere Inc. is pursuing any of the foregoing transactions and such person's or
entity's pursuit of such a transaction has been publicly disclosed.
In July 1999, Union Miniere Inc. submitted a proposal to Laser
Power to acquire a substantial majority of the assets of Laser Power, which
Laser Power rejected. Union Miniere Inc. is still considering what course of
action it will pursue, if any, in response to Laser Power's rejection of its
proposal. Union Miniere's purpose in purchasing the shares on September 29 and
30 and October 1 was to maintain a significant equity position in Laser Power
while it considers its options.
Union Miniere Inc. holds a warrant, exercisable at $3.00 per
share, to purchase up to 50,000 shares of Laser Power's common stock, and a
second warrant, exercisable at $4.50 per share, to purchase up to 20,000 shares
of Laser Power's common stock. Union Miniere Inc. also holds debentures that are
convertible, at a price of $4.625 per share, into 358,918 shares of Laser
Power's common stock.
Depending on market conditions and other factors, including
its evaluation of Laser Power's businesses and prospects, availability of funds,
alternative uses of funds and general economic conditions, Union Miniere Inc.
may from time to time acquire shares in the open market or in privately
negotiated transactions, exercise its warrants, convert its debentures, hold any
shares so acquired, dispose of all or a portion of its investment in Laser Power
in the open market or in privately negotiated transactions, or consider engaging
in one or more of the transactions addressed by the Confidentiality Agreement.
Although the Reporting Persons are still considering what
course of action they will pursue, they have not ruled out the possibility that
they will take actions which relate to or would result in one or more of the
following:
(a) the acquisition by any person of additional securities of
Laser Power, or the disposition of securities of Laser Power;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Laser Power or any of its subsidiaries;
<PAGE>
- ----------------------------- -------------------------------
CUSIP No. 51806K 10 4 Page 7 of 24 Pages
- ----------------------------- -------------------------------
(c) a sale or transfer of a material amount of assets of Laser
Power or any of its subsidiaries;
(d) a change in the present board of directors or management
of Laser Power;
(e) a material change in the present capitalization or
dividend policy of Laser Power;
(f) another material change in Laser Power's business or
corporate structure;
(g) changes in Laser Power's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of Laser Power by any person;
(h) causing a class of securities of Laser Power to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of Laser Power becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) an action similar to any of those enumerated above.
Richard C. Laird, a director and Executive Vice President of
Union Miniere Inc., is a former director of Laser Power. As a result, Mr. Laird
may be aware of plans or proposals of other persons or entities which relate to
or may result in a change, event or transaction similar to the foregoing to the
extent that he participated in relevant deliberations of Laser Power's board of
directors. Mr. Laird resigned from Laser Power's board of directors on October
5, 1999.
Item 5 Interest in Securities of Laser Power
(a) Union Miniere Inc. is the beneficial owner of 1,276,713
shares of Laser Power's common stock, including 70,000 shares issuable to Union
Miniere Inc. upon the exercise of warrants it holds, and 358,918 shares issuable
upon the conversion of debentures. Because n.v. Union Miniere s.a. owns,
directly or indirectly, virtually all of the shares of outstanding stock of
Union Miniere Inc., n.v. Union Miniere s.a. beneficially owns all of these
shares. The shares beneficially owned by the Reporting Persons represent
approximately 14.3% of Laser Power's outstanding common stock (calculated as
required by Rule 13d-3(d)(1) and assuming that there are 8,477,288 shares of
Laser Power common stock outstanding, as reported in Laser Power's Quarterly
Report on Form 10-Q for the period ended June 27, 1999).
Richard C. Laird is the beneficial owner of 14,465 shares of
Laser Power's common stock, including 10,000 shares issuable upon the exercise
of stock options he holds, and excluding shares beneficially owned by Union
Miniere Inc., of which Mr. Laird may be deemed to have, but
<PAGE>
- ----------------------------- -------------------------------
CUSIP No. 51806K 10 4 Page 8 of 24 Pages
- ----------------------------- -------------------------------
disclaims, beneficial ownership. These shares represent less than 1% of Laser
Power's common stock. To the best of the Reporting Persons' knowledge, none of
the other directors or executive officers of the Reporting Persons' beneficially
owns shares of Laser Power's common stock.
(b) The Reporting Persons may be deemed to share with each
other voting and dispositive power over all of the shares of Laser Power's
common stock they beneficially own and, to the best of the Reporting Person's
knowledge, Mr. Laird has sole voting and dispositive power over his shares of
Laser Power common stock.
(c) Except as otherwise set forth in this statement, neither
of the Reporting Persons nor, to the best of their knowledge, any of their
directors or executive officers has effected any transactions in Laser Power's
common stock during the past 60 days.
(d) No person other than the Reporting Persons has the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Laser Power's common stock beneficially owned by
Union Miniere Inc. or, to the best of the Reporting Persons' knowledge, Mr.
Laird.
(e) The Reporting Persons have not ceased being the beneficial
owner of more than 5% of Laser Power's outstanding common stock.
Item 6 Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of Laser Power
Union Miniere Inc. holds a warrant to purchase 50,000 shares
of Laser Power's common stock. This warrant has an exercise price of $3.00 per
share and expires on April 23, 2003. Union Miniere Inc. also holds a warrant to
purchase 20,000 shares of Laser Power's common stock. This warrant has an
exercise price of $4.50 per share and expires on December 6, 2006. In the event
that Union Miniere Inc. ceases to have a representative on the board of
directors of Laser Power, these warrants will expire 30 days following the
termination of any such director's membership on the board of directors. With
Mr. Laird's resignation from Laser Power's board of directors on October 5,
1999, Union Miniere Inc. ceased to have a representative on Laser Power's board
of directors. A copy of the form of these warrants has been filed with the SEC
by Laser Power and is incorporated herein by reference.
Union Miniere Inc. is the holder of debentures from Laser
Power that are convertible into 358,918 of Laser Power's common stock at a
conversion price of $4.625 per share. The debentures may be converted into
common stock at any time prior to their maturity on November 2, 2000. Copies of
these debentures, as amended, have been filed with the SEC by Laser Power and
are incorporated herein by reference.
Richard C. Laird holds an option to purchase 5,000 shares of
Laser Power's common stock at an exercise price of $1.07 per share and a second
option to purchase 5,000 shares of Laser Power's common stock at an exercise
price of $4.94 per share. Both of these options were fully vested upon their
grant. Under their terms, these options will expire three months after Mr.
Laird's resignation from Laser Power's board of directors. A copy of the form
of
<PAGE>
- ----------------------------- -------------------------------
CUSIP No. 51806K 10 4 Page 9 of 24 Pages
- ----------------------------- -------------------------------
Nonstatutory Stock Option has been filed with the SEC by Laser Power and is
incorporated herein by reference.
Laser Power entered into a Registration Rights Agreement with
Union Miniere Inc. and another Laser Power stockholder, dated May 1997, (the
"Registration Rights Agreement") pursuant to which the stockholders have the
right in certain circumstances to require Laser Power to register their shares
of Laser Power common stock for resale under the Securities Act. Except in
limited circumstances, Laser Power is obligated to pay all expenses in
connection with such registration. A copy of the form of the Registration Rights
Agreement has been filed with the SEC by Laser Power and is incorporated herein
by reference.
As described in response to Item 4 above, Union Miniere Inc.
is a party to the Confidentiality Agreement that contains certain standstill
provisions. A copy of the Confidentiality Agreement is filed as an exhibit
hereto and is incorporated herein by reference.
Item 7 Material to be Filed as Exhibits
Exhibit Description
- ------- -----------
1 Joint Filing Agreement
2 Confidentiality Agreement between Laser Power and Union Miniere
Inc., dated February 25, 1999.
3 Form of Warrant issued to Union Miniere Inc. by Laser Power
Corporation. (1)
4 Form of Registration Rights Agreement, dated May 1997, by and
among Laser Power Corporation, Union Miniere Inc. and Proxima
Corporation. (2)
5 Series A Convertible Subordinated Debenture, dated December 29,
1988, issued by Laser Power Corporation to Union Mines Inc. (and
later assigned to Union Miniere Inc.) (1)
6 Series A Convertible Subordinated Debenture, dated June 18, 1990,
issued by Laser Power Corporation to Union Mines Inc. (and later
assigned to Union Miniere Inc.) (1)
7 Form of Amendment to Convertible Subordinated Debentures by and
between Laser Power Corporation and Union Miniere Inc., dated as
of May 1997. (2)
8 Form of Nonstatutory Stock Option issued to Richard C. Laird. (2)
- --------------
(1) Incorporated by reference to Laser Power's Registration Statement on Form
SB-2, No. 333-24421, as filed on April 2, 1997.
(2) Incorporated by reference to Laser Power's Registration Statement on Form
SB-2, No. 333-24421, as filed on June 10, 1997.
<PAGE>
- ----------------------------- -------------------------------
CUSIP No. 51806K 10 4 Page 10 of 24 Pages
- ----------------------------- -------------------------------
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: October 6, 1999 n.v. Union Miniere s.a.
/s/ Thomas Leysen
------------------------------------
Name: Thomas Leysen
-----------------------------
Title: Executive Vice President
-----------------------------
Dated: October 5, 1999 Union Miniere Inc.
/s/ Richard C. Laird
------------------------------------
Richard C. Laird
Executive Vice President
<PAGE>
- ----------------------------- -------------------------------
CUSIP No. 51806K 10 4 Page 11 of 24 Pages
- ----------------------------- -------------------------------
Schedule A
<TABLE>
<CAPTION>
Name, Address and Position with Union Present Principal Occupation (if other
Country of Citizenship Miniere Inc./Position than position with Union Miniere Inc. or
with n.v. Union Miniere n.v. Union Miniere s.a.)
s.a.
<S> <C> <C>
Arnoud de Pret Director, Chairman and
c/o n.v. Union Miniere s.a. President/Chief Financial
Rue du Marais 31 Officer
B-1000
Brussels, Belgium
(Belgian Citizen)
Etienne Denis Director/Senior Vice Chief Executive Officer of Sibeka s.a., a
c/o n.v. Union Miniere s.a. President subsidiary of n.v. Union Miniere s.a.
Rue du Marais 31 engaged in the natural and synthetic
B-1000 diamond sectors and the production of
Brussels, Belgium diamond tools.
(Belgian Citizen)
Richard C. Laird Director and Executive
c/o Union Miniere Inc. Vice President/None
3120 Highwoods Blvd., Ste. 110
Raleigh, North Carolina 27604
(U.S. Citizen)
Mark Caffarey Director/None President of Sogem USA Inc., a subsidiary
c/o Sogem USA Inc. of Union Miniere Inc. which acts as the
3120 Highwoods Blvd., Ste. 110 trading arm of Union Miniere Inc. and n.v.
Raleigh, North Carolina 27604 Union Miniere s.a.
(U.K. Citizen)
Alain Godefroid Director/Senior Vice
c/o n.v. Union Miniere s.a. President Legal and
Rue du Marais 31 Environmental Affairs
B-1000
Brussels, Belgium
(Belgian Citizen)
Marc Van Sande Director/Executive Vice
c/o n.v. Union Miniere s.a. President
Rue du Marais 31
B-1000
Brussels, Belgium
(Belgian Citizen)
Chris Tybaert General Manager, Carolmet
c/o Carolmet Division/None
17180 Airport Road
Maxton, North Carolina 28364
(Belgian Citizen)
</TABLE>
<PAGE>
- ----------------------------- -------------------------------
CUSIP No. 51806K 10 4 Page 12 of 24 Pages
- ----------------------------- -------------------------------
<TABLE>
<CAPTION>
Name, Address and Position with Union Present Principal Occupation (if other
Country of Citizenship Miniere Inc./Position than position with Union Miniere Inc. or
with n.v. Union Miniere n.v. Union Miniere s.a.)
s.a.
<S> <C> <C>
Frank Shinneman Manager--Venture Unit,
c/o Union Miniere Inc. U.S. Operations
3120 Highwoods Blvd., Ste. 110
Raleigh, North Carolina 27604
(U.S. Citizen)
Ignace de Ruijter General Manager--U.S.
c/o South Boston Semiconductor Business Operations, Electro-Optic
12 Channel Street, No. 702 Materials Division
Boston, Massachusetts 02210
(Belgian Citizen)
Thomas Corrigan Controller and Assistant
c/o Union Miniere Inc. Treasurer/None
3120 Highwoods Blvd., Ste. 110
Raleigh, North Carolina 27604
(U.S. Citizen)
Etienne Davignon None/Chairman of the Chairman of Societe Generale de Belique, a
c/o Societe Generale de Belgique Board holding company.
Rue Royale 30
1000 Brussels
(Belgian Citizen)
Karel Vinck None/Chief Executive
c/o n.v. Union Miniere s.a. Officer, Chairman of the
Rue du Marais 31 Executive Committee
1000 Brussels
(Belgian Citizen)
Marc Yves Blanpain None/Director Chairman of Banque Belgolaise
Rue Bois Eloi 18
1380 Lasne
(Belgian Citizen)
Jean-Luc Dehaene None/Director Belgian Senator
Berkendallaan 42
1800 Vilvoorde
(Belgian Citizen)
Erik E. Dejonghe None/Director Senior Vice President and Chief Operating
c/o BARCO N.V. Officer of BARCO N.V., which is engaged in
President Kennedypark 35 the projection systems, display systems,
8500 Kortrijk communication systems, automation and
(Belgian Citizen) inspection systems industry.
Paul de Keersmaeker None/Director Chairman of Interbrew, a brewing company,
c/o Tractebel and Chairman of KBC Bank.
place du Trone 1
1000 Brussels
(Belgian Citizen)
</TABLE>
<PAGE>
- ----------------------------- -------------------------------
CUSIP No. 51806K 10 4 Page 13 of 24 Pages
- ----------------------------- -------------------------------
<TABLE>
<CAPTION>
Name, Address and Position with Union Present Principal Occupation (if other
Country of Citizenship Miniere Inc./Position than position with Union Miniere Inc. or
with n.v. Union Miniere n.v. Union Miniere s.a.)
s.a.
<S> <C> <C>
Philippe Delaunois None/Director Chairman of Mediabel, a press group.
Chemin de Couture 3A
1380 Lasne
(Belgian Citizen)
Hubert Detremmerie None/Director Honorary President of the BACOB Bank
Terkleppe 10
9660 Brakel
(Belgian Citizen)
Pierre Klees None/Director Chief Executive Officer of BIAC, which is
c/o BIAC (6eme etage) engaged in airport management.
Aeroport Bruxelles-National
1930 Zaventem
(Belgian Citizen)
Christine Morin-Postel None/Director Chief Executive Officer of Societe
c/o Societe Generale de Belgique Generale de Belgique, a holding company.
Rue Royale 30
1000 Brussels
(French Citizen)
Jean-Pierre Standaert None/Director Director of Legal Affairs--Secretary
c/o Societe General de Belique General of Societe General de Belgique and
Rue Royale 30 General Counsel of Suez-Lyonnaise des
1000 Brussels Eaux, both of which are holding companies.
(Belgian Citizen)
Robert F.W. van Oordt None/Director Chairman of the Supervisory Board of NKF
avenue Louse 545 Holding N.V., a holding company.
1050 Brussels
(Dutch Citizenship)
Klaus Wendel None/Director Member of the Executive Committee of
c/o Societe General de Belgique Societe Generale de Belgique, a holding
Rue Royale 30 company.
1000 Brussels
(German Citizen)
Thomas Leysen None/Executive Vice
c/o n.v. Union Miniere s.a. President, Deputy
Rue du Marais 31 Chairman of the Executive
1000 Brussels Committee
(Belgian Citizen)
</TABLE>
<PAGE>
- ----------------------------- -------------------------------
CUSIP No. 51806K 10 4 Page 14 of 24 Pages
- ----------------------------- -------------------------------
<TABLE>
<CAPTION>
Name, Address and Position with Union Present Principal Occupation (if other
Country of Citizenship Miniere Inc./Position than position with Union Miniere Inc. or
with n.v. Union Miniere n.v. Union Miniere s.a.)
s.a.
<S> <C> <C>
Jean-Luc Deleersnyder None/Executive Vice
c/o n.v. Union Miniere s.a. President
Rue du Marais 31
1000 Brussels
(Belgian Citizen)
</TABLE>
<PAGE>
- ----------------------------- -------------------------------
CUSIP No. 51806K 10 4 Page 15 of 24 Pages
- ----------------------------- -------------------------------
Exhibit Index
Exhibit Description
- ------- -----------
1 Joint Filing Agreement
2 Confidentiality Agreement between Laser Power and Union Miniere
Inc., dated February 25, 1999.
3 Form of Warrant issued to Union Miniere Inc. by Laser Power
Corporation. (1)
4 Form of Registration Rights Agreement, dated May 1997, by and
among Laser Power Corporation, Union Miniere Inc. and Proxima
Corporation. (2)
5 Series A Convertible Subordinated Debenture, dated December 29,
1988, issued by Laser Power Corporation to Union Mines Inc. (and
later assigned to Union Miniere Inc.) (1)
6 Series A Convertible Subordinated Debenture, dated June 18, 1990,
issued by Laser Power Corporation to Union Mines Inc. (and later
assigned to Union Miniere Inc.) (1)
7 Form of Amendment to Convertible Subordinated Debentures by and
between Laser Power Corporation and Union Miniere Inc., dated as
of May 1997. (2)
8 Form of Nonstatutory Stock Option issued to Richard C. Laird. (2)
- --------------
(1) Incorporated by reference to Laser Power's Registration Statement on Form
SB-2, No. 333-24421, as filed on April 2, 1997.
(2) Incorporated by reference to Laser Power's Registration Statement on Form
SB-2, No. 333-24421, as filed on June 10, 1997.
Exhibit 1
JOINT FILING AGREEMENT
The undersigned hereby agree as follows:
(i) Each of them agrees that the Schedule 13D to which this
Agreement is attached as an exhibit is filed on behalf of each of them.
(ii) Each of them is responsible for the timely filing of such
Schedule 13D and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; but neither of them
is responsible for the completeness or accuracy of the information concerning
the other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
Dated: October 6, 1999 n.v. Union Miniere s.a.
/s/ Thomas Leysen
------------------------------------
Name: Thomas Leysen
-----------------------------
Title: Executive Vice President
-----------------------------
Dated: October 5, 1999 Union Miniere Inc.
/s/ Richard C. Laird
------------------------------------
Richard C. Laird
Executive Vice President
Exhibit 2
February 25, 1999
Laser Power Corporation
12777 High Bluff Road
San Diego, CA 92130
Attn: Dick Sharman
Ladies and Gentlemen:
In order to facilitate the consideration and negotiation of a possible
negotiated transaction involving Union Miniere Inc. (the "Recipient") and Laser
Power Corporation (the "Company"), the Recipient has requested access to certain
non-public information regarding the Company and its subsidiaries. This letter
agreement sets forth the Recipient's obligations regarding the use and
disclosure of such information and regarding various related matters.
The Recipient, intending to be legally bound, acknowledges and agrees
as follows:
1. Limitations on Use and Disclosure of Confidential Information.
Subject to section 4 below, neither the Recipient nor any of the Recipient's
Representatives (as defined in section 13 below) will, at any time, directly or
indirectly:
(a) make use of any Confidential Information (as defined in
section 12 below), except for the specific purpose of considering,
evaluating and negotiating a possible negotiated transaction between
the Recipient and the Company; or
(b) disclose any Confidential Information to any other Person
(as defined in Section 13 below).
The Recipient will be liable and responsible for any breach of this letter
agreement by any of its Representatives and for any other action or conduct on
the part of any of its Representatives that is inconsistent with any provision
of this letter agreement. The Recipient will (at its own expense) take all
actions necessary to restrain its Representatives from making any unauthorized
use or disclosure of any Confidential Information.
2. Company Contact. Any request by the Recipient or any of its
Representatives to review Confidential Information must be directed to the
Company's Chief Executive Officer (the "Company Contact"). Neither the Recipient
nor any of the Recipient's Representatives will contact or otherwise communicate
with any other Representative of the Company without the prior written
authorization of the Company Contact.
<PAGE>
Laser Power Corporation
February 25, 1999
Page 2
3. No Representations by Company. The Company Contact will have the
exclusive authority to decide what Confidential Information (if any) is to be
made available to the Recipient and its Representatives. Neither the Company nor
any of the Company's Representatives will be under any obligation to make any
particular Confidential Information available to the Recipient or any of the
Recipient's Representatives or to supplement or update any Confidential
Information previously furnished. Neither the Company nor any of its
Representatives has made or is making any representation or warranty, express or
implied, as to the accuracy or completeness of any Confidential Information, and
neither the Company nor any of its Representatives will have any liability to
the Recipient or to any of the Recipient's Representatives relating to or
resulting from the use of any Confidential Information or any inaccuracies or
errors therein or omissions therefrom. Only those representations and warranties
(if any) that are included in any final definitive written agreement that
provides for the consummation of a negotiated transaction between the Recipient
and the Company and is validly executed on behalf of the Recipient and the
Company (a "Definitive Agreement") will have legal effect.
4. Permitted Disclosures.
(a) Notwithstanding the limitations set forth in section 1
above:
(i) the Recipient may disclose Confidential
Information if and to the extent that the Company consents in writing
to the Recipient's disclosure thereof;
(ii) subject to section 4(b) below, the Recipient may
disclose Confidential Information to any Representative of the
Recipient, but only to the extent such Representative (A) needs to know
such Confidential Information for the purpose of helping the Recipient
evaluate or negotiate a possible negotiated transaction between the
Recipient and the Company, and (B) has been provided with a copy of
this letter agreement and has agreed to abide and be bound by the
provisions hereof; and
(iii) subject to section 4(c) below, the Recipient
may disclose Confidential Information to the extent required by
applicable law or governmental regulation or by valid legal process.
(b) If the Company delivers to the Recipient a written notice
stating that certain Confidential Information may be disclosed only to specified
Representatives of the Recipient then, notwithstanding anything to the contrary
contained in section 4(a)(ii) above, the Recipient shall not disclose or permit
the disclosure of any of such Confidential Information to any other
Representative of the Recipient.
<PAGE>
Laser Power Corporation
February 25, 1999
Page 3
(c) If the Recipient or any of the Recipient's Representatives
is required by law or governmental regulation or by subpoena or other valid
legal process to disclose any Confidential Information to any Person, the
Recipient will immediately provide the Company with written notice of the
applicable law, regulation or process so that the Company may seek a protective
order or other appropriate remedy. The Recipient and its Representatives will
cooperate fully with the Company and the Company's Representatives in any
attempt by the Company to obtain any such protective order or other remedy. If
the Company elects not to seek, or is unsuccessful in obtaining, any such
protective order or other remedy in connection with any requirement that the
Recipient disclose Confidential Information, and if the Recipient furnishes the
Company with a written opinion of reputable legal counsel acceptable to the
Company confirming that the disclosure of such Confidential Information is
legally required, then the Recipient may disclose such Confidential Information
to the extent legally required; provided, however, that the Recipient and its
Representatives will use their best efforts to ensure that such Confidential
Information is treated confidentially by each Person to whom it is disclosed.
5. Return of Confidential Information. Upon the Company's request, the
Recipient and the Recipient's Representatives will promptly deliver to the
Company any Confidential Information (and all copies thereof) obtained or
possessed by the Recipient or any of the Recipient's Representatives; provided,
however, that, in lieu of delivering to the Company any written materials of the
type described in clause "(b)" of the first sentence of section 12 below, the
Recipient may destroy such written materials and deliver to the Company a
certificate confirming their destruction. Notwithstanding the delivery to the
Company (or the destruction by the Recipient) of Confidential Information
pursuant to this section 5, the Recipient and its Representatives will continue
to be bound by their confidentiality obligations and other obligations under
this letter agreement.
6. Limitation on Hiring and Soliciting Employees. During the three-year
period commencing on the date of this letter agreement, neither the Recipient
nor any of the Recipient's Representatives will employ, or solicit or seek to
employ, any Person who is an employee of the Company or any subsidiary or other
affiliate of the Company as of the date of this letter agreement or who becomes
an employee of the Company or of any subsidiary or other affiliate of the
Company before the later of March 31, 1999 or the termination of discussions
regarding a possible negotiated transaction involving the Recipient and the
Company.
7. Standstill Provisions. During the three-year period commencing on
the date of this letter agreement (the "Standstill Period"), neither the
Recipient nor any of the Recipient's Representatives will, in any manner,
directly or indirectly:
<PAGE>
Laser Power Corporation
February 25, 1999
Page 4
(a) make, effect, initiate, cause or participate in (i) any
acquisition of beneficial ownership of any securities of the Company or
any securities of any subsidiary or other affiliate of the Company,
(ii) any acquisition of any assets of the Company or any assets of any
subsidiary or other affiliate of the Company, (iii) any tender offer,
exchange offer, merger, business combination, recapitalization,
restructuring, liquidation, dissolution or extraordinary transaction
involving the Company or any subsidiary or other affiliate of the
Company, or involving any securities or assets of the Company or any
securities or assets of any subsidiary or other affiliate of the
Company, or (iv) any "solicitation" of "proxies" (as those terms are
used in the proxy rules of the Securities and Exchange Commission) or
consents with respect to any securities of the Company;
(b) form, join or participate in a "group" (as defined in the
Securities Exchange Act of 1934 and the rules promulgated thereunder)
with respect to the beneficial ownership of any securities of the
Company;
(c) act, alone or in concert with others, to seek to control
or influence the management, board of directors or policies of the
Company;
(d) take any action that might require the Company to make a
public announcement regarding any of the types of matters set forth in
clause "(a)" of this sentence;
(e) agree or offer to take, or encourage or propose (publicly
or otherwise) the taking of, any action referred to in clause "(a)",
"(b)", "(c)" or "(d)" of this sentence;
(f) assist, induce or encourage any other Person to take any
action of the type referred to in clause "(a)", "(b)", "(c)", "(d)" or
"(e)" of this sentence;
(g) enter into any discussions, negotiations, arrangement or
agreement with any other Person relating to any of the foregoing; or
(h) request or propose that the Company or any of the
Company's Representatives amend, waive or consider the amendment or
waiver of any provision set forth in this section 7;
provided, however, that this section 7 shall not preclude the Recipient from
acquiring securities of the Company such that following any such acquisition the
Recipient owns less than 15% of the outstanding voting stock of the Company;
provided further that this section 7 shall not preclude the Recipient from
engaging in any transaction approved by a majority of the disinterested members
of the Company's Board of Directors; and provided further that the provisions of
this section 7 shall not apply to the Recipient in the event that any other
Person has
<PAGE>
Laser Power Corporation
February 25, 1999
Page 5
taken any publicly disclosed action regarding any of the types of matters set
forth in clause "(a)" of this sentence but only for so long as such Person
continues to pursue such matters in a bona fide manner.
The expiration of the Standstill Period will not terminate or otherwise affect
any of the other provisions of this letter agreement.
8. No Obligation to Pursue Transaction. Unless the Recipient and the
Company enter into a Definitive Agreement, no agreement providing for a
transaction involving the Company will be deemed to exist between the Recipient
and the Company, and the Company will be under no obligation to negotiate or
enter into any such agreement or transaction with the Recipient. The Company
reserves the right, in its sole discretion: (a) to conduct any process it deems
appropriate with respect to any transaction or proposed transaction involving
the Company, and to modify any procedures relating to any such process without
giving notice to the Recipient or any other Person; (b) to reject any proposal
made by the Recipient or any of the Recipient's Representatives with respect to
a transaction involving the Company; and (c) to terminate discussions and
negotiations with the Recipient at any time. The Recipient recognizes that,
except as expressly provided in any Definitive Agreement between the Recipient
and the Company: (i) the Company and its Representatives will be free to
negotiate with, and to enter into any agreement or transaction with, any other
interested party; and (ii) the Recipient will not have any rights or claims
against the Company or any of the Company's Representatives arising out of or
relating to any transaction or proposed transaction involving the Company.
9. No Waiver. No failure or delay by the Company or any of its
Representatives in exercising any right, power or privilege under this letter
agreement will operate as a waiver thereof, and no single or partial exercise of
any such right, power or privilege will preclude any other or future exercise
thereof or the exercise of any other right, power or privilege under this letter
agreement. No provision of this letter agreement can be waived or amended except
by means of a written instrument that is validly executed on behalf of the
Company and that refers specifically to the particular provision or provisions
being waived or amended.
10. Remedies. The Recipient shall indemnify and hold harmless the
Company and the Company's Representatives against and from, and shall compensate
and reimburse the Company and the Company's Representatives for, any damage,
loss, claim, liability or expense (including legal fees and the cost of
enforcing the Company's rights under this letter agreement) arising directly or
indirectly out of or resulting directly or indirectly from any unauthorized use
or disclosure of any Confidential Information or any other breach of this letter
agreement. The Recipient acknowledges that money damages would not be a
sufficient remedy for any breach of this letter agreement by the Recipient or
any of the Recipient's Representatives and that the Company would suffer
irreparable harm as a result of any such breach. Accordingly, the
<PAGE>
Laser Power Corporation
February 25, 1999
Page 6
Company will also be entitled to equitable relief, including injunction and
specific performance, as a remedy for any breach or threatened breach of this
letter agreement. The indemnification and equitable remedies referred to above
will not be deemed to be the exclusive remedies for a breach of this letter
agreement, but rather will be in addition to all other remedies available at law
or in equity to the Company. In the event of litigation relating to this letter
agreement, if a court of competent jurisdiction determines that the Recipient or
any of its Representatives has breached this letter agreement, the Recipient
will be liable for, and will pay to the Company and the Company's
Representatives, the reasonable legal fees incurred by the Company and the
Company's Representatives in connection with such litigation (including any
appeal relating thereto).
11. Successors and Assigns; Applicable Law; Jurisdiction and Venue.
This letter agreement will be binding upon the Recipient and its Representatives
and their respective heirs, successors and assigns, and will inure to the
benefit of the Company and its Representatives and their respective heirs,
successors and assigns. This letter agreement will be governed by and construed
in accordance with the laws of the State of California (without giving effect to
principles of conflicts of laws). The Recipient and its Representatives: (a)
irrevocably and unconditionally consent and submit to the jurisdiction of the
state and federal courts located in the State of California for purposes of any
action, suit or proceeding arising out of or relating to this letter agreement;
(b) agree that service of any process, summons, notice or document by U.S.
registered mail to the address set forth at the end of this letter agreement
shall be effective service of process for any action, suit or proceeding brought
against the Recipient or any of the Recipient's Representatives; (c) irrevocably
and unconditionally waive any objection to the laying of venue of any action,
suit or proceeding arising out of or relating to this letter agreement in any
state or federal court located in the State of California; and (d) irrevocably
and unconditionally waive the right to plead or claim, and irrevocably and
unconditionally agree not to plead or claim, that any action, suit or proceeding
arising out of or relating to this letter agreement that is brought in any state
or federal court located in the State of California has been brought in an
inconvenient forum.
12. Confidential Information. For purposes of this letter agreement,
"Confidential Information" will be deemed to include:
(a) any information (including any technology, know-how,
patent application, test result, research study, business plan, budget,
forecast or projection) relating directly or indirectly to the business
of the Company, any predecessor entity or any subsidiary or other
affiliate of the Company (whether prepared by the Company or by any
other Person and whether or not in written form) that is or has been
made available to the Recipient or any Representative of the Recipient
by or on behalf of the Company or any Representative of the Company;
<PAGE>
Laser Power Corporation
February 25, 1999
Page 7
(b) any memorandum, analysis, compilation, summary,
interpretation, study, report or other document, record or material
that is or has been prepared by or for the Recipient or any
Representative of the Recipient and that contains, reflects, interprets
or is based directly or indirectly upon any information of the type
referred to in clause "(a)" of this sentence;
(c) the existence and terms of this letter agreement, and the
fact that information of the type referred to in clause "(a)" of this
sentence has been made available to the Recipient or any of its
Representatives; and
(d) the fact that discussions or negotiations are or may be
taking place with respect to a possible transaction involving the
Recipient and the Company, and the proposed terms of any such
transaction.
However, "Confidential Information" will not be deemed to include:
(i) any information that is or becomes generally
available to the public or the Company's stockholders other than as a
direct or indirect result of the disclosure of any of such information
by the Recipient or by any of the Recipient's Representatives;
(ii) any information that was in the Recipient's
possession prior to the time it was first made available to the
Recipient or any of the Recipient's Representatives by or on behalf of
the Company or any of the Company's Representatives, provided that the
source of such information was not and is not bound by any contractual
or other obligation of confidentiality to the Company or any other
Person with respect to any of such information; or
(iii) any information that becomes available to the
Recipient on a non-confidential basis from a source other than the
Company or any of the Company's Representatives, provided that such
source is not bound by any contractual or other obligation of
confidentiality to the Company or any other Person with respect to any
of such information.
13. Miscellaneous.
(a) For purposes of this letter agreement, a party's
"Representatives" will be deemed to include each Person that is or becomes (i) a
subsidiary or other affiliate of such party, or (ii) an officer, director,
employee, partner, attorney, advisor, accountant, agent or representative of
such party or of any of such party's subsidiaries or other affiliates; provided,
however, that notwithstanding the other provisions of this letter agreement,
this letter agreement
<PAGE>
Laser Power Corporation
February 25, 1999
Page 8
shall not inhibit in any way Mr. Richard C. Laird in the discharge of his duties
and responsibilities as a director of the Company.
(b) The term "Person," as used in this letter agreement, will
be broadly interpreted to include any individual and any corporation,
partnership, entity, group, tribunal or governmental authority.
(c) The bold-faced captions appearing in this letter agreement
have been included only for convenience and shall not affect or be taken into
account in the interpretation of this letter agreement.
(d) The invalidity or unenforceability of any provision of
this letter agreement shall not affect the validity or enforceability of any
other provision of this letter agreement.
(e) By making Confidential Information or other information
available to the Recipient or the Recipient's Representatives, the Company is
not, and shall not be deemed to be, granting (expressly or by implication) any
license or other right under or with respect to any patent, trade secret,
copyright, trademark or other proprietary or intellectual property right.
(f) This letter agreement constitutes the entire agreement
between the Recipient and the Company regarding the subject matter hereof and
supersedes any prior agreement between the Recipient and the Company regarding
the subject matter hereof.
Very truly yours,
UNION MINIERE INC.
By: /s/ Richard C. Laird
--------------------------------
Name: Richard C. Laird
Title: Executive Vice President
Address: 13847 West Virginia Drive
Lakewood, CO 80228
