SUBMICRON SYSTEMS CORP, PRE 14A, 1997-06-05

SUBMICRON SYSTEMS CORP
PRE 14A, 1997-06-05
SPECIAL INDUSTRY MACHINERY, NEC

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<PAGE> 1

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

SubMicron Systems Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, schedule or registration statement no.:

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(3) Filing party:

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(4) Date filed:

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<PAGE> 2
SUBMICRON SYSTEMS CORPORATION
6620 GRANT WAY
ALLENTOWN, PA 18106

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MONDAY, JULY 21, 1997

The Annual Meeting of Stockholders of SubMicron Systems Corporation
(the "Company") will be held on Monday, July 21, 1997, at 10:00 a.m., at the
Holiday Inn Conference Center, Rt. 100 & I-78, Fogelsville, Pennsylvania, for
the following purposes:

1. To elect two directors to hold office until the Annual Meeting of
Stockholders in 2000.

2. To approve an amendment to the Company's Employee Stock Purchase
Plan to increase the number of shares issuable thereunder.

3. To approve amendments to the Company's 1991 Amended and Restated
Stock Option Plan, including an increase in the number of shares issuable
thereunder.

4. To approve a proposal to amend the Company's Certificate of
Incorporation to increase the authorized number of shares of Preferred Stock.

5. To approve the convertibility feature of the Company's 8%
Convertible Subordinated Notes.

6. To ratify the appointment of Ernst & Young LLP as the Company's
independent accountants for 1997.

7. To transact such other business as may properly come before the
meeting.

The Board of Directors has fixed the close of business on May 28,
1997 as the record date for the meeting. Only stockholders of record at that
time are entitled to notice of and to vote at the meeting and any adjournment or
postponement thereof.

The enclosed proxy is solicited by the Board of Directors of the
Company. Reference is made to the attached Proxy Statement for further
information with respect to the business to be transacted at the meeting.

You are cordially invited to attend the meeting in person. The Board of
Directors urges you to sign, date and return the enclosed proxy card promptly.
The return of the enclosed proxy card will not affect your right to vote in
person if you choose to attend the meeting.

R.G. Holmes
Secretary

June __, 1997
<PAGE> 3
SUBMICRON SYSTEMS CORPORATION
6620 GRANT WAY
ALLENTOWN, PA 18106

PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
JULY 21, 1997

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of SubMicron Systems Corporation (the
"Company") for use at the Company's Annual Meeting of Stockholders which will be
held on the date, at the time and place, and for the purposes set forth in the
foregoing notice. This Proxy Statement, the foregoing notice and the enclosed
proxy card are first being sent to stockholders on or about June __, 1997.

The Board of Directors does not intend to bring any matter before the
meeting except those as specifically indicated in the notice and does not know
of anyone else who intends to do so. If any other matters properly come before
the meeting, however, the persons named in the enclosed proxy card, or their
duly constituted substitutes acting at the meeting, will be authorized to vote
or otherwise act thereon in accordance with their judgment on such matters.

When your proxy card is returned properly signed prior to voting at the
meeting, the shares represented thereby will be voted in accordance with the
instructions marked thereon. If your proxy card is signed and returned without
specifying choices, the shares will be voted as recommended by the directors.

Any proxy may be revoked at any time prior to its exercise by notifying
the Secretary in writing, by delivering a duly executed proxy bearing a later
date, or by attending the meeting and voting in person.

VOTING SECURITIES AND SECURITY OWNERSHIP

OUTSTANDING SHARES AND VOTING RIGHTS

At the close of business on May 28, 1997, the record date fixed for the
determination of stockholders entitled to notice of and to vote at the meeting,
16,890,014 shares of the Company's Common Stock (the "Common Stock") and
1,302.85 shares of the Company's Series A Convertible Non-Redeemable Preferred
Stock (the "Series A Preferred Stock") were outstanding and entitled to vote.
Only the record holders of Common Stock and Series A Preferred Stock on the
record date will be entitled to vote. There are no other classes of voting
securities outstanding. The presence at the meeting, in person or by proxy, of
holders of shares entitled to cast at least a majority of the votes that may be
cast by all shares of Common Stock and Series A Preferred Stock outstanding as
of the record date, voting together, will constitute a quorum. Each share of
Series A Preferred Stock is convertible into 2,000 shares of Common Stock and is
entitled to one vote for each share of
<PAGE> 4
Common Stock into which such share or fraction thereof may be converted. Each
share of Common Stock is entitled to one vote, and, accordingly, each share of
Series A Preferred Stock is entitled to 2,000 votes. The Common Stock and Series
A Preferred Stock will vote together on all matters scheduled to be considered.
The total number of votes entitled to be cast at the meeting is 19,495,714.
There are no cumulative voting rights with respect to the election of directors.

Abstentions and broker non-voters are counted for purposes of
determining whether a quorum is present at the meeting. Abstentions will be
counted in tabulations of votes cast on the matters to be voted on, whereas
broker non-votes will not be counted for purposes of determining whether a
proposal has been approved. The election of directors requires a plurality of
the votes cast, the proposed amendment to the Company's Certificate of
Incorporation requires the affirmative vote of a majority of the number of votes
that may be cast at the meeting and each other matter to be submitted to the
stockholders requires the affirmative vote of a majority of the votes cast at
the meeting. Accordingly, except with respect to the election of directors, an
abstention has the effect of a negative vote.

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership as of May 28, 1997 of each person who was known to the
Company to be the beneficial owner of more than 5% of the Common Stock or the
Class A Preferred Stock. Each of the stockholders named below has sole voting
and investment power with respect to such shares, unless otherwise indicated.

<TABLE>
<CAPTION>
================================================================================================================================
Percent of
Name and Address of Number of Percent of Total Voting
Beneficial Owner Title of Class Shares Class Power
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
David F. Levy Common Stock 4,695,250(2) 26.6% 23.2%
6620 Grant Way
Allentown, PA 18106
- --------------------------------------------------------------------------------------------------------------------------------
James S. Molinaro Common Stock 4,695,250(2) 26.6 23.2
6620 Grant Way
Allentown, PA 18106
- --------------------------------------------------------------------------------------------------------------------------------
Maurice J. Series A 177.50 13.6 1.8
Gallagher, Jr. Preferred Stock
6900 Westcliff Drive
Suite 505
Las Vegas, NV
89128
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE> 5
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Timothy P. Flynn Series A 177.50 13.6 1.8
6900 Westcliff Drive Preferred Stock
Suite 505
Las Vegas, NV
89128
- --------------------------------------------------------------------------------------------------------------------------------
J.F. Shea Co., Inc. Series A 142.00 10.9 1.5
655 Brea Canyon Preferred Stock
Road
Walnut, CA 91789
- --------------------------------------------------------------------------------------------------------------------------------
Robert L. Priddy Series A 213.00 16.3 2.2
3435 Kingsboro Preferred Stock
Road NE, #1601
Atlanta, GA 30326
- --------------------------------------------------------------------------------------------------------------------------------
Lewis H. and Peggy Series A 142.00 10.9 1.5
S. Jordan Preferred Stock
610 Wingspread
Peachtree City, GA
30269
- --------------------------------------------------------------------------------------------------------------------------------
CRIM Partners, L.P. Series A 81.65 6.3 *
7078 Westchester Preferred Stock
Avenue
White Plains, NY
10604
================================================================================================================================
</TABLE>

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<PAGE> 6
SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth certain information with respect to the
beneficial ownership as of May 28, 1997 of (i) each director, (ii) each of the
Named Executives (as hereinafter defined) and (iii) all the directors and
executive officers as a group. Each of the stockholders named below has sole
voting and investment power with respect to such shares, unless otherwise
indicated.

<TABLE>
<CAPTION>
================================================================================================================================
Percent of
Name of Number of Percent of Total Voting
Beneficial Owner Title of Class Shares(1) Class Power
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
David F. Levy Common Stock 4,695,250(2) 26.6% 23.2%
- --------------------------------------------------------------------------------------------------------------------------------
James S. Molinaro Common Stock 4,695,250(2) 26.6 23.2
- --------------------------------------------------------------------------------------------------------------------------------
Ronald B. Booth Common Stock ___ ___
Series A *
Preferred Stock 7.1 *
- --------------------------------------------------------------------------------------------------------------------------------
Richard J. Busis Common Stock ___ ___ ___
- --------------------------------------------------------------------------------------------------------------------------------
David J. Ferran Common Stock 33,332(3) * *
- --------------------------------------------------------------------------------------------------------------------------------
Maurice J. Common Stock ___ ___
Gallagher, Jr. Series A 1.8
Preferred Stock 177.5 13.6
- --------------------------------------------------------------------------------------------------------------------------------
Barry W. Ridings Common Stock 64,000(4) *
Series A *
Preferred Stock 7.1 *
- --------------------------------------------------------------------------------------------------------------------------------
John P. Traub (5) Common Stock 306,642(6) 1.8 1.6
- --------------------------------------------------------------------------------------------------------------------------------
Leonard R. Weisberg Common Stock 40,655(7) * *
- --------------------------------------------------------------------------------------------------------------------------------
Daniel G. Hajjar Common Stock 81,139(8) * *
- --------------------------------------------------------------------------------------------------------------------------------
R. G. Holmes Common Stock 35,822(9) * *
- --------------------------------------------------------------------------------------------------------------------------------
All executive officers Common Stock 5,256,840(10) 29.3
and directors as a Series A 27.5
group (11 persons) Preferred Stock 191.7 14.7
================================================================================================================================
</TABLE>

* Less than 1 percent.
(1) With respect to each stockholder, includes any shares issuable upon
exercise of any options held by such stockholder that are or will
become exercisable within sixty days of the record date.
(2) Consists of shares over which the stockholder has power to direct the
voting on the election of directors pursuant to the Voting Agreement.
Includes 1,980,500 shares owned by each of Messrs. Levy and Mr.
Molinaro. Also includes options to purchase 396,125 and 338,125 shares
of Common Stock held by Messrs. Levy and Molinaro, respectively.
(3) Consists of options to purchase 33,332 shares of Common Stock.
(4) Includes options to purchase 8,000 shares of Common Stock.
(5) Mr. Traub's term as a director expires at the 1997 annual meeting and
he is not standing for reelection.
(6) Includes options to purchase 150,000 shares of Common Stock.
(7) Includes options to purchase 18,000 shares of Common Stock.
(8) Includes options to purchase 74,000 shares of Common Stock.
(9) Includes options to purchase 25,000 shares of Common Stock.
(10) Includes options to purchase an aggregate of 1,042,582 shares of Common
Stock.

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<PAGE> 7
ELECTION OF DIRECTORS

(ITEM 1 ON PROXY CARD)

At the meeting, the stockholders will elect two Class C directors to
hold office until the Annual Meeting of Stockholders in 2000 and until their
respective successors have been duly elected and qualified. The Board of
Directors is divided into three classes serving staggered three-year terms, the
term of one class of directors to expire each year. The term of the present
Class C Directors expires at the 1997 Annual Meeting of Stockholders. The Board
has nominated two persons to serve as Class C Directors: Ronald B. Booth and
Richard J. Busis. Messrs. Booth and Busis are currently serving as Class C
Directors and have indicated a willingness to continue serving as directors.
Unless contrary instructions are given, the shares represented by a properly
executed proxy will be voted "FOR" the election of Messrs. Booth and Busis.
Should either of the nominees become unavailable to accept election as a
director, the persons named in the enclosed proxy will vote the shares which
they represent for the election of such other person as the Board of Directors
may recommend.

Messrs. David F. Levy, James S. Molinaro and Leonard W. Weisberg were
appointed directors of the Company in connection with the merger of a subsidiary
of the Company with SubMicron Systems, Inc., a Pennsylvania corporation
("SubMicron"), which was approved by the stockholders of the Company on August
31, 1993 (the "Merger"). In connection with the Merger, all of the Company's
directors prior to the Merger (with the exception of Mr. Ridings) resigned, the
Board of Directors was classified as described above and the executive officers
and directors of SubMicron became the executive officers and directors of the
Company.

Messrs. Levy and Molinaro (the "SubMicron Principals") have entered
into a voting agreement (the "Voting Agreement") that provides for all their
shares of Common Stock to be voted at their joint direction. In the event the
SubMicron Principals are unable to agree on how to vote their shares, they will
appoint a special voting trustee to break the deadlock. If they are unable to
agree on the designation of a special voting trustee, their shares will be voted
in accordance with the vote of the majority of shares of Common Stock not
subject to the Voting Agreement. The Voting Agreement will terminate on the
earliest to occur of August 31, 2003, the death or incapacity of either of the
SubMicron Principals, or the date on which either of the SubMicron Principals no
longer holds any Common Stock.

In connection with the issuance of the Series A Preferred Stock and the
Company's 8% Convertible Subordinated Notes (the "Notes") in March 1997, the
Company agreed to appoint two representatives of the holders of the Notes (the
"Noteholders") as directors of the Company. Messrs. Booth and Gallagher are such
representatives. In addition, the Board of Directors agreed to continue to
nominate Messrs. Booth or Gallagher (or other nominees reasonably acceptable to
the Company and the representatives of the Noteholders) upon the expiration of
their respective terms if more than 50% of the aggregate principal amount of the
Notes remains outstanding at the expiration of such term or was outstanding at
any time within six months prior to the end of such term. Beginning six months
after less than 50% but more than 25% of the aggregate principal amount of the
Notes remains outstanding, the Noteholders will be entitled to have only one
designee on the Board, and six months after less than 25% of the aggregate
principal amount of the Notes remains outstanding,

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<PAGE> 8
the Noteholders will no longer be entitled to representatives on the Board.
Accordingly, one or both of the designees is intended to resign as a director at
such time as the Noteholders are entitled to only one or no representatives on
the Board. Messrs. Levy and Molinaro have agreed to vote their shares in favor
of the designees of the Noteholders.

The current members of the Board of Directors, including the nominees
for Class C Directors, together with certain information about them, are set
forth below:

<TABLE>
<CAPTION>
DIRECTOR POSITIONS WITH
NAME AGE SINCE EXPIRES THE COMPANY
---- --- ----- ------- -----------
<S> <C> <C> <C> <C>
Class C Directors

Ronald B. Booth 48 1997 1997 Director

Richard J. Busis 43 1997 1997 Director

John P. Traub 50 1995 1997 President of Systems
Chemistry and a Director

Class B Directors

Maurice J. Gallagher, Jr. 47 1997 1998 Director

James S. Molinaro 35 1993(1) 1998 President of SubMicron
Systems, Inc. and
Director

Barry W. Ridings 45 1991 1998 Director

Class A Directors

David J. Ferran 40 1997 1999 President, Chief
Executive Officer and
Director

David F. Levy 52 1993(1) 1999 Chairman of the Board
and Director

Leonard R. Weisberg 67 1993(1) 1999 Director
</TABLE>

(1) Messrs. Levy and Weisberg were directors of SubMicron from 1988 until
the Merger and Mr. Molinaro was a director of SubMicron from 1989 until
the Merger.

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<PAGE> 9
Mr. Booth has been a director of the Company since April 1997. Mr.
Booth has been President of Pacific Air Aviation, Inc., an air charter company
in Las Vegas, Nevada, since October 1993. From October 1992 to September 1993,
Mr. Booth was Chief Financial Officer of Arcadian Motor Carrier, Inc., a
nationwide trucking operation, and from September 1984 to October 1992, he was
Vice President of Finance for WestAir Commuter Airlines. Mr. Booth is a
Certified Public Accountant and has a B.S. degree in Business
Administration/Accounting from California State University, Chico.

Mr. Busis has been a director of the Company since April 1997. Since
1995, Mr. Busis has been a senior member of the law firm of Cozen and O'Connor.
From 1992 to 1995, Mr. Busis was a partner at the law firm of Wolf, Block,
Schorr and Solis-Cohen. Mr. Busis received a J.D. from the Harvard Law School
and an M.A. and B.A. from the University of Pennsylvania.

Mr. Traub has been a director of the Company since the acquisition of
Systems Chemistry Incorporated by the Company in 1995. Mr. Traub has been
President and Chief Executive Officer of Systems Chemistry since 1989 and was
Chairman of the Board of Systems Chemistry from 1993 until its acquisition by
the Company.

Mr. Gallagher has been a director of the Company since April 1997. Mr.
Gallagher participated in the founding of ValuJet Airlines, Inc. in July 1992
and has served as a director of ValuJet since its inception. He served as
ValuJet's President from its inception until June 1993 and as its Chief
Financial Officer until May 1994. Mr. Gallagher also served as Vice Chairman of
the Board of ValuJet from June 1993 until October 1996. In addition, since May
1992, Mr. Gallagher has been involved as an investor in various aviation related
and other companies. From May 1992 until March 1993, he served as a director of
Mesa Airlines, Inc., and from 1983 to August 1992, he served as an executive
officer and director of WestAir Holding, Inc., the parent of a regional airline
headquartered in Fresno, California. WestAir Holding, Inc. was acquired by Mesa
Airlines in May 1992. Mr. Gallagher has an M.B.A. from the University of
California at Berkeley.

Mr. Molinaro was Vice President, Chief Operating Officer and Secretary
of SubMicron from January 1989 until the Merger. He assumed these positions with
the Company upon consummation of the Merger and held such positions until
December 1995. As part of a reorganization of the Company's corporate structure,
in December 1995, Mr. Molinaro became the President of SubMicron, the Company's
principal operating subsidiary, in lieu of his positions with the Company. Mr.
Molinaro has served as a director of SubMicron since 1989 and as a director of
the Company since the Merger. During November and December 1988, Mr. Molinaro
served as a consultant to Dexon, Inc., a semiconductor equipment manufacturer,
and from June 1986 to November 1988, Mr. Molinaro served as Director of Research
and Development for Dexon. Mr. Molinaro has a B.S. degree in Mechanical
Engineering from Pennsylvania State University.

Mr. Ridings has been a director of the Company since its inception and
was a director of SubMicron from March 1993 until the Merger. Since March 1990,
Mr. Ridings has been a Managing Director for Alex. Brown & Sons. From June 1986
to March 1990, Mr. Ridings was a Managing Director for Drexel Burnham Lambert,
investment bankers. Mr. Ridings is also a director of Noodle Kidoodle, Inc., New
Valley Corporation, Norex Industries, Inc., Telemundo Group, Inc., Search
Capital Group, Inc. and TransCor Waste Services Inc. Mr. Ridings received

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<PAGE> 10
an M.B.A. from Cornell University.

Mr. Ferran became President, Chief Executive Officer and a director of
the Company in May 1997. Prior thereto, Mr. Ferran served as President and Chief
Executive Officer of Tylan General Corporation and its predecessor from 1984 and
as Chairman of its Board of Directors from February 1994 until February 1997,
when Tylan General was acquired. Mr. Ferran has a B.S. in Business
Administration from the University of New Hampshire.

Mr. Levy, the founder of SubMicron, was SubMicron's Chairman of the
Board, President and Chief Executive Officer from its inception in 1988 until
the Merger. He assumed these positions with the Company upon consummation of the
Merger. Mr. Levy remains Chairman of the Board and also served as President and
Chief Executive Officer of the Company until May 1997. In addition, Mr. Levy was
Treasurer of the Company from the Merger until December 1995. Prior to his
founding of SubMicron, Mr. Levy was Vice President--Automation Division of Dexon
from February 1988 to November 1988 and Vice President, Sales and Marketing of
Dexon, from November 1985 to February 1988. From 1983 to 1985, Mr. Levy was Vice
President of Sales and Marketing for Micro Air Systems and from 1978 to 1982, he
was head of the Manufacturing Systems and Procedures Group for Signetics
Corporation. Mr. Levy has a B.S. degree in Mechanical Engineering from Pontifica
Universidade Catolica and an MBA from John F. Kennedy University of Orinda,
California.

Mr. Weisberg was a director of SubMicron from its inception until the
Merger and became a director of the Company upon consummation of the Merger. Mr.
Weisberg was Vice President, Research and Engineering for Honeywell Inc. from
1980 until his retirement at the end of 1994. Prior to joining Honeywell, Mr.
Weisberg served as Director of Electronics and Physical Sciences in the Office
of the Secretary of Defense of the United States Department of Defense.
Previously, Mr. Weisberg was Vice President and Director of the Central Research
Laboratory of Itek Corporation and was Director of the Semiconductor Device
Research Laboratory of RCA Laboratories. Mr. Weisberg has a B.A. in Physics from
Clark University and an M.A. in Physics from Columbia University.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

During 1996, the Board of Directors held five formal meetings. The
Board has an Audit Committee and a Compensation Committee. The Audit Committee,
which held three formal meetings during 1996, reviews the Company's internal
controls and handles matters relating to the Company's independent auditors. The
Compensation Committee, which held one meeting during 1996, considers and
determines compensation issues involving the Company's executive officers and
oversees the compensation of other employees of the Company. The Compensation
Committee also administers the Company's Amended and Restated 1991 Stock Option
Plan, the 1993 Executive Stock Option Plan and the Employee Stock Purchase Plan.
Messrs. Weisberg and Ridings are currently the members of the Compensation
Committee, the Stock Option Committee and the Audit Committee. During 1996, the
Board established a Nominating Committee to assist the Board in finding
qualified individuals to serve as directors. The Nominating Committee will
review background information on candidates, make recommendations to the Board
regarding such candidates and review and make recommendations to the Board for
any candidates that may be

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<PAGE> 11
proposed by stockholders. Messrs. Levy, Weisberg and Ridings are members of the
Nominating Committee.

All directors, other than Mr. Molinaro, attended more than 75% of the
aggregate of the total number of meetings of the Board of Directors and meetings
held by all committees of the Board of Directors on which they served.

COMPENSATION OF DIRECTORS

Each director who is not an officer or employee of the Company or its
subsidiaries receives $1,500 for each meeting of the Board he attends. In
addition, under the Company's 1995 Stock Option Plan for Non-Employee Directors,
each non-employee director receives an option to purchase 5,000 shares of Common
Stock upon election to the Board and an annual grant of an option to purchase
3,000 shares of Common Stock on the day following the Company's Annual Meeting
of Stockholders (or on June 30 if the Annual Meeting has not been held by such
date). The exercise price for options granted under such Plan is the fair market
value of a share of Common Stock on date of grant. Such options generally become
exercisable eleven months after the date of grant and terminate five years from
the date of grant.

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<PAGE> 12
APPROVAL OF AMENDMENT TO EMPLOYEE STOCK PURCHASE PLAN

(ITEM 2 ON PROXY CARD)

At the 1995 annual meeting, the Company's stockholders approved the
Submicron Systems Corporation 1994 Employee Stock Purchase Plan (the "Stock
Purchase Plan"). The Stock Purchase Plan was adopted to provide employees of the
Company and its subsidiaries with a method of acquiring an equity interest in
the Company through the purchase of shares of Common Stock, at discounted
prices, using payroll deductions. As initially approved, the Stock Purchase Plan
provided for the issuance of up to 300,000 shares of Common Stock. As of the end
of 1996, 83,613 shares remained available for issuance for the Stock Purchase
Plan. Accordingly, the Board has approved and recommended that the Company's
shareholders approve an amendment to the Stock Purchase Plan to increase the
aggregate maximum number of shares subject tot he Stock Purchase Plan from
300,000 to 500,000 shares. Although the Stock Purchase Plan is an "employee
stock purchase plan" within the meaning of Section 423 of the Internal Revenue
Code of 1986 (the "Code"), the Stock Purchase Plan is not a "qualified deferred
compensation plan" under Section 401(a) of the Code and is not subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").

The material features of the Stock Purchase Plan are as follows:

- NUMBER OF SHARES. The aggregate maximum number of shares reserved for
issuance under the Stock Purchase Plan will be increased to 500,000 shares if
the amendment is approved, subject to adjustment upon the occurrence of stock
dividends, stock splits, recapitalization or certain other capital adjustments
that change the number of outstanding shares of Common Stock.

- ADMINISTRATION AND OPERATION. The Stock Purchase Plan is administered
by the Compensation Committee. No member of the Board who is eligible to
participate in the Stock Purchase Plan may be a member of that Committee. All
questions of interpretation or application of the Stock Purchase Plan are
determined by the Board of Directors, whose decisions are final and binding upon
all participants.

The Stock Purchase Plan has overlapping two-year offering periods that
begin each January 1 and July 1. Each offering period includes four six-month
purchase periods. Purchases under the Stock Purchase Plan are made each June 30
and December 31 at a purchase price per share of Common Stock equal to 85% of
the fair market value of a share of Common Stock on either the first day of the
applicable offering period or on the day of purchase, whichever is lower. In the
event the fair market value is lower on the date of purchase, the applicable
offering period will terminate on such purchase date, and a new offering period
will commence on the next day (January 1 or July 1, as the case may be). The
fair market value of the Common Stock is determined in relation to market price
in accordance with certain procedures set forth in the Stock Purchase Plan. No
fractional shares will be purchased, and any remaining cash will automatically
stay in the employee's account until the next purchase date (unless the employee
withdraws from the Stock Purchase Plan, in which case the cash will be returned
to the employee).

An eligible employee may authorize payroll deductions from 1% to 10% of
such employee's compensation (subject to a lower limit as may be established by
the Stock Purchase Plan Committee).

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<PAGE> 13
At the end of each six-month purchase period, the deductions are applied to the
purchase of Common Stock.

All funds received are held by the Company under the Stock Purchase
Plan, are general assets of the Company, free of any trust or other restriction,
and may be used for any corporate purpose. No interest on such funds will be
credited to or paid to any participant under the Stock Purchase Plan.

- ELIGIBILITY. Any regular employee of the Company and its
participating subsidiaries whose customary employment is at least 20 hours per
week and more than five months per year is eligible to participate in the Stock
Purchase Plan, beginning with the first offering period following the six-month
anniversary of such employee's date of hire. As of May 31, 1997, approximately
600 employees would have been eligible to participate in the Stock Purchase
Plan.

- LIMITATIONS ON PARTICIPATION AND AMOUNT PURCHASED. No employee may
participate in the Stock Purchase Plan to the extent that such employee would be
entitled to purchase more than $25,000 in fair market value of Common Stock
under all employee stock purchase plans of the Company in any calendar year. The
maximum number of shares any participant may purchase during any six-month
purchase period is determined by dividing $12,500 by the fair market value of a
share of Common Stock on the first day of the purchase period. In addition, no
employee may participate in the Stock Purchase Plan to the extent that such
employee would own stock possessing 5% or more of the total combined voting
power or value of all classes of stock of the Company, after giving effect to
such purchase.

- PAYMENT. An employee pays for the shares purchased under the Stock
Purchase Plan by making contributions through payroll deductions of up to 10%
(or such lower percentage as may be set by the Board of Directors or the Stock
Purchase Plan Committee), but not less than 1% of an employee's compensation,
subject to the limits described above. Employees may not make cash contributions
to the Stock Purchase Plan in addition to their payroll deductions. The employee
must be employed on the purchase date to purchase shares of Common Stock, and if
employment terminates for any reason, including retirement or death, the
employee will be withdrawn from the Stock Purchase Plan immediately and the
payroll deductions credited to the employee's account will be returned to the
employee, without interest.

- INCREASING AND DECREASING DEDUCTIONS; WITHDRAWAL; RESTRICTION ON
TRANSFERABILITY. An employee may decrease, but not increase, the rate of payroll
deductions at any time during an offering period by submitting a new
subscription agreement. The employee may increase the rate of payroll deductions
for upcoming offering periods only during the two-week period before the start
of a new purchase period. The number of times the employee may change such
deductions may be limited, however, by the Board of Directors or the Stock
Purchase Plan Committee. An employee may withdraw from the Stock Purchase Plan
at any time by completing a notice of withdrawal and submitting it to the
Company prior to the end of a purchase period. The employee's rights to purchase
shares under the Stock Purchase Plan are not transferable.

-11-
<PAGE> 14
- TREATMENT OF SHARES PURCHASED. The shares purchased by an employee
under the Stock Purchase Plan will be held in an investment account, with the
employee having the right at any time to withdraw all or any portion of the
shares credited to the employee's account by giving written notice to the
Company. If, however, the shares remain in the employee's investment account,
any cash dividends paid with respect to the shares will be retained and used to
purchase additional shares under the Stock Purchase Plan, subject to the
provisions and limitations of the Stock Purchase Plan.

- AMENDMENTS TO AND TERMINATION OF THE PLAN. Subject to the provisions
of the Stock Purchase Plan, the Board of Directors may amend or terminate the
Stock Purchase Plan, except that certain amendments, such as increasing the
number of shares subject to the Stock Purchase Plan, require approval of the
Company's stockholders. Unless earlier terminated, the Stock Purchase Plan will
continue in effect until December 31, 2004.

- FEDERAL INCOME TAX ASPECTS. The ability of employees to purchase
stock under a stock purchase plan is treated as a type of stock option right,
where the option is viewed as granted at the beginning of an offering period,
and where the exercise of the option occurs on the date the stock is purchased
under the terms of the Stock Purchase Plan. The federal income tax consequences
of the grant and exercise of stock options under an employee stock purchase plan
(as defined in Section 423 of the Code) and the subsequent disposition of shares
acquired under such options are summarized below.

The employee is not taxed at the time of the grant of stock options or
when shares are purchased pursuant to the exercise of the options under the
Stock Purchase Plan.

Upon the sale of shares acquired under the Stock Purchase Plan, any
gain up to the 15% discount on the purchase price is taxable as ordinary
compensation income, and any further gain will be taxable as a long-term capital
gain and any loss will be treated as a long-term capital loss, provided that
such shares are not sold within two years of the beginning of the offering
period during which the shares were purchased nor within one year from the date
such shares were purchased.

If the holding period requirements for such shares are not satisfied,
the difference between the price paid by the employee and the market value of
the shares on the date of purchase is taxable as ordinary income in the year of
the disposition and the difference between the amount received by the employee
on the disposition of the shares and the market value of the shares as the date
of purchase is treated as a capital gain or loss (long-term capital gain or loss
if the shares have been held more than one year).

In addition, if the holding period requirements are not met, the
Company will be entitled to a tax deduction equal to the difference between the
price paid by the employee and the market value of the shares at the date of
purchase. If the holding period requirements are met, the Company will not be
entitled to such a deduction.

-12-
<PAGE> 15
- STOCK PURCHASE PLAN BENEFITS. The proposed amendment would not change
the benefits available under the Stock Purchase Plan as now in effect. The
number of shares of Common Stock which would be purchased during the Company's
1997 fiscal year is not determinable because purchase prices will not be set
until the end of each offering period and the level of participation may
fluctuate during the course of the year. Two of the Named Executives, Messrs.
Levy and Molinaro, are not eligible to participate in the Stock Purchase Plan
because they each own shares of Common Stock representing more than 5% of the
voting power of the Common Stock.

During 1996, the other two Named Executives, Messrs. Holmes and Hajjar,
participated in the Stock Purchase Plan and purchased 822 and 3,949 shares of
Common Stock, respectively, with an aggregate dollar difference between the
purchase price and the Fair Market Value of the shares ("Aggregate Dollar
Difference") of $2.13 for each share purchased. The Company has no executive
officers other than the Named Executives. Nonexecutive officer employees
(approximately 250 persons) purchased 140,959 shares of Common Stock having
an Aggregate Dollar Difference of $1.64 for each share purchased. Nonemployee
directors are not entitled to participate in the Stock Purchase Plan.

The affirmative vote of a majority of the votes cast at the meeting in
person or by proxy is required to approve the amendment. THE BOARD OF DIRECTORS
RECOMMENDS VOTING "FOR" APPROVAL OF THE AMENDMENT TO THE STOCK PURCHASE PLAN.

APPROVAL OF AMENDMENTS TO THE COMPANY'S 1991 AMENDED
AND RESTATED STOCK OPTION PLAN

(ITEM 3 ON PROXY CARD)

The Company's 1991 Amended and Restated Stock Option Plan (the "Stock
Option Plan") was adopted to recognize the contributions made to the Company and
its affiliates by their respective employees, directors, consultants and
advisors, to provide those individuals with additional incentive to devote
themselves to the future success of the Company and to improve the ability of
the Company to attract, retain and motivate individuals upon whom the sustained
growth and financial success of the Company depends. The Stock Option Plan
provides for the grant of options ("Options") to purchase shares of Common
Stock. At the 1995 annual meeting, the stockholders approved certain amendments
to the Stock Option Plan including an increase in the aggregate maximum number
of shares of Common Stock for which Options may be granted to 1,500,000 shares.
As of May 30, 1997, there were no further shares available for grant pursuant
to the Stock Option Plan. Accordingly, the Board of Directors has approved and
recommends that the Company's stockholders approve an amendment to the Stock
Option Plan to increase the aggregate maximum number of shares of Common Stock
for which Options may be granted from 1,500,000 to 4,000,000 shares which, if
the amendments are approved, will include an option to purchase 1,000,000
shares as described below. The closing sale price for a share of Common Stock
on June __, 1997 was $____ as reported by the Nasdaq National Market.

The proposed amendments to the Stock Option Plan also increase the
aggregate maximum number of shares of Common Stock for which Options may be
granted to any participant in any fiscal year (the "Individual Limit") from
500,000 shares to 1,000,000 shares. The Individual Limit is designed to address
provisions in the Code which provide that publicly-held corporations may not
generally deduct compensation for the Chief Executive Officer and certain other
executive officers to the extent that such compensation exceeds $1,000,000 in a
fiscal year for any of such executives (the "Million Dollar Cap"). Compensation
which is "performance based," however, is not counted as part of the Million
Dollar Cap. In connection with the employment of David Ferran as the Company's
new President and Chief Executive Officer, the Board of Directors granted Mr.
Ferran an option to purchase 1,000,000 shares of Common Stock at the fair market
value of the Common Stock on the date of grant. The proposed increase in the
Individual Limit, if approved by the Stockholders, is intended to permit income
attributable to such Options to be treated as "performance-based" compensation
and, therefore, exempt from the Million Dollar Cap. In the event the amendments
are not approved by the stockholders, Mr. Ferran's option will be outside of the
Stock Option Plan and subject to the Million Dollar Cap.

Grants under the Plan currently may be transferred, other than by will
or the laws of descent and distribution, only pursuant to a "qualified domestic
relations order" within the meaning of the Code and the Employee Retirement
Income Security Act of 1974 ("ERISA"). If the amendments are approved, option
grants may also permit the transfer of Options to the optionee's spouse,
children or grandchildren or to a trust created solely for the benefit of the
optionee and the foregoing persons.

The key provisions of the Stock Option Plan, as proposed to be amended,
are as follows:

- NUMBER OF SHARES. The aggregate maximum number of shares that may be
issued under the Stock Option Plan will be increased to 4,000,000 if the
amendment is approved, subject

-13-
<PAGE> 16
to adjustment upon the occurrence of a stock dividend, stock split,
recapitalization or certain other capital adjustments. If any shares subject to
any Option are forfeited, or an Option is terminated without issuance of shares,
the shares subject to such Option will again be available for grant pursuant to
the Stock Option Plan.

- ADMINISTRATION. The Stock Option Plan is administered by a committee
(the "Committee") designated by the Board of Directors; provided, however, the
Board may designate two committees to administer the Stock Option Plan, one of
such committees to administer the Plan with respect to each person who is an
officer of the Company or an affiliate within the meaning of the rules
promulgated under the Securities Exchange Act of 1934 (the "Exchange Act") and
the other committee to be comprised of directors (which may include directors
who are also employees of the Company) to administer the Plan with respect to
all other persons.

- ELIGIBILITY. All employees and directors of the Company and its
subsidiaries and consultants and advisors to the Company and its subsidiaries
are eligible to receive Options. As of May 31, 1997, there were approximately
640 eligible employees. Consultants and advisors must have rendered bona fide
services, and such services must not be in connection with a capital raising
transaction.

- TERM OF STOCK OPTION PLAN. No Options may be granted under the Stock
Option Plan after June 9, 2001.

- OPTIONS. Options granted under the Stock Option Plan may be either
incentive stock options ("ISOs") or non-qualified stock options. ISOs are
intended to qualify as "incentive stock options" within the meaning of Section
422 of the Code. Unless an Option is specifically designated at the time of
grant as an ISO, the Option will be non-qualified. Options are not transferrable
by the optionee except by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order. If the amendments are
approved, Options to purchase more than 1,000,000 shares (rather than 500,000
shares) may not be issued to any participant in any fiscal year.

- EXERCISE PRICE. The exercise price of Options will be determined by
the Committee, provided that the exercise price of an ISO will be at least 100%
of the fair market value of a share of Common Stock on the date the Option is
granted, or at least 110% of the fair market value of a share of Common Stock on
the date an ISO is granted if the recipient owns, directly or by attribution
under Section 424(d) of the Code, shares possessing more than 10% of the total
combined voting of all classes of stock of the Company. The term of each Option
is fixed by the Committee. The aggregate fair market value, determined as of the
time of grant, of the shares of Common Stock with respect to which an ISO is
exercisable for the first time by the recipient during any calendar year (under
all incentive stock option plans of the Company or an affiliate) may not exceed
$100,000.

- TERMINATION OF OPTIONS. All Options terminate on the earliest of: (a)
the expiration of the term specified in the Option, which may not exceed ten
years from the date of grant; (b) the expiration of three months from the date
an optionee's employment or service with the Company or its subsidiaries
terminates for any reason other than disability, death or as set forth in
clauses (d) and (e) below; (c) the expiration of one year from the date an
optionee's employment or service with the Company or its subsidiaries terminates
by reason of disability or death; (d) the date on which a

-14-

<PAGE> 17
determination is made by the Committee that the optionee has breached his or her
employment or service contract with the Company or its subsidiaries, has been
engaged in any sort of disloyalty to the Company or its subsidiaries or has
disclosed trade secrets or confidential information of the Company or its
subsidiaries; or (e) the date set by the Committee to be an accelerated
expiration date in the event of a Change of Control (as defined below). The
Committee, in its discretion, may provide for additional limitations on the
terms of any Option.

- TRANSFERS. No Option granted under the Stock Option Plan may be
transferred, except by will or the laws of descent and distribution, other than
pursuant to a "qualified domestic relations order," within the meaning of the
Code and ERISA. In addition, if the amendments are approved, option grants may
permit the transfer of an Option to the optionee's spouse, children or
grandchildren or a trust created solely for the benefit of the optionee and the
foregoing persons.

- PAYMENT. An optionee may pay for shares covered by an Option in cash,
certified check, payment through a broker in accordance with Regulation T of the
Federal Reserve Board or by such other mode of payment as the Committee may
approve, including payment in whole or in part in shares of Common Stock held by
the optionee for at least six months.

- PROVISIONS RELATING TO A CHANGE OF CONTROL. Upon the occurrence of a
Change of Control, all Options become immediately exercisable, and the Committee
may take whatever action with respect to Options outstanding as it deems
necessary or desirable, including acceleration of the expiration or termination
date of the date of the Options.

A Change of Control will occur upon requisite approval by stockholders
(or, if such approval is not required, by the Company's Board of Directors) of a
plan of liquidation or dissolution or the sale of substantially all of the
assets of the Company. Subject to certain exceptions, a Change of Control will
also occur upon requisite approval by the Company's and the other constituent
corporation's stockholders (or, if such approval is not required, by the
Company's Board of Directors) of the merger or consolidation of the Company with
or into such other constituent corporation. In addition, a Change of Control
will occur if certain entities, persons or groups specified in the Stock Option
Plan have become beneficial owners of or have obtained voting control over more
than 30% of the outstanding shares of Common Stock or the first date upon which
a majority of the Company's Board of Directors consists of persons who have been
members of the Board of Directors for less than two years, unless the nomination
for election of each new director who was not a director at the beginning of
such period was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of such period.

- AMENDMENTS. The Board of Directors may amend the Stock Option Plan
from time to time in such manner as it may deem advisable. Nevertheless, the
Board of Directors may not, without obtaining stockholder approval within 12
months before or after such action, change the class of individuals eligible to
receive an ISO or increase the maximum number of shares for which Options may be
granted or make any other change or amendment as to which stockholder approval
is required in order to satisfy the conditions set forth in the rules
promulgated under the Exchange Act.

- FEDERAL INCOME TAX CONSEQUENCES. The following discussion is a
summary of certain federal income tax consequences of the issuance of Options
and the acquisition of shares of Common Stock by exercising Options under the
Stock Option Plan and does not present a complete analysis of all federal tax
consequences which may be relevant to any particular recipient. It also does not
purport to discuss state or local income tax laws.

A recipient of an ISO will not recognize taxable income upon either the
grant or exercise of

-15-
<PAGE> 18
an ISO. The optionee will recognize long-term capital gain or loss on a
disposition of the shares acquired upon exercise of an ISO, provided the
optionee does not dispose of those shares within two years from the date the ISO
was granted or within one year after the shares were transferred to such
optionee. Currently, for regular federal income tax purposes, long-term capital
gain is taxed at a maximum rate of 28%, while ordinary income may be subject to
a maximum rate of 39.6%. If the optionee satisfies both of the foregoing holding
periods, the Company will not be allowed a deduction by reason of the grant or
exercise of an ISO.

As a general rule, if the optionee disposes of the shares before
satisfying both holding period requirements (a "disqualifying disposition"), the
gain recognized by the optionee on the disqualifying disposition will be taxed
as ordinary income to the extent of the difference between (a) the lesser of the
fair market value of the shares on the date of exercise or the amount received
for the shares in the disqualifying disposition, and (b) the adjusted basis of
the shares, and the Company will be entitled to a deduction in that amount. The
gain (if any) in excess of the amount recognized as ordinary income on a
disqualifying disposition will be long-term or short-term capital gain,
depending on the length of time the optionee held the shares prior to the
disposition.

The amount by which the fair market value of a share at the time of
exercise exceeds the option price will be included in the computation of such
optionee's "alternative minimum taxable income" in the year the optionee
exercises the ISO. Currently, the alternative minimum tax is imposed at the rate
of 26% or 28%. If an optionee pays alternative minimum tax with respect to the
exercise of an ISO, the amount of such tax paid will be allowed as a credit
against regular tax liability in subsequent years.

A recipient of a non-qualified stock option will not recognize taxable
income at the time of grant, and the Company will not be allowed a deduction by
reason of the grant. Such an optionee will recognize ordinary income in the year
in which the non-qualified stock option is exercised, in an amount equal to the
excess of the fair market value of the shares at the time of exercise over the
exercise price of the Option, and the Company will be allowed a deduction in
that amount. Upon disposition of the shares, an optionee will recognize
long-term or short-term capital gain or loss, depending upon the length of time
the shares were held prior to disposition, equal to the difference between the
amount realized on disposition and the optionee's basis in the shares (which
basis ordinarily is the fair market value of the shares on the date the Option
was exercised).

- STOCK OPTION PLAN BENEFITS. The Stock Option Plan as proposed to be
amended would not change the benefits available under the Stock Option Plan as
now in effect. The number of Options which may be granted for 1997 under the
Stock Option Plan is at the discretion of the Committee and not determinable.
For 1996, information regarding the grants of Options to the Named Executives is
set forth under the caption "Executive Compensation--Stock Option Grants." The
Named Executives are the only executive officers of the Company. Nonemployee
directors received no Options under the Stock Option Plan during 1996, and 133
nonexecutive officer employees of the Company received Options to purchase an
aggregate of approximately 890,000 shares of Common Stock at prices ranging
from $5.00 to $11.25.

-16-
<PAGE> 19
The affirmative vote of a majority of the votes cast at the meeting in
person or by proxy is required to approve the amendment. THE BOARD OF DIRECTORS
RECOMMENDS VOTING "FOR" APPROVAL OF THE AMENDMENT TO THE STOCK OPTION PLAN.

AMENDMENT OF CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF PREFERRED STOCK

(ITEM 4 ON PROXY CARD)

Article FOURTH of the Company's Certificate of Incorporation, as
amended, currently fixes the authorized capital of the Company at 100,000,000
shares of Common Stock and 5,000 shares of Preferred Stock. The authorized
Preferred Stock is "blank check" Preferred Stock which, subject to applicable
law and any stock exchange or Nasdaq requirements, may be issued with such
designations, rights and preferences as may be determined from time to time by
the Company's Board of Directors, without further stockholder approval. The
Board of Directors believes that such blank check Preferred Stock is a common
feature of many public companies and provides flexibility in efforts to raise
additional capital and other corporate purposes. Of the currently authorized
5,000 shares of Preferred Stock, as of April 30, there were issued and
outstanding 1,302.85 shares of Series A Preferred Stock, and there remained
available for issuance 3,697.15 shares of Preferred Stock, with such
designations, preferences and rights as the Board of Directors may determine
from time to time.

If the amendment is approved by the stockholders, the first paragraph
of Article FOURTH would be amended to read as follows:

FOURTH (a) The Corporation shall be authorized to issue the following
shares:

<TABLE>
<CAPTION>
Class Number of Shares Par Value
----- ---------------- ---------
<S> <C> <C>
COMMON 100,000,000 .0001
PREFERRED 1,000,000 .01
</TABLE>

While the Company does not have any commitments or understanding at
this time for the issuance of any additional shares of Preferred Stock, the
Board believes that it is desirable to have the additional shares available for
possible future use for financing, acquisitions or other purposes not now
foreseeable. The authorization of additional shares of Preferred Stock would
not, by itself, have any effect on the rights of the holders of the outstanding
Common Stock or Series A Preferred Stock. The issuance of additional shares
authorized by the amendment may, among other things, have a dilutive effect on
earnings per share and on the equity and voting power of those holding shares of
the Company's stock at the time of issuance. In addition, the increase in
authorized shares could, under certain circumstances, have an anti-takeover
effect by, for example, allowing issuance of shares that would dilute the stock
ownership of a person seeking to effect a change in the composition of the Board
or contemplating a tender offer or other transaction for the combination of the
Company with another company. However, this proposal is not being made in
response to any effort of which the Company is aware to accumulate the Common
Stock or obtain control of the Company.

-17-
<PAGE> 20
The affirmative vote of a majority of all votes eligible to be cast at
the meeting is required for approval of the amendment. THE BOARD OF DIRECTORS
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" APPROVAL OF THE AMENDMENT TO THE
CERTIFICATE OF INCORPORATION.

PROPOSAL TO APPROVE THE CONVERTIBILITY FEATURE
OF THE COMPANY'S 8% SUBORDINATED CONVERTIBLE NOTES
DUE MARCH 26, 2002

(ITEM 5 ON PROXY CARD)

Effective March 26, 1997, in a negotiated transaction, the Company
issued and sold $8,692,028 principal amount of its 8% Convertible Subordinated
Notes due March 26, 2002 (the "Notes") and 1,302.85 shares of its Series A
Convertible Non-Redeemable Preferred Stock (the "Preferred Stock"), in
retirement of $18,350,000 principal amount of the Company's 9% Convertible
Subordinated Notes due December 1997 (the "9% Notes") and associated warrants
held by such persons. The Board of Directors believes it was in the Company's
best interests to consummate the transaction, the result of which substantially
reduced the annual cash interest payments required to be made by the Company
(approximately $1.7 million annual interest payment on the 9% Notes compared to
approximately $754,000 annual interest payment on the Notes); reduced the
non-cash amortization charges related to the discount on the 9% Notes and
deferred debt issuance costs; and substantially reduced the short-term
indebtedness of the Company.

The Preferred Stock is convertible on a 2,000-for-1 basis into
2,605,700 shares of Common Stock (an equivalent of $3.70 per share of Common
Stock at the time of issuance, a premium to the fair market value of the Common
Stock at such time). Until converted, the Preferred Stock is entitled to vote
with the Common Stock and is entitled to one vote for each share of Common Stock
into which such share or fraction of a share of Preferred Stock is convertible.

The Notes are not currently convertible. By their terms, the Notes will
become convertible into Common Stock only at such time as the Company's
stockholders approve their convertibility. If approved, the Notes will be
convertible at $3.70 per share into approximately 2,349,000 shares of Common
Stock (which conversion price also represented a premium to the fair market
value of the Common Stock at the time of the issuance of the Notes). The
conversion price of the Notes is subject to certain standard adjustments, such
as upon changes in capitalization and, on a weighted average basis, certain
issuances below the then applicable conversion price. In addition, the
conversion price of the Notes will be adjusted in March 1999, if the fair market
value of the Common Stock at such time is below the then applicable conversion
price, to the greater of the then fair market value of a share of Common Stock
and $2.50.

The Common Stock is listed on the NASDAQ National Market, and as such
is subject to the rules and regulations of the National Association of
Securities Dealers, Inc. (the "NASD") applicable to the Nasdaq National Market.
The NASD has a rule for Nasdaq National Market companies requiring stockholder
approval for the sale by the Company of shares of Common Stock (or securities
convertible into or exercisable for Common Stock) equal to 20% or more of the
voting power of all shares of the Company if the sale price is less than the
greater of the book value or

-18-
<PAGE> 21
market value of the stock. Since the aggregate number of shares underlying the
Notes together with the Common Stock underlying the Preferred Stock exceeds 20%
of the approximately 17 million shares of Common Stock outstanding at the time
of issuance of the securities, and the conversion price of the Notes, when
adjusted in 1999, could be less then the fair market value of the Common Stock
on the date of issuance (but not less than the fair market value at the time of
such adjustment), the Board of Directors believes it is necessary and desirable
for the Company at this meeting to obtain stockholder approval to the
convertibility feature of the Notes.

If the stockholders approve this proposal, the Notes will be
become convertible at any time thereafter into Common Stock at the then
applicable conversion price, and the Company has agreed to cause such Common
Stock to be saleable in the open market, subject to certain limitations.
Therefore, if the convertibility feature of the Notes is approved, the issuance
of the Common Stock underlying the Notes upon any conversion could under certain
circumstances have adverse effects on existing stockholders, including the
following: (i) substantial dilution to the equity and voting power of current
stockholders; and (ii) an adverse effect on the market price of the Common Stock
if large blocks of Common Stock underlying the Notes and Preferred Stock are
sold in the open market.

If the stockholders of the Company do not approve the convertibility
feature of the Notes on or before January 31, 1998, there will be an Event of
Default under the terms of the Notes, and the holders of the Notes shall have
the right to cause the then outstanding principal balance plus accrued interest
to become immediately due and payable, subject to the subordination rights in
favor of the Company's principal lending institutions, and the interest rate
will increase from 8% to 10%. The Board of Directors believes that such
consequence could have a material adverse effect on the Company and therefore
believes it is in the best interests of the Company and its stockholders for the
stockholders to approve the convertibility feature of the Notes. In addition,
if the convertibility feature of the Notes is approved, any Notes so converted
will reduce the Company's indebtedness and interest expense.

The affirmative vote of the majority of the votes cast in the meeting
in person or by proxy is required to approve the above proposal. THE BOARD OF
DIRECTORS RECOMMENDS VOTING "FOR" APPROVAL OF THE CONVERTIBILITY FEATURE OF THE
NOTES.

RATIFICATION OF THE APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS

(ITEM 6 ON PROXY CARD)

As previously reported, on December 18, 1996, the Company and Arthur
Andersen LLP ("Andersen"), its previous independent public accounts, mutually
agreed to terminate their relationship. Andersen audited the Company's financial
statements for fiscal 1994 and 1995. The report of Andersen on the Company's
consolidated financial statements for fiscal 1994 and 1995 did not contain an
adverse opinion or a disclaimer of opinion and was not qualified or modified as
to uncertainty, audit scope or accounting. The mutual decision of the Company
and Andersen to terminate the relationship with Andersen as the Company's
independent public accountants was approved by the Audit Committee of the
Company's Board of Directors and unanimously approved by the Board of Directors.

-19-
<PAGE> 22
During the audit of the 1995 consolidated financial statements of the
Company, there was a matter of discussion and disagreement which, if not
resolved to the satisfaction of Andersen, would have caused it to make reference
to the subject matter in its report. Such matter concerned the recognition of
revenue on certain "bill and hold" transactions with customers, including the
original reporting of certain revenues in the 1995 third quarter. This matter
was resolved to the satisfaction of Andersen and the 1995 third quarter
financial statements were restated for this matter. Management of the Company,
including the Chairman and Chief Executive Officer and the Chief Financial
Officer, discussed this matter with Andersen. The Audit Committee of the Board
of Directors also discussed this matter with Andersen. The Company has
authorized Andersen to respond fully to the inquiries of any successor
accountant concerning the subject matter of its disagreement with Andersen.

On December 18, 1996, the Company determined to engage Ernst & Young
LLP ("Ernst & Young") as its new independent accountant to audit its
consolidated financial statements for fiscal 1996. Prior to determining to
engage Ernst & Young, the Company had not consulted Ernst & Young on any
accounting matters during the two most recent fiscal years or any subsequent
interim period.

Subject to stockholder ratification, the Board of Directors, upon
recommendation of the Audit Committee, has reappointed Ernst & Young LLP to
serve as the Company's independent public accountants for the current fiscal
year. If the stockholders do not ratify this appointment by the affirmative vote
of a majority of the votes cast at the meeting, other independent public
accountants will be considered by the Board upon recommendation of the Audit
Committee.

A representative of Ernst & Young LLP is expected to be present at the
meeting. Such representative will have the opportunity to make a statement if he
desires to do so and will be available to respond to appropriate questions.

The affirmative vote of a majority of votes cast at the meeting in
person or by proxy is required to ratify the appointment of Ernest & Young LLP.
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" RATIFICATION OF THE APPOINTMENT
OF ERNST & YOUNG.

-20-
<PAGE> 23
EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth the cash compensation paid by the
Company as well as certain other compensation paid or accrued during fiscal
1994, 1995 and 1996 to David F. Levy, the Company's Chief Executive Officer, and
to each of the Company's three other executive officers during 1996
(collectively, the "Named Executives"):

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION

--------------------------------------------------------
NAME AND OTHER ANNUAL
PRINCIPAL POSITION FISCAL SALARY BONUS COMPENSATION
YEAR ($) ($) ($) (1)
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
David F. Levy, 1996 360,000 34,000 47,617(2)
Chairman of the 1995 340,000 46,320 ____
Board, President 1994 300,000 ____ ____
and Chief
Executive Officer
- --------------------------------------------------------------------------------------------------
R. G. Holmes, 1996 150,000 ____ 23,894(2)
Chief Financial 1995 75,000(3) ____ ____
Officer and
Treasurer
- --------------------------------------------------------------------------------------------------
Daniel G. Hajjar, 1996 150,000 15,000 ____
Chief Operating 1995 150,000 ____ ____
Officer
- --------------------------------------------------------------------------------------------------
James S. 1996 340,000 34,000 ____
Molinaro, 1995 340,000 46,320 ____
President, 1994 300,000 ____ ____
SubMicron
==================================================================================================
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
LONG-TERM
COMPENSATION
---------------------------
NAME AND ALL OTHER
PRINCIPAL POSITION AWARDS COMPENSATION
--------------------------- ($)
OPTIONS (#)
- --------------------------------------------------------------------------------
<S> <C> <C>
David F. Levy, 73,000 ____
Chairman of the 55,000 ____
Board, President ____ ____
and Chief
Executive Officer
- --------------------------------------------------------------------------------
R. G. Holmes, 20,000 ____
Chief Financial 20,000 ____
Officer and
Treasurer
- --------------------------------------------------------------------------------
Daniel G. Hajjar, 36,500 ____
Chief Operating 40,000 ____
Officer
- --------------------------------------------------------------------------------
James S. 25,000 ____
Molinaro, 45,000 ____
President, ____ ____
SubMicron
================================================================================
</TABLE>
- --------------------------

(1) Except as noted below, none of the Named Executives received any other
annual compensation not categorized as salary or bonus except for
perquisites and other personal benefits which in the aggregate did not
exceed the lesser of $50,000 or 10% of the total annual salary and
bonus reported for such Named Executive.
(2) Includes automobile reimbursement of $24,042 and $23,894 for Messrs.
Levy and Holmes, respectively.
(3) Mr. Holmes joined the Company in June 1995.

-21-
<PAGE> 24
STOCK OPTION GRANTS

The following table contains information concerning grants of stock
options under the Stock Option Plan to the Chief Executive Officer and to each
of the other Named Executives during 1996. The Company does not have any plan
pursuant to which stock appreciation rights ("SARs") may be granted.

OPTION GRANTS IN 1996

<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for Option
Individual Grants Term (1)
----------------------------------------------------------------------- ------------------------------
Number of
Securities % of Total
Underlying Options Granted
Options to Employees in Exercise Price Expiration
Name Granted(#)(2) 1996 ($/Sh) Date 5% 10%
- ---------------- ------------- ------------------ --------------- ------------ -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
David F. Levy 50,000 4.8 8.875 3/14/06 279,250 707,250
23,000 2.2 8.50 3/25/06 123,050 311,650

R.G. Holmes 20,000 1.9 9.625 1/30/06 121,100 306,700

Daniel G. Hajjar 25,000 2.4 9.625 1/30/06 151,375 383,375
11,500 1.1 8.50 3/25/06 61,525 155,825

James S. Molinaro 25,000 2.4 9.625 1/30/06 151,375 383,375
</TABLE>

- --------------------

(1) Illustrates the value that might be realized upon exercise of options
immediately prior to the expiration of their term, assuming specified
compounded rates of appreciation on the Common Stock over the term of
the options. Assumed rates of appreciation are not necessarily
indicative of future stock performance.
(2) All options granted vest on the first anniversary of their date of
grant.

-22-
<PAGE> 25
STOCK OPTION EXERCISES AND HOLDINGS

The following table sets forth certain information regarding the stock
options exercised by each of the Named Executives during 1996 and the value of
options held by each of the Named Executives at December 31, 1996.

AGGREGATED OPTION EXERCISES IN 1996
AND OPTION VALUES AT DECEMBER 31, 1996

<TABLE>
<CAPTION>
=============================================================

SHARES VALUE
ACQUIRED ON REALIZED
NAME EXERCISE (#) ($)
- -------------------------------------------------------------
<S> <C> <C>
David F. Levy ____ ____
- -------------------------------------------------------------
R. G. Holmes ____ ____
- -------------------------------------------------------------
Daniel G. Hajjar ____ ____
- -------------------------------------------------------------
James S. ____ ____
Molinaro
=============================================================
</TABLE>

<TABLE>
<CAPTION>
=================================================================================================================
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
DECEMBER 31, 1996 (#) AT DECEMBER 31, 1996 ($)(1)
----------------------------------------------------------------------------------------

NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
David F. Levy 323,125 73,000 ____ ____
- -----------------------------------------------------------------------------------------------------------------
R. G. Holmes 5,000 35,000 ____ ____
- -----------------------------------------------------------------------------------------------------------------
Daniel G. Hajjar 35,000 49,000 ____ ____
- -----------------------------------------------------------------------------------------------------------------
James S. 313,125 25,000 ____ ____
Molinaro
=================================================================================================================
</TABLE>

(1) None of the Named Executives had outstanding options as of December 31,
1996 with an exercise price below $4.125, the last sale price of the
Common Stock on the Nasdaq National Market on December 31, 1996.

EMPLOYMENT CONTRACTS

James S. Molinaro has entered into an employment agreement with the
Company which initially provided for a base salary of $265,200, which base
salary may be increased or decreased from time to time in the sole discretion
of the Company's Board. In no event, however, may such base salary be less than
$240,000 per annum. For fiscal 1996, the base salary of Mr. Molinaro was fixed
at $340,000. The employment agreement has an initial five-year term expiring in
August 1998 that is automatically renewable at the end of such term for an
additional year and each year thereafter unless either party to the agreement
gives notice of nonrenewal. In addition, Mr. Molinaro is eligible to
participate in any bonus or profit sharing plan adopted by the Company and will
be afforded the use of a leased automobile, inclusive of maintenance and
insurance costs, during the term of his employment.

In the event the Company should terminate the employment of Mr.
Molinaro without cause or if Mr. Molinaro should terminate his employment
because of a material breach by the Company of his employment agreement, Mr.
Molinaro

-23-
<PAGE> 26
will be entitled to receive a severance benefit equal to his then annual base
salary for a period of three years. However, if such termination follows a
merger or sale of all or substantially all of the Company's assets, Mr.
Molinaro will be entitled to receive a severance benefit equal to his then
annual base salary for a period of five years.

In May 1997, David F. Levy stepped down as President and Chief
Executive Officer of the Company. In connection therewith, in lieu of his
previous employment agreement (which was substantially similar to Mr.
Molinaro's agreement), Mr. Levy is entering into a new agreement which will
generally provide for Mr. Levy to be paid specified amounts until May 2000.

David J. Ferran has entered into an Employment Agreement with the
Company which provides for him to earn a base salary of $333,333, which base
salary may be increased or decreased from time to time, but not to less than
$333,333. The Employment Agreement has no specific termination; provided,
however, in the event the Company terminates Mr. Ferran's employment without
"cause" or if he should terminate his employment because of "good reason" (each
as defined in the Agreement), Mr. Ferran shall be entitled to receive a lump sum
payment equal to the greater of (i) the amount, if any, by which $1,000,000
exceeds the total amount paid to Mr. Ferran in base salary under this Agreement
and (ii) the sum of his salary for 18 months at the rate in effect immediately
prior to such termination and an amount equal to the bonus actually paid to Mr.
Ferran for the preceding fiscal year. If such termination follows a "change in
control" (as defined in the Agreement), Mr. Ferran shall be entitled to the
amount set forth above plus certain additional amounts.

STOCK PERFORMANCE GRAPH

The following graph compares the yearly percentage change in the
cumulative total stockholder return on the Common Stock during the five-year
period ended December 31, 1996, the cumulative total return on the CRSP Total
Return Index for The Nasdaq National Market (US Companies) and the H&Q
Technology Index during such period. The comparison assumes $100 was invested at
the beginning of such period in Common Stock and in each of the foregoing
indices and assumes the reinvestment of any dividends. Prior to the Merger on
August 31, 1993, the Common Stock was traded in the over-the-counter market on
the Nasdaq Small-Cap System under the symbol TICO. Since September 1, 1993, the
Common Stock has been traded under the symbol SUBM. From September 1, 1993 to
December 20, 1993, the Common Stock was traded on the Nasdaq Small-Cap System,
and since December 21, 1993, the Common Stock has been included in the Nasdaq
National Market.

<TABLE>
<CAPTION>
NASDAQ STOCK MARKET-
DATES SUBMICRON SYSTEMS H&Q TECHNOLOGY U.S.
- ----- ----------------- -------------- --------------------
<S> <C> <C> <C>
Dec-91 100 100 100
Jan-92 157.33 105.85 105.85
Feb-92 212.20 110.31 108.25
Mar-92 193.91 103.33 103.14
Apr-92 176.84 100.92 98.71
May-92 136.59 100.84 100.00
Jun-92 108.55 94.77 96.09
Jul-92 97.56 99.18 99.49
Aug-92 104.88 95.31 96.45
Sep-92 112.20 98.81 100.03
Oct-92 117.07 103.92 103.97
Nov-92 95.12 110.71 112.25
Dec-92 90.24 115.02 116.38
Jan-93 142.69 119.89 119.69
Feb-93 121.95 112.12 115.23
Mar-93 121.95 113.35 118.56
Apr-93 123.18 106.93 113.50
May-93 119.51 116.59 120.28
Jun-93 131.71 115.78 120.84
Jul-93 152.45 109.90 120.98
Aug-93 156.10 115.75 127.23
Sep-93 180.49 117.84 131.02
Oct-93 153.66 121.08 133.97
Nov-93 114.63 122.63 129.97
Dec-93 110.99 125.52 133.59
Jan-94 137.81 132.92 137.65
Feb-94 131.71 134.47 136.36
Mar-94 134.15 126.66 127.98
Apr-94 87.80 124.13 126.32
May-94 87.80 124.88 126.62
Jun-94 82.93 117.47 121.99
Jul-94 90.24 121.92 124.49
Aug-94 101.23 134.13 132.43
Sep-94 113.42 134.02 132.09
Oct-94 118.30 143.50 134.69
Nov-94 102.44 142.48 130.22
Dec-94 96.35 145.70 130.59
Jan-95 82.93 145.03 131.32
Feb-95 107.32 155.91 138.26
Mar-95 134.15 162.16 142.36
Apr-95 163.41 172.46 146.84
May-95 204.88 177.57 150.63
Jun-95 214.63 196.72 162.83
Jul-95 170.73 213.77 174.80
Aug-95 229.27 217.82 178.35
Sep-95 234.15 224.02 182.45
Oct-95 214.63 226.90 181.40
Nov-95 195.12 225.62 185.66
Dec-95 182.93 218.76 184.67
Jan-96 187.80 223.62 185.59
Feb-96 200.00 232.15 192.66
Mar-96 168.29 223.13 193.30
Apr-96 192.68 247.47 209.33
May-96 202.44 250.91 218.95
Jun-96 170.73 233.37 209.08
Jul-96 112.20 211.18 190.46
Aug-96 124.39 223.70 201.13
Sep-96 102.44 248.50 216.52
Oct-96 80.49 244.27 214.15
Nov-96 91.47 268.39 227.42
Dec-96 80.49 262.49 227.16
</TABLE>

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee of the Board of Directors (the "Committee"),
consisting entirely of nonemployee directors, approves all general policies
under which compensation is paid. The Committee determines the compensation of
David F. Levy, the Company's Chief Executive Officer, as well as the Company's
other executive officers. The Committee has delegated to Mr. Levy responsibility
for making recommendations to the Committee with respect to compensation for the
Company's nonexecutive officers. The Committee has final approval, however, for

-24-
<PAGE> 27
compensation of all of the Company's officers. The Committee also administers
the Stock Option Plan, the Stock Purchase Plan and the Executive Stock Option
Plan.

During 1995, the Committee retained Watson Wyatt, an executive
compensation consulting firm, to review the Company's executive compensation
practices. Wyatt reviewed the compensation practices of a group of companies
whose products and revenues are generally comparable to those of the Company. In
addition, the Committee reviewed a comprehensive study of executive compensation
in high-technology companies. Based on input from these two sources, the Company
concluded that the base salary of the Company's Chief Executive Officer was on
the high side and should increase at a lower rate than the averages for
comparable positions in similar companies. The Committee also concluded that the
annual incentives and stock option awards were lower than average and should be
increased, with the incentives based on the Company's performance.

For 1996, the Company increased the base salary of Mr. Levy by
approximately 6% to $360,000, substantially lower than previous percentage
increases. As in 1995, the Committee established cash bonus incentives related
to revenue growth, gross profit and earnings per share. Total incentives that
could have been earned for 1996 were 100% of Mr. Levy's base salary, with up to
20% based on revenue, and up to 40% based on each of gross profits and earnings
per share. The purpose of the latter two components, totalling a possible 80% of
base salary, was to focus attention on the profitable performance of the
Company. Based on the Company's performance for 1996, Mr. Levy did not receive
any cash bonus with respect to 1996. The Committee also provided Mr. Levy an
incentive for acquisitions during 1996, pursuant to which Mr. Levy received a
grant of options to purchase 23,000 shares of Common Stock as a result of the
Company's acquisition of Imtec Acculine, Inc.

As stated above, the Committee also believes that the Company's grant
of stock options had been below average and, consistent with the Committee's
philosophy of providing incentive-based compensation, the Company granted
options to purchase an aggregate of 120,000 shares of Common Stock to the Named
Executives (excluding acquisition-related option grants), including options to
purchase 50,000 shares of Common Stock to Mr. Levy (in addition to the
acquisition related options.) One other Named Executive also received an option
related to the acquisition of Imtec.

The base salaries for the other Named Executives did not increase
during 1996 and, similar to Mr. Levy, each of the other Named Executives had the
ability to receive a cash bonus compensation based on a combination of the
Company's revenues, gross profit and earnings per share. Based on the
Company's performance for 1996, none of the other Named Executives received any
cash bonus with respect to 1996.

The Committee believes that the executive incentives were in accordance
with the consultant's recommendations and industry practice and were crafted in
a way to couple total possible compensation to the performance of the Company
and thus to increase stockholder value.

COMPENSATION COMMITTEE:
Barry W. Ridings
Leonard R. Weisberg

-25-
<PAGE> 28
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Barry W. Ridings, a member of the Compensation Committee, is a Managing
Director of Alex. Brown & Sons. During 1996, Alex. Brown provided certain
investment banking advice to the Company for which it received customary fees.

CERTAIN TRANSACTIONS

During 1996, the Company began leasing certain new facilities in
Allentown, Pennsylvania. During a portion of 1996, a partnership owned by
Messrs. Levy and Molinaro owned the facilities. During 1996, the Company made a
rental payment to such partnership in the aggregate amount of $22,565. The
facility was sold to a third party in March 1997.

Richard J. Busis, a director of the Company, is a senior member of
Cozen and O'Connor, which provides certain legal services to the Company.

On January 31, 1990, SubMicron entered into a Tax Indemnification
Agreement with its stockholders which provided for distributions to be made by
SubMicron for payment of personal tax liabilities imposed on the stockholders as
a result of SubMicron's S Corporation status.

SOLICITATION OF PROXIES

The Company will bear the cost of the solicitation of the Board of
Directors' proxies for the meeting, including the cost of preparing, assembling
and mailing proxy materials, the handling and tabulation of proxies received,
and charges of brokerage houses and other institutions, nominees and fiduciaries
in forwarding such materials to beneficial owners. In addition to the mailing of
the proxy materials, such solicitation may be made in person or by telephone,
telegraph or telecopy by directors, officers or regular employees of the
Company, or by a professional proxy solicitation organization engaged by the
Company.

STOCKHOLDER PROPOSALS

Stockholder proposals intended to be presented at the 1998 Annual
Meeting of Stockholders must be received by the Secretary of the Company at the
address appearing on the first page of this Proxy Statement not later than
_______ __, 1998 in order to be considered for inclusion in the Company's proxy
statement and form of proxy relating to that meeting.

-26-
<PAGE> 29
SUBMICRON SYSTEMS CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder of SUBMICRON SYSTEMS CORPORATION (the
"Company") hereby constitutes and appoints DAVID J. FERRAN and JOHN KIZER, and
each of them acting individually, as the attorney and proxy of the undersigned,
with full power of substitution, for and in the name and stead of the
undersigned, to attend the Annual Meeting of Stockholders of the Company to be
held on July 21, 1997 at 10:00 a.m., at the Holiday Inn Conference Center, Rt.
100 & I-78, Fogelsville, Pennsylvania, and any adjournment or postponement
thereof, and there at to vote all shares of Common Stock which the undersigned
would be entitled to vote if personally present; provided that such proxies are
authorized and directed to vote as indicated on the reverse side with respect
to such matters as are specified thereon.

IF NO DIRECTION IS MADE, THE SHARES WILL BE VOTED "FOR" THE ELECTION OF
BOTH NOMINEES FOR DIRECTOR AND "FOR" THE OTHER PROPOSALS SET FORTH ON THE
REVERSE SIDE. THIS PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY TO VOTE WITH
RESPECT TO ANY OTHER BUSINESS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.

(Continued and to be signed and dated on reverse side)
<PAGE> 30
(Continued from other side)

1. [ ] FOR both nominees for director listed at right. NOMINEES:
Ronald B. Booth
Richard J. Busis

[ ] WITHHOLD AUTHORITY to vote for both nominees
for director listed at right.

[ ] FOR, EXCEPT VOTE WITHHELD FOR THE FOLLOWING:

-------------------------

2. Proposal to approve an amendment to the Company's
Employee Stock Purchase Plan.