<PAGE>
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:
| | Preliminary Proxy Statement
| | Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
| | Definitive Additional Materials
| | Soliciting Material Pursuant to Section 240.14a-11(c) or Section 204.14a-12
ADE 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:
------------------------------------------------------------------------
| | Fee paid previously with preliminary materials.
| | Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
August 20, 1998
Dear Fellow Stockholder:
We cordially invite you to attend the 1998 Annual Meeting of Stockholders
(the "Meeting") of ADE Corporation (the "Company") to be held on Thursday,
September 17, 1998 at 11:00 a.m. at the Company's Corporate Headquarters located
at 80 Wilson Way, Westwood, Massachusetts.
At the Meeting, you are being asked to fix the size of the Board of
Directors at seven, to elect seven directors to serve until the next Annual
Meeting of Stockholders and to approve the appointment of PricewaterhouseCoopers
LLP as the Company's independent accountants for the 1999 fiscal year. The
Notice of Annual Meeting and Proxy Statement that accompany this letter describe
in detail the matters that will be presented at the Meeting.
Your vote is important regardless of the number of shares you own. We urge
you to complete, sign, date and return the enclosed proxy card promptly in the
prepaid envelope provided, whether or not you plan to attend the Meeting in
person. This will ensure your proper representation at the Meeting.
Thank you for giving these materials your careful consideration.
Sincerely,
[LOGO]
Robert C. Abbe
President and Chief Executive Officer
<PAGE>
ADE CORPORATION
80 WILSON WAY
WESTWOOD, MASSACHUSETTS 02090
(617) 467-3500
------------------------
NOTICE
OF
1998 ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 17, 1998
Notice is hereby given that the 1998 Annual Meeting of Stockholders (the
"Meeting") of ADE Corporation, a Massachusetts corporation (the "Company"), will
be held on Thursday, September 17, 1998 at 11:00 a.m. at the Company's Corporate
Headquarters located at 80 Wilson Way, Westwood, Massachusetts for the following
purposes:
1. To fix the size of the Board of Directors at seven and to elect seven
directors to serve until the next Annual Meeting of Stockholders and until
their successors are elected and qualified.
2. To approve the appointment of PricewaterhouseCoopers LLP as the Company's
independent accountants for the 1999 fiscal year.
3. To consider and act upon such other business as may properly come before the
Meeting.
Reference is hereby made to the accompanying Proxy Statement for more
complete information concerning the matters to be acted upon at the Meeting.
Only stockholders of record of the Company's Common Stock at the close of
business on August 6, 1998 will be entitled to vote at the Meeting and any
adjournments thereof.
STOCKHOLDERS ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED
PROXY CARD IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors
/S/ WILLIARD G. MCGRAW
--------------------------------------
WILLARD G. MCGRAW, JR.
CLERK
August 20, 1998
<PAGE>
ADE CORPORATION
80 WILSON WAY
WESTWOOD, MA 02090
(617) 467-3500
PROXY STATEMENT
FOR
1998 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 17, 1998
This Proxy Statement and the enclosed proxy card are being furnished to
stockholders of ADE Corporation ("ADE" or the "Company"), a Massachusetts
corporation, in connection with the solicitation by the Company's Board of
Directors (the "Board") of proxies to be voted at the 1998 Annual Meeting of
Stockholders to be held on September 17, 1998 at 11:00 a.m. at the Company's
Corporate Headquarters, 80 Wilson Way, Westwood, Massachusetts, and at any
adjournments thereof (the "Meeting").
This Proxy Statement and the enclosed proxy card are first being mailed or
otherwise furnished to stockholders of the Company on or about August 20, 1998.
The Annual Report to Stockholders for the fiscal year ended April 30, 1998 is
being mailed to the stockholders with this Proxy Statement, but does not
constitute a part hereof.
Proxies may be solicited by directors, officers and employees of the Company
by mail, by telephone, in person or otherwise. No such person will receive
additional compensation for such solicitation. In addition, the Company will
request banks, brokers and other custodians, nominees and fiduciaries to forward
proxy materials to the beneficial owners of Common Stock and obtain voting
instructions from such beneficial owners. The Company will reimburse those firms
for their reasonable expenses in forwarding proxy materials and obtaining voting
instructions.
When the proxy card of a stockholder is duly executed and returned, the
shares represented thereby will be voted in accordance with the voting
instructions given on the proxy by the stockholder. If no such voting
instructions are given on a proxy card with respect to one or more proposals,
the shares represented by that proxy card will be voted, in the election of
directors, for the nominees named herein, and with respect to other proposals,
in accordance with the recommendations of the Board. Stockholders may revoke
their proxies at any time prior to any vote at the Meeting by written notice to
the Clerk of the Company at or before the Meeting, by submission of a duly
executed proxy card bearing a later date, or by voting in person by ballot at
the Meeting.
VOTING SECURITIES
Holders of Common Stock of record on the books of the Company at the close
of business on August 6, 1998 (the "Record Date") are entitled to notice of and
to vote at the Meeting. At the Record Date, there were issued and outstanding
13,156,912 shares of Common Stock, each of which entitles the holder to one vote
on each matter submitted to a vote at the Meeting.
The proxy card provides space for a stockholder to withhold voting for any
or all nominees for the Board of Directors or to abstain from voting for any
proposal if the stockholder chooses to do so. The
2
<PAGE>
holders of a majority of all shares of Common Stock issued and outstanding and
entitled to vote at the Meeting shall constitute a quorum for the transaction of
business. A plurality of the votes cast in person or by proxy is required for
election of directors. The affirmative vote of a majority of the votes cast in
person or by proxy at the Meeting is required for all other matters. Abstentions
and broker non-votes are not counted in determining the number of votes cast in
connection with any voting matter.
PROPOSAL 1
SIZE OF BOARD;
ELECTION OF DIRECTORS
NOMINEES FOR DIRECTOR
The By-Laws of the Company provide for a Board consisting of such number of
directors, not less than three nor more than nine, as may be fixed from time to
time by the stockholders. The Board has proposed that the stockholders fix the
number of directors to constitute the full Board for the ensuing year at seven,
all of whom have been nominated to be elected at the Meeting to serve until the
next Annual Meeting of Stockholders and until their respective successors are
elected and qualified.
Robert C. Abbe, Harris Clay, Landon T. Clay, H. Kimball Faulkner, Francis B.
Lothrop, Jr., and Kendall Wright, all of whom are currently serving as
directors, and Chris L. Koliopoulos, who has not previously served on the Board,
have been nominated for election to the Board at the Meeting. Shares represented
by proxies will be voted for the election as directors of those nominees unless
otherwise specified in the proxy. If any of the nominees for election to the
Board should, for any reason not now anticipated, not be available to serve as
such, proxies will be voted for such other candidate as may be designated by the
Board unless the Board reduces the number of directors. The Board has no reason
to believe that any of the nominees will be unable to serve if elected.
Set forth below is information with respect to each nominee for election to
the Board of Directors at the Meeting.
ROBERT C. ABBE, age 60, founded the Company in 1967. Since that time, he has
served as President and Chief Executive Officer and as a director of the
Company. Mr. Abbe received an AB in Physics from Harvard College.
HARRIS CLAY, age 71, has been a director of the Company since 1970. He has
been self-employed as a private investor during the past five years. Mr. Clay
received an AB from Harvard College.
LANDON T. CLAY, age 72, has been a director of the Company since 1970 and
Chairman of the Board since 1979. From 1971 until 1997, he served as Chairman of
Eaton Vance Corp., a mutual fund management and distribution company. Mr. Clay
is also a director of Dakota Mining Corp. Mr. Clay received an AB from Harvard
College. Mr. Clay and Harris Clay are brothers.
H. KIMBALL FAULKNER, age 67, has been a director of the Company since 1970,
and has been a self-employed small business consultant during the past five
years. Mr. Faulkner received an AB from Harvard College and MBA from the
University of Virginia.
CHRIS L. KOLIOPOULOS, age 45, is President and a founder of Phase Shift
Technology, Inc. ("Phase Shift"), which became a wholly-owned subsidiary of the
Company on June 11, 1998. Dr. Koliopoulos
3
<PAGE>
received a BS from the University of Rochester and an MS and PhD from the
University of Arizona, where he is currently an Adjunct Professor of Optical
Sciences.
FRANCIS B. LOTHROP, JR., age 70, has been a director of the Company since
1972. From 1985 until 1998, he served as Chairman of Tech-Ceram Corporation, a
manufacturer of electronic ceramic packaging. Mr. Lothrop received an AB from
Harvard College and MBA from Northeastern University.
KENDALL WRIGHT, age 72, has been a director of the Company since 1983 and
has been a business, marketing and operations management consultant during the
past six years. Mr. Wright received a BS from the Massachusetts Institute of
Technology.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year ended April 30, 1998, the Board held ten meetings.
Each of the directors attended all of the Board meetings, except that Mr.
Faulkner did not attend the June 24, 1997 meeting and Mr. Lothrop did not attend
the November 18 and November 24, 1997 meetings.
The Audit Committee, composed of Harris Clay and Messrs. Lothrop and
Faulkner, meets periodically with the Company's independent auditors to review
the scope of the annual audit, to discuss the adequacy of internal accounting
controls and procedures and to perform general oversight with respect to the
accounting principles applied in the financial reporting of the Company. The
Audit Committee held two meetings during fiscal 1998.
The Compensation Committee, composed of Landon T. Clay and Messrs. Lothrop
and Wright, administers the Company's stock option and compensation plans and
recommends to the full Board the amount, character and method of payment of
compensation of all executive officers and certain other key employees and
consultants of the Company. The Compensation Committee held six meetings during
fiscal 1998.
The Nominating Committee, composed of Mr. Abbe, Harris Clay and Landon T.
Clay, recommends the criteria for the composition of the Board and size of the
Board and seeks out and recommends nominees for directors to be submitted to a
vote of stockholders. The Nominating Committee met once in fiscal 1998. The
Nominating Committee will consider nominees recommended in writing by
stockholders if certain information is provided regarding the nominees.
Recommendations by stockholders should be submitted to the Nominating Committee,
in care of the President of the Company.
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR FIXING THE
SIZE OF THE BOARD OF DIRECTORS AT SEVEN AND ELECTING THE NOMINEES TO THE BOARD
OF DIRECTORS. A PLURALITY OF THE VOTES CAST IN PERSON OR BY PROXY AT THE MEETING
IS REQUIRED TO ELECT EACH NOMINEE AS A DIRECTOR.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership of
the Company's Common Stock as of August 6, 1998, by (i) each person known to the
Company to be the beneficial owner of more
4
<PAGE>
than 5% of the Company's Common Stock on that date, (ii) each director, (iii)
each executive officer listed in the Summary Compensation Table below and (iv)
all directors and executive officers as a group.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENTAGE
NAME OWNED(1) OF TOTAL
- ----------------------------------------------------------------------------------------- ----------- -------------
<S> <C> <C>
Landon T. Clay(2)........................................................................ 1,590,618 12.1%
Chris L. Koliopoulos..................................................................... 1,334,000 10.1%
Private Capital Management, Inc.(3)...................................................... 1,265,800 9.6%
Harris Clay.............................................................................. 880,759 6.7%
David Basila............................................................................. 666,000 5.1%
Robert C. Abbe(4)........................................................................ 443,153 3.4%
H. Kimball Faulkner...................................................................... 96,258 *
Francis B. Lothrop, Jr................................................................... 60,130 *
Mark D. Shooman(5)....................................................................... 47,200 *
Noel S. Poduje(6)........................................................................ 26,068 *
William H. Ohm(7)........................................................................ 21,285 *
Kendall Wright........................................................................... 14,491 *
All directors and officers as a group (11 persons)(8).................................... 4,525,962 34.1%
</TABLE>
- ------------------------
* Less than one percent.
(1) Beneficial ownership of shares for purposes hereof, as determined in
accordance with applicable Securities and Exchange Commission rules,
includes shares of Common Stock as to which a person has or shares voting
power and/or investment power. All amounts shown in this column include
shares obtainable upon exercise of stock options exercisable within 60 days
from the date of this table.
(2) Includes 420,000 shares held in various trusts for the benefit of Mr. Clay's
children, 6,500 shares held for the benefit of Mr. Clay in a pension plan
and 5,560 shares held by Mr. Clay's children, as to which Mr. Clay disclaims
beneficial ownership.
(3) Based on the most recent Schedule 13G filed by Private Capital Management,
Inc., with the Securities and Exchange Commission on July 14, 1998. Includes
1,006,100 shares as to which Private Capital Management, Inc., and its
President, Bruce S. Sherman, have shared dispositive power; 29,000 shares as
to which Mr. Sherman has sole dispositive power; and 230,000 shares as to
which Mr. Sherman and SPS Partners, L.P., an associate of Private Capital
Management, Inc., have shared dispositive power.
(4) Includes 119,400 shares of Common Stock held by Dr. Elizabeth Baker, Mr.
Abbe's wife, as to which Mr. Abbe disclaims beneficial ownership. Also
includes 20,000 shares of Common Stock issuable upon exercise of stock
options.
(5) Consists solely of shares of Common Stock issuable upon exercise of stock
options.
(6) Includes 12,000 shares of Common Stock issuable upon exercise of stock
options.
(7) Includes 12,000 shares of Common Stock issuable upon exercise of stock
options.
(8) Includes an aggregate of 103,200 shares of Common Stock issuable upon
exercise of stock options.
The address of all persons listed above is c/o ADE Corporation, 80 Wilson
Way, Westwood, Massachusetts 02090.
5
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
directors, officers, and persons who are beneficial owners of more than ten
percent of the Company's Common Stock to file with the Securities and Exchange
Commission (the "Commission") reports of their ownership of the Company's
securities and of changes in that ownership. To the Company's knowledge, based
upon a review of copies of reports filed with the Commission with respect to the
fiscal year ended April 30, 1998, all reports required to be filed under Section
16(a) by the Company's directors and officers and persons who were beneficial
owners of more than ten percent of the Company's Common Stock were timely filed.
6
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth all compensation received for services
rendered to the Company for the fiscal years ended April 30, 1998, 1997 and 1996
by the Company's Chief Executive Officer and each of the four most highly
compensated executive officers other than the Chief Executive Officer whose
annual salary and bonus for the fiscal year ended April 30, 1998 exceeded
$100,000 (collectively, the "Named Executives").
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
-------------
NUMBER OF
ANNUAL COMPENSATION SHARES
---------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS STOCK OPTIONS COMPENSATION(1)
- -------------------------------------------------------- --------- ---------- ---------- ------------- -----------------
<S> <C> <C> <C> <C> <C>
Robert C. Abbe.......................................... 1998 $ 225,000 $ 102,591 -- $ 4,000
President and Chief Executive Officer 1997 $ 200,000 $ 187,946 50,000 $ 2,729
1996 $ 175,000 $ 175,000 -- $ 3,089
Barry Glasgow(2)........................................ 1998 $ 113,750 $ 95,000 25,000 $ 3,117
Vice President of Worldwide Sales and Customer Service 1997 -- -- -- --
1996 -- -- -- --
E. Fred Schiele(3)...................................... 1998 $ 170,000 $ 18,165 -- $ 2,600
Vice President and General Manager, Semiconductor 1997 $ 90,412 -- 40,000 $ 1,433
Operations 1996 -- -- -- --
Mark D. Shooman......................................... 1998 $ 133,500 $ 32,703 -- $ 2,377
Vice President and Chief Financial Officer 1997 $ 123,386 $ 30,704 -- $ 2,250
1996 $ 111,000 $ 6,853 10,000 $ 2,325
William Ohm............................................. 1998 $ 110,000 $ 42,590 -- $ 2,875
Vice President and General Manager of ADE 1997 $ 87,291 $ 81,282 10,000 $ 2,687
Technologies, Inc. 1996 $ 85,833 $ 66,370 -- $ 2,050
</TABLE>
- ------------------------
(1) Represents matching contributions made by the Company on behalf of the Named
Executive to the Company's 401(k) Plan.
(2) Mr. Glasgow joined the Company in June 1997 and resigned from the Company in
June 1998.
(3) Mr. Schiele joined the Company in November 1996 and resigned from the
Company in April 1998.
7
<PAGE>
OPTION GRANTS IN THE LAST FISCAL YEAR
The following table provides certain information with respect to options
granted to each of the Named Executives during the fiscal year ended April 30,
1998 under the Company's stock option plans.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
---------------------------------------------------- ANNUAL RATES OF
NUMBER OF PERCENT OF STOCK PRICE
SECURITIES TOTAL APPRECIATION FOR
UNDERLYING OPTIONS GRANTED OPTION TERM(2)
OPTIONS TO EMPLOYEES IN EXERCISE EXPIRATION --------------------
NAME GRANTED(1) FISCAL YEAR PRICE DATE 5% 10%
- ----------------------------------------------- ----------- --------------- --------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Robert C. Abbe................................. -- -- -- -- -- --
Barry Glasgow.................................. 25,000 -- $ 27.875 6/23/07 $ 44,688 $ 80,000
William Ohm.................................... -- -- -- -- -- --
E. Fred Schiele................................ -- -- -- -- -- --
Mark D. Shooman................................ -- -- -- -- -- --
</TABLE>
- ------------------------
(1) Options vest in equal annual increments over five years commencing on the
date of grant.
(2) As required by rules of the Securities and Exchange Commission, potential
values stated are on the prescribed assumption that the Company's Common
Stock will appreciate in value from the date of grant to the end of the
option term at annualized rates of 5% and 10%. These hypothesized values are
not intended to forecast possible appreciation in the Company's Common
Stock.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table provides certain information with respect to option
exercises by the Named Executives during the fiscal year ended April 30, 1998
and the value of unexercised options held by the Named Executives at April 30,
1998.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL YEAR- OPTIONS AT
END FISCAL YEAR-END
SHARES ACQUIRED VALUE ------------------------ ----------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------------------ --------------- -------- ----------- ----------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Robert C. Abbe................ 0 $ 0 10,000 40,000 $ 84,690 $338,760
Barry Glasgow................. 0 $ 0 0 25,000 $ 0 $ 0
William H. Ohm................ 9,800 $271,421 12,000 18,000 $135,228 $136,542
E. Fred Schiele............... 0 $ 0 8,000 0 $ 52,752 $ 0
Mark D. Shooman............... 0 $ 0 47,200 17,600 $604,597 $177,304
</TABLE>
DIRECTOR COMPENSATION
The Company's non-employee directors are reimbursed for expenses and receive
$500 for each Board meeting attended. Directors are given the option to receive
shares of the Company's Common Stock in lieu of cash compensation.
8
<PAGE>
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee") is
responsible for establishing and administering compensation policies for all
executive officers of the Company, including the Chief Executive Officer, and
for making specific recommendations regarding compensation for such executive
officers to the full Board. The Committee is composed of Landon T. Clay, Francis
B. Lothrop, Jr., and Kendall Wright, none of whom are officers or employees of
the Company. Mr. Wright performs services for the Company as an independent
consultant. ADE's Chief Executive Officer, Robert C. Abbe, participates in
discussions with the Committee regarding the compensation levels of executive
officers other than himself.
The Company provides its executive officers with a compensation package
consisting of a base salary, annual incentive compensation in the form of a cash
bonus and equity-based incentive compensation in the form of stock options. The
overall objectives of the Company's compensation policies are (i) to establish
base salaries which are competitive with those payable by companies with which
ADE competes in the marketplace and for the recruitment of executives, (ii) to
relate a significant part of the executive's compensation to his or her and the
Company's performance through cash bonuses based on the achievement of
pre-established profitability and other operating targets and (iii) to align
management's interests with those of the Company's stockholders through the use
of stock options at percentage levels appropriate for executive positions within
the Company.
In setting compensation levels for fiscal 1998, the Committee conducted a
review of data from a number of independent surveys. The Committee also reviewed
the compensation paid to executive officers at a selected peer group of
semiconductor equipment companies (the "Selected Peer Group Data").
BASE SALARIES
Base salaries for fiscal 1998 for ADE's executive officers were set by the
Committee based on the responsibilities of the position held and the experience
and performance of the individual, and by reference to the information regarding
competitive salaries gathered from a number of independent surveys. The
Committee reviewed the salaries of each of the executive officers of the
Company, compensation practices at similar companies in the industry, individual
and Company performance and individual responsibility levels and adjusted
individual salaries for fiscal 1998 based on these factors.
EXECUTIVE BONUSES
All executive officers, including the Chief Executive Officer, as well as
all other full-time, regular employees of the Company participate in the
Company's bonus pool, the total amount of which is determined by a fixed
percentage of pre-tax profit in excess of a threshold corresponding to a
targeted rate of return on invested capital. Bonuses paid in fiscal year 1998
reflected the Company's fiscal year 1997 performance. Allocations under the
bonus pool were based on the subjective judgment of the Committee of the
relative contributions to the Company's performance in fiscal year 1997 of
various participating employee classes. It was the Company's judgment that no
bonuses will be paid in fiscal year 1999 because the threshold targeted rate of
return on invested capital was not reached in fiscal year 1998.
STOCK OPTIONS
The Committee also is responsible for administration of the Company's stock
option and stock purchase plans and the granting of rights thereunder. Stock
option grants are based on the Committee's
9
<PAGE>
subjective evaluation of each executive officer's performance and contribution
to the Company, the executive officer's position and responsibilities and the
executive officer's attitude and role as a leader. The Committee also considers,
but does not weigh as heavily, each executive officer's potential for greater
contribution to ADE in the future and length of service with the Company.
Finally the Committee considers the executive stock ownership levels reported by
executives included in the Selected Peer Group Data. Generally, stock options
are granted with an exercise price equal to the market price of the Common Stock
on the date of grant and vest over five years. This approach is designed to act
as an incentive for the creation of stockholder value and management stability
over the long term, since the full benefit of the compensation package cannot be
realized unless and until stock price appreciation occurs over a number of
years. The Committee granted stock options to one executive officer during
fiscal 1998.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Abbe's 1998 base salary of $225,000 represented an increase of
approximately 12.5% over his 1997 salary. The Committee based the increase in
the Chief Executive Officer's salary on compensation practices for chief
executive officers in the industry as indicated by the survey data, the
leadership demonstrated by Mr. Abbe in developing and implementing the Company's
strategic vision and direction, and the resulting strong financial performance
of the Company. Mr. Abbe also received a cash bonus in fiscal 1998 of $102,591
as his share of the Company's fiscal 1997 bonus pool.
INTERNAL REVENUE CODE LIMITATION ON DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to public companies for compensation over $1 million
paid during any year to the company's chief executive officer and four other
most highly compensated executive officers. Qualified performance-based
compensation is not included in the $1 million limit. The Committee believes
that the Company's 1992, 1995 and 1998 Stock Option Plans qualify as performance
based compensation plans.
Submitted by the Compensation
Committee
Landon T. Clay, Chairman
Francis B. Lothrop, Jr.
Kendall Wright
10
<PAGE>
TOTAL RETURN TO SHAREHOLDER'S
(DIVIDENDS REINVESTED MONTHLY)
<TABLE>
<CAPTION>
ANNUAL RETURN
PERCENTAGE
YEARS ENDING
-----------------------
COMPANY/INDEX APR 96 APR 97 APR 98
- --------------------------------------------- ------ ------ ------
<S> <C> <C> <C>
ADE CORP/MA.................................. 14.29 17.19 -4.67
S&P SMALL CAP 600 INDEX...................... 15.19 3.76 46.76
EQUIPMENT (SEMICONDUCTOR)-SMALL.............. -26.40 22.33 26.51
</TABLE>
<TABLE>
<CAPTION>
INDEXED RETURNS
YEARS ENDING
---------------------------------
BASE
PERIOD
COMPANY/INDEX 10/16/95 4/96 4/97 4/98
- ---------------------------------------- -------- ------ ------ ------
<S> <C> <C> <C> <C>
ADE CORPORATION......................... 100 114.29 133.93 127.68
S&P SMALL CAP 600 INDEX................. 100 115.19 119.52 175.40
EQUIPMENT (SEMICONDUCTOR)-SMALL......... 100 73.60 90.04 113.91
</TABLE>
The Company believes that the S&P SmallCap 600 Index and the Equipment
(Semiconductor)-SmallCap Index more closely reflect the stock performance of
companies with comparable market capitalization and in similar industries,
respectively, of the Company than do the Nasdaq Stock Market Index and the
Hambrecht & Quist Semiconductor Index.
11
<PAGE>
PROPOSAL 2
APPROVAL OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed PricewaterhouseCoopers LLP as the
Company's independent accountants for the 1999 fiscal year.
PricewaterhouseCoopers LLP has served as the Company's independent accountants
since 1973. Representatives of PricewaterhouseCoopers LLP will be present at the
Meeting to respond to questions and will be given the opportunity to make a
statement should they desire to do so.
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR APPROVAL OF
THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS FOR THE CURRENT FISCAL YEAR. A MAJORITY OF THE VOTES CAST IN PERSON
OR BY PROXY AT THE MEETING IS REQUIRED FOR SUCH APPROVAL. IF THE APPOINTMENT IS
NOT SO APPROVED, THE BOARD WILL SELECT OTHER INDEPENDENT ACCOUNTANTS.
STOCKHOLDER PROPOSALS FOR THE 1999 ANNUAL MEETING
In order to be considered for inclusion in the Proxy Statement for the
Company's 1999 Annual Meeting of Stockholders, stockholder proposals must be
received by the Company no later than April 23, 1999. Proposals should be sent
to the attention of the Clerk at the Company's offices at 80 Wilson Way,
Westwood, MA 02090.
Stockholder nominations for election to the Board at the 1999 Annual Meeting
of Stockholders may be submitted to the Company and must include (i) the name
and address of the stockholder who intends to make the nomination and of the
person or persons to be nominated; (ii) a representation that the stockholder is
a holder of record of stock of the Company entitled to vote at such Meeting and
intends to appear in person or by proxy at the Meeting to nominate the person or
persons specified in the notice; (iii) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (iv) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Commission; and (v) the consent of each nominee to serve as a director of the
Company if so elected.
12
<PAGE>
OTHER MATTERS
The Meeting is called for the purposes set forth in the notice. The Board of
Directors does not know of any matter for action by the stockholders at the
Meeting other than the matters described in the notice. However, the enclosed
proxy confers discretionary authority on the persons named therein with respect
to matters which are not known to the directors at the date of printing hereof
and which may properly come before the Meeting. It is the intention of the
persons named in the proxy to vote in accordance with their best judgment on any
such matter.
By order of the Board of Directors
/S/ WILLIARD G. MCGRAW
------------------------------------
WILLARD G. MCGRAW, JR.
CLERK
13
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
ADE CORPORATION
------------------------
1998 ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 17, 1998
The undersigned hereby appoints Landon T. Clay and Robert C. Abbe as
proxies to represent the undersigned, with full power of substitution, at the
1998 Annual Meeting of Stockholders of ADE Corporation, to be held on
September 17, 1998 at 11:00 A.M., local time, at ADE Corporate Headquarters,
80 Wilson Way, Westwood, Massachusetts, and at any adjournments thereof.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
- ------------------------------------------------------------------------------
<TABLE>
<S> <C>
/X/ Please mark your
votes as in the
example.
FOR seven-person
Board and for all WITHHOLD AUTHORITY
nominees to vote for
listed at right seven-person Board and
(except as marked for all
to the contrary nominees listed at
below) right FOR AGAINST ABSTAIN
1. Election / / / / Nominees: Robert C. Abbe 2. Proposal to ratify / / / / / /
of Harris Clay and approve
Directors; Landon T. Clay PricewaterhouseCoopers
Size of H. Kimball Faulkner LLP as the Company's
Board. Chris L. Koliopoulos independent accountants
Francis B. Lothrop, Jr. for the fiscal year
Kendall Wright ending April 30, 1999.
For, except vote withheld for the following nominee(s):
- ---------------------------------------------------------
In their discretion, the Proxies are
authorized to vote upon such other business
as may properly come before the meeting.
THIS BALLOT, WHEN PROPERLY EXECUTED, WILL BE
VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER(S). UNLESS OTHERWISE
SPECIFIED, THE SHARES WILL BE VOTED "FOR"
EACH PROPOSAL.
PLEASE DATE, SIGN AND RETURN THIS PROXY.
Signature of Stockholder(s):______________________________________________________ Dated: _____________________________________
NOTE: Signatures should agree with the name on the stock certificate as printed thereon. Executors, administrators, trustees and
other fiduciaries should so indicate when signing.
</TABLE>
