<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
240.14a-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)(1)
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 16, 1999
Dear Fellow Stockholder:
We cordially invite you to attend the 1999 Annual Meeting of Stockholders
(the "Meeting") of ADE Corporation (the "Company") to be held on Thursday,
September 16, 1999 at 10:00 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 fiscal year 2000. 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,
/s/ Robert C. Abbe
Robert C. Abbe
President and Chief Executive Officer
<PAGE>
ADE CORPORATION
80 WILSON WAY
WESTWOOD, MASSACHUSETTS 02090
(617) 467-3500
------------------------
NOTICE
OF
1999 ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 16, 1999
Notice is hereby given that the 1999 Annual Meeting of Stockholders (the
"Meeting") of ADE Corporation, a Massachusetts corporation (the "Company"), will
be held on Thursday, September 16, 1999 at 10:00 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 fiscal year 2000.
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 July 30, 1999 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
Willard G. McGraw, Jr.
CLERK
August 16, 1999
<PAGE>
ADE CORPORATION
80 WILSON WAY
WESTWOOD, MA 02090
(617) 467-3500
PROXY STATEMENT
FOR
1999 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 16, 1999
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 1999 Annual Meeting of
Stockholders to be held on Thursday. September 16, 1999 at 10:00 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 16, 1999.
The Annual Report to Stockholders for the fiscal year ended April 30, 1999 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 card 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.
<PAGE>
VOTING SECURITIES
Holders of Common Stock of record on the books of the Company at the close
of business on July 30, 1999 (the "Record Date") are entitled to notice of and
to vote at the Meeting. At the Record Date, there were issued and outstanding
13,326,590 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 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 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
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 constituting the full Board at seven. The Board has
nominated Robert C. Abbe, Harris Clay, Landon T. Clay, H. Kimball Faulkner,
Chris L. Koliopoulos, Francis B. Lothrop, Jr., and Kendall Wright, all of whom
are currently serving as directors, to be elected at the Meeting to serve on the
Board until the next Annual Meeting of Stockholders and until their respective
successors are elected and qualified.
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 61, 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 72, 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 73, 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.
2
<PAGE>
H. KIMBALL FAULKNER, age 68, 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 an MBA from the
University of Virginia.
CHRIS L. KOLIOPOULOS, age 46, is President and a founder of Phase Shift
Technology, Inc., a wholly-owned subsidiary of the Company. He has been a
director of the Company since 1998. Dr. Koliopoulos received a BS from the
University of Rochester and an MS and PhD from the University of Arizona.
FRANCIS B. LOTHROP, JR., age 71, 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. Since 1998 he has been
self-employed as a business consultant and private trustee. Mr. Lothrop received
an AB from Harvard College and an MBA from Northeastern University.
KENDALL WRIGHT, age 73, has been a director of the Company since 1983 and
has been a business, marketing and operations management consultant during the
past five 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, 1999, the Board held eight meetings.
During the 1999 fiscal year, each director attended at least seventy-five
percent of Board meetings and meetings of committees of the Board on which he
serves.
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 1999.
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 seven meetings
during fiscal 1999.
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 year 1999. 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.
3
<PAGE>
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 July 30, 1999, by (i) each person known to the
Company to be the beneficial owner of more 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)................................................................ 1,884,310 14.1%
Private Capital Management, Inc.(3).............................................. 1,572,200 11.9%
Chris L. Koliopoulos(4).......................................................... 1,335,200 10.0%
Harris Clay...................................................................... 880,759 6.6%
EQSF Advisers, Inc.(5)........................................................... 803,000 6.0%
David Basila..................................................................... 662,900 5.0%
Robert C. Abbe(6)................................................................ 446,253 3.3%
H. Kimball Faulkner.............................................................. 96,258 *
Francis B. Lothrop, Jr........................................................... 60,130 *
Mark D. Shooman(7)............................................................... 40,800 *
William H. Ohm(8)................................................................ 28,762 *
Kendall Wright................................................................... 14,491 *
All directors and officers as a group (10 persons)(9)............................ 4,815,031 35.9%
</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 311,567 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 269,596 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 February 17, 1999.
Includes 1,309,000 shares as to which Private Capital Management, Inc., and
its President, Bruce S. Sherman, have shared dispositive power; 32,700
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 1,200 shares of Common Stock issuable to Stella Koliopoulos, Dr.
Koliopoulos' sister, upon exercise of stock options. Dr. Koliopoulos
disclaims beneficial ownership of these shares.
(5) Based on the most recent Schedule 13G filed by EQSF Advisers, Inc., M.J.
Whitman Advisers, Inc., and Martin J. Whitman with the Securities and
Exchange Commission on February 16, 1999. Includes 728,900 shares as to
which EQSF Advisers, Inc. has sole dispositive power and 74,100 shares as to
4
<PAGE>
which M.J. Whitman Advisers, Inc. has sole dispositive power. Martin J.
Whitman is Chief Executive Officer and controlling person of each of EQSF
Advisers, Inc. and M.J. Whitman Advisers, Inc.
(6) Includes 117,800 shares of Common Stock held by Dr. Elizabeth Baker, Mr.
Abbe's wife, as to which Mr. Abbe disclaims beneficial ownership. Also
includes 30,000 shares of Common Stock issuable upon exercise of stock
options.
(7) Includes 35,800 shares of Common Stock issuable upon exercise of stock
options.
(8) Includes 8,000 shares of Common Stock issuable upon exercise of stock
options.
(9) Includes an aggregate of 95,000 shares of Common Stock issuable upon
exercise of stock options.
The address of all natural persons listed above is c/o ADE Corporation, 80
Wilson Way, Westwood, Massachusetts 02090. The address of Private Capital
Management, Inc., is 3003 Tamiami Trail North, Naples, Florida 33940. The
address of EQSF Advisers, Inc. is 767 Third Avenue, New York, New York 10017.
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, 1999, 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.
5
<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, 1999, 1998 and 1997
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, 1999 exceeded
$100,000 (collectively, the "Named Executives").
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------- -------------
<S> <C> <C> <C> <C> <C>
NUMBER OF
SHARES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS STOCK OPTIONS COMPENSATION(1)
- ---------------------------------------------------- --------- ---------- ---------- ------------- ---------------
Robert C. Abbe...................................... 1999 $ 218,438 $ 0 -- $ 3,032
President and Chief Executiive Officer 1998 $ 225,000 $ 102,591 -- $ 4,000
1997 $ 200,000 $ 187,946 50,000 $ 2,729
Chris L. Koliopoulos................................ 1999 $ 182,000 $ 6,801 -- $ 4,018
Vice President, ADE Corporation, 1998 $ 0 $ 0 -- $ 0
President, ADE Phase Shift, Inc. 1997 $ 0 $ 0 -- $ 0
Mark D. Shooman..................................... 1999 $ 142,167 $ 0 -- $ 3,396
Vice President and 1998 $ 133,500 $ 32,703 -- $ 2,377
Chief Financial Officer 1997 $ 123,386 $ 30,704 -- $ 2,250
William Ohm......................................... 1999 $ 136,902 $ 0 -- $ 2,681
Vice President and General Manager of 1998 $ 110,000 $ 42,590 -- $ 2,875
ADE Technologies, Inc. 1997 $ 87,291 $ 81,282 10,000 $ 2,687
A. K. Lum(2)........................................ 1999 $ 120,570 $ 0 50,000 $ 32,115(3)
Vice President and General Manager, 1998 $ 0 $ 0 -- $ 0
Semiconductor Division 1997 $ 0 $ 0 -- $ 0
</TABLE>
- ------------------------
(1) Represents matching contributions made by the Company on behalf of the Named
Executive to the Company's 401(k) Plan.
(2) Mr. Lum began his employment with ADE Corporation on September 29, 1998.
(3) Includes $30,000 of relocation assistance in addition to 401(k) matching.
6
<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,
1999 under the Company's stock option plans.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM(2)
-------------------------------------------------------- --------------------
NUMBER OF
SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS GRANTED
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......................... -- -- -- -- -- --
Chris L. Koliopoulos................... -- -- -- -- -- --
Mark D. Shooman........................ -- -- -- -- -- --
William Ohm............................ -- -- -- -- -- --
A. K. Lum.............................. 50,000 8.95% $ 8.375 9/28/08 $ 20,938 $ 41,875
</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, 1999
and the value of unexercised options held by the Named Executives at April 30,
1999.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
YEAR-END AT 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 20,000 30,000 $ 17,500 $ 26,250
Chris L. Koliopoulos........... 0 $ 0 0 0 $ 0 $ 0
Mark D. Shooman................ 5,000 $ 39,688 55,800 4,000 $ 304,185 $ 0
William H. Ohm................. 0 $ 0 20,000 10,000 $ 94,400 $ 23,300
A. K. Lum...................... 0 $ 0 0 50,000 $ 0 $ 93,750
</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.
7
<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 hers 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 1999, 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 1999 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 1999 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. No bonuses will be paid under this
plan in respect of fiscal year 1999 because the threshold targeted rate of
return on invested capital was not reached in fiscal year 1999. Additionally,
members of senior management of the Company took voluntary reductions in salary
for part of fiscal year 1999.
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 subjective evaluation of each
executive officer's performance and contribution to the Company, the
8
<PAGE>
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 1999.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Abbe's 1999 base salary of $218,438 represented a decrease from his 1998
base salary of approximately 5% for approximately 4 months of fiscal 1999. The
Committee made no other year-to-year change to Mr. Abbe's salary. Mr. Abbe also
received no cash bonus in fiscal 1999.
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 1997 Stock Option Plans qualify as
performance-based compensation plans.
Submitted by the Compensation Committee
Landon T. Clay, Chairman
Francis B. Lothrop, Jr.
Kendall Wright
9
<PAGE>
The Company believes that the S&P SmallCap 600 Index and the Equipment
(Semiconductor)-SmallCap Index reflect the stock performance of companies with
comparable market capitalization and in similar industries.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
TOTAL SHAREHOLDER RETURNS
<S> <C> <C> <C>
S&P SMALLCAP
ADE CORP/MA 600 INDEX EQUIP (SEMICONDUCTR)-SMALL
18Oct95 $100.00 $100.00 $100.00
Apr96 114.29 129.33 73.18
Apr97 133.93 134.19 89.49
Apr98 127.68 196.93 113.22
Apr99 73.21 168.78 85.04
</TABLE>
10
<PAGE>
PROPOSAL 2
APPROVAL OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed PricewaterhouseCoopers LLP as the
Company's independent accountants for the 2000 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 2000 ANNUAL MEETING
In order to be considered for inclusion in the Proxy Statement for the
Company's 2000 Annual Meeting of Stockholders, stockholder proposals must be
received by the Company no later than April 19, 2000. 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 2000 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.
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
Willard G. McGraw, Jr.
Clerk
11
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
ADE CORPORATION
------------------------
1999 ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 16, 1999
The undersigned hereby appoints Landon T. Clay and Robert C. Abbe as
proxies to represent the undersigned, with full power of substitution, at the
1999 Annual Meeting of Stockholders of ADE Corporation, to be held on September
16, 1999 at 10:00 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)
- --------------------------------------------------------------------------------
/X/ PLEASE MARK
YOUR VOTES AS
IN THE EXAMPLE.
For all nominees
listed at right WITHHOLD AUTHORITY
(except as to vote for all
marked to the nominees listed at right
contrary below)
NOMINEES: Robert C. Abbe
1. Election / / / / Harris Clay
of Landon T. Clay
Directors. H.Kimball Faulkner
Chris L.
Koliopoulos
Francis B.
Lothrop, Jr.
Kendall Wright
FOR AGAINST ABSTAIN
2. Proposal to ratify and
approve PricewaterhouseCoopers LLP as the / / / / / /
Company's independent accountants
for the fiscal year ending April 30,
2000.
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. THANK YOU.
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.
