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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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-12
AMPEX CORPORATION
(Name of Registrant as Specified in its Charter)
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>
AMPEX CORPORATION
500 BROADWAY
REDWOOD CITY, CALIFORNIA 94063
April 28, 2000
To Our Stockholders:
You are cordially invited to attend the 2000 Annual Meeting of
Stockholders of Ampex Corporation, to be held at the Westin St. Francis Hotel,
335 Powell Street, San Francisco, California, on Friday, June 9, 2000 at 9:00
a.m.
The matters expected to be acted upon at the meeting are described in
detail in the accompanying Notice of 2000 Annual Meeting of Stockholders and
Proxy Statement. A proxy, as well as a copy of the Company's 2000 Annual Report,
are included along with the Proxy Statement. These materials are being sent to
stockholders on or about April 28, 2000.
It is important that your shares be represented at the Annual Meeting,
whether or not you plan to attend. Accordingly, please take a moment now to
complete, sign, date and mail the enclosed proxy.
We look forward to seeing you at the meeting.
Sincerely,
/s/ Edward J. Bramson
--------------------------
Edward J. Bramson
CHAIRMAN
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AMPEX CORPORATION
500 Broadway
Redwood City, California 94063
NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Stockholders of
Ampex Corporation (the "Company") will be held at the Westin St. Francis Hotel,
335 Powell Street, San Francisco, California, on Friday, June 9, 2000 at 9:00
a.m. for the following purposes:
1. To elect two Class III directors to serve until the 2003 Annual
Meeting of Stockholders and until their successors have been elected
and qualified or until their earlier resignation, removal for cause or
death. The Board of Directors has nominated Craig L. McKibben and
Peter Slusser for election as the Class III directors.
2. To vote on a proposal to adopt the Company's 2000 Stock Bonus Plan,
which provides that up to 2,500,000 shares of Class A Common Stock may
be issued as stock awards granted pursuant to the 2000 Stock Bonus
Plan.
3. To vote on a proposal to ratify the selection of
PricewaterhouseCoopers LLP as independent public accountants for the
Company for the current fiscal year.
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on April 17, 2000
are entitled to notice of and to vote at the meeting and any adjournment
thereof.
By Order of the Board of Directors
/s/ Edward J. Bramson
----------------------------------
Edward J. Bramson
CHAIRMAN
Redwood City, California
April 28, 2000
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
<PAGE>
AMPEX CORPORATION
PROXY STATEMENT
APRIL 28, 2000
The accompanying proxy is solicited on behalf of the Board of Directors
of Ampex Corporation, a Delaware corporation ("Ampex" or the "Company"), for use
at the 2000 Annual Meeting of Stockholders of the Company to be held at the
Westin St. Francis Hotel, 335 Powell Street, San Francisco, California, on
Friday, June 9, 2000 at 9:00 a.m. (the "2000 Annual Meeting" or the "Meeting").
Only holders of record of the Company's Class A Common Stock, $0.01 par value
per share (the "Class A Stock") at the close of business on April 17, 2000 will
be entitled to vote. This Proxy Statement and the accompanying proxy were first
mailed to stockholders on or about April 28, 2000. An Annual Report containing
all information specified by Rule 14a-3 of the rules of the Securities and
Exchange Commission (the "SEC") was mailed to each stockholder concurrently with
a copy of this Proxy Statement.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
VOTING RIGHTS.......................................................................................................2
SOLICITATION AND REVOCABILITY OF PROXIES............................................................................2
COMPANY BACKGROUND..................................................................................................2
PROPOSAL NO. 1......................................................................................................4
ELECTION OF CLASS III DIRECTORS............................................................................4
PROPOSAL NO. 2......................................................................................................8
ADOPTION OF 2000 STOCK BONUS PLAN..........................................................................8
PROPOSAL NO. 3.....................................................................................................11
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS...............................................11
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT..........................................................................12
COMPENSATION OF EXECUTIVE OFFICERS.................................................................................17
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION.................................................................................21
COMPANY PERFORMANCE GRAPH..........................................................................................25
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................................................................26
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING......................................................................27
OTHER BUSINESS.....................................................................................................27
ANNUAL REPORT ON FORM 10-K.........................................................................................27
ANNEX A ..........................................................................................................28
AMPEX CORPORATION 2000 STOCK BONUS PLAN...................................................................28
ENCLOSURE: AMPEX CORPORATION 1999 ANNUAL REPORT
</TABLE>
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VOTING RIGHTS
Only holders of record of the Company's Class A Common Stock, par value
$0.01 per share (the "Class A Stock") at the close of business on April 17, 2000
(the "Record Date") are entitled to notice of, and to vote at, the 2000 Annual
Meeting. At the close of business on the Record Date, the Company had 56,616,598
shares of Class A Stock outstanding and entitled to vote. The presence, in
person or by proxy, of the holders of a majority of the issued and outstanding
shares of Class A Stock entitled to vote at the Meeting (28,308,300 shares) will
constitute a quorum for the transaction of business. On all matters to be voted
upon at the Meeting and any adjournment or postponement thereof, each holder of
Class A Stock will be entitled to one vote for each share held as of the Record
Date. Directors will be elected by a plurality of the votes cast in the election
of directors. Shares of Class A Stock may not be voted cumulatively for the
election of directors. Approval of Proposal No. 2 and Proposal No. 3 will
require the affirmative vote of the holders of a majority of the shares of Class
A Stock present, in person or by proxy, and entitled to vote at the Meeting.
If the enclosed proxy is properly signed and returned, the shares
represented thereby will be voted. If the stockholder specifies in the proxy how
the shares are to be voted, they will be voted as specified. If the stockholder
does not specify how the shares are to be voted, they will be voted for the
Company's nominees for election to the Board of Directors, and in favor of each
of the other items set forth in the accompanying Notice of Meeting. The
Company's transfer agent will tabulate all votes cast. Abstentions will be
counted as present in determining whether a quorum exists, but will have the
same effect as a vote against a proposal (other than with respect to the
proposal relating to the election of directors). Shares held by nominees that
are present but not voted on a proposal because the nominees were not instructed
by the beneficial owner and did not have discretionary voting power ("broker
non-votes") will be counted as present in determining whether a quorum exists,
but will be disregarded in determining whether a proposal has been approved.
SOLICITATION AND REVOCABILITY OF PROXIES
Proxies in the enclosed form are being solicited by the Company, and
the expenses of soliciting such proxies will be paid by the Company. Following
the original mailing of the proxies and other soliciting materials, the Company
and/or its agents may also solicit proxies by mail, telephone, telegraph,
facsimile or in person. The Company does not currently expect that it will
retain a proxy solicitation firm. Following the original mailing of the proxies
and other soliciting materials, the Company will request brokers, custodians,
nominees and other record holders of the Company's Class A Stock to forward
copies of the proxy and other soliciting materials to persons for whom they hold
shares of Class A Stock and to request authority for the exercise of proxies. In
such cases, the Company, upon the request of the record holders, will reimburse
such holders for their reasonable expenses.
Any person signing a proxy in the form accompanying this Proxy
Statement has the power to revoke it prior to the 2000 Annual Meeting, or at the
Meeting prior to the vote pursuant to the proxy. A proxy may be revoked by: (i)
a notice in writing delivered to the Company stating that the proxy is revoked;
(ii) a subsequent proxy executed by the person executing the prior proxy and
presented at the Meeting; or (iii) attendance at the Meeting and voting in
person.
COMPANY BACKGROUND
Ampex is a leading innovator of visual information technology. The
Company has traditionally specialized in the development and manufacture of high
performance recording products used for the acquisition and processing of data
and for the storage of mass computer data, especially images. Recently, in order
to capitalize on its expertise and technology in digital video, Ampex has been
focusing on the development and expansion of its Internet video businesses,
through internal projects, acquisitions and strategic investments, which in 1999
it consolidated in its subsidiary, iNEXTV Corporation ("iNEXTV"). Ampex is
seeking to leverage its significant experience in digital video processing to
become a major provider of Internet video programing services and technology.
During its 56-year history, Ampex has developed substantial proprietary
technology relating to the electronic storage, processing and retrieval of data,
particularly images, certain of which it has elected to patent or seek to
2
<PAGE>
patent. Ampex currently holds approximately 1,000 patents and patent
applications covering digital image-processing and recording technology, and has
licensed its patents, primarily for use in videocassette recorders and other
consumer products.
The Company's Internet video businesses are conducted primarily through
its iNEXTV subsidiary, which manages the Company's Internet operations, and its
Internet Technology Group ("ITG"), which was organized to conduct the research,
development and engineering of products and services for the Internet. The
iNEXTV network currently includes: Alternative Entertainment Network, Inc.
("AENTV" or "AENTV.com"), a provider of on demand streaming video sites about
the entertainment industry; EXBTV.com, a producer and netcaster of original
Internet programming covering the executive branch of the U.S. government; TV
onthe WEB, Inc. ("TV onthe WEB" or "TVontheWEB.com"), a leading provider of
webcasting and other Internet video services; and TV1 Internet Television ("TV1"
or "TV1.de"), one of the leading European webcasters. Ampex's Internet
operations are at an early stage of development, have not yet produced
significant revenues, involve a material risk of loss, and can be expected to be
unprofitable for a substantial period of time.
Ampex also owns MicroNet Technology, Inc. ("MicroNet"), which
manufactures disk arrays and related storage products for image-based markets,
such as the video and commercial pre-press markets. MicroNet's principal disk
storage products include its DataDock and Genesis disk array systems.
In order to focus more sharply on its Internet business, Ampex recently
announced plans to sell Ampex Data Systems Corporation ("Data Systems" or
"ADSC"), a subsidiary engaged in the manufacture and sale of high performance
mass data storage and instrumentation recorders and systems. Data Systems
products are sold primarily for use in the television broadcast and government
markets. The Company has not yet entered into a contract to sell Data Systems,
and there can be no assurance that a contract will be entered into or as to the
terms or timing of any sale. Pending consummation of a sale, and in accordance
with generally accepted accounting principles, the Company has accounted for
ADSC's operations as a discontinued business as of December 31, 1999 and for
each of the years then ended. Following the planned sale of Data Systems,
Ampex's principal products will be the MicroNet products, and its principal
business operations will be conducted by iNEXTV, ITG and MicroNet.
References to "Ampex" or the "Company" include subsidiaries and
predecessors of Ampex Corporation, unless the context indicates otherwise.
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PROPOSAL NO. 1
ELECTION OF CLASS III DIRECTORS
BACKGROUND
The number of directors comprising the Company's full Board of
Directors is five, divided into three classes, designated Class I, Class II and
Class III. The Class I directors (Edward J. Bramson and William A. Stoltzfus,
Jr.) were elected at the 1998 Annual Meeting of Stockholders for three-year
terms that will expire at the 2001 Annual Meeting of Stockholders. The Class II
director (Douglas T. McClure, Jr.) was elected at the 1999 Annual Meeting of
Stockholders for a three-year term that will expire at the 2002 Annual Meeting.
The Class III directors (Craig L. McKibben and Peter Slusser) were elected at
the 1997 Annual Meeting for three-year terms that will expire at the 2000 Annual
Meeting. The Class III directors elected at the 2000 Annual Meeting will serve
for three-year terms. A director may not be removed from office before the
expiration of his elected term except for cause, and only with the approval of
the holders of at least 80% of the Company's voting stock.
The Company's current Class III directors, Messrs. McKibben and
Slusser, have been nominated by the Board for reelection as the Class III
directors. Following the 2000 Annual Meeting, the Company will have two Class I
directors, one Class II director and two Class III directors constituting the
full Board.
ELECTION OF CLASS III DIRECTORS
At the 2000 Annual Meeting, stockholders will elect two Class III
directors who will hold office until the 2003 Annual Meeting of Stockholders and
until their successors have been elected and qualified or until their earlier
resignation, removal for cause or death. The Class III directors will be elected
by a plurality vote of the holders of Class A Stock represented and voting at
the Meeting. Shares represented by the accompanying proxy will be voted for the
election of the nominees recommended by the Company's management, unless the
proxy is marked in such a manner as to withhold authority to so vote. If a
nominee for any reason is unable to serve or for good cause will not serve, the
proxies may be voted for such substitute nominee as the proxy holder may
determine. The Company is not aware that any of its nominees will be unable to,
or for good cause will not, serve as a director.
DIRECTORS/NOMINEES
Certain information concerning the Company's incumbent directors, as
well as the nominees for election as Class III directors, is set forth below.
<TABLE>
<CAPTION>
NAME OF DIRECTOR AGE PRINCIPAL OCCUPATION DIRECTOR
---------------- --- -------------------- SINCE
--------
<S> <C> <C> <C>
CLASS I DIRECTORS/NOMINEES:
Edward J. Bramson(1)(3) 49 Director, Chairman of the Board and Chief 1992
Executive Officer of the Company
William A. Stoltzfus, Jr.(2)(3)(4) 75 Retired Vice President, Chemical Bank 1992
CLASS II DIRECTOR:
Douglas T. McClure, Jr.(2)(3)(4) 47 Managing Director, The Private Merchant 1995
Banking Company
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
CLASS III DIRECTORS:
Craig L. McKibben(1) 49 Director, Vice President, Chief Financial 1992
Officer and Treasurer of the Company
Peter Slusser(2)(3)(4) 70 President and Chief Executive Officer, 1992
Slusser Associates, Inc.
</TABLE>
- ----------------------------
(1) Member of Executive Committee.
(2) Member of Audit Committee.
(3) Member of Compensation Committee.
(4) Member of Stock Incentive Plan Committee.
CLASS I DIRECTORS
Edward J. Bramson is Chairman of the Board and Chief Executive Officer
of the Company. He has been an officer and director of the Company since 1987,
and since January 1991 has been Chief Executive Officer of the Company. Mr.
Bramson also serves as President of each of Ampex Holdings Corporation and
iNEXTV Corporation, as Vice President of MicroNet Technology, Inc., and as
Assistant Secretary of Ampex Data Systems Corporation, each of which is a
subsidiary of the Company. Mr. Bramson is a director of each such subsidiary and
of TVontheWeb, Inc. (a majority-owned subsidiary of iNEXTV Corporation) and
Ampex Finance Corporation (a subsidiary of Ampex). He is also the Chairman and
Chief Executive Officer of Sherborne Holdings Incorporated, Sherborne & Company
Incorporated and Sherborne Investments Corporation, a limited partner of Newhill
Partners, L.P. and the managing member of SH Securities Co., L.L.C. These
entities, which are private investment holding companies, may be deemed to be
affiliates of the Company. Mr. Bramson is also a director of Hillside Capital
Incorporated, a private industrial holding company with which he has been
associated since 1976.
William A. Stoltzfus, Jr. has been a director of the Company since
September 1992. Mr. Stoltzfus was a Vice President of Chemical Bank from 1984
through his retirement in 1992, where he was responsible for marketing the
bank's products in the Middle East. From 1972 to 1976, Mr. Stoltzfus was the
U.S. Ambassador to Kuwait.
CLASS II DIRECTOR
Douglas T. McClure, Jr., the Class II director, has been a director of
the Company since February 1995. Mr. McClure is a Managing Director of The
Private Merchant Banking Company, a position he has held since February 1996.
From 1992 to 1994, he was a Managing Director of New Street Capital Corporation,
a merchant banking firm, and from 1987 to 1992, he was a Managing Director of
Drexel Burnham Lambert Incorporated.
CLASS III DIRECTORS/NOMINEES
Craig L. McKibben is Vice President, Chief Financial Officer and
Treasurer of the Company. Mr. McKibben has been an officer and a director of the
Company since 1989. He also serves in the following capacities with other
Company subsidiaries: director, Vice President and Treasurer of Ampex Holdings
Corporation and iNEXTV Corporation; Vice President and Treasurer of Ampex Data
Systems Corporation; director and Vice President of Ampex Finance Corporation;
Treasurer of Alternative Entertainment Network, Inc.; and director and Interim
Chief Financial Officer of TVontheWeb, Inc. Mr. McKibben is also Vice President
and a director of Sherborne Holdings Incorporated and of Sherborne & Company
Incorporated. From 1983 to 1989, he was a partner at the firm of
PricewaterhouseCoopers LLP, independent public accountants.
Peter Slusser has been a director of the Company since March 1992.
Since July 1988, Mr. Slusser has been the President and Chief Executive Officer
of Slusser Associates, Inc., a private investment banking company, and the
President and Chief Executive Officer of GBH Investments, Inc., a private
investment company. From December 1975 to March 1988 he was Managing Director
and Head of Mergers and Acquisitions for PaineWebber
5
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Incorporated. Mr. Slusser is currently a director of Tyco International Ltd., a
global manufacturer, installer and distributor of a wide range of products and
systems, and of Sparton Corporation, an undersea defense products and
electronics contract manufacturer. He is also a director of Sherborne Holdings
Incorporated.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF CRAIG L.
MCKIBBEN AND PETER SLUSSER AS CLASS III DIRECTORS.
BOARD AND COMMITTEE MEETINGS
During the year ended December 31, 1999, the Board of Directors met
thirteen times. Each director who served on the Board during fiscal 1999
attended at least 75% of all Board meetings and meetings of Board committees on
which he served, during the periods in fiscal 1999 that he served, except as
indicated below.
Standing committees of the Board include an Executive Committee, an
Audit Committee, a Compensation Committee and a Stock Incentive Plan Committee.
The Board does not have a nominating committee or a committee performing a
similar function.
Messrs. Bramson and McKibben are currently members of the Executive
Committee. The Executive Committee generally is authorized to exercise all power
and authority of the Board to the extent permitted by Delaware law, except for
amending the Company's Certificate of Incorporation or Bylaws, issuing stock or
taking certain actions relating to a corporate merger, consolidation or
dissolution. The Executive Committee did not meet during fiscal 1999.
Messrs. McClure, Slusser and Stoltzfus are currently the members of the
Audit Committee. The Audit Committee is authorized to recommend independent
auditors for the Company, to inquire into and make recommendations to the Board
concerning the scope of the audit and to review any recommendations made by such
auditors to the Board. The Audit Committee met three times during fiscal 1999.
The American Stock Exchange recently adopted amendments to its independent
director and audit committee standards which, among other things, require that
audit committees be comprised solely of independent directors. Accordingly, Mr.
Bramson (who is not an independent director) resigned as a member of the Audit
Committee, effective as of March 28, 2000.
Messrs. Bramson, McClure, Slusser and Stoltzfus are currently the
members of the Compensation Committee. The Compensation Committee determines
salaries and other compensation for the Company's executive officers (except for
compensation under the 1992 Stock Incentive Plan, which is determined by the
Stock Incentive Plan Committee), with Mr. Bramson abstaining from decisions with
respect to his own compensation. The Compensation Committee met twice during
fiscal 1999, and Mr. Bramson did not attend one such meeting.
Messrs. McClure, Slusser and Stoltzfus are currently the members of the
Stock Incentive Plan Committee. The function of the Stock Incentive Plan
Committee is to administer the Company's 1992 Stock Incentive Plan and any
successor or additional stock incentive plans. The Stock Incentive Plan
Committee met thirteen times during fiscal 1999.
DIRECTORS' COMPENSATION
Directors who are officers of the Company receive no additional
compensation for serving on the Board of Directors or any Board committee. For
1999, the Company paid a quarterly retainer to non-employee directors of $5,000
each for service on the Board and Board committees. The Company also granted to
each non-employee director a nonqualified option to acquire 10,000 shares of
Class A Stock, at an exercise price of $3.75 per share. Such options were vested
in full upon grant, and will expire 15 months thereafter.
6
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
During fiscal 1999, Messrs. Bramson, McClure, Slusser and Stoltzfus
served as members of the Compensation Committee of the Company's Board of
Directors. Mr. Bramson, the Company's Chairman and Chief Executive Officer, does
not participate in decisions of the Compensation Committee with respect to his
own compensation. During fiscal 1999, Mr. McKibben was an executive officer of
the Company and a director of Sherborne Holdings Incorporated ("SHI") and
Sherborne & Company Incorporated ("SCI"), each of which, during 1999, had an
executive officer (Mr. Bramson) who served as a director of the Company and on
its Compensation Committee. In addition, during fiscal 1999, Mr. Bramson was an
executive officer of the Company, a director of SHI, SCI and Sherborne
Investments Corporation, and the managing member of SH Securities Co., LLC.
During fiscal 1999, each of these entities had an executive officer (Mr.
McKibben) who served as a director of the Company. See "Certain Relationships
and Related Transactions."
7
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PROPOSAL NO. 2
ADOPTION OF 2000 STOCK BONUS PLAN
The Company's 2000 Stock Bonus Plan (the "Plan"), provides for the
issuance of up to 2,500,000 shares of Class A Stock as stock bonuses or direct
stock purchase rights to directors, executive officers and other key employees,
as well as to certain consultants, advisors and service providers. A detailed
description of the Plan is set forth below, immediately following this Proposal.
On March 28, 2000, the Board approved the Plan, subject to approval by the
stockholders of the Company at the Meeting.
The primary purposes of the Plan are to permit the Company to pay
non-cash, equity compensation to eligible individuals for services provided to
the Company, and to encourage continued service with the Company and the
achievement of certain performance objectives by such individuals. In its
recruitment and retention of employees, Ampex competes with other high
technology and Internet service companies. The Company believes that the Plan is
an important compensation vehicle that will allow the Company to attract and
retain highly qualified employees in its core businesses, and will align the
long-range interests of key employees with the interests of the Company's
stockholders. The Plan will also enable the Company to conserve cash that
otherwise might be required to pay compensation to eligible individuals.
In recommending the Plan, the Board considered a number of factors,
including the Company's present cash requirements in connection with the
implementation of its Internet video business strategy, the availability as of
March 28, 2000 of up to 3,929,456 shares of Class A Stock which may be issued
pursuant to stock options granted under the Company's 1992 Stock Incentive Plan,
the recommendations of an independent compensation consultant, and the fact that
the 2,500,000 shares to be issued pursuant to the Plan represent approximately
4% of the Company's total outstanding shares of Class A Stock, on a
fully-diluted basis. The Board believes that the proposed Plan is in the best
interests of the Company and its stockholders.
The Company's executive officers and directors have an interest in
approval of this Proposal, because additional shares will be available for
awards to these individuals under the Plan if this Proposal is approved.
Approval of this Proposal requires the affirmative vote of the holders
of a majority of the outstanding shares of Class A Stock represented and voting
at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL
2000 STOCK BONUS PLAN
Set forth below is a summary of the material features of the Company's
2000 Stock Bonus Plan. A complete copy of the text of the Plan is set forth as
Annex A to this Proxy Statement.
ELIGIBLE INDIVIDUALS
Stock awards may be granted to officers, employees and directors of the
Company or of any Parent or Subsidiary of the Company (as defined in the Plan),
and to consultants and advisors of the Company, its Parent or any Subsidiary,
who are natural persons and who have provided bona fide services to the Company,
its Parent or such Subsidiary, other than in connection with the offer or sale
of securities in a capital-raising transaction or related to promoting or
maintaining a market for the Company's securities. At the date of this Proxy
Statement, the Company has approximately 10 officers, 413 other employees, 8
directors and 14 consultants and advisors who are potentially eligible to
receive grants of stock awards under the Plan, subject to approval by the
Committee.
8
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SHARES SUBJECT TO THE PLAN
The total number of shares of Class A Stock that may be issued under
the Plan may not exceed 2,500,000 shares of Class A Stock (approximately 4% of
the Company's total outstanding shares of Class A Stock, on a fully-diluted
basis as of the Record Date), subject to adjustment in the event of certain
changes in the Company's capitalization. Such shares may consist of authorized
but unissued shares, or treasury shares. Except for a person who prior to the
time of grant of a stock award was not an eligible individual, no person
participating in the Plan may receive a stock award for more than 250,000 shares
of Class A Stock in the aggregate in any calendar year. As of April 17, 2000,
the market value of the Class A Stock was $2.25 per share, based on the closing
price per share of Class A Stock on the American Stock Exchange on that date.
ADMINISTRATION
The Plan will be administered by a committee appointed by the Board
(the "Committee"). The Committee will consist of at least two "non-employee
directors," within the meaning of Rule 16b-3 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). The Committee members will also be
"outside directors," within the meaning of Section 162 (m)(4)(C) of the Internal
Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder.
The Company expects that the Committee members will be Messrs. McClure, Slusser
and Stoltzfus. See "Proposal No. 1 -- Election of Class III Directors -- Board
and Committee Meetings," above. Subject to the limits imposed by the Plan, the
Committee will generally determine the meaning and application of the Plan's
provisions; the individuals eligible to receive awards; the number of shares
subject to each award and the consideration for such award; and the terms and
conditions, including vesting schedules and performance criteria, if any, of
each award. The Committee will also have the power to amend or modify the Plan
and the awards granted under the Plan, except as set forth in the Plan, and to
accelerate the vesting of any stock award granted under the Plan.
STOCK AWARDS
Stock awards under the Plan may be granted as a bonus for past services
rendered, or as an incentive for future services to be rendered, to the Company
or any Parent or Subsidiary, or as an inducement for the recipient's entering
into an employment or consulting agreement with the Company or any Parent or
Subsidiary. The Committee may issue shares of Class A Stock pursuant to stock
awards that vest immediately upon grant, or in one or more installments over a
grantee's period of service with the Company or earlier upon the attainment of
specific performance goals. The Committee may also grant stock awards providing
for future issuances of specified numbers of shares of Class A Stock upon the
satisfaction of specific service requirements or earlier upon the attainment of
one or more performance goals established by the Committee. However, in no event
may shares of Class A Stock subject to direct stock purchase awards under the
Plan be issued for a purchase price of less than the Fair Market Value per share
(as defined in the Plan), nor may shares of Class A Stock subject to stock bonus
awards under the Plan be valued at less than the Fair Market Value per share.
If a grantee ceases to remain in the service of the Company or any
Parent or Subsidiary while holding unvested shares of Class A Stock issued
pursuant to the Plan, then the grantee will be required to surrender the
unvested shares to the Company for cancellation and the Company will be required
to repay to the grantee the appropriate amount of consideration for such shares.
However, the Committee may, in its discretion, waive this cancellation provision
under Plan. Under certain circumstances, unvested shares of Class A Stock issued
pursuant to the Plan will vest in the event of a Change of Control of the
Company (as defined in the Plan). The Committee may, in its discretion,
determine either to require the Company to hold unvested shares of Class A Stock
in escrow until they vest or to cause the Company to issue to the grantee
legended stock certificates representing the unvested shares and reflecting the
applicable restrictions on transfer set forth in the Plan. The Committee may
permit a grantee to pay the applicable purchase price for any shares to be
issued under the Plan by delivering a full-recourse promissory note to the
Company, the terms of which note will be determined by the Company subject to
the limits contained in the Plan.
9
<PAGE>
Stock awards granted under the Plan are generally non-transferable,
except upon death and subject to the vesting and other provisions of the Plan.
AMENDMENT AND TERMINATION OF THE PLAN. The Committee may amend the Plan
at any time and in any respect, except that the Committee cannot amend the Plan
(i) to adversely affect a grantee's rights and obligations with respect to
unvested shares under the Plan without such grantee's consent; or (ii) without
the approval of the Company's stockholders to the extent required under Section
16(b) of the Exchange Act. The Plan will become effective on the date it is
approved at the Meeting, and will terminate on the earlier of (x) the day
immediately before the tenth anniversary of the effective date, or (y) the date
on which all shares available for issuance under the Plan have been issued,
PROVIDED that the Board has the power to terminate the Plan on an earlier date.
OUTSTANDING AWARDS. As of the date of this Proxy Statement, no stock
awards have been granted under the Plan. Awards that will be granted in the
future cannot be determined at this time, because all such decisions are within
the discretion of the Committee. However, as indicated above, the Committee may
not grant awards to any participant during any calendar year with respect to
more than 250,000 shares.
FEDERAL INCOME TAX INFORMATION
The following is a brief summary of the Federal income tax treatment of
the Plan, based on Federal income tax laws in effect on the date of this Proxy
Statement. This summary is not exhaustive and does not describe state or local
tax consequences. A stock award granted under the Plan generally will be taxable
as income to the grantee at the time the shares of Class A Stock issued pursuant
to the award become vested and are no longer subject to forfeiture. The amount
of income recognized by the grantee will be based upon the Fair Market Value per
share of such Class A Stock at the time of such vesting, less any amount paid
for such share. With respect to any unvested shares issued to the grantee
pursuant to the Plan, the grantee may, alternatively, make an election pursuant
to Section 83(b) of the Code, to include in gross income for the current taxable
year the Fair Market Value of such unvested shares on the date of such issuance,
less any amount paid for such shares. The grantee must file this election with
the Internal Revenue Service and the Company within 30 days of the date of such
issuance. However, tax paid by the grantee pursuant to a Section 83(b) election
is not creditable or otherwise recoverable if the unvested shares of Class A
Stock are subsequently forfeited due to separation from service with the Company
prior to the vesting date. The Company will generally be allowed to claim a tax
deduction for federal income tax purposes equal to the amount of ordinary income
recognized by the grantee on the date of such recognition. With the approval of
the Committee, a grantee may elect to satisfy applicable tax withholding
requirements by requesting that the Company withhold a portion of the shares of
Class A Stock otherwise issuable, deliverable or released from escrow to the
grantee having an equivalent Fair Market Value.
ACCOUNTING TREATMENT
For accounting purposes, the Company will recognize compensation
expense in the amount of the Fair Market Value of the shares of Class A Stock
subject to stock awards granted under the Plan on the date of grant pro rata
over the period of years during which the awards are earned.
ERISA
The Company believes that the Plan is not subject to any of the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA") and
is not qualified under Section 401(a) of the Code.
10
<PAGE>
PROPOSAL NO. 3
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Company has selected PricewaterhouseCoopers LLP ("PWC") as its
principal independent accountants to perform the audit of the Company's
financial statements for fiscal 2000, and the stockholders are being asked to
ratify this selection. PWC and its predecessors have audited the financial
statements of the Company and its predecessors since 1987. Representatives of
PWC are expected to be present at the Meeting, will be given an opportunity to
make a statement at the Meeting if they desire to do so, and are expected to be
available to respond to appropriate questions. The affirmative vote of the
holders of a majority of the Company's outstanding shares of Class A Stock
represented and voting at the Meeting is required for approval of this Proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
---
11
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
GENERAL
As of the date of this Proxy Statement, the Company's authorized
capital stock consists of Class A Stock, Class C Stock, and Preferred Stock, par
value $1.00 per share (the "Preferred Stock"). The Class A Stock and Class C
Stock are sometimes collectively called the "Common Stock." On the Record Date,
there were 56,616,598 shares of Class A Stock outstanding and no shares of Class
C Stock outstanding. The holders of Class A Stock are entitled to elect all
members of the Board. The holders of Class C Stock are not entitled to any
voting rights, except as required by law. Shares of Class C Stock are
convertible into Class A Stock under certain circumstances.
The Company's authorized Preferred Stock includes three series,
designated as the 8% Noncumulative Preferred Stock (the "Noncumulative Preferred
Stock"); the 8% Noncumulative Convertible Preferred Stock (the "Convertible
Preferred Stock"); and the 8% Noncumulative Redeemable Preferred Stock (the
"Redeemable Preferred Stock"). As of the close of business on the Record Date,
there were no shares of Noncumulative Preferred Stock outstanding, 1,125 shares
of Convertible Preferred Stock remaining outstanding and 18,783 shares of
Redeemable Preferred Stock outstanding. Shares of Noncumulative Preferred Stock
and Redeemable Preferred Stock are not convertible into Common Stock. Each share
of Convertible Preferred Stock is convertible, at the option of the holder
thereof, into 500 shares of Class A Stock, based on a conversion price of $4.00
per share, subject to adjustment under certain circumstances. The holders of
Preferred Stock are not entitled to any voting rights, except as required by law
and in the specific circumstances set forth in the Certificates of Designations,
Preferences and Rights governing each series of Preferred Stock. In the event
that (and for so long as) the Company shall have failed to discharge any
mandatory redemption obligation with respect to either the Convertible Preferred
Stock or the Redeemable Preferred Stock, the Company's Board of Directors will
be increased by one director and the holders of all shares of such Preferred
Stock, voting as a single class, will be entitled to elect such additional
director.
As of the Record Date, there were 805 record holders of Class A Stock
(reflecting approximately 19,206 beneficial owners), no record holders of Class
C Stock, no record holders of Noncumulative Preferred Stock, two record holders
of Convertible Preferred Stock and 15 record holders of Redeemable Preferred
Stock.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the
beneficial ownership of the Company's voting securities by each person known by
the Company to be the beneficial owner of more than 5% of the Company's voting
securities as of the Record Date. Class C Stock, Convertible Preferred Stock and
Redeemable Preferred Stock are nonvoting and are not reflected in the table
below. Unless otherwise indicated, the persons named in the table below have
sole voting and investment power with respect to all shares shown as
beneficially owned by them. However, as indicated by the notes following the
table, certain shares are deemed to be beneficially owned by more than one
person or entity as a result of attribution of ownership among affiliated
persons and entities.
12
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OF CLASS
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP ----------
-------------- ------------------- ----------
<S> <C> <C> <C>
Class A Stock, Edward J. Bramson(1) 8,865,883 15.6%
$0.01 par value
Craig L. McKibben(2) 3,405,928 6.0%
Ampex Retirement Master 2,763,272 4.9%
Trust(3)
</TABLE>
- --------------------------
(1) Edward J. Bramson is Chairman of the Board and Chief Executive Officer of
the Company. His address is 135 East 57th Street, 32nd Floor, New York, New
York 10022. Mr. Bramson has stated, in certain filings with the SEC
pursuant to Sections 13(d) and 16(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), that he disclaims, or does not
admit, beneficial ownership of certain shares shown in the table above for
purposes of Sections 13(d), 13(g) and 16 of the Exchange Act, or otherwise.
Mr. Bramson is the controlling stockholder of Sherborne Investments
Corporation ("SIC"), controls SH Securities Co., LLC, a limited liability
company ("SHLLC"), and serves as co-administrator of the Ampex Retirement
Master Trust (the "Ampex Trust") (see Note 3 below). Mr. Bramson is also
the controlling stockholder of Sherborne & Company Incorporated ("SCI").
SCI is the general partner of a partnership that controls the voting stock
of Sherborne Holdings Incorporated ("SHI"). Accordingly, Mr. Bramson may be
deemed to own beneficially all shares of Class A Stock beneficially owned,
directly or indirectly, by SIC, SHLLC, the Ampex Trust, SCI and SHI.
However, Mr. Bramson has no pecuniary interest in the shares held by the
Ampex Trust, and has stated in filings with the SEC under Section 13(d) of
the Exchange Act that he expressly disclaims any beneficial interest in
such shares. The number of shares of Class A Stock shown in the table as
beneficially owned by Mr. Bramson includes the following: 2,905,410 shares
owned by Mr. Bramson directly; 2,500 shares subject to outstanding vested
options held by Mr. Bramson under the Company's 1992 Stock Incentive Plan;
1,450,000 shares beneficially owned by SIC; 400,000 shares beneficially
owned by SHLLC; 2,763,272 shares reported in the table as beneficially
owned by the Ampex Trust; 431,479 shares beneficially owned by SCI; 693,566
shares beneficially owned by SHI and a subsidiary of SHI (of which 150,000
shares are subject to an option granted by SHI to Craig L. McKibben); and
219,656 shares beneficially owned by Craig L. McKibben (see Note 2), with
respect to which SHI holds a proxy. Of the total shares reported as
beneficially owned, Mr. Bramson shares voting power with respect to 219,656
shares, and shares investment power with respect to 2,763,272 shares.
(2) Craig L. McKibben is a director and executive officer of the Company. His
address is 135 East 57th Street, 32nd Floor, New York, New York 10022. Mr.
McKibben has stated, in certain filings with the SEC pursuant to Sections
13(d) and 16(a) of the Exchange Act, that he disclaims, or does not admit,
beneficial ownership of certain shares shown in the table above for
purposes of Sections 13(d), 13(g) and 16 of the Exchange Act, or otherwise.
Mr. McKibben serves as co-administrator of the Ampex Trust (see Note 3
below) and, accordingly, Mr. McKibben may be deemed to own beneficially all
shares of Common Stock beneficially owned by such trust. However, he has no
pecuniary interest in the shares held by the Ampex Trust and has stated in
filings with the SEC under Section 13(d) of the Exchange Act that he
expressly disclaims any beneficial interest in such shares. The number of
shares of Class A Stock shown in the table as beneficially owned by Mr.
McKibben includes the following: 219,656 shares owned by Mr. McKibben
directly; 273,000 shares subject to outstanding options held by Mr.
McKibben under the Company's 1992 Stock Incentive Plan (of which 235,820
such options are currently exercisable or will
13
<PAGE>
become exercisable within 60 days of the Record Date); 150,000 shares
subject to outstanding options granted to Mr. McKibben by SHI; and
2,763,272 shares reported in the table as beneficially owned by the Ampex
Trust. Of the total shares reported as beneficially owned, Mr. McKibben
shares voting power with respect to 219,656 shares and shares investment
power with respect to 2,763,272 shares.
(3) The Ampex Retirement Master Trust (the "Ampex Trust") is a pension trust
holding assets for the Ampex Corporation Employees' Retirement Plan and the
Quantegy Media Corporation (formerly Ampex Media Corporation) Retirement
Plan. Its address is c/o State Street Bank and Trust Company, Master Trust
Services, W5A, One Enterprise Drive, North Quincy, Massachusetts 02171. The
number of shares of Class A Stock shown in the table as beneficially owned
by the Ampex Trust includes 2,575,772 outstanding shares and 187,500 shares
issuable upon conversion of the 375 shares of Convertible Preferred Stock
held by the Ampex Trust. Investment power with respect to all shares shown
in the table is shared by Mr. Bramson and Mr. McKibben. See Notes 1 and 2
above.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information as to each class of
outstanding equity securities of the Company beneficially owned as of the Record
Date by: (i) each director and nominee; (ii) the Company's Chief Executive
Officer and the other four most highly compensated executive officers who were
officers as of December 31, 1999; and (iii) all current directors and executive
officers as a group. No executive officer or director of the Company owns
securities of any parent or subsidiary of the Company (other than directors'
qualifying shares), except as indicated in the footnotes to the table below.
Unless otherwise indicated, the persons named in the table below have sole
voting and investment power with respect to all shares shown as beneficially
owned by them. The inclusion of any shares for any stockholder in the table
below shall not be deemed an admission that such stockholder is, for any
purpose, the beneficial owner of such shares. An asterisk denotes beneficial
ownership of less than 1% of the class of securities indicated.
14
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME OF BENEFICIAL PERCENTAGE
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS
-------------- ---------------- ----------- ----------
<S> <C> <C> <C>
Class A Stock, Edward J. Bramson(1) 8,865,883 15.6%
$0.01 par value
Craig L. McKibben(2) 3,405,928 6.0%
Douglas T. McClure, Jr.(3) 27,500 *
Peter Slusser(3) 17,500 *
William A. Stoltzfus, Jr.(3) 18,500 *
Robert L. Atchison(4) 274,660 *
K. Michael Cooper(5) 252,000 *
Richard J. Jacquet(6) 146,000 *
Joel D. Talcott (7) 165,425 *
All current directors and
executive officers as a group (8) 10,043,718 17.3%
Convertible Edward J. Bramson(1) 375 33.3%
Preferred Stock,
$1.00 par value Craig L. McKibben(2) 375 33.3%
All current directors and
executive officers as a group 375 33.3%
Redeemable Edward J. Bramson(1) 714 3.8%
Preferred Stock,
$1.00 par value Craig L. McKibben(2) 714 3.8%
All current directors and
executive officers as a group 714 3.8%
</TABLE>
- ------------------------------
(1) See Note 1 under the "Security Ownership of Certain Beneficial Owners"
table above. The shares of Convertible Preferred Stock and Redeemable
Preferred Stock reported in this table are held by the Ampex Trust. Mr.
Bramson serves as co-administrator of this trust.
(2) See Note 2 under the "Security Ownership of Certain Beneficial Owners"
table above. The shares of Convertible Preferred Stock and Redeemable
Preferred Stock reported in this table are held by the Ampex Trust. Mr.
McKibben serves as co-administrator of this trust.
15
<PAGE>
(3) Includes 15,000 shares subject to outstanding options, all of which are
currently exercisable or will become exercisable within 60 days of the
Record Date.
(4) Includes 15,000 shares owned directly by Mr. Atchison; 3,000 shares held by
him in a custodial account for a minor grandchild (with respect to which he
has stated in filings with the SEC under Section 13(d) of the Exchange Act
that he expressly disclaims beneficial ownership); and 256,660 shares
subject to outstanding options granted under the 1992 Stock Incentive Plan,
of which 198,440 such options are currently exercisable or will become
exercisable within 60 days of the Record Date.
(5) Includes 250,000 shares subject to outstanding options granted under the
1992 Stock Incentive Plan, of which 150,314 such options are currently
exercisable or will become exercisable within 60 days of the Record Date.
(6) Includes 142,000 shares subject to outstanding options granted under the
1992 Stock Incentive Plan, of which 112,370 such options are currently
exercisable or will become exercisable within 60 days of the Record Date.
(7) Includes 136,925 shares subject to outstanding options granted under the
1992 Stock Incentive Plan, of which 106,245 such options are currently
exercisable or will become exercisable within 60 days of the Record Date.
(8) Includes an aggregate of 1,104,335 shares subject to outstanding options,
of which 850,689 such options are currently exercisable or will become
exercisable within 60 days of the Record Date. Shares that are deemed
beneficially owned by both Mr. Bramson and Mr. McKibben are counted only
once in the total shares reported. See Notes 1 and 2 above.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers, directors, and certain stockholders
owning more than 10% of any class of the Company's equity securities ("10%
Stockholders") to file reports with the SEC indicating their ownership of
securities of the Company and any changes in such ownership. Executive officers,
directors and 10% Stockholders are required to provide copies of these reports
to the Company. Based on a review of copies of all such reports filed with
respect to fiscal 1999 and furnished to the Company, as well as certain written
representations provided to the Company by executive officers, directors and
certain 10% Stockholders, all such reports required to be filed with respect to
fiscal 1999 have been filed in a timely manner.
16
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY OF COMPENSATION
The following table summarizes the compensation earned by or paid to
the Company's Chief Executive Officer and the other four most highly compensated
executive officers during 1999 who were officers as of December 31, 1999
(collectively, the "Named Executives") for their services to the Company and its
subsidiaries during fiscal 1999, 1998 and 1997. The Company does not have
employment contracts with any of the Named Executives. See "Termination of
Employment and Change-in-Control Arrangements," below.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------------------------------------------------------------------------
LONG
OTHER SECURITIES TERM ALL OTHER
ANNUAL RESTRICTED UNDERLYING INCENTIVE COMPEN-
NAME AND BONUS COMPEN- STOCK OPTIONS/ PLAN SATION
PRINCIPAL POSITION YEAR SALARY($) ($) SATION ($) AWARDS SARS(#)(1) PAYOUTS($) ($)(2)
- ------------------ ---- --------- --- ---------- ------ ---------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Edward J. Bramson, 1999 165,008 0 0 0 0 0 0
Chairman and 1998 155,008 0 0 0 0 0 0
Chief Executive 1997 155,008 0 0 0 0 0 0
Officer(3)
Robert L. Atchison, 1999 178,500 147,351 0 0 25,000 0 4,000
Vice President 1998 178,500 69,000 0 0 151,000 0 4,000
1997 178,500 140,000 0 0 90,000 0 4,000
K. Michael Cooper, 1999 200,004 50,000 0 0 125,000 0 2,400
Vice President(4) 1998 104,810 20,000 0 0 125,000 0 0
Richard J. Jacquet, 1999 173,105 75,000 0 0 15,000 0 4,000
Vice President 1998 159,380 60,000 0 0 66,500 0 4,000
1997 157,500 75,000 0 0 37,500 0 4,000
Joel D. Talcott, 1999 170,359 134,792 0 0 20,000 0 4,000
Vice President and 1998 156,971 108,820 0 0 49,000 0 4,000
Secretary 1997 155,160 49,213 0 0 22,500 0 4,000
</TABLE>
- --------------------------
(1) On November 6, 1998 and October 28, 1997, the Stock Incentive Plan
Committee of the Board of Directors authorized the Company to allow the
holders of certain "out of the money" stock options to voluntarily cancel
those options in exchange for an equivalent number of new options with
exercise prices of $1.0625 and $3.125, respectively, (the fair market value
of the Company's Class A Stock on November 6, 1998 and October 28, 1997,
respectively), but with different vesting and expiration schedules.
Accordingly:
(i) all of the options granted to Mr. Atchison in 1998 and 65,000 of the
options granted to him in 1997 were granted in exchange for the
cancellation of the same number of options.
17
<PAGE>
(ii) all of the options granted to Mr. Cooper in 1998 were granted in
exchange for the cancellation of the same number of options.
(iii) all of the options granted to Mr. Jacquet in 1998 and 30,000 of the
options granted to him in 1997 were granted in exchange for the
cancellation of the same number of options.
(iv) all of the options granted to Mr. Talcott in 1998 and 12,500 of the
options granted to him in 1997 were granted in exchange for the
cancellation of the same number of options.
(2) All amounts disclosed under "All Other Compensation" consist of matching
Company contributions under the Ampex Savings Plan, which is an
employee-contributory savings incentive plan intended to qualify under
Section 401(k) of the Internal Revenue Code.
(3) Mr. Bramson's salary for 1999, 1998 and 1997 reflects a voluntary reduction
of $10,000, $20,000 and $20,000, respectively, in order to make funds
available for 1999, 1998 and 1997 bonuses to other employees.
(4) Mr. Cooper was hired by the Company on June 17, 1998.
TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
Each Named Executive except Mr. Bramson is party to an Employment
Security Letter pursuant to which he is entitled to continuation of salary,
average bonus and medical and insurance benefits for 24 months following a
"change in control" of the Company (as defined in the Employment Security
Letter) in which he is terminated, his compensation and benefits are reduced to
less than 90% of then-current compensation and benefits or he is relocated to a
work location more than 50 miles from his current work location. Such benefits
are subject to deferral or reduction as necessary to avoid excise tax under
Section 4999 of the Internal Revenue Code and to ensure deductibility under
Section 280G of the Internal Revenue Code, and will cease if the Named Executive
accepts employment with a company engaged in business similar to the Company's
business.
OPTION/SAR GRANTS
The following table describes the options to purchase shares of the
Company's Class A Stock granted to the Company's Named Executives during fiscal
1999 and the potential value of such options at the end of their terms, assuming
certain levels of stock price appreciation.
18
<PAGE>
OPTION/SAR GRANTS IN FISCAL 1999
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE AT
ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION
INDIVIDUAL GRANTS (1) FOR OPTION TERM (1)(2)
- ------------------------------------------------------- --------------------------------------------------------
% OF TOTAL
NUMBER OF OPTIONS/
SECURITIES SARS
UNDERLYING GRANTED TO EXERCISE
OPTIONS/ EMPLOYEES OR BASE
SARS IN FISCAL PRICE EXPIRATION
NAME GRANTED (#) YEAR (3) ($/SHARE) DATE 5% ($) 10% ($)
---- ----------- -------- --------- ---- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Edward J. Bramson 0 -- -- -- -- --
Robert L. Atchison 25,000(4) 1.97% $3.875 11/6/03 $15,318 $31,822
K. Michael Cooper 125,000(4) 9.85% $2.125 4/21/03 $42,002 $87,253
Richard J. Jacquet 15,000(4) 1.18% $3.875 11/6/03 $ 9,191 $19,093
Joel D. Talcott 20,000(4) 1.58% $2.125 4/21/03 $ 6,720 $13,961
</TABLE>
- ------------------------
(1) All options are nonqualified stock options granted pursuant to the
Company's 1992 Stock Incentive Plan. Upon exercise, the Company may elect
to pay cash to the holder for all or part of his options, rather than
issuing shares of Class A Stock. All options were granted with an exercise
price greater than or equal to the fair market value on the date of grant.
(2) Potential realizable values reflect the difference between the option
exercise price on the date of grant and the fair market value of the
Company's Class A Stock at the end of the option term, assuming 5% and 10%
compounded annual appreciation of the stock price from the date of grant
until the expiration of the option. The 5% and 10% appreciation rates are
assumed pursuant to rules promulgated by the SEC and do not reflect actual
historical or projected rates of appreciation of the Class A Stock.
Assuming such appreciation, on April 21, 2003, the per share value for the
options granted to Messrs. Cooper and Talcott would be $2.47 at 5% or $2.83
at 10% (based on a fair market value of $2.125 on January 21, 1999, which
was the grant date for the options granted to them that are listed in the
table above). With respect to Messrs. Atchison and Jacquet, assuming such
rates of appreciation, on November 6, 2003 the per share value would be
$4.49 at 5% and $5.15 at 10% (based on a fair market value of $3.875 on
August 6, 1999, the date the options were granted to them). The foregoing
values do not reflect appreciation actually realized by the Named
Executives. See "Option/SAR Exercises and Values," below.
(3) For purposes of calculating these percentages, the total number of options
granted to all employees in fiscal 1999 was 1,283,850.
(4) The options granted on January 21, 1999 became exercisable as to 34% of the
shares on January 21, 2000 and become exercisable as to an additional 8.25%
each quarter thereafter until January 21, 2002. The options granted on
August 6, 1999 become exercisable as to 34% of the shares on August 6,
2000, and as to an additional 8.25% each quarter thereafter until August 6,
2002.
19
<PAGE>
OPTION/SAR EXERCISES AND VALUES
The following table provides certain information concerning the
exercise of stock options during 1999 and the value of unexercised options to
purchase shares of the Company's Class A Stock held by the Company's Named
Executives as of December 31, 1999.
AGGREGATED OPTION/SAR EXERCISES IN FISCAL 1999 AND
FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FISCAL YEAR END FISCAL YEAR END(1)
-------------------------------------------------------------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE (#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ -------- ----------- ------------- ----------- -------------
($)
<S> <C> <C> <C> <C> <C> <C>
Edward J. Bramson 0 $0 2,500 0 $0 $0
Robert L. Atchison 69,340 $204,690 165,220 91,440 $654,761 $324,023
K. Michael Cooper 0 $0 70,000 180,000 $301,875 $643,438
Richard J. Jacquet 0 $0 97,740 44,260 $395,035 $148,684
Joel D. Talcott 0 $0 91,965 43,210 $314,023 $157,978
</TABLE>
- ------------------------
(1) The fair market value per share of Class A Stock on December 31, 1999 was
$5.375, based on the closing price on the American Stock Exchange (as
reported by an on-line quotation service) on December 31, 1999, which was
the last trading day of the year.
PENSION PLAN
The Company maintains an Employees' Retirement Plan for its employees
(the "Retirement Plan"). The Retirement Plan is a defined benefit plan under
which a participant's annual post-retirement pension benefit is generally
determined by the employee's years of credited service as determined under the
Retirement Plan ("Credited Service") and his or her average annual earnings
during the highest 60 consecutive months of the last 120 consecutive months of
service ("Final Average Annual Compensation"). Effective February 1, 1994, the
accrual of additional benefits under the Retirement Plan was discontinued by
providing that a participant's benefits will be determined on the basis of
Credited Service and Final Average Annual Compensation accrued to the earlier of
termination of employment or January 31, 1994. There are no employee
contributions under the Retirement Plan. Under applicable Internal Revenue Code
limits, the maximum annual benefit payable under the Retirement Plan, as of
January 1, 1999, is $130,000, assuming that payments are made on a straight life
or qualified joint and survivor basis, beginning at age 65.
The following table describes the estimated annual benefits payable
upon retirement under the Retirement Plan at specified compensation levels and
for specified years of Credited Service. As indicated above, Final Average
Annual Compensation and Years of Credited Service for each employee were frozen
during 1994.
20
<PAGE>
PENSION PLAN TABLE
<TABLE>
<CAPTION>
FINAL AVERAGE
ANNUAL
COMPENSATION YEARS OF CREDITED SERVICE
- -------------------- -------------------------------------------------------------------------------------------------------
15 20 25 30 35 40
-- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C>
125,000 $25,200 $33,500 $41,900 $50,300 $ 58,700 $ 67,100
150,000 30,400 40,500 50,700 60,800 70,900 81,100
175,000 35,700 47,500 59,400 71,300 83,200 95,100
200,000 40,900 54,500 68,200 81,800 95,400 109,100
225,000 44,900 59,900 74,900 89,900 104,900 119,800
250,000 44,900 59,900 74,900 89,900 104,900 119,800
300,000 44,900 59,900 74,900 89,900 104,900 119,800
400,000 44,900 59,900 74,900 89,900 104,900 119,800
450,000 44,900 59,900 74,900 89,900 104,900 119,800
500,000 44,900 59,900 74,900 89,900 104,900 119,800
</TABLE>
A participant's annual pension payable as of normal retirement date
will be equal to the following (subject to a minimum benefit level and to the
freezing of benefits as described above): 1.1% of that portion of the Final
Average Annual Compensation, up to the "Social Security Integration Amount" in
effect for 1994, plus 1.4% of that portion of the Final Average Annual
Compensation in excess of the Social Security Integration Amount, multiplied by
the number of years of Credited Service. As a result of the benefit freeze, the
Social Security Integration Amount, which is determined based on a participant's
year of birth, has been frozen at the level that was applicable for each year of
birth in 1994. The Social Security Integration Amount was $24,312 for a
participant retiring in 1994 at age 65. For purposes of determining Final
Average Annual Compensation, salary, overtime and sales commissions are
included. For each of the Named Executives covered by the Retirement Plan, such
compensation for fiscal 1993 is equal to the compensation disclosed in the
"Salary" column in the Summary Compensation Table. Because of the freeze
implemented in January 1994, compensation during 1994 or subsequent years will
not be used to determine Final Average Annual Compensation for the Named
Executives. The table above assumes that benefits are payable for life from
normal retirement date (age 65) and are computed on a straight life basis. The
benefits payable are not subject to any deduction for Social Security or other
offset amounts.
Since January 31, 1994, the Final Average Annual Compensation and the
estimated years of Credited Service for each of the Named Executives have been
as follows: Mr. Atchison -- $138,524; 18 years 2 months; Mr. Jacquet --
$117,987; 5 years 5 months; and Mr. Talcott - $130,706; 19 years 3 months.
Messrs. Bramson and Cooper are not participants in the Retirement Plan. In
addition to the estimated benefits payable shown in the table above, Mr. Talcott
is eligible to receive $15,140 per year upon retirement at normal retirement age
under the terms of the Ampex Corporation Supplemental Retirement Income Plan,
which was terminated as of December 31, 1987. No other Named Executives are
eligible to participate in this plan.
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
NOTE: THE FOLLOWING SECTION OF THIS PROXY STATEMENT SHALL NOT BE DEEMED TO BE
INCORPORATED BY REFERENCE INTO ANY FILING BY THE COMPANY WITH THE SEC UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934, NOTWITHSTANDING
ANY INCORPORATION BY REFERENCE OF ANY OTHER PORTIONS OF THIS PROXY STATEMENT.
21
<PAGE>
Compensation for the Company's executive officers for fiscal 1999 was
determined by the Compensation Committee of the Board of Directors (with Mr.
Bramson abstaining from decisions with respect to his own compensation). The
Compensation Committee (the "Committee") has provided the following report with
respect to the compensation of executive officers for fiscal 1999.
OVERVIEW
The Company believes that the compensation of all employees, including
executive officers, must be sufficient to attract and retain highly qualified
personnel and must align compensation with the Company's short-term and
long-term business strategies and performance goals. In the case of executive
officers, it must also provide meaningful incentives for measurably superior
performance. To insure that its compensation practices remain competitive, the
Company regularly compares its compensation policies with those of other similar
companies.
The Company's compensation philosophy for executive officers is to pay
above-average total compensation when superior performance is achieved, both by
the Company and the individual executive. In recent years, because of the
Company's financial situation and its cash requirements, superior performance
for the Company has been equated with achieving certain levels of sales,
operating cash flow, profit and other indicators of financial performance.
Superior performance by an individual is measured according to a variety of
objective and subjective factors. Based on available data reviewed by the
Company, the Company believes that the base salary of its chief executive
officer is significantly below the median salary for comparable positions with
other companies in the electronics and other technology industries. Aggregate
base salaries for the Company's other executive officers as a group are below
average for comparable positions in other high-technology companies. If superior
performance is achieved both by the Company and the individual, the base salary
plus cash bonuses will compensate an executive at above-average levels. If the
Company does not achieve financial targets and/or individual performance is not
superior, total compensation will be below comparable average total compensation
levels.
COMPONENTS OF EXECUTIVE COMPENSATION
The Company provides several different types of compensation for its
executive officers in order to achieve its goals of encouraging technological
innovation, fostering teamwork and enhancing the loyalty of valuable
employees. The Committee believes that the achievement of these goals will
ultimately enhance stockholder value. The components of executive
compensation are as follows:
SALARY. The Committee establishes base salaries for its executive
officers by reviewing salaries and annual bonuses for comparable positions with
other companies. Salary increases are granted from time to time based on both
individual performance and on the Company's ability to pay such increases.
CASH INCENTIVE PLANS. In 1997, 1998 and 1999, the Company paid its
executive officers cash bonuses under cash incentive plans based on the
financial performance of the Company and on their individual performance.
1992 STOCK INCENTIVE PLAN. The Company's 1992 Stock Incentive Plan (the
"Plan") provides for the granting of stock options and stock appreciation rights
with respect to the Company's Class A Stock to directors, executive officers and
other employees and service providers. Grants under the Plan during 1999 to
executive officers are described above in "Compensation of Executive Officers --
Option/SAR Grants." The purpose of the Plan is to provide additional incentives
for participants to maximize stockholder value. Through the Plan, the long-range
interests of employees are aligned with the interests of the stockholders of the
Company as these employees build an ownership interest in the Company. In fiscal
1996, the Plan was amended to conform to regulations adopted by the SEC under
Section 16 of the Securities Exchange Act of 1934, as amended (the "1934 Act").
As so amended, the Plan provides that, except with respect to non-employee
directors, all decisions with respect to officers and directors subject to
Section 16 of the 1934 Act shall be made by a Committee that is composed solely
of two or more non-employee directors. All decisions with regard to awards to
any non-employee directors shall be made by the Company's Board of Directors,
without the participation or vote of such non-employee director. During fiscal
1999, the Stock Incentive
22
<PAGE>
Plan Committee of the Board, which is composed solely of non-employee directors,
made all decisions with respect to options for executive officers of the
Company.
LIMITATION ON DEDUCTIBILITY OF CERTAIN COMPENSATION
The Internal Revenue Code was amended in 1993 to add Section 162(m),
which limits the deductibility, for income tax purposes, of certain executive
compensation in excess of $1,000,000 for any individual Named Executive in a
single tax year. Based on the current compensation of its Named Executives, the
Company does not believe that Section 162(m) will have any impact on the Company
in the near term. Accordingly, the Company has not yet established a general
policy regarding potential changes in its compensation programs to address the
possible impact of Section 162(m). However, during 1994 the 1992 Stock Incentive
Plan was amended to minimize the effect of Section 162(m) on compensation under
the Plan.
FISCAL 1999 COMPENSATION
COMPENSATION OF CHIEF EXECUTIVE OFFICER; RELATIONSHIP TO COMPANY
PERFORMANCE. For fiscal 1999, Edward J. Bramson, the Company's Chairman and
Chief Executive Officer, received a salary of $165,008 for his services to the
Company and its subsidiaries. The Compensation Committee had initially set his
salary at $175,000 for 1999. However, Mr. Bramson offered to reduce his salary
by $10,000 in order to make funds available for bonuses to other employees. As
indicated above, the Committee believes that Mr. Bramson's base salary is
significantly below the median salary for chief executive officers with other
companies in the electronics and other technology industries.
Mr. Bramson did not receive any options under the Plan during fiscal
1999. In February 1998, Mr. Bramson purchased a total of 75,000 shares of Class
A Stock from the Company at prevailing market prices. Of these shares, 18,750
are subject to repurchase by the Company under certain circumstances. Mr.
Bramson and his affiliates also own other shares of Class A Stock. See "Security
Ownership of Certain Beneficial Owners and Management," above. The Committee
believes that this stock ownership by Mr. Bramson and his affiliates creates a
strong incentive for Mr. Bramson to remain with the Company, as well as aligning
his interest with the interests of the stockholders of the Company by giving him
an incentive to enhance the market value of the Company's Class A Stock. See
"Certain Relationships and Related Transactions," below.
The value of Mr. Bramson's stock options (as well as the value of
shares that he and his affiliates own) is directly related to the performance of
the Company, as measured by the price of its Class A Stock. The salary component
of Mr. Bramson's compensation for fiscal 1999 was a fixed amount and accordingly
did not have any particular relationship to the Company's performance. However,
the Committee believes that Mr. Bramson's contributions to the Company during
1999 amply justified his salary. In the future, Mr. Bramson's compensation
package may include eligibility for cash bonuses, the payment of which will be
tied to both individual and Company performance.
COMPENSATION OF OTHER EXECUTIVE OFFICERS. The compensation of other
executive officers for fiscal 1999 was determined by the Compensation Committee
in accordance with the general principles described above. Salary levels
increased from 1998 levels, and were below average for comparable positions with
other high technology companies. For the reasons indicated below, the Committee
concluded that cash bonuses for fiscal 1999 to all executive officers except Mr.
Bramson were appropriate. The bonuses ranged in amount from $50,000 to $147,351
and totaled $457,143 for the Company's six executive officers. Of this amount,
$276,143 was paid based on the accomplishment of specific objectives by
individual officers, or the achievement of specific financial performance levels
by the Company. A substantial portion of bonuses paid for 1999 was allocated to
executives by Mr. Bramson in accordance with authority delegated to him by the
Committee, and the remainder was approved by the Committee, in its discretion,
after review of recommendations made by Mr. Bramson. In making the decision to
pay discretionary bonuses for fiscal 1999, the Committee considered the
contributions made by each officer in his particular area of responsibility.
23
<PAGE>
Except for options granted pursuant to the exchange program described
below, the Stock Incentive Plan Committee did not grant any options under the
Plan to the named executive officers. See "Option/SAR Grants in Fiscal 1999,"
above.
COMPENSATION COMMITTEE
Peter Slusser, Chairman
Edward J. Bramson
Douglas T. McClure, Jr.
William A. Stoltzfus, Jr.
24
<PAGE>
COMPANY PERFORMANCE GRAPH
NOTE: THE FOLLOWING SECTION OF THIS PROXY STATEMENT SHALL NOT BE DEEMED TO BE
INCORPORATED BY REFERENCE INTO ANY FILING BY THE COMPANY WITH THE SEC UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934, NOTWITHSTANDING
ANY INCORPORATION BY REFERENCE OF ANY OTHER PORTIONS OF THIS PROXY STATEMENT.
The following chart compares the stock price performance of the Company
from December 31, 1994 through December 31, 1999 to that of the companies
included in the S&P 500 Index and the companies included in the S&P High
Technology Composite Index.
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG AMPEX CORPORATION, S&P 500 INDEX
AND S&P HIGH TECHNOLOGY COMPOSITE INDEX
FROM DECEMBER 31, 1994 THROUGH DECEMBER 31, 1999*
[GRAPHIC]
<TABLE>
<CAPTION>
DECEMBER 31
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ampex $ 100.00 $376.29 $881.94 $223.42 $ 99.95 $511.52
S&P 500 100.00 137.58 169.17 225.60 290.08 351.12
S&P HTCI 100.00 144.04 204.35 257.68 445.72 780.60
</TABLE>
* Assumes $100 invested in Class A Stock, the S&P 500 Index and the S&P High
Technology Composite Index on December 31, 1994. Data with respect to returns
for the S&P indices is not readily available for periods shorter than one month.
Total return is calculated for the S&P indices assuming reinvestment of
dividends. The Company has not paid any dividends.
25
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From January 1, 1999 to the present, there have been no transactions
involving more than $60,000 in which the Company or any of its subsidiaries was
a party and in which any executive officer, director, beneficial owner of more
than 5% of any class of the Company's voting securities, or member of the
immediate family of any of the foregoing persons, had a material interest,
except as indicated in "Compensation of Executive Officers," above, and as
follows:
In February 1995, Sherborne Investments Corporation ("SIC"), a
corporation controlled by the Company's Chief Executive Officer, Edward J.
Bramson, issued a five-year promissory note to the Company in connection with
the purchase by SIC, as Mr. Bramson's designee, of 1,500,000 shares of Class A
Stock. The note bears interest at 7.96%, which was the applicable Federal rate
in effect when the note was issued. In January 1999, the Compensation Committee
authorized SIC to repay this note either in cash or, at its option, by
surrendering shares of Class A Stock to the Company, valued at the fair market
value of those shares on the date of repayment. In August 1999, the Compensation
Committee approved the extension of the maturity date of the note for an
additional five years, to January 2005. The largest amount outstanding under the
note during 1999 was $1,779,050, which was the amount outstanding as of March
31, 2000. Accrued interest on the note from January 1, 1999 through December 31,
1999, which amounted to $141,612, was paid in cash in 1999.
In October 1996, SH Securities Co., LLC ("SHSC"), a limited liability
company controlled by Mr. Bramson, issued a promissory note (the "Old Note") to
the Company in connection with the purchase by SHSC, as Mr. Bramson's designee,
of 400,000 shares of Class A Stock. The Old Note was due and payable in full in
October 2001 and provided for interest to be paid at the applicable Federal
rate, which was then 6.72%. All of the 400,000 shares of Class A Stock were
pledged to the Company as security for payment on the Old Note. In September
1998, in recognition of Mr. Bramson's contributions to the Company, the Board of
Directors decided to modify the terms of the Old Note in order to provide him
with a further incentive for his continued service as an officer and director of
the Company. Accordingly, the Company exchanged the Old Note for a New Note in
the same amount, upon the following terms. The New Note will mature on October
15, 2008. Subject to Mr. Bramson's continued service as an officer and director
of the Company, the principal amount of the New Note will be reduced by $176,000
each year to $440,000 on the maturity date, and accrued interest payable on the
note will be forgiven on each interest payment date. The New Note will bear
interest at 5.74% per annum, which was the applicable Federal rate in effect at
the time the New Note was issued. If, during any period of ten consecutive
trading days, the average closing price of the Class A Stock on the American
Stock Exchange equals or exceeds $7.00, the unpaid principal balance of the New
Note will automatically be reduced to $440,000. Payments under the New Note are
also secured by a pledge of the 400,000 shares of Class A Stock. On October 15,
1999, the principal amount of the New Note was reduced by $176,000 (from
$2,024,000 to $1,848,000) and $147,840 of accrued interest through that date was
forgiven in accordance with foregoing terms.
On October 29, 1997, November 7, 1997 and February 18, 1998, the
Company issued a total of 400,000 shares of its Class A Stock to Mr. Bramson.
The shares were sold for an aggregate purchase price of $1,268,752 (based on the
fair value per share of Class A Stock on the date the Company's Board of
Directors approved each such issuance), of which 20% was paid in cash and the
balance by five-year promissory notes issued by Mr. Bramson (the "1997-1998
Notes"). The 1997-1998 Notes bear interest, payable annually at the applicable
Federal rate in effect when the 1997- 1998 Notes were issued. In January 1999,
the Compensation Committee authorized Mr. Bramson to repay 1997-1998 Notes
either in cash or, at his option, by surrendering shares of Class A Stock to the
Company, valued at fair market value on the date of such repayment. In August
1999, the Compensation Committee approved the extension of the maturity date of
each of the 1997-1998 Notes for an additional five years, to October 2007,
October 2007 and February 2008, respectively. The largest aggregate amount
outstanding under the 1997-1998 Notes during 1999 was $1,015.000.50, which was
the aggregate amount outstanding as of March 31, 2000. Mr. Bramson paid accrued
interest, in cash, on the 1997-1998 Notes equal to $63,123 in 1999. All of the
400,000 shares have been pledged to the Company as security for payment of the
1997-1998 Notes.
In September 1998, the Company also agreed, pursuant to two agreements,
that in the event of a Change of Control (as defined therein), Mr. Bramson will
have the right to surrender the shares of Class A Stock securing the
26
<PAGE>
New Note and the 1997-1998 Notes, in exchange for the full release and
cancellation of any claims by the Company for repayment of such Notes, and the
return of such Notes and any cash payments previously made by him in payment for
such shares, without interest.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
The Company anticipates that its 2001 Annual Meeting of Stockholders
will be held on or about May 18, 2001. Under SEC regulations, the deadline for
submitting stockholder proposals for inclusion in the Company's Proxy Statement
and proxy relating to its 2001 Annual Meeting of Stockholders is December 29,
2000. Under the Company's By-Laws, stockholder proposals submitted after
December 29, 2000 must be received by the Company between March 11 and March 31,
2001 in order to be considered at the 2001 Annual Meeting.
OTHER BUSINESS
The Board does not presently intend to bring any other business before
the Meeting and, so far as is known to the Board, no matters are to be brought
before the Meeting except as specified in the accompanying Notice of Meeting. As
to any business that may properly come before the Meeting, however, it is
intended that proxies, in the form enclosed, will be voted in accordance with
the judgment of the persons voting such proxies.
ANNUAL REPORT ON FORM 10-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS
SOLICITED, UPON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K/A FOR ITS FISCAL YEAR ENDED DECEMBER 31, 1999 FILED
WITH THE SEC, INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO. THE
COMPANY DOES NOT UNDERTAKE TO FURNISH WITHOUT CHARGE COPIES OF ALL EXHIBITS TO
ITS FORM 10-K, BUT WILL FURNISH ANY EXHIBIT UPON THE PAYMENT OF A CHARGE EQUAL
TO THE COMPANY'S COSTS OF COPYING AND MAILING ANY SUCH EXHIBITS. SUCH WRITTEN
REQUESTS SHOULD BE DIRECTED TO MS. KAREN DEXTER, DIRECTOR OF INVESTOR RELATIONS,
AMPEX CORPORATION, 500 BROADWAY, MAIL STOP 1101, REDWOOD CITY, CALIFORNIA 94063.
EACH SUCH REQUEST MUST SET FORTH A GOOD FAITH REPRESENTATION THAT, AS OF THE
CLOSE OF BUSINESS ON APRIL 17, 2000, THE PERSON MAKING THE REQUEST WAS A
BENEFICIAL OWNER OF SECURITIES ENTITLED TO VOTE AT THE MEETING.
By Order of the Board of Directors
/s/ Edward J. Bramson
--------------------------------------
Edward J. Bramson
CHAIRMAN
ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING
PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
27
<PAGE>
ANNEX A
AMPEX CORPORATION
2000 STOCK BONUS PLAN
1. PURPOSE.
The purpose of the Plan is to promote the interests of Ampex
Corporation, a Delaware corporation (the "Corporation"), by providing eligible
individuals with the opportunity to acquire, through stock bonus or direct stock
purchase, a proprietary interest, or otherwise increase their existing
proprietary interest, in the Corporation, as an incentive for them to perform
services for the benefit of the Corporation (or any Parent or Subsidiary as
defined below).
2. DEFINITIONS.
For purposes of the Plan:
2.1 "Board" shall mean the Corporation's Board of Directors.
2.2 "Change in Capitalization" shall mean any increase or reduction in
the number of outstanding shares of Common Stock, or any change (including, but
not limited to, a change in par value) in the shares of Common Stock or exchange
of shares of Common Stock for a different number or kind of shares or other
securities of the Corporation, by reason of a reclassification,
recapitalization, merger, consolidation, reorganization, spin-off, split-up,
issuance of warrants or rights or debentures, stock dividend, stock split or
reverse stock split, cash dividend, property dividend, combination or exchange
of shares, repurchase of shares, change in corporate structure or otherwise.
2.3 "Change of Control" shall mean a change in ownership or control of
the Corporation effected through any of the following:
(a) a merger, consolidation or reorganization approved by the
Corporation's stockholders, unless securities representing more than fifty
percent (50%) of the total combined voting power of the voting securities of the
successor corporation are immediately thereafter beneficially owned, directly or
indirectly, and in substantially the same proportion, by the persons who
beneficially owned the Corporation's outstanding voting securities immediately
prior to such transaction;
(b) any stockholder-approved sale or other transfer of all or
substantially all the Corporation's assets as an entirety;
(c) the acquisition, directly or indirectly, by any person or
related group of persons (other than the Corporation or a person that as of the
Plan Effective Date, directly or indirectly controls, is controlled by or is
under common control with, the Corporation), of beneficial ownership (within the
meaning of Rule 13d-3 under the 1934 Act) of securities possessing more than
fifty (50%) of the total combined voting power of the Corporation's outstanding
voting securities pursuant to a tender or exchange offer or otherwise; or
(d) a change in the composition of the Board over a period of
thirty-six (36) consecutive months or less such that a majority of the Board
members ceases, by reason of one or more contested elections for Board
membership, to be comprised of individuals who either (A) have been Board
members continuously since the beginning of such period or (B) have been elected
or nominated for election as Board members during such period by at least a
majority of the Board members described in clause (A) who were still in office
at the time the Board approved such election or nomination.
28
<PAGE>
2.4 "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.5 "Committee" shall mean a committee as described in Section 3.1
hereof, consisting of at least two (2) nonemployee directors (within the meaning
of Rule 16b-3 under the 1934 Act) of the Corporation appointed by the Board to
administer the Plan and to perform the functions set forth herein.
2.6 "Common Stock" shall mean the Corporation's Class A Common Stock,
par value $0.01 per share.
2.7 "Corporation" shall have the meaning set forth in Section 1 hereof.
2.8 "Eligible Individual" shall mean any of the following who provide
services to the Corporation (or any Parent or Subsidiary), and who are
designated by the Committee, in its sole discretion, as eligible to receive
Stock Awards under the Plan, subject to the conditions set forth herein: (i)
officers (including officers who serve as directors), (ii) employees, (iii)
non-employee directors, or (iv) consultants or advisors, provided that with
respect to such consultants or advisors (x) they are natural persons, (y) they
provide bona fide services to the Corporation (or such Parent or Subsidiary) and
(z) the services for which a Stock Award is made hereunder are not in connection
with the offer or sale of securities in a capital-raising transaction, and do
not directly or indirectly promote or maintain a market for the Corporation's
securities.
2.9 "Fair Market Value" on any date shall mean the closing price of the
Common Stock on the last trading day immediately prior to such date on the
principal national securities exchange on which such Common Stock is listed or
admitted to trading, or, if such Common Stock is not so listed or admitted to
trading, the arithmetic mean of the per share closing bid price and per share
closing asked price of the Common Stock on the last trading day immediately
prior to such date as quoted on the National Association of Securities Dealers
Automated Quotation System or such other market in which such prices are
regularly quoted, or, if there have been no published bid or asked quotations
with respect to the Common Stock on such date, the Fair Market Value shall be
the value established by the Board in good faith.
2.10 "Grantee" shall mean a person to whom a Stock Award has been
granted under the Plan.
2.11 "1934 Act" shall mean the Securities Exchange Act of 1934, as
amended.
2.12 "Parent" shall mean any corporation (other than the Corporation)
in an unbroken chain of corporations ending with the Corporation if each of the
corporations other than the Corporation owns stock possessing 50% or more of the
combined voting power of all classes of stock in one of the other corporations
in such chain. The Committee shall have authority, at its discretion, to
determine that an unincorporated entity which holds, directly or indirectly, at
least a 50% voting interest in one of the other corporation in the chain, shall
be treated as a corporation for purposes of this definition.
2.13 "Plan" shall mean the Corporation's 2000 Stock Bonus Plan.
2.14 "Plan Effective Date" shall mean June __, 2000, the date on which
the Plan was approved by the affirmative vote of the holders of a majority of
the securities of the Corporation present, or represented by proxy, and entitled
to vote at a meeting of stockholders duly held in accordance with the applicable
laws of the State of Delaware.
2.15 "Stock Award" shall mean shares of Common Stock or rights to
acquire shares of Common Stock awarded to an Eligible Individual pursuant to
Section 5 hereof.
29
<PAGE>
2.16 "Subsidiary" shall mean any corporation in an unbroken chain of
corporations beginning with the Corporation if each of the corporations other
than the last corporation in the unbroken chain owns stock possessing 50% or
more of the combined voting power of all classes of stock in one of the other
corporations in such chain. The Committee shall have authority, at its
discretion, to determine that an unincorporated entity in which the Corporation
holds, directly or indirectly, at least a 50% voting interest, shall be treated
as a corporation for purposes of this definition.
2.17 "Withholding Taxes" shall mean the Federal, state and local income
and employment withholding tax liabilities and any other tax which the
Corporation is required by any law or regulation of any governmental authority
to withhold in connection with the shares of Common Stock granted hereunder.
3. ADMINISTRATION.
3.1 The Plan shall be administered by the Committee, which shall hold
meetings at such times as may be necessary for the proper administration of the
Plan. The Committee shall keep minutes of its meetings. A quorum shall consist
of not less than two (2) members of the Committee and a majority of a quorum may
authorize any action. Any decision or determination reduced to writing and
signed by a majority of all of the members of the Committee shall be as fully
effective as if made by a majority vote at a meeting duly called and held. Each
member of the Committee shall be a nonemployee director within the meaning of
Rule 16b-3 promulgated under the 1934 Act. Such Committee members shall also be
"outside directors" within the meaning of Section 162(m)(4)(C) of the Code and
the regulations thereunder. No member of the Committee shall be liable for any
action, failure to act, determination or interpretation made in good faith with
respect to this Plan or any transaction hereunder, except for liability arising
from his or her own willful misfeasance, gross negligence or reckless disregard
of his or her duties. The Corporation hereby agrees to indemnify each member of
the Committee for all costs and expenses and, to the extent permitted by
applicable law, any liability incurred in connection with defending against,
responding to, negotiating for the settlement of or otherwise dealing with any
claim, cause of action or dispute of any kind arising in connection with any
actions in administering this Plan or in authorizing or denying authorization to
any transaction hereunder.
3.2 Subject to the express terms and conditions set forth herein, the
Committee shall have the power from time to time to select, upon recommendation
by the Corporation's management, those Eligible Individuals to whom Stock Awards
shall be granted under the Plan and to determine the number of shares of Common
Stock to be granted pursuant to each Stock Award, the consideration therefor,
and the terms and conditions of each Stock Award, including the restrictions,
performance criteria or vesting schedule, if any, relating to such shares of
Common Stock; PROVIDED, HOWEVER, that: (i) the Committee shall have the power to
fix the purchase price per share of Common Stock subject to direct stock
purchase, which may not be less than the Fair Market Value per share at the date
of issuance; and (ii) any Stock Award to be granted as a bonus, rather than
pursuant to a direct stock purchase, shall not be valued by the Committee at
less than Fair Market Value. Subject to Section 6 below, the purchase price for
shares of Common Stock sold to a Grantee shall be payable by or on behalf of
such Grantee to the Corporation in cash or by check.
3.3 Subject to the express terms and conditions set forth herein, the
Committee shall have the power from time to time:
(a) to construe and interpret the Plan and the Stock Awards
granted hereunder and to establish, amend and revoke rules and regulations for
the administration of the Plan, including, but not limited to, correcting any
defect or supplying any omission, or reconciling any inconsistency in the Plan,
in the manner and to the extent it shall deem necessary or advisable to make the
Plan fully effective and comply with applicable law, including Rule 16b- 3 under
the Exchange Act and the Code, to the extent applicable. All decisions and
determinations by the Committee in the exercise of this power shall be final,
binding and conclusive upon the Corporation, its Parent and Subsidiaries and
Grantees, and all other persons having any interest therein;
(b) to determine the duration and purposes for leaves of
absence which may be granted to a Grantee on an individual basis without
constituting a termination of service for purposes of the Plan;
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(c) to amend, modify or cancel any outstanding Stock Award
with the consent of the Grantee, or to accelerate the vesting of any Stock Award
or waive the Grantee's obligations to surrender shares or the Corporation's
repurchase rights with respect to any Stock Award;
(d) to exercise its discretion with respect to the powers and
rights granted to it as set forth in the Plan;
(e) generally, to exercise such powers and to perform such
acts as are deemed necessary or advisable to promote the best interests of the
Corporation with respect to the Plan; and
(f) to provide for the limited transferability of Stock Awards
to certain family members, family trusts or family partnerships of Grantees.
4. STOCK SUBJECT TO THE PLAN.
4.1 The stock issuable under the Plan shall be shares of authorized but
unissued or reacquired Common Stock, including shares repurchased by the
Corporation on the open market. The maximum number of shares of Common Stock
initially reserved for issuance over the term of the Plan shall not exceed
2,500,000.
4.2 Except for a person who prior to the time of grant of a Stock Award
has not been an Eligible Individual, no one person participating in the Plan may
receive Stock Awards for more than 250,000 shares of Common Stock in the
aggregate per calendar year, beginning with the 2000 calendar year.
4.3 Upon the granting of a Stock Award, the number of shares of Common
Stock available under Section 4.1 hereof for the granting of further Stock
Awards shall be reduced by the number of shares of Common Stock in respect of
which the Stock Award is granted. Unvested shares issued under the Plan and
subsequently surrendered to the Corporation, or repurchased by the Corporation
at the original issue price paid per share pursuant to the Corporation's
repurchase rights under the Plan, shall be added back to the number of shares of
Common Stock reserved for issuance under the Plan and accordingly be available
for re-issuance under the Plan.
4.4 In the event of a Change in Capitalization, the Committee shall, in
its sole discretion, conclusively determine the appropriate adjustments, if any,
to the maximum number and class of shares of Common Stock or other stock or
securities with respect to which Stock Awards may be granted under the Plan. The
adjustments, if any, determined by the Committee shall be binding and
conclusive.
5. STOCK AWARDS.
5.1 The Committee may grant Stock Awards to Eligible Individuals.
Subject to Section 3.2 above, Stock Awards may be granted (i) as a bonus for
past services rendered to the Corporation (or any Parent or Subsidiary), (ii) as
an incentive for future services to be rendered to the Corporation (or any
Parent or Subsidiary), or (iii) as an inducement for the recipient's entering
into an employment or consulting agreement with the Corporation (or any Parent
or Subsidiary).
5.2. Subject to Section 3.2 above, the Committee may issue shares of
Common Stock in fulfillment of Stock Awards which are fully and immediately
vested upon grant, or which are to vest in one or more installments over the
Grantee's period of service or earlier upon attainment of designated performance
goals established by the Committee, and may grant Stock Awards that provide for
future issuance of a specified number of shares of Common Stock upon the
attainment of service requirements or earlier upon attainment of one or more
performance goals established by the Committee.
5.3. Upon the issuance of shares of Common Stock in fulfillment of a
Stock Award, whether or not the Grantee's interest in the shares shall have
fully vested at the time of issuance, the Grantee shall have all of the rights
of a stockholder with respect to the shares issued, including the right to vote
the shares and to receive all dividends or
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other distributions paid or made with respect to such shares, subject, however,
to the Grantee's obligations to surrender, and the Corporation's rights to
repurchase, unvested shares pursuant to this Plan and to any restrictions on
transferability established by the Committee with respect to such shares at the
time of grant. No Stock Award granted under this Plan that is subject to any
Grantee's obligation to surrender shares, the Corporation's repurchase rights or
any other restrictions pursuant to this Plan or any Stock Award may be
transferred by a Grantee, except by will or the laws of descent and
distribution; PROVIDED, HOWEVER, that any Stock Awards transferred shall remain
subject to all such obligations, rights and restrictions.
5.4. Any new, substituted or additional securities or other property
(including money paid other than as a regular cash dividend) which the Grantee
may have the right to receive with respect to the Grantee's unvested shares of
Common Stock by reason or any Change in Capitalization shall be issued subject
to (i) the same vesting requirements, if any, applicable to the Grantee's
unvested shares and (ii) such escrow arrangements as the Committee shall deem
appropriate.
5.5. Should the Grantee cease to remain in the service of the
Corporation (or any Parent or Subsidiary) while holding one or more unvested
shares of Common Stock, then those shares shall be immediately surrendered to
the Corporation for cancellation, and the Grantee shall have no further
stockholder rights with respect to those shares. To the extent the surrendered
shares were previously issued to the Grantee for consideration paid in cash or
cash equivalent (including the Grantee's purchase money indebtedness), the
Corporation shall repay to the Grantee the cash consideration paid for the
surrendered shares and shall cancel the unpaid principal balance of any
outstanding purchase money indebtedness attributable to the surrendered shares.
Notwithstanding the foregoing or any other provision of this Plan to the
contrary, in the event of any such cessation of service by reason of death,
disability, normal retirement, early retirement with the consent of the
Corporation, termination of employment or consulting services to enter public or
military service with the consent of the Corporation or leave of absence
approved by the Corporation, or in the event of hardship or other special
circumstances, of a Grantee who holds a Stock Award with respect to unvested
shares that are subject to a Grantee's obligations to surrender the shares, the
Corporation's rights to repurchase the shares, or any restrictions on transfer,
the Committee may take any action that it deems to be equitable under the
circumstances or in the best interests of the Corporation, including without
limitation waiving or modifying any limitation, requirement or restriction with
respect to any Stock Award under this Plan.
5.6. Outstanding Stock Awards that provide for future issuance of
Common Stock shall automatically terminate, and no shares of Common Stock shall
actually be issued in fulfilment of those Stock Awards, if the service
requirements established for such Awards are not attained. The Committee,
however, shall have the authority to issue shares of Common Stock in fulfilment
of one or more unattained Stock Awards in its discretion.
5.7. In the event of a Change of Control, the obligations of each
Grantee to surrender unvested shares and the Corporation's repurchase rights
with respect to such shares shall terminate automatically, and all of such
unvested shares shall immediately vest in full, except to the extent (i) such
repurchase rights and the benefit of such obligations are assigned to the
successor corporation (or parent thereof) or otherwise continue in full force
and effect pursuant to the terms of the Change of Control, or (ii) such
accelerated vesting is precluded by other limitations imposed by the Committee
at the time the Stock Award is granted; PROVIDED, HOWEVER, that such unvested
shares shall not vest if and to the extent that such vesting would cause the
disallowance to the Corporation under the "excess parachute payment" rules under
Section 280G of the Code of a deduction with respect to such shares.
5.8. Shares of Common Stock which have been issued but have not yet
fully vested may, in the Committee's discretion, be held in escrow by the
Corporation until the Grantee's interest in such shares vests, or may be issued
directly to the Grantee with restrictive legends on the certificates
representing the unvested shares, evidencing the Grantee's obligations to
surrender, and, if applicable, the Corporation's right to repurchase those
shares pursuant to the Plan.
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6. FINANCING.
The Committee may permit any Grantee to pay all or a portion of the
purchase price of shares issued under the Plan by delivering a full-recourse,
interest bearing promissory note, payable in one or more installments. The terms
of the note (including the interest rate, maturity date and terms of repayment)
shall be established by the Committee in its sole discretion. In no event may
the maximum credit available to the Grantee exceed the sum of (i) the aggregate
purchase price payable for the shares plus (ii) any Federal, state or local
income tax liability incurred by the Grantee in connection with such share
purchase.
7. TAX WITHHOLDING.
The Corporation's obligation to deliver shares of Common Stock in
connection with the granting or vesting of a Stock Award under the Plan shall be
subject to the satisfaction of all applicable Federal, state and local income
and employment tax withholding requirements. If a Grantee is to experience a
taxable event in connection with any Stock Award under the Plan, the Grantee
must make arrangements satisfactory to the Corporation to provide for the timely
payment of all applicable Withholding Taxes upon such taxable event. The
Committee may, in its sole discretion, authorize the Corporation to permit a
Grantee to satisfy the obligation to pay all or a portion of any such
Withholding Taxes by having the Corporation withhold a portion of the shares of
Common Stock otherwise issuable, deliverable or released from escrow to the
Grantee having an aggregate Fair Market Value, on the date of issuance, delivery
or release, as applicable, equal to the amount of such Withholding Taxes
designated by the Grantee and approved by the Committee.
8. EFFECTIVE DATE AND TERM OF THE PLAN.
8.1. The Plan shall become effective immediately upon the Plan
Effective Date.
8.2. The Plan shall terminate upon the earliest of (i) the close of
business on June __, 2010, the day immediately preceding the tenth anniversary
of the Plan Effective Date, or (ii) the date on which all shares of Common Stock
available for issuance under the Plan shall have been issued, and no Stock Award
may be granted thereafter; PROVIDED, HOWEVER, that the Board, in its sole
discretion, may sooner terminate the Plan.
9. AMENDMENT OF THE PLAN.
The Board shall have complete and exclusive power and authority to
amend or modify the Plan in any or all respects. However, no such amendment or
modification shall adversely affect the rights and obligations with respect to
unvested stock issuances at the time outstanding under the Plan unless the
Grantee consents to such amendment or modification. To the extent necessary
under Section 16(b) of the 1934 Act and the rules and regulations promulgated
thereunder or under applicable laws or securities exchange rules, no amendment
to the Plan shall be effective unless approved by the stockholders of the
Corporation in accordance with applicable laws and regulations.
10. REGULATORY APPROVALS.
10.1 The implementation of the Plan and the issuance of any shares of
Common Stock under the Plan shall be subject to the Corporation's procurement of
all approvals and permits required by regulatory authorities having jurisdiction
over the Plan and the shares of Common Stock issued pursuant to it.
10.2 No shares of Common Stock or other assets shall be issued or
delivered under the Plan unless and until there shall have been compliance with
all applicable requirements of Federal and state securities laws, including the
filing and effectiveness of the Form S-8 registration statement for the shares
of Common Stock issuable under the Plan, and all applicable listing requirements
of any stock exchange on which the Common Stock is then listed for trading.
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<PAGE>
11. NON-EXCLUSIVITY OF THE PLAN.
The adoption of the Plan by the Board shall not be construed as
amending, modifying, or rescinding any previously approved incentive
arrangement, or as creating any limitations on the power of the Board to adopt
such other incentive arrangement as it may deem desirable, including, without
limitation, the granting of stock awards otherwise than under the Plan.
12. LIMITATION OF LIABILITY.
As illustrative of the limitations of liability of the Corporation, but
not intended to be exhaustive thereof, nothing in the Plan shall be construed
to:
(a) give any person any right to be granted a Stock Award
other than at the sole discretion of the Committee;
(b) give any person any rights whatsoever with respect to
shares of Common Stock except as specifically provided in the Plan;
(c) limit in any way the right of the Corporation, or any
Parent or Subsidiary, as the case may be, to terminate the employment of any
person at any time; or
(d) be evidence of any agreement or understanding, expressed
or implied, that the Corporation, or its parent or subsidiary corporations, as
the case may be, will employ any person at any particular rate of compensation
or for any particular period of time.
13. MULTIPLE AWARDS.
The terms of each Stock Award may differ from other Stock Awards
granted under the Plan at the same time, or at some other time. The Committee
may also grant more than one Stock Award per year to a given Grantee during the
term of the Plan.
14. GOVERNING LAW.
Except as to matters of federal law, this Plan and the rights of all
persons claiming hereunder shall be construed and determined in accordance with
the laws of the State of Delaware without giving effect to conflicts of law
principles thereof.
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PROXY CARD
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE
ANNUAL MEETING OF STOCKHOLDERS
AMPEX CORPORATION
JUNE 9, 2000
|PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED|
<TABLE>
<CAPTION>
<S> <C> <C>
PLEASE MARK YOUR VOTES
[ X ] AS IN THIS EXAMPLE
FOR the nominee WITHHOLD Authority to vote for
listed at right the nominee at right
1. ELECTION OF [ ] [ ] NOMINEE: CRAIG L. MCKIBBEN
CLASS III
DIRECTORS [ ] [ ] NOMINEE: PETER SLUSSER
FOR AGAINST ABSTAIN
2. PROPOSAL TO ADOPT 2000 STOCK [ ] [ ] [ ]
BONUS PLAN
FOR AGAINST ABSTAIN
3. PROPOSAL TO RATIFY THE SELECTION [ ] [ ] [ ]
OF PRICEWATERHOUSECOOPERS LLP
AS INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE 2000 FISCAL YEAR
I PLAN TO ATTEND MEETING [ ]
</TABLE>
The undersigned acknowledges receipt of (a) the Notice of 2000 Annual Meeting of
Stockholders, (b) the accompanying Proxy Statement and (c) the Company's 1999
Annual Report.
STOCKHOLDERS ARE URGED TO DATE, MARK, SIGN AND RETURN THIS PROXY PROMPTLY IN THE
ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED STATES
<TABLE>
<CAPTION>
<S> <C> <C> <C>
SIGNATURE_________________ DATE__________, 2000 SIGNATURE________________ DATE__________, 2000
Signature if held jointly
</TABLE>
PROXY INSTRUCTIONS:
1. Please sign exactly as the name or names appear on your stock certificate
(as indicated hereon).
2. If the shares are issued in the name of two or more persons, all of them
must sign the proxy.
3. A proxy executed by a corporation must be signed in its name by an
authorized officer.
4. Executors, administrators, trustees and partners should indicate their
capacity when signing.
<PAGE>
AMPEX CORPORATION
CLASS A COMMON STOCK PROXY
FOR ANNUAL MEETING OF STOCKHOLDERS ON JUNE 9, 2000
The undersigned hereby appoints Edward J. Bramson and Craig L.
McKibben, or either of them, each with full power of substitution, as proxies to
represent the undersigned at the Annual Meeting of Stockholders of AMPEX
CORPORATION to be held at the Westin St. Francis Hotel, 335 Powell Street, San
Francisco, California on June 9, 2000 at 9:00 a.m., and any adjournments
thereof, and to vote the number of shares of the CLASS A COMMON STOCK OF AMPEX
CORPORATION that the undersigned would be entitled to vote if personally
present.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AMPEX
CORPORATION. THIS PROXY WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION,
THIS PROXY WILL BE VOTED FOR THE NOMINEES FOR ELECTION NAMED ON THE REVERSE AND
FOR PROPOSALS 2 AND 3.
IN THEIR DISCRETION, THE PROXY HOLDERS ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT
THEREOF TO THE EXTENT AUTHORIZED BY RULE 14A-4(C) PROMULGATED BY THE SECURITIES
AND EXCHANGE COMMISSION AND BY APPLICABLE STATE LAWS (INCLUDING MATTERS THAT THE
PROXY HOLDERS DO NOT KNOW, A REASONABLE TIME BEFORE THIS SOLICITATION, ARE TO BE
PRESENTED).
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
