<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
RF Power Products
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
RF Power Products
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
RF POWER PRODUCTS, INC.
1007 Laurel Oak Road
Voorhees, New Jersey 08043
Telephone: (609) 627-6100
----------------------------------------
Notice of Annual Meeting of Shareholders
to be held on April 25, 1997
----------------------------------------
The Annual Meeting of Shareholders of RF Power Products, Inc.
(the "Company") will be held at The Mansion at Main Street, the corner of
Evesham and Kresson Roads, Voorhees, New Jersey 08043, on Friday, April 25,
1997, at 10:00 a.m., local time, for the following purposes:
1. To elect two directors of the Company to hold office
as specified in the Proxy Statement.
2. To approve an amendment to the Company's 1992 Stock
Option Plan to increase the number of shares of Common Stock available
thereunder.
3. To ratify the appointment of KPMG Peat Marwick LLP as
the Company's auditors for the fiscal year 1997.
4. To transact such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on
March 17, 1997 as the record date for the determination of shareholders entitled
to notice of and to vote at the Annual Meeting and any adjournment or
postponement thereof.
The enclosed proxy is solicited by the Board of Directors of
the Company. Reference is made to the accompanying Proxy Statement for further
information with respect to the business to be transacted at the meeting.
All shareholders are cordially invited to attend the Annual
Meeting. Regardless of whether you plan to attend the meeting, please complete,
date, sign and return the enclosed proxy card promptly in the stamped and
addressed envelope enclosed for your convenience. The return of the enclosed
proxy will not affect your right to vote in person if you do attend the meeting.
By Order of the Board of Directors
CHRISTOPHER BEN
Secretary
Voorhees, New Jersey
March 17, 1997
<PAGE>
RF POWER PRODUCTS, INC.
1007 Laurel Oak Road
Voorhees, New Jersey 08043
Telephone: (609) 627-6100
---------------
PROXY STATEMENT
---------------
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of RF Power Products, Inc., a
New Jersey corporation (the "Company"), for use at the Company's Annual Meeting
of Shareholders to be held at The Mansion at Main Street, the corner of Evesham
and Kresson Roads, Voorhees, New Jersey 08043, on Friday, April 25, 1997 at
10:00 a.m., local time, and at any postponement or adjournment thereof (the
"Meeting"). This Proxy Statement, the foregoing notice and the enclosed proxy
are being sent to shareholders on or about March 17, 1997.
The Board of Directors knows of no other matters that are
likely to be brought before the Meeting. If any other matters properly come
before the Meeting, however, the persons named in the enclosed proxy, or their
duly constituted substitutes acting at the Meeting, will be authorized to vote
or otherwise act on such matters in accordance with their judgment. If the
enclosed proxy is properly executed and returned prior to voting at the Meeting,
the shares represented thereby will be voted in accordance with the instructions
marked on the proxy. In the absence of instructions, executed proxies will be
voted "FOR" the nominees of the Board of Directors for election as directors,
"FOR" approval of the amendment to the 1992 Stock Option Plan and "FOR" the
ratification of KPMG, Peat Marwick LLP as the Company's auditors for the fiscal
year 1997.
Any proxy may be revoked at any time prior to its exercise by
notifying the Secretary of the Company in writing, by delivering a duly executed
proxy bearing a later date, or by attending the Meeting and voting in person.
<PAGE>
VOTING SECURITIES AND SECURITY OWNERSHIP
Voting Securities
- -----------------
At the close of business on March 17, 1997, the record date
fixed for the determination of shareholders entitled to notice of and to vote at
the Meeting, there were outstanding 12,124,078 shares of the Company's Common
Stock, par value $.01 per share ("Common Stock"). Each shareholder of record at
the close of business on March 17, 1997 is entitled to one vote per share on all
matters subject to shareholder vote. The presence at the Meeting, in person or
by proxy, of shareholders entitled to cast at least a majority of votes that all
shareholders are entitled to cast on a particular matter will constitute a
quorum for purposes of considering such matter. Shareholders do not have
cumulative voting rights in the election of directors or otherwise.
Security Ownership of Management and Principal Shareholders
- -----------------------------------------------------------
The table below sets forth certain information as of March 17,
1997 regarding the beneficial ownership as defined in regulations of the
Securities and Exchange Commission of Common Stock of (i) each person known by
the Company to be the beneficial owner of more than 5% of the Common Stock, (ii)
each director and executive officer of the Company and (iii) all directors and
executive officers of the Company as a group. Unless otherwise indicated, the
named beneficial owner has sole voting and investment power with respect to the
shares listed. The information in the table below was furnished by the persons
listed. As used in this table, unless otherwise noted, the named beneficial
owner has the sole power to vote or dispose of, or to direct the voting or
disposition of, the shares or the right to acquire such power within 60 days of
March 17, 1997 with respect to any shares.
<TABLE>
<CAPTION>
Name of Beneficial Owner Number of Shares Owned Percent of Class/1/
- ------------------------ ---------------------- ------------------
<S> <C> <C>
Ronald Deferrari
9509 International Court
St. Petersburg, FL 33716 942,905 7.78%
Mitsuyuki Umino
No. 35-3. Hon-Amanuma 3-
Chome Suginami-Ku Tokyo
16T, Japan 1,000,000 8.25%
Joseph Stach/2/ 982,100 8.10%
Christopher Ben/2/ 392,260 3.24%
Domenic Golato/2/ 155,000 1.28%
Arthur Zafiropoulo/2/ 150,100 1.24%
Gerald M. Starek/2/ 145,000 1.20%
Directors and executive officers
as a group/3/ 1,824,460 15.05%
</TABLE>
- ----------------------------
/1/ Any securities not currently outstanding but subject to options or
warrants exercisable within 60 days of March 17, 1997, are deemed to be
outstanding for the purpose of computing the percentage of outstanding
securities owned by such person.
/2/ Includes shares subject to currently outstanding options exercisable
within 60 days of March 17, 1997.
/3/ Includes 31,250 shares subject to currently outstanding options
exercisable within 60 days of March 17, 1997.
2
<PAGE>
PROPOSAL 1 -- ELECTION OF DIRECTORS
Nominee for Election
- --------------------
The Articles of Incorporation provide that the directors of
the Company be classified, with respect to the term for which they severally
hold office, into three classes, each class to be as nearly equal in number as
possible, and that at each annual meeting of the shareholders of the Company the
successors to the class of directors whose terms expire at that meeting shall be
elected to hold office for terms expiring at the third annual meeting of
shareholders after their election by the shareholders. The Board of Directors is
authorized to fix the number of directors as provided in the Company's Bylaws,
and has fixed the number at four. The nominees identified below are the nominees
comprising the class to be elected at the 1997 meeting for a three-year term
expiring at the 2000 annual meeting. The nominees are currently directors of the
Company elected by the shareholders. Unless contrary instructions are given on
the proxy, the shares represented by a properly executed proxy will be voted for
the election of Joseph Stach and Arthur Zafiropuolo for a term expiring in 2000,
or until their successors are duly elected and qualified.
The Board of Directors believes that the nominees will be able
to serve as directors. If the nominees are unable to serve, the person named in
the enclosed proxy will vote the shares they represent for the election of such
other persons as the Board of Directors may recommend, unless the Board of
Directors reduces the number of directors.
The Directors will be elected by a plurality of votes cast.
Abstentions and broker non-votes are treated as votes cast, and thus are not the
equivalent of votes against.
The following sets forth certain information about the
nominees for election as directors:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Director
Name Age Since Position with the Company
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Joseph Stach/1/ 58 1992 President, Chief Executive Officer
and Chairman of the Board of
Directors
Arthur Zafiropuolo/1,2,3,4/ 58 1992 Director
</TABLE>
- ------------------------
/1/ Member of the Stock Option Committee for Employees other than Principal
Officers of the Company.
/2/ Member of Compensation Committee.
/3/ Member of Stock Option Committee for Principal Officers of the Company.
/4/ Member of Audit Committee.
Dr. Stach has been President, Chief Executive Officer and Chairman of
the Board of the Company since April 1992. Dr. Stach joined the Company as
President in July 1991. From April 1991 to July 1991, Dr. Stach was Executive
Vice President of Plasma-Therm. From March 1988 until he joined Plasma-Therm,
Dr. Stach was the director of the Center for Microelectronics Research at the
University of South Florida. Dr. Stach also served as a director of Plasma-Therm
from 1987 to 1992.
Mr. Zafiropoulo has served on the Board of Directors of the Company
since July 1992. Mr. Zafiropoulo has been the President of UltraTech Stepper,
Inc. ("Ultratech"), a manufacturer of lithographic equipment for the
semiconductor industry, since October 1990. From February 1989 until he joined
3
<PAGE>
UltraTech, Mr. Zafiropoulo was President of General Signal Semiconductor
Equipment Group's International Operations. Mr. Zafiropoulo was President of
Drytek, a manufacturer of plasma etching equipment from July 1980 until February
1989. In addition, Mr. Zafiropoulo was President of Kayex, a unit of General
Signal, from July 1988 until June 1989. Mr. Zafiropoulo is a director of
Ultratech.
The Board of Directors recommends a vote "FOR" the nominees set forth
above.
Continuing Director
- -------------------
The following sets forth certain information about each
continuing director:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Director
Name Age Since Position with the Company
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Term expiring in 1998
Gerald M. Starek/1,2,3/ 55 1994 Director
</TABLE>
- -------------------
/1/ Member of the Compensation Committee.
/2/ Member of Stock Option Committee for Principal Officer of the Company.
/3/ Member of the Audit Committee.
Mr. Starek has served on the Board of Directors of the Company
since February 1994. Mr. Starek, a private investor, was the founder of Silicon
Valley Group, Inc. From September 1991 to April 1993, Mr. Starek served as
Silicon Valley Group's Vice Chairman and from September 1984 to September 1991,
he served as Silicon Valley Group's Chairman.
Director Vacancy
- ----------------
On December 29, 1996 Mr. Mitsuyuki Umino, a director of the
Company since September 1993, resigned his position as a director of the
Company. Mr. Umino served as a member of the Compensation Committee. Mr. Umino's
term of office was scheduled to expire in 1999. The Company is actively looking
for a replacement to fill the vacancy caused by Mr. Umino's resignation.
4
<PAGE>
Meetings and Committees of the Board of Directors
- -------------------------------------------------
The Company has an Audit Committee, a Compensation Committee
and two Stock Options Committees, one for grants to Principal Officers (as
defined below) of the Company and one for grants to employees of the Company,
the Company does not have an Executive Committee or a Nominations Committee. The
Audit Committee and Stock Option Committee for Principal Officers of the Company
each consist of Messrs. Zafiropoulo and Starek, the Stock Option Committee for
Employees other than Principal Officers of the Company consists of Dr. Stach and
Mr. Zafiropoulo and the Compensation Committee consists of Messrs. Zafiropoulo
and Starek. During fiscal year ended November 30, 1996 ("fiscal 1996"), the
Compensation Committee, the Audit Committee, the Stock Option Committee for
Principal Officers of the Company and the Stock Option Committee for Employees
other than Principal Officers of the Company each held one meeting. The
functions of the Audit Committee generally include reviewing with the
independent auditors of the scope and results of their engagement and reviewing
the adequacy of the Company's system of internal accounting controls and the
Compensation Committee is responsible for establishing salaries, bonuses and
other compensation of the Company's employees. The Stock Option Committee for
Principal Officers of the Company is responsible for granting options to
Principal Officers of the Company under the Company's 1992 Stock Option Plan
(the "1992 Plan") and the Stock Option Committee for Employees other than
Principal Officers is responsible for granting options to employees other than
Principal Officers of the Company under the 1992 Plan. A Principal Officer is a
person who is an "officer" of the Company within the meaning of Rule 16a-1(f)
promulgated under the Securities Exchange Act of 1934, as amended.
The Board of Directors held four meetings in fiscal 1996.
During fiscal 1996, each director attended at least 75% of the total number of
meetings of the Board of Directors and all committees of the Board of Directors
on which he served.
Compensation of Directors
- -------------------------
The directors receive $1,500 for each Board of Directors
meeting attended, reimbursement for out-of-pocket expenses and a yearly retainer
of $5,000, paid quarterly, prorated over the year for the period of time that
they are directors of the Company (prior to such date the directors received
$1,000 for each Board of Directors meeting attended and reimbursement of
out-of-pocket expenses, and no retainer). Mr. Starek was paid an additional
$2,500 by the Company in fiscal 1996 as compensation for consulting services
provided to the Company. Pursuant to the terms of the Company's 1993
Non-Employee Directors Stock Option Plan, each non-employee director of the
Company, who was a member of the Company's Board of Directors during fiscal
1996, will be granted options to purchase 5,000 shares of Common Stock for each
fiscal year in which they serve as a director of the Company. All such options
have or will have an exercise price equal to the fair market value of the
Company's Common Stock on the date of such grant.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary Compensation Table
- --------------------------
The following table sets forth certain information regarding
compensation paid and accrued during fiscal 1996 to the Company's Chief
Executive Officer and the other Executive Officers of the Company whose
compensation exceeded $100,000 (collectively, the "Named Executive Officers").
5
<PAGE>
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------------------------- ------------
Awards
------------
Other Securities
Annual Underlying All other
Name and Principal Year Salary Bonus Compensation Options (#) Compensation
- ------------------ ---- ------ ----- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Joseph Stach 1996 201,558 - 0 - 19,515/(1)/ 50,000 - 0 -
President and Chief 1995 188,136 425,900/(2)/ 19,493/(1)/ - 0 - - 0 -
Executive Officer 1994 204,984 - 0 - 13,796/(1)/ - 0 - 1,435/(3)/
Christopher Ben 1996 144,646 - 0 - - 0 - 25,000 950/(4)/
Chief Operating 1995 135,497 56,050 - 0 - 924/(4)/
Officer and 1994 117,809 30,000 - 0 - 1,599/(4)/
Secretary
Domenic Golato 1996 102,701 - 0 - 10,000 137/(5)/
Chief Financial 1995 96,057 28,050 - 0 - 198/(5)/
Officer and 1994 81,182 20,000 - 0 - 91/(5)/
Treasurer
</TABLE>
- --------------------
/(1)/ Represents perquisites and personal benefits, including $13,796,
$19,493 and $19,515 for 1994, 1995 and 1996, respectively, in charges
relating to living expenses paid by the Company for Dr. Stach's
benefit, which are included in Dr. Stach's gross income for income tax
purposes.
/(2)/ Represents the bonus for fiscal 1995 ($22,500 of which was paid in
fiscal 1995 and 403,400 in fiscal 1996).
/(3)/ Represents life insurance premiums paid by the Company for the benefit
of Dr. Stach under a life insurance policy that has been assigned to a
local bank and the New Jersey Economic Development Authority ("NJEDA")
pursuant to the terms of the Company's loan agreement with the local
bank, which is guaranteed by the NJEDA in 1994.
/(4)/ Includes $950 in 1996, $924 in 1995 and $1,269 in 1994 contributed by
the Company for Mr. Ben's account under the Company's 401(k) Plan and
$330 in life insurance premiums paid in 1994 by the Company for the
benefit of Mr. Ben under a life insurance policy that has been assigned
to a local bank and NJEDA pursuant to the terms of the Company's loan
agreement with the local bank, which is guaranteed by the NJEDA.
/(5)/ Includes $137 in 1996, $198 in 1995 and $91 in 1994 contributed by the
Company for Mr. Golato's account under the Company's 401(k) Plan.
6
<PAGE>
Option Grants in Fiscal 1996
- ----------------------------
The following table sets forth information relating to the
grant of stock options by the Company during 1996 to the named executive
officers.
<TABLE>
<CAPTION>
Potential
Realizable Value of
Assumed Annual
Rates of Stock Price
Appreciation
Individual Grants for Option Term/(1)/
- ---------------------------------------------------------------------------------------------- -------------------------
% of Total
Options
Number of Granted to Exercise
Securities Employees or Base
Underlying in Fiscal Price Expiration
Name Options(#)/(2)/ 1996 ($/sh) Date 5%($) 10% ($)
---- -------------- ------ -------- ------ ----- -------
<S> <C> <C> <C> <C> <C> <C>
Joseph Stach............... 50,000 20% 2.88 5/2/06 $223,500 $339,500
Christopher Ben............ 25,000 10% 2.88 5/2/06 $111,750 $169,750
Domenic Golato............. 10,000 4% 2.88 5/2/06 $ 44,700 $ 67,900
</TABLE>
- --------------------
/(1)/ The indicated dollar amounts are the result of calculations based on
the exercise price of each option and assume five and ten percent
appreciation rates set by the Securities and Exchange Commission and,
therefore, are not intended to forecast possible future appreciation,
if any, of the Company's stock price.
/(2)/ Granted options become exercisable in 25% annual increments beginning
on May 3, 1996.
Employment Agreements
- ---------------------
In April 1992 the Company entered into a three-year employment
agreement (the "Employment Agreement") with Joseph Stach, which was amended in
July 1992. The Employment Agreement provided for an annual base salary of
$106,000 and an annual bonus equal to .5 % of net sales, up to a maximum bonus
of $100,000. In addition, the Company agreed to reimburse Dr. Stach for certain
expenses incurred in connection with the sale of his home in Florida and his
relocation to New Jersey. Dr. Stach was entitled to receive during each year of
the Employment Agreement an annual grant of options to purchase 100,000 shares
of Common Stock with an exercise price equal to 50% of the lowest fair market
value during each year preceding each such grant of options. The Employment
Agreement provided that the Employment Agreement could be terminated at any
time, with or without cause, in which case, if Dr. Stach was terminated for
cause, the Company would be liable to pay Dr. Stach compensation and benefits
for one year, if Dr. Stach was terminated without cause, the Company would be
liable to pay Dr. Stach's compensation and benefits for the balance of the term
of the agreement. Dr. Stach agreed that at least for the term of the Employment
Agreement, he will not solicit or accept business from any customers of the
Company and agreed that during the term of the Employment Agreement and for a
period of two years after termination of employment he will not disclose any
confidential information of the Company.
In December 1993, the Company entered into a new employment
agreement (the "New Employment Agreement") with Dr. Stach, which was amended in
February 1994. The terms of the New Employment Agreement are substantially
similar to the 1992 Employment Agreement. The New Employment Agreement, however,
is for a five-year term ending November 1998, and provides for an annual base
salary of $125,000, an annual bonus of .5% of sales up to a maximum of $250,000
and does not provide for the annual stock option grants.
7
<PAGE>
In October 1994, the New Employment Agreement was further
amended to provide for an annual salary and a bonus based on the Company's
after-tax net income, both as determined annually by the Company's Compensation
Committee.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
- --------------------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's officers and directors and persons who own more than ten percent
of a registered class of the Company's equity securities (collectively, the
"Reporting Persons") to file reports of ownership and changes in ownership with
the Securities and Exchange Commission and to furnish the Company with copies of
these reports. Based on the Company's review of the copies of these reports
received by it, and written representations received from certain Reporting
Persons, the Company believes that all filings required to be made by the
Reporting Persons from December 1, 1995 through November 30, 1996 were made on a
timely basis.
Certain Relationships and Related Transactions
- ----------------------------------------------
In February 1994, the Company entered into five stock purchase
agreements with three officers of the Company and two directors of the Company.
The purpose of the stock purchase agreements was to implement and augment a
strategy of attracting and maintaining a core group of dedicated executives and
directors. The purchase price per share under the stock purchase agreements was
equal to the fair market value of the Company's Common Stock on February 10,
1994 as determined in a valuation opinion received by the Company from an
independent investment banking firm. Pursuant to the terms of the three stock
purchase agreements (the "Stock Purchase Agreements") with the officers, Joseph
Stach, Christopher Ben and Domenic Golato purchased 800,000, 400,000 and 200,000
shares of the Company's Common Stock, respectively, at a purchase price of $.22
per share. One fourth of the aggregate purchase price under each Stock Purchase
Agreement was paid to the Company on the date of execution and the balance of
the purchase price is represented by three Promissory Note and Security
Agreements (the "Notes") in the amount of $132,000, $66,000 and $33,000,
respectively. The principal amount due under the Notes is payable in three
consecutive annual installments commencing in February 1995 and ending in
February 1997. In March 1995, the parties agreed to extend the payment date of
the first installment to May 1995. In January 1997, the parties agreed to extend
the payment date of the third installment to February 2000. The Notes accrue
interest on the unpaid principal amount at 6.5% per annum. Pursuant to the terms
of the Stock Purchase Agreement with the directors, Arthur Zafiropoulo and
Gerald M. Starek, each purchased 100,000 shares of the Company's Common Stock at
a purchase price of $.22 per share.
On May 30, 1995 the Company entered into a settlement
agreement with its former legal counsel and the three executive officers,
Messrs. Stach, Ben and Golato (the "Executives") who entered into the Stock
Purchase Agreements, regarding unintended tax consequences suffered by the
Executives in connection with the Stock Purchase Agreements (the "Settlement
Agreements"). Under the terms of the Settlement Agreement, the Company agreed to
accelerate the vesting of the stock purchased by the Executives under the Stock
Purchase Agreements. This acceleration will result in a $784,000 windfall tax
benefit to the Company. The Company will transfer the benefits indirectly to the
Executives as part of the Settlement Agreement. As part of the settlement, the
Company has also agreed to guarantee loans made by the former legal counsel to
the Executives aggregating approximately $300,000.
Report of the Compensation Committee on Executive Compensation
General Philosophy
- ------------------
The Compensation Committee of the Board of Directors (the
"Committee"), which consists of two non-employee directors, is responsible for
reviewing and making recommendations to the Board of Directors with respect to
the Company's executive compensation policies. The Company's strategy and the
proposed compensation structure for its executives (including base salaries,
bonus compensation and stock options) were approved by the Committee.
8
<PAGE>
The Company believes there should be a direct relationship
between executive compensation and corporate performance and value delivered to
stockholders. The Company's compensation structure is based on this philosophy.
The Company believes that the base compensation for its executives should be
competitive, enabling the Company to attract and retain the best available
people. Additionally, the Company believes that bonus compensation based on
realistic targets provides the motivation to the executives to strive to meet or
exceed Company goals. The Company also believes that stock options are a key
ingredient to executive compensation because they serve to align the interests
of executive officers with stockholder value.
Salaries
- --------
The base salary of each of the executive officers was based on
a survey of comparably- sized companies in the geographical region. Among the
factors considered by the Committee in assessing the competitiveness of the
compensation of the executive officers of the Company were the roles and scope
of responsibilities of each executive officer, the salaries paid to persons in
similar positions in other companies and an evaluation of the skills and
judgment required to accomplish the Company's goals. The base salary for the
Chief Executive Officer is also subject to the terms of the employment agreement
between the Company and the Chief Executive Officer.
Bonuses
- -------
The Committee additionally approved a corporate officer bonus
plan for fiscal 1996 that provided for bonuses to the executive officers based
on the achievement by the Company of certain after-tax earnings goals. The
Company did not accomplish any of these goals during fiscal 1996, which resulted
in no bonuses being granted.
Stock Options
- -------------
Stock options accomplish the objective of further motivating
executives to create shareholder value. Options are granted by the Committee
pursuant to the Company's 1992 Stock Option Plan. Options are granted with an
exercise price equal to the fair market value of the Company's stock on the day
preceding the date of grant, creating recipient value only as the stock
increases in market price. Options expire from five to ten years from the date
of granting. Options for a total of 85,000 shares of the Company's Common Stock
were granted to three executive officers during fiscal 1996.
Compensation of the Chief Executive Officer
- -------------------------------------------
The Chief Executive Officer's salary was determined by the
Committee based on the principles described above for all executive officers.
Additionally, the Chief Executive Officer's salary is subject to an employment
contract between the Company and the Chief Executive Officer. The Committee
recommended and the Board of Directors approved the Chief Executive Officer's
salary and bonus for fiscal 1996. In making its recommendations, the Company
exercised its subjective judgment and considered the general criteria used to
determine salaries for all executive officers.
Submitted by the Compensation
Committee of the Company's Board of
Directors
Arthur Zafiropoulo
Gerald M. Starek
9
<PAGE>
STOCK PERFORMANCE GRAPH
The graph below is a line-graph presentation comparing the
percentage change in the cumulative total stockholder return on the Company's
stock for the thirty four month period ending November 30, 1996, with the return
of the American Stock Exchange Index ("ASE Index") and the American Stock
Exchange High Technology Index ("ASE High Tech Index"). The graph reflects
reinvestment of all dividends.
<TABLE>
<CAPTION>
Comparison of Thirty - Two Month Cumulative Shareholder Returns
(Assuming an investment of $100 on April 29, 1994)
- ----------------------------------------------------------------------------------------------------------
Apr 1994 May 1994 Nov 1994 May 1995 Nov 1995 May 1996 Nov 1996
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
RF Power Products $100.00 $76.67 $213.33 $146.67 $326.67 $396.67 $193.33
- ----------------------------------------------------------------------------------------------------------
ASE Index $100.00 $100.12 $98.62 $111.86 $122.15 $138.88 $134.45
- ----------------------------------------------------------------------------------------------------------
ASE High Tech Index $100.00 $97.12 $99.52 $117.17 $144.35 $197.92 $174.94
- ----------------------------------------------------------------------------------------------------------
</TABLE>
PROPOSAL 2 -- APPROVAL OF AMENDMENT OF 1992
STOCK OPTION PLAN
The Board of Directors of the Company has approved and
recommended for submission to the Company's shareholders an amendment to the
1992 Stock Option Plan (the "1992 Plan").
The Board of Directors has determined that it is in the best
interest of the Company and its shareholders, and has adopted and proposes that
the shareholders approve an amendment to the 1992 Plan to provide for an
increase in the overall number of shares of Common Stock available under the
1992 Plan.
10
<PAGE>
The proposed amendment would increase the number of shares
available for grant under the 1992 Plan. Currently, only 17,515 shares remain
available for grant under the 1992 Plan. Under the proposed amendment at the end
of each fiscal year (commencing with fiscal year ended November 30, 1996)
through the term of the 1992 Plan an additional number of shares would be added
to the 1992 Plan equal to 1% of the Company's outstanding shares as of the end
of that fiscal year. If the amendment is adopted, an additional 121,231 shares,
which represent 1% of the Company's outstanding shares of Common Stock on
November 30, 1996 will be immediately added to the 1992 Plan. On each following
November 30 throughout the term of the 1992 Plan an additional amount, equal to
the 1% of the outstanding Common Stock at those times, will automatically be
added to the 1992 Plan, without any requirement for future shareholder approval.
This amendment has been proposed because the Company will need
additional stock incentives in order to attract and maintain qualified
management personnel. This proposal will allow the addition of a reasonable
quantity of stock incentives each year, in order to support the Company's
operations and growth, while at the same time assuring shareholders that growth
in the size of the 1992 Plan will occur in a measured and predictable manner.
No stock options have been granted with respect to the
additional 121,231 shares that are proposed to be newly authorized in 1997 under
the 1992 Plan. Stock options granted during 1996 to the named executive officers
are shown in the "Option Grants in Fiscal 1996" table. Stock options granted
during 1996 to all executive officers as a group totaled 85,000 shares of Common
Stock at a weighted average exercise price of $2.88 per share, and to all other
employees as a group totaled 162,850 shares of Common Stock at a weighted
average exercise price of $2.88 per share. The number of shares of Common Stock
that may be subject to options granted in the future under the 1992 Plan to
executive officers, directors and employees of the Company is not determinable
at this time. On March 11, 1997, the closing market price of the Common Stock on
the American Stock Exchange was $3.25 per share.
The purpose of the 1992 Plan is to recognize contributions
made by the Company by employees (including employees who are members of the
Board of Directors), consultants and advisors of the Company, to provide such
persons with additional incentive to the future success of the Company, and to
improve the ability of the Company to attract, retain and motivate individuals
upon whom the Company's sustained growth and financial success depend, by
providing such persons with an opportunity to acquire or increase their
proprietary rights to acquire the Company's Common Stock.
The key terms of the 1992 Plan, as proposed to be amended, are
as follows:
Number of Shares. The maximum number of shares of Common Stock
----------------
which may be issued under the 1992 Plan is equal to: (i) 1,200,000 shares of
Common Stock plus, (ii) an amount equal to 1% of the total number of shares of
Common Stock outstanding on the last trading day of the fiscal year ended
November 30, 1996, plus (iii) additional amounts equal to 1% of the total number
of shares of Common Stock outstanding at the end of each succeeding fiscal year,
such amounts to be added at the end of each such year. The maximum number of
shares is subject to adjustment to reflect certain changes in the Company's
capitalization. Options granted under the 1992 Plan may either be Incentive
Stock Option ("ISOs") or Non-Qualified Stock Options ("NQSOs") (together the
"Options"). If an Option terminates or expires without the issuance of shares
for any reason, the shares subject to such Option will again be available for
grant pursuant to the 1992 Plan. Shares received upon exercise of an option are
hereinafter referred to as "Option Shares".
Administration. The 1992 Plan shall be administered by a
--------------
committee composed of two or more members of the Board of Directors who are not
eligible to receive Options under the 1992 Plan; however, the Board of Directors
may designate two committees to operate and administer the 1992 Plan, one of
such committees comprised of members of the Board of Directors described above
to operate and administer the 1992 Plan with respect to each person who is a
"Principal Officer" of the Company and the other committee to be comprised of
two or more members of the Board of Directors to operate and administer the 1992
Plan with respect to all persons other than "Principal Officers". Any of such
11
<PAGE>
committees designated by the Board of Directors is hereinafter referred to as
the "Committee". The 1992 Plan defines "Principal Officer" as a person who is an
"officer" of the Company within the meaning of Rule 16a-1(f) promulgated under
the Securities and Exchange Act of 1934, as amended. From time to time in its
discretion, the Committee may select eligible recipients to whom Options will be
granted, determine when each Option will be granted, determine the number of
shares subject to such Options and, pursuant to the provisions of the 1992 Plan,
determine the terms and conditions of each Option.
Eligibility. All employees, consultants and advisors of the
-----------
Company or its subsidiaries and affiliates are eligible to receive Options under
the 1992 Plan. The Committee, in its sole discretion, shall determine whether an
individual qualifies as an employee consultant or advisor of the Company.
There are currently approximately 148 eligible employees.
Term of the 1992 Plan. No Options may be granted under the
---------------------
1992 Plan after July 10, 2002.
Grant of Options; Exercise Price. Options granted under the
--------------------------------
1992 Plan may be either ISOs or NQSOs. ISOs are intended to qualify as
"incentive stock options" within the meaning of Section 422 of the Code. Unless
an Option is specifically designated at the time of grant as an ISO, Options
under the 1992 Plan will be NQSOs. Options are not transferable by the optionee
except by will, laws of descent and distribution, or pursuant to a qualified
domestic relations order, as defined in the Code or in Title I of the Employee
Retirement Security Act of 1974, as amended.
The exercise price of the Options will be as determined by the
Committee, provided that the exercise price of an ISO will be at least 100% of
the fair market value of a share of Common Stock on the date the Option is
granted, or at least 110% of the fair market value of a share of Common Stock on
the date an ISO is granted if the recipient owns, directly or by attribution
under Section 424(d) of the Code, shares possessing more than 10% of the total
combined voting power of all classes of stock of the Company. Subject to the
termination provisions of the 1992 Plan described below, the term of each Option
is fixed by the Committee.
Termination of Options. All Options terminate on the earliest
----------------------
of:
(a) The expiration of the term specified in the Option, which
shall not exceed ten years from the date of grant or five years from
the date of grant of an ISO if the recipient on the date of grant owns,
directly or by attribution under section 424(d) of the Code, shares
possessing more than 10% of the total combined voting power of all
classes of stock of the Company.
(b) The date the optionee's employment or service with the
Company terminates for any reason other than disability (as defined in
the Code) or death or as otherwise specified in 6(d) or 6(e) below;
(c) The expiration of one year from the date the optionee's
employment or service with the Company or terminates due to the
optionee's death or disability;
(d) The date upon which a determination is made by the
Committee that the optionee has breached his employment or service
contract with the Company, has been engaged in disloyalty to the
Company or has disclosed trade secrets or confidential information of
the Company; or
(e) The date set by the Committee to be an accelerated
expiration in the event of a "Change of Control".
A "Change of Control" shall be deemed to have occurred upon
the earliest to occur of the following events: (i) approval by the Company's
shareholders (or Board of Directors, if shareholder action is not required) of a
plan or arrangement relating to the dissolution or liquidation of the Company or
a definitive agreement to sell or otherwise dispose of substantially all of the
Company's assets; (ii) approval
12
<PAGE>
by the Company's Shareholders (or Board of Directors, if Shareholder action is
not required) of a definitive agreement to merge or consolidate the Company with
or into another corporation, other than a merger or consolidation of the Company
in which holders of the Company's Common Stock immediately prior to the merger
or consolidation will have at least a majority ownership of common stock (and,
if one class of Common Stock is not the only class of voting securities entitled
to vote on the election of directors of the surviving corporation, a majority of
the voting power of the voting securities) of the surviving corporation
immediately after the merger or consolidation, which Common Stock (and, if
applicable, voting securities) is to be held in the same proportion as such
holders' ownership of Common Stock of the Company immediately before the merger
or consolidation; (iii) the date any entity, person or group (within the meaning
of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934,
as amended), other than the Company or any of its subsidiaries or any employee
benefit plan (or related trust) sponsored or maintained by the Company or any of
its subsidiaries, shall have become the beneficial owner of, or shall have
obtained voting control over more than 50% of the outstanding shares of the
Company's Common Stock.
Payment for Options. An optionee may pay for shares of Common
--------------------
Stock in cash, certified check or such other mode of payment as the Committee
may approve, including payment in shares of Common Stock held by the optionee
for at least six months.
Amendment. The Board of Directors may amend the 1992 Plan at
----------
any time in such manner as it may deem advisable; provided that the Board of
Directors may not (a) change the class of individuals eligible to receive an
ISO, (b) increase the maximum number of shares as to which Options may be
granted or (c) make any other change as to which shareholder approval is
required in order to satisfy the condition set forth in Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, in each case without obtaining
shareholder approval within 12 months before or after such action. No Option
will be adversely affected by any such amendment without the consent of the
optionee.
Federal Income Tax Consequences. The following discussion is
--------------------------------
intended to point out the general principles of current federal income tax law
applicable to the Options.
Incentive Stock Options
- -----------------------
For the purposes of the regular income tax currently imposed
under the Code, the holder of an ISO will not recognize taxable income upon
either the grant or exercise of the Option.
The optionee will recognize long-term capital gain or loss on
a disposition of the Option Shares acquired upon exercise of an ISO provided the
optionee does not dispose of the Option Shares within two years from the date
the ISO was granted and within one year after the Option Shares were transferred
to him. For purpose of determining such gain or loss, the optionee's basis in
such shares will, in general, be the optionee's option price. Under present law
long-term capital gain is subject to a maximum tax rate of 28%, while ordinary
income may be taxed at a maximum rate of 31%. If the optionee satisfies both of
the holding periods described above, then the Company will not be allowed a
deduction by reason of the exercise of the ISO.
The amount, if any, by which the fair market value of an
Option Shares at the time of exercise (determined without regard to certain
transfer restrictions) exceeds the option price will be included in the
computation of the optionee's alternative minimum taxable income, "generally in
the year he or she exercises the ISO, for purpose of the "alternative minimum
tax." If an optionee pays alternative minimum tax, the amount of such tax paid
that is attributable to the exercise of ISOs will be allowed as a credit against
regular tax liability in subsequent years in which the optionee's regular tax
liability (reduced by certain other tax credits) exceeds his or her tentative
minimum tax. Further, the optionee's basis in Option Shares acquired through
exercise of an ISO will, for alternative minimum tax purposes, equal the fair
market value of the Option Shares taken into account in determining the amount
of the preference.
13
<PAGE>
As a general rule, if the optionee disposes of the Option
Shares before satisfying the holding period requirements discussed above (a
"disqualifying disposition"), his or her gain recognized on the disqualifying
disposition will be taxed as ordinary income to the extent of the differences
between the fair market value of the Option Shares on the date of exercise and
the adjusted basis of the Option Shares (or, in certain cases, the excess of the
amount realized on disposition over the adjusted basis, if such excess if less
than the amount arrived at by the former calculations), and the Company will be
entitled to a deduction in that amount. If the Option Shares received by the
optionee upon exercise of the Option are subject to a substantial risk of
forfeiture and are non-transferable ("substantially nonvested"), within the
meaning of the regulations under Section 83 of the Code, and the optionee makes
a disqualifying disposition of the Option Shares once they become substantially
vested, the portion of the gain which will be taxed as ordinary income on the
disqualifying disposition is the excess of the fair market value of the Option
Shares on the date the Option Shares become substantially vested (or the amount
realized on the disposition, if such amount is less) over the option price of
the Option Shares. The Company will be entitled to a corresponding deduction.
However, pursuant to Section 83(b) of the Code, optionees may elect, generally
within 30 days of exercise of the Option, to recognize ordinary income from a
disqualifying distribution as if the shares had been substantially vested on the
date of exercise.
The gain (if any) in excess of the amount recognized as
ordinary income or disqualifying disposition will be long-term or short-term
capital gain, depending upon the length of time the optionee held the Option
Shares prior to the disposition. However, if the Option Shares were
substantially nonvested and the optionee did not make the election pursuant to
Section 83(b) of the Code, the optionee's capital gain holding period begins on
the date the Option Shares become substantially vested rather than the date the
Option Shares were acquired.
Non-Qualified Stock Options
- ---------------------------
For Federal income tax purposes, the holder of a NQSO will not
recognize taxable income at the time of grant, and the Company will not be
allowed a deduction by reason of the grant of a NQSO. The optionee will in
general recognize ordinary income upon exercise of the NQSO, in an amount equal
to the excess of the fair market value of the Option Shares received at the time
of exercise over the exercise price of the NQSO, and the Company will be allowed
a deduction in that amount. If, however, the Option Shares received upon the
exercise of the NQSO are "substantially nonvested" within the meaning of a
regulations under Section 83 of the code, the optionee will not recognize income
and the Company will not be entitled to a deduction until the Option Shares
become "substantially vested," in which case the amount of ordinary income
recognized by the optionee will be the excess of the fair market value of the
Option Share when they become substantially vested over the exercise price of
the NQSO, and the Company will be entitled to a corresponding deduction.
However, pursuant to Section 83(b) of the Code, an optionee may elect, generally
within 30 days of exercise of the Option, to recognize ordinary income upon
exercise of the Option as if the Option Shares were substantially vested on the
date of exercise. Upon disposition of the Option Shares, the optionee will
recognize long-term or short-term capital gain or loss, depending upon the
length of time the optionee held the Option Shares prior to disposition, in an
amount equal to the difference between the amount realized on the disposition
and the optionee's basis in the Option Shares (which basis is ordinarily the
fair market value of the Option Shares on the date the option was exercised or
became substantially vested).
The amendment to the 1992 Plan will be approved by the
shareholders if a majority of the votes present or represented and entitled to
vote at the Annual Meeting vote "FOR" the amendment to the 1992 Plan. Shares
will be counted as voting against this proposal if the shares are voted either
"against" or to "abstain." Broker non-votes will not change the number of votes
cast for or against this proposal and will not be treated as shares entitled to
vote.
The Board of Directors recommends a vote "FOR" approval of the
amendment to the 1992 Plan.
14
<PAGE>
PROPOSAL 3 -- INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors proposes that its appointment of the
accounting firm of KPMG Peat Marwick LLP ("Peat Marwick") as the Company's
independent accountants for the fiscal year ending November 30, 1997 ("fiscal
1997") be ratified by the shareholders. If not otherwise specified, proxies will
be voted in favor of the ratification of the appointment. A representative of
Peat Marwick, the Company's independent certified public accountants for fiscal
1997 will be present at the Meeting in order to respond to appropriate questions
and will have the opportunity to make a statement if he desires to do so.
The Board of Directors recommends a vote "FOR" the appointment
of KPMG Peat Marwick LLP as the Company's auditors for fiscal 1997.
SHAREHOLDERS PROPOSALS
Any shareholder proposal intended to be presented at the 1998
Annual Meeting of Shareholders must be received by the Company at its principal
office in Voorhees, New Jersey, no later than December 13, 1997 in order to be
considered for inclusion in the Company's proxy material relating to that
meeting.
EXPENSE OF SOLICITATION OF PROXIES
The accompanying form of proxy is being solicited on behalf of
the Board of Directors of the Company. The expense of solicitation of proxies
for the Meeting will be paid by the Company. In addition to the mailing of the
proxy materials, such solicitation may be made in person or by telephone or
telegraph by directors, officers or regular employees of the Company.
ANNUAL REPORT ON FORM 10-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON
SOLICITED BY THIS PROXY STATEMENT, ON THE WRITTEN REQUEST OF ANY SUCH PERSON, A
COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K (INCLUDING THE FINANCIAL
STATEMENTS THERETO) AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR ITS
MOST RECENT FISCAL YEAR. SUCH WRITTEN REQUEST SHOULD BE DIRECTED TO CHRISTOPHER
BEN, SECRETARY, AT THE ADDRESS OF THE COMPANY APPEARING ON THE FIRST PAGE OF
THIS PROXY STATEMENT.
-----------------------------------------------------------------------
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING THE
COMPANY URGES YOU TO COMPLETE, DATE, SIGN AND RETURN YOUR PROXY PROMPTLY.
By Order of the Board of Directors
CHRISTOPHER BEN
Secretary
15
<PAGE>
EXHIBIT A
PROPOSED AMENDMENT TO 1992 STOCK OPTION PLAN
Section 6 shall be deleted in its entirety and replaced with
the following:
"6. Shares Subject to Plan. Prior to November 30, 1996, the
----------------------
aggregate maximum number of Shares for which Options may be granted
pursuant to the Plan is 1,200,000. On and after November 30, 1996,
subject to stockholder approval at the 1997 Annual Stockholders
Meeting, the aggregate number of Shares which may be issued pursuant to
the Plan is (i) 1,200,000 Shares, plus (ii) an amount equal to 1% of
the total number of shares of Common Stock outstanding on the last
trading day of the fiscal year ended November 30, 1996, plus (iii)
additional amounts equal to 1% of the total number of shares of Common
Stock outstanding on the last trading day of each succeeding fiscal
year, such amounts to be added at the end of each such year. The Shares
shall be issued from authorized and unissued Common Stock or Common
Stock held in or hereafter acquired for the treasury of the Company. If
an Option terminates or expires without having been fully exercised for
any reason, the Shares for which the Option was not exercised may again
be the subject of an Option granted pursuant to the Plan."
1
<PAGE>
- --------------------------------------------------------------------------------
RF POWER PRODUCTS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS APRIL 25, 1997
The undersigned hereby nominates, constitutes and appoints Joseph Stach,
Christopher Ben and Domenic Golato or any of them, with full power of
substitution, to vote all shares of common stock, $.01 par value per share, of
RF Power Products, Inc. (the "Company") that the undersigned is entitled to
vote at the Annual Meeting of Shareholders to be held on Friday, April 25, 1997
or any postponements or adjournments thereof, and upon such other business as
may properly come before the Annual Meeting, with all the powers the
undersigned would possess if personally present as follows:
(TO BE SIGNED ON REVERSE SIDE)
-------------
SEE REVERSE
SIDE
-------------
- --------------------------------------------------------------------------------
<PAGE>
[X] PLEASE MARK YOUR --
VOTES AS IN THIS
EXAMPLE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2 AND 3. IF ANY OTHER BUSINESS IS PRESENTED AT THE
ANNUAL MEETING, THIS PROXY CONFERS AUTHORITY TO AND SHALL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF THE PROXIES.
FOR THE NOMINEE [_] WITHHOLD [_]
LISTED ABOVE AUTHORITY
1. To elect to the Board of Directors two nominees as directors. Nominees:
Joseph Stach; Arthur Zafiropoulo (except as marked to the contrary below)
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space below:)
- -------------------------------------------------------------------------------
The undersigned hereby confer(s) upon the proxies and each of them
discretionary authority with respect to the election of Directors in the event
that the above nominees are unable or unwilling to serve.
2. To amend the Company's 1992 Stock Option Plan to increase the number of
shares of Common Stock available thereunder.
A Vote FOR Proposal 2 is recommended by the Board of Directors.
[_] FOR [_] AGAINST [_] ABSTAIN
3. To ratify the appointment of KPMG Peat Marwick LLP as the Company's auditors
for the fiscal year 1997.
A Vote FOR Proposal 3 is recommended by the Board of Directors.
[_] FOR [_] AGAINST [_] ABSTAIN
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting and any adjournment or
postponement thereof, all in accordance with the accompanying Notice and Proxy
Statement, receipt of which is hereby acknowledged.
Please mark, sign, date and mail your proxy card
today promptly using the enclosed envelope.
SIGNATURE(S) _____________________________________________ DATE __________, 1997
(title or authority, if applicable)
Please date this Proxy and sign your name ex-actly as it appears on your stock
certificates. Executors, administrators, trustees, officers of a corporation,
fiduciaries, etc. should give their full title as such. Partnerships should sign
in the partnership name by an authorized person. For shares held jointly, each
joint owner should personally sign. If the under-signed hold(s) any of the
shares of common stock of the Company in a fiduciary, custodial or joint
capacity or capacities, this Proxy is signed by the undersigned in every such
capac-ity as well as individually. Attendance of the undersigned at the Annual
Meeting will not be deemed to revoke this Proxy unless the under-signed shall
affirmatively indicate at the meeting the intention of the undersigned to vote
in person.
