SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Securities Exchange Act of 1934
Filed by the Registrant ___
Filed by a Party other than a Registrant X
---
Check the appropriate box:
____ Preliminary Proxy Statement
X Definitive Proxy Statement
- ----
X Definitive Additional Materials
- ----
____ Soliciting Materials Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
BKC Semiconductors Incorporated
-----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
BKC Semiconductors Incorporated
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(Name of Person Filing Proxy Statement)
_X__ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
____ $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
____ 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.
____ Check 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 date of its filing.
1) Amount Previously Paid: _______________________________________
2) Form Schedule or Registration Statement No: ___________________
3) Filing Party: _________________________________________________
4) Date Filed: ___________________________________________________
BKC SEMICONDUCTORS INCORPORATED
6 Lake Street
Lawrence, Massachusetts 01841
February 14, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of BKC Semiconductors Incorporated (the "Company"), to be held on Tuesday, March
25, 1997 at 9:00 A.M.(Boston time) at The Marriott Hotel, 123 Old River Road
Andover, MA 01810. The Board of Directors and I look forward to personally
greeting those stockholders able to attend.
The following Notice of Annual Meeting of Stockholders and Proxy
Statement describe the items to be considered by the stockholders and contain
certain information about the Company and its officers and directors.
Please sign and return the enclosed card as soon as possible in the
envelope provided so that your shares can be voted at the meeting in accordance
with your instructions. Even if you plan to attend the meeting, we urge you to
sign and promptly return the proxy card. You can revoke it at any time before
it is exercised at the meeting, or vote your shares if you attend the meeting.
We look forward to seeing you.
Very truly yours,
/s/ James R. Shiring
JAMES R. SHIRING
President and Chief Executive Officer
<PAGE>
BKC SEMICONDUCTORS INCORPORATED
6 Lake Street
Lawrence, Massachusetts 01841
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on March 25, 1997
The Annual Meeting of Stockholders of BKC Semiconductors Incorporated (the
"Company") will be held at the Marriott Hotel, 123 Old River Road, Andover,
Massachusetts, 01810, on Tuesday, March 25, 1997, at 9:00 A.M. (Boston time) to
consider and act upon the following matters:
1. To elect six directors to hold office for a term ending on the date
of the annual meeting of stockholders following their election and
until the election and qualification of their successors.
2. To ratify the selection by the Board of Directors of Sullivan Bille,
P.C. as the Company's independent auditors for the fiscal year
ending September 30, 1997.
3. To transact such other business as may properly come before the any
meeting, and and all adjournments thereof.
Stockholders of record at the close of business on January 31, 1997,
are entitled to notice of and to vote at the meeting and any adjournments
thereof. The stock transfer books of the Company will remain open between such
date and the meeting date.
All stockholders are cordially invited to attend the meeting.
By order of the Board of Directors
/s/ John L. Campbell, Clerk and Secretary
JOHN L. CAMPBELL, Clerk and Secretary
February 14, 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO
ASSURE REPRESENTATION OF YOUR SHARES. ANY STOCKHOLDER ATTENDING THE MEETING MAY
VOTE IN PERSON EVEN IF SUCH STOCKHOLDER HAS RETURNED A PROXY.
<PAGE>
BKC SEMICONDUCTORS INCORPORATED
6 Lake Street
Lawrence, Massachusetts 01841
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
To be held on March 25, 1997
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors (the "Board") of BKC Semiconductors
Incorporated (the "Company"). This Proxy Statement is for use at the Annual
Meeting of Stockholders to be held on March 25, 1997, at 9:00 A.M. (Boston time)
and at any adjournment or postponement of that meeting. All proxies will be
voted in accordance with the instructions contained in the respective proxies,
and, if no choice is specified, the proxies will be voted in favor of the
proposals set forth in the Notice of Annual Meeting. Any proxy may be revoked by
a stockholder at any time before it is exercised, by filing a later dated proxy
or written notice of revocation with John L. Campbell, Clerk and Secretary of
the Company, or by voting in person at the meeting.
The Board has fixed January 31, 1997, as the record date for
determination of stockholders entitled to vote at the Annual Meeting. At the
close of business on January 31, 1997, there were outstanding and entitled to
vote 1,276,411 shares of Common Stock of the Company. Each share is entitled to
one vote. The affirmative vote of the holders of a plurality of the shares
present or represented at the meeting, at which a quorum is present, is required
for the election of directors. Approval of the other matters which are before
the meeting will require the affirmative vote of the holders of a majority of
the shares present or represented at a meeting, at which a quorum is present.
(For purposes of the matters before this meeting, under the Company's by-laws, a
quorum shall consist of a majority of all shares of stock then issued and
outstanding and entitled to vote at the meeting.)
Shares as to which a nominee (such as a broker holding shares in street
name for a beneficial owner) has no voting authority in respect of particular
matters will be deemed represented for quorum purposes but will not be deemed to
be voting on such matters, and, therefore, will not be counted as negative votes
as to such matters. Votes will be tabulated by the Company's transfer agent
subject to the supervision of persons designated by the Board of Directors as
inspectors.
The Company's Annual Report to Stockholders (Form 10-K) for the year
ended September 30, 1996, is being mailed to stockholders along with the
issuance of this Proxy Statement. The date of mailing of this Proxy Statement is
expected to be on or about February 14, 1997.
<PAGE>
STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of January 31, 1997, by (i) each
person who is known by the Company to own beneficially more than 5% of the
outstanding shares of the Company's Common Stock; (ii) each of the Company's
directors who owns Common Stock; (iii) the executive officers named in the
Summary Compensation Table on Page 5; and (iv) all directors and executive
officers of the Company as a group. Except as otherwise indicated, each person
has sole investment and voting power with respect to the shares shown as being
beneficially owned by such person, based on information provided by such owners.
<TABLE>
<S> <C> <C>
Percent of
Name Common Stock Shares
Beneficially Owned Outstanding
Gerald T. Billadeau (1) ............... 200,180 15.7
John L. Campbell (1) .................. 184,660 14.5
William J. Kady (1) ................... 206,307 16.2
Albert A. Magdall (2) ................. 35,824 2.8
W. Randle Mitchell, Jr. (2) ........... 2,824 *
James R. Shiring ...................... 0 0
All officers and directors as a group
(6 persons) (1) 629,795 49.1
________________________________
<FN>
*Less than 1%
(1) Includes beneficial ownership of 6,440 shares of Common Stock held by
spouses
(2) Includes 2,824 shares which may be acquired by exercise of stock
options within 60 days after February 1, 1997.
</FN>
</TABLE>
ELECTION OF DIRECTORS
(Item 1 of Notice)
There are currently six members of the Board, whose terms expire at the
1997 Annual Meeting of Stockholders. The Board has fixed the number of
directors for the ensuing year at six and nominated Albert A. Magdall, James R.
Shiring, Gerald T. Billadeau, William J. Kady, John L. Campbell and W. Randle
Mitchell, Jr. for re-election to the Board. The shares represented by the
enclosed proxy will be voted to elect Messrs. Magdall, Shiring, Billadeau, Kady,
Campbell and Mitchell unless such authority is withheld by marking the proxy to
that effect.
If Messrs. Magdall, Shiring, Billadeau, Kady, Campbell, and Mitchell
are elected, they have consented to serve as Directors for a term of one year,
expiring at the 1998 Annual Meeting of Stockholders and when their successors
are duly elected and qualified. If any of Messrs. Magdall, Shiring, Billadeau,
Kady, Campbell, and Mitchell become unavailable for election (although that is
not currently contemplated),
2
<PAGE>
the shares represented by the enclosed proxy, unless authority has been
withheld as to such nominee, may be voted for election of a substitute.
Mr. Shiring, age 56, has a professional background covering 33 years
of progressive global experience in the electronics industry with the focus on
semiconductor components. Mr. Shiring was Managing Director of Clare Europe, a
unit of CP Clare, a worldwide manufacturer of electronic components, from
November, 1993 to October, 1995, and prior to that Chief Operating Officer of
the parent company of CP Clare. Mr. Shiring has also worked for Westinghouse
Semiconductor Division, Varian, Semicon, Teledyne, and Theta-J Corporation, the
forerunner to CP Clare Corporation. Mr. Shiring joined BKC Semiconductors
Incorporated as President and Chief Executive Officer on March 13, 1996 and
joined the Board on March 22, 1996.
Mr. Magdall, age 61, was elected to the Board of Directors on November
21, 1994. He was elected Chairman of the Board in May of 1995. In July of 1995,
Mr. Magdall was elected by the Board to serve as interim President and Chief
Executive Officer. On March 13, 1996, Mr. Shiring became President and Chief
Executive Officer, and Mr. Magdall resumed his role as Chairman and an
independent Director. In 1992 and 1993, he held the position of Senior Vice
President of Genicom Corporation (NASDAQ), a company involved in the manufacture
and sales of computer printers. In this position, the Company's four European
Sales and Service subsidiary companies were under his direction. Form 1960 until
1987, Mr. Magdall was employed by IBM Corporation where he had a long record of
successful management in product development and manufacturing. In 1979 and
1980, Mr. Magdall served as secretary to the IBM Corporate Management Committee
reporting to the Chairman of the Board. From 1980 until 1987, Mr.Magdall served
as a Vice President in several IBM business areas.
Mr. Mitchell, age 62, has been a member of the Board since December 16,
1994, and is currently Chairman of the Board and Chief Executive Officer of
Learning Services Corporation (a privately held company specializing in
post-acute acquired brain injury rehabilitation). He previously served as
President and Chief Executive Officer and a director of Amoskeag Company
(NASDAQ) from 1992 to 1994, and as its Chief Financial Officer from 1979 to
1991. He also served as Executive Vice President and Chief Financial Officer of
Amoskeag's 80% controlled subsidiary, Fieldcrest Cannon, Inc. (NYSE), from 1985
to 1990. Mr. Mitchell has also served as Chairman of the Board of the Bangor and
Aroostook railroad, a subsidiary of Amoskeag Company, as a director and Chairman
of the Audit Committee of the Keesville National Bank (New York), as a director
of Fanny Farmer Candy Shops, Inc. and as a director of Boston Bancorp and the
South Boston Savings Bank.
Mr. Campbell, age 62, is a founder of the Company and has served as
Vice President of Sales and Clerk and Secretary since 1985 and has been a member
of the Board since its inception. From 1968 to 1985, Mr. Campbell held a number
of sales and marketing positions in the ITT Semiconductors Division of ITT,
lastly as Eastern Regional Sales Manager. He is currently Strategic Marketing
and Distribution Sales Director for BKC Semiconductors Incorporated.
Mr. Kady, age 56, is a founder of the Company and has served as Vice
President Operations and Treasurer since 1985 to 1995 and has been a member of
the Board since its inception. He is currently Vice President of Quality. Mr.
Kady previously served in various capacities in the ITT Semiconductors Division
of ITT, primarily in the areas of engineering, quality and reliability.
3
<PAGE>
Mr. Billadeau, age 55, was a founder of the Company in 1985 and served
as President and Chief Executive Officer from 1985 until July, 1995 when he
became Vice President of Finance and Chief Financial Officer. In June, 1996
Mr. Billadeau left BKC to pursue other interests and has been a member of the
Board since its inception. Prior to the founding of BKC, Mr. Billadeau
served as Vice President and Controller of the ITT Semiconductors
Division of ITT from 1980 to 1985. From 1973 to 1980, Mr. Billadeau
served as Assistant Controller and Financial Manager of a subsidiary
of ITT.
In accordance with Massachusetts law, the President, Treasurer and
Clerk are elected annually by the Board to serve until the first meeting of the
Board following the next annual meeting of stockholders and until their
successors are elected and qualified.
4
<PAGE>
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors
The Board of Directors met twelve times during the fiscal year ended
September 30, 1996. Each director attended at least 75% of the meetings of the
Board (held during the period for which he was a director) and meetings of the
committees of the Board on which he served.
Compensation Committee
Messrs. Magdall and Mitchell serve on the Compensation Committee, with
Mr. Magdall the Chairman. During Mr. Magdall's interim role as President and
CEO, Mr. Mitchell served as the chairman and any decisions involving Mr.
Magdall's compensation were resolved by Mr. Mitchell and the other Board
members, excluding Mr. Magdall. During the fiscal year ended September 30,
1996, the Compensation Committee met four times. The Compensation Committee
reviews and recommends to the Board the compensation and benefits of all
executive officers of the Company and reviews general policy relating to
compensation and benefits of employees of the Company.
Audit Committee
The Audit Committee currently consists of Messrs. Mitchell and Magdall,
with Mr. Mitchell the Chairman. During the fiscal year ended September 30,
1996, the committee met three times. The Audit Committee is responsible for
reviewing audit performance and ensuring adequate audit coverage.
Nominating Committee
The Company does not have a nominating or similar committee.
EXECUTIVE COMPENSATION
Employment Agreements
On March 13, 1996, the Company and Mr. James R. Shiring entered into an
employment agreement which provides for benefits and an annual base salary of
$130,000. The agreement renews for a one year period on September 30, 1997 and
continues to renew for one year periods thereafter, unless employment is
terminated per the agreement.
On March 22, 1996 the Compensation Committee recommended to the Board
of Directors that the Company agree to a consulting arrangement with Messrs.
Billadeau, Kady, and Campbell in the event that the Company terminates their
employment. In that event, each will receive a consulting fee of $50,000 to be
paid monthly, in equal installments, over a 12-month period.
5
<PAGE>
Compensation of Executive Officers
The following table sets forth the compensation paid by the Company for
services in all capacities to the Company for the fiscal years ended September
30, 1996, 1995, and 1994 to the two individuals who served as Chief Executive
Officer during fiscal 1996 (the "Named Executive Officers"). None of the
Company's other executive officers had a total annual salary and bonus exceeding
$100,000 during fiscal 1996.
<TABLE>
<S> <C> <C> <C> <C> <C>
OFFICER COMPENSATION
--------------------
Annual Compensation Long-term Comp
Fiscal Awards ($) Misc.
Name Year Salary($) Bonus($) Restricted Stock Comp. $
Albert A. Magdall (1) 1996 26,041.65(2) 0 --- ---
Chairman, interim President and 1995 0 $61,000(2) ---
Chief Executive Officer, Director 1994 --- --- --- ---
James R. Shiring (3) 1996 92,500.00 0 0 700 (4)
President and CEO, Director 1995 --- --- --- ---
1994 --- --- --- ---
________________________________________
<FN>
(1) Mr. Magdall served as interim President and Chief Executive Officer of the
Company until March 13, 1996.
(2) During fiscal 1995 and the first quarter of fiscal 1996, while
serving as interim President and CEO, Mr. Magdall was compensated in the form of
33,000 shares of unregistered common stock, and $12,200 to cover taxes
associated with such issuance. The Company has granted Mr. Magdall certain
registration rights with respect to such shares. This compensation was reported
in last year's proxy.
(3) Mr. Shiring became President and Chief Executive Officer of BKC
Semiconductors Incorporated on March 13, 1996.
(4) Premium cost of life insurance policy for Mr. Shiring.
</FN>
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Potential Realizable Value at
Number of Percent of Total Assumed Annual Rates of Stock Price
Securities Options Granted Appreciation for Option Term (2)
Underlying to Employees in Exercise Price ----------------------------------
Name Options (#)(1) Fiscal Year ($/Share) Expiration Date 5% 10%
- ---- ------------- --------------- -------------- ---------------
Albert A. Magdall 2,000 0.9% 3.75 4/01/06 $4,717 $11,953
James R. Shiring 75,000 35.3% 2.00 3/19/06 $94,500 $239,250
<FN>
(1) These options vest within three years from the date of grant.
(2) As required by the rules of the Securities and Exchange Commission,
potential values stated are based on the prescribed assumption that the
Common Stock will appreciate in value from the date of grant to the end of
the option term at rates (compounded annually) of 5% and 10%, respectively,
and therefore are not intended to forecast possible future appreciation,
if any, in the price of the Company's common stock
</FN>
</TABLE>
6
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
Mr. Shiring was granted an option on 75,000 shares of the Company's
stock under the Employee Stock Option Plan on March 19, 1996 at $2.00 per share.
This option expires on March 19, 2006.
FISCAL YEAR-END OPTION VALUES
The following table sets forth information regarding the number of
vested and unvested options and the unrealized value or spread (the difference
between the exercise price and the market value) of unexercised options issued
by the Company and held by the Named Executive Officers on January 31, 1997,
based on market close share price of $1.875 on January 31, 1997
<TABLE>
<S> <C> <C> <C> <C>
Number of Shares Value of Unexercised
Underlying In-the-Money
Unexercised Options(#) Options ($)
Vested Unvested Vested Unvested
------ -------- ------ --------
Albert A. Magdall 2,118 3,412 $0 $0
James R. Shiring 0 75,000 $0 $0
</TABLE>
7
<PAGE>
DIRECTORS' COMPENSATION
When Messrs. Mitchell and Magdall were added to the Board in 1994,
compensation agreements and reimbursement of expenses were approved for them by
the Previous Compensation Committee and modified by a Board of Directors meeting
held on July 23, 1996 to:
1. Reimbursement for expenses related to attendance at each meeting.
2. Payment of $1,000.00 for each Board of Directors meeting attended,
and $500.00 for each committee meeting attended. If the meeting
occurs the same day, only the Board Meeting fee will be paid.(1)
3. Grant of stock options valued at $7,500.00 each year pursuant to
the Company's Non-Employee Director Stock Option Plan by the
stockholders of the Company.
4. Mr. Schmidt replaced Mr. Billadeau as the Company's Treasurer and
Mr. Billadeau will now receive compensation and reimbursement as
an outside director.
- --------------------------
(1) Mr. Magdall did not receive any such compensation while serving as
the interim President and Chief Executive Officer.
CERTAIN TRANSACTIONS
There have been no transactions between the Company and any of its
officers, directors, principal stockholders and their affiliates.
8
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
This report, prepared by the Compensation Committee, addresses the
Company's executive compensation policies and the basis on which fiscal 1996
executive officer compensation determinations were made. The Compensation
Committee designs and approves all components of executive pay.
During fiscal 1996, the Compensation Committee members were Albert A.
Magdall and W. Randle Mitchell, Jr. During Mr. Magdall's interim role as
President and Chief Executive Officer, Mr. Mitchell served as Chairman of the
Compensation Committee. Any decisions involving Mr. Magdall's compensation
were decided by Mr. Mitchell and the other members of the Board of Directors,
excluding Mr. Magdall.
Compensation Philosophy
The objectives of the Company's executive compensation program are (i)
to enable the Company to attract, retain and award executives who contribute to
both the short-term and the long-term success of the Company, (ii) align
compensation with business objectives and individual performance, and (iii) tie
the interests of the Company's executives to the interests of the Company's
stockholders. The primary components of the Company's executive compensation
program are salary, stock options, and performance-related bonuses. The
Compensation Committee believes that executive compensation packages should be
viewed as a whole in order to properly asses their appropriateness.
In establishing total compensation packages for its executive officers,
the Compensation Committee takes into account the compensation packages offered
to executives of other semiconductor equipment companies of similar stature,
length of service, prior experience and the Compensation Committee's judgment as
to individual contributions. These factors are not assigned specific
mathematical weight.
Salary
As described in the section on Executive Compensation on Page 4.
Bonus
No executive officer bonuses were paid for fiscal 1996. Beginning
Fiscal Year 1997, Mr. Shiring and several key employees will receive bonuses
if the Company meets or exceeds its earnings targets as committed to the Board
of Directors in the Company's 1997 Operating Plan.
9
<PAGE>
Stock
Messrs. Magdall and Mitchell were granted stock options on April 1,
1995, under the Company's compensation plan for directors. When Mr. Magdall was
asked by the Board of Directors to serve as its Chairman, and then later as
interim President and Chief Executive Officer, he agreed to take his
compensation for calendar year 1995 in Company stock, with a cash payment only
to cover the tax requirements. This was intended to demonstrate a commitment to
increase stockholder value. The amounts are outlined in the section on Officer
Compensation on Page 5.
Compensation Committee
/s/ W. Randle Mitchell, Jr.
/s/ Albert A. Magdall
W. Randle Mitchell, Jr.
Albert A. Magdall
10
<PAGE>
COMPARISON OF CUMULATIVE TOTAL STOCKHOLDER RETURN
The following performance graph assumes an investment of $100 on
August 21, 1992 (the date the Company's common stock was first registered under
Section 12 of the Securities Exchange Act of 1934) and compares the change
thereafter in the market price of the Company's common stock with a broad
market index (S&P 500) and an industry index (S&P Electronics (Component
Distributors)-500). The Company paid no dividends during the periods shown;
the performance of the indices is shown on a total return (dividend
reinvestment) basis. The graph lines merely connect fiscal year-end dates and
do not reflect fluctuations between those dates. It should be noted that the
Standard & Poor's "S&P 500 Midcap Electronic Components & Equipment" index that
was used for the fiscal year 1995 proxy has been replaced for fiscal year 1996
with the "S&P Electronics (Component Distributors)-500" index.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
INDEXED RETURNS
Years Ending
Base
Period
Company/Index 21 Aug 92 Sep-92 Sep-93 Sep-94 Sep-95 Sep-96
BKC Semiconductors Incorporated 100 92.59 103.70 57.41 70.37 51.85
S&P Electronics (Component
Distributors)-500 100 109.44 116.43 130.24 134.63 158.83
S&P 500 Index 100 101.18 114.34 118.55 153.81 185.09
</TABLE>
[GRAPHIC APPEARS HERE]
This graphic depicts in visual form the comparison of BKC versus its benchmarks.
The chart above provides the numbers that correspond to this graphic.
The Compensation Committee report on Executive Compensation and the
Comparison of Total Stockholder Return information above shall not be deemed
"soliciting material" or incorporated by reference into any of the Company's
filings with the Securities and Exchange Commission by implication or by any
reference in any such filing to this Proxy Statement.
11
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No person serving on the Compensation Committee at any time during
fiscal 1996 was a present or former officer or employee of the Company or any of
its subsidiaries, except for Albert A. Magdall, who served as interim President
and Chief Executive Officer of the Company from July, 1995 to March 13, 1996.
During fiscal 1996, no executive officer of the Company served as a member of
the Board of Directors or compensation committee (or other Board committee
performing equivalent functions) of another entity, one of whose executive
officers served on the Company's Board of Directors or Compensation Committee.
APPROVAL OF AUDITORS
(Item 2 of Notice)
The Board has selected the firm of Sullivan Bille, P.C., independent
certified public accountants, as auditors of the Company for the fiscal year
ending September 30, 1997, and is submitting the selection to stockholders for
ratification. The Board recommends a vote "FOR" this proposal. Unless the proxy
indicates otherwise, the shares represented by the enclosed proxy will be voted
to approve such selection.
Although there is no legal requirement that this matter be submitted to
a vote of the stockholders, the Board believes that the selection of independent
auditors is of sufficient importance to seek stockholder ratification. In the
event Sullivan Bille, P.C. is not ratified by the affirmative vote of the
holders of a majority of the shares present or represented at the Annual
Meeting, at which a quorum is present, the Board will reconsider its selection.
Representatives of Sullivan Bille, P.C. are expected to attend the
Annual Meeting of Stockholders. They will have an opportunity to make a
statement and will also be available to respond to appropriate questions from
stockholders.
12
<PAGE>
SECTION 16 REPORTING
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
its common stock to file reports with the Securities and Exchange Commission
disclosing their ownership of stock in the Company and changes in such
ownership. Copies of such reports are also required to be furnished to the
Company. Based solely on a review of the copies of such reports received by it,
the Company believes that during fiscal 1996, with the exception of Mr. John L.
Campbell, who had certain transactions relating to the sale of his owned common
stock and filed Form 4 relative to this transaction late, all such filing
requirements were complied with.
STOCKHOLDER PROPOSALS FOR 1998 MEETING
Proposals of stockholders intended to be presented at the 1998 Annual
Meeting of Stockholders must be received by the Company at its principal
office, 6 Lake Street, Lawrence, Massachusetts 01841, Attention: President
and Chief Executive Officer, not later than October 17, 1997, for inclusion in
the Proxy Statement for that meeting. Other requirements for inclusion are set
forth in Rule 14a-8 under the Securities Exchange Act of 1934.
OTHER MATTERS
The Board does not know of any other matters which may come before the
Annual Meeting. However, if any other matters are properly presented to the
Annual Meeting, it is the intention of the persons named in the accompanying
proxy to vote, or otherwise to act, in accordance with their judgment on such
matters.
All costs of solicitation of proxies by management will be borne by the
Company. In addition to solicitations by mail, the Company's Directors, officers
and regular employees, without additional remuneration, may solicit proxies by
telephone or personal interviews. Brokers, custodians and fiduciaries will be
requested to forward proxy soliciting materials to the beneficial owners of the
Company's stock held in the names of such brokers, custodians and fiduciaries,
and the Company will reimburse them for their out-of-pocket expenses in this
connection.
By order of the Board of Directors
/s/ John L. Campbell, Clerk and Secretary
John L. Campbell, Clerk and Secretary
February 14, 1997
The Board hopes that stockholders will attend the meeting. WHETHER
OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. A prompt response will greatly
facilitate arrangements for the meeting, and your cooperation will be
appreciated. Stockholders who attend the meeting may vote their stock
personally even though they have sent in their proxies.
13
<PAGE>
SOLICITED BY THE BOARD OF DIRECTORS
BKC SEMICONDUCTORS INCORPORATED
ANNUAL MEETING OF STOCKHOLDERS -- MARCH 25, 1997
P The undersigned hereby appoints Albert A. Magdall, James R. Shiring, Gerald
R T. Billadeau, William J. Kady, John L. Campbell, and W. Randle Mitchell,
O Jr. and each of them, with power of substitution, proxies for the
X undersigned and authorizes them, and each of them, to represent and vote,
Y as designated, all of the shares of common stock of the Company which
the undersigned may be entitled to vote at the Annual Meeting of
Stockholders to be held at the Marriott Hotel, 123 Old River Road, Andover,
Massachusetts, at 9:00 A.M. (Boston time) on March 25, 1997, and at any
adjournments or postponements of such meeting, for the following purposes
and with discretionary authority as to any other matters that may properly
come before the meeting, all in accordance with and as described in
the Notice and accompanying Proxy Statement. If no direction is given,
this proxy will be voted FOR all proposals.
___ PLEASE MARK VOTES AS IN THIS EXAMPLE.
RECORD DATE SHARES
<TABLE>
<S> <C> <C> <C>
1. Election of directors to hold office for a one-year term. FOR WITHHELD FOR ALL
Nominees: ALL FROM ALL EXCEPT
Albert A. Magdall William J. Kady
James R. Shiring John L. Campbell
Gerald T. Billadeau W. Randle Mitchell, Jr. ___ ___ ___
NOTE: If you do not wish your shares volted "FOR" a particular nominee,
mark the "FOR ALL EXCEPT" box and strike a line through that nominee's
name. Your shares will be voted for the remaining nominees.
2. To approve the selection by the Board of Sullivan Bille, P.C., as the FOR WITHHELD FOR ALL
Company's independent auditors for the fiscal year ending September 30, ALL FROM ALL EXCEPT
1997.
The Board of Directors recommends a vote FOR proposals 1 and 2. ___ ___ ___
</TABLE>
MARK BOX AT RIGHT IF YOU PLAN TO ATTEND THE MEETING. ___
MARK BOX AT RIGHT IF AN ADDRESS CHANGE OR ___
COMMENT HAS BEEN NOTED ON THE REVERSE OF THIS
CARD
Please sign exactly as your name appears on your stock certificate. If you are
signing on behalf of a corporation or as an attorney, executor, trustee,
fiduciary, administrator, guardian or in any other representative capacity,
sign name and title.
Stockholder sign here ________________________________
Date ________________________________________________
Co-owner sign here ___________________________________
Date _________________________________________________
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE COMPANY.
