<PAGE>
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:
[X]Preliminary Proxy Statement [_]Confidential, for Use of the
Commission Only
(as Permitted by Rule 14a-6(e)(2))
[_]Definitive Proxy Statement
[_]Definitive Additional Materials
[_]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
SATCON TECHNOLOGY 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)(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 vale 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>
SATCON TECHNOLOGY CORPORATION
161 FIRST STREET
CAMBRIDGE, MASSACHUSETTS 02142
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------
To The Stockholders:
Notice Is Hereby Given that the Annual Meeting of Stockholders (the "Annual
Meeting") of Satcon Technology Corporation (the "Corporation"), a Delaware
corporation, will be held on Wednesday, February 26, 1997 at 9:00 a.m. at the
offices of Hale and Dorr, 60 State Street, Boston, Massachusetts 02109, to
consider and act upon the following matters:
1. To elect six (6) members of the Board of Directors. If the proposed
amendment to the Corporation's Certificate of Incorporation providing
for a classified Board of Directors (proposal 2 below) is adopted, the
six directors will be elected to a classified Board of Directors, with
two directors being elected for a one-year term, two directors being
elected for a two-year term and two directors being elected for a three-
year term. If this proposed amendment is not adopted, all six directors
will be elected for a one- year term;
2. To approve an amendment to the Corporation's Certificate of
Incorporation providing for the classification of the Board of Directors
into three classes, with members of each class serving for staggered
three-year terms;
3. To approve an amendment to the Corporation's Certificate of
Incorporation increasing from 10,000,000 to 15,000,000 the number of
authorized shares of Common Stock;
4. To ratify the selection of Coopers & Lybrand L.L.P. as independent
auditors for the Corporation for the fiscal year ending September 30,
1997; and
5. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on January 1, 1997,
as the record date for the determination of Stockholders entitled to receive
notice of and vote at the Annual Meeting and any adjournment thereof. The
stock transfer books of the Corporation will remain open for the purchase and
sale of the Corporation's common stock.
We hope that all Stockholders will be able to attend the Annual Meeting in
person. In order to ensure that a quorum is present at the Annual Meeting,
please date, sign and promptly return the enclosed Proxy whether or not you
expect to attend the Annual Meeting. A postage-prepaid envelope, addressed to
Boston Equiserve, the Corporation's transfer agent and registrar, has been
enclosed for your convenience. If you attend the Annual Meeting, your Proxy
will, upon your written request, be returned to you and you may vote your
shares in person.
All stockholders are cordially invited to attend the meeting.
By Order of the Board of Directors,
Michael C. Turmelle
Secretary
Cambridge, Massachusetts
January , 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY CARD AND PROMPTLY MAIL IT IN THE ENCLOSED ENVELOPE IN
ORDER TO ASSURE REPRESENTATION OF YOUR SHARES AT THE MEETING. NO POSTAGE NEED
BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES.
<PAGE>
SATCON TECHNOLOGY CORPORATION
161 FIRST STREET
CAMBRIDGE, MASSACHUSETTS 02142
----------------
PROXY STATEMENT
----------------
for the 1997 Annual Meeting of Stockholders
to be held on February 26, 1997
The enclosed Proxy is solicited by the Board of Directors of SATCON
TECHNOLOGY CORPORATION (the "Corporation"), a Delaware corporation, for use at
the Annual Meeting of Stockholders (the "Annual Meeting") to be held on
Wednesday, February 26, 1997 at 9:00 a.m. at the offices of Hale and Dorr, 60
State Street, Boston, Massachusetts 02109, and at any adjournment or
adjournments thereof.
All Proxies will be voted in accordance with the instructions contained
therein, and if no choice is specified, the Proxies will be voted in favor of
the matters set forth in the accompanying Notice of Meeting. Any Proxy may be
revoked by a stockholder at any time before it is exercised by delivery of
written revocation to the Secretary of the Corporation.
The Corporation's Annual Report to Stockholders for the fiscal year ended
September 30, 1996 ("Fiscal 1996") is being mailed to stockholders with the
mailing of this Notice and Proxy Statement on or about January , 1997.
A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED SEPTEMBER 30, 1996 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
EXCEPT FOR EXHIBITS, WILL BE FURNISHED WITHOUT CHARGE TO ANY STOCKHOLDER UPON
WRITTEN REQUEST TO THE CHIEF FINANCIAL OFFICER OF THE CORPORATION, SATCON
TECHNOLOGY CORPORATION, 161 FIRST STREET, CAMBRIDGE, MASSACHUSETTS 02142.
VOTING SECURITIES AND VOTES REQUIRED
Stockholders of record at the close of business on January 1, 1997, will be
entitled to notice of and to vote at the Annual Meeting and at any adjournment
or adjournments thereof. On that date, 7,447,695 shares of the Corporation's
Common Stock, $.01 par value per share (the "Common Stock"), were issued and
outstanding.
Each share of Common Stock entitles the holder to one vote with respect to
all matters submitted to stockholders at the Annual Meeting. The
representation in person or by Proxy of at least a majority of the shares of
Common Stock entitled to vote at the Annual Meeting is necessary to establish
a quorum for the transaction of business.
Directors are elected by a plurality of votes cast by stockholders entitled
to vote at the Annual Meeting. All other matters being submitted to
stockholders require the affirmative vote of the majority of shares present in
person or represented by Proxy at the Annual Meeting. The Corporation has no
other voting securities.
Shares held in "street name" by brokers or nominees who indicate on their
Proxies that they do not have discretionary authority to vote such shares as
to a particular matter will not be considered as present and entitled to vote
with respect to a particular matter and will have no effect on the voting on
such matter. Shares which abstain from voting as to a particular matter will
be considered as present and entitled to vote with respect to a particular
matter but will not be counted as shares voting on such matter.
Stockholders may vote in person or by Proxy. Execution of a Proxy will not
in any way affect a stockholder's right to attend the Annual Meeting and vote
in person. Any stockholder voting by Proxy has the right to revoke it at any
time before it is exercised by giving written notice to the Secretary of the
Corporation
<PAGE>
prior to the Annual Meeting, or by giving to the Secretary of the Corporation
a duly executed Proxy bearing a later date than the Proxy being revoked at any
time before such Proxy is voted, or by appearing at the Annual Meeting and
voting in person. The shares represented by all properly executed Proxies
received in time for the Annual Meeting will be voted as specified therein. If
a stockholder does not specify in the Proxy how the shares are to be voted,
they will be voted in favor of the election as directors of those persons
named in this Proxy Statement and in favor of all other items set forth
herein.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of October 31, 1996, certain information
concerning the beneficial ownership of the Corporation's Common Stock by (i)
each person known by the Corporation to own beneficially five percent (5%) or
more of the outstanding shares of the Corporation's Common Stock; (ii) each of
the Corporation's executive officers and directors; and (iii) all executive
officers and directors as a group.
The number of shares beneficially owned by each director or executive
officer is determined under rules of the Securities and Exchange Commission,
and the information is not necessarily indicative of beneficial ownership for
any other purpose. Under such rules, beneficial ownership includes any shares
as to which the individual has sole or shared voting power or investment power
and also any shares which the individual has the right to acquire on or before
December 30, 1996 through the exercise of any stock option or other right.
Unless otherwise indicated, each person has sole investment and voting power
(or shares such power with his or her spouse) with respect to the shares set
forth in the following table. The inclusion herein of any shares deemed
beneficially owned does not constitute an admission of beneficial ownership of
those shares.
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
NAME AND ADDRESS SHARES BENEFICIALLY OUTSTANDING
OFBENEFICIAL OWNER(1) OWNED(2) COMMON STOCK
- ---------------------- ------------------- -------------
<S> <C> <C>
David B. Eisenhaure.......................... 2,876,490 38.9%
James L. Kirtley, Jr......................... 17,526 *
John P. O'Sullivan........................... 96,254 1.3%
William E. Stanton........................... 110,060 1.5%
Michael C. Turmelle.......................... 126,844 1.7%
Marshall J. Armstrong........................ 17,226 *
All Executive Officers and Directors as a
Group (six persons)......................... 3,244,400 42.7%
</TABLE>
- --------
* Less than 1%
(1) The address for all executive officers and directors is c/o SatCon
Technology Corporation, 161 First Street, Cambridge, Massachusetts 02142.
(2) Includes the following shares of Common Stock issuable upon the exercise
of outstanding stock options which may be exercised on or before December
30, 1996: Mr. Eisenhaure: 15,666; Dr. Kirtley: 17,226; Mr. O'Sullivan:
17,226; Mr. Stanton: 110,060; Mr. Turmelle: 46,416; Mr. Armstrong: 17,226;
all Executive Officers and Directors as a Group: 223,820.
ELECTION OF DIRECTORS
The persons named in the enclosed Proxy will vote to elect as directors the
six nominees named below, unless the Proxy is marked otherwise. If a
stockholder returns a Proxy without contrary instructions, the persons named
as Proxies will vote to elect as directors the nominees named below, each of
whom is currently a member of the Board of Directors of the Corporation. All
of the nominees have indicated their willingness to serve, if elected;
however, if any nominee should be unable to serve, the shares of Common Stock
represented by Proxies may be voted for a substitute nominee designated by the
Board of Directors.
2
<PAGE>
If the stockholders approve the proposed amendment to the Corporation's
Certificate of Incorporation providing for the classification of the Board of
Directors into three classes, as described below, two Class I Directors (Mr.
Stanton and Dr. Kirtley) will be elected for a one-year term expiring at the
1998 Annual Meeting of Stockholders, two Class II Directors (Messrs. Turmelle
and O'Sullivan) will be elected for a two-year term expiring at the 1999
Annual Meeting of Stockholders and two Class III Directors (Messrs. Eisenhaure
and Armstrong) will be elected for a three-year term expiring at the 2000
Annual Meeting of Stockholders, in all cases subject to the election and
qualification of their successors and to their earlier death, resignation or
removal. If this proposed amendment to the Certificate of Incorporation is not
adopted, all six directors will be elected for a one-year term expiring at the
1998 Annual Meeting of Stockholders, subject to the election and qualification
of their successors and to their earlier death, resignation or removal. See
"Classification of Board of Directors."
With the exception of Mr. Eisenhaure, who is married to Mr. O'Sullivan's
first cousin, no director or executive officer is related by blood, marriage
or adoption to any other director or executive officer.
NOMINEES FOR DIRECTOR
DAVID B. EISENHAURE, age 51, became a Director in 1985.
Mr. Eisenhaure has served as President, Chief Executive Officer and Chairman
of the Board of Directors of the Corporation since 1985. Prior to founding the
Corporation, Mr. Eisenhaure was associated with the Charles Stark Draper
Laboratory, Incorporated ("Draper") from 1974 to 1985, and with its
predecessor, the Massachusetts Institute of Technology's Instrumentation
Laboratory, from 1967 to 1974. Mr. Eisenhaure holds S.B. and S.M. degrees in
Mechanical Engineering, as well as a Mechanical Engineering Degree, from the
Massachusetts Institute of Technology ("M.I.T."). In addition to his duties at
the Corporation, Mr. Eisenhaure holds an academic position at M.I.T., serving
as a Lecturer in the Department of Mechanical Engineering.
MARSHALL J. ARMSTRONG, age 61, became a Director in 1994.
Since 1992, Mr. Armstrong has served as Chief Executive Officer and Chairman
of the Board of Thermo Power Corporation ("THP"). THP provides research and
development relating to engines, cogeneration and refrigeration equipment to
the marine, food processing, transportation, power generating, petrochemical
and pharmaceutical industries. Mr. Armstrong is a Vice President of Thermo
Electron Corporation where he has been employed since 1968 in various
capacities. Mr. Armstrong serves as a Director of Thermo Sentron, Inc. Mr.
Armstrong holds an M.S. degree from George Washington University and a B.S.
degree in Mechanical Engineering from the University of Vermont.
JAMES L. KIRTLEY, JR., PH.D., age 51, became a Director in 1992.
Dr. Kirtley has been a consultant to the Corporation since 1985. Dr.
Kirtley, currently a Professor of Electrical Engineering at M.I.T., became a
member of the M.I.T. faculty in 1971. Dr. Kirtley received his S.B., S.M.,
E.E., and Ph.D. degrees in Electrical Engineering from M.I.T.
JOHN P. O'SULLIVAN, age 54, became a Director in 1985.
Since October 1994, Mr. O'Sullivan has served as Chief Financial Officer of
Brunswick Technologies, Inc., a manufacturer of fiberglass reinforcements.
From 1979 through April 1994, Mr. O'Sullivan was employed by Bangor Hydro-
Electric Company, an energy provider, of which he was also a Director and Vice
President of Finance and Administration. Mr. O'Sullivan was Commissioner of
Finance and Administration for the State of Maine from 1975 through 1979. He
received a B.A. degree in Economics from the College of the Holy Cross and an
M.B.A. degree from the Amos Tuck School of Business Administration at
Dartmouth College.
WILLIAM E. STANTON, age 53, became a Director in 1993.
Mr. Stanton has served as a Vice President and as the Corporation's Chief
Operating Officer since May 1993. Mr. Stanton previously served as Vice
President, Applied Systems & Technologies Programs Operations of Draper. Mr.
Stanton was employed by Draper from 1967 to 1993, where he was responsible for
the
3
<PAGE>
development and program management of four major business areas: Aircraft and
Communications Systems, Ocean Systems and Technology, Integrated Information
Systems, and Scientific Instrumentation and Control Applications. Mr. Stanton
holds an M.B.A. from Harvard Business School, an S.M. in Aeronautics from
M.I.T., and a B.S.E.E. from the University of Maine.
MICHAEL C. TURMELLE, age 37, became a Director in 1993.
Mr. Turmelle has served as the Corporation's Secretary since June 1993, and
as a Vice President, Chief Financial Officer and Treasurer, since 1991. Mr.
Turmelle joined the Corporation in 1987 as Controller. From 1982 to 1984 he
was employed by the aerospace division of General Electric Corporation, and
held several positions, including internal auditor. Mr. Turmelle holds a B.A.
degree in Economics from Amherst College.
BOARD AND COMMITTEE MEETINGS
The Board of Directors met four times during Fiscal 1996. All of the
Corporation's directors attended all of the meetings of the Board of Directors
in Fiscal 1996.
The Corporation does not have a standing nominating committee or a committee
performing similar functions.
Messrs. Armstrong and O'Sullivan and Dr. Kirtley serve as the members of the
Audit Committee. The Audit Committee was established for the purposes of (i)
recommending the selection of the Corporation's independent auditors; (ii)
reviewing the effectiveness of the Corporation's accounting policies and
practices, financial reporting and internal controls; (iii) reviewing any
transactions that involve a potential conflict of interest; and (iv) reviewing
the scope of independent audit coverages and the fees charged by the
independent accountants. The Audit Committee met one time during Fiscal 1996.
Messrs. Armstrong and O'Sullivan and Dr. Kirtley serve as the members of the
Compensation Committee. The Compensation Committee was established to set and
administer the policies that govern annual compensation for the Corporation's
executives. Following review and approval by the Compensation Committee of the
compensation policies, all issues pertaining to executive compensation are
submitted to the Board of Directors for approval. The Compensation Committee
negotiates and approves compensation arrangements for officers, employees,
consultants and directors of the Corporation including but not limited to the
grant of options of the Corporation's Common Stock pursuant to the
Corporation's stock option plans or other plans that may be established. The
Compensation Committee met one time during Fiscal 1996.
COMPLIANCE WITH SECTION 16 REPORTING REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors and executive officers, and persons who own more than
10% of the Corporation's Common Stock to file with the Securities and Exchange
Commission initial reports of ownership of the Corporation's Common Stock and
other equity securities on a Form 3 and reports of changes in such ownership
on a Form 4 or Form 5. Officers, directors and 10% Stockholders are required
by SEC regulations to furnish the Corporation with copies of all Section 16(a)
forms they file. To the Corporation's knowledge, based on a review of the
Corporation's records and written representations by the persons required to
file such reports, the filing requirements of Section 16(a) were satisfied
with respect to the Corporation's most recent fiscal year.
COMPENSATION OF DIRECTORS
Since November 1992, each of the Corporation's directors has received a fee
of $200 for each Board of Directors meeting attended, as well as a retainer of
$300 per month.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For executive officer compensation and option exercise information, see
"Compensation of Executive Officers" and "Compensation Committee Report on
Executive Compensation."
4
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation Table. The following table sets forth information
concerning the annual and long-term compensation for services rendered to the
Corporation for the fiscal years ended September 30, 1996, 1995 and 1994, of
those persons who were at September 30, 1996 (i) the chief executive officer
of the Corporation and (ii) each other executive officer of the Corporation
whose annual compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------------------- ------------
AWARDS
------------
SECURITIES
NAME AND FISCAL OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) OPTIONS (1) COMPENSATION($)
------------------ ------ --------- -------- --------------- (#) ---------------
<S> <C> <C> <C> <C> <C> <C>
David B. Eisenhaure..... 1996 $205,000 -- $38,800(2) -- $ 7,447(3)
President, Chief 1995 $193,756 -- $19,304(2) 10,000 $ 7,447(3)
Executive Officer and 1994 $155,851 -- $47,637(2) 9,000 $59,248(3)(4)
Chairman of the Board
of Directors
William E. Stanton...... 1996 $157,500 -- $ 4,400(2) -- $ 3,553(3)
Vice President and 1995 $153,125 -- $16,178(2) 10,000 $ 3,553(3)
Director 1994 $141,500 $25,000 -- 9,000 --
Michael C. Turmelle..... 1996 $135,000 -- $14,784(2) -- $ 3,553(3)
Vice President, Chief 1995 $131,250 -- $14,495(2) 10,000 $ 3,553(3)
Financial Officer, 1994 $117,100 -- -- 9,000 $ 7,875(4)
Treasurer, Secretary
and Director
</TABLE>
- --------
(1) During Fiscal 1996, the Corporation did not grant to its executive
officers any options to purchase shares of the Corporation's Common Stock.
(2) Amounts include (i) accrued vacation benefit payouts to the executive
officer and (ii) Board of Director fees paid to the executive officer in
his capacity as a director of the Corporation.
(3) Amounts include the dollar value of term life insurance premiums paid by
the Corporation on a $1,000,000 term life insurance policy of which
members of the executive officers' families are the beneficiaries.
(4) Amounts include the Corporation's contributions on behalf of the executive
officer under the Corporation's 401(k) savings plan.
Aggregated Option Exercises and Fiscal Year-End Option Value Table. The
following table sets forth certain information regarding stock options
exercised during Fiscal 1996 and held as of September 30, 1996 by the
executive officers named in the Summary Compensation Table.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
YEAR-END(#) YEAR-END($)(1)
SHARES -------------- ----------------
ACQUIRED ON EXERCISABLE/
NAME EXERCISE(#) VALUE REALIZED($) EXERCISABLE/ UNEXERCISABLE
---- ----------- ----------------- UNEXERCISABLE ----------------
<S> <C> <C> <C> <C>
David B. Eisenhaure..... 79,028 $582,832 15,666/ 3,334 -- /--
William E. Stanton...... -- $ -- 110,060/18,718 $164,091/$23,076
Michael C. Turmelle..... -- $ -- 46,416/ 3,334 $ 92,950/--
</TABLE>
- --------
(1) Value is based on the closing sales price of the Corporation's Common
Stock on September 30, 1996, the last trading day of Fiscal 1996 ($8.00),
less the applicable option exercise price.
5
<PAGE>
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
The Corporation has entered into Key Employee Agreements (the "Employee
Agreements") with each of Messrs. Eisenhaure, Stanton and Turmelle, which
expire on June 30, 1998. The Employee Agreements specify the annual salaries
for Messrs. Eisenhaure, Stanton and Turmelle. In addition, each of Messrs.
Eisenhaure, Stanton and Turmelle is entitled to receive benefits offered to
the Corporation's employees generally as well as a severance payment equal to
100% of his annual salary, payable in twelve equal monthly installments if (i)
the Corporation or a substantial portion of the Corporation is acquired
without the approval of the Board of Directors; (ii) his employment is
terminated without cause; or (iii) without his consent, his salary is reduced,
there is a substantial change in his position, there is a change in his
principal place of employment from the greater Boston, Massachusetts area, or
the Employee Agreement is not renewed following the expiration of its term.
The Employee Agreements also contain provisions prohibiting Messrs.
Eisenhaure, Stanton and Turmelle from competing with the Corporation for a
one-year period following termination of employment.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Corporation's executive compensation program is administered by the
Compensation Committee. This committee, composed of Messrs. Armstrong and
O'Sullivan and Dr. Kirtley, is responsible for establishing the policies that
govern base salary, as well as short and long-term incentives for the
Corporation's senior management team.
The Committee believes that the primary objectives of the Corporation's
compensation policies are to attract and retain a management team that can
effectively implement and execute the Corporation's strategic business plan.
These compensation policies include (i) an overall management compensation
program that is competitive with management compensation programs at companies
of similar size; (ii) short-term bonus incentives for management to meet the
Corporation's net income performance goals; and (iii) long-term incentive
compensation in the form of stock options which will encourage management to
continue to focus on stockholder return.
The Committee's goal is to use compensation policies to closely align the
interests of management, including attainment of certain short-term
performance goals, with the interests of Stockholders in building long-term
value for the Corporation's stockholders. The Committee will review its
compensation policies from time to time in order to determine the
reasonableness of the Corporation's compensation programs and to take into
account factors which are unique to the Corporation.
As described above, each of the Corporation's executive officers, David B.
Eisenhaure, William E. Stanton and Michael C. Turmelle, have signed Employee
Agreements with the Corporation defining the executive officer's duties,
salary, severance arrangements and restrictions on competition with the
Corporation. The Committee annually reviews the base salary levels set forth
in these Employee Agreements.
Base Salary. The Committee's goal is not only to assure a base level
sufficient to attract and retain key executives, but also to balance that goal
with long-term incentives which assure that a significant portion of annual
compensation is dependent upon the financial performance of the Corporation.
Base salaries for executive officers increased by approximately 4.0% from
Fiscal 1995 to Fiscal 1996. This increase represented part of a multi-year
program to bring executive compensation of the Corporation to levels more
consistent with those of other companies in similar circumstances.
Bonus. The Corporation has traditionally paid starting bonuses to its
officers upon the commencement of their employment with the Corporation as an
incentive to attract high caliber officers. The Corporation has not typically
paid annual bonuses, other than starting bonuses, to its executive officers,
though it may do so in the future.
Stock Options. In examining stock option, equity incentive, phantom stock
and other plans typically provided to senior management in publicly held
corporations, the Compensation Committee determined that the Corporation
should provide additional equity incentives to its senior management. Stock
options have been
6
<PAGE>
issued in recognition of the performance of the senior management team to date
in improving the Corporation's financial position, establishing important
strategic relationships with manufacturers and distributors, and developing and
bringing to market innovative new technologies. The Committee also believes
that the granting of stock options is a valuable incentive tool for management
to continue to focus on realizing strategic goals and in building value for all
stockholders. Most of the option grants vest over a multi-year period.
Compensation of Chief Executive Officer. In Fiscal 1996, the Corporation's
Chief Executive Officer, David Eisenhaure, received salary compensation of
$205,000, representing an increase of 5.8% over his salary in Fiscal 1995. This
increase in compensation for Mr. Eisenhaure was based upon careful analysis of
other comparable public companies' Chief Executive Officer's compensation and
Mr. Eisenhaure's efforts and performance in Fiscal 1995, including placing
prototype devices representing possible products for the Company at potential
customer sites for evaluation.
Compliance with Internal Revenue Code Section 162(m). Section 162(m) of the
Internal Revenue Code, enacted in 1994, generally disallows a tax deduction to
public companies for compensation over $1 million paid to the Corporation's
Chief Executive Officer and four other most highly compensated executive
officers. Qualifying performance-based compensation will not be subject to the
deduction limit if certain requirements are met. The Corporation intends to
structure stock option grants to its executive officers to comply with the
statute to mitigate any disallowance of deductions and, in any event, does not
expect Section 162(m) to apply to the compensation paid by the Corporation to
its executive officers.
COMPENSATION COMMITTEE
Marshall J. Armstrong
James L. Kirtley, Jr.
John P. O'Sullivan
7
<PAGE>
COMPARATIVE STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return
(assuming reinvestment of dividends, if any) from investing $100 on November
12, 1992 (the date of the Corporation's initial public offering), and plotted
at the middle and end of each fiscal year, in each of (i) the Corporation's
Common Stock; (ii) the National Nasdaq National Market Index of U.S. Companies
("NASDAQ Index"); and (iii) a Peer Group Index of four companies that provide
similar services to those of the Corporation (Aura Systems, Inc., Noise
Cancellation Technologies, Inc., Unique Mobility, Inc. and Andrea Electronics
Corp. (the "Peer Group Index")).
<TABLE>
<CAPTION>
11/12/92 4/30/93 9/30/93 4/26/94 9/30/94 4/28/95 9/30/95 4/30/96 9/30/96
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SatCon Technology Corporation 100 148.61 288.89 244.44 284.72 222.22 238.89 222.22 177.78
Nasdaq Index 100 119.17 129.83 131.88 136.53 143.49 169.63 203.88 208.66
Peer Group Index 100 81.08 119.51 95.34 81.27 51.13 75.48 61.01 46
</TABLE>
[Line graph depicting stock performance data and comparing cumulative return
among SatCon Technology Corporation, Nasdaq Index and Peer Group Index]
8
<PAGE>
CLASSIFICATION OF BOARD OF DIRECTORS
The Corporation's Board of Directors has approved and recommended that the
stockholders of the Corporation approve an amendment to the Certificate of
Incorporation to provide for the classification of the Board of Directors into
three classes of directors with staggered terms of office. The amendment is
contained in Exhibit A to this Proxy Statement. The following description is
qualified in its entirety by reference to Exhibit A. In addition, if the
amendment is approved by the stockholders, certain conforming amendments will
be made to the Bylaws of the Corporation, in substantially the form attached
as Exhibit B.
The Corporation's Bylaws now provide that all directors are to be elected
annually for a term of one year. Delaware law permits provisions in a
certificate of incorporation or Bylaw approved by stockholders that provide
for a classified board of directors. The proposed classified board amendment
to the Certificate of Incorporation and conforming amendments to the Bylaws
would provide that directors will be classified into three classes, as nearly
equal in number as possible. One class would hold office initially for a term
expiring at the 1998 Annual Meeting; another class would hold office initially
for a term expiring at the 1999 Annual Meeting; and another class would hold
office initially for a term expiring at the 2000 Annual Meeting. At each
Annual Meeting following this initial classification and election, the
successors to the class of directors whose terms expire at that meeting would
be elected for a term of office to expire at the third succeeding Annual
Meeting after their election and until their successors have been duly elected
and qualified. See "Election of Directors" as to the composition of each class
of directors if this proposal is adopted.
The proposed classified board amendment will significantly extend the time
required to effect a change in control of the Board of Directors. Currently, a
change in control of the Board of Directors can be made by stockholders
holding a plurality of the votes cast at a single Annual Meeting. If the
Corporation implements a classified board of directors, it will take at least
two Annual Meetings for even a majority of stockholders to effect a change in
control of the Board of Directors, because only a minority of the directors
will be elected at each meeting. Under Delaware law, directors chosen to fill
vacancies on a classified board hold office until the next election of the
class for which such directors shall have been chosen, and until their
successors are elected and qualified. The Corporation's Certificate of
Incorporation also provides that directors may be removed by the stockholders
only for cause.
The classified board proposal is designed to assure continuity and stability
in the Board of Directors' leadership and policies. The Corporation believes
that establishing three-year staggered terms for the Board of Directors will
promote such continuity and stability in the Corporation's business,
strategies, management and policies. In particular, the Corporation believes
that a classified Board of Directors will permit the Corporation to more
effectively represent the interests of all of its stockholders in a variety of
situations, including responding to circumstances which might be created by
demands or actions of a single stockholder or stockholder group, than might be
the case if the Board of Directors were not classified and a measure of
continuity from year to year were not thereby assured. While the Corporation
has not experienced any problems with such continuity in the past, it wishes
to ensure that this experience will continue.
Because of the additional time required to change control of the Board of
Directors, the classified board proposal may perpetuate present management.
Without the ability to obtain immediate control of the Board of Directors, a
takeover bidder would not be able to take action to remove other impediments
to its acquisition of the Corporation. Because the classified board proposal
will increase the amount of time required for a takeover bidder to obtain
control of the Corporation without the cooperation of the Board of Directors,
even if the takeover bidder were to acquire a majority of the Corporation's
outstanding stock, it will tend to discourage certain tender offers, perhaps
including some tender offers that would be in the best interests of the
stockholders. The classified board proposal will also make it more difficult
for the stockholders to change the composition of the Board of Directors even
if the stockholders believe such a change would be desirable.
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BOARD RECOMMENDATION
The Board of Directors believes that the amendment of the Certificate of
Incorporation to classify the Board of Directors is in the best interest of
the Corporation and its stockholders and therefore recommends a vote FOR this
proposal.
INCREASE IN
AUTHORIZED COMMON STOCK
The Board of Directors has approved and has recommended that the
stockholders of the Corporation approve an amendment to the Certificate of
Incorporation providing for an increase from 10,000,000 to 15,000,000 in the
number of authorized shares of Common Stock. As of January 1, 1997, the
Company had a total of 7,447,695 shares of Common Stock outstanding and
957,062 shares of Common Stock reserved for future issuance under its stock
option plans.
If the amendment is approved, the additional 5,000,000 authorized shares of
Common Stock would be available for issuance in the future for corporate
purposes, including, without limitation, financings, acquisitions, stock
splits, stock dividends and management incentive and employee benefit plans,
as the Board of Directors may deem advisable, without the necessity of further
stockholder action. The issuance of additional shares of Common Stock, while
providing desirable flexibility in connection with possible acquisitions and
other corporate purposes, would have the effect of diluting the Corporation's
current stockholders and could have the effect of making it more difficult for
a third party to acquire, or discouraging a third party from attempting to
acquire, control of the Corporation. The Corporation is not aware of any
attempts on the part of a third party to effect a change of control of the
Corporation and the amendment has been proposed for the reasons stated above
and not for any possible anti-takeover effects it may have.
BOARD RECOMMENDATION
The Board of Directors believes that the approval of the amendment
increasing the number of shares of authorized Common Stock is in the best
interest of the Corporation and its stockholders and therefore recommends a
vote FOR this proposal.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The persons named in the enclosed Proxy will vote to ratify the selection of
Coopers & Lybrand L.L.P. as independent auditors for the fiscal year ending
September 30, 1997 unless otherwise directed by the stockholders. A
representative of Coopers & Lybrand L.L.P. is expected to be present at the
Annual Meeting, and will have the opportunity to make a statement and answer
questions from stockholders if he or she so desires. If the stockholders do
not ratify the selection of Coopers & Lybrand L.L.P. as the Corporation's
independent auditors, the selection of such independent auditors will be
reconsidered by the Audit Committee and the Board of Directors.
OTHER MATTERS
The Board of Directors 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 act, in accordance with their
judgment on such matters.
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SOLICITATION OF PROXIES
The cost of solicitation of Proxies will be borne by the Corporation. In
addition to the solicitation of Proxies by mail, officers and employees of the
Corporation may solicit Proxies in person or by telephone. The Corporation may
reimburse brokers or persons holding stock in their names, or in the names of
their nominees, for their expenses in sending Proxies and Proxy material to
beneficial owners.
REVOCATION OF PROXY
Subject to the terms and conditions set forth herein, all Proxies received
by the Corporation will be effective, notwithstanding any transfer of the
shares to which such Proxies relate, unless at or prior to the Annual Meeting
the Corporation receives a written notice of revocation signed by the person
who, as of the record date, was the registered holder of such shares. The
Notice of Revocation must indicate the certificate number and numbers of the
shares to which such revocation relates and the aggregate number of shares
represented by such certificate(s).
STOCKHOLDER PROPOSALS
In order to be included in Proxy material for the 1998 Annual Meeting of
Stockholders, stockholders' proposed resolutions must be received by the
Corporation on or before August 30, 1997. The Corporation suggests that
proponents submit their proposals by certified mail, return receipt requested,
addressed to the Secretary of the Corporation.
By Order of the Board of Directors
Michael C. Turmelle
Secretary
Cambridge, Massachusetts
January , 1997
THE BOARD OF DIRECTORS HOPES THAT STOCKHOLDERS WILL ATTEND THE ANNUAL
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.
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EXHIBIT A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SATCON TECHNOLOGY CORPORATION
PURSUANT TO SECTION 242
OF THE GENERAL CORPORATION LAW OF
THE STATE OF DELAWARE
SatCon Technology Corporation (hereinafter called the "Corporation"),
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware, does hereby certify as follows:
The Board of Directors of the Corporation duly adopted two resolutions by
Written Action dated , 1997, pursuant to Sections 141 and 242 of the
General Corporation Law of the State of Delaware, setting forth amendments to
the Certificate of Incorporation of the Corporation and declaring said
amendments to be advisable. The stockholders of the Corporation duly approved
said proposed amendments at the Annual Meeting of Stockholders held on
February 26, 1997 in accordance with Section 242 of the General Corporation
Law of the State of Delaware. The resolutions setting forth the amendments are
as follows:
RESOLVED:
That the Board of Directors deems it advisable and in the best interests
of the Corporation and its stockholders that Article 4 of the Certificate
of Incorporation of the Corporation be and hereby is deleted and is
replaced in its entirety by the provisions attached hereto as Appendix 1 in
order to increase the authorized number of shares of Common Stock of the
Corporation from 10,000,000 to 15,000,000.
FURTHER RESOLVED:
That the Board of Directors deems it advisable and in the best interests
of the Corporation and its stockholders that Article 13 be added to the
Certificate of Incorporation of the Corporation in the form attached hereto
as Appendix 2 in order to divide the members of the Board into three
classes having staggered three-year terms.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this Certificate of Amendment to be signed by its President
this day of , 1997.
SATCON TECHNOLOGY CORPORATION
By: _________________________________
David B. Eisenhaure
Chief Executive Officer
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Appendix 1
4. The total number of shares of stock which the Corporation shall have
authority to issue is sixteen million (16,000,000) shares, fifteen million
(15,000,000) of which shall be Common Stock, of the par value of One Cent
($.01) per share; and one million (1,000,000) of which shall be Preferred
Stock, of the par value of One Cent ($.01) per share.
Additional voting powers, designations, preferences, rights and
qualifications, limitations or restrictions of the shares of stock shall be
determined by the Board of Directors of the Corporation from time to time.
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Appendix 2
13. The management of the business and the conduct of the affairs of the
Corporation will be governed as follows:
1. Number of Directors. The number of directors of the Corporation shall
not be less than three. The exact number of directors within the
limitations specified in the preceding sentence shall be fixed from time to
time pursuant to a resolution adopted by the Board of Directors or as
provided in the Corporation's Bylaws.
2. Classes of Directors. The Board of Directors shall be and is divided
into three classes: Class I, Class II and Class III. No one class shall
have more than one director more than any other class. If a fraction is
contained in the quotient arrived at by dividing the authorized number of
directors by three, then, if such fraction is one-third, the extra director
shall be a member of Class I, and if such fraction is two-thirds, one of
the extra directors shall be a member of Class I and one of the extra
directors shall be a member of Class II, unless otherwise provided for from
time to time by resolution adopted by a majority of the Board of Directors.
3. Election of Directors. Elections of directors need not be by written
ballot except as and to the extent provided in the Bylaws of the
Corporation.
4. Terms of Office. Each director shall serve for a term ending on the
date of the third annual meeting following the annual meeting at which such
director was elected; provided, that each initial director in Class I shall
serve for a term expiring at the 1998 annual meeting; each initial director
in Class II shall serve for a term expiring at the 1999 annual meeting; and
each initial director in Class III shall serve for a term expiring at the
2000 annual meeting; and provided further, that the term of each director
shall continue until the election and qualification of his successor and
shall be subject to his earlier death, resignation or removal.
5. Allocation of Directors among Classes in the Event of Increases or
Decreases in the Number of Directors. In the event of any increase or
decrease in the authorized number of directors, (i) each director then
serving as such shall nevertheless continue as a director of the class of
which he is a member until the expiration of his current term, subject to
his earlier death, resignation or removal, and (ii) the newly created or
eliminated directorships resulting from such increase or decrease shall be
apportioned by the Board of Directors among the three classes of directors
in accordance with the provisions of Section 2 above. To the extent
possible, consistent with the foregoing rule, any newly created
directorships shall be added to those classes whose terms of office are to
expire at the latest dates following such allocation, and any newly
eliminated directorships shall be subtracted from those classes whose terms
of offices are to expire at the earliest dates following such allocation,
unless otherwise provided from time to time by resolution adopted by the
Board of Directors.
6. Quorum; Action at Meeting. A majority of the total number of directors
then in office shall constitute a quorum at all meetings of the Board of
Directors. In the event one or more of the directors shall be disqualified
to vote at any meeting, then the required quorum shall be reduced by one
for each such director so disqualified; provided, however, that in no case
shall less than one-third of the number of directors fixed pursuant to
Section 1 above constitute a quorum. If at any meeting of the Board of
Directors there shall be less than such a quorum, a majority of those
present may adjourn the meeting from time to time. Every act or decision
done or made by a majority of the directors present at a meeting duly held
at which a quorum is present shall be regarded as the act of the Board of
Directors unless a greater number is required by law, by the Bylaws of the
Corporation or by this Certificate of Incorporation.
7. Removal. For so long as the Board of Directors is classified pursuant
to Section 141(d) of the General Corporation Law of Delaware, directors of
the Corporation may be removed only for cause by the affirmative vote of
the holders of at least two-thirds of the shares of the capital stock of
the Corporation issued and outstanding and entitled to vote.
8. Vacancies. Unless and until filled by the stockholders, any vacancy in
the Board of Directors, however occurring, including a vacancy resulting
from an enlargement of the Board, may be filled by a vote of a majority of
the directors then in office, although less than a quorum, or by a sole
remaining
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director. A director elected to fill a vacancy shall be elected to hold
office until the next election of the class for which such director shall
have been chosen, subject to the election and qualification of his
successor and to his earlier death, resignation or removal.
9. Amendments to Article. Notwithstanding any other provisions of law,
this Certificate of Incorporation or the By-Laws of the Corporation, and
notwithstanding the fact that a lesser percentage may be specified by law,
the affirmative vote of the holders of at least seventy- five percent (75%)
of the shares of capital stock of the Corporation issued and outstanding
and entitled to vote shall be required to amend or repeal, or to adopt any
provision inconsistent with, this Article 13.
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EXHIBIT B
AMENDED AND RESTATED BYLAWS
OF
SATCON TECHNOLOGY CORPORATION
ARTICLE I.
OFFICES.
Section 1. Registered Office. The registered office of the Corporation shall
be at The Corporation Trust Company, 1209 Orange Street, in the City of
Wilmington, County of New Castle, State of Delaware 19801.
Section 2. Additional Offices. The Corporation may also have offices at such
other places, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or as the business of the
Corporation may require.
ARTICLE II.
MEETINGS OF STOCKHOLDERS.
Section 1. Time and Place. A meeting of stockholders for any purpose may be
held at such time and place within or without the State of Delaware as shall
be stated in the notice of the meeting or in a duly executed waiver of notice
thereof.
Section 2. Annual Meeting. Annual meetings of stockholders shall be held on
such date and at such hour and place as the directors may determine and as
stated in the notice of the meeting. At such annual meetings, the stockholders
shall elect directors to the Board of Directors and transact such other
business as may properly be brought before the meetings. If the annual meeting
is not held on the date designated therefor, the directors shall cause the
meeting to be held as soon thereafter as convenient.
Section 3. Notice of Annual Meeting. Written notice of the annual meeting,
stating the place, date, and time thereof, shall be given to each stockholder
entitled to vote at such meeting not less than ten (unless a longer period is
required by law) nor more than sixty days prior to the meeting.
Section 4. Special Meetings. Special meetings of the stockholders may be
called for any purpose or purposes, unless otherwise prescribed by statute or
by the Certificate of Incorporation, by the Chairman of the Board, if any, or
the President, and shall be called by the President or Secretary at the
request, in writing, of a majority of the Board of Directors or of the
stockholders owning at least ten percent (10%) of the outstanding shares of
capital stock of the Corporation issued and outstanding and entitled to vote.
Such request shall state the purpose of the proposed meeting.
Section 5. Notice of Special Meeting. Written notice of a special meeting,
stating the place, date, and time thereof and the purpose or purposes for
which the meeting is called, shall be given to each stockholder entitled to
vote at such meeting not less than ten (unless a longer period is required by
law) nor more than sixty days prior to the meeting.
Section 6. List of Stockholders. The transfer agent or the officer in charge
of the stock ledger of the Corporation shall prepare and make, at least ten
days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares registered in the
name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, at a place
within the city where the meeting is to be held, which place, if other than
the place of the meeting, shall be specified in the notice of the meeting. The
list shall also be produced and kept at the place of the meeting during the
whole time thereof and may be inspected by any stockholder who is present in
person thereat.
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Section 7. Presiding Officer and Order of Business.
(a) Meetings of stockholders shall be presided over by the Chairman of the
Board. If he is not present or there is none, they shall be presided over by
the President, or, if he is not present or there is none, by a Vice President,
or, if he is not present or there is none, by a person chosen by the Board of
Directors, or, if no such person is present or has been chosen, by a chairman
to be chosen by the stockholders owning a majority of the shares of capital
stock of the Corporation issued and outstanding and entitled to vote at the
meeting and who are present in person or represented by proxy. The Secretary
of the Corporation, or, if he is not present, an Assistant Secretary, or, if
he is not present, a person chosen by the Board of Directors, shall act as
Secretary at meetings of stockholders; if no such person is present or has
been chosen, the stockholders owning a majority of the shares of capital stock
of the Corporation issued and outstanding and entitled to vote at the meeting
who are present in person or represented by proxy shall choose any person
present to act as secretary of the meeting.
(b) The following order of business, unless otherwise determined at the
meeting, shall be observed as far as practicable and consistent with the
purposes of the meeting:
(1) Call of the meeting to order.
(2) Presentation of proof of mailing of the notice of the meeting and, if
the meeting is a special meeting, the call thereof.
(3) Presentation of proxies.
(4) Announcement that a quorum is present.
(5) Reading and approval of the minutes of the previous meeting.
(6) Reports, if any, of officers.
(7) Election of directors, if the meeting is an annual meeting or a meeting
called for that purpose.
(8) Consideration of the specific purpose or purposes, other than the
election of directors, for which the meeting has been called, if the
meeting is a special meeting.
(9) Transaction of such other business as may properly come before the
meeting.
(10) Adjournment.
Section 8. Quorum and Adjournments. The presence in person or representation
by proxy of the holders of a majority of the shares of the capital stock of
the Corporation issued and outstanding and entitled to vote shall be necessary
to, and shall constitute a quorum for, the transaction of business at all
meetings of the stockholders, except as otherwise provided by statute or by
the Certificate of Incorporation. If, however, a quorum shall not be present
or represented at any meeting of the stockholders, the stockholders entitled
to vote thereat who are present in person or represented by proxy shall have
the power to adjourn the meeting from time to time until a quorum shall be
present or represented. If the time and place of the adjourned meeting are
announced at the meeting at which the adjournment is taken, no further notice
of the adjourned meeting need be given. Even if a quorum shall be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat who are present in person or represented by proxy shall have the
power to adjourn the meeting from time to time for good cause to a date that
is not more than thirty days after the date of the original meeting. Further
notice of the adjourned meeting need not be given if the time and place
thereof are announced at the meeting at which the adjournment is taken. At any
adjourned meeting at which a quorum is present in person or represented by
proxy, any business may be transacted that might have been transacted at the
meeting as originally called. If the adjournment is for more than thirty days,
or if, after the adjournment, a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder
of record entitled to vote thereat.
Section 9. Voting.
(a) At any meeting of the stockholders, every stockholder having the right
to vote shall be entitled to vote in person or by proxy. Except as otherwise
provided by law or the Certificate of Incorporation, each stockholder of
record shall be entitled to one vote for each share of capital stock
registered in his name on the books of the Corporation.
(b) All elections shall be determined by a plurality vote, and, except as
otherwise provided by law or the Certificate of Incorporation, all other
matters shall be determined by a vote of a majority of the shares present in
person or represented by proxy and voting on such other matters.
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Section 10. Action by Consent. Any action required or permitted by law or
the Certificate of Incorporation to be taken at any meeting of stockholders
may be taken without a meeting, without prior notice if a written consent,
setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present or represented by proxy and voted. Such
written consent shall be filed with the minutes of the meetings of
stockholders. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing thereto.
ARTICLE III.
DIRECTORS.
Section 1. General Powers. The business of the Corporation shall be managed
by its Board of Directors, which may exercise all powers of the Corporation
and perform all lawful acts that are not by law, the Certificate of
Incorporation, or these Bylaws directed or required to be exercised or
performed by the stockholders. In the event of a vacancy in the Board of
Directors, the remaining directors, except as otherwise provided by law, may
exercise the powers of the full Board until the vacancy is filled pursuant to
this Article.
Section 2. Number, Election, Tenure and Qualification. The number of
directors shall be determined by the Board of Directors; but in no event shall
the number be less than three. Directors shall be elected at the annual
meeting of the stockholders, in the manner provided in the Certificate of
Incorporation by such stockholders as have the right to vote thereon. The
number of directors may be increased or decreased by action of the Board of
Directors. Directors need not be stockholders.
Section 3. Vacancies. If any vacancies occur in the Board of Directors, or
if any new directorships are created, they may be filled in the manner
provided in the Certificate of Incorporation. If there are no directors in
office, any officer or stockholder may call a special meeting of stockholders
in accordance with the provisions of the Certificate of Incorporation, at
which meeting such vacancies shall be filled.
Section 4. Removal or Resignation.
(a) except as otherwise provided by law or the Certificate of Incorporation,
any director may be removed, with or without cause, by the holders of a
majority of the shares then entitled to vote at an election of directors.
(b) Any director may resign at any time by giving written notice to the
Board of Directors, the Chairman of the Board, if any, or the President or
Secretary of the Corporation. Unless otherwise specified in such written
notice, a resignation shall take effect on delivery thereof to the Board of
Directors or the designated officer. It shall not be necessary for a
resignation to be accepted before it becomes effective.
Section 5. Place of Meetings. The Board of Directors may hold meetings, both
regular and special, either within or without the State of Delaware.
Section 6. Annual Meeting. The annual meeting of the Board of Directors
shall be held immediately following the annual meeting of stockholders, and no
notice of such meeting shall be necessary to the directors in order to
constitute the meeting legally, provided a quorum shall be present.
Section 7. Regular Meetings. Additional regular meetings of the Board of
Directors may be held without notice of such time and place as may be
determined from time to time by the Board of Directors.
Section 8. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board, the President, or by two or more
directors on at least two days notice to each director, if such notice is
delivered personally or sent by telegram, or on at least three days notice if
sent by mail. Special meetings shall be called by the Chairman of the Board,
President, Secretary, or two or more directors in like
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manner and on like notice on the written request of one-half or more of the
number of directors then in office. Any such notice need not state the purpose
or purposes of such meeting, except as provided in Article XI.
Section 9. Quorum and Adjournments. At all meetings of the Board of
Directors, a majority of the directors then in office shall constitute a
quorum for the transaction of business, and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
law or the Certificate of Incorporation. If a quorum is not present at any
meeting of the Board of Directors, the directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting at which the adjournment is taken, until a quorum shall be present.
Section 10. Compensation. Directors shall be entitled to such compensation
for their services as directors and to such reimbursement for any reasonable
expenses incurred in attending directors meetings as may from time to time be
fixed by the Board of Directors. The compensation of directors may be on such
basis as is determined by the Board of Directors. Any director may waive
compensation for any meeting. Any director receiving compensation under these
provisions shall not be barred from serving the Corporation in any other
capacity and receiving compensation and reimbursement for reasonable expenses
for such other services.
Section 11. Action by Consent. Any action required or permitted to be taken
at any meeting of the Board of Directors may be taken without a meeting, and
without prior notice, if a written consent to such action is signed by all
members of the Board of Directors and such written consent is filed with the
minutes of its proceedings.
Section 12. Meetings by Telephone or Similar Communications Equipment. The
Board of Directors may participate in a meeting by conference telephone or
similar communications equipment by means of which all directors participating
in the meeting can hear each other, and participation in such a meeting shall
constitute presence in person by any such director at such meeting.
ARTICLE IV.
COMMITTEES.
Section 1. Executive Committee. The Board of Directors, by resolution
adopted by a majority of the whole Board, may appoint an Executive Committee
consisting of one or more directors, one of whom shall be designated as
Chairman of the Executive Committee. Each member of the Executive Committee
shall continue as a member thereof until the expiration of his term as a
director or his earlier resignation, unless sooner removed as a member or as a
director.
Section 2. Powers. The Executive Committee shall have and may exercise those
rights, powers, and authority of the Board of Directors as may from time to
time be granted to it by the Board of Directors to the extent permitted by
law, and may authorize the seal of the Corporation to be affixed to all papers
that may require it.
Section 3. Procedure and Meetings. The Executive Committee shall fix its own
rules of procedure and shall meet at such times and at such place or places as
may be provided by such rules or as the members of the Executive Committee
shall fix. The Executive Committee shall keep regular minutes of its meetings,
which it shall deliver to the Board of Directors from time to time. The
Chairman of the Executive Committee or, in his absence, a member of the
Executive Committee chosen by a majority of the members present, shall preside
at meetings of the Executive Committee; and another member chosen by the
Executive Committee shall act as Secretary of the Executive Committee.
Section 4. Quorum. A majority of the Executive Committee shall constitute a
quorum for the transaction of business, and the affirmative vote of a majority
of the members present at any meeting at which there is a
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quorum shall be required for any action of the Executive Committee; provided,
however, that when an Executive Committee of one member is authorized under
the provisions of Section 1 of this Article, that one member shall constitute
a quorum.
Section 5. Other Committees. The Board of Directors, by resolutions adopted
by a majority of the whole Board, may appoint such other committee or
committees as it shall deem advisable and with such rights, power, and
authority as it shall prescribe. Each such committee shall consist of one or
more directors.
Section 6. Committee Changes. The Board of Directors shall have the power at
any time to fill vacancies in, to change the membership of, and to discharge
any committee.
Section 7. Compensation. Members of any committee shall be entitled to such
compensation for their services as members of the committee and to such
reimbursement for any reasonable expenses incurred in attending committee
meetings as may from time to time be fixed by the Board of Directors. Any
member may waive compensation for any meeting. Any committee member receiving
compensation under these provisions shall not be barred from serving the
Corporation in any other capacity and from receiving compensation and
reimbursement of reasonable expenses for such other services.
Section 8. Action by Consent. Any action required or permitted to be taken
at any meeting of any committee of the Board of Directors may be taken without
a meeting if a written consent to such action is signed by all members of the
committee and such written consent is filed with the minutes of its
proceedings.
Section 9. Meetings by Telephone or Similar Communications Equipment. The
members of any committee designated by the Board of Directors may participate
in a meeting of such committee by conference telephone or similar
communications equipment by means of which all persons participating in such
meeting can hear each other, and participation in such a meeting shall
constitute presence in person by any such committee member at such meeting.
ARTICLE V.
NOTICES.
Section 1. Form and Delivery. Whenever a provision of any law, the
Certificate of Incorporation, or these Bylaws requires that notice be given to
any director or stockholder, it shall not be construed to require personal
notice unless so specifically provided, but such notice may be given in
writing, by mail addressed to the address of the director or stockholder as it
appears on the records of the Corporation, with postage prepaid. These notices
shall be deemed to be given when they are deposited in the United States mail.
Notice to a director may also be given personally or by telephone or by
telegram sent to his address as it appears on the records of the Corporation.
Section 2. Waiver. Whenever any notice is required to be given under the
provisions of any law, the Certificate of Incorporation, or these Bylaws, a
written waiver thereof signed by the person entitled to said notice, whether
before or after the time stated therein, shall be deemed to be equivalent to
such notice. In addition, any stockholder who attends a meeting of
stockholders in person or is represented at such meeting by proxy, without
protesting at the commencement of the meeting the lack of notice thereof to
him, or any director who attends a meeting of the Board of Directors without
protesting at the commencement of the meeting of the lack of notice, shall be
conclusively deemed to have waived notice of such meeting.
ARTICLE VI.
OFFICERS.
Section 1. Designations. The officers of the Corporation shall be chosen by
the Board of Directors. The Board of Directors may choose a Chairman of the
Board, a President, a Vice President or Vice Presidents, a Secretary, a
Treasurer, one or more Assistant Secretaries and/or Assistant Treasurers, and
other officers and agents that it shall deem necessary or appropriate. All
officers of the Corporation shall exercise the powers and
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perform the duties that shall from time to time be determined by the Board of
Directors. Any number of offices may be held by the same person, unless the
Certificate of Incorporation or these Bylaws provide otherwise.
Section 2. Term of, and Removal From, Office. At its first regular meeting
after each annual meeting of stockholders, the Board of Directors shall choose
a President, a Secretary, and a Treasurer. It may also choose a Chairman of
the Board, a Vice President or Vice Presidents, one or more Assistant
Secretaries and/or Assistant Treasurers, and such other officers and agents as
it shall deem necessary or appropriate. Each officer of the Corporation shall
hold office until his successor is chosen and shall qualify. Any officer
elected or appointed by the Board of Directors may be removed, with or without
cause, at any time by the affirmative vote of a majority of the directors then
in office. Removal from office, however, shall not prejudice the contract
rights, if any, of the person removed. In addition, an officer may resign at
any time upon written notice to the Corporation. Any vacancy occurring in any
office of the Corporation may be filled for the unexpired portion of the term
by the Board of Directors.
Section 3. Compensation. The salaries of all officers of the Corporation
shall be fixed from time to time by the Board of Directors, and no officer
shall be prevented from receiving a salary because he is also a director of
the Corporation.
Section 4. The Chairman of the Board. The Chairman of the Board, if any,
shall be an officer of the Corporation and, subject to the direction of the
Board of Directors, shall perform such executive, supervisory, and management
functions and duties as may be assigned to him from time to time by the Board
of Directors. He shall, if present, preside at all meetings of stockholders
and of the Board of Directors.
Section 5. The President.
(a) The President shall be the chief executive officer of the Corporation
and, subject to the direction of the Board of Directors, shall have general
charge of the business, affairs, and property of the Corporation and general
supervision over its other officers and agents. In general, he shall perform
all duties incident to the office of President and shall see that all orders
and resolutions of the Board of Directors are carried into effect.
(b) Unless otherwise prescribed by the Board of Directors, the President
shall have full power and authority to attend, act, and vote on behalf of the
Corporation at any meeting of the security holders of other corporations in
which the Corporation may hold securities. At any such meeting, the President
shall possess and may exercise any and all rights and powers incident to the
ownership of such securities that the Corporation might have possessed and
exercised if it had been present. The Board of Directors may from time to time
confer like powers upon any other person or persons.
Section 6. The Vice President. The Vice President, if any, or in the event
there be more than one, the Vice Presidents in the order designated, or in the
absence of any designation, in the order of their election, shall, in the
absence of the President or in the event of his disability, perform the duties
and exercise the powers of the President and shall generally assist the
President and perform such other duties and have such other powers as may from
time to time be prescribed by the Board of Directors.
Section 7. The Secretary. The Secretary shall attend all meetings of the
Board of Directors and the stockholders and record all votes and the
proceedings of the meetings in a book to be kept for that purpose. He shall
perform like duties for the Executive Committee or other committees, if
required. He shall give, or cause to be given, notice of all meetings of
stockholders and special meetings of the Board of Directors, and shall perform
such other duties as may from time to time be prescribed by the Board of
Directors, the Chairman of the Board, or the President, under whose
supervision he shall act. He shall have custody of the seal of the
Corporation, and he, or an Assistant Secretary, shall have authority to affix
it to any instrument requiring it, and, when so affixed, the seal may be
attested by his signature or by the signature of the Assistant Secretary. The
Board of Directors may give general authority to any other officer to affix
the seal of the Corporation and to attest the affixing thereof by his
signature.
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Section 8. The Assistant Secretary. The Assistant Secretary, if any, or in
the event there be more than one, the Assistant Secretaries in the order
designated, or in the absence of any designation, in the order of their
election, shall, in the absence of the Secretary or in the event of his
disability, perform the duties and exercise the powers of the Secretary and
shall perform such other duties and have such other powers as may from time to
time be prescribed by the Board of Directors.
Section 9. The Treasurer. The Treasurer shall have custody of the corporate
funds and other valuable effects, including securities, and shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects in the
name and to the credit of the Corporation in such depositories as may from
time to time be designated by the Board of Directors. He shall disburse the
funds of the Corporation in accord with the orders of the Board of Directors,
taking proper vouchers for such disbursements, and shall render to the
Chairman of the Board, if any, the President, and the Board of Directors,
whenever they may require it or at regular meetings of the Board, an account
of all his transactions as Treasurer and of the financial condition of the
Corporation.
Section 10. The Assistant Treasurer. The Assistant Treasurer, if any, or in
the event there shall be more than one, the Assistant Treasurers in the order
designated, or in the absence of any designation, in the order of their
election, shall, in the absence of the Treasurer or in the event of his
disability, perform such other duties and have such other powers as may from
time to time be prescribed by the Board of Directors.
ARTICLE VII.
INDEMNIFICATION.
Reference is made to Section 145 and any other relevant provisions of the
General Corporation Law of the State of Delaware. Particular reference is made
to the class of persons, hereinafter called Indemnitees , who may be
indemnified by a Delaware corporation pursuant to the provisions of such
Section 145, namely, any person, or the heirs, executors, or administrators of
such person, who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that such
person is or was a director, officer, employee, or agent of such corporation
or is or was serving at the request of such corporation as a director,
officer, employee, or agent of such corporation or is or was serving at the
request of such corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise.
The Corporation shall, and is hereby obligated to, indemnify the Indemnitees,
and each of them, in each and every situation where the Corporation is
obligated to make such indemnification pursuant to the aforesaid statutory
provisions. The Corporation shall indemnify the Indemnitees, and each of them,
in each and every situation where, under the aforesaid statutory provisions,
the Corporation is not obligated, but is nevertheless permitted or empowered,
to make such indemnification, it being understood that, before making such
indemnification with respect to any situation covered under this sentence, (i)
the Corporation shall promptly make or cause to be made, by any of the methods
referred to in Subsection (d) of such Section 145, a determination as to
whether each Indemnitee acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Corporation,
and, in the case of any criminal action or proceeding, had no reasonable cause
to believe that his conduct was unlawful, and (ii) that no such
indemnification shall be made unless it is determined that such Indemnitee
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and, in the case of any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful.
ARTICLE VIII.
AFFILIATED TRANSACTIONS AND INTERESTED DIRECTORS.
Section 1. Affiliated Transactions. No contract or transaction between the
Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors
or officers or have a financial
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interest, shall be void or voidable solely for this reason, or solely because
the director or officer is present at or participates in the meeting of the
Board of Directors or committee thereof that authorizes the contract or
transaction or solely because his or their votes are counted for such purpose
if:
(a) The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or
(b) The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by the vote of the stockholders; or
(c) The contract or transaction is fair as to the Corporation as of the
time it is authorized, approved, or ratified by the Board of Directors, a
committee thereof, or the stockholders.
Section 2. Determining Quorum. Common or interested directors may be counted
in determining the presence of a quorum at a meeting of the Board of Directors
or of a committee thereof which authorizes the contract or transaction.
ARTICLE IX.
STOCK CERTIFICATES.
Section 1. Form and Signatures.
(a) Every holder of stock of the Corporation shall be entitled to a
certificate stating the number and class, and series, if any, of shares owned
by him, signed by the Chairman of the Board, if any, or the President and the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation, and bearing the seal of the Corporation. The
signatures and the seal may be facsimiles. A certificate may be signed,
manually or by facsimile, by a transfer agent or registrar other than the
Corporation or its employee. In case any officer who has signed, or whose
facsimile signature was placed on, a certificate shall have ceased to be such
officer before the certificate is issued, it may nevertheless be issued by the
Corporation with the same effect as if he were such officer at the date of its
issue.
(b) All stock certificates representing shares of capital stock that are
subject to restrictions on transfer or to other restrictions may have
imprinted thereon any notation to that effect determined by the Board of
Directors.
Section 2. Registration of Transfer. Upon surrender to the Corporation or
any transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment, or
authority to transfer, the Corporation or its transfer agent shall issue a new
certificate to the person entitled thereto, cancel the old certificate, and
record the transaction upon the books of the Corporation.
Section 3. Registered Stockholders.
(a) Except as otherwise provided by law, the Corporation shall be
entitled to recognize the exclusive right of a person who is registered on
its books as the owner of shares of its capital stock to receive dividends
or other distributions and to vote or consent as such owner, and to hold
liable for calls and assessments any person who is registered on its books
as the owner of shares of its capital stock. The Corporation shall not be
bound to recognize any equitable or legal claim to, or interest in, such
shares on the part of any other person.
(b) If a stockholder desires that notices and/or dividends shall be sent
to a name or address other than the name or address appearing on the stock
ledger maintained by the Corporation, or its transfer agent or registrar,
if any, the stockholder shall have the duty to notify the Corporation, or
its transfer agent or registrar, if any, in writing of his desire and
specify the alternate name or address to be used.
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Section 4. Record Date. In order that the Corporation may determine the
stockholders of record who are entitled to receive notice of, or to vote at,
any meeting of stockholders or any adjournment thereof or to express consent
to corporate action in writing without a meeting, to receive payment of any
dividend or other distribution or allotment of any rights, or to exercise any
rights in respect of any change, conversion, or exchange of stock or for the
purpose of any lawful action, the Board of Directors may, in advance, fix a
date as the record date for any such determination. Such date shall not be
more than sixty nor less than ten days before the date of such meeting, nor
more than sixty days prior to the date of any other action. A determination of
stockholders of record entitled to notice of, or to vote at, a meeting of
stockholders shall apply to any adjournment of the meeting taken pursuant to
Section 8 of Article II; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.
Section 5. Lost, Stolen, or Destroyed Certificates. The Board of Directors
may direct that a new certificate be issued to replace any certificate
theretofore issued by the Corporation that, it is claimed, has been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate to be lost, stolen, or destroyed. When
authorizing the issue of a new certificate, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of the lost, stolen, or destroyed certificate, or his legal
representative, to advertise the same in such manner as it shall require,
and/or to give the Corporation a bond in such sum, or other security in such
form, as it may direct as indemnity against any claims that may be made
against the Corporation with respect to the certificate claimed to have been
lost, stolen, or destroyed.
ARTICLE X.
GENERAL PROVISIONS.
Section 1. Dividends. Subject to the provisions of law and the Certificate
of Incorporation, dividends upon the outstanding capital stock of the
Corporation may be declared by the Board of Directors at any regular or
special meeting, and may be paid in cash, in property, or in shares of the
Corporation s capital stock.
Section 2. Reserves. The Board of Directors shall have full power, subject
to the provisions of law and the Certificate of Incorporation, to determine
whether any, and, if so, what part, of the funds legally available for the
payment of dividends shall be declared as dividends and paid to the
stockholders of the Corporation. The Board of Directors, in its sole
discretion, may fix a sum that may be set aside or reserved over and above the
paid-in capital of the Corporation as a reserve for any proper purpose, and
may, from time to time, increase, diminish, or vary such amount.
Section 3. Fiscal Year. Except as from time to time otherwise provided by
the Board of Directors, the fiscal year of the Corporation shall end on
September 30 in each year.
Section 4. Seal. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its incorporation, and the words "Corporate Seal"
and "Delaware".
ARTICLE XI.
AMENDMENTS.
The Board of Directors shall have the power to alter and repeal these Bylaws
and to adopt new Bylaws by an affirmative vote of a majority of the whole
Board, provided that notice of the proposal to alter or repeal these Bylaws or
to adopt new Bylaws must be included in the notice of the meeting of the Board
of Directors at which such action takes place.
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SATCON TECHNOLOGY CORPORATION
Proxy for Annual Meeting of Stockholders to be held February 26, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE UNDERSIGNED, revoking all prior proxies, hereby appoints David B. Eisenhaure
and Michael C. Turmelle as Proxies, with full power of substitution to each, to
vote for and on behalf of the undersigned at the 1997 Annual Meeting of
Stockholders of SATCON TECHNOLOGY CORPORATION to be held at the offices of Hale
and Dorr, 60 State Street, Boston, Massachusetts 02109, on Wednesday, February
26, 1997 at 9:00 a.m., and at any adjournment or adjournments thereof. The
undersigned hereby directs the said David B. Eisenhaure and Michael C. Turmelle
to vote in accordance with their judgment on any matters which may properly come
before the Annual Meeting, all as indicated in the Notice of the Annual Meeting,
receipt of which is hereby acknowledged, and to act on the following matters set
forth in such notice as specified by the undersigned.
[PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE]
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If the person named on the stock certificate has died, please submit
evidence of your authority. If a corporation, please sign in full corporate name
by the President or other authorized officer and indicate the signer's office.
If a partnership, please sign in partnership name by an authorized person.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ---------------------------------- -----------------------------------
- ---------------------------------- -----------------------------------
- ---------------------------------- -----------------------------------
<PAGE>
[X] PLEASE MARK VOTES With- For all
AS IN THIS EXAMPLE For hold Except
1. To elect the following six (6) nominees
as members of the Board of Directors
of the Corporation. [_] [_] [_]
David R. Eisenhaure, James L. Kirtley, Jr.,
John P. O'Sullivan, William E. Stanton,
Michael C. Turmelle and Marshall J. Armstrong
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
the "For All Except" box and strike a line through the name of the nominee(s)
for whom you do not wish to vote. Your shares will be voted for the remaining
nominees.
2. To approve an amendment to the For Against Abstain
Corporation's Certificate of Incorporation
providing for the classification of
the Board of Directors into three
classes with members of each class serving [_] [_] [_]
for staggered three-year terms.
3. To approve an amendment to the
Corporation's Certificate of Incorporation
increasing from 10,000,000 to 15,000,000
the number of authorized shares of
Common Stock. [_] [_] [_]
4. To ratify the selection of Coopers &
Lybrand L.L.P. as independent auditors
of the Corporation for the fiscal year
ending September 30, 1997. [_] [_] [_]
5. To transact such other business as may
properly come before the meeting or
any adjournment or adjournments thereof. [_] [_] [_]
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder. If no direction is given, this proxy will be
voted FOR proposals 1, 2, 3, 4 and 5. Attendance of the undersigned at the
Annual Meeting or at any adjournment thereof will not be deemed to revoke this
proxy unless the undersigned will revoke this proxy in writing.
Mark box at right if an address change or comments have [_]
been noted on the reverse side of this card.
DETACH CARD
RECORD DATE SHARES:
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Please be sure to sign and date this Proxy. Date
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- ------Stockholder sign here-------------Co-owner sign here---------------------
DETACH CARD
