SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c)or Rule 14a-12
MRS Technology, Inc.
- ----------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ----------------------------------------------------------------
(Name of Person Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(I)(1) and 0-11.
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applies:..............................................
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applies:..............................................
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
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it was determined):......................................
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[ ] Fee paid previously with preliminary materials
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<PAGE>
MRS TECHNOLOGY, INC.
10 Elizabeth Drive
Chelmsford, MA 01824
Notice of Annual Meeting of Stockholders to be held on July 28, 1998
The annual Meeting of Stockholders of MRS Technology, Inc. will be held on
Tuesday, July 28, 1998 at 10:00 a.m. at the BankBoston auditorium, 150 Royall
Street, Canton, Massachusetts, for the following purposes:
1. To elect two people to the Board of Directors to serve as Class III
Directors for three-year terms.
2. To approve an amendment to the 1993 Stock Option Plan to increase the
number of shares of Common Stock reserved for issuance under the plan from
1,500,000 to 2,500,000.
3. To approve an amendment to the 1994 Stock Option Plan for Non-Employee
Directors to increase the amount of shares of Common Stock for issuance under
the plan from 100,000 to 250,000.
4. To ratify the appointment of Coopers & Lybrand L.L.P. as independent
accountants for the fiscal year ending March 31, 1999.
5. To transact such other business as may properly come before the meeting
or any adjournment of it.
Stockholders of record on June 1, 1998 will be entitled to notice of and to
vote at the meeting.
By Order of the Board of Directors
June 16, 1998
John. L. Steele, Jr., Secretary
Stockholders are requested to sign the enclosed proxy and return it in the
envelope provided. Please do this even if you expect to attend the Meeting.
MRS TECHNOLOGY, INC.
10 Elizabeth Drive
Chelmsford, MA 01824
PROXY STATEMENT
Annual Meeting of Stockholders
Tuesday, July 28, 1998
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of MRS Technology, Inc. ("MRS" or the "Company"), 10
Elizabeth Drive, Chelmsford, MA, 01824, of proxies to be voted at the Annual
Meeting of Stockholders of MRS Technology, Inc. to be held at 10:00 a.m. on
Tuesday, July 28, 1998 at the BankBoston auditorium, Blue Hills Office Park,
150 Royall Street, Canton, Massachusetts, and at any adjournments thereof, for
the purposes stated in the accompanying Notice of Meeting.
Any person giving a proxy may revoke it at any time prior to its being voted
by filing written notice with the Secretary of MRS, by executing and
delivering a proxy bearing a later date, or by attending the meeting and
voting in person. If the proxy is properly executed and is not revoked, it
will be voted at the meeting in the manner specified. If no instructions are
specified, the shares represented by the proxy will be voted for the election
of the two nominees for director listed below and for the approval of Items 2,
3, 4 and 5 in the Notice of Meeting.
The Annual Report of MRS for the fiscal year ended March 31, 1998 and this
Proxy Statement were first distributed or mailed to stockholders on or about
June 16, 1998.
Solicitation
MRS will bear the entire cost of preparing, assembling, copying and mailing
the Proxy Statement, the proxy, and any additional material which may be
furnished to stockholders. Further solicitation of proxies may be made by
telephone or oral communication. Brokers, custodians and fiduciaries in whose
names Common Stock is held will be requested to forward Proxy soliciting
material to the beneficial owners of such stock and the Company will reimburse
them for this service.
Voting Securities
The Company's Common Stock, par value $0.01 per share, is the only class of
voting securities outstanding and entitled to be voted at the Annual Meeting.
Holders of record of Common Stock on June 1, 1998 are entitled to notice of
and to vote at the Annual Meeting. At the close of business on June 1, 1998,
there were outstanding 6,858,763 shares of Common Stock. Each share is
entitled to one vote, with no cumulative voting. A majority in interest of
all capital stock entitled to vote constitutes a quorum.
Votes Required
The affirmative vote of the holders of a majority of the shares of Common
Stock present or represented by proxy at the Meeting and voting on a matter is
required for the election of the directors and the approval of each of the
other matters to be voted upon.
Shares of Common Stock represented by executed proxies received by the Company
will be counted for purposes of establishing a quorum at the Meeting.
Accordingly, broker non-votes (if the broker has voted on any item before the
meeting) and proxies that withhold authority to vote for election as a
director or that reflect abstentions will be deemed present for the purposes
of determining the presence of a quorum for the transaction of business.
Broker non-votes will have no effect on the outcome of the voting on any
proposals. Abstentions will have the effect of a vote against such proposals.
SHARE OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth certain information as of June 1, 1998 with
respect to the beneficial ownership of the Common Stock by (I) each person
known to the Company to own of record or beneficially more than 5% of the
voting securities of the Company, (ii) those persons listed in the Summary
Compensation Table below, (iii) each director and nominee for director of the
Company, and (iv) all present officers and directors of the Company as a
group. As of June 1, 1998, 6,858,763 shares of Common Stock were outstanding.
<TABLE>
<CAPTION>
Name and address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership (1) of Class
<S> <C> <C>
Robert P. Schechter (2) 32,666 0.47%
Ronald K. Haigh (3) 20,000 0.29%
Pierre Fougere (4) 5,000 0.07%
Paul Wiefels (5) 1,250 0.02%
Carl P. Herrmann (6) 11,843 0.17%
Griffith L. Resor, III (7) 190,441 2.75%
William C. Schneider (8) 100,214 1.44%
Mark Lucas (9) 54,092 0.78%
Raymond Benson (10) 18,250 0.27%
John L. Steele, Jr. (11) 15,438 1.38%
All officers and directors as a
group (13 persons)
2 through 12) 601,178 8.32%
</TABLE>
(1) Unless otherwise indicated in these footnotes, each stockholder has sole
voting and investment power with respect to the shares beneficially owned.
(2) Includes 31,666 shares issuable upon exercise of options held by Mr.
Schechter, a director of the Company, which options are exercisable within 60
days after June 1, 1998.
(3) Includes 20,000 shares issuable upon exercise of options held by Mr.
Haigh, a director of the Company, which options are exercisable within 60 days
after June 1, 1998.
(4) Includes 5,000 shares issuable upon exercise of options held by Mr.
Fougere, a director of the Company, which options are exercisable within 60
days after June 1, 1998.
(5) Includes 1,250 shares issuable upon exercise of options held by Mr.
Wiefels, a director of the Company, which options are exercisable within 60
days after June 1, 1998.
(6) Includes 10,833 shares issuable upon exercise of options held by Mr.
Herrmann, an officer and a director of the Company, which options are
exercisable within 60 days after June 1, 1998.
(7) Includes 77,748 shares issuable upon exercise of options held by Mr.
Resor, a former officer and director of the Company, which options are
exercisable within 60 days after June 1, 1998.
(8) Includes 84,479 shares issuable upon exercise of options held by Mr.
Schneider, an officer of the Company, which options are exercisable within 60
days after June 1, 1998.
(9) Includes 46,246 shares issuable upon exercise of options held by Mr.
Lucas, an officer of the Company, which options are exercisable within 60 days
after June 1, 1998.
(10) Includes 11,250 shares issuable upon exercise of options held by Mr.
Benson, an officer of the Company, which options are exercisable within 60
days after June 1, 1998.
(11) Includes 48,105 shares issuable upon exercise of options held by Mr.
Steele, an officer of the Company, which options are exercisable within 60
days after June 1, 1998.
(12) Includes 395,078 shares issuable upon exercise of options which are
exercisable within 60 days after June 1, 1998.
Item 1. Election of Directors
Section 50A of Chapter 156B of the Massachusetts General Laws provides for a
Board of Directors of such number, to be fixed by the directors, as is a
multiple of three, serving staggered three-year terms. Currently, the Board
of Directors consists of two Class III Directors, two Class I Directors and
one Class II Director, whose terms will expire in 1998, 1999 and 2000,
respectively. A vacancy was created in Class III by the resignation in
February, 1997 of Griffith L. Resor, III, a director since 1986. This vacancy
was filled on May 19, 1998.
The Company is committed to having a strong outside Board of Directors. The
Company is looking for recognized experts in functional and geographical areas
who will be as actively involved and interested in the Company's success, as
our current Board members. The Company expects to add members as willing and
well-qualified candidates become available.
At the 1998 Annual Meeting, the stockholders will elect two Class III
Directors. The Board of Directors has recommended Ronald K. Haigh and Paul
Wiefels for election as Class III Directors. The nominees, if elected, will
hold office for a three-year term until the 2001 Annual Meeting of
Stockholders and until a successor is elected and qualified. If for any
reason these nominees should become unavailable for election, the persons
named in the proxy may vote the proxy for the election of a substitute.
However, the nominees have consented to serve as directors if elected and the
Board of Directors has no reason to believe the nominees will become
unavailable for election.
Ronald K. Haigh, 63, Class III, has been a director of the Company since 1994.
Mr. Haigh has been an independent manufacturing technology consultant since
July 1994. He recently set up and staffed a 50,000 square foot manufacturing
operation in Korea for a major U.S. semiconductor equipment manufacturer.
From 1988 to June 1994, he was at Summit Technology, a manufacturer of
laser-based surgery systems, most recently as Vice President, Manufacturing.
Paul Wiefels, 44, Class III, has been a partner with The Chasm Group, a
consulting firm focused on helping technology companies achieve market
leadership positions, since 1992. He provides counsel ranging from strategy
development and marketing communications planning to market research and
product planning. Prior to joining The Chasm Group, he served as director of
marketing consulting with Landor Associates, an international branding and
identity consultancy. Prior to joining Landor, he was a worldwide director of
product marketing for Ingres Corporation (now a subdivision of Computer
Associates). Mr. Wiefels began his high tech career with Apple Computer,
where he served in marketing management positions with Apple's U.S. and
international operations.
Vote Required
The affirmative vote of the holders of a majority of votes cast at the meeting
is required for the election of directors. Unless authority is withheld, it
is the intention of the persons voting under the enclosed proxy to vote such
proxy in favor of the election of Mr. Haigh and Mr. Wiefels as Class III
directors.
The following table sets forth certain information about those Directors of
the Company whose terms of office do not expire at the Annual Meeting and who
consequently are not nominees for reelection at the Annual Meeting:
<TABLE>
<CAPTION>
Term
Of
Position Office
Director With Will
Name / Age Since Company Class Expire
<S> <C> <C> <C> <C>
Robert P. Schechter / 49 1988 Director I 1999
Pierre Fougere / 57 1998 Director I 1999
Carl P. Herrmann / 50 1997 President,
Chief Executive
Officer and
Chairman II 2000
</TABLE>
Robert P. Schechter, 49, Class I, joined Natural MicroSystems Corporation in
April 1995 as President and Chief Executive Officer and in May 1996 was also
elected Chairman of the Board. From 1987 to December 1994, he was at Lotus
Development Corporation, most recently as Senior Vice President,
International Business Group. From 1973 and until he joined Lotus, Mr.
Schechter was associated with Coopers & Lybrand, most recently as a Partner
and Northeast Regional Chairman of Coopers & Lybrand's High Technology
Industry Group. Mr. Schechter is a director of Raptor Systems, Inc. and
Natural MicroSystems Corporation.
Pierre Fougere, 57, Class I, has been a Director of MRS since March 10, 1998.
Mr. Fougere's career spans more than thirty years of international management
expertise in electronics and high technology components and systems. Prior to
establishing his own consulting business in 1989, Mr. Fougere held several
positions within the MATRA Group, most recently as executive vice president,
chairman and CEO of Matra Datavision (CAD/CAM software). Mr. Fougere
currently serves on several other boards and is the Chairman of the Board of
Financiere Saint Florentin, Chateau Lilian Ladouys and Matra Datavision Inc.
Carl P. Herrmann, 50, Class II, has been President, CEO and Chairman of the
Board since February 1998. Mr. Herrmann has been serving on the Board of
Directors of MRS since May of 1997. Prior to joining MRS's Board of Directors
he has been an independent management and international marketing consultant
since December 1994. From July 1991 to November 1994, he was at Solbourne
Computer, Inc. from April 1992 as President and Chief Executive Officer. From
May 1989 to November 1990 he was the Hong Kong-based Director of Asia/Pacific
Operations for Amphenol Corp. From October 1984 to April 1989 he was Managing
Director of GenRad Inc.'s regional operations based in Singapore. From August
1983 to September 1984 he was the Tokyo-based Vice President of TEL-GenRad,
KK, a joint venture developing and manufacturing PC board and semiconductor
test systems. Mr. Herrmann received a BA from the University of Pennsylvania
and an MBA from the Wharton School.
Other Information About The Board and Its Committees
The Board of Directors met five times in fiscal 1998. Each Director attended
at least 75%, of the aggregate of the total number of such meetings of the
Board of Directors and the total number of meetings held by all committees on
which the individual Director served.
During fiscal 1998, the Audit Committee of the Board of Directors consisted of
Messrs. Schechter and Herrmann. The Audit Committee met twice in fiscal 1998.
The functions of the Audit Committee include: (i) making recommendations to
the Board of Directors with respect to the engagement of the Company's
independent auditors; (ii) reviewing the audit plans developed by the
independent auditors for the annual audit of the Company's books and records
and the results of such audit; (iii) reviewing the annual financial
statements; (iv) reviewing the professional services provided by the
independent auditors and the auditors' independence; and (v) reviewing the
adequacy of the Company's system of internal controls and the response to
management letters issued by the independent auditors.
During fiscal 1998, the Compensation Committee consisted of Messrs. Schechter
and Haigh. The Compensation Committee completed two meetings/actions by
consent in fiscal 1998. The Compensation Committee considers and, when
appropriate, makes recommendations to the Board of Directors regarding
employee and Director compensation (including stock compensation) matters.
The Board of Directors does not have a Nominating Committee or committee
performing a similar function.
Director's Compensation
Directors do not receive cash compensation for services on the Board of
Directors or any committee thereof. As compensation for service as a
Director, each non-employee Director, upon election to the Board, is entitled
to receive an automatic stock option grant pursuant to the Company's 1994
Stock Option Plan for Non-Employee Directors (the "1994 Plan"). During fiscal
1998, two non-employee directors received automatic grants of options under
the 1994 Plan to purchase shares of Common Stock, at fair market value as of
the date of such grant. The grants issued automatically for joining the board
and election to the board were grants of 7,083 at $1.125, 15,000 at $1.063 and
833 at $1.00.
Executive Compensation Agreements
On February 13, 1998, the Company entered into a consulting agreement with Mr.
Resor (the "Consulting Agreement") and an employment agreement with Mr.
Herrmann (the "Employment Agreement").
The Consulting Agreement provides for Mr. Resor to be paid at an annual rate
of $168,000 and to receive a continuation of his health insurance benefits,
both until August 14, 1998, or until there is an earlier termination under the
provisions of the Consulting Agreement. The Company will pay health insurance
premiums until the termination of the Consulting Agreement or until Mr. Resor
becomes covered under a health insurance plan by a subsequent employer. Mr.
Resor was also granted an option to purchase 67,500 shares of the Company's
Common Stock at an exercise price of $0.969 per share. These shares are
exercisable for a period of three months following the termination of this
agreement.
Pursuant to the Employment Agreement Mr. Herrmann is employed as the Company's
President, Chief Executive Officer and Chairman of the Company's Board of
Directors pursuant to an employment agreement with the Company, dated February
13, 1998 (the "Employment Agreement"). Under the terms of the Employment
Agreement, Mr. Herrmann will receive an annual base salary in 1998 of $190,000
and is entitled to incentive compensation equal to 40% of his base salary upon
the Company's achievement of certain milestones for such year that have been
mutually agreed upon by Mr. Herrmann and the Compensation Committee of the
Board of Directors. Pursuant to the terms of the Employment Agreement, on
February 13, 1998 the Company granted to Mr. Herrmann options to purchase
400,000 shares of the Company's common stock at an exercise price of $0.96875
per share. These stock options will vest 50,000 shares on August 13, 1998,
with 10,000 shares vesting per month for the 35 consecutive months thereafter.
The Employment Agreement also provides Mr. Herrmann with medical insurance and
other fringe benefits. Mr. Herrmann's employment with the Company may be
terminated by either the Company or Mr. Herrmann at any time by giving written
notice of termination. Upon termination of Mr. Herrmann's employment by
reason of General Discharge or Resignation with reason, Mr. Herrmann is
entitled to severance pay in an amount equal to one times his then current
annual base salary and benefits; such amount shall not be reduced by the
receipt of wages or self-employment income through subsequent employment.
Executive Compensation
The tables that appear below, together with the accompanying text and
footnotes, provide information on compensation and benefits for the named
officers, as determined by requirements of the Securities and Exchange
Commission ("SEC"). All the data regarding values for stock options are
hypothetical in terms of the amounts that an individual may or may not receive
because such amounts are contingent on continued employment with the Company
and the price of the Common Stock. All year-end values shown in these tables
for outstanding stock options reflect a $1.50 price, which was the closing
price of the Common Stock on March 31, 1998, as reported in the "NASDAQ"
section of the Eastern Edition of The Wall Street Journal.
The following table sets forth certain compensation information for the fiscal
years ended March 31, 1998, 1997, and 1996 with respect to the Company's Chief
Executive Officer and those other officers of the Company who were the most
highly paid for fiscal 1998.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Awards/
Name and Annual Securities All Other
Principal Compensation Underlying Compensation
Position Year Salary ($) Options (#) ($) (1)
<S> <C> <C> <C> <C>
Carl P. Herrmann* 1998 $ 19,001 15,833 $ 0
President and 1997 0 0 0
Chief Executive
Officer 1996 0 0 0
Griffith L. Resor, III**
Former 1998 159,400 0 3,595
President and 1997 165,577 157,248 (2) (3) 3,231
CEO 1996 156,577 93,000 2,959
William C. Schneider
Vice President 1998 144,525 20,000 1,819
Research 1997 137,981 119,750 (2) (3) 1,603
& Development 1996 124,193 43,000 1,379
Mark Lucas 1998 129,469 20,000 397
Vice President 1997 115,217 115,000 (2) (3) 358
Product Marketing 1996 106,442 32,000 306
Raymond Benson*** 1998 113,695 15,000 778
Vice President 1997 36,885 30,000 86
Sales 1996 0 0 0
John L. Steele, Jr.
Vice President 1998 111,607 15,000 2,264
Secretary and 1997 106,715 25,125 (3) (4) 2,011
General Counsel 1996 104,296 16,000 1,344
</TABLE>
* Mr. Herrmann's date of hire was February 13, 1998. Mr. Herrmann's salary
would have been $190,000 if he had been employed the entire year.
** Mr. Resor's date of termination was February 13, 1998.
*** Mr. Benson's date of hire was November 1, 1996.
(1) The amounts reported reflect term life insurance premiums paid on behalf
of the officers.
(2) Includes options to purchase 50,000 shares of the Company's Common Stock
granted in July, 1996 which was canceled in February 1997 in exchange for
37,500 shares at a lower price.
(3) Remaining balance of options granted in exchange for outstanding options
previously granted.
(4) Includes an option to purchase 7,500 shares of the Company's Common Stock
granted in July 1996 which was canceled in February 1997 in exchange for 5,625
shares at a lower price.
The Compensation Committee of the Board of Directors reviewed and approved the
Bonus plan established for the executive officers and other key members for
the fiscal year 1998. This bonus plan is based on the achievement of both
individual and company goals. Payments were made to officers according to
this plan in fiscal year 1998.
The Compensation Committee of the Board of Directors reviewed and appraised
the Bonus plan established for the executive officers and other key members
for the fiscal year 1999. This bonus plan is based on the achievement of
group goals.
STOCK BASED COMPENSATION
The following table provides details regarding stock options granted to the
named officers in fiscal 1998. In addition, in accordance with SEC rules,
this table shows hypothetical gains on a pretax basis or "option spreads" that
would exist for the respective options granted in fiscal 1998 for the named
officers. These gains are based on assumed rates of annual compound stock
price appreciation of 5% and 10% from the date the options were granted over
the full option term.
<TABLE>
<CAPTION>
Option Grants in Fiscal Year Ended March 31, 1998
Individual Grants
Percentage
Of Total
Options
Granted to
Employees Exercise
Options in Fiscal Price Expiration
Name Granted 1998 ($/sh) Date
<S> <C> <C> <C> <C>
Carl P. Herrmann 833 0.3% $1.000 5/30/07
15,000 5.7% $1.063 7/30/07
400,000 100.0% (2) $0.969 2/13/08
------- ------
415,833 106.0%
Griffith L. Resor, III 30,000 11.3% $1.250 2/13/98
67,500 25.6% $0.969 11/14/98
------ -----
97,500 36.9%
William C. Schneider 20,000 7.6% $1.250 7/14/07
Mark Lucas 20,000 7.6% $1.250 7/14/07
Raymond Benson 15,000 5.7% $1.250 7/14/07
John L. Steele, Jr. 15,000 5.7% $1.250 7/14/07
</TABLE>
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Option Term (1)
Name 5% ($) 10% ($)
<S> <C> <C>
Carl P. Herrmann 524 1,327
10,015 25,393
243,597 617,475
-------- -------
254,136 644,195
Griffith L. Resor, III 0 0
2,423 4,833
-------- -------
2,423 4,833
William C.Schneider 15,722 39,844
Mark Lucas 15,722 39,844
Raymond Benson 11,792 29,883
John L. Steele, Jr. 11,792 29,883
</TABLE>
(1) Realizable value represents the difference between the assumed stock
price at the expiration date and the exercise price.
(2) This grant was issued per the terms of Mr. Herrmann's employment
agreement.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END FISCAL 1998
OPTION VALUES
The following tables show the number of shares remaining unexercised by both
exercisable and unexercisable stock options as of March 31, 1998. Also
reported are the values of "in-the-money" options which represent the positive
spread between the exercise price of any such existing stock options and the
fiscal year-end price of the Common Stock of $1.50.
<TABLE>
<CAPTION>
Option Values at March 31, 1998
Shares Acquired Value
Name on Exercise (#) Realized ($)
<S> <C> <C>
Carl P. Herrmann 0 0
Griffith L. Resor, III 10,666 1,738
William C. Schneider 0 0
Mark Lucas 0 0
Raymond Benson 0 0
John L. Steele, Jr. 0 0
</TABLE>
<TABLE>
<CAPTION>
(#) Number of Unexercised Options At March 31, 1998
Name Exercisable Unexercisable
<S> <C> <C>
Carl P. Herrmann 5,833 10,000
Griffith L. Resor, III 77,748 67,500
William C. Schneider 64,479 59,937
Mark Lucas 26,246 59,750
Raymond Benson 7,500 37,500
John L. Steele, Jr. 42,387 20,904
($) Value of Unexercised In-the-Money
Options at March 31, 1998
Name Exercisable Unexercised
<S> <C> <C>
Carl P. Herrmann 2,601 4,370
Griffith L. Resor, III 0 35,842
William C. Schneider 18,400 5,000
Mark Lucas 2,697 5,000
Raymond Benson 0 3,750
John L. Steele, Jr. 16,000 3,750
</TABLE>
OPTIONS REPRICED
The following table provides information relating to the repricing of certain
options held by the named officers of the Company that occurred during the
last ten fiscal years. There have been two occasions for repricing. The
first repricing was on 8/21/95 with a one-for-one option repricing, with no
change in vesting. The second repricing which occurred on 2/12/97 required
the three-for-four exchange of options, with no change to the vesting
schedule.
<TABLE>
<CAPTION>
Ten Year Option Repricing
Number of Market
Securities Value of Exercise
Underlying Stock at Price at
Options Time of Time of
Name Date Repriced Repricing Repricing
<S> <C> <C> <C> <C>
Carl P. Herrmann None
Griffith L. Resor, III 8/21/95 25,333 $6.375 $7.200
8/21/95 16,666 $6.375 $9.600
8/21/95 21,001 $6.375 $9.750
8/21/95 10,000 $6.375 $8.000
2/12/97 15,000 $1.625 $4.875
2/12/97 18,999 $1.625 $6.375
2/12/97 12,499 $1.625 $6.375
2/12/97 15,750 $1.625 $6.375
2/12/97 7,500 $1.625 $6.375
2/12/97 37,500 $1.625 $3.250
William C.Schneider 8/21/95 10,000 $6.375 $9.750
8/21/95 3,000 $6.375 $8.250
2/12/97 12,000 $1.625 $4.875
2/12/97 10,500 $1.625 $4.875
2/12/97 7,500 $1.625 $6.375
2/12/97 2,250 $1.625 $6.375
2/12/97 37,500 $1.625 $3.250
Mark Lucas 8/21/95 2,000 $6.375 $8.250
2/12/97 4,500 $1.625 $4.875
2/12/97 18,000 $1.625 $4.875
2/12/97 1,500 $1.625 $6.375
2/12/97 37,500 $1.625 $3.250
Raymond Benson None
John L. Steele, Jr. 8/21/95 10,000 $6.375 $9.750
8/21/95 3,000 $6.375 $8.250
2/12/97 2,250 $1.625 $4.875
2/12/97 7,500 $1.625 $6.375
2/12/97 2,250 $1.625 $6.375
2/12/97 5,625 $1.625 $3.250
</TABLE>
<TABLE>
<CAPTION>
Length of Original
New Option Term Remaining
Exercise at Date of Repricing
Name Price Years Days
<S> <C> <C> <C>
Carl P. Herrmann None
Griffith L. Resor, III $6.375 7 220
$6.375 7 284
$6 375 7 363
$6 375 9 9
$1.625 8 89
$1.625 6 45
$1.625 6 109
$1.625 6 188
$1.625 7 200
$1.625 9 147
William C. Schneider $6.375 7 363
$6.375 9 37
$1.625 8 89
$1.625 8 123
$1.625 6 188
$1.625 7 228
$1.625 9 147
Mark Lucas $6.375 9 37
$1.625 8 89
$1.625 8 123
$1.625 7 228
$1.625 9 147
Raymond Benson None
John L. Steele, Jr. $6.375 7 363
$6.375 9 37
$1.625 8 89
$1.625 6 188
$1.625 7 228
$1.625 9 147
</TABLE>
Compensation Committee Interlocks and Insider Participation
During fiscal 1998, the Compensation Committee consisted of Messrs. Schechter
and Haigh. No member of the Compensation Committee was at any time during or
prior to fiscal 1998 an officer or employee of the Company.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE OFFICER COMPENSATION
The Compensation Committee
The Compensation Committee of the Company currently consists of two Directors,
Messrs. Schechter and Haigh, neither of whom is an officer or employee of the
Company. The Compensation Committee is responsible for establishing
compensation policies with respect to the Company's officers, including the
Chief Executive Officer and the other named officers, and administering the
Company's 1993 Stock Option Plan, and the 1994 Employee Stock Purchase Plan
the "Purchase Plan".
Compensation Committee Report on Repriced Options
In February 1997, the committee granted each of the Company's employees,
officers and select consultants who had previously been granted options to
purchase shares of Common Stock the right to exchange such options for new
stock options (with the same vesting schedule) to purchase three shares of
Common Stock at $1.625 per share for every four shares issuable upon exercise
of the options being repriced (the "1997 Option Exchange Offer"). Options
granted to Directors under the 1994 Plan were not subject to the 1997 Option
Exchange Offer.
The majority of the Company's outstanding stock options were exercisable at
prices that were substantially above the then-current market price of the
Common Stock. Although such options did have some financial value based on a
mathematical formula used in the investment banking community for valuing
options, the Committee believed that the Company's employees did not place any
value on options which were significantly out-of-the-money. The Committee
concluded that such options therefore were no longer effective in either
aligning the interests of the Company's employees with those of its
shareholders or encouraging option holders to remain in the employ of the
Company.
In determining to make the 1997 Option Exchange Offer, the Committee
considered the fairness of such exchange in relation to the Company's other
shareholders. The Committee concluded that, instead of issuing a large number
of new options at the current fair market value and thereby causing further
shareholder dilution, it was in the shareholders' long-term best interest to
make the 1997 Option Exchange Offer so that the Company could more effectively
motivate and retain its employees and officers. In this light, the Committee
decided that employees, officers and select consultants of the Company should
be given the option to exchange any of their outstanding options for a new
option to purchase the three shares for every four surrendered with a new
exercise price set at $1.625 (the fair market value of the Company's Common
Stock at the date of the 1997 Option Exchange Offer).
In August 1995, the committee granted each of the Company's employees and
officers who had previously been granted options to purchase shares of Common
Stock the right to exchange such options for new stock options to purchase the
same number of shares of Common Stock at a lower exercise price with the same
vesting schedule the "1995 Option Exchange Offer". Options granted to
Directors under the 1994 Plan were not subject to the 1995 Option Exchange
Offer.
In determining to make the 1995 Option Exchange Offer, the Committee
considered the fairness of such exchange in relation to the Company's other
shareholders. The Committee concluded that, instead of issuing a large number
of new options at the current fair market value and thereby causing further
shareholder dilution, it was in the shareholders' long-term best interests to
make the 1995 Option Exchange Offer so that the Company could more effectively
motivate and retain its employees and officers. In this light, the Committee
decided that employees and officers of the Company should be given the option
to exchange any of their outstanding options for a new option to purchase the
same number of shares with a new exercise price set at $6.375, (the fair
market value of the Company's Common Stock at the date of the 1995 Option
Exchange Offer).
Compensation for Fiscal 1998
The Compensation Committee seeks to achieve three broad goals in connection
with the Company's compensation programs and decisions regarding individual
compensation. First, the Compensation Committee structures executive
compensation programs in a manner that the Committee believes will enable the
Company to attract and retain key executives. Second, the Compensation
Committee establishes compensation programs that are designed to reward
executives for the achievement of specified business objectives of the
Company. By tying compensation in part to particular goals, the Compensation
Committee believes that a performance-oriented environment is created for the
Company's executives. Finally, the Company's compensation programs are
intended to provide executives with an equity interest in the Company so as to
link a portion of compensation with the performance of the Company's Common
Stock.
The compensation programs for the Company's officers established by the
Compensation Committee consist of four elements based upon the foregoing
objectives: base salary; fringe benefits; annual bonus; and equity incentives,
such as stock options issued under the Company's 1993 Stock Option Plan.
Additionally, as employees of the Company, each of the Company's officers is
eligible to participate in the Purchase Plan upon the same terms as
substantially all of the Company's other employees.
In establishing base salaries for executives, the Compensation Committee
monitors standards at comparable companies, particularly those that are in the
same or related industries and/or same general geographical area as the
Company, considers historic salary levels of the individual and the nature of
the individual's responsibilities and compares the individual's base salary
with those of other employees at the Company. To the extent determined to be
appropriate, the Compensation Committee also considers general economic
conditions and the Company's financial performance in establishing base
salaries of executives.
The Company provides or makes available generally competitive fringe benefits,
such as group life, medical, dental and disability insurance, a 401(k)
investment plan, vacation days, holidays and short-term disability coverage,
for all employees. With the exception of individual term life insurance
coverage provided for the two remaining founders of the Company, Messrs.
Schneider and Steele, since inception, no separate coverage or plans of these
types are provided or made available for officers.
The Compensation Committee generally structures bonuses by linking them to the
achievement of specified Company and/or business unit performance objectives.
Fiscal 1998 Compensation for the Former Chief Executive Officer
In considering the compensation for the former Chief Executive Officer for
fiscal 1998, the Compensation Committee considered the same criteria as for
the compensation of the other officers of the Company. Mr. Resor was paid a
base salary for fiscal 1998 of $165,577. In addition, Mr. Resor received
stock options to purchase 50,000 shares of Common Stock which were exchanged
in the 1997 Option Exchange Offer repricing for 37,500 shares.
/s/ ROBERT P. SCHECHTER
/s/ RONALD K. HAIGH
Section 16(a) Beneficial Ownership Reporting Compliance
Under the securities laws of the United States, the Company's directors, its
executive (and certain other) officers and any persons holding more than ten
percent of the Company's Common Stock are required to report their ownership
of the Common Stock and any changes in that ownership to the Securities and
Exchange Commission (the "Commission"). Specific due dates for these reports
have been established by the Commission and the Company is required to report
in this Proxy Statement any failure during fiscal 1998 to file by these dates.
All of these filing requirements were met in a timely manner by its directors,
officers and ten percent holders. In making this statement, the Company has
relied upon the written representations of its directors, officers and copies
of the reports that have been filed with the Company.
The following table of data was used to produce the graph which provides
information that compares the performance of the Company's Common Stock to the
Nasdaq Stock Market Total Return Index for U.S. Companies and the Nasdaq Total
Return Index for Computer Manufacturers since the Company's initial public
offering on July 23, 1993. The Nasdaq Total Return Index for Computer
Manufacturers includes both manufacturers of large, complex, capital equipment
and many of the Company's customers. The data assumes that the value of the
investment in the Company's Common Stock and each index was $100 at July 23,
1993 and that all dividends were reinvested.
<TABLE>
<CAPTION>
End of Trading on July 23, 1993 MRS Nasdaq
and Last Day of Each Quarter Technology Stock Computer
Through End of Fiscal Year Inc. Market (US) Mfgrs.
<S> <C> <C> <C>
07/23/93 100.000 100.000 100.000
09/30/93 178.571 109.002 98.560
12/31/93 185.714 111.145 114.824
03/31/94 142.857 106.472 111.323
06/30/94 121.429 101.494 90.256
09/30/94 117.857 109.897 109.738
12/30/94 100.000 108.643 126.103
03/31/95 96.429 118.441 132.931
06/30/95 75.000 135.479 161.651
09/29/95 71.429 151.799 194.488
12/29/95 46.429 153.649 198.618
03/29/96 82.143 160.815 204.734
06/28/96 53.571 173.942 230.167
09/30/96 41.071 180.131 254.122
12/31/96 30.357 188.983 266.696
03/31/97 17.857 178.740 224.139
06/30/97 15.625 211.505 289.671
09/30/97 21.429 247.289 363.925
12/31/97 9.821 231.967 322.846
03/31/98 21.429 271.467 397.452
</TABLE>
The Indexes and graph were prepared by the Center for Research in Security
Prices at the University of Chicago Graduate School of Business.
Item 2. Amendment of 1993 Stock Option Plan
On March 26, 1998, the Board of Directors adopted, subject to ratification by
the stockholders, an amendment to the 1993 Stock Option Plan (the "1993 Plan")
which would increase the maximum amount of shares of the Company's Common
Stock that may be subject to awards by 1,000,000 additional shares. The 1993
Plan, as adopted in 1993, limits the number of shares available for grants
under the Plan and the Company's 1986 Stock Option Plan to 1,500,000 shares of
Common Stock. The description of the 1993 Plan, as amended, set forth below
is qualified in its entirety by the full text of the 1993 Plan.(Attachment 1)
The 1993 Stock Option Plan provides for granting of Incentive Stock Options
("ISOs") and Nonqualified Stock Options or a combination of the foregoing as a
means through which the Company may attract and encourage able persons to
enter into and remain in its employ. The 1993 Plan is administered by the
Compensation Committee of the Board of Directors. The 1993 Plan is designed
to encourage key employees of the Company and its subsidiaries to acquire and
maintain stock ownership, thereby providing additional incentive to promote
the success of the Company's business.
As of June 1, 1998, approximately 51 employees were eligible to receive grants
under the 1993 Plan.
The 1993 Plan provides that shares of the Company's Common Stock issued
pursuant thereto may be authorized and unissued stock or treasury stock. In
no event will the aggregate number of shares available for grants under the
1993 Plan and the Company's 1986 Stock Option Plan (if the proposed amendment
is adopted) exceed 2,500,000. The number of shares issuable is subject to
adjustment due to stock dividends, stock splits or other changes in
capitalization of the Company. Shares of stock covered by expired or
terminated stock options may be used for subsequent awards under the 1993
Plan.
Stock Options
The 1993 Plan permits awards of stock options, which may be ISOs or
Nonqualified Stock Options, to be made to employees. ISOs are granted with an
exercise price at least equal to the fair market value of the Company's Common
Stock on the date of grant, and a term fixed by the Committee but not more
than ten years from the date of grant. Options granted under the 1993 Plan
may not be transferred except by will or the laws of descent or distribution
and are exercisable in accordance with the terms established by the Committee.
The total purchase price of any shares of the Company's Common Stock purchased
on the exercise of stock options must be paid in cash on the date of exercise
of the Option. The aggregate fair market value of shares of the Company's
Common Stock subject to ISOs granted to any employee which first became
exercisable in any calendar year may not exceed $100,000.
After termination of employment on account of death or disability, all stock
options may be exercised at any time prior to the expiration date of the
options or within one year following death or disability, whichever period is
shorter. If employment is terminated for reasons other than death or
disability, stock options may be exercised at any time prior to the expiration
date of the options or within three months following such termination of
employment, whichever period is shorter. Stock options may only be exercised
to the extent that they were exercisable at the date of termination of
employment, and in no event may a stock option be exercised after the
expiration of its term.
Federal Income Tax Consequences
The grant of an ISO or a Nonqualified Stock Option will not result in income
for the optionee or in an income tax deduction for the Company.
The exercise of a Nonqualified Stock Option will generally result in taxable
income to the optionee and a deduction for the Company, in each case measured
by the difference between the purchase price and the fair market value of the
shares of the Company's Common Stock determined generally at the time of
exercise at which time income tax withholding will be required.
The exercise of an ISO will not result in income for the optionee if the
optionee is an employee of the Company or one of its subsidiaries from the
date of grant until three months before the exercise. The excess of the
market value on the exercise date over the purchase price is an item of tax
preference, potentially subject to the alternative minimum tax. Provided the
optionee does not dispose of the shares of the Company's Common Stock within
two years after the date of grant and one year after exercise, any gain on a
disposition of the shares will be taxed to the optionee as capital gain and
the Company will not be entitled to a deduction. If the optionee disposes of
the shares prior to the expiration of either of the holding periods, the
optionee will recognize taxable income and the Company will be entitled to a
deduction equal to the lesser of (i) the fair market value of the shares on
the exercise date minus the purchase price or (ii) the amount realized on
disposition minus the purchase price. Any gain greater than the taxable
income portion will be treated as capital gain.
Option Grants Under the 1993 Stock Option Plan
As of June 1, 1998, options for the purchase of a total of 931,309 shares of
Common Stock were outstanding and an additional 157,618 shares remained
available for grant under the Plan. The closing price of the Company's Common
Stock at June 1, 1998 was $1.4375 per share. The following table sets forth
information as of June 1, 1998 with respect to stock options which have been
granted under the Plan to (i) each of the Company's Chief Executive Officer
and the other executive officers named in the Summary Compensation Table, (ii)
all current executive officers of the Company as a group, (iii) each nominee
for election as a director of the Company, (iv) all directors of the Company,
other than those who are executive officers, as a group, and (v) all employees
of the Company, excluding executive officers, as a group.
<TABLE>
<CAPTION>
Name and Position Options (Shares)
<S> <C>
Carl P. Herrmann, President,
CEO and Chairman of the Board 0
Griffith L. Resor, III,
Former President and CEO 145,248
William C. Schneider, Vice President
Research and Development 124,416
Mark Lucas, Vice President Marketing 110,162
Raymond Benson, Vice President Sales 45,000
John L. Steele, Jr., Vice President,
Secretary and General Counsel 67,291
All executive officers as a group 616,895
All nominees for election as a Director 6,666
All directors of the Company, excluding
executive officers, as a group 6,666
All employees of the Company, excluding
executive officers, as a group 402,649
</TABLE>
Vote Required
The affirmative vote of the holders of a majority of the shares of Common
Stock present, in person or by proxy, is required to ratify the adoption and
approval by the Board of Directors of the Purchase Plan. Unless authority is
withheld, it is the intention of the persons voting under the enclosed proxy
to vote such proxy in favor of the amendment of the 1993 Plan.
Item 3. 1994 Stock Option Plan for Non-Employee Directors
On March 26, 1998, the Board of Directors adopted, subject to ratification by
the stockholders, an amendment to the 1994 Stock Option Plan (the "1994 Plan")
which would increase the maximum amount of shares of the Company's Common
Stock that may be subject to awards by 150,000 additional shares. The 1994
Plan, as adopted in 1993, limits the number of shares available for grants
under the Plan to 100,000 shares of Common Stock. The description of the 1994
Plan, as amended, set forth below is qualified in its entirety by the full
text of the 1994 Plan. (Attachment 2)
The Board of Directors has adopted, subject to ratification by the stock
holders, the 1994 Stock Option Plan for Non-Employee Directors (the "Director
Plan") pursuant to which directors of the Company who are not employees of the
Company would be automatically granted options to purchase up to 250,000
shares of the Company's Common Stock. The Director Plan is intended to
attract and retain highly qualified directors of the Company who are not
employees of the Company and to encourage such directors to own shares of
Common Stock of the Company so as to provide them with additional incentives
to promote the success of the Company. The description of the Director Plan
set forth below is qualified in its entirety by the full text of the Director
Plan.
The Director Plan will be administered by a committee of the Board of
Directors of the Company consisting of those directors who are not eligible to
participate in the Director Plan. The committee will have no discretion with
respect to the eligibility or selection of directors to receive options, the
timing of option grants or the number of shares of Common stock subject to the
grant or any option thereunder.
Options will be granted under the Director Plan upon the election or
reelection of an eligible director. A director is eligible to participate in
the Director Plan if he is not an employee or officer of the Company or any
subsidiary of the Company. Currently, Messrs. Fougere and Schechter and if
elected Messrs. Haigh and Wiefels, are the only directors eligible to
participate in the Director Plan.
Each eligible director will be awarded options to purchase 5,000 shares of
Common Stock for each year of the term of office for which the director is
elected. Normally, directors are elected to three-year terms of office, and
would therefore receive options to purchase 15,000 shares of Common Stock.
The options become exercisable for 5,000 shares upon election and on each
anniversary of the date of grant.
The Director Plan provides that shares of the Company's Common Stock issued
pursuant thereto may be authorized and unissued stock or treasury stock. In
no event will the aggregate number of shares available for grants under the
Director Plan exceed 250,000. The number of shares issuable is subject to
adjustment due to stock dividends, stock splits or other changes in
capitalization of the Company. Shares of stock covered by expired or
terminated stock options may be used for subsequent awards under the Director
Plan.
Stock Options
The Director Plan permits awards of Nonqualified Stock Options. All options
will have an exercise price equal to the fair market value of the Company's
Common Stock on the date of grant, and a term of ten years from the date of
grant. Options granted under the Director Plan may not be transferred except
by will or the laws of descent or distribution. The total purchase price of
any shares of the Company's Common Stock purchased on the exercise of options
must be paid in cash on the date of exercise of the option.
Options may be exercised at any time prior to the expiration date of the
Options or within one year following death, whichever period is shorter. In
the event of the termination of the director's service on the Board of
Directors for any reason, options may be exercised after such termination for
the full term of the option, to the extent that they were exercisable at the
date of termination of service. In no event may an option be exercised after
the expiration of its term.
Federal Income Tax Consequences
The grant of a Nonqualified Stock Option under the Plan will not result in
income for the director or in an income tax deduction for the Company. The
exercise of a Nonqualified Stock Option will generally result in taxable
income to the director and a deduction for the Company, in each case measured
by the difference between the purchase price and the fair market value of the
shares of the Company's Common Stock determined generally at the time of
exercise.
<TABLE>
<CAPTION>
Name and Position Options (Shares)
<S> <C>
Robert P. Schechter, Director 25,000
Ronald K. Haigh, Director 20,000
Pierre Fougere, Director 7,083
Paul Wiefels, Director 1,250
Carl Herrmann, President, CEO
and Chairman of the Board 15,833
All executive officers as a group 15,833
All directors of the Company, excluding
executive officers, as a group 100,000
All employees of the Company, excluding
executive officers, as a group 0
</TABLE>
Vote Required
The affirmative vote of the holders of a majority of the shares of Common
Stock present, in person or by proxy, is required to ratify the adoption and
approval by the Board of Directors of the Purchase Plan. Unless authority is
withheld, it is the intention of the persons voting under the enclosed proxy
to vote such proxy in favor of the amendment of the Director Plan.
Item 4. Selection of Independent Accountants
The Board of Directors recommends that the stockholders ratify its appointment
of Coopers & Lybrand L.L.P., as the independent accountants of the Company for
the fiscal year ending March 31, 1999. Coopers & Lybrand L.L.P. has acted in
such capacity for the Company since the Company's 1986 fiscal year.
A representative of Coopers & Lybrand L.L.P. will be present at the meeting
and will be afforded the opportunity to make a statement and to respond to
appropriate questions.
Vote Required
The affirmative vote of the holders of a majority of the shares of Common
Stock present or represented at the meeting is required to approve the
selection of Coopers & Lybrand L.L.P. as the Company's independent accountants
for the fiscal year ending March 31, 1999. Unless authority is withheld, it
is the intention of the persons voting the enclosed proxy to vote such proxy
in favor of approving the selection of Coopers & Lybrand L.L.P. as the
Company's independent accountants. If the proposal to approve the selection
of Coopers & Lybrand L.L.P. is not approved, the Board of Directors will
select and appoint another independent accounting firm for the fiscal year
ending March 31, 1999 without further stockholder action.
Item 5. Other Business
The Board of Directors knows of no other business which will be presented for
consideration at the Annual Meeting other than as stated in the Notice of
Meeting. If any other business properly comes before the meeting, it is the
intention of the persons named in the enclosed proxy to vote or otherwise act
in accordance with their best judgment on such matters.
STOCKHOLDER PROPOSALS
Any stockholder of the Company may present a proposal for consideration at
future meetings of the stockholders of the Company. Any proposal for
consideration at next year's meeting of stockholders must be received by the
Company at its principal executive offices, 10 Elizabeth Drive, Chelmsford,
Massachusetts, 01824, Attention: John L. Steele, Jr., Secretary, no later than
February 16, 1999, except that if the next year's annual meeting date is
changed by more than 30 calendar days from the regularly scheduled date, July
27, 1999, the Company must receive such a proposal within a reasonable time
before the Board of Directors makes its proxy solicitation.
ADDITIONAL FINANCIAL INFORMATION
Copies of the Company's Annual Report on Form 10-K (without exhibits) as filed
with the Securities and Exchange Commission will be furnished without charge
upon written request of any stockholder of record. Requests for such copies
should be directed to: John L. Steele, Jr., Secretary, MRS Technology, Inc.,
10 Elizabeth Drive, Chelmsford, MA 01824.
John L. Steele, Jr., Secretary
June 16, 1998
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, PLEASE SEND IN YOUR
PROXY WITHOUT DELAY. PROMPT RESPONSE IS HELPFUL AND YOUR COOPERATION WILL BE
APPRECIATED. ANY STOCKHOLDER GIVING A PROXY MAY REVOKE IT AT ANY TIME IF IT
HAS NOT BEEN VOTED.
PROXY MRS Technology, Inc. PROXY
10 Elizabeth Drive
Chelmsford, MA 01824
Annual Meeting of Stockholders
Tuesday, July 28, 1998
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Carl P. Herrmann and John L. Steele, Jr. as
proxies, each with full power of substitution to vote all shares of stock
which the undersigned would be entitled to vote if personally present at the
Annual Meeting of Stockholders of MRS Technology, Inc. To be held at the
BankBoston auditorium Blue Hills Office Park, 150 Royall Street, Canton,
Massachusetts, on Tuesday, July 28, 1998, at 10:00 a.m. or at any adjournment
thereof.
Please return this card in the enclosed postage paid envelope to the Bank
Boston, P.O. Box 1628, Boston, MA 02105.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN FAVOR OF THE PROPOSAL SET
FORTH BELOW.
1. To elect Ronald K.Haigh and Paul Wiefels to the Board of Directors to
serve as Class III Directors for three-year terms.
[ ] For both nominees [ ] Withheld from both nominees
______________________________________________________________________
Instruction: To withhold authority to vote for a nominee, write his name
on the line above.
2. To approve an amendment to the 1993 Stock Option Plan to increase the
number of shares of Common Stock reserved for issuance under the plan
from 1,500,000 to 2,500,000.
[ ] For [ ] Against [ ] Abstain
3. To approve an amendment to the 1994 Stock Option Plan for Non-Employee
Directors to increase the number of shares of Common Stock for issuance
under the plan from 100,000 to 250,000.
[ ] For [ ] Against [ ] Abstain
4. To ratify the appointment of Coopers and Lybrand L.L.P., as auditors for
the fiscal year ending March 31, 1999.
[ ] For [ ] Against [ ] Abstain
5. In their discretion to vote upon such other business as may properly
come before the meeting and any adjournment thereof.
Please sign exactly as name appears hereon. 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 a corporation, please
sign in full corporate name by the President or other authorized officer. If
a partnership, please sign in partnership name by authorized person.
Signature:_____________________________________ Date:__________________
Signature:_____________________________________ Date:__________________
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Subject; MRS Technology, Inc. - Definitive Proxy Materials
I have enclosed for filing through the EDGAR system definitive proxy material
in connection with the Company's Annual Meeting of Stockholders.
Sincerely,
/s/Patricia F. DiIanni
Vice President and
Chief Financial Officer
ATTACHMENT 1
MRS TECHNOLOGY, INC.
1993 STOCK OPTION PLAN
1. Definitions. As used in this 1993 Stock Option Plan, the following terms
have the following meanings:
Board - means the Company's Board of Directors.
Code - means the Internal Revenue Code of 1986, as amended.
Committee shall have the meaning set forth in Section 4.
Company - means MRS Technology, Inc.
Grant Date - means the date on which an Option is granted, as specified in
Section 7.
Market Value - means the fair market value of a share of the Stock on any
date, as determined by the Board.
Option - means an option to purchase shares of Stock granted under the Plan.
Option Agreement - means an agreement between the Company and an Optionee,
setting forth the terms and conditions of an Option.
Option Price - means the price paid by an Optionee for an Option under this
Plan.
Option Share - means any share of Stock of the Company transferred to an
Optionee upon exercise of an Option pursuant to this Plan.
Optionee - means a person eligible to receive an Option, as provided in
Section 6, to whom an Option shall have been granted under the Plan.
Plan - means this 1993 Stock Option Plan.
Securities - means the Securities Act of 1933, as amended.
Securities Laws - means any federal or state law regulating the sale or
exchange of securities.
Stock - means the Common Stock, par value $.01 per share, of the Company.
Vesting for any portion of any incentive option means the calendar year in
which that portion of the option first becomes exercisable.
2. Purpose. This 1993 Stock Option Plan is intended to encourage ownership
of the Stock by key employees of the Company and its subsidiaries and to
provide additional incentive for them to promote the success of the Company's
business. The Plan is intended to provide for both incentive stock Options
(within the meaning of Section 422 of the Code) and non-statutory stock
Options.
3. Term of the Plan. Options under the Plan may be granted not later than
February 4, 2003.
4. Administration. The Plan shall be administered by the Board, no member of
which shall act upon any matter exclusively affecting any Option granted or to
be granted to such member under the Plan, or by a committee appointed by the
Board (the "Committee"); provided, that, to the extent required by Rule 16b-3
or any successor provision ("Rule 16b-3"), of the Securities Exchange Act of
1934, with respect to specific grants of Options, the Plan shall be
administered by a disinterested administrator or administrators within the
meaning of Rule 16b-3. Hereinafter, all references in this Plan to the
"Committee" shall mean the Board if no Committee has been appointed. Subject
to the provisions of the Plan, the Committee shall have complete authority, in
its discretion, to make the following determinations with respect to each
Option to be granted by the Company: (a) the key employee or key consultant to
receive the Option; (b) the time of granting the Option; (c)the number of
shares; (d) the Option Price; and (e) the Option period. Each such
determination shall be made by the vote or consent of the Committee of
Directors. In making such determinations, the Committee may take into account
the nature of the services rendered by the respective employees, their present
and potential contributions to the success of the Company and its
subsidiaries, and such other factors as the Committee in its discretion shall
deem relevant. Subject to the provisions of the Plan, the Committee shall
also have complete authority to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to it, to determine the terms and
provisions of the respective Option Agreements (which need not be identical),
and to make all other determinations necessary or advisable for the
administration of the Plan. The Committee's determinations on the matters
referred to in this Section 4 shall be conclusive.
5. Stock Subject to the Plan. At no time shall the number of shares of the
Stock then outstanding which are attributable to the exercise of Options
granted under the Plan, plus the sum of (i) the number of shares then issuable
upon exercise of outstanding Options granted under the Plan, (ii) the number
of shares then outstanding which are attributable to the exercise of options
granted under the Company's 1986 Stock Option Plan and (iii) the number of
shares then outstanding options granted under the Company's 1993 Stock Option
Plan, exceed 2,500,000 shares, subject, however, to the provisions of Section
16 of the Plan. Shares to be issued upon the exercise of Options granted
under the Plan may be either authorized but unissued shares or shares held by
the Company in its treasury. If any Option expires or terminates for any
reason without having been exercised in full, the shares not purchased under
it shall be available for other Options.
6. Eligibility. An Option may be granted only to a director or key employee
of or key consultant to the Company. Any person who, within the meaning of
Section 422(b)(6) of the Code, is deemed to own stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company (or
of its parent or subsidiary corporations) shall be eligible to receive an
Option only if the Option Price is at least 110% of the Market Value on the
Grant Date and the Option Period is no more than five years.
7. Time of Granting Options. The granting of an Option shall take place at
the time specified by the Committee.
8. Option Price. The Option Price under each Option shall not be less than
100% of the Market Value of the Stock on the Grant Date.
9. Option Period. No Option may be exercised later than the tenth
anniversary of the date on which it is granted. An Option may become
exercisable in such installments, cumulative or non-cumulative, as the Board
may determine.
10. Incentive Stock Options. No incentive Option shall be considered an
incentive Option to the extent pursuant to its terms it would permit the
Optionee to purchase for the first time in any Vesting Year under that
incentive Option more than the number of shares of Stock calculated by
dividing the current limit by the Option Price. The current limit for any
Optionee for any Vesting Year shall be $100,000 minus the aggregate Market
Value at the date of grant of the number of shares of stock available for
purchase for the first time in the Vesting Year under each other incentive
Option granted to the Optionee under the Plan after December 31, 1986 and each
other incentive stock option granted to the Optionee after December 31, 1986
under any other incentive stock Option plan of the Company (and any parent and
subsidiary corporations).
11. Exercise of Option. Exercise of the Option may be effected only by
giving written notice of intent to exercise the Option, specifying the number
of shares as to which the Option is being exercised, accompanied by full
payment for such shares in the form of a certified or bank check payable to
the order of the Company. Receipt by the Company of such notice and payment
shall constitute the exercise of the Option or a part of it. Within 20 days,
the Company shall deliver to the Optionee a certificate or certificates for
the number of shares then being purchased. Such shares shall be fully paid
and nonassessable. If the Securities Laws shall require the Company or the
Optionee to register or qualify any Option Shares with respect to which notice
of intent to exercise shall have been delivered to the Company, or to take any
other action in connection with such shares, the delivery of the certificate
or certificates for such shares shall be postponed until completion of the
necessary action, which the Company shall take in good faith, without delay
and at its own expense. Upon each exercise of the Option, the Optionee will
be required to give a representation in form satisfactory to counsel for the
Company that the shares are being purchased for investment and not with a view
to distribution and that the Optionee will make no transfers of the shares in
violation of the Securities Laws. The Company may, at its discretion, make a
notation on any certificate delivered upon exercise of the Option to the
effect that the shares are subject to any restrictions contained in this Plan
and the shares represented by the certificate may not be transferred except in
accordance with any transfer restrictions contained in the Company's Articles
of Organization and after receipt by the Company of an opinion of counsel
satisfactory to it to the effect that such transfer will not violate the
Securities Laws, and may issue "stop transfer" instructions to its transfer
agent, if any, and make a "stop transfer" notation on its books, as
appropriate. Notwithstanding the foregoing, the Company may release the
Optionee from the investment representation if the shares of the Stock subject
to the Option have been registered with the Securities and Exchange
Commission.
12. Restrictions on Issue of Shares. Notwithstanding any other provision of
the Plan, if, at any time, in the reasonable opinion of the Company the
issuance of shares of Stock covered by the exercise of any Option may
constitute a violation of law, then the Company may delay such issuance and
the delivery of a certificate for such shares until (i) approval shall have
been obtained from such governmental agencies, other than the Securities and
Exchange Commission, as may be required under any applicable law, rule, or
regulation; and (ii) in the case where such issuance would constitute a
violation of a law administered by or a regulation of the Securities and
Exchange Commission, one of the following conditions shall have been
satisfied:
(i) the shares with respect to which such Option has been exercised are at the
time of the issue of such shares effectively registered under the Securities
Act; or
(ii) a no-action letter in form and substance reasonably satisfactory to the
Company with respect to the issuance of such shares shall have been obtained
by the Company from the Securities and Exchange Commission.
The Company shall make all reasonable efforts to bring about the occurrence of
said events.
13. Purchase for Investment; Subsequent Registration.
(a) Unless the shares to be issued upon exercise of an Option granted under
the Plan have been effectively registered under the Securities Act, the
Company shall be under no obligation to issue any shares covered by any Option
unless the person who exercises such Option, in whole or in part, shall give a
written representation to the Company which is satisfactory in form and
substance to its counsel and upon which the Company may reasonably rely, that
he or she is acquiring the shares issued pursuant to such exercise of the
Option as an investment and not with a view to, or for sale in connection
with, the distribution of any such shares.
(b) Each share of Stock issued pursuant to the exercise of an Option granted
pursuant to this Plan may bear a reference to the investment representation
made in accordance with this Section 13 and to the fact that no registration
statement has been filed with the Securities and Exchange Commission in
respect to said Stock.
(c) If the Company shall deem it necessary or desirable to register under the
securities Act or other applicable statutes any shares with respect to which
an Option shall have been granted, or to qualify any such shares for exemption
from the Securities Act or other applicable statutes, then the Company shall
take such action at its own expense. The Company may require from each Option
holder, or each holder of shares of Stock acquired pursuant to the Plan, such
information in writing for use in any registration statement, prospectus,
preliminary prospectus or offering circular as is reasonably necessary for
such purpose and may require reasonable indemnity to the Company and its
officers and directors from such holder against all losses, claims, damage and
liabilities arising from such use of the information so furnished and caused
by any untrue statement of any material fact therein or caused by the omission
to state a material fact required to be stated therein or necessary to make
the statements therein not misleading in the light of the circumstances under
which they were made.
14. Transferability of Options. Options shall not be transferable, otherwise
than by will or the laws of descent and distribution, and may be exercised
during the life of the Optionee only by the Optionee.
15. Termination of Employment. In the event that the Optionee's employment
is terminated for any reason other than death, the Option, to the extent
exercisable at termination, may be exercised by the Optionee at any time
within three months after termination unless terminated earlier by its terms.
If termination results from the death of the Optionee, the Option, to the
extent exercisable at the date of death, may be exercised by the person to
whom the Option is transferred by will or the applicable laws of descent and
distribution, at any time within one year after the date of death, unless
terminated earlier by its terms. Military or sick leave shall not be deemed a
termination of employment provided that it does not exceed the longer of 90
days or the period during which the absent employee's reemployment rights are
guaranteed by statute or by contract.
16. Adjustment of Number of Option Shares. Each Option Agreement shall
provide that in the event of any stock dividend payable in the Stock or any
split-up or contraction in the number of shares of the Stock occurring after
the date of the Option Agreement and prior to the exercise in full of the
Option, the number of shares subject to such Agreement shall be
proportionately adjusted and the price to be paid for each share subject to
the Option shall be proportionately adjusted. Each Option Agreement shall
also provide that in case of any reclassification or change of outstanding
shares of the Stock or in case of any consolidation or merger of the Company
with or into another company or in the case of any sale or conveyance to
another company or entity of the property of the Company as a whole or
substantially as a whole, shares of Stock or other securities shall be
delivered equivalent in kind and value to those shares or other securities an
Optionee would have received if the Option had been exercised in full prior to
such reclassification, change, consolidation, merger, sale or conveyance and
no disposition had subsequently been made. Each Option Agreement shall
further provide that upon dissolution or liquidation of the Company, the
Option shall terminate, but the Optionee (if at the time in the employ of the
Company or any of its subsidiaries) shall have the right, immediately prior to
such dissolution or liquidation, to exercise the Option to the extent not
theretofore exercised. No fraction of a share shall be purchasable or
deliverable upon exercise, but in the event any adjustment hereunder of the
number of shares covered by the Option shall cause such number to include a
fraction of a share, such fraction shall be adjusted to the nearest smaller
whole number of shares. In the event of changes in the outstanding Stock by
reason of any stock dividend, split-up, contraction, reclassification, or
change of outstanding shares of the Stock of the nature contemplated by this
Section 16, the number of shares of the Stock available for the purpose of the
Plan as stated in Section 4 shall be correspondingly adjusted.
17. Stock Reserved. The Company shall at all times during the term of the
Option reserve and keep available such number of shares of the Stock as will
be sufficient to satisfy the requirements of this Plan and shall pay all fees
and expenses necessarily incurred by the Company in connection therewith.
18. Limitation of Rights in the Option Shares. The Optionee shall not be
deemed for any purpose to be a stockholder of the Company with respect to any
of the Option Shares, except to the extent that the Option shall have been
exercised and a certificate shall have been issued and delivered to the
Optionee. Any Stock issued pursuant to the Option shall be subject to all
restrictions upon the transfer thereof which may be now or hereafter imposed
by the Articles of Organization, and the By-laws of the Company. Nothing
contained in the Plan or in any Option shall confer upon any Optionee any
right with respect to the continuation of his or her employment with, or
retention as a consultant by, the Company (or any subsidiary), or interfere in
any way with the right of the Company (or any subsidiary), subject to the
terms of any separate employment or consulting agreement or provision of law
or corporate articles or by-laws to the contrary, at any time to terminate
such employment or consulting agreement or to increase or decrease the
compensation of the Optionee from the rate in existence at the time of the
grant of an Option.
19. Withholding.
(a) The Company's obligation to deliver shares upon the exercise of any
Option shall be subject to the Optionee's satisfaction of all applicable tax
withholding requirements.
(b) The Company may require as a condition to the issuance of shares covered
by any incentive Option that the party exercising such Option give a written
representation to the Company which is satisfactory in form and substance to
its counsel and upon which the Company may reasonably rely, that he or she
will report to the Company any disposition of such shares prior to the
expiration of the holding periods specified by Section 422(a) (1) of the Code.
If and to the extent that the realization of income in such a disposition
imposes upon the Company federal, state, local or other withholding tax
requirements, or any such withholding is required to secure for the Company an
otherwise available tax deduction, the Company shall have the right to require
that the recipient remit to the Company an amount sufficient to satisfy those
requirements; and the Company may require as a condition to the issuance of
shares covered by an Incentive Option that the party exercising such Option
give a satisfactory written representation promising to make such a
remittance.
20. Notices and Other Communications. All notices and other communications
required or permitted under the Plan shall be effective if in writing and if
delivered or sent by certified or registered mail, return receipt requested
(a) if to the Optionee, at his or her residence address last filed with the
Company, and (b) if to the Company, at 10 Elizabeth Drive, Chelmsford,
Massachusetts 01824 marked "Attention: Secretary" or to such other persons or
addresses as the Optionee or the Company may specify by a written notice to
the other from time to time.
21. Termination and Amendment of the Plan. The Board may at any time
terminate the Plan or make such modifications of the Plan as it shall deem
advisable, provided that, except as provided in Section 16, the Board may not,
without the approval by the holders of a majority of the Stock, increase the
maximum number of shares available for Option under the Plan or extend the
period during which Options may be granted or exercised. No termination or
amendment of the Plan may, without the consent of the Optionee to whom any
Option shall theretofore have been granted, adversely affect the rights of
such Optionee under such Option.
ATTACHMENT 2
MRS TECHNOLOGY, INC.
1994 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
1. PURPOSE
The purpose of this 1994 Stock Option Plan for Non-Employee Directors (the
"Plan") of MRS Technology, Inc. (the "Company") is to attract and retain
highly qualified directors of the Company who are not also officers or
employees of the Company and to encourage such directors to own shares of the
Company's Common Stock, $0.01 par value ("Common Stock") so as to provide
additional incentives to promote the success of the Company.
2. ADMINISTRATION
Grants of stock options under the Plan shall be automatic as provided in
Section 6. All questions of interpretation of the Plan or of any options
issued hereunder shall be determined by a committee consisting of the members
of the Board of Directors of the Company (the "Board") who are not eligible to
participate in the Plan, provided that the committee shall have no discretion
with respect to the eligibility or selection of directors to receive options,
the timing of grants or the number of shares of Common Stock subject to the
Plan or any option granted thereunder. All such determinations by the
committee shall be final and binding upon all persons having an interest in
the Plan.
3. PARTICIPATION
All directors of the Company who are not employees or officers of the Company
or any subsidiary of the Company shall be eligible to participate in the Plan.
4. COMMON STOCK AVAILABLE FOR OPTIONS
(a) Subject to adjustment under subsection (b), options may be granted under
the Plan in respect of a maximum of 250,000 shares of Common Stock. Shares
subject to an option that expires or terminates unexercised shall again be
available for options hereunder to the extent of such expiration or
termination. Shares issued under the Plan may consist in whole or in part of
authorized but unissued shares or treasury shares.
(b) In the event of a stock dividend, split-up, combination or
reclassification of shares, recapitalization or other similar capital change
relating to the Common Stock, the maximum aggregate number and kind of shares
or securities of the Company as to which options may be granted under this
Plan and as to which options then outstanding shall be exercisable, and the
option price of such options, shall be appropriately adjusted by the Board of
Directors of the Company (whose determination shall be conclusive) so that the
proportionate number of shares or other securities as to which options may be
granted and the proportionate interest of holders of outstanding options shall
be maintained as before the occurrence of such event.
In the event of a consolidation or merger of the Company with another
corporation, or the sale or exchange of all or substantially all of the assets
of the Company, or a reorganization or liquidation of the Company, each holder
of an outstanding option shall be entitled to receive upon exercise and
payment in accordance with the terms of the option the same shares, securities
or property as he would have been entitled to receive upon the occurrence of
such event if he had been, immediately prior to such event, the holder of the
number of shares of Common Stock purchasable under his option or, if another
corporation shall be the survivor, such corporation shall substitute therefor
substantially equivalent shares, securities or property of such other
corporation; provided, however, that in lieu of the foregoing the Board of
Directors of the Company may upon written notice to each holder of an
outstanding option provide that such option shall terminate on a date not less
than 20 days after the date of such notice unless theretofore exercised. In
connection with such notice, the Board of Directors may in its discretion (and
shall to the extent provided in any issued option) accelerate or waive any
deferred exercise period.
(c) No fraction of a share shall be purchasable or deliverable upon exercise,
but in the event any adjustment pursuant to subsection (b) hereunder of the
number of shares covered by an option shall cause such number to include a
fraction of a share, such fraction shall be adjusted to the nearest smaller
whole number of shares.
5. NONSTATUTORY STOCK OPTIONS
All options granted under the Plan shall be nonstatutory options not intended
to qualify under Section 422A of the Internal Revenue Code of 1986, as amended
(the "Code").
6. TERMS AND CONDITIONS OF OPTIONS
Each option granted under the Plan shall be evidenced by a written instrument
in substantially the form of the attached Exhibit 1 hereto or in such other
form as the Board may approve and shall be subject to the following terms and
conditions:
(a) Grant of Options.
General Formula. Commencing as provided below, each eligible Director shall
receive options to purchase shares of Common Stock of the Company at a rate of
5,000 shares for each year of the term of office to which they are elected (in
the normal case, 15,000 shares for election to a three year term of office) of
service as a Director of the Company commencing from the annual meeting of
stockholders (an "Annual Meeting"). Upon the election of an eligible Director
other than at an Annual Meeting (whether by the Board of Directors or the
stockholders and whether to fill a vacancy or otherwise) or any change in such
Director's status which makes him or her so eligible (e.g., termination of his
or her employment with the Company while he or she remains a Director), such
Director shall automatically be granted options to purchase shares of Common
Stock at the annual rate of 5,000 shares for each year or portion thereof
(rounded to the nearest month) of the term of office to which such Director is
elected or which remains unexpired in his term, as the case may be.
(b) Date of Grant. The "Date of Grant" for options granted under this Plan
shall be the date of the 1994 Annual Meeting for the Initial Options and the
date of election or re-election of a Director, as the case may be, for all
other options. No options shall be granted hereunder after ten years from the
date on which this Plan was initially approved (July 28, 2004) and adopted by
the stockholders of the Company.
(c) Purchase Price. The purchase price for Common Stock subject to an option
granted hereunder shall be 100% of the fair market value of the Common Stock
on the date the option is granted, which shall be the last sale price for the
Common Stock as reported by the National Association of Securities Dealers
Automated Quotation National Market System for the business day immediately
preceding such date or, if the Company's Common Stock is not traded on the
National Association of Securities Dealers Automated Quotation National Market
System, the last sale price for the Common Stock as requested by the exchange
or other inter-dealer system on which the Common Stock is traded.
(d) Period of Exercise.
(i) General Formula for Exercisability. Except as expressly provided herein,
options granted under this Plan shall become exercisable with respect to 5,000
shares on the Date of Grant and with respect to 5,000 shares on each of the
first and second anniversaries of the Date of Grant if and only if the option
holder is a Director of the Company at the opening of business on that date
(i.e. options to purchase 15,000 shares of Common Stock granted at the 1994
Annual Meeting will become exercisable with respect to 5,000 shares at each of
July 28, 1994, 1995 and 1996).
(ii) Option Period. Options granted pursuant to the Plan shall be
exercisable for a period of ten years from the Date of Grant.
(iii) Change of Control. Notwithstanding the foregoing provisions of this
paragraph 6(d), in the event of a Change in Control of the Company, any option
granted hereunder shall become exercisable as to all shares without regard to
any deferred exercise period. "Change of Control" shall mean the date on
which any individual, corporation, partnership or other entity (together with
its "Affiliates" and "Associates" as defined in Rule 12b-2 under the
Securities Exchange Act of 1934) beneficially owns (as defined in Rule 13d-3
of the Securities Exchange Act of 1934) in the aggregate 20% or more of the
outstanding shares of capital stock of the Company entitled to vote generally
in the election of directors of the Company.
(e) Term and Termination. Directors holding exercisable options under this
Plan who cease to serve as members of the Board of Directors of the Company
may, during their lifetime, exercise the rights they had under such options at
the time they ceased being a Director for the full unexpired term of such
option. Upon the death of a Director, those entitled to do so under the
Director's will or the laws of descent and distribution shall have the right,
at any time within twelve months after the date of death, to exercise in whole
or in part any rights which were available to the Director at the time of his
or her death. Options granted under the Plan shall terminate, and no rights
thereunder may be exercised, after the expiration of the exercise period set
forth in Section 6(a)(ii) hereof.
(f) Exercise and Payment. Options may be exercised only by written notice to
the Treasurer of the Company at its principal executive office accompanied by
payment in the form of certified or bank check payable to the order of the
Company of the full purchase price for the shares as to which they are
exercised. Upon receipt of such notice and payment, the Company shall
promptly issue and deliver to the option holder (or other person entitled to
exercise the option) a certificate or certificates for the number of shares as
to which the exercise is made. Such shares shall be fully paid and
nonassessable.
7. OPTIONS NOT TRANSFERABLE
Options granted under the Plan shall not be transferable by the holder other
than by will or the laws of descent and distribution and shall be exercisable
during the holder's lifetime only by the holder.
8. LIMITATION OF RIGHTS
Neither the Plan nor the granting of any option hereunder shall constitute an
agreement or understanding that the Company will retain a Director for any
period of time or at any particular rate of compensation. The holder of an
option shall have no rights as a shareholder with respect to shares as to
which the option has not been exercised and payment made hereunder.
9. STOCKHOLDER APPROVAL
This Plan is subject to approval by the stockholders of the Company by the
affirmative vote of the holders of a majority of the shares of Common Stock of
the Company present, or represented and entitled to vote, at a meeting duly
held in accordance with the laws of Massachusetts within 12 months from the
date of its approval by the Board. In the event such approval is not
obtained, all options granted under this Plan shall be void and without
effect. [Note: This Plan was approved by the stockholders of the Company at
the Annual Meeting held on July 28, 1994 by the affirmative vote of the
holders of 67% of the shares of Common Stock of the Company outstanding and
entitled to vote at the Annual Meeting.]
10. AMENDMENT OR TERMINATION OF THE PLAN
The Board may amend, suspend or terminate the Plan or any portion thereof at
any time, provided that no amendment to change the eligibility or selection of
directors to receive options, the timing or pricing of grants, or the number
of shares of Common Stock subject to the Plan or any option granted
thereunder, may be made more than once every six months, other than to comport
with changes in the Code or the rules thereunder.
11. GOVERNING LAW
The Plan shall be governed by and interpreted in accordance with the laws of
Massachusetts.
EXHIBIT 1
1994 Stock Option Plan for Non-Employee Directors
Option Agreement
Date of Grant: ________________ Number of Shares: 15,000
MRS Technology, Inc. (the "Company") hereby grants to ________________ (the
"Optionee") a stock option under and subject to the 1994 Stock Option Plan for
Non-Employee Directors (the "Plan") and upon the terms and conditions set
forth below. Capitalized terms used and not otherwise defined in this Option
have the meanings given to them in the Plan.
1. Stock Option. The Company grants to the Optionee the right and option to
purchase from the Company 15,000 shares of Common Stock at a price of $______
per share. This Option may be exercised in whole or in part with respect to a
number of whole shares at any time after _______, as to 5,000 shares; at any
time after _______, as to 5,000 additional shares; and, at any time after
_______ as to 5,000 additional shares, provided that the Optionee is a member
of the Board of Directors at the opening of business on each such date. In no
event may this Option be exercised as to any shares after the expiration of
ten years from the date hereof.
This Option shall not be treated as an incentive stock option under Section
422 of the Internal Revenue Code of 1986, as amended (the "Code").
2. Exercise and Payment. This Option shall be exercised by delivery by the
Optionee of written notice to the Treasurer of the Company specifying the date
of this Option, the number of shares as to which this Option is being
exercised, accompanied by full payment for such shares in the form of a
certified or bank check payable to the order of the Company. The Company will
promptly issue and deliver to the Optionee one or more certificates for the
number of shares as to which exercise is made.
3. Termination of Option. If the Optionee ceases to serve as a member of the
Board of Directors of the Company for any reason, the Optionee may exercise
the rights which the Optionee had hereunder at the time the Optionee ceased
being a Director for the full unexpired term of the Option. Upon the death of
the Optionee, those entitled to do so by the Optionee's will or the laws of
descent and distribution shall have the right, at any time within twelve
months after the date of death, to exercise in whole or in part any rights
which were available to the Optionee at the time of the Optionee's death.
This Option shall terminate after the expiration of the applicable exercise
period. Notwithstanding the foregoing provisions of this Section 3, no rights
under this Option may be exercised after the expiration of ten years from the
date hereof.
4. Adjustment of Terms. In the event of a stock dividend, split-up,
combination or reclassification of shares, recapitalization or other similar
capital change relating to the Common Stock, the maximum aggregate number and
kind of shares or securities of the Company as to which options may be granted
under the Plan and as to which options then outstanding shall be exercisable,
and the option price of such options, shall be appropriately adjusted by the
Board of Directors of the Company (whose determination shall be conclusive) so
that the proportionate number of shares or other securities as to which
options may be granted and the proportionate interest of holders of
outstanding options shall be maintained as before the occurrence of such
event.
In the event of a consolidation or merger of the Company with another
corporation, or the sale or exchange of all or substantially all of the assets
of the Company, or a reorganization or liquidation of the Company, each holder
of an outstanding option shall be entitled to receive upon exercise and
payment in accordance with the terms of the option the same shares, securities
or property as he would have been entitled to receive upon the occurrence of
such event if he had been, immediately prior to such event, the holder of the
number of shares of Common Stock purchasable under his option or, if another
corporation shall be the survivor, such corporation shall substitute therefore
substantially equivalent shares, securities or property of such other
corporation; provided, however, that in lieu of the foregoing the Board of
Directors of the Company may upon written notice to each holder of an
outstanding option provide that such option shall terminate on a date not less
than 20 days after the date of such notice unless theretofore exercised. In
connection with such notice, the Board of Directors may in its discretion (and
shall to the extent provided in any issued option) accelerate or waive any
deferred exercise period.
5. No Transfer. This Option shall not be transferable by the Optionee other
than by will or the laws of descent and distribution and shall be exercisable
during the holder's lifetime only by the holder.
6. Securities Laws. The purchase of any shares by the Optionee upon exercise
of this Option shall be subject to the conditions that (i) the Company may in
its discretion require that a registration statement under the Securities Act
of 1933 with respect to the sale of such shares to the Optionee shall be in
effect, and such shares shall be duly listed, subject to notice of issuance,
on any securities exchange on which the Common Stock may then be listed, (ii)
all such other action as the Company considers necessary to comply with any
law, rule or regulation applicable to the sale of such shares to the Optionee
shall have been taken and (iii) the Optionee shall have made such
representations and agreements as the Company may require to comply with
applicable law.
7. Limitation of Rights. The Optionee shall have no rights as a shareholder
with respect to any shares subject to this Option until such shares are issued
and delivered against payment therefor. The Optionee shall have no right to
be retained as a director of the Company by virtue of this Option.
8. Governing Law. This Option shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Massachusetts.
OPTIONEE: MRS TECHNOLOGY, INC.:
_____________________________ ________________________/President
