SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Micro Component Technology, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>
MICRO COMPONENT TECHNOLOGY, INC.
2340 WEST COUNTY ROAD C
ST. PAUL, MINNESOTA 55113
-----------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
-----------------------------
To The Stockholders of
MICRO COMPONENT TECHNOLOGY, INC.
The annual meeting of the stockholders of Micro Component Technology,
Inc. will be held at the Marquette Hotel, Minnesota River Room, 710 Marquette
Avenue, Minneapolis, Minnesota, on Wednesday, November 4, 1998, at 3:30 p.m.,
for the purpose of considering and voting upon the following matters:
1. To elect a board of six directors.
2. To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
The directors have fixed the close of business on September 4, 1998 as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Roger E. Gower
President and CEO
St. Paul, Minnesota
October 2, 1998
PLEASE SIGN THE ENCLOSED FORM OF PROXY AND MAIL IT PROMPTLY. YOU MAY
NEVERTHELESS VOTE IN PERSON IF YOU DO ATTEND THE MEETING.
<PAGE>
MICRO COMPONENT TECHNOLOGY, INC.
2340 WEST COUNTY ROAD C
ST. PAUL, MINNESOTA 55113
-----------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 4, 1998
-----------------------------
GENERAL
The enclosed Proxy is solicited by the Board of Directors of Micro
Component Technology, Inc. (the "Company") in connection with the annual meeting
of the stockholders of the Company to be held on Wednesday, November 4, 1998, or
any adjournment or adjournments thereof, for the purposes set forth in the
accompanying notice of the annual meeting. Such solicitation is being made by
mail and may also be made by directors, officers, and employees of the Company.
Any Proxy given pursuant to such solicitation may be revoked by the stockholder
by communication in writing to the Secretary of the Company at any time prior to
exercise of the Proxy. Proxies may also be revoked by delivery of a later dated
Proxy or by voting in person. Shares represented by Proxies will be voted as
specified in such Proxies on any matter identified in the Proxies. Subject to
rules of the Securities and Exchange Commission, shares will be voted in the
discretion of the Proxy holders on any other matter that may properly come
before the meeting. Proxies and stockholder votes at the meeting will be
tabulated by officers of the Company.
All of the expenses involved in preparing, assembling and mailing this
Proxy Statement and the material enclosed herewith will be paid by the Company.
The Company may reimburse banks, brokerage firms and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending proxy
materials to beneficial owners of stock. It is anticipated that these proxy
materials will be mailed to the stockholders on or about October 2, 1998.
OUTSTANDING SHARES AND VOTING RIGHTS
Only stockholders of record at the close of business on September 4,
1998, will be entitled to vote at the annual meeting. On that date, 7,394,300
shares of Common Stock were outstanding. Stockholders are entitled to one vote
for each share of Common Stock held by him or her. The Common Stock does not
have cumulative voting rights.
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<PAGE>
ELECTION OF DIRECTORS
Six directors are to be elected at the meeting to hold office until the
next annual meeting of stockholders following their election and until their
respective successors are elected. It is the intention of the persons named in
the accompanying form of Proxy to nominate and to vote such Proxy for the
election of the persons named below. To be elected as a director, a nominee must
receive the affirmative vote of a majority of the stockholders present at the
meeting in person or by proxy. An abstention has the same effect as voting no.
All of the nominees listed below are currently directors and have
consented to be named in this Proxy Statement and to serve as directors if
elected. If any such person should be unable to serve, or becomes unavailable
for any reason, or if a vacancy should occur before the election (which events
are not anticipated), the Proxy will be voted for such other person or persons
as shall be determined by the persons named in the Proxy in accordance with
their judgment. The names and ages of the intended nominees, their current
positions with the Company, and the year each first became a director are as
follows:
Name and Age Position Director Since
------------ -------- --------------
Roger E. Gower, 58 Chairman of the Board, 1995
President, Chief Executive
Officer, Secretary and Director
D. James Guzy, 62 Director 1993
Donald J. Kramer, 66 Director 1997
David M. Sugishita, 50 Director 1994
Donald R. VanLuvanee, 54 Director 1995
Patrick Verderico, 54 Director 1992
Mr. Gower joined the Company as Chairman of the Board, President, Chief
Executive Officer and Director in April, 1995. Prior to that time, Mr. Gower was
employed by Datamedia Corporation of Nashua, New Hampshire, a network and PC
security software development company, where he served as President and Chief
Executive Officer from 1991. Prior to 1991 he was President and Chief Executive
Officer of Intelledex, Inc., a Corvallis, Oregon-based manufacturer of robotic
and automation systems for the semiconductor and disk drive manufacturing
industries. Earlier in his career, Mr. Gower served as President of Qume, a $200
million printer manufacturer and wholly-owned subsidiary of ITT, and as a
general manager with Texas Instruments. Mr. Gower holds a BS degree in
Electrical Engineering.
3
<PAGE>
Mr. Guzy became a director of the Company in July 1993. He has been
President of the Arbor Company, a California limited partnership engaged in the
electronics and computer industry, since 1969, and Chairman, President and Chief
Executive Officer of SRC Computers, Inc., a supercomputer manufacturer, since
1997. Mr. Guzy is also a director of Intel Corporation, Cirrus Logic, Inc.,
Novellus Systems, Inc., Frame Technology Corporation, Alliance Capital
Management Technology Fund and the Davis Selected Group of Mutual Funds.
Mr. Kramer was appointed to the Board in February 1997 to fill a
vacancy. He was also a director of the Company from 1986 to 1990, and from 1991
through 1995. He is currently a private investor. Until 1996, and for more than
five years, he was a principal of TA Associates, a private equity capital firm
located in Boston, Massachusetts. He is also a director of Robotic Vision
Systems, Inc. and Total Control Products, Inc.
Mr. Sugishita was appointed Senior Vice President of Finance and Chief
Financial Officer in April 1994, and became a director of the Company in August
1994. Following the end of the term of his employment agreement in February
1995, Mr. Sugishita continued as an unpaid officer until September 25, 1996.
Since July 1997, he has been the Senior Vice President and Chief Financial
Officer of Synopsys, Inc., an electronic design automation company. From August
1995 through June 1997, he was Senior Vice President and Chief Financial Officer
of Actel Corporation, a manufacturer of field programmable gate arrays. From
1991 until he joined the Company in 1994, he served as Vice President and
Corporate Controller as well as Chief Accounting Officer at Applied Materials,
Inc., a manufacturer of semiconductor wafer fabrication equipment. Mr. Sugishita
has an MBA degree.
Mr. VanLuvanee became a director of the Company in November 1995. He
has been President and Chief Executive Officer of Electro Scientific Industries,
Inc., a Portland, Oregon company which designs and manufactures sophisticated
manufacturing equipment for the worldwide electronics industry, since July 1992.
From 1991 to July 1992, he was President and Chief Executive Officer of
Mechanical Technology Incorporated, a supplier of contract research and
development services and a manufacturer of technologically advanced equipment.
He is also a director of Electro Scientific Industries, Inc. and FEI
Corporation.
Mr. Verderico has been a director of the Company since December 1992.
Since July 1997, he has been President and Chief Executive Officer of Integrated
Packaging Assembly Corporation, a semiconductor packaging foundry. From May 1997
to July 1997, he was Executive Vice President and Chief Operating Officer of
that corporation. From August 1996 through April 1997, he was an independent
business consultant. From April 1996 through July 1996 he served as Chief
Operating Officer and Executive Vice President of Maxtor Corporation. From
January 1994 through March 1996, he was Vice President, Finance and Chief
Financial Officer of Creative Technology, Ltd., a California and Singapore based
manufacturer and distributor of multi-media products. From October 1992 to
January 1994, he was Vice President, Finance and Administration, and Chief
Financial Officer of Cypress Semiconductor, Inc., a manufacturer of integrated
circuits. He is also a director of Integrated Packaging Assembly Corporation and
Catalyst Semiconductor.
4
<PAGE>
Directors serve until the next annual meeting of the stockholders at
which their successors are elected, or until their prior resignation, removal or
incapacity.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During fiscal 1998, the Company's Board of Directors met five times.
Each director attended at least 75 percent of the aggregate of all meetings of
the Board of Directors and committees of the Board on which he served. Standing
committees of the Board of Directors include the Audit Committee and the
Compensation Committee.
The Audit Committee recommends the selection of the Company's
independent accountants, approves the services performed by such accountants,
and reviews and evaluates the Company's financial and reporting systems and the
adequacy of internal controls for compliance with corporate guidelines. Members
of the Audit Committee, which consists of four outside directors, are D. James
Guzy, Donald J. Kramer, Donald R. VanLuvanee and Patrick Verderico. The Audit
Committee met one time in fiscal 1998.
The Compensation Committee reviews and recommends to the Board
compensation arrangements for all executive officers of the Company. In
addition, the Compensation Committee is responsible for administration of the
Company's Incentive Stock Option Plan, Employee Stock Purchase Plan, and its
cash bonus plans. Members of the Compensation Committee, which consists of four
outside directors, are D. James Guzy, David M. Sugishita, Donald R. VanLuvanee
and Patrick Verderico. The Compensation Committee met three times in fiscal
1998.
COMPENSATION OF DIRECTORS
Directors are paid out-of-pocket expenses plus $1,500 for each Board
meeting which they attend. On November 5, 1997, Messrs. Verderico, Guzy,
VanLuvanee, Kramer and Sugishita were each granted nonqualified options for
10,000 shares of Common Stock, at a price of $3.38 per share, pursuant to the
Stock Option Plan for Outside Directors, upon their reelection as directors at
the Annual Meeting of Stockholders. All options granted under the Plan become
exercisable in 50 percent increments on the first and second anniversaries of
the date of grant. The options must be exercised within five years after the
date of grant or, if earlier, within 12 months after the director ceases being a
director. Directors who are employees of the Company receive no compensation for
their services as directors.
5
<PAGE>
EXECUTIVE OFFICERS
The names and ages of the executive officers, their current positions
with the Company, and their years of appointment are as follows:
Name and Age Position Officer Since
------------ -------- -------------
Roger E. Gower, 58 Chairman of the Board, President, 1995
Chief Executive Officer, Secretary
and Director
Jeffrey S. Mathiesen, 37 Vice President and Chief Financial 1996
Officer
Dennis Nelson, 52 Executive Vice President of Sales 1996
and Marketing
Lawrence J. Brezinski, 47 Vice President of Engineering 1998
John Kingery, 43 Chief Technical Officer 1995
The business experience of Mr. Gower is described in the previous
section.
Mr. Mathiesen joined the Company as Vice President and Chief Financial
Officer in September 1996. Prior to that time, he was employed by Recovery
Engineering, Inc., a manufacturer and marketer of proprietary water purifiers
and filters, from 1991 to 1996 where he was Vice President and Chief Financial
Officer and previously Controller. Previously, he was Corporate Controller at
Osmonics, Inc., a manufacturer of water filtration and purification systems. Mr.
Mathiesen is a Certified Public Accountant.
Mr. Nelson joined the Company as Executive Vice President of Sales and
Marketing in June 1996. Prior to that time, Mr. Nelson was employed by Credence
Systems Corporation, a manufacturer of test systems for the semiconductor
industry, for seven years as Vice President of Western Sales. Prior to 1989, he
worked for over thirteen years for Teradyne, Inc., also a manufacturer of test
systems for the semiconductor industry, working in engineering and several
different sales and sales management positions. He holds a B.S. Degree in
Electrical Engineering.
Mr. Brezinski joined the Company as Vice President of Engineering in
August 1998. Prior to that time, he was employed by General Dynamics Information
Systems, a developer of information system solutions for the defense industry,
for four years where he was the Manager of Systems Engineering. Prior to 1994,
Mr. Brezinski worked for twenty-one years for both defense and commercial
companies including McDonnell Douglas Corporation, Control Data Corporation,
Robert Shaw Controls Corporation, and Martin Marietta Corporation in engineering
and program management positions. He holds a B.S. Degree in Electrical
Engineering from Michigan State University and a Masters Degree in Business
Administration from the University of St. Thomas.
6
<PAGE>
Mr. Kingery joined the Company in 1980. He was appointed Chief
Technical Officer in July 1998. He was Vice President of Engineering from 1995
until July 1998. Prior to that time, Mr. Kingery held numerous positions in
Engineering, Marketing and Management. He has been responsible for bringing most
of the Company's products through development and/or to market, from the 3600s,
through the 4600/4610s, to the current 7632. He holds a B.S. degree in
Mechanical Engineering.
Executive officers serve indefinite terms which expire when their
successors are appointed, or until their prior resignation, removal or
incapacity.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The following table contains summary information concerning the annual
compensation paid by the Company for fiscal 1998, 1997, and 1996 to (a) the
Company's Chief Executive Officer, and (b) each of the four other most highly
compensated executive officers who were serving as executive officers at the end
of fiscal 1998 and whose salary and bonus for fiscal 1998 exceeded $100,000:
<TABLE>
<CAPTION>
Number of
Annual Compensation Shares
------------------------------------- Underlying
Salary and Other Annual Options All Other
Name & Principal Position Year Commission Bonus Compensation Granted Compensation(1)
- ------------------------- ---- ---------- ----- ------------ ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Roger E. Gower 1998 $ 252,500 $ 0 $ 45,773(2) 100,000 $ 1,020
Chairman, President, 1997 $ 252,500 $ 0 $ 42,475(2) 0 $ *
CEO & Secretary 1996 $ 252,500 $ 100,000 $ 34,131(2) 0 $ *
Dennis Nelson, 1998 $ 204,332 $ 0 $ 1,681 0 $ 1,681
Executive Vice President 1997 $ 195,500 $ 0 $ 0 0 $ *
of Sales & Marketing(3) 1996 $ 2,788 $ 0 $ 0 90,000 $ *
John Kingery, 1998 $ 113,045 $ 0 $ 0 0 $ 1,193
Vice President of 1997 $ 107,577 $ 0 $ 0 40,000 $ *
Engineering 1996 $ 100,000 $ 0 $ 0 0 $ *
Jeffrey S. Mathiesen, 1998 $ 106,923 $ 0 $ 0 0 $ 1,137
Vice President and Chief 1997 $ 76,154 $ 0 $ 0 75,000 $ *
Financial Officer(3) 1996 $ 0 $ 0 $ 0 0 $ *
</TABLE>
* Indicates less than $1,000 of retirement plan contributions.
(1) Includes vested retirement plan contributions made by the Company.
(2) Includes costs for local residence, automobile allowance and travel to
Boston.
(3) Mr. Nelson joined the Company in June 1996 and Mr. Mathiesen joined the
Company in September 1996.
7
<PAGE>
STOCK OPTION GRANTS
The following table contains information concerning the grant of stock
options during fiscal 1998 to the executive officers named in the Summary
Compensation Table:
<TABLE>
<CAPTION>
Potential Realizable Value
Number of at Assumed Rate of Stock
Shares Percent of Price Appreciation for
Underlying Total Options Option Term
Options Granted to Exercise Expiration --------------------------
Name Granted Employees Price Date 5% 10%
---- ---------- --------- -------- ---------- ---- -----
<S> <C> <C> <C> <C> <C> <C>
Roger E. Gower 100,000 33% $1.56 2003 $42,000 $96,000
Dennis Nelson 0 - - - - -
John Kingery 0 - - - - -
Jeffrey S. Mathiesen 0 - - - - -
</TABLE>
In addition to the option grants described in the above tables, on
September 30, 1997, the Company granted the following options to the executive
officers named in the Summary Compensation Table: Mr. Gower - 58,000 shares; Mr.
Nelson - 42,000 shares; Mr. Kingery - 25,000 shares; and Mr. Mathiesen - 25,000
shares. Vesting of the options was contingent on the Company's attainment of
certain net income levels for fiscal 1998. Those levels were not attained and
all of the options were forfeited.
AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES
The following table contains information concerning the aggregated
option exercises during fiscal 1998 and the year-end option values for the
executive officers named in the Summary Compensation Table:
8
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Underlying Value of In-the-Money
Shares Unexercised Options at Unexercised Options at
Acquired Value Fiscal Year-End Fiscal Year-End
Name On Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
---- ----------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Roger E. Gower 0 $ 0 300,000/100,000 */*
Dennis Nelson 0 $ 0 45,000/45,000 */*
John Kingery 0 $ 0 50,000/30,000 */*
Jeffrey S. Mathiesen 0 $ 0 18,750/56,250 */*
</TABLE>
- -------------
* Option exercise price exceeded market price at fiscal year-end.
AGREEMENTS WITH OFFICERS
Effective March 28, 1995, the Company entered into an employment
agreement with Mr. Gower. The current agreement may be terminated by either
party with 60 days prior written notice. The agreement will also terminate upon
the death, disability or breach of the agreement by Mr. Gower. In the event Mr.
Gower's employment is terminated by the Company with 60 days prior written
notice, the Company will continue to pay Mr. Gower his then current base salary
for 12 months thereafter.
Mr. Nelson has an Employment Agreement with the Company which provides
that in the event of a change in control of the Company which results in a
change in his position as Executive Vice President, or a substantial diminution
in his responsibilities, he may elect to terminate the agreement and receive his
then-current base salary and insurance benefits for 12 months thereafter. The
same benefits are payable if the Company elects to terminate Mr. Nelson's
employment while a change in control is being negotiated.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
OVERVIEW AND PHILOSOPHY
The Compensation Committee of the Board of Directors (the "Committee")
operates pursuant to a Charter adopted by the Board of Directors on July 9,
1997. The Charter includes a mission statement which states that the Committee's
mission is to ensure that the Company's executive officers are compensated
consistent with the following philosophy and objectives: (1) to support the
Company's overall business strategy and objectives; (2) to attract, retain and
motivate the best executives in the Company's industry; (3) to promote the
Company's pay-for-performance philosophy; and (4) to ensure that the Company's
9
<PAGE>
compensation programs and practices are of the highest quality and designed with
full consideration of all accounting, tax, securities law, and other regulatory
requirements.
Pursuant to the Charter, the Committee is appointed by the Board and is
comprised of two or more outside directors. The main duties of the Committee, as
described in the Charter, are as follows: (1) review and approve annual base
salary and incentive compensation levels, employment agreements, and benefits of
the chief executive officer and other key executives; (2) review and assess
performance target goals established for bonus plans and determine if goals were
achieved at the end of the plan year; (3) act as the administrative committee
for the Incentive Stock Option Plan, the Employee Stock Purchase Plan, and any
other incentive or purchase plans established by the Company; (4) consider and
approve grants of incentive stock options, nonqualified stock options,
restricted stock or any combination to any employee; and (5) prepare the Report
of the Compensation Committee for inclusion in the Annual Proxy Statement.
It is the intention of the Committee to utilize a pay-for-performance
compensation strategy that is directly related to achievement of the above
objectives. The primary elements of the executive compensation program are base
salary, annual incentives, and long-term incentives.
BASE SALARY
Base salaries of the Company's executive officers are intended to be
competitive with the median base salaries paid by other corporations similar to
the Company and to serve as a platform for performance-based (incentive) pay.
Base salaries are determined for executive positions using compensation surveys,
taking into account variables such as geography, job comparability, size of the
company and nature of the business. In addition to base salary, executive
officers are eligible to participate in the Company's employee benefit plans on
the same terms as other employees.
ANNUAL INCENTIVES
The Company currently maintains a bonus plan for its executive
officers. Bonus payments are contingent on performance of the Company and no
bonuses were paid for fiscal 1998 or 1997.
LONG-TERM INCENTIVES
The Incentive Stock Option Plan is the basis of the Company's long-term
incentive plan for executive officers and other key employees. The objective of
the plan is to align executives' long-term interests with those of the
stockholders by creating a direct incentive for executives to increase
stockholder value. The stock option grants allow executives to purchase shares
of Company stock at a price equal to the fair market value of the stock on the
date of grant over a term of five years. The options generally vest and become
exercisable over a period of two to four years following the date of grant. The
award of option grants is
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<PAGE>
consistent with the Company's objective to include in total compensation a
long-term equity interest for executive officers, with greater opportunity for
reward if long-term performance is sustained.
The Company also maintains the Employee Stock Purchase Plan, pursuant
to which eligible employees can contribute between two and ten percent of their
base pay to purchase up to 1,000 shares of Common Stock per year. The shares are
issued by the Company at a price per share equal to 85 percent of market value
on the first day of the offering period or the last day of the plan year,
whichever is lower.
CHIEF EXECUTIVE OFFICER COMPENSATION
The Committee determines compensation for the Chief Executive Officer
on an annual basis. Mr. Gower's current base salary was established by the
Compensation Committee, and became effective in April 1995. The Committee
believes that this base salary is consistent and competitive with salaries paid
to Chief Executive Officers of semiconductor manufacturing companies similar in
size to the Company. Mr. Gower received no bonus for fiscal 1998 or 1997.
CONCLUSION
The Committee believes that the executive compensation plan discussed
in this Proxy Statement is consistent with the overall corporate strategy for
continued growth in earnings and stockholder value.
D. James Guzy
David M. Sugishita
Donald R. VanLuvanee
Patrick Verderico
11
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on
the Company's Common Stock for the period beginning with the Company's initial
public offering on October 8, 1993, and ending June 27, 1998, with the
cumulative total return on the NASDAQ Total Return Index and the Hambrecht &
Quist Semiconductor Index over the same period (assuming the investment of $100
in the Company's Stock, the NASDAQ Total Return Index and the Hambrecht & Quist
Semiconductor Index on October 8, 1993 and the reinvestment of all dividends).
<TABLE>
<CAPTION>
OCTOBER 8, JUNE 25, JUNE 24, JUNE 29, JUNE 28, JUNE 27,
PERIOD ENDED 1993 1994 1995 1996 1997 1998
------------ ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Micro Component Technology, Inc. 100 36.36 29.55 32.95 31.82 9.66
NASDAQ Total Return Index 100 92.90 124.01 159.20 193.70 255.54
H&Q Semiconductor Index 100 97.75 191.15 142.07 257.65 211.19
</TABLE>
12
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth certain information regarding the
ownership of the Common Stock as of September 4, 1998, (i) by each person known
to the Company to own beneficially more than five percent of the outstanding
shares of Common Stock, (ii) by each of the Company's executive officers named
in the Summary Compensation table, (iii) by each of the Company's directors, and
(iv) by all of the executive officers and directors as a group:
Shares Beneficially Owned
-------------------------
Name and Address of Beneficial Owner Number Percent
- ------------------------------------ ------ -------
FIVE PERCENT STOCKHOLDERS
Perkins Capital Management, Inc. (1) 1,654,950 23.38%
730 East Lake Street
Wayzata, MN 55391-1789
Kopp Investment Advisors, Inc. (2) 584,900 7.91%
6600 France Avenue South
Edina, MN 55435
DIRECTORS AND EXECUTIVE OFFICERS
Roger E. Gower (3) 300,000 3.90%
Dennis Nelson (3) 55,000 *
John Kingery (3) 52,550 *
Jeffrey S. Mathiesen (3) 45,100 *
D. James Guzy (3) 77,472 1.04%
Donald J. Kramer (3) 5,000 *
David M. Sugishita (3) 5,000 *
Donald R. VanLuvanee (3) 25,000 *
Patrick Verderico (3) 25,000 *
All directors and executive officers as a group (ten 590,122 7.46%
in number) (3)
- ---------------
* Denotes less than 1% of shares outstanding.
(1) Perkins Capital Management, Inc. is a registered investment advisor.
Includes shares held for clients, shares held by Perkins Opportunity Fund,
and shares held by officers.
(2) Kopp Investment Advisors, Inc. is a registered investment advisor. Includes
80,000 shares owned by Leroy C. Kopp.
13
<PAGE>
(3) Includes shares deemed beneficially owned by virtue of the right to acquire
them within 60 days pursuant to exercise of the Company's stock options as
follows: Mr. Gower - 300,000; Mr. Nelson - 45,000; Mr. Kingery - 50,000;
Mr. Mathiesen - 37,500; Mr. Guzy - 25,000; Mr. Kramer - 5,000; Mr.
Sugishita - 5,000; Mr. VanLuvanee - 25,000; Mr. Verderico - 25,000; and all
directors and executive officers as a group - 517,500.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires
directors, officers and ten-percent stockholders to file initial reports of
beneficial ownership and reports of changes in beneficial ownership with the
Securities and Exchange Commission. Such persons are also required to furnish
the Company with copies of all Section 16(a) forms they file. Based solely on a
review of the copies of such forms furnished to the Company, and written
representations from such persons, the Company believes that all Section 16(a)
filing requirements applicable to its directors, officers and ten-percent
stockholders were complied with for fiscal 1998.
INDEPENDENT ACCOUNTANTS
Deloitte & Touche L.L.P. have been the independent accountants of the
Company since July 1992, and are expected to be retained for the fiscal year
ending June 26, 1999. A representative of Deloitte & Touche is expected to be
present at the Annual Meeting and will have the opportunity to make a statement
and will respond to appropriate questions.
OTHER BUSINESS
The Company knows of no business that will be presented for
consideration at the Annual Meeting other than that described in this Proxy
Statement. As to other business, if any, that may properly come before the
Annual Meeting, it is intended that proxies solicited by the Board of Directors
will be voted in accordance with the judgment of the person or persons voting
the proxies, subject to rules of the Securities and Exchange Commission.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders of the Company intended to be presented at
the Company's next annual meeting of stockholders must be sent to the Secretary
of the Company at the above address. It is now anticipated that the next annual
meeting will be held on November 3, 1999. In order for any stockholder proposals
to be considered for inclusion in the Company's Proxy Statement and Proxy Card
relating to that meeting, the proposal must be submitted by May 22, 1999. If the
proposal is submitted after that date but before September 19, 1999, it will not
be included in the Company's Proxy Card but may be referred to in the Proxy
Statement in accordance with rules of the Securities and Exchange Commission. If
the proposal is submitted after September 19, 1999, it will be considered
untimely and not included in any of the Company's proxy materials.
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MICRO COMPONENT TECHNOLOGY, INC.
PROXY
ANNUAL STOCKHOLDERS' MEETING
NOVEMBER 4, 1998
The undersigned stockholder of Micro Component Technology, Inc. ("MCT"),
does hereby constitute and appoint Roger Gower, President and Chief Executive
Officer, and Jeffrey Mathiesen, Vice President and Chief Financial Officer, as
his or her proxy, with full power of substitution, to attend the Annual Meeting
of the Stockholders of MCT to be held at 3:30 p.m. on Wednesday, November 4,
1998, at the Marquette Hotel, Minnesota River Room, 710 Marquette Avenue,
Minneapolis, Minnesota, or any continuation or adjournment thereof, with full
power to vote and act for the undersigned, in his or her name, and to vote all
stock of MCT held by him or her, to the same extent and with the same effect as
the undersigned, in the manner specified below. The undersigned hereby revokes
any other proxy previously given by him or her.
1. ELECTION OF DIRECTORS: [ ] FOR all nominees listed below
(except as specified to the contrary
below).
[ ] AGAINST all nominees listed below.
Roger E. Gower, D. James Guzy, Donald J. Kramer, David M. Sugishita, Donald
R. VanLuvanee, Patrick Verderico.
To withhold authority to vote for any individual nominee, write that
nominee's name here: _________________________________________.
2. In their discretion on any other matter that may properly come before the
meeting or any adjournment or adjournments thereof.
Date:_____________________, 1998.
Please date and sign above exactly as
name appears at the left, indicating,
where appropriate, official capacity. If
stock is held in joint tenancy, each
joint owner must sign.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL. THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS.
